John Weubbe
About John Weubbe
John W. Weubbe is Executive Vice President and Chief Credit Officer at Farmers & Merchants Bancorp (FMCB), serving since 2017; he is age 63 per the latest proxy and co-chairs the Bank’s weekly Loan Committee alongside an outside director, directly influencing credit underwriting, portfolio quality, and risk selection . During his tenure, FMCB has delivered strong performance: 2024 net income of $88.5 million (EPS $121.02), ROA 1.64%, ROE 15.49%, efficiency ratio 46.24%, and tangible book value per share rising to $800.52 at year-end 2024 . On a pay-for-performance basis, FMCB’s cumulative TSR since 12/31/2019 equated to $150.84 on an initial $100, outpacing the S&P 600 Regional Banks peer at $123.92 as of 12/31/2024 .
Past Roles
The proxy and 10-K do not disclose prior roles or biography details beyond current title, start year, and age for Mr. Weubbe .
External Roles
No external directorships or outside roles for Mr. Weubbe are disclosed in the proxy or 10-K .
Fixed Compensation
Program design (company-wide framework for executives; individual detail for Mr. Weubbe not separately disclosed in the proxy):
| Component | Design / Detail | Evidence |
|---|---|---|
| Base salary | Position/market-based; merit adjustments per individual and company performance; paid monthly in cash | |
| Annual bonus eligibility | Executive Management Incentive Compensation Plan; CEO guideline 0–200% of base, other Named Executive Officers 0–125%; board retains discretion; not formulaic | |
| Retirement/deferral (historical) | Executive Retirement Plan (ERP: Salary, Performance, Equity components) terminated 11/29/2024; liquidations must occur 12–24 months after termination | |
| Profit Sharing Plan | Qualified plan; company contributes 5% of eligible salaries plus discretionary amount; 5-year full vesting schedule | |
| Perquisites/benefits | Common perqs include auto usage/allowance, insurance, club dues (itemized for NEOs); BOLI split-dollar benefits with tax gross-ups reflected in “Tax Reimbursements” | |
| Equity (new) | 2025 Restricted Stock Retirement Plan (80,000 shares authorized), effective 1/1/2025 |
Note: Mr. Weubbe was not a Named Executive Officer (NEO) in 2024; the proxy presents detailed pay tables only for NEOs . The structure above governs executive pay broadly.
Performance Compensation
Annual cash incentive and new restricted stock plan mechanics:
- Annual bonus framework (non-formulaic): Metrics considered include Net Income, ROAA, ROAE, and Efficiency Ratio, plus strategic plan progress, regulatory exam results, and industry/economic conditions; no fixed weightings; board discretion within broad payout ranges (CEO 0–200%, other NEOs 0–125%) .
- 2025 Restricted Stock Retirement Plan (RSAs): Awards accelerate at death, disability, or Change of Control (CoC); retirement acceleration at committee discretion; post-2024 grants (2- or 3-year ratable vesting) were made on Feb 3, 2025 to each NEO (Mr. Weubbe not listed as a 2024 NEO) .
| Metric/Instrument | Weighting | Target | Actual/Reference | Payout/Vesting | Evidence |
|---|---|---|---|---|---|
| Annual bonus – Net Income | Not formulaic | Not disclosed | Record net income $88.5M (2024) | Discretionary within guidelines | |
| Annual bonus – ROAA/ROAE | Not formulaic | Not disclosed | ROA 1.64%, ROE 15.49% (2024) | Discretionary within guidelines | |
| Annual bonus – Efficiency Ratio | Not formulaic | Not disclosed | 46.24% at 12/31/2024 | Discretionary within guidelines | |
| RSAs under 2025 Plan | Time-based | — | Grants made 2/3/2025 (to NEOs) | 2- or 3-year ratable vest; CoC/death/disability accelerate |
Equity Ownership & Alignment
| Item | Detail | Evidence |
|---|---|---|
| Beneficial ownership | 901 shares (held by ERISA/plan Trustee) | |
| % of shares outstanding | <1% (asterisk in table indicates under 1%) | |
| Pledged shares | None of management’s reported shares are pledged; company does not maintain anti-hedging/anti-pledging policy | |
| Options | Company historically has not granted options; no outstanding options disclosed at 12/31/2024 | |
| Unvested equity | No 2024 unvested equity reported; 2025 RSAs granted post-year-end to NEOs (acceleration terms set); eligibility for other executives at committee discretion | |
| Plan-driven stock flows | ERP/SMRP terminated 11/29/2024; distributions of balances invested in FMCB stock must occur 12–24 months post-termination (stock distributed except portion for tax withholding) |
Technical note: The ERP equity component is primarily invested in FMCB stock at the plan level; the post-termination distribution window (late 2025–late 2026) may increase stock deliveries to participants, a potential supply consideration even if not necessarily sold into the market .
