John Alford Jr.
About John R. Alford Jr.
John R. Alford Jr., 64, is a long-serving director of Bank of the James Financial Group, Inc., having joined the board in 2009. He is a shareholder at Caskie & Frost, P.C. (Lynchburg) with a practice spanning corporate law, commercial transactions, real estate, estate planning, and administration. He holds a B.A. in Economics from the University of Virginia and a J.D. from Washington & Lee University School of Law.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Lynchburg Community Foundation | Former Board Member | Not disclosed | Community governance experience |
| Sweet Briar College | Former Board Member | Not disclosed | Higher education governance |
| Boonsboro Country Club | Former President; Former Board Member | Not disclosed | Organizational leadership |
| James River Day School | Former Trustee | Not disclosed | Education oversight |
| Alliance for Families & Children | Former Chairman and Board Member | Not disclosed | Social services governance |
| Bank of the James (Lynchburg Advisory Board) | Advisory Board Member (prior to Financial board) | Not disclosed | Local market insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caskie & Frost, P.C. (Law firm) | Shareholder; Attorney (corporate, commercial, real estate; estate planning/administration) | Not disclosed | Legal expertise and business network |
Board Governance
- Committee assignments: Executive Committee member; not listed on Audit, Compensation, or Nominating Committees for 2024.
- Independence: Not included in the board’s list of “independent” directors; specifically, does not qualify as independent for audit committee purposes because his law firm represents Financial/Bank and is compensated.
- Board leadership: CEO and Chair roles are split; Chair is an independent director (Thomas W. Pettyjohn, Jr.).
- Attendance: Board met 12 times in 2024; each director attended at least 75% of board and committee meetings on which they served; all directors attended the 2024 Annual Meeting.
Fixed Compensation
| Component | Amount | Applies To | Notes |
|---|---|---|---|
| Annual Retainer – Chairman | $12,000 | Director role | Cash retainer |
| Annual Retainer – Vice Chairman | $10,000 | Director role | Cash retainer |
| Annual Retainer – All Other Directors | $8,000 | Director role | Cash retainer |
| Committee Chair Retainer – Loan (Bank) | $4,000 | Committee chair | Cash retainer |
| Committee Chair Retainer – Audit/Executive/Compliance (Bank) | $3,000 | Committee chair | Cash retainer |
| Committee Chair Retainer – Compensation/Nominating | $2,000 | Committee chair | Cash retainer |
| Board Meeting Fee – Chairman | $2,000 per meeting | Board | Cash fee |
| Board Meeting Fee – Vice Chairman | $1,500 per meeting | Board | Cash fee |
| Board Meeting Fee – All Other Directors | $1,000 per meeting | Board | Cash fee |
| Same-day Financial & Bank Board Meetings | $1,200 total | Board | Combined fee |
| Committee Meeting Fee – All Directors | $400 per meeting | Committees | Cash fee |
| Same-day Financial & Bank Committee Meetings | $400 total | Committees | Combined fee |
| Non-employee Directors Eligible for Equity Awards | No | Directors | Not eligible under 2018 Equity Incentive Plan |
| Director | 2024 Fees Earned or Paid in Cash ($) |
|---|---|
| John R. Alford, Jr. | $35,000 |
Performance Compensation
| Metric/Vehicle | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/options) to non-employee directors | None | Non-employee directors not eligible under 2018 Equity Incentive Plan |
| Performance-based cash for directors | Not disclosed | No director performance plan disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict | Notes |
|---|---|---|---|
| Public company boards | None disclosed | N/A | No public company directorships disclosed in proxy |
| Caskie & Frost, P.C. | Shareholder; Law firm serving Financial/Bank at times | Related-party exposure; independence limitation for audit committee | Law firm has accepted compensation for services to Financial/Bank |
Expertise & Qualifications
- Legal expertise in corporate law, commercial transactions, real estate, and estate planning/administration; strong business network and local market ties.
- Education: B.A. in Economics (UVA); J.D. (Washington & Lee University School of Law).
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class | Notes |
|---|---|---|---|
| John R. Alford, Jr. | 25,000 | <1% | Includes 3,310 shares held by his wife |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure in proxy |
| Hedging policy | Prohibited | — | Directors prohibited from hedging company stock |
Governance Assessment
- Independence and conflicts: His law firm’s compensated representation of Financial/Bank disqualifies him from audit committee independence and he is not listed among independent directors—this is a potential conflict and a governance risk that merits monitoring. RED FLAG.
- Committee influence: Executive Committee membership concentrates decision authority between board meetings; when combined with related-party exposure, oversight rigor should be scrutinized.
- Alignment: Director pay is cash-only and non-employee directors are ineligible for equity awards, limiting equity alignment relative to best practices.
- Attendance and engagement: Meets minimum attendance thresholds and attended the Annual Meeting—baseline engagement signal.
- Policies: Anti-hedging policy in place; clawback policy applies to covered executives (not specifically directors)—risk management positive.
- Related-party ecosystem context: The company discloses ordinary-course insider lending under Regulation O and a material lease with a director-controlled entity (Jamesview). While not tied to Alford, it underscores a broader related-party environment that heightens the importance of robust conflict controls.
Implications for investors: The audit committee independence limitation tied to Alford’s law firm is a meaningful governance consideration; investors should monitor committee assignments going forward, any expansion of related-party services, and whether BOTJ enhances director equity alignment or ownership guidelines to strengthen shareholder alignment.