Hannah Hutman
About Hannah Hutman
Hannah W. Hutman (age 44) is an independent director of F & M Bank Corp. (FMBM) serving since 2021; she is an attorney and Partner at Hoover Penrod PLC with deep expertise in bankruptcy, insolvency, and commercial loan transactions, including restructuring, asset liquidations, and foreclosures . She holds degrees from Columbia Union College and the Marshall-Wythe School of Law (William & Mary), is AV-rated by Martindale-Hubbell, listed in Super Lawyers as a Rising Star, Virginia’s “Legal Elite,” and was in the American Bankruptcy Institute’s 2018 class of “40 under 40” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoover Penrod PLC | Partner | 2015–present | Counsel on bankruptcy/insolvency; representation of creditors, trustees and debtors; commercial loan transactions and collections for banks |
| U.S. Bankruptcy Court, Western District of Virginia | Panel of Chapter 7 Trustees (member) | Not disclosed | Trustee experience adds expertise in problem loan/bankruptcy proceedings |
| Virginia State Bar, Bankruptcy Law Section | Chair, Board of Governors (former) | Not disclosed | Governance and leadership in state bar; specialty domain oversight |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Hoover Penrod PLC | Partner | Private law firm | Primary professional affiliation |
| Virginia State Bar (Bankruptcy Law Section) | Former Chair, Board of Governors | Professional association | Specialty leadership credentials |
| American Bankruptcy Institute | “40 under 40” (2018) | Recognition | Industry recognition in bankruptcy |
| U.S. Bankruptcy Court (WDVA) | Panel Trustee | Public service function | Trustee panel membership |
| Public company boards (other than FMBM) | None disclosed | — | No other public company directorships disclosed |
Board Governance
- Independence: Board determined Hutman is independent under Nasdaq standards; note that the Bank conducts business with her (legal services) but still deemed independent after considering relationships .
- Committee memberships: Member, Corporate Governance Committee; not listed on Audit or Compensation Committees .
- Attendance: Each director attended greater than 75% of Board and committee meetings in 2024; Board met 12 times; Corporate Governance met 4 times; Audit met 5 times; Compensation met 2 times .
- Annual meeting attendance: 7 of 11 directors attended the 2024 annual meeting (individual attendance not disclosed) .
| Committee | Member (Yes/No) | Chair Role | 2024 Meetings | Notes |
|---|---|---|---|---|
| Corporate Governance | Yes | No chair role disclosed | 4 | Oversees nominations, succession, governance principles |
| Audit | No | — | 5 | Audit Committee membership disclosed; Hutman not listed |
| Compensation (Bank) | No | — | 2 | Operates at Bank level; membership disclosed; Hutman not listed |
| ALCO / Operational Risk | Not disclosed | — | Not disclosed | Committees exist; membership not disclosed in proxy |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 33,800 | 12,000 | 45,800 |
Director compensation structure (policy changes effective July 1, 2024):
- Annual retainer paid quarterly in 60% stock / 40% cash; directors with ≥12,500 shares may elect a larger cash percentage; retainer $50,000 for Chairman and $40,000 for non-employee directors .
- Prior to July 1, 2024: $1,200 per combined Company/Bank Board meeting; $400 per ALCO/Operational Risk/Comp/Governance meeting; $500 per Audit meeting; plus $5,000 quarterly cash retainer .
Performance Compensation
| Instrument | Metric Tied to Pay | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Director stock awards | None (retainer stock; not performance-based) | Quarterly (retainer) | Not disclosed for directors | 2024 stock awards reflect retainer equity; no director performance metrics disclosed |
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public companies | None disclosed | — | None disclosed |
| Private/professional | Hoover Penrod PLC | Partner | Company purchases legal services from Hutman’s firm (see Related Party) |
| Government/Professional | Virginia State Bar, Bankruptcy Law Section | Former Chair | Professional leadership; no transactional interlock with FMBM |
| Judiciary-related | Chapter 7 Trustee Panel (WDVA) | Trustee (panel member) | Governance/legal expertise; no transactional interlock with FMBM |
Expertise & Qualifications
| Area | Details |
|---|---|
| Education | Columbia Union College; Marshall-Wythe School of Law (William & Mary) |
| Technical expertise | Bankruptcy/insolvency law, problem loan management, foreclosures, legal governance |
| Industry experience | Counsel to national/regional banks on commercial loan transactions and collections |
| Recognitions | Martindale-Hubbell “AV” rating; Super Lawyers Rising Star; Virginia “Legal Elite”; ABI “40 under 40” (2018) |
Equity Ownership
| As of | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| March 20, 2025 | 2,493 | <1% |
Ownership alignment context:
- Company outstanding shares: 3,528,262 .
