Kevin Carter
About Kevin T. Carter
Independent director since 2021; age 59. Carter is Executive Vice President of TCMA (Washington, D.C.), formerly Managing Director at Lansdowne Resort, and previously President of Guests, Inc. (Oct 2016–Dec 2020) and Managing Director of the Airlie Foundation (Nov 2000–Oct 2016), bringing 44 years in luxury hospitality and community leadership; he currently serves as Chairman of the Fauquier County Board of Supervisors . He serves on the Compensation Committee (not chair) and is classified as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guests, Inc. | President | Oct 2016–Dec 2020 | Led full-service hotel management operations; hospitality financial management experience |
| Airlie Foundation | Managing Director | Nov 2000–Oct 2016 | Oversaw luxury hospitality operations; community engagement |
| Lansdowne Resort | Managing Director | Not disclosed | Senior resort management experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| TCMA (Washington, D.C.) | Executive Vice President | Current | Executive leadership in hospitality |
| Fauquier County, VA | Chairman, Board of Supervisors | Current | Public-sector governance; community ties |
| Fauquier Hospital & Health System | Director | Prior service | Healthcare oversight experience |
| Path Foundation | Director | Prior service | Philanthropy/community investment |
| Fauquier Bankshares, Inc. | Director | 2016–Mar 2021 | Pre-merger board service; transitioned to VABK in 2021 |
Board Governance
- Committee memberships: Compensation Committee member; not chair .
- Independence: Board determined Carter is independent under Nasdaq standards .
- Attendance: Board met 10 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; nine directors attended the 2024 Annual Meeting .
- Board structure: CEO and Chairman roles separated since 2007; non-executive Chairman; committee charters posted; Audit Committee each member independent; Audit Committee met 5x, Compensation Committee 3x, Corporate Governance Committee 1x in 2024 .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | Total ($) | Equity Grant Detail |
|---|---|---|---|---|
| 2024 | 40,045 | 44,955 | 85,000 | Restricted stock: 1,496 shares granted in 2024 |
- Unvested director equity as of Dec 31, 2024: Carter held 3,661 unvested restricted shares .
Performance Compensation
| Provision | Details |
|---|---|
| Director award cap | Non-employee directors may receive awards up to 10,000 shares per calendar year |
| Minimum vesting | 95% of authorized shares (285,000 of 300,000) must have ≥1-year vest/exercise schedule |
| Change-in-control treatment | If awards not assumed/substituted, time-based awards fully vest; performance-based vest at greater of target or actual; double-trigger vesting upon qualifying termination if assumed/substituted |
| Clawback | All awards subject to recoupment under law/exchange rules (e.g., Dodd-Frank Section 954) |
| Shares available under plan | If amended, total plan shares 300,000; new awards available 178,420 (3.31% of shares outstanding as of May 27, 2025) |
No director-specific performance metrics (e.g., TSR, ESG goals) are disclosed for annual director grants; director equity is described as restricted stock with time-based vesting .
Other Directorships & Interlocks
| Company/Entity | Role | Period | Potential Interlock/Exposure |
|---|---|---|---|
| Fauquier Bankshares, Inc. | Director | 2016–Mar 2021 | Prior banking board service; not identified as a related-party transaction at VABK |
| Fauquier Hospital & Health System | Director | Prior service | Local healthcare; no related-party transactions disclosed |
| Path Foundation | Director | Prior service | Philanthropy; no related-party transactions disclosed |
| Fauquier County Government | Chairman, Board of Supervisors | Current | Public-sector role; no related-party transactions disclosed |
Expertise & Qualifications
- 44 years in luxury hospitality; leadership in resort and hotel management .
- Community leadership as Chairman of Fauquier County Board of Supervisors; prior non-profit and healthcare board experience .
- Board views Carter as providing market knowledge and financial management skills .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (May 27, 2025) | 13,187 shares (includes 685 held by spouse/shared power) |
| Ownership % of outstanding | <1% (company notation) |
| Options exercisable within 60 days | 0 (not listed among directors with 60-day exercisable options) |
| Unvested restricted stock (Dec 31, 2024) | 3,661 shares |
| Pledged shares | None disclosed for Carter |
Insider Trades and Section 16(a) Compliance
| Year | Event | Detail |
|---|---|---|
| 2024 | Late Form 4 filing | One transaction filed one day late due to administrative error (affects Carter and other directors) |
Governance Assessment
- Independence and committee role: Carter is an independent director and serves on the Compensation Committee, supporting board oversight of pay practices .
- Attendance and engagement: Met the ≥75% attendance threshold in 2024 alongside all incumbents; nine directors attended the 2024 Annual Meeting, indicating engagement .
- Ownership alignment: Holds 13,187 shares, plus 3,661 unvested restricted shares; no options exercisable within 60 days and no pledged shares disclosed—generally positive alignment signals for a community bank director .
- Incentive structure: Director equity is time-based restricted stock; Plan includes minimum vesting, clawbacks, no discounted options, and disciplined share recycling—solid governance features .
- Related-party/conflict review: No related-party transactions disclosed involving Carter; Board independence affirmed; leasing transactions noted for other directors were evaluated for independence .
- RED FLAGS: One-day late Form 4 filing (administrative error) in 2024; minor process lapse but disclosed and not indicative of broader compliance issues .