Boyce Brannock

About Boyce Brannock

Boyce Brannock (age 64) is an independent director of First National Corporation (FXNC), serving since 2017. He is a partner at Timberlake Smith, a law firm in Staunton, VA, focusing on business law, real estate, estate planning, and commercial transactions; he also serves as an adjunct professor at the Washington & Lee School of Law. His background emphasizes legal and governance expertise and community leadership .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Brannock is independent under Nasdaq standards .
• Attendance: The Board met 11 times in 2024; every incumbent director attended >75% of Board and committee meetings (Brannock included) .
• Annual Meeting attendance: All but one director attended the 2024 Annual Meeting; 100% attendance in 2023 (individual identities not specified) .
• Committee assignments: Brannock is not listed on the Audit Committee or the Compensation & Governance Committee in 2024–2025 (no chair roles) .
• Executive sessions and risk oversight: Board meets regularly in executive session; risk oversight primarily through Audit and Compensation & Governance Committees of independent directors .

Fixed Compensation

• Director cash retainer: $2,362.50 per month; no meeting fees; Chair gets +$875/month; Vice Chair +$105/month (Brannock is not Chair/Vice Chair) .
• 2024 stock grant mechanics: Unrestricted common shares granted under the SIP; grant-date fair value $16.80 per share (Aug 14, 2024). Brannock’s $25,200 award equates to 1,500 shares (25,200 ÷ 16.80), consistent with program disclosures .

Performance Compensation

• Directors receive unrestricted stock grants; no disclosed performance-vested equity or director-specific performance metrics tied to pay. No options, PSUs, or performance formulas were disclosed for directors .

Other Directorships & Interlocks

• Public company boards: None disclosed for Brannock .
• Non-profit/academic roles listed above; no disclosed interlocks with FXNC competitors, suppliers, or customers that would impair independence .

Expertise & Qualifications

• Business law, real estate, estate planning, commercial transactions .
• Academic involvement (adjunct professor, W&L Law) .
• Extensive non-profit governance and community leadership background .

Equity Ownership

• Director equity awards: Company states there were no unvested stock awards outstanding for directors at Dec 31, 2024 (awards are unrestricted) .
• Anti-hedging/pledging: Company discloses it “currently does not have any policies” with respect to hedging transactions that offset decreases in FXNC stock value (no anti-hedging policy; pledging policy not disclosed) .

Governance Assessment

• Board effectiveness: Brannock’s legal expertise strengthens oversight; however, he holds no committee assignments, limiting direct influence over audit, compensation, and nomination processes .
• Independence & alignment: Confirmed independent; equity ownership increased from 5,541 to 7,208 shares year-over-year, modest “skin in the game” albeit under 1% of class .
• Director compensation: Cash retainer plus annual unrestricted stock grants; compensation rose modestly in 2024 versus 2023, consistent with overall Board program changes .
• Related party exposure: The bank extends loans to certain directors/officers, originated on market terms; balances totaled $3.6 million as of Dec 31, 2024 (2% of equity). No specific related-party transactions are attributed to Brannock; Board maintains formal review/approval policy .
• Shareholder signals: Prior say-on-pay support ~98% at 2022 Annual Meeting suggests shareholder acceptance of overall pay philosophy; 2025 proxy includes new triennial say-on-pay frequency advisory vote .
• RED FLAGS:
  • Absence of an anti-hedging policy (industry governance standard increasingly expects anti-hedging/anti-pledging policies) .
  • No committee membership for Brannock reduces direct accountability levers (audit/comp/nomination), potentially limiting individual influence on key oversight areas .
  • Director loans exist at the bank level (market terms and reviewed by Board), which warrants ongoing monitoring for independence perception, even if compliant .

Appendix: Committee Landscape (Context)

Brannock is not listed on either committee in 2024–2025 .