Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses MRBK in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named MRBK in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Christopher Annas | $622,000 | $510,000 | $264,000 | $0 | $0 | $0 | $281,997 | $1,677,997 |
| Chairman, President and Chief Executive Officer | ||||||||
| Denise Lindsay | 396,000 | 280,000 | 132,000 | 0 | 0 | 0 | 92,453 | 900,453 |
| Executive Vice President and Chief Financial Officer | ||||||||
| Clarence Martindell | 290,000 | 85,000 | 79,200 | 0 | 0 | 0 | 64,864 | 519,064 |
| Executive Vice President, Commercial Real Estate Lending | ||||||||
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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Christopher Annas | $1,677,997 | — | — | — |
| Denise Lindsay | 900,453 | — | — | — |
| Clarence Martindell | 519,064 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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 |
|---|---|---|---|---|---|---|---|---|
| Dividend-equivalent accruals | 2026-04-29 | — | 600 | — | — | 1 insider, 3 accrual rows | ||
| Edward J. Hollin | Director | 2026-04-29 | A | 200 | 14 | 2,776 | Common | Form 4 ↗ |
| Edward J. Hollin | Director | 2026-04-29 | A | 200 | 12 | 2,444 | Common | Form 4 ↗ |
| Edward J. Hollin | Director | 2026-04-29 | A | 200 | 13 | 2,600 | Common | Form 4 ↗ |
| Kenneth Thomas Warriner | Director | 2026-04-30 | A | 1,000 | 18 | 18,415 | Common | Form 4 ↗ |
| Robert T. Holland | Director | 2026-05-07 | A | 10,500 | 8 | 80,010 | Common | Form 4 ↗ |
| Robert T. Holland | Director | 2026-05-07 | D | 10,500 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Kenneth Thomas Warriner | Director | 2026-05-11 | A | 50 | 20 | 998 | Common | Form 4 ↗ |
| Kenneth Thomas Warriner | Director | 2026-05-11 | A | 1,000 | 18 | 18,000 | Common | Form 4 ↗ |
| Anthony M. Imbesi | Director | 2026-05-13 | A | 1,000 | 17 | 17,381 | Common | Form 4 ↗ |
| Christopher J. Annas | Director | 2026-06-08 | D | 42,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Christopher J. Annas | Director | 2026-06-08 | A | 42,000 | 8 | 320,040 | Common | Form 4 ↗ |
| Christopher J. Annas | Director | 2026-06-08 | D | 16,642 | 19 | 320,026 | 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.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Edward J. Hollin | Director | 2026-04-29 | D | 200 | $0 | $0 | Derivative, Class A Common | Form 4 ↗ |
| Edward J. Hollin | Director | 2026-04-29 | D | 200 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Edward J. Hollin | Director | 2026-04-29 | A | 200 | 14 | 2,776 | Common | Form 4 ↗ |
| Edward J. Hollin | Director | 2026-04-29 | A | 200 | 12 | 2,444 | Common | Form 4 ↗ |
| Edward J. Hollin | Director | 2026-04-29 | A | 200 | 13 | 2,600 | Common | Form 4 ↗ |
| Edward J. Hollin | Director | 2026-04-29 | D | 200 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Kenneth Thomas Warriner | Director | 2026-04-30 | A | 1,000 | 18 | 18,415 | Common | Form 4 ↗ |
| Robert T. Holland | Director | 2026-05-07 | A | 10,500 | 8 | 80,010 | Common | Form 4 ↗ |
| Robert T. Holland | Director | 2026-05-07 | D | 10,500 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Kenneth Thomas Warriner | Director | 2026-05-11 | A | 50 | 20 | 998 | Common | Form 4 ↗ |
| Kenneth Thomas Warriner | Director | 2026-05-11 | A | 1,000 | 18 | 18,000 | Common | Form 4 ↗ |
| Anthony M. Imbesi | Director | 2026-05-13 | A | 1,000 | 17 | 17,381 | Common | Form 4 ↗ |
| Christopher J. Annas | Director | 2026-06-08 | D | 42,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Christopher J. Annas | Director | 2026-06-08 | A | 42,000 | 8 | 320,040 | Common | Form 4 ↗ |
| Christopher J. Annas | Director | 2026-06-08 | D | 16,642 | 19 | 320,026 | Common | Form 4 ↗ |
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Denise Lindsay | OTHER | — | — | — | — | — | $132,000 |
| Clarence Martindell | OTHER | — | — | — | — | — | 79,200 |
| Christopher Annas | OTHER | — | — | — | — | — | 264,000 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Clarence Martindell | Option | 9,000 | 14.43 | — |
| Christopher Annas | Option | 30,000 | 14.43 | — |
| Denise Lindsay | Option | 15,000 | 14.43 | — |
| Christopher Annas | Option | 20,000 | 14.5 | — |
| Clarence Martindell | Option | 1,500 | 10 | — |
| Denise Lindsay | Option | 10,000 | 14.5 | — |
| Christopher Annas | Option | 5,000 | 10 | — |
| Clarence Martindell | Option | 6,000 | 14.5 | — |
| Denise Lindsay | Option | 2,500 | 10 | — |
The Corporation believes that executive compensation should be structured in a way that aligns with long term shareholder value.
