Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-02

First National (FXNC)

CEO Scott Harvard was paid $923,316 in fiscal year 2025, ↓ down 28.5% from fiscal year 2024 (SEC filing 0001437749-26-011018 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$923,316 ↓
Scott Harvard total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
96.34%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Scott Harvard (President & Chief Executive Officer), FY2025 total compensation $923,316 (base salary $509,520) [exec_comp, SEC accession 0001437749-26-011018, filed 2026-04-02]

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FXNC's next annual pay disclosure, estimated April 1, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Scott Harvard$509,520$0$137,756$0$257,610$0$18,430$923,316
President & Chief Executive Officer
Dennis Dysart331,613061,8040107,079014,242514,738
Sr. Executive Vice President & Chief Operating Officer
Brad Schwartz213,4620112,200090,000011,150426,812
Executive Vice President & Chief Financial Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Scott Harvard$923,316$1,291,377$593,468↓ −368,061
Dennis Dysart514,738781,511392,533↓ −266,773
Brad Schwartz426,812———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against FXNC
3 companies name FXNC as a compensation peer

Each company listed discloses FXNC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FXNC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Brad SchwartzCFO$426,812
Scott HarvardCEO$923,316
Dennis DysartCOO$514,738
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Boyce BrannockIndependent Director$64,156
Elizabeth H. CottrellIndependent Director$75,448
Emily Marlow BeckIndependent Director$64,156
George Edwin Holt IIIIndependent Director$64,156
Gerald F. Smith JrIndependent Director$65,509
James R. Wilkins IIIIndependent Director$64,156
Jason C. AikensIndependent Director$64,156
Kirtesh PatelIndependent Director$64,156
Norman D. Wagstaff JrIndependent Director$64,156
Toni T. Lee-AndrewsIndependent Director$64,156
W. Michael FunkIndependent Director$64,156
William S. WilkinsonIndependent Director$64,156
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Scott HarvardRSU2024-02-14——4,633——
Brad SchwartzRSU2025-08-13——5,000——
Dennis DysartRSU2024-02-14——2,494——
Dennis DysartRSU2024-11-13——13,296——
Dennis DysartRSU2025-02-12——2,368——
Scott HarvardRSU2024-11-13——19,725——
Scott HarvardRSU2025-02-12——5,278——
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Scott HarvardRSU13,150—$331,906
Dennis DysartRSU8,864—223,727
Brad SchwartzRSU5,000—126,200
Scott HarvardRSU3,518—88,794
Dennis DysartRSU1,578—39,829
Scott HarvardRSU1,544—38,971
Dennis DysartRSU831—20,974
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company strives to attract, motivate, and retain high-quality executives by providing total compensation that is performance-based and competitive with the various labor markets and industries in which the Company competes for talent. The Company provides incentives to advance the interests of shareholders and deliver levels of compensation that are commensurate with performance.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantPearl Meyer
Clawback policytrue
Anti-hedgingfalse
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-05-144,820,738183,27933,30096.34%Passed
20222022-05-113,873,71948,81537,07498.76%Passed
20192019-05-082,340,495230,84132,55991.02%Passed
20162016-05-102,187,11577,89233,14996.56%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-05-1496.34%a
20222022-05-1198.76%b
20192019-05-0891.02%c

a. Voting standard not stated in the filing.

b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the determination as to whether the Company's executive compensation program as disclosed in this proxy statement is approved.”.

c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the determination as to whether the Company's executive compensation program as disclosed in this proxy statement is approved.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Elizabeth H. CottrellIndependent$43,693$31,755———$75,448
Gerald F. Smith JrIndependent · Audit · Compensation (Chair)33,75431,755———65,509
Emily Marlow BeckIndependent · Audit (Chair) · Compensation32,40131,755———64,156
Kirtesh PatelIndependent · Compensation32,40131,755———64,156
Toni T. Lee-AndrewsIndependent · Audit32,40131,755———64,156
W. Michael FunkIndependent · Audit · Compensation32,40131,755———64,156
William S. WilkinsonIndependent32,40131,755———64,156
James R. Wilkins IIIIndependent32,40131,755———64,156
Jason C. AikensIndependent · Compensation32,40131,755———64,156
Norman D. Wagstaff JrIndependent · Compensation32,40131,755———64,156
Boyce BrannockIndependent32,40131,755———64,156
George Edwin Holt IIIIndependent · Audit32,40131,755———64,156
Scott C. HarvardEmployee director000000
09

