First Internet Bancorp : 2024 Proxy Statemen

March 28, 2024

DEAR FELLOW SHAREHOLDER,

It is my pleasure to invite you to attend the 2024 Annual Meeting of Shareholders of First Internet Bancorp on Monday, May 20, 2024 at 1:00 p.m. Eastern Time, which will be hosted virtually via the Internet atwww.virtualshareholdermeeting.com/INBK2024. At the meeting, you will be able to vote your shares electronically on the business items listed in the notice of the meeting and submit your questions.

We are again furnishing our proxy materials to our shareholders primarily over the Internet. We believe that this e-proxy process expedites shareholders' receipt of proxy materials, helps keep our costs low and reduces the environmental impact of our annual meeting. On or about March 28, 2024, a Notice of Internet Availability of Proxy Materials will be mailed to our shareholders containing instructions on how to access our proxy statement, annual report and any related materials and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a paper copy of the proxy statement, annual report and any related materials.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY.

You may vote your shares via a toll-free telephone number or over the Internet. If you receive a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding available methods of voting are contained in the Notice of Internet Availability of Proxy Materials, the proxy statement and the proxy card. If you attend the meeting, you may vote electronically, provided that you comply with the requirements summarized in the proxy statement.

Sincerely,

DAVID B. BECKER

Chairman and Chief Executive Officer

8701 E. 116th Street, Fishers, Indiana 46038 • [phone]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 20, 2024

The 2024 Annual Meeting of Shareholders of First Internet Bancorp will be held virtually via the Internet atwww.virtualshareholdermeeting.com/INBK2024, at 1:00 p.m. Eastern Time on Monday, May 20, 2024, for the following purposes:

• • To elect eight directors to serve until the next annual meeting of shareholders;

• • To approve, in an advisory (non-binding) vote, the compensation paid to our named executive officers;

• • To ratify the appointment of FORVIS, LLP as our independent registered public accounting firm for 2024; and

• • To transact such other business as may properly come before the meeting or any adjournments thereof.

Only shareholders of record as of the close of business on March 22, 2024 are entitled to notice of and to vote at the annual meeting or any adjournments thereof. In the event there are not sufficient votes for approval of one or more of the above matters at the time of the annual meeting, the annual meeting may be adjourned in order to permit further solicitation of proxies.

Your vote is important, regardless of the number of shares you own. If you do not attend the meeting to vote electronically, your vote will not be counted unless a proxy representing your shares is voted at the meeting. To ensure that your shares will be voted at the meeting, please vote in one of these ways:

• • Go to the website noted on your proxy card or the Notice of Internet Availability of Proxy Materials and vote via the Internet;

• • If you receive a printed copy of the proxy materials by mail, use the toll-free telephone number shown on your proxy card;

• • If you receive a printed copy of the proxy materials by mail, mark, sign, date and promptly return your proxy card in the envelope provided, which requires no additional postage if mailed in the U.S.; and

• • If you attend the meeting, you may revoke any previously-submitted proxy and vote electronically.

By order of the Board of Directors, /s/ Nicole S. Lorch

President, Chief Operating Officer and Corporate Secretary

Fishers, Indiana

March 28, 2024

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING ............................................................................................... 1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .................................................................................. 4

PROPOSAL 1: ELECTION OF DIRECTORS ............................................................................................................................................................. 5

CORPORATE GOVERNANCE .................................................................................................................................................................................... 8

Corporate Governance Policies ........................................................................................................................................................................... 8

Board Leadership Structure ................................................................................................................................................................................... 8

Board Role in Risk Oversight .................................................................................................................................................................................... 8

Director Independence ............................................................................................................................................................................................. 8

Board Meetings .............................................................................................................................................................................................................. 9

Board Composition and Refreshment ............................................................................................................................................................... 9

Committees of the Board ....................................................................................................................................................................................... 10

Risk Committee ............................................................................................................................................................................................................. 11

Shareholder Communications .............................................................................................................................................................................. 11

Code of Business Conduct and Ethics .............................................................................................................................................................. 12

Transactions with Related Persons .................................................................................................................................................................... 12

EXECUTIVE COMPENSATION ................................................................................................................................................................................ 14

Compensation Discussion and Analysis ........................................................................................................................................................... 14

Compensation Decisions for 2024 ..................................................................................................................................................................... 24

Taxes and Accounting Considerations ........................................................................................................................................................... 25

Report of the Compensation Committee ...................................................................................................................................................... 25

Reconciliation of Non-GAAP Financial Measures ...................................................................................................................................... 26

Summary Compensation Table ............................................................................................................................................................................ 27

Grants of Plan-Based Awards .............................................................................................................................................................................. 28

