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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,

WASHINGTON, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Filed by the RegistrantýFiled by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
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☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
Definitive Proxy Statement
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☐
Definitive Additional Materials
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☐
Soliciting Material Pursuant to §240.14a-12
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MERIDIAN CORPORATION

Filed by a Party other than the Registranto

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12


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(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



(1)

Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
(Name of Registrant as Specified In Its Charter)
​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
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☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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9 Old Lincoln Highway
Malvern, PA 19355

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NOTICE OF ANNUAL MEETING

To Be Held on May 23, 2019
21, 2024


​
TO THE SHAREHOLDERS OF MERIDIAN CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting (the “Annual Meeting”) of Shareholders of Meridian Corporation (the "Corporation"“Corporation”) will be held at our Corporate Headquarters, located at 9 Old Lincoln Highway, Malvern, Pennsylvania,PA, 19355 at 10:00 a.m., Thursday, EST, Tuesday, May 23, 2019,21, 2024, for the purpose of considering and acting upon the following proposals:matters:

    (1)
    to elect three (3)
1.
ELECTION OF DIRECTORS.   The election of two (2) directors as "Class B"“Class A” directors of the Board, to serve a three-year term expiring in 2022;2027:
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2.

(2)
EXECUTIVE COMPENSATION PROPOSAL.   A non-binding say-on-pay proposal to ratifyapprove the compensation of the Corporation’s named executive officers (the “NEOs”); and
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3.
RATIFICATION OF INDEPENDENT AUDITOR.   The ratification of the appointment of KPMGCrowe LLP as the Corporation'sCorporation’s independent registered public accounting firmauditor for the fiscal year ending December 31, 2019;

(3)
to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

2024.

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Only those shareholders of record at the close of business on March 29, 201927, 2024 (the "Record Date"“Record Date”) areshall be entitled to be given notice of, to attend and to vote at, the meeting and any adjournments or postponements thereof.

Annual Meeting.

Additional financial information relating to Meridianthe Corporation is contained in our audited financial statements for the fiscal year ended December 31, 20182023 and reportincluded on the Corporation’s Annual Report on Form 10-K.

BY ORDER OF THE BOARD OF DIRECTORS

Michael Curry, Corporate Secretary

BY ORDER OF THE BOARD OF DIRECTORS

Michael Curry, Corporate Secretary

Malvern, Pennsylvania
April 10, 2019

4, 2024

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to be Held on May 21, 2024
This Proxy Statement and the Corporation’s annual report to shareholders on Form 10-K for the year ended December 31, 2023 are available at www.envisionreports.com/MRBK. You are cordially invited to attend the meeting.Annual Meeting. YWhether or not you expect to attend the meeting in person, however, youou are urged to mark, sign, date, and mail your proxy card promptly so that your shares of stock may be represented and voted in accordance with your wishes and in order that the presence of a quorum may be assured at the meeting. You may also vote by telephone or electronically via the internet. Your proxy will be returned to you if you should be present atFor more detailed instructions on the meeting and should request its return invoting, refer to the manner provided for under the heading "Solicitation and Voting of Proxies"section “Information About The Annual Meeting And Voting” on the initial page of the enclosed proxy statement.


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[MISSING IMAGE: lg_meridiancorp-4c.jpg]

LOGO


PROXY STATEMENT
2019 — 2024 ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS
​Notice of Annual Meeting​​​​​​​
​
GENERAL INFORMATION
​​​​1​​
​
CORPORATE GOVERNANCE AND BOARD STRUCTURE
​​​​5​​
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Our Current Governance Best Practices
​​​​5​​
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Code of Ethics
​​​​5​​
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Board Structure
​​​​5​​
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Director Independence
​​​​5​​
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Nasdaq Board Diversity Matrix
​​​​6​​
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PROPOSAL 1 — ELECTION OF DIRECTORS
​​​​
7
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
​​​​10​​
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INFORMATION CONCERNING THE BOARD
​​​​12​​
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Meetings of the Board and Its Committees
​​​​12​​
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Director Related Party Transactions
​​​​13​​
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Delinquent Section 16(a) Reports
​​​​13​​
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Board and Committee Evaluations
​​​​13​​
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Director Education and Board Development
​​​​13​​
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Director Compensation
​​​​13​​
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Risk Oversight
​​​​14​​
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Audit Committee
​​​​18​​
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INFORMATION CONCERNING EXECUTIVE COMPENSATION
​​​​20​​
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Performance Highlights
​​​​20​​
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2023 Performance Outcomes
​​​​20​​
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2023 Key Compensation Decisions and Actions
​​​​20​​
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General Information about Compensation and Our Basic Compensation Philosophy
​​​​21​​
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The Role of Our Compensation Committee
​​​​21​​
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Compensation Components and How They Are Set
​​​​21​​
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Key Compensation Components
​​​​22​​
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SUMMARY COMPENSATION TABLE
​​​​27​​
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ALL OTHER COMPENSATION TABLE
​​​​28​​
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
​​​​29​​
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EXECUTIVE INCENTIVE, EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
​​​​30​​
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PROPOSAL 2 — NON-BINDING SAY-ON-PAY PROPOSAL TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
​​​​
31
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PROPOSAL 3 — PROPOSAL TO RATIFY THE APPOINTMENT OF CROWE LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024
​​​​
32
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OTHER MATTERS
​​​​33​​
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MISCELLANEOUS
​​​​33​​
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ADDITIONAL INFORMATION
​​​​33​​

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GENERAL INFORMATION

Date, Time and Place of the Annual Meeting
This Proxy Statement is being furnished to shareholders of Meridian Corporation (the "Corporation"“Corporation” or "Meridian"“Meridian”) in connection with the solicitation by the Board of Directors, on behalf of the Corporation, of proxies to be used at the Corporation'sCorporation’s Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) to be held at the Corporation's principal executive offices located at 9 Old Lincoln Highway, Malvern, Pennsylvania, 19355 on May 23, 201921, 2024 at 10:00 a.m., and at any adjournments thereof.


Shareholders Entitled to Vote at and Attend the Annual Meeting
To be able to vote, you must have been a shareholder on March 27, 2024, the record date on which we determined shareholders entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”). As of the close of business on the Record Date, Meridian had 11,185,515 shares of common stock issued and outstanding.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Purpose of the Annual Meeting

Meridian shareholders will be asked to consider and vote upon the following matters at the Annual Meeting: (i) the election of 2 director nominees to serve for a three-year term; (ii) a non-binding say-on-pay proposal to approve the compensation of the NEOs; (iii) the ratification of the appointment of Crowe LLP as Meridian’s independent auditor for the fiscal year ending December 31, 2024 and (iv) such other business as may be properly brought before the Annual Meeting and any adjournments thereof.
Why am I receiving theseImportant Notice Regarding the Availability of Proxy Materials
This Proxy Statement and the Corporation’s annual report to shareholders on Form 10-K for the year ended December 31, 2023 are available at www.envisionreports.com/MRBK or by following the instructions on the Corporation’s Notice and Access card. We use the “Notice and Access” method of providing proxy materials?materials to you via the Internet instead of mailing printed copies. We believe that this process provides you with a convenient and quick way to access the proxy materials, including our Proxy Statement and annual report to shareholders on Form 10-K for the year ended December 31, 2023, and to authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.
Most shareholders will not receive paper copies of the proxy materials unless they request them. Instead, the Important Notice Regarding Availability of Proxy Materials, which we refer to as the Notice and Access card, that will be mailed to our shareholders on or about April 4, 2024, provides instructions regarding how you may access and review all of the proxy materials on the Internet. The Notice and Access card also includes instructions on how to submit your proxy via the Internet or telephone. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials printed on the Notice and Access card.
Solicitation of Proxies

We provided thesea Notice and Access card regarding the availability of proxy materials because the Board of Directors of Meridian Corporation is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign, and return your proxy card. You may also vote by telephone or electronically via the internet. We mailedprovided the Notice and Access card and are making this proxy statement, the accompanying proxy card, and our Audited Consolidated Financial Statements for the fiscal year ended December 31, 2018,2023, available electronically to all shareholders of record entitled to vote at the Annual Meeting. The information contained in this proxy statement is as of April 10, 2019.March 27, 2024. These proxy materials are first being mailedfurnished to shareholders on or about April 12, 2019.

4, 2024.

Who is entitledHow to vote at the Annual Meeting?Vote

        To be able to vote, you must have been a shareholder on March 29, 2019, the record date on which we determined shareholders entitled to notice of, and to vote at, the Annual Meeting (the "Record Date"). As of the close of business on the Record Date, Meridian had 6,406,996 shares of common stock issued and outstanding.

Shareholder of Record: Shares Registered in Your Name.Name.   If, at the close of business on the Record Date, your shares were registered directly in your name, then you are a shareholder of record. As a shareholder

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of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to complete and return the accompanying proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent.Agent.   If, at the close of business on the Record Date, your shares were not issued directly in your name, but rather were held in an account at a brokerage firm, bank, or other agent, you are the beneficial owner of shares held in "street name"“street name” and these proxy materials are being forwarded to you by your broker, bank, or other agent. The broker, bank, or other agent holding your shares in that account is considered to be the shareholder of record for purposes of voting at the Annual Meeting.

        As

Voting Shares Held in Street Name
If your shares are held by a beneficial owner, you have the right to direct your broker, bank,brokerage house or other agent on howcustodian, nominee or fiduciary in “street name,” you will receive a Notice and Access card intended for their beneficial holders with instructions for providing to votesuch intermediary voting instructions for your shares. You may also request paper copies of the proxy materials and provide voting instructions by completing the enclosed voting instruction form and returning it using the addressed, postage paid envelope included with the Notice and Access card. Alternatively, if you receive paper copies, many intermediaries direct their beneficial holders to provide voting instructions via the Internet or by telephone. If your shares are held in your account. You are also invited“street name” and you would like to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unlessAnnual Meeting, you request andmust contact your broker, custodian, nominee or fiduciary to obtain a validlegal proxy issued inform from the record holder of your name fromshares and present it to the inspector of election with your broker, bank or other agent.

ballot.

What am I being asked to vote on?

        There are two matters scheduled for a vote at the Annual Meeting: (1) the electionVoting of three "Class B" members of the Board of Directors to hold office until our 2022 Annual Meeting of Shareholders;Shares and (2) the ratification of the appointment of KPMG, LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2019.

How many votes do I have?Principal Holders Thereof

Each holder of common stock is entitled to one (1) vote per share held. 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 10 shares of common stock and nominations have been made for threetwo director positions, he or she may cast up to 10 votes for each of the positions to be elected. As of the Record Date, a total of 6,406,99611,185,515 votes may be cast at the Annual Meeting.

What is a quorum?

For a proposal to be considered at the Annual Meeting, a quorum must be present. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter will constitute a quorum for purposes of considering such matter. The shareholders present in person or by proxy, at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Abstentions and "broker non-votes" (that“broker non-votes” ​(that is, shares held by a broker or nominee that are represented at the meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal and does not have discretionary voting power) will be counted for the purpose of determining whether a quorum is present.

Your shares will be counted toward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other agent) or if you vote in person at the meeting. If there is no quorum, the chairperson of the meeting, or a majority of the votes present at the meeting, may adjourn the meeting to another date. If a meeting to elect directors is adjourned twice, those who attend the second adjourned meeting will be a quorum for the purpose of electing directors, even though they are less than a normal quorum.

At any adjourned meeting at which a quorum is present in person or by proxy, any business may be transacted which might have been transacted at the original meeting if a quorum had been present.


What vote is required?2

        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.

        For the proposal to ratify the appointment of KPMG, LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2019, "For" votes must be received by a majority of the votes cast in person or by proxy.

How do I vote?

        For the election of directors, you may either vote "For" each of the three nominees or you may "Withhold" your vote for any nominee you specify. For any other matter to be voted on, you may vote "For" or "Against" or abstain from voting.

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The procedures for voting are as follows.


        Shareholder of Record: Shares Registered in Your Name.    If you are a shareholder of record, you may vote in personproposals being considered at the Annual Meeting. Alternatively, you mayMeeting are as follows:

Proposal​​Vote Requirement​​
Effect of
Abstention
​​
Effect of Broker
Non-Vote
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1​​Election of Directors​​Highest number of votes cast​​No effect​​No effect​
2​​Advisory Vote on Executive Compensation​​Affirmative vote of a majority of the votes cast​​No effect​​No effect​
3​​Ratification of the appointment of Crowe, LLP as Meridian’s independent auditor​​Affirmative vote of a majority of the votes cast​​No effect​​No effect​
Recommendation of the Board
The Board recommends that Meridian shareholders vote by proxy by usingas follows:
Proposal​​Vote Recommendation​
1​​Election of Directors​​FOR the election of each of the 2 director nominees​
2​​Advisory Vote on Executive Compensation​​FOR the approval of the non-binding say-on-pay proposal to approve the compensation of the NEOs​
3​​Ratification of the appointment of Crowe, LLP as Meridian’s independent auditor​​FOR the ratification of the appointment of Crowe, LLP as Meridian’s independent auditor​
How the accompanying proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person if you have already voted by proxy. To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

        To vote by proxy, simply complete, sign, and date the accompanying proxy card. Return it promptly in the envelope provided. You may also vote by telephone or electronically via the internet. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

        Beneficial Owner: Shares Registered in the Name of Broker, Bank, or Other Agent.    If your shares are held in "street name," that is, your shares are held in the name of a brokerage firm, bank, or other nominee, in lieu of a proxy card you should receive a voting instruction form from that institution by mail. Simply complete and mail the voting instruction card to ensure that your vote is counted.

        If you are a registered holder, you may also vote your shares in person at the Annual Meeting. If your shares are held in street name and you wish to vote in person at the meeting, you must obtain a proxy issued in your name from the record holder (for example, your broker) and bring it with you. We recommend that you vote your shares in advance as described above so that your votevotes will be counted if you later decide not to attend the Annual Meeting.

What if I return a proxy card but do not make specific choices?

        If you are a registered shareholder and return a signed and dated proxy card without marking any voting selections, your shares will be voted "For" the election of the nominees for director in "Class B" and in favor of the all items being approved or ratified. If any other matter is properly presented at the meeting, then one of the individuals named on your proxy card as your proxy will vote your shares using his or her best judgment.

What if I receive more than one proxy card or voting instruction form?

        If you receive more than one proxy card or voting instruction form because your shares are held in multiple accounts or registered in different names or addresses, please be sure to complete, sign, date, and return each proxy card or voting instruction form to ensure that all of your shares will be voted. Only proxy cards and voting instruction forms that have been signed, dated, and timely returned will be counted in the quorum and voted.

