Merchants Bancorp (MBIN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, at company headquarters in Carmel, Indiana, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are distributed electronically, with voting available online, by phone, or by mail; only shareholders of record as of March 21, 2025, may vote.

• The Board consists of 11 directors, with six qualifying as independent under Nasdaq and SEC rules; all directors attended at least 75% of meetings in 2024.

• The Board has four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk, each with defined charters and responsibilities.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, a non-binding advisory vote on executive compensation (say-on-pay), and ratification of Forvis Mazars, LLP as the independent auditor for 2025.

• No shareholder nominations or proposals were received for the 2025 meeting; procedures for future proposals and nominations are detailed in the bylaws.

Board of directors and corporate governance

• The Chairman and CEO roles are combined, with an Independent Lead Director in place to ensure independent oversight.

• Board committees are composed primarily of independent directors, with regular reviews of committee charters and performance.

• Director compensation was reviewed and increased in 2024 to remain competitive, with non-executive directors receiving a $140,000 annual retainer split between cash and stock.