Melody Emswiler
About Melody Emswiler
Executive Vice President and Chief Human Resources Officer at F&M Bank Corp. since January 2022; age 51, with progression through HR leadership roles at the Company since 2011 and in the HR profession since 1997 . Under her tenure as an executive, Company performance improved materially in 2025: net income reached $8.3 million for the first nine months of 2025 with ROA 0.85% and ROE 12.04%, and net interest margin expanded to 3.33% . Pay-versus-performance disclosures show cumulative TSR of $121 on a $100 base (2024), alongside net income of $7.3 million (2024), $2.8 million (2023), and $8.3 million (2022), evidencing recent profitability recovery .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F&M Bank Corp. | EVP/Chief Human Resources Officer | Jan 2022–present | Executive HR leadership through multi-year digital and organizational transformations; member of executive officer group . |
| F&M Bank Corp. | SVP/Human Resources Director | Jan 2019–Dec 2021 | Led HR function; supported executive transitions and talent programs . |
| F&M Bank Corp. | VP/Director of Human Resources | Feb 2015–Dec 2018 | Built HR programs; supported growth initiatives . |
| F&M Bank Corp. | AVP/Human Resources Manager | Feb 2011–Jan 2015 | Established HR processes and compliance foundation . |
External Roles
No public company directorships or external roles disclosed for Emswiler .
Fixed Compensation
- The proxy’s detailed compensation tables apply to the CEO, President, and CFO (“named executive officers”); specific base salary, target bonus, and bonus paid for the CHRO were not disclosed .
- Company-wide plans accessible to executive officers include: an ESOP with contributions of $257,000 (2024) and $246,000 (2023), allocated pro rata by eligible compensation; cash dividends on Company stock flow through to ESOP participants .
- A nonqualified Deferred Compensation Plan permits eligible executives to defer up to 100% of salary and bonus; distributions occur upon termination or at elected dates; participation is limited to senior management (15 employees), though individual participation for Emswiler is not disclosed .
Performance Compensation
- F&M’s executive compensation program emphasizes pay-for-performance with qualitative and quantitative inputs reviewed by the Compensation Committee and independent directors; Blanchard Consulting Group advises on market benchmarking and plan design .
- Performance metrics used by the Committee for executives include net profit, ROE, ROA, efficiency ratio, strategic objectives (e.g., branch establishment), operational productivity, risk/portfolio management, organizational excellence, and compliance integrity; specific metric weightings, targets, and payouts for the CHRO were not disclosed .
Incentive Design and Payouts
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company-level financial and strategic metrics (net profit, ROE/ROA, efficiency ratio; strategic objectives; operational goals) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Long-term Equity Incentives (Plan Mechanics)
| Instrument | Grant Type | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|
| Restricted Stock under 2020 Stock Incentive Plan | Time-based restricted stock | Vests over four years, 25% on each grant anniversary if employed on vest date | Accelerated vesting of restricted stock upon change in control |
(Note: Individual restricted stock grants for Emswiler are not disclosed in the proxy’s NEO tables .)
Equity Ownership & Alignment
- Section 16 filings indicate Emswiler had no beneficial ownership at the time of her initial Form 3 (event date 01/03/2022; filed 02/09/2024) .
- As of fiscal year-end 12/31/2024 (Form 5), she held common stock both directly and via the ESOP, with recurring DRIP purchases noted during 2024 .
Transactions and Holdings (FY 2024)
| Metric | 05/30/2024 | 08/29/2024 | 11/29/2024 |
|---|---|---|---|
| Shares purchased via DRIP (A) | 10.56 | 8.24 | 9.08 |
| Price per share ($) | $17.19 | $22.35 | $20.52 |
| Beneficial Ownership Breakdown (12/31/2024) | Shares |
|---|---|
| Direct common stock (D) | 2,914.88 |
| Indirect via ESOP (I) | 1,891.94 |
| Total beneficial ownership (D+I) | 4,806.82 (calculated; inputs from ) |
| % of shares outstanding (3,528,262 as of 03/20/2025) | ~0.136% (calculated; holdings , denominator ) |
Alignment/Policies:
- Anti-hedging: Company currently has no hedging policy restricting directors and officers from using instruments that offset declines in the market value of Common Stock (red flag for alignment) .
- Insider trading policy: Blackout periods apply from two days before quarter-end until the third business day after earnings; trades must be coordinated with SEC compliance officer; short-swing profit recovery applies under Section 16(b) .
- Pledging: No pledging policy disclosure found; no pledging by Emswiler disclosed in filings .
Employment Terms
- No individual employment agreement, severance multiple, or non-compete specifics disclosed for Emswiler in Company filings; employment agreements and severance economics are disclosed for CEO, President, and CFO only .
- Equity plan provides accelerated vesting upon change in control for restricted stock grants under the 2020 Stock Incentive Plan .
- Pension Plan for full-time employees hired prior to April 1, 2012 was frozen on February 15, 2023 and terminated on June 1, 2024; individual participation or benefit value for Emswiler is not disclosed .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 | 9M 2025 |
|---|---|---|---|---|
| Net Income ($USD) | $8,300,000 | $2,771,000 | $7,285,000 | $8,300,000 (first nine months) |
| ROA (%) | — | — | — | 0.85% (9M) |
| ROE (%) | — | — | — | 12.04% (9M) |
| Net Interest Margin (%) | — | — | — | 3.33% (9M) |
| Cumulative TSR (Value of $100) | $110 | $141 | $121 | — |
Highlights:
- 2025 year-to-date operating momentum: net interest income up $5.6 million YoY; margin expansion of 60 bps to 3.33%; liquidity and capital resources reaffirmed .
- Credit quality: allowance coverage vs nonperforming assets >100%; nonaccrual loans ratio ~0.85% of total loans (Q3 2025) .
Compensation Committee Analysis
- Independent directors administer executive compensation based on the Bank’s Compensation Committee recommendations and external benchmarking by Blanchard Consulting Group; Committee considers financial and strategic performance vs peers, operational goals, and compliance values .
- Say-on-Pay received approximately 90% approval in 2024, indicating shareholder support for the compensation framework .
Risk Indicators & Red Flags
- Anti-hedging policy absent for Company securities (potential misalignment risk) .
- Section 16 compliance: Company disclosed delinquent initial Form 3 filings and certain Form 4 filings during 2023, including for Emswiler (minor compliance flag) .
- Trading controls: Strict blackout windows and compliance-officer coordination reduce insider trading risk operationally .
Investment Implications
- Alignment: Emswiler’s ownership is modest (~0.136% including ESOP), with ongoing DRIP accumulation and no disclosed sales; absence of an anti-hedging policy weakens alignment optics versus best practices, though blackout and Section 16 enforcement mitigate trading risks .
- Retention risk: No disclosed employment agreement or severance economics for the CHRO; long-term incentives under the 2020 plan and ESOP provide retention, with potential accelerated vesting on change-of-control .
- Execution posture: Company’s 2025 margin expansion, ROA/ROE improvement, and net income recovery support incentive pay narratives tied to enterprise performance; continued credit discipline and liquidity access add stability to HR-led talent strategies .
- Governance: High Say-on-Pay support and use of independent consultant are positives; however, the lack of anti-hedging restrictions remains a notable governance gap for investor alignment .