D. Anthony Peay
About D. Anthony Peay
Independent director since 2019 (Class I; term through the 2027 Annual Meeting). Age 65. Retired CPA and career community banker; former CFO of Union Bankshares (now Atlantic Union Bankshares) for 18 years and Chief Banking Officer from 2012 until retirement in 2017, with deep experience in SEC reporting, investor relations, and bank M&A. The Board has determined he is independent and that he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Bankshares Corporation (now Atlantic Union Bankshares Corporation) | Chief Financial Officer | 18 years (through 2012) | Led accounting, financial reporting, investor relations; key role in M&A; extensive SEC filing experience |
| Union Bankshares Corporation (now Atlantic Union Bankshares Corporation) | Chief Banking Officer | 2012–2017 | Senior banking leadership; strategic management until retirement |
| Banking industry | Community banker | 40+ years | Broad operating and financial expertise across banking functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating Committee member; not on Compensation Committee .
- Independence and expertise: Board affirms Peay’s independence (NASDAQ standards); Audit Chair qualifies as an “audit committee financial expert” (Sarbanes-Oxley) .
- Attendance: Board held 14 meetings in 2024; Audit Committee 5; Nominating Committee 2; each current director attended ≥75% of meetings on which they served; all directors attended the 2024 Annual Meeting .
- Audit Committee oversight: Chair reports to full Board; committee oversees accounting, legal/compliance, risk management, and internal controls .
| Committee | Role | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|
| Audit | Chair | 5 | All members independent | Peay designated “audit committee financial expert” |
| Nominating | Member | 2 | All members independent | Lead independent director is Olsson (chairs Nominating) |
| Compensation | Not a member | 5 | All members independent | Committee uses independent consultant; reports to Board |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 45,500 |
| Stock Awards (grant-date fair value) | 20,772 |
| All Other Compensation | 968 |
| Total | 67,240 |
| Fee Schedule | 2024 | 2025 |
|---|---|---|
| Annual Board retainer (non-employee directors) | 13,650 | 14,100 |
| Audit Committee Chair retainer | 7,500 | 7,775 |
| Compensation Committee Chair retainer | 6,050 | 6,275 |
| Nominating Committee Chair retainer | 4,400 | 4,550 |
| Meeting fee (Board/Bank/Nominating) | 1,300 per meeting | 1,350 per meeting |
| Meeting fee (Audit/Compensation) | 625 per meeting | 650 per meeting |
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value per Share | Vesting |
|---|---|---|---|---|
| Restricted Stock (non-employee director annual grant) | Apr 16, 2024 | 600 | 34.62 | Vests in full on Apr 15, 2025 (subject to accelerated vesting in certain circumstances) |
- Stock ownership/holding period guidelines: Directors must hold shares equal to ≥3x the annual Board retainer; upon vesting, may not sell >50% of award until minimum ownership achieved; as of Jan 2, 2025, each non-employee director exceeded minimum ownership .
| Ownership Guideline Element | Requirement/Status |
|---|---|
| Minimum stock ownership | 3x annual Board retainer (non-employee directors) |
| Post-vesting sale restriction | ≤50% of vested award sold before guideline met |
| Compliance (as of Jan 2, 2025) | Peay exceeded minimum ownership (applies to all non-employee directors) |
Other Directorships & Interlocks
- No other public company directorships disclosed for Peay; biography emphasizes executive banking roles rather than external board seats .
- Lead independent director at CFFI is Olsson; no interlock indicated with Peay’s prior employer in the proxy .
Expertise & Qualifications
- Retired CPA; extensive finance/accounting leadership in banking; experienced in SEC filings, investor relations, and M&A execution .
- Formally designated audit committee financial expert; independent of management .
Equity Ownership
| As of Feb 14, 2025 | Shares | % of Class | Notes |
|---|---|---|---|
| Beneficial ownership (Peay) | 2,400 | <1% | Includes 600 restricted shares issued under 2022 Stock & Incentive Plan; none of such shares are pledged |
- Hedging/pledging: Insider Trading Policy prohibits directors and executive officers from pledging stock or engaging in hedging, short sales, margin accounts, or speculative trading in CFFI stock .
Say-on-Pay & Shareholder Feedback
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Say-on-Pay – For | 2,039,434 | 2,039,513 | 1,796,298 |
| Say-on-Pay – Against | 50,275 | 90,627 | 67,278 |
| Say-on-Pay – Abstain | 20,944 | 77,327 | 77,994 |
| Board disclosure of approval rate | ~98% (2023); ~96% (2024) | — | — |
- 2025 frequency vote: Shareholders recommended annual (1-year) say-on-pay frequency (1,669,753 votes for 1 year) .
Related-Party Transactions and Conflicts
- Insider loans: The bank extended credit in the ordinary course to certain Compensation Committee members or their associates, at market terms; aggregate maximum outstanding in 2024 was $1.6 million (0.7% of total year-end capital). Similar transactions expected; no unfavorable features per management/Board. No specific related-party transactions involving Peay are disclosed .
- Section 16 compliance: Late Form 4 filings were noted for Dillon, McKernon, Seaman, and Robinson in 2024; no late filings cited for Peay .
Compensation Structure Analysis
- Mix and benchmarking: Director pay is cash plus time-based restricted stock; Pearl Meyer independent consultant review (2021) found total director compensation at the 67th percentile of peers, cash component at the 61st percentile, and total Board cost at the 76th percentile; modest increases implemented in 2024 and 2025 .
- No performance-conditioned director equity: Annual director grants are time-based restricted stock; no disclosed performance metrics tied to director equity awards .
Governance Assessment
-
Strengths:
- Independent Audit Chair with formal “financial expert” designation enhances financial reporting oversight and risk management .
- Active committee structure with independent membership; ≥75% attendance and full Annual Meeting participation indicate engagement .
- Robust ownership guidelines and hedging/pledging prohibitions align director/shareholder interests; Peay meets/exceeds the minimum .
- Shareholders have historically supported pay practices (~98% in 2023; ~96% in 2024), and endorsed annual say-on-pay frequency in 2025 .
-
Watch items:
- Board total cost above peer median (76th percentile) could be scrutinized in cost/efficiency analyses; continued benchmarking advisable .
- Routine insider loans at the bank—while standard and at market terms—require ongoing oversight to avoid perceived conflicts; no Peay-specific issues disclosed .
-
Red flags:
- None specific to Peay identified in disclosed materials (no pledging, no hedging, no delinquent filings, no related-party transactions disclosed involving him) .
Overall, Peay’s audit leadership, independence, and deep banking/finance credentials are supportive of board effectiveness and investor confidence, with alignment reinforced by ownership policies and risk controls; compensation levels are monitored via independent benchmarking and modestly adjusted, warranting periodic review against peers .