C & F FINANCIAL CORP 8-K

What Happened

• C&F Financial Corporation filed an 8‑K on June 18, 2026 announcing that S. Dustin Crone, President and CEO of subsidiary C&F Finance Company, informed the boards of his intention to retire. Crone will stop serving as President of C&F Finance on June 30, 2026, and will continue as Chief Executive Officer through the end of his employment on December 31, 2026. Shawn Moore, currently Executive Vice President and Chief Credit Officer of C&F Finance, will become President of C&F Finance effective June 30, 2026.
• The company and Mr. Crone entered a Transition Agreement (effective June 30, 2026) replacing his prior employment and change‑in‑control agreements to govern compensation and post‑employment obligations during the transition period.

Key Details

• Transition Period: June 30, 2026 – December 31, 2026 (Crone remains CEO through Dec. 31, 2026).
• Transition pay and benefits: Crone will receive a salary based on an annual base salary of $341,000 during the Transition Period; eligible for a 2026 cash award under the Management Incentive Plan (MIP) but not eligible for equity or other deferred compensation for 2026.
• Equity and deferred comp treatment: If Crone remains employed through Dec. 31, 2026 and signs a release, the company intends to vest his unvested company contributions to the Non‑Qualified Deferred Compensation Plan and amended restricted stock awards will vest on Dec. 31, 2028 provided he complies with noncompetition, nonsolicitation and confidentiality covenants.
• Severance: If involuntarily terminated without Cause before Dec. 31, 2026, Crone will receive a lump sum equal to unpaid Base Salary through Dec. 31, 2026 plus $90,000; no severance for other pre‑Dec. 31, 2026 terminations; no 2026 cash bonus if involuntary termination without Cause prior to year‑end.
• SERP amendment and retention pay: The Board amended the Non‑Qualified Deferred Compensation Plan to allow multiple discretionary supplemental retirement (SERP) contributions in a year and more flexible vesting, and approved an additional $100,000 SERP contribution for Thomas F. Cherry (President & CEO of the Corporation and Bank) for 2026 to support retention and competitiveness.

Why It Matters

• This is a planned leadership transition at C&F Finance with continuity: Crone remains CEO through year‑end while an internal successor becomes President immediately, which limits immediate disruption to operations and strategy.
• The Transition Agreement and SERP amendment are compensation and retention actions that affect executive pay costs and future vesting/expense timing (e.g., amended restricted stock vesting moved to Dec. 31, 2028 and a $100,000 supplemental SERP contribution for the corporation’s CEO).
• For investors, this filing signals management succession planning and targeted retention steps for senior executives; monitor future filings for any changes to executive roles, compensation expense disclosures, or additional governance details.