Charles E. Green, III
About Charles E. Green, III
Charles E. Green, III (age 74) has served on National Bankshares, Inc.’s Board since 2011 and on the Bank’s Board since 2006; he is Vice Chairman and Lead Independent Director, with over 35 years of community bank board experience dating back to Bank of Tazewell County (1986–2006). He retired in 2022 after a 48-year career as a financial advisor at Equitable Advisors, and previously served as Vice Chair of Carilion Tazewell Community Hospital; he was formerly mayor of Tazewell, VA, and resides in Bristol, VA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Bankshares, Inc. | Director; Vice Chairman & Lead Independent Director | Director since 2011; Lead Independent Director since May 2019 | Independent leadership for executive sessions; governance oversight |
| The National Bank of Blacksburg | Director | Since 2006 | Community bank oversight in Company’s market area |
| Bank of Tazewell County | Director | 1986–2006 | 20-year community bank director experience |
| Equitable Advisors, LLC | Financial Advisor | 48-year career; retired 2022 | Insurance/investment expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carilion Tazewell Community Hospital | Vice Chairman (prior) | Not disclosed | Healthcare governance experience |
| Town of Tazewell, VA | Mayor (prior) | Not disclosed | Public-sector leadership |
Board Governance
- Independence: Board determined all directors other than F. Brad Denardo and Lara E. Ramsey are independent; Green is independent under Nasdaq rules .
- Leadership: Serves as Vice Chairman/Lead Independent Director since May 2019; chairs meetings without management present when needed .
- Committees (2024): Executive Committee member; Audit Committee member; Chair of Compensation Committee. Committee meeting counts: Executive (2), Audit (4), Compensation (2) in 2024 .
- Attendance: Board meets monthly; 12 regular + 2 special meetings in 2024. All incumbent directors attended ≥75% of Board/committee meetings; 11 of 12 directors attended the 2024 Annual Meeting .
- Stock ownership policy: Directors must hold Company stock valued at least 4× annual retainer, phased in over 3 years from January 11, 2023 (or appointment date) .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging Company stock; short sales and derivative transactions are banned .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual retainer (cash/equity mix) | $30,000, of which $14,000 in time-based restricted stock vesting one year from grant | $30,000 |
| Board meeting fees | $2,000 per regular or special Board meeting | Policy disclosed |
| Committee meeting fees | $800 per committee meeting (unless concurrent with Board meeting) | Policy disclosed |
| 2024 director compensation (Green) | Fees earned/paid in cash | $44,800 |
| 2024 director compensation (Green) | Stock awards (grant-date fair value) | $14,000 |
| 2024 director compensation (Green) | Total | $58,800 |
| 2024 equity grants | 233 restricted shares (June 2024); 218 restricted shares (Dec 2024) | 233; 218 |
Notes: Restricted stock for directors vests on the one-year anniversary of the grant date .
Performance Compensation
| Metric Type | Applies to Director Compensation? | Notes |
|---|---|---|
| Corporate financial metrics (e.g., ROAA, Budgeted Net Income) | No | Director equity is time-based; performance metrics apply to executive incentive plans, not directors . |
| Director-specific performance metrics | Not disclosed | No director performance targets disclosed; equity awards vest by time . |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Public company directorships (last 5 years) | None; proxy states no director (other than specified management) served as a director of a SEC-registered company in the past five years . |
| Notable external boards | Prior Vice Chair, Carilion Tazewell Community Hospital; various community roles (mayor of Tazewell) . |
| Interlocks/transactions | Board reviewed related-party items; none disclosed for Green (payments to Reynolds Architects; consulting fees to Sweet noted separately) . |
Expertise & Qualifications
- Community banking director experience (35+ years) and market-area knowledge (western market) .
- Financial advisory background (insurance and investments) from 48-year Equitable Advisors career .
- Prior healthcare board leadership (Carilion Tazewell Community Hospital) and public service (mayor) .
- Provides independent leadership and oversight as Lead Independent Director .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (as of Mar 12, 2025) | 48,144 |
| Restricted shares (time-based) | 451 (233 granted June 2024; 218 granted Dec 2024) |
| Ownership as % of shares outstanding | ~0.76% (48,144 ÷ 6,363,371 shares outstanding) |
| Hedging/pledging | Prohibited by Company policy for directors |
| Director ownership guideline | Minimum market value ≥4× annual retainer; 3-year phase-in |
Governance Assessment
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Positives:
- Strong independence and governance role as Lead Independent Director; provides independent leadership in executive sessions .
- Active committee leadership (Compensation Committee Chair) and service on Audit and Executive Committees; all committee members are independent where required .
- Meeting attendance threshold met at Board level; monthly cadence supports oversight .
- Material personal shareholding (48,144 shares) and director ownership guidelines, with anti-hedging/pledging policies enhancing alignment .
- No related-party transactions disclosed for Green; loans to directors follow market terms, normal risk .
- Say-on-pay support was 94% in 2024, indicating broad shareholder confidence in compensation governance .
-
Potential risk indicators / watch items:
- Board tenure/age policy: Directors reaching age 75 are ineligible for re-nomination at the end of the term during which they turn 75; Green is 74, suggesting imminent succession planning considerations for the Lead Independent Director role .
- General sector conditions: Elevated interest rate environment pressure noted in 2024; ongoing risk oversight importance for Compensation and Audit Committees (context for board effectiveness) .
- Broader board related-party items (not Green): architectural and consulting payments to other directors were reviewed and deemed independent; continued vigilance on such transactions is appropriate .
Insider/Compliance
- Section 16(a): The proxy notes compliance, with exceptions only for Ms. Smith (amended Form 3) and Mr. Sweet (late Form 4); no delinquencies reported for Green .