Kirtesh Patel
About Kirtesh Patel
Kirtesh Patel (age 51) is an independent director of First National Corporation (FXNC), serving since 2021. He is President and CEO of OMMA Management, LLC, with prior leadership roles in healthcare and pharmacy operations (CEO of ApexCare Pharmacy Solutions; Director of Operations at OmiCare, a publicly traded long-term care pharmacy company acquired by CVS). He holds a degree from Northeastern University and an MBA from Averett University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OMMA Management, LLC | President & Chief Executive Officer | Not disclosed | Property, vendor, contract, operations, inventory, franchise, healthcare, long-term care nursing home and pharmacy management |
| ApexCare Pharmacy Solutions | Chief Executive Officer | Not disclosed | Healthcare operations leadership |
| OmiCare (public long-term care pharmacy; acquired by CVS Pharmacy) | Director of Operations | Not disclosed | Public company operating experience in pharmacy; acquisition integration context |
| The Bank of Fincastle | Director | Since 2019 | Community banking oversight; pre-FXNC merger experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Richfield Recovery | Chairman of the Board of Directors | Not disclosed | Behavioral health/recovery governance leadership |
| Virginia Blue Ridge Economic Development | Board Member | Not disclosed | Regional economic development oversight |
| Roanoke County Economic Development | Board Member | Not disclosed | Local economic development governance |
| United Way of Roanoke Valley | Board Member | Not disclosed | Non-profit community engagement |
Board Governance
- Committee assignments: Member, Compensation & Governance Committee (not Chair). Not listed on the Audit Committee .
- Independence: Board determined Patel is independent under Nasdaq standards .
- Attendance: Board met 11 times in 2024; each incumbent director attended >75% of aggregate Board and committee meetings; Annual Meeting attendance was “all but one director” (high attendance) .
- Committee activity: Compensation & Governance Committee met 4 times in 2024; it oversees executive pay, director fees, employment agreements, nominations, independence, and Board education/governance .
- Executive sessions: Board meets regularly in executive session without management to discuss risk and other topics .
- Risk oversight: Board and committees oversee enterprise risks (credit, interest rate, capital, liquidity, operational, regulatory) via policies and reports .
Fixed Compensation
| Component (Director, FY2024) | Amount | Detail/Policy |
|---|---|---|
| Fees Earned or Paid in Cash | $28,898 | Monthly retainer paid; no meeting fees |
| Equity Grant (Unrestricted Shares) – Fair Value | $25,200 | Grant-date fair value; closing price $16.80 per share on 8/14/2024 |
| Total | $54,098 | Sum of cash and equity value |
| Policy: Non-Employee Director Monthly Retainer | $2,362.50 | Additional retainers: Chair $875/month; Vice Chair $105/month; no meeting fees |
Note: 2024 director grants were in the form of unrestricted shares under the SIP; there were no unvested director stock awards outstanding at year-end 2024 .
Performance Compensation
| Performance Metric Tied to Director Pay | Target | Actual/Payout | Notes |
|---|---|---|---|
| None disclosed | — | — | Director compensation disclosed as cash retainer plus unrestricted stock grants; no performance metrics specified for director compensation |
Other Directorships & Interlocks
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company directorships | Not disclosed | — | FXNC proxy does not list any public company boards for Patel beyond FXNC |
| Banking | The Bank of Fincastle | Director | Service since 2019; pre-merger community bank experience |
| Healthcare/Recovery | Richfield Recovery | Chairman | External leadership role |
| Economic Development | Virginia Blue Ridge; Roanoke County | Board Member | Regional and county economic development boards |
| Non-profit | United Way of Roanoke Valley | Board Member | Community engagement |
Expertise & Qualifications
- Strategic and operational management across healthcare, pharmacy, long-term care, and multi-asset operations; prior public company environment experience via OmiCare (acquired by CVS) .
- Governance and community leadership through multiple board roles in recovery services, economic development, and non-profit organizations .
- Education: Northeastern University (undergraduate) and MBA from Averett University .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 31,111 | As of March 19, 2025; includes any indirect holdings per SEC Rule 13d-3 |
| Percent of outstanding | ~0.35% | 31,111 ÷ 8,986,696 shares outstanding (record date) ≈ 0.35%; table marks “<1%” |
| Vested vs unvested | No unvested director awards | No unvested director stock awards outstanding at 12/31/2024 |
| Pledged shares | Not disclosed | No pledging disclosed in proxy stock ownership tables |
| Hedging policy | No anti-hedging policy | Company states it currently has no anti-hedging policy |
Insider Trades
| Period | Form 4 Transactions Disclosed | Late Filings Noted | Source |
|---|---|---|---|
| FY2024 | Not disclosed in proxy | None for Patel; one late Form 4 each for Mr. Smith and Mr. Wilkins | Section 16(a) compliance statement |
Governance Assessment
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Strengths
- Independent director with multi-sector operating background and prior public-company environment experience; adds diversity of expertise to Compensation & Governance Committee .
- Demonstrated engagement: Board met 11 times in 2024 with >75% attendance by all incumbents; Compensation & Governance Committee met 4 times .
- Skin-in-the-game: 31,111 shares beneficially owned (≈0.35% of outstanding), plus annual equity grants alongside cash retainer .
-
Watch items
- Company lacks an anti-hedging policy; absence may allow hedging that reduces alignment with shareholders (common governance concern) .
- Related-party exposure via aggregate loans to directors/executives and related interests totaled $3.6 million (2% of equity) at 12/31/2024; loans were on normal terms, but ongoing monitoring is prudent .
- Director equity awards are unrestricted stock (not performance-linked), which provides ownership but not KPI-based incentives; no director performance metrics disclosed .
-
Overall implication
- Patel’s independence, committee role, and ownership align with governance expectations, while the company’s absence of an anti-hedging policy and related-party lending warrant continued investor scrutiny for potential conflicts and alignment risks .