UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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9 Old Lincoln Highway
Malvern, PA 19355
Michael Curry, Corporate Secretary | ||
|
Malvern, Pennsylvania
April 10, 2019
30, 2021
30, 2021.
What am I being asked to vote on?
2021.
Shareholder of Record: Shares Registered in Your Name.Name. If you are a shareholder of record, you may vote in person at the Annual Meeting. Alternatively, you may vote by proxy by using the accompanying proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person if you have already voted by proxy. To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
counted.
Market.NYSE Rule 452 by The New York Stock Exchange. A "broker non-vote"“broker non-vote” results on a matter when your broker or nominee returns a proxy but does not vote on a particular proposal because it does not have discretionary authority to vote on that proposal and has not received voting instructions from you. We believe that your broker or nominee may not have discretionary voting power with respect to Proposal No. 1 and Proposal No. 2 to be considered at this meeting. You may not vote shares held in street name at the Annual Meeting unless you obtain a legal proxy from that organization holding your account.
the close of business on March 6, 2020.15, 2022. Pursuant to SEC Rule 14a-4(c)(2), if we receive timely notice of a proposal, our management proxies may still exercise discretion to vote on a matter if permitted by that rule and if we include in our proxy statement for the meeting a description of the matter and how the management proxies intend to exercise their discretion to vote.
otherwise indicated, the address for each shareholder listed below is c/o Meridian Corporation, 9 Old Lincoln Highway, Malvern, Pennsylvania 19335.
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership(1)(2) | | | Percentage of Class(2) | | ||||||
Christopher J. Annas(3) | | | | | 235,064 | | | | | | 3.81% | | |
Joseph L. Cafarchio | | | | | 20,725 | | | | | | 0.34% | | |
Robert M. Casciato | | | | | 82,129 | | | | | | 1.33% | | |
George C. Collier | | | | | 31,193 | | | | | | 0.51% | | |
Robert T. Holland | | | | | 34,301 | | | | | | 0.56% | | |
Edward J. Hollin | | | | | 23,788 | | | | | | 0.39% | | |
Anthony M. Imbesi(4) | | | | | 185,182 | | | | | | 3.00% | | |
Charles D. Kochka | | | | | 17,225 | | | | | | 0.28% | | |
Denise Lindsay | | | | | 52,615 | | | | | | 0.85% | | |
Randy J. McGarry | | | | | 5,500 | | | | | | 0.09% | | |
Kenneth H. Slack | | | | | 33,222 | | | | | | 0.54% | | |
Meridian Corporation Employee Stock Ownership Plan | | | | | 105,735 | | | | | | 1.71% | | |
Current Directors, Nominees & Executive Officer as a Group (11 persons) | | | | | 826,679 | | | | | | 13.40% | | |
Principal Shareholders (not otherwise named above) | | | | | | | | | | | | | |
The Banc Funds Company, LLC(5) | | | | | 515,155* | | | | | | 8.35% | | |
Ategra Capital Management(6) | | | | | 428,111* | | | | | | 6.94% | | |
Vanguard Group, Inc.(7) | | | | | 309,851* | | | | | | 5.02% | | |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1)(2)(3) | Percentage of Class | |||||
---|---|---|---|---|---|---|---|
Christopher J. Annas | 255,592 | 3.99 | % | ||||
Joseph L. Cafarchio | 13,559 | 0.21 | % | ||||
Robert M. Casciato | 72,016 | 1.12 | % | ||||
George C. Collier | 9,157 | 0.14 | % | ||||
Robert T. Holland | 26,213 | 0.41 | % | ||||
Edward J. Hollin | 22,300 | 0.35 | % | ||||
Anthony Imbesi(4) | 183,194 | 2.86 | % | ||||
Charles D. Kochka | 10,366 | 0.16 | % | ||||
Denise Lindsay | 37,856 | 0.59 | % | ||||
Randy J. McGarry | 2,000 | 0.03 | % | ||||
Kenneth H. Slack | 31,734 | 0.50 | % | ||||
Current Directors, Nominees & Executive Officer as a Group (11 persons) | 663,987 | 10.36 | % | ||||
Principal Shareholders (not otherwise named above) | |||||||
Basswood Capital Management, LLC(5) | 612,310 | * | 9.56 | % | |||
The Banc Funds Company, LLC(6) | 451,516 | * | 7.05 | % | |||
EJF Capital LLC(7) | 363,905 | * | 5.68 | % | |||
Ategra Capital Management(8) | 324,594 | * | 5.07 | % |
The
number of directors to be elected, shall be elected
George C. Collier2024:
Robert T. Holland
Accountant and member of the AICPA, PICPA and PICPA.FICPA. Mr. HollandSlack has served as a director of the Corporation since 2004. The Board believes that Mr. Holland's extensive managerial experience, includingSlack’s expertise in financial matters and industry knowledge, along with his financial accounting background and experience,years of service as a director of the Corporation, provides the qualifications and skills for him to serve as a Meridian Corporation director.
