William Dittmar, Jr.
About William D. Dittmar, Jr.
William D. Dittmar, Jr. (age 72) is the non-executive Chairman of Virginia National Bankshares Corporation and Virginia National Bank. He is Managing Member of Enterprise Properties, LLC (parent for real estate and commercial property subsidiaries) and has served on the Bank’s board since its formation in 1998 and on the holding company’s board since its 2013 incorporation . He is currently classified as not independent by the Board due to related-party lease payments to an entity he manages and indirectly owns .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia National Bankshares Corporation (VABK) | Non-Executive Chairman; Director | Bank: since 1998; Holdco: since 2013 | Member, Corporate Governance Committee; Board leadership separated from CEO since 2007 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enterprise Properties, LLC | Managing Member | Not disclosed | Parent company for various real estate/commercial property subsidiaries and other investments |
| Public company directorships | — | — | No current public company directorships disclosed for Mr. Dittmar in the last five years |
Board Governance
- Committee assignments: Corporate Governance Committee (member); not on Audit & Compliance or Compensation Committees .
- Independence: Not independent under Nasdaq due to lease payments to an entity he manages and indirectly owns (see Related-Party section below); CEO (Rust) is also non-independent .
- Attendance: The 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 .
- Leadership: Chair and CEO roles have been separated since 2007; Dittmar serves as non-executive chair .
- 2024 shareholder voting signal (director election): Mr. Dittmar received the largest withhold votes among nominees (2,815,001 For; 779,424 Withheld), a potential governance signal versus peers .
2024 Director Election Vote (signal)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| William D. Dittmar, Jr. | 2,815,000.88 | 779,424.00 | 898,061.00 |
- Say-on-Pay (2024): Advisory approval passed (3,322,994 For; 187,743 Against; 83,688 Abstain; 898,061 broker non-votes) .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 25,008 | Non-employee director fees for VABK and Bank boards |
| 2024 | 39,995 | Non-employee director fees for VABK and Bank boards |
Performance Compensation (Director Equity)
| Year | Stock Award Grant (Shares) | Stock Award Fair Value ($) | Outstanding Unvested Restricted Shares (as of 12/31/2024) | Outstanding Options (as of 12/31/2024) |
|---|---|---|---|---|
| 2023 | 2,444 | 79,992 | — | — |
| 2024 | 2,496 | 75,005 | 5,481 | 3,937 |
- Plan terms (structural safeguards): 2022 Stock Incentive Plan (as amended) prohibits discounted options, includes a 95% minimum one-year vesting requirement, no liberal share recycling, and subjects all awards to applicable clawback/recoupment requirements . Share reserve increased to 300,000 shares (5.56% of outstanding as of 5/27/2025); director annual award limit: 10,000 shares .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Dittmar |
| Interlocks (competitors/suppliers/customers) | None disclosed in the proxy statements |
Expertise & Qualifications
- Entrepreneur/investor with extensive real estate development and project management experience; Managing Member of Enterprise Properties, LLC .
- Long-tenured local market and board leadership experience (Bank co-founder director since 1998; non-executive Board Chair) .
Equity Ownership
| Metric | 2024 (as of 4/15/2024) | 2025 (as of 5/27/2025) |
|---|---|---|
| Beneficial ownership (shares) | 222,089 | 224,256 |
| Ownership (% of shares outstanding) | 4.12% | 4.16% |
| Shares acquirable within 60 days (options) | 3,397 | 3,937 |
| Unvested restricted shares (status date) | — | 5,481 (as of 12/31/2024) |
| Shares pledged as collateral | Not disclosed for Dittmar (peers Craig/Adams have pledges) |
Related-Party Transactions (Conflict Risk)
| Period | Counterparty | Nature | Amount |
|---|---|---|---|
| 2022 | Pantops Park, LLC (manager/indirect owner: W.D. Dittmar, Jr.) | Ground lease payments by Bank | $528,198 |
| 1/1/2023–4/15/2024 | Pantops Park, LLC | Ground lease payments by Bank | $679,667 |
| 1/1/2024–4/28/2025 | Pantops Park, LLC | Ground lease payments by Bank | $720,097 |
- Independence impact: The Board explicitly determined Mr. Dittmar is not independent because these lease payments would be considered compensation exceeding Nasdaq limits .
- Policy note: The Company has not adopted a formal written related-person transaction policy; the Board reviews such transactions as a matter of practice (a governance weakness) .
Insider Trades and Reporting
| Item | Detail |
|---|---|
| Section 16 compliance (2024) | Due to administrative error, each director (including Mr. Dittmar) filed one Form 4 one day late for a single transaction |
Additional Governance Signals
- Anti-hedging/pledging policy: The Company states it has no policies with respect to financial instruments or derivative transactions that hedge/offset decreases in VABK stock value (potential misalignment risk) .
- Committee independence: All current Audit & Compliance and Compensation Committee members are independent; Mr. Dittmar is not on these committees .
- Corporate Governance Committee: Current members include Frostick (chair), Dittmar, Houston, Strange; the CGC assesses director independence, which is notable given Dittmar’s non-independence and membership on the committee .
Governance Assessment
-
Strengths:
- Long-tenured local market knowledge and Board leadership; separation of Chair/CEO roles since 2007 .
- Consistent Board/committee attendance (≥75% in 2024) and independent Audit/Compensation Committees .
- Material personal ownership (4.16% of outstanding shares) and ongoing equity awards support alignment .
-
Risks/RED FLAGS:
- Material related-party lease payments to an entity managed/owned by Mr. Dittmar; Board deems him not independent under Nasdaq standards .
- No formal written related-party transaction policy; reliance on ad hoc Board review .
- Highest withhold votes among 2024 director nominees—potential shareholder concern about independence/conflicts (2.815M For; 779k Withheld) .
- No anti-hedging policy; company discloses no hedging/derivative restrictions (alignment risk) .
- Minor compliance lapse: one late Form 4 filing (administrative error) .
-
Implications: The combination of non-independence, ongoing related-party payments, and CGC membership can weigh on perceived board effectiveness and investor confidence. Elevated withhold votes reinforce the need for stronger conflict management, potential recusal practices, and consideration of a formal related-party policy and anti-hedging policy to bolster governance quality .