Jason Withers
About Jason Withers
Executive Vice President/Chief Credit Officer at F&M Bank Corp. since September 2022; previously Senior Vice President/Credit Manager from March 2021 to September 2022. Age 42 as of the 2025 proxy; prior roles include Senior Credit Analyst at Blue Ridge Bank (2017–2021) and Credit Analyst at CresCom Bank (2010–2017) . Company performance during his tenure: net income was $8.3M (2022), $2.771M (2023), and $7.285M (2024); TSR on a $100 base finished at $110 (2022), $141 (2023), and $121 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F&M Bank Corp. | Senior Vice President, Credit Manager | Mar 2021–Sep 2022 | Led credit management; preparatory role for CCO transition |
| F&M Bank Corp. | Executive Vice President, Chief Credit Officer | Sep 2022–Present | Oversees credit risk, non-performing assets/delinquency targets tied to executive incentive plan |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Ridge Bank | Senior Credit Analyst | Apr 2017–Mar 2021 | Credit underwriting and portfolio analytics in community banking context |
| CresCom Bank | Credit Analyst | Mar 2010–Mar 2017 | Foundational credit analysis supporting lending growth |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Total Cash Compensation ($) | $147,121 | $152,060 |
Notes:
- Breakdown of base salary vs. bonus was not disclosed for Jason; figures represent total cash compensation reported under “Employment of Family Member of Director.”
Performance Compensation
Annual Incentive Plan (Executive Officers)
| Element | Detail |
|---|---|
| Eligible participants | Executive officers may earn annual incentive awards (covers EVPs) |
| Max bonus opportunity | 35% of base salary (2023, 2024) |
| Metrics (components) | Non-performing assets % to strategic goal; 30+ days delinquent % excluding nonaccrual to goal; Net income; Total demand deposit growth; Total deposit growth; Total loan growth; Discretionary (personal/department/corporate) |
| Target setting | Achievement levels predetermined around annual budget with above/below/on-budget thresholds |
| Weightings/targets/actual/payout | Not disclosed for individual executives |
Stock Awards (Restricted Stock under 2020 Plan)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards – Grant Date Fair Value ($) | $13,991 | $22,243 |
| Vesting Schedule | 4-year time-based; 25% vests on each anniversary date, subject to continued employment |
Additional context:
- Restricted stock awards for executives accrue dividends during vesting under the 2020 Stock Incentive Plan .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership (shares) | Not individually disclosed for Jason; proxy beneficial ownership table covers directors and named executive officers (CEO, President, CFO) |
| ESOP participation | Company ESOP is a noncontributory stock bonus plan covering eligible employees; Jason received “benefits under certain employee benefit plans generally available to similarly situated employees” |
| Deferred compensation | Plan limited to directors and senior management; participation not individually detailed for Jason |
| Anti-hedging policy | Company currently has no anti-hedging policy (no restrictions on hedging/derivatives that offset declines in common stock value) |
| Insider trading policy | Adopted insider trading and reporting policy; filed as Exhibit 19.1 to 2024 10-K |
| Pledging of shares | No pledging by Jason disclosed |
| Ownership guidelines | Executive ownership guidelines not disclosed; directors have stock/cash retainer mix guidelines |
Employment Terms
| Provision | Disclosure |
|---|---|
| Employment agreement | Not disclosed for Jason; employment agreements summarized only for CEO, President, CFO |
| Severance (no CoC) | Not disclosed for Jason |
| Change-in-control (CoC) | Not disclosed for Jason; NEOs have 2.99× salary+greater of target/actual bonus and accelerated vesting of restricted stock upon CoC |
| Non-compete / non-solicit | Not disclosed for Jason; NEOs have 18-month non-compete/non-solicit covenants |
| Clawbacks | Not disclosed |
| Related party | Jason is the son of director Dean Withers; Board independence specifically notes Dean Withers is not independent due to Jason’s employment |
| Pay detail | Jason’s cash compensation and stock awards disclosed under “Employment of Family Member of Director” |
Company Performance During Jason’s Tenure
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($USD) | $8,300,000 | $2,771,000 | $7,285,000 |
| TSR – Value of $100 Investment | $110 | $141 | $121 |
Compensation Committee Analysis
- Independent oversight and consultants: Blanchard Consulting Group engaged in 2024 to advise on executive/director compensation design and peer competitiveness; director compensation moved to stock/cash mix from July 2024 . In 2023, peer context referenced Janney Montgomery Scott report on regional banks .
- Say-on-pay results: 95% approval at 2023 annual meeting; 90% approval at 2024 annual meeting, signaling shareholder support for compensation structure .
Risk Indicators & Red Flags
- Absence of anti-hedging policy is a governance red flag that can weaken pay-for-performance alignment if executives hedge exposure; monitor for any disclosed hedging/derivative use by insiders (none disclosed for Jason) .
- Related party employment: Disclosure and independence treatment for Dean Withers (not independent due to Jason’s employment) mitigates, but continued monitoring of credit decisions and Regulation O compliance is prudent .
- Section 16 compliance: No specific delinquencies disclosed for Jason in 2024–2025 proxies; company noted some other late filings for specific directors/officers .
Investment Implications
- Alignment: Jason’s compensation includes time-based restricted stock with four-year vesting and participation in broad-based employee plans (ESOP); equity exposure plus executive incentive metrics focused on credit quality (NPAs, delinquencies) and growth should align his incentives with shareholder risk-adjusted returns, but lack of anti-hedging policy is a notable gap .
- Retention risk: Multi-year vesting on restricted stock and executive incentive opportunities (up to 35% of salary) support retention; absence of a disclosed individual employment agreement means severance/change-in-control protections are not evident for Jason, potentially lowering retention in a transaction scenario compared to NEOs .
- Trading signals: Upcoming annual vesting under restricted stock can add modest supply; individual grant dates for Jason were not disclosed, so monitor Form 4 filings around typical grant/vesting cycles (historically March for NEOs) and fiscal calendar events. Strong improvement in net income in 2024 vs. 2023 and TSR retracement suggest sensitivity to earnings trends; credit performance metrics embedded in the plan are key levers to watch in quarterly disclosures .