DEF 14A of Farmers & Merchants Bancorp Inc
Filed Mar 3, 2025 · FY20240001193125-25-044260
How many shares are owned by Directors and Executive Officers?
How many shares are owned by Directors and Executive Officers? All directors and named executive officers of the Company as a group (comprised of 15 individuals), beneficially held 999,588 shares of the Company’s common stock as of January 1, 2025, representing 7.297% of the outstanding common stock of the Company.
PROPOSAL ONE
PROPOSAL ONE
Election of Directors and Information Concerning Directors and Officers
Election of Directors and Information Concerning Directors and Officers Pursuant to the Code of Regulations of Farmers & Merchants Bancorp, Inc. the number of directors is currently set at eleven. Set forth below, as of the record date, is information concerning the nominees for election to the Board of Directors. The following persons have been nominated as directors by the Board of Directors upon the recommendation of the Company’s Corporate Governance and Nominating Committee to serve until the Annual Meeting of Shareholders in 2026: There are no family relationships among any of the directors, nominees for election as directors and executive officers of the Company. In addition, no member of the Board of Directors serves on the Board of any other company which has a class of securities registered with the Securities and Exchange Commission. While it is contemplated that all nominees will stand for election, and the nominees have confirmed this with the Company, if one or more of the nominees at the time of the Annual Meeting should be unavailable or unable to serve as a candidate for election as a director of the Company, the proxies reserve full discretion to vote the common shares represented by the proxies for the election of the remaining nominees and any substitute nominee(s) designated by the Board of Directors. The Board of Directors knows of no reason why any of the aforementioned persons will be unavailable or unable to serve if elected to the Board. The attached form of proxy grants to the persons listed in such proxy the right to vote shares cumulatively in the election of directors if a shareholder properly implements cumulative voting.
Election of Directors and Information Concerning Directors and Officers
| Name | Age | Principal Occupation or Employment for Past Five Years | Year First Became Director | | Ian D. Boyce | 57 | Founding Member and Managing Partner Dickmeyer Boyce Financial Management | 2024 | | Andrew J. Briggs | 70 | Retired and former Chairman of Limberlost Bancshares, Inc. and President of its wholly-owned subsidiary Bank of Geneva | 2019 | | Lars B. Eller | 58 | President and CEO of the Company and The Farmers & Merchants State Bank | 2018 | | Kevin G. Frey | 54 | Vice President of E.H. Frey & Sons, Inc. | 2024 | | Jo Ellen Hornish | 71 | President and CEO, Fountain City Leasing Inc. / Advantage Powder Coating Inc. / One Source Diversified Services LTD., and Hornish Properties LLC | 2013 | | Lori A. Johnston | 63 | EVP-President, Paramount Health Care at Medical Mutual | 2020 | | Dr. Marcia S. Latta | 63 | Principal, Latta Strategies Retired Vice President of University Advancement, The University of Findlay | 2009 | | Steven J. Planson | 65 | President, Planson Farms, Inc. | 2008 |
Election of Directors and Information Concerning Directors and Officers
| Name | Age | Principal Occupation or Employment for Past Five Years | Year First Became Director | | Kevin J. Sauder | 64 | Retired and former President, Chief Executive Officer, Sauder Woodworking Co. | 2004 | | Frank R. Simon | 55 | Founder & Managing Member / Attorney Simon PLC Attorneys & Counselors | 2021 | | David P. Vernon | 58 | Owner, Licensed Funeral Director & Embalmer Vernon Family Funeral Homes | 2021 |
Compensation Discussion and Analysis
| • | Provide competitive compensation opportunities critical to the Company’s long-term success. |
Compensation Discussion and Analysis
