DEF 14A of Blue Ridge Bankshares, Inc., Apr 2, 2025

DEF 14A of Blue Ridge Bankshares, Inc.

Filed Apr 2, 2025 · FY20240001193125-25-071197

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS The number of directors constituting the Board is currently set at 13. The Board is divided into three classes (I, II and III), with directors to be apportioned as evenly as possible among the classes and serving staggered three-year terms. In February 2025, the Board approved and adopted, subject to shareholder approval at the Annual Meeting, a proposed amendment to the Company’s articles of incorporation to declassify the Board. If the Company’s shareholders approve the proposed amendment at the Annual Meeting (Proposal 2), directors who have been elected to three-year terms prior to the effectiveness of the amendment, including directors elected at the Annual Meeting, will complete those terms. In addition, beginning with the 2026 annual meeting of shareholders, directors whose terms expire at an annual meeting of shareholders will be subject to election for a one-year term expiring at the next annual meeting. The Board also took action in February 2025 to reduce the number of directors of the Company from 13 to 11, effective at the Annual Meeting. The term of office for the Class II directors will expire at the Annual Meeting. The Class II director nominees are G. William Beale, Ciaran McMullan, and Vance H. Spilman. Each of the Class II director nominees will stand for election at the Annual Meeting for a three-year term expiring at the 2028 annual meeting. Two current Class II directors, Elizabeth H. Crowther and Carolyn J. Woodruff, will not stand for re-election. All other directors will continue in office following the Annual Meeting and their terms will expire in either 2026 (Class III) or 2027 (Class I). Provided that the Company’s shareholders approve the proposal to amend the articles of incorporation to declassify the Board, the entire Board will be elected annually beginning with the 2028 annual meeting of shareholders. The election of each nominee for director requires the affirmative vote of the holders of a plurality of the shares of common stock cast in the election of directors. The persons named in the proxy will vote for the election of the nominees named below unless authority is withheld. If, for any reason, the persons named as nominees should become unavailable to serve, an event that management does not anticipate, proxies will be voted for such other persons as the Board may designate. Each nominee has consented to being named in this Proxy Statement and has agreed to serve, if elected. There are no current arrangements between any nominee and any other person pursuant to which a nominee was selected. No family relationships exist among any of the directors or between any of the directors and executive officers of the Company. The following biographical information discloses each director’s and nominee’s age and business experience, including the specific skills or attributes that qualify each director or nominee for service on the Board, and the year that each individual was first elected to the Board. The Board recommends the nominees, as set forth below, for election. The Board recommends that shareholders vote “FOR” each of the nominees.

  2. Nominees for Election as Directors

    Nominees for Election as Directors

  3. For Terms Expiring in 2028 (Class II)

