Virginia National Bankshares : Notice of Annual Meeting and Proxy Statement

April 29, 2024

To All of Our Shareholders:

We are pleased to invite you to attend the 2024 Annual Meeting of Shareholders of Virginia National Bankshares Corporation. The meeting will be held on Thursday, June 27, 2024 at 10:00 AM Eastern Time, at the Hilton Garden Inn, 1793 Richmond Road, Charlottesville, VA 22911.

This document also includes the notice of the meeting and the proxy statement, which provides more information about the meeting. A copy of Virginia National Bankshares Corporation's Annual Report on Form 10-K for the year ended December 31, 2023 is made available with the proxy statement.

Whether or not you plan to attend the meeting, it is important your shares be represented and voted. Please complete and return the proxy card you receive as soon as possible. You can also vote your shares online or by phone using the instructions on your proxy card.

We appreciate your support as a shareholder and hope you will join us on June 27th.

Very truly yours,

Glenn W. Rust

President and Chief Executive Officer

If your shares are held by a broker, bank or other custodian, you will need to vote using the instruction form provided by your broker, bank or other custodian in order for your vote to be counted. You will only be able to vote during the meeting if you obtain a legal proxy from your broker, bank or other custodian. Please see page 2 of the proxy statement for more details.

Your Vote is Important.

VIRGINIA NATIONAL BANKSHARES CORPORATION

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on June 27, 2024

The 2024 Annual Meeting of Shareholders of Virginia National Bankshares Corporation (the "Company") will be held on Thursday, June 27, 2024 at 10:00 AM Eastern Time, at the Hilton Garden Inn, 1793 Richmond Road, Charlottesville, VA 22911.

The following items will be considered and voted upon at the meeting:

1. Election of ten (10) directors to serve until the next annual meeting of shareholders.
2. Advisory (non-binding) vote to approve the Company's executive compensation.
3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024.
4. Transaction of such other business as may properly come before the meeting or any adjournments or postponements.

The Board of Directors has fixed April 15, 2024 as the record date for determination of shareholders entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

Whether or not you plan to join the meeting, it is important your shares are represented at the meeting. Please complete and return the proxy card you receive promptly. You may also vote your shares online or by phone using the instructions on your proxy card. If you are a registered shareholder, you may vote during the meeting even if you have already voted by another method.

By Order of the Board of Directors:

April 29, 2024	Tara Y. Harrison
	Executive Vice President and
	Chief Financial Officer
	Important Notice Regarding the Availability of Proxy Materials for the
	Shareholders' Meeting to Be Held on June 27, 2024

A complete set of proxy materials is available at www.vnbcorp.com/proxy. The materials available include this combined notice of the annual meeting and the proxy statement, the form of proxy and the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

QUESTIONS AND ANSWERS ABOUT THE MEETING

1. When and where is the shareholders' meeting?

1. The Annual Meeting of Shareholders (the "Annual Meeting" or "meeting") will be on Thursday, June 27, 2024 at 10:00 AM Eastern Time, at the Hilton Garden Inn, 1793 Richmond Road, Charlottesville, VA 22911.

1. What am I being asked to vote on?

1. At the Annual Meeting, you will be asked to vote on the following proposals:
2. • to elect ten (10) directors to serve until the next annual meeting of shareholders;
   • to approve, on an advisory (non-binding) basis, the Company's executive compensation; and
   • to ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024.

We will also vote on any other matters that may properly come before the Annual Meeting.

1. What do I need to do now?

1. Just indicate on your proxy card how you want to vote, and sign, date and return it as soon as possible. You may also vote online or by phone using the instructions on your proxy card. If you sign and send in your proxy, or submit your vote online or by phone, and do not indicate how you want to vote, your proxy will be voted "FOR" the election of the director nominees named in the proxy statement as directors of the Company to serve until the Company's next annual meeting of shareholders, "FOR" the approval of the Company's executive compensation, and "FOR" the ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024.
   If you are a registered shareholder, you can choose to attend the Annual Meeting and vote your shares during the meeting instead of returning your completed proxy card. If you do return a proxy card, you may attend the meeting and change your vote. See "Voting and Revocation of Proxies" on page 2 of the proxy statement.

