NOTICE is hereby given that the Annual Meeting of Shareholders (the "Annual Meeting") of Fauquier Bankshares, Inc. (the "Company") will be held at the Black Horse Inn, 8393 Meetze Road, Warrenton, Virginia, on Tuesday, May 17, 201616, 2017 at 9:30 a.m., Eastern Time, for the following purposes:

The Board of Directors has fixed the close of business on March 11, 201610, 2017 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 be present in person, please submit your proxy by telephone, the Internet or mail as promptly as possible.  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 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 are present at the meeting, you may, if you wish, withdraw your proxy and vote your shares personally.  Any shareholder giving a proxy has the right to revoke it at any time before it is exercised by providing written notice to the Secretary of the Company.

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 or nominee.  Your name does not appear on the register of shareholders and in order to be admitted to the meeting, you must bring a legal proxy showing that you are the beneficial owner of the shares.  Unless you have obtained a legal proxy from your broker or nominee, you will not be entitled to vote your shares at the meeting and should instruct your broker or nominee how to vote on your behalf.

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Fauquier Bankshares, Inc. (the "Company") for use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at the Black Horse Inn, 8393 Meetze Road, Warrenton, Virginia, on Tuesday, May 17, 201616, 2017 at 9:30 a.m., Eastern Time, and at any adjournments thereof.

As of March 11, 201610, 2017 the record date fixed for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 3,757,9723,769,583 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 Smith Elliott KearnsBrown, Edwards & Company, LLCL.L.P. ("Smith Elliott"BE") as the Company's independent registered public accountantsaccounting firm for 2016.2017.

The presence, in person or by proxy, of the holders of at least a majority of the total number of shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting.

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 matter requires that the matter receive more votes "FOR" than votes "AGAINST" the matter, 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 and 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, brokers 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 your broker 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 or nominee is permitted to use its own discretion and vote your shares on certain routine matters, such as ratification of the Company's independent public accountants. As a result, if your broker or nominee votes on the ratification of the Company's independent public accountants, those shares will be counted for quorum purposes.

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 and voting in person.  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 or other nominee by following the instructions they provided or, if you have obtained a legal proxy from your broker or other nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person 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.

Certain information is set forth below concerning the Board's nominees for election at the 20162017 Annual Meeting, as well as the other current directors who will continue in office until the 20172018 and 20182019 Annual Meetings, respectively.

Brian S. MontgomeryKevin T. Carter, 63,51, has been a director of the Company and the Bank since 1990.November 2016. Mr. MontgomeryCarter has been owner andserved as the President of Warrenton Foreign Car,Guests, Inc. located, a full service hotel management company headquartered in Warrenton,Strasburg, Virginia, since 1972 and is the owner and manager of various commercial real estate properties located in Warrenton, Virginia. In addition to serving on various Company board committees over his tenure, he currently is a member of the Executive Committee, Compensation and Benefits Committee and Chairman of the Trust Committee.  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.

Donna D. Flory, 55,56, has been a director of the Company and the Bank since 2015.  Ms. Flory has been the Vice President of the Flory Small Business Development Center, Inc., located in Manassas, Virginia, since 1992 and is responsible for financial operations, human resources and general operations. The Flory Center is a nonprofit organization that assists small businesses and start-up entrepreneurs to access capital, develop business and marketing plans, and is a resource partner with the U.S. Small Business Administration. Ms. Flory also has significant experience in hospitality management.  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.  Through her business and community involvement, Ms. Flory brings to the Board, a diverse range of professional skills and relationships.

Randolph T. Minter, 56,57, 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.

John B. Adams, Jr., 71,72, has been a director of the Company since 2003 and a director of the Bank since 2002.  He was elected Vice Chairman of the Bank in January 2004 and Chairman of the Company in January 2010.  Mr. Adams was President and Chief Executive Officer of   A. Smith Bowman Distillery from 1989 through October 2003.   Mr. Adams serves as President and Chief Executive Officer of Bowman Companies, Inc., primarily a family real estate holding company, and is a director of Universal Corporation, a publicly traded company headquartered in Richmond, Virginia, where he also serves on the financial and audit committees. 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, 59,60, has been a director of the Company and the Bank since 2009.  He is Vice President 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 the leasing operations of office, retail and government buildings in Prince William County, Virginia. He also serves his community through the Prince William County Chamber of Commerce. Mr. Frostick brings to the Board insightful knowledge of our market base, and valuable business expertise.

