Blue Ridge Bankshares (BRBS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, with five key proposals for shareholder vote, including director elections, board declassification, executive compensation, say-on-pay frequency, and auditor ratification.

• Shareholders of record as of March 20, 2025, are eligible to vote; multiple voting methods are available.

• Board recommends voting FOR all director nominees, board declassification, executive compensation, a three-year say-on-pay frequency, and auditor ratification.

Voting matters and shareholder proposals

• Election of three directors for three-year terms; nominees are G. William Beale, Ciaran McMullan, and Vance H. Spilman.

• Proposal to amend articles of incorporation to declassify the board, transitioning to annual director elections by 2028.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with board recommending every three years.

• Ratification of Elliott Davis, PLLC as independent auditor for 2025.

Board of directors and corporate governance

• Board size reduced from 13 to 11 effective at the Annual Meeting; two directors retiring.

• Board leadership remains separate from CEO; 12 of 13 directors are independent.

• Board committees include Audit, Compensation, and Governance, all with independent members.

• Board skills matrix highlights expertise in finance, governance, IT, M&A, risk, and diversity.