DEF 14A of Merchants Bancorp
Filed Apr 10, 2026 · FY20250001104659-26-042047
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table provides the compensation received by our Non-Executive Directors during the fiscal year ended December 31, 2025. The table excludes perquisites, which did not exceed $10,000 in the aggregate for any Non-Executive Director. Each of Messrs. Petrie, Rogers, Dunlap, and Evans were employed by us in 2025 and did not receive additional compensation for their service as a director.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Tamika D. Catchings | 70,000 | 70,070 | 140,070 | | Thomas W. Dinwiddie | 70,000 | 70,070 | 140,070 | | Sue Anne Gilroy | 70,000 | 70,070 | 140,070 | | Andrew A. Juster | 102,500 | 70,070 | 172,570 | | Patrick D. O’Brien | 82,500 | 70,070 | 152,570 | | Anne E. Sellers | 80,000 | 70,070 | 150,070 | | David N. Shane | 87,500 | 70,070 | 157,570 |
DIRECTOR COMPENSATION
| (1) For 2025, our non-executive directors were eligible to receive up to four (4) installments of a number of shares of our common stock equal to $17,500, with each installment to be paid immediately following each of our regularly scheduled board meetings in February, May, August, and November, so long as they were serving on the Board as of the date of such meeting. The number of shares for each installment was based on the closing price of our common stock on the day immediately prior to the issuance of such shares, rounded up to the next whole share. The February installment was based on a closing price of $42.82 on February 19, 2025, the May installment was based on a closing price of $32.71 on May 14, 2025, the August installment was based on a closing price of $32.42 on August 20, 2025, and November installment was based on a closing price of $31.17 on November 18, 2025. |
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS At the Annual Meeting, shareholders entitled to vote will elect twelve (12) directors to serve until our 2027 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death. Current directors Randall D. Rogers, Sue Anne Gilroy, and David N. Shane have chosen not to stand for reelection, though not due to any disagreement with the Board or management. Set forth below is information concerning the nominees for election as directors. The Board recommends that shareholders vote “FOR” each of the nominees for election as director.
NOMINEES
NOMINEES
NOMINEES
| Name | Age | Occupation | Director Since | | Michael F. Petrie | 72 | Chairman and Chief Executive Officer of the Company and Chairman of Merchants Bank | 2006 | | Tamika D. Catchings | 46 | Former Vice President of Basketball Operations and General Manager of the Indiana Fever | 2022 | | Michael S. Curless | 62 | Former Chief Investment and Customer Officer at Prologis | - | | Thomas W. Dinwiddie | 78 | Former Partner at the law firm of Dinsmore & Shohl LLP | 2022 | | Michael J. Dunlap | 60 | President and Chief Operating Officer of the Company and Chief Executive Officer of Merchants Bank | 2014 | | Scott A. Evans | 61 | Richmond Market President and Chief Operating Officer of Merchants Bank | 2006 | | Andrew A. Juster | 73 | Former Chief Financial Officer of Simon Property Group, Inc., one of the largest publicly traded real estate investment trusts in the United States | 2019 | | Julia L. Kaercher | 39 | Executive Director of Merchants Foundation | - | | Patrick D. O’Brien | 68 | President of O’Brien Toyota, a Toyota dealership serving Indianapolis, Indiana | 2013 | | Randall D. Rogers, Jr. | 53 | Senior Vice President, Originations at Merchants Capital Corp. | - | | Anne E. Sellers | 65 | Technology consultant and former Managing Principal and majority owner of Sensory Technologies, LLC | 2017 | | Mark E. Shaffer | 59 | Managing Director of FWO Accounting & Consulting LLC and former Partner at KPMG LLP, one of the Big Four accounting firms | - |
NOMINEES
There are no arrangements or understandings between any of our nominees or executive officers and any other person pursuant to which any of our nominees or executive officers have been selected for their respective positions. Other than Mr. Petrie, Ms. Kaercher, Mr. Randall D. Rogers, and Mr. Randall D. Rogers, Jr., no nominee, current director, or executive officer is related to any other nominee, current director, or executive officer. Ms. Kaercher is the daughter of our CEO and Chairman, Mr. Petrie, and Mr. Rogers, Jr. is the son of Randall D. Rogers, our current Vice Chairman, however, as noted above, Randall D. Rogers has chosen not to stand for reelection. Mr. Curless currently serves as director of another “public company” (i.e., subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), however no other nominee for director has been a director of another “public company” or of any investment company within the past five years. The business experience of each of the nominees for director, as well as their qualifications to serve on the Board, is as follows: Michael F. Petrie. Mr. Petrie has served as Chairman and Chief Executive Officer of the Company since October 2006 and has also served as Chairman of Merchants Bank since March 2002. From March 2002 through December 2019, Mr. Petrie served as Chief Executive Officer of Merchants Bank, and served as President of the Company’s subsidiary Merchants Capital Corp. (“Merchants Capital”) from when it was founded by Mr. Petrie and Mr. Rogers in August 1990 until January 2018. In addition to Mr. Petrie’s positions at the Company and its subsidiaries, Mr. Petrie serves as the trustee of the Michael F. Petrie & Jody J. Petrie Foundation and is a former President of the Indiana Affordable Housing Council and the Multifamily Lenders Council, Inc. Additionally, Mr. Petrie serves on the National Board for the Indiana University Varsity Club, the Advisory Board for the Indiana University Center for Real Estate Studies, the board of directors of RDOOR Housing Corporation, an affordable housing non-profit located in the Indianapolis area, and the board of directors of Crooked Stick Golf Club. In 2005, Mr. Petrie served as Chairman of the Mortgage Bankers Association Board of Directors, Washington, D.C., and has previously served on the Board of Trustees for Marian University. Mr. Petrie is a graduate of Indiana University with both a Bachelor of Science and Master of Business Administration in finance. Mr. Petrie brings to the Board, among other skills and qualifications, extensive bank management experience derived from over 46 years in the mortgage banking industry. Mr. Petrie also brings to the Board a broad strategic vision for the Company, and the Board believes this is valuable in developing and implementing the Company’s strategic growth initiatives. Tamika D. Catchings. Ms. Catchings has served as a director of the Company since May 2022. From 2001 to 2016, Ms. Catchings played for the Indiana Fever, Indianapolis’s WNBA team, and became one of the most decorated athletes of all time. Ms. Catchings is a 4-time Olympic gold medalist, 10-time WNBA All-Star, 5-time Defensive Player of the Year, and a WNBA Champion. Beyond her on-court success, Ms. Catchings is known for her off-court professionalism and was a 3-time recipient of the Kim Perrot Sportsmanship award. In 2004, Ms. Catchings launched the Catch the Stars Foundation, which empowers youth by providing goal setting programs that promote fitness, literacy, and youth development. From 2017 to 2022, Ms. Catchings served as the Vice President of Basketball