William Bryant III
About William C. Bryant III
Independent director status: Not independent due to a related-party lease; the Bank paid >$200,000 rent to Jamesview Investments, LLC, an entity Mr. Bryant owns . Age 60 (as of March 25, 2025), director since 2005, Group Three director with current term expiring in 2027 . President and Auctioneer at Ted Counts Realty & Auction Company; B.S. in Business Management (LaSalle University); Real Estate Appraisal certificate (International College of Real Estate Appraisal); graduate of Mosley Flint School of Real Estate and Mendenhall School of Auctioneering; CAI designation via Indiana University; memberships include National/Virginia Associations of Realtors and Auctioneers . Beneficial ownership: 65,874 shares (1.45%) held jointly with spouse .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ted Counts Realty & Auction Company | President; Auctioneer | Not disclosed | Asset valuation expertise (real estate, heavy equipment, livestock) leveraged on board |
| Lynchburg Regional Chamber of Commerce | Board member (prior) | Not disclosed | Community/business ties |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Virginia Auctioneers Regulatory Board | Member | Not disclosed | Regulatory perspective in auction industry |
| Lynchburg Board of Realtors | Member | Not disclosed | Real estate market expertise |
| National/Virginia Associations of Realtors & Auctioneers | Member | Not disclosed | Industry network |
Board Governance
- Committee assignments: Not listed on Financial’s Audit, Executive, Nominating, or Compensation Committees for 2024; committee rosters omit Mr. Bryant .
- Independence: Board determined Mr. Bryant is not independent due to the Jamesview lease (rent exceeded $200,000 in 2024) .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of applicable Board/committee meetings . All directors attended the 2024 Annual Meeting; for 2023, all directors attended except Ms. Doyle and Mr. Foster .
- Board leadership: Independent Chairman (Thomas W. Pettyjohn Jr.) separate from CEO; Audit Committee oversees risk; Audit Committee Financial Expert designated (Lewis C. Addison) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash – Bryant | $22,900 | $27,400 |
| Annual retainer – Chairman / Vice Chair / Other directors | $12,000 / $10,000 / $8,000 (standard) | $12,000 / $10,000 / $8,000 (standard) |
| Board meeting fee – Chairman / Vice Chair / Other directors | $2,000 / $1,500 / $1,000 (or $1,200 combined day) | $2,000 / $1,500 / $1,000 (or $1,200 combined day) |
| Committee meeting fee – all directors | $400 (or $400 combined day) | $400 (or $400 combined day) |
| Committee chair retainer | Loan $4,000; Audit/Exec/Compliance $3,000; Comp/Nominating $2,000 | Loan $4,000; Audit/Exec/Compliance $3,000; Comp/Nominating $2,000 |
| Equity compensation eligibility (non-employee directors) | Not eligible under 2018 Equity Incentive Plan | Not eligible under 2018 Equity Incentive Plan |
Notes:
- Non-employee directors receive cash retainers/fees only; no equity grants, options, or performance units for directors .
Performance Compensation
| Performance-linked element | 2023 | 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs/options) to directors | None; directors not eligible under 2018 plan | None; directors not eligible under 2018 plan |
| Bonus/TSR/financial metrics tied to director pay | Not disclosed / None | Not disclosed / None |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Jamesview Investments, LLC | Private real estate (landlord) | Owner (Mr. Bryant) | Related-party lease for BOTJ HQ; non-independence determination |
| Ted Counts Realty & Auction Co. | Private | President | None disclosed with BOTJ counterparties |
Expertise & Qualifications
- Executive leadership and asset valuation experience in real estate and auctions; CAI designation; appraisal training .
- Deep local market relationships; prior Chamber board .
- Not designated financial expert; not seated on Audit/Comp/Nominating committees in 2024 .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| William C. Bryant III | 65,874 | 1.45% | Held jointly with spouse |
- Anti-hedging: Directors/officers/employees prohibited from hedging company equity under insider trading policy .
- Pledging: No pledging disclosures specific to Mr. Bryant; none noted .
Related-Party Transactions (Conflicts)
| Transaction | Terms | 2023 Amount | 2024 Amount | Oversight |
|---|---|---|---|---|
| Headquarters lease with Jamesview (Bryant-owned) | ~32,400 sq ft; Amended & Restated Lease effective 6/1/2019; initial term through 7/31/2024; renewal exercised through 7/31/2029; 2 additional 5-year renewals; monthly rent ≈$39,000 plus security; parking usage can vary rent | ~$405,000 | ~$415,000 | Disinterested board review and approval; must be arms-length terms |
- RED FLAG: Material related-party lease with director-owner; board deemed Mr. Bryant not independent due to rent level .
- Insider loans: Regulation O-compliant insider lending; aggregate insider-related loans $9.904mm (2023) and $10.380mm (2024); none classified problem loans (not specific to Bryant) .
Committee Landscape (for governance quality context)
| Committee | 2024 Members | Chair |
|---|---|---|
| Audit | Petticolas Jr.; Addison (Financial Expert); Daly; Doyle; Jamerson; Langley | Petticolas Jr. |
| Executive | Pettyjohn Jr.; Alford Jr.; Chapman III; Daly; Foster Jr.; Langley; Petticolas Jr. | Pettyjohn Jr. |
| Nominating | Foster Jr.; Addison; Petticolas Jr. | Foster Jr. |
| Compensation | Pettyjohn Jr.; Addison; Daly; Langley | Pettyjohn Jr. |
Mr. Bryant is not listed on the above committees for 2024 .
Governance Assessment
- Independence and conflicts: Mr. Bryant is classified as not independent due to the sizeable related-party HQ lease with his entity (Jamesview). While the board applies an approval process via disinterested directors, the scale, recurring nature, and renewal options elevate perceived conflict risk. This is a governance RED FLAG and can weigh on investor confidence if disclosures and pricing analyses are not robustly demonstrated .
- Committee participation and oversight: Absence from key committees (Audit, Compensation, Nominating) limits direct influence over financial reporting, pay, and director nominations; this mitigates some conflict exposure but also reduces his governance contribution in core oversight areas .
- Attendance and engagement: Company reports ≥75% attendance for all directors in 2024 and full attendance at the 2024 Annual Meeting; in 2023, all directors attended except two named individuals, implying Mr. Bryant attended. Engagement levels meet policy thresholds, supporting board functioning .
- Compensation alignment: Director pay is modest and entirely cash-based, with no equity grants to non-employee directors; however, Mr. Bryant’s personal stake (1.45%) provides skin-in-the-game. Anti-hedging policy strengthens alignment; no pledging disclosed .
- Risk indicators: Material related-party transaction; non-independence classification; visibility into rent benchmarking critical. No legal proceedings involving directors reported; insider lending portfolio compliant and performing .
- Board structure: Independent Chair; Audit Committee with designated financial expert; risk oversight framework described, which can offset concerns if related-party safeguards are rigorously applied .
Overall, Mr. Bryant brings local market and asset valuation expertise and maintains meaningful ownership, but his non-independent status due to the HQ lease with his entity is a persistent conflict signal. Investors should monitor renewal terms, rent benchmarking, and continued disinterested board oversight to ensure arms-length outcomes .