Michael Price
About Michael Price
Michael H. Price, age 68, is the independent Chairman of Mercantile Bank Corporation (MBWM) and of Mercantile Bank; he has served on the Board since 1997 and co-founded the Bank in 1997 . He retired as President and CEO of Mercantile and CEO of the Bank effective January 1, 2017, after over 45 years in commercial banking leadership roles . The Board has determined he is independent under NASDAQ/SEC rules; however, consistent with policies of certain institutional shareholders regarding former CEOs, he is not placed on Board committees . As non-executive Chair, he sets Board agendas, presides over meetings of the Board and shareholders, and acts as liaison with the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercantile Bank Corporation | President & COO | 1997–1998 | Founding leadership establishing operational framework |
| Mercantile Bank Corporation and Mercantile Bank | President & CEO (Mercantile); CEO (Bank) | 1999–June 2007 | Led growth and industry positioning |
| Mercantile Bank Corporation | Chairman of the Board | 2007–Firstbank merger; resumed May 2015–present | Oversight of strategy; post-merger governance continuity |
| Mercantile Bank Corporation and Bank | Retired as President & CEO (Mercantile) and CEO (Bank) | Jan 1, 2017 | Transition to non-executive Chair |
| Federal Home Loan Bank of Indianapolis | Director | 2005–2007 | Regional banking system governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metro Health Corporation | Board leadership positions | Not disclosed | Health system governance |
| Aquinas College | Board leadership positions | Not disclosed | Higher education oversight |
| Habitat for Humanity of Kent County | Board leadership positions | Not disclosed | Community development |
| Project Rehab | Board leadership positions | Not disclosed | Social services governance |
| Network180 | Board leadership positions | Not disclosed | Behavioral health system oversight |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Mr. Price is independent but not placed on any committees due to certain institutional shareholder policies regarding former CEOs .
- Leadership structure: Roles of Chair and CEO are separated; Mr. Price serves as non-executive Chair, setting Board agendas and presiding over Board/shareholder meetings .
- Executive sessions: Independent directors hold executive sessions at least twice annually; Executive Session Facilitator is Michael S. Davenport .
- Attendance: In 2024, each director attended at least 78% of Board and committee meetings .
| Governance Attribute | Status/Details |
|---|---|
| Committee Memberships | None (by Board choice aligned to investor policies for former CEOs) |
| Chair Roles | Non-executive Chairman of MBWM and the Bank |
| Independence | Independent under NASDAQ/SEC; excluded from committees |
| 2024 Attendance | ≥78% of meetings (all directors) |
| Executive Session Facilitator | Michael S. Davenport (independent) |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Cash retainer | 50,983 |
| Stock award (retainer paid in stock) | 55,143 |
| Options | — (none granted) |
| Total | 106,126 |
Policy highlights: Director compensation is paid as a single annual retainer (no meeting fees), split 50% cash and 50% stock; Q4 cash is forfeited if attendance falls below 85% . Directors may defer the cash retainer under the Bank’s Deferred Compensation Plan; deferred amounts accrue monthly interest at prime; directors became eligible for Deferred Compensation Plan #2 effective January 1, 2025 .
| Role | Retainer Value as of Jan 1, 2024 ($) | Retainer Value as of Jun 1, 2024 ($) | Retainer Value as of Jan 1, 2025 ($) |
|---|---|---|---|
| Chairman of the Board | 90,300 | 110,300 | 110,300 |
| Non-Chair Director | 60,300 | 75,300 | 75,300 |
Performance Compensation
| Component (2024) | Amount ($) | Performance Metrics |
|---|---|---|
| Non-equity incentive compensation | — | Not applicable to directors (no bonus plan) |
| Performance stock/PSUs | — (director stock awards are retainer equity, not performance-based) | Not disclosed/applicable |
Other Directorships & Interlocks
| Company/Organization | Type | Current/Prior | Role/Notes |
|---|---|---|---|
| Federal Home Loan Bank of Indianapolis | Public (government-sponsored) | Prior (2005–2007) | Director |
| Metro Health Corporation | Non-profit/health system | Prior/ongoing not disclosed | Board leadership positions |
| Aquinas College | Academic | Prior/ongoing not disclosed | Board leadership positions |
| Habitat for Humanity of Kent County | Non-profit | Prior/ongoing not disclosed | Board leadership positions |
| Project Rehab | Non-profit | Prior/ongoing not disclosed | Board leadership positions |
| Network180 | Public/behavioral health | Prior/ongoing not disclosed | Board leadership positions |
No current public company directorships besides MBWM are disclosed; no compensation committee interlocks or Item 404 relationships were reported for Compensation Committee members in 2024 .
Expertise & Qualifications
- 45+ years of commercial banking experience; founding President of Mercantile Bank in 1997; multiple CEO/COO tenures at MBWM and the Bank, indicating deep operational and strategic banking expertise .
- Prior governance roles at FHLB Indianapolis and multiple regional institutions/non-profits broaden finance, regulatory, and community oversight experience .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 49,348 | Less than 1% of class |
| Jointly owned with spouse | 10,500 | — |
| Bank’s 401(k) plan | 19,909 | — |
| IRA | 14,255 | — |
| Percent of outstanding | ~0.30% (49,348 / 16,231,033) | Calculated from reported shares outstanding |
Anti-hedging/anti-pledging: Company policy prohibits hedging and short sales; pledging by directors requires prior Governance & Nominating Committee approval; no pledges are disclosed in the proxy .
Governance Assessment
-
Strengths
- Separation of Chair and CEO with an experienced, independent Chair enhances oversight and information flow; Chair responsibilities include agenda setting and presiding over meetings .
- Equity component (50% of retainer) and direct share ownership support alignment; beneficial ownership includes shares in retirement accounts and joint holdings .
- Anti-hedging/anti-pledging and clawback policies, executive sessions, and regular risk oversight are in place, supporting governance quality .
- High shareholder support for Say-on-Pay (96.1% approval in 2024) indicates investor confidence in compensation governance overall .
-
Watch items / potential investor signals
- As a former CEO, Mr. Price is not placed on committees in deference to policies of certain institutional shareholders; while he chairs the Board, lack of committee roles may limit direct influence over audit/compensation/nominating agenda setting at committee level .
- Ordinary-course lending to directors and related parties may occur at market terms in the Bank’s normal course; continued Audit Committee oversight of related party transactions remains important .
- Attendance policy enforces thresholds; 2024 attendance was at least 78% for all directors—investors may seek continued improvement above typical best-practice levels .
Overall, Mr. Price’s long-tenured banking leadership, independent Chair role, and ownership align with investor confidence, while committee exclusions reflect external policy considerations rather than independence concerns .