DEF 14A of Mercantile Bank Corp, Apr 4, 2025

DEF 14A of Mercantile Bank Corp

Filed Apr 4, 2025 · FY20240001437749-25-010959

Open on EDGAR

  1. Notice of 2025 Annual Meeting of Shareholders

    | Director Compensation for 2024 | 58 | | CEO Pay Ratio | 59 | | Pay Versus Performance | 60 | | PROPOSAL #2 – NEW EMPLOYEE STOCK PURCHASE PLAN WITH DISCOUNT | 63 | | AUDIT COMMITTEE MATTERS | 66 | | PROPOSAL #3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 | | PROPOSAL #4 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DISCLOSED IN THIS PROXY STATEMENT | 67 | | PROPOSAL #5 – ADVISORY VOTE ON THE FREQUENCY OF ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 68 | | SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 69 | | TRANSACTIONS WITH RELATED PERSONS | 69 | | SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 69 | | OTHER MATTERS | 69 | | APPENDIX A: MERCANTILE BANK CORPORATION EMPLOYEE STOCK PURCHASE PLAN OF 2025 | A-1 |

  2. BOARD OF DIRECTORS EXPERIENCE AND SKILLS

    | ● | 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 |

  3. BOARD OF DIRECTORS EXPERIENCE AND SKILLS

    | 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 ($) | | Robert B. Kaminski, Jr.(1) | 277,500 | - | - | 175,519 | 246 | 85,770 | 539,035 | | Raymond E. Reitsma | 627,500 | - | - | 458,850 | - | 95,440 | 1,181,790 | | Charles E. Christmas | 415,000 | - | - | 190,900 | - | 70,927 | 676,827 | | Mark S. Augustyn | 420,777 | - | - | 169,363 | 895 | 62,944 | 653,979 | | Scott P. Setlock | 330,000 | - | - | 132,825 | - | 51,935 | 514,760 | | Brett E. Hoover | 275,000 | - | - | 94,875 | - | 45,678 | 415,553 |

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    | (2) Includes 12,887 shares of restricted stock and 258 shares Mr. Augustyn holds in an IRA. Also includes 268 shares Mr. Augustyn’s spouse owns in her IRA. |

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    | (3) Includes 24,260 shares that Mr. Christmas holds jointly with his spouse, 14,111 shares of restricted stock, and 48,524 shares that Mr. Christmas owns under the Bank’s 401(k) plan. Also includes 2,010 shares that Mr. Christmas’ spouse, who is currently employed by the Bank, owns under the Bank’s 401(k) plan as well as 493 shares that she owns in her IRA. |

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    | (7) Includes 8,247 shares of restricted stock and 1,011 shares that Mr. Hoover owns under the Bank’s 401(k) plan. |

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    | (8) Includes 58,413 shares that Mr. Kaminski holds jointly with his spouse, 20,073 shares of restricted stock, and 11,810 shares that Mr. Kaminski holds in an IRA. Mr. Kaminski is a current member of our Board of Directors but is retiring as of the annual meeting date and will not stand for reelection. |

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    | (10) Includes 11,110 shares of restricted stock. |

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    | (11) Includes 30,390 shares that Mr. Reitsma owns jointly with his spouse, 24,774 shares of restricted stock, 22,434 shares that Mr. Reitsma owns under the Bank’s 401(k) plan as well as 2,153 shares that he owns in his IRA. |

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    | (13) Includes 10,105 shares that Mr. Setlock holds jointly with his spouse, 10,819 shares of restricted stock, and 8,670 shares that Mr. Setlock owns under the Bank’s 401(k) plan. |

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    | (14) Includes 102,021 shares of restricted stock awarded under our stock-based compensation plans, and 102,558 shares that such persons own under the Bank’s 401(k) plan, including 2,010 shares held by Mr. Christmas’ spouse. |

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    | (15) The percentages shown are based on the 16,231,033 shares of our common stock outstanding as of March 17, 2025, plus the number of shares that the named person or group has the right to acquire within 60 days of March 17, 2025. For purposes of computing the percentages of outstanding shares of common stock held by each person, any shares that the person has the right to acquire within 60 days after March 17, 2025, are deemed to be outstanding with respect to such person but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person. |

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    | Stock Owned by 5% Beneficial Owners |

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    The following table presents information regarding the beneficial ownership of our common stock by each person known to us to beneficially own more than 5% of our outstanding shares of common stock as of March 17, 2025.

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    | Name and Address of Beneficial Owner | Amount Beneficially Owned | Percent of Class Beneficially Owned(4) | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055(1) | 1,615,003 | 10.0% | | Dimensional Fund Advisors LP 6300 Bee Cave Road Austin, TX 78746(2) | 1,151,731 | 7.1% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(3) | 867,525 | 5.3% |

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    | (1) The information is based on a Schedule 13G, Amendment No. 2, filed with the SEC on August 7, 2024. BlackRock, Inc. may be deemed to have beneficial ownership of the shares reflected in the table as of July 31, 2024. BlackRock reported aggregate beneficial ownership of 1,615,003 shares, with sole voting power over 1,515,027 shares and sole dispositive power over 1,615,003 shares. |

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    | (2) The information is based on a Schedule 13G, Amendment No. 7, filed with the SEC on February 9, 2024. Dimensional Fund Advisors LP (“Dimensional”) is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940. It furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). Dimensional reported aggregate beneficial ownership of 1,151,731 shares, with sole voting power over 1,133,624 shares and sole dispositive power over 1,151,731 shares. Though Dimensional may possess voting and/or investment power over the shares, it disclaims beneficial ownership of such securities, which are owned by the Funds. |

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    | (3) The information is based on a Schedule 13G Amendment No. 1, filed with the SEC on November 12, 2024. Vanguard reported aggregate beneficial ownership of 867,525 shares, with shared power to vote 11,302 shares, sole power to vote 11,302 shares, sole power to dispose 840,771 shares, and shared power to dispose 26,754 shares. |

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    | (4) The percentages shown are based on the 16,231,033 shares of our common stock outstanding as of March 17, 2025. |

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    | PROPOSAL #1 – ELECTION OF DIRECTORS |

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    | Information About Our Directors |

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    Our articles of incorporation and bylaws provide that our Board of Directors will consist of between six and fifteen directors, with the exact number of directors determined from time to time by our Board of Directors. Our directors are elected annually to one-year terms. Our Board of Directors currently has thirteen members. Thomas D. Dickinson and Robert B. Kaminski, Jr. currently serve as members of our Board but will retire when their terms expire at the annual meeting and will not stand for reelection. As a result of this action, the Board will be comprised of eleven members following this year’s annual meeting. Our Board of Directors has nominated the following as directors for election at this year’s annual meeting for one-year terms expiring at the 2026 annual meeting:

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    | ● | Michael S. Davenport, | | ● | Michelle L. Eldridge, | | ● | Joseph D. Jones, | | ● | Richard D. MacDonald, | | ● | Michael H. Price, | | ● | David B. Ramaker, | | ● | Raymond E. Reitsma, | | ● | Nelson F. Sanchez, | | ● | Sara A. Schmidt, | | ● | Amy L. Sparks, and | | ● | Shoran R. Williams |

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    Each of the nominees is presently a director whose term expires at this year’s annual meeting. Our Board of Directors recommends that you vote FOR each of the eleven nominees named above. Unless otherwise instructed, the persons named as proxies intend to vote all proxies received for the election of the eleven nominees. All of the nominees have indicated their willingness to continue to serve. If any nominee should become unwilling or unavailable to serve, our Board of Directors may select a substitute nominee, and in that event the proxies intend to vote all proxies for the person selected, as well as the other nominees. If a substitute nominee is not selected, the proxies intend to vote for the election of the remaining nominees. Our Board of Directors has no reason to believe that any of the nominees will become unavailable. Set forth below is information about the nominees for election as directors. The factual information about each nominee and director has been provided by that person. The particular experience, qualifications, attributes or skills that led our Board of Directors to conclude that each should serve on our Board, in light of our business and structure, were determined by our Board or its Governance and Nominating Committee. There are no family relationships among any of our directors, nominees for director and executive officers.

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    | Nominees for Director |

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    | MICHAEL S. DAVENPORT DIRECTOR SINCE 2020 AGE: 55 | Mr. Davenport has been a director of Mercantile since 2020 and a member of the Bank’s Board since 2017. Mr. Davenport has served as President and Chief Executive Officer of Jireh Metal Products since 2015. Prior to that, he held a variety of positions at major financial institutions, including U.S. Bank, Fifth Third Bank and First Financial Bank. Overall, his background includes over 13 years in the banking industry, holding positions in sales, risk management and community development. Mr. Davenport earned a Bachelor of Science degree in psychology from Xavier University and a Juris Doctor degree from the University of Cincinnati College of Law. Mr. Davenport serves on the Boards of The Right Place, Grand Rapids Chamber of Commerce, The Right Place Manufacturing Council, The Michigan Manufacturing Technology Center and the Xavier University President's Advisory Council. Mr. Davenport’s background in banking, risk management, law and community development were key factors in our determination that he should be a member of our Board. |

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    | MICHELLE L. ELDRIDGE DIRECTOR SINCE 2016 AGE: 59 | Ms. Eldridge has been a director of Mercantile since 2016 and a member of the Bank’s Board since 2014. Ms. Eldridge is a Principal of Clear Ridge Wealth Management (“Clear Ridge”) in Kalamazoo, Michigan, which she co-founded in 2014. Clear Ridge provides integrated wealth management to high-net-worth families and customized investment management to institutional organizations. Prior to founding Clear Ridge, Ms. Eldridge was a Principal of LVM Capital Management for 16 years. Ms. Eldridge is a member of both the Western Michigan University Foundation Investment Committee and the Kalamazoo Valley Community College Foundation Investment Committee, and is also on the Finance Committee of Prince of Peace Lutheran Church. She is a CFA® charterholder, Certified Private Wealth Advisor ®, and a graduate of Western Michigan University. Ms. Eldridge served as a director of Keystone Community Bank from 2007 through 2014. Ms. Eldridge's experience as a CFA® charterholder and Registered Investment Advisor, as well as her leadership roles in the communities we serve, were key factors in our determination that she should be a member of our Board. | | JOSEPH D. JONES DIRECTOR SINCE 2025 AGE: 54 | Mr. Jones has been a director of Mercantile since January 2025 and a member of the Bank’s Board since 2018. Mr. Jones is a seasoned executive leader who is passionate, strategic-minded, and a servant leader with nearly three decades of experience leading teams and managing diverse organizations and individuals while using an equity lens in the public and private sector. Mr. Jones is proficient in both financial and operations management and is skilled at cultivating and enriching relationships. He has a proven track record of leading, advising, communicating, and collaborating across ethnic/geographic boundaries, and he has also served as senior pastor at Brown Hutcherson Ministries (BHM) since June 2021. Mr. Jones brings an important skill set to our Board due to his expertise as the owner and founder of Hekima Group, a consultancy firm focused on Culture, Communications and Crisis, Strategic and Multicultural Communications, Crisis Management, Executive Coaching, and Corporate Social Responsibility and Social Impact, all of which were key factors in our determination that he should be a member of our Board. |

