SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.        )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

BLUE RIDGE BANKSHARES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 29, 202228, 2023

Dear Fellow Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Blue Ridge Bankshares, Inc. (the “Company”) on June 15, 2022,14, 2023, at 10:00 a.m. Eastern Time. The Company’s Board of Directors has determined that the Annual Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting www.meetnow.global/MHHTS4P.MN4HRWZ.

At the meeting, you will be asked to consider and vote on the following proposals:

You will find information regarding these matters in the Proxy Statement.

You may vote your shares through the Internet, by telephone, by regular mail (if you receiverequest a proxy card)paper copy), or virtually at the Annual Meeting. On or about May 4, 2022,2, 2023, we will mail our shareholders a Notice containing instructions on how to obtain the Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 20212022 on the Internet and how to vote their shares. You may read, print, or download the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 20212022 at www.investorvote.com/BRBS. You may request paper copies of these materials as well by following the instructions on the Notice. If you request a paper copy and receive a proxy card, it also contains instructions regarding how to vote through the Internet, by telephone, by regular mail, (if you receive a proxy card), or virtually at the Annual Meeting.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, pleasePlease take time to vote now so that your shares are represented at the meeting.meeting, whether or not you plan to participate in the Annual Meeting. We appreciate your continued support.

Sincerely,

Brian K. Plum

President and Chief Executive Officer

BLUE RIDGE BANKSHARES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

The Annual Meeting of Shareholders of Blue Ridge Bankshares, Inc. (the “Company”) will be held on June 15, 2022,14, 2023, at 10:00 a.m. Eastern Time. The Annual Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting www.meetnow.global/MHHTS4P.MN4HRWZ.

At the meeting, you will be asked to consider and vote on the following proposals:

Only shareholders of record at the close of business on April 18, 20222023 will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

April 29, 202228, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: A complete set of proxy materials relating to the Annual Meeting, including the Company’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021,2022, is available on the Internet at www.investorvote.com/BRBS.

On or about May 4, 2022,2, 2023, we will mail our shareholders a Notice containing instructions on how to obtain the Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 20212022 on the Internet and how to vote theiryour shares. If you are a registered shareholder, please follow the instructions on your proxy card (if you receive one) or on such Notice regarding how to obtain the Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 20212022 on the Internet and how to vote your shares.

If your shares of the Company’s common stock are held by a broker or other custodian, then that organization is considered the shareholder of record and the shares are considered held in “street name”. The Company provided its proxy materials to the shareholder of record for distribution to you along with your voting instructions. As the beneficial owner of the shares, you have the right to direct the shareholder of record how to vote your shares. Check the information forwarded to you by the shareholder of record to see which voting methods are available to you. As a beneficial owner, you must register in advance to attend the Annual Meeting virtually on the Internet. Additional instructions are included in the Proxy Statement.

BLUE RIDGE BANKSHARES, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

June 15, 202214, 2023

General

The accompanying proxy is solicited by the Board of Directors (the “Board”) of Blue Ridge Bankshares, Inc. (the “Company”) for the Company’s Annual Meeting of Shareholders to be held on June 15, 202214, 2023 (the “Annual Meeting”), at the time and for the purposes set forth in the accompanying Notice of the Annual Meeting. The Annual Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting www.meetnow.global/MHHTS4P.MN4HRWZ. The date of this Proxy Statement is April 29, 2022,28, 2023, and the approximate mailing date of the Notice containing instructions on how to obtain the Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 20212022 on the Internet is May 4, 2022.2, 2023.

In this Proxy Statement, we refer to Blue Ridge Bankshares, Inc. and its subsidiaries as a combined entity as the “Company” unless the context requires otherwise or unless otherwise noted, and we refer to Blue Ridge Bank, National Association as the “Bank.”

Business Items of the Annual Meeting

At the Annual Meeting, you will be asked to vote on the following proposals:

Shareholders will also be asked to vote on any other matters which may properly come before the Annual Meeting. Management knows of no other business to be brought before the meeting. However, if other matters do properly come before the Annual Meeting, the persons named as proxies possess discretionary authority to vote in accordance with their best judgment with respect to such other matters.

Recommendation of the Board of Directors

The Board recommends that you vote “FOR” the election of the director nominees named in this Proxy Statement, “FOR” approval of the amendment to the Company’s articles of incorporation to declassify the Company’s Board of Directors, “FOR” approval of the amendment to the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock,Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan, and “FOR” ratification of the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for 2022.2023.

Record Date and Voting Rights of Shareholders

Only shareholders of record of the Company’s common stock at the close of business on April 18, 20222023 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. The number of shares of the Company’s common stock outstanding and entitled to vote as of the close of business on April 18, 20222023 was 18,769,815.18,940,674. The Company has no other class of stock outstanding. Each share of common stock entitles the record holder thereof to one vote upon each matter to be voted upon at the Annual Meeting.

Quorum

The presence in person or by proxy of holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business. Abstentions (and, with respect to the election of directors, votes withheld) will be included in determining the number of shares present at the Annual Meeting for the purpose of determining the presence of a quorum. If a shareholder holds shares in “street name” through a broker or other custodian, those shares will not be counted for purposes of determining the presence of a quorum unless the broker or other custodian has voted on at least one of the proposals at the Annual Meeting.

