Bank of the James Financial Group (BOTJ) Proxy filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 20, 2025, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on the election of three directors, ratification of independent auditors, and an advisory vote on executive compensation.

• Proxy materials are distributed primarily online to reduce costs and support environmental conservation.

• Only common stockholders as of March 25, 2025, are eligible to vote; 4,543,338 shares are outstanding.

Voting matters and shareholder proposals

• Proposals include electing three directors, ratifying Elliott Davis as auditors for 2025, and a non-binding say-on-pay vote.

• Shareholders may submit proposals for the 2026 meeting by January 1, 2026.

• Voting can be done online, by phone, or by mail, and proxies can be revoked before voting concludes.

Board of directors and corporate governance

• The board consists of 13 members, with a majority qualifying as independent under NASDAQ rules.

• Directors are divided into three groups with staggered three-year terms; three nominees are up for election for terms expiring in 2028.

• The board values diversity in experience and background, though there is no formal diversity policy.

• The roles of Chairman and CEO are separated to enhance oversight.

• Four standing committees: Executive, Audit, Nominating, and Compensation, each with defined charters.