DEF 14A

Principal Occupation for Past Five Years and Other Information

Ralph D. Macali

Mr. Macali has served as a director of Farmers since 2001 and is a member of the Audit and Corporate Governance and Nominating Committees. Mr. Macali is the Vice President of Palmer J. Macali, Inc., which owns and operates a retail grocery supermarket, and a partner in P.M.R.P. Partnership, which owns commercial and residential real estate. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Macali has developed through his education and business leadership experiences in the Mahoning Valley business market, as well as his experience as a director of Farmers, allow him to provide continued regional business and leadership expertise to the Board of Directors.

Frank J. Monaco

Mr. Monaco has served as a director of Farmers since 2021 and is a member of the Audit and Board Enterprise Risk Management Committees. Mr. Monaco is a Senior Partner at the 415 Group, Inc., a certified public accounting, business consulting and IT services firm in Canton, Ohio. In this role, Mr. Monaco leads the consulting division of the firm, which includes business and estate planning, business valuations and merger support. Mr. Monaco has been with 415 Group for 27 years and previously served as Managing Partner from 2003-2019. He holds accreditations of Certified Public Accountant (CPA) and is Certified in Financial Forensics (CFF), along with being Accredited in Business Valuation (ABV) and part of the National Association of Certified Valuation Analysts (CVA). Mr. Monaco also is an active member of his community, serving on or having served on a variety of boards of directors including the Canton Regional Chamber of Commerce, Stark Development Board, Stark County Port Authority and the Pro Football Hall of Fame. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Monaco has developed through his educational background in business and accounting, as well as his business and leadership experiences as a certified public accountant and managing partner of a firm, allow him to provide accounting, local business, and leadership expertise to the Board of Directors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

FARMERS NATIONAL BANC CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

March 17, 2022

To Our Shareholders:

You are cordially invited to the 2022 Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) to be held on April 21, 2022 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR, where you will be able to vote electronically and submit questions during the meeting.

During the Annual Meeting, you will be asked to: (i) elect four Class III directors whose terms will expire at the Annual Meeting in 2025; (ii) consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iii) ratify the Audit Committee’s appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and (iv) consider the adoption and approval of the Farmers National Banc Corp. 2022 Equity Incentive Plan.

Your vote on these matters is important, regardless of the number of shares you own, and all shareholders are encouraged to participate in the live webcast of the Annual Meeting. However, it is important that your shares be represented regardless of whether you plan to participate in the live webcast of the Annual Meeting. In order to ensure that your shares are represented, I urge you to execute and return the enclosed proxy, or that you submit your proxy by telephone or Internet promptly.

Sincerely,

LOGO

KEVIN J. HELMICK

President and Chief Executive Officer

FARMERS NATIONAL BANC CORP.

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Thursday, April 21, 2022

The Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) will be held on April 21, 2022 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR, where you will be able to vote electronically and submit questions during the meeting.

The 2022 Annual Meeting will be held for the following purposes:

to elect four Class III directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2025;

to consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;

to consider and vote upon a proposal to ratify the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

to consider and vote upon a proposal to approve the adoption of the Farmers National Banc Corp. 2022 Equity Incentive Plan; and

to transact such other business as may properly come before the meeting or any adjournments thereof. Farmers’ Board of Directors is not currently aware of any other business to come before the Annual Meeting.

The Board of Directors has fixed the close of business on March 8, 2022 as the record date for the determination of shareholders entitled to notice of, and to vote during, the Annual Meeting. Your Board of Directors recommends that you vote “FOR” the election of each of the director nominees and “FOR” each of the other proposals.

By Order of the Board of Directors,

LOGO

TROY ADAIR

Executive Vice President, Chief Financial Officer and Secretary

Canfield, Ohio

March 17, 2022

FARMERS NATIONAL BANC CORP.

PROXY STATEMENT

TABLE OF CONTENTS


GENERAL INFORMATION			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			2
When and Where will the Annual Meeting be Held?			2
Why did I Receive these Proxy Materials?			2
Who may Vote during the Annual Meeting?			2
What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”?			2
How do I Vote?			2
How will My Shares be Voted?			3
Can Other Matters be Decided during the Annual Meeting?			4
May I Revoke or Change My Vote?			4
Who Pays the Cost of Proxy Solicitation?			4
How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum?			4
What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement?			5
CORPORATE GOVERNANCE			7
The Board of Directors — Independence			7
Certain Relationships and Related Transactions			7
Attendance at Meetings			8
Board Leadership Structure and Role in Risk Oversight			8
Committees of the Board of Directors			9
Audit Committee			9
Compensation Committee			10
Corporate Governance and Nominating Committee			10
Board Enterprise Risk Management Committee			11
Executive Committee			11
Policies of the Board of Directors			11
Majority Withheld Vote			11
Director Nominations			12
Board Diversity Matrix			13
Code of Regulations			13
Corporate Governance Guidelines			14
Shareholder Proposals for 2023 Annual Meeting			15
Shareholder Communications with Directors			16
Section 16(a) Beneficial Ownership Reporting Compliance			16
ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES			17
Environmental Sustainability			17
Social Responsibility			17
Corporate Governance			18
PROPOSAL ONE — ELECTION OF DIRECTORS			19
BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			26
COMPENSATION DISCUSSION AND ANALYSIS			28
Introduction			28
Executive Summary			28
2021 Financial Performance Highlights			28


2021 Significant Compensation Results			29
Annual Incentive Compensation Results from Financial Performance			29
Long-term Incentive Compensation Results from Financial Performance			29
Compensation Committee’s Philosophy on Executive Compensation			31
The Role of the Compensation Committee in Determining Executive Compensation			31
Role of Compensation Consultant			32
Compensation Consultant Independence			32
Say-on-Pay Consideration			32
Peer Group Evaluation and Executive Compensation Benchmarks			32
2021 Named Executive Officers Compensation			33
Assessment of COVID-19 Pandemic Impact on Compensation Programs			33
Base Salary			34
Annual Incentive Plan			34
Long-Term Incentive Compensation Plans			38
Clawback Policy			41
401(k) Plan and Company Contributions			41
Nonqualified Deferred Compensation Plan			42
Perquisites and Other Compensation			42
Other Elements of Our Executive Compensation Programs			43
Employment Agreements, Separation Policy and Change in Control Arrangements			43
Stock Ownership Guidelines and Anti-Hedging Policy			43
Director Compensation			44
Oversight and Risk Management of Compensation Programs			44
Compensation Committee Interlocks and Insider Participation			45
THE COMPENSATION COMMITTEE REPORT			45
EXECUTIVE COMPENSATION AND OTHER INFORMATION			46
Summary of Cash and Certain Other Compensation			46
2021 Named Executive Officer Compensation Components			49
Base Salary			49
Annual Incentive Plan			50
Long-Term Incentive Compensation			51
Summary of Equity Awards Vested in 2021			53
Employment Agreements, Change in Control Agreements, Executive Separation Policy			54
Change in Control Agreements			54
Executive Separation Policy			55
Potential Payments Upon Termination or Change in Control			57
EQUITY COMPENSATION PLAN INFORMATION			59
2021 DIRECTOR COMPENSATION			60
CEO PAY RATIO DISCLOSURE			61
CEO Pay Ratio			61
PROPOSAL TWO — ADVISORY VOTE ON EXECUTIVE COMPENSATION			62
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			63
PROPOSAL THREE — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			64
Independent Registered Public Accounting Firm Fees			65
Pre-Approval of Fees			65
PROPOSAL FOUR — ADOPTION AND APPROVAL OF THE FARMERS NATIONAL BANC CORP. 2022 EQUITY INCENTIVE PLAN			66
Background			66
Highlights of the 2022 Incentive Plan			66


Summary Description of the 2022 Incentive Plan			67
Types of Awards			67
Shares Available for Awards			68
Effect of Termination of Employment or Service			69
Change in Control			69
Other Terms and Conditions			70
Amendment or Termination			70
U.S. Federal Income Tax Consequences			71
New Plan Benefits			72
Prior Equity Compensation Plan Information			72
Vote Required			72
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			73
INCORPORATION BY REFERENCE			74
APPENDIX A: FARMERS NATIONAL BANC CORP. — 2022 EQUITY INCENTIVE PLAN			A-1
APPENDIX B: FARMERS NATIONAL BANC CORP. — Reconciliation of Non-GAAP Financial Measures			B-1

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Farmers National Banc Corp., an Ohio corporation (“Farmers” or the “Company”), of the accompanying proxy to be voted during the 2022 Annual Meeting of Shareholders (the “Annual Meeting”), and during any adjournment or postponement thereof. The Annual Meeting will be held on April 21, 2022 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR, where you will be able to vote electronically and submit questions during the meeting. The mailing address of the principal executive offices of Farmers is 20 South Broad Street, Canfield, Ohio 44406; telephone number (330) 533-3341. This proxy statement, together with the related proxy and Farmers’ 2021 Annual Report to Shareholders (the “Annual Report”), are being mailed to the shareholders of the Company on or about March 17, 2022. This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on Thursday, April 21, 2022: This proxy statement, the Form 10-K for the year ended December 31, 2021 and the Annual Report to Shareholders are available at www.edocumentview.com/FMNB.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

When and Where will the Annual Meeting be Held?

The Annual Meeting will be held on Thursday, April 21, 2022 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR, where you will be able to vote electronically and submit questions during the meeting. To obtain more information regarding how to participate in the live webcast of the Annual Meeting, please contact Shareholder Relations at (330) 533-5127.

Why did I Receive these Proxy Materials?

You have received these proxy materials because the Board of Directors is soliciting a proxy to vote your shares during the Annual Meeting. This proxy statement contains information that Farmers is required to provide to you under the rules of the Securities and Exchange Commission (the “Commission”) and is intended to assist you in voting your shares.

Who may Vote during the Annual Meeting?

The Board of Directors has set March 8, 2022 as the “record date” for the Annual Meeting. This means that only shareholders of record at the close of business on that date are entitled to notice of, and to vote during, the Annual Meeting or any adjournment(s) or postponement(s) thereof. At the close of business on March 8, 2022, 34,004,914 Common Shares were issued and outstanding. Each Common Share entitles the holder to one vote on each item to be voted upon during the Annual Meeting and there is no cumulative voting.

What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”?

If your Farmers’ shares are registered directly in your name, you are considered the “shareholder of record” of those shares. Farmers has sent these proxy materials directly to all “shareholders of record.” Alternatively, if your Farmers’ shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, which is sometimes called “street name,” then you are the “beneficial owner” of those shares, and these proxy materials were forwarded to you by that organization. The organization holding your shares is the shareholder of record for purposes of voting the shares during the Annual Meeting. As the beneficial owner, you have the right to direct that organization how to vote the Common Shares held in your account by following the voting instructions the organization provides to you.

How do I Vote?

Shareholders of record may vote on matters that are properly presented during the Annual Meeting in four ways:

•

By completing the accompanying proxy and returning it in the envelope provided;

•

By submitting your vote telephonically;

•

By submitting your vote electronically via the Internet before the meeting at www.envisionreports.com/FMNB; or

•

By submitting your vote electronically via the Internet during the meeting at https://meetnow.global/MPZAGMR.

For the Annual Meeting, Farmers is offering shareholders of record the opportunity to vote their Common Shares electronically through the Internet or by telephone by following the procedures described on the enclosed proxy instead of submitting the enclosed proxy by mail. In order to vote via the Internet or by telephone, please have the enclosed proxy in hand, and go to the website listed on the proxy or call the number and follow the instructions. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholder instructions have been recorded properly. Shareholders voting through the Internet should understand that they may bear certain costs associated with Internet access, such as usage charges from their Internet service providers.

If you hold your Common Shares in street name, you should follow the voting instructions provided to you by the organization that holds your Common Shares. If you plan to participate in the live webcast of the Annual Meeting, you will have the opportunity to vote electronically during the meeting.

If you hold your Common Shares in street name and plan to attend the live webcast of the Annual Meeting, you must register in advance. If your Common Shares are held in the name of your broker, bank or other shareholder of record, you must have a legal proxy from the shareholder of record indicating that you were the beneficial owner of the shares on March 8, 2022 in order to attend and vote during the live webcast of the Annual Meeting. Requests for registration must be sent to our transfer agent, Computershare, via email at legalproxy@computershare.com or by mail at Computershare, Farmers National Banc Corp. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001 and include proof of your legal proxy issued by your broker, bank or other shareholder of record. Requests for registration must be labeled as “Legal Proxy” and must be received by Computershare no later than 5:00 p.m., Eastern Time, on April 18, 2022.

How will My Shares be Voted?

If you vote by mail, through the Internet, or by telephone, your Common Shares will be voted as you direct. If you submit a valid proxy prior to the Annual Meeting, but do not complete the voting instructions, your Common Shares will be voted:

•

“FOR” the election of the four Class III director nominees listed under “Proposal One — Election of Directors;”

•

“FOR” the non-binding advisory resolution to approve the compensation of the Company’s named executive officers under “Proposal Two — Advisory Vote on Executive Compensation;”

•

“FOR” the ratification of the appointment of CliftonLarsonAllen LLP as Farmers’ independent registered public accounting firm for the year ending December 31, 2022 under “Proposal Three — Ratification of Selection of Independent Registered Public Accounting Firm;” and

•

“FOR” the adoption and approval of the Company’s 2022 Equity Incentive Plan under “Proposal Four — Adoption and Approval of the Farmers National Banc Corp. 2022 Equity Incentive Plan.”

Can Other Matters be Decided during the Annual Meeting?

On the date that this proxy statement was printed, Farmers was not aware of any matters to be raised during the Annual Meeting other than those included in this proxy statement. If you submit a valid proxy and other matters are properly presented for consideration during the Annual Meeting, then the individuals appointed as proxies will have the discretion to vote on those matters for you.