Who will count the votes and how will my vote(s) be counted?

Votes will be counted by the judge of elections appointed for the Annual Meeting. The judge of elections will separately count "For"“For” and "Withhold"“Withhold” for the election of each director. The judge of election will also count "For"“For” and "Against"“Against” votes for any proposals other than the election of directors. The judge of elections will also count any abstentions and broker non-votes on each matter. Abstentions and broker non-votes will have no effect on the outcome of the election of a director or any other proposal.

If your shares are held in an account at a bank, brokerage firm, broker-dealer or other similar organization, then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials from that organization holding your account, including instructions on how to instruct your broker, bank, or other agent to vote your shares, and, as a beneficial owner, you have the right to instruct your broker, bank, trustee, or nominee how to vote the shares held in your account. If no voting instructions are given, your broker or nominee has discretionary authority to vote your shares on your behalf on routine matters as determined in accordance with the Nasdaq Capital


Market.NYSE Rule 452 by The New York Stock Exchange. A "broker non-vote"“broker non-vote” results on a matter when your broker or nominee returns a proxy but does not vote on a particular proposal because it does not have discretionary authority to vote on that proposal and has not received voting instructions from you. We believe that your broker or nominee maydoes not have discretionary voting power with respect to ProposalProposals No. 1 through 3, to be considered at this meeting. You may not vote shares held in street name at the Annual Meeting unless you obtain a legal proxy from that organizationthe broker holding your account.

Can I change my vote after I have voted?

        Yes.

You can revoke your proxy at any time before the applicable vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

1.

You may submit another properly completed proxy with a later date.
​
2.

2.
You may send a written notice that you are revoking your proxy to our Corporate Secretary at 9 Old Lincoln Highway, Malvern, Pennsylvania 19355.
​
3.

3.
You may attend the Annual Meeting and vote in person (however, simply attending the meeting will not, by itself, revoke your proxy).

If your shares are held by your broker, bank, or other agent, you should follow

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Preliminary voting results will be announced at the instructions provided by them.

HowAnnual Meeting. The final voting results will be reported on Form 8-K to the Securities and when may I submit a shareholder proposal forExchange Commission within four business days of the 2020 Annual Meeting of Shareholders?Meeting.

Shareholder Proposals

If you wish to present a proposal for consideration at our 20202025 Annual Meeting of Shareholders and you want it to be included in our proxy statement and form of proxy card for that meeting in accordance with the rules of the Securities and Exchange Commission, you must send written notice of your proposal to our Corporate Secretary so that we receive it no later than December 30, 2019.9, 2024. If you want to present a proposal at the Annual Meeting but do not want it in our proxy materials, the proposal may be brought before the Annual Meeting so long as we receive notice of the proposal 5 days prior to the meeting, as specified by our Bylaws, addressed to the Corporate Secretary at our principal executive offices, not later than the above date.

Whether or not you want us to include a proposal in our proxy statement, you must give written notice of the proposal to our Corporate Secretary no later than 5 days before the scheduled date of our 20202025 Annual Meeting.

To be eligible for consideration at the meeting, your notice of the proposal must state in writing:

(i)

a brief description of the proposal, you are presenting it and why it should be adopted;
​
(ii)

(ii)
your name and address as they appear on our shareholder records;
​
(iii)

(iii)
the class and number of our shares you own, in your name or beneficially in another name and;
​
(iv)

(iv)
any material interest you have in connection with the proposal or its adoption.

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The chairperson of the meeting may determine whether a proposal was made in accordance with this required procedure. If the chairperson decides that the proposal was not made properly, the chairperson will state that at the meeting and the defective proposal will be disregarded and laid over for action at the next shareholder meeting that is held at least 30 days after the meeting where the proposal was rejected for this reason.

If a shareholder proposal is presented at the 20202025 Annual Meeting, our management proxy holders will be authorized by our proxy form to vote for or against the proposal, in their discretion, if we do not receive notice of the proposal, addressed to the Secretary at our principal executive offices, prior to


the close of business on March 6, 2020.February 22, 2025. Pursuant to SEC Rule 14a-4(c)(2), if we receive timely notice of a proposal, our management proxies may still exercise discretion to vote on a matter if permitted by that rule and if we include in our proxy statement for the meeting a description of the matter and how the management proxies intend to exercise their discretion to vote.

How may I communicate withContacting the Board of Directors?Directors

Please send any shareholder proposals or notices of proposals, any nominations for director, and any shareholder communications from any interested parties in writing, addressed to our Board of Directors, to our Corporate Secretary at 9 Old Lincoln Highway, Malvern, Pennsylvania, 19355. The Corporate Secretary will relay shareholder communications to Board members.


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CORPORATE GOVERNANCE AND BOARD STRUCTURE
Our Board of Directors believes that the costpurpose of soliciting proxies?

corporate governance is to promote maximizing shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices which the Board and senior management believe promote this purpose, are sound and represent best practices. We will bearcontinually review these governance practices, Pennsylvania law (the state in which we are incorporated), the entire costrules and listing standards of the solicitationNasdaq Stock Market and SEC regulations, as well as best practices suggested by recognized governance authorities.

Our Current Governance Best Practices
Meridian’s current governance best practices include:
•
A majority of proxiesMeridian’s directors are independent
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•
Board-designated lead independent director (the “Lead Director”)
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•
Executive sessions chaired by the Lead Director
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•
Key committees composed entirely of independent directors
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•
Board self-evaluations
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•
Anti-hedging and pledging prohibitions
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•
Claw-back policy
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Code of Ethics
Meridian’s Code of Ethics (the “Code of Ethics”) governs the conduct of its directors, officers, employees, contractors, consultants, agents and any other persons who represent Meridian Corporation in the course of business. It is intended to promote honest and ethical conduct, full, fair and accurate reporting and compliance with laws, among other matters. A current copy of the Code of Ethics can be found at https://investor.meridianbanker.com/corporate-profile/governance-documents/.
Board Structure
The structure of the Corporation’s Board leadership consists of a non-independent Chairman and Chief Executive Officer, Christopher Annas, the Board’s Lead Independent Director, Robert T. Holland, and a majority of independent non-employee directors. The Corporation has an active committee structure in which members of the Board of Directors attend and actively participate in the following committees: Audit Committee, Compensation Committee, Governance and Nominating Committee, Loan Committee and Risk Management Committee. The active participation in these committees in addition to the monthly Board of Directors’ meetings provides the independent members of the Board the necessary insight into the daily operations of the Corporation. The Board believes that this Board leadership structure most effectively represents the best interests of the Corporation and its shareholders.
Meridian’s Board should be sufficient in size to achieve diversity in business experience, community service and other qualifications among non-employee directors while still facilitating substantive discussions in which each director can participate meaningfully. Meridian’s Governance and Nominating Committee (“GNC”) Committee is responsible for recommending director nominees to the Board. The GNC Committee also considers nominees for director that are recommended by various persons or entities, including, but not limited to, non-management directors, Meridian’s Chief Executive Officer, other senior officers and third parties. Information on the experience, qualifications, attributes and skills of Meridian’s director nominees is described under “Director Nominees” below.
Director Independence
The Corporation’s Lead Independent Director is appointed for a term of two years and, in consultation with the other independent directors, is responsible for:

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•
Meeting periodically with the managing directors;
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•
Providing managing directors with input regarding the agendas and content for the Annual Board meetings;
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•
Meeting includingwith regulators as appropriate:
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•
Chairing all Board meetings at which the preparation, assembly, printing,Chairman is not present;
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•
Scheduling director education content as required by regulators and distribution of this proxy statement,appropriate for the proxy card and any additional solicitation materials furnished to shareholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation materials to the beneficial owners. We may reimburse such persons for their reasonable expenses in forwarding solicitation materials to beneficial owners. The original solicitation of proxies may be supplemented by solicitation by personal contact, telephone, facsimile, email, or any other means by our directors, officers, or employees. No additional compensation will be paid to those individuals for any such services.

How can I find out the resultsbusiness of the voting atCorporation;

​
•
Overseeing the Annual Meeting?director evaluation process; and
​
•

        Preliminary voting results will be announced at

Performing such other duties that the Annual Meeting. The final voting results will be reported on Form 8-KBoard may from time to time.
​
Currently, our Board of Directors has eight members. Under the rules for independence adopted by the Securities and Exchange Commission within four business days(SEC) and Nasdaq Stock Market (Nasdaq), Robert M. Casciato, George C. Collier, Christine M. Helmig, Robert T. Holland, Edward J. Hollin, and Anthony M. Imbesi meet the standards for independence. These directors represent more than a majority of the Annual Meeting.

What is the recommendation of the Board of Directors?

        If you are the record holder of your shares and return your proxy card, unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors.

        Theour Board. Our Board of Directors recommends a vote "FOR" Proposal No. 1, to elect George C. Collier, Robert T. Holland,determined that the following directors were not independent within the meaning of the rules and listing standards of the Nasdaq Stock Market: Christopher J. Annas, Chairman, President and Chief Executive Officer of the Corporation, and Denise Lindsay, Executive Vice President and Chief Financial Officer of the Corporation.

Our Board of Directors has determined that a lending relationship resulting from a loan made by the Corporation to a director would not affect the determination of independence if the loan complies with Regulation O under the federal banking laws. Our Board of Directors also determined that maintaining with the Corporation a deposit, savings or similar account by a director or any of the director’s affiliates would not affect the determination of independence if the account is maintained on the same terms and conditions as "Class B"those available to similarly situated customers. Additional categories or types of transactions or relationships considered by our Board of Directors regarding director independence include, but are not limited to, vendor or contractual relationships with directors to serve until the 2022 Annual Meeting of shareholders or until their successors are duly elected and qualified; and "FOR" Proposal No. 2, to ratify the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2019. With respect to any other matter that properly comes before the meeting, the proxy holders will vote in accordance with their best judgment.

affiliates.


Nasdaq Board Diversity MatrixSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        As of April 10, 2019, Meridian had 6,406,996 shares of common stock issued and outstanding.

The following is information with respect to the beneficial ownership of Meridian common stock as of April 10, 2019matrix, required by each person or entity known by us to be beneficial owner of more than 5% of outstanding common stock, each of the executive officers of Meridian, each director, and all directors and executives officers as a group. The information on beneficial ownership in the table and the footnotes hereto is based uponNASDAQ listing rules, provides our records and information supplied to us by such person or entity. Except as otherwise indicated, each person has sole voting and investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. Except as


otherwise indicated, the address for each shareholder listed below is c/o Meridian Corporation, 9 Old Lincoln Highway, Malvern, Pennsylvania 19335.

Name of Beneficial Owner
 Amount and Nature
of Beneficial
Ownership(1)(2)(3)		 Percentage of
Class		 

Christopher J. Annas

  255,592  3.99%

Joseph L. Cafarchio

  13,559  0.21%

Robert M. Casciato

  72,016  1.12%

George C. Collier

  9,157  0.14%

Robert T. Holland

  26,213  0.41%

Edward J. Hollin

  22,300  0.35%

Anthony Imbesi(4)

  183,194  2.86%

Charles D. Kochka

  10,366  0.16%

Denise Lindsay

  37,856  0.59%

Randy J. McGarry

  2,000  0.03%

Kenneth H. Slack

  31,734  0.50%

Current Directors, Nominees & Executive Officer as a Group (11 persons)

  663,987  10.36%

Principal Shareholders (not otherwise named above)

       

Basswood Capital Management, LLC(5)

  612,310* 9.56%

The Banc Funds Company, LLC(6)

  451,516* 7.05%

EJF Capital LLC(7)

  363,905* 5.68%

Ategra Capital Management(8)

  324,594* 5.07%
(1)
Includes shares which may be held in IRAs for which the named individual has the power to vote the shares. Beneficial ownership does not include the unvested portion of stock awards due to lack of voting and disposition power, unless such award will vest within sixty days of April 10, 2019.

(2)
Shares noted with * represent beneficial ownershipboard diversity composition as of December 31, 2018.

(3)
Includes options, currently exercisable2023. As a smaller reporting company, we are required to have at least two members of our board of directors who are Diverse; including at least one Diverse director who self-identifies as female and a second Diverse director who may include an individual who self-identifies as a female, or exercisable within sixty days of April 10, 2019, to purchase the following shares of common stock: 53,375 shares for Mr. Annas, 8,760 shares for Mr. Cafarchio, 3,937 shares for Mr. Casciato, 3,937 shares for Mr. Collier, 3,937 shares for Mr. Holland, 1,312 shares for Mr. Hollin, 3,937 shares for Mr. Imbesi, 17,998 shares for Ms. Lindsay, 6,056 shares for Mr. Kochka, 1,000 shares for Mr. McGarry, and 3,937 shares for Mr. Slack.

(4)
Mr. Imbesi's beneficial ownership includes interests owned by Patriarch Investments LP, for which he owns 24.9975% and is the trustee.

(5)
The address of Basswood Capital Management LLC is 645 Madison Avenue, New York, New York, 10022.

(6)
The address of the Banc Funds Company LLC is 20 North Wacker Drive, Chicago, Illinois, 60606.

(7)
The address of EJF Capital LLC is 2107 Wilson Boulevard, Suite 410, Arlington, Virginia 22201.

(8)
The address of Ategra Capital Management is 8229 Boone Blvd, Suite 305, Vienna, Virginia 22182.
LGBTQ+, or an Underrepresented Minority.
Board Diversity Matrix as of March 27, 2024​
Total Number of Directors​
​​
8​
​
​​​Female​​Male​
Directors​​​​2​​​​​6​​
Number of Directors who identify in Any of the Categories Below:​​​
African American or Black​​​​—​​​​​—​​
Alaskan Native or Native American​​​​—​​​​​—​​
Asian​​​​—​​​​​—​​
Hispanic or Latinx​​​​—​​​​​—​​
Native Hawaiian or Pacific Islander​​​​—​​​​​—​​
White​​​​2​​​​​5​​
Two or More Races or Ethnicities​​​​—​​​​​—​​
LGBTQ+​​​​—​​​​​—​​
Did not Disclose Demographic Background​​1​

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PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1

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'sMeridian’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 yearthree-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 threetwo director positions, he or she may cast up to ten (10) votes for each of the threetwo positions to be elected.

        The

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; (iii) the individual’s familiarity with one or more of the communities in which Meridian is located or is seeking to locate and (iv) the diversity the individual may provide to the Board and its committees.
For the election of each director requiresdirectors, the affirmative votecandidates receiving the highest number of the holders of a majority of the shares present“For” votes, in person or by proxy, atup to the Annual Meeting.

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"“FOR” the election of the nominees named below.


