DEF 14A of First Community Bankshares Inc /Va/, Mar 11, 2026

DEF 14A of First Community Bankshares Inc /Va/

Filed Mar 11, 2026 · FY20250001437749-26-007698

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board is currently comprised of eight (8) directors, including six (6) non-management directors, divided into three (3) classes with staggered terms: the class of 2026, consisting of two (2) directors; the class of 2027, consisting of three (3) directors; and the class of 2028, consisting of three (3) directors. Accordingly, two (2) directors will be elected to the class of 2029 and will serve until the 2029 Annual Meeting. The two (2) directors from the class of 2026 are each nominated for re-election into the class of 2029. The Board has adopted a policy which requires that a nominee for director in an uncontested election who does not receive a greater number of votes “for” election than votes “withheld” promptly tender her or his resignation to the Board. The GNC shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation or whether other action should be taken. The full text of this policy can be found in the Governance and Nominating Committee Charter available on the Corporation's website www.firstcommunitybank.com under Investor Relations. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, all proxy votes for that individual will be voted for an alternate nominee designated by the present Board to fill the vacancy. Unless contrary instructions are given by a shareholder who signs and returns a proxy, in the event more than two (2) persons are nominated for election as directors, the proxy holder shall assume the shareholder intended to vote all shares represented by that proxy for the nominees listed herein, or for any alternates nominated by the Board. All nominees named herein have consented to be named and to serve as directors if elected. As defined by Item 401(d) of Regulation S-K, no director or executive officer of the Corporation is closely related to any other director or executive officer of the Corporation by blood, marriage, or adoption. The table set forth below describes each director and nominee, including their age; the applicable director class, which is based upon the year in which their term of service expires; and title. A biography describing each director’s and each nominee’s qualifications and business background is set forth below the table. The Corporation does not know of any reason why any nominee would be unable to serve as a director. Members of the Corporation’s Board of Directors are expected to have the appropriate skills and characteristics necessary to function in the Corporation’s current operating environment and contribute to its future direction and strategies. In furtherance of this objective, the GNC periodically assesses the skills, experience, and attributes needed on the Board to effectively oversee the Corporation's business strategy, risk profile, and regulatory environment, both currently and over the long term. These include legal, financial, management and other relevant skills. In addition, the Corporation looks to achieve a diversified Board, including members with varying experience, age, perspective, residence, background, and other demographic characteristics. The GNC believes that a Board composed of directors with diverse professional experiences, viewpoints, and backgrounds enhances the quality of Board deliberations and decision-making. All members of the Corporation’s Board also serve as directors for the board of the Corporation’s banking subsidiary.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name and Title | Age | Director of Corporation Since | Class of Directors | | C. William Davis, Director | 78 | 2015 | 2027 | | Samuel L. Elmore, Director | 79 | 2013 | 2028 | | Richard S. Johnson, Director | 76 | 2008 | 2028 | | Gary R. Mills, President and Director Nominee | 58 | 2016 | 2026 | | Harriet B. Price, Director | 63 | 2021 | 2027 | | M. Adam Sarver, Director Nominee | 49 | 2015 | 2026 | | William P. Stafford, II, Chief Executive Officer and Director (Chairman) | 62 | 1994 | 2027 | | Beth A. Taylor, Director | 70 | 2022 | 2028 |

  3. Director Skills Matrix

    Director Skills Matrix In evaluating director nominees and the overall composition of the Board, the GNC considers a range of skills, experiences, and attributes that are important to the oversight of a community bank holding company. This assessment is informed by the Corporation's strategic priorities, evolving regulatory and risk environment, and the Board's annual self-evaluation process. The GNC uses this assessment to identify areas of expertise that are important to effective Board oversight and to evaluate whether the Board's collective skill set remains aligned with the Corporation's needs. The matrix below highlights key skills and areas of experience represented on the Board that the Board believes are particularly relevant to First Community Bankshares, Inc.’s business, strategy, risk profile, and regulatory environment. Additional information regarding each Director’s background, experience, and qualifications is provided in the biographical information that follows. While each Director brings individual perspectives and strengths, the Board values the collective experience and judgment reflected in the aggregate skill set of the Board.

  4. Director Skills Matrix

    | | Davis | Elmore | Johnson | Mills | Price | Taylor | Sarver | Stafford | | Financial Industry Experience. Experience in community banking, financial services, or related regulated industries provides Directors with a practical understanding of relationship‑based banking models, local market dynamics, and regulatory expectations applicable to community financial institutions. This experience enhances the Board’s ability to oversee lending practices, asset quality, capital management, growth strategies, and compliance in a highly regulated environment while maintaining a focus on serving local communities. | X | X | X | X | | | X | X | | Business Leadership and Operations. Experience serving in senior leadership roles provides Directors with a practical understanding of day‑to‑day operations, strategic planning, and organizational management within a community bank environment. This experience supports effective oversight of operating performance, branch and market operations, expense management, and execution of strategic initiatives while maintaining a strong focus on customer service and community engagement. | | X | X | X | X | | X | X | | Business Ethics. Experience with business ethics and integrity‑driven leadership is particularly important in a community bank environment, where trust, reputation, and long‑standing customer relationships are critical. This experience supports the Board’s oversight of corporate culture, compliance, and conduct risk, and promotes adherence to high ethical standards, regulatory expectations, and responsible decision‑making throughout the organization. | X | X | X | X | X | X | X | X | | Technology/Cybersecurity. Experience understanding and overseeing information technology and cybersecurity matters is critical for community banks as they adopt digital banking solutions while safeguarding sensitive customer information. This experience assists the Board in overseeing investments in core banking systems, digital delivery channels, data protection, and cybersecurity risk management, as well as compliance with regulatory expectations related to information security and operational resilience. | | | X | X | X | | X | | | Human Capital Management and Compensation. Experience with human capital management assists the Board in overseeing succession planning, talent development, and executive compensation in a community banking context where employee relationships and local market knowledge are essential. This experience supports oversight of workforce planning, incentive alignment, leadership continuity, and compensation practices that attract and retain talent while reinforcing prudent risk‑taking and long‑term value creation. | X | X | X | X | X | X | X | X | | Finance and Accounting. Expertise in finance, accounting, capital management, and financial reporting enables Directors to effectively oversee the financial condition and performance of a community bank or holding company. This experience supports oversight of capital adequacy, asset quality, liquidity, earnings performance, budgeting, and internal controls, as well as accurate financial reporting and compliance with regulatory and accounting standards. | | X | X | X | X | | | | | Legal, Governance, and Public Policy. Understanding the legal, regulatory, and public policy environment applicable to community banks enables the Board to oversee compliance with complex and evolving banking laws and regulations. This experience supports effective governance, regulatory relations, risk oversight, and strategic planning by incorporating current and potential changes in banking regulation, supervisory expectations, and public policy. | X | | X | | | X | | X | | Risk Management. Experience identifying, managing, and mitigating key strategic, credit, operational, compliance, and reputational risks promotes effective Board oversight in a community banking environment. This experience supports the Board’s ability to evaluate risk appetite, monitor asset quality and credit concentrations, oversee internal controls, and balance growth opportunities with the safety and soundness of the institution. | X | X | X | X | X | X | X | X |

  5. DIRECTOR NOMINEES FOR THE CLASS OF 2029

    DIRECTOR NOMINEES FOR THE CLASS OF 2029 Gary R. Mills, President, First Community Bankshares, Inc. and Chief Executive Officer and President, First Community Bank, Bluefield, Virginia. Mr. Mills has served as President of the Corporation since August 31, 2013 and currently serves as Chief Executive Officer and President of First Community Bank. Mr. Mills has been employed by the Corporation and/or one of its subsidiaries since 1998. Mr. Mills served as Market President of the Princeton Division of First Community Bank from 1998 until 2005, Senior Vice President of Credit Administration from 2005 to 2006, and most recently as Chief Credit Officer from 2007 until his appointment as Chief Executive Officer. Mr. Mills is a Certified Public Accountant and holds a Bachelor of Science in Business Administration with a concentration in Accounting from Concord College (now University). Mr. Mills is a member of the American Institute of Certified Public Accountants and the West Virginia Society of Certified Public Accountants. Mr. Mills’ relevant experience qualifying him for service as a director includes: more than thirty-five (35) years of experience in the financial services industry, during which he has worked in, or been responsible for, many functional areas including without limitation, Internal Audit, Credit Analysis, Trust, Human Resources, Market Management, and Credit Administration Management; extensive civic and community involvement; and more than ten (10) years of board service for the Corporation’s banking subsidiary. M. Adam Sarver, Real Estate Developer and Businessman, Princeton, West Virginia. Mr. Sarver was appointed to serve on the Board on August 25, 2015. Mr. Sarver received his Bachelor of Science in Communication Studies in 2000 from West Virginia University. Mr. Sarver has served on the Board of Directors of the Corporation’s banking subsidiary since 2014. He owns and manages several businesses in Southern West Virginia including Main Street Builders, LLC; Eastern Door & Glass, LLC; Longview Properties, LLC; Clover Leaf Properties, LLC; and Eastern Aluminum Fabrication, LLC, which are focused on real estate development coupled with residential and commercial construction and development. Mr. Sarver serves as a Director of the H. P. and Anne S. Hunnicutt Foundation, Inc. Mr. Sarver also currently serves as a Director for a variety of other businesses, civic and charitable organizations in the region, including the Tiger Athletic Foundation, Princeton Salvation Army Advisory Board (past Chairman) and the First United Methodist Church. He was previously a Director for the Princeton – Mercer County Chamber of Commerce. Mr. Sarver’s relevant experience qualifying him for service as a director includes: a broad range of business, financial, and related experience associated with operating multiple business interests and extensive civic and community service on a variety of boards. The Board of Directors unanimously recommends a vote FOR the nominees set forth above.

