The Board does not anticipate that any of the nominees will be unable to serve as a Director of the Company, but if that should occur before the meeting, the Board of Directors reserve the right to substitute as nominee another person of theirits choice in the place and stead of any nominee unable so to serve. Proxy holders would vote to approve the election of such substitute nominee. The proxy holders reserve the right to cumulate votes for the election of Directors and cast all of such votes for any one or more of the nominees, to the exclusion of the others, and in such order of preference as the proxy holders may determine in their discretion, based upon the recommendation of the Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To the knowledge of the Company, as of the record date, no person or entity was the beneficial owner of more than five percent (5%) of the outstanding shares of the Company’s common stock, except as set forth in the following tables.

For the purpose of this disclosure and the disclosure of shares owned by management, shares are considered to be “beneficially” owned if the person has or shares the power to vote or direct the voting of the shares, the power to dispose of or direct the disposition of the shares, or the right to acquire beneficial ownership (as so defined) within 60 days of the Record Date.

The following table shows, as of December 31, 2023, the number of common shares and the percentage of the total shares of Common Stock of the Company beneficially owned by each of the current Directors, by each of the nominees for election to the office of Director, by the Named Executive Officers and by all Directors and Named Executive Officers of the Company and of the Bank as a group. Unless otherwise indicated, all shares of Common Stock held by each individual named in the table below are held by the trustee (the “Trustee”) of the Farmers & Merchants Bank of Central California and Farmers & Merchants Bancorp Executive Retirement Plan Trust and the Senior Management Retention Plan Trust, which held as of December 31, 2023, a total of 67,082 shares (8.97% of the outstanding shares) attributable to the Directors and officers, some of which are attributable below:

* Beneficial ownership does not exceed one percent of Common Stock outstanding.

The table above includes the following notes: (1) Mail should be sent to this individual at the Company's address marked "c/o Shareholder Relations"; (2) Shares held by the Trustee are voted as directed by the Bank. All shares are beneficially owned, directly and indirectly, together with spouses. Unless otherwise indicated, holders of shares which are not held by the Trustee, share voting power with their spouses. None of the shares are pledged, the Company does not have an anti-hedging or anti-pledging policy; (3) 1,631 shares held by Trustee; (4) 558 shares held by Trustee; (5)Mr. Haley served as the Company’s Chief Financial Officer until Mr. Olson assumed this position effective March 27, 2023; (6) 389 shares held by Trustee; (7) 241 shares held by Trustee; (8) 1,036 shares held by Trustee; (9) 2,625 shares held by Trustee; (10) 328 shares held by Trustee; (11) 1,397 shares held by Trustee; (12) 4,727 shares held by Trustee; (13) 29,725 shares held by Trustee; (14) 1,594 shares held by Trustee; (15) 718 shares held by Trustee; (16) 1,239 shares held by Trustee.

CORPORATE GOVERNANCE

Code of Ethics

The Company has adopted a Code of Conduct. A copy of the Code of Conduct is posted on the Company’s website at http://www.fmbonline.com. The Company intends to disclose promptly on its website any amendment to, or waiver from any provision of, the Code of Conduct applicable to executive officers and Directors.

Director CompensationIndependence

The Company follows Rule 5605(a)(2) of Nasdaq’s current listing rules to determine whether a Director is independent. With the exception of Mr. Steinwert, who is currently an employee of the Company, all nominees are considered to be “independent.”

Board of Directors Meetings

The Company’s principal asset is its wholly-owned subsidiary, Farmers & Merchants Bank of Central California (the “Bank”). The Directors of the Company are also Directors of the Bank.

During the calendar year ended December 31, 2023, the Board of Directors of the Company and the Board of Directors of the Bank met twelve (12) times. In addition, as required, the Board holds telephonic meetings to address issues between monthly meetings. Each incumbent Director attended more than 75% of the meetings of the Board of Directors and the committees to which they were named. The Company expects Directors to attend the annual meeting of shareholders. All Directors attended the virtual annual meeting of shareholders in 2023.

Roles and Responsibilities of the Board of Directors

Leadership Structure

The Board of Directors has determined that the Chairmanship should reside with the Director who is most familiar with the banking industry, and who is the most capable of setting strategic direction and integrating that direction with the Company’s day-to-day business development and risk management activities. Accordingly, since 2010 Mr. Steinwert has been unanimously elected to the position of Chairman in addition to his role since 1997 as President and Chief Executive Officer of the Company.

The Board believes that the combination of these positions does not compromise the important “check-and-balance” role that independent Directors play in the oversight of the Company since Mr. Steinwert is not a member of the Audit & Risk Committee or the Personnel Committee of the Board, and therefore key Board decisions and oversight regarding: (1) accounting, financial reporting, and overall risk management; and (2) executive compensation are made only by independent Directors. Furthermore, Mr. Steinwert receives no additional compensation for his roles as a Board member, a committee member, or the Chairman of the Board, which provides cost savings to the Company.

As of this date, the Board of Directors has not formally designated a lead independent Director.

Role in Enterprise Risk Management

The Board of Directors is responsible for monitoring all aspects of the Company’s enterprise risk. Their involvement in enterprise risk management centers on the following key roles and responsibilities:

Committees of the Board

Nominating Committee

The Nominating Committee of the Company and the Bank identifies candidates to serve as Directors of the Company and the Bank in the event of future Board openings. The Nominating Committee’s charter is available for review on the Company’s website at http://www.fmbonline.com. The committee is comprised of the following voting members: Messrs. Steinwert (Chairman), Long, Corum and Suess. The Nominating Committee met one (1) time in 2023. Messrs. Corum, Long and Suess have been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of Nasdaq’s current listing rules.

Audit & Risk Committee

The Audit & Risk Committee of the Company and the Bank is responsible for the ongoing adequacy of the internal control environment, and oversees the activities of the internal and independent registered public accounting firm of the Company and the Bank with the aim of ensuring compliance with applicable laws. The Audit & Risk Committee selects the independent registered public accounting firm. The committee’s charter is available for review on the Company’s website at http://www.fmbonline.com. The Audit & Risk Committee reports to the Boards of Directors of the Company and the Bank, as appropriate. The Audit & Risk Committee reviews the reports of audits and examinations of the Company and the Bank made by the independent registered public accounting firm, internal auditors, credit examiners, and regulatory agencies and reports the results to the Boards of Directors of the Company and the Bank. The Audit & Risk Committee met eighteen (18) times in 2023 and is comprised of the following voting members: Messrs. Sanguinetti (Chairman), Corum and Green. Each of the Directors serving on the Audit & Risk Committee has been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of Nasdaq’s current listing rules and in the SEC rules relating to audit committees. Mr. Sanguinetti has been determined by the Board of Directors to be a “financial expert” for purposes of applicable regulations.

Personnel Committee

The Personnel Committee of the Company and the Bank: (1) reviews the Company’s overall compensation strategies and practices; (2) reviews the employment contracts of all executive officers; (3) annually establishes executive compensation levels and performance evaluation measures for the Chief Executive Officer and Directors; and (4) reviews the executive compensation levels and performance evaluation measures for the other executive officers of the Company. The Personnel Committee’s charter is available for review on the Company’s website at http://www.fmbonline.com.

The Company’s management: (1) provides information, analysis and recommendations for the Personnel Committee; and (2) manages the ongoing operations of the compensation program.

In fulfilling their duties, the Personnel Committee periodically evaluates information obtained from independent sources regarding financial institutions that we compete against for talent.

The Personnel Committee is comprised of the following voting members: Messrs. Corum (Chairman), Green and Sanguinetti. The Personnel Committee met six (6) times in 2023. Each of the Directors serving on the Personnel Committee has been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of Nasdaq’s current listing rules.

ALCO and Finance Committee (“Asset Liability Committee”)

The Asset Liability Committee of the Bank is responsible for the formulation, revision and administration of the Bank’s policies relating to financial performance, annual budget, budget vs. actual results, interest rate, liquidity and investment risk management. The Asset Liability Committee is a joint committee of management and Directors. The following Directors are voting members: Messrs. Suess, James, Long, Sanguinetti, and Steinwert. The Committee met six (6) times in 2023.

Loan Committee

The Loan Committee of the Bank is responsible for the formulation, revision and administration of the Bank’s policy relating to credit and loan risk management. The Loan Committee meets weekly and is responsible for approving all new and renewed loans between $2 million and $15 million and reviewing all loans over $500,000. The Loan Committee is a joint committee of management and Directors. The full Board approves loans over $15 million and reviews loans between $5 million and $15 million. The following Directors are voting members: Messrs. Corum and Steinwert. The Loan Committee met fifty-two (52) times in 2023.

CRA (Community Reinvestment Act) Committee

The CRA Committee of the Company and the Bank monitors the Bank’s efforts and responsibilities to comply with the Community Reinvestment Act. The CRA Committee makes recommendations to the Board of Directors to assure the Bank is meeting the credit, investment and service needs of the communities it serves. The CRA Committee met twelve (12) times in 2023 and is comprised of the following voting members: Messrs. Suess (Chairman), Green, James, and Long.

Certain Relationships and Related Person Transactions

Certain Directors and Named Executive Officers of the Company and the Bank, and corporations and other organizations associated with them, and members of their immediate families, were customers of and engaged in banking transactions, including loans, with the Bank in the ordinary course of business in 2023. Such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with borrowers not related to the Company or Bank. These loans did not involve more than the normal risk of collectability or have other unfavorable features. All Director and Named Executive Officer loans must be approved by the Board of Directors.

No family relationships exist among any of our Directors or executive officers. There is a family relationship between one of our executive officers and two of our employees. These employees participate in compensation and incentive plans or arrangements on the same basis as other employees with similar positions. The following individuals are related to our Chief Executive Officer as indicated and have been employed by the Bank for a period of years in non-executive officer positions: Mr. Jared Steinwert, Senior Vice President, Regional Wholesale Banking (son) and Ms. Jehna Silva, Vice President, Commercial Relationship Manager (daughter). On February 1, 2024, Ms. Silva transitioned to a new role as Vice President, Shareholders Relations. Neither of these individuals reports to the Chief Executive Officer, nor do they share a household with him. Their individual performance ratings and compensation are evaluated and approved by the independent Directors comprising the Personnel Committee of the Board of Directors of the Bank, and are based on the recommendations of their respective managers in accordance with the Bank’s compensation practices applicable to employees holding similar positions with comparable qualifications and responsibilities. There are three (3) regional wholesale banking managers and 30 commercial relationship managers Bank-wide. In 2023, the total annual compensation for the regional wholesale banking managers ranged from approximately $713,000 to $1,267,000. Total annual compensation for the commercial relationship managers ranged from $115,000 to $465,000. Mr. Jared Steinwert is the lowest paid of the three regional wholesale banking managers, and Ms. Silva ranked fifteenth amongst the commercial relationship managers. Compensation for these individuals is determined in a manner consistent with the Company’s practices that apply to all employees. Some of the compensation is commissions-based, and the methodology by which the compensation is calculated is consistent with that used for other individuals having similar roles. Compensation and other terms of employment are determined on a basis consistent with the Company’s human resources policies.

DIRECTOR COMPENSATION

Directors of the Company, who are not employees of the Company or the Bank (“Outside Directors”), receive compensation for services. Mr. Steinwert, who is an employee of the Company and the Bank, receives no additional compensation for his roleroles as a Director.Director, a committee member, and the Chairman of the Board.

A

An Outside Director of both the Company and Bank who is not an employee of the Company or Bank receives a $3,000$3,200 fee for each monthly Bank Board Meetingmeeting attended, (as a Director of the Company only, Mr. Young receives $1,500 per meeting), and a $800$1,000 fee for each Committee Meetingcommittee meeting attended (Committee(committee Chairmen receive $1,000$1,200 with the exception of the Audit & Risk Committee Chairman who receives $1,200)$1,400). In addition, each Outside Director is eligible to receive an annual cash bonus based on Company performance as determined by the Personnel Committee and participateparticipates in the Equity Component of the Executive Retirement Plan (see “Executive Compensation—Compensation Discussion and Analysis – Qualified and Non-Qualified Retirement Programs”).

Outside Directors of the Company who are not employees of the Company or Bank (thus Mr. Steinwert is excluded) are compensated up to $550 per month to cover a portion of the cost of outside medical insurance. As an employee of the Company, Mr. Steinwert does not receive this monthly benefit. Outside Directors of the Company who are not employees of the Company or Bank do not participate in any retirement or medical plans.plans of the Company or the Bank. The summary compensation earned by each Director of the Company (other than Mr. Steinwert, who is a Named Executive Officer) during 20202023 is disclosedset forth in the following “Director“Directors Compensation Table”.