Vote Required
[MISSING IMAGE: ic_tickmark-bw.jpg] THE BOARD OF DIRECTORS RECOMMENDS A VOTE "“FOR"”
THE
ELECTION OF THE THREETWO NOMINEES NAMED BELOW

Set forth below is certain information as of March 29, 201927, 2024 concerning the nominees for election as director and each other member of the Corporation'sCorporation’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"“Class A” directors of the Board, to serve a three-year term expiring in 2022:

2027:

Robert M. Casciato (Age 72) — 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 54) — Ms. Helmig is the 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 current sixteen year tenure. Previously, 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

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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. Ms. Helmig formerly served as a “Big Sister” for Big Brothers Big Sisters of America and is also a patient companion for Willow Tree Hospice Care. 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.
Directors Continuing in Office
Christopher J. Annas (Age 68) — 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.
George C. Collier (Age 72)77) —Mr. Collier is the Executive Vice President, Chief Financial Officer and Director of Streamlight, Inc., a leading manufacturer of high-performance lighting equipment for professional firefighting, law enforcement, industrial and outdoor applications. Mr. Collier is active in the National Fallen Firefighters and Concerns of Police Survivors (COPS) organizations, which are national support groups for survivors of firefighters and policemen who have died on the job. Mr. Collier has served as a director of the Corporation since 2004. The Board believes that Mr. Collier'sCollier’s managerial and financial experience, as well as his connections and knowledge of the communities the Corporation serves, provide him the qualifications and skills to serve as a Meridian Corporation director.

Robert T. Holland (Age 70)75) —Mr. Holland is the Corporation'sCorporation’s Lead Independent Director. He is the Principal of the Holland Advisory Group, LLC, a management consulting firm, and is a Group Chair with Vistage International, a CEO mentoring andan executive coaching organization.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'sHolland’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 52)—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 serves as Chairman of the Board of Advisors for the Upper Main Line YMCA and in that capacity also serves on the Board of the YMCA of Greater Brandywine. Ms. Lindsay is a former member of the Advisory Board of the Federal Home Loan Bank—Philadelphia region. Ms. Lindsay has over 25 years' experience in bank financial management, is a Certified Public Accountant, a member of the Financial Managers Society and PICPA as well as a member of the Women in Banking Committee of the Pennsylvania Bankers Association. 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, provides the qualifications and skills for her to serve as a Meridian Corporation director.

    Directors Continuing in Office

        Christopher J. Annas (Age 63)—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 Stonebridge Bank, West Chester, PA. Mr. Annas has over 30 years of banking experience in various commercial lending capacities. Prior to Stonebridge, 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 Foundation Board of Paoli Hospital and on the Community Bank Council of the American Bankers Association. He is a former board member of the Chester County Chamber of Business and Industry and former board member of the Peoples Light and Theatre. 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 and skills to serve as a Meridian Corporation director.

        Robert M. Casciato (Age 67)—Mr. Casciato is a founding partner of Alliance Environmental Systems, Inc., a West Chester company that was established in 1994. Alliance Environmental provides environmental remediation, selective demolition, structural demolition and asbestos abatement in the Mid-Atlantic region. 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 in Chester County. 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, provides the qualifications and skills for him to serve as a Meridian Corporation director.

Edward J. Hollin (Age 65)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 homebuildershome 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 and a member of the executive committee of South Eastern Economic


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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'sHollin’s legal background, combined with his knowledge of the real estate industry, gives him the qualifications and skills to serve as a Meridian Corporation director.

Anthony M. Imbesi (Age 45)50) —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'sImbesi’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 and skills to serve as a Meridian Corporation director.

        Kenneth H. Slack

Denise Lindsay (Age 76)57) —Mr. Slack Ms. Lindsay is a recently retired partnerthe Executive Vice President and Chief Financial Officer of Stephano Slack LLC, a public accounting firm that provides both local and international clients withthe Corporation. Ms. Lindsay is responsible for financial reporting, taxinvestor relations, risk management, asset-liability management, treasury, forecasting and business advisory services. Mr. Slack has been in public accounting inbudgeting. Before joining the West Chester area for more than 30 years.Corporation, Ms. Lindsay was the Vice President and Controller of DNB First from 1992 to 2004. Prior to that he worked many years in the manufacturing and distribution industries as a senior financial executive in Pennsylvania and Florida. Mr. Slack currently serves on several local boards including the Chester County Hospital and The Foundation Board of the Chester County Chamber of Business & Industry, and previously on the Delaware County Attorney—CPA Forum, Camp Cadet of Chester County, and the United Way of Chester County, where hetime, she was a past Treasurer. HeSenior Accountant for KPMG, LLP. Ms. Lindsay is also a member of the AICPA, PICPABoard 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 FICPA. Mr. Slackformer board member of the Association Board of the YMCA of Greater Brandywine. Ms. Lindsay has 35 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 2004.2009. The Board believes that Mr. Slack's expertiseMs. Lindsay’s financial, business and public accounting experience, as well as her career in financial matters and industry knowledge, along with his years of service as a director of the Corporation,banking, provides the qualifications and skills for himher to serve as a Meridian Corporation director.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTEXECUTIVE OFFICERS

As of March 27, 2024, Meridian had 11,185,515 shares of common stock issued and outstanding. The following list sets forthis information with respect to the namesbeneficial ownership of Meridian common stock as of March 27, 2024 by each person or entity known by us to be beneficial owner of more than 5% of outstanding common stock, each of the non-director executive officers of Meridian, each director, and all directors and executive officers as a group. The information on beneficial ownership in the table and the footnotes hereto is based upon our records and information supplied to us by such person or entity. Except as otherwise indicated, each person has sole voting and investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. Except as otherwise indicated, the address for each shareholder listed below is c/o Meridian Corporation, 9 Old Lincoln Highway, Malvern, Pennsylvania 19355.
Name of Beneficial Owner​​
Amount and Nature of
Beneficial Ownership(1)(2)
​​
Percentage of
Class(9)
​
Christopher J. Annas​​​​594,128​​​​​5.20%​​
Robert M. Casciato​​​​214,496​​​​​1.92%​​
George C. Collier​​​​67,536​​​​​0.60%​​
Christine M. Helmig​​​​3,266​​​​​0.03%​​
Robert T. Holland​​​​86,953​​​​​0.78%​​
Edward J. Hollin​​​​50,726​​​​​0.45%​​
Anthony M. Imbesi(3)
​​​​385,134​​​​​3.44%​​
Charles D. Kochka​​​​60,450​​​​​0.54%​​
Denise Lindsay​​​​157,380​​​​​1.40%​​
Current Directors, Nominees & Executive Officer as a Group (11 persons)​​​​1,620,069​​​​​14.03%​​
Meridian Bank Employee Stock Ownership Plan(4)
​​​​610,735​​​​​5.46%​​
Principal Shareholders (not otherwise named above)​​​​​​​​​​​​​
Fourthstone, LLC(5)
​​​​1,035,631​​​​​9.26%​​
Ategra Capital Management, LLC(6)
​​​​992,956​​​​​8.88%​​
The Banc Funds Company, LLC(7)
​​​​782,678*​​​​​7.00%​​
Strategic Value Bank Partners, LLC(8)
​​​​651,298*​​​​​5.82%​​
​
(1)
Beneficial ownership does not include the unvested portion of stock awards due to lack of voting and other significant employeesdisposition power, unless such award will vest within sixty days of March 27, 2024. Fractional shares beneficially owned have been rounded down to the number of whole shares beneficially owned.
​
(2)
Shares noted with * represent beneficial ownership as of December 31, 2023.
​
(3)
Mr. Imbesi’s beneficial ownership includes interests owned by Patriarch Investments LP, for which he owns 24.9975% and is the trustee.
​
(4)
Mr. Annas acts as trustee of the Corporation, their respective ages, positionsMeridian Bank Employee Stock Ownership Plan. As of March 27, 2024, 450,799 shares held recent business experiencein the plan trust were allocated to individual accounts established for participating employees and 159,936 shares were held, unallocated, for allocation in future years. In general, the allocated shares held in the plan as of March 27, 2024, will be voted by the plan trustees in accordance with the Corporation, and the period they have served in their respective capacities.

        Joseph L. Cafarchio (Age 62)—Mr. Cafarchio is the Executive Vice President and Chief Credit Officerinstructions of the Corporation,participants. Any unallocated shares and unvoted allocated shares are voted by the plan trustee. The amount of our common stock beneficially owned by officers who serve as plan trustees and by all directors and executive officers as a position he hasgroup, does not include the shares held since January 2017. Mr. Cafarchioby the plan trust other than shares specifically allocated to the individual officer’s account.

​
(5)
The address of Fourthstone, LLC is responsible for all aspects575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141, per Schedule 13G filed February 14, 2024.
​
(6)
The address of credit underwriting and administration. Prior to joining the Corporation, he spent four years at the Federal ReserveAtegra Capital Management, LLC is 8229 Boone Blvd, Suite 305, Vienna, Virginia 22182, per Schedule 13G/A filed February 13, 2024.
​

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(7)
The address of The Banc Funds Company, LLC is 150 S. Wacker Drive, Suite 2725 Chicago, Illinois, 60606, per Schedule 13G/A filed February 12, 2024.
​
(8)
The address of Strategic Value Bank Partners, LLC is 127 Public Square, Cleveland, OH, 44114, per Schedule 13G/A filed February 14, 2024.
​
(9)
Class includes 359,830 shares of Philadelphia and has 35 years' experience in commercial lending in the Philadelphia area. He graduatedcum laude from the Universitycommon stock options that are vested or will vest within 60 days of Pennsylvania in 1983 with a Bachelor of Business Administration. He is a former board memberMarch 27, 2024.
​

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INFORMATION CONCERNING THE BOARD
Meetings of the West Chester Area YMCABoard and was Charter PresidentIts Committees
During 2023, the full Board met 13 times. All current directors attended at least 80% of the Exton Exchange Club. Mr. Cafarchio also plays the saxophone in several local bands which volunteer for various charities and music fundraisers.

        Charles D. Kochka (Age 62)—Mr. Kochka is the Executive Vice President and Chief Lending Officeraggregate of the Corporation. Mr. Kochka is responsible for all commercial and consumer lending in the Corporation. Mr. Kochka started at Meridian Corporation in 2010 and has more than 38 years' experience in commercial lending in the Delaware Valley. He graduated from Bucknell University in 1978 with a Bachelortotal number of Arts degree in Economics. He currently volunteers for Seedcopa, where he sits on the Executive Committee and Loan Review Committee, and for the United Way of Chester County, where he is a Director and past Board Chair. He has also the former Board Chairmeetings of the West Chester YMCA.


        Randy J. McGarry (Age 51)—Mr. McGarry is the Chief Information Officer of the Corporation, responsible for executing technology and operational solutions aligned with corporate strategy. Prior to joining Meridian, Mr. McGarry was Managing Director at Automated Financial Systems in Exton, PA. Mr. McGarry has over 25 years of banking experience with expertise in IT strategy, technology architecture, network infrastructure, core system conversions and merger & acquisitions. Prior to Automated Financial Systems, Mr. McGarry served as an executive for Fox Chase Bank and Harleysville National Corporation and spent numerous years as the Chief Information Officer and Chief Operations Officer at Republic First Bancorp where he began his career in banking. Throughout his career, Mr. McGarry has led technology & operation teams to increase efficiencies, maximize resources and improve the customer experience. Mr. McGarry holds a Wharton Leadership Certificate from the ABA Stonier Graduate School of Banking, an MBA in Management Information Systems from Drexel University and a BS in Finance from Pennsylvania State University. Mr. McGarry is a member of the Greater Philadelphia Senior Executive Group and the Society for Information Management.


CORPORATE GOVERNANCE

        Our Board of Directors believes that(held for the purpose of corporate governance is to promote maximizing shareholder value inperiod for which he or she has served as a manner consistent with legal requirementsdirector) and the highest standardstotal number of integrity. The Board has adopted and adheres to corporate governance practices which the Board and senior management believe promote this purpose, are sound and represent best practices. We continually review these governance practices, Pennsylvania law (the state in which we are incorporated), the rules and listing standards of the Nasdaq Stock Market and SEC regulations, as well as best practices suggestedmeetings held by recognized governance authorities.

        The structure of the Corporation's Board leadership consists of a non-independent Chairman and Chief Executive Officer, Christopher Annas, the Board's Lead Independent Director, Robert T. Holland, and a majority of independent non-employee directors. The independent directorsall committees of the Board meet separately in Executive Session after each regularly scheduled Board of Directors meeting without management present. Additionally,on which he or she served (during the periods that he or she served).

The Corporation has an active committee structure in whichno specific policy requiring directors to attend the Annual Meeting; however, director attendance is strongly encouraged. It is anticipated that all current members of the Board of Directors will attend and actively participate in the following committees: 2024 Annual Meeting.
Loan Committee Audit Committee, Compensation Committee, and Risk Management Committee. The active participation in these committees in addition to the monthly Board of Directors' meetings provides the independent members of the Board the necessary insight into the daily operations of the Corporation. The Board believes that this Board leadership structure most effectively represents the best interests of the Corporation and its shareholders.


DIRECTOR INDEPENDENCE

        The Corporation's Lead Independent Director is appointed for a term of two years and, in consultation with the other independent directors, is responsible for:

    •
    providing the Chairman with input regarding the agendas and materials for the Board meetings;

    •
    meeting with the Chairman and independent directors as appropriate;

    •
    chairing all Board meetings at which the Chairman is not present, including executive sessions of the independent directors;

    •
    calling meetings of the independent directors as appropriate;

    •
    serving as an unofficial member of all Board committees of which he is not a member; and

    •
    performing such other duties that the Board may from time to time delegate.

        Currently, our Board of Directors has 8 members. Under the rules adopted by the Securities and Exchange Commission (SEC) and Nasdaq Stock Market for independence, Robert M. Casciato, George C. Collier, Robert T. Holland, Edward J. Hollin, Anthony M. Imbesi and Kenneth H. Slack meet the standards for independence. These directors represent more than a majority of our Board of Directors.

        Our Board of Directors determined that the following directors were not independent within the meaning of the rules and listing standards of the Nasdaq Stock Market: Christopher J. Annas, Chairman, President and Chief Executive Officer of the Corporation, and Denise Lindsay, Executive Vice President and Chief Financial Officer of the Corporation.

        Our Board of Directors has determined that a lending relationship resulting from a loan made by the Corporation to a director would not affect the determination of independence if the loan complies with Regulation O under the federal banking laws. Our Board of Directors also determined that maintaining with the Corporation a deposit, savings or similar account by a director or any of the director's affiliates would not affect the determination of independence if the account is maintained on the same terms and conditions as those available to similarly situated customers. Additional categories or types of transactions or relationships considered by our Board of Directors regarding director independence include, but are not limited to, vendor or contractual relationships with directors or their affiliates.