  6. INCUMBENT DIRECTORS

    INCUMBENT DIRECTORS C. William Davis, Former Attorney, Richardson & Davis, PLLC, Bluefield, West Virginia. Mr. Davis was appointed to serve on the Board on August 25, 2015. Mr. Davis graduated from the Virginia Military Institute in 1970, with a Bachelor of Science in Civil Engineering and from Washington & Lee University School of Law in 1973, with a Juris Doctor degree. Mr. Davis retired from the practice of law in December 2025. He was formerly a member of Richardson & Davis, PLLC and practiced law, primarily in the areas of civil litigation, commercial transactions, trusts and estates, and banking. Mr. Davis has served as a Director of the Corporation since 2015, of the Corporation’s banking subsidiary since 1990, and of a predecessor bank from 1987 to 1990. Mr. Davis has served as a Director for a variety of business and professional organizations in the region, including Bluefield Supply Company, Flat Top Insurance Agency, the Defense Trial Counsel of West Virginia, Inc., and the West Virginia State Bar Board of Governors. Mr. Davis’ relevant experience qualifying him for service as a director includes: a broad range of business, legal, banking, and regulatory related issues encountered in the practice of law; extensive civic and community service; and more than thirty-five (35) years of board service in the banking industry. Samuel L. Elmore, Former Executive Vice President and Chief Credit Officer, First Community Bank, Beckley, West Virginia. Mr. Elmore received a Bachelor of Science in Business Management and Marketing in 1970 from the University of Charleston. Prior to joining First Community Bank, Mr. Elmore served as President, Citizens Southern Bank, Beckley, West Virginia; President and Chief Executive Officer, Charleston National Bank, Charleston, West Virginia; Vice President, Key Centurion Bancshares, Huntington, West Virginia; and President and Chief Operations Officer, Beckley National Bank, Beckley, West Virginia. Mr. Elmore also served in the United States Army from 1964 to 1967. Mr. Elmore is the Vice Chairman and Lead Independent Director of First Community Bankshares, Inc. and the Board of First Community Bank. He has previously served on the Boards of The United Way of Beckley, Beckley Area Foundation, Raleigh General Hospital, Raleigh County Community Action, Pinecrest Development Corporation, Raleigh County Commission on Aging, and the Virginia’s Automated Clearing House Association. Mr. Elmore’s relevant experience qualifying him for service as a director includes: more than forty (40) years of experience in the community banking industry, including service as an auditor, Chief Executive Officer, President, Chief Operations Officer, Chief Financial Officer, and Chief Credit Officer; prior experience with acquisitions and mergers; and experience in a variety of offices held with increasing management responsibilities during his banking career. Richard S. Johnson, Chairman, President and Chief Executive Officer, The Wilton Companies, Richmond, Virginia. Mr. Johnson earned a Bachelor of Science in Business Administration from the University of Richmond, Richmond, Virginia in 1973, with concentrations in Economics and Finance, and graduated with a Master of Science from Virginia Commonwealth University, Richmond, Virginia in 1977, with a concentration in Real Estate and Urban Land Development. Mr. Johnson has been the President and Chief Executive Officer of The Wilton Companies, a real estate investment, development, brokerage and management group of companies, since 2002. He assumed the role of Chairman of The Wilton Companies in 2010. Prior to joining The Wilton Companies, Mr. Johnson served as President of Southern Financial Corp. of Virginia from 1985 to 2002 and Chairman of the Board of Southern Title Insurance Corporation from 1980 to 1985. Mr. Johnson currently serves as a Director of First Community Bankshares, Inc., First Community Bank, The Wilton Companies, Inc., The Wilton Companies, LLC, and numerous subsidiaries of the Wilton Companies. Mr. Johnson serves as a Director and Board Chair of the American Civil War Museum. Mr. Johnson also serves as the Director Emeritus of Ducks Unlimited, Inc. and further serves as Emeritus Trustee of the Board of Trustees for the University of Richmond. He has previously served as a director/trustee of the State Fair of Virginia, the Children’s Museum of Richmond, Omicron Delta Kappa, a National collegiate honor society, Ducks Unlimited Canada, Landmark Apartment Trust of America, and the City of Richmond Economic Development Authority, where he previously held the seat of Chairman. Mr. Johnson’s relevant experience qualifying him for service as a director includes his background in: long-range planning, various aspects of mortgage underwriting, marketing, and mortgage portfolio servicing; previously chairing the Economic Development Authority of the City of Richmond, Virginia; past service as a director and Finance Committee member of Ducks Unlimited, Inc. and Ducks Unlimited Canada; having served in various state and national senior officers roles with Ducks Unlimited, Inc., including without limitation member of the Finance and Audit Subcommittee and most recently Assistant Treasurer; and previous service as a director and Audit Committee member of the Apartment Trust of America. Harriet B. Price, Chief Financial Officer, Price-Williams Realty, Inc., Radford, Virginia. Ms. Price was appointed to serve on the Boards of both the Corporation and First Community Bank effective January 1, 2021. Ms. Price received a Bachelor of Science in Accounting from Virginia Polytechnic Institute and State University. She is a certified public accountant and active in the executive management of Price-Williams Realty, Inc. In 2024, Ms. Price completed the Bank Director Certification Program. Ms. Price takes pride in serving her community through her mentoring of students in accounting at Virginia Tech and Radford University over the past twenty-five years, previously serving on the City of Radford Executive Chamber Board, and volunteering in Radford City Schools. Ms. Price’s relevant experience qualifying her for service as a director includes: more than twenty-five (25) years’ experience in business management and accounting and extensive civic and community service. William P. Stafford, II, Chief Executive Officer, First Community Bankshares, Inc., Bluefield, Virginia and Attorney, Brewster Morhous PLLC, Bluefield, West Virginia.

  7. INCUMBENT DIRECTORS

    Mr. Stafford is a graduate of Virginia Polytechnic Institute and State University, Blacksburg, Virginia, and holds a Bachelor of Science in Mechanical Engineering. He also holds a Juris Doctor, cum laude, from Washington & Lee University School of Law, Lexington, Virginia. Mr. Stafford is a member of Brewster Morhous PLLC and practices law on a limited basis primarily in the areas of commercial transactions, commercial lending, banking, creditor’s rights, and trusts and estates. Mr. Stafford has served as Chief Executive Officer of the Corporation since his appointment by the Board in August 2013. He currently serves as Chairman of the Board of the Corporation and Chairman of the Board of the Corporation’s banking subsidiary. Mr. Stafford serves as Director and Corporate Secretary of the H. P. and Anne S. Hunnicutt Foundation, Inc., Princeton Machinery Service, Inc., and Melrose Enterprises, Ltd. He is a member of Stafford Farms, LLC, Vermillion Development, LLC, and Walnut Hill, LLC, which include real estate and agricultural holdings. Mr. Stafford is a partner in Legal Realty, A Partnership. Mr. Stafford previously served as a member of the West Virginia Infrastructure and Jobs Development Council, as a council member and Mayor of the City of Princeton, West Virginia, and currently serves as the chairman of the Princeton, West Virginia Economic Development Authority. Mr. Stafford has served, and continues to serve, on numerous other church, civic, and community service boards and commissions. Mr. Stafford’s relevant experience qualifying him for service as a director includes: a broad range of regulatory, business, legal and banking related issues encountered in the practice of law and personal business endeavors; extensive state and municipal government service; extensive civic and community service; service as an executive officer of the Corporation since 2013; and service as a member of the Board of Directors of the Corporation since 1994. Beth A. Taylor, Mayor of the Town of Wytheville, Virginia. Dr. Taylor earned a Nursing Degree from Samford University in Birmingham, Alabama in 1976 and a Bachelor of Science from University of Alabama in Birmingham, Alabama in 1985. She then attended medical school at the University of South Alabama in Mobile, Alabama, earning her Doctor of Medicine in 1989. She also received certifications in Internal Medicine (1992) and Gastroenterology (1995) from the University of South Alabama. Dr. Taylor spent her medical career in private practice, focusing on gastroenterology. She retired from medical practice in 2015. In August 2016, Dr. Taylor was elected to the Town Council of the Town of Wytheville, Virginia and on July 30, 2018, she was elected as the first female Mayor of the Town of Wytheville, Virginia. In January 2023, Dr. Taylor was re-elected as Mayor of Wytheville for another four (4) year term. During her tenure with the Town, Dr. Taylor has, at various times, served on multiple committees, including, without limitation the Crossroads Regional Industrial Development Authority, District Three Committee, Beautification Committee, Budget and Finance Committee, and Tree Advisory Committee. She also routinely attends meetings of the Joint Industry Development Authority and the Regional Water Authority and Planning Commission. She also serves as the Trustee and a member of the Financial Committee of St. John's Church. Dr. Taylor currently serves on the Boards of both the Corporation and First Community Bank. Dr. Taylor’s relevant experience qualifying her for service as a director includes a broad range of business, financial, and related experience obtained while in private medical practice; extensive civic and community service; and extensive municipal government service, including service directly related to community development activities.