Operations and General Manager of the Indiana Fever. Since her retirement from professional basketball, Ms. Catchings has been involved in the business community of Indianapolis as both a business owner and by serving on various boards, including the Board of Directors of the Indianapolis Airport Authority. Additionally, Ms. Catchings is a color analyst with the ESPN/SEC Network, where she provides expert analysis and background information, such as statistics and strategy. Ms. Catchings is a graduate of the University of Tennessee, where she earned a bachelor’s degree and a master’s degree in sports management. Ms. Catchings brings to the Board, among other skills and qualifications, business management experience, extensive leadership, including in the philanthropic sector, and years of work and service throughout the Indianapolis community. Michael S. Curless. Mr. Curless is not currently a director of the Company and was nominated for election to the Board in February 2026. From 2000 to 2010, Mr. Curless worked as the President and Principal of Lauth Property Group, a commercial real estate and development firm located in Carmel, Indiana. From 2010 to 2023, Mr. Curless served as the Chief Investment Officer, Chief Customer Officer, and Advisor to the CEO at Prologis, the world’s largest industrial real estate investment trust, specializing in high-quality logistics and distribution facilities near major global transportation hubs. Mr. Curless has served on several boards and currently serves as the WGA Director at Crooked Stick Golf Club and as a board member of Magnera Corporation, a publicly traded manufacturing company. He is a graduate of Indiana University with a Bachelor of Science in finance and a Master of Business Administration in marketing and finance. Mr. Curless brings to the Board, among other skills and qualifications, over two decades of real estate and development knowledge and experience. Thomas W. Dinwiddie. Mr. Dinwiddie has served as a director of the Company since May 2022. Mr. Dinwiddie is a retired partner of the law firm of Dinsmore & Shohl, LLP and his practice focused on the areas of real estate, real estate finance, real estate development, and mortgage banking. Mr. Dinwiddie has been a director of Merchants Bank since 2002. Additionally, Mr. Dinwiddie represented the Indiana Mortgage Bankers Association for more than 40 years and was the first recipient of their Distinguished Service Award. He is a graduate of DePauw University and received his juris doctor degree from Indiana University Robert H. McKinney School of Law. Mr. Dinwiddie brings to the Board, among other skills and qualifications, a wide range of real estate and mortgage banking knowledge and experience. Michael J. Dunlap. Mr. Dunlap has served as a director of the Company since May 2014. Mr. Dunlap became President and Chief Operating Officer of the Company in January 2018 and became Chief Executive Officer of Merchants Bank in January 2020. Prior to becoming Chief Executive Officer of Merchants Bank, Mr. Dunlap had been President and Co-Chief Operating Officer of Merchants Bank since May 2014. Mr. Dunlap has over 30 years of mortgage banking experience and joined Merchants Bank as Senior Vice President of Mortgage Banking in August 2009. Mr. Dunlap has been primarily responsible for establishing our warehouse lending platform and Merchants Mortgage, a division of Merchants Bank focused on single-family mortgage origination and servicing. Mr. Dunlap also serves on the Mortgage Bankers Association’s Residential Board of Governors and is a member of its Board of Directors. Prior to joining Merchants, Mr. Dunlap served as Chief Financial Officer of National City Mortgage, which was acquired by The PNC Financial Services Group, Inc. and prior to that held similar finance positions at Bank One, which was acquired by JPMorgan Chase & Co., and Waterfield Mortgage Co., which was acquired by Huntington Bancshares, Inc. Mr. Dunlap is a graduate of Indiana University with a degree in accounting and is a former licensed Certified Public Accountant. Mr. Dunlap’s extensive experience and knowledge of the Company and its products and services, particularly in mortgage banking, is tremendously valuable to the Board.
NOMINEES
Scott A. Evans. Mr. Evans has served as a director of the Company and President of the Lynn/Richmond market and Chief Operating Officer of Merchants Bank since 2004 and was Chairman of the Board of Directors of our Illinois bank subsidiary, Farmers-Merchants Bank of Illinois, from 2017 until its sale in 2024. Mr. Evans has over 36 years of community banking and related experience. Prior to joining Merchants, Mr. Evans was Assistant Vice President, Agriculture Lending at Bath State Bank, Bath, Indiana from 2002 to 2004. Also, Mr. Evans served as Vice President of The Farmers State Bank, New Madison, Ohio from 1989 to 2000 where he performed a variety of management functions, including with respect to compliance, human resources, information technology, information security, and accounting. In addition to Mr. Evans’ positions at the Company and its subsidiaries, Mr. Evans also is a member of the Ohio Farm Bureau and Ohio Corn and Wheat Growers Association and previously served as chairman of the finance committee of the St. Vincent Randolph Hospital Foundation. Mr. Evans is a graduate of The Ohio State University with a degree in agriculture, with an emphasis in agriculture economics and finance. Mr. Evans brings to the Board, among other skills and qualifications, extensive experience in community banking, and agricultural lending in particular. Andrew A. Juster. Mr. Juster has served as a director of the Company since May 2019. From 1989 through 2018, Mr. Juster was employed by Simon Property Group, Inc., a global leader in the ownership of premier shopping, dining, entertainment, and mixed-use destinations; an S&P 100 company; and one of largest publicly traded real estate investment trusts in the United States. From January 1, 2015 to October 1, 2018, Mr. Juster served as Executive Vice President and Chief Financial Officer of Simon Property Group, Inc., and previously served as its Executive Vice President and Treasurer from 2008 through 2014. Mr. Juster is a graduate of American University and received a Master of Business Administration from the Wharton Graduate School of the University of Pennsylvania. Mr. Juster brings extensive knowledge of the commercial real estate market and significant experience in finance, including overseeing financing strategies and capital market activities, and an understanding of the necessary accounting systems and controls of a publicly traded company. Julia L. Kaercher. Ms. Kaercher is not currently a director of the Company and was nominated for election to the Board in February 2026. Ms. Kaercher has served as the Executive Director of Merchants Foundation, the charitable arm of the Company, since 2022. Prior to that, Ms. Kaercher was the Vice President of Program Development at RDOOR Housing Corporation, an affordable housing non-profit located in the Indianapolis area. She is a founding board member of the National Women’s Affordable Housing Network, a nationwide non-profit led by women which advances leadership, equity, and connection in the affordable housing industry, and the Indiana Women’s Affordable Housing Network, a similar statewide non-profit. Ms. Kaercher previously served on the Board of Directors of our Illinois bank subsidiary, Farmers-Merchants Bank of