DEF 14A of Bank Of The James Financial Group Inc, Apr 6, 2026

DEF 14A of Bank Of The James Financial Group Inc

Filed Apr 6, 2026 · FY20250001275101-26-000013

Open on EDGAR

  1. PROPOSAL ONE - ‎ELECTION OF DIRECTORS

    PROPOSAL ONE - ‎ELECTION OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT. The Company’s Bylaws provide that the Board of Directors shall consist of not fewer than five nor more than twenty-five directors. In accordance with our Articles of Incorporation, the Board of Directors is divided into three groups (designated as Groups One, Two, and Three), with directors serving staggered three-year terms. The Board currently has nominated the following four individuals to serve as Group Two Directors, each for a three-year term expiring at the 2029 Annual Meeting, or until their respective successors have been duly elected and qualified: Robert R. Chapman III Julie P. Doyle Lydia K. Langley Augustus A. Petticolas, Jr. Each nominee is currently serving as a director and has consented to stand for re-election. If, for any reason, any nominee becomes unable or unwilling to serve, the proxies named in the proxy card will have discretionary authority to vote for a substitute nominee chosen by the Board of Directors. The Board does not anticipate that any nominee will become unavailable to serve. James F. Daly and Thomas W. Pettyjohn, Jr. served as directors during a portion of 2025 and retired from the Board following the Company’s 2025 Annual Meeting of Shareholders. J. Todd Scruggs served as a director during 2025 and retired from the Board in January 2026. Each retirement was not the result of any disagreement with the Company regarding its operations, policies, or practices.

  2. Nominees and Continuing Directors

    Nominees and Continuing Directors

  3. Nominees

    Nominees Set forth below is certain information concerning the nominees.

  4. Nominees

    | Nominees | | | | | | | Name | Age (1) | Position with the Company | Director Since (2) | Group | Term to Expire | | Robert R. Chapman III | 63 | Vice Chairman of the Board; President of the Company, Chief Executive Officer of the Bank; Director of Pettyjohn, Wood & White, Inc. | 1998 | Two | 2029 | | Julie P. Doyle | 62 | Director | 2011 | Two | 2029 | | Lydia K. Langley | 61 | Director | 2015 | Two | 2029 | | Augustus A. Petticolas, Jr. | 77 | Chairman of the Board | 2005 | Two | 2029 |

  5. Nominees

    (1)As of March 31, 2026. (2)All of the directors of the Company also serve as members of the board of directors of the Bank. For all years prior to 2004, all directorships were with the Bank only. Each of the nominees is currently a director of the Company whose current term expires at the Annual Meeting. Each nominee has agreed to serve if elected.

  6. Continuing Directors

    Continuing Directors Set forth below is certain information concerning the continuing directors.

  7. Continuing Directors

    | Continuing Directors | | | | | | | Name | Age (1) | Position with the Company | Director Since (2) | Group | Term to Expire | | A. Douglas Dalton III | 45 | Director | 2016 | One | 2028 | | Watt R. Foster, Jr. | 66 | Director | 2005 | One | 2028 | | Phillip C. Jamerson | 67 | Director | 2016 | One | 2028 | | Lewis C. Addison | 74 | Director | 2006 | Three | 2027 | | John R. Alford, Jr. | 65 | Director | 2009 | Three | 2027 | | William C. Bryant III | 61 | Director | 2005 | Three | 2027 |

  8. Continuing Directors

    (1)As of March 31, 2026. (2)All of the directors of the Company also serve as members of the board of directors of the Bank.

  9. Director and Officer Biographical Information

    Director and Officer Biographical Information The following discusses the backgrounds and qualifications of our director nominees and the directors continuing in office. Unless otherwise indicated, each of the following persons has held his or her present position for the last five years.

