Bank of the James Financial Group (BOTJ) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 19, 2026, with shareholders able to vote online, by phone, or by mail.

• Proxy materials and the 2025 Annual Report are available online, supporting cost savings and environmental goals.

• Shareholders of record as of March 23, 2026, are entitled to vote on all matters at the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, ratifying Elliott Davis as auditor for 2026, and an advisory vote on executive compensation.

• Directors and executive officers collectively own 11.93% of outstanding shares and intend to vote in favor of all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 7, 2026.

Board of directors and corporate governance

• The Board consists of 10 directors, with staggered three-year terms and a majority qualifying as independent under Nasdaq rules.

• Four standing committees: Executive, Audit, Nominating, and Compensation, each with written charters.

• The Board separates the roles of Chairman (independent) and CEO for effective oversight.

• Directors bring diverse backgrounds in business, law, healthcare, and community service.

• Board diversity includes two female and one African American director.