Shoran Williams
About Shoran R. Williams
Shoran R. Williams (age 55) joined Mercantile Bank Corporation’s board in January 2025 after serving on the Bank’s board since 2020. She is an experienced attorney with 30+ years across administrative, employment discrimination, appellate, personal injury, and family law; bar memberships include the American Bar Association, State Bars of Georgia and Michigan, and the Grand Rapids Bar Association. She has taught as an adjunct professor at Florida Coastal School of Law (Personal Injury, Pre‑Trial Litigation, Contracts) and led DEI initiatives, including service on the Governing Board of the Meritas Black Lawyer’s Leadership Forum . Williams is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private legal practice | Lead attorney across administrative, employment discrimination, civil litigation, and appellate matters | 30+ years | Successfully obtained favorable results in state/federal courts and before agencies |
| In‑house legal roles | General Counsel / Chief Regulatory Officer | Not disclosed by company (roles referenced) | Legal and regulatory leadership (in‑house experience noted) |
| Florida Coastal School of Law | Adjunct Professor (Personal Injury Law; Pre‑Trial Litigation; Contracts) | Not disclosed by company | Curriculum creation and instruction |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritas Black Lawyer’s Leadership Forum | Governing Board Member | Not disclosed by company | Diversity and inclusion leadership |
| Professional associations | ABA; State Bars of GA and MI; Grand Rapids Bar Association | Ongoing | Professional governance and ethics adherence |
Board Governance
- Independence: The board determined all directors except the CEO are independent; Williams is independent under NASDAQ rules .
- Committee assignments: Audit Committee member; no chair roles on Compensation or Governance & Nominating .
- Committee chairs and ESF: Audit chaired by Amy L. Sparks; Compensation chaired by Michelle L. Eldridge; Governance & Nominating chaired by David B. Ramaker; Executive Session Facilitator is Michael S. Davenport .
- Attendance and engagement: In 2024 the board held 8 meetings; all directors attended at least 78% of board/committee meetings .
- Board leadership: Separate Chair and CEO; executive sessions led by ESF; active risk oversight and ESG oversight by Governance & Nominating Committee .
Fixed Compensation
| Component | Amount / Structure | Notes |
|---|---|---|
| Annual retainer – Non‑Chair Director (2025) | $75,300 | Paid 50% in cash (quarterly) and 50% in stock at annual meeting date; no meeting fees |
| Audit Committee Chair premium (2025) | $86,800 | Not applicable to Williams (member only) |
| Compensation Committee Chair premium (2025) | $83,600 | Not applicable to Williams |
| Governance & Nominating Chair premium (2025) | $82,100 | Not applicable to Williams |
| Executive Session Facilitator premium (2025) | $2,100 | ESF is Davenport; not applicable to Williams |
| Attendance gate | 85% threshold; below threshold forfeits 4Q cash payment | Engagement incentive |
| Equity grant timing | 50% of retainer paid in shares as of annual meeting date; e.g., 2024 grants on June 1, 2024 | Practice applies to directors serving through meeting |
| Options | None granted to non‑employee directors; none outstanding in 2024 | Structure maintained |
| Deferred compensation eligibility | Directors eligible; new Deferred Compensation Plan #2 effective Jan 1, 2025 (deferrals up to 100% of fees; rabbi trust) | Plan administered by Compensation Committee |
Performance Compensation
Directors do not receive performance‑based pay; no option awards or performance metrics are disclosed for director compensation. Structure is retainer‑based (cash and stock), with attendance gating as the principal engagement mechanism .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed in MBWM’s 2025 proxy for Williams |
| Interlocks/related affiliations | None disclosed for Williams; board reports no Compensation Committee interlocks for 2024 |
Expertise & Qualifications
- Legal and regulatory expertise (private practice; in‑house GC/chief regulatory roles) .
- Litigation depth across administrative, employment discrimination, civil and appellate practice .
- Academic credentials via adjunct teaching (course creation) .
- DEI leadership and governance experience (Meritas Black Lawyer’s Leadership Forum) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Source/date |
|---|---|---|---|
| Shoran R. Williams | 4,147 | <1% | Proxy ownership table as of March 17, 2025 |
Recent Form 4 activity shows alignment increasing via awards and open‑market purchases:
| Transaction Date | Filing Date | Type | Shares | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2025‑01‑01 | 2025‑01‑06 | Form 3 (initial) | — | — | 3,456 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925000847/0001415889-25-000847-index.htm |
| 2025‑01‑02 | 2025‑01‑06 | Award (common stock) | 120 | $0.00 | 3,576 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925000865/0001415889-25-000865-index.htm |
| 2025‑01‑31 | 2025‑02‑04 | Purchase (open market) | 123 | $49.28 | 4,147 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925003060/0001415889-25-003060-index.htm |
| 2025‑05‑22 | 2025‑05‑27 | Award (common stock) | 849 | $0.00 | 4,996 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925014614/0001415889-25-014614-index.htm |
| 2025‑07‑29 | 2025‑07‑30 | Purchase (open market) | 200 | $47.285 | 5,266 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925020608/0001415889-25-020608-index.htm |
| 2025‑02‑01 | 2025‑02‑04 | Form 3/A | — | — | 369 | https://www.sec.gov/Archives/edgar/data/1042729/000141588925003058/0001415889-25-003058-index.htm |
Anti‑hedging/pledging: Company policy prohibits hedging, short sales, options, margin accounts; any pledging requires prior Governance & Nominating Committee approval (case‑by‑case) .
Governance Assessment
- Audit committee placement leverages Williams’ legal/regulatory background; committee includes multiple SEC “financial experts,” is chaired by an independent director, and met four times in 2024 .
- Independence affirmed; no director‑specific related‑party transactions disclosed; any insider lending is conducted on market terms under strict banking regulations .
- Director pay design promotes alignment: 50% equity at annual meeting, 85% attendance gate, no options; retainer at $75,300 for non‑chair directors in 2025 .
- Shareholder signals: 2024 say‑on‑pay approval ~96.1%, indicating broad support of compensation governance .
- Risk controls: clawback policy adopted; regular ERM oversight; cyber risk governance with board engagement and CISO reporting .
RED FLAGS
- None disclosed specific to Williams: no related‑party transactions, no hedging/pledging exceptions, and independent status maintained .
- Company‑level safeguards: clawback policy and attendance gating mitigate misalignment and low engagement risk .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay approval | Notes |
|---|---|---|
| 2024 | 96.1% | Committee maintained consistent policies following strong approval |
Compensation Committee Analysis
| Item | Disclosure |
|---|---|
| Membership/Chair | Eldridge (Chair), Davenport, Jones, Ramaker, Sanchez, Sparks |
| Consultant use | AON engaged in 2024; Committee concluded independent, no conflicts |
| Responsibilities | Reviews director compensation; administers stock plans; evaluates CEO; oversight of incentive risk |
Related‑Party Transactions & Conflicts Policy
- Audit Committee reviews/approves related‑person transactions >$120,000; loans to insiders permitted only on substantially the same terms as market, within banking regulations .
- Insider Trading Policy prohibits hedging/short sales/options/margin; pledging requires Governance & Nominating Committee approval .
Notes for Investors
- Alignment: Equity retainer structure and recent open‑market purchases support “skin‑in‑the‑game” for Williams (retainer structure) and SEC filings (see Insider Trades table links).
- Effectiveness: Legal/regulatory expertise complements audit oversight during a period of heightened risk/regulatory scrutiny .
- Engagement: Attendance gate and independent ESF/executive sessions underpin board accountability .