    For Terms Expiring in 2028 (Class II) G. William Beale, 75, joined the Bank as its Chief Executive Officer in May 2023. He has served as a director of the Company and as President and Chief Executive of the Company since July 2023. Mr. Beale previously served as the President and Chief Executive Officer of Community Bankers Bank, based in Chesterfield, Virginia from November 2018 to July 2020. From May 1989 to March 2017, Mr. Beale was employed at Union Bank & Trust (now known as Atlantic Union Bank) and was appointed its Chief Executive Officer in 1991. During his tenure, he grew the bank’s total assets from $180 million to $8.5 billion and created a total shareholder return of 10x. Prior to Union Bank & Trust, he worked as both an executive and commercial lender for Capital Bank and Security Bank from 1971 to 1989. Mr. Beale graduated from the Southwestern Graduate School of Banking at Southern Methodist University in 1981 and received a Bachelor of Science in Business Administration from The Citadel in 1971. He brings to the Board extensive executive leadership experience with a deep understanding of the regional banking sector. Ciaran McMullan, 56, joined the Board in May 2024. Mr. McMullan has served as Chairman and Chief Executive Officer of Bancorp 34, Inc. and its subsidiary Southwest Heritage Bank since April 2024. He has held multiple Chairman and Chief Executive Officer roles in the U.S. community and regional banking sector and has extensive international experience at multi-national banking organizations, financial technology companies, and advisory firms. Previous U.S. banking roles include President and Chief Executive Officer of Suncrest Bank in California from April 2013 to January 2022, Chief Executive Officer of National Australia Bank’s (“NAB”) U.S. banking business in Illinois, Chairman of the Great Western Bancorporation in South Dakota, and Senior Advisor with Cappello Capital in California. He has also held several executive positions outside of the U.S. including Chief Financial Officer of NAB’s Group Technology Business in Australia, Banking Partner with (Cap Gemini) Ernst & Young also in Australia, and Principal in the PwC Banking practice in the United Kingdom. Mr. McMullan began his career as a Market Analyst with Abbey National Bank in the United Kingdom. He is currently on the board of the Greater Phoenix Economic Council and previously served on the board of directors of the Greater Sacramento Economic Council where he was also one of the founders of the region’s Fintech Consortium. He has also held multiple advisory roles with both U.S. based and international financial technology companies. Mr. McMullan is a graduate of Stirling University and Sheffield Hallam University in the United Kingdom and has attended Harvard Business School’s Executive Education Programs in both FinTech and Agribusiness. He recently completed a certification in Decentralized Finance at Duke University. He brings to the Board his background in banking, executive leaderships insights, consulting, and Fintech experience. Vance H. Spilman, 63, joined the Board following the Company’s acquisition of Bay Banks of Virginia, Inc. (“Bay Banks”) in January 2021. He has served as the Chief Executive Officer of LeafSpring Schools (“LeafSpring”) and its franchisor, Prism LLC since June 2015. LeafSpring is a national chain of for-profit preschools, which operates 14 schools across the U.S. From July 2012 to May 2015, Mr. Spilman was President of SweetFrog Enterprises, LLC (“SweetFrog”), a national chain of over 300 frozen yogurt retail stores. Prior to joining SweetFrog, he was the Chief Financial Officer of the largest national Five Guy’s Burgers and Fries franchise. Mr. Spilman served on the Virginia Museum of Fine Arts Foundation Board for over 10 years, and was Chair of its Investment Committee. He previously served on the boards of the Jamestown/Yorktown Society, St. Catherine’s School, the Nature Conservancy and Theatre IV. Mr. Spilman received his Bachelor of Arts and Master of Business Administration degrees from the University of Virginia. He brings to the Board meaningful finance and corporate strategy insight, and his experience includes 18 years in commercial and investment banking and asset management.

