C & F FINANCIAL CORP Stock Compensation Disclosure
NOTE 16: Share-Based Plans
On April 19, 2022, the Corporation’s shareholders approved the C&F Financial Corporation 2022 Stock and Incentive Compensation Plan (the 2022 Plan) for the grant of equity awards to certain key employees of the Corporation, as well as non-employee directors and consultants. The 2022 Plan authorizes the Corporation to issue equity awards in the form of stock options, restricted stock, restricted stock units and other stock-based awards. Since the 2022 Plan’s approval, equity awards have only been issued in the form of restricted stock.
Prior to the approval of the 2022 Plan, the Corporation granted equity awards under the 2013 Stock and Incentive Compensation Plan, (the 2013 Plan). The 2013 Plan authorized the Corporation to issue equity awards in the form of stock options, tandem stock appreciation rights, restricted stock, restricted stock units and/or other stock-based awards. All equity awards under the 2013 Plan were issued in the form of restricted stock.
As permitted under the plans, the Corporation awards shares of restricted stock to certain key employees, non-employee directors and consultants. Restricted shares awarded to employees generally vest over periods up to five years and restricted shares awarded to non-employee directors generally vest over periods up to three years. A summary of the activity for restricted stock awards for the periods indicated is presented below:
2025 | 2024 | 2023 |
| |||||||||||||
| | Weighted- | | | Weighted- | | | Weighted- |
| |||||||
Average | Average | Average |
| |||||||||||||
Grant Date | Grant Date | Grant Date |
| |||||||||||||
Shares | Fair Value | Shares | Fair Value | Shares | Fair Value |
| ||||||||||
Nonvested at beginning of year |
| 119,778 | $ | 54.56 |
| 135,694 | $ | 52.13 |
| 145,677 | $ | 48.88 | ||||
Granted | 29,615 |
| 76.53 |
| 32,320 |
| 60.15 |
| 36,945 |
| 62.87 | |||||
Vested |
| (41,810) |
| 43.07 |
| (46,801) |
| 51.39 |
| (43,383) |
| 50.59 | ||||
Cancelled |
| (7,005) |
| 58.04 |
| (1,435) |
| 53.69 |
| (3,545) |
| 49.37 | ||||
Nonvested at end of year |
| 100,578 | 65.57 |
| 119,778 | 54.56 |
| 135,694 | 52.13 | |||||||
The fair value of shares that vested during the years ended December 31, 2025, 2024 and 2023 were $2.96 million, $2.73 million, and $2.52 million, respectively. Compensation is accounted for using the fair value of the Corporation’s common stock on the date the restricted shares are awarded. Compensation expense is charged to income ratably over the required service periods and was $1.85 million ($1.14 million after income taxes) in 2025, $1.92 million ($1.29 million after income taxes) in 2024 and $1.99 million ($1.35 million after income taxes) in 2023. As of December 31, 2025, there was $3.66 million of total unrecognized compensation cost related to restricted stock granted under the plan, which is expected to be recognized through 2030, with a weighted-average remaining service period of 3.1 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 3, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 3, 2021 | |
| 2019 | Mar 3, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Mar 8, 2018 | |
| 2016 | Mar 7, 2017 | |
| 2015 | Mar 4, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.