Beth R. Worrell
About Beth R. Worrell
Beth R. Worrell (age 51) is Executive Vice President and Chief Risk Officer of Skyline National Bank (SLBK) since January 2019; she is a CPA with B.A. in Mathematics and B.S. in Business (Accounting) from Emory & Henry College, and previously worked as an independent consultant to community banks and as a shareholder at a large regional public accounting firm focused on banking . Company performance context: Q3 2025 net income was $4.076M (vs. $1.057M in Q3 2024), ROAA 1.25%, ROAE 16.13%, and tangible book value per share rose to $16.06 (from $13.62 Dec-2024) . SLBK had 5,651,704 common shares outstanding as of Nov 12, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community banks in VA/NC | Independent consultant (outsourced audit, credit review, compliance) | Not disclosed | Strengthened risk, audit and compliance capabilities for community banks |
| Large regional public accounting firm | Shareholder focusing on community banks | Not disclosed | Deepened banking audit and advisory expertise; industry-specialist experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Chestnut Creek School of the Arts | Treasurer | Current (years not disclosed) |
| Willing Partners, Inc. | Treasurer | Current (years not disclosed) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 189,000 | 204,000 |
| Annual Cash Bonus ($) | 40,000 | 42,500 |
| All Other Compensation ($) | 7,560 (401k match/discretionary) | 8,160 (401k match/discretionary) |
| Total ($) | 236,560 | 367,660 |
Performance Compensation
| Incentive Type | Grant Date | Shares/Units | Grant-Date Fair Value per Share | Award Fair Value ($) | Metric Basis | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Awards (RS) | 03/28/2024 | 10,000 | 11.30 | 113,000 | Time-based; no disclosed performance hurdles | Not disclosed | Not disclosed | Not disclosed | N/A | 20% on 12/15 annually, 2024–2028 |
| Restricted Stock Awards (RS) | 02/18/2022 | Not disclosed (unvested 800 as of 12/31/2024) | Not disclosed | Market value of unvested $9,744 (12/31/2024) | Time-based; no disclosed performance hurdles | Not disclosed | Not disclosed | Not disclosed | N/A | 20% on 12/15 annually, 2022–2026 |
| Stock Options | — | — | — | — | No stock options granted or outstanding | — | — | — | — | None granted in 2024; none outstanding at 12/31/2024 |
Vesting cadence and potential sell-pressure dates:
- 2024 RS: 2,000 shares vest each Dec 15 from 2025–2028 (20% of 10,000) .
- 2022 RS: vests 20% on Dec 15 through 2026 (remaining unvested shares were 800 at 12/31/2024) .
Insider Trading Policy implications:
- Vesting is permitted; market sales are subject to blackout periods and MNPI restrictions. Hedging, short sales, margin accounts, and pledging Company securities are prohibited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned directly/indirectly | 6,100 shares; includes 900 jointly with spouse |
| Unvested stock awards | 8,800 shares |
| Total beneficial + unvested | 14,900 shares |
| Ownership % of outstanding | <1% (company-wide basis) |
| Pledged shares | None disclosed; pledging prohibited by policy |
| Hedging | Prohibited (no puts/calls/short sales/derivatives) |
| Blackout windows | 5 business days before quarter-end until first full business day after earnings release; plus event-specific restrictions |
Employment Terms
| Provision | Terms |
|---|---|
| Role | EVP & Chief Risk Officer since Jan 2019 |
| Change in Control Agreement | Entered 06/01/2019; amended 05/26/2022 to evergreen such that the extended term is two years, auto-extended each Dec 31 unless either party elects not to extend |
| CIC Severance | If terminated without Cause or for Good Reason within 12 months post-CIC, cash severance equal to 2x annualized base salary; subject to release and restrictive covenants |
| Non-compete / Non-solicit | 12 months post-termination under CIC agreement |
| SERP | Lifetime benefit of $60,000 per year, payable monthly beginning at later of separation or age 65; fully vests upon Change in Control per SERP agreement |
| 2021 CIC extension | Board extended CIC agreements for certain officers, including Ms. Worrell, from May 31, 2021 to May 31, 2022 (historical) |
Compensation Committee Analysis
- Compensation program components: base salary, annual cash bonuses, time-based restricted stock awards, and long-term benefits (pension/SERP); 401(k) participation .
- Committee process: reviews mix and competitiveness; considers Company financial/operating performance, executive responsibilities/goal achievement, historical levels, and market data; engages Pearl Meyer & Partners, LLC as independent compensation consultant .
- Committee composition (FY 2024): J. Howard Conduff (Chair), Bryan L. Edwards (Vice Chair), Thomas M. Jackson Jr., Jacky K. Anderson, Frank A. Stewart; meetings held three times in 2024 .
Compensation Structure Observations
- Shift in cash vs equity: Ms. Worrell received $113,000 of RS awards in 2024 after no equity grants in 2023, increasing equity-linked compensation year over year .
- Risk alignment: RS awards are time-based with multi-year vesting; absence of stock options reduces leverage/risk; no disclosed PSUs or quantitative performance hurdles in equity .
- Clawbacks/tax gross-ups: Not disclosed in available filings; insider trading policy is robust (hedging/pledging ban) .
Performance & Track Record
- Company operating performance snapshot (Q3 2025): Net income $4.076M; ROAA 1.25%; ROAE 16.13%; adjusted metrics also reported; weighted average shares ~5.585M .
- Capital/ownership context: Tangible equity and book value improved; common shares outstanding 5,651,704 as of Nov 12, 2025 .
Investment Implications
- Alignment: Time-vested RSUs and prohibition of hedging/pledging support alignment, but lack of disclosed performance-vest equity (PSUs) limits pay-for-performance linkage; annual bonuses are performance-informed but without disclosed metric targets/weights .
- Event risk: CIC terms provide 2x base salary severance and SERP full vesting upon Change in Control, potentially elevating executive retention through evergreen two-year protection while creating incremental cost in a sale scenario .
- Supply/flow dynamics: Annual RS vest dates (Dec 15) of approximately 2,000 shares per year from the 2024 grant may create periodic selling pressure windows subject to blackout/MNPI constraints; 2022 grant continues vesting through 2026 under time-based schedule .
- Governance: Independent comp consultant (Pearl Meyer) and formal committee oversight are positives; no stock options outstanding reduces repricing risk .