FARMERS AND MERCHANTS BANCORP INC (FMAO)
Sector: Financials
2026 Annual Meeting Analysis
FARMERS AND MERCHANTS BANCORP INC · Meeting: April 20, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Appointed June 2025, well within the 24-month new-director exemption from the TSR trigger; brings relevant cybersecurity and technology expertise appropriate for a community bank's risk oversight needs.
Joined in 2024, within the 24-month new-director exemption; brings financial planning and wealth management expertise relevant to the board's oversight responsibilities.
FMAO's 3-year stock return of 18.3% is in the low-positive range (0-20%), and the gap versus QABA (the community bank benchmark) is -24.3 percentage points, which is well below the 50-percentage-point threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns.
CEO serving as director; the TSR trigger does not fire (gap of -24.3pp vs. QABA falls well short of the 50pp threshold for the low-positive TSR tier); his pay program is assessed separately under the Say on Pay proposal.
Joined in 2024, within the 24-month new-director exemption; brings accounting and real estate expertise with a CPA background appropriate for Audit Committee service.
Long-tenured director with relevant financial and healthcare executive experience; TSR trigger does not fire given the gap of -24.3pp vs. QABA is well below the 50pp threshold; serves as Audit Committee chair and is designated financial expert.
Director since 2009 with extensive board governance experience; TSR trigger does not fire; no overboarding or attendance concerns identified.
Long-tenured director bringing agricultural and small business perspective relevant to the bank's community footprint; TSR trigger does not fire; all attendance and independence criteria met.
Current Board Chairman since July 2025 with extensive executive management experience at a large privately held company; TSR trigger does not fire; no overboarding or attendance concerns.
Director since 2021 with legal and banking industry expertise relevant to the board's risk and governance oversight; TSR trigger does not fire; no overboarding or attendance concerns.
Director since 2021 with small business ownership experience; TSR trigger does not fire; chairs the Compensation Committee and serves on the Audit Committee without independence concerns.
All eleven director nominees receive a FOR vote. FMAO's 3-year stock return of +18.3% places it in the low-positive range, and the gap versus the community bank benchmark QABA is -24.3 percentage points — well below the 50-percentage-point underperformance threshold needed to trigger an against vote. Three nominees (Alomari, Boyce, Frey) joined within the last 24 months and are exempt from the TSR trigger as new directors. No overboarding, attendance, independence, or qualification concerns were identified across the slate.
Say on Pay
✓ FORCEO
Lars B. Eller
Total Comp
$969,335
Prior Support
N/A
CEO Lars B. Eller's total compensation of $969,335 is reasonable for a CEO of a community bank with approximately $343 million in market capitalization, and the program includes meaningful performance-based components: the company's adjusted return on assets came in at 1.04% against a target of 0.95%, and earnings per share performance drove incentive payouts, both of which reflect genuine pay-for-performance linkage. The company has adopted a formal clawback policy compliant with Nasdaq and Dodd-Frank requirements, and the proxy discloses no concerns about prior-year shareholder support. The pay structure appropriately ties a meaningful portion of compensation to variable, performance-based incentives including restricted stock awards with a three-year vesting period and cash bonuses tied to measurable financial targets.
Auditor Ratification
✓ FORAuditor
Plante Moran, PLLC
Tenure
N/A
Audit Fees
$427,750
Non-Audit Fees
$33,296
Non-audit fees (audit-related fees of $20,000 plus tax fees of $13,296, totaling $33,296) represent approximately 7.8% of audit fees of $427,750, which is well below the 50% threshold that would raise independence concerns. Plante Moran is a large national firm appropriate for a company of FMAO's size. Tenure is not disclosed for Plante Moran as this is the first year of their engagement (replacing FORVIS Mazars), so the tenure trigger does not apply. No material restatements were disclosed.
Overall Assessment
The 2026 FMAO annual meeting presents three standard proposals: election of eleven directors, advisory vote on executive pay, and ratification of the newly appointed auditor Plante Moran. All proposals receive a FOR vote — the director slate has no TSR, overboarding, attendance, or independence concerns; executive compensation is reasonably structured with genuine performance linkage; and the new auditor's non-audit fee ratio is well within acceptable limits.