Vote Required

With respect to Proposal 1, the nominees for election who receive the greatest number of affirmative votes cast, whether during the Annual Meeting or by proxy, even if less than a majority, will be elected directors. If you (1) fail to submit a proxy or vote during the Annual Meeting, (2) mark “Withhold” on your proxy for any nominee, or (3) fail to instruct your broker or other custodian how to vote with respect to Proposal 1, it will have no effect on the outcome of that proposal.

With respect to Proposal 2, approval of the amendment toBlue Ridge Bankshares, Inc. 2023 Stock Incentive Plan requires that the Company’s articles of incorporation to declassifyvotes cast for such proposal exceed the Company’s Board of Directors requires the affirmative vote of at least 80% of the outstanding shares of the Company’s common stock.votes cast against such proposal. If you (1) fail to submit a proxy or vote during the Annual Meeting, (2) mark “Abstain” for Proposal 2, or (3) fail to instruct your broker or other custodian how to vote with respect to Proposal 2, it will have no effect on the same effect as a vote “Against” theoutcome of that proposal.

With respect to Proposal 3, approval of the amendment to the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock requires the affirmative vote of more than two-thirds of the outstanding shares of the Company’s common stock. If you (1) fail to submit a proxy or vote during the Annual Meeting or (2) mark “Abstain” for Proposal 3, it will have the same effect as a vote “Against” the proposal.

With respect to Proposal 4, ratification of the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for 20222023 requires that the votes cast for such proposal exceed the votes cast against such proposal. If you (1) fail to submit a proxy or vote during the Annual Meeting or (2) mark “Abstain” for Proposal 4,3, it will have no effect on the outcome of that proposal.

Voting Shares Held in Accounts with Brokerage Firms and Similar Organizations

If your shares are held in an account with a broker or other custodian, then your shares are held in “street name.” The firm that holds your shares, or its nominee, is considered the registered shareholder for purposes of voting at the Annual Meeting, and you are considered the beneficial owner. As a beneficial owner, you have the right to direct the firm how to vote the shares held for you, and you must follow the instructions of that firm in order to vote your shares or to change a previously submitted voting instruction. If the firm does not receive instructions from you on how to vote your shares on a non-routine“non-routine” matter (as described below), that firm does not have the authority to vote on that matter with respect to your shares. Check the information forwarded to you by the firm to see which voting methods are available to you. If your shares are held through a broker or other custodian and you wish to revoke your proxy or change your vote, you should contact that organization.

As a beneficial owner, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your holdings along with your name and email address to the Company’s transfer agent, Computershare, Inc. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 6, 2022.8, 2023. You will receive a confirmation of your registration by email after Computershare, Inc. receives your registration materials. Requests for registration should be directed to Computershare, Inc. at the following:

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Voting on Routine and Non-Routine Matters

If you own shares that are held in street name, and you do not provide the firm that holds the shares with specific voting instructions, then, under applicable rules, the firm that holds the shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the firm that holds such shares does not receive instructions from you on how to vote your shares on a non-routine matter, that firm will inform the inspector of election of the Annual Meeting that it does not have the authority to vote on the matter with respect to the shares. This is generally referred to as a “broker non-vote.”

Proposal 1 (election of directors) and Proposal 2 (amendment to articles(approval of incorporation to declassify the Board)2023 Stock Incentive Plan) in this Proxy Statement are matters that are considered non-routine under applicable rules. A broker or other custodian cannot vote without instructions on a non-routine matter, and therefore broker non-votes may exist in connection with such proposals. Proposal 3 (amendment to articles of incorporation to increase the number of authorized shares of common stock) and Proposal 4 (ratification of independent registered public accounting firm) areis considered a routine matters.matter. A broker or other custodian generally may vote on routine matters, and therefore we expect no broker non-votes in connection with Proposal 3 and Proposal 4.3.

Revocation and Voting of Proxies

Execution or submission of a proxy will not affect a registered shareholder’s right to attend the Annual Meeting via the Internet and vote during the meeting. Any registered shareholder who has executed or submitted a proxy may revoke it by attending the Annual Meeting via the Internet and voting during the meeting. A registered shareholder may also revoke his or her proxy at any time before it is exercised by filing a written notice with the Corporate Secretary of the Company or by submitting a proxy bearing a later date. Proxies will extend to, and will be voted during, any adjourned session of the Annual Meeting.

If your shares are held in street name, please follow the instructions delivered with the notice from your broker or other custodian or contact them for instructions on how to change or revoke your vote.

How Shares will be Voted

Shares represented by proxies will be voted at the Annual Meeting as follows:

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Costs of Solicitation

The cost of solicitation of proxies will be borne by the Company. Solicitation is being made by mail, and if necessary, may be made in person, by telephone, email or other electronic means, or by special letter by directors, officers and regular employees of the Company, acting without extra compensation. In addition, the Company has engaged Regan & Associates, Inc. to assist it in the distribution and solicitation of proxies for a fee of approximately $15,000.

