Bart Olson
About Bart Olson
Bart R. Olson (age 57) is Executive Vice President and Chief Financial Officer (CFO) of Farmers & Merchants Bancorp (FMCB) since March 27, 2023, and also serves as Corporate Secretary and Co‑Chair of the Bank’s Asset Liability Committee (ALCO) . He previously was a financial institutions audit Partner at KPMG for nine years and later held senior finance roles, including CFO, at several financial institutions, bringing depth in financial accounting, operations, and risk management . Under current management, FMCB reported 2024 net income of $88.5 million, ROAA of 1.64%, ROAE of 15.49%, and a 46.24% efficiency ratio, while cumulative TSR since 2019 has outperformed the S&P 600 Regional Banks by $26.92 (21.7%) through year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| KPMG LLP | Audit Partner (Financial Institutions) | 9 years | Led audits of financial institutions, strengthening accounting, controls, and risk expertise |
| Various financial institutions | Senior finance roles, including CFO | Not disclosed | Built financial operations and risk management capabilities; prepared for public company CFO role |
External Roles
- None disclosed in company filings .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $429,422 | $554,231 |
| Auto Usage / Car Allowance | $10,000 | $12,000 |
| Insurance Premiums | $26 | $27,115 |
| Company Contributions to Retirement/401(k) | $40,732 | $41,819 |
| All Other Compensation (total) | $708,956 | $1,000,211 |
Notes:
- Tax reimbursements related to split‑dollar BOLI were $0 for Mr. Olson in 2023 and 2024 .
- The company terminated its non-qualified Executive Retirement Plan effective November 29, 2024, with distributions to occur 12–24 months post-termination under 409A (see Equity Ownership & Alignment) .
Performance Compensation
| Component | Metric(s) | Weighting/Targets | 2024 Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Performance-Based Bonus | Net income, ROAA, ROAE, efficiency ratio; strategic progress; regulatory results; economic conditions | Not formulaic; no hard targets or weightings; guidelines: NEOs 0–125% of base salary | Company achieved $88.5m NI, ROAA 1.64%, ROAE 15.49%, efficiency 46.24% | 2024 bonus paid $550,000; Board did not exceed guidelines | Cash bonus; immediate |
| Non-Qualified Executive Retirement Plan (pre-termination) | Performance Component tied to long-term cumulative profitability and market cap (capped at 20x EPS); Equity Component invested primarily in FMCB stock | Performance Component vests 50% year 1, 50% year 2; Equity Component vests immediately | Company credited contributions annually; 2024 registrant contribution to Olson $919,277 | Becomes payable upon termination, CIC, death/disability, or (post 12/1/2021) at age 59½ if elected | As stated (pre-plan termination) |
| 2025 Restricted Stock Retirement Plan (RSAs) | Restricted stock | Plan authorizes up to 80,000 shares; terms set per award | NEO RSAs granted Feb 3, 2025 (post‑FY grants) | Ratable vesting over 2 or 3 years from vesting start; accelerates on death, disability, or Change of Control (retirement acceleration at Committee discretion) | 2–3 years or accelerated per plan |
Program design notes:
- Bonus philosophy is deliberately judgmental and avoids formulaic weightings; guidelines for NEOs are 0–125% of base salary (CEO 0–200%); no use of discretion above guidelines in 2024 .
- No stock options; RSAs begin under the 2025 Plan; no equity grants outstanding as of 12/31/2024 .
Equity Ownership & Alignment
| Item | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Beneficial Ownership (shares) | 328 shares; “*” (less than 1%) | 690 shares; “*” (less than 1%) |
| Shares pledged as collateral | None (company notes no pledged shares) | None (company notes no pledged shares) |
| Hedging/Pledging policy | Company states it does not have an anti‑hedging or anti‑pledging policy | Company states it does not have an anti‑hedging or anti‑pledging policy |
Non-Qualified Deferred Compensation (Executive Retirement Plan) – Bart R. Olson
| Metric | 2023 | 2024 |
|---|---|---|
| Registrant Contributions (Company) | $645,427 | $919,277 |
| Aggregate Earnings (Year) | $32,065 | $49,366 |
| Aggregate Balance (Year-End) | $677,492 | $1,646,135 |
Additional alignment/vesting context:
- The Executive Retirement Plan was terminated effective Nov 29, 2024; balances must be distributed 12–24 months after termination (i.e., expected during 2025–2026). Balances invested in FMCB stock are generally distributed in stock (subject to withholding), creating potential supply upon distribution .
