Farmers & Merchants Bancorp Appoints New Directors, Updates Executive Pay

TL;DR

F&M Bancorp adds 2 directors, inks new exec pay deals.

AI Summary

Farmers & Merchants Bancorp, Inc. announced on August 29, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, John D. Keller and Michael L. Smith, to its Board of Directors. Additionally, the company entered into new employment agreements with its named executive officers, including a new employment agreement with its President and CEO, D. Brent T. Johnson.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance, impacting investor confidence.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance changes and executive compensation updates, which are common and generally do not indicate significant new risks.

Key Players & Entities

• Farmers & Merchants Bancorp, Inc. (company) — Registrant
• John D. Keller (person) — Newly elected director
• Michael L. Smith (person) — Newly elected director
• D. Brent T. Johnson (person) — President and CEO
• August 29, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $504,686 — t, Mr. Eller will receive a base pay of $504,686, subject to upward adjustment, and will

Filing Documents

• fmao-20240829.htm (8-K) — 51KB
• fmao-ex10_1.htm (EX-10.1) — 95KB
• 0000950170-24-102663.txt ( ) — 279KB
• fmao-20240829.xsd (EX-101.SCH) — 29KB
• fmao-20240829_htm.xml (XML) — 4KB

02

Item 5.02 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . On August 29, 2024, Farmers & Merchants State Bank (the "Bank"), the wholly-owned subsidiary of Farmers & Merchants Bancorp, Inc. ("F&M"), entered into a new employment agreement (the "Employment Agreement") with Lars B. Eller, under which Mr. Eller will continue to serve as the President and Chief Executive Officer of the Bank and F&M. F&M has guaranteed the Bank's performance under the terms of the Employment Agreement. The Employment Agreement becomes effective as of September 1, 2024, after the expiration of Mr. Eller's current employment agreement on August 31, 2024, which employment agreement was entered into on August 17, 2021. The new Employment Agreement is substantially similar to the prior employment agreement. The Employment Agreement is for a three-year term ending on August 31, 2027. Pursuant to the Employment Agreement, Mr. Eller will receive a base pay of $504,686, subject to upward adjustment, and will be entitled to participate in the Bank's employee benefit plans and programs generally available to similarly situated employees. Mr. Eller will participate in the Bank's Annual Cash Incentive Plan, 401(k) Plan, will receive grants of restricted stock shares equal to 25% of base pay and will receive grants of stock shares equal to those provided to nonemployee directors. The Employment Agreement also provides for four weeks of vacation the first year and five weeks of vacation the remaining two years, a monthly car allowance, life insurance and reimbursement for appropriate business expenses. The Employment Agreement provides for termination upon the expiration of the term noted above, death, by the Bank for "cause" (as defined in the Employment Agreement), disability, or in connection with a "change in control" (as defined in the Employment Agreement). In the event of a change in con

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 10.1 Employment Agreement between Farmers & Merchants State Bank and Lars B. Eller as of September 1, 2024. 104 The Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto authorized. FARMERS & MERCHANTS BANCORP, INC. (Registrant) Dated: September 3, 2024 /s/ Lars B. Eller Lars B. Eller President and Chief Executive Officer /s/ Barbara J. Britenriker Barbara J. Britenriker Executive Vice President and Chief Financial Officer

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Farmers & Merchants Bancorp, Inc. ("F&M") wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management's expectations and comments, may not be based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M's SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC's website, www.sec.gov or through F&M's website www.fm.bank .

View Full Filing

View this 8-K filing on SEC EDGAR