FARMERS & MERCHANTS BANCORP 10-K

Item 9A. Controls and Procedures The Company maintains controls and procedures designed to ensure that all relevant information is recorded and reported in all filings of financial reports. Such information is reported to the Company’s management, including its Chief Executive Officer and its Chief Financial Officer to allow timely and accurate disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In accordance with Rule 13a-15(b) of the Exchange Act, we carried out an evaluation as of December 31, 2019, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2020. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation. 113 Table of Contents Farmers & Merchants Bancorp Report of Management on Internal Control Over Financial Reporting Management of Farmers & Merchants Bancorp and Subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2020. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Company’s system of internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and fair presentation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 as described in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission . As a result of this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020. Moss Adams LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, was engaged to express an opinion as to the fairness of presentation of such financial statements. Moss Adams LLP was also engaged to audit the effectiveness of the Company’s internal control over financial reporting. /s/ Kent A. Steinwert /s/ Stephen W. Haley Kent A. Steinwert Stephen W. Haley Chairman, President & Chief Executive Officer Executive Vice President & Chief Financial Officer Item 9B. Other Information None 114 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Set forth below is certain information regarding the Executive Officers of the Company and/or Bank: Name and Position(s) Age Principal Occupation during the Past Five Years Kent A. Steinwert Chairman, President & Chief Executive Officer of the Company and Bank 68 Chairman, President & Chief Executive Officer of the Company and Bank. Deborah E. Skinner Executive Vice President & Chief Administrative Officer of the Bank 58 Executive Vice President & Chief Administrative Officer of the Bank. Stephen W. Haley Executive Vice President & Chief Financial Officer & Secretary of the Company and Bank 67 Executive Vice President & Chief Financial Officer of the Company and Bank. Kenneth W. Smith Executive Vice President & Senior Credit Officer of the Company and Bank 61 Executive Vice President & Senior Credit Officer of the Company and Bank. David M. Zitterow Executive Vice President, Wholesale Banking Division of the Bank 48 Executive Vice President, Wholesale Banking Division of the Bank since May 2017. Senior Vice President – Northern California Regional Executive – Umpqua Bank, April 2014 – May 2017. Jay J. Colombini Executive Vice President, Wholesale Banking Division of the Bank 58 Executive Vice President, Wholesale Banking Division of the Bank. Ryan J. Misasi Executive Vice President, Retail Banking Division of the Bank 44 Executive Vice President, Retail Banking Division of the Bank. Also, see “Election of Directors” and “Compliance with Section 16(a) of the Exchange Act” in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders which will be filed with the SEC and which is incorporated herein by reference. During 2020, there were no changes in procedures for the election of directors. 115 Table of Contents The Company has adopted a Code of Conduct, which complies with the Code of Ethics requirements of the SEC. A copy of the Code of Conduct is posted on the Company’s website . The Company intends to disclose promptly any amendment to, or waiver from any provision of, the Code of Conduct applicable to senior financial officers, and any waiver from any provision of the Code of Conduct applicable to directors, on its website on the About Us page. The Company’s website address is www.fmbonline.com. This website address is for information only and is not intended to be an active link, or to incorporate any website information into this document. Item 11. Executive Compensation The information required by Item 11 of Form 10-K is incorporated by reference from the information contained in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 of Form 10-K is incorporated by reference from the information contained in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A. The Company does not have any equity compensation plans, which require disclosure under Item 201(d) of Regulation S-K. I tem 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 of Form 10-K is incorporated by reference from the information contained in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A. Item 14. Principal Accounting Fees and Services The information required by Item 14 of Form 10-K is incorporated by reference from the information contained in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A. 116 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) (1) Financial Statements. Incorporated herein by reference, are listed in Item 8 hereof. (2) Financial Statement Schedules. Not applicable. (3) Exhibits. Exhibit Number Description 3.1 Amended Certificate of Incorporation (incorporated by reference to Proposal #2 in the Registrant’s Definitive Proxy Statement on Schedule 14A for its 2012 Annual Meeting of Stockholders , Appendices 1 and 2 to the Registrant's Definitive Proxy Statement on Schedule 14A for its 2007 Annual Meeting of Stockholders , and Exhibit 3(i) to the Registrant's Current Report on Form 8-K dated April 30, 1999) . 