Virginia National Bankshares Corp (VABK)

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

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

No insider equity transactions reported since the proxy statement.

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.

The Board believes compensation of its executive officers should reflect and support the Company's strategic and financial performance goals, the primary goal being the creation of long-term value for the shareholders of the Company, while protecting the interests of the depositors of the Bank. The philosophy behind the compensation program is to provide both cash compensation, in the form of salaries and bonuses, as well as stock incentives, in an effort to promote an ownership mentality among the executive officers and other key individuals within the Company and its affiliates.

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

a. Approved under the standard stated in the filing — “• Abstentions - A properly executed proxy marked "ABSTAIN" will be counted for purposes of determining whether there is a quorum present at the Annual Meeting, but the shares represented by that proxy will not be voted at the Annual Meeting.”.

b. Approved under the standard stated in the filing — “• Abstentions - A properly executed proxy marked "ABSTAIN" will be counted for purposes of determining whether there is a quorum present at the Annual Meeting, but the shares represented by that proxy will not be voted at the Annual Meeting.”.

c. Approved under the standard stated in the filing — “• Abstentions - A properly executed proxy marked "ABSTAIN" will be counted for purposes of determining whether there is a quorum present at the Annual Meeting, but the shares represented by that proxy will not be voted at the Annual Meeting.”.

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.

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

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

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.

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.