The Committee uses comparisons of competitive executive pay practices taken from banking industry compensation surveys and, from time-to-time, consultation with independent executive compensation advisors. Peer groups and competitive compensation practices are determined using executive compensation packages at bank holding companies and subsidiaries of comparable size to the Company and the Bank. In evaluating peer group companies, the base salary and incentive compensation paid to the chief executive officer of each of the following twenty-two peer bank holding companies, as well as the respective ROA (Return on Assets) of each are taken into consideration. The Committee reviews this information at least once a year in conjunction with events in the industry and marketplace to determine if any changes or revisions are deemed necessary. For 2024 compensation considerations, the peer group companies consisted of twenty-two bank holding companies: ChoiceOne Financial Services, Inc. (COFS), Citizens Financial Services, Inc. (FCCB), Citizens & Northern Corporation (CZNC), Civista Bancshares, Inc. (CIVB), CNB Financial Corporation (CCNE), Community Trust Bancorp, Inc. (CTBI), Farmers National Banc Corp. (FMNB), Finward Bancorp (FNWD), First Financial Corporation (THFF), First Internet Bancorp (INBK), First Savings Financial Group, Inc. (FSFG), Franklin Financial Services Corporation (FRAF), German American Bancorp, Inc. (GABC), Independent Bank Corporation (IBCP), Isabella Bank Corporation (ISBA), LCNB Corp. (LCNB), Macatawa Bank Corporation (MCBC), Mercantile Bank Corporation (WBWM), Middlefield Bank Corporation (MBCN), MVB Financial Corporation (MVBF), Penns Woods Bancorp, Inc. (PWOD), and Summit Financial Group, Inc. (SMMF). The financial performance of the selected peer group bank holding companies is also evaluated relative to the performance of peers located outside of the Midwest. This information is made available by the FDIC as part of its Uniform Bank Performance Report. The Company may periodically review and adjust the selected peer group companies in conjunction with a regular review of executive compensation pay and practices in connection with future compensation decisions. In making its decisions regarding annual salary adjustments, the Committee reviews quantitative and qualitative performance factors as part of an annual performance appraisal. These are established for each executive position and the performance of the incumbent executive is evaluated annually against these standards. This appraisal is then integrated with market-based adjustments to salary ranges to determine if a base salary increase is merited. The Committee administers the cash-based annual incentive compensation program and the Long-Term Stock Incentive Plan. Cash-based incentives and equity awards are at-risk compensation. Awards under these programs are recommended by the Committee to the Board of Directors when, in the judgment of Committee members, such awards are deemed to provide executive officers a reasonable reward for the achievement of the Company’s mid and long-term strategic objectives and are otherwise justified by the performance of executive officers in relation to the performance of the Company. The accounting and tax treatment of particular forms of compensation do not materially affect the Committee’s compensation decisions. However, the Committee evaluates the effect of such accounting and tax treatment on an ongoing basis and will make appropriate modifications to its compensation policies where appropriate. Components of Compensation. The elements of total compensation paid by the Company to its senior officers, including the President and Chief Executive Officer (the “CEO”) and the other executive officers identified in the Summary Compensation Table which appears following this Compensation Discussion and Analysis (the CEO and the other executive officers identified in that Table are sometimes referred to collectively as the “Named Executive Officers”), include the following:
Compensation Discussion and Analysis
| • | Awards under our Long-Term Stock Incentive Plan; |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Compensation ($) (1) | Stock Awards ($) (2) | Option Awards ($) | All Other Compensation ($) (3) | Total ($) | | Lars B. Eller | 2024 | 504,700 | 225,197 | 129,440 | 0 | 50,821 | 910,158 | | President and Chief Executive | 2023 | 490,000 | 52,920 | 124,320 | 0 | 34,635 | 701,875 | | Officer (PEO) (4) | 2022 | 410,573 | 209,448 | 122,560 | 0 | 39,398 | 781,979 | | Barbara J. Britenriker | 2024 | 281,664 | 96,301 | 64,901 | 0 | 38,917 | 481,783 | | Executive Vice President (PFO) | 2023 | 260,183 | 18,734 | 54,390 | 0 | 28,600 | 361,907 | | | 2022 | 245,932 | 96,158 | 61,280 | 0 | 26,212 | 429,582 | | David R. Gerken | 2024 | 248,846 | 85,081 | 45,349 | 0 | 20,712 | 399,988 | | Executive Vice President | | | | | | | | | Eric D. Faust | 2024 | 252,115 | 52,541 | 32,643 | 0 | 26,500 | 363,799 | | Senior Vice President | | | | | | | | | Shalini Singhal | 2024 | 233,044 | 48,566 | 30,704 | 0 | 18,135 | 330,449 | | Senior Vice President | | | | | | | |
