Thomas Bennett
About Thomas Bennett
Thomas A. Bennett, age 48, serves as Executive Vice President and Enterprise Risk Officer at Farmers & Merchants Bancorp (parent of Farmers & Merchants Bank of Central California), and joined the company in 2024 . He brings 23+ years of finance and risk operations experience, most recently as SVP, Director of Enterprise & Operational Risk at Mechanics Bank, with prior enterprise risk and FP&A leadership roles at Rabobank N.A.; he holds dual bachelor’s degrees in Economics and Environmental Studies from UC Santa Barbara . Company performance context during his tenure includes 2024 record net income of $88.5 million, ROA of 1.64%, ROE of 15.49%, a 4.05% net interest margin, and a 46.24% efficiency ratio . Multi‑year pay-for-performance disclosures show the Company’s TSR value of a $100 investment reaching $150.84 in 2024 (vs. peer group $123.92) and reported ROE/ROA metrics, underscoring a strong shareholder return and profitability profile through 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mechanics Bank | SVP, Director of Enterprise & Operational Risk | — | Led enterprise and operational risk; experience cited as 23+ years in finance and risk operations . |
| Rabobank N.A. | Enterprise Risk and FP&A leadership roles | — | Enterprise risk management and FP&A leadership prior to Mechanics Bank . |
External Roles
- Not disclosed in Company filings; no public directorships identified in Company proxy for Bennett .
Fixed Compensation
| Component | Program Detail | Notes |
|---|---|---|
| Base Salary | Monthly base salary for executive officers; merit adjustments evaluated periodically based on Company and individual performance . | Determined using comparative industry data for CA institutions and experience/expertise . |
| Annual Cash Bonus (Target Range) | Non-CEO executives: 0%–125% of base salary (CEO: 0%–200%) . | Board retains discretion within guidelines; did not exceed guidelines in 2024 . |
| Perquisites | Company-owned automobile or allowance; certain insurance benefits . | Part of executive employment agreements (NEOs) . |
| Retirement/Deferred | Non-qualified Executive Retirement Plan existed but terminated effective Nov 29, 2024; balances to be distributed 12–24 months post-termination per 409A . | Plan balances invested primarily in Company stock and other liquid investments; subject to Company creditors until distribution . |
Note: Bennett is listed as an Executive Officer (EVP, Enterprise Risk Officer) but not among 2024 Named Executive Officers (NEOs); thus, his individual salary/bonus values were not disclosed in the Summary Compensation Table .
Performance Compensation
| Metric | Weighting | Target | 2024 Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Net Income | Not formulaic/weighting not assigned . | Hard targets avoided; Board evaluates budget vs actual and peers . | Record $88.5M . | Cash bonus within 0–125% of base for non-CEO execs; Board discretion within guidelines; did not exceed guidelines in 2024 . | Cash (no vesting). |
| ROA | Not formulaic . | No hard target . | 1.64% . | As above . | — |
| ROE | Not formulaic . | No hard target . | 15.49% . | As above . | — |
| Efficiency Ratio | Not formulaic . | No hard target . | 46.24% . | As above . | — |
| Regulatory Exam Results & Strategic Plan Progress | Considered | Qualitative | Considered in annual evaluation . | Impacts bonus determination . | — |
- Equity plan context (NEOs): Stockholders approved a 2025 equity plan effective Jan 1, 2025; on Feb 3, 2025, each NEO received restricted stock awards (RSAs) vesting ratably over 2 or 3 years; awards accelerate upon death, disability, or Change of Control (and at retirement at Personnel Committee discretion) . Since grants were made in 2025 for 2024 comp, they are excluded from 2024 tables .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Ownership Notes | Pledging/Hedging |
|---|---|---|---|---|
| Oct 2024 Proxy | — | <1% (“*”) | No shares listed for Bennett as of the earlier 2024 record date . | Company states none of the listed shares are pledged; company does not have anti‑hedging or anti‑pledging policy . |
| Dec 31, 2024 | 53 | <1% (“*”) | 53 shares held by the Trustee for executive/board plans . | None of shares pledged; Company does not have an anti‑hedging or anti‑pledging policy . |
- Section 16(a) compliance: The Company reported timely insider filings in the last fiscal year, with one late filing due to administrative oversight and one late correction for a director; no Bennett-specific delinquencies disclosed .
Employment Terms
- Role, Age, Start: EVP, Enterprise Risk Officer; Age 48; Employed since 2024 .
- Employment Agreement: Company proxies state employment agreements exist for each NEO; more broadly, an Executive Vice President Employment, Confidentiality, and Non‑… agreement specifically naming Thomas A. Bennett as EVP & Enterprise Risk Officer is posted on Contracts.Justia (exhibit outlines duties, compensation, and benefits) .
- Severance (NEO framework): If terminated without cause or for good reason, lump-sum ranging from 12.0× monthly base compensation to 2.0× highest “Total” annual compensation as per the Summary Compensation Table; vesting of qualified/non‑qualified plan balances applies; severance conditioned on non‑announcement and general release .
- Change‑of‑Control (NEO framework): Up to 2.0× highest “Total” compensation; up to three years of COBRA premiums (up to ~$187k per NEO); accelerated non‑qualified plan benefits; 280G excise tax gross‑ups; certain NEOs receive additional $125k–$250k or 0.25%–0.50% of total stockholder value depending on transaction type; RSA awards (when granted) accelerate on CoC .
