Mike Wilkerson
About Mike Wilkerson
Aubrey Michael (Mike) Wilkerson is Chief Executive Officer (CEO) and director of F & M Bank Corp. (FMBM) since April 2023; he is age 67 and a graduate of Elon University with a 40+ year banking career across Wachovia/Wells Fargo in business banking and market leadership roles . Under “Pay versus Performance,” FMBM reported 2024 compensation actually paid to the PEO of $640,677 alongside net income of $7.285 million and cumulative TSR value of $121 on a $100 initial investment, vs. 2023 net income of $2.771 million and TSR value of $141 . He signed CEO certifications in the 2024 and 2023 Form 10-Ks and is the principal executive officer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F & M Bank Corp. | CEO | Apr 2023–present | Led profitability focus; executed executive team initiatives and loan/deposit growth goals . |
| F & M Bank Corp. | EVP/Chief Lending Officer | Jan 2022–Apr 2023 | Oversaw lending; credit and growth priorities . |
| F & M Bank Corp. | EVP/Chief Strategy Officer & Northern Shenandoah Valley Market Executive | Jan 2021–Jan 2022 | Strategy formulation and market execution . |
| Wells Fargo | Commercial Banking Market Executive, Western Mid-Atlantic | 2018–2020 | Regional leadership and commercial portfolio oversight . |
| Wells Fargo | Business Banking Division Executive (VA/MD/DC) | 2012–2018 | Division leadership across business banking . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBA National Small Business Committee | Committee member | Not disclosed | SME voice on small business banking . |
| Virginia Community College Foundation | Board; Finance & Investment Committee | Not disclosed | Oversight of finance/investment activities . |
| Blue Ridge Hospice | Board member | Not disclosed | Community leadership and governance . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 336,997 | 366,449 |
| Stock Awards (grant-date fair value, $) | 39,738 | 107,978 |
| Non-Equity Incentive Plan ($) | -- | 91,250 |
| All Other Compensation ($) | 56,501 | 59,509 |
| Total ($) | 433,237 | 625,185 |
All Other Compensation detail (FY 2024): 401(k) company contribution $7,370; ESOP contribution $11,550; deferred compensation contribution $21,900; life insurance premiums $636; restricted stock dividends $8,941; personal/other benefits $9,112 .
Performance Compensation
| Plan/Grant | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Executive Incentive Plan (Annual Cash) | Non-performing assets %, 30+ day delinquency %, net income, demand deposit growth, total deposit growth, total loan growth, discretionary | Not disclosed | Pre-set around annual budget | 2024 payout $91,250; max opportunity 35% of base salary | N/A |
| Equity Awards (Restricted Stock) | Time-based retention | N/A | N/A | Grants made Mar 7, 2024: 6,073 shares | 4-year vest; 25% on each anniversary; dividends paid during vesting |
Pay versus performance disclosure shows 2024 “compensation actually paid” adjustments for Wilkerson: deduction for reported stock awards $(107,978); unvested fair value increase $122,857; other fair value changes net to +$15,492 .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 41,805 | |
| Ownership % of outstanding | 1.18% (shares outstanding 3,528,262) | |
| Unvested restricted stock (shares) | 15,301 | |
| ESOP shares | 912 | |
| Outstanding unvested awards detail (as of 12/31/2024) | 608 sh (3/7/2022, MV $15,174); 1,334 sh (3/7/2023, MV $25,737); 6,073 sh (3/7/2024, MV $122,857) | Closing price $22.87 on 12/31/2024 |
| Anti-hedging policy | Company currently does not have anti-hedging policies | Potential misalignment risk |
| Pledging as collateral | Not disclosed | — |
Equity Plan capacity: 2020 Stock Incentive Plan remaining 127,717 shares; Directors Stock Incentive Plan 20,065 shares; total 147,782 available .
Employment Terms
| Term | Detail |
|---|---|
| Agreement start/term | Began Jan 4, 2021; auto-renews each Dec 31 to keep two-year rolling term unless either party gives advance written notice |
| Severance (no CoC) | Base salary for greater of remaining term or 12 months; payment of earned unpaid bonus; welfare continuance equal to 12× excess COBRA premiums over current employee rate |
| Change-of-control (CoC) | Double trigger: if terminated without Cause or for Good Reason following a CoC, lump sum equal to 2.99× (base salary + greater of target annual bonus or most recent actual bonus) plus welfare continuance 24× excess COBRA premiums; subject to release and restrictive covenant compliance |
| Equity acceleration | Restricted stock accelerates upon change in control per 2020 Stock Incentive Plan |
| Restrictive covenants | Confidentiality, non-disclosure, non-compete, non-solicit; non-compete/non-solicit generally continue 18 months post-employment |
Board Governance
- Board service: Director since 2023; not independent (current employment); Board leadership separates Chair from CEO; independent Chair in place .
