James C. Thompson
About James C. Thompson
Independent director since 2017 (age 68); previously served on the Bank of Tazewell County board prior to its 2006 merger into National Bank of Blacksburg. Senior Project Manager at Thompson & Litton, Inc., where he has been employed since 1981; served on Thompson & Litton’s board for 38 years, including 15 years as Chairman. Brings executive management, finance, and strategic planning expertise; external leadership includes Chair of Carilion Tazewell Community Hospital, service on the Carilion Clinic board (Roanoke, VA), and the Tazewell Community Foundation board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Tazewell County | Director | Pre-2006 (merged into NBB in 2006) | Community bank oversight; continuity through merger to NKSH bank |
| Thompson & Litton, Inc. | Board Director; Chairman | 38 years; Chairman 15 years | Executive management, finance, strategic planning experience applied to NKSH board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carilion Tazewell Community Hospital | Chairman of the Board | Not disclosed | Healthcare governance leadership |
| Carilion Clinic (Roanoke, VA) | Board of Directors | Not disclosed | Regional healthcare system governance |
| Tazewell Community Foundation | Board of Directors | Not disclosed | Community philanthropy governance |
Board Governance
- Independence: Independent under Nasdaq standards; only the CEO (Denardo) and President (Ramsey) are non-independent—others, including Thompson, are independent .
- Committee assignments (2024): Not listed as a member of Executive, Audit, Compensation, Nominating, or Risk Committees (members identified; Thompson not among them) .
- Attendance: Board met monthly (12 regular) plus 2 special meetings; all directors attended at least 75% of Board and committee meetings in 2024 .
- Leadership: Combined Chair/CEO (Denardo); Lead Independent Director/Vice Chairman is Charles E. Green, III .
- Stock ownership policy: Directors must hold shares worth ≥4x annual retainer (3-year phase-in from Jan 11, 2023 or appointment) .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging NKSH stock; no margin accounts permitted .
- Executive sessions: Lead Independent Director presides when management excluded .
Fixed Compensation
| Component | 2024 Structure/Amount | Thompson 2024 Received | Notes |
|---|---|---|---|
| Annual cash retainer | $30,000 | Included in cash fees | Standard non-employee director retainer |
| Board meeting fees | $2,000 per regular/special meeting | Included in cash fees | Paid per meeting attended |
| Committee meeting fees | $800 per meeting (unless concurrent with Board) | N/A (not on standing committees in 2024) | Applies if on committees |
| Equity retainer | Time-based restricted stock; $14,000 grant-date fair value | $14,000 | 233 shares granted June 2024; 218 shares December 2024 |
| Total cash fees (Thompson) | — | $44,800 | Fees earned or paid in cash |
| Total compensation (Thompson) | — | $58,800 | Cash $44,800 + Stock $14,000 |
Performance Compensation
- Director equity is time-based restricted stock (not performance-linked); two grants in 2024 of 233 and 218 shares respectively, with aggregate grant-date fair value of $14,000 .
- NKSH prohibits dividends on unvested awards under the 2023 Stock Incentive Plan and requires minimum one-year vesting; plan administered by the Compensation Committee (plan-wide features; director awards are time-based) .
Other Directorships & Interlocks
| Entity | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Thompson & Litton, Inc. | Engineering/Architecture/Construction | Senior Project Manager; Director; former Chairman | No related-party transactions disclosed involving Thompson; bank credits to directors are on market terms and standard risk |
| Carilion Tazewell Community Hospital | Healthcare | Board Chair | No NKSH related-party transactions disclosed |
| Carilion Clinic | Healthcare | Director | No NKSH related-party transactions disclosed |
| Tazewell Community Foundation | Non-profit | Director | No NKSH related-party transactions disclosed |
Expertise & Qualifications
- Executive management, finance, strategic planning (via decades at Thompson & Litton; board leadership) .
- Regional healthcare governance (Carilion boards) and community foundation oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| James C. Thompson | 9,128 | Includes 451 restricted shares subject to vesting; voting permitted on restricted shares |
| Directors’ ownership guidelines | ≥4× annual retainer | Three-year phase-in from 1/11/2023 or appointment; compliance status not individually disclosed |
| Hedging/Pledging | Prohibited | Applies to all directors |
Governance Assessment
- Board effectiveness: Thompson contributes deep operating and strategic experience; however, he held no standing committee roles in 2024, which may limit direct influence over audit, compensation, nomination, and enterprise risk oversight relative to committee members .
- Alignment: Time-based equity and a 4× retainer ownership requirement promote alignment; anti-hedging/pledging policy reduces misalignment risks .
- Independence & attendance: Independent status and minimum attendance threshold met at Board level in 2024; supports investor confidence .
- Conflicts/related parties: No transactions disclosed involving Thompson; board reviews related person transactions; loans to directors are on market terms and standard risk .
- Shareholder sentiment: 2024 say‑on‑pay passed with 94% approval, indicating broad support for NKSH’s compensation governance framework (context for overall governance quality) .
Red flags
- None disclosed for Thompson regarding related-party transactions, hedging/pledging, or attendance; absence of committee assignments could be viewed as a lower governance impact versus peers who chair or serve on key committees .