  10. Nominees to the Board

    Nominees to the Board Robert R. Chapman III, 63, Vice Chairman of the Board, serves as the President of the Company and the Chief Executive Officer of the Bank. He also serves as a member of the Board of Directors of Pettyjohn, Wood & White, Inc. He has been a resident of Lynchburg for over 25 years and has been the President of the Company since January 2004, CEO of the Bank since January 2003, and served as President of the Bank from January 2003 through October 2021. Mr. Chapman was a co-organizer of the Bank in 1999. Previously, Mr. Chapman was Vice President and Branch Manager and a Commercial Account Manager at Crestar Bank for 15 years. Mr. Chapman is a graduate of Virginia Military Institute where he received a bachelor’s degree in Economics. Following graduation, Mr. Chapman served as First Lieutenant in the United States Army. Mr. Chapman graduated from the Stonier Graduate School of Banking. Mr. Chapman is a past President of the Lynchburg City Schools Education Foundation. He also serves on the boards of the Centra Foundation, the VMI Keydet Club, the Westminster-Canterbury Foundation and is a member of First Presbyterian Church. In addition to his extensive experience in bank administration, asset/liability management, residential and commercial real estate lending, and business and industry lending, Mr. Chapman has experience in the day-to-day management of the Bank and knowledge of its business and operations. Julie P. Doyle, 62, has lived in Lynchburg since 1993. Ms. Doyle retired as President and Executive Director of The Education & Research Foundation, Inc., a clinical research site, in 2021. Prior to her experience as a small business owner, Ms. Doyle worked for many years for Honeywell and Westinghouse. Ms. Doyle holds a Bachelor of Science degree in Mechanical Engineering from the University of Notre Dame and a Master of Business Administration degree from George Washington University. Active in the community, Ms. Doyle currently serves as the Board Chair of The University of Lynchburg and is the past president of the Lynchburg City Schools Education Foundation. She formerly served as the Chair of the Lynchburg City School Board, President of the Notre Dame Monogram Club and on the board of Centra Health, Inc. Ms. Doyle provides the board with executive experience, a strong financial background and good relationships within the community. Lydia K. Langley, 61, is a Lynchburg native and retired owner of Langley Rentals for 28 years. Langley Rentals owned and managed residential rental properties, including apartments, duplexes, and single-family homes in the Lynchburg area. Ms. Langley has a B.A. from the University of Virginia and a Masters of Administration from The University of Lynchburg (formerly Lynchburg College). She served 9 years on the Planning Commission for the City of Lynchburg and was an original member of the Lynchburg Police Foundation. Ms. Langley previously served on the board of The Ellington as well as the Lynchburg Advisory Board of the Bank for five years before being appointed to the board of the Company. Ms. Langley provides the board with strong business knowledge, particularly related to the operation of a rental real estate business and local real estate values. Dr. Augustus A. Petticolas, Jr., 77, Chairman of the Board, has practiced dentistry in Lynchburg since 1976. He is a graduate of Livingstone College in Salisbury, North Carolina and holds a bachelor’s degree in English with a minor in Biological Sciences and French. He earned his Doctor of Dental Surgery degree at the University of Maryland. Dr. Petticolas is involved in numerous community endeavors and is a founding board member of the Free Clinic of Central Virginia, Inc. where he has served since 1987. He also currently serves on the board of the Virginia Health Care Foundation. He previously served on the board of Centra Health, Inc. and the Greater Lynchburg Community Foundation. He joined the board of directors of the Bank in 2005. He has served as President of the Virginia Board of Dentistry having been appointed by three different Governors of the State of Virginia for three terms for a total service of nine years. Dr. Petticolas brings business experience, knowledge of project management, and leadership skills to the board.

