Edward Burkholder

About Edward Ray Burkholder

Edward Ray Burkholder, age 51, is an independent director of F&M Bank Corp. (FMBM) since 2015. He is Owner and Director of Balzer and Associates, Inc., a Westwood Company (since 2024), and previously served as Owner, Director, and EVP at Balzer and Associates (2012–2024). He holds a Bachelor of Landscape Architecture from Virginia Tech and obtained his Virginia Professional Landscape Architect certification in 2000, with core credentials spanning master planning, land development, rezoning, and regulatory compliance across local and state land-use frameworks . The Board has determined Burkholder is independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

Fixed Compensation

• Pre–July 1, 2024 structure: $1,200 per combined Company/Bank Board meeting; $400 per ALCO/Operational Risk/Compensation/Corporate Governance meeting; $500 per Audit meeting; plus quarterly retainer of $5,000 .
• Post–July 1, 2024 policy: Annual retainer paid quarterly under Board Stock Compensation Guidelines—60% Company common stock and 40% cash; non-employee director retainer $40,000 (Chairman $50,000). Directors holding ≥12,500 shares may elect a higher cash percentage .

Performance Compensation

FMBM’s proxy does not disclose performance-linked compensation for non-employee directors; equity is used as part of the retainer under the Stock Compensation Guidelines, not as a performance award .

Other Directorships & Interlocks

Expertise & Qualifications

• Bachelor of Landscape Architecture, Virginia Tech; Virginia Professional Landscape Architect certification (2000) .
• Expertise in master planning, land development, rezoning, land-use regulatory requirements; extensive regional project oversight and board-level corporate management .

Equity Ownership

• Section 16 compliance: All filing requirements timely in 2024 except specified late Form 4s for two other insiders; no delinquent filings noted for Burkholder .
• Anti-hedging policy: Company states it currently does not have any hedging policies for directors/employees—a governance risk consideration (no prohibition disclosed) .

Governance Assessment

• Strengths

  • Independent director with multi-committee service (Audit; Bank Compensation), supporting board effectiveness in financial oversight and pay governance .
  • High reported beneficial ownership percentage (4.91%), aligning incentives; however, this figure largely reflects ESOP voting authority rather than economic ownership .
  • Board structure with independent Chair enhances oversight; directors had >75% attendance in 2024, indicating engagement .

• Risks and Red Flags

  • Related-party exposure: The Bank conducts business with Burkholder (engineering services), and with other directors; while considered in independence determinations and asserted to be on market terms, such ties can present perceived conflicts, especially around vendor oversight and loan approvals .
  • ESOP trustee influence: Burkholder has voting power over 168,459 ESOP shares; trustee voting on director elections/say-on-pay can create perceived entrenchment or pay oversight conflicts if not transparently governed .
  • No anti-hedging policy: The Company discloses it currently does not have hedging policies, which is below contemporary governance standards and can weaken alignment signals for directors .
  • Director equity plan not approved by shareholders: 2023 Directors Stock Incentive Plan appears in the “not approved by shareholders” category with 20,065 shares available—this may raise shareholder oversight concerns if used for director grants .

• Compensation governance context

  • Director retainer shifted in 2H 2024 to a stock-heavy mix (60% stock/40% cash), improving alignment; directors holding ≥12,500 shares may elect more cash, which could dilute alignment if widely used by high-ownership directors (policy feature to monitor) .
  • 2024 say-on-pay support ≈90% indicates broad shareholder acceptance of compensation practices, though focused on executive pay rather than director pay .

Overall: Burkholder is an engaged, independent director with relevant regional development and regulatory expertise. Main governance watch items are his vendor relationship with the Bank, his ESOP trustee voting authority, the absence of anti-hedging restrictions, and use of a director equity plan not approved by shareholders—each of which can affect investor confidence in board independence and pay oversight .

Appendix: Committee Assignments Summary