Timothy K. Ozark
About Timothy K. Ozark
Independent director of 1st Source Corporation (SRCE) since 1999; age 75. Chairman of TKO Finance Corporation and former Chairman & CEO of Aim Financial Corporation, with deep expertise in mezzanine lending and leasing; qualifies as an audit committee financial expert under SEC rules. Education: B.S. in Business Administration (University of Minnesota) and M.B.A. (St. Cloud State University); served as an officer in the U.S. Marine Corps (1968–1974). Beneficial ownership: 47,705 common shares, representing less than 1% of outstanding shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aim Financial Corporation | Chairman & CEO | 33 years | Mezzanine lender; long-term perspective in finance and leasing |
| Meridian Leasing Corporation | CEO & President | 1984–1992 | One of North America’s largest privately held leasing companies |
| Great American Management Services, Inc. (American Financial Corp. subsidiary) | EVP | 1980–1983 | Specialized in equipment leasing and lending |
| United States Marine Corps | Officer | 1968–1974 | Leadership and discipline credentials |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| TKO Finance Corporation | Chairman | Current | Lender to financial services and manufacturing companies |
| White Lodging Corporation | Lead Director | Current | Private hotel developer; signals operational oversight experience |
| University of Chicago (Division of Biological Sciences & Pritzker School of Medicine) | Visiting Committee Member | Current | Governance and advisory role |
| Various privately held companies | Director | Ongoing | Board service breadth |
Board Governance
- Independence: Board determined Ozark is independent under NASDAQ and Company guidelines .
- Committees (current): Governance & Nominating; Audit, Finance & Risk; Executive Compensation & Human Resources; Loan & Funds Management. No chair roles indicated for Ozark .
- Board leadership: Lead Director is Daniel B. Fitzpatrick; independent director executive sessions held at each Board meeting in 2024 .
- Attendance: Board met 6 times in 2024; no incumbent director attended fewer than 75% of Board and committee meetings on which they served. All directors (except Affleck-Graves) attended the 2024 Annual Meeting; Ozark was not listed as absent .
Fixed Compensation
| Component | Amount/Rate | 2024 Actuals (Ozark) |
|---|---|---|
| Annual retainer (Board member) | $72,620 | Included in total |
| Committee chair fees | $10,000–$20,000 depending on committee | None (not a chair) |
| Meeting fees – Board | $3,000 per meeting | Reflected in total |
| Meeting fees – Audit, Finance & Risk | $3,000 per meeting | Reflected in total |
| Meeting fees – Loan & Funds Management | $2,500 per meeting | Reflected in total |
| Meeting fees – Other committees | $2,500 per meeting | Reflected in total |
| 2024 Director Compensation (Ozark) | Total ($) | Cash ($) | Stock ($) | Shares | GDFV ($/share) |
|---|---|---|---|---|---|
| Fees & Equity (at director election) | 148,620 | 152 | 148,468 | 2,745 | 54.09 |
Notes:
- Non-employee directors may elect to receive a portion of fees in stock; Ozark elected predominantly stock in 2024, indicating alignment with shareholders .
- No additional director stock awards, options, or incentive plan compensation for non-employee directors in 2024 .
Performance Compensation
- None disclosed for directors; director compensation consists of retainers and meeting fees, with elective stock settlement of fees rather than performance-linked awards .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| White Lodging Corporation | Private | No SRCE-related transactions disclosed; no interlock flagged in proxy |
| Aunalytics (vendor to 1st Source Bank) | Vendor | Governance note: relationships disclosed involve Murphy III, Affleck-Graves, and Graham; Ozark not identified in Aunalytics relationships |
Expertise & Qualifications
- Financial expert: Qualifies as audit committee financial expert (SEC) .
- Domain expertise: Mezzanine funding, lending-leasing, business finance, real estate investing; long-term perspective in credit risk and structured finance .
- Education and service: B.S. University of Minnesota; M.B.A. St. Cloud State University; U.S. Marine Corps officer (1968–1974) .
Equity Ownership
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Timothy K. Ozark | 47,705 | <1% (proxy notation «) | Individual beneficial ownership as of Feb 13, 2025 |
- Hedging/Pledging: Directors prohibited from hedging, short sales, derivative trading, or margin pledging. Shares above ownership guidelines may be used as collateral only with Governance & Nominating Committee approval. No pledging by Ozark disclosed .
- Ownership guidelines: Disclosed for NEOs (CEO 5x salary; other NEOs 3x), not specified for directors; director elective stock receipt supports alignment .
Governance Assessment
- Board effectiveness: Ozark’s long-tenured, independent oversight across Audit, Compensation, Governance, and Credit committees indicates deep engagement in financial reporting, risk management, pay policies, and credit governance—positively affecting investor confidence .
- Alignment: 2024 fee election heavily in stock (2,745 shares; $148,468 GDFV) reflects skin-in-the-game and alignment with shareholder outcomes .
- Independence and attendance: Independent status, regular executive sessions, and adequate attendance support governance quality. Lead independent director structure in place; executive sessions at each meeting in 2024 .
- Conflicts and related-party exposure: Proxy discloses related-party transactions with Aunalytics and general director/officer banking relationships on market terms; Ozark not tied to disclosed related-party transactions. Loan policy requires board oversight for extensions over thresholds, mitigating conflict risk .
- Age guideline note: Governance & Nominating criteria include a preference for directors under age 72; Ozark is 75, indicating committee applies discretion where warranted based on qualifications and contributions—acceptable but merits periodic refresh consideration .
- Investor sentiment: Most recent say-on-pay approval at 89% (2023) suggests shareholder support for compensation practices; while executive-focused, it reflects overall governance credibility of the board overseeing pay .
RED FLAGS
- None specific to Ozark disclosed: no related-party transactions, pledging, or hedging noted; attendance thresholds met; compensation structure for directors lacks guaranteed or discretionary bonuses .
- Monitoring items: Long tenure (since 1999) and age exceeding guideline threshold warrant continued board refresh considerations to maintain independence optics .