Denise Lindsay
About Denise Lindsay
Denise Lindsay (Age 58) is Executive Vice President and Chief Financial Officer of Meridian Corporation (MRBK) and has served as a director since 2009; she is a CPA with over 30 years in bank financial management and is responsible for financial reporting, investor relations, risk management, ALM/treasury, forecasting, and budgeting . 2024 performance context: net income $16.3 million, ROAE 9.93%, NIM 3.16%, commercial loans +8.5% YoY, total assets +6.2%; MRBK’s TSR indicates a $100 initial investment valued at $102 for 2024 . She signs principal financial officer certifications and 10‑Q filings, reinforcing accountability for controls and disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DNB First | Vice President & Controller | 1992–2004 | Led financial reporting and controls for a regional bank; foundational experience for MRBK CFO role |
| KPMG LLP | Senior Accountant | Not disclosed | Public accounting and audit background; enhances internal control and reporting oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Financial Managers Society – Philadelphia chapter | Board Member | Not disclosed | Industry engagement; peer benchmarking; finance governance contribution |
| Upper Main Line YMCA | Chairman, Board of Advisors (former) | Not disclosed | Community leadership; stakeholder relations |
| YMCA of Greater Brandywine | Association Board Member (former) | Not disclosed | Non-profit governance and local ties |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $309,000 | $322,000 |
| All Other Compensation ($) | $57,738 | $66,914 | $58,484 |
Notes:
- 2024 base salary increased 4.2% YoY, aligned with Committee’s market and performance review .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Commercial loan growth (Dec 31, 2024 vs 2023) | 20% (within corporate 40% bucket) | > 9% | 12% | ≤ 100% |
| Return on average equity (FY 2024) | 20% (within corporate 40% bucket) | > 10.1% | 9.9% | ≤ 98% |
| Annual Incentive Target (% of Salary) | — | 65% | — | — |
| 2024 Actual Annual Incentive ($) | — | — | $275,000 | 85% of salary |
Program design:
- CFO annual cash incentive split: 40% formulaic corporate goals; 60% discretionary based on Committee assessment of individual/strategic performance .
- 2024 discretionary awards reflected strong operational, regulatory, strategic execution; CFO’s actual payout was $275,000 (85% of salary) even with ROAE slightly below target .
Multi‑Year Compensation (Earned vs Reported)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Bonus Earned ($) | $300,000 (cash timing: $200,000 paid in 2023) | $175,000 (cash timing: $140,000 paid in 2024) | $275,000 (cash timing: $240,000 paid in 2025) |
| Bonus Reported in SCT ($) | $250,000 | $235,000 | $175,000 |
| Equity‑Based Awards (Grant Date Fair Value $) | $95,499 | $23,400 | $127,820 |
| Total Compensation ($) | $703,237 | $634,314 | $683,304 |
Notes:
- Equity awards under the 2016 Plan; instrument type not specified in summary tables; options are disclosed in the outstanding awards detail .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 173,380 |
| Ownership (% of outstanding) | 1.52% (shares outstanding 11,285,278) |
| Hedging/Pledging | Prohibited by Board policy (anti‑hedging and pledging) |
| Insider Trading Policy & Clawback | Insider trading policy; Executive Compensation Recoupment Policy adopted Nov 21, 2023 |
Outstanding Options (as of Dec 31, 2024):
| Exercisable | Unexercisable | Strike ($) | Expiration | Vesting of Unexercised Tranche |
|---|---|---|---|---|
| 10,000 | 10,000 | 10.00 | 11/01/2033 | 11/01/2025 |
| 5,000 | 15,000 | 14.50 | 11/21/2034 | 11/21/2025 |
| 13,500 | 4,500 | 15.92 | 08/22/2032 | 08/22/2025 |
| 18,000 | — | 13.88 | 05/21/2031 | — |
| 15,000 | — | 9.00 | 11/04/2030 | — |
| 7,880 | — | 8.50 | 06/03/2029 | — |
| 15,000 | — | 8.90 | 05/24/2028 | — |
| 10,000 | — | 9.50 | 07/27/2027 | — |
Upcoming vesting events (potential supply overhang):
- 08/22/2025: 4,500 options at $15.92 vest .
- 11/01/2025: 10,000 options at $10.00 vest .
