<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Irwin Financial Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE> 2
Irwin Financial Corporation 500 Washington Street, Columbus, Indiana 47201
- --------------------------------------------------------------------------------
March 30, 1998
Notice of Annual Meeting of Shareholders
- --------------------------------------------------------------------------------
To the Shareholders:
The Annual Meeting of Shareholders of Irwin Financial
Corporation (the "Corporation") will be held at the main
offices of the Corporation, 500 Washington Street, Columbus,
Indiana, on Thursday, April 30, 1998 at 4:00 p.m., Columbus
time, for the following purposes:
1. to elect a Board of Directors to serve for the ensuing year;
2. to act upon the confirmation of independent auditors for the
calendar year 1998;
3. to hear such reports as may be presented; and
4. to transact such other business as may properly come before
the meeting or any adjournment thereof.
Registration of shareholders will start at 3:15 p.m. and the
meeting will start at 4:00 p.m. Following the meeting,
refreshments will be served.
I encourage you to date, sign, and mail the enclosed proxy in
the postpaid envelope that is provided. If you are present at
the meeting and desire to do so, you may revoke your proxy and
vote in person.
A copy of the Corporation's Annual Report to Shareholders for
1997 is enclosed and a Proxy Statement accompanies this
notice.
By Order of the Board of Directors
Matt Souza, Secretary
<PAGE> 3
Proxy Statement of Irwin Financial Corporation
- --------------------------------------------------------------------------------
For Annual Meeting of Shareholders to be held April 30, 1998
General Information
- --------------------------------------------------------------------------------
This proxy statement and the accompanying form of proxy are
furnished in connection with the solicitation by the Board of
Directors of Irwin Financial Corporation (the "Corporation")
of proxies to be used at the Corporation's Annual Meeting of
Shareholders on Thursday, April 30, 1998, at the main offices
of the Corporation, Columbus, Indiana, at 4:00 p.m., Columbus
time, or any adjournment thereof.
The costs of the solicitation of proxies in the accompanying
form will be borne by the Corporation. The solicitation of
proxies will be limited to the use of the mails.
A shareholder who signs and returns a proxy in such form will
have the power to revoke it at any time before it is exercised
by giving notice of revocation to the Secretary of the
Corporation. All shares represented by the accompanying proxy,
if the proxy is executed and returned, will be voted as
directed by the shareholder. If a shareholder executes and
returns a proxy, but makes no direction as to such
shareholder's vote, then the shares will be voted on each
matter to come before the meeting in accordance with the
recommendation of the Board of Directors.
The main offices of the Corporation are located at 500
Washington Street, Columbus, Indiana 47201.
This proxy statement will be mailed to shareholders on or
about March 30, 1998.
1.
<PAGE> 4
Voting Securities and Principal Holders
- --------------------------------------------------------------------------------
Only shareholders of record at the close of business on March
12, 1998 will be entitled to vote. On March 12, 1998, there
were 10,903,149 common shares outstanding and entitled to
vote. Each common share is entitled to one vote on each matter
to be voted on at the meeting.
The following information is given as of March 12, 1998, for
persons known by management to beneficially own more than 5%
of the common shares of the Corporation. All of the shares
listed are beneficially owned through voting and investment
power held solely by the reported owner, except as otherwise
indicated.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Amount and Nature of
Class Name and Address Beneficial Ownership % of Class
<S> <C> <C> <C>
----------------------------------------------------------------------------------
Common IFC Trust Under 2,580,296(1) 23.67%
Shares Agreement dated 6/29/90,
Clementine M. Tangeman,
Donor Irwin Miller,
Trustee
301 Washington Street
Columbus, Indiana
Common Irwin Miller 2,647,251(1,2) 24.28%
Shares 301 Washington Street
Columbus, Indiana
Common William I. Miller 5,400,351(1,3) 49.53%
Shares 500 Washington Street
Columbus, Indiana
----------------------------------------------------------------------------------
</TABLE>
1. Certain shares owned by the IFC Trust (2,580,296 shares which
were donated to the Trust by the Estate of Mrs. Clementine
Tangeman) and Mr. Irwin Miller (2,580,272 shares) are subject
to an irrevocable proxy held by Mr. William I. Miller to vote
such shares. Mr. William I. Miller holds a right to acquire
these same 5,160,568 shares, pursuant to options purchased by
Mr. Miller from Mrs. Clementine Tangeman and Mr. Irwin Miller,
within 60 days but subject to certain contingencies.
2. Includes 60,000 shares owned by Mr. Irwin Miller's wife,
Xenia S. Miller, as to which Mr. Miller holds no voting or
investment power and for which Mr. Miller expressly disclaims
any beneficial interest: 4,512 shares as to which Mr. Miller
holds voting and investment power; 2,267 shares held for the
account of Mr. Irwin Miller under the Corporation's Outside
Director Restricted Stock Compensation Plan as to which Mr.
Miller holds sole voting power but no investment power; and
200 shares which Mr. Miller has the right to acquire within 60
days of the record date through the exercise of stock options.
See "Outside Director Restricted Stock Compensation Plan."
3. See Footnote 1 above. Includes 11,406 shares that Mr. Miller
is the custodian of on behalf of his children and for which
Mr. Miller expressly disclaims any beneficial interest and
143,470 shares which Mr. Miller has the right to acquire
within 60 days of the record date through the exercise of
stock options.
2.
<PAGE> 5
Security Ownership
of Management: The following information is given as of March 12, 1998 for the
nominees for directors, individually, and all executive
officers of the Corporation as a group.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Name of Amount and Nature of
Class Beneficial Owner Beneficial Ownership(4, 5) % of Class
----------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares Sally A. Dean(3) 4,894 .04%
Common Shares David W. Goodrich(3) 7,495 .07%
Common Shares John T. Hackett(3) 13,608 .12%
Common Shares William H. Kling(3) 3,996 .04%
Common Shares Brenda J. Lauderback(3) 1,424 .01%
Common Shares John C. McGinty, Jr.(3) 5,702 .05%
Common Shares Irwin Miller(3) 2,647,251(1) 24.28%
Common Shares William I. Miller(3) 5,400,351(2) 49.53%
Common Shares John A. Nash(3) 307,675 2.82%
Common Shares Lance R. Odden(3) 5,411 .05%
Common Shares Theodore M. Solso(3) 9,206 .08%
Common Shares Director Nominees and
Executive Officers as a
Group (23 persons) 6,122,469(5) 56.15%
----------------------------------------------------------------------------------
</TABLE>
1. See Footnotes 1 and 2 under "Voting Securities and Principal
Holders."
