Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )



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American National Bankshares Inc.

(Name of Registrant as Specified In Its Charter)

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AMERICAN NATIONAL BANKSHARES INC.

628 Main Street, Danville, Virginia 24541

Notice of Annual Meeting

and

Proxy Statement

Annual Meeting of Shareholders

To Be Held

May 19, 2020

THIS PAGE INTENTIONALLY LEFT BLANK

AMERICAN NATIONAL BANKSHARES INC.

628 Main Street, Danville, Virginia 24541

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held May 19, 2020

Notice is hereby given that the Annual Meeting of Shareholders of American National Bankshares Inc. (the “Company”) will be held as follows:

Place: American National Bank & Trust Company

628 Main Street

Danville, Virginia 24541

Date: May 19, 2020 at 9:00 a.m.

The Annual Meeting is being held for the following purposes:


1.	To elect four Class III directors of the Company to serve three-year terms expiring at the

2023 Annual Meeting.


2.	To ratify the appointment of Yount, Hyde & Barbour P.C., independent registered public accounting firm, as auditors of the Company for the year ending December 31, 2020.


3.	To hold an advisory vote on executive compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement.


4.	To transact any other business that may properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 31, 2020 are entitled to notice of and to vote at the Annual Meeting.

The Company intends to hold the Annual Meeting in person. However, as part of precautions regarding the coronavirus or COVID-19, the Company is planning for the possibility that the Annual Meeting may be held solely by means of remote communications. In the event the Annual Meeting will be held solely by remote communication, the Company will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted

on the Company’s website at www.amnb.com, and filed with the Securities and Exchange Commission. As always, you are encouraged to vote your shares prior to the Annual Meeting.

It is important that your shares are represented at the meeting. Accordingly, please sign, date, and mail the enclosed proxy in the enclosed postage-paid envelope, whether or not you plan to attend. If you do attend the Annual Meeting, you may revoke your proxy and vote your shares in person.

By Order of the Board of Directors,

Jeffrey W. Farrar

Secretary

April 2, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2020

A complete set of proxy materials relating to the Annual Meeting of Shareholders of American National Bankshares Inc. (the “Company”) is available on the Internet. These materials, consisting of the Notice of Annual Meeting of Shareholders, the proxy statement, the proxy card, and the Annual Report on Form 10-K for the year ended December 31, 2019, may be viewed at www.investorvote.com/amnb.

The Company is furnishing its proxy materials primarily over the Internet rather than mailing paper copies of those materials to each shareholder. On or about April 8, 2020, the Company first mailed an Important Notice Regarding the Availability of Proxy Materials (the “Notice”) to shareholders and posted the proxy materials on the Internet site referenced therein and in the preceding paragraph. These proxy materials include the accompanying Notice of Annual Meeting of Shareholders, the proxy statement, the proxy card, and the Company’s Annual Report on Form 10-K for the year ended

December 31, 2019. The Notice provides information regarding how to access these proxy materials on the Internet, vote shares or request a paper copy of these materials.

AMERICAN NATIONAL BANKSHARES INC.

_______________

PROXY STATEMENT

_______________

ANNUAL MEETING OF SHAREHOLDERS

MAY 19, 2020

INTRODUCTION

This proxy statement is furnished in conjunction with the solicitation by the Board of Directors (the “Board”) of American National Bankshares Inc. (the “Company”) of the accompanying proxy to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) and at any adjournment thereof. The meeting will be held on Tuesday, May 19, 2020, 9:00 a.m., at American National Bank and Trust Company, 628 Main Street, Danville, Virginia 24541, for the purposes set forth below and in the Notice of Annual Meeting of Shareholders. The date of this proxy statement is April 2, 2020.

Voting Rights of Shareholders

Only shareholders of record at the close of business on March 31, 2020, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. As of the close of business on March 31, 2020, there were 10,957,502 shares of the Company’s common stock outstanding, of which 10,753,734 shares were entitled to vote at the Annual Meeting. For the reasons explained below, the number of shares entitled to vote is less than the number of shares of the Company’s common stock outstanding on such

date. The Company has no other class of stock outstanding. Each share of common stock entitles the record holder thereof to one vote upon each matter to be voted upon at the Annual Meeting.

A majority of the votes entitled to be cast, represented in person or by proxy, will constitute a quorum for the transaction of business. Shares for which the holder has elected to abstain or to withhold the proxy’s authority to vote on a matter will count toward a quorum but will not be included in determining the number of votes cast with respect to such matter.

Shares held by brokers, banks, or other nominees in street name (“broker shares”) that are voted on any matter are included in the quorum. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.

Ambro and Company, the nominee name that the Company’s banking subsidiary, American National Bank and Trust Company (the “Bank”), uses to register the securities it holds in a fiduciary capacity for customers, held 203,768 shares of the Company’s common stock as sole fiduciary and with sole investment authority (with no qualifying co-fiduciary having been appointed) as of March 31, 2020, which constituted 1.86% of the issued and outstanding shares of the Company’s common stock on that date. Under Virginia law, such shares cannot be voted at the Annual Meeting and are not deemed to be outstanding and entitled to vote for purposes of determining a quorum.

Voting of Broker Shares

If a beneficial owner of broker shares does not provide the broker, bank, or other nominee that holds the shares with specific voting instructions, then under applicable rules, such organization may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the broker or other nominee that holds such shares does not receive instructions from the beneficial owner on how to vote shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to the shares. This is generally referred to as a “broker non-vote.”

The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2020 (Proposal Two) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal Two. The election of directors (Proposal One) and the advisory vote on the Company’s executive compensation (Proposal Three) are matters considered non-routine under applicable rules. A broker or other nominee cannot vote without

instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposals One and Three.

Revocation and Voting of Proxies

Execution of a proxy will not affect a shareholder’s right to attend the Annual Meeting and to vote in person. Any shareholder who has executed and returned a proxy may revoke it by attending the Annual Meeting and requesting to vote in person. A shareholder may also revoke his or her proxy at any time before it is exercised by filing a written notice with the Company or by submitting a proxy bearing a later date. Proxies will extend to, and will be voted at, any adjourned session of the Annual Meeting.

Solicitation of Proxies

The cost of solicitation of proxies will be borne by the Company. Solicitation is being made by mail, and if necessary, may be made in person, by telephone or Internet or special letter by officers and employees of the Company or the Bank, acting on a part-time basis and for no additional compensation.

Reference

A reference in this proxy statement to one gender, masculine or feminine, includes the other; and the singular includes the plural and vice versa unless the context otherwise requires.

PROPOSAL ONE – ELECTION OF DIRECTORS

The Company’s Board of Directors currently consists of 14 persons. Pursuant to the Company’s Articles of Incorporation, the Board is to be divided into three classes (I, II and III), with each class as nearly equal in number as possible. The term of office for current Class III directors will expire at the Annual Meeting. The four nominees to serve as Class III directors are set forth below. All of the nominees currently serve as directors of the Company. Continuing members of the Board of Directors are also set forth below.

Franklin W. Maddux, M.D. FACP resigned from the Board of Directors on December 31, 2019. Dr. Maddux was recently named to the Management Board of Fresenius Medical Care, a leading provider of dialysis products and services and at which he is Global Chief Medical Officer. He took on his new

responsibilities at Fresenius Medical Care on January 1, 2020 and informed the Company that he would not be in a position to continue his service as a director of the Company.

Following the resignation of Dr. Maddux, the number of Class I directors was reduced to four from five; thus reducing the size of the Board to 14 from 15 persons.

Claude B. Owen, Jr. will retire from the Board of Directors pursuant to the Company’s Directors’ Tenure Policy. His retirement will be effective at the Annual Meeting. Upon his retirement, Mr. Owen will be eligible to be a Director Emeritus, and the Board of Directors, upon recommendation from its Corporate Governance and Nominating Committee, intends to appoint him as such for the period May 19, 2020 until May 18, 2021. Mr. Owen, age 74, is retired Chairman and Chief Executive Officer of DIMON Incorporated (leaf tobacco dealer), Danville, Virginia.

Under the Company’s Directors’ Tenure Policy, in order to provide continuity of leadership, a director serving as Chairman or Chairwoman of the Board who otherwise would be required to retire from the Board due to age, may be nominated for one additional term of up to three years and, if elected, may serve until the earlier of (i) the end of such term or (ii) the date that such director is no longer serving as Board Chairman or Chairwoman. The Board of Directors, upon recommendation of the Corporate Governance and Nominating Committee and an affirmative finding that such exception is in the best interest of the Company and the Bank, has nominated Charles H. Majors for one additional three-year term as a Class III director. Mr. Majors, age 74, currently serves as Chairman of the Board of the Company and the Bank.

Following the retirement of Mr. Owen and the proposed election of all director nominees, the number of Class III directors will be reduced to four from five; thus reducing the size of the Board to 13 from 14 persons.

The persons named in the accompanying proxy will vote for the election of the nominees named below unless authority is withheld. If for any reason the persons named as nominees below should become unavailable to serve, an event that management does not anticipate, proxies will be voted for such other persons as the Board of Directors may designate.

The Board of Directors recommends the nominees, as set forth below, for election. The Board of Directors recommends that shareholders vote FOR these nominees. The election of each nominee requires the affirmative vote of a plurality of the shares of the Company’s common stock cast in the election of directors.

The names of the nominees for election and the other continuing members of the Board of Directors, their principal occupations and qualifications to serve as directors, their ages as of December 31, 2019, and certain other information with respect to such persons are as follows:



Name	Principal Occupation	Age	Director Since
Nominees for election as Class III directors to continue in office until 2023 (Proposal One)
Tammy Moss Finley	Executive Vice President, General Counsel and Corporate Secretary, Advance Auto Parts, Inc. (automotive aftermarket parts provider), Roanoke, VA since May 2016. Executive Vice President, Human Resources, General Counsel and Corporate Secretary, Advance Auto Parts, Inc. from January 2015 to May 2016. Senior Vice President, Human Resources, Advance Auto Parts, Inc. from March 2013 to January 2015. Vice President, Employment Counsel and Government Affairs, Advance Auto Parts, Inc. from March 2010 to March 2013. Ms. Finley brings significant legal, human resource, retail, risk management, and public company corporate governance expertise from her multiple leadership roles at Advance Auto Parts as well as merger and acquisition experience. In addition, her close ties to the communities the Bank serves benefit the entire organization.	53	2017

Charles H. Majors	Chairman of the Board of Directors of the Company and the Bank since January 2015. Executive Chairman of the Company and the Bank from January 2013 to January 2015. Chairman and Chief Executive Officer of the Company and Chairman of the Bank from January 2012 to January 2013. President and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of the Bank from June 2010 to January 2012. President and Chief Executive Officer of the Company and the Bank from 1994 to June 2010. Mr. Majors brings his long tenure and experience as the Chief Executive Officer of the Company. His prior experience as a practicing corporate attorney provides significant expertise in risk management, regulatory, and legal issues.	74	1981



