Proxy Statement (definitive) (def 14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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☒	Definitive Proxy Statement

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☐	Soliciting Material Pursuant to §240.14a-12

Fauquier Bankshares, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fauquier Bankshares, Inc.

10 Courthouse Square

Warrenton, Virginia 20186

April 17, 2020

Fellow Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Fauquier Bankshares, Inc. (the “Company”), the holding company for The Fauquier Bank (the “Bank”), to be held on May 19, 2020, at 9:30 a.m., Eastern Time.

Due to the current coronavirus (COVID-19) pandemic and in support of the health of our shareholders, directors and employees, the Board of Directors has determined that the Annual Meeting will be conducted exclusively as a “virtual meeting” of shareholders via online live webcast. There will be no physical location for the meeting. You will be able to attend and listen to the meeting live, submit questions and vote online during the meeting by visiting www.proxydocs.com/FBSS. To participate in the virtual Annual Meeting, you will need to register in advance at www.proxydocs.com/FBSS prior to the deadline of May 15, 2020 at 5:00 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your proxy card and/or voting instruction form provided by your broker, bank or other nominee, and subsequent instructions that will be delivered to you via email.

The enclosed Notice of Annual Meeting and proxy statement describe the formal business to be transacted at the Annual Meeting. Detailed information relating to the Company’s activities and operating performance is contained in our 2019 Form 10-K, which is also enclosed.

Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, we urge you to vote and submit your proxy by telephone, the Internet or mail as promptly as possible to ensure the presence of a quorum for the meeting. For additional instructions on voting by telephone or the Internet, please refer to your proxy card or voting instruction form provided by your broker, bank or other nominee. To vote and submit your proxy by mail, please complete, sign and date the enclosed proxy card or voting instruction form and return it in the enclosed postage prepaid envelope. If your shares are held in the name of a broker, bank or other nominee, you should instruct your broker, bank or nominee how to vote on your behalf.

On behalf of the Board of Directors and all of the employees of the Company and the Bank, I thank you for your continued interest and support.

	Sincerely yours,

	/s/ John B. Adams, Jr.
	John B. Adams, Jr.
	Chairman
	Fauquier Bankshares, Inc.

Fauquier Bankshares, Inc.

10 Courthouse Square

Warrenton, Virginia 20186

(540) 347-2700

_________________________________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Tuesday, May 19, 2020

__________________________________________________

Warrenton, Virginia

April 17, 2020

To the Shareholders of Fauquier Bankshares, Inc.:

NOTICE is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Fauquier Bankshares, Inc. (the “Company”) will be held on Tuesday, May 19, 2020 at 9:30 a.m., Eastern Time. The meeting can be accessed by visiting www.proxydocs.com/FBSS, where you will be able to attend and listen to the meeting live, submit questions and vote online. The meeting is being held for the following purposes:

To elect three Class III directors to serve until the 2023 Annual Meeting of Shareholders of the Company or until their successors are duly elected and qualify.

To hold an advisory (non-binding) vote on executive compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement.

To ratify the selection of Brown, Edwards & Company, L.L.P. as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on March 13, 2020 as the record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting.

It is important that your shares be represented at the meeting. Whether or not you expect to attend and participate in the Annual Meeting, please submit your proxy by telephone, the Internet or mail as promptly as possible. For additional instructions on attending the Annual Meeting, as well as voting by telephone or the Internet, please refer to the accompanying proxy statement and your proxy card or voting instruction form provided to you by your broker, bank or other nominee. If you wish to vote by mail, a return envelope is enclosed for your convenience that requires no postage if mailed within the United States. If you attend and participate in the meeting and have already voted, you may, if you wish, withdraw your proxy and vote your shares electronically online.

If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or other nominee. We encourage you to instruct your broker, bank or other nominee how to vote on your behalf.

	By Order of the Board of Directors

	/s/ Allison J. Dodson, Secretary
	Allison J. Dodson, Secretary

Fauquier Bankshares, Inc.

10 Courthouse Square

Warrenton, Virginia 20186

(540) 347-2700

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Fauquier Bankshares, Inc. (the “Company”) for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, May 19, 2020 at 9:30 a.m., Eastern Time, and at any adjournments thereof.

Due to the current coronavirus (COVID-19) pandemic and in support of the health of our shareholders, directors and employees, the Board has determined that the Annual Meeting will be conducted exclusively as a “virtual meeting” of shareholders via online live webcast. There will be no physical location for the meeting. You will be able to attend and listen to the meeting live, submit questions and vote online during the meeting by visiting www.proxydocs.com/FBSS. To participate in the virtual Annual Meeting, you will need to register in advance at www.proxydocs.com/FBSS prior to the deadline of May 15, 2020 at 5:00 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your proxy card and/or voting instruction form provided by your broker, bank or other nominee, and subsequent instructions that will be delivered to you via email.

The Company began mailing this proxy statement and the form of proxy solicited hereby to its shareholders on or about April 17, 2020.

VOTING SECURITIES

As of the close of business on March 13, 2020, the record date fixed for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 3,794,725 outstanding shares of common stock, which is the only outstanding class of stock of the Company. Each share of common stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. Shares of stock represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted as instructed. If no instructions are indicated on a signed proxy card or over the telephone or Internet, the shares will be voted “FOR” the election of each of the nominees for director named in this proxy statement, “FOR” the approval of the executive compensation of the Company’s named executive officers as disclosed in this proxy statement, and “FOR” the ratification of the selection of Brown, Edwards & Company, L.L.P. as the Company’s independent registered public accounting firm for 2020.

A quorum of shareholders is necessary to transact business at the Annual Meeting. A quorum exists if the holders of at least a majority of the outstanding shares of common stock entitled to vote with respect to the business to be considered at the Annual Meeting are present online at the Annual Meeting or represented by proxy.

As to the election of directors, the proxy provided by the Board of Directors enables a shareholder to vote “FOR” the election of the nominees proposed by the Board of Directors or to “WITHHOLD AUTHORITY” to vote for one or more of the nominees being proposed. Under Virginia law, if a quorum is present, the nominees receiving the greatest number of affirmative votes cast at the Annual Meeting will be elected directors. Approval of any other proposal requires that the proposal receive more votes “FOR” than votes “AGAINST” the proposal, with a quorum present.

Shares for which a holder has elected to abstain or to withhold the proxies’ authority to vote will count toward a quorum, but will not be included in determining the number of votes cast with respect to such matters.

Brokers, banks and other nominees who have record ownership of shares that are held in “street name” for account holders are not permitted to exercise voting discretion with respect to the election of directors. Under New York Stock Exchange (“NYSE”) rules, such firms do not have the discretion to vote on the election of directors because a director election, even if uncontested, is not considered a “routine” matter. The proposal on approving the executive compensation of the Company’s named executive officers is also considered a “non-routine” matter under NYSE rules. If you do not give the firm that holds your shares specific instructions on these matters, your shares will be treated as “broker non-votes” and will not be voted on the election of directors and the proposal relating to executive compensation. Without instructions, your broker, bank or other nominee is permitted to use its own discretion and vote your shares on certain routine matters, such as ratification of the Company’s independent registered public accounting firm. As a result, if your broker, bank or other nominee votes on the ratification of the Company’s independent registered public accounting firm, those shares will be counted for quorum purposes.

SOLICITATION AND VOTING OF PROXIES

If you are a shareholder of record, any proxy given pursuant to this solicitation may be revoked at any time prior to its exercise by submitting to the Secretary of the Company a written notice of revocation or granting a new proxy bearing a later date, or by attending the Annual Meeting online and voting electronically. If you hold shares in “street name,” you may change your vote at any time prior to the taking of the vote at the Annual Meeting by submitting new voting instructions to your broker, bank or other nominee by following the instructions they provided or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares, by attending the Annual Meeting online and voting electronically using a valid legal proxy. Proxies will extend to, and will be voted at, any properly adjourned session of the Annual Meeting.

The cost of this proxy solicitation will be borne by the Company. The Company will pay the costs of its effort in soliciting and obtaining proxies, including the cost of reimbursing banks and brokers for forwarding proxy materials to shareholders. Proxies may be solicited without extra compensation, by the Company’s directors, officers and employees by mail, electronic mail, telephone, fax or personal interviews.

PROPOSAL ONE: ELECTION OF THREE CLASS III DIRECTORS

The Company’s articles of incorporation provide that the Board of Directors of the Company is classified into three classes (I, II and III), with one class being elected every year for a term of three years. In addition, under Virginia law, a director appointed to the Board of Directors in between meetings of the shareholders must stand for election at the next annual meeting of shareholders. The Board of Directors currently consists of ten directors.

Kevin T. Carter, Donna D. Flory and Randolph T. Minter, each of whom currently serves as a Class III director, are proposed for election as Class III directors. If elected, these individuals shall hold office until the 2023 Annual Meeting or until their successors shall have been elected and qualify.

Certain information is set forth below concerning the Board’s nominees for election at the 2020 Annual Meeting, as well as the other current directors who will continue in office until the 2021 and 2022 Annual Meetings, respectively.

