8-K: Virginia National Bankshares Announces CFO Transition

Virginia National Bankshares Corporation announced a leadership transition with Tara Y. Harrison stepping down as CFO and Cathy W. Liles appointed as her successor, effective November 21, 2025.

Summary

• Tara Y. Harrison will transition from Executive Vice President and Chief Financial Officer of Virginia National Bankshares Corporation and Virginia National Bank to Senior Advisor, effective November 21, 2025.
• Cathy W. Liles will become Executive Vice President and Chief Financial Officer of the Company and the Bank, effective November 21, 2025.
• Ms. Harrison will serve as Senior Advisor indefinitely until retirement, working closely with Ms. Liles and other senior management to ensure an orderly transition.
• Ms. Harrison's transition is due to personal reasons and not the result of any disagreement with the Company or Bank regarding operations, policies, financial disclosures, accounting practices, or internal controls.
• Ms. Liles, 60, is a certified public accountant with extensive bank industry experience, having previously served as CFO for Old Point Financial Corporation and Carter Bank & Trust, and Chief Accounting Officer for American National Bankshares Inc.
• Ms. Liles will receive an annual base salary of $275,000, subject to annual adjustment, and will participate in the Company's shortand long-term incentive plans.
• In connection with joining, Ms. Liles was granted a stock option to purchase 2,000 shares of the Company's common stock, vesting in equal parts over four years.
• During Ms. Harrison's tenure, the bank grew from $800 million to $1.6 billion in assets and became one of the more profitable community banks in Virginia.

Sentiment

Score: 7

Explanation: The filing announces a planned and orderly CFO transition with a highly qualified successor, mitigating potential negative impacts. The outgoing CFO's tenure saw significant asset growth and profitability, and her departure is for personal reasons, not operational issues. The new CFO's compensation package and stock options are standard for such a role.

Positives

• The transition is planned and orderly, with outgoing CFO Tara Y. Harrison remaining as Senior Advisor indefinitely to ensure a smooth handover.
• The new CFO, Cathy W. Liles, is highly experienced, a Certified Public Accountant (CPA), and has a strong background in bank industry finance and accounting, including prior CFO roles.
• Ms. Harrison's departure is for personal reasons, explicitly stating no disagreements with the Company's operations, policies, or financial practices.
• During Ms. Harrison's tenure, the bank demonstrated significant growth, increasing assets from $800 million to $1.6 billion, and achieving status as one of Virginia's more profitable community banks.

Negatives

• The company is losing a critical and long-serving member of its team, Tara Y. Harrison, who successfully navigated the bank through significant industry challenges.

Future Outlook

The filing primarily focuses on a personnel change and does not provide explicit forward-looking financial guidance or strategic outlook beyond ensuring a smooth transition and the new CFO's commitment to building on the company's strong foundation to deliver lasting value for shareholders, clients, and communities.

Management Comments

• "It's always tough to lose a critical member of your team, but I truly understand Tara's decision." Glenn W. Rust, President and Chief Executive Officer.
• "Tara served the bank well for many years, which during that time included a merger, several industry sector crises, Covid, and a ton of new bank regulations and laws. Through all these challenges, the bank grew from $800 million to $1.6 billion in assets and became one of the more profitable community banks in Virginia." Glenn W. Rust, President and Chief Executive Officer.
• "I expect this transition to smoothly progress because of the professionalism of both Tara and Cathy, their previous association, and both individuals desire to assist one another in the transition period." Glenn W. Rust, President and Chief Executive Officer.
• "It has been a privilege to serve as CFO of this great Company and Bank. I look forward to working with Cathy during this transition. Cathy and I have served together on the CFO Committee of the Virginia Bankers Association for many years and I am confident that she has the skills and experience to succeed in this role." Tara Y. Harrison.
• "I am excited to begin this new chapter as Chief Financial Officer of Virginia National Bankshares. It is an honor to join an exceptional leadership team that shares my passion for community banking. Together, we will continue building on the Company's strong foundation to deliver lasting value for our shareholders, clients and communities." Cathy W. Liles.

Industry Context

The appointment of an experienced CFO with a background in community banking and financial services aligns with the ongoing need for robust financial leadership in the banking sector, especially given regulatory complexities and market dynamics. The mention of growth from $800 million to $1.6 billion in assets during the outgoing CFO's tenure highlights the company's performance within the community banking segment in Virginia.

Comparison to Industry Standards

• The company's growth from $800 million to $1.6 billion in assets during Ms. Harrison's tenure, becoming "one of the more profitable community banks in Virginia," suggests strong performance relative to its regional peers.
• Ms. Liles' extensive experience as CFO and Chief Accounting Officer at "similar sized organizations" like Old Point Financial Corporation and American National Bankshares Inc. indicates a standard practice of hiring seasoned professionals for key financial roles in the banking industry.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The orderly transition and appointment of an experienced CFO are intended to maintain stability and continue delivering lasting value. The outgoing CFO's tenure saw significant asset growth, which is positive for shareholder value.
• Employees: The transition is managed to be smooth, with the outgoing CFO assisting the new CFO, which can help maintain morale and operational continuity.
• Clients/Customers: The new CFO expressed a passion for community banking and a commitment to clients, suggesting continuity in service focus.

Next Steps

• Tara Y. Harrison will work closely with Cathy W. Liles and other senior management to ensure an orderly transition.
• Cathy W. Liles will assume the role of Executive Vice President and Chief Financial Officer, effective November 21, 2025.
• Ms. Harrison will serve as Senior Advisor indefinitely until retirement.

Key Dates

Recommendation

The filing details a planned and orderly CFO transition with a highly experienced successor, which is a neutral to slightly positive event. There are no immediate red flags or significant catalysts for a strong buy or sell recommendation based solely on this announcement. The company's past growth under the outgoing CFO is positive, and the new CFO's background suggests continued stability in financial leadership. Investors should hold and monitor future financial performance and strategic initiatives.

Keywords

CFO transition, executive change, financial officer, Virginia National Bankshares, VABK, corporate governance, banking industry, financial reporting, leadership change, bank executive