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    | RICHARD D. MACDONALD DIRECTOR SINCE 2025 AGE: 54 | Mr. MacDonald has been a director of Mercantile since January 2025 and a member of the Bank’s Board since 2023. Mr. MacDonald has served as Chief Operating Officer for the past 21 years of his 35 years with The Hinman Company, a commercial real estate investment, development, and management company. Mr. MacDonald graduated from Western Michigan University with a BBA in Accountancy with a minor in Finance. He currently serves on the Board of Directors for Southwest Michigan First, Western Michigan University Foundation Real Estate Committee, Battle Creek Unlimited Direct Investment Fund, and the City of Portage and Oshtemo Township Downtown Development Authorities. Mr. MacDonald is a licensed real estate broker and member of the Commercial Alliance of Realtors in Grand Rapids, Greater Kalamazoo Association of Realtors, and the Commercial Board of Realtors in southeast Michigan. He also holds membership in the International Council of Shopping Centers. Mr. MacDonald’s broad and extensive background in real estate were key factors in our determination that he should be a member of our Board. | | MICHAEL H. PRICE DIRECTOR SINCE 1997 Chairman of Mercantile and of the Bank AGE: 68 | Mr. Price has over 45 years of commercial banking experience and co-founded the Bank in 1997. Mr. Price retired as the President and Chief Executive Officer of Mercantile and Chief Executive Officer of the Bank on January 1, 2017, positions he had held since 2007. Mr. Price served as President and Chief Operating Officer of Mercantile and the Bank in 1997 and 1998, and as President and Chief Operating Officer of Mercantile and President and Chief Executive Officer of the Bank from 1999 to June of 2007. Mr. Price also served as Chairman of the Board of Mercantile from 2007 through the date of the Firstbank merger and resumed his position as Chairman of Mercantile following Thomas J. Sullivan’s retirement in May of 2015. From 2005 to 2007, he served on the Board of Directors of the Federal Home Loan Bank of Indianapolis. Mr. Price also held leadership positions on the Boards of Metro Health Corporation, Aquinas College, Habitat for Humanity of Kent County, Project Rehab and Network180. Mr. Price was the founding President of our organization and has demonstrated excellent leadership qualities and a strong understanding of the fundamentals of our industry. These attributes led us to conclude that he should be a member of our Board. |

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    | DAVID B. RAMAKER DIRECTOR SINCE 2020 AGE: 69 | Mr. Ramaker was appointed as a director of Mercantile in August of 2020. Mr. Ramaker retired from Chemical Financial Corporation and Chemical Bank in 2017. Mr. Ramaker was the Chairman, President and Chief Executive Officer of Chemical Financial Corporation and Chemical Bank from 2006 until its merger with Talmer Bank Corporation in 2016. He served as President and Chief Executive Officer of Chemical Financial Corporation and Chemical Bank from 2001 through June of 2017. He joined Chemical Bank in 1989 as Vice President of Commercial Lending. Prior to that, he held a variety of banking positions with financial institutions in Texas from 1977 through 1989. Mr. Ramaker holds a bachelor’s degree with a major in finance and minor in accounting from Southern Methodist University. Mr. Ramaker, as a former Chief Executive Officer of a publicly traded financial company, brings extensive governance, banking industry experience and strong leadership qualities, which were key factors in our determination that he should be a member of our Board. | | RAYMOND E. REITSMA DIRECTOR SINCE 2023 AGE: 62 President & Chief Executive Officer of Mercantile and of the Bank | Mr. Reitsma was appointed as a director of Mercantile in October of 2023. Mr. Reitsma was appointed President and Chief Executive Officer of Mercantile and of the Bank, effective June 1, 2024, previously serving as Executive Vice President of Mercantile since May 24, 2018, and served as Chief Operating Officer of Mercantile from January 1, 2022, through December 31, 2023. He has been with the Bank for over 20 years, beginning with his initial role as a Commercial Loan Manager in 2003. In June 2015, Mr. Reitsma was appointed as the Bank's West Region President and became President of the Bank on January 1, 2017. Mr. Reitsma’s areas of responsibility have included commercial lending, treasury/cash management, mortgage lending, operations, risk management, retail/branches, and credit administration. Mr. Reitsma was also very instrumental in the preparation, transition and integration periods surrounding the merger with Firstbank Corporation. Mr. Reitsma currently serves on the Kent Community Hospital Finance Authority, The Right Place Finance Committee, the Advisory Council of The Mill Steel Company and is Chair of the Mel Trotter capital campaign. Additionally, he serves on the Advisory Council of DA Blodgett/St. John’s Home and has done so since 2011. Previously, Mr. Reitsma has served on the local boards of the American Heart Association and the Pine Rest Foundation for six years, including two years as Treasurer. Mr. Reitsma graduated from Calvin College with a B.A. in Business Administration and holds an MBA in Finance from Michigan State University. Mr. Reitsma’s extensive tenure and dynamic leadership roles with the Company as well as his extensive commercial banking experience were key factors in our determination that he should be a member of our Board. |

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    | NELSON F. SANCHEZ DIRECTOR SINCE 2024 AGE: 60 | Mr. Sanchez has been a director of Mercantile since 2024 and a member of the Bank’s Board since 2022. Mr. Sanchez is a strong finance executive with broad strategic leadership experience in all aspects of finance, operations, marketing and general management. He is the Chief Executive Officer of RoMan Manufacturing, Inc. (“RoMan”). Mr. Sanchez joined RoMan as Chief Financial Officer in 2013, became Chief Operating Officer in 2016, President in January of 2023 and was appointed as Chief Executive Officer in June of 2023. Before joining RoMan, he held executive positions in finance, marketing, and management in various companies, including Deloitte, Windquest Companies, Ridgeview Industries, and Kaydon Corporation. Mr. Sanchez is a Certified Public Accountant, fluent in Spanish and has an extensive background in strategic leadership and diversity training. He serves on various boards and committees in the West Michigan community, including the Grand Rapids Chamber of Commerce Foundation Board as Board Chair and Christian Living Services/Holland Home as Board Chair. Mr. Sanchez’s experience in a variety of business sectors encompassing domestic, international, private, public, and family-owned organizations, along with his financial expertise as a Certified Public Accountant, led us to conclude that he should serve on our Board. |

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    | SARA A. SCHMIDT DIRECTOR SINCE 2025 AGE: 43 | Ms. Schmidt has been a director of Mercantile since January 2025 and a member of the Bank’s Board since 2023. Ms. Schmidt is the Chief Information Security Officer (CISO) at US Foods and responsible for ensuring the security, integrity, and availability of the company’s organizational systems, people and processes. Ms. Schmidt also sits on the Technology Leadership Team, tasked with providing efficient and secure technology access to employees and customers. She also has extensive knowledge of enterprise business continuity, technology risk mitigation (for example, AI and other emerging trends) and IT compliance. Ms. Schmidt’s business acumen and specialized expertise in technology and information security were factors supporting our determination that she would be a valuable member of our Board. | | AMY L. SPARKS DIRECTOR SINCE 2023 AGE: 52 | Ms. Sparks has been a director of Mercantile since October of 2023 and a member of the Bank’s Board since 2022. Ms. Sparks is the Owner, President, and Chief Executive Officer of Nuvar, Inc., a Michigan-based manufacturing company specializing in finished product contract manufacturing for the office furniture, health care, education, appliance and transportation industries. Ms. Sparks is also a Certified Public Accountant and currently serves on the Grand Valley State University Seidman School of Business Dean's Advisory Board and is a mentor volunteer with several non-profit organizations. Ms. Sparks has nearly 30 years of demonstrated executive leadership in solidifying financial performance, enhancing organizational development and diversifying into new markets. Her strong financial background and experience were key factors in our determination that she should be a member of our Board. |

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    | SHORAN R. WILLIAMS DIRECTOR SINCE 2025 AGE: 55 | Ms. Williams has been a director of Mercantile since January 2025 and a member of the Bank’s Board since 2020. Ms. Williams has been practicing law for over 30 years with litigation practice experience in the areas of administrative law, employment discrimination law, civil litigation, appellate law, personal injury, and family law. As an experienced lead attorney, she is adept at working with a wide range of clients and has successfully obtained favorable results in state and federal courts and before government agencies. Ms. Williams is a member of the American Bar Association, the State Bar of Georgia, the State Bar of Michigan, and the Grand Rapids Bar Association. Ms. Williams has also served as an adjunct professor at Florida Coastal School of Law, where she created and taught the Personal Injury Law course in addition to Pre-Trial Litigation and Contract courses. In addition, Ms. Williams is active in initiating, participating, and moderating diversity and inclusion initiatives, and served on the Governing Board of the Meritas Black Lawyer’s Leadership Forum. Ms. Williams’ extensive experience in the legal industry, both in private practice and as an in-house general counsel and chief regulatory officer, together with her leadership on issues of racial and cultural diversity, led us to determine she would be a valuable member of our Board. |

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    | Information About Our Executive Officers |

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    Our Executive Officers are listed in the table below:

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    | Executive Officer Name | Title | | Raymond E. Reitsma | President and Chief Executive Officer of Mercantile and of the Bank | | Mark S. Augustyn | Executive Vice President, Chief Commercial Banking Officer of the Bank | | Charles E. Christmas | Executive Vice President, Chief Financial Officer and Treasurer of Mercantile, and Executive Vice President and Chief Financial Officer of the Bank | | Brett E. Hoover | Executive Vice President, Chief Human Resource Officer of Mercantile and of the Bank | | Scott P. Setlock | Executive Vice President, Chief Operating Officer and Secretary of Mercantile and of the Bank | | Tara M. Randall | Executive Vice President, Chief Experience Officer of the Bank |

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    Mr. Reitsma is also a member of our Board of Directors, and information regarding his business experience is described above under the heading “Election of Directors.” The business experience for Mr. Augustyn, Mr. Christmas, Mr. Hoover, Ms. Randall, and Mr. Setlock for at least the past five years is summarized below. Our Executive Officers are generally elected each year at the annual meeting of our Board of Directors that follows the annual meeting of the shareholders. Their terms of office are at the discretion of our Board of Directors.

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    | Executive Officers |

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    Mark S. Augustyn, age 57 Executive Vice President, Chief Commercial Banking Officer of the Bank Mr. Augustyn was appointed as Executive Vice President, Chief Commercial Banking Officer of the Bank in January 2025 and is one of the founding lending officers of the Bank. He previously served as a Commercial Lender from 1997 to 2007, Commercial Loan Manager from 2007 to 2015, Regional Commercial Loan Manager from 2015 to 2017, and Chief Lending Officer from 2017 to 2024. In his current role, Mr. Augustyn oversees all facets of the commercial banking division. Mr. Augustyn has served on the boards of Bethany Christian Services, Blandford Nature Center, Crossroads Bible Church, 100 Businesses that Care and Mission Field. He holds a B.A. in Finance and an MBA from Grand Valley State University. Charles E. Christmas, age 59 Executive Vice President, Chief Financial Officer and Treasurer of Mercantile, and Executive Vice President and Chief Financial Officer of the Bank Mr. Christmas joined the Bank in 1998 and has over 35 years of banking experience. Before being promoted to his current position as Executive Vice President and Chief Financial Officer of Mercantile and the Bank, Mr. Christmas served as Senior Vice President and Chief Financial Officer of Mercantile and the Bank from 2000 to 2015. Mr. Christmas also serves as Treasurer of Mercantile, a position he has held since 2000. Prior to joining Mercantile, he examined various financial institutions for over ten years while serving as a bank examiner with the Federal Deposit Insurance Corporation (“FDIC”). He began his tenure with the FDIC upon his graduation from Ferris State University. Mr. Christmas holds a Bachelor of Science degree in Accountancy. Mr. Christmas serves on the Michigan Bankers Association Funds Management Committee, is an instructor at the Michigan Bankers Association Perry School of Banking, is a member of the Ferris State University College of Business Advisory Board and serves as a Board member and Finance Committee member of the Frederik Meijer Gardens & Sculpture Park and the Make-A-Wish Foundation of Michigan. Brett E. Hoover, age 54 Executive Vice President, Chief Human Resource Officer of Mercantile and of the Bank Mr. Hoover was appointed as Executive Vice President, Chief Human Resource Officer of Mercantile and the Bank on January 1, 2024. Previously, Mr. Hoover was Senior Vice President, Human Resource Director of the Bank from March 2022 to December 2023, and prior to that, held the role of Human Resource Associate Director from 2020 to 2022. Mr. Hoover joined the Bank in 2006 as a Vice President, Human Resource Administrator and is a Society for Human Resource Management - Senior Certified Professional. In addition, he has the Group Benefit Associate (“GBA”) certification. Mr. Hoover serves the local community as the President of the Board of IKUS Life Enrichment Services. He also serves as a Director for the Michigan Bankers Workers Compensation Fund. Mr. Hoover has previously served on the Board of Grand Rapids Opportunities for Women (“GROW”). He holds a master’s degree in management from Aquinas College. Tara M. Randall, age 46 Executive Vice President, Chief Experience Officer of the Bank Ms. Randall is Executive Vice President, Chief Experience Officer of the Bank, a role she has held since January 2024. She previously served as the Chief Retail Banking Officer and has held various roles within the Branch and Retail Operations areas of the Bank since joining the company in 2001. In her current role, she leads the strategic direction of the Bank's Retail, Digital, and Marketing teams. Ms. Randall has served on the West Michigan Advisory Council for Michigan Women Forward since 2019 and holds a B.A. in Mathematics and General Business from Grand Valley State University. Scott P. Setlock, age 43 Executive Vice President, Chief Operating Officer and Secretary of Mercantile and of the Bank Mr. Setlock was appointed to the role of Executive Vice President, Chief Operating Officer and Secretary of Mercantile effective January 1, 2024, and has served as Executive Vice President, Chief Operating Officer of the Bank since January 1, 2022. In his nearly 20-year tenure with the Bank, Mr. Setlock has held roles within Commercial Credit, Commercial Credit Management, Commercial Lending and Mortgage Lending Management. He maintains an active role in the community, serving on the Board and Executive Committee of Junior Achievement of the Michigan Great Lakes where he also regularly volunteers directly with students. Mr. Setlock has previously served as an Adjunct Professor of Bank Management at the Seidman College of Business at Grand Valley State University, on the Board and Executive Committee of the Seidman Alumni Board and on the Seidman Finance Advisory Committee. Other prior community service includes holding the role of Board Chair at In the Image for six years and serving on the Heart of West Michigan United Way Campaign Cabinet overseeing the Finance Division. Mr. Setlock graduated from Grand Valley State University with a BBA and an MBA in Finance and Economics. He is also a graduate of the American Banking Association Stonier Graduate School of Banking and associated Wharton leadership programs.

