Mark D. Schwabero
About Mark D. Schwabero
Independent director of 1st Source Corporation (SRCE) since 2004; age 72. Retired Chairman, Chief Executive Officer and Director of Brunswick Corporation (retired 2018); currently Director and Chairman of the Board of Methode Electronics, Inc. He qualifies as an “audit committee financial expert” under SEC rules and holds B.S. and M.S. degrees in Industrial and Systems Engineering from The Ohio State University . The Board has formally determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brunswick Corporation | Chairman & CEO; previously President & COO; President of Mercury Marine | Chair/CEO in 2016–2018 (retired 2018); 15 years at Brunswick pre-retirement | Led manufacturing and general management; recognized among top 100 U.S. CEOs in 2018 |
| National Exchange Bank & Trust | Director (former) | Not disclosed | Banking governance experience |
| National Marine Manufacturers Association | Chairman (past) | Not disclosed | Industry leadership; marine sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Methode Electronics, Inc. | Director and Chairman of the Board | Current | Public company board leadership |
| Ohio State Univ. Center for Automotive Research | Advisory Committee Member | Current | Automotive and engineering advisory role |
Board Governance
- Independence: Independent director under Nasdaq and Company guidelines .
- Committee assignments: Governance & Nominating; Audit, Finance & Risk; Executive Compensation & Human Resources; Trust & Investment (Bank) .
- Committee meeting cadence (2024): Governance & Nominating – 4; Audit, Finance & Risk – 6; Executive Compensation & Human Resources – 4; Trust & Investment – 4; Board met 6 times in 2024 .
- Attendance: No incumbent directors were below 75% attendance for Board and committee meetings; all directors except one attended the 2024 Annual Meeting—Schwabero attended .
- Lead Independent Director and executive sessions: Daniel B. Fitzpatrick serves as Lead Director; independent director executive sessions occurred at each 2024 Board meeting .
| Committee | Member | Chair Role | 2024 Meetings |
|---|---|---|---|
| Governance & Nominating | Yes | No | 4 |
| Audit, Finance & Risk | Yes | No | 6 |
| Executive Compensation & Human Resources | Yes | No | 4 |
| Trust & Investment (Bank) | Yes | No | 4 |
Fixed Compensation
Director pay is a mix of cash retainers, meeting fees, and optional receipt of fees in stock. Standard schedule in 2024: Board retainer $72,620; Board meeting fee $3,000; Audit Committee meeting fee $3,000; Loan & Funds Management meeting fee $2,500; other committee meeting fees $2,500; chair retainers: Governance & Nominating $20,000; Audit, Finance & Risk $15,000; Executive Compensation & HR $15,000; Trust & Investment $10,000; Loan & Funds $10,000 .
| Item | Amount | Notes |
|---|---|---|
| Total 2024 Director Compensation (Schwabero) | $128,620 | Sum of cash plus stock election |
| Cash Fees Received | $112 | Elected to take nearly all fees as stock |
| Fees Received in Stock (Amount) | $128,508 | Elected stock in lieu of cash |
| Fees Received in Stock (Shares) | 2,406 | Grant date fair value $53.41/share |
| Board Retainer (reference) | $72,620 | Increased from $70,565 effective May 1, 2024 |
| Board Meeting Fee (reference) | $3,000 | Per meeting |
| Audit Committee Meeting Fee (reference) | $3,000 | Per meeting |
| Other Committee Meeting Fee (reference) | $2,500 | Per meeting |
Alignment signal: Schwabero elected to receive virtually all 2024 director fees in stock, a positive ownership alignment indicator .
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Options/Performance-based awards for directors | None | Company discloses no option awards, non-equity incentive plan comp, pension or other deferred comp for non-employee directors in 2024 |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Methode Electronics, Inc. | Public | Director & Chairman | No SRCE-disclosed related-party transactions involving Schwabero/Methode |
| National Exchange Bank & Trust | Financial institution | Former Director | No SRCE-disclosed related-party transactions tied to Schwabero |
| NMMA (industry association) | Association | Past Chairman | Industry network (marine) |
| OSU Center for Automotive Research | Academic | Advisory Committee Member | Technical advisory role |
Expertise & Qualifications
- Audit committee financial expert; extensive manufacturing, transportation, recreational marine, and general management experience .
- Public company leadership (Chairman/CEO Brunswick; Chair at Methode Electronics) and prior banking board experience .
- Recognized as a top 100 U.S. CEO (2018, CEO Today Magazine); engineering degrees (B.S., M.S., Industrial & Systems) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mark D. Schwabero | 26,873 | <1% | As of Feb 13, 2025; beneficial ownership table |
| 2024 Fees Received in Shares | 2,406 | n/a | Director fee election shares at $53.41 grant-date fair value |
Policy safeguards:
- Hedging/derivatives/short sales/options prohibited; pledging only for shares above ownership guidelines with prior Governance & Nominating Committee approval .
Governance Assessment
- Committee breadth and independence: Schwabero serves on four key committees (Governance & Nominating; Audit, Finance & Risk; Executive Compensation & HR; Trust & Investment), offering cross-functional oversight in governance, risk, and pay, with independent status confirmed .
- Engagement: Board met 6 times in 2024; independent director executive sessions at each meeting; no attendance issues (<75%) for any incumbent; Schwabero attended the Annual Meeting .
- Compensation alignment: He elected to take almost all director fees in stock (2,406 shares; $128,508 in stock vs $112 cash), a strong alignment signal; director fees are fixed and meeting-based; no options or performance awards for non-employee directors .
- Conflicts/related party: The proxy’s related-party section highlights Aunalytics relationships tied to other directors; there is no disclosure naming Schwabero in related-party transactions—reducing conflict risk .
- Board leadership: Lead Independent Director in place (Fitzpatrick); executive sessions occur routinely; strong risk oversight via Audit, Finance & Risk Committee where Schwabero is a member .
RED FLAGS: None disclosed specific to Schwabero—no attendance issues, no related-party transactions, no hedging/pledging outside policy .