
			Average
			Summary	Average	Value of Initial Fixed $100
			Compensation	Compensation	Investment Based on³:
	Summary		Table Total	Actually Paid		2023 Peer	2022 Peer
	Compensation	Compensation	for Non-PEO	to Non-PEO	Total	Group Total	Group Total
	Table Total	Actually Paid	Named Executive	Named Executive	Shareholder	Shareholder	Shareholder	Net Income	Adjusted	Adjusted
	for PEO¹	to PEO²	Officers¹	Officers²	Return	Return	Return	(in thousands)	ROE⁴	ROA⁴
Year	($)	($)	($)	($)	($)	($)	($)	($)	(%)	(%)
2023	1,292,911	1,376,927	535,423	546,486	141.4	104.0	101.0	23,746	11.68	0.99
2022	1,160,058	1,236,413	530,208	553,696	117.2	104.9	100.7	29,369	13.64	1.16
2021	1,157,133	1,363,725	962,681	982,576	99.7	103.8	106.4	29,123	15.22	1.38
2020	977,599	672,340	1,092,857	865,040	70.1	77.9	74.3	22,424	12.54	1.14

1

The amounts shown above are the amounts reported in the Summary Compensation Table on page 43 as total compensation for Mr. Cherry, who was the principal executive officer (“PEO”) for all years presented, and the average for each year of total compensation for the NEOs other than the PEO in each year, including Messrs. Long, Dillon, Crone and Seaman for 2023, and including Messrs. Long, Dillon and Crone and Bryan McKernon, President and CEO of C&F Mortgage Corporation, for years 2020-2022.

2

Compensation actually paid to Mr. Cherry represents total compensation reported in the Summary Compensation Table, with certain adjustments as described below. Compensation actually paid differs from the amount shown in the Summary Compensation Table and does not represent the total amount earned or total amount paid in any particular year. Total compensation, as reported in the Summary Compensation Table, was adjusted by (1) removing the change in pension value, which represents the actuarial increase in present value of accumulated benefits in each year under the Retirement Plan established by the Bank for Messrs. Cherry, Long, Dillon and Seaman; (2) including the amount of service cost recognized by the Corporation under ASC Topic 715, which represents the actuarial present value of benefits under the Retirement Plan attributable to services rendered in each year for Messrs. Cherry, Long, Dillon and Seaman; (3) removing the grant date fair value of stock awards granted in each year, as determined under ASC Topic 718; (4) including with respect to outstanding restricted stock awards for each year (i) the year-end fair value of any awards granted during the year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of the end of the year (from the end of the prior year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vested in the applicable year, the change in fair value as of the vesting date (from the end of the prior year). Total compensation as reported in the Summary Compensation Table and compensation actually paid both include the amount of dividends paid on unvested restricted stock awards.

The amounts of the adjustments described above that were added to (or deducted from) the Summary Compensation Table total for the PEO to arrive at compensation actually paid for the PEO for 2023 are shown in the table below.


			Year End		Change in
		Grant Date	Fair Value of	Change in Fair Value	Fair Value of Stock Awards
Change in	Pension	Fair Value of	Stock Awards	of Outstanding and	Granted in Prior Years that
Pension Value	Service Cost	Stock Awards	Granted	Unvested Stock Awards	Vested in the Year
($)	($)	($)	($)	($)	($)
(70,381)	33,244	(249,275)	288,061	75,732	6,635

The amounts of the adjustments described above that were added to (or deducted from) the average Summary Compensation Table total for NEOs other than the PEO to arrive at average compensation actually paid to non-PEO NEOs for 2023 are shown in the table below.


