Ahmed Alomari
About Ahmed Alomari
Ahmed Alomari is a Michigan-based technology executive appointed as a non-employee, independent director of Farmers & Merchants Bancorp, Inc. (FMAO) and its bank subsidiary effective July 29, 2025; he was named on June 24, 2025 and filed a Form 3 indicating no initial beneficial ownership . He is Executive Vice President at Buchanan Technologies and previously founded Cybernoor in 2007, serving as CEO until its 2021 acquisition by Buchanan; he holds a Computer Science degree from the University of Michigan’s School of Engineering . The Board uses NASDAQ independence standards and reviews director independence annually; as of the last proxy, all directors other than the CEO and one former executive were independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cybernoor | Founder & CEO | 2007–2021 | Oracle database performance and enterprise systems architecture leadership; built specialist firm later acquired by Buchanan |
| Buchanan Technologies | Executive Vice President | 2021–present | Oversees database and application operations; deep enterprise systems expertise |
External Roles
| Organization | Position | Tenure/Status | Notes |
|---|---|---|---|
| Buchanan Technologies | Executive Vice President | 2021–present | Private company executive role; not a public company directorship |
| Public company boards | — | — | FMAO’s proxy stated no board member served on another public company board as of the 2025 record date (prior to Alomari’s appointment) |
Board Governance
- Appointment: Named director June 24, 2025; effective July 29, 2025 .
- Committee assignments: Not determined at appointment date .
- Board leadership: Chair and CEO roles are separated; Kevin J. Sauder became Chairman as of July 18, 2025, succeeding Andrew J. Briggs .
- Attendance: In 2024, all directors attended 100% of Board and committee meetings; Alomari joined mid-2025 so no attendance history yet .
- Independence: Board annually applies NASDAQ independence standards; non-employee directors are compensated via retainers; Alomari had no related-party transactions exceeding $120,000 and no family relationships with insiders at appointment .
- Board practices: Board age limit of 72 (per management discussion) to maintain refreshment .
Fixed Compensation
| Component | Amount | Terms/Notes |
|---|---|---|
| Annual cash retainer (non-chair director) | $50,000 | Standard retainer for non-committee chairs |
| Annual stock retainer | $17,500 | Paid in Company stock under LTIP; value-based; proration applies for partial-year service |
| Committee chair cash retainer | $55,000 | 2024 structure; applies if/when a director chairs a committee |
| Chairman cash retainer | $70,000 | Board Chairman role |
| Meeting fees | None disclosed | Directors receive full compensation regardless of participation mode; no per-meeting fees disclosed |
Director compensation levels in 2024 were $50,000 cash plus ~$15,000 stock grants for non-chair directors; 2025 8-K indicates stock retainer increased to $17,500 .
Performance Compensation
| Element | Metrics | Vesting/Conditions |
|---|---|---|
| Director equity retainer | None (not performance-based) | Granted as Company stock under LTIP; vesting terms for director stock retainers not specifically disclosed in filings |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | Proxy disclosed no FMAO board members served on other public company boards as of the 2025 record date; no other public boards disclosed for Alomari |
Expertise & Qualifications
- Cybersecurity/data: Runs enterprise database/application operations; former Oracle performance specialist founder—highly relevant to bank IT risk and digital infrastructure .
- Regional footprint: Michigan-based director supporting FMAO’s growing Michigan presence .
- Governance: Non-employee independent director, technology skillset complements ERM and audit oversight needs .
Equity Ownership
| Date | Form | Transaction | Shares | Price | Beneficial Ownership After |
|---|---|---|---|---|---|
| 06/24/2025 | Form 3 | Initial statement | 0 | — | No securities beneficially owned at appointment |
| 07/29/2025 | Form 4 | Stock grant/acquisition (A) | 288 | $25.82 | 288 direct shares |
- Ownership %: 288 shares vs 13,699,536 outstanding (as of 01/01/2025) ≈ 0.0021% .
- Pledging/Hedging: Company has not adopted hedging policies for insiders; no pledging disclosures for Alomari .
Governance Assessment
- Positives: Independent, non-employee director with deep cybersecurity and enterprise systems expertise; strengthens oversight of IT, cyber, and data risks. No related-party transactions and immediate equity alignment via stock retainer/acquisition .
- Watch items: Committee assignments not yet determined; lack of company-wide hedging policy could weaken alignment if insiders hedge exposure (policy explicitly states no hedging prohibition) . As a private-company EVP, monitor any future vendor relationships with Buchanan Technologies to avoid related-party exposure; current filings state none .
- Board structure: Separation of Chair/CEO and age-limit refresh (72) are governance strengths; recent chair transition to Kevin J. Sauder in July 2025 supports independent oversight continuity .
Director compensation for FMAO directors is largely fixed (cash + stock retainer) rather than performance-based, so investor alignment comes primarily through equity grants and independence standards, not target metric achievement .
References
- Appointment press release: F&M Bank announces appointment of Ahmed Alomari (June 25, 2025) .
- Form 8-K (June 24, 2025): Director appointment, compensation terms, independence statements .
- Form 3 (July 23, 2025): Initial beneficial ownership—none .
- Form 4 (July 31, 2025): 288 shares acquired at $25.82, beneficial ownership 288 shares .
- Proxy (2025 DEF 14A): Board independence, director compensation structure, attendance, committee memberships as of 2024 .
- Management discussion transcript/slide: Board age limit; board composition references including Alomari .