Andrew Juster
About Andrew A. Juster
Independent Lead Director at Merchants Bancorp since 2019; age 72. Former EVP & CFO of Simon Property Group (2015–2018) with prior roles as EVP & Treasurer (2008–2014) and earlier finance positions (1989–2008). MBA from Wharton; BA from American University. The Board has affirmatively determined he is independent and he currently serves as the Board’s Independent Lead Director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simon Property Group, Inc. (S&P 100 REIT) | EVP & CFO | 2015–2018 | Oversaw financing strategy and capital markets activities; public-company accounting systems and controls experience (basis for “audit committee financial expert” qualification at MBIN) |
| Simon Property Group, Inc. | EVP & Treasurer | 2008–2014 | Capital markets, treasury leadership |
| Simon Property Group, Inc. | Various finance roles | 1989–2008 | Deep commercial real estate and finance background |
External Roles
| Category | Disclosure |
|---|---|
| Public company directorships (past 5 yrs) | None disclosed; proxy states no nominee has been a director of another “public company” within the past five years |
| Nonprofit/private boards | Not disclosed for Mr. Juster in the proxy – |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mr. Juster is independent under Nasdaq/SEC rules |
| Lead Independent Director (LID) | Serves as LID; responsibilities include agenda setting with CEO, organizing independent director meetings, liaison role, executive exit interviews |
| Committees | Audit (Chair; financial expert), Compensation (Member), Nominating & Corporate Governance (Member), Risk (Member) |
| Committee meetings (2024) | Audit 8; Compensation 2; Nominating 1; Risk 4 (committee-wide counts) |
| Board meetings (2024) | 6 meetings; all directors attended at least 75% of Board/committee meetings (Mr. Juster met the threshold) |
| Annual meeting attendance | All directors attended 2024 annual meeting |
| Board leadership | CEO also serves as Chair; LID charter in place when roles are combined |
Fixed Compensation (Director)
| Component (2024) | Amount ($) |
|---|---|
| Cash fees | 102,500 |
| Equity awards (restricted common stock) | 70,079 |
| Total | 172,579 |
2024 Director Compensation Structure (applies to non-executive directors): $140,000 annual retainer split $70,000 cash + $70,000 in restricted common stock paid quarterly; Audit Committee Chair retainer $17,500; Lead Independent Director retainer $15,000. Mr. Juster’s cash = $70,000 base + $17,500 (Audit Chair) + $15,000 (LID) = $102,500; equity portion ~$70,000/year in four quarterly installments. Approximate mix: 59.4% cash and 40.6% equity based on 2024 totals. Stock installments used prior-day closing prices per quarter: Feb $38.75; May $43.04; Aug $40.78; Nov $39.00.
Performance Compensation (Director)
MBIN does not disclose performance-based compensation for directors; director equity is time-based restricted common stock granted quarterly as part of the retainer, contingent on board service at each installment date. No director-specific performance metrics or vesting hurdles are disclosed for director awards.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Public company boards (current) | None disclosed in past five years |
| Compensation Committee interlocks | None; no member was an employee; related-party exceptions limited to ordinary-course loans on market terms |
| Related-party transactions tied to Juster | None disclosed; a separate director’s law firm (Dinsmore & Shohl) received fees for loan documentation work (board-level related party) |
Expertise & Qualifications
- Audit Committee Financial Expert designation; chairs Audit Committee .
- Deep finance and capital markets background from Simon Property Group CFO/treasury roles; commercial real estate expertise .
- Independent Lead Director responsibilities enhance oversight quality (agenda setting, independent sessions, executive exit interviews) .
- Education: American University (BA) and Wharton MBA .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 23,776 |
| Shares outstanding (record date) | 45,881,706 |
| Ownership (% of outstanding) | ~0.052% (23,776 / 45,881,706) |
| Ownership guidelines | None required for directors/executives |
| Hedging/pledging policy | No prohibition on hedging or pledging company stock |
Governance Assessment
-
Positives
- Independent Lead Director who organizes independent sessions and serves as liaison; this mitigates combined CEO/Chair risks .
- Audit Chair with “financial expert” designation; Audit Committee handles auditor oversight, internal controls, and related-party review –.
- Strong attendance (≥75%) and full annual meeting participation signal engagement .
- Director equity paid quarterly supports ongoing alignment (equity portion of retainer) .
-
Watch items / RED FLAGS
- Combined CEO/Chair structure; though offset by an active LID, this concentrates authority. RED FLAG .
- No stock ownership guidelines for directors/executives; no prohibition on hedging/pledging company stock. RED FLAG .
- Significant insider/founder control: Michael F. Petrie beneficially owns 27.4% of shares (influences governance dynamics). RED FLAG .
- Board-level related-party exposure: substantial legal fees to a firm where another director is a partner (approved under policy; still optics risk). RED FLAG .
-
Shareholder sentiment signal
- Say-on-pay support “over 70%” in 2024; indicates majority support but leaves room for engagement on pay design .
Overall, Mr. Juster enhances board effectiveness through independent leadership, audit rigor, and deep finance expertise. Alignment could be strengthened by adopting director ownership guidelines and prohibiting hedging/pledging; combined CEO/Chair remains a structural risk partially mitigated by his LID role.