Not independent
Tenure on this board
7.7 yrs
3 nominees · 3 ballot items.
Election of three Class C directors; non-binding advisory vote to approve named executive officers’ compensation (say-on-pay); ratification of Crowe LLP as independent auditor for 2026.
Election of three Class C directors to serve three-year terms expiring in 2029.
Advisory (non-binding) shareholder vote to approve the compensation of Meridian’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an advisory (non-binding) vote to approve the compensation of Meridian’s named executive officers (NEOs) as disclosed in the proxy statement. Management is seeking shareholder approval to demonstrate shareholder support for its executive compensation philosophy and pay practices that include base salary, annual cash incentives, discretionary awards, and equity-based long-term incentives, designed to align executives’ interests with shareholders, link pay to performance and retain talent. The board recommends the vote FOR, citing that the compensation program compares favorably to peers, includes performance-based measures (commercial loan growth and return on average equity) and includes governance features like claw-back policy and double-trigger severance arrangements. The context includes Meridian’s strong 2025 financial performance (10.7% commercial loan growth, 12.0% ROAE) which produced substantial payouts, and Meridian’s status as a smaller reporting company with scaled disclosures. The advisory nature of the vote means the board retains decision-making authority even if shareholders vote against. The recommendation rationale emphasizes alignment, retention, and positive performance outcomes that support compensation decisions.
Ratify the Board’s appointment of Crowe LLP as Meridian’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 9.9% | 1,175,301 | $22M |
| 2 | STRATEGIC VALUE BANK PARTNERS LLC | 5.5% | 651,298 | $12M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 486,842 | $9M |
| 4 | FIRST MANHATTAN CO. LLC. | 3.7% | 437,696 | $8M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 410,231 | $8M |
| 6 | BANC FUNDS CO LLC | 3.1% | 369,333 | $7M |
| 7 | BlackRock, Inc. | 2.8% | 332,106 | $6M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 2.1% | 250,937 | $5M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.6% | 192,682 | $4M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 180,827 | $3M |
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