John A. Seaman, III
About John A. Seaman, III
Executive Vice President and Chief Credit Officer of C&F Bank, Mr. Seaman is one of CFFI’s named executive officers with 13 years of credited service under the Bank’s cash balance pension plan . His pay is tied chiefly to the Bank’s net income and asset quality, alongside corporate peer-relative metrics set by the Compensation Committee under the Management Incentive Plan (MIP) . In 2024, CFFI reported ROE of 9.02% and ROA of 0.80% with consolidated net income of $19.9 million; incentive outcomes for executives were calibrated to these results and peer rankings . CFFI prohibits pledging/hedging by executives and maintains dual clawback policies under SEC/Nasdaq rules, reinforcing alignment and risk controls .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| C&F Bank | EVP & Chief Credit Officer | 13 years credited service | Oversees credit quality underpinning Bank-level performance metrics used in MIP awards |
External Roles
No external directorships disclosed in CFFI’s 2024–2025 proxy statements for Mr. Seaman .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $248,000 | $272,000 |
| Target Short-Term Cash Incentive (% of base) | 25% | 25% |
| Actual Short-Term Cash Incentive ($) | $86,000 | $72,000 |
| Actual Short-Term Cash Incentive (% of base) | 35% | 26% |
| Pension – Present Value ($) | $316,862 | $369,324 |
| SERP Contribution to Nonqualified Plan ($) | $12,400 | $19,600 |
Performance Compensation
Short-term cash incentive structure: Based primarily on the net income and asset quality of C&F Bank, evaluated relative to historical trends and the Incentive Compensation Peer Group; Committee may adjust up to 200% of target .
Long-term equity incentive structure: Restricted stock with graded 3-year vesting; target award value set as % of base salary with allocations to annual component, corporate ROTCE percentile, and Bank business unit performance .
| Element | 2023 | 2024 |
|---|---|---|
| Short-Term: Target (% of base) | 25% | 25% |
| Short-Term: Performance Basis | Bank net income & asset quality; peer-relative evaluation | Bank net income & asset quality; peer-relative evaluation |
| Short-Term: Actual Payout (% of base / $) | 35% / $86,000 | 26% / $72,000 |
| Long-Term: Target Total Award Value (% of base) | 15% | 15% |
| Long-Term: Allocation – Annual Component | 50% | 50% |
| Long-Term: Allocation – Corporate Performance | 25% | 25% |
| Long-Term: Allocation – Business Unit (Bank) | 25% | 25% |
| Long-Term: Corporate Performance Score | 150% (ROTCE 87th percentile) | 132% (ROTCE 73rd percentile) |
| Long-Term: Bank Business Unit Score | 135% | 150% |
| Long-Term: Actual Award Value ($) | $45,105 | $49,194 |
| Long-Term: Shares Granted | 825 shares (granted 2/20/2024) | 625 shares (granted 2/18/2025) |
| Long-Term: Vesting | Graded over 3 years | Graded over 3 years |
Equity Ownership & Alignment
| Item | 2023 | 2024 |
|---|---|---|
| Beneficial Ownership (shares) | 4,494 (as of Feb 14, 2025) | 4,494 (as of Feb 14, 2025) |
| Ownership (% of shares outstanding) | <1% (asterisk per proxy) | <1% (asterisk per proxy) |
| Shares Pledged | None | None |
| Outstanding Unvested Restricted Stock (shares / $) | 1,875 / $127,856 (12/31/2023) | 825 / $58,781 (12/31/2024) |
| Stock Vested (shares / $ realized) | 1,460 / $87,070 (2023) | 1,875 / $107,178 (2024) |
| Ownership Guidelines | Minimum 1× salary; retain 50% of vested awards until met | NEOs exceeded minimum as of Jan 2, 2025 |
| Options (exercisable/unexercisable) | None outstanding | None outstanding |
| Hedging/Pledging Policy | Prohibited for directors and executive officers | Prohibited for directors and executive officers |
Employment Terms
Change-in-control agreement (CIC): Provides 2× the sum of highest annual base salary in prior 24 months plus highest annual bonus in prior 3 years, and two years of Group Health Plan benefits, for qualifying terminations during two years post-CIC or in anticipation of a CIC; includes non-disclosure and non-competition covenants; benefits paid on “best net after-tax” basis (no 280G gross-ups) .
Non-CIC termination: Table indicates no severance cash for Mr. Seaman upon termination without cause, but unvested restricted stock vests immediately; early retirement provisions allow post-termination vesting subject to non-compete; SERP balances vest upon retirement/change in control/death/disability .
Clawbacks: Dodd-Frank-compliant clawback and supplemental clawback policy covering incentive compensation, up to 100% recovery for intentional misconduct in a restatement context .
| Scenario (as of 12/31) | 2023 Amounts ($) | 2024 Amounts ($) |
|---|---|---|
| CIC: Severance Cash | $656,000 | $716,000 |
| CIC: Accelerated Restricted Stock | $127,856 | $58,781 |
| CIC: Welfare Benefits (NPV) | $35,476 | $41,364 |
| CIC: SERP (Nonqualified Plan) | $61,382 | $69,821 |
| CIC: Total | $880,714 | $885,966 |
| In Anticipation of CIC: Total | $819,332 | $816,145 |
| By Corporation Without Cause (Non-CIC): Total | Immediate vesting of restricted stock only; $127,856 | Immediate vesting of restricted stock only; $58,781 |
| Retirement: Total | Immediate vesting of specified restricted stock/SERP balances; $144,915 | SERP balances vest; $69,821 |
Additional vesting terms:
- Restricted stock grants are subject to graded vesting over three years, with earlier vesting at the later of age 65 or one year from grant; “Outstanding Equity Awards” show 825 shares scheduled to vest on 2/20/2025 (2024 table) .
- Early retirement accelerates vesting after termination subject to non-compete; death/disability accelerate vesting and SERP balances .
Investment Implications
- Pay-for-performance alignment: Short-term awards track Bank net income/asset quality with peer-relative calibration; 2024 payout moderated to 26% of base amid lower corporate ROE/ROA versus 2023, indicating discipline and governance oversight .
- Strong Bank execution signal: 2024 Bank business unit performance score of 150% drove above-target long-term equity outcomes for Seaman, reinforcing incentives tied to credit quality and profitability .
- Retention and selling pressure: Meaningful unvested restricted stock and graded vesting reduce near-term selling pressure; dividends on unvested shares and ownership guideline compliance further align incentives; no options and no pledging mitigate risk of forced sales .
- Downside protections without shareholder-unfriendly terms: CIC coverage uses “best net after-tax” reduction; no tax gross-ups; robust clawbacks and anti-hedging/pledging policies lower governance risk .