Brett Hoover
About Brett Hoover
Executive Vice President and Chief Human Resource Officer at Mercantile Bank Corporation (MBWM) and Mercantile Bank since January 1, 2024; age 54, with company tenure since 2006. He holds a master’s degree in management from Aquinas College and professional certifications SHRM-SCP and Group Benefit Associate (GBA) . Revenue increased over FY 2022–FY 2024 (see table) and MBWM’s executive long-term incentives now include performance metrics such as Total Shareholder Return (TSR), Return on Average Equity (ROE), and Diluted EPS Change for the 2025–2027 PSU cycle, each weighted 33.33% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercantile Bank Corporation / Mercantile Bank | EVP, Chief Human Resource Officer | 2024–present | Oversees human capital strategy and executive compensation processes . |
| Mercantile Bank (Bank subsidiary) | SVP, Human Resource Director | Mar 2022–Dec 2023 | Led HR for the Bank; promotion signaled increased scope and succession planning . |
| MBWM / Bank | SVP, Human Resources Director (Company level) | Effective Jan 1, 2023 (promotion approved Nov 17, 2022) | Amended employment agreement; codified severance and non-compete terms . |
| Mercantile Bank | Human Resource Associate Director | 2020–2022 | Mid-senior HR leadership; operational execution in benefits/comp plans . |
| Mercantile Bank | VP, Human Resource Administrator | 2006–2020 | Built foundational HR processes, benefits admin, compliance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IKUS Life Enrichment Services | President of the Board | Ongoing (as of 2025) | Community leadership; signals stakeholder engagement . |
| Michigan Bankers Workers Compensation Fund | Director | Ongoing (as of 2025) | Industry risk/benefits oversight, relevant to HR domain . |
| Grand Rapids Opportunities for Women (GROW) | Board Member (prior) | Prior to 2025 | Community development; network expansion . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Bonus as % of Salary | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 275,000 | 30.0% (max 45.0%) | 94,875 | 34.5% | 45,678 |
| 2025 | 294,250 (effective Mar 1, 2025; pro-rated) | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Notes:
- 2025 base salaries adjusted on a new March 1 cycle; Hoover’s 2025 base set at $294,250 .
- 2024 total compensation: $415,553, comprised of salary, non-equity incentive, and other comp; no stock awards were granted in 2024 due to process change .
Performance Compensation
| Metric | Weight at Target | Target | Maximum | Final Result | Payout Credit |
|---|---|---|---|---|---|
| Earnings Per Share | 25.0% | $4.86 | $5.59 | $5.29 | 30.5% |
| Return on Assets | 12.5% | 1.43% | 1.64% | 1.51% | 14.3% |
| Net Interest Margin | 12.5% | 3.68% | 4.23% | 3.58% | 0.0% |
| Efficiency Ratio | 12.5% | 52.5% | 47.5% | 51.00% | 14.4% |
| Non-Performing Assets | 12.5% | <0.50% | <0.10% | 0.09% | 18.7% |
| Loans-to-Deposits | 25.0% | 108% | 102% | 98% | 37.5% |
| Aggregate | 100% | — | — | — | 115.4% of target |
- Individual award was a uniform percentage of 2024 salary; Hoover’s payout equaled 34.5% of salary ($94,875) under the 2024 Executive Officer Bonus Plan .
