Lara Ramsey
About Lara Ramsey
Lara E. Ramsey is President and Chief Executive Officer of National Bankshares, Inc. and The National Bank of Blacksburg (effective July 1, 2025), and serves on the Company’s Board of Directors; she is 56 and also holds the role of Corporate Secretary . She certified the Company’s Q2 and Q3 2025 Form 10-Qs as Principal Executive Officer, underscoring responsibility for disclosure controls and internal controls over financial reporting . Ms. Ramsey holds a bachelor’s in Psychology and Economics and a master’s in Industrial & Organizational Psychology from Radford University; she is a graduate of the VBA School of Bank Management and ABA Stonier Graduate School of Banking . Company performance context during her leadership transition: 2024 net income was $7.623 million, three‑year TSR equated to $88 on a $100 base at 12/31/2024, and Q3’25 showed improved profitability versus the prior year (nine months net income $9.95 million; Q3’25 $4.42 million), amid NIM improvement and a completed core system upgrade .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Bankshares, Inc. / The National Bank of Blacksburg | Joined company | 1996 | Progressive internal leadership pipeline development |
| National Bankshares, Inc. | Senior Vice President of Administration | 2011 | Administrative leadership and organizational scale-up |
| National Bankshares, Inc. / Bank | EVP & Chief Operating Officer | 2022 | Oversaw operations; foundation for tech/core upgrade |
| National Bankshares, Inc. / Bank | President | Jan 2025 | Transition leadership ahead of CEO appointment |
| National Bankshares, Inc. / Bank | President & CEO | Effective July 1, 2025 | Executive leadership; execution of tech upgrade, footprint expansion |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Radford University Alumni Board | Director | Not disclosed | Alumni engagement; regional network |
| Radford University Athletic Foundation Board | Director | Not disclosed | Community and university ties |
| United Way of the New River Valley | Past Board Member | Not disclosed | Community relationships (prior) |
| Montgomery County Chamber of Commerce | Past Board Member | Not disclosed | Business community engagement (prior) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary paid ($) | $168,116 | $198,431 | $206,667 |
| Base salary rate set for year ($) | Not disclosed | Not disclosed | $210,000 (set 3/1/2024) |
| All other compensation ($) | $16,742 | $16,497 | $15,742 |
| Change in pension value & nonqualified earnings ($) | — | $112,527 | $40,102 |
| Total compensation ($) | $213,080 | $327,455 | $284,935 |
Notes
- As a management director, Ms. Ramsey receives no additional director retainers or meeting fees; non-employee directors received an annual retainer and equity, but Ms. Ramsey did not receive director compensation above regular employee pay .
Performance Compensation
Annual Incentive Plan Design (applies to NEOs)
| Component | Detail |
|---|---|
| Corporate metrics | 50% Budgeted Net Income; 50% ROAA; average must reach ≥80% of goals to fund |
| Corporate vs individual weighting | 80% corporate financial goals; 20% individual performance |
| Funding curve | Threshold 80%; Target 100%; Superior 120% |
| Target opportunity (as % of base) | 25% (Ms. Ramsey) |
| Payout form | 50% cash, 50% RSUs (from 2024 performance onward); RSUs vest in equal installments over 3 years, each tranche contingent on achieving ROAA ≥1.25x median of selected VA $1–$3B peer group |
2024 Incentive Outcomes (paid early 2025)
| Metric | Weight | Target | Actual | Payout (cash) | RSU grant (shares/$) | Vesting |
|---|---|---|---|---|---|---|
| Budgeted Net Income | 50% | Not disclosed | Not disclosed | — | — | — |
| ROAA | 50% | Not disclosed | Not disclosed | — | — | — |
| Individual | 20% of payout determination | Not disclosed | Not disclosed | — | — | — |
| Total (Ms. Ramsey) | — | 25% target opportunity | Not disclosed | $22,424 | 784 shares; $22,424 grant-date value (2/14/2025) | 3 equal installments over 3 years; each tranche contingent on ROAA condition |
Notes
- The Company’s 2023–2033 Stock Incentive Plan authorizes up to 120,000 shares for employee and director awards; as of March 12, 2025, 4,545 shares granted (all RSUs), 106,626 remaining .
