Jeffery O. Smith
About Jeffery O. Smith
Independent director of C&F Financial Corporation since 2020; age 57. Currently Executive Director and CEO of the Virginia Air & Space Center; previously a 31-year public education leader, including Superintendent of Hampton City Schools (2015–2023). Brings knowledge of complex organizations, business practices, and deep community ties relevant to CFFI’s markets . The Board affirms his independence under NASDAQ standards; independent directors held two executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hampton City Schools (VA) | Superintendent | 2015–2023 | Led a large public education system; governance and community engagement experience . |
| Various VA school divisions | Educator/Administrator | Prior to 2015 (31-year public education career) | Operational leadership across eight divisions; organizational management . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Air & Space Center | Executive Director & CEO | Current | Nonprofit leadership; STEM/community engagement . |
| Sentara Healthcare | Board member | Prior service (dates not specified) | Health system governance; regional stakeholder insights . |
| Smart Beginnings Virginia Peninsula | Board member | Prior service | Early childhood/education nonprofit governance . |
| Virginia Air & Space Center (board) | Board member (prior) | Prior service | Governance experience tied to current executive role . |
| Williamsburg Health Foundation | Trustee | Prior service | Philanthropy/community health governance . |
None of the directors, including Dr. Smith, served as a director of any other public company in the past five years, reducing public-company interlock risk .
Board Governance
- Independence: Board determined Dr. Smith was independent during 2024 .
- Committees: Compensation and Nominating; not a chair .
- Attendance: Board met 14 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: C. Elis Olsson (also Nominating Chair) .
- Executive Sessions: Two sessions of independent directors in 2024 .
- Board evaluation: Annual robust self-evaluation of Board and each committee .
| Committee | Membership | Meetings (2024) |
|---|---|---|
| Compensation | Elizabeth R. Kelley (Chair), J.P. Causey Jr., C. Elis Olsson, Jeffery O. Smith | Not separately disclosed; overall Board 14 meetings |
| Nominating | C. Elis Olsson (Chair), Julie R. Agnew, J.P. Causey Jr., Audrey D. Holmes, James T. Napier, Paul C. Robinson, George R. Sisson III, Jeffery O. Smith | 2 |
| Audit | Peay (Chair), Agnew, Causey, Napier, Olsson, Robinson | 5 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash fees | $33,000 | Includes Board/committee meeting fees and retainers; deferral optional under Non-Qualified Plan . |
| Stock awards (grant-date fair value) | $20,772 | 600 restricted shares granted April 16, 2024 . |
| All other compensation | $968 | Nonforfeitable dividends on unvested restricted stock . |
| Total | $54,740 | 2024 director compensation. |
- Structure and fee levels (context): 2024 annual Board retainer $13,650; meeting fee $1,300 per monthly Board/Bank/Nominating meeting; Audit/Comp committee meeting fee $625; chair retainers: Audit $7,500, Compensation $6,050, Nominating $4,400. 2025 increases: Board retainer to $14,100; meeting fee to $1,350; Audit/Comp meeting fee $650; chair retainers adjusted modestly .
Performance Compensation
Director equity is time-based (not performance-conditioned). As a Compensation Committee member, Dr. Smith oversees performance-linked plans for executives; key metrics (used for 2024 NEO pay) are summarized to assess governance rigor.
| Metric | Target Framework | Actual Outcome (2024) | Payout Calibration |
|---|---|---|---|
| Short-term cash incentive (CEO/CFO) | Composite percentile of ROE (ex-AOCI) and ROA vs 48-bank peer group; threshold 40th, target 60th, max 90th/VA-first | 63rd percentile; ROE rank 20/49, ROA rank 19/49 | Calculated 106% of target; committee applied downward discretion for CEO/CFO . |
| Long-term equity incentive (corporate component) | 3-year ROTCE (ex-AOCI) vs peer group; threshold 40th, target 60th, max 80th | 73rd percentile (14/49) | Performance score 132% of target for corporate component . |
| Dr. Smith’s 2024 Director Equity Grant | Grant Date | Shares | Grant-date Fair Value/Share | Vesting | Dividend Rights |
|---|---|---|---|---|---|
| Restricted Stock | Apr 16, 2024 | 600 | $34.62 | Full vest Apr 15, 2025; accelerated only under specified circumstances | Nonforfeitable dividends on unvested shares . |
Other Directorships & Interlocks
- Public company boards: None in past five years (reduces interlocks/conflicts) .
- Nonprofit/Private boards: Sentara Healthcare, Smart Beginnings Virginia Peninsula, Virginia Air & Space Center, Williamsburg Health Foundation—strong regional network, potential positive information flow; monitor any banking relationships with these entities through ordinary course credit policies .
Expertise & Qualifications
- Complex organizational leadership and community insight relevant to retail banking footprint .
- Board governance experience across civic and nonprofit institutions .
- Independent director; participates in compensation oversight and board nominations, supporting board refresh and pay-for-performance rigor .
Equity Ownership
| Holder | Beneficial Shares | Includes Restricted? | % of Class | Pledged? |
|---|---|---|---|---|
| Jeffery O. Smith | 2,245 | Includes 600 restricted shares outstanding under the 2022 plan | <1% | None; no shares pledged . |
- Director stock ownership guidelines: Minimum holding equal to 3× annual Board retainer; all non-employee directors met/exceeded their guideline as of Jan 2, 2025 .
- Hedging/pledging policy: Directors and executive officers are prohibited from pledging, short-selling, margin accounts, or hedging transactions in CFFI stock .
Governance Assessment
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Strengths:
- Independence affirmed; active on Compensation and Nominating committees; Board uses robust evaluation process; independent leadership with Lead Independent Director .
- High shareholder support for say‑on‑pay (96% in 2024; 98% in 2023), indicating investor confidence in compensation oversight where Dr. Smith participates .
- Clear clawback policies compliant with Dodd-Frank; supplemental clawback for intentional misconduct—reduces pay risk .
- Ownership alignment via director stock grants, holding requirements, and anti-hedging/anti-pledging rules; Dr. Smith holds 2,245 shares and meets guideline thresholds .
-
Potential conflicts/RED FLAGS to monitor:
- Related-party credit: The bank extended ordinary-course credit to certain Compensation Committee members or associates; aggregate balances were small relative to capital (max $1.6mm during 2024, $2.1mm year-end lines) and on market terms with no unfavorable features, but continued oversight is warranted given committee membership .
- Filing compliance: No delinquent Section 16 reports noted for Dr. Smith; minor one-day late filings occurred for others—process control appears adequate .
-
Engagement:
- Attendance met the ≥75% threshold; all directors attended the 2024 Annual Meeting—signals engagement .
Overall, Dr. Smith’s independence, committee roles, compliance posture, and alignment with ownership and anti-hedging rules support investor confidence. Continued monitoring of ordinary-course insider credit and executive pay outcomes overseen by the Compensation Committee remains prudent .