2020 DIRECTOR COMPENSATION TABLE

Name		(1) Fees Earned or Paid in Cash ($)				(2) Stock Awards ($)				(2) Option Awards ($)				(5) Non-Equity Incentive Plan Compensation ($)				(3) Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)				(4) All Other Compensation ($)				Total ($)
Kent A. Steinwert		$	0			$	0			$	0			$	0			$	0			$	0			$	0
Stephenson K. Green		$	64,600			$	0			$	0			$	112,000			$	0			$	76,600			$	253,200
Edward Corum, Jr. (6)		$	108,000			$	0			$	0			$	112,000			$	0			$	76,600			$	296,600
Terrance A. Young (6)		$	32,300			$	0			$	0			$	88,000			$	0			$	56,300			$	176,600
Kevin Sanguinetti		$	64,200			$	0			$	0			$	112,000			$	0			$	76,600			$	252,800
Calvin (Kelly) Suess		$	58,200			$	0			$	0			$	112,000			$	0			$	76,600			$	246,800
Gary J. Long		$	55,000			$	0			$	0			$	112,000			$	0			$	76,600			$	243,600

2023 Directors Compensation Table

Name		Fees Earned or Paid in Cash				Change in Pension Value & Non-qualified Deferred Compensation Earnings(1)				All Other Compensation(2)				Total
Edward Corum, Jr. (3)		$	115,800			$	146,000			$	91,600			$	353,400
Stephenson K. Green		$	67,600			$	146,000			$	91,600			$	305,200
Craig W. James		$	55,000			$	146,000			$	91,600			$	292,600
Gary J. Long		$	57,600			$	146,000			$	91,600			$	295,200
Kevin Sanguinetti		$	66,000			$	146,000			$	91,600			$	303,600
Kent A. Steinwert (4)		$	0			$	0			$	0			$	0
Calvin (Kelly) Suess		$	56,600			$	146,000			$	91,600			$	294,200

(1)

Mr. Kent Steinwert was an employee ofThe amounts in this column represent contributions to the CompanyExecutive Retirement Plan - Equity Component. See Plan description in 2020“Executive Compensation—Compensation Discussion and received no additional compensationAnalysis - Qualified and Non-Qualified Retirement Programs” for his services as a Director or Chairman of the Board. Mr. Kent Steinwert is a Named Executive Officer and his compensation is listed in the Summary Compensation Table.further details.

(2)

The Company has no stock based award programs.

(3)	The Company has no Defined Benefit Pension Program. All earnings on Nonqualified Deferred Compensation Plan balances are assumed to be at market rates (see Footnote 4 in the Non-Qualified Deferred Compensation Table).

(4)	All non-employeeOutside Directors received a $70,000an $85,000 bonus in 2020 with the exception of Mr. Young who received $53,000. Non-employee2023. Outside Directors are compensated up to $550 per month towards the cost of outside medical insurance.

(5)

(3)

Contributions to the Executive Retirement Plan - Equity Component. See Plan description in Executive Compensation Discussion and Analysis - Qualified and Non-Qualified Retirement Programs for further details.

(6)	Mr. Corum is a member of the Loan Committee which meets weekly, resulting in his Fees Earnedfees exceeding those of the other Outside Directors whose Committeecommittee responsibilities are monthly in frequency.

(4)

Mr. Young is a DirectorKent Steinwert was an employee of the Company only (notin 2023 and received no additional compensation for his services as a Board member, a committee member, or the Bank) soChairman of the Board. Mr. Steinwert is a Named Executive Officer and his monthly fees are less than other Directors.compensation is listed in the “Summary Compensation Table”.

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Executive

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Officers Who Are Not Directors

The following table sets forth information with respect to the executive officers, who are not Directors or nominees for Director of the Company for 2023. All executive officers serve at the discretion of the Board.

Name	Age	Position	Employed Since
Kyle Koelbel	45	EVP, Enterprise Risk Officer	2022
Ryan J. Misasi	47	EVP, Retail Banking Division Manager	2014
Bart R. Olson	56	EVP, Chief Financial Officer	2023
Deborah E. Skinner	61	EVP, Chief Administrative Officer	2000
John W. Weubbe	62	EVP, Chief Credit Officer	2017
David M. Zitterow	52	EVP, Director of Wholeslae Banking Division	2017

Roles and Responsibilities

The Board of Directors, operating both on its own and through its Personnel Committee: (1) reviews the Company’s overall compensation strategies and practices; (2) reviews the employment contracts of all Named Executive Officers (the CEO, CFOexecutive officers; and the 5 other most highly compensated executive officers); (3) annually establishes compensation levels and performance evaluation measures for the Chief Executive OfficerCEO (the CEO does not participate in these discussions) and the other Namedexecutive officers. As used in this Proxy Statement, the term “Named Executive Officers.Officer” means each officer listed in the 2023 Summary Compensation Table in this Proxy Statement, which includes the Company’s chief executive officer, chief financial officer, and the three most highly compensated executive officers other than the chief executive officer and the chief financial officer during the 2023 fiscal year.

The role of the Company’s management is to: (1) provide information, analysis and recommendations for the Personnel Committee’s consideration; and (2) manage the ongoing operations of the compensation program.

In fulfilling theirits duties, the Personnel Committee: (1) has the authority to retain and fund compensation consultants, independent legal counsel and other compensation advisors; (2) considers those factors that impact the independence of such advisors prior to their selection; and (3) periodically evaluates information obtained from independent sources regarding financial institutions that we compete against for talent. No outside compensation consultants or othersimilar advisors were used in 2020.2023.

Executive Compensation Strategy and Programs

The objective of the Company’s compensation strategy is to attract and retain talented individuals who can implement the Company’s strategic plan and maximize long-term stockholdershareholder value.

In order to achieve these objectives, the Board has structured a compensation program that includes three major components: (1) annual base salary; (2) annual performance-based bonus; and (3) qualified and non-qualified retirement plans.

Say On Pay Vote

In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010:2010 (the “Dodd-Frank Act”):

1.

In the 2017 proxy statement, the Company asked stockholdersshareholders to provide advisory (non-binding) input with regard to the frequency of future stockholdershareholder advisory votes on the Company’s executive compensation programs. The results of this election were that 71.4% of stockholdersthe shares voting approved three years as the frequency of future stockholdershareholder advisory votes. The Dodd-Frank Act requires that this vote be taken at least once every six years.

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2.

In the 2020 proxy statement, the Company asked stockholdersshareholders to provide advisory (non-binding) approval of executive compensation as described in the “Executive“Director and Executive Officer—Executive Compensation Discussion and Analysis” section of the 2020 proxy statement. The results of the election were that 86.6% of stockholdersthe shares voting approved the Company’s current executive compensation. Based on this 2020 stockholdershareholder advisory vote, the Board of Directors determined that no material changes were required to current compensation strategies and programs.

3.

In the 2023 proxy statement, the Company asked shareholders to provide advisory (non-binding) approval of executive compensation as described in the “Director and Executive Officer—Executive Compensation Discussion and Analysis” section of the 2023 proxy statement. The results of the election were that 92.95% of the shares voting approved the Company’s current executive compensation. Based on this 2023 shareholder advisory vote, the Board of Directors determined that no material changes were required to current compensation strategies and programs. An additional vote was conducted on the frequency of future advisory votes on the approval of executive compensation. The results of this election were that 84.21% of the shares voting approved three years as the frequency of future shareholder advisory votes on the executive compensation.

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Performance Evaluation Measures

In evaluating the performance of each Named Executive Officer, the Personnel Committee considers a combination of objective and subjective factors, including the following:

1.

theThe Company’s annual financial performance (relative to both the current year’s budget and the overall performance of a select group of peer community banks as well as the community bank industry as a whole) as measured by Net Income, Return on Assets;Assets, Return on Equity;Equity, and Efficiency Ratios; and Net Income performance; Ratio;

2.

progressProgress towards achieving the Company’s strategic plan;

3.

resultsResults of the Company’s and Bank’s regulatory examinations; and

4.

currentCurrent economic and industry conditions.

These performance measurement factors are evaluated at least annually. Both the annual budget and strategic plan are approved in advance by the Board of Directors and reevaluated during the year. The BoardPersonnel Committee periodically evaluates information obtained from independent sources regarding financial institutions that we compete against for talent (which increasingly include regional and national banks and other financial services companies), and makes recommendations regarding changes to compensation programs.

Financial Highlights

In 2023, the Company accomplished the following:

●    Record net income of $88.3 million, or $116.61 per share, up $13.2 million, or $20.06 per share, from the prior year; resulting in increases of 17.61% and 20.78%, respectively. 

●    Increased revenues by $64.1 million or 31.3% to $268.7 million, from $204.6 million in the prior year. 

●    Improved net interest margin to 4.30% in 2023 from 3.81% in 2022. 

●    The efficiency ratio at December 31, 2023 was 45.3% compared to 46.8% at December 31, 2022. 

●    Achieved a return on average assets of 1.68% in 2023, an increase from 1.41% in 2022. 

●    Achieved a return on average equity of 17.05% in 2023, an increase from 16.04% in 2022. 

●    Total assets at year-end were steady at $5.3 billion.

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●    Maintained a strong liquidity position with $410.6 million in cash, $1.0 billion in investment securities of which $182.5 million were available-for-sale and a borrowing capacity of $2.3 billion with no outstanding borrowings as of December 31, 2023. 

●    Continued to grow our strong capital position with a total risk-based capital ratio of 13.84%, common equity tier 1 ratio of 12.36%, tier 1 leverage ratio of 10.43% and a tangible common equity ratio of 10.13%; all increases from the prior year. 

●    Credit quality remained strong with net recoveries for the year of $0.3 million; no nonperforming loans or leases at year-end; and a total allowance for credit losses of 2.15%.

Peer Group

The Personnel Committee routinely compares our performance against selected peer companies. It utilizes this information as a reference for setting pay and making decisions. In its determination, the Committee considers a variety of factors and characteristics including among other things, asset size, geography, market capitalization, credit quality, capital, performance on financial and market-based measures, and the extent they compete with our business.

The peer group currently consists of the following:

●    Bank of Marin	●    Bank of Stockton
●    Bank of the Sierra	●    Central Valley Community Bank
●    Citizens Business Bank	●    El Dorado Savings Bank
●    Exchange Bank	●    First Northern Bank of Dixon
●    Five Star Bank	●    Fremont Bank
●    Heritage Bank of Commerce	●    Mechanics Bank
●    Poppy Bank	●    River City Bank
●    Tri Counties Bank	●    Westamerica Bank

The Committee does not solely rely on comparative data from the peer group. Such comparative data provides helpful market information about our peer companies as a reference, but the Committee does not target any specific positioning or percentile, nor does it use a formulaic approach, in determining executive pay levels. The Committee may refer to other banks or financial companies outside of the peer group for additional benchmarking information. It also utilizes other resources, including published compensation surveys and other available proxy and compensation data. All such comparative peer data and supplemental resources are considered, along with the Company’s pay for performance and internal parity objectives within the leadership team. All applicable information is reviewed and considered in aggregate, and the Committee does not place any particular weighting on any one factor.

Impact of Compensation Practices on the Company’s Risk Profile

The CompanyBank is a “traditional” community bank that generates the majority of its income from the net interest margin generated between taking customer deposits and making customer loans. Furthermore, credit risk is centrally controlled as reflected by:by the following: (1) no branch employee has the authority to approve, board or advance funds on a loan; all loan actions must be approved by Credit Administration personnel, and the compensation of Credit Administration personnel is tied to loan quality, not loan volume or production; and (2) the Loan Committee, which includes one outsideOutside Director, must approve all new and renewed loans between $2 million and $15 million and reviews all loans over $2$500,000. The full Board approves all loans greater than $15 million and reviews all loans between $5 million and $15 million.

We do not have non-traditional fee-based or proprietary trading financial business units that could materially increase this risk profile. Nor do we have any business units where employees with loan approval authority generate any substantial amount of their total compensation based upon generating large volumes of activity or taking significant risks.

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In order to ensure that the Company’s compensation strategies and programs do not result in inappropriate risk takingrisk-taking on the part of executive management, the Board has determined that:

1.

Annual Performance BasedPerformance-Based Bonuses must include consideration of the results of the Company’s and Bank’s regulatory examinations by the FRB, FDICFederal Reserve Board, the Federal Deposit Insurance Corporation and the California Department of Financial Protection &and Innovation, all of which involve a review of the Company’s and the Bank’s risk management practices and resulting risk profile.

2.

All parts of the Company’s non-qualified retirement programsExecutive Retirement Plan are structured such that the benefits cannot be withdrawn by the participant, or paid out by the Company, until the participant retires.retires, resigns, is terminated without cause or, in limited circumstances, reaches early retirement age. For designated contributions made on or after December 1, 2021, upon attainment of age 59½ the participant can elect “In-Service Distributions”. This results in a significant portion of each executive’s compensation remaining at risk during their employment, so as to encourage adopting a long-term perspective and conservative risk management practices. This isAll balances are held in contrasta trust but remain subject to most stock option plans where once the options vest they can be exercised andclaims of the stock sold, allowing participants to realize cash compensation based upon shorter-term financial results. Company’s creditors in the event of the Company’s insolvency.

As a result, the Board has determined that the Company’s compensation practices are not likely to have a material adverse impact on the Company’s risk profile.