- No option awards are disclosed for Ms. Ramsey; awards are cash and RSUs per program design .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/12/2025) | 6,846 shares |
| ESOP shares included | 6,634 shares |
| Jointly owned with spouse | 212 shares |
| Ownership as % of shares outstanding | ~0.11% (6,846 / 6,363,371 shares entitled to vote at 3/12/2025) |
| Anti-hedging/pledging | Prohibited for directors and NEOs (no short sales; no derivatives; no pledging/margin) |
| Director stock ownership guideline | Minimum value ≥4x annual retainer (policy for directors) |
Employment Terms
| Provision | Key terms |
|---|---|
| Employment agreement | Effective Oct 11, 2023; initial 2-year term; auto-renews in 1-year increments unless either party gives notice ≥1 year before term-end |
| Minimum base salary in agreement | $190,000 |
| Annual/long-term incentives | Eligible for annual cash incentive plan and equity plan; subject to Company clawback policy |
| Termination without Cause / Good Reason | 24 months salary continuation at highest base salary in effect; continuation of welfare/executive benefits for 24 months; plus accrued obligations (general release required; non-compete/non-solicit compliance) |
| Change-in-control (CIC) | Agreement auto-extends 3 years at CIC; if terminated without Cause/by Good Reason within 2 years post-CIC, lump sum = 2.99x Salary Continuation Benefit (base salary plus highest annual bonus from prior two years), 24 months benefits, plus accrued obligations; 280G cutback (no excise tax gross-up) unless >5% better after-tax without cutback |
| Restrictive covenants | 12-month non-compete and non-solicit post-termination (exceptions tied to CIC/severance eligibility) |
| Clawback | “No-fault” recoupment for 3 years preceding an accounting restatement; administered by Board/Comp Committee; also anti-hedging/pledging policy |
Potential Payments Illustration (assuming 12/31/2024 event)
| Scenario | Post-termination compensation | Welfare & executive benefits continuation | Salary Continuation Plan benefit | Total value |
|---|---|---|---|---|
| Before CIC: Termination without Cause / Good Reason | $413,333 | $24,622 | $28,368 (annual at normal retirement age) | $466,323 |
| After CIC: Termination without Cause / Good Reason | $617,933 | $24,622 | $30,087 (annual; payable commencing at termination per plan terms) | $672,642 |
| Long-term incapacity | — | — | $28,368 (annual at NRA) | $28,368 |
| Death | — | — | $45,000 (annual to beneficiary for 15 years) | $45,000 |
Retirement & Nonqualified Plans
- Pension present value (12/31/2024): Retirement Income Plan $510,140; Salary Continuation Plan $222,336; credited service 28 years .
- Salary Continuation Plan benefit: $45,000 per year at normal retirement age (2033), payable for life or 15 years minimum .
Board Governance (Director Service, Roles, Independence)
- Board service: Director since 2024; Corporate Secretary; appointed President in Jan 2025 and CEO effective July 1, 2025 .
- Committee roles: Audit, Compensation, Nominating, and Risk committees are fully independent; employee directors (Ms. Ramsey and Mr. Denardo) are not independent and are not listed as members of these committees .
- Leadership structure: Chairman and CEO roles historically combined; during 2025 transition Mr. Denardo remained Chairman while Ms. Ramsey became CEO, with a Lead Independent Director (Charles E. Green) providing independent leadership .
- Board attendance: In 2024, all incumbent directors attended ≥75% of Board and committee meetings; 12 regular and two special Board meetings were held .
- Director compensation: Non-employee directors received retainers, meeting fees, and time-based restricted stock; Ms. Ramsey received no additional pay for Board service as an employee director .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 94% in favor (overwhelmingly favorable) .
- 2025 advisory vote (NEO compensation): For 3,101,729; Against 390,734; Abstain 39,918; broker non‑votes present .
Compensation Structure Analysis (signals)
- Increased equity linkage and retention: Beginning with 2024 performance, 50% of annual incentive is delivered in RSUs that vest over three years, contingent on achieving ROAA ≥1.25x peer median, aligning pay with sustained profitability and balance‑sheet quality .