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    | CORPORATE GOVERNANCE |

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    | Director Independence |

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    Applicable NASDAQ rules require that a majority of our Board of Directors be independent. In March of 2025, our Board of Directors reviewed the independence of our directors and determined that each of the directors, including those nominated for election at the annual meeting, are independent as defined by applicable NASDAQ rules, with the exception of Mr. Reitsma, who currently serves as President and Chief Executive Officer of Mercantile. Further, in making independence determinations, our Board of Directors has concluded that none of the independent directors has a relationship that in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. While the Board has determined that Mr. Price is independent under applicable NASDAQ and SEC rules, the Board has elected not to place Mr. Price on any of our committees due to the policies of certain institutional shareholders against a former company Chief Executive Officer occupying such a position.

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    | Board Meetings |

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    During 2024, our Board of Directors held a total of eight meetings. During 2024, each director attended at least 78% of the meetings of our Board and its Committees on which he or she then served. Our Board of Directors has a policy of encouraging members of the Board of Directors to attend the annual meetings of the shareholders. All of our directors then serving on our Board attended last year’s annual meeting, with the exception of David Cassard, who retired from our Board as of the date of the meeting.

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    | Board Committees |

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    Our Board of Directors has, and appoints members to, three standing committees: the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee. The membership of these committees, as of March 17, 2025, was as follows:

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    | DIRECTOR NAME | Audit Committee | Compensation Committee | Governance & Nominating Committee | | Michael S. Davenport* | M | M | M | | Thomas D. Dickinson | M | --- | --- | | Michelle L. Eldridge | M | C | M | | Joseph D. Jones | --- | M | --- | | Richard D. MacDonald | --- | --- | M | | David B. Ramaker | M | M | C | | Nelson F. Sanchez | M | M | M | | Sara A. Schmidt | M | --- | --- | | Amy L. Sparks | C | M | M | | Shoran R. Williams | M | --- | --- | | TOTAL MEETINGS IN 2024 | 4 | 7 | 4 |

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    * Executive Session Facilitator (ESF) C = Chairperson M = Member Each of the members of these committees is an independent Director as defined by applicable NASDAQ and the SEC rules. Each of these committees has a Charter that has been approved by our Board of Directors and is available on our website, www.mercbank.com.

  48. GOVERNANCE AND NOMINATING COMMITTEE

    | ● | peer group comparisons with our financial performance, including net interest margin, efficiency ratio, return on average assets, return on average equity, shareholder returns, stock price, stock price to earnings ratios and stock yield; | | ● | strategic planning effectiveness and attainment of strategic goals, ability to react to changing markets and conditions, leadership and vision provided to employees and other stakeholders, and succession planning and effectiveness; | | ● | regulatory requirements and results of audits and examinations; | | ● | amount of time and effort expended by employees for our communities; | | ● | rate of employee turnover; | | ● | content and effectiveness of our employee training; | | ● | results of any employee surveys; | | ● | general attitude of employees; | | ● | ability to retain and attract new employees; | | ● | any customer complaints that come to our attention; | | ● | level and commitment of our executive officers to our communities; and | | ● | financial commitment to our communities |

  49. GOVERNANCE AND NOMINATING COMMITTEE

    Our Compensation Committee’s goal is to establish salary compensation for the executive officers based upon our operating performance relative to comparable peer companies over a three-year period. In setting base salaries, consideration is given to salary compensation of executive officers with comparable qualifications, experience and responsibilities at financial institutions within our peer group. Operating performance and salary compensation information is obtained from the annual SNL Executive Compensation Review for Banks and Thrifts. We also utilize industry compensation studies prepared by the Michigan Bankers Association and an independent public accounting firm, but to a lesser degree. Our Compensation Committee may engage an independent compensation consultant periodically to conduct a competitive analysis of our executive compensation program relative to the market. In 2024, the Compensation Committee engaged AON to provide a market analysis of our executive compensation program, including base salary, target annual incentive, target total cash compensation, long-term incentives, and total direct compensation. The Compensation Committee concluded that AON is independent under applicable SEC and NASDAQ rules, based on the Committee’s review of the services provided to the Committee and information provided by AON, and concluded that no conflict of interest existed that would prevent AON from independently advising the Compensation Committee. The peer group of companies, which was utilized by the Compensation Committee as a reference for 2025 and 2024 compensation decisions, is listed below.

  50. GOVERNANCE AND NOMINATING COMMITTEE

    | 2024 AND 2025 PEER GROUP | | | Byline Bancorp, Inc. | Lakeland Financial Corporation | | Community Trust Bancorp, Inc. | Midland States Bancorp, Inc. | | Farmers National Banc Corp. | Nicolet Bancshares, Inc. | | First Financial Corporation | Peoples Bancorp, Inc. | | First Mid Bancshares, Inc. | Old Second Bancorp, Inc. | | German American Bancorp, Inc. | Stock Yards Bancorp, Inc. | | Horizon Bancorp, Inc. | 1st Source Corporation | | Independent Bank Corporation | |

  51. GOVERNANCE AND NOMINATING COMMITTEE

    | ● | promotes the growth, profitability, and expense control necessary to accomplish corporate strategic long-term plans; | | ● | encourages superior results by providing a meaningful incentive; and | | ● | supports teamwork among employees. |

  52. GOVERNANCE AND NOMINATING COMMITTEE

    We adopted bonus plans for our executive officers in each of 2024, 2023, and 2022, as described below. Bonus Plan for 2024 On July 11, 2024, we adopted an Executive Officer Bonus Plan for 2024 (the “2024 Executive Officer Bonus Plan”), which provided for cash bonuses for our executive officers. AON, the Compensation Committee’s independent compensation consultant, recommended including a “stretch” goal to incent performance in the 2024 Executive Officer Bonus Plan. To that end, the Compensation Committee determined that it was appropriate to establish a target level of performance for each metric (the “Target Level”) and a maximum level of performance for each metric (the “Maximum Level”). If performance on a metric is at the Target Level, the percentage associated with that metric which would be credited toward the calculation of the bonus pool would be at the Target Percentage shown in the chart below. If performance on a metric is at or above the Maximum Level, the percentage associated with that metric which would be credited toward calculation of the bonus pool would be at the Maximum Percentage shown in the chart below. The amount that would be allocated to the bonus pool under the Plan would depend on the Company’s performance on each of the metrics. If the Company’s performance on each metric is at the Target Level, the amount allocated to the Executive Officer Bonus Pool is $1,137,897 (the “Target Bonus Pool”). The amount allocated to the Executive Officer Bonus Pool would be increased if the Company’s performance on one or more bonus metrics exceeds the Target Level but will not be greater than 150% of the Target Bonus Pool, or $1,706,845 (the “Maximum Bonus Pool”). A linear interpolation would be used to determine the amount allocated to the Executive Officer Bonus Pool in the event that Company performance on one or more metrics falls between the Target Level and the Maximum Level. The bonus pool would be appropriately adjusted if (a) a newly hired employee became eligible to participate in the plan, (b) a participant's base salary was adjusted during the year, or (c) a participant became ineligible before December 31, 2024. The achievement of targets was measured pre-bonus accrual and excluding unbudgeted and one-time/non-core income and expenses, as established by our Compensation Committee:

  53. GOVERNANCE AND NOMINATING COMMITTEE

    | TARGET LEVEL | MAXIMUM LEVEL | METRIC | TARGET | 125% | 150% | FINAL RESULT | PAYOUT | | 25.0% | 37.50% | Earnings Per Share | $4.86 | $5.35 | $5.59 | $5.29 | 30.5% | | 12.5% | 18.75% | Return on Assets | 1.43% | 1.57% | 1.64% | 1.51% | 14.3% | | 12.5% | 18.75% | Net Interest Margin | 3.68% | 4.05% | 4.23% | 3.58% | 0.0% | | 12.5% | 18.75% | Efficiency Ratio | 52.5% | 50.0% | 47.5% | 51.00% | 14.4% | | 12.5% | 18.75% | Non-Performing Assets | < 0.50% | < 0.25% | < 0.10% | 0.09% | 18.7% | | 25.0% | 37.50% | Loans-to-Deposits | 108% | 104% | 102% | 98% | 37.5% | | 100% | 150% | | | | | | 115.4% |

  54. GOVERNANCE AND NOMINATING COMMITTEE

    Payments under the 2024 Executive Officer Bonus Plan are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. Bonus Plan for 2023 On June 22, 2023, we adopted an Executive Officer Bonus Plan for 2023 (the “2023 Executive Officer Bonus Plan”), which provided for cash bonuses for our executive officers. The maximum amount that could be allocated to the bonus pool was $884,495 under the 2023 Executive Officer Bonus Plan provided, however, that the maximum amount would be appropriately adjusted if (a) a newly hired employee became eligible to participate in the plan, (b) a participant's base salary was adjusted during the year, or (c) a participant became ineligible before December 31, 2023. Payment from the bonus pool under the 2023 Executive Officer Bonus Plan, if any, was based on the achievement of targets under the following metrics for 2023, which were measured pre-bonus accrual and excluding unbudgeted and one-time/non-core income and expenses, as established by our Compensation Committee:

  55. GOVERNANCE AND NOMINATING COMMITTEE

    Payments under the 2023 Executive Officer Bonus Plan are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. Bonus Plan for 2022 On July 14, 2022, we adopted an Executive Officer Bonus Plan for 2022 (the “2022 Executive Officer Bonus Plan”), which provided for cash bonuses for our executive officers. The maximum amount that could be allocated to the bonus pool was $729,950 under the 2022 Executive Officer Bonus Plan provided, however, that the maximum amount would be appropriately adjusted if (a) a newly hired employee became eligible to participate in the plan, (b) a participant's base salary was adjusted during the year, or (c) a participant became ineligible before December 31, 2022. Payment from the bonus pool under the 2022 Executive Officer Bonus Plan, if any, was based on the achievement of targets under the following metrics for 2022, which were established by our Compensation Committee.

