Lora Jones
About Lora Jones
Lora M. Jones (age 47) is Executive Vice President, Chief Financial Officer, and Treasurer of National Bankshares, Inc. and Executive Vice President/CFO and Cashier of The National Bank of Blacksburg, having been promoted to EVP on January 8, 2025 after serving as Senior Vice President/CFO since May 2022; she has been an officer since 2011 and has held finance leadership roles since 2014 . During her tenure on the senior team, Company net income declined from $25.9M (2022) to $7.6M (2024) amid sector headwinds, and 3‑year TSR of a $100 investment fell to $88 by 2024; NBB delivered ROAA of 0.63% in 2024 and ROE of 7.95% . She is a named executive officer under NKSH’s pay-for-performance program, with incentives tied to Budgeted Net Income and ROAA, and RSUs vesting subject to a ROAA-based performance gate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Bankshares, Inc. | Executive Vice President/CFO & Treasurer | Jan 8, 2025–Present | Senior financial leadership across holding company finance and treasury |
| National Bankshares, Inc. | Senior Vice President/CFO & Treasurer | May 2022–Jan 7, 2025 | Led corporate finance, reporting and capital planning |
| National Bankshares, Inc. | Vice President/Controller | May 2014–May 2022 | Directed controllership and external reporting |
| National Bankshares, Inc. | Corporate Analysis Officer | Jun 2011–May 2014 | Financial analysis supporting management decisions |
| The National Bank of Blacksburg | Executive Vice President/CFO & Cashier | Jan 8, 2025–Present | Bank-level CFO, treasury and cash operations leadership |
| The National Bank of Blacksburg | Senior Vice President/CFO & Cashier | May 2022–Jan 7, 2025 | Bank CFO overseeing financial operations |
| The National Bank of Blacksburg | Vice President/Controller | May 2014–May 2022 | Bank controllership and financial reporting |
| The National Bank of Blacksburg | Corporate Analysis Officer | Jun 2011–May 2014 | Analytical support for business performance |
External Roles
No external board or professional roles disclosed for Ms. Jones .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 147,600 | 161,721 | 188,333 |
| Target Bonus (% of Base) | Not disclosed | Not disclosed | 25% |
| Actual Cash Bonus Paid ($) | 26,530 | — | 19,473 |
Performance Compensation
| Component | Metric | Weighting | Threshold/Target/Superior | 2024 Actual | Payout Vehicle | Vesting |
|---|---|---|---|---|---|---|
| Corporate | Budgeted Net Income | 40% (part of 80% corporate total) | Threshold 80%; Target 100%; Superior 120% (pool funding) | Not disclosed | Cash + RSUs (50/50) | RSUs vest in 3 equal tranches, each contingent on ROAA gate |
| Corporate | ROAA | 40% (part of 80% corporate total) | Threshold 80%; Target 100%; Superior 120% (pool funding) | Not disclosed | Cash + RSUs (50/50) | RSUs vest in 3 equal tranches, each contingent on ROAA gate |
| Individual | Role‑specific goals | 20% | Not disclosed | Qualitative assessment (Comp Committee + CEO) | Cash + RSUs (50/50) | RSUs vest as above |
RSU award details for 2024 performance: Granted Feb 14, 2025, 681 shares to Ms. Jones, grant‑date value $19,473; vesting in equal annual installments over three years and each tranche vests only if NKSH achieves 1.25× median ROAA of selected VA banks (peer group $1–$3B) .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 1,607 | All via ESOP; indicates limited direct ownership |
| Shares Outstanding (as of record date) | 6,363,371 | Annual meeting record date March 12, 2025 |
| Ownership as % of Shares Outstanding | ≈0.025% (1,607 / 6,363,371) | Computed from disclosed figures |
| RSUs Outstanding (granted Feb 14, 2025) | 681 | 3‑year equal‑tranche vesting; ROAA performance gate |
| Stock Options | None disclosed | Stock Incentive Plan supports RSUs/options, but awards to date are RSUs; no options disclosed for NEOs |
| Anti‑Hedging / Anti‑Pledging | Prohibited for directors and NEOs | No hedging, no pledging, no margin accounts |
