Norman D. Wagstaff, Jr.
About Norman D. Wagstaff, Jr.
Independent director of First National Corporation (FXNC). Age 63; appointed to FXNC’s Board in October 2024 following service on Touchstone Bankshares, Inc. and its predecessor boards since 2007. Owner of Trottinridge Commercial Properties LLC, bringing commercial real estate and business management expertise to FXNC’s board. Director since 2024 and independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Touchstone Bankshares, Inc. (and predecessors) | Director | 2007–2024 | Long-standing bank board experience; part of cohort joining FXNC post-acquisition. |
| Trottinridge Commercial Properties LLC | Owner | Ongoing | Real estate management, investment, and rental properties; commercial real estate expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trottinridge Commercial Properties LLC | Owner | Ongoing | Private real estate company; relevant operating and investment experience in commercial real estate. |
Board Governance
- Independence: The Board determined Wagstaff is independent under Nasdaq listing standards.
- Committees: Member, Compensation and Governance Committee (Chair: Gerald F. Smith, Jr.). Not on Audit Committee.
- Attendance: The Board held 11 meetings in 2024; each incumbent director attended >75% of aggregate Board and committee meetings.
- Executive sessions: The Board meets regularly in executive session without management.
- Director election support (2025 AGM): For 4,988,907; Withheld 48,410; Broker non-votes 1,356,343. Strong shareholder support.
- Say-on-Pay (2025 AGM): For 4,820,738; Against 183,279; Abstain 33,300; Broker non-votes 1,356,343.
- Say-on-Pay frequency: Shareholders approved a three-year cycle (1 Year: 1,801,645; 2 Years: 58,673; 3 Years: 3,153,386; Abstain: 23,613).
- Anti-hedging policy: The Company currently does not have policies prohibiting hedging transactions—this is a governance risk point relative to best practice.
Fixed Compensation
| Component | Amount | Period/Terms | Notes |
|---|---|---|---|
| Cash retainer | $7,499 | FY 2024 | Partial-year due to October 2024 appointment; FXNC pays non-employee directors $2,362.50 per month; no meeting fees. |
| Chair/Vice Chair adders | $875/month (Chair); $105/month (Vice Chair) | FY 2024 | Not applicable to Wagstaff (not in these roles). |
| Meeting fees | $0 | FY 2024 | FXNC does not pay per-meeting fees. |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Unrestricted common stock (Director grant) | 11/20/2024 | 375 shares | $8,603 | Unrestricted | FXNC granted unrestricted shares to directors; Wagstaff’s grant-date price $22.94/share. |
| Performance metrics | — | — | — | — | No performance metrics tied to director pay disclosed; director equity is unrestricted shares, not RSUs/PSUs. |
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Touchstone Bankshares, Inc. | Public (pre-acquisition) | Director | 2007–2024 | Joined FXNC Board post-acquisition; cohort includes former Touchstone directors (e.g., Lee-Andrews, Wilkinson). |
Expertise & Qualifications
- Commercial real estate owner/operator with business management expertise via Trottinridge Commercial Properties LLC.
- Long-tenured community bank board experience (Touchstone), aligning with FXNC’s regional banking profile.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Norman D. Wagstaff, Jr. | 97,839 | <1% | As of March 19, 2025; no rights to acquire shares within 60 days; percent shows “*” indicating less than 1%. |
Insider Trades
| Date | Form | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 11/20/2024 (filed 12/09/2024) | Form 4 | Award (A) of common stock | 375 | — | 97,839 | |
| 08/13/2025 (filed 08/14/2025) | Form 4 | Award (A) of common stock | 1,500 | $0 | 99,339 |
Governance Assessment
- Strengths: Independent director; member of Compensation and Governance Committee; strong shareholder support in 2025 director vote; Board/committee attendance exceeded 75% threshold for incumbents; regular executive sessions.
- Alignment: Holds a meaningful equity position (97,839 shares; <1%), with ongoing director share awards; no options and no short-term acquisition rights disclosed.
- Pay structure: Director compensation mix favors modest cash retainer and annual unrestricted stock grants; no meeting fees; no chair premiums applicable to Wagstaff.
- RED FLAGS:
- No anti-hedging policy—FXNC discloses it “currently does not have any policies” prohibiting hedging transactions, which is misaligned with prevailing governance best practices.
- Related-party loans exist in aggregate to directors/officers ($3.6 million; 2% of equity), though stated to be ordinary course with market terms; no specific loan to Wagstaff disclosed. Monitor for potential conflicts or preferential terms.
Overall, Wagstaff adds practical real estate and bank board experience to FXNC’s compensation/governance oversight. The principal governance watch-item is FXNC’s lack of an anti-hedging policy; otherwise, committee independence, attendance, and shareholder voting support appear solid.