May I Revoke or Change My Vote?

Yes, proxies may be revoked at any time before a vote is taken or the authority granted is otherwise exercised. Revocation may be accomplished by:

•

executing a later dated proxy with regard to the same Common Shares;

•

executing a later casted Internet or telephone vote with regard to the same Common Shares;

•

giving notice in writing to the Secretary at 20 South Broad Street, Canfield, Ohio 44406; or

•

submitting a later casted vote electronically via the Internet during the live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR.

If your Common Shares are held in street name and you wish to revoke your proxy, you should follow the instructions provided to you by the record holder of your shares. If you wish to revoke your proxy during the live webcast of the Annual Meeting, you must have a legal proxy from the shareholder of record indicating that you were the beneficial owner of the Common Shares on March 8, 2022. Participating in the live webcast of the Annual Meeting will not, by itself, revoke your proxy.

Who Pays the Cost of Proxy Solicitation?

The accompanying proxy is solicited by and on behalf of the Board of Directors, whose notice of meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by Farmers. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, facsimile and electronic mail by directors, officers and employees of Farmers. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of Common Shares held of record by such persons, and Farmers will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.

How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum?

The shareholders present in person (via the live webcast) or by proxy at the Annual Meeting representing not less than one-third of Farmers’ outstanding Common Shares shall constitute a quorum for the Annual Meeting. Consequently, at least 11,334,972 Common Shares must be represented at the Annual Meeting in person (via the live webcast) or by proxy in order to constitute a quorum. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. Street name holders generally cannot vote their Common Shares directly and must instead instruct the broker, bank or other shareholder of record how to vote their Common Shares using the voting

instructions provided by it. If a street name holder does not provide timely instructions, the broker or other nominee may have the authority to vote on some proposals but not others. If a broker or other nominee votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner, this results in a broker non-vote. Broker non-votes on a matter are counted as present for purposes of establishing a quorum for the meeting, but are not considered entitled to vote on that particular matter.

What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement?

The vote required to approve each of the proposals that are scheduled to be presented during the Annual Meeting is as follows:


Proposal		Vote Required

Proposal One — Election of Directors		Election of the four Class III director nominees requires the affirmative vote of the holders of a plurality of the Common Shares present (via the live webcast), represented and entitled to vote during the Annual Meeting. Broker non-votes and proxies marked “WITHHOLD AUTHORITY” will not be counted toward the election of the director or toward the election of an individual nominee and, thus, will have no effect other than that they will be counted for establishing a quorum.

Proposal Two — Advisory Vote on Executive Compensation		The proposal to approve the resolution regarding the compensation of Farmers’ named executive officers requires the affirmative vote of the holders of a majority of the Common Shares present (via the live webcast), represented and entitled to vote during the Annual Meeting. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposal Two. Broker non-votes will not be counted for the purpose of determining whether Proposal Two has been approved. Abstentions will be counted as present and entitled to vote for purposes of Proposal Two and thus will have the same effect as a vote against Proposal Two. As this is an advisory vote, the outcome of the vote is not binding on the Compensation Committee or the Board of Directors with respect to future executive compensation decisions, including those relating to Farmers’ named executive officers or otherwise. However, the Compensation Committee and the Board of Directors expect to take into account the outcome of the vote when considering future executive compensation decisions.


Proposal		Vote Required

Proposal Three — Ratification of Selection of Independent Registered Public Accounting Firm		The proposal to ratify the appointment of Farmers’ independent registered public accounting firm requires the affirmative vote of the holders of a majority of the Common Shares present (via the live webcast), represented and entitled to vote at the Annual Meeting. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposal Three. Abstentions will be counted as present and entitled to vote for purposes of Proposal Three and thus will have the same effect as a vote against Proposal Three.

Proposal Four — Adoption and Approval of the Farmers National Banc Corp. 2022 Equity Incentive Plan		The adoption and approval of the 2022 Equity Incentive Plan requires the affirmative vote of the holders of a majority of the common shares present (via the live webcast), represented and entitled to vote at the Annual Meeting. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposal Four. Broker non-votes will not be counted for the purpose of determining whether Proposal Four has been approved. Abstentions will be counted as present and entitled to vote for purposes of Proposal Four and thus will have the same effect as a vote against Proposal Four.

Under Ohio law, the Articles, and Farmers’ Regulations, the nominees for election as directors who receive the greatest number of votes cast will be elected directors. Each shareholder will be entitled to cast one vote for each Common Share owned, and shareholders may not cumulate votes in the election of directors. Common Shares as to which the authority to vote is withheld are not counted toward the election of directors. However, the Board of Directors has adopted a “Majority Vote Withheld Policy” in the event that “Withhold Authority” has been indicated by a majority of the votes cast with respect to any director in an uncontested election. A summary of this policy is set forth under the caption “CORPORATE GOVERNANCE — Policies of the Board of Directors” beginning on page 11 of this proxy statement.

CORPORATE GOVERNANCE

The Board of Directors — Independence

The Board of Directors is currently comprised of eleven members, four of whom are nominees for re-election during the Annual Meeting. Additional information regarding the director nominees is set forth in “Proposal One — Election of Directors” beginning on page 19 of this proxy statement. The Board of Directors affirmatively determined that each of the directors listed below is an “independent director” under the rules of The NASDAQ Stock Market LLC (“NASDAQ”):


Gregory C. Bestic		Frank J. Monaco
Anne Frederick Crawford		Ralph D. Macali
Terry A. Moore		Edward W. Muransky
David Z. Paull		James R. Smail
Neil J. Kaback		Richard B. Thompson

The only director (or director nominee) of Farmers who has been determined by the Board of Directors not to be independent is Kevin J. Helmick, the Company’s President and Chief Executive Officer.

During 2021, certain current directors and executive officers of Farmers, and their associates, were customers of, and had banking transactions with, various subsidiaries of the Company, including Farmers’ subsidiary bank, The Farmers National Bank of Canfield (“Farmers Bank”). All relationships between any director or executive officer and Farmers or any of its subsidiaries were conducted in the ordinary course of business. Farmers encourages its directors and executive officers to maintain these relationships and expects that these transactions will continue in the future. All loans and loan commitments included in such transactions were made and will be made: (i) in the ordinary course of business; (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Farmers; and (iii) without more than the normal risk of collectability or present other unfavorable features. After reviewing the details of these relationships, the Board of Directors has determined that such relationships do not interfere with the exercise of any director’s independent judgment in carrying out his or her responsibilities.

In assessing the independence of directors, the Board of Directors also considers the business relationships between Farmers and its directors or their affiliated businesses other than ordinary banking relationships, if any. Where such business relationships other than ordinary banking relationships exist, the Board of Directors evaluates the scope and nature of each business relationship. There were no such business relationships between Farmers and its directors or the directors’ affiliated companies that were so considered by the Board of Directors in 2021.

Certain Relationships and Related Transactions

Farmers’ Audit Committee is responsible for reviewing and approving, pursuant to the Company’s written policy, all related party transactions that are material to the Company’s consolidated financial statements or otherwise require disclosure under Item 404 of Regulation S-K. Extensions of credit by Farmers or any of its subsidiaries to “insiders” of the Company or its subsidiaries are also regulated by Regulation O adopted under the Federal Reserve Act and the Federal Deposit Insurance Corporation Improvement Act. It is Farmers’

policy that any transactions with persons whom Regulation O defines as “insiders” (i.e., executive officers, directors, principal shareholders and their related interests) are engaged in the same manner as transactions conducted with all members of the public. Transactions are reviewed and approved by the Board of Directors either on a case-by-case basis (such as loans made by Farmers Bank to an insider) or, in the case of an ongoing relationship, at the outset of the relationship with periodic review. All loans outstanding to insiders of Farmers at any time since January 1, 2021: (i) were made in the ordinary course of business; (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.

Attendance at Meetings

The Board of Directors held 13 meetings during 2021. All incumbent directors attended at least 75% of the total of all meetings of the Board of Directors and any committees thereof on which such director served during the year. In accordance with Farmers’ Corporate Governance Guidelines (the “Corporate Governance Guidelines”), directors are expected to attend all meetings of the Board of Directors, although it is understood that, on occasion, a director may not be able to attend a meeting. Directors are encouraged to participate in the live webcast of the Annual Meeting. All of the current members of the Board of Directors attended virtually the 2021 Annual Meeting held on April 15, 2021, except for Messrs. Kaback, Monaco and Thompson, each of whom were appointed to the Board of Directors after the date of the 2021 Annual Meeting.

Board Leadership Structure and Role in Risk Oversight

During 2021, the Board of Directors appointed James R. Smail as its non-executive Chairman. As Chairman, Mr. Smail presided over meetings of the Board of Directors, consulted and advised the Board of Directors and its committees on the business and affairs of Farmers, and performed other responsibilities as may be assigned by the Board of Directors from time to time. The Board of Directors also appointed David Z. Paull as its non-executive Vice Chairman. As Vice Chairman, Mr. Paull presided over meetings of the Board of Directors in the absence of Mr. Smail, and also consulted and advised the Board of Directors and its committees on the business and affairs of Farmers, and performs other responsibilities as may be assigned by the Board of Directors from time to time. Kevin J. Helmick, as President and Chief Executive Officer, is responsible both for overseeing Farmers’ day-to-day operations and for establishing and leading the execution of the Company’s long-term strategic objectives, subject to the overall direction and supervision of the Board of Directors and its committees. Farmers does not have a formal policy with respect to separation of the offices of Chairman of the Board and Chief Executive Officer, as the Board of Directors believes that flexibility in appointing the Chairman of the Board allows the Board of Directors to make a determination as to such position from time to time and in a manner that it believes is in the best interest of Farmers and its shareholders. The Board of Directors believes that the current structure best serves Farmers because it allows Mr. Helmick to focus on managing the Company’s day-to-day business while allowing an independent director to lead the Board of Directors in its primary role of review and oversight of management. The Board of Directors also believes that its leadership structure has created an environment of open, efficient communication between the Board of Directors and management, enabling the Board of Directors to maintain an active, informed role in risk management by being able to monitor and manage those matters that may present significant risks to Farmers.

The role of the Board of Directors in Farmers’ risk management process includes reviewing regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory and strategic risks. The Board of Directors reviews these reports to enable it to understand and assess Farmers’ risk assessment, risk management and risk mitigation strategies. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of both management and the Board of Directors also have responsibility for risk management. In accordance with the Board Enterprise Risk Management Committee Charter, the Board Enterprise Risk Management Committee assists the Board of Directors in its oversight of management’s implementation and enforcement of Farmers’ policies, procedures and practices relating to: (i) the management of enterprise-wide risk; (ii) compliance with applicable laws and regulations and the maintenance of appropriate regulatory and economic capital and reserve levels; and (iii) the Company’s long-term strategic plans and initiatives. In addition, the Audit Committee assists the Board of Directors in overseeing and monitoring management’s conduct of Farmers’ financial reporting process and system of internal accounting and financial controls. Finally, the Compensation Committee oversees the management of risks relating to executive and non-executive compensation plans and arrangements. While each committee oversees certain risks and the management of such risks, the entire Board is regularly informed of such risks through committee reports.

Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the Board and the following committees: (i) Audit Committee; (ii) Compensation Committee; (iii) Corporate Governance and Nominating Committee; (iv) Board Enterprise Risk Management Committee; and (v) Executive Committee. Each committee other than the Executive Committee meets on a regular basis and each committee reports their deliberations and actions to the full Board of Directors. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee the accounting and financial reporting process of the Company. The Audit Committee also reviews, evaluates and approves all related party transactions. The Audit Committee members currently are Gregory C. Bestic (Chair), Ralph D. Macali, Edward W. Muransky, Frank J. Monaco and Neil J. Kaback, each of whom also served on the Audit Committee during 2021. The Board of Directors has determined that Mr. Bestic, Mr. Kaback, and Mr. Monaco each qualify as an “audit committee financial expert.” Specifically, the Board of Directors has determined that Mr. Bestic, Mr. Kaback, and Mr. Monaco each have all of the attributes listed in the definition of an “audit committee financial expert” set forth in the Instruction to Item 407(d)(5)(i) of Regulation S-K and in the NASDAQ listing requirements. Mr. Bestic acquired these attributes through education and experience as a certified public accountant and, specifically, as a Principal in Schroedel, Scullin & Bestic, LLC, a certified public accounting and strategic advisory firm located in Canfield, Ohio. Mr. Kaback acquired these attributes through education and experience as a certified public accountant and, specifically, as a Partner at Cohen & Company, in their Youngstown, Ohio office. Mr. Monaco acquired these attributes through education and experience as a certified public accountant and, specifically, as a Partner at the 415 Group, Inc., a certified public accounting, business consulting and IT services firm in Canton, Ohio. All of the Audit Committee members are considered independent for purposes of NASDAQ listing requirements. The Audit Committee operates under a written charter, which is reviewed annually by the Audit Committee and the

Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. A copy of the current Audit Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Audit Committee held 7 meetings during 2021.

Compensation Committee

The Compensation Committee establishes policies and levels of reasonable compensation for the executive officers of the Company and generally administers the Company’s incentive compensation programs. The Compensation Committee members currently are David Z. Paull (Chair), Anne Frederick Crawford, Terry A. Moore, James R. Smail and Richard B. Thompson, each of whom also served on the Compensation Committee during 2021. All members of the Compensation Committee are considered independent for purposes of NASDAQ listing requirements. The Compensation Committee operates under a written charter, which is reviewed annually by the Compensation Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. A copy of the current Compensation Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Compensation Committee held 7 meetings during 2021.

