Kevin Frey
About Kevin G. Frey
Kevin G. Frey (age 54) is an independent director of Farmers & Merchants Bancorp, Inc. (FMAO) since 2024, serving on the Audit Committee . He is Vice President and Principal Broker/Lead Auctioneer at E.H. Frey & Sons, Inc., with deep experience in real estate and heavy equipment auctions and appraisals; he holds a B.A. in Accounting from Goshen College and worked as a Certified Public Accountant from 1996 to 2003 . The board determined all directors—except the CEO (Lars Eller) and former employee Andrew Briggs—meet NASDAQ independence standards, which includes Mr. Frey . In 2024, every director attended 100% of Board and committee meetings, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E.H. Frey & Sons, Inc. | Vice President; Principal Broker & Lead Auctioneer | 1996–present | Leads operations in real estate and heavy equipment auctions; GPPA designation; prepares heavy equipment appraisals |
| Certified Public Accountant | CPA | 1996–2003 | Brought financial and analytical expertise to current leadership roles |
| Property management | Manager, diverse portfolio of properties | Current | Oversees property portfolio as part of broader business activities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yoder & Frey, Inc. (farm machinery auction yard) | Board of Directors | Current | External board service at a private auction enterprise |
| Professional associations | Member | Current | National Association of Realtors, Ohio Association of Realtors, National Auction Association, Ohio Auctioneers Association |
| Public-company boards | None disclosed | — | Proxy states no FMAO director serves on another SEC-registered public company board |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chair is Lori A. Johnston (financial expert); other members include Jo Ellen Hornish and David P. Vernon .
- Independence: Board’s annual review found all directors independent under NASDAQ rules except the CEO (Eller) and former employee Briggs; Mr. Frey is independent .
- Attendance and engagement: Directors attended 100% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board composition and separation of roles: FMAO separates Board Chair and CEO roles; Chair is a non-employee director (Briggs) .
Fixed Compensation
Director fee policy (effective Jan 1, 2024):
| Role | Cash Retainer (Annual) | Equity Grant (Annual) |
|---|---|---|
| Board Chair | $70,000 | $15,000 in shares (granted around first Thursday in June; prorated for service) |
| Committee Chair | $55,000 | $15,000 in shares (same terms) |
| Non-Committee Chair Director | $50,000 | $15,000 in shares (same terms) |
Kevin Frey – 2024 director compensation:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $8,330 |
| Stock Awards (grant-date value) | $1,730 |
Notes:
- Directors receive full compensation regardless of meeting modality; travel reimbursement for those >60-mile radius from corporate office .
- CEO is not separately compensated for director service; included in base salary .
Performance Compensation
| Metric | Structure | 2024 Outcome |
|---|---|---|
| Director performance-based pay | Not disclosed; director equity grants are fixed-value stock awards, not tied to performance metrics | N/A |
Other Directorships & Interlocks
| Type | Company | Role | Interlock Risk |
|---|---|---|---|
| Private company | Yoder & Frey, Inc. | Director | No related-party transactions disclosed with FMAO |
| Public company | None | — | Proxy states FMAO directors (including Mr. Frey) do not serve on other SEC-registered public company boards |
Expertise & Qualifications
- Accounting and finance: B.A. in Accounting; CPA experience (1996–2003) .
- Operational leadership: Principal Broker/Lead Auctioneer; equipment appraisal expertise; long-standing leadership at E.H. Frey & Sons since 1996 .
- Industry affiliations: Active memberships in realtor and auction associations (NAR, OAR, NAA, OAA) .
- Audit oversight alignment: Service on Audit Committee complements accounting background; Audit Committee chaired by a designated financial expert (Johnston) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 80,271 |
| Ownership (% of outstanding shares) | 0.586% |
| Indirect holdings | Includes 76,554 shares held by family trusts of which Mr. Frey is a co-trustee |
Governance Assessment
-
Positives:
- Independent director, no public-company interlocks; supports unbiased oversight .
- 100% meeting attendance; strong engagement signal .
- Audit Committee membership plus accounting/CPA background enhances financial reporting oversight .
- Ownership alignment: 0.586% beneficial stake (majority via family trusts) indicates material skin-in-the-game for a community bank board member .
- Director compensation structure (cash retainer + modest equity) is straightforward and peer-informed; Mr. Frey’s 2024 pay prorated per service .
-
Watch items / potential conflicts:
- Hedging practices: company has not adopted a policy restricting hedging transactions by insiders; this can be a shareholder-alignment concern if insiders hedge exposure .
- Related-party transactions: proxy reports only routine banking transactions (loans/deposits) on market terms and no other material related-party dealings; Audit Committee pre-approves related-party transactions per Code of Ethics .
- Trust holdings: significant family trust ownership (co-trustee status); no adverse features disclosed, but trusteeship may warrant monitoring for any future related-party considerations .
Overall, Kevin Frey presents as an engaged, independent audit-committee member with relevant accounting and operational expertise, aligned via meaningful share ownership, and with no disclosed related-party conflicts beyond routine, market-term banking relationships .