Randall Rogers
About Randall D. Rogers
Randall D. Rogers (age 79) is Vice Chairman of Merchants Bancorp and Vice Chairman of Merchants Bank; he has served as a director since 2006 and as Company Vice Chairman since January 1, 2018. He is a co-founder of Merchants Capital and previously served as President and COO of the Company and Chairman of Merchants Capital; he holds an economics degree from UNC Chapel Hill and completed the Stonier Graduate School of Banking at Rutgers University .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Merchants Bancorp | President & COO (prior to 2018); Vice Chairman (since 2018) | Director since 2006; Vice Chairman since Jan 1, 2018 | Co-founder; >50 years mortgage banking experience; multi-family lending expertise |
| Merchants Bank of Indiana | Vice Chairman | Since March 2002 | Leadership role at bank subsidiary |
| Merchants Capital | Chairman; Co-founder | Since August 1990 | Co-founded with Michael Petrie; multi-family lending platform |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Rogers Family Foundation (via CICF) | Direct involvement | Ongoing | Philanthropy across children’s arts, environment, animal welfare, poverty, healthcare, education, re-employment |
| Public company boards (last 5 years) | — | — | No nominee has been a director of another public company within past five years |
Board Governance
- Independence: Not independent; Rogers is classified as an employee-director (Vice Chairman) and therefore not independent under Nasdaq/SEC rules .
- Committee assignments: Not listed as a member on Audit, Compensation, Nominating & Corporate Governance, or Risk committees; these are largely composed of independent directors .
- Board attendance: The Board met six times in 2024; all directors attended at least 75% of Board and committee meetings (exception noted only for one Compensation Committee meeting missed by Ms. Sellers) .
- Lead Independent Director: Andrew A. Juster; charter outlines duties including organizing independent director sessions .
| Governance Item | Status | Source |
|---|---|---|
| Independence | Not independent (employee-director) | |
| Committees | None listed | |
| 2024 Attendance | ≥75% attendance threshold met | |
| Lead Independent Director | Andrew A. Juster |
Fixed Compensation
| Component (Director Service) | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $0 | Employed directors (Petrie, Rogers, Dunlap, Evans) did not receive additional director compensation |
| Equity retainer (restricted stock) | $0 | Employed directors did not receive director equity |
| Committee chair fees | $0 | Not applicable; not on committees |
Performance Compensation
- No director-specific performance compensation is disclosed for Rogers; as an employee, he did not receive director fees or equity for board service, and the proxy does not itemize his employee compensation. Skip (not disclosed) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None (past five years) |
| Private/non-profit boards | Philanthropic foundation involvement (Rogers Family Foundation via CICF) |
| Interlocks | Family beneficial ownership across trusts (spouse as trustee for children’s trusts) and individual holdings; potential influence from concentrated family ownership |
Expertise & Qualifications
- Education: UNC Chapel Hill (Economics); Stonier Graduate School of Banking (Rutgers) .
- Industry: >50 years mortgage banking; deep multi-family lending experience; Company co-founder .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Randall D. Rogers (beneficial) | 2,740,295 | 6.0% | Includes 646,295 individually and 2,094,000 via trusts where spouse (Mary H. Rogers) is sole trustee; Rogers disclaims beneficial ownership of shares not held individually |
| Shares outstanding (record date) | 45,881,706 | — | Record date March 21, 2025 |
Ownership alignment and policy signals:
- No director/executive stock ownership requirements; directors and officers may hedge or pledge stock subject to insider trading policy approvals (alignment risk) .
- Significant “skin-in-the-game” via personal and family trust holdings (6.0%) .
Governance Assessment
- Independence and committee participation: Rogers is not independent and is absent from Board committees that drive oversight (Audit, Compensation, Nominating, Risk). This reduces the independent oversight footprint and may concentrate influence among executive leadership and family-affiliated shareholders .
- Attendance: Meets ≥75% threshold; Board-level engagement appears adequate at minimum standard; all directors attended the 2024 annual meeting .
- Compensation governance: Director compensation levels and structure were revamped in 2024 for non-executives, but employed directors (including Rogers) receive none for board service. Executive pay practices emphasize performance metrics (revenue, EPS, ROE) with clawback adoption; 2024 say-on-pay support was just over 70%, a modest approval relative to bank peers .
- Ownership alignment: Rogers’ 6% beneficial stake suggests strong alignment; however, the absence of ownership guidelines and allowance of hedging/pledging are red flags for investor alignment and risk management .
- Related-party considerations: Material related-party legal fees disclosed relate to director Dinwiddie’s firm; no specific transactions disclosed involving Rogers beyond ordinary-course banking relationships. Family trust ownership structure and spouse trustee roles imply control dynamics that investors should monitor for potential influence over governance outcomes .
- Additional signals:
- Lead independent director structure in place to mitigate combined Chair/CEO role; Rogers is Vice Chairman under an executive-led board—a structure that can be effective if independent committee oversight remains robust .
- Risk oversight is active at Board and committee levels; Rogers not on Risk Committee, which is majority independent except one member (Dinwiddie) .
- RED FLAGS: Not independent; hedging/pledging permitted; concentrated family ownership; combined Chair/CEO structure (partially mitigated by Lead Independent Director) .
Implication: For investors prioritizing independent oversight and alignment safeguards, Rogers’ executive status and family share concentration warrant monitoring of committee independence, related-party controls, and any changes to hedging/pledging and ownership guideline policies. The strong performance-tied framework for executives and clawback adoption are positives, but say-on-pay support at ~70% signals mixed shareholder confidence requiring engagement .