MEETINGS OF THE BOARD AND ITS COMMITTEES

        Loan Committee..   The members of the Loan Committee are: Christopher Annas, Joseph Cafarchio, Robert Casciato, Robert Holland, and Edward Hollin, and Kenneth Slack.Hollin. Mr. Casciato is Chair of the committee. During 2018,2023, the committee met twelve times.

Risk Management Committee.   The Risk Management Committee is comprised of Christopher Annas and Denise Lindsay, and Joseph Cafarchio, as well as all of the independent directors. Ms. Lindsay is Chair of the committee. During 2018,2023, the committee met four times. The Risk Management Committee is responsible for overseeing our enterprise-risk management policies, commensurate with our capital structure, risk profile, complexity, size and other risk-related factors.

Compensation Committee.   The members of the Compensation Committee are: George Collier, Robert Holland, Edward Hollin and Kenneth H. Slack.Anthony M. Imbesi. Mr. SlackImbesi is Chair of the committee. During 2018,2023, the committee met eightfive times. The Compensation Committee is responsible for discharging the Board'sBoard’s responsibilities relating to compensation of our executive officers and directors. Among other things, it is the responsibility of the Compensation Committee to: evaluate human resources and compensation strategies; review and approve objectives relevant to executive officer compensation; evaluate performance and determine the compensation of the Chief Executive Officer in accordance with those objectives; approve any changes to non-equity-based benefit plans involving a material financial commitment; recommend to the Board of Directors compensation for directors; prepare the Compensation Committee report required by SEC rules to be included in our annual report; and evaluate performance in relation to the Compensation Committee charter.

The Compensation Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. The charter is available on our website at www.meridianbanker.com. The Compensation Committee is composed solely of members who satisfy the applicable independence requirements of NasdaqNASDAQ for compensation committees.

Audit Committee.   The members of the Audit Committee are: Robert Holland, Anthony Imbesi, and Kenneth Slack.Christine Helmig. Mr. SlackHolland is Chair of the committee. During 20182023 the committee met 1510 times. For more information about the Audit Committee, see "AUDIT COMMITTEE"“AUDIT COMMITTEE” below.


Governance and Nominating Committee.   The Governance and Nominating Committee is comprised of all of the independent directors of the Board as it is the intention that this committee, as a whole, will be responsible for making recommendations regarding candidates for directorships and the size and composition of the Board. During 2023 the committee met 4 times. The Governance & Nominating Committee is comprised of members who satisfy the applicable independence requirements of NASDAQ.

Shareholders desiring to submit a candidate for consideration as a nominee of the Board must submit the same information with regard to the candidate as required to be included in the Corporation'sCorporation’s proxy statement with respect to nominees of the Board in addition to any information required by the Corporation'sCorporation’s bylaws. Shareholder recommendations should be submitted in writing to Corporate Secretary, Meridian Corporation, 9 Old Lincoln Highway, Malvern, Pennsylvania, 19355, on or before February 15th of the year in which the shareholder desires the candidateby December 9, 2024 to be considered as a nominee. Although the Board at this time does not utilize any specific written qualifications, guidelines, or policies in connection with the selection of director nominees, candidates must have a general understanding of the financial services industry or otherwise be able to provide some form of benefit to the Corporation'sCorporation’s business, possess the skills and capacity necessary to provide strategic direction to the Corporation, be willing

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to represent the interests of all shareholders, be able to work in a collegial board environment, and be available to devote the necessary time to the business of the Corporation. In addition to these requirements, candidates will be considered on the basis of diversity of experience, skills, qualifications, occupations, education, and backgrounds, and whether the candidate'scandidate’s skills and experience are complementary to the skills and experience of other board members. Candidates recommended
Director Related Party Transactions
Meridian makes loans to executive officers and directors of the Corporation in the ordinary course of its business. These loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time the transaction is originated for comparable transactions with non-affiliated persons, and do not involve more than the normal risk of collectability or present any other unfavorable features. Federal regulations prohibit Meridian from making loans to executive officers and directors of the Corporation, or the Corporation, at terms more favorable than could be obtained by shareholders willpersons not affiliated with the Corporation. Meridian’s policy towards loans to executive officers and directors currently complies with this limitation. The aggregate outstanding balance of the loans to all executive officers, directors or their affiliates, at December 31, 2023, was $1.0 million.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation’s officers and directors and persons who own more than 10% of the Corporation’s common stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% holders are required to furnish the Corporation with copies of all Section 16(a) forms they file. To the Board of Directors’ knowledge, based solely on review of the copies of such reports furnished to the Corporation during the fiscal year ended December 31, 2023, all reports required to be evaluatedmade by our reporting persons were timely filed, except that Mr. Annas and Ms. Lindsay each filed one late Form 4 reporting in connection with the issuance of stock options on November 1, 2023, as disclosed in a Form 4 filed with the SEC on November 8, 2023 and Mr. Collier filed one late Form 4 in connection to a share purchase on March 13, 2023 filed with the SEC on March 20, 2024.
Board and Committee Evaluations
The Board periodically conducts self-evaluations of the performance of the Board. The results are summarized by the Lead Independent Director and presented to Board.
Director Education and Board Development
Meridian encourages its directors to attend appropriate seminars and education programs related to the banking industry and corporate governance. In addition, Meridian provides a series of professionally developed training modules and provides presentations from time to time during Meridian Board meetings on a variety of topics including corporate governance, the economy, regulatory, and compliance.
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 receive periodic fees based on the same basisfollowing schedule:
Quarterly Board Fees:​​​​​​​
Retainer (all members)​​​$10,400​​
Lead Independent Director​​​​3,100​​
Committee Chair​​​​2,100​​
Committee members (non-chair):​​​​1,600​​

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Information relating to the compensation of the Corporation’s directors during 2023 is set forth below.
Director​​
Fees
Earned or Paid in
Cash
​
Robert M. Casciato​​​$50,000​​
George C. Collier​​​​48,000​​
Christine M. Helmig​​​​48,000​​
Robert T. Holland​​​​75,200​​
Edward J. Hollin​​​​53,900​​
Anthony M. Imbesi​​​​56,900​​
The Corporation’s directors are eligible to receive stock options as candidates recommended bypart of the independent directors. 2016 Equity Incentive Plan Options, but no stock options were granted as compensation in 2023.
Risk Oversight
The Governance & NominatingBoard of Directors is responsible for ensuring that an adequate risk management framework is in place and functioning as intended. A clear understanding and working knowledge of the types of risks inherent to the Meridian’s activities are an absolute necessity. The Risk Management Committee of the Board is comprised of all Meridian Board members who satisfyand meet quarterly. Its role is to set broad policy and directives for asset/liability management and enterprise risk management, and to establish review and control procedures to ensure adherence to policy.
The Board Risk Management Committee has delegated authority for the applicable independence requirementsdevelopment and implementation of Nasdaq.

        During 2018,all asset and liability management policies, procedures, and strategies to the fullmanagement Asset/Liability Committee (ALCO). ALCO is comprised of various members of Senior Management, Department Leaders, Compliance, Internal Audit and Risk Management and meet monthly. ALCO is responsible for interpreting the longer range objectives established by the Board met 13 times.

        All current directors attended at least 75%of Directors and managing day-to-day oversight of the aggregaterisk management function. As such the ALCO set basic direction for the bank’s sources and uses of funds, establishes numerical ranges for primary and secondary objectives and monitors risk and the delivery of services.

The Board Risk Management Committee has delegated authority for enterprise risk management to the risk management committee (RMC) headed by the Chief Risk Officer. RMC administers a program that focuses risk assessment on seven risk categories. Several risk categories are reviewed each quarter, or more frequently as necessary. Each risk category is assigned a risk rating based on the significance of the total numberrisk and a defined risk trend. Additional internal bank experts may attend meetings during each quarter to report on a risk category under review and offer recommendations regarding the risk assessment and trend for a particular risk category. Monthly review of meetingsrisk categories are reported to the Board of Directors.
Risk management reports include the following:
•
Discussion of the Bank’s current overall risk position;
​
•
Identification of risk categories and analysis of current position in each risk category;
​
•
Comparison of actual performance versus expected performance, where appropriate;
​
•
Assessment of the overall credit quality of the Bank’s loan portfolio and the adequacy of the Bank’s Allocation for Loan and Lease Loss Reserve;
​
•
Identification of results outside of guidance targets and action plans established for issues to be resolved;
​
•
Recommendations for changes to risk parameters or measurement tools.
​
Credit Risk
Credit risk is the risk that borrowers or counterparties will be unable or unwilling to repay their obligations in accordance with the underlying contractual terms and the risk that credit assets will suffer

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significant deterioration in market value. This definition, however, encompasses more than the traditional definition associated with lending activities. We manage and control credit risk in our loan and lease portfolio by adhering to well defined underwriting criteria and account administration standards established by management. Credit risk is found in all activities where success depends on counterparty, issuer, or borrower performance. Any time bank funds are extended, committed, invested, or otherwise exposed through actual or implied contractual agreements, whether recorded on our balance sheet or off the balance sheet, we are exposed to credit risk. Credit risk may also arise where the performance of guarantors is required. In addition, credit risk arises in conjunction with a broad range of non-lending activities, including selecting and purchasing portfolio investments, processing and settling investment transactions with counter-parties and originating ACH transactions.
Written credit policies document underwriting standards, approval levels, exposure limits and other limits or standards deemed necessary and prudent. Portfolio diversification at the obligor, industry and product levels is actively managed to mitigate concentration risk. In addition, credit risk management includes an independent credit review process that assesses compliance with commercial, real estate and consumer credit policies, risk rating standards and other critical credit information. In addition to implementing risk management practices that are based upon established and sound lending practices, we adhere to sound credit principles. We understand and evaluate our customers’ borrowing needs and capacity to repay, in conjunction with their character and history.
The Loan Committee of our board of directors provides oversight of our credit risk management function. Board Loan Committee oversees the risk appetite, the development of policies, practices and systems for measuring credit risk and monitors the performance and quality of our credit portfolio. At the management level, our Chief Credit Officer leads this process and has primary oversight of our management Credit Committee. Our credit officers work closely with our Chief Credit Officer and management Credit Committee to monitor lending trends, concentrations, regulations and strategies to ensure underwriting guidance is aligned with our credit philosophy. We review our credit policies regularly and any changes must be approved by our board of directors. Our credit team also produces various credit statistics on our loan and lease portfolio reported to our board on a regular basis. We believe this robust governance system provides for a fulsome credit approval process.
Credit risk is addressed in formal loan proposals presented to the Loan Committee and the Board of Directors. Loans and potential loan relationships are analyzed by the Credit Committee and require a formal loan proposal and approval by the appropriate authority or authorities. Regardless of whether a new loan request, a formal loan proposal, or an annual loan relationship review, each proposed loan, existing loan, or loan relationship has an assigned Loan Risk Rating based on credit factors, collateral adequacy, and financial strength of the loan relationship. Decisions are made based on the most complete up-to-date information available. The defined Loan Risk Ratings are designed to cover a broad range of customers, so dominant risk characteristics determine the rating assigned. In some instances, additional pricing, collateral, covenants, or risk mitigants may be necessary to reduce risk or credit exposure or to improve relationship profitability.
Loan review is outsourced to a major independent firm and serves and reports to both the Audit and Risk Committees through the Chief Credit Officer. The firm conducts semi-annual onsite reviews. The firm independently selects the sample of loans for review and results of their review are reviewed by the credit department and approved by Risk Committee. These credit management practices build and strengthen our banking relationships with our customers while identifying potential issues in a proactive manner to avoid unnecessary risk.
Interest Rate Risk
The policy of the Bank is to offer a wide variety of loan and deposit products that are both competitive and diversified in maturity structure. A major objective of the asset/liability management process is to increase shareholder value through loan and deposit generation. The Bank, acting as a financial intermediary between borrowers and savers, should generate the highest level of risk/reward to shareholders through sound lending practices and diversified funding sources. Interest rate risk is a large component of asset/​liability management and is managed within the overall asset/liability framework. The principal objectives of asset/liability management are to manage sensitivity of net interest spreads and net interest income to

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potential changes in interest rates. Funding positions are kept within predetermined limits designed to ensure that risk-taking is not excessive and that liquidity is properly managed.
Interest rate risk focuses on the economic scenarios relative to the value of the Bank in the current interest rate environment, and the sensitivity to that value from changes in interest rates. Re-pricing risk, basis risk, yield curve risk, and options risk are types of interest risk to be considered. Interest rate risk occurs due to differences between the timing of rate changes and the timing of cash flows (re-pricing risk); from changing rate relationships among different yield curves affecting bank activities (basis risk); from changing rate relationships across the range of maturities (yield curve risk); and from interest-related options embedded in bank products (options risk). Interest risk considerations typically include the effect of a change in interest rates on both the Bank’s earnings and the market value of portfolio equity.
Interest rate sensitivity refers to the Bank’s capability and/or need to react to actual and forecast interest rates and yields in the money and capital markets as well as in the local competitive environment. The magnitude of these gains or losses depends on the severity and timing of the market changes and on the ability to adjust. The ability to adjust is controlled by the remaining time to maturity of fixed-rate contracts, customer actions, and the existence of contracts that provide for rate adjustments prior to maturity. Analysis of interest rate sensitivity in the form of a net interest rate shock is employed. In performing interest rate shock analysis, financial forecasting and simulation are used to anticipate the impact of forecasted interest rates and evaluate the potential risk of alternative interest rates. This policy is implemented by first producing a current forecast of balance sheet volumes and net earnings for the 12-month forecast horizon. The second step is for alternative simulations to be prepared to test the forecast’s sensitivity to rising rate and falling rate shocks and changes in the shape of the treasury yield curve. After each alternative simulation, the forecasted net interest income for the twelve-month period and the present value of equity at the end of the historical period are compared to the net interest income and present value of equity produced by the alternative simulation. The percent changes in net interest income and present value of equity is then compared to management’s guideline targets.
Liquidity Risk
Liquidity is defined as the ability to meet daily funding requirements, deposit withdrawals, or asset opportunities in a timely manner and to meet obligations in unusual, extraordinary, and adverse operating circumstances, without sustaining a significant loss or cost. The Bank’s foundation for liquidity is a stable customer deposit base, a marketable investment portfolio that provides periodic cash flow through regular maturities and amortization, or that can be used as collateral to secure funding in an emergency, and credit lines established with upstream correspondents.
Liquidity risk may impact earnings or capital based on changes in funding sources. This risk affects the Bank’s ability to establish new relationships, service, or continue to service existing relationships. This risk can also expose the Bank to litigation, financial loss, or damage to its reputation. Liquidity risk exposure is present in various funding situations. Thus, the Bank is responsible for careful evaluation of the types and levels of risk incurred in dealing with its customers and communities. The liquidity risk policy provides direction and guidance for the management of funding sources, which also affects interest rate risk and price risk. Guidance offered provides controls for the risk arising from taking positions in various liquid assets and short-term deposits regarding anticipated changes in interest rates. Controls are vital to the continuity of operations and protections of resources, depositors, and shareholders. It also assists in maximizing the return on shareholder investment without sacrificing its quality and reputation. Various elements of funding volume and funding gaps are analyzed, the availability and size of secondary markets to convert instruments to cash is reviewed, the Bank’s cost of funding versus costs paid by competition are assessed, and rate scenarios and stress testing models are used to assess vulnerability. This risk is evaluated and assigned a risk rating with the assessment of overall risk.
Price Risk
Price risk involves risk that may impact earnings or capital resulting from changes in the value of portfolios of financial instruments. This risk affects the Bank’s ability to establish new relationships, service, or continue to service existing relationships. Management of this risk is conducted under specific guidelines and product/service standards. Guidelines assist in establishing, reevaluating, and changing prices for financial