2. See Footnotes 1 and 3 under "Voting Securities and Principal
Holders."
3. Director nominee.
4. For director nominees, Dean (2,394 shares), Goodrich (1,834
shares), Hackett (1,064 shares), Kling (2,796 shares),
Lauderback (1,144 shares), McGinty (3,212 shares), Irwin
Miller (2,267 shares), Odden (2,795 shares), and Solso (2,654
shares), includes shares as to which the director nominee
holds sole voting power but no investment power under the
Corporation's Outside Director Restricted Stock Compensation
Plan.
5. Includes shares which the following director nominees and
executive officers have the right to acquire within 60 days
of the record date through the exercise of stock options:
William Miller (143,470 shares), Nash (127,285 shares), other
director nominees and executive officers (174,510 shares).
Also includes an aggregate of 20,160 shares held for the
accounts of nine director nominees as to which the director
nominees hold sole voting power, but limited or no investment
power. See "Outside Director Restricted Stock Compensation
Plan" and Footnote 4 above.
3.
<PAGE> 6
1. Election of Directors
- --------------------------------------------------------------------------------
Eleven directors are to be elected to the Corporation's Board
of Directors at the Annual Meeting. Proxies granted for use at
the Annual Meeting cannot be voted for more than eleven
nominees.
Directors are elected annually to hold office until the next
Annual Meeting of Shareholders and until their successors are
elected and have qualified. The persons named as Proxies in
the accompanying form of proxy will, unless otherwise
indicated in the form of proxy, vote the shares covered by
proxies for the election of the nominees named in the
following table. Management has no reason to believe that any
nominee named herein will be unable to serve. However, should
any nominee for director become unavailable for election, and
unless the Board of Directors or the Executive Committee shall
reduce the size of the Board to a number that shall be equal
to the number of nominees who are able and willing to serve,
the persons named in the accompanying form of proxy will vote
for a substitute who will be designated by the Board of
Directors or the Executive Committee.
The following table sets forth, as of March 12, 1998 (a) the
name, age, year in which the nominee was first elected as a
director of the Corporation or of Irwin Union Bank and Trust
Company, and principal occupation for the past five years of
each nominee for election as a director; (b) the percentage of
the total number of meetings of the Board of Directors of the
Corporation, and meetings of committees of the Board of
Directors of the Corporation of which the director is a
member, attended by each director during 1997; and (c) all
other directorships held by each nominee in other corporations
subject to the reporting requirements of the Securities
Exchange Act of 1934 and in any investment company. There are
no family relationships among any of the director nominees or
executive officers, except that William I. Miller is the son
of Irwin Miller.
<TABLE>
<S> <C>
---------------------------------------------------------------------------------------
Sally A. Dean Sally A. Dean
(Director since 1995)
Ms. Dean is a retired Senior Vice President of Dillon, Read & Co. Inc. (investment
bank). She serves as Trustee and is Immediate Past President of the Board of Trustees,
Randolph-Macon Woman's College. In 1997, Ms. Dean attended 100% of the Corporation's
Board and Committee meetings of which she is a member. Age 49.
---------------------------------------------------------------------------------------
</TABLE>
4.
<PAGE> 7
<TABLE>
<S> <C>
David W. Goodrich David W. Goodrich
(Director since 1986)
Mr. Goodrich is Executive Vice President and Treasurer, F.C. Tucker Company, Inc.
(realty company). He is the Vice Chairman of Clarion Health Partners, Inc., and a board
member of Citizens Gas and Coke Utility and American United Life Insurance Company. In
1997, Mr. Goodrich attended 100% of the Corporation's Board and Committee meetings of
which he is a member. Age 50.
---------------------------------------------------------------------------------------
John T. Hackett John T. Hackett*
(Director since 1981)
Mr. Hackett is Managing General Partner of CID Equity Partners, L.P. (a private equity
investment partnership). He is a board member of Meridian Insurance Group, Inc., the
Wabash National Corp., and the Ball Corporation. In 1997, Mr. Hackett attended 90% of
the Corporation's Board and Committee meetings of which he is a member. Age 65.
---------------------------------------------------------------------------------------
William H. King William H. Kling
(Director since 1993)
Mr. Kling has been President of Minnesota Public Radio since 1966(regional network of
30 public radio stations). In 1987, he became the President of the Greenspring Company
(a diversified media, direct marketing, and mail order company). He is a board member
of The St. Paul Companies, The Wenger Corporation, Continental Cablevision of St. Paul,
and several Funds of the American Funds family of the Capital Group. In 1997, Mr. Kling
attended 100% of the Corporation's Board and Committee meetings of which he is a
member. Age 55.
---------------------------------------------------------------------------------------
Brenda J. Lauderback Brenda J. Lauderback
(Director since 1996)
Ms. Lauderback was President of the Wholesale Group of the Nine West Group, Inc. until
March 1, 1998. (manufacturer, wholesale, and retail distributor of women's shoes and
accessories). She is a board member of Consolidated Stores, a Trustee for the Hord
Foundation, and serves on the Advisory Committee of For All Kids Foundation. In 1997,
Ms. Lauderback attended 83% of the Corporation's Board meetings. Age 47.
---------------------------------------------------------------------------------------
John C. McGinty, Jr. John C. McGinty, Jr.*
(Director since 1991)
Mr. McGinty is President of Peregrine Associates, Inc.(healthcare, governance, and
leadership consulting firm). He is the Managing Director of The Greeley Company
(healthcare leadership consulting, strategic planning, education, and publications).
From 1986 to 1997, Mr. McGinty was the President and Chief Executive Officer of
Southeastern Indiana Health Management, Inc. and Columbus Regional Hospital. In 1997,
Mr. McGinty attended 100% of the Corporation's Board and Committee meetings of which he
is a member. Age 47.
---------------------------------------------------------------------------------------
</TABLE>
5.
<PAGE> 8
<TABLE>
<S> <C>
Irwin Miller Irwin Miller(1)
(Director since 1939)
Mr. Miller is the Former Chairman of Cummins Engine Company, Inc. (manufacturer of
diesel engines). He is a director of Cummins Engine Company, Inc. and a member of the
Business Council, The American Academy of Arts and Sciences, and the American
Philosophical Society. In 1997, Mr. Miller attended 38% of the Corporation's Board and
Committee meetings of which he is a member. Age 88.