- Target at‑risk mix: Ms. Ramsey’s target annual incentive is 25% of base, with 80% driven by corporate (Budgeted Net Income, ROAA) and 20% by individual goals, reinforcing pay-for-performance .
- Shareholder‑friendly policies: Robust clawback, no hedging/pledging, and 280G cutback (no excise tax gross‑up), mitigate risk and reduce shareholder-unfriendly optics .
- CIC protection level: Double‑trigger with 2.99x cap is standard for community banks; potential severance quantum should be monitored relative to performance through the transition period .
Performance & Track Record Highlights (context)
- Operational execution: Completed core system upgrade in Q2’25 and pursued branch network optimization; management commentary cites improved NIM from higher loan yields and lower deposit costs .
- Profitability trend: 2024 net income $7.623 million (down vs 2023/2022), but nine-month 2025 net income $9.95 million and Q3’25 $4.42 million signal improvement year-over-year .
- Long‑term shareholder returns: Company investor materials cite a 619% TSR from January 2000 to June 2025 (versus 370% reference benchmark), reflecting a long history of dividend growth and value compounding across cycles .
Director Compensation (for reference)
- Non‑employee director pay (2024): $30,000 annual retainer (of which $14,000 in time-based restricted stock), plus meeting fees; employee directors (Ms. Ramsey, Mr. Denardo) received no director fees .
Compensation Committee Analysis
- Composition: Fully independent; chaired by Charles E. Green; members include Ball, Dooley, Johnson, Smith .
- Consultant usage: Engaged Meridian in 2023 to redesign annual incentive and develop the 2023 Stock Incentive Plan; no consultant engaged in 2024 .
- Risk assessment: Compensation programs reviewed; clawback and anti‑hedge/pledge policies in place; committee concluded programs are appropriately balanced for 2024 .
Equity Ownership & Alignment Table (detail)
| Ownership item | Amount |
|---|---|
| Beneficially owned shares (3/12/2025) | 6,846 |
| ESOP shares included | 6,634 |
| Jointly owned with spouse | 212 |
| Shares outstanding entitled to vote (record date 3/12/2025) | 6,363,371 |
| Ownership as % of outstanding | ~0.11% (6,846 / 6,363,371) |
| Hedging/pledging | Prohibited by policy for directors and NEOs |
Employment & CIC Economics (quantified)
| Element | Key economics |
|---|---|
| Severance (no CIC): Termination without Cause / Good Reason | 24 months salary continuation at highest in‑term base; 24 months welfare/executive benefits; plus accrued obligations (release required) |
| CIC window and trigger | Agreement extends 3 years at CIC; double‑trigger payout if terminated without Cause/by Good Reason within 2 years post‑CIC |
| CIC severance quantum | Lump sum 2.99x Salary Continuation Benefit (base + highest annual bonus in prior two years); 24 months benefits; cutback to avoid 280G unless >5% better after‑tax without cutback |
| Non-compete/non-solicit | 12 months post‑termination (subject to CIC/severance exceptions) |
| Clawback | Restatement‑based no‑fault recoupment (3 prior fiscal years) |
Investment Implications
- Alignment and retention: The new RSU structure with ROAA outperformance gates creates multi‑year performance alignment and raises the cost of insider selling (vesting over three years), which should dampen near‑term selling pressure; anti‑pledging/hedging policies further align interests .
- Downsized 2024 pay vs higher 2023 pension accruals: Ms. Ramsey’s 2024 total comp ($284,935) reflects modest cash incentive and pension accrual changes, while future equity is performance‑contingent—investors should monitor ROAA vs VA peers to gauge likelihood of vesting and longer‑term dilution .
- CIC risk budget: Double‑trigger 2.99x is market‑typical; illustrative severance at 12/31/2024 suggests $672.6k total value post‑CIC termination—material but not outsized versus peer community banks; policy avoids tax gross‑ups .
- Governance mitigants: CEO/Chair split and a designated Lead Independent Director help counterbalance management influence; employee directors are not on key committees, supporting independence in pay and audit oversight .
- Execution watch‑list: Track NIM durability, core system ROI, and footprint expansion’s impact on ROAA; early 2025 trajectory improved, but sustained performance will determine RSU vesting and pay‑for‑performance credibility .