Jonathan Bedway
About Jonathan A. Bedway
Independent director nominee for a term ending in 2028; age 59. Founder and President of Bedway Development Corporation (commercial construction) and multiple affiliated real estate entities; director experience dates to 2014 at First West Virginia Bancorp (FWVB) and Progressive Bank, providing regional commercial real estate and lending insight. Education: The Linsly School and West Virginia University (B.S.). Committee assignment: Compensation Committee (no chair roles). The Board deems him independent under NASDAQ rules; only the CEO (Montgomery) and Burchianti are non‑independent. Attendance threshold met (≥75%) and directors attended last annual meeting. No pledging of shares disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First West Virginia Bancorp (FWVB) and Progressive Bank | Director | Since 2014 | Provided expertise in local/regional commercial real estate and loan attraction; experience cited as beneficial to commercial lending review. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bedway Development Corporation | Founder & President | Not disclosed | Commercial construction and real estate developer; brings 32 years of construction/development leadership relevant to commercial lending. |
| Double J Real Estate, LLC; Bedway Group, Inc.; Bedway Realty; Bedway Land & Minerals | President | Not disclosed | Real estate ownership/operations; industry exposure useful in credit and market insights. |
| Wheeling Country Day School | Board Member | Not disclosed | Non-profit board service; community ties. |
Board Governance
- Independence: Board states all directors are independent except the CEO (Montgomery) and Burchianti; Bedway is independent.
- Committee assignments: Compensation Committee member; not on Audit or Nominating/Governance; no chair roles.
- Board leadership: Chairman (Fox); Vice Chairman (Guthrie); no Lead Independent Director designated.
- Meeting cadence: Board met 13 times in FY2024; Compensation met 4; Audit 8; Nominating 2.
- Attendance: No director attended less than 75% of Board/committee meetings; all directors attended last annual meeting.
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation | Member | 4 |
| Audit | — | 8 |
| Nominating/Corporate Governance | — | 2 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | All Other Compensation | Total Cash/Other | |---|---|---| | 2024 | $31,200 | $2,600 | $33,800 |
Notes:
- “All Other Compensation” detail is not itemized for Bedway; common line-item appears across directors.
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value | Vesting Schedule | Outstanding at 12/31/2024 |
|---|---|---|---|---|---|
| Feb 16, 2024 | Restricted Stock Award (RSA) | 1,000 | $22,120 (1,000 × $22.12) | 5-year annual vesting; 20% vests on Feb 16, 2025 | 1,000 unvested RSAs |
- No option awards disclosed for Bedway in 2024.
- Director equity awards are time-based; no performance metrics are tied to director RSA vesting in the proxy.
Other Directorships & Interlocks
| Company Type | Organization | Role | Interlocks/Notes |
|---|---|---|---|
| Public company | — | — | No other public company directorships disclosed. |
| Private/Non-profit | Wheeling Country Day School | Director | Community education board; no disclosed transactions with CBFV. |
| Private operating entities | Bedway affiliates listed above | President | Real estate and construction operations; no related-party transactions with CBFV disclosed. |
Expertise & Qualifications
- 32 years’ experience leading construction and development businesses; strong knowledge of local/regional commercial real estate markets benefiting commercial loan review and origination.
- Business management credentials; board experience since 2014; ties to local community organizations.
- Education: B.S., West Virginia University; graduate of The Linsly School.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged as Collateral | Note |
|---|---|---|---|---|
| Jonathan A. Bedway | 19,999 | <1% | None pledged (per statement for all named individuals) | No options; RSAs outstanding separate as below. |
| Shares Outstanding (reference) | 5,102,189 | — | — | Record date March 28, 2025. |
- Unvested Director RSAs outstanding at 12/31/2024: 1,000 shares.
Governance Assessment
- Strengths: Independent status; Compensation Committee participation; solid attendance; equity grants provide alignment via time-based RSAs; no pledging of shares disclosed; no related-party transactions involving Bedway disclosed for amounts >$120,000 since Jan 1, 2024.
- Potential conflicts to monitor: Bedway’s leadership of construction/real estate entities could pose conflicts if the Bank transacts with related entities; the proxy reports no such transactions and federal banking rules require insider lending be on market terms with prior approvals for larger exposures. Keep watching for future related-party disclosures.
- Board structure nuance: No Lead Independent Director designated; compensation consultant not engaged in 2024, implying the Compensation Committee sets pay without external benchmarking support.
- Director pay mix: 2024 compensation comprised $31.2k cash, $22.1k equity RSA, and $2.6k other; equity component and five-year vesting support long-term alignment; absence of options reduces risk-taking incentives.
RED FLAGS: None disclosed specific to Bedway (no pledging, no related-party transactions >$120k, attendance threshold met). Continue monitoring insider lending aggregates and any business dealings with entities affiliated to Bedway.