Darin Thomas
About Darin Thomas
Darin L. Thomas (age 57) was appointed Chief Accounting Officer (principal accounting officer) of Merchants Bancorp (MBIN) on March 17, 2025; he previously served as Controller at Barclays’ U.S. Consumer Bank (2019–2025), holds a B.S. in Accounting from the University of Missouri–Columbia, and is a licensed CPA . MBIN’s recent performance context during his tenure: Q3 2025 net income was $54.7M and EPS $0.97, with tangible book value per share at $36.31 ; for FY 2024 MBIN delivered total revenue of $646.454M, EPS $6.30, ROAE 16.86%, and a cumulative TSR equivalent to $294 on an initial $100 investment (company-selected measure is ROAE) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barclays U.S. Consumer Bank | Controller | 2019–2025 | Managed financial processes including financial accounting, accounting policy, and reporting |
External Roles
None disclosed in MBIN’s filings reviewed for Darin Thomas .
Fixed Compensation
- Not disclosed for Darin Thomas. He is not a Named Executive Officer (NEO) in MBIN’s 2025 proxy; the Summary Compensation Table covers NEOs only (CEO, COO, business segment leaders, CFOs) .
Performance Compensation
MBIN’s executive incentive framework (company-wide) emphasizes pay-for-performance using three metrics with equal weighting; awards pay 75–125% of target based on results, with equity granted as RSUs that vest ratably over three years. While Thomas’s 2024/2025 incentives were not disclosed, the structure below governed NEO awards.
| Metric | Weighting | FY 2024 Target | FY 2024 Actual | Payout % | RSU Vesting Start |
|---|---|---|---|---|---|
| Total Revenue | Equal | $591,354,000 | $646,454,000 | 103% | Feb 1, 2026 (three-year ratable) |
| EPS (Diluted) | Equal | $6.31 | $6.30 | 103% | Feb 1, 2026 |
| ROAE | Equal | 17.12% | 16.86% | 103% | Feb 1, 2026 |
Additional design features:
- Awards are RSUs under the 2017 Equity Incentive Plan; MBIN has not used stock options to date .
- Clawback policy (Nasdaq-compliant) applies to executive incentive-based compensation in case of restatement .
Equity Ownership & Alignment
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (MBIN Common) | 0 shares | Mar 27, 2025 | Initial Form 3 reported no securities owned |
| Stock ownership guidelines | None required | Policy | MBIN does not require executives to maintain a minimum stake |
| Hedging/Pledging policy | Permitted with approval | Policy | No current prohibition on hedging or pledging; subject to Code of Conduct and insider trading policy approvals |
Insider filings context:
- Form 3 filed March 27, 2025; no Form 4 transactions located in MBIN filings to date for Thomas .
Typical vesting cadence and potential supply:
- RSUs for executives vest annually on February 1 on a three-year schedule (e.g., 2021–2023 grants vested Feb 1, 2024; 2022–2024 grants show next tranches Feb 1, 2025–2027) . This annual vesting date can create predictable selling pressure windows around early February.
Employment Terms
| Item | Detail |
|---|---|
| Title / Role | Chief Accounting Officer (principal accounting officer) |
| Effective date | March 17, 2025 |
| Employment agreement | Not disclosed for Thomas; MBIN generally does not use employment agreements (exception: Mr. Dury) |
| Change-in-control (CIC) | Not disclosed for Thomas. For eligible executives, CIC agreements are double-trigger and provide 2× base salary plus 2× target cash incentive if terminated without cause or for good reason within the CIC window |
| CIC restrictions | 12‑month non‑compete and non‑solicit for covered executives; confidentiality and clawback provisions included |
| Clawback policy | Nasdaq-compliant clawback for executive incentive compensation on restatement |
Company Performance Context
FY 2024 (before Thomas’s appointment):
| Metric | FY 2024 |
|---|---|
| Total Revenue ($) | $646,454,000 |
| EPS ($) | $6.30 |
| ROAE (%) | 16.86% |
| TSR ($100 initial investment) | $294 |
Q3 2025 (during Thomas’s tenure):
| Metric | Q3 2025 |
|---|---|
| Net Income ($) | $54,700,000 |
| Diluted EPS ($) | $0.97 |
| Tangible Book Value/Share ($) | $36.31 |
| Total Assets ($) | $19.4 billion |
Say-on-pay support (2025):
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 35,179,573 | 3,025,735 | 2,214,193 | 2,027,574 |
Investment Implications
- Alignment and retention: Initial Form 3 reported zero share ownership for Thomas at appointment; MBIN has no stock ownership requirements and permits hedging/pledging with approvals—this is a potential alignment risk until personal ownership builds through grants or purchases .
- Incentive design quality: Company-wide incentives use balanced metrics (Revenue, EPS, ROAE) with equal weighting and disciplined pay ranges; equity delivered as RSUs with three-year ratable vesting supports retention, and clawback plus CIC double-trigger terms (for covered executives) mitigate risk-taking—positive compensation governance signals even though Thomas’s specific package is undisclosed .
- Trading signals: Executive RSU vesting clusters around February 1 each year; monitor Section 16 filings for Thomas and peers near vesting dates for potential supply effects and to gauge personal alignment trajectory .
- Execution profile: Thomas’s prior responsibility for accounting policy and reporting at a large consumer bank (Barclays U.S.) reinforces technical controls and reporting discipline in MBIN’s finance function—an operational de‑risking attribute for quality of earnings .