Denise Lindsay (Age 52)—Ms. Lindsay is the Executive Vice President and Chief Financial Officer of the Corporation. Ms. Lindsay is responsible for financial reporting, investor relations, risk management, asset-liability management, treasury, forecasting and budgeting. Before joining the Corporation, Ms. Lindsay was the Vice President and Controller of DNB First from 1992 to 2004. Prior to that time she was a Senior Accountant for KPMG, LLP. Ms. Lindsay serves as Chairman of the Board of Advisors for the Upper Main Line YMCA and in that capacity also serves on the Board of the YMCA of Greater Brandywine. Ms. Lindsay is a former member of the Advisory Board of the Federal Home Loan Bank—Philadelphia region. Ms. Lindsay has over 25 years' experience in bank financial management, is a Certified Public Accountant, a member of the Financial Managers Society and PICPA as well as a member of the Women in Banking Committee of the Pennsylvania Bankers Association. Ms. Lindsay has served as a director of the Corporation since 2009. The Board believes that Ms. Lindsay's financial, business and public accounting experience, as well as her career in banking, provides the qualifications and skills for her to serve as a Meridian Corporation director.
Robert M. Casciato
Foundation, One Independence Place Condominium Association, the Chester County Industrial and Investment Council, and is solicitor for and a member of the executive committee of South Eastern Economic Development Company of Pennsylvania, a non-profit SBA certified development company. Mr. Hollin has served as a director of the Corporation since 2004. The Board believes that Mr. Hollin'sHollin’s legal background, combined with his knowledge of the real estate industry, gives him the qualifications and skills to serve as a Meridian Corporation director.
Kenneth H. Slack
Randy J. McGarry (Age 51)53)—Mr. McGarry is the Executive Vice President and Chief Information Officer of the Corporation, responsible for executing technology and operational solutions aligned with corporate strategy. Prior to joining Meridian, Mr. McGarry was Managing Director at Automated Financial Systems in Exton, PA. Mr. McGarry has over 25 years of banking experience with expertise in IT strategy, technology architecture, network infrastructure, core system conversions and merger & acquisitions. Prior to Automated Financial Systems, Mr. McGarry served as an executive for Fox Chase Bank and Harleysville National Corporation and spent numerous years as the Chief Information Officer and Chief Operations Officer at Republic First Bancorp where he began his career in banking. Throughout his career, Mr. McGarry has led technology & operation teams to increase efficiencies, maximize resources and improve the customer experience. Mr. McGarry holds a Wharton Leadership Certificate from the ABA Stonier Graduate School of Banking, an MBA in Management Information Systems from Drexel University and a BS in Finance from Pennsylvania State University. Mr. McGarry is a member of the Greater Philadelphia Senior Executive Group and theChapter of Society for Information Management.
Management (SIM).