Nominees for Election at the 2020 Annual Meeting

Class III Directors (For a Term Expiring in 2023)

Kevin T. Carter, 54, has been a director of the Company and the Bank since November 2016. Mr. Carter has served as the President of Guests, Inc., a full service hotel management company headquartered in Strasburg, Virginia, since October 2016. He has over 38 years of experience in the hospitality industry, holding positions such as director, corporate director, resident manager, general manager, independent consultant and Managing Director for the Airlie Foundation from November 2000 to October 2016. Mr. Carter served 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. He is currently a member of the Town Council of Warrenton, Virginia. Mr. Carter has been a member of the Board of Directors of the Fauquier County Chamber of Commerce, the Fauquier Hospital and Health System and the PATH Foundation. In addition, he has served as the President of the Warrenton Rotary Club and Senior Warden and School Board Treasurer for the St. James Episcopal Church in Warrenton, Virginia. Through his personal community involvement in the Town of Warrenton and Fauquier County, Virginia, and his professional experience, Mr. Carter provides the Board with significant knowledge of our market base and financial management skills.

Donna D. Flory, 59, has been a director of the Company and the Bank since 2015. Ms. Flory is currently the Director of Human Resources for QMT Windchimes, a manufacturing company based in Manassas Park, Virginia. In addition, as an independent contractor, Ms. Flory provides financial support to the Industrial Development Authority of Prince William County, Virginia. Ms. Flory served as the Vice President of the Flory Small Business Development Center, Inc. (the “Flory Center”), located in Manassas, Virginia, from 1992 to 2019 and was responsible for financial operations, human resources, payroll, employee benefits and general operations. The Flory Center was a nonprofit organization that assisted small businesses and start-up entrepreneurs in accessing capital, developing business and marketing plans, and was a resource partner with the U.S. Small Business Administration. Ms. Flory also has significant experience in hospitality management, holding various management positions with Tysons Westpark Hotel and Ramada Inn from 1982 to 1989. Ms. Flory serves her community through leadership roles in the American Red Cross, Rotary International, March of Dimes and Bugles Across America. She is a Past President of Habitat for Humanity of Prince William County, and the cities of Manassas and Manassas Park, Virginia. Through her business and community involvement, Ms. Flory brings to the Board a diverse range of professional skills and relationships.

Randolph T. Minter, 60, has been a director of the Company and the Bank since 1996. Mr. Minter has been President and owner of Moser Funeral Home, Inc. since 1986, having worked prior to that time in various positions at the funeral home since 1980. He also has owned and operated Bright View Cemetery, Inc. in Fauquier County, Virginia since 1990. Through his involvement and leadership

positions with a variety of business and community organizations, Mr. Minter brings to the Board a vast knowledge of our community market base, and its business related issues.

Directors Whose Terms Do Not Expire This Year

Class I Directors (Term Expires in 2021)

John B. Adams, Jr., 75, has been a director of the Company since 2003 and a director of the Bank since 2002. He was elected Chairman of the Company and the Bank in 2010. Mr. Adams was President and Chief Executive Officer of A. Smith Bowman Distillery from 1989 to 2003. Mr. Adams 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. Mr. Adams served as chairman of The National Theatre in Washington, D.C. for 25 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.

Randolph D. Frostick, 63, has been a director of the Company and the Bank since 2009. He is an attorney and a shareholder of 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 joined the firm in 1987. In addition to practicing law, Mr. Frostick is actively involved in real estate development and commercial leasing in Manassas, Virginia. Mr. Frostick brings to the Board insightful knowledge of our market base, and valuable business expertise.

Jay B. Keyser, 63, has been a director of the Company and the Bank since 2009. Since January 2015, he has served as the Chief Executive of the William A. Hazel Family Office. He is also the manager of various real estate ventures and trustee of multiple trusts relating to the Hazel family. He currently serves on the board and was the Chief Executive Officer of William A. Hazel, Inc., a site construction company headquartered in Chantilly, Virginia, from June 2008 to December 2014. Mr. Keyser had served for 25 years in various capacities, including Chief Financial Officer, of this construction entity. He has served as board trustee for Highland School, located in Warrenton, Virginia. He received his Certified Public Accountant (“CPA”) certification in 1982 and is a member of the American Institute of Certified Public Accountants and the Virginia Society of CPAs. Mr. Keyser brings vast business and financial management knowledge and experience to the Board.

Class II Directors (Term Expires in 2022)

Marc J. Bogan, 53, has been a director of the Company and the Bank since February 2016. He has served as President of the Company and the Bank since February 2016 and became Chief Executive Officer of the Company and the Bank effective March 2016. Mr. Bogan has over 30 years of experience in the financial services industry. He served as President and Chief Operating Officer of New Dominion Bank in Charlotte, North Carolina, from June 2011 until February 2016, when he joined the Company. Mr. Bogan was Executive Vice President, Chief Operating Officer and Chief Retail Officer for Ameris Bank, a four-state community bank based in Georgia, from 2008 to 2011, and was Coastal Regional Executive – Eastern South Carolina for Ameris Bank from 2006 to 2008. Prior to joining Ameris Bank in 2006, Mr. Bogan held several senior management positions with Bank of America and South Carolina Bank and Trust. Mr. Bogan brings to the Board significant management experience in diverse areas such as retail and commercial banking, private wealth management, information technology, operations, treasury services and mortgage banking.

Brian S. Montgomery, 67, has been a director of the Company and the Bank since 1990. Mr. Montgomery has been owner and President of Warrenton Foreign Car, Inc. located in Warrenton, Virginia, since 1972 and is the owner and manager of various commercial real estate properties located in Warrenton, Virginia. Mr. Montgomery brings extensive knowledge of the financial services industry to the Board, with a specialty in insurance through his tenure on the board of Loudoun Mutual Insurance Company, where he has been a director since 1999.

P. Kurtis Rodgers, 52, has been a director of the Company and the Bank since 2007. Mr. Rodgers is President and Chief Executive Officer of S.W. Rodgers Co., Inc., a heavy highway site contractor headquartered in Gainesville, Virginia that operates throughout Virginia. Prior to his appointment as President in 1998, Mr. Rodgers served in multiple capacities within S.W. Rodgers Co., Inc. since its establishment in 1980. He is the Past President of the Heavy Construction Contractors Association (a Virginia association) and has served on advisory panels for the James Madison University College of Business and the George Mason University Prince William Campus. Mr. Rodgers brings valuable business management expertise and knowledge to the Board.

Sterling T. Strange, III, 59, has been a director of the Company and the Bank since 2007. Mr. Strange is President and Chief Executive Officer of The Solution Design Group, Inc., an information technology software firm to the public sector and higher education industries, located in Warrenton, Virginia and Orlando, Florida. Prior to founding The Solution Design Group, Inc. in 2004, Mr. Strange was President and founder of Decision Support Technologies, Inc., a transportation software company that provided solutions and services to over 100 airports and seaports worldwide. Mr. Strange has served in senior management positions in both private and public companies for over 30 years. He provides valuable entrepreneurial experience and financial management expertise to the Board.

The Board recommends that the shareholders vote FOR the above nominees as directors. The proxy holders will cast votes as instructed pursuant to the proxies submitted, unless otherwise instructed, FOR the election of the Class III nominees. The Board of Directors has no reason to believe that any of the above nominees will be unable to serve as a director. Each of the nominees has consented to be named in the proxy statement and to serve if elected.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Independence. A majority of the directors are “independent directors” as defined by the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”), and the Board of Directors has determined that these independent directors have no relationships with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. The independent directors are Messrs. Adams, Carter, Frostick, Keyser, Minter, Montgomery, Rodgers, Strange and Ms. Flory. In determining the independence of the directors, the Board considered the following relationship that Mr. Frostick has with the Company outside of his director position: Vanderpool, Frostick and Nishanian, P.C., a law firm of which Mr. Frostick is a partner and shareholder, has been engaged by the Bank for legal services. During 2019, the firm was paid $39,242 for its services. After considering this relationship, the Board concluded that Mr. Frostick is independent.

Board Leadership. The Board of Directors is committed to maintaining an independent Board, and for many years a majority of our Board has been comprised of independent directors. Generally, it has been the Company’s practice to separate the duties of Chairman and Chief Executive Officer. In keeping with good corporate governance practices, at this time the Board believes that the separation of the duties of Chairman and Chief Executive Officer eliminates any inherent conflict of interest that may arise when the roles are combined, and that an independent director who has not served as an executive of the Company can best provide the necessary leadership and objectivity required as Chairman.

Meetings and Attendance. During the year ended December 31, 2019, the Board of Directors held 12 meetings. Each director attended at least 75% of the aggregate of: (i) the number of Board meetings held during the period in which he or she has been a director and (ii) the number of meetings of all committees on which he or she served.

The Company has not adopted a formal policy on Board members’ attendance at our annual meetings of shareholders, although all Board members are encouraged to attend. All of the current Board members attended our 2019 Annual Meeting of Shareholders.

Communications with the Board of Directors. Any shareholder who wishes to contact the Board of Directors or any of its members may do so by writing to Fauquier Bankshares, Inc., Board of Directors, c/o Secretary, 10 Courthouse Square, Warrenton, Virginia 20186. The Secretary of the Company will promptly forward all such communications to the specified addressees. Communications may also be directed to the Board of Directors through our website: www.tfb.bank under “Contact Us.” Emails sent through our website clearly addressed to the Board of Directors or to a specific director will be forwarded by our webmaster as indicated.