  8. Executive Summary

    | What We Do | | What We Don’t Do | | | ☑ | Place a heavy emphasis on variable compensation | ☒ ☒ ☒ ☒ ☒ ☒ | No "single trigger" change-in-control cash payments No discretionary authority to increase annual incentive compensation No tax gross-ups No option backdating or repricing No hedging No recycling of shares granted under equity plans except forfeited or terminated shares | | ☑ | Use of robust, primarily objective performance metrics for annual incentive compensation | | | | ☑ | Annual long-term incentives are performance based with rigorous goals and a three-year performance period | | | | ☑ | Conduct incentive risk reviews | | | | ☑ | Recoup equity awards through a clawback policy | | | | ☑ | Use an independent compensation consultant | | | | ☑ | Require executives and directors to own shares through rigorous stock ownership and holding guidelines | | |

  9. What Guides our Program

    | ● | Annual Incentive Compensation. Annual incentive compensation is intended to directly incentivize the executive to maximize the financial performance of the Corporation while not taking excessive risk. For each named executive officer, annual incentive compensation is paid in the form of cash. Payment of any incentive compensation is completely at-risk and determined based on the Corporation's previous year’s performance as evaluated by the CRC, with no guaranteed payouts and no discretionary authority to increase awards beyond amounts generated by the approved performance framework. The Chief Executive Officer and President present their recommendations for Executive Management Team annual incentive compensation for consideration and approval to the CRC, but do not deliberate on their own compensation. |

  10. What Guides our Program

    | ● | Long-Term Equity Compensation. The Corporation’s equity compensation program is designed to align executives’ interests with those of shareholders and to reward long-term performance. The CRC uses restricted stock awards and restricted stock units which are designed to deliver reasonable, but meaningful, equity interests in the Corporation. Vesting of a majority of equity awards granted each year is contingent on future years' performance of the Corporation. |

  11. What Guides our Program

    In addition to these principal components, the compensation program also includes retirement programs available to all employees and an option to defer compensation. Perquisites are limited and are generally business-related and granted to facilitate the efficiency and productivity of our executives. Pay Mix. The Corporation’s pay-for-performance philosophy is reinforced through its pay mix. Peer analysis of base compensation targets peer median while the variable nature of annual incentive compensation and long-term equity compensation are designed to align each executive officers total compensation with that of similarly performing peers. The variable nature of such compensation is an important underpinning of the Corporation’s compensation framework and reinforces a strong pay-for-performance orientation across market cycles. For 2025, total variable compensation, which includes annual incentive compensation in the form of cash and long-term equity compensation in the form of restricted stock units, paid to the CEO was approximately 44% of the CEO's total compensation, and average variable compensation for the other NEOs was approximately 44% of their total compensation, as graphically illustrated in the charts below. Annual Incentive Compensation based on the Corporation's performance in 2025 has not yet been paid. Accordingly, this calculation is based on compensation actually paid, not necessarily earned, in 2025, including annual incentive compensation paid in March 2025 based on 2024 performance. For additional information, see the Summary Compensation Table on page 29. The above graphs exclude "Change in Pension Value and Nonqualified Deferred Compensation Earnings."

  12. The Decision-Making Process

    The Decision-Making Process The Role of the CRC. The CRC is responsible for administering the Corporation’s executive compensation program in a manner consistent with the compensation philosophy. Details of the CRC’s authority and responsibilities are specified in its charter, which is available at www.firstcommunitybank.com under Investor Relations. Under its charter, the CRC has authority to review and approve the total compensation, including base compensation, cash and equity incentives, benefits, and other compensation of the named executive officers. The CRC’s goal is to pay executives reasonable, cost-effective compensation, but which is sufficient to attract and retain highly qualified executives and remain competitive over the long term. As discussed above, the CRC believes a balance of fixed and variable compensation is best to achieve these objectives. While the CRC does not use formulas in determining the level or mix of compensation for named executive officers, it evaluates a wide range of quantitative and qualitative factors within the structure of the Corporation's approved compensation programs and performance metrics, which include consistency in reaching targeted goals, the ability to perform in both good and challenging economic times, a history of integrity, evidence that the named executive officer uses good judgment, and the executive’s ability to lead and create future value for the Corporation. In evaluating sustained performance, the CRC gives weight to the relative performance of each named executive officer in their particular industry segment or function. The CRC also places substantial weight on the Corporation’s overall financial success, including achievement of short- and long-term strategic goals and annual financial results. In connection with its analysis, the CRC also reviews and considers information provided by its independent compensation consultant. Such information includes, but is not limited to, the compensation level and performance of peer companies, the mix of each form of compensation paid by peers, the current best compensation practices of the industry and business in general, and other information available from the consultant to facilitate the CRC's decisions in order to set component and total compensation levels commensurate with the Corporation's performance and strategic initiatives. The CRC meets at least annually to evaluate the performance, establish performance objectives, and determine compensation for the Chief Executive Officer and President. The Chief Executive Officer and President are not present for any deliberations regarding their compensation. The CRC also annually reviews, evaluates, and approves each compensation element and total compensation for the other named executive officers and Executive Management Team. The Role of Executive Management. Each Executive Management Team member (including each named executive officer), except the Chief Executive Officer and President, is a leader of several business units or functions of the Corporation’s banking subsidiary. Each member of the Executive Management Team reports directly to Mr. Mills in his capacity as the Bank’s President. Mr. Mills determines the objectives each executive is expected to achieve, which are derived largely through the Corporation’s financial and strategic planning processes. Performance is assessed annually, and each executive’s individual performance is assessed against her or his respective objectives, the Corporation’s overall performance, and the performance of that executive's business units or functions. After conferring with Mr. Stafford in his capacity as the Corporation's Chief Executive Officer, Mr. Stafford and Mr. Mills (collectively, the "Chief Executive Officers") then propose base compensation levels, including any adjustments, as well as any proposed annual incentive compensation and/or long-term equity compensation for each executive to the CRC. The CRC then considers proposed base compensation changes, annual incentive compensation, and/or long-term equity compensation, if any, for each named executive officer, other members of the Executive Management Team, and certain other employees. The Role of the Independent Compensation Consultant. As part of the Corporation’s ongoing effort to ensure its compensation program complies with industry best practices and meets or exceeds regulatory requirements related to executive compensation, the CRC exercises its authority to retain independent compensation consultants, as needed, to provide technical advice and information related to Board and executive compensation. In early 2024, Aon's Human Capital Solutions practice, a part of Aon plc ("Aon"), was engaged as the CRC’s independent compensation consultant. Aon reports directly to the CRC, although representatives of the firm may meet with members of management for purposes of gathering information on proposals that management may make to the CRC. The CRC has conducted an independence assessment of Aon in accordance with SEC rules and concluded that Aon is independent. Peer Groups/Benchmarking Practices. In 2024, the CRC engaged Aon to conduct a benchmarking and peer group analysis. As a result of this analysis, Aon presented to the CRC a recommended peer group that utilized, as the primary criteria for inclusion, publicly traded U.S. banks with revenues of $80 million to $330 million. Historically, the primary scoping factor had been asset size. However, revenue is more representative of the size and complexity of a firm than assets for banks with meaningful levels of non-interest income. The recommended peer group was selected to include a range of banks smaller and larger than First Community, with First Community positioned near the median by total revenue. In approving the recommended peer group, the CRC considered the "compatibility" and "comparability" of each proposed peer bank. The CRC reviewed, among other things, each peer company's revenue, market cap, asset size, geographic location, organizational structure and governance, number of employees, number of branch offices, and service offerings in order to select and approve the peer group. As a result, during 2024, the CRC compared the principal elements of total direct compensation against all peer group members, listed below and, in 2025, continued to utilize this list for compensation metrics tied to peer performance including incentive and long-term equity compensation:

  13. The Decision-Making Process

    In selecting the peer group, the Aon and the CRC also considered the peer companies selected and used by proxy advisory firms to ensure reasonable overlap between such selections and the peer group. As part of the benchmarking analysis, the CRC reviewed relevant market and survey data on comparable banking organizations as well as other analyses provided by Aon. Executive positions were matched to survey and/or proxy data based on job duties using the appropriate scope. In addition to reviewing the respective data, the CRC considered recommendations of other key executives, including the Chief Executive Officers.