Name	Principal Occupation	Age	Director Since
Dan M. Pleasant	Chief Operating Officer, The Dewberry Companies, Inc. (engineering, architectural and consulting), Fairfax, VA. Mr. Pleasant brings significant experience as a professional engineer working in the Company’s market areas in Virginia and North Carolina. In addition, he is the Chief Operating Officer of a large national architectural, engineering and consulting firm, currently leading the firm’s merger and acquisition program. He is currently a board member of the Virginia Economic Development Partnership and the Virginia Chamber of Commerce.	69	2011

Joel R. Shepherd	President, Virginia Home Furnishings, Inc. (furniture retailer) and 220 Self Storage, Inc. (self-storage provider), Rocky Mount, VA. A former chairman of Franklin Community Bank, N.A. and MainStreet BankShares, Inc. (acquired by the Company in 2015), Mr. Shepherd brings substantial entrepreneurial, construction, finance and management skills gained through his various enterprises. He also brings banking and investment experience. He was Vice President and Portfolio Manager in the Funds Management Division of Dominion Bankshares, Inc. (acquired by First Union Corporation, now part of Wells Fargo & Company) from 1986 to 1993.	56	2015
Directors of Class I to continue in office until 2021
Kenneth S. Bowling	Vice President, H.T. Bowling Inc. (heavy construction), Radford, VA. Mr. Bowling brings knowledge about the New River Valley market area where he has built a long-term successful construction business. As a former director of HomeTown Bank (acquired by the Company in 2019), he brings industry, governance, management and community bank experience to the Board.	72	2019



Name	Principal Occupation	Age	Director Since
Michael P. Haley	Retired Adviser, Fenway Partners, LLC (private equity investments), New York, NY. Retired Managing Director, Fenway Resources since June 2015. Adviser to Fenway Partners, LLC from April 2006 and Managing Director of its affiliate, Fenway Resources from March 2008, respectively, to June 2015. Mr. Michael Haley brings high level financial expertise as a former Chief Executive Officer of a publicly traded manufacturing company and as a former adviser to a private equity firm. He also brings experience in operations and risk management and public company corporate governance. His background helps him fill the role of financial expert on the Company’s Audit Committee.	69	2002

Charles S. Harris	Executive Vice President, Averett University, Danville, VA. Mr. Harris brings significant operational and financial management experience, including as the Director of Athletics for several universities of various sizes, both public and private. He brings diversity and a different perspective from his work with college students, the future customers for the Bank.	68	2008

F. D. Hornaday, III	President and Chief Executive Officer, Knit Wear Fabrics, Inc. (circular knit manufacturer), Burlington, NC. A former director and vice chairman of MidCarolina Bank and MidCarolina Financial Corporation (“MidCarolina”) (acquired by the Company in 2011), Mr. Hornaday brings his multifaceted experience as President of a textile company, adding to the Board’s understanding of the challenges and opportunities facing manufacturing. In addition, his board service in the health industry and his former board service in the trust industry bring value to the Board.	69	2011



Name	Principal Occupation	Age	Director Since
Directors of Class II to continue in office until 2022
Nancy Howell Agee	President and Chief Executive Officer, Carilion Clinic (health care organization), Roanoke, VA. A former director of HomeTown Bank and HomeTown Bankshares Corporation (“HomeTown’) (acquired by the Company in 2019), Ms. Agee brings to the Board her leadership abilities, many years of service in the Bank’s Roanoke market area and significant knowledge and experience in finance and management as President and Chief Executive Officer of a large health care organization. She currently serves as immediate past Chair of the American Hospital Association and director of two publicly traded companies.	67	2019

Jeffrey V. Haley	President and Chief Executive Officer of the Company and the Bank since January 2013. President of the Company and President and Chief Executive Officer of the Bank from January 2012 to January 2013. Executive Vice President of the Company and President of the Bank from June 2010 to January 2012. President of Trust and Financial Services and Executive Vice President of the Bank from July 2008 to June 2010. Mr. Jeffrey Haley brings expertise based on more than 20 years in community banking and 16 years in the retail industry. His varied operational and management responsibilities during his banking tenure enable him to contribute a uniquely relevant perspective to the Board’s deliberations.	59	2012

John H. Love	President and Chief Operating Officer, W.E. Love & Associates, LLC (insurance brokerage), Burlington, NC since January 2018. President and Chief Executive Officer of W.E. Love & Associates, Inc. from December 2011 to January 2018. A former director of MidCarolina Bank and MidCarolina (acquired by the Company in 2011), Mr. Love brings an expert perspective on risk management, mitigation and governmental regulation based on his experience as President of a large commercial insurance brokerage firm.	60	2011



Name	Principal Occupation	Age	Director Since
Ronda M. Penn	Chief Financial Officer, Plexus Capital LLC (small business investments), Raleigh, NC since September 2012. Partner, Dixon Hughes Goodman LLP (public accounting), Greensboro, NC from 2006 to September 2012. Mrs. Penn brings significant financial, accounting, internal control, investment and management expertise as a Chief Financial Officer, Certified Public Accountant and former partner with a national accounting firm. Her background helps her fill the role of financial expert on the Company’s Audit Committee.	57	2015

Susan K. Still	President of Virginia Banking of the Bank from April 2019 to December 2019. Director, President and Chief Executive Officer of HomeTown Bank and HomeTown (acquired by the Company in 2019) from May 2008 to March 2019. Ms. Still brings to the Board more than 40 years of banking experience in one of the Bank’s largest market areas. Her deep roots in the Roanoke community, thorough understanding of the banking industry and former Chief Executive Officer and director experience make her an asset to the Board. She served as a director of the Federal Reserve Bank of Richmond from January 1, 2016 until December 31, 2019.	66	2019

Executive Officers

Information on the Company’s executive officers as of December 31, 2019 who are not directors is disclosed in Part I, Item 1, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was mailed with this proxy statement.

Board Independence

The Company’s Board of Directors has determined that, except for Ms. Still and Messrs. Majors and Jeffrey Haley, each director is independent within the director independence standard of the Nasdaq Stock Market LLC (“Nasdaq”), as currently in effect, and within the Company’s director independence standards, as established and monitored by the Company’s Corporate Governance and Nominating Committee.

Michael P. Haley is not related to Jeffrey V. Haley, President and Chief Executive Officer of the Company and the Bank. In order to avoid any confusion, Michael P. Haley will be referred to as Michael Haley and Jeffrey V. Haley will be referred to as Jeffrey Haley in this proxy statement.

Board Members Serving on Other Publicly Traded Company Boards of Directors

Ms. Agee has been a director of RGC Resources, Inc. since 2005 and Healthcare Realty Trust Incorporated since 2016. Michael Haley served as director of Stanley Furniture Company, Inc. from 2003 to 2017, Ply Gem Holdings, Inc. from 2006 to 2018 and LifePoint Health, Inc. from 2005 to 2018. LifePoint Health, Inc. was acquired by Apollo Global Management LLC in 2018 and he continues to serve as a director.

Board of Directors and Committees

Directors are expected to devote sufficient time, energy, and attention to ensure diligent performance of their duties, including attendance at board, committee, and shareholder meetings. The Board of Directors of the Company met 11 times during 2019. The non-management directors held 11 executive sessions during 2019, exclusive of the Chief Executive Officer and any other management. The Chairman of the Board presides at such sessions. In accordance with the Company’s Corporate Governance Guidelines, the independent directors, exclusive of the Chairman of the Board and Chief Executive Officer, also held quarterly executive sessions during 2019. Prior to May 2019, the Chairman of the Corporate Governance and Nominating Committee presided at such sessions. Since May 2019, the Lead Independent Director presides at such session. The Board of Directors of the Bank, which consists of all members of the Company’s Board, met 11 times during 2019.

All incumbent directors and director nominees attended at least 80% of the aggregate total number of meetings of the Company's Boards of Directors and committees on which they served in 2019. Thirteen directors attended the 2019 Annual Meeting of Shareholders.

The Boards of Directors of the Company and the Bank have established various committees, including the Audit Committee, the Capital Management Committee, the Corporate Governance and Nominating Committee, the Human Resources and Compensation Committee, and the Risk and Compliance Committee. Membership and other information on these committees are detailed below.

The Audit Committee met four times in 2019. This Committee currently consists of Ms. Penn and Messrs. Bowling, Michael Haley, Harris, and Owen. Ms. Penn serves as the Chairman. The

Committee reviews significant audit, accounting and financial reporting principles, policies and practices; is directly responsible for engaging and monitoring the independent registered public accounting firm of the Company; and provides oversight of the financial reporting and internal auditing functions. A more detailed description of the functions of this Committee is contained under the heading “Report of the Audit Committee.” All of the members of this Committee are considered independent within the meaning of SEC regulations, the listing standards of Nasdaq, and the Company’s Corporate Governance Guidelines. Ms. Penn and Messrs. Michael Haley and Owen, members of the Committee, are qualified as audit committee financial experts within the meaning of SEC regulations and the Board has determined that each has accounting and related financial management expertise within the meaning of the listing standards of Nasdaq.

The Capital Management Committee met four times in 2019. This Committee currently consists of Ms. Agee and Messrs. Michael Haley, Owen, Pleasant, and Shepherd. Mr. Shepherd serves as the Chairman. This Committee assists the Board in the following areas: market, interest rate, liquidity and investment risk; capital management; and dividend and securities related matters. All of the members of this Committee are considered independent within the meaning of SEC regulations, the listing standards of Nasdaq, and the Company’s Corporate Governance Guidelines.

The Corporate Governance and Nominating Committee met four times in 2019. This Committee currently consists of Ms. Agee and Messrs. Michael Haley, Hornaday, Owen, and Shepherd. Mr. Owen serves as the Chairman. Dr. Maddux also served as a Committee member until his resignation. The Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company’s Corporate Governance Guidelines. In addition, the Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Committee also supervises the Board’s annual review of director independence, oversees the Board’s performance self-evaluation and makes recommendations to the Board of Directors regarding director compensation. All of the members of this Committee are considered independent within the meaning of SEC regulations, the listing standards of Nasdaq, and the Company’s Corporate Governance Guidelines.

The Human Resources and Compensation Committee met four times in 2019. The Committee currently consists of Mses. Finley and Penn and Messrs. Michael Haley, Love, and Pleasant. Mr. Pleasant serves as the Chairman. This Committee is responsible for establishing and approving the compensation of executive officers of the Company, except for the compensation of the Chief Executive Officer. The compensation of the Chief Executive Officer is reviewed, discussed, and approved by the independent members of the Board of Directors, upon recommendation of the Committee. The Committee also makes

recommendations to the Board of Directors regarding promotions and related personnel matters. The Committee oversees succession planning for the Chief Executive Officer and makes recommendations to the Board of Directors regarding succession. Reference is made to the “Compensation Discussion and Analysis” section of this proxy statement for further information on the duties and responsibilities of this Committee. No member of the Human Resources and Compensation Committee is a current officer or employee of the Company. All of the members of this Committee are considered independent within the meaning of SEC regulations, the standards of Nasdaq, and the Company’s Corporate Governance Guidelines.

