Cardinal Financial DEF 14A Definitive proxy

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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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CARDINAL FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)

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CARDINAL FINANCIAL CORPORATION

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Cardinal Financial Corporation (the "Company"), which will be held on April 19, 2013 at 10:00 A.M., at the Fair Lakes Hyatt, 12777 Fair Lakes Circle, Fairfax, Virginia. At the meeting, one director will be elected for a term of one year and three directors will be elected to a term of three years each. Shareholders will also be asked to approve a non-binding resolution to endorse the Company's executive compensation program and to ratify the appointment of KPMG LLP as the Company's independent auditors for 2013.

Whether or not you plan to attend in person, it is important that your shares be represented at the meeting. Please complete, sign, date and return promptly the form of proxy that is enclosed with this mailing, or follow the Internet instructions given to vote and submit your proxy. If you decide to attend the meeting and vote in person, or if you wish to revoke your proxy for any reason prior to the vote at the meeting, you may do so, and your proxy will have no further effect.

The Board of Directors and management of the Company appreciate your continued support and look forward to seeing you at the meeting.


		Sincerely yours,
		BERNARD H. CLINEBURG Chairman and Chief Executive Officer

McLean, Virginia
March 18, 2013

CARDINAL FINANCIAL CORPORATION

8270 Greensboro Drive
Suite 500
McLean, Virginia 22102

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 19, 2013

NOTICE IS HEREBY GIVEN that the 2013 Annual Meeting (the "Meeting") of the holders of shares of common stock, par value $1.00 per share ("Common Stock"), of Cardinal Financial Corporation (the "Company"), will be held at the Fair Lakes Hyatt, 12777 Fair Lakes Circle, Fairfax, Virginia, on April 19, 2013 at 10:00 A.M., for the following purposes:

1.: To elect one director for a term of one year and three directors for a term of three years each, or until their successors are elected and qualify;
2.: To approve the following advisory (non-binding) proposal:

RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

3.: To ratify the appointment of KPMG LLP as the Company's independent auditors for 2013; and
4.: To transact such other business as may properly come before the Meeting.

Holders of shares of Common Stock of record at the close of business on March 4, 2013 will be entitled to vote at the Meeting.

You are requested to complete, sign, date and return the enclosed proxy promptly, regardless of whether you expect to attend the Meeting. A postage-paid return envelope is enclosed for your convenience. You also have the ability to vote and submit your proxy via the Internet instructions included in this mailing.

If you are present at the Meeting, you may vote in person even if you have already returned your proxy.

This notice is given pursuant to direction of the Board of Directors.


		Sincerely yours,
		Jennifer L. Deacon Secretary

McLean, Virginia
March 18, 2013

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on April 19, 2013

The proxy statement and the Company's annual report on Form 10-K are available at
www.cardinalbank.com/InvestorRelations/2013ProxyMaterials

CARDINAL FINANCIAL CORPORATION
PROXY STATEMENT

GENERAL INFORMATION
2013 ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 2013

This Proxy Statement is furnished to holders of common stock, par value $1.00 per share ("Common Stock"), of Cardinal Financial Corporation (the "Company") in connection with the solicitation of proxies by our Board of Directors to be used at the 2013 Annual Meeting of Shareholders to be held on April 19, 2013 at 10:00 A.M., at the Fair Lakes Hyatt, 12777 Fair Lakes Circle, Fairfax, Virginia, and at any adjournment thereof (the "Meeting"). At the Meeting, one director will be elected for a term of one year and three directors will be elected for a term of three years each. Shareholders will also be asked to approve a non-binding resolution to endorse the Company's executive compensation program and to ratify the appointment of KPMG LLP as the Company's independent auditors for 2013.

Our principal executive offices are located at 8270 Greensboro Drive, Suite 500, McLean, Virginia 22102. The approximate date on which this Proxy Statement and the accompanying proxy card are being mailed to our shareholders is March 18, 2013.

The Board of Directors has fixed the close of business on March 4, 2013 as the record date (the "Record Date") for the determination of the holders of shares of Common Stock entitled to receive notice of and to vote at the Meeting. At the close of business on the Record Date, there were 30,247,906 shares of Common Stock outstanding held by 588 shareholders of record. Each share of Common Stock is entitled to one vote on all matters to be acted upon at the Meeting.

As of February 28, 2013, our directors and executive officers and their affiliates, as a group, owned of record and beneficially a total of 1,331,947 shares of Common Stock, or approximately 4.37% of the shares of Common Stock outstanding on such date. Our directors, which include the nominees for election, and our executive officers have indicated an intention to vote their shares of Common Stock FOR the election of the nominees set forth on the enclosed proxy, FOR the approval of the non-binding resolution to endorse the Company's executive compensation program and FOR the ratification of KPMG LLP as our independent auditors for 2013.

A shareholder may abstain or (only with respect to the election of directors) withhold his vote (collectively, "Abstentions") with respect to each item submitted for shareholder approval. Abstentions will be counted for purposes of determining the existence of a quorum. Abstentions will not be counted as voting in favor of or against the relevant item.

A broker who holds shares in "street name" has the authority to vote on certain items when it has not received instructions from the beneficial owner. Except for certain items for which brokers are prohibited from exercising their discretion, a broker is entitled to vote on matters presented to shareholders without instructions from the beneficial owner. "Broker shares" that are voted on at least one matter will be counted for purposes of determining the existence of a quorum for the transaction of business at the Meeting. Where brokers do not have or do not exercise such discretion, the inability or failure to vote is referred to as a "broker nonvote." Under the circumstances where the broker is not permitted to, or does not, exercise its discretion, assuming proper disclosure to us of such inability to vote, a broker nonvote will not be counted as voting in favor of or against the particular matter, or otherwise as a vote cast on the matter. A broker cannot vote without instructions on the election of directors or on the approval of the non-binding resolution to endorse the Company's executive compensation program; therefore, there may be broker nonvotes on Proposals 1 and 2. A broker may vote on the ratification of the appointment of our independent auditors; therefore, no broker nonvotes are expected to exist in connection with Proposal 3. Abstentions and broker nonvotes will have no effect on the outcome of any of the Proposals.

Our shareholders are requested to complete, date and sign the accompanying form of proxy and return it promptly to us in the enclosed envelope. If a proxy is properly executed and returned in time for voting, it will be voted as indicated thereon. If no voting instructions are given, proxies received by us will be voted for election of the directors nominated for election, for the approval of the non-binding resolution to endorse the Company's executive compensation program and for the ratification of KPMG LLP as our independent auditors for 2013.

Shareholders can also deliver proxies by using the Internet. The Internet voting procedures are designed to authenticate shareholders' identities, to allow shareholders to give their voting instructions and to confirm that such instructions have been recorded properly. Instructions for voting over the Internet are set forth on the enclosed proxy card. If your shares are held in street name with your bank or broker, please follow the instructions enclosed with this Proxy Statement.

Any shareholder who executes a proxy has the power to revoke it at any time before it is voted by giving written notice of revocation to us, by executing and delivering a substitute proxy dated as of a later date to us or by attending the Meeting and voting in person. If a shareholder desires to revoke a proxy by written notice, such notice should be mailed or delivered, so that it is received on or prior to the date of the Meeting, to Jennifer L. Deacon, Secretary, Cardinal Financial Corporation, 8270 Greensboro Drive, Suite 500, McLean, Virginia 22102.

We will pay all of the costs associated with this proxy solicitation. In addition, certain of the officers and employees of the Company or our subsidiaries, without additional compensation, may use their personal efforts, by telephone or otherwise, to obtain proxies. We will also reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding proxy materials to the beneficial owners of the shares.

OWNERSHIP OF COMPANY SECURITIES

Security Ownership of Directors and Executive Officers

The following table sets forth certain information, as of February 28, 2013, with respect to beneficial ownership of shares of Common Stock by each of the members of the Board of Directors (including the nominees for election to the Board of Directors), by each of the executive officers named in the "Summary Compensation Table" below and by all directors, nominees and executive officers as a group. Beneficial ownership includes shares, if any, held in the name of the spouse, minor children or other relatives of the individual living in such person's home, as well as shares, if any, held in the name of another person under an arrangement whereby the director, nominee or executive officer can vest title in himself or herself at once or at some future time.



Name(1)	Common Stock Beneficially Owned(2)(3)		Exercisable Options Included in Common Stock Beneficially Owned(4)		Percentage of Class(5)

B. G. Beck		155,894		24,100		*

William G. Buck		186,000		—		*

Bernard H. Clineburg(6)		299,241		—		*

Sidney O. Dewberry		151,700		24,100		*

Michael A. Garcia		69,748		24,100		*

J. Hamilton Lambert		107,110		24,100		*

William J. Nassetta		567		—		*

William E. Peterson		63,384		24,100		*

Alice M. Starr		89,480		24,100		*

Steven M. Wiltse		11,000		10,000	��	*



Named Executive Officers

Christopher W. Bergstrom		54,350		4,000		*

Alice P. Frazier		26,788		23,000		*

F. Kevin Reynolds		84,521		49,069		*

Mark A. Wendel		32,164		25,000		*

Current Directors and Executive Officers as a Group (14 persons)		1,331,947		255,669		4.37	%

*: Percentage of ownership is less than one percent of the outstanding shares of common stock.
(1): The business address of each named person is c/o Cardinal Financial Corporation, 8270 Greensboro Drive, Suite 500, McLean, VA 22102.
(2): The number of shares of Common Stock shown in the table includes 57,468 shares held for certain directors and executive officers in our 401(k) plan as of February 28, 2013.
(3): Certain of our directors and named executive officers participate in our deferred income plans. As of February 28, 2013, the number of shares of Common Stock deemed to be owned by certain directors and executive officers in such plans total 295,729 and is not included in this column. The

number of estimated shares in the deferred income plans for each director and named executive officer is as follows: Beck, 27,339 shares; Buck, 40,915 shares; Clineburg, 41,405 shares; Dewberry, 29,321 shares; Garcia, 34,076 shares; Lambert, 35,726 shares; Nassetta, 420 shares; Peterson, 18,500 shares; Starr, 24,956 shares; Wiltse, 2,392 shares; Bergstrom, 16,090 shares; Frazier, 8,798; Reynolds, 8,900; and Wendel, 6,886 shares. Amounts are solely estimates for presentation purposes, as shares of Common Stock are only payable upon a distribution from the deferral plans.

(4): The number of shares of Common Stock shown in this column includes shares that our directors and executive officers have the right to acquire, or will obtain the right to acquire, through the exercise of stock options within 60 days following February 28, 2013.
(5): The number of common shares outstanding used to calculate percentage of beneficial ownership as of February 28, 2013 is 30,247,906.
(6): Mr. Clineburg is also a named executive officer.

Security Ownership of Certain Beneficial Owners

The following table sets forth information, as of December 31, 2012, regarding the number of shares of Common Stock beneficially owned by all persons known by us who own five percent or more of our outstanding shares of Common Stock.



Name	Address	Common Stock Beneficially Owned		Percentage of Class(1)

Eagle Asset Management, Inc.(2)	880 Carillon Parkway St. Petersburg, Florida 33716		1,947,349		6.66%

BlackRock, Inc.(3)	40 East 52^nd Street New York, NY 10022		1,762,783		6.02%

The Vanguard Group, Inc.(4)	100 Vanguard Blvd. Malvern, PA 19355		1,585,437		5.41%

(1): The number of common shares outstanding used to calculate percentage of beneficial ownership as of December 31, 2012 is 30,226,330.
(2): In a Schedule 13G/A filed with the Securities and Exchange Commission on January 29, 2013, Eagle Asset Management, Inc. reported beneficial ownership of, including sole voting and dispositive power with respect to, 1,947,349 shares of our Common Stock as of December 31, 2012.
(3): In a Schedule 13G/A filed with the Securities and Exchange Commission on February 6, 2013, BlackRock, Inc. reported beneficial ownership of, including sole voting and dispositive power with respect to, 1,762,783 shares of our Common Stock as of December 31, 2012.
(4): In a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2013, The Vanguard Group, Inc. reported beneficial ownership of, including sole voting and dispositive power with respect to, 1,585,437 shares of our Common Stock as of December 31, 2012.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and any persons who beneficially own more than 10% of the outstanding shares of Common Stock, to file with the Securities and Exchange Commission ("SEC") reports of ownership and changes in ownership of shares of Common Stock. Directors and executive officers are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file, and we assist these individuals in this process. Based upon a review of SEC Forms 3, 4, and 5 and based on

representations that no Forms 3, 4, and 5 other than those already filed were required to be filed, we believe that, except as disclosed below, all Section 16 (a) filing requirements applicable to those certain executive officers, directors, and beneficial owners of more than 10% of our Common Stock were timely met during the year ended December 31, 2012. Mr. Wiltse filed one late report in connection with a purchase of common stock.

