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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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130 South Cedar Street
Manistique, Michigan 49854

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 24, 201625, 2021

              NOTICE IS HEREBY GIVEN that the 2021 annual meeting of shareholders (the "Annual Meeting of ShareholdersMeeting") of Mackinac Financial Corporation, a Michigan corporation (the"Corporation"), a Michigan corporation, will be held on Tuesday, May 24, 2016,25, 2021, at 11:00 a.m. EDT, at The Landmark Inn, 230 N. Front Street, Marquette, Michigan 49855,virtually via a live webcast, for the following purposes:

1.

To elect three (3) Directors,four directors, each to hold office for a three-year term;



2.

To approve the Corporation's compensation of ourits named executive officers as disclosed in the accompanying proxy statement (this is a non-binding, advisory vote) ("Say-on-Pay")(also referred to as the "say-on-pay" proposal);



3.

To ratify the appointment of Plante & Moran, PLLC as the Corporation's independent auditors for the year ending December 31, 2016;2021; and



4.

To transact such other business as may properly come before the annual meetingAnnual Meeting or any adjournment thereof, all in accordance with the accompanying proxy statement.

              The Board of Directors of the Corporation (the "Board") recommends a vote for proposals 1 and 2, and for the ratification of proposal 3.

              The Board of Directors has fixed April 8, 2016,13, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the meetingAnnual Meeting or any adjournment of the meeting.Annual Meeting.

              We call your attention to the proxy statement accompanying this notice for a more complete statement regarding the matters to be acted upon at the annual meeting.Annual Meeting. Please read it carefully.

              If you have questions or comments, please direct them to Mackinac Financial Corporation, 130 South Cedar Street, Manistique, Michigan 49854, Attention: Paul D. Tobias. Please also contact Paul D. Tobias if you would like directions to the annual meeting.

By order of the Board of Directors
/s/ Paul D. Tobias
Paul D. Tobias
Chairman and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON May 24, 2016:MAY 25, 2021: The Proxy Statement, Form 10-K for the year ended December 31, 20152020 and the 20152020 Annual Report to Shareholders are available at www.bankmbank.com.

Your vote is important. Even if you plan to attend the meeting,Annual Meeting electronically, please date and sign the enclosed proxy form, indicate your choice with respect to the matters to be voted upon, and return it promptly in the enclosed envelope. Note that if the stock is held in more than one name, all parties must sign the proxy form.

Dated: April 19, 201622, 2021

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130 South Cedar Street
Manistique, Michigan 49854

April 19, 201622, 2021

PROXY STATEMENT

              This proxy statement and the enclosed proxy are furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Mackinac Financial Corporation, a Michigan corporation (the"Corporation"), a Michigan corporation, to be voted at the Annual Meeting2021 annual meeting of Shareholdersshareholders of the Corporation (the "Annual Meeting") to be held on Tuesday, May 24, 2016,25, 2021, at 11:00 a.m. EDT, virtually via a live webcast at The Landmark Inn, 230 N. Front Street, Marquette, Michigan 49855,www.virtualshareholdermeeting.com/MFNC2021, for the purposes set forth in the accompanying notice and in this proxy statement.

              This proxy statement is being mailed on or about April 19, 2016,22, 2021, to all holders of record of common stock of the Corporation as of the record date. The Board of Directors of the Corporation has fixed the close of business on April 8, 2016,13, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the meetingAnnual Meeting and any adjournment of the meeting.Annual Meeting. As of the record date, there were 6,231,24610,550,393 shares of common stock outstanding. Each outstanding share will entitle the holderof common stock is entitled to one vote on each matter presented for vote atproperly brought before the meeting.Annual Meeting.

              If a proxy in the enclosed form is properly executed and returned to the Corporation, the shares represented by the proxy will be voted on each matter that properly arises at the meetingAnnual Meeting and any adjournment of the meeting.Annual Meeting. If a shareholder specifies a choice as to a particular matter, the proxy will be voted as specified.If no choice is specified, the shares represented by the proxy will be votedfor the election of all of the nominees named in the proxy statement,for the Say-on-Paysay-on-pay proposal,for ratification of the independent auditors, and in accordance with the judgment of the persons named as proxies with respect to any other matter which may come before the meeting.Annual Meeting.

              Brokers do not have discretion to cast votes on non-routine matters with respect to any shares held in street name for which they have not received voting directions from the beneficial owners. Therefore, if you hold your shares in street name, you must vote your proxy if you wish your shares to be voted in the election of directors, as well as with respect to the approval of the Amended and Restated Articles of Incorporation, approvalCorporation's compensation of the compensation of our executives or to approve the adjournment of the annual meeting.named executive officers. A proxy may be revoked before exercise by notifying the Chief Executive Officer of the Corporation in writing or in open meeting, by submitting a proxy of a later date or attendingparticipating in the meetingAnnual Meeting and voting in person.electronically. All shareholders are encouraged to date and sign the enclosed proxy, indicate youra choice with respect to the matters to be voted upon, and return it to the Corporation.

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Quorum, Required Vote, and Related Matters

              Quorum.    A quorum is present if a majority of the votes entitled to be cast on a proposal are represented at the annual meetingAnnual Meeting in person or by proxy. For purposes of determining a quorum, shareholders who are present in person or are represented by proxy, but who abstain from voting, are considered present and count toward the determination of the quorum.whether a quorum is present. Shares reported as broker non-votes are also considered to be shares present for purposes of determining whether a quorum is present.

              "Street Name" Accounts.    If you hold shares in "street name" with a broker, bank, or other custodian, you will receive voting instructions from the holder of record of your shares. In some cases, a broker may be able to vote your shares even if you provide no instructions. But on other matters (such as the election of directors and the approval of the Corporation's compensation of its named executive compensation)officers) your broker may vote the shares held for you only if you provide voting instruction.instructions. Shares for which a broker does not have the authority to vote are recorded as a "broker non-vote"non-votes" and are not counted in the vote by shareholders.

