George Edwin Holt, III
About George Edwin Holt, III
George Edwin Holt, III (age 72) has served on the First National Corporation (FXNC) Board since 2021 and is currently an independent director under Nasdaq listing standards . He founded RailCar Interchange, Inc., a freight car leasing company, serving as owner and president from 2004 until his retirement in 2021, and previously chaired The Bank of Fincastle’s board, serving as a director since 2016 . Holt presently serves on local boards including the Botetourt County Historical Society (President), Godwin Cemetery, and the Botetourt Preservation Partnership, bringing business and banking experience to FXNC’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RailCar Interchange, Inc. | Owner and President | 2004–2021 | Freight car leasing; founder/operator |
| The Bank of Fincastle | Chairman of the Board; Director | Chairman (date not disclosed); Director since 2016 | Bank governance leadership; dates other than 2016 start not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Botetourt County Historical Society | President | Not disclosed | Community leadership |
| Godwin Cemetery | Board member | Not disclosed | Community role |
| Botetourt Preservation Partnership | Board member | Not disclosed | Community role |
Board Governance
- Independence: The Board determined Holt is independent under Nasdaq standards .
- Committees: Member, Audit Committee (chairs: Emily Marlow Beck; designated financial expert: Gerald F. Smith, Jr.) .
- Attendance: Each incumbent director attended >75% of aggregate Board/committee meetings in 2024; the Board held 11 meetings .
- Audit Committee activity: Met five times in 2024; oversees financial reporting, internal controls, auditor independence; Holt is listed among members .
- Executive sessions: The Board meets regularly in executive session without management .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Monthly director retainer (non‑employee) | $2,362.50 | No additional meeting fees; Chair receives +$875/month; Vice Chair +$105/month |
| Fees earned (Holt) | $28,898 | Cash retainer for 2024 |
| Stock award (Holt) | $25,200 | Unrestricted shares; grant date Aug 14, 2024; grant-date price $16.80/share |
| Total director compensation (Holt) | $54,098 | Sum of cash and stock award |
| Director equity vesting | No unvested awards outstanding (as of 12/31/2024) | Director grants are unrestricted shares; no vesting schedules |
Non-employee directors do not receive meeting fees; equity grants are delivered as unrestricted common stock when deemed appropriate by the Company .
Performance Compensation
| Plan/Metric | 2024 Detail | Applicability |
|---|---|---|
| Director performance-conditioned pay | None disclosed | FXNC does not disclose performance-linked compensation for directors; director equity grants are unrestricted shares |
| Executive Incentive Plan metrics | EPS, efficiency ratio, new deposit sales, net deposit balances change used to determine payouts; 2024 blended performance (adjusted for merger expenses) equaled 110% of target; payouts: CEO $252,552; COO $109,397 (paid March 2025) | Executive program contextualizes governance oversight and pay-for-performance culture |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Holt .
- Private/non-profit boards: Botetourt County Historical Society (President), Godwin Cemetery, Botetourt Preservation Partnership .
- Interlocks or relationships with competitors/suppliers/customers: None disclosed beyond standard bank customer relationships (see Related Parties) .
Expertise & Qualifications
- Background: Founder/operator in freight car leasing; retired executive; prior bank board chair .
- Governance: Independent director; Audit Committee member; not designated as the audit committee financial expert (designation is to Gerald F. Smith, Jr.) .
- Skills cited by FXNC: Knowledge of markets, banking, and extensive experience in successful businesses .
Equity Ownership
| Holder | Beneficial Shares | Indirect Shares Included | % of Class | Notes |
|---|---|---|---|---|
| George Edwin Holt, III | 48,248 | 6,596 | <1% | As of March 19, 2025; percent of class shown as “*” indicating <1%; shares outstanding at record date: 8,986,696 |
| Unvested director equity | None | — | — | No unvested director stock awards outstanding at 12/31/2024 |
| Pledging/Hedging | Not disclosed; Company has no anti‑hedging policy | — | — | Company states it currently has no anti‑hedging policy for directors/employees |
Governance Assessment
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Strengths
- Independent director serving on Audit Committee, supporting oversight of financial reporting and controls .
- Attendance above 75% threshold with an active Board cadence (11 meetings), indicating baseline engagement .
- Cash/equity director pay mix with modest annual grant; no meeting fees (reduces per-meeting pay gaming); equity as unrestricted shares avoids complex vesting .
- Beneficial ownership of 48,248 shares (including 6,596 indirect) aligns at least partially with shareholders; <1% of outstanding .
-
Watch items / potential red flags
- Anti‑hedging policy gap: Company currently has no policy restricting hedging transactions, which can weaken alignment if directors/insiders hedge exposures .
- Related party exposure (sector-typical for community banks): Aggregate loans to directors/executive officers and related interests totaled $3.6 million (2% of equity) at 12/31/2024; while disclosed as ordinary-course and market terms, ongoing monitoring is prudent .
- Not the designated audit committee financial expert; reliance on another member for “financial expert” designation may affect committee depth if multiple members lack advanced accounting credentials .
- No explicit director stock ownership guidelines disclosed; inability to assess compliance window or minimum holding standards .
-
Overall view
- Holt appears independent, engaged, and contributes business/banking experience through Audit Committee service. Compensation structure is simple and transparent, with equity grants providing alignment. The lack of an anti‑hedging policy and routine director lending (albeit market-standard in banking) merit monitoring for potential misalignment or conflicts. No public-company interlocks reduce external conflict risk but also limit cross-board capital-market insights .