BOTJ DEF 14A Report ended April 8, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  __)

_________________________________



Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11





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Dear Shareholders:

You are cordially invited to attend the 202 4 Annual Meeting of Shareholders of Bank of the James Financial Group, Inc. ( “ Financial ” ), which will be held on May 21, 2024 at 1:00 p.m. local time (the “ Annual Meeting ” ). NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Financial will be held in a virtual meeting format only , online through the internet. You will not be able to attend the Annual Meeting physically. You may attend the virtual meeting online at www.virtualshareholdermeeting.com/BOTJ2024 .

To participate in the Annual Meeting at www.virtualshareholdermeeting.com/BOTJ2024 you must enter the control number found on your proxy card, the notice of internet availability, or elsewhere within the proxy materials .

The attached Notice of 2024 Annual Meeting of Shareholders describes the formal business to be transacted at the Annual Meeting . In addition to the formal business, management will provide a report on the operations of Financial. You will have an opportunity to ask questions of management, the board of directors, and Financial ’ s independent auditors.

Your vote is important. Whether or not you plan to attend the virtual meeting , it is important that your shares be represented at the Annual Meeting . You may vote your shares via a toll-free telephone number, via the internet, or you may complete, sign, date, and mail proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Instructions for all three methods of voting are contained with the proxy card. If you decide to virtually attend the Annual Meeting and vote at the virtual meeting , or if you wish to revoke your proxy for any reason prior to the vote at the Annual Meeting , you may do so, and your proxy will have no further effect. We began mailing proxy materials to you on or about April 8, 2024 .

The directors and management of Financial appreciate your continued support and look forward to your participation at the Annual Meeting .

Sincerely,



/S/ Robert R. Chapman III

Robert R. Chapman III

President



Lynchburg, Virginia

April 8, 2024





Regulatory Changes Have Made Obtaining a Quorum More Difficult. Please Vote Your Shares.

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BANK OF THE JAMES FINANCIAL GROUP, INC.

828 Main Street

Lynchburg, VA 24504



NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held o n May 21, 2024 at 1:00 p.m.

 www.virtualshareholdermeeting.com/BOTJ2024

NOTICE IS HEREBY GIVEN that pursuant to its bylaws and call of its directors, the 2024 Annual Meeting (the “ Annual Meeting ” ) of the holders of shares of Common Stock of Bank of the James Financial Group, Inc. ( “ Financial ” ) will be held on May 21, 2024 at 1:00 p.m. local time .

The purposes of the Annual Meeting are to consider and act upon:

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement regarding the matters proposed to be acted upon at the Annual Meeting. Holders of shares of Common Stock of record at the close of business on March 26, 2024 will be entitled to notice of and to vote at the Annual Meeting or any postponements or adjournments thereof.

The Annual Meeting will be held by virtual meeting format only , online through the internet , at : www.virtualshareholdermeeting.com/BOTJ2024 .

To attend the virtual meeting, you must enter the control number found on your proxy card , the notice of internet availability, or elsewhere within these proxy materials.

Regardless of whether you plan to attend the virtual Annual Meeting , we urge you to vote your shares via a toll-free telephone number, via the internet, or by completing, signing, dating, and mailing the proxy card as directed on the proxy card. You can revoke a proxy at any time before its exercise at the Annual Meeting by following the instructions set forth in the Proxy Statement.





NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL

This Notice of 2024 Annual Meeting of Sha reholders and Proxy S tatement and Annual Report on Form 10-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 2023 are available on the internet at the following website: http://www.proxyvote.com



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BANK OF THE JAMES FINANCIAL GROUP, INC.

2024 PROXY STATEMENT

TABLE OF CONTENT S











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BANK OF THE JAMES FINANCIAL GROUP, INC.

828 Main Street

Lynchburg, VA 24504

Proxy Statement

2024 Annual Meeting of Shareholders

May 21, 2024 at 1:00 p.m.

GENERAL INFORMATI ON

Introduction

Bank of the James Financial Group, Inc. ( “ Financial ” or the “ Company ” ) is furnishing you with this proxy statement to solicit proxies on behalf of Financial to be voted at the 2024 Annual Meeting of Shareholders of Financial (the “ Annual Meeting ” ). The Annual Meeting will be held virtually , online through the internet, on Tuesday, May 21, 2024 at 1:00 p.m. , Eastern Time via live webcast. The proxies also may be voted at any adjournments or postponements of such meeting.

Financial is the holding company for Bank of the James (the “ Bank ” ) and Pettyjohn, Wood & White, Inc., an SEC-registered investment advisor .

This proxy statement is being furnished to shareholders beginning on April 8, 2024 . In accordance with U.S. Securities and Exchange Commission ( “ SEC ” ) rules, Financial is furnishing this proxy statement over the internet to its sh areholders. Most of Financial ’ s shareholders will not receive printed copies of this proxy statement; instead, most sharehol ders will receive the notice regarding the a vai lability of proxy m ater ials for the Annual Meeting of s hareholders to be held on May 21, 2024 (the “ Notice of Internet Availability ” ), which contains instructions on how to access the proxy materials over the internet and vote. The Notice of Internet Availability was first mailed to shareholders on April 8, 2024 . By furnishing proxy materials over the internet , Financial is able to reduce the printing and mailing costs of this solicitation and help conserve natural resources. If you receive the Notice of Internet Availability but would still like to receive paper copies of the proxy materials, please follow the instructions on the Notice of Internet Availability. Shareholders may vote over the internet , by telephone, or by mail.

Date, Time and Place of the Meeting

The solicitation of prox ies is made by and on behalf of Financial to be used at the Annual Meeting of Shareholders to be held on May 21, 2024 at 1:00 p.m. local time. T he Annual Meeting will be

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held in a virtual meeting format only, online through the internet . You will not be able to attend the Annual Meeting physically. You may attend the virtual meeting on line at www.virtualshareholdermeeting.com/BOTJ2024 . To attend the virtual meeting, you must enter the control number found on your proxy card , the Notice of Internet Availability, or elsewhere within in these proxy materials.

Record Date

The close of business on March 26, 2024 (the “ Record Date ” ) was the record date for the determination of shareholders entitled to notice of, and to vote, at the Annual Meeting .

Voting Rights of Shareholders

On the Record Date , there were 4, 543,338 shares of common stock of Financial (the “ Common Stock ” ) issued and outstanding. Financial has no other class of stock outstanding. Each outstanding share of Common Stock is entitled to one vote on all matters to be acted upon at the Annual Meeting . Only shareholders of record at the close of business on March 26, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

To the knowledge of Financial ’ s management , based solely on our review of Schedule s 13F and/or 13G filed with the SEC , no person owned beneficially more than 5% of Financial ’ s outstanding Common Stock. As of the Record Date , directors and executive officers of Financial and their affiliates, as a group, owned of record and beneficially, inclusive of options that have vested or will vest within 60 days thereof, a total of 6 9 6,798 shares of Common Stock, or approximately 1 5. 34 % of the shares of Common Stock deemed outstanding on such date.

Directors and executive officers of Financial have indicated an intention to vote their shares of Common Stock “ FOR ” the director nominees set forth herein, “ FOR ” the ratification of the appointment of Elliot t Davis , P LLC ( “ Elliot t Davis ” ) , and “ FOR ” the approval of the non-binding resolution on executive compensation .

If you hold your shares in a bank or brokerage account, you will receive instructions from your bank or broker that you must follow for your shares to be voted. Please follow those instructions carefully to assure that your shares are voted in accordance with your wishes on the matters presented in this Proxy Statement.

Quorum

A quorum of shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote are represented in person at the virtual meeting or by proxy at the Annual Meeting , a quorum will exist. “ Broker shares ” that are voted on at least one matter and proxies marked as abstentions will be counted for purposes of determining the existence of a quorum . In the event that there are not sufficient voting shares represented for a quorum, or to approve or ratify any matter being presented at the time of the Annual Meeting , the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

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VOTING AT THE MEET ING

Proposals to be Considered

At the Annual Meeting , the shareholders will be asked to:

The board of directors (the “ board of directors ” or the “ board ” ) is not aware of any other matters that are to come before the Annual Meeting except for incidental, procedural matters. If any other matters are properly brought before the Annual Meeting (as determined by a majority of the board of directors), the persons named in the accompanying proxy card will vote the shares represented by each proxy on such matters.

