Craig James
About Craig W. James
Craig W. James, 65, is an independent director of Farmers & Merchants Bancorp, serving since 2018 (Bank board 2018; added to the Company board in 2022). He is Co‑Chairman of the Asset Liability Committee (ALCO) and a member of the Community Reinvestment Act (CRA) Committee; in February 2025 he was also appointed to the Nominating Committee. A former director of Bank of Rio Vista, James is Owner/Broker of Northwestern Insurance, bringing agriculture and small-business expertise and local market connectivity in Lodi, CA. Each incumbent director, including James, attended more than 75% of board and committee meetings in 2024 and attended the 2024 annual meeting; James is considered independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Rio Vista | Director (former) | Not disclosed | Added to F&M Bank Board in connection with acquisition, contributing community banking perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Insurance | Owner/Broker | Current (not otherwise disclosed) | Provides agriculture and small-business expertise to F&M Board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq Rule 5605(a)(2) (all nominees independent except Ms. Skinner and Mr. Steinwert) |
| Committees (current/most recent) | ALCO (Co‑Chairman as of Feb 2025; voting member in 2024), CRA Committee member, Nominating Committee member (appointed Feb 2025) |
| Meeting attendance | Each incumbent director attended >75% of board and assigned committee meetings in 2024; all directors attended the May 2024 annual meeting |
| Board/committee cadence | Board met 12x in 2024; ALCO 5x; CRA 12x; Nominating 1x in 2024 |
| Leadership structure | CEO also serves as Chairman; Board has not designated a Lead Independent Director (mitigations cited: CEO not on Audit & Risk or Personnel Committees) |
Fixed Compensation
| Component (Director) | Structure/Amount | Notes |
|---|---|---|
| Board meeting fees | $3,200 per Board meeting (Outside Directors) | Cash retainer per meeting attended |
| Committee meeting fees | $1,000 per meeting; $1,200 for committee chairs ($1,400 for Audit & Risk Chair) | Paid per meeting attended |
| Medical stipend | Up to $550 per month for outside Directors | Not an employee plan participation |
| Non‑qualified plan contributions (legacy) | $152,000 (2024) for James (Executive Retirement Plan – Equity Component) | Plan terminated effective Nov 29, 2024; contributions reflected for 2024 year |
| 2024 fees earned in cash (James) | $57,400 | Reflects Board and committee attendance |
| All Other Compensation (James) | $91,600 (includes $85,000 director bonus and medical stipend policy) | Policy provides up to $550/month medical; all outside Directors received $85,000 bonus in 2024 |
| Total 2024 Director Compensation (James) | $301,000 | Sum of categories per proxy table |
Performance Compensation
| Program | Metric(s) / Design | 2024 Amount / Status |
|---|---|---|
| Annual Director Bonus | Company performance as determined by the Personnel Committee; specific metrics not formulaically disclosed for Directors | $85,000 (for each Outside Director in 2024) |
| 2025 Restricted Stock Retirement Plan (Directors eligible) | Awards of restricted stock; vesting terms set by Personnel Committee; unvested shares may receive dividends only if shares vest; single‑trigger vesting on Change of Control; retirement/disability/death accelerations per plan | Effective Jan 1, 2025; no awards granted as of 12/31/2024; Directors may instead elect additional quarterly cash in lieu of restricted stock vesting over one year |
Note: The Executive Retirement Plan (ERP) was terminated effective Nov 29, 2024; permitted liquidations occur 12–24 months post‑termination under 409A. The 2025 Plan replaced ERP as the long‑term vehicle.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed; the proxy states none of the Directors serves as a director of any company subject to Exchange Act periodic reporting or registered investment company |
| Interlocks/conflicts | No director selection arrangements; no family relationships among directors/executive officers |
Expertise & Qualifications
- Owner/Broker of Northwestern Insurance; provides agriculture and small-business expertise to the Board, rooted in the Lodi market area .
- Risk oversight experience as voting member of ALCO in 2024 and Co‑Chairman in 2025, engaging in interest rate, liquidity, investment risk, and budget vs. actual reviews .