              If you hold your shares in street name through a broker, bank, or other nominee, it is critical that you cast your vote if you want it to count in the election of our director nominees or for the approval of the Say-on-Paysay-on-pay proposal. In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your broker, bank, or other nominee was allowed to vote those shares on your behalf as they felt appropriate. However, certain regulations prohibit your broker, bank, or other nominee from voting uninstructed shares on a discretionary basis on proposals one two, or threetwo at the annual meeting.Annual Meeting. Thus, if you hold your shares in street name and you do not instruct your broker how to vote at the meeting,Annual Meeting, no votes will be cast on your behalf for proposals one two, or three.two. Further, if you abstain from voting on a particular proposal, the abstention does not count as a vote in favor of or against thea particular proposal.

              Proposal No. 1 – Election of Directors.    Directors are elected by a plurality of the votes cast by the shares entitled to vote. For this purpose, a "plurality" means that the individuals receiving the largest number of votes are elected as directors. You may vote in favor of the nominees specified on the accompanying form of proxy or may withhold your vote as to one or more of such nominees. Shares withheld or not otherwise voted in the election of directors (because of abstention, broker non-vote, or otherwise) will have no effect on the election of directors.

              Proposal No. 2 – Say-on-Pay.    With respect to proposal no. 2, theThe say-on-pay proposal will be approved if the number of shares of common stock voted in favor of the matter exceedexceeds the number of shares of common stock voted against the matter.This vote is advisory and will not be binding upon our board of directors.the Board. However, the Compensation CommitteeBoard and the Board of DirectorsCompensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. If a shareholder submits a proxy but does not specify how he or shesuch shareholder would like it to be voted, then the proxy will be voted "FOR" the approval of the Corporation's compensation of the Corporation'sits named executive officers. Abstentions, broker non-votes or the failure to return a signed proxy will not be counted as either a vote for or against this proposal, so abstentions, broker non-votes and the failure to return a signed proxy will not affect the approval of the non-binding resolution to approve the Corporation's compensation of the Corporation'sits named executive officers.

              Proposal No. 3 – Ratification of Independent Auditors.    The appointment of Plante & Moran, PLLC as independent auditors will be ratified if more shares are voted for the ratification than are voted against the ratification. If a shareholder submits a proxy but does not specify how he or she would like it to be voted, then the proxy will be voted "FOR" the ratification. Shares not voted (because of abstention, broker non-vote, or otherwise) will have no effect on the ratification.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

              The Bylaws and Articles of Incorporation and Third Amended and Restated Bylaws of the Corporation ("Bylaws") provide for a Board of Directors consisting of a number of members to be determined by a resolution adopted by the affirmative vote of at least eighty percent (80%)80% of the Board of Directors and a majority of the Continuing Directors"Continuing Directors" (as defined in the Bylaws). The Board currently consists of Directors has fixed the number of Directors at ten (10).nine members. The Articles of Incorporation and Bylaws of the Corporation and the Bylaws also provide for the division of the Board of Directors into three (3) classes of nearly equal size with staggered three-year terms of office. See "Information about Directors and Nominees – Nominees—Director Information" below. ThreeFour persons have been nominated for election to the Board at the Annual Meeting, each to serve a three-year term expiring at the 20192024 annual meeting of shareholders.

              Unless otherwise directed, by a shareholder's proxy, the persons named as proxy holders in the accompanying proxy will vote for Messrs. Mahaney, Tobias,Aspatore, Orley, Paschke, and Steinhardt,Thomson, the nominees named below. Messrs Mahaney, Tobias,Messrs. Aspatore, Orley, Paschke and SteinhardtThomson are currently Directorsdirectors of the Corporation and its subsidiary, mBank (the"Bank"), and are the members of the class of Directorsdirectors of the Corporation whose terms will expire at the 2016 annual meeting.Annual Meeting. In the event that any of the nominees become unavailable, which is not anticipated, the Board, of Directors atin its discretion, may reduce the number of Directorsdirectors or designate substitute nominees, in which event the enclosed proxy will be voted for such substitute nominees. Proxies cannot be voted for a greater number of personsdirectors than the number of nominees named.

Information about Directors and Nominees

Director Information

              The Corporation believes that the Board as a whole should encompass a range of talent, skill, diversity, and expertise that enables the Board to provide sound guidance with respect to the Corporation's operations and interests. The following information has been furnished to the Corporation by the respective Directors.directors. Each of them has been engaged in the occupations stated below during the periods indicated, or if no period is indicated, for more than five years.

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Director Independence

              The Corporation believes thatBoard recently undertook its Board as a whole should encompass a rangeannual review of talent, skill, diversity, and expertise enabling it to provide sound guidancedirector independence in accordance with respect to the Corporation's operations and interests. In addition to considering a candidates' background and accomplishments, candidates are reviewed to maintain the current majority of Directors which qualify as "independent" under theapplicable rules of the Nasdaq Stock Market, LLC ("Nasdaq"). The independence rules include a series of objective tests, including that the director is not employed by the Corporation and has not engaged in various types of business dealings with the Corporation. In addition, the Board is required to make a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and the Corporation with regard to each director's business and personal activities as they may relate to the Corporation and its management.