  56. GOVERNANCE AND NOMINATING COMMITTEE

    | (*) | Measured pre-bonus-accrual and excluding unbudgeted one-time/non-core income and expenses |

  57. GOVERNANCE AND NOMINATING COMMITTEE

    | ● | link each participant’s remuneration to our long-term success through the appreciation of stock price; |

  58. GOVERNANCE AND NOMINATING COMMITTEE

    | ● | align the interests of our officers with the interests of our shareholders by linking the long-term value of the compensation to shareholder returns; |

  59. GOVERNANCE AND NOMINATING COMMITTEE

    | ● | provide annual long-term incentive awards that are market competitive; and |

  60. GOVERNANCE AND NOMINATING COMMITTEE

    Historically, we have made stock-based awards annually in late Fall in conjunction with the performance review of our executive and other officers, and it had generally been our practice to make stock-based awards to all recipients on the same date. In 2024, we did not make any stock-based awards. Instead, grants of restricted stock were made in February 2025 to align with the schedule that applies to all other compensation adjustments for employees of the Company and the Bank. In recent years, we have utilized restricted stock as our primary long-term incentive tool to retain and motivate our key employees. We believe this is an excellent way to reward them for, and to motivate them toward, superior performance. Restricted stock is an important retention instrument in that it has immediate value to the recipient. Unlike stock option grants that create economic value only if the stock price appreciates above the price at the date of grant, restricted stock provides value and motivation to the recipient even if the stock price declines. Prior to 2018, we granted restricted stock subject to time-based vesting to our executive officers and other key employees. Beginning in 2018, the vesting of restricted stock awards made to our executive officers was subject to the attainment of performance goals, while awards to all other employees was subject to time-based vesting. With respect to the 2025 stock-based awards, the Compensation Committee considered information presented by the independent compensation consultant, AON, which recommended that time-based vesting be included as a component of the stock grants to our executive officers as a common market practice. Therefore, for 2025, the Compensation Committee determined to make restricted stock awards to our executive officers, 35% of which are subject to time-based vesting, and 65% of which are subject to performance goals. In February 2025, we awarded shares of time-based restricted stock to 133 employees and shares of performance-based and time-based restricted stock to our executive officers. The time-based restricted stock granted in 2022, 2023 and 2025 to key employees and to executive officers (with respect to 35% of the 2025 award) is subject to a three-year vesting period to encourage retention as well as provide value to our key employees. In order to become vested in their performance-based restricted stock, our executive officers would need to be employed throughout the three-year performance period, which satisfies a retention goal, and Mercantile must meet certain pre-determined financial performance goals. The Compensation Committee believes it is important for the performance-based restricted stock, which is intended to be a long-term incentive, to focus our executive officers on, and reward them for, the achievement of multi-year performance objectives. The performance goals were set at a target performance level. If Mercantile meets the target performance level, the executive officers would be vested in the number of shares designated as the “target award.” Performance levels would also be set at a maximum level to provide an incentive for superior performance, and at a threshold level, below which no shares would be earned. Depending on Mercantile’s performance relative to the performance goals, the executive officers could earn between 0% and 150% of the target award. Beginning in December 2020, the Company evaluated our progress toward achieving the performance goals set for the outstanding performance-based grants. Based on our actual and projected financial performance as of late December of each year, the Company will annually adjust the number of shares that are anticipated to be earned at the end of the three-year performance period. This process is intended to align the number of shares used for financial reporting purposes as well as more accurately project the amount of compensation that will be earned by our officers in the form of performance-based restricted stock. Equity awards are discretionary and, beginning in 2025, will generally be granted to our key employees and our named executive officers during the first quarter of the applicable fiscal year. The Company does not currently grant stock options to its employees. Subject to the approval of the ESPP by our shareholders and, following its adoption, eligible employees, excluding our officers subject to Section 16 of the Securities Exchange Act of 1934 , may voluntarily enroll in the ESPP and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior calendar quarter. Purchase dates under the ESPP are generally the last trading day in each calendar quarter. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our Compensation Committee determined the goals and the target number of shares for the 2025-2027 performance period in February 2025. For the performance period of 2025-2027, our Compensation Committee set the target number of shares by reference to the 2025 base salary of each executive officer, as follows: Mr. Reitsma, 65%; Mr. Christmas, 45%, Mr. Augustyn, 45%, Mr. Setlock, 45%, and Mr. Hoover, 40%. Attainment of the performance goals in 2025 will be measured by the Company’s performance as compared to an index of similarly sized bank holding companies to be designated by the Compensation Committee. Under this methodology, a “Target Performance” equates to the 50th percentile of the index, while the “Maximum Performance” and “Threshold Performance” metrics equate to the 75th percentile and 25th percentile, respectively. A linear interpolation is used to determine the payout in the event a measurement criteria falls between the threshold and the target, or target and maximum, performance levels. The performance goals for the performance period are based on a comparison of Mercantile’s average performance over the performance period to the index over the performance period (i.e., the summation of performance for calendar years 2025, 2026, and 2027 divided by three) for:

  61. GOVERNANCE AND NOMINATING COMMITTEE

    Our Compensation Committee will determine whether the performance goals have been met by taking into consideration Mercantile’s performance as compared to the index. In addition, our Compensation Committee may take into consideration other factors as the Compensation Committee may determine and approve in its sole discretion. In its discretion, the Compensation Committee may adjust performance goals and performance measure results during the performance period for extraordinary events or accounting adjustments associated from significant asset purchases or dispositions or other events not contemplated or otherwise considered when the performance goals and targets were established. Following the Compensation Committee’s determination, the shares will become vested, in whole or in part, on February 15, 2028. Grant of Performance-Based Restricted Stock for the 2024-2026 Performance Period Our Compensation Committee determined the goals and the target number of shares for the 2024-2026 performance period in December 2023. For the performance period of 2024-2026, our Compensation Committee set the target number of shares by reference to the 2024 base salary of each executive officer, as follows: Mr. Kaminski, 55%; Mr. Reitsma, 55%; Mr. Christmas, 45%, Mr. Hoover, 40%, and Mr. Worthington, 20%. The number of shares of performance-based restricted stock earned during the performance period will be based upon Mercantile’s achievement of certain performance levels for each of the measurement criteria. The performance goals for the performance period are based on a comparison of Mercantile’s average performance over the performance period (i.e., the summation of performance for calendar years 2024, 2025, and 2026 divided by three) for:

  62. GOVERNANCE AND NOMINATING COMMITTEE

    Our Compensation Committee will determine whether the performance goals have been met by taking into consideration Mercantile’s performance as compared to budget. In addition, our Compensation Committee may take into consideration the 3-year average of the median performance for the Peer Group with respect to ROAA, Diluted EPS Change and ROE, business unit and individual performance and such other factors as the Committee may determine and approve in its sole discretion. The “Peer Group” means a group of similarly sized financial institutions located in the Midwest, as determined by the Compensation Committee in its sole discretion; provided, however, that a financial institution will be deleted from the Peer Group for 2026 if it has not reported its year-end financial results by January 31, 2027. Following the Compensation Committee’s determination, the shares will become vested, in whole or in part, on February 15, 2027. The Company did not make any adjustments in December 2024 to the number of shares that are expected to be earned by our executive officers based on our actual and expected performance for the 2024–2026 performance periods. Our Compensation Committee determined the goals and the target number of shares for the 2023-2025 performance period in December 2022. For the performance period of 2023-2025, our Compensation Committee set the target number of shares by reference to the 2023 base salary of each executive officer, as follows: Mr. Kaminski, 55%; Mr. Reitsma, 50%; Mr. Christmas, 45%; and Mr. Worthington, 20%. The number of shares of performance-based restricted stock earned during the performance period will be based upon Mercantile’s achievement of certain performance levels for each of the measurement criteria. The performance goals for the performance period are based on a comparison of Mercantile’s average performance over the performance period (i.e., the summation of performance for calendar years 2023, 2024 and 2025 divided by three) for:

  63. GOVERNANCE AND NOMINATING COMMITTEE

    Our Compensation Committee will determine whether the performance goals have been met by taking into consideration Mercantile’s performance as compared to budget. In addition, our Compensation Committee may take into consideration the 3-year average of the median performance for the Peer Group with respect to ROAA, Diluted EPS Change and ROE, business unit and individual performance and such other factors as the Committee may determine and approve in its sole discretion. The “Peer Group” means a group of similarly sized financial institutions located in the Midwest, as determined by the Compensation Committee in its sole discretion; provided, however, that a financial institution will be deleted from the Peer Group for 2024 if it has not reported its year-end financial results by January 31, 2025. Following the Compensation Committee’s determination, the shares will become vested, in whole or in part, on February 15, 2025. On December 31, 2022, we increased the number of shares that are expected to be earned by our officers based on our actual and expected performance for the 2022-2024 performance period as follows: Mr. Kaminski, shares increased from 10,023 to 15,035; Mr. Reitsma, shares increased from 6,335 to 9,503; Mr. Christmas, shares increased from 4,850 to 7,275; and Mr. Worthington, shares increased from 1,495 to 2,243. The Company did not make any adjustments in December 2023 or December 2024 to the number of shares that are expected to be earned by our executive officers based on our actual and expected performance for the 2022–2024 performance periods. Shares Earned under the Performance-Based Restricted Stock for the 2022-2024 Performance Period For the three-year performance period ended December 31, 2024, our Compensation Committee determined that the performance goals were achieved at the following levels:

  64. GOVERNANCE AND NOMINATING COMMITTEE

    | PERFORMANCE METRIC | 2022-2024 TARGET PERFORMANCE | 2022-2024 ACTUAL PERFORMANCE | WEIGHTED PAYOUT PERCENTAGE | | 3 Year Return on Average Assets | 1.45% | 1.52% | 37.5% | | 3 Year Return on Average Equity | 14.25% | 16.36% | 37.5% | | 3 Year Diluted Earnings Per Share Change | 10.00% | 10.00% | 75.0% | | Payout Percentage | | | 150% |