Audit Committee. The Board has an Audit Committee, composed entirely of directors who satisfy the independence and financial literacy requirements for audit committee members under the Nasdaq listing standards and applicable Securities and Exchange Commission (“SEC”) regulations. In addition, at least one member of the Audit Committee has past employment experience in finance or accounting or comparable experience which results in the individual’s financial sophistication. The Audit Committee is responsible for the appointment, compensation and oversight of the work performed by the Company’s independent registered public accounting firm. The Audit Committee held four official meetings and several informal discussions in 2019 (Refer to “Audit Committee Report”). The current members of the Audit Committee are Messrs. Adams, Keyser, Rodgers and Strange and Ms. Flory. The Board of Directors has determined that Messrs. Keyser and Strange qualify as the audit committee financial experts as defined by SEC regulations and has designated them as the Company’s Audit Committee Financial Experts. The Audit Committee operates pursuant to a written charter, which is posted on the Bank’s website: www.tfb.bank under “About Us – Investor Relations – Corporate Profile – Corporate Governance.” The committee reviews and reassesses the charter annually and recommends any changes to the Board for approval.

Governance Committee. The responsibilities of the Governance Committee include the evaluation of the Board’s structure, personnel and processes; and the maintaining of a current and viable set of corporate governance principles applicable to the Company. The committee is composed of a majority of directors who satisfy the independence requirements under the Nasdaq listing standards. The members of the Governance Committee are Messrs. Adams, Bogan, Carter, Frostick and Strange. The committee held three official meetings in 2019 and several informal discussions. The Governance Committee operates pursuant to a written charter, which is posted on the Bank’s website: www.tfb.bank under “About Us – Investor Relations – Corporate Profile – Corporate Governance.” The committee reviews and reassesses the charter annually and recommends any changes to the Board for approval.

Compensation and Benefits Committee. The Board has a Compensation and Benefits Committee, whose function is to aid the full Board of Directors of the Company in meeting its overall responsibilities with regard to the oversight and determination of executive compensation. The committee, composed entirely of directors who satisfy the independence requirements for compensation committee members under the Nasdaq listing standards, held four official meetings and several informal discussions in 2019. The current members of the Company’s Compensation and Benefits Committee are Messrs. Adams, Carter, Minter, Montgomery and Rodgers. The

Compensation and Benefits Committees operate pursuant to written charters, which are posted on the Bank’s website: www.tfb.bank under “About Us – Investor Relations – Corporate Profile – Corporate Governance.” The committees review and reassess the charters annually and recommend any changes to the Board for approval.

Enterprise Risk Management Committee. The responsibilities of the Enterprise Risk Management Committee are to assist the Board in its oversight of the Company’s management of financial, operational, information technology (to include cyber risk), credit, market, capital, liquidity, reputation, strategic, legal, compliance and other risks; and to oversee the Company’s enterprise risk management framework. The committee is composed entirely of directors who satisfy the independence requirements under the Nasdaq listing standards and applicable SEC regulations. The Enterprise Risk Management Committee held four official meetings and several informal discussions in 2019. Current members of the committee are Messrs. Adams, Carter, Frostick, Keyser and Strange and Ms. Flory. The Enterprise Risk Management Committee operates pursuant to a written charter, which is posted on the Bank’s website: www.tfb.bank under “About Us – Investor Relations – Corporate Profile – Corporate Governance.” The committee reviews and reassesses the charter annually and recommends any changes to the Board for approval.

Nominating Committee. The responsibilities of the Nominating Committee include the identification and evaluation of potential director candidates and making recommendations to the full Board regarding nominations of individuals for election to the Board of Directors. The committee is composed entirely of directors who satisfy the independence requirements for nominating committee members under the Nasdaq listing standards. The members of the Nominating Committee are Messrs. Adams and Minter and Ms. Flory. The committee held one official meeting in 2019 and several informal discussions. The committee operates pursuant to a written charter, which is posted on the Bank’s website: www.tfb.bank under “About Us – Investor Relations – Corporate Profile – Corporate Governance.” The committee reviews and reassesses the charter annually and recommends any changes to the Board for approval.

The Nominating Committee considers diversity in board composition and qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing Board composition. The committee generally reviews a potential candidate’s background, experience and abilities, the contributions the individual could be expected to make to the collective functioning of the Board and the needs of the Board at the time. The Board has adopted Corporate Governance Guidelines for the Company, which outline certain specific criteria that the Board seeks to attract, which include (i) a commitment to the Company’s purpose; (ii) informed, mature and practical judgment developed as a result of management or policy-making experience; (iii) business acumen, with an appreciation of the major issues facing a company of comparable size and sophistication; (iv) financial literacy in reading and understanding key performance reports; (v) integrity and an absence of conflicts of interest; (vi) visionary thinking and strategic planning expertise; (vii) ability to influence others; (viii) strong organizational and self-management skills; (ix) being independent according to Nasdaq listing standards and SEC rules; (x) having sufficient time to prepare and meet Board commitments; (xi) works or resides in the Bank’s market area, thereby bringing current and relevant demographic knowledge to the Board; and (xii) meeting age limit requirements.

The Nominating Committee will consider candidates for directors proposed by shareholders. The committee will accept written submissions that include the name, address and telephone number of the proposed nominee, along with a brief statement of the candidate’s qualifications to serve as a director. All such shareholder recommendations should be submitted to the attention of the Chairman, Nominating Committee, Fauquier Bankshares, Inc., 10 Courthouse Square, Warrenton, Virginia 20186. Any candidates submitted by a shareholder are reviewed and considered in the same manner as all other candidates. The current nominees for Class III members of the Board of Directors were approved on the recommendation of the Nominating Committee.

In addition, in accordance with the bylaws of the Company, any shareholder entitled to vote in the election of directors generally may directly nominate one or more persons for election as directors at an Annual Meeting if the shareholder gives written notice of his or her intent to make such nomination. In accordance with the Company’s bylaws, a shareholder nomination must include (i) the name and address of the shareholder who intends to make the nomination and of the person(s) to be nominated, (ii) a representation that the shareholder is an owner of common stock of the Company, entitled to vote, and intends to appear at the Annual Meeting (in person or by proxy) to nominate the individual(s) specified in the notice, (iii) a description of all arrangements, understandings or relationships between the shareholder and each nominee for director pursuant to which the nomination(s) are made by the shareholder, (iv) such other information regarding such nominee proposed by the shareholder as required in the proxy rules of the SEC including the amount and nature of each nominee’s beneficial ownership, age and principal occupation for the past five years, and (v) the written consent of each nominee to serve as a director of the Company if so elected. All such nominations for the 2021 Annual Meeting must be in proper written form and received by the Secretary of the Company by December 18, 2020.

DIRECTOR COMPENSATION

Retainer and Meeting Fees. Non-employee directors of the Company received an annual retainer of $5,000 for Company board service during 2019. Non-employee directors of the Bank received an annual retainer of $3,000 for Bank board service during 2019. The Chairman received a retainer from the Company of $27,500 during 2019, but did not receive a retainer from the Bank. Annual retainers are pro-rated at one half for any director who does not serve after an annual meeting of shareholders. For 2019, all Board meetings were joint meetings of the Company and the Bank, and the fee paid to non-employee directors was $800 per meeting. Non-employee directors of the Company and of the Bank received committee fees of $300 for each committee meeting attended. Committee Chairmen for the Audit, Compensation and Benefits, and Enterprise Risk Management Committees received $800 for each committee meeting they chaired. Committee Chairman for the Governance and Nominating Committees received $400 for each committee meeting they chaired. The Chairman of the Board receives a committee fee only if he chairs the committee.

Equity Compensation. During 2019, the Company granted restricted stock to non-employee directors under the Fauquier Bankshares, Inc. Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”), which was approved by shareholders at the 2019 Annual Meeting. The number of shares of restricted stock granted to each director was calculated by dividing $10,000 by the closing price of the Company’s common stock on the day prior to the day the Compensation and Benefits Committee made the grant determination.

The Compensation and Benefits Committee believes that granting restricted stock as part of director compensation better aligns the directors’ and shareholders’ long-term interest in the Company in a way that cannot be accomplished through cash compensation, and increases director ownership of Company shares in an appropriate manner. On February 21, 2019, 461 shares of restricted stock were awarded to each non-employee director continuing in office after the 2019 Annual Meeting. The shares automatically vested on such date but are subject to transferability restrictions that lapse on the third anniversary of the grant date. See “Executive Compensation-Stock Incentive Plan” for more information on the plan.

The following table provides compensation information for the year ended December 31, 2019 for each non-employee director.

Director Compensation

Name ⁽¹⁾	Fees Earned or Paid in Cash ⁽²⁾		Stock Awards ⁽³⁾		Total
John B. Adams, Jr.	$	36,600	$	9,999	$	46,599
Kevin T. Carter		21,500		9,999		31,499
Donna D. Flory		23,300		9,999		33,299
Randolph D. Frostick		25,100		9,999		35,099
Jay B. Keyser		26,800		9,999		36,799
Randolph T. Minter		26,400		9,999		36,399
Brian S. Montgomery		26,900		9,999		36,899
P. Kurtis Rodgers		26,300		9,999		36,299
Sterling T. Strange, III		22,700		9,999		32,699

⁽¹⁾

Marc J. Bogan, the Company’s President and Chief Executive Officer during 2019, is not included in this table as he is an executive officer of the Company and thus received no compensation for his services as director. The compensation received by Mr. Bogan as an executive officer of the Company is shown in the Summary Compensation Table in the “Executive Compensation” section.

⁽²⁾	Because each Company director also serves on the Bank’s Board of Directors, the amounts reported in this table reflect compensation for board service paid by the Company and the Bank.