Illinois, from 2022 until its sale in 2024. Ms. Kaercher attended the University of Dayton and earned a degree in sport management. Ms. Kaercher brings to the Board, among other skills and qualifications, extensive non-profit experience, particularly with respect to affordable housing, and knowledge and an understanding of the Company and its charitable activities. Patrick D. O’Brien. Mr. O’Brien has served as a director of the Company since November 2013. Since 1990, Mr. O’Brien has been President of O’Brien Toyota, a Toyota dealership serving the Indianapolis, Indiana area. Mr. O’Brien is also the owner and managing member of K&P Property Development, LLC, a real estate holding company, and co-owner and managing member of Pinheads, a family entertainment center with locations in Fishers and Brownsburg, Indiana. Mr. O’Brien has previously served as chairman of Toyota’s Regional Dealer Council, which serves a four-state area including Indiana, chairman of the Chicago Region Toyota Dealer Advertising Association, and President of the Auto Dealers Association of Indiana. Mr. O’Brien is a graduate of Indiana University with a bachelor’s degree in business management. Mr. O’Brien brings to the Board, among other skills, a wide range of knowledge and perspective relative to operating successful businesses and the business community in our Indianapolis market. Randall D. Rogers, Jr. Mr. Rogers is not currently a director of the Company and was nominated for election to the Board in February 2026. Mr. Rogers is currently a Senior Vice President of Originations at Merchants Capital Corp., a subsidiary of Merchants Bank, where he has been part of the production and originations team since 2015, and is currently a member of Merchants Bank’s Management Committee. Prior to his role at Merchants Capital Corp., Mr. Rogers was an employee of Merchants Bank from 2010 to 2015. Mr. Rogers previously served on the Board of Directors of our Illinois bank subsidiary, Farmers-Merchants Bank of Illinois, from 2017 until its sale in 2024. He formerly served as a member of the Penrod Society and as a director for the Boone County chapter of Habitat for Humanity. Mr. Rogers graduated from Denison University with a degree in political history and earned his juris doctor degree from Indiana University Robert H. McKinney School of Law. Mr. Rogers brings to the Board, among other skills and qualifications, deep knowledge of the Company and its subsidiary, Merchants Capital Corp., and over a decade of experience in multi-family real estate originations. Anne E. Sellers. Ms. Sellers has served as a director of the Company since June 2017. Ms. Sellers is an audio/visual technology consultant and, from 2006 through 2019, Ms. Sellers served as Managing Principal and majority owner of Sensory Technologies, LLC, an Indianapolis-based company that specializes in audiovisual integration technologies, including videoconferencing system design, web streaming and distribution, and sound and acoustic design. Ms. Sellers has also previously served in a variety of accounting and finance roles, including with EY US. In addition, Ms. Sellers serves as Chair of the board of trustees of Newfields, is a member of the Crown Hill Board of Incorporators, the executive committee of The Gathering, and is a past member of the board of directors of the National Systems Contractors Association, The Alliance Group, the National Association of Women Business Owners, Indianapolis Chapter, and WFYI Public Television Affiliate. Ms. Sellers is a graduate of DePauw University with a degree in economics. Ms. Sellers brings to the Board, among other skills and qualifications, extensive experience in management and leadership in the technology industry. Mark E. Shaffer. Mr. Shaffer is not currently a director of the Company and was nominated for election to the Board in February 2026. Mr. Shaffer was employed by KPMG LLP from July 1988 to his retirement from the firm in 2025. He became a partner in 1998, served as the Managing Partner of the Indianapolis office from 2007 to 2019, and Partner in Charge of a four-state region from 2019 to 2023. He previously served on the KPMG Board of Directors Nominating Committee. In his role at KPMG, Mr. Shaffer served as lead audit partner for more than a dozen public companies. Since his retirement from KPMG, he has served as Managing Director, Strategic Relationships for FWO Accounting and Consulting, a leading provider of accounting and technology consulting services to family offices and hedge funds.
NOMINEES
In addition, Mr. Shaffer has served on the boards of a number of not-for-profit organizations, including as Board Chair of the Indiana Repertory Theatre, Junior Achievement of Central Indiana, and the Horizon House. He has served on the Dean’s Advisory Council and Kelley Accounting Advisory Group for the Indiana University Kelley School of Business and as a board member and Vice Chair of the Indiana CPA Society. Mr. Shaffer is a graduate of Indiana University with a degree in accounting. Mr. Shaffer brings to the Board, among other skills and qualifications, extensive experience in accounting, internal control over financial reporting, and enterprise risk management, and leadership in the local community.
Regulatory Impact on Compensation
Regulatory Impact on Compensation As a publicly traded financial institution, we are subject to various regulations when considering and implementing compensation-related decisions. Although these regulations do not set specific parameters within which compensation decisions must be made, they do require that we be mindful of the risks associated with compensation programs designed to incentivize the achievement of better than average performance. In particular, the federal bank regulators, including the Federal Deposit Insurance Corporation (“FDIC”), have long held that excessive compensation is prohibited as an unsafe and unsound practice. In describing a framework to determine whether compensation is excessive, the FDIC has indicated that financial institutions should consider whether aggregate cash amounts paid, or noncash benefits provided, to employees are unreasonable or disproportionate to the services performed by an employee. The FDIC encourages financial institutions to review an employee’s compensation history and to consider internal pay equity, and, as appropriate, to consider benchmarking compensation to peer groups. Finally, the FDIC provides that, in order to give proper context, such an assessment must be made in light of the institution’s overall financial condition. Additionally, we must also take into account the joint agency Guidance on Sound Incentive Compensation Policies, which sets forth a framework for assessing and mitigating risk associated with incentive compensation plans, programs, and arrangements maintained by financial institutions. Other matters, such as accounting, tax, and SEC requirements regarding risk assessment are also considered by the Compensation Committee and Board as part of its compensation design and annual decisions. The SEC has adopted final “clawback” rules, as directed by the Dodd-Frank Act, which Nasdaq has implemented. Our clawback policy, among other things, requires that we recover excess incentive-based compensation from executive officers if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws. Our clawback policy can be found on our website (investors.merchantsbancorp.com) under the corporate profile – governance documents section.
