William P. Stafford, II
About William P. Stafford, II
William P. Stafford, II is Chief Executive Officer of First Community Bankshares, Inc. (FCBC) and Chairman of the Board, serving as CEO since August 2013 and as a director since 1994; he is age 61 per the 2025 proxy and holds a B.S. in Mechanical Engineering (Virginia Tech) and a J.D., cum laude (Washington & Lee) . Under his tenure, FCBC delivered 2024 net income of $51.60 million, ROAE ~10.03%, ROA 1.60%, and five-year TSR of $161.84 versus peer TSR of $120.02; in 2023 net income was $48.02 million and ROAE ~10.02% . The Board combines CEO and Chair roles but mitigates governance risk with a Lead Independent Director and distinct bank subsidiary CEO (Gary Mills) oversight structure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Community Bankshares, Inc. | Chief Executive Officer; Chairman, Director | CEO since Aug 2013; Director since 1994 | Led community banking strategy, strong capital management; dual role with governance mitigations (Lead Independent Director, subsidiary CEO separation) |
| Brewster Morhous PLLC | Attorney (limited practice) | Not specified | Legal expertise in commercial transactions, lending, banking, creditor’s rights, trusts and estates |
| First Community Bank (subsidiary) | Chairman of the Board | Not specified | Oversight of primary operating entity governance |
| H. P. & Anne S. Hunnicutt Foundation, Inc.; Princeton Machinery Service, Inc.; Melrose Enterprises, Ltd. | Director and Corporate Secretary | Not specified | Community/civic leadership; corporate governance roles |
| Stafford Farms, LLC; Vermillion Development, LLC; Walnut Hill, LLC | Member | Not specified | Real estate/agricultural holdings experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Civic & community service boards/commissions | Board member/commission service | Not specified | Regional community development and service engagement |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | $427,769 | $457,784 | $476,871 | $486,976 |
| Stock Awards ($, grant-date fair value) | $15,953 | $135,011 | $146,026 | $146,021 |
| Non-Equity Incentive Plan Compensation ($) | $47,832 | $261,646 | $184,439 | $150,672 |
| Change in Pension Value ($) | $43,270 | $46,618 | $301,283 | $0 (decrease noted) |
| All Other Compensation ($) | $64,076 | $69,430 | $91,410 | $72,117 |
| Total Compensation ($) | $690,996 | $970,489 | $1,200,029 | $855,786 |
Perquisites and benefits details (2024): retirement plan matching $46,964; split-dollar life imputed income $133; executive life premium $15,420; automobile allowance $9,600 .
Performance Compensation
Annual cash incentive plan mechanics and outcomes:
| Year of performance | Financial metric (baseline at target) | Threshold / Target / Max | Actual metric result | KPI set (equal weight) | KPI targets | KPI actuals | Payout as % of base |
|---|---|---|---|---|---|---|---|
| 2024 | Adjusted ROATE (baseline 40% at target) | 11.00% / 12.25% / 15.25% | 14.02% (baseline 60.32%) | Core ROA; Core Net Income; Efficiency | ROA 1.11%; Efficiency 60.46% | ROA 1.60% (>max); Net Income 105% of target; Efficiency 59.11% | 64.93% (paid Mar 2025; $316,020 amount) |
| 2023 | Core ROAE (baseline 30% at target) | 9.25% / 10.75% / 13.50% | 10.70% (baseline 29.50%) | Core ROAA; Core Net Income; Efficiency | ROAA 1.09%; Efficiency 60.46% | ROAA 1.58% (>max); Net Income 93.11% of target; Efficiency 56.92% | 30.96% (paid Mar 2024; $150,672 amount) |
Long-term equity awards (performance RSUs; three-year cliff vest contingent on minimum three-year rolling ROAE ≥8.5%):
| Grant date | Award type | Target # units | Grant-date fair value ($) | Vesting condition |
|---|---|---|---|---|
| May 24, 2022 | PRSU | 4,827 | Market value $200,996 at 12/31/2024 | 3-year cliff; ROAE ≥8.5% |
| May 23, 2023 | PRSU | 5,546 | Market value $230,935 at 12/31/2024 | 3-year cliff; ROAE ≥8.5% |
| May 29, 2024 | PRSU | 4,296 | Grant fair value $146,021 (closing price $33.99 on 5/28/2024) | 3-year cliff; ROAE ≥8.5% |
Pay mix: variable compensation ~35% of CEO total comp actually paid in 2024 (includes cash incentive and equity), ~27% in 2023 .
