Patrick Fehring
FIRST MERCHANTSAbout Patrick J. Fehring
Patrick J. Fehring (age 67) has served on First Merchants Corporation’s Board since 2022. He is the retired President and CEO of Level One Bank and Level One Bancorp, Inc., leading from the bank’s founding in 2007 until its merger with First Merchants in 2022; prior to that, he spent 27 years at Fifth Third Bancorp, most recently as President of Fifth Third Bank, Eastern Michigan, and earlier as President for Fifth Third Bank in Columbus, Ohio for 11 years. He holds a B.S. in Business from Miami University (Ohio). The Board classifies Fehring as not independent given his status as former CEO of an acquired company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Level One Bank / Level One Bancorp, Inc. | President & CEO | 2007–2022 (through merger with FRME) | Founder-operator; led growth to strategic combination with FRME |
| Fifth Third Bank (Eastern Michigan) | President | Prior to 2007 (within 27-year tenure) | Regional leadership; commercial banking growth |
| Fifth Third Bank (Columbus, OH) | President | ~11 years (prior to Eastern MI role) | Broad market leadership, extensive community engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catholic Foundation of Michigan | Board Member | Current | Community leadership in Michigan |
| Ascension Health Michigan | Board Member | Prior | Healthcare governance |
| Detroit Public Television | Treasurer | Prior | Media/education stewardship |
| Detroit Regional Chamber | Investment Committee Chair | Prior | Regional investment oversight |
| United Way Southeast Michigan | Board Member | Prior | Community development |
Board Governance
- Independence: Not independent (former CEO of acquired company) .
- Committee assignment: Member, Risk and Credit Policy Committee (R&CPC) .
- Committee activity: R&CPC met eight times in 2024; Board met six times, including a two-day retreat .
- Attendance: No director attended fewer than 75% of the aggregate Board and applicable committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Executive sessions: Board and each committee meet in executive session (portion of regular meetings) .
- Board leadership: Independent Chair (Jean L. Wojtowicz) separate from CEO; structure designed to enhance oversight and mitigate conflicts .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual retainer (structure) | 140,000 | Standard non-employee director retainer |
| Fees Earned or Paid in Cash | 54,440 | Includes $5,000 for time-intensive R&CPC membership |
| Stock Awards (restricted shares) | 90,560 | Paid quarterly; 62.5% of director comp in restricted stock under ECPND |
| All Other Compensation (dividends on director restricted stock) | 7,428 | Dividends paid in 2024 on ECPND grants |
| Total | 152,428 | Sum of components above |
| Quarterly grant-date fair values used | — | Mar $34.90; Jun $33.29; Sep $37.20; Dec $39.89 per share |
- Equity Compensation Plan for Non-Employee Directors (ECPND): Requires ≥50% (increased to 62.5%) of director compensation paid in restricted shares; restrictions lapse at earliest of third anniversary (with continuous service), retirement from Board, death/total disability, or change of control (LTEIP definition). Directors may vote and receive dividends on restricted shares; forfeiture applies if service ends before lapse .
Performance Compensation
- No performance-based director compensation is disclosed; equity grants are time-based restricted stock (no options granted to directors since 2015) .
- Outstanding legacy options: Fehring has 4,762 outstanding option awards under LTEIP as of year-end 2024 (the only director with options outstanding) .
| Outstanding Options (12/31/2024) | Count |
|---|---|
| LTEIP options | 4,762 |
Other Directorships & Interlocks
- Public company boards: None disclosed currently for Fehring; described as “former Chairman of a publicly held bank” (Level One Bancorp) .
- Shared directorships with competitors/suppliers/customers: Not disclosed.
- Private/non-profit/academic boards: See External Roles table .
Expertise & Qualifications
- Experienced banker and proven leader; founder of a publicly held bank and long-tenured regional president roles at Fifth Third; provides Board connectivity to FRME’s Michigan region .
- Brings strategic, operational, and credit risk perspectives to R&CPC oversight .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 123,492 | <1% of outstanding shares |
| Restricted Shares (director ECPND) | 6,863 | Unvested director grants |
| Vested Options (exercisable) | 4,762 | Right to acquire shares via vested options |
| JoAnn Fehring Trust | 20,605 | Indirect ownership |
| Patrick J. Fehring Trust | 91,262 | Indirect ownership |
- Ownership guidelines: Non-employee directors must hold FRME shares equal to at least three times their total annual director compensation; Company states all current directors have met or are on track within six years of election .
- Hedging/pledging: Company policy prohibits director hedging, short sales, and pledging of FRME shares .
Governance Assessment
- Independence and potential conflicts: Not independent due to status as former CEO of acquired company; this properly limits committee chair eligibility and reinforces using independent chairs for audit/compensation governance. No related-party transactions disclosed for Fehring; the proxy outlines related-party review above $120,000 and notes one director’s third-party services (Halderman) below disclosure thresholds, with competitive bidding and no strategic influence .
- Attendance and engagement: Satisfactory attendance (≥75% thresholds met; participation in executive sessions), with additional workload recognized via R&CPC stipend, supporting active risk oversight engagement .
- Compensation alignment: Director pay mix emphasizes equity (62.5%) and dividends accrue on restricted shares, reinforcing long-term alignment; ownership guideline (3× annual director comp) further supports alignment .
- Legacy options: Fehring is the only director with outstanding LTEIP options (4,762). While options for directors ceased after 2015, this legacy position warrants monitoring to ensure no misalignment or preferential treatment; restrictions and overall mix remain equity-heavy via time-based RS .
- Red flags: None disclosed specific to Fehring (no related-party transactions, no hedging/pledging permitted). Independence classification is appropriate and disclosed; governance structure maintains independent oversight (independent Chair; separate CEO) .