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Preliminary Proxy Statement
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☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒ |
Definitive Proxy Statement
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☐ |
Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Old Point Financial Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Sincerely,
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Robert F. Shuford, Jr.
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Chairman of the Board and President
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1.
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To elect 12 directors to the Board of Directors of the Company to serve until the 2022 Annual Meeting of Stockholders, as described in the proxy statement accompanying this notice;
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2. |
To approve, in an advisory, non-binding vote, the compensation of the Company’s named executive officers, as described in the proxy statement accompanying this notice;
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3. |
To ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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4. |
To transact such other business as may properly come before the meeting or any adjournment thereof.
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By Order of the Board of Directors,
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Eugene M. Jordan, II
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Secretary to the Board
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* |
Our proxy statement for the Annual Meeting; and
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* |
Our 2020 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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Name (Age)
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Director
Since (*)
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Principal Occupation For Past Five Years
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Stephen C. Adams (70)
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2014
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Vice President/Secretary Treasurer,
The POMOCO Group, Inc., operator of automobile dealerships and real estate developments
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Russell Smith Evans, Jr. (78)
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1993
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Retired, Assistant Treasurer and Corporate Fleet Manager, Ferguson Enterprises, Inc.
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Michael A. Glasser (67)
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2009
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Attorney-at-Law, Member Glasser & Glasser, P.L.C.
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Dr. Arthur D. Greene (76)
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1994
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Retired Sentara Healthcare Administrator Retired Orthopaedic Surgeon
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John Cabot Ishon (74)
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1989
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President, Hampton Stationery
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William F. Keefe (62)
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2016
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Managing Director,
McRae Capital Management, Inc. Former Senior Portfolio Manager, TSP Capital Management Group, LLC
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Tom B. Langley (67)
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2015
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President, Langley & McDonald
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Robert F. Shuford, Sr. (83)
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1965
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Retired, Chairman of the Board, President & CEO, Old Point Financial Corporation; Retired, Chairman of the Board, Old Point National Bank
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Name (Age)
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Director
Since (*)
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Principal Occupation For Past Five Years
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|||
Robert F. Shuford, Jr. (56)
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2009
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Chairman of the Board, President & CEO, Old Point Financial Corporation (since January 2020) and Old Point National Bank; Former Senior Executive Vice President Chief Operating Officer, Old Point National
Bank
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Ellen Clark Thacker (59)
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2006
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Retired Executive Director, Peninsula SPCA; Former Executive Director,
Gloucester-Mathews Humane Society
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Elizabeth S. Wash (63)
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2021
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Retired President, Virginia Shredders dba Shred-It
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Joseph R. Witt (60)
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2007
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President, Financial Services/Chief Strategy Officer, Old Point National Bank; Former Senior Executive Vice President and Chief Business Development Officer, Old Point National Bank
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(1) |
Stephen C. Adams – Mr. Adams received his B.S. degree from McIntire School of Commerce, University of Virginia and his Master of Science degree in Accounting from the University of Virginia. He
previously worked at Financial Accounting Standards Board from 1974 to1976; at Peat Marwick Mitchell (currently KPMG) CPAs from 1976 to 1979; Hart, Adams Toney CPAs from 1979 to 1986; and from 1986 to the present at The POMOCO Group, Inc.
Mr. Adams is well known in the community and has served on many local boards and civic organizations. His past and present expertise in the financial arena makes him a valuable member for serving on the Company’s Audit Committee and
Nominating and Corporate Governance Committee. The Board feels that his financial expertise qualifies Mr. Adams as an “audit committee financial expert” for the Company’s Audit Committee. Mr. Adams also served on the Company’s Peninsula
Regional Board until his election to the Company’s and the Bank’s Boards of Directors.
|
(2) |
Russell Smith Evans, Jr. – Mr. Evans served in the Army as an officer and retired medically from combat wounds. He is a graduate of Virginia Military Institute, where he received a B.A. in
History, and received his M.B.A. from the College of William & Mary. He was employed at Ferguson Enterprises, a Wolseley Company, for 37 years and held the title of Assistant Treasurer/Corporate Fleet Manager. Mr. Evans is a member of
the Finance Committee at First United Methodist Church in Hampton. Mr. Evans serves on the Audit Committee,
|
(3) |
Michael A. Glasser – Mr. Glasser received a B.A. in Government from the University of Virginia and a law degree from the University of Richmond Law School. He has been practicing law for over
40 years. A few of the diverse areas of his practice include: representation of banks, credit unions, and financial services companies; commercial litigation; commercial disputes; and arbitration. Mr. Glasser is involved in many civic and
professional organizations and prior to being elected to the Bank Board, he had prior experience serving on another local bank board. Mr. Glasser serves on the Compensation and Benefits Committee, Strategic Planning Committee and
Executive Committee. He is also Co-Chairman of the Bank’s Southside Regional Board. We feel that his experience representing financial services companies and serving on another bank’s board provides insight that makes Mr. Glasser a
valuable asset to the Company’s Board.
|
(4) |
Dr. Arthur D. Greene – Dr. Greene received his B.S. from Knoxville College and his M.D. from Howard University College of Medicine. Dr. Greene completed his internship in general surgery at
Akron General Hospital and his residency in Orthopaedic Surgery at Akron General Hospital and Pediatric Orthopaedic Surgery at Akron Children’s Hospital. He also served in the U.S. Army Medical Corps as Chief of Orthopaedics at Kenner
Army Hospital. He practiced medicine for 35 years. Dr. Greene began his private practice in 1977 and joined the practice of Tidewater Orthopaedic Associates with two large offices in Hampton and Newport News, of which he was a partner. He
worked as an Administrator at Sentara Careplex Hospital until December 31, 2011, where he was responsible for much of the day-to-day responsibilities of medical affairs. Dr. Greene served as a director of Sentara Healthcare and is
involved in many professional organizations in the community. Dr. Greene is the Lead Independent Director, serves on the Company’s Audit Committee, Board Risk Committee, Compensation and Benefits Committee, Executive Committee, and
Chairman of the Nominating and Corporate Governance Committee. He was also the Chairman of the Trust Company Board from June 2013 through October 2018 and served as Lead Independent Director of the Trust Company Board from October 2018 to
March 2020. The Board feels that the multiple degrees of expertise make Dr. Greene an asset to the Company’s Board.
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(5) |
John Cabot Ishon – Mr. Ishon is a 1969 graduate of Virginia Military Institute with a B.S. in Biology. After graduation he taught and coached at Thomas Eaton Junior High School. He, later, left
teaching and joined the family business of Hampton Stationery that serves the Hampton Roads area. This business supplies office furniture, luggage and training room furniture and equipment. Mr. Ishon is very active in the community and
serves on many local boards. Mr. Ishon serves on the Trust Company’s Board, the Strategic Planning Committee, Board Risk Committee, Capital Management Committee, and is Chairman of the Directors Loan Committee. Mr. Ishon is Chairman of
the Bank’s Peninsula Regional Board. The Board feels that Mr. Ishon’s extensive financial and management background and involvement in the community make him an excellent candidate to serve as a director of the Company.