  4. Incumbent Directors

    Incumbent Directors

  5. Terms Expiring in 2027 (Class I)

    Terms Expiring in 2027 (Class I) Hunter H. Bost, 58, joined the Board in 2016. He is a private investor and real estate developer based in Durham, North Carolina. Previously, Mr. Bost served on the boards of directors of River Bancorp, Inc. (“River”) and its subsidiaries, River Community Bank and 1st Medallion Mortgage Corporation, prior to River’s merger with the Company in 2016. He also served as Chairman of River. Mr. Bost spent over 10 years in New York at Electra Partners, Merrill Lynch, and Price Waterhouse (now PwC). He has served on several non-profit boards, including Hábitat Para La Humanidad Guatemala, Mathkind, and both the Board of Visitors and the International Studies Advisory Board at the University of North Carolina at Chapel Hill. Mr. Bost was a Morehead Scholar at the University of North Carolina at Chapel Hill, where he received a Bachelor of Arts in Economics and a Master of Accounting. Additionally, he has a Master of Business Administration from the MIT Sloan School of Management and a Master of Public Administration from Harvard University’s Kennedy School of Government. Mr. Bost brings to the Board broad experience in digital assets, Fintech, real estate and investing along with a community service focus. Trevor Montano, 46, joined the Board in May 2024. Mr. Montano is the Founder and Managing Member of West Potomac Capital LLC (“WPC”), an investment management firm focused on the financial services sector and sustainable finance. Prior to founding WPC, Mr. Montano spent 20 years in investment banking and portfolio management focused on the financial services sector. As a strategic and financial advisor, he advised on merger and acquisitions (“M&A”), capital raising and other structured financing transactions and worked closely with U.S. and foreign banks, community development financial institutions, minority depository institutions, specialty finance companies, broker-dealers, financial technology businesses and governments. Mr. Montano has completed more than 30 strategic M&A and capital raising transactions worth over $35 billion in transaction value. He also spent 3 years in public service as the Chief Investment Officer at the U.S. Department of the Treasury from 2014-2017 where he was responsible for managing financial institution investments made by the U.S. Government under the Troubled Asset Relief Program. Mr. Montano assumed responsibility for, and management of, the ~$5 billion investment portfolio (~100 institutions) in 2014 and largely wound it down over three years. Mr. Montano received his Master of Business Administration from Columbia Business School and is a graduate of the School of Business at George Mason University. He is a Chartered Financial Analyst (“CFA”) Charterholder and member of the Economic Club of Washington D.C. Mr. Montano also serves as a member of the Board of Trustees for the George Mason University Foundation, Inc. Mr. Montano brings to the Board meaningful corporate finance, accounting, and investment experience, private equity and capital markets experience, as well as regulatory and corporate governance insights. Julien G. Patterson, 73, joined the Board following the Company’s acquisition of Bay Banks in January 2021, after serving over 20 years on that board. He has chaired the Company’s Compensation Committee, and currently chairs the Governance Committee. Mr. Patterson is the past Chairman of the Board of Directors of OMNIPLEX World Services Corporation (“OMNIPLEX”), a company he founded over 30 years ago that delivers protective security solutions to government agencies and major corporations. He currently owns several small businesses in the Northern Neck region of Virginia employing approximately 125 personnel with revenues of approximately $7 million. Mr. Patterson’s career began with the Central Intelligence Agency;, and during his service he designed a wide variety of comprehensive security training programs worldwide. He is a past Chairman of the Virginia Economic Development Partnership, the Virginia Chamber of Commerce, the Virginia Community College Foundation, the Virginia Public Safety Foundation, and Virginia FREE, and is a past trustee of the Virginia Foundation for Independent Colleges. Mr. Patterson served on the Board of Directors of Northern Neck Insurance Company for more than 20 years. He received his undergraduate and honorary doctorate degrees from Norfolk State University, and previously served on the university’s Board of Visitors. Mr. Patterson brings to the Board innovative leadership insights and proven management solutions as a values-driven entrepreneur, in addition to his experience gained while serving on a variety of other business boards. Randolph N. Reynolds, Jr., 59, joined the Board following the Company’s acquisition of Bay Banks in January 2021. He has over 10 years of community bank board experience. Mr. Reynolds is a Partner in Reynolds Development Company, a private real estate management and development company specializing in commercial real estate. He previously served in numerous management roles for Reynolds Metals Company, both in Richmond, Virginia and internationally. Mr. Reynolds currently serves as Vice President of the Henrico Police Foundation (Richmond, Virginia). He also serves on the Virginia Commonwealth University Engineering Board of Trustees, and the Real Estate Facilities Academic and University Resources Committees of Virginia Commonwealth University in Richmond, Virginia. Mr. Reynolds received a Bachelor of Arts in Economics from the College of William & Mary. He brings to the Board extensive knowledge of the commercial real estate industry, experience in senior management positions and a valuable perspective on community involvement in the Company’s market areas.

