FMBM.OQXF&M Bank CORP

DEF: F&M Bank Corp. Announces Annual Meeting of Shareholders, Director Nominations, and Executive Compensation Advisory Vote

Sentiment:

Proxy Statement

📋All filings for F&M Bank CORP
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F&M Bank Corp. will hold its annual shareholder meeting on May 17, 2025, to vote on director elections, auditor ratification, and executive compensation.

Summary

  • F&M Bank Corp. is holding its Annual Meeting of Shareholders on May 17, 2025, at Blue Ridge Community College.
  • Shareholders will vote on the election of four directors (Edward Ray Burkholder, Neil A. Houff, Michael W. Pugh, and Christopher S. Runion) for three-year terms expiring in 2028.
  • The meeting will also include a vote to ratify the appointment of Elliott Davis, LLC, as the company's independent registered public accounting firm for 2025.
  • Shareholders will cast an advisory vote on the company's 2024 executive compensation program and practices.
  • There will be an advisory vote to determine the frequency (every 1, 2, or 3 years) of future executive compensation votes.
  • Only shareholders of record as of March 20, 2025, are eligible to vote.
  • As of March 20, 2025, F&M Bank Corp. had 3,528,262 shares of common stock outstanding, each entitled to one vote.
  • The proxy statement and the company's annual report on Form 10-K for the year ended December 31, 2024, are available online at fmbankva.com/investor-relations.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, indicating a neutral to slightly positive sentiment due to the routine nature of the announcements and the company's adherence to corporate governance best practices.

Positives

  • The company is providing multiple methods for shareholders to vote, including internet, telephone, and mail.
  • The Board is recommending a vote FOR the director nominees.
  • The Board is recommending that shareholders vote FOR approval of the company's executive compensation.
  • The Board is recommending a one-year cycle for future advisory votes on executive compensation.
  • The company has a code of ethics for all employees and directors.
  • The company has an insider trading policy.

Negatives

  • Two Form 4 filings for Mr. Wilkerson and three Form 4 filings for Mr. Runion were not filed on time.

Risks

  • The proxy statement mentions risks associated with monitoring existing and proposed loan relationships.
  • The company acknowledges the risk of non-compliance with insider trading laws if not properly managed.

Future Outlook

The company is seeking shareholder approval for director elections, auditor ratification, and executive compensation, which will guide the company's governance and financial oversight in the coming year.

Industry Context

Community banks like F&M Bank Corp. are increasingly focused on corporate governance and executive compensation practices, aligning them with shareholder interests and regulatory expectations. The advisory votes on executive compensation and its frequency reflect this trend.

Comparison to Industry Standards

  • The compensation structure for F&M Bank Corp.'s executives, including base salary, stock awards, and non-equity incentives, is typical for community banks of similar size and complexity.
  • The company's use of Blanchard Consulting Group to advise on executive compensation aligns with industry best practices.
  • The board's composition, with a majority of independent directors, reflects a commitment to strong corporate governance, similar to other publicly traded community banks.
  • The company's audit committee structure and responsibilities are consistent with SEC regulations and Nasdaq listing standards, even though the company's securities are not listed on Nasdaq.

Related Party Transactions

  • The Company, through its subsidiary Bank, grants loans to and accepts deposits from its directors, principal officers and related parties of such persons during the ordinary course of business.
  • Hannah W. Hutman, a director of the Company, is a partner at the law firm of Hoover Penrod PLC. The Company paid Hoover Penrod approximately $264,887 in 2024 for various legal services.
  • Jason Withers, the son of director Dean Withers, is employed by the Bank as Executive Vice President/Chief Credit Officer.

Stakeholder Impact

  • Shareholders will have the opportunity to vote on key governance matters, influencing the direction of the company.
  • Employees are affected by the executive compensation decisions and the overall governance of the company.
  • Customers and the community benefit from a well-governed and financially sound bank.

Next Steps

  • Shareholders should review the proxy materials and vote on the proposals.
  • The company will hold its Annual Meeting of Shareholders on May 17, 2025.
  • The Board of Directors will consider the results of the advisory votes on executive compensation and its frequency when making future decisions.

