DEF 14A of Meridian Corp, Apr 4, 2025

DEF 14A of Meridian Corp

Filed Apr 4, 2025 · FY20240001750735-25-000017

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Bylaws of Meridian Corporation provide that its business and affairs shall be managed by a Board of not less than five (5) and no more than fifteen (15) persons. Meridian’s Board, as provided in its Bylaws, presently consists of eight (8) members divided into three (3) classes. Also provided in its Bylaws, at every annual meeting of Meridian, the shareholders will be asked to vote for each of the directors by class up for election. Each director, when elected, will hold office for a three-year term until a successor is elected and qualified. If any nominee should die, resign or become disqualified, the vacancy may be filled as determined by the remaining members of the Board in accordance with the Bylaws of Meridian. There is no cumulative voting for the election of the directors. Each share of common stock is entitled to cast only one (1) vote for each nominee. For example, if a shareholder owns ten (10) shares of common stock and nominations have been made for two director positions, he or she may cast up to ten (10) votes for each of the two positions to be elected. In considering a director nominee, the Board considers a variety of factors, namely: (i) if the candidate is recommended by executive management; (ii) the individual’s professional and personal qualifications, including business experience, education and community and charitable activities; and (iii) the individual’s familiarity with one or more of the communities in which Meridian is located or is seeking to locate. For the election of directors, the candidates receiving the highest number of “For” votes, in person or by proxy, up to the number of directors to be elected, shall be elected Unless authority to vote for the director is withheld, it is intended that the shares represented by the enclosed Proxy will be voted “FOR” the election of the nominees named below.

  2. THE ELECTION OF THE THREE NOMINEES NAMED BELOW

    THE ELECTION OF THE THREE NOMINEES NAMED BELOW Set forth below is certain information as of March 28, 2025 concerning the nominees for election as director and each other member of the Corporation’s Board of Directors. The persons nominated have consented to serve, and have served previously as Directors of Meridian Corporation. The following individuals have been nominated by the Board for election at the Annual Meeting as “Class B” directors of the Board, to serve a three-year term expiring in 2028: George C. Collier (Age 78) - Mr. Collier is the Executive Vice President and Director of Streamlight, Inc., a leading manufacturer of high-performance lighting equipment for professional firefighting, law enforcement, industrial and outdoor applications. He is the former Chief Financial Officer of Streamlight, serving in that capacity for over 30 years. The Board believes that Mr. Collier’s managerial and financial experience, as well as his connections and knowledge of the communities the Corporation serves, provide him the qualifications to serve as a Meridian Corporation director. Robert T. Holland (Age 76) - Mr. Holland is the Corporation’s Lead Independent Director. He is the Principal of the Holland Advisory Group, LLC, an executive coaching firm. Mr. Holland founded c.p. Allstar Corporation, a manufacturer of garage door and gate openers and remote radio control devices in 1997 and sold the business in 2007. Prior to starting c.p. Allstar Corporation, Mr. Holland was the Chief Financial Officer of a publicly traded diversified manufacturing company for seven years. Prior to that time, Mr. Holland was a managing partner in MacDade Abbott & Co., a regional accounting firm headquartered in Paoli, PA, for 15 years. Mr. Holland served on the West Goshen Planning Commission for 28 years and serves on the West Goshen Pension Board. He holds board positions for several not for profit and charitable organizations. Mr. Holland is a Certified Public Accountant and member of the AICPA and PICPA. Mr. Holland has served as a director of the Corporation since 2004. The Board believes that Mr. Holland’s extensive managerial experience, including his financial accounting background and experience, provides the qualifications and skills for him to serve as a Meridian Corporation director. Denise Lindsay (Age 58) – Ms. Lindsay is the Executive Vice President and Chief Financial Officer of the Corporation. Ms. Lindsay is responsible for financial reporting, investor relations, risk management, asset-liability management, treasury, forecasting and budgeting. Before joining the Corporation, Ms. Lindsay was the Vice President and Controller of DNB First from 1992 to 2004. Prior to that time, she was a Senior Accountant for KPMG, LLP. Ms. Lindsay is also a member of the Board of the Financial Managers Society – Philadelphia chapter. Ms. Lindsay is the former Chairman of the Board of Advisors for the Upper Main Line YMCA and former board member of the Association Board of the YMCA of Greater Brandywine. Ms. Lindsay has over 30 years’ experience in bank financial management, is a Certified Public Accountant, a member of the Financial Managers Society and PICPA. Ms. Lindsay has served as a director of the Corporation since 2009. The Board believes that Ms. Lindsay’s financial, business and public accounting experience, as well as her career in banking, provide the qualifications and skills for her to serve as a Meridian Corporation director.