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(6) |
William F. Keefe – Mr. Keefe was elected to the Board in May 2016. He was initially appointed to the Board pursuant to a settlement agreement with Financial Edge Fund, L.P., Financial
Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC, Mr. John W. Palmer and Mr. Richard J. Lashley, as Managing Members of PL Capital,
LLC, PL Capital Advisors, LLC and Goodbody/PL Capital, LLC (collectively, the PL Capital Group), and Mr. Keefe (the Settlement Agreement). Mr. Keefe has been nominated for election to the Board at the Annual Meeting in accordance with the
Settlement Agreement. Mr. Keefe is the Managing Director of McRae Capital Management, Inc. located in Morristown, New Jersey and was previously Senior Portfolio Manager at TSP Capital Management Group, LLC. He is an advisor to high-net
worth clients and is a member of the firm’s Investment Committee. Mr. Keefe has worked at various commercial banks in New Jersey and has held executive and senior financial management positions in those institutions. Mr. Keefe also has
prior experience as a member of a bank board of directors along with board committee representation. Mr. Keefe serves on the Company’s Audit Committee and as Chairman of the Compensation and Benefits Committee. The Board feels that, with
his financial and board experience, Mr. Keefe is well qualified to serve as a director of the Company.
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(7) |
Tom B. Langley – Mr. Langley is a graduate of Norfolk Academy, North Carolina State University with a B.S. in Civil Engineering and the University of Florida, Master of Engineering. Mr. Langley
is President of Langley & McDonald, a regional civil engineering, planning and surveying firm for residential, commercial, institutional and industrial land development for both private and governmental clients. Mr. Langley has a
particular specialty in waterfront projects, such as marinas, dredging, riparian apportionments, shoreline erosion, etc. Mr. Langley is active in the Southside area and serves on various community boards. Mr. Langley serves as Co-
Chairman on the Bank’s Southside Regional Board and also serves on the Company’s and the Bank’s Boards. He also serves on the Strategic Planning Committee, Capital Management Committee and as Chairman of the Board Risk Committee. The
Board feels that his organizational skills and business background make Mr. Langley a valuable asset as a director on the Company’s Board.
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(8) |
Robert F. Shuford, Sr. – Mr. Shuford, Sr. received his B.S. degree in Business Administration from the University of North Carolina. He served as an officer in the U.S. Navy Supply Corps. Mr.
Shuford, Sr. has an extensive operational background both in the financial industry and other civic and professional organizations with more than 50 years of service in different capacities for the Company and its affiliates. Mr. Shuford,
Sr. served on many of the Company’s internal committees. Mr. Shuford, Sr. serves on the Company’s and the Bank’s Boards, as well as on the Trust Company’s Board. This background enables Mr. Shuford, Sr. to contribute his resulting
expertise and perspectives to board discussions regarding strategic planning. In addition, Mr. Shuford, Sr.’s previous service in policy-making positions at other organizations also demonstrates that he has the leadership skills required
of a director of the Company.
|
(9) |
Robert F. Shuford, Jr. – Mr. Shuford, Jr. received his B.S. in Biomedical Engineering from Duke University, and served as an officer in the U.S. Navy. He has had previous management and
technical experience in the operations, sales, and marketing fields as a Director and Vice President at other companies. Mr. Shuford, Jr. is a graduate of the Virginia Bankers Association School of Bank Management and attended the RMA-ECU
Commercial Credit and Lending School. In July 2003, he was promoted to Executive Vice President and Chief Operating Officer. In June 2012, Mr. Shuford, Jr. rose to the Senior Executive Vice President Officer level with executive
responsibility for Branch Administration, Retail, Services, Facilities, Bank Applications, Information Technology, Electronic Banking, Account Services, and Marketing. In September 2015, he was appointed as President and CEO of the Bank
and in February 2019, he was appointed Chairman of the Board of the Bank. In January 2020, he was appointed President and CEO and Chairman of the Board of the Company. He represents the Company throughout the community by serving on the
boards of many high profile non-profit organizations. Mr. Shuford, Jr. has been appointed by the Mayor and the Governor to serve the City of Hampton and the Commonwealth of Virginia in various capacities. He also serves on many of the
Company’s internal committees as well as on the Trust Company’s Board. This experience and management background make him an excellent candidate to serve as a director of the Company.
|
(10) |
Ellen Clark Thacker – Mrs. Thacker received her B.A. in English from Virginia Commonwealth University. Mrs. Thacker worked at BFI Waste Services, L.L.C. from 1983 until 2007. She began as an
intern and was promoted to District Vice President/General Manager. She was responsible for the overall operational and financial management of the company and managed 100 employees and annual revenues in excess of $40 million. Mrs.
Thacker worked as Executive Director of the Gloucester-Mathews Humane Society until November 2012. She retired in April 2018 as Director of the Peninsula SPCA and joined the Peninsula SPCA Board of Directors in May 2018. Mrs. Thacker is
affiliated with various organizations in the community, including the Hampton Roads MS Community Council, and was appointed by the Governor Terry McAuliffe in 2015 to the Virginia Board for Waste Management Facility Operations and
appointed to the York County Citizens Board for Charitable Giving November 2018. Mrs. Thacker serves on the Executive Committee, Board Risk Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee and
Strategic Planning Committee, and is Chairman of the Company’s Audit Committee. She also serves on the Trust Company’s Board. The Board feels that Mrs. Thacker is an asset to the Company as a director because of her previous leadership
and operational experience, as well as her non-profit experience.
|
(11) |
Elizabeth S. Wash – Mrs. Wash received her B.A. in Education and M.B.A. from the College of William and Mary. From 1984 to 1997, she worked for Bell Atlantic as a business analyst, Marketing and
Consumer Finance Manager, and Director of Consumer and Small Business Finance. In 1997, she led the development and growth of Virginia Shredders doing business as Shred-It, the first on-site document shredding company in the region. Her
leadership included establishing offices in both Hampton and Richmond and negotiating contracts with major healthcare systems, financial institutions and local governments. She grew the franchise to a 48-employee organization with 18
mobile shredding trucks before negotiating the sale of the company in 2014. She also represented Shred-it franchisees for two terms on the Shred-it Advisory Board. She has served on the boards of the American Heart Association Hampton
Roads and the Bernadine Franciscan Sisters Foundation, and is a graduate of the CIVIC Leadership Institute. Mrs. Wash serves on the Trust Company’s Board and was appointed Lead Independent Director of the Trust Company Board in March,
2020. She was appointed to the Company Board and Bank Board in March 2021. The Board feels Mrs. Wash is an asset to the Company as a director because of her previous entrepreneurial leadership and business experience.
