Lewis Addison
About Lewis C. Addison
Lewis C. Addison, 73, is an independent director (Group Three) of Bank of the James Financial Group, Inc. (BOTJ), serving since 2006; his current term expires in 2027. He is retired Senior Vice President/Chief Financial Officer and Treasurer of Centra Health, Inc., holds a bachelor’s degree in Business (Accounting major) from Virginia Tech, is a former Certified Public Accountant, and was named the board’s Audit Committee Financial Expert under SEC guidelines. Background leadership includes chair roles at Piedmont Community Health Plan (2015–2023) and the Industrial Development Authority of the Town of Amherst, and past president of the Virginia Chapter of HFMA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centra Health, Inc. | Senior Vice-President/Chief Financial Officer and Treasurer | Various roles since 1979; retired (dates not fully specified) | Extensive experience in complex financial matters; expertise supports Audit Committee Financial Expert designation |
| Industrial Development Authority of the Town of Amherst | Chairman (former) | Not disclosed | Public-sector finance and development oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Community Health Plan, Inc. | Chairman of the Board | 2015–2023 | Governance oversight in healthcare plan operations |
| Virginia Chapter of HFMA | Past President | Not disclosed | Professional finance leadership in healthcare sector |
Board Governance
| Attribute | Details |
|---|---|
| Board status | Independent director under NASDAQ Rule 5605(a)(2) |
| Director since / Term | Director since 2006; Group Three; current term expires 2027 |
| Committee memberships (2024) | Audit (member; Audit Committee Financial Expert), Compensation (member), Nominating (member) |
| Committee chairs | None (Audit Chair: Augustus A. Petticolas Jr.; Nominating Chair: Watt R. Foster, Jr.; Compensation Chair: Thomas W. Pettyjohn Jr.) |
| Meeting attendance | Board held 12 meetings in 2024; each director attended at least 75% of board/committee meetings on which they serve |
| Audit Committee activity | Audit Committee held 4 meetings in 2024; all members qualified as independent under Nasdaq/SEC/Rule 10A-3 |
| Anti-hedging policy | Directors prohibited from hedging company stock under Trading Restriction Policy |
| Clawback policy | Company adopted clawback policy (applies to covered executives upon restatements) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $25,000 | Addison total director cash fees |
| Option Awards | $0 | Non-employee directors not eligible for the 2018 Equity Incentive Plan |
| Non-Equity Incentive Plan Compensation | $0 | No director non-equity incentive comp disclosed |
| All Other Compensation | $0 | No other director compensation disclosed |
Director fee schedule (standard, 2024):
- Annual retainer: Chairman $12,000; Vice Chairman $10,000; All other directors $8,000
- Committee chair retainers: Loan (Bank) $4,000; Audit/Executive/Compliance (Bank) $3,000; Compensation/Nominating $2,000
- Board meeting fees: Chairman $2,000; Vice Chairman $1,500; All other directors $1,000; $1,200 total if Financial & Bank meetings same day
- Committee meeting attendance fees: $400 per meeting; $400 total if Financial & Bank committees same day
Performance Compensation
| Metric/Vehicle | Status | Detail |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) to directors | Not applicable | Non-employee directors are not eligible under the 2018 Equity Incentive Plan; no director equity awards in 2024 |
| Performance metrics tied to director pay | Not applicable | No director performance-linked compensation disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None disclosed in biography |
| Private/non-profit/academic boards | Piedmont Community Health Plan (Chairman, 2015–2023); Industrial Development Authority of Town of Amherst (former Chairman) |
| Interlocks/potential conflicts | None specific to Addison disclosed. Related party lease with entity owned by another director (Bryant) and insider loans aggregate disclosed; no Addison-specific transactions identified |
Expertise & Qualifications
- Financial and accounting leadership as retired CFO/Treasurer; CPA (former); Audit Committee Financial Expert designation .
- Education: Bachelor’s in Business, Accounting major, Virginia Tech .
- Healthcare finance leadership: Past President, Virginia Chapter of HFMA; Chairman roles in healthcare plan governance .
- Independence: Board determined Addison independent under NASDAQ rules; also independent for Audit Committee purposes .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Lewis C. Addison (Director) | 18,647 | <1% (based on 4,543,338 shares outstanding) |
| Shares outstanding reference | 4,543,338 | Total shares used in % calculation |
- No disclosure of pledged shares for Addison; anti-hedging policy prohibits hedging of company stock by directors .
- Section 16(a) compliance: Company states directors/officers complied with filing requirements for fiscal 2024 .
Governance Assessment
- Strengths: Addison’s designation as Audit Committee Financial Expert and independence support board oversight quality; active service on Audit, Compensation, and Nominating committees indicates broad governance engagement. Board/committee attendance thresholds met; Audit Committee independence confirmed and met frequently in 2024 (four meetings) .
- Alignment: Addison holds 18,647 shares (<1%); directors are paid in cash only and are ineligible for equity grants, so ownership alignment stems from personal holdings rather than annual equity awards—a mixed signal relative to typical equity-linked director pay structures .
- Conflicts: No Addison-specific related-party transactions disclosed; broader related-party lease involves another director (Bryant), with approval processes described—oversight mitigates but remains a board-level conflict to monitor, not attributable to Addison .
- Attendance and engagement: Board met 12 times; each director attended at least 75%—acceptable but not quantified per individual (committee meeting fees suggest active participation) .
RED FLAGS to monitor
- Cash-only director compensation (no equity grants) may limit direct alignment with TSR versus peers that grant equity to directors; Addison’s personal holdings partially offset this but are relatively modest in % terms .
- Board-level related party lease (with another director’s entity) creates perceived conflict; while approvals and market terms are described, continued oversight is prudent .
Overall, Addison’s independence, audit expertise, and multidimensional committee roles are positives for investor confidence; alignment relies on personal share ownership due to cash-only director compensation regime. Continued monitoring of board-level related party exposures (non-Addison) is advisable .