MERCANTILE BANK CORP
For the period ended May 21, 2026. Filed Apr 2, 2026.
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 21, 2026 · Filed Apr 2, 2026
Use the contents to explore the available documents and sections.
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 21, 2026 |
| Time: | 9:00 a.m., Eastern Time |
| Live Webcast: | https://zoom.us/w/98284408169 |
| Please register ahead of time to receive the meeting link via e-mail, a calendar invitation, and (if preferred) an option to join by telephone, by using the internet address above. | |
| Record Date: | March 27, 2026 |
GENERAL INFORMATION
| Stock Symbol: | MBWM |
|---|---|
| Exchange: | NASDAQ Global Select |
| Common Stock Outstanding: | 17,274,899 shares (as of record date) |
| Registrar & Transfer Agent: | Computershare Trust Company, N.A. |
| Website: | https://ir.mercbank.com |
MERCANTILE BANK CORPORATION | 2026 PROXY STATEMENT | 3
OVERVIEW OF VOTING MATTERS
| PROPOSAL 1 | |
|---|---|
| ELECTION OF DIRECTORS We are asking shareholders to elect twelve directors, each for a one-year term. Additional information about each of the director nominees can be found beginning on page 16. | BOARD’S RECOMMENDATION: “FOR” EACH NOMINEE |
| NAME | DIRECTOR SINCE | AGE | AUDIT COMMITTEE | COMPENSATION COMMITTEE | GOVERNANCE & NOMINATING COMMITTEE |
|---|---|---|---|---|---|
| MICHAEL S. DAVENPORT * | 2020 | 56 | M | M | M |
| MICHELLE L. ELDRIDGE | 2016 | 60 | M | C | M |
| JOSEPH D. JONES | 2025 | 55 | --- | M | --- |
| RICHARD D. MACDONALD | 2025 | 55 | --- | --- | M |
| MICHAEL H. PRICE | 1997 | 69 | --- | --- | --- |
| DAVID B. RAMAKER | 2020 | 70 | M | M | C |
| RAYMOND E. REITSMA** | 2023 | 63 | --- | --- | --- |
| NELSON F. SANCHEZ | 2024 | 61 | M | M | M |
| SARA A. SCHMIDT | 2025 | 44 | M | --- | --- |
| STEVEN J. SCHWEIHOFER | 2025• | 54 | M | --- | --- |
| AMY L. SPARKS | 2023 | 53 | C | M | M |
| SHORAN R. WILLIAMS | 2025 | 57 | M | --- | --- |
** = Executive Session Facilitator*
*** = Non-Independent Director*
C* = Chairperson*
M = Member
=Mr. Schweihofer was appointed to the Board on December 31, 2025, in connection with the acquisition of Eastern Michigan Financial Corporation.
| PROPOSAL 2 | |
|---|---|
| RATIFICATION OF AUDITOR Ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for 2026. | 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 | 2026 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 8, 2026.
| INTERNET | TELEPHONE OR CELLPHONE | ||
| 1. | Go to: www.envisionreports.com/MBWM | Call toll free | If you wish to vote by mail, |
| 2. | Click on Cast Your Vote. | 1-800-652-VOTE (8683) | send your completed and |
| 3. | Follow the instructions to log in. | within the USA, | signed proxy card using the |
| 4. | Make your selections as instructed on each | US territories and Canada | enclosed envelope. |
| screen for your delivery preferences. | |||
| 5. | Vote your shares. | ||
On April 2, 2026, we began sending our shareholders a Notice Regarding the Internet Availability of Proxy Materials.
MERCANTILE BANK CORPORATION | 2026 PROXY STATEMENT | 5
CORPORATE GOVERNANCE HIGHLIGHTS
| ● | All directors attended at least 78% of the Board meetings and Committee meetings on which they served during 2025. |
| ● | Code of Ethics, Human Rights, Insider Trading, Clawback, Anti-Bribery and Anti-Corruption, and Environmental 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 – Overview – Governance Documents). |
| ● | Community Supplier 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). |
| ● | Anti-Hedging and Anti-Pledging policies are in place as components of our Insider Trading Policy. |
| ● | 92% 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. |
| ● | The oversight of environmental, social and governance matters is the responsibility of the Governance and Nominating Committee. |
BOARD OF DIRECTORS EXPERIENCE AND SKILLS
| 75% | ACCOUNTING & FINANCE |
| 100% | MANAGEMENT & OPERATIONS |
| 58% | ENTERPRISE RISK MANAGEMENT |
| 83% | HUMAN CAPITAL MANAGEMENT |
| 50% | LEGAL |
| 75% | MERGERS & ACQUISITIONS |
| 92% | REGULATORY & GOVERNANCE |
| 33% | RESIDENTIAL & COMMERCIAL REAL ESTATE |
| 33% | TECHNOLOGY & INFORMATION SECURITY |
6 | MERCANTILE BANK CORPORATION | 2026 PROXY STATEMENT
| 92% INDEPENDENT DIRECTORS | 58 YEARS AVERAGE AGE | 5 YEARS AVERAGE TENURE |
|---|
| 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 58% of our Board members possess characteristics of racial and gender diversity, our Executive Session Facilitator identifies as a diverse director, and our Compensation Committee and Audit Committee are chaired by female directors. | ||
| ● | 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 78% of meetings of the Board and Committees on which they served during 2025. | ||
| BOARD LEADERSHIP STRUCTURE | ● | Chairman of the Board and Chief Executive Officer are separate positions. | |
| ● | President and Chief Executive Officer is the only member of management who serves as a Company Director. | ||
| ● | Executive Session Facilitator is an independent director annually recommended by Governance and Nominating Committee and elected by our Board. | ||
| ● | 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 meetings with our President and Chief Executive Officer, Chief Financial Officer, Internal Audit Director, Chief Operating Officer, Chief Human Resource Officer, Chief Experience Officer, 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. | ||
| ● | Oversight of environmental, social and governance matters is the responsibility of 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 the Company’s President and Chief Executive Officer and Chief Financial Officer. | |
| ● | Feedback from investors is regularly shared with the Board and its Committees to ensure that the Board has insight into investor views. | ||
| ● | Shareholders elect directors annually. | ||
| ● | Quarterly conference calls and webcasts for investors on earnings release dates with the ability to ask questions. |
MERCANTILE BANK CORPORATION | 2026 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 32 gives a more detailed description of the Corporation’s compensation policies and practices.
2025 EXECUTIVE COMPENSATION SUMMARY
| EXECUTIVE OFFICER | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|---|---|---|
| Raymond E. Reitsma | 734,600 | - | 471,283 | 462,798 | - | 101,302 | 1,769,983 |
| Charles E. Christmas | 444,050 | - | 198,037 | 186,501 | - | 71,392 | 899,980 |
| Mark S. Augustyn | 450,230 | - | 200,705 | 165,460 | 7,393 | 68,854 | 892,642 |
| Scott P. Setlock | 353,100 | - | 157,513 | 129,764 | - | 57,351 | 697,728 |
| Brett E. Hoover | 294,250 | - | 116,436 | 92,689 | - | 53,667 | 557,042 |
8 | MERCANTILE BANK CORPORATION | 2026 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.