  3. Directors Continuing in Office

    Directors Continuing in Office Christopher J. Annas (Age 69) - Mr. Annas is the founder, Chairman, President and CEO of the Corporation. Prior to starting Meridian, Mr. Annas was the President, CEO and co-founder of Community Bank of Chester County. Mr. Annas has over 45 years of banking experience in various commercial lending capacities. Prior to Community Bank of Chester County, Mr. Annas served as Regional Vice President for Summit Bank, leading the small business lending effort in the Delaware Valley. During his tenure at Summit Bank, he managed their large corporate lending effort in Pennsylvania and Southern New Jersey, as well as their media communications business nationally. Mr. Annas currently serves on the Federal Reserve Bank of Philadelphia’s Community Depository Institutions Advisory Council and on the Foundation Board of Paoli Hospital. He is a former board member of the Community Bank Council of the American Bankers Association and the Chester County Chamber of Business and Industry. Mr. Annas has served as a director of the Corporation since 2004. The Board believes that Mr. Annas’ career in banking, including his position as Chairman, President and CEO of the Corporation, gives him the qualifications to serve as a Meridian Corporation director. Edward J. Hollin (Age 71) – Mr. Hollin is a retired shareholder, member of the executive committee and chief operating officer of Riley Riper Hollin & Colagreco, a suburban Philadelphia law firm headquartered in Exton, Pennsylvania. Founded in 1984, Riley Riper Hollin & Colagreco focuses its practice on real estate, commercial transactions, litigation, labor law and estate and business planning, representing some of the largest home builders and commercial real estate developers in the country, as well as a variety of financial institutions and entrepreneurs. Mr. Hollin serves or previously served, on boards and committees of several local organizations, including Stored Energy Concept, Inc., the Delaware Valley Chapter of the Cystic Fibrosis Foundation, One Independence Place Condominium Association, the Chester County Industrial and Investment Council, and is the former solicitor for South Eastern Economic Development Company of Pennsylvania, a non-profit SBA certified development company. Mr. Hollin has served as a director of the Corporation since 2004. The Board believes that Mr. Hollin’s legal background, combined with his knowledge of the real estate industry, gives him the qualifications to serve as a Meridian Corporation director. Anthony M. Imbesi (Age 51) – Mr. Imbesi is Vice President of Patriarch Management, a private real estate investment firm which owns, manages, and develops commercial real estate. He also is a member of the Drexel Lebow School Finance Advisory Council. In addition, Mr. Imbesi is a trustee for the Patriarch Family Foundation, which supports education, health, and well-being in the Delaware Valley. Mr. Imbesi is a graduate of Villanova University and received his MBA from Drexel University. Mr. Imbesi has served as a director of the Corporation since 2005. The Board believes that Mr. Imbesi’s business experience and his knowledge of the real estate development industry, along with his years of service as a director provides him the qualifications to serve as a Meridian Corporation director. Robert M. Casciato (Age 73) – Mr. Casciato was a founding partner of Alliance Environmental Systems, Inc., a West Chester company from 1994-2019 when he acquired 100% of the shares from his partner. In 2021 he sold his shares and now acts as the President and Chief Operation Officer. Alliance Environmental provides environmental remediation, selective demolition, structural demolition and asbestos abatement in the Mid-Atlantic region to the commercial and industrial markets. Alliance was named Business of the Year in 2003 by the Chamber of Commerce of Greater West Chester. Mr. Casciato is also a partner in the RMC/SDI Real Estate Partnership, located in West Chester, specializing in brownfields redevelopment. Mr. Casciato is the past Treasurer of the French and Pickering Creeks Conservation Trust. Mr. Casciato has served as a director of the Corporation since 2004. The Board believes that Mr. Casciato’s expertise in environmental matters and the real estate industry, along with his years of service as a director of the Corporation, provide the qualifications for him to serve as a Meridian Corporation director. Christine M. Helmig (Age 55) - Ms. Helmig is a Managing Director of Maximus Partners, LLC, which provides CFO advisory services to middle market companies. She is the former Executive Advisor to the Hankin Group, a real estate development, construction, and property management company, where she served as CFO for ten years of her sixteen year tenure. Prior to the Hankin Group, Ms. Helmig was a partner in Boylston, Rothman and Helmig, LP, certified public accountants, where she specialized in business and individual taxation, and attest services for small businesses. Ms. Helmig also worked as a Senior Accountant for Elko, Fischer, McCabe and Rudman, and as a Staff Accountant for KPMG, LLP. Ms. Helmig is active in our community, having served on the advisory boards for the Church Farm School Leadership Council, and SEEDCOPA, which provides small business loans to Pennsylvania businesses. Currently, Ms. Helmig serves on the Board of Directors and Finance Committee of Peter's Place, a local non-profit that provides grief services to children and families. The Board believes that Ms. Helmig’s managerial and financial experience, as well as her connections and knowledge of the communities the Corporation serves, provide her the qualifications to serve as a Meridian Corporation director.