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services or financial products. These guidelines are structured to ensure an appropriate pricing structure, but also address such issues as volume and price sensitivity for various products. Sources of price risk are identified, elements of the of the risk positions are analyzed, the flexibility of the current price profile versus the ability to hedge the risk is assessed, the proper balance of risk versus reward is determined, and appropriate levels of procedures, controls, and self-monitoring are evaluated for implementation and proper administration. A risk rating is assigned in conjunction with the assessment of overall risk.
Compliance Risk
Compliance risk is monitored within the structure of the compliance risk management program. Operating in compliance with laws, rules, regulations, and related accepted industry standards enhances the reputation, strategic goals and objectives, and operations of the Corporation. Compliance risk attempts to evaluate and identify the overall level of compliance risk by measuring and defining the areas of risk for a designated law, rule, or regulation. Defined risk factors within three risk categories (legal and regulatory, operational, and reputation risk) assist in determining the overall compliance risk rating assigned to each law, rule, or regulation. Various factors within each risk category can increase or decrease the risk of non-compliance. Each risk category is assigned a risk rating of High, Moderate, or Low. The overall compliance risk rating for each law or regulation is the average of the risk ratings for the three risk categories based on inherent risk. The compliance risk assessment is conducted with the Compliance Committee and key business lines, departments, and functional areas. Compliance risk assessment results are reviewed by the Compliance Committee and reported to the Risk Committee and the Audit Committee of the Board of Directors (held forDirectors.
A risk-based, comprehensive BSA Compliance risk assessment is maintained covering the period for which he or she has served as a director)Bank Secrecy Act, Anti-Money Laundering, and Office of Foreign Asset Control to ensure all risk areas are covered to maintain compliance with the laws and regulatory guidance. Changes to and results from the assessment of risks are reported to the Compliance Committee and the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served).

        The Corporation has no specific policy requiring directors to attend the Annual Meeting; however, director attendance is strongly encouraged. All current membersAudit Committee of the Board of Directors. At least annually, the BSA risk assessment is reviewed and approved by the Board of Directors. Risk is rarely static, and thus frequent review and additional approvals may be necessary. The risk assessments focus on risk factors due to the Bank’s size, market presence, types of customers, types of products, geographic locations, method of account opening, transaction type, and business line. All are incorporated into BSA/AML software to aid in the monitoring and reporting requirements.

Transaction/Operational Risk
Transaction risk relates to service or product delivery and escalates based on problems with services or product delivery. This risk is inherent in all bank products and services and arises on a daily basis as transactions are processed. Controlling transaction risk involves internal controls, vendor management, proper use of information systems, employee integrity, and operating processes. The Board of Directors were present atand Management establish and reevaluate the 2018 Annual Meetingrisk tolerances which thereby control these risks. Policy guidance provides standards to control the potential financial losses due to human error or fraud, incomplete information, or operational disruption. Controlling this risk remains critical to the continuity of Shareholders.operations and protection of resources, depositors, customers, and shareholders. It also assists the Bank to maximize the return on shareholder investment without sacrificing its quality and reputation. Financial services and products are offered on a sound and economically feasible basis to the customers, communities, and markets served. Products and services offered along with the transactions serviced are conducted under specific guidelines and operational standards. Procedures and processes, including the development and introduction of new products and services, encompass the guidelines established.
Control mechanisms have been established to monitor data accuracy, proper accounting treatment, and compliance with laws and regulations, as well as bank policy. Management and staff continually seek training and development to enhance their technical knowledge and skill levels to stay up-to-date on changes in financial service industry operations and industry best practices. Development and issuance of timely internal management reports and bank-wide communication on properly conducting business relative to the transaction risk exposure are ongoing measures. Methodologies to address areas of exposure from human error or fraud, incomplete information, and operational disruption seek to evaluate, mitigate, and identify cost-effective ways to reduce such risks. Analysis and recommendations focus on systems development

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and utilization, capital investment for technology and hardware, and overall physical premises improvements to ensure efficiency and effectiveness in handling new products and services, complex transactions, and development of new products and services to keep pace with the future.
Information Technology Risk
Information Technology (IT) governance is anticipated that all current membersthe responsibility of the Board of Directors will attendDirectors. The core elements of IT governance encompass value, risk, and controls. Management has appointed the 2019 Annual Meeting.

Chief Technology Officer the responsibility for overall management of Information Technology risk. IT risk focuses on information and information systems, especially the most critical and vital information assets. Without reliable and properly secured information systems, business operations could be severely disrupted. Likewise, the preservation and enhancement of the Corporation’s reputation is directly linked to the way in which both information and information systems are managed. Maintaining an adequate level of security is one of several important aspects of managing IT risk. The Chief Technology Officer, along with the IT Security Officer, report to the Board monthly on the status of the Information Security Program.

The Information Technology (IT) Steering Committee shall approve all significant projects throughout the Bank and additionally serves as an advisory group providing assistance and guidance to management regarding customer information security, information systems planning, systems management organization, systems performance, business continuity, information security, system related expenditures, vendor management, and related policies and procedures. The IT Steering Committee meets on a quarterly basis. Formal meeting minutes serve to document decisions and recommendations by the IT Steering Committee. Meeting minutes are reported to the Management Committee and the Board ERM Committee.
An annual Information Technology Audit, which is facilitated by the Internal Audit Department, the Chief Technology Officer and the Information Security Officer, is conducted by an out-sourced third-party expert. The objective of the IT audit is to evaluate the effectiveness and efficiency of operations, test the reliability of data and IT controls, and ensure compliance with applicable laws, regulations, guidance, and industry best practices. The audit scope addresses IT Governance, IT Management, IT Operations, and IT Security.
Testing of the internal network environment and external network perimeter are included in the Results of the IT Audit and are reviewed with the IT Steering Committee and Management. For any exceptions identified, a responsible party is assigned, and action plans are developed to address corrective measures. The final results of the IT Audit are reviewed with the Board Audit Committee. The status of unresolved audit issues along with their priority ratings is reported to both Management and the Board Audit Committee at each meeting.

Audit CommitteeAUDIT COMMITTEE

The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditors'auditors’ qualifications and independence, the performance of our internal audit function and independent auditors and risk assessment and risk management. The functions performed by the Audit Committee include the responsibilities to: annually review the audit committee charter and the committee'scommittee’s performance; appoint, evaluate and determine the compensation of our independent auditors; review and approve the scope of the annual audit, the audit fee, the financial statements, significant accounting policy changes, material weaknesses identified by outside auditors or the internal audit function and risk management issues; prepare the audit committee report for inclusion in our proxy statement for our Annual Meeting; review disclosure controls and procedures, internal controls, internal audit function and corporate policies with respect to financial information; assist the board of directors in monitoring our compliance with applicable legal and regulatory requirements; oversee investigations into complaints concerning financial matters, if any; and review other risks that may have a significant impact on our financial statements.

All members of the Audit Committee satisfy the applicable independence, financial literacy and other requirements of NasdaqNASDAQ for audit committees. In determining whether a director is independent


for purposes of each of the above stated guidelines, the Board of Directors must affirmatively determine that the directors on the Audit Committee do not, among other things, accept any consulting, advisory, or other


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compensatory fee from the Corporation. Applying these standards, the Board of Directors has determined that all the directors on the Audit Committee are independent.

The Board of Directors has determined that Mr. SlackHolland meets the requirements adopted by the Nasdaq Stock Market for qualification as an "audit“audit committee financial expert."” Mr. SlackHolland has past employment experience providing him with diverse and progressive financial management experience, as well as expertise in internal controls and U.S. accounting rules. An audit committee financial expert is defined as a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity or accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant'sregistrant’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.

The Audit Committee operates under a formal charter that governs its duties and conduct. The Audit Committee Charter is available on our website at www.meridianbanker.com.

Audit Committee Report to Board of Directors

The Audit Committee has discussed and reviewed the Corporation'sCorporation’s audited consolidated financial statements for 20182023 with management and KPMGCrowe, LLP, the Corporation'sCorporation’s independent registered public accounting firm.firm for the year ended December 31, 2023. Management has the primary responsibility for the consolidated financial statements and the reporting process, including the systems of internal control. KPMGCrowe LLP is responsible for expressing an opinion about whether the Corporation'sCorporation’s consolidated financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles and obtaining an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'sCorporation’s internal control over financial reporting.

In discharging its responsibilities, the Audit Committee'sCommittee’s review of the Corporation'sCorporation’s consolidated financial statements for 20182023 included discussion of the quality, not just the acceptability, of the accounting principles used, the reasonableness of significant judgments made, and the clarity, consistency and completeness of disclosures in such consolidated financial statements with management and KPMGCrowe LLP, as required by PCAOB Auditing Standard No. 1301, Communication with Audit Committees (as modified or supplemented).

and the SEC.

The Audit Committee has considered the compatibility of non-audit services provided by KPMGCrowe LLP with the maintenance of the Corporation'sCorporation’s registered public accounting firm'sfirm’s independence. KPMGCrowe LLP has provided written disclosures and a letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding its firm'sfirm’s communications with the Audit Committee concerning independence. These disclosures have been reviewed by the Audit Committee and discussed with management and KPMGCrowe LLP.

The Committee discussed with the Corporation'sCorporation’s internal auditors and KPMGCrowe LLP the overall scope and plans for their respective audits, and met with both firms, with and without management present, to discuss the results of their examinations, their understanding of the Corporation'sCorporation’s internal controls and the overall quality of the Corporation'sCorporation’s financial reporting process.


In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2018,2023, for filing with the SEC.

Respectfully submitted,
THE AUDIT COMMITTEE
Robert T. Holland, Chairman
Anthony M. Imbesi
Christine M. Helmig

Respectfully submitted,
THE AUDIT COMMITTEE



Kenneth H. Slack,Chairman
Robert T. Holland
Anthony M. Imbesi
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INFORMATION CONCERNING EXECUTIVE COMPENSATION

        The Corporation's

We are a “smaller reporting company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies. These include, but are not limited to, reduced disclosure obligations regarding executive compensation program includes compensation and benefit components typical of programs among comparable banking and financial services companies in our localproxy statements. We have elected to comply with the scaled disclosure requirements applicable to our status.
Named Executive Officers who are not Directors
The following sets forth the non-director named executive officers of the Corporation (“NEO”) during the year ended December 31, 2023. It also includes his age, position held, recent business experience with the Corporation, and regional marketplace.

    the period he served.

Charles D. Kochka (Age 67) — Mr. Kochka was the Executive Vice President and Chief Lending Officer of the Corporation, until his retirement on December 31, 2023. Mr. Kochka was responsible for all commercial and consumer lending in the Corporation. Mr. Kochka started at Meridian Corporation in 2010 and had more than 40 years’ experience in commercial lending in the Delaware Valley. He graduated from Bucknell University in 1978 with a Bachelor of Arts degree in Economics. He currently volunteers for Seedcopa, where he sits on the Executive Committee and Loan Review Committee, for the United Way of Chester County, where he is a Director and past Board Chair and for the Arts and Business Council of Philadelphia, where he is a Board member. He is also a former Board Chair of the West Chester YMCA. Mr. Kochka retired effective December 31, 2023.
Performance Highlights
Changes in Financial Condition:
•
Total assets increased $184.0 million, or 9%, to $2.2 billion as of December 31, 2023.
​
•
Commercial loans increased $114.6 million, or 9%, year over year.
​
Results of Operations for the year ended December 31, 2023:
​
•
Net income (millions)
​
​​​$13.24​​
​
•
Earnings per diluted share
​
​​​$1.19​​
​
•
Return on average assets
​
​​​​0.61%​​
​
•
Return on average equity
​
​​​​8.53%​​
​
•
Net interest margin
​
​​​​3.35%​​
2023 Performance Outcomes
Aligned with the Corporation’s strategic goals, Compensation Committee assigned corporate performance targets for 2023 for commercial loan growth greater than 12% and return on equity greater than 12%. Based on the financial performance and described in more detail below, discretionary and corporate performance-based incentives were paid to the NEOs for 2023.
2023 Key Compensation Decisions and Actions
The following is a summary of key actions taken by the Compensation Committee on executive compensation for 2023:
•
2023 base salary increased 4.1% for the CEO 3.0% for all other NEOs.
​
•
Discretionary short-term incentive awards for 2023 performance were 65% of base salary for the CEO and ranged from 12% to 57% for the other NEOs.
​
•
Equity awards to the CEO had grant date fair value of 8.7% of his 2023 base salary and ranged from 0% to 7.6% of base salary for the other NEOs.
​

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General Information about Compensation and Our Basic Compensation Philosophy

The Corporation'sCorporation’s compensation philosophy is to provide competitive and reasonable compensation to directors and executive officers that compares favorably to other financial institutions of our size in the marketplace. Management and the Board believe that the overall performance of the Corporation is intrinsically tied to hiring and maintaining experienced talent in its workforce. To support this philosophy, the Corporation maintains competitive compensation packages that consist of salary, cash incentives, and long-term stock awards, retirement and grants.

        Set forth belowother benefits. Potential compensation is aligned with the competitive market and actual cash compensation is designed to vary dependent on performance. We utilize a descriptionbalance of fixed and variable pay components and cash and equity to determine our pay. Our compensation program for the named executive officersis designed to support our business strategies, align pay with our performance and reinforce sound compensation governance. The table below gives an explanation and analysisoverview of the material elementscompensation components used in our program and matches each with one or more of their compensation.

    the objectives described above.

