Virginia National Bankshares Corp
For the period ended May 29, 2025. Filed May 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2025 · Filed May 30, 2025
Contents
Pay Versus Performance Table
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table ("SCT"), as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the 2022, 2023 and 2024 calendar years. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based on TSR (3) | Net Income |
|---|---|---|---|---|---|---|
| 2024 | $1,007,824 | $1,123,954 | $448,492 | $493,110 | $112.76 | $16,966,385 |
| 2023 | $1,005,762 | $1,030,097 | $335,061 | $342,601 | $114.89 | $19,262,929 |
| 2022 | $975,165 | $983,392 | $421,764 | $435,784 | $107.40 | $23,437,900 |
| (1) | The amounts reflect the amounts reported in the SCT as total compensation for Mr. Rust, who was the principal executive officer ("PEO") for all years presented, and the average for each year of total compensation for the other NEOs as reported in the SCT. The other NEOs for 2022 were Ms. Bayes and Ms. Shewmake, the other NEOs for 2023 were Ms. Bayes, Ms. Shewmake and Ms. Harrison and the other NEOs for 2024 were Ms. Bayes and Ms. Harrison. |
| (2) | Compensation actually paid to the PEO and Non-PEO NEOs represents total compensation reported in the SCT, with certain adjustments as described below. Compensation actually paid differs from the amount shown in the SCT and does not represent the total amount earned or the total amount paid in any particular year. Total compensation, as reported in the SCT, was adjusted by (a) removing the grant date fair value of stock awards granted in each year, as determined under ASC Topic 718; (b) including with respect to outstanding restricted stock awards for each year (i) the year-end fair value of any awards granted during the year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of the end of the year (from the end of the prior year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year, and (iii) for awards granted in prior years that vested in the applicable year, the change in fair value as of the vesting date (from the end of the prior year); and (c) the amount of dividends paid on unvested restricted stock awards. |
| (3) | Total shareholder return ("TSR") is calculated assuming a fixed investment of $100 in the Company’s common stock based on the closing price on December 31, 2021, the last trading day prior to January 1, 2022, assuming reinvestment of dividends, through and including the end of each fiscal year. The amount for 2022 represents the one-year total shareholder return, the amount for 2023 represents the two-year total shareholder return and the amount for 2024 represents the three-year total shareholder return. |
The amounts of the adjustments that were added to (or deducted from) the SCT total for the PEO to arrive at compensation actually paid to the PEO for each year are shown in the table below:
| Adjustments to determine compensation "actually paid" for PEO | 2024 | 2023 | 2022 |
|---|---|---|---|
| Deduction for amounts reported under the "Stock Awards" column in the Summary Compensation Table | $(325,000) | $(274,932) | $(200,043) |
| Year-end fair value of awards granted during year that remained unvested at year-end | 413,171 | 288,792 | 204,563 |
| 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 | 39,526 | (15,271) | (4,598) |
| Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | (29,599) | 7,714 | (2,914) |
| Increase based on dividends paid during year prior to vesting | 18,032 | 18,032 | 11,219 |
| Total adjustments | $116,130 | $24,335 | $8,227 |
The amounts of the adjustments that were added to (or deducted from) the SCT total for the NEOs other than the PEO to arrive at compensation actually paid to non-PEO NEOs for each year are shown in the following table:
| Adjustments to determine compensation "actually paid" for non-PEO NEOs · 2024 · 2023 · 2022 | ||||
|---|---|---|---|---|
| Deduction for amounts reported under the "Stock Awards" column in the Summary Compensation Table | $(56,549) | $ | - | $(82,500) |
| Year-end fair value of awards granted during year that remained unvested at year-end | 92,382 | - | 91,650 | |
| 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 | 5,730 | (5,985) | (1,830) | |
| Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | 375 | 8,864 | 3,813 | |
| Increase based on dividends paid during year prior to vesting | 2,681 | 4,661 | 2,888 | |
| Total adjustments | $44,618 | $7,540 | $14,021 | |
The relationship between (i) the executive compensation actually paid to the PEO and the average compensation actually paid to the NEOs other than the PEO and (ii) cumulative TSR on the Company’s common stock is shown below:
The relationship between (i) the executive compensation actually paid to the PEO and the average compensation actually paid to the NEOs other than the PEO and (ii) net income of the Company for the last three years is shown below:
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