- Community-focused governance via CRA Committee membership, overseeing CRA compliance and community credit/service needs .
- Former director of Bank of Rio Vista; joined Bank’s Board through acquisition, offering community bank M&A integration perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Craig W. James | 472 | <1% | 389 shares held by Trustee; none pledged; Company does not have an anti‑hedging or anti‑pledging policy |
Ownership table as of December 31, 2024; “<1%” denotes the proxy’s asterisk indicating not more than one percent.
Governance Assessment
- Engagement and effectiveness: James meets attendance expectations (>75%), sits on key risk (ALCO) and community (CRA) committees, and was elevated to ALCO Co‑Chair and added to Nominating in 2025—signals substantive governance engagement and ERM involvement .
- Independence: Independent under Nasdaq rules; not on executive management; supports independent oversight of risk and nominations .
- Alignment and incentives: Director compensation includes meeting fees and a performance‑based cash bonus ($85,000 in 2024) with shift to equity‑based restricted stock from 2025, improving pay‑with‑ownership alignment (with a cash‑in‑lieu option) .
- Ownership “skin in the game”: Personal stake (472 shares; <1%); none pledged; however, Company lacks an anti‑hedging/anti‑pledging policy—a governance weakness relative to best practice. RED FLAG: absence of anti‑hedging/pledging policy can undermine alignment optics .
- Board structure risks: Combined Chair/CEO and no Lead Independent Director reduce independent counterbalance; mitigations include CEO’s exclusion from Audit & Risk and Personnel Committees. RED FLAG: No designated Lead Independent Director .
- Related‑party/credit exposure: Certain directors and NEOs (unspecified) had ordinary‑course loans on market terms; all such loans require Board approval—monitor but not inherently problematic given regulatory norms .
- Shareholder sentiment: Say‑on‑pay support was strong in 2023 (92.95%) with triennial vote cadence favored (84.21%), indicating no widespread investor discontent on pay design; use as context for overall governance credibility .
- Defensive posture: Rights Plan extended to 2034 with increased purchase price; while board‑level, it reflects entrenchment risk and should be weighed in governance quality assessments across the slate .
Director Compensation (2024) — Craig W. James
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $57,400 |
| Non‑qualified Deferred Compensation (ERP – Equity Component) | $152,000 |
| All Other Compensation (includes $85,000 bonus and medical stipend policy) | $91,600 |
| Total | $301,000 |
Committee Assignments — Detail
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Asset Liability Committee (ALCO) | Voting member in 2024; appointed Co‑Chairman Feb 2025 | 5 | Oversees interest rate, liquidity, investments; reviews budget vs. actual |
| CRA Committee | Member | 12 | Monitors CRA compliance and community needs |
| Nominating Committee | Member (appointed Feb 2025) | 1 (2024) | Identifies director candidates; 2024 membership did not include James until 2025 |
Say‑on‑Pay & Peer Group (Context)
| Item | Disclosure |
|---|---|
| 2023 Say‑on‑Pay support | 92.95% approval; frequency: triennial favored by 84.21% |
| Compensation peer group | Regional/community banks in CA (e.g., Tri Counties, Bank of Marin, Citizens Business Bank, Mechanics, Heritage, etc.) used as reference, no fixed percentile targeting |
Related‑Party and Policy Notes
- Ordinary‑course loans to certain directors and NEOs on market terms; Board approval required—no unfavorable features disclosed .
- Insider Trading Policy in place and filed as an exhibit to the 2024 Form 10‑K, indicating formal trading controls for insiders .
- No anti‑hedging/anti‑pledging policy; none of reported shares are pledged (Company‑wide statement). RED FLAG: Policy gap relative to governance best practice .
Summary Signals for Investors
- Positive: Active risk oversight (ALCO; elevated to Co‑Chair), solid attendance, independence, and transition to equity‑linked director compensation via 2025 Plan—supportive of alignment.
- Watch items: Combined CEO/Chair and no Lead Independent Director; lack of anti‑hedging/pledging policy; extended poison pill through 2034—collectively soft spots for governance risk appetite.