Summary Compensation Table
Summary Compensation Table Footnotes:
Summary Compensation Table
| (1) Reflects payments made pursuant to the Company’s cash-based incentive compensation program discussed more thoroughly under the section of this Proxy Statement captioned “Compensation Discussion and Analysis”. |
Summary Compensation Table
| (2) Reflects the dollar amount at the market value on the grant date of each year in which restricted stock awards were granted under the Long-Term Stock Incentive Plan, as discussed more thoroughly under the section of this Proxy Statement captioned “Compensation Discussion and Analysis”. Each award vests three years following the date of grant. |
Summary Compensation Table
| (3) Includes contributions by the Company to the Company’s defined contribution Health Savings Account (HSA), profit sharing, 401(k) plan, and certain life insurance premiums paid by the Company for the benefit of the Named Executive Officer, and with respect to Mr. Eller and Mr. Faust, amounts paid pursuant to a monthly automobile allowance, as follows: |
Summary Compensation Table
| Name | HSA and Retirement Contributions ($) | Life Insurance Premiums ($) | Automobile Allowance ($) | Total ($) | | Lars B. Eller | 34,070 | 7,889 | 8,862 | 50,821 | | Barbara J. Britenriker | 34,847 | 4,070 | 0 | 38,917 | | David R. Gerken | 19,474 | 1,238 | 0 | 20,712 | | Eric D. Faust | 18,808 | 492 | 7,200 | 26,500 | | Shalini Singhal | 17,385 | 750 | 0 | 18,135 |
Summary Compensation Table
| (4) Mr. Eller’s director fees are included in his base pay, and he received a stock award equivalent to $15,007. |
Summary Compensation Table
Narrative Explanation to the Summary Compensation table Named Executive Officers participate in an annual cash-based incentive compensation program that provides for awards tied to the profit performance of the Company during the fiscal year. The amounts set forth in the “Non-Equity Incentive Compensation” column represent the awards made under the terms of the Plan for 2024 which were paid to the respective Named Executive Officer during the first quarter of 2025. Two of the Named Executive Officers received 80% of the incentive awards based on the Bank’s ROA performance with another 20% based on performance of individual goals of which both attained 100%. The awards under the plan in 2023 and 2024 were also paid out to officers in the first quarter of the following year. Refer to the compensation discussion and analysis for a complete explanation of the Plan.
Summary Compensation Table
| ● | Based on 2024 results, an adjusted ROA of 0.828% at the Bank level is over the target ROA of 0.80% which is equivalent to a 104.3% payout of the incentive. Based on a 104.3% payout, 31.29% of base salary was paid to the CEO and 20.86% of base salary was paid to the remaining executive officers with an executive title. The two senior vice presidents were paid 100% on their individual incentives which resulted in the same 20.86% of base salary calculated above being paid. The percentage of base salary for this 2024 incentive was paid in the first quarter 2025. |
Summary Compensation Table
| ● | A second component of the incentive pay for the titled executive officers was for EPS. For 2024, a prorated payout of 113.33% of total goal which is equivalent of 13.33% of base salary paid to all three titled executive officers based on an EPS of $1.90. The two senior vice presidents were not eligible for this component percentage of base salary for the 2024 incentive paid in first quarter 2025. |
Summary Compensation Table
The stock awards reported in the Summary Compensation Table represent the dollar amount valued as of the grant date of restricted stock awards to Named Executive Officers. The vesting of awards of restricted stock made to date under the terms of the Long-Term Stock Incentive Plan occurs three years following the grant, unless otherwise specified. Effective September 1, 2024, Mr. Eller entered into a new employment agreement (the “2024 Employment Agreement”) with Farmers & Merchants Bancorp, Inc. and The Farmers & Merchants State Bank, the wholly-owned subsidiary of Farmers & Merchants Bancorp, Inc. Mr. Eller’s 2024 Employment Agreement is for an additional three-year term ending on August 31, 2027, whereby his services will continue in the capacity of President and Chief Executive Officer of the Bank and the Company. Pursuant to the terms of the Employment Agreement, Mr. Eller would receive annual base pay of $504,686, subject