Jay B. Keyser, 59,60, has been a director of the Company and the Bank since 2009. BeginningSince January 1, 2015, he serveshas served as the Chief Executive of the William A. Hazel Family Office.  He also is 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 1, 2008 to December 31, 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 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.

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 II and 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.

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 2015,2016, the firm was paid $20,425$10,523 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.

Board Governance Committee.  The responsibilities of the Board 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 Board Governance Committee are Messrs. Adams, Bogan, Frostick and Strange.  The committee held three official meetings in 20152016 and several informal discussions. The committee operates pursuant to a written charter, which is posted on the Bank's website: www.tfb.bank under "Investor Relations – 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, and must be received no later than November 15, 20162017 in order to be considered for the next annual election of directors.  Any candidates submitted by a shareholder are reviewed and considered in the same manner as all other candidates.  The current nominees for Class II and 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 20172018 Annual Meeting must be in proper written form and received by the Secretary of the Company by December 16, 2016.15, 2017.

Pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), executive officers, directors and beneficial owners of more than 10% of the Company's common stock are required to file reports on Forms 3, 4 and 5 with the SEC to report their beneficial ownership of the Company's common stock as well as certain changes in such beneficial ownership.  Based solely upon the Company's review of such reports, the Company believes that no executive officer, director or more than 10% beneficial owner failed to file required reports on Forms 3, 4 or 5 on a timely basis with respect to the fiscal year ended December 31, 2015.2016 other than T. Michael York, Executive Vice President and Chief Operating Officer of the Company and the Bank, who filed one Form 4 late with respect to a grant of restricted stock.

Retainer and Meeting Fees.  Non-employee directors of the Bank received an annual retainer of $3,000 for Bank board service during 2015.2016. Non-employee directors of the Company received an annual retainer of $5,000 for Company board service during 2015.2016. The Chairman received a retainer from the Company of $27,500 during 2015,2016, 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 the annual meeting of shareholders. For 2015,2016, all Board meetings were joint meetings of the Bank and the Company, and the fee paid to non-employee directors was $500 per meeting. Non-employee directors of the Bank and of the Company received committee fees of $300 for each committee meeting attended, except that Committee Chairmen for the Audit, Compensation and Benefits, Board Governance and Nominating Committees received $400 for each committee meeting they chaired. The Chairman receives a committee fee only if he chairs the committee.

Equity Compensation.  During 2015,2016, the Company granted restricted stock to non-employee directors under the Fauquier Bankshares, Inc. Stock Incentive Plan (the "Stock Incentive Plan"), which was approved by shareholders at the 2009 Annual Meeting.  The number of shares of restricted stock granted to each director was calculated by dividing $8,500, the value of the average restricted stock grant awarded in the most recent three years, 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 19, 2015, 49418, 2016, 567 shares of restricted stock were awarded to each non-employee director continuing in office after the 20152016 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.

Compensation Philosophy.  The Company strives to be an organization where work is satisfying to our staff and where knowledgeable and skillful associates can work in a challenging and rewarding atmosphere.  Achievement of these goals is critical to the Company's ability to provide quality products and services to its clients, as well as a reasonable return to its shareholders.  The Company considers compensation an integral part of this strategy.  The compensation system must support the achievement of these goals by making a significant contribution to the achievement of strategy and objectives at an acceptable level of compensation and ongoing development of the organization and its human resources.

The Company's compensation system is designed to result in the achievement of the Company's objectives.  To this end, the 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 individuals who are willing to be held accountable for results; (iii) retain those 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.  Although executive compensation is primarily paid by the Bank, the Committee develops Company goals and objectives relevant to the compensation of the Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer, including developing annual and long term performance objectives for the Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer 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 also annually approves compensation structures, job values, compensation budgets and distribution guidelines of the Bank with the Bank's Board of Directors' approval.  In addition to the Chief Executive Officer, Human Resources Department personnel periodically attend Committee meetings and make 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 the interests 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.  Cash and equity incentive awards to senior management are made pursuant to our Management Incentive Plan and Stock Incentive Plan, which are designed to reward company-wide performance through tying awards to selected performance goals.  We want 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 of annually establishing an overall executive compensation package and then allocating that compensation among base salary, cash and equity incentives under the Management Incentive Plan and the Stock Incentive Plan.  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.  We generally offer higher compensation components in the form of cash and equity incentive compensation under our Management Incentive Plan and Stock Incentive Plan, and incentive compensation comprises a large portion of our total compensation.  To assist the Committee in reviewing and establishing executive compensation, the Committee has identified a peer group consisting of publicly-traded banks, similar in asset size compared to the Company, and predominantly located in the greater Washington, D.C./Virginia area.

