Douglas Dalton III
About A. Douglas Dalton III
A. Douglas Dalton III (age 44) is an independent director of Bank of the James Financial Group, Inc. (BOTJ), serving on the board since 2016; he is currently a Group One director with a term expiring at the 2028 annual meeting . Dalton is Vice President at English Construction Company, Inc., holds a B.S. in Business Management from Virginia Tech (2003), and previously served on the Board of Directors for the Boys & Girls Club of Greater Lynchburg .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of the James – Altavista Advisory Board | Advisory Board Member | Prior to appointment to Financial’s board (date not specified) | Provided local market insight before joining Financial’s board |
| Boys & Girls Club of Greater Lynchburg | Director (prior service) | Not disclosed | Community engagement; local networks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| English Construction Company, Inc. | Vice President | Current | Brings project management, construction industry knowledge, and local economic insight |
Board Governance
- Role/tenure: Group One director; board service since 2016; current term to 2028 .
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Not listed as a member of the Financial-level Audit, Executive, Nominating, or Compensation Committees for 2024 (rosters detailed below) .
- Attendance: In 2024, every director attended at least 75% of Financial board and committee meetings on which they served; all directors attended the 2024 annual meeting of shareholders .
- Board leadership: Independent chair (Thomas W. Pettyjohn, Jr.) with CEO role held separately by Robert R. Chapman III .
- Governance policies: Clawback policy requiring recovery of excess incentive compensation after certain restatements; anti-hedging policy prohibiting directors/officers/employees from hedging Company equity .
Committee rosters for 2024 (Financial):
- Audit: Petticolas (Chair), Addison (Audit Committee Financial Expert), Daly, Doyle, Jamerson, Langley .
- Executive: Pettyjohn (Chair), Alford, Chapman, Daly, Foster, Langley, Petticolas .
- Nominating: Foster (Chair), Addison, Petticolas .
- Compensation: Pettyjohn (Chair), Addison, Daly, Langley .
Fixed Compensation
- Program structure for non-employee directors (2024): annual cash retainers and meeting fees; no equity awards to non-employee directors .
| Component | Amount (USD) |
|---|---|
| Annual retainer – Chairman | $12,000 |
| Annual retainer – Vice Chairman | $10,000 |
| Annual retainer – All other directors | $8,000 |
| Committee chair retainers: Loan (Bank-only) | $4,000 |
| Committee chair retainers: Audit, Executive, Compliance (Bank-only) | $3,000 |
| Committee chair retainers: Compensation, Nominating | $2,000 |
| Board meeting fee – Chairman | $2,000 per meeting |
| Board meeting fee – Vice Chairman | $1,500 per meeting |
| Board meeting fee – All other directors | $1,000 per meeting (or $1,200 total if Bank and Financial meet same day) |
| Committee meeting fee – All directors | $400 per meeting (or $400 total if Bank and Financial committee meet same day) |
| Non-employee directors eligible for equity awards? | No – not eligible under 2018 Equity Incentive Plan |
| Dalton’s Director Cash Fees | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $18,500 | $20,000 |
Performance Compensation
| Item | Status/Details |
|---|---|
| Equity awards to non-employee directors | Not eligible for awards under the 2018 Equity Incentive Plan |
| Options/RSUs/PSUs to directors | None for non-employee directors (program excludes them) |
| Performance metrics tied to director pay | Not applicable (cash retainers/meeting fees only) |
| Clawback policy applicability | Executive incentive compensation only; policy in place for covered executives |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in Dalton’s bio |
| Private/non-profit boards | Previously served on Boys & Girls Club of Greater Lynchburg board |
| Interlocks/related parties | No Dalton-specific related-party transactions disclosed; related-party section identifies other directors/parties |
Expertise & Qualifications
- Project management and construction industry experience; knowledge of the local economy .
- Business management education (B.S., Virginia Tech, 2003) .
- Prior advisory board service for the Bank (Altavista), indicating engagement with Bank’s local market footprint .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| A. Douglas Dalton III (Director) | 11,353 | <1% (asterisked in table) |
- Record date share count (for context): 4,543,338 common shares outstanding as of March 25, 2025 .
Governance Assessment
- Strengths: Independent director with relevant local and construction-sector expertise; attended at least 75% of 2024 board/committee meetings and was present at the 2024 shareholder meeting; compensation is modest and cash-only with no director equity, limiting misalignment risks from option-heavy pay .
- Alignment: Holds 11,353 shares (albeit <1%), providing some “skin-in-the-game” alongside cash director fees .
- Potential watch items: Not listed on Financial’s standing Audit, Executive, Nominating, or Compensation Committees in 2024, which may limit direct involvement in key oversight forums relative to committee members .
- Conflicts/related parties: Proxy’s related-party transactions do not identify Dalton; disclosed transactions involve other directors/entities, and the board requires disinterested review and arms-length terms for any related-party dealings .