Sterling Strange, III
About Sterling T. Strange, III
Sterling T. Strange, III (age 64) is President and CEO of The Solution Design Group, Inc., an information technology software firm serving public sector and higher education; he has over 30 years of senior management experience and previously founded Decision Support Technologies, Inc., a transportation software company serving 100+ airports and seaports worldwide . He has served on Virginia National Bankshares Corporation’s Board since 2021 (also serving on the Bank’s board) . Education is not disclosed in VABK’s proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Solution Design Group, Inc. | President & Chief Executive Officer | 2004–present | Entrepreneurial and financial management expertise |
| Decision Support Technologies, Inc. | President & Founder | Prior to 2004 | Led transportation software provider to 100+ airports/seaports |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Fauquier Bankshares, Inc. and The Fauquier Bank | Director | 2007–March 2021 | Joined VABK Board April 2021 following merger; prior bank board experience |
Board Governance
- Committee memberships: Audit & Compliance Committee; Corporate Governance Committee .
- Chair roles: Not a chair; Audit Committee chaired by Jay B. Keyser; Corporate Governance Committee chaired by Randolph D. Frostick .
- Independence status: Board determined Strange is independent under Nasdaq standards .
- Attendance: Board met 10 times in 2024; all incumbents attended at least 75% of Board and committee meetings; nine directors attended the 2024 annual meeting .
- Lead Independent Director: Not disclosed.
- Executive sessions: Not disclosed.
Fixed Compensation
| Year | Cash (Fees Earned or Paid) | Notes |
|---|---|---|
| 2024 | $40,045 | Cash fees paid as retainers for service on Company and Bank boards |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| 2024-03-27 | Restricted Stock | 1,496 shares | $44,955 (ASC 718) | Not specified for directors; Plan requires ≥1-year vesting for 95% of shares |
| 2025-02-26 | Restricted Stock (Form 4) | 1,248 shares | Not disclosed | Not disclosed |
- As of 12/31/2024, Strange had 3,661 unvested restricted shares outstanding .
- Equity awards governed by VABK’s Amended & Restated 2022 Stock Incentive Plan; features include minimum vesting, no option repricing, clawback, and double-trigger vesting on change-in-control if awards not assumed .
Other Directorships & Interlocks
| Company | Public/Private | Current/Former | Potential Interlock |
|---|---|---|---|
| None disclosed (current public company boards) | — | — | — |
| Fauquier Bankshares, Inc.; The Fauquier Bank | Public (historical) / Bank | Former (2007–Mar 2021) | Pre-merger affiliation with VABK’s legacy peer |
Expertise & Qualifications
- Entrepreneurial operator and technologist (software/IT) with financial management expertise .
- Audit & Compliance Committee service indicates financial literacy; not designated the committee’s “financial expert” (Keyser is) .
- Independent director under Nasdaq standards .
Equity Ownership
| As of Date | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Vested vs Unvested | Options | Pledged Shares | Hedging/Pledging Policies |
|---|---|---|---|---|---|---|
| 2025-05-27 | 12,372 | <1% (footnote indicates less than one percent) | Unvested RS: 3,661 (12/31/2024) | None disclosed | None disclosed for Strange (pledges noted for other directors) | Company currently has no policy prohibiting hedging/derivatives; pledging not prohibited (some directors have pledged) |
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-02-28 | 2025-02-26 | Award (A) | 1,248 | $0.00 | 12,372 shares | |
| 2024-04-01 | 2024-03-27 | Award (A) | 1,496 | $0.00 | 11,124 shares |
Note: Insider-trades data fetched programmatically; post-transaction ownership as reported; Type “A” denotes restricted stock award grants.
Governance Assessment
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Strengths: Independent director with relevant IT and operating experience; active roles on Audit & Corporate Governance committees; consistent meeting attendance (≥75% threshold) . Equity grants align incentives; beneficial ownership plus ongoing RS awards support skin-in-the-game .
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Compensation alignment: Director pay mix balanced (2024 cash $40,045; equity fair value $44,955; total $85,000) . Equity uses restricted stock; Plan includes clawback and governance provisions .
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Shareholder confidence: 2024 Say-on-Pay support strong (For: 3,322,994; Against: 187,743; Abstain: 83,688) .
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RED FLAGS:
- No hedging policy; pledging permitted (others have pledged), which can weaken alignment and risk controls .
- Minor Section 16(a) lapse: all directors (including Strange) filed one Form 4 one day late due to administrative error .
- Not a committee chair; influence derives from membership rather than leadership positions .
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Related-party transactions: No transactions disclosed for Strange; significant related-party lease with Pantops Park, LLC tied to non-executive chair (Dittmar), not Strange .