Amy Sparks
About Amy L. Sparks
Amy L. Sparks (age 52) has served as an independent director of Mercantile Bank Corporation (MBWM) since October 2023 and has been on the Bank’s board since 2022 . She is Owner, President, and CEO of Nuvar, Inc., a Michigan-based contract manufacturer, and is a Certified Public Accountant (CPA) . Sparks also serves on the Grand Valley State University Seidman School of Business Dean’s Advisory Board and mentors with several non-profits .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvar, Inc. | Owner, President & CEO | Not disclosed | Led nearly 30 years of executive leadership in finance, org development, and market diversification |
| Grand Valley State University – Seidman School of Business | Dean’s Advisory Board Member | Not disclosed | External business/finance advisory contribution |
| Various non-profits | Mentor (volunteer) | Not disclosed | Community engagement and leadership mentoring |
Board Governance
- Independence: Board determined in March 2025 that all directors except the CEO (Reitsma) are independent under NASDAQ rules; Sparks is independent .
- Committee leadership and memberships:
- Audit Committee: Chair and designated “audit committee financial expert” by the Board .
- Compensation Committee: Member .
- Governance & Nominating Committee: Member .
- Board/committee activity and attendance:
- Board held 8 meetings in 2024; each director attended at least 78% of their Board and assigned committee meetings .
- Committee meetings held in 2024: Audit (4), Compensation (7), Governance & Nominating (4) .
- Executive sessions: Independent directors hold at least two executive sessions annually; the Executive Session Facilitator is an independent director (currently Michael S. Davenport) .
- Governance practices: Anti‑hedging and anti‑pledging policies, Code of Ethics, Corporate Governance Guidelines, and clawback policy in place .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Chair | 4 | Sparks designated an “audit committee financial expert” |
| Compensation | Member | 7 | Oversees director and executive compensation; authority to retain independent advisers |
| Governance & Nominating | Member | 4 | Oversees ESG matters and Board/committee evaluations |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 37,879 | 43,375 | — | 81,254 | One-half of retainer paid in stock as of annual meeting; no meeting fees |
Director retainer framework (for context):
- As of June 1, 2024 and 2025: Non‑Chair Director retainer $75,300; Audit Chair $86,800; Compensation Chair $83,600; Governance Chair $82,100; Chair of the Board $110,300; Executive Session Facilitator add $2,100 .
| Role | Retainer Value as of Jan 1, 2024 ($) | Retainer Value as of Jun 1, 2024 ($) | Retainer Value as of Jan 1, 2025 ($) |
|---|---|---|---|
| Non‑Chair Directors | 60,300 | 75,300 | 75,300 |
| Chair – Audit | 71,800 | 86,800 | 86,800 |
| Chair – Compensation | 68,600 | 83,600 | 83,600 |
| Chair – Governance | 65,300 | 82,100 | 82,100 |
| Chairman of the Board | 90,300 | 110,300 | 110,300 |
| Executive Session Facilitator | 2,100 | 2,100 | 2,100 |
Additional director compensation mechanics:
- No option awards; no meeting fees; attendance threshold: directors who fail to meet ≥85% attendance for scheduled meetings forfeit Q4 cash payment .
- Directors may defer cash retainers under the Bank’s Deferred Compensation Plan; credited at WSJ Prime; distributions post‑service per elections (max 10 years); Directors eligible for Deferred Compensation Plan #2 as of Jan 1, 2025 .
Performance Compensation (Director)
| Component | Details |
|---|---|
| Annual bonus / performance cash | Not provided for non‑employee directors (compensation is retainer-based) |
| Equity with performance vesting | Not disclosed for directors; stock awards are in payment of 50% of the annual retainer |
| Clawback policy applicability | Company maintains a clawback policy for incentive compensation (primarily executives) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Sparks in MBWM’s proxy . |
| Compensation committee interlocks | Company discloses no compensation committee interlocks requiring Item 404 disclosure; none for committee members . |
| Shared directorships with competitors/suppliers/customers | None disclosed . |
Expertise & Qualifications
- CPA; designated Audit Committee Financial Expert by the Board .
- Owner/CEO of Nuvar (manufacturing); deep operations/finance experience and market diversification expertise .
- Skills matrix emphasis at Board level includes Accounting/Finance, Regulatory & Governance, M&A, Enterprise Risk Management; Audit and Compensation Committees chaired by female directors (incl. Sparks) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Amy L. Sparks | 4,339 | <1% | As of March 17, 2025; individual footnotes do not indicate pledging; anti‑hedging/anti‑pledging policies apply |
Policy signals:
- Anti‑hedging and anti‑pledging policies apply to directors; any pledge requires prior approval by Governance & Nominating Committee; short sales and options also prohibited .
- Section 16(a) compliance: Company states all required insider ownership reports for 2024 were timely filed .
Say‑on‑Pay & Shareholder Feedback (Context for committees where Sparks serves)
| Meeting | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 Annual Meeting (May 22, 2025) | Say‑on‑Pay | 9,104,379 | 680,594 | 100,591 | 2,731,317 |
| 2025 Annual Meeting | Say‑on‑Pay Frequency | One Year: 8,703,736; Two Years: 105,479; Three Years: 1,027,934; Abstain: 48,416; Broker Non‑Votes: 2,731,317 | |||
| Prior year (2024) | Say‑on‑Pay | 96.1% of 9,710,733 votes cast approved (Company disclosure) |
Director elections (2025): Amy L. Sparks received 9,719,343 For; 166,222 Withheld; 0 Abstentions; 2,731,317 Broker Non‑Votes .
Related‑Party & Conflict Checks
- Related‑party transactions policy: Audit Committee must pre‑approve transactions requiring Item 404 disclosure and determine fairness; excludes ordinary-course lending covered by banking regulations .
- Ordinary‑course director/officer loans: The Bank has, and expects to have, loans with directors/executives or their companies on substantially the same terms as for comparable customers; such transactions did not involve more than normal risk or present other unfavorable features .
- Compensation Committee Interlocks: None requiring disclosure; no relationships requiring Item 404 disclosure for committee members .
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independent director; chairs Audit and is an SEC‑defined financial expert—strong oversight credentials .
- Serves on all three key committees (Audit Chair; Compensation; Governance & Nominating), indicating high engagement and influence on oversight, pay design, and ESG/governance processes .
- Board disclosed minimum attendance threshold and reported all directors ≥78% attendance (with additional policy to dock cash if <85%)—alignment with accountability .
- Director pay mix includes equity (half of retainer paid in stock)—alignment with shareholders; 2024 amounts: $37,879 cash; $43,375 stock .
- Robust policies (anti‑hedging/pledging; clawback; Code of Ethics) reduce misalignment and reputational risk .
- Strong shareholder support on say‑on‑pay (2024 and 2025) and director elections—external validation of governance and pay programs overseen by committees on which Sparks serves .
- Watch items / potential conflicts:
- As CEO of a private manufacturing firm (Nuvar), any banking relationships are subject to the related‑party/insider lending regime; Company reports such transactions, when applicable, are ordinary course and on market terms, with Audit Committee oversight—no specific Sparks‑related transactions disclosed .
- Beneficial ownership is <1% (4,339 shares); alignment relies on ongoing equity retainer and anti‑hedging/pledging policy rather than large personal stake .