Compensation Component​​Description of Component​
Base Salary​​Provides a competitive level of fixed income based on role, experience and individual performance.​
Annual Incentive Plan​​Motivates and rewards executives for performance on key financial, operational and individual objectives in support of our annual business plan and broader corporate strategies. Rewards vary based on performance.​
Equity Awards​​Aligns executives’ interests with those of shareholders through equity-based compensation. Rewards executives for long-term shareholder value creation. Encourages retention through multiple year vesting.​
Other Benefits​​Provides a base level of competitive compensation for executive talent.​
Retirement Benefits​​The Supplemental Executive Retirement Plan (the “SERP”) provides long term compensation for our NEOs while its vesting provisions help ensure that the Company will continue to receive the benefit of their service.​
Severance/Change in Control Agreements​​Focuses executives on company performance and transactions that are in the best interests of shareholders, regardless of the impact such transactions may have on the executive’s employment​
Employments contracts​​Provides employment security to key executives.​
The Role of Our Compensation Committee

The Compensation Committee meets periodically during the course of the year. The Committee establishes and reviews compensation and benefit programs for the chiefnamed executive officer (CEO)officers (NEOs). The Committee strives to use programs that attract, retain, and compensate the CEONEOs for short and long-term profitability and growth. The Committee reviews the annual compensation ofand the CEO. Compensation for the other named executive officers is established by the CEO in a similar manner.

    compensation programs.

Compensation Components and How They Are Set

The key components of our compensation program are base salary, discretionary incentive awards and long-term incentives. In addition to those key components, we also provide additional components of compensation. The nature of each of these benefits and our goals and reasons in granting them are discussed further below.

In determining our CEO'sNEOs compensation levels with respect to all of these components, the Committee uses its judgment and considers qualitative and quantitative factors. In setting levels of each component, the Committee considers factors such as: relevant industry compensation practices; the importance of the executive'sexecutive’s position to the Corporation compared to other executive positions; and the competitiveness of the compensation the Corporation pays the executive in comparison to other financial institutions in its peer group.


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Key Compensation Components

Base Salary

The Corporation establishes base salaries for executive officers according to the scope of their responsibilities. It also considers compensation paid by its competitors for similar positions. For the Chief Executive Officer,named executive officers, the Committee considers the executive'sexecutive’s performance, the executive'sexecutive’s experience, and the Corporation'sCorporation’s financial performance. The Committee also considers the economic conditions and other external events affecting operations and compares compensation practices with those of the Corporation'sCorporation’s competitors.

The Committee determined that an increase in the base salary for each of the Named Executive Officers was appropriate based on a review of market data, performance assessments and in consideration of the Company’s strategic goals. The table below summarizes the salaries set in early 2023 and in effect as of December 31, 2023.
Executive​​
2022 Base
Salary
​​
2023 Base
Salary
​​% Increase​
Christopher J. Annas​​​$516,000​​​​$537,000​​​​​4.1%​​
Denise Lindsay​​​$300,000​​​​$309,000​​​​​3.0%​​
Charles Kochka(1)
​​​$240,500​​​​$247,800​​​​​3.0%​​
​
(1)
Mr. Kochka retired effective 12/31/23.
​
Annual Cash Incentive
An important element of our compensation program is our bonus plan. Cash incentives for the CEO and CFO are based on attaining pre-established corporate goals (weighted at 40% of the total award) as well as discretionary awards based on Committee review of individual performance or subjective goals (weighted at 60% of the total award). Each participant has a total target incentive opportunity expressed as a percentage of base salary. In 2023, Mr. Kochka participated solely in the discretionary award program. The 2023 incentive targets are summarized below:
Executive​​
Target Aggregate
Incentive Opportunity
​
Christopher J. Annas​​​​75%​​
Denise Lindsay​​​​65%​​
Discretionary Incentive Awards

        Meridian

The Corporation provides discretionary bonuses to our executives and other employees to support and promote the pursuit of our organizational objectives and financial goals. The bonus amounts vary


year-to-year based on the level and role, the contribution of the executive during the year as well as both individual and BankCorporate performance. Awards are based on attaining pre-established corporate goals and Committee review of individual performance and recommendationsbased on subjective goals.

The Committee establishes performance measures on an annual basis for the portion of the awards based on corporate goals that are presented and approved bytied specifically to the Compensation Committee. For 2018,Corporation’s financial performance. The Committee utilized the Compensation Committee primarily considered the Corporation's performance during 2018 in determining the CEO's discretionary bonus, including, but not limited toCorporation’s commercial loan growth (20%), asset growth (16%), net income and EPS increasing over 150%, return on average equity (7.77%),measures. Each measure was assigned a 20% weight.
At the end of the year, the Committee determined a payout based on an assessment of the Corporation’s performance under the quantitative financial measure set forth above (determined formulaically) as well as improved core fundingan assessment of each executive’s performance and contribution toward strategic goals. The corporate results were as follows:

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Performance Measure​​
2023 Performance
Measure
​​Result​​
Performance
Payout vs Target
​
Commercial loan growth at December 31, 2023 compared to 2022​​​​>12%​​​​​9%​​​<= 75%​
Return on average equity, year ended December 31, 2023​​​​>12%​​​​​8.5%​​​<=71%​
In determining the performance on the individual portion of the annual incentive, the Committee considered its assessment of the Chief Executive Officer’s performance and the Chief Executive Officer’s evaluation of the NEO’s performance. In light of strong loan qualityperformance on operational, strategic, financial shareholder metrics, and in general. The CEO determinesconsideration of the discretionary bonus awards for each namedsignificant individual and collective achievements of the executive officer other thanteam during 2023, the CEOCommittee approved individual payouts based upon factors such as regulatory compliance, board interaction, strategic goals, and considered similar factors as discussed in the previous sentence.

    leadership.

Executive​​
Target Incentive
Earned
​​
Discretionary
Award
​​
2023 Actual Annual
Incentive Award
​​
2023 Actual as %
of Salary
​
Christopher J. Annas​​​$294,008​​​​$55,992​​​​$350,000​​​​​65%​​
Denise Lindsay​​​​146,621​​​​​28,379​​​​​175,000​​​​​57%​​
Charles Kochka(1)
​​​​—​​​​​30,000​​​​​30,000​​​​​12%​​
​
(1)
Mr. Kochka retired effective 12/31/23
​
Long-Term Incentive Program

The final major component of the executive compensation program is long-term incentive compensation such as stock options, restricted stock awards and retirement plans. We believe that a significant portion of executive compensation should be based on value created for our shareholders. We expect that long-term incentives will offer executives the possibility of future value depending on the long-term price appreciation of our common stock and the executives'executives’ continuing service with us. We believe that long-term performance is achieved through an ownership culture that encourages long-term performance by our executive officers through the use of stock-based awards.


Equity Incentive PlanEQUITY INCENTIVE PLAN

The Corporation maintains the 2016 Equity Incentive Plan (the "EIP"“2016 Plan”) that is administered by the Compensation Committee. Under the EIP,2016 Plan, the Committee may grant incentive stock options, nonqualified stock options, restricted stock and restricted stock units. Within the limits of the EIP,2016 Plan, the Committee has the authority to determine the employees or non-employee directors to whom equity awards are granted; the time or times at which an award is granted; and the amount and form of any such award grant. In making their determinations, the Committee may take into account the nature of the services rendered by the employee or non-employee director, their present and potential contributions to the Corporation'sCorporation’s success and other factors that the Committee deems relevant.

Equity-Based Awards
Equity awards were granted based on the Committee’s assessment of business environment, affordability, and corporate and individual performance. The Committee believes that equity grants, subject to multi-year vesting requirements, are an important component of the total compensation mix and an important retention tool for senior management. Once granted, options vest ratably over a three-year period.
Below is a summary of the grants awarded in 2023:
​​​Stock Options​
Executive​​# Shares​​Grant Value ($)​
Christopher J. Annas​​​​20,000​​​​$46,800​​
Denise Lindsay​​​​10,000​​​​​23,400​​

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Supplemental Executive Retirement PlanSUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION PLAN

The Corporation also maintains a Supplemental Executive Retirement Plan (the "SERP"“SERP”) for its senior officers, including the named executive officers. The SERP is a nonqualified deferred compensation arrangement, which is intended to provide additional benefits and deferral opportunities to participants. Eligible employees may defer portions of their compensation with the maximum amount up to 25% of the participant'sparticipant’s salary and 100% of the participant'sparticipant’s bonus or performance-based cash compensation. In addition, the SERP also permits the Corporation to make annual supplemental contributions or discretionary contributions to all or some of the eligible participants. The employee can elect to assign the contributions to a fixed income account or to an account indexed to the stock (MRBK) price. Once the election is made, it is not reversible and amounts will remain in the account until disposition. On an annual basis, our management determines the crediting rate for amounts contributed to the SERP.

fixed income account.


Retirement Plan — 401(K)RETIREMENT PLAN—401(K)

The Corporation maintains a tax-qualified 401(k) Plan. All employees are eligible to participate after they have attained the age of 21 and have also completed three consecutive months of employment with the Corporation. The employees may contribute up to the maximum percentage of their compensation allowable by law to the Plan. The Corporation may make a discretionary matching contribution. An employee is immediately fully vested in his or her own contributions. Vesting of employer discretionary matching contributions occurs in equal amounts each year over a six-year period.


Employee Stock Ownership Plan (ESOP)


EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

The Corporation maintains an Employee Stock Ownership Plan. All employees are eligible to participate after they have attained the age of 21 and have also completed three consecutive months of employment with the Corporation. Participants are neither permitted nor required to make contributions to the Plan. The Corporation matches contributions of cash or shares of Bank common stock, or both, to the Plan to participants who participate in the Meridian 401(k) Plan and are eligible to receive a matching contribution. Additional cash or shares of Bank common stock may also be contributed to all eligible employees in such amount as may be determined by the Board of Directors in its discretion. Contributions are 100% vested after three years of service. There is no partial vesting.


Perquisites and Other BenefitsINSURANCE

All eligible full time employees of the Corporation are covered as a group by basic hospitalization, major medical, dental, long-term disability, term life and a prescription drug plan. The Corporation pays the total cost of long-term disability and term life insurance. For major medical, dental, and the prescription drug plan, cost sharing and a co-payment are required.

Consistent with the Corporation’s compensation objectives, certain named executive officers are provided perquisites and other benefits that management believes are reasonable and consistent with Meridian’s overall compensation program and which keep the Corporation competitive in the marketplace. The Corporation periodically reviews the level of perquisites and other benefits provided to the named executive officers for suitability with the program objectives.
Severance Benefits
It is Meridian’s philosophy that severance protections, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. Each of our named executive officers is entitled to severance protections under the executive’s employment agreement or a change in control agreement.
As described in more detail below in the Potential Payments Upon Termination or Change in Control section, each of the named executive officers would be entitled to severance benefits only in the event of a termination of employment by us without cause or by the executive for good reason (although limited disability benefits are also provided). We do not believe that the named executive officers should be entitled to receive their cash severance benefits merely because a change in control transaction occurs, and a

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change in control does not, in and of itself, entitle any named executive officer to receive severance benefits (i.e., these severance benefits are “double-trigger” benefits).
Claw-Back Policy
The Corporation maintains a Policy on Recoupment of Compensation that was adopted November 21, 2023. Under the policy, the Corporation will require reimbursement of any incentive payment or long-term equity award to an executive officer where:
•
The payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Corporation financial statements filed with the SEC;
​
•
The Corporation determines a materially inaccurate financial statement, performance goal or metric was a contributing or partially contributing factor in its determination to make an award to an executive; and
​
•
A lower payment would have been made to the executive based upon the restated financial results.
​
In such instances, the Corporation will be entitled to seek to recover from the individual executive the amount by which the individual executive’s incentive payments for the relevant period exceeded the lower payment that would have been made based on the restated financial results.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement. Based on our Committee review of and the discussions with management with respect to the Compensation Discussion and Analysis, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Submitted by the Compensation Committee of the Board:
Anthony M. Imbesi (Chair)
Robert T. Holland
Edward J. Hollin
George C. Collier
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 Principal Executive Officer and other NEOs as a group and how that correlates with the Corporation’s listed performance measures:
Year​​
Summary
Compensation
Table Total
For PEO ($)(1)
​​
Compensation
Actually Paid
to PEO ($)(1)
​​
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs ($)(2)
​​
Average
Compensation
Actually Paid
to Non-PEO
NEOs (S)(2)
​​
Value of Initial
Fixed $100
Investment
Based
on: Total
Shareholder
Return ($)
​​
Net Income
(In Millions $)
​​
Return on
Average
Equity
​
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%​​
2021​​​​2,186,398​​​​​2,167,986​​​​​558,896​​​​​556,403​​​​​190​​​​​26.4​​​​​21.33%​​
​
(1)
The Corporation’s Principal Executive Officer (“PEO”) is Christopher J. Annas.
​
(2)
The Corporation’s Non-PEO NEOs consist of Denise Lindsay and Charles D. Kochka for 2023 and consisted of Denise Lindsay, Charles D. Kochka and Joseph Cafarchio for 2022 and 2021.
​

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Below is a summary of the adjustments used to determine compensation “actually paid” for the Corporation’s PEO and Non-PEO NEOs:
​​​2023​​2022​​2021​
​​​Non-PEO​​Non-PEO​​Non-PEO​
​​​PEO ($)​​NEOs ($)​​PEO ($)​​NEOs ($)​​PEO ($)​​NEOs ($)​
Summary Compensation Table Total​​​$1,019,076​​​​$489,567​​​​$1,300,325​​​​$437,882​​​​$2,186,398​​​​$558,896​​
Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Less: Grant date value of equity awards​​​​(196,855)​​​​​(63,852)​​​​​(284,126)​​​​​(91,183)​​​​​(192,255)​​​​​(71,135)​​
Year-end fair value of current year awards, unvested​​​​34,950​​​​​8,738​​​​​223,350​​​​​48,132​​​​​130,905​​​​​52,768​​
Fair value of awards granted and vested in current year​​​​11,700​​​​​2,925​​​​​58,145​​​​​16,801​​​​​45,465​​​​​16,742​​
Year-over-year change in fair value of
awards granted prior to year that
were unvested at year-end
​​​​(39,820)​​​​​(4,596)​​​​​11,805​​​​​4,649​​​​​(911)​​​​​(342)​​
Year-over-year change in fair value of
awards granted prior to year that
vested during the current year
​​​​26,279​​​​​4,808​​​​​(5,351)​​​​​(2,776)​​​​​(1,616)​​​​​(526)​​
Compensation Actually Paid​​​$855,330​​​​$437,590​​​​$1,304,148​​​​$413,505​​​​$2,167,986​​​​$556,403​​