Compensation Philosophy and Objectives
| What We Do | | What We Do Not Do | | | ● | Consider peer group information in compensation decisions | ● | Provide for single-trigger payments upon change in control | | ● | Only provide for double-trigger severance payments upon a change in control | ● | Reprice equity awards | | ● | Vest equity awards ratably over multiple years | ● | Provide tax gross-ups | | ● | Tie equity awards to overall Company performance using measures that are important to shareholders (e.g., revenue, return on equity, and earnings per share) | ● | Guarantee cash awards – incentive compensation may be reduced to zero if threshold performance measures are not met |
Compensation Consultants
Compensation Consultants The Compensation Committee’s charter gives it the authority to hire consultants to further its objectives and responsibilities. Historically, the Compensation Committee’s practice had been to not hire any consultants. This is largely because in the Board’s experience it has been difficult for consultants and similar third parties to fully understand our business model, which is unlike most traditional banks, or find appropriate peer institutions or find other executive officers whose roles align with those of our executive officers. Instead, the Compensation Committee generally relied upon market data provided by internal parties that the Compensation Committee deemed reasonable and appropriate, including our internal human resources department, and survey data from industry resources. However, more recently, the Compensation Committee determined that it would be appropriate and helpful to engage Aon because, among other reasons, the Company had grown substantially, in assets and the complexity of the products and services offered, the executive officers’ responsibilities had substantially increased, and the Company was competing for executive talent on a national level. Over the last several years, Aon has reviewed, made recommendations, and provided general advice with respect to our peer group and our compensation practices and amounts. In its engagement of Aon, the Compensation Committee considered the independence of its compensation advisors under applicable SEC and Nasdaq listing rules and concluded there was no conflict of interest with respect to this engagement. For 2025, the Compensation Committee once again engaged Aon for executive compensation recommendations, while also relying on market data provided by internal parties that the Compensation Committee deems reasonable and appropriate, including our internal human resources department, and survey data from industry resources. As part of its engagement, Aon assisted the Compensation Committee with reviewing the Company’s then peer group and recommending adjustments thereto. The Company’s peer group prior to the changes below was as follows:
Compensation Consultants
| Banner Corp. | First Busey Corp. | OceanFirst Financial Corp. | | Berkshire Hills Bancorp Inc. | First Financial Bancorp. | Pacific Premier Bancorp | | Brookline Bancorp Inc. | First Foundation Inc. | QCR Holdings Inc. | | Customers Bancorp Inc | First Merchants Corp. | S&T Bancorp Inc. | | CVB Financial Corp. | HomeStreet Inc. | The Bancorp | | Dime Community Bancshares Inc. | Independent Bank Corp. | TriCo Bancshares | | Eagle Bancorp Inc | Lakeland Financial Corp. | Walker & Dunlop Inc. | | Eastern Bankshares Inc. | NBT Bancorp Inc. | WaFd Inc. |
Compensation Consultants
For its new peer group, the Compensation Committee primarily considered institutions with annual revenue between $500 million and $1.2 billion (an increase from previous annual revenue considerations of $300 to $860 million, primarily because of the Company’s growth since Aon’s last review), with multifamily loans being more than 7% of their total loan portfolio, and/or which were otherwise close competitors in geography or business model. Eleven prior peers were excluded from the new peer group for having revenues of less than $500 million, and nine new peers were added. In December 2024, the Compensation Committee selected the following group of 22 publicly traded companies as its peer group, which was used in making executive compensation decisions for 2025:
Compensation Consultants
| Atlantic Union Bankshares Corp. | First Merchants Corp. | Texas Capital Bancshares Inc. | | Banner Corp. | Hope Bancorp | Trustmark Corp. | | Customers Bancorp Inc. | Independent Bank Corp. | United Bankshares Inc. | | CVB Financial Corp. | Lakeland Financial Corp. | WaFd Inc. | | Dime Community Bancshares Inc. | NBT Bancorp Inc. | Walker & Dunlop Inc. | | Eastern Bankshares Inc. | Provident Financial Services | WesBanco Inc. | | First Financial Bancorp | QCR Holdings Inc | WSFS Financial Corp. | | First Interstate BancSystem | | |
Compensation Consultants
For 2025, the Compensation Committee met in January 2025 to review and discuss potential adjustments to NEO compensation and discussed historical and future performance and strategic objectives with our management, including Messrs. Petrie, Dunlap, and Oznick. In January 2025, the Compensation Committee established our Chief Executive Officer’s 2025 compensation and made its recommendation to the Board regarding the other NEOs’ 2025 compensation. The Board approved such recommendations in January 2025.
Compensation Components
| Name | Salary | Target Cash Incentive (1) | Target Equity Incentive | | Michael F. Petrie | $1,000,000 | $1,000,000 | $1,000,000 | | Michael J. Dunlap | $975,000 | $975,000 | $975,000 | | Michael R. Dury | $330,000 | - | $231,000 | | Martin A. Schroeter (2) | $450,000 | - | - | | Sean A. Sievers | $625,000 | $312,500 | $312,500 |
Compensation Components
| (1) This table does not include any commissions or discretionary bonuses a NEO may be eligible for which are discussed below in this CD&A. |
Compensation Components
| (2) Mr. Schroeter would not be eligible for either a cash or equity incentive award but would be eligible for a discretionary cash bonus as described below in this CD&A. |
Cash Bonus and Cash Incentive Awards
Cash Bonus and Cash Incentive Awards If a cash incentive award is established for a NEO, it is generally tied to our achievement of certain performance measures established by the Compensation Committee for that fiscal year and generally not tied to individual goals. Further, the performance measures established generally must be consistent with those permitted under our 2017 Equity Incentive Plan (“2017 Plan”), and the Compensation Committee is responsible for determining the level of achievement of those performance measures. If a cash incentive award is established for a NEO, in addition to establishing the relevant performance measures, the Compensation Committee establishes a target and weight for each performance measure and payout percentage for above target performance. Additionally, all cash incentives are conditioned upon Merchants Bank being well capitalized under applicable FDIC regulations at the end of each quarter of that calendar year. As provided above in this CD&A, for 2025 cash incentive awards, the Compensation Committee established:
Cash Bonus and Cash Incentive Awards
| ● | Performance Measures: total revenue, earnings per common share, and return on average total equity. |
Cash Bonus and Cash Incentive Awards
| ● | Weighting: equal weighting to each performance measure. |
Cash Bonus and Cash Incentive Awards
| ● | Payout Percentages: between 75% to 125% of target; provided, however, payouts could be reduced to zero percent if threshold performance measures were not met and/or Merchants Bank failed to be well capitalized for any quarter in 2025. |
Cash Bonus and Cash Incentive Awards
For 2025, neither Mr. Dury nor Mr. Schroeter had an established target cash incentive award. The Compensation Committee and Board believed that their compensation was appropriately structured in other ways to ensure that they are properly motivated and aligned with shareholder interest. In particular, Mr. Dury is compensated with commissions on fees the Company received on certain loans he was responsible for closing and also with a volume bonus based on the overall business generated by Merchants Capital (as further described in Executive Compensation - Employment Agreements below) and Mr. Schroeter is compensated based on a discretionary bonus related to mortgage warehouse’s performance. Messrs. Petrie, Dunlap, and Sievers each had a target cash incentive award established in 2025. At each fiscal year-end, the Compensation Committee reviews our overall performance as compared to the established targets for the performance measures, reviews whether Merchants Bank maintained well capitalized status for each quarter, and determines whether the NEO is entitled to receive a payout of such cash incentive. In January 2026, the Compensation Committee completed its review and determined we achieved the following results and that Merchants Bank maintained well capitalized status for each quarter of 2025.
