Michelle Eldridge
About Michelle L. Eldridge
Michelle L. Eldridge (age 59) is an independent director of Mercantile Bank Corporation, serving since 2016, and has been a member of the Bank’s board since 2014. She is Principal and co‑founder of Clear Ridge Wealth Management (2014), a CFA charterholder and Certified Private Wealth Advisor, and a graduate of Western Michigan University. Prior to Clear Ridge, she was a Principal at LVM Capital Management for 16 years; she previously served as a director of Keystone Community Bank (2007–2014). Her investment management credentials and community leadership underpin board effectiveness in finance and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LVM Capital Management | Principal | ~16 years (pre‑2014) | Senior investment leadership |
| Keystone Community Bank | Director | 2007–2014 | Regional banking governance experience |
| Mercantile Bank (subsidiary) | Director | 2014–present | Bank-level oversight; complements MBWM board role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clear Ridge Wealth Management | Principal & Co‑Founder | 2014–present | Integrated wealth and institutional investment management |
| Western Michigan University Foundation | Investment Committee Member | Ongoing | Endowment oversight experience |
| Kalamazoo Valley Community College Foundation | Investment Committee Member | Ongoing | Institutional investment governance |
| Prince of Peace Lutheran Church | Finance Committee Member | Ongoing | Community finance oversight |
| Small Business Association of Michigan | Leadership Council | Ongoing | Business community engagement (disclosed in 2024 proxy) |
Board Governance
- Committee assignments (as of March 17, 2025): Audit Committee – Member; Compensation Committee – Chair; Governance & Nominating Committee – Member .
- Audit Committee financial expert: Board determined Eldridge qualifies as an “audit committee financial expert,” enhancing oversight of financial reporting and controls .
- Independence: Board determined all directors except the CEO are independent; Eldridge is independent under NASDAQ and SEC rules .
- Attendance: Board met 8 times in 2024; each director attended at least 78% of Board and applicable Committee meetings. In 2023, each director attended at least 92% .
- Meetings held (2024): Audit 4; Compensation 7; Governance & Nominating 4 .
Fixed Compensation
| Year | Fees Earned (Cash, $) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 38,675 | 41,768 | — | 80,443 |
| 2023 | 34,300 | 34,284 | — | 68,584 |
- Structure: Non‑employee directors receive a single annual retainer, paid 50% in common stock (issued around annual meeting) and 50% in cash in quarterly installments; Q4 cash can be withheld if attendance <85% (75% threshold in 2023) .
- Retainer schedule (selected roles): Non‑Chair Directors $75,300; Chair of Compensation Committee $83,600 (effective June 1, 2024, and maintained for 2025); no options granted/held by non‑employee directors in 2024 .
| Role | Retainer as of Jan 1, 2024 ($) | Retainer as of Jun 1, 2024 ($) | Retainer as of Jan 1, 2025 ($) |
|---|---|---|---|
| Non‑Chair Directors | 60,300 | 75,300 | 75,300 |
| Chair – Compensation Committee | 68,600 | 83,600 | 83,600 |
Performance Compensation
- Director pay is retainer‑based (cash/stock) without performance metrics. As Compensation Chair, Eldridge oversees executive incentive design. The most recent three‑year PSU cycle (2022–2024) used these metrics and payouts:
| Performance Metric | Target (2022–2024) | Actual (2022–2024) | Weighted Payout % |
|---|---|---|---|
| 3‑yr Return on Avg Assets | 1.45% | 1.52% | 37.5% |
| 3‑yr Return on Avg Equity | 14.25% | 16.36% | 37.5% |
| 3‑yr Diluted EPS Change | 10.00% | 10.00% | 75.0% |
| Total Payout | — | — | 150% |
- Compensation Committee oversight and risk: Committee reviews CRO reports semi‑annually; clawback policy applies to incentive compensation in event of restatements; anti‑risk design affirmed by the Committee .
Other Directorships & Interlocks
| Company | Role | Status | Interlocks/Conflicts |
|---|---|---|---|
| Mercantile Bank Corporation (MBWM) | Director | Current (since 2016) | None requiring Item 404 disclosure |
| Mercantile Bank (subsidiary) | Director | Current (since 2014) | Bank‑level governance |
| Keystone Community Bank | Director | Former (2007–2014) | No current interlock disclosed |
- Compensation Committee Interlocks: None; no relationships requiring Item 404 disclosure among Compensation Committee members .
Expertise & Qualifications
- Finance/investments expertise: CFA charterholder; CPWA credential; principal experience in RIA/wealth management; designated audit committee financial expert .
- Governance: Chair of Compensation; member of Audit and Governance & Nominating; ESG oversight through Governance Committee’s charter .
- Education: Western Michigan University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Michelle L. Eldridge | 17,613 | <1% | Includes 6,750 shares in an IRA |
- Insider trading policy: Hedging, short sales, options trading, and margin accounts prohibited; pledging by directors requires prior approval of Governance & Nominating Committee .
- Director stock ownership guidelines: Committee sets guidelines for Directors and Executive Officers (specific director multiples not disclosed) .
Insider Trades
| Date | Form | Transaction | Shares | Price | Source |
|---|---|---|---|---|---|
| 2025‑07‑17 | Form 4 | Acquisition (A) | 34 | $0.00 | |
| 2025‑05‑27 | Form 4 | Filed (details in SEC archive) | — | — |
- Aggregated data indicates 11,840 shares reported remaining as of July 21, 2025 (third‑party aggregation; reference only) .
Say‑on‑Pay & Shareholder Feedback
| Year/Meeting | Measure | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 Annual | Say‑on‑Pay | 9,104,379 | 680,594 | 100,591 | 2,731,317 |
| 2024 Annual | Say‑on‑Pay Approval | 96.1% of 9,710,733 votes cast in favor | — | — | — |
- 2025 director election support: Eldridge received 9,642,252 votes “For” and 243,312 “Withheld” .
Governance Assessment
- Strengths: Independent director with deep investment and finance credentials; designated audit committee financial expert; chairs the Compensation Committee and serves on Audit and Governance & Nominating; robust anti‑hedging/pledging policy and clawback framework; strong say‑on‑pay support (96.1% in 2024; solid support in 2025) underpin investor confidence .
- Alignment: Director pay mix is 50/50 stock/cash, with annual stock grants replacing meeting fees; beneficial ownership shows meaningful “skin‑in‑the‑game” though <1% as a percentage of class; deferred compensation plan available to directors (cash retainer deferral) .
- Attendance/engagement: Board and committee activity remains regular (2024: Audit 4, Comp 7, Governance 4); directors met at least the disclosed attendance floor (≥78% in 2024; ≥92% in 2023) .
- Conflicts and related‑party exposure: No Compensation Committee interlocks and no relationships requiring Item 404 disclosure; related‑party lending policy limits loans to ordinary‑course, market‑terms transactions .
- RED FLAGS: None disclosed. No option awards/repricings for directors; hedging prohibited and pledging tightly controlled; no Item 404 related‑party transactions involving Eldridge reported .