source-20230310

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Notice of Annual Meeting of Shareholders and Proxy Statement

To the Shareholders of 1st Source Corporation:

The Annual Meeting of Shareholders of 1st Source Corporation will be held virtually via live webcast at www.virtualshareholdermeeting.com/SRCE2023, on April 20, 2023, at 8:00 a.m. Eastern Daylight Time, for the purpose of considering and voting upon the following matters:

1. Election of Directors. Election of four directors for terms expiring in 2026. (Pages 3-5)

2. Advisory Approval of Executive Compensation. Approval of the compensation of 1st Source Corporation’s executive officers disclosed in this proxy statement. (Pages 41-42)

3. Advisory Approval of Frequency of Future Advisory Votes on Executive Compensation. (Page 43)

4. Ratification of the appointment of FORVIS, LLP as 1st Source Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2023. (Page 43)

5. Other Business. Such other matters as may properly come before the meeting or any adjournment thereof.

Shareholders of record at the close of business on February 15, 2023, are entitled to vote at the meeting.

By Order of the Board of Directors,

John B. Griffith

Secretary

South Bend, Indiana

March 10, 2023

Please date and sign the proxy and return it promptly. If you do attend the meeting,

you may, nevertheless, vote in person and revoke a previously submitted proxy.

1st SOURCE CORPORATION

P.O. Box 1602 ● South Bend, Indiana 46634

PROXY STATEMENT

This Proxy Statement is furnished in connection with the 2023 Annual Meeting of Shareholders of 1st Source Corporation (“1st Source” or “the Company”).

When and where is the Annual Meeting? April 20, 2023, at 8:00 a.m. Eastern Daylight Time (“EDT”). The 2023 Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/SRCE2023. To participate in the virtual Annual Meeting, you must log-in using the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 7:30 a.m. EDT on April 20, 2023. Shareholders should give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. If you experience any technical difficulties during the meeting, a toll-free number will be available on our virtual shareholder meeting site for assistance.

Shareholders will also be able to vote and submit questions during the virtual meeting using the directions on the meeting website that day. All shareholders will need their control number to vote or ask questions. Whether or not shareholders plan to attend the virtual Annual Meeting, 1st Source urges all shareholders to vote in advance of the meeting by one of the methods described in these proxy materials for the Annual Meeting.

Who may vote at the meeting? Shareholders of record at the close of business on February 15, 2023, will be eligible to vote at the Annual Meeting. If shares are held in “street name,” shareholders must obtain a legal proxy from their broker to vote in person.

Why did I receive a notice regarding the Internet availability of proxy materials instead of paper copies of the proxy materials? We are using the SEC notice and access rule that allows us to furnish our proxy materials over the Internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, beginning on or about March 10, 2023, we sent our shareholders (other than those who had previously requested to receive only printed copies of our proxy materials) by mail or email a notice containing instructions on how to access our proxy materials over the Internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to in the notice.

If I am the record holder of my shares, how do I vote? You may vote by:

•Internet: Go to www.proxyvote.com to transmit your voting instructions.

•Telephone: Use any touch-tone telephone to call 1-800-690-6903 and follow the instructions to transmit your voting instructions.

•Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided.

•Voting in person at the meeting.

Although you may vote by mail, we ask that you vote instead by Internet or telephone, which saves us postage and processing costs.

If you are a beneficial owner and a broker or other fiduciary is the record holder, then you received access to these proxy materials from the record holder. The record holder should have given you instructions for directing how the record holder should vote your shares. It will then be the record holder’s responsibility to vote your shares for you in the manner you direct.

How many shares are outstanding? There were 25,462,488 shares of our common stock outstanding on the record date. The voting securities of 1st Source consist only of Common Stock. Each shareholder is entitled to one vote for each share. Cumulative voting is not authorized.

What is the required vote? Director nominees will be elected upon receipt of a plurality of the votes cast. The ratification of the appointment of the independent auditors and the advisory vote on executive compensation will each be approved if the votes cast in favor exceed those cast against. The advisory vote on the frequency of advisory votes on executive compensation serves to provide information concerning shareholder preferences, so no voting threshold is required to be met for that proposal. The Company knows of no other proposals expected to be presented at the meeting other than the four proposals described herein. Additional proposals, if any, would be approved if votes in favor of such proposal exceed those cast against.

How are abstentions and “non-votes” counted? Abstentions on properly executed proxy cards and shares not voted by brokers and other entities holding shares on behalf of beneficial owners (“broker non-votes”) will be counted for determining a quorum at the meeting. However, abstentions and broker non-votes will not affect the voting results on those matters for which the shareholder has abstained or the broker has not voted.

Who is soliciting proxies? This solicitation is being made by the Board of Directors of 1st Source. The cost of solicitation of proxies will be borne by 1st Source.

How will proxies be solicited? In addition to the use of mails, proxies may be solicited through personal interview, electronic media, telephone, and facsimile by directors, officers and regular employees of 1st Source without additional remuneration therefor.

How may I revoke my proxy? Shareholders may revoke their proxies at any time prior to the meeting by giving written notice to John B. Griffith, Secretary, 1st Source Corporation, Post Office Box 1602, South Bend, Indiana 46634, or by voting in person at the meeting. If you hold your shares in the name of your broker or other fiduciary and desire to change your instructions on how to vote your shares, you will need to contact that party.

