C&F Financial Corporation (CFFI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 15, 2025, to address director elections, executive compensation, auditor ratification, and other business.

• 2024 financial results showed net income of $19.9M and EPS of $6.01, both down from 2023; adjusted metrics exclude branch consolidation charges.

• Board recommends voting for all director nominees, executive compensation, annual say-on-pay, and auditor ratification.

Voting matters and shareholder proposals

• Four Class II directors nominated for election to serve until 2028.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes (Board recommends annual vote).

• Ratification of Yount, Hyde & Barbour, P.C. as independent auditor for 2025.

• Shareholder proposals for 2026 must be submitted by January 21, 2026.

Board of directors and corporate governance

• Board consists of 12 members: 10 independent directors and 2 management members.

• Board diversity includes three women and two directors from racial or ethnic minorities.

• Board committees (Audit, Compensation, Nominating) are composed solely of independent directors.

• Board leadership structure separates CEO and Chairman roles; lead independent director presides over executive sessions.

• Annual board and committee self-evaluations are conducted.