Sean Sievers
About Sean Sievers
Sean A. Sievers, 57, is Executive Vice President and Chief Financial Officer of Merchants Bancorp (“MBIN”), appointed effective September 9, 2024; he also serves as principal accounting officer and CFO of Merchants Bank of Indiana . He brings 25+ years of financial leadership across mortgages and banking, including CFO roles at Rate (Guaranteed Rate), Figure Technology, and Mortgage Assets Management, plus leadership positions at Countrywide, Freddie Mac, SunTrust, and CitiMortgage; he holds a B.S. in Accounting from California Lutheran University and is a former licensed public accountant . Company performance context for 2024: total revenue $646,454,000 vs target $591,354,000 (109%); EPS $6.30 vs target $6.31 (100%); ROAE 16.86% vs target 17.12% (99%); Compensation Committee determined 103% payout against targets . Pay-versus-performance: MBIN’s cumulative TSR indexed to $100 reached $294 in 2024 vs peer Nasdaq Bank Index at $147; net income $320,386,000 and ROAE 16.86% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rate (formerly Guaranteed Rate) | Chief Financial Officer | 2022–2024 | CFO of a leading national mortgage lender; experience in liquidity, capital, and mortgage operations . |
| Figure Technology, Inc. | Chief Financial Officer | 2021–2022 | Fintech CFO; oversight of finance in blockchain-enabled lending . |
| Mortgage Assets Management LLC | Chief Financial Officer | 2019–2021 | Residential mortgage services CFO; portfolio management and servicing economics . |
| Countrywide (Internet Bank & Retail Origination) | CFO | Not disclosed | Led consumer mortgage origination finance; digital banking exposure . |
| Freddie Mac | Senior Director | Not disclosed | Secondary mortgage market experience; risk management . |
| SunTrust (Consumer Banking Division) | CFO | Not disclosed | Consumer banking P&L leadership . |
| CitiMortgage (Global Mortgage Business) | CFO | Not disclosed | Global mortgage finance leadership . |
External Roles
No public company directorships or external board roles disclosed for Mr. Sievers .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | $600,000 | Prorated for partial-year 2024; target set at hire . |
| Sign-on Bonus – Cash ($) | $250,000 | Paid within 30 days of start date . |
| Sign-on Equity – Common Stock ($) | $250,000 | Issued based on 9/9/2024 closing price $42.43, rounded up to whole shares . |
| All Other Compensation ($) | $8,077 | 401(k): $4,846; ESOP allocation: $3,231 . |
Performance Compensation
Incentive Framework and 2024 Outcomes
- Metrics and weights: Total Revenue, EPS (diluted), Return on Average Total Equity (ROAE), equally weighted; payout range 75%–125%; awards can be zero if thresholds not met or if Merchants Bank fails well-capitalized status any quarter .
- 2024 results and payout determination: Bank met “well-capitalized” status each quarter; average performance across metrics was 103%; cash incentives paid at 103% and equity RSUs granted at 103% of target (rounded to whole shares), with Mr. Sievers’ awards prorated for time employed in 2024 .
| Corporate Performance Metric | Target (FY 2024) | Actual (FY 2024) | % of Target | Weighting |
|---|---|---|---|---|
| Total Revenue ($) | $591,354,000 | $646,454,000 | 109% | 1/3 |
| EPS – Diluted ($) | $6.31 | $6.30 | 100% | 1/3 |
| ROAE (%) | 17.12% | 16.86% | 99% | 1/3 |
| Overall Payout (%) | — | — | 103% | — |
Executive-Specific 2024 Payouts (Sievers)
| Incentive Item | Target | Payout % | Pro-rated | Actual Amount ($) | Vesting |
|---|---|---|---|---|---|
| Cash Incentive | $300,000 | 103% | Yes | $96,346 | Cash; paid following 2024 determinations . |
| Equity Incentive (RSUs) – Performance | $300,000 | 103% | Yes | $96,273 (grant date fair value) | RSUs vest ratably over 3 years; first tranche on Feb 1, 2026 . |
| Sign-on Equity (Common Stock) | $250,000 | N/A | N/A | Price reference $42.43 (9/9/2024) | Common stock issued; not RSUs; rounded up to whole shares . |
Note: Grants table shows a 9/9/2024 time-based RSU grant of 2,261 units (vesting 2026–2028) , while the “Outstanding Equity Awards at Fiscal Year End” table lists no unvested awards for Mr. Sievers as of 12/31/2024 . MBIN’s proxy disclosures acknowledge this data; we flag the inconsistency for investors.
