Ryan Misasi
About Ryan Misasi
Ryan J. Misasi, age 48, serves as Executive Vice President and Retail Banking Division Manager at Farmers & Merchants Bancorp (FMCB), employed since 2014 . Company performance metrics considered for executive evaluation include net income, return on average equity (ROAE), return on average assets (ROAA), and efficiency ratio; in 2024 FMCB reported record net income of $88.5 million ($121.02 per share), ROAE of 15.49% and ROAA of 1.64% . Pay-for-performance disclosure shows Company TSR value of $150.84 vs S&P 600 Regional Banks peer $123.92 in 2024, with net income $88.46 million, ROAE 17.05%, ROAA 1.68; 2023 TSR $165.09 vs $130.34, and 2022 TSR $170.09 vs $119.53 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmers & Merchants Bank of Central California | EVP, Retail Banking Division Manager | 2014–present | Executive incentives evaluated against Company net income, ROAE, ROAA, efficiency ratio; personnel committee assesses strategic plan progress and regulatory outcomes |
External Roles
- No external directorships disclosed in FMCB filings reviewed.
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $316,672 | $346,103 | $380,833 | $381,539 |
Notes:
- Salaries determined using comparative industry data; merit adjustments based on Company and individual performance .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (Executive Management Incentive Compensation Plan) | Not fixed; Board applies broad guidelines | Not disclosed | Company 2024: Net income $88.5M; ROAE 15.49%; ROAA 1.64%; efficiency ratio 46.24% | $475,000 (2024) | Cash; paid and expensed in current year |
- Bonus guidelines: 0–125% of base salary for non-CEO NEOs; Board did not exceed guidelines in 2024 .
- Performance evaluation factors include Net Income, ROAA, ROAE, Efficiency Ratio, strategic plan progress, regulatory exam results, and economic conditions; not formulaic and without fixed weightings .
Multi-year Compensation
| Component | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | $316,672 | $346,103 | $380,833 | $381,539 |
| Bonus ($) | $360,000 | $380,000 | $450,000 | $475,000 |
| All Other Compensation ($) | $536,250 | $626,329 | $750,102 | $928,742 |
| Total ($) | $1,212,922 | $1,352,432 | $1,580,935 | $1,785,281 |
All Other Compensation Breakdown (Perquisites & Deferred Comp)
| Component | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Auto Usage ($) | $4,088 | $4,594 | $3,861 | $3,870 |
| Tax Reimbursements ($) | $0 | $0 | $0 | $0 |
| Insurance Premiums ($) | $20,453 | $23,308 | $24,958 | $27,115 |
| Club Dues ($) | $13,221 | $13,854 | $15,200 | $16,661 |
| Company Contributions to Non-Qualified Retirement Plans ($) | $465,029 | $546,601 | $662,584 | $839,277 |
| Company Contributions to Retirement/401(k) Plans ($) | $33,459 | $37,972 | $43,500 | $41,819 |
Notes:
- Tax reimbursements represent split-dollar life insurance premium gross-ups; Misasi had none in 2021–2024 .
- Executive Retirement Plan contributions are significant and were part of All Other compensation; the plan was terminated effective Nov 29, 2024, with distributions to occur 12–24 months post-termination .
Non-Qualified Deferred Compensation (Balances and Flows)
| Item | 2023 |
|---|---|
| Executive Contributions in Last Fiscal Year ($) | $0 |
| Registrant Contributions in Last Fiscal Year ($) | $662,584 |
| Aggregate Earnings in Last Fiscal Year ($) | $248,143 |
| Aggregate Balance at Last Fiscal Year End ($) | $4,645,188 |
| Distribution Timing (post-plan termination) | 12–24 months after Nov 29, 2024 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially owned shares | 2,997 |
| Percent of class | <1% (starred in table) |
| Shares held by Trustee | 2,887 |
| Pledged shares | None; Company states no shares are pledged |
| Company policy on hedging/pledging | Company does not have an anti-hedging or anti-pledging policy |
Equity Awards (2025 Plan)
| Attribute | Details |
|---|---|
| Plan | Farmers & Merchants Bancorp 2025 Restricted Stock Retirement Plan (effective Jan 1, 2025) |
| Share reserve | 80,000 shares; annual increase up to 2.5% of outstanding shares from 2026–2035 at Committee discretion |
| Grant to NEOs | RSAs granted Feb 3, 2025; numbers not disclosed in proxy |
| Vesting schedules | Ratable over two or three years following vesting commencement date |
| Acceleration | Immediate vesting on death, disability, Change of Control; retirement vesting acceleration at Committee discretion |
| Dividends on unvested shares | Not entitled; may be credited and paid only if the shares vest |
Implications:
- Transition from large non-qualified cash retirement accruals to RSAs increases equity alignment and introduces potential sell-to-cover dynamics upon vesting; plan termination triggers cash distributions in mid-2025 to late-2026 window .
