Sue Anne Gilroy
About Sue Anne Gilroy
Independent director at Merchants Bancorp since June 2017; age 76 as of the 2025 proxy . Education includes a B.A. in speech and secondary education (DePauw University) and an M.P.A. from Indiana University–Indianapolis . Background spans Executive Director/VP of Development at St. Vincent Foundation (2005–2019), Indiana’s first female Secretary of State (1994–2002), and senior roles in Indianapolis city-county government and public service . The Board classifies her as an independent director under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Vincent Foundation | Executive Director & VP of Development | 2005–2019 | Led development; nonprofit leadership |
| State of Indiana | Secretary of State (first female) | 1994–2002 | Statewide executive office |
| Indianapolis & Marion County (Consolidated Gov.) | Director | Not specified | City-county executive leadership |
| Indianapolis Parks & Recreation | Director | 1974–1976 | Municipal operations oversight |
| Office of Sen. Richard G. Lugar | Indiana State Director | 1990–1993 | Federal/state liaison |
| IN Gov. Mitch Daniels’ Blue Ribbon Commission | Commissioner | 2007 | Local government reform |
External Roles
| Organization | Role | Current/Past |
|---|---|---|
| University of Indianapolis | Director | Current |
| University High School (Indianapolis) | Director | Current |
| Tabernacle Presbyterian Church Endowment Fund Board | Trustee | Past |
| Public-company boards (last 5 years) | None | Current status (none in past 5 years) |
Board Governance
- Independence: Board determined Gilroy is independent; 6 of 11 directors are independent .
- Board structure: Chairman and CEO roles combined; Lead Independent Director charter in place (current Lead Independent Director: Andrew A. Juster) .
- Attendance: Board held six meetings in 2024; all directors met ≥75% attendance; note Ms. Sellers missed one of two Compensation Committee meetings .
- Committee memberships and chairs (2024):
| Committee | Gilroy Role | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | Andrew A. Juster | 8 |
| Compensation | Member | Patrick D. O’Brien | 2 |
| Nominating & Corporate Governance | Member | Anne E. Sellers | 1 |
| Risk | Member | David N. Shane | 4 |
- Audit Committee independence and expertise: All members meet Nasdaq/SEC independence; financial experts designated (Juster, Sellers, Shane) .
Fixed Compensation
- Director compensation framework (effective Jan 2024): $140,000 annual retainer ($70,000 cash + restricted common stock equal to $70,000, paid quarterly), chair fees (Audit $17,500; Risk $17,500; Compensation $12,500; Nominating $10,000); Lead Independent Director retainer $15,000 if applicable; no meeting fees; no additional compensation for service on Merchants Bank or subsidiaries .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $50,000 | $70,000 |
| Stock Awards ($) | $50,093 | $70,079 |
| Total ($) | $100,093 | $140,079 |
Notes: 2024 equity paid in four installments after board meetings in Feb/May/Aug/Nov; installments based on closing prices: $38.75 (Feb 13, 2024), $43.04 (May 15, 2024), $40.78 (Aug 14, 2024), $39.00 (Nov 19, 2024) .
Performance Compensation
- Directors do not have performance-conditioned equity; quarterly equity retainer is time-based and calculated on prevailing closing prices, not performance metrics .
| 2024 Equity Installments | Closing Price | Shares Basis |
|---|---|---|
| February installment | $38.75 | Amount equal to $17,500 per installment, rounded to whole shares |
| May installment | $43.04 | Same as above |
| August installment | $40.78 | Same as above |
| November installment | $39.00 | Same as above |
Other Directorships & Interlocks
- No public-company directorships in the past five years for any nominee (including Gilroy), reducing risk of public-company interlocks .
- Compensation Committee interlocks/related party participation: Committee members (including Gilroy) had no related-party transactions requiring disclosure; loans may exist but only on ordinary-course terms comparable to unrelated parties .
Expertise & Qualifications
- Public sector management and nonprofit leadership credentials; brings governance experience and stakeholder engagement perspective .
- Audit Committee experience (member), with board-level oversight across compensation, governance, and risk .
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % |
|---|---|---|
| Sue Anne Gilroy | 11,669 | <1% (asterisk denotes <1%) |
- Ownership policies: No mandatory ownership guidelines for directors/executives; no prohibition on hedging or pledging (subject to insider trading policy approvals) — alignment risk .
- Broader governance context: Founders and immediate families beneficially own ~57% of common stock, enabling substantial influence over shareholder outcomes .
Governance Assessment
-
Positives
- Independent status; service on all key committees supports board effectiveness and oversight breadth .
- Strong attendance; board/committee activity cadence documented (8/2/1/4 meetings) .
- Director compensation review by Aon and 2024 reset to market levels improves recruitment/retention; transparent quarterly equity retainer mechanics .
-
Red flags / watch items
- No director ownership guidelines and allowance for hedging/pledging increases misalignment risk for non-executives (flag for engagement) .
- Combined Chair/CEO with concentrated ownership among founders may limit board influence; Lead Independent Director charter mitigates but does not eliminate control risks .
- No performance-conditioned director equity; pay is fixed retainer plus time-based stock, offering limited pay-for-performance linkage .
-
Conflicts/related-party exposure
- No disclosed related-party transactions involving Gilroy; Compensation Committee members clean of interlocks requiring disclosure (ordinary-course loans excepted) .
-
Alignment and incentives
- Gilroy’s total 2024 director compensation $140,079 with 50/50 cash-equity mix; YoY increase from $100,093 in 2023 reflects board’s market realignment and may enhance alignment via equity retainer, though absence of ownership guidelines and hedging/pledging policy is a concern .