Procedures for Voting By Proxy; Revocation of Proxies

If you properly execute, deliver and do not revoke your proxy, the persons appointed as proxies will vote your shares according to the instructions you have specified on the proxy card. If you sign and return your proxy card but do not specify how the persons appointed as proxies are to vote your shares, your proxy will be voted “ FOR ” the election of the director nominees, “ FOR ” the ratification of the appointment of Elliot t Davis , P LLC , “ FOR ” the approval of the non-binding resolution on executive compensation , and in the best judgment of the persons appointed as proxies as to all other matters properly brought before the Annual Meeting . If any nominee for the election to the board of directors named in this Proxy Statement becomes unavailable for election for any reason, the proxy will be voted for a substitute nominee selected by the board of directors.

Any shareholder who executes a proxy has the power to revoke it at any time before it is voted by giving written notice of revocation to Financial, by executing and delivering a substitute proxy to Financial, or by attending the virtual Annual Meeting and voting online . If a shareholder desires to revoke a proxy by written notice, such notice should be mailed or delivered, so that it is received on or prior to the Annual Meeting , to J. Todd Scruggs, Secretary, Bank of the James Financial Group, Inc., 828 Main Street, Lynchburg, Virginia 24504.

Effect of Broker Non-Votes and Abstentions

Brokers who hold shares of Common Stock for the accounts of their clients may vote these shares either as directed by their clients or in their own discretion if permitted by the exchange or other organizations of which they are members. A broker non-vote occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. A broker non-vote is not considered a vote cast and does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority. In addition, if a shareholder abstains from voting on a particular proposal, the abstention is not considered a vote cast and does not count in favor of or against the proposal.

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If your broker holds shares of Common Stock that you own in “ street name , ” then, under applicable rules, brokers may exercise discretionary voting power only on “ routine ” matters. Consequently, the broker may not vote y our shares on Proposals One and Three , n either of which is considered routine, without receiving instructions from you. The broker may vote your shares on Proposal Two even if the broker does not receive instructions from you (ratification of the appointment of our independent auditor is considered a “ routine ” matter for which the broker may exercise discretionary voting power) ; consequently w e do not expect any broker non-votes on Proposal Two.

Vote Required

Each share of Financial ’ s Common Stock entitles the record holder thereof to one vote for each matter to be voted upon at the Annual Meeting . Shares for which the holder has elected to abstain or to withhold the proxies ’ authority to vote and broker non-votes on a matter will count toward a quorum for the Annual Meeting , but will not be included in determining the number of votes cast with respect to a matter.

Proposal One : Directors are elected by a plurality of the votes cast. Thus, as to Proposal One concerning the election of directors, those nominees receiving the greatest number of votes for election will be elected even if they do not receive a majority of votes cast . With regard to the election of directors, the proxy being provided by the board enables a shareholder to vote for the election of the nominees proposed by the board, to withhold authority to vote for the nominees being proposed, or to vote for the election of only certain nominees. Only shares that are voted in favor of a nominee will be counted toward that nominee ’ s achievement of a plurality. Accordingly, “ withhold ” votes and broker non-votes will have no effect on the outcome of this proposal.

Proposals Two and Three : As to i) the proposal set forth in Proposal Two to ratify the appointment of the independent registered accounting firm and ii) the proposal set forth in Proposal Three to approv e the non-binding resolution regarding executive compensation , votes may be cast in favor or against, or shareholders may abstain from voting. Approval of each of these proposals requires an affirmative vote of a majority of the votes cast on the matter. Thus, although abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum, they are not counted for purposes of determining whether such a matter has been approved, and will have no effect.

How to Vote Your Shares

Shareholders of Financial are requested to vote their shares by dialing 1-800-690-6903 and following the instructions, via the internet at the following address: http://www.proxyvote.com , or by completing, dating, and signing the form of proxy and returning by mail it promptly to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If a proxy is properly executed and returned in time for voting, it will be voted as indic ated thereon. Shareholders attend ing the virtual Annual Meeting may vote online during the meeting.

Principal Executive Office

The principal executive offices of Financial are located at 828 Main Street, Lynchburg, Virginia 24504.

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SOLICITATION OF PROX IES

Solicitation is being made on behalf of Financial by mail and electronic notice and access to the internet . If sufficient proxies are not returned in response to this solicitation, supplementary solicitations may also be made by mail, telephone, electronic communication or in person by directors, officers and employees of Financial , its subsidiaries or affiliates, none of whom will receive additional compensation for these services. Financial may retain an outside proxy solicitation firm to assist in the solicitation of proxies, but at this time does not have plans to do so. Costs of solicitation of prox ies will be borne by Financial .



Financial ’ s bylaws provide that the board of directors is to be composed of no less than five and no more than twenty-five directors. Our articles of incorporation further provide that the board of directors shall be divided into three groups ( referred to as Groups One, Two, and Three), as nearly equal in number as possible, with staggered terms. Financial ’ s board of directors cur rently consists of 13 persons.

Under Virginia law , the terms of the incumbent Group T hree directors expire at the Annual Meeting , provided, however, that all directors continue to serve until their successors have been duly elected and qualified.

The following persons have been nominated for election to the board of directors of Financial : Lewis C. Addison, John R. Alford, Jr., William C. Bryant III, and J. Todd Scruggs . If elected, the nominee s will serve a three-year term to expire at the Annual Meeting of shareholders in 202 7 .

NOMINEES AND CONTINUING DIRECTORS

Nominees

Set forth below is certain information concerning the nominees.

(1) As of March 26, 2024 .

(2) All of the directors of Financial also serve as members of the board of directors of the Bank. For all years prior to 2004, all directorships were with the Bank only.

Each of the nominees is currently a director of Financial whose current term expires at the Annual Meeting . Each nominee has agreed to serve if elected.

Continuing Directors

Set forth below is certain information concerning the continuing directors.

(1) As of March 26, 2024 .

(2) All of the directors of Financial also serve as members of the board of directors of the Bank. For all years prior to 2004, all directorships were with the Bank only.

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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS MAT TERS

General

The business and affairs of Financial are managed under the direction of its board of directors in accordance with the Virginia Stock Corporation Act, Financial ’ s articles of incorporation, and Financial ’ s bylaws. Members of the board of directors are kept informed of Financial ’ s business through discussions with management, by reviewing materials provided to them, and by participating in meetings of the board of directors and its committees.

Independence of Directors

The board of directors is comprised of a majority of directors who qualify as independent based on the definition of “ independent director ” as defined by Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market ( “ NASDAQ ” ). The board has determined that the following current directors and nominees of Financial are “ independent ” under the foregoing criteria:

The board of directors has determined that Messrs. Chapman and Scruggs do not qualify as independent directors because they currently serve as executive officers of Financial and the Bank and employees of the Bank . Mr. Bryant does not qualify as an independent director because in 202 3 the Bank paid rent in excess of $ 2 00 ,000 to Jamesview Investments, LLC, an entity that Mr. Bryant owns. Mr. Alford does not qualify as an independent director because his law firm from time to time represents Financial and the Bank in legal matters and has accepted compensation for such service. No other persons other than those set forth above served as a director of Financial in 202 3 .

Director Qualifications

The board of directors believes that it is necessary for each of Financial ’ s directors to possess many qualities and skills. The Nominating Committee seeks candidates who possess the background, skills and expertise to make a significant contribution to the board and to Financial and its shareholders. When searching for new candidates, the Nominating Committee considers the evolving needs of the board of directors and searches for candidates that fill any current or anticipated future gaps. Among other things, the Nominating Committee specifically considers the following:

The Nominating Committee also considers such other criteria as may be relevant at the time and looks for candidates that will complement the existing board composition. The Nominating Committee does not have a formal policy with respect to diversity; however, the board of directors and the Nominating Committee believe that it is essential that the board members represent diverse viewpoints

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and is cognizant of the benefits of a diverse membership . Based upon self-identification by each member of Financial ’ s Board, the diversity composition of the Board is as follows:

In considering candidates for the board of directors, the Nominating Committee considers the entirety of each candidate ’ s credentials in the context of these standards. With respect to the nomination of continuing directors for re-election, the individual ’ s contributions to the board of directors are also considered. The Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective directors.

Our board members bring a wealth of leadership experience, community ties, and knowledge of Region 2000 to the board of directors. In considering the directors ’ and director nominees ’ individual experience, qualifications, attributes and skills, the board has concluded that the appropriate experience, qualifications, attributes and skills are represented on the board as a whole and on each of the board ’ s committees.

The board has concluded that each director and nominee possesses the personal traits and characteristics described above. Each director has demonstrated business and financial acumen, an ability to exercise sound judgment, compatibility with other directors, as well as a commitment to service to Financial and our board. In addition to the information below regarding each director ’ s and nominee ’ s specific experience, qualifications, attributes and skills that led our board to the conclusion that he/she should serve as a director, we also believe that all of our directors and director nominees have a reputation for integrity, honesty, and adherence to high ethical standards.

There are no family relationships among any directors, director nominees and executive officers.