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 financial results to evaluate the NEO's performance against his or her individual performance plan for the prior year.  Generally at this meeting, the Committee also determines the extent to which the cash and equity incentive awards under the Management Incentive Plan and the Stock Incentive Plan for the prior year were earned by measuring actual outcomes against the pre-determined performance goals.  The Committee sets the performance goals for the Management Incentive Plan for the current year at its next meeting.  The 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 the granting of any equity awards to announcements of earnings or other market events is coincidental.

The Chief Executive Officer attends these Committee meetings, although the Chief Executive Officer is not present during deliberations or voting concerning his own compensation.  The Committee seeks the Chief Executive Officer's input regarding the performance evaluation and compensation recommendations for the Company's other NEO,NEOs, although the Committee makes the final decision.

Base Salaries.  Due to his announced retirement from the Company, which was effective March 31, 2016, the Committee recommended, and the independent members of the Board approved, not to increase Mr. Ferrell's base salary of $299,406 for 2016 purposes.  Based on an evaluation of each officer'sMr. Graap's performance against his individual performance plan and a review of the Company's overall performance in 2014, the Committee set the 2015, base salary for the Chief Executive Officer at $299,406, and the Chief Financial Officer at $198,400.  For 2016, the Committee recommended, and the independent members of the Board approved, a 2016 base salary for Mr. Graap, the previous Chief Financial Officer, of $206,300.  The Committee recommended, and the independent members of the Board approved, hiring Mr. Bogan as the Chief Executive Officer at a salary of $310,000, hiring Mr. York as the Chief Operating Officer at a salary of $225,000 and promoting Ms. Headly to Chief Financial Officer at a salary of $160,000.  For 2017 the Committee recommended, and the independent members of the Board approved, no changes to the salaries for the Chief Executive Officer, of $299,406Chief Operating Officer and a base salary for the Chief Financial Officer of $206,300.  Mr. Ferrell's base salary was not increased due to his previously announced retirement from the Company, which was effective on March 31, 2016.Officer.

Management Incentive Plan.  Our practice is to award incentive compensation based on satisfactory completion of pre-determined Company 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 under the Management Incentive Plan, 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 20152016 and chose award factors relative to meeting certain primary objectives.  The NEO'sNEOs' performance goal objectives for 20152016 were based on the following measures of the Company's 20152016 performance:  net income, managing expenses, non-interest and fee income, loan growth, core deposit growth, for retail and commercial deposits, non-performing assets, and CAMELS rating.  The performance criteria were measured against the Company's 2016 performance, which the Company considers confidential strategic information and does not publicly disclose for competitive reasons.  The performance goals were also scaled so that a recipient could receive part of an award in the event that a portion of the targeted goals were achieved.  Based on the results of the predetermined goals, only a portion of the full opportunity was awarded.

The 20152016 annual award opportunity for the Chief Executive Officer was 40% of base salary.  The 20152016 annual award opportunity for the Chief Operating Officer and the former Chief Financial Officer was 30% of base salary.  Performance criteriaThe 2016 annual award opportunity for the current Chief Financial Officer was not met therefore no25% of base salary.  For our Chief Executive Officer, Chief Operating Officer and current Chief Financial Officer, cash incentives were paidincentive compensation earned totaled $33,882, $10,852 and $9,055, respectively for 2015.2016.  The former Chief Financial Officer earned cash incentive compensation of $12,919.

Stock Incentive Plan.  The Company believes that ownership of Company common stock will stimulate the efforts of those persons upon whose judgment, interest and efforts the Company is and will be largely dependent 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 March 19, 2009 and approved by the shareholders on May 19, 2009 at the Company's 2009 Annual Meeting.

The Stock Incentive Plan provides for the granting of restricted stock awards and stock options in the form of incentive stock options and non-statutory stock options, and other stock-based awards to employees and directors of the Company on a periodic basis.  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 (i) stock appreciation rights (under the other stock-based awards provisions of the plan) or (ii) incentive stock options, which are eligible for more favorable tax treatment.

