mcbc20221231

mcbc20221231_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-25927

MACATAWA BANK CORPORATION

(Exact name of registrant as specified in its charter)

Michigan		38-3391345
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10753 Macatawa Drive,Holland,Michigan49424

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (616) 820-1444

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	MCBC	NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company☒

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, as of June 30, 2023, was $290,894,000 based on the closing sale price of $9.28 as reported on the Nasdaq Stock Market. There were 34,361,562 outstanding shares of the Company’s common stock as of February 15, 2024.

DOCUMENTS INCORPORATED BY REFERENCE: None.


PART III
Item 10:	Directors, Executive Officers and Corporate Governance	1

Item 11:	Executive Compensation	9

Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17

Item 13:	Certain Relationships and Related Transactions, and Director Independence	18

Item 14:	Principal Accountant Fees and Services	20

PART IV
Item 15:	Exhibits and Financial Statement Schedules	22

SIGNATURES		23

	●	Board leadership;
	●	Director independence, qualifications, diversity, education, retirement, evaluation and conflicts of interest; and
	●	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.

Board Diversity Matrix (as of April 26, 2024)
Total Number of Directors	10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	8	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	8	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	1

	Year	Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(2)		Nonequity Incentive Plan Compen- sation		All Other Compensation ($)(3)		Total ($)

Jon W. Swets	2023		410,417		0		104,996		0		0		15,522		533,935
Chief Executive Officer and President and a director of the Company and the Bank	2022		370,000		0		84,990		0		0		14,522		469,512

Craig A. Hankinson	2023		398,750		0		94,990		0		0		15,522		509,262
Senior Vice President of the Company and Chief Operating Officer of the Bank	2022		370,000		0		84,990		0		0		14,522		469,512

Jill A. Walcott	2023		308,333		0		69,994		0		0		10,630		388,957
Senior Vice President of the Company and Chief Retail Banking Officer of the Bank	2022		282,500		0		45,000		0		0		9,711		337,211

Ronald L. Haan (4)	2023		479,170		0		0		0		0		205,946		685,113
Retired Chief Executive Officer and President and a director of the Company and the Bank	2022		540,000		0		124,992		0		0		19,058		684,050

(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, 2023. The stock awards granted on November 16, 2023, vest at a rate of one-third each year beginning on November 16, 2024, and fully vest on November 16, 2026. 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 $13,200 in 2023 and $12,200 in 2022. Employer contributions to the Company’s 401(k) plan for Mr. Swets were $13,200 in 2023. Includes two months of retirement payout for Mr. Haan in accordance with his retirement agreement effective November 1, 2023.
(4)	Mr. Haan entered into a Retirement Agreement with the Company effective November 1, 2023. Salary amounts shown are for January 1, 2023 through October 31, 2023. Payouts under the retirement agreement for November 1 through December 31, 2023 are shown in All Other Compensation.

		Stock Awards: Number of Shares of Stock or Units (1) (#)		Grant Date Fair Value of Stock Awards (2) ($)
Name	Grant Date
Jon W. Swets	11/16/2023		10,703		104,996
Craig A. Hankinson	11/16/2023		9,683		94,990
Jill A. Walcott	11/16/2023		7,135		69,994

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)⁽¹⁾		Value Realized On Vesting ($)⁽²⁾⁽³⁾
Ronald L. Haan		23,079		211,404
Jon W. Swets		7,795		73,485
Craig A. Hankinson		8,604		81,130
Jill A. Walcott		4,579		43,178

		Stock Awards(1)
Name	Award 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)

Jon W. Swets	11/10/2021		2,474		27,907
	11/09/2022		5,069		57,178
	11/16/2023		10,703		120,730
Craig A. Hankinson	11/10/2021		2,854		32,193
	11/09/2022		5,069		57,178
	11/16/2023		9,683		109,224
Jill A. Walcott	11/10/2021		1,522		17,168
	11/09/2022		2,684		30,276
	11/16/2023		7,135		80,483

