Steven Planson
About Steven J. Planson
Steven J. Planson (age 65) has served as an independent director of Farmers & Merchants Bancorp, Inc. (FMAO) since 2008. He is President of Planson Farms, Inc., managing a large family farm focused on grain production and processing tomatoes, and is involved with a family trucking operation; he has been recognized as the Ohio Farm Bureau Federation’s Outstanding Young Couple and has received Red Gold Master Grower Awards. He is a lifetime resident of Williams County, Ohio, a long‑tenured Springfield Township Trustee (over 30 years), and previously served on the Bank’s Stryker Advisory Board; he currently sits on the Corporate Governance & Nominating Committee and the Enterprise Risk Management (ERM) Committee. The Board determined he meets NASDAQ independence standards (independent) and he attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Springfield Township (Williams County, OH) | Trustee | Over 30 years | Served on Zoning Board; local governance experience |
| Stryker Farmers Exchange Board | Board Member; President | 22 years; President for 6 years | Cooperative governance; ag community leadership |
| The Farmers & Merchants State Bank – Stryker Advisory Board | Advisory Board Member | Prior to joining FMAO Board (date not specified) | Local market advisory; community banking perspective |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Public company directorships | None | — | No FMAO director serves on boards of other SEC‑registered companies |
| Williams County Farm Bureau | Member | Non‑profit/Industry | Local agricultural advocacy |
| Stryker Heritage Council | Member | Non‑profit | Community engagement |
| Stryker Rotary Club | Member | Non‑profit | Paul Harris Award recipient (2011) |
| Friends of Stryker Library | Member | Non‑profit | Community support |
Board Governance
| Committee | Role | Chair? | Meetings in 2024 |
|---|---|---|---|
| Corporate Governance & Nominating | Member | Chair: Marcia S. Latta | 5 |
| Enterprise Risk Management (ERM) | Member | Chair: Frank R. Simon | 6 |
- Independence: Determined independent under NASDAQ rules; exceptions to independence were President/CEO Lars B. Eller and former executive Andrew J. Briggs (Planson not among exceptions) .
- Attendance: Each director attended 100% of Board and committee meetings in 2024 (Company Board met 6 times; table shows Board 7, Audit 6, Compensation 3, Corporate Governance 5, ERM 6; Planson attended all sessions for committees he serves) .
- Other governance: The Board has separate non‑employee Chairman and CEO roles; committee charters and Code of Business Conduct & Ethics are in place .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non‑committee chair director) | $50,000 | Director fee structure effective Jan 1, 2024: Non‑committee chair directors $50,000; committee chairs $55,000; Chairman $70,000 . Planson’s 2024 fees earned: $50,000 |
| Equity grant (restricted stock) | $15,007 | Each Director awarded shares equivalent to $15,000; granted immediately preceding the first Thursday in June 2024; Planson’s grant fair value: $15,007 |
Performance Compensation
| Metric | Applied to Director Awards? | Notes |
|---|---|---|
| Performance share metrics (EPS, revenue, ROE/ROA, etc.) under LTIP | Not disclosed for directors | The 2025 LTIP permits performance share awards with metrics (EPS, total revenue, ROA, ROE, etc.), but director equity in 2024 was a fixed $15,000 stock award; no director‑specific performance metrics disclosed |
| Option/SAR features | Not used for director compensation in 2024 | The LTIP prohibits option repricing and discount options; no director options reported for 2024 |
Other Directorships & Interlocks
| Company | Role | Interlock Type | Notes |
|---|---|---|---|
| None (public companies) | — | — | The proxy states no FMAO Board member serves on another SEC‑registered public company board |
- Compensation Committee interlocks: Committee members in 2024 were Sauder (Chair), Latta, and Vernon; no member had relationships requiring Item 404 disclosure and no executive officer served on another company’s board employing any FMAO director .
Expertise & Qualifications
- Agricultural operations and finance: Farm business management, commodity sales and marketing, and local farm economy insight; Master Grower awards .
- Local government: 30+ years as Township Trustee; zoning board experience informs land use and community issues relevant to banking footprint .
- Community leadership and recognition: Paul Harris Award (Rotary Foundation) and multiple civic memberships, reinforcing stakeholder network in core markets .
Equity Ownership
| Holder | Shares | Notes | % of Outstanding |
|---|---|---|---|
| Steven J. Planson (beneficial) | 28,461 | 17,558 individual; 4,118 individual trust; 3,774 jointly with spouse; 3,011 spouse individual | 0.208% |
| Shares outstanding (voting) | 13,699,536 | As of Jan 1, 2025; restricted shares entitled to vote included | — |
- Pledging/Hedging: The Company has not adopted policies restricting hedging/offsetting transactions by directors or employees, which can be a governance weakness if used; no pledging disclosures specific to Planson were provided .
Governance Assessment
- Alignment and independence: Planson is independent, serves on governance‑critical committees (Corporate Governance & Nominating; ERM), and maintained 100% attendance—signals strong engagement and oversight capacity .
- Pay mix and ownership: Director compensation blends cash ($50,000) and equity ($15,007) annually; he beneficially owns 28,461 shares (0.208%), which provides some “skin in the game,” though ownership is modest relative to total shares outstanding .
- Conflicts/related party exposure: Proxy notes certain director/associate banking transactions (loans/deposits) were ordinary‑course at market terms with Audit Committee oversight; no material related‑party interests disclosed for Planson—low conflict risk as presented .
- Policy strengths: Formal committee charters, Code of Conduct administered by independent Audit Committee, and structured risk oversight via ERM committee enhance board effectiveness .
- Red flags/areas to monitor:
- Hedging policy gap: Company states it has not adopted policies limiting insider hedging; investors may view hedging permissions as misaligned with shareholder interests if used .
- Board interlocks: None with other public companies (positive), but continue monitoring ordinary‑course banking relationships for directors given Planson’s regional business ties .
- Change‑in‑control vesting: LTIP provides immediate vesting on death, disability, or change‑in‑control unless award agreements specify otherwise; while common, accelerated vesting can weaken long‑term performance alignment if equity is substantial for directors .
Overall, Planson’s independence, committee roles in governance and risk, and full attendance support board effectiveness. Compensation and modest share ownership provide baseline alignment, with the primary governance weakness being the absence of a hedging prohibition; no material related‑party conflicts are disclosed specific to Planson in 2024 .