10-K/A - Virginia National Bankshares Corp (0001572334) (Filer)

Tue, Apr 29, 8:26 PM (13 days ago)

Virginia National Bankshares Corporation (VABK) filed an Amendment No. 1 on Form 10-K/A to disclose information required in Part III (Items 10, 11, 12, 13, and 14) of Form 10-K, which was previously omitted. The amendment includes updates to the cover page and certifications from the Company’s principal executive officer and principal financial officer. The Company did not update disclosures to reflect subsequent events. **Board of Directors and Executive Officers:** The Company's Board of Directors comprises ten members, eight of whom are independent. Key executives include Glenn W. Rust (President and CEO), Virginia R. Bayes (Chief Banking Officer), and Tara Y. Harrison (CFO). The Board has standing audit, compensation, and corporate governance committees. **Executive Compensation:** - **Glenn W. Rust:** Received a total compensation of $1,007,824 in 2024, including a salary of $500,000, a bonus of $100,000, stock awards of $325,000, and other compensation of $82,824. - **Virginia R. Bayes:** Received a total compensation of $478,695 in 2024, including a salary of $365,064, a bonus of $18,781, stock awards of $56,549, and other compensation of $38,301. - **Tara Y. Harrison:** Received a total compensation of $418,289 in 2024, including a salary of $308,415, a bonus of $21,987, stock awards of $56,549, and other compensation of $31,338. **Stock Ownership:** - **BlackRock, Inc. and The Vanguard Group** each own approximately 5.4% of the outstanding common shares. - **Directors and Executive Officers** collectively own 13.96% of the outstanding common shares. **Related Transactions:** The Company had business dealings with directors and related entities, including lease payments to Pantops Park, LLC, managed by William D. Dittmar, Jr. All transactions were conducted on substantially the same terms as those prevailing for comparable transactions with unrelated persons. **Audit and Accounting:** Yount, Hyde & Barbour, P.C. served as the independent registered public accounting firm, with audit fees of $216,050 and total fees of $242,750 for 2024. The Audit Committee pre-approved the scope of all audit and non-audit services. **Market Position:** The aggregate market value of common stock held by non-affiliates was approximately $154.7 million as of June 30, 2024. The number of shares outstanding as of March 26, 2025, was 5,391,979. **Future Outlook:** The Company did not provide specific forward-looking statements in this amendment. However, the inclusion of certifications and updates to the cover page indicates a focus on compliance and transparency, which are positive indicators for investors.