Neil Houff
About Neil A. Houff
Independent director since 2024; age 61. President of Houff Corporation since 2000 with prior tenure at the company beginning in 1986; B.S. in agriculture education from Virginia Tech (1986). Current roles span agricultural services, trucking, rail transload, logistics, and warehousing—bringing regional agribusiness expertise and market ties to F&M Bank Corp. Appointed October 23, 2024 and nominated to the Board’s Class B for a term expiring in 2028; the Board formally determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houff Corporation | President | Since 2000; with company since 1986 | Led diversification from fertilizer/crop protection into trucking, rail-to-truck transload, biosolids application, warehousing, and 3PL services—expanding market relevance in FMBM’s footprint |
| Railside Industries | President | Not disclosed | Ongoing leadership in industrial services; complements logistics/rail expertise |
| Railside Enterprises | Chair and Secretary | Not disclosed | Governance experience in affiliated enterprise |
| Triangle Leasing | Secretary/Treasurer | Not disclosed | Finance/administrative oversight |
| IDM Trucking | Vice President | Not disclosed | Operational and logistics domain expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia Crop Production Association | Board member | Current | Industry network; agribusiness perspective |
| Shenandoah Valley Railroad | Board member | Current | Regional rail operations; logistics insight |
| Pleasant Valley Church of the Brethren | Board member | Current | Community ties |
| Bridgewater Retirement Community | Board member | Current | Local institutional governance |
| CNI Ag | Board member | Current | Agribusiness network expansion |
Board Governance
- Independence: Board determined Neil A. Houff is independent (Nasdaq definition) .
- Committee assignments: Not listed among members of Audit, Compensation (Bank), or Corporate Governance (Bank); no chair roles disclosed for Mr. Houff in 2024 .
- Attendance: Each director attended >75% of Board and committee meetings in 2024; Bank Board also met 12 times, with all Company directors serving on the Bank Board .
- Years of service: Director since 2024; Class B nominee for term through 2028 .
- Annual meeting attendance: Seven of eleven directors attended 2024 annual meeting (pre-dating Mr. Houff’s appointment) .
Fixed Compensation
| Item | Amount/Terms | Period | Notes |
|---|---|---|---|
| Annual retainer – Chairman | $50,000 | Effective July 1, 2024 | Paid 60% stock / 40% cash quarterly under Board Stock Compensation Guidelines (may elect higher cash only if ≥12,500 shares owned) |
| Annual retainer – Non-employee directors | $40,000 | Effective July 1, 2024 | Paid 60% stock / 40% cash quarterly; 12,500-share threshold to adjust cash/stock mix |
| Meeting fees (pre–July 1, 2024) | $1,200 per combined Company/Bank Board mtg; $500 Audit; $400 ALCO/Operational Risk/Compensation/Corporate Governance | Through June 30, 2024 | One $1,200 fee when Company and Bank boards met same day; quarterly $5,000 retainer prior to policy change |
| Neil A. Houff – Cash fees | $4,000 | FY 2024 | Reflects partial-year service post-appointment on Oct. 23, 2024 |
| Neil A. Houff – Stock awards (grant-date fair value) | $6,000 | FY 2024 | Under 2020 Stock Incentive Plan/Directors Stock Compensation policy |
| Neil A. Houff – Total director comp | $10,000 | FY 2024 | Cash + stock awards |
Performance Compensation
| Component | Target/Metric | Actual/Status | Terms |
|---|---|---|---|
| Director performance-based pay | None disclosed | Not applicable | Director compensation comprises retainers, meeting fees, and stock awards; no options or PSUs, and no performance metrics disclosed for directors in 2024 |
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Shared directorships/business with FMBM: Board noted ongoing bank business relationships with several directors (engineering, appraisal, signage, real estate, legal, education), but did not list Houff among those with such relationships; no related-party transactions involving Mr. Houff disclosed .
- General insider banking relationships: Aggregate loans to directors/officers/related parties $20.6 million; deposits $8.4 million (on market terms per Regulation O); individuals not specified—no Houff-specific item disclosed .
Expertise & Qualifications
- Agriculture/agribusiness leader with logistics (trucking/rail transload/warehousing) proficiency; extensive regional market knowledge benefiting loan and business opportunity evaluation .
- Education: B.S. agriculture education, Virginia Tech (1986) .
- Community and industry governance roles broaden stakeholder engagement and information flow .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Notes |
|---|---|---|---|---|
| Neil A. Houff | 1,006 | <1% | March 20, 2025 | Direct ownership; “less than 1%” per company table; 3,528,262 shares outstanding |
- Pledging/hedging: Company states it currently does not have any anti-hedging policies; no pledging disclosures specific to Mr. Houff .
- Ownership guideline: Directors must accept 60% of retainer in stock unless holding ≥12,500 shares, enabling higher cash election; Mr. Houff’s 1,006 shares are below threshold .
Governance Assessment
- Independence and attendance: Positive—independent status and Board-wide >75% attendance signal engagement and oversight quality .
- Alignment: Stock-heavy retainer (60% equity) plus personal share ownership align incentives, though current holdings are modest for a newly appointed director; below the 12,500-share threshold that would permit a higher cash mix .
- Committees: No committee assignments disclosed yet for Mr. Houff; watch for future placements (e.g., ALCO/Operational Risk) to leverage domain expertise .
- Related-party risk: No Houff-specific transactions disclosed; Board reviewed independence considering director business relationships and did not flag Houff—low conflict indication presently .
- RED FLAGS:
- Absence of anti-hedging policy could weaken alignment safeguards; no hedging/pledging prohibitions are specified .
- Low current ownership relative to 12,500-share threshold; expected for a new appointee but worth monitoring for increased “skin in the game” over time .
Insider Trades
| Item | Status | Period | Notes |
|---|---|---|---|
| Section 16 compliance (Mr. Houff) | No delinquencies reported | FY 2024 | Company identified certain filing delinquencies for other insiders, but none for Mr. Houff |
Notes on Director Compensation Tools and Plans
- Equity plans: 2020 Stock Incentive Plan (127,717 shares available as of 12/31/2024); 2023 Directors Stock Incentive Plan (20,065 shares available as of 12/31/2024) .
- Director pay structure shifted July 1, 2024 to equity-heavy retainer per Board Stock Compensation Guidelines—improves ownership alignment; meeting fees supplemented this prior to the shift .
Overall signal: Houff adds sector-operational expertise with regional ties; independence affirmed and engagement adequate. Primary governance watchpoints are the company’s lack of anti-hedging policy and the need to track Houff’s committee assignments and ownership progression for stronger alignment .