Farmers & Merchants Bancshares, Inc.'s highest-paid named officer for fiscal year 2025, President Gary Harris, was paid $503,907 (SEC filing 0001437749-26-009965 ↗): 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.
$503,907 Gary Harris total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 98.93% Say-on-pay support, latest vote |
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FMFG's next annual pay disclosure, estimated March 26, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Gary Harris | $322,922 | — | — | — | $58,960 | — | $122,025 | $503,907 |
| President | ||||||||
| Paul Susie | 196,923 | — | — | — | 27,731 | — | 7,132 | 231,786 |
| EVP & CFO | ||||||||
| Barry Luciani | 177,837 | — | — | — | 30,313 | — | 15,408 | 223,558 |
| EVP | ||||||||
| Mark Krebs | 120,735 | — | — | — | 50,000 | — | 21,023 | 191,758 |
| former EVP/CFO | ||||||||
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 |
|---|---|---|---|---|
| Gary Harris | $503,907 | $462,453 | — | ↑ +41,454 |
| Paul Susie | 231,786 | — | — | — |
| Barry Luciani | 223,558 | 185,994 | — | ↑ +37,564 |
| Mark Krebs | 191,758 | 286,891 | — | ↓ −95,133 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Gary Harris | RSU | 1,000 | — | $17,220 |
The Company’s goal for its executive compensation program is to attract, motivate and retain a talented team of executives who will provide leadership for the Company’s success in dynamic and competitive markets. The Board and its Compensation Committee believe that the Company’s compensation policies and procedures are reasonable in comparison both to the Company’s peer group and to the Company’s performance during 2025.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-28 | 1,741,137 | 18,822 | 30,582 | 98.93% | Passed |
| 2024 | 2024-04-23 | 1,368,787 | 224,196 | 84,134 | 85.93% | Passed |
| 2022 | 2022-04-26 | 1,572,322 | 6,658 | 31,563 | 99.58% | Passed |
| 2020 | 2020-04-28 | 2,234,835 | 6,362 | 36,661 | 99.72% | Passed |
| 2018 | 2018-04-24 | 1,058,554 | 7,449 | 9,187 | 99.3% | 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 | 2026-04-28 | 98.93%a |
| 2024 | 2024-04-23 | 85.93%b |
| 2022 | 2022-04-26 | 99.58%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “Accordingly, an abstention or a broker non-vote with respect to Proposal 2, Proposal 3, or Proposal 4 will have no impact on the outcome of these proposals.”.
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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Bruce L. SchindlerIndependent · Audit (Chair) · Compensation (Chair) · Nominating · Loan · Marketing Steering · Investor Relations | $0 | — | — | — | $38,911 | $38,911 |
| Ronald W. HuxIndependent · Executive (Chair) · Nominating · Facilities · Asset/Liability (Chair) · Marketing Steering · Investor Relations | 21,681 | — | — | — | 13,616 | 35,297 |
| James R. Bosley JrIndependent · Executive · Compensation · Loan · Investor Relations (Chair) | 31,825 | — | — | — | 0 | 31,825 |
| Edward A. Halle JrIndependent · Audit · Compensation · Loan | 22,250 | — | — | — | 0 | 22,250 |
| Robert G. PollokoffIndependent · Loan · Facilities · Marketing Steering | 5,999 | — | — | — | 13,996 | 19,995 |
| Roger D. CassellIndependent · Executive · Compensation · Nominating (Chair) · Marketing Steering | 18,670 | — | — | — | 0 | 18,670 |
| Steven W. ElineIndependent · Audit · Compensation · Nominating · Facilities | 16,255 | — | — | — | 0 | 16,255 |
| Emily B. MillerIndependent · Compensation · Facilities · Asset/Liability | 0 | — | — | — | 15,475 | 15,475 |
| Teresa L. SmackIndependent · Compensation · Nominating · Facilities (Chair) · Marketing Steering | 0 | — | — | — | 14,075 | 14,075 |
| Paul F. Wooden JrIndependent · Not standing for re-election · Departed during FY | 9,960 | — | — | — | 0 | 9,960 |
| Gary A. HarrisEmployee director · Loan · Facilities · Asset/Liability · Marketing Steering | — | — | — | — | — | 0 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $855 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $126,640 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $96,073 |
| Total cost of the board | $222,713 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
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 Bancshares, Inc. | 2025 | Gary Harris | $322,922 | — | — | $58,960 | $503,907 |
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.
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, Gary Harris | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Executive Compensation”. As printed: 503,907. Filing ↗ |
| 2 | Section 01, Paul Susie | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Executive Compensation”. As printed: 231,786. Filing ↗ |
| 3 | Section 01, Barry Luciani | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Executive Compensation”. As printed: 223,558. Filing ↗ |
| 4 | Section 01, Mark Krebs | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Executive Compensation”. As printed: 191,758. Filing ↗ |
| 5 | Section 08, Bruce L. Schindler | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 38,911. Filing ↗machine: span 162421–162427 |
| 6 | Section 08, Ronald W. Hux | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 35,297. Filing ↗machine: span 157147–157153 |
| 7 | Section 08, James R. Bosley Jr | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 31,825. Filing ↗machine: span 149518–149524 |
| 8 | Section 08, Edward A. Halle Jr | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 22,250. Filing ↗machine: span 155239–155245 |
| 9 | Section 08, Robert G. Pollokoff | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 19,995. Filing ↗machine: span 160997–161003 |
| 10 | Section 08, Roger D. Cassell | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 18,670. Filing ↗machine: span 151424–151430 |
| 11 | Section 08, Steven W. Eline | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 16,255. Filing ↗machine: span 153329–153335 |
| 12 | Section 08, Emily B. Miller | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 15,475. Filing ↗machine: span 158568–158574 |
| 13 | Section 08, Teresa L. Smack | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 14,075. Filing ↗machine: span 164342–164348 |
| 14 | Section 08, Paul F. Wooden Jr | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 9,960. Filing ↗machine: span 167238–167243 |
| 15 | Section 08, Gary A. Harris | DEF 14A | 2026-03-26 | 0001437749-26-009965 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-04-30 | 0001437749-26-014235 | Item 5.07 · say-on-pay result. As reported: 98.93% (votes for as printed: 1,741,137). Filing ↗ |
| 17 | Section 06, 2024 vote | Form 8-K | 2024-04-24 | 0001437749-24-012975 | Item 5.07 · say-on-pay result. As reported: 85.93% (votes for as printed: 1,368,787). Filing ↗ |
| 18 | Section 06, 2022 vote | Form 8-K | 2022-04-28 | 0001437749-22-009982 | Item 5.07 · say-on-pay result. As reported: 99.58% (votes for as printed: 1,572,322). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 09b board cost (computed) | Computed | — | — | Cash 126,640 + equity 0 + all other 96,073 = 222,713, summed across the director compensation table rows.machine: formula: Σ = 222,713 |
| 21 | Farmers & Merchants Bancshares, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-03-26 | 0001437749-26-009965 | CEO total compensation as printed in Farmers & Merchants Bancshares, Inc.'s own proxy. As printed: 503,907. Filing ↗ |
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