PROPOSAL 1 – ELECTION OF DIRECTORS

The number of directors constituting the Board is currently set at 14. The Board is currently 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 March 2022, the Board unanimously 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, 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 2023 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 term of office for the Class IIIII directors will expire at the Annual Meeting. The current Class IIIII directors are Elizabeth H. Crowther, Robert S. Janney, Brian K. Plum, Vance H. Spilman,Richard A. Farmar, III, Andrew C. Holzwarth, C. Frank Scott, III, and Carolyn J. Woodruff. EachWilliam W. Stokes. In February 2023, Mr. Scott notified the Company that he will retire, effective as of the Annual Meeting, and will not stand for re-election as a Class IIIII director In addition, the Board has nominated two new directors, Otis S. Jones and Heather M. Cozart, to stand for election as Class III directors at the Annual Meeting. Mr. Jones was initially recommended to the Governance Committee by an outside director and Ms. Cozart was initially recommended to the Governance Committee by the Company’s President and Chief Executive Officer. As a result, the number of directors constituting the Board will be increased to 15, effective as of the Annual Meeting, and Messrs. Farmar, Holzwarth, Jones, and Stokes and Ms. Cozart will each stand for election at the Annual Meeting for a three-year term expiring at the 20252026 annual meeting.

All other directors will continue in office following the Annual Meeting and their terms will expire in either 2023 (Class III) or 2024 (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 or 2025 annual meeting of shareholders.(Class II).

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.

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member of the finance committee, and previously served as chair of the finance committee and a member of the executive committee. 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. She is a graduate of the Greater Raleigh Chamber of Commerce’s Leadership Raleigh program. Ms. Cozart was also the recipient of Triangle Business Journal’s 40 Under 40 Leadership Award. Her leadership, accounting, and industry knowledge and board governance expertise are expected to contribute to her ability to serve as a director.

Richard A. Farmar, III, 65, joined the Board following the Company’s acquisition of Bay Banks of Virginia, Inc. (“Bay Banks”) in January 2021. From 2004 through 2019, shePrior to the Company’s merger with Bay Banks, Mr. Farmar was Chairman of the Board of Virginia Commonwealth Bank and Chairman of the Board of Bank of Lancaster, prior to its merger with Virginia Commonwealth Bank. He is President of B. H. Baird Insurance Agency. Mr. Farmar joined B. H. Baird Insurance Agency in 1979 and was named President in 1999. He has received the AAI (Accredited Advisor in Insurance) and CPCU (Chartered Property Casualty Underwriter) designations. Mr. Farmar has served as President of Rappahannock Communitythe Independent Insurance Agents of Virginia, and as a director of the Keystone Insurers Group and Virginia Financial Services Corporation. He is currently Chairman of the Board of VCU Tappahannock Hospital, and has also served his community as president of the following organizations: the Warsaw Jaycees, the Warsaw Rotary Club and the George Washington National Memorial Association. Mr. Farmar is a graduate of Hampden-Sydney College (“RCC”), an institution providing high-quality educational experiences for memberswith a Bachelor of Arts in Government and Foreign Affairs. Mr. Farmar brings to the Board decades-long experience in the insurance industry, as well as extensive knowledge of the Company’s market area in the Northern Neck of Virginia.

Andrew C. Holzwarth, 51, joined the Board in 2019. Since 2009, Mr. Holzwarth has been the Managing Partner of Piedmont Realty Holdings, a full service real estate development company headquartered in Charlottesville, Virginia. He holds a bachelor’s degree from Pennsylvania State University and Middle Peninsula communitiesa Master of Business Administration from the University of Virginia, Darden School of Business. Mr. Holzwarth brings to the Board knowledge of the real estate industry, particularly in Virginia. Dr. Crowtherthe Company’s market areas.

Otis S. Jones, 63, is currently President Emeritathe Sales Director of RCC. Shethe 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 memberTrustee of the Boards of Directors of Bon Secours Mercy Richmond Health System, Lilian Lumber Company,Chesapeake Bay Foundation (“CBF”) and Northern Neck Insurance Company. Dr. Crowther is alsowas named Chair of the Board of Governors for St. Margaret’s SchoolTrustees 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 Investment and Compensation Committees. In July 2020, Mr. Jones was appointed for a two-year term by former Governor Ralph S. Northam to the boardVirginia Council of Episcopal Church Schools in the Diocese of Virginia. She serves on the River Counties Community Foundation BoardEnvironmental Justice, whose mission is to ensure that vulnerable communities are being protected from pollution, climate change, and environmental hazards. Mr. Jones is a founderformer Trustee and Vice President of the Chesterfield Public Education Foundation, Inc., and the Richmond Public Schools Education Foundation. He is past Chair of the Directors for LEAD River Counties, a regional leadership development program. Dr. Crowther is currently Vice ChairmanBoard of Trustees of The Richmond Forum. A native of the Bon Secours Mercy Health Board in Richmond and is also ChairNorthern Neck area of the Virginia Outdoors Foundation,(Weems, Virginia), he holds a Governor’s appointment. She earned both Bachelor of Arts in Journalism and Masters of Arts degrees in EnglishPublic Relations from Virginia Polytechnic Institute andNorfolk State University (“Virginia Tech”) and a Doctor of Higher Education Administration degree from the College of William & Mary. Dr. CrowtherUniversity. Mr. Jones brings to the Board substantial operationalhis significant experience in sales and managerial experience as well astechnology, specifically relating to the financial services industry, along with his deep involvement in community-based organizations.service and ties to the communities within the Company’s market areas.