Board fee structure and ownership guideline

Annual cash retainer$31,500
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$401,457
Equity awards (grant-date value)$381,060
All other compensation$0
Total cost of the board$782,517

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1First National2025Scott Harvard$509,520$137,756$0$257,610$923,316

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at First National in fiscal 2025?
As disclosed, Scott Harvard (President & Chief Executive Officer) was the highest-paid executive at First National in fiscal 2025, with total compensation of $923,316.
How did shareholders vote on First National's executive compensation?
As disclosed, 96.34% of shareholders supported First National's executive compensation in the latest say-on-pay vote.
How much does First National spend in total on board compensation for fiscal 2025?
As disclosed, First National reported total board compensation of $782,517 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Scott HarvardDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation”. As printed: 923,316. Filing ↗machine: span 180767–180774
2Section 01, Dennis DysartDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation”. As printed: 514,738. Filing ↗machine: span 192907–192914
3Section 01, Brad SchwartzDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation”. As printed: 426,812. Filing ↗machine: span 205068–205075
4Section 03, Scott Harvard RSUDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 228536–228541
5Section 03, Brad Schwartz RSUDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 228195–228200
6Section 03, Dennis Dysart RSUDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 228641–228646
7Section 03, Dennis Dysart RSUDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 229134–229140
8Section 03, Dennis Dysart RSUDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 227740–227745
9Section 03, Scott Harvard RSUDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 229098–229104
10Section 03, Scott Harvard RSUDEF 14A2026-04-020001437749-26-011018Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
11Section 07, pay ratio10-K2026-03-250001437749-26-009748Section “CEO Pay Ratio”. As printed: —. Filing ↗
12Section 08, Elizabeth H. CottrellDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 75,448. Filing ↗machine: span 380797–380803
13Section 08, Gerald F. Smith JrDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 65,509. Filing ↗machine: span 392803–392809
14Section 08, Emily Marlow BeckDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 376796–376802
15Section 08, Kirtesh PatelDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 390800–390806
16Section 08, Toni T. Lee-AndrewsDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 388804–388810
17Section 08, W. Michael FunkDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 382795–382801
18Section 08, William S. WilkinsonDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 399284–399290
19Section 08, James R. Wilkins IIIDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 396813–396819
20Section 08, Jason C. AikensDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 374796–374802
21Section 08, Norman D. Wagstaff JrDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 394809–394815
22Section 08, Boyce BrannockDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 378793–378799
23Section 08, George Edwin Holt IIIDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 64,156. Filing ↗machine: span 386802–386808
24Section 08, Scott C. HarvardDEF 14A2026-04-020001437749-26-011018Section “Director Compensation”. As printed: 0. Filing ↗
25Section 06, 2025 voteForm 8-K2025-05-150001437749-25-017041Item 5.07 · say-on-pay result. As reported: 96.34% (votes for as printed: 4,820,738). Filing ↗
26Section 06, 2022 voteForm 8-K2022-05-120001437749-22-012100Item 5.07 · say-on-pay result. As reported: 98.76% (votes for as printed: 3,873,719). Filing ↗
27Section 06, 2019 voteForm 8-K2019-05-090001002105-19-000031Item 5.07 · say-on-pay result. As reported: 91.02% (votes for as printed: 2,340,495). Filing ↗
28Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
29Section 09b board cost (computed)Computed——Cash 401,457 + equity 381,060 + all other 0 = 782,517, summed across the director compensation table rows.machine: formula: Σ = 782,517
30First National (subject), Section 10b CEO totalDEF 14A2026-04-020001437749-26-011018CEO total compensation as printed in First National's own proxy. As printed: 923,316. Filing ↗machine: span 180767–180774

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