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
Mr. Alomari joined the board in June 2025, less than 24 months ago, so he is exempt from the stock performance trigger; his technology and cybersecurity expertise is relevant to the bank's risk oversight needs.
Mr. Boyce joined in 2024 and is within the 24-month new-director exemption period; he brings relevant financial planning and wealth management expertise with no overboarding or attendance concerns.
FMAO's 3-year price return of 14.1% trails QABA (First Trust NASDAQ ABA Community Bank Index) by 28.6 percentage points, which does not meet the 50-point threshold required to trigger a vote against for a director with low-positive absolute returns; Mr. Briggs has over 50 years of banking experience and 100% meeting attendance.
As CEO and director, Mr. Eller is subject to the same TSR trigger as other directors; however, the 28.6-point gap versus QABA does not exceed the 50-point threshold for the low-positive absolute return tier, so no TSR-based vote against is warranted independent of the Say on Pay assessment.
Mr. Frey joined in 2024 and is within the 24-month new-director exemption period; his accounting background (CPA) and financial expertise strengthen the Audit Committee.
Ms. Johnston has demonstrated financial expertise as Audit Committee Chair (former active CPA), 100% meeting attendance, and no overboarding or independence concerns; the TSR gap versus QABA does not meet the trigger threshold.
Dr. Latta has served since 2009 and brings board governance and leadership expertise; the 28.6-point gap versus QABA does not reach the 50-point threshold needed to trigger a vote against, and she had 100% meeting attendance.
Mr. Planson has served since 2008 and provides agricultural business expertise relevant to FMAO's community banking footprint; the TSR underperformance gap versus QABA does not meet the 50-point trigger threshold.
Mr. Sauder has served since 2004 and brings extensive executive management and corporate finance experience as Board Chairman; the 28.6-point gap versus QABA does not meet the 50-point threshold required to trigger a vote against.
Mr. Simon joined in 2021 and brings legal, banking law, and risk management expertise; the TSR gap versus QABA does not meet the trigger threshold and he had 100% attendance.
Mr. Vernon joined in 2021 and provides small business and community perspective relevant to FMAO's footprint; the 28.6-point gap versus QABA does not reach the 50-point threshold needed to trigger a vote against.
All eleven director nominees pass the policy screens. FMAO's 3-year price return of 14.1% trails the QABA (First Trust NASDAQ ABA Community Bank Index) by 28.6 percentage points, but this falls well short of the 50-point underperformance threshold required to trigger a vote against for companies with low-positive absolute returns. No director is overboarded, all attended 100% of meetings, no independence concerns were identified, and two newer directors (Alomari and Boyce) are within the 24-month exemption window.
Say on Pay
✓ FORCEO
Lars B. Eller
Total Comp
$969,335
Prior Support
N/A
CEO Lars Eller received total compensation of $969,335 in 2025, which is reasonable for a CEO of a community bank with approximately $345 million in market capitalization and fits within the expected range for the title, sector, and size. The compensation structure is appropriately weighted toward variable pay — base salary of $519,841 represents about 54% of total compensation, with the remainder in performance-tied cash incentives (paid based on ROA and EPS targets that were met and exceeded) and restricted stock awards that vest over three years — so the balance between fixed and performance-linked pay is acceptable. The company also has a formal clawback policy in place that meets current regulatory requirements, and the prior Say on Pay vote drew strong shareholder support, so no concerns arise from prior-year voting history.
Auditor Ratification
✓ FORAuditor
Plante Moran, PLLC
Tenure
1 yrs
Audit Fees
$427,750
Non-Audit Fees
$33,296
Plante Moran was newly engaged for fiscal year 2025 (replacing FORVIS Mazars), so auditor tenure is approximately one year and nowhere near the 25-year threshold for concern. Non-audit fees of $33,296 (audit-related fees of $20,000 plus tax fees of $13,296) represent about 7.8% of audit fees of $427,750, well below the 50% threshold that would raise independence concerns. No material restatements were identified, and Plante Moran is a large national firm appropriate for a company of FMAO's size.
Actual Vote Results
Meeting held April 20, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Kevin G. Frey | 98.0% | 6.8M | 137,946 | ✓ Elected |
| Lori A. Johnston | 97.3% | 6.7M | 187,434 | ✓ Elected |
| Lars B. Eller | 97.1% | 6.7M | 196,843 | ✓ Elected |
| Steven J. Planson | 96.8% | 6.7M | 217,487 | ✓ Elected |
| David P. Vernon | 96.5% | 6.6M | 243,668 | ✓ Elected |
| Frank R. Simon | 96.3% | 6.6M | 252,978 | ✓ Elected |
| Ian D. Boyce | 96.1% | 6.6M | 271,359 | ✓ Elected |
| Marcia S. Latta | 95.5% | 6.6M | 312,906 | ✓ Elected |
| Kevin J. Sauder | 95.2% | 6.6M | 333,997 | ✓ Elected |
| Ahmed Alomari | 94.6% | 6.5M | 370,961 | ✓ Elected |
| Andrew J. Briggs | 69.5% | 4.8M | 2.1M | ✓ Elected |
Broker non-votes: 3.1M
Say on Pay
For 6.3M · Against 372,945 · Abstain 188,775
Auditor Ratification
For 9.8M · Against 27,210 · Abstain 152,398
Overall Assessment
The 2026 FMAO annual meeting presents a straightforward ballot with three standard proposals. All eleven director nominees pass policy screens as the company's 28.6-point gap versus QABA (First Trust NASDAQ ABA Community Bank Index) falls well short of the 50-point trigger threshold; executive compensation is reasonably structured with performance-based incentives tied to ROA and EPS targets that were exceeded in 2025; and the newly engaged auditor Plante Moran has minimal non-audit fees and no tenure concerns.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing