John Willingham
About John A. Willingham
Independent director since 2021; age 47. President of Stoneridge Companies (real estate development/realty) since 2012 and CEO of Stoneridge Outdoor Living since 2021; holds a CPA license and real estate agent license. Prior banking and accounting roles include Market President and Senior Commercial Lender at Wells Fargo, CFO of Premier Community Bankshares, and public accounting with Yount, Hyde & Barbour and PricewaterhouseCoopers. The Board deems him independent under Nasdaq standards and notes his industry experience and accounting expertise .
Past Roles
| Organization | Role | Tenure (years) | Committees/Impact |
|---|---|---|---|
| Wells Fargo | Market President and Senior Commercial Lender | Not disclosed | Commercial banking leadership experience |
| Premier Community Bankshares Inc. | Chief Financial Officer | Not disclosed | Finance leadership and bank CFO experience |
| Yount, Hyde & Barbour, P.C. | Public Accountant | Not disclosed | Accounting and audit background |
| PricewaterhouseCoopers | Public Accountant | Not disclosed | Accounting and audit background |
External Roles
| Organization | Role | Tenure (years) | Notes |
|---|---|---|---|
| Frederick Winchester Service Authority | Chairman | Not disclosed | Public service governance role |
| Grafton Integrated Health Network | Board Member | Not disclosed | Non-profit governance experience |
| F&M Advisory Board (Winchester/Northern Shenandoah Valley) | Advisory Board Member (prior) | Not disclosed | Market connectivity |
| City of Winchester | City Councilor (prior) | Not disclosed | Municipal governance experience |
Board Governance
- Independence: Determined independent under Nasdaq standards; Board considered that the Bank conducts business with Mr. Willingham (real estate services and sales), yet maintains independence status .
- Committees: Member of Audit Committee and the Bank’s Compensation Committee; Audit met 5 times in 2024 and Compensation met twice .
- Financial Expert: Willingham qualifies as an “audit committee financial expert,” alongside Anne Keeler .
- Attendance: Each director attended >75% of applicable Board/committee meetings in 2024; Bank Board also met 12 times .
- Annual Meeting engagement: Seven of eleven directors attended the 2024 annual meeting; all directors attended the 2023 annual meeting .
- Say-on-Pay sentiment: 2025 non-binding say-on-pay passed (For: 1,383,180; Against: 134,950; Abstain: 24,648; broker non-votes: 893,399), with shareholders selecting an annual frequency (1,346,672 votes for 1 year). Prior proxies report ~90% support in 2024 and ~95% in 2023 .
Fixed Compensation
Director compensation (non-employee) for John A. Willingham:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 38,100 | 34,600 |
| Stock Awards ($) (grant-date fair value) | 2,667 | 12,000 |
| Total ($) | 40,767 | 46,600 |
- Compensation structure change effective July 1, 2024: quarterly annual retainer paid 60% in Company common stock and 40% in cash; Chairman retainer $50,000 and non-employee director retainer $40,000. Directors holding ≥12,500 shares may elect a higher cash percentage .
- Meeting fees (before July 1, 2024): $1,200 per combined Co./Bank board meeting; $400 per ALCO/Operational Risk/Compensation/Corporate Governance meeting; $500 per Audit Committee meeting; plus $5,000 quarterly retainer .
Performance Compensation
- No performance-based pay (e.g., PSUs, options, TSR-linked metrics) disclosed for directors; stock awards reflect time-based equity as part of retainer mix rather than performance grants .
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Willingham .
- Noted business relationships: The Bank conducts business with Mr. Willingham (real estate services and sales), which the Board considered in independence determinations .
Expertise & Qualifications
- CPA and real estate licensing; expertise in accounting, real estate markets, and commercial lending .
- Audit Committee financial expert designation; contributes financial and auditing knowledge to oversight .
Equity Ownership
Beneficial ownership and alignment:
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Outstanding | 3,482,529 | 3,528,262 |
| John A. Willingham Beneficial Shares | 15,003 | 20,536 |
| Ownership % of Class | 0.43% (calc: 15,003/3,482,529) | 0.58% (calc: 20,536/3,528,262) |
- Vested/unvested breakdown and options: Not disclosed for Mr. Willingham in proxy tables; director equity appears limited to stock awards tied to retainer policy .
- Ownership guideline proxy: Directors with ≥12,500 shares may elect more cash vs stock in retainer; Willingham’s 2025 holdings exceed this threshold, signaling alignment capacity .
- Anti-hedging: Company currently has no anti-hedging policy for directors or employees; pledging status not disclosed .
Governance Assessment
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Strengths
- Independent director with deep finance and real estate credentials; designated audit committee financial expert; service on Audit and Compensation Committees bolsters oversight capacity .
- Attendance and engagement are acceptable (≥75% threshold met); Board structured with independent chair; say-on-pay approvals remain strong with annual frequency reaffirmed, indicating investor confidence in compensation governance .
- Director retainer partly in stock since mid-2024 increases equity alignment; Willingham’s ownership above the 12,500-share threshold supports alignment options .
-
Risks / Red Flags
- Business dealings with the Bank in real estate services and sales present potential related-party exposure, though reviewed under Nasdaq independence criteria; aggregate loans/deposits with directors are material ($20.6M loans; $8.4M deposits at 12/31/24) and warrant monitoring .
- Anti-hedging policy absence can weaken alignment safeguards; pledging/hedging disclosures are not provided for directors .
- Section 16(a) compliance: 2024 proxy flagged multiple late filings in 2023 including seven Form 4s for Willingham; 2025 proxy notes improved timeliness (no Willingham exceptions), but prior lapses are a governance caution .
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Compensation Committee Process
- Independent consultant (Blanchard Consulting Group) engaged to advise on executive and director compensation; committee chartered and independent, with recommendations approved by independent Company directors .
Monitoring priorities: Ensure full transparency and arm’s-length handling of any real estate services with Willingham-affiliated entities; seek adoption of anti-hedging/pledging policies; track ongoing Section 16 compliance; and review director equity mix for sustained alignment with shareholder interests .