Robert S. JanneyWilliam W. Stokes, 72,59, has served as a director of the Company since 2000, and serves as the Chairman of its Governance Committee. He2012. Mr. Stokes has been engagedthe Chief Financial Officer of Bio-Cat, Inc., a high-quality enzyme manufacturer based in the general practice of law atCharlottesville, Virginia area, since 2009. He previously spent over 20 years in commercial banking, including as a Senior Vice President and Area Executive for the firm of Janney & Janney, PLC in Luray, Virginia since 1974.Charlottesville market for StellarOne Bank (now Atlantic Union Bank) and its predecessor, Second Bank and Trust. Mr. Janney has served on the counsel of the Virginia State Bar and as Chairman of the General Practices Session of the Virginia State Bar. HeStokes is a graduate of theNorth Carolina State University of Virginia Collegewith a Bachelor of Arts and Sciences with a major in Government with high honors as well as a graduate of the University of Virginia School of Law.Accounting. Mr. JanneyStokes brings to the Board his legal background and experience, which provides insight, among other things, in matters of corporate governance and commercial law.

Brian K. Plum, 42, has served as a director of the Company since 2014 and as President and Chief Executive Officer of the Company since December 2014. Mr. Plum previously served as President of the Bank from December 2014 until April 20, 2022. Mr. Plum also previously held the positionsbanking along with the Company and the Bank of Executive Vice President from 2010 to 2014, Chief Financial Officer from 2007 to 2014 and Chief Administrative Officer in 2014. Before joining the Company in 2007, he served in several positions with the accounting firm PBMares, LLP in Harrisonburg, Virginia. Mr. Plum is a graduate of Eastern Mennonite University with a Bachelor of Science in Accounting and Economics, of James Madison University with Master of Science in Accounting, and of the Darden School of Business at the University of Virginia with a Master of Business Administration. He is a Certified Public Accountant licensed in the Commonwealth of Virginia. Mr. Plum brings to the Board management and accounting experience as well as his institutionaland knowledge of the Company and the Bank gained through his role as President and Chief Executive Officer.

Vance H. Spilman, 60, joined the Board following the Company’s acquisition of 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 13 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 currently serves on the Virginia Museum of Fine Arts Foundation Board and chairs 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. Mr. Spilman brings to the Board meaningful finance and corporate strategy insight, as well as experience in closely held business operations.manufacturing industry.

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Carolyn J. Woodruff, 66, has served as a director of the Company since 2019. She is the President of Woodruff Family Law Group in Greensboro, North Carolina. Ms. Woodruff is a Certified Public Accountant licensed in the state of North Carolina. She is an expert in the area of business valuation and is a frequent writer and lecturer on business valuation and federal taxation. Ms. Woodruff is an instrument-rated multi-engine airplane pilot. She graduated from Duke University School of Law with High Honors where she served as Research and Managing Editor of the Duke Law Review. She has a Bachelor of Science in Business Administration from Purdue, and she achieved a Fintech certification from Harvard University. Ms. Woodruff brings to the Board experience and knowledge in Fintech, business valuation and taxation, which provides a unique perspective, particularly in evaluating strategic acquisitions and related matters.

Incumbent Directors

Terms Expiring in 2024 (Class I)

Hunter H. Bost, 55,56, has served as a director of the Company since 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 Blue Ridge 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.

Mensel D. Dean, Jr., 76,77, has served as a director of the Company since 2013.2013 and Chairman of the Board since 2022. He is a former partner at the accounting firm AM Pullen & Company (1977-1984), McGladrey & Pullen (1984-1999) and PBGH/PBMares, LLP (1999-2015). Mr. Dean has over 50 years of public accounting experience, consulting clients in numerous industries. He was selected a Super CPA by the Virginia Society of Certified Public Accountants (“VSCPA”) and Virginia Business magazine in the inaugural class in 2021. Mr. Dean is an U.S. Army veteran with service during the Vietnam War. In 2005, he was named Commonwealth of Virginia Small Business Veteran of the Year. Mr. Dean is a graduate of Bridgewater College with a Bachelor of Science in Business Administration. He is a Certified Public Accountant licensed in the Commonwealth of Virginia. Mr. Dean is currently a trustee at Bridgewater College where he is a member of the Executive Committee, Finance Committee, Investment Committee, and Chair of the Audit Committee. He is a former Board of Trustee for Rockingham Memorial Hospital (1999-2014) now part of Sentara where he served as Vice Chair of the Board, Chairman of the Audit Committee, a member of the Executive and Investment Committees. Mr. Dean is a former member of the Board and Chairman of Bridgewater Retirement Community and a former Director of Rockingham Heritage Bank/Premier Bank. He is also a member of the American Institute of Certified Public Accountants and the VSCPA. Mr. Dean brings to the Board extensive accounting and consulting experience, and broad knowledge of businesses operating in the Company’s markets.

