Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2020, the Board of Directors of Farmers & Merchants Bancorp, Inc. (the “Company”) increased the number of its members by one, to thirteen, and named Lori A. Johnston to fill the vacancy created by such increase on the Board of Directors of both the Company and Farmers & Merchants State Bank, the wholly-owned subsidiary of the Company. Ms. Johnston resides in Grand Rapids, Ohio. She is the President of ProMedica Insurance Corporation, an affiliate of ProMedica Health System. She has been employed by ProMedica Health System and affiliates in increasing levels of responsibility since 1996. Ms. Johnson was employed by Ernst & Young, LLP in Toledo, Ohio from 1983-1996 and is a Certified Public Accountant.
As a member of the Company’s Board of Directors, Ms. Johnston will receive fees in accordance with those paid to non-employee members of the Company’s Board of Directors in general. Cash compensation is paid to directors in the form of retainers and meeting fees. The standard annual retainer for Board service is $25,000. An $800 fee is paid to a director for each Board meeting attended and a $600 fee is paid for each committee meeting. In addition, beginning in 2020 each director is paid a retainer in Company stock. For 2020 the retainer is $4,000, subject to prorated reduction for service of less than a full year. Ms. Johnston will serve on the Audit Committee of the Board of Directors.
In addition, the Company, through the Bank, regularly engages in the lending of money to Directors and executive officers, including their related interests. All such loans (i) are made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) do not involve more than a normal risk of collectability or present other unfavorable features.
Item 8.01. Other Events.
On November 25, 2020, the Company issued a press release announcing the appointment of Lori A. Johnston to the Board of Directors of the Company and Farmers & Merchants State Bank. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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