---------------------------------------------------------------------------------------
William I. Miller William I. Miller*
(Director since 1985)
Mr. Miller is Chairman of Irwin Financial Corporation. He is a director of Cummins
Engine Company, Inc., The Tennant Company, and the New Perspective Fund, Inc. of the
American Funds family of the Capital Group. He is Chairman of the Board of Public Radio
International, a Trustee of EuroPacific Growth Fund of the American Funds family of the
Capital Group, and of Taft School. In 1997, Mr. Miller attended 100% of the
Corporation's Board and Committee meetings of which he is a member. Age 41.
---------------------------------------------------------------------------------------
John A. Nash John A. Nash*
(Director since 1972)
Mr. Nash is Chairman of the Executive Committee and the President of Irwin Financial
Corporation. He is the Past Chairman of the Columbus Indiana Economic Development Board
and the Chairman of the Board of Trustees of Columbus Regional Hospital. In 1997, Mr.
Nash attended 100% of the Corporation's Board and Committee meetings of which he is a
member. Age 60.
---------------------------------------------------------------------------------------
Lance R. Odden Lance R. Odden
(Director since 1991)
Mr. Odden is President of Taft School (private educational institution). He has been
Headmaster since 1972. Mr. Odden is a Trustee of the National Association of
Independent Schools, The Gunnery School, and The Mattuck Museum. In 1997, Mr. Odden
attended 100% of the Corporation's Board and Committee meetings of which he is a
member. Age 58.
---------------------------------------------------------------------------------------
Theodore M. Solso Theodore M. Solso*
(Director since 1993)
Mr. Solso is President and Chief Operating Officer of Cummins Engine Company, Inc. He
served as Executive Vice President and Chief Operating Officer of Cummins during 1994
and 1995. Mr. Solso was Executive Vice President-Operations of Cummins from 1992 to
1994. He is a board member of the Amoco Corporation, Cyprus AMAX Minerals Company, and
Cummins Engine Company, Inc., and a Trustee of DePauw University. In 1997, Mr. Solso
attended 100% of the Corporation's Board meetings. Age 51.
---------------------------------------------------------------------------------------
</TABLE>
6.
<PAGE> 9
* Member of the Executive Committee
1. Includes service as a director of Irwin Union Bank and Trust
Company prior to the formation of the Corporation in 1972.
In August, 1997, the Board of Directors, pursuant to the
By-Laws of the Corporation, decreased the number of Director
positions on the Corporation's Board of Directors to eleven.
There are no material proceedings to which any director,
executive officer, or affiliate of the Corporation, any owner
of record or beneficial owner of more than five percent of any
class of voting securities of the Corporation, or any
associate of any such director, executive officer, affiliate,
or security holder is a party adverse to the Corporation or
any of its subsidiaries or has a material interest adverse to
the Corporation or any of its subsidiaries.
Compliance with
Section 16(a) of the
Securities Exchange
Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Corporation's equity securities, to file with the
Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common shares
and other equity securities of the Corporation. Executive
officers, directors, and greater than ten percent shareholders
are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of
the copies of such reports furnished to the Corporation and
written representations that no other reports were required,
all Section 16(a) filing requirements applicable to its
executive officers, directors, and greater than ten percent
shareholders were met.
7.
<PAGE> 10
Director Meetings and Committees
- --------------------------------------------------------------------------------
The Board of Directors of the Corporation held six meetings in
1997.
The Corporation's Audit Committee has primary responsibility
for the discharge of the following functions: recommendation
of the firm to be employed as the Corporation's independent
auditors; consultation with the independent auditors with
regard to the plan of audit; review, in consultation with the
independent auditors, of the report of audit, or proposed
report of audit, and the accompanying management letter, if
any; review and direction of the work performed by the
internal audit department of the Corporation; review of
regulatory examination reports received by the Corporation and
its subsidiaries; and consultation with the independent and
internal auditors with regard to the adequacy of internal
controls. In 1997, the Audit Committee was composed of
directors Dean, Hackett, and McGinty. The Committee held four
meetings during 1997.
The Corporation's Compensation Committee reviews and considers
recommendations from management concerning the executive
compensation policies, employee benefit plans and salary
administration program of the Corporation, which includes an
annual review of the total compensation and recommended
adjustments for all officers of the Corporation and its
subsidiaries. The Committee administers the Management
Performance Plan and the Long-Term Performance Plan. The
Committee also administers existing stock option and employee
savings plans. The deliberations of the Committee are reported
to the Board of Directors for review and approval. Until April
29, 1997, the members of the Committee were directors
Goodrich, Kling and Sakai. Mr. Sakai retired on April 29,
1997. On that same date, Sally A. Dean became a member of the
Committee. The current Committee members are Dean, Goodrich,
and Kling. The Compensation Committee held two meetings in
1997.
The Corporation's Nominating Committee makes recommendations
to the Board of Directors regarding general qualifications for
nominees as directors, desired areas of community and business
representation, size of the Board of Directors, director
compensation, and the retirement policy for directors. On the
basis of these general determinations, the Committee
recommends qualified individuals to serve as directors.
Shareholder recommendations for nominees will be accepted by
the Committee; however, no formal procedures have been
developed to consider such recommendations. In 1997, the
members of the Nominating Committee were directors Irwin
Miller, Goodrich, McGinty, W. Miller, Nash, and Odden. The
Nominating Committee held two meetings in 1997.
The Corporation's Executive Committee acts on the Board's
behalf at such times as may be designated by the Board
pursuant to the conduct of the business of the Board. In 1997,
the members of the Executive Committee were directors Hackett,
McGinty, W. Miller, Nash, and Solso. The Executive Committee
held no meetings in 1997.
Outside Director
Compensation: Under the outside directors' fee schedule, effective January
1, 1997, each outside director of the Corporation earns a
retainer of $15,000 for one year's service. $5,000 of the
retainer is paid in the form of stock options. The remainder
of the
8.
<PAGE> 11
retainer is payable in cash, additional stock options, or in common shares
issued pursuant to the Outside Director Restricted Stock Compensation Plan.
In addition to the annual retainer described above, in 1997
each outside director of the Corporation received $1,000 for
attendance at each meeting of the Board of Directors of the
Corporation, $1,000 for attendance at each meeting of a
subsidiary Board, $500 for attendance at each meeting of a
committee of the Board of Directors, and $350 for attendance
at each meeting of a committee of the Board of Directors of a
subsidiary company.
