Scott Evans
About Scott Evans
Scott A. Evans is Richmond Market President and Chief Operating Officer of Merchants Bank of Indiana and a director of Merchants Bancorp. He has over 35 years of community banking experience, with prior roles in agricultural lending and bank operations. Evans holds a B.S. in agriculture (economics and finance emphasis) from The Ohio State University and is age 60. Company incentive compensation is tied to total revenue, EPS, and ROE; for 2024, Merchants achieved 109% of revenue target ($646.5M vs $591.4M), 100% of EPS target ($6.30 vs $6.31), and 99% of ROE target (16.86% vs 17.12%), resulting in a 103% payout of target incentives for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Farmers State Bank (New Madison, OH) | Vice President (compliance, HR, IT, info security, accounting) | 1989–2000 | Built operational competencies across risk, IT, HR, and accounting |
| Bath State Bank (Bath, IN) | Assistant Vice President, Agriculture Lending | 2002–2004 | Deepened expertise in ag lending and rural banking markets |
| Merchants Bancorp subsidiaries | Chairman, Farmers-Merchants Bank of Illinois | 2017–2024 (until sale) | Led subsidiary board through to divestiture in 2024 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ohio Farm Bureau | Member | Not disclosed | Ongoing industry engagement in agriculture banking ecosystems |
| Ohio Corn and Wheat Growers Association | Member | Not disclosed | Exposure to commodity lending trends and producer networks |
| St. Vincent Randolph Hospital Foundation | Chairman, Finance Committee (prior service) | Not disclosed | Hospital foundation finance oversight |
Fixed Compensation
- Scott Evans is not a Named Executive Officer (NEO) in the latest proxy; detailed salary/bonus/RSU disclosures are provided for NEOs only, not Evans .
- Employed directors (including Evans) receive no additional director compensation; only Non‑Executive Directors are paid retainers .
Performance Compensation
- Company-wide incentive design (applies to NEOs; Evans’ specific participation not disclosed): metrics are total revenue, EPS, and ROE, equally weighted, payout range 75%–125% of target; 2024 achieved an average 103% payout .
- 2024 results vs targets (basis for payouts):
| Metric | 2024 Target | 2024 Actual | % of Target | Payout Basis |
|---|---|---|---|---|
| Total Revenue ($) | 591,354,000 | 646,454,000 | 109% | Contributed to 103% average payout |
| EPS ($) | 6.31 | 6.30 | 100% | Contributed to 103% average payout |
| ROE (%) | 17.12% | 16.86% | 99% | Contributed to 103% average payout |
- Equity awards under the 2017 Plan are RSUs with three-year ratable vesting; the company does not grant options to date .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Scott A. Evans | 14,923 | <1% | Includes ESOP-allocated shares entitled to vote and dividends; excludes unvested awards not vesting within 60 days |
- Company has no stock ownership requirements for directors or executive officers; hedging and pledging are not prohibited but require General Counsel approval, which may weaken alignment versus peers that prohibit pledging .
Employment Terms
- Employment agreements: Not disclosed for Evans. The company maintains “at will” arrangements broadly and has a formal employment agreement only with Michael R. Dury (commissions/volume bonus) .
- Change‑in‑control (CIC): Company has double‑trigger CIC agreements for certain executives (two times base salary plus two times target cash incentive; 12‑month non‑compete and non‑solicit), but Evans is not identified among disclosed recipients; CIC benefits are detailed for NEOs only (Petrie excluded; Sievers not yet covered) .
- Clawback: Dodd‑Frank/Nasdaq compliant recovery of excess incentive compensation upon restatement; policy posted on company website .
- Ownership/insider policy: Transactions require pre‑approval; no blanket prohibition on hedging/pledging .
Board Governance
- Board service: Director nominee since 2006; continuing service as Richmond Market President and COO of Merchants Bank .
- Independence: Evans is not independent due to his executive officer status .
- Committee roles: Audit, Compensation, Nominating & Corporate Governance, and Risk committees are composed of independent directors; Evans is not listed on the committee roster .
- Dual-role implications: Chairman and CEO roles are combined (Michael F. Petrie); the board utilizes an Independent Lead Director charter (current Lead Independent Director: Andrew Juster) to mitigate concentration of authority .
- Director compensation: Employed directors (including Evans) do not receive board retainers; Non‑Executive Directors receive $140,000 annual (half cash/half restricted stock) plus chair retainers .
Compensation Committee Analysis
- Committee membership (2024): O’Brien (Chair), Catchings, Gilroy, Juster, Sellers, Shane—all independent; charters require independence .
- Consultant: Aon engaged to advise on peer group and compensation in 2022 and for director compensation in 2023; no conflict identified .
- Peer group: 26 publicly traded institutions (e.g., First Merchants Corp., Lakeland Financial Corp., Walker & Dunlop, Pacific Premier Bancorp, etc.) .
- Approach: Peer data considered but not tied to a specific percentile; incentives tied to revenue, EPS, and ROE with 75%–125% payout ranges .
- Say‑on‑Pay: >70% support at 2024 annual meeting; annual frequency supported by >98% in 2023 .
Risk Indicators & Red Flags
- Hedging/pledging allowed (with approval) for directors/executives—potential misalignment risk .
- Combined Chairman/CEO—mitigated by Independent Lead Director charter .
- Related party transactions: Extensive Petrie/Rogers family trust holdings and certain related employment disclosed; no Evans-specific related-party transactions disclosed .
- Options repricing: Company states awards are not repriced; uses RSUs rather than options .
Investment Implications
- Alignment: Evans’ beneficial ownership is modest (<1%), and the company lacks ownership requirements while permitting hedging/pledging—neutral-to-negative for long-term alignment unless complemented by unvested RSUs not disclosed for Evans .
- Incentive quality: Company’s NEO incentives are formulaic on revenue/EPS/ROE with capped ranges and bank regulatory constraints—generally supportive of pay-for-performance discipline; however, Evans’ personal targets/payouts are not disclosed .
- Governance: Non‑independence and combined Chair/CEO increase governance risk but are offset by an active Lead Independent Director and independent committees; Evans is not on the standing committees .
- Retention/CIC: CIC protections are present for certain executives on a double‑trigger basis; Evans is not disclosed as covered, which may limit severance economics and reduce retention incentives tied to a sale scenario .
Data gaps: Evans is not a NEO and his detailed compensation, vesting schedules, insider trading activity, and CIC coverage are not disclosed in the latest proxy and 8‑Ks. All conclusions reflect available filings.