DEF 14A of First National Corp /Va/
Filed Apr 3, 2025 · FY20240001437749-25-010913
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS There are currently thirteen directors serving on the Board, all of whom are standing for re-election at the Annual Meeting to serve for a one-year term and until the election and qualification of their respective successors. Unless authority is withheld in the proxy, each proxy executed and returned by a record shareholder will be voted for the election of the nominees listed below. Proxies distributed in conjunction herewith may not be voted for persons other than the nominees named thereon. If any person named as nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxy holders will nominate and vote for a replacement nominee or nominees recommended by the Board. At this time, the Board knows no reason why any of the nominees listed below may not be able to serve as a director if elected. In the election of directors, those receiving the greatest number of votes will be elected even if they do not receive a majority. Set forth below is the name of each nominee and, as to each of the nominees, certain information including age and the year in which the director was first elected to the Board. Additional information regarding the specific experience and skills of each nominee that led to the conclusion that the person should serve as director of the Company is also provided below. Unless otherwise indicated, the business experience and principal occupations shown for each nominee has extended five or more years. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOLLOWING PERSONS NOMINATED BY THE BOARD.
Committees
| ● | Recommending pay levels and bonus payouts for executive officers other than the Chief Executive Officer. |
Summary Compensation Table
Summary Compensation Table The following table provides information concerning total compensation earned or paid to the Chief Executive Officer, Senior Executive Vice President and Chief Operating Officer, and the former Executive Vice President and Chief Financial Officer for services rendered to the Company. These executive officers are referred to as the named executive officers in this proxy statement. The named executive officers received compensation from First Bank, a wholly-owned subsidiary of First National Corporation. The named executive officers did not receive any compensation from the Company. Employment agreements for named executive officers are described in more detail below under the headings “Employment Agreements” and “Potential Payments Upon Termination or Change of Control.”
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Scott C. Harvard | 2024 | $459,185 | $558,746 | $252,552 | $20,894 | $1,291,377 | | President | 2023 | $435,865 | $128,042 | - | $29,561 | $593,468 | | Chief Executive Officer | | | | | | | | Dennis A. Dysart | 2024 | $294,081 | $364,653 | $109,397 | $13,380 | $781,511 | | Sr. Executive Vice President | 2023 | $289,871 | $64,407 | - | $38,255 | $392,533 | | Chief Operating Officer | | | | | | | | M. Shane Bell | 2024 | $239,891 | $43,018 | - | $14,094 | $297,003 | | Executive Vice President | 2023 | $262,698 | $63,039 | $37,769 | $43,015 | $406,521 | | Chief Financial Officer | | | | | | |
Summary Compensation Table
| (1) The amounts reported reflect the aggregate grant date fair value of the awards for the fiscal year ended December 31, 2024, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification 718 – Compensation – Stock Compensation (formerly FASB 123R Share-Based Payment). Equity awards consisted of grants of restricted stock units. For valuation and discussion of assumptions related to stock awards, please refer to Note 23 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2025. |
Summary Compensation Table
| (2) This column includes payments earned during 2024 and 2023 under the Executive Incentive Plan for achievements relating to Company and individual performance for the 2024 and 2023 fiscal years, respectively. |
Summary Compensation Table
| (3) “All Other Compensation” represents matching contributions by the Company to the named executive officer’s account in the Company’s 401(k) plan, life insurance premiums, personal use of Company vehicles, and club dues paid on their behalf. |
Outstanding Equity Awards
Outstanding Equity Awards
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Each employment agreement with Mr. Harvard, Mr. Dysart, and Mr. Bell provides that the officer’s employment may be terminated by the Company with or without cause. If he resigns for “good reason” or is terminated without “cause” (as those terms are defined in the respective employment agreement), however, he is entitled to his salary and benefits for the remainder of his contract. If his employment terminates for good reason or without cause within one year of a change in control of the Company, he will be entitled to severance payments approximately equal to 299% of his annual cash compensation for a period that precedes the change in control as determined under the Internal Revenue Code of 1986, as amended. Mr. Bell’s agreement terminated with his resignation in December 2024. The following table provides payments that could be due to Mr. Harvard and Mr. Dysart under different scenarios:
Potential Payments Under Employment Agreements Upon Termination or Change of Control
Potential Payments Under Employment Agreements Upon Termination or Change of Control
Potential Payments Under Employment Agreements Upon Termination or Change of Control
| Name | Terminate Employment for Good Reason or Without Cause (1) | Terminate Employment for Good Reason or Without Cause Within 12 months Post Change of Control (2) | | Scott C. Harvard | $932,644 | $1,892,345 | | Dennis A. Dysart | $637,414 | $1,162,148 |
Potential Payments Under Employment Agreements Upon Termination or Change of Control
| (1) Mr. Harvard and Mr. Dysart would have received the payments from the Company shown in the above table for termination of employment as of December 31, 2024, for good reason or without cause. Payments would have been made to these executives in the form of a lump sum payment six months after the date of termination or resignation. |
Potential Payments Under Employment Agreements Upon Termination or Change of Control
| (2) Mr. Harvard and Mr. Dysart would have received the payments from the Company shown above for termination of employment as of December 31, 2024, for good reason or without cause within 12 months post Change of Control. Payments would have been made to these executives in the form of a lump sum payment six months after the date of termination or resignation. |
Potential Payments Under Employment Agreements Upon Termination or Change of Control
Each contract also contains a covenant not to compete that is in effect while the officer is an officer and employee of the Company and for a 12-month period after termination of his employment. In addition, the SERP agreements with Mr. Harvard and Mr. Dysart provide that the officer will be entitled to the present value of his normal retirement benefit upon his separation from service within two years of a “Change in Control” (as defined in the SERP). The SERP agreements also contain restrictive covenants relating to non-competition and non-solicitation that continue generally for a period of 24 months following his separation from service. The Company has granted RSUs under the Stock Incentive Plan to Scott C. Harvard and Dennis A. Dysart, that represent a contingent right to receive one share of First National Corporation common stock upon vesting. The Compensation Committee may provide for the acceleration of the vesting schedule relating to the exercise of these awards in the event of a change in control.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table provides information on total compensation and compensation actually paid to our principal executive officer (“PEO”) and to our remaining named executive officers (“NEOs”) for the fiscal years ended December 31, 2024 , 2023 and 2022 and the cumulative shareholder return on our common stock and our net income over the same time period.