The Outside Director Restricted Stock Compensation Plan (the
"Plan") covers only non-employee directors of the Corporation
and its subsidiaries. The Plan allows an outside director to
elect to receive an annual retainer and meeting fees in cash
or in common shares with a market value equivalent to the cash
retainer. The Plan permits the grant of up to 270,000 common
shares over a ten-year period. Grants under the Plan may be
for one or more years of future service, and in such cases,
the common shares granted under the Plan are forfeitable until
vested in accordance with the Plan.
The Plan is administered by a Committee, appointed by the
Board of Directors. Directors may elect vesting of common
shares issued pursuant to multiple-year grants in equal
amounts at the end of each year covered by the grant or they
may defer vesting until the end of the grant period. Common
share certificates issued by the Plan Committee are held by
the Corporation for at least two years prior to their delivery
to participants. Upon cessation of a participant's service as
an outside director for any reason other than ordinary
retirement, permanent disability or death, non-vested common
shares will revert to the Corporation. Directors have voting
and dividend rights with respect to granted shares commencing
on the date of grant, but may not sell, pledge, or otherwise
transfer or encumber any such shares until they are vested or
the director receives certificates representing such shares
from the Corporation, whichever is later.
During 1997, director nominees Dean, Goodrich, Hackett, Kling,
Lauderback, McGinty, Irwin Miller, Odden and Solso
participated in the Plan. At present, a total of 20,160 common
shares are registered in the names of the participating
director nominees. Other grants made under the Plan since its
inception in 1989 total 49,976 common shares. A total of
70,136 shares have been granted to participants in the plan.
No other fees are paid to directors for services rendered in
that capacity. Directors who are officers of the Corporation
or any of its subsidiaries do not receive any directors' fees.
9.
<PAGE> 12
Executive Compensation and Other Information
- --------------------------------------------------------------------------------
Summary of Cash and Certain Other Compensation
- --------------------------------------------------------------------------------
The following table provides certain summary information
concerning compensation paid or accrued by the Corporation and
its subsidiaries, to or on behalf of the Corporation's
Chairman (the Corporation does not formally use the title of
Chief Executive Officer) and each of the four other most
highly compensated executive officers of the Corporation for
the fiscal years ended December 31, 1995, 1996 and 1997:
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------
<TABLE>
<CAPTION>
Long-Term
Compensation All Other
Annual Compensation(1,4) Awards Compensation(7)
-----------------------------------------------------------------------------------------------
Name & Principal Position Year Salary(2) Bonus(3) Option/SAR(#)
(a) (b) (c) (d) (g) (i)
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------
William I. Miller 1997 $374,600 $425,863 21,090 $ 69,481(5,6)
Chairman 1996 $347,200 $437,588 20,700 $ 49,328(5,6)
1995 $296,667 $301,250 27,400 $ 37,524(5,6)
-----------------------------------------------------------------------------------------------
John A. Nash 1997 $281,667 $232,902 13,620 $158,886(5,6)
President 1996 $273,000 $234,250 16,900 $150,752(5,6)
1995 $261,000 $232,362 20,600 $132,057(5,6)
-----------------------------------------------------------------------------------------------
Rick L. McGuire 1997 $200,000 $227,286 2,160 $ 10,172(5,8)
President -- Irwin 1996 $185,000 $226,700 3,400 $ 9,772(6,8)
Mortgage Corporation 1995 $170,000 $184,908 3,600 $ 6,772(6,8)
-----------------------------------------------------------------------------------------------
Thomas D. Washburn 1997 $175,000 $128,709 6,250 $ 3,840(6)
Senior Vice President and 1996 $161,667 $125,606 7,400 $ 2,445(6)
Chief Financial Officer 1995 $151,000 $117,153 7,600 $ 3,600(6)
-----------------------------------------------------------------------------------------------
Elena Delgado 1997 $166,667 $ 77,231 1,500 $ 3,840(6)
President -- Irwin Home 1996 $159,583 $103,600 0 $ 3,600(6)
Equity Corporation 1995 $150,000 $ 73,643 0 $ 3,600(6)
-----------------------------------------------------------------------------------------------
</TABLE>
1. Amounts other than salary are reported on an accrual basis.
2. Includes amounts directed by the executive officer to be
contributed on a pre-tax basis to Corporation savings plans.
3. Includes short-term bonus payments from the Corporation and
certain subsidiaries.
4. With respect to each individual named in the Summary
Compensation Table there were no perquisites or other
personal benefits, securities or property which, in the
aggregate, exceeded either $50,000 or 10% of the total of
such individual's annual salary and bonus.
5. Includes accruals made under a Supplemental Retirement
Benefit Plan. See "Supplemental Retirement Benefit Plan."
(See Note 7.)
6. Includes contributions by the Corporation or certain
subsidiaries to qualified savings plans. (See Note 7.)
7. Detailed information relevant to the "All Other Compensation"
column in the Summary Compensation Table above is shown in
the following table.
8. Excludes compensation payable to Rick L. McGuire under the
terms of the Inland Mortgage Corporation Long-Term Incentive
Plan disclosed elsewhere herein. (See Long-Term Incentive
Plans.)
10.
<PAGE> 13
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Qualified Corporate Life
Name SERP Savings Plan Insurance
-----------------------------------------------------------------------------------------
1997 1997 1997
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
William I. Miller $ 65,641 $3,840 0
John A. Nash $155,046 $3,840 0
Rick L. McGuire 0 $7,400 $2,772
Thomas D. Washburn 0 $3,840 0
Elena Delgado 0 $3,840 0
-----------------------------------------------------------------------------------------
</TABLE>
Stock Options and Stock Appreciation Rights
- --------------------------------------------------------------------------------
The following table contains information concerning the grant
of stock options under the Corporation's 1997 Stock Option
Plan to the named executive officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------
<TABLE>
<CAPTION>
Percent of Alternative to (f)
Total and (g):
Options/SARs Exercise Grant Date Value
Options/ Granted to or Base -------------------
SARs Employees Price Expiration Grant Date
Name Granted(1)(#) in Fiscal Year ($/SH) Date Present Value(2)
(a) (b) (c) (d) (e) (h)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William I. Miller 21,090 25.06% $27.375 4/29/07 $267,632
John A. Nash 13,620 16.19% $27.375 4/29/07 $172,837
Rick L. McGuire 2,160 2.57% $27.375 4/29/07 $ 27,410
Thomas D. Washburn 6,250 7.43% $27.375 4/29/07 $ 79,312
Elena Delgado 1,500 1.78% $27.375 4/29/07 $ 19,035
</TABLE>
--------------------------------------------------------------
1. All grants are subject to a vesting schedule where 25% of
each grant is vested on the date of the grant and 25% of each
grant vests on the anniversary date of each grant in each of
the three years following the grant.
