Lutheria H. Smith
About Lutheria H. Smith
Lutheria H. Smith, age 58, has served on the National Bankshares, Inc. (NKSH) Board of Directors since 2024 and is an independent director under Nasdaq standards. She is Managing Partner of Elevatus Partners, LLC (HR consulting and executive coaching) and fractional Chief Human Resources Officer for Civil For Site, PLLC; previously EVP & Chief Human Resource Officer at American National Bank & Trust Company for four years (starting November 2020) and VP & Director of HR and a Board Member at Draper Aden Associates for five years. She is a certified Senior Professional in Human Resources and brings significant board-level governance and people strategy expertise. No other public-company directorships within the past five years are disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American National Bank & Trust Company | EVP & Chief Human Resource Officer | 4 years (from Nov 2020) | Senior HR leadership; corporate governance exposure |
| Draper Aden Associates | VP & Director of Human Resources; Board Member | 5 years | HR leadership; board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elevatus Partners, LLC | Managing Partner | Current | HR consulting and executive coaching |
| Civil For Site, PLLC | Fractional Chief Human Resources Officer | Current | People strategy leadership for civil engineering firm |
| Community Foundation of Western Virginia | Vice Chair & Investments Committee Chair, Board of Governors | Current | Investment oversight and community governance |
| Roanoke City Public Schools | Immediate Past Chair, Board of Trustees | Current | Education governance leadership |
Board Governance
- Independence: The Board determined that all directors except the CEO and President are independent under Nasdaq rules; Ms. Smith is independent .
- Committee assignments: Member, Compensation Committee (Chair: Charles E. Green III). Other committee chairs: Audit (Lawrence J. Ball), Nominating (Mary G. Miller), Risk (Mary G. Miller), Executive (F. Brad Denardo) .
- Attendance: The Board met 12 regular and 2 special sessions in 2024; 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, providing independent leadership during executive sessions .
- Stock ownership guidelines: Directors must hold shares equal to at least 4x annual retainer within three years of appointment; anti-hedging and anti-pledging policy applies to directors .
Fixed Compensation
| Component | 2024 |
|---|---|
| Annual Director Retainer (total) | $30,000 (paid as $16,000 cash + $14,000 equity) |
| Board Meeting Fee (per meeting) | $2,000 |
| Committee Meeting Fee (per meeting) | $800 (unless concurrent with Board meeting) |
| Fees Earned or Paid in Cash (Ms. Smith) | $34,000 |
| Stock Awards (Ms. Smith) | $14,000 (grant-date fair value) |
| Total Director Compensation (Ms. Smith) | $48,000 |
Performance Compensation
Directors do not receive performance-based bonuses; their equity is time-based restricted stock, not tied to corporate performance metrics.
| Equity Award Detail | Grant | Shares | Vesting | Value |
|---|---|---|---|---|
| Time-based Restricted Stock (June 2024) | Annual retainer equity | 233 | Vests at 1-year anniversary | Included in $14,000 total |
| Time-based Restricted Stock (December 2024) | Annual retainer equity | 218 | Vests at 1-year anniversary | Included in $14,000 total |
Clawback provisions apply to executive incentive compensation; director equity is governed by plan terms and anti-hedging/pledging policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public-company boards | None disclosed for Ms. Smith; no director or nominee (other than the CEO/President at subsidiaries) served on SEC-registered public-company boards in past five years |
| Related-party transactions | None disclosed for Ms. Smith; Board reviewed limited transactions for other directors (Reynolds Architects; Mr. Sweet consulting) and maintained independence determinations |
Expertise & Qualifications
- Human capital and organizational leadership: EVP/CHRO experience in banking; HR leadership in engineering; certified Senior Professional in HR .
- Governance exposure: Board member (prior firm), investment committee chair at community foundation, school board leadership .
- Banking sector familiarity: Prior senior role at American National Bank & Trust Company .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (common shares) | 1,474 (includes 451 restricted shares) |
| Ownership as % of shares outstanding | <1% (as denoted by “*”) |
| Restricted vs. unrestricted | 451 restricted shares; remainder unrestricted |
| Pledged shares | Prohibited by policy (anti-pledging) |
| Hedging | Prohibited by policy (anti-hedging) |
| Stock ownership guideline | 4x annual retainer; phased in over 3 years from appointment (directors appointed in 2024 must meet guideline within 3 years) |
Governance Assessment
- Positive signals:
- Independence and service on Compensation Committee; Board’s use of independent comp consultant in 2023 and explicit best practices (double-trigger CIC, no excise tax gross-up, clawback) strengthen pay governance .
- Anti-hedging/pledging policy and stock ownership guidelines align director interests with shareholders .
- 2024 say-on-pay received 94% approval, indicating strong shareholder support for compensation practices .
- Board attendance thresholds met and presence of Lead Independent Director supports effective oversight .
- Watch items:
- An amended Form 3 was filed by Ms. Smith to correct initial beneficial ownership; while administrative, it merits monitoring for future Section 16 compliance consistency .
- No red flags identified:
- No related-party transactions involving Ms. Smith disclosed; committee independence maintained .
Overall, Ms. Smith brings deep HR and governance expertise useful to compensation oversight and organizational risk management, with policies and structures in place that mitigate alignment risks and support investor confidence .