|
(12) |
Joseph R. Witt – Mr. Witt received his B.S. in Commerce from the University of Virginia, his M.B.A. from the University of Richmond and is a licensed Certified Public Accountant in the
Commonwealth of Virginia. He worked as an auditor and tax accountant for international accounting firms for five years after graduating from college with a degree in Accounting. He spent eight years as Director of Finance for a national
medical distribution company. He joined Ferguson Enterprises in 1996 as Corporate Controller and then served as Ferguson’s Corporate Treasurer from 1999 to 2008. Mr. Witt joined the Bank in 2008 as an Executive Vice President to lead the
Corporate Banking area. In 2012, he was promoted to Senior Executive Vice President and Chief Administrative Officer with executive responsibility for Commercial Lending, Treasury Services, Credit Administration, Finance, Human Resources
and Old Point Mortgage, LLC. In 2015, Mr. Witt was promoted to Senior Executive Vice President and Chief Business Development Officer. In January 2020, he was appointed to Executive Vice President/Financial Services of the Company and
Chief Strategy Officer & President, Financial Services of the Bank. His primary responsibilities include development and execution of the strategic plan, oversight of fee based business and expanding lines of business. He is active in
many civic and professional organizations in the community and serves on many of the Company’s internal committees, as well as on the Trust Company Board. The Board feels that Mr. Witt’s extensive financial education and experience make
him an asset to the Company’s Board.
|
Shares
Beneficially
Owned (1)
|
Class
Beneficially
Owned (22)
|
||||||||
Stephen C. Adams
|
9,391
|
(2)
|
*
|
||||||
James Reade Chisman
|
299,349
|
(3)(4)
|
5.73
|
%
|
|||||
Russell Smith Evans, Jr.
|
17,813
|
(5)
|
*
|
||||||
Michael A. Glasser
|
6,915
|
(6)
|
*
|
||||||
Dr. Arthur D. Greene
|
15,427
|
(7)
|
*
|
||||||
John Cabot Ishon
|
50,602
|
(8)
|
*
|
||||||
William F. Keefe
|
7,200
|
(9)
|
*
|
||||||
Tom B. Langley
|
8,045
|
(10)
|
*
|
||||||
Robert. F. Shuford, Sr.
|
492,953
|
(3)(11)
|
9.43
|
%
|
|||||
Robert F. Shuford, Jr.
|
37,818
|
(12)
|
*
|
||||||
Ellen Clark Thacker
|
103,711
|
(13)
|
1.98
|
%
|
|||||
Elizabeth S. Wash
|
2,423
|
(14)
|
*
|
||||||
Joseph R. Witt
|
13,404
|
(15)
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*
|
||||||
Eugene M. Jordan, II
|
228,120
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(3)(16)
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4.37
|
%
|
|||||
Elizabeth T. Beale
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1,606
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(17)
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*
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||||||
Thomas Hotchkiss
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1,574
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(18)
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*
|
||||||
All directors & executive officers as a group (18 persons)
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912,429
|
(19)
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17.46
|
%
|
|||||
>5% Stockholders
|
|||||||||
James Reade Chisman
|
|
|
|
|
|||||
609 Washington Street
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|||||||||
Hampton, Virginia 23669
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299,349
|
(3)(4) |
5.7
|
% | |||||
Robert F. Shuford, Sr.
|
|
|
|
|
|||||
101 East Queen Street
|
|||||||||
P. O. Box 3391
|
|||||||||
Hampton, Virginia 23669
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492,953
|
(3)(11) |
9.4
|
% | |||||
PL Capital Group
|
|
|
|
|
|||||
750 Eleventh Street South, Suite 202
|
|||||||||
Naples, Florida 34102
|
489,528
|
(20) |
9.4
|
% | |||||
FJ Capital Management, LLC
|
|
|
|
|
|||||
1313 Dolley Madison Blvd., Ste 306
|
|||||||||
McLean, Virginia 22101
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512,121
|
(21) |
9.8
|
% |
(1) |
For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Exchange Act under which, in general, a person is deemed to be the beneficial owner of a security if he or she
has or shares the power to vote or direct the voting of the security or the power to dispose of or direct the disposition of the security, or if he or she has the right to acquire beneficial ownership of the security within sixty days.
|
(2) |
Includes 107 shares as to which Mr. Adams shares voting and investment power and 222 shares held by Mr. Adams’s spouse, as to which Mr. Adams has no voting or investment power. Includes 600 restricted shares over which Mr. Adams does
not have investment power until such shares vest. Mr. Adams has sole voting power with regard to these shares.
|
(3) |
In their capacities as directors of VuBay Foundation, James Reade Chisman, Robert F. Shuford, Sr., Eugene M. Jordan, II and one other director of VuBay Foundation, each share with the other two directors voting and investment power
with respect to 194,552 shares held by VuBay Foundation.
|
(4) |
Includes 20,500 shares held by Mr. Chisman’s spouse, as to which Mr. Chisman shares voting and investment power through a power of attorney and 17,468 shares held by Mountain Eagle Co., of which Mr. Chisman is President and has shared
voting and investment power and includes 56,980 shares that are pledged as collateral. Includes 600 restricted shares over which Mr. Chisman does not have investment power until such shares vest. Mr. Chisman has sole voting power with
regard to these shares.
|
(5) |
Includes 7,088 shares held by Mr. Evans’ spouse, as to which Mr. Evans has no voting or investment power. Includes 600 restricted shares over which Mr. Evans does not have investment power until such shares vest. Mr. Evans has sole
voting power with regard to these shares.
|
(6) |
Includes 2,000 shares held by the Richard S. Glasser Family, LLC, as to which Mr. Glasser manages and has sole voting and investment power. Includes 600 restricted shares over which Mr. Glasser does not have investment power until
such shares vest. Mr. Glasser has sole voting power with regard to these shares.
|
(7) |
Includes 600 restricted shares over which Dr. Greene does not have investment power until such shares vest. Dr. Greene has sole voting power with regard to these shares.
|
(8) |
Includes 7,500 shares as to which Mr. Ishon shares voting and investment power, and 15,210 shares held by Mr. Ishon’s spouse, as to which Mr. Ishon has no voting or investment power. Also includes 101 shares held by Hampton Stationery,
for which Mr. Ishon is President and has shared voting and investment power. Includes 600 restricted shares over which Mr. Ishon does not have investment power until such shares vest. Mr. Ishon has sole voting power with regard to these
shares.