  65. GOVERNANCE AND NOMINATING COMMITTEE

    On November 21, 2024, the Bank's Board of Directors adopted a rabbi trust agreement to hold amounts credited to Deferred Compensation Plan #2 (the "Trust Agreement"). The Trust Agreement is between the Bank, as settlor, and Delaware Charter Guarantee & Trust Company, conducting business as Principal Trust Company, as trustee. The trust will hold all amounts credited to Deferred Compensation Plan #2, and benefits will be paid from the trust. The trust is irrevocable and will terminate only when all trust assets have been distributed to participants or their beneficiaries. Trust assets are subject to the claims of the Bank's general creditors. In the event of the Bank's insolvency, the trustee will cease the payment of benefits until it receives a determination from the Bank's independent accountants that the Bank is not insolvent, or is no longer insolvent. The trust may be amended by a written instrument executed by the trustee and the Bank, but no such amendment shall make the trust revocable. IRC Section 162(m) Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to their chief executive officer or certain other highly compensated officers. For taxable years before 2018, qualifying performance-based compensation was not subject to the deduction limitation if certain requirements are met. We periodically reviewed the potential consequences of Section 162(m) and considered whether to structure some or all of the performance-based portion of our executive compensation so that it was not subject to the deduction limitations of Section 162(m). The performance-based compensation exception was eliminated for compensation paid in taxable years after December 31, 2017, and the limit on deductibility was expanded to include all named executive officers. As a result, Section 162(m) no longer permits a public company to take a deduction for any compensation paid to its named executive officers in excess of $1 million, unless the compensation is provided under a written binding contract in effect on November 2, 2017, that was not materially modified on or after that date. Post-Employment Compensation We do not provide a defined benefit pension plan or post-retirement health insurance coverage for our executive officers or other employees. Our executive officers and most of our other employees are eligible to participate in our 401(k) plan. We provide for each eligible participant a matching contribution to the 401(k) plan. On and after April 1, 2018, our matching contribution is "dollar for dollar" on the first 5.00% of each participant's contribution to the 401(k) plan. All our executive officers participated in our 401(k) plan during 2024. All employees, except our executive officers and certain key employees, are employees-at-will and do not have an employment agreement. The employment agreements that we have with our executive officers are described below under the heading “Employment Agreements.” We do not provide post-employment health insurance coverage or other benefits to any employee, except those provided for executive officers and key employees in their employment agreements. Change in Control Provisions Since 2018, we have maintained change in control provisions in agreements with our executive officers, which have provided for a lump sum payment if the executive officer is terminated without “Cause” or terminates employment for “Good Reason” (as those terms are defined under employment agreements) within 24 months after a change in control of Mercantile or the Bank. That lump sum payment would be in addition to severance payments under each officer’s respective employment agreement, except for the payment to Mr. Augustyn under his existing employment agreement, which would be made in the form of a lump sum severance payment rather than a severance payment over 18 months. On December 19, 2024, we entered into an amended employment agreement with Mr. Reitsma, Mr. Christmas, Mr. Augustyn, Mr. Setlock, and Mr. Hoover, effective January 1, 2025. All of the employment agreements, save for the agreement with Mr. Christmas, have change in control provisions. Mr. Christmas is party to a separate change in control agreement, which was amended on December 19, 2024, effective as of December 31, 2025. The change in control provisions for the executive officers (and Mr. Christmas’ change in control agreement) provide for a lump sum payment if the executive officer is terminated without Cause or terminates employment for Good Reason (as those terms are defined under the employment agreements) within 24 months after a change in control of Mercantile or the Bank. The lump sum payment would be in addition to severance payments under each officer's respective employment agreement. The lump sum payment would be, for Mr. Reitsma, 150% of his base salary, and for each other executive officer, 100% of the officer’s base salary, rather than a fixed dollar amount as set forth in the existing employment agreements. In agreeing to these change in control provisions, we took into account that, prior to 2015, the employment agreements with our executive officers did not provide any benefits if the officer were to be terminated in connection with a change in control. We believe that a pending or threatened change in control would provide significant distraction for our executive officers. We believe that providing an additional payment to each executive officer in the event that he or she is involuntarily terminated within 24 months after a change in control will provide the officer with financial protection and is an incentive to maintain a high level of dedication to Mercantile and the Bank in the event of a pending or threatened change in control. Additional information regarding the change in control agreements is included below under the heading "Potential Payments Upon Termination or Change in Control." Clawback Policy We have adopted a Clawback Policy which provides for the recovery of certain incentive compensation in the event of an accounting restatement. Under the Clawback Policy, if the Company’s financial results are restated, due to the Company’s material noncompliance with any financial reporting requirements under securities laws, the portion of any amounts of incentive compensation paid to the Company’s current and former executive officers based on erroneous data will be recouped from those current and former executive officers, as determined by our Compensation Committee. Overview of the Compensation Process The composition of compensation for our executive officers can include: salary, cash bonus, stock-based awards, health, disability and life insurance and perquisites. The elements of executive compensation are discussed at the meetings of our Compensation Committee. Prior to 2025, during the Fall of each year (and, starting in 2025, during the first quarter of each year), the Compensation Committee discusses the base salaries and cash bonus plan, if any, for each of our executive officers, and makes recommendations to the Board of Directors for its approval. The Board of Directors usually approves the Compensation Committee’s recommendations; though if it does not, it could ask the Compensation Committee to prepare revised recommendations. At or about the same time, in years when stock-based awards are to be made, the Compensation Committee grants stock-based awards to our executive and other officers.

  66. GOVERNANCE AND NOMINATING COMMITTEE

    | ● | The bonus plans are typically based on a variety of metrics tied to improving our performance and contain "clawback" provisions if the executive officer or employee engages in certain activities or a payout is based on materially inaccurate financial statements or other materially inaccurate performance metric criteria. |

  67. Summary Compensation Table

    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.

  68. Summary Compensation Table

    | 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 |

  69. Summary Compensation Table

    | (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. |

  70. Summary Compensation Table

    | (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. |

  71. Summary Compensation Table

    | (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. |

  72. Summary Compensation Table

    | (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. |

  73. Summary Compensation Table

    | (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. |

  74. Summary Compensation Table

    | (6) Mr. Reitsma assumed the role of President and Chief Executive Officer of the Company and the Bank upon Mr. Kaminski’s retirement. |

  75. Summary Compensation Table

    | (7) Mr. Augustyn became a named executive officer as of January 1, 2025. |

  76. Summary Compensation Table

    | (8) Mr. Setlock was appointed as an executive officer effective January 1, 2024. |

  77. Summary Compensation Table

    | (9) Mr. Hoover was appointed as an executive officer effective January 1, 2023. |

  78. Summary Compensation Table

    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:

  79. Summary Compensation Table

    | 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 |

  80. Summary Compensation Table

    | (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. |

  81. Summary Compensation Table

    | (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. |

  82. Summary Compensation Table

    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:

  83. Summary Compensation Table

    | 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% |

  84. Summary Compensation Table

    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.

  85. Grants of Plan-Based Awards In 2024

    Grants of Plan-Based Awards In 2024 The following table provides information regarding grants of plan-based awards to the named executive officers during the year ended December 31, 2024. No grants of plan-based awards were made in 2024 due to a change in our processes.

  86. Grants of Plan-Based Awards In 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Robert B. Kaminski, Jr. | - | - | - | - | - | - | - | - | - | - | - | | Raymond E. Reitsma | - | - | - | - | - | - | - | - | - | - | - | | Charles E. Christmas | - | - | - | - | - | - | - | - | - | - | - | | Mark S. Augustyn | - | - | - | - | - | - | - | - | - | - | - | | Scott P. Setlock | - | - | - | - | - | - | - | - | - | - | - | | Brett E. Hoover | - | - | - | - | - | - | - | - | - | - | - |

  87. Outstanding Equity Awards At 2024 Fiscal Year-End

    Outstanding Equity Awards At 2024 Fiscal Year-End The following table provides information as of December 31, 2024, regarding equity awards, including unexercised stock options and restricted stock that had not vested, for each of the named executive officers.

  88. Outstanding Equity Awards At 2024 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(2)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Robert B. Kaminski, Jr. | - | - | - | - | - | - | - | 15,035 | 668,907 | | | | | | | | | | 11,406 | 507,453 | | | | | | | | | | 8,667 | 385,595 | | Raymond E. Reitsma | - | - | - | - | - | - | - | 9,503 | 422,788 | | | | | | | | | | 7,551 | 335,944 | | | | | | | | | | 7,860 | 349,691 | | Charles E. Christmas | - | - | - | - | - | - | - | 7,275 | 323,665 | | | | | | | | | | 5,536 | 246,297 | | | | | | | | | | 4,641 | 206,478 | | Mark S. Augustyn | - | - | - | - | - | - | - | 4,800 | 213,552 | | | | | | | | | | 4,100 | 182,409 | | Scott P. Setlock | - | - | - | - | - | - | - | 4,000 | 177,960 | | | | | | | | | | 3,690 | 164,168 | | Brett E. Hoover | - | - | - | - | - | - | - | 3,200 | 142,368 | | | | | | | | | | 2,734 | 121,636 |

  89. Outstanding Equity Awards At 2024 Fiscal Year-End

    | (1) For Mr. Kaminski, Mr. Reitsma and Mr. Christmas, the performance-based restricted stock awards for each officer, in the order listed in the column and depicted at the adjusted target level, cliff vest on February 15, 2025, February 15, 2026 and February 15, 2027. The restricted stock awards are subject to forfeiture and restrictions on transfer until they vest. The first awards shown in the column for each of these officers were adjusted on December 31, 2022 to reflect the anticipated achievement of the performance metrics, based on actual and projected performance as of that date for each of the respective three-year performance periods, resulting in an increased number of shares as follows: |

  90. Outstanding Equity Awards At 2024 Fiscal Year-End

    | Name | 2022-2024 Performance Period | | Mr. Kaminski | 5,012 | | Mr. Reitsma | 3,168 | | Mr. Christmas | 2,425 |

  91. Outstanding Equity Awards At 2024 Fiscal Year-End

    | (2) For Mr. Augustyn and Mr. Setlock, the standard time-based restricted stock awards for each officer, in the order listed in the column, cliff vest on December 15, 2025 and December 14, 2026. The restricted stock awards are subject to forfeiture and restrictions on transfer until they vest. | | (3) For Mr. Hoover, one standard time-based restricted stock award and one performance-based restricted stock award, in the order listed in the column, cliff vest on December 15, 2025 and February 15, 2027. The restricted stock awards are subject to forfeiture and restrictions on transfer until they vest. | | (4) Based on the closing stock price of $44.49 per share as of December 31, 2024. |

  92. Option Exercises and Stock Vested In 2024

    Option Exercises and Stock Vested In 2024 The following table provides information regarding the exercise of stock options and vesting of restricted stock during 2024 for each of the named executive officers.

  93. Option Exercises and Stock Vested In 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Robert B. Kaminski, Jr. | --- | --- | 15,538 | 605,360 | | Raymond E. Reitsma | --- | --- | 11,045 | 430,313 | | Charles E. Christmas | --- | --- | 9,183 | 357,770 | | Mark S. Augustyn | --- | --- | 4,250 | 209,313 | | Scott P. Setlock | --- | --- | 3,650 | 179,763 | | Brett E. Hoover | --- | --- | 1,000 | 49,250 |

  94. Option Exercises and Stock Vested In 2024

    | For Mr. Kaminski, Mr. Reitsma and Mr. Christmas, the vested shares were performance-based, relating to the performance period of 2021-2023. Shares vested on February 15, 2024 at a price per share of $38.96. For Mr. Augustyn, Mr. Setlock and Mr. Hoover, who were granted shares prior to becoming executive officers, shares that vested were standard time-based, not performance-based. Shares cliff vested on December 16, 2024 at a price per share of $49.25. |

  95. Nonqualified Deferred Compensation For 2024

    Nonqualified Deferred Compensation For 2024 The following table provides information regarding our plan that provides for the deferral of compensation for the named executive officers on a basis that is not tax qualified.

  96. Nonqualified Deferred Compensation For 2024

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance At Last FYE ($)(2) | | Robert B. Kaminski, Jr. | - | - | 246 | 7,432 | - | | Raymond E. Reitsma | - | - | - | - | - | | Charles E. Christmas | - | - | - | - | - | | Mark S. Augustyn | 228,005 | - | 895 | - | 242,683 | | Scott P. Setlock | - | - | - | - | - | | Brett E. Hoover | - | - | - | - | - |

  97. Nonqualified Deferred Compensation For 2024

    | (1) These earnings consist of interest credited monthly at a rate equal to the prime rate as published in the Wall Street Journal, determined quarterly, as of the first day of each quarter. The above-market portion of this interest in 2024 is reported for each officer in the Summary Compensation Table. The amounts so reported are for Mr. Kaminski, $246 and for Mr. Augustyn, $895. The above-market portion is the amount of interest that 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 established under the Deferred Compensation Plan. |

  98. Nonqualified Deferred Compensation For 2024

    | (2) The amount that was reported as compensation in the Summary Compensation Tables for previous years is for Mr. Kaminski, $4,412. |

  99. Nonqualified Deferred Compensation For 2024

    Deferred Compensation Plan The information in the table above pertains to our executive officers’ participation in the Bank’s Deferred Compensation Plan. Participants in the Deferred Compensation Plan may elect to defer up to 100% of their salary and other cash compensation each year. Under the Deferred Compensation Plan, the amount of any compensation deferred is credited with interest monthly at a rate equal to the prime rate as published in the Wall Street Journal, determined quarterly, on the first day of each quarter. The Deferred Compensation Plan provides that the Bank will pay to each executive officer, from the executive officer’s deferred compensation account, a lump sum payment or installment payments, whichever the officer elected, after he or she leaves employment with us due to normal retirement, early termination, disability, or a change of control. If installment payments are elected on or after January 1, 2015, the maximum payment period is ten years. If the executive officer dies before leaving employment, the Bank will distribute the payments to the executive officer’s designated beneficiary in a lump sum, or installments, if installments were elected. If death occurs during the time that payments are being made, the Bank will distribute the remaining payments to the executive officer’s designated beneficiary at the same time and in the same amounts that would have been distributed if the executive officer had not died. The Deferred Compensation Plan is subject to Section 409A of the Internal Revenue Code, which specifies requirements that non-qualified deferred compensation plans must meet in order to avoid adverse tax consequences for participants. As discussed above, the Bank adopted a new Deferred Compensation Plan #2 effective January 1, 2025.

