UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 16, 2022, Farmers & Merchants Bancorp, Inc. (the “Company”) announced the appointment of Eric Faust, age 36, to the position of Senior Vice President and Chief Risk Officer of the Company and the Company’s wholly-owned bank subsidiary, Farmers & Merchants State Bank (the “Bank”). As Chief Risk Officer, Mr. Faust will serve on the executive team and be responsible for the Company’s enterprise and regulatory risk management functions. Mr. Faust has held multiple roles within the banking industry and most recently held the position of First Vice President, Director of Risk Management at Northstar Financial Group in Wyoming, Michigan. He was previously an Examination Manager for the State of Michigan, Department of Insurance and Financial Services. Mr. Faust has an MBA from Davenport University and a BS in Business Administration from Central Michigan University.
Mr. Faust has a base salary of $240,000 per year and has been awarded a one-time signing bonus consisting of $12,000 in cash and approximately $10,000 in restricted shares of the Company’s common stock which will vest on the first anniversary of the grant date. Mr. Faust will also be eligible for annual bonuses under the Company’s cash-based incentive compensation program, as well as participation under the Company’s Long-Term Stock Incentive Plan beginning in 2023. In addition to receiving a monthly automobile allowance of $600, Mr. Faust will also be entitled to receive other employee benefits generally available to all employees of the Company and the Bank, including participation in the Company’s health and welfare benefit plans and its Profit Sharing Plan. In addition, Mr. Faust has also executed a Change in Control Agreement providing for the payment of one year of compensation under the specified circumstances provided therein.
Mr. Faust has no family relationship with any director or executive officer of the Company or any of its affiliated subsidiaries. Since the beginning of the Company’s last fiscal year, neither Mr. Faust nor any member of his immediate family have been customers of, or have had transactions in excess of $120,000 with the Company or any of its affiliated subsidiaries which would be reportable under Item 404(a) of SEC Regulation S-K.
On September 16, 2022, the Company also announced the promotion of Benét Rupp, age 56, the Company’s Chief Administrative Officer, to the position of Executive Vice President. Ms. Rupp, who has been an instrumental member of the Company’s executive team, joined the Company in 2019 as Chief People Officer and was promoted to Chief Administrative Officer in June 2022, managing F&M’s operations, Human Resources, strategic planning, and product development functions. Ms. Rupp has over 32 years of HR, consulting, and progressive leadership experience. She has an MBA from The University of Toledo and a BS in I/O Psychology from Bowling Green State University.
Ms. Rupp has a base salary of $226,500 per year and has been awarded 1,500 shares of Company common stock under the Company’s Long-Term Stock Incentive Plan. Ms. Rupp will also be eligible for annual bonuses under the Company’s cash-based incentive compensation program, as well as continued participation under the Company’s Long-Term Stock Incentive Plan. In addition to receiving a monthly automobile allowance of $600, Ms. Rupp will also be entitled to receive other employee benefits generally available to all employees of the Company and the Bank, including participation in the Company’s health and welfare benefit plans and its Profit Sharing Plan. In addition, Ms. Rupp has also executed a Change in Control Agreement providing for the payment of one year of compensation under the specified circumstances provided therein.
Ms. Rupp has no family relationship with any director or executive officer of the Company or any of its affiliated subsidiaries. Since the beginning of the Company’s last fiscal year, neither Ms. Rupp nor any member of her immediate family have been customers of, or have had transactions in excess of $120,000 with the Company or any of its affiliated subsidiaries which would be reportable under Item 404(a) of SEC Regulation S-K.
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 19, 2022 | /s/ Lars B. Eller | |||||
| Lars B. Eller | ||||||
| President & Chief Executive Officer | ||||||
| /s/ Barbara J. Britenriker | ||||||
| Barbara J. Britenriker | ||||||
| Executive Vice President & | ||||||
| Chief Financial Officer | ||||||