Jason E. Long
About Jason E. Long
Jason E. Long serves as Executive Vice President, Chief Financial Officer, and Secretary of C&F Financial Corporation (CFFI). He is a named executive officer (NEO) in the company’s proxy and participates in the Retirement Plan with 10 years of credited service as of 12/31/2024, indicating a decade of tenure at the company’s banking subsidiary and/or consolidated group . His pay-for-performance is tied primarily to a relative ROE/ROA composite for annual cash incentives and three-year ROTCE percentile for long-term equity, aligning incentives to profitability and capital efficiency versus a defined regional banking peer set . Company performance in 2024 reflected net income of $19.9 million (down 16.1% YoY) with ROE of 9.02% and ROA of 0.80% . Over 2020–2024, CFFI’s TSR (value of an initial $100) progressed from 70.1 to 152.5, with 2024 above both 2023 and the 2024 peer composite .
Past Roles
Not disclosed in the 2024–2025 DEF 14A filings reviewed .
External Roles
Not disclosed in the 2024–2025 DEF 14A filings reviewed .
Fixed Compensation
Base salary and retirement/benefits
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 270,000 | 283,500 | 313,500 |
| Retirement Plan – Present Value ($) | 104,166 (as of 12/31/2023) | 104,166 (as of 12/31/2023) | 134,290 (as of 12/31/2024) |
| Nonqualified Plan – SERP Contribution ($) | 33,700 (for 2023; paid 2024) | 33,700 (for 2023) | 42,959 (for 2024; paid 2025) |
| Nonqualified Plan – Aggregate Balance ($) | 199,249 (12/31/2023) | 199,249 (12/31/2023) | 268,003 (12/31/2024) |
| All Other Compensation ($) | 71,269 | 72,430 | 82,386 |
Notes:
- 2024 base salary increased to $313,500 effective 1/1/2024 per Committee adjustments .
- Nonqualified Plan balances include an unvested portion; at 12/31/2024, $141,572 of Mr. Long’s aggregate balance was unvested (vests on death, disability, retirement, CIC, or after five years per-contribution) .
Performance Compensation
Short-term incentives (MIP – annual cash)
| Year | Target (as % of Base) | Performance Metric | Threshold / Target / Max | Actual Percentile/Score | Calculated Payout (% of Target) | Actual Award ($) |
|---|---|---|---|---|---|---|
| 2023 | 35% | Composite ROE/ROA vs peer; ROE excludes AOCI | 40th / 60th / 90th percentile | 72nd percentile | 129% | 128,244 |
| 2024 | 35% | Composite ROE/ROA vs peer; ROE excludes AOCI | 40th / 60th / 90th percentile | 63rd percentile | 106% | 105,000 (33% of base) |
- Committee discretion applied in 2024 to reduce CEO/CFO awards below calculated amounts in light of overall performance; Mr. Long received 33% of base salary ($105,000) vs calculated $116,583 .
Long-term equity incentives (Restricted Stock, 3-year graded vesting)
| Year (Performance) | Target LTI Value (% of Base) | Structure | Corporate Metric (Weight) | Target/Max (Percentile) | Actual Corporate Score | Actual Award Value ($) | Shares Granted | Vesting |
|---|---|---|---|---|---|---|---|---|
| 2023 | 35% | 50% annual, 50% performance | 3-yr ROTCE vs peer (50%) | 60th / 80th | 150% (87th pctile) | 124,032 | 2,250 (granted 2/20/2024) | 1/3 per year; earlier on/after age 65 + ≥1 yr |
| 2024 | 35% | 50% annual, 50% performance | 3-yr ROTCE vs peer (50%) | 60th / 80th | 132% (73rd pctile) | 127,442 | 1,625 (granted 2/18/2025) | 1/3 per year; earlier on/after age 65 + ≥1 yr |
- Vesting terms: time-based 3-year graded vesting; unvested shares accrue non-forfeitable dividends; earlier vesting at later of attaining age 65 or ≥1 year from grant for an executive reaching age 65 during the vesting period; accelerated vesting in certain separation scenarios (see Employment Terms) .
Pay versus performance (context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment (CFFI) | 70.1 | 99.7 | 117.2 | 141.4 | 152.5 |
| Net Income ($000s) | 22,424 | 29,123 | 29,369 | 23,746 | 19,918 |
| Adjusted ROE (%) | 12.54 | 15.22 | 13.64 | 11.68 | 9.05 |
| ROA (%) | 1.14 | 1.38 | 1.16 | 0.99 | 0.80 |
Equity Ownership & Alignment
Ownership, vesting pipeline, and policies
| Item | Detail |
|---|---|
| Beneficial Ownership | 9,600 shares; less than 1% of class |
| Unvested Restricted Stock (12/31/2024) | 4,016 shares valued at $286,140 (at $71.25) |
| Vesting Schedule (as of 12/31/2024) | 1,891 shares vesting 3/1/2025; 1,375 on 3/1/2026; 750 on 3/1/2027 |
| Value Realized on 2024 Vesting | 3,267 shares vested; $183,309 value realized |
| Stock Ownership Guidelines | 1x base salary requirement; all NEOs exceeded minimum as of 1/2/2025 |
| Hedging/Pledging | Executives are prohibited from pledging, short sales, margin accounts, and hedging transactions; shares listed are not pledged |
Implication: The unvested RS pipeline (4,016 shares over 2025–2027) creates periodic settlement events but hedging/pledging prohibitions, absence of options, and ongoing ownership guidelines mitigate forced selling pressure .