Clawback Policy

Financial has adopted a clawback policy to ensure that executives are not unduly enriched in the event of an accounting restatement. If we are required to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company , subject to limited exceptions, shall recover the excess incentive compensation received by any covered executive during the three-years from the date it is determined an accounting restatement is required. The clawback policy will be administered by the Board or a committee designated by the board .

Anti-Hedging Policy

Pursuant to the Financia l ’ s Trading Restriction Policy (the official name of our insider trading policy ) , directors , officers , employees , and agents are prohibited from entering into hedging transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity

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securities. These provisions are part of the Corporation’s overall program to prevent the Corporation’s directors, executive officers and other insiders, including the N amed E xecutive O fficers (as specified below) , from trading on material non-public information.

DIRECTOR AND OFFICER BIOGRAPHICAL INFORMATI ON

The following discusses the backgrounds and qualifications of our director nominees and the directors continuing in office. Unless otherwise indicated, each of the following persons has held his or her present position for the last five years.

Nominees to the Board

Lewis C. Addison , 72, is retired from his position as Senior Vice-President/Chief Financial Officer and Treasurer for Centra Health, Inc., where he had worked in various capacities since 1979. He holds a bachelor ’ s degree in Business with a major in Accounting from Virginia Tech. Mr. Addison was a Certified Public Accountant and is a Past President of the Virginia Chapter of the Healthcare Financial Management Association. From 2015 through 2023 he served as Chairman of the Board of Piedmont Community Health Plan, Inc. and former Chairman of the Industrial Development Authority of the Town of Amherst. Mr. Addison has extensive experience in complex financial matters and serves as Financial ’ s audit committee financial expert under SEC guidelines.

John R. Alford, Jr. , 63, is a shareholder with Caskie & Frost, P.C., a law firm based in Lynchburg. In his practice, Mr. Alford provides advice to corporations and other business entities in matters of corporate law, commercial transactions, and real estate and to individual clients in matters including estate planning, estate administration, and real estate matters. He received a bachelor ’ s degree in Economics from the University of Virginia and a J.D. from Washington & Lee University School of Law. Prior to joining the board of directors of Financial, Mr. Alford was a member of the Bank ’ s Lynchburg Advisory Board. Mr. Alford is a former board member of the Greater Lynchburg Community Foundation, a former board member of Sweet Briar College, a former president and former board member of Boonsboro Country Club, a former Trustee for James River Day School and a former chairman and board member for the Alliance for Families & Children. Mr. Alford provides the board with valuable experience and perspective gained in the legal profession as well as strong business contacts.

William C. Bryant III , 59, is the President of and Auctioneer for Ted Counts Realty and Auction Company. He holds a B.S. in Business Management from LaSalle University. Mr. Bryant received a certificate in Real Estate Appraisal from the International College of Real Estate Appraisal in Columbia, Tennessee and is a graduate of the Mosley Flint School of Real Estate in Roanoke, Virginia. In addition, he is a graduate of the Mendenhall School of Auctioneering in High Point, North Carolina, and obtained CAI designation through Indiana University, the Certified Auctioneers Institute in Bloomington, Indiana. Mr. Bryant is a member of the National Association of Realtors, the Virginia Association of Realtors, the National Association of Auctioneers, and the Virginia Association of Auctioneers. He previously served on the board of the Lynchburg Regional Chamber of Commerce and serves on the Commonwealth of Virginia Auctioneers Regulator Board and is a member of the Lynchburg Board of Realtors. Mr. Bryant provides executive experience, broad ties to the business community and significant experience in valuing assets in a broad range of categories, including real estate, heavy equipment, and livestock.

J. Todd Scruggs , 56, is the Secretary-Treasurer of Financial and Executive Vice President and Chief Financial Officer of the Bank. He also serves as the Chairman of the Board of Directors of Pettyjohn, Wood & White, Inc. Mr. Scruggs was a co-organizer of the Bank and has served as its Chief Financial Officer since its formation in 1999. Prior to serving as an organizer for the Bank, Mr. Scruggs

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worked at Crestar Investment Group, where he was a Financial Consultant and an Investment Representative. Mr. Scruggs has a Bachelor of Science in Commerce from the University of Virginia McIntire School of Commerce. Mr. Scruggs also graduated from the University of South Carolina School of Graduate Bank Investment Management. Mr. Scruggs is Secretary of both Financial and the Bank. He currently serves on the finance committee of Interfaith Outreach Association, the board of the E.C. Glass Foundation, and previously served on the board of Boonsboro Country Club and was involved with the Ways to Work Program at HumanKind. Mr. Scruggs has experience in preparing and reviewing complex financial information, investment, asset/liability management, interacting with institutional investors, and regulatory matters.

Directors Continuing in Office

A. Douglas Dalton III , 43, is Vice President for English Construction Company, Inc. He is a 2003 graduate of Virginia Tech and holds a bachelor ’ s degree in Business Management. He previously served on the Board of Directors for Boys and Girls Club of Greater Lynchburg. Mr. Dalton served on the Altavista Advisory Board for Bank of the James for several years before being appointed to Financial ’ s board of directors. Mr. Dalton brings business skills such as project management, knowledge of the construction industry, and knowledge of the local economy to the board.

James F. Daly , 66, is the former president of Daly Seven, Inc., a company engaged primarily in hotel development and management. Mr. Daly has served in this capacity from 1980 to his retirement in 2022. He is a graduate of Virginia Tech where he received a bachelor ’ s degree in Business Management. He formerly served on the advisory board for the Boys and Girls Club of Greater Lynchburg. Mr. Daly provides experience in commercial real estate management, commercial real estate financing, construction project management, and business operations.

Watt R. Foster , Jr., 6 7 , is a native of Brookneal, Virginia. Mr. Foster is the President and Chief Executive Officer of Foster Fuels, Inc., a company engaged primarily in the sale and distribution of petroleum and propane products, and related products , as well as the provision of emergency fuel delivery throughout the United States and internationally . He is also the owner of Phelps Creek Angus Farm, a 500 head cow-calf operation located in Campbell County. Mr. Foster received a bachelor ’ s degree in Business Management from James Madison University. Mr. Foster is a member of the Staunton River Chapter of the Masonic Lodge. Mr. Foster provides the board with a strong knowledge of business, including the operation of wide - ranging, complex operations, and real estate purchase and development.

Phillip C. Jamerson , 6 8 is Vice President and Owner of Jamerson Building Supply and Jamerson Real Estate and is the past Co-Owner and CEO of Jamerson-Lewis Construction. Mr. Jamerson is a 1981 graduate of Virginia Tech and has a B.S. degree in Building Construction. He is currently serving on the Board of the Courtland Park Foundation and the Board of Wolfbane Theater. He was previously a member of the Board of Directors and Executive Committee of the Lynchburg Humane Society, the Appomattox Economic Development Agency, the Region 2000 Workforce Development Board, and Patrick Henry Family Services. Mr. Jamerson provides the board with a strong knowledge of business, including real estate purchase and development as well as construction and project management.

Thomas W. Pettyjohn, Jr. , 7 7 , is the chairman of the board of Financial. Mr. Pettyjohn grew up in Amherst County and has been a resident of Lynchburg since 1972. Mr. Pettyjohn received a bachelor ’ s degree in History and a J.D. from Washington & Lee University. Mr. Pettyjohn retired from Davidson & Garrard, Inc., an investment advisory firm in Lynchburg, on December 31, 2015. Mr. Pettyjohn has an extensive banking background, having worked at Central Fidelity National Bank for many years. While at Central Fidelity, Mr. Pettyjohn held the titles of Executive Vice President and Division Manager of Residential Real Estate, Executive Vice President and Division Manager of Commercial

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Banking/Western Division, Vice President and In-House Counsel of Central Fidelity Bank ’ s predecessor, Fidelity American Bankshares, Inc., and statewide Manager for Indirect Lending. At the time of his retirement from Central Fidelity, Mr. Pettyjohn was Executive Vice President of Real Estate Administration for the Mortgage Division. Mr. Pettyjohn is currently on the board of directors and chairman of the finance committee of Amazement Square Children ’ s Museum. He has served as the President of the board of directors of Boonsboro Country Club, an elder and deacon of First Presbyterian Church and as chairman of the board of the First Presbyterian Weekday School. Mr. Pettyjohn has extensive experience in and knowledge of banking and law, including real estate, lending, commercial banking and financial matters and brings this valuable experience to the board.