Pursuant to the terms of its charter, the Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. In addition, the Compensation Committee may invite such members of management to its meetings, as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions. In addition, the Compensation Committee may delegate to the Chief Executive Officer, or another executive designee, the authority to approve salary and other compensation for employees below the executive officer level in accordance with overall pools, policy guidelines and limits approved by the Committee. Pursuant to its charter, the Compensation Committee 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, without seeking approval of the Board of Directors or management. Additional information regarding the Compensation Committee’s role is set forth in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this proxy statement, beginning on page 28.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s purpose is to: (i) identify and recommend individuals to the Board of Directors for nomination as members of the Board of Directors and its committees; (ii) promote effective corporate governance, including developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company; and (iii) lead the Board of Directors in its annual review of the Board’s performance and the performance of each of its committees. The members of the Corporate Governance and Nominating Committee currently are Terry A. Moore (Chair), Gregory C. Bestic, Anne Frederick Crawford, and Ralph D. Macali, each of whom also served on the Corporate Governance and Nominating Committee during 2021. All members of the Corporate Governance and Nominating Committee are independent for purposes of NASDAQ listing requirements. The Board of Directors has adopted a written charter for the Corporate Governance and Nominating Committee and the Corporate Governance Guidelines, both of which are reviewed annually by the Corporate Governance and Nominating Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. Copies of the Corporate Governance and Nominating Committee Charter and the Corporate Governance Guidelines are available on Farmers’ website at

www.farmersbankgroup.com. The Corporate Governance and Nominating Committee held 6 meetings during 2021.

Board Enterprise Risk Management Committee

The Board Enterprise Risk Management Committee oversees management’s implementation and enforcement of the Company’s policies, procedures and practices relating to the management of enterprise-wide risk. The members of the Board Enterprise Risk Management Committee currently are James R. Smail (Chair), Edward W. Muransky, David Z. Paull, Frank J. Monaco, Neil J. Kaback and Richard B. Thompson, each of whom also served on the Board Enterprise Risk Management Committee during 2021. The Board Enterprise Risk Management Committee operates under a written charter, which is reviewed annually by the Board Enterprise Risk Management Committee and the Board of Directors. A copy of the current Board Enterprise Risk Management Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Board Enterprise Risk Management Committee meets on a regular basis with Mr. Helmick and other executive officers of Farmers. The Board Enterprise Risk Management Committee held 4 meetings during 2021. Additional information regarding the Board Enterprise Risk Management Committee’s role is set forth in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this proxy statement, beginning on page 28.

Executive Committee

The Executive Committee is authorized to act on behalf of the Board of Directors on all corporate actions for which applicable law does not require participation by the full Board. All actions taken by the Executive Committee must be reported at the next meeting of the Board of Directors. The current members of the Executive Committee are David Z. Paull (Chair), James R. Smail, Kevin J. Helmick, and Terry A. Moore, each of whom also served on the Executive Committee during 2021. The Executive Committee operates under a written charter, which is reviewed annually by the Executive Committee and the Board of Directors. A copy of the current Executive Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Executive Committee held 8 meetings in 2021.

Policies of the Board of Directors

Majority Withheld Vote

The Board of Directors recognizes that, pursuant to Section 1701.55(B) of the Ohio Revised Code, director nominees who receive the greatest number of shareholder votes are automatically elected to the Board of Directors, regardless of whether the votes in favor of such nominees constitute a majority of the voting power of Farmers, because our Articles do not include alternative election standards. Nevertheless, the Board of Directors has adopted a policy that, in an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”), should promptly tender his or her resignation to the Chairman of the Board of Directors. Thereafter, the Corporate Governance and Nominating Committee will consider the tendered resignation and recommend to the Board of Directors whether to accept or reject it. In considering whether to recommend to the Board of Directors to accept or reject the tendered resignation, the Corporate Governance and Nominating Committee will consider all information and factors deemed relevant, including, without limitation: (i) the reasons (if any) given by shareholders as to why they withheld their votes, and (ii) the qualifications and performance of the tendering director(s) and his or her contributions to the Board of

Directors and Farmers. The Board of Directors will act on any tendered resignation within 90 days following certification of the shareholder vote. Following the Board of Directors’ determination, Farmers will promptly disclose the Board’s decision whether to accept or reject the director’s resignation offer (and, if applicable, the reasons for rejecting the resignation offer) in a press release and in a Current Report on Form 8-K. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Corporate Governance and Nominating Committee’s consideration or action by the Board of Directors regarding whether to accept the resignation offer. If a majority of the Board of Directors receives a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote will consider the resignation offers and whether to accept or reject them.

Director Nominations

The Corporate Governance and Nominating Committee will consider candidates for director, including those recommended by a shareholder who submits the person’s name and qualifications in writing. Although the Corporate Governance and Nominating Committee has not specified minimum qualifications for a recommended candidate, and does not consider shareholder recommended candidates differently from other candidates, the Committee considers the fit of an individual’s skills with those of other directors and potential directors in building a Board that is effective and responsive to the needs of the Company and its shareholders. The following attributes are considered important to such consideration, but all may not necessarily be possessed by any one director candidate:

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personal qualities and characteristics, accomplishments and reputation in the business community, including high personal and professional values, ethics and integrity;

•

current knowledge and contacts in the communities in which Farmers does business;

•

ability and willingness to commit adequate time to diligently attend to Board of Directors and committee matters;

•

ability to think and act independently yet constructively in a mutually respectful environment;

•

diversity of viewpoints, background, experience and other demographics; and

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the ability of the nominee to satisfy the independence requirements of NASDAQ.

While the Board of Directors does not have a formal diversity policy, diversity of viewpoints, background, experience and other demographics are criterion on which the Corporate Governance and Nominating Committee bases its evaluation of potential candidates for director positions. When identifying first-time candidates or nominees for director, or in evaluating individuals recommended by shareholders, the Corporate Governance and Nominating Committee will consider diversity, the current composition of the Board of Directors in light of the diverse communities and geographies Farmers serves, and the interplay of the candidate’s or nominee’s experience, education, skills, background, gender, race, ethnicity and other qualities and attributes with those of the other Board members. The inclusion of diversity in the listed criteria reflects the Board of Directors’ belief that diversity is an important component of an effective Board and the Corporate Governance and Nominating Committee evaluates each potential director candidate on their specific skills, expertise and background, as well as traditional diversity concepts.

In addition to recommendations presented by shareholders, the Board of Directors maintains a current list of potential director candidates that fit the characteristics and qualifications of the Corporate Governance and Nominating Committee, which it considers from time to time to fill director vacancies or for director nominations. The Corporate Governance and Nominating Committee makes its recommendation regarding nominations to the Board of Directors, and nominees are selected by the Board of Directors.

Board Diversity Matrix

In 2021, NASDAQ amended its listing rules to require diverse board composition and disclosure of specified diversity metrics, subject to certain exceptions and transition periods. In accordance with NASDAQ rules, the table below provides the composition of our Board of Directors based on voluntary self-identification of gender identity and other demographics. Each of the categories listed in the below table has the meaning as it is used in the NASDAQ rules and related guidance and instructions.

Board Diversity Matrix (As of March 17, 2022)

Total Number of Directors

Female

Male

Non-Binary

Did Not
Disclose
Gender

Part I: Gender Identity

Directors

–

Part II: Demographic Background

African American or Black

–

Alaskan Native or Native American

–

Asian

–

Hispanic or Latinx

–

Native Hawaiian or Pacific Islander

–

White

–

Two or More Races or Ethnicities

–

LGBTQ+

–

Did Not Disclose Demographic Background

Code of Regulations

Under the Regulations, a shareholder entitled to vote for the election of directors who intends to nominate a director for election must deliver written notice to the Secretary of Farmers no later than 90 days and no earlier than 120 days in advance of such meeting; provided, however, that if less than 90 days’ notice or prior disclosure of the date of the meeting is given or made to shareholders, written notice to the Secretary of the Company must be delivered or mailed not later than the close of business on the seventh day following the date on which notice of such meeting is first given or made to shareholders. The Board of Directors has adopted a policy that annual meetings of shareholders will be held on the third Thursday of April of each year unless and until publicly announced otherwise, consistent with our general past practice and the Regulations. Accordingly, for purposes of the 2023 Annual Meeting intended to be held on April 20, 2023, a nomination of a director for election must be received by Farmers’ Secretary no earlier than December 21, 2022 and not later than January 20, 2023.

Corporate Governance Guidelines

The Corporate Governance Guidelines also formalize certain aspects of Farmers’ shareholder nomination process. Pursuant to the Regulations and/or the Corporate Governance Guidelines, each shareholder notice must include the following information regarding a director candidate:

the name, age, business address and residence address of the candidate;

the information required of director nominees under Item 401(a), (d), (e), and (f) of Regulation S-K (relating to the nature and existence of certain business, family, and/or legal relationships between the candidate and Farmers, as well as the candidate’s prior business and directorship experience);

the number and class of all shares of each class of stock of the Company owned of record and beneficially owned by the candidate, as reported to the nominating shareholder by the candidate;

the information required of nominees under Item 404(a) of Regulation S-K (relating to the nature and existence of current or potential related party transactions between the candidate and Farmers);

a description of why the candidate meets the director criteria set forth in the Corporate Governance Guidelines;

a qualitative description of the specific talents and skills that the candidate would offer in service to the Company;

any written or oral agreement or understanding with the nominating shareholder or any other person that relates in any way to Farmers or how the candidate would vote or serve as a director;

a completed copy of the Company’s Questionnaire for New Director Candidates;

all financial and business relationships of the candidate, or of any organization of which the candidate is an executive officer or principal shareholder or otherwise controls, with Farmers, the nominating shareholder or, to the candidate’s knowledge, any other shareholder of the Company that is acting in concert with the nominating shareholder; and

10.

the consent of the candidate to serve as a director of Farmers if so elected.

In addition, the shareholder notice must also include the following information regarding the shareholder making the nomination:

the name and address of the shareholder making the nomination;

the number and class of all shares of each class of stock of Farmers owned of record and beneficially owned by the shareholder;

a representation that the shareholder is a holder of record of Common Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person specified in the notice;

a description of any arrangements between the shareholder and the candidate pursuant to which the nominations are to be made;

a description of any relationships, including business relationships, between the shareholder and the candidate;

whether the shareholder is acting in concert with any person with respect to the Common Shares;

whether the shareholder owns, holds or has the power to vote, individually or in concert with any other person, 5% or more of any class of voting stock of any other organization that competes with the Company;

the information required by Item 401(f) of Regulation S-K (relating to the nature and existence of certain legal proceedings involving Farmers and the nominating shareholder) and whether the shareholder has been or is currently subject to any enforcement action or penalty or, to the shareholder’s knowledge, is currently under any investigation that could lead to such an enforcement action or penalty or criminal action;

whether the shareholder is acting on behalf of, or at the request of, any other shareholder; and

if the shareholder is other than an individual (i) the names of the shareholder’s five most senior executive officers (or persons performing similar roles), (ii) the names and addresses of each person that has a 10% or more voting, ownership or economic interest in the shareholder and the respective amounts of such interests, (iii) the names and addresses of each person that would be deemed to control the shareholder and (iv) the name and address of any advisor to the shareholder that has the principal responsibility for its investment or voting decisions.

In the case of any investment fund or similar organization that is a nominating shareholder, these shareholder disclosure obligations shall also apply to the principal advisor to the fund. Also, if the shareholder is other than an individual, these disclosure requirements apply to the shareholder’s principal shareholders, executive officers and other controlling parties.

During the course of any candidate’s consideration, the Corporate Governance and Nominating Committee may request additional information through written director questionnaires and further communications to assess whether the candidate satisfies, in the view of the committee, requirements of the Company’s Corporate Governance Guidelines, Director Code of Ethics, and other policies applicable to members of the Board of Directors and its committees.

If a nominating shareholder or director candidate believes that information supplied in response to any of the above inquiries is confidential, the shareholder or nominee may request confidential treatment for such information. In such event, the information shall be maintained on a confidential basis unless the Corporate Governance and Nominating Committee is advised by counsel that disclosure is appropriate in connection with the solicitation of proxies relating to the director candidate.

In the event that it is subsequently determined that any of the information provided by the candidate or nominating shareholder is materially inaccurate, a director candidate who provided the materially inaccurate information or whose nominating shareholder provided the materially inaccurate information shall be required to resign from the Board of Directors, and, in the event of a refusal to resign, such a determination shall constitute grounds for removal from the Board of Directors, unless it is determined by the Corporate Governance and Nominating Committee that the inaccuracy was inadvertent.

Shareholder Proposals for 2023 Annual Meeting

Proposals by shareholders intended to be presented during the 2023 Annual Meeting must be received by the Secretary of Farmers no later than November 17, 2022, to be eligible

for inclusion in Farmers’ proxy, notice of meeting, and proxy statement relating to its 2023 Annual Meeting. Farmers will not be required to include in its proxy, notice of meeting, or proxy statement, a shareholder proposal that is received after that date or that otherwise fails to meet the requirements for shareholder proposals established by the applicable Commission rules.

If a shareholder intends to submit a proposal during the 2023 Annual Meeting that is not eligible for inclusion in the proxy materials relating to the meeting, and the shareholder fails to give the Company notice in accordance with the requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by January 31, 2023, then the proxy holders will be allowed to use their discretionary authority with respect to such proposal if the proposal is properly raised during the 2023 Annual Meeting. The submission of such a notice does not ensure that a proposal can be raised during the 2023 Annual Meeting.

In each case written notice must be given to Farmers, addressed to its Corporate Secretary, at the following address: 20 South Broad Street, Canfield, Ohio 44406.

