David Zitterow
About David Zitterow
David M. Zitterow is Executive Vice President and Director of Wholesale Banking at Farmers & Merchants Bancorp (FMCB); he has been employed since 2017 and was age 52 as of the proxy record covering 2024 . FMCB’s compensation program for Named Executive Officers (NEOs) emphasizes base salary, discretionary cash bonus, and qualified/non-qualified retirement plans, with no stock options historically; RSAs under a new restricted stock plan began in 2025 . Company performance metrics used in executive evaluation include Net Income, ROA, ROE, and Efficiency Ratio; in 2024 FMCB delivered record net income of $88.5M, ROE of 15.49%, ROA of 1.64%, and an efficiency ratio of 46.24% . Pay-for-performance disclosures show FMCB’s TSR outperformed the S&P 600 Regional Banks peer group over multi-year periods, with a $100 investment in FMCB worth $150.84 vs $123.92 for peers by year-end 2024; TSR alignment also occurs through retirement plan accounts invested in Company stock .
Fixed Compensation
Summary Compensation – David M. Zitterow
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $332,372 | $362,660 | $390,032 |
| Annual Bonus (USD) | $330,000 | $375,000 | $325,000 |
| All Other Compensation (USD) | $550,711 | $608,880 | $705,461 |
| Total Compensation (USD) | $1,225,083 | $1,346,540 | $1,420,493 |
2022–2024 All Other Compensation – Breakdown
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Auto Usage | $12,000 | $12,000 | $12,000 |
| Tax Reimbursements | $0 | $0 | $0 |
| Insurance Premiums | $17,565 | $18,376 | $21,307 |
| Club Dues | $23,893 | $18,188 | $38,295 |
| Relocation Expenses | $0 | $0 | $0 |
| Company Contributions to Non‑Qualified Retirement Plans | $471,281 | $516,845 | $592,041 |
| Company Contributions to Retirement & 401(k) Plans | $37,972 | $43,471 | $41,819 |
| Total | $562,711 | $608,880 | $705,461 |
Notes: Tax reimbursements relate to split‑dollar life insurance and appear for some NEOs but not Zitterow in 2022–2024 . All Company retirement plan contributions are expensed annually; non‑qualified plan balances are held in a trust subject to Company creditors .
Performance Compensation
- Bonus architecture: Non-formulaic, subject to Board discretion within broad guidelines; NEO bonus guideline is 0–125% of base salary, with performance assessed against actual results vs budget and peers; base and bonuses are paid in cash and expensed in the current year .
- Evaluation factors considered: Net Income, ROA, ROE, Efficiency Ratio; strategic plan progress; regulatory exam results; and economic/industry conditions .
2024 Performance Metrics and Payout Context
| Metric (Company-level) | Weighting | Target | Actual | Zitterow Bonus | Vesting |
|---|---|---|---|---|---|
| Net Income | No formal weighting | No hard target; subjective | $88.5M | $325,000 | Cash bonus; expensed in current year |
| Return on Average Equity | No formal weighting | No hard target; subjective | 15.49% | $325,000 | Cash bonus; expensed in current year |
| Return on Average Assets | No formal weighting | No hard target; subjective | 1.64% | $325,000 | Cash bonus; expensed in current year |
| Efficiency Ratio | No formal weighting | No hard target; subjective | 46.24% | $325,000 | Cash bonus; expensed in current year |
Notes: The Company historically did not offer stock options or restricted stock; effective January 1, 2025 FMCB adopted a 2025 Restricted Stock Retirement Plan, with RSAs granted Feb 3, 2025, vesting ratably over 2 or 3 years per award agreements; these grants are not included in 2024 compensation tables .
Equity Ownership & Alignment
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Beneficial ownership: 1,520 shares, less than 1% of class; shares are largely held by the Executive Retirement Plan Trust; none of the shares are pledged; FMCB does not have an anti‑hedging or anti‑pledging policy .
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Retirement plan alignment: Executive Retirement Plan accounts are invested primarily in Company stock (Equity Component), and other components may include Company stock; participants have no legal interest in trust assets; distributions of balances invested in Company stock are made in stock except as needed for tax withholdings .