|
(9) |
Includes 600 restricted shares over which Mr. Keefe does not have investment power until such shares vest. Mr. Keefe has sole voting power with regard to these shares.
|
(10) |
Includes 600 restricted shares over which Mr. Langley does not have investment power until such shares vest. Mr. Langley has sole voting power with regard to these shares.
|
(11) |
Includes 600 restricted shares over which Mr. Shuford, Sr. does not have investment power until such shares vest. Mr. Shuford, Sr. has sole voting power with regard to these shares.
|
(12) |
Includes 4,274 shares held by Mr. Shuford, Jr.’s spouse as custodian for their children under the Uniform Transfer to Minors Act and an additional 1,044 shares held by his spouse as to which Mr. Shuford, Jr. has no voting or investment
power. Includes 4,079 restricted shares over which Mr. Shuford, Jr. does not have investment power until such shares vest. Mr. Shuford, Jr. has sole voting power with regard to these shares.
|
(13) |
Includes 76,888 shares as to which Mrs. Thacker shares voting and investment power, and 831 shares held by her spouse as to which Mrs. Thacker has no voting or investment power. Includes 600 restricted shares over which Mrs. Thacker
does not have investment power until such shares vest. Mrs. Thacker has sole voting power with regard to these shares.
|
(14) |
Includes 1,707 shares as to which Mrs. Wash shares voting and investment power.
|
(15) |
Includes 3,681 restricted shares over which Mr. Witt does not have investment power until such shares vest. Mr. Witt has sole voting power with regard to these shares.
|
(16) |
Includes 7,950 shares as to which Mr. Jordan, II shares voting and investment power and 200 shares held by Mr. Jordan, II’s spouse, as to which Mr. Jordan, II has no voting or investment power. Also includes 2,326 shares held in a
Trust for Mr. Jordan, II’s spouse, as to which he has no voting or investment power. Includes 2,342 restricted shares over which Mr. Jordan, II does not have investment power until such shares vest. Mr. Jordan, II has sole voting power
with regard to these shares.
|
(17) |
Includes 1,418 restricted shares over which Mrs. Beale does not have investment power until such shares vest. Mrs. Beale has sole voting power with regard to these shares.
|
(18) |
Includes 1,163 restricted shares over which Mr. Hotchkiss does not have investment power until such shares vest. Mr. Hotchkiss has sole voting power with regard to these shares.
|
(19) |
Includes shares held by Donald S. Buckless, including 2,397 restricted shares over which Mr. Buckless does not have investment power until such shares vest. Mr. Buckless has sole voting power with regard to these shares. Also includes
shares held by Susan R. Ralston, including 1,100 restricted shares over which Mrs. Ralston does not have investment power until such shares vest but has sole voting power with regard to these shares.
|
(20) |
Based solely on information as of January 14, 2021 contained in Amendment No. 5 to Schedule 13D (Schedule 13D/A) filed with the SEC on January 19, 2021 by PL Capital Group. According to the Schedule 13D/A, as of January 14, 2021, PL
Capital Advisors, LLC had shared voting and investment power with respect to 489,528 shares, John W. Palmer had shared voting and investment power with respect to 489,528 shares, Richard J. Lashley had shared voting and investment power
with respect to 489,528 shares.
|
(21) |
Based solely on information as of December 31, 2020 contained in Amendment No. 5 to Schedule 13G (Schedule 13G/A) filed with the SEC on February 10, 2021 by FJ Capital Management, LLC. According to the Schedule 13G/A, FJ Capital
Management, LLC has shared voting and investment power with respect to 512,121 shares, Financial Opportunity Fund, LLC has shared voting and investment power with respect to 308,627 shares, Financial Hybrid Opportunity Fund, LLC has
shared voting and investment power with respect to 76,173 shares, Financial Hybrid Opportunity SPV I, LLC has shared voting and investment power with respect to 112,321 shares, and Martin Friedman has shared voting and investment power
with respect to 512,121 shares.
|
(22) |
All percentages are based on 5,225,295 shares of common stock outstanding, which includes shares that are outstanding but not presently entitled to vote.
|
• |
developing and recommending to the Board criteria for the selection of new directors and recommending to the Board nominees for election as directors and appointment to committees;
|
• |
developing, recommending modifications to, and monitoring and enforcing compliance with our corporate governance practices, including our Board Code of Ethics and other policies and procedures, to the Board;
|
• |
advising the Board on corporate governance matters, including as appropriate obtaining updates on corporate governance developments from professional advisors.
|
Name (1)
|
Fees Earned
or Paid in
Cash
($)
|
Stock Awards
($)
(2)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
(3)
|
Total ($)
|
|||||||||||||||||||||
Stephen C. Adams
|
$
|
31,200
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
40,926
|
|||||||||||||||||
James Reade Chisman
|
$
|
34,000
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
43,726
|
|||||||||||||||||
Russell Smith Evans, Jr.
|
$
|
40,400
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
50,126
|
|||||||||||||||||
Michael A. Glasser
|
$
|
28,000
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
37,726
|
|||||||||||||||||
Dr. Arthur D. Greene
|
$
|
57,650
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
67,376
|
|||||||||||||||||
John Cabot Ishon
|
$
|
52,500
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
62,226
|
|||||||||||||||||
William F. Keefe
|
$
|
33,000
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
42,726
|
|||||||||||||||||
Tom B. Langley
|
$
|
39,650
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
49,376
|
|||||||||||||||||
Ellen Clark Thacker
|
$
|
43,600
|
$
|
9,450
|
--
|
--
|
--
|
$
|
276
|
$
|
53,326
|
(1) |
Robert F. Shuford, Sr. is not included in this table because he served as CEO briefly during 2020. His compensation as an employee during 2020 and his compensation as a non-employee director following his retirement as CEO on January
3, 2020 is reporting in the Summary Compensation Table on page 31. Robert F. Shuford, Jr., and Joseph R. Witt are not included in this table because during 2020, they were employees of the Company and the Bank and did not separately
receive compensation for their Board service. Their compensation is reported in the Summary Compensation Table on page 31.
|
(2) |
These amounts reflect the grant date fair value of the restricted stock awards received under the Incentive Stock Plan on April 1, 2020 (calculated in accordance with ASC Topic 718 based on the closing price of the Company’s common
stock on the grant date). As of December 31, 2020, each non-employee director had 600 shares of unvested restricted stock outstanding.
|
(3) |
The amounts represent nonforfeitable dividends paid on unvested restricted stock awards pursuant to the Incentive Stock Plan.
