10-K/A: Virginia National Bankshares Corporation Files Amendment to 10-K Report

Virginia National Bankshares Corporation files an amendment to its annual report on Form 10-K to include previously omitted information regarding directors, executive officers, compensation, and related matters.

Summary

• Virginia National Bankshares Corporation is filing Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The amendment includes information required in Part III (Items 10, 11, 12, 13 and 14) of Form 10-K, which was previously omitted.
• The cover page of the Original Form 10-K is being updated to include the aggregate market value of common stock held by non-affiliates of the Company as of June 30, 2024, which was approximately $154.7 million.
• As of March 26, 2025, the number of shares of the Registrant's Common Stock outstanding was 5,391,979.
• The filing includes certifications from the principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
• The Board of Directors has determined that Mr. Keyser is an audit committee financial expert, and each member of the Audit Committee is independent under the rules of The Nasdaq Stock Market LLC (Nasdaq).
• In 2024, the Compensation Committee recommended, based on the CEO's performance in 2023, that (a) his salary remain at $500,000, (b) he be given a $100,000 cash bonus, and (c) he receive 10,816 shares restricted stock vesting in equal annual installments over four years.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing, so the sentiment is neutral to slightly positive due to increased transparency.

Positives

• The company is providing additional transparency by disclosing previously omitted information.
• Executive compensation is tied to performance, aligning interests with shareholders.
• The company has a 401(k) plan with a matching contribution for employees.
• The company has Management Continuity Agreements with key executives.

Negatives

• Directors Adams, Carter, Craig, Dittmar, Frostick, Houston, Keyser, Rust, Strange and Wells failed to timely report a Form 4, each covering one transaction and each one day beyond the filing deadline.
• Mr. Dittmar is not considered independent due to lease payments made to an entity he manages.

Risks

• The document does not explicitly mention any specific risks, but general business and economic risks associated with the banking industry may apply.
• The company's performance is subject to the effectiveness of its executive compensation program in motivating and retaining key personnel.

Future Outlook

The document does not contain specific forward-looking statements beyond the ongoing vesting schedules of stock options and restricted stock.

Management Comments

• Glenn W. Rust, President and Chief Executive Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
• Tara Y. Harrison, Executive Vice President and Chief Financial Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Industry Context

This filing is a routine amendment to an annual report, providing additional details on corporate governance and executive compensation, which is standard practice for publicly traded companies in the banking sector.

Comparison to Industry Standards

• The executive compensation structure, including base salary, bonuses, and stock options, is typical for community banks of similar size.
• The director independence assessment aligns with Nasdaq listing requirements.
• The related party transaction disclosures are consistent with SEC regulations.

Related Party Transactions

• Virginia National Bank made lease and other payments of $720,097 to or for the benefit of Pantops Park, LLC, of which William D. Dittmar, Jr., chairman of the Virginia National Board, is the manager and indirect owner, under a ground lease executed in 2005.
• During 2023, Virginia National Bank made lease and other payments of $543,165 for the benefit of Pantops Park, LLC.

Stakeholder Impact

• Shareholders receive more detailed information about the company's governance and executive compensation.
• Employees are informed about the compensation structure for executive officers.
• The public gains insight into the company's financial reporting practices.

Next Steps

• The company will continue to operate under its existing corporate governance structure.
• Executive officers will continue to be compensated according to the terms outlined in the filing.
• The company will continue to engage Yount, Hyde & Barbour, P.C. as its independent registered public accounting firm.

Key Dates

Keywords

executive compensation, directors, corporate governance, Form 10-K/A, Virginia National Bankshares, financial reporting, related party transactions, audit fees, stock options, restricted stock