C & F FINANCIAL CORPORATION – Executive Transition and Compensation Plan Amendment

C&F Financial Corporation announced a significant leadership transition and an amendment to its deferred compensation plan. S. Dustin Crone, President and CEO of C&F Finance Company, will retire on December 31, 2026. He will transition from President to CEO of C&F Finance effective June 30, 2026, and will receive a salary of $341,000 during his transition period. His unvested equity awards will vest on December 31, 2028, provided he meets certain conditions, including continued employment and adherence to non-competition and confidentiality clauses. In case of involuntary termination without cause, Mr. Crone will receive severance pay. Shawn Moore will assume the role of President of C&F Finance. Additionally, the Corporation’s Board approved an amendment to its Non-Qualified Deferred Compensation Plan for Directors and Executives, allowing for multiple discretionary supplemental retirement (SERP) contributions and providing more flexibility in vesting. An additional SERP contribution of $100,000 was approved for Thomas F. Cherry, President and CEO of the Corporation and the Bank, to enhance his compensation package and for retention purposes.