Brad E. Schwartz
About Brad E. Schwartz
Brad E. Schwartz is Executive Vice President and Chief Financial Officer (CFO) of First National Corporation (FXNC) and First Bank, effective March 31, 2025; he is 62 and brings over 40 years of Virginia community banking experience, including senior leadership and M&A integration roles at TowneBank and Monarch Bank, plus CFO roles at other Virginia banks . He holds a B.S. in Business Administration/Accounting (Longwood), an MBA (University of Richmond), and is a graduate of the Stonier Graduate School of Banking; he also teaches Advanced Financial Management at VBA’s UVA School of Bank Management . Company performance context: 2024 net income was $6.97 million and the two‑year TSR value was $110.24 on a $100 base, with management noting merger-related costs impacted 2024 results; in Q3 2025 FXNC reported GAAP net income of $5.55 million under Schwartz’s tenure as CFO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TowneBank | President; Chief Operating Officer | President 2021–2022; COO 2016–2022 | Led operations and integration following Monarch Bank merger into TowneBank in 2016; senior leadership at a high-performance community bank |
| Monarch Bank | Chief Executive Officer; CFO/COO | CEO 2009–2016; CFO/COO 2004–2009 | Drove growth and eventual sale/merger into TowneBank; extensive bank operational and financial leadership |
| Other Virginia community banks | Chief Financial Officer | Not disclosed | Prior CFO roles deepen multi-institution finance experience (two other banks) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Community Bankers Bank | Board member | Current | Governance experience at correspondent bank |
| Virginia Bankers Association | Board member | Prior | Industry leadership roles |
| VBA University of Virginia School of Bank Management | Professor (Advanced Financial Management) | Current | Technical financial training for bankers |
Fixed Compensation
| Component | Term | Amount/Detail |
|---|---|---|
| Base salary | Employment agreement | $300,000 annual base; cannot be decreased after any increase |
| Benefits participation | Plan eligibility | Eligible for senior executive employee benefit plans |
| Perquisites | Automobile | Company-provided automobile for business/personal use |
| Relocation | Reimbursement cap | Up to $75,000 for moving, temporary housing, and related expenses (year 1), subject to documentation/policy |
| Paid time off | PTO | 20 days per calendar year (prorated in 2025) |
Performance Compensation
- Executive Incentive Plan (EIP): Eligible with a target incentive “no less than 30%” of base salary; awards under the Company’s EIP are tied to Board-approved performance objectives and paid after the performance period .
- Company precedent for EIP metrics (2024 awards to other NEOs) included targeted EPS, efficiency ratio, new deposit sales, and net deposit balances change; blended performance equaled 110% of target (context for program design) .
Equity Ownership & Alignment
| Item | Date | Detail |
|---|---|---|
| Form 3 (Initial ownership) | 04/02/2025 | Filed reporting appointment/initial beneficial ownership status as of 03/31/2025 |
| Open-market purchase (Form 4) | 08/07/2025 | Acquired 1,000 shares at $21.02 per share, indicating personal capital alignment |
| Subsequent Form 4s | 05/06/2025; 05/09/2025; 06/02/2025; 06/06/2025; 08/14/2025 | Multiple Form 4 filings reported changes/transactions (see EDGAR indices); specifics vary by filing |
- Anti-hedging: Company discloses it does not currently have anti-hedging policies for its stock, a potential misalignment risk if derivatives are used; pledging not disclosed .
- Equity plan capacity: 2023 Stock Incentive Plan authorized up to 325,000 shares; 248,380 shares remained available as of 12/31/2024 (RSUs outstanding are part of program breadth) .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement term | 03/31/2025 to 03/31/2027; auto-extends one year on each March 31 starting 2026 unless non-renewed |
| Without cause / Good reason | Salary and benefits for remainder of term; lump-sum benefits supplement $25,000; prorated cash bonus based on prior-year bonus and days served in termination year |
| Non-renewal then termination | Salary continuation for 12 months following termination at end of a non-extended term |
| Change of control | If terminated without cause or for good reason within 1 year after, or terminated without cause in contemplation of a change of control: lump-sum ≈ 299% of “annualized includable compensation for the base period,” reduced to avoid 280G excise tax exposure; coordination with other payments under Section 10(d) |
| Non-compete / Non-solicit | 12 months post-employment; within 10-mile radius of any office; restrictions on soliciting customers/employees; continued enforceability regardless of termination reason (with specific carve-outs) |
| Confidentiality | Mandatory confidentiality and return of materials upon termination; injunctive relief available for breaches |
| Governing law | Virginia; regulatory constraints may limit payments in supervisory scenarios |
Investment Implications
- Alignment signals: Open-market purchase of 1,000 shares in August 2025 is a positive indicator of personal alignment/confidence; combined with long-tenured banking leadership and M&A integration experience, this supports execution credibility in a post-acquisition environment .
- Retention and severance economics: Moderate base ($300k) with performance pay (≥30% target bonus) and robust change-of-control protection (≈299% of annual cash comp) reduce retention risk but can create pay-to-leave optics in sale scenarios; non-compete protections suggest continuity of financial leadership .
- Pay-for-performance framework: EIP design links payouts to operating metrics (EPS, efficiency, deposit growth), and a 2023-adopted clawback policy strengthens governance. This supports compensation-performance alignment amid merger integration effects noted in 2024 results .
- Trading watchpoints: Absence of an anti-hedging policy may permit hedging behavior, which investors often view as misalignment; monitor insider filings for any pledged/hedged positions and upcoming vesting schedules that could create selling pressure (RSUs are the predominant equity vehicle at FXNC) .
- Operating context: Under Schwartz’s CFO tenure, Q3 2025 net income was $5.55 million and adjusted ROAA improved vs 2024 context; continue to track quarterly earnings releases he signs for execution consistency post-acquisition .