  6. Terms Expiring in 2026 (Class III)

    Terms Expiring in 2026 (Class III) Heather M. Cozart, 48, joined the Board in June 2023. Ms. Cozart is a former audit and advisory partner of the accounting firm FORVIS LLP (formerly DHG LLP). As an external audit partner, Ms. Cozart led independent financial statement audits of publicly traded and privately held entities, primarily in the financial services sector. She has extensive experience in financial accounting, Securities and Exchange Commission (the “SEC”) reporting, internal controls, mergers and acquisitions, debt and equity offerings, initial public and secondary offerings, and the implementation of accounting and auditing standards. As an advisory partner, she focused on assisting her clients with the implementation of new accounting standards, internal auditing, and due diligence activities for various entities. While in public accounting, Ms. Cozart also held various leadership roles including office managing partner and as a member of DHG LLP’s executive committee, which included responsibility for leading teams through transformation. Prior to this experience, she led the technical accounting and financial reporting functions at two publicly traded financial services companies. Ms. Cozart is a graduate of Salisbury State University with a Bachelor of Science double major in Accounting and Business Administration/Finance Concentration and is a Certified Public Accountant licensed in the State of North Carolina. She is currently a member of the Board of Trustees of Blue Cross and Blue Shield of North Carolina, serving as Chairman of its audit committee and a member of its people and culture committees. Ms. Cozart is also a member of the American Institute of Certified Public Accountants, the North Carolina Association of Certified Public Accountants and the National Association of Corporate Directors (“NACD”). In addition, she is NACD Directorship Certified and completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program, earning the CERT Certificate in Cybersecurity Oversight. Ms. Cozart’s leadership, accounting, industry knowledge, and board governance contribute to the Board. Otis S. Jones, 64, joined the Board in June 2023. Mr. Jones is the Sales Director of the Southeast Financial Services business unit at ServiceNow, Inc. (“ServiceNow”), a publicly-traded software company providing cloud computing platforms to help companies manage digital workflows for enterprise operations. He joined ServiceNow in March 2021 after retiring from IBM following 36 years of service, with his last position as Client Unit Director of the Mid-Atlantic Financial Services business unit. Mr. Jones has over 30 years of financial services experience, primarily as a sales leader helping financial services clients leverage technology to transform business operations. At IBM, he led sales teams and was responsible for client satisfaction, revenue, and profit for a product portfolio that included hardware, software, services and custom banking solutions. Mr. Jones is a Trustee of the Chesapeake Bay Foundation (“CBF”) and was named Chair of the Board of Trustees of CBF in January 2023. He also serves on the Board of Directors of Northern Neck Insurance Company, an insurance company headquartered in Irvington, Virginia, and is Chair of its Risk Committee as well as a member of its Compensation Committee. In July 2020, Mr. Jones was appointed for a two-year term by former Governor Ralph S. Northam to the Virginia Council of Environmental Justice, whose mission is to ensure that vulnerable communities are being protected from pollution, climate change, and environmental hazards. Mr. Jones is a former Trustee and Vice President of the Chesterfield Public Education Foundation, Inc., and the Richmond Public Schools Education Foundation. He is past Chair of the Board of Trustees of The Richmond Forum. A native of the Northern Neck area of Virginia (Weems, Virginia), he holds a Bachelor of Arts in Journalism and Public Relations from Norfolk State University. Mr. Jones brings to the Board his significant experience in sales and technology, specifically relating to the financial services industry, along with his deep service and ties to the communities within the Company’s market areas. Anthony R. Scavuzzo, 43, has been a director of the Company since June 2024 and the Bank since May 2024. Mr. Scavuzzo is a Managing Principal of Castle Creek Capital, LLC, an alternative asset management firm focused on the community banking industry, and has been at the firm since 2009. He sits on the Investment Committee for the Castle Creek funds and is on the board of directors at several portfolio companies including McGregor Bancshares, First Bancshares of Texas, Texas Community Bancshares, and Central Payments, LLC. Mr. Scavuzzo also serves as a board observer at Mid Penn Bancorp and Pathfinder Bancorp. His previous board experience includes over a dozen other companies, including Enterprise Financial Services Corp and Guaranty Federal Bancshares. Mr. Scavuzzo also serves on various board committees regarding governance, compensation, risk, and asset/liability management. He is also a member of the Investment Committee for Castle Creek Launchpad Fund I, a venture capital fund focused on the intersection of Fintech and Community Banking. Prior to joining Castle Creek, Mr. Scavuzzo worked in an operating role for the Chief Executive Officer at MB Financial Bank in Chicago where he was responsible for evaluation of merger and acquisition opportunities and capital investment strategy. He also held positions in various departments including corporate treasury, asset/liability management, wealth management, and credit analysis. Mr. Scavuzzo is currently a member of the Board of Trustees for the Dallas Police and Fire Pension System and a member of the CFA Society of Dallas/Fort Worth. He is also a member of The Dallas Petroleum Club. Mr. Scavuzzo was formerly Treasurer and a member of the board of directors for the CFA Society of San Diego and past Chairman of the Finance Committee for the CFA Society of Chicago. He received his Master of Business Administration from the University of Chicago Booth School of Business and graduated with a Bachelor of Business Administration in Finance from the University of Iowa. He is also a CFA Charterholder. Mr. Scavuzzo’s extensive bank operating experience, including experience in wealth management, asset liability and investment, and mergers and acquisitions, as well as his significant board committee experience in risk, compensation, and asset liability and investment, qualify him to serve on our board of directors. William W. Stokes, 61, has served as a director of the Company since 2012. Mr. Stokes has been the Chief Financial Officer of Bio-Cat, Inc., a high-quality enzyme manufacturer based in the Charlottesville, Virginia area, since 2009. He previously spent over 20 years in commercial banking, including as a Senior Vice President and Area Executive for the Charlottesville market for StellarOne Bank (now Atlantic Union Bank) and its predecessor, Second Bank and Trust. Mr. Stokes is a graduate of North Carolina State University with a Bachelor of Arts in Accounting. Mr. Stokes brings to the Board his background in banking along with accounting experience and knowledge of the manufacturing industry.

  7. Retiring Directors

    Retiring Directors Elizabeth H. Crowther and Carolyn J. Woodruff, directors of the Company and the Bank, are retiring from the Boards of Directors of the Company and the Bank effective as of the date of the Annual Meeting.