The Risk and Compliance Committee met four times in 2019. This Committee currently consists of Mses. Finley and Still and Messrs. Bowling, Harris, and Love. Mr. Harris serves as the Chairman. Dr. Maddux also served as a Committee member until his resignation. The Committee reviews all aspects of regulatory compliance and significant operational risk and security related matters. These risks include, but are not limited to, credit, information security (including cybersecurity), fraud, physical security, insurance, and vendor management. The Committee also provides oversight for the Board in the following areas: review of trends affecting the loan portfolio; oversight of the loan review function and credit policy; and review of the adequacy of the allowance for loan losses. This Committee also is focused on the development and evolution of enterprise risk management oversight. In recognition of the nature, extent and sensitivity of technology risks in the financial sector, the Board in 2018 created a subcommittee of the Risk and Compliance Committee to focus on technology and information security (including cybersecurity). Dr. Maddux was the Chairman and Ms. Finley was a member. After Dr. Maddux’s resignation, the role of this subcommittee was moved back into the full Committee.

The charters of the Board Committees are available on the Company’s website, www.amnb.com. For access to the charters, select the “Investors” icon, then select “Governance Documents.”

Compensation Committee Interlocks and Insider Participation

No member of the Human Resources and Compensation Committee or executive officer of the Company has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity.

Director Nominations Process

The Company’s Board of Directors has adopted, as a component of its Corporate Governance Guidelines, a process related to director nominations (the “Nominations Process”). The purpose of the

Nominations Process is to describe the manner by which candidates for possible inclusion in the Company’s recommended slate of director nominees are selected. The Nominations Process is administered by the Corporate Governance and Nominating Committee of the Board.

The Committee considers candidates for Board membership suggested by its members, other Board members, management, and shareholders. A shareholder who wishes to recommend a prospective nominee for the Board may, at any time, notify the Company’s Chairman, President or any member of the Committee in writing with supporting material the shareholder considers appropriate. The Committee will consider the shareholder’s recommendation and will decide whether to recommend to the Board the nomination of any person recommended by a shareholder pursuant to the provisions of the Company’s bylaws relating to shareholder proposals, as described in the “Shareholder Communications and Proposals” section of this proxy statement.

Once the Committee has identified a candidate, it makes an initial determination whether to conduct a full evaluation of the candidate based on information accompanying the recommendation and the Committee members’ knowledge of the candidate, which may be supplemented by inquiries to the person making such recommendation or to others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the candidate can satisfy the evaluation factors established in the Corporate Governance Guidelines. The Committee may seek additional information about the candidate’s background and experience. The Committee then evaluates the candidate against the criteria in the Company’s Corporate Governance Guidelines, including, but not limited to, independence, availability for time commitment, skills such as an understanding of the financial services industry, and general business knowledge and experience, all in the context of an assessment of the perceived needs of the Board at that point in time. The Committee does not have a formal policy with respect to diversity on the Board. However, it considers diversity as a prerequisite for adequately representing the interests of the various stakeholders in the Company – shareholders, customers, and employees. The Committee seeks diversity in overall board composition. In the Committee’s nominee considerations, diversity is a much broader concept than just the traditional racial and gender dimensions, as it also includes education, geography, business and professional experience and expertise, and civic involvement and responsibility, especially within the Company’s market area. In connection with this evaluation process, the Committee determines whether to interview the candidate, and if warranted, one or more members of the Committee will conduct such interview. After completing the evaluation, the Committee makes a recommendation to the Board of Directors as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation of the Committee.

Corporate Governance and Risk Oversight Practices

In a financial institution, the role of the Board is critical to the success or failure of the enterprise. The Board of Directors is led by the Company’s Chairman, Mr. Majors. Until May 2019, the Chairman of the Corporate Governance and Nominating Committee, Mr. Owen, functioned as the Lead Independent Director. In May 2019, Mr. Michael Haley was named as Lead Independent Director. In such role, he chairs the Board in the absence of the Chairman or the Chief Executive Officer or when the Board’s independent directors meet in executive session. Mr. Michael Haley is a retired Chief Executive Officer of a publicly traded manufacturing company and a former adviser to a private equity firm, and his background and experience prepare him well for this role. Meetings of the independent directors are held at least quarterly.

The Board of Directors of a financial institution is the strategic linchpin in the risk oversight process. Financial institutions deal with credit risk, liquidity risk, interest rate risk, investment risk, operational risk, reputation risk, regulatory risk, and technology and information security risk (including cybersecurity risk) in the day-to-day conduct of banking business. In order to better manage the risk oversight process, over the past few years the Board has evolved and enhanced its supervision oversight process.

As part of that evolution, there are three standing Board committees whose focus is specifically risk management and oversight: the Audit Committee, the Capital Management Committee, and the Risk and Compliance Committee. The Audit Committee is primarily concerned with financial reporting and internal control related risks. The Capital Management Committee is primarily concerned with market risk, interest rate risk, liquidity risk, investment risk, and capital management. The Risk and Compliance Committee is primarily concerned with developing an enterprise wide risk management strategy. Its focus is mainly operational, credit, regulatory compliance, and technology and information security risk (including cybersecurity risk). The Board’s Committee efforts are supplemented and supported by the Executive Risk Committee, which is comprised of members of senior management and the Chairman of the Board.

In the opinion of the Board, this structure provides for a constantly evolving and improving approach to risk management and oversight. The Board believes the structure has served the interests of the shareholders, customers, employees and regulators well, as vouched by the Company’s consistently strong asset quality, earnings, and total return to shareholders.

Board Tenure Policy

The Board has a long-standing policy for the Company and the Bank with respect to the tenure of directors. This policy was revised and replaced by a new Directors’ Tenure Policy approved by the Board on December 17, 2019. In summary, it provides for the following:


•	Except as otherwise provided in the policy, the tenure of no director should extend beyond the Company’s Annual Meeting of Shareholders following the date on which such director reaches the age of 74;


•	In furtherance of the policy, no director shall permit his or her name to be placed in nomination for reelection at the Annual Meeting of Shareholders following the date on which such director reaches the age of 72, except as follows:


•	A director who has reached such age may be nominated and, if elected, may serve until the Annual Meeting of Shareholders following the date on which such director reaches the age of 74. At the time of nomination, such director shall submit to the Board a letter of resignation effective at such Annual Meeting of Shareholders.

•

In order to provide continuity of leadership, a director serving as Chairman of the Board may be nominated for one additional term of up to three years and, if elected, may serve until the earlier of (i) the end of such term or (ii) the date that such director is no longer serving as Chairman. At the time of nomination, such director shall submit to the Board a letter of resignation effective upon the date that such director is no longer serving as Chairman.


•	The exceptions described above shall be made by the Board only upon recommendation of the Corporate Governance and Nominating Committee with an affirmative finding that such exceptions are in the best interest of the Company and the Bank;


•	No director shall be nominated for reelection to the Bank Board of Directors unless, at the time of such reelection, he or she would be eligible to be a director of the Company;


•	Any director who retires, resigns, or otherwise whose current employment is severed or who moves outside of the market area of the Bank, shall tender his or her resignation as a director. The Board may accept the resignation, delay acceptance, or decline the accept it;


•	No director who is or was an officer of the Company and/or the Bank shall continue to serve as a director after retirement, resignation, or other severance of employment status. However, the Board may waive this requirement if it is deemed to be in the best interest of the Company and the Bank; and


•	Any former director may be elected by the Board for a term of one year as a Director Emeritus. A Director Emeritus will be entitled to attend and participate in Board meetings, but will not be eligible to vote and their presence will not be considered in the determination of a quorum.

SECURITY OWNERSHIP

The table below includes information on all shareholders of the Company known to management to beneficially own 5% or more of the Company’s common stock.

Name and Address of

Shares of Common Stock Beneficially Owned

Investment Power (1)

Voting Power (1)

Percent of Class

Beneficial Owner

(#) (1)

Shared

Sole

None

Shared

Sole

None

(%)

BlackRock, Inc.

760,581

—

760,581

—

741,467

—

6.9%

55 East 52nd Street

New York, New York 10055 (2)

____________________

(1)

For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 under which, in general, a person or entity is deemed to be the beneficial owner of a security if he or it has or shares the power to vote or direct the voting of the security or the power to dispose of or direct the disposition of the security, or if he or it has the right to acquire beneficial ownership of the security within 60 days.

(2)

Other than percent of class, this information is based solely upon information as of December 31, 2019 contained in a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 4, 2020 relating to the beneficial ownership of the Company’s common stock by BlackRock, Inc. and entities affiliated with BlackRock, Inc. The percent of class in the table above is different than reported in the Schedule 13G/A as it has been computed based on the number of shares beneficially owned by BlackRock, Inc. as reported in the Schedule 13G/A and the number of shares of the Company’s common stock outstanding as of the close of business on the record date for the Annual Meeting, March 31, 2020. The percent of class reported in the Schedule 13G/A, which was computed based on the number of shares of the Company’s common stock outstanding on December 31, 2019, is 6.9%.

The following table sets forth, as of March 31, 2020, the Annual Meeting record date, the beneficial ownership of the Company’s common stock by all directors and nominees for director, all executive officers of the Company named in the Summary Compensation Table on page 32 of this proxy statement, and all current directors and executive officers of the Company as a group.



Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (#) (1)			Percent of Class (%)

Nancy Howell Agee	15,162			*
Kenneth S. Bowling	13,386			*
Jeffrey W. Farrar	2,997	(2)		*
Tammy Moss Finley	4,559			*
Jeffrey V. Haley	62,462	(2)	(3)	*
Michael P. Haley	18,617	(4)		*
Charles S. Harris	9,479			*
F. D. Hornaday, III	30,746	(3)		*
John H. Love	25,829			*
Charles H. Majors	59,140	(3)		*
Edward C. Martin	3,472	(2)		*
Claude B. Owen, Jr.	32,764	(3)		*
Ronda M. Penn	6,854			*
Dan M. Pleasant	26,463	(4)		*
Joel R. Shepherd	70,703	(3)	(4)	*
John H. Settle, Jr.	3,546	(2)		*
Susan K. Still	10,512			*
H. Gregg Strader	20,572	(2)		*
William W. Traynham	29,824	(2)		*
All directors and executive officers as a group (19)	447,087	(5)		4.08

_____________


*	Represents less than 1% ownership.

(1)

For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 under which, in general, a person is deemed to be the beneficial owner of a security if he or she has or shares the power to vote or direct the voting of the security or the power to dispose of or direct the disposition of the security, or if he or she has the right to acquire beneficial ownership of the security within 60 days.


(2)	Includes shares of restricted stock awarded, as follows: Mr. Farrar, 1,997 shares, Mr. Jeffrey Haley, 37,588 shares; Mr. Martin, 3,472 shares; Mr. Settle, 2,146 shares; Mr. Strader, 13,659 shares; and Mr. Traynham, 21,824 shares; all executive officers as a group, 80,686 shares. The shares are subject to a

vesting schedule, forfeiture risk and other restrictions. These shares can be voted at the Annual Meeting.


(3)	Includes shares held by affiliated companies, close relatives, minor children, and shares held jointly with spouses or as custodians or trustees, as follows: Mr. Jeffrey Haley, 1,222 shares; Mr. Hornaday, 2,072 shares; Mr. Majors, 4,454 shares; Mr. Owen, 4,200 shares; and Mr. Shepherd, 100 shares.


(4)	Includes stock awards held under a nonqualified deferred compensation plan for directors, as follows:

Mr. Michael Haley, 8,823 shares; Mr. Pleasant, 7,985 shares; and Mr. Shepherd, 2,930 shares. These shares cannot be voted at the Annual Meeting.