			Year End		Change in
		Grant Date	Fair Value of	Change in Fair Value	Fair Value of Stock Awards
Change in	Pension	Fair Value of	Stock Awards	of Outstanding and	Granted in Prior Years that
Pension Value	Service Cost	Stock Awards	Granted	Unvested Stock Awards	Vested in the Year
($)	($)	($)	($)	($)	($)
(27,316)	4,179	(68,588)	79,259	20,893	2,636

3

Cumulative total shareholder return is calculated assuming $100 was invested in the common stock of the Corporation or in the stock of the financial institutions included in a group of peer companies on December 31, 2019, and assumes the reinvestment of dividends. For 2023, the group of peer companies consists of the 2023 Incentive Compensation Peer Group (the “2023 Peer Group”). For more information on the financial institutions included in the 2023 Incentive Compensation Peer Group, refer to page 28 and to the stock performance graph included in Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024. Previously, the Corporation reported a different group of peer companies. Our prior peer group consisted of the following 23 financial institutions from our 2022 Incentive Compensation Peer Group (the “2022 Peer Group”): American National Bankshares, Inc., Blue Ridge Bankshares, Inc., CapStar Financial Holdings, Inc., Carter Bankshares, Inc., Eagle Financial Services, Inc.; F&M Bank Corporation, First Community Bankshares, Inc., First Community Corporation, First National Corporation, First United Corporation, FVCBankcorp, Inc., HomeTrust Bankshares, Inc., Limestone Bancorp, Inc., MainStreet Bancshares, Inc., National Bankshares, Inc., Old Point Financial Corporation, Peoples Bancorp of North Carolina, Inc., Primis Financial Corporation, Shore Bancshares, Inc., Southern First Bancshares, Inc., Summit Financial Group, Inc., The Community Financial Corporation, and Virginia National Bankshares Corporation. For more information on the financial institutions included in the 2022 Incentive Compensation Peer Group, refer to the Corporation’s 2023 proxy statement, filed with the SEC on March 10, 2023. In 2023, the Corporation changed the composition of the peer group used to evaluate the financial performance of the Corporation primarily by expanding the geography included in the peer group, as the factors that affect competition, financial performance, and access to capital for the Corporation and its peers are generally not unique to the state(s) in which they operate. As such, the 2023 Incentive Compensation Peer Group includes peer companies headquartered in thirteen states in the Eastern and Southern U.S. Additional information can be found in Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024. For purposes of the cumulative total shareholder return reported in this table, the 2023 Peer Group and the 2022 Peer Group are weighted according to the respective financial institution’s market capitalization as of December 31, 2019.

4

Adjusted ROE and adjusted ROA are financial measures that are not consistent with U.S. GAAP that are considered by the Corporation as part of its executive compensation program. Refer to Appendix A for information regarding these non-GAAP financial measures, including a reconciliation to the most directly comparable U.S. GAAP financial measures. The Committee has identified a variety of performance goals and metrics used for the purpose of awarding compensation to executive officers that are consistent with the Corporation’s overall compensation philosophy and the long-term interests of its shareholders. Among these, the Committee has identified adjusted ROE as the most important financial performance measure (that is not otherwise required to be disclosed in the table above) used by the Corporation to link compensation actually paid to its NEOs for the year ended December 31, 2023 to company performance. Adjusted ROA, which is also used by the Corporation to evaluate performance as part of its executive compensation program, is shown in the table above as a supplemental financial performance measure.

Named Executive Officers, Footnote

1

The amounts shown above are the amounts reported in the Summary Compensation Table on page 43 as total compensation for Mr. Cherry, who was the principal executive officer (“PEO”) for all years presented, and the average for each year of total compensation for the NEOs other than the PEO in each year, including Messrs. Long, Dillon, Crone and Seaman for 2023, and including Messrs. Long, Dillon and Crone and Bryan McKernon, President and CEO of C&F Mortgage Corporation, for years 2020-2022.