Cash Bonus and Cash Incentive Awards
| Performance Measure | Target | Actual Results | Percentage of Target | | Total Revenue | $713,962,000 | $563,693,000 | 79% | | Earnings Per Common Share | $6.02 | $3.78 | 63% | | Return on Average Total Equity | 14.23% | 9.88% | 69% | | Average Target Achievement | | | 70% |
Cash Bonus and Cash Incentive Awards
Historically, if we did not achieve at least 75% of an established target, an NEO would not receive a payout with respect to the portion of their cash incentive award associated with that performance measure. However, when reviewing the Company’s performance in the full context of 2025, the Compensation Committee determined that it would not be fully appropriate or promote the desired incentives if the NEOs received no award. In particular, the Compensation Committee considered that after the Board had established a challenging budget for 2025, among other factors, the Board established a minimum leverage ratio of 9.0% and a minimum total capital ratio of 12.5%, which were higher than its historical internally established minimums and thereby limited our growth opportunities, and interest rates continued to remain elevated, which limited some multifamily customer’s desire or ability to obtain new financing with us because our balance sheet financial products are generally floating rate. Additionally, we discovered that similar to other peer multifamily lenders, as well as certain government sponsored enterprises, we were the victim of sophisticated mortgage fraud schemes primarly on loans originated during the COVID-19 pandemic, which contributed to our loan losses being above historical levels. Therefore, for 2025, the Compensation Committee determined that a discretionary cash award of 75% of the cash incentive award target was appropriate for each Messrs. Petrie, Dunlap, and Sievers. The Compensation Committee believed this level of award recognized that our level of financial performance was below our general expectations, but that such performance was largely in line with peer and industry performance in 2025, that certain events were not primarily within our NEOs’ control, and that targets were not adjusted during the year to account for any one-time items or other material events that would impact the NEOs’ ability to achieve such targets. In addition to the target cash incentive award described above, for 2025, the Compensation Committee and the Board authorized Mr. Petrie and Mr. Dunlap to make certain discretionary cash bonus awards to NEOs (other than to themselves or, in the case of Mr. Dunlap, to Mr. Petrie) based on exceptional individual performance (e.g., performance of business unit well beyond budget). With the exception of Mr. Schroeter, the amount of any such cash bonus may not exceed 10% of such executive’s target total compensation, or in the case of Mr. Dunlap and Mr. Dury may not exceed $200,000, without the Board’s prior approval. For Mr. Schroeter, the Board established a target discretionary cash award of $800,000, but authorized Mr. Petrie or Mr. Dunlap to determine the final amount of such cash bonus based on the 2025 performance of our mortgage warehouse business, provided that such final amount may not exceed 200% of target without the Board’s prior approval. Mr. Petrie or Mr. Dunlap were required provide the details of any such cash bonus to the Compensation Committee promptly after the award. For 2025, neither Mr. Petrie nor Mr. Dunlap awarded any discretionary cash bonuses to any NEO other than Mr. Schroeter. Mr. Dunlap awarded Mr. Schroeter a discretionary cash bonus of $900,000, which he believed was appropriate considering the success of our mortgage warehouse business in 2025, notwithstanding the challenging market conditions for single family mortgages caused by, among other factors, interest rates remaining higher and low housing inventory. Furthermore, the success of the mortgage warehouse business in 2025 contributed greatly to the Company’s success in 2025, especially in light of the credit issues faced by other lines of business. In addition to the cash incentives and cash bonuses described above, each of our NEOs are eligible to receive certain nominal cash incentive awards to the same extent as all other employees, such as for completing certain training. For 2025, Messrs. Petrie, Dunlap, and Dury received $100 in such nominal cash incentives.
