Hunter Craig
About Hunter E. Craig
Independent director at Virginia National Bankshares Corporation (VABK); age 64; director of the holding company since 2020 and co-founder/director of Virginia National Bank since its formation in 1998. President of Hunter E. Craig Co. and principal real estate broker at Georgetown Real Estate since 1991. Served on the University of Virginia Board of Visitors (2010–2014). Provides deep real estate and local-market expertise and extensive community ties in Charlottesville, VA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunter E. Craig Co. | President | Ongoing | Real estate operator; local market connectivity |
| Georgetown Real Estate | Principal Broker | Since 1991 | Brokerage leadership |
| University of Virginia | Board of Visitors | 2010–2014 | University governance |
| Virginia National Bank | Director, Co‑founder | Since 1998 | Bank board leadership |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| University of Virginia | Board of Visitors | Public university board | Completed prior service; non-corporate role |
Board Governance
- Committee assignments: Audit and Compliance Committee member (Audit Committee) .
- Committee chair roles: None; Audit Committee chaired by Jay B. Keyser; Compensation chaired by John B. Adams Jr.; Corporate Governance chaired by Randolph D. Frostick .
- Independence: Board determined Craig is independent under Nasdaq standards; lease payments to/from entities he controls were evaluated and deemed not impairing independence .
- Attendance and engagement: Board met 10 times in 2024; each incumbent director attended at least 75% of board and committee meetings; nine directors attended the 2024 Annual Meeting .
- Audit Committee activity: Met five times in 2024; Craig listed among members signing the Audit Committee report .
Fixed Compensation
| Year | Cash Fees (Retainer/Committee) | Equity Grants (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $40,045 | $44,955 | $85,000 |
- 2024 director equity grant detail: restricted stock award of 1,496 shares to each non-employee director (except one director); Craig included in this cohort .
Performance Compensation
| Item | Detail |
|---|---|
| Equity award type | Restricted stock; directors receive annual restricted stock awards (no RSUs/PSUs disclosed for directors) |
| Shares granted in 2024 | 1,496 shares (grant to non-employee directors) |
| Vesting/performance metrics | No performance metrics disclosed for director equity awards; the company’s plan permits performance-based awards, but director grants are presented only as restricted stock with no stated performance conditions |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| University of Virginia | Academic | Board of Visitors (2010–2014) | None indicated with VABK operations |
No current public company directorships disclosed for Craig; no shared public-company board seats flagged with VABK competitors, suppliers, or customers .
Expertise & Qualifications
- Real estate operator and broker; co-founder of the Bank; extensive local business and community relationships in Charlottesville .
- Board brings market knowledge and community connectivity; not designated the Audit Committee financial expert (Keyser is) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Pledged Shares | Options (Exercisable within 60 days) | Unvested Restricted Stock |
|---|---|---|---|---|---|
| Hunter E. Craig | 240,387 | 4.45% | 227,407 | 3,937 | 3,743 |
- Ownership alignment: meaningful stake (4.45%) supports skin-in-the-game; however, substantial pledging (227,407 shares) introduces forced-sale risk in adverse markets (RED FLAG) .
- Company hedging policy: the Company states it has no policies regarding instruments that hedge or offset decreases in the market value of its stock (governance gap) .
Governance Assessment
- Independence and committee role: Independent director serving on Audit Committee; independence affirmed despite lease payments with entities he controls, which the Board evaluated under Nasdaq standards (mitigates perceived conflicts) .
- Attendance: Meets engagement threshold (≥75% attendance); active in Audit Committee work (five meetings in 2024) .
- Compensation mix: 2024 pay ~47% cash ($40,045) and ~53% equity ($44,955), indicating balanced cash/equity alignment; annual director grants in restricted stock create ongoing ownership exposure .
- Related-party and conflict signals:
- Board explicitly considered lease payments to/from entities controlled by Craig in independence determination (monitor for ongoing related-party exposure) .
- Large share pledging (227,407) is a material red flag for potential misalignment and liquidity/creditor risk, particularly for an Audit Committee member .
- Company reports no anti-hedging policy, another alignment concern for investors .
- Compliance signal: Administrative error led to one-day late Form 4 filings for all directors, including Craig, for a single transaction (minor process lapse; low materiality) .
- Compensation governance: Director equity awards are restricted stock; no disclosed performance metrics or director-specific ownership guidelines (lack of disclosed guidelines is a governance gap) .
RED FLAGS
- Shares pledged as collateral: 227,407 pledged (significant) .
- No anti-hedging policy disclosed at the company level .
- Ongoing related-party exposure via leases with entities controlled by Craig (Board reviewed; independence maintained) .
Positive Signals
- Independent status affirmed under Nasdaq; Audit Committee composed entirely of independent directors .
- Consistent meeting participation and committee engagement .
- Balanced director pay with equity component fosters alignment .
Notes for Portfolio Managers
- Monitor any updates to related-party leasing arrangements and disclosures; request clarity on amounts if crossing Item 404 threshold in future filings .
- Engage on anti-pledging and anti-hedging policies; advocate for adoption of robust director ownership and pledge restrictions .
- Confirm whether director equity grants adopt any performance conditions or remain purely time-based; current disclosure suggests time-based restricted stock without metrics .
Source Citations
All facts above are drawn from VABK’s 2025 DEF 14A (May 30, 2025) with citations inline: .