MERCANTILE BANK CORP
For the period ended May 22, 2025. Filed Apr 4, 2025.
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May 22, 2025 · Filed Apr 4, 2025
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Contents
Summary Compensation Table
The following table provides information regarding the compensation earned by the named executive officers for the three years ended December 31, 2024.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($)(4) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Robert B. Kaminski, Jr (5) | 2024 | 299,463 | - | 37,622 | - | 175,519 | 246 | 85,770 | 598,620 |
| President and Chief Executive Officer of Mercantile, and Chief Executive Officer of the Bank | 2023 | 665,700 | - | 348,673 | - | 366,135 | 270 | 97,211 | 1,477,989 |
| 2022 | 634,000 | - | 366,133 | - | 348,700 | 78 | 81,115 | 1,430,026 | |
| Raymond E. Reitsma (6) | 2024 | 627,500 | - | - | - | 458,850 | - | 95,440 | 1,181,790 |
| President and Chief Executive Officer of Mercantile and the Bank | 2023 | 484,784 | - | 316,208 | - | 242,392 | - | 92,464 | 1,135,848 |
| 2022 | 440,784 | - | 242,387 | - | 198,353 | - | 80,629 | 962,153 | |
| Charles E. Christmas | 2024 | 415,000 | - | - | - | 190,900 | - | 70,927 | 676,827 |
| Executive Vice President, Chief Financial Officer and Treasurer of Mercantile, and Executive Vice President and Chief Financial Officer of the Bank | 2023 | 394,921 | - | 186,707 | - | 157,968 | - | 73,484 | 813,080 |
| 2022 | 374,921 | - | 177,706 | - | 151,222 | - | 63,317 | 767,166 | |
| Mark S. Augustyn(7) | 2024 | 420,777 | - | - | - | 169,363 | 895 | 62,944 | 653,979 |
| Executive Vice President, Chief Commercial Banking Officer of of the Bank | |||||||||
| Scott P. Setlock(8) | 2024 | 330,000 | - | - | - | 132,825 | - | 51,935 | 514,760 |
| Executive Vice President, Chief Operating Officer and Secretary of Mercantile and of the Bank | |||||||||
| Brett E. Hoover(9) | 2024 | 275,000 | - | - | - | 94,875 | - | 45,678 | 415,553 |
| Executive Vice President, Chief Human Resource Officer of Mercantile and of the Bank | 2023 | 220,000 | - | 109,989 | - | 66,000 | - | 38,724 | 434,713 |
| (1) | No restricted stock grants were made in 2024 due to a change in our processes. Restricted stock grants were made to the named executive officers in February 2025. |
| (2) | Payments were made for 2024, 2023 and 2022 pursuant to the terms of the 2024 Executive Officer Bonus Plan, the 2023 Executive Officer Bonus Plan, and the 2022 Executive Officer Bonus Plan, respectively. The Compensation Committee also awarded an additional discretionary bonus for 2022 to Mr. Christmas of $20,000. |
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| (3) | The amounts shown above are the above-market interest credited to the accounts of the executive officers for the applicable year on compensation they have deferred under our non-qualified Deferred Compensation Plan. Interest is considered to be above-market interest to the extent that it exceeds 120% of the applicable federal long-term rate, with compounding (as prescribed under section 1274(d) of the Internal Revenue Code), at the rate that corresponds most closely to the rate under the plan at the beginning of each quarter. |
| (4) | Includes for 2024 (a) matching contributions to the 401(k) plan accounts of Mr. Kaminski, Mr. Reitsma, Mr. Christmas, Mr. Augustyn, Mr. Setlock and Mr. Hoover in the amounts of $16,635, $17,250, $17,250, $17,250, 17,250 and $17,075, respectively; (b) medical, life, disability, and long-term care insurance premiums paid on policies insuring them; (c) a country club membership for Mr. Reitsma; and (d) cash dividends paid on restricted stock. |
| (5) | Mr. Kaminski retired on June 1, 2024, as an officer of the Company and the Bank. Mr. Kaminski remained on the Board of Directors after his retirement; he therefore received a cash retainer payment for the remainder of the year and a stock award on June 1, 2024, in payment of 50% of such director's annual retainer fee. Total director’s fees earned or paid in cash for 2024 were $21,963, and a stock award with a value of $37,622. |
| (6) | Mr. Reitsma assumed the role of President and Chief Executive Officer of the Company and the Bank upon Mr. Kaminski’s retirement. |
| (7) | Mr. Augustyn became a named executive officer as of January 1, 2025. |
| (8) | Mr. Setlock was appointed as an executive officer effective January 1, 2024. |
| (9) | Mr. Hoover was appointed as an executive officer effective January 1, 2023. |