Shareholder Communications with Directors

All written communications addressed to an individual director at Farmers’ address or to one of the offices of a subsidiary of the Company, except those clearly of a marketing nature, will be forwarded directly to the director. All written communications addressed to the Board of Directors at Farmers’ address or to one of the offices of a subsidiary of the Company will be presented to the full Board of Directors at a meeting of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Farmers’ directors, officers and persons who own beneficially more than 10% of its Common Shares (“Section 16 Filers”) to file reports of ownership and transactions in the Common Shares with the Commission and to furnish the Company with copies of all such forms filed. Based solely on the review of copies of reports furnished to us or written representations that no reports were required, we believe that all Section 16(a) filing requirements were met in the last fiscal year by our Section 16 Filers, with the following exceptions:

•

A Form 4 filing on behalf of director Edward W. Muransky for Common Shares acquired on July 30, 2021 and August 2, 2021 was inadvertently filed late on August 24, 2021 to report the transactions by Mr. Muransky.

•

A Form 3 filing on behalf of officer James M. Gasior on November 9, 2021 inadvertently (i) understated the number of Common Shares Mr. Gasior held directly, and (ii) omitted the number of Common Shares held indirectly by Mr. Gasior in the Company’s 401(k) Plan, and subsequently, the Common Shares were inadvertently omitted from a Form 4 filing. An amendment of Mr. Gasior’s Form 3 filing was subsequently made on November 22, 2021 to report the correct number of Common Shares held by Mr. Gasior.

•

A Form 3 filing on behalf of officer Timothy Carney on November 9, 2021 inadvertently (i) understated the number of Common Shares Mr. Carney held directly, and (ii) omitted the number of Common Shares held indirectly by Mr. Carney in the Company’s 401(k) Plan, and subsequently, the Common Shares were inadvertently omitted from a Form 4 filing. Amendments of Mr. Carney’s Form 3 filing were subsequently made on November 22, 2021, February 2, 2022 and February 3, 2022 to report the correct number of Common Shares held by Mr. Carney.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES

The following sections describe Farmers’ efforts and commitment to promote environmental sustainability, social responsibility and sound corporate governance.

Environmental Sustainability

Farmers has and continues taking steps to reduce our carbon footprint across all aspects of our operations and service delivery channels. In the last decade Farmers has expanded our technology to significantly reduce paper usage and waste by introducing mobile banking, e-signatures, electronic documents for loan applications, account openings, paperless statements as well as many of our internal communications and documentation. In the last three years Farmers has transitioned 90% of its previously all-paper HR processes (applications, employee records, performance reviews) to digital records eliminating the need for hard copy employee files. We have also increased our use of digital media and video conferencing to reduce employee travel between locations and the needless printing of notes. In addition, we continue to develop technology-based solutions for our clients and our employees.

Particularly as we continue to provide remote work opportunities and flexible scheduling options to employees, we are currently and will continue to evaluate our overall office space needs. New branches are constructed using a smaller floor plan and motion sensor lighting to reduce energy consumption.

Social Responsibility

Farmers, through its subsidiaries, has always been a strong supporter of the communities in which we work and live. Last year, Farmers donated more than $400,000 to non-profit organizations, charitable enterprises and community organizations. Farmers is proud to have partnered with Akron Children’s Hospital, The Beatitude House, Apprisen, and many local foodbanks and Boys & Girls Clubs across our entire footprint. Along with financial support, Farmers’ executives have recently and successfully served as Campaign Chairs for United Way and The American Heart Association. As Chair for the United Way, CEO Kevin Helmick led the second-most successful campaign ever in Mahoning Valley, raising over $3.38 million dollars. Additionally, our employees gave generously of their time and money working on community service projects throughout the year and donating to local charities as well as national organizations such as United Way. In 2021 our employees pledged approximately $45,000 to United Way.

In addition to being good corporate citizens for our communities, Farmers is focused on enhancing our culture and environment internally. As in 2020, when the COVID-19 pandemic created unprecedented challenges around the world, 2021 had significant disruptions that greatly affected our employees. Farmers continues to provide remote work opportunities to employees as well as flexible scheduling options. The Company also instituted new compensation guidelines resulting in increases for the majority of our front-line staff.

Farmers firmly believes that we have an obligation to lead the way in ensuring a comfortable and supportive culture. Our Diversity and Inclusion Statement clearly establishes our commitment to fairness and inclusivity:

WE STAND STRONGER TOGETHER

Farmers is not merely a bank. Farmers is a Community Bank. We embrace a business model reflective of the human diversity, values and strengths of the local communities we serve.

As our communities grow in diversity, Farmers is growing its capacity as a corporate citizen promoting and honoring diversity, inclusion and equality among our stakeholders—shareholders, employees, customers, vendors and communities.

Our commitment is reflected in our equitable hiring and loan-making policies, our vendor selection, and our enlightened and substantial charitable giving program.

Promoting diversity is both the morally correct and intelligent thing to do, because our stakeholders stand stronger together when differences are respected, valued and celebrated.

Farmers is proud to employ a diverse workforce that includes an executive management team that is 20% minority and/or female.

Corporate Governance

The Company is committed to maintaining a culture of strong corporate governance through the dedicated adherence to the rules and regulations as defined by the Federal Reserve, Office of the Comptroller of Currency, the Commission, NASDAQ and all federal, state and local laws. Oversight is maintained by our Board of Directors, the Audit and Board Enterprise Risk Management Committees of the Board of Directors, as well as through internal controls of Farmers Bank, along with regular, consistent reviews by our independent registered public accounting firm and banking regulators.

Our Code of Business Conduct and Ethics can be found on Farmers’ website at www.farmersbankgroup.com under the “Investor Relations” section. Additionally, Farmers Bank maintains an internal board of directors consisting of the Farmers Bank’s executive management team. Both the Farmers Board of Directors and the Farmers Bank board of directors meet monthly to plan strategy, execute tactics and review the health and soundness of the Company.

Farmers is committed to doing the right thing for each of our four constituencies: Shareholders, Clients, Employees and our Communities. We will conduct our business in accordance with our Core Values of Integrity, Respect, Diligence, Stewardship, Commitment, Relationships and Performance.

Additional information regarding our corporate governance practices is set forth in the discussion under the caption “CORPORATE GOVERNANCE” beginning on page 7 of this proxy statement.

PROPOSAL ONE — ELECTION OF DIRECTORS

In accordance with the provisions of Farmers’ Regulations, the Board of Directors has fixed the number of directors at eleven for the upcoming Annual Meeting. The Board of Directors is currently divided into three classes, each with three-year terms. This year, the Corporate Governance and Nominating Committee has recommended to the Board of Directors the re-nomination of four of the Class III directors for election to serve as Class III directors for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2025. If these nominees are elected, there will be four directors serving in Class I, three directors serving in Class II, and four directors serving in Class III.

Set forth below for each of the nominees for election and for each director whose term will continue after the Annual Meeting is a brief statement, including age, principal occupation and business experience during at least the past five years. In addition, the following information provides the Corporate Governance and Nominating Committee’s evaluation regarding the nomination of the director nominees and the key attributes, skills, and qualifications presented by the director nominees and the continuing directors. The following information, as of March 8, 2022, with respect to the age, principal occupation or employment, other affiliations and business experience during at least the last five years of each director and director nominee, has been furnished to Farmers by each director nominee and director. Except where indicated, no corporation is a parent, subsidiary, or other affiliate of Farmers.

Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Corporate Governance and Nominating Committee and approved by the Board of Directors. The Corporate Governance and Nominating Committee has no reason to believe that any nominee named will be unable to serve if elected.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH OF THE FOLLOWING DIRECTOR NOMINEES.

NOMINEES FOR ELECTION AS CLASS III DIRECTORS

(Term Expiring in 2025)

CLASS I DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2023)

CLASS II DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2024)

BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of March 8, 2022, regarding beneficial ownership of the Common Shares by each director, each director nominee, each of the named executive officers of Farmers appearing in the Summary Compensation Table, all directors, named executive officers, and other executive officers of the Company as a group, and each person known to Farmers to own 5% or more of its Common Shares. In addition, unless otherwise indicated, all persons named below can be reached at Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406.


Name	Total Beneficial Ownership⁽¹⁾			Percent of Outstanding⁽²⁾
Gregory C. Bestic		56,097	⁽³⁾		*
Anne Frederick Crawford		87,487	⁽⁴⁾		*
Neil J. Kaback		20,097			*
Ralph D. Macali		60,536	⁽⁵⁾		*
Frank J. Monaco		6,315	⁽⁶⁾		*
Terry A. Moore		58,340	⁽⁷⁾		*
Edward W. Muransky		104,482	⁽⁸⁾		*
David Z. Paull		45,042	⁽⁹⁾		*
James R. Smail		1,675,017	⁽¹⁰⁾		4.93	%
Richard B. Thompson		301,268	⁽¹¹⁾		*
Troy Adair		15,747	⁽¹²⁾		*
Carl D. Culp		71,537	⁽¹³⁾		*
Kevin J. Helmick		167,555	⁽¹⁴⁾		*
Timothy F. Shaffer		38,262	⁽¹⁵⁾		*
Amber Wallace Soukenik		38,345	⁽¹⁶⁾		*
Mark Wenick		21,211	⁽¹⁷⁾		*
Total (16 directors and executive officers)		2,767,337			8.14	%

5% Or Greater Shareholders
Black Rock, Inc. 55 E. 52^nd Street New York, NY 10055		2,007,713	⁽¹⁸⁾		5.90	%

*	Less than 1%

(1)

The amounts shown represent the total outstanding Common Shares beneficially owned by the individuals or the Common Shares issuable upon the exercise of stock options within 60 days of March 8, 2022 (although no such stock options were outstanding on that date). Unless otherwise indicated, each individual has sole voting and dispositive power with respect to the Common Shares indicated.

(2)

For all directors and executive officers, the percentage of class is based upon the sum of: (i) 34,004,914 Common Shares issued and outstanding on March 8, 2022; and (ii) the number of Common Shares, if any, as to which the named individual or group has the right to acquire beneficial ownership upon the exercise of stock options within 60 days of March 8, 2022 (although no such stock options were outstanding on that date).

(3)	Mr. Bestic owns his Common Shares jointly with his spouse and he shares voting and dispositive power with respect thereto.

(4)	Amount includes (i) 73,025 Common Shares held by a trust over which Ms. Crawford and her spouse are trustees and she shares voting and dispositive power thereto with her spouse, (ii) 10,293 Common Shares held by trusts over which Ms. Crawford’s

spouse is trustee with voting and dispositive power, and (iii) 4,034 Common Shares held in IRAs in Ms. Crawford’s name.

(5)

Amount includes (i) 9,189 Common Shares held in Mr. Macali’s IRA, (ii) 36,750 Common Shares held by a partnership over which Mr. Macali has sole voting and dispositive power, and (iii) 503 Common Shares owned by Mr. Macali’s spouse over which his spouse has voting and dispositive power. Amount does not include 20,507 Common Shares held by a trust over which Mr. Macali has voting and dispositive power but disclaims beneficial ownership.

(6)	Amount includes 5,000 Common Shares Mr. Monaco owns jointly with his spouse and he shares voting and dispositive power with respect thereto.

(7)

Amount includes (i) 10,100 Common Shares Mr. Moore owns jointly with his spouse with respect to which he shares voting and dispositive power, (ii) 6,700 Common Shares held in Mr. Moore’s IRA, and (iii) 9,862 Common Shares owned directly and indirectly by Mr. Moore’s spouse, over which Mr. Moore’s spouse has voting and dispositive power.

(8)	Amount includes (i) 9,900 Common Shares held in Mr. Muransky’s IRA, (ii) 37,206 Common Shares held in the Edward W. Muransky Trust, and (iii) 2,900 Common Shares owned by Mr. Muransky’s spouse.

(9)	Amount includes (i) 29,723 Common Shares jointly owned with Mr. Paull’s spouse, over which Mr. Paull shares voting and dispositive power, and (ii) 4,845 Common Shares held in Mr. Paull’s IRA.

(10)	Amount includes (i) 9,034 Common Shares held in the James Smail IRA, and (ii) 12,807 Common Shares held in the James R. Smail Trust.

(11)	Amount includes 299,665 Common Shares held in the Richard B. Thompson Trust.

(12)	Amount includes 1,000 Common Shares included in Mr. Adair’s IRA.

(13)	Amount includes (i) 60,755 Common Shares Mr. Culp owns jointly with his spouse with respect to which he shares voting and dispositive power, and (ii) 10,024 Common Shares held by Mr. Culp in the Company’s 401(k) Plan.

(14)

Amount includes (i) 89,525 Common Shares Mr. Helmick owns jointly with his spouse with respect to which he shares voting and dispositive power, (ii) 4,032 Common Shares held in Mr. Helmick’s IRA, (iii) 2,440 Common Shares held in Mr. Helmick’s spouse’s IRAs, (iv) 24,488 Common Shares owned by Mr. Helmick’s children over which Mr. Helmick has voting and dispositive power, and (v) 13,329 Common Shares held in the Company’s 401(k) Plan.

(15)	Amount includes 29,351 Common Shares owned jointly with Mr. Shaffer’s spouse with respect to which he shares voting and dispositive power.

(16)	Amount includes 2,000 Common Shares Ms. Soukenik owns jointly with her spouse with respect to which she shares voting and dispositive power.

(17)	Amount includes (i) 2,400 Common Shares included in Mr. Wenick’s IRA, and (ii) 5,104 Common Shares Mr. Wenick owns jointly with his spouse and he shares voting and dispositive power with respect thereto.