  100. Nonqualified Deferred Compensation For 2024

    | Potential Payments upon Termination or Change in Control |

  101. Nonqualified Deferred Compensation For 2024

    Employment Agreements We have entered into employment agreements with each of our executive officers. Upon the recommendation of the Compensation Committee, the Board of the Company and the Bank approved amended and restated executive employment agreements for Mr. Reitsma, Mr. Christmas, Mr. Augustyn, Mr. Setlock, and Mr. Hoover on December 19, 2024, effective January 1, 2025. As the “Table of Potential Payments Upon Termination of Employment” and the “Table of Potential Payments Upon a Change in Control” below assume that the termination of employment or change in control occurred on December 31, 2024, the following discussion summarizes the terms of the employment agreements for each executive officer in effect prior to January 1, 2025. Mr. Kaminski voluntarily retired from service as an executive officer as of June 1, 2024, and his employment agreement was not in effect as of December 31, 2024. Mr. Kaminski did not receive any severance payments in connection with his retirement, but continued to vest in his outstanding performance-based restricted stock awards due to his service as a member of our Board during 2024. The agreement for each officer other than Mr. Augustyn establishes an employment period that extends an additional year, each December 31, so that as of each December 31, there are three years remaining in the employment period. Mr. Augustyn’s agreement provides for a two-year employment period that extends an additional year each December 31, so that as of each December 31, there are two years remaining in the employment period. The annual extension of the employment period can be avoided by giving notice that the employment period is not to be extended. These agreements include provisions that provide compensation and benefits to the executive officers in the event that their employment with us is terminated:

  102. Nonqualified Deferred Compensation For 2024

    | ● | during the employment period, voluntarily by the executive officer for Good Reason, or by us without Cause; or |

  103. Nonqualified Deferred Compensation For 2024

    | ● | during the employment period, due to disability or death. |

  104. Nonqualified Deferred Compensation For 2024

    The employment agreements in effect on December 31, 2024 (other than for Mr. Augustyn), also provide compensation and benefits to the officers in the event that their employment with us is terminated after the employment period and before they reach the age of 65, voluntarily by them if their annual base salary is reduced without Cause, or by us without Cause. The terms Cause and Good Reason are defined in the employment agreements. Cause includes certain acts of dishonesty and intentional gross neglect, conviction of a felony, and certain intentional breaches of an officer’s obligations in the employment agreement relating to confidentiality of our information and not competing with us. Good Reason includes an assignment to the officer of a title or duties that are materially inconsistent with the officer’s position, titles, duties or responsibilities, and certain failure by us to comply in a material respect, even after notice to us, with our obligations to the officer under the employment agreement. Termination During the Employment Period The employment agreements provide the executive officers with compensation and benefits in the event that their employment is terminated by us without Cause, or the officers elect to terminate their employment for Good Reason during the employment period. In such event, each officer (other than Mr. Augustyn) is entitled to receive the greater of the officer’s annual base salary through the end of the employment period or (i) for Mr. Reitsma, Mr. Setlock, and Mr. Christmas, $350,000; and (ii) for Mr. Hoover, $250,000, in any case payable over 18 months. In addition, in the case of such a termination of employment, the officer is entitled to continue the officer’s participation in our life, disability and health insurance plans for 18 months, to the extent permitted under the plans, to an assignment of any assignable term life insurance policies owned by us insuring the officer’s life, and to $15,000 for out-placement, interim office and related expenses. Under Mr. Augustyn’s employment agreement in effect as of December 31, 2024, Mr. Augustyn would be entitled to unpaid base compensation, the cash equivalent of any accrued vacation days not taken, reimbursement of any out-of-pocket expenses, an amount equal to 150% of his base compensation in effect as of the effective date of the termination of employment, payable in 18 substantially equal installments, plus a pro rata share of any incentive compensation payable for the year in which the termination of employment occurred. For a termination of an executive officer by us during the employment period to be with Cause, it must be done within 90 days of our learning of the Cause. For a termination by the officer during the employment period to be with Good Reason, it must be done by the officer within 90 days of the officer learning of the Good Reason. For all officers other than Mr. Augustyn, if an officer becomes disabled or dies during the employment period, the officer is entitled to compensation and benefits under the officer’s employment agreement. In the event of disability, the officer continues to receive their then current annual base salary through the end of the employment period, and any disability benefits payable under disability plans that we provide. The officer also continues to participate in our life, disability, and health insurance plans, through age 65, to the extent permitted under the plans. If the officer dies during the employment period, we are obligated to pay the officer’s legal representative a death benefit. The death benefit is (i) for Mr. Reitsma Mr. Christmas, and Mr. Setlock, $200,000; (ii) and for Mr. Hoover, $100,000. In addition, if we own any life insurance insuring the life of the officer, the proceeds of the policies are payable to the named beneficiaries. Under Mr. Augustyn’s agreement, in the event of disability, Mr. Augustyn is entitled to his base compensation for a period of six months, a pro rata share of any incentive compensation payable for the year of termination, and continued participation in life, disability and health insurance plans for six months after termination of employment. In the event of Mr. Augustyn’s death, if we own any life insurance insuring his life, the proceeds of the policies are payable to the named beneficiaries. Under the employment agreements, in the event that an officer’s employment is terminated for Cause, the officer is not entitled to any accrued rights that the officer may then have under any of our stock incentive plans. Termination After the Employment Period The employment agreements for each executive officer other than Mr. Augustyn effective as of December 31, 2024, provide compensation and benefits in the event that after the employment period and prior to the officer reaching the age of 65, the officer’s employment is terminated by us without Cause, or the officer’s annual base salary is reduced without Cause, and the officer terminates the officer’s employment within 90 days of the reduction. In such event, the officer is entitled to receive an amount, for Mr. Reitsma, Mr. Christmas or Mr. Setlock, of $350,000; and for Mr. Hoover, of $250,000, payable over 18 months. In addition, in the case of such a termination of employment, the officer is entitled to continue participation in our life, disability and health insurance plans for 18 months, to the extent permitted under the plans, to an assignment of any assignable term life insurance policies owned by us insuring the officer’s life, and to $15,000 for out-placement, interim office and related expenses. The provisions providing for a post-employment period severance were removed in the amended employment agreements effective January 1, 2025. Obligations of Executive Officers The employment agreements for each executive officer other than Mr. Augustyn effective as of December 31, 2024 provide that each officer agreed not to disclose, except as required by law, any confidential information relating to our business or customers, or use any confidential information in any manner adverse to us. In addition, each such officer has agreed that for 18 months following the officer’s employment with us, the officer will not be employed by, or act as a director or officer of, any business engaged in banking within a 50-mile radius of any city in which at any time during the 18-month period we or the Bank has a branch or other office. Under Mr. Augustyn’s agreement, Mr. Augustyn has agreed not to disclose, except as required by law, any confidential information relating to our business or customers, or use any confidential information in any manner adverse to us. In addition, he has agreed that for the earlier of (i) 12 months or (ii) the date of the occurrence of a change in control he will not be employed by, or act as director or officer, any business engaged in banking within a 50-mile radius of any city in which at any time during the 12-month period we or the Bank has a branch or other office. However, he is not prohibited from being a passive owner of not more than 1% of any publicly-traded class of capital stock of any entity or being an employee of a financial institution having consolidated assets of more than $50 billion where he has no involvement of any type with any customers or business of such institution or its affiliates within 120 miles of any city in which during the 12-month period we or the Bank has any branch or office. Change in Control Agreements

  105. Nonqualified Deferred Compensation For 2024

    We have entered into a change in control agreement with each of our executive officers. If the officer's employment is terminated without Cause (as defined in the employment agreement) or if the officer terminates employment for Good Reason (as defined in the employment agreement), in each case within 24 months after a "change in control," the officer will receive a lump sum payment within 15 days after the termination. The amount of the lump sum payment is: (i) $350,000 for each of Mr. Reitsma, Mr. Christmas and Mr. Setlock, and (iii) $250,000 for Mr. Hoover. This amount is paid in addition to any other payments and benefits under the officer's employment agreement. If the officer is a "specified employee" within the meaning of Section 409A of the Internal Revenue Code, payment is delayed until the first business day of the seventh month after the date on which termination of employment occurs. Under Mr. Augustyn’s agreement, in the event his employment is terminated without Cause (as defined in the employment agreement) or if he terminates employment for Good Reason (as defined in the employment agreement), in each case within 24 months after a "change in control," he is entitled to receive the payments otherwise payable in the event of a termination of employment described above, payable in a lump sum within 15 days after the termination. In all instances, a "change in control" is defined as (a) a change in ownership of more than 50% of the total fair market value or total voting power of Mercantile or the Bank; (b) a change in effective control, which includes (i) an acquisition by a person of 30% or more of the total voting power of the stock of Mercantile or the Bank; or (ii) a majority of the members of the Board of Directors of Mercantile or the Bank is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of the appointment or election; or (c) an acquisition by a person of assets of Mercantile or the Bank with a total gross fair market value of more than 40% of the total gross fair market value of all assets of Mercantile or the Bank immediately prior to the acquisition. Rights Under the Stock Incentive Plan of 2020 If an executive officer terminates employment due to death, disability or retirement at or after age 65, then restricted stock granted to the officer under the Stock Incentive Plan of 2020 will be 100% vested. If we terminate the employment of an executive officer other than for Cause, or if the officer retires at or after age 62, but before age 65, with 5 or more years of service with us, restricted stock granted to the officer under the plan will be partially vested. The number of shares that will be vested is equal to the number of shares granted to the executive officer multiplied by the number of months that have elapsed since the grant date divided by the number of months in the vesting period. Our Compensation Committee has discretion to accelerate the vesting of restricted stock. Rights Under the Stock Incentive Plan of 2023 If an executive officer terminates employment due to death, disability or retirement at or after age 65, then restricted stock granted to the officer under the Stock Incentive Plan of 2023 will be 100% vested. If we terminate the employment of an executive officer other than for Cause, or if the officer retires at or after age 62, but before age 65, with 5 or more years of service with us, restricted stock granted to the officer under the plan will be partially vested. The number of shares that will be vested is equal to the number of shares granted to the executive officer multiplied by the number of months that have elapsed since the grant date divided by the number of months in the vesting period. Our Compensation Committee has discretion to accelerate the vesting of restricted stock. As previously noted, Mr. Kaminski retired from service as an officer of the Company and the Bank on June 1, 2024, but continued to serve as a member of the Board. He continued to earn vesting service for his performance-based restricted stock awards during his service as a director. Mr. Kaminski will retire from the Board at the annual meeting on May 22, 2025, prior to attainment of age 65. Absent action of the Compensation Committee, Mr. Kaminski would be pro-rata vested in his outstanding performance-based restricted stock awards as of his retirement date. In view of Mr. Kaminski’s long tenure as an officer and contributions to the success of the Company and the Bank, the Compensation Committee exercised its discretion to provide that Mr. Kaminski will be eligible to earn 100% of the performance-based restricted stock awards that were made to him on December 15, 2022 under the Stock Incentive Plan of 2020 and on December 14, 2023 under the Stock Incentive Plan of 2023. Although the shares will not be subject to forfeiture due to a termination of service, the shares will be subject to restrictions on transfer, assignment and sale until the vesting dates of February 15, 2026 and February 15, 2027, respectively. Distribution from the Deferred Compensation Plan Each executive officer will receive a distribution of the executive officer’s account under the Deferred Compensation Plan upon termination of employment. Distributions will generally be delayed for six months after the termination of employment, to the extent required by Section 409A of the Internal Revenue Code. However, if employment is terminated due to Cause, or if an executive officer is subject to a final removal or prohibition order issued by a federal banking agency, then the executive officer will only receive a distribution of the officer’s own deferrals, without any interest credits. Distribution from the Deferred Compensation Plan #2 As discussed above, the Bank adopted a new Deferred Compensation Plan #2 effective January 1, 2025. Under the Deferred Compensation Plan #2, each executive officer will receive a distribution of the executive officer’s account under the Deferred Compensation Plan #2 upon termination of employment, which may be payable in a lump sum or in annual installments over a term certain as elected by the executive officer not to exceed 10 years. Distributions will generally be delayed for six months after the termination of employment, to the extent required by Section 409A of the Internal Revenue Code. Table of Potential Payments Upon Termination of Employment The following tables provide information regarding compensation and benefits payable to our executive officers under their respective employment agreements, Stock Incentive Plan of 2020 or the Stock Incentive Plan of 2023 upon termination of their employment. The amounts shown assume that termination of employment was effective as of December 31, 2024, the last business day of our 2024 fiscal year, and include estimates of the amounts that would be paid based on the officer’s 2024 base salary. The amounts shown also reflect determinations based on employment agreements in effect as of December 31, 2024, which have subsequently been modified effective January 1, 2025, as discussed above. The actual amounts would only be determined upon an officer’s termination of employment. The value of restricted stock that would have become vested due to termination without “Cause,” retirement, death or disability is based on the closing stock price of $44.49 on December 31, 2024.

