F. Brad Denardo
About F. Brad Denardo
F. Brad Denardo (age 72) is Chairman and Chief Executive Officer of National Bankshares, Inc. (NKSH) and its bank subsidiary; he has served on the Company’s Board since 2017 and became Company Chairman in May 2019, with the role consolidated as Chairman and CEO as of January 1, 2025 . He joined the Bank in 1983, advanced to EVP of Loans (1989), COO (2002), and was named Bank President & CEO in 2014; at the Company he served as EVP (2008–2017), President & CEO (2017), then Chairman, President & CEO (2019), and Chairman & CEO (2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Bankshares, Inc. (Company) | Executive Vice President | 2008–Aug 31, 2017 | Senior leadership of holding company |
| National Bankshares, Inc. (Company) | President & Chief Executive Officer | Sep 1, 2017–Dec 31, 2024 | Led Company; later elected Chairman (May 2019) |
| National Bankshares, Inc. (Company) | Chairman, President & Chief Executive Officer | May 15, 2019–Dec 31, 2024 | Combined chair and principal executive roles |
| National Bankshares, Inc. (Company) | Chairman & Chief Executive Officer | Jan 1, 2025–present | Current role; President role transitioned to Lara Ramsey |
| The National Bank of Blacksburg (Bank) | Vice President | 1983–1989 | Lending leadership track |
| The National Bank of Blacksburg (Bank) | Executive Vice President of Loans | 1989–2002 | Credit leadership |
| The National Bank of Blacksburg (Bank) | Executive Vice President & Chief Operating Officer | 2002–2014 | Operations leadership; Bank board member |
| The National Bank of Blacksburg (Bank) | President & Chief Executive Officer | May 2014–present | Current Bank leadership |
| National Bankshares Financial Services, Inc. (NBFS) | Treasurer | 2001–2017 | Subsidiary finance role |
| NBFS | Chairman, President & Chief Executive Officer; Director | 2017–present | Current NBFS leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Montgomery-Blacksburg-Christiansburg Development Corporation | Director | Current | Regional economic development |
| Community Foundation of the New River Valley | Director | Current | Community philanthropy |
| Blacksburg Partnership | Director | Current | Regional business development |
| Bankers Insurance, LLC | Director | Current | Insurance JV; industry engagement |
| LewisGale Hospital Montgomery | Director | Current | Healthcare governance |
Board Governance
- Classification and tenure: Class 2 director nominated to serve until the 2028 Annual Meeting; current bylaws set 13 directors .
- Committee assignments: Chairs the Executive Committee (met 2 times in 2024), with Ball, Dooley, and Green also serving; independent-only committees (Audit, Compensation, Nominating, Risk) do not include him .
- Independence: Not independent under Nasdaq standards; Board determined only Denardo and Ramsey are non-independent .
- Leadership structure: Combined Chairman/CEO role; Board maintains a Vice Chairman/Lead Independent Director (Charles E. Green) to lead executive sessions of independent directors .
- Attendance: Board met monthly (12 regular) plus 2 special meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; 11 of 12 then-serving directors attended the 2024 Annual Meeting .
- Director stock ownership guidelines: Directors must hold stock equal to at least 4x annual retainer within three years of adoption/appointment (adopted Jan 11, 2023) .
- Trading controls: Anti-hedging and anti-pledging policy applies to directors and NEOs (no short sales, no options or monetization hedges, no pledging/margin) .
Fixed Compensation
Executive Compensation Summary (PEO)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 541,667 | 564,333 | 594,667 |
| Non-Equity Incentive | 156,000 | — | 158,619 |
| Change in Pension Value | — | 335,464 | 239,569 |
| All Other Compensation | 70,528 | 42,332 | 45,426 |
| Total | 767,925 | 942,129 | 1,038,281 |
- Base salary setting: Compensation Committee set 2024 CEO salary at $600,000 on March 1, 2024, informed by peer surveys and Company performance (ROAA, ROE, stock performance, dividends) .