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Annual Compensation Program

Base Salary and Annual Performance-Based Bonus

Each Named Executive Officer receives a monthly base salary and is eligible for an annual performance-based bonus. Given that at the present time the Company does not offer stock options or restricted stock compensation, in order to be competitive, total levels of Annual Compensationannual compensation for each Named Executive Officer are targeted (assuming performance objectives are met) at the top range of financial institutions that we compete against for talent.

Salaries are determined largely based upon comparative industry data for: (1) positions of similar responsibility in California institutions that we compete against for talent; and (2) individuals with similar experience and expertise. Merit salary adjustments are evaluated periodically based on Company and individual performance. Goals and objectives are established annually for each officer with performance evaluated at least annually.

Annual bonus compensation is paid according to the Company’s Executive Management Incentive Compensation Plan. Bonus compensation is awarded based primarily on actual results against budgeted goals for the particular year including performance ratios and net income. Broad award guidelines are established annually for each level of management (these guidelines arethe CEO, currently 0-200% of base salary, forand the CEO andother Named Executive Officers, currently 0-125% of base salary for Executive Vice Presidents).salary. The Board reserves some discretion with regard to these guidelines when: (1) the Company’s profit performance exceeds budget; (2) the Company’s profit performance exceeds other peer banking institutions in California; and/or (3) an individual’s performance in a given year was beyond expectation. The Board did not exercise its discretion to exceed award guidelines in 2023.

It is important to understand that the Company’s annual compensation program is not formula driven and relies substantially on subjective analysis. The Named Executive Management isOfficers are assigned specific performance goals and objectives on a yearly basis but these individual goals and objectives are not tied to specific targeted compensation levels. Performance evaluation measures are not prioritized or otherwise assigned a specific weighting. Indeed, some of the measures, such as results of regulatory examinations and local economic conditions, do not lend themselves to a weighted or formula approach.

Although the Board has established broad bonus payout guidelines, the Board has purposely avoided establishing either: (1) hard targets for any performance factors; or (2) a weighting or formula as to how much each performance factor will contribute to the ultimate annual bonus for each named executive officer.Named Executive Officer. This philosophy has evolved based upon the Board’s belief that all banks operate in volatile financial markets amidst external conditions that Senior Managementover which the Named Executive Officer has little or no control over. control.

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Accordingly, before making annual bonus or other compensation decisions, it is important for the Board to evaluate and weightweigh all key performance factors in the context of the current financial services environment and how Senior Management’sthe Named Executive Officer’s current year’s performance against those factors has influenced the Company’s progress toward achieving both short- and long-term financial goals.

Since the Company has consistently been one of the highest performing bank holding companies in California over the past 10 years, a reflection of what the Board considers well balancedwell-balanced compensation practices that caused Senior Managementthe Named Executive Officers to carefully consider the risks itthey assumed in the context of long termlong-term financial performance, the Board believes that its approach to “pay-for-performance” has achieved, and will continue to achieve, the desired results.

Each Named Executive Officer’s salary and annual bonus amounts for the last three years are disclosed in the “Summary Compensation Table.” All base salaries and annual bonuses are paid in cash and fully expensed in the current year.

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Qualified and Non-Qualified Retirement Programs

In developing the various parts of a long-term compensation program, the Board has determined that at the present time it will not seek stockholder approval to offer stock options or restricted stock awards as part of the compensation package. This decision has been made because the Board believes that it is important that all compensation should be: (1) fully transparent; (2) expensed in the year incurred; and (3) not have the potential for future dilution of stockholder value. However, recognizing that stock based incentives are a major compensation component of many of the Company’s competitors, the Board has developed what it believes is an effective and competitive retirement program.

The objectives of the Company’s retirement program are to: (1) successfully attract and retain talented individuals; and (2) align long-term compensation directly with stockholdershareholder interests by rewarding prudent risk takingrisk-taking and creation of long-term stockholdershareholder value through generation of high quality and sustainable financial performance.

The Company’s retirement program has been structured to provide benefits as follows:

1.

Profit Sharing Plan, … which provides qualified retirement benefits.

2.

Executive Retirement Plan, … which provides supplemental non-qualified retirement benefits and hasmay consist of the following components:

a.

a.

Salary Component, …  which makes Plan contributionsprovides benefits based upon each participant’s salary level;

b.

b.

Performance Component, … which makes Plan contributionsprovides benefits based upon the Company’s long-term growth in net income and increase in market capitalization; and

c.

c.

Equity Component, … which makesprovides discretionary cash contributionsbenefits amounts based upon Board approval, and contributions are invested primarily in the stock of the Company; and Company.

3.

Bank-OwnedSplit-Dollar Bank Owned Life Insurance Program, … which provides for a division of life insurance death proceeds between the Company and each participant’s designated beneficiary.

All of the Company’s qualified and non-qualified retirement plans are structured as defined contribution plans to avoid the uncertain future financial liabilities that can exist under defined benefit plans. The entire cost of these plans is expensed annually.

Qualified Profit Sharing Plan

Substantially all full-time employees of the Company, including each Named Executive Officer, participate in the Company’s qualified Profit Sharing Plan. Two levels of contributions are made to the Profit Sharing Plan: (1) contributions equal to 5% of eligible salaries (subject to Internal Revenue Service limits) calculated according to criteria set forth in the Plan;plan; and (2) additional discretionary contributions authorized by the Board of Directors. None of these contributions are dependent upon the employee contributing to the Planplan (i.e., the Planplan does not requiremake “matching”) contributions). Benefits pursuant to the Profit Sharing Plan vest 0% during the first year of participation and 25% per full year thereafter, andsuch that after five years such benefits are fully vested. Benefits under the Profit Sharing Plan are disclosed in the participant’s Company Contributions to Qualified Retirement and 401(k) Plans in the “All“2023 All Other Compensation Table.”Table”.

Upon a Change in Control of the Company, each participant receives only those balancesthe balance in their account, including any net earnings or losses thereon.

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Non-Qualified Executive Retirement Plan

This

The Executive Retirement Plan is a non-qualified plan where contributions cannot be withdrawn untildeveloped to supplement the participant retires fromProfit Sharing Plan, which as a qualified retirement plan, is subject to annual benefits limitations set by the Company, and allInternal Revenue Service. All contributions are subject to the claims of the Company’sCompany's creditors in the event of the Company’s insolvency. This results in a significant portion of each executive’s compensation remaining at risk during their employment, so aswhich encourages each executive to encourage adoptingadopt a long-term perspective and conservative risk management practices. The Executive Retirement Plan is intended to be compliant with the provisions of Section 409A of the Internal Revenue Code. All balances are held in a Master Trust. General investment parameters are established by the Company, including allowable investment instruments and approved investment manager(s). Participants can then work with the investment managers(s) to request investment of their vested balances according to their own risk profile, with no guarantees of principal provided by the Company.  Although contributions to thetrust.

The Equity Component of this Plan have always beenis invested primarily in the stock of the Company, in 2014 the Company began investing someCompany. Some level of the balances in other Plan components is also invested in the stock of the Company (see Note 1610 to Item 8. - Financial Statements and Supplementary Data - in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange CommissionSEC for the year ended December 31, 2020)2023). The Board believes that this increased ownership further encourages key executives to operate consistent with long-term stockholdershareholder objectives.

Salary Component …

The Company has established a grantor trust relating to compensate forits non-qualified plan to assist the contribution ceilings placedCompany in ensuring that it has cash on all qualified retirement plans (which includeshand to meet its contractual obligations under the plan. The Company makes contributions to the trust and directs the trustee to invest the contributions consistent with the plan benefit formulas. The investments are generally in the common stock of the Company, cash equivalents and other liquid investments.

While plan participants are deemed to have their account balances invested in the common stock of the Company and other investments held by the trustee, participants have no legal interest in the trust assets, and such assets are subject to the claims of the Company’s Profit Sharing Plan) bycreditors in the Internal Revenue Service,event of the Board developedCompany’s insolvency. The plan participant’s only right is their contractual right to receive the benefit provided in the plan in accordance with its terms. The Company has no obligation under the Plan to maintain the trust.

Salary Component

The Salary Component was developed to provide levels of total retirement compensation that are competitive in the banking industry. Each Named Executive Officer is eligible to participate in the Plan.

An account is established for each participant that is credited annually with a defined contribution determined based upon the individual’s compensation at the time theyhe or she became a participant and the number of years of service remaining to age 65. Balances are held in trust, and earnings and losses equivalent to the investment earnings of the designated amounts in the trust are credited and debited to each participant’s account. Currently only one Named Executive Officer is receiving annual contributions under this program.

The balance in each participant’s account is 0% vestedentirely unvested during the first five years of employment and becomes fully vested after five years of employment. Benefits are disclosed in the participant’s Company Contributions to Non-Qualified Retirement Plans in the “2023 All Other Compensation Table” as well as Registrant Contributions in Last Fiscal Year in the “2023 Non-Qualified Deferred Compensation Table”.

Benefits under the Salary Component become payable to participants after either: (1) the participant has become vested and his or her employment at the Bank terminates (including due to retirement or disability); or (2) there has been a “Change of Control” of the Company as defined in the plan component.

Distribution of the balances which are deemed invested in shares of the Company are made through the distribution of cash, except in the event of a Change of Control in which the Bank will determine whether the distribution will be made in cash or shares to the participant, to the extent permitted under applicable law and subject to such restrictive legends as may be required under securities laws (subject to payroll tax withholding, which may be satisfied with cash proceeds from the sale of shares in the trust).

In connection with a Change of Control, each participant is entitled to receive a gross-up payment in an amount equal to (i) the total excise tax, interest, and penalties imposed on the participant pursuant to Section 4999 of the Internal Revenue Code, plus (ii) an amount equal to the total presumed federal and state taxes that could be imposed on the participant as a result of the gross-up payments described in clauses (i) and (ii).

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Performance Component

The Performance Component was developed to compensate for the lack of a stock option or other equity-based incentive award program and to reward participants based upon the Company’s long-term growth in net income and market capitalization. Each Named Executive Officer is eligible to participate in this plan component. Participants receive contributions based on the Company’s long-term cumulative profitability and the resulting increase in market capitalization in excess of the increase in book value. Participants do not receive compensation for increases in market capitalization above a P/E ratio of 20 times earnings per share or EPS.

Contributions are calculated using a bonus factor or “carry” determined by the Personnel Committee for each participant (currently 2.90% for the CEO with a range of 0.25% to 0.50% for each Named Executive Officer). The total “carry” for all current program participants is 4.60%.

Balances are held in a trust, and earnings and losses are credited and debited to each participant’s account at a rate equivalent to the earnings rate of the designated amounts in the trust.

Benefits under the Performance Component vest 50% after the first year of participation, and 50% after the second year of participation. Each award of a bonus factor is treated as a separate participation right and is subject to a separate vesting schedule. Benefits are disclosed in the participant’s Company Contributions to Non-Qualified Retirement Plans in the “All Other Compensation Table” as well as Registrant Contributions in Last Fiscal Year in the “Non-Qualified Deferred Compensation Table.”Table”.

Benefits under the Salary Component become payable to participants after either: (1) the participant has become vested and his or her employment at the Company terminates (including retirement); or (2) there has been a “Change in Control” as defined in the Plan.

Upon a Change in Control, each participant receives: (1) those amounts already contributed for past years of service including any net earnings or losses thereon; and (2) the present value (using a discount factor equal to the treasury rate for the remaining years to participant’s age 65) of forecasted contributions over the remaining years to participant’s age 65, which as of December 31, 2020 would be as follows: Ms. Skinner $1.55 million; and Mr. Smith $599 thousand.  Payments are made in accordance with prior participant elections made in compliance with IRC Section 409A.

Performance Component … to compensate for the lack of a stock option program, the Board developed the Performance Component to reward participants based upon the Company’s long-term growth in net income and market capitalization. Each Named Executive Officer is eligible to participate in the Plan.  Participants receive benefits based on the Company’s long-term cumulative profitability and the resulting impact on the increase in market capitalization in excess of the increase in book value. Participants do not receive compensation for increases in market capitalization above a P/E ratio of 20 times EPS.

Contributions are calculated using a bonus factor or “carry” determined by the Personnel Committee for each participant (currently 2.90% for the President and C.E.O. and up to 1.00% for each Executive Vice President). The total “carry” for all current program participants is 5.95%.

11

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Benefits under to the Performance Component vest 50% during the first year of participation, and 50% during the second year of participation. Benefits are disclosed in the participant’s Company Contributions to Non-Qualified Retirement Plans in the “All Other Compensation Table” as well as Registrant Contributions in Last Fiscal Year in the “Non-Qualified Deferred Compensation Table.”

Benefits under the Performance Component become payable to participants after either: (1) upon termination of the participant has become vestedparticipant’s employment without cause (including retirement and his or her employment atresignation); (2) upon a “Change of Control” of the Company terminates (including retirement); or (2) there has been a “Change in Control” as defined in the Plan.this plan component; (3) death, (4) “Disability” as defined in this plan component or (5) for designated contributions made on or after December 1, 2021, upon attainment of age 59½, if so elected.