When were these materials provided? The approximate date for making available this Proxy Statement and the form of proxy to shareholders is March 10, 2023.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Beneficial owners of more than 5% of the Common Stock outstanding at February 15, 2023:


	Voting Authority			Investment Authority			Total Beneficial Ownership
Name and Address	Sole	Shared	None	Sole	Shared	None	Amount	% of Class

1st Source Bank (1)(2) 100 North Michigan Street South Bend, IN 46601	647,812	5,174,763	3,689,626	610,884	5,175,126	2,664,632	5,786,010	22.72	%

Christopher J. Murphy III (2)(3) Carmen Murphy (2)(4) 100 North Michigan Street South Bend, IN 46601	1,182,268	—	—	1,182,268	56,806	—	4,363,925	17.14	%
	653,893	—	—	653,893	2,527,764		4,363,925	17.14	%

O.C. Carmichael III (2)(5) 3212 W End Avenue Suite 500 Nashville, TN 37203	63,372	—	—	63,372	1,448,118	—	1,511,490	5.94	%

Stanley C. Carmichael (2)(6) 1510 71st St. Fennville, MI 49408	36,730	—	—	36,730	647,760	—	684,490	2.69	%

Ernestine C. Nickle (2)(6) 560 Sea Oak Drive Vero Beach, FL 32963	99,446	—	—	99,446	635,884	—	735,530	2.89	%

Dimensional Fund Advisors LP (7) Palisades West, Building One, 6300 Bee Cave Road Austin, TX, 78746	1,625,237	—	—	1,654,221	—	—	1,654,221	6.50	%

BlackRock, Inc. (8) 55 East 52nd Street New York, NY 10055	1,422,411	—	—	1,462,501	—	—	1,462,501	5.74	%

(1)1st Source Bank (“1st Source Bank” or “the Bank”), 1st Source’s subsidiary bank, owns no securities for its own account. These shares are registered in 1st Source Bank’s name or its nominee as fiduciary or agent. The amounts shown as “Shared” in the above table include 5,174,763 shares held in trusts (referred to herein as the “Morris Trusts”) for the benefit of Ernestine M. Raclin, her children, her grandchildren, her great-grandchildren and their spouses, of which 1st Source Bank is the trustee, as further described in Note 2 below. Ms. Raclin is the retired Chairman of the Board of 1st Source, the mother of Carmen C. Murphy and the mother-in-law of Christopher J. Murphy III, Ms. Murphy’s husband.

The amounts shown as “None” in the above table include 1,836,161 shares held by 1st Source Bank as trustee in various trusts or held by 1st Source Bank as agent for shares held by other entities which are included in the totals of Mr. Murphy and Ms. Murphy as described further in Notes 3 and 4 below. 1st Source Bank has no voting or dispositive power over such shares and accordingly disclaims beneficial ownership. These amounts also include 754,273 shares held by participants in the 1st Source Corporation Employee Stock Ownership and Profit Sharing Trust for which the Bank has no voting or investment authority except to the extent imputed by ERISA. The remaining amounts shown as “None” include shares held by 1st Source Bank as trustee in various trusts or held by 1st Source Bank as agent for shares held by other entities. 1st Source Bank has no voting or dispositive power over such shares and accordingly disclaims beneficial ownership.

(2)1st Source Bank is the trustee of all the Morris Trusts (described in Note 1) with voting power and shared power of disposition over shares in the trusts. Ms. Carmen Murphy, Mr. O.C. Carmichael III, Ms. Ernestine C. Nickle and Mr. Stanley Clark Carmichael (each a “family designated representative”) serve as representatives to certain trusts for the benefit of their respective family lines. The shares in each group of respective trusts over which each family designated representative shares dispositive power are as follows:


Ms. Murphy			2,470,958
Mr. O.C. Carmichael III			1,449,161
Ms. Nickle			606,884
Mr. S.C. Carmichael			647,760
Total			5,174,763

The terms of the respective trusts allow the respective family designated representative, as applicable, to direct the trustee to (or appoint a special trustee to) diversify the 1st Source Corporation common stock holdings in the Morris Trusts. The family designated representatives may also (i) direct the trustee to engage an independent proxy service to provide voting recommendations to the trustee, in which case the trustee has agreed to vote the 1st Source Corporation common stock held by the applicable trusts in accordance with the recommendations of such independent proxy service, unless to do so would be contrary to applicable Securities and Exchange Commission (“SEC”) legal and regulatory guidelines and requirements or violate the trustee’s fiduciary obligations, or, (ii) appoint a special trustee, which special trustee would have the power to vote the 1st Source Corporation common stock held by the applicable Morris Trusts. The inclusion of the shares held in the Morris Trusts does not constitute an admission of beneficial ownership by the designated family line representatives for purposes of Section 13(d) or Section 13(g) of the Exchange Act, or for any other purpose.