  4. INFORMATION CONCERNING THE BOARD

    INFORMATION CONCERNING THE BOARD

  5. Director Compensation

    Director Compensation The Corporation compensates its non-employee directors for their service on our Board. Directors who are employed by Meridian are not paid additional compensation for board or committee service. The Board establishes the compensation of the Corporation’s non-employee directors. Directors received periodic fees in 2024 based on the following schedule:

  6. Director Compensation

    | Quarterly Board Fees: | | | Retainer (all members) | $10,400 | | Lead Independent Director | 3,100 | | Committee Chair | 2,100 | | Committee members (non-chair): | 1,600 |

  7. Director Compensation

    Information relating to the compensation of the Corporation’s directors during 2024 is set forth below.

  8. Director Compensation

    | Director | Fees Earned or Paid in Cash | | Robert M. Casciato | $50,000 | | George C. Collier | 48,000 | | Christine M. Helmig | 48,500 | | Robert T. Holland | 75,200 | | Edward J. Hollin | 54,400 | | Anthony M. Imbesi | 58,400 |

  9. Director Compensation

    The Corporation's directors are eligible to receive stock options as part of the 2016 Equity Incentive Plan Options, but no stock options were granted as compensation in 2024.

  10. Pay vs. Performance

    Pay vs. Performance The Corporation believes that executive compensation should be structured in a way that aligns with long‐term shareholder value. The following table illustrates compensation actually paid for our PEO and other NEOs as a group and how that correlates with the Corporation's listed performance measures:

  11. Pay vs. Performance

    | Year | Summary Compensation Table Total For PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs (S) (2) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return ($) (2) | Net Income (In Millions $) | Return on Average Equity | | 2024 | $1,364,062 | $1,305,690 | $583,564 | $554,238 | $102 | $16.3 | 9.93% | | 2023 | 1,019,076 | 855,330 | 489,567 | 437,590 | 95 | 13.2 | 8.53% | | 2022 | 1,300,325 | 1,304,148 | 437,882 | 413,505 | 87 | 21.8 | 13.87% |

  12. Pay vs. Performance

    (1) The Corporation's Principal Executive Officer ("PEO") is Christopher J. Annas. (2) The Corporation's Non-PEO NEOs consist of Denise Lindsay and Clarence A. Martindell for 2024, consisted of Denise Lindsay and Charles D. Kochka for 2023, and consisted of Denise Lindsay, Charles D. Kochka, and Joseph Cafarchio for 2022. Below is a summary of the adjustments used to determine compensation "actually paid" for the Corporation's PEO and Non-PEO NEOs:

  13. Pay vs. Performance

    | | 2024 | | 2023 | | 2022 | | | | | Non-PEO | | Non-PEO | | Non-PEO | | | PEO ($) | NEOs ($) | PEO ($) | NEOs ($) | PEO ($) | NEOs ($) | | Summary Compensation Table Total | $1,364,062 | $583,564 | $1,019,076 | $489,567 | $1,300,325 | $437,882 | | Adjustments: | | | | | | | | Less: Grant date value of equity awards | (320,023) | (105,965) | (196,855) | (63,852) | (284,126) | (91,183) | | Year-end fair value of current year awards, unvested | 199,756 | 50,508 | 34,950 | 8,738 | 223,350 | 48,132 | | Fair value of awards granted and vested in current year | 63,910 | 25,564 | 11,700 | 2,925 | 58,145 | 16,801 | | Year-over-year change in fair value of awards granted prior to year that were unvested at year-end | 8,240 | 3,079 | (39,820) | (4,596) | 11,805 | 4,649 | | Year-over-year change in fair value of awards granted prior to year that vested during the current year | (10,255) | (2,512) | 26,279 | 4,808 | (5,351) | (2,776) | | Compensation Actually Paid | $1,305,690 | $554,238 | $855,330 | $437,590 | $1,304,148 | $413,505 |

  14. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation that the Corporation paid the named executive officers for the fiscal year ended December 31, 2024 and preceding two years, except for Mr. Martindell, who was not an NEO in 2023 and 2022.

