Dennis A. Dysart
About Dennis A. Dysart
Dennis A. Dysart (age 53) is Senior Executive Vice President and Chief Operating Officer of First National Corporation (FXNC) since August 2014, and President & Chief Operating Officer of First Bank since June 2015, having served in multiple leadership roles at the Company since 1993, including Interim CEO in 2011 and Chief Credit Officer from 2012–2014 . FXNC’s two-year TSR increased over the 2023–2024 period (initial $100 investment: $131.26 in 2023 vs. $110.24 in 2024), while net income decreased from $9.6 million in 2023 to $7.0 million in 2024 due to merger-related costs from a significant 2024 acquisition . Revenues increased in FY 2024 versus FY 2023, supporting top-line momentum during the integration period (see table; values retrieved from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First National Corporation (Company) | Senior Executive Vice President & Chief Operating Officer | Aug 2014–Present | Enterprise operations leadership; supports growth and M&A integration across the holding company |
| First Bank (Bank) | President & Chief Operating Officer | Jun 2015–Present | Directs bank operations and execution; oversight during recent acquisition and network expansion |
| First National Corporation & First Bank | Interim Chief Executive Officer | Jan–Apr 2011 | Stabilized leadership during transition; continuity of operations |
| First National Corporation & First Bank | Executive Vice President & Chief Operating Officer | May 2011–Jan 2012 | Operational management of core banking functions |
| First National Corporation & First Bank | Executive Vice President & Chief Credit Officer | Feb 2012–Jul 2014 | Credit risk oversight and portfolio management |
| First Bank | Senior Executive Vice President & Chief Operating Officer | Aug 2014–May 2015 | Bank-level operations leadership |
| First National Corporation & First Bank | Various roles | 1993–2010 | Progressive leadership across lending and operations |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $266,014 | $289,871 | $294,081 |
| All Other Compensation ($) | $35,819 | $38,255 | $13,380 |
Notes:
- “All Other Compensation” includes 401(k) matching, life insurance premiums, personal use of Company vehicles, and club dues .
Performance Compensation
Executive Incentive Plan (Cash)
| Metric | Weighting | Target | Actual (2024) | Payout to Dysart (Cash) | Vesting |
|---|---|---|---|---|---|
| Earnings per share | Not disclosed | Board-approved EPS target | Incorporated in 110% blended performance (adj. for merger costs) | $109,397 | Cash paid Mar 2025; no vesting |
| Efficiency ratio | Not disclosed | Board-approved target | Incorporated in 110% blended performance | Included above | N/A |
| New deposit sales | Not disclosed | Board-approved target | Incorporated in 110% blended performance | Included above | N/A |
| Net deposit balance change | Not disclosed | Board-approved target | Incorporated in 110% blended performance | Included above | N/A |
- 2024 EIP performance was assessed at 110% of target after adjusting for non-recurring merger expenses .
Equity Awards (RSUs)
| Grant Date | Units Granted | Vesting Schedule | Unvested Units at 12/31/2024 | Market Value at 12/31/2024 ($) |
|---|---|---|---|---|
| Feb 12, 2024 | 2,494 | 1/3 vested Feb 15, 2024; remaining in equal annual tranches Feb 15, 2025 & 2026 | 1,662 | $38,243 |
| Nov 20, 2024 | 13,296 | Vests in three equal annual installments starting Dec 31, 2025 | 13,296 | $305,941 |
| Feb 8, 2023 | — | Two-year schedule; 50% on each anniversary subject to continued employment | 1,642 | $35,713 |
| Feb 9, 2022 | — | Two-year schedule; 50% on each anniversary subject to continued employment | 612 | $13,311 |
- Closing price used for market values at 12/31/2024 was $23.01 per share .
