MERCANTILE BANK CORP
For the period ended May 23, 2024. Filed Apr 4, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 4, 2024
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in the proxy statement of Mercantile Bank Corporation (“we,” “our,” “us,” “Company,” or “Mercantile”). This summary provides an overview and is not intended to contain all the information that you should consider before voting.
We encourage you to read the entire proxy statement for more detailed information on each topic prior to casting your vote.
MEETING INFORMATION
| Meeting: | Annual Meeting of Shareholders |
|---|---|
| Date: | Thursday, May 23, 2024 |
| Time: | 9:00 a.m., Eastern Time |
| Live Webcast: | https://signin.webex.com/join |
| The meeting number is: 2310 336 6249 The meeting password is: MBWM2024 | |
| You may register ahead of time to receive the meeting link via e-mail by using the internet address and meeting number above. | |
| Record Date: | March 28, 2024 |
GENERAL INFORMATION
| Stock Symbol: | MBWM |
|---|---|
| Exchange: | NASDAQ Global Select |
| Common Stock Outstanding: | 16,122,213 shares (as of record date) |
| Registrar & Transfer Agent: | Computershare Trust Company, N.A. |
| Website: | www.mercbank.com |
MERCANTILE BANK CORPORATION | 2024 PROXY STATEMENT | 3
OVERVIEW OF VOTING MATTERS
| PROPOSAL 1 | |
|---|---|
| ELECTION OF DIRECTORS We are asking shareholders to elect eight directors, each for a one-year term. | BOARD’S RECOMMENDATION |
| Additional information about each of the directors and director nominees can be found beginning on page 15. | “FOR” EACH NOMINEE |
| NAME | DIRECTOR SINCE | AGE | GENDER | ETHNICITY | AUDIT COMMITTEE | COMPENSATION COMMITTEE | GOVERNANCE & NOMINATING COMMITTEE |
|---|---|---|---|---|---|---|---|
| MICHAEL S. DAVENPORT* | 2020 | 54 | M | African American | M | M | M |
| MICHELLE L. ELDRIDGE | 2016 | 58 | F | White | M | C | M |
| ROBERT B. KAMINSKI, JR.** | 2016 | 62 | M | White | --- | --- | --- |
| MICHAEL H. PRICE | 1997 | 67 | M | White | --- | --- | --- |
| DAVID B. RAMAKER | 2020 | 68 | M | White | M | M | C |
| RAYMOND E. REITSMA** | 2023 | 61 | M | White | --- | --- | --- |
| NELSON F. SANCHEZ | 2024 | 59 | M | Hispanic | M | M | M |
| AMY L. SPARKS*** | 2023 | 51 | F | White | C | M | M |
** Executive Session Facilitator/Lead Director*
*** Non-Independent Director*
***Ms. Sparks is the Board-appointed Chairperson of the Audit Committee, effective as of David Cassard’s retirement on May 23, 2024.
C = Chairperson
M = Member
| PROPOSAL 2 | |
|---|---|
| RATIFICATION OF AUDITORS Ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for 2024. | BOARD’S RECOMMENDATION “FOR” |
| PROPOSAL 3 | |
|---|---|
| ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION An advisory vote to approve the compensation of our named executive officers disclosed in this proxy statement. | BOARD’S RECOMMENDATION “FOR” |
PROPOSAL 4
Any other business that may properly be brought before the meeting or any adjournment of the meeting.
4 | MERCANTILE BANK CORPORATION | 2024 PROXY STATEMENT
HOW TO VOTE
Your vote is important. We urge you to submit your proxy (1) over the internet, (2) by telephone or (3) by mail, prior to the virtual meeting, whether or not you plan to attend. For specific instructions, please refer to the discussion beginning on the first page of the proxy statement and the instructions on the proxy card relating to the annual meeting. We would appreciate receiving your proxy by Friday, May 10, 2024.
| INTERNET | TELEPHONE OR CELLPHONE | ||
| 1. 2. 3. 4. 5. | Go to: www.envisionreports.com/MBWM Click on Cast Your Vote. Follow the instructions to log in. Make your selections as instructed on each screen for your delivery preferences. Vote your shares. | Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada | If you wish to vote by mail, send your completed and signed proxy card using the enclosed envelope. |
On April 4, 2024, we began sending our shareholders a Notice Regarding the Internet Availability of Proxy Materials.
