☐ |
Preliminary Proxy Statement
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☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐ |
Definitive Additional Materials
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☐ |
Soliciting Material Pursuant to §240.14a-12
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Macatawa Bank Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Sincerely,
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Richard L. Postma
Chairman of the Board
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Your vote is important. Even if you plan to attend the meeting,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.
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1 |
Election of three directors to hold office for a three year term
|
2. |
Advisory approval of executive compensation
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3. |
Ratification of appointment of BDO USA, LLP as independent auditors for the year ending December 31, 2021
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Your vote is important. Even if you plan to attend the meeting,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.
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38
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Q. |
Why am I receiving these materials?
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A. |
The Company's Board of Directors is providing these proxy materials to you in connection with its solicitation of proxies for use at the Macatawa Bank Corporation 2021 annual meeting of
shareholders. The meeting will take place on Tuesday, May 4, 2021, in a virtual format only, accessible at www.virtualshareholdermeeting.com/MCBC2021 or through the “Investor Relations” section of the Company’s
website: www.macatawabank.com. You are invited to attend the meeting and are requested to vote on the proposals described in this proxy statement.
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Q. |
What information is contained in these materials?
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A. |
The information included in this proxy statement discusses the proposals to be voted on at the meeting, the voting process, the compensation of named executive officers and directors, and other
important information. Your proxy, which you may use to vote on the proposals described in this proxy statement, is also enclosed.
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Q. |
When did the Company begin sending and delivering this proxy statement to shareholders?
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A. |
We began sending and delivering this proxy statement to our shareholders on approximately March 19, 2021.
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Q. |
What proposals will be voted on at the annual meeting?
|
A. |
Three proposals will be voted on at the annual meeting:
|
(1) |
Election of three directors to hold office for a three year term;
|
(2) |
Advisory approval of executive compensation ("Proposal 2"); and
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(3) |
Ratification of the appointment of BDO USA, LLP as independent auditors for the year ending December 31, 2021 ("Proposal 3").
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Q. |
How does the Company's Board of Directors recommend that I vote?
|
A. |
Your Board of Directors recommends that you vote, as follows:
|
(1) |
FOR election of all director nominees;
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(2) |
FOR Proposal 2;
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(3) |
FOR Proposal 3.
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Q. |
Who may vote?
|
A. |
You may vote at the annual meeting if you were a shareholder of record of Macatawa common stock at the close of business on March 9, 2021. Each shareholder is entitled to one vote per share of Macatawa common stock on each
matter presented for a shareholder vote at the meeting. As of March 9, 2021, there were 34,197,519 shares of Macatawa common stock outstanding.
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Q. |
How do I vote?
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A. |
If you properly sign and return the enclosed proxy, the shares represented by that proxy will be voted at the annual meeting and at any adjournment of the meeting. If you specify a choice on the proxy, your shares will be voted
as specified. If you do not specify a choice, your shares will be voted for election of all director nominees, for Proposal 2, and for Proposal 3. If any other matter comes before the meeting, your shares will be voted in the
discretion of the persons named as proxies on the proxy.
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|
Q. |
How do I vote if I hold my shares in "street name"?
|
A. |
If you hold your shares in "street name," which means that your shares are registered in the name of a bank, broker or other nominee (which we collectively refer
to as your "broker"), your broker must vote your street name shares in the manner you direct if you provide your broker with proper and timely voting instructions. Please use the voting forms and instructions provided by your
broker or its agent. These forms and instructions typically permit you to give voting instructions by telephone or Internet if you wish. If you are a street name holder and want to change your vote, you must contact your
broker. Please note that you may not vote shares held in street name during the annual meeting unless you request and receive a valid proxy from your broker.
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Q. |
Can I change my mind after I return my proxy?
|
A. |
Yes. You may revoke your proxy at any time before it is voted at the meeting by doing any of the following three things:
|
● |
by delivering written notice of revocation to Macatawa's Secretary, Jon W. Swets, at 10753 Macatawa Drive, Holland, Michigan 49424;
|
● |
by delivering a proxy bearing a later date than the proxy that you wish to revoke; or
|
● |
by attending the meeting and voting your shares during the meeting.