  14. 2025 Executive Compensation Decisions in Detail

    *As base compensation adjustments for the Executive Management Team occur in May of each year, the amounts listed in this table reflect annualized base compensation as of December 31st of the relevant year, not base compensation actually received during the relevant fiscal year. Annual Incentive Compensation. On May 24, 2022, the CRC approved, and the Board reviewed and adopted, the First Community Bankshares Executive Incentive Compensation Plan (the “Plan”). The Plan uses a multi-step process for determining actual incentives. The first step is for the CRC, as early as possible each year, to determine the financial return metric, key performance indicators (“KPIs”), and the weight for each KPI (that sum to 100%) to be used. The next step is for the CRC, also as early as possible each year after the financial performance for the preceding year of members of the selected peer group is available to the public, to determine the range of values for the financial return metric. The target financial return metric is based on the median three-year average results of the Corporation’s peer group of similarly situated banks, along with other information deemed relevant by the CRC, such as the Corporation’s historical and projected performance, changes in accounting regulations and tax rates (if any), and economic factors impacting the banking industry. For 2025, the CRC used the peer group listed on page 23. Achievement by the Corporation of the target financial return metric corresponds to a baseline annual incentive of 40% of base compensation. As part of this step, the Committee also sets a threshold for that financial return metric (at which the baseline annual incentive would be 20% of base compensation and below which no incentives may be paid under the Plan) and a maximum for that financial return metric (at which the baseline annual incentive would be 80% and above which no greater incentives may be paid under the Plan). Results falling between the minimum and the maximum financial return metric are interpolated linearly to calculate the target annual incentive compensation as a percentage of base compensation. At this time, the CRC also determines the performance range for each KPI (threshold, target and maximum). The threshold for each KPI is either based on the prior three-year average results of banks comprising the peer group or other information deemed relevant by the CRC such as the Corporation’s historical and projected performance, goals, changes in accounting regulations and tax rates, and economic factors impacting the banking industry. The threshold for each KPI is 85% of the target KPI, and the maximum for each KPI is 115% of the target KPI. The baseline annual incentive is also adjusted accordingly. Thus, if all KPIs were achieved exactly at the threshold, the resulting actual annual incentive would be 85% of the baseline annual incentive; if all KPIs were achieved exactly at target, the resulting actual annual incentive would be 100% of the baseline annual incentive; and if all KPIs were achieved exactly at maximum, the resulting actual annual incentive would be 115% of the baseline annual incentive. The Corporation's achieved financial return metric and KPIs are calculated using audited financial information obtained from the Corporation’s filed Form 10-K. Based on the Corporation’s achieved financial return metric, the CRC determines a baseline annual incentive as a percentage of base compensation, which percentage is then adjusted by the Corporation’s performance relative to each KPI, as discussed above, resulting in the actual annual incentive as a percentage of base compensation paid to each executive as a result of the preceding year’s performance. The CRC also retains discretion to reduce or eliminate (but not increase) the award calculated under the plan if the CRC determines that the calculated result does not appropriately reflect overall performance, individual executive performance, risk outcomes, or the best interest of the Corporation and its shareholders. Annual Incentive Compensation Paid in 2025 Based on 2024 Performance. For 2024, the financial return metric was Return on Average Tangible Equity, Excluding AOCI ("Adjusted ROATE"). The minimum Adjusted ROATE, below which no incentive would be paid, was 11.00%, which would result in a baseline annual incentive compensation as a percentage of base compensation of 20%. The target Adjusted ROATE, which is set based on the median of the three (3) year average Adjusted ROATE of the peer group, was 12.25%, which would result in a baseline annual incentive compensation as a percentage of base compensation of 40%. The maximum Adjusted ROATE, above which no additional incentive would be paid, was 15.25%, which would result in a baseline annual incentive compensation as a percentage of base compensation of 80%. For 2024, the Corporation’s achieved Adjusted ROATE was 14.02%. Based on the Corporation's 2024 Adjusted ROATE of 14.02%, the baseline annual incentive compensation as a percentage of base compensation was 60.32%. For 2024, the CRC used the peer group listed in the Proxy Statement for the 2025 Annual Meeting of Shareholders. This baseline annual incentive compensation factor was then adjusted by the Corporation’s performance relative to the 2024 KPIs. The KPIs selected for 2024 were core ROAA, core Net Income, and Efficiency, each of which was equally weighted. The core ROAA target was 1.11% and the Efficiency target was 60.46%, both of which were based on the prior three-year average of the peer group. The threshold to receive any payout for each KPI was 85% of the target, and the maximum payout for each KPI was 115% of the target. Results falling between the threshold and the target, or the target and the maximum, are interpolated linearly to calculate the resulting payout. Had the Corporation achieved only the threshold level of each KPI, the annual incentive compensation which would have been paid as a result of 2024 performance would have been 51.27% of each named executive offer's annualized base compensation. Had the Corporation achieved the maximum level of each KPI, the annual incentive compensation which would have been paid as a result of 2024 performance would have been 69.37% of each named executive offer's annualized base compensation. For 2024, the Corporation’s achieved core ROAA, core Net Income, and Efficiency were each adjusted to eliminate the aforesaid one-time costs associated with the Surrey Bancorp acquisition (the “Adjusted KPIs”). The Corporation's 2024 Adjusted KPIs were: core ROAA of 1.60% (which is above the maximum); core Net Income was 105% of the target; and Efficiency of 59.11% (which was better than the target, but not as good as the maximum). Based upon the Corporation's core ROAE and the Corporation's KPIs, as outlined above, the annual incentive compensation paid in 2025 as a result of 2024 performance was 64.93% of each named executive officer's annualized base compensation as of December 31, 2024. All annual incentive compensation paid in 2025 based on 2024 performance was paid in the form of cash and is included in the non-equity incentive plan column of the Summary Compensation Table on page 29.

