EAGLE FINANCIAL SERVICES INC 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures The Company, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Internal Control over Financial Reporting Management is also responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended). Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, management has conducted an assessment of the design and effectiveness of its internal controls over financial reporting based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Management maintains a comprehensive system of internal control to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The system of internal control provides for appropriate division of responsibility and is documented by written policies and procedures that are communicated to employees. Those policies and procedures: 1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the Company, 2) provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors, 3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any internal control system, including the possibility of human error and the circumvention or overriding of internal controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Changes in conditions will also impact the internal control effectiveness over time. Eagle Financial Services, Inc. and subsidiaries maintains an internal auditing program, under the supervision of the Audit Committee of the Board of Directors, which independently assesses the effectiveness of the system of internal control and recommends possible improvements. Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2021, using the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded as of December 31, 2021, the Company’s internal control over financial reporting is adequate and effective and meets the criteria of the Internal Control – Integrated Framework . Management’s assessment did not determine any material weaknesses within the Company’s internal control structure. There were no changes in the Company’s internal control over financial reporting during the Company’s quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting during the Company’s fourth quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. This annual report does not include an attestation report of the company’s registered public accounting firm (Yount, Hyde & Barbour, P.C. (PCAOB Firm ID: 613 )), regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. Item 9B. Other Information None. 93 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections None. 94 PART III Item 10. Directors, Executives Officers and Corporate Governance The information required by Part III, Item 10. is incorporated herein by reference to the Proxy Statement for the 2022 Annual Meeting of Shareholders to be held May 17, 2022. Item 11. Executive Compensation The information required by Part III, Item 11. is incorporated herein by reference to the Proxy Statement for the 2022 Annual Meeting of Shareholders to be held May 17, 2022. Item 12. S ecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Part III, Item 12. is incorporated herein by reference to the Proxy Statement for the 2022 Annual Meeting of Shareholders to be held May 17, 2022. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Part III, Item 13. is incorporated herein by reference to the Proxy Statement for the 2022 Annual Meeting of Shareholders to be held May 17, 2022. Item 14. Principal Accounting Fees and Services The information required by Part III, Item 14. is incorporated herein by reference to the Proxy Statement for the 2022 Annual Meeting of Shareholders to be held May 17, 2022. 95 PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements The financial statements are filed as part of this Annual Report on Form 10-K within Item 8. (a)(2) Financial Statement Schedules All financial statement schedules are omitted since they are not required, or are not applicable, or the required information is given in the financial statements or notes thereto. (a)(3) Exhibits The following exhibits, as applicable, are filed with this Form 10-K or incorporated by reference to previous filings. Exhibit No. Description 3.1 Articles of Incorporation of the Company, restated in electronic format only as of March 1, 2006 (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated March 1, 2006). 3.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 20, 2021. 4.1 Description of Securities (incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019). 10.1 Description of Executive Supplemental Income Plan (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1996).* 10.2 Amended and Restated Employment Agreement of Brandon C. Lorey (incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).* 10.3 Eagle Financial Services, Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8, Registration No. 333-118319).* 10.4 Eagle Financial Services, Inc. 2014 Stock Incentive Plan (incorporated by reference to Exhibit A of the Proxy Statement for the Annual Meeting of Shareholders held on May 21, 2014, filed on April 21, 2014). 10.5 Amended and Restated Employment Agreement of John E. Hudson (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).* 10.6 Amended and Restated Employment Agreement of Kaley P. Crosen (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).* 10.7 Amended and Restated Employment Agreement of Kathleen J. Chappell (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 16, 2020).* 10.8 Eagle Financial Services, Inc. Dividend Investment Plan (incorporated herein by reference to to the Company’s Registration Statement on Form S-3, File No. 333-209460, filed on February 10, 2016).* 10.9 Amended and Restated Employment Agreement of Carl A. Esterhay (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).* 10.10 Amended and Restated Employment Agreement of Joseph T. Zmitrovich (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).* 21.1 Subsidiary of the Company. 23.1 Consent of Yount, Hyde & Barbour, P.C. 31.1 Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 96 31.2 Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from the Eagle Financial Service, Inc. Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders” Equity, (v) Consolidated Statements of Cash Flows and (vi) notes to Consolidated Financial Statements. 104 The cover page from the Eagle Financial Services, Inc. Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline XBRL (included with Exhibit 101). * Management contracts and compensatory plans and arrangements. (b) See Item 15(a)(3) above. (c) See Item 15(a)(2) above. Item 16. Form 10-K Summary Not applicable. 97 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Eagle Financial Services, Inc. By: /s/ BRANDON C. LOREY Brandon C. Lorey President and Chief Executive Officer Date: March 30, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 30, 2022. Signature Title /s/ BRANDON C. LOREY President, Chief Executive Officer, and Director (principal executive officer) Brandon C. Lorey /s/ KATHLEEN J. CHAPPELL Executive Vice President and Chief Financial Officer (principal financial and accounting officer) Kathleen J. Chappell /s/ THOMAS T. GILPIN Chairman of the Board and Director Thomas T. Gilpin /s/ ROBERT W. SMALLEY, JR. Vice Chairman of the Board and Director Robert W. Smalley, Jr. /s/ THOMAS T. BYRD Director Thomas T. Byrd /s/ CARY R. CLAYTOR Director Cary R. Claytor /s/ MARY BRUCE GLAIZE Director Mary Bruce Glaize /s/ SCOTT HAMBERGER Director Scott Hamberger /s/ EDWARD HILL, III Director Edward Hill, III /s/ TATIANA C. MATTHEWS Director Tatiana C. Matthews /s/ JOHN R. MILLESON Director John R. Milleson /s/ DOUGLAS C. RINKER Director Douglas C. Rinker /s/ JOHN D. STOKELY, JR. Director John D. Stokely, Jr. 98