2. Total option values shown in Column (h) were derived using
the Binomial option pricing model. Assumptions used in the
valuation included an expected volatility factor of .25, an
expected future dividend yield of .01, and a risk-free rate of
return of .0689. The Binomial model suggests a valuation of
$12.69 per share under these assumptions. The Black-Scholes
option pricing model would suggest a valuation of $12.66 per
share under these same assumptions. The use of a single value
as shown in the table above implies a precision to stock
option valuation which the Corporation does not believe exists
and which therefore may cause the above table to be
misleading. Accordingly, there is no assurance that the value
realized on the options, if any, will be at or near the value
estimated by the Binomial option pricing model. Future
compensation resulting from option grants is based solely upon
the performance of the Corporation's stock price.
11.
<PAGE> 14
Option/SAR Exercises and Holdings
- --------------------------------------------------------------------------------
The following table provides information, with respect to the
named executive officers, concerning the exercise of options
and/or SARs during the last fiscal year and unexercised
options and SARs held as of the end of the fiscal year:
AGGREGATED OPTIONS/SARs EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
SHARES
ACQUIRED NUMBER OF UNEXERCISED
ON OPTIONS/SARS AT FISCAL VALUE OF UNEXERCISED
EXERCISE VALUE YEAR-END IN-THE-MONEY OPTIONS/SARS
NAME (#) REALIZED (#) AT FISCAL YEAR-END(1)
---------------------------------------------------------------------------------------------------------
(D) (E)
(A) (B) (C) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------
William I. Miller n/a n/a 126,173 33,017 $3,734,958 $621,734
John A. Nash 41,900 $1,094,069 114,505 23,815 $3,535,994 $456,864
Rick L. McGuire n/a n/a 22,740 4,220 $ 736,864 $ 82,040
Thomas D. Washburn 5,000 $ 134,825 47,063 10,287 $1,450,565 $193,866
Elena Delgado n/a n/a 375 1,125 $ 5,439 $ 16,318
---------------------------------------------------------------------------------------------------------
</TABLE>
1. The 1997 year-end stock price was $41.88 per share.
Long-Term Incentive Plans
- --------------------------------------------------------------------------------
The following table provides information concerning an award
made during the last fiscal year under the Inland Mortgage
Corporation Long-Term Incentive Plan to named executive Rick
McGuire. The award represents an accrued liability. This award
is performance based with targets established by the Board of
Directors of Irwin (formerly "Inland") Mortgage Corporation.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
--------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Shares, Performance or
Units or Other Period Until Estimated Future Payouts
Other Maturation or Under Non-Stock Price-Based
Name Rights Payout Plans ($ or #)
(a) (b) (c) (d)
<S> <C> <C> <C>
----------------------------------------------------------------------------------
Rick L. McGuire $106,501 Deferrable Compensation $106,501
under Terms of the Plan
----------------------------------------------------------------------------------
</TABLE>
12.
<PAGE> 15
PENSION PLAN TABLE
--------------------------------------------------------------
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 50,000 11,800 15,700 19,600 20,300 21,000
75,000 19,100 25,400 31,800 33,300 34,800
100,000 26,400 35,200 44,000 46,300 48,600
125,000 33,700 44,900 56,200 59,300 62,400
150,000 41,000 54,700 68,400 72,300 67,200
175,000 43,900 58,600 73,200 77,500 81,700
200,000 43,900 58,600 73,200 77,500 81,700
225,000 43,900 58,600 73,200 77,500 81,700
250,000 43,900 58,600 73,200 77,500 81,700
275,000 43,900 58,600 73,200 77,500 81,700
300,000 43,900 58,600 73,200 77,500 81,700
350,000 43,900 58,600 73,200 77,500 81,700
400,000 43,900 58,600 73,200 77,500 81,700
450,000 43,900 58,600 73,200 77,500 81,700
500,000 43,900 58,600 73,200 77,500 81,700
-------------------------------------------------------------------------------
</TABLE>
Pension Plan: A non-contributory qualified defined benefit Employees'
Pension Plan is maintained by the Corporation and certain of
its subsidiaries. The Plan provides principally for retirement
benefits to substantially all of the officers and employees of
these companies. Under the provisions of the Plan,
participating companies will contribute assets sufficient to
pay all benefits to Plan participants. Contributions to the
Plan are actuarially determined to fund the Plan's current
service cost on a current basis and to fund initial past
service costs over a period of 30 years. Employees who have
completed one year of service (1,000 hours worked during a
12-month period) are eligible for participation. Benefits vest
after five years credited service. In addition to benefits
paid to retiring employees, death and deferred termination
benefits are available to employees who meet certain
conditions under the Plan.
The table above shows the estimated annual benefits payable,
based on the assumptions indicated, under the Plan as in
effect on December 31, 1997. Basic wages considered for the
Plan are for the five consecutive Plan years of highest
compensation, and include basic compensation, commissions, and
payments from short-term bonus plans.
The current years of service at December 31, 1997, for the
individuals named in the compensation tables above, are as
follows: Mr. Nash (31), Mr. Washburn (21), and Mr. Miller (7).
Mr. McGuire and Ms. Delgado are not covered by the Plan.
Benefits listed in the pension plan table are payable as
straight life annuity amounts and are not subject to any
deduction for Social Security or other offset amounts. The
Plan was amended effective January 1, 1994. For service after
January 1, 1994, Mr. Washburn will receive an additional
benefit accrual equal to
13.
<PAGE> 16
45% of his usual benefit. For service after January 1, 1994, Mr. Miller will
receive an additional benefit accrual equal to 75% of his usual benefit.
Supplemental Retirement Benefit Plan
- --------------------------------------------------------------------------------
On May 19, 1992, the Board of Directors approved the
Compensation Committee's recommendation to provide a
supplemental executive retirement benefit to William I.
Miller. A similar Plan was approved prior to 1992 for John A.