- Director stock ownership guideline proxy: retainer paid 60% in stock unless holding ≥12,500 shares permits more cash; Hutman’s 2,493 shares are below this threshold .
Insider Trades & Section 16 Compliance
| Director | 2024 Filing Timeliness | Notes |
|---|---|---|
| Hannah W. Hutman | Timely (no delinquencies reported) | Company reported delinquencies only for Wilkerson (2 filings) and Runion (3 filings) in 2024; others, including Hutman, timely |
Related Party Transactions
| Transaction | Year | Amount ($) | Terms | Notes |
|---|---|---|---|---|
| Legal services from Hoover Penrod PLC (Hutman’s firm) | 2024 | 264,887 | Rates substantially the same as charged to other clients; firm is one of several retained by Company | Potential conflict; Board considered this in independence and still determined Hutman independent under Nasdaq standards |
| Banking relationships with directors | 2024 | Loans: $20.6M; Deposits: $8.4M | Same terms as non-related parties; Regulation O compliance | Aggregate across directors; individual details not disclosed |
Governance Assessment
- Positive signals:
- Legal and insolvency expertise directly relevant to bank oversight of problem loans, bankruptcy proceedings, and governance; enhances board effectiveness .
- Serves on Corporate Governance Committee, contributing to nominations, succession, and governance policy; committee met 4 times in 2024 .
- Independent director designation under Nasdaq standards, despite the firm transaction; suggests board’s robust independence review .
- Attendance ≥75% of Board and committee meetings; Board met 12 times in 2024, indicating acceptable engagement .
- Concerns/RED FLAGS:
- Related-party transaction: $264,887 paid to her law firm in 2024; while disclosed and described as market-rate, it presents perceived conflict risk and warrants continued monitoring of recusal practices .
- No anti-hedging policy: Company states it currently has no hedging policy for directors and employees; this is shareholder-alignment negative versus best practices .
- Ownership alignment: 2,493 shares (<1%) and below the 12,500-share threshold that allows greater cash elections; alignment is modest for a governance-focused director .
Compensation Committee Analysis (context for board oversight)
- Compensation Committee (Bank level) comprised of independent directors (Burkholder, Pugh, Thomas, Willingham, Wray); Hutman is not a member .
- Independent consultant: Blanchard Consulting Group engaged for executive and director compensation review and design .
- Say-on-pay support ~90% in 2024, indicating broad shareholder endorsement of compensation practices (executive program) .
Fixed Compensation (Structure Reference)
| Component | Pre–July 1, 2024 | Post–July 1, 2024 |
|---|---|---|
| Board meeting fee (Company/Bank combined) | $1,200 per meeting | Retainer-driven (see below) |
| Committee meeting fees | $400 (ALCO, Operational Risk, Compensation, Governance); $500 (Audit) | Retainer-driven (see below) |
| Quarterly retainer | $5,000 cash | Annual retainer: $40,000 (non-employee director) paid quarterly in 60% stock / 40% cash (≥12,500 shares allows more cash); Chairman $50,000 |
Performance Compensation (Director)
- No performance-conditioned director pay disclosed; director stock awards reflect retainer equity grants; no performance metrics, options, PSUs, or TSR targets for directors disclosed .
Other Directorships & Interlocks
| Type | Entity | Description |
|---|---|---|
| Public | None disclosed | No public company interlocks stated |
| Private/professional | Hoover Penrod PLC | Partner; Company retains the firm for legal services |
Expertise & Qualifications (detail)
| Qualification | Evidence |
|---|---|
| Bankruptcy/insolvency specialist | Representation of creditors/trustees/debtors; asset liquidations, restructurings |
| Banking sector legal experience | Representation of national/regional banks in loan transactions and collections |
| Governance credentials | Former Chair, Board of Governors, VA State Bar Bankruptcy Law Section |
| Recognitions | AV-rated; Super Lawyers Rising Star; Virginia Legal Elite; ABI “40 under 40” |
Equity Ownership (alignment detail)
| Holder | Shares | Percent of Class | Threshold Comparison |
|---|---|---|---|
| Hannah W. Hutman | 2,493 | <1% | Below 12,500-share threshold for elective cash-heavy retainer |
Governance Conclusion
Hutman brings highly relevant legal and insolvency expertise to FMBM’s Board and contributes through the Corporate Governance Committee. However, the Company’s payment to her law firm ($264,887 in 2024) is a continuing related-party exposure and a notable governance red flag despite the Board’s independence determination; investors should monitor recusals and competitive bidding for legal services . Alignment could be strengthened through higher personal ownership and adoption of anti-hedging policies; attendance and committee engagement meet baseline expectations .