James R. Wilkins, III
About James R. Wilkins, III
Independent director of First National Corporation (FXNC). Age 56; director since 2001. Background in real estate investment, development, and management; President of Silver Lake Properties, Inc. and General Partner of Wilkins Investments, L.P. and Wilkins Enterprises, L.P. . Current external boards include Shenandoah University (trustee) and Winchester Equipment Company (director) . Beneficial owner of 446,990 FXNC shares (4.97% of outstanding), including 137,820 indirect shares; no rights to acquire within 60 days were reported .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Local banking company (not named) | Director (former) | Not disclosed | Prior bank board experience |
| Frederick County, Virginia | Finance Committee member (past) | Not disclosed | Local government finance oversight exposure |
| Winchester Medical Center Foundation | Board of Trustees (previously) | Not disclosed | Community healthcare governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Shenandoah University | Board of Trustees | Current | Higher-education governance |
| Winchester Equipment Company | Board of Directors | Current | Private company; industrial equipment |
Board Governance
- Independence: The Board determined Wilkins is independent under Nasdaq listing standards .
- Committee assignments: Not listed as a member of the Audit Committee or the Compensation and Governance Committee; no chair roles disclosed .
- Attendance: In 2024, each incumbent director attended >75% of aggregate Board and committee meetings; Board met 11 times. The company reports all but one director attended the 2024 Annual Meeting (individual attendance not specified) .
- Board leadership: Chair is Elizabeth H. Cottrell; Vice Chairman is Gerald F. Smith, Jr.; roles separate from CEO .
- Executive sessions: The Board meets regularly in executive session; risk oversight conducted at Board and committee levels .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Cash retainer (annual) | $28,898 | Paid monthly; non-employee directors receive $2,362.50 per month; no meeting fees |
| Chair/Vice Chair fee | N/A | Chair: +$875/month; Vice Chair: +$105/month; not applicable to Wilkins |
Performance Compensation
| Component | 2024 Amount | Instrument | Grant Basis |
|---|---|---|---|
| Stock awards | $25,200 | Unrestricted common stock | Directors received unrestricted shares; fair value for Aug 14, 2024 grants based on $16.80 closing price; additional Nov 20, 2024 grants at $22.94 for certain directors (Wilkins’ award value reflects standard August grant) |
- No performance-conditioned director compensation, options, or vesting schedules disclosed; directors had no unvested stock awards outstanding as of 12/31/2024 .
Other Directorships & Interlocks
| Company/Institution | Public vs Private | Role | Potential Interlock Risk |
|---|---|---|---|
| Shenandoah University | Non-profit | Trustee | Low; community ties |
| Winchester Equipment Company | Private | Director | Low–moderate; supplier/customer relationships not disclosed |
| Local banking company (former) | Not disclosed | Director | Historical bank governance experience; no current interlocks disclosed |
Expertise & Qualifications
- Real estate investment, development, and management expertise; knowledge of local markets and property-related risks relevant for a community bank’s collateral and CRE exposures .
- Prior bank directorship and local finance committee experience support credit, governance, and risk oversight competency .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 446,990 |
| Percent of class | 4.97% |
| Indirect shares included | 137,820 |
| Rights to acquire within 60 days | None reported for directors/officers in the table |
| Director unvested awards outstanding (12/31/2024) | None; directors held no unvested stock awards |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance | One late Form 4 filing reported for Mr. Wilkins (and Mr. Smith) in fiscal 2024; otherwise in compliance per company representation |
Governance Assessment
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Strengths:
- Independence affirmed; significant “skin-in-the-game” with 4.97% ownership—unusually high for a director—aligning interests with shareholders .
- Relevant real estate and prior bank governance experience supports oversight of credit/CRE risk—a material risk area for regional banks .
- Attendance threshold met at the board level (>75%); Board maintains executive sessions and structured risk oversight .
-
Weaknesses / Areas to watch:
- No committee assignments (Audit or Compensation & Governance) reduce direct committee-level influence on key oversight domains .
- Late Form 4 is a compliance blemish; monitor for recurrence (process/control robustness around reporting) .
- Company-level anti-hedging policy is absent, which is shareholder-unfriendly and may permit hedging that undermines alignment if practiced; pledging policies not disclosed. RED FLAG: Absence of an anti-hedging policy .
- Related-party banking relationships exist at the group level ($3.6 million loans to directors/officers/related interests); while on market terms, any transactions involving Wilkins should be monitored for credit and conflict exposure. Risk mitigants: formal related-party review policy .
-
Conflict monitoring:
- Real estate holdings and local business ties can create potential related-party interactions; the Board’s formal conflict review process is a mitigant. No specific related-party transactions identified for Wilkins in the proxy .
-
Compensation alignment:
- Director pay is modest and primarily fixed cash plus unrestricted equity; no performance metrics or options, limiting pay-for-performance signaling at the board level .
- Ownership guidelines for directors not disclosed; compliance status unknown (no guideline language provided elsewhere in proxy).
Overall implication: Wilkins’ substantial ownership and local market/real estate expertise are positives for alignment and risk oversight. Absence of committee roles and the company’s missing anti-hedging policy are governance drawbacks. Continued monitoring of Section 16 timeliness and any related-party exposures is prudent for investor confidence .