(18)

According to a Schedule 13G/A filed February 1, 2022, Blackrock, Inc. possessed sole power to vote with respect to 1,948,612 of these Common Shares, sole power to direct the disposition with respect to all of these Common Shares, and shared power to vote and shared power to direct the disposition with respect to none of these Common Shares.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following Compensation Discussion and Analysis provides information regarding Farmers’ executive compensation programs and includes the following segments: (i) Executive Summary, (ii) Compensation Committee’s Philosophy on Executive Compensation, (iii) 2021 Named Executive Officers Compensation, and (iv) Other Elements of our Executive Compensation Programs. For 2021, our named executive officers were:


Name		Title

Kevin J. Helmick		President and Chief Executive Officer

Troy Adair⁽¹⁾		Executive Vice President, Chief Financial Officer and Secretary

Carl D. Culp⁽²⁾		Former Senior Executive Vice President, Chief Financial Officer and Secretary

Timothy F. Shaffer⁽³⁾		Executive Vice President, Chief Credit Officer

Amber Wallace Soukenik		Executive Vice President, Chief Retail and Marketing Officer

Mark Wenick		Executive Vice President, Chief Wealth Management Officer
(1) Mr. Adair was appointed Executive Vice President of Finance of Farmers Bank effective June 21, 2021 and assumed the role of Executive Vice President and Chief Financial Officer of Farmers Bank and the Company on August 15, 2021. (2) Mr. Culp retired effective August 15, 2021. (3) Mr. Shaffer was appointed Interim Chief Credit Officer effective January 1, 2021. Effective March 15, 2021, Mr. Shaffer was promoted to Executive Vice President of the Company and Chief Credit Officer of Farmers Bank.

Executive Summary

Farmers continued to deliver strong financial performance in 2021, in terms of both past performance and relative to the performance of our peer financial institutions. We also believe that the compensation of our executive team continued to reflect their successful efforts in strong alignment with the Company’s financial performance.

2021 Financial Performance Highlights

•

Our 2021 adjusted net income increased to $62.3 million, or $2.13 earnings per diluted share, compared to $44.1 million or $1.55 earnings per diluted share for 2020. This financial metric was one of the three objective elements of our 2021 annual cash incentive plan (the “Annual Incentive Plan”). The target performance level for this metric was $1.39 and the maximum was $1.46, so our strong performance resulted in payouts to our named executive officers at the maximum level of 150% on this financial performance metric.

•

Our 2021 annualized return on average assets as adjusted was 1.83% compared to 1.55% for 2020. This financial metric was the second objective element of our Annual Incentive Plan, with a target of 1.30% and a maximum of 1.37%, so our performance on this metric resulted in payouts at the maximum level of 150% on this financial performance metric.

•

Our 2021 efficiency ratio as adjusted improved to 46.33% compared to 51.52% for 2020. This financial metric was the third objective element of our Annual Incentive Plan, with a target level of 55.00% and a maximum of 53.75%, so our improved performance resulted in payouts at the maximum level of 150% on this financial performance metric.

•

On November 1, 2021, we completed the acquisition by merger of Cortland Bancorp. (“Cortland”), the holding company for The Cortland Savings and Banking Company, with branches located in Trumbull, Mahoning, Portage, Summit and Cuyahoga Counties in Ohio. The transaction increases our market share in those counties and enables Farmers to continue building local scale throughout Northeast Ohio. Our 2021 financial information summarized above was adjusted for non-recurring expenses, including expenses incurred in connection with the Cortland merger.

•

Farmers is proud to have delivered strong financial performance again despite the ongoing economic and operational challenges stemming from the COVID-19 pandemic. With a focus on staying the course in terms of our traditional conservative values, adapting efficiently to emerging marketplace opportunities, and catering to the needs of the communities we serve, we continue to deliver record earnings and superior returns to our stakeholders. The Compensation Committee monitored closely the potential impacts of the COVID-19 pandemic on Farmers’ pay programs during 2021 and, based on the consistent financial performance of Farmers despite the challenges posed by the ongoing pandemic, ultimately determined that no adjustments were warranted with respect to base pay, the objective performance metrics and targets of the annual incentive plan, or outstanding awards under the long-term incentive plan.

2021 Significant Compensation Results

Annual Incentive Compensation Results from Financial Performance

•

We maintained the structure of our Annual Incentive Plan for executive officers in 2021, comprised of three objective corporate level financial metrics: (i) earnings per share, (ii) annualized return on average assets, and (iii) corporate efficiency ratio. Mr. Shaffer, Ms. Soukenik and Mr. Wenick had additional objective metrics based on their respective areas of responsibility. We also retained a subjective element for each named executive officer, with a weighting of 20% for Messrs. Helmick, Culp and Adair, 15% for Mr. Shaffer, 10% for Ms. Soukenik and 25% for Mr. Wenick. The subjective factor is evaluated based on a scorecard assessment of each individual’s performance. All elements and results of our 2021 Annual Incentive Plan for our named executive officers is more fully described under “2021 Named Executive Officers Compensation – Annual Incentive Plan” beginning on page 34. The following is a tabular summary of our objective 2021 Annual Incentive Plan payouts based on our 2021 adjusted financial results:


Performance Metrics	Target		Actual		Payout %
Earnings Per Share	$	1.39	$	2.13		150	%
Return on Average Assets		1.30%		1.83%		150	%
Efficiency Ratio		55.00%		46.33%		150	%

Long-term Incentive Compensation Results from Financial Performance

•

During 2021 we continued to grant equity-based long-term incentive compensation awards under our 2017 Equity Incentive Plan and cash-based long-term incentive

compensation awards under our long-term cash incentive compensation plan (“LTI Cash Program”) to help achieve our recruiting, retention, and long-term performance goals. We maintained the following allocation of our total long-term compensation target opportunities: 25% service-based equity awards subject to three-year cliff vesting, 50% performance-based equity awards subject to vesting determined by our average return on equity (“ROE”) compared to the ROE performance of our peer group of banking companies over a three-year period, and 25% performance-based cash awards subject to vesting determined by our total shareholder return (“TSR”) compared to peer group performance over a three-year period.

•

Our performance for the long-term incentive compensation awards we issued in 2019 for the three-year period that ended on December 31, 2021 resulted in the maximum percentage payouts, based on Farmers’ performance at the 100^th percentile relative to its peer group for the three-year performance period, as described more fully under “2021 Named Executive Officers Compensation – Long-Term Incentive Compensation Plans” beginning on page 38:


	Weight⁽¹⁾			Target			Actual Percentile			Percentage Payout
Relative Average ROE⁽²⁾		50	%		50	^th		100.0	%		200.0	%
Relative TSR⁽³⁾		25	%		50	^th		100.0	%		200.0	%

(1)

Weighting percentage based on total target long-term incentive opportunity.

(2)

Equity-based award with performance and vesting determined as a percentile compared to the average annual return on equity of peer group companies for the three-year period ending December 31, 2021. These equity-based awards were granted at the maximum payout level of 200% of target opportunity, so the percentage payout opportunities ranged from 10% vesting for attaining the threshold 25^th percentile of the peer group, 25% for performing at the 50^th percentile, and 100% for performing at or above the 75^th percentile.

(3)

Cash-based award with performance and vesting determined as a percentile compared to the total shareholder return of peer group companies for the three-year period ending December 31, 2021. Percentage payout opportunity ranged from 20% at the threshold 25^th percentile of the peer group, 100% for performing at the 50^th percentile, and 200% vesting for performing at or above the 75^th percentile.

Linkages between our financial performance and the resulting payouts for our named executive officers under our annual and long-term incentive programs are described more fully under the caption “2021 Named Executive Officers Compensation” beginning on page 33 in this Compensation Discussion and Analysis.

Portions of the foregoing and certain following financial presentations in this Compensation Discussion and Analysis include the use of both GAAP (generally accepted accounting principles) and non-GAAP financial measures. We use these financial measures to monitor and evaluate our on-going performance and allocate resources, and we believe that these additional non-GAAP measures are useful to investors for financial analyses of Farmers. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measure can be found on Appendix B to this proxy statement.

Compensation Committee’s Philosophy on Executive Compensation

Our goal is to hire and retain an executive management team that we believe will create both short-term and long-term institutional success. We seek to achieve this goal by providing a fair, competitive compensation package that includes substantial performance-based, at-risk pay components that are aligned with the Company’s financial performance and strategic plans. We believe in directly linking pay to financial performance, so we structure our compensation plans to drive successful annual and long-term financial performance and ultimately align with long-term shareholder value. We also seek to implement compensation programs that appropriately balance risk and financial results so that our compensation programs maintain and promote our overall safety and soundness.

Each named executive officers’ compensation currently consists of three primary elements: base salary, annual cash incentive compensation, and long-term incentive compensation. Named executive officers are also eligible to receive matching contributions to their 401(k) retirement plan accounts, discretionary additional contributions to voluntary deferrals of compensation in a nonqualified deferred compensation plan, and limited perquisites. To help retain a stable executive management team, we have adopted an Executive Separation Policy and have entered into change in control agreements that provide severance benefits upon certain terminations of our executive officers.

We evaluate annually all of our compensation programs, policies, and payouts to assess whether our compensation structure continues to align with our philosophy of paying for financial performance as a means of promoting long-term shareholder value. Based on this evaluation, we determined in 2021 to maintain the general structural elements of our executive compensation programs as described below.

The Role of the Compensation Committee in Determining Executive Compensation

The Compensation Committee oversees the compensation of our named executive officers and establishes our executive compensation philosophy, policies, elements, plans, and arrangements. In addition, the Compensation Committee evaluates the performance of our chief executive officer and, with the input of our chief executive officer, our other executive officers, in order to determine appropriate compensation adjustments as well as future compensation decisions. The Compensation Committee annually evaluates the alignment of pay and performance of our chief executive officer and chief financial officer. The Compensation Committee also reviews overall corporate policies regarding compensation and benefit programs that are generally available to all employees in connection with its annual assessment of risk-based compensation and may make recommendations concerning those programs based thereon.

Although the Compensation Committee has authority to approve individual compensation arrangements, as well as authority to engage legal advisors and compensation consultants for advice on compensation issues, the Compensation Committee does not act entirely autonomously in considering and implementation of our compensation plans. For example, the Compensation Committee recommends the terms of plans such as our 2017 Equity Incentive Plan, subject to final approval of the full independent Board of Directors, and may from time to time request management to provide financial, tax, accounting, or operational information relevant to Compensation Committee deliberations.

Role of Compensation Consultant

The Compensation Committee has engaged Pay Governance, LLC (“Pay Governance”) as its outside independent compensation consultant since 2011. The Compensation Committee determined to continue to engage Pay Governance for 2021. Pursuant to its engagement terms, Pay Governance reviews, analyzes and provides advice regarding our executive officer and director compensation programs in relation to the objectives of those programs, including comparisons to designated peer group companies and to current best practices, and also provides information and advice on competitive compensation practices and trends, along with specific views on our compensation programs. In its role as independent compensation consultants, Pay Governance representatives engage in regular discussions with the Compensation Committee and respond to questions from the Committee and the Committee’s other advisors in providing opinions with respect to the design and implementation of current or proposed compensation programs. During 2021, Pay Governance reported directly to the Compensation Committee and the Committee retains the sole authority to retain or terminate Pay Governance. Pay Governance did not provide additional services to the Company or its affiliates in an amount in excess of $120,000 during 2021.

Compensation Consultant Independence

The Compensation Committee has the responsibility to consider certain independence factors before selecting compensation consultants and other compensation advisers. In connection with the foregoing, the Compensation Committee reviewed, considered and discussed the relevant factors established by NASDAQ to determine such independence, both through surveying Pay Governance and by soliciting input from members of the Compensation Committee through our annual director and officer questionnaires. Based on its review, consideration and discussion, the Compensation Committee determined that the work performed and to be performed by Pay Governance as the Committee’s compensation consultant has not raised and does not raise any conflict of interest, and also determined that Pay Governance qualifies as independent for purposes of the Exchange Act and NASDAQ Corporate Governance Requirements.

Say-on-Pay Consideration

At the Company’s 2021 Annual Meeting of Shareholders, our shareholders approved on an advisory basis the executive compensation of our named executive officers as disclosed in the proxy statement for that Annual Meeting, with approximately 93% of the Common Shares represented by shareholders present in person or represented by proxy at the 2021 Annual Meeting voting “for” such approval. The Compensation Committee evaluated the results of this supportive advisory vote, together with the other factors and data discussed in this Compensation and Discussion Analysis, in determining Farmers’ executive compensation policies, making executive compensation decisions, and continuing implementation of the Committee’s compensation philosophy and objectives.

Peer Group Evaluation and Executive Compensation Benchmarks

The Compensation Committee has generally evaluated compensation practices at similarly situated financial institutions to help determine the levels of compensation for financial services executives in our geographic market. In addition, the Compensation Committee does not adhere to a strict formula in order to determine executive officer compensation packages, and rather has relied on a variety of factors including experience, responsibility, individual performance, and our overall financial performance. However, given

the competitive nature of the financial services industry generally and the fact that we compete in a market with many regional and national banking organizations that are significantly larger and that can provide attractive compensation packages to top executive talent, the Compensation Committee recognizes the need for Farmers to provide competitive overall compensation opportunities to retain our high-performing executives and attract new executive talent.