Governance and Nominating Committee. The Governance and Nominating Committee is comprised of all of the independent directors of the Board as it is the intention that this committee, as a whole, will be responsible for making recommendations regarding candidates for directorships and the size and composition of the Board. Shareholders desiring to submit a candidate for consideration as a nominee of the Board must submit the same information with regard to the candidate as required to be included in the Corporation'sCorporation’s proxy statement with respect to nominees of the Board in addition to any information required by the Corporation'sCorporation’s bylaws. Shareholder recommendations should be submitted in writing to Corporate Secretary, Meridian Corporation, 9 Old Lincoln Highway, Malvern, Pennsylvania 19355, on or beforebetween February 15th of the year in which the shareholder desires the candidate17, 2022 and March 19, 2022 to be considered as a nominee. Although the Board at this time does not utilize any specific written qualifications, guidelines, or policies in connection with the selection of director nominees, candidates must have a general understanding of the financial services industry or otherwise be able to provide some form of benefit to the Corporation'sCorporation’s business, possess the skills and capacity necessary to provide strategic direction to the Corporation, be willing to represent the interests of all shareholders, be able to work in a collegial board environment, and be available to devote the necessary time to the business of the Corporation. In addition to these requirements, candidates will be considered on the basis of diversity of experience, skills, qualifications, occupations, education, and backgrounds, and whether the candidate'scandidate’s skills and experience are complementary to the skills and experience of other board members. Candidates recommended by shareholders will be evaluated on the same basis as candidates recommended by the independent directors. The Governance & Nominating Committee is comprised of members who satisfy the applicable independence requirements of Nasdaq.
All current directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors (held for the period for which he or she has served as a director) and the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served).
for purposes of each of the above stated guidelines, the Board of Directors must affirmatively determine that the directors on the Audit Committee do not, among other things, accept any consulting, advisory, or other compensatory fee from the Corporation. Applying these standards, the Board of Directors has determined that all the directors on the Audit Committee are independent.
and the SEC.
In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2018,2020, for filing with the SEC.
Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Option Awards(1) | | | All Other Compensation | | | Total | | ||||||||||||||||||
Christopher Annas—Chairman, | | | | | 2020 | | | | | $ | 465,000 | | | | | $ | 380,000 | | | | | $ | 75,045 | | | | | $ | 149,208 | | | | | $ | 1,069,253 | | |
President and CEO of the Corporation | | | | | 2019 | | | | | $ | 450,000 | | | | | $ | 275,000 | | | | | $ | 73,425 | | | | | $ | 139,148 | | | | | $ | 937,573 | | |
Denise Lindsay—Chief Financial | | | | | 2020 | | | | | $ | 259,900 | | | | | $ | 130,000 | | | | | $ | 37,523 | | | | | $ | 63,302 | | | | | $ | 490,725 | | |
Officer and EVP of the Corporation | | | | | 2019 | | | | | $ | 251,500 | | | | | $ | 80,000 | | | | | $ | 36,713 | | | | | $ | 55,481 | | | | | $ | 423,694 | | |
Joseph Cafarchio—Chief | | | | | 2020 | | | | | $ | 238,700 | | | | | $ | 46,000 | | | | | $ | 25,015 | | | | | $ | 53,296 | | | | | $ | 363,011 | | |