1. If my shares are held in "street name" by my broker, will my broker vote my shares for me?

1. If you own shares that are held in street name, meaning through a broker, bank or other custodian (each, a "broker"), and you do not provide the broker holding the shares with specific voting instructions then, under applicable rules, the broker holding the shares may generally vote on "routine" matters but cannot vote on "non-routine" matters. If the broker holding such shares does not receive instructions from you on how to vote your shares on a non-routine matter, that broker will inform the inspector of election and/or voting tabulator that it does not have the authority to vote on the matter with respect to the shares. This is generally referred to as a "broker non-vote."
   The election of directors (Proposal 1) and the approval of the Company's executive compensation (Proposal 2) are considered non-routine under applicable rules, so broker non-votes may exist for these proposals. The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024 (Proposal 3) is a matter considered routine under applicable rules. Since brokers may generally vote on routine matters without instructions, no broker non-votes are expected to exist in connection with Proposal 3.
   Please provide instructions to your broker on how you want your shares voted by completing the voting instruction form you receive from your broker.

VIRGINIA NATIONAL BANKSHARES CORPORATION

PROXY STATEMENT

2024 ANNUAL MEETING OF SHAREHOLDERS

June 27, 2024

GENERAL

This proxy statement is being furnished to you as part of the solicitation of proxies by the Board of Directors of Virginia National Bankshares Corporation (the "Company" or "Virginia National") for use at the Annual Meeting of Shareholders of the Company to be held on Thursday, June 27, 2024 at 10:00 AM Eastern Time, at the Hilton Garden Inn, 1793 Richmond Road, Charlottesville, VA 22911, and at any adjournment or postponement of the meeting (the "Annual Meeting" or "Meeting"). The Annual Meeting will be held for the purposes set forth in this proxy statement and in the Notice of the Annual Meeting. The date of this proxy statement is April 29, 2024. This proxy statement and form of proxy (also sometimes referred to as the "proxy card") is being furnished to shareholders beginning on or about April 29, 2024.

Record Date and Voting Rights of Shareholders

Only shareholders of record of the Company's common stock ("common stock") as of the close of business on April 15, 2024, the record date fixed for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. As of the close of business on the record date, there were 5,390,388 shares of common stock outstanding and entitled to vote at the Annual Meeting. The Company has no other class of stock outstanding. Each share of common stock entitles the record holder thereof to one vote for each matter to be voted upon at the Annual Meeting.

Quorum

A majority of the outstanding shares entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Shares for which the holder has elected to abstain or to withhold the proxy's authority to vote (including broker non-votes as discussed on page 2) 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 custodians 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.

Vote Required

The vote required for approval varies based on the proposal. Directors are elected by plurality; therefore, the ten (10) nominees receiving the greatest number of affirmative votes cast will be elected. Approval of all other proposals contained in this proxy statement, as well as any other business that may properly come before the shareholders at the Annual Meeting, will be approved if the votes cast in favor of the proposal or other action at the Annual Meeting exceed the votes cast against that proposal or other action.

Voting and Revocation of Proxies

Execution of a proxy will not affect a registered shareholder's right to attend the Annual Meeting and submit a vote. Any registered shareholder who has executed and returned a proxy, or submitted a vote online or by phone, may revoke it by attending the Annual Meeting and submitting a vote during the meeting. A registered shareholder may also revoke his or her proxy at any time before it is exercised by filing a written notice with the Corporate Secretary of the Company or by submitting a proxy bearing a later date. All references in the proxy statement to "proxy," other than "legal proxy," shall refer to any method by which a shareholder authorizes the proxy holder(s) to vote shares, including proxy cards submitted by mail and votes submitted online, by phone or through any other method available. Proxies will extend to, and will be voted at, any adjourned session of the Annual Meeting.

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Voting Shares Held in Accounts with Brokers, Banks and Other Custodians; Broker Non-Votes

If your shares are held in an account with a broker, bank or other custodian (each, a "Broker"), then your shares are held in "street name." The Broker holding your shares, or its nominee, is the shareholder for purposes of voting at the Annual Meeting, and you are considered the beneficial owner. As beneficial owner, you have the right to direct the Broker how to vote the shares held for you, and you must follow the instructions of that Broker in order to vote your shares or to change a previously submitted voting instruction. Since you are not the registered owner, you may not vote your shares during the Annual Meeting unless you (a) obtain a legal proxy from the Broker holding your shares giving you the right to vote shares registered in its name at the Annual Meeting and (b) send legal proxy to the Company in accordance with the instructions outlined below. Please note that this legal proxy is different from the proxy card or voting instructions you generally receive in the mail. If you wish to vote your shares during the Annual Meeting, please contact the Broker holding your shares for a legal proxy. After you obtain a legal proxy, you must send it either via: (i) email to [e-mail], or (ii) mail to Virginia National Bank, ATTN: Legal Department, 404 People Place, Charlottesville, VA 22911. Your legal proxy must be received at least four (4) business days prior to the Annual Meeting in order to issue information that will allow you to submit your vote during the Annual Meeting.