The Compensation Committee has utilized a consistent compensation peer group since 2015, when the group was last extensively re-evaluated with the assistance of Pay Governance to reflect the significant increase in the size and change in primary markets of Farmers due to two acquisitions that year. The Compensation Committee uses several factors to identify, evaluate and select peer financial institutions including but not limited to (i) factors of size (e.g., assets (ranging from approximately one-half to two times the asset size of Farmers), revenues, employees, and market capitalization), (ii) factors of profitability and growth (e.g., net revenue and operating income), and (iii) geographic location. In late 2020, the Compensation Committee, with the assistance of Pay Governance, undertook an extensive re-evaluation of our compensation peer group to help ensure that the group continued to reflect similarly situated financial institutions for purposes of determining competitive market positioning for purposes of executive compensation decisions, particularly due to the acquisitions of several prior peer group companies in recent years, and Farmers’ continuous growth. Based on that evaluation, and continuing to use the same evaluative factors described above, the Compensation Committee approved the following peer group of 23 companies for compensation evaluation purposes in 2021:


• Chemung Financial Corporation		• LCNB Corp.
• City Holding Company		• Level One Bancorp, Inc.
• Civista Bancshares, Inc.		• Lakeland Financial Corporation
• Community Trust Bancorp, Inc.		• Macatawa Bank Corporation
• CNB Financial Corporation		• Mackinac Financial Corporation
• Citizens & Northern Corporation		• Mercantile Bank Corporation
• Evans Bancorp, Inc.		• MVB Financial Corp.
• Financial Institutions, Inc.		• Peoples Bancorp Inc.
• German American Bancorp, Inc.		• Premier Financial Bancorp, Inc.
• Horizon Bancorp, Inc.		• Summit Financial Group, Inc.
• Independent Bank Corporation		• Stock Yards Bancorp, Inc.
• Isabella Bank Corporation

Additionally, while Premier Financial Bancorp, Inc. and Mackinac Financial Corporation were a part of our Peer Group for purposes of setting our 2021 executive compensation, in 2021 Premier Financial Bancorp, Inc. was acquired by Peoples Bancorp Inc. and Mackinac Financial Corporation was acquired by Nicolet Bankshares, Inc. and neither will be a part of our peer group in the future.

2021 Named Executive Officers Compensation

Assessment of COVID-19 Pandemic Impact on Compensation Programs

The Compensation Committee continued to monitor closely the potential impacts of the COVID-19 pandemic on Farmers’ pay programs during 2021. The Committee received reports from Farmers’ executive officers and input from Pay Governance at each of its meetings during the pandemic. Based on the consistent financial performance of Farmers, despite the challenges posed by the pandemic, the Committee determined that no adjustments were

warranted with respect to base pay, the objective performance metrics and targets of the annual incentive plan, or outstanding awards under the long-term incentive plan.

Base Salary

Base salaries are intended to reward the named executive officers based upon their roles with us and for their performance in those roles. For each named executive officer, their base salaries are reviewed annually subject to adjustments based upon our financial performance, the individual performance of the particular executive, and our overall compensation philosophy of providing base compensation levels for our executive officers within 10% of the median of our 2021 Peer Group. The Compensation Committee conducts an annual evaluation of the performance of Mr. Helmick in light of specified goals and objectives with input from each independent director. Based on such evaluation and input, the Compensation Committee determines the compensation of Mr. Helmick and discusses its determination with all independent directors. All other executive officers are evaluated on a variety of factors including leadership performance, strategic planning and execution, communication abilities, business knowledge, and awareness and accountability. Based thereon, Mr. Helmick determines whether a base salary increase or decrease is considered to be merited based upon individual performance and presents his base salary adjustment recommendations to the Compensation Committee. As a result of the evaluations by the Compensation Committee of Mr. Helmick, and the recommendations by Mr. Helmick regarding the remaining named executive officers as described above, for 2021 the Compensation Committee determined to increase Mr. Helmick’s base salary from $474,000 to $493,000, an increase of approximately 4.0%, effective May 1, 2021, and the following merit-based base salary adjustments were made for the remaining named executive officers effective April 1, 2021: (i) Mr. Culp received a base salary increase of approximately 5.0% from $252,380 to $265,000; (ii) Mr. Shaffer received a base salary increase of approximately 18.4% from $190,000 to $225,000; (iii) Ms. Soukenik received a base salary increase of approximately 4.0% from $192,342 to $200,000; and (iv) Mr. Wenick received a base salary increase of approximately 2.4% from $256,740 to $262,928. Mr. Adair’s base salary of $240,000 was established upon his appointment as Executive Vice President of Finance of Farmers Bank effective June 21, 2021.

Annual Incentive Plan

The Compensation Committee believes that performance-based annual cash incentives are an effective way to compensate executives for working together as a team to achieve short-term specific financial goals, which the Compensation Committee and management have established as near-term drivers of our long-term success, as well as certain individualized goals specific to an executive’s role and duties. The following is a discussion of the Annual Incentive Plan as it continued to be implemented by the Compensation Committee during 2021.

The Annual Incentive Plan is intended to foster superior financial results by providing equitable and attainable corporate-wide incentives that reward individual and team efforts to achieve specified performance objectives as determined and applied each fiscal year. The program provides our executive officers and certain non-executive employees the opportunity to receive annual cash incentive payments based upon achievement of such corporate and individual performance goals. Our full-time and part-time, regular, non-commissioned-based associates and executives, as well as those of our subsidiaries, are generally eligible to participate in the Annual Incentive Plan.

The Compensation Committee establishes the target bonus opportunities under the Annual Incentive Plan for each eligible named executive officer expressed as a percentage of base salary. The following table sets forth the 2021 target bonus opportunities for each participating named executive officer:


Named Executive Officer	Target Annual Incentive Plan Opportunity (% of base salary)
Kevin J. Helmick		40	%
Carl D. Culp		35	%
Troy Adair		35	%
Timothy F. Shaffer		35	%
Amber Wallace Soukenik		35	%
Mark Wenick		35	%

Payments under the Annual Incentive Plan are contingent primarily on the achievement of pre-established performance goals relating to objective financial metrics established for each participating named executive officer by the Compensation Committee, and secondarily upon the results of a subjective evaluation of each individual executive’s performance. Each of the elements has an assigned weight and each of the objective financial criteria has a specific target or goal for the year. In the event that we (or the individual participant) do not meet the specified goal or target for a particular metric, then no compensation will be paid with respect to that objective portion of the Annual Incentive Plan.

The Compensation Committee established a threshold payout of 50% of target opportunity upon attaining a threshold level of the objective metrics, a target payout of 100% upon attaining 100% of the target level of the objective metrics, and a maximum payout of 150% of target opportunity upon attaining at or greater than a maximum level of the objective metrics. For performance falling within each of the percentile ranges, payouts are made on an interpolated basis.

In establishing the Annual Incentive Plan’s objective metrics and targets for 2021, the Compensation Committee utilized the Company’s budgeting model to set the performance at levels that were determined to be achievable with strong management performance. All named executive officers were allocated certain weightings of three core corporate financial measures: earnings per share (“EPS”), return on average assets (“ROA”), and efficiency ratio. Those were the sole objective performance criteria allocated to Messrs. Helmick, Culp and Adair. The named executive officers other than Messrs. Helmick, Culp and Adair had additional objective metrics based on their specific areas of responsibility and oversight. Finally, in addition to the objective performance metrics, a subjective metric was included for each of the named executive officers weighted at 20% for Messrs. Helmick, Culp and Adair and 15% for Mr. Shaffer, 10% for Ms. Soukenik and 25% for Mr. Wenick. The subjective factor is evaluated based on a scorecard assessment for each individual’s performance. Mr. Shaffer, Ms. Soukenik and Mr. Wenick had additional internally-measured performance metrics based on their respective areas of responsibility, with total weightings of 45%, 50% and 40%, respectively, of their total bonus opportunity. Those internal measurements and targets include information that is not otherwise publicly available. Because the disclosure of such information could result in competitive harm to Farmers, the metrics and related performance results are not specifically disclosed but the payouts with respect to those measures is set forth below. The following tables set forth the applicable objective performance metrics, weightings, targets and percentage payouts on the corporate level objective metrics under the Annual Incentive Plan in 2021 for each of the named executive officers:

Kevin J. Helmick, Carl D. Culp and Troy Adair


Metrics	Weight			Threshold			Target			Maximum			2020 Actual			2021 Actual			Payout %
EPS		30	%	$	1.32		$	1.39		$	1.46		$	1.55		$	2.13			150	%
ROA		30	%		1.24	%		1.30	%		1.37	%		1.55	%		1.83	%		150	%
Efficiency Ratio		20	%		53.75	%		55.00	%		56.25	%		51.52	%		46.33	%		150	%

Timothy F. Shaffer


Metrics	Weight			Threshold			Target			Maximum			Actual			Payout %
EPS		20	%	$	1.32		$	1.39		$	1.46		$	2.13			150	%
ROA		10	%		1.24	%		1.30	%		1.37	%		1.83	%		150	%
Efficiency Ratio		15	%		53.75	%		55.00	%		56.25	%		46.33	%		150	%
Area of Responsibility Metric		20	%														100	%
Area of Responsibility Metric		15	%														150	%
Area of Responsibility Metric		10	%														150	%

Amber Wallace Soukenik


Metrics	Weight			Threshold			Target			Maximum			Actual			Payout %
EPS		20	%	$	1.32		$	1.39		$	1.46		$	2.13			150	%
ROA		20	%		1.24	%		1.30	%		1.37	%		1.83	%		150	%
Efficiency Ratio		10	%		53.75	%		55.00	%		56.25	%		46.33	%		150	%
Area of Responsibility Metric		20	%														150	%
Area of Responsibility Metric		20	%														100	%
Area of Responsibility Metric		10	%														150	%

Mark Wenick


Metrics	Weight			Threshold			Target			Maximum			Actual			Payout %
EPS		20	%	$	1.32		$	1.39		$	1.46		$	2.13			150	%
ROA		20	%		1.24	%		1.30	%		1.37	%		1.83	%		150	%
Efficiency Ratio		10	%		53.75	%		55.00	%		56.25	%		46.33	%		150	%
Area of Responsibility Metric		20	%														109	%
Area of Responsibility Metric		20	%														150	%

In addition to the objective performance metrics described above, the Compensation Committee included a subjective metric for each of the named executive officers, weighted at 20% of the total bonus opportunity for Messrs. Helmick, Culp and Adair, with payout ranging from 0% to 150% of this qualitative metric. The subjective metric for Mr. Shaffer was weighted at 15%, Ms. Soukenik was weighted at 10% and Mr. Wenick was weighted at 25% of

their total bonus opportunity with payout ranging from 0% to 150%. Payouts under the subjective metric were based on evaluations of overall job performance during 2021 using an extensive performance review scorecard for each executive. For each named executive officer other than Mr. Helmick, the scorecards were completed by Mr. Helmick and he provided the basis of his evaluations to the Compensation Committee for the subjective portion of the executive’s bonus for 2021. For Mr. Helmick, each member of the Board of Directors provided input on Mr. Helmick’s performance under goals established in five areas of core competencies: Business Planning, Change/Crisis Management, Communications, Self-Management and Development, and Managing Executive Performance and Development. These evaluations were considered by the Compensation Committee in reaching its determination with respect to the subjective element of Mr. Helmick’s 2021 annual bonus. Based upon such reviews and recommendations, the Compensation Committee approved the following percentage payouts with respect to the subjective element of the total bonus opportunity: (i) Mr. Helmick, 150% of the possible 20% weighting; (ii) Mr. Culp, 150% of the possible 20% weighting; (iii) Mr. Adair, 150% of the possible 20% weighting; (iv) Mr. Shaffer, 150% of the possible 15% weighting; (v) Ms. Soukenik, 150% of the possible 10% weighting; and (vi) Mr. Wenick, 150% of the possible 25% weighting.

Finally, the Compensation Committee continued to include a circuit breaker in the 2021 Annual Incentive Plan, based on Farmers’ “Texas ratio” for the year. The Texas ratio is determined by dividing the amount of Farmers Bank’s non-performing loans, other real estate owned, and loans delinquent for more than 90 days, by Farmers Bank’s tangible capital equity plus its loan loss reserves. If this ratio exceeds 15% for the year, no bonuses are payable under the Annual Incentive Plan. Farmers’ Texas ratio for 2021 was approximately 4.06%, well below this circuit breaker level. The Compensation Committee believes that the use of a circuit breaker in our annual bonus program helps maintain minimum levels of safety and soundness of our institution in the context of providing appropriate near-term incentives for achieving superior financial performance objectives.

As a result of the performance of Farmers with respect to the above-described objective metrics and each named executive officer’s individual performance evaluations, the Compensation Committee awarded the following payouts with respect to 2021 performance under the Annual Incentive Plan:


Named Executive Officer	Amount Earned under Annual Incentive Plan		Payout as a Percentage of Target Opportunity
Kevin J. Helmick	$	295,800		150	%
Carl D. Culp⁽¹⁾	$	92,750		150	%
Troy Adair⁽²⁾	$	73,500		150	%
Timothy F. Shaffer	$	110,250		140	%
Amber Wallace Soukenik	$	98,000		140	%
Mark Wenick	$	126,785		138	%

(1)	Mr. Culp’s award earned was prorated to reflect his period of employment and retirement effective August 15, 2021.

(2)	Mr. Adair’s award earned was prorated to reflect his period of employment during 2021.

In addition to the payouts on our Annual Incentive Plan, we granted special cash incentive awards to our management team as a means of rewarding our key officers for the successful acquisition of Cortland, Farmers’ largest acquisition, and continuing to execute on

our strategic acquisition plans during a challenging environment in 2021. The special cash awards were based on a percentage of base salaries, as follows for our named executive officers:


Named Executive Officer	Cash Award (% of base salary)		Cash Award ($)
Kevin J. Helmick		75.0%	$	369,750
Carl D. Culp⁽¹⁾		N/A		N/A
Troy Adair		50.0%	$	120,000
Timothy F. Shaffer		37.5%	$	84,375
Amber Wallace Soukenik		37.5%	$	75,000
Mark Wenick		37.5%	$	98,598

(1)	Mr. Culp did not receive a special cash award due to his retirement effective August 15, 2021.