  11. Directors Continuing in Office

    Directors Continuing in Office A. Douglas Dalton III, 45, is Vice President for English Construction Company, Inc. He is a 2003 graduate of Virginia Tech and holds a bachelor’s degree in Business Management. He previously served on the Board of Directors for Boys and Girls Club of Greater Lynchburg. Mr. Dalton served on the Altavista Advisory Board of the Bank for several years before being appointed to the Company’s Board. Mr. Dalton brings business skills such as project management, knowledge of the construction industry, and knowledge of the local economy to the board. Watt R. Foster, Jr., 66, is a native of Brookneal, Virginia. Mr. Foster is the President and Chief Executive Officer of Foster Fuels, Inc., a company engaged primarily in the sale and distribution of petroleum and propane products, and related products, as well as the provision of emergency fuel delivery throughout the United States and internationally. He is also the owner of Phelps Creek Angus Farm, a 500 head cow-calf operation located in Campbell County. Mr. Foster received a bachelor’s degree in Business Management from James Madison University. Mr. Foster is a member of the Staunton River Chapter of the Masonic Lodge. Mr. Foster provides the board with a strong knowledge of business, including the operation of wide-ranging, complex operations, and real estate purchase and development. Phillip C. Jamerson, 67, is Vice President and Owner of Jamerson Building Supply and Jamerson Real Estate and is the past co-owner and CEO of Jamerson-Lewis Construction. Mr. Jamerson is a 1981 graduate of Virginia Tech and has a B.S. degree in Building Construction. He is currently serving on the Board of the Courtland Park Foundation and the Board of Wolfbane Theater. He was previously a member of the Board of Directors and Executive Committee of the Lynchburg Humane Society, the Appomattox Economic Development Agency, the Region 2000 Workforce Development Board, and Patrick Henry Family Services. Mr. Jamerson provides the board with a strong knowledge of business, including real estate purchase and development as well as construction and project management. Lewis C. Addison, 74, is retired from his position as Senior Vice-President/Chief Financial Officer and Treasurer for Centra Health, Inc., where he had worked in various capacities since 1979. He holds a bachelor’s degree in Business with a major in Accounting from Virginia Tech. Mr. Addison was a Certified Public Accountant and is a Past President of the Virginia Chapter of the Healthcare Financial Management Association. From 2015 through 2024 he served as Chairman of the Board of Piedmont Community Health Plan, Inc. and former Chairman of the Industrial Development Authority of the Town of Amherst. Mr. Addison has extensive experience in complex financial matters and serves as the Company’s audit committee financial expert under SEC guidelines. John R. Alford, Jr., 65, is a shareholder with Caskie & Frost, P.C., a law firm based in Lynchburg. In his practice, Mr. Alford provides advice to corporations and other business entities in matters of corporate law, commercial transactions, and real estate and to individual clients in matters including estate planning, estate administration, and real estate matters. He received a bachelor’s degree in Economics from the University of Virginia and a J.D. from Washington & Lee University School of Law. Prior to joining the Board of the Company, Mr. Alford was a member of the Bank’s Lynchburg Advisory Board. Mr. Alford is a former board member of the Greater Lynchburg Community Foundation, a former board member of Sweet Briar College, a former president and former board member of Boonsboro Country Club, a former Trustee for James River Day School and a former chairman and board member for the Alliance for Families & Children. Mr. Alford provides the board with valuable experience and perspective gained in the legal profession as well as strong business contacts. William C. Bryant III, 61, is the President of and Auctioneer for Ted Counts Realty and Auction Company. He holds a B.S. in Business Management from LaSalle University. Mr. Bryant received a certificate in Real Estate Appraisal from the International College of Real Estate Appraisal in Columbia, Tennessee and is a graduate of the Mosley Flint School of Real Estate in Roanoke, Virginia. In addition, he is a graduate of the Mendenhall School of Auctioneering in High Point, North Carolina, and obtained CAI designation through Indiana University, the Certified Auctioneers Institute in Bloomington, Indiana. Mr. Bryant is a member of the National Association of Realtors, the Virginia Association of Realtors, the National Association of Auctioneers, and the Virginia Association of Auctioneers. He previously served on the board of the Lynchburg Regional Chamber of Commerce and serves on the Commonwealth of Virginia Auctioneers Regulator Board and is a member of the Lynchburg Board of Realtors. Mr. Bryant provides executive experience, broad ties to the business community and significant experience in valuing assets in a broad range of categories, including real estate, heavy equipment, and livestock.

