Business Context and Reporting Period
This Form 8-K Current Report was filed by Virginia National Bankshares Corp (VABK) on May 11, 2026. The filing discloses a management continuity agreement and a salary adjustment for Cathy W. Liles, Executive Vice President and Chief Financial Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes
- Executive Compensation: Ms. Liles' annual base salary was increased to $375,000, subject to annual adjustment.
- Employment Agreement: A Management Continuity Agreement was executed to ensure retention in the event of a change in control.
Guidance, Outlook, and Risks
Management Continuity Terms:
- Employment Period: In the event of a change in control, Ms. Liles must be employed for two years with commensurate authority and compensation.
- Severance Trigger: If employment terminates without "cause" or for "good reason" within six months prior to a change in control or during the two-year employment period, severance is triggered.
- Severance Calculation: Includes a lump sum equal to two times the sum of (A) annual base salary, (B) average annual bonus for the two most recent completed years, and (C) pre-tax salary reduction contributions for the most recent year.
- Benefits: Continuation of employee welfare benefits for up to 18 months and a lump sum equal to the Company's 401(k) contributions for the two-year period prior to termination.
- Tax Provisions: Benefits are reduced to the extent necessary to avoid Section 4999 golden parachute excise taxes.
- Clawback: Incentive-based compensation is subject to clawback as required by law or stock exchange listing requirements.
Risks and Contingencies: The filing notes that the description of the agreement is qualified by the full text of the agreement previously filed as Exhibit 10.3 to the 2025 Form 10-K.
Investor Verification Checklist
- Verify the exact definition of "change in control," "cause," and "good reason" in the full Management Continuity Agreement (Exhibit 10.1).
- Confirm the specific bonus amounts for the two most recently completed years to calculate potential severance liability.
- Review the Company's 2025 Form 10-K (filed March 28, 2025) for the incorporated text of the agreement.
- Assess the impact of the salary increase on the Company's overall executive compensation expense.