Beth A. Taylor - Director | FIRST COMMUNITY BANKSHARES INC /VA/ (FCBC) Executive Profile & Compensation

About Beth A. Taylor

Beth A. Taylor, MD, is an independent director of First Community Bankshares, Inc. (FCBC) and a nominee for re‑election to the Board in the Class of 2028; she has served on the FCBC Board since 2022 and also serves on the Board of First Community Bank, the company’s banking subsidiary . She earned a Nursing Degree (Samford University, 1976), a B.S. (University of Alabama at Birmingham, 1985), and an M.D. (University of South Alabama, 1989), with certifications in Internal Medicine (1992) and Gastroenterology (1995); she practiced gastroenterology in private practice until retiring in 2015 . Dr. Taylor has served in municipal government since 2016 and is the first female Mayor of Wytheville, Virginia (elected 2018; re‑elected 2023 for a four‑year term) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Private medical practice	Gastroenterologist (private practice)	Career through 2015	Clinical practice; retired 2015
Town of Wytheville, VA	Town Council Member	Elected Aug 2016	Civic governance
Town of Wytheville, VA	Mayor (first female mayor)	Elected Jul 30, 2018; re‑elected Jan 2023 (4‑year term)	Serves on or attends regional committees: Crossroads Regional Industrial Development Authority, District Three Committee, Beautification Committee, Budget & Finance Committee, Tree Advisory Committee; regularly attends Joint Industry Development Authority, Regional Water Authority, Planning Commission
St. John’s Church	Trustee; Finance Committee member	Ongoing	Financial oversight at church organization

External Roles

Category	Organization	Role	Notes
Public company boards	None disclosed	—	Proxy discloses only FCBC and its bank board roles
Subsidiary board	First Community Bank (FCBC subsidiary)	Director	Serves alongside FCBC board
Municipal	Town of Wytheville, VA	Mayor	Re‑elected Jan 2023 for four‑year term
Non‑profit/faith	St. John’s Church	Trustee; Finance Committee	Ongoing service

Board Governance

Independence: The Board determined Dr. Taylor is independent under NASDAQ and SEC standards; all members of ACER, CRC, and GNC are independent .
Committees: Member, ACER Committee (Audit, Compliance & Enterprise Risk); Member, Executive Committee .
Committee leadership/financial expert: ACER chaired by Director Johnson; Johnson designated as ACER’s “audit committee financial expert” (Dr. Taylor is not designated as the financial expert) .
Attendance: In 2024, the Board held nine regular and two special meetings; no director attended fewer than 75% of Board and applicable committee meetings; all then‑current directors attended the 2024 Annual Meeting; independent directors met in executive session twice .
Lead Independent Director: Director Elmore serves as Lead Independent Director and Vice Chairman (not Dr. Taylor) .
Anti‑hedging/shorting: Company policy prohibits directors from hedging, shorting, holding in margin accounts, or trading options on FCBC stock (with pre‑clearance for any hedging discouraged) .

Fixed Compensation (Non‑Management Director Program)

Component	2024 Program Detail	Source
Board annual retainer (cash)	$33,541 paid quarterly
Committee retainers (cash)	ACER member $11,365; ACER Chair +$14,206; ACER Financial Expert +$7,389; GNC member $2,826 (Chair +$2,826); CRC member $2,826 (Chair +$2,826)
Equity for Board service	RSUs equal to the director’s annual Board cash retainer; 1‑year vest; granted under 2022 Plan
Pay mix principle	Board service fees 50% cash / 50% equity; committee fees paid in cash

Director	2024 Fees Earned (Cash)	2024 Stock Awards (Grant‑date FV)	Total
Beth A. Taylor	$48,457	$33,922 (RSUs)	$82,379

Performance Compensation

Instrument	Grant Date	Vesting	Valuation Basis	2024 Grant Value
Director RSUs (time‑based)	May 29, 2024	Vest 1 year from grant (time‑based; no performance conditions)	Grant date FV uses $33.99 closing price on May 28, 2024	$33,922 (Taylor)

Directors’ equity is time‑based RSUs with one‑year vest; there are no director‑level performance metrics tied to vesting .

Other Directorships & Interlocks

Other public company directorships: None disclosed for Dr. Taylor .
Compensation Committee interlocks: Company disclosure indicates no CRC interlocks or insider participation; CRC members were not employed by FCBC in the last fiscal year and no NEOs served on boards/comp committees with FCBC directors (Taylor is not on CRC) .

Expertise & Qualifications

Medical/clinical leader with broad business experience from running a private gastroenterology practice; retired 2015 .
Extensive civic and municipal governance experience (Mayor; prior council service; multiple regional economic development and infrastructure committees) directly tied to community development, aligning with FCBC’s community banking footprint .
Board contribution rationale: GNC cites community involvement, business acumen, and community development experience as relevant qualifications for directors; FCBC seeks diverse skills including finance, technology, marketing, and community affairs .

Equity Ownership

Holder	Beneficial Shares	Notes	% of Outstanding
Beth A. Taylor	29,746	Includes 20,000 shares held by her husband	<1% (denoted by “*” in table)

Shares outstanding used for voting record date: 18,326,672 (Feb 25, 2025) .
Pledging: No pledging disclosed for Dr. Taylor (pledged shares noted for Johnson and Sarver only) .
Ownership guidelines: Directors are subject to stock ownership and post‑vesting holding requirements; as of Dec 31, 2024, all officers and directors have met or are making satisfactory progress toward guideline levels .
Anti‑hedging/margin/shorting: Prohibited for directors under Insider Trading Policy .

Related‑Party Exposure

Policy and process: GNC reviews and approves potential related person/party transactions; quarterly reviews and annual questionnaires in place .
2024 outcome: No related party transactions in excess of $120,000 requiring disclosure; routine insider loans/deposits are on market terms and compliant with banking regulations .

Additional Governance Context

ACER (Audit, Compliance & Enterprise Risk) workload: 11 meetings in 2024, signaling active oversight; Dr. Taylor is an ACER member .
Board activity and engagement: 9 regular and 2 special Board meetings; all directors exceeded the 75% attendance threshold and attended the 2024 Annual Meeting .
Say‑on‑pay (advisory): 2024 support ~97%, signaling broad investor alignment with governance/compensation practices (Board‑level oversight relevance) .

Governance Assessment

Strengths:
- Clear independence and robust conflicts controls; no material related‑party transactions disclosed for 2024 .
- Active committee service on ACER and Executive Committee; ACER’s cadence (11 meetings) suggests material engagement in audit, compliance, and enterprise risk .
- Director pay structure aligns interests via 50% equity RSUs with mandatory holding guidelines and anti‑hedging prohibitions .
- Attendance thresholds met; full Board attendance at annual meeting enhances investor confidence .
Watch‑items (not red flags based on disclosed data):
- Municipal leadership role (Mayor) creates theoretical adjacency to local banking matters; however, FCBC reports no related‑party transactions in 2024 and affirms director independence, mitigating conflict concerns on disclosed facts .
- Taylor is not designated the audit committee financial expert; reliance on Chair Johnson for financial expertise is appropriate but places heavier technical load on other ACER members for oversight literacy .
Overall view: Dr. Taylor brings deep community and municipal governance experience that is relevant to a community bank strategy, with strong independence, compliance with ownership guidelines, and no disclosed conflicts. Director compensation is modest and equity‑linked with 1‑year vesting, supporting alignment without adding performance complexity at the director level .