(3)Mr. Murphy has sole voting and dispositive power over (i) 492,272 shares held in a revocable trust or held directly by Mr. Murphy; (ii) 6,352 shares held by Mr. Murphy in an IRA; (iii) 125,893 shares held in a corporation for which Mr. Murphy serves as president; (iv) 60,862 shares held by Mr. Murphy in the Company’s 401(k) Plan; and (v) 496,889 shares held in two limited partnerships for which Mr. Murphy serves as the general partner. Mr. Murphy and Carmen C. Murphy also share voting and dispositive power over 56,806 shares held in a family foundation. In addition to the shares set forth in the above table, 653,893 shares for which Ms. Murphy has sole voting and dispositive power and 2,470,958 shares held in the Morris Trusts as to which Ms. Murphy shares dispositive power as described above may be attributed to Mr. Murphy as her spouse. Mr. Murphy disclaims beneficial ownership of such shares, and the inclusion of such shares does not constitute an admission of beneficial ownership by Mr. Murphy for purposes of Section 13(d) or Section 13(g) of the Exchange Act, or for any other purpose.

(4)Ms. Murphy has sole voting and dispositive power over (i) 69,293 shares held in a revocable trust; and (ii) 584,600 shares held in a limited liability company for which Ms. Murphy serves as the president and voting member. Ms. Murphy also shares dispositive power over 2,470,958 shares held in the Morris Trusts and Christopher J. Murphy III and Ms. Murphy share voting and dispositive power over 56,806 shares held in a family foundation. In addition to the shares set forth in the above table, 1,182,268 shares for which Mr. Murphy has sole voting and dispositive power may be attributed to Ms. Murphy as his spouse. Ms. Murphy disclaims beneficial ownership of such shares, and the inclusion of such shares does not constitute an admission of beneficial ownership by Ms. Murphy for purposes of Section 13(d) or Section 13(g) of the Exchange Act, or for any other purpose.

(5)As reported in Form 13G filed February 29, 2016.

(6)Information for Ernestine C. Nickle, Andrew Nickle, and Stanley C. Carmichael is as reported in their group Form 13G filed February 9, 2022. Shares reported as owned by Ms. Nickle include 16,922 shares held directly by Andrew Nickle, Ms. Nickle’s spouse.

(7)As reported in Form 13G filed February 10, 2023, Dimensional Fund Advisors LP, in its role as investment advisor for various clients, had sole dispositive and/or voting power of the shares.

(8)As reported in Form 13G filed February 1, 2023, BlackRock, Inc., in its role as a parent holding company, has sole dispositive and/or voting power of the shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Board of Directors knows of no matters to come before the Annual Meeting other than the matters referred to in this Proxy Statement. However, if any other matters should properly come before the meeting, the persons named in the enclosed proxy intend to vote in accordance with their best judgment. No director, nominee for election as director, or executive officer of 1st Source has any special interest in any matter to be voted upon other than election to the Board of Directors. Executive officers may be considered to have an interest generally in the outcome of the advisory vote on executive compensation. Directors have indicated that they intend to vote for all directors as listed in Proposal Number 1, for Proposal Number 2, selecting an advisory vote by shareholders every three years as requested in Proposal Number 3, and for Proposal Number 4.

PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

The Board of Directors is divided into three (3) groups of directors whose terms expire at different times. At the 2023 Annual Meeting, four directors are to be elected for terms expiring in 2026 or until the qualification and election of a successor. In accordance with the Indiana Business Corporation Law, directors will be elected by a plurality of the votes cast, which means that the director nominees who receive the highest number of votes “for” their election are elected. Instructions to withhold authority will result in a nominee receiving fewer votes but will not count as votes “against” the nominee. Abstentions and shares not voted by brokers are not considered “votes cast.”

Our bylaws provide that a nominee for reelection who fails to receive a majority of the votes cast shall tender his or her resignation for the Board’s consideration. The Board of Directors, in its sole discretion, will then decide whether or not it is appropriate to accept the resignation.

The following information is submitted for each nominee as well as each director and each non-director executive officer continuing in office. Vinod M. Khilnani is not standing for re-election to the Board of Directors. The decision by Mr. Khilnani to not stand for re-election was not a result of any disagreement with the Board or management of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE.

Three of the four nominees are incumbent directors and the Board has determined that the continued service of the incumbent nominees and of the remaining incumbent directors whose terms expire in later years is in the best interests of the Company. In addition, the Board has nominated Andrea G. Short, Executive Vice President of the Company and President and Chief Executive Officer of the Bank, upon the recommendation of the Governance and Nominating Committee. The Board has also determined that all directors and the new director nominee have demonstrated the ability and willingness to participate in and contribute to the Board and its committee activities. Each is actively involved in civic, community and business affairs. Such involvement is noted below with a representative sample of the boards or organizations with which they are involved.


DIRECTOR NOMINEES

Terms Expiring in April, 2026 (if elected)

		Name: Andrea G. Short Age: 60 Principal Occupation(1): Executive Vice President, 1st Source Corporation and President and Chief Executive Officer, 1st Source Bank (since 2022); prior thereto, Executive Vice President, 1st Source Corporation and President, 1st Source Bank (since 2021); Executive Vice President, Treasurer and Chief Financial Officer, 1st Source Corporation and President and Chief Financial Officer, 1st Source Bank (since 2020); and Executive Vice President, Treasurer and Chief Financial Officer, 1st Source Corporation and 1st Source Bank (since 2013) Beneficial Ownership of Equity Securities(2) Common Stock: 78,039 % of Class: «

●	Over 38 years of banking and business experience, including serving as a Director of 1st Source Bank and/or President and Chief Executive Officer of 1st Source Bank, Executive Vice President, Treasurer and Chief Financial Officer of both 1st Source Corporation or 1st Source Bank and other positions for 24 years. Ms. Short contributes long-term perspective, current knowledge, and extensive contacts in all communities in which the Company does business. Prior to 1st Source, Ms. Short worked at Crowe and First of America Bank (now PNC).