  8. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS M. Dean Brown, 60, has been Chief Operations and Technology Officer of the Bank since August 2023. Mr. Brown has over 35 years of technology and operational leadership experience. Prior to joining the Bank, he was the Executive Vice President of Enterprise Operations and Chief Information Officer at Atlantic Union Bank from 2015 to 2022, Executive Vice President and Chief Operations and Information Officer of Intersections, Inc. from 2011 to 2015, and held Chief Information Officer roles at Advance America, Upromise, and Capital One - Health Care Finance/AmerfiFee. Mr. Brown holds a Bachelor of Science degree in Business Information Systems from Virginia Commonwealth University and a Masters Degree in Project Management from George Washington University. Judy C. Gavant, 65, was appointed President of the Bank in April 2022 and has been Executive Vice President and Chief Financial Officer of the Company since February 2021. She was Executive Vice President and Chief Financial Officer of the Bank from February 2021 to April 2022 and has been President and Chief Financial Officer of the Bank since April 2022. She is also Executive Vice President, Chief Financial Officer and Treasurer of BRB Financial Group, Inc. Ms. Gavant has over 40 years of experience in accounting, taxation, finance, and mergers and acquisitions. From March 2018 until the Company’s merger with Bay Banks, she served as Executive Vice President and Chief Financial Officer of Bay Banks and its bank subsidiary, Virginia Commonwealth Bank. Prior to joining Bay Banks, Ms. Gavant was Senior Vice President, Controller and Chief Accounting Officer of Xenith Bankshares, Inc. (“Xenith”) and its subsidiary bank from July 2016 until it was acquired by Atlantic Union Bankshares Corporation in January 2018. She was Senior Vice President, Controller and Principal Accounting Officer of Xenith from August 2010 until July 2016. Prior to joining Xenith in 2010, Ms. Gavant held a variety of positions with Owens & Minor, Inc., Tredegar Corporation and Dominion Energy, Inc., all publicly-traded companies. Ms. Gavant served in the audit and tax practices of PricewaterhouseCoopers LLP over a nine-year period. Ms. Gavant is a Certified Public Accountant licensed in the Commonwealth of Virginia and State of Texas. Loreen Lagatta, 56, has been Executive Vice President and Chief Human Resources Officer of the Company and the Bank since July 2023. Prior to joining the Company, she was a Principal with Pearl Meyer & Partners, LLC from October 2021 to July 2023, Executive Vice President and Chief Human Resources Officer for Atlantic Union Bank from October 2011 to October 2021, and Director of Human Resources of Capital One Financial Corporation from June 2008 to October 2011. Prior to joining Capital One Financial Corporation, Ms. Lagatta held a variety of positions in human resources with Wells Fargo Securities (formerly, Wachovia Corporation) and Citigroup, Inc. over a 20-year period. Brett E. Raynor, 41, has been Chief Accounting Officer of the Company and the Bank since April 2022. Previously, Mr. Raynor served as Senior Vice President and Director of Financial Reporting of the Bank since February 2021. He served as Senior Vice President and Controller of Virginia Commonwealth Bank, Bay Bank’s subsidiary bank, from March 2018 until the Company’s acquisition of Bay Banks in January 2021. Mr. Raynor has approximately 20 years of experience in accounting, financial reporting, auditing, and mergers and acquisitions, and over 10 years of experience with publicly-traded bank holding companies. Prior to joining Virginia Commonwealth Bank, Mr. Raynor was with Xenith and its subsidiary bank from March 2012 until it was acquired by Atlantic Union Bankshares Corporation in January 2018. Mr. Raynor held roles of progressively higher levels of responsibility in accounting and financial reporting during his tenure with Xenith. Mr. Raynor began his career with KPMG US LLP in the audit and advisory practice. He is a Certified Public Accountant licensed in the Commonwealth of Virginia. Stanley A. Roberts, 48, has been Executive Vice President and General Counsel of the Company and the Bank since August 2024. Prior to joining the Company and Bank, Mr. Roberts was a commercial litigator with a particular focus on the legal needs of financial institutions at the law firm of McGuireWoods LLP in Richmond, Virginia. Prior to joining McGuireWoods in 2012, he was a commercial litigator with Sullivan & Cromwell LLP in New York, New York from 2007 to 2012. After law school, before entering private practice, Mr. Roberts was a law clerk on the United States Court of Appeals for the Second Circuit from 2005 to 2007. None of his prior employers are parents, subsidiaries, or otherwise affiliates of the Company or Bank. Grace M. Vallacchi, 61, has been Executive Vice President and Chief Risk Officer of the Company and the Bank since March 2024. Prior to joining the Company and Bank, she was Executive Vice President and Chief Risk Officer of OceanFirst Bank, N.A. and OceanFirst Financial Corp. from September 2017 to September 2023. Her career includes 15 years with the Office of the Comptroller of the Currency, including most recently as Associate Deputy Comptroller in the Northeastern District from 2016 to 2017, and prior to that as Assistant Deputy Comptroller from 2012 to 2016. Earlier in her career, Ms. Vallacchi spent 10 years in commercial banking as a corporate relationship manager at First Fidelity Bank and commercial underwriter at First Union Bank.

  9. CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

    CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

  10. General

    General The business and affairs of the Company are managed under the direction of the Board in accordance with the Virginia Stock Corporation Act and the Company’s Articles of Incorporation and Bylaws. Members of the Board are kept informed of the Company’s business through discussions with the Chairman of the Board, the President and Chief Executive Officer, and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Each director of the Company also serves as a director of the Bank. Our directors are actively involved in the Company’s strategic planning process.

  11. Board Leadership

    Board Leadership The Board considers its structure and leadership annually. To date, we have chosen not to combine the positions of President and Chief Executive Officer and Chairman. The Chair of the Board is a non-management director, and the Chair and Vice Chair are elected annually. Vance H. Spilman currently serves as Chairman of the Board and William W. Stokes currently serves as Vice Chairman of the Board. We believe that our leadership structure is appropriate as it contributes to Board independence and balanced oversight of the board functions, while allowing the Chief Executive Officer to focus on the day-to-day leadership and operations of the Bank.

  12. Board Independence

    Board Independence The Board in its business judgment has determined that 12 of its 13 current members are “independent” as that term is defined by New York Stock Exchange (“NYSE”) rules. Mr. Beale is not an independent director due to his position as President and Chief Executive Officer of the Company.

