FIRST COMMUNITY BANKSHARES INC (FCBC)
Sector: Financials
2026 Annual Meeting Analysis
FIRST COMMUNITY BANKSHARES INC · Meeting: April 28, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Directors to Serve as Members of the Board of Directors, Class of 2029
Mr. Mills has served as President of the Corporation since 2013 with deep community banking experience; FCBC's 3-year price return of 71.0% outpaces the QABA community bank benchmark's 34.5% return by +36.5 percentage points, well below the 65pp threshold required to trigger a withhold vote, and no other policy flags apply.
Mr. Sarver brings relevant business, real estate, and community experience; FCBC's 3-year price return of 71.0% outpaces QABA by +36.5 percentage points, well below the 65pp threshold required to trigger a withhold vote, and no other policy flags (overboarding, attendance, independence, or familial) apply.
Both nominees are standing for re-election from the Class of 2026 into the Class of 2029. FCBC's strong 3-year total return of 71.0% significantly outperforms the QABA community bank benchmark (34.5%), falling well short of the 65pp underperformance threshold needed to trigger a withhold vote. All other policy screens — attendance (all directors attended 75%+ of meetings), independence designations, overboarding, and familial relationships — pass cleanly. Both nominees receive a FOR recommendation.
Say on Pay
✓ FORCEO
William P. Stafford, II
Total Comp
$1,122,497
Prior Support
97%%
The CEO's total compensation of $1,122,497 is modest and well within a reasonable range for the CEO of a $743M market-cap community bank, passing the pay level screen. The pay-for-performance alignment is strong: FCBC's 3-year price return of 71.0% dramatically outpaces the QABA community bank benchmark's 34.5% return, so above-benchmark incentive pay is well-justified by shareholder outcomes. The program has meaningful performance conditions — 70% of equity awards are performance-based restricted stock units tied to a 3-year rolling return-on-assets goal benchmarked against peers, annual cash incentives use objective financial metrics with no discretionary upward adjustment, and a formal clawback policy is in place — and the prior say-on-pay vote received approximately 97% support, indicating strong shareholder satisfaction.
Auditor Ratification
✓ FORAuditor
Crowe, LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor tenure or the fee breakdown in the text provided, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed; per policy, the absence of confirmed data means the tenure trigger does not fire, and no other disqualifying factors (material restatements, auditor adequacy concerns) are evident. Crowe, LLP is a large national firm appropriate for a community bank holding company of FCBC's size (~$743M market cap, $3.26B assets), so a FOR vote is warranted.
Overall Assessment
The 2026 FCBC annual meeting ballot is straightforward and presents no significant governance concerns: both director nominees pass all policy screens given the company's strong 3-year outperformance of the QABA community bank benchmark, the CEO's pay is modest and well-structured with meaningful performance conditions, and auditor ratification presents no red flags based on available information. All four proposals receive a FOR recommendation.