Alan J. Sweet
About Alan J. Sweet
Alan J. Sweet (age 56) joined the NKSH Board in June 2024 following the merger of Frontier Community Bank into The National Bank of Blacksburg, bringing 30+ years of community banking experience, including service as director and CEO of Frontier Community Bank from 2010 until June 2024 . He is Secretary/Treasurer of DC Power Solutions, Inc. (telecom battery backup services) and holds a BA in economics and business administration from Bridgewater College; he is a graduate of the Virginia Bankers Association’s School of Bank Management and the ABA Stonier Graduate School of Banking . His credentials span asset quality monitoring, enterprise risk management, interest rate risk sensitivity, and deep knowledge of NKSH’s northern market area and business community .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frontier Community Bank | Director; Chief Executive Officer | 2010 – June 2024 | Led community bank operations; experience in asset quality, ERM, IRR management |
| The National Bank of Blacksburg (NKSH subsidiary) | Director (joined via merger) | June 2024 – present | Ongoing board service post-merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DC Power Solutions, Inc. | Secretary/Treasurer | Not disclosed (current role noted) | Private company in telecom battery backup installation/maintenance |
| Other public company boards | None disclosed | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Classification and tenure: Appointed June 2024; nominated as Class 2 director at the 2025 AGM to serve a three-year term expiring at the 2028 AGM .
- Independence: Board determined all directors except CEO F. Brad Denardo and President/Corporate Secretary Lara E. Ramsey are independent under Nasdaq standards; this determination specifically considered Mr. Sweet’s 2024 consulting fees tied to the Frontier acquisition .
- Committees (2024 activity counts):
- Audit Committee (Chair: Lawrence J. Ball; 4 meetings) – members independent; Mr. Sweet is a member; committee oversees financial reporting, auditors, and internal control .
- Risk Committee (Chair: Mary G. Miller; 2 meetings) – Mr. Sweet is a member; committee oversees ERM framework, risk appetite/tolerance .
- Board attendance: The board met monthly (12 regular, 2 special) in 2024; all incumbent directors attended at least 75% of board and committee meetings on which they served; 11 of 12 directors attended the 2024 AGM (no individual attendance percentages disclosed) .
- Anti-hedging/pledging: Directors and NEOs are prohibited from hedging or pledging company stock, including short sales and derivative transactions .
- Director stock ownership guidelines: Minimum equity ownership equal to 4x annual retainer (phased in over 3 years from appointment or Jan 11, 2023); compliance status by director not disclosed .
Fixed Compensation
| Component | Amount/Terms | 2024 Details |
|---|---|---|
| Annual cash retainer | $30,000 | Standard for non-employee directors |
| Board meeting fees | $2,000 per meeting attended | Regular or special board meetings |
| Committee meeting fees | $800 per meeting unless concurrent with board meeting | Applies to Audit/Risk etc. |
| Equity retainer (time-based RS) | $14,000 grant date fair value | 233 shares (June 2024), 218 shares (Dec 2024); vests at 1-year from grant |
| 2024 Director Compensation (Sweet) | Fees Earned: $32,000; Stock Awards: $14,000; Other: $45,000; Total: $91,000 | “Other” are consulting fees under Advisory Services Agreement (June–Aug 2024) |
Compensation mix signal: In 2024, nearly half of Mr. Sweet’s reported director compensation came from consulting fees related to post-merger advisory (a non-recurring item tied to integration), alongside standard cash fees and time-based RS equity; board explicitly considered this in its independence evaluation .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based equity (PSUs) | None disclosed; director equity grants are time-based restricted stock |
| Annual/long-term performance metrics (TSR, ROE, etc.) | Not applicable to director compensation; no performance conditions disclosed for director grants |
| Clawback provisions | Company employs clawbacks for executive compensation (policy context in proxy), but no director-specific performance pay disclosed; anti-hedging/pledging applies to directors |
Other Directorships & Interlocks
| Relationship | Entity | Nature | Notes |
|---|---|---|---|
| Officer role | DC Power Solutions, Inc. | Secretary/Treasurer | No related-party transactions with DC Power Solutions disclosed |
| Consulting to NKSH | Advisory Services Agreement | Transition/integration services post-Frontier acquisition; $45,000 over ~3 months starting June 2024 | Board reviewed this transaction in independence assessment |
| Public company directorships | — | None disclosed | Biography lists banking/private company roles only |
Expertise & Qualifications
- Banking experience: 30+ years; risk oversight across asset quality, ERM, interest rate risk sensitivity; regional market expertise .
- Education: Bridgewater College BA; VBA School of Bank Management; ABA Stonier Graduate School of Banking .
- Committee-relevant skills: Financial reporting oversight (Audit Committee member); ERM oversight (Risk Committee member) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Mar 12, 2025) | 8,499 shares; less than 1% of outstanding |
| Restricted stock holdings | 451 shares (subject to vesting; can be voted) |
| Director ownership guideline | 4x annual retainer market value; 3-year phase-in from appointment (June 2024) |
| Anti-hedging/pledging | Prohibited for directors (short sales, derivatives, pledging/margin) |
Shareholder Voting Signal (2025 AGM)
| Nominee (Class 2) | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| F. Brad Denardo | 3,425,681 | 106,700 | 1,305,629 |
| John E. Dooley | 3,218,294 | 314,087 | 1,305,629 |
| Norman V. Fitzwater, III | 3,455,526 | 76,855 | 1,305,629 |
| Alan J. Sweet | 2,605,516 | 926,865 | 1,305,629 |
- Observation: Mr. Sweet received materially higher withhold votes and lower “For” votes than other nominees, a potential investor signal likely linked to recent consulting payments and new-director status post-merger .
Insider Trades & Section 16 Compliance
| Item | Detail |
|---|---|
| Late filing | One Form 4 for a dividend reinvestment transaction was filed late for Mr. Sweet (company disclosure) |
Potential Conflicts & Related-Party Exposure
- Consulting fees: $45,000 paid to Mr. Sweet under an Advisory Services Agreement (June 1, 2024), for transition/integration/advisory services post-acquisition; board reviewed this alongside other related-person transactions in determining independence .
- Lending: Board notes routine director/officer loans occur in ordinary course on market terms and do not pose unusual risk; no unfavorable features disclosed .
- DC Power Solutions: No related-party transactions with this entity were disclosed in 2023/2024 .
Governance Assessment
- Strengths: Deep community banking and ERM experience aligned with Audit and Risk Committee responsibilities; independent under Nasdaq standards; meets board attendance expectations; subject to strict anti-hedging/pledging and stock ownership guidelines .
- Watch items / RED FLAGS:
- Non-standard compensation: $45,000 consulting fees as a newly appointed independent director (post-merger advisory) can be viewed as a related-party sensitivity; explicitly considered in independence determination .
- Shareholder voting: Elevated withhold votes vs. peers at 2025 AGM may reflect investor caution around independence/transactions post-merger .
- Section 16 compliance: A late Form 4 filing (dividend reinvestment) is a minor compliance lapse to monitor .
- Overall: Sweet’s risk and banking expertise strengthen board oversight (Audit/Risk), but the consulting fees and voting pattern warrant ongoing monitoring for independence optics and investor confidence .