Upon

In connection with a Change inof Control, each participant receives: (1) those amounts already contributed for past yearsis entitled to receive a gross-up payment in an amount equal to (i) the total excise tax, interest, and penalties imposed on the participant pursuant to Section 4999 of service including net earnings or losses thereon; and (2)the Internal Revenue Code, plus (ii) an amount equal to the difference (if any) betweentotal presumed federal and state taxes that could be imposed on the purchase priceparticipant as a result of the gross-up payments described in clauses (i) and twenty times EPS which as of December 31, 2020 would be zero for all Named Executive Officers. Payments are made in accordance with prior participant elections made in compliance with IRC Section 409A.(ii).

Equity Component …

The Equity Component was developed to encourage key executives to adopt a long-term perspective and conservative risk management practices consistent with stockholder objectives, the Board developed the Equity Component where cash contributions to the plan are invested primarily in Company stock.shareholder objectives.

Each Named Executive Officerexecutive officer is eligible to participate in the Plan,this plan component, along with members of the Board of Directors. PlanThe amount of the cash contributions are discretionary, subject to Board of Directors approval. Plan balancesthis plan component is determined and approved by the Personnel Committee. Balances are held in a Master Trust with the trustee responsible for investing these balances in a mix of Company stocktrust, and liquid assets.corresponding earnings and losses are credited and debited to each participant’s account.

Benefits under the Equity Component immediately vest when awarded. Benefits are disclosed in the participant’s Company Contributions to Non-Qualified Retirement Plans in the “All Other Compensation Table” as well as Registrant Contributions in Last Fiscal Year in the “Non-Qualified Deferred Compensation Table.”Table”.

Benefits under the Equity Component become payable to participants after either: (1) upon termination of the participant’s employment at the Company terminateswithout cause (including retirement)retirement or resignation); or (2) there has beenupon a “Change inof Control” as defined in this plan component; (3) death, (4) “Disability” as defined in this plan component or (5) for designated contributions made on or after December 1, 2021, upon attainment of age 59½, if so elected.

Distribution of the Plan.

Uponbalances that are deemed invested in shares of the Company are made through the distribution of shares to the participant, to the extent permitted under applicable law, except in the event of a Change of Control or an acceleration to satisfy payroll taxes, in Control, each participant receives only those balanceswhich cases distributions are made in their account, including any net earnings or losses thereon.cash.

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This plan component is not a “stock option or other stock-based compensation program”, rather it is a deferred compensation program where(whereby cash contributions made by the Company are invested by the independent trustee of the Master Trusttrust primarily in Company stock.stock). Participants have no voting rights in the shares until post-retirement distributions area distribution of the shares is made.

In connection with a Change of Control, each participant is entitled to receive a gross-up payment in an amount equal to (i) the total excise tax, interest, and penalties imposed on the participant pursuant to Section 4999 of the Internal Revenue Code, plus (ii) an amount equal to the total presumed federal and state taxes that could be imposed on the participant as a result of the gross-up payments described in clauses (i) and (ii).

Bank-Owned Life Insurance Program

The Company has a Bank-Owned Life Insurance (“BOLI”) program under which it has purchased single premium life insurance policies on the lives of the Named Executive Officers as well as certain other senior officers of the Company. The Company is both the owner of, and beneficiary under, the policies. These policies provide: (1) financial protection to the Company in the event of the death of an officer and;officer; and (2) significant income to the Company to offset the expense associated with the Company’s employee benefits since the interest earned on the cash surrender value of the policies iswith a favorable tax free as long as the policies are used to finance employee benefits.treatment.

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As compensation to each participant for agreeing to allow the Company to purchase an insurance policy on his or her life, split dollarsplit-dollar agreements have been entered into with each participant. These agreements provide for a division of the life insurance death proceeds between the Company and each participant’s designated beneficiary or beneficiaries. Participants have an interest only in the death benefits of the policies, not in any cash surrender value that exists prior to death. ParticipantsFor plans initiated prior to 2023 the participants fully vest in their split dollarsplit-dollar agreements after eight years of service or upon a Change in Control. If the participant leaves the employ of the Company after vesting occurs (other than as part of a Change in Control) they, he or she cannot become employed by another financial institution and retain their vesting. The dollar value of premiums relating to that portion of the death proceeds that would be payable to the participant’s beneficiary or beneficiaries in the event of his or her death, as well as the tax gross-up payments related thereto, are disclosed in the participant’s Tax Reimbursements in the “All“2023 All Other Compensation Table.”Table” below in this Proxy Statement.

In 2023, as compensation to each participant for agreeing to allow the Company to purchase an insurance policy on his or her life, a Survivor Income Plan was entered into with certain executive officers and other senior officers of the Company. This offers a death benefit paid to the beneficiary of the participant if the employee passes away while an employee of the bank. If the employee passes away after terminating their employment, the bank receives the BOLI death benefit but no Survivor Income Plan benefit is paid to the employee’s beneficiary.

Change of Control and Post-Termination Compensation

The Company’s approach to post-termination compensation depends upon the circumstances surrounding the Named Executive Officer’s termination and has been designed by the Board to be competitive with industry-wide practices in order to attract and retain key executives.

1.

If the Named Executive Officer takes retirement, or theirhis or her employment is terminated due to death or disability, no supplemental payments are made.made, with the exception of certain Named Executive Officers who receive a severance package if they become permanently disabled. They are entitled to all vested balances in qualified and non-qualified plans (see “Deferred“- Qualified and Non-Qualified Retirement Programs” and “2023 Non-Qualified Deferred Compensation Table”), and, in the case of death, their designated beneficiaries would be entitled to their split dollarsplit-dollar life insurance death benefits. benefits (see “- Bank-Owned Life Insurance Program” above).

2.

If the Named Executive Officer is terminated for cause, all benefits in the Company’s non-qualified Executive Retirement Plan, whether vested or not, are forfeited in their entirety. No other payments are made, but the Named Executive Officer is entitled to all vested balances in the Company’s qualified Profit Sharing Plan.

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3.

If the Named Executive Officer is terminated without cause or for good reason, the terms of eachthe following individual’s employment contract callcalls for the Company to provide lump sum payments of upa range of 12.0 times monthly base compensation to a maximum of two years’2.0 times the individual’s highest “Total” annual compensation as reported in the “Summary Compensation Table”. Each employment contract has been filed as an exhibit to the Company’s reports with the SEC. In addition, they areupon termination without cause or for good reason, each Named Executive Officer is entitled to all vested balances in qualified and non-qualified plans (see “Deferred“- Qualified and Non-Qualified Retirement Programs” and “2023 Non-Qualified Deferred Compensation Table”).

4.

In the case of a Change inof Control, the Company has “single trigger” clauses in each Named Executive Officer’s employment contract.contract, as filed as an exhibit to the Company’s reports with the SEC. This means that termination payments are made regardless of whether theeach Named Executive Officer remainsmay be eligible to receive payments pursuant to their employment contracts, in the employ of the buyer. In addition to all vested balances in qualified andthe Company’s non-qualified plans (see “Deferred“- Qualified and Non-Qualified Retirement Programs” and “2023 Non-Qualified Deferred Compensation Table”),. Upon a Change of Control and conditioned upon execution of a non-competition and non-solicitation agreement and a general release of claims in the Company’s favor, each Named Executive Officer is eligible to receive lump sum payments of:a lump-sum payment equal to: (1) up to a maximum of two years’2.0 times the individual’s highest “Total” compensation as reported in the “Summary Compensation Table” (as more fully described in 3. above); plus (2) a transaction bonus (which range up to $250,000 per Named Executive Officer); (3) three years’ of COBRA medical premiums (which range up to $115,000$170,000 per Named Executive Officer); (4)plus (3) accelerated benefits under the Executive Retirement Plan – Salary Component as(as more fully described under “Non-Qualified Executive Retirement Plan”in 5. below); and (5)plus (4) tax gross-up payments to cover excise taxes under IRCInternal Revenue Code Section 280G280G; plus (5) for certain Named Executive Officer’s, their Company car.

5.

Upon a Change in Control, under the Executive Retirement Plan’s Salary Component (see “– Non-Qualified Executive Retirement Plan – Salary Component”), each participant receives: (1) those amounts already contributed for past years of service including any net earnings or losses thereon; and (2) the present value (using a discount factor equal to the Treasury rate for the remaining years to participant’s age 65) of forecasted contributions over the remaining years to participant’s age 65 (which, as of December 31, 2023, are estimated to be zero for each of the Named Executive Officers, except Ms. Skinner who would receive $0.88 million). Upon a Change in Control, under the Executive Retirement Plan’s Performance Component (see “– Non-Qualified Executive Retirement Plan – Performance Component”), each participant receives: (1) those amounts already contributed for past years of service including net earnings or losses thereon; and (2) an amount equal to the difference (if any) between the purchase price and 20 times EPS which, as of December 31, 20202023, would be zero for all Named Executive Officers. Payments are estimated as follows: Mr. Steinwert $0; Mr. Haley $0; Ms. Skinner $0; Mr. Smith $0; Mr. Colombini $0; Mr. Misasi $0; and Mr. Zitterow $0.made in accordance with prior participant elections made in compliance with Internal Revenue Code Section 409A.

Employment Contracts, Perquisites, and Other Personal Benefits

The Company has employment agreements with each of its Named Executive Officers. These agreements are generally structured for an initial three yeartwo-year period and then renew automatically for successive two yeartwo-year terms unless terminated by either party. The agreements provide for (i) a base salary (see “Summary Compensation Table”), (ii) salary increases at the discretion of the Board of Directors based upon performance, (iii) participation in the Company’s annual performance-based bonus program, (iv) participation in certain non-qualified deferred compensation and retirement plans, (v) use of a Company-owned automobile or automobile allowance, and (vi) certain insurance benefits. Under certain circumstances, in the event of termination of employment, each Named Executive Officer may be entitled to receive severance compensation (see “Post Termination“Post-Termination Compensation”).

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Compensation Committee Report

Report of the Personnel Committee of the Board of Directors on Executive Compensation

The Personnel Committee has reviewed the Compensation Discussion & Analysis included herein with management and based upon those reviews and discussions has recommended to the Board of Directors that the Compensation Discussion & Analysis be included in the Company’s annual report on Form 10-K and this proxy statement.

Respectfully Submitted,

/s/
Edward Corum Jr.	/s/ Stephenson K. Green	/s/ Kevin Sanguinetti
Edward Corum Jr., Chairman	Stephenson K. Green	Kevin Sanguinetti

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Compensation Committee Interlocks and Insider Participation

Messrs. Sanguinetti, Corum and Green served in 20202023 as members of the Personnel Committee. Each of the Directors serving on the Personnel Committee has been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of the Nasdaq’s current listing rules. During 2020,2023, certain members of the Personnel Committee had loans or other extensions of credit outstanding from the Bank. These loans were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with borrowers not related to the Company or Bank. These loans are exempt from the loan prohibitions of the Sarbanes-Oxley Act of 2002 and did not involve more than the normal risk of collectioncollectability or have other unfavorable features.

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Executive Officer Compensation

The following tables provide details regarding the various forms of remuneration paid by the Company for the services performed in all capacities by each Named Executive Officer.

Since the Company does not offer: (1) stock options or other stock-based compensation; or (2) defined benefit plans, the following tables are not included herein: Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Option Exercises and Stock Vesting and Pension Benefits.

Pay Ratio Disclosure

Pursuant to Item 402 of Regulation S-K, the Company is required to disclose: (1) the median of the annual “total compensation” (defined as Wages, Tips and Other Compensation as reported in Box 1 of a W-2 form plus any fringe benefits not subject to federal income tax) of all employees (defined as those employees on the payroll as of December 31^st31st of the year) except the Principal Executive Officer (Mr. Steinwert), which during 20202023 was $72,161;$80,568; and (ii) the ratio of the Principal Executive Officer’s total compensation (as reported onin the “2023 Summary Compensation Table of this proxy statement)Table”) to the median annual total compensation of all employees except the Principal Executive Officer, which during 20202023 was 64.176.1 to 1.

To determine the median of the annual total compensation of all employees of the Company (other than our Principal Executive Officer), we identified our total employee population as of December 31, 2020,2023, which consisted of 383388 individuals. As permitted by the disclosure rules, we annualized the compensation for any employees thatwho were not employed by us for all of 2020.2023. To identify the “median employee” we conducted a full analysis of this employee population, without the use of statistical sampling. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officersNamed Executive Officers as set forth in the 2020“2023 Summary Compensation TableTable”.

Named Executive Officer Compensation

The following tables provide details regarding the various forms of this proxy statement.remuneration paid by the Company for the services performed in all capacities by each Named Executive Officer.

Since the Company does not offer: (1) stock options or other stock-based compensation, or (2) defined benefit plans, the following tables are not included herein: Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Option Exercises and Stock Vesting and Pension Benefits.