Nash. The Plan provides Mr. Miller with an amount of company-
provided benefits not provided under the Pension Plan because
of the limitations imposed by Sections 415 and 401(a)(17) of
the Internal Revenue Code of 1986, as amended. Criteria used
to determine amounts payable under the supplemental Plan are
the same as those used by the Pension Plan; that is, service
with the Corporation, age at retirement and earnings. Benefits
are measured in the same manner as under the Pension Plan,
using credited service with the Corporation. Method of payment
of the supplemental benefit is a monthly annuity payable for
life, with a guarantee of 180 payments.
Compensation Committee Interlocks and Insider Participation
- --------------------------------------------------------------------------------
No member of the Compensation Committee of the Corporation's
Board of Directors was, during 1997, an officer or employee of
the Corporation or any of its subsidiaries.
Board Compensation Committee Report on Executive Compensation
- --------------------------------------------------------------------------------
Executive compensation is reviewed and approved annually by
the Compensation Committee of the Board of Directors. Each
member of the Compensation Committee is a non-employee
Director. Members of the Committee are Ms. Sally A. Dean, Mr.
David W. Goodrich, and Mr. William H. Kling. Set forth below
is a report submitted by Ms. Dean and Messrs. Goodrich and
Kling in their capacity as the Board's Compensation Committee
addressing the Corporation's compensation policies for 1997.
The Corporation does not formally use the title "Chief
Executive Officer." The principal executive officer of the
Corporation is the Chairman, Mr. William I. Miller.
I. Compensation Policy for Executive Officers
-------------------------------------------------------------------------
The Compensation Committee believes that compensation plans make up only
one element in the overall management system of the Corporation.
Furthermore, appropriate compensation policies are a
necessary, but not sufficient, condition for achieving the
Corporation's goals. A good compensation system will not
guarantee that we achieve our goals, but a poor system can
result in those goals not being achieved.
This interdependence requires that the Corporation's
compensation system grow out of and be consistent with our
corporate philosophies and strategy. Accordingly, the kind of
company we want the Corporation to be, the strategic direction
we are pursuing, and the kinds of people needed to bring that
vision to
14.
<PAGE> 17
life are the starting points for developing our philosophy and system of
compensation.
The Corporation's executive compensation system focuses on the
total compensation package of the Corporation's top
executives. The Corporation's objective is to correlate total
compensation with company performance so that median
performance relative to similar companies in its industry will
produce median total compensation for individuals relative to
comparable positions in peer companies, inferior performance
will produce below median compensation, and superior
performance will produce above median compensation.
This approach requires that the Corporation start by defining
the appropriate peer group, both for individual positions and
the Corporation as a whole. For individual positions, this
decision is based on the relative level and scope of
responsibilities inherent in the position, and the talent and
skills required for success. The traditional measure for the
scope of responsibilities in commercial banks and bank holding
companies is asset size. Mortgage banking companies generally
look at both loan closing volume and loan servicing size. The
Corporation's strategy is to enhance capital productivity,
which is defined as generating proportionately larger streams
of revenues and profits from a given capital and asset base.
Accordingly, asset growth in itself is not one of the
strategic objectives of the Corporation, and the Corporation's
success at pursuing its strategy is not best defined by asset
size. As a result, in calibrating the scope of responsibility
of a given position, the Corporation looks at comparable
positions in other companies in multiple asset-size groups as
well as peer companies defined by other measures (such as
total market capitalization or revenues) when they are
available.
Performance comparisons are generally made from the
shareholders' perspective. That is, groups of companies are
selected that may be seen as alternative investments by
current and prospective investors. Even so, the Corporation's
most direct competitors for executive talent are not
necessarily all of the companies that would be included in a
peer group selected to compare shareholder returns. Thus,
although there may be some overlap, the surveys selected for
compensation review purposes do not contain information on the
same companies as those found in the peer group indices in the
Comparison of Five-Year Cumulative Total Return graph included
in this proxy statement.
All of the Corporation's operating companies (including the
Corporation as a separate entity) use multiple sources of both
compensation and performance data. This is because experience
has shown that results can vary greatly from one survey to the
next. In the case of compensation market data, the
Compensation Committee is provided with multiple sources of
data on each executive position reviewed. When available, the
information is in the form of 25th percentile, median, and
75th percentile compensation. Five different market
compensation comparisons were considered for the Chairman in
1997.
Historically, total compensation has been defined in surveys
to include only base salary and the annual bonus. As reliable
information on the present value of long-term grants becomes
available, it is used as additional support for compensation
decisions.
15.
<PAGE> 18
The percent of total compensation that is variable increases
with the executive's position with the Corporation. This is
consistent both with the individual's influence on results and
his/her economic capacity to tolerate volatility in
compensation levels.
In addition to information on the market level of
compensation, members of the Committee review a summary of
individual performance over the past year including key
accomplishments, strengths, and weaknesses. They also may
consider their own subjective assessments of an executive's
performance and relative contribution to the organization.
II. The Elements of Executive Compensation and Corporate Performance
-------------------------------------------------------------------------
A. Base Salary
Turning to a review of each of the elements of the total
compensation package, base salary is important in achieving
one of the Corporation's compensation goals which is
attracting and retaining qualified executives. Base salary is
generally targeted to be at the median of similar positions in
the industry. Exceptions may exist when a higher level of base
salary would be required to attract or retain a uniquely
qualified executive officer. In order to maintain the target
position, annual increases are approximately equal to the
median increases in the respective industries in which our
operating companies compete unless the growth of the company
warrants comparison with a larger peer group with that
industry. The total base salary paid to the Chairman in 1997
was $374,600, up 8% from 1996.
B. Annual Short-Term Bonus
The annual bonus is the component that provides a current cash
compensation reward for above median current performance. Each
executive officer participating in the annual bonus plan has a
payment target expressed as a percentage of base salary. The
Corporation believes that, when combined with properly
selected performance targets, this rewards managers for making
investments in future performance, valuing consistency, and
managing risk.
Operating company heads receive part of their target annual
bonus based upon the performance of their company, and part
based upon consolidated performance of the Corporation. In
this way, they have a financial incentive to achieve potential
synergies between operating companies.
We believe that the best performance targets are those which
are objectively and consistently measured, as well as easily
understood by participants. Most of the bonus plans of the
Corporation and its operating companies include return on
equity as the key performance measure. Specific performance
targets for each year are approved by the board of directors
of each operating company and of the Corporation and are based
upon a variety of factors including historical and expected
industry performance, the estimated required rate of return by
investors, and the prior year's budgeted and actual
performance.