|
Base
Salary
|
Incentive
Compensation
|
Equity
Compensation
|
||||
Chief Executive Officer
|
75%
|
15%
|
10%
|
|||
President & CEO (Trust)
|
75%
|
15%
|
10%
|
|||
Other NEOs
|
75%
|
15%
|
10%
|
•
|
Return on Average Assets
|
(weighting 50%)
|
•
|
Net Non-Interest Expense to Average Assets
|
(weighting 25%)
|
•
|
Non-performing Assets to Total Assets
|
(weighting 25%)
|
Performance Measurement
|
Goal
|
Actual
|
Achievement Level
|
|||
Return on Average Assets
|
0.68%
|
0.45%
|
Below Threshold
|
|||
Net Non-interest Expense to Average Assets
|
2.25%
|
2.34%
|
Below Threshold
|
|||
Non-performing assets to Total Assets
|
0.57%
|
0.10%
|
Above Stretch/Maximum
|
• |
Medical and dental insurance (portion of costs);
|
• |
Medical/dependent care reimbursement plan;
|
• |
Health Savings Plan;
|
• |
Life insurance;
|
• |
Short and long-term disability insurance;
|
• |
Participation in the Old Point Financial Corporation Employee Stock Purchase Plan (the ESPP) through which employees (other than Mr. Shuford, Sr., who was not eligible to participate) can purchase shares of the Company’s common stock
at a discount; and
|
• |
Participation in the Company’s 401(k) plan, including the Company match.
|
Name and
Principal
Position
|
Year
|
Salary ($)
|
Bonus ($) (2)
|
Stock Awards
($) (3)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($) (4) |
Total ($)
|
||||||||||||||||||
Robert F. Shuford, Sr. (1) Retired CEO |
2020
|
$
|
11,683
|
--
|
$
|
9,450
|
--
|
$
|
40,643
|
$
|
61,776
|
||||||||||||||
2019
|
$
|
300,000
|
--
|
$
|
30,005
|
$
|
45,000
|
$
|
11,200
|
$
|
386,205
|
||||||||||||||
2018
|
$
|
300,000
|
--
|
$
|
30,034
|
$
|
13,922
|
$
|
11,384
|
$
|
355,340
|
||||||||||||||
Robert F. Shuford, Jr.
CEO
|
2020
|
$
|
357,577
|
$
|
50,000
|
$
|
28,350
|
--
|
$
|
51,840
|
$
|
487,767
|
|||||||||||||
2019
|
$
|
348,012
|
--
|
$
|
35,100
|
$
|
45,000
|
$
|
51,039
|
$
|
479,151
|
||||||||||||||
2018
|
$
|
337,235
|
--
|
$
|
34,030
|
$
|
15,649
|
$
|
50,098
|
$
|
437,012
|
||||||||||||||
Eugene M. Jordan, II
Trust President & CEO
|
2020
|
$
|
204,952
|
--
|
$
|
16,223
|
--
|
$
|
9,538
|
$
|
230,713
|
||||||||||||||
2019
|
$
|
200,304
|
--
|
$
|
20,206
|
$
|
29,580
|
$
|
8,396
|
$
|
258,486
|
||||||||||||||
2018
|
$
|
194,165
|
--
|
$
|
19,593
|
$
|
9,011
|
$
|
33,825
|
$
|
256,594
|
||||||||||||||
Joseph R. Witt
EVP/Financial Services
|
2020
|
$
|
321,462
|
$
|
41,000
|
$
|
26,594
|
--
|
$
|
58,647
|
$
|
447,703
|
|||||||||||||
2019
|
$
|
313,969
|
--
|
$
|
31,653
|
$
|
45,000
|
$
|
12,262
|
$
|
402,884
|
||||||||||||||
2018
|
$
|
304,389
|
--
|
$
|
30,730
|
$
|
14,126
|
$
|
11,393
|
$
|
360,638
|
||||||||||||||
Elizabeth T. Beale (5) CFO |
2020
|
$
|
210,000
|
$
|
27,200
|
$
|
16,538
|
--
|
$
|
8,424
|
$
|
262,162
|
|||||||||||||
2019
|
$
|
172,079
|
--
|
$
|
7,978
|
$
|
30,418
|
$
|
7,015
|
$
|
217,490
|
||||||||||||||
2018
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||
Thomas Hotchkiss (5)
CCO
|
2020
|
$
|
230,481
|
$
|
29,900
|
$
|
18,317
|
--
|
$
|
9,996
|
$
|
288,694
|
|||||||||||||
2019
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||
2018
|
--
|
--
|
--
|
--
|
--
|
--
|
(1) |
Mr. Shuford, Sr. retired effective January 3, 2020.
|
(2) |
The amounts in this column reflect the bonus amounts paid under the discretionary awards to key performers because the Incentive Plan did not activate in 2020.
|
(3) |
These amounts reflect the grant date fair values of the restricted stock awards received under the Incentive Stock Plan on April 10, 2018, March 20, 2019, and April 1, 2020 (calculated in accordance with ASC Topic 718 and based on the
closing price of the Company’s common stock on the grant date).
|
(4) |
Amounts for 2020 shown in the “All Other Compensation” column are detailed in the table below.
|
(5) |
Mrs. Beale was not an NEO for 2018. Mr. Hotchkiss was not an NEO for 2019 or 2018.
|
Name
|
Perquisites and
Other Personal
Benefits (1)
|
Tax Gross-
Ups and
Reimburse-
ments (2)
|
Dividends paid
on
Stock/Option
Awards (3)
|
Discounted
Securities
Purchases
|
Payments/
Accrual on
Termination
Plans
|
Company
Contributions
to Defined
Contribution
Plans (4)
|
Company Paid
Life Insurance
Premiums (5)
|
Other (6)
|
||||||||||||||||||||||||
Robert F. Shuford, Sr.
|
--
|
--
|
$
|
276
|
--
|
--
|
$
|
467
|
--
|
$
|
39,900
|
|||||||||||||||||||||
Robert F. Shuford, Jr.
|
--
|
$
|
13,144
|
$
|
1,778
|
--
|
--
|
$
|
11,400
|
$
|
25,518
|
--
|
||||||||||||||||||||
Eugene M. Jordan, II
|
--
|
--
|
$
|
1,023
|
--
|
--
|
$
|
8,515
|
--
|
--
|
||||||||||||||||||||||
Joseph R. Witt
|
--
|
$
|
15,516
|
$
|
1,608
|
--
|
--
|
$
|
11,400
|
$
|
30,123
|
--
|
||||||||||||||||||||
Elizabeth T. Beale
|
--
|
--
|
$
|
555
|
--
|
--
|
$
|
7,869
|
--
|
--
|
||||||||||||||||||||||
Thomas Hotchkiss
|
--
|
--
|
$
|
419
|
--
|
--
|
$
|
9,577
|
--
|
--
|
(1) |
None of the NEOs received perquisites or other personal benefits in excess of $10,000 in 2020.
|
(2) |
The amounts in this column reflect the tax gross-ups for the premiums paid for the 162 Plan for Messrs. Shuford, Jr. and Witt.
|
(3) |
The amounts represent nonforfeitable dividends paid on unvested restricted stock awards pursuant to the Incentive Stock Plan. The amount for Mr. Shuford, Sr. was post-employment director compensation.
|
(4) |
The amounts in this column reflect the Company’s match of 401(k) plan contributions.
|
(5) |
The amounts in this column reflect the amounts paid in premiums for the 162 Plan. No amounts are included with respect to BOLI because the Company had no incremental cost attributable to BOLI in 2020.
|
(6) |
The amount in this column reflects post-employment director compensation for Mr. Shuford, Sr.