⁽³⁾

Reflects the grant date fair value of the restricted stock award granted to each non-employee director on February 21, 2019 under the Stock Incentive Plan calculated in accordance with FASB ASC Topic 718 – “Compensation-Stock Compensation.” The assumptions made in the valuation of the restricted stock awards are set forth in Note 12, Share-Based Compensation, in the Company’s audited financial statements for the fiscal year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2020.

EXECUTIVE OFFICER OF THE COMPANY WHO IS NOT A DIRECTOR

The following provides information on the only executive officer of the Company at December 31, 2019 who is not a director:

Christine E. Headly, 64, has served as Executive Vice President and Chief Financial Officer of the Company and the Bank since September 2016. Ms. Headly was Senior Vice President and Controller of the Bank from May 2013 to September 2016, and previously served as a Vice President and Controller beginning in 2007 to May 2013. Ms. Headly joined the Bank in 1999.

EXECUTIVE COMPENSATION

Compensation Philosophy. The Company strives to be an organization where the atmosphere is satisfying, challenging and rewarding to our knowledgeable and skillful employees, which is critical to the Company’s ability to provide quality products and services to its customers, as well as a reasonable return to its shareholders. The compensation system is an integral part of this strategy and contributes significantly to the achievement of goals and objectives for the ongoing development of the Company and its human resources.

The Company’s compensation system is designed to: (i) attract employees whose qualifications clearly meet or exceed the minimum education, experience and skills specified for each job; (ii) attract employees who are willing to be held accountable for results; (iii) retain employees who achieve the high level of results expected; (iv) motivate employees to seek additional accountability, make and communicate well-informed business decisions, and achieve greater than expected results; and (v) differentiate employees between those who perform and those who do not want to be accountable or fail to achieve results.

Overview of Compensation Program. The Company’s Compensation and Benefits Committee (the “Committee”) approves the Company’s compensation philosophy, strategy and policy. The Committee develops Company goals and objectives relevant to the compensation of the Chief Executive Officer and Chief Financial Officer (“named executive officers” or “NEOs”), including annual and long-term performance objectives for joint approval by the independent members of the Boards of the Company and the Bank.

With the assistance of the independent members of the Company and Bank Boards, the Committee evaluates the performance of the NEOs and sets their annual compensation, including annual salary, cash and equity incentive awards, and other direct or indirect benefits. The Committee and the Company and Bank Boards annually approve compensation structures, job values, compensation budgets and distribution guidelines. In addition to the Chief Executive Officer, the Human Resources Director periodically attends Committee meetings and makes presentations to the Committee on compensation and benefits matters. The Committee meets in executive session, without the Chief Executive Officer, when discussing his compensation.

Finally, the Committee is responsible for reviewing the competitiveness of the Company’s executive compensation programs to ensure (i) the attraction and retention of senior management; (ii) the motivation of senior management to achieve the Company’s business objectives; and (iii) the alignment of key leadership with the long-term interests of the Company’s shareholders.

Establishing Executive Compensation. The Company compensates our NEOs, and other members of senior management, through a mix of base salary, cash and equity incentive compensation, and perquisites and benefits designed to be competitive with our peer financial institutions, consisting of publicly traded banks, similar in asset size, and predominantly located in the greater Washington, D.C./Virginia markets. Cash and equity incentive awards to senior management are made pursuant to our Management Incentive Plan and Stock Incentive Plan (together, the “Incentive Plans”), which are designed to reward company-wide performance through tying awards to selected performance goals. Our goal is to provide our NEOs with a level of assured cash compensation in the form of base salary as well as cash and equity opportunities in the form of incentive compensation that will help recruit, retain and reward competent and effective executive talent, and at the same time align senior management’s interests with the long-term interests of our shareholders.

The compensation planning process consists primarily of annually establishing an overall executive compensation package, and allocating that compensation among base salary and cash and equity incentives under the Incentive Plans. In order to recruit and retain top executive talent whom we expect to provide performance that will create and sustain long-term value for our shareholders, we intentionally pay overall compensation that we believe is competitive with our peer group. Our base salaries are comparable with the base salaries paid by most of our peer group for comparable positions.

Decisions regarding the base salaries for the NEOs are generally made at the Committee’s first meeting following the availability of the Company’s financial results for the prior year. In addition to referring to proposed pay ranges, the Committee uses the prior year’s financial results to evaluate each NEO’s performance against individual performance plans for the prior year. Generally at this meeting, the Committee also determines the extent to which the cash and equity incentive awards under the Incentive Plans for the prior year were earned by measuring actual outcomes against pre-determined performance goals. Performance goals are made as early as practicable in the year in order to maximize the time period for the incentives associated with the awards to be achieved. The Committee’s schedule is determined several months in advance, and the proximity of granting equity awards to announcements of earnings or other market events is coincidental. The Committee seeks the Chief Executive Officer’s input regarding the performance evaluation and compensation recommendations for the Company’s other NEO, although the Committee makes the final decision.

Base Salaries. Based on the evaluation of each NEO’s performance against individual performance plans and the review of the Company’s overall performance in 2018, the Committee recommended, and the independent members of the Board approved, a base salary for the Chief Executive Officer of $327,500 and a base salary for the Chief Financial Officer of $190,276 for 2019. Based on the evaluation of each NEO’s performance against individual performance plans and the review of the Company’s overall performance in 2019, the Committee recommended, and the independent members of the Board approved, a base salary for the Chief Executive Officer of $332,500 and a base salary for the Chief Financial Officer of $200,000 for 2020.

Management Incentive Plan. Our practice is to award incentive compensation based on satisfactory completion of pre-determined performance objectives. Cash incentive awards to senior management are made pursuant to our Management Incentive Plan, which is designed to reward the achievement of company-wide performance through the tying of awards to selected performance measures. The Committee approves the performance goals and award payouts and has the discretion to increase or decrease cash awards earned under the Management Incentive Plan.

The Committee reviewed the Company’s strategic objectives for 2019 and chose award factors relative to meeting certain primary objectives. The NEOs’ performance goal objectives were based on the following measures of the Company’s 2019 performance: net income, efficiency ratio, noninterest and fee income, loan growth, deposit growth, nonperforming assets, and CAMELS rating. Performance criteria, which the Company considers confidential strategic information, is not publicly disclosed for competitive reasons. Performance goals were scaled in order for a recipient to receive part of an award in the event a portion of the targeted goals were achieved.

The annual target award opportunity for each named executive officer is a percentage of the midpoint of his or her established position salary range as determined by the Committee. The 2019 annual target award opportunity for the Chief Executive Officer was 40% of such midpoint and for the Chief Financial Officer was 30% of such midpoint. Based on the results of the pre-determined goals, each officer earned approximately 93% of the target award opportunity. For our Chief Executive Officer and Chief Financial Officer, non-equity incentive compensation was $124,216 and $59,206, respectively.

Stock Incentive Plan. The Company believes that ownership of the Company’s common stock will motivate officers for the successful conduct of its business, and will better align their interests with the interests of the Company’s shareholders. The Stock Incentive Plan was adopted by the Board of Directors of the Company on February 21, 2019 and approved by the shareholders on May 21, 2019 at the Company’s 2019 Annual Meeting.

Under the Stock Incentive Plan, incentive and non-statutory stock options, restricted stock, restricted stock units and other stock-based awards may be granted to employees and directors. The plan makes available up to 350,000 shares for issuance to participants under the plan. No more than 200,000 shares may be issued in connection with any type of award other than stock appreciation rights or incentive stock options.

The Stock Incentive Plan is administered by the Committee, which determines the employees to be granted options, restricted stock awards, restricted stock units or other stock-based awards, whether such options will be incentive or non-statutory options, the number of shares subject to each option or award, whether such options may be exercised by delivering other shares of common stock, and when such options or awards vest.

We have granted equity awards under the Stock Incentive Plan, and historically those awards have been made in the forms of restricted stock and restricted stock units. The Committee believes that restricted stock and restricted stock units are generally more effective than stock options when aligning the interests of the executives with those of the Company’s shareholders. The overall target award opportunity is defined as a percentage of base salary, divided equally between awards of restricted stock that have a time-based vesting component and restricted stock units that have a performance-based vesting component. The restricted stock awards vest according to a three-year cliff, becoming fully vested after three full years of continued employment. The restricted stock unit awards are earned at the end of a three-year performance period depending on the average of the Company’s past three years’ actual return on average equity performance relative to the defined SNL National Peer Group’s average over the three-year period. Each performance-based restricted stock unit award agreement allows the award to be issued in stock at 50% of the value of the award and in cash at 50% of the value of the award, to allow for applicable taxes withheld by the participants. The shares and cash relating to the performance-based restricted stock units awarded in 2019 will be provided to the NEOs based on the performance requirements at December 31, 2021.

The 2019 annual target award opportunity for the Chief Executive Officer was 35% of base salary and for the Chief Financial Officer was 25% of base salary. For our Chief Executive Officer and Chief Financial Officer, the value of time-based restricted stock and performance-based restricted stock units awarded totaled $114,610 and $47,588, respectively, for 2019. The grants of time-based restricted stock and performance-based restricted stock units were made on February 21, 2019 under the Stock Incentive Plan.

401(k) Savings Plan. To encourage saving for retirement and as a retention tool, the Bank maintains a defined contribution 401(k) savings plan (the “401(k) Savings Plan”), covering employees on the first day of hire who are at least 18 years of age and work at least 20 hours per week. Under the plan, participants may contribute an amount up to the Internal Revenue Service maximum amount of their

covered compensation for the year. Eligible participants receive a 3% employer contribution that is 100% vested. In addition, eligible participants receive a 100% match on the first 6% of compensation deferred.