Certain of our directors and officers participate in our deferred income plan pursuant to which they receive deferred stock units each pay period for the amount of compensation that they defer. During the year ended December 31, 2012, the following reports were not timely filed in connection with the receipt of these deferred stock units. Each of these reports covered a single deferred stock unit transaction: Mr. Beck—sixteen reports; Mr. Bergstrom—twenty-six reports; Mr. Buck—sixteen reports; Mr. Clineburg—twenty-six reports; Mr. Dewberry—sixteen reports; Ms. Frazier—twenty-six reports; Mr. Garcia—sixteen reports; Mr. Lambert—sixteen reports; Mr. Peterson—sixteen reports; Mr. Reynolds—twenty-six reports; Ms. Starr—sixteen reports; Mr. Wendel—twenty-five reports and Mr. Wiltse—twelve reports. As previously disclosed, we changed the plan administrator for our deferred income plan but were unable to correct all of the issues in receiving information to file timely reports. We believe we have corrected these issues and anticipate timely preparation of these filings in the future.

PROPOSAL 1
ELECTION OF DIRECTORS

General Information on the Election of Directors

Under our Articles of Incorporation and Bylaws, the Board of Directors is divided into three classes as nearly equal in number as possible. Normally, directors in only one class are elected each year, each for a three-year term on the Board. This year, the class of directors whose terms expire in 2013 are up for election; B.G. Beck will stand for election for a term of one year and Alice M. Starr and Steven M. Wiltse will each stand for election for a term of three years. In addition, William J. Nassetta, who was appointed to the Board of Directors in October 2012, is being presented to the shareholders for the first time, to be elected for a term of three years to the class of directors whose terms expire in 2016. In the election of directors, those receiving the greatest number of votes will be elected even if they do not receive a majority.

The Nominating Committee of the Board of Directors selected the nominees for election as directors. The Board of Directors has no reason to believe that any of the nominees will be unavailable. The following information sets forth the names, ages, principal occupations and business experience for the past five years for all nominees and incumbent directors, as well as the particular experience, qualifications, attributes or skills that led the Board to conclude that each should serve as a director.

Nominees for Election for Terms Expiring in 2014

B. G. Beck, 76, has been a director since 2002. He has extensive experience in both the government and public sector and founded a number of companies involved in energy, defense and medical technology. Since July 2011, he has been serving as President of the Beck Foundation and Tri State Heritage Group, Inc. He was the Vice Chairman and director of L-1 Identity Solutions Inc., formerly Viisage Technologies, Inc., from 2004 to 2011. He was President and Chief Executive Officer of Trans Digital Technologies from 1997 to 2004.

Nominees for Election for Terms Expiring in 2016

William J. Nassetta, 52, has been a director since October 2012. Dr. Nassetta is Founder, CEO, and Medical Director of CORE, LLC, an Occupational Medical Staffing and Consultation Company, and Founder and CEO of CORE Health Networks. Both companies operate nationally. Dr. Nassetta currently serves as Medical Director for a number of organizations and companies, including NASA, Georgia Pacific, and UOP, a Honeywell Company.

Alice M. Starr, 66, has been a director since 2001 and has 35 years of marketing, public relations, client development and event planning experience. Currently, she is President and CEO of Starr Strategies, a marketing and public relations consulting firm. She was Vice President of WEST*GROUP, a commercial real estate firm headquartered in McLean, Virginia, from 1988 to 2004.

Steven M. Wiltse, 56, has been a director since February 2012. He is currently a Partner with BDO USA, LLP after his certified public accounting firm Argy, Wiltse, Robinson, P.C., was acquired in November 2012. Mr. Wiltse was a founding Partner of Argy, Wiltse, Robinson, P.C., which was headquartered in McLean, Virginia since 1991. He has previously served as a director of Eagle Bank from 2010 to 2011 and a director of Fed Med Bank in 2009.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE NOMINEES SET FORTH ABOVE.

Incumbent Directors Serving for Terms Expiring in 2014

William G. Buck, 66, has been a director since 2002. Mr. Buck has been involved in the daily management as President of William G. Buck & Associates, Inc., a real estate brokerage, development and property management firm in Arlington, Virginia, since 1976. Mr. Buck has served or serves on the Board of Directors of Arlington Hospital, Florida Southern College and SkyBuilt Power.

Sidney O. Dewberry, P.E., L.S., 85, has been a director since 2002. He is currently our Lead Director. Mr. Dewberry is Chairman Emeritus and Founder of Dewberry, an architectural, engineering, planning, surveying and landscape architecture firm headquartered in Fairfax, Virginia. Mr. Dewberry has managed this company for over 55 years which currently has over 1,800 employees and over $300 million in gross revenues.

William E. Peterson, 51, has been a director since 2003. He has been Principal and Officer of The Peterson Companies for the past 16 years. Mr. Peterson served as The Peterson Companies' Chief Financial Officer from 1992 until 2001. In 2001, he assumed the position of Chief Operating Officer of Peterson Management Company. In 2006, Mr. Peterson was elevated to the position of President of Peterson Management Company. In 2008, Mr. Peterson's role within the family business changed to become Portfolio Investment Manager of the family's non Real Estate Assets in addition to duties as a Principal of The Peterson Companies.

Incumbent Directors Serving for Terms Expiring in 2015

Bernard H. Clineburg, 64, has been a director since 2001. Mr. Clineburg is our Chairman and Chief Executive Officer. Mr. Clineburg, a local bank executive for 40 years, is the former Chairman, President and Chief Executive Officer of United Bank (formerly George Mason Bankshares).

Michael A. Garcia, 53, has been a director since 2003. He is the President and Owner of Mike Garcia Construction, Inc. in Woodbridge, Virginia, since 1980. His company is involved in residential and commercial land development and construction, plus residential remodeling. Mr. Garcia was a founding director of the Company's subsidiary Cardinal Bank—Manassas/Prince William, N.A. in 1999 and became a director of Cardinal Bank when the two subsidiaries were merged in 2002.

J. Hamilton Lambert, 72, has been a director since 1999. Mr. Lambert is President of J. Hamilton Lambert and Associates, a consulting firm based in Fairfax, Virginia which provides a broad range of customized management and consulting services to governments, businesses and individuals. He is also the Executive Director of the Claude Moore Charitable Foundation.

EXECUTIVE OFFICERS

Executive Officers

The following information sets forth the names, ages, principal occupations and business experience for the past five years for all executive officers. Such information with respect to Bernard H. Clineburg, our Chairman and Chief Executive Officer, is set forth above in the "Proposal 1—Election of Directors" section.

Christopher W. Bergstrom, 53, has been a Regional President of Cardinal Bank since 2002, our Chief Credit Officer since 2005 and our Chief Risk Officer since 2007. He was President and Chief Executive Officer of Cardinal Bank-Manassas/Prince William, N.A. from 1999 to 2002 when it merged with Cardinal Bank.

Alice P. Frazier, 47, has been the Chief Operating Officer since 2010. She was appointed Executive Vice President—Office of the Chairman upon her joining us in March 2009. Ms. Frazier previously served as Senior Vice President—Area Executive of BB&T Corporation from May 2007. Prior to joining BB&T, Ms. Frazier served in several capacities for Middleburg Financial Corporation, including as Chief Financial Officer from 1993 to 2004 and as Chief Operating Officer from January 2004 to April 2007.

F. Kevin Reynolds, 53, has been Regional President of Cardinal Bank since 1999 and was previously our Executive Vice President and Senior Lending Officer from 1998 to 1999. He is responsible for the commercial and retail business development for the Company. He was President and Chief Executive Officer of Cardinal Bank, N.A. from 1998 to 2002 prior to our multi-bank consolidation.

Mark A. Wendel, 54, has been Executive Vice President and Chief Financial Officer since June 2006. He was previously the Chief Financial Officer of First Community Bancshares, Inc. from October 2005 until March 2006. From 2002 until October 2005, he was the Corporate Controller of BankAtlantic Bancorp.

CORPORATE GOVERNANCE AND
THE BOARD OF DIRECTORS

General

The business and affairs of the Company are managed under the direction of the Board of Directors in accordance with the Virginia Stock Corporation Act and our Articles of Incorporation and Bylaws. Members of the Board are kept informed of our business through discussions with the Chairman and Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

Board Leadership Structure

We have combined the positions of Chairman and Chief Executive Officer. We believe this structure is appropriate for our organization for several reasons. First, having a combined Chairman and Chief Executive Officer allows for the necessary oversight by the Board of Directors of the Company's various risks. We operate in the banking industry, which is impacted heavily by credit risk, market risk, interest rate risk, investment risk, liquidity risk, fiduciary risk and reputational risk. Each of these types of risks are managed on a regular basis, and most times daily. The Chairman and Chief Executive Officer participates in various internal risk committees to provide guidance and leadership through certain risks that the Company faces. In addition, our Chairman and Chief Executive Officer has over 40 years experience in the banking industry, in particular the Washington, D.C. area. Since joining Cardinal in 2001, Mr. Clineburg successfully executed a turnaround, and his vision and leadership have been instrumental in the strong performance of the organization despite challenging economic conditions.

In addition, we have a Lead Director to provide independent oversight over the Board of Directors. Our Lead Director, Mr. Dewberry, is responsible for leading the meetings of the Independent Directors. In conjunction with the Nominating Committee, he is charged with managing the nominations process for the Board of Directors. In addition, our Lead Director is responsible for chairing the meetings of the Board of Directors at times when our Chairman and Chief Executive Officer is not available to do so, or when there may be a potential conflict of interest. He also serves as a non-exclusive conduit to the Chairman and Chief Executive Officer of the views and concerns of the Independent Directors.

Board Risk Oversight

Risk management is an integral part of the responsibilities held by the Board of Directors. The risks that are inherent to our business include but are not limited to credit risk, market risk, interest rate risk, investment risk, liquidity risk, fiduciary risk and reputational risk. The Board of Directors discusses risks related to our business strategy as part of their overall decision making process. In addition, the majority of our Board of Directors serve on one or more committees that oversee the management of the risks identified above. In addition to the daily oversight and management of risk by management and our Chairman and Chief Executive Officer discussed above, certain risks are encouraged by our committees with expertise in those areas.

The Audit Committee has oversight over our accounting and financial reporting processes and the audits of the Company's financial statements. This committee, through the assistance of our Internal Audit Group, identifies the significant risks or exposures of the organization and completes a risk assessment. In addition, the committee assesses the steps taken by our management team to minimize these risks to the organization.

The Compensation Committee assists the Board in the fulfillment of its risk oversight responsibilities with respect to executive compensation. The primary purpose of the Compensation Committee is to ensure that the compensation and benefits for senior management and the Board of Directors is fair and appropriate, is aligned with the interests of our shareholders and does not pose a risk to the financial health of the Company or its affiliates.

Our Loan Committee is charged with the responsibility of maintaining both a quality loan portfolio and a strong credit culture throughout the organization. The members of this committee are involved in the risk-decision process which is managed in a disciplined fashion to maintain an acceptable risk profile characterized by soundness, diversity, quality, prudence, balance and accountability.

Our Trust Committee assists the Board of Directors in fulfilling its responsibilities for risk oversight of the fiduciary responsibilities of Cardinal Bank's Trust Division. This committee administers the fiduciary powers of Cardinal Bank in accordance with all regulatory requirements, fiduciary principles and other applicable law.

Independence of the Directors

The Board of Directors has determined that 9 of its 10 members are independent as defined by the listing standards of the Nasdaq Stock Market ("Nasdaq"), including the following: Messrs. Beck, Buck, Dewberry, Garcia, Lambert, Nassetta, Peterson, and Wiltse and Ms. Starr. In reaching this conclusion, the Board of Directors considered that the Company and its subsidiaries conduct business with companies of which certain members of the Board of Directors or members of their immediate families are or were directors or officers. See "Certain Relationships and Related Transactions" below for additional information on certain transactions with members of our Board of Directors. There were no other transactions, relationships or arrangements between the Company and any of our independent directors.

