Theresa S. Lazo
About Theresa S. Lazo
Independent non-employee director of Skyline Bankshares, Inc. (SLBK), serving since the company’s inception in November 2015; age 68. Her profile emphasizes deep community engagement across education and the arts in the company’s footprint, with prior service on the boards of Grayson Bankshares/Grayson National Bank before their merger into SLBK. The Board classifies her as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skyline Bankshares, Inc. | Director (Independent) | Nov 2015–present | Member, Audit Committee (risk oversight, financial reporting, compliance) |
| Grayson Bankshares, Inc. / Grayson National Bank | Director | 2011–2016 | Legacy governance experience pre-merger into SLBK |
| Galax City School Board | Board Member | 9 years (dates not specified) | Community education leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chestnut Creek School of the Arts | Director | Began 2024 (prior service 2007–2014) | Nonprofit governance in local arts ecosystem |
| Arts Council of the Twin Counties | Treasurer, Vice President, President (various) | 6-year service (dates not specified) | Civic arts leadership |
| Oak Hill Academy | Director | “Currently serves” as of 2024 proxy (not repeated in 2025 bio) | Independent school governance |
Board Governance
- Independence status: The Board determined Lazo is independent under Nasdaq rules (one of 12 independent directors out of 15 in 2025). No transactions involving her were cited in independence considerations.
- Committee assignments: Audit Committee member (committee assists with oversight of financial reporting, internal controls, and legal/regulatory compliance). Not designated as chair.
- Audit Committee activity: Committee met 5 times in 2024 (year ended 12/31/2024). No per-director attendance rates disclosed.
- Nominating structure: No standing nominating committee; the full Board (predominantly independent) conducts nominations.
- Board leadership: Independent Chair (separate from CEO).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for any SLBK director over the last 5 years (no Section 12 registrant directorships) |
| Private/nonprofit boards | Chestnut Creek School of the Arts; Arts Council of the Twin Counties; Oak Hill Academy (per 2024 proxy) |
| Interlocks (competitors/suppliers/customers) | None disclosed related to Lazo |
Expertise & Qualifications
- Community relationships and stakeholder engagement across SLBK markets via multi-year service on education and arts boards.
- Governance: Seasoned director with bank board experience (Grayson Bankshares/Grayson National Bank) prior to SLBK formation.
- Audit Committee experience; however, the company discloses no designated “audit committee financial expert” on the Audit Committee.
Compensation Structure (Framework relevant to Directors)
While specific non-employee director cash/equity amounts are not provided in the retrieved proxy sections, SLBK’s 2020 Omnibus Equity Plan governs director equity awards:
- Eligible participants include non-employee directors; annual per-director award limit: 10,000 shares.
- Minimum one-year vesting for time-based awards (exceptions for non-employee director fee/retainer awards).
- No discounted option/SAR grants; no repricing permitted.
- No dividends on unvested awards; clawback/recoupment provisions apply; plan term through March 16, 2030.
Governance Assessment
Strengths
- Independent director with nearly a decade of service since SLBK’s inception; member of the Audit Committee, supporting oversight of financial reporting and compliance.
- Majority-independent board with independent Chair; clear separation of board leadership and management roles.
- Equity plan features are shareholder-aligned (no repricing, minimum vesting, no dividends on unvested awards, clawback).
Watch-fors / RED FLAGS
- No designated “audit committee financial expert” on the Audit Committee, potentially a perceived weakness in financial expertise at the committee level.
- No standing nominating committee (full Board handles nominations); while permissible, some investors prefer formal nominating committee processes.
Notes on Missing Disclosures
- The retrieved proxy sections did not include director-specific compensation tables (cash retainers, chair fees, equity grant values or vesting) nor the security ownership table by director; therefore, we cannot quantify Lazo’s individual compensation or share ownership/pledging from the accessible excerpts. Consider reviewing the full DEF 14A filings for “Compensation of Directors” and “Security Ownership” sections for those details.