Michael E. Dye
About Michael E. Dye
Independent director (Age 70) serving on National Bankshares, Inc. (NKSH) Board since 2017; joined the bank board in 2006 via the Bank of Tazewell County merger after serving on that bank’s board since 2005. Pharmacist and long-time local business owner (New Graham Pharmacy since 1979), with additional retail ventures in Bluefield, VA; brings deep local market knowledge and community connections, and serves as a Clinical Instructor at multiple pharmacy schools. Determined independent under Nasdaq standards; no public company directorships in the last five years; board meets monthly and he met the 75%+ attendance threshold in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Bankshares, Inc. | Director | 2017–present | Risk oversight; contributes Bluefield market knowledge |
| The National Bank of Blacksburg | Director | 2006–present | Bank board service since merger; community banking experience |
| Bank of Tazewell County | Director | 2005–2006 | Pre-merger director; community banking exposure |
| New Graham Pharmacy; Cornerstone Gifts; New Graham Knives | Owner/Operator | 1979–present | Small business operations expertise in Bluefield market |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VCU/MCV School of Pharmacy; Marshall University School of Pharmacy; Campbell University School of Pharmacy | Clinical Instructor | Not disclosed | Academic engagement; talent pipeline and professional network |
| Bluefield, VA Downtown Development Corporation | Past President | Not disclosed | Community development leadership |
| Bluefield, VA Business & Professional Association; Bluefield Chamber of Commerce | Member | Not disclosed | Local business advocacy and network |
Board Governance
- Independence: Board determined Dye is independent (Nasdaq standards); only Denardo and Ramsey are non-independent .
- Attendance: All incumbent directors attended ≥75% of Board and committee meetings in 2024; Board met 12 regular and 2 special sessions .
- Lead Independent Director: Charles E. Green, III serves as Vice Chairman/Lead Director since May 2019; Board holds sessions without management as needed .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging company stock; insider trading policy in place .
| Committee Membership | 2017 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Risk Committee | Member | Not listed | Not listed | Member | Member |
| Nominating Committee | Member | Member | Member | Not listed | Not listed |
| Audit Committee | Not listed | Not listed | Not listed | Not listed | Not listed |
| Compensation Committee | Not listed | Not listed | Not listed | Not listed | Not listed |
Fixed Compensation
- Structure: Annual retainer $30,000; paid $14,000 in equity via time-based restricted stock; meeting fees $2,000 per Board meeting; committee fees $800 per meeting (unless concurrent with Board meeting) .
- 2023 meeting fee change mid-year: $1,500 per Board meeting Jan–May, $2,000 Jun–Dec; equity grants time-based restricted stock .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $41,800 | $44,000 |
| Stock Awards (Grant-date fair value) | $14,000 | $14,000 |
| Total | $55,800 | $58,000 |
Performance Compensation
- Directors do not receive performance-based pay (no PSUs, no options). Equity is time-based restricted stock vesting on the one-year anniversary of grant date; 2024 grants included 233 shares (June) and 218 shares (December) for non-employee directors receiving equity .
| Equity Grants | Grant Date | Shares | Vesting |
|---|---|---|---|
| Time-based Restricted Stock | June 2024 | 233 | One-year anniversary of grant |
| Time-based Restricted Stock | December 2024 | 218 | One-year anniversary of grant |
Other Directorships & Interlocks
- Public company boards: None in the last five years for any director or nominee, including Dye .
- Related-party transactions: Board notes that the Bank extends credit to directors and related entities on market terms; 2024/2023 payments to Reynolds Architects and consulting fees to Sweet disclosed—no transactions involving Dye reported .
| Category | Detail |
|---|---|
| Public company directorships | None (past five years) |
| Known related-party transactions | None involving Dye disclosed; board reviews any such transactions case-by-case |
Expertise & Qualifications
- Small business operator in Bluefield market (pharmacy and retail) providing customer, credit, and local economic insights relevant to community banking .
- Academic affiliations as Clinical Instructor at multiple pharmacy schools, expanding professional network and governance viewpoint .
- Risk oversight experience through Risk Committee membership in 2017, 2023, and 2024 .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares (as of Mar 12, 2025) | 4,738 |
| % of shares outstanding | 0.07% (4,738 ÷ 6,363,371) |
| Restricted shares included | 451 shares subject to vesting/forfeiture; voteable at Annual Meeting |
| Equity award vesting | Director grants vest on one-year anniversary of grant date |
| Shares pledged as collateral | Prohibited by policy |
| Hedging of company stock | Prohibited by policy |
| Options outstanding | None disclosed for directors |
Governance Assessment
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Strengths:
- Independent status with solid attendance (≥75% in 2024) and recurring risk oversight roles; board structure includes a Lead Independent Director and executive-session capability .
- Alignment via director stock ownership guidelines (4x retainer within three years), anti-hedging/pledging policy; equity grants provide ownership exposure albeit time-based .
- Modest, transparent director pay with cash/equity mix; incremental 2024 fee increase reflects meeting fee schedule and workload .
-
Potential conflicts and red flags:
- Bank extends credit to directors and related parties on market terms; while none are disclosed for Dye, such relationships warrant monitoring for neutrality and disclosure completeness .
- Board has no formal written RPT approval policy (reviews are case-by-case), a governance weakness relative to best practice even though review occurs .
-
Signals:
- No Section 16(a) filing issues reported for Dye; late filing noted for Sweet only, indicating Dye’s compliance .
- Board and committee cadence demonstrates engagement: Board met 14 times (12 regular, 2 special) in 2024; Risk Committee met twice, consistent with focused oversight needs .