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (1)
|
Estimated Possible Payouts Under
Equity Incentive Plan Awards
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
|
Exercise of
Base Price
of Option
Awards
($/Sh)
|
Grant Date
Fair Value
of Stock
and Option
Awards
($)(2)
|
|||||||||||||||||||||||||||||||||||||||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
(#)
Threshold
|
(#)
Target
|
(#)
Maximum
|
|||||||||||||||||||||||||||||||||||||
Robert F. Shuford, Sr. (3) |
4/1/2020
|
--
|
--
|
--
|
--
|
--
|
--
|
600
|
--
|
--
|
$
|
9,450
|
||||||||||||||||||||||||||||||||
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||||||||||||
Robery F. Shuford, Jr. |
4/1/2020
|
--
|
--
|
--
|
--
|
--
|
--
|
1,800
|
--
|
--
|
$
|
28,350
|
||||||||||||||||||||||||||||||||
--
|
$
|
10,530
|
$
|
52,650
|
$
|
94,770
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||||||||||||||
Eugene M. Jordan, II
|
4/1/2020
|
--
|
--
|
--
|
--
|
--
|
--
|
1,030
|
--
|
--
|
$
|
16,223
|
||||||||||||||||||||||||||||||||
--
|
$
|
6,060
|
$
|
30,300
|
$
|
54,540
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||||||||||||||
Joseph R. Witt |
4/1/2020
|
--
|
--
|
--
|
--
|
--
|
--
|
1,625
|
--
|
--
|
$
|
26,594
|
||||||||||||||||||||||||||||||||
--
|
$
|
9,495
|
$
|
47,475
|
$
|
85,455
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||||||||||||||
Elizabeth T. Beale |
4/1/2020
|
--
|
--
|
--
|
--
|
--
|
--
|
1,050
|
--
|
--
|
$
|
16,538
|
||||||||||||||||||||||||||||||||
--
|
$
|
6,300
|
$
|
31,500
|
$
|
56,700
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||||||||||||||
Thomas Hotchkiss |
4/1/2020
|
--
|
--
|
--
|
--
|
--
|
--
|
1,163
|
--
|
--
|
$
|
18,317
|
||||||||||||||||||||||||||||||||
--
|
$
|
6,750
|
$
|
33,750
|
$
|
60,750
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(1) |
Under the Incentive Plan, to ensure dollars are available based on performance to fund the plan, the Company must achieve a minimum level of budgeted net income to formally fund the Incentive Plan. The amounts in the threshold column
reflect the estimated threshold amounts payable under the Incentive Plan for 2020 if the threshold level of budgeted net income is reached. The amounts in the target column reflect the estimated target amounts payable under the Incentive
Plan for 2020 if the target level of budgeted net income is reached. The amounts in the maximum column reflect the estimated maximum amounts payable under the Incentive Plan for 2020 if the maximum level or higher of budgeted net income
is reached. Incentive Plan payout opportunities for the NEOs ranged from 0% to 18.0% of the NEO’s annual base salary earned for 2020. Actual amounts paid under the Incentive Plan for performance are generally reported in the “Non-Equity
Incentive Plan Compensation” column in the Summary Compensation Table. The threshold, target and maximum amounts noted above for the Incentive Plan are estimates based on salary amounts at the time the target bonus award percentage and
performance goals were determined in 2020, although the amounts ultimately paid under the plan would be based on salaries actually earned for 2020.
|
(2) |
These amounts reflect the grant date fair values of the restricted stock awards received under the Incentive Stock Plan on April 1, 2020 (calculated in accordance with ASC Topic 718 and based on the closing price of the Company’s
common stock on the grant date).
|
(3) |
Reflects restricted stock award received as a non-employee director.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||||||
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares or
Units That
Have Not
Vested (#)
(1)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
(2)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units, or
Other
Rights That
Have Not
Vested ($)
|
|||||||||||||||||||||||||||
Robert F.
Shuford, Sr.
|
4/1/2020 (3)
|
--
|
--
|
--
|
--
|
--
|
600
|
$
|
11,376
|
--
|
--
|
||||||||||||||||||||||||||
Robert F. Shuford, Jr. |
4/1/2020 (3)
|
--
|
--
|
--
|
--
|
--
|
660
|
$
|
12,514
|
--
|
--
|
||||||||||||||||||||||||||
3/20/2019 (5)
|
--
|
--
|
--
|
--
|
--
|
1,619
|
$
|
30,696
|
--
|
--
|
|||||||||||||||||||||||||||
4/1/2020 (6)
|
--
|
--
|
--
|
--
|
--
|
1,800
|
$
|
34,128
|
--
|
--
|
|||||||||||||||||||||||||||
Eugene M.
Jordan, II
|
4/9/2018 (4)
|
--
|
--
|
--
|
--
|
--
|
380
|
$
|
7,205
|
--
|
--
|
||||||||||||||||||||||||||
3/20/2019 (5)
|
--
|
--
|
--
|
--
|
--
|
932
|
$
|
17,671
|
--
|
--
|
|||||||||||||||||||||||||||
4/1/2020 (6)
|
--
|
--
|
--
|
--
|
--
|
1,030
|
$
|
19,529
|
--
|
--
|
|||||||||||||||||||||||||||
Joseph R.
