Joseph Jones
About Joseph D. Jones
Independent director of Mercantile Bank Corporation (MBWM) since January 2025; previously served on the Bank’s board since 2018. Age 54. Founder/owner of Hekima Group (culture/communications, crisis management, executive coaching, CSR) and senior pastor at Brown Hutcherson Ministries since June 2021. Background stresses strategic communications, operations, and cross-cultural leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hekima Group (consultancy) | Founder & Owner | Not disclosed (current) | Focus on DEI/belonging, strategic & multicultural communications, crisis management, executive coaching, CSR/social impact |
| Brown Hutcherson Ministries | Senior Pastor | Jun 2021 – present | Faith leadership; community engagement |
| Urban League of West Michigan | President & CEO | ~2011–2020 | Led economic empowerment agenda in underserved communities |
| City of Grand Rapids (Second Ward) | City Commissioner | 2016–2022 | Elected official; civic governance |
External Roles
| Organization | Role | Public/Private/Nonprofit | Notes |
|---|---|---|---|
| Mercantile Bank of Michigan (Bank) | Director | Private bank subsidiary | Bank board since 2018 |
| Axios Incorporated | Board/Advisor | Private | Listed among current boards |
| Spectrum Health – Grand Rapids Community Board | Board | Nonprofit/health system | Community health governance |
| Economic Club of Grand Rapids | Board/Member | Nonprofit | Regional business leadership network |
| Experience Grand Rapids | Board | Nonprofit | Regional tourism organization |
| Oakland University | Trustee/Chair | Public university | Education: BA (Oakland), Master’s (GRTS); exec programs (Tuck, Stanford GSB, NYU Stern) |
No other U.S. public company directorships are disclosed in MBWM’s proxy.
Board Governance
- Independence: Board determined all directors except the CEO are independent; Jones is independent. 90% of directors are independent.
- Committee assignments (as of Mar 17, 2025):
- Compensation Committee: Member (meets oversight of exec/director pay; retains independent advisers).
- Attendance: In 2024, each director attended at least 78% of Board and committee meetings; Board met 8x. Committees met: Audit 4x, Compensation 7x, Governance & Nominating 4x.
- Board structure: Chair and CEO roles separated; Executive Session Facilitator is independent (Michael S. Davenport).
- Policies: Anti-hedging/anti-pledging, Code of Ethics, Clawback, Insider Trading, Human Rights, Environmental, Supplier Diversity, Anti-bribery.
Fixed Compensation (Non‑Employee Directors)
| Role | Retainer Value Jan 1, 2025 | Payment Form | Notes |
|---|---|---|---|
| Chairman of the Board | $110,300 | 50% stock (at annual meeting date), 50% cash (quarterly) | Attendance <85% forfeits Q4 cash |
| Chair – Audit | $86,800 | 50% stock / 50% cash | |
| Chair – Compensation | $83,600 | 50% stock / 50% cash | |
| Chair – Governance & Nominating | $82,100 | 50% stock / 50% cash | |
| Executive Session Facilitator | $2,100 | Cash | Additional to base role |
| Non‑Chair Director | $75,300 | 50% stock / 50% cash | Applicable to committee members who are not chairs |
Notes:
- One-half of the annual retainer is paid in stock as of the annual meeting date; one-half in cash, quarterly.
- No separate meeting fees; retainer varies by role. Directors below 85% attendance forfeit Q4 cash payment.
Jones joined the Company board in 2025 and is a member (not chair) of the Compensation Committee; thus the non‑chair retainer level applies.
Performance Compensation (Directors)
| Performance‑linked Elements | Metrics/Targets | Status |
|---|---|---|
| None disclosed for non‑employee directors | N/A | MBWM does not disclose any performance‑based metrics for director compensation; equity represents retainer paid in stock; no options to directors in 2024. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in MBWM proxy for Jones |
| Private/civic boards | See External Roles above (Axios, Spectrum Health community board, Economic Club, Experience GR) |
| Compensation Committee interlocks | None; proxy states no member had relationships requiring Item 404 disclosure, and no interlocks/insider participation. |
Expertise & Qualifications
- Strategic communications, multicultural engagement, crisis management, executive coaching, corporate social responsibility/social impact (Hekima Group).
