Blue Ridge Bankshares (BRBS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 10, 2024, to be held virtually, with shareholders able to vote and submit questions online.

• Key proposals include election of directors, approval of an amended stock incentive plan, and ratification of the external auditor.

• Board recommends voting in favor of all proposals.

• Only shareholders of record as of August 16, 2024, are eligible to vote.

Voting matters and shareholder proposals

• Shareholders will vote to elect four directors for three-year terms, one for two years, and two for one year.

• Proposal to approve the Amended and Restated 2023 Stock Incentive Plan, increasing reserved shares from 850,000 to 4,850,000.

• Proposal to ratify Elliott Davis, PLLC as independent registered public accounting firm for 2024.

• Board recommends voting FOR all nominees and proposals.

Board of directors and corporate governance

• Board currently has 18 members, divided into three classes with staggered terms.

• Recent private placements allow certain investors to designate board members.

• 17 of 18 current directors and three of four new nominees are independent per NYSE rules.

• Board leadership is separated between an independent Chair and the CEO.

• Board and committee meeting attendance exceeded 75% for all directors in 2023.

• Board skills matrix highlights diversity in experience, gender, and ethnicity.