A. Melissa Gentry
About A. Melissa Gentry
A. Melissa Gentry (age 60) is an independent director of Skyline Bankshares, Inc. (SLBK) and has served on the Company’s board since June 2016 after being appointed to the Cardinal Bankshares board in April 2016 prior to the merger into Skyline . She is Chief Financial Officer of Shelor Motor Mile, Inc., overseeing finance and accounting for 31 affiliated entities spanning auto retail, finance, insurance, real estate, construction, restaurants, retail, hotels, agriculture, motorsports and professional sports, with approximately $425 million in annual revenues and over $200 million in inventories and properties; she is a Virginia Tech graduate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Bankshares Corp. | Director | Appointed April 2016 (pre-merger) | Joined Skyline board June 2016 via merger integration |
External Roles
| Organization | Role | Status |
|---|---|---|
| New River Valley Health Foundation | Director | Current |
| Friends of Calfee Park | Director | Current |
| Carilion New River Valley Medical Center | Director | Prior service |
| Pulaski County Sports Tourism Entertainment Authority (STEA) | Inaugural Board Member | Appointed in 2024 |
Board Governance
- Independence: The board determined Ms. Gentry is independent under Nasdaq standards .
- Committee assignments:
- Audit Committee Vice Chair; members are all independent (Frank A. Stewart, Chair; A. Melissa Gentry, Vice Chair; T. Mauyer Gallimore; Theresa S. Lazo; John Michael Turman) .
- Not listed on the Compensation Committee (members: J. Howard Conduff, Chair; Bryan L. Edwards, Vice Chair; Jacky K. Anderson; Thomas M. Jackson, Jr.; Frank A. Stewart) .
- Committee activity: Audit Committee met five times in 2024; Compensation Committee met three times in 2024 .
- Audit Committee financial expert: Company has not designated an “audit committee financial expert,” citing limited local availability; board asserts current members possess requisite financial understanding .
- 2025 shareholder support: In the May 20, 2025 election, Ms. Gentry received 2,971,780 votes “For” and 110,348 “Withhold” (broker non-votes 891,988) .
Fixed Compensation
Director cash compensation design and Ms. Gentry’s 2024 results.
| Item | Amount/Terms | Source |
|---|---|---|
| 2024 Board cash fees – Chairman | $1,000 per meeting + $400 monthly retainer | |
| 2024 Board cash fees – Vice Chairman | $900 per meeting + $350 monthly retainer | |
| 2024 Board cash fees – Other Directors | $750 per meeting + $300 monthly retainer; $400 per committee meeting | |
| 2025 Change (effective Feb 2025) – Chairman | $2,400 monthly retainer; $400 per committee meeting; no per-meeting board fee | |
| 2025 Change – Vice Chairman | $2,200 monthly retainer; $400 per committee meeting; no per-meeting board fee | |
| 2025 Change – Other Directors | $2,000 monthly retainer; $400 per committee meeting; no per-meeting board fee | |
| Ms. Gentry 2024 Fees Earned (cash) | $26,463 | |
| Ms. Gentry 2024 Total Director Compensation | $38,643 (includes stock award below) |
Implication: The 2025 shift from per-meeting fees to a larger fixed retainer increases predictability and reduces meeting-driven variability in cash pay .
Performance Compensation
Annual equity for non-employee directors and Ms. Gentry’s 2024 grant.
| Grant Detail | Terms | Value/Quantity | Source |
|---|---|---|---|
| 2024 Annual Stock Award (non-employee directors) | Granted Dec 31, 2024; immediately vested | 1,000 shares per non-employee director; 1,500 for Chairman | |
| Grant-date Fair Value | Based on $12.18 per share closing price on grant date | $12,180 per director (1,000 x $12.18); $18,270 for Chairman | |
| Ms. Gentry 2024 Stock Award Value | $12,180 | 1,000 shares granted and vested |
No performance-conditioned director awards (e.g., PSUs) or options were disclosed for directors in 2024 .
Other Directorships & Interlocks
- Public company boards: “No director is or has been a director during the preceding five years of any company with a class of securities registered pursuant to Section 12 of the Exchange Act.” This indicates no other current public company directorships or interlocks disclosed for Ms. Gentry .
Expertise & Qualifications
- Financial and operational expertise: CFO experience across 31 entities in diversified sectors with material scale ($425M revenues; >$200M inventories/properties) supports proficiency in financial oversight and risk assessment .
- Audit oversight: Serves as Vice Chair of the Audit Committee; committee members deemed independent, with five meetings held in 2024 .
- Education: Virginia Tech (bachelor’s) .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested Awards | As-of Date | Notes |
|---|---|---|---|---|
| A. Melissa Gentry | 7,700 | – | March 25, 2025 | From Company ownership table |
| Total Shares Outstanding | 5,651,704 | – | March 25, 2025 | Shares outstanding as of March 25, 2025 |
Alignment policies and restrictions:
- Company Insider Trading Policy prohibits holding company securities in margin accounts or pledging securities as collateral, and prohibits hedging or monetization transactions in Company stock—reducing alignment risks from pledging/hedging by insiders, including directors .
Governance Assessment
- Signals of effectiveness and alignment:
- Independent director with CFO background and Audit Committee Vice Chair role suggests relevant financial oversight experience; Audit Committee met five times in 2024, indicating active engagement .
- Strong shareholder support in 2025 director election (2,971,780 For vs. 110,348 Withhold) supports investor confidence in her continued service .
- Policy-level prohibitions on hedging/pledging reduce misalignment risk from insider financing practices .
- Watch items / potential red flags:
- Company has not designated an “audit committee financial expert,” which can be viewed as a governance risk factor for a bank despite board assertions about member capabilities .
- No director attendance rates disclosed; continued monitoring for attendance/engagement metrics in future filings is advisable [Search yielded none in 2025 proxy].