UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
9 Old Lincoln Highway
Malvern, PA 19355
NOTICE OF ANNUAL MEETING
To Be Held on June 11, 202017, 2021
Michael Curry, Corporate Secretary Malvern, Pennsylvania April 30, 2021 | ||
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be Held on June 11, 2020
17, 2021
simply complete, sign, and return your proxy card. You may also vote by telephone or electronically via the internet. We provided 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, 2019,2020, available electronically to
30, 2021.
2021.
matter. The shareholders present 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.
“Class A” 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.
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 29, 2020.31, 2021. 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.
How can I find out the results of the voting at the Annual Meeting?
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) | | | Percentage of Class(2) | | ||||||
Christopher J. Annas(3) | | | | | 235,064 | | | | | | 3.81% | | |
Joseph L. Cafarchio | | | | | 20,725 | | | | | | 0.34% | | |
Robert M. Casciato | | | | | 82,129 | | | | | | 1.33% | | |
George C. Collier | | | | | 31,193 | | | | | | 0.51% | | |
Robert T. Holland | | | | | 34,301 | | | | | | 0.56% | | |
Edward J. Hollin | | | | | 23,788 | | | | | | 0.39% | | |
Anthony M. Imbesi(4) | | | | | 185,182 | | | | | | 3.00% | | |
Charles D. Kochka | | | | | 17,225 | | | | | | 0.28% | | |
Denise Lindsay | | | | | 52,615 | | | | | | 0.85% | | |
Randy J. McGarry | | | | | 5,500 | | | | | | 0.09% | | |
Kenneth H. Slack | | | | | 33,222 | | | | | | 0.54% | | |
Meridian Corporation Employee Stock Ownership Plan | | | | | 105,735 | | | | | | 1.71% | | |
Current Directors, Nominees & Executive Officer as a Group (11 persons) | | | | | 826,679 | | | | | | 13.40% | | |
Principal Shareholders (not otherwise named above) | | | | | | | | | | | | | |
The Banc Funds Company, LLC(5) | | | | | 515,155* | | | | | | 8.35% | | |
Ategra Capital Management(6) | | | | | 428,111* | | | | | | 6.94% | | |
Vanguard Group, Inc.(7) | | | | | 309,851* | | | | | | 5.02% | | |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1)(2) | Percentage of Class(2) | |||||
---|---|---|---|---|---|---|---|
Christopher J. Annas | 278,272 | 3.99 | % | ||||
Joseph L. Cafarchio | 17,804 | 0.21 | % | ||||
Robert M. Casciato | 78,854 | 1.12 | % | ||||
George C. Collier | 28,043 | 0.14 | % | ||||
Robert T. Holland | 28,951 | 0.41 | % | ||||
Edward J. Hollin | 23,638 | 0.35 | % | ||||
Anthony M. Imbesi(3) | 184,532 | 2.86 | % | ||||
Charles D. Kochka | 14,189 | 0.16 | % | ||||
Denise Lindsay | 46,166 | 0.59 | % | ||||
Randy J. McGarry | 3,250 | 0.03 | % | ||||
Kenneth H. Slack | 33,072 | 0.50 | % | ||||
Meridian Corporation Employee Stock Ownership Plan | 36,619 | 0.60 | % | ||||
Current Directors, Nominees & Executive Officer as a Group (11 persons) | 773,390 | 12.69 | % | ||||
Principal Shareholders (not otherwise named above) | |||||||
The Banc Funds Company, LLC(4) | 559,964 | * | 9.19 | % | |||
Basswood Capital Management(5) | 412,433 | * | 6.77 | % | |||
Ategra Capital Management(6) | 384,712 | * | 6.31 | % |
2024:
Edward J. Hollin (Age 66)—Mr. Hollin is 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 homebuilders and commercial real estate developers in the country, as well as a variety of financial institutions and entrepreneurs. Mr. Hollin serves on boards and
committees of several local organizations, including the Delaware Valley Chapter of the Cystic Fibrosis Foundation, the Chester County Industrial and Investment Council, and is solicitor for and a member of the executive committee of South Eastern Economic Development Company of Pennsylvania, a non-profit SBA certified development company. Mr. Hollin has served as a director of the Corporation since 2004. The Board believes that Mr. Hollin's legal background, combined with his knowledge of the real estate industry, gives him the qualifications and skills to serve as a Meridian Corporation director.
