Deborah Skinner
About Deborah E. Skinner
Deborah E. Skinner, 62, is a non‑independent director of Farmers & Merchants Bancorp, appointed effective January 15, 2025 after retiring as EVP and Chief Administrative Officer on December 31, 2024, following 40 years in commercial banking primarily in California . She brings deep expertise in banking operations, information technology, and cybersecurity, and briefly served as a consultant to the Company from January 1–24, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmers & Merchants Bancorp | EVP, Chief Administrative Officer | 2000–Dec 31, 2024 | Oversaw administration, operations, IT/cybersecurity; 24 years in CAO role |
| Farmers & Merchants Bancorp | Consultant | Jan 1–Jan 24, 2025 | Transitional advisory period immediately post‑retirement |
External Roles
- Public company directorships: None; the Company discloses that none of its directors serve on other SEC‑registered or investment company boards .
Board Governance
| Item | Detail |
|---|---|
| Board independence | Not independent under Nasdaq Rule 5605(a)(2) due to employment within the last three years and the January 2025 consulting engagement . |
| Board tenure | Director since 2025; joined Board January 15, 2025 . |
| Committees | CRA Committee (appointed Feb 2025); Asset Liability Committee (ALCO) . |
| Committee activity | CRA met 12 times in 2024; ALCO met 5 times in 2024 (reflects cadence/oversight load) . |
| Attendance expectations | Company expects directors to attend annual meeting; all directors attended May 2024 annual meeting (preceded Skinner’s board service) . |
| Shareholder support | 2025 election votes: For 407,826; Withheld 8,160 . |
Fixed Compensation (Director)
| Component | Detail |
|---|---|
| Board meeting fee | $3,200 per board meeting (Outside Directors) . |
| Committee meeting fee | $1,000 per committee meeting (Chair $1,200; Audit & Risk Chair $1,400) . |
| Annual cash bonus (director) | Eligible for annual cash bonus based on Company performance as determined by Personnel Committee . |
| Medical insurance stipend | Up to $550 per month for Outside Directors (not for employee directors) . |
| Retirement programs | Executive Retirement Plan terminated Nov 29, 2024; distribution required 12–24 months post‑termination . |
| New equity program | Eligible for 2025 Restricted Stock Retirement Plan (effective Jan 1, 2025); may instead elect additional quarterly cash bonus vesting over one year . |
Performance Compensation
| Program/Metric | Structure/Result |
|---|---|
| 2025 Restricted Stock Retirement Plan (RSRP) | Up to 80,000 shares authorized; awards specify shares and vesting; unvested dividends only payable if shares vest; acceleration on Change of Control, retirement (committee discretion), death or disability; forfeiture if termination otherwise . |
| Executive bonus guideline ranges | CEO: 0–200% of base; Other NEOs: 0–125%; Board did not exceed guidelines in 2024 (director bonuses are based on Company performance but specific director targets not disclosed) . |
| Performance evaluation factors (Company‑wide) | Net Income; ROAA; ROAE; Efficiency Ratio; progress vs strategic plan; regulatory exam results; economic/industry conditions . |
2024 performance metrics referenced in compensation decisions:
| Metric | 2024 Value |
|---|---|
| Net Income ($) | $88.5 million |
| ROAA (%) | 1.64% |
| ROAE (%) | 15.49% |
| Efficiency Ratio (%) | 46.24% |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Company states directors do not serve on other SEC‑registered or investment company boards . |
Expertise & Qualifications
- Deep understanding of banking operations, IT, and cybersecurity; 40 years in commercial banking (primarily California) .