to upward adjustment, and would be entitled to participate in the Bank’s employee benefit plans and programs generally available to similarly situated employees. The 2024 Employment Agreement also provided for Mr. Eller’s participation in the Bank’s Annual Cash Incentive Plan and 401(k) Plan, and receipt of grants of restricted common shares of the Company equal to 25% of base pay. Additionally, Mr. Eller will receive grants of unrestricted common shares of the Company as compensation in amounts equal to that provided for non-employee Directors with such grant equal to $15,000 in value of the common shares of the Company in 2024. The Agreement also provided four weeks of vacation in the first year of the agreement (September 1, 2024 - August 31, 2025) and five weeks for each of the remaining two years of the agreement, a monthly automobile allowance, reimbursement for appropriate business expenses, and an obligation on the part of the Company to maintain a term life insurance policy for the benefit of Mr. Eller in the amount of $600,000 to be in addition to any other life insurance provided pursuant to other employee benefit plans. Under the terms of the 2024 Employment Agreement, Mr. Eller is subject to covenants not to compete and not to solicit during the term of the Agreement and for one year after termination of his employment with the Bank. During the term of the 2024 Employment Agreement, the restrictions apply without geographic limit. After termination of Mr. Eller’s employment with the Bank, the covenants not to compete and not to solicit would apply to counties where the Bank has offices and contiguous counties. The 2024 Employment Agreement also contains provisions governing payouts to Mr. Eller in connection with certain terminations from employment, which are discussed under the section of this Proxy Statement captioned “Post-Employment Compensation/Changes in Control Agreements.”
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
| Name and Principal Position | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | Lars B. Eller, President and CEO (PEO) | 3/1/2024 | 5,665 | $114,433 | | Barbara J. Britenriker, EVP (PFO) | 3/1/2024 | 2,470 | $49,894 | | David R. Gerken, EVP | 3/1/2024 | 2,245 | $45,349 | | Eric D. Faust, SVP | 3/1/2024 | 1,616 | $32,643 | | Shalini Singhal, SVP | 3/1/2024 | 1,520 | $30,704 |
2024 Grants of Plan-Based Awards
Narrative Explanation to the Grants of Plan-Based Awards table The above amounts represent information regarding restricted stock awards made to each of the respective Named Executive Officers during 2024 under the terms of the Company’s Long-Term Incentive Plan. The awards vest in full after three years of service from the date of grant to the respective officer. The vesting of the awards is accelerated in the event of the death or disability of the officer or upon a change in control.
Outstanding Equity Awards at 2024 Fiscal Year-End Table
Outstanding Equity Awards at 2024 Fiscal Year-End Table
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| Name and Principal Position | Number of Shares or Units of Stock that have not Vested (1) (#) | Market Value of Shares or Units of Stock that have not Vested (2) ($) | | Lars B. Eller, President and CEO (PEO) | 14,465 | 425,994 | | Barbara J. Britenriker, Executive Vice President (PFO) | 6,570 | 193,487 | | David R. Gerken, Executive Vice President | 4,745 | 139,740 | | Eric D. Faust, Senior Vice President | 3,016 | 88,821 | | Shalini Singhal, Senior Vice President | 4,020 | 118,389 |
Post-Employment Compensation/Change in Control Agreements
| Potential Payments upon Death | | | | | | Name of Executive | Payments upon Death under Executive Life Insurance Arrangements | Payments upon Death under Group Term Insurance Policy | Acceleration of Stock Awards | Total | | Lars B. Eller | $100,000 | $600,000 | $425,994 | $1,125,994 | | Barbara J. Britenriker | $400,000 | $567,000 | $193,487 | $1,160,487 | | David R. Gerken | $100,000 | $501,000 | $139,740 | $740,740 | | Eric D. Faust | $- | $511,000 | $88,821 | $599,821 | | Shalini Singhal | $100,000 | $470,000 | $118,389 | $688,389 |
Post-Employment Compensation/Change in Control Agreements
| Potential Payments upon Termination of Employment and/or Change in Control | | | | | | Name of Executive | Change in Control Severance Payments (2x Salary and Bonus) | Continuation of Health and Welfare Benefits | Acceleration of Stock Awards | Total | | Lars B. Eller | $1,171,872 | $11,101 | $425,994 | $1,608,967 | | Barbara J. Britenriker | $633,706 | $42,596 | $193,487 | $869,789 | | | (1x Salary and Bonus) | | | | | Eric D. Faust | $279,002 | $17,720 | $88,821 | $385,543 |
