Richard MacDonald
About Richard D. MacDonald
Richard D. MacDonald (age 54) joined Mercantile Bank Corporation’s Board in January 2025 and has served on the Bank’s Board since 2023. He is Chief Operating Officer at The Hinman Company with 35 years at the firm and 21 years as COO, bringing deep commercial real estate expertise. He holds a BBA in Accountancy with a minor in Finance from Western Michigan University and is a licensed real estate broker; he is considered an independent director under NASDAQ rules. External civic and economic development roles include boards/committees at Southwest Michigan First, WMU Foundation Real Estate Committee, Battle Creek Unlimited Direct Investment Fund, and the City of Portage and Oshtemo Township DDAs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hinman Company | Chief Operating Officer | 21 years as COO; 35 years with company | Commercial real estate investment/development/management; brings real estate operating expertise to MBWM |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Michigan First | Director | Not disclosed | Regional economic development; network reach |
| Western Michigan University Foundation Real Estate Committee | Committee Member | Not disclosed | Real estate oversight; university foundation engagement |
| Battle Creek Unlimited Direct Investment Fund | Director | Not disclosed | Investment fund governance |
| City of Portage DDA | Board Member | Not disclosed | Municipal development authority; local market insight |
| Oshtemo Township DDA | Board Member | Not disclosed | Municipal development authority; local market insight |
| Realtor Associations (Grand Rapids, Greater Kalamazoo, SE Michigan) | Member | Not disclosed | Market connectivity; real estate industry networks |
| International Council of Shopping Centers | Member | Not disclosed | Retail real estate industry network |
Board Governance
- Committee assignments: Member, Governance & Nominating Committee (not Chair) .
- Independence: Board determined MacDonald and all directors, except the CEO, are independent under NASDAQ rules .
- Board meeting cadence and attendance standards: Board held 8 meetings in 2024; all directors attended at least 78% of Board/Committee meetings (note: MacDonald joined the Board in 2025) .
- Executive Session Facilitator: Michael S. Davenport serves as ESF (independent director) .
- Governance & Nominating Committee responsibilities: director selection, committee composition, ESG oversight, annual Board/committee/individual director evaluations, and monitoring compliance with Corporate Governance Guidelines; 4 meetings in 2024 .
Fixed Compensation
- Compensation structure: Single annual retainer; 50% paid in MBWM stock at the annual meeting date (share count based on closing price), 50% paid in cash in equal quarterly installments. Directors failing to meet 85% attendance do not receive the fourth quarter cash payment .
- No meeting fees; no option grants in 2024 and none outstanding for non-employee directors as of year-end 2024 .
| Role | Retainer Value (Jan 1, 2024) | Retainer Value (Jun 1, 2024) | Retainer Value (Jan 1, 2025) |
|---|---|---|---|
| Non-Chair Directors | $60,300 | $75,300 | $75,300 |
| Chairman of the Board | $90,300 | $110,300 | $110,300 |
| Audit Committee Chair | $71,800 | $86,800 | $86,800 |
| Compensation Committee 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 |
MacDonald is a Governance & Nominating Committee member (non-chair), so the Non-Chair Director retainer applies .
Performance Compensation
- None disclosed for directors (no performance-based bonuses or PSUs/RSUs tied to director service) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed for MacDonald . |
| Compensation Committee interlocks | None of Mercantile’s executive officers served on another company’s compensation committee with interlocks; no member of MBWM’s Compensation Committee had relationships requiring Item 404 disclosure in 2024 . |
Expertise & Qualifications
- Education: BBA in Accountancy; minor in Finance, Western Michigan University .
- Licensed real estate broker; memberships in multiple regional realtor associations and ICSC .
- 35 years in commercial real estate with 21 years as COO—brings operational, development, and investment discipline to MBWM’s board oversight .
- Board/civic involvement indicates regional economic development insight and stakeholder networks .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Richard D. MacDonald | 1,725 | <1% |
- Anti-hedging and anti-pledging policies apply to directors under MBWM’s Insider Trading Policy .
- Section 16 compliance: All required ownership change reports for 2024 were timely filed (company-wide statement) .
Governance Assessment
- Strengths:
- Independent status and placement on Governance & Nominating aligns with his background in oversight and organizational evaluation .
- Clear director pay mix (50% stock, 50% cash) and attendance clawback on Q4 cash encourage engagement and alignment .
- Anti-hedging/pledging policies and formal related-party review by the Audit Committee mitigate alignment and conflict risks .
- Potential risks and monitoring areas:
- Real estate executive role at The Hinman Company could present perceived conflicts given MBWM’s exposure to commercial real estate lending; MBWM discloses ordinary-course related loans may occur with directors and related entities under banking regulations—monitor for any specific related-party transactions disclosures in future filings. RED FLAG: Potential related-party exposure via real estate industry ties (no specific transaction disclosed) .
- Low reported beneficial ownership (1,725 shares, <1%) implies limited “skin-in-the-game” relative to governance peers; ongoing stock retainer may increase alignment over time .
- Board effectiveness signals:
- Governance & Nominating Committee oversight of ESG and annual evaluations is robust; active independent leadership (ESF, independent chairs) supports effective board process .