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Get filing alertsVirginia National Bankshares grants CFO change-in-control agreement with 2x severance
Filed May 15, 2026 · Period ending May 11, 2026 · ~1 min read
Key Changes
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CFO Cathy Liles received a change-in-control agreement guaranteeing two years employment post-acquisition and 2x salary plus bonus severance if terminated without cause within six months before or during that period.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Liles's base salary increased to $375,000 annually, though the prior salary level was not disclosed.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Severance benefits include a cutback provision to avoid golden parachute excise taxes under Section 4999.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Virginia National Bankshares entered into a management continuity agreement with CFO Cathy Liles on May 11, 2026, providing retention protections in the event of a change in control.
The agreement guarantees two years of continued employment following any acquisition, with severance equal to two times her base salary plus average bonus if she is terminated without cause or leaves for good reason within six months before or during that period. She also receives 18 months of benefits continuation and two years of 401(k) contributions. The company simultaneously raised her base salary to $375,000.
This is a routine governance matter for a community bank. Change-in-control agreements are standard practice to retain key executives during M&A uncertainty and ensure continuity for potential acquirers. The 2x multiplier and two-year employment guarantee are typical for CFO-level agreements at banks of this size. The salary increase provides no context on the prior level, making it difficult to assess magnitude. For retail holders, this signals no immediate transaction but establishes a framework should the board pursue a sale.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 11, 2026, Virginia National Bankshares Corporation (the “Company”) and Cathy W. Liles, Executive Vice President and Chief Financial Officer of the Company and the Company’s bank subsidiary, Virginia National Bank (the “Bank”), entered into a management continuity agreement (a “Management Continuity Agreement”). Under the terms of the Management Continuity Agreement, in event of a “change in control” (as defined in the agreement) of the Company, the Company or its successor is required to continue to employ Ms. Liles for a period of two years following the date of the change in control with commensurate authority, responsibilities, compensation and benefits for that period. If, within six months prior to a change in control of the Company or during the above-described employment period, Ms. Liles’s employment terminates without “cause” or for “good reason” (each as defined in the agreement), she is entitled to receive (i) a lump sum cash payment equal to two times the sum of (A) her annual base salary in effect at termination, plus (B) the average annual bonus paid or payable to her for the two most recently completed years, plus (C) any amounts contributed by Ms. Liles during the most recently completed year pursuant to a salary reduction agreement or any other program that provides for pre-tax salary reductions or compensation deferrals; (ii) continuation of employee welfare benefits for up to 18 months following the date of termination; and (iii) a lump sum cash payment equal to the Company’s contributions to Ms. Liles’s account in the Company’s sponsored 401(k) plan for the two-year period prior to termination of employment.
The CFO entered into a change-in-control agreement providing two years of guaranteed employment following any change in control. If terminated without cause or for good reason within six months before or during that period, she receives a severance package equal to two times her base salary plus average bonus plus salary deferrals, plus 18 months of benefits and two years of 401(k) contributions. This protects key management during potential M&A activity.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Company also increased Ms. Liles’s annual base salary to $375,000, subject to annual adjustment.
The CFO's annual base salary was increased to $375,000. The filing does not disclose the prior salary level, so the magnitude of the increase is unknown.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify