Barton Black
About Barton Black
Barton E. Black, age 54, is President of F&M Bank Corp. and F&M Bank since April 2023, after serving as EVP/COO (June 2020–April 2023) and EVP/Chief Strategy & Risk Officer (March 2019–May 2020); previously Managing Director at Strategic Risk Associates (Aug 2012–Feb 2019) . His employment agreement is auto-renewing to maintain a two-year rolling term and includes severance and change-of-control protections; restrictive covenants include 18-month non-compete and non-solicit . Company performance during his senior leadership tenure saw net income rise from $2.77M in 2023 to $7.29M in 2024, while cumulative TSR (value of $100 investment from 12/31/2020) moved from $141 in 2023 to $121 in 2024 . Executive incentives emphasize risk/credit quality, profitability, and growth (non-performing assets, 30+ day delinquency, net income, deposit and loan growth, plus discretionary), with a 35% maximum cash incentive opportunity for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F&M Bank Corp./F&M Bank | President | Apr 2023–Present | Not disclosed |
| F&M Bank Corp./F&M Bank | EVP/Chief Operating Officer | Jun 2020–Apr 2023 | Not disclosed |
| F&M Bank Corp./F&M Bank | EVP/Chief Strategy & Risk Officer | Mar 2019–May 2020 | Not disclosed |
| Strategic Risk Associates | Managing Director | Aug 2012–Feb 2019 | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $305,343 | $318,287 |
| Non-Equity Incentive Plan Compensation ($) | $35,000 | $71,381 |
| Stock Awards – Grant-date Fair Value ($) | $42,979 | $62,034 |
| All Other Compensation ($) | $48,435 | $53,561 |
| Total Compensation ($) | $431,757 | $505,264 |
| Max Annual Cash Incentive Opportunity (% of base) | 35% | 35% |
All Other Compensation (2024 detail):
| Component | Amount ($) |
|---|---|
| 401(k) Company Contribution | $7,617 |
| Company ESOP Contribution | $11,550 |
| Company Deferred Compensation Contribution | $19,155 |
| Life Insurance Premiums | $1,184 |
| Restricted Stock Dividends | $7,300 |
| Personal and Other Benefits (incl. vehicle, BOLI premiums, club dues) | $6,755 |
| Total | $53,561 |
Performance Compensation
Executive Incentive Plan structure and metrics (cash bonus):
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| % Non-Performing Assets to strategic goal | Not disclosed | Predetermined around budget | Not disclosed | Part of $71,381 (2024) | Annual plan; max 35% of base |
| % 30+ days delinquent to strategic goal (excl. nonaccrual) | Not disclosed | Predetermined around budget | Not disclosed | Part of $71,381 (2024) | Risk quality focus |
| Net Income | Not disclosed | Predetermined around budget | Not disclosed | Part of $71,381 (2024) | Profitability alignment |
| Total Demand Deposit Growth | Not disclosed | Predetermined around budget | Not disclosed | Part of $71,381 (2024) | Funding mix |
| Total Deposit Growth | Not disclosed | Predetermined around budget | Not disclosed | Part of $71,381 (2024) | Balance sheet growth |
| Total Loan Growth | Not disclosed | Predetermined around budget | Not disclosed | Part of $71,381 (2024) | Asset growth |
| Discretionary (personal, department, corporate) | Not disclosed | Not disclosed | Not disclosed | Part of $71,381 (2024) | Committee discretion |
Equity incentives (time-based restricted stock):
| Grant Date | Shares Granted | Vesting | Dividends on Unvested |
|---|---|---|---|
| Mar 7, 2024 | 3,489 | 25% per year over 4 years | Eligible during vesting |
| Mar 7, 2023 | 1,442 | 25% per year over 4 years | Eligible during vesting |
| Mar 7, 2022 | 664 | 25% per year over 4 years | Eligible during vesting |
| Mar 5, 2021 | 729 (unvested at 12/31/2023) | 25% per year over 4 years | Eligible during vesting |
Outstanding unvested restricted stock and reported market value at fiscal year-end:
| Grant Date | Unvested Shares (12/31/2023) | Market Value ($) | Unvested Shares (12/31/2024) | Market Value ($) |
|---|---|---|---|---|
| 3/5/2021 | 729 | $14,060 | Not disclosed | Not disclosed |
| 3/7/2022 | 995 | $19,208 | 664 | $115,174 |
| 3/7/2023 | 1,923 | $37,114 | 1,442 | $27,835 |
| 3/7/2024 | — | — | 3,489 | $70,582 |
Note: Company states all restricted stock vests ratably over four years; market values are those disclosed in the proxy tables as of each year-end .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Date | Shares Beneficially Owned | % of Shares Outstanding | Key Notes |
|---|---|---|---|
| Mar 28, 2024 | 180,527 | 5.18% | Includes 5,959 unvested RS; and trustee voting power over Stock Bonus Plan shares |
| Mar 20, 2025 | 182,230 | 5.16% | Includes 11,443 unvested RS; and trustee voting power over 168,459 Stock Bonus Plan shares |
- Anti-hedging policy: Company does not have hedging policies; insider trading policy exists but no hedging restrictions are noted .
