Charles Driest
About Charles Driest
Charles C. Driest, 47, serves as Executive Vice President and Chief Experience Officer (CXO) of F & M Bank Corp. (FMBM) since April 2023; he previously was Senior Vice President/Director of Digital Banking from January 2022 to April 2023 and held the same role at Essex Bank from July 2017 to January 2022. He holds an MBA in Finance from St. John’s University. Company performance context during his tenure: net income was $7.285 million in 2024 and $8.341 million for the nine months ended September 30, 2025, and the pay-versus-performance TSR index stood at 121 at year-end 2024.
Past Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| F & M Bank Corp. | EVP, Chief Experience Officer | Apr 2023 – Present | |
| F & M Bank Corp. | SVP, Director of Digital Banking | Jan 2022 – Apr 2023 | |
| Essex Bank | SVP, Director of Digital Banking | Jul 2017 – Jan 2022 |
External Roles
No external public company board roles for Mr. Driest are disclosed in the executive officer biographies reviewed (DEF 14A; 10-K executive officer section).
Fixed Compensation
| Component | Value/Policy | Applicability | Source |
|---|---|---|---|
| Base salary | Not individually disclosed for Driest | Executive officers (policy described; individual amounts provided only for NEOs) | |
| Annual incentive maximum | 35% of base salary | Executive officers |
Performance Compensation
| Metric (Executive Incentive Plan) | Weighting | Target | Actual | Payout | Vesting | Source |
|---|---|---|---|---|---|---|
| Non-performing assets to strategic goal | Not disclosed | Budget-based goals set ex-ante | Not disclosed | Not disclosed | Annual cash bonus | |
| 30+ days delinquent to strategic goal (excl. nonaccrual) | Not disclosed | Budget-based goals set ex-ante | Not disclosed | Not disclosed | Annual cash bonus | |
| Net income | Not disclosed | Budget-based goals set ex-ante | Not disclosed | Not disclosed | Annual cash bonus | |
| Total demand deposit growth | Not disclosed | Budget-based goals set ex-ante | Not disclosed | Not disclosed | Annual cash bonus | |
| Total deposit growth | Not disclosed | Budget-based goals set ex-ante | Not disclosed | Not disclosed | Annual cash bonus | |
| Total loan growth | Not disclosed | Budget-based goals set ex-ante | Not disclosed | Not disclosed | Annual cash bonus | |
| Discretionary (personal/department/corporate) | Not disclosed | Committee discretion | Not disclosed | Not disclosed | Annual cash bonus |
Equity compensation program: Time-based restricted stock under the 2020 Stock Incentive Plan generally vests 25% per year over four years, designed to align interests and enhance retention for executive officers. Named 2024 grants were disclosed for the CEO, President, and CFO (not for Driest).
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (EOY 2024) | Reported via Form 5 with ongoing monthly purchases; explanation notes shares include DRIP and ESPP acquisitions in 2024. The filing lists numerous “P” purchases throughout 2024 and indicates end-of-year beneficial ownership; based on the table entries, approximately 7,302 shares at year-end 2024. | |
| Ownership as % of shares outstanding | ≈0.21%, based on ~7,302 shares owned at 12/31/2024 and 3,525,649 shares outstanding at 12/31/2024 (3,525,649). Calculation: 7,302 ÷ 3,525,649 ≈ 0.21%. | |
| 2024 insider trading pattern | Only plan-related purchases (Dividend Reinvestment Plan and Employee Stock Purchase Plan) disclosed; no sales reported in 2024 on the Form 5. | |
| Rule 10b5-1 trading arrangements (Q3-2025) | Company disclosed none of its directors or officers adopted/modified/terminated a Rule 10b5‑1 or non‑Rule 10b5‑1 plan during Q3 2025. | |
| Anti-hedging/pledging policy | Company states it currently does not have policies with respect to financial instruments or transactions that hedge or offset declines in the value of the common stock (i.e., no anti-hedging policy disclosed). Pledging policy is not disclosed. | |
| Company share repurchases (context) | Repurchase program authorized up to $2.2 million effective June 4, 2025; 12,111 shares repurchased in Jul–Aug 2025 at $22.21 average. |
Broad-based equity/retirement alignment: The Stock Bonus Plan (ESOP) is a long-term incentive covering eligible employees including executive officers; company contributions were $257,000 in 2024 and $246,000 in 2023, allocated pro rata by eligible compensation. Individual allocations for named executive officers are in the SCT; Driest’s allocation is not disclosed.
Employment Terms
| Term | Status for Charles Driest | Source |
|---|---|---|
| Individual employment agreement | Not disclosed; proxy summarizes agreements only for CEO (Wilkerson), President (Black), and CFO (Campbell). | |
| Severance (without cause/good reason, no CIC) | Not disclosed for Driest; CEO/President/CFO receive salary continuation and benefits as summarized. | |
| Change-in-control economics | Not disclosed for Driest; CEO/President/CFO have double-trigger cash severance equal to 2.99x salary+greater of target/most recent bonus, plus 24 months welfare benefit; time-based RSUs accelerate on CIC per 2020 plan terms. | |
| Non-compete/non-solicit | Not disclosed for Driest; CEO/President/CFO agreements include ~18-month post-termination non-compete/non-solicit. | |
| Clawback/tax gross-ups | Not specifically disclosed for Driest; no gross-up language identified in summarized NEO agreements. |
Performance & Track Record (Company context during Driest’s tenure)
| Metric | 2023 | 2024 | 9M 2025 | Source |
|---|---|---|---|---|
| Net Income ($) | $2,771,000 | $7,285,000 | $8,341,000 | |
| Pay-versus-Performance TSR index (Value of $100) | 141 | 121 | — |
Additional context: Q3 2025 10-Q notes no material legal proceedings and effective controls and procedures; no officer Rule 10b5‑1 activity in Q3 2025.
Compensation Committee & Say-on-Pay (Governance context)
- Independent directors administer executive compensation with recommendations from the Bank’s Compensation Committee; Blanchard Consulting Group engaged as independent advisor for plan design and benchmarking. The Company does not target a fixed percentile versus peers.
- 2024 say-on-pay received approximately 90% shareholder support.
Investment Implications
- Alignment and selling pressure: Driest’s 2024 Form 5 shows steady accumulation via DRIP/ESPP and no reported sales, implying limited near-term selling pressure; no 10b5‑1 plan activity was reported in Q3 2025. However, the Company lacks an anti-hedging policy, which is a governance red flag for alignment at the firm level.
- Incentive design vs. bank performance: Executive annual incentives emphasize asset quality (NPA, delinquencies), net income, and balance sheet growth, with maximum payout capped at 35% of salary—appropriate for a community bank risk profile. Company net income rebounded in 2024 and strengthened in 9M 2025, indicating that plan metrics were directionally aligned with improving results; individual payouts for Driest are not disclosed.
- Retention dynamics: Time-vested restricted stock vesting over four years and participation in the ESOP support retention; absence of an individually disclosed employment agreement for Driest reduces visibility on severance/CIC protections relative to the CEO/President/CFO.
- Ownership “skin-in-the-game”: Approximate 0.21% beneficial ownership at 12/31/2024 suggests personal alignment, albeit below typical executive stock ownership guideline thresholds (no executive ownership guideline disclosed).