Sara Schmidt
About Sara A. Schmidt
Sara A. Schmidt (age 43) joined Mercantile Bank Corporation’s Board in January 2025 and has served on the Bank’s Board since 2023. She is the Chief Information Security Officer (CISO) at US Foods, leading enterprise cybersecurity, business continuity, technology risk (including AI), and IT compliance; she also sits on the Technology Leadership Team at US Foods, focusing on secure technology access for employees and customers . The Board determined all directors, except the CEO, are independent under NASDAQ rules; therefore, Schmidt is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Foods | Chief Information Security Officer (CISO) | Not disclosed | Leads cybersecurity strategy, incident response, risk mitigation (including AI), and IT compliance |
| US Foods | Technology Leadership Team member | Not disclosed | Oversees secure technology access to employees and customers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| US Foods | Technology Leadership Team | Not disclosed | Senior leadership role, not a board directorship |
Board Governance
- Independence: Board affirmed independence for all directors except the CEO; Schmidt is independent .
- Committee assignments (as of March 17, 2025): Audit Committee member; no Compensation or Governance & Nominating assignments .
- Committee chair dynamics: Audit chaired by Amy L. Sparks; Compensation chaired by Michelle L. Eldridge; Governance & Nominating chaired by David B. Ramaker .
- Executive Sessions: Independent directors hold at least two per year; Executive Session Facilitator is Michael S. Davenport .
- Attendance: In 2024, all directors (then-serving) attended at least 78% of Board and Committee meetings; the Board met eight times. Committee meetings in 2024: Audit (4), Compensation (7), Governance & Nominating (4) .
| Committee | Schmidt Role | 2024 Meetings | Chair |
|---|---|---|---|
| Audit | Member | 4 | Amy L. Sparks |
| Compensation | None | 7 | Michelle L. Eldridge |
| Governance & Nominating | None | 4 | David B. Ramaker |
Fixed Compensation
- Structure: Directors receive an annual retainer split 50% cash and 50% in common stock (issued near the annual meeting), with higher retainers for chair roles and for the Chairman of the Board .
- Attendance gate: Directors failing to meet 85% attendance do not receive the fourth-quarter cash payment .
| Role | Retainer Value (Jan 1, 2024) | Retainer Value (Jun 1, 2024) | Retainer Value (Jan 1, 2025) |
|---|---|---|---|
| Non-Chair Director | $60,300 | $75,300 | $75,300 |
| 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 |
| Chairman of the Board | $90,300 | $110,300 | $110,300 |
Note: The 2024 director compensation table lists amounts for then-serving directors; Schmidt joined in 2025, so no 2024 amounts are disclosed for her .
Performance Compensation
- None disclosed for directors (no PSUs/RSUs or options for non-employee directors); equity is paid as common stock equal to 50% of the annual retainer value .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Committee interlocks | Company disclosed no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Cybersecurity governance: Leads enterprise cybersecurity program and incident response policies; Board receives regular CISO reporting and meets at least annually with the CISO on cybersecurity .
- Technology risk oversight: Experience in AI risk mitigation and IT compliance; aligns with Board’s technology and information security skill set .
- Business continuity: Enterprise continuity expertise supporting bank operational resilience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Sara A. Schmidt | 120 | <1% | March 17, 2025 |
Alignment policies:
- Anti-hedging/anti-pledging: Directors prohibited from hedging and short sales; pledging requires Governance & Nominating Committee approval .
- Ownership guidelines: The Compensation Committee sets stock ownership guidelines for Directors and Executives (specific director multiples not disclosed in 2025 proxy) .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | All 2024 insider reports were timely filed |
Governance Assessment
- Positives: Independent director with deep cybersecurity and technology risk expertise; adds oversight strength in a critical risk area for banks. Female leadership chairs on Audit and Compensation committees and structured executive sessions enhance governance quality .
- Alignment: Director pay includes stock awards equal to 50% of the retainer, supporting ownership alignment; anti-hedging/anti-pledging policies further protect shareholder interests .
- Engagement/attendance controls: Attendance threshold embedded in compensation; Board recorded strong attendance and active committee work in 2024 (baseline governance rigor) .
- Watch items: Current personal share ownership is modest (120 shares); monitor future stock grants via director retainer and any changes in pledging approvals to assess alignment trajectory .
- Conflicts: No related-party transactions or committee interlocks disclosed in 2024; standard related-party lending policy asserts market terms with no unfavorable features .