| CEO STI target (% of salary) | 75% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-28 | 8,212,283 | 145,547 | 6,203 | 98.26% | Passed |
| 2025 | 2025-05-22 | 7,170,396 | 967,760 | 24,206 | 88.11% | Passed |
| 2024 | 2024-05-21 | 7,964,057 | 167,326 | 591,093 | 97.94% | Passed |
| 2023 | 2023-05-25 | 7,708,981 | 66,322 | 346,871 | 99.15% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-28 | 98.26%a |
| 2025 | 2025-05-22 | 88.11%b |
| 2024 | 2024-05-21 | 97.94%c |
a. Approved under the standard stated in the filing — “The proposals being considered at the Annual Meeting are as follows: Proposal Vote Requirement Effect of Abstention Effect of Broker Non-Vote 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 as follows: Proposal Vote Recommendation 1 Electi k and the executive or, if applicable, the executive's legally authorized representative), (ii) by the Bank 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 the executive for "good reason" (as defined in the CIC) 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 one (1) times his base salary and performance and discretionary bonus opportunity in effect, the annual contribution to any then-existing Supplemental Executive Retirement Plan, as well as the replacement cost for one (1) year of any other benefits, including but not limited to medical, disability and life insurance.”.
b. Approved under the standard stated in the filing — “The proposals being considered at the Annual Meeting are as follows: Proposal Vote Requirement Effect of Abstention Effect of Broker Non-Vote 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 as follows: Proposal Vote Recommendation 1 Electi m disability plan covering employees (or, if no such plan is in place, then as determined by a physician agreement to both the Bank and the executive or, if applicable, the executive's legally authorized representative), (ii) by the Bank 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 the executive for "good reason" (as defined in the CIC) during the twelve (12) 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.”.
c. Approved under the standard stated in the filing — “NTENTS The proposals being considered at the Annual Meeting are as follows: Proposal Vote Requirement Effect of Abstention Effect of Broker Non-Vote 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 as follows: Proposal ring employees (or, if no such plan is in place, then as determined by a physician agreement to both the Bank and such executive or, if applicable, such executive's legally authorized representative), (ii) by the Bank 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" (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.”.
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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Robert T. HollandIndependent · Lead Independent Director · Audit (Chair) · Compensation · Loan · Governance and Nominating · Risk Management | $100,000 | $0 | $0 | $0 | $0 | $100,000 |
| Anthony M. ImbesiIndependent · Audit · Compensation (Chair) · Governance and Nominating · Risk Management | 78,500 | 0 | 0 | 0 | 0 | 78,500 |
| Edward J. HollinIndependent · Compensation · Loan · Governance and Nominating · Risk Management | 72,000 | 0 | 0 | 0 | 0 | 72,000 |
| Robert M. CasciatoIndependent · Loan (Chair) · Governance and Nominating · Risk Management | 68,000 | 0 | 0 | 0 | 0 | 68,000 |
| George C. CollierIndependent · Compensation · Governance and Nominating · Risk Management | 64,000 | 0 | 0 | 0 | 0 | 64,000 |
| Christine M. HelmigIndependent · Audit · Governance and Nominating · Risk Management | 64,000 | 0 | 0 | 0 | 0 | 64,000 |
| Christopher J. AnnasEmployee director · Board Chair · Loan · Risk Management | 0 | 0 | 0 | — | 0 | 0 |
| Denise LindsayEmployee director · Risk Management (Chair) | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $56,000 |
|---|---|
| Annual equity retainer | $0 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 12,000 / 12,000 / 12,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $446,500 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $446,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
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 | Meridian | 2025 | Christopher Annas | $622,000 | $264,000 | $0 | $0 | $1,677,997 |
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Christopher Annas | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “SUMMARY COMPENSATION TABLE” · page 23. As printed: 1,677,997. Filing ↗machine: t18 · r2 · c16 · span 375734–375743 |
| 2 | Section 01, Denise Lindsay | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “SUMMARY COMPENSATION TABLE” · page 23. As printed: 900,453. Filing ↗machine: t18 · r5 · c11 · span 382771–382778 |
| 3 | Section 01, Clarence Martindell | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “SUMMARY COMPENSATION TABLE” · page 23. As printed: 519,064. Filing ↗machine: t18 · r8 · c11 · span 389781–389788 |
