Robert Casciato
About Robert M. Casciato
Robert M. Casciato (age 73) is an independent director of Meridian Corporation (MRBK) and has served on the board since 2004, bringing domain expertise in environmental remediation and real estate development. His background includes founding and leading Alliance Environmental Systems and partnership in brownfield redevelopment, positioning him for risk-aware oversight on credit and collateral-heavy lending. He meets NASDAQ and SEC independence standards, and the board reports at least 90% attendance by all directors in 2024, indicating consistent engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance Environmental Systems, Inc. | Founding partner; later President & COO | 1994–2019 (founding partner; acquired full ownership in 2019); sold shares in 2021; currently President & COO | Led environmental remediation, selective demolition, asbestos abatement; named Business of the Year (2003) |
| RMC/SDI Real Estate Partnership | Partner | Not disclosed | Brownfields redevelopment; real estate risk/valuation experience |
| French and Pickering Creeks Conservation Trust | Past Treasurer | Not disclosed | Non-profit financial stewardship |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Alliance Environmental Systems, Inc. | President & COO | No (private) | Environmental remediation and demolition services |
| RMC/SDI Real Estate Partnership | Partner | No (private) | Brownfields redevelopment |
| French and Pickering Creeks Conservation Trust | Past Treasurer | No (non-profit) | Conservation trust governance |
| Other public company boards | — | — | None disclosed |
Board Governance
- Independence: Casciato is one of six independent directors on an eight-member board; key committees are entirely independent .
- Committee assignments:
- Loan Committee: Chair; met 12 times in 2024 .
- Risk Management Committee: Member (comprised of all independent directors; chaired by CFO Denise Lindsay); met 4 times in 2024 .
- Governance & Nominating Committee: Member (comprised of all independent directors); met 10 times in 2024 .
- Attendance: All directors attended at least 90% of board and committee meetings in 2024; directors are encouraged to attend the annual meeting .
- Lead Independent Director: Robert T. Holland (chairs executive sessions; oversees evaluations) .
- Policies: Anti-hedging and pledging prohibitions; clawback policy adopted Nov 21, 2023 .
- Shareholder votes (signals):
- 2025 say-on-pay: For 7,170,396; Against 967,760; Abstain 24,206 .
- 2024 say-on-pay: For 7,964,057; Against 167,326; Abstain 591,093 .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash fees (total earned by Casciato) | $50,000 | 2024 | Director fees earned/paid in cash |
| Quarterly Board Retainer (all members) | $10,400 | 2024 schedule | Paid quarterly |
| Lead Independent Director premium | $3,100 | 2024 schedule | Not applicable to Casciato |
| Committee Chair fee | $2,100 | 2024 schedule | Applicable (Loan Committee Chair) |
| Committee member fee (non-chair) | $1,600 | 2024 schedule | Applicable for Risk and Governance & Nominating |
- Equity grants to directors: Eligible under 2016 Equity Incentive Plan, but no stock options were granted as director compensation in 2024 .
Performance Compensation
| Element | Detail | Period | Notes |
|---|---|---|---|
| Performance-based director pay | None disclosed | 2024 | No performance metrics tied to director compensation disclosed |
| Equity as performance compensation | None in 2024 | 2024 | No stock options granted as director compensation in 2024 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit roles | Alliance Environmental Systems (President & COO); RMC/SDI Real Estate Partnership (Partner); French and Pickering Creeks Conservation Trust (Past Treasurer) |
| Interlocks with competitors/customers/suppliers | Not disclosed; board notes vendor/contractual relationships are considered in independence assessments |
Expertise & Qualifications
- Environmental remediation and demolition operations; real estate redevelopment/brownfields (operational and risk experience) .
- Community engagement and non-profit financial stewardship (treasurer role) .
- Board tenure since 2004; aligns with institutional knowledge of Meridian .
Equity Ownership
| Metric | 2023-05-09 | 2025-03-28 | 2025-05-09 |
|---|---|---|---|
| Beneficial ownership (shares) | 213,396 (post-purchase) | 214,596 | 215,396 (post-purchase) |
| Ownership % of outstanding | — | 1.90% | — |
| Shares outstanding | — | 11,285,278 | — |
| Pledging/hedging | Anti-pledging and hedging policy in place; no pledging disclosed for Casciato | ||
| Insider trading alignment | Numerous open-market purchases in May 2023 (prices ~$8.5–$8.8; multiple lots) and May 2025 (prices ~$13.67–$13.80), increasing holdings |
Selected Insider Trades (recent)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-05-09 | Purchase | 1,793 | $13.80 | 215,189 | https://www.sec.gov/Archives/edgar/data/1750735/000175073525000043/0001750735-25-000043-index.htm |
| 2025-05-09 | Purchase | 200 | $13.67 | 215,396 | https://www.sec.gov/Archives/edgar/data/1750735/000175073525000043/0001750735-25-000043-index.htm |
| 2025-05-09 | Purchase | 7 | $13.77 | 215,196 | https://www.sec.gov/Archives/edgar/data/1750735/000175073525000043/0001750735-25-000043-index.htm |
| 2023-05-08–09 | Multiple Purchases | Various lots (e.g., 656, 600, 500, 1,427) | ~$8.46–$8.82 | Up to 213,396 | https://www.sec.gov/Archives/edgar/data/1750735/000175073523000044/0001750735-23-000044-index.htm |
Governance Assessment
-
Strengths:
- Independence and high attendance bolster board effectiveness; Casciato chairs the Loan Committee, a critical locus of credit risk oversight in a commercial bank .
- Skin-in-the-game: material personal shareholdings (214,596 shares; 1.90%) and repeated open-market purchases signal alignment with shareholders and confidence in the bank’s prospects .
- Robust governance policies: anti-hedging/pledging and clawback policy adopted in 2023 reduce misalignment and protect against restatement-related windfalls .
-
Watch items / potential red flags:
- Say-on-pay support fell in 2025 vs. 2024 (higher opposition), reflecting some investor dissatisfaction with executive pay; while not director-specific, it is a governance signal that the board (including Casciato) should address .
- CEO employment agreement includes a 280G excise tax gross-up under change-in-control—generally viewed as shareholder-unfriendly; Compensation Committee (independent) oversight should consider modernization to market norms .
- Related-party exposure: Bank permits ordinary-course loans to directors under Regulation O; aggregate loans to officers/directors/affiliates were $1.0 million at 12/31/2024, with board asserting market terms—no specific transactions tied to Casciato disclosed, but ongoing monitoring appropriate given his real estate interests .
-
Overall view: Casciato’s independence, committee leadership in credit risk, and sustained personal share accumulation support investor confidence. Attention to broader compensation governance (e.g., gross-up terms, recent say-on-pay sentiment) remains warranted at the board level .
Other Notes
- Director election (signal of support): Casciato was re-elected as a Class A director in 2024 (Votes For 8,192,698; Withheld 529,778), indicating solid shareholder backing .
- Audit and risk frameworks: Independent Loan Review vendor reports to Audit and Risk Committees; strong committee cadence (Loan 12, Audit 11, Risk 4 in 2024) suggests active oversight .