Melody Birmingham
About Melody Birmingham
Melody Birmingham (age 53) is an independent director of 1st Source Corporation (SRCE), serving since 2018. She is Executive Vice President and Group President, NiSource Utilities, and previously held senior roles at NiSource and Duke Energy; she is qualified as an audit committee financial expert. Education: B.S. in Organizational Leadership and Supervision (Purdue), MBA (Strayer), Harvard AMP, and an Honorary Doctorate in Humane Letters (Saint Mary-of-the-Woods College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NiSource Inc. | EVP & Group President, NiSource Utilities | Current | Leads electric generation fleet; long-term sustainability of gas segment; full P&L, strategy, operations, ERM interface across six operating companies |
| NiSource Inc. | EVP, Chief Innovation Officer | Prior | Enterprise innovation leadership (technology/data/analytics emphasis) |
| Duke Energy | SVP & Chief Administrative Officer | Prior | Enterprise administration leadership |
| Duke Energy | SVP & Chief Procurement Officer | Prior | Supply chain/procurement leadership |
| Various (electric, natural gas, automotive manufacturing) | Executive/management roles | 31+ years | Field/plant operations, customer experience, engineering, work management, supply chain, IT, analytics, security, real estate, regulatory/public affairs expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Executive Leadership Council | Member | Current | Leadership network advancing Black executives |
| United Way of Central Ohio | Director | Current | Community engagement |
| Columbus Symphony and Orchestra | Director | Current | Arts governance |
| Marian University | Trustee (prior) | Prior | Higher ed governance |
| AABE; Indiana Electric Assoc.; Indiana Chamber of Commerce; Special Olympics Indiana; Central Indiana Corporate Partnership; United Way of Indiana | Director/Board roles (prior) | Prior | Energy, civic, and nonprofit governance |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Birmingham is independent under Nasdaq rules |
| Committee memberships | Audit, Finance & Risk (member); Executive Compensation & Human Resources (Chair); Loan & Funds Management (member) |
| Committee meeting cadence (2024) | Audit, Finance & Risk: 6; Executive Compensation & HR: 4; Loan & Funds Management: 12 |
| Board attendance | Board met 6 times in 2024; no incumbent director was below 75% attendance; all directors except Affleck‑Graves attended the 2024 Annual Meeting (implies Birmingham attended) |
| Executive sessions | Independent directors held executive sessions at each Board meeting in 2024 |
| Lead Independent Director | Daniel B. Fitzpatrick serves as Lead Director |
Fixed Compensation
| Year | Total ($) | Cash Fees ($) | Equity Taken In Lieu of Cash ($) | Shares | Grant-Date Fair Value ($/share) |
|---|---|---|---|---|---|
| 2024 | 152,620 | 140,000 | 12,620 | 250 | 50.48 |
| 2023 | 156,565 | 76,017 | 80,548 | 1,906 | 42.26 |
| Fee Component | Amount ($) |
|---|---|
| Annual Board retainer | 72,620 (increased from $70,565 effective May 1, 2024) |
| Committee chair fee (Executive Compensation & HR) | 15,000 |
| Audit Committee meeting fee | 3,000 per meeting |
| Other committee meeting fee | 2,500 per meeting |
| Loan & Funds Management Committee meeting fee | 2,500 per meeting |
Notes:
- Directors may elect to receive a portion of annual fees in stock; in 2024 several directors did so, including Birmingham. No RSU/option awards or performance-based director pay are granted to non-employee directors .
Performance Compensation
| Item | Disclosure |
|---|---|
| Director performance-based awards (RSUs/PSUs/options) | None for non-employee directors (no stock awards, options, non-equity incentive plan compensation) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed; proxy would list public company directorships held in last five years if applicable |
| Executive role at public company | EVP & Group President at NiSource (NYSE: NI); not a disclosed SRCE related-party and no interlock transactions noted |
| Shared directorships/conflicts | None disclosed involving Birmingham; related-party disclosures focus on Aunalytics ties involving other directors |
Expertise & Qualifications
- Audit committee financial expert; deep operations, supply chain, IT, analytics, regulatory/public affairs expertise .
- Education: B.S. (Purdue), MBA (Strayer), Harvard AMP, Honorary Doctorate (Saint Mary‑of‑the‑Woods) .
- Community leadership and diversity engagement through ELC and nonprofit boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Melody Birmingham | 7,734 | ≈0.03% (7,734 / 25,285,937 outstanding) | Based on Feb 13, 2025 outstanding shares; no director options disclosed |
| Hedging/pledging | Directors prohibited from hedging/shorts/options; pledging only for excess shares with prior Committee approval |
Governance Assessment
- Strengths: Independent; chairs the Executive Compensation & HR Committee; sits on Audit, Finance & Risk; qualified audit committee financial expert; attended the Annual Meeting; independent directors held executive sessions at each Board meeting—good board oversight .
- Alignment signals: Elected to receive part of director fees in stock in both 2023 and 2024, increasing ownership exposure; no performance-linked director pay that could distort incentives; robust insider trading policy limiting hedging/derivatives .
- Compensation committee quality: Committee comprised entirely of independent directors; engages external independent consultant (Blanchard) and follows clear pay-for-performance frameworks for executives; Birmingham as Chair is directly accountable for oversight .
- Watch items and potential conflicts: Birmingham’s full-time executive role at NiSource (utility sector) creates time/attention considerations but no SRCE related-party transactions involving her are disclosed; continue monitoring for any SRCE banking relationships with NiSource or affiliates (none disclosed) .
- Shareholder sentiment: Prior say‑on‑pay support at 89% (2023), with triennial votes—signals general investor confidence in compensation oversight Birmingham now chairs .
RED FLAGS
- None disclosed specific to Birmingham (no related‑party transactions, no attendance issues, no Section 16 issues reported for her). Related‑party payments to Aunalytics involve other directors; oversight resides with Audit, Finance & Risk Committee where Birmingham is a member .