Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2020, Merchants Bancorp (the "Company") issued a press release announcing that effective immediately Michael J. Dunlap has been promoted to Chief Executive Officer of the Company's subsidiary, Merchants Bank of Indiana ("Merchants Bank"), and Chairman of the Company's subsidiary, Merchants Capital Corp. ("Merchants Capital"), and Michael R. Dury has been promoted to Chief Executive Officer of Merchants Capital. Mr. Dunlap and Mr. Dury will succeed Michael F. Petrie in such positions.

Mr. Petrie currently serves as and will remain Chairman and Chief Executive Officer of the Company. Mr. Dunlap currently serves as and will remain a Director and the President and Chief Operating Officer of the Company. Mr. Dury currently serves as and will remain President of Merchants Capital.

In consideration of the above promotions and changes in responsibilities, on January 22, 2020 the Company's Compensation Committee approved the following change to Mr. Petrie's compensation and the Compensation Committee recommended to and the Company's Board of Directors approved the following changes to Messrs. Dunlap and Dury's compensation, in each case effective for 2020:

· Mr. Petrie's base salary will be $750,000 and he will be eligible to receive an


   award of restricted stock units under the Company's 2017 Equity Incentive Plan
   (the "Plan") based on the Company's achievement of performance measures
   permissible under the Plan and established by the Compensation Committee (the
   "Performance Measures"). Mr. Petrie's target restricted stock units award is
   equal to 70% of base salary.

· Mr. Dunlap's base salary will be $600,000 and he will be eligible to receive a


   cash bonus award and an award of restricted stock units under the Plan, with
   each award based on the Company's achievement of the Performance Measures. Mr.
   Dunlap's target cash bonus award is equal to 20% of base salary and the target
   restricted stock units award is equal to 70% of base salary.

· Mr. Dury's base salary will be $130,000 and he will be eligible to receive an


   award of restricted stock units under the Plan based on the Company's
   achievement of the Performance Measures. Mr. Dury's target restricted stock
   units award is equal to 70% of base salary. Additionally, Mr. Dury will
   continue to receive commissions pursuant to that Employment Agreement dated
   December 29, 2010, as amended effective January 1, 2017.

For each fiscal year, in addition to establishing the Performance Measures for each of Messrs. Petrie, Dunlap, and Dury, the Compensation Committee will establish the weighting and payout ranges of each Performance Measure. Thus, the exact payout of Messrs. Petrie, Dunlap, and Dury's aforementioned awards (i.e., for Mr. Petrie his restricted stock units award, for Mr. Dunlap his cash bonus award and restricted stock units award, and for Mr. Dury his restricted stock units award) will vary depending on the Company's actual results with respect to the Performance Measures, as determined by the Compensation Committee following the close of the Company's fiscal year. However, if the Company fails to meet the threshold for all Performance Measures none of Messrs. Petrie, Dunlap, or Dury will receive a payout. For 2020, the Compensation Committee has established total revenue growth, earnings per common share, and return on average total equity as the Performance Measures for each of Messrs. Petrie, Dunlap, and Dury, with each Performance Measure equally weighted and having a payout range of 75% (threshold) to 125% (maximum).

Along with the above changes in compensation, on January 22, 2020 the Company's Board of Directors approved of offering and each of Messrs. Dunlap and Dury and the Company's Chief Financial Officer, John F. Macke, entered into a change in control agreement with the Company. Each of the change in control agreements contain identical terms and in particular (a) provide for payment of an amount equal to two times base salary plus two times the target cash bonus award most recently approved by the Company in the event both (1) there is a change in control event and (2) employment is terminated by (i) the Company for any reason other than cause or (ii) Messrs. Dunlap, Dury, or Macke, as applicable, with good reason, within a period between 120 days prior to an announcement of the change in control event and 18 months after the change in control event becomes effective; and (b) contains customary restrictive covenants regarding confidentiality, non-competition, and non-solicitation of customers and employees of the Company and its affiliates as well as a clawback provision should any benefit thereunder be subject to recapture under any policy of the Company or applicable law. A copy of the form of change in control agreement entered into with each of Messrs. Dunlap, Dury, and Macke is filed as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing summary of each change in control agreement is qualified in its entirety by the full text thereof.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.      Description

  10.1       Form of Change in Control Agreement entered into with each of Michael
           J. Dunlap, Michael R. Dury, and John F. Macke, each dated January 22,
           2020.
  99.1       Press Release dated January 23, 2020 issued by Merchants Bancorp

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