Augustus Petticolas Jr.

About Augustus A. Petticolas, Jr.

Dr. Augustus A. Petticolas, Jr. (age 76) has served on the board of Bank of the James Financial Group, Inc. since 2005 and is currently an independent director in Group Two with a term expiring at the 2026 annual meeting; he chairs the Audit Committee and serves on the Executive and Nominating Committees . He has practiced dentistry in Lynchburg since 1976; he holds a B.A. in English (minor in Biological Sciences and French) from Livingstone College and a Doctor of Dental Surgery from the University of Maryland, with extensive community leadership including founding board member of the Free Clinic of Central Virginia (since 1987) and current board member of the Virginia Health Care Foundation . He previously served on the boards of Centra Health, Inc. and the Greater Lynchburg Community Foundation and was President of the Virginia Board of Dentistry, appointed by three Governors for a total of nine years of service .

Past Roles

External Roles

Board Governance

• Independence: The board determined Dr. Petticolas is an independent director under Nasdaq Rule 5605(a)(2) .
• Committees: Audit Committee Chair; member of Executive Committee; member of Nominating Committee .
• Audit leadership: Signed the 2024 Audit Committee Report as Chair; Audit met 4 times in 2024; Addison designated as Audit Committee Financial Expert .
• Attendance: In 2024, the board held 12 meetings and each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting . In 2023, each director attended at least 75% of meetings; only Ms. Doyle and Mr. Foster missed the 2023 annual meeting (implying Dr. Petticolas attended) .
• Board structure: Independent Chair (Thomas W. Pettyjohn, Jr. in 2024; he retired at the 2025 meeting), CEO/President split from Chair role; risk oversight conducted primarily via Audit Committee .
• Shareholder engagement: Named as one of two proxies on the 2025 proxy card to vote shares at the annual meeting .

Fixed Compensation (Director)

• BOTJ pays non-employee directors cash fees only: annual retainer ($8,000 for directors; $12,000 Chair; $10,000 Vice Chair), committee chair retainers ($3,000 for Audit/Executive/Compliance; $2,000 for Compensation/Nominating; Loan Committee (Bank) $4,000), and per-meeting fees ($1,000 per board meeting for directors, $2,000 Chair, $1,500 Vice Chair; committee meetings $400); combined fee on same-day Financial & Bank meetings is capped ($1,200 board; $400 committee) .
• Non-employee directors are not eligible for awards under the 2018 Equity Incentive Plan .

In 2024, aggregate non-employee director fees totaled ~$347,900; structure remained cash-only with no equity grants to directors .

Performance Compensation (Director)

• Variable/equity compensation: None for non-employee directors; directors are ineligible for the 2018 Equity Incentive Plan; no option or equity awards reported for directors in 2023–2024 .
• Performance metrics for directors: Not applicable/disclosed (director pay is not tied to TSR, revenue, or other performance metrics) .

Other Directorships & Interlocks

• Current public company directorships: None disclosed beyond BOTJ .
• Interlocks/conflicts: No related-party transactions disclosed for Dr. Petticolas; board-level related party items involve other directors (e.g., facility lease with an LLC owned by Director Bryant) and insider participation in 2020 notes, all approved under the board’s related-party policy; no material legal proceedings involving directors .

Expertise & Qualifications

• Financial oversight: Long-tenured Audit Committee Chair overseeing financial reporting, internal controls, enterprise risk, auditor independence, and whistleblower matters .
• Industry/community: Healthcare governance experience (Centra Health/Foundations, Free Clinic, Virginia Health Care Foundation); regulatory leadership (Virginia Board of Dentistry presidency) .
• Education: Livingstone College (B.A., English; minor in Biological Sciences and French); DDS, University of Maryland .

Equity Ownership

Officers and directors as a group owned ~15.34% (2024) and ~15.37% (2025) of shares; directors individually may also hold spousal/related holdings per footnotes, but none noted for Dr. Petticolas beyond the 2,560 shares .

Governance Assessment

• Positives

  • Independent Audit Chair with signed committee report, indicating active oversight of financial reporting and auditor independence; Audit Committee composed entirely of independent directors and supported by a designated financial expert .
  • Consistent attendance above the 75% threshold and participation at annual meetings (2024), signaling engagement; board held 12 meetings in 2024 .
  • Long-tenured community and healthcare governance roles underscore stakeholder ties and policy awareness useful for a regional bank’s risk and community obligations .
  • Anti-hedging policy and clawback policy adopted at the company-level mitigate misalignment and recoupment risk; applicable to directors/executives where relevant .

• Watch items

  • Low direct share ownership (2,560 shares; <1%), and cash-only director compensation (no equity retainer) may limit equity alignment versus peers that use stock retainers or DSUs for directors .
  • Long tenure (on the board since 2005) can raise entrenchment/perceived independence questions in some governance frameworks, though company affirms independence under Nasdaq rules .
  • Company-level related-party transactions exist (e.g., HQ lease with entity owned by another director), but none are attributed to Dr. Petticolas; transactions are reviewed by disinterested directors under policy .

• Signals for investors

  • As Audit Chair and named proxy on the 2025 card, he is central to shareholder-facing governance and risk oversight—favorable for control environment but equity alignment could be strengthened via stock-based board pay or stock ownership guidelines (not disclosed) .
  • Independence reaffirmed in 2025; committee footprint (Audit Chair, Exec, Nominating) suggests material influence on oversight, board composition, and interim decisions between full board meetings .