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Non‑Qualified Deferred Compensation (Registrant Contributions, Earnings, Year‑end Balance): | Metric | 2023 | 2024 | |--------|------|------| | Registrant Contributions (USD) | $516,845 | $592,041 | | Aggregate Earnings (USD) | $73,887 | $81,882 | | Aggregate Balance at Year‑end (USD) | $2,504,422 | $3,178,344 |
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Distribution timing and selling pressure: The Executive Retirement Plan was terminated effective November 29, 2024; plan balances must be distributed between 12 and 24 months after termination (i.e., in 2025–2026). Balances deemed invested in Company stock will be distributed in stock, which may increase tradable float when shares are delivered to participants .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Two-year initial term; auto-renews for successive two-year terms unless terminated by either party . |
| Severance (no cause or good reason) | Lump-sum range from 12× monthly base compensation to 2.0× highest “Total” annual compensation reported in the Summary Compensation Table; plus vested balances in qualified/non‑qualified plans; subject to execution of a general release; NEO must not announce termination . |
| Change of Control economics | Up to 2.0× highest “Total” compensation; up to 3 years of COBRA premiums (up to $187,000 per NEO); accelerated Executive Retirement Plan benefits; 280G tax gross‑up; for certain NEOs, cash value of Company car; and additional cash (either $125,000–$250,000 or 0.25%–0.50% of total Bancorp stockholder value depending on transaction nature); requires execution of non‑compete and non‑solicit and general release . |
| Retirement Plan termination & distribution | Executive Retirement Plan terminated Nov 29, 2024; distributions must occur between 12 and 24 months after termination per 409A; balances invested in Company stock will be distributed in stock, except as needed for tax withholding . |
| Bonus guidelines | NEO annual bonus guideline 0–125% of base salary; non‑formulaic, with Board discretion; bonuses paid in cash and fully expensed in current year . |
| RSAs (2025 Plan) | RSAs granted Feb 3, 2025 under the 2025 Plan; vest ratably over 2 or 3 years from vesting commencement; unvested shares accelerate upon death, disability, Change of Control; Personnel Committee may accelerate upon retirement; unvested shares otherwise forfeited . |
| In‑Service Distributions | For designated non‑qualified plan contributions made on or after Dec 1, 2021, participants may elect in‑service distributions upon reaching age 59½ . |
| BOLI & split‑dollar | Split‑dollar life insurance provides death benefit sharing; related tax gross‑up amounts are disclosed in “Tax Reimbursements” where applicable (Zitterow had $0 in 2022–2024) . |
Investment Implications
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Pay-for-performance alignment: Zitterow’s bonus is determined under a discretionary framework anchored on Net Income, ROE, ROA, and efficiency, with strong 2024 results supporting payout; absence of formulaic weights reduces predictability but aligns discretion with multi-factor banking performance .
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Equity alignment and near-term supply dynamics: With non‑qualified retirement balances invested largely in FMCB stock and the plan’s termination requiring distributions in 2025–2026, stock distributions to NEOs (including Zitterow) could modestly increase free float as shares are delivered; this is a mechanical supply vector to watch around distribution windows .
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Retention and change-of-control protections: Robust severance and change‑of‑control economics (up to 2.0× total comp, multi‑year COBRA, 280G gross‑up, and potential additional cash tied to transaction value) reduce retention risk but may be viewed as shareholder‑unfriendly in gross‑up inclusion; non‑compete and non‑solicit conditions provide post‑departure protections .
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Compensation mix evolution: Transition from cash/retirement‑centric structure to RSAs starting 2025 introduces explicit equity vesting over 2–3 years, strengthening alignment and retention while creating future vesting‑related trading windows; RSAs accelerate on CoC, death, or disability .
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Governance signal: FMCB lacks anti‑hedging/anti‑pledging policies, though none of Zitterow’s disclosed shares are pledged; absence of formal anti‑hedging may be a governance red flag for some investors, partially offset by the Board’s stated risk controls in lending and conservative compensation practices .
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Shareholder support: Say‑on‑pay approval was 92.95% in 2023, suggesting broad investor support for FMCB’s pay practices .