Frank Simon

About Frank R. Simon

Frank R. Simon, age 55, is an independent director of Farmers & Merchants Bancorp, Inc. (FMAO) who joined the Board in 2021. He is the Founder and Managing Member of Simon PLC Attorneys & Counselors and brings extensive legal, receivership, and financial turnaround expertise; he holds a JD from the University of Detroit School of Law (1995), completed the Graduate School of Banking at the University of Wisconsin–Madison (2003), and is admitted to the bars of Michigan, District of Columbia, New York, and Illinois .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors met NASDAQ independence standards except the CEO (Lars B. Eller) and Andrew J. Briggs; Simon is independent .
• Board/Committee attendance: 100% attendance for Board and committees served in 2024 .
• Annual Meeting attendance: All directors attended the 2024 Annual Meeting .
• Other public company boards: None; no director serves on boards of other SEC-registered companies .

Notes: Simon is listed as a member of the Cyber Security Committee in his biography; the formal committee table enumerates Audit, Compensation, Corporate Governance & Nominating, and ERM roles .

Fixed Compensation

Director fee structure (effective January 1, 2024):

• Board Chairman cash retainer: $70,000 per year .
• Board Committee Chair cash retainer: $55,000 per year .
• Board Non-Committee Chair cash retainer: $50,000 per year .
• Equity: shares equivalent to $15,000 granted immediately preceding the first Thursday in June 2024; service prorated on a 365-day year .
• Meeting fees: Not applicable; directors receive full compensation regardless of participation method; travel reimbursement available beyond 60-mile radius .

Frank R. Simon – 2024 Director Compensation

Observation: Audit, Corporate Governance, and Compensation Chairs each show $55,000 in fees, while Simon (ERM Chair) shows $50,000; the proxy does not explain the difference—could reflect timing or role changes, but no rationale is disclosed .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and banking specialist: Extensive experience in receiverships, creditors’ rights, workouts, loan documentation, foreclosures, fraud, and litigation in banking contexts .
• Education: University of Michigan (undergraduate); JD, University of Detroit School of Law (1995); Graduate School of Banking, University of Wisconsin–Madison (2003) .
• Professional credentials: Admitted to bars of MI, DC, NY, IL; SBA 504 loan closing certification; NADCO liquidation/post debenture workout course completion .
• Board value-add: Provides expertise on legal interpretations, litigation strategy, business acquisitions, financial turnarounds, collections, shareholder relations, and market conditions .

Equity Ownership

RED FLAG: No hedging prohibition. The proxy explicitly states the Company has not adopted policies limiting insider hedging, which can weaken alignment and risk controls with respect to director/executive holdings .

Governance Assessment

• Strengths:

  • Independent director with 100% board and committee attendance in 2024, signaling high engagement .
  • ERM Committee Chair and Corporate Governance & Nominating Committee member; directly involved in risk oversight and governance pipeline .
  • Deep legal/receivership experience relevant to credit risk, workouts, and litigation—valuable for a community bank’s risk and compliance functions .

• Watch items / RED FLAGS:

  • Hedging practices: Company has not adopted insider hedging restrictions—misaligned with prevailing governance best practices .
  • Board leadership independence: Board Chairman (Andrew J. Briggs) is not independent, which can dilute independent oversight; context matters for committee dynamics and overall governance posture .
  • Compensation anomaly: Simon’s cash fees reported at $50,000 despite ERM Chair role (policy indicates $55,000 for committee chairs); no explanation disclosed—monitor for clarity in 2026 proxy .

• Conflicts/related parties:

  • Routine banking transactions with directors/officers are disclosed as ordinary-course, market terms, no unfavorable features; no material related-party transactions otherwise disclosed involving directors (including Simon) in 2024 .

• Shareholder engagement signals:

  • All directors attended the 2024 Annual Meeting, consistent with the attendance policy .
  • No Item 5.07 8-K results found for 2024–2025; say-on-pay approval percentages and director election vote breakdowns were not available in the reviewed period [—].
    Note: The DEF 14A indicates proposals including say-on-pay for 2025 but does not include vote outcomes; no 8-K 5.07 filings were found for FMAO in 2024–2025 and search results indicated none [ListDocuments: 8-K 5.07, 2024–2025].

References:

• Biography, roles, education, certifications: .
• Nominee table (age, first year as director): .
• Committees and meeting counts; attendance: .
• Independence determination: .
• Annual Meeting attendance; insider trading policy; hedging practices: .
• Director compensation structure and 2024 director compensation table (Simon-specific): .
• Beneficial ownership (Simon): .
• Related party transactions policy and 2024 disclosure: .
• Board chair context (Briggs designation and fees; non-independence): .