Employment Terms
Key agreements and protections
| Term | Summary |
|---|---|
| Employment Agreement (2021) | Provides severance on termination without cause or for good reason: lump sum equal to 1x annual base salary plus employer-paid portion of COBRA for 12 months; 12-month non-piracy and non-solicitation covenants; applies outside of change-in-control (CIC) context . |
| CIC Agreement | If terminated without cause or for good reason within 2 years post-CIC: lump sum 2x (highest base in prior 24 months + highest bonus in prior 3 years) plus 2 years of group health benefits; includes non-disclosure and non-competition covenants . |
| Special Termination (Anticipation of CIC) | If involuntarily terminated without cause prior to CIC at request of a third party or in anticipation of CIC: lump sum 1x highest base salary (prior 24 months) + 2x highest bonus (prior 3 years) in addition to employment agreement benefits . |
| Equity/Deferred Comp Treatment | Upon CIC or qualifying separation, unvested restricted stock and certain unvested SERP balances may vest per plan terms . |
| Clawback Policies | Dodd-Frank-compliant clawback plus supplemental policy; up to 100% recovery in cases of intentional misconduct leading to restatement . |
| Tax Gross-Ups | None; CIC payouts subject to “best net after-tax” cutback if needed to avoid 280G excise taxes . |
Potential payouts (hypothetical, if event occurred 12/31/2024)
| Scenario | Severance ($) | Accelerated RS ($) | Welfare Benefits ($) | SERP Accel ($) | Total ($) |
|---|---|---|---|---|---|
| By Company without cause | 313,500 | 286,140 | 19,203 | — | 618,843 |
| By Executive with good reason | 313,500 | — | 19,203 | — | 332,703 |
| After Change in Control | 883,488 | 286,140 | 51,269 | 141,572 | 1,362,469 |
| In Anticipation of CIC | 883,488 | 286,140 | 19,203 | — | 1,188,831 |
| Disability | — | 286,140 | — | 141,572 | 427,712 |
| Death | — | 286,140 | — | 141,572 | 427,712 |
Compensation Structure Analysis
- Year-over-year mix and discretion: 2024 short-term payout for CFO was reduced to 33% of base from the calculated 37% of base (106% of target), reflecting Committee discretion amid lower profitability; 2023 payout was 45% of base at 129% of target .
- Metric rigor and relative focus: Short-term uses a relative ROE/ROA composite (ROE excludes AOCI), limiting rate-driven distortions; long-term uses 3-year ROTCE vs peers; 2024 corporate LTI score was 132% (73rd percentile) vs 150% in 2023 (87th percentile), aligning payouts with multi-year returns .
- Equity structure and risk: LTI delivered entirely in time-vested restricted stock with non-forfeitable dividends; no options outstanding for NEOs, suggesting lower upside convexity and lower risk-taking incentives relative to options-heavy designs .
- Shareholder feedback: Say-on-pay support remained very strong (96% in 2024; 98% in 2023), indicating investor approval of program design and outcomes .
Other Governance and Risk Indicators
- Prohibition on hedging/pledging and insider trading controls are in force for executives; none of Mr. Long’s reported shares are pledged .
- Compensation consultant independence and peer benchmarking processes are disclosed (Pearl Meyer review in 2023) .
- No 280G gross-up provisions; “best net after-tax” protection applies .
- Insider equity pipeline: Unvested RS totaling 4,016 shares with vesting dates through 2027; value realized on 2024 vestings was $183,309 .
Multi‑Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 270,000 | 283,500 | 313,500 |
| Bonus | 13,717 | — | — |
| Stock Awards | 78,368 | 110,625 | 119,093 |
| Non‑Equity Incentive Plan Comp | 86,283 | 128,244 | 105,000 |
| Change in Pension Value/Nonqualified Earnings | 17,487 | 20,900 | 30,124 |
| All Other Compensation | 71,269 | 72,430 | 82,386 |
| Total | 537,124 | 615,699 | 650,103 |
Investment Implications
- Alignment: CFO pay is tightly tied to relative profitability (ROE/ROA composite) and multi-year ROTCE against a peer set, with Committee discretion demonstrated in 2024 to temper payouts—supportive of prudent risk management amid earnings pressure .
- Retention vs. selling pressure: A measured cadence of RS vesting (4,016 shares through 2027), strong ownership guidelines (meets/exceeds 1x salary), and hedging/pledging prohibitions reduce adverse trading signals; absence of options lowers near-term monetization catalysts .
- Change-in-control economics: 2x base+bonus multiple plus benefits (and special termination protections pre‑CIC) provide standard regional-bank retention economics without egregious terms (no tax gross-up); investors should factor potential dilution/expense if a CIC scenario emerges .
- Performance backdrop: TSR advanced to 152.5 in 2024, but profitability moderated (ROE 9.02%, ROA 0.80%); incentive metrics should continue to balance growth with capital efficiency and risk, with LTI tied to 3-year ROTCE supporting long-term value focus .
- Governance signaling: Consistent high say-on-pay support (96%/98%) and robust clawback framework reduce governance risk, supporting confidence in compensation oversight .