Supplemental Executive Retirement Plan. In 2005, the Company adopted a Supplemental Executive Retirement Plan for executives (the “Executive SERP”), which is a supplemental benefit plan designed to ensure that participants will have, upon retirement from the Company or its subsidiaries, retirement benefits targeted at 70% (prorated if the participant has fewer than 10 years of benefit service) of base salary and incentive pay when added together with benefits provided through Social Security, the Company’s non-contributory defined benefit plan (terminated in 2009), and employer contributions to the 401(k) Savings Plan. A participant’s employee contributions to the 401(k) Savings Plan are not taken into account in determining the 70% target and thus will increase the total retirement benefits available to the participant.

The Company adopted this plan to provide consistent retirement benefits as a percent of final compensation for individuals whose retirement compensation under any qualified retirement plan sponsored by the Company or the Bank is limited by maximums imposed on these plans by law. Employees eligible to participate in the Executive SERP during 2019 included Mr. Bogan and any individuals designated by the Board of Directors as plan participants. Subject to certain specified forfeiture events (termination of employment for cause, pre-change in control competition, or unauthorized disclosure of confidential information), an eligible employee will have a vested and non-forfeitable right in supplemental retirement benefits under the Executive SERP upon the first of the following events to occur while being an active participant in the Executive SERP: (i) the participant meets the age and service requirements for early retirement under the Executive SERP (60 years of age with 10 years of vesting service); (ii) the participant reaches normal retirement date (65 years of age); (iii) the participant retires on a disability retirement date (first day of the month following the date participant retires as a result of a disability); or (iv) a change in control of the Company or the Bank.

Supplemental retirement benefits are payable under the Executive SERP for 180 months (15 years), with the amount payable reduced actuarially in the event payment begins before the participant reaches the normal retirement date. If the participant dies before receiving monthly payments for 180 months, the remaining monthly benefits will be paid to the participant’s beneficiary until the Executive SERP has made a total of 180 monthly payments. In addition, the Executive SERP provides a pre-retirement death benefit payable for 15 years to the participant’s beneficiary, with the amount payable reduced actuarially in the event payment begins before the participant reaches the normal retirement date.

On September 21, 2016, the Company entered into a participation agreement with Mr. Bogan relating to the Executive SERP. Mr. Bogan has not met the vesting requirements for the plan. Based on contribution rates and plan provisions and assumptions in effect on January 1, 2019, with retirement at age 65, the estimated monthly retirement benefit for Mr. Bogan under the Executive SERP is $3,427.

On January 19, 2017, the Company entered into a separate Supplemental Executive Retirement Plan agreement with Ms. Headly. Supplemental retirement benefits are payable under this plan for 15 years with the amount payable accruing after each year of service. At the end of 2019, Ms. Headly had a 75% vested annual benefit of $7,500. Each year after 2017 the annual vested benefit increases 25% or $2,500 until attainment of age 65, at which time she will be fully vested with an annual benefit of $10,000.

Employment Agreement With Chief Executive Officer. On June 6, 2016, we entered into an employment agreement with Mr. Bogan effective February 18, 2016 with an initial term until December 31, 2019. The Board determined that an employment agreement with Mr. Bogan was appropriate because it clarifies the terms of his employment and ensures the Company and the Bank are protected by non-compete, non-solicitation and confidentiality provisions in the event Mr. Bogan ceases employment. In addition, the Board believes an employment agreement is necessary to attract and retain a qualified chief executive officer in our industry. Beginning December 31, 2017 and on each December 31^st thereafter, the term of the employment agreement is automatically extended for an additional year so as to terminate three years from each renewal date, unless the Company notifies Mr. Bogan in writing prior to the renewal date.

Under the agreement, Mr. Bogan serves as the Chief Executive Officer of the Company and the Bank at an annual base salary of not less than $310,000 per year. The base salary may be increased or decreased in the sole discretion of the Committee or the Board of Directors of the Company, but not below the minimum amount of $310,000. The agreement also provides that Mr. Bogan is eligible to participate in the Company’s short and long-term incentive plans, with targeted performance levels for the Company to be established by the Committee or the Board. Any incentive-based compensation or award to which Mr. Bogan is entitled is subject to clawback by the Company as required by applicable federal law. The agreement further provides that Mr. Bogan is eligible to participate in any employee benefit plans that are provided for executive management, including group medical, disability and life insurance, paid time off and retirement. More information regarding Mr. Bogan’s employment agreement is provided under “Potential Payments Upon Termination or Change in Control.”

Employment Agreement With Chief Financial Officer. On February 8, 2017, we entered into an employment agreement with Ms. Headly effective February 8, 2017 with an initial term until December 31, 2019. The Board determined that an employment agreement with Ms. Headly was appropriate because it clarifies the terms of her employment and ensures the Company and the Bank are protected by non-compete, non-solicitation and confidentiality provisions in the event Ms. Headly ceases employment. In addition, the Board believes an employment agreement is necessary to attract and retain a qualified Chief Financial Officer in our industry. Beginning December 31, 2017 and on each December 31^st thereafter, the term of the employment agreement is automatically extended for an additional year so as to terminate two years from each renewal date, unless the Company notifies Ms. Headly in writing prior to the renewal date, provided that the agreement automatically terminates on the first day of the month immediately following the month in which she reaches the age of 65.

Under the agreement, Ms. Headly serves as the Chief Financial Officer of the Company and the Bank at an annual base salary of not less than $160,000 per year. The base salary may be increased or decreased in the sole discretion of the Committee or the Board of Directors of the Company, but not below the minimum amount of $160,000. The agreement also provides that Ms. Headly is eligible to participate in the short and long-term incentive plans, with targeted performance levels for the Company to be established by the Committee or the Board. Any incentive-based compensation or award to which Ms. Headly is entitled is subject to clawback by the Company as required by applicable federal law. The agreement further provides that Ms. Headly is eligible to participate in any employee benefit plans that are provided for senior management, including group medical, disability and life insurance, paid time off and retirement. More information regarding Ms. Headly’s employment agreement is provided under “Potential Payments Upon Termination or Change in Control.”

Summary Compensation Table

The following table summarizes the total compensation of the Company’s Chief Executive Officer and Chief Financial Officer for the years ended December 31, 2019 and 2018. The Company did not have any other executive officers during 2019.

Name and Principal Position	Year	Salary		Stock Awards ⁽¹⁾		Non-Equity Incentive Plan Compensation ⁽²⁾		Nonqualified Deferred Compensation Earnings ⁽³⁾		All Other Compensation ⁽⁴⁾		Total
Marc J. Bogan President & Chief Executive Officer	2019	$	327,500	$	114,610	$	124,216	$	162,331	$	33,277	$	761,934
	2018	$	318,797	$	111,558	$	148,898	$	88,928	$	40,665	$	708,846

Christine E. Headly Executive Vice President & Chief Financial Officer	2019	$	190,276	$	47,588	$	59,206	$	27,748	$	21,689	$	346,507
	2018	$	176,831	$	44,228	$	70,971	$	29,360	$	18,625	$	340,015

⁽¹⁾

The amounts in this column represent the grant date fair value of equity awards in the year granted, in accordance with FASB ASC Topic 718. For 2019, the awards included time-based restricted stock and performance-based restricted stock units. Performance-based awards in the above table assume the probable outcome of performance conditions is equal to the target potential value of the awards. The assumptions made in the valuation of the stock awards are set forth in Note 12 to the Company’s audited financial statements for the fiscal year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2020.

⁽²⁾	The amounts in this column represent the amounts of cash incentive compensation earned for the years indicated.

⁽³⁾

The amounts in this column reflect the actuarial increase in the present value of the NEOs accumulated benefit under the Executive SERP, for Mr. Bogan and the Supplemental Executive Retirement Plan agreement, for Ms. Headly, determined using factors consistent with those used in the Company’s audited financial statements.

⁽⁴⁾

The amounts in this column consist of, for 2019 for Mr. Bogan, personal use of a company car of $3,484, club dues reimbursements of $75, a 401(k) Savings Plan company match of $16,800, a 401(k) Savings Plan employer contribution of $8,400, and $4,518 in cumulative dividends received during 2019 on restricted stock; and for Ms. Headly, a health and welfare benefit of $200, a 401(k) Savings Plan company match of $12,009, a 401(k) Savings Plan employer contribution of $7,834, and $1,646 in cumulative dividends received during 2019 on restricted stock.

Outstanding Equity Awards at 2019 Fiscal Year-End

The following table includes certain information with respect to the value of all previously awarded unvested restricted stock awards held by the NEOs at December 31, 2019. Neither of the NEOs own any unexercised options.

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested ⁽¹⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ⁽¹⁾
Marc J. Bogan		2,642	⁽²⁾	$	56,116		2,642	⁽³⁾	$	56,116
		2,598	⁽⁴⁾	$	55,182		2,598	⁽⁵⁾	$	55,182
		3,100	⁽⁶⁾	$	65,844		3,100	⁽⁷⁾	$	65,844

Christine E. Headly		1,097	⁽²⁾	$	23,300		1,097	⁽³⁾	$	23,300
		1,030	⁽⁴⁾	$	21,877		1,030	⁽⁵⁾	$	21,877
		1,143	⁽⁶⁾	$	24,277		1,143	⁽⁷⁾	$	24,277

⁽¹⁾	The amounts in this column represent the number of shares of restricted stock held multiplied by the closing price of the Company’s common stock of $21.24 per share on December 31, 2019.