Larry Dees, 73,74, has served as a director of the Company since 1992 and as Chairman of the Board since 2010.1992. He retired in 2013 as a CPACertified Public Accountant with a sole practitioner tax and small business consulting practice in Luray, Virginia that he operated for 28 years. Mr. Dees was previously at Draffin & Tucker, LLP, a full-service regional accounting firm based in Albany, Georgia where he served as a tax specialist and bank auditor. He served in Vietnam with the U.S. Army’s 82nd Airborne Division where he was awarded the Combat Infantryman’s Badge, Bronze Star, and Army Commendation Medal. Mr. Dees is a member of Christ Episcopal Church, Luray, Virginia, where he was treasurer and vestry member for over 20 years and currently serves as a trustee and treasurer of the Christ Episcopal Church Memorial Endowment Fund. He is a member of the Page Memorial Hospital Development Committee that oversees the raising of funds for capital improvements and employee development. Mr. Dees also coached Little League baseball for the Luray Recreation Department for a number of years. He is a graduate of the University of Georgia with a Bachelor of Business Administration in Accounting and a Master of Accountancy. He is a Certified Public Accountant licensed in the Commonwealth of Virginia. Mr. Dees brings to the Board extensive accounting experience and institutional knowledge of the Company gained through his long service as a director and as Chairman.director.

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College Foundation and Virginia FREE, and is a past trustee of the Virginia Foundation for Independent Colleges. Mr. Patterson has chaired the Virginia Public Safety Foundation. He currently serves on the Board of Directors of Northern Neck Insurance Company. Mr. Patterson received his undergraduate and honorary doctorate degrees from Norfolk State University, and previously served on the university’s Board of Visitors. He brings to the Board innovative leadership insights and proven management solutions as a values-driven entrepreneur and builder of OMNIPLEX;OMNIPLEX, as well as, diverse experience gained while serving on a variety of other business boards.

Randolph N. Reynolds, Jr., 57,58, joined the Board following the Company’s acquisition of Bay Banks in January 2021. He has nine 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 on the Advisory Board of the Longwood College School of Business, the 1-800 Got Junk Virginia Advisory Board and the Henrico County Police Foundation Board and has served as a member of the Board of Trustees for Collegiate School. He received a Bachelor of Arts in Economics from the College of William & Mary. Mr. Reynolds 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.

Terms Expiring in 20232025 (Class III)II)

Richard A. Farmar, IIIElizabeth H. Crowther, Ed. D., 64,66, joined the Board following the Company’s acquisition of Bay Banks in January 2021. Prior toFrom 2004 through 2019, she served as President of Rappahannock Community College (“RCC”), an institution providing high-quality educational experiences for members of the Company’s merger with Bay Banks, Mr. Farmar was ChairmanNorthern Neck and Middle Peninsula communities in Virginia. Dr. Crowther is currently President Emerita of RCC. She is a member of the Boards of Directors of Bon Secours Mercy Richmond Health System, Lilian Lumber Company, and Northern Neck Insurance Company. Dr. Crowther is also Chair of the Board of Virginia Commonwealth BankGovernors for St. Margaret’s School and a member of the board of Episcopal Church Schools in the Diocese of Virginia. She serves on the River Counties Community Foundation Board and is a founder and Chair of the Directors for LEAD River Counties, a regional leadership development program. Dr. Crowther is currently Vice Chairman of the Bon Secours Mercy Health Board in Richmond and is also Chair of Bankthe Virginia Outdoors Foundation, a Governor’s appointment. She earned both Bachelor of Lancaster, priorArts and Masters of Arts degrees in English from Virginia Tech and a Doctor of Higher Education Administration degree from the College of William & Mary. Dr. Crowther brings to the Board substantial operational and managerial experience as well as deep involvement in community-based organizations.

Robert S. Janney, 73, has served as a director of the Company since 2000, and serves as the Chairman of its merger withGovernance Committee. He has been engaged in the general practice of law at the firm of Janney & Janney, PLC in Luray, Virginia Commonwealth Bank.since 1974. Mr. Janney has served on the counsel of the Virginia State Bar and as Chairman of the General Practices Session of the Virginia State Bar. He is a graduate of the University of Virginia College of Arts and Sciences with a major in Government with high honors as well as a graduate of the University of Virginia School of Law. Mr. Janney brings to the Board his legal background and experience, which provides insight, among other things, in matters of corporate governance and commercial law.