Long-Term Incentive Compensation Plans

Under our LTI Cash Program, executive officers and certain other employees are eligible to receive awards for possible long-term cash incentive payments based on the achievement of prescribed corporate and/or individual performance metrics. The purpose of the LTI Cash Program is to foster and promote Farmers’ long-term financial success and value by motivating performance through long-term incentive compensation, pending review and approval by the Compensation Committee. The LTI Cash Program is also intended to attract and retain the services of talented individuals and motivate participants to achieve performance objectives that promote sound and financially healthy growth. The LTI Cash Program may continue until terminated by the Board of Directors.

Our 2017 Equity Incentive Plan was adopted by our Board of Directors and shareholders to promote Farmers’ long-term financial success and increase shareholder value by motivating performance through equity-based long-term incentive compensation. The 2017 Equity Incentive Plan was also intended to encourage participants to acquire ownership interests in the Company, attract and retain talented executives and directors, and enable participants to participate in the Company’s long-term growth and financial success.

In 2019, the Compensation Committee established target long-term award opportunities for each eligible named executive officer, expressed as a percentage of a participant’s base salary, as follows:

•

25% in service-based equity awards subject to three-year cliff vesting, and

•

75% in performance-based awards subject to vesting based on our relative performance on two objective financial measures as compared to the performance of banking companies in our peer group measured over a three-year period ending December 31, 2021 (“Performance Period”):

•

50% of all long-term incentive awards were equity-based performance awards subject to vesting determined by our average annual ROE compared to ROE performance of our peer group of banking companies over the Performance Period, and

•

25% of all long-term incentive awards were cash-based performance awards subject to vesting determined by our TSR compared to peer group performance over the Performance Period.

The following table sets forth the target level of long-term incentive compensation opportunity established for each participating named executive officer at the time of grant in 2019:


Named Executive Officer	LTI Program Target Opportunity (% of base salary)
Kevin J. Helmick		55%
Carl D. Culp		45%
Troy Adair		N/A
Timothy F. Shaffer		25%
Amber Wallace Soukenik		25%
Mark Wenick		35%

The following table indicates the threshold, target and maximum performance levels (for performance falling within each of the percentile ranges, payout or vesting was to occur on an interpolated basis) and the results of our relative TSR and relative average annual ROE performance, as adjusted, for the Performance Period, with the percentage payouts for the LTI Cash Program and 2017 Equity Incentive Plan awards granted in 2019. For performance falling below threshold, no award payout or vesting was to occur. Percentage payout opportunities for the cash-based awards under the LTI Cash Program ranged from 20% vesting for performing at the threshold 25^th percentile of peer group, 100% for performing at the target 50^th percentile, and 200% vesting for performing at or above the 75^th percentile. The share-based awards under the 2017 Equity Incentive Plan were granted at the maximum payout level of 200% of target opportunity, so the percentage payout opportunities ranged from 10% vesting for performing at the threshold level of the 25^th percentile of peer group, 50% vesting for performing at the target 50^th percentile, and 100% vesting for performing at or above the 75^th percentile (equivalent to 200%, or maximum, of target opportunity). The following table summarizes the percentage payouts for our 2019 long-term performance awards based on Farmers’ performance at the 100^th percentile on both long-term performance metrics relative to its peer group. Payout amounts under the LTI Cash Program based on relative TSR for each named executive officer are included in “Non-Equity Incentive Plan Compensation,” column (g), of the Summary Compensation Table located on page 46 of this proxy statement.

Vesting Summary of 2019-2021 Long-Term Performance Awards⁽¹⁾


Performance Metric	Target⁽²⁾		Actual⁽³⁾		Rank⁽⁴⁾		Payout % of Target
Relative TSR		135.22%		159.49%		100.0%	200.0%
Relative Average ROE		10.82%		13.93%		100.0%	200.0%

(1)	Mr. Culp’s 2019 long-term performance awards vested on a pro rata basis upon his retirement effective August 15, 2021, based on Farmers’ actual performance determined as of June 30, 2021.

(2)	Performance at the 50^th percentile of peer group companies for the Performance Period.

(3)	Farmers actual performance for the Performance Period.

(4)	Presented as a percentile relative to the performance of Peer Group companies for the Performance Period.

In 2021, the Compensation Committee established the long-term incentive compensation target opportunities for each eligible named executive officer, expressed as a percentage of base as follows:


Named Executive Officer	2021 LTI Program Target Opportunity (% of base salary)
Kevin J. Helmick		55	%
Carl D. Culp⁽¹⁾		45	%
Troy Adair		40	%
Timothy F. Shaffer		35	%
Amber Wallace Soukenik		30	%
Mark Wenick		35	%

(1)	Mr. Culp’s 2021 long-term incentive awards vested on a pro rata basis upon his retirement effective August 15, 2021.

In conjunction with establishing the target long-term incentive opportunity for our executive officers in 2021, the Compensation Committee, determined to maintain an allocation of 25% of our total long-term compensation opportunity to service-based awards, subject to three-year cliff vesting. We continued to allocate the remaining 75% of the target long-term incentive opportunity to performance-based awards, for which we continued to use relative TSR and relative average ROE as the performance metrics, with the same mix of cash-based and equity-based long-term performance awards as follows: (i) 25% in cash-based awards under our LTI Cash Program subject to vesting based on relative TSR compared to our peer group over a performance period ending December 31, 2023, and (ii) 50% in equity-based grants under our 2017 Equity Incentive Plan subject to vesting based on relative average ROE compared to our peer group over a performance period ending December 31, 2023.

The following table indicates potential payouts at the threshold, target and maximum levels for our 2021 long-term incentive awards under both the LTI Cash Program and the 2017 Equity Incentive Plan, with relative performance compared to our 2021 Peer Group, consistent with grants of long-term incentive awards in recent years. The maximum award opportunity was established at 200% of the target opportunity.


Vesting Levels	Relative Performance of TSR and Average ROE to Peer Group Companies	Vesting Percent of Target LTI Opportunity
Below threshold	< Peer 25^th Percentile	0%
Threshold	= Peer 25^th Percentile	20%
Target	= Peer 50^th Percentile	100%
Maximum	≥ Peer 75^th Percentile	200%

For performance falling within each of the percentile ranges, payouts or vesting will occur on an interpolated basis. The amounts of the threshold, target and maximum award payouts or vesting that may be received by each of our named executive officers upon completion of the 2021-2023 Performance Period with regard to long-term incentive awards granted in 2021 under the LTI Cash Program and the 2017 Equity Incentive Plan is described in detail in the 2021 Grants of Plan Based Awards table located on page 48 of this proxy statement.

In addition, in the first quarter of 2022, we granted special service-based long-term equity incentive awards to our management team, subject to three-year cliff vesting

conditioned on continued employment, as a means of rewarding our key officers for the successful acquisition of Cortland, Farmers’ largest acquisition, retaining our excellent executive level talent following the significant growth in Farmers, and continuing to execute on our strategic acquisition plans. The special long-term equity incentive awards were based on a percentage of base salaries, as follows for our named executive officers, and will be included in the 2022 Grants of Plan Based Awards in our 2023 proxy statement:


Named Executive Officer	Special LTI Award (% of base salary)	Special LTI Award ($)
Kevin J. Helmick	75.0%	$	369,750
Carl D. Culp⁽¹⁾	N/A		N/A
Troy Adair	50.0%	$	120,000
Timothy F. Shaffer	37.5%	$	84,375
Amber Wallace Soukenik	37.5%	$	75,000
Mark Wenick	37.5%	$	98,598

(1)	Mr. Culp did not receive a special cash award due to his retirement effective August 15, 2021.

Clawback Policy

Farmers has adopted a clawback policy as part of its Incentive Compensation Guidelines. Pursuant to that policy, if the Company is required to restate all or a significant portion of its financial statements, the Board of Directors is empowered, in its discretion, to require reimbursement of all or any portion of bonuses paid or incentive compensation awarded to any participant in an incentive compensation program (including equity-based awards), and/or effect the cancellation of all or any portion of unpaid awards which may be paid to such participants if: (a) the amount of the bonus or incentive compensation was calculated based on the achievement of financial results that were subsequently the subject of a material restatement, and (b) the amount of the bonus or incentive compensation that would have been awarded to the participant, had the financial results been properly reported, would have been lower than the amount actually awarded. The Company acknowledges under this policy that it is not intended to add any forfeiture obligations or financial responsibilities to the Chief Executive Officer or Chief Financial Officer which are in addition to, or duplicative of, those obligations arising under Section 304 of the Sarbanes-Oxley Act of 2002.

Furthermore, if a participant in any incentive compensation program engages in misconduct related to such program, regardless of whether any restatement of financial statements is required as a result thereof, the Board shall take such actions as it considers appropriate to address the misconduct. Such actions may include cancellation of any unpaid portion of incentive compensation awarded to such participant, reimbursement of any incentive compensation paid to such participant, and other disciplinary actions.

401(k) Plan and Company Contributions

All of our employees who have completed at least one year of service and meet certain other eligibility requirements are eligible to participate in our 401(k) Profit Sharing Retirement Savings Plan (the “401(k) Plan”). Under the terms of the 401(k) Plan, employees may voluntarily defer a portion of their annual compensation, subject to applicable federal restrictions and deferral limitations, and Farmers Bank matches a percentage of each participant’s voluntary contributions, up to 6% of gross wages. In addition, at the discretion of the Board of Directors, Farmers Bank may make an additional profit sharing contribution to the 401(k) Plan. During 2021, Farmers Bank provided 401(k) Plan matching contributions

of 50% for each of the named executive officers (subject to a maximum of 3% of gross wages), but no additional profit sharing contributions were made.

Nonqualified Deferred Compensation Plan

Our Nonqualified Deferred Compensation Plan (the “Nonqualified Plan”) is an unfunded nonqualified retirement plan in which eligible executive officers may voluntarily defer a greater portion of their compensation than permitted by applicable federal restrictions and deferral limitations applicable to our 401(k) Plan. Participating officers are at all times 100% vested in their voluntary deferrals. The Company may also provide matching or discretionary credits to the accounts of eligible officers, as determined by the Company in its sole discretion. The Company currently credits matching contributions equal to 50% of each participant’s voluntary deferrals to the Nonqualified Plan, up to 6% of gross wages (or a 3% match). Any matching or discretionary credits under the Nonqualified Plan vest and become non-forfeitable in accordance with a specified formula that provides for partial vesting starting after completion of two years and full vesting after six years. Upon a Change-in-Control (as defined in the Nonqualified Plan), participants’ benefits under the Nonqualified Plan become fully vested and non-forfeitable. Benefits under the Nonqualified Plan represent unsecured general obligations of the Company to pay participating officers at some time in the future.

The Nonqualified Plan also allows discretionary additional annual contributions to be made by the Company for the benefit of participating officers, based on a percentage of each participant’s total eligible compensation, as determined annually in the discretion of the Compensation Committee. With respect to calendar year 2021, the Compensation Committee approved a discretionary contribution of 3.0%, representing a total amount of approximately $82,000, with respect to ten participating officers. The Compensation Committee approved a 3.0% contribution for 2020.

The amounts accrued pursuant to the Nonqualified Plan for the benefit of our named executive officers for calendar year 2021 are disclosed in the Summary Compensation Table located on page 46 of this proxy statement. The Compensation Committee believes that maintaining this Nonqualified Plan helps to maintain the competitiveness of our entire executive retirement benefits.

Amounts payable to participating officers under the Nonqualified Plan will be distributed in accordance with the terms of the Nonqualified Plan and elections made by the participating officers. Benefits generally will be paid in a single lump sum unless the participating officer has elected to receive annual installments for a period of up to ten years. The benefits will be paid upon the earliest of a participating officer’s separation from service, death or disability unless the participating officer has elected to receive payments as of a specified date (including the earlier of that date or the occurrence of a regular distribution event). The Nonqualified Plan is subject to requirements affecting deferred compensation under Section 409A of the Internal Revenue Code and is being administered in compliance with the applicable regulations under Section 409A.

Perquisites and Other Compensation

Executive officers also participate in broad-based employee benefit plans, such as medical, dental, supplemental disability, retiree health insurance and term life insurance programs. Except for matching contributions in connection with our Nonqualified Plan as described above and country club memberships provided by Farmers to certain of the named executive officers for customer relationship development purposes, executive officers

receive no perquisites or personal benefits in 2021 that are not available to all employees. The amounts of the benefits received are included in the “All Other Compensation” column (i) of the Summary Compensation Table on page 46 of this proxy statement.

Other Elements of Our Executive Compensation Programs

Employment Agreements, Separation Policy and Change in Control Arrangements

The Compensation Committee carefully considers the use and conditions of any employment related agreements. Although employment agreements that contain severance and change in control arrangements may be appropriate to attract prospective executives who forego significant other employment opportunities, we first determined in 2013 to adopt an Executive Separation Policy that applies to all of our executive officers in lieu of employment agreements. In connection with that implementation, we entered into change in control agreements with each of our executive officers (“Change in Control Agreements”). The material provisions of the Executive Separation Policy and the Change in Control Agreements are discussed under the caption “EXECUTIVE COMPENSATION AND OTHER INFORMATION – Employment Agreements, Change in Control Agreements, Executive Separation Policy” beginning on page 54 of this proxy statement.

Overall, the Compensation Committee believes that the implementation of the Executive Separation Policy and Change in Control Agreements is appropriate to help ensure that Farmers will have the continued dedication, undivided loyalty and objective advice from its key executives, even in the event of a potential transaction that could result in a change in control of Farmers. The Separation Policy offers certain protections in the event of certain terminations of employment, while the Change in Control Agreements provide certain protections in the event of a change in control event, but only if the executive’s employment is terminated as a result of (or within a specified period after) a change in control (i.e., a double trigger). The Compensation Committee does not believe that executives should receive compensation benefits merely as a result of a change in control; rather, it believes that our Change in Control Agreements provide our executive officers with adequate protection to help ensure that change in control offers will be evaluated by our executive officers in the best interests of Farmers and our shareholders without regard to concerns that a transaction could eliminate his or her job without appropriate dispensation. The Compensation Committee recognizes that these agreements may also tend to discourage a takeover attempt as a change in control could trigger increased compensation expense as part of the transaction.