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2020 SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		(1) Salary ($)				(1) Bonus ($)				(2) Stock Awards ($)				(2) Option Awards ($)				(3) Non-Equity Incentive Plan Compensation ($)				(3) Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)				(4) All Other Compensation ($)				Total ($)
Kent A. Steinwert Chairman, President, Chief Executive Officer	2020		$	915,653			$	1,200,000			$	0			$	0			$	0			$	0			$	2,506,467			$	4,622,120
	2019		$	854,547			$	1,100,000			$	0			$	0			$	0			$	0			$	2,663,151			$	4,617,698
of the Company & Bank	2018		$	811,369			$	1,100,000			$	0			$	0			$	0			$	0			$	2,315,200			$	4,226,569
Stephen W. Haley Executive Vice President, Chief Financial Officer, Secretary of the	2020		$	360,000			$	420,000			$	0			$	0			$	0			$	0			$	898,147			$	1,678,147
	2019		$	345,417			$	380,000			$	0			$	0			$	0			$	0			$	1,016,264			$	1,741,681
Company & Bank	2018		$	335,000			$	350,000			$	0			$	0			$	0			$	0			$	871,133			$	1,556,133
Jay J. Colombini Executive Vice President, Wholesale Banking	2020		$	337,083			$	350,000			$	0			$	0			$	0			$	0			$	457,723			$	1,144,806
	2019		$	325,833			$	320,000			$	0			$	0			$	0			$	0			$	449,608			$	1,095,441
Manager of the Bank	2018		$	285,000			$	280,000			$	0			$	0			$	0			$	0			$	423,147			$	988,147
Deborah E. Skinner Executive Vice President, Chief Administrative	2020		$	368,307			$	435,000			$	0			$	0			$	0			$	0			$	775,156			$	1,578,463
	2019		$	370,307			$	400,000			$	0			$	0			$	0			$	0			$	810,067			$	1,580,374
Officer of the Bank	2018		$	332,538			$	350,000			$	0			$	0			$	0			$	0			$	756,927			$	1,439,465
Kenneth W. Smith Executive Vice President, Senior Credit Officer	2020		$	372,000			$	350,000			$	0			$	0			$	0			$	0			$	726,991			$	1,448,991
	2019		$	357,417			$	330,000			$	0			$	0			$	0			$	0			$	740,337			$	1,427,754
of the Company & Bank	2018		$	347,000			$	300,000			$	0			$	0			$	0			$	0			$	717,396			$	1,364,396
Ryan J. Misasi Executive Vice President, Retail Banking Manager	2020		$	309,554			$	300,000			$	0			$	0			$	0			$	0			$	402,637			$	1,012,191
	2019		$	290,425			$	250,000			$	0			$	0			$	0			$	0			$	359,678			$	900,103
of the Bank	2018		$	280,008			$	200,000			$	0			$	0			$	0			$	0			$	325,828			$	805,836
David M. Zitterow Executive Vice President, Wholesale Banking	2020		$	318,923			$	220,000			$	0			$	0			$	0			$	0			$	322,647			$	861,570
	2019		$	303,564			$	210,000			$	0			$	0			$	0			$	0			$	316,411			$	829,975
Manager of the Bank	2018		$	292,000			$	200,000			$	0			$	0			$	0			$	0			$	227,806			$	719,806

Named Executive Officer - 2023 Summary Compensation Table

Name		Year		Salary(1)				Bonus				All Other Compensation(2)				Total
Kent A. Steinwert		2023		$	905,327			$	1,400,000			$	3,826,251			$	6,131,578
Chairman, President		2022		$	905,327			$	1,400,000			$	3,829,928			$	6,135,255
& Chief Executive Officer		2021		$	905,327			$	1,400,000			$	2,775,711			$	5,081,038
Bart R. Olson(3)		2023		$	429,422			$	550,000			$	708,956			$	1,688,378
Executive Vice President		2022		$	-			$	-			$	-			$	-
Chief Financial Officer		2021		$	-			$	-			$	-			$	-
Deborah E. Skinner		2023		$	453,846			$	550,000			$	1,247,802			$	2,251,648
Executive Vice President		2022		$	404,615			$	500,000			$	1,044,963			$	1,949,578
Chief Administrative Officer		2021		$	377,949			$	470,000			$	900,436			$	1,748,385
Ryan J. Misasi		2023		$	380,833			$	450,000			$	750,102			$	1,580,935
Executive Vice President		2022		$	346,103			$	380,000			$	626,329			$	1,352,432
Retail Banking Division Manager		2021		$	316,672			$	360,000			$	536,250			$	1,212,922
David M. Zitterow		2023		$	362,660			$	375,000			$	608,880			$	1,346,540
Executive Vice President		2022		$	332,372			$	330,000			$	550,711			$	1,225,083
Director of Banking		2021		$	308,334			$	280,000			$	400,905			$	1,001,239
Stephen W. Haley(3)		2023		$	415,000			$	-			$	622,760			$	1,037,760
Former Executive Vice President		2022		$	278,340			$	400,000			$	974,266			$	1,652,606
Former Chief Financial Officer		2021		$	374,605			$	440,000			$	1,060,234			$	1,874,839

(1)

Includes base salary and unused vacation pay, car allowancepay. See “Executive Compensation – Compensation Discussion and annual bonus. SeeAnalysis - Annual Compensation ProgramProgram” and Employment Contracts.“Employment Contracts, Perquisites and Other Personal Benefits”.

(2)

The Company has no stock based award programs.

(3)	The Company has no Defined Benefit Pension Program. All earnings on Non-Qualified Deferred Compensation Plan balances are assumed to be at market rates (see Footnote 4 in the Non-Qualified Deferred Compensation Table).

(4)

See “2023 All Other Compensation TableTable” for additional details. Includes Non-Qualified Executive Retirement Plan contributions for the current year. See “Executive Compensation – Compensation Discussion and Analysis – Qualified and Non-Qualified Retirement Programs - Non-Qualified Executive Retirement Plan” for details regarding the types of compensation deferred, measures of calculating plan earnings and terms of payouts, withdrawals and other distributions. Some amounts listed were earned in 2021 but contributed to the Non-Qualified Executive Retirement Plan in 2022. The amount reflected for Mr. Steinwert includes $545,000 earned in 2021, but deferred into 2022. Included in these amounts are contributions to the Company’s Executive Retirement Plan-Performance Component that were awarded in 2021 but which were not contributed to the Non-Qualified Executive Retirement Plan until 2022. These contributions were earned as a result of the substantial appreciation in the Company’s stock price during 2021. Amounts were $445,000 for Mr. Steinwert, $153,000 for Mr. Haley, $77,000 for Ms. Skinner, $38,000 for Mr. Misasi and $31,000 for Mr. Zitterow.

(3)

Mr. Olson started his role as the Chief Financial Officer effective March 27, 2023 and Mr. Haley retired effective June 30, 2023.

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2020 ALL OTHER COMPENSATION TABLE

Name	Year	(1) Personal Use of Company Car ($)				(2) Tax Reimbursements ($)				Insurance Premiums ($)				Club Dues ($)				(3) Company Contributions to Non-Qualified Retirement Plans ($)				(4) Company Contributions to Retirement & 401(k) Plans ($)				Total ($)
Kent A. Steinwert	2020	$	4,247			$	22,399			$	3,017			$	7,894			$	2,438,949			$	29,961			$	2,506,467
	2019	$	1,193			$	20,709			$	3,383			$	7,555			$	2,600,983			$	29,328			$	2,663,151
	2018	$	2,111			$	26,658			$	3,749			$	7,791			$	2,246,484			$	28,407			$	2,315,200
Stephen W. Haley	2020	$	10,107			$	15,093			$	3,383			$	0			$	839,603			$	29,961			$	898,147
	2019	$	10,687			$	12,438			$	3,749			$	0			$	960,062			$	29,328			$	1,016,264
	2018	$	9,844			$	21,968			$	3,810			$	0			$	807,104			$	28,407			$	871,133
Jay J. Colombini	2020	$	5,801			$	1,256			$	1,290			$	0			$	419,415			$	29,961			$	457,723
	2019	$	5,291			$	1,165			$	1,290			$	0			$	412,534			$	29,328			$	449,608
	2018	$	1,896			$	1,256			$	1,290			$	0			$	390,298			$	28,407			$	423,147
Deborah E. Skinner	2020	$	7,150			$	7,859			$	1,290			$	0			$	728,896			$	29,961			$	775,156
	2019	$	7,171			$	6,952			$	1,290			$	0			$	765,326			$	29,328			$	810,067
	2018	$	4,254			$	7,034			$	1,290			$	0			$	715,942			$	28,407			$	756,927
Kenneth W. Smith	2020	$	0			$	6,595			$	1,980			$	0			$	688,455			$	29,961			$	726,991
	2019	$	0			$	6,238			$	1,980			$	0			$	702,791			$	29,328			$	740,337
	2018	$	0			$	6,544			$	1,290			$	0			$	681,155			$	28,407			$	717,396
Ryan J. Misasi	2020	$	4,519			$	0			$	300			$	12,956			$	354,901			$	29,961			$	402,637
	2019	$	2,202			$	0			$	300			$	4,070			$	323,778			$	29,328			$	359,678
	2018	$	2,342			$	0			$	300			$	0			$	294,779			$	28,407			$	325,828
David M. Zitterow	2020	$	0			$	0			$	450			$	12,316			$	279,920			$	29,961			$	322,647
	2019	$	0			$	0			$	450			$	11,610			$	275,023			$	29,328			$	316,411
	2018	$	0			$	0			$	450			$	12,438			$	186,511			$	28,407			$	227,806

2023 All Other Compensation Table – Named Executive Officer

Name		Year			Auto Usage(1)				Tax Reimburse- ments(2)				Insurance Premiums				Club Dues				Relocation Expenses				Company Contributions to Non- Qualified Retirement Plans(3)				Company Contributions to Retirement and 401(k) Plans(4)				Total
Kent A. Steinwert		2023			$	6,220			$	25,195			$	29,025			$	8,064			$	-			$	3,714,246			$	43,500			$	3,826,251
		2022			$	5,147			$	25,879			$	23,308			$	9,049			$	-			$	3,728,573			$	37,972			$	3,829,928
		2021			$	6,053			$	24,168			$	23,227			$	7,375			$	-			$	2,681,429			$	33,459			$	2,775,711
Bart R. Olson		2023			$	10,000			$	-			$	26			$	-			$	12,771			$	645,427			$	40,732			$	708,956
		2022			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
		2021			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Deborah E. Skinner		2023			$	7,554			$	8,166			$	9,772			$	-			$	-			$	1,178,810			$	43,500			$	1,247,802
		2022			$	3,233			$	9,023			$	8,543			$	-			$	-			$	986,192			$	37,972			$	1,044,963
		2021			$	7,010			$	8,504			$	8,906			$	-			$	-			$	842,557			$	33,459			$	900,436
Ryan J. Misasi		2023			$	3,861			$	-			$	24,958			$	15,200			$	-			$	662,584			$	43,500			$	750,102
		2022			$	4,594			$	-			$	23,308			$	13,854			$	-			$	546,601			$	37,972			$	626,329
		2021			$	4,088			$	-			$	20,453			$	13,221			$	-			$	465,029			$	33,459			$	536,250
David M. Zitterow		2023			$	12,000			$	-			$	18,376			$	18,188			$	-			$	516,845			$	43,471			$	608,880
		2022			$	12,000			$	-			$	17,565			$	23,893			$	-			$	471,281			$	37,972			$	562,711
		2021			$	12,000			$	-			$	17,041			$	12,586			$	-			$	337,819			$	33,459			$	412,905
Stephen W. Haley		2023			$	-			$	14,829			$	768			$	-			$	-			$	607,163			$	-			$	622,760
		2022			$	-			$	19,789			$	1,194			$	-			$	-			$	915,311			$	37,972			$	974,266
		2021			$	10,170			$	17,902			$	17,601			$	-			$	-			$	981,102			$	33,459			$	1,060,234

(1)

Certain executives receive a car allowance as opposed toRepresents either the personal use of a company car. Car allowance amounts are included in Salary in the Summary Compensation Table.car or a receipt of a car allowance.

(2)

RepresentRepresents tax gross-up payments to reimburse executive for split-dollar life insurance premiums under the Company’s BOLI program.

(3)

Includes Non-Qualified Executive Retirement Plan contributions for the current year. See Plan description in Executive“Executive Compensation – Compensation Discussion and Analysis -– Qualified and Non-Qualified Retirement Programs - Non-Qualified Executive Retirement Plan” for further details. Investmentdetails regarding the types of compensation deferred, measures of calculating plan earnings or losses generated from investing prior year balancesand terms of payouts, withdrawals and other distributions. Some amounts listed were earned in 2021 but paid in 2022. The amount reflected for Mr. Steinwert includes $545,000 earned in 2021, but deferred into 2022. Included in these amounts are reflectedcontributions to the Company’s Executive Retirement Plan-Performance Component that were awarded in 2021 but for which contributions were not made until 2022. These contributions were earned as a result of the substantial appreciation in the Non-Qualified Deferred Compensation Table.Company’s stock price during 2021. Amounts were $445,000 for Mr. Steinwert, $153,000 for Mr. Haley, $77,000 for Ms. Skinner, $38,000 for Mr. Misasi and $31,000 for Mr. Zitterow.

