Todd Scruggs
About Todd Scruggs
J. Todd Scruggs, 57, is Secretary-Treasurer of Bank of the James Financial Group, Inc. (Financial) and Executive Vice President and Chief Financial Officer of Bank of the James (the Bank). He co-organized the Bank and has served as CFO since its formation in 1999. He holds a B.S. in Commerce from the University of Virginia (McIntire) and completed the University of South Carolina School of Graduate Bank Investment Management. He is also Chairman of the Board of Pettyjohn, Wood & White, Inc. .
Company pay-versus-performance data show cumulative TSR improvement 2022→2024 and net income of $7.994M in 2024 (vs. $8.704M in 2023, $8.959M in 2022). Executive bonuses are discretionary (no formal weighted metrics disclosed), and there were no equity grants outstanding, limiting forced-selling risk from vesting calendars .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of the James | Co-organizer; EVP & CFO | 1999–present | Founding finance leader; asset/liability management, investor and regulatory engagement . |
| Financial (Holding Co.) | Secretary-Treasurer; Secretary to the Board | Current | Board governance administration; investor communications . |
| Crestar Investment Group | Financial Consultant; Investment Representative | Pre-1999 | Capital markets, advisory experience brought to community bank formation . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pettyjohn, Wood & White, Inc. | Chairman of the Board | Current | External capital markets/wealth oversight experience . |
| E.C. Glass Foundation | Director | Current | Community engagement; local network . |
| Boonsboro Country Club | Director (prior) | Prior | Community ties and stakeholder outreach . |
| Ways to Work Program at HumanKind | Involved (prior) | Prior | Community finance access advocacy . |
Fixed Compensation
Multi-year compensation for Scruggs (as disclosed):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | 285,000 | 293,550 | 301,894 | 321,518 |
| Bonus ($) | 100,000 | 140,000 | 100,000 | 125,000 |
| All Other Compensation ($) | 78,895 | 61,965 | 72,566 | 66,405 |
| Total ($) | 463,895 | 495,515 | 474,560 | 512,923 |
Notes: “All Other Compensation” includes 401(k) matching, life insurance, and expenses recognized under his Salary Continuation Agreement ($58,284 in 2023; $52,931 in 2024) .
Compensation design and governance:
- No formal annual bonus plan; bonuses are discretionary based on individual/company performance. Compensation mix: base salary, benefits (incl. 401(k)), discretionary bonus, and for certain executives, participation in a Salary Continuation Plan .
- 2018 Equity Incentive Plan exists but no options/RSUs granted to NEOs in 2022–2024; no outstanding equity awards at year-end .
Performance Compensation
Design and payouts:
- Discretionary annual cash bonus (no pre-set formula/weights disclosed). Payouts for Scruggs: $100,000 (2021), $140,000 (2022), $100,000 (2023), $125,000 (2024). Immediate cash; no vesting .
- Company-level “Pay vs Performance” (PEO and NEOs) indicates no equity adjustments were needed (no equity awards granted) .
Pay and company performance context:
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of Initial Fixed Investment Based on TSR | 79.11 | 105.29 | 135.58 |
| Net Income ($000s) | 8,959 | 8,704 | 7,994 |
- Compensation philosophy emphasizes competitiveness and retention; the Compensation Committee uses peer context and discretion; management states structure does not incentivize undue risk .
- 2023 proxy commentary noted bonuses rose in 2022 while TSR fell, reflecting discretionary judgment rather than formulaic TSR linkage .
Equity Ownership & Alignment
| Ownership detail | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Shares beneficially owned (#) | 29,700 | 32,770 | 32,973 | 33,151 | 33,151 |
| % of shares outstanding | <1% | <1% | <1% | <1% | <1% (approx. 0.73% based on 4,543,338 shares) |
| Notes | Includes 158 shares owned by spouse | Includes 158 shares owned by spouse | Includes 158 shares owned by spouse | Includes 158 shares owned by spouse | Includes 158 shares owned by spouse |
Additional alignment and trading policies:
- No outstanding options/RSUs; no equity vesting overhang (limits forced selling pressure) .
- Anti-hedging policy prohibits directors/officers from hedging company stock; insider trading policy enforces trading windows .
- Pledging: no explicit pledging disclosure observed in the cited proxy excerpts.
- Clawback: Board-adopted policy to recover excess incentive compensation for 3 years preceding an accounting restatement .
Employment Terms
- Employment agreements: None for Named Executive Officers; compensation set annually; change-in-control benefits only via Salary Continuation Agreements .
- Salary Continuation Agreement (Scruggs): First amended effective 10/1/2016; second amended 1/1/2023. Benefits funded by bank-owned life insurance . Key terms below.
