C&F Financial Corporation (CFFI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 21, 2026, with proxy materials available online and voting options by internet, phone, or mail.

• 2025 financial results showed net income of $27.0 million and EPS of $8.29, with ROE at 11.11% and ROA at 1.01%.

• The company operates in community banking, mortgage banking, and consumer finance across multiple states.

Voting matters and shareholder proposals

• Election of five Class III directors to serve until the 2029 Annual Meeting.

• Advisory, non-binding vote on executive compensation (say-on-pay).

• Ratification of Yount, Hyde & Barbour, P.C. as independent auditor for fiscal year ending December 31, 2026.

• Shareholder proposals for the 2027 Annual Meeting must be submitted by January 25, 2027.

Board of directors and corporate governance

• Board consists of 13 members: 2 management, 11 independent, with diverse backgrounds and skills.

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

• Board leadership structure separates CEO and Chairman roles; annual self-evaluation and committee reviews.

• Directors are subject to stock ownership guidelines and regular attendance is encouraged.