Equity Ownership & Alignment
- Stock ownership guidelines: None currently; executives/directors may receive RSUs or stock, but there is no required multiple of salary .
- Hedging/pledging policy: No prohibition on hedging or pledging; insider transactions require General Counsel approval; Code of Conduct and insider trading policies apply .
- Equity instruments: Company grants RSUs; no stock options outstanding/issued to NEOs; no dividends paid on RSUs before vesting .
| Item | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial Ownership (Common Shares) | Record Date: March 21, 2025 | 3,535 shares; <1% | As reported in security ownership table . |
| Unvested RSUs Outstanding | 12/31/2024 | — | Proxy table shows none for Sievers at FY-end . |
| Options – Exercisable/Unexercisable | 12/31/2024 | N/A | MBIN does not grant options to NEOs under current practice . |
| ESOP Allocation | 2024 | $3,231 | ESOP contribution; vests ratably over five years; participants can vote/receive dividends on allocated shares . |
Employment Terms
| Term | Details |
|---|---|
| Appointment & Roles | Appointed CFO effective 9/9/2024; serves as principal accounting officer; CFO of Merchants Bank . |
| Base Pay & Targets | Base salary $600,000 (prorated for 2024); target cash incentive 50% of base; target equity incentive (RSUs) 50% of base; both prorated in 2024 . |
| Sign-on Awards | $250,000 cash and $250,000 in common stock using 9/9/2024 close ($42.43), rounded up to whole shares . |
| Plan & Vesting | Awards under 2017 Equity Incentive Plan; RSUs vest ratably over 3 years with first vest Feb 1 following first anniversary (2024 awards vest starting 2/1/2026) . |
| Change-in-Control | No CIC agreement for Sievers; MBIN provides double-trigger CIC (2× salary + 2× target cash incentive; plus RSU acceleration upon termination post-CIC) to certain executives but explicitly not to Sievers . |
| Clawback | MBIN clawback policy compliant with SEC/Nasdaq Dodd-Frank rules; recovers excess incentive-based comp upon required restatements . |
| Ownership/Hedging | No ownership minimums; no prohibition on hedging/pledging; GC pre-clearance required for trades . |
Investment Implications
- Pay-for-performance linkage: Sievers’ incentives align with shareholder returns via equal-weighted Total Revenue, EPS, and ROAE targets; 2024 performance delivered a 103% payout, indicating disciplined goal-setting and alignment without excessive risk-taking .
- Retention and selling pressure: RSU vesting begins Feb 1, 2026 and vests ratably over 3 years, which generally reduces near-term selling pressure; however, proxy shows no unvested RSUs at 12/31/24 for Sievers despite a 9/9/2024 RSU grant—monitor subsequent filings for final award/vesting status .
- Alignment and governance flags: MBIN permits hedging/pledging and has no ownership guidelines—potential misalignment vs best practices; Sievers’ beneficial ownership was 3,535 shares (<1%), signaling limited “skin in the game” at FY-end 2024/Record Date—investors should monitor future accumulation and any pledging disclosures .
- Change-in-control and retention risk: Sievers lacks a CIC agreement (unlike other NEOs), reducing guaranteed severance economics and potentially increasing mobility risk in a competitive CFO market; mitigated by RSU vesting and performance-based awards .
- Governance and shareholder sentiment: Say-on-pay supported by over 70% of votes in 2024, and shareholders overwhelmingly opted for annual say-on-pay frequency in 2023, suggesting broad acceptance of the compensation framework underpinning Sievers’ incentives .
Supplemental Company Performance Context (2024)
| Metric | FY 2024 |
|---|---|
| Cumulative TSR Indexed to $100 | $294 |
| Peer Group TSR (Nasdaq Bank Index) | $147 |
| Net Income ($) | $320,386,000 |
| ROAE (%) | 16.86% |
Compensation Benchmarking: Peer group used for executive compensation (2024 decisions) includes 26 regional financials (e.g., Banner, First Merchants, Walker & Dunlop, WaFd); selection emphasized revenue size, multi-family exposure, and comparable business model/regulatory complexity . Say-on-pay vote in 2024 had >70% approval; frequency vote in 2023 favored annual (>98%) .