Robert R. Chapman III , 61, serves as the President of Financial and the Chief Executive Officer of the Bank. He also serves as a member of the Board of Directors of Pettyjohn, Wood & White, Inc. He has been a resident of Lynchburg for over 25 years and has been the President of Financial since January 2004, CEO of the Bank since January 2003, and served as President of the Bank from January 2003 through October 2021. Mr. Chapman was a co-organizer of Bank of the James in 1999. Previously, Mr. Chapman was Vice President and Branch Manager and a Commercial Account Manager at Crestar Bank for 15 years. Mr. Chapman is a graduate of Virginia Military Institute where he received a bachelor ’ s degree in Economics. Following graduation, Mr. Chapman served as First Lieutenant in the United States Army. Mr. Chapman graduated from the Stonier Graduate School of Banking. Mr. Chapman is a past President of the Lynchburg City Schools Education Foundation. He also serves on the boards of the Centra Foundation, the VMI Keydet Club , the Westminster-Canterbury Foundation and is a member of First Presbyterian Church. In addition to his extensive experience in bank administration, asset/liability management, residential and commercial real estate lending, and business and industry lending, Mr. Chapman has experience in the day-to-day management of the Bank and knowledge of its business and operations.

Dr. Augustus A. Petticolas, Jr. , 75, has practiced dentistry in Lynchburg since 1976. He is a graduate of Livingstone College in Salisbury, North Carolina and holds a bachelor ’ s degree in English with a minor in Biological Sciences and French. He earned his Doctor of Dental Surgery degree at the University of Maryland. Dr. Petticolas is involved in numerous community endeavors and is a founding board member of the Free Clinic of Central Virginia, Inc. In addition, he currently serves on the board of the Centra Health Foundation. He previously served on the board of Centra Health, Inc. and the Greater Lynchburg Community Foundation. He joined the board of directors of Bank of the James in 2005. In July 2008, Governor Tim Kaine appointed Dr. Petticolas to serve a four-year term on the Virginia Board of Dentistry. Dr. Petticolas brings business experience, knowledge of project management, and leadership skills to the board.

Julie P. Doyle , 60, has lived in Lynchburg since 1993. Ms. Doyle retired as President and Executive Director of The Education & Research Foundation, Inc., a clinical research site, in 2021.  Prior to her experience as a small business owner, Ms. Doyle worked for many years for Honeywell and Westinghouse. Ms. Doyle holds a Bachelor of Science degree in Mechanical Engineering from the University of Notre Dame and a Master of Business Administration degree from George Washington University. Active in the community, Ms. Doyle currently holds board positions with The University of Lynchburg, where she serves as Chair-Elect, and the Lynchburg City Schools Education Foundation, serving as board President. She formerly served as the Chair of the Lynchburg City School Board, President of the Notre Dame Monogram Club and on the board of Centra Health, Inc. Ms. Doyle provides the board with executive experience, a strong financial background and good relationships within the community.

Lydia K. Langley, 61, is a Lynchburg native and retired owner of Langley Rentals for 28 years. Langley Rentals owned and managed residential rental properties, including apartments, duplexes, and

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single-family homes in the Lynchburg area. Ms. Langley has a B.A. from the University of Virginia and a Masters of Administration from The University of Lynchburg (formerly Lynchburg College ) . She served 9 years on the Planning Commission for the City of Lynchburg and was an original member of the Lynchburg Police Foundation. Ms. Langley previously served on the board of The Ellington as well as the Lynchburg Advisory Board of Bank of the James for five years before being appointed to the board of Financial. Ms. Langley provides the board with strong business knowledge, particularly related to the operation of a rental real estate business and local real estate values.

Executive Officers Who Are Not Directors

The following sets forth biographical information and the business experience of each non-director Named E xecutive O fficer of the Bank.

Michael A. Syrek , 5 2 , w as appointed President of Bank of the James in October 2021. Prior to assuming this position, Mr. Syrek served as the Executive Vice President and Chief Lending Officer since 2012. Prior to joining the Bank, Mr. Syrek served as President of SunTrust Bank for the Lynchburg, Virginia region and was also a commercial team leader where he supervised commercial relationship managers throughout central and western Virginia and West Virginia. Mr. Syrek graduated f r om James Madison University with a Bachelor of Science in Accounting.

Board Leadership and Risk Oversight

Robert R. Chapman III serves as Financial ’ s Chief Executive Officer and Thomas W. Pettyjohn, Jr., an independent director, serves as the Chairman of the Board. Financial has determined that splitting the role of Chairman of the Board and Chief Executive Officer is appropriate for Financial , because the board believes it is prudent to have an independent director set the agenda for board meetings instead of an inside director. The board feels this arrangement allows the directors to appropriately exercise their oversight role.

The board of directors is responsible for and actively involved in the oversight of risks that could affect Financial . The risks that are an inherent part of Financial ’ s business and operations include, but are not limited to, credit risk, market risk, operational risk, liquidity risk, interest rate risk, fiduciary risk, regulatory risk, information security risk (including cyber risk), legal risk and reputational risk. The b oard must have an appropriate understanding of the types of risks to which the or ganization is exposed, and the b oard must ensure that the organization ’ s management is fully capable, qualified and properly motivated to manage the risks arising from the organization ’ s business activities in a mann er that is consistent with the board ’ s expectations. The board ’ s oversight is conducted primarily through committees of the board, as disclosed in the descriptions of each of the committees below, but the full board has retained responsibility for general oversight of risks. The board satisfies this responsibility through full reports by each committee chair regarding the committee ’ s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within Financial and the Bank. Likewise, management is responsible for communicating and reinforcing t he compliance culture that the b oard has established and for implementing measures to promote the culture throughout the organization.

The Audit Committee of the board of directors is responsible for overseeing Financial ’ s risk management function on behalf of the board. In carrying out this responsibility, the Audit Committee works closely with Financial ’ s management and internal audit teams. The Audit Committee meets regularly with these individuals and receives an overview of findings from various risk management initiatives, including Financial ’ s enterprise risk management program, internal audits, Sarbanes-Oxley reports regarding internal controls over financial reporting and other regulatory compliance reports. The

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Bank ’ s Vice President & Audit Manager, in particular, provides a comprehensive report to the Audit Committee regarding Financial ’ s key risks. While the Audit Committee has primary responsibility for overseeing risk management, the entire Board of Directors is actively involved in overseeing this function for Financial through the enterprise risk management function.

Code of Ethics

Financial has adopted a code of ethics that applies to Financial ’ s directors, executive officers (including the principal financial officer, principal accounting officer or controller, or persons performing similar functions), and senior officers. The code of ethics has been posted under the “ Investor Relations ” section on Financial ’ s website: www.bankofthejames.bank . Any waiver or substantial amendments to the code of ethics applicable to our directors and executive officers also will be disclosed on our website.

The Code of Ethics is applicable to all employees. It is the Company ’ s policy that all employees conduct their business affairs in such a manner and with such ethics and integrity as to avoid conflict s of interest. Each employee is responsible for upholding and complying with the Code of Ethics . Potential conflicts of interest set forth in the Code include taking an action that benefits the employee and is inconsistent with the interests of Financial or taking advantage of corporate opportunities .

It is expected that all directors, officers, and other employees promote and follow the highest standards of honest and ethical conduct and to comply with all applicable laws, rules, and regulations and to adhere to all policies and procedures adopted by the Company and the Bank.

Meeting Attendance

Board and Committee Meeting Attendance

The board of directors of Financial held eight ( 8 ) meetings during 202 3 . During 202 3 , each of the directors attended at least 75% of the meetings of the board of Financial and the committees of Financial on which they serve. In calculating attendance, Financial did not include meetings of the board of directors of the Bank or its committees.

Director Fees

Our non-employee directors serve and are compensated as both directors of Financial and the Bank. In the year ended December 31, 2023 , Financial or the Bank, as applicable, paid the non-employee directors the following standard fees:

* When Financial and Bank board meetings are held on the same day, members are only paid one fee of $1,200 for their attendance at the combined meeting.

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* When Financial and corresponding Bank committee meetings are held on the same day, members are only paid one fee of $ 4 00 for their attendance at the combined meeting.



We pay the retainers to compensate for time spent on bank-related activities outside the normal meeting structure .

Members of the board of directors do not receive any compensation except as set forth herein. Non-employee board members are not eligible to receive awards under the 2018 Bank of the James Financial Group, Inc. Equity Incentive Plan. In 202 3 , total fees paid to non-employee directors were approximately $326,650.

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The following table contains information regarding the compensation awarded or paid to, or earned by, Financial ’ s directors during the 202 3 fiscal year.



Attendance at Meetings of Shareholders

Financial encourages each member of the board of directors to attend the upcoming Annual Meeting of Shareholders. Except for Ms. Doyle and Mr. Foster , a ll of Financial ’ s directors attended the 202 3 Annual Meeting of Shareholders of Financial .

