Linda Houston
About Linda M. Houston
Linda M. Houston (age 67) is an independent director of Virginia National Bankshares Corporation (VABK) since 2018, following a 33-year career at Merrill Lynch/Bank of America where she served as Managing Director/Division Executive (2011–2017) and held senior roles across wealth and investment management, diversity and inclusion, marketing, and sales . She joined the SPAR Group, Inc. board in October 2023 (Nasdaq: SGRP) and is described by VABK as bringing extensive experience in wealth and investment management, compliance and compensation practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch / Bank of America | Managing Director/Division Executive | 2011–2017 | Leadership of division operations; oversight experience |
| Merrill Lynch | Financial Advisor | Since 1987 (employed 1984–2017) | Client advisory; wealth management |
| Merrill Lynch | Head, Global Wealth & Investment Management Diversity and Inclusion Council; Regional Managing Director; National Marketing & Sales Manager; Managing Director/Market Executive | Various roles (dates not individually specified) | Governance and human capital leadership; sales strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SPAR Group, Inc. (Nasdaq: SGRP) | Director | Since Oct 2023 | Provider of merchandising, marketing and distribution services |
Board Governance
- Committee assignments: Audit & Compliance; Compensation; Corporate Governance .
- Independence: Determined independent under Nasdaq standards (one of eight independent directors) .
- 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 .
- Committee activity counts (2024): Audit (5 meetings), Compensation (3), Corporate Governance (1) .
- Committee chairs: Audit—Jay B. Keyser; Compensation—John B. Adams, Jr.; Corporate Governance—Randolph D. Frostick .
- Leadership structure: Separate Chair and CEO roles since 2007; Board oversees risk through committees and reports .
Fixed Compensation
| Year | Cash Retainer (USD) | Equity Grant (Grant-Date Fair Value, USD) | Total (USD) |
|---|---|---|---|
| 2024 | $40,045 | $44,955 (restricted stock) | $85,000 |
Additional details:
- 2024 Director equity grant: Restricted stock award of 1,496 shares for each non-employee director (except Dittmar at 2,496) .
- Committee fees/meeting fees: Not separately listed; cash reflects board retainers for Company and Bank service .
Performance Compensation
| Item | Design | Quantitative Detail | Vesting/COC/Clawback |
|---|---|---|---|
| 2024 Director Equity | Restricted Stock | 1,496 shares (grant-date fair value $44,955) | Vesting terms per award agreement (plan minimum ≥1 year vesting on ≥95% of shares); COC acceleration if awards not assumed; clawback per law/policy |
| Plan Award Types | Options, Restricted Stock, RSUs, Other stock-based awards | Options and restricted stock historically used; RSUs authorized | No discounted options; no liberal share recycling; minimum vesting 95%; non-employee directors capped at 10,000 shares per calendar year |
| Change-in-Control (Plan) | Time-based → full vest; Performance-based → greater of target or actual | Applies if awards not assumed/substituted; double-trigger on involuntary termination without cause/for good reason | Protective adjustments to retain award economic value; successor binding |
| Clawback | Compliance with law/listing | Company may recoup incentive compensation per applicable rules (e.g., Dodd-Frank 954) | Applies to awards subject to recovery |
Notes:
- Director awards at VABK have historically been time-based restricted stock; specific performance metrics tied to director grants are not disclosed in the proxy . Plan allows performance-based conditions, but none are specified for director grants .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| SPAR Group, Inc. | No VABK-disclosed transactions or overlaps with VABK’s customers/suppliers | None disclosed in related person transactions |
Expertise & Qualifications
- Wealth and investment management leadership, compliance and compensation practices—derived from senior roles at Merrill Lynch/Bank of America .
- Board qualifications: VABK states she brings extensive experience in wealth and investment management and compensation practices to the Board .
- Committee experience across Audit, Compensation, and Corporate Governance reflects breadth of governance expertise .
- Independence under Nasdaq standards supports governance quality .
Equity Ownership
| Category | Amount |
|---|---|
| Beneficial ownership (incl. options exercisable within 60 days) | 16,964 shares (includes 925 shared with spouse) |
| Options exercisable within 60 days | 3,937 shares |
| Unvested restricted stock (as of 12/31/2024) | 3,743 shares |
| Ownership as % of shares outstanding | <1% of class (asterisk in table) |
| Shares pledged as collateral | None disclosed for Houston (pledges disclosed for Adams and Craig only) |
Insider Trades and Reporting
| Item | Detail |
|---|---|
| Section 16(a) compliance | All directors had one Form 4 filing one day late in 2024 due to administrative error (including Houston) |
Governance Assessment
- Board effectiveness: Multi-committee membership (Audit, Compensation, Corporate Governance) and independence indicate strong governance participation; committee activity levels (Audit 5, Compensation 3, Governance 1 in 2024) support ongoing oversight .
- Alignment: Director pay mix includes both cash ($40,045) and equity ($44,955) with continuing unvested restricted stock, aligning interests with shareholders; plan features prohibit discounted options and require minimum vesting, supporting long-term orientation .
- Ownership: Beneficial ownership of 16,964 shares with 3,937 options exercisable and 3,743 unvested restricted stock demonstrates equity alignment; no pledging disclosed, reducing alignment risk .
- Conflicts/related-party exposure: No Houston-specific related-party transactions disclosed; independence affirmed under Nasdaq standards .
- Risk indicators: Minor administrative lapse in timely Form 4 filing (one day late) across all directors, including Houston; not indicative of systemic insider trading risk, but noted for completeness .
- External signal: Service on SPAR Group’s board adds public-company governance exposure without disclosed interlocks or conflicts with VABK .
Overall, Linda Houston presents as an engaged, independent director with meaningful committee service and equity alignment. No material conflicts or pledging are disclosed; plan-level protections (minimum vesting, clawbacks, no discounted options) and a balanced cash/equity director pay structure support investor confidence .