Equity Ownership & Alignment
Beneficial ownership and governance alignment:
| As-of date | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Feb 26, 2024 | 221,549 | 1.20% | Includes 2,153 KSOP and 11,702 options exercisable; subject to stock ownership guidelines |
| Feb 25, 2025 | 222,122 | 1.21% | Includes 2,726 KSOP and 11,702 options exercisable |
Outstanding equity and options at 12/31/2024:
| Instrument | Quantity | Exercise/vesting terms |
|---|---|---|
| Stock options (exercisable) | 11,702 | $33.00 strike; exp. 03/19/2031; became fully vested on 11/03/2024 |
| PRSU (2022 grant) | 4,827 | 3-year cliff; ROAE ≥8.5% |
| PRSU (2023 grant) | 5,546 | 3-year cliff; ROAE ≥8.5% |
| PRSU (2024 grant) | 4,296 | 3-year cliff; ROAE ≥8.5% |
Ownership policies:
- Stock Ownership Guidelines: CEO required ownership value ≥3.5x base salary; directors/executives must hold shares from equity vesting/exercise until compliant; all were in compliance or making satisfactory progress as of 12/31/2024 and 12/31/2023 .
- Anti-hedging and margin policies: prohibits hedging, derivatives, short selling, and holding shares in margin accounts; quarterly blackout periods apply to insiders .
- Pledging: pledge disclosures exist for certain directors (e.g., Johnson, Sarver); no pledging disclosed for Mr. Stafford .
Insider selling pressure proxies:
- Options exercised and stock vested: 2024 shows no options exercised or stock vested by Stafford; 2023 stock vested 1,348 shares with $34,050 realized value, indicating limited sell pressure near vesting events .
Employment Terms
- Contract structure: standardized three-year employment agreements auto-renew annually; updated prototype reported August 27, 2024; no tax gross-ups and no single-trigger change-in-control cash payments .
- Severance (non-change-of-control): salary continuation and benefits for 18 months upon termination without cause or resignation for Good Reason; non-compete and non-solicit covenants apply for 18 months post-termination .
- Change-of-control (double trigger): within 36 months post-CoC, upon qualifying termination (non-renewal, termination without Cause, or Good Reason), continuation of base salary and like-kind benefits for 36 months; equity acceleration if successor refuses to assume awards .
- Clawback: NASDAQ-compliant compensation recovery policy adopted October 24, 2023; recovers erroneously received incentive compensation within three years preceding any required restatement, regardless of misconduct .
Potential incremental payments (prepared as if termination on 12/31/2024):
| Scenario | Salary & benefits ($) | Equity acceleration ($) | Non-qual deferred comp ($) | SERP ($) | Exec life ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause | 747,593 | — | 2,254,146 | 80,000 | 74,469 | 3,156,208 |
| Change-in-control termination | 1,460,028 | 610,817 | 2,254,146 | 1,031,470 | 74,469 | 5,430,930 |
| Death | — | 531,606 | 2,254,146 | 80,000 | 1,159,000 | 4,024,752 |
Non-compete/non-solicit: effective during employment and for 18 months post-termination; violation can cease severance benefits .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($MM) | 35.93 | 51.17 | 46.66 | 48.02 | 51.60 |
| ROAE (%) | 8.54 | 11.96 | 11.04 | 10.02 | 10.03 |
| FCBC TSR (Year-end value of $100 invested 12/31/2019) | $72.83 | $116.90 | $122.88 | $141.73 | $161.84 |
| Peer Group TSR (same basis) | $77.43 | $107.19 | $99.82 | $128.73 | $120.02 |
Capital deployment and shareholder returns:
- 2024: 257,294 shares repurchased (~1.40% of outstanding); 15th consecutive year of dividend increases .