- 2025–2027 PSUs: performance measured vs. a designated index on TSR, ROE, and Diluted EPS Change, each weighted 33.33% (linear interpolation; 0–150% of target earnout) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 17,463 shares; <1% of class . |
| Components | Includes 8,247 restricted shares; 1,011 shares in the Bank’s 401(k) . |
| Unvested time-based RSU | 3,200 shares; market value $142,368 at $44.49/sh as of 12/31/2024; vest 12/15/2025 . |
| Unearned performance-based RSU | 2,734 shares; payout value $121,636 at $44.49/sh; vest contingent on 2024–2026 performance, vest date 2/15/2027 . |
| 2024 vesting activity | 1,000 shares time-based vested on 12/16/2024; value realized $49,250 . |
| Options | Company does not currently grant stock options; none outstanding for Hoover . |
| Ownership guidelines | CEO: 5x base salary; other NEOs: 2x base salary; 5-year compliance window from Jan 1, 2025 or when becoming subject; unvested restricted shares count . |
| Hedging/pledging | Hedging, short sales, and margin accounts prohibited; pledging requires prior Governance & Nominating Committee approval (anti-pledging policy) . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Agreement term | Employment Period runs through Dec 31, 2027; auto-extends each Dec 31 absent notice (rolling 3-year term) . |
| Non-compete | 18 months post-termination; banking within 50-mile radius of any city with a branch/office during preceding 18 months (agreements effective Dec 31, 2024) . |
| Severance (pre-2025 terms) | During Employment Period: greater of base through end of period or $250,000, paid over 18 months; 18 months benefits; $15,000 outplacement; death benefit $100,000; disability pay through Employment Period . |
| Post-employment severance (pre-2025 terms) | $250,000 over 18 months plus 18 months benefits; removed in amendments effective Jan 1, 2025 . |
| Amended terms (effective Jan 1, 2025) | Severance: 300% of base compensation paid over 36 months; benefits continued for 36 months; death benefit = 40% of base salary . |
| Change-of-control (CIC) | Double-trigger: if terminated without Cause or resigns for Good Reason within 24 months after CIC, additional lump sum of 100% of base salary for Hoover, atop severance; 280G cutback to avoid excise tax . |
| CIC equity vesting | If awards not assumed/substituted, RS awards vest 100% at CIC; if assumed, vest 100% on certain terminations within 1 year; values shown at $44.49/sh as of 12/31/2024 . |
| Clawback | Company clawback policy for incentive compensation upon restatement due to material noncompliance; Compensation Committee-administered . |
| Deferred comp | Deferred Compensation Plan #2 (effective Jan 1, 2025) allows EVP participation; up to 80% base salary and 100% bonus deferral; trust-funded, irrevocable; distributions per elections; no employer contribution; change-in-control is not a distributable event . |
Compensation Peer Group (Benchmarking Reference)
| Peer Group (2024/2025) |
|---|
| Byline Bancorp; Community Trust Bancorp; Farmers National Banc; First Financial Corp; First Mid Bancshares; German American Bancorp; Horizon Bancorp; Independent Bank Corporation; Lakeland Financial; Midland States Bancorp; Nicolet Bancshares; Old Second Bancorp; Peoples Bancorp; Stock Yards Bancorp; 1st Source Corporation . |
- Committee uses median as a reference point, not a fixed percentile target; actual pay reflects role, experience, and performance .
Pay-for-Performance and Governance Signals
- 2024 Say-on-Pay approval: 96.1% (favorable), committee maintained consistent policies thereafter .
- 2025 grants align timing with company-wide comp cycle; NEO awards now 35% time-based and 65% performance-based vesting, adding retention while preserving performance linkage .
- Anti-hedging/anti-pledging policy reduces misalignment risk; pledges require prior governance approval .
Company Performance Snapshot (for alignment context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 32,077,000* | 32,143,000* | 40,389,000 |
| EBITDA ($USD) | — | — | — |
Values retrieved from S&P Global.*
Note: EBITDA not available via SPGI for MBWM. Periods are fiscal years.
Investment Implications
- Alignment: Hoover’s mix (time-based and performance-based RSUs) plus ownership guidelines and anti-hedging/pledging policies suggest moderate-to-strong alignment with shareholder outcomes; PSU metrics include TSR, ROE, EPS change, directly tying pay to performance .
- Retention risk: The amended 2025 employment terms materially increase severance protection (300% base over 36 months) and provide CIC lump sum (100% base), reducing flight risk during strategic transitions but increasing potential cash obligations for MBWM in adverse scenarios .
- Selling pressure: Upcoming vest dates (Dec 15, 2025 for 3,200 time-based shares; Feb 15, 2027 for 2,734 performance-based shares) may create incremental supply; value markers at $44.49/sh imply $142k and $122k, respectively, at 12/31/2024 pricing .
- Pay-for-performance: 2024 bonus payout at 115.4% of target reflects outperformance on EPS, ROA, efficiency, NPA, and loans-to-deposits, with NIM under target; signals disciplined credit and profitability focus benefiting incentive outcomes .
- Governance: Strong say-on-pay support and a formal clawback policy mitigate compensation-related red flags; CIC equity acceleration provisions are standard, with 280G cutback to avoid excise tax exposure .