  106. Nonqualified Deferred Compensation For 2024

    | | During Employment Period | | | | | | Name | Termination Without Cause or for Good Reason ($)(3) | Termination Due to Death ($)(4) | Termination Due to Disability ($)(5) | After Employment Period and Before Age 65, Termination Without Cause or Due to Base Salary Reduction ($)(6) | Retirement ($)(7) | | Robert B. Kaminski, Jr(1) | - | 1,561,955 | - | - | - | | Raymond E. Reitsma | 3,001,151 | 2,208,423 | 3,395,361 | 1,147,351 | 1,108,423 | | Charles E. Christmas | 1,928,505 | 1,876,395 | 2,398,785 | 946,355 | 776,395 | | Mark S. Augustyn(2) | 911,668 | 1,295,961 | 823,359 | - | 395,961 | | Scott P. Setlock | 1,280,839 | 1,442,128 | 1,944,954 | 571,539 | 342,128 | | Brett E. Hoover | 1,063,119 | 1,264,004 | 1,499,319 | 430,369 | 264,004 |

  107. Nonqualified Deferred Compensation For 2024

    | (1) Mr. Kaminski retired as an executive officer on June 1, 2024, but continued to serve as a member of the Board through 2024. | | (2) The employment agreement for Mr. Augustyn in place on December 31, 2024, is significantly different than the employment agreement that is in place for the other named executive officers. | | (3) Includes (a) annual base salary through the end of 2027 for Mr. Reitsma of $2,203,800, Mr. Christmas of $1,332,150 , Mr. Setlock of $1,059,300 and Mr. Hoover of $882,750, and for 18 months for Mr. Augustyn of $675,345; (b) life, disability and medical insurance premiums for 18 months for Mr. Reitsma of $43,969, Mr. Christmas of $43,342, Mr. Augustyn of $40,531, Mr. Setlock of $27,875 and Mr. Hoover of $28,134; (c) out-placement amounts of $15,000 for Mr. Reitsma, Mr. Christmas, Mr. Setlock and Mr. Hoover (d) the value of restricted shares that would have become vested due to termination without cause, for Mr. Reitsma of $738,382, Mr. Christmas of $538,013, Mr. Augustyn of $209,303, Mr. Setlock of $178,664, and Mr. Hoover of $137,235 which value would not apply and should be subtracted in the case of a termination by the officer for Good Reason |

  108. Nonqualified Deferred Compensation For 2024

    | (4) Includes the value of restricted shares that would have become vested due to death of $1,561,955 for Mr. Kaminski. Includes payment of a death benefit from us of $200,000 and from the applicable insurance companies, supplemental life insurance proceeds of $300,000 and group term life insurance proceeds of $600,000, and the value of restricted shares that would have become vested due to death of $1,108,423 for Mr. Reitsma, $776,395 for Mr. Christmas, and $342,128 for Mr. Setlock. Includes from the applicable insurance companies, supplemental life insurance proceeds of $300,000 and group term life insurance proceeds of $600,000, and the value of restricted shares that would have become vested due to death of $395,961 for Mr. Augustyn. Includes payment of a death benefit from us of $100,000 and from the applicable insurance companies, supplemental life insurance proceeds of $300,000 and group term life insurance proceeds of $600,000 and the value of restricted shares and stock options that would have becomes vested due to death of $264,004 for Mr. Hoover. |

  109. Nonqualified Deferred Compensation For 2024

    | (5) Includes: (a) annual base salary through the end of 2027 for Mr. Reitsma, $1,995,000, Mr. Christmas, $1,245,000, Mr. Setlock, $990,000 and Mr. Hoover, $825,000, and for 6 months for Mr. Augustyn, $210,238; (b) life, disability and medical insurance premiums until age 65 for Mr. Reitsma, $87,938 (calculated at $29,312 annually), Mr. Christmas, $173,390 (calculated at $24,770 annually), Mr. Setlock, $408,826 (calculated at $18,583), and Mr. Hoover, $206,315 (calculated at $18,755 annually); life, disability and medical insurance premiums for six months for Mr. Augustyn, of $13,010 (calculated at $26,020 annually); (c) the value of restricted shares that would have become vested due to disability, for Mr. Reitsma, $1,108,423, Mr. Christmas, $776,395, Mr. Augustyn, $395,961, Mr. Setlock, $342,128 and Mr. Hoover, $264,004. In addition, the executive officers would receive long term disability benefits from the applicable insurance companies for as long as the officer is disabled up to age 65, in the following annual amounts, Mr. Reitsma $204,000, Mr. Christmas, $204,000, Mr. Augustyn, $204,000, Mr. Setlock, $204,000, and Mr. Hoover, $204,000. If the disability were catastrophic as defined in the disability insurance policies, the annual disability benefits in the prior sentence would be about 22% to 41% more, depending on the executive officer. |

  110. Nonqualified Deferred Compensation For 2024

    | (6) Includes: (a) for Mr. Reitsma, Mr. Christmas, and Mr. Setlock $350,000, and for Mr. Hoover $250,000, and life, disability and medical insurance premiums for 18 months for Mr. Reitsma, $43,969, Mr. Christmas, $43,342, Mr. Setlock, $27,875 and Mr. Hoover, $28,134 (b) for Mr. Reitsma, Mr. Christmas, Mr. Setlock, and Mr. Hoover, $15,000 of outplacement services (c) the value of restricted shares, that would have become vested due to termination without cause, for Mr. Reitsma, $738,382, Mr. Christmas, $538,013, Mr. Setlock, $178,664 and Mr. Hoover, $137,235 which value would not apply and should be subtracted in the case of a termination by the officer because of a reduction in his base salary. The amounts are calculated as though the employment period had ended before December 31, 2024. |

  111. Nonqualified Deferred Compensation For 2024

    | (7) Includes the value of restricted shares that would have become vested at retirement. The amounts are calculated as though the officer had reached 65 years of age as December 31, 2024 .If the officer had retired and had reached age 62 but was not yet 65 as of December 31, 2024 and had five or more years of service with us, the value of restricted stock that would have vested would be for Mr. Reitsma, $738,382, for Mr. Christmas, $538,013, for Mr. Augustyn, $209,303, for Mr. Setlock, $272,610 and for Mr. Hoover, $137,235. In connection with Mr. Kaminski’s retirement, the Compensation Committee approved a change for his outstanding performance-based restricted shares, under which Mr. Kaminski will be eligible to earn 100% of his shares as of the vesting dates of February 15, 2026 and February 15, 2027, respectively. |

  112. Nonqualified Deferred Compensation For 2024

    Change in Control Pursuant to agreements in effect through December 31, 2024, except for the agreement with Mr. Augustyn, if a change in control of Mercantile or the Bank occurs and the employment of an executive officer is terminated without Cause or the officer terminates employment for Good Reason within 24 months after the change in control, the officer will receive a lump sum payment in addition to severance benefits under the employment agreement. Under each of the Stock Incentive Plan of 2020 and the Stock Incentive Plan of 2023, restricted stock awards may be assumed or a substitute award may be granted in connection with a change in control of Mercantile. In such event, the executive officer will become 100% vested if, within one year after the change in control, the officer's employment is terminated without Cause or due to death or disability, or if the officer terminates employment for Good Reason. If the restricted stock awards are not assumed or a substitute award granted, then unless the Compensation Committee prescribes an economically equivalent alternative, shares of restricted stock will be 100% vested. The awards will be cancelled immediately prior to the change in control, with the executive officer receiving a payment equal to the per share consideration paid to the shareholders in connection with the change in control transaction minus, in the case of stock options, the exercise price per share. A “change in control” is defined in each of the Stock Incentive Plan of 2020 and the Stock Incentive Plan of 2023 as (a) the failure of the continuing directors to constitute a majority of the Board of Directors; (b) the acquisition by any person of ownership of 30% or more of the outstanding common stock of Mercantile; (c) a reorganization, merger or consolidation after which the Mercantile shareholders do not own at least 50% of the value and voting power of the outstanding capital stock of the entity surviving the transaction; (d) a liquidation or dissolution of Mercantile, or a sale of all or substantially all of its assets; or (e) any other change in control transaction that is reportable to the SEC under Item 6(e) of Schedule 14A of Regulation 14A issued under the Securities Exchange Act of 1934. Under Mr. Augustyn’s agreement, in the event his employment is terminated without Cause (as defined in the employment agreement) or if he terminates employment for Good Reason (as defined in the employment agreement), in each case within 24 months after a "change in control," he is entitled to receive the payments otherwise payable in the event of a termination of employment described above, payable in a lump sum within 15 days after the termination. Each executive officer will receive a distribution of the executive officer’s account under the Deferred Compensation Plan if employment terminates within 12 months after a change in control. The value of each officer’s account as of December 31, 2024, is shown above in the table under the heading “Nonqualified Deferred Compensation For 2024.” Potential Payments Upon a Change in Control The following table provides information regarding the value of benefits that would be provided to our executive officers in the event of a change in control of Mercantile. A lump sum cash payment would be made pursuant to the terms of the officer's change in control provisions assuming there was both a change in control and a termination without Cause or a Good Reason termination on December 31, 2024. The cash payments shown in the table below are in addition to severance payments that would be paid to the officer under their change in control or employment agreement in the event of a termination without Cause or a Good Reason termination during the employment period. Under our Stock Incentive Plan of 2020 and our Stock Incentive Plan of 2023, there are provisions regarding a change in control. The amounts shown assume that the change in control occurred as of December 31, 2024, the last business day of our 2024 fiscal year, include estimates of the value of restricted stock that would be vested upon a change in control and reflect that incentive awards were not assumed or substituted by an acquiring company. The actual amounts would only be determined upon a change in control.

  113. Nonqualified Deferred Compensation For 2024

    | | Termination Without Cause or Good Reason Termination | Accelerated Vesting Upon Change in Control | | | Name | After a Chance in Control ($) | Stock Options ($) | Restricted Stock ($)(3)(4) | | Robert B. Kaminski, Jr.(1) | - | - | $1,561,954 | | Raymond E. Reitsma | 350,000 | - | $1,108,423 | | Charles E. Christmas | 350,000 | - | $776,439 | | Mark S. Augustyn(2) | - | - | $395,961 | | Scott P. Setlock | 350,000 | - | $342,128 | | Brett E. Hoover | 250,000 | - | $264,003 |

  114. Nonqualified Deferred Compensation For 2024

    | (1) Mr. Kaminski retired as an executive officer on June 1, 2024, but continued to serve as a member of the Board. |

  115. Nonqualified Deferred Compensation For 2024

    | (2) Mr. Augustyn would not receive any additional payment, but would be entitled to receive the severance amount set forth in the “Table of Potential Payments Upon Termination of Employment” above, paid in a lump sum. |

  116. Nonqualified Deferred Compensation For 2024

    | (3) Consisting of: |

  117. Nonqualified Deferred Compensation For 2024

    | ● | 35,108 shares of performance-based restricted stock that would have vested for Mr. Kaminski at the adjusted target award level. |

  118. Nonqualified Deferred Compensation For 2024

    | ● | 24,914 shares of performance-based restricted stock that would have vested for Mr. Reitsma at the adjusted target award level. |

  119. Nonqualified Deferred Compensation For 2024

    | ● | 17,452 shares of performance-based restricted stock that would have vested for Mr. Christmas at the adjusted target award level. |

  120. Nonqualified Deferred Compensation For 2024

    | ● | 8,900 total shares of restricted stock for Mr. Augustyn subject to time-based vesting. |

  121. Nonqualified Deferred Compensation For 2024

    | ● | 7,690 total shares of restricted stock for Mr. Setlock subject to time-based vesting. |