| 4 | Section 03, Denise Lindsay OTHER | DEF 14A | — | 0001750735-26-000018 | Section “Summary Compensation Table” · grants of plan-based awards table. Filing ↗machine: t15 · r5 · c3 · span 296634–296641 |
| 5 | Section 03, Clarence Martindell OTHER | DEF 14A | — | 0001750735-26-000018 | Section “Summary Compensation Table” · grants of plan-based awards table. Filing ↗machine: t15 · r6 · c3 · span 297431–297437 |
| 6 | Section 03, Christopher Annas OTHER | DEF 14A | — | 0001750735-26-000018 | Section “Summary Compensation Table” · grants of plan-based awards table. Filing ↗machine: t15 · r4 · c3 · span 295845–295852 |
| 7 | Section 07, pay ratio | 10-K | 2026-03-13 | 0001750735-26-000009 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 8 | Section 08, Robert T. Holland | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “Director Compensation”. As printed: 100,000. Filing ↗machine: t9 · r5 · c1 · span 198290–198297 |
| 9 | Section 08, Anthony M. Imbesi | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “Director Compensation”. As printed: 78,500. Filing ↗machine: t9 · r7 · c1 · span 200031–200037 |
| 10 | Section 08, Edward J. Hollin | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “Director Compensation”. As printed: 72,000. Filing ↗machine: t9 · r6 · c1 · span 199173–199179 |
| 11 | Section 08, Robert M. Casciato | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “Director Compensation”. As printed: 68,000. Filing ↗machine: t9 · r2 · c2 · span 195662–195668 |
| 12 | Section 08, George C. Collier | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “Director Compensation”. As printed: 64,000. Filing ↗machine: t9 · r3 · c1 · span 196546–196552 |
| 13 | Section 08, Christine M. Helmig | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “Director Compensation”. As printed: 64,000. Filing ↗machine: t9 · r4 · c1 · span 197432–197438 |
| 14 | Section 08, Christopher J. Annas | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Denise Lindsay | DEF 14A | 2026-04-06 | 0001750735-26-000027 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 02, Edward J. Hollin 2026-04-29 | Form 4 | 2026-04-30 | 0001751826-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Edward J. Hollin 2026-04-29 | Form 4 | 2026-04-30 | 0001751826-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Edward J. Hollin 2026-04-29 | Form 4 | 2026-04-30 | 0001751826-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Edward J. Hollin 2026-04-29 | Form 4 | 2026-04-30 | 0001751826-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Edward J. Hollin 2026-04-29 | Form 4 | 2026-04-30 | 0001751826-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Edward J. Hollin 2026-04-29 | Form 4 | 2026-04-30 | 0001751826-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, Kenneth Thomas Warriner 2026-04-30 | Form 4 | 2026-04-30 | 0002131880-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, Robert T. Holland 2026-05-07 | Form 4 | 2026-05-08 | 0001751825-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, Robert T. Holland 2026-05-07 | Form 4 | 2026-05-08 | 0001751825-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 02, Kenneth Thomas Warriner 2026-05-11 | Form 4 | 2026-06-25 | 0002131880-26-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 26 | Section 02, Kenneth Thomas Warriner 2026-05-11 | Form 4 | 2026-06-25 | 0002131880-26-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 27 | Section 02, Anthony M. Imbesi 2026-05-13 | Form 4 | 2026-05-14 | 0001751807-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 28 | Section 02, Christopher J. Annas 2026-06-08 | Form 4 | 2026-06-10 | 0001751789-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 29 | Section 02, Christopher J. Annas 2026-06-08 | Form 4 | 2026-06-10 | 0001751789-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 30 | Section 02, Christopher J. Annas 2026-06-08 | Form 4 | 2026-06-10 | 0001751789-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 31 | Section 06, 2026 vote | Form 8-K | 2026-05-29 | 0001750735-26-000053 | Item 5.07 · say-on-pay result. As reported: 98.26% (votes for as printed: 8,212,283). Filing ↗ |
| 32 | Section 06, 2025 vote | Form 8-K | 2025-05-22 | 0001750735-25-000047 | Item 5.07 · say-on-pay result. As reported: 88.11% (votes for as printed: 7,170,396). Filing ↗ |
| 33 | Section 06, 2024 vote | Form 8-K | 2024-05-21 | 0001750735-24-000049 | Item 5.07 · say-on-pay result. As reported: 97.94% (votes for as printed: 7,964,057). Filing ↗ |
| 34 | Section 09b board cost (computed) | Computed | — | computed | Cash 446,500 + equity 0 + all other 0 = 446,500, summed across the director compensation table rows.machine: formula: Σ = 446,500 |
| 35 | Meridian (subject), Section 10b CEO total | DEF 14A | 2026-04-06 | 0001750735-26-000027 | CEO total compensation as printed in Meridian's own proxy. As printed: 1,677,997. Filing ↗machine: t18 · r2 · c16 · span 375734–375743 |