Code of Ethics

Our Code of Ethical Conduct applies to all of our directors, officers and employees (collectively, "Employees"). It is a standard for responsible and professional behavior that should serve as a guide for all business dealings. Our Code requires:

•: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
•: full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, regulatory organizations and the public;
•: compliance with applicable governmental laws, rules and regulations;
•: prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code;
•: the exercise of due diligence to prevent and detect criminal conduct;
•: promotion of an organizational culture that encourages ethical conduct and a commitment to compliance with the law; and
•: accountability of adherence to the Code.

Ethical business conduct and compliance with all local, state and federal laws, rules and regulations are vital in maintaining the public's trust and confidence. In all our endeavors, two fundamental principles will apply:

•: Employees will always place the interests of the Company and our clients first, and

•: Employees have the duty and obligation to make full disclosure of any situation in which his or her private interests conflict with those of the Company or our clients.

Each Employee is required to be aware of the principles in the Code, to adhere to its guidelines, and to seek assistance from senior management, supervisory personnel, or the Human Resources Department when any questions arise about the Code, or when a situation develops that may present a problem under the Code. The Code provides a mechanism for Employees to report potential violations anonymously, and we do not permit retaliation of any kind against Employees for good faith reports of ethical violations. Our Board of Directors exercises reasonable oversight with respect to the implementation and effectiveness of this Code. Our Code of Ethics can be found on our website at www.cardinalbank.com.

Meeting Attendance

Board and Committee Meetings

The Board of Directors holds regular meetings each year, including an annual meeting. During 2012, the Board of Directors held 14 regular meetings and no special meetings. Each director attended at least 75% of the aggregate of the 2012 meetings of the Board of Directors and its committees on which he or she served.

Executive Sessions

Independent directors meet periodically outside of regularly scheduled Board meetings. Sidney O. Dewberry serves as our Lead Director and oversees the meetings. The Independent directors met three times during 2012.

Annual Meeting of Shareholders

We encourage the members of our Board of Directors to attend the Annual Meeting of Shareholders. At last year's Annual Meeting of Shareholders, all of the directors were in attendance.

The Committees of the Board of Directors

The Board of Directors has an Executive Committee, an Audit Committee, a Compensation Committee, a Loan Committee, a Nominating Committee and a Trust Committee. All Committees met at various times during 2012. Specific information regarding the Audit Committee, the Compensation Committee and the Nominating Committee is presented below.

Audit Committee

The Audit Committee consists of Mr. Lambert, as Chairman, Messrs. Beck, Peterson and Wiltse and Ms. Starr. The Board of Directors has determined that each of the members of the Audit Committee is independent in accordance with Nasdaq's listing standards and the requirements of the SEC. The Board of Directors has also determined that all of the members of the Audit Committee have sufficient knowledge in financial and auditing matters to serve on the Audit Committee and that Mr. Lambert qualifies as an "audit committee financial expert" as defined by regulations of the SEC.

The Audit Committee has adopted a charter, which provides guidance to the committee, the entire Board and the Company regarding its purposes, goals, responsibilities, functions and its evaluation. The Audit Committee Charter is attached as Exhibit A to this Proxy Statement. The Audit Committee is responsible for the selection and recommendation of the independent accounting firm for the annual audit. It reviews and accepts the reports of our independent auditors, internal auditor, and federal and state examiners. The Audit Committee met eight times during the year ended December 31, 2012.

Additional information with respect to the Audit Committee is discussed under "Audit Information" below.

Compensation Committee

The Compensation Committee consists of Mr. Buck, as Chairman, and Messrs. Dewberry, Garcia and Peterson, all of whom the Board in its business judgment has determined are independent as defined by Nasdaq's listing standards. The Compensation Committee reviews senior management's performance and compensation and reviews and sets guidelines for compensation of all employees. The Compensation Committee met six times during the year ended December 31, 2012.

The Compensation Committee has adopted a charter, which provides guidance to the Compensation Committee, the Board of Directors and the Company regarding the administration of the compensation programs and policies of the Company. The Compensation Committee is responsible for maintaining compensation policies that support our achievement of overall goals and objectives and that such policies are designed with full consideration of all of our accounting, tax, securities law, and regulatory requirements. A copy of the charter is included as Exhibit A to our 2011 Proxy Statement.

Additional information with respect to the Compensation Committee is discussed under "Executive Compensation" below.

Nominating Committee

The Nominating Committee consists of Mr. Dewberry, as Lead Director, and Messrs. Beck, Buck, Garcia, Lambert, Nassetta, Peterson and Wiltse and Ms. Starr. The Board of Directors in its business judgment has determined that all members involved in the nominations process are independent as defined by Nasdaq's listing standards. As the Nominating Committee selects the nominees for election as directors, our Board of Directors currently believes it is important that all of our independent directors participate in the nomination process in order to bring multiple perspectives within the evaluation process for incumbent directors as well as nominations of potential candidates to the Board of Directors. The Nominating Committee is responsible for selecting and recommending to the Board of Directors with respect to (i) nominees for election at the Annual Meeting of Shareholders and (ii) nominees to fill Board vacancies. The Nominating Committee does not have a charter that governs the nominations process. The Nominating Committee met three times during the year ended December 31, 2012.

In identifying potential nominees, the Nominating Committee takes into account such factors as it deems appropriate, including the current composition of the Board of Directors to ensure diversity among its members. Diversity includes the range of talents, experiences and skills that would best complement those that are already represented on the Board, the balance of management and independent directors and the need for specialized expertise. The Nominating Committee considers candidates for Board membership suggested by its members and by management and the Nominating Committee will also consider candidates suggested informally by a shareholder of the Company.

The Nominating Committee believes that the following guidelines are the standards by which potential nominees should be evaluated:

•: the ability of the prospective nominee to represent the interests of the shareholders of the Company;
•: the prospective nominee's standards of integrity, commitment and independence of thought and judgment;

•: the prospective nominee's ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties, including the prospective nominee's service on other public company boards; and
•: the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board of Directors.

Shareholders entitled to vote for the election of directors may recommend candidates for the Nominating Committee to consider formally in connection with an annual meeting. Information with respect to shareholder nominations is discussed under "Proposals for 2014 Annual Meeting" below.

Under the process used by us for selecting new candidates to the board of directors, the Nominating Committee identifies the need to add a new board member with specific qualifications or to fill a vacancy on the board. The Chairman and Chief Executive Officer may also provide input in the nominations process. The Lead Director will initiate a search, working with staff support and seeking input from the board of directors and senior management, hiring a search firm, if necessary, and considering any candidates recommended by shareholders. An initial slate of candidates that will satisfy criteria and otherwise qualify for membership on the board may be presented to the Nominating Committee. A determination is made as to whether members of the board have relationships with preferred candidates and can initiate contacts. At least one member of the Nominating Committee, along with the Chairman and Chief Executive Officer, interviews prospective candidates. The Nominating Committee meets to conduct further interviews of prospective candidates, if necessary or appropriate, and to consider and recommend final candidates for approval by the full board of directors.

Director Compensation

The following table shows the compensation earned by each of the directors for service as a director during 2012. Mr. Clineburg's compensation earned for his services as a member of the Board of Directors is included in the "Executive Compensation" section below.



Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Total ($)

B.G. Beck		46,250		23,125		—		69,375

William G. Buck		68,750		34,375		—		103,125

Sidney O. Dewberry		50,250		25,125		—		75,375

Michael A. Garcia		62,000		31,000		—		93,000

J. Hamilton Lambert		68,000		34,000		—		102,000

Alan G. Merten		5,250		2,625		—		7,875

William J. Nassetta(4)		3,250		—		—		3,250

William E. Peterson		47,750		23,875		—		71,625

James D. Russo		8,500		4,250		—		12,750

George P. Shafran		11,250		5,625		—		16,875

Alice M. Starr		42,500		21,250		—		63,750

Steven M. Wiltse		42,500		9,375		45,505		97,380

(1): The aggregate number of stock options outstanding at December 31, 2012 held by the Board of Directors is 155,600. The number of stock options outstanding for each director is as

follows: Beck, 24,100; Dewberry, 24,100; Garcia, 24,100; Lambert, 24,100; Peterson, 25,100; Starr, 24,100; and Wiltse 10,000. All options are granted with an exercise price equal to the Common Stock's fair market value as of the date of each grant and vest immediately on the date of the grant.

(2): Each director, as participants in our deferred income plan, received phantom stock matches. We match 50% of the contributions made by our directors in our deferred compensation plan which vests immediately.
(3): Mr. Wiltse received a grant of 10,000 stock options on April 20, 2012 when he became a member of the Board of Directors. The stock option was granted with an exercise price of $11.81 and vested immediately. The value disclosed for this grant is the grant date fair value calculated using the Black-Scholes option pricing model. Additional information regarding the grant date fair values for the stock options granted can be found in Note 2 to our notes to the consolidated financial statements in our 2012 Annual Report on Form 10-K.
(4): Mr. Nassetta was appointed as a director on October 23, 2012. He did not receive stock awards during 2012 as he was not a participant in our deferred income plan until January 2013.

Each director is entitled to receive cash compensation for his or her service on the Board of Directors. Each director is paid an annual retainer of $5,000, $2,000 for each Board meeting attended and $1,250 for each committee meeting attended. J. Hamilton Lambert, in his capacity as Audit Committee Chairman, receives an additional retainer of $16,000 annually.

Each non-employee director can participate in our deferred income plan for non-employee directors. Under this plan, a non-employee director may elect to defer all or a portion of any director-related fees including retainers and fees for serving on board committees. Director deferrals are matched 50% by us and are vested immediately.

Communications with the Board of Directors

Shareholders may communicate directly with the Board of Directors. All communications should be directed to our Corporate Secretary at the address below and should prominently indicate on the outside of the envelope that it is intended for the Board of Directors or for non-management directors. If no party is specified, the communication will be forwarded to the entire Board of Directors. Each communication intended for the Board of Directors and received by the Corporate Secretary will be forwarded to the specified party. The communication will not be screened and will be forwarded unopened to the intended recipient. Shareholder communications to the Board of Directors should be sent to:

Jennifer L. Deacon
Corporate Secretary
Cardinal Financial Corporation
8270 Greensboro Drive, Suite 500
McLean, Virginia 22102

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

General

The primary objective of our executive compensation program is to attract and retain highly skilled and motivated executive officers that significantly contribute to the company's success. The executive officers are expected to manage the Company to promote its growth and profitability, minimize risk as well as advancing the interests of our shareholders. As such, the compensation program is designed to provide levels of compensation that reflect the executive's role in the organization and reward both the individual's and the organization's performance. We assess our executive officers' performance both objectively and subjectively using both financial measures (such as return on average assets, return on average equity, efficiency ratio, credit quality, net income to budget and total return to shareholders) and non-financial goals and objectives (including strategic objectives, risk management and service to the community). The Compensation Committee (the "Committee") believes that evaluating performance in this manner aligns the interests of our executive officers with the achievement of long-term sustainable financial performance and resulting increases in shareholder value. We believe that our compensation program contributes to achieving these results.

Management Say on Pay Vote Results for 2012

At our 2012 Annual Meeting of Shareholders, approximately 93% of the shareholders who voted on the "say on pay" proposal approved the compensation we pay to our named executive officers. The Compensation Committee believes that the shareholder vote confirms the philosophy and objective of linking our executive compensation to our operating objectives and the enhancement of shareholder value. We view this level of shareholder support as an affirmation of our current pay practices, and as a result, no significant changes were made to our pay practices. The Compensation Committee will continue to consider the outcome of the Company's say on pay votes when making future compensation decisions for the named executive officers.

The Committee evaluates the appropriateness and competitiveness of the Company's total compensation program in light of shareholder feedback generally and to ensure the Company's executive compensation program represents the best interests of shareholders. The Committee is committed to performing a thorough assessment and making changes as deemed necessary to attract and retain the highest quality talent, to reward for achieving the Company's objectives, and to align with the best interests of the Company and its shareholders.

Compensation Program

The principal elements of our executive compensation program are annual base salary, short-term incentive compensation through annual cash bonuses, long-term incentives through the grants of equity-based awards and participation in our deferred income plans. In addition, we provide our executives with benefits that are generally available to all of our salaried employees.

We view the principal elements of our executive compensation as related but distinct, and target to deliver competitive annual total compensation opportunities to the Company's executive officers commensurate with individual and Company performance. Our Compensation Committee has not adopted any formal policies or guidelines for allocating total compensation between long-term and short-term compensation, between cash and non-cash compensation, or among different forms of compensation. We determine the appropriate level for each compensation element based, in part, but not exclusively, on our view of internal equity and consistency, performance, the competitive landscape and other information we deem relevant. We believe that equity-based awards are the primary

motivator in attracting and retaining executives over the long-term, and that salary and cash bonuses are important considerations in the short-term.

