Clarence Martindell
About Clarence Martindell
Clarence A. Martindell (age 57) is Executive Vice President of Commercial Real Estate Lending at Meridian Corporation (MRBK), CEO of Meridian Land Settlement Services, LLC (title services subsidiary), and President of Apex Realty, LLC (REO disposition subsidiary). He has 30+ years of real estate lending experience, previously serving as Director of Finance at Westrum Development Co. and spending ~13 years in commercial real estate banking at National Penn Bank . Corporate performance relevant to incentive setting for 2024: net income $16.3 million, ROA 0.70%, ROE 9.93%, NIM 3.16% ; and pay-vs-performance TSR index value on a $100 initial investment: $102 in 2024 (vs. $95 in 2023, $87 in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Westrum Development Co. | Director of Finance | Not disclosed | Finance leadership in regional homebuilding; relevant for CRE lending |
| National Penn Bank | Commercial Real Estate Division (Banking) | ~13 years | Deep CRE credit and portfolio experience; informs MRBK’s CRE growth priorities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Lenders (non-profit) | Director | Not disclosed | Supports community development in PA counties; public-interest and market network exposure |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $280,000 | Approved by Compensation Committee |
| Bonus (earned for 2024) | $86,000 | Participated solely in discretionary program; paid $60,000 cash in 2025 timing |
| Equity-Based Awards (2024 grant) | 12,000 shares; $76,692 grant value | Restricted equity; multi-year vesting emphasized by plan, specific schedule not disclosed |
| All Other Compensation | $51,131 | Insurance premiums $22,599; Company 401(k)/ESOP/SERP contributions $28,532; no perquisites disclosed |
Performance Compensation
- 2024 annual incentive framework: PEO/PFO awards are 40% corporate formulaic (commercial loan growth and ROE) and 60% discretionary; Mr. Martindell was solely discretionary (no stated target%) .
- Corporate performance measures (context for committee decisions):
- Commercial loan growth target >9%; actual 12%; payout ≤100% of target for that measure .
- ROAE target >10.1%; actual 9.9%; payout ≤98% of target for that measure .
- Mr. Martindell’s actual discretionary award: $86,000 (31% of salary), paid based on qualitative assessment of performance and strategic contribution .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Discretionary Individual Performance (2024) | 100% of award | Not disclosed | Committee qualitative evaluation | $86,000; 31% of salary | $60,000 cash paid in 2025; remainder timing not specified |
| Corporate: Commercial Loan Growth (context) | 20% of corporate formula | >9% | 12% | ≤100% vs. target | N/A for Mr. Martindell (discretionary-only) |
| Corporate: ROAE (context) | 20% of corporate formula | >10.1% | 9.9% | ≤98% vs. target | N/A for Mr. Martindell (discretionary-only) |
Equity Ownership & Alignment
- Beneficial ownership: 70,970 shares; 0.63% of outstanding shares (11,285,278 as of March 28, 2025) .
- Anti-hedging and anti-pledging policies in force; pledging prohibited (alignment positive) .
- Outstanding stock options (as of 12/31/2024):
| Option Grant | Exercisable (#) | Unexercisable (#) | Strike Price | Expiration | Next Vest Date |
|---|---|---|---|---|---|
| 05/08/2027 | 4,000 | — | $9.50 | 05/08/2027 | N/A |
| 05/24/2028 | 8,000 | — | $8.90 | 05/24/2028 | N/A |
| 06/03/2029 | 5,000 | — | $8.50 | 06/03/2029 | N/A |
| 11/04/2030 | 10,000 | — | $9.00 | 11/04/2030 | N/A |
| 05/21/2031 | 12,000 | — | $13.88 | 05/21/2031 | N/A |
| 08/22/2032 | 9,000 | 3,000 | $15.92 | 08/22/2032 | 08/22/2025 (3,000) |
| 11/01/2033 | 3,000 | 3,000 | $10.00 | 11/01/2033 | 11/01/2025 (3,000) |
| 11/21/2034 | 3,000 | 9,000 | $14.50 | 11/21/2034 | 11/21/2025 (9,000) |
- Upcoming vesting cadence may create incremental sellable supply in late-2025 from 15,000 options vesting on 08/22/2025, 11/01/2025, and 11/21/2025; no pledging allowed under policy .
- 2024 equity grant: 12,000 restricted shares; specific vesting schedule not disclosed; plan emphasizes multi-year vesting for retention .
Employment Terms
- Change-in-Control Agreement (signed August 29, 2022): double-trigger; if terminated without cause, as a condition of closing, or for “good reason” within 12 months post-CIC, lump sum equals 100% of base salary plus performance bonus opportunity in effect, plus replacement cost of medical/disability/life benefits; non-compete and non-solicit up to six months post-termination .
- Clawback: Executive Compensation Recoupment Policy adopted November 21, 2023; recoverable in event of restatement or materially inaccurate performance metrics affecting awards, with recovery of excess incentive/equity value .
- Anti-hedging/pledging: Board policy prohibits hedging and pledging of company stock .
Investment Implications
- Pay-for-performance structure for Mr. Martindell leans on discretionary assessment (no formulaic target% disclosed); 2024 award at 31% of salary, aligned with corporate loan growth strength but with ROE slightly below target, indicating committee discretion moderated payout .
- Alignment is moderate: 0.63% ownership and ongoing equity participation (12,000-share 2024 grant plus options), with anti-hedging/pledging prohibitions reducing misalignment risk .
- Near-term vesting runway: 15,000 options vesting in 2H2025 across three dates could add to potential selling supply or hedging needs; monitor Form 4 filings and trading windows for pressure signals .
- Retention protection exists but is modest relative to CEO terms: CIC economics at 1x base+bonus vs. 3x for CEO, double-trigger only, and short six-month post-termination restrictions—adequate but not excessive, limiting shareholder-cost risk while supporting continuity through transactions .
- Corporate performance context: TSR improved to 102 in 2024 with net income $16.3 million and ROE 9.93%; sustained CRE loan growth (12% YoY) under his remit is a key lever; execution risk remains inherent to CRE cycles and credit quality—Board risk oversight is formalized and robust .
Monitoring priorities: upcoming 2025 vesting events, any 8‑K 5.02 changes to role/agreements, and Form 4 activity; engagement signals if Compensation Committee shifts mix toward guaranteed vs. at‑risk pay, or modifies performance metrics/targets .