Companies Mechanics Bancorp
Mechanics Bancorp (MCHB): executive pay, fiscal 2025
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CEO pay, last three years
- $1,983,469FY2024
- $6,631,568FY2025
CEO total pay was $6,631,568 in fiscal 2025, up from $1,983,469 in fiscal 2024.
FY2025: salary $1,273,881 · bonus $0 · stock awards $0 · option awards $0
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mark Mason | $1,273,881 | $0 | $0 | $0 | $1,419,382 | $0 | $3,938,305 | $6,631,568 |
| Former Chief Executive Officer | ||||||||
| William Endresen | 309,449 | 0 | 0 | 0 | 480,810 | 0 | 1,844,529 | 2,634,788 |
| Former Commercial Real Estate President, EVP | ||||||||
| John Michel | 352,002 | 0 | 0 | 0 | 497,504 | 0 | 1,683,548 | 2,533,054 |
| Former Chief Financial Officer, EVP | ||||||||
| Nathan Duda | 200,000 | 277,800 | 299,998 | 0 | 300,000 | 0 | 19,513 | 1,097,311 |
| Executive Vice President and Chief Financial Officer | ||||||||
| Scott Givans | 179,000 | 216,400 | 262,501 | 0 | 262,500 | 0 | 16,369 | 936,770 |
| Executive Vice President and Chief Credit Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Mark Mason | $6,631,568 | $1,983,469 | — | ↑ +4,648,099 |
| William Endresen | 2,634,788 | 1,141,764 | — | ↑ +1,493,024 |
| John Michel | 2,533,054 | 1,019,656 | — | ↑ +1,513,398 |
| Nathan Duda | 1,097,311 | — | — | — |
| Scott Givans | 936,770 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
We believe that our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. Our compensation program is designed to motivate our leaders to contribute to the achievement of our financial goals and to focus on long-term value creation for our shareholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pay Governance |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | False |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Nathan Duda | PSU | — | — | — | — | — | $299,998 |
| Scott Givans | PSU | — | — | — | — | — | 262,501 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Nathan Duda | $0 | $299,998 | $0 | 100.0% |
| Scott Givans | 0 | 262,501 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
No outstanding equity awards are on file for this fiscal year.
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Kenneth D. RussellIndependent · Risk (Chair) · Partial-year service | $0 | $0 | $0 | $0 | $0 | $0 |
| Mark K. MasonEmployee director · Departed during FY | 0 | 0 | 0 | — | 0 | 0 |
| Carl B. WebbEmployee director · Board Chair · Compensation · Partial-year service | 0 | 0 | 0 | — | 0 | 0 |
| Douglas DownerIndependent · Audit · Partial-year service | 25,000 | 0 | 0 | 0 | 0 | — |
| Nancy D. PellegrinoIndependent · Nominating/Governance | 127,500 | 0 | 0 | 0 | 0 | — |
| Patricia CochranIndependent · Audit (Chair) · Partial-year service | 31,700 | 0 | 0 | 0 | 0 | — |
| Jon R. WilcoxIndependent · Audit · Partial-year service | 25,000 | 0 | 0 | 0 | 0 | — |
| Adrienne Y. CroweIndependent · Compensation (Chair) · Partial-year service | 25,000 | 0 | 0 | 0 | 0 | — |
| Scott M. BoggsIndependent · Audit · Departed during FY | 112,500 | 0 | 0 | 0 | 0 | — |
| Sandra A. CavanaughIndependent · Audit · Departed during FY | 116,250 | 0 | 0 | 0 | 0 | — |
| E. Michael DownerIndependent · Nominating/Governance (Chair) · Partial-year service | 28,300 | 0 | 0 | 0 | 0 | — |
| S. Craig TompkinsIndependent · Departed during FY | 102,500 | 0 | 0 | 0 | 0 | — |
| Joanne R. HarrellIndependent · Departed during FY | 108,750 | 0 | 0 | 0 | 0 | — |
| Jim MitchellIndependent · Departed during FY | 135,000 | — | — | — | — | — |
| Jeff GreenIndependent · Departed during FY | 112,500 | — | — | — | — | — |
| Jeffrey D. GreenIndependent · Audit (Chair) · Departed during FY | 112,500 | 0 | 0 | 0 | 0 | — |
| James R. Mitchell, JrIndependent · Audit · Departed during FY | 135,000 | 0 | 0 | 0 | 0 | — |
Board fee structure and ownership guideline
| Annual cash retainer | $75,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 10,000 / 15,000 |
| Stock ownership guideline | $390,000 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $1,197,500 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $1,197,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Mechanics Bancorp as a peer
Companies that benchmark against MCHB
No companies currently name MCHB as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Mechanics Bancorp | 2025 | Mark Mason | $1,273,881 | $0 | $0 | $1,419,382 | $6,631,568 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-28 | 196,110,106 | 330,525 | 709,505 | 99.83% | Passed |
| 2025 | 2025-05-29 | 12,412,036 | 680,253 | 50,482 | 94.8% | Passed |
| 2024 | 2024-06-18 | 13,160,269 | 1,321,147 | 107,939 | 90.88% | Passed |
| 2023 | 2023-05-25 | 14,022,173 | 633,330 | 32,420 | 95.68% | Passed |
| 2022 | 2022-05-26 | 14,454,117 | 244,505 | 144,946 | 98.34% | Passed |
| 2021 | 2021-05-27 | 16,622,464 | 375,801 | 48,397 | 97.79% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-28 | 99.83%a |
| 2025 | 2025-05-29 | 94.8%b |
| 2024 | 2024-06-18 | 90.88%c |
a. Approved under the standard stated in the filing — “What is the effect of abstentions and broker non-votes? If you specify that you wish to "abstain" from voting on an item (or "abstain" from voting for a director), then your shares will not be voted on that particular item.”.