Credit Officer and EVP of the Corporation | | | | | 2019 | | | | | $ | 231,000 | | | | | $ | 35,000 | | | | | $ | 24,475 | | | | | $ | 49,827 | | | | | $ | 340,302 | | |
Charlie Kochka—Chief Lending | | | | | 2020 | | | | | $ | 226,600 | | | | | $ | 30,000 | | | | | $ | 25,015 | | | | | $ | 57,639 | | | | | $ | 339,254 | | |
Officer and EVP of the Corporation | | | | | 2019 | | | | | $ | 222,000 | | | | | $ | 25,000 | | | | | $ | 14,685 | | | | | $ | 51,807 | | | | | $ | 313,492 | | |
Randy McGarry—Chief Information | | | | | 2020 | | | | | $ | 221,500 | | | | | $ | 45,000 | | | | | $ | 15,009 | | | | | $ | 40,657 | | | | | $ | 322,166 | | |
Officer and EVP of the Corporation | | | | | 2019 | | | | | $ | 215,000 | | | | | $ | 10,000 | | | | | $ | 4,895 | | | | | $ | 27,731 | | | | | $ | 257,626 | | |
Name | | | Year | | | Perquisites & Other Personal Benefits(1) ($) | | | Insurance Premiums ($) | | | Company 401(k)/ESOP/ SERP Contributions ($) | | | Total ($) | | | |||||||||||||||||
Christopher Annas | | | | | 2020 | | | | | | 31,700 | | | | | | 20,648 | | | | | | 96,860 | | | | | | 149,208 | | | | ||
| | | | | 2019 | | | | | | 32,636 | | | | | | 18,808 | | | | | | 87,704 | | | | | | 139,148 | | | | ||
Denise Lindsay | | | | | 2020 | | | | | | 3,600 | | | | | | 19,500 | | | | | | 40,202 | | | | | | 63,302 | | | | ||
| | | | | 2019 | | | | | | 5,105 | | | | | | 19,643 | | | | | | 30,733 | | | | | | 55,481 | | | | ||
Joseph Cafarchio | | | | | 2020 | | | | | | — | | | | | | 17,996 | | | | | | 35,300 | | | | | | 53,296 | | | | ||
| | | | | 2019 | | | | | | 1,826 | | | | | | 17,923 | | | | | | 30,078 | | | | | | 49,827 | | | | ||
Charles Kochka | | | | | 2020 | | | | | | 355 | | | | | | 19,698 | | | | | | 37,586 | | | | | | 57,639 | | | | ||
| | | | | 2019 | | | | | | 354 | | | | | | 20,475 | | | | | | 30,978 | | | | | | 51,807 | | | | ||
Randy McGarry | | | | | 2020 | | | | | | — | | | | | | 18,765 | | | | | | 21,892 | | | | | | 40,657 | | | | ||
| | | | | 2019 | | | | | | — | | | | | | 17,606 | | | | | | 10,125 | | | | | | 27,731 | | | | | |
Option Awards | | ||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | ||||||||||||
Chris Annas | | | | | 21,000 | | | | | | — | | | | | $ | 12.38 | | | | | | 7/31/2024 | | |
| | | | | 7,875 | | | | | | — | | | | | $ | 14.29 | | | | | | 9/30/2025 | | |
| | | | | 21,000 | | | | | | — | | | | | $ | 15.24 | | | | | | 6/15/2026 | | |
| | | | | 10,000 | | | | | | — | | | | | $ | 19.00 | | | | | | 7/27/2027 | | |
| | | | | 11,250 | | | | | | 3,750(a) | | | | | $ | 17.80 | | | | | | 5/24/2028 | | |
| | | | | 7,500 | | | | | | 7,500(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 3,750 | | | | | | 11,250(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Denise Lindsay | | | | | 7,000 | | | | | | — | | | | | $ | 11.79 | | | | | | 4/1/2023 | | |
| | | | | 7,875 | | | | | | — | | | | | $ | 15.24 | | | | | | 6/15/2026 | | |
| | | | | 5,000 | | | | | | — | | | | | $ | 19.00 | | | | | | 7/27/2027 | | |
| | | | | 5,625 | | | | | | 1,875(a) | | | | | $ | 17.80 | | | | | | 5/24/2028 | | |
| | | | | 3,750 | | | | | | 3,750(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 1,875 | | | | | | 5,625(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Joseph Cafarchio | | | | | 4,410 | | | | | | — | | | | | $ | 11.79 | | | | | | 4/1/2023 | | |
| | | | | 2,100 | | | | | | — | | | | | $ | 15.24 | | | | | | 3/4/2026 | | |
| | | | | 2,000 | | | | | | — | | | | | $ | 19.00 | | | | | | 5/8/2027 | | |
| | | | | 3,750 | | | | | | 1,250(a) | | | | | $ | 17.80 | | | | | | 5/24/2028 | | |
| | | | | 2,500 | | | | | | 2,500(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 1,250 | | | | | | 3,750(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Charles Kochka | | | | | 689 | | | | | | — | | | | | $ | 11.79 | | | | | | 4/1/2023 | | |
| | | | | 1,050 | | | | | | — | | | | | $ | 15.24 | | | | | | 6/15/2026 | | |