Equity Awards
Equity Awards Under our 2017 Plan, we have the ability to award a variety of instruments, but to date have only issued restricted stock units, with each restricted stock unit subject to vesting requirements established by the Compensation Committee. We believe that other instruments, such as options, create unnecessary complexity and do not align with the best interest of our shareholders. Additionally, we do not pay dividends or any other form of compensation on restricted stock units prior to vesting. Generally, if an equity incentive award is established for an NEO, it is tied to our achievement of certain performance measures established by the Compensation Committee for that fiscal year. Further, the Compensation Committee is responsible for determining the level of achievement of those performance measures. Messrs. Petrie, Dunlap, Dury, and Sievers each had a target equity incentive award established in 2025 under the 2017 Plan. A target equity incentive award was not established for Mr. Schroeter in 2025. The Compensation Committee and Board determined Mr. Schroeter’s compensation was appropriately structured in other ways to ensure that he was properly motivated and aligned with shareholder interest, in particular, that his compensation should be primarily tied to the performance of our mortgage warehouse business. In the same manner as for our cash incentives, as provided above in this CD&A, for 2025 equity awards the Compensation Committee established:
Equity Awards
| ● | Performance Measures: total revenue, earnings per common share, and return on average total equity. |
Equity Awards
| ● | Weighting: equal weighting to each performance measure. |
Equity Awards
| ● | Payout Percentages: between 75% to 125% of target; provided, however, payouts could be reduced to zero percent if threshold performance measures were not met and/or Merchants Bank failed to be well capitalized for any quarter in 2025. |
Equity Awards
Also, in the same manner as for our cash incentives, after our fiscal year-end the Compensation Committee reviews our overall performance as compared to the established performance measures, reviews whether Merchants Bank maintained well capitalized status for each quarter, and determines whether each NEO is entitled to receive a payout of such cash incentive. For 2025, if the 75% of target threshold for a performance measure was not met, no NEO would receive a payout with respect to the portion of their equity incentive award associated with that performance measure. Also, no NEO would receive a payout if Merchants Bank was not well capitalized at the end of any quarter in 2025. As provided above in this CD&A, at its January 2026 meeting, the Compensation Committee determined that for 2025, two of the three target performance measures’ thresholds were not met, however Merchants Bank was well capitalized at the end of each quarter. The Compensation Committee determined that Messrs. Petrie, Dunlap, and Sievers should receive 75% of their respective target equity incentive awards in the form of restricted stock units, rounded up to the nearest whole share. The Compensation Committee believed this level of award recognized that our level of financial performance was below our general expectations, but that such performance was largely in line with peer and industry performance in 2025, that certain events were not primarily within our NEOs’ control, and that targets were not adjusted during the year to account for any one-time items or other material events that would impact the NEOs’ ability to achieve such targets. However, Mr. Dury did not receive an equity award due to the credit issues faced by the Company in 2025 and the role his line of business played in those issues. Each award vests ratably over a three (3) year period, with the first portion vesting on the February 1st after the first anniversary date of the award (i.e., for 2025 equity incentive awards, the first portion will vest on February 1, 2027). The Compensation Committee believes the vesting period for equity incentive awards is a valuable retention tool for the services of our NEOs.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Non-Equity Incentive Awards (3) ($) | All Other Compensation (4) ($) | Total ($) | | Michael F. Petrie Chairman of the Board and Chief Executive Officer | 2025 2024 2023 | 1,000,000 950,000 900,000 | 750,000 - - | 750,006 978,531 954,001 | 100 978,600 954,100 | 34,589 32,798 31,437 | 2,534,695 2,939,929 2,839,538 | | Michael J. Dunlap President and Chief Operating Officer of the Company and President and Chief Executive Officer of Merchants Bank | 2025 2024 2023 | 975,000 840,000 800,000 | 731,250 - - | 731,260 875,530 848,014 | 100 875,600 848,100 | 14,500 14,350 13,900 | 2,452,110 2,605,480 2,510,014 | | Michael R. Dury President and Chief Executive Officer of Merchants Capital | 2025 2024 2023 | 330,000 315,000 300,000 | 6,303,158 5,868,913 5,976,839 | - 227,122 222,601 | 100 100 100 | 14,500 14,350 13,900 | 6,647,758 6,425,485 6,513,440 | | Martin A. Schroeter President – Warehouse Lending | 2025 2024 2023 | 450,000 420,000 400,000 | 900,000 840,000 588,000 | - - - | - 100 212,100 | 14,500 14,350 13,900 | 1,364,500 1,274,450 1,214,000 | | Sean A. Sievers (5) Executive Vice President and Chief Financial Officer | 2025 2024 | 625,000 186,885 | 234,375 500,040 | 234,393 96,273 | -96,346 | 14,500 8,077 | 1,108,268 887,622 |
Summary Compensation Table
| (1) For Messrs. Petrie, Dunlap, Schroeter, and Sievers, such amount represents a discretionary cash bonus award approved by the Compensation Committee, which is discussed in the CD&A. For Mr. Dury, such amount relates to commissions and a volume bonus earned under his “at will” employment agreement as discussed below. |
Summary Compensation Table
| (2) Equity awards are generally made in January of the following year based on our full-year performance. For 2025, we awarded discretionary restricted stock units in January 2026 after the Compensation Committee reviewed our full year performance. The amounts reflect the aggregate grant date fair value of restricted stock awards for the years ended December 31, 2025, 2024, and 2023 in accordance with FASB ASC Topic 718. |
Summary Compensation Table
| (3) Amounts represent certain nominal incentive awards to the NEO as described in the CD&A. |
Summary Compensation Table
| (4) For Messrs. Dunlap, Dury, Macke, Schroeter, and Sievers the amounts consisted of a contribution under our 401(k) Plan and an allocation under our ESOP. For Mr. Petrie, the amount consisted of a contribution under our 401(k) Plan, an allocation under our ESOP, and monthly country club dues and assessments. For 2025: |
Summary Compensation Table
| Name | ESOP Allocation ($) | 401(k) Contribution ($) | Country Club Dues and Assessments ($) | | Michael F. Petrie | 4,000 | 10,500 | 20,089 | | Michael J. Dunlap | 4,000 | 10,500 | - | | Michael R. Dury | 4,000 | 10,500 | - | | Martin A. Schroeter | 4,000 | 10,500 | - | | Sean A. Sievers | 4,000 | 10,500 | - |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information on the incentive compensation and equity grants awarded to our NEOs in 2025. All such grants were made under our 2017 Plan, which is described above.
Grants of Plan-Based Awards
| Name | Grant Date (1)(2) | All other stock awards: Number of Units | Grant Date Fair Value of Stock and Option Awards ($) | | Michael F. Petrie | 12/31/2024 | 20,565 | $750,006 | | Michael J. Dunlap | 12/31/2024 | 20,051 | $731,260 | | Michael R. Dury (3) | - | - | - | | Martin A. Schroeter (4) | - | - | - | | Sean A. Sievers | 12/31/2024 | 6,427 | $234,393 |
Grants of Plan-Based Awards
| (1) While the awards were granted in 2025, the Grant Date represents the date of pricing that was utilized for the grant issuance. All are time-based restricted stock unit grants that vest over a 3-year period from 2027-2029. |
Grants of Plan-Based Awards
| (2) We do not have any estimated future payouts under equity or non-equity incentive plans. |
Grants of Plan-Based Awards
| (3) Mr. Dury did not receive an equity award in 2025. |
Grants of Plan-Based Awards
| (4) Mr. Schroeter was not eligible for an equity award in 2025. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information for each of our NEOs regarding outstanding unvested stock awards held by the NEOs as of December 31, 2025. As of December 31, 2025, our NEOs only had restricted stock units outstanding. Each restricted stock unit represents a right to receive one (1) share of our common stock upon vesting. The number of restricted stock units and the market values are presented as of the end of 2025.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | Name | Number of Units of Stock That Have Not Vested (#)(1) | Market Value of Units Units of Stock That Have Not Vested ($)(2) | | Michael F. Petrie (3) | 58,203 | 1,982,394 | | Michael J. Dunlap (4) | 50,744 | 1,728,341 | | Michael R. Dury (5) | 13,378 | 455,655 | | Martin A. Schroeter (6) | 1,601 | 54,530 | | Sean A. Sievers (7) | 2,261 | 77,010 |
Outstanding Equity Awards at Fiscal Year End
| (1) Each restricted stock unit will accelerate and vest upon a change in control in accordance with the 2017 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (2) Based on the closing price of $34.06 on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (3) 29,807 vested on February 1, 2026; 20,736 will vest on February 1, 2027; and 7,660 will vest on February 1, 2028. |
Outstanding Equity Awards at Fiscal Year End
| (4) 25,413 vested on February 1, 2026; 18,477 will vest on February 1, 2027; and 6,854 will vest on February 1, 2028. |
Outstanding Equity Awards at Fiscal Year End
| (5) 6,771 vested on February 1, 2026; 4,829 will vest on February 1, 2027; and 1,778 will vest on February 1, 2028. |
Outstanding Equity Awards at Fiscal Year End
| (6) All 1,601 vested on February 1, 2026 and he has no RSUs remaining to vest. |
Outstanding Equity Awards at Fiscal Year End
| (7) 753 vested on February 1, 2026; 754 will vest on February 1, 2027; and 754 will vest on February 1, 2028 |
Option Exercises and Stock Vesting
Option Exercises and Stock Vesting We have not previously granted any stock options to our NEOs, thus no options were exercised in 2025. The below table provides the details of the stock awards that vested in 2025.
