Stephenson Green
About Stephenson K. Green
Independent director since 2018; age 79; retired banker and business consultant with 40 years in California commercial banking. Serves on Audit & Risk and Personnel Committees; Chair of the Community Reinvestment Act (CRA) Committee. Provides business banking and credit management expertise; resides in the Sacramento market area. Tenure on the Board: 7 years as of the 2025 proxy; independence affirmed under Nasdaq Rule 5605(a)(2). Education not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Commercial Banking Industry | Banker; Business Consultant | 40 years; retired in 2012 | Credit management expertise for Board; Sacramento market engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | “None of the Directors serves as a Director of any company” subject to Exchange Act reporting |
Board Governance
- Committee assignments: Audit & Risk Committee (member); Personnel Committee (member); CRA Committee (Chair, became Chair in Feb 2025 after Mr. Suess resigned)
- Meeting cadence: Audit & Risk met 18 times in 2024; Personnel met 10 times in 2024; CRA met 12 times in 2024
- Independence: All nominees except the CEO (Mr. Steinwert) and Ms. Skinner are independent under Nasdaq rules; Green is independent
- Attendance and engagement: Each incumbent director attended >75% of Board and committee meetings; all Directors attended the May 2024 virtual annual meeting
- Leadership structure: CEO-Chairman roles combined; no formal Lead Independent Director designated
- Enterprise risk oversight: Directors actively involved via ALCO (interest rate/liquidity/investment risk), Loan Committee (weekly credit approvals), Audit & Risk Committee, and Personnel Committee oversight
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Board meeting fee (Outside Director) | $3,200 per meeting | Policy current in 2024–2025 | Applies to non-employee directors |
| Committee meeting fee (member) | $1,000 per meeting | Policy current in 2024–2025 | Chairs receive $1,200, except Audit & Risk Chair $1,400 |
| Medical insurance stipend | Up to $550 per month | 2024 | Outside Directors only |
| 2024 Fees Earned or Paid in Cash (Green) | $60,000 | 2024 | As disclosed in Director Compensation Table |
| 2024 All Other Compensation (Green) | $91,600 | 2024 | Includes $85,000 annual bonus; plus medical stipend; Board stated bonus for all Outside Directors |
| Total 2024 Director Compensation (Green) | $303,600 | 2024 | Sum of fees, non-qualified deferred compensation earnings, other |
Performance Compensation
- Annual cash bonus: Outside Directors eligible for annual cash bonus based on Company performance as determined by the Personnel Committee; in 2024, all Outside Directors received $85,000
- Plan transition: Executive Retirement Plan terminated effective Nov 29, 2024; liquidation of balances required 12–24 months post-termination
- New equity program: Farmers & Merchants Bancorp 2025 Restricted Stock Retirement Plan adopted Oct 2, 2024 and approved Nov 25, 2024; effective Jan 1, 2025, Outside Directors may receive restricted stock awards that vest over 1 year or elect additional quarterly cash bonus in lieu of stock
| Metric/Plan Feature | Detail | Date(s) | Notes |
|---|---|---|---|
| Executive Retirement Plan (Equity Component) contribution (Green) | $152,000 (non-qualified deferred comp earnings) | 2024 | Plan terminated 11/29/2024 |
| Annual Director Bonus | $85,000 | 2024 | For all Outside Directors; part of “All Other Compensation” |
| 2025 Restricted Stock Retirement Plan | RS awards for directors; 1-year vesting; or opt for quarterly cash bonus | Adopted 10/02/2024; approved 11/25/2024; effective 01/01/2025 | Outside Director eligibility |
Performance metrics details for director bonus/equity (e.g., revenue, TSR, ESG) are not disclosed; awards are stated as “based on Company performance” without target/actual metric disclosure .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Overlap | Notes |
|---|---|---|---|
| Public company boards | None | N/A | No public company interlocks reported |
| Committee interlocks – Personnel Committee | Member | Loans to certain committee members | Loans/extensions of credit to certain Personnel Committee members in ordinary course; same terms as non-related borrowers; SOX-exempt; specific individuals not identified |
Expertise & Qualifications
- Business banking and credit management expertise; deep experience in California commercial banking markets
- Committee experience: Audit & Risk oversight; executive compensation governance via Personnel Committee; CRA compliance leadership (Chair)
- Market area engagement: Sacramento area network and local market insight
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Structure | Pledge/Hedge Status |
|---|---|---|---|---|
| Stephenson K. Green | 743 | <1% | 558 shares held by Trustee under Executive Retirement/Retention Plan trusts | None pledged; Company has no anti-hedging or anti-pledging policy |
| All Directors & NEOs (14 persons) | 59,570 | 8.51% | Includes Trustee-held shares aggregate 68,524 for Directors/officers | None pledged; no anti-hedging/anti-pledging policy |
Section 16(a) compliance: Company disclosed one late filing due to administrator oversight and one late correction for a director’s holdings; specific director not named .
Governance Assessment
-
Strengths
- Independent director with long banking tenure; active on key oversight committees (Audit & Risk; Personnel) and chairing CRA—signals strong engagement on risk, compliance, and compensation governance .
- Documented attendance (>75%) at Board/committee meetings and participation in annual meeting—supports engagement expectations .
- Audit & Risk Committee met 18x in 2024; Personnel 10x—above-average committee cadence for a community bank, indicating active oversight .
-
Concerns / RED FLAGS
- No lead independent director and combined CEO-Chair structure—potential check-and-balance weakness despite CEO exclusion from Audit & Risk and Personnel committees .
- Company explicitly lacks anti-hedging/anti-pledging policy—shareholder alignment risk, even though current shares are stated as not pledged .
- Related-party exposure: Loans to certain Personnel Committee members (ordinary course, SOX-exempt) introduce perceived conflicts given Green’s membership; transparency is limited as individual names not disclosed .
- Director bonus and equity awards are “performance-based” but lack disclosed metrics/targets—reduces pay-for-performance clarity for directors .
-
Alignment
- Direct beneficial ownership is modest (<1%); some shares held via Trustee mechanisms; equity program shifted to restricted stock in 2025 with 1-year vesting, which improves near-term alignment versus long-duration deferral, but absence of metric disclosure is a gap .
Appendix: Role & Committee Summary
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit & Risk | Member | 18 | Internal controls; audit oversight; regulatory reports; auditor selection |
| Personnel (Compensation) | Member | 10 | Executive compensation strategy; CEO/director evaluation; employment contracts oversight |
| CRA | Chair (as of Feb 2025) | 12 (2024; Chair change in 2025) | CRA compliance; community credit/investment/service needs |