Witt
|
4/9/2018 (4)
|
--
|
--
|
--
|
--
|
--
|
596
|
$
|
11,300
|
--
|
--
|
||||||||||||||||||||||||||
3/20/2019 (5)
|
--
|
--
|
--
|
--
|
--
|
1,460
|
$
|
27,682
|
--
|
--
|
|||||||||||||||||||||||||||
4/1/2020 (6)
|
--
|
--
|
--
|
--
|
--
|
1,625
|
$
|
30,810
|
--
|
--
|
|||||||||||||||||||||||||||
Elizabeth
T. Beale |
3/20/2019 (5)
|
--
|
--
|
--
|
--
|
--
|
368
|
$
|
6,977
|
--
|
--
|
||||||||||||||||||||||||||
|
--
|
--
|
--
|
--
|
--
|
1,050
|
$
|
19,908
|
--
|
--
|
|||||||||||||||||||||||||||
Thomas Hotchkiss |
4/1/2020 (6)
|
--
|
--
|
--
|
--
|
--
|
1,163
|
$
|
22,050
|
--
|
--
|
(1) |
These shares were granted under the Company’s Incentive Stock Plan.
|
(2) |
This amount represents the fair market value of the restricted stock as of December 31, 2020. The closing price of the Company’s common stock was $18.96 on that date.
|
(3) |
Reflects time-based restricted stock granted, 100% of which vested on April 1, 2021.
|
(4) |
Reflects time-based restricted stock granted, 25% of which vested on April 9, 2019, 25% of which vested on April 9, 2020, and 50% of which vests on April 9, 2021.
|
(5) |
Reflects time-based restricted stock granted, 100% of which vests on March 20, 2022.
|
(6) |
Reflects time-based restricted stock granted, 100% of which vests on April 1, 2023.
|
Name
|
Number Shares Acquired
on Vesting (#) (3)
|
Value Realized on
Vesting ($) (2)
|
||||||
Robert F. Shuford, Sr.
|
2,258
|
$
|
61,885
|
|||||
Robert F. Shuford, Jr.
|
330
|
$
|
5,234
|
|||||
Eugene M. Jordan, II
|
190
|
$
|
3,013
|
|||||
Joseph R. Witt
|
298
|
$
|
4,726
|
|||||
Elizabeth T. Beale
|
--
|
--
|
||||||
Thomas Hotchkiss
|
--
|
--
|
(1) |
None of the NEOs exercised any stock options during 2020.
|
(2) |
Value realized is the number of shares that vested multiplied by the closing stock price of the Company’s common stock on the date of vesting. For purposes of this table, where a vesting date was a non-business day, the Company’s
common stock closing stock price on the business day prior to the vesting was used.
|
(3) |
Represents the total number of restricted shares that vested during 2020.
|
Plan Category
|
(a)
|
(b)
|
(c)
|
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
|
Weighted-average exercise
price of outstanding options,
warrants and rights
|
Number of securities
remaining available for future
issuance under equity
compensation plans (exluding securities reflected in column (a)) |
|
Equity compensation plans approved by security holders:
|
--
|
--
|
--
|
2016 Incentive Stock Plan (1)
|
--
|
--
|
256,066
|
Exmployee Stock Purchase Plan (2)
|
--
|
--
|
232,451
|
Equity compensation plans not approved by security holders
|
--
|
--
|
--
|
Total
|
--
|
--
|
488,517
|
Payments and Benefits (1)
|
Death, Termination Due
to Incapacity, and
Retirement
|
Termination Without
Cause or for Good
Reason Not in
Connection with Change
of Control (2)
|
Termination Without
Cause or for Good
Reason within 2 Years
after a Change of
Control (3)(4)
|
|||||||||
Robert F. Shuford, Jr.
|
||||||||||||
Severance (8)
|
--
|
$
|
815,000
|
$
|
1,186,680
|
|||||||
Incentive Plan (5)
|
$
|
50,000
|
--
|
--
|
||||||||
Resricted Stock (6)
|
$
|
80,770
|
--
|
$
|
80,770
|
|||||||
Post-Retirement Life Insurance (7)
|
$
|
720,465
|
--
|
--
|
||||||||
Health & Welfare Benefits (8) (9)
|
--
|
$
|
28,848
|
$
|
28,848
|
|||||||
Total
|
$
|
851,235
|
$
|
843,848
|
$
|
1,296,298
|
||||||
Eugene M. Jordan, II
|
||||||||||||
Severance (8)
|
--
|
$
|
441,660
|
$
|
641,787
|
|||||||
Incentive Plan (5)
|
--
|
--
|
--
|
|||||||||
Resricted Stock (6)
|
$
|
44,404
|
--
|
$
|
44,404
|
|||||||
Post-Retirement Life Insurance (7)
|
$
|
322,140
|
--
|
--
|
||||||||
Health & Welfare Benefits (8) (9)
|
--
|
$
|
22,224
|
$
|
22,224
|
|||||||
Total
|
$
|
366,544
|
$
|
463,884
|
$
|
708,415
|
||||||
Joseph R. Witt
|
||||||||||||
Severance (8)
|
--
|
$
|
552,000
|
$
|
716,751
|
|||||||
Incentive Plan (5)
|
$
|
41,000
|
--
|
--
|
||||||||
Resricted Stock (6)
|
$
|
72,920
|
--
|
$
|
72,920
|
|||||||
Post-Retirement Life Insurance (7)
|
$
|
577,606
|
--
|
--
|
||||||||
Health & Welfare Benefits (8) (9)
|
--
|
$
|
18,384
|
$
|
18,384
|
|||||||
Total
|
$
|
691,526
|
$
|
570,384
|
$
|
808,055
|
||||||
Elizabeth T. Beale
|
||||||||||||
Severance (8)
|
--
|
--
|
$
|
358,214
|
||||||||
Incentive Plan (5)
|
$
|
27,200
|
--
|
--
|
||||||||
Resricted Stock (6)
|
$
|
26,885
|
--
|
$
|
26,885
|
|||||||
Post-Retirement Life Insurance
|
--
|
--
|
--
|
|||||||||
Health & Welfare Benefits (8) (9)
|
--
|
--
|
$
|
21,816
|
||||||||
Total
|
$
|
54,085
|
--
|
$
|
406,915
|
|||||||
Thomas Hotchkiss
|
||||||||||||
Severance (8)
|
--
|
--
|
$
|
266,516
|
||||||||
Incentive Plan (5)
|
$
|
29,900
|
--
|
--
|
||||||||
Resricted Stock (6)
|
$
|
22,050
|
--
|
$
|
22,050
|
|||||||
Post-Retirement Life Insurance
|
--
|
--
|
--
|
|||||||||
Health & Welfare Benefits (8) (9)
|
--
|
--
|
$
|
11,112
|
||||||||
Total
|
$
|
51,950
|
--
|
$
|
299,678
|
(1) |
Mr. Shuford, Sr. retired as President and CEO of the Company on January 3, 2020. Upon retirement, Mr. Shuford, Sr. received accelerated vesting of restricted stock as disclosed above in the Option Exercises and Stock Vested table.
|
(2) |
Under their employment agreements, if Mr. Witt resigns for good reason or his employment is terminated without cause not in connection with a change of control, he will be entitled to receive a severance payment payable in equal
installments over 18 months equal to the sum of (i) 18 months of his annual base salary at the time of termination and (ii) 1.5 times the average of the annual bonuses paid for the two calendar years prior to the year of termination.
