Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses FMCB in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FMCB in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Kent Steinwert | $895,000 | $1,400,000 | $10,121,944 | $0 | $0 | $0 | $133,827 | $12,550,771 |
| Chairman, President & Chief Executive Officer | ||||||||
| Bart Olson | 567,500 | 550,000 | 2,501,999 | 0 | 0 | 0 | 91,133 | 3,710,632 |
| Executive Vice President Chief Financial Officer | ||||||||
| Ryan Misasi | 410,000 | 500,000 | 2,501,999 | 0 | 0 | 0 | 102,958 | 3,514,957 |
| Executive Vice President Retail Banking Division Manager | ||||||||
| David Zitterow | 406,250 | 400,000 | 1,100,903 | 0 | 0 | 0 | 114,614 | 2,021,767 |
| Executive Vice President Director of Wholesale Banking | ||||||||
| John Weubbe | 380,000 | 400,000 | 799,565 | 0 | 0 | 0 | 83,194 | 1,662,759 |
| Executive Vice President Chief Credit Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Kent Steinwert | $12,550,771 | $6,168,924 | $6,131,578 | +6,381,847 |
| Bart Olson | 3,710,632 | 2,104,442 | 1,688,378 | +1,606,190 |
| Ryan Misasi | 3,514,957 | 1,785,281 | 1,580,936 | +1,729,676 |
| David Zitterow | 2,021,767 | 1,420,493 | 1,346,540 | +601,274 |
| John Weubbe | 1,662,759 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Bart Olson | RSA | — | — | — | 2,422 | — | $2,501,999 |
| Kent Steinwert | RSA | — | — | — | 9,790 | — | 10,113,364 |
| David Zitterow | RSA | — | — | — | 1,064 | — | 1,099,144 |
| John Weubbe | RSA | — | — | — | 774 | — | 799,565 |
| Ryan Misasi | RSA | — | — | — | 2,422 | — | 2,501,999 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| John Weubbe | RSU | 774 | — | $860,108 |
| Kent Steinwert | RSU | 9,790 | — | 10,879,138 |
| Bart Olson | RSU | 2,422 | — | 2,691,448 |
| David Zitterow | RSU | 1,064 | — | 1,182,370 |
| Ryan Misasi | RSU | 2,422 | — | 2,691,448 |
To establish a competitive compensation package that rewards each officer based on their contribution and performance, thereby serving to attract and retain talented individuals who can implement the Company's strategic plan and maximize long-term stockholder value.
| CEO STI target (% of salary) | 200% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | — |
| Anti-hedging | False |
| Anti-pledging | False |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-11 | 362,155 | 12,151 | 23,506 | 96.75% | Passed |
| 2023 | 2023-05-15 | 442,253 | 8,469 | 25,062 | 98.12% | Passed |
| 2020 | 2020-05-18 | 489,773 | 45,965 | 29,648 | 91.42% | Passed |
| 2017 | 2017-05-15 | 472,871 | 9,473 | 29,057 | 98.04% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-11 | 96.75%a |
| 2023 | 2023-05-15 | 98.12%b |
| 2020 | 2020-05-18 | 91.42%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 144 : 1 |
|---|---|
| CEO total compensation | $12,550,771 |
| Median employee compensation | $86,622 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Edward Corum, JrIndependent · Personnel (Chair) · Nominating · Audit & Risk · Loan (Co-Chair) | $119,400 | $0 | $0 | $0 | $243,600 | $363,000 |
| Stephenson K. GreenIndependent · Audit & Risk · Personnel · CRA (Chair) | 72,400 | 0 | 0 | 0 | 243,600 | 316,000 |
| Kevin SanguinettiIndependent · Audit & Risk (Chair) · Asset Liability · Personnel | 68,200 | 151,855 | 0 | 0 | 91,600 | 311,655 |
| Gary J. LongIndependent · Nominating · Asset Liability · CRA · Cybersecurity and Technology | 60,400 | 0 | 0 | 0 | 243,600 | 304,000 |
| Craig W. JamesIndependent · Asset Liability (Co-Chair) · CRA · Nominating · Cybersecurity and Technology | 60,400 | 0 | 0 | 0 | 243,600 | 304,000 |
| Deborah E. SkinnerNot independent · Cybersecurity and Technology (Chair) · CRA · Asset Liability · Newly elected | 54,000 | 0 | 0 | 0 | 243,050 | 297,050 |
| Kent A. SteinwertEmployee director · Board Chair · Nominating (Chair) · Asset Liability · Loan | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $3,200 |
| Committee chair fees (audit / comp / nom-gov) | 3,200 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $434,800 |
| Equity awards (grant-date value) | $151,855 |
| All other compensation | $1,309,050 |
| Total cost of the board | $1,895,705 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Farmers & Merchants Bancorp names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Farmers & Merchants Bancorp.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Farmers & Merchants Bancorp | 2025 | Kent Steinwert | $895,000 | $10,121,944 | $0 | $0 | $12,550,771 |
| 2 | Bank of Marin | 2025 | Timothy Myers | 693,250 | 560,015 | 0 | 0 | 1,930,086 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Farmers & Merchants Bancorp | not disclosed | RSU 100 | not disclosed | not disclosed |
