Gregory Wells
About Gregory L. Wells
Independent Business Advisor; age 68; director of Virginia National Bankshares Corporation (the “Company”) since its 2013 incorporation and director of Virginia National Bank since 2012. Former CEO of ACAC Fitness and Wellness Centers (2006–2020), with prior executive roles at Mailing Services of Virginia (CEO/owner) and Centel Corporation; the Board cites his finance, strategic planning, operations, business development, marketing, and HR leadership as core qualifications. Wells is classified as an independent director under Nasdaq standards. He currently serves on the Audit & Compliance Committee and the Joint Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACAC Fitness and Wellness Centers | Chief Executive Officer | 2006–2020 | Led multi-state operations; CEO experience cited as qualification |
| Mailing Services of Virginia | CEO and Owner | Prior to 2006 (dates not specified) | Leadership and operating experience |
| Centel Corporation (former) | Executive positions (titles not specified) | Not disclosed | Corporate experience in telecom/services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PT@ACAC (JV of Legacy Management, Inc. and Sentara Martha Jefferson Hospital) | Board Member | Not disclosed | Healthcare/fitness JV governance exposure |
Board Governance
- Committees: Audit & Compliance Committee member; Joint Compensation Committee member; not listed as chair. Audit Committee met 5 times in 2024; Compensation Committee met 3 times.
- Independence: Board determined Wells is independent under Nasdaq standards (8 of 10 directors independent).
- Attendance: The Board met 10 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; nine directors attended the 2024 Annual Meeting.
- Board leadership/risk oversight: CEO and Chair roles separated; risk oversight primarily through committees with reporting to the full Board.
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 40,045 | Not separately disclosed | Not disclosed | 40,045 |
Notes:
- Director equity compensation is shown in Performance Compensation below. Wells’ 2024 mix was ~47% cash ($40,045) and ~53% equity (grant-date fair value $44,955) based on the director compensation table.
Performance Compensation
| Year | Equity Type | Grant Size (shares) | Grant-Date Fair Value ($) | Vesting Terms | Unvested at 12/31/24 |
|---|---|---|---|---|---|
| 2024 | Restricted Stock | 1,496 | 44,955 | Not specified in proxy (time-based) | 3,743 shares |
| Prior awards | Stock Options | — | — | Not detailed for directors in 2024 | 3,937 options unexercised |
Plan terms relevant to directors:
- Clawback: All awards subject to recoupment as required by law/listing standards; forfeiture possible upon termination for cause.
- Minimum vesting: At least 95% of shares issued under the plan must vest ≥1 year.
- Change-in-control: If awards aren’t assumed, time-based awards vest in full; performance awards vest at greater of target or actual; double-trigger protection if assumed and later involuntary termination without cause/for good reason.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Wells in nominee biography (contrast: Ms. Houston disclosed SGRP). |
| Private/non-profit/academic boards | PT@ACAC board member (see External Roles). |
| Potential interlocks/conflicts | None disclosed for Wells; related-person transactions disclosed involve another director (Dittmar). |
Expertise & Qualifications
- Multi-site CEO/operator (ACAC) and small/mid-sized enterprise leadership; finance, strategic planning, operations, business development, marketing, HR.
- Governance experience on Audit & Compliance and Compensation Committees.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 20,806 | As of May 27, 2025; <1% of outstanding. |
| Options exercisable within 60 days | 3,937 | Included within beneficial ownership methodology. |
| Unvested restricted stock | 3,743 | As of 12/31/2024. |
| Shares pledged as collateral | Not disclosed for Wells | Pledging footnotes list others (Adams 16,662; Craig 227,407); none for Wells. |
Insider Trades & Section 16 Compliance
| Year | Item | Status |
|---|---|---|
| 2024 | Section 16(a) filings | Company states all reporting persons timely filed except each director (including Wells) had one Form 4 filed one day late due to administrative error. |
Governance Assessment
-
Positive indicators:
- Independent director with long tenure (Company director since 2013; Bank since 2012) and operating CEO background; serves on two key committees (Audit & Compliance; Compensation).
- Engagement: Board/committee attendance thresholds met (≥75% for all incumbents in 2024); multi-committee participation; presence at 2024 Annual Meeting strong at the board level.
- Alignment: Regular annual equity grants to directors; Wells received 1,496 RS shares in 2024 (grant-date FV $44,955) in addition to cash retainer, supporting equity mix (~53% equity).
- Award governance: Equity plan includes minimum vesting, no discounted options, and clawback/recoupment provisions.
-
Watch items / RED FLAGS (governance risk context):
- Hedging/derivatives policy: The Company discloses it does not currently have policies restricting hedging or derivative transactions that offset declines in the Company’s stock—an investor alignment concern (board-level, not specific to Wells).
- Share pledging: Significant pledging disclosed by other directors (Adams, Craig); no pledging footnote for Wells, but peer pledging elevates governance risk.
- Section 16 timeliness: Minor compliance lapse—one late Form 4 (one day) for each director in 2024 due to administrative error, including Wells.
- Related-party transactions: Disclosed with board chair (Dittmar) related lease payments; Wells not named, but overall board RPT exposure warrants monitoring.
Notes on non-disclosed items:
- No director-specific performance metrics for equity, severance, or change-in-control cash provisions apply to Wells (these are executive employment items). The equity plan’s CIC/clawback terms apply to director equity awards.
- No separate director stock ownership guidelines were disclosed; beneficial ownership and plan-based equity provide alignment.