Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On January 30, 2020, the Compensation Committee (the "Committee") of the Board of Directors of First Internet Bancorp (the "Company") granted equity awards to the Company's senior management, including all named executive officers, in the form of restricted stock units ("RSUs") pursuant to the Company's 2013 Equity Incentive Plan. Each RSU is eligible to vest and settle into one share of our common stock. Based on target payout amounts, approximately 60% of each award to the named executive officers is eligible to vest based on Company performance over a three-year period ending December 31, 2022 (the "Performance RSUs"), and the remaining 40% of the award is scheduled to vest in three substantially equal portions on December 31, 2020, 2021 and 2022. Each award of Performance RSUs will vest only if the Committee determines that the Company achieved a non-performing assets to total assets ratio as of December 31, 2022 that is either less than a target ratio established by the Committee at the time of grant or which outperforms the 75th percentile of a peer group established by the Committee. If the non-performing assets to total assets ratio achieves that threshold, then the Performance RSUs will vest based on the Committee's determination of Company performance against established threshold, target and maximum revenue growth over the three-year performance period ending December 31, 2022, subject to adjustments for changes in accounting principles during the performance period. For purposes of determining the Company's performance, "revenue" represents the sum of (x) net interest income plus (y) noninterest income. Achievement of threshold, target and maximum revenue growth over the three-year performance period will result in the vesting of Performance RSUs representing 50%, 100% and 200%, respectively, of each participant's target payout, with linear extrapolation between threshold and maximum performance. Each RSU is eligible to accrue dividend equivalents, which will be subject to the same vesting and forfeiture conditions. The target number of RSUs underlying each executive's award was determined by dividing a percentage of the executive's annual base salary as of the time of grant by a reference price equal to the closing price of a share of our common stock as of the last trading day of 2019, which was $23.71 as of December 31, 2019. As a result, David B. Becker, our Chairman, President, Chief Executive Officer, received an award consisting of Performance RSUs having a target payout of 15,184 shares and 10,122 time-vested RSUs; Kenneth J. Lovik, our Executive Vice President and Chief Financial Officer, received an award consisting of Performance RSUs having a target payout of 4,859 shares and 3,239 time-vested RSUs; Nicole S. Lorch, our Executive Vice President and Chief Operating Officer, received an award consisting of Performance RSUs having a target payout of 5,011 shares and 3,340 time-vested RSUs; and C. Charles Perfetti, our Executive Vice President and Secretary, received an award consisting of Performance RSUs having a target payout of 3,644 shares and 2,429 time-vested RSUs.

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