Jason C. Aikens
About Jason C. Aikens
Independent director of First National Corporation (FXNC). Age 44; director since 2018 (7 years of board service as of the 2025 proxy). Vice President and Partner at Aikens Group with 20+ years in hospitality and real estate (hotels, multifamily, commercial), and has served on local non-profit boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aikens Group (Winchester, VA) | Vice President & Partner | 20+ years | Owns/manages hotels, multifamily, and commercial properties; business leadership and community roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Local non-profit organizations | Director | Not disclosed | Service noted; specific names and dates not disclosed |
Board Governance
- Independence: Board determined Aikens is independent under Nasdaq rules .
- Committee assignments: Member, Compensation and Governance Committee (Chair: Gerald F. Smith, Jr.) .
- Audit Committee: Not a member (Audit Chair: Emily Marlow Beck; members listed do not include Aikens) .
- Attendance: Board held 11 meetings in 2024; each incumbent director attended greater than 75% of board and committee meetings where they were members .
- Executive sessions and risk oversight: Board meets regularly in executive session; committees are exclusively independent; Compensation & Governance met 4 times in 2024; Audit met 5 times .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $28,898 | Monthly non-employee director retainer $2,362.50; no meeting fees |
| Chair/Vice Chair additional retainers | N/A for Aikens | Chair $875/month; Vice Chair $105/month (Aikens holds neither role) |
| Total cash | $28,898 | Matches director compensation table |
Performance Compensation
| Equity Element (2024) | Grant Date | Type | Fair Value per Share | Grant Value | Notes |
|---|---|---|---|---|---|
| Annual director stock award | Aug 14, 2024 | Unrestricted common shares | $16.80/share | $25,200 | Company granted 14,625 unrestricted shares to directors in 2024; directors receive unrestricted shares (not performance-based) . Implied shares for Aikens ≈1,500 based on grant value/fair value |
No performance metrics or vesting conditions are tied to director equity awards (unrestricted stock) .
Compensation Mix (2024)
| Pay Type | Amount | Mix |
|---|---|---|
| Cash | $28,898 | 53% (cash/total) |
| Equity | $25,200 | 47% (equity/total) |
| Total | $54,098 | 100% |
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list other public company boards for Aikens |
Expertise & Qualifications
- Real estate and hospitality operator with 20+ years’ experience; owns and manages diversified portfolio (hotels, multifamily, commercial) .
- Community leadership and non-profit board involvement .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Indirect Holdings (shares) | % of Class |
|---|---|---|---|
| Jason C. Aikens | 24,234 | 15,468 | <1% (denoted “*”) |
- Shares outstanding at record date (Mar 21, 2025): 8,986,696 .
- Section 16(a) compliance: No late Form 4 reported for Aikens; one late Form 4 each for Mr. Smith and Mr. Wilkins in 2024 .
- Pledging/hedging: Company states it currently does not have any anti-hedging policies (absence noted) .
Governance Assessment
- Board effectiveness and independence: Aikens is an independent director with relevant private-sector operating experience; presence on the Compensation and Governance Committee supports oversight of pay, succession, and governance processes .
- Engagement: Directors met frequently (11 board meetings, 2024) and incumbents exceeded 75% attendance; committees met regularly (Comp & Gov: 4; Audit: 5), indicating active oversight .
- Alignment: Director compensation includes meaningful equity via unrestricted shares; cash retainer is modest and standardized; Aikens’ 2024 mix ~53% cash / ~47% equity .
- Conflicts and related-party exposure: Bank extends loans to directors/officers and related interests in ordinary course at market terms; aggregate balances $3.6 million (≈2% of equity) with no problem loan characteristics; Board maintains formal related-party review policy. Independence not impaired by charitable contributions relationships per Board assessment .
- RED FLAGS:
- Absence of anti-hedging policy could permit hedging that undermines alignment; investors typically expect prohibitions for directors and officers .
- Related-party lending exists (standard in community banking), but continued monitoring and transparency are essential to mitigate perceived conflicts; current disclosures indicate customary terms and governance review .
Overall signal: Aikens appears engaged and independent, with relevant industry expertise and equity-linked compensation. The lack of an anti-hedging policy is a governance gap; otherwise, policies (related-party review, committee independence, attendance) support investor confidence .