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and certain officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. These officers, directors, and greater than 10% shareholders are required by SEC regulation to furnish us with copies of these reports.

To the knowledge of Financial ’ s management , based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2023, we believe that, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2023.

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COMMITTEES OF THE BOARD OF DIRECTORS OF FINANCI AL

The board of directors of Financial has the following four standing committees to assist the board in the discharge of its duties: Executive Committee, Audit Committee, Nominating Committee, and Compensation Committee. The board of directors of the Bank has corresponding committees and, in addition, has standing Loan, Investment, and Compliance Committees to assist it in the discharge of its duties.

The board of directors of Financial has adopted charters for its Audit Committee, Nominating Committee, and Compensation Committee to define the duties and responsibilities of those committees. These charters are available on the “ Investor Relations ” page of our website ( www.bankofthejames.bank ) under “ Governance Documents . ” If you would prefer to receive a copy via mail at no cost to you, please contact J. Todd Scruggs, Secretary of Financial.

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Members of Board Committees

The following table sets forth the membership during the year ended December 31, 2023 of each of Financial ’ s standing committees:

Executive Committee

The Executive Committee reviews extraordinary confidential issues and serves as a forum for discussing executive decisions. The Executive Committee has all the powers of the board in the management and the conduct of the business and affairs of Financial in the intervals between meetings of the full board, except that the Executive Committee may not increase the number of directors, fill vacancies on the board, remove directors, approve an amendment to the articles of incorporation or bylaws, approve a plan of merger or consolidation, or take other actions that cannot by law be delegated by the board. For the year ended December 31, 2023 , the Executive Committee of Financial had twelve (12) meetings.

Audit Committee

Financial ’ s Audit Committee has been established in accordance with §3(a)(58)(A) of the Securities Exchange Act . The Audit Committee reviews and approves compliance policies and procedures and assists and monitors general audits performed by federal and state agencies. The Audit Committee is responsible for the selection and recommendation of the independent accounting firm for the annual audit. The Audit Committee of Financial reviews and accepts the reports of Financial ’ s

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independent auditors, internal auditor s , and federal and state examiners. As part of its oversight of Financial ’ s financial statements, the Audit Committee reviews and discusses with management and Financial ’ s independent registered public accountants, all annual and quarterly financial statements and disclosures prior to their issuance. As discussed in “ Board Leadership and Risk Oversight ” above, the Audit Committee is also responsible for overseeing Financial ’ s risk management function on behalf of the board.

In addition, the Audit Committee reviews key initiatives and programs aimed at maintaining the effectiveness of Financial ’ s internal and disclosure control structure. As part of this process, the Audit Committee continues to monitor the scope and adequacy of Financial ’ s internal auditing program. In addition, the Audit Committee is the appropriate body to receive, review, and investigate, as appropriate, certain complaints, including those from whistleblowers. For the year ended December 31, 2023 , the Audit Committee of Financial had f ive ( 5 ) meetings.

Financial ’ s board has determined that Lewis C. Addison is an “ Audit Committee Financial Expert ” as that term is defined by the Securities and Exchange Commission rules adopted pursuant to the Sarbanes-Oxley Act of 2002 .

The board has determined that Mr. Addison and each other member of the Audit Committee qualify as independent based on the definition of “ independent director ” under the applicable NASDAQ rules and applicable Securities and Exchange Commission regulations. Each member of the Audit Committee is able to read and understand financial statements, including Financial ’ s balance sheet, income statement, and cash flow statement.

Nominating Committee

The Nominating Committee reviews and recommends candidates for nomination to the board for expiring/expired or otherwise vacant seats. For the year ended December 31, 2023 the Nominating Committee had one (1) meeting .

All members of the Nominating Committee are independent based on the definition of “ independent director ” under the applicable NASDAQ rules and applicable Securities and Exchange Commission regulations. Currently, Financial does not have a formal process by which to consider candidates recommended by shareholders. Financial believes that because of the current operating environment, it is critical for the board of directors to be comprised of individuals with the types of expertise and scope currently represented on the board and that the Nominating Committee is best positioned to identify such individuals. As discussed above, the Nominating Committee considers all candidates based on the criteria set forth under “ Director Qualifications , ” including share ownership, business experience and expertise, character, particular goals and needs of Financial for additional competencies or characteristics, educational background, and board experience in evaluating potential nominees.

Compensation Committee

The Compensation Committees of Financial and the Bank, as applicable, review, recommend, and approve compensation for its employees. Each member of the Compensation Committee is an “ independent director ” under the applicable NASDAQ rules and appl icable Securities and Exchange Commission regulations. For the year ended December 31, 2023 , the Compensation Committee of the Bank had t wo ( 2 ) meeting s , but because Financial does not have any employees and does not compensate its officers directly, the Compensation Committee of Financial did not meet.

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CERTAIN BENEFICIAL OWNE RS

As of the Record Date , there are no persons known to Financial to beneficially own more than 5% of Financial ’ s outstanding Common Stock: This information is based solely on reviews of Schedule s 13F and/or 13G filed with the SEC.



SECURITY OWNERSHIP OF MANAGEM ENT

The following table sets forth in formation as of March 26, 2024 regarding the number of shares of Common Stock of Financial beneficially owned by (1) each director, (2) each Named E xecutive O fficer, and (3) directors and Named E xecutive O fficers as a group. The address of each director and executive officer is c/o Bank of the James Financial Group, Inc., 828 Main Street, Lynchburg, VA 24504.

* Less than 1%

(1) For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 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 ( “ presently exercisable ” ). Beneficial ownership also includes any shares held in the name of an individual ’ s spouse, minor children or other relatives living in the individual ’ s home.

(2) The ownership percentage of each individual is calculated based on the total of 4, 543,338 shares, which is comprised of shares of common stock that were outstanding as of March 26 , 2024 , plus

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the number of shares that are presently exercisable. Shares of common stock that are presently exercisable are deemed to be outstanding for the purpose of computing the percentage of outstanding common stock owned by any person or group, but are not deemed outstanding for the purpose of computing the percentage of common stock owned by any other person or group.

(3) Includes beneficial ownership of 3 , 310 shares held by Mr. Alford ’ s wife.

(4) Includes beneficial ownership of 6 5,874 shares held by Mr. Bryant as joint tenant s with his wife.

(5) Includes beneficial ownership of 42,467 shares held in a revocable trust of which Mr. Daly and his wife are co-trustees and 82,500 shares owned by Daly Group, LLC of which Mr. Daly is a member.

(6) Includes beneficial ownership of 5,200 shares ow ned by Ms. Doyle ’ s husband ’ s revocable trust, 2,050 shares owned by an entity owned by Ms. Doyle ’ s husband and 1,1 00 shares owned by Ms. Doyle ’ s husband.

(7) Includes 770 shares owned by Mr. Pettyjohn ’ s wife.

(8) Includes 158 shares owned by Mr. Scruggs ’ wife.

(9) Includes 1,000 share held by Mr. Syrek and his wife and 1,650 shares owned by Mr. Syrek ’ s wife.

( 10 ) See notes 1 through 9 .

COMPENSATION OF DIRECTORS AND EXECUTIVE OFF ICERS

Executive Officer Compensation

The Compensation Committees of Financial and the Bank are tasked with reviewing officer and employee compensation and employee benefit plans and making recommendations to the respective boards concerning such matters. The Compensation Committee also approves awards under the 2018 Bank of the James Financial Group, Inc. Equity Incentive Plan. Each Compensation Committee ’ s membership is determined by the board of the respective company that such Compensation Committee serves.

The Compensation Committees review and approve the goals of Financial and the Bank, as applicable, relevant to compensation, evaluate the performance of the President of Financial and the Chief Executive Officer of the Bank in light of these goals, and make a recommendation on the President of Financial and the Chief Executive Officer of the Bank ’ s compensation, including equity or other compensation, to the respective full board of directors which determines the appropriate compensation for the following year.

The compensation of senior management , including the Named Executive Officers, is a mix of i) base salary; ii) 401(k) contributions; iii) , insurance, and health benefits; i v ) for certain members of senior management, commissions on loan and investment sales; v) discretionary bonuses , and vi) for certain members of senior management, participation in a Salary Continuation Plan .

The primary objective of our compensation programs is to provide competitive compensation to attract, retain, and motivate qualified employees who will contribute to the long-term success of Financial and its subsidiaries. Compensation is designed to be competitive with the Bank ’ s peers and to enhance long-term value to Financial ’ s shareholders. In furtherance of this objective, the Compensation

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Committees regularly evaluate the compensation provided to the Bank ’ s executive officers to ensure that it remains competitive in relation to the compensation paid to similarly situated executive officers at other financial institutions of comparable size and performance. In addition, Financial endeavors to ensure that the compensation provided to Financial ’ s and its subsidiaries ’ executive officers is internally equitable based upon the skill requirements and responsibilities associated with each executive position. Financial does not believe that the current compensation structure incentivizes any employee to take undue risk.

