🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Bank of the James Financial Group. Think of it as a detailed "meeting agenda & info pack" sent to shareholders ahead of the annual meeting. Its main jobs are to explain what will be voted on, provide background on the company's leaders, and detail executive pay.

👉 In simple terms: Shareholders use this to decide how to vote on key issues, like who sits on the board and whether to approve the company's pay practices for its top bosses.

Meeting Details:

• What: 2026 Annual Meeting of Shareholders.
• When: May 19, 2026, at 1:00 p.m. Eastern Time.
• Where: Virtual-Only at www.virtualshareholdermeeting.com/BOTJ2026. There is no physical location.
• Record Date: You must have been a shareholder by March 23, 2026, to vote.

🏢 What The Company Does

Bank of the James Financial Group, Inc. (ticker: BOTJ) is a bank holding company based in Lynchburg, Virginia. It owns two main businesses:

1. Bank of the James: A community bank offering traditional banking services like loans and deposits.
2. Pettyjohn, Wood & White, Inc.: A registered investment advisor that manages money for clients.

👉 In simple terms: It's a small, local financial institution that makes money from banking services and investment management, serving its community since 1999.

🗳️ What Shareholders Are Voting On

There are three main proposals for shareholders to approve:

1. Election of Directors: Shareholders vote to elect four nominees to the board. These directors oversee the company's management on behalf of the owners (shareholders).

• Nominees: Robert R. Chapman III, Julie P. Doyle, Lydia K. Langley, and Augustus A. Petticolas, Jr.
• Why it matters: The board sets the company's strategic direction and hires/fires the CEO. Your vote influences who is in charge of this oversight.

2. Ratification of the Auditor: A vote to approve Elliott Davis, PLLC as the company's independent accounting firm for 2026.

• Why it matters: This is a standard check to ensure shareholders agree with the choice of the company that will audit its financial books.

3. Advisory Vote on Executive Compensation ("Say on Pay"): A non-binding vote to approve how the company pays its top executives.

• Why it matters: While not mandatory, a strong "against" vote sends a powerful message to the board that shareholders are unhappy with pay practices.

💰 Executive Compensation Highlights

This section reveals how much the company's top leaders were paid in 2025.

Total 2025 Compensation for Named Officers:

• Robert R. Chapman III (President & CEO of the Bank): $873,895
• J. Todd Scruggs (Former Secretary-Treasurer & CFO): $515,066
• Michael A. Syrek (President of the Bank): $562,728

How They Are Paid:

• Base Salary: Fixed annual pay.
• Bonus: Discretionary cash bonuses based on performance.
• "All Other Compensation": This includes 401(k) matches and, crucially, the company's annual expense accrual for "Salary Continuation Agreements." These are supplemental retirement plans for certain executives.

👉 Key Insight: A large portion of the "All Other Compensation" is for future retirement benefits, not cash in hand today. For example, over $292,000 of Mr. Chapman's total was for this future benefit.

Salary Continuation Agreements (The Retirement Deals): These are non-qualified deferred compensation plans. Think of them as special retirement bonuses promised by the bank. The value of these promises is significant:

• For Mr. Chapman, if he retires at age 65, he is promised a lump sum of $2,315,177 from one agreement and $317,589 from another.
• For Mr. Syrek, his agreements promise annual payments of $149,969 + $65,281 per year for 15 years after he retires at 65.

Pay vs. Performance: The filing includes a required table showing that executive pay and the company's financial performance (Net Income) and stock return have generally moved in the same direction over the last three years, though no stock awards were granted.

👥 Board & Governance

The Board of Directors is responsible for overseeing the company.

Board Structure:

• The board is split into three groups with staggered 3-year terms.
• Leadership is split: The independent Chairman is Dr. Augustus A. Petticolas, Jr., while the CEO is Robert R. Chapman III.
• The board believes separating these roles leads to better oversight.

Key Committees & Their Roles:

• Audit Committee (Chair: Lewis C. Addison): Oversees financial reporting and the external auditor.
• Compensation Committee: Approves executive pay.
• Nominating Committee: Finds director candidates.
• Executive Committee: Can act for the board between meetings.

Director Pay in 2025: Non-employee directors were paid for their service through retainers and meeting fees. Total director compensation was $340,300. The highest-paid director was Chairman Petticolas at $48,600.

📦 Ownership & Who Holds Shares

As of March 23, 2026, there were 4,543,338 common shares outstanding.

Large Shareholders (>5%):

• Fourthstone LLC: An investment advisor that owns 7.09% of the company.
• Pettyjohn, Wood & White, Inc.: The company's own subsidiary (which manages client accounts) owns 5.63%.

Management & Directors Ownership: As a group, directors and executive officers own about 11.93% of the company's shares, giving them a meaningful stake aligned with other shareholders.

🔮 What's Next

The primary "next step" is the Annual Meeting on May 19, 2026. Shareholders will vote on the proposals outlined above. The company will also present a report on its recent operations. After the meeting, the board and management will continue executing their strategy for the community bank and investment advisory business.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Deep Local Ties: The board is filled with established community leaders, which is great for a local bank's reputation and business.
• Aligned Leadership: Directors and executives own a significant amount of stock, aligning their interests with shareholders.
• Clear Governance: The company follows standard governance practices (separate Chairman/CEO, independent committees, ethics code).

⚠️ Risks:

• Small Scale: As a smaller community bank, it may face competitive pressures from larger banks and fintech companies.
• Key-Person Dependence: The company and its history are closely tied to long-serving executives like Mr. Chapman.
• Complex Executive Pay: The Salary Continuation Agreements represent significant future financial obligations that add complexity to the balance sheet.

🧠 The Analogy

Bank of the James is like a local, family-owned restaurant holding its annual customer appreciation night. The "proxy statement" is the program handed out, introducing the head chef (CEO), the kitchen managers (directors), and explaining the special menu (executive pay). The regular customers (shareholders) are then asked to vote on whether they approve of the management team and the restaurant's plans for the coming year.

🧩 Final Takeaway

This proxy reveals a closely-held community bank with a stable, long-tenured leadership team and board. Shareholders are being asked to endorse this team's continued oversight and approve its compensation framework, which includes significant promised retirement benefits for top executives. Your vote is a signal of approval or disapproval for the current direction.