Outstanding Equity Awards at Fiscal Year-End ........................................................................................................................................... 29

Option Exercises and Stock Vested .................................................................................................................................................................... 29

Employment Agreements ....................................................................................................................................................................................... 30

Potential Payments upon Termination or Change-in-Control ............................................................................................................... 31

CEO Pay Ratio ................................................................................................................................................................................................................ 31

Pay Versus Peformance ............................................................................................................................................................................................ 32

DIRECTOR COMPENSATION .................................................................................................................................................................................. 34

Changes to Director Compensation for 2024 ................................................................................................................................................ 34

EQUITY COMPENSATION PLAN INFORMATION .............................................................................................................................................. 35

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ....................................................................................... 36

AUDIT MATTERS ......................................................................................................................................................................................................... 37

Report of the Audit Committee ............................................................................................................................................................................ 37

Audit and Non-Audit Fees ....................................................................................................................................................................................... 37

Pre-Approval Policy ................................................................................................................................................................................................... 37

PROPOSAL 3: RATIFICATION OF AUDITOR ..................................................................................................................................................... 38

SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING .......................................................................................................................... 39

ANNUAL REPORT ON FORM 10-K .......................................................................................................................................................................... 39

HOUSEHOLDING ........................................................................................................................................................................................................ 39

DELINQUENT SECTION 16(A) REPORTS .............................................................................................................................................................. 39

OTHER BUSINESS ....................................................................................................................................................................................................... 39

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements included in this proxy statement, including in the section entitled ''EXECUTIVE COMPENSATION---Compensation Discussion and Analysis--- Business Highlights'', regarding future financial performance, results of operations, expectations, plans, strategies, goals, priorities and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based upon current beliefs, expectations and assumptions and are subject to significant risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks, uncertainties and changes in circumstances that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled ''Risk Factors'' in our Annual Report on Form 10-K for the year ended December 31, 2023. Readers of this proxy statement are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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8701 E. 116th Street, Fishers, Indiana 46038 • [phone]

PROXY STATEMENT

FOR 2024 Annual Meeting of Shareholders to be held at 1:00 p.m. Eastern Time on Monday, May 20, 2024

This proxy statement and the accompanying form of proxy are being furnished to the holders of common stock of First Internet Bancorp (the "Company," "we," "our," or "us") in connection with the solicitation of proxies by the Board of Directors (the "Board") for the 2024 Annual Meeting of Shareholders to be held virtually via the Internet at 1:00 p.m. Eastern Time on Monday, May 20, 2024, and at any adjournments thereof. This proxy statement and the accompanying form of proxy, or a Notice of Internet Availability of Proxy Materials, are being mailed to our shareholders on or about March 28, 2024.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held May 20, 2024

Copies of the notice of annual meeting of shareholders, this proxy statement and the 2023 annual report are each available atwww.firstinternetbancorp.com.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why are you conducting a virtual annual meeting?

We believe the online meeting format provides shareholders who would not otherwise be able to attend the annual meeting the opportunity to do so. It also conserves costs both for the Company and its shareholders. As in prior years, our shareholders will continue to be able to vote and submit questions during the meeting.

What matters will be voted on at the meeting?

There are three substantive matters to be voted on at the meeting, as follows:

PROPOSAL

BOARD VOTE RECOMMENDATION

ADDITIONAL DETAIL

Proposal 1:

Election of eight directors to serve until the next annual meeting of shareholders

FOR each nomineePage 5

Proposal 2: Advisory vote to approve compensation paid to our named executive officers, also referred to as a "say-on-pay" vote

FOR

Page 36

Proposal 3: Ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for 2024

FOR

Page 38

Why did shareholders receive a Notice of Internet Availability of Proxy Materials?

All of our shareholders will receive a Notice of Internet Availability of Proxy Materials (the "Notice") containing information on the availability of our proxy materials on the Internet, unless they previously requested a printed copy of the proxy materials. Shareholders will not receive a printed copy of our proxy materials unless they request the materials in the manner described in the Notice. The Notice explains how to access and review this proxy statement and our annual report for the year ended December 31, 2023, and how you may vote by proxy.

What is a proxy?

A proxy is your legal designation of another person to vote on your behalf. By voting over the Internet, by telephone or, if you receive a printed copy of the proxy materials, by completing and returning a proxy card, you are giving the persons named, David B. Becker and Kenneth J. Lovik, the authority to vote your shares in the manner you indicate.

Who is qualified to vote?

Shareholders of record as of the close of business on March 22, 2024 are entitled to vote at the annual meeting or any adjournments thereof. As of March 22, 2024, we had 8,661,354 shares of our common stock outstanding, each of which is entitled to one vote for each director nominee and one vote on each other item of business properly brought before the meeting.