Base Salary . The base salary of senior management is determined by the Chief Executive Officer with direction from the Bank’s Compensation Committee, while staying within the targeted overall compensation budgeted by the Bank. The base salaries of the Named Executive Officers are reviewed by the Bank’s Compensation Committee annually as well as at the time of any promotion or significant change in job responsibilities. The committee reviews performance of senior management and peer group data to establish a market-competitive executive base salary program. Base s alary income for each Named Executive Officer for calendar year 2023 is reported in “Salary” column of the Summary Compensation Table, which appears following this Compensation Overview.

Employee 401(k) Savings Plan . The Company sponsors a 401(k) savings plan under which eligible employees, including executive officers, may defer a portion of their salary, subject to certain IRS limits. In 202 3 , all executive officers participated in the 401(k) plan and each received all eligible matching contributions under the amended plan. The Company ’ s contribution to this plan on behalf of each named executive is disclosed in the “ Summary Compensation Table ” below.

Group Life, Health and Disability Benefits. The Corporation provides healthcare, life and disability insurance and other employee benefits programs to its employees, including its executive officers .

Salary Continuation Plan . The Salary Continution Plan for each Named Executive Officer is described under “ Executive Compensation Arrangements - Salary Continuation Agreements ” below. The Company’s expense related to the plan on behalf of each named executive is disclosed in the “ Summary Compensation Table ” below.

Discretionary Performance Bonuses. Neither Financial nor the Bank adopted a n executive bonus plan for 2023 and bonu ses paid to employees, including management ; c onsequently, bonuses were discretion ary and based on individual and company performance.

T he Compensation Committee of the Bank retained the services of Pearl Meyer and Partners, LLC ( “ Pearl Meyer ” ) for the purpose s of i) providing compensation benchmarking for all Bank employees; and ii) providing advice regarding designing an incentive compensation plan in which certain members of executive management would participate. The Compensation Committee of the Bank , with the advice of Pearl Meyer, developed a proposed executive incentive plan. Upon the recommendation of the Compensation Committee, the board has determined to use the proposed incentive compensation plan in 2024 solely as guide for determining bonuses, if any, to be paid to the impacted members of executive management in 2024 . Because the plan is being used a guidance, all bonuses remain discretionary in 2024.

The compensation committee approved all services provided by Pearl Meyer. The Compensation Committee reviewed the factors set forth in NASDAQ Rule 5605(d)(3) in assessing the independence of the consultants, including any relationships that could be perceived as a conflict of interest. Following this review, the Compensation Committee determined that no conflict of interest has been raised by the work performed by Pearl Meyer.

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The officers of Financial presently are serving without compensation from Financial. They are, however, compensated by the Bank for services rendered as officers of the Bank. The table below summarizes certain information with respect to compensation paid by the Bank to certain employees of the Bank who performed policy-making duties for Financial for services rendered in all respects for the fiscal year ended December 31, 2023 .

Summary Compensation Table— 202 3

( 1 ) “ All Other Compensation ” consists entirely of matching contributions made under the Bank ’ s 401(k) plan, life insurance premiums, and club dues, and $ 96,611 and $96, 61 2 expensed by the Bank under Mr. Chapman ’ s Salary Continuation Agreement in 202 3 and 20 2 2 , respectively .

( 2 ) “ All Other Compensation ” consists entirely of matching contributions made under the Bank ’ s 401(k) plan, life insurance premiums, and club dues, and $ 58,284 and $42, 69 3 expensed by the Bank under Mr. Scruggs ’ Salary Continuation Agreement in 202 3 and 20 2 2 , respectively .

( 3 ) “ All Other Compensation ” consists entirely of matching contributions made under the Bank ’ s 401(k) plan, life insurance premiums, and club dues, and $ 113,971 and $ 61 ,076 expensed by the Bank under Mr. Syrek ’ s Salary Continuation Agreement in 202 3 and 202 2 , respectively.

Outstanding Equity Awards at Fiscal Year End

In 2018, Financial adopted the 2018 Bank of the James Financial Group, Inc. Equity Incentive Plan (the “ Incentive Plan ” ). Financial did not make any awards under the Incentive Plan in 202 3 . The N amed E xecutive O fficers have no outstanding equit y awards.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information concerning Financial ’ s equity compensation plans on December 31, 2023 . All figures have been adjusted to reflect all stock dividends declared by Financial.

( 1 ) Shares available to be granted under the Equity Incentive Plan as of December 31, 2023 , in the form of stock options, restricted stock, restricted stock units , and performance units. The number of shares remaining available for future issuance has been adjusted to reflect a 10% stock dividend paid on July 9, 2021.

( 2 ) Shares remaining for issuance under the Employee Stock Purchase Plan ( “ ESPP ” ) as of December 31, 2023 . To date, all shares have been purchased in the open market at market price using payroll deductions. Consequently, as currently administered t he s hares under the ESPP have no exercise price. The number of shares remaining available for future issuance has been adjusted to reflect a 10% stock dividend paid on July 9, 2021.

E xecutive Compensation Arrangements

Employment Agreements

None of our N amed E xecutive O fficers have employment agreements. Information with respect to the payment upon change of control is set forth under “ Salary Continuation Agreements ” below .

Salary Continuation Agreements

The Bank entered into Salary Continuation Agreements on August 6, 2009 with each of Robert R. Chapman III, CEO of the Bank and J. Todd Scruggs, Executive Vice President and Chief Financial

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Officer and entered into a Salary Continuation Agreement with Michael A Syrek, President of the Bank on January 27, 2013 ( the foregoing individually are collectively referred to as the “ Named Executive Officers ” or “NEOs” ).

To account for changes in compensation and other terms of employment, the parties have amended each of the Salary Continuation Agreements . The first amendment (the “ First Amendment to the Salary Continuation Agreement ” ) was e ffective October 1, 2016 and the second amendment (for all except Mr. Chapman) (the “ Second Amendment to the Salary Continuation Agreement ” ) was effective January 1, 2023 .

The First and Second Amended Salary Continuation Agreements provide each of the Named Executive Officers with increased Supplemental Benefits, as summarized below.

The payments due under the Salary Continuation Agreements , as amended, are funded by bank-owned life insurance.

Robert R. Chapman III . Mr. Chapman ’ s Salary Continuation Agreement , as amended, provides for a lump sum payment of $2,315,177 payable within 90 days following Mr. Chapman ’ s normal retirement date at age 65 or the date of his death if he is employed by the Bank at the time of his death.

If Mr. Chapman ’ s employment terminates prior to his reaching age 65 other than for cause, death, disability, or change in control, Mr. Chapman shall be paid a lump sum equal to the Early Termination benefit set forth on Schedule A of the First Amended Salary Continuation Agreement for the applicable plan year immediately preceding such termination date. This amount is payable within 90 days following the date on which his employment terminates.

If Mr. Chapman becomes disabled prior to his reaching age 65, he shall receive a lump sum payment equal to the Disability benefit set forth on Schedule A of the First Amended Salary Continuation Agreement for the applicable plan year immediately preceding his disability. This amount shall be paid within 90 days following the date on which Mr. Chapman reaches age 65.

If Mr. Chapman ’ s employment with the Bank terminates within 24 months following a Change in Control (as defined in the initial Salary Continuation Agreement ), Mr. Chapman shall be paid a lump sum equal to the Change in Control benefit set forth on Schedule A of the Second Amended Salary Continuation Agreement for the applicable plan year immediately preceding such termination date. Assuming that such termination occurred on December 31, 2023 , that amount would have be en $2,2 29,482 . A ny change in control payment is to be made within 90 days of the date on which Mr. Chapman ’ s employment terminates.

J. Todd Scruggs . Mr. Scruggs ’ Salary Continuation Agreement , as amended, provides for annual payments of $1 85,112 payable in equal monthly installments for 15 years beginning within 90 days following Mr. Scruggs ’ normal retirement date at age 65 or the date of his death if he is employed by the Bank at the time of his death.

If Mr. Scruggs ’ employment terminates prior to his reaching age 65 other than for cause, death, disability, or change in control, Mr. Scruggs shall be paid a lump sum equal to the Early Termination benefit set forth on Schedule A of the First Amended Salary Continuation Agreement for the applicable plan year immediately preceding such termination date. This amount is payable within 90 days following the date on which his employment terminates.