  13. Board Members Serving on Other Publicly Traded Company Boards of Directors

    Board Members Serving on Other Publicly Traded Company Boards of Directors Mr. Scavuzzo has been a director of Texas Community Bankshares, Inc. (TCBS) since 2022, Third Coast Bancshares, Inc. (TCBX) since 2022, and Pathfinder Bancorp, Inc. (PBHC) since 2023, and Mr. McMullan has been a director of Bancorp 34, Inc. (BCTF) since 2024.

  14. Compensation Benchmarking and Decisions

    Compensation Benchmarking and Decisions The Company’s executive compensation programs are administered by or under the direction of the Compensation Committee. The Compensation Committee approves compensation policies, strategies and pay levels necessary to support organizational objectives and makes recommendations to the Board for approval as appropriate. In determining the compensation of its executive officers, the Compensation Committee evaluates total overall compensation, as well as the mix of salary, cash incentives and bonuses, equity compensation, retirement benefits and other benefits, using a number of factors including the following:

  15. Compensation Benchmarking and Decisions

    | • | the Company’s financial, operating, and competitive performance measured by attainment of strategic objectives and operating results on a standalone basis and compared to peer companies; |

  16. Compensation Benchmarking and Decisions

    | • | the duties, responsibilities, and performance of each executive officer of the Company, including the achievement of identified goals for the year as they pertain to the areas of the Company’s operations for which the executive is personally responsible and accountable; |

  17. Compensation Benchmarking and Decisions

    | • | historical cash and other compensation levels; and |

  18. Compensation Benchmarking and Decisions

    | • | comparative industry market data to assess compensation competitiveness. |

  19. Compensation Benchmarking and Decisions

    The role of the Company’s Chief Executive Officer in determining executive compensation is limited to input in the performance evaluation of the other named executive officers of the Company. The Company’s Chief Executive Officer has no input in the determination of his own compensation, which is determined by the independent members of the Board after receiving a recommendation by the Compensation Committee. Likewise, the other named executive officers have no role in the determination of their own compensation.

  20. Role of Compensation Consultant

    Role of Compensation Consultant During 2023 and continuing into 2024, the Compensation Committee retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent third-party executive compensation consultant. Pearl Meyer attended a majority of the Compensation Committee meetings in 2024 to provide the Compensation Committee and the Board advice on compensation trends and issues. In 2023 and 2024, Pearl Meyer also provided an annual compensation study comparing the Company’s compensation practices and amounts to a peer group of similarly sized banks. The compensation study included executive compensation. The Compensation Committee incorporates the advice of Pearl Meyer in its decision-making processes and recommendations to the Board. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management or the Board. The Compensation Committee has analyzed whether the work of Pearl Meyer as the compensation consultant raised any conflict of interest, considering relevant factors in accordance with SEC guidelines. Based on its analysis, the Compensation Committee determined that the work of Pearl Meyer and the individual compensation advisors has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), the SEC and the NYSE American listing standards.

  21. Short-Term Incentive Compensation

    Short-Term Incentive Compensation The Company maintains an annual cash incentive program for its executive officers. For the most recently completed fiscal year, the Compensation Committee exercised its discretion in determining short-term incentive awards, recognizing each named executive officer’s leadership in navigating a period of transformation. During 2024, the Company took significant steps to strengthen its financial position and align its strategy with long-term objectives. The named executive officers played a critical role in repositioning the balance sheet, enhancing capital levels, and driving key initiatives to stabilize operations. The Compensation Committee assessed how each named executive officer contributed to these efforts, focusing on leadership in addressing challenges, maintaining stability, and advancing strategic priorities in determining awards for 2024 performance. These awards are reported under the “Bonus” column of the Summary Compensation Table.

  22. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company has a long-term equity incentive program designed to provide incentives for the Company’s executive officers to execute on longer-term financial goals that drive the creation of shareholder value and support the Company’s leadership retention objectives. The Company’s long-term incentive program and current equity incentive plan are each administered by the Compensation Committee, which has the power to identify which participants will be granted awards, and determines the terms and conditions applicable to the awards. In general, named executive officers participating in the program will have a target award opportunity based on competitive market practice and denominated as a percentage of base salary. In recent years, the Compensation Committee has granted long-term equity awards to the Company’s executive officers using a mix of 50% performance-based restricted stock awards and 50% time-based restricted stock awards. However, for 2024, the Compensation Committee granted 100% time-based restricted stock awards due to the challenges of setting meaningful long-term performance goals during a period of business uncertainty. This approach provided stability to the organization by ensuring continued executive engagement while the Company navigated evolving market conditions. The 2024 awards vest evenly on the first, second and third anniversaries of the grant date, provided that the executive officer remains employed with the Company through the applicable vesting date. For 2025, with greater clarity into the Company’s long-term financial objectives and improved ability to set meaningful performance goals, the Compensation Committee has determined to grant long-term equity awards using 100% performance-based awards. Beginning with the 2025 grants, all equity awards will be in the form of performance-based restricted stock, with vesting tied to Core Return on Average Assets (Core ROAA) over three one-year performance measurement periods.