How many shares must be present to hold the meeting?

The presence in person (including virtually) or by proxy of the holders of a majority of the outstanding shares entitled to vote at the annual meeting, or 4,330,678 shares, is necessary to constitute a quorum for the transaction of business.

What is the difference between a "SHAREHOLDER OF RECORD" and a "STREET NAME" holder?

These terms describe how your shares are held. You are a "SHAREHOLDER OF RECORD" if your shares are registered directly in your name with our transfer agent, Computershare. You are a "STREET NAME" holder if your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian.

How do I vote my shares?

If you are a "SHAREHOLDER OF RECORD," then you have several choices. You can vote your shares by proxy (i) over the Internet; (ii) by telephone; or (iii) if you receive a printed copy of the proxy card, by marking, signing, dating and mailing your proxy card. You will need to have the Notice or, if you received a printed copy of the proxy materials, your proxy card, available when voting over the Internet or by telephone. Please refer to the specific instructions set forth on the Notice or proxy card. For security reasons, our electronic voting system has been designed to authenticate your identity as a shareholder. If you vote over the Internet or by telephone, you do not need to return a proxy card. If you hold your shares in "STREET NAME," then your broker, bank, trustee or other nominee will provide you with materials and instructions for voting your shares.

What do I need to do to attend the meeting and how do I vote my shares electronically?

We intend to hold our annual meeting virtually via the Internet, which you may access atwww.virtualshareholdermeeting.com/INBK2024. Only shareholders who owned our common stock as of the close of business on March 22, 2024 will be entitled to attend the meeting.

• • If you are a "SHAREHOLDER OF RECORD," you may vote your shares electronically and ask questions at the meeting by following the instructions provided on the Notice or, if you received a printed copy of the proxy materials, your proxy card, to log intowww.virtualshareholdermeeting.com/INBK2024. To participate in the annual meeting, you will need the 16-digit control number provided on the Notice or your proxy card.

• • If your shares are held in "STREET NAME," you may receive a voting instruction form with a 16-digit control number that will allow you to log intowww.virtualshareholdermeeting.com/INBK2024, vote your shares electronically and ask questions. We encourage you to confirm the correct process for accessing the meeting with your broker, bank, trustee or other nominee in advance. If you do not receive a 16-digit control number on your voting instruction form, you must request a legal proxy from your broker, bank, trustee or other nominee that holds your shares. Please follow the instructions from your broker, bank, trustee or other nominee or contact your broker, bank, trustee or other nominee to request a proxy form.

Even if you currently plan to attend the meeting, we recommend that you vote by proxy, either via the Internet, by telephone or by mail, so that your vote will be counted if you later decide not to attend the meeting.

Can I vote electronically at the meeting?

If you are a "SHAREHOLDER OF RECORD," then you may vote your shares electronically at the meeting.

If you hold your shares in "STREET NAME," then you must obtain a legal proxy from your broker, bank, trustee or other nominee, giving you the right to vote your shares electronically at the meeting.

What are broker non-votes?

A broker non-vote occurs when a nominee, such as a broker, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority to vote on that particular proposal and has not received instructions from the beneficial owner as to how to vote its shares. Proposals 1 and 2 each fall into this category. If you do not provide your broker with voting instructions, none of your shares held by the broker will be voted on any of those proposals.

What vote is required for each of the proposals to be approved?

For Proposal 1, the directors receiving a plurality of the votes cast FOR will be elected. Neither abstentions nor broker non-votes will affect the outcome of this proposal. Proposals 2 and 3 will be approved if more shares are voted FOR the proposal than voted AGAINST. Neither abstentions nor broker non-votes will affect the outcome of either proposal.

What can I do if I change my mind after I submit my proxy?

If you are a "SHAREHOLDER OF RECORD," you may revoke your proxy at any time before it is voted at the meeting by: (1) sending a written notice of the revocation to our Secretary at 8701 E. 116th Street, Fishers, Indiana 46038 that is received prior to the meeting, (2) submitting a later-dated proxy via the Internet, by telephone or by mail, or (3) by attending the meeting and voting your shares electronically. If your shares are held in "STREET NAME," you may submit new voting instructions by contacting your broker, bank, trustee or other nominee holder. You also may vote electronically at the annual meeting if you obtain a legal proxy as described above.

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How would my shares be voted if I do not specify how they should be voted?

If you submit a signed proxy without indicating how you want your shares to be voted, the persons named as proxies will vote your shares in accordance with the Board's recommendations.

What is the effect of the say-on-pay advisory vote?

This proposal is advisory and not binding on the Company, the Board or the Compensation Committee of the Board. We could, if the Board or the Compensation Committee concluded it was in our best interests to do so, choose not to follow or implement the outcome of this advisory vote.