MERCANTILE BANK CORPORATION | 2024 PROXY STATEMENT | 5
CORPORATE GOVERNANCE HIGHLIGHTS
| ● | All directors attended at least 92% of the Board meetings and Committee meetings on which they served during 2023; |
| ● | Code of Ethics, Human Rights, Diversity, Equity and Inclusion, Insider Trading, Clawback, Anti-Bribery and Anti-Corruption, Environmental, and Cyber Security policies are in place for all directors, officers, and employees, as applicable (available on our website under Investor Relations –Overview – Governance Documents); |
| ● | Corporate Governance Guidelines are in place for all directors (available on our website under Investor Relations); |
| ● | Supplier Diversity Program Policy and Vendor and Supplier Code of Conduct is in place for suppliers and vendors (available on our website under Investor Relations – Overview – Governance Documents; additional information, resources and application are available on our website under About Us); |
| ● | Anti-Hedging and Anti-Pledging policies are in place as components of our Insider Trading Policy; |
| ● | Three-quarters of directors are independent; |
| ● | Chairman of the Board and Chief Executive Officer are separate positions; |
| ● | Executive Session Facilitator is an independent director; |
| ● | Ongoing and active risk oversight is performed by the Board and Committees; and |
| ● | The oversight of the Environmental, Social and Governance sustainability matters is the responsibility of the Governance and Nominating Committee. |
BOARD OF DIRECTORS EXPERIENCE AND SKILLS
| 88% | ACCOUNTING & FINANCE |
| 100% | MANAGEMENT & OPERATIONS |
| 88% | ENTERPRISE RISK MANAGEMENT |
| 88% | HUMAN CAPITAL MANAGEMENT |
| 63% | LEGAL |
| 88% | MERGERS & ACQUISITIONS |
| 63% | REGULATORY & GOVERNANCE |
| 75% | RESIDENTIAL & COMMERCIAL REAL ESTATE |
6 | MERCANTILE BANK CORPORATION | 2024 PROXY STATEMENT
| 75% INDEPENDENT DIRECTORS | 60 YEARS AVERAGE AGE | 6.6 YEARS AVERAGE TENURE | 25% GENDER DIVERSITY | 25% RACIAL/ETHNIC DIVERSITY |
|---|
| BOARD OF DIRECTORS | ● | Majority of our Board is independent | |
|---|---|---|---|
| ● | Board consists of directors with a mix of tenures, including founding members who have actively overseen the Company’s strategic journey through various business cycles and have a deep knowledge of the Company | ||
| ● | Approximately 50% of our Board members possess characteristics of racial and gender diversity, our Executive Session Facilitator identifies as a diverse director, our Compensation Committee is chaired by a female director and the Audit Committee will be chaired by a female director as of the annual meeting | ||
| ● | Directors reflect a variety of experiences, skills and geographic reach that match the Company’s complexity and strategic direction giving the Board the collective capability necessary to oversee the Company’s activities | ||
| ● | All directors attended at least 92% of meetings of the Board and Committees on which they served during 2023 | ||
| BOARD LEADERSHIP STRUCTURE | ● | Chairman of the Board and Chief Executive Officer are separate positions | |
| ● | Chief Executive Officer and President and the Executive Vice President are the only members of management who serve as Company Directors | ||
| ● | Executive Session Facilitator is an independent Director annually recommended by Governance and Nominating Committee and elected by our Board of Directors | ||
| ● | Active and empowered Committee Chairs, all of whom are independent | ||
| BOARD GOVERNANCE BEST PRACTICES | ● | Executive sessions are held by independent directors | |
| ● | Annual evaluations of the Board, its committees and individual directors conducted by the Governance and Nominating Committee | ||
| ● | Annual assessment of director independence | ||
| ● | Regular discussions regarding Board recruiting and succession, including diverse director skills and qualifications for the Company’s long-term strategic objectives | ||