(4)

IncludesRepresents contributions to the Company’s Profit Sharing Plan.

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2020 NON-QUALIFIED DEFERRED COMPENSATION TABLE

(Includes both vested and unvested balances - see Footnote 1)

														Aggregate Plan Balances at Last Fiscal Year-End
Name		(2) Executive Voluntary Deferrals of Salary and Bonus in Last Fiscal Year ($)				(3) Company Contributions in Last Fiscal Year ($)				(4) Aggregate Investment Earnings (Losses) in Last Fiscal Year ($)				Aggregate Withdrawals / Distributions ($)				(2) (5) Executive Voluntary Deferrals of Salary and Bonus ($)				(3) (5) Company Contributions ($)				Total of Executive Voluntary Deferrals and Company  Contributions ($)
Kent A. Steinwert		$	0			$	2,438,949			$	432,196			$	0			$	0			$	26,815,370			$	26,815,370
Stephen W. Haley		$	0			$	839,603			$	121,602			$	0			$	0			$	8,859,059			$	8,859,059
Jay J. Colombini		$	0			$	419,415			$	22,823			$	0			$	0			$	2,485,082			$	2,485,082
Deborah E. Skinner		$	0			$	728,896			$	382,475			$	0			$	0			$	8,091,763			$	8,091,763
Ryan J. Misasi		$	0			$	354,901			$	89,850			$	0			$	0			$	2,106,580			$	2,106,580
Kenneth W. Smith		$	0			$	688,455			$	158,516			$	0			$	0			$	6,834,168			$	6,834,168
David M. Zitterow		$	0			$	279,920			$	15,621			$	0			$	0			$	841,137			$	841,137

2023 Non-Qualified Deferred Compensation Table – Named Executive Officer

Name		Executive Contributions in Last Fiscal Year(1)				Registrant Contributions in Last Fiscal Year(2)				Aggregate Earnings in Last Fiscal Year(3)				Aggregate Withdrawals / Distribution(4)				Aggregate Balance at Last Fiscal Year End(2)(5)
Kent A. Steinwert		$	-			$	3,714,246			$	1,115,112			$	(3,725,974	)		$	37,487,279
Bart R. Olson		$	-			$	645,427			$	32,065			$	-			$	677,492
Deborah E. Skinner		$	-			$	1,178,810			$	668,551			$	-			$	13,256,192
Ryan J. Misasi		$	-			$	662,584			$	248,143			$	-			$	4,645,188
David M. Zitterow		$	-			$	516,845			$	73,887			$	-			$	2,504,422
Stephen W. Haley		$	-			$	607,163			$	46,688			$	(2,692,665	)		$	1,967,595

(1)

The Company expenses all deferred compensation in the year earned, even if it is not yet vested. As of December 31, 2020 all balances were vested with the exception of Jay Colombini ($16,088). See Post Termination Compensation for details regarding unvested balances upon the occurrence of certain triggering events.

(2)	IncludesRepresents voluntary deferrals of earned salary or annual bonus. The Company’sCompany's Deferred Compensation Plan was terminated in 2016 and all balances distributed to participants.

(3)

(2)

IncludesRepresents Company contributions. See “Executive Compensation – Compensation Discussion and Analysis – Qualified and Non-Qualified Retirement Programs - Non-Qualified Executive Retirement PlanPlan” for details regarding the types of compensation deferred, measures of calculating plan earnings and terms of payouts, withdrawals and other distributions. Current year contributions are included in the “2023 All Other Compensation Table.Table”.

(4)

(3)

All balances are heldTo fund nonqualified retirement plan benefits, the Company has set aside money in a Master Trust, which is subject to the claims of the Company’sCompany's creditors in the event of insolvency. General investment parameters are established by the Company, including allowable investment instruments and approved investment manager(s). Participants can then work with the investment manager(s) to request investment of their vested balances according to their own risk profile, with no guarantees of principal provided by the Company.

(5)

(4)

Mr. Steinwert’s withdrawals consisted of In-Service Distributions from the Non-Qualified Executive Retirement Plan Equity and Performance Components made throughout 2023.

(5)

Represents the cumulative amount of the current and all previous years’years' contributions and earnings or losses.

2023 Pay For Performance Disclosure

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about executive compensation actually paid (as defined by SEC rules) for our principal executive officer (CEO) and Non-CEO NEOs (other Named Executive Officers) and Company performance for the fiscal years listed below. This disclosure is not incorporated by reference into our 2023 Annual Report on Form 10-K. For further information about the Company's pay-for-performance philosophy and how the Personnel Committee aligns executive compensation with the Company's performance, refer to “Executive Compensation - Compensation Discussion and Analysis”. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by Named Executive Officers.

										Average Summary				Average				Value of initial fixed $100 investment based on:
										Compensation Table Total for				Compensation Actually Paid
Year		Summary Compensation Table Total for PEO				Compensation Actually Paid to PEO				Non-PEO Named Executive Officers				to Non-PEO Named Executive Officers				Total Shareholder Return				Peer Group Total Shareholder Return(1)				Net Income				Return on Average Equity				Return on Average Assets
2023		$	6,131,578			$	6,131,578			$	1,742,175			$	1,742,175			$	165.09			$	130.34			$	88,314,000				17.05	%			1.68	%
2022		$	6,135,255			$	6,135,255			$	1,802,523			$	1,802,523			$	170.09			$	119.53			$	75,090,000				16.04	%			1.41	%
2021		$	5,081,038			$	5,081,038			$	1,637,422			$	1,637,422			$	152.87			$	129.76			$	66,336,000				15.00	%			1.35	%

(1)

The peer group used is the S&P 600 Regional Banks, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. (“Total Shareholder Return” represents the cumulative total shareholder return during each measurement period and is calculated by dividing the sum of (i) the difference between the share price at the end and the beginning of the measurement period, plus (ii) the cumulative amount of dividends paid on the stock for the measurement period, assuming dividend reinvestment, by the share price at the beginning of the measurement period. Each amount assumes that $100 was invested in common stock on December 31, 2020, and dividends were reinvested for additional shares.) The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 600 Regional Banks index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

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V –	CORPORATE GOVERNANCE

Code of Ethics

The Company has adoptedoperates under a Codethree (3) year strategic plan complemented by a current year operating budget with net income, return on average equity and return on average assets goals among others. These three financial performance measures are the three most important for compensation purposes. As described in “Compensation Discussion and Analysis”, bonus awards under the Executive Management Incentive Compensation Plan are determined taking into account the actual results of Conductnet income, including actual and relative profit performance. Additionally, amounts credited under the Executive Retirement Plan – Performance Component are impacted by net income, which complies with the Codeis a component of Ethics requirementslong-term cumulative profitability, one of the Securities and Exchange Commission. A copymeasures used to determine the amount credited to such account. Accordingly, a significant portion of the Codereported amount of Conductcompensation actually paid to our NEOs is posted onlinked to net income.

Total shareholder return (TSR) is not directly tied to any performance goals. However, the Executive Retirement Plan - Equity Component accounts are invested primarily in Company stock, the Executive Retirement Plan – Salary Component permits elective investment in Company stock, and the balance in the account established for the Executive Retirement Plan - Performance Component is indirectly impacted by the value of the Company’s website at http://www.fmbonline.com. The Company intends to disclose promptly any amendment to, or waiver from any provisionstock because stock price is a factor in one of the Code of Conduct applicableperformance measures (relative market capitalization) under such plan. Accordingly, the account balances maintained under the three plans fluctuate based on our stock price and the compensation actually paid to executive officersour NEOs that relates to such plans decreases and Directors,increases based on its website.

Director Independence

The Company uses Rule 5605(a)(2)an increase and decrease in our TSR. Accordingly, a substantial portion of the Nasdaq’s current listing rulescompensation actually paid to determine whether a Directorour NEOs is independent. Withaligned with our TSR. Our TSR is strong relative to the exception of Mr. Steinwert who is currently an employeeTSR of the Company, all nominees are consideredpeer group and has exceeded our average peer group by $34.75, or 26.7% from December 31, 2018 to December 31, 2023.

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AUDIT & RISK COMMITTEE REPORT

The following Audit & Risk Committee Report should not be “independent.”

Board of Directors Meetings

The Company’s principal asset is its wholly-owned subsidiary,deemed filed or incorporated by reference into any other document, including Farmers & Merchants BankBancorp’s filings under the Securities Act of Central California (the “Bank”). With1933 or the exceptionSecurities Exchange Act of Mr. Young,1934, except to the Directorsextent the Company specifically incorporates this Report into any such filing by reference.

Report of the Company are also Directors of the Bank.  During 2018, pursuant to the Company’s acquisition agreement with Bank of Rio Vista, the Bank added one former Bank of Rio Vista director to the Bank’s Board of Directors, Craig W. James, who is not a Company Director.

During the calendar year ending December 31, 2020, the Board of Directors of the Company met thirteen (13) times and the Board of Directors of the Bank met twelve (12) times.  In addition, as required, the Board holds telephonic meetings to address issues between monthly meetings.  Each incumbent Director attended more than 75% of the meetingsAudit & Risk Committee of the Board of Directors

The Audit & Risk Committee oversees relevant accounting, risk assessment, risk management and the committees to which they were named. The Company expects Directors to attend the annual meeting of stockholders and all Directors attended the virtual annual meeting of stockholders in 2020.

Roles and Responsibilities of the Board of Directors

Leadership Structure

The Board of Directors has determined that the Chairmanship should reside with the Director who is most familiar with the banking industry, and who is the most capable of setting strategic direction and integrating that directionregulatory matters. It meets with the Company’s day-to-day business development and risk management activities. Accordingly, since 2010 Mr. Steinwert has been unanimously electedthe Bank’s internal auditors and the independent registered public accounting firm to review the positionscope of Chairmantheir work as well as to review quarterly and annual financial statements and regulatory and public disclosures with the officers in addition to his role since 1997 as Presidentcharge of financial reporting, control and Chief Executive Officerdisclosure functions. After reviewing the independent registered public accounting firm’s qualifications, partner rotation and independence, the Audit & Risk Committee also makes an annual decision regarding selection of the Company.

The Board believes that the combination of these positions does not compromise the important “check-and-balance” role that independent Directors play in the oversight of the Company since Mr. Steinwert is not a member ofregistered public accounting firm. In addition, the Audit & Risk Committee or the Personnel Committeereviews reports of the Board,examination conducted by regulatory agencies and therefore key Board decisionsfollows up with management concerning recommendations and oversight regarding: (1) accounting, financial reporting, and overall risk management; and (2) executive compensation; are made only by “independent” Directors.  Furthermore, Mr. Steinwert receives no additional compensation for his role as Chairman, representing a cost savings to the Company.required corrective action.

As of this date, the Board of Directors has not formally designated a lead independent director.

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Role in Enterprise Risk Management

The Board of Directors is responsible for monitoring all aspects of the Company’s enterprise risk.  Their involvement in enterprise risk management centers around the following key roles and responsibilities:

1.

The Board develops and approves the strategic plan and financial budget, and receives monthly reporting of financial and non-financial performance relative to plan.

2.

The Asset and Liability Management Committee is a joint committee of management and the Board. As a result, “independent” Directors are actively involved in interest rate, liquidity and investment risk management processes.

3.

The Loan Committee is a joint committee of management and the Board. The Committee meets weekly to review all new and renewed loans over $2 million and evaluate overall portfolio performance and risk. As a result, “independent” Directors are actively involved in the credit risk management process.

4.

The Audit Committee is responsible for providing oversight of all internal controls, reviewing the reports of audits and examinations of the Bank and the Company made by independent auditors, internal auditors, credit examiners, and regulatory agencies, and approving all SEC and other regulatory agency reports before they are filed.

5.

The Personnel Committee is responsible for all performance evaluation and compensation decisions for the executive management team.

6.

The Budget and Finance Committee reviews and examines financial results on a quarterly basis.

Committees of the Board

Audit Committee

The Audit Committee of the Company and the Bank is responsible for the ongoing adequacy of the internal control environment, and oversees the activities of the internal and independent auditors of the Company and the Bank with the aim of ensuring compliance with applicable laws. The Committee selects the independent auditors.  The Committee’s charter is included as Exhibit A to the 2019 proxy statement.    The Audit& Risk Committee reports regularly to the Boards of Directors of the Bank and the Company, as appropriate. The Audit Committee reviews the reports of audits and examinations of the Bank and the Company made by the independent auditors, internal auditors, credit examiners, and regulatory agencies and reports the results to the Boards of Directors of the Bank and the Company. The Committee met fifteen (15) times in 2020 and is comprised of the following voting members: Messrs. Sanguinetti (Chairman), Corum and Green. Each of the Directors serving on the Audit Committee has been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of the Nasdaq’s current listing rules and in SEC rules relating to audit committees. Mr. Sanguinetti has been determined by the Board of Directors to be a “financial expert” for purposes of applicable regulations.