(5)	None of the individuals named in the table have pledged their shares as collateral.

COMPENSATION COMMITTEE REPORT

The Human Resources and Compensation Committee of the Board of Directors has reviewed and discussed with the Board and management the Company’s Compensation Discussion and Analysis. Based upon this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, portions of which are incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC.

Respectfully submitted,

Dan M. Pleasant, Chairman

Michael P. Haley

Tammy Moss Finley

John H. Love

Ronda M. Penn

COMPENSATION DISCUSSION AND ANALYSIS

The Company’s Executive Compensation Philosophy

The purpose of the Company’s compensation philosophy is to treat employees fairly and to pay compensation at a level commensurate with the market, given individual and Company factors and performance. The Company’s compensation programs, levels, practices and policies are consistent with the Company’s values, culture and mission. The Company supports a pay-for-performance culture, creation of an environment where employees can succeed, and values long-standing, productive employee service.

The Human Resources and Compensation Committee of the Board of Directors (the “Committee”) is responsible for establishing and approving the compensation of the executive officers of the Company, except for the compensation of the Chief Executive Officer, which is approved by the independent members of the Board of Directors. The Committee considers a variety of factors and criteria in arriving at its decisions and recommendations for compensation. The Committee’s objective is to attract and retain a superb leadership team with market-competitive compensation and to align the team member’s interests with those of the Company, its customers and its shareholders. Accordingly, a significant portion of the Company’s executive officers’ compensation is directly and materially linked to operating performance. In particular, cash incentive payments and restricted stock awards are heavily dependent on meeting or exceeding Company financial performance goals as well as objective and subjective criteria related to the executive officer’s area of responsibility.

Each director who served on the Committee during 2019 qualifies as a “non-employee director” as such term is defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 and is an “independent director” as such term is defined in Nasdaq Marketplace Rule 5605(a)(2).

The Committee considers the results of the shareholder advisory say-on-pay vote in its deliberations regarding compensation of the named executive officers. At the Company’s 2019 Annual Meeting, 95.5% of shareholders who voted at the meeting voted for the approval of the compensation levels and programs provided to the named executive officers. The Committee viewed the shareholder vote at the 2019 Annual Meeting as an expression of the shareholders’ overall satisfaction with the Company’s current executive compensation levels and programs. While the shareholder vote reflected support for the Company’s executive compensation, the Committee, the Board of Directors and executive management has evaluated the compensation programs each year to ensure they continue to align the

interests of the executives with those of the Company’s shareholders, and continue to strengthen the linkage of pay to performance.

Named Executive Officers

This Compensation Discussion and Analysis section describes the Company’s 2019 executive compensation programs and decisions with respect to the Company’s executive officers and, in particular, each executive officer named in the Summary Compensation Table on page 32 (the “named executive officers”). In 2019, our named executive officers were:



Named Executive Officers	Principal Position During 2019	Years of Service
Jeffrey V. Haley	President and Chief Executive Officer of the Company and the Bank	23
H. Gregg Strader	Executive Vice President and Chief Banking Officer of the Company and the Bank	7
Jeffrey W. Farrar (1)	Executive Vice President and Chief Operating and Chief Financial Officer of the Company and the Bank	1
William W. Traynham (2)	Executive Vice President and Chief Financial Officer of the Company and the Bank	11
Edward C. Martin (3)	Executive Vice President and Chief Credit Officer of the Company and the Bank	4
John H. Settle, Jr.	Executive Vice President and President of Trust and Investment Services of the Bank	4

_____________


(1)	Mr. Farrar joined the Company on August 1, 2019 and was appointed an executive officer of the Company and Bank.

He became Chief Financial Officer on November 1, 2019.


(2)	Mr. Traynham retired from the Company on October 31, 2019.


(3)	Mr. Martin was appointed an executive officer of the Company on January 1, 2020 and the Bank on March 30, 2017.

Role of Compensation Consultant

During 2017, the Committee retained the services of Pearl Meyer & Partners, LLC (“PM&P”), an independent executive compensation consulting firm, to provide consulting services in connection with conducting a competitive compensation review with respect to the organization’s executive management

team, a larger group than the named executive officers. Management was not involved in the decision to use an outside consultant or the selection of PM&P in 2017.

The compensation review encompassed (i) the development of a custom peer group consisting of community banks of comparable size in Virginia and contiguous states, publicly traded, with assets between $1.2 billion and $3 billion; (ii) an assessment of the Company’s executive compensation as compared to market (similar executives in the peer group); (iii) a high level assessment of the Company’s performance relative to peers; and (iv) establishing a basis for discussing potential pay or other compensation changes in future periods.

The 2017 custom peer group of comparable community banks consisted of the following institutions:



Institution Name	Ticker	State
Stock Yards Bancorp, Inc.	SYBT	KY
Atlantic Capital Bancshares, Inc.	ACBI	GA
HomeTrust Bancshares Inc.	HTBI	NC
First Community Bancshares, Inc.	FCBC	VA
WashingtonFirst Bankshares, Inc.	WFBI	VA
Summit Financial Group, Inc.	SMMF	WV
Old Line Bancshares, Inc.	OLBK	MD
Carolina Financial Corporation	CARO	SC
Farmers Capital Bank Corporation	FFKT	KY
Premier Financial Bancorp, Inc.	PFBI	WV
C&F Financial Corporation	CFFI	VA
Access National Corporation	ANCX	VA
Southern First Bancshares, Inc.	SFST	SC
The Community Financial Corporation	TCFC	MD
First United Corporation	FUNC	MD
Entegra Financial Corp.	ENFC	NC
Community Bankers Trust Corporation	ESXB	VA
National Bankshares, Inc.	NKSH	VA

The PM&P review in 2017 determined that overall base salaries provided to executive management approximated 102% of the 75th percentile and 122% of the market median. The review further determined that total direct compensation (total cash plus equity awards) approximated 88% of the 75% percentile and 106% of the market median. The Committee determined that, due to the high performance of the Company, it is desired that salaries and total compensation for the Company’s executive officers should be in the range of 75% of the markets; therefore, PM&P considered 2017 compensation levels competitive with the market. The Board of Directors and the Chief Executive Officer considered this information as part of their decision making process on current executive compensation levels.

During 2017, PM&P reported directly to the Committee. In 2017, the Corporate Governance and Nominating Committee also engaged PM&P to provide a peer comparison of director compensation. At that time, the Committee analyzed whether the work of PM&P raised any conflicts of interest, taking into consideration the following factors, among others: (i) the provision of other services to the Company by PM&P; (ii) the amount of fees from the Company paid to PM&P as a percentage of PM&P’s total revenues; (iii) PM&P’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of PM&P or the individual compensation advisors employed by PM&P with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Committee; and (vi) any stock of the Company owned by PM&P or the individual compensation advisors employed by PM&P. The Committee determined, based on its analysis of the above factors, among others, that the work of PM&P and the individual compensation advisors employed by PM&P as compensation consultants or advisors to the Company did not create any conflicts of interest.

During 2019, the Corporate Governance and Nominating Committee engaged PM&P to conduct a director compensation study.

CEO Pay Ratio

As required by SEC regulations, the Company is providing the following information about the relationship of the annual total compensation of its median employee and the annual total compensation of its Chief Executive Officer.

For 2019, the median of the annual total compensation of all employees of the Company, excluding the Chief Executive Officer, was $58,459 and the annual total compensation of the Chief Executive Officer was $941,960 as reflected in the Summary Compensation Table on page 32. Based on this information, for 2019, the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all employees was 16 to 1.

To determine the median of the annual total compensation of all employees of the Company, excluding the Chief Executive Officer, the Company identified its total employee population as of December 31, 2019, which consisted of 376 employees. To identify the median employee, the Company conducted a full analysis of this employee population, without the use of statistical sampling. The median employee was determined using “total compensation” for the full year 2019. “Total compensation” consisted of gross wages which included base wages, bonus, paid time off, and overtime plus Company provided benefits. Gross wages were annualized for employees who were not employed for the full year

in 2019. The Company then calculated the annual total compensation of the median employee using the same methodology used in calculating the annual total compensation of the Chief Executive Officer.

Salary

The base salary of each named executive officer is designed to be competitive with that of the Company’s peer banks and bank holding companies. In establishing the base salaries for the named executive officers in 2019, the Committee and Board relied upon an evaluation of each officer’s level of responsibility and performance. The Committee and the independent members of the Board of Directors also took into account the information described above that was provided by PM&P, including the peer group data. In establishing the base salary for the executive officers other than the Chief Executive Officer, the Committee also received and took into account the individual compensation recommendations of the Chief Executive Officer. In executive session, the independent directors collectively evaluated the performance of the Chief Executive Officer, and considered whether his performance benefited the Company’s shareholders. The Chairman of the Committee met with the Chief Executive Officer to review the results of the evaluation after the Committee discussion. The 2019 salary of the Chief Executive Officer was ultimately reviewed, discussed, and approved by the independent members of the Board of Directors in executive session, upon recommendation of the Committee.

Performance Compensation and Bonus Program

For 2019, the Board of Directors and the Committee authorized compensation and incentive amounts for executive officers based on achieving certain financial and non-financial goals. Pursuant to the terms of the incentive program, the Company’s executive officers had the opportunity to earn incentive payments for 2019 performance, with the targeted payout for the Chief Executive Officer set at $220,000 and the targeted payout for the other named executive officers set at an amount equal to a range of 25% to 30% of their respective base salaries. For the Chief Executive Officer, the targeted incentive payment was entirely based on achievement of goals based on core earnings per share (“EPS”). For the other named executive officers, 50% of the targeted incentive payment was based on achievement of certain position specific objective goals and the other 50% was based on the achievement of certain goals based on core EPS. Incentive payments are made in a combination of cash and restricted stock grants, with the percentage mix established by the Committee in its sole discretion. The participants have the option of taking a larger percentage of the bonus payment in restricted stock and less in cash.

The financial target was a certain level of core net income (defined as net income, per generally accepted accounting principles, less the impact of fair value and merger related adjustments) on an EPS

basis. For the Chief Executive Officer, the targeted core EPS was $2.75, which would result in a $220,000 incentive payment. The minimum threshold was $2.67 in core EPS, which would result in a $110,000 payment. The maximum threshold was $2.86 in core EPS, which would result in a $330,000 payment. For 2019, the Company's core EPS of $2.77 resulted in an incentive payment to Mr. Jeffrey Haley of $120,000 with respect to the cash component and 3,217 shares of common stock (grant date market value of $120,000) with respect to the stock component. For 2020, the incentive program methodology will remain the same for the Chief Executive Officer, but with a different target and thresholds.

For each of the named executive officers other than the Chief Executive Officer, the targeted core EPS of $2.75 would result in a target incentive payment equal to 30% of the respective base salaries for Messrs. Farrar, Strader and Traynham, and a target incentive payment equal to 25% of the respective base salaries for Messrs. Martin and Settle. The target payment would decrease proportionately if core EPS was under budget and increase proportionately if core EPS exceeded budget, with a maximum of 37.5% for Messrs. Farrar, Strader and Traynham and 31.25% for Messrs. Martin and Settle. Also in 2019, the cash payments and restricted stock grants under the incentive program became subject to achievement of individual non-financial operational goals in addition to core EPS, which were achieved. For 2020, the incentive program methodology will remain the same for these officers, but with different targets and thresholds.