| ● | Active risk and strategy oversight by the Board and Committees | ||
| ● | Direct access by the Board to key members of management at the discretion of independent directors; executive sessions regularly include separate meetings with our Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Risk Officer, Internal Audit Director, Credit Administration Risk Manager, Chief Compliance Officer, Bank President, Chief Operating Officer, Chief Human Resource Officer, Chief Experience Officer, Engagement and Learning Director, Community Development Officer and Chief Commercial Banking Officer | ||
| ● | Annual evaluation process of the Chief Executive Officer is led by the Compensation Committee Chair | ||
| ● | Regular talent and succession planning discussions regarding the Chief Executive Officer and other key executive roles | ||
| ● | Management maintains strong working relationships with Federal and State Regulators | ||
| ● | Environmental, social and corporate governance sustainability oversight by the Governance and Nominating Committee | ||
| SHAREHOLDER ENGAGEMENT AND SHAREHOLDER ROLE IN GOVERNANCE | ● | Regular outreach and engagement with shareholders take place throughout the year about Company strategy and performance by Chief Executive Officer, Executive Vice President and Chief Financial Officer | |
| ● | Feedback from investors regularly shared with the Board and its Committees to ensure that the Board has insight on investor views | ||
| ● | Directors are elected annually | ||
| ● | Quarterly conference calls are webcast for investors on earnings release dates with the ability to ask questions |
MERCANTILE BANK CORPORATION | 2024 PROXY STATEMENT | 7
OUR COMPENSATION PHILOSOPHY
Our philosophy in setting compensation policies for executive officers is to align pay with performance, while at the same time provide competitive compensation that will attract and retain executive talent. Our Compensation Committee believes that executive compensation should be directly linked to continuous improvements in corporate performance and increasing shareholder value over the long term. Our executive compensation program includes the following primary elements:
| ● | Base salary |
| ● | Short-term incentive compensation |
| ● | Long-term incentive compensation |
| ● | Other benefits |
| ● | The equity-based plans encourage our executive officers and other employees to focus on increasing shareholder value over a period of years |
| ● | The deferred compensation and 401(k) plans provide helpful ways for our employees to save for retirement |
| ● | Bonus plans are typically based on a variety of metrics tied to our financial performance and contain "claw-back" provisions if the executive officer engages in certain activities or a payout is based on materially inaccurate financial statements or other materially inaccurate performance metric criteria |
The Compensation Discussion and Analysis section beginning on page 29 gives a more detailed description of the Corporation’s compensation policies and practices.
2023 EXECUTIVE COMPENSATION SUMMARY
| Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non- qualified Deferred Compensation Earnings | All Other Compensation | Total Compensation | |
|---|---|---|---|---|---|---|---|
| EXECUTIVE OFFICER | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
| Robert B. Kaminski, Jr. | 665,700 | — | 348,673 | 366,135 | 270 | 97,211 | 1,477,989 |
| Raymond E. Reitsma | 484,784 | — | 316,208 | 242,392 | — | 92,464 | 1,135,848 |
| Charles E. Christmas | 394,921 | — | 186,707 | 157,968 | — | 73,484 | 813,080 |
| Brett E. Hoover | 220,000 | — | 109,989 | 66,000 | — | 38,724 | 434,713 |
| Robert T. Worthington | 260,000 | — | 53,788 | 52,000 | 2,721 | 27,290 | 395,799 |
8 | MERCANTILE BANK CORPORATION | 2024 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.