3.2 Amended By-Laws (incorporated by reference to the Registrant’s Current Report on Form 8-K dated April 4, 2016 , the Registrant’s Current Report on Form 8-K dated September 19, 2008 , Appendix 3 to the Registrant's Definitive Proxy Statement on Schedule 14A for its 2007 Annual Meeting of Stockholders , Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated June 7, 2005 , and Exhibit 3(ii) to the Registrant's Current Report on Form 8-K dated April 30, 1999) . 3.3 Certificate of Designation for the Series A Junior Participating Preferred Stock (included as Exhibit A to the Rights Agreement between Farmers & Merchants Bancorp and Registrar and Transfer Company, dated as of August 5, 2008, filed as Exhibit 4.1 below), filed on the Registrant’s Form 10-Q for the quarter ended June 30, 2008, is incorporated herein by reference. 4.1 Rights Agreement between Farmers & Merchants Bancorp and Registrar and Transfer Company , dated as of August 5, 2008, including Form of Right Certificate attached thereto as Exhibit B, filed on the Registrant’s Form 10-Q for the quarter ended June 30, 2008, is incorporated herein by reference. 4.2 Amendment No. 1 to Rights Agreement between Farmers & Merchants Bancorp and Computershare Trust, N.A., as Rights Agent , dated as of February 18, 2016, incorporated herein by reference to Exhibit 4.2 of the Registrant’s Form 8-A/A filed on February 19, 2016. 4.3 Description of F&M Bancorp Capital Stock , filed on Registrant’s Form 10-K for the year ended December 31, 2019. 10.1 Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Kent A. Steinwert , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference. 10.3 Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Deborah E. Skinner , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference. 10.4 Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Kenneth W. Smith , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference. 10.6 Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Stephen W. Haley , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference. 10.8 Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Jay J. Colombini , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference. 10.10 Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Ryan J. Misasi , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference. 117 Table of Contents 10.11 Employment Agreement effective May 1, 2017, between Farmers & Merchants Bank of Central California and David M. Zitterow , filed on the Registrant’s Current Report on Form 8-K dated June 30, 2017, is incorporated herein by reference. 10.15 Executive Retirement Plan – Performance Component as amended on November 5, 2010, filed on Registrant’s Form 10-Q for the period ended September 30, 2010, is incorporated herein by reference. 10.16 Executive Retirement Plan – Retention Component as amended on November 5, 2010, filed on Registrant’s Form 10-Q for the period ended September 30, 2010, is incorporated herein by reference. 10.17 Executive Retirement Plan – Salary Component , amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference. 10.19 Executive Retirement Plan – Equity Component , amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference. 10.20 Senior Management Retention Plan , amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference. 14 Code of Conduct of Farmers & Merchants Bancorp , filed on Registrant’s Form 10-K for the year ended December 31, 2003, is incorporated herein by reference. 21 Subsidiaries of the Registrant , filed on Registrant’s Form 10-K for the year ended December 31, 2003, is incorporated herein by reference. 31(a) Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31(b) Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) *Filed herewith Item 16. Form 10-K Summary None 118 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Farmers & Merchants Bancorp (Registrant) By /s/ Stephen W. Haley Dated: March 15, 2021 Stephen W. Haley Executive Vice President & Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 15, 2021. /s/ Kent A. Steinwert Chairman, President & Chief Executive Officer Kent A. Steinwert (Principal Executive Officer) /s/ Stephen W. Haley Executive Vice President & Chief Financial Officer Stephen W. Haley (Principal Financial and Accounting Officer) /s/ Gary Long /s/ Calvin Suess Gary Long, Director Calvin Suess, Director /s/ Kevin Sanguinetti /s/ Edward Corum, Jr. Kevin Sanguinetti, Director Edward Corum, Jr., Director /s/ Stephenson K. Green /s/ Terrence A. Young Stephenson K. Green, Director Terrence A. Young, Director 119