| | | | | 2,000 | | | | | | — | | | | | $ | 19.00 | | | | | | 5/8/2027 | | |
| | | | | 3,750 | | | | | | 1,250(a) | | | | | $ | 17.80 | | | | | | 5/24/2028 | | |
| | | | | 1,500 | | | | | | 1,500(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 1,250 | | | | | | 3,750(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Randy McGarry | | | | | 3,000 | | | | | | 1,000(d) | | | | | $ | 17.20 | | | | | | 10/1/2028 | | |
| | | | | 500 | | | | | | 500(b) | | | | | $ | 17.01 | | | | | | 6/3/2029 | | |
| | | | | 750 | | | | | | 2,250(c) | | | | | $ | 18.00 | | | | | | 11/4/2030 | | |
Meridian
year-to-year based on the level and role, the contribution of the executive during the year as well as both individual and Bank performance, and recommendations are presented and approved by the Compensation Committee. For 2018,2020, the Compensation Committee primarily considered the Corporation'sCorporation’s performance during 20182020 in determining the CEO'sCEO’s discretionary bonus, including, but not limited to loan growth (20%)over 50%, asset growth (16%)over 50%, net income and EPS increasing over 150%185%, return on equity (7.77%)of 28%, as well as improved core funding and strong loan quality in general. The CEO determines the discretionary bonus awards for each named executive officer other than the CEO and considered similar factors as discussed in the previous sentence.
Ms. Lindsay may terminate her employment at any time upon 90 days'days’ written notice to the Corporation. The Corporation may terminate Ms. Lindsay'sLindsay’s employment for Cause, as defined, at any time. If Ms. Lindsay terminates for Good Reason or is terminated by the Corporation without Cause, before or after change in control, she is entitled to receive a lump sum equal to 200% of her base salary and performance bonus opportunity in effect as well as the replacement cost of any other benefits, including but not limited to medical, disability and life insurance. Under the employment agreement, Ms. Lindsay is subject to noncompetition and nonsolicitationnon-solicitation provisions that apply during the term of the employment agreement and for a period of up to one year following termination of employment.
The following table sets forth the compensation that the Corporation paid the named executive officers for the fiscal year ended December 31, 2018.
Name and Principal Position | Year | Salary | Bonus | Option Awards(1) | All Other Compensation | Total | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Christopher Annas—Chairman, | 2018 | $ | 431,904 | $ | 149,000 | $ | 32,775 | $ | 148,269 | $ | 761,948 | ||||||||
President and CEO of the | 2017 | $ | 425,000 | $ | 140,000 | $ | 13,919 | $ | 123,384 | $ | 702,613 | ||||||||
Corporation | |||||||||||||||||||
Denise Lindsay—Chief Financial | 2018 | $ | 235,997 | $ | 60,000 | $ | 16,388 | $ | 55,388 | $ | 367,773 | ||||||||
Officer and EVP of the | 2017 | $ | 220,000 | $ | 55,000 | $ | 6,959 | $ | 52,453 | $ | 334,422 | ||||||||
Corporation | |||||||||||||||||||
Joseph Cafarchio—Chief Credit | 2018 | $ | 200,473 | $ | 35,000 | $ | 10,925 | $ | 42,271 | $ | 288,669 | ||||||||
Officer and EVP of the | 2017 | $ | 190,550 | $ | 20,000 | $ | 3,245 | $ | 42,191 | $ | 255,986 | ||||||||
Corporation | |||||||||||||||||||
Charlie Kochka—Chief Lending | 2018 | $ | 186,683 | $ | 35,000 | $ | 10,925 | $ | 46,223 | $ | 278,831 | ||||||||
Officer and EVP of the | 2017 | $ | 175,000 | $ | 20,000 | $ | 3,245 | $ | 46,833 | $ | 245,078 | ||||||||
Corporation | |||||||||||||||||||
Randy McGarry—Chief Information | 2018 | $ | 49,615 | $ | 4,000 | $ | 5,950 | $ | 1,359 | $ | 60,924 | ||||||||
Officer and SVP of the | |||||||||||||||||||
Corporation(2) |
The following table sets forth for each of the Corporation's named executive officers information relating to payments that the Corporation made that are reflected in this column.
