Barbara Britenriker
About Barbara Britenriker
Barbara J. Britenriker, age 63, serves as Executive Vice President and Chief Financial Officer (PFO) and previously served as Chief Retail Banking Officer; she has been an officer of the company since 1992, with a role transition back to CFO on October 16, 2023 . Pay-versus-performance disclosures show company net income of $25.938 million in 2024, $22.787 million in 2023, and $32.515 million in 2022, while a hypothetical $100 TSR investment tracked to $99 in 2024, $80 in 2023, and $85 in 2022, framing performance context during her disclosed tenure period . She beneficially owns 30,823 shares (0.225% of total), including 24,253 jointly with her spouse and 6,570 unvested restricted shares with specified vesting dates, indicating material ongoing equity alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmers & Merchants Bancorp, Inc. (Company); The Farmers & Merchants State Bank (Bank) | Executive Vice President and Chief Financial Officer (PFO) | Resumed CFO of the Bank on 10/16/2023; CFO of the Company (current) | CFO leadership across Company and Bank; role resumed at Bank in 2023 |
| The Farmers & Merchants State Bank | Executive Vice President and Chief Retail Banking Officer | 01/07/2019–10/16/2023 | Oversight of retail banking before returning to CFO |
External Roles
- No external public company directorships or committee roles disclosed for Ms. Britenriker in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 245,932 | 260,183 | 281,664 |
| All Other Compensation ($) | 26,212 | 28,600 | 38,917 |
| HSA & Retirement Contributions ($) | — | — | 34,847 |
| Life Insurance Premiums ($) | — | — | 4,070 |
| Automobile Allowance ($) | — | — | 0 |
Notes:
- “All Other Compensation” comprises HSA/retirement contributions and life insurance; no automobile allowance for Ms. Britenriker .
- Base salary adjustments reflect annual performance reviews, peer comparisons, and overall company performance .
Performance Compensation
| Component | Structure (Target) | Targets | Actual 2024 Performance | 2024 Payout | Vesting |
|---|---|---|---|---|---|
| Cash Incentive – ROA (Bank) | 20% of base salary at ROA target | Target ROA 0.80%; 70% payout at 0.60%; prorated between; >0.80% increases payout | Adjusted ROA 0.828% (over target) | 20.86% of base salary (104.3% of target) | Cash (no vesting) |
| Cash Incentive – EPS (Company) | 5%, 10%, 15% of base salary at EPS thresholds | $1.73 → 5%; $1.82 → 10%; $1.94 → 15%; below $2.46 no payout; prorated between targets/above $2.66 | EPS $1.90 | 13.33% of base salary (prorated 113.33% of goal) | Cash (no vesting) |
| Restricted Stock Award (LTIP) | 3-year cliff vest; change-in-control/death/disability acceleration | Grant 3/1/2024: 2,470 shares; grant-date fair value $49,894 | Outstanding unvested at 12/31/2024: 6,570 shares; MV $193,487 @ $29.45 | Dividends on unvested awards included in CAP adjustments table | 8/23/2025: 2,000; 3/01/2026: 2,100; 3/01/2027: 2,270 |
Additional quantitative details:
- 2024 non-equity incentive paid: $96,301 (sum of ROA and EPS components) .
- 2024 vesting from 8/17/2021 grant: 2,000 shares vested; $51,100 value realized at $25.55 .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares | 30,823 (0.225% of total) |
| Jointly owned with spouse | 24,253 |
| Unvested restricted shares | 6,570 |
| Unvested RSU market value at 12/31/2024 | $193,487 (price $29.45) |
| Upcoming vesting schedule | 8/23/2025: 2,000; 3/01/2026: 2,100; 3/01/2027: 2,270 |
| 2024 vesting realized (from 8/17/2021 grant) | 2,000 shares; $51,100 value at $25.55 |
| Pledging/Hedging policy | No specific hedging/offset policy adopted; insider trading policy exists (filed with 10-K) |
Notes:
- The proxy does not disclose any shares pledged as collateral by Ms. Britenriker; no pledging disclosures appear for executives .
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Change-in-control severance | Two years’ compensation for Ms. Britenriker upon qualifying termination in connection with a change in control; no payment if terminated for cause |
| Potential CIC payments (as of 12/31/2024) | Severance: $633,706; Continuation of health/welfare benefits: $42,596; Accelerated stock awards: $193,487; Total: $869,789 |
| Death benefits | Executive life insurance: $400,000; Group term insurance: $567,000; Accelerated stock awards: $193,487; Total: $1,160,487 |
| Permanent disability benefits | Annual LTD benefit: $144,000; Continuation of health/welfare benefits: $42,596; Accelerated stock awards: $193,487; Total: $380,083 |
| Equity acceleration | Unvested stock awards accelerate and vest upon change in control, death, or permanent disability |
| Clawback policy | Nasdaq- and SEC-compliant recoupment of incentive-based compensation for restatements; applies to cash/equity incentive comp over prior three fiscal years; awards under LTIP incorporate clawback |
| Insider trading/Section 16 compliance | Two inadvertent late Form 4 filings in 2024 for Ms. Britenriker; company believes all delinquent reports have been filed |
Compensation Structure Analysis
| Year | Salary ($) | Non-Equity Incentive ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 245,932 | 96,158 | 61,280 | 429,582 |
| 2023 | 260,183 | 18,734 | 54,390 | 361,907 |
| 2024 | 281,664 | 96,301 | 64,901 | 481,783 |
Key observations:
- Cash incentive rebounded sharply in 2024 versus 2023, consistent with ROA exceeding target and prorated EPS payout, increasing at-risk cash pay alignment with performance .
- Equity awards continue to be time-based RSUs with three-year cliff vesting and acceleration on CIC/death/disability; no stock options granted in 2022–2024 (option awards $0) .
- Annual equity grants are typically approved and granted in March; no evidence of timing around MNPI release; compensation risk controls asserted by committee .
Pay vs Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 TSR investment ($) | $85 | $80 | $99 |
| Net Income ($000s) | $32,515 | $22,787 | $25,938 |
Related Party Transactions & Governance Notes
- Routine banking transactions with related parties on substantially the same terms as for unrelated customers; no material related party transactions disclosed outside ordinary course .
- Compensation Committee members: Kevin J. Sauder (Chair), Dr. Marcia S. Latta, David P. Vernon; no interlocks or required Item 404 relationships disclosed; independence affirmed .
Investment Implications
- Alignment: Material ongoing equity exposure (6,570 unvested RSUs; 30,823 total beneficial ownership) and cash incentive formula tied to ROA and EPS supports pay-for-performance, with 2024 payouts tracking over-target ROA and prorated EPS . Upcoming vesting tranches in August 2025, March 2026, and March 2027 may create periodic supply from executive share delivery; monitor Form 4 filings around those dates for selling pressure .
- Retention and CIC economics: Two-year CIC severance plus full equity acceleration and benefits reflect strong retention protection; quantified CIC payment of $869,789 as of 12/31/2024 suggests moderate change-of-control costs for the CFO . The presence of a compliant clawback policy reduces risk of misaligned incentive retention in restatement scenarios .
- Governance watchpoints: The company has not adopted a specific hedging/offset policy for insiders, and there were two inadvertent late Section 16 filings for Ms. Britenriker in 2024—minor but worth monitoring for ongoing compliance rigor .