Tracy D. Graham
About Tracy D. Graham
Tracy D. Graham (age 51) is an independent director of 1st Source Corporation (SRCE) since 2021. He is Managing Principal of Graham-Allen Partners (technology-focused private investment), CEO of Aunalytics, Inc. (enterprise cloud, analytics, and tech services), and serves as Director and Chairman of the Board of LCI Industries. He holds 29 years of information technology operating and entrepreneurial experience (founder of GramTel and Internet Services Management Group) and contributes current knowledge of analytics/AI and digital transformation. As of the proxy record date, he beneficially owned 11,678 SRCE common shares (less than 1% of class) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graham-Allen Partners, LLC | Founder & Managing Principal | Not disclosed | Builds tech and tech-enabled businesses; strategic/operational support |
| Aunalytics, Inc. | Chief Executive Officer; Principal | Not disclosed | Leads enterprise cloud/analytics services provider |
| GramTel, Inc. | Co-founder | Prior role | Managed data center provider |
| Internet Services Management Group | Founder | Prior role | Grew to 2nd-largest private U.S. ISP via 23 acquisitions |
External Roles
| Organization | Public/Private | Role | Notes |
|---|---|---|---|
| LCI Industries | Public | Director; Chairman of the Board | Current public company chair role per SRCE proxy |
| Aunalytics, Inc. | Private | Chief Executive Officer | SRCE Bank customer; vendor to SRCE (see related-party section) |
Board Governance
- Independence: Board determined Graham is independent under Nasdaq/Company guidelines .
- Years of service on SRCE board: Since 2021 .
- Attendance: Board met 6 times in 2024; no incumbent directors attended fewer than 75% of aggregate board and committee meetings. All directors except Mr. Affleck‑Graves attended the 2024 Annual Meeting (implying Graham attended) .
- Lead Independent Director: Daniel B. Fitzpatrick serves as Lead Director (context) .
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Executive | Yes | No | Not listed (“—”) |
| Governance & Nominating | No | — | 4 |
| Audit, Finance & Risk | Yes | No | 6 |
| Executive Compensation & HR | No | — | 4 |
| Loan & Funds Management (Bank) | No | — | 12 |
| Trust & Investment (Bank) | Yes | No | 4 |
Fixed Compensation (Director)
- Fee schedule (effective 2024): Board annual retainer $72,620; Board meeting fee $3,000; Audit committee meeting $3,000; other committee meeting $2,500; committee chair additional retainers: Governance $20,000, Audit $15,000, Exec Comp $15,000, Loan & Funds $10,000, Trust & Investment $10,000 (Executive Committee chair $0). Annual retainer increased from $70,565 effective May 1, 2024 .
| 2024 Director Fee Schedule | Amount (USD) |
|---|---|
| Board annual retainer | $72,620 |
| Board meeting fee (per meeting) | $3,000 |
| Audit, Finance & Risk (per mtg) | $3,000 |
| Other committee (per mtg) | $2,500 |
| Chair retainers: Governance | $20,000 |
| Chair retainers: Audit | $15,000 |
| Chair retainers: Exec Comp | $15,000 |
| Chair retainers: Loan & Funds | $10,000 |
| Chair retainers: Trust & Investment | $10,000 |
- Graham’s 2024 director compensation (mix election): total $123,620; cash fees $60,134; fees received in stock $63,486 for 1,130 shares at weighted grant-date fair value $56.18. Company notes no separate stock awards, option awards, or other non-employee director compensation in 2024 .
| 2024 Director Compensation – Tracy D. Graham | Amount |
|---|---|
| Total | $123,620 |
| Fees earned/paid in cash | $60,134 |
| Fees received in stock (amount) | $63,486 |
| Shares issued (in lieu of cash) | 1,130 |
| Grant-date fair value per share | $56.18 |
Performance Compensation (Director)
| Performance-linked elements (non-employee directors) | Disclosure |
|---|---|
| Stock/option awards tied to performance | None in 2024; no stock awards, option awards, non-equity incentive comp, pension or other deferred compensation earnings for non-employee directors |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock / Counterparty Exposure |
|---|---|---|---|
| LCI Industries | Public | Director; Chairman | External public chair role (no SRCE counterparty disclosed) |
| Aunalytics, Inc. | Private | CEO; Principal | SRCE Bank customer; SRCE Bank paid $3,001,921 to Aunalytics for services in 2024. SRCE directors C.J. Murphy III and J.F. Affleck‑Graves also serve on Aunalytics’ board (information flow/interlock) |
Expertise & Qualifications
- 29 years in information technology as entrepreneur/executive; founder/operator with M&A roll-up experience (23 acquisitions at ISMG); current focus on analytics and AI for digital transformation .