  15. Other Practices, Policies, and Guidelines

    Other Practices, Policies, and Guidelines Stock Ownership Guidelines. The Corporation previously adopted the First Community Bankshares, Inc. Stock Ownership Policy, which encourages ownership of the Corporation’s Common Stock by the directors, named executive officers, and other members of the Executive Management Team in order to align the interests of the Corporation’s key decision makers with the Corporation’s shareholders. For each named executive officer, except the Chief Executive Officers of the Corporation and First Community Bank, the guidelines require Corporation stock ownership of value equal to 2.5 times the officer’s base compensation. For the Chief Executive Officers, the guidelines require ownership of value equal to 3.5 times that Chief Executive Officer’s respective base compensation. In addition to all holding requirements or other restrictions placed upon granted stock or options pursuant to the respective grant agreement as discussed above, subject to limited exceptions such as the ability to sell shares in order to satisfy tax obligations, the Stock Ownership Policy requires all directors, named executive officers, and other members of the Executive Management Team to hold all shares received as the result of the vesting or payment of any equity awards or obtained by exercising stock options which were granted from and after the original effective date of the policy until such time as the holder is in compliance with the policy. Notwithstanding anything else in this section, members of the Executive Management Team and directors may immediately sell shares acquired by exercising stock options for the limited purposes of paying the exercise price of the stock option and any applicable tax liability. Each year, the CRC receives a report regarding Executive Management Team and director compliance with this policy. As of December 31, 2025, all officers and directors are in compliance with the restrictions contained in the policy and have met or are making satisfactory progress toward meeting their respective guideline level. Based upon the holding requirements, no specific timeline for achieving the guideline level has been established. Clawback Policy. On October 24, 2023, the Board of Directors adopted a compensation recovery policy ("Clawback Policy") designed to comply with the NASDAQ listing rules that became effective as of December 1, 2023. The policy applies to current and former covered executive officers of the Corporation and is administered by the CRC. Under the policy, the Corporation is required to recover erroneously received incentive-based compensation from the Corporation’s executive officers during the three-year period preceding any date on which the Corporation is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the federal securities laws, representing the excess of the amount actually received over the amount that would have been received had the financial statements been correct in the first instance. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. Anti-Hedging Policy. All named executive officers of the Corporation are subject to the First Community Bankshares, Inc. Insider Trading Policy, inclusive of its anti-hedging provisions. For more information, please see page 15. Policies And Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information. During 2025, the Corporation did not grant stock options, stock appreciation rights or other option‑like instruments to any of our named executive officers. Our long‑term incentive program currently consists of restricted stock units and performance restricted stock units that are granted annually following the public release of our fiscal year‑end earnings, with grant values determined using the closing price of our common stock on the grant date. Although we do not presently utilize options or stock appreciation rights, if the CRC were to approve such awards in the future, it expects that any such awards would be granted pursuant to the same timing principles applicable to our other equity awards and would not be coordinated with the release of material nonpublic information for the purpose of conferring an advantage on recipients. Retirement Plans. The Corporation maintains certain retirement plans for some or all employees as follows: The First Community Bankshares, Inc. Employee Stock Ownership and Savings Plan (the "KSOP"). The Corporation offers to most of its employees, including the named executive officers, a qualified defined contribution Employee Stock Ownership and 401(k) plan known as the “KSOP". The KSOP Plan is administered by the CRC. The First Community Bankshares, Inc. Non-Qualified Deferred Compensation Plan (the "Non-Qual Plan"). The First Community Bankshares, Inc. Non-Qualified Deferred Compensation Plan, referred to as the Non-Qual Plan, is a voluntary, non-tax qualified deferred compensation plan available to certain employees, including all named executive officers. Under the Non-Qual Plan, participants may defer a portion of their base, incentive, and/or any other cash compensation. The Non-Qual Plan, adopted in 2023, replaced the now frozen to new deferrals WRAP Plan. Supplemental Executive Retention Plan. The Corporation previously provided a defined retirement benefit to certain named executive officers and certain other key employees pursuant to a supplemental executive retention plan (the “SERP”). The SERP is unfunded and was designed to provide a benefit at or after age sixty-two (62) upon separation from service. The benefit was targeted at a maximum of thirty-five percent (35%) of final average compensation subject to an annual benefit limit of $80,000. Final average compensation was calculated as the average of the participant’s last three (3) full calendar years’ compensation, which compensation would have been determined by assuming a three percent (3%) compound annual rate of increase to the participant’s annualized base monthly salary as of the date that the participant enters the SERP. Vesting was on a graded schedule as follows: twenty-five percent (25%) vesting after five (5) years of service; fifty percent (50%) vesting after ten (10) years of service; seventy-five percent (75%) vesting after fifteen (15) years of service; an additional five percent (5%) vesting for each year of service beyond fifteen (15) years, and full vesting after twenty (20) years of service or upon reaching age sixty-two (62). As of December 31, 2021, the SERP was frozen to new participants, further vesting, and further accruals. All current participants will receive, upon separation from service at or after age sixty-two (62), only such benefit as was accrued and vested as of December 31, 2021.

  16. Employment Agreements

    Employment Agreements The Corporation provides named executive officers with written employment agreements. Each agreement is consistent with the prototype agreement previously reported on a Form 8-K filed on August 27, 2024. Accordingly, the Corporation maintains uniformity among the named executive officers concerning the terms of their employment. The agreements have an initial term of three (3) years and automatically extend for an additional year each January 1st unless the Corporation or the respective executive gives notice that the employment term will not be extended. There are no golden parachute, tax gross-up, or other similar type provisions contained in these contracts. Each agreement provides for continuation of base compensation and other health and welfare benefits in effect at the date of termination for thirty-six (36) months after termination in the event of a Change of Control (as defined in the agreements) coupled with (i) termination of employment based on the non-renewal of the agreements by the Corporation, (ii) without “Cause” (as defined in the agreements) by the Corporation, or (iii) by the executives for “Good Reason” (as defined in the agreements) within thirty-six (36) moths of a Change of Control. The Corporation may terminate the employment of any executive at any time for “Cause” without further obligation. If the Corporation terminates employment for any reason other than for “Cause” or the executive terminates their employment for “Good Reason,” the Corporation will generally be obligated to provide compensation and benefits specified in the agreement for eighteen (18) months. Each agreement includes certain loyalty obligations and non-competition and non-solicitation restrictions that are effective during the term of employment and for a period of eighteen (18) months following termination of employment. If the executive dies while employed by the Corporation, the Corporation will pay their estate through the end of the month in which their death occurs. If their employment is terminated as a result of permanent disability as determined pursuant to the agreement, then the Corporation has the right to terminate employment before the end of the applicable term. See the section entitled “Potential Payments Upon Termination,” including the related tables, beginning on page 34 for an estimate of the benefits that the named executive officers would be entitled to receive pursuant to their respective employment agreements under various employment termination scenarios.

  17. Risk Considerations

    Risk Considerations The CRC views the Corporation’s compensation program with a long-term focus, designed to reward sustained performance rather than short-term results and to avoid incentives that could encourage excessive or imprudent risk-taking. Under the program, an executive may achieve the greatest amount of compensation through the Corporation’s sustained superior performance over long periods of time. The Corporation believes this provides a strong incentive to manage the Corporation for the long term with a clear message to avoid excessive risk in the near term. The CRC maintains full discretion to adjust compensation based on performance and adherence to the Corporation’s values. In 2025, the CRC continued its extensive review of the relationship between risk management and incentive compensation to ensure that incentive compensation does not encourage engaging in unnecessary or excessive risks that threaten the value of the Corporation. The CRC concluded that the Corporation’s compensation policies and practices do not encourage excessive or inappropriate risk and instead encourage behaviors that support sustainable long-term value creation. For instance, the CRC does not use highly leveraged, short-term incentives that drive high risk investments at the expense of long-term company value. Rather, the Corporation’s annual incentive compensation is based on balanced performance metrics that promote disciplined progress focused on longer-term goals.

  18. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  19. 2025 Summary Compensation Table

    | | | | | | | Change in | | | | | | | | | | Pension | | | | | | | | | | Value and | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | Incentive | Deferred | | | | Name of Individual / | | | Stock | Option | Plan | Compensation | All Other | | | Capacities Served | Year | Salary | Awards (1) | Awards | Compensation (2) | Earnings (3) | Compensation (4) | Total (5) | | William P. Stafford, II | 2025 | $499,612 | $146,038 | $- | $316,020 | $76,203 | $84,624 | $1,122,497 | | Chief Executive Officer | 2024 | 486,976 | 146,021 | - | 150,672 | - | 72,117 | 855,786 | | | 2023 | 476,871 | 146,026 | - | 184,439 | 301,283 | 91,410 | 1,200,029 | | Gary R. Mills | 2025 | 665,935 | 194,679 | - | 421,359 | 43,341 | 113,088 | 1,438,402 | | President | 2024 | 649,200 | 194,695 | - | 200,895 | - | 112,933 | 1,157,723 | | | 2023 | 635,827 | 194,684 | - | 245,918 | 107,091 | 125,773 | 1,309,293 | | David D. Brown | 2025 | 349,919 | 88,896 | - | 221,426 | 21,194 | 52,536 | 733,971 | | Chief Financial Officer | 2024 | 337,015 | 82,494 | - | 102,122 | - | 52,293 | 573,924 | | | 2023 | 323,213 | 82,466 | - | 125,008 | 97,008 | 59,865 | 687,560 | | Jason R. Belcher | 2025 | 349,919 | 88,896 | - | 221,426 | 3,128 | 47,456 | 710,825 | | Chief Operating Officer | 2024 | 337,015 | 82,494 | - | 102,122 | - | 46,453 | 568,084 | | | 2023 | 323,213 | 82,466 | - | 125,008 | 14,515 | 45,261 | 590,463 | | Sarah W. Harmon | 2025 | 349,919 | 88,896 | - | 221,426 | - | 43,221 | 703,462 | | Chief Administrative Officer, | 2024 | 306,616 | 75,730 | - | 93,752 | - | 40,904 | 517,002 | | General Counsel, and | 2023 | 296,720 | 75,725 | - | 114,761 | - | 35,556 | 522,762 | | Corporate Secretary | | | | | | | | |

  20. 2025 Summary Compensation Table

    | (1) All stock awards granted in 2025 were made under the 2022 Plan in the form of restricted stock units that cliff vest in three (3) years. Seventy percent (70%) of the award granted to each executive shall only vest upon the attainment of designated performance goals. See section entitled Long-Term Equity Compensation. The stock grant amounts for 2025 reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. | | (2) The amounts in this column reflect payments of non-equity incentive plan awards in the year paid and not the year earned. The amount for 2025 reflects the non-equity incentive plan award paid in 2025 for 2024 performance. As further discussed in the Compensation Discussion and Analysis under the heading Annual Incentive Compensation Paid in 2026 Based on 2025 Performance, in 2026, the Corporation awarded the following amounts under the First Community Bankshares Executive Incentive Plan based on the CRC selected financial return metric and KPIs communicated to the named executive officers based on 2025 performance: Mr. Stafford - $434,634; Mr. Mills - $579,214; Mr. Brown - $304,333; Mr. Belcher - $304,333; and Ms. Harmon - $304,333. |

