Virginia National Bankshares Corp 8-K

What Happened
Virginia National Bankshares Corporation filed an 8-K on May 15, 2026 disclosing that on May 11, 2026 it entered into a Management Continuity Agreement with its Executive Vice President and Chief Financial Officer, Cathy W. Liles. The agreement requires the company (or a successor) to continue Ms. Liles’s employment for two years following a defined "change in control," and the company also increased her annual base salary to $375,000 (subject to annual adjustment).

Key Details

• Agreement date: May 11, 2026; 8-K filed May 15, 2026.
• Employment protection: two years of continued employment following a change in control with commensurate authority, responsibilities, compensation and benefits.
• Severance if terminated without “cause” or for “good reason” (within six months before a change in control or during the two‑year period): lump-sum equal to two times the sum of (A) annual base salary at termination, (B) average annual bonus for the two most recently completed years, and (C) the most recent year’s pre-tax salary deferrals or similar contributions.
• Additional benefits on qualifying termination: continuation of 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. Payments are limited to avoid excise taxes under IRC Section 4999; incentive awards are subject to clawback as required by law or listing rules.

Why It Matters
This filing informs investors about strengthened retention and change-of-control protections for the company’s chief financial officer and a pay increase, which could affect executive costs and potential post‑transaction obligations. The severance formula and tax-protection language (golden parachute excise tax mitigation) clarify the company’s potential cash and benefit obligations in a sale or change-of-control scenario, helping investors assess governance and compensation risk.