Dr. J. Howard Conduff, Jr.
About Dr. J. Howard Conduff, Jr.
Independent director of Skyline Bankshares, Inc. since the company’s inception in November 2015; age 66. A private practice dentist based in Floyd, Virginia, Conduff previously served for many years as a director of Cardinal Bankshares Corp. and the Bank of Floyd, representing a third-generation family member on the Cardinal board. He holds degrees from the Virginia Military Institute (VMI) and the MCV School of Dentistry, and is active on civic boards in the bank’s market area. Core credential on the board: Chair of the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Bankshares Corp. | Director | Many years (pre-2016) | Substantial banking experience through long board service |
| Bank of Floyd | Director | Many years (pre-2016) | Third-generation family presence; community and banking insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private dental practice (Floyd, VA) | Owner/Dentist | Ongoing | Local business operator in core market |
| Various civic boards in bank’s market | Community leader/board member | Ongoing | Community relationships and stakeholder engagement |
Board Governance
| Governance Item | Status/Detail |
|---|---|
| Independence | Determined independent under Nasdaq listing standards |
| Committee Assignments | Compensation Committee Chair; not listed as Audit member |
| Board Structure | Separate Chair (independent) and CEO roles |
| Nominating Committee | No standing nominating committee; full board performs nominations |
| Audit Committee “Financial Expert” | None designated (rural market constraint noted) |
| Board/Committee | 2024 Meetings | Conduff Role |
|---|---|---|
| Compensation Committee | 3 | Chair |
| Audit Committee | 5 | Not a member |
Implications:
- As Compensation Committee Chair, Conduff directly influences executive and broad employee pay frameworks, a key oversight locus for risk in community banks. The absence of a separate nominating committee concentrates governance responsibilities at the full board level. The board’s independent chair structure is a positive counterbalance.
Fixed Compensation
- The proxy sections accessed do not specify director cash retainers or meeting fees for non-employee directors; compensation oversight for executives resides with the Compensation Committee chaired by Conduff.
Performance Compensation
Director equity eligibility and plan governance features under the 2020 Equity Incentive Plan (applies to non-employee directors):
| Feature | Detail |
|---|---|
| Eligible participants | Key employees and non-employee directors |
| Award types | Stock options (ISO/NQ), RSUs, restricted/other stock awards, SARs |
| Annual limit (non-employee director) | Max 10,000 shares per director per calendar year |
| Minimum vesting | At least 1 year for time-based awards; exception allowed for director fee/retainer stock |
| No discounted options/repricing | Exercise price ≥ fair market value; repricing prohibited |
| Dividends on unvested awards | Prohibited until vesting |
| Clawback/recoupment | Awards subject to any company clawback policy or legal requirement |
| Tax treatment (summary) | Options/RSUs/stock awards taxed per standard rules; company deduction corresponding to participant income |
| Plan term | No grants after March 16, 2030 |
Implications:
- Equity plan design aligns with governance best practices (no repricing, dividend deferral, clawback coverage, director award caps), supporting investor confidence in pay discipline overseen by Conduff’s committee.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current/Recent public company boards (last 5 years) | None for any SLBK director; reduces interlock and time-commitment concerns |
Expertise & Qualifications
- Banking/governance experience via long-tenured directorships at Cardinal and Bank of Floyd; provides continuity and local market knowledge for a community bank.
- Professional/technical background: VMI and MCV School of Dentistry; private practice business management experience; extensive community leadership through civic boards.
- Governance role: Compensation Committee Chair (key for aligning pay and risk).
Equity Ownership
- Director-by-director beneficial ownership breakdown was not available in the accessible sections of the 2025 proxy reviewed; thus no quantified ownership/pledging assessment can be made from these excerpts.
Governance Assessment
Strengths
- Independent director; Chair of Compensation Committee with a shareholder-friendly equity plan framework (no repricing, dividend deferral, clawback, director award caps).
- Independent board chair and separation of CEO/Chair roles enhance oversight.
- No other public company board seats in last five years, limiting potential interlocks and overboarding risk.
Watch-fors / Potential Red Flags
- No designated Audit Committee financial expert; while common for smaller community banks, it can be a concern for financial reporting oversight.
- No standing nominating committee; director nominations handled by full board, which may dilute accountability for refreshment and diversity (mitigated by predominantly independent board).
- Independence review cited related considerations for other directors (Reece consulting; Anderson prior CEO role) but not Conduff; nonetheless, continued monitoring of related-party disclosures is prudent.
Notes on Attendance and Voting
- Committee meeting counts disclosed (Compensation: 3; Audit: 5) but individual attendance rates are not provided in the accessible sections reviewed.