Why did I receive more than one Notice or proxy card?

You may receive multiple Notices or proxy cards if you hold your shares of record in different ways (e.g., joint tenancy, trusts, and custodial accounts) or in multiple accounts. If your shares are held in "STREET NAME" by a broker, bank, trustee or other nominee, you will receive voting instructions from your broker, bank, trustee or other nominee, and you will return your voting instructions to your broker, bank, trustee or other nominee. You should vote on and sign each proxy card and/or voting instruction form you receive.

What happens if additional matters are presented at the annual meeting?

We know of no other matters other than the items of business described in this proxy statement that will be presented at the meeting. If you grant a proxy, the persons named as proxy holders will have discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Indiana law and our bylaws.

Can I review the list of shareholders entitled to vote at the meeting?

A list of shareholders entitled to vote at the meeting as of March 22, 2024 will be available for inspection for five business days prior to the annual meeting. If you want to inspect the shareholder list, please contact our Secretary at [phone] to schedule an appointment. In addition, the shareholder list will be available during the annual meeting through the meeting website for those shareholders who choose to attend.

Who pays for the cost of proxy preparation and solicitation?

We are paying the costs of the solicitation of proxies. We must also pay brokerage firms and other persons representing beneficial owners of shares held in "STREET NAME" certain fees associated with: (i) forwarding the Notice to beneficial owners; (ii) forwarding printed proxy materials by mail to beneficial owners who specifically request them; and (iii) obtaining beneficial owners' voting instructions. In addition to soliciting proxies by mail, certain of our directors, officers and other employees, without additional compensation, may solicit proxies personally or by telephone, facsimile or email on our behalf.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 22, 2024, regarding beneficial ownership of our common stock held by each of our non-employee directors and director-nominees, each of our named executive officers, all current directors, director nominees and executive officers as a group, and all persons who are known to be beneficial owners of more than 5% of our common stock. Unless otherwise indicated below, the address of each beneficial owner listed in the table is the address of the company's principal executive offices and, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

NAME OF BENEFICIAL OWNER

Directors, nominees and named executive officers

David B. Becker ...................................................................................................................................................................................

398,686(2)

Nicole S. Lorch ..................................................................................................................................................................................... 50,041

Kenneth J. Lovik .................................................................................................................................................................................. 39,380

Aasif M. Bade ........................................................................................................................................................................................ Justin P. Christian ............................................................................................................................................................................... Ann Colussi Dee ................................................................................................................................................................................... Joseph A. Fenech ............................................................................................................................................................................... John K. Keach, Jr . ............................................................................................................................................................................... Michele "Mel" Raines .......................................................................................................................................................................

40,412(3)

35,577(4)

11,855(5)

9,055(6)

32,862 (7)

0

Jean L. Wojtowicz .............................................................................................................................................................................. 61,573(8)

All directors, nominees and current executive officers as a group (10 persons) ........................................ 679,441(9)

Dimensional Fund Advisors LP ......................................................................................................................................................... 429,382(10)

4.6% * * * * * * * * * 7.8% 5.0%

Building One
6300 Bee Cave Road
Austin, TX 78746
*	Less than one percent.
(1)	Unless otherwise indicated in the footnotes to this table, (a) the listed beneficial owner has sole voting power and investment power with respect to the number of
shares shown, (b) no director or executive officer has pledged as security any shares shown as beneficially owned, and (c) deferred stock rights were issued under
the Directors' Deferred Stock Rights Plan. Excludes fractional shares.
(2)	Includes 189,400 shares pledged as security for a personal line of credit at an unaffiliated institution.
(3)	Includes 5,005 shares scheduled to vest within 60 days of the date of this table.
(4)	Includes 5,005 shares scheduled to vest within 60 days of the date of this table.
(5)	Includes 5,005 shares scheduled to vest within 60 days of the date of this table.
(6)	Includes 5,005 shares scheduled to vest within 60 days of the date of this table; and 4,050 shares held in limited partnership over which Mr. Fenech has sole voting
and investment power.
(7)	Includes 5,005 shares scheduled to vest within 60 days of the date of this table; and 2,121 shares underlying deferred stock rights.
(8)	Includes 5,005 shares scheduled to vest within 60 days of the date of this table; and 26,353 shares underlying deferred stock rights.
(9)	Includes 30,030 shares scheduled to vest within 60 days of the date of this table; and 28,474 deferred stock rights.
(10)	Based on information reported to the SEC in a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 9, 2024, and reflects beneficial ownership as of
December 31, 2023. Dimensional Fund Advisors LP reported having sole voting power with respect to 418,683 shares and sole dispositive power with respect to
429,382 shares.
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INTERNET
BANCORP