              The Corporation's Board has considered the independenceaffirmatively determined, after considering all of the nominees for election at the annual meeting,relevant facts and the continuing Directors under the rules of Nasdaq. The Board has determinedcircumstances, that all of the director nominees and continuing Directorsdirectors are independent directors under the applicable rules of Nasdaq, rules except for Mr. Tobias, Chairman and Chief Executive Officer of the Corporation and Chairman of the Bank,Bank; and Mr. George, President of the Corporation and President and Chief Executive Officer of the Bank, and Director Robert Mahaney.Bank. Messrs. Tobias and George are not independent because of their services as Executive Officersexecutive officers of the Corporation and the Bank. Mr. Mahaney

              Each member of the Audit and Risk Committee, Compensation Committee and Nominating and Governance Committee is not independent under Nasdaq rules as a resultrules. In addition, the Board has affirmatively determined that the members of the transaction described under "IndebtednessAudit and Risk Committee and Compensation Committee qualify as independent in accordance with the additional independence rules established by the Securities Exchange Commission (the "SEC") and Nasdaq.

              There are no family relationships between or among any of and Transactions with Management" below.the directors, nominees, or executive officers of the Corporation.

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PROPOSAL NO. 2: NON-BINDING, ADVISORY VOTE ON COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

              The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the ""Dodd-Frank Act"Act") enables ourthe Corporation's shareholders to vote to approve, on a non-binding basis, the Corporation's compensation of the Corporation'sits named executive officers. Atofficers, In 2019, at our annual meeting, the Corporation's 2013 annual meeting, shareholders were asked to recommend how often they should be given the opportunity to cast this advisory vote. Consistent with the Board's recommendation, the shareholders voted to hold the advisory vote on an annual basis until the next required vote on the frequency of shareholder votes on executive compensation. Accordingly, we are asking you to approve the compensation of the Corporation's named executive officers as described under "Compensation of Directors and Executive Officers" and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy statement. In 2014, we held our first shareholder advisory vote on the compensation of our named executive officers, and shareholdersShareholders have voted in support of our executive compensation strategy.strategy in each of the past five years. Our next advisory, non-binding vote on the frequency of future advisory votes on executive compensation will be at the 2025 annual meeting of stockholders.

              The Corporation seeks to align the interests of ourits named executive officers with the interests of ourits shareholders. Therefore, ourthe Corporation's compensation programs are designed to reward ourits named executive officers for the achievement of strategic and operational goals and the achievement of increased shareholder value, while at the same time avoiding the encouragement ofwithout unnecessary or excessive risk-taking. We believe that ourthe Corporation's compensation policies and procedures are competitive and focused on performance and are aligned with the long-termlong term interest of ourits shareholders.

              The proposal described below, commonly known as a "Say-on-Pay""say-on-pay" proposal, gives you as a shareholder the opportunity to express your views regarding the Corporation's compensation of theits named executive officers by voting to approve or not approve such compensation as described in this proxy statement. This vote is advisory and will not be binding upon the Corporation, the board of directors,Board, or the human resources/compensation committee.Compensation Committee. However, the Corporation, the Board, of Directors, and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the Corporation's overall compensation of ourits named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission (the"SEC").SEC.

              The board of directorsBoard believes ourthe Corporation's compensation policies and procedures achieve this objective, and therefore recommend that shareholders vote "FOR" the proposal through the following resolution:

              "RESOLVED, that the compensation paid to the Corporation's named executive officers, as disclosed in the Corporation's Proxy Statementproxy statement for the 2016 Annual Meeting2021 annual meeting of Shareholdersshareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and any related material disclosed in the Proxy Statement,such proxy statement, is hereby APPROVED."

              If a quorum is present, the proposal will be approved if the number of shares of common stock voted in favor of the matter exceedexceeds the number of shares of common stock voted against the matter. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcome of the vote on this matter.

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PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

              The Audit and Risk Committee has selected Plante & Moran, PLLC ("Plante"Plante Moran"), as independent auditors for the Corporation for the fiscal year ending December 31, 2016.2021. The services provided to usthe Corporation and ourits subsidiaries by Plante Moran for 20152020 and 20142019 are described below, under the caption "Relationship with Independent Certified Public Accountants."

              We are asking shareholders to ratify the selection of Plante Moran as ourthe Corporation's independent auditors. Although ratification is not legally required, the Board is submitting the selection of Plante Moran to ourthe shareholders for ratification as a matter of good corporate governance. Representatives of Plante Moran are expected to be present at the Annual Meeting to respond to appropriate questions and to make such statements as they may desire.

              The affirmative voteappointment of the holders of the majority of the shares represented in person or by proxy and entitled to vote on this itemPlante Moran as independent auditors will be requiredratified if more shares are voted for approval.the ratification than are voted against the ratification. Shares not voted (because of abstention, broker non-vote, or otherwise) will have no effect on the ratification.

              If ourthe shareholders do not ratify the appointment of Plante Moran, the appointment will be reconsidered by the Audit and Risk Committee and the Board. Even if the selection is ratified, the Audit and Risk Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Corporation and ourits shareholders.

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EXECUTIVE OFFICERSBOARD OF DIRECTORS AND COMMITTEES

              The Executive Officers of the Corporation serve at the pleasure of the Board of Directors. Set forth below are the current Executive Officers of the Corporation and a brief explanation of their principal employment during at least the last five years. Additional information concerning employment agreements of Executive Officers of the Corporation is included elsewhere in this proxy statement under the heading "Executive Compensation."Meetings

              Paul D. Tobias – Age 65 – ChairmanAll directors are expected to attend all meetings of the Board and Chief Executive Officer of the Corporation and Chairman of the Board of the Bank. Mr. Tobias was appointed to his present positions with the Corporation and the Bank in November 2006.

Kelly W. George – Age 48 – President of the Corporation and President and Chief Executive Officer of the Bank. Mr. George was appointed as President of the Corporation and as Chief Executive Officer of the Bank in November 2006.

Ernie R. Krueger – Age 66 – Executive Vice President and Chief Financial Officer of the Corporation and the Bank. Mr. Krueger was appointed to his current positions in October 2006.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

committees on which they serve. The Board met nine times during 2020. In 2015,2020, each director attended more thanat least 75% of the totalaggregate number of all meetings of the boardBoard and the committees on which they serve. In addition, all board members are expected to attend the annual meeting of shareholders,he served.

