Terry Oznick
About Terry Oznick
Executive Vice President and General Counsel at Merchants Bancorp since September 2018; age 41 in 2025 (40 in 2024). Previously Senior Associate at Krieg DeVault LLP, Senior Counsel and Vice President at Citibank, N.A., and Assistant General Counsel and Vice President at JPMorgan Chase Bank, N.A. Responsibilities include oversight of legal affairs, human resources, and compliance; also serves as Corporate Secretary and shareholder communications contact, regularly signing and filing Company 8-Ks and related documents .
Company performance context during his tenure (selected metrics used in MBIN incentives):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EPS ($USD) | $4.47 | $5.64 | $6.30 |
| Return on Average Equity (%) | 17.21% | 17.63% | 16.86% |
| Net Income ($USD) | $219,721,000 | $279,234,000 | $320,386,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Krieg DeVault LLP | Senior Associate | Not disclosed | Financial institutions advisory (M&A, operational/legal) |
| Citibank, N.A. | Senior Counsel & Vice President | Not disclosed | SEC filings/compliance; electronic banking and cash management support |
| JPMorgan Chase Bank, N.A. | Assistant General Counsel & Vice President | Not disclosed | Bank regulatory and operations legal support |
External Roles
None disclosed in MBIN filings .
Fixed Compensation
Not individually disclosed. MBIN reports detailed compensation for Named Executive Officers (NEOs), and Oznick is not listed as a NEO in 2024–2025 proxy statements .
Performance Compensation
Company incentive framework (applies to NEOs; Oznick’s participation not disclosed): metrics are Total Revenue, EPS, and ROAE, equally weighted, with payout range 75%–125% of target; RSU equity awards vest ratably over three years. 2024 results yielded a 103% average payout for NEO cash and equity incentives .
| Metric | Target (2024) | Actual (2024) | Payout (% of Target) | Vesting Terms |
|---|---|---|---|---|
| Total Revenue ($USD) | $591,354,000 | $646,454,000 | 109% | RSUs vest ratably over 3 years; first tranche 2/1/2026 |
| EPS ($USD) | $6.31 | $6.30 | 100% | RSUs vest ratably over 3 years; first tranche 2/1/2026 |
| ROAE (%) | 17.12% | 16.86% | 99% | RSUs vest ratably over 3 years; first tranche 2/1/2026 |
| Average Payout | — | — | 103% | — |
Equity Ownership & Alignment
- Stock ownership guidelines: None; MBIN does not require directors or executive officers to maintain a minimum ownership level .
- Hedging/pledging: No current prohibition; trades by directors/executive officers require prior approval from the General Counsel under insider trading policies .
- Clawback: Nasdaq/Dodd-Frank compliant clawback policy requires recovery of excess incentive compensation in the event of a required restatement .
| Policy Area | Company Disclosure |
|---|---|
| Ownership guideline | None required |
| Hedging/Pledging | Not prohibited; subject to insider trading policy approval |
| Clawback | Mandatory recovery for restatements per Nasdaq/DFA |
Note: Individual beneficial ownership for Oznick is not tabulated in the Security Ownership tables (covers directors and NEOs) .
Employment Terms
- Current role and tenure: Executive Vice President & General Counsel since September 2018; Corporate Secretary; oversees legal, HR, compliance; primary contact for shareholder communications .
- Contracts: No individual employment agreement disclosed. MBIN change-in-control agreements and severance mechanics (double-trigger, 2x salary + 2x target cash incentive, 12-month non-compete/non-solicit) are disclosed for NEOs; Oznick is not a NEO and no CIC agreement for him is disclosed .
- Garden leave/post-termination consulting: Not disclosed for Oznick .
Performance & Track Record
Company outcomes on incentive metrics during Oznick’s tenure:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EPS ($USD) | $4.47 | $5.64 | $6.30 |
| Return on Average Equity (%) | 17.21% | 17.63% | 16.86% |
| Net Income ($USD) | $219,721,000 | $279,234,000 | $320,386,000 |
Operational governance highlights:
- Regular 8-K signatory and secretary on corporate agreements (e.g., deposit agreement for preferred stock), indicating active execution oversight .
- MBIN Compensation Committee uses equal weighting across core financial metrics and emphasizes multi-year RSU vesting for retention .
Compensation Committee Analysis
- Consultant and peer group: Aon engaged; a 26-company peer group emphasizing multifamily exposure, revenues $300–$860MM; peer group maintained into 2024 with minor adjustments .
- Say-on-pay results: 2024 approval “over 70%”; 2023 approval ~84%; shareholders voted ~98% for annual say-on-pay frequency in 2023 .
- Program design guardrails: Double-trigger CIC; no option repricing; no tax gross-ups; equity vesting over multiple years; performance-based awards tied to revenue, EPS, ROAE .
Risk Indicators & Red Flags
- Hedging/pledging allowed: Potential alignment risk because MBIN currently permits hedging/pledging; mitigated by insider trading pre-clearance (administered by General Counsel) .
- Related party transactions: Significant legal services with Dinsmore & Shohl LLP due to a director partnership; governed by Audit Committee policies—no direct linkage to Oznick disclosed .
- Section 16 compliance: No delinquent filings reported for Oznick; limited late filings noted for other executives in 2024–2025 .
Investment Implications
- Retention risk appears contained: Multi-year RSU vesting is a retention lever at MBIN, though Oznick’s individual equity awards are not disclosed; his dual legal/HR/compliance remit and Secretary role signal institutional centrality .
- Alignment watchpoint: Without ownership requirements and with permitted hedging/pledging, monitor for any future policy tightening or individual trading plans; continued say-on-pay support suggests broader investor acceptance of MBIN’s pay design .
- Execution signal: Frequent 8-K execution and governance roles (Secretary; signatory on capital actions) underscore operational discipline—positive for continuity in regulatory and capital markets transactions .