John Adams, Jr.
About John B. Adams, Jr.
Non-executive vice chairman of Virginia National Bankshares Corporation and Virginia National Bank; age 80; director since 2021. Prior roles include President & CEO of Bowman Companies, Inc. (family real estate holding company), President & CEO of A. Smith Bowman Distillery (1989–2003), and director of Universal Corporation (2003–2018); chaired The National Theatre in Washington, D.C. for 39 years. Tenure includes service and chairmanship at Fauquier Bankshares and The Fauquier Bank prior to their combination with VABK. The Board deems him independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bowman Companies, Inc. | President & CEO | Not specified (current) | Real estate holding leadership, business acumen |
| A. Smith Bowman Distillery | President & CEO | 1989–2003 | Operating leadership experience |
| Universal Corporation | Director | 2003–2018 | Public company governance; tobacco industry context |
| The National Theatre (Washington, D.C.) | Chairman | 39 years | Civic leadership; cultural institution governance |
| Fauquier Bankshares / The Fauquier Bank | Director; Chairman | Director 2002–2021; Chairman 2010–2021 | Bank governance; led boards pre-combination with VABK |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bowman Companies, Inc. | President & CEO | Current | Family real estate holding company |
| Universal Corporation | Director | 2003–2018 | NYSE-listed, Richmond, VA |
| The National Theatre | Chairman | 39 years | Washington, D.C. |
| Various higher-ed foundation boards | Board service | Not specified | Institutions not named in filing |
Board Governance
- Committee assignments: Chair, Joint Compensation Committee; member roster includes Adams (chair), Carter, Frostick, Houston, Wells; three meetings in 2024. Audit Committee membership does not include Adams; Corporate Governance Committee membership does not include Adams.
- Independence: Board determined Adams is independent under Nasdaq standards (8 of 10 directors independent).
- Attendance: Board met 10 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings on which they served; nine directors attended the 2024 annual meeting.
- Election support (2024): Votes For 3,556,123.88; Votes Withheld 38,301.00; Broker Non-Votes 898,061.00.
- Say-on-pay outcome (2024): For 3,322,994.09; Against 187,743.00; Abstain 83,687.79; Broker Non-Votes 898,061.00.
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards (# shares) | Stock Awards Fair Value ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 40,045 | 1,496 | 44,955 | 85,000 |
| 2023 | 25,039 | 1,832 | 59,961 | 85,000 |
Notes:
- As of Dec 31, 2024, Adams held 3,661 unvested restricted shares as part of director grants.
Performance Compensation
| Element | Details | Governance Features |
|---|---|---|
| Director equity awards | Restricted stock; number of shares as shown above; vesting schedule for director grants not specifically detailed in proxy | Plan-level minimum vesting: at least 95% of shares under the Plan must have ≥1-year vesting; no discounted options; no liberal share recycling. |
| Performance metrics | Not disclosed for director grants | RSUs and other awards may be performance-based under Plan; change-in-control provides full vesting if not assumed/substituted; double-trigger vesting on involuntary termination without cause/for good reason for assumed awards. |
| Clawback | All awards subject to clawback under law/exchange rules and Company policy | Dodd-Frank Section 954-aligned clawback and forfeiture provisions. |
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Universal Corporation | Director | 2003–2018 | Tobacco merchant/manufacturer; not an apparent direct conflict with community bank operations. |
Expertise & Qualifications
- Senior operating leadership across real estate and manufacturing; extensive board leadership including prior chair roles; non-executive vice chair at VABK.
- Governance familiarity from long-tenured public company directorship; community and civic network from National Theatre chairmanship.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John B. Adams, Jr. | 24,909 | <1% (*) | 16,662 shares pledged (red flag); includes options exercisable within 60 days as applicable to group methodology; no director options listed for Adams individually. |
Additional details:
- Unvested restricted shares outstanding (Dec 31, 2024): 3,661.
- Company states it currently has no hedging policy to offset decreases in stock value (policy gap).
Insider Trades & Reporting
| Item | Detail |
|---|---|
| Section 16(a) compliance | Due to administrative error, all directors including Adams filed one Form 4 one day late in 2024; each covered one transaction. |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee (independent membership); consistent total director pay with equity component; robust plan governance features (minimum vesting, no option repricing/discounting, clawbacks); healthy shareholder support in 2024 elections and say-on-pay.
- Red flags:
- Pledging: 16,662 shares pledged by Adams; pledging can misalign incentives and is a common governance concern.
- Reporting timeliness: One-day late Form 4 filing in 2024 (administrative error) indicates a minor compliance lapse.
- Related-party policy: Company lacks a formal written related-person transactions policy; Board reviews case-by-case. While no Adams-specific transactions are disclosed, policy absence is a structural risk.
- Hedging policy: Company states it has no hedging policy to offset declines in stock value; combined with pledging, this is a monitoring point.
Implications for investors:
- As Compensation Committee chair, Adams influences pay-for-performance alignment; the equity plan’s governance features and annual director equity grants support shareholder alignment, but his personal pledging warrants engagement on risk controls (pledge unwinding, adoption of anti-hedging/anti-pledging policy).