Andrew Briggs

About Andrew J. Briggs

Andrew J. Briggs (age 70) is Chairman of the Board of Farmers & Merchants Bancorp, Inc. (FMAO) and The Farmers & Merchants State Bank, appointed in May 2024; he has served as a director since 2019 and brings 40+ years of community banking leadership, including as former Chairman of Limberlost Bancshares and President of the Bank of Geneva . He is a Ball State University graduate and has been recognized by the Indiana Bankers Association (IBA) with the Leadership in Banking Excellence Award (2022) and Indiana’s Sagamore of the Wabash honor (2019) . Mr. Briggs is not deemed independent due to his prior employment at the Bank (retired December 2022) . He currently serves on FMAO’s Executive Committee and Enterprise Risk Management Committee in addition to chairing the Board .

Past Roles

External Roles

Board Governance

• Board Chair: Appointed May 2024; also serves on the Executive Committee and Enterprise Risk Management (ERM) Committee .
• Committee assignments (2024): ERM Committee member; not listed on Audit, Compensation, or Corporate Governance & Nominating Committees .
• Independence: Not independent (former First Senior Vice President of Business Development/Indiana; retired December 2022) .
• Attendance and engagement: Each director attended 100% of Board and applicable committee meetings in 2024; Company Board met regularly with standing committees (Audit 6x, Compensation 3x, Corporate Governance & Nominating 5x, ERM 6x) .
• Other public boards: No FMAO director serves on the board of any other SEC-registered company (limits interlocks) .
• Annual meeting participation: All directors attended the 2024 Annual Meeting; shareholders can communicate with non-management directors per policy .

Fixed Compensation (Director)

Notes: Director cash compensation is paid as annual retainers; out-of-pocket travel reimbursement for directors residing >60 miles from HQ .

Performance Compensation (Director)

No director-specific performance metrics or vesting hurdles are disclosed for these equity awards; they are structured as annual equity retainers under the plan .

Other Directorships & Interlocks

• Public company boards: None (Company discloses no director serves on boards of other SEC-registered companies) .
• Interlocks/conflicts: Compensation Committee members had no interlocks; no relationships requiring Item 404 disclosure; Briggs’ independence exception is due to prior employment .

Expertise & Qualifications

• 40+ years of banking leadership; former Chairman and President of acquired institutions; deep community banking and development experience .
• Recognitions: IBA Leadership in Banking Excellence (2022); Sagamore of the Wabash award (2019) .
• Education: Ball State University .
• Board roles: Board Chair; member of Executive Committee and ERM Committee, aligning with strategy and risk oversight .

Equity Ownership

FMAO had 13,699,536 shares outstanding as of Jan 1, 2025; Briggs is a >5% beneficial owner .

Related-Party Exposure

• Independence exception: Not independent due to prior Bank employment (retired Dec 2022) .
• Transactions: Certain directors and related persons had ordinary-course loans/commitments on substantially the same terms as comparable customers; aside from such routine banking transactions, no direct or indirect material interests reported for 2024 .
• Approval process: Related-party transactions require Audit Committee pre-approval under the Code of Ethics (routine banking transactions exempt if compliant with banking regulations) .

Risk Indicators & Red Flags

• Non-independent Board Chair (former senior executive; retired 2022) can concentrate influence despite separation of Chair/CEO roles; the Company intentionally separates roles, but Briggs is not independent .
• Hedging policy: Company has not adopted policies restricting directors/employees from engaging in hedging transactions—an investor alignment red flag .
• Concentrated ownership: Briggs’ 5.196% beneficial stake aligns incentives but can amplify influence in governance matters .
• Attendance/engagement: Positive signal—100% attendance across Board/committees in 2024 .
• Insider trading policy: Adopted and filed as Exhibit 19 to 2024 10-K; supports compliance posture .
• Say-on-Pay: 2024 vote reflected “significant level of support” (no numeric percentage disclosed) .

Governance Assessment

• Strengths:

  • Seasoned community banking and board leadership; risk oversight via ERM Committee engagement .
  • High insider ownership aligns with shareholder value creation .
  • Full attendance; clear committee structure; separation of Chair and CEO roles (even though Chair is not independent) .
  • Formal related-party review process and Code of Ethics .

• Watch items / RED FLAGS:

  • Board Chair not independent due to recent prior employment, elevating potential conflict concerns; continued monitoring of board independence balance is warranted .
  • Absence of anti-hedging policy for directors/employees may weaken alignment safeguards; investors often expect prohibitions on hedging and pledging .
  • Significant individual ownership (5.196%) can influence outcomes; ensure robust independent director oversight across key committees (Audit/Comp/Gov remain independent) .

Director Compensation (Detail)

Committee Assignments (2024)

Attendance

• 2024: Each director attended 100% of Board and applicable committee meetings (Board and committee meetings held as disclosed) .
• 2024 Annual Meeting: All directors attended .