Audrey D. Holmes
About Audrey D. Holmes
Audrey D. Holmes is an independent director of C&F Financial Corporation, serving since 2007; she is 67 years old. She owns and operates her own legal practice (Audrey D. Holmes, Attorney-at-Law) and, as a small business owner active in professional, civic, and religious organizations in communities served by the Bank, brings customer-centric perspective to the board . The Board has affirmatively determined Ms. Holmes is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed beyond current legal practice | — | — | The proxy highlights current legal practice and community involvement; no prior roles detailed . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Audrey D. Holmes, Attorney-at-Law | Owner/Operator | Current | Small business owner operating in Bank markets; understands challenges faced by Bank customers . |
Board Governance
- Committee assignments: Nominating Committee member; not on Audit or Compensation; not a committee chair .
- Independence and executive sessions: Board’s non-employee directors (including Holmes) are independent; the Board held two executive sessions in 2024 attended solely by independent directors .
- Attendance and engagement: In 2024, the Board met 14 times; each current director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Committee meeting cadence: Audit (5), Nominating (2) meetings in 2024 .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | No | — | 5 |
| Compensation | No | — | — |
| Nominating | Yes | No | 2 |
Fixed Compensation
- Structure: 2024 annual cash retainer $13,650; meeting fees $1,300 per Board/Bank/Nominating meeting; Audit/Compensation committee meeting fee $625. 2025 increases: annual retainer $14,100; Audit Chair retainer $7,775 (from $7,500); Compensation Chair $6,275 (from $6,050); Nominating Chair $4,550 (from $4,400); Board/Bank/Nominating meeting fee $1,350; Audit/Compensation meeting fee $650 .
| Item | 2024 Amount ($) | 2025 Amount ($) | Notes |
|---|---|---|---|
| Board annual retainer | 13,650 | 14,100 | Paid quarterly |
| Audit Chair retainer | 7,500 | 7,775 | Chair-only |
| Compensation Chair retainer | 6,050 | 6,275 | Chair-only |
| Nominating Chair retainer | 4,400 | 4,550 | Chair-only |
| Board/Bank/Nominating meeting fee | 1,300 per meeting | 1,350 per meeting | Applies to monthly meetings |
| Audit/Compensation meeting fee | 625 per meeting | 650 per meeting | Applies to committee meetings |
- 2024 Director compensation earned by Holmes:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 28,575 |
| Stock awards | 20,772 |
| All other compensation | 968 |
| Total | 50,315 |
Performance Compensation
- Annual equity grant: On April 16, 2024, each non-employee director received 600 shares of restricted stock; grant-date fair value $34.62/share; vests in full on April 15, 2025, subject to accelerated vesting in certain circumstances . No performance metrics are tied to director equity grants; awards are time-based .
| Award Type | Shares | Grant-Date Fair Value/Share ($) | Vesting Type | Vesting Date |
|---|---|---|---|---|
| Restricted stock | 600 | 34.62 | Time-based (subject to accelerated vesting) | 2025-04-15 |
| Performance Metrics for Director Pay | Status |
|---|---|
| Revenue growth, ROA/ROE, TSR, ESG (director compensation) | None disclosed; director awards are time-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (last 5 years) | None; the Board is not aware of any director, including nominees, serving as a director of another Exchange Act-registered public company in the past five years . |
| Shared directorships with competitors/suppliers/customers | Not disclosed . |
Expertise & Qualifications
- Legal practice owner/operator serving Bank communities; small business perspective strengthens customer insight .
- Board composition emphasizes diversity of experience; Holmes counted among majority independent directors and contributes to Board’s overall skill mix (legal and community banking context) .
Equity Ownership
- Beneficial ownership as of February 14, 2025: 13,360 shares; less than 1% of shares outstanding. Includes 600 shares restricted as to sale (director grant under 2022 Stock and Incentive Compensation Plan). No pledged shares .
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 13,360 |
| Percent of class | <1% (asterisk indicates less than 1%) |
| Restricted shares included | 600 |
| Shares pledged | None; no pledged shares for directors in table |
- Stock ownership guidelines: Directors must own stock equal to at least 3× annual Board retainer; may not sell more than 50% of vested awards until guideline met. As of January 2, 2025, each non-employee director exceeded the minimum ownership level .
| Guideline | Requirement | Compliance Status |
|---|---|---|
| Minimum ownership | ≥3× annual Board retainer | Met; exceeded as of 2025-01-02 |
| Post-vesting sales | ≤50% of award until guideline met | Applies |
Voting Outcomes (Investor Confidence Signals)
- 2025 director election (Class II, term to 2028): Holmes received 1,882,344 votes For, 59,226 Withheld; 679,747 Broker Non-Votes .
- 2025 Say-on-Pay (NEO compensation): 1,796,298 For; 67,278 Against; 77,994 Abstentions; 679,747 Broker Non-Votes .
| Item | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director election: Audrey D. Holmes | 1,882,344 | 59,226 (Withheld) | — | 679,747 |
| Say-on-Pay (advisory) | 1,796,298 | 67,278 (Against) | 77,994 | 679,747 |
Related-Party Transactions and Conflicts
- Policy oversight: Audit Committee oversees related party transactions under a written policy requiring arm’s-length terms, Regulation O compliance for loans, and Audit Committee approval/ratification for transactions >$120,000 involving related parties .
- Disclosures: No related party transactions involving Ms. Holmes are disclosed in the proxy; beneficial ownership table notes no pledged shares for directors .
Compensation Structure Analysis
- Independent consultant: Pearl Meyer engaged for director compensation reviews (2019, updated 2021); found total director compensation at 67th percentile of peer group; cash component at 61st percentile; total Board cost at 76th percentile. Modest increases approved effective January 1, 2024 and January 1, 2025 .
- Mix and trends: For Holmes in 2024, cash fees $28,575; equity $20,772; minimal other comp $968—balanced cash/equity mix with time-based RS grants, no performance metrics tied to director pay .
| Benchmark Aspect | Percentile |
|---|---|
| Total director compensation | 67th |
| Cash component | 61st |
| Total Board cost | 76th |
Governance Assessment
- Strengths:
- Independence, committee-only membership comprised solely of independent directors, and regular executive sessions reinforce oversight quality .
- Clear director stock ownership guidelines with confirmed compliance enhance alignment; no pledged shares noted .
- Transparent director fee structure and modest, peer-informed adjustments; use of independent compensation consultant .
- Solid shareholder support for Holmes’ re-election; say-on-pay passed comfortably, indicating broad investor acceptance of compensation governance .
- Watch items:
- Holmes’ committee role is limited to Nominating; not serving on Audit or Compensation reduces exposure to financial and pay oversight but fits independence structure .
- No detailed education or prior corporate role disclosures (beyond legal practice) limit external benchmarking of technical expertise .
- Director equity awards are time-based with no performance metrics; common for boards, but provides limited pay-for-performance sensitivity at the director level .
- RED FLAGS:
- None identified in filings: no related-party transactions disclosed for Holmes; no share pledging; independence affirmed; attendance thresholds met and Annual Meeting attended .