J. P. Causey Jr.
About J. P. Causey Jr.
Independent director of C&F Financial Corporation; age 81; director since 1984. A self‑employed attorney, he previously served 27 years at Canal Corporation (formerly Chesapeake Corporation), including Executive Vice President, Secretary, and General Counsel (2001–2011), and Plan Administrator, with direct oversight of corporate legal, communications, HR, business ethics, environmental compliance, and internal audit, and active participation in corporate strategy and SEC filings . The Board affirms his independence under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canal Corporation (formerly Chesapeake Corporation) | Executive Vice President, Secretary & General Counsel | 2001–2011 | Led legal, communications, HR, ethics, environmental compliance, internal audit; contributed to strategy and SEC filings |
| Canal Corporation | Plan Administrator | Not disclosed | Oversaw plan administration; part of long tenure at Canal |
| Private Practice | Self‑employed Attorney‑at‑Law | Current | Legal practitioner serving communities in C&F’s footprint |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public companies | None | Past 5 years | The proxy states no director served as a director of any other public company in past five years |
Board Governance
- Committee memberships: Audit, Compensation, and Nominating Committees; not a committee chair .
- Independence: Board determined Causey is independent under NASDAQ standards (and was independent during 2024) .
- Attendance: Board held 14 meetings in 2024; each current director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Two executive session meetings attended solely by independent directors were held in 2024 .
- Age policy exception: While directors are generally ineligible to serve after the Annual Meeting following their 75th birthday, this does not apply to persons serving as a Bank director on December 31, 1984 (applicable to Causey) .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $41,125 |
| Stock Awards (grant date fair value) | $20,772 |
| All Other Compensation (nonforfeitable dividends on unvested RS) | $968 |
| Total | $62,865 |
- Director cash/fee structure (2024): annual retainer $13,650; meeting fee $1,300 per monthly Board/Bank/Nominating meeting; $625 per Audit/Compensation Committee meeting; chair retainers paid only to designated chairs (not Causey) .
- 2025 fee adjustments: annual retainer increased to $14,100; Audit Chair retainer to $7,775; Compensation Chair retainer to $6,275; Nominating Chair retainer to $4,550; monthly attendance fee to $1,350; Audit/Compensation meeting fee to $650 .
Performance Compensation
| Equity Award Detail | 2024 Grant |
|---|---|
| Grant date | April 16, 2024 |
| Type | Restricted stock |
| Shares | 600 |
| Fair value per share (grant date) | $34.62 |
| Vesting | Vests in full on April 15, 2025; accelerated vesting under certain circumstances; dividends on unvested RS are nonforfeitable |
- Non‑employee director equity is time‑vested restricted stock; no disclosed performance metrics tied to director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None in past five years |
| Internal committees | Audit, Compensation, Nominating (member) |
Expertise & Qualifications
- Senior legal executive experience at a former SEC registrant with oversight of legal, compliance, HR, ethics, environmental, internal audit; active in corporate strategy and SEC reporting .
- Independent director status affirmed; participates in executive sessions via the lead independent director’s process .
- Community presence and legal practice within bank footprint .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 29,141 shares |
| Percent of class | * (less than 1%) |
| Unvested restricted stock outstanding (12/31/2024) | 600 shares |
| Additional holdings | 1,200 shares held by Mary Hedrick Causey Family Trust; Causey as trustee has voting/investment power |
| Hedging/pledging | Directors are prohibited from pledging, short‑selling, margin trading, or hedging company stock under Insider Trading Policy |
| Ownership guidelines | Directors must hold shares equal to 3× annual Board retainer; as of Jan 2, 2025 all non‑employee directors exceeded minimum |
Governance Assessment
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Strengths
- Broad governance and compliance experience (legal, internal audit, SEC filings) enhances oversight of risk, controls, and disclosure quality .
- Serves on all three key committees (Audit, Compensation, Nominating), supporting holistic governance and oversight; remains independent .
- Director equity and ownership guidelines promote alignment; directors exceeded minimum ownership thresholds; hedging/pledging prohibited .
-
Risks and potential conflicts
- Age‑limit exception permits board tenure beyond typical retirement age; succession and refresh considerations warranted for board effectiveness .
- Extensions of credit to directors/associates occurred in ordinary course (max outstanding $1.6M; 0.7% of year‑end capital); while on market terms, transactions require ongoing oversight under the related party policy .
- No other public company board service reduces interlock/conflict risk but may limit external market oversight experience flows .
-
Additional signals
- Say‑on‑pay support remained high (≈96% in 2024), indicating shareholder confidence in compensation governance broadly .
- No delinquent Section 16(a) reports were disclosed for Causey in 2024 (late filings were noted for other directors) .