b. Approved under the standard stated in the filing — “What is the effect of abstentions and broker non-votes? If you specify that you wish to "abstain" from voting on an item (or "withhold" your vote for a director), then your shares will not be voted on that particular item.”.
c. Approved under the standard stated in the filing — “What is the effect of abstentions and broker non-votes? If you specify that you wish to "abstain" from voting on an item (or "withhold" your vote for a director), then your shares will not be voted on that particular item.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Adrienne Y. Crowe | Director | 2026-05-27 | A | 3,301 | $0 | $0 | Common | Form 4 ↗ |
| Patricia Cochran | Director | 2026-05-27 | D | 3,301 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Edward Michael Downer | Director | 2026-05-27 | D | 3,301 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Edward Michael Downer | Director | 2026-05-27 | A | 3,301 | 0 | 0 | Common | Form 4 ↗ |
| Adrienne Y. Crowe | Director | 2026-05-27 | D | 3,301 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Douglas E. Downer | Director | 2026-05-27 | A | 3,301 | 0 | 0 | Common | Form 4 ↗ |
| Jon R. Wilcox | Director | 2026-05-27 | D | 3,301 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Jon R. Wilcox | Director | 2026-05-27 | A | 3,301 | 0 | 0 | Common | Form 4 ↗ |
| Douglas E. Downer | Director | 2026-05-27 | D | 3,301 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Patricia Cochran | Director | 2026-05-27 | A | 3,301 | 0 | 0 | Common | Form 4 ↗ |
| Patricia Cochran | Director | 2026-05-28 | A | 5,513 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Adrienne Y. Crowe | Director | 2026-05-28 | A | 5,513 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Jon R. Wilcox | Director | 2026-05-28 | A | 5,513 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Nancy D. Pellegrino | Director | 2026-05-28 | A | 5,513 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Edward Michael Downer | Director | 2026-05-28 | A | 5,513 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Douglas E. Downer | Director | 2026-05-28 | A | 5,513 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Kenneth D. Russell | Director | 2026-05-28 | A | 5,513 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Edward Michael Downer | Director | 2026-06-15 | D | 2 | 15 | 30 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (50 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Mark Mason. DEF 14A, filed 2026-04-16. Section “Summary Compensation Table”. As printed: 6,631,568. View filing ↗
- Section 01, William Endresen. DEF 14A, filed 2026-04-16. Section “Summary Compensation Table”. As printed: 2,634,788. View filing ↗
- Section 01, John Michel. DEF 14A, filed 2026-04-16. Section “Summary Compensation Table”. As printed: 2,533,054. View filing ↗
- Section 01, Nathan Duda. DEF 14A, filed 2026-04-16. Section “Summary Compensation Table”. As printed: 1,097,311. View filing ↗
- Section 01, Scott Givans. DEF 14A, filed 2026-04-16. Section “Summary Compensation Table”. As printed: 936,770. View filing ↗
- Section 03, Nathan Duda PSU. DEF 14A, filed 2026-04-16. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Scott Givans PSU. DEF 14A, filed 2026-04-16. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. 10-K, filed 2026-03-17. Section “CEO Pay Ratio”. As printed: —. View filing ↗
- Section 08, Kenneth D. Russell. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Mark K. Mason. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Carl B. Webb. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Douglas Downer. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Nancy D. Pellegrino. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Patricia Cochran. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Jon R. Wilcox. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Adrienne Y. Crowe. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Scott M. Boggs. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Sandra A. Cavanaugh. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, E. Michael Downer. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, S. Craig Tompkins. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Joanne R. Harrell. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Jim Mitchell. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Jeff Green. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Jeffrey D. Green. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, James R. Mitchell, Jr. DEF 14A, filed 2026-04-16. Section “Director Compensation”. As printed: —. View filing ↗
- Section 02, Adrienne Y. Crowe 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Patricia Cochran 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Edward Michael Downer 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Edward Michael Downer 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Adrienne Y. Crowe 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Douglas E. Downer 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jon R. Wilcox 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jon R. Wilcox 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Douglas E. Downer 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Patricia Cochran 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Patricia Cochran 2026-05-28. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Adrienne Y. Crowe 2026-05-28. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jon R. Wilcox 2026-05-28. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Nancy D. Pellegrino 2026-05-28. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Edward Michael Downer 2026-05-28. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Douglas E. Downer 2026-05-28. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kenneth D. Russell 2026-05-28. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Edward Michael Downer 2026-06-15. Form 4, filed 2026-06-17. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-01. Item 5.07 · say-on-pay result. As reported: 99.83% (votes for as printed: 196,110,106). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-02. Item 5.07 · say-on-pay result. As reported: 94.8% (votes for as printed: 12,412,036). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-20. Item 5.07 · say-on-pay result. As reported: 90.88% (votes for as printed: 13,160,269). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 1,197,500 + equity 0 + all other 0 = 1,197,500, summed across the director compensation table rows.
- Mechanics Bancorp (subject), Section 10b CEO total. DEF 14A, filed 2026-04-16. CEO total compensation as printed in Mechanics Bancorp's own proxy. As printed: 6,631,568. View filing ↗