Brian K. Plum, 43, has served as a director of the Company since 2014 and as President and Chief Executive Officer of B. H. Baird Insurance Agency.the Company since December 2014. Mr. Farmar joined B. H. Baird Insurance Agency in 1979 and was named President in 1999. He has received the AAI (Accredited Advisor in Insurance) and CPCU (Chartered Property Casualty Underwriter) designations. Mr. Farmar hasPlum previously served as President of the Independent Insurance Agents of Virginia, and as a director ofBank from December 2014 until April 20, 2022. Mr. Plum also previously held the Keystone Insurers Group and Virginia Financial Services Corporation. He is currently Chairman ofpositions with the Board of VCU Tappahannock Hospital, and has also served his community as president of the following organizations: the Warsaw Jaycees, the Warsaw Rotary ClubCompany and the George Washington National Memorial Association.Bank of Executive Vice President from 2010 to 2014, Chief Financial Officer from 2007 to 2014 and Chief Administrative Officer in 2014. Before joining the Company in 2007, he served in several positions with the accounting firm PBMares, LLP in Harrisonburg, Virginia. Mr. FarmarPlum is a graduate of Hampden-Sydney CollegeEastern Mennonite University with a B.A.Bachelor of Science in GovernmentAccounting and Foreign Affairs.Economics, of James Madison University with Master of Science in Accounting, and of the Darden School of Business at the University of Virginia with a Master of Business Administration. He is a Certified Public Accountant licensed in the Commonwealth of Virginia. Mr. FarmarPlum brings to the Board decades-longmanagement and accounting experience in the insurance industry, as well as extensivehis institutional knowledge of the Company’s market area inCompany and the Northern Neck of Virginia.Bank gained through his role as President and Chief Executive Officer.

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Andrew C. HolzwarthVance H. Spilman, 49, joined the Board in December 2019. Mr. Holzwarth has been the Managing Partner of Piedmont Realty Holdings since 2009, a full service real estate development company headquartered in Charlottesville, Virginia. He holds a bachelor’s degree from Pennsylvania State University and a Master of Business Administration from the University of Virginia, Darden School of Business. Mr. Holzwarth brings to the Board knowledge of the real estate industry, particularly in the Company’s market areas.

C. Frank Scott, III, 70,61, joined the Board following the Company’s acquisition of Bay Banks in January 2021. He also serveshas served as Chairman of BRB Financial Group, Inc., a financial services subsidiary of the Company providing trust, investment and wealth management services. Prior to the Company’s merger with Bay Banks, Mr. Scott was Chairman of the Board of Bay Banks and President of its bank subsidiary. Previously, he was President and Chief Executive Officer of Virginia BanCorp, Inc.LeafSpring Schools (“Virginia BanCorp”LeafSpring”) and its bank subsidiary, Virginia Commonwealth Bank,franchisor, Prism LLC since June 2015. LeafSpring is a national chain of for-profit preschools, which were acquired by Bay Banks in April 2017. He hasoperates 13 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 30 years of financial institution management experience, as a board member and an executive officer. Mr. Scott joined Virginia BanCorp’s bank subsidiary in 1999 and in 2001 became Executive Vice President, with oversight responsibilities300 frozen yogurt retail stores. Prior to joining SweetFrog, he was the Chief Financial Officer of the bank’s operations, corporate developmentlargest national Five Guy’s Burgers and business strategy.Fries franchise. Mr. Spilman currently serves on the Virginia Museum of Fine Arts Foundation Board and chairs its Investment Committee. He became President and Chief Operating Officer in 2008, and in 2011, was appointed President and Chief Executive Officer. He is currently a memberpreviously served on the boards of the Board of Directors ofJamestown/Yorktown Society, St. Catherine’s School, the Appomattox Educational Foundation.Nature Conservancy and Theatre IV. Mr. ScottSpilman received his Bachelor of Science degree in Finance from Virginia TechArts and his Master of Business Administration.Administration degrees from the Charles F. Dolan SchoolUniversity of Business at Fairfield University.Virginia. Mr. ScottSpilman brings to the Board a significant level of managementmeaningful finance and leadershipcorporate strategy insight, as well as experience in all aspects of community banking.closely held business operations.

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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

C. Rodes Boyd, Jr., 65, has been Executive Vice President of the Company and Executive Vice President and Chief Lending Officer of the Bank since February 2021. From April 2017 until the Company’s merger with Bay Banks, he served as Executive Vice President and Chief Lending Officer of Virginia Commonwealth Bank, Bay Banks’s bank subsidiary. Mr. Boyd joined Virginia Commonwealth Bank (then a subsidiary of Virginia BanCorp) in April 2011 and served as Executive Vice President and Chief Credit Officer until July 2012 and as Executive Vice President and Chief Banking Officer from July 2012 until Virginia BanCorp’s merger with Bay Banks in April 2017. Prior to joining Virginia Commonwealth Bank, Mr. Boyd was a Vice President of Commercial Banking with The Bank of Richmond and Gateway Bank from 2002 until 2009, and was the Richmond Market President for the Bank of Hampton Roads from March 2009 through December 2010.

LaNell DeLoach, 43,44, has been Executive Vice President and Chief Credit Officer of the Bank since November 2020. She is also the Chair of the Bank’s Management Loan Committee. Ms. DeLoach has more than 20 years of experience in credit risk management, oversight and administration. From October 2019 until November 2020, she served as Executive Vice President of Credit for the Bank. Prior to joining the Bank, Ms. DeLoach was the Senior Vice President, Senior Credit Officer of NewBridge Bank from September 2013 through the merger with Yadkin Bank in March 2016 until it was acquired by First National Bank (PA) in March 2017. Prior to joining NewBridge Bank in 2010, Ms. DeLoach held a variety of positions in both credit and lending with RBC Bank (USA) and BB&T (now Truist). Ms. DeLoach is a graduate of the ABA Stonier Graduate School of Banking and Wharton Leadership Program.