| Director Ownership Guidelines | 4× annual retainer (directors only) | Phased over 3 years; executive guidelines not disclosed |
Employment Terms
| Term | Ms. Jones |
|---|---|
| Agreement Effective Date / Term | Oct 11, 2023; initial 2‑year term; auto‑renewal in 1‑year increments absent timely non‑renewal |
| Minimum Annual Base Salary | $165,000 (agreement minimum; actual salary later increased to $200,000 in 2024) |
| Participation | Annual cash incentive plan; equity incentive plan; executive deferred comp; tax‑qualified and nonqualified retirement plans; subject to clawback |
| Severance (No Cause / Good Reason) | 6 months salary continuation + continuation of welfare/executive benefits for 6 months; plus accrued obligations; subject to release and covenants |
| Change‑of‑Control (Double Trigger) | Lump sum = 2.99× “Salary Continuation Benefit” (highest base salary + highest annual bonus of prior two years); benefits for 24 months; subject to release and covenants |
| Section 4999 Excise Tax | Cutback to avoid excise tax unless “no cutback” after-tax is >5% better; no tax gross‑up |
| Non‑Compete / Non‑Solicit | 12 months post‑termination for any reason (unless certain CoC conditions and severance not due); confidentiality obligations apply |
| Clawback Policy | Mandatory recoupment of erroneously awarded incentive compensation upon restatement; 3 fiscal years lookback; “no fault” basis |
Director/Committee Roles
Ms. Jones is not listed as a non‑employee director; board committee memberships pertain to directors and independent members, not executives; she is a named executive officer and serves as corporate officer (Treasurer/CFO) .
Compensation Governance & Peer Benchmarking
- Compensation best practices include prohibition on hedging/pledging, clawback policy, use of independent consultant (Meridian engaged in 2023), and double‑trigger CoC without excise tax gross‑up .
- Base salary increases for NEOs in 2024 ranged 4.15%–21.21%; Ms. Jones was at the high end due to market benchmarking; her 2024 base was set at $200,000 vs $165,000 in 2023 .
- Say‑on‑pay support was 94% at the 2024 meeting, indicating strong shareholder backing of NEO pay design .
Related Party Transactions and Compliance
No related party transactions disclosed for Ms. Jones; Section 16(a) delinquencies noted involved other directors (Ms. Smith and Mr. Sweet), not Ms. Jones .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited—reduces misalignment risk .
- Clawback: Implemented per Nasdaq listing rule—enhances accountability .
- Equity Award Design: RSUs with ROAA gate—performance‑contingent vesting mitigates windfall risk .
- Ownership: Low personal shareholding (≈0.025%)—potential alignment shortfall vs high‑skin‑in‑the‑game standards .
- Severance: Modest severance for termination without cause (6 months), but substantial CoC multiple (2.99×) under double trigger—typical market design, elevates CoC economics .
Investment Implications
- Alignment: Incentives emphasize ROAA and budgeted net income with RSU vesting gated by ROAA, which ties pay to bank profitability and asset efficiency; clawback and anti‑pledging policies further strengthen governance .
- Retention/Pressure: Ms. Jones’ severance terms (6 months for no‑cause) are modest under normal termination, but change‑of‑control economics (2.99×) are materially protective, reducing flight risk during strategic events; RSU tranches provide multi‑year retention .
- Trading Signals: Low personal share ownership (~0.025%) suggests limited direct equity exposure; however, new RSU grant (681 shares) introduces at‑risk equity tied to ROAA performance—watch for future Form 4 activity and vesting outcomes versus the 1.25× median ROAA gate .
- Performance Context: With 2024 net income of $7.6M and 3‑year TSR at $88 for a $100 starting value, incentive outcomes and future RSU vesting will hinge on profitability improvements and ROAA versus Virginia peers; monitor NBB ROAA (0.63% in 2024) trajectory .