●	Extensive knowledge of 1st Source and 1st Source Bank and general knowledge in the finance/banking industry.

●	Serves on numerous boards including those of the Medical Education Foundation and the South Bend Elkhart Regional Partnership.

●	B.A. in Business from Alma College and a graduate of the Harvard University, Graduate School of Business Administration, Advanced Management Program, the Northwestern University Business School's Senior Marketing Program and the University of Chicago’s Strategic Planning Program.

Terms Expiring in April, 2023 (April, 2026 if reelected)

		Name: Christopher J. Murphy III Age: 76 Principal Occupation(1): Chairman of the Board, President and Chief Executive Officer, 1st Source and Chairman of the Board, 1st Source Bank (since 2022); prior thereto, Chairman of the Board, President, and Chief Executive Officer, 1st Source and Chairman of the Board and Chief Executive Officer, 1st Source Bank Year In Which Directorship Assumed: 1972 Beneficial Ownership of Equity Securities(2)(3) Common Stock: 4,363,925 % of Class: 17.14%

●	Over 50 years of banking and business experience, including serving as a Director and/or President and Chief Executive Officer of both 1st Source Corporation or 1st Source Bank for 50 years. Mr. Murphy contributes long-term perspective, current knowledge, and extensive contacts in all communities in which the Company does business. Prior to 1st Source, Mr. Murphy worked at Citibank, and while in college, for the Office of the Comptroller of the Currency, U.S. Department of the Treasury.

●	Extensive knowledge of 1st Source and 1st Source Bank and general knowledge in the finance/banking industry, investments, insurance, venture capital, and real estate investments.

●	Serves as a director of Aunalytics, Inc., representing 1st Source’s investment in this provider of managed data center, data analysis, cloud and other technology related services.

●	Serves or has served on numerous local, regional and national for profit and not-for-profit boards including those of the Federal Reserve Bank of Chicago, the Medical Education Foundation (serves as the citizen’s advisory board of Indiana University Medical School at Notre Dame), and the Indiana State Chamber of Commerce (emeritus). Previously served on the Board and Audit Committee of Beacon Health System, as Chairman of the Board of Regents of the Indiana Academy, and on the board of the Indiana Commission for Higher Education.

●	B.A. in Government from the University of Notre Dame, a J.D. from the University of Virginia Law School and an M.B.A. from the Harvard University School of Business.



		Name: Timothy K. Ozark Age: 73 Principal Occupation(1): Chairman, TKO Finance Corporation (lender to financial services and manufacturing companies); formerly Chairman and Chief Executive Officer, Aim Financial Corporation (mezzanine funding and leasing) Year In Which Directorship Assumed: 1999 Beneficial Ownership of Equity Securities(2) Common Stock: 41,700 % of Class: «

●	43 years of financial experience, including 31 years as founder, Chairman and Chief Executive Officer of Aim Financial Corporation, a mezzanine lender to privately held companies. Mr. Ozark also is President and CEO of TKO Finance Corporation, a lender to financial services and manufacturing companies. Mr. Ozark is also Lead Director of White Lodging Corporation, one of America’s most experienced and most strategic hotel developers. From 1980 to 1983, Mr. Ozark served as Executive Vice President of Great American Management Services, Inc. a wholly owned subsidiary of American Financial Corporation of Cincinnati, Ohio which specialized in equipment leasing and lending. From 1984 to 1992, Mr. Ozark served as CEO and President of Meridian Leasing Corporation, one of North America’s largest privately held leasing companies with revenues in excess of $500 million.

●	Expertise in mezzanine funding, lending-leasing and general knowledge of business, finance, and real estate investing. Contributes long-term perspective in all of these areas.

●	Qualifies as an audit committee financial expert under SEC guidelines.

●	Serves as a member of the Visiting Committee to the Division of Biological Sciences and the Pritzker School of Medicine for The University of Chicago and on the board of directors for a number of privately held companies.

●	B.S. in Business Administration from the University of Minnesota and an M.B.A. from St. Cloud State University.

●	Served as an officer in the United States Marine Corps from 1968-1974.

		Name: Todd F. Schurz Age: 62 Principal Occupation(1): Former President and Chief Executive Officer, Schurz Communications, Inc. (communications, broadband and cloud services) Year In Which Directorship Assumed: 2020 Beneficial Ownership of Equity Securities(2) Common Stock: 6,207 % of Class: «

●	32 years of financial experience, including 15 years as President and Chief Executive Officer and 3 years as President and Chief Operating Officer of Schurz Communications, Inc. (SCI), a diversified, privately-owned communications company, with five broadband companies and managed cloud services companies. SCI has a presence in 13 states, including Indiana and Michigan, as well as Great Britain and Romania. Prior to joining SCI, Mr. Schurz was President and Editor of Associated Desert Shoppers in Palm Desert, California from 1991 to 1995. From 1995 to 2000, he was President, Editor and Publisher of the South Bend Tribune. He then served as SCI’s Vice President of Technology from 2000 to 2005 and as President and General Manager of WSBT Television from 2002 to 2005 before becoming President and Chief Operating Officer of SCI in 2005.