  12. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

  13. Director Compensation

    Director Compensation

  14. Committee Meeting Attendance Fees

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Comp- ‎ensation ($) | Total ($) | | Lewis C. Addison | 29,000 | - | - | - | 29,000 | | John R. Alford, Jr. | 32,000 | - | - | - | 32,000 | | William C. Bryant III | 25,800 | - | - | - | 25,800 | | Robert R. Chapman III (1) | - | - | - | - | - | | A. Douglas Dalton III | 21,400 | - | - | - | 21,400 | | James F. Daly | 17,000 | - | - | - | 17,000 | | Julie P. Doyle | 26,000 | - | - | - | 26,000 | | Watt R. Foster, Jr. | 24,800 | - | - | - | 24,800 | | Phillip C. Jamerson | 25,800 | - | - | - | 25,800 | | Lydia K. Langley | 36,800 | - | - | - | 36,800 | | Augustus A. Petticolas, Jr. | 48,600 | - | - | - | 48,600 | | Thomas W. Pettyjohn, Jr. (2) | 28,100 | - | - | 25,000 | 53,100 | | J. Todd Scruggs (1) | - | - | - | - | - | | Total | 315,300 | - | - | 25,000 | 340,300 |

  15. Summary Compensation Table—2025

    Summary Compensation Table—2025

  16. Summary Compensation Table—2025

    | | Annual Compensation | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | All Other Compensation ($) (4) | Total ($) | | Robert R. Chapman III (1) | 2025 | 400,555 | 165,000 | 308,340 | 873,895 | | President of Financial and CEO of the Bank | 2024 | 400,555 | 150,000 | 289,381 | 839,936 | | J. Todd Scruggs (2) | 2025 | 321,518 | 75,000 | 118,548 | 515,066 | | Secretary-Treasurer of Financial and EVP and CFO of the Bank | 2024 | 321,518 | 125,000 | 112,383 | 558,901 | | Michael A. Syrek (3) | 2025 | 313,296 | 140,000 | 109,432 | 562,728 | | President of the Bank | 2024 | 312,499 | 125,000 | 103,701 | 541,200 |

  17. Summary Compensation Table—2025

    (1) “All Other Compensation” consists entirely of matching contributions made under the Bank’s 401(k) plan ($13,667 in 2025 and $11,893 in 2024), HSA matching contributions ($1,600 in each of 2025 and 2024), life insurance premiums ($1,020 in 2025 and $802 in 2024), and amounts expensed by the Bank under Mr. Chapman’s Salary Continuation Agreement ($292,053 in 2025 and $275,086 in 2024), reflecting the Bank’s expense accrual. See note (4) regarding corrected Salary Continuation Plan expense accrual reporting previously reported for amounts for 2024 in the Summary Compensation table. (2) “All Other Compensation” consists entirely of matching contributions made under the Bank’s 401(k) plan ($12,861 in 2025 and $12,830 in 2024), HSA matching contributions ($1,900 in each of 2025 and 2024), life insurance premiums ($795 in 2025 and $644 in 2024), and amounts expensed by the Bank under Mr. Scruggs’ Salary Continuation Agreement ($102,992 in 2025 and $97,009 in 2024), reflecting the Bank’s expense accrual. See note (4) regarding corrected Salary Continuation Plan expense accrual reporting previously reported for amounts for 2024 in the Summary Compensation table. (3) “All Other Compensation” consists entirely of matching contributions made under the Bank’s 401(k) plan ($12,532 in 2025 and $12,473 in 2024), HSA matching contributions ($1,900 in each of 2025 and 2024), life insurance premiums ($819 in 2025 and $625 in 2024), and amounts expensed by the Bank under Mr. Syrek’s Salary Continuation Agreement ($94,181 in 2025 and $88,703 in 2024), reflecting the Bank’s expense accrual. See note (4) regarding corrected Salary Continuation Plan expense accrual reporting previously reported for amounts for 2024 in the Summary Compensation table. (4)Correction to Salary Continuation Plan amounts. The previously reported amounts were based on the taxable portion of the annual benefit increase under each executive's Salary Continuation Agreement rather than the Bank's expense accrual for those arrangements. Because previously vested benefit amounts accrue tax-free within the funding vehicle, the amount taxable to each executive in a given year is generally less than the Bank’s full expense accrual, which includes interest crediting on the cumulative benefit. This correction relates solely to Summary Compensation Table disclosure and does not affect the Company's previously reported financial statements. The previously reported 2024 “All Other Compensation” amounts were understated by $96,583 for Mr. Chapman, $44,078 for Mr. Scruggs, and $28,295 for Mr. Syrek. Prior proxy statements for 2023 were similarly affected, with understatements of $85,360, $38,131, and $20,030 for Messrs. Chapman, Scruggs, and Syrek, respectively.

