Patrick O’Brien
About Patrick D. O’Brien
Patrick D. O’Brien, age 67, is an independent director of Merchants Bancorp (MBIN) since 2013. He chairs the Compensation Committee and serves on the Audit, Nominating & Corporate Governance, and Risk Committees; he met the Nasdaq/SEC independence standard in 2025 and attended at least 75% of board/committee meetings in 2024 (no exception noted for him) . O’Brien is President of O’Brien Toyota (since 1990), owner/managing member of K&P Property Development, and co-owner/managing member of Pinheads; he holds a bachelor’s degree in business management from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Brien Toyota (Indianapolis) | President | 1990–present | Chaired Toyota Regional Dealer Council; chaired Chicago Region Toyota Dealer Advertising Association; President, Auto Dealers Association of Indiana |
| K&P Property Development, LLC | Owner & Managing Member | Not disclosed | Real estate holding company |
| Pinheads (Fishers, IN) | Co-owner & Managing Member | Not disclosed | Family entertainment center |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Toyota Regional Dealer Council | Chair (regional) | Prior service | Private industry body |
| Chicago Region Toyota Dealer Advertising Association | Chair | Prior service | Private industry body |
| Auto Dealers Association of Indiana | President | Prior service | Trade association |
| Other public company boards (past 5 years) | — | — | None; no nominee/director served on another public company board in past five years |
Board Governance
- Independence: O’Brien is one of six independent directors (Catchings, Gilroy, Juster, O’Brien, Sellers, Shane) per Nasdaq/SEC rules .
- Board/Committee attendance: Board held six meetings in 2024; all directors attended ≥75% of Board/committee meetings, except Ms. Sellers missed one of two Compensation Committee meetings. All directors attended the 2024 annual meeting .
- Leadership structure: Chairman/CEO roles combined (Petrie), mitigated by an Independent Lead Director (Juster) with a formal charter for agendas, executive sessions, and liaison duties .
- Committee memberships (2024) :
- Audit: Member (O’Brien). Meetings: 8
- Compensation: Chair (O’Brien). Meetings: 2
- Nominating & Corporate Governance: Member (O’Brien). Meetings: 1
- Risk: Member (O’Brien). Meetings: 4
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $82,500 | Includes $70,000 annual cash retainer plus $12,500 Compensation Committee chair retainer; no meeting fees |
| Stock Awards (restricted common) | $70,079 | Paid quarterly; each installment equals $17,500 in shares, rounded up to whole shares |
| Total | $152,579 | Director compensation structure effective Jan 2024 |
Grant schedule reference prices for 2024 director stock installments:
| Installment | Closing Price Used |
|---|---|
| February 2024 | $38.75 |
| May 2024 | $43.04 |
| August 2024 | $40.78 |
| November 2024 | $39.00 |
Additional structure (effective 2024): $140,000 annual retainer (50% cash, 50% restricted common stock), plus chair retainers ($17,500 Audit; $17,500 Risk; $12,500 Compensation; $10,000 Nominating); $15,000 for Lead Independent Director when CEO is also Chair; no extra pay for subsidiary boards or meeting fees .
Performance Compensation
- Directors receive restricted common stock equal to $70,000 annually (issued quarterly); there are no performance metrics tied to director equity grants disclosed (time-based director grants, distinct from NEO RSU performance awards) .
| Performance Metric | Weight | Target/Payout Range | Disclosure |
|---|---|---|---|
| None disclosed for non-executive director compensation | — | — | Director equity is quarterly restricted common stock; not performance-based |
Other Directorships & Interlocks
- Public company boards: None in the past five years for any nominee (including O’Brien) .
- Compensation Committee interlocks: None; no member was an employee or involved in related-party transactions requiring disclosure (other than ordinary-course loans on market terms) in 2024 .
Expertise & Qualifications
- Education: Bachelor’s in business management, Indiana University .
- Qualifications cited: Operating experience leading successful businesses and perspective on the Indianapolis business community .
