Shalini Singhal
About Shalini Singhal
Shalini Singhal, age 49, is Senior Vice President and Chief Information Officer of Farmers & Merchants Bancorp, Inc. (FMAO), appointed June 1, 2020 . As CIO, she is designated by the Board to manage Information Technology risk, chair the IS Steering Committee, and oversee vendor management reporting to management and the Board’s ERM/Audit committees . Company performance context: value of a $100 investment (TSR proxy) was $99 (2024), $80 (2023), $85 (2022), and net income was $25.94m (2024), $22.79m (2023), $32.52m (2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Farmers & Merchants Bancorp, Inc. | SVP & CIO | 2020–present | Board-appointed owner for IT risk governance; chairs IS Steering; leads vendor management oversight and reporting into ERM/Audit |
| — | Not disclosed in 2025 DEF 14A | — | Proxy lists current role/appointment but does not provide prior employment details |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | Not disclosed in 2025 DEF 14A | — | No external directorships/affiliations for Singhal disclosed in proxy |
Fixed Compensation
| Year | Base salary ($) | All other compensation ($) | All other comp breakdown |
|---|---|---|---|
| 2024 | 233,044 | 18,135 | HSA/retirement $17,385; life insurance premiums $750 |
Performance Compensation
2024 incentive design for executives: ROA-based pool at 20% of base for non-CEO executives at target ROA 0.80% (prorates from 0.60%–0.80% and above), paid in Q1 following year; select executives also had an EPS component, but the two senior vice presidents (including Singhal) were not eligible for the EPS piece in 2024 .
| Metric | Weight | Target | Actual | Payout vs target | Vesting/timing |
|---|---|---|---|---|---|
| Bank ROA | 80% (of incentive) | 0.80% | 0.828% (adjusted) | 104.3% of target for ROA component | Paid Q1 2025 |
| Individual goals | 20% (of incentive) | 100% goals | Achieved 100% | 100% of target | Paid Q1 2025 |
| EPS (Company) | 0% (not eligible) | $1.73/$1.82/$1.94 tiers | $1.90 produced 113.33% payout for eligible execs | Not applicable to Singhal | — |
Total non-equity incentive compensation paid to Singhal for 2024 was $48,566, consistent with the above structure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 5,653 common shares; 0.041% of shares outstanding as of 12/31/2024 |
| Unvested restricted stock outstanding | 4,020 shares; market value $118,389 at $29.45 on 12/31/2024 |
| Latest grant | 1,520 RS shares granted 3/1/2024; grant-date FV $30,704; 3-year cliff vest |
| Upcoming vesting | 1,520 shares scheduled to vest 3/1/2027 |
| Recent vesting | 1,000 shares vested from 8/17/2021 grant on 8/17/2024; value realized $25,550 |
| Options | No option awards reported for 2024 (Option Awards $0) |
| Pledging/hedging | Insider trading policy exists; proxy states the Company has not adopted policies regarding insiders hedging Company stock; no pledging disclosure provided |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Named SVP & CIO on June 1, 2020; age 49 |
| Employment agreement | No individual employment or CIC agreement for Singhal disclosed; CIC and acceleration addressed via equity plan terms |
| Equity vesting acceleration | Awards vest immediately upon death, disability, and following a Change in Control unless otherwise set in award agreement |
| Clawback | Executive Compensation Clawback Policy applies to incentive compensation tied to financial reporting measures; incorporated into LTIP and compliant with SEC/Nasdaq rules |
| Death/disability benefits | Potential death benefits include $100,000 ESIA and $470,000 group term life; unvested equity accelerates (values as of 12/31/2024) |
Additional Company Context Affecting Incentives
- Compensation philosophy emphasizes pay-for-performance; peer benchmarking across 22 regional bank peers informs pay levels and targets .
- Annual say-on-pay is held; 2024 received “significant” support, with program substantially maintained; 2025 Say-on-Pay recommended “FOR” by Board .
Investment Implications
- Incentive alignment: Singhal’s 2024 bonus was driven by ROA (0.828% vs 0.80% target) and individual objectives, with no EPS component exposure—tilting her cash at-risk pay toward balance-sheet profitability and execution rather than headline EPS, which can reduce pro-cyclicality but may mute direct shareholder-return linkage .
- Equity exposure and selling pressure: She holds 4,020 unvested RS shares with a 3-year cliff schedule; with only 1,520 due in 2027 per schedule, near-term vest-driven selling pressure appears limited on current disclosures; all unvested awards would accelerate upon death/disability/CIC, which can create lump-sum supply in change events .
- Governance safeguards: A formal clawback policy is in place and embedded in the LTIP, supporting recovery on restatements; however, the proxy discloses no hedging policy restricting insiders from hedging Company stock—an alignment gap to monitor for risk mitigation practices .
- Ownership alignment: Beneficial ownership is modest at 0.041% of shares outstanding, typical for an SVP at a community bank; no pledging disclosure was provided, and Section 16 review noted no Singhal filing delinquencies in 2024 (late filings were cited for other officers) .
- Operational stewardship: As CIO, Singhal is the Board-appointed owner of IT risk governance, chairing IS Steering with monthly cadence and annual IT audits/cyber reviews reporting into Audit/ERM—this scope underscores her direct impact on operational resilience, vendor risk, and regulatory posture, key value drivers for bank valuation and cost of risk .
Appendix: Company Pay vs. Performance (context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR proxy) ($) | 85 | 80 | 99 |
| Net income ($000s) | 32,515 | 22,787 | 25,938 |
Notes: All data are as disclosed in FMAO’s 2025 DEF 14A (covering 2024 fiscal year).