  21. 2025 Summary Compensation Table

    | (3) The amounts in this column represent any increases in the actuarial present value of all future retirement benefits under the SERPs. The present value of the retirement benefits used to calculate the net change in benefits was determined using the same assumptions used to determine the Corporation’s retirement obligations and expense for financial statement purposes. No amounts are reported for 2024 because the change in the actuarial present value of the future retirement benefits under the SERPs decreased as follows: Mr. Stafford ($18,155); Mr. Mills ($22,141); Mr. Brown ($16,940); and Mr. Belcher ($2,941). The increased actuarial present value of the future retirement benefits under the SERPs in 2023 reflects the calculation performed by the Corporation's new third-party administrator. Additional information about the SERPs is included on page 27. We have not provided above-market or preferential earnings on any nonqualified deferred compensation and, accordingly, no such amounts are reflected in the table. |

  22. 2025 Summary Compensation Table

    | (4) The amounts in this column are detailed on the following table entitled “2025 All Other Compensation and Benefits.” |

  23. 2025 Summary Compensation Table

    | (5) Salary and bonus amounts paid to the named executive officers as a percentage of total compensation are as follows for 2025: Mr. Stafford – seventy-three percent (73%); Mr. Mills – seventy-six percent (76%); Mr. Brown – seventy-eight percent (78%); Mr. Belcher – eighty percent (80%); and Ms. Harmon – eighty-one percent (81%). |

  24. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning individual grants of all plan-based awards in fiscal year 2025 to the named executive officers.

  25. Grants of Plan-Based Awards

    | | | | | | | | All Other | | | | | | | | | Estimated | Stock | | | | | | | | | Future Payouts | Awards: | Grant Date | | | | | | | | Under | Number of | Fair Value | | | | | Estimated Future Payouts Under | | | Equity Incentive | Shares or | of Stock | | | Type of | Grant | Non-Equity Incentive Plan Awards (1) | | | Plan Awards | Stock | and Option | | Name | Award * | Date | Threshold ($) | Target ($) | Maximum ($) | Target (#) (2) | Units (#) (3) | Awards ($) (4) | | William P. Stafford, II | ACI | 1/28/2025 | 28,786 | 203,079 | 467,082 | | | | | | PRSU | 5/28/2025 | | | | 2,681 | | 102,200 | | | RSU | 5/28/2025 | | | | | 1,150 | 43,838 | | Gary R. Mills | ACI | 1/28/2025 | 38,362 | 270,633 | 622,456 | | | | | | PRSU | 5/28/2025 | | | | 3,574 | | 136,241 | | | RSU | 5/28/2025 | | | | | 1,153 | 58,438 | | David D. Brown | ACI | 1/28/2025 | 20,156 | 142,197 | 327,053 | | | | | | PRSU | 5/28/2025 | | | | 1,632 | | 62,212 | | | RSU | 5/28/2025 | | | | | 700 | 26,684 | | Jason R. Belcher | ACI | 1/28/2025 | 20,156 | 142,197 | 327,053 | | | | | | PRSU | 5/28/2025 | | | | 1,632 | | 62,212 | | | RSU | 5/28/2025 | | | | | 700 | 26,684 | | Sarah W. Harmon | ACI | 1/28/2025 | 20,156 | 142,197 | 327,053 | | | | | | PRSU | 5/28/2025 | | | | 1,632 | | 62,212 | | | RSU | 5/28/2025 | | | | | 700 | 26,684 |

  26. Grants of Plan-Based Awards

    * ACI = Annual Cash Incentive; PRSU = Performance Restricted Stock Units; RSU = Restricted Stock Units

  27. Grants of Plan-Based Awards

    | (1) Amounts represent payout opportunities under the First Community Bankshares Executive Incentive Compensation Plan. As further detailed in the section entitled "Annual Incentive Compensation Paid in 2026 Based on 2025 Performance", the award opportunities presented in the table are based on percentages of base salary, KPIs and goals. The actual awards for 2025 are reported in footnote 2 to the Summary Compensation Table under the column heading "Non-Equity Incentive Plan Compensation." | | (2) Awards granted on May 28, 2025 were performance restricted stock units under the 2022 Plan. These performance restricted stock units that cliff vest based on the Company's performance in three (3) years. The number of performance restricted stock units that vest is based on the Corporation attaining a minimum three (3) year rolling average ROA equal to or above peer rolling three-year average ROA. See the section entitled "Long-Term Equity and Compensation" for more information. | | (3) Awards of time-based restricted stock units were granted on May 28, 2025 under the 2022 Plan. These restricted stock units cliff vest in three (3) years. | | (4) Amounts reflect the aggregate grant date fair value of the performance restricted stock units and restricted stock units computed in accordance with FASB ASC Topic 718. For the performance restricted stock units and restricted stock units, the fair value was calculated by multiplying the number of performance restricted stock units and restricted stock units awarded by the closing price of $38.12 on May 27, 2025, the day prior to the grant date. |

  28. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table includes information on the current holdings of unexercised stock options and stock awards that have not yet vested by the named executive officers as of December 31, 2025. Each equity grant is shown separately for each named executive officer.

  29. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity Incentive | | | | | | | | | | Plan Awards | | | | | | | | | | | Market or | | | | | | | | | Number | Payout | | | | | | | | | of | Value of | | | | | | | | Market | Unearned | Unearned | | | | | | | Number | Value of | Shares, | Shares, | | | | | | | of Shares | Shares or | Units or | Units or | | | | | | | or Units | Units of | Other | Other | | | Number of | | | | of Stock | Stock | Rights | Rights | | | Securities Underlying | | Option | Option | That Have | That Have | That Have | That Have | | | Unexercised Options | | Exercise | Expiration | Not | Not | Not | Not | | Name | Exercisable # (1) | Unexercisable # | Price $ | Date | Vested # (2) | Vested $(6) | Vested # | Vested $(6) | | William P. Stafford, II | 11,702 | - | 33.00 | 03/19/31 | 1,150 | 38,790 | 5,546(3) | 187,067 | | | | | | | | | 4,296(4) | 144,904 | | | | | | | | | 2,681(5) | 90,430 | | Gary R. Mills | 865 | - | 24.65 | 02/05/35 | 1,153 | 51,708 | 7,394(3) | 249,400 | | | 3,025 | - | 29.15 | 02/05/35 | | | 5,728(4) | 193,205 | | | 15,799 | - | 33.00 | 03/19/31 | | | 3,574(5) | 120,551 | | David D. Brown | 4,455 | - | 33.00 | 03/19/31 | 700 | 23,611 | 3,132(3) | 105,642 | | | | | | | | | 2,427(4) | 81,863 | | | | | | | | | 1,632(5) | 55,047 | | Jason R. Belcher | - | - | | | 700 | 23,611 | 3,132(3) | 105,642 | | | | | | | | | 2,427(4) | 81,863 | | | | | | | | | 1,632(5) | 55,047 | | Sarah W. Harmon | 5,157 | - | 33.00 | 03/19/31 | 700 | 23,611 | 2,876(3) | 97,007 | | | | | | | | | 2,228(4) | 75,150 | | | | | | | | | 1,632(5) | 55,047 |

  30. Outstanding Equity Awards at December 31, 2025

    | (1) All options listed in the exercisable column in the above table are vested. |

  31. Outstanding Equity Awards at December 31, 2025

    | (2) The awards of restricted stock units were granted on May 28, 2025 and cliff vest in three (3) years. | | (3) The awards of performance restricted stock units were granted on May 24, 2023 and cliff vest based on the Corporation's performance in three (3) years. | | (4) The awards of performance restricted stock units were granted on May 23, 2024 and cliff vest based on the Corporation's performance in three (3) years. | | (5) The awards of performance restricted stock units were granted on May 28, 2025 and cliff vest in three (3) years. |

  32. Outstanding Equity Awards at December 31, 2025

    | (6) The market value is calculated by multiplying the number of the shares of restricted stock that have not vested by the price per share of the Corporation’s stock on December 31, 2025 of $33.73 per share. |

  33. 2025 Options Exercised and Stock Vested

    2025 Options Exercised and Stock Vested The following table provides information for the named executive officers with respect to the number of shares acquired upon the vesting of performance restricted stock units and the value realized at such time, before the payment of any applicable withholding tax and brokerage commissions.

