C Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of President and Chief Executive Officer
On December 18, 2018, the Board of Directors of C&F Financial Corporation (the “Corporation”) elected Thomas F. Cherry to the position of President and Chief Executive Officer of the Corporation and the Corporation’s wholly-owned subsidiary, Citizens and Farmers Bank (the “Bank”), effective January 1, 2019. As President and Chief Executive Officer, Mr. Cherry will be the principal executive officer of the Corporation and will report to the Board of Directors.
Mr. Cherry, age 49, has served in the role of President of the Corporation and the Bank since 2014 and Secretary of the Corporation and the Bank since 2002, and has been employed by the Corporation and the Bank in various rolessince 1996, including serving as Chief Financial Officer of the Corporation and the Bank from 2004 until 2016. Mr. Cherry has also served on the Boards of Directors of the Corporation and the Bank since 2015.
Role of Executive Chairman of the Board of Directors
Larry G. Dillon will hold the position of Chief Executive Officer of the Corporation and the Bank until December 31, 2018, after which he will continue to serve as Executive Chairman of the Corporation’s Board of Directors. As Executive Chairman, Mr. Dillon will remain an executive officer of the Corporation and the Bank and will participate in corporate strategy and governance.
Compensation of the President and Chief Executive Officer and of the Executive Chairman
As President and Chief Executive Officer of the Corporation and the Bank,Mr. Cherry will continue to participate in the C&F Financial Corporation Management Incentive Plan dated February 26, 2018 (the “Management Incentive Plan”).The Management Incentive Plan and other elements of the compensation of the Corporation’s executive officers are more fully described under the caption “Executive Compensation” in the Corporation’s 2018 Proxy Statement filed on March 15, 2018.On December 18, 2018, the Board of Directors set Mr. Cherry’s annual base salary as $355,000 effective January 1, 2019.
On December 18, 2018, the Board of Directors set Mr. Dillon’s annual base salary as $250,000 effective January 1, 2019. The Board of Directors will establishincentive compensation opportunities for 2019 for Mr. Dillon by February 28, 2019.
Item 7.01Regulation FD Disclosure
On December 18, 2018, the Corporation issued a news release announcing Mr. Cherry’s election as President and Chief Executive Officer of the Corporation and the Bank and Mr. Dillon’s continuing role as Executive Chairman of the Board of Directors. A copy of the Corporation’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
99.1C&F Financial Corporation news release dated December 18, 2018
C & F FINANCIAL CORP Exhibit
EX-99.1 2 cffi-20181218ex991106697.htm EX-99.1 cffi_CEO_Announcement_Dec2018_Exhbiit EXHIBIT 99.1 C&F FINANCIAL CORPORATION Tuesday,…
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About C&F FINANCIAL CORPORATION (NASDAQ:CFFI)
C&F Financial Corporation is a bank holding company. The Company owns and operates through its subsidiary, Citizens and Farmers Bank (the Bank or C&F Bank), which is an independent commercial bank. The Company’s segments include Retail Banking, Mortgage Banking, Consumer Finance and Other. Through the Retail Banking segment, the Company engages in a range of lending activities, which include the origination of one- to four-family and multi-family residential mortgage loans, commercial real estate loans, construction loans, land acquisition and development loans, consumer loans and commercial business loans. The Company engages in residential mortgage lending through the Mortgage Banking segment. The Company engages in non-prime automobile lending through the Consumer Finance segment. Its Other segment includes a full-service brokerage firm. It conducts mortgage banking activities through C&F Mortgage Corporation. It conducts consumer finance activities through C&F Finance Company.