  18. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The Company did not make any awards under the Equity Incentive Plan in 2025. The Named Executive Officers have no outstanding equity awards.

  19. Salary Continuation Agreements

    Salary Continuation Agreements The Bank has entered into Salary Continuation Agreements with certain executive officers whose compensation is disclosed in this proxy statement. Each of the Salary Continuation Agreements has been amended from time to time to reflect changes in compensation and other terms of employment. As amended, the agreements provide supplemental retirement benefits to the executives, including increased benefits in certain circumstances, as summarized below. The Bank maintains bank-owned life insurance that is intended to assist in meeting the Bank’s obligations under the Salary Continuation Agreements. The agreements are nonqualified deferred compensation arrangements and constitute unsecured general obligations of the Bank. Participants have no ownership interest in any life insurance policies maintained by the Bank. The amounts shown in the tables and discussion below represent the annual benefits payable under the applicable Salary Continuation Agreements upon retirement at the normal retirement age specified in the agreement, assuming the executive remains employed by the Bank until that retirement date, except with respect to Mr. Scruggs, who separated from service on January 5, 2026 and whose benefits are described below based on the actual triggering event applicable to his separation. The amounts shown do not reflect the currently vested benefits under the agreements as of December 31, 2025, which would be lower if employment terminated prior to retirement, except with respect to Mr. Scruggs as described below. All benefit amounts shown reflect Schedule A values as of December 31, 2025; the actual benefit payable upon a triggering event will be determined from Schedule A as of the end of the plan year preceding the triggering event. A participant forfeits all benefits upon termination for cause, as defined in the applicable agreement. Notwithstanding the payment timing indicated in the tables below, to the extent that a Named Executive Officer is a "specified employee" within the meaning of Section 409A of the Internal Revenue Code at the time of his or her separation from service, any payment of nonqualified deferred compensation triggered by such separation from service shall be delayed until the first day of the seventh month following the date of separation from service (or, if earlier, the date of the executive's death), as required by Section 409A. Robert R. Chapman III Mr. Chapman and the Bank entered into two separate Salary Continuation Agreements: Agreement 1, effective August 6, 2009 and amended October 1, 2016, and Agreement 2, effective March 1, 2024. The amounts shown are as of December 31, 2025, the last day of the most recently completed plan year.

  20. Salary Continuation Agreements

    | Triggering Event | Agreement | Payment Form | Benefit Amount | Payment Timing | | Normal Retirement (age 65) | Agreement 1 | Lump Sum | $2,315,177 | Within 90 days following Normal Retirement Age | | | Agreement 2 | Lump Sum | $317,589 | Within 90 days following Normal Retirement Age |

  21. Salary Continuation Agreements

    | Early Termination (without cause, before age 65) | Agreement 1 | Lump Sum | $1,964,238 (1) | Within 90 days following Separation from Service | | | Agreement 2 | Lump Sum | $168,833 (1) | Within 90 days following Separation from Service | | Disability (prior to age 65) | Agreement 1 | Annual Installments | $2,159,480 (1) | Monthly for 15 years commencing within 90 days following Normal Retirement Age | | | Agreement 2 | Lump Sum | $185,615 (1) | Within 90 days following Normal Retirement Age | | Change in Control (termination within 24 months) | Agreement 1 | Lump Sum | $2,275,758 (2) | Within 90 days following Separation from Service | | | Agreement 2 | Lump Sum | $298,467 (2) | Within 90 days following Separation from Service | | Death (while employed) | Agreement 1 | Lump Sum | $2,315,177 | Within 90 days following death | | | Agreement 2 | Annual Installments | $30,073/year for 15 years | Monthly payments commencing within 90 days following death |