  34. 2025 Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number | | Number | | | | of Shares | Value | of Shares | Value | | | Acquired on | Realized | Acquired on | Realized | | Name | Exercise | on Exercise | Vesting | on Vesting (1) | | William P. Stafford, II | - | $- | 4,827 | $182,026 | | Gary R. Mills | - | - | 6,436 | 242,702 | | David D. Brown | - | - | 2,727 | 102,835 | | Jason R. Belcher | - | - | 2,727 | 102,835 | | Sarah W. Harmon | - | - | 2,503 | 94,388 |

  35. 2025 Options Exercised and Stock Vested

    | (1) Total value realized is equal to the number of shares acquired on vesting multiplied by the market price per share of the Corporation's common stock on the day prior to the vesting date (May 23, 2025). |

  36. 2025 Pension Benefits

    2025 Pension Benefits The table below sets forth the details on pension benefits for the named executive officers under the following plan:

  37. 2025 Pension Benefits

    | | | Number of | Present Value of | Payments | | | | Years Credited | Accumulated | During Last | | Name | Plan Name | Service | Benefit | Fiscal Year | | William P. Stafford, II (1) | SERP | 28 | $1,089,518 | - | | Gary R. Mills | SERP | 23 | 561,003 | - | | David D. Brown | SERP | 17 | 239,542 | - | | Jason R. Belcher | SERP | 7 | 33,847 | - |

  38. 2025 Pension Benefits

    | (1) The number of years of credited service includes years of service as a director of the Corporation. |

  39. 2025 Pension Benefits

    The Corporation’s Executive SERP. The Corporation’s SERP is unfunded and not qualified for tax purposes. The values in the above table reflect the actuarial present value of the named executive officer’s accumulated benefit under the SERP, computed as of December 31, 2025. As of December 31, 2021, the SERP was frozen to new participants; however, previously, employees considered highly compensated under ERISA and other senior management employees were eligible to participate in the SERP at the recommendation of the Chief Executive Officer as approved by the CRC. All participants in the SERP prior to December 31, 2021, will receive, upon separation of service at or after age 62, only such benefit as was accrued and vested as of December 31, 2021. Only those named executive officers that were approved for participation are included in the above table. Refer to page 27 of this proxy statement for a more detailed discussion of the SERP and to Note 12 of the Consolidated Financial Statements in the Annual Report for the year ended December 31, 2025, for discussion of the methodologies and assumptions underlying the projected SERP benefits.

  40. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation Deferral of Salary. The named executive officers, like any employee otherwise ineligible to fully participate in the KSOP and who meets the Code definition of being “highly compensated,” are eligible to defer into the Corporation's Non-Qual Plan, as discussed on page 26. Deferrals to the Non-Qual Plan are invested as directed by each participant and are matched at the discretion of the Board of Directors in conjunction with and subject to limits established each year by the Board of Directors for elective deferrals to the KSOP. Earnings on deferrals are based on the investment elections made by the individual Non-Qual Plan participants and no guaranteed return is available to any named executive officer participating in the Non-Qual Plan. On an annual basis, each Non-Qual Plan participant is allowed to designate or modify the percentage of salary to defer to the Non-Qual Plan in compliance with Code Section 409A. Participants elect the form of payment for Qualifying Distribution Events at the time they enroll in the Non-Qual Plan. Such Qualifying Distribution Events include without limitation Separation from Service, Change in Control, Unforseeable Emergency, Disability, Death, and Scheduled In-Service Distributions. Prior to 2022, the named executive officers were similarly eligible to participate in the Corporation's previous non-qualified deferred compensation plan referred to as the WRAP. Distributions from the WRAP are only available post-termination or retirement. The table below provides detail regarding non-qualified deferred compensation of the named executive officers. Balances previously deferred by the named executive officers to the WRAP have been combined with the Non-Qual Plan deferrals and reported in a single table below.

  41. 2025 Non-Qualified Deferred Compensation

    | | Executive | Corporation | Aggregate | | Aggregate | | | Contributions | Contributions | Earnings | Aggregate | Balance | | | in Last Fiscal | in Last Fiscal Year | in Last Fiscal | Withdrawals/ | at Last Fiscal | | Name | Year (1) | (1) | Year (2) | Distributions | Year End (3) | | William P. Stafford, II | $293,553 | $21,157 | $520,108 | $- | $3,088,965 | | Gary R. Mills | 77,878 | 35,357 | (35,066) | - | 1,449,264 | | David D. Brown | 46,476 | 16,300 | (47,803) | - | 448,769 | | Jason R. Belcher | 11,619 | 8,975 | 26,141 | - | 212,107 | | Sarah W. Harmon | 2,214 | 938 | 1,136 | - | 8,135 |

  42. 2025 Non-Qualified Deferred Compensation

    | (1) The amounts reported under “Executive Contributions” are included in each named executive officer’s amount under the “Salary” column in the “2025 Summary Compensation Table.” The amounts reported under “Corporation Contributions” are included in each named executive officer’s amount under the “2025 All Other Compensation” column in the “2025 Summary Compensation Table.” The Corporation contributions reflected in the above table are reflective of amounts deferred by the executives in the prior plan year, but matched by the Corporation in the subsequent year. |

  43. 2025 Non-Qualified Deferred Compensation

    | (2) The amounts reported under “Aggregate Earnings” are not included in each named executive officer’s amount under the “Salary” column or the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column in the “2025 Summary Compensation Table.” |

  44. 2025 Non-Qualified Deferred Compensation

    | (3) The Aggregate Balance at December 31, 2025 shown above includes amounts reported in the Summary Compensation Table (or would have been reported if the person was an NEO) for prior years as follows: $1,290,827 for Mr. Stafford; $816,174 for Mr. Mills; $264,702 for Mr. Brown; $101,973 for Mr. Belcher; and $3,233 for Ms. Harmon. |

  45. Potential Payments upon Termination

    Potential Payments upon Termination The information below describes the compensation that would become payable under existing plans and agreements based on the named executive officer’s actual termination of employment coupled with the assumption that the named executive officer’s employment had terminated on December 31, 2025, given the named executive officer’s compensation, years of service, and a presumed age of 62. These benefits are in addition to benefits generally available to other non-executive officers, who are salaried employees, such as distributions under the KSOP and disability insurance benefits. The Corporation has estimated the amounts of compensation payable to each named executive officer under a variety of termination circumstances, including: early retirement, involuntary termination not for “Cause,” termination for “Cause,” termination following a change of control, disability, and death of the named executive officer. Since a variety of factors might affect the nature and amount of any benefits payable upon the events discussed below, actual amounts may vary from what the Corporation has projected. Regardless of the manner in which a named executive officer’s employment terminates, he or she may be entitled to receive amounts earned during their term of employment. Such amounts include:

  46. Potential Payments upon Termination

    | • | option or stock award grants made pursuant to the 1999 Plan, 2004 Plan, 2012 Plan, or 2022 Plan that vest through the most recently completed fiscal year; |

  47. Potential Payments upon Termination

    | • | amounts contributed under the KSOP and the Corporation’s non-qualified deferred compensation plans; |

  48. Potential Payments upon Termination

    | • | amounts accrued and vested through the Corporation’s SERP payable as benefits for the life of the named executive officer beginning at age 62; and |

  49. Potential Payments upon Termination

    | • | cash surrender value of life insurance payable. |

  50. Potential Payments upon Termination

    In the event of an involuntary termination without “Cause” or termination by a named executive officer for “Good Reason” other than a change in control, the Corporation shall pay the named executive officer severance in the form of continuing to pay their base salary for eighteen (18) months. In addition, the Corporation shall maintain and continue to provide health, dental, accident and disability insurance and certain other executive benefit plans, programs and arrangements until the earlier of (i) eighteen (18) months; or (ii) the date on which the Corporation determines that the named executive officer has violated any one of several specified sections of the agreement. Additional details regarding these agreements are set forth in the discussion beginning on page 27. As required by said employment agreements, in the event of termination without “Cause,” termination due to change of control, or termination by a named executive officer for “Good Reason,” payment of any severance amounts due under the employment agreement is conditioned upon the execution of a separation agreement containing a valid waiver and release of any and all claims and a reaffirmation of the restrictions upon the executive contained in the employment agreement.

  51. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  52. Director Compensation Table

    Director Compensation Table The following table summarizes non-management director compensation, including compensation for director services at the bank subsidiary for 2025.

