Paul Eberly
About Paul Eberly
Paul E. Eberly, age 43, is Executive Vice President and Chief Development Officer at F&M Bank Corp. (FMBM), a role he has held since September 2022; previously he served as EVP/Chief Credit Officer (Sep 2020–Aug 2022) after joining FMBM in 2019 to lead Agricultural & Rural Programs. He has been in banking and finance since 2005, with prior sales, lending, credit, risk and leadership roles in the Farm Credit System (2005–2019) . Company-level pay-versus-performance disclosures show net income of $7.285 million in 2024, $2.771 million in 2023, and $8.3 million in 2022, with cumulative TSR values of $121, $141, and $110 respectively over those years, framing the performance context during his tenure as an NEO in 2023 and senior executive in 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F&M Bank Corp. | EVP/Chief Development Officer | Sep 2022–Present | Senior growth and development leadership; succeeded prior credit leadership role |
| F&M Bank Corp. | EVP/Chief Credit Officer | Sep 2020–Aug 2022 | Led credit function during post-pandemic period |
| F&M Bank Corp. | SVP/Ag & Rural Programs Leader | Jan–Sep 2020 | Built agricultural lending focus |
| F&M Bank Corp. | VP/Ag & Rural Programs Leader | Jan 2019–Jan 2020 | Established ag segment lending programs |
| Farm Credit System | Sales, Lending, Credit, Risk roles | 2005–2019 | Multi-disciplinary production agriculture finance and risk management experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farm Credit System | Various leadership roles | 2005–2019 | Enhanced technical expertise in agricultural credit and risk management |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Components of “All Other” (401k, ESOP, Deferred Comp, Insurance, Dividends, Perqs) |
|---|---|---|---|
| 2023 | 204,322 | 33,060 | $7,117 401(k); $9,072 ESOP; $12,480 deferred comp; $706 insurance; $2,805 restricted stock dividends; $880 personal/other |
| 2022 | 193,174 | 30,707 | Not itemized in 2024 proxy for 2022; plan-level descriptions provided separately |
Notes
- Deferred Compensation Plan: senior management participants may defer salary/bonus; Company made discretionary contributions of $214,403 in 2023 and $196,574 in 2024 across participants .
- ESOP: Company contributed $246,000 in 2023 and $257,000 in 2024, allocated pro-rata by eligible compensation; participants receive dividend pass-through .
Performance Compensation
| Year | Non-Equity Incentive Plan ($) | Plan Metrics | Target / Max Opportunity | Actual Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| 2023 | 26,624 | % non-performing assets to strategic goal; % 30+ days delinquent to goal (ex nonaccrual); net income; demand deposit growth; total deposit growth; total loan growth; discretionary component | Max 35% of base salary | Paid post-year-end per plan; Board retains discretion | N/A (cash) |
| 2022 | 42,600 | Same construct as above (2022 plan under similar framework) | Not separately stated; program structure consistent | Paid post-year-end per plan | N/A (cash) |
Equity Awards (time-based restricted stock; 4-year ratable vesting)
- Vesting policy: one-fourth of shares on each grant anniversary, subject to continued employment .
- Clawback: Awards subject to recovery under applicable law and Company policy per 2020 Stock Incentive Plan .
| Grant Date | Unvested Shares (#) | Grant/Year-End Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 3/7/2023 | 1,342 | 25,901 (FMV at 12/31/2023) | 25% on each anniversary through 2027 |
| 3/7/2022 | 662 | 12,767 (FMV at 12/31/2023) | 25% on each anniversary through 2026 |
| 3/7/2021 | 463 | 8,926 (FMV at 12/31/2023) | 25% on each anniversary through 2025 |
Equity Ownership & Alignment
- Beneficial Ownership: Not individually enumerated for Eberly in 2024/2025 tables; executive officer group held 371,432 shares (2024) and 407,560 shares (2025), including unvested restricted shares; Eberly’s unvested restricted holdings detailed above .
- Options: Company reported no shares to be issued upon exercise of outstanding options/warrants/rights at 12/31/2023 and 12/31/2024, indicating no outstanding executive options under the plan at those dates .