- Pledging: No pledging disclosures identified for executives; not disclosed in proxy .
- Stock ownership guidelines: Not disclosed for executives; directors have stock compensation guidelines for retainers but no executive ownership multiple policy disclosed .
Employment Terms
| Provision | Terms | Conditions/Notes |
|---|---|---|
| Agreement Term | Began Dec 30, 2020; auto-renews each Dec 31 so that extended term is two years unless notice given | Rolling two-year term |
| Severance (no CoC) | If terminated without Cause or resign for Good Reason (no CoC): Base salary for greater of remainder of term or 12 months; unpaid prior year bonus; welfare continuance equal to 12× excess COBRA premiums vs current employee contributions | Subject to release and covenant compliance |
| Change-of-Control (CoC) | If terminated by Company post-CoC or resign for Good Reason post-CoC: Lump sum equal to welfare continuance (24× excess COBRA) plus 2.99× (base salary + greater of target or most recent actual annual bonus) | Subject to release and covenants |
| Restrictive Covenants | Confidentiality, non-disclosure; non-compete and non-solicit for 18 months after termination | Enforceable per agreement |
| Death/Cause/Voluntary (no Good Reason) | No compensation or benefits payable | As defined in agreement |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | $8,300,000 | $2,771,000 | $7,285,000 |
| Value of $100 Investment (TSR index) | $110 | $141 | $121 |
- Incentive metrics used by Compensation Committee emphasize asset quality, profitability, and balance sheet growth (NPA %, 30+ day delinquency, net income, deposit and loan growth, discretionary performance) .
- Compensation benchmarking uses Janney Montgomery Scott peer banks in VA and neighboring states with defined asset/performance characteristics; no fixed percentile target .
Governance and Say-on-Pay
- Compensation Committee oversees executive pay (charter approved by Board); mix of salary, non-equity incentives, and long-term equity; no rigid formulas, judgment-based within metrics and peer context .
- 2023 say-on-pay approval approximately 95%, indicating strong shareholder support for compensation philosophy and structure .
- Board structure includes independent Chair; risk oversight via Audit, ALCO, Compensation, Operational Risk, Corporate Governance committees .
Risk Indicators & Red Flags
- No anti-hedging policy: potential misalignment risk if executives hedge exposure; company insider trading policy exists but no hedging restrictions .
- Related-party services: legal fees paid to director’s law firm ($264,887 in 2024); not directly tied to Black but part of governance context .
- Pledging status: not disclosed; absence of disclosure increases monitoring need .
- Equity awards are time-based RS without performance share metrics; lower risk in realizing value versus PSUs but less explicit pay-for-performance linkage .
Investment Implications
- Alignment: Black holds a meaningful beneficial stake (~5.16% as of Mar 2025), including trustee voting power over Stock Bonus Plan shares; plus unvested RS that vest ratably through 2028, supporting retention and alignment .
- Incentive design: Annual cash bonus capped at 35% of base and tied to asset quality, profitability, and growth—appropriate for a community bank context—but weights/targets are not disclosed, limiting transparency for pay-for-performance evaluation; equity is predominantly time-based RSUs with dividend rights on unvested shares .
- Contract economics: Robust change-of-control protection at 2.99× salary+bonus and extended COBRA support (24× excess premiums) may reduce departure risk but creates potential payout overhang in a sale scenario; 18-month non-compete/non-solicit mitigates transition risk .
- Performance trajectory: 2024 net income recovery to $7.29M and higher bonus vs 2023 suggests operational execution improved under current leadership, though cumulative TSR index declined vs 2023, highlighting market valuation headwinds despite earnings progress .
- Monitoring priorities: Seek disclosure on any pledging, executive ownership guidelines, and EIP weights/targets; track vesting timelines and potential Form 4 activity to assess near-term selling pressure; continue evaluating balance sheet growth and credit-quality metrics, which directly influence incentive payouts .