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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, 2023.
Name and Principal Position​​Year​​Salary​​Bonus ($)​​
Option
Awards(10)
​​
All Other
Compensation
​​Total​
Christopher Annas – Chairman, President and CEO​​​​2023​​​​$537,000​​​​$250,000(1)​​​​$46,800​​​​$185,276​​​​$1,019,076​​
​​​2022​​​​​516,000​​​​​400,000(2)​​​​​232,580​​​​​151,745​​​​​1,300,325​​
​​​2021​​​​​489,000​​​​​1,350,000(3)​​​​​191,340​​​​​156,058​​​​​2,186,398​​
Denise Lindsay – Chief Financial
Officer and EVP
​​​​2023​​​​​309,000​​​​​235,000(4)​​​​​23,400​​​​​66,914​​​​​634,314​​
​​​2022​​​​​300,000​​​​​250,000(5)​​​​​95,499​​​​​57,738​​​​​703,237​​
​​​2021​​​​​267,800​​​​​375,000(6)​​​​​86,103​​​​​65,036​​​​​793,939​​
Charlie Kochka – Chief Lending Officer and EVP(11)
​​​​2023​​​​​247,800​​​​​45,000(7)​​​​​—​​​​​52,019​​​​​344,819​​
​​​2022​​​​​240,500​​​​​25,000(8)​​​​​53,055​​​​​51,188​​​​​369,743​​
​​​2021​​​​​233,500​​​​​100,000(9)​​​​​57,402​​​​​55,889​​​​​446,791​​
​
(1)
Mr. Annas earned a bonus of $350,000 in 2023, of which $300,000 was received in cash in 2024.
​
(2)
Mr. Annas earned a bonus of $600,000 in 2022, of which $200,000 was received in cash in 2023.
​
(3)
Mr. Annas earned a bonus of $950,000 in 2021, all of which was received in cash in 2021, in addition to $400,000 of the bonus earned in 2020.
​
(4)
Ms. Lindsay earned a bonus of $175,000 in 2023, of which $140,000 was received in cash in 2024.
​
(5)
Ms. Lindsay earned a bonus of $300,000 in 2022, of which $200,000 was received in cash in 2023.
​
(6)
Ms. Lindsay earned a bonus of $325,000 in 2021, of which $175,000 was received in cash in 2021 and $150,000 was received in 2022.
​
(7)
Mr. Kochka earned a bonus of $30,000 in 2023, all of which was received in cash 2023.
​
(8)
Mr. Kochka earned a bonus of $40,000 in 2022, of which $15,000 was received in cash in 2023.
​
(9)
Mr. Kochka earned a bonus of $30,000 in 2021 all of which was received in cash in 2021.
​
(10)
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, 2023, for the assumptions made in calculating these amounts.
​
(11)
Mr. Kochka retired effective 12/31/23.
​
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.

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ALL OTHER COMPENSATION TABLE
Name​​Year​​
Perquisites &
Other Personal
Benefits(1) ($)
​​
Insurance
Premiums ($)
​​
Company
401(k)/ESOP/​
SERP
Contributions ($)
​​Total ($)​
Christopher Annas​​​​2023​​​​$50,599​​​​$14,479​​​​$120,198​​​​$185,276​​
​​​2022​​​​​29,565​​​​​12,746​​​​​109,434​​​​​151,745​​
​​​2021​​​​​38,401​​​​​11,559​​​​​106,098​​​​​156,058​​
Denise Lindsay​​​​2023​​​​​3,600​​​​​15,418​​​​​47,896​​​​​66,914​​
​​​2022​​​​​3,600​​​​​15,154​​​​​38,984​​​​​57,738​​
​​​2021​​​​​3,600​​​​​17,401​​​​​44,035​​​​​65,036​​
Charles Kochka(2)
​​​​2023​​​​​—​​​​​16,534​​​​​35,485​​​​​52,019​​
​​​2022​​​​​—​​​​​16,998​​​​​34,190​​​​​51,188​​
​​​2021​​​​​346​​​​​16,966​​​​​38,577​​​​​55,889​​
​
(1)
Includes country club benefits for Christopher Annas of $41,599, $20,565 and $17,558 for 2023, 2022 and 2021 respectively.
​
(2)
Mr. Kochka retired effective 12/31/23
​
The following table sets forth information on outstanding options and stock awards held by the NEOs at December 31, 2023, including the number of shares underlying each stock option as well as the exercise price and the expiration date.

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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
​
Chris 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​​
​​​30,000​​​​​10,000​​​(a)​​​$13.18​​​​​2/25/2031​​
​​​20,000​​​​​20,000​​​(b)​​​$17.76​​​​​2/28/2032​​
​​​5,000​​​​​15,000​​​(e)​​​$10.00​​​​​11/01/2033​​
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​​
​​​13,500​​​​​4,500​​​(c)​​​$13.88​​​​​5/21/2031​​
​​​9,000​​​​​9,000​​​(d)​​​$15.92​​​​​8/22/2032​​
​​​2,500​​​​​7,500​​​(e)​​​$10.00​​​​​11/01/2033​​
Charles Kochka​​​​2,500​​​​​—​​​​​​​$9.00​​​​​11/4/2030​​
​​​9,000​​​​​3,000​​​(c)​​​$13.88​​​​​5/21/2031​​
​​​5,000​​​​​5,000​​​(d)​​​$15.92​​​​​8/22/2032​​
​
(1)
The stock options reported in the column titled “Number of Securities Underlying Unexercised Options Unexercisable” vest and become exercisable on: (a) 2/25/24; (b) 2/28/24; (c)5/21/24 (d) 8/22/24; (f) 11/1/24
​

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EXECUTIVE INCENTIVE, EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

The Corporation has entered into a written employment agreement with Mr. Annas. The term of Mr. Annas'Annas’ employment agreement is for a three (3) year period. At the end ofperiod ending on March 28, 2022. The initial term shall be extended automatically for one (1) additional day so that term, the agreement automatically renews for a three-year term unlessconstant three (3) year period shall remain in effect until such time as either Mr. Annas or the Corporation notifies the other in writing of their intent not to renew the agreement. At that time, the term shall end on the third (3rd) anniversary of the receipt of the written notice. The employment agreement provides that Mr. Annas will be paid an annual base salary of $425,000 which may be reviewed and increased by the compensation committee. In addition, the employment agreement provides that Mr. Annas is also eligible to receive performance (cash) bonuses and equity awards and will participate in the benefit programs that are provided to our employees and other executives as well as the Supplemental Executive Retirement Plan (discussed above).

Mr. Annas may terminate his employment at any time upon 90 days'days’ written notice to the Corporation. The Corporation may terminate Mr. Annas'Annas’ employment for Cause, as defined, at any time. If Mr. Annas terminates for Good Reason (for example, a material diminution in his responsibilities or a reduction in his base salary, or a requirement to relocate his office outside the five (5) county area of Bucks, Montgomery, Chester, Delaware or Philadelphia) or is terminated by the Corporation without Cause, before or after change in control, he is entitled to receive a lump sum equal to 300% of his base salary and performance bonus opportunity in effect as well as the replacement cost of any other benefits, including but not limited to medical, disability and life insurance. In the event of a change in control, payments to Mr. Annas will be reduced such that no portion ofwould include a gross-up to cover the payments will not be deductibleexcise tax under Code Section 280G.280G, if applicable. Under the employment agreement, Mr. Annas is subject to noncompetition and nonsolicitationnon-solicitation provisions that apply during the term of the employment agreement and for a period of one year following termination of employment.

The Corporation has entered into a written employment agreement with Ms. Lindsay. The term of Ms. Lindsay'sLindsay’s employment agreement is for a two (2) year period ending on JuneMay 30, 2020. At the end of that term, the agreement automatically renews for successive two-year periods unless either Ms. Lindsay or the Corporation notifies the other of their intent not to renew the agreement. The employment agreement provides that Ms. Lindsay will be paid an annual salary of $225,000 with any increase constituting an amendment to her employment agreement. In addition, the employment agreement provides that Ms. Lindsay is also eligible to receive performance (cash) bonuses and equity awards and will participate in the benefit programs that are provided to our employees and other executives as well as the Supplemental Executive Retirement Plan (discussed above).


Ms. Lindsay may terminate her employment at any time upon 90 days'days’ written notice to the Corporation. The Corporation may terminate Ms. Lindsay'sLindsay’s employment for Cause, as defined, at any time. If Ms. Lindsay terminates for Good Reason or is terminated by the Corporation without Cause, before or after change in control, she is entitled to receive a lump sum equal to 200% of her base salary and performance bonus opportunity in effect as well as the replacement cost of any other benefits, including but not limited to medical, disability and life insurance. Under the employment agreement, Ms. Lindsay is subject to noncompetitionnon-competition and nonsolicitationnon-solicitation provisions that apply during the term of the employment agreement and for a period of up to one year following termination of employment.

On July 23, 2018, the CorporationMeridian Bank (the “Bank”) entered into a change of control and non-competition agreements (each, a "CIC Agreement"agreement (a “CIC Agreement”) with each of Joseph Cafarchio, the Corporation's Chief Credit Officer and EVP, and Charlie Kochka, the Corporation'sCorporation’s Chief Lending Officer and EVP. The CIC Agreement provides that, if such executive'sexecutive’s employment with the CorporationBank or its successor is terminated (i) by the CorporationBank or its successor without cause (as defined in the CIC Agreement), excluding terminations due to such executive'sexecutive’s death or disability (as defined under the Corporation'sBank’s long-term disability plan covering employees (or, if no such plan is in place, then as determined by a physician agreement to both the CorporationBank and such executive or, if applicable, such executive'sexecutive’s legally authorized representative), (ii) by the CorporationBank or its successor as a condition to the consummation of (or entry into, provided the transaction is consummated) the change in control (as defined in the CIC Agreement) transaction, or (iii) by such executive for "good reason"“good reason” ​(as defined below) during the twenty-four (24) month period following the date that the change in control occurs, such executive shall be entitled to receive a lump sum equal to 100% of their base salary and performance bonus opportunity in effect as well as the replacement cost of any other benefits, including but not limited to medical, disability and life insurance. Under the CIC Agreement, eachthe executive is subject to noncompetitionnon-competition and nonsolicitationnon-solicitation provisions for a period of up to one year following termination of employment.



MANAGEMENT COMPENSATION

        The following table sets forth the compensation that the Corporation paid the named executive officers for the fiscal year ended December 31, 2018.


SUMMARY COMPENSATION TABLE

Name and Principal Position
 Year Salary Bonus Option
Awards(1)		 All Other
Compensation		 Total 

Christopher Annas—Chairman,

  2018 $431,904 $149,000 $32,775 $148,269 $761,948 

President and CEO of the

  2017 $425,000 $140,000 $13,919 $123,384 $702,613 

Corporation

                   

Denise Lindsay—Chief Financial

  
2018		 
$
235,997		 
$
60,000		 
$
16,388		 
$
55,388		 
$
367,773		 

Officer and EVP of the

  2017 $220,000 $55,000 $6,959 $52,453 $334,422 

Corporation

                   

Joseph Cafarchio—Chief Credit

  
2018		 
$
200,473		 
$
35,000		 
$
10,925		 
$
42,271		 
$
288,669		 

Officer and EVP of the

  2017 $190,550 $20,000 $3,245 $42,191 $255,986 

Corporation

                   

Charlie Kochka—Chief Lending

  
2018		 
$
186,683		 
$
35,000		 
$
10,925		 
$
46,223		 
$
278,831		 

Officer and EVP of the

  2017 $175,000 $20,000 $3,245 $46,833 $245,078 

Corporation

                   

Randy McGarry—Chief Information

  
2018		 
$
49,615		 
$
4,000		 
$
5,950		 
$
1,359		 
$
60,924		 

Officer and SVP of the

                   

Corporation(2)

                   

30
(1)
We calculated these amounts using
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PROPOSAL 2
NON-BINDING SAY-ON-PAY PROPOSAL TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
Pursuant to the provisions of ASC Topic 718. Amounts representDodd-Frank Act, Meridian is providing its shareholders with the aggregate grant date fair value ofopportunity to vote on an advisory (non-binding) proposal at the applicable awards in the respective years noted above. See the "Stock-Based Compensation" NoteAnnual Meeting to our consolidated financial statements set forth in our Annual Report on Form 10-K for the fiscal years ended December 31, 2018, for the assumptions made in calculating these amounts.

(2)
Amounts reflect the compensation earned by Mr. McGarry from date of hire, October 1, 2018 through December 31, 2018.

        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 this column.


2018 ALL OTHER COMPENSATION TABLE

Name
 Year Perquisites &
Other Personal
Benefits(1)
($)		 Insurance
Premiums
($)		 Company
401(k)/ESOP/
SERP Contributions
($)		 Total
($)		 

Christopher Annas

  2018  39,309  17,192  91,768  148,269 

  2017  29,947  14,972  78,465  123,384 

Denise Lindsay

  
2018		  
7,200		  
18,733		  
29,455		  
55,388		 

  2017  3,600  20,905  27,948  52,453 

Joseph Cafarchio

  2018  —  16,662  25,609  42,271 

  2017  —  17,887  24,304  42,191 

Charles Kochka

  
2018		  
—		  
19,496		  
26,727		  
46,223		 

  2017  —  21,551  25,282  46,833 

Randy McGarry

  
2018		  
—		  
1,359		  
—		  
1,359		 
(1)
Includes country club benefits for Christopher Annas of $19,809 and $15,848 for 2018 and 2017, respectively.