- No stock option awards are disclosed; equity mix is RSUs under the 2023 Stock Incentive Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 38,740 shares |
| Shares outstanding (Record Date 3/21/2025) | 8,986,696 shares |
| Ownership as % of shares outstanding | ~0.43% (calculated from 38,740 / 8,986,696) |
| Vested vs. unvested equity | Unvested RSUs outstanding total 17,212 units with $393,208 aggregate market value at 12/31/2024 |
| Pledging of shares | Not disclosed; no pledging noted in proxy |
| Hedging policy | Company currently has no anti-hedging policy |
| Ownership guidelines (exec) | Not disclosed in proxy |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | Amended & restated for Dysart on Jun 1, 2007; amended Dec 1, 2008; term is at all times two years (rolls daily) |
| Severance (good reason/without cause) | $637,414 (as of 12/31/2024), paid six months post-termination in lump sum |
| Change-of-control (within 12 months) | $1,162,148 (as of 12/31/2024), paid six months post-termination; change-in-control definition aligned with IRC considerations and plan terms |
| Non-compete / Non-solicit | 12 months post-termination (employment agreement); SERP includes 24-month restrictions post-separation |
| Clawback policy | Adopted 2023; mandatory reimbursement of excess incentive comp upon material restatement; three-year lookback |
| SERP benefits | $70,103 per year payable in 180 monthly installments at/after retirement age 65; present value payable if separation within two years of a change in control |
Compensation Structure Analysis
- 2024 pay mix shifted materially toward equity and variable compensation: stock awards rose to $364,653 from $64,407 YoY, with reinstated cash bonus of $109,397 (2023: none), while salary was flat (+1.5% YoY) .
- EIP metrics emphasize earnings quality and growth (EPS, efficiency) and deposit expansion—aligned with bank value drivers; 2024 payouts were adjusted for non-recurring merger expenses, yielding 110% of target performance .
- No options or performance share units are disclosed; RSU-centric design lowers risk versus options and strengthens retention via multi-year vesting .
Performance & Track Record
- Company completed a significant acquisition in 2024; net income decreased in 2024 owing to merger-related costs, while two-year TSR increased over the period and compensation actually paid rose concurrent with integration and growth objectives .
- EIP achievement at 110% (adjusted for merger costs) indicates operational execution against board-set financial goals (EPS, efficiency, deposits) .
Risk Indicators & Red Flags
- No anti-hedging policy—a governance gap that could permit hedging by insiders (though no hedging is disclosed) .
- Section 16 compliance was strong in 2024 (late Form 4s noted for other directors; no late filings cited for Dysart) .
- Change-of-control protection at approximately 299% of annual cash compensation is typical for community banks but can create sale incentives in consolidation scenarios .
Equity Compensation Plan Capacity
| Plan | Outstanding RSUs/rights | Remaining Available |
|---|---|---|
| 2014 Stock Incentive Plan | 26,521 | — |
| 2023 Stock Incentive Plan | 58,991 | 248,380 |
| Total | 85,512 | 248,380 |
Multi-Year Compensation (Dennis A. Dysart)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $266,014 | $289,871 | $294,081 |
| Stock Awards ($) | $64,196 | $64,407 | $364,653 |
| Non-Equity Incentive Plan ($) | $100,196 | $0 | $109,397 |
| All Other Compensation ($) | $35,819 | $38,255 | $13,380 |
| Total ($) | $466,225 | $392,533 | $781,511 |
Revenues (Company-level context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $12,621,000* | $11,784,000* | $13,412,000* |
Values retrieved from S&P Global.*
Investment Implications
- Alignment: Dysart’s ownership (~0.43%) plus substantial unvested RSUs and a SERP create meaningful retention incentives and moderate skin-in-the-game; absence of anti-hedging policy is a governance weakness investors should monitor .
- Incentive quality: Cash bonuses tied to EPS, efficiency, and deposits are directly linked to bank value creation; RSU vesting over 2–3 years enhances retention through M&A cycles .
- Change-of-control economics: ~299% cash compensation severance and SERP acceleration upon CoC could influence executive behavior in consolidation; terms are standard but material for payout scenarios .
- Execution risk: 2024 net income declined due to merger costs, yet EIP awards were adjusted and paid at 110% of target; investors should track 2025–2026 post-merger operating metrics to confirm that pay-for-performance remains tight as integration synergies are realized .