Tara Randall
About Tara Randall
Executive Vice President, Chief Experience Officer of Mercantile Bank’s subsidiary bank since January 2024; age 46; with Mercantile since 2001 in Branch and Retail Operations and formerly Chief Retail Banking Officer. She leads strategy for Retail, Digital, and Marketing and holds a B.A. in Mathematics and General Business from Grand Valley State University . Company-level pay-versus-performance disclosures identify Return on Equity as the Company-Selected Measure; 2024 ROE was 14.35% and net income was $79.593 million; MBWM’s $100 TSR index value was 148.38 in 2024, indicating solid returns through the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercantile Bank | EVP, Chief Experience Officer | Jan 2024–present | Leads strategic direction of Retail, Digital, and Marketing |
| Mercantile Bank | Chief Retail Banking Officer | Not disclosed | Led retail banking functions, customer experience |
| Mercantile Bank | Branch & Retail Operations (various roles) | 2001–present | Operational leadership across branch and retail operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Michigan Women Forward (West Michigan Advisory Council) | Advisory Council Member | Since 2019 | Community engagement; women’s economic empowerment |
Fixed Compensation
- Executive compensation elements include base salary, short-term cash incentive, long-term equity incentives, and benefits; detailed amounts for Tara Randall’s base salary and bonus percentages are not disclosed in proxies (program structure described, NEO amounts shown) .
Performance Compensation
Annual Bonus Plan Design (2024)
The Executive Officer Bonus Plan used the following metrics, weights, targets, and payouts; plan-level results drove a uniform payout percentage applied to participants’ salaries.
| Metric | Weight (Target→Max) | Target | Max Levels | Actual | Payout Contribution |
|---|---|---|---|---|---|
| Earnings Per Share | 25.0% → 37.5% | $4.86 | 125%=$5.35; 150%=$5.59 | $5.29 | 30.5% |
| Return on Assets | 12.5% → 18.75% | 1.43% | 125%=1.57%; 150%=1.64% | 1.51% | 14.3% |
| Net Interest Margin | 12.5% → 18.75% | 3.68% | 125%=4.05%; 150%=4.23% | 3.58% | 0.0% |
| Efficiency Ratio | 12.5% → 18.75% | 52.5% | 125%=50.0%; 150%=47.5% | 51.00% | 14.4% |
| Non-Performing Assets | 12.5% → 18.75% | <0.50% | 125%=<0.25%; 150%=<0.10% | 0.09% | 18.7% |
| Loans-to-Deposits | 25.0% → 37.5% | 108% | 125%=104%; 150%=102% | 98% | 37.5% |
| Total | 100% | — | — | — | 115.4% overall payout |
Notes:
- Individual target percentages by officer are disclosed for NEOs (e.g., CEO 60% target), but Tara Randall’s bonus targets/payouts are not separately disclosed .
Long-Term Equity Awards Structure and Metrics
- 2025 equity awards for executive officers: 35% time-based restricted stock and 65% performance-based restricted stock; time-based awards vest over three years; performance awards vest based on multi-year goals, aligning with market practice per AON’s recommendation .
- 2025–2027 PSU metrics and vesting: TSR (33.33%), ROE (33.33%), Diluted EPS Change (33.33%); measured vs an index of similarly sized bank holding companies (Target=50th percentile; Threshold=25th; Max=75th); vest on Feb 15, 2028 based on results and Compensation Committee determinations .
- 2024–2026 PSU metrics: ROAA (25%), Diluted EPS Change (50%), ROE (25%); vest on Feb 15, 2027; performance assessed vs budget and peer median .