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Q. |
Does my broker have discretionary authority to vote my shares?
|
A. |
If you do not provide your broker with voting instructions, then your broker has discretionary authority to vote your shares on certain "routine" matters. We expect that Proposal 3 will be considered a
routine matter and your broker will have discretionary authority to vote your shares on that proposal. Your broker will not have discretionary authority to vote your shares on election of directors and Proposal 2 as these are not
considered routine matters. It is important that you promptly provide your broker with voting instructions if you want your shares voted on the election of directors and Proposal 2.
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Q. |
What are broker non-votes?
|
A. |
Generally, broker non-votes occur when shares held by a broker in street name for a beneficial owner are not voted with respect to a particular proposal because
the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary voting power to vote those shares.
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Q. |
What is the quorum requirement for the annual meeting?
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A. |
To conduct business at the annual meeting, a quorum of shareholders must be present. The presence in person or by properly executed proxy of the holders of a majority of all issued and outstanding shares of Macatawa common stock
entitled to vote at the meeting is necessary for a quorum. To determine whether a quorum is present, we will include shares that are present or represented by proxy, including abstentions and shares represented by a broker non-vote
on any matter.
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|
Q. |
What vote is necessary to approve the proposals?
|
A. |
Election of Directors. A plurality of the shares voting is required to elect directors. This means that, if there are more nominees than positions to be filled, the nominees who receive
the most votes will be elected to the open director positions. Broker non-votes and other shares that are not voted in person or by proxy will not be included in the vote count.
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Q. |
May the annual meeting be adjourned?
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A. |
Yes. The shareholders present at the meeting (including by proxy) may, by a majority vote, adjourn the meeting despite the absence of a quorum.
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Q. |
What does it mean if I receive more than one proxy or voting instruction card?
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A. |
It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxies and voting instruction cards you receive.
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Q. |
Where can I find the voting results of the annual meeting?
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A. |
We will announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K that we will file with the Securities
and Exchange Commission (“SEC”) within four business days after the date of the annual meeting.
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Director
|
Independent
Director(1)
|
Audit
Committee
|
Compensation
Committee
|
Governance
Committee
|
Nichole S. Dandridge
|
Yes
|
Member
|
Member
|
|
Charles A. Geenen
|
Yes
|
Member
|
||
Robert L. Herr
|
Yes
|
Member
|
Member
|
|
Ronald L. Haan
|
No
|
|||
Birgit M. Klohs
|
Yes
|
Member
|
Member
|
|
Michael K. Le Roy
|
Yes
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Member
|
Member
|
|
Douglas B. Padnos
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Yes
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Member
|
Member
|
|
Richard L. Postma
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Yes
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Member
|
Chairman
|
Chairman
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Thomas P. Rosenbach
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Yes
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Chairman
|
Member
|
Member
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(1)
|
Independent as that term is defined in Nasdaq Listing Rules and SEC rules and regulations for service on the Board of Directors and each committee on which the director serves. In making
this determination, the Company considered all ordinary course loan and other business transactions between the director and Macatawa Bank.
|
● |
the integrity of the financial reports and other financial information disclosed by the Company;
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● |
the Company's systems of disclosure controls and procedures and internal controls over financial reporting;
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● |
legal compliance and the establishment of a code of ethics;
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● |
independence and performance of the Company's independent auditors (who are ultimately responsible to the Board of Directors and the Audit Committee);
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● |
the Company's auditing, accounting and financial reporting processes generally;
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● |
the Bank's risk management and loan review functions; and
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● |
compliance with orders, agreements, understandings, resolutions or similar commitments or with regulatory agencies with authority over the Company or the Bank.
|
• |
Board leadership;
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• |
Director independence, qualifications, diversity, education, retirement, evaluation and conflicts of interest; and
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• |
Majority vote requirement for uncontested elections
|
• |
Chief Operating Officer
|
• |
Chief Financial Officer
|
• |
Chief Risk Officer
|
• |
Independent Auditor
|
• |
Chief Credit Officer
|
• |
Oversee each function, including its personnel, resources, organizational structure, and relationship to the Company's overall business objectives.
|
• |
Review the independence of the officers responsible for each function.
