Glenn P. Reynolds
About Glenn P. Reynolds
Independent director since 2006; age 72. Founder and President of Reynolds Architects Incorporated, a regional architecture firm in Blacksburg, VA, with deep familiarity of construction and development projects and regional networks. Determined independent under Nasdaq standards; not employed by the company or subsidiaries in the past five years. Serves on NKSH’s Nominating Committee and Risk Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reynolds Architects Incorporated | Founder & President | Not disclosed | Regional architect; familiarity with construction/development useful to Board |
| Virginia Tech Athletic Association (Hokie Club) | President | Not disclosed | Alumni/athletics network; community engagement |
| Montgomery County Planning Commission | Chairman | Not disclosed | Local governance and planning insight |
| Virginia Tech Foundation | Board roles | Not disclosed | Academic/community connections |
| Virginia Tech Alumni Association | Board roles | Not disclosed | Alumni network |
| HopeTree Family Services (VA Baptist Children’s Home) | Board roles | Not disclosed | Non-profit/community perspective |
| Montgomery County Chamber of Commerce | Board roles | Not disclosed | Local business community ties |
| Blacksburg Country Club | Board roles | Not disclosed | Community ties |
| American Institute of Architects | Local/state boards; national committees | Not disclosed | Professional standards, design oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| American Institute of Architects | Local/regional/state board member; national committees | Non-profit/professional | Design and governance expertise |
| Virginia Tech Athletic Association (Hokie Club) | President | Non-profit | Athletics fundraising/community |
| Virginia Tech Foundation; VT Alumni Association | Board roles | Non-profit/academic | Endowment/community support |
| HopeTree Family Services | Board roles | Non-profit | Social services |
| Montgomery County Planning Commission | Chairman | Governmental | Land use planning |
| Montgomery County Chamber of Commerce | Board roles | Non-profit | Business advocacy |
| Blacksburg Country Club | Board roles | Private club | Community connections |
Public company interlocks: No NKSH director or nominee (including Reynolds) has served as a director of a public company in the past five years.
Board Governance
- Committee assignments: Nominating Committee member; Risk Committee member. Committee chairs: Nominating—Mary G. Miller; Risk—Mary G. Miller. Audit—Lawrence J. Ball; Compensation—Charles E. Green; Executive—F. Brad Denardo. Reynolds is not a committee chair.
- Independence: Board determined Reynolds is independent under Nasdaq standards; the company states 11 of 13 current directors are independent, including all members of Audit, Compensation, and Nominating.
- Attendance: Company Board met monthly in 2024 (12 regular, 2 special). All incumbent directors attended at least 75% of Board and committee meetings; 11 of 12 directors then in service attended the 2024 Annual Meeting.
- Lead Independent Director: Charles E. Green, III serves as Vice Chairman/Lead Director since May 2019.
- Stock ownership guidelines for directors: Minimum market value ≥ 4x annual retainer, phased in over 3 years from January 11, 2023 or initial appointment. Anti-hedging and anti-pledging policies apply to directors.
- Board tenure policy: Directors reaching age 75 are ineligible for re‑nomination at the expiration of the then-current term; no exemptions.
Fixed Compensation
| Component | 2024 Detail | Amount |
|---|---|---|
| Annual director retainer | $30,000; $14,000 paid in equity via time-based restricted stock | $30,000 (structure) |
| Board meeting fees | $2,000 per regular or special Board meeting attended | Policy disclosed |
| Committee meeting fees | $800 per committee meeting unless concurrent with regular Board meeting | Policy disclosed |
| 2024 cash fees earned | Fees earned/paid in cash | $44,000 |
| 2024 stock awards (grant-date fair value) | Restricted stock awards | $14,000 |
| 2024 total director compensation | Cash + stock | $58,000 |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Time-based restricted stock | June 2024 | 233 | Vest on one-year anniversary | Annual retainer equity component |
| Time-based restricted stock | December 2024 | 218 | Vest on one-year anniversary | Annual retainer equity component |
Directors’ equity is time-based; no performance-based PSU or option awards are disclosed for directors. Dividends on unvested awards are prohibited under the 2023 Stock Incentive Plan; plan prohibits hedging/pledging and share recycling; minimum one-year vesting requirement covers at least 95% of shares reserved.
Other Directorships & Interlocks
| Company | Role | Public/Private | Overlap with NKSH competitors/customers | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company directorships in past five years per proxy |
Expertise & Qualifications
- Regional construction/development expertise and business management experience; extensive local/regional network across business and academic communities.
- Prior leadership and governance roles across AIA bodies and local institutions provide process discipline and stakeholder engagement experience applicable to Nominating and Risk oversight.
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 12, 2025) | % of Class | Notes |
|---|---|---|---|
| Glenn P. Reynolds | 9,495 | <1% | Includes 3,033 shares held via affiliated entities/family/trustees; includes 451 restricted shares subject to vesting and other restrictions, which are voteable at the annual meeting. |
- Director ownership policy: Minimum equity ownership equal to 4x annual retainer (phased over 3 years). Compliance status for individual directors is not disclosed; market value threshold applied to total holdings.
- Anti-hedging/anti-pledging: Directors prohibited from hedging and pledging company stock or holding in margin accounts.
- Section 16 compliance: No delinquent filings reported for Reynolds; late Form 4 noted for another director (Mr. Sweet) and a Form 3 correction for Ms. Smith.
Related Party Transactions and Potential Conflicts
| Year | Counterparty | Description | Amount |
|---|---|---|---|
| 2023 | Reynolds Architects Incorporated | Architectural services | $78,879 |
| 2024 | Reynolds Architects Incorporated | Architectural services | $39,017 |
- Board’s independence determination explicitly considered the above payments and stated all related-party loans/services are on substantially the same terms as comparable transactions, with no more than normal risk or unfavorable features.
- Policy gap: Company has not adopted a formal related-person transaction approval policy; Board reviews case-by-case. This is a governance weakness versus best practice.
Governance Assessment
- Strengths:
- Long tenure with local market insight and construction/development expertise; engagement across Nominating and Risk committees supports board effectiveness.
- Independent status; robust director ownership guidelines and anti-hedging/pledging constraints promote alignment.
- Attendance expectations met at Board/committee level; monthly meeting cadence supports oversight continuity.
- Concerns/RED FLAGS:
- Related-party payments to Reynolds Architects in 2023–2024 represent a potential conflict; while disclosed and considered in independence determinations, absence of a formal related-party transaction policy heightens governance risk.
- Approaching age-based tenure limit (ineligible for re-nomination at 75) implies succession planning need within next term cycle; Board bylaw enforces turnover without exceptions.
- Supporting signals:
- Say-on-pay support was strong in 2024 (94% approval), indicating broad shareholder confidence in overall compensation governance, though focused on executive pay.
Overall: Reynolds contributes domain expertise and committee service but carries a disclosed related-party exposure. Continued transparency, formalization of related-party review policy, and monitoring of engagement/attendance should mitigate investor concern; succession planning should account for bylaw-driven age limits.