Dean Withers
About Dean W. Withers
Dean W. Withers (age 68) is Vice Chairman of F&M Bank Corp. and has served as a director since 2004. He previously served as President and Chief Executive Officer of the Company and the Bank (2004–2017), CEO (Dec 2017–Jun 2018), EVP (2003–2004), and Vice President (1993–2003). He holds degrees from James Madison University and the Graduate School of Banking at LSU, and brings 39 years of banking experience with core credentials in bank operations, governance, and lending .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F&M Bank Corp. / Farmers & Merchants Bank | Vice Chairman | Dec 2018–Present | Board leadership role |
| F&M Bank Corp. / Farmers & Merchants Bank | Chief Executive Officer | Dec 2017–Jun 2018 | Transition leadership |
| F&M Bank Corp. / Farmers & Merchants Bank | President & Chief Executive Officer | May 2004–Dec 2017 | Led the Company and the Bank; governance and lending expertise |
| Farmers & Merchants Bank | Executive Vice President | Jan 2003–May 2004 | Senior management |
| Farmers & Merchants Bank | Vice President | 1993–2003 | Commercial lending background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia Association of Community Banks | Director (past) | Not disclosed | Industry governance experience |
| Virginia Bankers Association Benefits Corporation | Director (past) | Not disclosed | Benefits/compensation oversight exposure |
| Rockingham Memorial Hospital Foundation | Director (past) | Not disclosed | Non-profit board governance |
No current public company directorships are disclosed for Withers in the 2025 proxy .
Board Governance
- Independence: Not independent. The Board determined Withers is not independent under Nasdaq standards because his son, Jason Withers, is employed by the Bank as Executive Vice President/Chief Credit Officer .
- Committee assignments: Member, Corporate Governance Committee (nominating, board succession, governance principles). The Committee met four times in 2024 .
- Audit/Compensation: Not listed as a member of the Audit Committee or the Bank’s Compensation Committee (which reviews and recommends executive pay) .
- Attendance: The Board met 12 times in 2024; each director attended more than 75% of Board and assigned committee meetings .
- Board leadership: Chairman is independent; Withers serves as Vice Chairman, with CEO separate from the Chair role .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $33,000 | 2024 director compensation |
| Stock Awards (grant-date fair value) | $12,000 | 2024 director compensation (ASC 718) |
| Total | $45,000 | 2024 director compensation |
| Annual Retainer Policy | 60% stock / 40% cash | Effective July 1, 2024 for non-employee directors; directors with ≥12,500 shares may elect a larger cash percentage |
| Retainer Levels | $50,000 Chair; $40,000 non-employee directors | Effective July 1, 2024 |
| Pre–July 1, 2024 Meeting Fees | $1,200 Board; $400 ALCO/Operational Risk/Comp/Governance; $500 Audit | Plus $5,000 quarterly retainer; single $1,200 fee when Company/Bank boards meet same day |
Performance Compensation
- Directors receive equity as part of retainer; no performance metrics disclosed for director compensation (stock grants reported at grant-date fair value; policy focuses on retainer mix rather than goal-based director pay) .
- Equity Plans: 2023 Directors Stock Incentive Plan (not approved by shareholders) with 20,065 shares remaining available; 2020 Stock Incentive Plan with 127,717 shares remaining available (overall equity plans summary) .
| Equity Plan | Status | Securities Remaining |
|---|---|---|
| 2023 Directors Stock Incentive Plan | Not approved by shareholders | 20,065 |
| 2020 Stock Incentive Plan | Approved by shareholders | 127,717 |
Other Directorships & Interlocks
- Corporate Governance Committee membership includes Withers alongside Hutman, Keeler, Pugh, Runion, Wilkerson; focus on nominations, succession planning, and governance principles .
- Related-party professional services: The Bank conducts business with certain directors’ firms (engineering, real estate, signage, legal, education). Withers is not listed among those providing external services to the Bank .
- Family employment interlock: Jason C. Withers (son) is EVP/Chief Credit Officer; total cash compensation $152,060 in 2024 and stock awards $22,243; Board states Dean Withers has no interest in his son’s compensation .
Expertise & Qualifications
- Education: James Madison University; Graduate School of Banking at LSU .
- Core expertise: Bank operations, corporate governance, commercial lending; 39-year banking track record, including 14 years as President/CEO .
Equity Ownership
| Holder | Shares | % of Class | Ownership Details |
|---|---|---|---|
| Dean W. Withers | 47,937 | 1.36% | Includes 15,441 Traditional IRA; 705 Roth IRA; 6,748 Non-Qualified Deferred Compensation Plan; 2,575 spouse-owned |
| Shares Outstanding | 3,528,262 | — | As of March 20, 2025 |
Director Stock Retainer Threshold: Withers’ ownership exceeds the 12,500-share threshold allowing election of a higher cash percentage under the Board’s Stock Compensation Guidelines .
Governance Assessment
- Independence and related-party exposure: Withers’ non-independent status due to a family member in a senior credit role is a governance sensitivity; the proxy explicitly discloses employment terms and states no interest by Withers in his son’s compensation. Monitor for credit decisions or incentive structures that could create perceived conflicts, though Regulation O and policy statements apply to director/officer credit extensions .
- Committee role and engagement: Participation on Corporate Governance (4 meetings in 2024) plus >75% attendance supports engagement; not serving on Audit or Compensation may limit direct oversight of financial reporting and pay policies .
- Alignment: Stock-as-retainer policy (60% stock/40% cash) and Withers’ significant ownership (1.36%) suggest alignment with shareholders; directors can elect more cash if they hold ≥12,500 shares, which Withers exceeds .
- Policy gaps: Company states it currently does not have an anti-hedging policy, which is a potential red flag for alignment best practices relative to broader governance standards .
- Shareholder sentiment: Say-on-pay received ~90% support at the 2024 annual meeting—positive signal on executive pay philosophy and oversight environment, though this pertains to executives, not director pay .
RED FLAGS
- Non-independence tied to family employment (Chief Credit Officer), increasing scrutiny on credit risk decisions and committee assignments; disclosure mitigates some concerns but remains a structural conflict .
- Absence of an anti-hedging policy at the Company level may be viewed unfavorably by some institutional investors focused on alignment safeguards .
- Existence of a directors’ equity plan not approved by shareholders (limited pool) might invite questions from governance-focused investors about approval standards, even if usage is modest .
Additional Notes
- Board/committee structure: Chair is independent; Compensation oversight is conducted via the Bank’s Compensation Committee with recommendations approved by the Company’s independent directors, supported by an external consultant (Blanchard Consulting Group) .
- Annual meeting attendance: The Company encourages attendance; seven of eleven directors attended the 2024 meeting (not specified per director) .
- Audit oversight: Audit Committee met five times; Willingham and Keeler designated as financial experts; Withers not a member .