For 2019, the Company achieved $2.77 in core EPS. Accordingly, with respect to the cash component of the incentive program, Mr. Farrar received $21,233, Mr. Strader received $49,687, Mr. Traynham received $45,302, Mr. Martin received $30,090, and Mr. Settle received $20,220; and with respect to the stock component of the incentive program, Mr. Farrar received 570 shares of common stock (grant date market value of $21,233), Mr. Strader received 1,332 shares of common stock (grant date market value of $49,687), Mr. Traynham received 1,215 shares of common stock (grant date market value of $45,302), Mr. Martin received 807 shares of common stock (grant date market value of $30,090), and Mr. Settle received 542 shares of common stock (grant date market value of $20,220). Messrs. Farrar and Traynham’s payments were prorated based on their respective employment and retirement dates.

Beginning in 2015, certain named executive officers became eligible to participate in a voluntary, nonqualified deferred compensation plan pursuant to which the officers may defer any portion of their annual cash incentive payments. The eligible executive officers for 2019 were Messrs. Jeffrey Haley, Strader and Traynham. In addition, the Company may make discretionary cash bonus contributions to the deferred compensation plan. Such contributions, if any, are made on an annual basis after the Committee assesses the performance of each of the named executive officers and the Company during the most recently completed fiscal year. The goal of the Committee is to award such discretionary bonus payments

commensurate with the officer’s performance during such year. The discretionary cash bonus contributions are indicated under the “Bonus” column of the Summary Compensation Table on page 32. See also “Nonqualified Deferred Compensation” on page 37 for more information on the plan.

In the opinion of the Committee and the Board of Directors, the Company’s compensation practices do not encourage excessive or inappropriate risk taking and are not reasonably likely to have a material adverse effect on the Company, but rather will have a positive effect on the Company.

Equity Compensation Plan

The Company maintains the American National Bankshares Inc. 2018 Equity Compensation Plan (“2018 Plan”), which was designed to attract and retain qualified key personnel, provide employees with a proprietary interest in the Company as an incentive to contribute to the success of the Company, and reward employees for outstanding performance and the attainment of goals. The 2018 Plan was adopted by the Board of Directors of the Company on February 20, 2018, approved by the shareholders on May 15, 2018 at the Company’s 2018 Annual Meeting and expires on February 19, 2028. The 2018 Plan provides for the granting of restricted stock awards, incentive and non-statutory stock options, restricted stock units and other stock-based awards to employees and directors, at the discretion of the Board or a Board designated committee. The 2018 Plan prohibits the payment of dividends or similar distributions on awards, whether subject to time-based or performance-based vesting, unless and until the vesting requirements have been met, and prohibits share recycling. The 2018 Plan authorizes the issuance of up to 675,000 shares of common stock, and replaced the Company’s 2008 Stock Incentive Plan that expired February 18, 2018.

The 2018 Plan is administered by the Committee. Under the 2018 Plan, the Committee determines which employees will be granted restricted stock awards, other stock-based awards and options, whether such options will be incentive or non-statutory options, the number of shares subject to each option, whether such options will be exercised by delivering other shares of common stock, and when such options become vested and exercisable. In general, the per share exercise price of an incentive stock option must be at least equal to the fair market value of a share of common stock on the date the option is granted. Restricted stock is granted under terms and conditions established by the Committee.

Stock options become vested and exercisable in the manner specified by the Committee. Each stock option or portion thereof is exercisable at any time on or after it vests and is exercisable until ten years after its date of grant. No stock options have been backdated or repriced. As of December 31, 2019, options for 13,944 shares are exercisable, all of which were granted under HomeTown Bank’s 2005

Stock Option Plan, which was assumed in the HomeTown Bankshares Corporation merger. There were no stock options awarded in 2019.

The Company from time-to-time grants shares of restricted stock under the 2018 Plan to key employees and non-employee directors. The Company believes the awards help align the interests of these employees and directors with the interests of the shareholders of the Company by providing economic value directly related to increases in the value of the Company’s common stock. The value of the stock awarded is based on the fair market value of the Company’s common stock at the time of the grant, which is the closing price of the stock on the Nasdaq Global Select Market on the grant date. The Company recognizes expense, equal to the total value of such awards, proportionately over the vesting period of the stock grants.

The current grants of restricted stock do not have performance conditions that must be satisfied in order for the shares to be earned and vest either at or ratably over 36 months after the award date. On January 21, 2020, the Company awarded an aggregate of 18,630 shares of restricted stock to the named executive officers and 36 other senior officers of the Bank.

Unvested restricted stock for the year ended December 31, 2019 is summarized in the following table.



Restricted Stock	Shares	Weighted Average Grant Date Value
Unvested at January 1, 2019	52,798	$31.71
Replacement stock awards	7,137	$27.28
Granted	22,274	$32.79
Vested	(23,572)	$23.70
Forfeited	(1,366)	$33.22
Unvested at December 31, 2019	57,271	$34.84

As of December 31, 2019, total unrecognized compensation cost related to unvested restricted stock granted under the 2008 Plan and the 2018 Plan amounted to $751,000. This cost is expected to be recognized over the next 12 to 36 months.

Retirement Plan

Through December 31, 2009, the Company’s retirement plan was a non-contributory defined benefit pension plan that covered all full-time employees of the Company who were 21 years of age or older and who had at least one year of service. Advanced funding of the plan was accomplished by using the actuarial cost method known as the “collective aggregate cost method”.

The plan was closed to new participants at December 31, 2009. On that date, the Company converted the plan to a cash balance plan. Participant balances at that date reflected the net present value of the plan’s then existing obligation to the participants. Beginning January 1, 2010, participants earn income each year based on the ten-year U.S. Treasury note yield established at December 31 of the prior year, subject to certain adjustments.

401(k) Employee Savings Plan

The Company sponsors a 401(k) Employee Savings Plan in which all full-time employees (age 21 and older) are eligible to participate. The Company matches 100% of employee contributions on the first 3% of earned compensation and 50% of employee contributions of the second 3% of earned compensation. Perquisites received by executive officers are not included as earned compensation under this plan. The Company’s contributions are not subject to a vesting schedule.

Perquisites

Due to the geographic size of the Company’s market area, in 2019 the Company provided the Chief Executive Officer and the Chief Banking Officer with an automobile, and reimbursed them for the cost of fuel and maintenance for the vehicles other than the estimated amount of personal use of the vehicles. In 2020, such arrangement will continue for the Chief Executive Officer and the Chief Banking Officer. There is no tax gross-up provided by the Company for any employee perquisites.

Other Benefit Plans

Executive officers participate in the Company’s benefit plans on the same terms as other employees. These plans include medical, dental, life, and disability insurance. The Company provides life insurance coverage equal to four times the employee’s salary for all eligible employees. Coverage in excess of $50,000 is subject to taxation paid by the employee based on Internal Revenue Service guidelines.

Executive Employment Agreements and Change in Control Arrangements

The Company recognizes that, as a publicly held financial services company, it is imperative that it maintain stability and continuity in its executive management positions. The Company also understands that the possibility of a change in control of the Company exists. In order to protect the interests of the shareholders and the Company, to promote continuity in the event of a change in control and to minimize uncertainty among executive management, the Company and its executive officers have entered into employment agreements that contain severance arrangements in connection with a change in control of the Company. All named executive officers currently have operative employment agreements, other than Mr. Traynham, who retired from the Company on October 31, 2019.

On March 2, 2015, the Company entered into separate employment agreements with Messrs. Jeffrey Haley and Strader. Mr. Farrar entered into his employment agreement on August 5, 2019, which was his hire date. Mr. Martin entered into his employment agreement on September 21, 2016, which was his hire date. Mr. Settle entered into his employment agreement on February 8, 2017, approximately four months after his hire date. The agreements for Messrs. Jeffrey Haley and Strader provided for an initial three year term that extended through December 31, 2017. Mr. Farrar’s agreement provides for an initial three year term that extends through August 4, 2022. Mr. Martin’s agreement provided for an initial three year term that extended through December 31, 2019 and Mr. Settle’s agreement provided for an initial three year term that extended through October 31, 2019.

Effective January 1, 2016, Mr. Jeffrey Haley’s agreement renews automatically on a daily basis so that the term of employment always has at least two years to run. Effective January 1, 2017, the agreement for Mr. Strader renews automatically on a daily basis so that the term of employment always has at least one year to run. Effective August 5, 2021, Mr. Farrar’s agreement renews automatically on a daily basis so that the term of employment always has at least one year to run. Effective January 1, 2019, Mr. Martin’s agreement renews automatically on a daily basis so that the term of employment always has at least one year to run. Effective November 1, 2018, Mr. Settle’s agreement renews automatically on a daily basis so that the term of employment always has at least one year to run. Each agreement will automatically terminate on the first day of the month immediately following the month in which the officer turns 70.

The Company may give each of the named executive officers, other than Mr. Jeffrey Haley, notice of nonrenewal of such officer’s agreement at any time, and the agreement will terminate one year thereafter. In the case of Mr. Jeffrey Haley, notice of nonrenewal may be given at any time and his agreement will terminate two years thereafter.

The agreements provide that each officer’s base salary will be reviewed annually, and that the officers will be entitled to participate in such short-term and/or long-term cash and equity incentive plans as the Company may determine.

If the Company terminates the officer’s employment for any reason other than for “Cause” or if the officer terminates his employment for “Good Reason” (each as defined in the agreement), the Company will, subject to the officer’s execution and non-revocation of a general release of claims, make a lump sum payment in an amount equal to the product of (x) the officer’s “Final Monthly Compensation” (defined in the agreement as the sum of the officer’s base salary in effect at the date of termination and the annual bonus paid or payable for the most recently completed year, divided by twelve) times (y) the number of months remaining between the date of termination and the expiration of the current employment term. The Company will also make a lump sum payment in an amount equal to the product of (x) the amount of the monthly group insurance premiums contributed by the Company for the officer’s health, dental and vision insurance coverage (exclusive of the amounts paid by the officer for such coverage) (the “COBRA Premium”) times (y) the number of months remaining between the date of termination and the expiration of the current employment term. Upon termination of employment, each officer will be subject to certain noncompetition and nonsolicitation restrictions for one year.

The employment agreements include a double-trigger severance structure in the event of a change in control. If a change in control of the Company occurs and the officer’s employment is terminated without Cause or for Good Reason within 24 months following the change in control, the following severance benefits will be paid: (i) the amount of any incentive or bonus compensation earned which has not been paid; (ii) a pro-rated bonus based on the prior year’s cash bonus amount; (iii) a lump sum payment equal to 2.99 times Mr. Jeffrey Haley’s “Final Compensation” and 2.0 times each of the other named executive officers’ “Final Compensation” (defined in the agreements as the base salary in effect at the date of termination plus the highest annual cash bonus paid or payable for the two most recently completed years); and (iv) a lump sum payment equal to the monthly COBRA Premium times 36 months in the case of Mr. Jeffrey Haley and times 24 months in the case of each of the other named executive officers.