- Institutional knowledge from 24 years as CAO; continuity across risk, operations, and technology domains .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 4,842 (below 1% of outstanding; star denotes <1%) . |
| Held via Trustee | 4,727 shares held by the Executive and Senior Management plan trustee . |
| Pledging/Hedging | None of reported shares are pledged; Company does not have an anti‑hedging or anti‑pledging policy (governance vulnerability) . |
Director Compensation History (Context)
2024 Outside Director pay (pre‑Skinner board service):
| Name | Fees Earned (Cash) | Non‑qualified Deferred Comp Earnings | All Other Compensation | Total |
|---|---|---|---|---|
| Edward Corum, Jr. | $125,400 | $152,000 | $91,600 | $369,000 |
| Stephenson K. Green | $60,000 | $152,000 | $91,600 | $303,600 |
| Craig W. James | $57,400 | $152,000 | $91,600 | $301,000 |
| Gary J. Long | $58,400 | $152,000 | $91,600 | $302,000 |
| Kevin Sanguinetti | $69,200 | $152,000 | $91,600 | $312,800 |
Skinner’s 2024 executive pay (final year before board service):
| Year | Salary | Bonus | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $500,382 | $550,000 | $1,454,884 | $2,505,266 |
All Other Compensation detail (2024):
| Auto Usage | Tax Reimbursements | Insurance Premiums | Company Contributions to Non‑Qualified Plan | Company Contributions to Retirement/401(k) | Total |
|---|---|---|---|---|---|
| $12,173 | $8,767 | $10,735 | $1,381,389 | $41,819 | $1,454,884 |
Non‑Qualified Deferred Compensation (2024):
| Registrant Contributions | Aggregate Earnings | Aggregate Withdrawals/Distributions | Aggregate Balance at Year‑End |
|---|---|---|---|
| $1,381,389 | $615,260 | $0 | $15,252,842 |
Compensation Structure Analysis
- Transition from cash‑heavy, deferred non‑qualified plans to restricted stock plan for directors and executives signals increased equity alignment post termination of Executive Retirement Plan (effective Nov 29, 2024) .
- Director bonus eligibility is performance‑linked but non‑formulaic; executive bonuses use broad ranges and multi‑factor evaluation (Net Income, ROAA, ROAE, Efficiency Ratio) without hard targets—introduces discretion risk, mitigated by strong historical performance .
- No outside compensation consultants in 2024 (reduces consultant conflict risk) .
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay approval: 92.95%; vote on frequency resulted in 84.21% favoring triennial votes; Board made no material changes to compensation strategy based on the vote .
Governance Assessment
-
Strengths:
- Deep operational, IT, and cybersecurity expertise; valuable for ALCO and CRA oversight and enterprise risk management .
- Significant institutional knowledge as former CAO enhances board effectiveness in technology and controls .
- Solid shareholder support in 2025 election (For 407,826; Withheld 8,160), implying investor confidence despite non‑independent status .
-
Weaknesses / RED FLAGS:
- Non‑independent director due to recent employment and Jan 2025 consulting—heightened risk of management influence; however, not seated on Personnel or Audit & Risk Committees .
- Company explicitly lacks anti‑hedging/anti‑pledging policy; although Skinner’s shares are not pledged, policy gap is a governance vulnerability .
- One late Section 16(a) filing disclosed in aggregate (administrative oversight); not attributed to Skinner but indicates control/process lapse .
- Family employment ties to CEO (son and daughter employed) increase perceived nepotism risk, though compensation handled via independent Personnel Committee; broader governance context to monitor .
-
Related‑party exposure:
- Director and executive loans permitted on market terms; require board approval; 2024 loans did not involve abnormal risk—process mitigants present .
-
Committee composition:
- Audit & Risk, Personnel Committees composed of independent directors; Personnel Committee reported no outside consultants in 2024 (less conflict risk) .
-
Investor protection:
- Rights plan extended to 2034; increases takeover defenses; investors should weigh entrenchment risk vs continuity benefits .
Notes on Insider Trading Activity
- The proxy discloses overall Section 16 compliance with one late filing due to administrative oversight; specific Form 4 transactions for Skinner are not detailed in the proxy materials . If needed, request current Form 4 filings to analyze transaction timing and patterns.
Appendix: Annual Meeting Vote Detail (2025)
| Nominee | For | Withheld | Uncast |
|---|---|---|---|
| Deborah E. Skinner | 407,826 | 8,160 | 0 |