Perquisites (2024)
| Category | Amount ($) |
|---|---|
| Personal use of Company automobile | 8,620 |
| Club dues & Virginia Tech football tickets | 10,520 |
Employment Agreement and Severance
| Scenario | Post-Termination Compensation ($) | Welfare & Executive Benefits ($) | Total Value ($) |
|---|---|---|---|
| Before Change in Control: Termination without Cause or Resignation for Good Reason | 594,667 | 39,485 | 634,152 |
| After Change in Control: Termination without Cause or Resignation for Good Reason | 1,371,118 | 78,972 | 1,450,090 |
- Agreement terms: Auto-renewing agreement (amended/restated 2015) with 24 months salary/benefits for termination without Cause or resignation for Good Reason; on Change in Control, term extends 3 years; termination within two years of CoC yields lump-sum equal to 2.99x average annual compensation over prior 5 years, cut back to avoid excise tax (no gross-up); non-compete for 24 months post-employment unless termination without Cause or for Good Reason after CoC .
- Clawback: Incentives subject to Company clawback policy in case of accounting restatement (no-fault recoupment) .
Performance Compensation
Incentive Plan Structure (Executives)
| Element | Design |
|---|---|
| Target annual incentive (CEO) | 30% of base salary |
| Corporate performance metrics | 50% Budgeted Net Income; 50% ROAA; average must reach ≥80% of combined goals |
| Funding levels | 80% Threshold; 100% Target; 120% Superior |
| Award mix (from 2024) | 50% RSUs (3-year ratable vesting) + 50% cash; RSU vesting contingent on Company achieving ≥1.25x median ROAA of selected VA bank peers; CEO’s 2024 award paid all cash due to likely retirement before vesting period |
CEO Actual Awards
| Year | Cash Incentive ($) |
|---|---|
| 2024 | 158,619 |
The Compensation Committee administers the plan; awards are not paid if regulatory enforcement or credit quality concerns make payouts imprudent .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock Considerations |
|---|---|---|
| National Bankshares, Inc.; Bank; NBFS | Chairman & CEO; Director | Insider, not independent; separate independent committees provide oversight |
| Bankers Insurance, LLC | Director | Insurance market exposure; no related-party transactions disclosed involving Denardo |
| LewisGale Hospital Montgomery; Community Foundation of the NRV; Blacksburg Partnership; M-B-C Development Corp. | Director | Community ties; no disclosed Company transactions with these entities involving Denardo |
Expertise & Qualifications
- Long-tenured community banking executive with extensive lending, operations, and CEO experience across the Bank and holding company, contributing deep domain expertise and market knowledge .
- Board leadership experience; Board selected him as Chairman given his banking knowledge and prior Board service; noted leadership positions in state and national banking trade organizations .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Beneficially owned | 40,527 | Includes ESOP and joint holdings |
| ESOP shares | 22,310 | Held via Company ESOP |
| Jointly with spouse | 1,031 | Joint ownership |
| Percent of class | <1% | As indicated by star notation |
| Anti-hedging/pledging | Prohibited | No hedging, options, monetization, or pledging/margin |
| Director ownership guideline | ≥4x retainer (market value) within 3 years | Applies to directors; adopted Jan 11, 2023 |
Insider Trades & Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | Directors/officers complied; no late filings noted for Denardo |
| Insider Trading Policy | Adopted; applies to directors/officers; prohibits hedging/pledging |
Governance Assessment
- Independence and roles: Denardo is not independent and holds combined Chairman/CEO roles; Board mitigates with a Lead Independent Director and independent Audit/Compensation/Nominating/Risk committees comprised entirely of independent directors .
- Attendance and engagement: Board met 14 times (12 regular + 2 special) in 2024; all directors met the ≥75% attendance threshold; high engagement supports board effectiveness .
- Compensation structure: CEO’s target incentive 30% of salary with corporate metrics tied to Budgeted Net Income and ROAA; 2024 payout was $158,619 in cash given succession/retirement considerations; presence of clawback, no excise tax gross-up (cutback), and double-trigger CoC terms are shareholder-friendly, though CoC cash protection up to 2.99x is generous .
- Alignment and controls: Director stock ownership guidelines (≥4x retainer) and strict anti-hedging/pledging policy enhance alignment; Section 16 compliance for Denardo supports governance discipline .
- Related-party transactions: Board disclosed limited related-party transactions (architectural services to Reynolds Architects; consulting fees to Sweet) and affirmed independence for all directors except Denardo and Ramsey; none involved Denardo, reducing conflict exposure for him personally .
- Shareholder feedback: 2024 say-on-pay received 94% support, indicating strong investor approval of pay practices and overall governance framework .
RED FLAGS: Combined Chair/CEO role (mitigated by Lead Independent Director) ; robust CoC severance potential (up to 2.99x average pay) . Positive mitigants include independent committees, clawback policy, anti-hedging/pledging, and attendance .