Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-30

Farmers & Merchants Bancshares, Inc. (FMFG)

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 ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Gary Harris$322,922———$58,960—$122,025$503,907
President
Paul Susie196,923———27,731—7,132231,786
EVP & CFO
Barry Luciani177,837———30,313—15,408223,558
EVP
Mark Krebs120,735———50,000—21,023191,758
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Gary Harris$503,907$462,453—↑ +41,454
Paul Susie231,786———
Barry Luciani223,558185,994—↑ +37,564
Mark Krebs191,758286,891—↓ −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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Companies that benchmark against FMFG
No companies currently name FMFG as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Gary HarrisRSU1,000—$17,220
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingfalse
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-281,741,13718,82230,58298.93%Passed
20242024-04-231,368,787224,19684,13485.93%Passed
20222022-04-261,572,3226,65831,56399.58%Passed
20202020-04-282,234,8356,36236,66199.72%Passed
20182018-04-241,058,5547,4499,18799.3%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-04-2898.93%a
20242024-04-2385.93%b
20222022-04-2699.58%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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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 Relations21,681———13,61635,297
James R. Bosley JrIndependent · Executive · Compensation · Loan · Investor Relations (Chair)31,825———031,825
Edward A. Halle JrIndependent · Audit · Compensation · Loan22,250———022,250
Robert G. PollokoffIndependent · Loan · Facilities · Marketing Steering5,999———13,99619,995
Roger D. CassellIndependent · Executive · Compensation · Nominating (Chair) · Marketing Steering18,670———018,670
Steven W. ElineIndependent · Audit · Compensation · Nominating · Facilities16,255———016,255
Emily B. MillerIndependent · Compensation · Facilities · Asset/Liability0———15,47515,475
Teresa L. SmackIndependent · Compensation · Nominating · Facilities (Chair) · Marketing Steering0———14,07514,075
Paul F. Wooden JrIndependent · Not standing for re-election · Departed during FY9,960———09,960
Gary A. HarrisEmployee director · Loan · Facilities · Asset/Liability · Marketing Steering—————0
09

Board fee structure and ownership guideline

Annual cash retainer—
Annual equity retainer—
Per board meeting fee$855
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Farmers & Merchants Bancshares, Inc.2025Gary 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.

10d

Frequently asked questions

Who was the highest-paid executive at Farmers & Merchants Bancshares, Inc. in fiscal 2025?
As disclosed, Gary Harris (President) was the highest-paid executive at Farmers & Merchants Bancshares, Inc. in fiscal 2025, with total compensation of $503,907.
How did shareholders vote on Farmers & Merchants Bancshares, Inc.'s executive compensation?
As disclosed, 98.93% of shareholders supported Farmers & Merchants Bancshares, Inc.'s executive compensation in the latest say-on-pay vote.
How much does Farmers & Merchants Bancshares, Inc. spend in total on board compensation for fiscal 2025?
As disclosed, Farmers & Merchants Bancshares, Inc. reported total board compensation of $222,713 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Gary HarrisDEF 14A2026-03-260001437749-26-009965Section “Executive Compensation”. As printed: 503,907. Filing ↗
2Section 01, Paul SusieDEF 14A2026-03-260001437749-26-009965Section “Executive Compensation”. As printed: 231,786. Filing ↗
3Section 01, Barry LucianiDEF 14A2026-03-260001437749-26-009965Section “Executive Compensation”. As printed: 223,558. Filing ↗
4Section 01, Mark KrebsDEF 14A2026-03-260001437749-26-009965Section “Executive Compensation”. As printed: 191,758. Filing ↗
5Section 08, Bruce L. SchindlerDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 38,911. Filing ↗machine: span 162421–162427
6Section 08, Ronald W. HuxDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 35,297. Filing ↗machine: span 157147–157153
7Section 08, James R. Bosley JrDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 31,825. Filing ↗machine: span 149518–149524
8Section 08, Edward A. Halle JrDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 22,250. Filing ↗machine: span 155239–155245
9Section 08, Robert G. PollokoffDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 19,995. Filing ↗machine: span 160997–161003
10Section 08, Roger D. CassellDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 18,670. Filing ↗machine: span 151424–151430
11Section 08, Steven W. ElineDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 16,255. Filing ↗machine: span 153329–153335
12Section 08, Emily B. MillerDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 15,475. Filing ↗machine: span 158568–158574
13Section 08, Teresa L. SmackDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 14,075. Filing ↗machine: span 164342–164348
14Section 08, Paul F. Wooden JrDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 9,960. Filing ↗machine: span 167238–167243
15Section 08, Gary A. HarrisDEF 14A2026-03-260001437749-26-009965Section “Director Compensation”. As printed: 0. Filing ↗
16Section 06, 2026 voteForm 8-K2026-04-300001437749-26-014235Item 5.07 · say-on-pay result. As reported: 98.93% (votes for as printed: 1,741,137). Filing ↗
17Section 06, 2024 voteForm 8-K2024-04-240001437749-24-012975Item 5.07 · say-on-pay result. As reported: 85.93% (votes for as printed: 1,368,787). Filing ↗
18Section 06, 2022 voteForm 8-K2022-04-280001437749-22-009982Item 5.07 · say-on-pay result. As reported: 99.58% (votes for as printed: 1,572,322). Filing ↗
19Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
20Section 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
21Farmers & Merchants Bancshares, Inc. (subject), Section 10b CEO totalDEF 14A2026-03-260001437749-26-009965CEO total compensation as printed in Farmers & Merchants Bancshares, Inc.'s own proxy. As printed: 503,907. Filing ↗

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