Marcia Latta
About Marcia S. Latta
Independent director of Farmers & Merchants Bancorp, Inc. (FMAO); age 63; serving on the board since 2009. She chairs the Corporate Governance & Nominating Committee and serves on the Compensation Committee; she attended 100% of Board and committee meetings in 2024. Dr. Latta is a governance and advancement specialist who has raised over $400 million for higher education and healthcare; she holds a Doctor of Education (Leadership & Policy Studies) from Bowling Green State University and completed Harvard’s School of Education Management and Leadership program; she resides in Wood County, Ohio. Beneficial ownership: 7,324 shares, representing 0.053% of outstanding shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Findlay | Vice President for University Advancement | Not disclosed | Led fundraising, alumni and parent relations, and Mazza Museum; major advancement leadership |
| DePauw University | Vice President for Advancement | Not disclosed | Advancement leadership; governance expertise |
| Bowling Green State University Foundation | Vice President; Campaign Director for BGSU Centennial Campaign | Not disclosed | Oversaw investments and grant awards for a $120 million foundation; campaign leadership |
| Healthcare foundation | Chief Executive Officer | Not disclosed | Led healthcare foundation; advancement/governance |
| U.S. Congress | Congressional Aide | Early career (not disclosed) | Public policy exposure; stakeholder engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ohio State Parks Foundation | Founding member; Executive Committee; Governance Committee Chair | Not disclosed | Governance leadership in non-profit setting |
| Watterson Family Foundation | Board role | Not disclosed | Philanthropy/board service |
| Bowling Green Community Foundation | Founding President | Not disclosed | Community philanthropy leadership |
| Toledo Zoo | Prior Board Member | Past | Civic/educational institution governance |
| Historic Sauder Village | Prior Board Member | Past | Regional cultural institution governance |
| Ohio Citizens for the Arts | Prior Board Member | Past | Arts advocacy governance |
Board Governance
- Committee assignments and chair roles:
- Corporate Governance & Nominating Committee: Chair; 5 meetings in 2024
- Compensation Committee: Member; 3 meetings in 2024
- Audit Committee: Not a member; committee held 6 meetings in 2024
- Enterprise Risk Management Committee: Not a member; committee held 6 meetings in 2024
- Board of Directors: Member; Board met 7 times in 2024; 100% attendance by all directors
- Independence: Board determined all directors meet Nasdaq independence standards except the CEO (Lars Eller) and Andrew Briggs; Dr. Latta is independent .
- Other public company boards: The proxy states no director serves on any other SEC-registered public company board (eliminating direct interlocks) .
- Annual Meeting engagement: All directors attended the 2024 Annual Meeting; attendance expected by governance guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash retainer (2024) | $55,000 | Committee Chair cash retainer level; consistent with fee schedule |
| Stock award (2024) | $15,007 | Annual director grant; shares equivalent to $15,000 awarded near first Thursday in June 2024 |
| Meeting fees | Not separately disclosed | Full compensation provided regardless of in-person/virtual participation |
| Travel reimbursement | Policy in place | Reimbursed for directors residing outside a 60-mile radius of corporate office |
Performance Compensation
| Performance Metric | Tied to Director Pay? | Detail |
|---|---|---|
| EPS, ROA targets | No | These apply to executive cash incentives; not disclosed as components of director compensation |
| TSR/relative performance | No | Director equity is a fixed-value annual grant; no disclosed performance conditions for directors |
| Performance share awards (Plan capability) | Possible at plan level | Plan permits performance awards, but 2024 director compensation shows fixed-value stock grants |
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | Proxy states no FMAO director serves on another SEC-registered company board |
| Compensation Committee interlocks | None | — | No relationships requiring Item 404 disclosure; no executive officer serves on another company’s board/comp committee employing an FMAO director |
Expertise & Qualifications
- Board governance: Decades of experience on governance committees across four organizations; chaired three; lead staff for multiple trusteeship committees; academic researcher/presenter on governance .
- Fundraising/advancement: Raised over $400 million for higher education and healthcare organizations; oversight of $120 million foundation investments/grant awards .
- Education: Ed.D. in Leadership & Policy Studies (BGSU); completed Harvard School of Education Management and Leadership program .
- Recognition: Outstanding Fundraising Professional (Northwest Ohio AFP, 2009); Woman of Distinction (Western Ohio Girl Scouts, 2013) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 7,324 |
| Ownership % of shares outstanding | 0.053% |
| Shares pledged as collateral | Not disclosed in proxy |
| Insider trading policy | Adopted; policy filed as exhibit to 2024 Form 10-K |
| Hedging policy | Company has not adopted anti-hedging practices/policies for directors or employees |
| Director stock ownership guidelines | Not disclosed in proxy |
Insider filings: The proxy notes two inadvertent late Section 16 filings each for the CEO and two executives; no late filings are disclosed for Dr. Latta .
Governance Assessment
-
Positives:
- Independent director; chairs Corporate Governance & Nominating and serves on Compensation—key levers for board composition and pay oversight .
- 100% attendance across Board and committee meetings, signaling strong engagement .
- No public-company interlocks; no related-party transactions beyond ordinary-course banking; audit pre-approval framework for any related-party interactions .
- Transparent director compensation structure with clear cash retainer levels and standardized equity grants .
-
RED FLAGS / Watch items:
- Absence of an anti-hedging policy may permit directors to hedge exposure, weakening ownership alignment relative to best practices .
- Modest personal share ownership (7,324; 0.053%), which may indicate limited “skin in the game” versus larger holders; consider monitoring accumulation over time .
- No disclosed director stock ownership guidelines, reducing formal alignment pressure compared to peers that require multiples of retainer/salary .
-
Additional context:
- The Long-Term Stock Incentive Plan permits performance awards at the plan level, but director grants in 2024 were fixed-value stock, not performance-conditioned .
- Corporate Governance & Nominating oversees board nominations and shareholder communications; chaired by Dr. Latta, it conducted self and peer evaluations in 2024 .