Lisa Campbell
About Lisa Campbell
Lisa F. Campbell (age 57) is Executive Vice President and Chief Financial Officer of F&M Bank Corp. and Farmers & Merchants Bank, serving since October 18, 2022 . She beneficially owns 12,394 shares of F&M common stock as of March 20, 2025, including 6,255 unvested restricted shares; her ownership is less than 1% of shares outstanding (3,528,262) . Company performance during her tenure: net income was $8.3M (2022), $2.771M (2023), and $7.285M (2024); cumulative TSR values based on a $100 initial investment were $110 (2022), $141 (2023), and $121 (2024) . The executive incentive plan ties annual bonuses to non-performing assets, 30+ day delinquencies (excluding nonaccrual), net income, deposit and loan growth, plus a discretionary component, with a maximum opportunity of 35% of base salary in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fidelity Bancshares N.C., Inc. | Group Vice President & Chief Financial Officer | Aug 2014 – Oct 2022 | Led finance; prior roles contribute to banking finance leadership |
| New Century Bancorp, Inc. | Executive Vice President, Chief Operating Officer & Chief Financial Officer | Mar 2000 – Aug 2014 | Oversaw operations and finance, driving organizational productivity and risk management |
| Triangle Bancorp, Inc. | Senior Vice President & Controller | Sep 1997 – Mar 2000 | Managed accounting controls and reporting |
| Public Accounting | Various roles | Sep 1990 – Sep 1997 | Built technical accounting expertise supporting later CFO roles |
External Roles
No public company board roles disclosed in executive biographies and proxy statements reviewed (2025, 2024, 2023) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 253,235 | 268,479 |
| Non-Equity Incentive ($) | 35,000 | 68,125 |
| Stock Awards – Grant Date Fair Value ($) | 6,236 | 37,871 |
| All Other Compensation ($) | 28,819 | 39,272 |
| Total ($) | 323,290 | 413,747 |
All Other Compensation – 2024 Detail:
| Component | Amount ($) |
|---|---|
| 401(k) Company Contribution | 4,267 |
| ESOP Contribution | 11,115 |
| Deferred Compensation Company Contribution | 16,350 |
| Life Insurance Premiums | 636 |
| Dividends on Unvested Restricted Stock | 2,433 |
| Personal and Other Benefits (incl. vehicle, BOLI premiums, country club dues) | 4,471 |
| Total | 39,272 |
Performance Compensation
Executive Incentive Plan – 2024 Structure and Outcome:
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| % Non-performing assets to strategic goal | Not disclosed | Predetermined around budget | Not disclosed | Included in $68,125 for 2024 | Plan max 35% of base salary |
| % 30+ days delinquent (excl. nonaccrual) to strategic goal | Not disclosed | Predetermined around budget | Not disclosed | Included in $68,125 for 2024 | |
| Net income | Not disclosed | Predetermined around budget | Not disclosed | Included in $68,125 for 2024 | |
| Total demand deposit growth | Not disclosed | Predetermined around budget | Not disclosed | Included in $68,125 for 2024 | |
| Total deposit growth | Not disclosed | Predetermined around budget | Not disclosed | Included in $68,125 for 2024 | |
| Total loan growth | Not disclosed | Predetermined around budget | Not disclosed | Included in $68,125 for 2024 | |
| Discretionary component | Not disclosed | Predetermined around budget | Not disclosed | Included in $68,125 for 2024 |
Equity Awards and Vesting:
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 3/7/2023 | Time-based Restricted Stock | 209 | 6,236 (aggregate 2023 stock awards) | 4 years; 25% on each anniversary of grant, service-based |
| 3/7/2024 | Time-based Restricted Stock | 2,130 | 37,871 (aggregate 2024 stock awards) | 4 years; 25% on each anniversary of grant, service-based |
Outstanding Equity Awards at Fiscal Year-End (as of 12/31/2024):
| Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 3/7/2023 | 209 | 4,039 |
| 3/7/2024 | 2,130 | 43,090 |
Notes: The company grants equity under the 2020 Stock Incentive Plan; options are not currently utilized (no options outstanding) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 12,394 shares as of March 20, 2025 |
| Ownership % of Shares Outstanding | <1% (star footnote) with 3,528,262 shares outstanding |
| Unvested Restricted Stock (included in beneficial ownership) | 6,255 shares |
| Vested vs Unvested Breakdown | Unvested disclosed; vested not separately disclosed |
| Options (Exercisable/Unexercisable) | None disclosed; no options outstanding under plan tables |
| Stock Ownership Guidelines | Not disclosed in proxy materials reviewed |
| Pledging as Collateral | Not disclosed in proxy materials reviewed |
| Anti-Hedging Policy | Company currently does not have any anti-hedging policies |
| Insider Trading Arrangements | No Rule 10b5‑1 or non‑Rule 10b5‑1 arrangements adopted, modified, or terminated by officers in Q3 2025 |
Employment Terms
| Term | Detail |
|---|---|
| Start Date (CFO) | October 18, 2022 |
| Agreement Term | Initially through Dec 31, 2024; auto-renews each Dec 31 for a two-year rolling term unless notice is given |
| Severance (No Change-in-Control) | Base salary for the greater of remainder of term or 12 months; earned but unpaid bonus; welfare continuance equal to 12× the COBRA premium excess |
| Change-in-Control (Double Trigger) | Lump sum: welfare continuance at 24× COBRA premium excess; 2.99× base salary plus greater of target or prior year actual annual bonus; subject to release/covenant compliance |
| Equity Acceleration on CIC | Accelerated vesting of restricted stock under 2020 Stock Incentive Plan upon change-in-control |
| Non-Compete / Non-Solicit | 18 months post-termination |
| Clawback Provisions | Not disclosed in proxy materials reviewed |
| Tax Gross-Ups | Not disclosed in proxy materials reviewed |
| Deferred Compensation | Eligible; plan allows deferral of up to 100% of salary/bonus; company made discretionary contributions in 2024 |
Investment Implications
- Alignment and skin-in-the-game: Campbell’s direct ownership is under 1% with a meaningful unvested RS position that vests 25% annually over four years, supporting retention but with limited immediate ownership leverage; the company does not prohibit hedging, which is a governance alignment consideration .
- Incentive design: Annual cash incentives are tied to asset quality, profitability, and balance sheet growth metrics with a 35% of salary cap, reinforcing focus on credit risk and organic growth—payouts were $68,125 in 2024 .
- Change-of-control economics: Double-trigger severance at 2.99× salary+bonus plus health benefit multiples and equity acceleration could be value-dilutive in an acquisition scenario; investors should model potential transaction costs accordingly .
- Trading signals and selling pressure: No officer 10b5‑1 plans were adopted in Q3 2025, and restricted stock dividends are paid on unvested shares; vesting cadence may create periodic liquidity windows though no pledging or sales are disclosed in filings reviewed .
- Governance and shareholder feedback: The company received ~90% say‑on‑pay support in 2024, and uses an independent compensation consultant (Blanchard), indicating constructive shareholder sentiment and structured pay practices .