  15. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus ($) | Equity-Based Awards (8) | All Other Compensation | Total | | Christopher J. Annas - Chairman, President and CEO | 2024 | $568,000 | $350,000(1) | $302,433 | $143,629 | $1,364,062 | | | 2023 | 537,000 | 250,000(2) | 46,800 | 185,276 | 1,019,076 | | | 2022 | 516,000 | 400,000(3) | 232,580 | 151,745 | 1,300,325 | | Denise Lindsay – Chief Financial Officer and EVP | 2024 | 322,000 | 175,000(4) | 127,820 | 58,484 | 683,304 | | | 2023 | 309,000 | 235,000(5) | 23,400 | 66,914 | 634,314 | | | 2022 | 300,000 | 250,000(6) | 95,499 | 57,738 | 703,237 | | Clarence A. Martindell - EVP, Commercial Real Estate Lending | 2024 | 280,000 | 76,000(7) | 76,692 | 51,131 | 483,823 |

  16. SUMMARY COMPENSATION TABLE

    (1)Mr. Annas earned a bonus of $500,000 in 2024, of which $450,000 was received in cash in 2025. (2)Mr. Annas earned a bonus of $350,000 in 2023, of which $300,000 was received in cash in 2024. (3)Mr. Annas earned a bonus of $600,000 in 2022, of which $200,000 was received in cash in 2023. (4)Ms. Lindsay earned a bonus of $275,000 in 2024, of which $240,000 was received in cash in 2025. (5)Ms. Lindsay earned a bonus of $175,000 in 2023, of which $140,000 was received in cash in 2024. (6)Ms. Lindsay earned a bonus of $300,000 in 2022, of which $200,000 was received in cash in 2023. (7)Mr. Martindell earned a bonus of $86,000 in 2024, of which $60,000 was received in cash in 2025. (8)We calculated these amounts using the provisions of ASC Topic 718. Amounts represent the aggregate grant date fair value of the applicable awards in the respective years noted above. See the “Stock-Based Compensation” Note to our consolidated financial statements set forth in our Annual Report on Form 10-K for the fiscal years ended December 31, 2024, for the assumptions made in calculating these amounts. The Corporation’s executive compensation program includes compensation and benefit components typical of programs among comparable banking and financial services companies in our local and regional marketplace. The following table sets forth for each of the Corporation’s named executive officers information relating to payments that the Corporation made that are reflected in the All Other Compensation column in the table above.

  17. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

  18. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (1)(#) | Option Exercise Price ($) | Option Expiration Date | | Christopher J. Annas | 10,750 | — | $7.14 | 9/15/2025 | | | 42,000 | — | $7.62 | 6/15/2026 | | | 20,000 | — | $9.50 | 7/27/2027 | | | 30,000 | — | $8.90 | 5/24/2028 | | | 30,000 | — | $8.50 | 6/3/2029 | | | 30,000 | — | $9.00 | 11/4/2030 | | | 40,000 | — | $13.18 | 2/25/2031 | | | 30,000 | 10,000(a) | $17.76 | 2/28/2032 | | | 10,000 | 10,000(b) | $10.00 | 11/01/2033 | | | 10,000 | 30,000(c) | $14.50 | 11/21/2034 | | Denise Lindsay | 10,000 | — | $9.50 | 7/27/2027 | | | 15,000 | — | $8.90 | 5/24/2028 | | | 7,880 | — | $8.50 | 6/3/2029 | | | 15,000 | — | $9.00 | 11/4/2030 | | | 18,000 | — | $13.88 | 5/21/2031 | | | 13,500 | 4,500(d) | $15.92 | 8/22/2032 | | | 5,000 | 5,000(b) | $10.00 | 11/01/2033 | | | 5,000 | 15,000(e) | $14.50 | 11/21/2034 | | Clarence A. Martindell | 4,000 | — | $9.50 | 05/08/2027 | | | 8,000 | — | $8.90 | 05/24/2028 | | | 5,000 | — | $8.50 | 06/03/2029 | | | 10,000 | — | $9.00 | 11/04/2030 | | | 12,000 | — | $13.88 | 05/21/2031 | | | 9,000 | 3,000(d) | $15.92 | 08/22/2032 | | | 3,000 | 3,000(b) | $10.00 | 11/01/2033 | | | 3,000 | 9,000(e) | $14.50 | 11/21/2034 |

  19. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (1)The stock options reported in the column titled “Number of Securities Underlying Unexercised Options Unexercisable” vest and become exercisable on: (a) 02/28/25; (b) 11/1/25; (c)11/21/25; (d) 08/22/25; and (e) 11/21/25.