  22. Salary Continuation Agreements

    (1)Amount represents the Schedule A value as of December 31, 2025, the end of the most recently completed plan year. The actual benefit payable will be the Schedule A value as of the end of the plan year immediately preceding the triggering event. (2)Assumes a Change in Control and qualifying Separation from Service occurred on December 31, 2025. The benefit payable will be the Schedule A value as of the end of the plan year immediately preceding Separation from Service. J. Todd Scruggs Mr. Scruggs and the Bank entered into a Salary Continuation Agreement effective August 6, 2009 and amended on October 1, 2016 and January 1, 2023. The agreement provided deferred compensation benefits to Mr. Scruggs under various triggering events, including normal retirement at age 65, early termination, disability, change in control, and death. Mr. Scruggs separated from service on January 5, 2026. His separation was treated as an Early Termination under the agreement. Under the terms of the agreement, Mr. Scruggs is entitled to receive a lump sum benefit equal to the Early Termination benefit set forth on Schedule A for the plan year immediately preceding his separation from service. As of December 31, 2025, Mr. Scruggs was 100% vested in the Early Termination benefit, which had a lump sum value of $914,650. Payment of this benefit will be made in accordance with the terms of the agreement and is subject to the six-month payment delay applicable to specified employees under Section 409A of the Internal Revenue Code. Michael A. Syrek Mr. Syrek and the Bank entered into two separate Salary Continuation Agreements: Agreement 1, effective January 29, 2013 and amended October 1, 2016, and Agreement 2, effective January 1, 2023. The amounts shown are as of December 31, 2025, the last day of the most recently completed plan year.

  23. Salary Continuation Agreements

    | Triggering Event | Agreement | Payment Form | Benefit Amount | Payment Timing | | Normal Retirement (age 65) | Agreement 1 | Annual Installments | $149,969/year for 15 years | Monthly payments commencing within 90 days following Normal Retirement Date | | | Agreement 2 | Annual Installments | $65,281/year for 15 years | Monthly payments commencing the month following Separation from Service | | Early Termination (without cause, before age 65) | Agreement 1 | Lump Sum | $531,431 (1) | Within 90 days following Separation from Service | | | Agreement 2 | Annual Installments | $11,105/year for 15 years (1) | Monthly payments commencing the month following Separation from Service | | Disability (prior to age 65) | Agreement 1 | Annual Installments | $102,916/year for 15 years (1) | Monthly payments commencing within 90 days following Normal Retirement Age |

  24. Salary Continuation Agreements

    | | Agreement 2 | Lump Sum | $211,830 (1) | Lump sum paid the month following Normal Retirement Age | | Change in Control (termination within 24 months) | Agreement 1 | Lump Sum | $969,940 (2) | Within 90 days following Separation from Service | | | Agreement 2 | Annual Installments | $42,679/year for 15 years (2) | Monthly payments commencing the month following Separation from Service | | Death (while employed) | Agreement 1 | Lump Sum | $1,488,393 | Within 90 days following death | | | Agreement 2 | Annual Installments | $65,281/year for 15 years | Monthly payments commencing the month following death |

  25. Salary Continuation Agreements

    (1)Amount represents the Schedule A value as of December 31, 2025, the end of the most recently completed plan year. The actual benefit payable will be the Schedule A value as of the end of the plan year immediately preceding the triggering event. (2)Assumes a Change in Control and qualifying Separation from Service occurred on December 31, 2025. The benefit payable will be the Schedule A value as of the end of the plan year immediately preceding Separation from Service.

  26. Potential Payments Upon Retirement, Termination, or Change in Control

    Potential Payments Upon Retirement, Termination, or Change in Control Except for benefits payable under the Salary Continuation Agreements described above, the Company does not maintain any agreements providing for payments to the Named Executive Officers upon retirement, termination of employment, or a change in control of the Company.

