S. Dustin Crone
About S. Dustin Crone
S. Dustin Crone (age 56) serves as President and Chief Executive Officer of C&F Finance Company, the consumer finance subsidiary of C&F Financial Corporation; he has been CEO since 2020 and President since 2010 . C&F Finance engages in indirect consumer lending for autos, marine and RVs across multiple U.S. regions . Company-wide 2024 performance declined versus 2023 (net income $19.9m vs $23.7m; ROE 9.02% vs 11.68%; ROA 0.80% vs 0.99%), with the consumer finance segment’s loans down ~$1.7m (<1%) YoY; management’s incentive framework emphasizes relative profitability (peer-ranked ROA/ROE, ROTCE) and business-unit results (earnings, asset quality, loan growth) . For 2024 incentive determinations, corporate 3-year ROTCE ranked at the 73rd percentile and short-term peer composite at the 63rd percentile .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| C&F Finance Company | Chief Executive Officer | 2020–present | CEO of consumer finance subsidiary; incentive evaluation includes earnings, asset quality, loan growth . |
| C&F Finance Company | President | 2010–present | Leads indirect consumer lending business . |
| C&F Finance Company | Executive Vice President | 2006–2009 | Senior leadership prior to promotion to President . |
External Roles
No public company directorships or external public board roles are disclosed for Mr. Crone in the company’s executive officer listings and proxy materials reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 290,000 | 305,000 | 317,500 |
- 2024 fixed benefits/perquisites: “All Other Compensation” totaled $74,411, which includes employer contributions to defined contribution plans (including a discretionary SERP contribution) and other perquisites; the 2024 discretionary SERP contribution credited in early 2025 was $37,825 .
- Mr. Crone is not a participant in the defined benefit Retirement Plan .
Performance Compensation
Short-Term Incentive (MIP) – FY 2024
| Component | Metric/Formula | Weighting | Target | Actual Outcome | Payout |
|---|---|---|---|---|---|
| Business-unit formula | % of C&F Finance net income (award % capped by BU ROA; 2024 max 0.90%) | N/A | N/A | 0.7% of BU net income | Included in total |
| Strategic objectives | Qualitative strategic objectives (up to 30% of salary) | N/A | N/A | 30% of base salary | Included in total |
| Total STIP | Sum of BU formula + strategic component | — | — | — | $105,000 (33% of salary) |
Notes:
- For CEO/CFO, corporate peer composite (ROE/ROA) drives awards; for Mr. Crone, BU profitability and strategic objectives govern the STIP .
Long-Term Incentive (Restricted Stock) – FY 2024 Award (granted Feb 18, 2025)
- Instrument and vesting: Restricted stock with graded vesting over three years, one-third annually; earlier vesting applies at or after age 65 with at least one year from grant; accelerated in specified cases (e.g., retirement, certain terminations) .
- Award design and scores:
- Target total value: 25% of base salary .
- Allocation: 50% annual component; 25% corporate performance (3-year ROTCE vs peer group); 25% business-unit performance .
- Scores: Corporate performance score 132% (73rd percentile, 14th of 49); BU performance score 50% for C&F Finance (2024) .
| Component | Weighting | Score | Value ($) |
|---|---|---|---|
| Annual (time-based) | 50% | Earned | 39,688 |
| Corporate performance (ROTCE vs peers) | 25% | 132% | 26,252 |
| Business-unit performance | 25% | 50% | 9,922 |
| Total LTI value | — | — | 75,862; 975 shares (based on $78.78 average) |
Equity Ownership & Alignment
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Stock ownership guidelines: 1.5x base salary for Mr. Crone; until met, must retain at least 50% of vested shares. As of Jan 2, 2025, each NEO (other than the retiring mortgage CEO) exceeded guidelines .
-
Hedging/pledging: Prohibited for directors and executive officers; insider policy also bars short sales and margin trading; beneficial ownership table notes shares are not pledged .
-
Beneficial ownership (as of Feb 14, 2025):
- Total shares: 8,437; includes 2,700 unvested restricted shares .
- Ownership as % of outstanding: ≈0.26% (8,437 / 3,232,564 shares outstanding) .
