Phillip Jamerson
About Phillip C. Jamerson
Phillip C. Jamerson (age 66 as of March 25, 2025) is Vice President and Owner of Jamerson Building Supply and Jamerson Real Estate, and the past co-owner and CEO of Jamerson-Lewis Construction. He holds a B.S. in Building Construction from Virginia Tech (1981) and has served on the board of Bank of the James Financial Group, Inc. since 2016; he is nominated to continue as a Group One director with a term expiring in 2028 and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jamerson-Lewis Construction | Past co-owner & CEO | Not disclosed | Led construction operations; brings project management expertise |
| Jamerson Building Supply | Vice President & Owner | Not disclosed | Business operations, real estate purchase/development |
| Jamerson Real Estate | Owner | Not disclosed | Real estate purchase/development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Courtland Park Foundation | Board Member | Not disclosed | Community non-profit board service |
| Wolfbane Theater | Board Member | Not disclosed | Arts non-profit board service |
| Lynchburg Humane Society | Prior Board & Executive Committee Member | Not disclosed | Prior community leadership |
| Appomattox Economic Development Agency | Prior Board Member | Not disclosed | Prior regional economic development involvement |
| Region 2000 Workforce Development Board | Prior Board Member | Not disclosed | Prior workforce development involvement |
| Patrick Henry Family Services | Prior Board Member | Not disclosed | Prior non-profit governance |
Board Governance
- Independence: Board determined Jamerson is an independent director under Nasdaq Rule 5605 and SEC rules .
- Committees: Member, Audit Committee; not listed on Executive, Nominating, or Compensation Committees; no chair roles identified .
- Attendance: Board met 12 times in 2024; each director attended at least 75% of board and applicable committee meetings; Audit Committee met 4 times in 2024 .
- Engagement: All directors attended the 2024 Annual Meeting of Shareholders .
- Board leadership: Independent chairman (Thomas W. Pettyjohn, Jr.); CEO and Chair roles are split; Audit Committee is fully independent with six members .
Fixed Compensation
| Item | FY 2024 Amount |
|---|---|
| Fees earned or paid in cash (Phillip C. Jamerson) | $22,000 |
Director fee schedule context (non-employee directors):
| Fee Type | FY 2024 Standard Amount |
|---|---|
| Annual Retainer – Chairman | $12,000 |
| Annual Retainer – Vice Chairman | $10,000 |
| Annual Retainer – All Other Directors | $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 |
| Combined Fee (Financial & Bank board same day) | $1,200 total |
| Committee Meeting Fee – All Directors | $400 per meeting; $400 total if same day (Financial & Bank committees) |
Additional compensation notes:
- Non-employee directors are not eligible for awards under the 2018 Equity Incentive Plan; director compensation is cash-only .
Performance Compensation
- No equity or performance-based awards to non-employee directors (including RSUs, PSUs, options); directors are ineligible under the 2018 plan .
- Company anti-hedging policy prohibits directors from hedging Company stock, supporting alignment .
Other Directorships & Interlocks
| Company Type | Entity | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | None disclosed | — | None disclosed |
| Private/non-profit | Courtland Park Foundation | Board Member | No related-party transactions disclosed |
| Private/non-profit | Wolfbane Theater | Board Member | No related-party transactions disclosed |
| Prior private/non-profit | Multiple (see External Roles) | Board/Committee roles | No related-party transactions disclosed |
- Related-party context: Board-level RPTs include Bank leasing HQ space from an entity owned by director William C. Bryant III (~$415,000 rent in 2024); no such transactions are attributed to Jamerson. Insider loans aggregate $10.38 million outstanding to directors/officers/related parties at 12/31/2024; none disclosed as problematic; Jamerson not specifically identified in these balances .
Expertise & Qualifications
- Education: B.S., Building Construction, Virginia Tech (1981) .
- Domain expertise: Construction, real estate purchase and development, project management, local economy knowledge .
- Audit Committee member; audit committee financial expert designation is held by Lewis C. Addison (not Jamerson) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Phillip C. Jamerson | 15,487 | Less than 1% |
Notes:
- Beneficial ownership includes direct/indirect holdings under SEC Rule 13d-3; aggregate directors/officers group ownership: 698,494 shares (15.37%) as of March 25, 2025 .
- No pledging of shares disclosed; anti-hedging policy prohibits hedging by directors . No director stock ownership guidelines disclosed in proxy .
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY 2024 | Not referenced in proxy | Company states directors/officers complied with Section 16(a) reporting requirements in FY 2024; individual Form 4 details not included . |
Governance Assessment
- Independence and committee work: Jamerson is independent and serves on the Audit Committee, supporting board oversight of financial reporting and risk; the Audit Committee is fully independent and met four times in 2024 .
- Attendance and engagement: Board met 12 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting, indicating baseline engagement .
- Compensation alignment: Non-employee directors receive cash compensation only; no equity grants to directors, limiting long-term equity alignment but avoiding dilution; Jamerson earned $22,000 in 2024 .
- Ownership: Jamerson holds 15,487 shares (<1%), providing some skin-in-the-game but below 1% threshold; no pledging disclosed; anti-hedging policy in place .
- Conflicts: No related-party transactions attributed to Jamerson; board-level RPT exists with another director’s entity (HQ lease), and independence exceptions are explicitly noted for those directors; approval processes for RPTs require disinterested board review on arm’s-length terms, reducing conflict risk .
- Policy signals: Company maintains clawback policy for excess incentive compensation and prohibits hedging by directors and officers, supporting governance quality .
RED FLAGS:
- Modest personal ownership (<1%) may limit economic alignment versus larger holdings by some peers .
- Board-level related-party lease with another director (not Jamerson) is a standing conflict to monitor, though disclosed and approved via process; independence exceptions are acknowledged .
Overall, Jamerson’s independence, Audit Committee participation, construction/real estate expertise, and compliant attendance support board effectiveness. The lack of director equity compensation and modest shareholding reduce equity alignment, but anti-hedging, clawback policies, and structured RPT controls are mitigating governance features .