Blue Ridge Bankshares (BRBS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, with voting on five key proposals, 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

• Proposal 1: Elect three directors for three-year terms.

• Proposal 2: Amend articles to declassify the board, transitioning to annual director elections by 2028.

• Proposal 3: Advisory vote to approve named executive officer compensation.

• Proposal 4: Advisory vote on frequency of executive compensation votes; board recommends every three years.

• Proposal 5: Ratify 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.

• Board leadership is separated; Chair is a non-management director.

• 12 of 13 current directors are independent per NYSE rules.

• Board and committees met frequently in 2024; all directors attended over 75% of meetings.

• Governance Committee considers diversity, skills, and independence in nominations.

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