Tara Randall – February 2025 Grants (Form 4)
| Grant Type | Grant Date | Shares | Price | Vesting | Notes |
|---|---|---|---|---|---|
| Performance-based restricted stock | 02/06/2025 | 1,420 | $0 | Performance-vested; PSU cycle; generally vest Feb 15, 2028 if earned | Footnote states award may be forfeited if performance metrics not met |
| Time-based restricted stock (likely) | 02/06/2025 | 765 | $0 | 3-year vest schedule | Aligns with 35% time-based component adopted in 2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 15,198 shares as of March 17, 2025 |
| Ownership as % of shares outstanding | <1% |
| Restricted shares included | 11,110 shares of restricted stock included in beneficial ownership |
| Options | Company reports “does not currently grant stock options” to employees |
| Pledging/Hedging | Insider Trading Policy prohibits hedging and short sales; pledging requires prior Governance & Nominating Committee approval |
| Ownership guidelines | NEO guidelines updated Oct 10, 2024: CEO 5× salary, other NEOs 2× salary; attainment within five years from Jan 1, 2025 or when subject |
| Compliance status | Individual compliance status for Tara not disclosed |
| Recent changes | Post-grant beneficially owned following 02/06/2025 transactions: 15,198 shares |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement updates | Executive officer employment agreements amended and restated effective Jan 1, 2025; terms substantially aligned across officers |
| Severance (without Cause or Good Reason) | 300% of base compensation, paid over 36 months; Bank continues benefits for 36 months (to extent allowed) |
| Change-of-control (CoC) cash | If terminated without Cause or for Good Reason within 24 months after CoC: lump sum equal to 100% of base salary for executive officers other than CEO (CEO 150%); in addition to severance; “excess parachute” cutback to avoid excise tax |
| Equity upon CoC | If awards not assumed/substituted, RS becomes 100% vested; if assumed, 100% vesting if terminated without Cause (or death/disability) or for Good Reason within 1 year after CoC |
| Non-compete | 18 months post-termination within 50-mile radius of any market with a branch or office (for executive officers; Augustyn’s differs) |
| Disability benefit | 18 months of base salary over 36 months, reduced by long-term disability insurance payments |
| Death benefit | 40% of base salary for each officer (50% for CEO), plus insurance proceeds per policy terms |
| Deferred compensation | Deferred Compensation Plan #2 effective Jan 1, 2025; distributions on termination in lump sum or installments (up to 10 years), generally delayed 6 months for 409A compliance |
| Clawback | Incentive comp subject to SEC-compliant clawback in event of accounting restatement |
| Insider trading policy | Anti-hedging and anti-pledging; prohibits holding stock in margin accounts |
Performance & Track Record
- Company-selected measure for pay-versus-performance: ROE; 2024 ROE 14.35% and net income $79.593m; TSR value of $100 investment at 148.38 vs peer index KBW Nasdaq Bank Index 132.60 .
- Say-on-pay support was 96.1% at the 2024 annual meeting, indicating strong shareholder endorsement of executive compensation design .
- Equity awards process shifted to Q1 with 2025 grants, adding 35% time-based RS to executive mix; AON advised inclusion of time-based vesting; company does not currently grant options .
Compensation Committee Analysis
- Compensation process: HR Director recommends; Committee deliberates and recommends to the Board; historically fall timing, moved to Q1 in 2025 .
- Independent consultant: AON provided market input supporting time-based RS component in 2025 .
- Risk assessment: Committee reviews with CRO; plans not likely to encourage excessive risk .
Say-On-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | 96.1% approval of NEO compensation |
Investment Implications
- Alignment: Randall’s 2025 equity mix adds 35% time-based RS and 65% PSU, tying pay to multi-year TSR/ROE/EPS performance and peer-relative outcomes; clawback and anti-hedging/pledging policies reinforce alignment .
- Retention and overhang: Severance at 300% of base compensation, 18-month non-compete, and CoC double-trigger cash plus equity vesting create strong retention incentives; recent Form 4 shows grants rather than sales, pointing to limited near-term selling pressure but a modest future vesting supply (PSU vest Feb 15, 2028; time-based over three years) .
- Performance linkage: Annual bonus tied to EPS, ROA, efficiency, asset quality, and funding mix delivered a 115.4% payout for 2024, indicating performance-sensitive cash comp; while Tara’s individual bonus percentages aren’t disclosed, as an executive officer she operates under this metric framework .
- Ownership: Beneficial ownership of 15,198 shares including 11,110 RS demonstrates meaningful skin-in-the-game, though below 1% of outstanding; NEO ownership guidelines are 2× salary for non-CEO with five years to comply (individual status for Tara not disclosed) .