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FARMERS & MERCHANTS BANCORP INC

For the period ended Dec 31, 2023. Filed Feb 27, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 27, 2024

FMAO$37.09+0.5%Stored close · as of Nov 10, 2026

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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

BOARD OF DIRECTORS

The information called for herein is presented below:

NameAgePrincipal Occupation or Employment for Past Five YearsYear First Became Director
Ian D. Boyce*56Founding Member and Managing Partner2024
Dickmeyer Boyce Financial Management
Andrew J. Briggs69Retired and former Chairman of Limberlost Bancshares, Inc.2019
and President of its wholly-owned subsidiary Bank of Geneva
Eugene N. Burkholder71President, Falor Farm Center, Inc.2012
Lars B. Eller57President and CEO of the Company and2018
The Farmers & Merchants State Bank
Jo Ellen Hornish70CEO, Hornish Bros, Inc. / Fountain City Leasing, Inc. / Advantage Powder Coating, Inc.2013
Jack C. Johnson71President, Hawk’s Clothing, Inc.1991
Lori A. Johnston62President, ProMedica Insurance Corporation2020
Dr. Marcia S. Latta62Vice President of University Advancement,The University of Findlay2009
Steven J. Planson64President, Planson Farms, Inc.2008
Kevin J. Sauder63President, Chief Executive Officer,Sauder Woodworking Co.2004
Frank R. Simon54Founder & Managing Member / Attorney2021
Simon PLC Attorneys & Counselors
Dr. K. Brad Stamm71President and Educational Consultant of2016
Stamm Management Group
David P. Vernon57Owner, Licensed Funeral Director & Embalmer2021
Vernon Family Funeral Homes
  • Effective January 16, 2024

Directors are elected annually at the annual meeting of shareholders.

EXECUTIVE OFFICERS

NameAgePrincipal Occupation & Offices Held withCorporation & Bank for Past Five Years
Jack C. Johnson71Chairman
Lars B. Eller57President and Chief Executive Officer (“PEO”) (1) (2)
Barbara J. Britenriker62Executive Vice PresidentChief Financial Officer (“PFO”) (1) and Chief Retail Banking Officer (3)
Rex D. Rice65Executive Vice Presidentand Chief Lending Officer (4)
Benet S. Rupp58Executive Vice Presidentand Chief Administrative Officer (5)

(1) The designation PEO means principal executive officer and PFO means principal financial officer under the rules of the SEC.

(2) Mr. Eller was President and Chief Executive Officer of the Bank beginning on September 13, 2018 and assumed the additional position of President and Chief Executive Officer of the Company on February 1, 2019.

(3)Ms. Britenriker was Executive Vice President and Chief Financial Officer of the Company. Ms. Britenriker served as Executive Vice President and Chief Retail Banking Officer of the Bank from January 7, 2019 to October 16, 2023 and resumed the position of Executive Vice President and Chief Financial Officer of the Bank on October 16 2023.

(4) Mr. Rice was the Executive Vice President and Senior Commercial Banking Manager until January 31, 2020. Mr. Rice assumed the position of Chief Lending Officer of the Bank effective upon the retirement of Todd Graham as of February 1, 2020.

(5) Ms. Rupp joined the Company in June 2019 and was the Sr. Vice President and Chief People Officer until August 23, 2022. Ms. Rupp was appointed to serve as the Executive Vice President and Chief Administrative Office of the Bank on August 23, 2022.

Any remaining information required by Item 401 of Regulation S-K is presented in the proxy statement to be furnished in connection with the solicitation of proxies on behalf of the Board of Directors of the Registrant for use at its Annual Meeting to be held on April 29, 2024, and is incorporated herein by reference to the sections of the proxy statement captioned “ Nominations for Members of the Board of Director, “”Our Board Composition” and “PROPOSAL ONE – Election of Directors and Information Concerning Directors and Officers.” The information called for under Item 405 of Regulation S-K and called for under paragraphs (d)(4) and (d)(5) of Item 407 is presented in the proxy statement to be furnished in connection with the solicitation of proxies on behalf of the Board of Directors of the Registrant for use at its Annual Meeting to be on April 29, 2024 and incorporated herein by reference to sections of the proxy statement captioned “Delinquent Section 16(a) Reports,” “Audit Committee Report” and “Committees of the Board of Directors.”

The Board of Directors of the Company adopted a Code of Business Conduct and Ethics (the “Code”) at its meeting on February 13, 2004. While the Sarbanes-Oxley Act of 2002 mandates the adoption of a code of ethics for the most senior executive officers of all public companies, the Code adopted by the Corporation's Board of Directors is broader in the activities covered and applies to all officers, directors and employees of the Corporation and the Bank, including the chief executive officer, chief financial officer, principal accounting officer and other senior officers performing accounting, auditing, financial management or similar functions. The administration of the Code has been delegated to the Audit Committee of the Board of Directors, a Committee comprised entirely of “independent directors.” The Code addresses topics such as compliance with laws and regulations, honest and ethical conduct, conflicts of interest, confidentiality and protection of Corporation assets, fair dealing and accurate and timely periodic reports, and also provides for enforcement mechanisms. The Board and management of the Corporation intends to continue to monitor not only the developing legal requirements in this area, but also the best practices of comparable companies, to assure that the Corporation maintains sound corporate governance practices in the future. Annual testing and review of the Code is conducted and attested to by signatures of all officers and directors of the Company.

A copy of the Corporation's Code is available on the website of the Bank (www.fm.bank). In addition, a copy of the Code is available to any shareholder free of charge upon request. Shareholders desiring a copy of the Code should address written requests to Mr. Lars B. Eller, President, Chief Executive Officer of Farmers & Merchants Bancorp, Inc., 307 North Defiance Street, Archbold, Ohio 43502, and are asked to mark Code of Business Conduct and Ethics on the outside of the envelope containing the request.

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