| Bank of Marin | 112% | PSU 62 · RSU 38 | No | Pearl Meyer & Partners |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Kent Steinwert | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Named Executive Officer - 2025 Summary Compensation Table”. As printed: 12,550,771. Filing ↗machine: r1 · c23 · span 311148–311158 |
| 2 | Section 01, Bart Olson | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Named Executive Officer - 2025 Summary Compensation Table”. As printed: 3,710,632. Filing ↗machine: r5 · c23 · span 328556–328565 |
| 3 | Section 01, Ryan Misasi | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Named Executive Officer - 2025 Summary Compensation Table”. As printed: 3,514,957. Filing ↗machine: r9 · c23 · span 345954–345963 |
| 4 | Section 01, David Zitterow | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Named Executive Officer - 2025 Summary Compensation Table”. As printed: 2,021,767. Filing ↗machine: r13 · c23 · span 363363–363372 |
| 5 | Section 01, John Weubbe | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Named Executive Officer - 2025 Summary Compensation Table”. As printed: 1,662,759. Filing ↗machine: r17 · c23 · span 380762–380771 |
| 6 | Section 03, Bart Olson RSA | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t69 · r5 · c12 · span 326266–326275 |
| 7 | Section 03, Kent Steinwert RSA | DEF 14A | — | — | Section “Executive Compensation” · grants of plan-based awards table. |
| 8 | Section 03, David Zitterow RSA | DEF 14A | — | — | Section “Executive Compensation” · grants of plan-based awards table. |
| 9 | Section 03, John Weubbe RSA | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t67 · r14 · c8 · span 299242–299249 |
| 10 | Section 03, Ryan Misasi RSA | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t69 · r9 · c12 · span 343663–343672 |
| 11 | Section 07, pay ratio | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “CEO Pay Ratio”. As printed: 144 : 1. Filing ↗machine: span 261615–261618 |
| 12 | Section 08, Edward Corum, Jr | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Director Compensation”. As printed: 363,000. Filing ↗machine: t34 · r1 · c19 · span 153145–153152 |
| 13 | Section 08, Stephenson K. Green | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Director Compensation”. As printed: 316,000. Filing ↗machine: t34 · r2 · c19 · span 156683–156690 |
| 14 | Section 08, Kevin Sanguinetti | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Director Compensation”. As printed: 311,655. Filing ↗machine: t34 · r5 · c19 · span 168441–168448 |
| 15 | Section 08, Gary J. Long | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Director Compensation”. As printed: 304,000. Filing ↗machine: t34 · r4 · c19 · span 164326–164333 |
| 16 | Section 08, Craig W. James | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Director Compensation”. As printed: 304,000. Filing ↗machine: t34 · r3 · c19 · span 160795–160802 |
| 17 | Section 08, Deborah E. Skinner | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Director Compensation”. As printed: 297,050. Filing ↗machine: t34 · r6 · c19 · span 171978–171985 |
| 18 | Section 08, Kent A. Steinwert | DEF 14A | 2026-04-01 | 0001140361-26-012591 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 19 | Section 06, 2026 vote | Form 8-K | 2026-05-13 | 0001140361-26-020886 | Item 5.07 · say-on-pay result. As reported: 96.75% (votes for as printed: 362,155). Filing ↗ |
| 20 | Section 06, 2023 vote | Form 8-K | 2023-05-16 | 0001140361-23-025031 | Item 5.07 · say-on-pay result. As reported: 98.12% (votes for as printed: 442,253). Filing ↗ |
| 21 | Section 06, 2020 vote | Form 8-K | 2020-05-19 | 0001140361-20-011962 | Item 5.07 · say-on-pay result. As reported: 91.42%. Filing ↗ |
| 22 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 23 | Section 09b board cost (computed) | Computed | — | computed | Cash 434,800 + equity 151,855 + all other 1,309,050 = 1,895,705, summed across the director compensation table rows.machine: formula: Σ = 1,895,705 |
| 24 | Farmers & Merchants Bancorp (subject), Section 10b CEO total | DEF 14A | 2026-04-01 | 0001140361-26-012591 | CEO total compensation as printed in Farmers & Merchants Bancorp's own proxy. As printed: 12,550,771. Filing ↗machine: r1 · c23 · span 311148–311158 |
| 25 | Bank of Marin, Section 10b CEO total | DEF 14A | 2026-04-22 | 0001104659-26-046455 | CEO total compensation as printed in Bank of Marin's own proxy. As printed: 1,930,086. Filing ↗machine: t116 · r5 · c14 · span 1084023–1084032 |
| 26 | Section 10a, Bank of Marin reciprocity | DEF 14A | — | 0001104659-26-046455 | Bank of Marin's most recent proxy was read; its disclosed peer group does not include Farmers & Merchants Bancorp. Filing ↗ |