Lori Johnston
About Lori A. Johnston
Lori A. Johnston (age 63) is an independent director of Farmers & Merchants Bancorp, Inc. (FMAO) and has served on the board since 2020 . She is EVP – President of Paramount Health Care at Medical Mutual, following a long executive career at ProMedica and earlier tenure at Ernst & Young; she holds an MBA from The Ohio State University (Fisher College of Business) and a BBA in Accounting from the University of Toledo, and is a former CPA (inactive) . The board has designated her the Audit Committee “financial expert,” and she currently chairs the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medical Mutual / Paramount Health Care | EVP – President, Paramount Health Care; Product Line Executive for Medicare | Paramount became part of Medical Mutual in May 2024; current | Leads operations/integration of Paramount into Medical Mutual’s health plan across OH, MI, IN, KY |
| ProMedica Health System | President, ProMedica Insurance Corp.; VP & SVP Finance (12 years); CIO; President, ProMedica Physicians Group | Executive roles since 1996 | Led insurance operations across multiple states; oversaw EHR (Epic) implementation; broad corporate management/finance/IT oversight |
| Ernst & Young | Senior Manager, Audit & Healthcare Consulting | 13 years | Led audits and consulting projects in Northern Ohio/Southeastern Michigan |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Health Plan Alliance | Board Member | Current | Industry collaboration in health plans |
| Ohio Association of Health Plans | Past Chairman of the Board | Prior | Statewide payer policy/advocacy leadership |
| Toledo Mud Hens & Toledo Walleye | Board Member | Current | Community engagement |
| The Inverness Club | Board Member | Current | Community/club governance |
| St. Francis de Sales HS Foundation | Board Member | Current | Education philanthropy |
| Advisory Council for Area Office on Aging | Advisory Member | Current | Community/aging services |
| Northwest Ohio Go Red for Women | Chair (recent) | Recent | Cardiovascular health advocacy |
| YWCA of Northwest Ohio | Co-Chair, $12M capital campaign | Recent | Fundraising leadership |
The proxy states that no board member serves on the board of any other SEC-registered public company, implying Johnston holds no other public company directorships at this time .
Board Governance
| Committee | Role (as of 12/31/2024) | Meetings in 2024 |
|---|---|---|
| Audit Committee | Chair | 6 |
| Compensation Committee | Not a member | 3 |
| Corporate Governance & Nominating | Not a member | 5 |
| Enterprise Risk Management | Not a member | 6 |
- Independence: The board determined all directors are independent under Nasdaq rules except the CEO (Lars Eller) and Andrew J. Briggs; Johnston is independent .
- Attendance: Each director attended 100% of board and applicable committee meetings in 2024 and 2023 .
- Audit leadership: As Audit Chair and designated “financial expert,” Johnston oversees auditor selection/oversight and internal control/risk reporting (FORVIS Mazars served as 2024 auditor; Plante Moran proposed for 2025) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash retainer (role-based) | $55,000 (Audit Committee Chair) | $55,000 (Audit Committee Chair) |
| Director equity grant (valued at) | $15,000 (shares under 2015 LTIP) | $15,007 (shares under 2015 LTIP) |
| Structure (boardwide) | Chair $70k; Committee Chair $55k; Non-chair $50k; plus $15k shares; paid regardless of meeting modality; travel reimbursement policy | Chair $70k; Committee Chair $55k; Non-chair $50k; plus $15k shares; awarded immediately preceding first Thursday in June 2024; pro-rated by service |
Performance Compensation
| Metric/Instrument | 2023 | 2024 |
|---|---|---|
| Equity vehicle/type | Number of company shares equivalent to $15,000 grant value under 2015 LTIP; not described as performance-conditioned | Number of company shares equivalent to $15,007; awarded immediately preceding first Thursday in June; pro-rated by service; not described as performance-conditioned |
| Performance metrics tied to director pay | None disclosed | None disclosed |
| Option awards/vesting | None disclosed | None disclosed |
Governance of equity plan: The proposed 2025 LTIP prohibits option repricing, disallows discount options, has no evergreen, and sets a 2,000,000 share pool, administered by independent non-employee directors .
Other Directorships & Interlocks
- Public company boards: The proxy states no FMAO director serves on another SEC-registered company board (no external public interlocks for Johnston) .
- Compensation Committee interlocks: None (committee members had no relationships requiring Item 404 disclosure; no cross-board employment ties) .
Expertise & Qualifications
- Financial expertise: Audit Committee “financial expert” under Sarbanes–Oxley; deep accounting/finance background, audit/controls, and risk oversight .
- Healthcare/operations/IT: Led payer operations and EHR (Epic) implementation; executive roles spanning finance, CIO, and provider group leadership .
- Education/credentials: MBA (Ohio State – Fisher), BBA Accounting (University of Toledo), former CPA (inactive) .
Equity Ownership
| Date | Beneficially Owned Shares | % of Shares Outstanding |
|---|---|---|
| 12/31/2023 | 1,293 | 0.01% |
| 12/31/2024 | 539 | 0.004% |
The board and NEOs as a group owned 999,588 shares (7.297%) as of 1/1/2025; Johnston individually held 539 shares .
Governance Assessment
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Strengths
- Independent director with 100% attendance and Audit Committee Chair role; designated “financial expert” enhances financial reporting rigor and auditor oversight .
- No other public company boards (lower interlock risk); board confirms independence status for all non-executive directors .
- Director pay uses modest equity grants in shares, aligning partially with shareholders; equity plan governance prohibits repricing and lacks evergreen features .
-
Potential concerns / monitor
- Ownership alignment appears modest: beneficial ownership decreased from 1,293 (12/31/2023) to 539 shares (12/31/2024); cause not disclosed. Monitoring future share accumulation or guideline disclosures (if any) could be warranted .
- Related-party exposure: Company notes ordinary-course banking transactions with directors/associates on market terms and no material related-party transactions in 2024; continued pre-approval oversight by the Audit Committee is important .
-
Other signals
- Auditor transition: FORVIS Mazars audited 2024; Audit Committee recommends Plante Moran for 2025—an expected area of focus for Audit Committee continuity and fee/quality considerations .
- Compensation governance: No compensation committee interlocks; use of independent compensation advisor and peer benchmarking for directors and executives supports pay governance .