  53. Director Compensation Table

    | | | | | | Change in | | | | | | | | | Pension Value | | | | | | | | | and | | | | | Fees | | | | Non-qualified | | | | | Earned | | | Non-Equity | Deferred | | | | | or Paid in | Stock | Option | Incentive Plan | Compensation | All Other | | | Name | Cash (1) | Awards (2) | Awards | Compensation | Earnings | Compensation | Total | | C. William Davis | $47,057 | $35,375 | $- | $- | $7,023 | $- | $89,455 | | Samuel L. Elmore | 92,920 | 35,375 | - | - | 8,428 | - | 136,723 | | Richard S. Johnson | 82,620 | 35,375 | - | - | 8,078 | - | 126,073 | | Harriet B. Price | 52,128 | 35,375 | - | - | - | - | 87,503 | | M. Adam Sarver | 75,733 | 35,375 | - | - | - | - | 111,108 | | Beth A. Taylor | 50,067 | 35,375 | - | - | - | - | 85,442 |

  54. Director Compensation Table

    | (1) The value represents board fees and committee fees. | | (2) On May 28, 2025, directors were awarded restricted stock units which vest in one (1) year. The amounts represent the grant date fair value of the restricted stock units in accordance with FASB ASC Topic 718. The compensation amount was calculated using the closing price of $38.12 on May 27, 2025, the day prior to the grant date. |

  55. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd - Frank Act”), the Securities and Exchange Commission (“SEC”) adopted a rule requiring annual disclosure of the ratio of the total annual compensation of the principal executive officer (“PEO”) of the Corporation to the median annual total compensation of all other employees of the Corporation (the “MATC”). The Corporation’s PEO is Mr. Stafford. During calendar year 2025, Mr. Stafford received total compensation of $1,122,497, as reflected in the Summary Compensation Table on page 29. During calendar year 2025, the MATC was $51,062. Accordingly, the aforesaid ratio for the Corporation for fiscal year 2025 is 22.0 to 1. The MATC used in the calculation above was determined from a list of 566 persons, constituting all persons (excluding the PEO) employed by the Corporation on January 1, 2025 and remaining employed by the Corporation as of December 31, 2025 excluding seasonal employees. Determination of the median employee was based on wages actually earned in 2025 plus the following additional 2025 compensation components, where applicable: paid time off; overtime pay; incentive compensation; and commissions. The gross amounts were adjusted for locality differentials where applicable. After identifying the median employee, the MATC was calculated using the same methodology employed for named executive officers, including the PEO, in the Summary Compensation Table.

  56. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the Corporation is providing the following information about the relationship between executive compensation as reported in the Summary Compensation Table, “Compensation Actually Paid” ("CAP") as defined by the SEC, and certain financial performance of the Company. CAP is calculated in accordance with SEC rules and does not reflect the actual amount of compensation earned or paid during the applicable year. For information concerning the Corporation’s pay for performance philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to the Compensation Discussion and Analysis beginning on page 20.

  57. Pay versus Performance Table

    Pay versus Performance Table The following table reports the total compensation for the NEOs for the past five (5) fiscal years as shown in the Summary Compensation Table ("SCT"), the CAP to the PEO and, on average, to the other NEOs in accordance with SEC rules. The table also provides information on the Corporation's Total Shareholder Return ("TSR") and the TSR of the selected peer group over the five-year period, the Corporation's Net Income, and the Corporation's ROAE which represents our Company Selected Measure ("CSM") per SEC rules.

  58. Pay versus Performance Table

    | | | | | | Year-end value of $100 invested on 12/31/2020 | | | | | Year | SCT Total for PEO (1) | CAP for PEO (2) | Average SCT Total for Non-PEO NEOs (1) | Average CAP for Non-PEO NEOs (2) | FCBC TSR (3) | Peer Group TSR (4) | FCBC Net Income (MM) | FCBC ROAE (%) | | 2025 | $1,122,498 | $1,029,477 | $896,664 | $866,465 | $195.35 | $167.37 | $48.79(5) | 9.64 | | 2024 | 855,786 | 888,650 | 704,183 | 728,682 | 161.84 | 120.02 | 51.60 | 10.03 | | 2023 | 1,200,030 | 956,254 | 777,519 | 765,683 | 141.73 | 128.73 | 48.02 | 10.02 | | 2022 | 970,489 | 942,517 | 756,509 | 761,575 | 122.88 | 99.82 | 46.66 | 11.04 | | 2021 | 690,995 | 702,132 | 525,400 | 567,119 | 116.90 | 107.19 | 51.17 | 11.96 |

  59. Pay versus Performance Table

    | (1) Mr. William Stafford served as the PEO for all five (5) years covered in the table. Messrs. Gary Mills, David Brown, Jason Belcher, and Ms. Sarah Harmon served as the Non-PEO NEOs for all five (5) years covered in the table. The dollar amounts reported are total compensation in the Summary Compensation Table for the PEO and the average for Non-PEO NEOs for each reported fiscal year. |

  60. Pay versus Performance Table

    | (2) The dollar amounts reported represent "Compensation Actually Paid," as calculated in accordance with SEC rules for the PEO and the average for Non-PEO NEOs for each reported year. These dollar amounts do not reflect actual amounts of compensation paid during the covered year, but reflect adjustments for (i) the year-end fair values of unvested equity awards granted in the current year, (ii) the year-over-year difference of year-end fair values for unvested awards granted in prior years, (iii) the fair values at vest date for awards granted and vested in the current year, and (iv) the difference between prior year-end fair values and vest date fair values for awards granted in prior years. In addition, adjustments were made for the difference in pension values reported in the Summary Compensation Table and the current year service cost obtained from the Corporation's pension actuary. The Corporation does not pay or accrue dividends or dividend equivalents on unvested equity grants; and, as such, reports no adjustments. |

  61. Pay versus Performance Table

    | (3) Reflects the cumulative total shareholder return of First Community Bankshares, Inc. over the five-year period. The reporting is based on a theoretical $100 invested on the last day of 2020 and valued as of the last trading day of 2021, 2022, 2023, 2024 and 2025. These calculated values were obtained from the S&P Cap IQ database. |

  62. Pay versus Performance Table

    | (4) Reflects the cumulative total shareholder return of the Corporation’s Asset & Regional Peer Group, weighted according to the member companies’ market capitalization for each period for which the return is indicated. This is the peer group used by FCBC for purposes of Item 201(e) of Regulation S-K in our Annual Report on Form 10K for the year ended December 31, 2025. Calculated values in the table were obtained from the S&P Cap IQ database. |

  63. Pay versus Performance Table

    | (5) Net income in 2025 was negatively impacted by $2.33 million of after-tax merger related expenses. |

  64. Calculation of Compensation Actually Paid ("CAP")

    Calculation of Compensation Actually Paid ("CAP") To calculate the amounts in the CAP for the Corporation's PEO and Non-PEO NEOs in the table above according to SEC reporting rules, the following adjustments were made to Total Compensation as reported in the Summary Compensation Table for each covered year.

  65. Calculation of Compensation Actually Paid ("CAP")

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $1,122,498 | $896,664 | $855,786 | $704,183 | $1,200,030 | $777,519 | $970,489 | $756,509 | $690,995 | $525,400 | | Adjustments for Pension | | | | | | | | | | | | Adjustment Summary Compensation Table Pension | (76,203) | (16,916) | - | - | (301,283) | (54,654) | (46,618) | (9,027) | (43,270) | (20,210) | | Amount added for current year service cost | - | - | - | - | - | - | - | - | - | 31,734 | | Amount added for prior service cost impacting current year | - | - | - | - | - | - | - | - | - | - | | Total Adjustments for Pension | (76,203) | (16,916) | - | - | (301,283) | (54,654) | (46,618) | (9,027) | (43,270) | 11,524 | | Adjustments for Equity Awards | | | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (146,038) | (115,342) | (146,021) | (108,853) | (146,026) | (108,835) | (135,011) | (100,643) | (108,049) | (82,640) | | Year-end fair value of unvested awards granted in the current year | 129,220 | 102,059 | 178,885 | 133,352 | 205,757 | 153,353 | 163,635 | 121,981 | 97,254 | 74,372 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | - | - | - | - | (2,224) | (1,700) | 9,774 | 7,456 | 41,511 | 24,698 | | Fair values at vest date for awards granted and vested in current year | - | - | - | - | - | - | - | - | - | - | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | - | - | - | - | - | - | (19,752) | (14,701) | 23,691 | 13,765 | | Forfeitures during current year equal to prior year-end fair value | - | - | - | - | - | - | - | - | - | - | | Dividends or dividend equivalents not otherwise included in total compensation | - | - | - | - | - | - | - | - | - | - | | Total Adjustments for Equity Awards | (16,818) | (13,283) | 32,864 | 24,499 | 57,507 | 42,818 | 18,646 | 14,093 | 54,407 | 30,195 | | Compensation Actually Paid (as calculated) | $1,029,477 | $866,465 | $888,650 | $728,682 | $956,254 | $765,683 | $942,517 | $761,575 | $702,132 | $567,119 |

  66. Pay versus Performance Graphs

    Pay versus Performance Graphs In accordance with SEC reporting rules, the Corporation has prepared the following graphs which overlay the following performance results with CAP:

  67. Pay versus Performance Graphs

    | ● | Corporation and peer group TSR versus Compensation Actually Paid to the PEO and average for other NEOs for each covered year. |

  68. Pay versus Performance Graphs

    | ● | Corporation Net Income versus Compensation Actually Paid to the PEO and average for other NEOs for each covered year. |

  69. Pay versus Performance Graphs

    | ● | Corporation Return on Average Equity (ROAE) versus Compensation Actually Paid to the PEO and average for other NEOs for each covered year. |