Judy C. Gavant, 62,63, was appointed President of the Bank on April 20, 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 February 2021.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 practice 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.

Brett E. Raynor, 38,39, has been Chief Accounting Officer of the Company and the Bank since April 1, 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 from March 2018 until the Company’s acquisition of Bay Banks in January 2021. Mr. Raynor has over 15 years of experience in accounting, financial reporting, auditing, and mergers and acquisitions, includingand 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. Mr. Raynor is a Certified Public Accountant licensed in the Commonwealth of Virginia.

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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

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.

Board Leadership

The positions of Chairman of the Board and President and Chief Executive Officer of the Company are held by separate persons due to the distinct and time-consuming natures of these roles. The principal role of the President and Chief Executive Officer is to manage the business of the Company in a safe, sound, and profitable manner. The role of the Board, including its Chairman, is to provide independent oversight of the President and Chief Executive Officer, to oversee the business and affairs of the Company for the benefit of its shareholders, to balance the interests of the Company’s diverse constituencies including shareholders, customers, employees, bank regulators, and communities, and to identify business opportunities for the Bank and the Company’s other subsidiaries.

Board Independence

The Board in its business judgment has determined that 13 of its 14 current members and both new nominees for director are “independent” as that term is defined by New York Stock Exchange (“NYSE”) rules. Mr. Plum is not an independent director due to his position as President and Chief Executive Officer of the Company.

In addition, in determining that Mr. Janney is independent under the above standards, the Board considered that Mr. Janney is a partner in the law firm of Janney & Janney, PLC and provides legal services through his law firm to the Company from time to time.

Board and Committee Meeting Attendance

Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of the director’s duties, including attendance at meetings of the Board and its committees. In 2021,2022, there were 1412 meetings of the Company’s Board of Directors and 1412 meetings of the Bank’s Board of Directors. Each director attended greater than 75% of the aggregate number of meetings of the Company’s Board of Directors and meetings of committees of which the director was a member in 2021.2022.

Executive Sessions

The Board generally holds executive sessions of non-employee directors at each Board meeting. At least one executive session each year is held for the purpose of formally evaluating the President and Chief Executive Officer. Any independent director can request that an executive session be scheduled.

Board Involvement in Risk Oversight

The Board oversees risk to be reasonably certain that the Company’s risk management policies, procedures, and practices are consistent with corporate strategy and functioning appropriately. The Board performs risk oversight in several ways, including through the Audit andEnterprise Risk GovernanceManagement Committee. The Audit andEnterprise Risk GovernanceManagement Committee is responsible for providing fiduciary oversight to achieve the Company’s enterprise risk management vision and mission. Enterprise risk management helps achieve this vision by creating a comprehensive approach to anticipate, identify, prioritize, and manage material risksmission with regards to the Company’s business strategies.risk management program. The Committee

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exercises general oversight of executive management’s responsibilities to assess and manage the Company’s strategic risk, reputational risk, credit risk, market risk (includes liquidity and interest rate risk), price risk, operational risk (includes IT risk), and compliance risk.The Board also establishes standards for risk management by approving policies that address and mitigate the Company’s most material risks. These include policies addressing credit risk, interest rate risk, capital risk, liquidity risk, and cybersecurity risk, as well as Bank Secrecy Act/Anti-Money-Laundering compliance. The Board also monitors, reviews, and reacts to risk through various reports presented by management, internal and external auditors, legal counsel and regulatory examiners.

Committees of the Board

The Board has, among others, a standing Audit and Risk Governance Committee, a Compensation Committee and a Governance Committee.

Audit and Risk Governance Committee. The current members of the Audit and Risk Governance Committee are Ms. Woodruff (Chair), and Messrs. Dean, (Chair), Dees, Farmar and Spilman, and Ms. Woodruff.Spilman. The Board has determined that all members of the Audit and Risk Governance Committee are independent under the rules of the NYSE and the Securities and Exchange Commission (“SEC”), and meet the definition of independent directors as set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that all of the members of the Audit and Risk Governance Committee have sufficient knowledge in financial and auditing matters to serve on the Committee and that Messrs.Mr. Dean Dees and Spilman, and Ms. Woodruff each qualify as an “audit committee financial expert” as defined by regulations of the SEC.

The Audit and Risk Governance Committee has adopted a charter that provides guidance to the Committee, the entire Board and the Company regarding the Committee’s purposes, goals, responsibilities, functions and its evaluation. A copy of the charter is available on the Company’s website at www.mybrb.comwww.mybrb.bank under “Investor Relations.” The Audit and Risk Governance Committee provides independent and objective oversight of the integrity of the Company’s financial statements, the accounting functions and internal controls of the Company and its subsidiaries and affiliates (as applicable), compliance with legal and regulatory requirements, the Company’s independent registered auditors’ qualifications and independence, and the performance of the Company’s independent registered auditors, and the Company’s internal audit function. The Audit and Risk Governance Committee and the Board have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent accountants and internal auditors. The Committee also reviews and advises the Board with respect to the Bank’s risk management policies, and tax policies. The Audit and Risk Governance Committee met eight12 times during the year ended December 31, 2021.2022.

