Norman V. Fitzwater, III
About Norman V. Fitzwater, III
Independent director of National Bankshares, Inc. (NKSH), age 74, serving on the Company’s Board since 2017 (joined the Bank’s Board in 2013). Retired in 2019 as President/owner of Fitzwater, Inc. d/b/a A Cleaner World Dry Cleaners; prior leadership roles in Shenandoah Furniture and Perfection Furniture. Recognized community leader: President of the Blacksburg Hokie Club since 1995, raised over $900,000 for Virginia Tech athletics; member of the Blacksburg Partnership; 2020 Lifetime Hall of Fame Achievement Award from the Montgomery County Chamber of Commerce. Determined independent by the Board under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fitzwater, Inc. d/b/a A Cleaner World Dry Cleaners | President & Owner | Retired 2019; Blacksburg location opened 1992 | Operated for over 30 years in Blacksburg/Virginia Tech community, contributing small business perspective |
| Shenandoah Furniture | Vice President | Prior to 1992 | Custom furniture upholstery business experience |
| Perfection Furniture | Vice President | Prior to 1992 | Custom furniture upholstery business experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blacksburg Hokie Club | President | Since 1995 | Led fundraising of over $900,000 for VT athletic scholarships/facilities |
| Blacksburg Partnership | Member | Not disclosed | Business development organization involvement |
| Montgomery County Chamber of Commerce | Honoree | 2020 | Lifetime Hall of Fame Achievement Award |
Board Governance
- Independence: Board determined all directors except the CEO (Denardo) and an employee director (Ramsey) are independent under Nasdaq; Fitzwater is independent.
- Committees: Audit Committee member (Chair: Lawrence J. Ball; Ball designated “audit committee financial expert”); met 4 times in 2024. Risk Committee member (Chair: Dr. Mary G. Miller); met 2 times in 2024.
- Attendance: Board meets monthly; 12 regular and 2 special meetings in 2024. All incumbent directors attended at least 75% of Board and committee meetings; 11 of 12 directors attended the 2024 Annual Meeting.
- Board leadership: Combined Chair/CEO; Vice Chairman/Lead Director is Charles E. Green since May 2019 (independent leadership for executive sessions).
- Tenure/classification: Class 2 director; nominated to serve a term expiring at the 2028 Annual Meeting. Company bylaws: directors reaching age 75 are ineligible for re-nomination at the expiration of the term during which they turn 75 (succession planning implication).
Fixed Compensation
Board compensation framework and 2024 realized amounts:
| Component | 2024 Terms/Amount |
|---|---|
| Annual retainer | $30,000 (of which $14,000 paid in equity as time-based restricted stock) |
| Board meeting fee | $2,000 per regular or special meeting attended |
| Committee meeting fee | $800 per committee meeting, unless concurrent with a regular Board meeting |
| 2024 Director Compensation – N.V. Fitzwater, III | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 44,800 | As reported in the Directors Compensation Table |
| Stock Awards (grant-date fair value) | 14,000 | Time-based restricted stock; see details below |
| Other | — | None reported |
| Total | 58,800 | Sum of cash fees and stock awards |
Performance Compensation
Director equity grant details (time-based, no performance conditions):
| Award Type | Grant Month | Shares | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Restricted Stock (time-based) | June 2024 | 233 | Vests on one-year anniversary of grant date | Part of $14,000 total equity value |
| Restricted Stock (time-based) | December 2024 | 218 | Vests on one-year anniversary of grant date | Part of $14,000 total equity value |
Additional alignment policies:
- Anti-hedging and anti-pledging: Directors are prohibited from hedging or pledging Company stock; short sales and derivatives are prohibited.
- Clawback: Applies to executive officers for erroneously awarded incentive compensation upon restatement (no-fault basis).
Other Directorships & Interlocks
- Public company boards: None disclosed (no director or nominee served on another public company board in the past five years).
- Compensation Committee interlocks: None; no cross-directorships or insider participation reported.
Expertise & Qualifications
- Extensive small business ownership and operating experience (over 30 years), contributing practical perspectives on customer service, local market dynamics, and operations to the Board.
- Community leadership and fundraising track record (Blacksburg Hokie Club; Partnerships), providing regional network and stakeholder engagement insights.
- Risk oversight engagement via Board Risk Committee membership.
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned (March 12, 2025) | 9,156 |
| Percentage of class | <1% (star denotes less than 1%) |
| Restricted shares included | 451 (subject to vesting and restrictions; votable) |
| Jointly owned with spouse | 7,500 shares |
| Affiliated/custodial/trust holdings | 750 shares |
Ownership policy:
- Director stock ownership guideline: Minimum market value at least 4x the annual retainer; phased in over 3 years from January 11, 2023 or director start date. Compliance status for individual directors is not disclosed.
Section 16 compliance:
- The Company reports directors and executive officers complied with Section 16(a) filings in the past fiscal year, except for a late Form 4 for Mr. Sweet and an amended Form 3 for Ms. Smith; no issues noted for Mr. Fitzwater.
Governance Assessment
- Positives: Independent director serving on Audit and Risk Committees; regular meeting cadence with documented attendance at or above 75%; equity component in director pay (time-based restricted stock) enhances alignment; robust anti-hedging/anti-pledging policies; clear director ownership guideline (4x retainer); personal ownership of 9,156 shares including restricted stock.
- Potential risks/considerations: Age limit policy suggests likely final eligible term (nominated through 2028) necessitating succession planning; ordinary-course credit relationships to directors are common in banking but are on market terms and did not impair independence; no related-party transactions reported for Fitzwater beyond director compensation.
- Board structure: Combined Chair/CEO mitigated by a long-standing Lead Independent Director; Audit Committee financial expertise designated to Chair (Ball), with Fitzwater contributing business acumen rather than technical accounting expertise.