Anthony M. Imbesi (Age 46)—Mr. Imbesi is Vice President of Patriarch Management, a private real estate investment firm which owns, manages, and develops commercial real estate. He also is a member of the Drexel Lebow School Finance Advisory Council. In addition, Mr. Imbesi is a trustee for the Patriarch Family Foundation, which supports education, health, and well-being in the Delaware Valley. Mr. Imbesi is a graduate of Villanova University and received his MBA from Drexel University. Mr. Imbesi has served as a director of the Corporation since 2005. The Board believes that Mr. Imbesi's business experience and his knowledge of the real estate development industry, along with his years of service as a director provides him the qualifications and skills to serve as a Meridian Corporation director.
Directors Continuing in Office
Robert M. Casciato (Age 68)—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.
George C. Collier (Age 73)74)—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.
including his financial accounting background and experience, provides the qualifications and skills for him to serve as a Meridian Corporation director.
Kenneth H. Slack (Age 77)—Mr. Slack is a recently retired partner of Stephano Slack LLC, a public accounting firm that provides both local and international clients with financial reporting, tax and business advisory services. Mr. Slack has been in public accounting in the West Chester area for more than 30 years. 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 he was a past Treasurer. He is a member of the AICPA, PICPA and FICPA. Mr. Slack has served as a director of the Corporation since 2004. The Board believes that Mr. Slack's expertise in financial matters and industry knowledge, 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.
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.
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. 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, between February 11, 202117, 2022 and March 13, 202119, 2022 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 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 by shareholders will be evaluated on the same basis as candidates recommended by the independent directors. The Governance & Nominating Committee is comprised of members who satisfy the applicable independence requirements of Nasdaq.
All current directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors (held for the period for which he or she has served as a director) 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).
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 compensatory fee from the Corporation. Applying these standards, the Board of Directors has determined that all the directors on the Audit Committee are independent.
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, 2019,2020, for filing with the SEC.
Kenneth H. Slack, Chairman Robert T. Holland Anthony M. Imbesi |
2020.
Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Option Awards(1) | | | All Other Compensation | | | Total | | ||||||||||||||||||
Christopher Annas—Chairman, | | | | | 2020 | | | | | $ | 465,000 | | | | | $ | 380,000 | | | | | $ | 75,045 | | | | | $ | 149,208 | | | | | $ | 1,069,253 | | |
President and CEO of the Corporation | | | | | 2019 | | | | | $ | 450,000 | | | | | $ | 275,000 | | | | | $ | 73,425 | | | | | $ | 139,148 | | | | | $ | 937,573 | | |
Denise Lindsay—Chief Financial | | | | | 2020 | | | | | $ | 259,900 | | | | | $ | 130,000 | | | | | $ | 37,523 | | | | | $ | 63,302 | | | | | $ | 490,725 | | |
Officer and EVP of the Corporation | | | | | 2019 | | | | | $ | 251,500 | | | | | $ | 80,000 | | | | | $ | 36,713 | | | | | $ | 55,481 | | | | | $ | 423,694 | | |
Joseph Cafarchio—Chief | | | | | 2020 | | | | | $ | 238,700 | | | | | $ | 46,000 | | | | | $ | 25,015 | | | | | $ | 53,296 | | | | | $ | 363,011 | | |
Credit Officer and EVP of the Corporation | | | | | 2019 | | | | | $ | 231,000 | | | | | $ | 35,000 | | | | | $ | 24,475 | | | | | $ | 49,827 | | | | | $ | 340,302 | | |