If the Broker holding your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that Broker does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a "broker non-vote." The election of directors (Proposal 1) and the approval of the Company's executive compensation (Proposal 2) are matters that are considered non-routine under applicable rules; therefore, broker non-votes may exist in connection with those proposals. The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024 (Proposal 3) is a matter considered routine under applicable rules, so no broker non-votes are expected to exist in connection with Proposal 3.

How Shares will be Voted

Shares represented by proxies will be voted at the Annual Meeting as follows:

• Properly Completed Proxies - Shares represented by a properly completed proxy that contains voting instructions will be voted in accordance with the voting instructions specified in the proxy.
• Proxies Without Voting Instructions - Shares represented by proxies that are properly signed and dated but which do not contain voting instructions will be voted in accordance with the recommendations of the Company's Board of Directors (the "Board").
• Abstentions - A properly executed proxy marked "ABSTAIN" will be counted for purposes of determining whether there is a quorum present at the Annual Meeting, but the shares represented by that proxy will not be voted at the Annual Meeting.
• Broker Non-votes - Other than with respect to the ratification of the Company's independent registered public accounting firm, your Broker may not vote your shares unless you provide instructions to your Broker on how to vote them.

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Solicitation of Proxies

The Company is soliciting the proxies associated with this proxy statement and will bear all costs of the solicitation, including the cost of reimbursing Brokers for forwarding proxy materials to beneficial owners of shares they hold. Solicitation of proxies is being made by mail. The Company may also solicit proxies in person or by telephone, electronic mail or special letter. Solicitations may be made by directors, officers and other employees of the Company or any subsidiary, none of whom will receive any separate or additional compensation for such solicitations.

PROPOSAL 1 - ELECTION OF DIRECTORS

General

Ten (10) directors will be elected at the Annual Meeting to serve until the next annual meeting of shareholders of the Company and until their successors are elected and qualified. Directors will be elected by a plurality of the votes cast, so the ten (10) nominees receiving the highest number of votes will be elected, even though such ten (10) individuals may not receive "FOR" votes from a majority of the votes cast.

Nominations for Directors

The Board of Directors has nominated the ten (10) individuals named below for election to the Board at the Annual Meeting, all of whom are currently serving on the Board. Steven W. Blaine, a director of the Company and the Bank, is not standing for reelection and will retire from the boards of directors of the Company and the Bank as of the Annual Meeting.

All persons nominated have consented to being named as nominees in this proxy statement and have indicated they are willing to serve as directors if elected. If, at the time of the Annual Meeting, any nominee is unable or unwilling to serve, shares represented by proxies will be voted at the discretion of the named proxies for such other person as the Board of Directors may nominate.

The following table sets forth certain information concerning the persons who have been nominated for election as directors by the Board of Directors (ages and committee roles as of April 15, 2024):

Name (Age)

John B. Adams, Jr. (79)

Kevin T. Carter (58)

Hunter E. Craig (63)

William D. Dittmar, Jr. (71)

Randolph D. Frostick (67)

Linda M. Houston (66)

Jay B. Keyser (67)

Glenn W. Rust (68)

Sterling T. Strange, III (63)

Gregory L. Wells (67)

Principal Occupation

Chief Executive Officer and President of a real estate holding company

Managing Director of a resort property

Owner of a residential, commercial and industrial property company

Entrepreneur, Investor and Developer

Attorney

Retired, former Managing Director/Division Executive for Merrill Lynch

Chief Executive of a family office

President and Chief Executive Officer, Virginia National Bankshares Corporation and Virginia National Bank (the "Bank")

President and Chief Executive Officer of an information technology software firm

Independent Business Advisor

Director	Committee
Since	Membership ***
2021*		CC
2021*	CC
2020*	AC
1998**	CG
2021*	AC; CC; CG
2018		AC; CC; CG
2021*	AC
2006**
2021*	AC; CG
2012**	AC; CC

• Before their election to the Company's Board of Directors, Mr. Craig served on the Bank's board since 1998, and each of the other directors serving since 2021 previously served on the board of Fauquier Bankshares, Inc. ("Fauquier Bankshares").

