Kevin Langford
About Kevin Langford
Kevin T. Langford, 57, is Executive Vice President and Chief Administrative Officer at Merchants Bancorp (MBIN). He joined Merchants in January 2017 and oversees consumer and commercial banking, information technology, marketing, facilities, and the project delivery team; he previously held executive roles at First Financial Bank in Cincinnati, including President of Community Banking, President of Consumer Banking, CIO, and CAO . In 2024 the proxy noted his remit also included oversight of the portfolio of multifamily loans held for investment and that he would assume responsibility for the Indianapolis market upon a leadership retirement, evidencing expanded scope . From a company performance backdrop, MBIN reported Q3 2025 net income of $54.7 million and diluted EPS of $0.97, with tangible book value per share at $36.31 (+12% YoY), underscoring capital strength and core business resilience; compensation design emphasizes total revenue, EPS, and ROE as key metrics .
Past Roles
| Organization | Role(s) | Years | Strategic Impact |
|---|---|---|---|
| First Financial Bank (Cincinnati, OH) | President of Community Banking; President of Consumer Banking; CIO; CAO | Not disclosed | Broad retail and IT leadership foundation for enterprise CAO responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
- MBIN discloses detailed annual compensation only for Named Executive Officers (NEOs); Mr. Langford is an executive officer but not a NEO, so no specific salary/bonus amounts are disclosed for him in the proxy .
Performance Compensation
- Company-level incentive design: For 2024, the Compensation Committee set cash and equity incentive performance measures as total revenue, EPS, and ROE, equally weighted, with payouts between 75%–125% of target subject to well-capitalized status; equity awards for applicable executives were granted as RSUs with three-year ratable vesting beginning February 1 following the first anniversary .
- Mr. Langford’s specific targets, weightings, and payouts are not disclosed (non-NEO); MBIN generally ties awards to company performance rather than individual goals for executives .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Mr. Langford is not listed in the security ownership table (which covers directors, nominees, and NEOs); his beneficial share count is not disclosed in the proxy . |
| Ownership guidelines | MBIN does not require directors or executive officers to maintain any particular ownership level . |
| Hedging/pledging | No prohibition on hedging or pledging company securities; transactions require General Counsel approval under insider trading policies . |
| Clawback | Adopted per Dodd-Frank/Nasdaq; requires recovery of excess incentive-based compensation upon a restatement due to material noncompliance . |
| Section 16 compliance | A Form 4 for Mr. Langford was not filed on time for a bona fide gift of common stock (late filing noted) . |
| ESOP participation | Employees (including executives) receive ESOP allocations; ESOP vests ratably over five years and is funded by the company; NEO details and policy described, consistent for broader employees . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | MBIN states no employment agreements for NEOs (except Mr. Dury’s at-will commission-based agreement); there is no disclosure of an employment agreement for Mr. Langford . |
| Change-in-control (CIC) | CIC agreements exist for NEOs except Mr. Petrie and Mr. Sievers; not disclosed for Mr. Langford . |
| Equity acceleration | RSUs accelerate upon a change in control in accordance with the 2017 Plan; awards otherwise vest ratably and unvested awards generally expire at termination unless Committee approves exceptions . |
| Vesting cadence | RSU grants typically vest over three years; for 2024 performance awards, first tranche vests February 1, 2026 (structure illustration from NEO awards) . |
| Non-compete / non-solicit | Not disclosed for Mr. Langford. |
| Tax gross-ups | Company policy indicates no tax gross-ups and no single-trigger CIC payments; double-trigger severance only for applicable executives . |
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee members are Patrick D. O’Brien (Chair), Tamika D. Catchings, Sue Anne Gilroy, Andrew A. Juster, Anne E. Sellers, and David N. Shane .
- Consultant: Aon’s Human Capital Solutions engaged since 2022 to advise on peer group development and executive compensation practices; Aon also advised on director compensation in 2023 .
- Peer group targeting: Committee uses peer data as an input rather than setting pay at a fixed percentile; emphasis on alignment with strategic and financial goals .
Compensation Peer Group (2024)
| Peer Companies |
|---|
| Banner Corp.; Berkshire Hills Bancorp Inc.; Brookline Bancorp Inc.; Customers Bancorp Inc.; CVB Financial Corp.; Dime Community Bancshares Inc.; Eagle Bancorp Inc.; Eastern Bankshares Inc.; First Busey Corp.; First Financial Bancorp.; First Foundation Inc.; First Merchants Corp.; HomeStreet Inc.; Independent Bank Corp.; Lakeland Financial Corp.; NBT Bancorp Inc.; OceanFirst Financial Corp.; Pacific Premier Bancorp; QCR Holdings Inc.; S&T Bancorp Inc.; The Bancorp; TriCo Bancshares; Walker & Dunlop Inc.; WaFd Inc. |
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval: Over 84% of votes cast supported NEO compensation; shareholders favored annual say-on-pay with >98% support for frequency .
- 2025 proxy: Board recommended voting “FOR” NEO compensation; say-on-pay conducted annually .
Performance & Track Record
| Metric/Context | Detail |
|---|---|
| Company financial context | Q3 2025 net income $54.7m; diluted EPS $0.97; tangible book value per share $36.31 (+12% YoY); total assets $19.4b (record); strong liquidity and core deposit growth . |
| Key performance levers | Company emphasizes total revenue, EPS, and ROE in executive incentives and provides ROE/ROA disclosures and non-GAAP comparisons in earnings materials . |
Risk Indicators & Red Flags
- Hedging/pledging permitted for executives (alignment concern); no mandatory ownership guidelines for executives or directors .
- Late Section 16 Form 4 filing for Mr. Langford (bona fide gift), indicating process risk in reporting timeliness .
- Related-party transactions exist at the company level (e.g., CEO family employment and professional services relationships), requiring ongoing governance oversight; none specifically tied to Mr. Langford in disclosures .
Investment Implications
- Alignment: Absence of stock ownership requirements and allowance of hedging/pledging introduce potential misalignment risk; investors should weigh reliance on company-level performance metrics (revenue, EPS, ROE) against lack of mandated personal ownership for non-NEOs like Mr. Langford .
- Retention: RSU structures with three-year ratable vesting and CIC acceleration under the 2017 Plan support executive retention broadly; Mr. Langford’s specific award levels are not disclosed, but policy suggests vesting cadence that lowers near-term selling pressure from unvested equity .
- Governance posture: Strong clawback policy reduces risk of overpayment on misstated results; Compensation Committee uses peer benchmarking via Aon but avoids rigid percentile targeting, which may temper pay inflation .
- Monitoring signals: Track future Form 4 filings for Mr. Langford to quantify beneficial holdings, gifts/sales, and potential pledging; assess evolving scope (e.g., Indianapolis market oversight) against operating metrics in consumer/commercial banking and technology execution to evaluate value creation and execution risk .