Board and all attended the 2015 Annual Meeting Shareholders.Committee Membership

              Current boardBoard and committee membership in 2015memberships are shown in the table below.

Audit and Risk Committee

              The Audit and Risk Committee is a separately-designated standing Committeecommittee of the Board of Directors established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the"Exchange Act"). The Audit and Risk Committee has responsibility for, among other things:

•

Appointingappointing or replacing the Corporation's independent auditors;



•

Overseeingoverseeing the work of the independent auditors (including resolution of any disagreements between the Corporation's management and the auditors regarding financial reporting);



•

Reviewingreviewing the independent auditors' performance, qualifications and independence;

•

Approvingapproving all auditing and permitted non-auditing services to be performed by the independent auditors with limited exceptions;



•

Reviewingreviewing the Corporation's financial statements, internal audit function and system of internal controls;



•

Overseeingoverseeing compliance by the Corporation with legal and regulatory requirements and with the Corporation's Codecode of Business Conductbusiness conduct and Ethics;ethics; and



•

Producingproducing the report required by federal securities regulations for inclusion in the Corporation's Proxy Statement.proxy statement.

              The Board of Directors has adopted a charter for the Audit Committee, a copy of which is available on the Corporation's website at www.bankmbank.com.

              The current members of the Audit Committee are Messrs. Aspatore (chairman), Bittner and Paschke, all of whom are considered independent, as independence for audit committee members is defined in applicable SEC and Nasdaq rules. In addition, the Board of Directors has affirmatively determined that each of the members of the audit committee and compensation committee qualify as independent under the same standards. The Board has determined that Mr. Aspatore is an "audit committee financial expert" as that term is defined by the SEC. The Audit Committee held eight meetings in 2015.

Nominating Committee

              The Nominating Committee is responsible for, among other things:

•

Identifying new candidates who are qualified to serve as Directors of the Corporation;



•

Recommending to the Board of Directors the candidates for election to the Board and for appointment to the Board's Committees; and



•

Considering any nominations for Director submitted by shareholders.

              The current members of the Nominating Committee are Messrs. Patterson (chairman), Aspatore, Garea and Paschke. All members are considered independent under the applicable Nasdaq rules. The Nominating Committee held one meeting in 2015.

              The Board of Directors has adopted a charter for the NominatingRisk Committee, a copy of which is available on the Corporation's website at www.bankmbank.com. The Audit and Risk Committee held eight meetings in 2020.

              The Board has determined that each Audit and Risk Committee member has sufficient knowledge in reading and understanding financial statements to serve on the Audit and Risk Committee. The Board has further determined that each of Mr. Paschke and Mr. Thomson qualify as an "audit committee

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financial expert" in accordance with SEC rules. The designation of an "audit committee financial expert" does not impose upon such person any duties, obligations or liabilities that are greater than those which are generally imposed on him as a member of the Audit and Risk Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the Audit and Risk Committee or the Board.

Nominating and Governance Committee

              The Nominating and Governance Committee (the "NGC") is responsible for, among other things:

•

identifying new candidates who are qualified to serve as directors of the Corporation;



•

recommending to the Board the candidates for election as directors and for appointment to the Board's committees; and



•

considering any director nominations submitted by the shareholders.

              The Board has adopted a charter for the NGC, a copy of which is available on the Corporation's website at www.bankmbank.com. The NGC held four meetings in 2020.

In the past, the committeeNGC has identified potential nominees through recommendations made by executive officers and non-management directors and has evaluated themsuch potential nominees based on their resumes and through references and personal interviews. The Corporation has not paid any third party fee to assist in the process of identifying or evaluating director nominees. No shareholder, other than an officer or director, has ever submitted a suggestion for a nominee, but if the committee were to receive such a suggestion, it expects it would evaluate that nominee in substantially the same manner as required by its charter.

The Corporation does not have a formal policy with regard to the consideration of diversity in identifying Directordirector nominees, but the Nominating CommitteeNGC strives to nominate Directorsdirectors with a variety of complementary skills so that, as a group, the Board will possesspossesses the appropriate talent, skills, and expertise to oversee the Corporation's businesses.

              The Nominating Committee will consider candidates nominated byUpon receipt of suggestions from shareholders director nominations, the NGC considers such candidate in accordance with the procedures set forth in the Corporation's Articles of Incorporation and in the Nominating Committee's charter, pursuant to which the Nominating Committee would applyNGC's charter. The NGC applies the same qualification criteria and consideration factors to shareholder director nominees as are applicable to its own nominees. Under the Corporation's Articles of Incorporation, nominations other than those made by the Board of Directors or the Nominating CommitteeNGC must be made pursuant to timely notice in proper written form to the Secretary of the Corporation. To be timely, a shareholder's request to nominate a person for election to the Boardas a director at thean annual meeting of shareholders, together with the written consent of such person to serve as a Director,director, must be received by the Secretary of the Corporation not less than 60 nor more than 90 days prior to the first anniversary date of the annual meeting of shareholders in the immediately preceding year. To be in proper written form, the notice must contain certain information concerning the nominee and the shareholder submitting the nomination.

              With respect to each person proposed to be nominated as a director, the Nominating CommitteeNGC must be provided with the following information: (i) the name, address (business and residence), date of birth, principal occupation or employment of such person (present and for the past five (5) years); (ii) the number of shares of the Corporation such person beneficially owns (as such term is defined by Section 13(d) of the Exchange Act); and (iii) any other information relating to such person that would be required to be disclosed in a definitive proxy statement to shareholders prepared in connection with an election of Directorsdirectors pursuant to Section 14(a) of the Exchange Act. The Nominating CommitteeNGC may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of such person to serve as a Directordirector of the Corporation. No person is eligible for election as a Directordirector of the Corporation unless nominated in accordance with the procedures set forth in the Articles of Incorporation.