Payments under the annual bonus plans vary with company
performance. The formulas used to calculate payouts are based
on changes in proportion with performance between three
defined points: a threshold, the target, and two-times
16.
<PAGE> 19
target. Included below is an illustrative diagram showing the general structure
of our annual bonus plan payout formulas. It does not represent the actual
formula for any specific plan.
Example Annual Bonus Payout Formula
There is no payout until a minimum threshold of performance is
achieved. Payments increase proportionately until they reach
target payout at target performance. Performance above target
increases payments proportionately until they reach twice the
target level. This point is chosen with the intent of aligning
total relative compensation with relative performance. Plan
payments are not capped, but the rate of increased payment
slows considerably at performance levels above the level
required for twice the target amount.
C. Long-Term Incentives
Long-term incentive plans are provided to supplement the
incentive provided by annual bonus plans for building the
value of the Corporation over the long term. Operating company
heads may receive the majority of their long-term compensation
based upon growth in the value of their subsidiary operating
company. Certain holding company executive officers and some
operating company executive officers are provided with
long-term incentive compensation through grants of
non-qualified stock options. Existing stock option plans of
the Corporation include the ability to grant stock
appreciation rights in addition to options.
17.
<PAGE> 20
III. Formulation of the Chairman's Compensation
-------------------------------------------------------------------------
The Chairman's current compensation package includes a base
salary of $379,000 plus an annual bonus at target performance
of 55% of base salary or $208,450. As noted above, there is no
single, clear measure of market compensation for executive
positions in the Corporation. The Compensation Committee used
five different market surveys for the Chairman's position in
1997. Based on these surveys, estimates of the 25th
percentile, median, and 75th percentile points of total annual
compensation were made.
Actual total cash compensation paid to the Chairman for 1997
was $800,463, up 2% from 1996. Return on average equity for
1997 was 19.66%, compared to 20.58% in 1996. We believe that
both returns are in the top decile of peer performance. Total
shareholder return (including dividends and price
appreciation) was 70.6% for 1997 and 25.3% for 1996 for Irwin
Financial. This compares to 20.6% in 1997 and 27.0% in 1996
for the Russell 2000 Financial Services Sector Index.
For long-term incentive compensation purposes, the Chairman
received an option grant of 21,090 shares in 1997 at an
exercise price of $27.375 per share (representing the mean
between the high and low prices on the grant date). The
Chairman also has received the following grants:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Number of Options Exercise Price
-----------------------------------------------------------------------------------
<S> <C> <C>
1996 20,700 $21.31
1995 27,400 15.69
1994 33,200 11.38
1993 28,800 11.06
1992 28,000 5.91
-----------------------------------------------------------------------------------
</TABLE>
These six grants are the only long-term grants outstanding for
the Chairman. Through employment of the "Black-Scholes" and
"Binomial" option pricing models, respectively, we estimate
that the present value of the 1997 options at grant date was
$266,999 to $267,632.
Sally A. Dean David W. Goodrich William H. Kling
18.
<PAGE> 21
Comparison of Five-Year Cumulative Total Return
Irwin Financial Corporation, Russell 2000 & Russell 2000 Financial Services
Sector(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Russell 2000
Measurement Period Financial Services
(Fiscal Year Covered) Irwin Financial Russell 2000 Sector
<S> <C> <C> <C>
1992 100 100 100
1993 110 119 123
1994 118 117 124
1995 180 150 172
1996 226 175 218
1997 386 211 283
</TABLE>
1. The Corporation is included in both the Russell 2000 and the
Russell 2000 Financial Services indices.
Interest of Management in Certain Transactions
- --------------------------------------------------------------------------------
Certain directors and officers of the Corporation or its
subsidiaries, and the associates of such persons, were
customers of and had transactions with subsidiaries of the
Corporation in the ordinary course of business during the past
year, including insurance services, corporate and personal
trust services, and general commercial and mortgage banking
business. Additional transactions may be expected to take
place between such persons and these subsidiaries. All
outstanding loans and commitments included in such
transactions were made in the ordinary course of business and
on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other employees and did not involve more
than the normal risk of collectibility or present other
unfavorable features.
Companies controlled by Irwin Miller, the Estate of Clementine
M. Tangeman, and William I. Miller purchased commercial paper
from the Corporation from time to time during the year. The
maximum amount outstanding during 1997 was $14,963,693.95 and
the amount outstanding at year end was $10,755,018.60. In the
opinion of management, the rates paid by the Corporation on
these commercial paper transactions were comparable to the
prevailing rates for such transactions at the time of the
respective transactions.
In addition to corporate and personal trust services and
general banking business, companies owned or controlled by
Messrs. Miller and the Estate of Clementine M.
19.
<PAGE> 22
Tangeman purchased insurance services (offered by a subsidiary of Irwin Union
Bank, Irwin Union Insurance, Inc., to the companies and to the public,
generally, as a regular service) for the sale of which Irwin Union Insurance,
Inc. received gross commissions in 1997 of approximately $28,063. The
commissions paid were at the same rate as those prevailing on comparable sales
to the general public.
During 1997, the Corporation made payments totaling $45,600 to
a company controlled by Messrs. Miller and the Estate of
Clementine M. Tangeman in exchange for the administrative and
support services of an employee of such company. In the
opinion of management, such payment was comparable to, or more
favorable to the Corporation than, the cost of hiring an
additional employee.
In 1997, a company controlled by Irwin Miller and William I.
Miller reimbursed the Corporation $6,332 for the services of
Gregory F. Ehlinger, who served as a director of a company in
which the Messrs. Miller invested.
In 1979, Irwin Union Insurance, Inc., as an independent
property/casualty insurance agency, was appointed to represent
and offer property/casualty and liability products of The St.
Paul Companies to its customers. Director Nominee Kling is
also a director of The St. Paul Companies. In 1997, Irwin
Union Insurance, Inc. received gross agency commissions of
$60,608.33 from The St. Paul Companies. Director Nominee
Hackett is a director of Meridian Insurance Group, Inc. In
1997, Irwin Union Insurance, Inc. received gross agency
commissions of $81,797.62 from Meridian Insurance Group, Inc.
2. Confirming Appointment of Auditors
- --------------------------------------------------------------------------------
The Board of Directors recommends confirmation of the
appointment of Coopers & Lybrand L.L.P., certified public
accountants, to audit the books and accounts of the
Corporation for 1998. No member of the firm has any material
interest, financial or otherwise, in the Corporation or any of
its subsidiaries.