Key Dates

DateDescription
January 4, 1982Aubrey Michael Wilkerson began his banking career at Wachovia Bank
September 1990Lisa F. Campbell worked in public accounting from September 1990 through September 1997
September 1997Lisa F. Campbell served as Senior Vice President and Controller for Triangle Bancorp, Inc. in Raleigh, North Carolina from September 1997 to March 2000
March 2000Lisa F. Campbell served as Executive Vice President, Chief Operating Officer and Chief Financial Officer for New Century Bancorp, Inc. in Dunn, North Carolina from March 2000 to August 2014
2000Neil A. Houff became President of Houff Corporation
March 2010Jason C. Withers served as a Credit Analyst for CresCom Bank from March 2010 to March 2017
February 2011Melody Emswiler served as Assistant Vice President/Human Resources Manager from February 2011 to January 2015
April 1, 2012The Company has a noncontributory pension plan that covers all full-time employees and executive officers hired prior to April 1, 2012
August 2012Barton E. Black served as Managing Director at Strategic Risk Associates from August 2012 through February 2019
2012John A. Willingham became President of Stoneridge Companies
August 2014Lisa F. Campbell served as Group Vice President and Chief Financial Officer for Fidelity Bancshares N.C., Inc. in Fuquay-Varina, North Carolina from August 2014 to October 2022
February 2015Melody Emswiler served as Vice President/Director of Human Resources from February 2015 to December 2018
2015Hannah W. Hutman became Attorney, Partner at Hoover Penrod PLC
2015Edward Ray Burkholder became a director
April 2017Jason C. Withers served as a Senior Credit Analyst at Blue Ridge Bank from April 2017 to March 2021
July 2017Charles C. Driest served as Senior Vice President, Director of Digital Banking at Essex Bank from July 2017 to January 2022
December 2017Dean W. Withers was Chief Executive Officer of the Company and the Bank from December 2017 to June 2018
December 2018Michael W. Pugh became Chairman of the Board of the Company and the Bank
December 2018Dean W. Withers became Vice Chairman of the Company
January 2019Paul E. Eberly served as Vice President/Agricultural & Rural Programs Leader from January 2019 until January 2020
January 2019Melody Emswiler served as Senior Vice President/Human Resources Director from January 2019 to December 2021
March 2019Barton E. Black served as Executive Vice President/Chief Strategy & Risk Officer March 2019 to May 2020
2019Christopher S. Runion was elected to the Virginia House of Delegates
January 2020Paul E. Eberly served as Senior Vice President/Agricultural & Rural Programs Leader from January 2020 until September 2020
June 2020Barton E. Black served as the Executive Vice President/Chief Operating Officer of the Bank and the Company from June 2020 to April 2023
September 2020Paul E. Eberly served as Executive Vice President/Chief Credit Officer from September 2020 to August 2022
December 30, 2020The term of Mr. Blacks employment agreement began on December 30, 2020 and initially continued until December 31, 2021
January 4, 2021The term of Mr. Wilkersons employment agreement began on January 4, 2021, and initially continued until December 31, 2022
January 2021Aubrey Michael Wilkerson served as Executive Vice President/Chief Strategy Officer and Northern Shenandoah Valley Market Executive from January 2021 to January 2022
March 2021Jason C. Withers served as Senior Vice President/Credit Manager since March 2021
2021John A. Willingham became Chief Executive Officer of Stoneridge Outdoor Living
2021Daphyne S. Thomas became a director
2021Hannah W. Hutman became a director
2021John A. Willingham became a director
January 2022Charles C. Driest served as Senior Vice President, Director of Digital Banking of the Bank and the Company from January 2022 to April 2023
January 2022Melody Emswiler served as Executive Vice President/Chief Human Resources Officer since January 2022
January 2022Aubrey Michael Wilkerson served as Executive Vice President/Chief Lending Officer from January 2022 to April 2023
September 2022Paul E. Eberly served as Executive Vice President/Chief Development Officer since September 2022
September 2022Jason C. Withers served as Executive Vice President/Chief Credit Officer since September 2022
October 18, 2022The term of Ms. Campbells employment agreement began on October 18, 2022, and initially continued until December 31, 2024
October 2022Lisa F. Campbell served as Executive Vice President/Chief Financial Officer of the Company and the Bank since October 2022
February 15, 2023As of February 15, 2023, the plan was amended to stop the accrual of future benefits and was terminated on June 1, 2024
April 2023Aubrey Michael Wilkerson became Chief Executive Officer of the Company and the Bank
April 2023Barton E. Black became the President of the Bank and the Company
April 2023Charles C. Driest served as Executive Vice President, Chief Experience Officer since April 2023
October 23, 2024Mr. Houff was appointed to the Board of Directors on October 23, 2024
November 14, 2024A Schedule 13G filed on November 14, 2024, by Fourthstone LLC reported beneficial ownership of 350,955 shares of voting common stock as of September 30, 2024
December 13, 2024Shareholder proposals for the 2025 annual meeting must be delivered to the Secretary of the Company no later than December 13, 2024
December 31, 2024The aggregate balance of loans to directors, principal officers and their related parties was $20.6 million at December 31, 2024
December 31, 2024The aggregate balance of deposits from directors, principal officers and their related parties was $8.4 million at December 31, 2024
January 23, 2025On January 23, 2025 (the Notice Date), the Company notified YHB of its dismissal as the Companys independent registered public accounting firm
January 28, 2025As reported in the Companys Current Report on Form 8-K filed with the SEC on January 28, 2025, on January 23, 2025 (the Notice Date), the Company notified YHB of its dismissal as the Companys independent registered public accounting firm
January 28, 2025A copy of YHBs letter dated January 28, 2025, addressed to the SEC, was filed as Exhibit 16.1 to the Companys Current Report on Form 8-K
March 20, 2025Record date for shareholders eligible to vote at the Annual Meeting
March 20, 2025As of March 20, 2025, the Company had outstanding 3,528,262 shares of its common stock
March 28, 2025Based upon its discussions with management and YHB and its review of the representations of management and the report of YHB to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on March 28, 2025
April 14, 2025This Proxy Statement and the accompanying proxy card are being made available to the Companys shareholders on or about April 14, 2025
May 5, 2025Shareholders' Dinner Meeting reservations must be received by May 5, 2025
May 17, 2025Annual Meeting of Shareholders at Blue Ridge Community College at 5:00 p.m. Eastern Time
January 2, 2026Earliest date for receipt of notice of nomination or other business for the 2026 annual meeting
February 16, 2026Latest date for receipt of notice of nomination or other business for the 2026 annual meeting
May 17, 2026Anticipated date of the Companys 2026 annual meeting of shareholders
2028Expiration of terms for Class B directors elected at the 2025 Annual Meeting

Keywords

shareholders, directors, compensation, proxy, governance, audit, election, meeting, bank, stock

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