Thomas Dinwiddie
About Thomas W. Dinwiddie
Thomas W. Dinwiddie (age 77) is a partner at Dinsmore & Shohl LLP with a practice focused on real estate, real estate finance, real estate development, and mortgage banking; he joined the MBIN (Merchants Bancorp) board in May 2022 and has served on the Merchants Bank of Indiana board since 2002. He holds a bachelor’s degree from DePauw University and a J.D. from Indiana University Robert H. McKinney School of Law, and brings decades of mortgage banking and real estate expertise to MBIN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dinsmore & Shohl LLP | Partner (Real Estate, Finance, Development, Mortgage Banking) | Ongoing | Represents Indiana Mortgage Bankers Association >40 years; first recipient of its Distinguished Service Award |
| Merchants Bank of Indiana | Director | Since 2002 | Long-standing director at subsidiary bank |
External Roles
- Public company directorships: None within the past five years (proxy states no nominees/directors served as a director of another “public company” in the past five years) .
- Industry leadership: Representation of Indiana Mortgage Bankers Association spanning >40 years; Distinguished Service Award recipient .
Board Governance
| Item | Detail |
|---|---|
| Board committees | Risk Committee member; not on Audit, Compensation, or Nominating & Corporate Governance |
| Committee chair roles | None (not listed as chair of any committee) |
| Independence | Not independent under Nasdaq rules due to partnership at Dinsmore & Shohl LLP, a law firm with a substantial relationship with MBIN |
| Risk Committee composition | All members are independent except Mr. Dinwiddie |
| Audit Committee financial expert | Not designated; Audit Committee “financial experts” are Juster, Sellers, Shane |
| Board meeting cadence 2024 | 6 Board meetings held; directors attended at least 75% of Board/committee meetings (exception: Sellers missed 1 Compensation meeting); all directors attended the 2024 annual meeting |
| Lead Independent Director | Andrew A. Juster; charter provides for organizing independent director sessions as needed |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 70,000 | Part of $140,000 annual retainer |
| Stock awards (restricted common) | 70,079 | Paid quarterly in installments of $17,500 worth of shares; priced off prior-day close; rounding up to whole shares |
| Total | 140,079 | No meeting fees; no subsidiary board fees |
| 2024 Quarterly Stock Installments | Closing Price Used | Installment Value ($) |
|---|---|---|
| February (issued after regular Board meeting) | 38.75 | 17,500 |
| May | 43.04 | 17,500 |
| August | 40.78 | 17,500 |
| November | 39.00 | 17,500 |
Key structural elements:
- Annual director retainer: $140,000, paid as $70,000 cash and $70,000 restricted common stock in equal quarterly installments, contingent on continued Board service at payment dates .
- Committee chair fees: Audit chair $17,500; Risk chair $17,500; Compensation chair $12,500; Nominating & Corporate Governance chair $10,000; Lead Independent Director $15,000 if CEO and Chair roles are combined. Dinwiddie is not chair; thus no chair retainer .
- No additional compensation for Merchants Bank or other subsidiary service and no meeting attendance fees .
Performance Compensation
- Directors are compensated via fixed cash and equity retainers; no performance-based director compensation metrics are disclosed. Director equity grants are time-based quarterly stock delivery rather than performance-conditioned awards .
Other Directorships & Interlocks
- No other public company boards in past five years for Dinwiddie .
- Interlock/related-party exposure: MBIN retains Dinsmore & Shohl LLP; 2024 fees totaled $4.0 million (MBIN paid $2.2 million; $1.8 million paid by third parties such as borrowers), constituting a substantial relationship that renders Dinwiddie non-independent .
Expertise & Qualifications
- Deep expertise in real estate, finance, development, and mortgage banking; multi-decade industry advocacy via Indiana Mortgage Bankers Association .
- Legal training: J.D., Indiana University Robert H. McKinney School of Law; B.A., DePauw University .
- Longstanding governance presence at Merchants Bank of Indiana (since 2002) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Thomas W. Dinwiddie | 20,370 | <1% |
Policies affecting alignment:
- Stock ownership guidelines: None; no minimum holdings required for directors/executives .
- Hedging/pledging: No prohibitions; directors/executives/employees may hedge or pledge subject to insider trading policies and pre-clearance by General Counsel .
Section 16(a) compliance:
- MBIN states all directors and executive officers satisfied Section 16(a) filing requirements in 2024 except two non-director officers (Koors and Langford) with late Form 4s for bona fide gifts; no late filings attributed to Dinwiddie .
Governance Assessment
- Independence and conflict risk: Dinwiddie is explicitly “not independent” due to his partnership at Dinsmore & Shohl LLP, which received $4.0 million in fees in 2024, including $2.2 million paid directly by MBIN; he is the sole non-independent member of the Risk Committee. This creates a perceived conflict in oversight of credit, compliance, and enterprise risk, particularly given the firm’s role in loan documentation/collections .
- Attendance/engagement: Board met 6 times in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting. This indicates baseline engagement but lacks granular individual attendance disclosure for Dinwiddie beyond the 75% threshold .
- Director pay structure: 50/50 cash-equity retainer aligns directors with shareholders through stock exposure; however, lack of ownership guidelines and allowance of hedging/pledging dilute alignment and may be viewed as governance weak points .
- Compensation benchmarking: In 2023, Aon’s review indicated MBIN’s director compensation was in the bottom tenth percentile of the peer group, prompting the 2024 structure changes. Use of an independent consultant (Aon) for director compensation is a positive governance practice; committee chairs/lead independent director receive incremental retainers .
- Say-on-pay (executive) as confidence signal: Over 70% approval in 2024 suggests acceptable shareholder sentiment toward MBIN’s compensation practices broadly, though not directly about director pay .
RED FLAGS
- Non-independence with significant related-party fees (Dinsmore & Shohl LLP) .
- Placement on Risk Committee while non-independent (exception to otherwise independent composition) .
- No stock ownership guidelines for directors/executives .
- Hedging/pledging permitted for insiders (subject to pre-clearance), which can undermine alignment .
OPPORTUNITIES TO MONITOR
- Audit Committee retains oversight of related-party transactions; continued monitoring of Dinsmore engagements and fee levels is warranted .
- Review future proxies for any changes in committee composition (removal from Risk Committee or independence changes) and for potential adoption of ownership guidelines/hedging restrictions .
Supporting references:
- Biography, tenure, age, education:
- Committee memberships and chairs:
- Independence determination:
- Board/committee meeting cadence and attendance:
- Lead Independent Director and executive sessions policy:
- Director compensation amounts and quarterly stock pricing:
- Director compensation structure and chair/lead retainer amounts:
- Related party transactions (Dinsmore & Shohl LLP fees):
- Section 16(a) compliance:
- Ownership table (shares/%):
- Say-on-pay approval result: