Elizabeth R. Kelley
About Elizabeth R. Kelley
Elizabeth R. Kelley (age 64) has served on C&F Financial Corporation’s Board since 2017 and on the Bank Board since June 2016. She is Managing Director and co-owner of Blue Heron Management LLC and co-owner of Divin’ Off the Dock, Inc.; previously President and COO of The Martin Agency, where she was a partner (2005), COO (2011), and President (2016) until April 2018. She previously served on the Hampden-Sydney College Board of Trustees and is a member of the West Point Chamber of Commerce. Her core credentials span business strategy, advertising/brand, human resources, and organizational leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Martin Agency (full‑service advertising) | Partner; COO; President & COO | Partner 2005; COO 2011; President 2016; served until Apr 2018 | Led account management, creative, and HR; strategic planning and brand-to-consumer alignment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Heron Management LLC | Managing Director & Co‑owner | Not disclosed | Business/management consulting |
| Divin’ Off the Dock, Inc. | Co‑owner | Not disclosed | Retail business in West Point, VA |
| Hampden‑Sydney College | Trustee (prior) | Not disclosed | Former board of trustees member |
| West Point Chamber of Commerce | Member | Current | Community/business engagement |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating Committee .
- Independence: The Board affirmatively determined Kelley is independent under NASDAQ standards .
- Attendance: The Board met 14 times in 2024; all current directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Two executive sessions of independent directors were held in 2024 .
- Lead Independent Director: C. Elis Olsson; also Chair, Nominating Committee .
| Committee | 2024 Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | — | 5 |
| Compensation | Member; Chair | Elizabeth R. Kelley | Not disclosed |
| Nominating | Member | C. Elis Olsson | 2 |
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $39,050 | Includes annual Board retainer and meeting/committee fees |
| Stock awards (grant‑date fair value) | $20,772 | 600 restricted shares granted 4/16/2024 at $34.62; vest 4/15/2025 |
| All other compensation | $968 | Nonforfeitable dividends on unvested restricted stock |
| Total | $60,790 | 2024 director compensation total |
| 2024 Director Fee Schedule | Amount | 2025 Changes |
|---|---|---|
| Annual Board retainer | $13,650 | $14,100 |
| Meeting fee (Board/Bank/Bank subs/Nominating) | $1,300 per meeting | $1,350 |
| Audit or Compensation committee meeting fee | $625 per meeting | $650 |
| Audit Chair retainer | $7,500 | $7,775 |
| Compensation Chair retainer | $6,050 | $6,275 |
| Nominating Chair retainer | $4,400 | $4,550 |
Performance Compensation
| Equity Grant Detail | Value |
|---|---|
| Grant type | Restricted stock (time‑based vesting; nonforfeitable dividends) |
| Shares granted | 600 (4/16/2024) |
| Grant-date price | $34.62 per share |
| Vesting | Full vest on 4/15/2025 (subject to acceleration under certain circumstances) |
| Performance metrics tied to director equity | None disclosed (time‑based only) |
Holding/ownership alignment: Non‑employee directors must hold stock valued at ≥3× the annual Board retainer; upon vesting, may not sell more than 50% until the guideline is met. As of Jan 2, 2025, each non‑employee director exceeded the guideline .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards (past 5 years) | None; no director served as a director of any other public company registered under Section 12 in past 5 years |
| Non‑profit/academic boards | Hampden‑Sydney College (former trustee) |
| Community/industry roles | West Point Chamber of Commerce member |
| Potential interlocks/conflicts | None identified with competitors/suppliers/customers in proxy |
Expertise & Qualifications
- Business strategy and organizational leadership; experience across account management, creative, and HR functions at a global advertising firm .
- Brand/consumer relationship and strategic planning expertise relevant to marketing and customer engagement for a community bank .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 14, 2025) | 4,172 shares |
| Unvested restricted shares included | 600 shares |
| Implied vested shares | 3,572 shares (4,172 − 600) |
| Percent of class | <1% (asterisk denoting less than 1%) |
| Shares pledged as collateral | None; table notes none pledged; Insider Trading Policy prohibits pledging/hedging by directors |
| Shares outstanding (for context) | 3,232,564 |
| Director ownership guideline | ≥3× annual retainer; all non‑employee directors exceeded guideline as of Jan 2, 2025 |
Governance Assessment
- Board effectiveness: Kelley chairs the Compensation Committee, a key role overseeing executive/director pay, succession planning, and management development; committee comprised solely of independent directors . Independence and robust attendance/engagement are demonstrated (≥75% attendance and participation in executive sessions) .
- Pay practices and investor alignment: Director pay includes modest cash retainer/meeting fees and time‑vested restricted stock with nonforfeitable dividends; stock ownership guideline enforced and exceeded, reinforcing alignment. No tax gross‑ups; hedging/pledging prohibited; corporate clawback policies cover executive incentive pay .
- Shareholder confidence signals: Say‑on‑pay support was ~96% in 2024, indicating investor endorsement of compensation governance .
- Potential conflicts/related‑party exposure: The Bank had ordinary‑course extensions of credit to policymaking officers/directors/associates (max outstanding $1.6mm during 2024; $2.1mm total maximum extensions at year‑end), overseen under a related‑party transactions policy and Regulation O procedures; loans were on market terms and not viewed as problematic. The proxy notes extensions to “certain members of the Compensation Committee or their associates,” though individual borrowers are not identified .
- RED FLAGS: None observed specific to Kelley—no pledging/hedging, no public‑company interlocks, no Section 16(a) delinquencies, and no disclosed related‑party transactions tied to her individually .