|
• |
Inquire into whether the officers responsible for each function have sufficient authority, support, resources, and the necessary access to Company personnel, facilities and records to carry out their work.
|
• |
Review reports of significant findings and recommendations and management's corrective action plans.
|
• |
Establish and maintain channels for the officers responsible for each function to communicate directly with the Committee.
|
• |
Review the performance of the officers responsible for each function.
|
• |
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
• |
Full, fair, accurate, timely and understandable disclosure in documents the Company files with, or submits to, the SEC and in all public communications made by the Company;
|
• |
Compliance with applicable governmental laws, rules and regulations; and
|
• |
Prompt internal reporting to designated persons of violations of the code.
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2020
|
2019
|
|||||||
Audit Fees(1)
|
$
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342,006
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$
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376,109
|
||||
Audit-Related Fees(2)
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21,000
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20,000
|
||||||
Tax Fees(3)
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23,200
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19,400
|
||||||
All Other Fees
|
0
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0
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(1)
|
Audit services consist of the annual audit of the financial statements and internal control over financial reporting, reviews of quarterly reports on Form 10-Q, services that are normally
provided in connection with statutory and regulatory filings or engagements for those fiscal years, and related consultations.
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(2)
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Audit-related services consist principally of services related to the annual audit of the Bank's 401(k) plan.
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(3)
|
Permissible tax services include tax compliance, tax planning and tax advice that do not impair the independence of the auditors and that are consistent with the SEC's rules on
auditor independence. Tax compliance and preparation fees accounted for $23,200 and $19,400 of the total tax fees for 2020 and 2019, respectively.
|
• |
Bookkeeping or other services related to the accounting records or financial statements of the Company;
|
• |
Financial information systems design and implementation;
|
• |
Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
|
• |
Actuarial services;
|
• |
Internal audit outsourcing services;
|
• |
Management functions or human resources;
|
• |
Broker-dealer, investment adviser, or investment banking services;
|
• |
Legal services and expert services unrelated to the audit; and
|
• |
Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
|
Thomas P. Rosenbach, Chairman
|
Nichole S. Dandridge
|
Robert L. Herr
|
Birgit M. Klohs
|
Michael K. Le Roy
|
Richard L. Postma
|
• |
provide incentives for achievement of long-term shareholder return;
|
• |
align the interests of management with shareholders to encourage continuing increases in shareholder value;
|
• |
attract and retain well-qualified executives who will lead the Company and inspire superior performance; and
|
• |
provide incentives for achievement of corporate goals and individual performance.
|
• |
more closely align the executive officer with shareholder interests;
|
• |
reward executive officers for individual and corporate performance and for building shareholder value; and
|
• |
provide executive officers the opportunity to build ownership in the Company.
|
Year
|
Salary
($)(1)
|
Bonus
($)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(2)
|
Nonequity
Incentive
Plan
Compen-
sation
|
All Other
Compensation
($)(3)
|
Total ($)
|
|||||||||||||||||||||||||
Ronald L. Haan
Chief Executive Officer and
President and a director of
the Company and the Bank
|
2020
2019
|
491,250
465,000
|
0
0
|
100,000
99,993
|
0
0
|
0
0
|
18,258
18,528
|
609,508
583,251
|
||||||||||||||||||||||||
Craig A. Hankinson
Senior Vice President of the Company and Chief Operating Officer of the Bank
|
2020
2019
|
347,500
310,000
|
0
0
|
74,996
64,990
|
0
0
|
0
0
|
12,642
12,442
|
435,138
387,432
|
||||||||||||||||||||||||
Jon W. Swets
Senior Vice President
and Chief Financial Officer
of the Company and the Bank
|
2020
2019
|
347,500
260,000
|
0
0
|
64,996
64,990
|
0
0
|
0
0
|
13,722
11,842
|
426,218
336,832
|
(1) |
Includes salary deferred under the Company's 401(k) plan.
|
(2) |
Amounts in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718 (formerly FAS 123R). Assumptions used in the calculation of these amounts are included in the Notes to the Company's audited
financial statements for the year ended December 31, 2020. The stock awards granted on November 11, 2020, vest at a rate of one-third each year beginning on November 11, 2021, and fully vest on November 11, 2023. Before vesting, the
shares are subject to restrictions as provided in the Macatawa Bank Corporation Stock Incentive Plan of 2015.
