Kevin Sauder
About Kevin Sauder
Kevin J. Sauder, age 64, is an independent director of Farmers & Merchants Bancorp, Inc. (FMAO) and has served on the Board since 2004. He is Vice Chairman of the Board, Chair of the Compensation Committee, and serves on the Executive Committee and Corporate Governance & Nominating Committee. Sauder retired from Sauder Woodworking Co. after 36 years, including 23 years as President/CEO; he holds an MBA from Duke University and an undergraduate degree from Miami University . During 2024, he attended 100% of Board and committee meetings; FMAO’s Board met 6 times in 2024 and committee meeting frequencies are detailed below .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sauder Woodworking Co. | President & CEO; prior leadership roles | 36 years (23 as President/CEO) | Led North America’s largest RTA furniture maker; expertise in corporate management, finance, sales/marketing, HR; supported M&A, turnarounds, strategic planning |
| American Home Furnishings Alliance (AHFA) | Past Chairman | Not disclosed | Industry leadership; recipient of the 2023 AHFA Distinguished Service Award |
| ProMedica Health System | Past Board Member; Finance Committee Chair | Not disclosed | Financial oversight and governance experience in healthcare system |
External Roles
| Organization/Institution | Capacity | Notes |
|---|---|---|
| American Home Furnishings Alliance | Past Chairman | 2023 AHFA Distinguished Service Award recognition |
| ProMedica Health System | Past Board Member; Finance Committee Chair | Governance and finance oversight experience |
| Education | MBA, Duke University; BA/BS, Miami University | Core credentials supporting finance/strategy oversight |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under NASDAQ rules (exceptions on Board: CEO Lars B. Eller and former Bank executive Andrew J. Briggs; Sauder not among exceptions) |
| Board Tenure | Director since 2004 |
| Roles | Vice Chairman of the Board; Compensation Committee Chair; Executive Committee member; Corporate Governance & Nominating Committee member |
| Committee Memberships (2024) | Compensation (Chair); Corporate Governance & Nominating (Member) |
| Meeting Attendance (2024) | 100% attendance for Board and committees served |
| Meeting Frequencies (2024) | Company Board: 6; Audit: 6; Compensation: 3; Corporate Governance & Nominating: 5; Enterprise Risk Management: 6 |
| Annual Meeting Attendance | All directors attended the 2024 Annual Meeting |
| Other Public Co. Boards | None – no Board member serves on any other SEC-registered company board |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) – Kevin J. Sauder | $55,000 | Reflects Committee Chair retainer |
| 2024 Stock Awards – Kevin J. Sauder | $15,007 | Annual director equity award (shares equivalent to $15,000; granted immediately preceding first Thursday in June 2024) |
| Director Fee Structure (effective 1/1/2024) | Board Chairman cash retainer: $70,000; Committee Chair: $55,000; Non-Committee Chair Director: $50,000 | Plus equity grant equivalent to $15,000 per director; service prorated; travel expense reimbursement for >60-mile residence |
Performance Compensation
Directors do not receive performance-based cash bonuses or options; equity grants are time-based under the LTIP . As Compensation Committee Chair, Sauder oversees executive compensation programs and the LTIP performance design:
| 2025 LTIP Performance Share Metrics (examples) | How Used |
|---|---|
| EPS; Total Revenue; Net Interest Income; Net Income; ROE; ROA; Efficiency Ratio | Committee may set performance objectives; payouts in shares based on goal attainment |
| Loans; Deposits; Tangible Equity; Assets; Net Charge-offs; Nonperforming Assets | Operational/credit metrics selectable per award |
| Comparative Objectives | Performance may be measured relative to peer companies; Committee may modify objectives for accounting/regulatory changes |
| Administration | Plan administered by independent, non-employee Compensation Committee |
The Compensation Committee reviewed the CD&A with management and recommended inclusion in the 2025 proxy, confirming active oversight; members: Kevin J. Sauder (Chair), Dr. Marcia S. Latta, David P. Vernon .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public Company Boards | None (no FMAO Board member serves on other SEC-registered company boards) |
| Compensation Committee Interlocks | None; no member has relationships requiring Item 404 disclosure |
| External Committees/Roles | AHFA past Chairman; ProMedica Finance Committee Chair |
Expertise & Qualifications
- Executive leadership in large private manufacturing; expertise in corporate finance, sales/marketing, HR, M&A, turnarounds, strategy, executive compensation, and shareholder relations .
- Governance credentials in healthcare and industry associations; MBA (Duke), undergraduate (Miami University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kevin J. Sauder | 6,657 | 0.049% | As of 12/31/2024; total outstanding shares were 13,699,536 as of 1/1/2025 |
| Pledging/Hedging | Hedging policy not adopted; pledging not disclosed | Potential governance concern (absence of anti-hedging/pledging policy) |
Governance Assessment
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Strengths
- Independent director with deep operating and compensation oversight experience; Vice Chairman and Compensation Committee Chair roles indicate strong board influence .
- Full attendance and active committee participation; Board/committee meeting cadence appropriate for a NASDAQ-listed bank .
- No public company directorships or compensation interlocks; annual independence review affirms independence .
-
Potential Risks / RED FLAGS
- No explicit anti-hedging policy adopted; absence of a formal prohibition can weaken ownership alignment signals for insiders and directors .
- Director equity ownership is modest (6,657 shares, 0.049%), which may limit “skin-in-the-game” alignment compared to best-practice peers; ownership guidelines for directors are not disclosed .
- Executive Committee role plus Compensation Chair centralizes influence; while common for seasoned directors, concentration warrants monitoring for balanced oversight .
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Additional Notes
- Related-party transactions limited to ordinary-course banking dealings with no material interests; Audit Committee pre-approves non-exempt related-party transactions .
- The Compensation Committee uses independent advisors and peer data (22 bank holding companies) to benchmark director/executive pay—supportive of pay governance .