George R. Sisson III
About George R. Sisson III
Independent director at C&F Financial Corporation (CFFI) since 2020; age 71. Former longtime chairman and director at Peoples Bankshares, Incorporated and Peoples Community Bank (1987–2020), with small-business roots in insurance and active real estate experience. Currently a real estate agent at Historyland Realty LLC; previously owned Peoples Insurance Agency of Montross (1976; sold effective January 1, 2020). Core credentials center on community banking oversight, small-business leadership, and local market knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Bankshares, Incorporated | Director; Chairman of the Board | Director 1987–2020; Chairman since 2005 | Led strategic objectives, corporate policies, loan approval, and organizational leadership |
| Peoples Community Bank | Director; Chairman of the Board | Director 1987–2020; Chairman since 2005 | Community bank governance; loan approvals; policy setting |
| Peoples Insurance Agency of Montross | Owner/Operator | 1976–2020 (sold effective Jan 1, 2020) | Small-business management and customer-facing operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Historyland Realty LLC | Real Estate Agent | Current | Ongoing real estate practice |
The Board states no director (including Sisson) served as a director of another public company in the past five years .
Board Governance
- Independence: Affirmatively determined independent under NASDAQ standards; independent throughout 2024 .
- Committee assignments: Nominating Committee member; not listed on Audit or Compensation .
- Chair roles: None; Lead Independent Director is C. Elis Olsson (and Chair of Nominating) .
- Attendance: Board held 14 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Executive sessions: Two executive sessions of independent directors in 2024 .
- Board evaluation: Annual robust self-evaluation across Board and committees; charter adequacy reviewed .
| Governance Attribute | Detail |
|---|---|
| Board independence status | Independent |
| Committees | Nominating Committee (member) |
| Lead Independent Director | C. Elis Olsson |
| 2024 Board meetings | 14 (≥75% attendance for all directors) |
| 2024 committee meetings | Audit 5; Compensation 5; Nominating 2 |
| Executive sessions frequency | 2 in 2024 |
| Years on CFFI board | Director since 2020 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 29,875 | Comprised of annual retainer and per-meeting fees per disclosed schedule |
| All other compensation (dividends on unvested stock) | 968 | Nonforfeitable dividends on unvested director restricted stock |
| Total cash + other | 30,843 | Derived from cash fees plus dividends |
Key fee structure (Board-wide, contextual):
- 2024 annual director retainer: $13,650; meeting fees $1,300 per Board/Bank/Nominating meeting; $625 per Audit/Compensation meeting; committee chair add-ons (Audit $7,500; Compensation $6,050; Nominating $4,400). 2025 increases modestly (e.g., annual retainer $14,100; meeting fees up to $1,350/$650) .
Performance Compensation
Directors receive equity in the form of time-vested restricted stock (no options; no performance-based equity for directors).
| Grant Detail | Value |
|---|---|
| Stock award fair value (2024) | 20,772 |
| Shares granted (April 16, 2024) | 600 restricted shares |
| Grant-date fair value per share | $34.62 |
| Vesting | Full vest on April 15, 2025 (subject to accelerated vesting in certain circumstances) |
| Dividends on unvested shares | Nonforfeitable; included in “All Other” comp above |
Stock ownership holding rule: After vesting, may not sell more than 50% of award until minimum ownership guideline is met; directors must hold stock valued at ≥3x annual Board retainer. As of January 2, 2025, all non-employee directors exceeded the minimum .
Other Directorships & Interlocks
| Type | Company | Role | Overlap/Conflict Notes |
|---|---|---|---|
| Prior private/community bank | Peoples Bankshares; Peoples Community Bank | Director; Chairman | Historical leadership at an acquired institution (CFFI acquired Peoples in 2020). No other current public company boards in last five years per proxy |
Expertise & Qualifications
- Community banking governance and loan approval experience; chairman tenure at Peoples (strategic leadership and policy setting) .
- Small-business ownership and operations in insurance; real estate market expertise and local government familiarity via community engagement .
- Independent director aligned with NASDAQ standards; contributes local market and customer insights relevant to CFFI’s footprint .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 7,735 shares (includes 600 restricted shares) |
| Ownership as % of shares outstanding | ~0.24% (7,735 / 3,232,564) |
| Indirect holdings | 2,100 shares held by a church where Sisson shares voting/investment power voluntarily; excludes 738 shares held solely by spouse (disclaimed) |
| Pledged shares | None pledged for directors listed; insider policy prohibits pledging/hedging |
| Restricted shares outstanding | 600 (director grant from 2024) |
Related Party Exposure and Policies
- Policy: Audit Committee oversees a formal related-party transaction policy requiring arm’s-length terms and Regulation O compliance; only transactions in best interests of shareholders are approved .
- Aggregate director/officer loans: As of Dec 31, 2024, max extensions of credit to policy-making officers, directors, and associates were $2.1 million (0.9% of capital); maximum outstanding during 2024 was $1.6 million (0.7%). These were ordinary-course, market terms, and not problematic per management/Board. No specific director-level detail disclosed for Sisson .
- Section 16 compliance: The proxy lists several late Form 4s in 2024 by other directors; Sisson is not cited among late filers .
Governance Assessment
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Strengths:
- Independent status; participation on the Nominating Committee supports board refresh, skills mix, and diversity objectives .
- Attendance and engagement: Board-wide ≥75% attendance and full Annual Meeting participation; independent executive sessions held in 2024 .
- Ownership alignment: Holds 7,735 shares and is subject to director ownership guidelines; Board confirms all directors meet/exceed minimums .
- Shareholder-friendly controls: Clawback policies; prohibition on hedging/pledging; no 280G gross-ups; strong related-party transaction oversight .
-
Watch items:
- External commercial activities (real estate agent) imply potential incidental interactions with bank customers in local markets; no related transactions disclosed for Sisson, and policy/Reg O oversight is in place .
- Aggregate director/officer loans exist but are small vs. capital and at market terms; continue monitoring disclosures for any individual exposures .
-
Red flags:
- None disclosed specific to Sisson (no legal proceedings; no other public company interlocks; no pledging; not cited for delinquent Section 16 filings) .
Say-on-pay context (executive): High investor support (96% approval in 2024), underpinning overall governance credibility; while not about director pay, it signals shareholder alignment broadly .