Eric Faust
About Eric Faust
Eric D. Faust, age 38, is Senior Vice President and Chief Risk Officer (CRO) of Farmers & Merchants Bancorp, Inc. and The Farmers & Merchants State Bank; he was appointed to the role on September 14, 2022 . Company-level performance context for 2024: total shareholder return (TSR) measured by the value of a hypothetical $100 investment was $99, and net income was $25.938 million, framing the pay-for-performance environment for executives . Executive incentive metrics emphasize ROA and EPS; for 2024, adjusted ROA was 0.828% versus a 0.80% target, resulting in a 104.3% payout on ROA-linked awards, while EPS outcomes applied only to “titled executive officers” and not to senior vice presidents like Faust .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmers & Merchants Bancorp, Inc. / The Farmers & Merchants State Bank | Senior Vice President & Chief Risk Officer | 2022–present | Leads enterprise risk; participates in IS Steering Committee and ERM reporting; supports cybersecurity and vendor risk oversight . |
External Roles
- No external roles for Eric Faust are disclosed in the DEF 14A; executive officer biographies list internal positions and tenure only .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 252,115 |
| All Other Compensation ($) | 26,500 (includes HSA/retirement $18,808; life insurance premiums $492; automobile allowance $7,200) |
Performance Compensation
| Component | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| ROA (Bank) | 80% of award for SVPs; ROA criterion funds 20% of base salary for non-CEO executives at target | Target ROA 0.80% (full incentive: 20% of base for non-CEO execs; prorates 0.60–0.80; increases >0.80) | Adjusted ROA 0.828% | 104.3% of target; paid 20.86% of base salary to non-CEO execs; Faust’s paid non‑equity incentive $52,541 | Paid in Q1 2025 |
| Individual Goals (SVPs) | 20% of award for SVPs | 100% attainment for the two senior vice presidents | Achieved 100% | Included in the 20.86% of base salary payout | Paid in Q1 2025 |
| EPS (Company) | Applies only to titled executive officers (CEO, etc.); SVPs not eligible in 2024 | Tiered targets: 5% of base at $1.73; 10% at $1.82; 15% at $1.94; adjustments if above targets; separate disclosure on ranges and thresholds | $1.90 (PEO/other titled exec payout equivalent to 13.33% of base); SVPs not eligible | Not applicable to Faust for 2024 | Paid in Q1 following year when applicable |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 3,016 shares; 0.022% of outstanding |
| 2024 Restricted Stock Grant | 1,616 shares granted on 3/1/2024; grant-date fair value $32,643; three-year cliff vest; accelerated upon death, disability, or change in control |
| Outstanding Unvested Shares (12/31/2024) | 3,016 shares; market value $88,821 at $29.45/share |
| Next Vesting Dates | 3/01/2027: 1,616 shares |
| Options/SARs | No option awards for Faust in 2024; plan permits options/SARs, but awards not granted |
| Pledging/Hedging | Restricted awards may not be sold or pledged until restrictions satisfied; company has not adopted hedging policies for insiders |
| Ownership Guidelines | Not disclosed in DEF 14A for executive officers |
Employment Terms
| Provision | Terms for Eric Faust |
|---|---|
| Change-in-Control Severance | One year’s compensation if employment is terminated “in connection with” a change in control (double-trigger); includes benefit continuation; unvested stock accelerates to 100% vested |
| Estimated CIC Payments (as of 12/31/2024) | Severance $279,002; health/welfare continuation $17,720; acceleration of stock awards $88,821; total $385,543 |
| Disability/Death Benefits | Permanent disability: $144,000 annual LTD benefit; health/welfare continuation $17,720; stock acceleration $88,821; total $250,541 . Death: group term life $511,000; stock acceleration $88,821; total $599,821 . |
| Clawback Policy | Adopted to comply with Exchange Act 10D-1 and Nasdaq; covers cash/equity incentive comp tied to financial reporting measures for the prior three fiscal years upon restatement |
| Non-Compete / Non-Solicit | Award agreements under the LTIP may include time vesting, noncompetition, and performance restrictions (plan-level) |
Compensation Structure Notes
- Pay mix: base salary plus at-risk cash incentives tied primarily to Bank ROA and individual goals for SVPs; equity via time-vested restricted stock with three-year cliff vest and accelerated vesting on death/disability/change-in-control .
- Peer benchmarking: Compensation Committee references a 22-bank peer group and FDIC Uniform Bank Performance Report data to calibrate pay and performance alignment; emphasizes market competitiveness and pay-for-performance .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote indicated strong shareholder support for compensation policies; Board continued annual advisory vote cadence .
Investment Implications
- Alignment: Faust’s economic exposure is modest (3,016 shares; 0.022% of outstanding) and largely unvested, indicating retention through equity cliff vesting but limited immediate “skin in the game” .
- Incentive risk: SVP cash incentives emphasize ROA and individual goals, which can support prudent risk-taking consistent with a CRO’s mandate; EPS component did not apply to SVPs in 2024, reducing pressure for short-term earnings at Faust’s level .
- Change-in-control economics: Double-trigger severance of one year’s compensation plus benefit continuation and accelerated vesting is moderate, limiting windfall risk while ensuring retention through transition scenarios .
- Governance controls: A compliant clawback policy mitigates restatement-related incentive risk; lack of formal hedging policy is a governance gap, though restricted shares cannot be pledged until vested .
Net takeaway: Faust’s package is weighted to ROA-based cash and time-vested equity with modest CIC protection—an alignment that incentivizes stable asset-quality and risk discipline, while low direct ownership may temper alignment with long-term TSR until vesting milestones are met .