Charlie Kochka—Chief Lending | | | | | 2020 | | | | | $ | 226,600 | | | | | $ | 30,000 | | | | | $ | 25,015 | | | | | $ | 57,639 | | | | | $ | 339,254 | | |
Officer and EVP of the Corporation | | | | | 2019 | | | | | $ | 222,000 | | | | | $ | 25,000 | | | | | $ | 14,685 | | | | | $ | 51,807 | | | | | $ | 313,492 | | |
Randy McGarry—Chief Information | | | | | 2020 | | | | | $ | 221,500 | | | | | $ | 45,000 | | | | | $ | 15,009 | | | | | $ | 40,657 | | | | | $ | 322,166 | | |
Officer and EVP of the Corporation | | | | | 2019 | | | | | $ | 215,000 | | | | | $ | 10,000 | | | | | $ | 4,895 | | | | | $ | 27,731 | | | | | $ | 257,626 | | |
Name and Principal Position | Year | Salary | Bonus | Option Awards(1) | All Other Compensation | Total | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Christopher Annas—Chairman, | 2019 | $ | 450,000 | $ | 275,000 | $ | 73,425 | $ | 139,148 | $ | 937,573 | ||||||||
President and CEO of the Corporation | 2018 | $ | 431,904 | $ | 149,000 | $ | 82,800 | $ | 148,269 | $ | 811,973 | ||||||||
Denise Lindsay—Chief Financial | 2019 | $ | 251,500 | $ | 80,000 | $ | 36,713 | $ | 55,481 | $ | 423,694 | ||||||||
Officer and EVP of the Corporation | 2018 | $ | 235,997 | $ | 60,000 | $ | 41,400 | $ | 55,388 | $ | 392,785 | ||||||||
Joseph Cafarchio—Chief | 2019 | $ | 231,000 | $ | 35,000 | $ | 24,475 | $ | 49,827 | $ | 340,302 | ||||||||
Credit Officer and EVP of the Corporation | 2018 | $ | 200,473 | $ | 35,000 | $ | 27,600 | $ | 42,271 | $ | 305,344 | ||||||||
Charlie Kochka—Chief Lending | 2019 | $ | 222,000 | $ | 25,000 | $ | 14,685 | $ | 51,807 | $ | 313,492 | ||||||||
Officer and EVP of the Corporation | 2018 | $ | 186,683 | $ | 35,000 | $ | 27,600 | $ | 46,223 | $ | 295,506 | ||||||||
Randy McGarry—Chief Information | 2019 | $ | 215,000 | $ | 10,000 | $ | 4,895 | $ | 27,731 | $ | 257,626 | ||||||||
Officer and SVP of the Corporation(2) | 2018 | $ | 49,615 | $ | 4,000 | $ | 20,400 | $ | 1,359 | $ | 75,374 |
Name | | | Year | | | Perquisites & Other Personal Benefits(1) ($) | | | Insurance Premiums ($) | | | Company 401(k)/ESOP/ SERP Contributions ($) | | | Total ($) | | | |||||||||||||||||
Christopher Annas | | | | | 2020 | | | | | | 31,700 | | | | | | 20,648 | | | | | | 96,860 | | | | | | 149,208 | | | | ||
| | | | | 2019 | | | | | | 32,636 | | | | | | 18,808 | | | | | | 87,704 | | | | | | 139,148 | | | | ||
Denise Lindsay | | | | | 2020 | | | | | | 3,600 | | | | | | 19,500 | | | | | | 40,202 | | | | | | 63,302 | | | | ||
| | | | | 2019 | | | | | | 5,105 | | | | | | 19,643 | | | | | | 30,733 | | | | | | 55,481 | | | | ||
Joseph Cafarchio | | | | | 2020 | | | | | | — | | | | | | 17,996 | | | | | | 35,300 | | | | | | 53,296 | | | | ||
| | | | | 2019 | | | | | | 1,826 | | | | | | 17,923 | | | | | | 30,078 | | | | | | 49,827 | | | | ||
Charles Kochka | | | | | 2020 | | | | | | 355 | | | | | | 19,698 | | | | | | 37,586 | | | | | | 57,639 | | | | ||
| | | | | 2019 | | | | | | 354 | | | | | | 20,475 | | | | | | 30,978 | | | | | | 51,807 | | | | ||
Randy McGarry | | | | | 2020 | | | | | | — | | | | | | 18,765 | | | | | | 21,892 | | | | | | 40,657 | | | | ||
| | | | | 2019 | | | | | | — | | | | | | 17,606 | | | | | | 10,125 | | | | | | 27,731 | | | | | |
Name | Year | Perquisites & Other Personal Benefits(1) ($) | Insurance Premiums ($) | Company 401(k)/ESOP/ SERP Contributions ($) | Total ($) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Christopher Annas | 2019 | 32,636 | 18,808 | 87,704 | 139,148 | |||||||||||
2018 | 39,309 | 17,192 | 91,768 | 148,269 | ||||||||||||
Denise Lindsay | 2019 | 5,105 | 19,643 | 30,733 | 55,481 | |||||||||||
2018 | 7,200 | 18,733 | 29,455 | 55,388 | ||||||||||||
Joseph Cafarchio | 2019 | 1,826 | 17,923 | 30,078 | 49,827 | |||||||||||
2018 | — | 16,662 | 25,609 | 42,271 | ||||||||||||
Charles Kochka | 2019 | 354 | 20,475 | 30,978 | 51,807 | |||||||||||