Salary Continuation – Ongoing Benefit
| Benefit type | Amount | Commencement | Term |
|---|---|---|---|
| Retirement/death while employed | $185,112 per year (paid monthly) | Within 90 days after normal retirement at age 65 or date of death | 15 years |
Salary Continuation – Event-Driven Payments (illustrative “as of” amounts)
| Event | 2022 “as of 12/31/2022” | 2023 “as of 12/31/2023” | 2024 “as of 12/31/2024” |
|---|---|---|---|
| Early termination before 65 (other than cause/death/disability/CIC) | Lump sum per Schedule A (undisclosed) | Lump sum per Schedule A (undisclosed) | Lump sum per Schedule A (undisclosed) |
| Disability before 65 | Lump sum per Schedule A; paid within 90 days after reaching 65 | Lump sum per Schedule A; paid within 90 days after reaching 65 | Lump sum per Schedule A; paid within 90 days after reaching 65 |
| Change in Control (termination within 24 months after CIC) | $1,527,833 | $1,643,834 | $1,662,148 |
- CIC is effectively double-trigger (termination within 24 months following a change in control) .
- No separate cash severance multiples, tax gross-ups, or executive employment contracts disclosed; protections are through the continuation plan; the plan also functions as a long-term retention tool .
Board Governance (Director Service, Roles, Independence)
- Board service: Director since 2007; Group Three director in 2023 proxy; term expiring 2024 . Secretary to the Board and corporate Secretary role for both Financial and the Bank .
- Independence: Not independent due to executive status (EVP & CFO) .
- Committee roles: Standing board committees (Audit, Nominating, Compensation) are composed of independent directors; Scruggs is not listed as a member of these committees .
- Leadership structure: Independent Chairman (Thomas W. Pettyjohn, Jr.); CEO and Chair roles split; board asserts this supports oversight .
- Director compensation: Employee-directors (Chapman and Scruggs) receive no additional director fees .
- Attendance: Each director attended at least 75% of 2024 board/committee meetings; all attended the 2024 annual meeting .
Director Compensation (as Director)
- 2024 fees table shows no director fees for Scruggs (employee-director); non-employee directors earned cash retainers/meeting fees .
Say-on-Pay, Policies, and Controls
- Advisory vote on executive compensation presented annually; no approval percentages disclosed in cited excerpts .
- Clawback policy (3-year lookback) and anti-hedging restrictions in place .
- Section 16(a) compliance: Management reports directors/officers complied with filing requirements in 2024 .
Performance & Track Record
- Executive bonuses are discretionary; in 2022 compensation rose even as TSR declined, per 2023 pay-versus-performance narrative, implying non-formulaic linkage to TSR .
- Company-level performance: Net income of $7.994M (2024), $8.704M (2023), $8.959M (2022); TSR value-of-$100 proxy indicator improved 2022→2024 .
Compensation Structure Analysis
- Mix has shifted toward cash (salary + discretionary bonus), with no option/RSU grants outstanding; reduces equity vesting/selling overhang but weakens long-term equity alignment .
- No disclosed performance-weighted metrics or targets for annual bonuses; payouts are at board discretion .
- No option repricing/modifications disclosed; option grant policy emphasizes open-window timing and FMV pricing, but no grants expected in near term .
Risk Indicators & Red Flags
- Hedging prohibited; clawback adopted—mitigates misalignment risk .
- No pledging policy disclosure in the cited excerpts; no pledging reported for Scruggs .
- No employment agreements or golden parachute tax gross-ups disclosed; CIC benefits via continuation plan only .
- Section 16 compliance reported; no legal proceedings disclosed in the cited sections .
Compensation Peer Group and Targets
- Committee uses peer context, but no explicit peer group composition or target percentile disclosures were found in the cited excerpts .
Expertise & Qualifications
- Finance, investment, and ALM expertise; institutional investor engagement; regulatory matters; UVA McIntire BS; graduate banking investment program (USC) .
Equity Ownership & Alignment (Snapshot, 2025)
- 33,151 shares beneficially owned; includes 158 shares in spouse’s name; less than 1% of outstanding (approx. 0.73% on 4,543,338 shares) .
- No outstanding options/RSUs; no vesting overhang .
Investment Implications
- Alignment: High cash-comp orientation and absence of equity awards reduce forced-selling/vesting overhang and near-term dilution risk but also lessen long-term equity alignment; anti-hedging and clawback policies mitigate misalignment risks .
- Retention/CIC: The salary continuation plan is a meaningful retention mechanism with a double-trigger CIC payout ($1.662M “as of” 12/31/2024), which could create departure costs in a transaction but avoids single-trigger optics .
- Governance: As an employee-director, Scruggs is not independent; however, a majority-independent board with an independent Chair and independent committees is in place. Employee-directors receive no director fees, which limits additional cash outflows tied to board service .
- Trading signals: With no equity grants or vesting schedules, insider selling pressure likely stems from personal portfolio decisions rather than programmatic vesting. Section 16(a) compliance reported; no unusual trading or hedging flags indicated in cited disclosures .