John E. Dooley - Director | NATIONAL BANKSHARES (NKSH) Executive Profile & Compensation

About John E. Dooley

Dr. John E. Dooley (Age 70) has served as an independent director of National Bankshares, Inc. since 2012; he retired in 2021 as CEO and Secretary-Treasurer of the Virginia Tech Foundation, where he oversaw management of >$2.5B in private assets supporting university programs. Prior to that, he held multiple senior administrative roles over ~30 years at Virginia Tech, including Vice President for Outreach and International Affairs; he currently chairs the Roanoke-Blacksburg Business Council, bringing financial oversight, management expertise, and deep regional network connectivity to the board . The Board has determined he is independent under Nasdaq rules (all directors except the CEO and one other are independent) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Virginia Tech Foundation, Inc.	Chief Executive Officer & Secretary-Treasurer	2012–2021	Oversaw management of >$2.5B in private assets supporting university programs and initiatives .
Virginia Tech (University)	Various senior administrative roles; Vice President for Outreach & International Affairs	~30 years prior to 2012	Long-tenured higher-ed leadership; regional academic and business community network .

External Roles

Organization	Role	Status	Notes
Roanoke-Blacksburg Business Council	Chair	Current	Regional business leadership; strengthens local network and stakeholder engagement .
Other community & state organizations	Director/Trustee	Current	Serves on several boards (not individually named) .
Other public company boards	—	None in last five years	Proxy states directors/nominees have not served on public company boards in last five years .

Board Governance

Committee assignments: Executive Committee member; Audit Committee member; Compensation Committee member. No chair roles disclosed for Dr. Dooley (chairs are Denardo – Executive; Ball – Audit; Green – Compensation) .
Independence: Independent under Nasdaq standards (Board determined all directors except CEO Denardo and director Ramsey are independent) .
Attendance and engagement: Board met monthly in 2024 (12 regular + 2 special); all incumbent directors attended ≥75% of Board and committee meetings; 11 of 12 then in service attended the 2024 Annual Meeting of Shareholders .
Stockholder support: Re-elected at 2025 Annual Meeting with 3,218,294 For and 314,087 Withhold votes (≈91.1% For of votes cast; broker non-votes 1,305,629) .
Say-on-Pay signal (board accountability context): 2025 advisory vote passed with 3,101,729 For, 390,734 Against, 39,918 Abstain (≈87.9% For of votes cast; broker non-votes 1,305,629) .
Stock ownership & alignment policies: Directors must hold stock equal to at least 4x annual retainer, phased in over three years from Jan 11, 2023 (or appointment date). Anti-hedging/pledging policy prohibits short sales, derivatives/monetization strategies, and pledging or margin accounts for directors and NEOs .
Related-party framework: Board notes ordinary-course credit to directors on market terms; disclosed payments to two other directors’ related entities; Board has not adopted a formal related-person transaction approval policy, but reviews such transactions case-by-case .

Fixed Compensation

Policy (non-employee directors, 2024):

Annual retainer: $30,000, delivered as $16,000 cash + $14,000 equity (time-based restricted stock) .
Meeting fees: $2,000 per regular or special Board meeting attended; $800 per committee meeting unless concurrent with a regular Board meeting .

2024 Director Compensation – Dr. Dooley

Component	Amount (USD)
Fees Earned or Paid in Cash	$45,600
Stock Awards (grant-date fair value)	$14,000
Other	—
Total	$59,600

Notes: Equity awards to directors in 2024 were granted as 233 shares (June 2024) and 218 shares (December 2024) of time-based restricted stock, vesting on the one-year anniversary of each grant .

Performance Compensation

Structure: No performance-conditioned equity for directors; all equity awards are time-based RSUs (restricted stock) with one-year vesting; no option awards disclosed for directors in 2024 .
2024 Equity Grants – Dr. Dooley | Grant | Instrument | Shares | Vesting | Grant-date Fair Value | |---|---|---|---|---| | June 2024 | Time-based restricted stock | 233 | One-year cliff | Included in $14,000 total stock awards | | Dec 2024 | Time-based restricted stock | 218 | One-year cliff | Included in $14,000 total stock awards |

Other Directorships & Interlocks

Category	Detail
Public company directorships (current/prior 5 years)	None disclosed for directors/nominees, including Dr. Dooley .
Non-profit/academic/community boards	Multiple; specifically chairs Roanoke-Blacksburg Business Council .
Interlocks with competitors/suppliers/customers	None disclosed .

Expertise & Qualifications

Asset management oversight: Led Virginia Tech Foundation with >$2.5B in assets, aligning to Audit Committee oversight needs .
Management and outreach: Decades of administrative leadership at Virginia Tech; VP for Outreach & International Affairs .
Regional network: Extensive ties across regional business and academic communities; current chair of Roanoke-Blacksburg Business Council .
Board roles consistent with profile: Audit and Compensation Committee memberships leverage financial oversight and human capital governance experience .

Equity Ownership

Holder	Beneficial Ownership	Notes
John E. Dooley	13,723 shares; <1% of class	Includes 13,272 shares owned jointly with spouse; includes 451 restricted shares subject to vesting; all directors/NEOs as a group hold 202,233 shares (3.18%) .
Pledging/Hedging	Prohibited	Directors are prohibited from pledging company stock and engaging in hedging/derivative monetization strategies .
Ownership Guidelines	Minimum ≥4x annual retainer	Three-year phase-in from Jan 11, 2023 (or appointment date) .

Governance Assessment

Strengths

Independent director with deep fiduciary oversight background (managed >$2.5B foundation assets); serves on Audit and Compensation Committees; meets attendance expectations (≥75%), and participates across key committees, enhancing board effectiveness .
Clear ownership alignment via equity-in-retainer structure; anti-hedging/pledging policy; stock ownership guideline (4x retainer) supports long-term alignment .
Strong shareholder support in 2025 re-election (≈91.1% For) and solid Say-on-Pay approval (≈87.9% For), signaling investor confidence in board oversight and pay practices .
No disclosed related-party transactions involving Dr. Dooley; Board determined independence under Nasdaq standards .

Watch items / potential risks

Board states it has not adopted a formal related-person transactions approval policy; reviews are done ad hoc by the Board, which can be viewed as less robust than a formal written policy (mitigated by disclosed review practices) .
Executive Committee composition includes CEO as chair with broad delegated powers between meetings; while common in banks, this concentrates agenda-setting power and warrants continued oversight by independent directors .

Appendix: 2025 Annual Meeting Voting Snapshot (Context)

Proposal	For	Against/Withhold	Abstain	Broker Non-Votes	Outcome
Election – John E. Dooley	3,218,294	314,087 (Withhold)	—	1,305,629	Elected (≈91.1% For of votes cast)
Say-on-Pay (Advisory)	3,101,729	390,734	39,918	1,305,629	Approved (≈87.9% For of votes cast)

Citations: Class 2 Directors bios (Dooley background, age, tenure, external roles).
Independence determination; disclosure of lack of other public boards in last five years.
Board attendance and meeting count in 2024.
Committee structures and memberships (Executive, Audit, Compensation).
Board compensation structure and 2024 Director Compensation Table (Dooley totals; RSU grants and vesting).
Stock ownership guidelines; anti-hedging and pledging policy.
Beneficial ownership table (Dooley share count; joint holdings; restricted shares; group %).
Audit Committee report and membership confirmation.
2025 Annual Meeting 8-K (Item 5.07) – director election tallies; Say-on-Pay vote results.