Post-Employment Compensation/Change in Control Agreements
| Potential Payments upon Permanent Disability | | | | | | Name of Executive | Payments under Group Long-Term Disability Insurance Policy (Annual Benefit) | Continuation of Health and Welfare Benefits | Acceleration of Stock Awards | Total | | Lars B. Eller | $233,340 | $11,101 | $425,994 | $670,435 | | Barbara J. Britenriker | $144,000 | $42,596 | $193,487 | $380,083 | | Eric D. Faust | $144,000 | $17,720 | $88,821 | $250,541 |
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Introduction. The Securities and Exchange Commission adopted a rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the president and chief executive officer (“CEO”). The purpose of the required disclosure is to provide a measure of the equitability of pay within the organization. We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. The Compensation Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2024 to that of all other Company employees for the same period. Identification of Median Employee. The Median Employee was identified by examining the Company’s payroll records for all individuals, excluding the Company’s CEO and the CEO of the Company’s subsidiary, The Farmers & Merchants State Bank, who were actively employed by the Company on December 31, 2024 (whether employed on a full-time, part-time, or seasonal basis). As of this date, the Company employed 476 individuals. For such employees, no assumptions, adjustments, or estimates with respect to total cash compensation were made. Wages and salaries were not annualized for those employees that were not employed for the full year of 2024. Pay Elements. The Company’s contributions to the 401(k) profit sharing plan and the medical benefits provided are included as all employees including the CEO are offered the exact same benefits and the Company utilizes the Internal Revenue Service provisions for 401(k) discrimination testing. Additionally, the Group Term Life Insurance and Accidental Death and Dismemberment benefits were included as these benefits cover all employees though the benefit would differ based on age and base salary. The Median Employee identified is not an Officer of the Company and thus is not eligible for all compensation elements available to Officers. As a Director of the Company, Mr. Eller’s director fees are included in annual base salary. Pay elements included in the annual total compensation calculation for each employee include:
CEO Pay Ratio Disclosure
| ● | Base salary received in fiscal year 2024 (including paid time off plans) |
CEO Pay Ratio Disclosure
| ● | Annual incentive payment based on Company performance in fiscal year 2024 |
CEO Pay Ratio Disclosure
| ● | Retirement contributions to the 401(k) profit sharing plan |
CEO Pay Ratio Disclosure
| ● | Medical benefits |
CEO Pay Ratio Disclosure
| ● | Group Term Life Insurance premiums |
CEO Pay Ratio Disclosure
Based on the above methodology for determining annual total compensation for comparison purposes, the annualized total compensation for fiscal year 2024 for the CEO of the Company’s subsidiary, The Farmers & Merchants State Bank was $910,007 (which also included a monthly Car Allowance) and for the Median Employee was $49,512. The resulting ratio of the CEO’s pay for the Company’s subsidiary, The Farmers & Merchants State Bank, to the pay of the Median Employee for fiscal year 2024 is 18.55 to 1.00.
Pay vs. Performance
Pay vs. Performance
Pay vs. Performance
| Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) (4) | Net Income ($) (5) (000’s) | | 2024 | $910,158 | $1,004,203 | $394,005 | $415,696 | $99 | $25,938 | | 2023 | $701,875 | $666,819 | $337,707 | $322,661 | $80 | $22,787 | | 2022 | $753,619 | $708,932 | $380,612 | $361,563 | $85 | $32,515 |
Pay vs. Performance
| (1) Lars B. Eller was the Registrant’s PEO for each of the 2024, 2023 and 2022 fiscal years. |
Pay vs. Performance
| (2) For the 2023 and 2022 fiscal years, the Registrant’s Non-PEO NEOs were: Barbara J. Britenriker; Rex D. Rice; and Benet S. Rupp. For the 2024 fiscal year, the Registrant’s Non-PEO NEOs were: Barbara J. Britenriker; David R. Gerken, Eric D. Faust and Shalini Singhal. Rex D. Rice and Benet S. Rupp both retired during 2024. |
Pay vs. Performance
| (3) The amounts disclosed reflect the amounts listed in the Compensation Actually Paid Adjustments Table presented below. |
Pay vs. Performance