Annually, our Compensation Committee performs a strategic review of our executive officers' total compensation and Company stock holdings. Through this review, the Committee determines whether they adequately compensate our executive officers for both individual and organizational results, relative to external compensation benchmarks. The Committee considers the Company's internal objectives (financial and non-financial), the individual executive's contribution to Company objectives, external peer compensation levels and peer performance in making annual compensation decisions for the Company's executive officers. The Committee also receives annual evaluations prepared by the Chief Executive Officer regarding the performance of each executive officer (other than the Chief Executive Officer).

Compensation Consultant

The Compensation Committee has sole authority over the selection, use, and retention of any compensation consultant or any other experts engaged to assist the Committee in discharging its responsibilities. The Committee engaged McLagan as its compensation consultant. McLagan assisted the Committee in its peer group development process and executive compensation benchmarking. McLagan performed services solely on behalf of the Compensation Committee and has no other relationship with the Company or its management. As required by SEC rules, the Compensation Committee has assessed the independence of McLagan and concluded that McLagan's work did not raise any conflicts of interest. It is expected that the Committee will continue to engage McLagan during 2013 as it reviews our incentive plan design, pay philosophy, pay-for-performance objectives and regulatory guidance.

Peer Review

As part of its annual review, the Committee assessed executive officer total compensation compared to its peer group and examined Cardinal's performance against that of its peers. During 2011, the Committee moved from using two peer groups to analyze Cardinal's performance to one. We believe this peer group more accurately reflects our business mix, scale, scope of operations and the markets in which we compete. The Committee, along with the guidance of its consultant, used a variety of criteria such as firm size, loan and business mix, credit quality and performance to screen for the best comparators for our benchmarking purposes. There were no changes to our peer group during 2012.

Our objective in peer group selection is to position the Company near the median of the peer group size, while also considering the comparability of business and the quality of each comparator. We first used factors such as total assets, revenue, number of employees and market capitalization as initial selection criteria to narrow our range of possible banking industry peer firms. Second, we considered loan distribution and revenue mix to identify banks with comparable business mix. We then narrowed the peer group further by excluding financial institutions who are currently participating in the TARP program and those firms who reported nonperforming loans to total assets of greater than 2%. Lastly,

we considered three-year average positive income and three-year positive returns to shareholders. The result is our identified peer group:


1^st Source Corporation	Eagle Bancorp, Inc.	National Bankshares, Inc.
Arrow Financial Corporation	Financial Institutions, Inc.	NBT Bancorp Inc.
Bank of Marin Bancorp	First Financial Corporation	S.Y. Bancorp, Inc.
Bank of the Ozarks, Inc.	German American Bancorp, Inc.	SCBT Financial Corporation
Bridge Bancorp, Inc.	Home BancShares, Inc.	Simmons First National Corporation
Camden National Corporation	Independent Bank Corp.	Southside Bancshares, Inc.
Century Bancorp, Inc.	Lakeland Financial Corporation	Tompkins Financial Corporation
City Holding Company	Merchants Bancshares, Inc.	TowneBank
Community Trust Bancorp, Inc.

In addition to determining the adequacy of the total compensation offered to our executive officers, we utilized this peer group to determine the reasonableness of our internal performance targets. As discussed below under "Components—Short-Term Incentive Compensation," the Committee identified average net income, average return on assets, average return on equity and the efficiency ratio as the internal performance metrics used to determine annual bonuses for 2012 for the Chief Executive Officer and other executive officers. Below is a table that reports the median of these targets for the peer group compared to our internal performance targets and actual results for 2012.

Peer Group Analysis
December 31, 2012

	Net Income		Return on Assets		Return on Equity		Efficiency Ratio

	(in thousands)		(%)		(%)		(%)
*Peer Group Median**	$	31,416		1.11		11.68		59.43
Cardinal Financial Corporation Actual Results	$	45,297		1.70		16.02		51.37
Cardinal Financial Corporation 2012 Target Goals	$	30,064		1.21		11.05		53.50
Cardinal Financial Corporation 2012 Stretch Goals	$	32,005		1.28		11.85		51.90

*: Source: SNL Financial

Our compensation decisions resulting from the Committee's evaluation of internal targets and the performance of our peer group are discussed below under "Components—Short-Term Incentive Compensation."

Components

Base Salary

We generally set annual base salaries for the executive officers based on the executive's experience, individual performance for the prior year and our prior year financial results. We also consider comparative salary data for the peer group identified above and believe that base salaries are set at a level that enables us to hire and retain individuals in the banking/finance industry that can drive achievement of the Company's overall strategic business goals. Generally, we consider setting executive base salary at or somewhat above the 50^th percentile within our identified peer group, based on individual skill and experience in their executive role.

The Committee annually evaluates the performance of the Chief Executive Officer based on our financial performance, achievements in implementing our long-term strategy, and the personal observations of the Chief Executive Officer's performance by the members of the Committee and

Board of Directors. No particular weight was given to any particular aspects of the performance of the Chief Executive Officer, but his performance for 2012 was evaluated as outstanding, with significant progress being made on our corporate long-term strategy. In addition, the Committee acknowledged that in 2012 the Company exceeded all financial measure goals identified under "Components—Short-Term Incentive Compensation" and maintained high credit quality standards, even during a volatile market environment. The Committee also considered Mr. Clineburg's current salary compared to the Chief Executive Officers' salaries reported for 2011 for the other banks within our peer group. As a result of this analysis, the Compensation Committee determined that Mr. Clineburg's annual salary would remain at $500,000 for 2012, which places his base salary slightly above the 50^th percentile within our peer group.

For other executive officers, the Committee reviewed with the Chief Executive Officer the performance evaluations for those executive officers, along with competitive salary data for Cardinal's peers. As a result of these evaluations and based on current competitive positioning, the Committee increased the salaries of Mr. Wendel by 3% and Mr. Reynolds by 2.25%, to $200,192 and $227,500, respectively, in 2012. Upon the recommendation of the Chief Executive Officer, the Compensation Committee made no change to the salaries of Mr. Bergstrom and Ms. Frazier in 2012 due to their current competitive positioning.

See "Annual Compensation of Executive Officers" for additional information on the Chief Executive Officer's and certain other named executive officer's employment agreements.

Short-Term Incentive Compensation

We annually review the Company's performance relative to internal goals and each executive officer's individual performance and responsibility to assess the payment of short-term incentive compensation. We currently have an executive bonus plan that awards cash compensation based on the achievement of performance against pre-determined goals. Performance goals, and applicable metrics, are set at the beginning of each year at target and stretch levels, and weighted according to their relative importance for that year. An annual bonus target as a percent of salary is set each year for each executive officer based on the executive's job level and competitive peer data. Bonus compensation relative to that target was awarded for 2012 based upon the Company's actual financial results to budget, as well as the Committee's discretionary assessment of non-financial performance metrics relative to strategic objectives, effectiveness in managing risk, community service and compared to our peer group. The Committee believes that total compensation for executive officers (base salary, short-term and long-term compensation) should vary based on the company's performance and return to shareholders, and should be generally consistent relative to performance against the company's peer group. These considerations are taken into account in determining short-term incentive compensation for each executive officer.

The financial measures used to evaluate corporate performance and their related weightings for 2012 were Net Income (35%), Return on Assets (15%), Return on Equity (35%) and Efficiency Ratio (15%). While there were formal measurements and targets, the executive bonuses are awarded at the Committee's discretion and are given based upon the Committee's determination of each executive officer's contribution to our growth and profitability as well as non-financial performance metrics.

Actual vs. Target Performance Goal Attainment
For the Year Ended December 31, 2012

Goals/Corporate Measures	Target Goals			Actual Results

Net Income	$	30,064,000		$	45,297,079		150.7	%
Return on Average Assets		1.21	%		1.70	%	140.5	%
Return on Average Equity		11.05	%		16.02	%	145.0	%
Efficiency Ratio		53.50	%		51.37	%	104.2	%

Goals/Corporate Measures	Stretch Goals			Actual Results

Net Income	$	32,005,000		$	45,297,079		141.5	%
Return on Average Assets		1.28	%		1.70	%	132.8	%
Return on Average Equity		11.85	%		16.02	%	135.2	%
Efficiency Ratio		51.90	%		51.37	%	101.0	%

In making annual bonus decisions for 2012, the Committee also took into consideration performance in the context of a balanced set of profitability, credit quality, and shareholder return measures, relative to internal expectations, prior year's results and against peers. The Committee gave particular attention to record net income levels and strong returns delivered to the Company's shareholders, while maintaining industry leading credit quality. Our consolidated net income for 2012 increased 61.8% from $28.0 million to $45.3 million. For the year ended December 31, 2012, annual total return to shareholders was 54.0% (compared to a median of 9.2% for peers) and three-year total return to shareholders was 92.9% (compared to a median of 42.7% for peers).

Additionally, 2012 net asset growth was 16.8% compared to a median of 6.3% for our peer group. Our 2012 net new loan growth was 10.5% compared to a median of 8.9% for our peer group. Our deposit growth was 26.4% for 2012 compared to a median of 8.4% for our peer group.

Based on assessment of performance, the Committee approves annually at the end of each year an overall pool of discretionary annual cash bonuses to be awarded to all officers. Certain members of the executive management team, along with the Chief Executive Officer, then allocate discretionary bonuses to officers, not including executive officers of the Company. The Chief Executive Officer then prepares and recommends to the Committee the annual cash bonuses for executive officers (other than the Chief Executive Officer) based upon actual results compared to the target results and peer group.

The Committee reviewed the Company's performance and recommendations made by the Chief Executive Officer and approved an overall Officer Bonus Pool for cash bonuses for 2012 in the amount of $3,607,000. Based on its assessment of performance, the Committee approved the following cash bonuses to be distributed from the Officer Bonus Pool to named executive officers (other than the Chief Executive Officer): $485,000 for Mr. Bergstrom; $485,000 for Ms. Frazier; $260,000 for Mr. Reynolds; and $80,000 for Mr. Wendel.

With regard to the Chief Executive Officer, the Committee reviewed his performance and responsibility to assess the payment of short-term incentive/bonus compensation for 2012. As described above, the Committee considered the CEO's target bonus as a percent of salary, the Company's performance relative to pre-established internal goals, performance relative to our peer group on a variety of measures reflective of growth, credit quality, risk, profitability, and total return to shareholders. The Committee further considered the CEO's efforts to successfully lead the Company through the recent economic downturn and financial industry crisis. Based upon its consideration of these factors, the Committee approved a cash bonus of $950,000 for the Chief Executive Officer for his performance during fiscal year 2012.

Long-Term Incentive Compensation

Each year, the Committee also considers the desirability of granting long-term incentive awards under our 2002 Equity Compensation Plan (the "Equity Plan"). The Equity Plan authorizes the granting of options, which may be incentive stock options or non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards or performance share awards to our directors, eligible officers and our key employees. We believe that grants of stock options focus our executive management on building long-term profitability and shareholder value by closely aligning the interests of management with those of our shareholders. As a result, it is our view that stock option grants afford a desirable long-term compensation method. To date, the Committee has determined not to grant equity-based awards other than stock options as long-term compensation, although they may choose to do so in the future.

In determining grants of stock options to the Named Executive Officers, the Committee considers Company and individual performance, total compensation and performance relative to peers, and role and scope of executive responsibility.

For grants of stock options to the executive management group, other than the Chief Executive Officer, the Committee reviewed with the Chief Executive Officer recommended individual awards, taking into account the respective scope of accountability and contributions of each member of the senior management group, and Company performance results for the preceding year. The Committee also reviewed the adequacy of the executive officers' 2012 total compensation, including the elements discussed above, relative to our peer group and in the context of performance compared to the same group. The Committee considers the recommendations provided for stock option grants, which are then approved by the Committee and ratified by our Board of Directors. Although awarded in calendar year 2013, the following stock option grants were made to executive officers on February 13, 2013 as part of their total compensation package for 2012 performance: Mr. Bergstrom and Ms. Frazier each received a grant of options to purchase 27,000 shares of our Common Stock, of which 25% vested immediately and 25% vests annually on the anniversary of the grant date over the next three years. Mr. Wendel received a grant of options to purchase 9,000 shares of our Common Stock, of which 25% vested immediately and 25% vests annually on the anniversary of the grant date over the next three years. Mr. Reynolds received a grant of options to purchase 18,000 shares of our Common Stock, of which 25% vested immediately and 25% vests annually on the anniversary of the grant date over the next three years. The Committee believes that equity based compensation awarded to executives appropriately incentivizes executives for increased shareholder value.

