Kevin Johnson
FIRST MERCHANTSAbout Kevin D. Johnson
Kevin D. Johnson, age 60, has served as an independent director of First Merchants Corporation since 2022. He is President and CEO of the Detroit Economic Growth Corporation (DEGC) since June 2018, and holds a B.S. in Political Science and Pre-Law from South Carolina State University; he is a Certified Economic Developer and has been recognized among the Top 50 Economic Developers in 2019. His background centers on public-private economic development, small-business banking needs in low-to-moderate income areas, and large-scale investment attraction (e.g., instrumental in the $4.5B Stellantis investment in Detroit).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Detroit Economic Growth Corporation (DEGC) | President & CEO | June 2018–present | Led citywide inclusive economic development; business attraction/retention; small-business growth |
| Invest Atlanta | Led city economic development | Not disclosed | Helped create jobs and billions in capital investment |
| Caswell County (NC) Municipal Government | Assistant County Manager & Director of Economic Development | Not disclosed | Early career public-sector economic development leadership |
| Athens Area Chamber of Commerce | President | Not disclosed | Regional business leadership |
| Greater Phoenix Economic Council | VP, Business Development | Not disclosed | Regional business attraction |
| Research Triangle Foundation (NC) | VP, Business Development | Not disclosed | Innovation ecosystem development |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| International Economic Development Council | Member | Not disclosed |
| Downtown Detroit Partnership | Director | Not disclosed |
| Detroit Riverfront Conservancy | Director | Not disclosed |
| Tech Town (Detroit) | Director | Not disclosed |
| Economic Development Leaders of Michigan | Director | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Johnson an independent director under Nasdaq Listing Rule 5605(a)(2) |
| Committee Assignments (2024) | Nominating & Governance Committee member (committee: Brooks—Chair; Becher; Johnson; Wojtowicz) — met 2 times |
| Audit Committee | Members: Becher—Chair; Kellogg; Sondhi; Wojtowicz — Mr. Johnson not listed |
| Risk & Credit Policy Committee | Members: Halderman—Chair; Chiang; Fehring; Rechin; Sondhi — Mr. Johnson not listed |
| Compensation & Human Resources Committee | Members: Wojtowicz—Chair; Fisher; Kellogg; Lehman — Mr. Johnson not listed |
| Board Meetings & Attendance | Board held 6 meetings (incl. 2-day retreat); no director attended <75% of Board+committee meetings; all directors attended 2024 Annual Meeting |
| Leadership Structure | Independent Board Chair (Wojtowicz), separate from CEO; regular executive sessions; risk oversight distributed across committees |
Fixed Compensation
- Annual director retainer: $140,000; no separate meeting fees; paid quarterly in arrears .
- Additional chair/member fees are paid for certain committees; none disclosed for Mr. Johnson in 2024 (he is a Nominating & Governance member; only the Chair received $5,000) .
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 58,547 |
| Stock Awards (Grant-Date Fair Value) | 87,452 |
| All Other Compensation (Dividends on restricted stock) | 6,484 |
| Total | 152,484 |
| Additional: FMB regional advisory Bank director compensation | 6,000 (included in total) |
Performance Compensation
- Equity-heavy structure: At least 62.5% of non-employee director compensation is paid in restricted shares (effective Jan 1, 2015), aligning incentives with shareholders; cash is 37.5% .
- Restricted shares under ECPND are non-transferable until the earliest of: third anniversary of issuance (if continuous service), director retirement, death/total disability, or change of control (as defined in LTEIP); forfeiture if service ends before restrictions lapse .
| Restricted Stock Grant Dates (2024) | Per-Share Fair Value |
|---|---|
| March 31, 2024 | $34.90/share |
| June 30, 2024 | $33.29/share |
| September 30, 2024 | $37.20/share |
| December 31, 2024 | $39.89/share |
- Options: No option awards to non-employee directors since 2015; Mr. Johnson had 0 options outstanding at FY-end 2024 .
- Deferred Compensation: Non-Employee Directors’ Deferred Compensation Plan allows cash deferrals with 10% Company match; accounts track FMC stock hypothetically; 4 directors participate (participants not disclosed) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Non-profit/industry boards | Downtown Detroit Partnership; Detroit Riverfront Conservancy; Tech Town; Economic Development Leaders of Michigan; IEDC member |
| Interlocks/Conflicts | None disclosed under Item 404; Board independence affirmed for Mr. Johnson |
Expertise & Qualifications
- Economic development veteran with site-selection advisory experience and public incentives structuring; small-business banking insight in LMI communities .
- Education: B.S., Political Science & Pre-Law, South Carolina State University; Certified Economic Developer (IEDC) .
- Recognition: Top 50 Economic Developers (2019, Consultant Connect) .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (Record Date) | 6,132 shares; <1% of outstanding |
| Unvested Restricted Stock (FY-end 2024) | 6,132 shares |
| Options Outstanding | 0 |
| Director Ownership Guideline | ≥3× annual director compensation; all current directors have met or are on course |
| Hedging/Pledging Policy | Hedging and pledging prohibited for directors |
Insider Trades
| Filing Date | Document Date | Form | Source |
|---|---|---|---|
| 04/02/2025 | Not stated | Form 4 | https://www.sec.gov/Archives/edgar/data/712534/000193779625000004/0001937796-25-000004-index.html |
| 04/02/2024 | 03/31/2024 | Form 4 | https://www.sec.gov/Archives/edgar/data/712534/000071253424000137/0000712534-24-000137-index.html |
| 07/05/2023 | 06/30/2023 | Form 4 | https://ir.firstmerchants.com/sec-filings/sec-filing/4/0000712534-23-000172/ |
| 10/04/2022 | 09/30/2022 | Form 4 | https://ir.firstmerchants.com/sec-filings/sec-filing/4/0000712534-22-000225/ |
Note: These filings document changes in beneficial ownership; award types and share quantities are recorded in the linked Form 4s.
Governance Assessment
- Strengths: Independent status; active member of the Nominating & Governance Committee overseeing board composition, diversity effectiveness, and director education compliance; strong attendance profile (no directors <75%; all attended 2024 annual meeting). Equity-heavy director pay (≥62.5% restricted stock) and prohibitions on hedging/pledging reinforce shareholder alignment.
- Compensation and risk controls: No director options since 2015; ECPND vesting and change-of-control provisions provide retention but avoid option-related risk; robust executive clawback adopted in 2023; high 2024 Say-on-Pay support (92.65%) indicates favorable shareholder sentiment toward compensation governance.
- Potential conflicts: None disclosed for Mr. Johnson under related-party transactions; additional $6,000 for regional advisory Bank director service is disclosed and included in compensation. Continue monitoring any DEGC-related dealings with FMC or affiliates; none disclosed.
- RED FLAGS: None evident—no pledging/hedging, no options repricing, no related-party transactions involving Mr. Johnson, and attendance met policy thresholds.