Robert Holland
About Robert T. Holland
Robert T. Holland (Age 76) serves as Meridian Corporation’s Lead Independent Director and has been a director since 2004, bringing deep financial, accounting, and operating expertise to the board . He is Principal of Holland Advisory Group, LLC (executive coaching), a CPA and member of the AICPA and PICPA, and is designated by the board as an “audit committee financial expert” under Nasdaq standards . His background includes founding and selling c.p. Allstar Corporation (1997–2007), service as CFO of a publicly traded diversified manufacturer for seven years, and 15 years as managing partner at a regional accounting firm; he has also served in municipal roles (West Goshen Planning Commission and Pension Board) and on several non-profit boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| c.p. Allstar Corporation (manufacturer) | Founder; later sold the business | Founded 1997; sold 2007 | Built and exited an operating company in manufacturing |
| Publicly traded diversified manufacturing company | Chief Financial Officer | 7 years | Financial leadership, public company reporting |
| MacDade Abbott & Co. (regional accounting firm) | Managing Partner | 15 years | Audit/accounting leadership; practice management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holland Advisory Group, LLC | Principal (executive coaching) | Not disclosed | Executive coaching and advisory |
| West Goshen Planning Commission | Commissioner | 28 years | Municipal planning oversight |
| West Goshen Pension Board | Board member | Not disclosed | Pension oversight |
| Various not-for-profit/charitable organizations | Board positions | Not disclosed | Community and philanthropic governance |
Board Governance
- Independence: The board determined Mr. Holland is independent under SEC and Nasdaq rules .
- Lead Independent Director: Serves as Lead Independent Director; structure includes executive sessions chaired by the Lead Director and key committees of independent directors .
- Lead Independent Director responsibilities include agenda input, chairing meetings without the CEO/Chair, meeting with regulators as appropriate, and scheduling director education .
- Attendance: In 2024, all current directors (including Mr. Holland) attended at least 90% of combined board and committee meetings .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 11 | All members meet Nasdaq independence/financial literacy; Holland designated “audit committee financial expert” |
| Compensation Committee | Member | 3 | Committee is fully independent; charter on company website |
| Loan Committee | Member | 12 | Oversees lending matters |
| Governance & Nominating Committee | Member (comprised of all independent directors) | 10 | All members meet Nasdaq independence requirements |
| Risk Management Committee | Member (all independent directors + CEO, CFO) | 4 | Oversees ERM; Chair is CFO Denise Lindsay |
| Board of Directors | Director; Lead Independent Director | 12 | Executive sessions; independent majority |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Board Retainer (all members) | $10,400 | Quarterly | Cash |
| Lead Independent Director Fee | $3,100 | Quarterly | Cash |
| Committee Chair Fee | $2,100 | Quarterly | Cash |
| Committee Member Fee (non-chair) | $1,600 | Quarterly | Cash |
| Director | 2024 Fees Earned (Cash) |
|---|---|
| Robert T. Holland | $75,200 |
Directors employed by Meridian are not paid additional compensation for board/committee service; non-employee director compensation is set by the board .
Performance Compensation (Non-Employee Director – 2024)
| Instrument | 2024 Grant | Terms | Notes |
|---|---|---|---|
| Stock Options (2016 Equity Incentive Plan) | None granted in 2024 | N/A | Directors are eligible under the plan, but no options were granted in 2024 |
| RSUs/PSUs | Not disclosed | N/A | Proxy section for director compensation did not disclose equity grants beyond stock options note |
| Cash Bonus | Not disclosed | N/A | Not indicated for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Holland in the 2025 proxy; biography references non-profit boards instead |
| Private/non-profit/academic boards | Several not-for-profit and charitable organizations; specific names not disclosed |
| Potential interlocks | Not disclosed in proxy |
Expertise & Qualifications
- CPA; member of AICPA and PICPA .
- Designated audit committee financial expert by the board under Nasdaq standards .
- CFO experience at a public diversified manufacturer; deep internal controls and U.S. GAAP experience .
- Operating experience as founder/operator in manufacturing; executive coaching practitioner .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | “As of” Date |
|---|---|---|---|
| Robert T. Holland | 89,053 | 0.79% | March 28, 2025 |
| Meridian shares outstanding | 11,285,278 | — | March 28, 2025 |
- Anti-hedging and pledging prohibitions apply under the company’s governance best practices .
- Beneficial ownership excludes unvested stock awards unless vesting within 60 days of March 28, 2025 .
Related-Party and Conflicts Check
- Director/officer loans: Bank extends loans to directors and executives in the ordinary course at market terms; aggregate outstanding balance to directors/executives/affiliates was $1.0 million at December 31, 2024 (no individual director breakdown provided) .
- Section 16(a) compliance: All required insider ownership reports were timely filed in 2024, per the proxy’s review .
- Governance policies: Anti-hedging and pledging prohibitions and an executive compensation clawback policy (adopted November 21, 2023) are in place .
Governance Assessment
-
Strengths:
- Lead Independent Director and Audit Committee Chair roles concentrate accountability and independent oversight; Audit Committee meets Nasdaq financial expert standard through Mr. Holland .
- Independent-majority board; key committees composed entirely of independent directors; executive sessions chaired by Lead Director .
- Attendance discipline: ≥90% attendance for all directors in 2024; robust committee cadence (Audit 11; Comp 3; Risk 4; G&N 10; Loan 12) .
- Clear policies: anti-hedging/pledging; clawback policy adopted in 2023 .
-
Watch items / potential red flags:
- Long board tenure (“director since 2004”)—investors may scrutinize independence over extended tenures even when formally independent .
- Related-party credit exposure at the bank level (aggregate $1.0 million to directors/executives/affiliates at 12/31/2024) warrants ongoing monitoring for Reg O compliance and disclosure granularity, though loans are stated to be on market terms .
- As a smaller reporting company, Meridian uses scaled executive compensation disclosures, which can reduce detail available to investors (comp committee report section notes SRC status) .
Overall signal: Mr. Holland brings strong financial oversight (CPA, former CFO, audit committee financial expert) and serves as Lead Independent Director and Audit Chair with high meeting cadence and board-wide ≥90% attendance—positive for control environment and investor confidence; monitoring of director/executive lending disclosures and tenure considerations remains prudent .