Jason Sondhi
FIRST MERCHANTSAbout Jason R. Sondhi
Jason R. Sondhi, age 41, has served as an independent director of First Merchants Corporation since 2022. He is the founder and CEO of EXOS Companies, an IT consulting and staffing firm, and was added to the Board to provide technology and cybersecurity expertise . He is active in community service, including boards at Weaver Popcorn and St. Vincent Foundation, and philanthropic initiatives such as IT Equipment Round UP and Jingle Books .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EXOS Companies | Founder & CEO | Not disclosed | Built multi-market IT consulting/staffing firm; recognized by Inc. 5000 and IBJ Fastest Growing Companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weaver Popcorn | Director | Not disclosed | Board service |
| St. Vincent Foundation | Director | Not disclosed | Board service |
| Park Tudor Alumni Board | Board member | Not disclosed | Community engagement |
| Weaver Popcorn Fundraising | Board member | Not disclosed | Community-focused fundraising and technology support |
Board Governance
| Area | Details |
|---|---|
| Committee memberships | Audit Committee (members: Becher—Chair, Kellogg, Sondhi, Wojtowicz) — met 7 times in 2024 ; Risk & Credit Policy Committee (members: Halderman—Chair, Chiang, Fehring, Rechin, Sondhi) — met 8 times in 2024 |
| Independence | Board determined Sondhi is an independent director under Nasdaq Listing Rule 5605(a)(2); Audit Committee members meet Rule 10A-3(b)(1) independence |
| Attendance | In 2024, the Board held 6 meetings (including a two-day retreat); no director attended fewer than 75% of Board and committee meetings on which he/she served; all directors attended the 2024 Annual Meeting |
| Cybersecurity oversight | Board receives quarterly cybersecurity reports via Risk & Credit Policy Committee; Sondhi added to provide cybersecurity expertise; annual training, tabletop drills, cyber insurance; SEC-aligned incident reporting |
| Engagement | Shareholders can email [email protected] or mail to Board; communications forwarded to Chair and CEO |
| Governance policies | Corporate Governance Guidelines and Code of Conduct on website; policies include ethics, integrity, clawback for executive comp, director stock ownership, hedging/pledging prohibitions |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual retainer (non-employee director) | $140,000 |
| Committee membership fee — Risk & Credit Policy Committee (member) | $5,000 |
| Committee membership fee — Audit Committee (member) | $5,000 |
| Fees Earned or Paid in Cash (reported) | $56,294 |
| All Other Compensation (dividends on restricted shares) | $6,843 |
Notes:
- Directors do not receive separate meeting fees; compensation is paid quarterly .
- Reported cash reflects policy to pay 37.5% of director compensation in cash and 62.5% in restricted stock under the ECPND .
Performance Compensation
| Component (2024) | Value/Terms |
|---|---|
| Stock Awards (grant-date fair value reported) | $93,705 |
| Quarterly restricted stock grant prices | Mar 31: $34.90/share; Jun 30: $33.29/share; Sep 30: $37.20/share; Dec 31: $39.89/share |
| Unvested restricted shares (FY-end) | 6,495 |
| Options outstanding (FY-end) | 0 |
| ECPND vesting schedule | Restrictions lapse at earliest of: third anniversary, director retirement, death/disability, or change of control; forfeiture if service ends before lapse |
| Equity/cash mix policy | 62.5% of non-employee director compensation payable in restricted shares; 37.5% in cash (since Jan 1, 2015) |
Performance metrics table (directors): Not applicable — the Company does not tie non-employee director compensation to operational or financial performance metrics; equity is time-based restricted stock .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit boards | Weaver Popcorn; St. Vincent Foundation; Weaver Popcorn Fundraising; Park Tudor Alumni Board |
| Interlocks with FRME stakeholders | None disclosed; Board affirmed independence; related-party service disclosures apply to Halderman’s entities, not Sondhi |
Expertise & Qualifications
- Technology and cybersecurity expertise; added to Board to strengthen cyber oversight .
- Founder/CEO experience with scaling an IT consulting/staffing firm; recognized by IBJ Fastest Growing Companies and Inc. 5000 .
- Community leadership and philanthropic initiatives (Round UP, Jingle Books) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Record Date) | 6,971 shares; <1% of outstanding |
| Unvested restricted shares (12/31/2024) | 6,495 |
| Options — exercisable/unexercisable | 0/0 |
| Shares pledged as collateral | Prohibited by policy (directors may not pledge; hedging also prohibited) |
| Director ownership guideline | Required to hold at least 3× total annual director compensation; expected within 6 years of election; all current directors have met or are on course |
Historical snapshot:
- 2024 proxy: Sondhi beneficially owned 4,361 shares, including 3,903 restricted shares and 458 held by spouse .
Governance Assessment
- Board effectiveness: Dual committee membership (Audit; Risk & Credit) plus explicit cybersecurity remit strengthens oversight of financial reporting, ethics, and enterprise risk; committee independence meets SEC/Nasdaq standards .
- Independence and conflicts: Board affirmed Sondhi’s independence; no related-party transactions requiring disclosure cited for Sondhi; hedging/pledging bans support alignment .
- Attendance and engagement: Met Board’s attendance threshold; all directors attended the 2024 Annual Meeting; shareholder communication channels are open .
- Compensation structure signals: Heavy equity (restricted stock) via ECPND (62.5%) and time-based vesting promote long-term alignment; no option grants since 2015 for directors; dividends on restricted shares disclosed .
- Ownership alignment: Beneficial ownership increased year-over-year; clear ownership guideline (3× compensation) with course-to-compliance statement; pledging and hedging prohibited .
Red flags:
- None disclosed specific to Sondhi (no related-party transactions, no late Section 16 filings noted for him) .
- Monitoring point: EXOS Companies is in IT services; while no transactions are disclosed, continued monitoring for potential vendor relationships is prudent given Sondhi’s cyber/technology role .
Director Compensation (Detail for 2024)
| Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Jason R. Sondhi | $56,294 | $93,705 | $6,843 | $156,843 |
Additional 2024 compensation context:
- Retainer: $140,000 (non-employee directors) .
- Membership fees: $5,000 for Risk & Credit Policy Committee; $5,000 for Audit Committee (applies to Sondhi) .
- Quarterly grant prices: $34.90 (Mar 31), $33.29 (Jun 30), $37.20 (Sep 30), $39.89 (Dec 31) .
- Unvested awards at FY-end: Sondhi 6,495 shares .
- Options outstanding at FY-end (directors): Sondhi 0 .
Insider Trading Compliance
| Director | 2024 Section 16(a) Status |
|---|---|
| Jason R. Sondhi | No delinquent filings noted in 2024; only Halderman reported a late family-member Form 4 in Feb 2025 |