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Compensation Committee

              The current Compensation Committee of the Board of Directors is comprised of Messrs. Steinhardt (chairman), Aspatore, Bittner, Garea, Orley, Paschke and Patterson, each of whom is considered independent under Nasdaq rules defining independence. The Compensation Committee held two meetings in 2015.              The Compensation Committee's primary functions are: (i) to review and recommend to the Board all persons to be elected as Chairman, Chief Executive Officer, President, Chief Financial Officer and other executive positions; (ii) to review all material performance criteria used in evaluating Executive Officersexecutive officers of the Corporation, including their compensation; and (iii) to review and approve the annual base salary level, annual incentive opportunity level, long-termlong term incentive opportunity level, employment and other agreements, and other benefits of the Executive Officers.executive officers. The primary responsibilitiesresponsibility of the Compensation Committee areis to ensure that the Corporation's compensation available to the Board of Directorsits directors and officers of the Corporation:officers:

•

enables the Corporation to attract and retain high quality leadership;



•

provides competitive compensation opportunities;



•

supports the Corporation's overall business strategy; and



•

maximizes shareholder value.

              The Board has adopted a charter for the Compensation Committee, a copy of which is available on the Corporation's website at www.bankmbank.com. The Compensation Committee's charter allows for delegation of certain of its functions to subcommittees or otherwise; however, no such functions were delegated in 2020. The Compensation Committee held two meetings in 2020.

In 2015,2020, the Compensation Committee reviewed earnings information and other performance metrics relative to the historical compensation of executive management and comparative information prepared both internally and from external providers. The Compensation Committee also reviewed management's recommendations for compensation levels of all of the Corporation's senior executive officers and considered these recommendations with reference to relative compensation levels of like-size financial institutions. The totality of the information reviewed by the Compensation Committee was considered when establishing current executive salary levels, and similar analysis will be considered when reviewing and establishing future salaries and long term incentives.

              The Corporation's compensation policies and practices were evaluatedare designed to ensure that they do not foster risk taking above the level or risk associated with the Corporation's business model. For this purpose, the Compensation Committee consideredgenerally considers the Corporation's growth and returnfinancial performance, volatility and leverage, and the time horizon of the Corporation's investments; and comparedcomparing them to the performance metrics leverage, and time horizon ofincluded in the Corporation's compensation policies and practices. Westrategic plan. The Compensation Committee also evaluatedgenerally evaluates management's compensation in light of other specific risk parameters such as credit, liquidity and interest rate risk.parameters. Based on this assessment, the Corporation concludedCompensation Committee believes that itthe Corporation has a balanced pay and performance program that does not promote excessive risk taking.

              The Compensation Committee charter is available on the Corporation's website at www.bankmbank.com. The Committee reviews management recommendations for contracts and compensation levels of all senior executive officers. The Committee considers these recommendations in reference to relative compensation levels of like-size financial institutions. The Compensation Committee charter allows for delegation of certain of its functions to subcommittees or otherwise, however, no such functions were delegated in 2015.

Attendance of Directors; Family Relationships

              The Board of Directors held a total of 9 meetings during 2015. No Director attended less than 75% of the aggregate number of meetings of the Board of Directors and the Committees on which he served in 2015. There are no family relationships between or among any of the Directors, nominees, or Executive Officers of the Corporation.

Communication with Directors; Attendance at Annual Meetings; Code of Ethics

              The Corporation's Board provides a process forinvites shareholders to send communications to the Board or any of the Directors. Shareholders may send written communications to the Board or any one or more of the individual Directorsdirector by mail, c/o Corporate Secretary, Mackinac Financial Corporation, 130 South Cedar Street, Manistique, Michigan 49854. All communications will be compiled by the Corporation's Corporate Secretary and submitted to the Board or the individual Directorsdirector(s) on a regular basis unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Corporation's business, or communications that relate to improper or irrelevant topics.

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              It is the Corporation's policy that allAll directors are expected to attend annual meetings of the Directors and nominees for election as Directors at the annual meeting attend the annual meetingshareholders, except in cases of extraordinary circumstances. All of the nominees for election at the 2016 annual meeting of shareholders and all other Directorsour current directors attended the 20152020 annual meeting of shareholders. The Corporation expectsanticipates that all nominees and Directors todirectors will attend the 2016 annual meeting.this year's Annual Meeting as well.

              The Corporation has a business conduct and code of ethics policy for all employees, officers and directors of the Corporation and its subsidiaries. Among other things, the business conduct and code of ethics policy includes provisions regarding ethical conduct, compliance with law, conflicts of interest, insider trading and certain investment and other opportunities, competition and fair dealing, discrimination and harassment, record keeping of personal transactions, accounting matters, confidentiality, and reporting of violations. The Corporation has posted copies of its business conduct and code of ethics policy on its corporate website, at www.bankmbank.com, under "MFNC Investor Relations – Corporate Overview – Governance Documents." Any amendments to such policy, or any waivers that are required to be disclosed by the link "Corporate Governance." If further matters are documented,rules of either the SEC or if those documents (including the business conduct and code of ethics policy) are changed, waivers from the business conduct and code of ethics policy are

granted, or new procedures are adopted, those new documents, changes and/or waiversNasdaq, will be disclosed on the corporate website at the internet address above, in a press release or on a Current Report on Form 8-K.

Board Leadership Structure

              The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Corporation to make that determination based on the then-current position and direction of the Corporation and the membership of the Board. The Board believes having the Chief Executive Officer also fill the role of Chairman is more efficient and effective at this time. The Board has also determined that having an independent director serve as "Lead" Director"lead director" is in the best interest of the Corporation's shareholders. The lead independent director is responsible for, among other duties:things: (i) acting as a liaison and channel for communication between the Chief Executive Officer and the independent Directors;directors; (ii) considering questions of conflicts of interest of the Chief Executive Officer, other management and other Board members; and (iii) coordinating, developing the agenda and leading executive sessions of the independent Directorsdirectors and communicating the results thereof to the Chief Executive Officer. This structure ensures a greater role for the independent Directorsdirectors in the oversight of the Corporation and active participation of the independent Directorsdirectors in setting agendas and establishing Board priorities and procedures. Further, this structure permits the Chief Executive Officer to focus on the management of the Corporation's day-to-day operations.

