Mary G. Miller
About Mary G. Miller
Dr. Mary G. Miller (age 74) has served as an independent director of National Bankshares, Inc. since 2003; she is a long-tenured technology entrepreneur who owned and operated Interactive Design & Development, Inc. for 36 years and served as Director of the Regional Acceleration and Mentoring Program (RAMP) in the Roanoke–Blacksburg–Lynchburg region, bringing deep technology sector and regional ecosystem expertise to NKSH’s board . NKSH’s board has determined that all directors except the CEO and President are independent under Nasdaq standards, which includes Dr. Miller; in 2024 all incumbent directors attended at least 75% of board and committee meetings, and 11 of 12 directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interactive Design & Development, Inc. (IDD) | Owner & Operator | 36 years | Custom software development leadership; technology operations experience |
| Regional Acceleration and Mentoring Program (RAMP) | Director | Not disclosed | Built mentor network; conducted business development clinics; led residential program for tech companies |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| RAMP (regional tech program) | Director | No | Regional innovation ecosystem role |
| Other public company boards (past 5 years) | None | — | Proxy states no current/past five-year public board roles for any director |
Board Governance
- Committees: Audit Committee member; Chair of Nominating Committee; Chair of Risk Committee (2024) .
- Independence: Independent under Nasdaq standards (all directors except CEO Denardo and President Ramsey) .
- Attendance: Board met monthly in 2024 (12 regular, 2 special); all incumbent directors attended ≥75% of board/committee meetings; 11 of 12 directors attended the 2024 annual meeting .
- Stock ownership guidelines: Directors must hold stock valued at ≥4x annual retainer, phased in over 3 years from January 11, 2023 or appointment date .
- Anti-hedging/pledging policy: Directors and NEOs prohibited from hedging and pledging company stock .
- Related party policy: No formal related person transaction policy; board reviews proposed transactions case-by-case .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual retainer (total) | $30,000 | Of which $14,000 paid in equity via time-based restricted stock; remainder paid in cash |
| Board meeting fees | $2,000 per board meeting | Regular and special meetings |
| Committee meeting fees | $800 per committee meeting (unless concurrent with board meeting) | Applies to all committees |
| 2024 fees earned (cash) – Miller | $44,800 | Includes cash retainer and meeting fees |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Time-based restricted stock (annual director grants) | June 2024 | 233 | Included in $14,000 stock awards total | Vests on 1-year anniversary of grant |
| Time-based restricted stock (annual director grants) | December 2024 | 218 | Included in $14,000 stock awards total | Vests on 1-year anniversary of grant |
Notes:
- NKSH discloses director equity grants as time-based restricted stock; no director stock options or PSU awards are disclosed for 2024 .
- Grant-date fair value is calculated under ASC 718; $14,000 total reported for Dr. Miller in the Directors Compensation Table .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other public company boards | None in past 5 years | Applies to all directors; no SEC-registered company directorships disclosed |
| Interlocks/related party transactions (board) | Some board-level RPTs | Payments to Reynolds Architects ($39,017 in 2024; $78,879 in 2023) and $45,000 consulting fees to Director Sweet in 2024; board considers these under independence assessment |
| Interlocks specific to Dr. Miller | None disclosed | No transactions involving IDD or RAMP disclosed |
Expertise & Qualifications
- Technology entrepreneurship and software development leadership (IDD) .
- Regional tech ecosystem development and mentoring (RAMP) .
- Board oversight experience as chair of Risk and Nominating committees and member of Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned (3/12/2025) | % of Class | Notes |
|---|---|---|---|
| Mary G. Miller | 7,000 | <1% | Includes 451 restricted shares subject to vesting and other restrictions |
Additional alignment policies:
- Directors prohibited from hedging or pledging company stock; anti-hedging/pledging policy applies to directors and NEOs .
- Director stock ownership guideline requires holdings ≥4x annual retainer over a 3-year phase-in period from January 11, 2023 or appointment .
Insider Trades
| Period | Form 4 Filings (Mary G. Miller) | Notes |
|---|---|---|
| 2023-01-01 to 2025-11-20 | None found | Insider-trades skill query returned no transactions for “Mary G. Miller” at NKSH in this period (Form 4) |
Governance Assessment
- Strengths: Independent director with technology and regional ecosystem expertise; chairs Risk and Nominating committees, indicating active oversight of enterprise risk and board refresh; member of Audit Committee; strong attendance culture; director ownership guideline and anti-hedging/pledging policy support alignment .
- Compensation alignment: Modest small-bank director pay with mixed cash/equity; time-based restricted stock vests annually; no option or performance share grants to directors disclosed .
- Shareholder signals: Say-on-pay support was strong at 94% approval in 2024, indicating broad investor support for NKSH’s compensation practices; say-on-pay held annually per shareholder preference .
- Potential red flags: Absence of a formal related person transaction policy (board reviews ad hoc) is a governance gap; board disclosed certain payments to other directors’ affiliated entities, though independence determinations were maintained and transactions deemed at market terms .
- Succession/tenure: NKSH bylaws bar re-nomination after age 75; at age 74, Dr. Miller approaches this threshold, which increases focus on board succession planning and committee leadership transition .
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