In addition the above grants, the Committee also awarded stock options to purchase 100,000 shares of Common Stock to Mr. Clineburg. The stock options vest 25% immediately and 25% vests annually on the anniversary of the grant date over the next three years. This grant of stock options by the Committee was based, among other things, on the Company's outstanding 2012 performance, the review of his total compensation relative to peers, as well as the Committee's perception of his past and expected future leadership and contributions to achievement of our long-term goals. For 2012, the Committee also considered the level of stock options historically granted to the Chief Executive Officer.

Based on consideration of the above factors, the Committee made no grants of equity in calendar year 2012 for performance in 2011.

Stock Option Grant Procedures

Stock options are granted with an exercise price equal to the Common Stock's fair market value at the date of grant. Based on past practices, our outstanding stock options have different vesting periods. Director stock options have ten year terms and vest and become fully exercisable at the grant date. Certain employee stock options have ten year terms and vest and become fully exercisable in 20%

annual increments beginning as of the grant date. In addition, we have granted stock options to our employees that have ten year terms and vest and become fully exercisable in 20% annual increments beginning after their first year of service.

Supplemental Executive Retirement Plans

We adopted a supplemental executive retirement plan for Mr. Clineburg effective October 2005 as provided for in his employment agreement. The plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation to Mr. Clineburg. Upon retirement, Mr. Clineburg will be entitled to an annual retirement benefit equal to $20,000 per month payable for 180 months. The benefits in the plan were fully vested on November 1, 2010 with his new employment agreement, described below in "Annual Compensation of Executive Officers." Our expense related to the plan was $539,000 in 2012.

Executive Deferred Income Plan

Participants in the Executive Deferral Plan may elect from various investment funds, including a Company common stock fund that tracks the value of our Common Stock, for the amounts of compensation that they defer. Any of our employees who are an executive vice president or above may be eligible to participate in the Executive Deferral Plan. We provide a deemed match for each participant's contribution that does not exceed the greater of 50% of the participant's deferral or $50,000 per participant per year. This match is deemed invested in our Common Stock and vests 25% immediately and the remaining match of 75% vests over the next three years on the anniversary dates of the matching contribution.

Other Benefits

Our executives are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life and disability insurance and our 401(k) plan, in each case on the same basis as our other employees.

Mr. Clineburg and Mr. Bergstrom receive other annual compensation for the use and maintenance of company owned automobiles and country club dues. Ms. Frazier receives other annual compensation for the use and maintenance of a company owned vehicle. Mr. Reynolds receives other annual compensation for country club dues. We provide a company owned automobile to Mr. Clineburg, Mr. Bergstrom and Ms. Frazier due to the amount of travel required as representatives of the Company. Country club memberships facilitate these executives' roles as a Company representative in the communities we serve.

Section 162(m) Considerations

Internal Revenue Code section 162(m) allows us to deduct compensation in excess of $1 million paid to our executive officers if certain criteria are satisfied. The Committee believes that grants of options under the Equity Plan should qualify for the performance based compensation exception to the deductibility limit. Bonus awards do not meet such criteria because the Committee exercises discretion in determining awards based on such factors the Committee deems relevant as described above under

"Components—Short-Term Incentive Compensation". The Committee does not, however, anticipate awarding short-term incentive compensation that would result in the loss of a material tax deduction.

Risk Analysis Procedures

We have reviewed our compensation policies for all of our employees to determine if they compensate or encourage our employees to take any unnecessary risk that may have a material adverse effect on our financial condition. We determined that the compensation policies we have in place are not reasonably likely to have a material adverse effect on us and do not encourage our employees to take excessive risks due to the internal controls and procedures we have in place throughout our organization.

Compensation Committee Report on Executive Compensation

The Compensation Committee has reviewed the Compensation Discussion and Analysis included in this Proxy Statement and discussed it with our management. Based on this review and discussion, the Compensation Committee recommended that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2012 and this Proxy Statement.

Compensation Committee

William G. Buck, Chairman
Sidney O. Dewberry, Vice Chairman
Michael A. Garcia
William E. Peterson

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries. In addition, there are no compensation committee interlocks with other entities with respect to any such member.

The Company and its subsidiaries conduct business with companies of which certain members of the Compensation Committee, including Messrs. Buck and Peterson, are affiliated. See "Certain Relationships and Related Transactions".

Annual Compensation of Executive Officers

In the tables and discussion below, we summarize the compensation earned during 2012, 2011 and 2010 by (1) our chief executive officer, (2) our chief financial officer and (3) each of our three other most highly compensated executive officers who earned more than $100,000 in total compensation for services rendered in all capacities. These individuals are collectively referred to as the "named executive officers."

Summary Compensation Table



Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(2)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)		Total ($)

Bernard H. Clineburg,		2012		500,000		950,000		50,000		—			558,131			270,076		2,328,207
Chairman and Chief		2011		500,000		500,000		50,000		35,925	(3)		107,596			75,699		1,269,220
Executive Officer		2010		476,731		375,000		50,000		25,968	(3)		1,127,197	(6)		64,368		2,119,264

Mark A. Wendel,		2012		198,734		80,000		31,155		—			—			7,500		317,389
Executive Vice President,		2011		192,946		50,000		18,846		—			—			5,751		267,543
Chief Financial Officer		2010		187,775		35,000		5,619		—			—			5.914		234,308

Christopher W. Bergstrom,		2012		275,000		485,000		84,800		—			—			15,335		860,135
Executive Vice President,		2011		270,833		232,000		45,375		105,303	(4)		—			13,539		667,050
Chief Risk Officer		2010		225,000		140,000		31,500		—			—			14,104		410,604

Alice P. Frazier,		2012		275,000		485,000		73,500		—			—			8,856		842,356
Executive Vice President,		2011		270,833		232,000		16,500		105,303	(4)		—			7,351		631,987
Chief Operating Officer		2010		225,000		140,000		2,500		—			—			7,400		374,900

F. Kevin Reynolds,		2012		226,250		260,000		72,500		—			—			13,590		572,340
President, Cardinal Bank		2011		220,625		150,000		16,031		—			—			13,782		400,438
		2010		215,000		100,000		8,625		—			—			12,939		336,564

(1): Each officer, as participants in our deferred income plan, received phantom stock matches. We match 50% of the contributions made by our named executive officers in our deferred income plan. Such match is not to exceed $50,000 in any particular plan year and vests 25% immediately and the remainder in equal annual installments thereafter over three years from the date of the participants' contribution.
(2): Each named executive officer received stock option awards during 2013 as compensation for their performance during 2012. Because the value of an award is reported in the Summary Compensation Table for the fiscal year in which the grant date occurs, these awards are not reflected herein.
(3): Mr. Clineburg received stock option awards for his service as a member of the board of directors during 2011 and 2010. The values disclosed for these grants are the grant date fair value calculated using the Black-Scholes option pricing model. Additional information regarding the grant date fair values for the stock options granted can be found in Note 2 to our notes to the consolidated financial statements in our 2012 Annual Report on Form 10-K.
(4): Mr. Bergstrom and Ms. Frazier received stock option awards during 2011 as compensation for their performance during 2010. The values disclosed for these grants are the grant date fair value calculated using the Black-Scholes option pricing model. Additional information regarding the grant date fair values for the stock options granted can be found in Note 2 to our notes to the consolidated financial statements in our 2012 Annual Report on Form 10-K.
(5): Mr. Clineburg participates in our supplemental executive retirement plan. The amounts in this column represent the changes in the present value of Mr. Clineburg's accumulated benefit under this plan during 2012, 2011 and 2010.
(6): During 2010, we entered into an Employment Agreement with Mr. Clineburg that superseded and replaced his previous 2002 Employment Agreement with us. As a result of the 2010 Employment Agreement, Mr. Clineburg became 100% vested in all present and future benefits under his supplemental executive retirement plan.

All Other Compensation Table



Name and Principal Position	Year		Cash Compensation ($)		Accrued Vacation Cash Compensation ($)			401(k) Plan Matching Contributions ($)(2)		Country Club Dues ($)		Personal Use of Company- Owned Automobile ($)		Director Fees ($)(3)		Total ($)

Bernard H. Clineburg,		2012		—		184,436	(1)		7,500		8,920		4,470		64,750		270,076
Chairman and Chief		2011		181		—			7,350		9,070		2,348		56,750		75,699
Executive Officer		2010		30		—			7,350		9,382		2,156		45,450		64,368

Mark A. Wendel,		2012		—		—			7,500		—		—		—		7,500
Executive Vice President,		2011		7		—			5,744		—		—		—		5,751
Chief Financial Officer		2010		7		—			5,907		—		—		—		5,914

Christopher W. Bergstrom,		2012		—		—			7,500		6,309		1,526		—		15,335
Executive Vice President,		2011		14		—			7,350		6,175		—		—		13,539
Chief Risk Officer		2010		18		—			7,611		6,475		—		—		14,104

Alice P. Frazier,		2012		—		—			7,500		—		1,356		—		8,856
Executive Vice President,		2011		1		—			7,350		—		—		—		7,351
Chief Operating Officer		2010		—		—			7,400		—		—		—		7,400

F. Kevin Reynolds,		2012		—		—			6,311		7,729		—		—		14,040
President,		2011		655		—			7,350		5,777		—		—		13,782
Cardinal Bank		2010		274		—			7,891		4,774		—		—		12,939

(1): During 2012, Mr. Clineburg's employment agreement was amended to allow for no more than 40 hours of unused vacation leave to carryover to the following year. Any unused vacation leave in excess of 40 hours will be forfeited by Mr. Clineburg at the end of each year. Previously, his employment agreement allowed for an unlimited accumulation of unused vacation leave. As a result of the amendment, Mr. Clineburg received a one-time payment of previously accumulated unpaid vacation leave totaling $184,436.
(2): Amounts presented represent total contributions to our 401(k) plan on behalf of each of the named executive officers to match pre-tax elective deferral contributions (which are included under the "Salary" column) made by each executive officer to such plans.
(3): Mr. Clineburg earns director fees for his services as a member of the Board of Directors.

The compensation for the named executive officers is representative of comparable levels within our industry. Annual cash bonuses and stock option awards are approved by the Compensation Committee and based, among other criteria, on Cardinal's overall financial performance. The Company does not specifically target to deliver a set percentage of total compensation in each individual element of pay (salary, annual incentive/bonus, long-term incentive/equity) for each of the named executive officers. The Company's compensation programs are described in detail in the Compensation Discussion and Analysis presented earlier in this proxy.

During November 2010, we entered into an employment agreement that superseded and replaced Mr. Clineburg's previous employment agreement with us. The initial term of the agreement will continue until July 21, 2014. Thereafter, the term of the agreement will be automatically extended for a rolling one year term on a day to day basis so that on any day the remaining term shall be one year. The agreement provides for his services as the Chief Executive Officer of the Company and as the Chairman of our Board of Directors. He receives a base salary of $500,000 and is eligible to receive bonuses at the discretion of our Board of Directors, in cash or stock, or both, and director's fees and any retainers for service on the Company's Board. Mr. Clineburg is entitled to participate in our employee benefit plans and programs for which he is or will be eligible. As of the effective date of the agreement, Mr. Clineburg became 100% vested in all present and future benefits under his supplemental executive retirement plan and deferred income plan. The agreement also provides that we will provide Mr. Clineburg with an automobile and will indemnify Mr. Clineburg for losses and expenses resulting from any payments or benefits from us that are found to constitute "parachute payments" under Section 280G of the Internal Revenue Code.

The agreement also provides for a transitional period if Mr. Clineburg voluntarily resigns as Chief Executive Officer during the term of the agreement. The initial term of the transitional period shall be

one year from the date of resignation. Thereafter, the term of the transitional period will be automatically extended for a rolling one year term on a day to day basis so that on any day the remaining term shall be one year. Either Mr. Clineburg or the Company may terminate the transitional period with twelve months notice. During the transitional period Mr. Clineburg will provide services, including management transition services, and will receive compensation equal to at least 50% of his then current annual base salary during the first year of the transitional period, at least 45% in the second year, and 35% thereafter. He will be eligible for incentive compensation at the Board's discretion, entitled to participate in our employee benefit plans and programs for which he is or will be eligible, and will receive directors' fees, any retainers for service on our Board and equity compensation grants equivalent to the grants made to non-employee members of our Board.

