DEF 14A of Bank Of The James Financial Group Inc, Apr 8, 2025

DEF 14A of Bank Of The James Financial Group Inc

Filed Apr 8, 2025 · FY20240001562762-25-000077

Open on EDGAR

  1. NOMINEES AND CONTINUING DIRECTORS

    NOMINEES AND CONTINUING DIRECTORS

  2. Nominees

    Nominees Set forth below is certain information concerning the nominees.

  3. Nominees

    | Nominees | | | | | | | | | | Name | Age (1) | | Position with Financial | | Director Since (2) | | Group | Term to Expire | | A. Douglas Dalton III | 44 | | Director | | 2016 | | One | 2028 | | Watt R. Foster, Jr. | | 65 | | Director | 2005 | One | | 2028 | | Phillip C. Jamerson | | 66 | | Director | 2016 | One | | 2028 |

  4. Nominees

    (1)As of March 25, 2025. (2)All of the directors of Financial 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 Financial whose current term expires at the Annual Meeting. Each nominee has agreed to serve if elected.

  5. Continuing Directors

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

  6. Continuing Directors

    | Continuing Directors | | | | | | | Name | Age (1) | Position with Financial | Director Since (2) | Group | Current Term Expires | | Robert R. Chapman III | 62 | Director; President of Financial, Chief Executive Officer of the Bank; Director of Pettyjohn, Wood & White, Inc. | 1998 | Two | 2026 | | Julie P. Doyle | 61 | Director | 2011 | Two | 2026 | | Lydia K. Langley | 60 | Director | 2015 | Two | 2026 | | Augustus A. Petticolas, Jr. | 76 | Director | 2005 | Two | 2026 | | Lewis C. Addison | 73 | Director | 2006 | Three | 2027 |

  7. Continuing Directors

    | John R. Alford, Jr. | 64 | Director | 2009 | Three | 2027 | | William C. Bryant III | 60 | Director | 2005 | Three | 2027 | | J. Todd Scruggs | 57 | Director; Secretary-Treasurer of Financial, Executive Vice President and Chief Financial Officer of the Bank; Chairman of the Board of Directors of Pettyjohn, Wood & White, Inc. | 2007 | Three | 2027 |

  8. Continuing Directors

    (1)As of March 25, 2025. (2)All of the directors of Financial 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.

  9. Nominees to the Board

    Nominees to the Board A. Douglas Dalton III, 44, 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 for Bank of the James for several years before being appointed to Financial’s board of directors. 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., 65, 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, 66 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.

  10. Directors Continuing in Office

    Directors Continuing in Office Robert R. Chapman III, 62, serves as the President of Financial 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 Financial 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 Bank of the James 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. Dr. Augustus A. Petticolas, Jr., 76, 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 Bank of the James 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. Julie P. Doyle, 61, 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 immediate 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, 60, 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 Bank of the James for five years before being appointed to the board of Financial. 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. Lewis C. Addison, 73, 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 2023 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 Financial’s audit committee financial expert under SEC guidelines. John R. Alford, Jr., 64, 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 directors of Financial, 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, 60, 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.

  11. Directors Continuing in Office

    J. Todd Scruggs, 57, is the Secretary-Treasurer of Financial and Executive Vice President and Chief Financial Officer of the Bank. He also serves as the Chairman of the Board of Directors of Pettyjohn, Wood & White, Inc. Mr. Scruggs was a co-organizer of the Bank and has served as its Chief Financial Officer since its formation in 1999. Prior to serving as an organizer for the Bank, Mr. Scruggs worked at Crestar Investment Group, where he was a Financial Consultant and an Investment Representative. Mr. Scruggs has a Bachelor of Science in Commerce from the University of Virginia McIntire School of Commerce. Mr. Scruggs also graduated from the University of South Carolina School of Graduate Bank Investment Management. Mr. Scruggs is Secretary of both Financial and the Bank. He currently serves on the board of the E.C. Glass Foundation, and previously served on the board of Boonsboro Country Club and was involved with the Ways to Work Program at HumanKind. Mr. Scruggs has experience in preparing and reviewing complex financial information, investment, asset/liability management, interacting with institutional investors, and regulatory matters.

  12. Committee Meeting Attendance Fees

    | ‎ ‎Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compen-sation ($) | Total ($) | | Lewis C. Addison | $25,000 | - | - | - | $25,000 | | John R. Alford, Jr. | 35,000 | - | - | - | 35,000 | | William C. Bryant III | 27,400 | - | - | - | 27,400 | | Robert R. Chapman III (1) | - | - | - | - | - | | A. Douglas Dalton III | 20,000 | - | - | - | 20,000 | | James F. Daly | 32,600 | - | - | - | 32,600 | | Julie P. Doyle | 24,200 | - | - | - | 24,200 | | Watt R. Foster, Jr. | 30,800 | - | - | - | 30,800 | | Phillip C. Jamerson | 22,000 | - | - | - | 22,000 | | Lydia K. Langley | 39,400 | - | - | - | 39,400 | | Augustus A. Petticolas, Jr. | 40,500 | - | - | - | 40,500 | | Thomas W. Pettyjohn, Jr. | 51,000 | - | - | - | 51,000 | | J. Todd Scruggs (1) | - | - | - | - | - | | Total | $347,900 | - | - | - | $347,900 |