●	Serves as lead independent director and Vice Chair of Herschend Enterprises, a themed entertainment company. Mr. Schurz is also an independent board advisor to EBSCO Industries and serves on the University of Notre Dame College of Arts & Letters Advisory Council.

●	Previously served on the boards of Mutual Insurance Company Limited, News Media Alliance, American Press Institute (API), and the CBS Television Network Affiliates Association. Mr. Schurz is also a former Chair of the Memorial Hospital Board, Beacon Health Foundation, the Chamber of Commerce of St. Joseph County, Hoosier State Press Association Foundation, the Poynter Institute’s National Advisory Board, and the coordinating committee for the Regional Approach to Progress.

●	Expertise in media, marketing and communications and general knowledge of business and finance. Contributes long-term perspective in all of these areas.

●	Qualifies as an audit committee financial expert under SEC guidelines.

●	B.A. in History and Economics from Brown University and an M.B.A. from the Wharton School at the University of Pennsylvania.


OTHER INCUMBENT DIRECTORS

Terms Expiring in April, 2024

		Name: Melody Birmingham Age: 51 Principal Occupation(1): Executive Vice President and Chief Innovation Officer, NiSource Inc. (natural gas and electric distribution); prior thereto, Senior Vice President and Chief Administrative Officer, Duke Energy; Senior Vice President and Chief Procurement Officer, Duke Energy; and President, Duke Energy Indiana (electric utility) Year In Which Directorship Assumed: 2018 Beneficial Ownership of Equity Securities(2) Common Stock: 5,578 % of Class: «

●	28 years of leadership and managerial experience in the natural gas and electric and automotive manufacturing industries. As Executive Vice President and Chief Innovation Officer for NiSource, Inc., Ms. Birmingham focuses on innovation and enhancing the customer experience and leads NiSource’s transformation as it continues to evolve and grow with the changing energy needs of customers and communities. Ms. Birmingham contributes long-term perspective, current knowledge and extensive contacts in the state in which the Company is located.

●	Expertise in managing construction, real estate, facilities, customer operations, engineering, resource, supply chain operations, project management, information technology, data and analytics and enterprise security as well as managing regulatory affairs, government relations and community affairs.

●	Qualifies as an audit committee financial expert under SEC guidelines.

●	Member of the Executive Leadership Council, an organization committed to increasing the number of global Black executives. Most recently served on the board of directors for the Urban League of Central Carolina, the board of directors for Charlotte Symphony and Orchestra, board of directors for Discovery Place, and the board of trustees for Marian University. Had previously served on the board of directors of the American Association of Blacks in Energy and on the Financial Research Institute advisory board, Robert J. Trulaske, Sr. College of Business, University of Missouri, Indiana Electric Association, the Indiana Chamber of Commerce, Special Olympics Indiana, Central Indiana Corporate Partnership and United Way of Indiana.

●	B.S. in Organizational Leadership and Supervision from Purdue University, an M.B.A. from Strayer University, an Honorary Doctorate in Humane Letters from Saint Mary of the Woods College and successful completion of the Advanced Management Program at Harvard University.

		Name: Tracy D. Graham Age: 49 Principal Occupation(1): Managing Principal of Graham-Allen Partners, LLC, a private investment company focused on building enterprise data and technology businesses, and Chief Executive Officer of Aunalytics, Inc, (a provider of enterprise cloud, analytics, and other technology related services); Director and Chairman of the Board of Directors, LCI Industries Year In Which Directorship Assumed: 2021 Beneficial Ownership of Equity Securities(2) Common Stock: 9,291 % of Class: «

●	27 years of experience in the information technology industry as entrepreneur and executive. Mr. Graham is the Founder and Managing Principal of Graham Allen Partners, a private equity firm that specializes in investing in, and building, technology and technology-enabled companies. He leverages his long history of successfully acquiring and operating businesses to provide strategic and operational support to a growing portfolio of small and middle-market companies. He is currently focused on leveraging analytics and artificial intelligence to help companies evolve via digital transformation. Prior to Graham Allen Partners, Mr. Graham co-founded GramTel, Inc. (a managed data center provider). Prior to founding GramTel, he founded Internet Services Management Group, where he led the company to become the second largest privately held Internet service provider in the United States (acquiring and integrating 23 companies). Mr. Graham contributes long-term perspective, current knowledge and extensive contacts in the state in which the Company is located.

●	Unique expertise in enterprise technology, cyber security, cloud, data center and Internet services and data analytics and artificial intelligence.

●	Member of 1st Source Bank Board of Directors since 2012. Member of 1st Source Corporation Board of Directors from 2012 to 2014.

●	Currently serves on the boards of Lippert, the Horton Group, Beacon Health System, Davenport University, and the Regional Development Authority of Northern Indiana’s Diversity and Inclusion Committee and as a member of the Board of Trustees of the University of Notre Dame.

●	Bachelor of Arts in Sociology from the University of Notre Dame and attended the Indiana University Graduate School of Education.




