Mildred R. Johnson
About Mildred R. Johnson
Independent director of National Bankshares, Inc. since 2017; previously joined the Bank’s board in 2012. Age 70. Recognized senior leader in higher education (Virginia Tech, Radford University) with domain expertise in operations, marketing/communications, budgeting/finance, and strategic planning. Current hospital trustee and long-standing committee leadership at the Bank underscores audit/risk oversight credentials. Independent under Nasdaq standards; not a current or recent public-company director elsewhere .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Tech | Associate Vice Provost for Enrollment Management and Director of Admissions | Not disclosed | Led large, complex organization areas: operations, marketing/communications, budget/finance, strategic planning |
| Radford University | Dean of Admissions | Not disclosed | Senior executive leadership in enrollment management |
| The College Board | Trustee (former, elected) | Not disclosed | National academic board leadership |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| LewisGale Hospital Montgomery | Board of Trustees | Current | Trustee |
| Virginia Association of Collegiate Registrars and Admissions Officers (VACRAO) | President (past) | Past | State leadership |
| Potomac & Chesapeake Association for College Admissions Counseling | Committee member | Past | Regional academic committees |
Board Governance
- Independence: Independent director under Nasdaq listing standards; not a present/past employee or officer of the Company/subsidiaries .
- NKSH (Company) committees: Compensation Committee member; Nominating Committee member .
- Bank-level roles: Asset Quality Committee member; Chairperson of the Bank’s Audit and Compliance Committee .
- Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings; 11 of the 12 then-serving directors attended the 2024 Annual Meeting .
- Board leadership context: Lead Independent Director role exists (held by Charles E. Green, III); executive sessions are enabled through Lead Director structure .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging company stock .
- Stock ownership guideline: Directors must own shares valued at least 4x the annual retainer (phased in over 3 years from January 11, 2023 or appointment) .
Fixed Compensation
| Component | 2024 Terms/Amounts | Notes |
|---|---|---|
| Annual retainer (non-employee directors) | $30,000 total; $14,000 paid in equity (time-based restricted stock) and remainder in cash | Equity vests on one-year anniversary of grant |
| Board meeting fee | $2,000 per regular or special meeting attended | Paid in cash |
| Committee meeting fee | $800 per committee meeting (unless concurrent with regular Board meeting) | Paid in cash |
| 2024 Director compensation – Mildred R. Johnson | Fees earned/paid in cash: $44,800; Stock awards: $14,000; Total: $58,800 | Individual compensation reported in Director Compensation Table |
Performance Compensation
| Equity Award | Grant Details | Vesting/Performance Conditions | Notes |
|---|---|---|---|
| Time-based restricted stock (Directors) | 233 shares granted in June 2024; 218 shares granted in December 2024 (per director award structure) | Time-based vest after one year; no performance metrics | Program design applies to non-employee directors |
No performance-vesting metrics are used for director equity; awards are time-based RS or RSUs with one-year vesting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None. No director or nominee serves or has served within the past five years as a director of a company with registered securities under Exchange Act Sections 12 or 15(d) or as an investment company director . |
| Potential interlocks/conflicts | Company notes ordinary-course credit to directors/related parties on market terms; 2024 related-party payments disclosed involve other directors (Reynolds Architects; Alan Sweet consulting) and were considered in independence determinations . No transactions are disclosed for Ms. Johnson . |
Expertise & Qualifications
- Senior executive experience across operations, marketing/communications, budgeting/finance, and strategic planning in higher education; brings large-organization leadership perspective .
- Bank governance: Chair of Bank Audit & Compliance Committee; member of Asset Quality Committee—evidences audit/risk oversight experience .
- National/state academic leadership (College Board trustee; VACRAO President; regional committees) expands stakeholder and regulatory acumen .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of March 12, 2025) | 4,906 shares | Includes 1,235 shares held via affiliated accounts; includes 451 restricted shares; less than 1% of outstanding |
| Ownership guidelines | Minimum holding equal to 4x annual retainer; phased over 3 years from Jan 11, 2023 or appointment | Applies to directors; value-based threshold; no individual compliance status disclosed |
| Hedging/Pledging | Prohibited for directors | Policy-based restriction |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Acquired | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2024-06-12 | 2024-06-13 | Award (A) | 233 | 3,453 | https://www.sec.gov/Archives/edgar/data/796534/000170669824000001/0001706698-24-000001-index.htm |
| 2024-12-11 | 2024-12-12 | Award (A) | 218 | 3,671 | https://www.sec.gov/Archives/edgar/data/796534/000170669824000002/0001706698-24-000002-index.htm |
| 2025-06-11 | 2025-06-12 | Award (A) | 263 | 3,934 | https://www.sec.gov/Archives/edgar/data/796534/000170669825000003/0001706698-25-000003-index.htm |
Governance Assessment
- Strengths
- Independent director with sustained service since 2017 and substantial committee workload at both Company (Compensation, Nominating) and Bank (Asset Quality; Chair, Audit & Compliance), indicating strong governance and risk oversight engagement .
- Consistent meeting participation (at least 75% attendance for incumbents in 2024) and broad board independence (11 of 13 independent) support board effectiveness .
- Director equity paid annually with one-year vesting and stock ownership guidelines foster alignment; anti-hedging/pledging policy reduces misalignment risk .
- No other public company directorships in past five years—low risk of interlocks/information leakage .
- Watch items / potential yellow flags
- Company has not adopted a formal written related-person transaction policy (Board reviews case-by-case). While no Johnson-specific related-party transactions are disclosed, absence of a formal policy can concern some governance investors in banking .
- Director equity is time-based (no performance-vesting), which some investors view as less performance-linked; however, director pay is typically structured this way to preserve independence .
- Compensation and shareholder signaling
- 2024 director pay for Johnson totaled $58,800 (cash $44,800; equity $14,000), aligned with disclosed program and meeting fees .
- Company say-on-pay support was 94% in 2024, indicating broad investor endorsement of pay practices (contextual governance signal; not director-specific) .
All citations: 2025 DEF 14A (published March 31, 2025): . Insider trades from SEC Form 4 links shown in table.