  13. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

  14. Summary Compensation Table—2024

    Summary Compensation Table—2024

  15. Summary Compensation Table—2024

    | | Annual Compensation | | | Long Term Compensation | | Total ($) | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Awards Options/ SARS (#) | All Other Compen-sation ($) | | | Robert R. Chapman III (1) President of Financial and CEO of the Bank | 2024 | 400,555 | 150,000 | - | 191,198 | 741,753 | | | 2023 | 340,898 | 115,000 | - | 108,258 | 564,156 | | J. Todd Scruggs (2) Secretary-Treasurer of Financial and EVP and CFO of the Bank | 2024 | 321,518 | 125,000 | - | 66,405 | 512,923 | | | 2023 | 301,894 | 100,000 | - | 72,566 | 474,560 | | Michael A. Syrek (3), President of the Bank | 2024 | 312,499 | 125,000 | - | 73,506 | 511,005 | | | 2023 | 294,819 | 100,000 | - | 126,344 | 521,154 |

  16. Summary Compensation Table—2024

    (1)“All Other Compensation” consists entirely of matching contributions made under the Bank’s 401(k) plan and life insurance premiums, and $178,503 and $96,611 expensed by the Bank under Mr. Chapman’s Salary Continuation Agreement in 2024 and 2023, respectively. (2)“All Other Compensation” consists entirely of matching contributions made under the Bank’s 401(k) plan and life insurance premiums, and $52,931 and $58,284 expensed by the Bank under Mr. Scruggs’ Salary Continuation Agreement in 2024 and 2023, respectively. (3)“All Other Compensation” consists entirely of matching contributions made under the Bank’s 401(k) plan and life insurance premiums, and $60,408 and $113,971 expensed by the Bank under Mr. Syrek’s Salary Continuation Agreement in 2024 and 2023, respectively.

  17. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End Financial did not make any awards under the Equity Incentive Plan in 2024. The Named Executive Officers have no outstanding equity awards.

  18. Pay Versus Performance

    Pay Versus Performance The following table presents certain information regarding compensation paid and certain financial measures for the years ended December 31, 2024, 2023, and 2022 for the PEO and other NEOs, as disclosed in the Summary Compensation table above.

  19. 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($) (4) | Net Income($)(5) (000’s) | | 2024 | 741,753 | 741,753 | 511,964 | 511,964 | 135.58 | 7,994 | | 2023 | 564,156 | 564,156 | 497,857 | 497,857 | 105.29 | 8,704 | | 2022 | 617,413 | 617,413 | 457,207 | 457,207 | 79.11 | 8,959 |

  20. Pay Versus Performance

    (1)Robert R. Chapman III was the Registrant’s Principal Executive Officer (PEO) for each of the 2023 and 2022 fiscal years. (2) For the 2022 fiscal year, the Registrant’s Non PEO NEOs were J. Todd Scruggs, Michael A. Syrek, and Harry P. Umberger and for the 2023 fiscal year, the Registrant’s Non PEO NEOs were J. Todd Scruggs and Michael A. Syrek. In 2022, the compensation actually paid to Mr. Umberger was $384,616. (3)No adjustments were required by Item 402(v) of Regulation S-K to total compensation for either 2024. 2023, or 2022 in determining compensation actually paid. (4)In our 2024 proxy statement, due to an administrative error involving incorrect stock price data, we inadvertently reported our Total Shareholder Return (TSR) for 2022. We corrected the error and the correct number is reported above. This error was confined solely to the TSR disclosure and did not influence executive compensation decisions or other disclosures, as the Compensation Committee reviewed and utilized accurate data in their evaluations. We have implemented additional controls to prevent similar mistakes in the future. (5)As reported on Registrant’s Consolidated Statements of Income for the applicable fiscal reporting year, as provided under Part II Item 8 of Registrant’s Annual Report on Form 10-K. As set forth in the following tables, there were no equity award adjustments for either the PEO or the non-PEO NEOs.

  21. Pay Versus Performance

    | | | | Equity Award Adjustments | | | | 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 ($) | | 2024 | 741,753 | - | N/A | N/A | 741,753 | | 2023 | 564,156 | - | N/A | N/A | 564,156 | | 2022 | 617,413 | - | N/A | N/A | 617,413 |

  22. Pay Versus Performance

    | | | | Equity Award Adjustments | | | | 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 ($) | | 2024 | 511,964 | - | N/A | N/A | 511,964 | | 2023 | 497,857 | - | N/A | N/A | 497,857 | | 2022 | 457,207 | - | N/A | N/A | 457,207 |

  23. Pay Versus Performance

    (1)For the 2022 fiscal year, the Registrant’s Non PEO NEOs were J. Todd Scruggs, Michael A. Syrek, and Harry P. Umberger and for the 2023 and 2024 fiscal years, the Registrant’s Non PEO NEOs were J. Todd Scruggs and Michael A. Syrek. In 2022, the compensation actually paid to Mr. Umberger was $384,616. Under our 2018 Equity Incentive Plan, financial performance goals are established by the Compensation Committee and the Board of Directors in connection with certain grants. Because we made no grants in 2022, 2023, or 2024, no goals were established in those years. Compensation “actually paid” equals the amounts set forth in the Summary Compensation Table above, as no equity or other adjustments per Item 402(v) applied.