- Accelerated vesting on change in control: Restricted stock grants accelerate under 2020 Stock Incentive Plan .
- Anti-hedging policy: Company “currently does not have any policies” restricting hedging or derivatives that offset declines in market value of common stock .
- Pledging: No pledging disclosures specific to Eberly; none noted in proxy narrative .
Employment Terms
- Employment agreement: No separate employment agreement summary for Eberly in 2024/2025 proxies (agreements summarized for CEO, President, CFO only) .
- Retirement plans: Defined benefit pension plan accruals ceased in Feb 2023 and plan terminated June 1, 2024; applicability depends on hire date (pre-2012), not explicitly disclosed for Eberly .
- Deferred compensation: Participates in nonqualified plan; received Company contribution in 2023 ($12,480) .
- Clawback: Equity awards subject to Dodd-Frank/recoupment policy per 2020 Stock Incentive Plan .
Performance & Track Record
| Year | Cumulative TSR Value of Initial $100 Investment | Net Income ($) |
|---|---|---|
| 2022 | 110 | 8,300,000 |
| 2023 | 141 | 2,771,000 |
| 2024 | 121 | 7,285,000 |
Additional context
- Shareholder support for pay: Say-on-pay approval ~95% (2023) and ~90% (2024), indicating broad support for compensation structure .
- Compensation benchmarking: Janney peer report referenced in 2024; Blanchard Consulting engaged in 2024–2025 for board/executive compensation design and competitiveness .
Compensation Structure Analysis
- Mix and design: Eberly’s compensation includes salary, annual incentive tied to credit quality, growth and profitability metrics, and time-based RSUs vesting over four years; maximum annual incentive opportunity set at 35% of base salary (aligns pay with bank performance and growth goals) .
- Equity design: Shift is toward time-based restricted stock (no options outstanding), emphasizing retention and alignment but with lower performance sensitivity versus PSUs/options; awards accrue dividends during vesting per plan .
- Governance features: Clawback language embedded in 2020 plan; anti-hedging policy absent, which is a shareholder alignment risk factor relative to peers that restrict hedging .
- Peer process: Use of independent consultant (Blanchard) suggests formal pay benchmarking; 2024 disclosure cites robust shareholder support (~90%) .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support (%) |
|---|---|
| 2023 | ~95 |
| 2024 | ~90 |
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Unvested RSUs (12/31/2023) | 1,342 (2023 grant); 662 (2022); 463 (2021) |
| Dividends on unvested RSUs | $2,805 received in 2023 under plan |
| Ownership guidelines | Not disclosed for executives in proxies; director stock retainer guidelines described separately |
| Pledging/Hedging | Company has no anti-hedging policy; no pledging disclosure for Eberly |
| Options | None outstanding company-wide as of 12/31/2023–2024 |
Investment Implications
- Pay-for-performance alignment: Eberly’s annual incentive is explicitly linked to credit quality, loan/deposit growth, and net income, with a prudent cap at 35% of base, indicating moderate leverage to operational performance and risk management—constructive for community bank fundamentals .
- Retention risk vs selling pressure: Time-based RSUs with four-year ratable vesting, dividend accrual, and change-of-control acceleration support retention; absence of options/PSUs reduces performance convexity and potential selling triggers, but lack of anti-hedging policy is a governance gap to monitor .
- Ownership alignment: Documented unvested RSUs, ESOP participation, and deferred comp contributions suggest meaningful “skin in the game” via ongoing equity accumulation and long-term incentives; individual beneficial ownership is not itemized, limiting precision in alignment assessment .
- Contractual economics: No disclosed individual employment agreement for Eberly; therefore, severance/CIC multiples and restrictive covenants are not available—focus shifts to plan-level equity acceleration and cash incentive discretion under board oversight .
- Performance context: Company TSR declined in 2024 (to $121 from $141) while net income rebounded to $7.285M; EIP metrics include growth and profitability levers, implying potential for incentive payouts if momentum persists—watch credit metrics and deposit/loan growth against targets .