The agreement provides that Mr. Clineburg will receive a lump-sum severance payment if his employment is terminated without "cause" by us, for "good reason" by Mr. Clineburg, or following a "change in control" of the Company (as those terms are defined in the Agreement). If the termination is without cause or for good reason, the payment will be equal to one year salary plus the highest bonus paid during the previous five years. If such termination occurs during a transitional period then the payment will be equal to the salary Mr. Clineburg would have received for the remainder of that twelve month transitional period. If Mr. Clineburg is terminated without cause or resigns within one year following a change in control, the payment will be equal to 2.99 times Mr. Clineburg's average aggregate annual compensation during the most recent five calendar years. On any termination, other than a termination for cause by us, Mr. Clineburg's unvested equity compensation will immediately vest.

The agreement contains restrictive covenants relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation. The covenants not to compete or solicit continue generally for a period of 12 months following the last day of Mr. Clineburg's employment.

During 2012, the Compensation Committee amended Mr. Clineburg's agreement to limit the amount of accrued unpaid vacation leave. Mr. Clineburg is entitled to receive five weeks of vacation leave each calendar year. He may accumulate and carry over up to 40 hours of unused vacation from year to year. Any unused vacation leave in excess of 40 hours will be forfeited by Mr. Clineburg at the end of each year.

Mr. Bergstrom has an employment agreement with us, which is terminable at will by either party. The employment agreement was effective as of February 12, 2002. The employment agreement provides for a base salary, eligibility for annual performance bonus and stock option grants, and participation in our benefits plans, all of which may be adjusted by us in our discretion. In addition, his employment agreement is subject to certain restrictive covenants in the event Mr. Bergstrom voluntarily terminates his employment or is terminated for cause. Specifically, he is prohibited from rendering competing banking services in the local area and from soliciting our clients, prospective clients or employees for 12 months following the date of his termination. Mr. Bergstrom's employment agreement provides for severance payments equal to 12 months of his current base salary in the event of termination without cause and 24 months of his current base salary and continued group health and dental insurance benefits for 24 months in the event of termination without cause by us or termination by him for good reason within 12 months of a change in control. Good reason may include (1) a material diminution in Mr. Bergstrom's base compensation, authority, duties, or responsibility; (2) a change to who Mr. Bergstrom reports to directly after a change in control, if that corporate officer does not report directly to the Board of Directors of the Company or its successor; (3) a material change in geographic location; or (4) any other change to Mr. Bergstrom's employment by the Company or its successor that would constitute a material breach of the employment agreement.

In March 2010, Ms. Frazier executed an employment agreement with us. The initial term of her agreement is three years and automatically renews for rolling one year periods not to exceed five years

from the commencement date. Her agreement provides for a base salary, eligibility for annual performance bonus and stock option grants, and participation in our benefits plans, all of which may be adjusted by us in our discretion. In addition, the employment agreement is subject to certain restrictive covenants in the event she voluntarily terminates her employment or is terminated for cause. Specifically, Ms. Frazier is prohibited from rendering competing banking services in the local area and from soliciting our clients, prospective clients or employees for 12 months following the date of her termination. Her employment agreement provides for severance payments equal to 12 months of her current base salary in the event of termination without cause. In the event her employment is terminated following a change in control, her employment agreement provides for severance payments equal to 12 months of two times her current base salary (plus her current base salary for the remainder of the 12 month period following the change of control if she is terminated during that time).

F. Kevin Reynolds has an employment agreement with us which is terminable at will by either party. The employment agreement was effective as of February 12, 2002. The employment agreement provides for a base salary, eligibility for annual performance bonus and stock option grants, and participation in our benefits plans, all of which may be adjusted by us in our discretion. In addition, his employment agreement is subject to certain restrictive covenants in the event Mr. Reynolds voluntarily terminates his employment or is terminated for cause. Specifically, he is prohibited from rendering competing banking services in the local area and from soliciting our clients, prospective clients or employees for 12 months following the date of his termination. Mr. Reynolds' employment agreement provides for severance payments equal to 12 months of his current base salary in the event of termination without cause and 18 months of his current base salary in the event of his termination without cause by us or voluntary termination by him following a change in control.

Mr. Wendel does not currently have an employment agreement with us. As an officer of the Company, he receives a base salary and is eligible to participate in our annual cash bonus plan and stock option plan as determined and approved by our Compensation Committee and Board of Directors. He is eligible to participate in our deferred income plan and all other benefit plans that are generally available to our salaried employees.

See "Potential Payments Upon Termination of Employment or Change-in-Control" below for additional information regarding severance payments to our named executive officers.

Grants of Plan-Based Awards

We did not grant plan-based awards to the named executive officers in 2012. Certain executive officers received plan-based awards of stock pursuant to our deferred income plan. Grants of stock options disclosed in theCompensation Discussion and Analysis above were granted during 2013 based on each executive officer's 2012 performance.

Grants of Plan-Based Awards
Fiscal Year 2012



Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (1)(#)		All Other Option Awards: Number of Securities Underlying Options (2)(#)		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)

Bernard H. Clineburg	(1)		4,028		—		—		50,000

Mark A. Wendel	(1)		2,407		—		—		31,155

Christopher W. Bergstrom	(1)		6,139		—		—		84,800

Alice P. Frazier	(1)		5,176		—		—		73,500

F. Kevin Reynolds	(1)		5,290		—		—		72,500

(1): Certain officers, as participants in our deferred income plan, received matches of phantom stock units in 2012. The match is 50% of the contributions made to the plan during the year. Contributions to the plan, and subsequently the match, are made to each participant's account each pay period, which is twice monthly, or a total of 24 pay periods during 2012.

Holdings of Stock Options

In the table below, we list information on the holdings of unexercised stock options as of December 31, 2012 for each of the named executive officers. We have not awarded shares of Common Stock to our named executive officers except as provided for by our executive deferred income plan.

Outstanding Equity Awards at Fiscal Year-End 2012



	Option Awards									Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(4)		Market Value of Shares of Units of Stock That Have Not Vested ($)(5)

Mark A. Wendel		25,000		—			11.16		07/19/2016		3,160		51,508

Christopher W. Bergstrom		4,400		—			10.73		02/04/2015		8,126		132,454
		—		16,000	(1)		11.74		01/26/2021

Alice P. Frazier		15,000		10,000	(2)		6.14		03/25/2019		4,689		76,431
		4,000		16,000	(3)		11.74		01/26/2021

F. Kevin Reynolds		10,000		—			8.28		01/14/2014		5,166		84,206
		15,000		—			10.73		02/04/2015
		10,000		—			8.89		05/18/2015
		24,069		—			11.15		12/14/2015

(1): The option, which was granted on January 26, 2011, vests annually with respect to 4,000 additional shares or 20% per year after the first year of service on the anniversary of the grant date, provided he remains employed with us.

(2): The option, which was granted on March 25, 2009, vests annually with respect to 5,000 additional shares or 20% per year after the first year of service on the anniversary of the grant date, provided she remains employed with us.
(3): The option, which was granted on January 26, 2011, vests annually with respect to 4,000 additional shares or 20% per year after the first year of service on the anniversary of the grant date, provided she remains employed with us.
(4): Each officer, as participants in our deferred income plan, received phantom stock matches. We match 50% of the contributions made by our named executive officers in our deferred income plan. Such match is not to exceed $50,000 in any particular plan year and vests 25% immediately and the remainder in equal annual installments thereafter over three years from the date of the participants' contribution.
(5): The market value of the phantom stock units is based on the $16.30 closing price of a share of our common stock, as reported on December 31, 2012.

Option Exercises in Fiscal Year 2012

The following table presents information for those named executives that exercised options during 2012. We also present information for those named executive officers that participate in our deferred income plan that had stock awards that vested during 2012.

Option Exercises and Stock Vested
Fiscal Year 2012

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Bernard H. Clineburg		729,037		4,748,430		4,680		50,000
Mark A. Wendel		—		—		1,101		19,073
Christopher W. Bergstrom		69,115		438,523		3,242		50,402
Alice P. Frazier		—		—		1,052		23,362
F. Kevin Reynolds		10,000		106,947		2,117		27,592

Pension Benefits

The following table sets forth information as of December 31, 2012 with respect to Mr. Clineburg's participation in our supplemental executive retirement plan. No other named executive officers participate in our supplemental executive retirement plan.

Pension Benefits—Fiscal Year 2012



Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)(1)(2)		Payments During the Last Fiscal Year ($)

Bernard H. Clineburg	Cardinal Financial Corporation Supplemental Executive Retirement Plan		8		2,817,648(3)	None

(1): The amount of the present value of the accumulated benefit of the supplemental executive retirement plan benefits assumes benefit payments begin at the normal retirement age.
(2): In 2010, we entered into an Employment Agreement with Mr. Clineburg that superseded and replaced his previous Employment Agreement with us. As of the effective date of the Employment Agreement, Mr. Clineburg became 100% vested in all present and future benefits under his supplemental executive retirement plan.
(3): The present value of Mr. Clineburg's accumulated benefit at December 31, 2012 assumes payments of $20,000 per month for 180 months.

The Board of Directors adopted the Cardinal Financial Corporation Supplemental Executive Retirement Plan (the "Plan"), effective October 1, 2005, for the purpose of supplementing the retirement benefits payable under our tax-qualified plans. The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Plan must be administered and construed in a manner that is consistent with that intent. The Plan is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and Treasury Regulations issued thereunder.

Upon retirement, Mr. Clineburg will be entitled to an annual retirement benefit equal to $20,000 per month payable for 180 months. Upon our change in control, Mr. Clineburg will be entitled to an additional benefit equal to $10,000 per month for a period of 180 months, commencing on the first day of the month following the change in control. If Mr. Clineburg ceases to be an eligible employee or whose employment with us is terminated with cause, he shall immediately cease to be a participant in the plan and forfeit all rights under the plan.

Changes in Nonqualified Deferred Compensation

The following table shows the changes in the balance of the named executive officers' nonqualified deferred income plan:

Nonqualified Deferred Compensation Fiscal Year 2012



Name	Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals/Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)(2)

Bernard H. Clineburg		100,000		50,000		354,209	274,800		896,020

Mark A. Wendel		62,310		31,155		59,273	27,839		296,622

Christopher W. Bergstrom		264,600		84,800		142,756	50,910		870,309

Alice P. Frazier		148,400		73,500		37,073	None		316,079

F. Kevin Reynolds		145,625		72,500		58,593	22,976		397,087

(1): Amount of the contributions by us reported for 2012 were included in the Summary Compensation Table above.
(2): The registrant contributions reported for each of the named executive officers for 2011 and included in the summary compensation table for 2011 were: Mr. Clineburg $50,000; Mr. Wendel $18,846; Mr. Bergstrom $45,375; Ms. Frazier $16,500 and Mr. Reynolds $16,031. For 2010, the registrant contributions reported for each of the named executive officers and included in the summary compensation table were: Mr. Clineburg $50,000; Mr. Wendel $5,619; Mr. Bergstrom $31,500; Ms. Frazier $2,500 and Mr. Reynolds $8,625.

We currently have in place a deferred income plan for our executive officers—the Cardinal Financial Corporation Executive Deferred Income Plan (the "Executive Deferral Plan"). The purpose of the Executive Deferral Plan is to offer participants the opportunity to defer voluntarily current compensation, including salary and annual cash bonuses, for retirement income and other significant future financial needs for themselves, their families and other dependents. This plan is also designed to provide us with a vehicle to address limitations on our contributions under any tax-qualified defined contribution plan. Participants in the Executive Deferral Plan may elect from various investment funds, including a Company Common Stock fund that tracks the value of our Common Stock, for the amounts of compensation that they defer. Any of our employees who are an executive vice president or above may be eligible to participate in the Executive Deferral Plan.

Each participant in the Executive Deferral Plan may annually elect to defer all or a portion of his or her compensation for the plan year. At a minimum, the deferral contribution cannot be less than five percent or $2,000. We provide a deemed match for each participant's contribution that does not exceed the greater of 50% of the participant's deferral or $50,000 per participant per year. This match is deemed invested in our Common Stock and vests 25% immediately and the remaining match of 75% vests over the next three years on the anniversary dates of the matching contribution. Participant's earnings in our deferred income plan are based on the performance of the participant's deemed investments they selected from the available investment options in the plan.