Asset and Liability Management Committee

The Asset and Liability Management Committee of the Bank is responsible for the formulation, revision and administration of the Bank’s policies relating to interest rate, liquidity and investment risk management. The Asset and Liability Committee is a joint committee of management and Directors. The following Directors are voting members: Messrs. Suess, James, Long and Steinwert. The Committee met four (4) times in 2020.

20

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Loan Committee

The Loan Committee of the Bank is responsible for the formulation, revision and administration of the Bank’s policy relating to credit and loan risk management. The Loan Committee meets weekly and is responsible for approving all new and renewed loans between $2 million and $15 million (over $15 million requires full Board approval) and reviewing all loans over $500,000. The Loan Committee is a joint committee of management and Directors. The following Directors are voting members: Messrs. Corum and Steinwert. The Committee met fifty-two (52) times in 2020.

Budget and Finance Committee

The Budget and Finance Committee of the Company and the Bank reviews and examines Bankhas the authority to select, retain, terminate and Company expensesapprove the fees and other retention terms of special counsel or other experts or consultants as it deems appropriate and necessary to perform its duties.

In performing its functions, the Audit & Risk Committee acts in an oversight capacity and necessarily relies on a quarterly basis comparing the results with: (1) the established annual budget, the previous quarterwork and prior year; and (2) selected peer banks and the community banking industry as a whole; and proposes recommendations to management regarding improving financial performance. The Budget and Finance Committee is a joint committeeassurances of management, which has the primary responsibility for financial statements and Directors. The Committee met four (4) times in 2020reports, and is comprised of the following voting members: Messrs. Long, Suess, Young and Sanguinetti.independent registered public accounting firm, who, in their report, express an opinion on the conformity of the Company’s annual financial statements to generally accepted accounting principles.

CRA Committee (Community Reinvestment Act)

The CRA Committee

In connection with the December 31, 2023 consolidated financial statements of the Company, the Audit & Risk Committee: (1) reviewed and discussed the audited financial statements with management and the Bank monitors the Bank’s efforts and responsibilities to complyindependent registered public accounting firm; (2) discussed with the Community Reinvestment Act.independent registered public accounting firm the matters required by AS 1301; and (3) received and discussed with the independent registered public accounting firm the matters required by AS 1301, Communications with Audit & Risk Committees. The CRAAudit & Risk Committee makes recommendationshas also considered whether the independent registered public accounting firm provision of non-audit services to the Company is compatible with maintaining the auditors’ independence. Based upon these reviews and discussions, the Audit & Risk Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2023.

Kevin Sanguinetti, Chairman	Stephenson K. Green	Edward Corum Jr.

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Fees and Services of Independent Registered Public Accounting Firm

On January 23, 2024, the Company’s Audit & Risk Committee approved the engagement of Crowe LLP to assureserve as our independent registered public accounting firm for the Bank is meetingfiscal year ending December 31, 2024. The appointment of Crowe LLP to serve as the credit, investmentCompany’s new independent registered public accounting firm followed a decision by the Company’s current independent registered public accounting firm, Eide Bailly LLP, to exit the financial institution portion of its SEC audit practice, and service needstherefore decline to stand for reappointment following completion of the communities it serves. The Committee met twelve (12) timesCompany’s financial statements for the year ended December 31, 2023. This decision by Eide Bailly was made for reasons unrelated to the Company.

During the Company’s fiscal years ended December 31, 2023 and 2022, and for the subsequent interim period through January 22, 2024, neither the Company nor anyone acting on its behalf consulted with Crowe LLP regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) or the type of audit opinion that might be rendered on the Company’s consolidated financial statements; or (iii) any written report or oral advice provided to the Company that Crowe LLP concluded was an important factor considered by the Company in 2020reaching a decision as to any accounting, auditing or financial reporting issue, or (iv) any matter that was either the subject of a "disagreement" or a "reportable event" (as those terms are defined in Item 304(a)(1)(iv) and is comprised(v) of Regulation S-K, respectively).

Eide Bailly LLP’s reports on our consolidated financial statements and the following voting members: Messrs. Suess (Chairman), Green, James, Youngeffectiveness of internal control over financial reporting, which were included in the Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2023 and Long.2022, as filed with the Securities and Exchange Commission, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

Nominating Committee

The Nominating Committee

During the Company’s fiscal years ended December 31, 2023 and 2022, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and the Bank identifies candidatesEide Bailly LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to serveEide Bailly LLP’s satisfaction, would have caused it to make reference thereto in its reports; and (ii) there were no reportable events as Directorsdefined in Item 304(a)(1)(v) of Regulation S-K.

We provided Eide Bailly LLP with a copy of the Bankforegoing disclosures, as filed with the Securities and Exchange Commission on Form 8-K dated November 22, 2023 and January 25, 2024, and Eide Bailly LLP furnished us with a letter addressed to the Securities and Exchange Commission stating that it agreed with the above disclosures related to their firm. A copy of their letter, dated November 20, 2023, was attached as Exhibit 16.1 to the Form 8-K dated November 22, 2023.

The following table sets forth the fees billed to the Company infor the eventaudit of future Board openings. The Committee’s charter is included as Exhibit C toour annual financial statements for the 2019 proxy statement. The Committee is comprisedyears ended December 31, 2023 and 2022 (Eide Bailly LLP) and December 31, 2021 (Moss Adams LLP), and fees billed for other services rendered by Eide Bailly LLP during those periods:

		Years Ended December 31
		2023				2022
Audit and other related fees:
Audit fees - Eide Bailly LLP		$	440,000			$	335,000
Audit fees - Moss Adams LLP			-				399,612
Audit-related fees - Moss Adams LLP			35,000				30,970
All other fees (1)			21,200				-
		$	496,200			$	765,582

(1)

Represents audit fees for the Company’s profit sharing plan.

All of the following voting members: Messrs. Steinwert (Chairman), Long, Corumservices provided by Eide Bailly LLP and Suess. The Committee did not meet in 2020. Messrs. Corum, Long and Suess have been determinedMoss Adams LLP described above were approved by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of the Nasdaq’s current listing rules.Audit & Risk Committee.

Personnel Committee

The Personnel Committee of the Company and the Bank: (1) reviews the Company’s overall compensation strategies and practices; (2) reviews the employment contracts of all executive officers; (3) annually establishes executive compensation levels and performance evaluation measures for the Chief Executive Officer and Directors; and (4) reviews the executive compensation levels and performance evaluation measures for the other executive officers of the Company. The Committee’s charter is included as Exhibit B to the 2019 proxy statement.

The Company’s management: (1) provides information, analysis and recommendations for the Personnel Committee; and (2) manages the ongoing operations of the compensation program.

In fulfilling their duties, the Personnel Committee periodically evaluates information obtained from independent sources regarding financial institutions that we compete against for talent.

The Personnel Committee is comprised of the following voting members: Messrs. Corum (Chairman), Green and Sanguinetti. The Committee met five (5) times in 2020. Each of the Directors serving on the Personnel Committee has been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of the Nasdaq’s current listing rules.

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Certain Relationships

Pre-approval of Services by the Company’s Independent Registered Public Accounting Firm

The Audit & Risk Committee has adopted a policy for pre-approval of audit and Related Person Transactions

Certain Directorspermitted non-audit services by the Company’s independent registered public accounting firm. The Audit & Risk Committee will consider annually and, Named Executive Officersif appropriate, approve the provision of audit services by its independent registered public accounting firm and any provision of certain defined audit and non-audit services. The Audit & Risk Committee will also consider on a case-by-case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved.

Any proposed engagement that does not fit within the Bank and the Company and corporations and other organizations associated with them and membersdefinition of their immediate families were customers of and engaged in banking transactions, including loans, with the Bank in the ordinary course of business in 2020. Such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with borrowers not relateda pre-approved service may be presented to the CompanyAudit & Risk Committee for consideration at its next regular meeting or, Bank. These loans did not involve more than the normal risk of collection or have other unfavorable features. All Director and Named Executive Officer loans must be approved by the Board of Directors.

No family relationships exist among any of our directors or executive officers.  Thereif earlier consideration is a family relationship between one of our executive officers and three of our employees.  These employees participate in compensation and incentive plans or arrangements on the same basis as other employees with similar positions.  The following individuals are related to our chief executive officer as indicated and have been employed by the Bank for a period of years in non-executive officer positions:  Mr. Jared Steinwert, Senior Vice President Modesto Market Manager (son); Ms. Jehna Silva, Vice President Commercial Relationship Manager (daughter); and Ms. Elizabeth Beigh, First Vice President Commercial Relationship Manager (sister). None of these individuals reportsrequired, to the Chief Executive Officer, nor do they share a household with him. Their individual performance ratings and compensation are evaluated and approvedAudit & Risk Committee or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at its next regular meeting. The Audit & Risk Committee will regularly review summary reports detailing all services being provided by its independent registered public accounting firm.

The Company does not require that its independent registered public accounting firm attend the independent directors comprising the Compensation Committeeannual meeting of the Board of Directors of the Bank, and is based on the recommendations of their respective managers in accordance with the Bank’s compensation practices applicable to employees holding similar positions with comparable qualifications and responsibilities. There are eleven market managers and twenty eight commercial relationship managers bank-wide.  In 2020, total annual compensation for the market managers ranged from $287,600 to $482,346.  Total annual compensation for commercial relationship managers ranged from $117,002 to $408,126. Mr. Steinwert ranked fourth in total compensation amongst the market managers and Ms. Silva and Ms. Beigh ranked eleventh and fourth respectively.shareholders.

OTHER MATTERS

Indemnification

Indemnification

The Company’s Certificate of Incorporation and By-Laws provide for indemnification of officers, Directors,directors, employees and agents to the fullest extent permitted by Delaware law. Delaware law generally provides for the payment of expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement reasonably incurred by the indemnitees provided such person acted in good faith and in a manner he or she reasonably believed not to be opposed to the best interests of the corporation and with respect to any criminal action or proceeding if he or she had no reasonable cause to believe his or her conduct was unlawful. However, in derivative suits, if the suit is lost, no indemnification is permitted in respect of any claim as to which the prospective indemnitee is adjudged to be liable for misconduct in the performance of his or her duty to the Company and then only if, and only to the extent that, a court of competent jurisdiction determines the prospective indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Finally, no indemnification may be provided in any action or suit in which the only liability asserted against a Directordirector is pursuant to a statutory provision proscribing the making of loans, dividends, and distribution of assets under certain circumstances.

The provisions regarding indemnification may not be applicable under certain federal banking and securities laws and regulations.

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Stockholder

Shareholder Rights Plan

On August 5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the “Rights Plan”), pursuant to which the Company entered into a Rights Agreement dated August 5, 2008, with Computershare, (formerly Registrar and Transfer Company), as Rights Agent, and the Company declared a dividend of a right to acquire one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, $0.01 par value per share, to stockholdersshareholders of record at the close of business on August 15, 2008. Generally, the Rights are only triggered and become exercisable if a person or group (the “Acquiring Person”) acquires beneficial ownership of 10 percent or more of the Company’s common stock or announces a tender offer for 10 percent or more of the Company’s common stock.

The Rights Plan is similar to plans adopted by many other publicly traded companies. The effect of the Rights Plan is to discourage any potential acquirer from triggering the Rights without first convincing Farmers & Merchants Bancorp’sthe Company’s Board of Directors that the proposed acquisition is fair to, and in the best interest of, all of the stockholdersshareholders of the Company. The provisions of the Rights Plan, if triggered by the Acquiring Person, will substantially dilute the equity and voting interest of any such potential acquirer unless the Board of Directors approves of the proposed acquisition (under Article XV of the Company’s Certificate of Incorporation, the Board of Directors has the authority to consider any and alla variety of factors in determining whether an acquisition is in the best interests of the Company and its stockholders)shareholders). Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value, at a purchase price of $1,200 for each one one-hundredth of a share, subject to adjustment. Each holder of a Right (except for the Acquiring Person, whose Rights will be null and void upon such event) shall thereafter have the right to receive, upon exercise, that number of Common Shares of the Company having a market value of two times the exercise price of the Right. At any time before a person becomes an Acquiring Person, the Rights can be redeemed, in whole, but not in part, by Farmers and Merchants Bancorp’s Board of Directors at a price of $0.001 per Right.

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On November 19, 2015, the Board of Directors approved a seven-year extension of the term of the Rights Plan. Pursuant to an Amendment to the Rights Agreement dated February 18, 2016, the term of the Rights Plan was extended from August 5, 2018 to August 5, 2025. The extension of the term of the Rights Plan was intended as a means to continue to guard against abusive takeover tactics and was not in response to any particular proposal. The Board also increased the purchase price under the Rights Plan to $1,600 per one one-hundredth of a preferred share from $1,200, to reflect the increase in the market price of the Company’s common stock over the past several years.

The full textsince adoption of the Rights Plan.

The Rights Plan and the Amendment washave been filed as exhibits to the Company’s reports with the SEC.

Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value, at a purchase price of $1,600 for each one one-hundredth of a share, subject to adjustment. Each holder of a Right (except for the Acquiring Person, whose Rights will be null and void upon such event) shall thereafter have the right to receive, upon exercise, that number of Common Shares of the Company having a market value of two times the exercise price of the Right.

