Kevin Sanguinetti
About Kevin Sanguinetti
Independent director of Farmers & Merchants Bancorp (FMCB); age 66; director since 2001 (23 years of service). Retired President of 1st American Title Company – Stockton; designated by the Board as an “audit committee financial expert.” Serves as Chairman of the Audit & Risk Committee, and is a member of the Asset Liability (ALCO) and Personnel Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1st American Title Company – Stockton | President (Retired) | — | Provides real estate and financial expertise to FMCB Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The proxy states none of the FMCB directors serves on other public company boards (limits interlocks) . |
Board Governance
| Committee | Role | 2024 Meetings | Key Responsibilities/Notes |
|---|---|---|---|
| Audit & Risk Committee | Chairman | 18 | Oversees accounting, internal controls, risk assessment/management; selects independent auditor; Sanguinetti named “financial expert” . |
| Personnel Committee | Member | 10 | Reviews compensation strategy; sets CEO and director compensation/evaluation measures; all committee members independent . |
| Asset Liability Committee (ALCO) | Voting Member | 5 | Interest rate, liquidity, investment risk; quarterly budget vs actual review; joint management/director committee . |
| Board of Directors (Company/Bank) | Director | 12 | Each incumbent attended >75% of Board and committee meetings; all directors attended May 2024 virtual annual meeting . |
- Independence: All nominees except the CEO (Steinwert) and recent retiree (Skinner) are independent; Sanguinetti is independent .
- Leadership structure: CEO also serves as Board Chair; no lead independent director designated (heightened need for robust committee oversight) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Board meeting fee (Outside Director) | $3,200 per meeting | Applies to non-employee directors . |
| Committee meeting fee | $1,000 per meeting | Committee chair fee $1,200; Audit & Risk Chair $1,400 . |
| Medical insurance allowance | Up to $550 per month | Outside directors only . |
| 2024 “Fees Earned or Paid in Cash” (Sanguinetti) | $69,200 | 2024 Director Compensation Table . |
| 2024 Non-qualified deferred comp earnings | $152,000 | Executive Retirement Plan – Equity Component; plan terminated 11/29/2024 . |
| 2024 All Other Compensation | $91,600 | Includes $85,000 cash bonus + medical allowance up to $6,600 . |
| 2024 Total (Sanguinetti) | $312,800 | Sum of components . |
- Executive Retirement Plan terminated effective Nov 29, 2024; replaced by 2025 Restricted Stock Retirement Plan (defined contribution design) .
Performance Compensation
| Element | Metric | Payout/Structure | Notes |
|---|---|---|---|
| Annual Director Cash Bonus | Company performance (discretionary by Personnel Committee) | $85,000 paid to all outside directors in 2024 | Specific performance metrics for director bonuses not disclosed . |
| 2025 Restricted Stock Retirement Plan (Outside Directors) | Equity (restricted stock awards) | Eligible beginning Jan 1, 2025 | Directors may elect RSAs under the 2025 Plan (vesting over one year) or take additional quarterly cash in lieu . |
- No detailed performance metric framework (e.g., revenue growth, TSR) is disclosed for director compensation; metrics apply to executives in CD&A, not directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for FMCB directors; reduces interlock/comparative conflicts . |
| Compensation Committee interlocks/related-party exposure | Certain Personnel Committee members had loans/extensions of credit with the Bank in 2024; ordinary course, market terms, exempt from SOX loan prohibitions; no abnormal risk features disclosed . |
Expertise & Qualifications
- Real estate and financial expertise; active involvement in Stockton market .
- Audit committee financial expert designation by Board; leads oversight of internal controls and auditor independence .
- Risk management engagement via Audit & Risk, ALCO, and Board enterprise risk processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Trustee-Held Shares | Pledged? |
|---|---|---|---|---|
| Kevin Sanguinetti | 8,285 | 1.18% | 1,397 | None; Company has no anti-hedging/anti-pledging policy . |
- Group holdings (14 persons) total 59,570 shares (8.51%) .
Governance Assessment
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Strengths: Long-tenured independent director with audit chair experience and “financial expert” designation; high engagement (committee leadership; >75% attendance; Board and committee meeting cadence robust); no other public board roles (reduces external interlocks); documented oversight in Audit & Risk Report signed by Sanguinetti .
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Alignment: Material personal share ownership (1.18%); participation in equity-linked retirement programs transitioned to RSAs in 2025, improving ongoing equity exposure; director bonus tied to company performance (though metrics not disclosed) .
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Potential risks/red flags:
- No formal lead independent director despite combined CEO/Chair; places greater reliance on independent committees led by Sanguinetti .
- Company lacks anti-hedging/anti-pledging policy (though no pledging reported); policy gap could weaken alignment safeguards .
- Personnel Committee loans to certain members (ordinary course); while exempt and market terms, any director borrowing from the Bank can present perceived conflicts; committee includes Sanguinetti, but individuals are not identified in the disclosure .
- Section 16 compliance note of one late filing due to admin oversight and one late correction (director unnamed) indicates minor control lapse; not attributed specifically to Sanguinetti .
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Overall: Sanguinetti’s audit leadership and financial expertise are positives for investor confidence; policy gaps (anti-hedging/pledging) and combined Chair/CEO increase the importance of strong independent committee oversight, which Sanguinetti leads. Compensation structure mixes cash fees, discretionary performance bonus, and new RS equity, supporting moderate alignment but with limited disclosed performance metric rigor for directors .