The Stock Incentive Plan is administered by the Committee, which is comprised of independent directors as such term is defined under SEC rules and NASDAQ listing standards.  Under the Stock Incentive Plan, the Committee determines which employees will be granted options, restricted stock awards, 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. The Committee believes that grants of restricted stock are generally more effective than grants of stock options at aligning the interests of the executives with those of the Company's shareholders.  The overall award opportunity is defined as a percentage of base salary, then divided equally between time vested restricted stock shares and performance vested restricted stock units.  Time vested shares vest according to a three-year cliff, becoming fully vested after three full years of continued employment.  The performance vested awards are in the form of restricted stock units and will be earned at the end of the 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 of the three-year period.  Each performance 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 withholding taxes due by the participants.  The shares relating to the performance vested restricted stock units awarded in 20152016 will be provided to the NEOs based on the performance requirements at December 31, 2017.2018.

The 20152016 annual target award opportunity for the Chief Executive Officer was 35% of base salary.  The 20152016 annual target award opportunity for the Chief Operating Officer and Chief Financial Officer was 25% of base salary. For our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, the value of time vested restricted stock grants totaled $52,391$54,250, $28,125 and $24,802,$6,667, respectively, for 2015.2016.  For our Chief Executive Officer, Chief Operating and Chief Financial Officer, the value of performance vested restricted stock units totaled $52,391$54,250, $28,125 and $24,802,$6,667, respectively, for 2015.2016. The grants of time vested restricted stock and performance vested restricted stock units were made on February 19, 2015 under the Stock Incentive Plan.Plan were made on March 31, 2016 for the Chief Executive Officer, July 21, 2016 for the Chief Operating Officer and November 17, 2016 for the Chief Financial Officer.

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. 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 6% employer contribution that is 100% vested.  In addition, eligible participants receive a 100% match on the first 1% of compensation deferred and a 50% match on the next 5% of compensation deferred.  This equates to a maximum match of 3.5% on the first 6% of compensation deferred.  The 401(k) Savings Plan was amended for 2017.  Eligible participants now 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 participating in the plan, 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 includeduring 2016 included Messrs. Bogan, Ferrell, Graap and GraapYork 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 his or her supplemental retirement benefits under the Executive SERP upon the first of the following events to occur while he or she is 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 his or her 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 his or her 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 to the participant and his or her beneficiary. 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 his or her normal retirement date.

Mr. Ferrell has a fully vested and non-forfeitable right to receive an estimated monthly benefit of $8,364 underNeither Messrs. Bogan or York have met the Executive SERP as he has satisfied the age and servicevesting requirements for early retirement under the plan.  Mr. Graap has a fully vested and non-forfeitable right to receive an estimate monthly benefit of $3,986 under the Executive SERP as he has satisfied the age and service requirements for early retirement under the plan.  Based on contribution rates and plan provisions and assumptions in effect on January 1, 2015,2016, with retirement at age 65, the estimated monthly retirement benefit for Mr. FerrellBogan under the Executive SERP is $8,364.$527.  Based on contribution rates and plan provisions and assumptions in effect on January 1, 2015,2016, and assuming retirement at age 65, the estimated monthly retirement benefit for Mr. and GraapYork under the Executive SERP is $4,559.$239.  Mr. Ferrell had a fully vested and non-forfeitable right to receive a monthly benefit of $8,250 under the Executive SERP as he satisfied the age and service requirements at his retirement effective March 31, 2016.  Mr. Graap had a fully vested and non-forfeitable right to receive a monthly benefit of $4,104 under the Executive SERP as he satisfied the age and service requirements at his retirement effective September 2, 2016.

On October 21, 2010, the Board of Directors approved amendments to the Executive SERP due to the termination of the Company's non-contributory defined benefit plan in 2009, and entered into participation agreements with Messrs. Ferrell and Graap.  On September 21, 2016 and November 2, 2016, the named participants.Company entered into participation agreements with Messrs. Bogan and York, respectively, relating to the Executive SERP.