⁽²⁾	These shares of restricted stock were awarded on February 21, 2019 under the Stock Incentive Plan and vest in full on the third anniversary of the grant date.

⁽³⁾	These restricted stock units were awarded on February 21, 2019 under the Stock Incentive Plan and will be earned on December 31, 2021 contingent on actual performance of predefined measures. Each restricted stock unit is equivalent to one share of Company common stock.

⁽⁴⁾	These shares of restricted stock were awarded on February 15, 2018 under the Stock Incentive Plan and vest in full on the third anniversary of the grant date.

⁽⁵⁾	These restricted stock units were awarded on February 15, 2018 under the Stock Incentive Plan and will be earned on December 31, 2020 contingent on actual performance of predefined measures. Each restricted stock unit is equivalent to one share of Company common stock.

⁽⁶⁾	These shares of restricted stock were awarded on February 15, 2017 under the Stock Incentive Plan and vest in full on the third anniversary of the grant date.

⁽⁷⁾	These restricted stock units were awarded on February 15, 2017 under the Stock Incentive Plan and will be earned on December 31, 2020 contingent on actual performance of predefined measures. Each restricted stock unit is equivalent to one share of Company common stock.

Potential Payments Upon Termination or Change in Control

The section below describes the payments that may be made to the NEOs upon certain termination events or upon a change in control of the Company.

Employment Agreement with Mr. Bogan. In addition to the provisions described earlier under “Employment Agreement with Chief Executive Officer,” the agreement provides that Mr. Bogan will be entitled to receive certain severance payments in the event of a termination of employment under certain circumstances. If the Company terminates Mr. Bogan’s employment without “cause” or Mr. Bogan terminates his employment with “good reason” (as such terms are defined in the agreement), in a non-change in control context, he will receive (i) any earned but unpaid incentive bonus with respect to any completed calendar year immediately preceding the date of termination, (ii) the product of the annual cash bonus paid or payable, including by reason or deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365, and (iii) base salary in effect on the date of termination for a period of 24 months from the date of termination. In addition, if he elects coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), Mr. Bogan will be entitled to a reimbursement of the difference between the monthly COBRA premium amount paid by Mr. Bogan for him and his eligible dependents and the monthly premium paid by the Company for similarly situated active employees, provided that such benefits will not extend beyond the 18-month period permitted by COBRA.

If Mr. Bogan’s employment ends due to death prior to a “change in control” of the Company (as such term is defined in the agreement), the Company will continue to pay his base salary for three months following the month of his death to his designated beneficiary. If Mr. Bogan’s employment ends due to his termination by the Company for cause, or if he resigns his position without good reason or, prior to a change in control of the Company, he is terminated as a result of his incapacity, he would not be entitled to any additional compensation, bonus or benefits under the agreement.

If Mr. Bogan’s employment is terminated by him for good reason or by the Company on account of its failure to renew the agreement or without cause (other than on account of his death or incapacity), in each case within 36 months following a change in control of the Company, he is entitled to receive the following payments and benefits, provided he signs a release in favor of the Company: (i) the sum of (a) any accrued but unpaid base salary, unreimbursed expenses and such employee benefits (including equity compensation) to which he is entitled, (b) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination, (c) the product of the annual cash bonus paid or payable for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365, and (d) any benefits or awards (including cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid; (ii) a lump sum payment amount equal to 2.99 times the total of (a) his base salary in effect at the date of termination plus (b) the highest annual cash bonus paid or payable for the two most recently completed years; and (iii) reimbursement of the difference between the monthly COBRA premium

amount paid by Mr. Bogan for him and his eligible dependents and the monthly premium paid by the Company for similarly situated active employees, provided that such benefits will not extend beyond the 18-month period permitted by COBRA.

Mr. Bogan will be subject to two-year noncompetition restriction and a two-year nonsolicitation restriction following the termination of his employment for any reason.

Employment Agreement with Ms. Headly. In addition to the provisions described earlier under “Employment Agreement with Chief Financial Officer,” the agreement provides that Ms. Headly will be entitled to receive certain severance payments in the event of a termination of employment under certain circumstances. Ms. Headly’s employment agreement contains substantially similar terms as the employment agreement for Mr. Bogan with respect to severance payments in the event of a termination of employment, except that in the event Ms. Headly’s employment is terminated by her for good reason or by the Company on account of its failure to renew the agreement or without cause (other than on account of her death or incapacity), in each case within 36 months following a change in control of the Company, her lump sum payment amount is equal to 1.99 times the total of (i) her base salary in effect at the date of termination plus (ii) the highest annual cash bonus paid or payable for the two most recently completed years.

Ms. Headly will be subject to two-year noncompetition restriction and a two-year nonsolicitation restriction following the termination of her employment for any reason.

Equity Awards. Our restricted stock grants normally vest on the third anniversary of the date of grant, if the conditions with respect to the grants are met. In addition to any equity vesting provisions contained in the employment agreements we have with our NEOs, under the terms of their restricted stock agreements, early vesting of their restricted stock occurs upon any of the following events (as defined in the Stock Incentive Plan): (i) the occurrence of a “change in control,” (ii) the executive’s death while an employee, (iii) the executive’s disability while an employee, (iv) the executive’s retirement, or (v) the termination of the executive’s employment by the Company or a subsidiary other than for “just cause” or “cause” under circumstances where the plan committee provides for special vesting rules or restrictions and waives the otherwise applicable automatic forfeiture on cessation of employment.

Executive SERP. The benefits payable to (i) Mr. Bogan under the Executive SERP and (ii) Ms. Headly under her Supplemental Executive Retirement Plan Agreement upon termination are described under “Supplemental Executive Retirement Plan.”

The following table shows the estimated payments for the NEOs upon the described termination events or upon a change in control of the Company, based on following assumptions:

•

The table assumes each termination event or the change in control occurred on December 31, 2019, and assumes a stock price of $21.24, which was the Company’s closing stock price on December 31, 2019.

•

The amounts reflected in the following table are estimates, as the actual amounts to be paid to the NEO can only be determined at the time of termination or change in control.

•

In any case where a choice of payment is permitted, the table assumes all amounts were paid in a lump sum.

•

Except as noted in the table below, at termination, an NEO is entitled to receive all amounts accrued and vested under our 401(k) Savings Plan according to the same terms as other employees participating in those plans, whose benefits are not shown in the table below.

•

The NEO is entitled to receive amounts earned during the term of employment regardless of the manner in which the NEO’s employment is terminated. These amounts include base salary, unused vacation pay, and vested stock or option awards. These amounts are not shown in the table below.

•

Except as provided in their employment agreements, the NEO generally must be employed by the Company or the Bank on December 31, 2019 in order to receive any cash award under the Management Incentive Plan for 2019. In the event a termination occurs on an earlier date, the Committee has the discretion to award the employee an annual cash incentive under the plan. Discretionary annual cash compensation payments would not typically be awarded in the event of termination by the Company for cause or termination by the NEOs without good reason.

		Termination with no Change in Control																		Termination with Change in Control
Benefits & Payments Upon Termination		Death			Disability ⁽¹⁾			Termination without Cause or Resignation for Good Reason			Termination for Cause or Resignation without Good Reason			Retirement			Change in Control with or without Termination ⁽²⁾			Death			Disability			Termination without Cause or Resignation for Good Reason ⁽³⁾			Termination for Cause or Resignation without Good Reason			Resignation for Other than Good Reason including Retirement
Marc J. Bogan President & Chief Executive Officer
Compensation:
Base Salary	$		81,875	$		—	$		—	$		—	$		—	$		—	$		—	$		—	$		—	$		—	$		—
Long-Term Incentive:
Restricted Stock Vesting			427,901			427,901			427,901			—			427,901			427,901			—			—			—			—			—
Benefits & Perquisites:
Severance:
Base Salary Continuation			—			—			655,000			—			—			—			—			—			1,350,631			—			—
Bonus Continuation			124,216			124,216			124,216			—			124,216			—			124,216			124,216			124,216			—			124,216
Health & Welfare Coverage ⁽⁴⁾			—			—			205			—			—			—			—			—			205			—			—
Long-Term Disability			—			195			—			—			—			—			—			195			—			—			—
Paid Time Off			31,490			31,490			31,490			31,490			31,490			—			31,490			31,490			31,490			31,490			31,490
SERP			—			—			—			—			—			—			812,544			812,544			812,544			—			812,544
Total Value	$		665,482	$		583,802	$		1,238,813	$		31,490	$		583,607	$		427,901	$		968,250	$		968,445	$		2,319,087	$		31,490	$		968,250

Christine E. Headly Executive Vice President & Chief Financial Officer
Compensation:
Base Salary	$		47,569	$		—	$		—	$		—	$		—	$		—	$		—	$		—	$		—	$		—	$		—
Long-Term Incentive:
Restricted Stock Vesting			148,107			148,107			148,107			—			148,107			148,107			—			—			—			—			—
Benefits & Perquisites:
Severance:
Base Salary Continuation			—			—			380,552			—			—			—			—			—			496,469			—			—
Bonus Continuation			59,206			59,206			59,206			—			59,206			—			59,206			59,206			59,206			—			59,206
Health & Welfare Coverage ⁽⁴⁾			—			—			1,156			—			—			—			—			—			1,156			—			—
Long-Term Disability			—			41			—			—			—			—			—			41			—			—			—
Paid Time Off			18,296			18,296			18,296			18,296			18,296			—			18,296			18,296			18,296			18,296			18,296
SERP			—			—			—			—			—			—			30,774			30,774			30,774			—			30,774
Total Value	$		273,178	$		225,650	$		607,316	$		18,296	$		225,609	$		148,107	$		108,276	$		108,317	$		605,900	$		18,296	$		108,276

⁽¹⁾	Assumes disability continues through retirement age of 65.

