Peter Wray
About Peter H. Wray
Peter H. Wray (age 56) has served as a director of F & M Bank Corp. since 2017. He is President of Wray Realty, Inc. and Principal Broker of Triangle Realtors (since 2002), specializing in commercial and investment real estate across central and western Virginia. He holds a B.A. in Environmental Science from the University of Virginia and is licensed in Virginia and North Carolina, with memberships in NAR, VAR, SVEP, ICSC, and CCIM. His commercial real estate expertise benefits FMBM’s evaluation of commercial loan requests and loan portfolio growth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triangle Realtors | Principal Broker | Since 2002 | Commercial/investment real estate transactions, development financing expertise |
| Wray Realty, Inc. | President | Not stated (current) | Experience across office, industrial, multifamily, shopping centers, self-storage, hotels; rezoning, transportation, financing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shenandoah Valley First Tee Program | Board of Directors | Not stated | Community/non-profit board service |
| University of Virginia Medical Center Volunteer Group | Member | Not stated | Volunteer leadership |
| Elon University Parents Council | Member | Not stated | Advisory/parent council |
| Charlottesville Realtors Commercial Real Estate Council | Member | Not stated | Industry council |
| Professional Affiliations | Member | Various | NAR, VAR, SVEP, ICSC, CCIM |
Board Governance
- Independence: The Board determined Wray is independent under Nasdaq standards; note the Bank conducts business with Wray from time to time (real estate sales and leasing), considered in independence assessment .
- Committees:
- Audit Committee member; all five members are independent. Audit met 5 times in 2024 .
- Bank’s Compensation Committee member; all members are independent. Committee met twice in 2024 .
- Attendance: The Board met 12 times in 2024; each director attended >75% of aggregate Board and committee meetings of which they were a member .
- Governance structure: Independent Chairman; separate from CEO, encouraging independent oversight and prioritization by independent directors .
- Corporate Governance Committee: Membership disclosed; Wray is not listed among its members .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 38,350 | 34,000 |
| Stock Awards ($) | 2,667 | 12,000 |
| Total ($) | 41,017 | 46,000 |
- Pre-July 1, 2024 meeting fees: $1,200 per combined Company/Bank Board meeting; $400 per ALCO, Operational Risk, Compensation, Corporate Governance committee meeting; $500 per Audit Committee meeting; plus $5,000 quarterly retainer for bank-related activities outside meetings .
- Effective July 1, 2024: Annual retainer paid quarterly under Board Stock Compensation Guidelines—60% stock/40% cash (directors with ≥12,500 shares may elect larger cash percentage). Annual retainer set at $40,000 for non‑employee directors; $50,000 for Chairman .
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Equity awards | Stock awards under 2020 Stock Incentive Plan | None disclosed for directors | Director table shows stock awards; no options or PSUs disclosed for directors |
| Options | Not used (not shown in director table) | N/A | No option awards reported for non-employee directors in 2023–2024 |
No performance-based metrics (e.g., TSR, ROE) are disclosed for non-employee director compensation; program consists of meeting fees, cash/stock retainer, and stock awards under the plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Wray in the proxy |
| Interlocks/potential overlaps | The Bank conducts business with Wray (real estate sales and leasing) from time to time; Board considered this in independence determination |
Expertise & Qualifications
- Commercial/investment real estate expertise across development, zoning, financing; broad transaction experience (office, industrial, multifamily, shopping centers, self-storage, hotels) .
- Licensed broker (VA, NC); extensive professional affiliations (NAR, VAR, SVEP, ICSC, CCIM) .
- Education: B.A. Environmental Science, University of Virginia .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Peter H. Wray | 6,617 | * |
- Ownership policy signal: Directors with ≥12,500 shares may elect larger cash portion of retainer; below that threshold, retainer paid 60% stock/40% cash by default .
- Anti‑hedging: The Company currently has no anti‑hedging policy that restricts hedging transactions in Company stock .
Insider Trades and Section 16 Compliance
| Item | 2024 Status |
|---|---|
| Form 4 late filings for Wray | None noted; late filings were disclosed for Wilkerson (2 transactions) and Runion (3 transactions) |
Governance Assessment
- Strengths:
- Independent director with relevant domain expertise for a community bank’s commercial lending—supports credit oversight and growth initiatives .
- Active governance roles (Audit; Compensation at Bank); Audit committee entirely independent; five meetings in 2024 indicate regular oversight cadence .
- Attendance above threshold (>75%); Board met 12 times, indicating engaged governance .
- Compensation consultant (Blanchard) engaged for board/executive compensation; say‑on‑pay received ~90% support at 2024 meeting, signaling shareholder alignment .
- Watch items / potential red flags:
- Related business dealings: Real estate sales/leasing relationships with the Bank were considered in independence determination. While independence was affirmed and transactions are subject to Reg O, this creates potential perceived conflicts; monitor disclosure of specific transaction amounts if/when reported .
- Anti‑hedging gap: Absence of anti‑hedging policy at the Company level may weaken alignment safeguards common at public issuers .
- Ownership alignment: 6,617 shares beneficially owned as of March 20, 2025; below the 12,500‑share threshold that allows greater cash mix under the retainer policy, implying continued stock-based retainer payments but modest absolute ownership; monitor future accumulation .
Overall signal: Wray’s real estate acumen is directly relevant to FMBM’s lending and asset‑quality oversight. Governance participation and independence are positives; however, periodic business dealings with the Bank and the lack of anti‑hedging policy warrant continued monitoring for alignment and potential conflicts .