Board's Role in Risk Oversight

              The Corporation faces a variety of risks, including credit risk, liquidity risk, and operational risk. The Board has implemented a risk management system that is intended to (i) timely identify the material risks that the Corporation faces, (ii) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevantthe appropriate Board Committee,committee, (iii) implement appropriate and responsive risk management strategies consistent with Corporation's risk profile, and (iv) integrate risk management into Corporationcorporate decision-making.

CompensationEXECUTIVE OFFICERS

              The executive officers of the Corporation serve at the pleasure of the Board. Set forth below are the current executive officers of the Corporation and a brief explanation of their principal employment during at least the last five years. Additional information concerning the employment arrangements of the Corporation's executive officers is included elsewhere in this proxy statement under the heading "Executive Compensation."

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Paul D. Tobias – Age 70 – Chairman of the Board and Chief Executive Officer of the Corporation and Chairman of the Board of Directors of the Bank. Mr. Tobias was appointed to his present positions with the Corporation and the Bank in December 2004.

Kelly W. George – Age 53 – President of the Corporation and President and Chief Executive OfficersOfficer of the Bank. Mr. George was appointed to his present positions with the Corporation and the Bank in November 2006.

Jesse A. Deering – Age 41 – Executive Vice President and Chief Financial Officer of the Corporation and the Bank. Mr. Deering was appointed to his current positions in August 2016. Prior to such time, Mr. Deering served in various capacities for the Bank, including as a Senior Vice President and Managing Director (February 2013 to August 2016), as Senior Vice President and Southeast Michigan Executive (December 2011 to February 2013), and as First Vice President and Southeast Michigan Executive (February 2009 through December 2011).

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Consultant Disclosure

              The Corporation's Compensation Committee has engaged an independent consulting firm to review Executiveexecutive officer and Board of Directordirector compensation, review the Corporation's annual Proxyproxy statement, assist with the risk reviews, and provide general consulting advice to the Compensation Committee over the course of the year.

              The Compensation Committee approved engagingengaged Meyer-Chatfield as a consultant in 2020. The 2020 engagement included an update of market compensation data requested by the Committee's consultant for 2015. The engagement for 2015 included a review of our annual proxy statement and a reviewCompensation Committee during their periodic evaluation of the semi-annual risk review.Company's compensation practices. Meyer-Chatfield is an independent third-party consulting firm that is focused on the banking marketplace.

Compensation Program Details

              The foregoing discussion provides background and context for the information that follows regarding our existingthe Corporation's compensation programs to those persons who served as ourof its named executive officers during 2015 and to assist in understanding2020, including the information in the executive compensation tables included later in our proxy statement. Named executive officers are determined using current year compensation for the year being disclosed.tables.

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Executive Compensation

Summary Compensation Table

              The following table showssets forth certain information, for the years ended December 31, 2020 and December 31, 2019, regarding the Corporation's compensation earned by our chief executive officer and president, our chief financial officer, andof its current Chief Executive Officer, the two other most highly compensated other executive officer (collectively, theofficers in 2019 who were serving as executive officers as of December 31, 2020 (the "named executive officers") for the years ended December 31, 2015 and 2014..

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Narrative Disclosure to Summary Compensation Table

Amendments toAmended and Restated Employment Agreements

              On March 24, 2015,1, 2018, the Corporation entered into first amendmentsan amended and restated employment agreement with each of our named executive officers (each, a"First Amendment" and collectively, the"First Amendments") to certain employment agreements (each, an"Employment Agreement" and collectively, the"Employment Agreements") with each of (i) Paul D. Tobias, the Company's Chairman of the Board and Chief Executive Officer and the Chairman of the Board of the Bank, (ii) Kelly W. George, the Company's President and the Bank's President and Chief Executive Officer, and (iii) Ernie R. Krueger, the Executive Vice President and Chief Financial Officer of the Bank and the Company (each an"Executive Officer").

              Pursuant to the terms of eachEach of the First Amendments, the initial term under each of the Employment Agreements was reset to commence on March 24, 2015 (the"Commencement Date"). The Employment Agreements have an initial term (the"Initial Term") of three (3) years beginning on the March 1, 2018 (the "Commencement Date,Date"), and automatically renewrenewing for successive one (1) year terms at the end of the Initial Term provided that the applicable executive notifies the Board of the Company does not notify the executive of such renewalits intention not to renew the Employment Agreement on or prior to at least one hundred eighty (180) days prior (the"Renewal Date") to the expiration of the Initial Term or any renewal term and the Board does not notify the applicable executive of its intention not to renew the agreement on or prior to the Renewal Date.

term. In the event of a change of control of the Company, the Commencement Date of each Employment Agreement automatically resets as of the date of the change of control, resulting in an initial term of three (3) years from the date of such change of control. Except as amended by

              Each Employment Agreement supersedes the First Amendments,prior employment agreement between the Employment Agreements otherwise remainCompany and the applicable executive in full force and effect.its entirety.

              The Employment Agreements as amended by the First Amendments, entitle the applicable executives to, among other benefits, the following compensation:

•

(i) for Mr. Tobias, receives(a) a base salary of at least $306,731 eligible$370,000, which is reviewed annually by the Compensation Committee of the Board (the "Compensation Committee"), (b) eligibility for an annual cash bonus, as determined by the Compensation Committee, and shall be eligibleeligibility to participate in the Company'sCorporation's long term incentive plan, (the"Plan"). In addition,and (c) in the event Mr. Tobias' employment is terminated within two (2) years of a change of control of the CompanyCorporation (or six (6) months prior to such change of control in anticipation of such change of control) for any reason other than for cause, Mr. Tobias will be entitled to a lump sum payment of 2.99 times his annual base salary as of such termination.