Year	Summary Compensation Table Total for PEO #1 ($)		Summary Compensation Table Total for PEO #2 ($)		Compensation Actually Paid to PEO #1 ($)(1)(2)		Compensation Actually Paid to PEO #2 ($)(1)(2)		Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(3)		Value of Initial Fixed $100 Investment Based On TSR ($)		Net Income ($)
2023		685,113		533,935		649,570		544,546		449,110		457,017		146.36		43,224,000
2022		684,050		---		735,070		---		469,512		499,511		107.73		34,731,000
2021		637,653		---		639,989		---		437,579		432,278		85.00		29,014,000

Triggering Event and Payments/Benefits	Jon W. Swets		Craig A. Hankinson		Jill A. Walcott
Change in Control⁽¹⁾⁽²⁾	$	930,444	$	917,385	$	486,155
Retirement⁽³⁾		205,815		198,595		127,927
Death or Disability⁽⁴⁾		43,381		46,038		25,091

(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 1.5 times his average annual compensation, in the case of Messrs. Swets and Hankinson and 1.0 times their average annual compensation in the case of Ms. Walcott. In addition, Messrs. Swets and Hankinson are entitled to a health coverage payment equal to 24 times the Company’s monthly pre-tax cost of contributions towards their health and welfare benefits and Ms. Walcott is entitled to a health care coverage payment equal to 12 times the Company’s monthly pre-tax cost of contributions towards her 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.

(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, 2023 of $11.28.

(1)	Compensation actually paid includes summary compensation total, adjusted for changes in the market value of outstanding restricted stock during the year and dividends earned on unvested restricted stock.
(2)	Change in market value of outstanding restricted stock for PEO #1 was ($43,160) in 2023, 46,523 in 2022 and ($1,867) in 2021. Addition for dividends paid on unvested restricted stock of PEO was $7,616 in 2023, $4,497 in 2022 and $4,203 in 2021. Change in market value of outstanding restricted stock for PEO #2 was $7,075 in 2023. Addition for dividends paid on unvested restricted stock of PEO #2 was $3,536 in 2023.
(3)	Change in market value of outstanding restricted stock for Non-PEO NEOs was $4,975 in 2023, $26,920 in 2022 and ($8,193) in 2021. Addition for dividends paid on unvested restricted stock of Non-PEO NEOs was $2,932 in 2023, $3,079 in 2022 and $2,892 in 2021.

	●	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 Compensation($)		Total($)

Nicole S. Dandridge (4)		40,800		18,992		---		59,792
Charles A Geenen		42,900		18,992		---		61,892
Robert L. Herr		46,200		18,992		---		65,192
Birgit M. Klohs		41,900		18,992		---		60,892
Michael K. Le Roy		41,900		18,992		---		60,892
Douglas B. Padnos		42,300		18,992		---		61,292
Richard L. Postma		---		---		---		---
Thomas P. Rosenbach		49,800		18,992		---		68,792

(1)	Amounts in this column reflect amounts paid in cash for services as a director in 2023.
(2)	Stock option awards were not granted in 2023. 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, 2023. Amounts in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 178 (formerly FAS 123R). On November 16, 2023, each director (except Mr. Postma who does not accept any compensation for his services as a director) was granted a restricted stock award of 1,936 shares. These awards vest at a rate of one-third each year beginning on November 16, 2024, and fully vest on November 16, 2026. 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 3,791 stock awards outstanding at December 31, 2023, except Mr. Postma who had no stock awards outstanding at December 31, 2023 as he does not accept any compensation for his services as a director and Ms. Dandridge, whose awards were assigned to White Bay Capital.
(4)	All compensation received by Ms. Dandridge was assigned to White Bay Capital.

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		5,319,788		5,319,788		---		5,319,788		15.5	%
BlackRock, Inc.(3) 50 Hudson Yards New York, NY 10001		1,721,194		1,766,672		---		1,766,672		5.1	%

(1)	The percentage set forth in this column was calculated on the basis of 34,361,562 shares of common stock outstanding as of December 31, 2023.
(2)	Based on a Form 4 dated November 17, 2023 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.
(3)	Based on a Schedule 13G dated December 31, 2023 filed by BlackRock, Inc.