2018 | — | 19,496 | 26,727 | 46,223 | ||||||||||||
Randy McGarry | 2019 | — | 17,606 | 10,125 | 27,731 | |||||||||||
2018 | — | 1,359 | — | 1,359 |
Option Awards | | ||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | ||||||||||||
Chris Annas | | | | | 21,000 | | | | | | — | | | | | $ | 12.38 | | | | | | 7/31/2024 | | |
| | | | | 7,875 | | | | | | — | | | | | $ | 14.29 | | | | | | 9/30/2025 | | |
| | | | | 21,000 | | | | | | — | | | | | $ | 15.24 | | | | | | 6/15/2026 | | |
| | | | | 10,000 | | | | | | — | | | | | $ | 19.00 | | | | | | 7/27/2027 | | |
| | | | | 11,250 | | | | | | 3,750(a) | | | | | $ | 17.80 | | | | | | 5/24/2028 | | |
| | | | | 7,500 | | | | | | 7,500(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 3,750 | | | | | | 11,250(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Denise Lindsay | | | | | 7,000 | | | | | | — | | | | | $ | 11.79 | | | | | | 4/1/2023 | | |
| | | | | 7,875 | | | | | | — | | | | | $ | 15.24 | | | | | | 6/15/2026 | | |
| | | | | 5,000 | | | | | | — | | | | | $ | 19.00 | | | | | | 7/27/2027 | | |
| | | | | 5,625 | | | | | | 1,875(a) | | | | | $ | 17.80 | | | | | | 5/24/2028 | | |
| | | | | 3,750 | | | | | | 3,750(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 1,875 | | | | | | 5,625(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Joseph Cafarchio | | | | | 4,410 | | | | | | — | | | | | $ | 11.79 | | | | | | 4/1/2023 | | |
| | | | | 2,100 | | | | | | — | | | | | $ | 15.24 | | | | | | 3/4/2026 | | |
| | | | | 2,000 | | | | | | — | | | | | $ | 19.00 | | | | | | 5/8/2027 | | |
| | | | | 3,750 | | | | | | 1,250(a) | | | | | $ | 17.80 | | | | | | 5/24/2028 | | |
| | | | | 2,500 | | | | | | 2,500(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 1,250 | | | | | | 3,750(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Charles Kochka | | | | | 689 | | | | | | — | | | | | $ | 11.79 | | | | | | 4/1/2023 | | |
| | | | | 1,050 | | | | | | — | | | | | $ | 15.24 | | | | | | 6/15/2026 | | |
| | | | | 2,000 | | | | | | — | | | | | $ | 19.00 | | | | | | 5/8/2027 | | |
| | | | | 3,750 | | | | | | 1,250(a) | | | | | $ | 17.80 | | | | | | 5/24/2028 | | |
| | | | | 1,500 | | | | | | 1,500(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 1,250 | | | | | | 3,750(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Randy McGarry | | | | | 3,000 | | | | | | 1,000(d) | | | | | $ | 17.20 | | | | | | 10/1/2028 | | |
| | | | | 500 | | | | | | 500(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 750 | | | | | | 2,250(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Option Awards | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | |||||||||
Chris Annas | 21,000 | — | $ | 12.38 | 7/31/24 | ||||||||
7,875 | — | $ | 14.29 | 9/30/25 | |||||||||
21,000 | — | $ | 15.24 | 6/15/26 | |||||||||
7,500 | 2,500 | (b) | $ | 19.00 | 7/27/27 | ||||||||
7,500 | 7,500 | (c) | $ | 17.80 | 5/24/28 | ||||||||
3,750 | 11,250 | (a) | $ | 17.01 | 6/3/29 | ||||||||
Denise Lindsay | 7,000 | — | $ | 11.79 | 4/1/23 | ||||||||
7,875 | — | $ | 15.24 | 6/15/26 | |||||||||
3,750 | 1,250 | (b) | $ | 19.00 | 7/27/27 | ||||||||
3,750 | 3,750 | (c) | $ | 17.80 | 5/24/28 | ||||||||
1,875 | 5,625 | (a) | $ | 17.01 | 6/3/29 | ||||||||
Joseph Cafarchio | 4,410 | — | $ | 11.79 | 4/1/23 | ||||||||
2,100 | — | $ | 15.24 | 3/4/26 | |||||||||
1,500 | 500 | (d) | $ | 19.00 | 5/8/27 | ||||||||
2,500 | 2,500 | (c) | $ | 17.80 | 5/24/28 | ||||||||
1,250 | 3,750 | (a) | $ | 17.01 | 6/3/29 | ||||||||
Charles Kochka | 1,378 | — | $ | 11.79 | 4/1/23 | ||||||||
1,050 | — | $ | 15.24 | 3/4/26 | |||||||||
1,500 | 500 | (d) | $ | 19.00 | 5/8/27 | ||||||||
2,500 | 2,500 | (c) | $ | 17.80 | 5/24/28 | ||||||||
750 | 2,250 | (a) | $ | 17.01 | 6/3/29 | ||||||||
Randy McGarry | 2,000 | 2,000 | (e) | $ | 17.20 | 10/1/28 | |||||||
250 | 750 | (a) | $ | 17.01 | 6/3/29 |
Set forth below is a description of our compensation program for the named executive officers and an explanation and analysis of the material elements of their compensation.
