Gary Long
About Gary J. Long
Independent director of Farmers & Merchants Bancorp since 2014; age 72. Principal background is small business ownership as Owner of Gary J. Long Jewelers, with active involvement in the Stockton market area, bringing small business expertise to the board. He serves on the Nominating Committee, Asset Liability Committee (ALCO), and CRA Committee. He is considered independent under Nasdaq rules, and attended more than 75% of board and committee meetings in 2024; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gary J. Long Jewelers | Owner | Not disclosed | Provides small business expertise and local market engagement (Stockton) |
External Roles
| Category | Role/Board | Notes |
|---|---|---|
| Public company directorships | None | Company discloses that none of the directors serves as a director of any company subject to Exchange Act reporting or registered investment companies |
Board Governance
- Committee memberships: Nominating; Asset Liability (ALCO); Community Reinvestment Act (CRA). Not a chair on these committees.
- Independence status: Independent (Nasdaq Rule 5605(a)(2)); exceptions on the board are the CEO (Steinwert) and recent retiree-turned-director (Skinner). No lead independent director designated.
- Attendance & engagement: Each incumbent director attended >75% of board/committee meetings in 2024; all directors attended the 2024 annual meeting.
- Committee activity (2024 frequency and composition changes):
- Nominating Committee met 1 time in 2024; voting members included Steinwert (Chair), Corum, Long, Suess; in Feb 2025 James replaced Suess.
- ALCO met 5 times in 2024; voting members included Suess (Co-Chair), James, Long, Sanguinetti, Steinwert; in Feb 2025 James appointed Co-Chair.
- CRA met 12 times in 2024; voting members included Suess (Chair), Green, James, Long; in Feb 2025 Green became Chair and Skinner joined.
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Nominating | Member | None | 1 |
| Asset Liability (ALCO) | Member | None | 5 |
| CRA | Member | None | 12 |
Fixed Compensation
- Outside director pay structure: $3,200 per board meeting; $1,000 per committee meeting ($1,200 for most committee chairs; $1,400 for Audit & Risk Chair). Outside directors eligible for annual cash bonus; monthly medical insurance up to $550. Executive Retirement Plan terminated Nov 29, 2024; replaced effective Jan 1, 2025 by the 2025 Restricted Stock Retirement Plan (directors may elect restricted stock or quarterly cash bonus vesting over one year).
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $57,600 | $58,400 |
| Non-qualified Deferred Compensation Earnings (Executive Retirement Plan – Equity Component) | $146,000 | $152,000 |
| All Other Compensation (incl. annual bonus and medical insurance) | $91,600 | $91,600 |
| Total | $295,200 | $302,000 |
Notes:
- 2023/2024 annual cash bonus for outside directors: $85,000 (included in “All Other Compensation”).
- Monthly medical insurance up to $550 is included in “All Other Compensation”.
Performance Compensation
- Outside director annual bonus is based on Company performance as determined by the Personnel Committee (specific director bonus metrics are not enumerated).
- Company-level performance measures used broadly by the Personnel Committee include Net Income, Return on Average Assets (ROAA), Return on Average Equity (ROAE), and Efficiency Ratio (useful context for pay-for-performance).
| Company Performance Metrics | 2023 | 2024 |
|---|---|---|
| Net Income | $88.3 million | $88.5 million |
| ROAE | 17.05% | 15.49% |
| ROAA | 1.68% | 1.64% |
| Efficiency Ratio (year-end) | 45.3% | 46.24% |
2025 Restricted Stock Retirement Plan highlights (implications for director equity alignment):
- Authorized awards up to 80,000 shares, with annual increase up to 2.5% of shares outstanding at Personnel Committee discretion; outside directors may receive awards and may elect retainers in restricted stock.
- Limit on outside director awards of $450,000 grant-date fair value per 12 months (excludes awards in lieu of cash retainers/meeting fees).
- Unvested restricted shares accelerate and become fully vested upon change of control; Personnel Committee may accelerate vesting upon retirement; dividends on unvested shares generally paid only if shares vest.
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other public company boards | None | Company states none of its directors serve on boards of Exchange Act reporting companies or registered investment companies |
| Compensation Committee interlocks | Not a member | Personnel Committee members were independent; certain committee members had ordinary-course bank loans on market terms (exempt, not unusual risk); Long not listed as a member in 2024 |
| Shared directorships with competitors/suppliers/customers | None disclosed | No specific interlocks disclosed involving Long |
Expertise & Qualifications
- Small business owner; active community/market involvement in Stockton; provides small business expertise to the board.
- Participates on ALCO (interest rate, liquidity, and investment risk oversight) and CRA (community credit, investment, and service obligations), indicating engagement with financial risk and regulatory/community responsibilities.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 1,899 (1,036 held by Executive Retirement Plan Trust) |
| Ownership % of outstanding | Below 1% |
| Pledged shares | None; Company does not have anti-hedging or anti-pledging policy |
| Ownership vehicle details | Shares held via plan trustee voted as directed by the Bank |
Governance Assessment
- Strengths: Independent director with >75% meeting attendance; engaged on ALCO and CRA committees; brings small business perspective from the local market.
- Alignment: Personal share ownership exists but is modest (<1%); with the 2025 Restricted Stock Retirement Plan, outside directors can receive equity and elect stock for retainers, potentially improving skin-in-the-game over time.
- Risks/Red Flags:
- No anti-hedging or anti-pledging policy at the company level.
- No lead independent director designated, while the CEO also serves as Chair; though key committees are composed of independent directors, the absence of a designated lead independent can be a governance concern for some investors.
- Company’s rights plan was extended to August 5, 2034 with increased purchase price per unit, which can be viewed as entrenchment by some investors if not justified by specific threats.
- Change-of-control acceleration of unvested restricted shares under the 2025 plan (including for outside directors) can create perceived transaction-related incentives; monitor the scale of director equity grants relative to the $450k cap.
- Related-party exposure: Company discloses ordinary-course loans to certain directors/executives and their associates on market terms; all such loans approved by the board and not involving unusual risk. No specific related-party transactions identified for Long; continue to monitor.
Additional context:
- Board composition and independence: All nominees independent except the CEO (Steinwert) and recent retiree-turned-director (Skinner).
- Committee composition changes: Suess resigned Jan 14, 2025; James added; CRA chair moved to Green; ALCO co-chair role to James (with CFO Olson co-chair).