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If Mr. Scruggs becomes disabled prior to his reaching age 65, he shall receive a lump sum payment equal to the Disability benefit set forth on Schedule A of the First Amended Salary Continuation Agreement for the applicable plan year immediately preceding his disability. This amount shall be paid within 90 days following the date on which Mr. Scruggs reaches age 65 .

If Mr. Scruggs ’ employment with the Bank terminates within 24 months following a Change in Control (as defined in the initial Salary Continuation Agreement ), Mr. Scruggs shall be paid a lump sum equal to the Change in Control benefit set forth on Schedule A of the First Amended Salary Continuation Agreement for the applicable plan year immediately preceding such termination date. Assuming that such termination occurred on December 31, 2023 , that amount would have be en $ 1, 643,834 . Any change of control payment is to be made within 90 days of the date on which Mr. Scruggs ’ employment terminates. As of December 31, 2023 , no additional change in control payments had vested under Mr. Scruggs ’ Second Amendment to the Salary Continuation Agreement .

Michael A. Syrek . Mr. Syrek ’ s Salary Continuation Agreement provides for a lump sum payment of $1,488,393 payable with in 90 days following Mr. Syrek ’ s normal retirement date at age 65 or the date of his death if he is employed by the Bank at the time of his death . In addition, under the Plan, Mr. Syrek will be paid $65,281 annually (payable in monthly installments) for 15 years .

If Mr. Syrek ’ s employment terminates prior to his reaching age 65 other than for cause, death, disability, or change in control, Mr. S yrek shall be paid a lump sum equal to the Early Termination benefit set forth on Schedule A of the First Amended Salary Continuation Agreement for the applicable plan year immediately preceding such termination date. This amount is payable within 90 days f ollowing the date on which his employment terminates.

If Mr. Syrek becomes disabled prior to his reaching age 65, he shall receive a lump sum payment equal to the Disability benefit set forth on Schedule A of the Salary Continuation Agreement for the applicable plan year immediately preceding his disability. This amount shall be paid within 90 days following the date on which Mr. Syrek reaches age 65 .

If Mr. Syrek ’ s employment with the Bank terminates within 24 months following a Change in Control (as defined in the initial Salary Continuation Agreement ), Mr. Syrek shall be paid a lump sum equal to the Change in Control benefit set forth on Schedule A of the First Amended Salary Continuation Agreement for the applicable plan year immediately preceding such termination date. Assuming that a change in control occurred on December 31, 2023 , that amount would have be en $ 936,224 . Any change of control payment is to be made within 90 days of the date on which Mr. Syrek ’ s employment terminates. As of December 31, 2023 , no additional change in control payments had vested under Mr. Syrek ’ s Second Amendment to the Salary Continuation Agreement .

Potential Payments Upon Retirement , Termination Change in Control

Except for payments under the Salary Continuation Plans, w e do n ot have a ny agreement for payments upon retirement, termination, or change in control with any of the N amed E xecutive O fficers. Under the Salary Continuation Plans, each participant is entitled to the change in control benefit describe d ab ove.

Pay Versus Performance

The following table presents certain information regarding compensation paid and certain financial measures for the years ended December 31, 2023 and 202 2 , for the PEO and other NEOs, a s disclosed in the Summary Compensation table above.

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Relationship Between Pay and Performance

Compensation actually paid to the PEO from 2021 to 2022 increased by $44,125, or 7.70% and from 2022 to 2023 de creased by $ 53,25 7 , or 8. 63 % . The increase from 2021 to 2022 was driven by slight increases in base compensation and an increased discretionary bonus awarded because of the Company ’ s performance in 2022. The decrease in the PEO ’ s compensation from 2022 to 2023 as due to a decrease in the PEO ’ s discretionary bonus. Compensation actually paid the other NEOs from 2021 to 2022 increased by $34,733, or 8.22% and from 2022 to 2023 increased by $ 40,6 0 0 , or 8. 8 8 %. Although the non-PEO NEOs received smaller discretionary bonuses in 2023 as compared to 2022, compensation increased primari ly because of a change in the composition of the NE O s as noted in the tables above . In addition, the change from 2022 to 2023 was driven by an increase in All Other Compensation, primarily the amount expensed under salary continuation agreements. From 2021 to 2022 , cumulative total shareholder return de creased by 21.22% and net income increased by 18.05 % . From 2022 to 2023, total shareholder return decreased by 6.31% and net income decreased by 2.8 5 %.

The following graphs illustrate the relationship during 202 1 -202 3 between compensation actually paid to our PEO and other NEOs and total shareholder return ( “ TSR ” ).

The following graphs illustrate the relationship during 202 2 -202 3 between compensation actually paid to our PEO and other NEOs and net income (in thousands) .



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Under our 2018 Equity Incentive Plan, finan cial performance goals are established by the Compensation Committee and the Board of Directors. Because we made no grants in 202 3 , 2022, or 2021 , no goals were established in those year s .

TRANSACTIONS WITH RELATED PART IES

Loans and Extensions of Credit . Financial maintains written policies and procedures to strictly control all loans to insiders in accordance with Federal law (Regulation O). Insiders include any executive officer, director, or principal shareholder and entities which such persons ’ control. S ome of the directors and officers of Financial and the Bank are at present, as in the past, customers of the Bank, and the Bank has had, and expects to have in the future, banking transactions in the ordinary course of its business with directors, officers, principal shareholders, and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others. These transactions do not involve more than the normal risk of collectability or present other unfavorable features. At December 31, 2023 and 202 2 the total outstanding loans to directors and officers and their related parties, including loans guaranteed by such persons, aggregated $ 9,90 4,000 and $ 10,738,000 respectively. None of these loans or other extensions of credit are disclosed as nonaccrual, past due, restructured, or potential problem loans.

Other Transactions . The Bank entered into a lease agreement (the “ Original Lease ” ) in October 2003 pursuant to which it currently lease d approximately 29,623 square feet of office space at 828 Main Street, Lynchburg, Virginia. The property is owned by Jamesview Investments, LLC, a Virginia limited liability company ( “ Jamesview ” ), which is owned by our director, William C. Bryant III. On March 5, 2021 , Bank received from Jamesview a fully-executed copy of the Amended and Restated Deed of Lease by and between the Bank and the Landlord for the Bank ’ s 828 Main Street, Lynchburg, Virginia location

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(the “ Amended and Restated Lease ” ). Notwithstanding the March 5, 2021 date of execution by the Landlord, the parties have made the Amended and Restated Lease effective as of June 1, 2019, the parties having operated and performed in accordance with the terms of the Amended and Restated Lease since that time. The amendment was approved in compliance with approval process for related party transactions discussed below.

The Amended and Restated Lease amends and restates in its entirety the Original Lease . The initial term of the Amended and Restated Lease commenced, accordingly, on June 1, 2019 and will run through July 31, 2024, following which time the Bank has three (3) 5-year renewal options available for its election.

The Bank is leasing approximately 32,400 square feet of office space under the Amended and Restated Lease . During the initial term of the Amended and Restated Lease , the Bank is obligated to pay monthly installments of rent in the amount of approximately $33, 78 6 (the exact amount may var y by the number of parking spots occupied by the Bank) for the leased premises. During 202 3 , the Bank made rent payments to Jamesview of approximately $40 5 ,000.

In 202 0 , Financial issued $ 10, 05 0,000 in unregistered debt securities (the “ 202 0 Notes ” ) to accredited investors in a private placement . The 202 0 Notes bear interest at the rate of 3.25 % per year with interest payable quarterly in arrears. One member of the board purchased $100,000 of the 202 0 Notes and received approximately $ 3,250 in interest payments during 202 3 . One board member ’ s immediate family members purchased an aggregate o f $ 4 00,000 of 202 0 Notes and during 20 2 3 received approximately $ 13,0 00 in interest payments from the 202 0 Notes . The related part ies above purchased the 20 20 Notes on the same terms as all other purchasers of the 202 0 Notes .

Approval Process for Related Party Transactions . The disinterested members of the board of directors review all related party transactions for potential conflicts of interest. The board of directors must approve all related party transactions and such transactions must be on terms not less favorable to Financial or the Bank than those that prevail in arms-length transactions with third parties. Related party transactions are those involving Financial and the Bank which are required to be disclosed pursuant to SEC Regulation S-K , Item 404.

There are no legal proceedings to which any director, officer, principal shareholder, or associate is a party that would be material and adverse to the Bank.

AUDIT COMMITTEE REP ORT

The Audit Committee is currently composed of six directors, each of whom is independent within the meaning of the listing standards of Nasdaq and SEC regulations. The Audit Committee operates under a written charter adopted by the board of directors. The Audit Committee reviews its charter at least annually and revises it as necessary to ensure compliance with current regulatory requirements.