2018 ALL OTHER COMPENSATION TABLE
Name | Year | Perquisites & Other Personal Benefits(1) ($) | Insurance Premiums ($) | Company 401(k)/ESOP/ SERP Contributions ($) | Total ($) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Christopher Annas | 2018 | 39,309 | 17,192 | 91,768 | 148,269 | |||||||||||
2017 | 29,947 | 14,972 | 78,465 | 123,384 | ||||||||||||
Denise Lindsay | 2018 | 7,200 | 18,733 | 29,455 | 55,388 | |||||||||||
2017 | 3,600 | 20,905 | 27,948 | 52,453 | ||||||||||||
Joseph Cafarchio | 2018 | — | 16,662 | 25,609 | 42,271 | |||||||||||
2017 | — | 17,887 | 24,304 | 42,191 | ||||||||||||
Charles Kochka | 2018 | — | 19,496 | 26,727 | 46,223 | |||||||||||
2017 | — | 21,551 | 25,282 | 46,833 | ||||||||||||
Randy McGarry | 2018 | — | 1,359 | — | 1,359 |
The following table sets forth information on outstanding options and stock awards held by the named executive officers at December 31, 2018, including the number of shares underlying each stock option as well as the exercise price and the expiration date of each outstanding option.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
Option Awards | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | |||||||||
Christopher Annas | 21,000 | — | $ | 12.38 | 7/31/24 | ||||||||
7,875 | — | $ | 14.29 | 9/30/25 | |||||||||
15,750 | 5,250 (a) | $ | 15.24 | 6/15/26 | |||||||||
5,000 | 5,000 (b) | $ | 19.00 | 7/27/27 | |||||||||
3,750 | 11,250 (c) | $ | 17.80 | 5/24/28 | |||||||||
Denise Lindsay | 7,717 | — | $ | 11.79 | 4/1/23 | ||||||||
5,906 | 1,969 (a) | $ | 15.24 | 6/15/26 | |||||||||
2,500 | 2,500 (b) | $ | 19.00 | 7/27/27 | |||||||||
1,875 | 5,625 (c) | $ | 17.80 | 5/24/28 | |||||||||
Joseph Cafarchio | 4,410 | — | $ | 11.79 | 4/1/23 | ||||||||
1,575 | 525 (d) | $ | 15.24 | 3/4/26 | |||||||||
1,000 | 1,000 (e) | $ | 19.00 | 5/8/27 | |||||||||
1,250 | 3,750 (c) | $ | 17.80 | 5/24/28 | |||||||||
Charles Kochka | 2,756 | — | $ | 11.79 | 4/1/23 | ||||||||
787 | 263 (d) | $ | 15.24 | 3/4/26 | |||||||||
1,000 | 1,000 (e) | $ | 19.00 | 5/8/27 | |||||||||
1,250 | 3,750 (c) | $ | 17.80 | 5/24/28 | |||||||||
Randy McGarry | 1,000 | 3,000 (f) | $ | 17.20 | 10/1/28 |
Director | | | Fees Earned or Paid in Cash | | | Option Awards(1) | | | Total | | |||||||||
Robert M. Casciato | | | | $ | 28,000 | | | | | $ | 2,037 | | | | | $ | 30,037 | | |
George C. Collier | | | | $ | 18,250 | | | | | $ | 2,037 | | | | | $ | 20,287 | | |
Robert T. Holland | | | | $ | 49,750 | | | | | $ | 2,037 | | | | | $ | 51,787 | | |
Edward J. Hollin | | | | $ | 25,000 | | | | | $ | 2,037 | | | | | $ | 27,037 | | |
Anthony M. Imbesi | | | | $ | 28,750 | | | | | $ | 2,037 | | | | | $ | 30,787 | | |
Kenneth H. Slack | | | | $ | 43,000 | | | | | $ | 2,037 | | | | | $ | 45,037 | | |
Director | Fees Earned or Paid in Cash | Total | |||||
---|---|---|---|---|---|---|---|
Robert M. Casciato | $ | 28,000 | $ | 28,000 | |||
George C. Collier | $ | 21,250 | $ | 21,250 | |||
Robert T. Holland | $ | 51,250 | $ | 51,250 | |||
Edward J. Hollin | $ | 25,000 | $ | 25,000 | |||
