J. Robert Buchanan
About J. Robert Buchanan
Independent director since 2018 (age 73), Buchanan is a retired banker with more than 40 years of industry experience, including President/CEO/Director roles at First Region Bancshares and First Sentinel Bank (2008–2015), multiple CFO posts, controller/internal audit roles, and early-career federal bank examination work. He chairs NWPP’s ALCO and Technology Committees, serves on Audit, Risk & Compliance and Executive Committees, and is designated an “audit committee financial expert” by the Board. The Board classifies him as independent; executive sessions are held periodically without management, and each director attended >75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Region Bancshares & First Sentinel Bank | President, Chief Executive Officer, Director | 2008–2015 | Led community banking operations; governance oversight |
| National Bankshares, Inc.; National Bank of Blacksburg; Premier Bankshares Corporation | Chief Financial Officer | Not specified | Financial leadership and reporting expertise |
| Dominion Bank of Middle Tennessee | Controller and Internal Auditor | Not specified | Internal control and audit |
| Virginia Tech | Internal Auditor | Not specified | Audit function |
| Office of the Comptroller of the Currency (Fifth National Bank Region) | Assistant Bank Examiner | Early career | Regulatory examination experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Board Governance
| Item | Details |
|---|---|
| Independence status | Board determined Buchanan is independent (all members except Asbury and Kiser) |
| Committee memberships | Chair: ALCO; Chair: Technology; Member: Audit, Risk & Compliance; Member: Executive |
| Audit expertise | Board determined Buchanan qualifies as an “audit committee financial expert” |
| Attendance | 12 Board meetings in 2024; each incumbent director attended >75% of Board and committee meetings; Executive Committee met 2x; Technology Committee met 4x; Audit, Risk & Compliance met 4x |
| Executive sessions | Board holds executive sessions periodically without CEO |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director fees earned or paid in cash ($) | $23,350 | $22,600 |
- Fee structure: monthly Board retainer $1,000 for non-employee directors; Chair $1,300; Executive Committee monthly retainer $300; per-meeting fees: Chairs $250, members $200 per committee meeting .
Performance Compensation
- No equity or performance-based director compensation disclosed (no RSUs, PSUs, options, or performance metrics for directors) .
Other Directorships & Interlocks
| Company | Role | Public company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No current external public company board roles disclosed |
Expertise & Qualifications
- 40+ years in banking; prior CEO/Director and CFO roles across regional banks .
- Audit committee financial expert designation; deep financial reporting and internal audit background .
- Chairs ALCO and Technology Committees—engaged in interest rate, liquidity, and cyber/technology oversight .
- Independent director; engaged Board processes and periodic executive sessions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| J. Robert Buchanan | 4,100 | <1% | Based on 23,615,747 shares outstanding (3/26/2025) |
- Policy alignment: Insider Trading Policy prohibits hedging, short sales, and pledging of company stock (positive governance control) .
- No director stock ownership guidelines disclosed; no options or deferred equity for directors disclosed .
Governance Assessment
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Positives
- Independent status; designated audit committee financial expert; chairs key risk/tech oversight committees—supports Board effectiveness in risk, liquidity, interest rate, and cybersecurity domains .
- Strong attendance culture (>75% for all incumbents); structured committee cadence; periodic executive sessions enhance independent oversight .
- Policy upgrade from 2024 to 2025: Insider Trading Policy prohibiting hedging/pledging improves alignment and reduces risk; 2024 noted absence of anti-hedging policy, now addressed .
- Shareholder support signal: ~99% approval on 2024 say-on-pay, indicating investor confidence in compensation governance broadly .
-
Potential Red Flags / Watch Items
- Director compensation is entirely cash, with no equity-based grants; limited direct ownership (4,100 shares, <1%) may temper “skin-in-the-game” alignment versus large concentrated holders, though policy prohibits hedging/pledging .
- Related party transactions framework: no formal policy; Board reviews on a case-by-case basis; monitor for any transactions involving directors (none flagged for Buchanan; one director had late Section 16 filings) .
- Ownership concentration in other directors (e.g., White 23.8%, Keene 19.23%) warrants ongoing vigilance for potential influence dynamics; not specific to Buchanan but relevant to overall governance context .
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Overall: Buchanan’s technical banking and audit expertise, committee leadership, and independence profile support Board effectiveness in a risk-centric community banking environment; alignment is policy-led rather than equity-driven. Maintain focus on continued transparency in related-party oversight and preserving rigorous committee independence .