Nelson Sanchez
About Nelson F. Sanchez
Nelson F. Sanchez, age 60, has served as an independent director of Mercantile Bank Corporation (MBWM) since 2024 and has been on the Bank’s board since 2022. He is CEO of RoMan Manufacturing, Inc.; previously CFO (2013), COO (2016), and President (Jan 2023) before being appointed CEO (June 2023). A Certified Public Accountant, he has broad finance, operations, marketing, and general management experience and is fluent in Spanish . He is nominated for re-election at the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RoMan Manufacturing, Inc. | CFO; COO; President; CEO | CFO (2013); COO (2016); President (Jan 2023); CEO (Jun 2023–present) | Finance and operating leadership across growth and transition phases |
| Deloitte | Executive roles in finance/management | Not disclosed | Professional services background |
| Windquest Companies | Executive roles in finance/marketing/management | Not disclosed | Diversified private company experience |
| Ridgeview Industries | Executive roles | Not disclosed | Manufacturing exposure |
| Kaydon Corporation | Executive roles | Not disclosed | Public/industrial exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grand Rapids Chamber of Commerce Foundation Board | Board Chair | Not disclosed | Community leadership |
| Christian Living Services/Holland Home | Board Chair | Not disclosed | Non-profit governance |
| Other public company boards | None disclosed in proxy | — | No additional public directorships identified in director bio |
Board Governance
- Committee assignments (2025): Audit Committee – Member; Compensation Committee – Member; Governance & Nominating Committee – Member .
- Audit “financial expert”: The Board determined Sanchez qualifies as an Audit Committee Financial Expert under SEC rules .
- Independence: The Board determined all directors except the CEO are independent; Sanchez is independent .
- Attendance and meetings: Board met 8 times in 2024; each director attended at least 78% of Board and Committee meetings. Audit (4), Compensation (7), Governance & Nominating (4) meetings held in 2024 .
- Executive sessions: Independent directors hold executive sessions at least twice per year, led by the Executive Session Facilitator (Michael S. Davenport) .
- Nomination status: Nominated for a one-year term at the 2025 annual meeting .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash retainer (fees earned) | $32,792 | Paid quarterly; no meeting fees |
| Stock award (50% of annual retainer) | $37,621 | Granted June 1, 2024 for non-employee directors then serving |
| Total 2024 director compensation | $70,413 | — |
- Structure: Director pay is a single retainer; 50% cash, 50% stock; no meeting fees. Q4 cash is withheld if attendance is below 85% of scheduled Board/Committee meetings .
- Retainer schedule (reflects 2024 mid-year increase and 2025 level):
| Role | As of Jan 1, 2024 | As of Jun 1, 2024 | As of Jan 1, 2025 |
|---|---|---|---|
| Chairman of the Board | $90,300 | $110,300 | $110,300 |
| Audit Chair | $71,800 | $86,800 | $86,800 |
| Compensation Chair | $68,600 | $83,600 | $83,600 |
| Governance & Nominating Chair | $65,300 | $82,100 | $82,100 |
| Executive Session Facilitator | $2,100 | $2,100 | $2,100 |
| Non-Chair Directors | $60,300 | $75,300 | $75,300 |
- Deferred compensation: Directors may defer up to 100% of the cash retainer; balances earn interest at WSJ Prime; a new Deferred Compensation Plan #2 became effective Jan 1, 2025 for directors .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Meeting fees | None | Compensation is retainer-based |
| Options | None awarded in 2024; no outstanding options for non-employee directors at YE 2024 | — |
| Performance-based equity | Not used for directors; equity is fixed-value stock awards (50% of retainer) | — |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| RoMan Manufacturing, Inc. | Private company | CEO | Bank’s related-person loan policy covers ordinary-course lending to companies of directors on market terms; no specific transaction disclosed for Sanchez |
| Grand Rapids Chamber of Commerce Foundation | Non-profit | Board Chair | Community role |
| Christian Living Services/Holland Home | Non-profit | Board Chair | Community role |
Expertise & Qualifications
- CPA with deep finance, operations, marketing, and general management experience across private, public, and family-owned organizations; fluent in Spanish .
- Designated Audit Committee Financial Expert by the Board .
- Community leadership as Board Chair for two regional organizations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Detail |
|---|---|---|---|
| Nelson F. Sanchez | 4,718 | <1% | Includes 2,502 shares held in an IRA |
- Anti-hedging and anti-pledging: Directors are prohibited from hedging/shorting; pledging requires pre-approval by the Governance & Nominating Committee per Insider Trading Policy .
Governance Assessment
-
Positives
- Independent director; serves on all three key committees and is an Audit Committee Financial Expert, enhancing oversight of financial reporting and pay practices .
- Director compensation is partly equity (50%), aligning interests; attendance gate (85%) for Q4 cash improves accountability .
- Board-wide practices include regular executive sessions, robust policy framework (clawback, anti-hedging/pledging), and high say-on-pay support in 2024 (96.1%), supporting investor confidence .
-
Watch items
- As CEO of a local manufacturing company, ordinary-course lending or services with entities affiliated with directors may occur; policy requires market terms and Audit Committee review—no specific related-party transactions for Sanchez are disclosed in the proxy .
- Beneficial ownership is modest in absolute terms (4,718 shares; <1% of outstanding), though directors typically hold smaller stakes than executives .
Overall, Sanchez brings finance and operating depth with audit expertise and broad committee engagement, with alignment reinforced through equity retainer and anti-hedging/pledging policies. No red-flag related-party transactions or attendance concerns are disclosed for 2024 .