David Skeens
About David Skeens
David K. Skeens (age 58) is Executive Vice President and Chief Risk Officer of National Bankshares, Inc. and The National Bank of Blacksburg (effective January 8, 2025), after serving as Senior Vice President/Senior Operations, Risk and Technology Officer (May 2022–January 7, 2025) and previously as Treasurer and Chief Financial Officer (2009–2022) . As CRO, the role attends most Board meetings and reports on enterprise risk across financial, operational, credit, interest rate, liquidity, IT/cyber, and compliance risks . Company performance over the last three years: net income fell to $7.623M in 2024 (vs. $15.691M in 2023), with ROAA at 0.44% and ROE at 5.17% in 2024; cumulative TSR for a $100 initial investment measured at $117 (2022), $97 (2023), and $88 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Bankshares, Inc. | EVP/Chief Risk Officer | Jan 8, 2025–Present | Enterprise risk oversight; CRO attends Board meetings and raises material risk concerns . |
| National Bankshares, Inc. | SVP/Senior Operations, Risk & Technology Officer | May 2022–Jan 7, 2025 | Led operations, risk management and technology functions . |
| National Bankshares, Inc. | Treasurer and CFO | Jan 2009–May 2022 | Finance leadership at holding company . |
| The National Bank of Blacksburg | EVP/Chief Risk Officer | Jan 8, 2025–Present | Bank-level CRO responsibilities . |
| The National Bank of Blacksburg | SVP/Senior Operations, Risk & Technology Officer | May 2022–Jan 7, 2025 | Oversight of bank operations, risk and technology . |
| The National Bank of Blacksburg | SVP/Operations & Risk Mgmt and CFO | Jan 2009–May 2022 | Combined finance and risk/operations leadership . |
| The National Bank of Blacksburg | VP/Operations & Risk Management | Apr 2004–Feb 2008 | Built operational risk capabilities . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $208,422 | $216,372 | $200,333 |
| All Other Compensation ($) | $19,823 | $17,896 | $15,260 |
Notes:
- Base salary for 2024 was set at $201,000 (4.15% increase from $193,000), with salary changes not always effective from the calendar-year start .
Performance Compensation
| Metric/Plan feature | Weighting | Target/Payout structure | Actual (2024) | Vesting/Conditions |
|---|---|---|---|---|
| Corporate financial goals (Budgeted Net Income, ROAA) | 80% total; 50% each metric | Incentive pool funds at 120%/100%/80% for Superior/Target/Threshold; below threshold 0% | Contributed to award funding (company paid awards for 2024) | RSU vesting contingent on ROAA vs peer median (see below) |
| Individual performance | 20% | Assessed qualitatively by Compensation Committee/CEO | Contributed to individual award | N/A |
| Target annual incentive (Skeens) | — | 25% of base salary | $22,778 cash bonus for 2024 performance | N/A |
| RSU grant tied to 2024 performance | — | 50% of award in RSUs from 2024 onward | 797 RSUs granted on Feb 14, 2025 (valued $22,778) | Vests in equal installments over 3 years; each installment requires NKSH ROAA ≥ 1.25× median of selected VA banks/BHCs ($1–$3B peer group) |
Multi-year actual incentive payouts:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $37,120 | $0 (no payout; corporate goals not met) | $22,778 |
Clawback policy: The Board must recoup erroneously awarded incentive compensation from current/former executive officers for the three fiscal years preceding any required accounting restatement; applied on a “no fault” basis per Nasdaq listing standards .
Equity Ownership & Alignment
| Date | Shares beneficially owned | ESOP shares (included) | Ownership % |
|---|---|---|---|
| Mar 13, 2024 | 11,432 | 11,370 | <1% of outstanding (company table notation) |
| Mar 12, 2025 | 11,896 | 11,834 | <1% of outstanding (company table notation) |
- Anti-hedging and pledging: NKSH prohibits directors and named executive officers from hedging (short sales, options or similar) and pledging company stock; holding in margin accounts is also prohibited .
- Director stock ownership guidelines exist (4× annual retainer over three years), but no executive stock ownership guidelines are disclosed .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | No employment agreement disclosed for Mr. Skeens; employment agreements are disclosed for CEO Denardo, President Ramsey, and EVP/CFO Jones only . |
| Severance multiple (change-in-control) | None disclosed for Mr. Skeens; the “Potential Payments” table shows no post-termination cash severance or welfare benefit continuation for Skeens beyond the nonqualified salary continuation plan . |
| Clawback applicability | Incentive-based compensation subject to NKSH clawback policy . |
Salary Continuation Plan (nonqualified SERP) benefits for Mr. Skeens:
| Scenario | Annual benefit ($) | Start timing | Duration |
|---|---|---|---|
| Normal retirement (age 65) | $68,940 | At normal retirement | Longer of life or up to 15 years |
| Early termination | $46,890 | At normal retirement | Longer of life or up to 15 years |
| Change in control | $50,437 | At termination | Longer of life or up to 15 years |
| Disability | $46,890 | At normal retirement | 15 years |
| Death while active | $68,940 (to beneficiary) | At death | 15 years |
Pension/SERP values (present value of accumulated benefits):
| Plan | Present value ($) |
|---|---|
| Company Retirement Income Plan | $661,426 |
| Officers Salary Continuation Plan (SERP) | $357,058 |
Investment Implications
- Alignment: Low hedging/pledging flexibility, performance-conditioned RSU vesting (peer-based ROAA hurdle), and clawback coverage support incentive alignment and reduce adverse trading signals pressure from hedging/pledging .
- Retention: The SERP provides meaningful retirement income certainty (normal retirement $68,940/year), and RSUs vest over three years, encouraging continuity; absence of a personal employment agreement suggests limited severance exposure, as reflected by no post-termination cash severance in the potential payments table .
- Pay-for-performance discipline: After no 2023 awards (missed corporate goals), 2024 awards resumed but below target amid margin compression and lower net income, indicating compensation sensitivity to results; shareholders showed strong say‑on‑pay support (94% in 2024 and 2025) .
- Execution risk context: Liability‑sensitive balance sheet and interest‑rate dynamics (deposit competition, NIM pressure) frame the CRO’s risk priorities; 2024 ROAA/ROE declines and TSR drag highlight the importance of risk and balance sheet management in improving incentive outcomes over the next three years .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 94% support at the 2024 annual meeting and 94% support again at the 2025 annual meeting, signaling strong investor endorsement of NKSH’s pay practices .
Notes on 2024 Plan Design and Peer Benchmarking
- The Stock Incentive Plan (approved May 9, 2023) reserves up to 120,000 shares and mandates at least 95% of awards have minimum one‑year vesting; no dividends on unvested restricted stock/RSUs .
- As of March 12, 2025, 4,545 RSUs had been granted, leaving 106,626 available for issuance .
- 2024 RSU vesting requires NKSH ROAA ≥ 1.25× the median ROAA of selected Virginia banks/BHCs in the $1–$3B asset peer group .