⁽²⁾	These benefits are received upon a change in control whether or not the NEO is terminated in connection with the change in control.

⁽³⁾	These amounts may be reduced in order to avoid excess parachute payments under Section 280G of the Internal Revenue Code, in accordance with the executive’s agreement.

⁽⁴⁾	Represents the difference between the NEO’s premium payments and the Company’s premium payments for continued health and welfare coverage.

RELATED PARTY TRANSACTIONS

Pursuant to our Code of Business Conduct and Ethics, all directors (including our NEOs) are prohibited from being a consultant to (excluding an attorney), a director, officer, or employee of, or otherwise operate, another bank or financial institution that markets products or services in competition with the Bank. Our Chief Executive Officer implements our Code of Business Conduct and Ethics and is responsible for overseeing compliance with the Code of Business Conduct and Ethics.

The Bank has had, and may be expected to have in the future, banking transactions in the ordinary course of business with executive officers, directors, their immediate families and affiliated companies in which they are principal shareholders. Such loans were made in the ordinary course of business, on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the most recent practicable date, the number and percentage of shares of Company common stock beneficially held by persons known by the Company to be the owners of more than 5% of the Company’s common stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Royce & Associates, LLC 745 Fifth Avenue New York, NY 10151	294,000 ⁽¹⁾	7.77%
Ategra Community Financial Institution Fund, L.P. Jacques Rebibo 8229 Boone Blvd., Suite 305 Vienna, VA 22182	284,635 ⁽²⁾	7.50%
Daniel R. Long, III, CFA 588 Eagle Watch Lane Osprey, FL 34229	201,849 ⁽³⁾	5.33%

⁽¹⁾

Based on a Schedule 13G/A filed with the SEC on January 21, 2020 by Royce & Associates, LLC (“Royce”). Pursuant to the Schedule 13G/A, as of December 31, 2019, Royce was the beneficial owner of 294,000 shares of Company common stock and had sole voting power and sole investment power with respect to all 294,000 shares.

⁽²⁾

Based on a Schedule 13G/A filed with the SEC on February 5, 2020 by (i) Ategra Community Financial Institution Fund, L.P. (“ACFIF”), (ii) Ategra GP, LLC (“AGP”), (iii) Ategra Capital Management, LLC (“ACM”), (iv) Jonathan Holtaway, and (v) Jacques Rebibo. Pursuant to the Schedule 13G/A, as of December 31, 2019, ACFIF and AGP were each the beneficial owners of 276,013 shares of Company common stock and had shared voting power and shared investment power with respect to all 276,013 shares. The Schedule 13G/A also states that, as of such date, ACM, Jonathan Holtaway and Jacques Rebibo were each the beneficial owners of 282,635 shares of Company common stock and had shared voting power and shared investment power with respect to all 282,635 shares. The Schedule 13G/A also states that, as of such date, Mr. Rebibo was also the beneficial owner of 2,000 shares of Company common stock and had sole voting power and sole investment power with respect to all 2,000 shares.

⁽³⁾

Based on a Schedule 13D/A filed with the SEC on October 9, 2019 by Daniel R. Long, III, CFA. Pursuant to the Schedule 13D/A, as of October 8, 2019, Mr. Long was the beneficial owner of 257,549 shares of Company common stock and had sole voting power and sole investment power with respect to 252,549 shares and only investment power with respect to certain other shares held by family members of Mr. Long.

The Company has a Stock Ownership Policy which requires all directors to acquire within five years of becoming a director and retain a minimum of 5,000 shares of the Company’s common stock. The policy requires that within five years of being named executive officers, the Chief Executive Officer must retain a minimum of 25,000 shares and other NEOs must retain a minimum of 15,000 shares of common stock.

The following table sets forth, as of March 13, 2020, the number and percentage of shares of Company common stock held by each director and nominee for director of the Company, each of the NEOs and all directors and executive officers of the Company as a group.

Name of Beneficial Owner(s)	Amount and Nature of Beneficial Ownership		Percent of Class
John B. Adams, Jr.	25,490		*
Marc J. Bogan	16,945		*
Kevin T. Carter	5,716		*
Donna D. Flory	5,369	⁽¹⁾	*
Randolph D. Frostick	8,576		*
Christine E. Headly	7,621	⁽²⁾	*
Jay B. Keyser	9,336	⁽³⁾	*
Randolph T. Minter	39,803		1.05%
Brian S. Montgomery	40,597	⁽⁴⁾	1.07%
P. Kurtis Rodgers	12,157		*
Sterling T. Strange, III	7,985		*

All directors and executive officers as a group (11 persons)	179,595		4.73%

*	Percentage ownership is less than one percent (1.00%) of the outstanding shares of common stock.

⁽¹⁾	Includes 8,107 shares that are restricted stock holdings. The restricted shares are subject to a vesting schedule, forfeiture risk and other restrictions, and can be voted at the Annual Meeting.

⁽²⁾	Includes 2,153 shares held jointly with spouse, over which Mr. Carter shares voting and investment power.

⁽³⁾	Includes 4,892 shares held jointly with spouse, over which Ms. Flory shares voting and investment power.

⁽⁴⁾

Includes (i) 500 shares held jointly with spouse, over which Ms. Headly shares voting and investment power; (ii) 157 shares held solely by spouse; and (iii) 3,320 shares that are restricted stock holdings. The restricted shares are subject to a vesting schedule, forfeiture risk and other restrictions, and can be voted at the Annual Meeting.

⁽⁵⁾	Includes 7,361 shares held in the Jay B. Keyser Revocable Trust, over which Mr. Keyser shares voting and investment power with spouse.

⁽⁶⁾	Includes 10,376 shares held jointly with spouse, over which Mr. Montgomery shares voting and investment power.

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. All shares of common stock indicated in the above table are subject to the sole investment and voting power of the identified director or officer, except as otherwise set forth in the footnotes, except that shares of restricted stock over which the individual has sole voting power but does not have investment power until transferability restrictions have lapsed, are not specifically identified.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls. The Audit Committee’s responsibilities include providing for effective external audits of all corporate subsidiaries by a suitable independent registered public accounting firm, providing for an effective and efficient internal audit program to serve all subsidiaries in an examining and advisory capacity, assisting the Board of Directors in fulfilling its fiduciary responsibilities for financial reporting and internal accounting and operations controls, and to act as an agent for the Board of Directors to help ensure the independence of internal and external auditors, the integrity of management, and the adequacy of disclosure to shareholders.

The Company’s management is responsible for preparing the Company’s financial statements. The Company’s independent registered public accounting firm, Brown, Edwards & Company, L.L.P. (“Brown Edwards”), is responsible for performing an integrated independent audit of the Company’s consolidated financial statements and internal control over financial reporting and issuing an opinion on the conformity of those audited financial statements with United States generally accepted accounting principles and on the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor the Company’s financial reporting process and report its findings to the Board.

In this context, the Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2019 with the Company’s management. The Audit Committee has discussed with Brown Edwards 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 has discussed with Brown Edwards the auditor’s independence from the Company and its management, and has received the written disclosures and the letter from Brown Edwards required by the applicable requirements of the Public Company Accounting Oversight Board regarding Brown Edward’s communications with the Audit Committee concerning independence. In that regard, the Audit Committee has considered whether the provision by Brown Edwards of certain limited permissible non-audit services in addition to its audit services, is compatible with maintaining that firm’s independence and has determined that it is.

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

The members of the Audit Committee are independent as defined by the Nasdaq listing standards and applicable SEC regulations.

Audit Committee:

Jay B. Keyser, Chairman

John B. Adams, Jr.

Donna D. Flory

P. Kurtis Rodgers

Sterling T. Strange, III

PRINCIPAL ACCOUNTANT FEES

The Company’s independent registered public accounting firm, Brown Edwards, billed the following fees for services provided to the Company for the years ended December 31, 2019 and 2018.

	Year Ended December 31,
	2018		2019
Audit fees ⁽¹⁾	$	105,559	$	101,813
Audit-related fees ⁽²⁾		13,941		26,000
Tax fees		-		-
All other fees		-		-
Total	$	119,500	$	127,813

⁽¹⁾	Audit fees consist of audit and review services, consents and review of documents filed with the SEC. For 2018 and 2019, audit fees also include an attestation report on internal controls under SEC rules.

⁽²⁾	Audit-related fees consist of employee benefit plan audits, Housing and Urban Development audits, and audits of the Federal Family Education Loan Program.

The Audit Committee considers the provision of all of the above services by Brown Edwards to be compatible with maintaining the independence of Brown Edwards, the Company’s independent registered public accounting firm during 2018 and 2019.