• Includes continuous service on the Board of the Bank prior to the Bank's reorganization into a holding company form of ownership.
• AC - Audit and Compliance Committee; CC - Compensation Committee; and CG - Corporate Governance Committee.

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The Board of Directors of the Company recommends that shareholders vote "FOR" the election of each of these nominees. Unless otherwise indicated on the proxy, the proxy holder(s) will vote "FOR" the election of these nominees.

The following biographies of the nominees standing for election contain information regarding the person's business experience, public company director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes and/or skills that caused the Board of Directors to determine the person should serve as a director of the Company. Unless otherwise noted, the person has held their current position for at least five years. All nominees also serve on the board of directors of Virginia National Bank.

John B. Adams, Jr. serves as non-executive vice chairman of the Company and Virginia National Bank. Mr. Adams also serves as President and Chief Executive Officer of Bowman Companies, Inc., primarily a family real estate holding company, and was a director of Universal Corporation, a publicly traded company headquartered in Richmond, Virginia, from 2003 to 2018. He was President and Chief Executive Officer of A. Smith Bowman Distillery from 1989 to 2003. Mr. Adams served as chairman of The National Theatre in Washington, D.C. for 38 years and has served on the foundation boards of several higher education institutions. As a result of his various leadership roles, Mr. Adams brings to the Board valuable insight and business acumen, along with significant business expertise. Prior to joining the Company and Virginia National Bank boards in April 2021, Mr. Adams served as a director of Fauquier Bankshares and The Fauquier Bank from 2002 to March 2021. He was chairman of Fauquier Bankshares and The Fauquier Bank from 2010 to March 2021.

Kevin T. Carter is the managing director for Lansdowne Resort in Leesburg, Virginia. Mr. Carter formerly served as the President of Guests, Inc., a full-service hotel management company headquartered in Strasburg, Virginia, from October 2016 to December 2020 and served as the managing director for the Airlie Foundation from November 2000 to October 2016. He has been in the hospitality field for 43 years, serving on the management teams of some of the country's most notable properties including the U.S. Grant Hotel, Intercontinental Hotel San Diego, Rancho Valencia Resort, Kiawah Island Resort, Bald Head Island Resort and The Founders Inn. Mr. Carter is currently serving as Vice Chairman of the Board of Supervisors for Fauquier County, Virginia and has served on several boards, including Fauquier Hospital & Health System and the Path Foundation. Through his personal community involvement and his professional experience, Mr. Carter provides the Board with significant market knowledge and financial management skills. Prior to joining the Company and Virginia National Bank boards in April 2021, Mr. Carter served as a director of Fauquier Bankshares and The Fauquier Bank from 2016 to March 2021.

Hunter E. Craig is President of Hunter E. Craig Co., a residential, commercial and industrial property company. Since 1991, Mr. Craig has been a principal real estate broker with Georgetown Real Estate. Mr. Craig is involved in various business activities and civic organizations in the Charlottesville, Virginia area. As a lifelong resident of Charlottesville and a co-founder of Virginia National Bank, Mr. Craig provides a deep knowledge of local business conditions and has extensive community contacts. Mr. Craig has served as a director of the Company since 2020 and a director of Virginia National Bank since its formation in 1998.

William D. Dittmar, Jr. serves as the non-executive chairman of the Company and Virginia National Bank. Mr. Dittmar is the managing member of Enterprise Properties, LLC in Charlottesville, Virginia, which is the parent company for various real estate and commercial property subsidiaries, as well as other investments. In addition to his extensive business background as a corporate executive, real estate executive and project manager, Mr. Dittmar is also well-versed in economic issues. Mr. Dittmar has served as a director of the Company since its incorporation in 2013 and a director of Virginia National Bank since its formation in 1998.

Randolph D. Frostick is an attorney practicing primarily civil litigation involving real estate, commercial leasing, construction, business, and trust and estate matters. He is currently Of Counsel to Vanderpool, Frostick and Nishanian, P.C., a law firm located in Manassas, Virginia, which focuses primarily on civil litigation, business, employment, real estate transactions, financing, land use and development. Mr. Frostick co-founded the firm and was a shareholder, director, and officer of the law firm until 2020. Mr. Frostick has 42 years of experience as a civil trial attorney. In addition to practicing law, Mr. Frostick is actively involved in commercial leasing in Manassas, Virginia. Mr. Frostick brings to the Board insightful knowledge and valuable business expertise. Prior to joining the Company and Virginia National Bank boards in April 2021, Mr. Frostick served as a director of Fauquier Bankshares and The Fauquier Bank from 2009 through March 2021.

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