Option Exercises and Stock Vesting
| | Stock Awards | | | Name | Stock Awards Number of Shares Acquired on Vesting (#)(1)(2) | Value Realized on Vesting ($)(3) | | Michael F. Petrie | 35,319 | 1,480,926 | | Michael J. Dunlap | 29,504 | 1,237,103 | | Michael R. Dury | 8,540 | 358,082 | | Martin A. Schroeter | 4,439 | 186,127 | | Sean A. Sievers (4) | - | - |
Option Exercises and Stock Vesting
| (1) All restricted stock units that were awarded for Company performance in 2021, 2022, and 2023. |
Option Exercises and Stock Vesting
| (2) Number represents the gross number of restricted stock units that vested on February 1, 2025. We currently withhold-to-cover for the tax obligations of the NEO and after withholding a number of shares equal to the NEO’s tax liability, only actually issue the net number of shares. |
Option Exercises and Stock Vesting
| (3) The amount reflects the gross value realized upon vesting of restricted stock units based on the $41.93 closing price of our common stock on January 31, 2025 (the last trading day of our common stock on the date the shares vested). |
Option Exercises and Stock Vesting
| (4) Mr. Sievers was not employed by the Company until September 9, 2024 and therefore did not have any stock awards that vested in 2025. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As provided in the CD&A, we do not have employment agreements with our NEOs, with the exception of the “at will” 2021 Employment Agreement with Mr. Dury, and we have entered into change in control agreements with each of our NEOs except for Messrs. Petrie and Sievers. Other than in connection with a change in control, our NEOs are not entitled to any payments if their employment is terminated for any reason, including for death, disability, or retirement. The following table provides information on the potential payments and benefits our NEOs would be entitled to under our compensation programs and benefits plans, including the change in control agreements, upon a hypothetical termination of employment as of December 31, 2025. For the purposes of estimating the value of accelerated vesting of equity awards, we have assumed a per share price of $34.06 based on the closing price of our common stock on December 31, 2025.
Potential Payments Upon Termination or Change in Control
| Name | Type of Payment (1) | Termination, by the Company Other than for Cause, or by the Executive for Good Reason, in Connection with Change in Control ($) (2)(3) | | Michael F. Petrie | Cash Severance Payment | - | | | Outstanding Equity Awards | 1,982,394 | | Michael J. Dunlap | Cash Severance Payment | 4,100,000 | | | Outstanding Equity Awards | 1,728,341 | | Michael R. Dury | Cash Severance Payment | 680,000 | | | Outstanding Equity Awards | 455,655 | | Martin A. Schroeter | Cash Severance Payment | 950,000 | | | Outstanding Equity Awards | 54,530 | | Sean A. Sievers | Cash Severance Payment | - | | | Outstanding Equity Awards | 77,010 |
Potential Payments Upon Termination or Change in Control
| (1) For each NEO, the cash severance payment represents a payment under their change in control agreement and the outstanding equity award represents amounts that would automatically vest under the 2017 Plan. |
Potential Payments Upon Termination or Change in Control
| (2) These are gross amounts payable and are subject to a reduction if such amounts would exceed certain thresholds under Section 280G of the Internal Revenue Code. |
Potential Payments Upon Termination or Change in Control
| (3) The amounts do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, or amounts that are fully vested under the terms of the applicable plan, such as accrued salary and vacation pay and distributions of plan balances under our 401(k) Plan and ESOP. |
Potential Payments Upon Termination or Change in Control
| Benefits |
Potential Payments Upon Termination or Change in Control
401(k) Plan. Our 401(k) Plan is designed to provide retirement benefits to all eligible full-time and part-time employees (including those of our subsidiaries). The 401(k) Plan provides employees with the opportunity to save for retirement on a tax-favored basis. NEOs, all of whom were eligible during 2025, may elect to participate in the 401(k) Plan on the same basis as all other employees. Employees may defer between 1% and 100% of their compensation to the 401(k) Plan, up to the applicable IRS limit. In 2025, for each employee we made a discretionary contribution equal to 3% of an employee’s eligible compensation under the 401(k) Plan each pay period regardless of whether such employee also contributes to the 401(k) Plan, up to the applicable IRS limit. Our contribution is in the form of cash and is invested according to the employee’s current investment allocation. Employee Stock Ownership Plan. In 2020, we established the Merchants Bancorp Employee Stock Ownership Plan (“ESOP”) in order to reward employees for their contributions towards our success and to help ensure that our employees’ interests are more aligned with our shareholders. Under the ESOP, from time to time we may make a contribution of newly issued shares of our common stock or cash to purchase shares of our common stock, which is then allocated to eligible employees. The ESOP contribution is completely funded by the Company, is in addition to all other wages, incentives, and benefits, and requires nothing from our employees other than their ongoing hard work and dedication. An employee’s allocation in the ESOP vests ratably over a five (5) year service period with credit for service prior to the ESOP’s adoption. ESOP participants are entitled to vote and receive dividends on all shares allocated to them in the ESOP, including any portion of their respective allocation that has not vested. Our NEOs are eligible to participate in the ESOP to the same extent as all other employees. For 2025, we made a contribution of newly issued shares of our common stock to the ESOP equal to 2% of all participants’ eligible wages. A participant’s eligible wages includes salary and commissions but excludes bonuses and other one-time payments (e.g., sign-on bonus, cash bonus, cash incentive, and equity incentive awards), up to a maximum of $200,000. Each NEO received an allocation within the ESOP equal to $4,000 (as of December 31, 2025). Health and Welfare Benefits. Our NEOs are eligible to participate in our standard health and welfare benefits program, which offers medical, dental, vision, life, accident, and disability coverage to all of our eligible employees. We do not provide the NEOs with any health and welfare benefits that are not generally available to our other employees. Perquisites. We pay monthly dues and assessments for country club memberships for Mr. Petrie, which he uses primarily to entertain current and prospective customers. We do not provide any other perquisites to our NEOs. To date, we have not established any supplemental executive retirement plans or deferred compensation plans other than as described above.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio In the table below is a comparison of the annual total compensation of our median compensated employee and the annual total compensation of our CEO. In determining our median compensated employee, we used a roster of employees as of the close of business on December 31, 2025 and excluded our CEO. This roster included 742 employees. We used base salary, commissions, cash bonuses, cash incentive awards, equity incentive awards, and employer contributions to our 401(k) plan and ESOP in determining total compensation. The amount of any benefit that is generally available to all employees and does not vary depending on an employee’s compensation, such as the value of health insurance benefits, was not included. This methodology is consistent with how we determined our CEO’s total compensation in the Summary Compensation Table above. Additionally, we annualized salaries for those employees who were not employed for the full year of 2025, with the exception of temporary employees. No full-time equivalent adjustments were made for part-time employees.
