MERCHANTS BANCORP (MBIN)
Sector: Financials
2026 Annual Meeting Analysis
MERCHANTS BANCORP · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Kaercher is the daughter of Chairman and CEO Michael F. Petrie, which is a direct familial relationship to the top executive; per policy, a director with a familial relationship to senior management — especially the CEO — warrants a No vote, and her classification as non-independent confirms the concern.
Mr. Rogers Jr. is the son of current Vice Chairman Randall D. Rogers and is himself an employee of Merchants Capital Corp., making him non-independent and placing him in a familial proximity to senior management; per policy, a director with a familial relationship to senior management warrants a No vote.
For Analysis
Long-tenured Chairman and CEO with deep industry expertise; MBIN's 3-year return of +88.7% outperforms the peer group median by +41.8pp, well below the 65pp threshold required to trigger an against vote, and no overboarding, attendance, or independence concerns apply.
Director since May 2022 (within the 3-year TSR measurement window but joined after strong performance was already established); brings community and business leadership experience, and no policy triggers fire.
New nominee with no prior board tenure at MBIN; exempt from TSR trigger as a first-time nominee, and brings relevant real estate and investment expertise from his career at Prologis.
Director since May 2022; real estate and mortgage banking legal background is directly relevant to MBIN's business, and no TSR, attendance, or independence concerns apply.
President and COO with over a decade of board service; MBIN's strong stock outperformance versus peers clears all TSR thresholds, and his mortgage banking expertise is highly relevant.
Long-tenured director and senior executive with over 36 years of community banking experience; MBIN's TSR outperformance versus peers means the TSR trigger does not fire.
Director since May 2019 serving as Lead Independent Director; former CFO of Simon Property Group brings strong financial and real estate capital markets expertise, and no policy triggers apply.
Director since 2013 with relevant business ownership and local market knowledge; MBIN's strong peer-relative TSR performance means no TSR trigger fires and no other policy concerns are present.
Director since June 2017 with technology and financial background including prior accounting roles at EY; no TSR, attendance, or independence concerns, and her experience is relevant to the board's oversight needs.
New nominee and former KPMG partner with deep public company audit expertise; strengthens the audit committee's financial oversight capability and is exempt from TSR trigger as a first-time nominee.
MBIN's stock has delivered strong absolute and relative returns — +88.7% over three years versus the company-disclosed peer group median of +46.9%, a gap of +41.8pp well below the 65pp against-vote threshold — so the TSR trigger does not fire for any director. Two nominees are voted AGAINST on governance grounds: Julia L. Kaercher (daughter of CEO Michael Petrie, classified non-independent) and Randall D. Rogers Jr. (son of Vice Chairman Randall D. Rogers and a current employee), both triggering the familial-relationship-to-senior-management policy. The remaining ten nominees clear all policy screens and receive FOR votes.
Say on Pay
✓ FORCEO
Michael R. Dury
Total Comp
$6,647,758
Prior Support
87%%
The prior Say on Pay vote received 87% support, well above the 70% threshold that would require visible changes. The pay structure uses performance-based measures (total revenue, earnings per share, and return on equity) for both cash and equity awards, and actual payouts were reduced — Petrie, Dunlap, and Sievers received only 75% of target cash and equity incentives after the company missed most performance targets in 2025, demonstrating that the incentive plan does constrain pay when results disappoint. MBIN's 3-year stock return of +88.7% meaningfully outperforms the QABA community bank benchmark (+59.4%) by +29.3pp, confirming that above-target incentive pay in better years was aligned with genuine shareholder returns, and the company has a Dodd-Frank-compliant clawback policy in place.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$1,141,014
Non-Audit Fees
$113,480
Non-audit fees of $113,480 represent approximately 9.9% of audit fees of $1,141,014, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire per policy; and no material restatements are noted, so all screens pass.
Overall Assessment
The 2026 Merchants Bancorp annual meeting presents three standard proposals; we vote FOR ten of twelve director nominees, voting AGAINST Julia Kaercher and Randall Rogers Jr. solely due to their direct familial ties to senior management (the CEO and Vice Chairman, respectively). The auditor ratification and Say on Pay proposals both pass all policy screens and receive FOR votes, supported by low non-audit fee ratios, a constrained 2025 incentive payout reflecting below-target performance, and MBIN's strong multi-year stock outperformance versus the QABA community bank benchmark.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing