William S. Wilkinson
About William S. Wilkinson
Independent director of First National Corporation (FXNC), age 63. Appointed to the FXNC Board in October 2024; the proxy’s nominee matrix lists “Director Since 2004” for Mr. Wilkinson, while the biography explicitly states his FXNC appointment in October 2024 through prior service at Touchstone Board since 2010 . Background includes presidency/ownership across diversified businesses (agriculture and tobacco operations, real estate apartments) and service on local Virginia boards; Board determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Touchstone Board of Directors and predecessor companies | Director | Since 2010 (not otherwise specified) | Banking governance experience; basis for FXNC board appointment |
| Circle W Farms, Inc. | President | Not disclosed | Business acumen relevant to board service |
| Wilkinson Enterprises International, Inc. (tobacco receiving station) | President | Not disclosed | Operations/industry knowledge |
| Gold Leaf Tobacco Warehouse (tobacco warehouse facility) | President | Not disclosed | Operations/logistics experience |
| HGM & S LLC; HGM & S 2 LLC (apartment complexes) | Owner/Manager (implied) | Not disclosed | Real estate exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mecklenburg County Farm Bureau (VA) | Board member | Not disclosed | Community/industry representation |
| Mecklenburg County Industrial Development Authority (VA) | Board member | Not disclosed | Economic development oversight |
Board Governance
- Independence: Listed among independent directors under Nasdaq standards .
- Board meeting attendance: Board held 11 meetings in 2024; each incumbent director attended >75% of Board and applicable committee meetings .
- Committee assignments: Audit Committee members (Beck-Chair, Funk, Lee-Andrews, Holt, Smith, Jr.); Mr. Wilkinson is not listed . Compensation & Governance Committee members (Smith, Jr.-Chair, Aikens, Beck, Funk, Patel, Wagstaff, Jr.); Mr. Wilkinson is not listed .
- Committee independence and activity: Audit Committee met 5x in 2024; Compensation & Governance Committee met 4x in 2024; both comprised solely of independent directors, with charters available on company website .
Fixed Compensation
- Structure: Non-employee directors receive a monthly retainer of $2,362.50; no meeting fees. Chair of the Board receives an additional $875/month; Vice Chairman receives an additional $105/month .
- 2024 Director Compensation (Wilkinson): | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $7,499 | | Stock Awards (grant-date fair value) | $8,603 | | Total | $16,102 |
Performance Compensation
- Equity grants: Unrestricted Common Stock grants under SIP; Board granted 14,625 unrestricted shares in 2024; no unvested stock awards outstanding for directors at 12/31/2024 .
- Grant details: General director grants valued at $16.80/share on August 14, 2024; specific grants to Lee-Andrews, Wagstaff, Jr., and Wilkinson valued at $22.94/share on November 20, 2024 .
- Options/performance metrics: No options reported; no performance-based metrics or PSU structures disclosed for directors .
Based on the $8,603 fair value and $22.94/share, Wilkinson’s November 20, 2024 grant equates to approximately 375 shares (disclosed prices, derived count) .
Other Directorships & Interlocks
| Company/Entity | Status | Notes |
|---|---|---|
| Touchstone Board of Directors | Prior/Concurrent (historical service since 2010) | FXNC completed a significant acquisition in 2024, with merger impacts discussed broadly; Wilkinson’s Touchstone service provides interlock context, though the proxy does not specify current status post-acquisition . |
Expertise & Qualifications
- Business acumen from diversified operations (agricultural/tobacco logistics, real estate) and knowledge of banking cited as qualifications for Board service .
- Board determined independence and considered community-related sponsorships/charitable contributions as non-impairing to independence under Nasdaq standards .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| William S. Wilkinson | 21,123 | <1% | Includes 812 shares indirectly via family/affiliates; no rights to acquire within 60 days; address: First National Corporation, 112 W King St, Strasburg, VA 22657 . |
Governance Assessment
- Positive signals:
- Independence confirmed; no late Section 16 filings noted for Wilkinson (proxy references late Form 4s for Mr. Smith and Mr. Wilkins, not Wilkinson) .
- Ownership alignment via direct beneficial ownership (21,123 shares, including 812 indirect), plus 2024 equity grant; director equity awards were unrestricted, indicating straightforward alignment and no complex vesting constraints .
- Attendance threshold met at the Board level (>75%) and active committee oversight by independent directors; robust committee charters and meeting cadence disclosed .
- Watch items / potential conflicts:
- Banking relationships: Directors and officers are bank customers; aggregate loans to directors/executives/related interests totaled $3.6 million (≈2% of equity) at 12/31/2024; all originated on market terms, with no problem loans; formal policy governs review/approval of related party transactions and conflicts .
- Anti-hedging policy: Company disclosed in 2024 proxy that it does not have policies restricting hedging/derivatives that offset declines in market value of common stock, which can be viewed as a shareholder-alignment risk if hedging occurs; no hedging disclosures for Wilkinson specifically .
- Committee engagement: As of the 2025 proxy, Wilkinson is not listed on Audit or Compensation & Governance Committees; early-tenure integration following October 2024 appointment may explain limited committee assignments pending future rotations .
Overall, Wilkinson brings diversified operating experience and prior banking board service, is independent, and holds a meaningful personal stake, supporting alignment. Monitoring for future committee assignments, any related-party banking exposures specific to him, and evolution of director equity grant practices and hedging policies is warranted for ongoing governance efficacy .