C. Elis Olsson
About C. Elis Olsson
C. Elis Olsson, age 60, has served on C&F Financial Corporation’s board since 2007 and is currently the Board’s lead independent director and Chair of the Nominating Committee. He is a commercial pilot employed by International Jet Charter since 2023; previously he was Vice President and Director of Operations at Martinair, Inc. (2000–2022) with responsibility for reviewing financial information, and earlier held regional sales manager and VP of operations roles at a Fortune 500 company where he also served on the board of directors. The Board has affirmatively determined Mr. Olsson is independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Jet Charter | Commercial Pilot | 2023–present | Aviation operations experience; current industry perspective |
| Martinair, Inc. (aircraft charter/management) | Vice President & Director of Operations | 2000–2022 | Oversight of operations; responsibility for financial information review |
| Fortune 500 company (not named) | Regional Sales Manager; VP of Operations; Director | Not specified | Board-level experience; operational and sales leadership |
External Roles
| Category | Company/Institution | Role | Tenure |
|---|---|---|---|
| Public company boards (current) | None | — | The Board reports no director serving as a director of any other public company in the past five years |
| Public company boards (prior) | Fortune 500 company (not named) | Director | Not specified (prior to last five years) |
| Community involvement | Various community organizations | Active involvement | Ongoing; in markets the Bank serves |
Board Governance
- Lead Independent Director: Presides over executive sessions; primary communicator between independent directors and the CEO; escalates issues to appropriate committees. Executive sessions of independent directors were held twice in 2024.
- Independence: The Board determined Mr. Olsson and a majority of directors are independent under NASDAQ standards.
- Committees: Audit Committee (member), Compensation Committee (member), Nominating Committee (Chair).
- Committee meeting cadence FY2024: Board 14; Audit 5; Nominating 2.
- Attendance: Each current director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $44,900 | Retainer, meeting and committee fees |
| Stock Awards | $20,772 | Restricted stock grant (600 shares on 4/16/2024 at $34.62 per share grant-date fair value) |
| All Other Compensation | $968 | Nonforfeitable dividends on unvested restricted stock |
| Total (2024) | $66,640 | Sum of above |
| Program Terms (Board-wide) | 2024 | 2025 |
|---|---|---|
| Annual Board retainer (non-employee directors) | $13,650 | $14,100 |
| Nominating Committee Chair retainer | $4,400 | $4,550 |
| Audit Committee meeting fee (member) | $625 | $650 |
| Compensation Committee meeting fee (member) | $625 | $650 |
| Board/Bank/Nominating meeting fee | $1,300 | $1,350 |
| Director equity grant | 600 shares RS (4/16/2024) | Time-based vesting policies continue; annual grants under 2022 Stock & Incentive Plan |
- Stock Ownership Guidelines (directors): Minimum holding value equal to 3× annual board retainer; cannot sell more than 50% of vested awards until guideline met; as of January 2, 2025, each non-employee director exceeded the minimum level.
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Instrument | Restricted stock (non-employee director annual grant) |
| Grant | 600 shares on April 16, 2024; grant-date fair value $34.62/share |
| Vesting | Vests in full on April 15, 2025 (subject to accelerated vesting under certain circumstances) |
| Dividends on unvested shares | Nonforfeitable; included in “All Other Compensation” |
| Options/PSUs/Performance metrics | None disclosed for director compensation; awards are time-based under the 2022 plan |
Other Directorships & Interlocks
- Current public company directorships: None (last five years).
- Prior corporate board: Served on board of a Fortune 500 company (company not named).
- Shared interlocks with competitors/suppliers/customers: Not disclosed.
Expertise & Qualifications
- Operational leadership and financial oversight from aviation charter/management; responsibility for reviewing financial information at Martinair indicates familiarity with financial reporting.
- Lead independent director experience; governance, risk oversight via committee roles (Audit, Compensation, Nominating Chair).
- Community engagement in bank markets, supporting stakeholder knowledge.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,375 | Includes 600 unvested restricted shares; excludes 927 shares held solely by spouse (disclaimed) |
| Shares outstanding (for % calc) | 3,232,564 | As of record date for 2025 Annual Meeting |
| Ownership as % of outstanding | ~0.29% | Computed from 9,375 / 3,232,564 |
| Unvested restricted shares | 600 | Annual director grant outstanding as of 12/31/2024 |
| Pledging/Hedging | None; directors prohibited from pledging, shorting, margin, hedging under Insider Trading Policy; proxy notes no pledged shares in beneficial ownership table | |
| Ownership guideline compliance | Exceeds minimum (3× retainer) as of Jan 2, 2025 | Board-wide confirmation |
Say-on-Pay & Shareholder Feedback (Company-level signal)
- 2024 Say-on-Pay support: Approximately 96% of votes cast in favor, indicating strong shareholder support for compensation practices.
Compensation Committee Analysis (Company-level structures)
- Committee membership includes Chair Elizabeth R. Kelley; members J.P. Causey Jr., C. Elis Olsson, and Dr. Jeffery O. Smith. Charter is posted on the company’s website.
- Independent consultant: Pearl Meyer engaged for director and executive compensation reviews; independence assessed and confirmed; 2021 director comp review found total director compensation at 67th percentile and cash at 61st percentile vs peer group; modest increases approved effective Jan 1, 2024 and Jan 1, 2025.
Related Party Transactions (Conflicts oversight)
- Ordinary-course credit to policy-making officers, directors, and their associates totaled $2.1 million maximum extensions at year-end 2024 (0.9% of capital), with a peak of $1.6 million during 2024; loans were on substantially the same terms as to unrelated parties and did not pose unusual risks in management’s and Board’s opinion. The Audit Committee oversees a written related-party transactions policy requiring arm’s-length terms or Regulation O compliance. (Note: disclosure references “certain members of the Compensation Committee or their associates” without naming specific individuals.)
Insider Trades (Section 16)
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | The proxy notes certain late Form 4 filings for other insiders but does not list Mr. Olsson; “none of such shares are pledged” per beneficial ownership table footnote. |
Governance Assessment
- Strengths: Lead Independent Director role with clear responsibilities; independent status; chairs Nominating and sits on Audit and Compensation, reinforcing board oversight of nominations, financial reporting, and pay. Executive sessions of independent directors were held (two in 2024), supporting independent oversight; attendance thresholds met; director ownership guidelines met; hedging/pledging prohibited.
- Potential watch items: The bank’s ordinary-course lending to certain directors/associates (including “certain members of the Compensation Committee”) is typical for community banks but warrants ongoing monitoring for potential perceived conflicts; governance mitigants include the related-party policy and Regulation O procedures. No specific related-party transactions were attributed to Mr. Olsson in disclosures.
Overall, Mr. Olsson presents as an experienced, independent director with operational and financial oversight credentials and strong governance engagement (lead independent director, Nominating Chair, Audit and Compensation member), aligning with investor confidence. Monitoring of standard community bank related-party credit practices is advisable for optics, but current policies and disclosures suggest appropriate controls.