Elizabeth H. Cottrell
About Elizabeth H. Cottrell
Elizabeth H. Cottrell, age 74, is Chair of the Board of First National Corporation and First Bank; she has served on FXNC’s board since 1992. She owns Riverwood Writer, LLC (writing, editing, desktop publishing) and is a published author, with community leadership experience across local foundations and education boards . The board has determined she is independent under Nasdaq standards; incumbent directors attended greater than 75% of board and committee meetings in 2024, and the board meets regularly in executive session without management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shenandoah Memorial Hospital Foundation Board | Member | Not disclosed | Community healthcare governance |
| Shenandoah County School Board | Member | Not disclosed | Education oversight |
| Moore Educational Trust | Founding Board Member; Treasurer | Not disclosed | Financial stewardship |
| Shenandoah Community Foundation | Board Member; Chair | Not disclosed | Philanthropy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Riverwood Writer, LLC | Owner | Not disclosed | Writing, editing, desktop publishing |
| Author | Published author | Not disclosed | Marketing/social media expertise |
Board Governance
- Chair of the Board (Company and Bank); not listed as a member of Audit or Compensation & Governance Committees, which are composed entirely of independent directors .
- Independence: Board determined Cottrell is independent under Nasdaq standards .
- Attendance: Board held 11 meetings in 2024; each incumbent director attended >75% of board and applicable committee meetings. 2024 annual meeting had all but one director in attendance; 2023 had full director attendance .
- Executive sessions: Board meets regularly in executive session without management present .
- Shareholder support signal: 2025 director election vote for Cottrell—For: 4,972,199; Withheld: 65,118; Broker non-votes: 1,356,343 .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Monthly director cash retainer | $2,362.50 | $2,362.50 |
| Chair of Board additional monthly retainer | $875 | $875 |
| Meeting fees | None | None |
| Fees earned or paid in cash (annual) | $37,616 | $39,601 |
Performance Compensation
| Year | Grant Date | Award Type | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2023 | Aug 9, 2023 | Unrestricted common stock | $22,425 (at $17.25/share) | Unrestricted (no unvested director awards at year-end) | Not applicable—director equity grants are unrestricted; no performance conditions disclosed |
| 2024 | Aug 14, 2024 | Unrestricted common stock | $25,200 (at $16.80/share) | Unrestricted; no unvested director awards outstanding as of Dec 31, 2024 | Not applicable—director equity grants are unrestricted; no performance conditions disclosed |
The company states directors receive specified numbers of unrestricted shares when stock awards are granted; there were no unvested stock awards outstanding for directors at year-end 2024 .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Cottrell .
- Private/non-profit boards: See Past Roles above .
- Interlocks/conflicts: Board independence review notes company contributions to nonprofits where directors serve did not impair independence under Nasdaq standards .
Expertise & Qualifications
- Networking, marketing, social media, and extensive institutional knowledge (40 years) supporting board leadership .
- Community leadership across healthcare, education, and philanthropy .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mar 19, 2024 | 15,742 | <1% (implicit; no percentage listed) | No rights to acquire shares within 60 days for directors |
| Mar 19, 2025 | 17,242 | <1% (“*” indicates <1%) | No rights to acquire shares within 60 days for directors |
Director stock awards for board service are unrestricted; no director unvested awards were outstanding at Dec 31, 2024 .
Governance Assessment
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Strengths
- Long-tenured, independent Chair separate from CEO role—supports oversight, risk management, and strategic accountability .
- Strong shareholder support in 2025 director vote (4.97M for; ~65k withheld), signaling investor confidence .
- Committees composed solely of independent directors; audit committee has a designated financial expert .
- Attendance at board/committee meetings exceeds 75% for incumbents; routine executive sessions without management enhance board independence .
-
Alignment and incentives
- Balanced director pay mix of fixed cash retainers and annual equity grants; Chair premium reflects added responsibilities .
- Meaningful personal share ownership (<1% of class but rising year over year), with no short-term equity vesting complexity for directors .
-
Potential conflicts and red flags
- Company discloses loans to directors/executives and related interests (ordinary course; 2% of equity at 12/31/2024), reviewed under a formal related-party policy—monitor for concentration or preferential terms (none disclosed) .
- Anti-hedging: Company currently has no policy restricting hedging/derivative transactions in company stock—this is a governance misalignment risk for directors and officers at many institutions .
- Section 16 compliance generally strong; noted one late Form 4 for other directors (not Cottrell) in 2024 .
-
Shareholder feedback signals
- Say-on-pay 2025 passed with wide margin (For: 4,820,738; Against: 183,279; Abstain: 33,300; Broker non-votes: 1,356,343); shareholders selected three-year frequency for future votes, consistent with board recommendation .
- Historical say-on-pay support: Approximately 98% approval at 2022 annual meeting, reinforcing stable investor support for compensation structure .
Overall: Cottrell’s independent chair role, consistent attendance, and clean related-party posture (with formal oversight) are positives. Absence of a hedging policy is a notable governance gap to address for stronger alignment with investors .