Farmers & Merchants Bancorp (FMAO) Proxy Filing summary

Executive summary

• The 2025 Long-Term Stock Incentive Plan aims to attract, retain, and motivate key employees and directors by offering equity-based awards, aligning their interests with the company's long-term success.

• The plan covers stock options, stock appreciation rights, restricted shares, restricted share units, and performance shares, with a maximum of 2,000,000 common shares available for issuance.

• Awards are administered by a committee of outside directors, with broad authority to determine eligibility, terms, and performance criteria.

Voting matters and shareholder proposals

• Shareholder approval is required for the adoption and any material amendments of the plan, especially those affecting incentive stock options or as required by law or exchange rules.

Board of directors and corporate governance

• The plan is administered by a committee of at least three outside directors, typically the compensation committee, with the board retaining amendment and oversight authority.

• The committee has discretion to delegate ministerial duties but not the power to grant awards.