PEO Total Compensation Amount

$ 1,292,911

$ 1,160,058

$ 1,157,133

$ 977,599

Adjustment To PEO Compensation, Footnote

2

Compensation actually paid to Mr. Cherry represents total compensation reported in the Summary Compensation Table, with certain adjustments as described below. Compensation actually paid differs from the amount shown in the Summary Compensation Table and does not represent the total amount earned or total amount paid in any particular year. Total compensation, as reported in the Summary Compensation Table, was adjusted by (1) removing the change in pension value, which represents the actuarial increase in present value of accumulated benefits in each year under the Retirement Plan established by the Bank for Messrs. Cherry, Long, Dillon and Seaman; (2) including the amount of service cost recognized by the Corporation under ASC Topic 715, which represents the actuarial present value of benefits under the Retirement Plan attributable to services rendered in each year for Messrs. Cherry, Long, Dillon and Seaman; (3) removing the grant date fair value of stock awards granted in each year, as determined under ASC Topic 718; (4) including with respect to outstanding restricted stock awards for each year (i) the year-end fair value of any awards granted during the year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of the end of the year (from the end of the prior year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vested in the applicable year, the change in fair value as of the vesting date (from the end of the prior year). Total compensation as reported in the Summary Compensation Table and compensation actually paid both include the amount of dividends paid on unvested restricted stock awards.

The amounts of the adjustments described above that were added to (or deducted from) the Summary Compensation Table total for the PEO to arrive at compensation actually paid for the PEO for 2023 are shown in the table below.


			Year End		Change in
		Grant Date	Fair Value of	Change in Fair Value	Fair Value of Stock Awards
Change in	Pension	Fair Value of	Stock Awards	of Outstanding and	Granted in Prior Years that
Pension Value	Service Cost	Stock Awards	Granted	Unvested Stock Awards	Vested in the Year
($)	($)	($)	($)	($)	($)
(70,381)	33,244	(249,275)	288,061	75,732	6,635

Non-PEO NEO Average Compensation Actually Paid Amount

$ 546,486

553,696

982,576

865,040

Compensation Actually Paid vs. Total Shareholder Return

Figure 1: Compensation Actually Paid and Total Shareholder Return (TSR)

Compensation Actually Paid vs. Company Selected Measure

Figure 3: Compensation Actually Paid and Adjusted ROE

Total Shareholder Return Amount

$ 141.4

117.2

99.7

70.1

Company Selected Measure Amount

11.68

13.64

15.22

12.54

2023 Peer Group Total Shareholder Return

$ 104.0

$ 104.9

$ 103.8

$ 77.9

Name

Net income

Pay vs Performance Disclosure

Non-GAAP Measure Description

4

Adjusted ROE and adjusted ROA are financial measures that are not consistent with U.S. GAAP that are considered by the Corporation as part of its executive compensation program. Refer to Appendix A for information regarding these non-GAAP financial measures, including a reconciliation to the most directly comparable U.S. GAAP financial measures. The Committee has identified a variety of performance goals and metrics used for the purpose of awarding compensation to executive officers that are consistent with the Corporation’s overall compensation philosophy and the long-term interests of its shareholders. Among these, the Committee has identified adjusted ROE as the most important financial performance measure (that is not otherwise required to be disclosed in the table above) used by the Corporation to link compensation actually paid to its NEOs for the year ended December 31, 2023 to company performance. Adjusted ROA, which is also used by the Corporation to evaluate performance as part of its executive compensation program, is shown in the table above as a supplemental financial performance measure.

Pay vs Performance Disclosure

Other Performance Measure, Amount

0.99

1.16

1.38

1.14

Non-GAAP Measure Description

4

Adjusted ROE and adjusted ROA are financial measures that are not consistent with U.S. GAAP that are considered by the Corporation as part of its executive compensation program. Refer to Appendix A for information regarding these non-GAAP financial measures, including a reconciliation to the most directly comparable U.S. GAAP financial measures. The Committee has identified a variety of performance goals and metrics used for the purpose of awarding compensation to executive officers that are consistent with the Corporation’s overall compensation philosophy and the long-term interests of its shareholders. Among these, the Committee has identified adjusted ROE as the most important financial performance measure (that is not otherwise required to be disclosed in the table above) used by the Corporation to link compensation actually paid to its NEOs for the year ended December 31, 2023 to company performance. Adjusted ROA, which is also used by the Corporation to evaluate performance as part of its executive compensation program, is shown in the table above as a supplemental financial performance measure.