Employment Terms
| Term | Detail | Evidence |
|---|---|---|
| Contract structure | Employment agreements maintained for NEOs; Personnel Committee reviews employment contracts of all executive officers | |
| Term and renewal | Initial two-year term; automatic two-year renewals unless terminated | |
| Severance (no cause/good reason) | Lump sum ranging from 12.0x monthly base compensation to 2.0x highest “Total” annual compensation in the Summary Compensation Table (for NEOs) | |
| Change of Control (CoC) cash | Up to 2.0x highest “Total” compensation (NEOs), plus up to three years of COBRA premiums; certain NEOs receive additional $125k–$250k or 0.25%–0.50% of total stockholder value depending on CoC nature | |
| CoC non-cash & conditions | Accelerated ERP benefits (as applicable); 280G excise tax gross-up; must execute non-compete, non-solicit, and general release | |
| 2025 Plan treatment | All unvested restricted stock fully vests upon CoC; death or disability also accelerates; retirement acceleration at committee discretion | |
| Clawback policy | Not specifically disclosed | — |
| Non-compete/Non-solicit | Required for CoC benefits (agreement and release) |
Governance, Peer Benchmarking, and Say‑on‑Pay
- Compensation peer group (reference set, not targeted percentile): 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; 84.21% supported triennial frequency; board made no material changes based on feedback .
- Section 16(a): All insider ownership reports timely in the last year except one late filing and one corrective filing (administrative/clerical in nature) .
Performance & Track Record Context (credit and returns)
- Credit oversight locus: Mr. Weubbe is the management co-chair of the Bank’s weekly Loan Committee that approves all new/renewed loans between $2–$15 million and reviews loans above $500,000; loans >$15 million go to the full board .
- 2024 outcomes: ROA 1.64%; ROE 15.49%; NIM 4.05%; efficiency ratio 46.24%; net charge-offs of ~$0.7 million with $0.9 million of nonperforming loans at year-end; ACL 2.11% .
- Shareholder returns: TSR since 12/31/2019 to 12/31/2024 of $150.84 vs peer $123.92; management attributes significant “compensation actually paid” sensitivity to TSR via ERP equity investments historically .
Investment Implications
- Alignment and retention: Low direct reported ownership (901 shares; <1%) and prior reliance on nonqualified plan balances invested in FMCB stock suggest economic exposure was historically plan-based versus direct holdings; ERP/SMRP termination forces stock/cash distributions within 12–24 months post‑11/29/2024, potentially altering alignment structure and creating a technical supply window (late 2025–late 2026) . CoC provisions (up to 2x pay, 3 years COBRA, 280G gross‑up) and time‑based RSA acceleration increase retention through ongoing employment but can raise payout optics if control changes .
- Pay‑for‑performance rigor: Annual bonus uses core profitability and efficiency metrics but is discretionary and not formulaic (no disclosed weightings/targets), which reduces metric transparency; nonetheless, multi‑year returns and profit metrics are robust, supporting variable pay outcomes .
- Trading signals: Watch (i) ERP/SMRP distribution period (12–24 months post‑termination) for stock deliveries to participants and (ii) RSA vesting calendars (2–3 years, post‑2/3/2025 grants for NEOs) for potential event‑driven liquidity needs; FMCB lacks an anti‑hedging/anti‑pledging policy (though no pledges reported), modest governance red flag vs best practice .
- Execution risk: As Chief Credit Officer and Loan Committee co‑chair, Mr. Weubbe’s oversight is central to sustaining superior credit quality—an area where FMCB continues to outperform; any deterioration in underwriting or portfolio performance would be a leading indicator for both earnings durability and incentive outcomes .