|
(3) |
Includes term life insurance premiums paid for the benefit of the named executive officers and employer contributions to the Company's 401(k) plan. Employer contributions to the Company's 401(k) plan for Mr. Haan were $11,400 in 2020
and $11,200 in 2019.
|
Name
|
Grant Date
|
Stock
Awards:
Number of
Shares of
Stock or
Units (1)
(#)
|
Grant
Date Fair
Value of
Stock
Awards (2)
($)
|
||||||
Ronald L. Haan
|
11/11/2020
|
12,870
|
100,000
|
||||||
Craig A. Hankinson
|
11/11/2020
|
9,652
|
74,996
|
||||||
Jon W. Swets
|
11/11/2020
|
8,365
|
64,996
|
(1) |
Shares of restricted stock which vest at a rate of one-third each year on the award date anniversary over three years. Before vesting, the shares are subject to restrictions as provided in the Macatawa Bank
Corporation Stock Incentive Plan of 2015. Restricted stock that does not vest will be forfeited.
|
(2) |
Amounts in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718 (formerly FAS 123R).
|
Option Awards (1)
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares
Acquired
on Exercise
(#)
|
Value
Realized
on Exercise
($)
|
Number of
Shares
Acquired
on Vesting
(#)(2)
|
Value
Realized
On Vesting
($)(3)
|
||||||||||||
Ronald L. Haan
|
---
|
---
|
9,024
|
71,120
|
||||||||||||
Craig A. Hankinson
|
---
|
---
|
5,723
|
45,101
|
||||||||||||
Jon W. Swets
|
---
|
---
|
5,026
|
39,588
|
(1) |
The value of exercised stock options is calculated by multiplying the number of stock options exercised by the difference between the closing price of the Company’s common stock on the date of the exercise and the stock option exercise
price.
|
(2) |
The number of shares shown is the gross number of shares covered by awards vested. Shares for the required tax withholding (if elected by the officer) may be deducted from the gross number of shares vested,
resulting in a smaller number of shares issued.
|
(3) |
The dollar values reported in this column were calculated using the closing price of Macatawa's common stock on vesting dates of November 21, 2020, November
15, 2020 and, November 16, 2020 at $7.83, $7.65 and $8.15 per share, respectively.
|
Option Awards
|
Stock Awards(1)
|
||||||||||||||||||||||||||||
Name
|
Award
Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number of
Shares or Units
of Stock That
Have Not
Vested (#)
|
Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)(2)
|
|||||||||||||||||||||
Ronald L. Haan
|
11/15/2018
11/21/2019
11/11/2020
|
---
---
---
|
---
---
---
|
---
---
---
|
---
---
---
|
---
---
---
|
2,828
6,325
12,870
|
23,670
52,940
107,722
|
|||||||||||||||||||||
Craig A. Hankinson
|
11/15/2018
11/21/2019
11/11/2020
|
---
---
---
|
---
---
---
|
---
---
---
|
---
---
---
|
---
---
---
|
1,767
4,111
9,652
|
14,790
34,409
80,787
|
|||||||||||||||||||||
Jon W. Swets
|
11/15/2018
11/21/2019
11/11/2020
|
---
---
---
|
---
---
---
|
---
---
---
|
---
---
---
|
---
---
---
|
1,433
4,111
8,365
|
11,994
34,409
70,015
|
(1) |
The stock awards vest at a rate of one-third each year on the award date anniversary over three years. Before vesting, the shares are subject to restrictions as provided in the Macatawa Bank Corporation Stock Incentive Plan of 2015.
|
(2) |
Computed by multiplying the number of shares that have not vested by the per share closing price of Company common stock on December 31, 2020 of $8.37.
|
Triggering Event and Payments/Benefits
|
Ronald L.
Haan
|
Craig A.