	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)
Nicole S. Dandridge		---		---		---		*
Charles A. Geenen		123,724		---		123,724		*
Ronald L. Haan		170,039		144,048		314,087		*
Craig A. Hankinson		17,606		64,136		81,742		*
Robert L. Herr		4,767		23,310		28,077		*
Birgit M. Klohs		17,269		---		17,269		*
Michael K. Le Roy		12,702		---		12,702		*
Douglas B. Padnos		120,087		15,781		135,868		*
Richard L. Postma		1,559,639		---		1,559,639		4.5	%
Thomas P. Rosenbach		75,702		---		75,702		*
Jon W. Swets		148,512		1,995		150,507		*
Jill Walcott		87,970		393,152		481,122		1.4	%

All directors and executive officers as a group (10 persons)		2,338,017		642,422		2,980,439		8.7	%

(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, 2023.
(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 34,361,562 shares of common stock outstanding as of December 31, 2023.

	●	Audit Committee
	●	Compensation Committee
	●	Governance Committee

Director	Independent Director(1)	Audit Committee	Compensation Committee	Governance Committee
Nicole S. Dandridge	Yes	Member		Member
Charles A. Geenen	Yes		Member
Robert L. Herr	Yes	Member	Member
Birgit M. Klohs	Yes	Member		Member
Michael K. Le Roy	Yes	Member	Member
Douglas B. Padnos	Yes		Member	Member
Richard L. Postma	Yes	Member	Chairman	Chairman
Thomas P. Rosenbach	Yes	Chairman	Member	Member
Ronald L. Haan	No
Jon W. Swets	No

●	the integrity of the financial reports and other financial information disclosed by the Company;
●	the Company's systems of disclosure controls and procedures and internal controls over financial reporting;
●	legal compliance and the establishment of a code of ethics;
●	independence and performance of the Company's independent auditors (who are ultimately responsible to the Board of Directors and the Audit Committee);
●	the Company's auditing, accounting and financial reporting processes generally;
●	the Bank's risk management and loan review functions; and
●	compliance with orders, agreements, understandings, resolutions or similar commitments or with regulatory agencies with authority over the Company or the Bank.

	2023		2022

Audit Fees(1)	$	406,200	$	367,745
Audit-Related Fees(2)		23,000		21,000
Tax Fees(3)		24,750		24,700
All Other Fees		0		0

(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.
(2)	Audit-related services consist principally of services related to the annual audit of the Bank's 401(k) plan.
(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 $24,750 and $24,700 of the total tax fees for 2023 and 2022, 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.

(a)	The following documents are filed as part of this report:

	(1)	Exhibits. The exhibits listed in the Index to Exhibits of the Original Filing, which was filed with the SEC on February 15, 2024, and the exhibits listed in the Index to Exhibits of this Amendment are filed with, or incorporated by reference in this report.

Exhibit No.	Description of Exhibit
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

MACATAWA BANK CORPORATION

/s/ Jon W. Swets
Jon W. Swets
Chief Executive Officer
(Principal Executive Officer)

/s/ Bryan L. Barker
Bryan L. Barker
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

Signature

*/s/ Richard L. Postma		April 29, 2024
Richard L. Postma, Chairman of the Board

/s/ Jon W. Swets		April 29, 2024
Jon W. Swets, Chief Executive Officer

*/s/ Ronald L. Haan		April 29, 2024
Ronald L. Haan, Director

*/s/ Douglas B. Padnos		April 29, 2024
Douglas B. Padnos, Director

*/s/ Michael K. Le Roy		April 29, 2024
Michael K. Le Roy, Director

*/s/ Charles A. Geenen		April 29, 2024
Charles A. Geenen, Director

*/s/ Birgit M. Klohs		April 29, 2024
Birgit M. Klohs, Director

*/s/ Robert L. Herr		April 29, 2024
Robert L. Herr, Director

*/s/ Nicole S. Dandridge		April 29, 2024
Nicole S. Dandridge, Director

*/s/ Thomas P. Rosenbach		April 29, 2024
Thomas P. Rosenbach, Director

SEC Form 10-K/A filed by Macatawa Bank Corporation (Amendment)