Julie R. Agnew
About Julie R. Agnew
Dr. Julie R. Agnew, age 55, serves as an independent Class III director of C&F Financial Corporation (CFFI). She was a director from 2017–2022, resigned in August 2022, and was reappointed in January 2023; during the interim she was briefly employed by Vanguard Investment Group, Inc. She is the Richard C. Kraemer Term Professor of Business at William & Mary’s Raymond A. Mason School of Business, Faculty Executive Co‑Director of the Boehly Center for Excellence in Finance, a TIAA Institute Fellow, a member of Wharton’s Pension Research Council Advisory Board, and a Research Associate for Boston College’s Center for Retirement Research. Earlier, she worked as an investment banking analyst at Salomon Brothers and an equity research associate at Vector Securities International . The Board has affirmatively determined she is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C&F Financial Corporation / Citizens and Farmers Bank | Director; Bank Board member | 2017–Aug 2022; reappointed Jan 2023; currently serving as Class III director until the 2026 Annual Meeting | Provides insights on finance and economic risk |
| Vanguard Investment Group, Inc. | Employee (brief period) | Aug 2022–Jan 2023 | Employment during interim between resignation and reappointment |
| Salomon Brothers | Investment Banking Analyst | Prior to PhD | Capital markets/investment banking experience |
| Vector Securities International | Equity Research Associate | Prior to PhD | Sell-side equity research experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| William & Mary, Raymond A. Mason School of Business | Richard C. Kraemer Term Professor of Business | Current | Finance faculty leadership |
| Boehly Center for Excellence in Finance | Faculty Executive Co‑Director | Current | Program leadership in finance |
| TIAA Institute | Fellow | Current | Retirement/finance research affiliation |
| Wharton School’s Pension Research Council | Advisory Board Member | Current | Pension policy and research advisory |
| Center for Retirement Research at Boston College | Research Associate | Current | Retirement research affiliation |
Board Governance
- Independence: Determined independent for 2024; Board held two independent‑only executive sessions in 2024 .
- Attendance: In 2024, the Board met 14 times; each current director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership: Lead Independent Director is C. Elis Olsson; he chairs executive sessions and the Nominating Committee .
- Committee assignments (2024): Agnew serves on Audit and Nominating; not a chair . Audit Committee report lists Agnew as a member .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | D. Anthony Peay | 5 |
| Nominating | Member | C. Elis Olsson (Lead Independent Director) | 2 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 38,000 | Includes annual retainer and meeting fees; deferral optional under Non‑Qualified Deferred Compensation Plan |
| Stock Awards | 20,772 | Grant date fair value of annual restricted stock grant |
| All Other Compensation | 968 | Nonforfeitable dividends on unvested restricted stock |
| Total | 59,740 | Sum of components |
Fee schedule (structure applicable to all non‑employee directors):
| Fee Item | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual Board Retainer | 13,650 | 14,100 |
| Audit Committee Chair Retainer | 7,500 | 7,775 |
| Compensation Committee Chair Retainer | 6,050 | 6,275 |
| Nominating Committee Chair Retainer | 4,400 | 4,550 |
| Board/Bank Board/Nominating Meeting Fee | 1,300 per meeting | 1,350 per meeting |
| Audit/Compensation Committee Meeting Fee | 625 per meeting | 650 per meeting |
Performance Compensation
| Grant Date | Award Type | Shares | Fair Value per Share | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Apr 16, 2024 | Restricted Stock | 600 | 34.62 | 20,772 | Vests in full on Apr 15, 2025; nonforfeitable dividends on unvested shares |
Stock ownership guidelines: Directors must own shares equal to at least 3× the annual Board retainer; upon vesting, may not sell more than 50% of award until minimum ownership is achieved. As of Jan 2, 2025, each non‑employee director exceeded the guideline .
Other Directorships & Interlocks
- Public company boards: None of the directors or director nominees serve—or in the past five years have served—on any other SEC‑registered public company boards .
- Family relationships and legal proceedings: None reported that would be material to evaluating ability or integrity .
Expertise & Qualifications
- Finance and retirement research expertise (professor, institute affiliations) supporting risk and economic analysis .
- Prior investment banking and equity research experience providing capital markets and analytical skills .
Equity Ownership
| Holder | Shares Beneficially Owned | Includes Unvested Restricted | Percent of Class | Pledged |
|---|---|---|---|---|
| Julie R. Agnew | 4,172 | 600 | <1% (*) | None; directors’ shares not pledged |
Notes:
- Beneficial ownership per Rule 13d‑3; directors have sole voting/investment power unless noted; none of such shares are pledged .
- Insider Trading Policy prohibits pledging, hedging, short sales, margin accounts, or speculative trading by directors and executives .
Governance Assessment
- Strengths: Independent director with audit and nominating oversight; strong academic finance credentials; compliant with stock ownership guidelines; broad Board emphasis on risk oversight and regular executive sessions led by the Lead Independent Director . 2025 shareholder votes showed strong support for executive compensation (say‑on‑pay) and an annual vote cadence, indicating favorable investor sentiment toward governance framework .
- Engagement: Board held 14 meetings in 2024; Agnew met at least the 75% attendance threshold; all directors attended the 2024 Annual Meeting .
- Conflicts/Related party exposure: The proxy discloses ordinary‑course loans to certain directors/associates (0.9% of capital maximum credit lines; comparable terms to unrelated parties); no unfavorable features identified. Disclosure does not name Agnew among late Section 16 filers in 2024, suggesting timely reporting for her .
- RED FLAGS: None disclosed specific to Agnew. No pledging/hedging, no other public company directorships (reduces interlock risk), and no reported legal proceedings .