C & F FINANCIAL CORP Files DEF 14A Proxy Statement

Ticker: CFFI · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 913341

C & F Financial Corp DEF 14A Filing Summary
FieldDetail
CompanyC & F Financial Corp (CFFI)
Form TypeDEF 14A
Filed DateMar 8, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$23.7 million, $6, $29.4 million, $8, $5,000
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, C & F FINANCIAL CORP, Shareholder Meeting

TL;DR

<b>C & F FINANCIAL CORP has filed its DEF 14A proxy statement detailing executive compensation and corporate governance for the period ending April 16, 2024.</b>

AI Summary

C & F FINANCIAL CORP (CFFI) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. C & F FINANCIAL CORP filed a DEF 14A proxy statement on March 8, 2024. The filing is for the period ending April 16, 2024. The company's principal executive offices are located at Eighth & Main Streets, West Point, VA. The filing includes information related to executive compensation for PEO and Non-PEO members for the fiscal year ending December 31, 2023. The filing references data for fiscal years 2020, 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking C & F FINANCIAL CORP, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, equity awards, and pension values, enabling informed voting decisions at the upcoming shareholder meeting. As a DEF 14A filing, it signifies the company is preparing for its annual shareholder meeting where key corporate decisions, including the election of directors and executive compensation plans, are typically addressed.

Risk Assessment

Risk Level: low — C & F FINANCIAL CORP shows low risk based on this filing. The filing is a routine DEF 14A proxy statement, which is standard for publicly traded companies and does not indicate any unusual financial or operational events.

Analyst Insight

Review the executive compensation details and any proposed resolutions to understand potential impacts on shareholder value and corporate governance.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Data for this year is detailed in the filing.)
  • 2020-01-01 — Reporting Period Start (Included in historical data references.)
  • 2023-12-31 — Reporting Period End (Primary focus for compensation data.)

Key Players & Entities

  • C & F FINANCIAL CORP (company) — Registrant name
  • West Point, VA (location) — Business address
  • 0000913341 (company) — Central Index Key
  • 2024-03-08 (date) — Filing date
  • 2024-04-16 (date) — Period of report

FAQ

When did C & F FINANCIAL CORP file this DEF 14A?

C & F FINANCIAL CORP filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by C & F FINANCIAL CORP (CFFI).

Where can I read the original DEF 14A filing from C & F FINANCIAL CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by C & F FINANCIAL CORP.

What are the key takeaways from C & F FINANCIAL CORP's DEF 14A?

C & F FINANCIAL CORP filed this DEF 14A on March 8, 2024. Key takeaways: C & F FINANCIAL CORP filed a DEF 14A proxy statement on March 8, 2024.. The filing is for the period ending April 16, 2024.. The company's principal executive offices are located at Eighth & Main Streets, West Point, VA..

Is C & F FINANCIAL CORP a risky investment based on this filing?

Based on this DEF 14A, C & F FINANCIAL CORP presents a relatively low-risk profile. The filing is a routine DEF 14A proxy statement, which is standard for publicly traded companies and does not indicate any unusual financial or operational events.

What should investors do after reading C & F FINANCIAL CORP's DEF 14A?

Review the executive compensation details and any proposed resolutions to understand potential impacts on shareholder value and corporate governance. The overall sentiment from this filing is neutral.

How does C & F FINANCIAL CORP compare to its industry peers?

C & F Financial Corporation operates within the commercial banking sector, as indicated by its SIC code 6022.

Are there regulatory concerns for C & F FINANCIAL CORP?

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the content and distribution of proxy statements.

Industry Context

C & F Financial Corporation operates within the commercial banking sector, as indicated by its SIC code 6022.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the content and distribution of proxy statements.

What Investors Should Do

  1. Analyze the executive compensation tables for any significant changes or trends compared to prior years.
  2. Review the proposals to be voted on at the shareholder meeting for potential impact on the company's strategic direction.
  3. Examine disclosures related to equity awards and pension values to understand long-term incentive structures.

Key Dates

  • 2024-03-08: Filing Date — Indicates the official submission of the proxy statement.
  • 2024-04-16: Period of Report — Defines the timeframe the proxy statement pertains to.

Year-Over-Year Comparison

This is the initial filing of the DEF 14A for the 2024 proxy season, providing updated information for the upcoming shareholder meeting.

Filing Stats: 4,617 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2024-03-08 10:23:52

Key Financial Figures

  • $23.7 million — ed net income and earnings per share of $23.7 million and $6.92, respectively, for 2023, comp
  • $6 — earnings per share of $23.7 million and $6.92, respectively, for 2023, compared to
  • $29.4 million — 92, respectively, for 2023, compared to $29.4 million and $8.29, respectively, for 2022. The
  • $8 — for 2023, compared to $29.4 million and $8.29, respectively, for 2022. The Corpora
  • $5,000 — nual Meeting for a fee of approximately $5,000 plus expenses. 6 Table of Contents

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18 PROPOSAL TWO : ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 18 COMPENSATION DISCUSSION AND ANALYSIS 19 EXECUTIVE SUMMARY 19 COMPENSATION PHILOSOPHY AND PROCESS 21 ELEMENTS OF EXECUTIVE COMPENSATION 29 OTHER CONSIDERATIONS Compensation Policies and Practices as They Relate to Risk Management 38 Role of Discretion in the Compensation Process 38 Clawback Policy 38 Prohibition on Hedging and Pledging Transactions 39 Tax and Accounting Implications 39 EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS 39 COMPENSATION COMMITTEE REPORT 42 2023 EXECUTIVE COMPENSATION TABLES 43 OTHER COMPENSATION MATTERS Potential Payments Upon Termination or Change in Control 48 Equity Compensation Plan Information 49 CEO Pay Ratio 50 Pay Versus Performance 50 AUDIT COMMITTEE MATTERS 55 PROPOSAL THREE : RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 55 AUDIT COMMITTEE REPORT 57 OTHER MATTERS 59

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 59 Delinquent Section 16(a) Reports 60 Interest of Management in Certain Transactions 60 Other Business 61 Householding of Proxy Materials 61 Shareholder Proposals For 2025 Annual Meeting 62 Appendix A: Non-GAAP Financial Measures A- 1 i Table of Contents Overview of C&F Financial Corporatio n C&F Financial Corporation (the "Corporation") is a financial institution that has been focused on serving our customers and communities for over 95 years. We employ a diversified business strategy through our three business segments: Community banking segment – Provides retail and commercial banking products and services and full service brokerage offerings throughout eastern and central Virginia, Mortgage banking segment – Originates and sells residential mortgage loans in five states and offers services related to mortgage banking to other mortgage lenders, Consumer finance segment – Engaged in indirect consumer lending, providing financing for automobile, marine and recreational vehicles in 21 states. Proxy Summary The 2024 Annual Meeting of Shareholders (the "Annual Meeting") of the Corporation will be held on Tuesday, April 16, 2024, at 3:30 p.m. Eastern Time at C&F Financial Corporation, 3600 LaGrange Parkway, Toano, Virginia . The approximate mailing date of this Proxy Statement and accompanying proxy is March 8, 2024. The following matters will be considered at the Annual Meeting. Please refer to the information contained in this Proxy Statement related to each of these matters in considering your vote. Proposal Recommendation of the Board ONE Election of directors FOR ALL TWO Approval of the compensation of the Corporation's named executive officers (non-binding) FOR THREE Ratification of the appointment of the Corporation's independent registered public accounting firm FOR 2023 Financial Results The Corporation reported consolidated net income

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