Anthony M. Imbesi | $ | 25,000 | $ | 25,000 | |||
Kenneth H. Slack | $ | 45,000 | $ | 45,000 |
Quarterly Fees: | | | | | | | |
Retainer (all members) | | | | $ | 4,000 | | |
Lead Independent Director | | | | $ | 3,000 | | |
Audit Committee Chair | | | | $ | 3,000 | | |
Loan Committee Chair | | | | $ | 3,000 | | |
Compensation Committee Chair | | | | $ | 2,000 | | |
Per-Meeting Attendance Fees (non-chair): | | | | $ | 750 | | |
Quarterly Fees: | Total | |||
---|---|---|---|---|
Retainer (all members) | $ | 4,000 | ||
Lead Independent Director | $ | 3,000 | ||
Audit Committee Chair | $ | 3,000 | ||
Loan Committee Chair | $ | 3,000 | ||
Compensation Committee Chair | $ | 2,000 | ||
Per-Meeting Attendance Fees (non-chair): | $ | 750 |
2020.
2020. KPMG LLP served as the Corporation’s independent registered public accounting firm in 2019.
| | | 2020 | | | 2019 | | ||||||
Audit fees(1)—Crowe LLP | | | | $ | 303,842 | | | | | $ | — | | |
Audit fees(1)—KPMG LLP | | | | | 111,424 | | | | | | 532,247 | | |
Audit-Related fees—Crowe LLP | | | | | 25,000 | | | | | | — | | |
Audit-Related fees—KPMG LLP(1) | | | | | 10,000 | | | | | | 35,000 | | |
Total audit and audit-related fees | | | | | 450,266 | | | | | | 570,247 | | |
Tax fees—KPMG(2) | | | | | 47,750 | | | | | | 44,500 | | |
All other fees | | | | | 1,780 | | | | | | 1,780 | | |
Total fees | | | | $ | 499,796 | | | | | $ | 616,527 | | |
| 2018 | 2017 | |||||
---|---|---|---|---|---|---|---|
Audit fees(1) | $ | 298,000 | $ | 525,000 | |||
Audit-Related fees | 35,000 | 32,500 | |||||
| | | | | | | |
Audit and audit-related fees | 333,000 | 557,500 | |||||
Tax fees(2) | 59,190 | 37,000 | |||||
All other fees | 1,780 | — | |||||
| | | | | | | |
Total fees | $ | 393,970 | $ | 594,500 | |||
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “"FOR"” THE RATIFICATION OF THE APPOINTMENT OF KPMGCROWE, LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019.
2019
MMMMMMMMMMMM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. To elect three (3) directors as “Class B” of the Board, to serve until 2022: 01 - Robert T. Holland 02 - Denise Lindsay 03 - George C. Collier Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees 01 02 03 For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. For Against Abstain 2. To ratify the appointment of KPMG LLP as independent registered public accounting firm for 2019. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 4 1 5 6 9 8 031J9C MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposal 2. 2019 Annual Meeting Proxy Card
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.edocumentview.com/MRBK q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Notice of 2019 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — May 23, 2019 Joseph L. Cafarchio and Edward J. Carpoletti, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Meridian Corporation to be held on May 23, 2019 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR item 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) MERIDIAN CORPORATION