- Non‑qualified Executive Retirement Plan: Terminated as of Nov 29, 2024; distributions to occur 12–24 months after termination under 409A; equity component invested primarily in Company stock and may be distributed in stock subject to withholding .
Important: Bennett’s individual severance/CoC terms were not detailed in the proxy (he was not a 2024 NEO). The above economics reflect the Company’s disclosed framework for NEO employment agreements and equity plan terms .
Company Performance Context (Pay-for-Performance Disclosure)
| Year | Company TSR ($100 Base) | Peer Group TSR ($100 Base) | Net Income ($) | ROE | ROA |
|---|---|---|---|---|---|
| 2022 | 170.09 | 119.53 | 75,090,000 | 16.04% | 1.41% |
| 2023 | 165.09 | 130.34 | 88,314,000 | 17.05% | 1.68% |
| 2024 | 150.84 | 123.92 | 88,457,000 | 17.05% | 1.68% |
Additional 2024 operating highlights: NIM 4.05%; efficiency ratio 46.24%; ROA 1.64%; ROE 15.49%; TCE ratio 10.46%; total assets $5.37B; strong credit quality (net charge‑offs $0.7M; nonperforming loans/leases $0.9M); robust liquidity and capital .
Governance, Compensation Committee, and Say‑on‑Pay
- Personnel (Compensation) Committee members in 2024: Edward Corum Jr., Stephenson K. Green, Kevin Sanguinetti; all independent per Nasdaq definition; certain members had ordinary‑course loans with the Bank on market terms (exempt under Sarbanes‑Oxley) .
- Say‑on‑Pay: 2023 advisory approval 92.95%; frequency vote supported triennial (every three years) with 84.21% support .
- Risk controls in compensation: Bonus determinations incorporate regulatory exam results; centralized credit risk; no formulaic weighting of metrics to avoid incentivizing excessive risk .
Risk Indicators & Red Flags
- Tax gross‑ups: NEO CoC agreements include 280G excise tax gross‑up payments (shareholder‑unfriendly) .
- Hedging/Pledging Policy: Company does not maintain an anti‑hedging or anti‑pledging policy; however, proxy reports none of the disclosed shares are pledged .
- Equity Overhang/Vesting Pressure: New 2025 equity plan introduces RSAs for NEOs with 2‑ or 3‑year ratable vesting and CoC/death/disability acceleration; vesting schedules can create event‑linked selling pressure if/when applicable to executives .
- Section 16 compliance: Only minor administrative delinquencies noted; no Bennett‑specific exceptions disclosed .
Investment Implications
- Alignment: Bennett’s disclosed stake (53 shares as of 12/31/24) is de minimis (<1%); combined with the absence of an anti‑hedging/anti‑pledging policy, alignment relies more on cash incentives and (potentially) deferred/long‑term programs than on meaningful owned equity—monitor future Form 4s and potential equity grants under the 2025 Plan for improved alignment .
- Retention: Company‑standard NEO contracts provide strong severance and CoC protections (2.0× highest “Total” compensation, COBRA, accelerated non‑qualified plan benefits, tax gross‑ups), which mitigate retention risk for designated NEOs; Bennett’s specific terms were not disclosed, but an EVP employment agreement exists per public exhibit .
- Pay‑for‑performance: Cash bonuses tied to multifactor performance (Net Income, ROA/ROE, efficiency, regulatory outcomes) without rigid weights, aligning executive focus with conservative banking risk management; 2024 results and TSR compare favorably, suggesting compensation conditions supportive of value creation .
- Watch items: Track whether Bennett receives equity awards under the 2025 Plan and any subsequent vesting/accelerations; monitor equity distributions from the terminated Executive Retirement Plan window (12–24 months post‑Nov 29, 2024) for potential stock issuance/selling dynamics at the enterprise level .
Sources: FMCB 2025 DEF 14A (filed Apr 1, 2025) for executive roster, compensation framework, ownership, pay-for-performance, severance/CoC terms, and operating metrics **[1085913_0001140361-25-011433_ef20046450_def14a.htm:13]** **[1085913_0001140361-25-011433_ef20046450_def14a.htm:17]** **[1085913_0001140361-25-011433_ef20046450_def14a.htm:24]** **[1085913_0001140361-25-011433_ef20046450_def14a.htm:29]** **[1085913_0001140361-25-011433_ef20046450_def14a.htm:26]** **[1085913_0001140361-25-011433_ef20046450_def14a.htm:14]** **[1085913_0001140361-25-011433_ef20046450_def14a.htm:22]** **[1085913_0001140361-25-011433_ef20046450_def14a.htm:19]** **[1085913_0001140361-25-011433_ef20046450_def14a.htm:37]**; 2024 Oct 25 proxy for earlier ownership snapshot **[1085913_0001140361-24-044165_ny20037171x2_def14a.htm:12]**; McDermott + Bull executive search announcement for Bennett’s background and education **[https://mbexec.com/mcdermott-bull-completes-search-for-executive-vice-president-enterprise-risk-officer-farmers-merchants-bank-of-central-california/]**; Contracts.Justia reference to Bennett EVP employment agreement **[https://contracts.justia.com/companies/farmers-merchants-bancorp-2001/contract/1282938/]**.