National Bankshares (NKSH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2025, to elect four directors, approve executive compensation, and ratify the independent auditor for 2025.

• Shareholders of record as of March 12, 2025, are eligible to vote; multiple voting methods are available, including mail, phone, and internet.

• Board recommends voting for all proposals, including director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Four Class 2 directors are nominated for three-year terms; one nominee is new following an acquisition.

• Advisory vote on executive compensation and ratification of Yount, Hyde & Barbour, P.C. as independent auditor are on the agenda.

• Shareholder proposals for the 2026 meeting must be submitted by December 1, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of 13 members, with a majority being independent; board diversity includes four women and one African American director.

• Board committees include Executive, Audit, Compensation, Nominating, and Risk, all with defined charters and independent membership.

• Board leadership combines Chairman and CEO roles, with a Lead Independent Director for oversight.

• Directors are expected to attend all meetings; 2024 attendance was high.

• Stock ownership guidelines require directors to hold shares equal to four times their annual retainer.