Chief Executive Officer Pay Ratio
| Median Employee Total Compensation | $109,081 | | CEO Total Annual Compensation | $2,534,695 | | Ratio of CEO to Median Employee Compensation | 23 to 1 |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation table total for CEO (1) | Compensation actually paid to CEO | Average summary compensation table total for non-CEO NEOs (2) | Average compensation actually paid to non-CEO NEOs | Total shareholder return | Peer group total shareholder return (3) | Net income | Return on average equity | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 (4) | $2,534,695 | $2,566,821 | $2,893,159 | $2,910,516 | $195 | $187 | $218,770,000 | 9.88% | | 2024 (5) | $2,939,929 | $3,603,163 | $3,698,051 | $3,936,291 | $294 | $147 | $320,386,000 | 16.86% | | 2023 (6) | $2,839,538 | $4,982,645 | $2,768,869 | $3,191,500 | $340 | $109 | $279,234,000 | 17.63% | | 2022 (7) | $1,908,889 | $2,317,600 | $3,038,319 | $3,227,061 | $192 | $99 | $219,721,000 | 17.21% | | 2021 (8) | $1,549,064 | $2,159,020 | $4,922,427 | $5,895,969 | $246 | $120 | $227,104,000 | 22.07% |
Pay Versus Performance Table
| (1) Our Chief Executive Officer for each of 2025, 2024, 2023, 2022, and 2021 was Mr. Petrie. |
Pay Versus Performance Table
| (2) Our Non-Chief Executive Officers for 2025 were Messrs. Dunlap, Dury, Schroeter, and Sievers. Our Non-Chief Executive Officers for 2024 were Messrs. Dunlap, Dury, Macke (our former Chief Financial Officer), Schroeter, and Sievers. Our Non-Chief Executive Officers for 2023 and 2022 were Messrs. Dunlap, Dury, Macke, and Schroeter. Our Non-Chief Executive Officers for 2021 were Messrs. Dunlap and Dury. |
Pay Versus Performance Table
| (3) The peer group used was the Nasdaq Bank Index. |
Pay Versus Performance Table
| (4) The compensation actually paid for Principal Executive Officer and our Non-Principal Executive Officers in 2025 includes portions of equity awards from 2024, 2023, and 2022 that vested that year. |
Pay Versus Performance Table
| (5) The compensation actually paid for Principal Executive Officer and our Non-Principal Executive Officers in 2024 includes portions of equity awards from 2023, 2022, and 2021 that vested that year. |
Pay Versus Performance Table
| (6) The compensation actually paid for Principal Executive Officer and our Non-Principal Executive Officers in 2023 includes portions of equity awards from 2022, 2021, and 2020 that vested that year. |
Pay Versus Performance Table
| (7) The compensation actually paid for Principal Executive Officer and our Non-Principal Executive Officers in 2022 includes portions of equity awards from 2021, 2020, and 2019 that vested that year. |
Pay Versus Performance Table
| (8) The Compensation actually paid for Principal Executive Officer and our Non-Principal Executive Officers in 2021 includes portions of equity awards from 2020, 2019, and 2018 that vested that year. |
Pay Versus Performance Table
The following table reconciles the Summary Compensation Table to the Pay Versus Performance Table above.
Pay Versus Performance Table
| Reconciliation: | CEO | | | | | Non-CEO Executive Officers (Averages) | | | | | | Year | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total Compensation | $2,534,695 | $2,939,929 | $2,839,538 | $1,908,889 | $1,549,064 | $2,893,159 | $3,698,051 | $2,768,869 | $3,038,319 | $4,922,427 | | Less: Grant Date Value of Stock Awards in Fiscal Year | $(750,006) | $(978,531) | $(954,001) | $(858,507) | $(728,014) | $(241,413) | $(299,731) | $(320,659) | $(289,006) | $(400,405) | | Add: Changes in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Year and Fiscal Year | $782,132 | $1,641,765 | $3,097,108 | $1,267,218 | $1,337,970 | $258,770 | $537,971 | $743,291 | $477,747 | $1,373,946 | | Compensation Actually Paid | $2,566,821 | $3,603,163 | $4,982,645 | $2,317,600 | $2,159,020 | $2,910,516 | $3,936,291 | $3,191,500 | $3,227,061 | $5,895,969 |
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The graphs below present the relationship during 2025, 2024, 2023, 2022, and 2021 between compensation actually paid (“CAP”) to our CEO and our other NEOs (on an average basis) and the following measures:
Pay Versus Performance: Graphical Description
| ● | our cumulative total shareholder return (“TSR”) and the peer group’s cumulative TSR; |
Pay Versus Performance: Graphical Description
| ● | our net income; and |
Pay Versus Performance: Graphical Description
| ● | our return on average equity (which is the company-selected measure). |