Employment Agreement With Former Chief Executive Officer.  We entered into an employment agreement with Mr. Ferrell effective as of January 19, 2005 with an initial term until December 31, 2008.  The agreement provided for successive, automatic one-year extensions beginning on December 31, 2008, unless either party notified the other in writing at least 90 days prior to December 31.  The employment agreement was operative until Mr. Ferrell's retirement as Chief Executive Officer of the Company and the Bank effective March 31, 2016.

Under the agreement, Mr. Ferrell served as the Chief Executive Officer of the Company and the Bank. The agreement provided that Mr. Ferrell was eligible to participate in the Management Incentive Plan, with targeted performance levels for the Company to be established by the Committee or the Board.  The agreement also provides that Mr. Ferrell was eligible to participate in any employee benefit or incentive plans that were provided to senior management, including group medical, disability and life insurance, paid time off and retirement.  More information regarding Mr. Ferrell's employment agreement is provided under "Potential Payments Upon Termination or Change in Control".

Employment Agreement with Former Chief Financial Officer.  We entered into an employment agreement with Mr. Graap effective as of January 1, 2011 with an initial term until December 31, 2014.  The Committee determined an employment agreement with Mr. Graap was appropriate because it clarifies the terms of Mr. Graap's employment and ensures that the Company and the Bank are protected by non-compete, non-solicitation, and non-disclosure provisions in the event Mr. Graap ceases employment with us.  In addition, the Committee believes an employment agreement is necessary to attract and retain a qualified Chief Financial Officer in our industry.  On December 31, 2013 and on each December 31st thereafter, the term of the employment agreement will bewas automatically be extended for an additional year so as to terminate two years from each renewal date, unless the Company givesprovided written notice of its election not to renew the employment agreement before the applicable renewal date.  The employment agreement was operative until Mr. Graap's retirement as Chief Financial Officer of the Company and the Bank effective September 2, 2016.

Under the agreement, Mr. Graap servesserved as the Chief Financial Officer of the Company and the Bank at an annual base salary of not less than $175,500 per year.Bank.  The agreement providesprovided that Mr. Graap iswas eligible to participate in the short term and long term incentive plans, with targeted performance levels for the Company to be established by the Committee or the Board.  The agreement also providesprovided that Mr. Graap iswas eligible to participate in any employee benefit plans that are provided to senior management, including group medical, disability and life insurance, paid time off and retirement.  Any incentive-based compensation or award to which Mr. Graap is entitled is subject to clawback by the Company as required by applicable federal law.  More information regarding Mr. Graap's employment agreement is provided under "Potential Payments Upon Termination or Change in Control".

The following table summarizes the total compensation of the Company's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, former Chief Executive Officer and former Chief Financial Officer for the years ended December 31, 20152016 and 2014.2015.  The Company did not have any other executive officers during 2015.2016.

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, 2015.2016.  Neither of the NEOs own any unexercised options.

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 dentalbenefits, 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. Graap's agreement will terminate upon a change of control of the Company, at which time the Change of Control Agreement, dated as of November 27, 2000 and as amended, between the Bank and Mr. Graap will become effective, and any termination benefits will be determined and paid solely in accordance with that agreement, as described below.

Employment Agreement and Change ofin Control Agreement with Mr. Graap.York.  The Company and the Bank has alsohave entered into a change of controlan employment agreement with Mr. Graap.  TheYork.  In addition to the provisions described earlier under "Employment Agreement with Chief Operating Officer", the agreement becomes operative upon a change of controlprovides that Mr. York will be entitled to receive certain severance payments in the Bank, with changeevent of control having a termination of employment under certain circumstances.  Mr. York's employment agreement contains substantially similar definitionterms as Mr. Bogan's employment agreement with respect to severance payments in the event of a termination of employment.

Mr. Ferrell'sYork will be subject to two-year noncompetition restriction and a two-year nonsolicitation restriction following the termination of his employment agreement.  If, afterfor any reason.

Employment Agreement and Change in Control with Ms. Headly.  The Company and the Bank have entered into an 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 changetermination of control occurs, Mr. Graap'semployment under certain circumstances.  Ms. Headly's employment agreement contains substantially similar terms as the employment agreements for Messrs. Bogan and York with respect to severance payments in the event of a termination of employment, except that in the event Ms. Headly's employment is terminated within three years, he is entitled to receive the payments specified in the agreement, unless such termination was for "cause" or Mr. Graap terminates employment without "good reason" (as such terms are defined in the agreement).