At any time before a person becomes an Acquiring Person, the Rights can be redeemed, in whole, but not in part, by the Company’s Board of Directors at a price of $0.001 per Right.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our Directors and executive officers to file reports of their ownership of the Company’s common stock with the SEC. Based solely on a review of the filings made with the SEC and written representations from our Directors and executive officers, the Company believes that all reports required by Section 16(a) of the Exchange Act to be filed by its Directors and executive officers during the last fiscal year were filed on a timely basis.

To its knowledge, the Company’s Form 8-K dated February 19, 2016.Company has no ten percent or greater shareholder.

Communications with Board of Directors

Any person, including any stockholder,shareholder, desiring to communicate with, or make any concerns known to, the Company, directorsDirectors generally, non-management Directors or an individual Director only may do so by submitting them in writing to Stephen W. Haley,Bart R. Olson, Corporate Secretary of Farmers & Merchants Bancorp, 111 W. Pine Street, Lodi, CA 95240. All correspondence must include information to identify the person submitting the communication or concern, including name, address, telephone number and e-mail address (if applicable) together with information indicating the relationship of such person to the Company. The Secretary is responsible for maintaining a record of any such communications or concerns and submitting them to the appropriate addressee(s) for potential action or response. The Company may institute appropriate procedures to establish the authenticity of any communication or concern before forwarding. The Company is not obligated to investigate any anonymous submissions.

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VI –	AUDIT RELATED MATTERS

Report of the Audit Committee of the Board of Directors

The Audit Committee oversees relevant accounting, risk assessment, risk management and regulatory matters. It meets with the Bank’s and the Company’s internal auditors and the independent auditors to review the scope of their work as well as to review quarterly and annual financial statements and regulatory and public disclosures with the officers in charge of financial reporting, control and disclosure functions. After reviewing the independent auditor’s qualifications, partner rotation and independence, the Audit Committee also makes an annual decision regarding selection of the independent auditors. In addition, the Audit Committee reviews reports of examination conducted by regulatory agencies and follows up with management concerning recommendations and required corrective action.

The Audit Committee reports regularly to the Boards of Directors of the Bank and the Company and has the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants as it deems appropriate and necessary to perform its duties.

In performing its functions, the Audit Committee acts in an oversight capacity and necessarily relies on the work and assurances of management, which has the primary responsibility for financial statements and reports, and of the independent auditors, who, in their report, express an opinion on the conformity of the Company’s annual financial statements to generally accepted accounting principles.

In connection with the December 31, 2020 financial statements of the Company, the Audit Committee:  (1) reviewed and discussed the audited financial statements with management and the independent auditors; (2) discussed with the independent auditors the matters required by AS 1301; and (3) received and discussed with the independent auditors the matters required by PCAOB requirements. The Audit Committee has also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with maintaining the auditors’ independence. Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2020.

The Board of Directors has approved a written charter of the Audit Committee which is included as Exhibit A to the 2019 proxy statement.

Respectfully Submitted,

/s/ Kevin Sanguinetti	/s/ Stephenson K. Green	/s/ Edward Corum Jr.
Kevin Sanguinetti, Chairman	Stephenson K. Green	Edward Corum Jr.

Audit Fees

The aggregate fees billed by Moss Adams LLP for performance of the audit and review of the Company’s quarterly and annual financial statements for fiscal year 2019 were $259,900 and fiscal year 2020 were $305,000.

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Audit-Related Fees

The aggregate fees billed by Moss Adams LLP  for services that were reasonably related to the performance of the audit and review of the Company’s quarterly and annual financial statements for  fiscal year 2019 were $40,019 and fiscal year 2020 were $39,492.

Tax Fees

The aggregate fees billed by Moss Adams LLP for professional services for tax compliance, tax advice and tax planning for fiscal year 2019 were $59,595 and fiscal year 2020 were $37,957.

All Other Fees

There were no other fees billed by Moss Adams LLP in 2019 or 2020.

Pre-approval of Services by the Company’s External Auditor

The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by the Company’s external auditor. The Audit Committee will consider annually and, if appropriate, approve the provision of audit services by its independent auditor and consider, and if appropriate, pre-approve the provision of certain defined audit and non-audit services. The Audit Committee will also consider on a case-by-case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved.

Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at its next regular meeting. The Audit Committee will regularly review summary reports detailing all services being provided by its external auditor.

The Company does not require that its external auditor join the annual meeting.

VII –

OTHER INFORMATION

Annual Report

Together with this proxy statement, the Company has distributed to each of its stockholders an Annual Report for the year ended December 31, 2020. The annual report contains the consolidated financial statements of the Company and the unqualified reports thereon of Moss Adams LLP, the Company’s independent registered public accountants for 2018, 2019 and 2020.

Upon written request by any person entitled to vote at the meeting, addressed to Stephen W. Haley, Secretary of the Company, at 111 West Pine Street, Lodi, CA 95240, we will provide, without charge, a copy of the Company’s 2020 Annual Report, including the financial statements and the schedules thereto filed with the Securities and Exchange Commission. You can also obtain a copy of the Company’s Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission through the F&M Bank website. The website address is http://www.fmbonline.com. The link to the Securities and Exchange Commission is on the About Us page.

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Stockholder

Shareholder Nominations, Notices and Proposals

Article III, Section 3.4 of the By-Laws of the Company provides a procedure for nomination for election of members of the Board of Directors of the Company. Nominations for election to the Board of Directors may be made by the Board of Directors or by any holder of any outstanding class of capital stock of the Company entitled to vote for the election of Directors.

Nominations, other than those made by the Board of Directors, shall be made by notification in writing delivered or mailed to the Chairman of the Nominating Committee at 111 West Pine Street, Lodi, CA 95240, not less than thirty (30) days or more than sixty (60) days prior to any meeting of stockholdersshareholders called for election of Directors, provided, however, that if less than twenty-one (21) days’ notice of the meeting is given to stockholders,shareholders, such nomination shall be mailed or delivered to the President of the Company not later than the close of business on the seventh (7^th)(7th) day following the day on which the notice of meeting was mailed. If the Company’s 20222025 annual meeting of stockholdersshareholders is held on the third Monday of May (as has historically generally been the case), any stockholdershareholder nomination, to be timely, must be received by the Company not later than April 16, 202219, 2025 and not earlier than March 17, 2022.20, 2025. Notification must contain certain information as to each proposed nominee and as to each person acting alone or in conjunction with one or more persons, in making such nomination or in organizing, directing or financing such nomination. The Chairman of the meeting may, in his or her discretion, determine and declare to the meeting that a nomination not made in accordance with the foregoing procedure shall be disregarded.

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A copy of the By-Laws of the Company can be obtained by written request to the Corporate Secretary of the Company, Stephen W. Haley,Bart R. Olson, 111 West Pine Street, Lodi, CA 95240. A copy of the Nominating Committee’s charter, which outlines the Committee’s nominating process, including the standards and qualifications to be considered for Board membership, is included as Exhibit C toavailable for review on the 2019 proxy statement.Company’s website at http://www.fmbonline.com.

Pursuant to Article II, Section 2.6 of the Company’s By-Laws, in order for other business to be properly brought before a meeting by a stockholder,shareholder, the stockholdershareholder must have given timely notice thereof in writing to the Secretary of the Company and must have been a stockholdershareholder of record at the time such notice is given. To be timely, a stockholder’sshareholder’s notice shall be delivered to or mailed (by United States registered mail, return receipt requested) and received at the principal executive offices of the Company not less than seventy (70) days nor more than ninety (90) days prior to the first anniversary date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than twenty (20) days, or delayed by more than seventy (70) days, from such anniversary date, notice by a stockholdershareholder to be timely must be so delivered or mailed (by U.S. registered mail, return receipt requested) and received notno earlier than the ninetieth (90^th)(90th) day prior to such annual meeting and not later than the close of business on the later of the seventieth (70^th)(70th) day prior to such annual meeting or the tenth (10^th)(10th) day following the day on which public announcement of the date of such meeting is first made.

Notice of any stockholdershareholder proposal by a stockholdershareholder to properly bring business before the 20222025 annual meeting, to be timely, must be received by the Company no later than April 21, 2022,March 4, 2025, and no earlier than April 1, 2022.February 12, 2025. Such stockholder’sshareholder’s notice to the Secretary must contain certain additional information, which is more particularly described in Article II, Section 2.6 of the Company’s By-Laws. No business shall be conducted at an annual meeting of stockholdersshareholders unless proposed in accordance with the foregoing procedures. The Chairman of the meeting shall, if the factors warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the foregoing procedure and such business shall not be transacted.

Under the Rules of the Securities and Exchange Commission,SEC, if a stockholdershareholder intends to include a proposal in the Company’s proxy statement and form of proxy for presentation at the Company’s 20222025 annual meeting of stockholders,shareholders, the proposal must be received by the Company at its principal executive offices by January 21, 2022.December 6, 2024. In addition to these advance notice requirements, there are other requirements that a stockholdershareholder must meet in order to have a proposal included in the Company’s proxy statement under the rules of the Securities and Exchange Commission.SEC.

A complete list of shareholders entitled to vote will be available for inspection by shareholders of record at the office of the Secretary of the Company at 111 West Pine Street, Lodi, CA 95240 for the ten days prior to the meeting.

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Cumulative Voting

With respect to the election of Directors, each stockholdershareholder may be eligible to exercise cumulative voting rights and may be entitled to as many votes as shall equal the number of shares of common stock held by such stockholdershareholder multiplied by the number of Directors to be elected, and such stockholdershareholder may cast all of such votes for a single nominee or may distribute them among two or more nominees. For example, if you own 10 shares of common stock of the Company and 7 Directors are being elected, you have 70 votes – you can cast all of them for one nominee, or two or more nominees if you so choose. No stockholdershareholder shall be entitled to cumulate votes (i.e., cast for any one or more nominees a number of votes greater than the number of shares of common stock of the Company held by such stockholder)shareholder) unless the name(s) of the nominee(s) has (have) been placed in nomination prior to the commencement of the voting in accordance with Article III, Section 3.4 of the Company’s by-lawsBy-laws and, in accordance with Article II, Section 2.9 of the Company’s by-laws,By-laws, a stockholdershareholder has given at least two days written notice to the Secretary of the Company of an intention to cumulate votes prior to the vote.

Other Matters

The Management and Directors of the Company are not aware of any other matters to be presented for consideration at the virtual annual meeting to be held on June 30, 2021May 13, 2024 or any adjournments or postponements thereof. If any other matters should properly come before the meeting, it is intended that the persons named in the enclosed proxy will vote the shares represented thereby in accordance with their best business judgment, pursuant to the discretionary authority granted therein.

	BY ORDER OF THE BOARD OF DIRECTORS,
	/s/ Stephen W. Haley
	Stephen W. Haley
	Secretary

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Your vote matters – here’s how to vote! You may vote online or

No Incorporation by phone insteadReference of mailing this card.Online Go to www.envisionreports.com/FMCB or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/FMCB Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Proposals — The BoardCertain Portions of Directors recommend a vote FOR all the A nominees listed. 1. Election of Directors: For Withhold 01 - Edward Corum, Jr. 02 - Stephenson K. Green For Withhold 03 - Gary J. Long For Withhold 04 - Kevin Sanguinetti 05 - Kent A. Steinwert 06 - Calvin (Kelly) Suess When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 7 0 A V

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The 2021 Annual Meeting of Stockholders of Farmers & Merchants Bancorp will be held on Wednesday June 30, 2021, 4:00 P.M. PST, virtually via the internet at www.meetingcenter.io/282536464. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — FMCB2021. Important notice regarding the internet availability of proxy materials for the Annual Meeting of Stockholders. The Proxy Statement and the 2020 Annual Report are available at: www.envisionreports.com/FMCB Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/FMCBqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q  REVOCABLE PROXY — FARMERS & MERCHANTS BANCORP ANNUAL MEETING OF STOCKHOLDERS June 30, 2021 This Proxy is solicited on behalfStatement

Notwithstanding anything to the contrary set forth in any of our previous filings made under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings made by us under those statutes, neither the Audit & Risk Committee Report nor the Report of the Personnel Committee of the Board of Directors The signer hereby appoint(s) Edward Corum, Jr., Kevin Sanguinetti and Kent A. Steinwert and any of them, each with full power of substitution as Proxy of the signer, to attend the Annual Meeting of Stockholders of Farmers & Merchants Bancorpon Executive Compensation is to be held virtually at 4:00 p.m. PST, on June 30, 2021 andincorporated by reference into any adjournment thereof, andsuch prior filings, nor is such report to vote the number of shares the signer would be entitled to vote if personally present as indicated hereon: THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE STOCKHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED UNDER ITEM 1. THIS PROXY CONFERS ON THE PROXYHOLDERS THE POWER OF CUMULATIVE VOTING AS DESCRIBED IN THE PROXY STATEMENT. PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE Non-Voting Items Change of Address — Please print new address below.incorporated by reference into any future filings made by us under those statutes.

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