•

termination and the average of the full year annual cash bonus paid to Mr. Tobias during the prior three (3) fully completed years, (ii) for Mr. George, receives(a) a base salary of at least $301,350,$365,000, which will beis reviewed annually by the Compensation Committee. Mr. George shall also be eligibleCommittee, (b) eligibility for an annual cash bonus, as determined by the Compensation Committee, and shall be eligibleeligibility to participate in the Plan. In addition,Corporation's long term incentive plan, and (c) in the event Mr. George's employment is terminated within two (2) years of a change of control of the CompanyCorporation (or six (6) months prior to such change of control in anticipation of such change of control) for any reason other than for cause, Mr. George will be entitled to a lump sum payment of 2.99 times his annual base salary as of such termination.



•

termination and the average of the full year annual cash bonus paid to Mr. Krueger receivesGeorge during the prior three (3) fully completed years, and (iii) for Mr. Deering, (a) a base salary of at least $215,250,$205,000, which will beis reviewed annually by the Compensation Committee. Mr. Krueger shall also be eligibleCommittee, (b) eligibility for an annual cash bonus, as determined by the Compensation Committee, and shall be eligibleeligibility to participate in the Plan. In addition,Corporation's long term incentive plan, and (c) in the event Mr. Krueger'sDeering's employment is terminated within two (2) years of a change of control of the CompanyCorporation (or six (6) months prior to such change of control in anticipation of

such change of control) for any reason other than for cause, Mr. Krueger will be entitled to a lump sum payment of 2.0 times his annual base salary as of such termination.termination and the average of the full year annual cash bonus paid to Mr. Deering during the prior three (3) fully completed years.

              Each Employment Agreement contains provisions relating to non-solicitation of customers and personnel and non-competition during the term of employment and the two yearsfor eighteen (18) months thereafter, as well as a provision relating to the protection of confidential information.

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Equity Awards Granted to our Named Executive Officers

              On March 24, 2015,January 15, 2021, the Board granted the following restricted stock awards to Messrs. Tobias, George and KruegerDeering under the Mackinac Financial CorporationCorporation's 2012 Incentive Compensation Plan (the "2014"2021 Restricted Stock AwardsAwards"") as follows:: (i) 12,0768,500 shares of restricted stock to Mr. Tobias; (ii) 4,6988,500 shares of restricted stock to Mr. George, and (iii) 3,3554,500 shares of restricted stock to Mr. Krueger.Deering. The 20142021 Restricted Stock Awards will vest in four equal annual installments beginning on the first anniversary of the grant date (or March 24^th)February 17, 2022 so that such awards shallwill be fully vested on March 24, 2019,February 17, 2025, subject to each named executivesuch officer's continued employment.

              On February 13, 2020, the Board granted the following restricted stock awards to Messrs. Tobias, George and Deering under the Corporation's 2012 Incentive Compensation Plan (the "2020 Restricted Stock Awards"): (i) 16,000 shares of restricted stock to Mr. Tobias; (ii) 20,000 shares of restricted stock to Mr. George, and (iii) 12,500 shares of restricted stock to Mr. Deering. The 20142020 Restricted Stock Awards vest in four equal annual installments beginning on February 17, 2021 so that such awards will alsobe fully vested on February 17, 2024, subject to each such officer's continued employment.

              The Restricted Stock Awards fully vest upon a named executiveany such officer's termination due to death or disability or upon a change inof control of the Corporation. On February 22, 2016,In the Board granted restricted stock awards to Messrs. Tobias, George and Krueger under the Mackinac Financial Corporation 2012 Incentive Compensation Plan (the "2015 Restricted Stock Awards") as follows: (i) 5,803 sharesevent of restricted stock to Mr. Tobias; (ii) 5,702 shares of restricted stock to Mr. George, and (iii) 4,073 shares of restricted stock to Mr. Krueger. The 2015any such officer's retirement, his Restricted Stock Awards will vest in four equal annual installments beginning on the first anniversary of the grant date (or February 22^nd) so that such awards shall be fully vested on February 22, 2020, subject to each named executive officer's continued employment. The 2015 Restricted Stock Awards will also fully vest upon a named executive officer's termination due to death or disability or upon a change in control of the Corporation.

              If the named executive officer retires, his respective awards shall continue to vest as if his employment with the Corporation continued, provided that if hewere continuing, but any unvested shares will be immediately forfeited in the event such officer ceases to be retired then any unvested shares shall be immediately forfeited.retired.

20152020 Outstanding Equity Awards at Fiscal Year-End Table

              The following table provides information on the holdingsunvested shares of restricted stock held by the named executive officers as of December 31, 2015.2020. As of December 31, 2020, no named executive officer held any unexercised stock options.

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Retirement Plan

              The Corporation sponsors the Mackinac Financial Corporation 401(k) Plan (the"Plan"). All regular, and full-time employees are eligible to enroll in the Plan after their 90 day90-day introductory period has been met. Employees who have completed 1,000 hours of service and are 18 years of age or older during the plan year (January 1—December 31) may participate in this plan.the Plan. If an employee completes at least 1,000 hours of service during any plan year (January 1—December 31) and is employed by the Corporation on the last day of the Plan year, the Corporation may, in its sole discretion, make a matching contribution on their behalf. The Plan permits the Corporation, through action of the Board, of Directors to specify the range, rate and level of and to make discretionary contributions to the Plan for allocation to eligible participants. For the 20152020 plan year, the Corporation made a discretionary contribution that matched 100% of the first 4%3% of eligible employee contributions.compensation. All contributions to the Plan are subject to both individual and total participant contribution limits as established by the IRS.