  23. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the compensation paid to or earned by the named executive officers of the Company for the years presented.

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | G. William Beale (5) | 2024 | $697,500 | $279,000 | $418,500 | $— | $23,683 | $1,418,683 | | President and Chief Executive Officer | 2023 | $354,498 | $195,866 | $410,242 | $— | $20,673 | $981,279 | | Judy C. Gavant | 2024 | $385,560 | $115,000 | $154,225 | $— | $30,856 | $685,641 | | Executive Vice President and Chief Financial Officer | 2023 | $378,000 | $— | $165,371 | $75,000 | $21,080 | $639,451 | | M. Dean Brown (6) | 2024 | $365,726 | $115,000 | $128,004 | $— | $44,257 | $652,987 | | Chief Operations and Technology Officer | | | | | | | |

  25. Summary Compensation Table

    | (1) Consists of a discretionary performance cash bonus. |

  26. Summary Compensation Table

    | (2) The amounts represent the grant date fair value of the awards calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation. For 2023, awards consist of time-based restricted stock that vests evenly over a period of three years and performance-based restricted stock that vests at the end of a three-year performance period and is contingent on the Company’s actual return on average assets performance at the end of the performance period. For 2024, awards consist of time-based restricted stock that vests evenly over a period of three years and performance-based restricted stock that vests evenly over a period of three years and contingent on the Company’s core return on average assets performance at the end of the performance period. Assumptions used in the calculation of these amounts are included in Note 9 of the Company’s audited financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2024. |

  27. Summary Compensation Table

    | (3) The amount represents a cash payment under the Company’s 2023 annual cash incentive program that provided for awards based on the performance of the Company in certain key areas. |

  28. Summary Compensation Table

    | (4) The amounts represent the Company’s contributions to the 401(k) plan, and employee health and wellness plans. |

  29. Summary Compensation Table

    | (5) Mr. Beale became an executive officer of the Company in July 2023. |

  30. Summary Compensation Table

    | (6) Mr. Brown became an executive officer of the Company in July 2023 and has been designated a named executive officer for 2024. |

  31. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides certain information on the value of unexercised stock options and unvested restricted stock previously awarded to the Company’s named executive officers and outstanding as of December 31, 2024.

  32. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  33. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (1) | Option Exercise Price | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) | | G. William Beale | March 1, 2024 | | | | | 170,122(3) | $547,793 | — | — | | | July 1, 2023 | | | | | 18,542(4) | $59,705 | 27,813(5) | $89,558 | | Judy C. Gavant | March 1, 2024 | | | | | 62,693(3) | $201,872 | — | — | | | July 1, 2023 | | | | | 4,984(3) | $16,049 | 11,211(5) | $36,099 | | | July 20, 2022 | | | | | 1,373(3) | $4,421 | 4,119(5) | $13,263 | | | | 3,750 3,750 | $ $ | 13.15 10.80 | 6/7/2028 6/12/2029 | | | | | | M. Dean Brown | March 1, 2024 | | | | | 52,034(3) | $167,550 | | | | | August 31, 2023 | | | | | 6,667(3) | $21,468 | | |

  34. Outstanding Equity Awards at Fiscal Year-End

    | (1) All stock options are exercisable and were assumed in connection with the Company’s acquisition of Bay Banks on January 31, 2021. |

  35. Outstanding Equity Awards at Fiscal Year-End

    | (2) The market value of unearned shares that have not vested is based on the closing sales price of the Company’s common stock on December 31, 2024 ($3.22 per share). |

  36. Outstanding Equity Awards at Fiscal Year-End

    | (3) The time-based restricted stock awards vest evenly on the first, second and third anniversaries of the grant date, provided that the executive has remained continuously employed with the Company through the applicable vesting date. |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (4) The time-based restricted stock award vests at the end of the third anniversary of the grant date, provided that the executive has remained continuously employed with the Company through the applicable vesting date. |

  38. Outstanding Equity Awards at Fiscal Year-End

    | (5) The performance-based restricted stock awards vest at the end of a three-year performance period and are contingent on the Company’s actual return on average assets performance at the end of the performance period and the executives remaining continuously employed with the Company through the end of the performance period. |