- Committees: Member, Corporate Governance Committee; committee met four times in 2024 .
- Attendance: The Board met 12 times in 2024; each director attended >75% of board and committee meetings .
- Audit Committee: independent membership; met 5 times in 2024 .
- Compensation governance: Bank’s Compensation Committee of independent directors oversees executive compensation; engaged Blanchard Consulting as independent comp consultant; no target percentile maintained .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting: Say-on-Pay approved (votes: For 1,383,180; Against 134,950; Abstain 24,648; Broker non-votes 893,399). Shareholders selected annual frequency for future votes (1-year: 1,346,672) .
- 2024 annual meeting: Say-on-Pay approved (For 1,290,783; Against 105,045; Abstain 36,844; broker non-votes 849,906) .
- Company disclosure: 2024 Say-on-Pay received approximately 90% support, reinforcing compensation structure .
Related Party & Risk Indicators
- Anti-hedging policy: Company currently has no anti-hedging policy (potential alignment concern) .
- Section 16 compliance: Two Form 4 filings for Wilkerson were late in 2024 (company disclosed delinquent reports) .
- Related transactions: Director-affiliated legal services paid ~$264,887 in 2024 (rates comparable to others; firm among several retained) .
- Insider loans/deposits: Aggregate loans to directors/officers/related parties $20.6 million; deposits $8.4 million as of 12/31/2024; stated to be on market terms (Reg O) .
Compensation Structure Analysis
- Year-over-year mix shift: 2024 stock awards increased ($107,978 vs. $39,738 in 2023) alongside initiation of non-equity incentive payout ($91,250 in 2024 vs. none in 2023), indicating higher at-risk pay and equity emphasis post-CEO appointment .
- Incentive metrics: Multi-factor plan balances asset quality (non-performing assets, delinquency), profitability (net income), and growth (deposits/loans), plus discretionary component; maximum annual opportunity capped at 35% of base salary, mitigating excessive risk-taking .
- Equity awards: Time-based RS grants vest ratably over four years; dividends paid on unvested shares (retention lever but less performance-conditioned) .
- Consultant use: Independent consultant (Blanchard) engaged; company does not target a specific percentile, aligning pay to internal judgment and peer context .
Performance & Track Record
- 2025 YTD performance (through Sept 30, 2025): Net income $8.3 million vs. $5.0 million in 2024 period; net interest margin increased 60 bps to 3.33%; assets grew to $1.36 billion; CEO emphasized consistent quarter-to-quarter improvements and tangible book value growth .
- 2024 Q3 dynamics: One-time severance expense ($193k) and external fraud loss ($737k) weighed on quarterly net income; provision for credit losses increased; NIM improved sequentially .
Equity Awards and Vesting Schedule
| Grant Date | Type | Shares Unvested | Vesting Mechanics | Market Value (12/31/2024) |
|---|---|---|---|---|
| 3/7/2022 | Restricted Stock | 608 | 25% per anniversary over 4 years | $15,174 |
| 3/7/2023 | Restricted Stock | 1,334 | 25% per anniversary over 4 years | $25,737 |
| 3/7/2024 | Restricted Stock | 6,073 | 25% per anniversary over 4 years | $122,857 |
Investment Implications
- Alignment: Wilkerson holds 1.18% of outstanding shares with 15,301 unvested RS and ESOP participation, providing meaningful alignment; however, lack of anti-hedging restrictions is a governance gap that could dilute alignment signals if not managed by policy .
- Retention and change-in-control: Strong retention mechanics via rolling two-year term and multi-year RS vest; CoC benefits with 2.99× cash multiple and accelerated vesting represent standard regional bank protections but imply significant payout sensitivity to M&A outcomes .
- Pay-for-performance: Incentive metrics tied to asset quality, profitability, and balance sheet growth align to bank value creation; 2025 YTD operating improvements and NIM expansion suggest compensation levers are directionally aligned with shareholder value, with TSR and net income reported in pay-versus-performance .
- Trading signals: Upcoming annual RS vesting tranches (each March 7) may create periodic liquidity events; late Form 4s in 2024 highlight process risk but not necessarily selling pressure; monitor Form 4s around vest dates for potential supply .