Anne Keeler
About Anne Keeler
Anne B. Keeler (age 62) has been a Class A director of F&M Bank Corp. since 2019. She is a licensed CPA with a master’s degree in accounting from James Madison University and a B.S. from Virginia Tech. Since 2023, she has served as Chief Financial Officer and Treasurer of the Virginia Tech Foundation, Inc.; prior roles include VP for Finance & Treasurer at Bridgewater College (1998–2021) and early-career financial services roles at Farm Credit and First Union Bank. Her credentials emphasize financial reporting, treasury, audit, and governance; she qualifies as an “audit committee financial expert” under SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Tech Foundation, Inc. | Chief Financial Officer & Treasurer | 2023–present | Responsible for accounting, reporting/analysis, treasury services, HR. |
| Clover Lane Advisory Services | Principal (independent consulting) | 2021–2023 | Financial services advisory practice launched in 2021. |
| Bridgewater College | Vice President for Finance & Treasurer | 1998–2021 | Oversight of financial reporting, treasury, debt, IT, HR, auxiliary services, real estate. |
| Farm Credit | Lender | Early career | Financial services lending experience. |
| First Union Bank (Harrisonburg, VA) | Led statewide agribusiness banking unit | Early career | Banking leadership in agribusiness. |
| James Madison University | Buyer specialist, procurement office | Early career | Public sector procurement experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockingham Insurance | Director; Audit Committee Chair; Board Chair | 2003–2024; Audit Chair; Board Chair 2008–2010 | Regional personal/specialty lines insurer; audit leadership and board chair experience. |
| Virginia Private Colleges Benefits Consortium (VPCBC) | Founding Board Member | Not disclosed | Benefits governance across private colleges. |
| “Section 403(b) Defined Contribution Plan for Tax-Exempt Colleges and Universities in Virginia” | Founding Board Member | Not disclosed | Retirement plan governance for Virginia institutions. |
Board Governance
- Independence: Board has determined Keeler is independent under Nasdaq standards; 9 of 11 directors are independent.
- Committees: Member, Audit Committee; member, Corporate Governance Committee (Bank).
- Financial Expert: Keeler qualifies as an audit committee financial expert under SEC regulations.
- Attendance: Board met 12 times in 2024; each director attended >75% of aggregate Board/committee meetings.
- Committee activity: Audit Committee met 5 times (2024); Compensation Committee met 2 times (Bank); Corporate Governance Committee met 4 times (Bank).
- Board leadership: Independent Chairman structure currently in place.
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Fees Earned or Paid in Cash | Non-employee director cash compensation for 2024 | $33,900 |
| Stock Awards (grant-date fair value) | Non-employee director equity compensation for 2024 | $12,000 |
| Total | Sum of cash and stock awards | $45,900 |
- Structure change effective July 1, 2024: Annual retainer paid quarterly per Board Stock Compensation Guidelines, with 60% Company common stock and 40% cash; Chairman retainer $50,000, non-employee director retainer $40,000. Directors with ≥12,500 shares may elect a larger cash percentage.
- Pre–July 1, 2024 meeting fees: $1,200 per combined Company/Bank Board meeting; $400 per ALCO, Operational Risk, Compensation, Corporate Governance committee meeting; $500 per Audit Committee meeting; plus quarterly $5,000 retainer for bank-related activities.
Performance Compensation
| Item | Applicability to Directors | Notes |
|---|---|---|
| Performance-linked bonus metrics (revenue growth, EBITDA, TSR, ESG) | Not disclosed for directors | Director compensation comprised of cash fees and stock awards; proxy does not identify performance conditions for director equity. |
| Equity award form | Not explicitly specified | Stock awards reported at grant-date fair value under ASC 718; post–July 1 retainer paid partly in common stock. |
No director-specific performance metric framework is disclosed; compensation is predominantly fixed/cash retainers plus time-based stock awards, indicating limited “at-risk” pay for directors.
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Rockingham Insurance | Former director and audit chair | No related-party transactions disclosed with Keeler; broader Board independence discussion noted business dealings for several directors, not including Keeler. |
| VPCBC; Virginia 403(b) Plan Board | Founding board member | Benefits/retirement governance roles; no related-party transactions disclosed. |
Expertise & Qualifications
- CPA licensure; master’s in accounting (James Madison University); B.S. in Agriculture (Virginia Tech); completed CBMI at University of Kentucky.
- Deep finance/treasury/accounting experience across higher education and financial services.
- Designated audit committee financial expert; strengthens oversight of reporting, audit, and internal controls.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Anne B. Keeler | 2,217 | <1% (“*”) | Table based on 3,528,262 shares outstanding as of March 20, 2025. |
| Shares Outstanding | 3,528,262 | — | Reference for ownership base. |
- Pledging/Hedging: Company states it currently does not have an anti-hedging policy; no pledging disclosures identified for Keeler.
- Ownership guideline signal: Keeler’s 2,217 shares are below the 12,500-share threshold required to elect a larger cash percentage under the Board’s Stock Compensation Guidelines, supporting ongoing equity delivery for alignment.
Say-on-Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 1,383,180 | 134,950 | 24,648 | 893,399 |
| 2024 | 1,290,783 | 105,045 | 36,844 | 849,906 |
- Proxy narrative: ~90% support for executive compensation at the 2024 annual meeting, reinforcing shareholder support for compensation philosophy and structure.
Related-Party Transactions (Conflict Review)
- Banking relationships with directors/officers conducted on market terms; aggregate loan balances $20.6 million and deposits $8.4 million as of 12/31/2024.
- Disclosed relationships include legal services from Director Hannah W. Hutman’s firm ($264,887 in 2024) and employment of Director Dean Withers’s son; Keeler is not named in related-party transactions or business dealings.
Governance Assessment
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Strengths:
- Independent director; audit committee member; designated audit committee financial expert—supports robust financial oversight.
- Attendance above 75% and active committee cadence (Audit 5x; Corporate Governance 4x in 2024).
- Equity component in director pay increased via 60% stock retainer post–July 1, 2024—improves alignment given her below-threshold holdings.
- High say-on-pay support (2024 and 2025 vote tallies), signaling broader investor confidence in governance and compensation.
-
Risk indicators and RED FLAGS:
- Anti-hedging policy is not in place, which is shareholder-unfriendly and weakens alignment; no explicit anti-pledging policy disclosure.
- Director ownership is relatively low (<1%); while equity retainer improves alignment, the low base may limit “skin-in-the-game” incentives.
-
Conflicts:
- No disclosed related-party transactions involving Keeler; independence confirmed; Board evaluated business dealings for several directors (Keeler not among them).
-
Committee/Compensation Process Quality:
- Compensation oversight utilizes an independent consultant (Blanchard Consulting Group) for executives and directors; recommendations approved by independent directors—supports process integrity.
- Company uses Nasdaq independence criteria despite not being listed—positive governance practice.
Overall, Anne Keeler’s audit expertise and independence enhance board effectiveness and investor confidence. Key improvement area is formal anti-hedging/anti-pledging policies to strengthen alignment signals.