Watt Foster Jr.
About Watt R. Foster, Jr.
Watt R. Foster, Jr., 65, is an independent director of Bank of the James Financial Group, Inc. (BOTJ) and has served on the board since 2005 (Group One; current term ends at the 2028 annual meeting). He is President & CEO of Foster Fuels, Inc., and owns Phelps Creek Angus Farm; he holds a bachelor’s degree in Business Management from James Madison University. His disclosed board contributions center on large-scale operations, logistics, and real estate development expertise, and he is Chair of the Nominating Committee and a member of the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of the James Financial Group, Inc. | Independent Director (Group One) | Director since 2005; term to 2028 | Nominating Committee Chair; Executive Committee member |
| Foster Fuels, Inc. | President & Chief Executive Officer | Not disclosed (current role) | Leads multi-faceted fuel distribution and emergency fuel delivery operations |
| Phelps Creek Angus Farm | Owner | Not disclosed (current role) | Agricultural operations; no board committee linkage disclosed |
External Roles
| Organization | Role | Sector/Focus | Notes |
|---|---|---|---|
| Foster Fuels, Inc. | President & CEO | Fuel distribution, propane, emergency fuel delivery | U.S. and international emergency fuel delivery capability |
| Phelps Creek Angus Farm | Owner | Agriculture (cow-calf operation) | ~500 head cow‑calf operation in Campbell County, VA |
| Staunton River Chapter, Masonic Lodge | Member | Civic/Fraternal | Disclosed membership |
Board Governance
- Independence: The board determined Mr. Foster is “independent” under Nasdaq Rule 5605(a)(2) .
- Committee assignments (2024): Nominating Committee (Chair); Executive Committee (Member) .
- Board structure: Classified board; Mr. Foster is a Group One nominee with term to expire at the 2028 annual meeting .
- Meetings and attendance:
- Board met 12 times in 2024; each director attended at least 75% of board and assigned committee meetings (Company-level, not bank-level committees) .
- All directors attended the 2024 annual meeting of shareholders .
- Committee activity levels (2024): Executive Committee met 12 times; Nominating Committee met once .
| Governance Item | Detail |
|---|---|
| Independence | Independent director (Nasdaq criteria) |
| Committees | Nominating (Chair); Executive (Member) |
| Board Tenure | Director since 2005 |
| Term/Group | Group One; term ends 2028 |
| Board Meetings (2024) | 12 meetings; all directors ≥75% attendance |
| Annual Meeting Attendance (2024) | All directors attended |
| Committee Activity (2024) | Executive Committee: 12 meetings ; Nominating: 1 meeting |
Fixed Compensation
- BOTJ pays non‑employee directors cash retainers and meeting fees; non‑employee directors are not eligible for equity awards under the 2018 Equity Incentive Plan .
- Standard director fee schedule (2024):
| Fee Type | Amount |
|---|---|
| Annual Retainer – Chairman of the Board | $12,000 |
| Annual Retainer – Vice Chairman | $10,000 |
| Annual Retainer – All Other Directors | $8,000 |
| Annual Retainer – Committee Chairs (Loan – Bank) | $4,000 |
| Annual Retainer – Committee Chairs (Audit, Executive, Compliance – Bank) | $3,000 |
| Annual Retainer – Committee Chairs (Compensation, Nominating) | $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 |
| Same‑day Financial & Bank board meetings | $1,200 total |
| Committee Meeting Fee – All Directors | $400 per meeting; $400 total if Financial & Bank same day |
- Individual compensation (cash) for 2024:
| Director | Fees Earned or Paid in Cash ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Watt R. Foster, Jr. | 30,800 | – | – | – | 30,800 |
Performance Compensation
- Non‑employee directors are not eligible for equity awards under the 2018 Equity Incentive Plan; no stock options or performance‑based equity is granted to directors .
- No non‑equity incentive plan compensation is reported for directors in 2024 (table columns show “–”) .
| Performance Vehicle | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not eligible for non‑employee directors | Equity plan excludes non‑employee directors |
| Stock options | None reported for directors (2024 table shows “–”) | Company has not granted options overall; NEOs only discussion, directors not eligible |
| Cash incentive/bonus | None for directors (2024) | Director comp is cash retainers/meeting fees |
| Performance metrics | Not applicable to director pay | No director performance metrics disclosed |
Other Directorships & Interlocks
- No other public company directorships are disclosed in Mr. Foster’s proxy biography; external roles listed are Foster Fuels and Phelps Creek Angus Farm .
- Related party transactions disclosed at BOTJ include the headquarters lease with an entity owned by Director William C. Bryant III and certain purchases of 2020 Notes by one director and immediate family members (not named); no specific related‑party transaction is attributed to Mr. Foster .
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in 2025 proxy biography |
| Notable related‑party transactions at BOTJ | HQ lease with Jamesview (Director Bryant’s entity); ~$415,000 rent in 2024 |
| Insider loans (aggregate) | $10.38 million outstanding to directors/officers and related parties at 12/31/2024; on market terms |
Expertise & Qualifications
- Business/operations: Leads complex, wide‑ranging operations at Foster Fuels, including emergency fuel logistics domestically and internationally .
- Real estate: Experience with real estate purchase and development .
- Education: BS in Business Management, James Madison University .
- Governance: Chair of the Nominating Committee (board refreshment/skills alignment oversight) .
- Independence: Determined independent by the board under Nasdaq standards .
Equity Ownership
- Anti‑hedging: BOTJ prohibits directors, officers, and employees from entering into hedging transactions that offset declines in the company’s stock value .
| Item | Value |
|---|---|
| Shares beneficially owned (as of Mar 25, 2025) | 125,913 |
| Percent of outstanding shares | 2.77% |
| Shares outstanding reference | 4,543,338 shares outstanding (record date reference) |
| Vested/unvested equity | Not applicable; directors not eligible for equity awards |
| Options (exercisable/unexercisable) | None reported for directors |
| Hedging/Pledging | Hedging prohibited; no pledging policy disclosure in proxy excerpt |
Governance Assessment
-
Strengths and positive signals:
- Independence and leadership: Independent director with governance influence as Nominating Committee Chair; active service on Executive Committee .
- Alignment via ownership: Meaningful beneficial ownership (~2.77% of outstanding), providing “skin in the game” for a small‑cap bank .
- Engagement: Company reports ≥75% attendance for all directors and full attendance at the 2024 annual meeting; Executive Committee met 12 times, indicating an active oversight cadence .
- Risk controls: Anti‑hedging policy in place; board‑level oversight of risk via Audit Committee; related‑party transactions subject to disinterested board approval .
-
Potential risks/monitoring items:
- Related‑party exposure in local banking ecosystems: Aggregate insider loans are material in dollar terms for a bank of BOTJ’s size, but disclosed as on market terms and without unfavorable features; no specific transaction involves Mr. Foster, but ongoing monitoring is prudent given his significant local business interests. Not a red flag based on disclosures .
- Committee workload balance: Nominating Committee met only once in 2024; as Chair, effectiveness of governance refresh processes should be assessed relative to board needs (no deficiency disclosed) .
-
RED FLAGS:
- None specifically tied to Mr. Foster in the 2025 proxy (no attendance shortfalls, no named related‑party transactions, no director equity awards, and no Section 16 issues disclosed) .