- 11/21/2025: 15,000 options at $14.50 vest .
2024 Equity Grants:
- Equity‑based award grant: 20,000 shares; grant date fair value $127,820 .
Employment Terms
| Provision | Denise Lindsay |
|---|---|
| Agreement Type & Term | Employment agreement; initial 2‑year term ended May 30, 2020; auto‑renews for successive 2‑year periods unless notice of non‑renewal |
| Base Salary (initial in agreement) | $225,000 (subsequent increases amend the agreement) |
| Severance (termination without cause or for good reason) | Lump sum equal to 200% of base salary and performance bonus opportunity in effect; replacement cost of other benefits (medical, disability, life insurance) |
| Change‑in‑Control | Double‑trigger; same economics as severance above (no CIC gross‑up disclosed for Lindsay) |
| Non‑Compete / Non‑Solicit | Applies during term and up to one year post‑termination |
| Notice Period | Executive may terminate with 90 days’ written notice; company may terminate for cause any time |
| Clawback | Executive Compensation Recoupment Policy (restatement/misalculation triggers) adopted Nov 21, 2023 |
Board Governance
- Board Service: Director since 2009; not independent (management director) .
- Committee Roles: Chair of Board Risk Management Committee; Risk Committee comprises CEO, CFO and all independent directors; met 4 times in 2024 .
- Board Attendance: Full Board met 12 times in 2024; all directors attended ≥90% of Board and committee meetings .
- Governance Features: Lead Independent Director; executive sessions; key committees (Audit, Compensation, Governance/Nominating) composed entirely of independent directors; anti‑hedging/pledging; clawback and insider trading policies .
Director Compensation (Dual‑role implications):
- Employee directors (including Lindsay) receive no additional pay for Board/committee service; non‑employee directors are paid retainers and committee fees; no director equity grants in 2024 .
Additional 2024 Performance Context
| Metric | Value |
|---|---|
| Net Income ($ millions) | $16.3 |
| ROAE (%) | 9.93% |
| ROAA (%) | 0.70% |
| Net Interest Margin (%) | 3.16% |
| Commercial Loan Growth (YoY) | +8.5% |
| Total Assets ($ billions) | $2.4; +$139.7 million YoY (+6.2%) |
| TSR – Value of $100 Investment | $102 (2024) |
Risk Indicators & Red Flags
- Independence: As CFO and director, Lindsay is non‑independent; however, compensation and audit committees are independent by charter, and lead director structure provides oversight .
- Hedging/Pledging: Prohibited by policy—reduces misalignment risk from collateralized shares .
- Clawback: Policy enables recovery of incentive/equity pay upon restatement or miscalculation—supports pay‑for‑true‑performance .
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 CFO bonus at 85% of salary with equity grant ($127,820) under 2016 Plan; program balances fixed pay with variable and equity to align with shareholder value .
- Performance Metrics: Corporate goals weighted at 40% (commercial loan growth and ROAE); loan growth exceeded target, ROAE slightly below—Committee applied discretionary overlays based on broader execution factors .
- Ownership Alignment: 1.52% direct/beneficial ownership; robust option holdings with multi‑year vesting; anti‑hedging/pledging .
Equity Vesting & Insider Selling Pressure
- 2025 vesting schedule includes 29,500 options across three tranches (15k at $14.50; 10k at $10.00; 4.5k at $15.92), potentially increasing tradable supply and tax withholding transactions around vest dates . Anti‑hedging/pledging policy mitigates leverage‑related selling risk .
Investment Implications
- Pay‑for‑Performance: CFO incentives are tied to loan growth and ROE, with significant at‑risk pay and equity vesting; clawback and anti‑hedging/pledging enhance alignment and reduce adverse incentives .
- Retention & CIC Economics: Auto‑renewing employment term with double‑trigger severance (200% salary+bonus) lowers turnover risk but creates meaningful CIC costs; upcoming 2025 option vestings may influence near‑term supply dynamics .
- Governance: Dual role (CFO + director) is offset by independent Audit/Compensation committees and a lead independent director; Lindsay’s chair role on Risk Management supports enterprise risk oversight amid rate and credit cycles .
- Execution Track Record: 2024 delivered net income growth, strong loan expansion, and stable NIM; ROE slightly below target advocates focus on capital efficiency in incentive designs going forward .