Under their employment agreements, if Mr. Shuford, Jr. or Mr. Jordan, II resigns for good reason or his employment is terminated without cause not in connection with a change of control, he will be entitled to receive a severance
payment payable in equal installments over 24 months equal to the sum of (i) 24 months of his annual base salary at the time of termination and (ii) two times the average of the annual bonuses paid for the two calendar years prior to
the year of termination.
|
(3) |
Under their employment agreements, if Mr. Witt resigns for good reason or his employment is terminated without cause within two years after a change of control, he will be entitled to receive a severance payment payable in equal
installments over 24 months equal to two times his annual base salary at the time of termination and average bonus payable for the 5 calendar years preceding the calendar year in which the termination occurs (beginning with 2018). Under
their employment agreements, if Mr. Shuford, Jr. or Mr. Jordan, II resigns for good reason or his employment is terminated without cause within two years after a change of control, he will be entitled to receive a severance payment
payable in equal installments over 24 months equal to 2.99 times his annual base salary at the time of termination and average bonus payable (or 2 for Mr. Jordan, II) for the 5 calendar years preceding the calendar year in which the
termination occurs (beginning with 2018). Under her change in control severance agreement, if Mrs. Beale resigns for good reason or her employment is terminated without cause within two years after a change of control, she will be
entitled to receive a severance payment payable in equal installments over 12 months equal to 1.5 times her annual base salary at the time of termination and average bonus payable for the 5 calendar years preceding the calendar year in
which the termination occurs (beginning with 2019). Under his change in control severance agreement, if Mr. Hotchkiss resigns for good reason or his employment is terminated without cause within two years after a change of control, he
will be entitled to receive a severance payment payable in equal installments over 12 months equal to his annual base salary at the time of termination and average bonus payable for the 5 calendar years preceding the calendar year in
which the termination occurs (beginning with 2019).
|
(4) |
Messrs. Shuford, Jr., Witt, and Jordan, II’s employment agreements and Mrs. Beale and Mr. Hotchkiss’s severance agreements provide that in the event of a change of control, any severance payments or benefits to be paid pursuant to
the agreements will be limited (or cutback) to one dollar less than the maximum amount deductible under Section 280G of the Internal Revenue Code, if such a reduction would cause him to receive more after-tax compensation than without a
reduction. The amounts shown in this column do not reflect any reductions that might be made pursuant to these provisions.
|
(5) |
In the event of termination due to death, disability or (when approved by the Committee) retirement prior to the payment of the bonus amount, the Company’s Incentive Plan provides that the participant would receive a prorated bonus
amount based on the period of service prior to the termination, which in the case of a December 31, 2020 termination would equal the full bonus award earned under the Incentive Plan for 2020 performance.
|
(6) |
Restricted shares granted to the NEOs become fully vested upon (a) a change of control or (b) termination of the NEO’s employment due to disability, death, or retirement (as defined in the restricted stock award agreement and with
the consent of the Committee). Upon involuntary termination of the NEO’s employment or resignation for good reason not in connection with a change of control, restricted shares granted to the NEOs would become vested only in the
exercise of the Committee’s discretion. None of the NEO’s were eligible for retirement under these provisions as of December 31, 2020.
|
(7) |
Messrs. Shuford, Jr., Jordan, II, and Witt each participate in the 162 Plan, pursuant to which a death benefit of $720,465 will go to Robert F. Shuford, Jr.’s estate, $322,140 will go to Eugene Jordan’s estate, and $577,606 would go
to Mr. Witt’s estate.
|
(8) |
Under their employment agreements, each of Messrs. Shuford, Jr., Witt and Jordan, II, must sign and not revoke a general release to be entitled to receive these amounts. In the event he resigns for good reason or his employment is
terminated without cause not in connection with a change of control, he must also comply with certain confidentiality, non-solicitation, non-piracy and non-competition covenants during the period of the installment payments to be
entitled to continue to receive those installment payments. Under their change in control severance agreements, Mrs. Beale and Mr. Hotchkiss must sign and not revoke a general release to be entitled to receive these amounts. In the
event she or he resigns for good reason or her or his employment is terminated without cause in connection with a change of control, she or he must also comply with certain confidentiality, non-solicitation, non-piracy and
non-competition covenants during the period of the installment payments to be entitled to continue to receive those installment payments.
|
(9) |
Under his employment agreement, if Mr. Witt resigns for good reason or his employment is terminated without cause (before or after a change of control), he will be entitled to receive a lump sum amount equal to the monthly rate of
medical, dental and vision plan coverage times 18. Under their employment agreements, if Mr. Shuford, Jr. or Mr. Jordan, II resigns for good reason or his employment is terminated without cause (before or after a change of control), he
will be entitled to receive a lump sum amount equal to the monthly rate of medical, dental and vision plan coverage times 24. Under her change in control severance agreement, if Mrs. Beale resigns for good reason or her employment is
terminated without cause in connection with a change in control, she will be entitled to receive a lump sum amount equal to the monthly rate of medical, dental and vision plan coverage times 18. Under his change in control severance
agreement, if Mr. Hotchkiss resigns for good reason or his employment is terminated without cause in connection with a change in control, he will be entitled to receive a lump sum amount equal to the monthly rate of medical, dental and
vision plan coverage times 12.
|
• |
As of December 31, 2018, our employee population consisted of approximately 299 employees, including full- time, part-time, temporary, or seasonal employees employed on that date.
|
• |
To find the median employee within that group, we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for 2018. In making this determination, we annualized the compensation for full-time and
part-time permanent employees who were employed on December 31, 2018, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.
|
• |
We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation.
|
Years Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Audit fees (1)
|
$
|
142,000
|
$
|
174,500
|
||||
Audit-related fees (2)
|
54,500
|
18,250
|
||||||
Tax fees (3)
|
12,900
|
12,875
|
||||||
Total fees
|
$
|
209,400
|
$
|
205,625
|
(1) |
Audit fees were for services rendered in connection with the audit and review of our financial statements, the issuance of consents and the review of various documents filed with the SEC.
|
(2) |
Audit-related fees were for services rendered in connection with pre-approved consultation concerning financial accounting and reporting standards as well as subsidiary audits directly related to the consolidated audit and the 2020
audit of internal control over financial reporting in accordance with the Federal Deposit Insurance Corporation Improvement Act (or “FDICIA”).
|
(3) |
Tax fees were for services rendered in connection with preparation of federal and state income tax returns and preparation of tax returns related to trust preferred entities.
|
By Order of the Board of Directors,
|
|
Eugene M. Jordan, II
|
|
Secretary to the Board
|