DEF 14A: Blue Ridge Bankshares Sets Date for Virtual Annual Meeting, Seeks Shareholder Approval for Amended Stock Incentive Plan

Blue Ridge Bankshares will hold its annual shareholder meeting virtually on October 10, 2024, to vote on director elections, an amended stock incentive plan, and the ratification of its accounting firm.

Summary

• Blue Ridge Bankshares, Inc. will hold its Annual Meeting of Shareholders on October 10, 2024, as a virtual meeting.
• Shareholders will vote on the election of directors, approval of the Amended and Restated 2023 Stock Incentive Plan, and ratification of Elliott Davis, PLLC as the independent registered public accounting firm for 2024.
• The Board recommends voting FOR the election of director nominees, FOR the approval of the Amended and Restated 2023 Stock Incentive Plan, and FOR the ratification of Elliott Davis, PLLC.
• The record date for determining shareholders eligible to vote is August 16, 2024, with 73,541,950 shares of common stock outstanding and entitled to vote.
• The Amended and Restated 2023 Stock Incentive Plan seeks to increase the number of shares reserved for issuance from 850,000 to 4,850,000.
• The company closed private placements in April and June 2024, raising $150 million and $11.6 million respectively.
• Kenneth R. Lehman beneficially owns 29,998,257 shares of common stock, representing 35.91% ownership.
• Castle Creek Capital Partners VIII, L.P. beneficially owns 17,285,078 shares, representing 19.16% ownership.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily providing factual information about the upcoming shareholder meeting and proposals. The sentiment is slightly positive due to the company's efforts to enhance corporate governance and incentivize employees through the stock incentive plan.

Positives

• The Board is actively involved in the company's strategic planning process.
• The Board has determined that 17 of its 18 current members and three of the four new nominees for director are independent.
• The company has adopted a Code of Ethics and Conflict of Interest Policy.
• The company is committed to promoting sound Environmental, Social and Governance (ESG) practices.
• The company has a clawback policy that requires mandatory reimbursement of excess incentive compensation from any current or former executive officer if the company's financial statements are restated.

Negatives

• Messrs. Dean and Dees are retiring effective as of the date of the Annual Meeting and will not stand for re-election.
• A Form 3 for each of Messrs. Beale and Jones, and Ms. Cozart was filed late.
• A Form 4 for each of Messrs. Bost, Dean, Dees, Farmar, Holzwarth, Janney, Jones, Patterson, Reynolds, C. Frank Scott, III, Spilman and Stokes and Dr. Crowther, Ms. Cozart, and Ms. Woodruff was filed late with respect to an award of its common stock that each director received in July 2023 in connection with board service.
• In addition, one Form 4 reporting two transactions was filed late for Mr. Beale, and one Form 4 reporting one transaction was filed late for Ms. Woodruff.
• Lastly, a Form 4 for each of Mr. Beale and Ms. Gavant was filed late for restricted stock awards made in July 2023.

Risks

• The company's high-level goal, to align operations and lending and investment portfolios to achieve net-zero emissions by 2040, remains in place; however, the company has indefinitely paused dedicating resources to setting sectoral targets in line with the Alliances guidelines.
• The company does not have any practices or policies regarding the ability of employees or directors to engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the company's common stock (including prepaid variable forward contracts, short sales, equity swaps, puts, collars, exchange funds, or similar transactions).

Future Outlook

The Company expects that all shares of the Series C Preferred Stock will be exchanged for shares of common stock in the third quarter of 2024.

Management Comments

• We appreciate your continued support, stated G. William Beale, President and Chief Executive Officer.

Industry Context

This document is typical for publicly traded companies as it outlines the agenda and proposals for the annual shareholder meeting, ensuring compliance with SEC regulations and corporate governance best practices.

Comparison to Industry Standards

• The executive compensation practices, including the use of base salary, short-term incentives, and long-term equity incentives, are consistent with industry standards for financial institutions of similar size and complexity.
• The composition of the Board, with a majority of independent directors and specialized committees such as the Audit Committee and Compensation Committee, aligns with corporate governance benchmarks observed in publicly traded companies.
• The disclosure of related party transactions and the implementation of a clawback policy are standard practices aimed at promoting transparency and accountability, as recommended by regulatory guidelines and investor expectations.

Management Changes

Corporate Governance

Related Party Transactions

• The company has had, and expects to have in the future, banking relationships in the ordinary course of its business with directors, officers, principal shareholders, and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to the company.
• On April 3, 2024, in connection with the Private Placements, the Company issued and sold to the following individuals the stated number of shares of Series B Preferred Stock at a price of $10,000.00 per share: 100 shares to G. William Beale, President and Chief Executive Officer and a director of the Company, for a purchase price of $1.0 million; 25 shares to Hunter H. Bost, a director of the Company, for a purchase price of $250,000; 25 shares to Mensel D. Dean, Jr., a director of the Company, for a purchase price of $250,000; 25 shares to Judy C. Gavant, Executive Vice President and Chief Financial Officer of the Company, for a purchase price of $250,000; 25 shares to Vance H. Spilman, a director of the Company, for a purchase price of $250,000; 20 shares to William W. Stokes, a director of the Company, for a purchase price of $200,000; and 15 shares to Carolyn J. Woodruff, a director of the Company, for a purchase price of $150,000.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Employees may benefit from the increased share pool in the Amended and Restated 2023 Stock Incentive Plan, providing potential for equity-based compensation.
• The company's commitment to ESG practices may positively impact the communities it serves and enhance its reputation.

Next Steps

• Shareholders to review the proxy materials and vote on the proposals.
• The company to hold the Annual Meeting on October 10, 2024.
• The company to implement the approved Amended and Restated 2023 Stock Incentive Plan.
• The company to continue engaging with shareholders on corporate governance and compensation matters.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Stock Incentive Plan, Director Election, Elliott Davis, Shareholders, Governance, Compensation, Private Placement, Common Stock, Preferred Stock, Audit Committee, Risk Management, Executive Compensation, Related Party Transactions, ESG