PRE-APPROVAL POLICIES

Pursuant to the terms of the Company’s Audit Committee Charter, the Audit Committee is responsible for the appointment, compensation and oversight of the work performed by the Company’s independent registered public accounting firm. The Audit Committee, or a designated member of the Audit Committee, must pre-approve all audit (including audit-related) and non-audit services performed by the Company’s independent registered public accounting firm in order to assure that the provisions of such services does not impair the accountants’ independence. The Audit Committee has delegated interim pre-approval authority to Mr. Keyser, Chairman of the Audit Committee. Any interim pre-approval of permitted non-audit services is required to be reported to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

PROPOSAL TWO: ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

As part of implementing the “say on pay” requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, pursuant to applicable rules, the SEC requires a separate and non-binding shareholder vote to approve the compensation of the named executive officers in the proxy statement. This proposal, commonly known as a “say on pay” proposal, gives shareholders the opportunity to endorse or not endorse a company’s executive pay program. At the Company’s 2019 Annual Meeting, the shareholders voted in favor of having an advisory (non-binding) vote on executive compensation every year. Accordingly, shareholders of the Company are being asked to approve the following resolution:

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

As stated above, this is an advisory vote only. Approval of the proposed resolution requires the affirmative vote of a majority of the shares present and entitled to vote at the meeting.

The Company believes its compensation policies and procedures are strongly aligned with the long-term interests of its shareholders. Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation and Benefits Committee of the Board of Directors will take into account the outcome of the vote when considering future executive compensation decisions.

The Board of Directors recommends that you vote “FOR” the approval of the above resolution and “FOR” Proposal Two.

PROPOSAL THREE: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors, under Rule 10A-3 of the Securities Exchange Act of 1934 and the Audit Committee’s charter, has the sole authority to appoint or replace the Company’s independent registered public accounting firm. The Audit Committee has appointed Brown, Edwards & Company, L.L.P. as the independent registered public accounting firm for the year ending December 31, 2020. The Audit Committee seeks shareholder ratification of this appointment. A representative from Brown Edwards is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions of the shareholders.

The Audit Committee and the Board of Directors recommends that you vote “FOR” ratifying the selection of Brown Edwards for the purposes set forth above. A majority of the votes cast is required for the ratification of Brown Edwards for such purposes. The Company has been advised by Brown Edwards that the firm did not have any direct financial interest or any material indirect financial interest in the Company or the Bank in 2019.

If the shareholders do not ratify the appointment of Brown Edwards, the Audit Committee will reconsider whether to retain Brown Edwards and may proceed, in its sole discretion, with the retention of Brown Edwards if it deems such retention to be in the best interest of the Company and its shareholders. If the appointment of Brown Edwards as the Company’s independent registered public accounting firm is ratified, the Audit Committee may, in its sole discretion, change the appointment at any time during the year should it determine such a change would be in the best interest of the Company and its shareholders.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL

The Notice of the Annual Meeting, proxy material and proxy card, as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, are available at: http://investor.tfb.bank/docs.

ADDITIONAL INFORMATION

Annual Report on Form 10-K. Financial statements of the Company are contained in the Form 10-K for the year ended December 31, 2019, which accompanies this proxy statement. Upon written request sent to Fauquier Bankshares, Inc., c/o Secretary, 10 Courthouse Square, Warrenton, Virginia 20186, the Company will provide, at no cost to the shareholder, a copy of the Company’s 2019 Form 10-K for the year ended December 31, 2019, including the financial statements, as filed with the SEC.

“Householding” of Proxy Materials. In order to reduce the volume of duplicate information received at your household and to help us reduce costs, we will send only a single proxy statement and the 2019 Form 10-K to a household at which two or more shareholders reside if they share the same last name or we reasonably believe they are members of the same family. This practice is known as “householding” and stems from rules adopted by the SEC. Shareholders at a shared address will be subject to householding only if they have previously received a notice from us concerning the practice and we have not received instructions to the contrary from a shareholder at that address. Each shareholder subject to householding will continue to receive a separate proxy card.

If your household receives a single proxy statement and 2019 Form 10-K, but you would prefer to receive your own copy, you may direct requests for separate copies to the following address: Fauquier Bankshares, Inc., Attn: Investor Relations, 10 Courthouse Square, Warrenton, VA 20186 or call 1-800-638-3798 or 540-347-6751.

If you are a registered shareholder who receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner as mentioned above. If you are a “street name” shareholder, you may request householding by contacting your broker, bank or other nominee holder of record directly.

PROPOSALS FOR 2020 ANNUAL MEETING OF SHAREHOLDERS

In order for a shareholder proposal to be included in the proxy statement and form of proxy relating to the 2021 Annual Meeting of Shareholders, it must comply with SEC Rule 14a-8 and be received by the Company no later than December 18, 2020. Any such proposal received at the Company’s principal executive offices after such date will be considered untimely and may be excluded from the proxy statement and form of proxy.

The deadline for submitting shareholder proposals (other than director nominations by shareholders) to be presented at the 2021 Annual Meeting of Shareholders, but which will not be included in the proxy statement and form of proxy relating to such meeting, is March 3, 2021. Any such proposal received by the Company’s principal executive offices after such date will be considered untimely and the persons named in the proxy for such meeting may exercise their discretionary voting power with respect to such proposal.

OTHER MATTERS

The Board of Directors is not aware of any other matters to come before the Annual Meeting. Granting a proxy, however, confers on the persons named as proxy holders the discretionary authority to vote the shares in accordance with their best judgment on such other business, if any, that may properly come before the Annual Meeting or any adjournment thereof, including whether or not to adjourn the Annual Meeting.

RETURN OF PROXIES

Whether or not you expect to attend and participate in the Annual Meeting, please submit your proxy by telephone, the Internet or mail as promptly as possible to assure representation of your shares and help assure a quorum for the Annual Meeting. For additional instructions on voting by telephone or the Internet, please refer to your proxy card or voting instruction form provided to you by your broker, bank or other nominee. To vote and submit your proxy by mail, please complete, sign and date the enclosed proxy card and return it in the enclosed postage prepaid envelope. You may revoke your proxy at any time prior to its exercise.


	Fauquier Bankshares, Inc.

	By Order of the Board of Directors


	/s/ John B. Adams, Jr.
	John B. Adams, Jr.
Warrenton, Virginia	Chairman
April 17, 2020

Annual Meeting of Shareholders of Fauquier Bankshares, Inc. to be held on Tuesday, May 19, 2020 This proxy is being solicited on behalf of the Board of Directors VOTE BY: INTERNET TELEPHONE Go To www.proxypush.com/FBSS �� Cast your vote online. �� View Meeting Documents. OR 866-230-6402 �� Use any touch-tone telephone. ��Have your Proxy Card/Voting Instruction Form ready. �� Follow the simple recorded instructions. OR �� Mark, sign and date your Proxy Card/Voting Instruction Form. �� Detach your Proxy Card/Voting Instruction Form. �� Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. The undersigned hereby appoints Brian S. Montgomery, P. Kurtis Rodgers and Sterling T. Strange, III, and each or any of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of common stock of Fauquier Bankshares, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED “FOR” THE ELECTION OF THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 and 3. PROXY TABULATOR FOR FAUQUIER BANKSHARES, INC. P.O. BOX 8016 CARY, NC 27512-9903 Please separate carefully at the perforation and return just this portion in the envelope provided. ANNUAL MEETING OF SHAREHOLDERS OF FAUQUIER BANKSHARES, INC. Date: May 19, 2020 Time: 9:30 A.M. (Eastern Time) Place: Virtual Meeting – please visit www.proxydocs.com/FBSS for details. Please make your marks like this: Use dark black pencil or pen only The Board of Directors Recommends a Vote FOR each director nominee in proposal 1 and FOR proposals 2 and 3. 1: Election of Class III Directors 01 Kevin T. Carter 02 Donna D. Flory 03 Randolph T. Minter 2: Advisory (non-binding) vote on executive compensation. 3: The ratification of the selection of Brown, For Edwards & Company, L.L.P. as the Company’s independent registered public accounting firm for 2020. For Against Abstain For Against Abstain For Withhold Authority For Directors Recommend For For For TO ATTEND the virtual Annual Meeting of Fauquier Bankshares, Inc., please visit www.proxydocs.com/FBSS for virtual meeting registration details. Authorized Signatures - This section must be completed for your Instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date Above Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

Proxy — Fauquier Bankshares, Inc. Annual Meeting of Shareholders May 19, 2020, 9:30 a.m. (Eastern Time) This Proxy is Solicited on Behalf of the Board of Directors The undersigned appoints Brian S. Montgomery, P. Kurtis Rodgers and Sterling T. Strange, III, and each or any of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of Fauquier Bankshares, Inc. (the “Company”) the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on Tuesday, May 19, 2020 at 9:30 a.m. and all adjournments thereof. 1. Proposal 1: The election of the following Class III Directors: Kevin T. Carter, Donna D. Flory and Randolph T. Minter 2. Proposal 2: Advisory (non-binding) vote on executive compensation. 3. Proposal 3: Ratify Brown, Edwards & Company, L.L.P. as the Company’s independent registered public accounting firm for 2020. The Board of Directors of the Company recommends a vote “FOR” all nominees for director listed in proposal 1 and “FOR” proposals 2 and 3. This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” all nominees for director listed in proposal 1 and “FOR” proposals 2 and 3. In their discretion, the named proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The named proxies cannot vote your shares unless you sign and return this card. Please separate carefully at the perforation and return just this portion in the envelope provided.

Fauquier Bankshares (NASDAQ:FBSS)
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