- Under the 2025 Restricted Stock Retirement Plan, RSAs vest over 2–3 years; unvested shares accelerate on death, disability, or Change of Control; retirement may be accelerated at Personnel Committee discretion .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | March 27, 2023 (joined as EVP & CFO) |
| Contract structure | Employment agreements generally run for an initial two‑year term and auto‑renew for successive two‑year terms unless terminated; include base salary, annual bonus eligibility, participation in non‑qualified/qualified plans, auto or allowance, and insurance benefits . |
| Termination without cause / good reason | Lump sum ranges from 12.0x monthly base compensation to up to 2.0x the executive’s highest “Total” SCT compensation; plus vested balances in qualified and non‑qualified plans (subject to the plan’s termination distribution timing) . |
| Change of Control (CIC) economics | Up to 2.0x highest “Total” SCT compensation; up to three years of COBRA premiums (up to $187,000 per NEO as of 12/31/2024); accelerated benefits under the Executive Retirement Plan; 280G excise tax gross‑up; for certain NEOs, cash value of company car; some NEOs also receive an additional $125,000–$250,000 or 0.25%–0.50% of total Bancorp stockholder value depending on transaction structure . |
| Non‑compete / Non‑solicit | CIC and severance payments are conditioned on execution of non‑competition and non‑solicitation covenants and a general release . |
Investment Implications
- Pay-for-performance linkage: Annual bonuses are anchored to profitability/efficiency (net income, ROAA/ROAE, efficiency ratio) and qualitative factors, but are non‑formulaic. Olson’s 2024 bonus ($550,000) sat within the Committee’s 0–125% guideline framework; the Board did not exercise upward discretion in 2024, indicating discipline .
- Alignment and potential selling pressure: Olson’s deferred comp balance ($1.65m at 2024 YE) sits in a plan invested primarily in FMCB stock and must be distributed 12–24 months post plan termination (i.e., in 2025–2026), which could create incremental stock supply upon distribution. New 2025 RSAs vest ratably over 2–3 years, adding periodic vesting-related supply considerations; RSAs fully accelerate on a Change of Control .
- Governance and red flags: FMCB explicitly has no anti‑hedging/anti‑pledging policy (though no shares are currently pledged), and executive CIC packages include 280G gross‑ups—both shareholder‑unfriendly features to monitor in governance assessments .
- Retention risk: Auto‑renewing two‑year agreements, robust severance/CIC protections, and the shift to time‑vested RSAs reduce near‑term voluntary departure risk, particularly during plan transition and vesting periods .
- Execution track record context: Company performance remained strong in 2024 (NI $88.5m; ROAA 1.64%; ROAE 15.49%; efficiency 46.24%), and cumulative TSR since 2019 has outperformed the regional bank peer index—positive backdrop for the CFO’s tenure and incentive realizations, though TSR declined from 2023 to 2024, moderating optics for stock‑linked incentives .
Additional context:
- Beneficial ownership remains de minimis (<1%), but deferred compensation balances invested in FMCB stock and new RSAs provide economic exposure. No evidence of pledging; Section 16 filings were timely in aggregate for executives in 2024 except minor administrative delays unrelated to Olson .
Appendix: Compensation Peer Group and Say-on-Pay
- Compensation peer group (proxy 2025): Bank of Marin, Bank of Stockton, Bank of the Sierra, Community West Bank, Citizens Business Bank, El Dorado Savings Bank, Exchange Bank, First Northern Bank of Dixon, Five Star Bank, Fremont Bank, Heritage Bank of Commerce, Mechanics Bank, Poppy Bank, Tri Counties Bank .
- Say-on-pay: 92.95% approval in 2023; shareholders supported triennial frequency (84.21% in 2023) .