		Name: Mark D. Schwabero Age: 70 Principal Occupation(1): Retired Chairman, Chief Executive Officer and Director, Brunswick Corporation (2018); prior thereto, President and Chief Operating Officer, Brunswick Corporation; Director, Methode Electronics, Inc. Year In Which Directorship Assumed: 2004 Beneficial Ownership of Equity Securities(2) Common Stock: 20,609 % of Class: «

●	Nearly 43 years of total experience in the automotive, marine and commercial vehicle/manufacturing industries, the last 33 of which as a senior executive. Mr. Schwabero had been with Brunswick Corporation for the 15 years preceding his retirement in 2018. He became Chairman and Chief Executive Officer in February 2016 after having served as President and Chief Operating Officer of Brunswick Corporation and prior thereto as President of Mercury Marine.

●	Detailed knowledge of the transportation, recreational and marine industries as well as long-term perspective in manufacturing and general management expertise. Public company experience.

●	Named by CEO Today Magazine as one of the top 100 CEOs in America for U.S. based companies for 2018.

●	Qualifies as an audit committee financial expert under SEC guidelines.

●	Former director of National Exchange Bank & Trust.

●	Serves as Lead Director.

●	Serves on the Advisory Committee of The Ohio State University Center for Automotive Research.

●	Past Chairman of the National Marine Manufacturers Association.

●	B.S. and M.S. in Industrial and Systems Engineering from The Ohio State University.

		Name: Ronda Shrewsbury Age: 57 Principal Occupation(1): President and Chief Executive Officer, RealAmerica, LLC (real estate development and property management) Year In Which Directorship Assumed: 2021 Beneficial Ownership of Equity Securities(2) Common Stock: 4,248 % of Class: «

●	Over 31 years of experience in multifamily, commercial, land and office development serving as President of RealAmerica Companies for 28 years. As the sole owner and founder, Ms. Shrewsbury provides strategic direction and vision for four Women Business Enterprise-certified, vertically integrated companies. She holds an active Indiana Principal Brokers License and seeks opportunities to live out her passion of providing quality, supportive housing. Ms. Shrewsbury contributes long-term perspective, current knowledge and extensive contacts in the state in which the Company is located.

●	Extensive knowledge of real estate development, design, construction, and management of affordable, market-rate, commercial, senior living, and self-storage properties. Expertise in tax credit financing, historic tax credits, HUD and other financing products for new construction, adaptive reuse, historic rehab and preservation developments.

●	Founder of Legacy25, a non-profit organization dedicated to providing support and services for affordable housing communities. Serves as Past President of the Indiana Affordable Housing Council and Chair of the Governmental Affairs Committee.

●	Serves as Chair of the Board of the Indianapolis Zoo, on the board of the Near North Development Corporation, and other philanthropic boards. Her past service includes multiple leadership roles in the Young Presidents Organization including as Chapter Chair in Indiana and Illinois, Central U.S. Regional Board and International Forum Committee.

●	B.S. in Finance/Real Estate from Indiana University School of Business.




Terms Expiring in April, 2025

		Name: John F. Affleck-Graves Age: 71 Principal Occupation(1): Professor Emeritus, University of Notre Dame; prior thereto, Chaired Professor of Finance and Executive Vice President and Chief Financial Officer, University of Notre Dame; former director, Hi-Crush, Inc. Year In Which Directorship Assumed: 2019 Beneficial Ownership of Equity Securities(2) Common Stock: 11,874 % of Class: «

●	Mr. Affleck-Graves served as Executive Vice President and Chief Financial Officer of the University of Notre Dame from 2004 to June 2019. Prior to that he had served as Vice President and Associate Provost for the University and served on the Notre Dame faculty from 1986 to 2000 (the final three years as Chairman of the Department of Finance and Business Economics). He spent one year at Florida State University as the Patty Hill Eminent Scholar in Finance and returned to Notre Dame in 2001.

●	Also serves as a director of Aunalytics, Inc., a provider of managed data center, data analysis, cloud and other technology related services.

●	Author of over 50 finance research articles including several in the leading finance and accounting academic journals.

●	Contributes expertise in financial analysis, statistical analysis and Economic Value Added analysis.

●	Qualifies as an audit committee financial expert under SEC guidelines.

●	Former chair of the Regional Development Authority for the north central region of Indiana.

●	Bachelor’s and Master’s degrees in finance and Doctoral degree in mathematical statistics from the University of Cape Town.

		Name: Daniel B. Fitzpatrick Age: 65 Principal Occupation(1): Chairman, President and Chief Executive Officer, Quality Dining, Inc. (quick service and casual dining restaurant operator) Year In Which Directorship Assumed: 1995 Beneficial Ownership of Equity Securities(2) Common Stock: 45,292 % of Class: «

●	41 years of business experience as the founder, Chairman, President and Chief Executive Officer of Quality Dining, Inc. As head of a locally headquartered, multi-concept restaurant company with operations located in three states, Mr. Fitzpatrick contributes long-term perspective, current knowledge, and extensive contacts in communities in which the Company does business.

●	Expertise in the restaurant industry and general knowledge of food services retailing.

●	Qualifies as an audit committee financial expert under SEC guidelines.

●	Serves as Past Chairman of the Holy Cross College Board of Trustees and is a board member for Women’s Care Center Foundation, both in South Bend. Mr. Fitzpatrick has served with nearly two dozen other community organizations.