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (in thousands) | | 2024 | $1,291,377 | $1,281,970 | $539,257 | $494,786 | $110.24 | $6,966 | | 2023 | $593,468 | $669,071 | $399,527 | $436,767 | $131.26 | $9,624 | | 2022 | $773,917 | $807,184 | $447,615 | $465,254 | $107.54 | $16,797 |
Pay versus Performance Table
| (1) During 2024, 2023 and 2022, Scott C. Harvard was our PEO. |
Pay versus Performance Table
| (2) The following table sets forth the adjustments made to arrive at compensation “actually paid” to our PEO during 2024: |
Pay versus Performance Table
| Adjustments to determine compensation “actually paid” for PEO | 2024 | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(558,746) | | Increase for fair value of awards granted during year that remained unvested at year-end | 524,978 | | Increase for fair value of awards granted during year that vested during year | 29,220 | | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end | 2,013 | | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | (6,873) | | Deduction for fair value of awards granted in a prior year that were forfeited during year | - | | Increase based upon incremental fair value of awards modified during year | - | | Increase based on dividends or other earnings paid during year prior to vesting | - | | Total Adjustments | $(9,407) |
Pay versus Performance Table
| (3) During 2024, 2023, and 2022, our remaining NEOs consisted of Dennis A. Dysart and M. Shane Bell. |
Pay versus Performance Table
| (4) The following table sets forth the adjustments made to arrive at average compensation “actually paid” to our remaining NEOs during 2024: |
Pay versus Performance Table
| Adjustments to determine compensation “actually paid” for non-PEO NEOs | 2024 | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(203,836) | | Increase for fair value of awards granted during year that remained unvested at year-end | 172,109 | | Increase for fair value of awards granted during year that vested during year | 15,010 | | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end | 517 | | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | (3,836) | | Deduction for fair value of awards granted in a prior year that were forfeited during year | (24,435) | | Increase based upon incremental fair value of awards modified during year | - | | Increase based on dividends or other earnings paid during year prior to vesting | - | | Total Adjustments | $(44,471) |
Relationship Between Compensation Actually Paid and Our Net Income
Relationship Between Compensation Actually Paid and Our Net Income The graph below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs and our net income.
Relationship Between Compensation Actually Paid and Our TSR
Relationship Between Compensation Actually Paid and Our TSR The graph below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs and our TSR.
Director Compensation
Director Compensation The following table provides information about director compensation for the year ended December 31, 2024.
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2)(3) | Total | | Jason C. Aikens | $28,898 | $25,200 | $54,098 | | Emily Marlow Beck | $28,898 | $25,200 | $54,098 | | Boyce Brannock | $28,898 | $25,200 | $54,098 | | Elizabeth H. Cottrell | $39,601 | $25,200 | $64,801 | | W. Michael Funk | $28,898 | $25,200 | $54,098 | | Scott C. Harvard | $— | $— | $— | | George Edwin Holt, III | $28,898 | $25,200 | $54,098 | | Toni T. Lee-Andrews | $7,499 | $8,603 | $16,102 | | Kirtesh Patel | $28,898 | $25,200 | $54,098 | | Gerald F. Smith, Jr. | $30,182 | $25,200 | $55,382 | | Norman D. Wagstaff, Jr. | $7,499 | $8,603 | $16,102 | | James R. Wilkins, III | $28,898 | $25,200 | $54,098 | | William S. Wilkinson | $7,499 | $8,603 | $16,102 |
Director Compensation
| (1) Amounts represent retainer fees paid by the Company to directors on a monthly basis for board meetings. |
Director Compensation
| (2) The amounts in this column reflect the aggregate grant date fair value of the awards computed in accordance with the Financial Accounting Standards Boards Accounting Standards Codification Topic 718, Compensation – Stock Compensation (formerly FASB 123R, Share-Based Payment). The grant date fair value for these stock awards of $16.80 per share was based on the closing sales price of the Company’s common stock on the grant date (August 14, 2024). |
Director Compensation
| (3) The amounts in this column reflect the aggregate grant date fair value of the awards computed in accordance with the Financial Accounting Standards Boards Accounting Standards Codification Topic 718, Compensation – Stock Compensation (formerly FASB 123R, Share-Based Payment). The grant date fair value for these stock awards to Ms. Lee-Andrews, Mr. Wagstaff, Jr., and Mr. Wilkinson of $22.94 per share was based on the closing sales price of the Company’s common stock on the grant date (November 20, 2024). |
Director Compensation
Non-employee directors receive a retainer fee of $2,362.50 per month. They do not receive additional fees for attending meetings. The Chair of the Board receives an additional retainer fee of $875 per month, and the Vice Chairman of the Board receives an additional retainer fee of $105 per month. Scott C. Harvard, President and Chief Executive Officer of the Company, did not receive fees for his service on the Board. Whenever the Company deems it appropriate to grant a stock award, the recipient receives a specified number of unrestricted shares of Common Stock. During 2024, the Company granted 14,625 unrestricted shares of Common Stock under the SIP to members of the Board of Directors for their dedicated service and support. There were no unvested stock awards outstanding for directors as of December 31, 2024.