- Audit Committee financial expert status: Not designated; Audit financial experts are Juster, Sellers, Shane .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | As-of Date |
|---|---|---|---|
| Patrick D. O’Brien | 117,325 | <1% | Record Date: March 21, 2025 |
| Shares Outstanding | 45,881,706 | — | Record Date: March 21, 2025 |
- Policies: No stock ownership requirement; hedging and pledging are not prohibited, though directors/officers must obtain General Counsel approval before transacting in company securities .
Insider Trades (Form 4, recent)
Source: Insider-trades skill (Form 4 records; reporting name “O’Brien Patrick D.”).
Governance Assessment
- Strengths
- Independence and committee breadth: O’Brien is independent and chairs Compensation; he serves on Audit, Nominating, and Risk—broad oversight exposure .
- Board-level risk oversight: clear delineation of Audit (financial), Risk (credit/operational/compliance), and Compensation risk monitoring; Independent Lead Director charter mitigates combined Chair/CEO .
- Transparent director pay structure: standardized retainer mix and disclosed chair retainers; equity paid quarterly with clear pricing reference .
- Ownership alignment: Meaningful personal common stock holdings (117,325 shares; <1% of outstanding); ongoing quarterly stock awards; incremental purchases of preferred shares via depositary shares indicate capital support .
- Watch items / RED FLAGS
- No prohibition on hedging or pledging company stock; while subject to insider trading and pre-clearance, policy latitude can weaken alignment optics for investors .
- Combined Chairman/CEO persists; though mitigated by the Independent Lead Director, investors often prefer separated roles for stronger board independence .
- Related-party transactions exist at the company (e.g., legal services from a director’s firm), though governed by Audit Committee policy and conducted on market terms; none identified for O’Brien specifically .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprises independent directors; O’Brien is Chair; members include Catchings, Gilroy, Juster, Sellers, Shane .
- Consultant usage: Aon engaged in 2022 for executive comp peer group and in 2023 for director compensation benchmarking; the committee determined MBIN director compensation had been bottom decile vs peers, leading to the 2024 structure changes .
- Director compensation framework: $140,000 retainer (50/50 cash/equity) plus chair retainers; no meeting fees; effective January 2024 .
Related Party Transactions
- Policy and oversight: Audit Committee evaluates related-party transactions under the Code of Conduct, considering fairness, independence impacts, and regulatory acceptability .
- 2024 disclosures: Dinsmore & Shohl LLP (partner is director Dinwiddie) received $4.0 million in fees, of which $2.2 million paid by the company and $1.8 million by third parties (e.g., borrowers); ordinary banking relationships with directors/officers occur on market terms and regulatory approvals .
- No related-party transactions disclosed specific to O’Brien in 2024 .
Say-on-Pay & Shareholder Feedback
- Say-on-pay 2024: Over 70% approval; annual say-on-pay frequency supported by ~98% in 2023 .
Director Compensation (Structure and 2024 Outcomes)
| Item | Policy/Outcome |
|---|---|
| Annual retainer (cash) | $70,000 |
| Annual retainer (equity) | Restricted common stock equal to $70,000, issued quarterly; rounded up to whole shares |
| Chair fees | $12,500 (Compensation); $17,500 (Audit, Risk); $10,000 (Nominating) |
| Meeting fees | None |
| 2024 results (O’Brien) | Cash $82,500; Stock $70,079; Total $152,579 |
Expertise & Qualifications
- Business leadership and market perspective from decades in automotive retail and local business ownership; board cites his operating expertise as a qualification .
Equity Ownership & Alignment Details
- Beneficial ownership: 117,325 common shares; <1% of outstanding (45,881,706) .
- Ongoing equity accrual through quarterly director stock awards in 2024 and 2025, with post-transaction common share counts increasing across Form 4 filings .
- Policy note: No ownership minimums; hedging/pledging permitted with pre-clearance—investors may view this as a misalignment risk .
Governance Summary for Investors
- O’Brien’s independent status, cross-committee service, and Compensation Committee chair role support board effectiveness and oversight breadth .
- Compensation transparency and equity participation provide alignment, though the absence of ownership requirements and allowance of hedging/pledging warrant monitoring .
- No disclosed related-party transactions tied to O’Brien; company has formal oversight processes for RPTs .