-
Unvested RSU-equivalent restricted shares schedule (as of Dec 31, 2024):
Vesting Date Unvested Shares Market Value at $71.25 3/1/2025 1,359 $96,829 3/1/2026 883 $62,914 3/1/2027 458 $32,633 Total 2,700 $192,375 -
Options: None outstanding for NEOs .
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Section 16 compliance: Historical note—one day-late Form 4 in 2018 related to tax withholding on vesting; otherwise the company reports compliance (by year) in proxies .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | 2021 agreement with C&F Finance; substantively similar to CEO/CFO agreements (one-year term, auto-renewals) . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: lump-sum equal to one year’s base salary plus 12 months employer-paid COBRA (subject to release and covenants) . |
| Change-in-Control (CIC) | Double-trigger: if terminated without cause or resigns for good reason within 2 years post-CIC, lump-sum equal to 2x (highest base salary in prior 24 months + highest annual bonus in prior 3 years) plus 2 years of health benefits; best net after-tax (no 280G gross-up) . |
| Special “anticipatory” CIC provision | If terminated without cause in anticipation of a CIC: special termination payment equal to 1x highest base salary (prior 24 months) + 2x highest annual bonus (prior 3 years), in addition to standard severance . |
| Equity on termination | Unvested restricted stock accelerates on certain terminations (see proxy for conditions); 2,700 shares shown unvested at 12/31/24 . |
| Restrictive covenants | Confidentiality and non-disparagement; non-piracy and non-solicitation (12 months); CIC agreements include non-competition . |
| Clawbacks | Dodd-Frank-compliant recoupment for restatements; up to 100% if intentional misconduct; recovery via forfeiture/recoupment mechanisms . |
| Hedging/Pledging Ban | Short sales, hedging, margin, and pledging prohibited for directors and executive officers . |
Multi-Year Compensation Summary (as reported)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 290,000 | 305,000 | 317,500 |
| Stock Awards – grant date FV ($) | 72,048 | 75,225 | 72,779 |
| Non-Equity Incentive Plan Comp ($) | 160,000 | 117,415 | 105,000 |
| All Other Compensation ($) | 73,281 | 81,895 | 74,411 |
| Total ($) | 595,329 | 611,120 | 569,690 |
Performance Compensation Mechanics (detail)
| Plan | Metric | Weighting | Target/Thresholds | Actual |
|---|---|---|---|---|
| STIP (Crone) | BU net income × sliding % (max % based on BU ROA; 2024 max 0.90%); plus strategic objectives (up to 30% of salary) | N/A | Committee-determined ranges; qualitative strategic goals | 0.7% of BU net income + 30% of salary; $105,000 total (33% of salary) |
| LTI – Corporate | 3-year ROTCE vs peer group | 25% | Threshold 40th, Target 60th, Max 80th percentile | 73rd percentile; 132% of target |
| LTI – Business Unit | BU earnings, asset quality, margin on loans for resale, strategic goals | 25% | 0–150% score | 50% score for C&F Finance (2024) |
| LTI – Annual | Time-based restricted stock | 50% | Earned with continued service | Earned component $39,688 |
Investment Implications
- Pay-for-performance alignment: Mr. Crone’s variable pay is tightly linked to C&F Finance profitability and asset quality, with long-term equity partially tied to corporate ROTCE versus peers (73rd percentile for the 3-year period), supporting long-horizon alignment but also exposing awards to relative profitability pressure if consumer credit normalizes further .
- Near-term selling pressure: 1,359 shares vest on 3/1/2025 from prior grants; the 975-share 2024 LTI award vests over three years. However, executive holding requirements (retain ≥50% of vested shares until 1.5x salary guideline met) and a blanket hedging/pledging ban mitigate sell pressure signals .
- Retention and CIC economics: Non-CIC severance (1x salary + COBRA) is modest; CIC protection (2x salary+bonus plus benefits; best-net tax treatment) provides meaningful but not excessive retention value relative to peers, with a double-trigger structure reducing change-of-control agency risk .
- Governance risk: Robust clawbacks, hedging/pledging prohibitions, and strong say-on-pay support (~96% in 2024) are positive; no option repricings or tax gross-ups disclosed. One historical minor Section 16 timing lapse (2018) appears isolated .