Todd F. Schurz
About Todd F. Schurz
Independent director of 1st Source Corporation (SRCE), age 64, serving since 2020. Senior Advisor and former President & CEO of Schurz Communications, Inc.; qualifies as an audit committee financial expert. Education: B.A. in History and Economics (Brown University) and MBA (Wharton School, University of Pennsylvania). Beneficial ownership: 11,890 common shares (<1% of class) as of February 13, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schurz Communications, Inc. | President & CEO | 15 years | Led diversified communications/broadband/cloud services across U.S., U.K., Romania; financial and operating leadership |
| Schurz Communications, Inc. | President & COO | 3 years | Operational leadership prior to CEO role |
| South Bend Tribune | President, Editor & Publisher | 1995–2000 | Media leadership; local market experience |
| Schurz Communications, Inc. | VP of Technology | 2000–2005 | Digital/technology oversight |
| WSBT Television | President & General Manager | 2002–2005 | Broadcast operations leadership |
| Associated Desert Shoppers (Palm Desert, CA) | President & Editor | 1991–1995 | Media management |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Herschend Enterprises | Independent Director | Current | Themed entertainment company |
| EBSCO Industries | Independent Board Advisor | Current | Industrial conglomerate advisor |
| University of Notre Dame | College of Arts & Letters Advisory Council | Current | Academic advisory role |
| Prior boards | Director/Chair roles | Historical | Mutual Insurance Company Limited; News Media Alliance; American Press Institute; CBS TV Network Affiliates Association; multiple non-profit leadership positions |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Schurz is independent under Nasdaq rules |
| Committee Memberships | Executive Committee (member); Audit, Finance & Risk Committee (member); Executive Compensation & Human Resources Committee (member); Trust & Investment Committee (Chair) |
| Attendance | Board met 6 times in 2024; no incumbent director attended fewer than 75% of combined Board and committee meetings |
| Annual Meeting | All directors except Mr. Affleck‑Graves attended the 2024 Annual Meeting (Schurz attended) |
| Executive Sessions | Independent directors held executive sessions at each Board meeting in 2024 |
| Board Leadership | Lead Director: Daniel B. Fitzpatrick; Chair/CEO combined (Christopher J. Murphy III) with majority independent board oversight |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Total Director Compensation (2024) | $135,620 | Mix elected between cash and stock |
| Cash Fees (2024) | $144 | Minimal cash election |
| Stock Fees (2024) – Amount | $135,476 | Elected to receive fees largely in stock |
| Stock Fees (2024) – Shares | 2,557 shares | Weighted grant date fair value $52.98/share |
Director fee schedule (applies to non‑employee directors):
| Fee Type | Amount |
|---|---|
| Annual retainer | $72,620 (increased from $70,565 effective May 1, 2024) |
| Board meeting fee | $3,000 per meeting |
| Audit, Finance & Risk meeting fee | $3,000 per meeting |
| Other committee meeting fee | $2,500 per meeting |
| Committee chair retainers | Governance & Nominating $20,000; Executive Compensation & HR $15,000; Audit, Finance & Risk $15,000; Loan & Funds Management $10,000; Trust & Investment $10,000 |
Performance Compensation
No performance-based compensation metrics for non‑employee directors disclosed (no options/PSUs/bonuses; director compensation comprised of retainers, meeting fees, and elective stock grants) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public company boards | None disclosed for Schurz in SRCE proxy |
| Potential interlocks | No disclosed shared directorships with SRCE competitors/suppliers/customers involving Schurz |
Expertise & Qualifications
- Audit committee financial expert; deep experience in media, marketing, communications, and business/finance .
- Technology and operations background (VP Technology; broadcast operations leadership), relevant to SRCE’s digital/cyber oversight under Audit, Finance & Risk and its Digital & Technology subcommittee .
- Extensive community/non‑profit leadership enhancing stakeholder engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 11,890 common shares (<1% of class) |
| Ownership % of outstanding | <1% (proxy symbol « denotes less than 1%) |
| 2024 director stock fees | 2,557 shares at $52.98 grant date fair value |
| Hedging/Pledging policy | Directors prohibited from hedging; pledging only allowed for shares in excess of ownership guidelines with prior Governance & Nominating Committee approval |
Insider transactions (recent):
| Filing Date | Trade Date | Shares | Price | Type | Ownership After |
|---|---|---|---|---|---|
| Feb 5, 2024 | Feb 1, 2024 | 201 | $54.68 | Form 4 (grant) | 9,330 |
| Jun 5, 2024 | Jun 3, 2024 | 2,030 | $50.48 | Form 4 (grant) | 11,370 |
| Aug 5, 2024 | Aug 1, 2024 | 170 | $64.41 | Form 4 (grant) | 11,540 |
| Nov 5, 2024 | Nov 1, 2024 | 180 | $60.94 | Form 4 (grant) | 11,720 |
| Feb 5, 2025 | Feb 3, 2025 | 175 | $62.75 | Form 4 (grant) | 11,890 |
| Jun 4, 2025 | Jun 2, 2025 | 1,730 | $60.83 | Form 4 (grant) | 13,620 |
Governance Assessment
- Board effectiveness: Independent director with audit and compensation committee service, plus chairing Trust & Investment—strong governance engagement and relevant financial/cyber oversight experience .
- Independence and attendance: Confirmed independent; met attendance expectations; attended annual meeting; participates in regular independent executive sessions—supports board accountability .
- Ownership alignment: Elected to take nearly all 2024 director compensation in stock (2,557 shares), signaling alignment with shareholders; ongoing Form 4 grants increase holdings modestly .
- Conflicts/related-party exposure: Proxy discloses ordinary‑course banking transactions with directors/officers at market terms; specific related‑party transactions disclosed involve Aunalytics and certain other directors—not Schurz; no Schurz‑specific related‑party transactions identified .
- Compensation structure: Non‑employee director pay is fixed retainers and meeting fees with elective stock—no performance metrics, options, or special arrangements; no red flags such as tax gross‑ups or golden parachutes for directors .
RED FLAGS: None identified specific to Schurz. No low attendance, no related‑party transactions, no hedging/pledging disclosed, and director pay appears standard (retainer/meeting fees with elective stock) .