Hankinson
|
Jon W. Swets
|
|||||||||
Change in Control(1)(2)
|
$
|
1,314,358
|
$
|
706,475
|
$
|
632,656
|
||||||
Retirement(3)
|
184,332
|
129,986
|
116,418
|
|||||||||
Death or Disability (4)
|
38,547
|
24,940
|
22,700
|
(1) |
Pursuant to the Change in Control Agreement between Macatawa and each named executive officer, the named executive officer will receive severance benefits in the event of a change in control and a qualifying
termination within six months before or two years after the change in control in the form of a lump-sum cash payment equal to two times his average annual compensation, in the case of Mr. Haan, and 1.5 times his average annual
compensation, in the case of Messrs. Hankinson and Swets. In addition, each named executive officer is entitled to a health coverage payment equal to 24 times the Company’s monthly pre-tax cost of contributions towards the named
executive officer’s health and welfare benefits.
|
(2) |
In accordance with the Stock Incentive Plan of 2015, upon a change in control, all outstanding unvested restricted stock awards shall become immediately fully vested. The amount shown includes the value of
accelerated vesting of unvested restricted stock awards.
|
(3) |
In accordance with the Stock Incentive Plan of 2015, upon regular retirement, all outstanding unvested restricted stock awards shall become immediately fully vested. The amount shown includes the value of
accelerated vesting of unvested restricted stock awards.
|
(4) |
In accordance with the Stock Incentive Plan of 2015, upon death or disability, all outstanding unvested restricted stock awards shall become immediately fully vested on a pro rata basis equal to the total number
of such awards multiplied by the number of full months elapsed since grant date divided by the total number of full months in the respective restricted period. The amount shown includes the value of pro rata accelerated vesting of
unvested restricted stock awards.
|
● |
Annual cash retainer of $6,000.
|
● |
Board meeting annual fee of $9,000 (instead of per meeting fee).
|
● |
Audit Committee annual fee of $2,000 (instead of per meeting fee).
|
● |
Compensation Committee per meeting fee of $450.
|
● |
Governance Committee per meeting fee of $450.
|
● |
Annual cash retainer of $12,000.
|
● |
Board meeting annual fee of $9,000 (instead of per meeting fee).
|
● |
Loan Committee annual fee of $3,000 (instead of per meeting fee).
|
● |
Trust Committee annual fee of $1,000 (instead of per meeting fee).
|
● |
Asset Liability Management Committee annual fee of $1,000 (instead of per meeting fee).
|
Name
|
Fees
Earned or
Paid in
Cash
($)(1)
|
Stock
Awards
($)(2)(3)
|
All Other
Compen-sation($)
|
Total($)
|
||||||||||||
Nichole S. Dandridge (4)
|
3,000
|
---
|
---
|
3,000
|
||||||||||||
Charles A Geenen
|
40,450
|
16,993
|
---
|
57,443
|
||||||||||||
Robert L. Herr
|
43,450
|
16,993
|
---
|
60,443
|
||||||||||||
Birgit M. Klohs
|
39,450
|
16,993
|
---
|
56,443
|
||||||||||||
Michael K. Le Roy
|
39,450
|
16,993
|
---
|
56,443
|
||||||||||||
Douglas B. Padnos
|
39,900
|
16,993
|
---
|
56,893
|
||||||||||||
Richard L. Postma
|
---
|
---
|
---
|
---
|
||||||||||||
Thomas P. Rosenbach
|
41,900
|
16,993
|
---
|
58,893
|
(1) |
Amounts in this column reflect amounts paid in cash for services as a director in 2020.
|
(2) |
Stock option awards were not granted in 2020. Assumptions used in the calculations of these amounts are included in the Notes to the Company’s audited financial statements for the year ended December 31, 2020. Amounts in this column
reflect the grant date fair value computed in accordance with FASB ASC Topic 178 (formerly FAS 123R). On November 11, 2020, each director (except Mr. Postma who does not accept any compensation for his services as a director and Ms.