All distributions from the Executive Deferral Plan are made in cash, with the exception of those contributions deemed to be invested in our Common Stock, which are paid in shares of Common Stock in an amount equal to the number of whole shares of Common Stock credited to the participant's account as of the date of the distribution. Any fractional shares are paid in cash. Automatic distributions occur if the participant dies or if the participant becomes disabled. At that time, any

unvested portion of their match will vest immediately. If the participant terminates their employment with us, their vested balance will be distributed in lump sum, provided that the participant is not a key employee, in which case distribution will occur six months after their termination of service.

Potential Payments Upon Termination of Employment or Change-in-Control

Potential Payments Upon Change in Control

In the event of Mr. Clineburg's termination following a change of control, Mr. Clineburg's employment agreement with us provides for a lump-sum severance payment equal to 2.99 times his average total compensation, over the most recent five calendar year period of his employment with us prior to the termination. As of December 31, 2012, this amount was, in the aggregate, $4,447,102. Additionally, the change in control provision under his supplemental executive retirement plan vests immediately and he is entitled to begin receiving payments of $10,000 per month for 15 years, in addition to the payments he is otherwise entitled to under the plan.

In the event of termination following a change in control, Mr. Bergstrom will receive a lump-sum severance payment equal to 24 months of his base salary as of December 31, 2012, or $550,000, plus benefits continuation for 24 months following termination. Mr. Reynolds will receive a lump-sum severance payment in the event of termination following a change in control equal to 18 months of his base salary as of December 31, 2012, or $339,375. Ms. Frazier, in the event of termination following a change in control, will receive a lump-sum severance payment equal to 24 months of her base salary as of December 31, 2012, or $550,000.

Additionally, under the terms of our stock option plan, accelerated vesting will occur in the event of a change in control. Typically, the payments relating to stock options represent the value of the unvested and accelerated stock options, calculated by multiplying the number of accelerated options by the difference between the exercise price and the closing price of our Common Stock on the applicable date. At December 31, 2012, Mr. Bergstrom and Ms. Frazier had unvested options totaling 16,000 and 26,000, respectively. For Mr. Bergstrom, the value of the accelerated vesting of his stock options that were in the money and granted to him is $72,960 at December 31, 2012. For Ms. Frazier, the value of the accelerated vesting of her stock options that were in the money and granted to her is $174,560 at December 31, 2012.

Potential Payments Upon Involuntary Termination Without Cause or Good Reason

In the event Mr. Clineburg is terminated without cause or good reason, his employment agreement with us provides for a lump-sum severance payment equal to one year's annual base salary plus the highest of his bonuses paid in the last five calendar years prior to the year in which he was terminated. As of December 31, 2012, this amount was $1,450,000.

If Mr. Bergstrom is terminated without cause or good reason, his employment agreement with us provides for a lump-sum severance payment equal to 12 months of his current base salary. As of December 31, 2012, this amount was $275,000.

If Mr. Reynolds is terminated without cause or good reason, his employment agreement with us provides for a lump-sum severance payment equal to 12 months of his current base salary. As of December 31, 2012, this amount was $226,250.

If Ms. Frazier is terminated without cause or good reason, her employment agreement with us provides for a lump-sum severance payment equal to 12 months of her current base salary. As of December 31, 2012, this amount was $275,000.

Mr. Wendel does not have an employment agreement with us.

Potential Payments Under Deferred Income Plans

Under our deferred income plans, matching contributions as well as the deemed earnings upon matching contributions fully vest upon death, disability, change of control or retirement. At December 31, 2012, the unvested balances in the deferred income plan for Messrs. Wendel, Bergstrom, Reynolds and Ms. Frazier were $51,508, $132,454, $84,206, and $76,431, respectively. Mr. Clineburg, as part of his employment agreement with us, is fully vested in current and future matching contributions to our deferred income plan.

The following table shows potential payments to our named executive officers under existing employment agreements, plans or arrangements for various events involving a change of control or termination of employment of each of our named executive officers, assuming a December 31, 2012 termination date, and where applicable, using the closing price of our Common Stock of $16.30 at December 31, 2012.

Potential Payments Upon Termination of Employment or Change-in-Control



Name	Benefit	Involuntary Termination w/o Cause or for Good Reason ($)		Termination Following Change in Control ($)		Normal Retirement ($)		Early Retirement or Voluntary Separation of Service ($)		Death ($)		Disability ($)

Bernard H. Clineburg	Severance Payment		1,450,000		4,447,102		—		—		—		—

	Supplemental Executive Retirement Plan		—		1,800,000 (paid monthly over 180 months)		—		—		—		—

	Total Value		1,450,000		6,247,102 (a portion to be paid over 180 months)		—		—		—		—

Mark A. Wendel	Matching Contributions in Deferred Income Plan		—		51,508		51,508		—		51,508		51,508

	Stock Options (unvested and accelerated)		—		—		—		—		—		—

	Total Value		—		51,508		51,508		—		51,508		51,508

Christopher W. Bergstrom	Severance Payment		275,000		550,000		—		—		—		—

	Stock Options (unvested and accelerated)				72,960

	Matching Contributions in Deferred Income Plan		—		132,454		132,454		—		132,454		132,454

	Total Value		275,000		755,414		132,454		—		132,454		132,454

Alice P. Frazier	Severance Payment		275,000		550,000		—		—		—		—

	Stock Options (unvested and accelerated)		—		174,560		—		—		—		—

	Matching Contributions in Deferred Income Plan		—		76,431		76,431		—		76,431		76,431

	Total Value		275,000		800,991		76,431		—		76,431		76,431

F. Kevin Reynolds	Severance Payment		226,250		339,375		—		—		—		—

	Matching Contributions in Deferred Income Plan		—		84,206		84,206		—		84,206		84,206

	Total Value		226,250		423,581		84,206		—		84,206		84,206

Certain Relationships and Related Transactions

Some of our directors and officers are at present, as in the past, our banking customers. As such, we have had, and expect to have in the future, banking transactions in the ordinary course of our business with directors, officers, principal shareholders and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to Cardinal Bank. These transactions do not involve more than the normal risk of collectibility or present other unfavorable features. The aggregate outstanding balance of loans to directors, executive officers and their associates, as a group, at

December 31, 2012 totaled approximately $32.6 million, or 10.4% of the bank's equity capital at that date.

William E. Peterson, a director, is the manager and a 3.1% owner of Fairfax Corner Mixed Use, L.C. Fairfax Corner Mixed Use, L.C. owns a building in the Fairfax Corner shopping center and leases office space to George Mason Mortgage, LLC ("George Mason"). The lease commenced on July 1, 2002. We renewed the lease during 2011 until June 30, 2014. The rent that George Mason pays to Fairfax Corner Mixed Use, L.C. ranges from $733,000 to $995,000 annually over the next three years. Rent payments totaled $912,000 in 2012.

William G. Buck, a director, has an indirect ownership in a limited liability company that owns the building where we lease branch office space for one of our locations. Certain of his immediate family members own a minority interest in the limited liability company. The rent that we pay for use of this space under the existing lease ranges from $29,000 to $32,000 annually for the next five years. Rent payments under the lease totaled $34,000 in 2012.

We have not adopted a formal policy that covers the review and approval of related person transactions by our Board of Directors. The Board, however, does review all proposed related party transactions for approval. During such a review, the Board will consider, among other things, the related person's relationship to the Company, the facts and circumstances of the proposed transaction, the aggregate dollar amount of the transaction, the related person's relationship to the transaction and any other material information. Those directors that are involved in a proposed related party transaction are excused from the board and/or committee meeting during the discussion and vote of the proposal.

PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with Item 402 of the Securities and Exchange Commission's Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement. A majority of votes cast by the holders of Shares of Common Stock is required for approval of the resolution above. However, the vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee of the Board of Directors. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL 3
RATIFICATION OF INDEPENDENT AUDITORS

The Audit Committee has appointed KPMG LLP as the Company's independent public accountant for the year ending December 31, 2013. KPMG LLP has acted as the Company's independent public accountant since 1997 and has reported on our financial statements for those periods. A representative of KPMG LLP is expected to be present at the Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

The Company is not required to obtain shareholder ratification or other approval of the retention of KPMG LLP as the Company's independent public accountant. As a matter of good corporate governance, the Board of Directors is requesting that the shareholders ratify the appointment of KPMG LLP as our independent public accountant for the year ending December 31, 2013.

A majority of votes cast by the holders of shares of Common Stock is required for the ratification of the appointment of the independent auditors. If the appointment of KPMG LLP as our independent auditors is ratified, the Audit Committee may, in its 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 our shareholders. If the shareholders, however, do not ratify the appointment, the Audit Committee will reconsider whether to retain KPMG LLP but may proceed with the retention of KPMG LLP if it deems it to be in the best interest of the Company and our shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR ENDING DECEMBER 31, 2013.

AUDIT INFORMATION

General

The five members of the Audit Committee are independent as that term is defined in the listing standards of Nasdaq and by regulations of the SEC. The Audit Committee operates under a written charter that the Board of Directors has adopted.

Fees of Independent Public Accountants

Audit Fees. The aggregate amount of fees billed by KPMG LLP for professional services rendered for the audit of our annual financial statements for the fiscal years ended December 31, 2012 and 2011, and the review of the financial statements included in our Quarterly Reports on Form 10-Q for those fiscal years, were $473,000 and $440,000, respectively.

Audit-Related Fees. The aggregate amount of fees billed by KPMG LLP for professional services rendered for audit-related services was $34,000 and $30,000 for the fiscal years ended December 31, 2012 and 2011. For 2012 and 2011, these services included the audit of our 401(k) plan.

Tax Fees. The aggregate amount of fees billed by KPMG LLP for professional services rendered in connection with the preparation of our tax returns for each of the fiscal years ended December 31, 2012 and 2011 was $70,000 and $50,000, respectively.

All Other Fees. An additional $5,300 was billed by KPMG LLP for tax consulting services for the year ended December 31, 2011. No additional fees were billed by KPMG LLP for any services that are not already reported above for the year ended December 31, 2012.

Audit Committee Pre-Approval Policies and Procedures

It is the policy of the Audit Committee that our independent auditor may provide only those services that have been pre-approved by the Audit Committee. Unless a type of service to be provided by the independent auditor has received general pre-approval, it requires specific pre-approval by the Audit Committee. The term of any general pre-approval is twelve months from the date of pre-approval, unless the Audit Committee or a related engagement letter specifically provides for a different period. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval.

Requests or applications to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both the independent auditor and the Chief Financial Officer or Controller, and must include a joint statement as to whether, in their view, the request or application is consistent with the Securities and Exchange Commission's rules on auditor independence.

Audit Committee Report

The Audit Committee is composed of five directors, each of whom is independent within the meaning of the listing standards of the Nasdaq Stock Market. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee reviews its charter at least annually and revises it as necessary to ensure compliance with current regulatory requirements.

Management is responsible for:

•: establishing and maintaining our internal control over financial reporting;
•: assessing the effectiveness of our internal control over financial reporting as of the end of each year;
•: the preparation, presentation and integrity of our consolidated financial statements; and
•: complying with laws and regulations and ethical business standards.

Our independent registered public accounting firm is responsible for:

•: performing an independent audit of our consolidated financial statements and our internal control over financial reporting;
•: expressing an opinion as to the conformity of our consolidated financial statements with U.S. generally accepted accounting principles; and
•: expressing an opinion as to management's assessment of the effectiveness of our internal control over financial reporting and the effectiveness of our internal control over financial reporting.

The Audit Committee is responsible for:

•: the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for us; and
•: monitoring, overseeing and reviewing our accounting and financial reporting processes.

In this context, the Audit Committee has met and held discussions with management and KPMG LLP, our independent registered public accounting firm. Management represented to the Audit Committee that our consolidated financial statements for the year ended December 31, 2012 were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed these consolidated financial statements with management and KPMG LLP, including the scope of the independent registered public accounting firm's responsibilities, critical

accounting policies and practices used and significant financial reporting issues and judgments made in connection with the preparation of such financial statements.

The Audit Committee has discussed with KPMG LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA Professional Standards Vol. 1, AU section 380) as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has also received the written disclosures and the letter from KPMG LLP relating to the independence of that firm as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with KPMG LLP the firm's independence from us. Moreover, the Audit Committee has considered whether the provision of the audit services described above is compatible with maintaining the independence of the independent auditors.

In addition, the Audit Committee has discussed with management its assessment of the effectiveness of internal control over financial reporting and has discussed with KPMG LLP its opinion as to both the effectiveness of our internal control over financial reporting and management's assessment thereof.

