DEF: F&M Bank Corp. Annual Meeting and Director Elections

F&M Bank Corp. announces its 2026 Annual Meeting of Shareholders, detailing proposals for director elections, auditor ratification, and executive compensation review.

Summary

• F&M Bank Corp. is holding its 2026 Annual Meeting of Shareholders on May 16, 2026, at Blue Ridge Community College in Weyers Cave, Virginia.
• Shareholders will vote on the election of four directors for three-year terms and one director for a one-year term.
• The appointment of Elliott Davis, PLLC as the independent registered public accounting firm for 2026 will be ratified.
• An advisory vote will be held on the Company's 2025 executive compensation program.
• Shareholders of record as of March 20, 2026, are eligible to vote.
• Proxy materials are available online at fmbankva.com/investor-relations.
• The company has outstanding 3,559,157 shares of common stock as of March 20, 2026.
• Directors and executive officers collectively beneficially own 10.65% of the outstanding common stock.
• Fourthstone LLC is a significant beneficial owner, holding 8.65% of the outstanding common stock.
• The company reports that all Section 16(a) filing requirements were timely satisfied, with minor exceptions for certain officers.
• The Board of Directors is composed of 11 members, with 8 deemed independent under Nasdaq listing standards.
• The company's Audit Committee members are independent and include two audit committee financial experts.
• The company's independent registered public accounting firm for the fiscal year ending December 31, 2026, will be Elliott Davis, PLLC, replacing Yount, Hyde & Barbour, P.C.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting standard corporate governance procedures and upcoming shareholder votes. While there are no significant financial performance disclosures, the emphasis on independent directors and robust audit oversight is a positive sign.

Positives

• The company is holding its annual shareholder meeting, facilitating shareholder engagement and governance.
• A majority of the Board of Directors (8 out of 11 members) are considered independent, aligning with good corporate governance practices.
• The Audit Committee comprises independent members, with two designated as financial experts, ensuring robust financial oversight.
• The company has a clear process for shareholder proposals and director nominations, encouraging participation.
• Executive compensation is tied to performance metrics including net income, expense ratios, and strategic goals, with strong shareholder approval (91.11%) for the 2025 compensation program in the prior year's advisory vote.
• Amended employment agreements for key executives provide for severance in case of termination without cause or for good reason, offering stability.
• The company has a Stock Bonus Plan (ESOP) and a 401(k) Savings Plan to incentivize and retain employees.

Negatives

• There were minor delays in Section 16(a) filings for certain officers (Mr. Black, Mr. Eberly, Mr. Runion) during 2025.
• The company previously dismissed its independent auditor, Yount, Hyde & Barbour, P.C., and appointed Elliott Davis, PLLC, effective January 23, 2025, for the 2025 audit, which could be perceived as a change in auditor relationship.
• The company's pension plan was terminated on June 1, 2024.

Risks

• The company's business is subject to risks associated with loan relationships, which are monitored by the Board and its committees.
• The company has adopted an insider trading and reporting policy to mitigate risks associated with material nonpublic information.
• The company does not have a written policy regarding the timing of option awards in relation to the disclosure of material nonpublic information, though it states it has not timed disclosures to affect compensation.
• The company's employment agreements include non-competition and non-solicitation covenants that continue for 18 months post-employment, which could impact future employment for executives.

Future Outlook

The filing does not contain specific forward-looking financial guidance. It outlines upcoming proposals for the annual meeting, director elections, auditor ratification, and executive compensation review, all pertaining to the company's governance and operational continuity.

Management Comments

• The Board believes it is in the best interests of the Company to make the determination of whether to separate the roles of Chief Executive Officer and Chairman of the Board based on the position and direction of the Company and the membership of the Board.
• The Board believes that having an independent director serve as Chairman is in the best interest of the Company's shareholders at this time, encouraging greater role for independent directors in oversight and agenda setting.
• The Company encourages members of the Board to attend the annual meeting of shareholders.
• The Board of Directors unanimously recommends that shareholders vote FOR approval of the Company's executive compensation.

Industry Context

StockSavvy.ai notes that F&M Bank Corp.'s proxy statement reflects standard corporate governance practices for a regional bank, including director elections, auditor ratification, and advisory votes on executive compensation. The focus on independent directors and audit committee financial experts is consistent with industry expectations for financial institutions.

Comparison to Industry Standards

• The company's board composition, with 8 out of 11 directors deemed independent, aligns with best practices for corporate governance, which often recommend a majority of independent directors.
• The use of an independent compensation consultant (Blanchard Consulting Group) to advise on executive and board compensation is a common practice among publicly traded companies to ensure competitive and appropriate compensation structures.
• The company's executive compensation program, which includes base salary, non-equity incentives tied to financial and strategic goals, and equity compensation (restricted stock), is broadly consistent with compensation strategies in the banking sector.
• The company's shareholder advisory vote on executive compensation receiving approximately 91.11% support in the prior year indicates strong shareholder alignment with the company's compensation philosophy, a positive indicator compared to companies facing significant 'Say on Pay' opposition.

Management Changes

Corporate Governance

Related Party Transactions

• The Company, through its subsidiary Bank, grants loans to and accepts deposits from its directors, principal officers, and their related parties in the ordinary course of business. Loans are on terms comparable to those for non-related customers and do not involve more than normal risk.
• Aggregate balance of loans to directors, principal officers, and related parties was $18.4 million at December 31, 2025, and $20.6 million at December 31, 2024.
• Aggregate balance of deposits from directors, principal officers, and related parties was $7.6 million at December 31, 2025, and $8.4 million at December 31, 2024.
• Jason Withers, son of director Dean Withers, was employed as Executive Vice President/Chief Credit Officer, receiving $162,691 in cash compensation and stock awards in 2025.
• Hannah W. Hutman, a director, is a partner at Hoover Penrod PLC, which received approximately $275,990 in legal fees from the Company in 2025.

Stakeholder Impact

• Shareholders: Will vote on director elections, auditor ratification, and executive compensation, influencing corporate governance and potentially future company performance.
• Employees: Benefit from retirement plans (401k, ESOP) and potential discretionary contributions to the deferred compensation plan.
• Executives: Have amended employment agreements providing severance benefits and are subject to compensation plans tied to company performance.
• Creditors: The company's financial health and risk management practices, overseen by the Board and its committees, are relevant to creditors.

Next Steps

• Shareholders to vote on the election of directors at the Annual Meeting.
• Shareholders to ratify the appointment of Elliott Davis, PLLC as the independent registered public accounting firm.
• Shareholders to provide an advisory vote on the Company's 2025 executive compensation program.
• Shareholders may submit proposals for the 2027 annual meeting by December 14, 2026.

Key Dates

Recommendation

This filing is a proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts that would warrant a buy or sell recommendation. It outlines routine governance matters and upcoming shareholder votes. A 'hold' recommendation is appropriate as investors await future financial reports and strategic updates.

Keywords

F&M Bank Corp, Proxy Statement, Annual Meeting, Shareholders, Director Election, Executive Compensation, Independent Auditor, Corporate Governance, SEC Filing, DEF 14A