Virginia National Bankshares Corp

This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Executive Compensation section, pursuant to Dodd‑Frank and SEC rules. Management is seeking shareholder endorsement to validate its compensation program, which the Compensation Committee designs to align pay with long-term shareholder value through base salary, discretionary cash bonuses, restricted stock awards and stock options, as well as benefits and change‑in‑control arrangements. The proxy discloses that the CEO’s 2024 and 2025 total compensation included a $500,000 base salary, $100,000 cash bonuses, and substantial restricted stock awards that vest over multi‑year schedules; other NEOs received stock options and other awards intended to align incentives. The Board emphasizes governance features—such as periodic review by the Compensation Committee, vesting schedules, clawback provisions in continuity agreements, and a stated objective to align pay with long‑term performance—to justify its recommendation. The vote is advisory only and not binding on the Board, but the Compensation Committee expressly will take the outcome into account when setting future pay policies and awards. Key context includes that no external compensation consultant was engaged in 2024–2025 and that the Company’s pay practices rely on peer/market information and internal review by the Committee, which may be relevant to shareholders evaluating the rigor of pay-setting. Shareholder support would signal endorsement of the Committee’s approach to balancing cash and equity incentives and retention concerns (including change‑in‑control protections); opposition or a weak support level would signal the need for the Committee to revise elements of compensation, disclosure, or governance. Broker non‑votes may occur because this is a non‑routine matter; however, for holders who vote, approval requires more votes “FOR” than “AGAINST.” Given the Company’s small‑cap bank profile, long‑tenured leadership, and the prominence of equity awards in pay, an analyst should weigh retention/continuity rationales against downside risks from generous equity grants, potential dilution, and the absence of third‑party benchmarking in the years disclosed.

This is a catch‑all agenda item authorizing consideration of any matters that are properly brought before the meeting but are not separately described in the proxy materials. There is no specific resolution or proponent identified in the proxy statement for these potential items; consequently, the Board provides no explicit recommendation and indicates that the named proxies will vote at their discretion on any such matters. Practically, this item allows for routine housekeeping matters or unexpected shareholder motions at the meeting, but it can also encompass substantive proposals if properly presented in accordance with the Company’s bylaws and SEC rules. Because shareholders must provide notice for director nominations or to submit proposals for future meetings (with specific deadlines stated), it is unlikely that materially new, complex items will legitimately arise without prior notice; however, procedural motions, ministerial adjournments, or floor nominations could occur. Broker non‑votes and abstentions may affect the outcome of any ad hoc matter depending on whether brokers are entitled to vote on the specific type of matter under applicable rules. For investors and analysts, the absence of a concrete proposal means outcome uncertainty and limited disclosure to assess economic or governance impact in advance; attention should be paid at the meeting to any additional documentation or statements made in support or opposition. If any substantive proposal were introduced from the floor without prior inclusion in the proxy, shareholders should evaluate whether procedural prerequisites were satisfied and whether the Board has the authority to implement or respond to the matter post‑meeting. Finally, because proxies can be exercised at the discretion of the named proxies, shareholders who have strong views on unspecified potential business should attend the meeting or provide specific voting instructions where possible.