        The following table sets forth information on outstanding options and stock awards held by the named executive officers at December 31, 2018, including the number of shares underlying each stock option as well as the exercise price and the expiration date of each outstanding option.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

Option Awards 
Name
 Number of Securities
Underlying Unexercised
Options Exercisable
(#)		 Number of Securities
Underlying Unexercised
Options Unexercisable(1)
(#)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 

Christopher Annas

  21,000  — $12.38  7/31/24 

  7,875  — $14.29  9/30/25 

  15,750  5,250 (a) $15.24  6/15/26 

  5,000  5,000 (b) $19.00  7/27/27 

  3,750  11,250 (c) $17.80  5/24/28 

Denise Lindsay

  
7,717		  
—		 
$
11.79		  
4/1/23		 

  5,906  1,969 (a) $15.24  6/15/26 

  2,500  2,500 (b) $19.00  7/27/27 

  1,875  5,625 (c) $17.80  5/24/28 

Joseph Cafarchio

  
4,410		  
—		 
$
11.79		  
4/1/23		 

  1,575  525 (d) $15.24  3/4/26 

  1,000  1,000 (e) $19.00  5/8/27 

  1,250  3,750 (c) $17.80  5/24/28 

Charles Kochka

  
2,756		  
—		 
$
11.79		  
4/1/23		 

  787  263 (d) $15.24  3/4/26 

  1,000  1,000 (e) $19.00  5/8/27 

  1,250  3,750 (c) $17.80  5/24/28 

Randy McGarry

  
1,000		  
3,000 (f)		 
$
17.20		  
10/1/28		 
(1)
The stock options reported in the column titled "Number of Securities Underlying Unexercised Options Unexercisable" vest and become exercisable on: (a) 6/15/19; (b) 7/27/20; (c) 5/24/21; (d) 3/4/19; (e) 5/8/20; and (f) 10/1/21.


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 establishesapprove the compensation of Meridian’s NEOs for 2023 as described in the Corporation's non-employee directors. Information relatingCompensation Discussion and Analysis and the tabular disclosures of the NEOs’ compensation in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse Meridian’s executive pay program. Because the shareholder vote is not binding, the outcome of this year’s vote, or any future vote, may not be construed as overruling any decision by Meridian’s Board or the Board Compensation Committee regarding executive compensation. Meridian is providing shareholders with this opportunity pursuant to Section 14A of the Securities Exchange Act.

Shareholders voted on the frequency of this proposal at the annual meeting of shareholders held last year, with the most votes cast to hold the say-on-pay vote every year. After consideration, the board of directors agreed that shareholder say-on-pay votes be conducted annually. The board values constructive input from shareholders regarding the Corporation’s compensation philosophy, policies and practices, and believes it is important that such policies and practices are aligned with the best interests of shareholders.
As further described in the Compensation Discussion and Analysis section of this Proxy Statement, starting on Page 19, Meridian’s executive compensation philosophy and program are intended to achieve three objectives: (i) align the interests of the NEOs with shareholder interests; (ii) link the NEOs’ pay to performance and (iii) attract, motivate and retain executive talent. Meridian’s executive compensation program currently includes a mix of base salary, incentive bonus, and equity-based plans. Meridian believes that its compensation program, policies and procedures are reasonable and appropriate and compare favorably with the compensation programs, policies and procedures of its peers.
The Board recommends that shareholders, in a non-binding proposal, vote “FOR” the following proposal:
“RESOLVED, that the compensation paid to Meridian’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation of Meridian's directors during 2018 is set forth below.


DIRECTOR COMPENSATION TABLE

Director
 Fees Earned
or
Paid in Cash		 Total 

Robert M. Casciato

 $28,000 $28,000 

George C. Collier

 $21,250 $21,250 

Robert T. Holland

 $51,250 $51,250 

Edward J. Hollin

 $25,000 $25,000 

Anthony M. Imbesi

 $25,000 $25,000 

Kenneth H. Slack

 $45,000 $45,000 

        In addition to cash fees, non-employee directors were also eligible to receive compensation in the form of stock options under the Corporation's 2016 Equity Incentive Plan. No options were granted to outside directors in 2018. Directors receive periodic fees based on the following schedule:

Quarterly Fees:
 Total 

Retainer (all members)

 $4,000 

Lead Independent Director

 $3,000 

Audit Committee Chair

 $3,000 

Loan Committee Chair

 $3,000 

Compensation Committee Chair

 $2,000 

Per-Meeting Attendance Fees (non-chair):

 $750 


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The Corporation makes loans to executive officers and directorsdisclosure rules of the CorporationSEC, including the Compensation Discussion and Analysis and the Compensation Tables contained in the ordinary course of its business. These loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time the transactionthis Proxy Statement, is originated for comparable transactions with nonaffiliated persons, and do not involve more than the normal risk of collectability or present any other unfavorable features. Federal regulations prohibit the Corporation from making loans to executive officers and directors of the Corporation or the Corporation at terms more favorable than could be obtained by persons not affiliated with the Corporation or the Corporation. The Corporation's policy towards loans to executive officers and directors currently complies with this limitation. The aggregate outstanding balance of the loans to all executive officers, directors or their affiliates, at December hereby APPROVED.”

Vote Required
[MISSING IMAGE: ic_tickmark-bw.jpg] THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NON-BINDING
PROPOSAL TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

31 2018, was $3.5 million. In addition, the Corporation paid legal fees of $32 thousand to the law firm of which Mr. Hollin is a shareholder in 2018.


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CODE OF ETHICS

        The Corporation has adopted an Ethics/Conflicts of Interest Policy for its directors, officers, employees, contractors, consultants, agents and any other persons who represent Meridian Corporation in the course of business. It is intended to promote honest and ethical conduct, full, fair and accurate reporting and compliance with laws, among other matters. A copy of the Ethics/Conflicts of Interest Policy is available on our website at www.meridianbanker.com.



PROPOSAL 23

PROPOSAL TO RATIFY THE APPOINTMENT OF KPMGCROWE LLP AS THE CORPORATION'SCORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019
2024

A proposal will be presented at the Annual Meeting to ratify the appointment by the Board of Directors of KPMGCrowe LLP as the Corporation'sCorporation’s independent registered public accounting firm for the 20192024 fiscal year. KPMGCrowe LLP served as the Corporation'sCorporation’s independent registered public accounting firm in 2018.

2023 and 2022.

The Corporation'sCorporation’s Audit Committee has adopted a policy requiring that, before the Corporation'sCorporation’s independent registered public accounting firm is engaged to render audit or non-audit services, the engagement must be approved by the Corporation'sCorporation’s Audit Committee.

In the event the selection of KPMGCrowe LLP is not ratified by the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting, the appointment of the Corporation'sCorporation’s independent registered public accounting firm will be reconsidered by the Audit Committee and the Board.

Representatives of KPMGCrowe LLP will be present at the Annual Meeting and will have an opportunity to make a statement if they so desire. They will also be available to respond to appropriate questions presented at the meeting.

The following table sets forth Crowe LLP audit and KPMG LLP'sLLP tax engagement fees for the fiscal years ended December 31, 20182023 and 2017:

2022, respectively:
​​​2023​​2022​
Audit fees(1) – Crowe LLP
​​​$565,125​​​​$412,500​​
Audit-Related fees – Crowe LLP​​​​30,000​​​​​28,600​​
Total audit and audit-related fees​​​$595,125​​​​$441,100​​
Tax fees – KPMG(2)
​​​​85,000​​​​​85,000​​
Total fees​​​$680,125​​​​$526,100​​
​
 
 2018 2017 

Audit fees(1)

 $298,000 $525,000 

Audit-Related fees

  35,000  32,500 
​​​ ​ ​​ ​ ​

Audit and audit-related fees

  333,000  557,500 

Tax fees(2)

  59,190  37,000 

All other fees

  1,780  — 
​​​ ​ ​​ ​ ​

Total fees

 $393,970 $594,500 
​​​ ​ ​​ ​ ​
​​​​​​​​
​​​ ​ ​​ ​ ​
(1)
(1)
Includes professional services rendered for the audit of the Corporation'sCorporation’s annual consolidated financial statements, comfort letters, consents, quarterly reviews and consultations concerning financial accounting and reporting standards arising during the audits and statutory and regulatory audits, including out-of-pocket expenses. During the fiscal year ending December 31, 2017, KPMG LLP performed audit services related to our initial public offering.
​
(2)

(2)
Includes fees billed for the preparation of state and federal tax returns and assistance with calculating estimated tax payments.

​
Vote Required
Unless authority to vote for the ratification of the appointment of the Corporation'sCorporation’s independent registered public accounting firm is withheld, it is intended that the shares represented by the enclosed Proxy will be voted "FOR"“FOR” the ratification of the appointment of the independent registered public accounting firm.




[MISSING IMAGE: ic_tickmark-bw.jpg] THE BOARD OF DIRECTORS RECOMMENDS A VOTE “"FOR"” THE RATIFICATION OF THE APPOINTMENT OF KPMGCROWE, LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019.


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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's officers and directors and persons who own more than 10% of the Corporation's common stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% holders are required to furnish the Corporation with copies of all Section 16(a) forms they file. To the Board of Directors' knowledge, based solely on review of the copies of such reports furnished to the Corporation during the fiscal year ended December 31, 2018, no director, officer or beneficial owner of more than 10% of the Corporation's common stock failed to file on a timely basis any report required by Section 16(a) of the Exchange Act.

​​​


OTHER MATTERS

At the date of this proxy statement, the Board of Directors knows of no other business that will be conducted at the 20192024 Annual Meeting other than as described in this proxy statement. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement of the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment. If there are not sufficient votes for approval of any of the matters to be acted upon at the Annual Meeting, the Annual Meeting may be adjourned to permit the further solicitation of proxies.

Whether or not you intend to be present at this Annual Meeting, you are urged to return your proxy promptly. If you are present at this Annual Meeting and wish to vote your shares in person, your proxy may be revoked upon request.


MISCELLANEOUSMISCELLANEOUS

A copy of our 20182023 audited consolidated financial statements is included in our Form 10-K and which has been filed with the SEC. These audited consolidated financial statements are not incorporated into this proxy statement and are not considered proxy solicitation material.

Some banks, brokers and other nominee record holders may be participating in the practice of "house-holding"“house-holding” proxy statements and annual reports. This means that only one copy of the Corporation'sCorporation’s proxy statement may have been sent to multiple shareholders in your household. The Corporation will promptly deliver a separate copy of the document to you if you request one by writing or calling as follows: Corporate Secretary, 9 Old Lincoln Highway, Malvern, Pennsylvania 19355, telephone (484) 568-5000. If you want to receive separate copies of the proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

ADDITIONAL INFORMATION
A copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023, containing, among other things, financial statements examined by our independent registered public accounting firm, is made available to our shareholders concurrent with this Proxy Statement. Upon written request of any shareholder, a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023, including the financial statements and schedules, required to be filed with the SEC may be obtained, without charge, from our Corporate Secretary, 9 Old Lincoln Highway, Malvern, PA 19355. The annual report on Form 10-K for the fiscal year ended December 31, 2023 and this Proxy Statement, can also be obtained at our investor relations page at www.investor.meridianbanker.com, at the hosting site www.envisionreports.com/MRBK, from the SEC at its website, www.sec.gov, or by following the instructions on the Corporation’s Notice and Access card.

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[MISSING IMAGE: px_24meridianpxy1pg01-4c.jpg]
MMMMMMMMMMMM MMMMMMMMMMMMMMMMMMMMMMMMMMMMM C123456789 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 received by 1:00 am,a.m., (Eastern Time), on May 23, 2019.21, 2024. Online GIof ntoo welwewct.reonnviicsivoontrienpgo, rts.com/MRBK or delete QR code and control # scan the QR code — login detailsscdaenlettheeQQRRccooddeea—ndlocgoinntdroelta#ils are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/MRBK Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q1234 5678 9012 345 T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q +T A Proposals — The Board of Directors recommendsaavvooteteFFOORRaall lththeennoomminineeesslilsistetedd, ,FaOnRdPFrOoRpoPsraolpsoXsa–lsX 2anadndfo3r.every X YEARS on Proposal X. 1. To elect three (3)The election of two (2) directors as “Class B”A” directors of the Board, to serve until 2022:a three-year term expiring in 2027: 01 - Robert T. HollandM. Casciato 02 - Denise Lindsay 03 - George C. CollierChristine M. Helmig Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees 01 02 03 For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. 2. EXECUTIVE COMPENSATION PROPOSAL. A non-binding say on pay proposal to approve the compensation of the Corporation’s named executive officers (the NEOs). For Against Abstain 2.For Against Abstain 3. RATIFICATION OF INDEPENDENT AUDITOR. To ratify the appointment of KPMGCrowe, LLP, as the Corporation’s independent registered public accounting firm for 2019.the year ending December 31, 2024. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMMMMMMM C 1234567890 J N T 1 U P X 6 0 5 63 8 9 8 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 4 031J8C MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposal 2. 2019 Annual Meeting Proxy Card1234 5678 9012 345

03Y7SC

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2024 Annual Meeting Admission Ticket 20192024 Annual Meeting of Meridian Corporation Shareholders Thursday,Tuesday, May 23, 201921, 2024 at 10:00 AMa.m. Eastern Time Meridian Bank - Corporate HeadquartersOffice 9 Old Lincoln Highway, Malvern, PA 19355 Upon arrival, please present this admission ticket and photo identification at the registration desk. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.envisionreports.com/MRBK qSmall steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/MRBK IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q +ENVELOPE MERIDIAN CORPORATION Notice of 20192024 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — May 23, 2019 Joseph L. Cafarchio and21, 2024 Edward J. Carpoletti and Christopher Godshall, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Meridian Corporation to be held on May 23, 201921, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR item 2.items 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. + C Non-Voting Items MERIDIAN CORPORATION Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/MRBK

MMMMMMMMMMMM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. To elect three (3) directors as “Class B” of the Board, to serve until 2022: 01 - Robert T. Holland 02 - Denise Lindsay 03 - George C. Collier Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees 01 02 03 For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. For Against Abstain 2. To ratify the appointment of KPMG LLP as independent registered public accounting firm for 2019. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 4 1 5 6 9 8 031J9C MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposal 2. 2019 Annual Meeting Proxy Card

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.edocumentview.com/MRBK q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Notice of 2019 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — May 23, 2019 Joseph L. Cafarchio and Edward J. Carpoletti, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Meridian Corporation to be held on May 23, 2019 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR item 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) MERIDIAN CORPORATION



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NOTICE OF ANNUAL MEETING To Be Held on May 23, 2019
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING PROPOSAL 1 ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE " FOR " THE ELECTION OF THE THREE NOMINEES NAMED BELOW
EXECUTIVE OFFICERS
CORPORATE GOVERNANCE
DIRECTOR INDEPENDENCE
MEETINGS OF THE BOARD AND ITS COMMITTEES
AUDIT COMMITTEE
EXECUTIVE COMPENSATION
EQUITY INCENTIVE PLAN
SUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION PLAN
RETIREMENT PLAN—401(K)
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
INSURANCE
EXECUTIVE INCENTIVE, EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
2018 ALL OTHER COMPENSATION TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION TABLE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CODE OF ETHICS
PROPOSAL 2 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019
THE BOARD OF DIRECTORS RECOMMENDS A VOTE " FOR " THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
OTHER MATTERS
MISCELLANEOUS