Based upon its discussions with management and KPMG LLP and its review of the representations of management and the report of KPMG LLP to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the Securities and Exchange Commission. By recommending to the Board of Directors that the audited consolidated financial statements be so included, the Audit Committee is not opining on the accuracy, completeness or presentation of the information contained in the audited financial statements.



		Audit Committee

		J. Hamilton Lambert, Chairman B.G. Beck William E. Peterson Alice M. Starr Steven M. Wiltse

ANNUAL REPORT AND FINANCIAL STATEMENTS

A copy of our 2013 Annual Report to Shareholders and a copy of our Annual Report on Form 10-K for the year ended December 31, 2012 has been furnished to shareholders. Additional copies may be obtained by written request to the Secretary of the Company at the address indicated below. Such documents are not part of the proxy solicitation materials.

UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD DATE, WAS RECORD OWNER OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH THAT HE OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS, WE WILL FURNISH TO SUCH PERSON, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE SEC UNDER THE SECURITIES EXCHANGE ACT OF 1934. ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO JENNIFER L. DEACON, SECRETARY, CARDINAL FINANCIAL CORPORATION, AT 8270 GREENSBORO DRIVE, SUITE 500, MCLEAN, VIRGINIA 22102.

PROPOSALS FOR 2014 ANNUAL MEETING

Under the regulations of the SEC, any shareholder desiring to make a proposal to be acted upon at the 2014 annual meeting of shareholders must cause such proposal to be received, in proper form, at our principal executive offices at 8270 Greensboro Drive, Suite 500, McLean, Virginia 22102, no later than November 15, 2013 in order for the proposal to be considered for inclusion in our Proxy Statement for that meeting. It is urged that any such proposals be sent by certified mail, return receipt requested.

Our Bylaws also prescribe the procedures that a shareholder must follow to nominate directors or to bring other business before shareholders' meetings. Under the Bylaws, notice of a proposed nomination or a shareholder proposal meeting certain specified requirements must be received by us not less than 60 nor more than 90 days prior to any meeting of shareholders called for the election of directors, provided in each case that, if fewer than 70 days' notice of the meeting is given to shareholders, such written notice shall be received not later than the close of the 10th day following the day on which notice of the meeting was mailed to shareholders. Assuming a date of April 18, 2014 for the 2014 annual meeting of shareholders, we must receive any notice of nomination or other business no later than February 17, 2014 and no earlier than January 18, 2014.

Our Bylaws require that the shareholder's notice set forth as to each nominee (i) the name, age, business address and residence address of such nominee, (ii) the principal occupation or employment of such nominee, (iii) the class and number of shares of the Company that are beneficially owned by such nominee, and (iv) any other information relating to such nominee that is required under federal securities laws to be disclosed in solicitations of proxies for the election of directors, or is otherwise required (including, without limitation, such nominee's written consent to being named in a proxy statement as nominee and to serving as a director if elected). Our Bylaws further require that the shareholder's notice set forth as to the shareholder giving the notice (i) the name and address of such shareholder and (ii) the class and amount of such shareholder's beneficial ownership of our capital stock. If the information supplied by the shareholder is deficient in any material aspect or if the foregoing procedure is not followed, the chairman of the annual meeting may determine that such shareholder's nomination should not be brought before the annual meeting and that such nominee shall not be eligible for election as a director of the Company. Any shareholder may obtain a copy of our Bylaws, without charge, upon written request to the Secretary of the Company.

OTHER MATTERS

The Board of Directors is not aware of any matters to be presented for action at the meeting other than as set forth herein. However, if any other matters properly come before the Meeting, or any adjournment thereof, the person or persons voting the proxies will vote them in accordance with their best judgment.

This Proxy Statement is given pursuant to direction of the Board of Directors.


		Jennifer L. Deacon Secretary

McLean, Virginia
March 18, 2013

EXHIBIT A

CARDINAL FINANCIAL CORPORATION

AUDIT COMMITTEE CHARTER

I. Committee Membership

The Audit Committee shall consist of at leastfour but no more thaneight directors. The members of the Audit Committee shall meet legal and regulatory independence and experience requirements, and at least one member shall have accounting or related financial expertise. The members of the Audit Committee shall be appointed by the Board of Directors and may be replaced by the Board.

II. Continuous Activities—General

1.

Oversee the Corporation's accounting and financial reporting processes and the audits of the Corporation's financial statements.

2.

Provide an open avenue of communication between the independent auditor, Internal Audit and the Board of Directors.

3.

Meet four times per year or more frequently as circumstances require. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary.

4.

Ensure receipt of and review annual formal written statement by the independent auditor delineating all relationships between the auditor and the Corporation as well as any other written statements or communications from the independent auditor relating to its independence from the Corporation that may be required under the then applicable rules governing independent auditors.

5.

Confirm and assure the independence of the independent auditor and the objectivity and qualifications of the internal auditor.

6.

Review with the independent auditor and the Director of Internal Audit the coordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.

7.

Inquire of management, the independent auditor and the Director of Internal Audit about significant risks or exposures and assess the steps management has taken to minimize such risk to the Corporation.

8.

Consider and review with the independent auditor and the Director of Internal Audit:

(a): The adequacy of the Corporation's internal controls, including computerized information system controls and security including whether such controls and procedures are designed to provide reasonable assurance that transactions entered into by the Company are properly authorized, assets are safeguarded from unauthorized or improper use, and transactions by the Company are properly recorded and reported; any significant deficiencies in the design or operation of the Company's internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data; any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and, related findings and recommendations of management together with the independent auditor's attestation report.
(b): Related findings and recommendations of the independent auditor and Internal Audit together with the management's responses.

9.

Annually, consider and review with management, the Director of Internal Audit and the independent auditor:

(a): Significant findings during the year, including the status of previous audit recommendations.

(b): Any difficulties encountered in the course of audit work, including any restrictions on the scope of activities or access to required information.
(c): Any changes required in the planned scope of the internal audit plan.
(d): The Internal Audit Department charter, budget and staffing.

10.: Meet periodically with the independent auditor, the Director of Internal Audit and management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately.
11.: Report periodically to the Board of Directors on significant results of the foregoing activities.
12.: Establish procedures for the receipt, review, and retention of complaints addressed to the Corporation as well as confidential, anonymous employee submissions regarding accounting, internal controls, or auditing matters, and advise the Board on any complaints or submissions which raise material issues regarding the Corporation's financial statements or accounting policies.
13.: Discuss with management and the independent external auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Corporation's financial statements or accounting policies.
14.: Instruct the independent auditor that the Board of Directors, as the shareholders' representative, is the auditor's client.

III. Continuous Activities—Re: Reporting Specific Policies

1.: Advise financial management and the independent auditor that they are expected to provide a timely analysis of significant current financial reporting issues and practices.
2.: Provide that financial management and the independent auditor discuss with the Committee their qualitative judgements about the appropriateness, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be adopted by the Corporation and, particularly, about the degree of aggressiveness or conservatism of its accounting principles and underlying estimates.
3.: Inquire as to the auditor's independent qualitative judgements about the appropriateness, not just the acceptability, of the accounting principles and the clarity of the financial disclosure practices used or proposed to be adopted by the Corporation.
4.: Inquire as to the auditor's views about whether management's choices of accounting principles are conservative, moderate, or aggressive from the perspective of income, asset, and liability recognition, and whether those principles are common practices or are minority practices.
5.: Determine, with regards to new transactions or events, the auditor's reasoning for the appropriateness of the accounting principles and disclosure practices adopted by management.
6.: Assure that the auditor's reasoning is described in determining the appropriateness of changes in accounting principles and disclosure practices.
7.: Inquire as to the auditor's views about how the Corporation's choices of accounting principles and disclosure practices may affect public views and attitudes about the Corporation.

IV. Scheduled Activities

1.: Appoint the independent auditor, determine the compensation of the independent auditor and review and approve the discharge of the independent auditor. The independent auditor shall report directly to the audit committee.
2.: Consider, in consultation with the independent auditor and the Director of Internal Audit, the audit scope and plan of the independent auditor and the internal auditors.

3.

Review and discuss with management and the external auditor the quarterly financial statements and related disclosures prior to the filing of the 10-Q.

4.

Reviewand discuss with management and the independent auditor, the annual financial statements and the results of annual audits and related comments in consultation with other committees as deemed appropriate, including:

(a): The independent auditor's audit of the Corporation's annual financial statements, the accompanying footnotes and its report thereon. This review and discussion should occur prior to the filing of the 10-K and should also address management's discussion and analysis of the financial results.
(b): Any significant changes required in the independent auditor's audit plans.
(c): Any difficulties or disputes with management encountered during the course of the audit.
(d): Other matters related to the conduct of the audit, which are to be communicated to the Audit Committee under Generally Accepted Auditing Standards.

5.

Discuss with management and the independent auditor matters related to the accounting and disclosure of critical accounting estimates.

6.

Review annually with the Director of Internal Audit the results of the monitoring of compliance with the Corporation's regulatory compliance.

7.

Recommend to the full Board of Directors whether the Corporation's annual report on Form 10-K to be filed with the Securities and Exchange Commission should include the audited financial statements.

8.

Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Corporation's annual proxy statement.

9.

Arrange for the independent auditor to be available to the full Board of Directors, as needed, to help provide a basis for the Board to recommend to the Shareholders the appointment of the auditor.

10.

Review and update the Committee's Charter annually.

V. "When Necessary" Activities

1.: Review and concur in the appointment, replacement, reassignment, or dismissal of the Director of Internal Audit.
2.: Review and approve in advance requests for any non-audit services to be performed by the Corporation's independent auditor.
3.: Review periodically, with general counsel, legal and regulatory matters that may have a material impact on the Corporation's financial statements, compliance policies and programs.
4.: Resolve disagreements between management and the independent auditor regarding financial reporting.
5.: Conduct or authorize investigations into any matters within the Committee's scope of responsibilities.
6.: Retain independent counsel and other professionals, as the Committee determines necessary to carry out its duties. The Corporation will pay the expenses associated with all advisors to the Committee.

[PROXY CARD]

Cardinal Financial Corporation

Proxy Solicited on Behalf of The Board of Directors

The undersigned hereby appoints Mark A. Wendel and Jennifer L. Deacon, jointly and severally, proxies, with full power to act alone, and with full power of substitution, to represent the undersigned and to vote on all matters as may properly be brought before such meeting, all shares of Common Stock that the undersigned would be entitled to vote at the Annual Meeting of Shareholders of Cardinal Financial Corporation, a Virginia corporation, to be held at the Fair Lakes Hyatt, 12777 Fair Lakes Circle, Fairfax, Virginia, on Friday, April 19, 2013 at 10:00 A.M., local time, or any adjournments thereof, for the following purposes:

(Continued and to be dated and signed on other side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Annual Meeting of Shareholders of

CARDINAL FINANCIAL CORPORATION

April 19, 2013

Please Detach and Mail in the Envelope Provided

x	Please mark your votes as in this example

		FOR nominees listed at right (except as written on the line below)	WITHHOLD AUTHORITY to vote for all nominees listed at right
1.	Elect as director the one person listed as a nominee for a term expiring in 2014.	o	o	Nominees: 2014 B.G. Beck

	Elect as directors the three persons listed as nominees for terms expiring in 2016.	o	o	Nominees: 2016 William J. Nassetta Alice M. Starr Steven M. Wiltse

(INSTRUCTION: To withhold authority to vote for any individual nominee(s) listed at right, write that nominee’s name on the space provided below.)

		FOR	AGAINST	ABSTAIN
2.	Advisory approval of the Company’s executive compensation.	o	o	o

		FOR	AGAINST	ABSTAIN
3.	Ratify the appointment of KPMG LLP as the Company’s independent auditors for 2013.	o	o	o

4.	To transact such other business as may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.

PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY

Signature

Printed Name

Dated:

QuickLinks

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held on April 19, 2013
CARDINAL FINANCIAL CORPORATION PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS
Peer Group Analysis December 31, 2012
Actual vs. Target Performance Goal Attainment For the Year Ended December 31, 2012
Summary Compensation Table
All Other Compensation Table
Grants of Plan-Based Awards Fiscal Year 2012
Outstanding Equity Awards at Fiscal Year-End 2012
Option Exercises and Stock Vested Fiscal Year 2012
Pension Benefits—Fiscal Year 2012
Nonqualified Deferred Compensation Fiscal Year 2012
Potential Payments Upon Termination of Employment or Change-in-Control
PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION

EXHIBIT A

CARDINAL FINANCIAL CORPORATION AUDIT COMMITTEE CHARTER

Cardinal Financial (CFNL) Inactive DEF 14ADefinitive proxy