●	B.A. in Business Administration from the University of Toledo.




		Name: Christopher J. Murphy IV(4) Age: 53 Principal Occupation(1): Owner and Chief Executive Officer, Catharsis Productions, LLC (training programs) Year In Which Directorship Assumed: 2011 Beneficial Ownership of Equity Securities(2) Common Stock: 145,738 % of Class: «

●	23 years of business experience as co-founder, owner and Chief Executive Officer of Catharsis Productions, LLC.

●	Contributes general business knowledge, long-term perspective and expertise in entrepreneurship, government contracting and creative marketing and development expertise.

●	Although not eligible to serve on the Audit Committee, meets the criteria to be an audit committee financial expert under SEC guidelines.

●	Served as co-chairperson of MEN (Men Endorsing Non-Violence) Illinois state subcommittee and serves as board member for Interaction (non-profit organization.)

●	B.A. in Liberal Studies, Communications and Theatre and an M.B.A. from the University of Notre Dame.

		Name: Isaac P. Torres Age: 55 Principal Occupation(1): President and Chief Executive Officer, InterCambio Express, Inc. (Internet-based money transfer service) Year In Which Directorship Assumed: 2022 Beneficial Ownership of Equity Securities(2) Common Stock: 2,400 % of Class: «

●	Over 23 years of experience in an Internet-based industry as founder, President and Chief Executive Officer of InterCambio Express, Inc. InterCambio Express has its USA headquarters in Elkhart, Indiana and a Mexican subsidiary located in Puebla, Mexico. Prior to founding InterCambio Express, Inc., Mr. Torres served as Chief Financial Officer of the German transnational company Hoechst AG (now Sanofi-Aventis) and as a senior auditor for Price Waterhouse Coopers. Mr. Torres contributes long-term perspective, current knowledge and extensive contacts in the state in which the Company is located as well as internationally.

●	Expertise in Internet-based industries and international payments systems as well as extensive skills in finance, accounting and international business.

●	Attained CAMS (Certified Anti-Money Laundering Specialist) certification.

●	Qualifies as an audit committee financial expert under SEC guidelines.

●	Active in the community serving on boards including the Community Foundation of Elkhart County, Women’s Care Center, RISE-Moxie, a Committee Member of the South Bend & Elkhart Regional Partnership - Diversity & Inclusion Committee and the Indiana University Foundation Board.

●	Bachelor’s degree in Accounting from The National Autonomous University of Mexico - UNAM (Universidad Nacional Autónoma de Mexico) and an M.B.A. from Indiana University.

Beneficial Ownership of Equity Securities(2)

Name

Age

Title

Common Stock

% of Class

Director Not Standing for Reelection

Vinod M. Khilnani

12,416

Executive Officers of the Company (Non-Directors)

Brett A. Bauer

Senior Vice President, Treasurer and Chief Financial Officer, 1st Source Corporation and 1st Source Bank (since 2021); prior thereto, Vice President and Chief Investment Officer of the Funds Management Division of 1st Source Bank (since 2012)

22,095

Jeffrey L. Buhr

Executive Vice President and Chief Credit Officer, 1st Source Bank (since 2014); prior thereto, Senior Vice President and Chief Credit Officer, 1st Source Bank

73,946

John B. Griffith

Executive Vice President, Chief Risk Officer, General Counsel and Secretary, 1st Source Corporation and 1st Source Bank (since 2011)

70,980

All Directors and Executive Officers as a Group (16 persons)

4,914,338

19.30

« Represents holdings of less than 1%.

(1)The principal occupation represents the employment for the last five years for each of the named directors and executive officers. Directorships presently held or held within the last five years in other corporations with publicly registered securities are also disclosed.

(2)Based on information furnished by the directors and executive officers as of February 15, 2023.

(3)See footnotes (1), (2), and (3) to the Voting Securities and Principal Holders Thereof table above.

(4)Mr. Murphy IV is Mr. and Mrs. Murphy III’s son.

TRANSACTIONS WITH RELATED PERSONS

The Audit, Finance and Risk Committee of 1st Source’s Board of Directors is responsible, under the terms of that Committee’s charter, for reviewing and disclosure of related party transactions that are material to 1st Source’s consolidated financial statements or otherwise require disclosure under Item 404 of SEC Regulation S-K.

Banking Transactions — Directors and officers of 1st Source and their affiliates were customers of, and had transactions with, 1st Source and its subsidiaries in the ordinary course of business during 2022. Such transactions were in compliance with applicable federal and state laws and regulations in all significant respects. Additional transactions are expected to take place in the ordinary course of business in the future. All outstanding loans and commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the Company and did not involve more than the normal risk of collectability, or present other features unfavorable to the Company. Credit underwriting procedures followed were no less stringent than those for comparable transactions with borrowers not related to the Company.

