Lydia Langley
About Lydia K. Langley
Lydia K. Langley, 60, is an independent director of Bank of the James Financial Group, Inc. (Group Two), serving since 2015, with her current term expiring at the 2026 Annual Meeting . A Lynchburg native, she is the retired owner of Langley Rentals (28 years) and holds a B.A. from the University of Virginia and a Master of Administration from the University of Lynchburg; her background centers on operating a rental real estate business and local real estate market expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Langley Rentals | Owner | 28 years | Operated residential rental business; local real estate knowledge contribution to BOTJ board |
| City of Lynchburg Planning Commission | Commissioner | 9 years | City planning oversight; community and regulatory experience |
| Lynchburg Police Foundation | Original Member | Not disclosed | Community safety/oversight engagement |
| The Ellington (board) | Director (prior) | Not disclosed | Prior board experience |
| Bank of the James – Lynchburg Advisory Board | Advisory Board Member | 5 years (pre-appointment) | Provided local market input before joining Financial’s board |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships are disclosed in the proxy |
| Non-profit/Local/Private | See Past Roles | See Past Roles | Community and advisory roles noted above; no public company interlocks disclosed |
Board Governance
- Independence: The board determined Ms. Langley is independent under NASDAQ Rule 5605(a)(2) .
- Committee assignments (2024): Audit Committee (member); Compensation Committee (member); Executive Committee (member); not a chair of any committee .
- Attendance: The 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 of Shareholders .
- Board leadership context: BOTJ separates CEO and Chair; the Chair (independent) was Thomas W. Pettyjohn, Jr. (retiring at 2025 meeting) .
- Diversity context: Board has 13 directors, including 2 women; Ms. Langley is one of two female directors as of April 8, 2025 .
Fixed Compensation
Standard director fee framework (non-employee directors):
| Fee Element | Amount |
|---|---|
| Annual retainer – Chairman of the Board (Financial) | $12,000 |
| Annual retainer – Vice Chairman of the Board (Financial) | $10,000 |
| Annual retainer – All other directors (Financial) | $8,000 |
| Annual retainer – Loan Committee Chair (Bank) | $4,000 |
| Annual retainer – Audit, Executive, Compliance Chairs (Bank) | $3,000 |
| Annual retainer – Compensation, Nominating Chairs | $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 Financial & Bank boards same day) |
| Committee meeting fee – All directors | $400 per meeting (or $400 total if Financial & Bank committees same day) |
2024 director compensation – Ms. Langley:
| Component | 2024 Amount |
|---|---|
| Fees earned/paid in cash | $39,400 |
| Option awards | $0 (non-employee directors not eligible under 2018 plan) |
| Non-equity incentive comp | $0 |
| All other compensation | $0 |
| Total | $39,400 |
Notes:
- Non-employee directors are not eligible for equity awards under the 2018 Equity Incentive Plan .
- Aggregate fees paid to non-employee directors in 2024 were approximately $347,900 .
Performance Compensation
| Item | Status / Details |
|---|---|
| Equity awards to non-employee directors | Not eligible under 2018 Equity Incentive Plan |
| Director performance-based pay | Not disclosed; director comp consists of cash retainers and meeting fees |
| Equity grants (company-wide context) | No equity awards granted in 2024; Named Executive Officers had no outstanding equity awards; none applicable to directors |
Other Directorships & Interlocks
| Type | Entity | Role | Interlock/Conflict Consideration |
|---|---|---|---|
| Public company board | None disclosed | — | No public company interlocks disclosed for Ms. Langley |
| Non-profit/local | Lynchburg Police Foundation; City Planning Commission; The Ellington board (prior) | Member/Commissioner/Director | No related-party transactions disclosed involving Ms. Langley in 2024 |
Expertise & Qualifications
- Real estate operations and valuation: 28 years operating a residential rental property business; expertise in local real estate values .
- Community/government experience: 9-year Planning Commission tenure; foundational involvement in local civic organizations .
- Education: B.A. (University of Virginia); Master of Administration (University of Lynchburg) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Lydia K. Langley | 101,370 | 2.23% |
Additional ownership alignment and policies:
- Anti-hedging policy: Directors, officers, employees are prohibited from hedging the Company’s equity securities .
- Stock ownership guidelines for directors: Not explicitly disclosed; the Nominating Committee considers “share ownership” as a criterion in board candidate evaluation .
- Pledging: No pledging policy disclosure identified; no pledging by Ms. Langley disclosed in the proxy .
- Insider loans: BOTJ discloses aggregate insider loans under Regulation O; no person-specific loan details are provided, and no adverse classifications are reported .
Governance Assessment
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Strengths
- Independent director with meaningful equity stake (2.23%), indicating strong alignment with shareholders .
- Serves on Audit and Compensation Committees and the Executive Committee, providing oversight across financial reporting, pay, and strategic matters .
- Board-wide attendance met thresholds; all directors (including Ms. Langley) attended at least 75% of meetings and the 2024 Annual Meeting, supporting engagement .
- Anti-hedging policy covers directors, supporting alignment and discouraging risk-mitigating trades by insiders .
-
Watch items
- No explicit director stock ownership guideline disclosed; while Ms. Langley’s holdings are substantial, absence of a formal guideline reduces structural alignment incentives for all directors .
- Board-level related-party transactions (e.g., headquarters lease with entity owned by another director) exist; none involve Ms. Langley but present a general governance sensitivity requiring continued independent oversight by directors like Ms. Langley .
- Gender diversity remains limited (2 women of 13), though Ms. Langley contributes to diversity; continued refreshment may improve governance optics and decision-making breadth .
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Red flags (none specific to Ms. Langley in 2024)
- No related-party transactions involving Ms. Langley are disclosed; no delinquent Section 16 filings are reported for directors .
- Not a committee chair; influence relies on active participation rather than formal leadership roles .
Overall: Ms. Langley is an independent, engaged director with deep local real estate expertise and a sizable ownership position. Her committee roles, attendance, and anti-hedging coverage support investor confidence; the absence of director equity awards and formal ownership guidelines is partly offset by her personal stake, while board-wide related-party arrangements underscore the importance of her independent oversight .