Christopher Runion
About Christopher S. Runion
Christopher S. Runion (age 66) has served on F & M Bank Corp.’s Board since 2010. He is CEO of Eddie Edwards Signs, Inc. and the managing member of Heifer Investments, LLC, and has served in the Virginia House of Delegates since 2019. He holds a B.S. in Accounting from Virginia Tech and an MBA from James Madison University, with long-standing involvement in local business and agriculture .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eddie Edwards Signs, Inc. | Chief Executive Officer | 25+ years | Commercial/Institutional business experience benefits loan/economic evaluation |
| Heifer Investments, LLC | Managing Member (100% owner) | 25+ years | Private investment entity; holds FMBM shares |
| Virginia House of Delegates (25th District) | Delegate | Since 2019 | Public policy experience; regional ties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shenandoah Valley Economic Education, Inc. | Director | Past 5 years (serving or served) | Education/economic literacy engagement |
| Rotary Club of Harrisonburg | Director | Past 5 years (serving or served) | Community leadership |
| Lantz Construction Company | Director | Past 5 years (serving or served) | Construction/operations exposure |
| Rockingham Mutual Insurance Companies | Director | Past 5 years (serving or served) | Regional insurance operations |
| Rockingham Development Corporation | Director | Past 5 years (serving or served) | Local development insight |
Board Governance
- Independence: The Board determined Runion is independent under Nasdaq standards (FMBM uses Nasdaq criteria though not listed), noting the Bank periodically does business with his signage company; transactions were considered in the independence evaluation .
- Committee assignments (2024–2025): Member, Corporate Governance Committee; not listed on Audit or Compensation Committees in 2024–2025 .
- Audit committee financial expert designation: In 2023 disclosures, the Board noted Runion qualifies as an “audit committee financial expert”; in 2024 disclosures, the designation was assigned to other members (Keeler, Willingham) .
- Attendance: Each director attended >75% of Board and committee meetings in 2024 and 2023; seven of eleven directors attended the 2024 annual meeting, all directors attended the 2023 annual meeting .
| Governance Element | 2023 | 2024 |
|---|---|---|
| Board meeting attendance rate | >75% | >75% |
| Annual meeting attendance (Board-wide) | All directors attended | 7 of 11 directors attended |
| Committee memberships (Runion) | Corporate Governance | Corporate Governance |
| Independence (Board determination) | Independent | Independent |
Fixed Compensation
- Policy shift (effective July 1, 2024): Quarterly retainer paid 60% in company stock and 40% in cash; non‑employee director annual retainer $40,000; Chairman $50,000. Directors holding ≥12,500 shares may elect a higher cash percentage .
- Pre–July 1, 2024 meeting fees: $1,200 per combined Company/Bank board meeting; $400 per ALCO/Operational Risk/Compensation/Corporate Governance meetings; $500 per Audit Committee meeting; plus $5,000 quarterly retainer .
| Runion – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $38,800 | $33,000 |
| Stock Awards – grant-date FV ($) | $2,667 | $12,000 |
| Total ($) | $41,467 | $45,000 |
Performance Compensation
- Director equity/retainer structure is not tied to performance metrics; equity is used as part of the retainer under Board Stock Compensation Guidelines (60% stock / 40% cash) rather than performance-based PSU/TSR frameworks .
| Director Compensation Metrics | Applied to Directors? | Evidence/Notes |
|---|---|---|
| TSR percentile, revenue/EBITDA targets | No | Director pay disclosed as retainer + meeting fees; equity portion via stock retainer policy |
| Time-based stock (retainer) | Yes | Retainer paid partly in common stock per Board Stock Compensation Guidelines |
Other Directorships & Interlocks
- Interlocks/related business: The Bank conducts business with Runion’s signage company; these relationships were reviewed as part of independence determination .
- No public company directorships disclosed for Runion; external roles are regional/private or non-profit entities .
| Potential Interlock | Nature | Board View |
|---|---|---|
| Eddie Edwards Signs (signage) | Vendor relationship with Bank | Considered; Board still deems independent |
Expertise & Qualifications
- B.S. in Accounting (Virginia Tech); MBA (James Madison University) .
- Commercial/institutional business leadership (CEO), agriculture involvement; previously designated an audit committee financial expert (2023 disclosures) .
Equity Ownership
- Ownership increased from 6,944 to 10,207 shares across 2024–2025, with diversified accounts including IRAs and deferred compensation. Percent of class is “<1%.” Heifer Investments LLC holds FMBM shares and is wholly owned by Runion .
| Ownership Detail | 2024 (as of Mar 28) | 2025 (as of Mar 20) |
|---|---|---|
| Total Beneficial Ownership (shares) | 6,944 | 10,207 |
| Percent of Class | <1% | <1% |
| Joint with spouse | 500 | 500 |
| Non‑Qualified Deferred Compensation Plan | 500 | 500 |
| Traditional IRA | 2,752 | 2,752 |
| Simple IRA | 2,000 | 2,000 |
| Custody IRA | — | 825 |
| Heifer Investments LLC (Runion 100%) | 771 | 2,313 |
- Stock-compensation guideline interaction: Directors with ≥12,500 shares may elect more cash; Runion’s 10,207 shares are below that threshold as of March 20, 2025 .
Insider Trades
- Section 16 Compliance: Three Form 4 filings for Runion covering three transactions in 2024 were filed late (company states all other directors met requirements) .
| Year | Form 4 Filings (Runion) | Status |
|---|---|---|
| 2024 | 3 | Filed late |
Compensation Committee Analysis (Context)
- Independent compensation consultant used in 2024 (Blanchard Consulting Group) for board and executive compensation benchmarking/design .
- 2023 analysis referenced peer bank data (Janney report) to inform executive compensation; directors received fixed retainers/meeting fees plus modest stock awards .
Say‑on‑Pay & Shareholder Feedback (Context)
- Advisory vote approval: ~90% support in 2024; ~95% in 2023 .
Governance Assessment
-
Strengths:
- Independent director with finance/operational credentials; prior “audit committee financial expert” designation enhances oversight depth .
- Attendance >75% in consecutive years; engaged via Corporate Governance Committee .
- Equity retainer embeds alignment; beneficial ownership rose to 10,207 shares by 2025, and he cannot elect increased cash under the 12,500‑share threshold—supporting stock‑based alignment .
-
Potential Conflicts / RED FLAGS:
- Vendor relationship (signage) with the Bank is a related‑party exposure; while reviewed and deemed consistent with independence, it warrants continued monitoring for pricing/terms and scope .
- Three late Form 4 filings in 2024 indicate a compliance lapse; although isolated, timely reporting is a governance baseline and late filings can erode investor confidence if recurring .
-
Net View:
- Runion brings relevant financial and operating experience with consistent attendance and committee engagement. The equity retainer policy and sub‑threshold shareholding keep his compensation more stock‑heavy, promoting alignment. However, the signage relationship and Form 4 timeliness require ongoing scrutiny. Strong say‑on‑pay support and use of independent consultants are positive signals for overall governance framework .