  27. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the following table presents information regarding compensation actually paid (“CAP”) to the Company’s Principal Executive Officer (“PEO”) and the average compensation actually paid to the Company’s other Named Executive Officers (“Non-PEO NEOs”), as compared to the Company’s cumulative total shareholder return (“TSR”) and net income for the fiscal years ended December 31, 2025, 2024, and 2023. For purposes of this disclosure, Robert R. Chapman III served as the Company’s Principal Executive Officer for each of the years presented. The Company’s Non-PEO NEOs for 2025, 2024, and 2023 were J. Todd Scruggs and Michael A. Syrek. Because the Company did not grant any equity awards during 2025, 2024, or 2023 and the Named Executive Officers held no outstanding or unvested equity awards during those years, no equity-related adjustments were required in determining compensation actually paid under Item 402(v). Accordingly, compensation actually paid for each Named Executive Officer for each year presented is equal to the total compensation reported in the Summary Compensation Table.

  28. Pay Versus Performance

    | Pay-Versus-Performance Table | | | | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO($)(3) | Average Summary Compensation table total for Non-PEO NEOs($)(2) | Average Compensation Actually Paid to Non-PEO NEOs($)(3) | Value of Initial Fixed Investment Based on Total Shareholder Return($) (4) | Net Income($) (000’s) (5) | | 2025 | $873,895 | $873,895 | $538,897 | $538,897 | $167.66 | $9,022 | | 2024 | 839,936 | 839,936 | 550,051 | 550,051 | 140.19 | 7,944 | | 2023 | 650,513 | 650,513 | 527,855 | 527,855 | 105.29 | 8,704 |

  29. Pay Versus Performance

    (1)Robert R. Chapman III was the Registrant’s Principal Executive Officer (PEO) for each of the 2025, 2024, and 2023 fiscal years. (2)For the 2025, 2024, and 2023 fiscal years, the Registrant’s Non-PEO NEOs were J. Todd Scruggs and Michael A. Syrek. (3)No adjustments were required by Item 402(v) of Regulation S-K to total compensation for any year presented in determining compensation actually paid. The 2024 and Summary Compensation Table totals used in this table reflect corrected Salary Continuation Plan expense accrual amounts as described in footnote (4) to the Summary Compensation Table above, which also affect the 2024 and 2023 average Non-PEO NEO compensation shown in this table. (4)Represents the cumulative total return on a hypothetical $100 investment in the Company’s Common Stock made on December 31, 2022, through the end of the applicable fiscal year, calculated in accordance with Item 201(e) of Regulation S-K, assuming reinvestment of dividends. (5)As reported on the Registrant’s Consolidated Statements of Income for the applicable fiscal year, as provided under Part II, Item 8, of the Registrant’s Annual Report on Form 10-K.

  30. Pay Versus Performance

    | | | | Equity Award Adjustments -PEO | | | | Year | Summary Compensation ‎Table Total for PEO ($) | Reported Value of ‎Granted Equity Awards ($) | Year End Fair Value of ‎Outstanding and Unvested ‎Equity Awards Granted ‎in the Year ($) | Change in Fair Value of ‎Outstanding and Unvested ‎Equity Awards Granted ‎in Prior Years ($) | Compensation Actually ‎Paid to PEO ($) | | 2025 | 873,895 | - | - | - | 873,895 | | 2024 | 839,936 | - | - | - | 839,936 | | 2023 | 650,513 | - | - | - | 650,513 |

  31. Pay Versus Performance

    | | | | Equity Award Adjustments -Non-PEO NEOs | | | | Year | Summary compensation table total for Non-PEO NEOs ($) (1) | Reported Value of ‎Granted Equity Awards ($) | Year End Fair Value of ‎Outstanding and Unvested ‎Equity Awards Granted ‎in the Year ($) | Change in Fair Value of ‎Outstanding and Unvested ‎Equity Awards Granted ‎in Prior Years ($) | Compensation actually paid to Non-PEO NEOs ($) | | 2025 | 538,897 | - | - | - | 538,897 | | 2024 | 550,051 | - | - | - | 550,051 | | 2023 | 527,855 | - | - | - | 527,855 |

  32. Pay Versus Performance

    (1)For the 2025, 2024, and 2023 fiscal years, the Registrant’s Non-PEO NEOs were J. Todd Scruggs and Michael A. Syrek. Because the Company made no equity awards in 2025, 2024, or 2023, no equity award adjustments were required under Item 402(v) of Regulation S-K. Accordingly, compensation “actually paid” equals the amounts set forth in the Summary Compensation Table above.