Dandridge who was appointed to the Company and Bank boards on November 19, 2020) was granted a restricted stock award of 2,187 shares. These awards vest at a rate of one-third each year beginning on November 11, 2021, and fully vest on
November 11, 2023. Before vesting, the shares are subject to restrictions as provided in the Macatawa Bank Corporation Stock Incentive Plan of 2015.
|
(3) |
Each of the directors listed had 3,479 stock awards outstanding at December 31, 2020, except Mr. Postma who had no stock awards outstanding at December 31, 2020 as he does not accept any compensation for his services as a director and
Ms. Dandridge who was appointed to the Company and Bank boards on November 19, 2020.
|
(4) |
All compensation received by Ms. Dandridge was assigned to White Bay Capital.
|
• |
Served as a member of a compensation committee (or a board committee performing a similar function) for another entity that had an executive officer who served on the compensation committee of Macatawa;
|
• |
Served as a director of another entity that had an executive officer who served on the compensation committee of Macatawa; or
|
• |
Served as a member of a compensation committee (or a board committee performing a similar function) for another entity that had an executive officer who served as a director of Macatawa.
|
Richard L. Postma, Chairman
|
Douglas B. Padnos
|
Charles A. Geenen
|
Robert L. Herr |
Michael K. Le Roy
|
Thomas P. Rosenbach
|
Name of Beneficial Owner
|
Sole Voting
Power
|
Sole
Dispositive
Power
|
Shared
Voting or
Dispositive
Power
|
Total
Beneficial
Ownership
|
Percent of
Class(1)
|
|||||||||||||||
White Bay Capital, LLLP(2)
3133 Orchard Vista Drive, S.E.
Grand Rapids, Michigan 49546
|
5,313,984
|
5,313,984
|
---
|
5,313,984
|
15.5
|
%
|
(1) |
The percentage set forth in this column was calculated on the basis of 34,197,519 shares of common stock outstanding as of December 31, 2020.
|
(2) |
Based on a Form 4 dated November 15, 2018 filed by White Bay Capital, LLLP. The Stephen A. Van Andel 2009 WBC Trust is the general partner of White Bay Capital, LLLP. Stephen A. Van Andel is the
sole trustee of the Trust and has the authority to vote its common stock. The Company is not responsible for the accuracy of this information.
|
Amount and Nature of
Beneficial Ownership(1)
|
||||||||||||||||
Name of Beneficial Owner
|
Sole Voting
and
Dispositive
Power
|
Shared Voting
or Dispositive
Power(2)
|
Total
Beneficial
Ownership
|
Percent
of
Class(3)
|
||||||||||||
Nichole S. Dandridge
|
---
|
---
|
---
|
*
|
||||||||||||
Charles A. Geenen
|
117,920
|
---
|
117,920
|
*
|
||||||||||||
Ronald L. Haan
|
192,062
|
102,821
|
294,883
|
*
|
||||||||||||
Craig A. Hankinson
|
15,530
|
47,509
|
63,039
|
*
|
||||||||||||
Robert L. Herr
|
4,454
|
17,819
|
22,273
|
*
|
||||||||||||
Birgit M. Klohs
|
11,465
|
---
|
11,465
|
*
|
||||||||||||
Michael K. Le Roy
|
6,898
|
---
|
6,898
|
*
|
||||||||||||
Douglas B. Padnos
|
114,283
|
15,781
|
130,064
|
*
|
||||||||||||
Richard L. Postma
|
1,559,639
|
---
|
1,559,639
|
4.6
|
%
|
|||||||||||
Thomas P. Rosenbach
|
44,898
|
---
|
44,898
|
*
|
||||||||||||
Jon W. Swets
|
124,583
|
1,995
|
126,578
|
*
|
||||||||||||
All directors, nominees and executive officers as a group (12 persons)
|
2,267,698
|
579,077
|
2,846,775
|
8.3
|
%
|
(1) |
The number of shares stated is based on information provided by each person listed and includes shares personally owned by the person and shares which, under applicable regulations, are considered to be otherwise beneficially owned by
the person as of December 31, 2020.
|
(2) |
These numbers include shares over which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contract or property right, and shares held by spouses, children or other
relatives over whom the listed person may have influence by reason of relationship.
|
(3) |
The percentages set forth in this column were calculated on the basis of 34,197,519 shares of common stock outstanding as of December 31, 2020.
|
Your vote is important. Even if you plan to attend the meeting, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY. See the information in the Introduction section of our proxy
statement regarding how to revoke a proxy and how to vote in person.
|