James T. Napier
About James T. Napier
Independent director of C&F Financial Corporation (CFFI) since 2016; age 72. Chairman and senior executive officer of Napier Realtors ERA, formerly president from 1991 to January 2023, with real estate industry experience dating to 1976. Prior bank governance experience includes serving on the board of Central Virginia Bankshares, Inc. from 1997 until its acquisition by C&F in 2013; he has served on the C&F Bank Board since 2013. Core credentials: real estate leadership, community banking board experience, regional market knowledge across greater Richmond and surrounding counties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Napier Realtors ERA | Chairman & Senior Executive Officer; previously President | President 1991–Jan 2023; current chairman/senior executive officer | Leads multi-branch brokerage across central VA; long-standing operational leadership |
| Central Virginia Bankshares, Inc. | Director | 1997–2013 | Community bank board experience prior to C&F’s acquisition |
| C&F Bank (subsidiary) | Director (Bank Board) | 2013–present | Ongoing service on the Bank Board post-acquisition |
| C&F Financial Corporation | Independent Director | 2016–present | Corporate board member supporting governance oversight |
External Roles
| Category | Role/Entity | Status |
|---|---|---|
| Other public company boards (past 5 years) | None | The Board states no director served on any other public company board in the past five years |
Board Governance
- Committee assignments: Audit Committee member; Nominating Committee member (not chair) .
- Independence: Affirmatively determined independent under NASDAQ standards (2024) .
- Attendance: Board met 14 times in 2024; Audit met 5; Nominating met 2. Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Lead independent director: C. Elis Olsson; Board held two executive sessions of independent directors in 2024 .
- Director class: Class II nominee to serve to the 2028 annual meeting if elected .
Fixed Compensation
| Component | Detail | Quantified Value |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | Aggregate cash paid to Napier | $38,000 |
| Equity (Stock Awards, 2024) | Grant date fair value | $20,772 |
| All Other Compensation (2024) | Nonforfeitable dividends on unvested stock | $968 |
| Total (2024) | Sum | $59,740 |
Director fee schedule (2024; structural details):
- Annual retainer: $13,650; meeting fees: $1,300 per monthly Board/Bank/Bank subsidiary/Nominating meeting; Audit/Compensation committee meeting fee: $625; committee chair retainers: Audit $7,500, Compensation $6,050, Nominating $4,400 .
- 2025 increases: annual retainer $14,100; chair retainers (Audit $7,775; Compensation $6,275; Nominating $4,550); meeting fees $1,350; Audit/Compensation meeting $650 .
Performance Compensation
| Award Type | Grant Details | Vesting | Dividends | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock | 600 shares granted on April 16, 2024 at $34.62 per share fair value | Vests in full on April 15, 2025 (subject to accelerated vesting in certain circumstances) | Nonforfeitable dividends on unvested shares | No director-specific performance metrics disclosed; awards are time-based for directors |
Performance metric framework for directors: None disclosed (director equity grants are not tied to TSR/ROA/ROE/ESG targets; they vest time-based) .
Other Directorships & Interlocks
| Company/Institution | Role | Overlap/Interlock |
|---|---|---|
| Central Virginia Bankshares, Inc. | Director (1997–2013) | Prior board service before acquisition by C&F |
| Napier Realtors ERA | Chairman & Senior Executive Officer | Private real estate brokerage; no related-party transactions with C&F disclosed |
| Other public company boards (past five years) | None | Board disclosure affirms none |
Expertise & Qualifications
- Real estate brokerage and development leadership across central Virginia; multi-decade operational experience (since 1976) .
- Community banking governance experience (Central Virginia Bankshares board; C&F Bank Board) .
- Local market knowledge of customers and communities served by C&F .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Feb 14, 2025) | 5,635 shares; includes 600 unvested restricted shares |
| Ownership as % of shares outstanding | ≈0.17% (5,635 ÷ 3,232,564 shares outstanding) |
| Vested vs. unvested | Unvested restricted: 600 shares; implied vested ≈5,035 shares (calculated) |
| Pledging/Hedging | None of such shares are pledged; hedging and pledging prohibited by Insider Trading Policy |
| Director ownership guidelines | Must hold stock valued at least 3× annual Board retainer; as of Jan 2, 2025, all non-employee directors met/exceeded guidelines |
Compensation Structure Analysis
- Mix: Director pay uses modest cash retainers/meeting fees plus time-based restricted stock; no options or performance-conditioned equity; option grants not used “in recent years” for executives and no director options shown .
- Benchmarking: Pearl Meyer review (2021) found director total comp at ~67th percentile; cash at ~61st; total Board cost ~76th percentile; Board approved modest increases effective Jan 1, 2024 and Jan 1, 2025 .
- Year-over-year changes: 2025 schedule increases modestly across retainers and meeting fees; structure remains cash-plus-time-based equity, keeping at-risk components limited for directors .
- Clawbacks/good governance: Clawback policies apply to incentive compensation (primarily executives), insider trading policy prohibits pledging/hedging; reinforces alignment and risk control .
Potential Conflicts & Related-Party Exposure
- Related-party transactions policy requires Audit Committee approval; thresholds >$120,000; loans to officers/directors/associates in ordinary course totaled $2.1 million maximum extensions of credit at YE 2024 (0.9% of capital) and $1.6 million max outstanding during 2024 (0.7% of capital), all on market terms and without unfavorable features; no Napier-specific transaction disclosed .
- Prohibition on pledging/hedging reduces alignment risks; independence affirmed .
Risk Indicators & Signals
- Independence and committee service (Audit/Nominating) support board effectiveness and risk oversight .
- Attendance met threshold; Board held executive sessions of independent directors; robust committee self-evaluation processes .
- No late Section 16 reports listed for Napier in 2024 (late filings noted for other individuals) .
- Retirement/tenure: Board’s age policy limits service after 75 (non-legacy exception for Bank-only directors prior to 1984); Napier at 72 implies near-term succession planning considerations without immediate constraint .
Governance Assessment
- Strengths: Independent status; dual service on Audit and Nominating committees; strong local market and real estate expertise; consistent meeting attendance; equity ownership guideline compliance; anti-hedging/anti-pledging policy .
- Alignment: Holds 5,635 shares including 600 unvested restricted shares; ownership ≈0.17% of outstanding; no pledging; directors required to hold 3× retainer; time-based equity aligns tenure but lacks performance linkage—which is typical for director comp .
- Conflicts: No disclosed related-party transactions tied to Napier or Napier Realtors; any director/officer banking relationships governed under Regulation O and reviewed; current exposures appear low and managed .
- Watch items: Age-based tenure limit approaching; continuing oversight of any real estate–bank interactions; ensure independence remains robust and attendance stays high .
Overall signal: Governance profile is solid for an independent director with audit participation and strong alignment policies; minimal conflict indicators disclosed, and compensation structure is modest and standard for community banks, supporting investor confidence .