- Community leadership and faith leadership (senior pastor since 2021).
- Civic governance experience (former Grand Rapids City Commissioner).
- Education: BA (Oakland University), Master’s in Ministry Leadership (Grand Rapids Theological Seminary); executive leadership programs (Tuck, Stanford GSB, NYU Stern).
Equity Ownership
| Data Point | Amount | Date/Source |
|---|---|---|
| Beneficial ownership (common stock) | 4,942 shares (<1% of outstanding) | As of Mar 17, 2025; proxy beneficial ownership table |
| Shares outstanding (context) | 16,235,384 | Record date Mar 28, 2025 (proxy) |
| Anti‑hedging/pledging policy | Hedging prohibited; pledging by directors requires prior Governance & Nominating Committee approval | Insider Trading Policy (proxy) |
Recent Insider Transactions (Form 3/4)
| Filing Date | Transaction Date | Form | Type | Shares Transacted | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|---|
| 2025‑01‑06 | 2025‑01‑01 | 3 | Initial Statement | — | 4,822 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925000837/0001415889-25-000837-index.htm |
| 2025‑01‑06 | 2025‑01‑02 | 4 | A (Award) | +120 | 4,942 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925000853/0001415889-25-000853-index.htm |
| 2025‑05‑27 | 2025‑05‑22 | 4 | A (Award) | +849 | 5,791 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925014607/0001415889-25-014607-index.htm |
Source: Insider-trades skill fetch for MBWM “Joseph Jones” 2024–2025. Holdings reflect direct ownership reported. These data are more current than proxy tables.
Compensation Committee Analysis (context for Jones’s committee role)
- Independent consultant: AON engaged in 2024 for executive pay market analysis; committee concluded no conflicts of interest.
- Peer group used for 2024/2025 compensation decisions: Byline Bancorp; Community Trust Bancorp; Farmers National Banc; First Financial Corp; First Mid Bancshares; German American Bancorp; Horizon Bancorp; Independent Bank Corp (MI); Lakeland Financial; Midland States Bancorp; Nicolet Bancshares; Old Second Bancorp; Peoples Bancorp; Stock Yards Bancorp; 1st Source.
- Bonus plan metrics for executives emphasize EPS, ROA, NIM, efficiency ratio, credit quality, L/D ratio; 2024 pool funded at ~115% of target. Clawback policy in place.
Related-Party Exposure & Policies
- Related‑party transaction policy: Audit Committee must pre‑approve; seeks arm’s‑length terms; excludes ordinary‑course loans generally approved at Bank level under banking laws.
- Proxy notes the Bank has and expects to have insider loans on market terms; no adverse features. No Item 404 relationships reported for Compensation Committee members (which includes Jones).
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~96.1% “FOR.” Committee viewed result as favorable and maintained approach.
Governance Assessment
- Strengths:
- Independent director; assigned to Compensation Committee; Board is 90% independent.
- Clear director pay structure with 50% equity, aligning directors with shareholders; attendance safeguard (forfeiture if <85%).
- Robust governance policies (anti‑hedging/pledging, clawback, ethics).
- Strong shareholder support on executive comp (96.1% “FOR”).
- Watch items:
- Multiple external leadership roles (consultancy, pastor, civic boards) merit continued monitoring for potential related‑party interactions; however, policy/processes are in place and no Item 404 relationships disclosed for committee members.
- New to Company board in 2025; ongoing assessment of attendance and engagement recommended (board‑wide ≥78% in 2024; per‑director detail not disclosed).
All information above is drawn from MBWM’s 2025 DEF 14A unless otherwise cited. External biographical and board‑service details are sourced from Oakland University and Crain’s Grand Rapids for completeness where not provided in the proxy.