Meridian
term shall be extended automatically for one (1) additional day so that a constant 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).
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, each is subject to noncompetition and nonsolicitationnon-solicitation provisions for a period of up to one year following termination of employment.
Director | | | Fees Earned or Paid in Cash | | | Option Awards(1) | | | Total | | |||||||||
Robert M. Casciato | | | | $ | 28,000 | | | | | $ | 2,037 | | | | | $ | 30,037 | | |
George C. Collier | | | | $ | 18,250 | | | | | $ | 2,037 | | | | | $ | 20,287 | | |
Robert T. Holland | | | | $ | 49,750 | | | | | $ | 2,037 | | | | | $ | 51,787 | | |
Edward J. Hollin | | | | $ | 25,000 | | | | | $ | 2,037 | | | | | $ | 27,037 | | |
Anthony M. Imbesi | | | | $ | 28,750 | | | | | $ | 2,037 | | | | | $ | 30,787 | | |
Kenneth H. Slack | | | | $ | 43,000 | | | | | $ | 2,037 | | | | | $ | 45,037 | | |
Director | Fees Earned or Paid in Cash | Option Awards(1) | Total | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Robert M. Casciato | $ | 28,000 | $ | 564 | $ | 28,564 | ||||
George C. Collier | $ | 19,000 | $ | 564 | $ | 21,814 | ||||
Robert T. Holland | $ | 47,500 | $ | 564 | $ | 51,814 | ||||
Edward J. Hollin | $ | 25,000 | $ | 564 | $ | 25,564 | ||||
Anthony M. Imbesi | $ | 24,250 | $ | 564 | $ | 25,564 | ||||
Kenneth H. Slack | $ | 43,000 | $ | 564 | $ | 45,564 |
Quarterly Fees: | | | | | | | |
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 | | |
Quarterly Fees: | | |||
---|---|---|---|---|
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 |
December 31, 2019,2020, was $3.7$3.3 million. In addition, the Corporation paid legal fees of $16$8 thousand to the law firm of which Mr. Hollin is a shareholder in 2019.
2020.
| | | 2020 | | | 2019 | | ||||||
Audit fees(1)—Crowe LLP | | | | $ | 303,842 | | | | | $ | — | | |
Audit fees(1)—KPMG LLP | | | | | 111,424 | | | | | | 532,247 | | |
Audit-Related fees—Crowe LLP | | | | | 25,000 | | | | | | — | | |
Audit-Related fees—KPMG LLP(1) | | | | | 10,000 | | | | | | 35,000 | | |
Total audit and audit-related fees | | | | | 450,266 | | | | | | 570,247 | | |
Tax fees—KPMG(2) | | | | | 47,750 | | | | | | 44,500 | | |
All other fees | | | | | 1,780 | | | | | | 1,780 | | |
Total fees | | | | $ | 499,796 | | | | | $ | 616,527 | | |
| 2019 | 2018 | |||||
---|---|---|---|---|---|---|---|
Audit fees(1) | $ | 532,247 | $ | 343,000 | |||
Audit-Related fees | 35,000 | 35,000 | |||||
| | | | | | | |
Audit and audit-related fees | 570,247 | 378,000 | |||||
Tax fees(2) | 44,500 | 59,190 | |||||
All other fees | 1,780 | 1,780 | |||||
| | | | | | | |
Total fees(3) | $ | 616,527 | $ | 438,970 | |||
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