MERCANTILE BANK CORP
For the period ended May 21, 2026. Filed Apr 2, 2026.
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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 21, 2026 · Filed Apr 2, 2026
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Contents
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosures regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below.
We have identified Return on Equity (“ROE”) as our Company-Selected Measure (“CSM”). In our view, ROE represents the most important financial performance measure (not otherwise required to be disclosed in the table) used to link “Compensation Actually Paid” to our NEOs for the 2025 fiscal year to company performance. We chose ROE as our Company-Selected Measure for evaluating pay versus performance because it is a key metric under the performance-based restricted stock grants.
58 | MERCANTILE BANK CORPORATION | 2026 PROXY STATEMENT
Pay Versus Performance Table
| Value of initial fixed $100 investment based on: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (a) | Summary compensation table total for First PEO (1) ($) (b) | Summary compensation table total for Second PEO (1) ($) (b) | Compensation actually paid to First PEO (1) (2) (3) ($) (c) | Compensation actually paid to Second PEO (1) (2) (3) ($) (c) | Average summary compen- sation table for non-PEO named executive officers (1) ($) (d) | Average compens- ation actually paid to non-PEO named executive officers (2) (3) ($) (e) | Total shareholder return (f) | Peer group total shareholder return (4) (g) | Net income (h) | Return on equity |
| 2025 | 1,769,983 | 1,191,582 | 761,848 | 409,320 | 212.56 | 196.00 | 88,753,000 | 14.08 | ||
| 2024 | 598,620 | 1,181,790 | 661,266 | 1,268,502 | 565,280 | 622,831 | 190.32 | 147.85 | 79,593,000 | 14.35 |
| 2023 | 1,477,989 | - | 1,789,395 | - | 694,860 | 812,860 | 166.90 | 107.76 | 82,217,000 | 17.24 |
| 2022 | 1,430,026 | - | 1,679,446 | - | 558,287 | 605,716 | 132.66 | 108.73 | 61,063,000 | 14.07 |
| 2021 | 1,208,919 | - | 2,033,701 | - | 608,292 | 1,021,656 | 133.79 | 138.33 | 59,021,000 | 13.11 |
| (1) | Our PEO in 2021, 2022, and 2023 was Robert B. Kaminski, Jr. Mr. Kaminski continued as our PEO until he retired on June 1, 2024 (“First PEO”). For the remainder of 2024, Raymond E. Reitsma was our PEO (“Second PEO”). For 2025, Raymond E. Reitsma was our PEO. The non-PEO NEOs for 2024 and 2025 are Charles E. Christmas, Mark S. Augustyn, Scott P. Setlock, and Brett E. Hoover. The non-PEO NEOs for 2023 are Raymond E. Reitsma, Charles E. Christmas, Brett E. Hoover, and Robert T. Worthington. The non-PEO NEOs for 2022, 2021, and 2020 are Raymond E. Reitsma, Charles E. Christmas, Lonna L. Wiersma and Robert T. Worthington. Ms. Wiersma retired on March 4, 2022. |
| (2) | Compensation Actually Paid amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the NEOs. |
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. For each NEO, we have subtracted the totals from the Stock Awards column set forth in the Summary Compensation Table. The equity value adjustments for each applicable year are derived from the following tables. |
| (4) | The peer group TSR set forth in this table utilizes the KBW Nasdaq Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the KBW Nasdaq Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
MERCANTILE BANK CORPORATION | 2026 PROXY STATEMENT | 59
| Year | Year-End Fair Value of Equity Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Year-End Fair Value of Equity Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for First PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Second PEO ($) | Total Inclusion of Equity Values for PEO ($) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 450,312 | - | 55,634 | - | - | - | 28,888 | - | 37,160 | - | 571,994 |
| 2024 | - | - | 144,295 | 102,396 | - | - | (22,064) | (15,684) | 49,854 | 35,378 | 294,175 |
| 2023 | 349,973 | - | 289,654 | - | - | - | 17,452 | - | 56,252 | - | 713,331 |
| 2022 | 381,873 | - | 156,752 | - | - | - | 31,830 | - | 45,098 | - | 615,553 |
| 2021 | 351,106 | - | 802,132 | - | - | - | - | - | 20,244 | - | 1,173,482 |
Our PEO in 2020, 2021, 2022, and 2023 was Robert B. Kaminski, Jr. Mr. Kaminski continued as our PEO until he retired on June 1, 2024 (“First PEO”). For the remainder of 2024, Raymond E. Reitsma was our PEO (“Second PEO”).
| Year | Average Year- End Fair Value of Equity Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|---|---|---|---|---|---|---|---|
| 2025 | 160,690 | 23,365 | - | 21,849 | - | 17,274 | 223,178 |
| 2024 | - | 41,075 | - | 16,476 | - | 17,351 | 74,902 |
| 2023 | 167,294 | 108,863 | - | 8,033 | - | 21,488 | 305,678 |
| 2022 | 123,089 | 41,682 | - | 18,927 | (35,626) | 17,372 | 165,444 |
| 2021 | 111,045 | 402,580 | - | - | - | 10,024 | 523,649 |
60 | MERCANTILE BANK CORPORATION | 2026 PROXY STATEMENT
Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to each PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR as well as TSR relative to the KBW Nasdaq Bank Index, over the five most recently completed fiscal years.
Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to each PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the five most recently completed fiscal years.
MERCANTILE BANK CORPORATION | 2026 PROXY STATEMENT | 61
Relationship Between PEO and Other NEO Compensation Actually Paid and Return on Equity (”ROE”)
The following chart sets forth the relationship between Compensation Actually Paid to each PEO, the average of Compensation Actually Paid to our other NEOs, and our ROE during the five most recently completed fiscal years.
Tabular List of Most Important Performance Measures
The following table presents the financial performance measures that the Company considers to be the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.
Earnings per share
Level of non-performing assets
Net interest margin
Net revenue
Efficiency ratio
Return on assets
Return on equity
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.