Although the selection and appointment of independent public
accountants is not required to be submitted to a vote of the
shareholders, the Board of Directors has decided, as in the
past, to ask the Corporation's shareholders to confirm the
appointment. The Board of Directors is responsible for
selecting a new independent accounting firm at any time during
the year if the Board of Directors believes, in its
discretion, that such a change would be in the best interests
of the Corporation and its shareholders.
In accordance with past practice, management has invited
representatives of Coopers & Lybrand L.L.P. to be present at
the Annual Shareholders' Meeting. Management expects the
representatives to attend the meeting. If present, these
representatives will have an opportunity to make a statement,
if they so desire, and will be available to respond to
appropriate questions from shareholders. See "Director
Meetings and Committees" for information regarding the
Corporation's Audit Committee.
Voting Procedures
- --------------------------------------------------------------------------------
Shareholders owning a majority of all the common shares
outstanding must be present in person or represented by proxy
in order to constitute a quorum for the
20.
<PAGE> 23
transaction of business. Thus, approximately 5,451,575 common shares will be
required at the meeting for such quorum. The eleven nominees receiving the
greatest number of votes at the meeting, either in person or by proxy, will be
elected as directors for the ensuing year. In order to confirm the appointment
of Coopers & Lybrand as the Corporation's principal auditors, a majority of the
votes present at the meeting, either in person or by proxy, will be required.
Proxies returned by brokers as "non-votes" on behalf of shares held in street
name because the beneficial owner has withheld voting instructions, and proxies
returned with abstentions, will be treated as present for purposes of
determining a quorum but will not be counted as voting on any matter as to which
a non-vote or abstention is indicated on the proxy.
Annual Report on Form 10-K
- --------------------------------------------------------------------------------
Management will furnish to any shareholder, without charge, a
copy of the Corporation's Annual Report on Form 10-K for 1997,
together with all financial statements, the schedules thereto,
and a list of the Exhibits filed therewith. If any shareholder
wishes a copy of the Exhibits filed with the Corporation's
Annual Report on Form 10-K, the Corporation will furnish the
Exhibits without charge. All requests for copies should be in
writing and directed to Thomas D. Washburn, Chief Financial
Officer, Irwin Financial Corporation, P. O. Box 929, Columbus,
Indiana 47202. The Annual Report on Form 10-K will be
available to requesting shareholders on or about March 31,
1998.
Deadline for Shareholder Proposals for 1999 Annual Meeting
- --------------------------------------------------------------------------------
As required by law, all proposals of shareholders of the
Corporation which are otherwise eligible for inclusion in the
Corporation's proxy material must be received at the
Corporation's principal executive offices, 500 Washington
Street, Columbus, Indiana 47201, prior to November 27, 1998,
in order for the proposals to be considered for inclusion in
the Corporation's proxy statement and form of proxy for the
1999 Annual Meeting.
Miscellaneous
- --------------------------------------------------------------------------------
As of the date of this proxy statement, the Board of Directors
of the Corporation has no knowledge of any matters to be
presented for consideration at the meeting other than the
matters described herein. If (a) any matters not within the
knowledge of the Board of Directors as of the date of this
proxy statement should properly come before the meeting; (b) a
person not named herein is nominated at the meeting for
election as a director because a nominee named herein is
unable to serve or for good cause will not serve; (c) any
proposals properly omitted from this proxy statement and the
form of proxy should come before the meeting; or (d) any
matters should arise incident to the conduct of the meeting,
then the proxies will be voted in accordance with the
recommendation of the Board of Directors of the Corporation.
Matt Souza, Secretary
March 30, 1998
21.
<PAGE> 24
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IRWIN FINANCIAL CORPORATION PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned does hereby nominate, constitute, and appoint John A.
Nash and William I. Miller and each of them (with full power to
act without the other), with full power of substitution to each,
the true and lawful Proxies of the undersigned to attend the
Annual Meeting of the Shareholders of the Corporation, to be held
at the main offices of the Corporation, 500 Washington Street,
Columbus, Indiana, on Thursday, April 30, 1998, at 4:00 p.m.
(Columbus time), or at any adjournment thereof, and to vote all
shares of the Corporation which the undersigned is entitled to
vote upon the matters referred to in this proxy and in the notice
of said meeting to the same extent and with all the powers the
undersigned would possess if personally present and voting at such
meeting or at any adjournment thereof, and the Proxies are
directed to:
1. Vote FOR [ ] or WITHHOLD AUTHORITY to vote for [ ] the election of the
11 directors listed below. (The Board of Directors recommends a VOTE
FOR this proposal.) S. A. Dean; D. W. Goodrich; J. T. Hackett; W. H.
Kling; B. J. Lauderback, J. C. McGinty, Jr.; Irwin Miller; W. I.
Miller; J. A. Nash; L. R. Odden and T. M. Solso.
Instructions: to withhold authority to vote for any individual nominee,
print that nominee's name in the space provided below.
------------------------------------------------------------------
2. Vote FOR [ ] or AGAINST [ ] or ABSTAIN from voting for [ ]
confirmation of the appointment of the firm of Coopers & Lybrand,
certified public accountants, as the Corporation's independent
auditors. (The Board of Directors recommends a VOTE FOR this
proposal.)
3. Vote in their discretion upon such other business as may properly come
before the meeting or any adjournments thereof.
(Continued on other side)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Continued from other side)
This proxy will be voted as you specify on the reverse side of this proxy
card. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THE
PROXY WILL BE VOTED FOR THE DIRECTORS NAMED IN THE PROXY
STATEMENT, FOR THE CONFIRMATION OF THE APPOINTMENT OF COOPERS &
LYBRAND AS THE CORPORATION'S INDEPENDENT AUDITORS, AND THE PROXIES
MAY VOTE IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS PROPERLY
MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned acknowledges receipt of notice of said meeting and the
accompanying proxy statement and hereby revokes all proxies
heretofore given by the undersigned for said meeting.
<TABLE>
<S> <C>
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING Dated: 1998
THEREOF. ------------------------------------------------
SIGN EXACTLY AS NAME(S) APPEARS HERE. ------------------------------------------------
------------------------------------------------
(Please sign exactly as name appears on label.
If there are two or more co-owners, all must
sign.)
IMPORTANT: Please sign, date, and return this
proxy promptly in the enclosed envelope. No
postage required if mailed in the United States.
</TABLE>
