Randolph Frostick
About Randolph D. Frostick
Independent director of Virginia National Bankshares Corporation (VABK), age 68, serving since 2021. Civil litigation attorney with 43 years of experience focused on real estate, commercial leasing, construction, business, and trust/estate matters; Of Counsel at Vanderpool, Frostick & Nishanian, P.C., which he co‑founded and where he was a shareholder, director, and officer until 2020 . Prior board experience includes Fauquier Bankshares, Inc. and The Fauquier Bank (2009–March 2021) prior to the merger into VABK .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanderpool, Frostick & Nishanian, P.C. | Co‑founder; shareholder, director, officer; now Of Counsel | Co‑founder through 2020; Of Counsel currently | Practice in civil litigation and commercial real estate; brings legal and business expertise |
| Fauquier Bankshares, Inc. / The Fauquier Bank | Director | 2009–March 2021 | Banking governance experience; transitioned to VABK board in April 2021 |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Vanderpool, Frostick & Nishanian, P.C. | Of Counsel | Current | Civil litigation, business, employment, real estate transactions, financing, land use/development |
Board Governance
- Committee assignments: Audit & Compliance Committee (member); Joint Compensation Committee (member); Corporate Governance Committee (Chair) .
- Independence: Board determined Frostick is independent under Nasdaq standards (8 of 10 directors independent) .
- 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 levels:
- Audit & Compliance Committee met 5 times in 2024; all members independent; Keyser designated “audit committee financial expert” .
- Joint Compensation Committee met 3 times in 2024; all members independent .
- Corporate Governance Committee met 1 time in 2024; Frostick serves as Chair .
Fixed Compensation
| Year | Cash Retainer ($) | Meeting Fees ($) | Committee Chair Fees ($) | Total ($) |
|---|---|---|---|---|
| 2024 | $40,045 | — (not disclosed) | — (not disclosed) | $85,000 |
Notes:
- Director compensation paid via retainers for Company and Bank boards; Glenn Rust (CEO) did not receive separate board pay .
- Committee chair fees are not separately disclosed; one director (Dittmar) received a larger equity grant, but Frostick’s grant aligned with other non‑employee directors .
Performance Compensation
| Year | Restricted Stock Shares Granted | Grant-Date Fair Value ($) | Unvested RS at 12/31/2024 (shares) | Options Held |
|---|---|---|---|---|
| 2024 | 1,496 shares | $44,955 | 3,661 shares | None disclosed |
Equity award design and governance:
- Plan features: minimum one‑year vesting on at least 95% of shares; no liberal share recycling; no discounted options; clawback/recoupment aligned to applicable law; non‑employee directors capped at 10,000 shares per calendar year; awards double‑trigger accelerate upon change‑in‑control if not assumed/substituted and upon involuntary termination without cause/for good reason in connection with a change‑in‑control .
- Shares available: as of May 27, 2025, proposal to increase plan to 300,000 shares (5.56% of outstanding); 178,420 shares available for new awards if approved (3.31% of outstanding) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Frostick in past five years |
| Prior public company boards | Fauquier Bankshares, Inc. director (ended March 2021) |
| Interlocks/potential conflicts | None disclosed involving Frostick; related-party lease transactions disclosed for Dittmar (Chairman) with Pantops Park, LLC (not Frostick) |
Expertise & Qualifications
- 43 years civil trial experience, with emphasis on real estate, commercial leasing, construction, business, and trusts/estates .
- Active engagement in commercial leasing in Manassas, VA (business owner/operator perspective) .
- Banking governance experience from prior bank board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Randolph D. Frostick | 13,916 shares | <1% | No pledged shares disclosed for Frostick; company notes pledge for Adams and Craig, not Frostick |
Capital structure context:
- Shares outstanding: 5,391,979 (record date May 27, 2025) .
Shareholder Voting Support (2024)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Randolph D. Frostick | 3,179,960.88 | 414,464.00 | 898,061.00 |
Say‑on‑Pay (advisory) 2024:
- Votes for: 3,322,994.09; against: 187,743.00; abstain: 83,687.79; broker non‑votes: 898,061.00 .
Insider Trades & Compliance
| Person | Late Form 4 Count | Days Late | Note |
|---|---|---|---|
| Randolph D. Frostick | 1 | 1 | Administrative error; each director had one transaction filed one day late in 2024 |
Governance Assessment
Positive signals:
- Independent director with legal and real estate expertise; serves on Audit and Compensation, chairs Corporate Governance—strong governance involvement and oversight .
- Board/committee independence and active committees; clear audit oversight and governance charters available, with designated audit committee financial expert (Keyser) .
- Director pay mix balanced between cash retainer and time‑based equity, promoting alignment; equity plan has robust governance safeguards (no discounted options, clawbacks, minimum vesting, anti‑recycling) .
Risk indicators and potential red flags:
- One late Form 4 filing (minor, administrative), but still a process lapse worth monitoring for controls .
- Company lacks a formal hedging/derivatives policy; pledging present among certain directors (Adams, Craig); while not attributed to Frostick, absence of anti‑pledging policy can weaken alignment safeguards .
- Related‑party exposure exists elsewhere on the board (Dittmar ground lease); no such transactions disclosed for Frostick, but board‑level conflicts elevate governance scrutiny overall .
- 2024 withhold rate for Frostick higher than several peers (e.g., Wells, Keyser) though lower than Dittmar; monitor shareholder sentiment trend into 2025 .
Alignment and incentives:
- Equity ownership is modest (<1%); continuing unvested RS supports ongoing alignment; no options reported for Frostick (reduces risk of option repricing concerns) .
- Plan provides double‑trigger protection and clawbacks on incentive awards—appropriate investor‑friendly features for director equity .
Overall view:
- Frostick’s committee leadership and independence support board effectiveness. Key monitoring items are insider reporting controls and broader board policies on hedging/pledging given peer pledges; no Frostick‑specific related‑party issues disclosed .