| (4) Computed based upon a hypothetical investment of $100 in common stock on January 1, 2022 with dividends paid reinvested. |
Pay vs. Performance
| (5) As reported on Registrant’s Consolidated Statements of Income for the applicable fiscal reporting year, as provided under Part II Item 8 of Registrant’s Annual Report on Form 10-K. |
Pay vs. Performance
| | 2024 | | 2023 | | 2022 | | | Adjustment | PEO ($) | Non-PEO NEOs ($) | PEO ($) | Non-PEO NEOs ($) | PEO ($) | Non-PEO NEOs ($) | | Less Grant date value of equity awards | (129,440) | (39,648) | (124,320) | (50,937) | (122,560) | (48,003) | | Year-end fair value of current year award | 166,834 | 39,610 | 119,040 | 48,782 | 108,720 | 42,582 | | Year-over-year change in fair value of unvested awards | 40,920 | 16,432 | (16,660) | (6,902) | (33,900) | (14,974) | | Change in value of awards vesting during the current year | 2,250 | 1,000 | (23,910) | (10,494) | (4,290) | (1,907) | | Dividends paid on unvested awards | 13,481 | 4,297 | 10,794 | 4,505 | 7,343 | 3,253 | | Total adjustments | 94,045 | 21,691 | (35,056) | (15,046) | (44,687) | (19,049) |
Director Compensation Discussion
Director Compensation Discussion The Compensation Committee reviews the level of compensation of its directors on an annual basis. To determine the appropriateness of the current level of compensation for directors, the Committee has historically obtained data from a number of different sources including publicly available data describing director compensation in peer companies and survey data collected by members of the Compensation Committee. At the Committee’s request, the President and Chief Executive Officer initiated compilation of an analysis of director fees and the number of directors from an independent compensation advisor. For 2024 director compensation considerations, the twenty-two peer bank holding companies identified in the Compensation Discussion and Analysis were also used for comparison of director compensation. The Committee reviews information from an independent compensation advisor at least once a year in conjunction with publicly available information and events in the industry and marketplace to determine if any changes or revisions are deemed necessary. Cash compensation is paid to directors in the form of annual retainer fees. The director fee structure effective January 1, 2024, was as follows:
Director Compensation Discussion
| ● | Board Chairman Cash Retainer of $70,000 per year; |
Director Compensation Discussion
| ● | Board Committee Chair Cash Retainer of $55,000 per year; |
Director Compensation Discussion
| ● | Board Non-Committee Chair Cash Retainer of $50,000 per year; and |
Director Compensation Discussion
| ● | In addition to a cash retainer, each Director was awarded the number of shares equivalent to $15,000 from the Long-Term Stock Incentive Plan adopted by the Company in 2015. Shares were awarded immediately preceding the first Thursday in June 2024. Proration for service is based on a 365-day calendar year. |
Director Compensation Discussion
Regardless of how Directors participate in a meeting (in person, virtually, or by teleconference call), full compensation will be provided. Additionally, reimbursement for out-of-pocket travel expenses will be provided for those Directors residing outside a 60-mile radius of the Corporate Office of the Company located in Archbold, Ohio. The table regarding Director Fees Earned or Paid in Cash reflects the fee structure in effect during 2024.
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards | | Ian D. Boyce | $50,000 | $15,007 | | Andrew Briggs | $63,300(1) | $15,007 | | Lars B. Eller | $0(2) | $15,007 | | Kevin G. Frey | $8,330 | $1,730 | | Jo Ellen Hornish | $50,000 | $15,007 | | Lori A. Johnston | $55,000 | $15,007 | | Marcia S. Latta | $55,000 | $15,007 | | Steven J. Planson | $50,000 | $15,007 | | Kevin J. Sauder | $55,000 | $15,007 | | Frank R. Simon | $50,000 | $15,007 | | David P. Vernon | $50,000 | $15,007 |
2024 Director Compensation
| (1) Mr. Briggs retired as First Senior Vice President of Business Development for the Bank effective December 2022. Mr. Briggs continued in the role of Director with the Company. On April 30, 2024, Mr. Briggs was nominated Chairman of the Board of Directors of the Company and the Bank. |
2024 Director Compensation
| (2) Pursuant to the terms of his Employment Agreement, Mr. Eller is not separately compensated for attendance at Board or Committee meetings, and director fees are deemed to be included in his base salary. |