Toni T. Lee-Andrews
About Toni T. Lee-Andrews
Toni T. Lee-Andrews (age 56) joined the FXNC Board in 2024 following FXNC’s acquisition of Touchstone Bankshares; she previously served on Touchstone’s board since 2022 . She is President of Andrews CPA Associates, P.C. (Colonial Heights, VA), has “over 22 years of experience in accounting,” and has been a Certified Public Accountant since 1996 . She also serves as Director of the Professional Ethics Division of the American Institute of Certified Public Accountants (AICPA), providing ethics oversight credentials relevant to audit and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andrews CPA Associates, P.C. | President | Not disclosed (CPA since 1996) | 22+ years accounting experience; firm provides tax planning/prep, bookkeeping, payroll |
| Touchstone Bankshares, Inc. | Director | 2022–2024 | Banking board experience; added to FXNC Board via Touchstone acquisition in Oct 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Director, Professional Ethics Division | Not disclosed | Ethics and standards leadership; relevant to audit oversight |
Board Governance
- Independence: The Board determined Toni T. Lee-Andrews is independent under Nasdaq listing standards .
- Committees: Member of the Audit Committee (chair: Emily Marlow Beck). Not listed on the Compensation and Governance Committee .
- Audit Committee quality: Board states all Audit Committee members satisfy independence and financial literacy; Gerald F. Smith, Jr. designated audit committee financial expert .
- Attendance: In 2024, the Board held 11 meetings; each incumbent director attended >75% of Board/committee meetings (aggregate) . The Audit Committee met 5 times in 2024 .
- Shareholder support: Elected at the May 14, 2025 Annual Meeting with 5,000,463 votes for, 36,854 withheld, and 1,356,343 broker non-votes—among the higher “for” votes across nominees .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Non-employee director cash retainer | $2,362.50 | Per month | No meeting fees |
| Chair of the Board additional retainer | $875 | Per month | Applies to Chair only |
| Vice Chair additional retainer | $105 | Per month | Applies to Vice Chair only |
| 2024 cash fees paid to Toni T. Lee-Andrews | $7,499 | 2024 total | Reflects partial-year service after October 2024 addition |
Performance Compensation
| Grant Date | Type | Grant-Date Fair Value | Price per Share | Implied Shares (calc.) | Vesting / Status |
|---|---|---|---|---|---|
| Nov 20, 2024 | Unrestricted common shares | $8,603 | $22.94 | ~375 (calculated from $8,603 ÷ $22.94; inputs cited) | Unrestricted shares; no unvested director awards outstanding as of Dec 31, 2024 |
- Policy: FXNC grants unrestricted shares to directors when deemed appropriate; in 2024, FXNC granted 14,625 unrestricted shares to Board members; no unvested director awards outstanding at year-end .
- Mix observation: For 2024, Toni’s pay mix was approximately cash $7,499 vs. equity $8,603 (about 47%/53%, calculated from cited amounts) .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock / Notes |
|---|---|---|---|
| Touchstone Bankshares, Inc. | Director | 2022–2024 | Joined FXNC Board via Oct 2024 acquisition of Touchstone . Other former Touchstone directors now on FXNC’s Board include Norman D. Wagstaff, Jr. and William S. Wilkinson . |
Expertise & Qualifications
- CPA since 1996; 22+ years of accounting experience as President of a CPA firm serving diverse clients in the Tri-Cities region .
- Director of AICPA Professional Ethics Division—ethics oversight and standards competence relevant for audit and risk governance .
- Prior banking board service at Touchstone Bankshares—sector-specific governance experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Mar 19, 2025) | 4,103 shares |
| Percent of class | <1% (proxy marks “*” as less than 1%) |
| Rights to acquire within 60 days | None disclosed; proxy notes no such rights for any director |
Related-Party Exposure & Policies
- Loans to directors/executives and related interests totaled $3.6 million as of Dec 31, 2024 (≈2% of equity), made on market terms; Board reviews related party transactions under a formal policy .
- Board independence determinations considered charitable sponsorships/payments to nonprofits with overlapping director roles and concluded these did not impair independence under Nasdaq standards .
Risk Indicators & RED FLAGS
- Anti-hedging policy: FXNC states it “currently does not have any policies” regarding hedging or derivatives that offset decreases in FXNC stock value—this is a shareholder-alignment concern if directors are permitted to hedge .
- Section 16 compliance: Company reported full compliance in 2024 except one late Form 4 for Mr. Smith and Mr. Wilkins; no exceptions noted for Lee-Andrews .
- Ownership alignment: 4,103 shares (<1%) reflects limited stake but consistent with her late-2024 appointment .
- Governance signaling: 2025 Say-on-Pay passed with strong support (4,820,738 for; 183,279 against; 33,300 abstain; 1,356,343 broker non-votes), indicating general investor confidence in compensation governance, albeit focused on executives .
Governance Assessment
- Strengths:
- Independent director with deep accounting background and ethics oversight experience at AICPA; sits on Audit Committee with all members independent and financially literate, supporting board effectiveness in financial reporting and audit oversight .
- Strong 2025 shareholder support in director election (5,000,463 votes for), suggesting positive investor perception post-acquisition .
- Director equity granted as unrestricted shares and no unvested awards outstanding at year-end reduces overhang and simplifies alignment; standard cash retainer structure without meeting fees minimizes pay complexity .
- Watch items / red flags:
- Absence of an anti-hedging policy could allow misalignment behaviors; best practice typically restricts hedging/pledging for directors .
- Aggregate insider/related interest loans ($3.6M) require ongoing monitoring to ensure continued market terms and robust conflict-of-interest review; no Toni-specific transactions disclosed .
- Ownership level (<1%) is modest; monitoring future equity grants or open-market purchases can improve “skin-in-the-game” alignment as tenure extends .