Tamika Catchings

About Tamika D. Catchings

Tamika D. Catchings (age 45) is an independent, non-executive director of Merchants Bancorp (MBIN), serving on the board since May 2022. She is the former Vice President of Basketball Operations and General Manager of the Indiana Fever and a highly decorated former WNBA player; she holds both bachelor’s and master’s degrees in sports management from the University of Tennessee . She brings leadership and community engagement experience, with ongoing roles in Indianapolis civic and philanthropic organizations .

Past Roles

External Roles

Board Governance

• Independence: The board determined Catchings is independent under Nasdaq and SEC rules (one of 6 independent directors out of 11) .
• Attendance: In 2024, all directors attended at least 75% of board and committee meetings (only Ms. Sellers missed 1 of 2 Compensation meetings), indicating Catchings met the ≥75% threshold; all directors attended the 2024 annual meeting .
• Board leadership: CEO and Chair roles are combined (Petrie); the board uses a Lead Independent Director structure (current LID: Andrew A. Juster) with a written charter .

Committee assignments (2024):

Additional governance context:

• Audit Committee “financial experts” designated: Juster, Sellers, Shane (not Catchings) .
• Catchings is listed as a signatory member on both the Audit Committee and Compensation Committee reports .

Fixed Compensation (Director)

Compensation structure details:

• 2024 director compensation structure: $140,000 annual retainer per non-executive director, split $70,000 cash and $70,000 in restricted common stock, paid in equal quarterly installments while serving on the board .
• Quarterly equity installment mechanics: four installments of shares equal to $17,500 each, priced at prior-day close: Feb $38.75, May $43.04, Aug $40.78, Nov $39.00 (rounded up to whole shares) .
• Chair/lead retainers (not applicable to Catchings in 2024): Audit Chair $17,500; Risk Chair $17,500; Compensation Chair $12,500; Nominating Chair $10,000; Lead Independent Director $15,000 (prorated for changes) .
• No meeting fees; no additional pay for subsidiary board service .

Performance Compensation (Director)

• Directors do not have performance-based pay plans; compensation is a fixed cash retainer plus quarterly restricted stock grants as part of the director retainer. No meeting fees or option awards are used for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.S. and M.S. in Sports Management, University of Tennessee .
• Core competencies: Leadership, community and philanthropic engagement, and local market network; business ownership/board service in Indianapolis; broadcast analytics experience .
• Not designated as “audit committee financial expert” (committee’s experts are Juster, Sellers, Shane) .

Equity Ownership

Notes:

• Shares outstanding at record date: 45,881,706 .
• ESOP allocations are included where applicable; unvested RSUs not entitled to vote/dividends are excluded from “beneficial ownership” calculation .

Governance Assessment

• Strengths

  • Independent director with full membership across Audit, Compensation, Nominating, and Risk committees, signaling broad engagement and oversight exposure .
  • Attendance at or above 75% threshold across board/committees in 2024; all directors attended 2024 annual meeting .
  • Director compensation structure modernized in 2024 after an Aon review; prior levels were bottom 10th percentile vs peer group, now set at $140k with 50/50 cash/stock mix—supports attraction/retention without excessive complexity .

• Concerns / RED FLAGS (board-level, not specific to Catchings unless noted)

  • Combined CEO/Chair; mitigated by Lead Independent Director charter and role, but still concentrates authority at the top .
  • No stock ownership guidelines for directors or executives; hedging and pledging of company securities are not prohibited (subject to insider trading pre-clearance)—a misalignment risk for long-term incentives .
  • Related-party exposure on the board (not involving Catchings): legal services from a firm where director Dinwiddie is a partner ($4.0M total fees in 2024; $2.2M paid by MBIN, $1.8M by third parties) and employment of CEO’s son-in-law at a subsidiary (comp $1,561,707), though both are described as within policy/ordinary course .
  • 2024 say‑on‑pay support was just over 70%, below typical bank peer medians—signals some shareholder concern on executive pay .

• Signals to monitor

  • Continued independence and robust participation across all four committees by Catchings .
  • Any future adoption of director/executive ownership guidelines or restrictions on hedging/pledging to strengthen alignment .
  • Trends in say‑on‑pay outcomes and the Compensation Committee’s responsiveness (Catchings is a member) .