1st Source’s Loan Policy requires prior approval by a majority of the Board of Directors of any extension of credit to an executive officer, director, principal shareholder or persons related to any of the foregoing if aggregate extensions of credit to such executive officer, director, principal shareholder or other person exceeds $500,000. The aggregate of loans to an executive officer may not exceed $100,000 excluding loans 1) to finance the education of the executive officer’s children, 2) to purchase, construct, maintain or improve a residence owned by the executive officer and secured by a first lien, or 3) secured by a perfected security interest in bonds, notes, certificates of indebtedness or other obligations fully guaranteed by the United States, cash or a cash-equivalent. Loans to executive officers are 1) reported to the 1st Source Board at its next regularly scheduled meeting, 2) preceded by the submission of a current personal financial statement, and 3) made subject to the condition that the loan will become due if the executive officer becomes indebted to any other financial institution or financial institutions in an aggregate amount greater than $100,000 (excluding the types of loans noted in 1), 2) and 3) in the preceding sentence). Finally, within 10 days of the date that the aggregate indebtedness to other financial institutions exceeds $100,000 (again excluding the types of loans noted in 1), 2) and 3) above), an executive officer must make a written report to the Board disclosing same.

Other Transactions — The Company has previously reported its investment in Data Realty, LLC, investments by 1st Source Bank in its subsidiary Data Realty Northern Indiana, LLC (DRNI) and payments to Data Realty LLC's subsidiary, Aunalytics, Inc. All of these entities have been consolidated in Aunalytics, Inc. (Aunalytics). Aunalytics is a managed data center, network interconnection cooperative servicing business, data hosting and data and cloud analysis service provider in 1st Source Bank’s headquarters region. 1st Source Bank is a customer of Aunalytics and DRNI and the Bank’s primary operating system hardware is located in the data center owned and operated by Aunalytics. In 2022, 1st Source Bank paid an aggregate of $2,103,249 for services provided by Aunalytics.

Mr. Murphy III is a Director of Aunalytics representing 1st Source’s interests. Mr. Affleck-Graves also is a director of Aunalytics. Mr. Graham is a principal in Aunalytics and DRNI and is Aunalytics’ CEO.

BOARD COMMITTEES AND OTHER CORPORATE GOVERNANCE MATTERS

In January 2004, the Board of Directors adopted and has since periodically updated the 1st Source Corporate Governance Guidelines. The Corporate Governance Guidelines are designed to ensure and document the Company’s high standards for corporate governance. The Corporate Governance Guidelines are in accordance with the listing rules of the NASDAQ Stock Market and rules of the SEC. The Corporate Governance Guidelines are available on the Company’s website at www.1stsource.com.

Director Independence — The Board assesses each director’s independence in accordance with the Corporate Governance Guidelines. The Corporate Governance Guidelines define an independent director as one who has no relationship to the Company that would interfere with the exercise of independent judgment in carrying out responsibilities as a director of the Company and who is otherwise “independent” under the listing rules of the NASDAQ Stock Market. The Board has determined, after careful review, that the following ten of the twelve current members of the Board are independent directors: Mr. Affleck-Graves, Ms. Birmingham, Mr. Fitzpatrick, Mr. Graham, Mr. Khilnani, Mr. Ozark, Mr. Schurz, Mr. Schwabero, Ms. Shrewsbury and Mr. Torres.

Board Committees — 1st Source and 1st Source Bank share the following permanent committees made up of board members of both organizations. Executive, Governance and Nominating, Audit, Finance, and Risk, and Executive Compensation and Human Resources Committee members are appointed annually after the Annual Meeting of Shareholders. Current member composition of these committees is as follows:

Director

Independent

Executive Committee

Governance and Nominating Committee

Audit, Finance
and Risk Committee

Executive Compensation and Human Resources Committee

Loan and Funds Management Committee(1)

Trust and Investment Committee(1)

John F. Affleck-Graves

Yes

Chair

Melody Birmingham

Yes

Chair

Daniel B. Fitzpatrick

Yes

Chair

Tracy D. Graham

Yes

Vinod M. Khilnani

Yes

Christopher J. Murphy III

Chair

Christopher J. Murphy IV

Timothy K. Ozark

Yes

Todd F. Schurz

Yes

Chair

Mark D. Schwabero

Yes

Chair

Andrea G. Short(2)

Ronda Shrewsbury

Yes

Isaac P. Torres

Yes

(1) The Loan and Funds Management Committee and the Trust and Investment Committee are committees of the Board of Directors of 1st Source Bank.

(2) Ms. Short is an executive officer of 1st Source and 1st Source Bank, director of 1st Source Bank and a director nominee of the Company.

Functions and 2022 meetings for each committee are as follows:


Committee		Functions	2022 Meetings

Executive(1)	●	Act for the Board of Directors between meetings subject to certain statutory limitations.	1
	●	Give guidance to management regarding actions taken as part of its strategic operating or budget plans.
	●	Provide guidance on acquisitions, divestures or other transactions.

Governance and Nominating(1)(2)	●	Provide oversight for effective governance of the Company.	3
	●	Identify and monitor the appropriate structure of the Board.
	●	Select Board members for committee assignments.
	●	Identify, evaluate, recruit and select qualified candidates for election, re-election or appointment to the Board.
	●	See also “Governance and Nominating Committee Information” below.

Audit, Finance and Risk(1)(2)	●	Select the Company’s independent registered public accounting firm.	5
	●	Review the scope and results of the audits by the internal audit staff and the independent registered public accounting firm.
	●	Review the adequacy of the accounting and financial controls and the risk management process and present the results to the Board of Directors with respect to accounting practices and internal procedures.
	●	Make recommendations for improvements in internal procedures.

SEC Form DEF 14A filed by 1st Source Corporation