- Provides strategic/operational support to tech and tech-enabled portfolio companies via Graham-Allen Partners .
- Contributes long-term perspective and deep state/regional network relevant to SRCE’s footprint .
Equity Ownership
| Date/Source | Shares Beneficially Owned | % of Class |
|---|---|---|
| As of February 13, 2025 (Proxy) | 11,678 | « (less than 1%) |
| Latest Form 4 post-transaction (filed Nov 5, 2025; txn Nov 3, 2025) | 12,721 | N/A; post-transaction ownership per Form 4 |
Hedging/Pledging policy: Directors are prohibited from hedging/shorting/options; pledging only allowed for shares in excess of guideline requirements with prior approval by Governance & Nominating Committee .
Insider Trades (Form 4 – most recent)
Pattern reflects periodic small “A – Award” acquisitions consistent with electing fees in stock; no open-market sales disclosed in the retrieved period.
| Filing Date | Transaction Date | Type | Qty | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-11-05 | 2025-11-03 | A (Award) | 235 | $59.55 | 12,721 | https://www.sec.gov/Archives/edgar/data/34782/000154405525000006/0001544055-25-000006-index.htm |
| 2025-08-06 | 2025-08-04 | A (Award) | 230 | $60.68 | 12,486 | https://www.sec.gov/Archives/edgar/data/34782/000154405525000004/0001544055-25-000004-index.htm |
| 2025-06-04 | 2025-06-02 | A (Award) | 578 | $60.83 | 12,256 | https://www.sec.gov/Archives/edgar/data/34782/000003478225000070/0000034782-25-000070-index.htm |
| 2025-02-05 | 2025-02-03 | A (Award) | 223 | $62.75 | 11,678 | https://www.sec.gov/Archives/edgar/data/34782/000003478225000011/0000034782-25-000011-index.htm |
| 2024-11-05 | 2024-11-01 | A (Award) | 180 | $60.94 | 11,455 | https://www.sec.gov/Archives/edgar/data/34782/000003478224000127/0000034782-24-000127-index.htm |
| 2024-08-05 | 2024-08-01 | A (Award) | 131 | $64.41 | 11,275 | https://www.sec.gov/Archives/edgar/data/34782/000003478224000101/0000034782-24-000101-index.htm |
Source: Insider-trades skill (Form 4 URLs above; full dataset retrieved 2023-2025-11-20).
Related-Party Transactions (Conflict Risk)
- SRCE previously invested in Data Realty entities now consolidated into Aunalytics, Inc.; SRCE Bank is a customer, and its primary operating system hardware is located in Aunalytics’ data center. In 2024, SRCE Bank paid Aunalytics $3,001,921 for services. Mr. Graham is a principal in Aunalytics and DRNI and serves as Aunalytics’ CEO; SRCE directors C.J. Murphy III and J.F. Affleck‑Graves also serve as Aunalytics directors. The Audit, Finance & Risk Committee is responsible for reviewing related-party transactions under its charter .
- Banking transactions with directors/officers are represented as on market terms and compliant with applicable regulations; policy requires board pre-approval above thresholds .
Governance Assessment
- Independence and Engagement: Graham is classified as independent; he served on three committees (Executive; Audit, Finance & Risk; Trust & Investment) and, along with all incumbents, met the ≥75% attendance threshold in 2024; he attended the 2024 Annual Meeting (all but one director did) .
- Alignment via Ownership/Pay: He holds a modest equity stake (11,678 shares as of proxy; increased to 12,721 by Nov 2025 via stock fee elections), and he elected to receive ~51% of 2024 director pay in stock ($63,486 stock vs $60,134 cash), which supports alignment; directors did not receive separate stock awards/options in 2024 .
- Oversight Roles: Service on Audit, Finance & Risk enhances board effectiveness; that committee oversaw ERM, risk categories, and auditor independence in 2024 .
- RED FLAG – Vendor Interlock/Conflict: Aunalytics is a material vendor to SRCE Bank ($3.00M in 2024); Graham is Aunalytics’ CEO and a principal, and two SRCE directors sit on Aunalytics’ board. This creates an ongoing related‑party exposure requiring rigorous recusal/disclosure and independent committee oversight (per charter, Audit, Finance & Risk oversees related parties). Investors should monitor renewal terms, pricing, and director recusals given Graham’s simultaneous Audit Committee membership and Aunalytics leadership .
- Policies mitigating risk: Prohibitions on hedging/shorting/options; pledging only on excess shares with prior committee approval. No director-specific ownership guidelines disclosed; NEO ownership guidelines exist and are fully met (context) .