Ms. Headly will be subject to paytwo-year noncompetition restriction and a cash amount equal totwo-year nonsolicitation restriction following the actuarial equivalenttermination of the retirement pension to which he would have been entitled under the terms of such retirement plans or programs, without regard to "vesting" thereunder, had he accumulated three additional years of continuous service after termination at his base rateemployment 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 Mr. Ferrell'sthe employment agreement or Mr. Graap's change in control agreement,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 Omnibus Plan or 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 the NEOs(i) Messrs. Bogan and York 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:

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.

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

For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Exchange Act 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 below, 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.

The Audit Committee of the Board is responsible for providing independent, objective oversight of the Company's accounting functions and internal controls.  The 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 during 2016, Smith Elliott Kearns & Company, LLC is("Smith Elliott"), was responsible for performing an independent audit of the Company's consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with United States generally accepted accounting principles.  The Committee's responsibility is to monitor the Company's financial reporting process and report its findings to the Board.

Based on the review and discussions referred to above, the Audit Committee recommended to, 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, 20152016 filed with the SEC.

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

The following table presents the fees for professional audit services rendered by Smith Elliott for the audit of the Company's annual financial statements for the years ended December 31, 20152016 and 20142015 and fees billed for other services rendered by Smith Elliott during those periods.  All services reflected in the following fee table for 20152016 and 20142015 were pre-approved in accordance with the policy of the Audit Committee of the Board of Directors.

The Audit Committee considers the provision of all of the above services to be compatible with maintaining the independence of Smith Elliott, the Company's independent registered public accounting firm during 2016 and 2015.

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 public accountants.  The Audit Committee, or a designated member of the Audit Committee, must pre-approve all

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 2013 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 Audit Committee of the Board of Directors, under Rule 10A-3 of the Exchange Act and the committee's charter, has selected the firm of Smith Elliott Kearnssole authority to appoint or replace the Company's independent registered public accounting firm. The Audit Committee has appointed Brown, Edwards & Company, LLCL.L.P. as the Company's independent registered public accounting firm to audit the books of the Company and the BankCompany's financial statements for the current year ending December 31, 2017.  The Audit Committee seeks shareholder ratification of this appointment. Prior to report on the consolidated statement of financial position and related statement of earnings of the Company and the Bank, and to perform such other appropriate accounting services as may be required by the Audit Committee.time, Smith Elliott auditedKearns & Company, LLC served as the booksCompany's independent registered public accounting firm.  See "Change In Independent Registered Public Accounting Firm" on page 28 of the Company and the Bank for 2015.  Athis proxy statement. We expect that a representative of Smith Elliott will be present at the Annual Meeting.  A representative from BE is expected to be present at the Annual Meeting, and will be givenhave the opportunity to make a statement if he or she desires to do so, desires, and is expected to be available to respond to appropriate questions of the shareholders.

The Audit Committee and the Board of Directors recommends that the shareholders vote "FOR" ratifying the selection of Smith ElliottBE for the purposes set forth above.  A majority of the votes cast is required for the ratification of Smith ElliottBE for such purposes.  The Company has been advised by Smith ElliottBE that the firm did not have any direct financial interest or any material indirect financial interest in the Company or the Bank in 2015.2016.

If the shareholders do not ratify the appointment of Smith ElliottBE, the Audit Committee will reconsider whether to retain BE and may proceed, in its sole discretion, with the retention of BE if it deems such retention to be in the best interest of the Company and its shareholders. If the appointment of BE 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.  If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain Smith Elliott and may proceed, in its sole discretion, with the retention of Smith Elliott if it deems such retention to be in the best interest of the Company and its shareholders.

Annual Report on Form 10-K. Financial statements of the Company are contained in the Form 10-K for the year ended December 31, 2015,2016, 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 20152016 Form 10-K for the year ended December 31, 2015,2016, 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 Form 10-K to a household at which two or more stockholders 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 20152016 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 540-349-0209.

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 or other nominee holder of record directly.

In order for a shareholder proposal to be included in the proxy statement and form of proxy relating to the 20172018 Annual Meeting of Shareholders, it must comply with SEC Rule 14a-8 and be received by the Company no later than December 16, 2016.15, 2017. 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 20172018 Annual Meeting of Shareholders, but which will not be included in the proxy statement and form of proxy relating to such meeting, is March 1, 2017,February 28, 2018, 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.

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.