  39. Pay Versus Performance

    Pay Versus Performance . In accordance with rules adopted by the SEC pursuant to Dodd-Frank, the Company is providing the following disclosure regarding total compensation and “compensation actually paid” (“CAP”) to the Company’s chief executive officer (the “CEO”) and other named executive officers (“NEOs”) for the fiscal years ended December 31, 2023 and 2024, and the cumulative shareholder return on the Company’s common stock (“TSR”) and net income over the same period. Please review the entire Executive Compensation section for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  40. Table of Contents

    | Year | Summary Compensation Table Total for G. William Beale (1) $ | Summary Compensation Table Total for Brian K. Plum (2) $ | Compensation Actually Paid to G. William Beale (1) $ | Compensation Actually Paid to Brian K. Plum (2) $ | Average Summary Compensation Table Total for Non-CEO NEOs $ | Average Compensation Actually Paid to Non-CEO NEOs $ | Value of Initial Fixed $100 Investment Based on Shareholder Return (5) $ | Net Income (in millions) $ | | 2024 | 1,418,683 | N/A | 1,551,499 | N/A | 669,314(4) | 713,263(4) | 26.36 | -15.4 | | 2023 | 981,279 | 374,639 | 627,219 | 233,200 | 555,882(3) | 435,183(3) | 24.81 | -51.8 |

  41. Director Compensation

    Director Compensation The following table shows the compensation earned by each of the non-employee directors of the Company’s Board during 2024.

  42. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Hunter H. Bost | $55,216 | $22,488 | $77,704 | | Heather M. Cozart | 58,985 | — | 58,985 | | Elizabeth H. Crowther | 55,945 | — | 55,945 | | Mensel D. Dean, Jr.. (3) | 35,292 | — | 35,292 | | Larry Dees(3) | 39,171 | — | 39,171 | | Richard A. Farmar, III(3) | 25,375 | — | 25,375 | | Andrew C. Holzwarth(3) | 23,517 | — | 23,517 | | Robert S. Janney(3) | 42,390 | — | 42,390 | | Otis S. Jones | 56,700 | — | 56,700 | | Ciaran McMullan (4) | 43,833 | — | 43,833 | | Trevor Montano(4) | 47,183 | — | 47,183 | | Julien G. Patterson | 37,116 | 21,904 | 59,020 | | Randolph N. Reynolds, Jr. | 57,959 | — | 57,959 | | Anthony R. Scavuzzo(5) | 44,767 | — | 44,767 | | Vance H. Spilman | 49,876 | 29,167 | 79,043 | | William W. Stokes | 41,485 | 20,300 | 61,785 | | Carolyn J. Woodruff | 41,964 | 22,167 | 64,131 |

  43. Director Compensation

    | (1) The amounts represent the grant date fair value of the awards calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation. Assumptions used in the calculation of these amounts are included in Note 9 of the Company’s audited financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2024. |

  44. Director Compensation

    | (2) Restricted stock awarded in 2024, as follows: Mr. Bost, 8,216 shares; Mr. Patterson, 6,170 shares; Mr. Spilman, 8,216 shares; Mr. Stokes, 5,718 shares; and Ms. Woodruff, 6,244 shares. The restricted stock awarded in 2024 remained unvested as of December 31, 2024, and fully vests on April 30, 2025 as long as the director attended at least 75% of the aggregate number of meetings of the Board and meetings of committees of which the director was a member during the 12-month period ending April 30, 2025. There are no other unvested restricted stock awards held by the non-employee directors as of such date. |

  45. Director Compensation

    | (3) Messrs. Dean, Dees, Farmar, Holzwarth, and Janney retired from the Board on October 10, 2024. |

  46. Director Compensation

    | (4) Messrs. McMullan and Montano joined the Board in May 2024. |

  47. Director Compensation

    | (5) Mr. Scavuzzo joined the Board in June 2024. The fees Mr. Scavuzzo incurred for his service on the Board are paid to Castle Creek Advisors VIII LLC. |

  48. Director Compensation

    In 2024, non-employee directors of the Company received a $64,000 annual retainer, payable monthly, with the exception of Committee Chairmen, who received a $71,500 annual retainer, the Chairman of the Audit Committee, who received a $74,000 annual retainer, and the Chairman of the Board, who received a $100,000 annual retainer. Committee members received additional annual retainers as follows: Audit Committee, $5,600; Enterprise Risk Management Committee, $5,600; Compensation Committee, $3,600; Governance Committee, $2,500; and Compliance Committee, $2,000. Directors who are also on the BRB Financial Group, Inc. board of directors receive an additional annual retainer of $2,000. Directors have the option to elect to receive a portion of the retainer payment in the Company’s common stock and five directors took such election. The market value of the stock issued to the directors was based on the closing price of the Company’s common stock on the date the stock was issued. Mr. Beale, as an executive officer of the Company, was not separately compensated for their service on the boards of the Company and the Bank. Compensation Committee Interlocks and Insider Participation. None of the members of the Company’s compensation committee will be or will have been an officer or employee of the Company or any of its subsidiaries. In addition, none of the Company’s executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of the Company’s directors or on its Compensation Committee.