Jay Keyser
About Jay B. Keyser
Independent director (age 68) serving since 2021; currently executive with the William A. Hazel Family Office after serving as its chief executive (2015–2024). Prior roles include CEO and board member of William A. Hazel, Inc. (site construction) and 26 years in finance roles including CFO at that entity. Designated “audit committee financial expert” and chair of the Audit & Compliance Committee. Tenure on VABK’s board since April 2021 (prior service at Fauquier Bankshares and The Fauquier Bank, 2009–2021).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William A. Hazel Family Office | Chief Executive (2015–2024); Executive (current) | 2015–present | Oversight of family office operations and investments |
| William A. Hazel, Inc. | CEO and Board Member | Jun 2008–Dec 2014 | Led site construction company; previously served as CFO and other finance roles over 26 years |
| Fauquier Bankshares, Inc. / The Fauquier Bank | Director | 2009–Mar 2021 | Banking board experience in predecessor institutions to VABK |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No current or prior public company directorships disclosed for Keyser in last five years |
Board Governance
- Committee assignments: Audit & Compliance Committee chair (Keyser, Frostick, Craig, Houston, Strange, Wells); Compensation (Adams chair, Carter, Frostick, Houston, Wells); Corporate Governance (Frostick chair, Dittmar, Houston, Strange). Keyser is “independent” under Nasdaq standards and designated an audit committee financial expert. Audit Committee met five times in 2024.
- Attendance: 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.
- Election support: 2024 shareholder votes for Keyser: 3,531,758.88 for; 62,666 withheld; 898,061 broker non-votes.
- Board leadership: CEO and Chair roles separated; non-executive chairman (Dittmar) and non-executive vice chairman (Adams).
- Independence determination: Board determined eight of ten directors (including Keyser) are independent under Nasdaq.
Fixed Compensation
| Component | 2024 Amount ($) | Details |
|---|---|---|
| Annual cash retainer | 40,045 | Paid for service on Company and Bank boards |
| Committee/meeting fees | Not separately disclosed | Cash reported as retainer; specific meeting/committee fees not itemized |
| Total cash | 40,045 | Sum of cash fees |
Performance Compensation
| Equity Component | 2024 Grant | Grant-Date Fair Value ($) | Unvested at 12/31/2024 | Vesting/Performance Metrics |
|---|---|---|---|---|
| Restricted stock | 1,496 shares | 44,955 | 3,661 shares | No performance metrics disclosed for director awards; vesting terms not specified in proxy |
- Equity plan structure: Amended and Restated 2022 Stock Incentive Plan authorizes options, restricted stock, RSUs, and other stock-based awards; includes 95% minimum one-year vesting, no discounted options, no liberal share recycling, clawback/recoupment compliance. Director annual award limit 10,000 shares.
- Change-in-control: If awards are not assumed, time-based awards become fully vested; performance awards vest at greater of target or actual. If assumed, double-trigger acceleration upon involuntary termination without cause or for good reason in connection with change in control.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No related-party transactions disclosed involving Keyser above $120,000 threshold; general related party dealings exist for other directors (e.g., Dittmar lease), but not for Keyser. |
Expertise & Qualifications
- Financial management and oversight: Former CFO and CEO in construction sector; current family office executive; designated audit committee financial expert and chair, indicating deep financial controls and reporting expertise.
- Real estate and trust management: Manager of real estate ventures and trustee of several trusts, adding property and fiduciary expertise relevant to bank risk oversight.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 16,184 shares | Includes 3,033 shares in revocable trust (shared voting with spouse) and 6,168 shares in an LLC (sole voting/dispositive power) |
| Ownership % of shares outstanding | <1% | Star footnote indicates less than 1%; shares outstanding: 5,391,979 as of May 27, 2025 |
| Unvested restricted stock | 3,661 shares | As of December 31, 2024 |
| Options (exercisable within 60 days) | None disclosed | Options within 60 days listed for other directors; not for Keyser |
| Pledged shares | None disclosed for Keyser | Pledging disclosed for Adams (16,662) and Craig (227,407); not for Keyser |
| Hedging/derivatives policy | No anti-hedging policy | Company states no policies to hedge or offset decreases in market value |
Insider Trades and Reporting
| Item | Detail |
|---|---|
| Section 16(a) compliance | Administrative error led to one late Form 4 filing for each director (including Keyser), one transaction, one day beyond deadline in 2024. |
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of executive compensation (2024) | 3,322,994.09 | 187,743.00 | 83,687.79 | 898,061.00 |
Governance Assessment
- Positives: Independent director; Audit & Compliance Committee chair and designated financial expert; strong election support in 2024; no pledged shares; no related-party transactions disclosed involving Keyser; plan-level clawback compliance; separation of CEO and Chair roles.
- Cautions/RED FLAGS:
- No anti-hedging policy disclosed, which may weaken alignment safeguards common at peer institutions.
- Board reviews related-party transactions as a matter of practice without a formal written policy, increasing process risk.
- One-day late Form 4 due to administrative error; minor but notable for control environment.
- Director stock ownership guidelines not disclosed; cannot assess compliance/alignment targets.
- Engagement: Audit Committee met five times; board met ten times; each director attended at least 75% of meetings, indicating baseline engagement; Keyser led Audit Committee report dated March 26, 2025.
Notes
- Director compensation is delivered via cash retainers and time-based restricted stock; no director performance metrics for equity awards are disclosed.
- The equity plan includes robust governance features (minimum vesting, clawbacks, no discounted options) and double-trigger acceleration protections for assumed awards.