Stock Ownership Guidelines and Anti-Hedging Policy

As part of the Company’s Corporate Governance Guidelines, we have adopted stock ownership guidelines for our directors and executive officers which require that, within five years from the date a person first becomes a non-executive director, or within either eight years of March 15, 2016 or seven years from the date an executive officer is first included as a participant in our long-term incentive equity plans (unless, due to specific facts and circumstances, a different period of time is determined to be appropriate by the Corporate

Governance and Nominating Committee), the following amounts of Common Shares be owned by that person:


Position		Minimum Ownership Requirement
Non-executive Director		4.0 x Annual Base Retainer Fee
Chief Executive Officer/President		2.0 x Annual Base Salary
Chief Banking Officer		1.5 x Annual Base Salary
Chief Financial Officer		1.25 x Annual Base Salary
Other Executive Officers		1.0 x Annual Base Salary

Individuals subject to these guidelines are expected to satisfy certain milestones during the attainment periods to evidence that the individual is making appropriate progress toward achieving their respective ownership amount. In determining compliance with these guidelines, the Compensation Committee considers the beneficial ownership of our executive officers and directors as required to be reported in a proxy statement.

In addition to these requirements, our executive officers and directors are prohibited under our insider trading policy and procedures from pledging our Common Shares, purchasing our Common Shares on margin, engaging in short sales, or engaging in any hedging transaction involving our Common Shares.

Director Compensation

The Compensation Committee is also responsible for recommending to the Board of Directors compensation for our non-employee directors. Generally, director compensation is structured in a fashion to attract and retain high quality individuals to serve on the Board of Directors, to compensate such individuals for the time and energy expended in providing us their expertise, considering the size, nature and location of Farmers as a bank holding company competing in our markets. On an annual basis, the Compensation Committee requests that its compensation consultant evaluate our current director compensation levels relative to our peers. Generally, it is the overall goal of the Compensation Committee to position director compensation at a median market level. For calendar year 2021, the Compensation Committee recommended and the independent members of the Board of Directors approved continuing the following compensation levels for non-executive directors: (a) general annual retainer fee of $52,500, and (b) the following retainers for directors with additional duties: (i) $25,000 for the independent Board chair, (ii) $10,000 for the Executive Committee chair, and (iii) $5,000 for all other committee chairs. Effective May 1, 2021, the Compensation Committee recommended and the independent members of the Board of Directors approved a decrease in the independent Board vice chair’s compensation from $20,000 to $10,000. All director compensation amounts for 2021 are reflected in the 2021 Director Compensation table located on page 60 of this proxy statement.

Oversight and Risk Management of Compensation Programs

The Compensation Committee oversees the implementation and enforcement of our policies, procedures and practices related to its various compensation programs as part of its duties. This is designed to monitor our compensation policies to ensure that the compensation packages offered to its employees and executive officers do not present such individuals with the potential to engage in excessive or inappropriate risk taking activities. In addition, the Board Enterprise Risk Management Committee works with the Compensation Committee in order to monitor our compensation policies, procedures and practices, as part of its duties to monitor enterprise-wide risk.

The Compensation and Board Enterprise Risk Management Committees believe that our current compensation structure for employees and executive officers does not encourage unnecessary or excessive risk taking to the extent that it would reasonably likely lead to a material adverse effect. It is the opinion of the Compensation and Board Enterprise Risk Management Committees that our current compensation programs appropriately balance risk and the desire to focus on our short-term and long-term goals without encouraging unnecessary or excessive risk taking.

Compensation Committee Interlocks and Insider Participation

During the last completed fiscal year, no member of the Compensation Committee was an officer or employee of Farmers or any of our subsidiaries, or was formerly an officer of Farmers or any of our subsidiaries. None of our directors had any business or financial relationship with us requiring disclosure in this proxy statement.

THE COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with Farmers’ management. Based upon this review and discussion, the Compensation Committee recommends to the Board of Directors that this Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K.

Compensation Committee:

David Z. Paull, Chair

Anne Frederick Crawford

Terry A. Moore

James R. Smail

Richard B. Thompson

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and Certain Other Compensation

The following table provides summary compensation information for the individuals serving as our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers serving on December 31, 2021.

Summary Compensation Table


(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)			(j)
Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards⁽¹⁾ ($)		Stock Options ($)		Non-Equity Incentive Plan Compensation⁽²⁾ ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽³⁾ ($)			All Other Compensation ($)			Total ($)
Kevin J. Helmick		2021	$	469,582	$	369,750	$	199,768		—	$	418,176	$	116,301		$	70,746	⁽⁴⁾	$	1,644,323
President and Chief Executive Officer		2020	$	454,308		—	$	188,914		—	$	383,690	$	(2,455	)	$	67,830		$	1,092,287
President and Chief Executive Officer		2019	$	460,000		—	$	197,028		—	$	327,072	$	31,079		$	59,569		$	1,053,544

Carl D. Culp		2021	$	221,863		—	$	87,034		—	$	174,105	$	67,359		$	29,076	⁽⁵⁾	$	579,437
Former Senior Executive VP, Chief Financial Officer		2020	$	242,456		—	$	83,107		—	$	170,084	$	9,579		$	59,819		$	558,044
		2019	$	247,318		—	$	86,940		—	$	146,794	$	20,537		$	51,655		$	539,163


Troy Adair⁽⁶⁾		2021	$	122,357	$	120,000	$	154,749		—	$	73,500	$	(539	)	$	8,359	⁽⁷⁾	$	478,426
Executive Vice President and Chief Financial Officer

Timothy F. Shaffer		2021	$	212,375	$	84,375	$	60,319		—	$	136,928	$	46,863		$	29,012	⁽⁸⁾	$	569,872
Executive Vice President and Chief Credit Officer		2020	$	180,873		—	$	47,647		—	$	117,312	$	5,231		$	24,653		$	375,716



Amber Wallace Soukenik		2021	$	190,511	$	75,000	$	44,214		—	$	120,750	$	6,184		$	21,262	⁽⁹⁾	$	457,921
Executive Vice President, Chief Retail & Marketing Officer		2020	$	184,523		—	$	41,960		—	$	105,900	$	(3,416	)	$	44,287		$	373,254
		2019	$	187,392		—	$	36,631		—	$	97,442	$	3,303		$	39,552		$	355,860



Mark Wenick		2021	$	228,248	$	98,598	$	68,858		—	$	170,533	$	1,065		$	28,906	⁽¹⁰⁾	$	596,208
Executive Vice President, Chief Wealth Management Officer

(1)

Amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity awards granted during 2021 under our 2017 Equity Incentive Plan. As further reflected in the 2021 Grants of Plan Based Awards table located on page 48, (i) the amounts reported for service-based equity awards granted during 2021 were determined using closing price of a Common Share on the date of grant of $14.09, with respect to awards granted to Messrs. Helmick, Culp, Shaffer and Wenick and Ms. Soukenik and $15.21, with respect to the award granted to Mr. Adair, and (ii) the amounts reported for performance-based equity awards granted during 2021 were determined using the closing price of a Common Share on the date of grant of $14.09, with respect to awards granted to Messrs. Helmick, Culp, Shaffer and Wenick and Ms. Soukenik and $15.21, with respect to the award granted to Mr. Adair, and the target vesting levels assuming our average ROE performance equals the 50^th percentile of the average of a group of peer companies over a three-year period ending on December 31, 2023. The maximum value of the performance-based stock awards granted in 2021 to each named executive officer, assuming that the highest level of performance conditions will be achieved and using the closing price of a Common Share on the date of grant of $14.09, with respect to Messrs. Helmick, Culp, Shaffer and Wenick and Ms. Soukenik and $15.21, with respect to Mr. Adair, is as follows: Mr. Helmick, $263,872; Mr. Culp, $114,961; Mr. Adair, $83,704; Mr. Shaffer, $79,712; Ms. Soukenik, $58,409; and Mr. Wenick, $90,963. Other assumptions used in the calculation of these amounts are also included in Note 11 “Stock Based Compensation” to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the

fiscal year ended December 31, 2021. All service-based restricted stock and performance-based equity awards are subject to vesting as described under “2021 Named Executive Officers Compensation – Long-Term Incentive Compensation Plans” beginning on page 38. As further reflected in the 2021 Grants of Plan Based Awards table located on page 48, the amount in this column for Mr. Adair also reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of a one-time award of 5,000 shares of restricted stock under the 2017 Equity Incentive Plan awarded in connection with his appointment effective June 21, 2021. The grant date fair value of such award was calculated using the closing price of our Common Shares on the date of grant of $17.27 per share.

(2)

The non-equity incentive plan compensation required to be disclosed in this column includes (i) amounts earned under our Annual Incentive Plan as a result of achieving the goals specified for each designated year, as described for 2021 in the table on page 50 under “Executive Compensation and Other Information – Annual Incentive Plan”, and (ii) the following amounts earned in 2021, 2020, and 2019, respectively, with respect to cash-based long-term incentive awards granted in 2019, 2018, and 2017, respectively, as applicable, under our LTI Cash Program: Mr. Helmick, $122,376, $118,250, and $90,816; Mr. Culp, $81,355, $46,418 and $35,649; Mr. Shaffer, $26,678 and $25,964 (for 2021 and 2020); Ms. Soukenik, $22,750, $21,750 and $16,704; and Mr. Wenick, $43,748 (for 2021).

(3)	Amounts shown reflect the 2021 earnings/(losses) for each named executive officer participating in our Nonqualified Plan.

(4)

Amount includes: (i) $8,700 in matching contributions by the Company into Mr. Helmick’s 401(k) Plan account, (ii) $2,774 in group term life insurance expense, (iii) $12,205 in country club dues, and (iv) $47,067 in Nonqualified Deferred Compensation Plan account matching contributions and discretionary contributions.

(5)

Amount includes: (i) $8,700 in matching contributions by the Company into Mr. Culp’s 401(k) Plan account, (ii) $2,734 in group term life insurance expense, (iii) $1,363 in country club dues, and (iv) $16,279 in Nonqualified Deferred Compensation Plan account matching contributions and discretionary contributions.

(6)	Mr. Adair was appointed Executive Vice President of Finance of Farmers Bank effective June 21, 2021 and assumed the role of Executive Vice President and Chief Financial Officer of Farmers Bank and the Company on August 15, 2021.

(7)	Amount includes: (i) $3,418 in matching contributions by the Company into Mr. Adair’s 401(k) Plan account, (ii) $1,261 in group term life insurance expense, and (iii) $3,680 in Nonqualified Deferred Compensation Plan account matching contributions and discretionary contributions.

(8)

Amount includes: (i) $8,700 in matching contributions by the Company into Mr. Shaffer’s 401(k) Plan account, (ii) $2,412 in group term life insurance expense, (iii) $5,383 in country club dues, and (iv) $3,390 in Nonqualified Deferred Compensation Plan account matching contributions and discretionary contributions.

(9)	Amount includes: (i) $8,700 in matching contributions by the Company into Ms. Soukenik’s 401(k) Plan account, (ii) $2,290 in group term life insurance expense, and (iii) $10,272 in Nonqualified Deferred Compensation Plan account matching contributions and discretionary contributions.

(10)

Amount includes: (i) $6,300 in matching contributions by the Company into Mr. Wenick’s 401(k) Plan account, (ii) $2,675 in group term life insurance expense, (iii) $6,617 in country club dues, and (iv) $13,314 in Nonqualified Deferred Compensation Plan account matching contributions and discretionary contributions.

2021 Grants of Plan Based Awards


						Estimated Future Payouts under Non-Equity Incentive Plan Awards						Estimated Future Payouts under Equity Incentive Plan Awards
(a)	(b)					(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name	Grant Date			Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock (#)		Grant Date Fair Value of Stock and Option Awards ($)
Kevin J. Helmick		2/22/2021	⁽¹⁾		2/22/2021	$	98,600	$	197,200	$	295,800
		2/22/2021	⁽²⁾		2/22/2021	$	13,035	$	65,175	$	130,350
		2/22/2021	⁽³⁾		2/22/2021								1,890		9,452		18,904			$	133,179
		2/22/2021	⁽⁴⁾		2/22/2021														4,726	$	66,589

Carl D. Culp		2/22/2021	⁽¹⁾		2/22/2021	$	46,375	$	92,750	$	139,125
		2/22/2021	⁽²⁾		2/22/2021	$	5,679	$	28,393	$	56,786
		2/22/2021	⁽³⁾		2/22/2021								824		4,118		8,235			$	58,023
		2/22/2021	⁽⁴⁾		2/22/2021														2,059	$	29,011

Troy Adair		7/14/2021	⁽¹⁾		7/14/2021	$	42,000	$	84,000	$	126,000
		7/14/2021	⁽²⁾		7/14/2021	$	4,800	$	24,000	$	48,000
		7/14/2021	⁽³⁾		7/14/2021								600		2,998		5,996			$	45,600
		7/14/2021	⁽⁴⁾		7/14/2021														1,499	$	22,800
		6/21/2021	⁽⁵⁾		6/21/2021														5,000	$	86,350

Timothy F. Shaffer		2/22/2021	⁽¹⁾		2/22/2021	$	39,375	$	78,750	$	118,125
		2/22/2021	⁽²⁾		2/22/2021	$	3,938	$	19,688	$	39,376
		2/22/2021	⁽³⁾		2/22/2021								571		2,854		5,708