Mercantile Bank Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MBWM
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 6, 2025
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Restricted Stock Grants
On February 6, 2025, the Compensation Committee of Mercantile Bank Corporation (the “Company”) granted restricted stock to the Company’s executive officers. Beginning in 2018, the vesting of all restricted stock granted to the executive officers was tied to the attainment of performance metrics. The Compensation Committee has decided to make a portion of the 2025 grants subject to time-based vesting. 35% of the restricted shares will be cliff vested at the end of three years without regard to performance standards, and the remaining 65% of the restricted shares will become vested based on the attainment of performance goals established by the Committee for the 2025-2027 performance period.
The metrics for the performance goals have previously been tied to the Company’s budget and forecasts. The performance goals in 2025 are instead measured by the Company’s performance as compared to an index of similarly-sized bank holding companies to be established by the Compensation Committee (the "Comparative Index"). The three performance goals established by the Compensation Committee are total shareholder return, return on average assets, and change in diluted earnings per share. The Committee will review each goal at the end of each calendar year, comparing the Company’s performance on the metric with that of the Comparative Index and ascertaining the percentile. This process would be repeated for each of the calendar years during the performance period, taking an average of the three and applying that average percentile to determine the vesting percentage. The target goal is to be at the 50th percentile of the Comparative Index; maximum performance would be at the 75th percentile and threshold performance would be at the 25th percentile.
The number of shares comprising the target award for each officer will be determined on the close of business on February 6, 2025 by multiplying the officer’s 2025 base salary by the applicable percentage below, and dividing the result thereof by the closing price of a share of the Company’s common stock as reported on the Nasdaq Stock Market on February 6, 2025. The applicable percentage of 2025 base salary for each officer for purposes of the foregoing calculation is:
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Raymond E. Reitsma
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65% |
| Charles E. Christmas | 45% |
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Scott P. Setlock
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45% |
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Mark S. Augustyn
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45% |
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Brett E. Hoover
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40% |
Depending on the Company’s performance relative to the performance goals, the executive officers could earn between 0% and 150% of the target award.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
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10.1
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Form of Performance-Based Restricted Stock Award Agreement, in connection with the Mercantile Bank Corporation Stock Incentive Plan of 2023 |
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10.2
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Form of Standard Restricted Stock Award Agreement, in connection with the Mercantile Bank Corporation Stock Incentive Plan of 2023 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Mercantile Bank Corporation
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By:
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/s/ Charles E. Christmas
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Executive Vice President, Chief
Financial Officer and Treasurer
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Date: February 6, 2025
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Exhibit Index
Exhibit Number Description
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10.1
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Form of Performance-Based Restricted Stock Award Agreement, in connection with the Mercantile Bank Corporation Stock Incentive Plan of 2023 |
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10.2
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Form of Standard Restricted Stock Award Agreement, in connection with the Mercantile Bank Corporation Stock Incentive Plan of 2023 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |