Blue Ridge Bankshares, Inc 10-K/A, filed Apr 29, 2020

Blue Ridge Bankshares, Inc 10-K/A, filed Apr 29, 2020

About this 10-K/A

About this 10-K/A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Blue Ridge Bankshares, Inc. (BRBS)

10-K/A 2020-04-29 For: 2019-12-31

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Added on April 07, 2026

Blue Ridge Bankshares, Inc filed this 10-K/A on April 29, 2020, covering the fiscal year ended December 31, 2019.

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Virginia		54-1470908
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

1807 Seminole Trail, Charlottesville, Virginia		22901
Address of Principal Executive Offices		Zip Code


Item 10:	Directors, Executive Officers and Corporate Governance	4

Item 11:	Executive Compensation	8

Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14

Item 13:	Certain Relationships and Related Transactions, and Director Independence	15

Item 14:	Principal Accounting Fees and Services	16

	PART IV

Item 15:	Exhibits, Financial Statement Schedules	17


Name and Principal Position	Year		Salary		Bonus (1)		Stock Awards (2)		Non-Equity Incentive Plan Compensation (3)		All Other Compensation (4)		Total
Brian K. Plum		2019	$	300,000	$	41,000	$	—	$	9,000	$	23,403	$	373,403
President and CEO		2018	$	300,000	$	—	$	216,000	$	22,011	$	35,571	$	573,582

Gary R. Shook (5)		2019	$	260,000	$	—	$	—	$	3,900	$	24,045	$	287,945
Chief Operating Officer		2018	$	184,167	$	25,000	$	108,000	$	35,190	$	6,900	$	359,257

Amanda G. Story		2019	$	125,200	$	13,427	$	10,750	$	6,573	$	14,126	$	170,079
Chief Financial Officer		2018	$	122,700	$	—	$	18,000	$	6,773	$	19,099	$	166,572


	Stock Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested (1)
Brian K. Plum		July 1, 2018		10,800	(2)	$	226,260
		July 1, 2017		7,200	(2)	$	150,840

Gary R. Shook		July 1, 2018		5,400	(2)	$	113,130

Amanda G. Story		July 1, 2019		500	(2)	$	10,475
		July 1, 2018		900	(2)	$	18,855
		July 1, 2017		1,200	(2)	$	25,140

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


Name	Fees Earned or Paid in Cash ($)		Total ($)
Hunter H. Bost		17,050		17,050
Robert B. Burger, Jr.		17,900		17,900
Elise Peters Carey⁽¹⁾		13,150		13,150
Mensel D. Dean, Jr.		18,250		18,250
Larry Dees		23,700		23,700
Kenneth E. Flynt		17,400		17,400
James E. Gander, II		17,400		17,400
John H.H. Graves		17,400		17,400
Andrew C. Holzwarth⁽²⁾		1,200		1,200
Robert S. Janney		19,950		19,950
Richard L. Masincup⁽³⁾		6,700		6,700
Mark W. Sisk⁽²⁾		1,200		1,200
William W. Stokes		16,700		16,700
A. Pierce Stone⁽²⁾		1,200		1,200
Malcolm R. Sullivan, Jr.		18,000		18,000
Donald R. Vaughan⁽¹⁾		13,000		13,000
Carolyn J. Woodruff⁽¹⁾		14,000		14,000


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class
Directors and Named Executive Officers:
Hunter H. Bost		32,271	⁽²⁾			*
Robert B. Burger		12,029				*
Elise Peters Carey		65,116	⁽²⁾		1.15	%
Mensel D. Dean, Jr.		40,600	⁽²⁾			*
Larry Dees		155,971	⁽²⁾		2.76	%
Kenneth E. Flynt		21,133	⁽²⁾			*
James E. Gander II		17,225	⁽²⁾			*
John H.H. Graves		2,421				*
Andrew C. Holzwarth		79,690	⁽²⁾		1.41	%
Robert S. Janney		69,695	⁽²⁾		1.23	%
Brian K. Plum		40,401	⁽³⁾⁽⁴⁾			*
Gary R. Shook		50,017	⁽⁴⁾			*
Mark W. Sisk		76,226	⁽²⁾		1.35	%
William W. Stokes		6,943				*
A. Pierce Stone		274,660	⁽²⁾		4.85	%
Amanda G. Story		7,462	⁽³⁾⁽⁴⁾			*
Malcolm R. Sullivan Jr.		12,505	⁽²⁾			*
Donald R. Vaughan		7,051				*
Carolyn J. Woodruff		32,858				*
All of the Company’s directors and executive officers as a group (20 individuals)		1,004,274	⁽²⁾⁽³⁾		17.74	%

5% Shareholders who are not Directors or Named Executive Officers:
Richard T. Spurzem⁽⁵⁾		738,339	⁽⁶⁾		13.04	%


	Number of Shares To be Issued Upon Exercise Of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plan
Equity compensation plans approved by shareholders		—	$	—		—
Equity compensation plans not approved by shareholders		—		—		329,250

Total		—	$	—		329,250


	Fiscal 2019		Fiscal 2018
Audit Fees	$	153,331	$	77,508
Audit-related Fees		10,000		—
Tax Fees		12,500		21,015

Total Fees	$	175,831	$	98,523


Exhibit Number		Description

2.1		Agreement and Plan of Reorganization, dated as of May 13, 2019, between Blue Ridge Bankshares, Inc. and Virginia Community Bankshares, Inc. (incorporated by reference to Exhibit 2.1 of Blue Ridge Bankshares, Inc.’s Registration Statement on Form S-4 filed on August 8, 2019).

3.1		Articles of Incorporation of Blue Ridge Bankshares, Inc., as amended through August 16, 2011 (incorporated by reference to Exhibit 2.1 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).

3.2		Articles of Amendment of Blue Ridge Bankshares, Inc., dated June 27, 2018 (incorporated by reference to Exhibit 3.2 of Blue Ridge Bankshares, Inc.’s Registration Statement on Form S-4 filed on August 8, 2019).

3.3		Bylaws of Blue Ridge Bankshares, Inc., as amended (incorporated by reference to Exhibit 3.2 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 17, 2020).

4.1		Specimen Common Stock Certificate of Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 3.1 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).

4.2		Form of 6.75% Fixed to Floating Rate Subordinated Note due 2025 (incorporated by reference to Exhibit 3.2 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).

4.3		Description of Blue Ridge Bankshares, Inc.’s Securities (incorporated by reference to Exhibit 4.3 of Blue Ridge Bankshares, Inc.’s Annual Report on Form 10-K filed April 14, 2020).

10.1		Employment Agreement, dated November 1, 2011, between Blue Ridge Bank and Brian K. Plum (incorporated by reference to Exhibit 6.3 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).

10.2		Change in Control Agreement, dated January 1, 2011, between Blue Ridge Bank and Brian K. Plum (incorporated by reference to Exhibit 6.4 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).

10.3		Employment Agreement, dated as of May 13, 2019 and effective December 15, 2019, by and between Blue Ridge Bankshares, Inc. and A. Preston Moore, Jr. (incorporated by reference to Exhibit 10.9 of Blue Ridge Bankshares, Inc.’s Registration Statement on Form S-4 filed on August 8, 2019).

10.4		Employment Agreement, dated as of May 13, 2019 and effective December 15, 2019, by and between Blue Ridge Bankshares, Inc. and Thomas M. Crowder (incorporated by reference to Exhibit 10.10 of Blue Ridge Bankshares, Inc.’s Registration Statement on Form S-4 filed on August 8, 2019).

10.5		Blue Ridge Bankshares, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Pre-Effective Amendment No. 1 to Blue Ridge Bankshares, Inc.’s Registration Statement on Form S-4 filed on October 4, 2019).

10.6		Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of Pre-Effective Amendment No. 1 to Blue Ridge Bankshares, Inc.’s Registration Statement on Form S-4 filed on October 4, 2019).

10.7		Description of Annual Cash Incentive Program (incorporated by reference to Exhibit 10.6 of Pre-Effective Amendment No. 1 to Blue Ridge Bankshares, Inc.’s Registration Statement on Form S-4 filed on October 4, 2019).

10.8		Form of Stock Purchase Agreement, by and among Blue Ridge Bankshares, Inc. and certain individual investors, dated December 31, 2014 and March 17, 2015 (incorporated by reference to Exhibit 6.9 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).

10.9		Form of Registration Rights Agreement, by and among Blue Ridge Bankshares, Inc. and certain individual investors, dated December 31, 2014 and March 17, 2015 (incorporated by reference to Exhibit 6.10 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).


Exhibit Number		Description

10.10		Form of Subordinated Note Purchase Agreement, by and among Blue Ridge Bankshares, Inc. and certain individual investors, dated November 20, 2015 (incorporated by reference to Exhibit 6.11 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).

14.1		Code of Ethics and Conflict of Interest Policy (incorporated by reference to Exhibit 14.1 of Blue Ridge Bankshares, Inc.’s Annual Report on Form 10-K filed April 14, 2020).

21.1		Subsidiaries of Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 21.1 of Blue Ridge Bankshares, Inc.’s Annual Report on Form 10-K filed April 14, 2020).

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 of Blue Ridge Bankshares, Inc.’s Annual Report on Form 10-K filed April 14, 2020).

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 of Blue Ridge Bankshares, Inc.’s Annual Report on Form 10-K filed April 14, 2020).

31.3		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 of Blue Ridge Bankshares, Inc.’s Annual Report on Form 10-K filed April 14, 2020).

101		The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2019 and 2018, (ii) Consolidated Statements of Income for the years ended December 31, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019 and 2018; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2019 and 2018, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018, and (vi) Notes to Consolidated Financial Statements (incorporated by reference to Exhibit 101 of Blue Ridge Bankshares, Inc.’s Annual Report on Form 10-K filed April 14, 2020).


/s/ Amanda G. Story				Date: April 29, 2020
Amanda G. Story
Chief Financial Officer