Pursuant to the 2018 Plan, the Committee may provide change in control acceleration parameters under which all, or a portion, of the restricted stock will vest upon the occurrence of a change in control.

Each agreement provides that the severance payments and benefits to which the officer may be entitled in connection with a change in control will be reduced to the amount that does not trigger the golden parachute excise tax under Section 4999 of the Internal Revenue Code of 1986. No reduction,

however, will be made and the officer will be responsible for all excise and other taxes if his after-tax position with no cutback exceeds his after-tax position with a cutback by at least 5%.

Potential Payments upon Termination or Change in Control

If a change in control had occurred on December 31, 2019, and the named executive officers were terminated on that same date, the compensation and benefits that would be payable to each of the named executive officers under the terms of their employment agreements are identified in the following table. This hypothetical scenario would require payment of each officer’s “Final Compensation” as determined under his employment agreement, accrued bonus, and coverage under the Company’s healthcare plan through December 31, 2021. Stock awards represent the market value of restricted shares of stock that have not vested as of December 31, 2019.



Name	Final Compen-sation ($) (1)	Accrued Bonus ($)	COBRA Premium ($)	Stock Awards ($)

Jeffrey V. Haley	2,198,398	200,250	18,000	449,500
H. Gregg Strader	890,908	85,407	12,000	317,897
Jeffrey W. Farrar	719,302	34,651	12,000	71,246
Edward C. Martin	556,306	30,090	12,000	85,721
John H. Settle, Jr.	481,694	20,221	12,000	80,005

______________


(1)	See “Executive Employment Agreements and Change in Control Arrangements” beginning on page 28 for the components included in “Final Compensation.”

Tax and Accounting Considerations

The Company’s practice is to expense salary, bonus and incentive compensation, and benefit costs as they are incurred for tax and accounting purposes. Salary, bonus and incentive compensation, and some benefit payments are taxable to the recipient as ordinary income. The tax and accounting treatment of the various elements of compensation is not a major factor in the Company’s decision making with respect to executive compensation. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy requiring all compensation to be deductible. The Company did not have any nondeductible compensation in 2019.

Security Ownership Guidelines and Hedging of Securities

Stock ownership guidance is in effect for executive officers of the Company. The Chief Executive Officer is expected to maintain stock ownership equal to at least three times his current base salary. The Executive Vice Presidents are expected to maintain stock ownership equal to at least two times their current base salary. No formal deadline has been set for compliance with the above guidelines. However, the executive officers are increasing their equity ownership in the Company as quickly as practical. The Committee has adopted a policy which requires that any grants of restricted stock to executive officers be held by the grantee until fully vested and so long as he or she has achieved the overall ownership guidelines set by the Company.

The Company does not have any policies regarding executive officers’ hedging the economic risk of ownership of the Company’s common stock.

Compensation Recovery Policy

The Board of Directors has approved a Compensation Recovery Policy that allows the Company to recoup from an officer any portion of incentive-based compensation (cash, incentive/bonus awards and all forms of equity based compensation) as the Board deems appropriate if it is determined that such officer (either a current or former officer of the Company or the Bank) engaged in fraud, willful misconduct, or violation of Company or Bank policy that caused or otherwise contributed to the need for a material restatement of the Company’s financial results. Recommendations to recover any portion of incentive-based compensation will be presented to the Board by the Committee after review of all relevant facts and circumstances.

COMPENSATION TABLES

Summary Compensation Table

The following table reflects total compensation paid to or earned by the Company’s named executive officers during the year ended December 31, 2019.



Name and Principal Position	Year	Salary ($)	Bonus ($) (1) (2)	Stock Awards ($) (3)	Non-Equity Incen-tive Plan Com-pen-sation ($) (4)	Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings ($) (5)	All Other Com-pen-sation ($) (6)	Total ($)

Jeffrey V. Haley	2019	534,231	80,250	109,863	120,000	69,409	28,207	941,960
President and Chief	2018	514,039	77,250	126,523	100,000	(19,506)	27,263	825,569
Executive Officer of	2017	488,227	73,500	104,183	117,000	50,475	27,038	860,423
the Company and
the Bank

H. Gregg Strader	2019	356,077	35,720	89,433	49,687	—	24,825	555,742
Executive Vice President	2018	349,808	35,200	92,454	52,530	—	24,284	554,276
and Chief Banking Officer	2017	338,462	34,000	49,394	59,160	—	17,551	498,567
of the Company and
the Bank

Jeffrey W. Farrar (7)	2019	118,750	63,417	16,671	21,234	—	9,216	229,288
Executive Vice President	2018	—	—	—	—	—	—	—
and Chief Operating and	2017	—	—	—	—	—	—	—
Chief Financial Officer
of the Company and
the Bank

William W. Traynham (8)	2019	288,698	28,892	59,101	45,302	—	27,542	449,535
Retired Executive Vice	2018	282,932	28,325	49,858	—	—	26,656	387,771
President and Chief	2017	273,539	27,500	41,408	47,850	—	25,097	415,394
Financial Officer of the
Company and the Bank

Edward C. Martin (9)	2019	247,608	—	24,802	30,090	—	20,935	323,435
Executive Vice President	2018	235,817	—	17,036	29,531	—	20,608	302,992
and Chief Credit Officer	2017	225,000	—	8,335	26,100	—	18,024	277,459
of the Company and
the Bank

John H. Settle, Jr. (10)	2019	220,460	—	19,956	20,221	—	24,269	284,906
Executive Vice President	2018	216,057	—	6,869	20,081	—	20,277	263,284
and President of Trust	2017	—	—	—	—	—	—	—
and Investment Services
of the Bank

_____________

(1)

The Human Resources and Compensation Committee assessed the performance of the eligible executive officer and the Company during the indicated year, and awarded discretionary cash bonus payments commensurate with the officer’s performance. For 2019, 2018 and 2017, the payments were made by contributions into an account established for the officer under the Company’s nonqualified deferred compensation plan for eligible executive officers of the Company.


(2)	Mr. Farrar received a $50,000 cash signing bonus upon execution of his employment agreement in August 2019.


(3)	Amounts shown represent the aggregate full grant date fair value of each award calculated in accordance with FASB ASC Topic 718. The assumptions made in the calculation of these amounts are contained in Note 16 to the Company’s audited financial statements for the year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K.

(4)

Represents cash award for individual and Company performance under the incentive program based upon achievement of specific goals approved by the Board. Achievement of specific goals and amounts of cash awards are determined by the Human Resources and Compensation Committee and submitted to the Board for approval. Participants have the option of taking a larger percentage in restricted stock and less in cash.

(5)

Because the pension plan was converted to a cash balance plan and frozen effective December 31, 2009, the assumptions used to determine the present value of accumulated benefit for each participant were changed so that the present value of accumulated benefit shown as of the end of that year was equal to the opening balance under the cash balance plan. This is the same amount that would have been payable under the prior plan had the participant terminated employment and elected a lump sum payment. There were no benefit increases for any participant attributable to the cash balance plan conversion.


(6)	Details of other compensation for each of the executive officers appear in the All Other Compensation table shown below.


(7)	Mr. Farrar joined the Company on August 1, 2019 and was appointed an executive officer of the Company and Bank. He became Chief Financial Officer on November 1, 2019.


(8)	Mr. Traynham retired from the Company on October 31, 2019.


(9)	Mr. Martin was appointed an executive officer of the Company on January 1, 2020 and the Bank on March 30, 2017.


(10)	Mr. Settle was appointed an executive officer of the Bank on February 8, 2017 and was not considered a named executive officer of the Company in 2017.

All Other Compensation Table



Name	Year	Company Contribution to 401(k) Plan ($)	Other Benefits ($) (1)	Total ($)

Jeffrey V. Haley	2019	12,600	15,607	28,207
	2018	12,375	14,888	27,263
	2017	12,150	14,888	27,038

H. Gregg Strader	2019	12,600	12,225	24,825
	2018	12,375	11,909	24,284
	2017	12,150	5,401	17,551

Jeffrey W. Farrar	2019	5,063	4,153	9,216
	2018	—	—	—
	2017	—	—	—

William W. Traynham	2019	10,832	16,710	27,542
	2018	10,926	15,730	26,656
	2017	10,764	14,333	25,097

Edward C. Martin	2019	12,471	8,464	20,935
	2018	11,786	8,822	20,608
	2017	10,125	7,899	18,024

John H. Settle, Jr.	2019	9,829	14,440	24,269
	2018	9,717	10,560	20,277
	2017	—	—	—

______________


(1)	Other benefits include company paid insurance premiums for all named executive officers.

Grants of Plan-Based Awards in 2019

The following table provides information on the restricted stock awards granted to the named executive officers during the year ended December 31, 2019. There were no stock options granted in 2019.



Name	Grant Date	All Other Stock Awards: Number of Shares of Stock (#) (1)	Grant Date Fair Value of Stock and Option Awards ($) (2)

Jeffrey V. Haley	1/15/2019	3,094	100,000
H. Gregg Strader	1/15/2019	1,634	52,800
Jeffrey W. Farrar	9/16/2019	1,397	50,000
William W. Traynham	1/15/2019	2,629	84,975
Edward C. Martin	1/15/2019	914	29,531
John H. Settle, Jr.	1/15/2019	622	20,081

_____________________


(1)	Restricted stock granted under the 2018 Equity Compensation Plan. The restricted stock awards vest 36 months after the date of issue. Restricted stock has no express performance criteria other than continued employment (with limited exceptions for termination of employment due to death, disability, retirement, reduction-in-force, and change in control).


(2)	Amounts shown represent the aggregate full grant date fair value of each award calculated in accordance with FASB ASC Topic 718. The assumptions made in the calculation of these amounts are contained in Note 16 to the Company’s audited financial statements for the year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K.

Outstanding Equity Awards at Fiscal Year-End

The following table reflects the outstanding stock awards as of December 31, 2019 for the named executive officers. All restricted stock awards were granted at fair market value at the grant date and vest after 36 months. There were no stock options outstanding as of December 31, 2019.



	Stock Awards
Name	Number of Shares of Stock That Have Not Vested (#)	Market Value of Shares of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)	Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)

Jeffrey V. Haley	9,296	329,500	—	—
H. Gregg Strader	7,281	268,210	—	—
Jeffrey W. Farrar	1,397	50,013	—	—
William W. Traynham	5,120	177,262	—	—
Edward C. Martin	1,574	55,631	—	—
John H. Settle, Jr.	1,695	59,785	—	—

Option Exercises and Stock Vested

The following table reflects shares acquired upon the vesting of restricted stock awards in 2019 by the named executive officers and the value realized on vesting. None of the named executive officers holds any outstanding stock options.



	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)

Jeffrey V. Haley	6,588	216,416
H. Gregg Strader	2,718	89,286
Jeffrey W. Farrar	—	—
William W. Traynham	2,515	82,618
Edward C. Martin	302	10,682
John H. Settle, Jr.	—	—

_______________________


(1)	The value realized on vesting is based on the closing price of the Company’s common stock on the date of vesting multiplied by the number of shares acquired.

Pension Benefits

The following table reflects the actuarial present value of the named executive officers’ accumulated benefits under the Company’s former pension plan and the number of years of service earned and credited under the plan as of December 31, 2009, which was the final year of the plan.



Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)
Jeffrey V. Haley	Pension	13	348,963
H. Gregg Strader (1)	Pension	—	—
Jeffrey W. Farrar (1)	Pension	—	—
William W. Traynham (1)	Pension	—	—
Edward C. Martin (1)	Pension	—	—
John H. Settle, Jr. (1)	Pension	—	—

____________________


(1)	Mr. Farrar joined the Company in 2019, Messrs. Martin and Settle in 2016, Mr. Strader in 2013 and Mr. Traynham in 2009. The pension plan was closed to new participants before the officers became eligible for any credited service or accumulated benefit under the plan.

Nonqualified Deferred Compensation

The executive officers of the Company are entitled to participate in the American National Bank & Trust Company Deferred Compensation Plan. Pursuant to the Deferred Compensation Plan, eligible employees can defer up to 100% of base salary or annual cash bonus or both, on an annual basis. Deferral elections are made by eligible executives in December of each year for amounts to be earned in the following year. The plan is administered through the Virginia Bankers Association.

The Company has the option to make a discretionary cash bonus contribution to the account of each eligible executive officer on an annual basis. Such contribution, if any, is made after the Human Resources and Compensation Committee assesses the performance of the officer and the Company with respect to the most recently completed fiscal year. The Company made discretionary contributions of $158,279 in the aggregate to the plan accounts of the eligible executive officers in early 2020, related to the Company’s operational performance and financial results for 2019.

Amounts deferred under the plan are payable beginning on the first day of the calendar quarter following a distributable event. A distributable event includes termination of employment or normal retirement. Distributions can be received either as a lump-sum payment or in monthly or annual installments over a period of not more than 20 years.

The following table provides certain information on nonqualified deferred compensation contributions by the Company and the eligible named executive officers, as well as earnings or losses on such compensation, with respect to the named executive officers during 2019.



Name	Executive Contributions in 2019 ($) (1)	Registrant Contributions in 2019 ($) (2)	Aggregate Earnings/ (Losses) in 2019 ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance as of December 31, 2019 ($)

Jeffrey V. Haley	—	80,250	40,417	—	407,527
H. Gregg Strader	—	35,720	18,172	—	182,234
Jeffrey W. Farrar	—	13,417	—	—	13,417
William W. Traynham	—	28,892	21,015	—	232,845
Edward C. Martin (3)	—	—	—	—	—
John H. Settle, Jr. (4)	—	—	—	—	—

______________________


(1)	No executive made a voluntary deferral of a bonus payment in 2019.


(2)	The amounts in this column reflect the Company’s contributions to the nonqualified deferred compensation plan. The compensation was earned in 2019, credited to the participant’s account on January 30, 2020 and is included in the “Bonus” column of the Summary Compensation Table on page 32.


(3)	As a result of his appointment as an executive officer of the Company on January 1, 2020, Mr. Martin qualified for participation in the nonqualified deferred compensation plan on such date.


(4)	Mr. Settle, as an executive officer of the Bank only, is not eligible to participate in the nonqualified deferred compensation plan.

Director Compensation

During 2019, directors of the Company received their quarterly retainer in the form of restricted stock with a market value of $7,500. These shares were paid quarterly. The attendance fee for each committee meeting, Company board meeting or Bank board meeting was $725 in cash or restricted stock with a market value of $900, also paid quarterly. However, if a Company board meeting and Bank board

meeting were held on the same day only one attendance fee was paid. In addition, the chairmen of the five standing board committees of the Company, the chairman of the Technology and Information Security Subcommittee, the chairman of the Bank’s Trust Committee and the Lead Independent Director received annual retainers. In 2019, the chairmen and the Lead Independent Director received $2,400 in cash or shares of restricted stock with a market value of $3,000.

In 2020, directors of the Company will receive their quarterly retainer in the form of restricted stock with a market value of $10,000. These shares will be paid quarterly. The attendance fee for each committee meeting or board meeting will be $800 in cash or restricted stock with a market value of $1,000, also paid quarterly. All other director compensation will remain the same for 2020.

During 2012, the Board approved an unfunded, nonqualified deferred compensation plan within the meaning of Section 409A of the Internal Revenue Code. This plan granted outside directors the option to defer cash or restricted stock compensation. Amounts deferred were credited to a bookkeeping reserve account maintained by the Company. Such reserve accounts rise and fall with the value of the underlying restricted stock held and any dividends are reinvested in Company stock. Amounts credited to the participant’s account will be payable in lump sum in Company stock on the first business day following the 30^th day after the director’s separation of service. Three of the current outside directors elected this option in prior years. This option was not available in 2019 and is no longer available for deferral of future fees.

Effective January 1, 2018, Board policy requires the directors to maintain ownership of a minimum aggregate market value of $250,000 with respect to shares received for service on the Board. Additional shares may be sold as long as the director maintains the required minimum market value amount. Dividends paid on the shares may be reinvested or not, at the option of the director. The purpose of the stock for fees payment option described above is to encourage greater equity ownership in the Company and, thereby, further align the interests of each director with the interests of the shareholders at large. The Board of Directors sets the retainer and attendance fee based upon recommendation from the Corporate Governance and Nominating Committee. In making its recommendation, the Committee reviews the director compensation of peer banks and received a comparison of peer bank compensation for directors provided by PM&P. There is no tax gross-up provided by the Company for any director compensation. Non-employee directors living outside the Danville, Virginia area are reimbursed for meeting-related travel and lodging expenses. Non-employee directors were excluded from the Company’s retirement plan and, therefore, do not qualify for pension benefits. Directors who are employees of the Company do not receive any director compensation.

In 2019, Mr. Majors, in his role as Chairman of the Company and the Bank, received director fees of $40,000 per quarter. Mr. Majors devotes a significant amount of his time to Board governance, risk oversight, advisory and administrative matters, as well as maintains an active engagement with potential merger and acquisitions opportunities. The Board expects that Mr. Majors will devote approximately 50% of a full time equivalent workweek to the Company’s business. He does not receive any employee compensation, restricted stock, or the other fees customarily paid to the directors. It is anticipated that Mr. Majors will continue to receive similar director fees in 2020.

The following table reflects the director compensation earned or paid during 2019.



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1) (2) (3)	Total ($)
Nancy Howell Agee (4)	—	31,500	31,500
Fred A. Blair (5)	—	40,800	40,800
Kenneth S. Bowling (4)	—	34,200	34,200
Frank C. Crist, Jr., D.D.S. (5)	—	42,600	42,600
Tammy Moss Finley	—	51,600	51,600
Jeffrey V. Haley (6)	—	—	—
Michael P. Haley	—	52,800	52,800
Charles S. Harris	15,325	30,000	45,325
F.D. Hornaday, III	—	49,200	49,200
John H. Love	—	47,100	47,100
Franklin W. Maddux, M.D.	—	48,300	48,300
Charles H. Majors	160,000	—	160,000
Claude B. Owen, Jr.	—	51,000	51,000
Ronda M. Penn	—	49,200	49,200
Dan M. Pleasant	—	49,200	49,200
Joel R. Shepherd	—	48,300	48,300
Susan K. Still (7)	—	—	—
Total	175,325	625,800	801,125

____________________

(1)

Restricted stock was awarded with a market value of $7,500 for the quarterly retainer and $900 per committee meeting or board meeting as previously described, issued quarterly based on the closing price of the Company’s common stock on the first market day of the third month of the quarter. In addition, restricted stock was awarded with a market value of $3,000 for the annual retainer for the chairmen of the Audit Committee, Capital Management Committee, Corporate Governance and Nominating Committee, Human Resources and Compensation Committee, Risk and Compliance Committee, Technology and Information Subcommittee and the

Lead Independent Director, issued annually based on the closing price of the Company’s common stock on the first market day of the sixth month of the year.

(2)

Restricted stock awarded in 2019, as follows: Ms. Agee, 874 shares; Mr. Blair, 1,135 shares; Mr. Bowling, 946 shares; Dr. Crist, 1,183 shares; Ms. Finley, 1,434 shares; Mr. Michael Haley, 1,469 shares; Mr. Harris, 834 shares; Mr. Hornaday, 1,365 shares; Mr. Love, 1,306 shares; Dr. Maddux, 1,344 shares; Mr. Owen, 1,415 shares; Ms. Penn, 1,362 shares; Mr. Pleasant, 1,365 shares; and Mr. Shepherd, 1,341 shares.


(3)	Amounts shown represent the aggregate full grant date fair value of each award calculated in accordance with FASB ASC Topic 718. The assumptions made in the calculation of these amounts are contained in Note 16 to the Company’s audited financial statements for the year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K.


(4)	Ms. Agee and Mr. Bowling became directors of the Company effective April 1, 2019.


(5)	Mr. Blair and Dr. Crist retired from the Board of Directors effective at the 2019 Annual Meeting. Each serves as Director Emeritus from May 22, 2019 until May 19, 2020.


(6)	Mr. Jeffrey Haley, as an employee of the Company, does not receive any compensation for his service as a director.


(7)	Ms. Still became a director of the Bank effective April 1, 2019 and a director of the Company effective May 21, 2019. As an employee of the Company, she did not receive any compensation for her service as a director in 2019. She retired from the Company on December 31, 2019. She will receive compensation as a director in 2020.

Deferred Compensation for Current Chairman and Former Chief Executive Officer

The Bank entered into a deferred compensation agreement with Charles H. Majors, the Company’s current Chairman and former Chief Executive Officer, initially as of February 22, 1993, and most recently amended and restated as of December 31, 2008. The agreement, which was entered into in connection with Mr. Majors’ employment with the Bank, requires an annual payment of $50,000 for a period of ten years to Mr. Majors or his designated beneficiary, commencing within three months of his termination of employment or death, whichever occurs first. The amount of the payment is fixed and the funds for payment are not established in an account that allows for additional contributions or earnings growth. Mr. Majors is an unsecured creditor for the payments under this agreement. Payments under this agreement are independent of, and in addition to, those under any other plan, program, or agreement between Mr. Majors and the Company or the Bank. Mr. Majors received his first payment on July 1, 2015.

RELATED PARTY TRANSACTIONS

In the ordinary course of its business, the Bank makes loans to, accepts deposits from, and provides other banking services to, certain directors and executive officers of the Company, their associates, and members of their immediate families. Loans are made on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable loans with persons not affiliated with the Bank, and do not involve more than the normal risk of collectability or present other unfavorable features. Such loans are processed through the Bank’s normal credit approval procedures, but ultimate approval authority rests with the Board of Directors of the Bank. Rates paid on deposits and fees charged for other banking services and other terms of these transactions, are also the same as those prevailing at the time for comparable transactions with persons not affiliated with the Bank. The Bank expects to continue to enter into transactions in the ordinary course of business on similar terms with the directors, officers, principal shareholders, their associates, and members of their immediate families.

