First National (FXNC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, with proxy materials available online and voting options by internet, phone, mail, or in person.

• Shareholders will vote on the election of thirteen directors, ratification of the external auditor, advisory votes on executive compensation, and the frequency of future say-on-pay votes.

• Only shareholders of record as of March 21, 2025, are entitled to vote; 8,986,696 shares are outstanding.

Voting matters and shareholder proposals

• Proposals include electing thirteen directors for one-year terms, ratifying Yount, Hyde & Barbour, P.C. as auditor, an advisory say-on-pay vote, and an advisory vote on the frequency of future say-on-pay votes.

• The board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for a three-year frequency on say-on-pay votes.

• Shareholders may submit proposals or director nominations for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• Thirteen directors are nominated, with diverse backgrounds in business, law, finance, and community leadership.

• The board is majority independent per Nasdaq standards; independence is reviewed annually.

• Two standing committees: Audit and Compensation & Governance, both composed of independent directors.

• The Compensation & Governance Committee also serves as the nominating committee, evaluating board composition and director candidates.

• Leadership structure separates the roles of Chair and CEO.