🧾 What This Document Is

This is a DEF 14A, or "Definitive Proxy Statement." It's a formal invitation and information packet sent to shareholders before an annual meeting. Its main job is to let shareholders know what they'll be voting on and to provide key details about the company's leadership and pay.

👉 In simple terms: Think of it as a company's annual "report card" and "ballot" for its owners (the shareholders).

🏢 What The Company Does

First National Corporation (ticker: FXNC) is a bank holding company. This means it owns First Bank, which provides standard banking services like loans and deposits. It's a community bank based in Strasburg, Virginia.

👉 In simple terms: They are a local bank that serves individuals and businesses in Virginia.

📅 The Annual Meeting Details

Shareholders are invited to the 2026 Annual Meeting:

When: Wednesday, May 13, 2026, at 10:00 a.m. Eastern Time.
Where: First Bank Operations Center, 406 Borden Mowery Drive, Strasburg, Virginia.
Record Date: Shareholders owning stock by the close of business on March 16, 2026, are eligible to vote.
How to Vote: You can vote by Internet, phone, mail, or in person at the meeting.

🗳️ What You're Voting On

There are two main proposals for shareholders to decide:

Elect Twelve Directors: You'll vote to approve the board members who will oversee the company for the next year. One long-serving director, Elizabeth H. Cottrell, is retiring after over 30 years.
Ratify the Auditor: You'll vote to approve Yount, Hyde & Barbour, P.C. as the independent accounting firm for 2026. This is a routine but important check on the company's financial reporting.

💰 Executive Pay: The Big Numbers

The document reveals how much the top executives were paid in 2025. Here are the totals for the named executive officers:

Scott C. Harvard (President & CEO): $923,316
Dennis A. Dysart (Sr. EVP & COO): $514,738
Brad E. Schwartz (EVP & CFO): $426,812 (Note: He joined on March 31, 2025).

👉 Why it matters: A large portion of this pay is "at-risk," meaning it's tied to hitting performance goals (like earnings per share and efficiency targets) or the company's stock price rising. This aligns executive interests with shareholder interests.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Experienced Leadership: The board and management team have long tenure and deep banking experience.
Clear Pay-for-Performance: The compensation plans are explicitly designed to reward executives for company and stock performance.
Independent Oversight: The key board committees (Audit, Compensation) are made up entirely of independent directors.

⚠️ Risks & Considerations:

Key Person Transition: The retirement of Board Chairwoman Elizabeth Cottrell marks a significant change in leadership.
Change-in-Control Payouts: The employment agreements have substantial severance packages (e.g., up to $2.3 million for the CEO) if the company is sold and executives are terminated, which could be a cost to shareholders.
Market Risks: As a bank, the company is exposed to risks from interest rate changes, credit defaults, and economic downturns in its operating regions.

🔮 What's Next

May 13, 2026: Shareholders will vote on the director nominees and the auditor.
Strategic Focus: The company will continue to focus on its core banking business, integrate recent acquisitions (like the 2024 Touchstone merger mentioned in the pay discussion), and manage for long-term shareholder value.
Future Deadlines: Shareholders who want to propose items for the 2027 annual meeting must do so by December 3, 2026.

🧠 The Analogy

Hosting the annual meeting is like a family's yearly financial review. The parents (management) present the year's earnings, explain how they spent money (compensation), and propose a plan for next year. The kids (shareholders) then get to vote on approving the plan, hiring the family accountant (auditor), and even voting on who gets to sit on the "family council" (the board of directors).

📇 Key Contacts & People

Scott C. Harvard: President & Chief Executive Officer
Dennis A. Dysart: Senior Executive Vice President & Chief Operating Officer
Brad E. Schwartz: Executive Vice President & Chief Financial Officer ([email protected])
Gerald F. Smith, Jr.: Vice Chairman & Secretary (For proxy questions: Secretary, First National Corporation, c/o Broadridge, P.O. Box 1342, Brentwood, NY 11717)
Investor Relations: Available on the company's website at www.fbvirginia.com under "Investor Relations."

🧩 Final Takeaway

This proxy statement outlines a standard annual meeting for a community bank, where shareholders will ratify the board and auditor. The key stories are the formal retirement of a legendary board chair and the substantial performance-linked pay for the executive team, reflecting the company's transition and its focus on rewarding financial results.

FIRST NATIONAL CORP /VA/ — DEF 14A Filing