Severance and Change inof Control Benefits

              Other than the Employment Agreements and the acceleration of equity vesting upon certain qualifying terminations described above, theThe Corporation does not provide for any severance or change inof control benefits.benefits, other than those discussed above.

Director Compensation

20152020 Director Compensation Table

              The table below summarizessets forth the compensation paidof each non-employee director in 2020.

20152020 Non-Employee Director Annual Cash Retainer and Meeting Fees

              In 2015,2020, each non-employee director received an annual fee of $25,000. In addition to the annual fee, those directors who chaired board committees were paidBoard committee chairs received an additional $3,000, and boardBoard committee members received $250 per meeting attended. See "– Board of Directors Meetings and Committees" for identification of the Lead Director and each committee chair.

              Finally, on August 31, 2012, each non-employee director was granted an award of 10,000 shares of restricted stock, to vest ratably over 4 years on each of the first 4 anniversaries of the grant date. OurThe Corporation does not compensate its employee directors (which included Messrs.(Messrs. Tobias and George in 2015) did not receive compensation2020) for their service on the Board service.

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AUDIT COMMITTEE REPORT

              The Audit and Risk Committee has reviewed and discussed the Corporation's audited financial statements with management.

              In discharging its oversight responsibility as to the audit process, the Audit and Risk Committee obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Corporation that might bear on the auditors' independence and information required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit and Risk Committee concerning independence and discussed with the auditors any relationships that may impact their objectivity and independence. The Audit and Risk Committee has also considered whether the provision of any non-audit services by the auditors is compatible with maintaining the auditors' independence. The Audit and Risk Committee is satisfied as to the auditors' independence. The Audit and Risk Committee also discussed with management and the independent auditors the quality and adequacy of the Corporation's internal controls and the internal audit function's organization, responsibilities, budget and staffing. The Audit and Risk Committee reviewed the audit plans, audit scope and identification of audit risks with the independent auditor.

              The Audit and Risk Committee discussed and reviewed with the independent auditors all communications required by the SEC and the Public Company Accounting Oversight Board, including those described in the Statement on Auditing StandardsStandard No. 61,16, as amended "Communication with(Communications With Audit Committees"Committees), and, with and without management present, discussed and reviewed the results of the independent auditors' examination of the financial statements.

              Based on the review and discussions referred to above, the Audit and Risk Committee has recommended to the Board of Directors that the audited financial statements be included in the Corporation's Annual Report on Form 10-K for 20152020 for filing with the SEC.

Audit and Risk Committee

Walter J. AspatoreRandolph C. Paschke            Robert H. Orley            Dennis B. Bittner            Randolph C. Paschke

Martin A. Thomson            David R. Steinhardt

Principal Accountant Fees and Services

              The following table summarizes fees for professional services rendered by Plante & Moran, PLLC, the Corporation's independent auditors for the years ended December 31, 20152020 and 2014:2019:

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              The Audit and Risk Committee is required to review and pre-approve both audit and non-audit services to be provided by the independent auditor (other than with respect tode minimis exceptions permitted by the Sarbanes-Oxley Act of 2002). During 2015,2020, all services provided by Plante Moran PLLC were pre-approved by the Audit and Risk Committee. To the extent required by Nasdaq rules or any other applicable legal or regulatory requirements, approval of non-audit services must be disclosed to investors in periodic reports required by Section 13(a) of the Exchange Act.

INDEBTEDNESS OF AND TRANSACTIONS WITH MANAGEMENT

              Certain of the Directorsdirectors and officers of the Corporation have had and are expected to have in the future, transactions with the Bank, or have been Directorsdirectors or officers of corporations, or members of partnerships or limited liability companies, which have had and are expected to have in the future, transactions with the Bank. In the opinion of management, all such previous transactions (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and (iii) did not involve more than normal risk of collectability or present other unfavorable features. The Audit and Risk Committee of the Board of Directors has responsibility for reviewing and approving transactions with related persons, in accordance with the rules of the Nasdaq. The Audit and Risk Committee, as a general policy, approves transactions to related parties at essentially the same terms and conditions that apply to similar transactions it engages in or approves with non-related parties.

              Under SEC rules, a "related person transaction" is any transaction or series of transactions in which the Corporation or a subsidiary is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. A "related person" is a director, officer, nominee for director or a more than 5% shareholder since the beginning of the Corporation's last completed fiscal year, and their immediate family members. The CompanyCorporation reviews all related person transactions in accordance with the its written policies and the procedure described above.

              Mr. Mahaney, a former director of the Corporation, owns a controlling interest in Veridea Group, LLC, a commercial and residential real estate development and hotel management company he founded in 2001. On May 24, 2013, the Bank signed a lease for a branch office in a building owned by Mr. Mahaney.the Veridea Group, LLC. The lease has a 15-year term. Lease payments in calendar year 20152020 and 2019 totaled $426,354.$467,409 and $458,244, respectively. Mr. Mahaney resigned from the Board effective April 13, 2021.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

              AsThe following table sets forth information regarding the beneficial ownership (as defined in Rule 13d-3 of March 31, 2016, no person wasthe Exchange Act) of the Corporation's common stock as of April 13, 2021 by those persons known by (i) management to be the beneficial ownerowners of more than 5% of the outstanding common stock, of the Corporation, except as follows:

              The information in the following table sets forth the beneficial ownership of the Corporation's common stock by(ii) each of the Corporation's Directors, eachdirectors and named executive officers, and (iii) all of the Executive Officers listed in the Summary Compensation Tabledirectors and by all current Directorsexecutive officers as a group. As of April 13, 2021, there were 10,550,393 shares of common stock outstanding. Unless otherwise indicated and Executive Officers of the Corporation as a