In connection with the acquisition of HomeTown Bankshares Corporation, Susan K. Still, the former President and Chief Executive Officer of HomeTown Bankshares Corporation and HomeTown Bank, was appointed to serve on the Boards of Directors of the Company and the Bank. In addition, the Bank and Ms. Still entered into an employment agreement, dated February 5, 2019, which became effective on April 1, 2019, the effective date of the merger, and terminated on December 31, 2019, her planned retirement date. Pursuant to the employment agreement, Ms. Still served as President of Virginia Banking for the Bank until her retirement and received a base salary at the rate of $300,000 annually during the term of the agreement. Ms. Still also was eligible for an incentive bonus of $50,000, provided that certain expense savings from the merger were identified or achieved by December 31, 2019 and that she continued her employment through that date. Ms. Still received such bonus on February 20, 2020. Ms. Still retired as an employee of the Bank effective December 31, 2019.

From time to time the Company may also enter into other types of business transactions or arrangements for services with the Company’s directors, officers, principal shareholders or their associates. These types of transactions or services might include, among others, purchases of equipment or provision of legal services. The Company will only enter into such arrangements if it is determined that the prices or rates offered are comparable to those available to the Company from unaffiliated third parties. Management approves such transactions on a case by case basis. The Company does not have written policies or procedures with respect to such approvals. As of December 31, 2019, the Company has no such reportable transactions.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in its oversight of (i) the integrity of the Company’s financial statements and its financial reporting and disclosure practices, (ii) the appointment, compensation, retention, and oversight of the independent registered public accounting firm engaged to prepare and issue an audit report on the financial statements of the Company, (iii) the soundness of the Company’s systems of internal controls regarding finance and accounting compliance, and (iv) the independence and performance of the Company’s internal audit staff. The Committee strives to provide an open avenue of communication between the Board of Directors, management, the internal auditor, and the independent accountants.

All of the members of the Audit Committee are considered independent within the meaning of SEC regulations, the listing standards of Nasdaq, and the Company’s Corporate Governance Guidelines. Additionally, each member is considered an “independent director,” as that term is defined by Nasdaq Marketplace Rule 5605(a)(2).

Mr. Michael Haley, Mr. Owen and Ms. Penn, members of the Audit Committee, are qualified as audit committee financial experts within the meaning of SEC regulations and the Board has determined that each has accounting and related financial management expertise within the meaning of the listing standards of Nasdaq.

The Audit Committee has reviewed and discussed with management and Yount, Hyde and Barbour, P.C., the Company’s independent registered public accounting firm during fiscal year 2019, the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019. The Audit Committee has discussed with Yount, Hyde and Barbour, P.C. the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee discussed with Yount, Hyde and Barbour, P.C. the auditors’ independence from the Company and its management, and has received the written disclosures and the letter from Yount, Hyde and Barbour, P.C. required by the applicable requirements of the Public Company Accounting Oversight Board.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and be filed with the SEC.

The Audit Committee pre-approves all audits, audit-related, and tax services on an annual basis, and, in addition, authorizes individual engagements that exceed pre-established thresholds. Any additional engagement that falls below the pre-established thresholds must be reported by management at the Audit Committee meeting immediately following the initiation of such an engagement.

A copy of the Audit Committee charter is available on the Company’s website, www.amnb.com. For access to the charter, select the “Investors” icon, then select “Governance Documents.”

Respectfully submitted,

Ronda M. Penn, Chairman

Kenneth S. Bowling

Michael P. Haley

Charles S. Harris

Claude B. Owen, Jr.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors of the Company annually considers the selection of the Company’s independent public accountants. On March 9, 2020, the Audit Committee appointed Yount, Hyde and Barbour, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. Yount, Hyde and Barbour, P.C. has served as the Company’s independent public accountants since May 2002.

Fees to Independent Registered Public Accounting Firm for Fiscal Years 2019 and 2018

Yount, Hyde and Barbour, P.C. audited the consolidated financial statements included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2019 and 2018; reviewed the Company’s quarterly reports on Form 10-Q during the years ended December 31, 2019 and 2018; and audited management’s assessment of internal control over financial reporting as of December 31, 2019 and 2018. The following table presents aggregate fees paid or to be paid by the Company and the Bank for professional services rendered by Yount, Hyde and Barbour, P.C. for the years ended December 31, 2019 and 2018.



	2019		2018
Audit Fees	$	242,750	$	200,450
Audit-related Fees	6,000		5,750
Tax Fees	24,566		16,550
Total	$	273,316	$	222,750

Audit-related fees are for pre-approved consultation concerning financial accounting and report and preforming a Housing and Urban Development (HUD) audit. Tax fees are for the preparation of the annual consolidated federal and state income tax returns. The 2019 period included additional cost related to the merger with HomeTown Bankshares Corporation.

PROPOSAL TWO – RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Yount, Hyde and Barbour, P.C. as the Company’s independent registered public accounting firm for 2020. The services that Yount, Hyde and Barbour, P.C. will perform will consist primarily of the examination and audit of the Company’s consolidated financial statements, tax reporting assistance, and other audit and accounting matters. Representatives of Yount, Hyde and Barbour, P.C. are expected to be present at the Annual Meeting and will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm is not required to be submitted to a vote of the shareholders for ratification. The Company is doing so because it believes that it is a matter of good corporate practice. If the shareholders fail to vote on an advisory basis in favor of the selection of Yount, Hyde & Barbour, P.C., the Audit Committee will reconsider whether to retain Yount, Hyde & Barbour, P.C., and may retain that firm or another firm without re-submitting the matter to the shareholders. Even if the shareholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that a change would be in the Company’s best interests.

The ratification of the appointment of Yount, Hyde and Barbour, P.C. requires that the votes cast “for” exceed the number of votes cast “against” the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

The Board of Directors recommends that you vote FOR the ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. Proxies solicited by the Board will be voted in favor thereof unless a shareholder has indicated otherwise on the proxy.

PROPOSAL THREE – ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with SEC regulations, the Company is providing shareholders with an advisory (non-binding) vote on the compensation programs for the named executive officers (sometimes referred to as “say on pay”). At the Company’s 2017 Annual Meeting, shareholders voted in favor of having an advisory (non-binding) vote on executive compensation every year. Accordingly, shareholders are being asked to approve the following resolution at the Annual Meeting:

“Resolved, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section, the accompanying compensation tables, and the related narrative disclosure in this proxy statement.”

This vote is nonbinding. The Board and the Human Resources and Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

As described under the “Compensation Discussion and Analysis” section of this proxy statement, the Company’s compensation programs are designed to treat employees fairly and to pay compensation at a level commensurate with the market, given individual and Company factors and performance. A core objective is to attract and retain a superb leadership team with market-competitive compensation and to align the team member’s interests with those of the Company, its customers and its shareholders. Accordingly, a significant portion of the Company’s executive officers’ compensation is directly and materially linked to operating performance. The Company believes that its compensation program, with its balance of short-term and long-term incentives and share ownership guidelines, rewards sustained performance that is aligned with long-term shareholder interests. Shareholders are encouraged to read the Compensation Discussion and Analysis section and related disclosures.

The Board of Directors unanimously recommends that shareholders vote FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as

disclosed in the Compensation Discussion and Analysis section, the accompanying compensation tables, and the related narrative disclosure in this proxy statement.

CODE OF CONDUCT

The Board of Directors has adopted a Code of Conduct, which applies to all directors and employees of the Company and the Bank. A portion of the Code of Conduct has special provisions for senior financial officers of the Company and the Bank, which apply to the Company’s Principal Executive Officer and Principal Financial Officer, as well as, the Bank’s Chief Accounting Officer or person performing similar functions for the Company and/or the Bank. The Code of Conduct for senior financial officers meets the requirements of a “code of ethics” as defined by Item 406 of the SEC’s Regulation S-K. The Code of Conduct is available on the Company’s website, www.amnb.com. Select the “Investors” icon, and then select “Governance Documents.” The Code of Conduct is reviewed and reaffirmed on an annual basis by the Board, executive officers, and all other employees.

SEPARATE COPIES FOR BENEFICIAL OWNERS

Pursuant to SEC rules, institutions that hold shares in “street name” for two or more beneficial owners with the same address are permitted to deliver a single proxy statement and annual report to that address. Any such beneficial owner may request a separate copy of the proxy statement or annual report by writing the Company at Investor Relations, P.O. Box 191, Danville, Virginia 24543 or by telephoning 1-434-773-2274.

SHAREHOLDER COMMUNICATIONS AND PROPOSALS

Shareholders interested in communicating directly with the Corporate Governance and Nominating Committee, which is charged with handling all such communication to non-management members of the Board of Directors of the Company, may send correspondence to the Corporate Governance and Nominating Committee, P.O. Box 191, Danville, Virginia 24543.

The Corporate Governance and Nominating Committee has approved a process for handling correspondence received by the Company and addressed to non-management members of the Board. Under the process, the Assistant Secretary of the Company will forward all mail specifically addressed to

a member of the Board of Directors. If correspondence is specifically addressed only to a committee, the Assistant Secretary of the Company will forward the mail to the Chairman of said committee. If any mail is received that is addressed only to “Board of Directors,” or “Non-Management Member of the Board of Directors,” said mail will be forwarded by the Assistant Secretary of the Company to the Chairman of the Board. Correspondence relating to accounting, internal controls, or auditing matters are brought to the attention of the Chairman of the Audit Committee.

To be considered for inclusion in the Company’s proxy statement relating to the 2021 Annual Meeting, shareholder proposals, including recommendations for director nominees, must be received by the Company at its principal office in Danville, Virginia, no later than December 3, 2020.

In addition to any other applicable requirements, for business to be properly brought before next year’s Annual Meeting by a shareholder, if the proposal is not to be included in the Company’s proxy statement, the Company’s bylaws provide that the shareholder must give notice in writing to the Secretary of the Company no later than February 1, 2021. As to each such matter, the notice must contain (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name, record address of, and number of shares beneficially owned by the shareholder proposing such business, and (iii) any material interest of the shareholder in such business.

REFERENCES TO OUR WEBSITE ADDRESS

References to the Company’s website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC rules or that of Nasdaq. These references are not intended to, and do not, incorporate the contents of the Company’s website by reference into this proxy statement or the accompanying materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2020

A complete set of proxy materials relating to the Company’s Annual Meeting is available on the Internet. These materials, consisting of the Notice of Annual Meeting of Shareholders, the proxy

statement, the proxy card, and the Annual Report on Form 10-K for the year ended December 31, 2019, may be viewed at www.investorvote.com/amnb.

The Company is providing shareholders with a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, including financial statements (but not including exhibits), with this proxy statement. The Form 10-K may be viewed at www.investorvote.com/amnb. Shareholders may obtain copies of the Form 10-K and exhibits to the Form 10-K by making a written request to Jeffrey W. Farrar, Chief Operating and Chief Financial Officer, American National Bankshares Inc., P.O. Box 191, Danville, Virginia 24543. Shareholders may also download copies of the Form 10-K and exhibits from the SEC website at http://www.sec.gov.

INCORPORATION BY REFERENCE

The Audit Committee Report shall not be deemed to be filed with the SEC, nor deemed incorporated by reference into any of the Company’s prior or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporate such information by reference.

OTHER BUSINESS

As of the date of this proxy statement, the Board of Directors knows of no other matters to be presented at the Annual Meeting other than those referred to herein. However, if any other matters should properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their best judgment on such matters.

By Order of the Board of Directors,

Charles H. Majors

Chairman

April 2, 2020