Michael Syrek
About Michael Syrek
Michael A. Syrek, 53, is President of Bank of the James, appointed in October 2021 after serving as EVP and Chief Lending Officer since 2012; prior roles include President of SunTrust Bank’s Lynchburg region and commercial team leader supervising relationship managers across central and western Virginia and West Virginia. He holds a B.S. in Accounting from James Madison University . Company performance context: BOTJ’s reported net income was $7,994,000 in 2024 vs. $8,704,000 in 2023 and $8,959,000 in 2022, while total shareholder return index values rose to 135.58 in 2024 from 105.29 in 2023 and 79.11 in 2022 . BOTJ maintains a clawback policy for excess incentive compensation upon accounting restatements and prohibits hedging of company stock by insiders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of the James (BOTJ) | President of the Bank | Oct 2021–present | Senior executive leadership of bank operations |
| Bank of the James (BOTJ) | EVP & Chief Lending Officer | 2012–2021 | Led commercial lending; supervised relationship managers |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SunTrust Bank (Lynchburg region) | President; Commercial Team Leader | Prior to 2012 | Led regional commercial banking; supervised commercial RMs across central/western VA and WV |
Fixed Compensation
| Year | Base Salary ($) | Bonus Paid ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2023 | 294,819 | 100,000 | 126,344 (includes 401k match, life premiums, SERP expense) | 521,154 |
| 2024 | 312,499 | 125,000 | 73,506 (includes 401k match, life premiums, SERP expense) | 511,005 |
SERP expense detail for Mr. Syrek: $113,971 (2023) and $60,408 (2024) recognized in “All Other Compensation” .
Performance Compensation
| Metric/Plan | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Discretionary Performance Bonus (2024) | Not disclosed | Not disclosed | $125,000 | Immediate (cash) | No formal bonus plan; Compensation Committee used Pearl Meyer’s 2023 benchmarking and a proposed bonus matrix as guidance; not formally adopted |
| Equity Awards (RSUs/PSUs/Options) | — | — | None granted 2022–2024; no outstanding awards | — | Plan exists but unused; options must be FMV; grants only in open windows |
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 14,650 | Includes 1,000 jointly owned with spouse and 1,650 owned by spouse |
| Ownership (% of outstanding) | <1% (asterisk in proxy) | Shares outstanding 4,543,338 at 3/25/2025 |
| Outstanding equity awards | 0 | No RSUs/PSUs/options outstanding |
- Anti-hedging policy prohibits hedging transactions by directors, officers, employees, and agents .
- Clawback policy requires recovery of excess incentive compensation for the three years preceding an accounting restatement .
Employment Terms
| Provision | Trigger/Event | Payment | Timing/Term | Source |
|---|---|---|---|---|
| Salary Continuation Agreement (retirement/death while employed) | Normal retirement at age 65 or death while employed | Lump sum $1,488,393; plus $65,281 annually for 15 years | Lump sum within 90 days; annuity monthly for 15 years | |
| Salary Continuation Agreement (early termination pre-65, not for cause/death/disability/CoC) | Termination pre-65 | Lump sum equal to Early Termination benefit (per Schedule A); plus annual payment per Second Amendment | Lump sum within 90 days; monthly payments begin within 90 days | |
| Salary Continuation Agreement (disability pre-65) | Disability pre-65 | Lump sum equal to sum of Disability benefits (Schedules A) | Paid within 90 days after reaching age 65 | |
| Change in Control (within 24 months post-CoC) | CoC termination | Lump sum $932,635; plus $41,037 annually for 15 years | Lump sum within 90 days; annuity monthly for 15 years | |
| Funding | — | Bank-owned life insurance | — | |
| Agreements history | — | Original (2013 for Syrek); First Amendment effective 10/1/2016; Second Amendment effective 1/1/2023 | — |
No separate employment agreement; payments upon retirement/termination/change-in-control are governed by Salary Continuation Agreements .
Pay vs Performance Context (Company-level)
| Year | TSR Index Value | Net Income ($000s) |
|---|---|---|
| 2022 | 79.11 | 8,959 |
| 2023 | 105.29 | 8,704 |
| 2024 | 135.58 | 7,994 |
- Relationship summary: 2023→2024 TSR rose 29.96% while net income decreased by $760,000 (8.16%) . PEO and NEO compensation “actually paid” equaled disclosed totals due to no equity award adjustments in 2022–2024 .
Investment Implications
- Cash-heavy pay mix with no equity grants and small personal shareholding (<1%) limits alignment leverage from equity; incentives are primarily salary, discretionary cash bonus, and SERP-style deferred benefits .
- Discretionary bonuses without disclosed performance metrics and rising bonuses alongside net income declines may raise pay-for-performance alignment scrutiny; BOTJ notes the Compensation Committee used Pearl Meyer’s 2023 benchmarking matrix as guidance, but did not formally adopt it .
- Retention risk appears mitigated by material, multi-trigger SERP benefits (retirement/death, disability, early termination, and change-in-control), including meaningful lump sums and 15-year annuities, funded via bank-owned life insurance .
- Insider selling pressure from vesting is likely minimal near term given no outstanding equity awards; hedging is prohibited, and no pledging disclosures are provided in the proxy .
- Governance safeguards include a clawback policy and anti-hedging policy; no employment agreement reduces fixed obligations beyond the SERP framework .