  122. Nonqualified Deferred Compensation For 2024

    | ● | 5,934 total shares of restricted stock for Mr. Hoover, which consists of 2,734 shares of performance-based restricted stock that would have vested for Mr. Hoover at the adjusted target award level, plus 3,200 shares of restricted stock subject to time-based vesting. |

  123. Nonqualified Deferred Compensation For 2024

    | (4) Based on the closing stock price for our common stock of $44.49 per share as of December 31, 2024. |

  124. Nonqualified Deferred Compensation For 2024

    Amended and Restated Employment Agreements Effective as of January 1, 2025 As discussed above, 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 are substantially the same. The material changes made to these agreements include:

  125. Nonqualified Deferred Compensation For 2024

    | ● | Base salary increases will become effective as of March 1 rather than January 1 of each year. |

  126. Nonqualified Deferred Compensation For 2024

    | ● | If an officer becomes disabled, the Bank will pay a disability benefit equal to 18 months of base salary paid over a 36-month period, reduced by any long-term disability insurance payments. |

  127. Nonqualified Deferred Compensation For 2024

    | ● | The severance payment in the event of a termination without Cause or a Good Reason resignation for each officer is 300% of base compensation, paid over a 36-month period. The Bank would also continue benefits for each officer for the 36-month period, to the extent allowed by the terms of the plans. |

  128. Nonqualified Deferred Compensation For 2024

    | ● | The death benefit paid by the Bank upon the death of an officer is 50% of base salary for Mr. Reitsma and 40% of base salary for each other officer. |

  129. Nonqualified Deferred Compensation For 2024

    | ● | The provision in the prior agreement providing for a post-employment period severance payment was removed. |

  130. Nonqualified Deferred Compensation For 2024

    | ● | If an officer is terminated without Cause or resigns for a Good Reason within 24 months after a change in control, Mr. Reitsma would receive a lump sum payment equal to 150% of base salary and each other officer would receive a lump payment equal to 100% of base salary, in addition to the severance payment amount. Each agreement provides that if payment to an officer in the event of a change in control is an “excess parachute payment,” payments would be reduced such that the excise tax would not be triggered for the officer and the Bank’s deduction would not be limited. For purposes of compliance with Section 409A of the Internal Revenue Code, Mr. Christmas has a separate change in control agreement; the change in control benefit for each other officer is substantively the same but would be attached as an exhibit to his or her respective employment agreement. |

  131. Nonqualified Deferred Compensation For 2024

    | Director Compensation for 2024 |

  132. Nonqualified Deferred Compensation For 2024

    The following table provides information about the compensation of our directors for the year ended December 31, 2024.

  133. Nonqualified Deferred Compensation For 2024

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | David M. Cassard(2) | 14,958 | — | | — | — | — | 14,958 | | Michael S. Davenport | 35,575 | 38,668 | — | — | — | — | 74,243 | | Michelle L. Eldridge | 38,675 | 41,768 | — | — | — | — | 80,443 | | Michael H. Price | 50,983 | 55,143 | — | — | — | — | 106,126 | | David B. Ramaker | 37,550 | 41,021 | — | — | — | — | 78,571 | | Nelson F. Sanchez | 32,792 | 37,621 | | | | | 70,413 | | Amy L. Sparks | 37,879 | 43,375 | — | — | — | — | 81,254 |

  134. Nonqualified Deferred Compensation For 2024

    | (1) The compensation of our President and Chief Executive Officer, Mr. Reitsma, has been omitted from this table because he received no special compensation for serving on our Board of Directors. The compensation paid to Mr. Kaminski in his capacity as a director following his retirement and of Mr. Reitsma are included in the Summary Compensation Table. |

  135. Nonqualified Deferred Compensation For 2024

    | (2) Each non-employee director who was serving on May 23, 2024, received a stock award on June 1, 2024, in payment of 50% of such director's annual retainer fee. Mr. Cassard retired from the Board on May 23, 2024, and therefore, did not receive a stock award. |

  136. Nonqualified Deferred Compensation For 2024

    | (3) No option awards were made to our non-employee directors during 2024, and no non-employee director held any unexercised options as of December 31, 2024. |

  137. Nonqualified Deferred Compensation For 2024

    Compensation Arrangements for Non-employee Directors The Compensation Committee of our Board of Directors reviews director compensation at least annually and recommends to our Board of Directors for approval any changes that the Compensation Committee deems appropriate. Beginning in 2018, we based our director compensation on a single retainer figure and discontinued the use of meeting fees from prior years. The retainer fee was higher for each director who served as Chairman of the Board, Chairperson of our Audit Committee, Compensation Committee or Governance and Nominating Committee, or Executive Session Facilitator, as reflected in the chart below. One-half (50%) of the retainer value was paid in shares of Mercantile common stock as of the annual meeting date, with the share count calculated based on the closing stock price on the day of issuance. One-half (50%) of the retainer value was paid in cash, with payments divided into equal installments payable at the end of each calendar quarter. Directors who fail to meet an attendance threshold of 85% of scheduled board and committee meetings would not receive their fourth quarter cash payment. The annual retainer fee values through December 31, 2024, and as of January 1, 2025, are as follows:

  138. Nonqualified Deferred Compensation For 2024

    | | Retainer Value | | | | Role | As of January 1, 2024 | As of June 1, 2024 | As of January 1, 2025 | | Chairman of the Board | $90,300 | $110,300 | $110,300 | | Chair of the Audit Committee | $71,800 | $86,800 | $86,800 | | Chair of the Compensation Committee | $68,600 | $83,600 | $83,600 | | Chair of the Governance and Nominating Committee | $65,300 | $82,100 | $82,100 | | Executive Session Facilitator | $2,100 | $2,100 | $2,100 | | Non-Chair Directors | $60,300 | $75,300 | $75,300 |

  139. Nonqualified Deferred Compensation For 2024

    Under the Bank’s Deferred Compensation Plan, Mercantile directors who are also directors of the Bank may elect to defer the cash portion of their annual retainer until they are no longer serving on the Board or until specific dates that they select. Directors are eligible to receive stock-based awards under the Stock Incentive Plan of 2023. Deferred Compensation Plan Directors are eligible to participate in the Bank’s Deferred Compensation Plan. Directors who participate in the Deferred Compensation Plan may elect to defer up to 100% of their annual cash retainer. Under the plan, the amount of any director’s fees that are deferred is credited with interest at a rate equal to the prime rate as published in the Wall Street Journal, credited on a monthly basis. The Deferred Compensation Plan provides that the Bank will pay to each director, from the director’s deferred compensation account, a lump sum payment, or installment payments, whichever is elected, after the director’s term of office as a director ends. If installment payments are elected, the maximum payment period is ten years. In the event that a director dies before their term of office ends, the Bank will distribute the payments to the director’s designated beneficiary in a lump sum, or installments, if installments were elected. If death occurs during the time that payments are being made, the Bank will distribute the remaining payments to the director’s designated beneficiary at the same time and in the same amounts that would have been distributed if the director had not died. The Deferred Compensation Plan is subject to Section 409A of the Internal Revenue Code, which specifies requirements that non-qualified deferred compensation plans must meet in order to avoid adverse tax consequences for participants. Directors are eligible to participate in Deferred Compensation Plan #2 effective January 1, 2025, as described above.

  140. Nonqualified Deferred Compensation For 2024

    | CEO Pay Ratio |

  141. Nonqualified Deferred Compensation For 2024

    As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annualized total compensation of Raymond E. Reitsma, who was appointed as our Chief Executive Officer (“CEO”) effective June 1, 2024. For 2024, our last completed fiscal year:

  142. Nonqualified Deferred Compensation For 2024

    | ● | The annual total compensation of the employee identified at the median of our Company (other than our CEO) was $62,428.47, determined as of December 31, 2024; and |

  143. Nonqualified Deferred Compensation For 2024

    | ● | The annualized compensation of Raymond E. Reitsma, taking into account his base salary effective December 31, 2024 of $665,000 annualized for 12 months and including all other elements of compensation in the Summary Compensation Table, is $1,219,290. |

  144. Nonqualified Deferred Compensation For 2024

    Based on this information, for 2024, the ratio of the annual total compensation of our CEO as described above, to the annual total compensation of our median employee was estimated to be 19.53 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We used the median employee identified in 2023 for purposes of calculating the CEO pay ratio. There have been no changes in our employee population or employee compensation arrangements in 2024 that we believe would significantly impact the CEO pay ratio.

  145. Nonqualified Deferred Compensation For 2024

    | Pay Versus Performance |

  146. Nonqualified Deferred Compensation For 2024

    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 2024 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. Pay Versus Performance Table

  147. Nonqualified Deferred Compensation For 2024

    | | | | | | | | 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 | | 2024 | 598,620 | 1,181,790 | 661,266 | 1,268,502 | 565,280 | 622,831 | 148.38 | 132.60 | 79,593,000 | 14.35% | | 2023 | 1,477,989 | - | 1,789,395 | - | 694,860 | 812,860 | 173.48 | 131.57 | 82,217,000 | 17.24% | | 2022 | 1,430,026 | - | 1,679,446 | - | 558,287 | 605,716 | 116.19 | 109.23 | 61,063,000 | 14.07% | | 2021 | 1,208,919 | - | 2,033,701 | - | 608,292 | 1,021,656 | 117.18 | 138.97 | 59,021,000 | 13.11% | | 2020 | 1,087,367 | - | 645,575 | - | 609,392 | 490,267 | 87.59 | 100.46 | 44,138,000 | 10.32% |

  148. Nonqualified Deferred Compensation For 2024

    | (1) 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”). The non-PEO NEOs for 2024 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. |

  149. Nonqualified Deferred Compensation For 2024

    | (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. |

  150. Nonqualified Deferred Compensation For 2024

    | (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, 2024. The comparison assumes $100 was invested for the period starting December 31, 2020, 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. |

  151. Nonqualified Deferred Compensation For 2024

    | 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 ($) | | 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 | | 2020 | 287,975 | - | (402,776) | - | - | - | (64,020) | - | 22,460 | - | (156,361) |

  152. Nonqualified Deferred Compensation For 2024

    | 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”). |

  153. Nonqualified Deferred Compensation For 2024

    | 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 ($) | | 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 | | 2020 | 140,578 | (93,241) | - | (39,285) | - | 12,160 | 20,212 |

  154. Nonqualified Deferred Compensation For 2024

    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. 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 2024 to Company performance. The measures in this table are not ranked.

  155. Nonqualified Deferred Compensation For 2024

    | Earnings per share | | Level of non-performing assets | | Net interest margin | | Net revenue | | Efficiency ratio | | Return on assets | | Return on equity |

  156. Nonqualified Deferred Compensation For 2024

    | PROPOSAL #2 – NEW EMPLOYEE STOCK PURCHASE PLAN WITH DISCOUNT |

  157. Nonqualified Deferred Compensation For 2024

    Our Board of Directors is asking our shareholders to approve a new Employee Stock Purchase Plan (“ESPP”) with a five percent (5%) discount. The Board has determined it is in the best interests of the Company and its shareholders to have an employee stock purchase plan, and on March 20, 2025, adopted an ESPP offering a five percent (5%) discount on the market price of the Company’s stock, subject to the approval from our shareholders. If approved by our shareholders, the ESPP would become effective as of the date the Board approved the ESPP and will expire when all shares of common stock reserved under the ESPP have been purchased, or at any time in accordance with the ESPP. The purpose of the ESPP, if approved, is to attract and retain the best available personnel, encourage employees of the Company and its subsidiaries to promote the best interests of the Company, and to align the interests of the employees with the Company. Previously, in 2014, the Company adopted an employee stock purchase plan that did not include a discount. This ESPP allows our employees to buy shares of our common stock at a discount through payroll deductions. In the highly competitive banking industry in which we compete for talent, we believe that offering an employee stock purchase program with a discount is important to our ability to remain competitive. If the proposed ESPP is not approved by our shareholders, we may be restricted in our ability to offer competitive compensation to existing employees and qualified candidates, and our business and ability to increase long-term shareholder value could be adversely affected.