Management is responsible for establishing and maintaining the Company ’ s internal controls over financial reporting, the preparation, presentation and integrity of the Company ’ s consolidated financial statements , compliance with laws and regulations , and ethical business standards. The independent registered public accounting firm is responsible for performing an independent audit of the Company ’ s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee ’ s responsibility is to monitor and oversee these processes on behalf of the b oard of d irectors.

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The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent registered accounting firm engaged for the purpose of issuing an audit report and performing other audit, review, or attestation services for the Company. The Audit Committee also monitors and oversees the accounting and financial reporting processes of the Company on behalf of the Board of Directors.

The Audit Committee has reviewed and discussed the audited consolidated financial statements of Financial with management and with Yount, Hyde & Barbour, P.C. ( “ YHB ” ), the independent auditors for the year ended December 31, 2023 . Management represented to the Audit Committee that Financial ’ s financial statements were prepared in accordance with the standards of the Public Company Accounting Oversight Board (United States) ( “ PCAOB ” ), and the Audit Committee has reviewed and discussed the financial statements with management and the independent auditors. The discussions with YHB also included the matters required to be discussed by PCAOB and the SEC .

YHB provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB regarding the firm ’ s communications with the Audit Committee concerning independence. YHB also discussed with the Audit Committee the firm ’ s independence from Financial, the Bank, and their management.

Based on the discussions with management and YHB, the Audit Committee ’ s review of the representations of management, and the report of YHB, the Audit Committee unanimously recommended to the board of directors that the audited financial statements be included in Financial ’ s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2023 .

Submitted by the Audit Committee of Financial ’ s board of directors.

Augustus A. Petticolas, Jr. - Chair

Lewis C. Addison

James F. Daly

Julie P. Doyle

Lydia K. Langley

Phillip C. Jamerson

INDEPENDENT REGISTERED PUBLIC ACCOU NTING FIRM

YHB served as independent auditors for Financial for 202 3 and 20 2 2 . Representatives from YHB are expected to be present (virtually) at the Annual Meeting with the opportunity to make a statement and to answer any questions you may have.

YHB has advised Financial that neither it nor any of its members have any direct financial interest or material indirect financial interest in the securities of Financial or in connection with Financial and/or the Bank, in the capacity of promoter, underwriter, voting trustee, director, officer, or employee.

Fees Paid to Independent Auditors for 202 3 and 20 2 2 Fiscal Years

For the fiscal years ended December 31, 2023 and 202 2 , YHB audited the financial statements included in Financial ’ s Annual Report on Form 10-K , reviewed Financial ’ s quarterly reports on Form 10-Q , and provided certain tax services including tax compliance , tax advice, and tax planning.

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The following table presents the aggregate fees paid or to be paid by Financial and the Bank for professional services rendered by YHB for the years 202 3 and 202 2 :



(1) Audit fees:  Consist of audit and review services and review of documents filed with the SEC.

(2) Audit-related fees:  Consist of the audit of the Bank ’ s 401(k) plan.

(3) Tax fees:  Consist of federal and state income tax return preparation and related matters.

Audit Related Fees

The fees for audit related services was $11,000 in both 202 3 and 20 2 2 .

All Other Fees

Other than the fees set forth above, YHB did not bill Financial or the Bank for any other fees during either of the past two (2) years.

Audit Committee Pre-Approval Policies and Procedures

It is the policy of the Audit Committee that Financial ’ s independent auditor may provide only those services that have been pre-approved by the Audit Committee. Unless a type of service to be provided by the independent auditor has received general pre-approval, it requires specific pre-approval by the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee or a related engagement letter specifically provides for a different period. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval. The Audit Committee pre-approved all services provided by YHB in 202 3 and 20 2 2 .

Requests or applications to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both the independent auditor and the principal accounting officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the Securities and Exchange Commission ’ s rules on auditor independence.

The board of directors recommends that the shareholders vote “ FOR ” the nominees for election as directors of Bank of the James Financial Group, Inc.

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The Audit Committee has appointed Elliot t Davis as the independent auditors for the Company for the fiscal year ending December 31, 202 4 . The board of directors has chosen to submit this proposal to the vote of the shareholders in order to ratify the Audit Committee ’ s appointment of Elliot t Davis. Yount, Hyde & Barbour, P.C. ( “ YHB ” ) audited the Company ’ s financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 .

As report ed in Financial ’ s Form 8-K filing, at a meeting on March 12, 2024, the Audit Committee of Bank of the James Financial Group, Inc. (the “ Company ” ) dismissed Yount, Hyde & Barbour, P.C. ( “ YHB ” ) as the Company ’ s independent registered public accounting firm upon completion of the 2023 audit and filing of the fiscal year 2023 Form 10-K. At the same meeting, the Audit Committee selected the accounting firm of Elliott Davis as the independent registered public accounting firm for the Company ’ s 2024 fiscal year.

YHB audited the consolidated financial statements of the Company for the years ended December 31, 202 3 and 202 2 . YHB ’ s report on the Company ’ s financial statements for the last two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 202 3 and December 31, 202 2 there were no (i) disagreements between YHB and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of YHB, would have caused it to make reference to the subject matter of the disagreements in connection with its reports, or (ii) “ reportable events, ” as that term is defined in Item 304(a)(1)(v) of Regulation S-K. The Company’s Annual Report on Form 10-K filed on March 27, 2024 included as Exhibit 16.1 the letter from YHB required by Item 304(a)(3).

Representatives of YHB are expected to attend the Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Elliott Davis was selected after evaluating response s to a request for proposal issued by the Audit Committee. The board requests that the shareholders ratify Financial ’ s selection of Elliot t Davis as independent public accountants to audit the books and accounts of Financial for the fiscal year ending December 31, 202 4 .

The board of directors recommends that the shareholders vote “ FOR ” the ratification of the appointment of Elliot t Davis, P LLC as independent auditors for the fiscal year ending December 31, 202 4 .

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The compensation of our Named Executive Officers is described in “ PROPOSAL O NE —ELECTION OF DIRECTORS—Executive Officer Compensation . ” Shareholders are urged to read the Executive Officer Compensation section of this Proxy Statement, which discusses our compensation policies and procedures with respect to our Named Executive Officers.

Shareholders will be asked at the Annual Meeting to provide their support with respect to the compensation of our Named Executive Officers by voting on the following advisory, non-binding resolution:

RESOLVED, that the shareholders of Bank of the James Financial Group, Inc. approve the compensation of the Named Executive Officers as disclosed in this Proxy Statement.

This advisory vote, commonly referred to as a “ say-on-pay ” advisory vote, is non-binding on the board of directors is annually and occurs at each annual meeting . Although non-binding, the board of directors and the Compensation Committee value constructive dialogue on executive compensation and other important governance topics with our shareholders and encourage all shareholders to vote their shares on this matter. The board of directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.

The board of directors recommends that the shareholders vote “ FOR ” the approval of the non-binding resolution on executive compensation.

DATE OF RECEIPT OF SHAREHOLDER PROPOSALS TO BE PRESENTED AT N EXT ANNUAL MEETING

All shareholder proposals intended to be presented at the 202 5 Annual Meeting of Shareholders must be received by Financial at its principal office for inclusion in Financial ’ s proxy statement and form of proxy relating to that meeting no later than January 1, 202 4. If such proposal complies with all the requirements of Rule 14a-8 of the Exchange Act , it will be included in the proxy statement and set forth in the proxy card issued for the next Annual Meeting of Shareholders. It is urged that any such proposals be sent by certified mail, return receipt requested.

COMMUNICATIONS WITH MEMBERS OF THE BOARD

Shareholders may communicate with the board of directors by mailing written communications to the attention of J. Todd Scruggs, Secretary to the board of directors, at the principal office of Financial at 828 Main Street, Lynchburg, VA 24504. All such communications are reviewed by the Secretary to the board and submitted to the board of directors, unless they are deemed non-substantive.



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OTHER MATTERS THAT MAY COME BEFORE THE ME ETING

The board of directors is not aware of any matters to be presented for action at the Annual Meeting other than as set forth herein. However, if any other matters properly come before the Annual Meeting , or any adjournment or postponement thereof, the person or persons voting the proxies will vote them in accordance with their best judgment.

WHERE YOU CAN FIND MORE INFORMATION INCLUDING
OUR ANNUAL REPORT AND FINANCIAL STATEM ENTS

A copy of Financial ’ s Annual Report on Form 10-K for the year ended December 31, 2023 has been furnished to the shareholders. Additional copies of the Annual Report on Form 10-K may be obtained from Financial ’ s website ( www.bankofthejames.bank ) or by written request to J. Todd Scruggs, Secretary to the board of directors, at 828 Main Street, Lynchburg, VA 24504.

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