Employment Terms
| Term | Key Provision |
|---|---|
| Contract structure | Employment agreements for all NEOs; initial two-year term, auto-renew for successive two-year terms unless terminated |
| Severance (without cause/good reason) | Lump sum ranging from 12× monthly base compensation to 2.0× highest “Total” annual compensation as reported in Summary Compensation Table; release required |
| Change of Control cash | Up to 2.0× highest “Total” compensation + up to three years COBRA premiums (up to $187,000 per NEO) + accelerated executive retirement benefits + 280G tax gross-up payments; and for certain NEOs, car cash value and additional cash $125,000–$250,000 or 0.25%–0.50% of total stockholder value depending on CoC nature |
| RSA treatment at CoC/death/disability | Unvested RSAs accelerate to fully vested; retirement acceleration at Committee discretion |
| Deferred comp plan termination | Executive Retirement Plan and Senior Management Retention Plan terminated effective Nov 29, 2024; distributions between 12–24 months thereafter |
| Non-compete/non-solicit | Agreements referenced; specific durations/scopes not disclosed in proxy; employment agreement exists and is incorporated by reference (Amended and Restated, effective April 1, 2024) |
Risk Indicators:
- Presence of 280G tax gross-up in CoC (shareholder-unfriendly) .
- No anti-hedging/pledging policy (though none of Misasi’s reported shares are pledged) .
Governance, Compensation Committee, and Shareholder Feedback
| Item | Detail |
|---|---|
| Personnel Committee composition | Edward Corum Jr. (Chair), Stephenson K. Green, Kevin Sanguinetti; all independent under Nasdaq Rule 5605(a)(2) |
| Meetings | Personnel Committee met 10 times in 2024 |
| Use of consultants | No outside compensation consultants used in 2024 |
| Say-on-pay (2023) | 92.95% approval of executive compensation; frequency of advisory vote: triennial supported by 84.21% |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($MM) | $75.09 | $88.31 | $88.46 |
| ROAE (%) | 16.04 | 17.05 | 17.05 |
| ROAA (%) | 1.41 | 1.68 | 1.68 |
| Total Shareholder Return (Value of $100) | $170.09 | $165.09 | $150.84 |
| Peer TSR (S&P 600 Regional Banks) | $119.53 | $130.34 | $123.92 |
Financial highlights (2024): efficiency ratio 46.24%, net interest margin 4.05%, loan yield 6.08%, deposit cost 1.35%, strong capital ratios (CET1 13.02%) and credit quality; per-share earnings up 3.78% to $121.02 .
Investment Implications
- Pay-for-performance alignment: Misasi’s incentive compensation is materially influenced by Company profitability and returns, but bonuses are discretionary within broad guidelines without fixed formula/weights; this structure rewards sustained ROAE/ROAA while preserving Board discretion .
- Equity alignment shift: Termination of non-qualified retirement plans and introduction of RSAs (2–3 year vesting; CoC acceleration) should increase equity alignment and retention, but cash distributions from terminated plans in the 12–24 month window post-Nov 2024 may create near-term liquidity events for executives; RSAs could introduce sell-to-cover upon vesting .
- Change-of-control economics: Generous CoC terms—up to 2× highest total compensation, COBRA, accelerated retirement benefits, and tax gross-ups—indicate strong protection for executives; 280G gross-ups are a governance red flag and can dilute pay-for-performance discipline in takeover scenarios .
- Ownership and pledging: Misasi beneficially owns 2,997 shares (<1%); none pledged, but Company lacks anti-hedging/anti-pledging policy; equity grants may increase future ownership and alignment .
- Committee independence and shareholder support: Independent committee, regular meetings, high say-on-pay approval (92.95%) and triennial frequency suggests investor acceptance of the pay framework, despite lack of formulaic metrics and presence of gross-ups .