Employment Agreements
The Bank and Mercantile have entered into employment agreements with our executive officers, Mr. Kaminski (who retired on June 1, 2024), Mr. Reitsma, Mr. Christmas, Mr. Augustyn, Mr. Setlock and Mr. Hoover, which provide for their employment, annual base compensation, and severance, as well as confidentiality and non-compete arrangements. The employment agreements for Mr. Kaminski, Mr. Reitsma and Mr. Christmas were amended and restated effective as of December 31, 2018, so that their terms would be uniform. Mr. Hoover’s amended employment agreement, which was effective January 1, 2023, includes terms that align with the employment agreements for the other executive officers. Mr. Setlock’s employment agreement, which was effective January 1, 2024, includes terms that align with the employment agreements for the other executive officers. Mr. Augustyn’s employment agreement, which was effective January 1, 2017, was entered into prior to his becoming a named executive officer on December 31, 2024. Mr. Augustyn’s employment agreement provides for employment, annual base compensation, and severance, as well as confidentiality and non-compete arrangements. As discussed below, Mr. Augustyn’s employment agreement was amended and restated effective January 1, 2025 to conform to the employment agreements of the other executive officers.
The employment agreements provide the officers with annual base salaries for each year in the amounts established from year to year by the Board of Directors of the Bank. The annual base salary for each year for each officer may not be less than the amount established for the immediately preceding year. The Board of Directors established the annual base salaries of each executive officer as follows:
| NAMED EXECUTIVE OFFICER | 2025 (1) | 2024 |
|---|---|---|
| Mr. Kaminski | N/A | $277,500 |
| Mr. Reitsma | $734,600 | $665,000(2) |
| Mr. Christmas | $444,050 | $415,000 |
| Mr. Augustyn | $450,230 | $420,778 |
| Mr. Setlock | $353,100 | $330,000 |
| Mr. Hoover | $294,250 | $275,000 |
| (1) | Prior to January 1, 2025, the officers’ base salaries were adjusted effective as of the first day of each calendar year. For the 12-month period beginning January 1, 2025, the adjustment to each officer’s base salary is effective as of March 1, 2025, pro-rated to compensate for the two-month delay in the increase. For future years, the applicable 12-month period for the adjustment of base salaries will be March 1 through February 28. |
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| (2) | In addition to the increase effective as of January 1, 2024, Mr. Reitsma’s base salary was increased as of June 1, 2024 in view of his promotion to Chief Executive Officer and President of the Company and the Bank. Prior to the increase on June 1, 2024, Mr. Reitsma’s base salary was $575,000. |
In addition to the annual base salary, the employment agreements provide that the officers are entitled to participate in our employee benefit and incentive compensation plans, including health insurance, life and disability insurance, equity incentive, profit sharing and retirement plans. Under the 2024 Executive Officer Bonus Plan, our officers received the following bonus payments for 2024:
| NAMED EXECUTIVE OFFICER | Bonus Payment | Percent of 2024 Salary |
|---|---|---|
| Mr. Kaminski | $175,519 | 63.2% |
| Mr. Reitsma | $458,850 | 69.1% |
| Mr. Christmas | $190,900 | 46.0% |
| Mr. Augustyn | $169,363 | 40.3% |
| Mr. Setlock | $132,825 | 40.2% |
| Mr. Hoover | $94,875 | 34.5% |
Additional information regarding the employment agreements, including compensation and benefits payable to the officers on termination of employment and officer confidentiality and non-compete obligations, is included below under the heading “Potential Payments Upon Termination or Change in Control.”
The employment agreements for each executive officer (other than Mr. Kaminski) were amended and restated effective as of January 1, 2025, so that the terms would be substantially the same.
Salary and Bonus Compared to Total Compensation
We have not established a proportion that salary and bonus should be of an executive officer’s total compensation. As indicated in the Summary Compensation Table above, the proportion for 2024 that salary and bonus were of total compensation ranged from approximately 79.35% to 91.92% for our executive officers.
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