- 2023: 768,079 shares repurchased (>4% of outstanding); 14th consecutive year of dividend increases .
Board Governance
- Roles: CEO and Chairman; chairs Executive Committee; not independent (executive officer), while ACER, CRC, GNC committees are composed of independent directors .
- Lead Independent Director: Samuel L. Elmore acts as Lead Independent Director and Vice Chairman; chairs independent director sessions and ensures shareholder primacy on matters with potential management conflicts .
- Board activity: In 2024, nine regular and two special meetings; all directors attended >75% of board/committee meetings; independent directors held sessions twice without management present .
- Independence determinations: six non-management directors independent; Stafford and Mills not independent solely due to executive roles .
Compensation Peer Group & Say-on-Pay
- 2024 peer group: Aon-led revenue-based selection (U.S. banks with $80–$330MM revenue), positioning FCBC near median; list includes 20+ banks (e.g., City Holding, Lakeland Financial, German American Bancorp, Community Trust Bancorp, Shore Bancshares, HomeTrust Bancshares, Carter Bankshares) .
- Prior peer group: 2021–2023 asset-based peer set via Pearl Meyer .
- Independent compensation consultant: Aon plc in 2024; Pearl Meyer in prior years .
- Say-on-pay: ~97% approval in 2024; annual advisory votes held .
Risk Indicators & Red Flags
- Clawback policy in place; anti-hedging and margin prohibitions; no tax gross-ups; no option repricing .
- Dual role (CEO + Chair) mitigated by Lead Independent Director and separation of subsidiary bank CEO role .
- Related party transactions: none exceeding $120,000 in 2024; bank loans/deposits with related persons at market terms per regulation .
- Section 16 compliance: company-assisted filings, no delinquent reports noted in 2024 and in 2023 .
Equity Ownership & Alignment Details
| Policy/Item | Requirement/Status |
|---|---|
| CEO ownership guideline | ≥3.5x base salary; holding of all granted shares until compliant |
| Compliance status | All officers/directors in compliance or making satisfactory progress (2024, 2023) |
| Hedging/margin | Prohibited; blackout periods in effect for insiders |
Employment Terms (Additional)
| Element | Description |
|---|---|
| Contract term | Initial 3 years; auto-renew annually; standardized prototype (Aug 27, 2024) |
| Non-compete / Non-solicit | Effective during employment and 18 months post-termination |
| Non-CoC severance | 18 months salary and benefits; subject to release and covenant compliance |
| CoC severance (double trigger) | 36 months salary and like-kind benefits upon qualifying termination within 36 months post-CoC; equity treatment per plan |
Investment Implications
- Pay-for-performance alignment: Cash bonuses tied to ROATE/ROA/efficiency with explicit thresholds and linear interpolation; 2024 payout at 64.93% of base reflects outperformance on ROA and efficiency, reinforcing incentive linkage to profitability and operational discipline . Long-term PRSUs vest only on sustained ROAE ≥8.5%, promoting capital return consistency and conservative balance sheet management .
- Retention risk: Strong ownership guidelines and required holding periods drive “skin in the game”; severance protections (18–36 months) reduce departure risk but imply costs under CoC scenarios; non-compete/non-solicit reduce competitive leakage post-termination .
- Trading signals: Minimal exercise/vesting activity in 2024 (none for Stafford) and holding requirements reduce near-term selling pressure; absence of hedging and margin accounts further lowers forced-selling risk around blackout periods .
- Governance: Dual CEO/Chair role is offset by Lead Independent Director and separated subsidiary CEO role; independent compensation oversight and strong say-on-pay support (~97%) reduce governance overhangs .
- Peer benchmarking evolution: Shift to revenue-based peers via Aon in 2024 suggests tighter calibration of incentive targets to business complexity; monitoring future target changes and KPI thresholds will be important for assessing payout sensitivity and pay inflation risk .