Compensation Committee. The current members of the Compensation Committee are Messrs. Patterson (Chair), Dees and Janney, and Ms.Dr. Crowther. The Board has determined that all members of the Compensation Committee are independent under the rules of the NYSE and the SEC.

The Compensation Committee has adopted a charter that provides guidance to the Committee, the entire Board and the Company regarding the administration of the compensation programs and policies of the Company.

A copy of the charter is available on the Company’s website at www.mybrb.comwww.mybrb.bank under “Investor Relations.” The Compensation Committee provides assistance to the Board in fulfilling its responsibility to shareholders, potential shareholders, and the investment community to ensure that the Company’s officers, key executives, and Board members are compensated in accordance with the Company’s total compensation objectives and executive compensation philosophy and strategy. The Committee recommends and approves the compensation policies, strategies, and pay levels necessary to support organizational objectives. The Compensation Committee met seven8 times during the year ended December 31, 2021.2022.

Governance Committee. The current members of the Governance Committee are Messrs. Janney (Chair), Dean, Holzwarth, Patterson and Reynolds.Reynolds, and Dr. Crowther. The Board has determined that all members of the Governance Committee are independent under the rules of the NYSE and the SEC.

The Governance Committee has adopted a charter that provides guidance to the Committee, the entire Board and the Company regarding the process for identifying and recommending directors to the Board. A copy of the charter is available on the Company’s website at www.mybrb.comwww.mybrb.bank under “Investor Relations.” The Governance Committee provides assistance to the Board in fulfilling its responsibility to shareholders, potential shareholders, regulators, and the investment community to ensure that the Board practices create a governance environment

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conducive to value creation and risk management. Among other things, the Governance Committee is responsible for (i) selecting and recommending to the Board nominees for election at annual meetings of shareholders, (ii) selecting and recommending to the Board nominees to fill Board vacancies, and (iii) reviewing and recommending to the full Board for approval any changes to the Company’s articles of incorporation and bylaws. The Governance Committee met four4 times during the year ended December 31, 2021.2022.

In identifying potential nominees, the Governance Committee takes into account such factors as it deems appropriate, including the current composition of the Board to ensure diversity among its members. Diversity includes the range of talents, experiences, and skills that would best complement those that are already represented on the Board, the balance of management and independent directors, and the need for specialized expertise. Among other things, directors of the Company should possess the following qualifications, qualities, skills or expertise:

The Governance Committee considers candidates for Board membership suggested by its members, by management, and by shareholders of the Company. Candidates suggested by shareholders are considered on the same basis as candidates suggested by Committee members and management.

Compensation Committee Interlocks and Insider Participation

None of the members of the Company’s Compensation Committee is or has 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, Compensation Committeeboard of directors, compensation committee or other Boardboard 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.

Corporate Governance Guidelines

The Company’s Corporate Governance Guidelines supplement the Company’s articles of incorporation and bylaws, the charters of the Board’s committees and the laws and regulations to which the Company is subject to provide the foundation for the Company’s governance. The guidelines cover, among other matters, the roles of the Board and management, the Board’s critical functions, and director responsibilities and qualifications. A copy of the Corporate Governance Guidelines is available on the Company’s website at www.mybrb.comwww.mybrb.bank under “Investor Relations.”

Environmental, Social, and Governance Practices

The Company is committed to promoting sound Environmental, Social and Governance (“ESG”) initiatives and practices through strong Boardboard of directors and management oversight. The Board and management believeManagement believes ESG initiatives are important to the Company’s customers, its employees, itsand shareholders, and the communities it serves. The Board approved an executive annual cash incentive plan for 2022 that incorporates accountability for progress on carbon neutrality and diversity and inclusion initiatives. The plan provides targets around progress on the Bank’s carbon neutrality plan, implementation of a management diversity program, and the enhancement of ESG disclosures. Executives included in the plan have a material portion of their incentives at-risk for achievement of these objectives.

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Social. The Company’s Board of Directors and management are committed to employing a diverse workforce and willthe Company has developed plans, and continues to develop plans, and metrics against which actionssuch commitments will be measured. Measures will also be developed for both lendingFor example, the Company plans to adopt a diversity, equity, and vendor relationships.inclusion plan in 2023.

TheIn addition, the Bank is subject to the Community Reinvestment Act (the “CRA”), under which the appropriate federal banking agency periodically assesses the Bank’s record in meeting the credit needs of the communities it serves, including low and moderate income neighborhoods. The Bank has a designated CRA officer thatwho monitors the Bank’s compliance under this act.

The COVID-19 pandemic imposed strain on the Company’s workforce. The Bank reduced its banking hours during the critical period of the pandemic allowing employees to have more flexibility to manage their family situations. If the job function allowed, employees were afforded the opportunity to work from home, and in certain situations, employees could bring their children to work.CRA.

Governance. The Company operates under a strong governance structure, starting with the chairmana Chairman of the Board of Directors thatwho is independent from management. Members of the Board of Directors routinely undergo evaluations to assess their effectiveness. The Board has recognized that implementing an annual election schedule for all directors would support the Company’s effort to adopt best practices in corporate governance, and is asking shareholders to approve Proposal 2 at the Annual Meeting to implement annual election of directors. Employees operate under policies approved by the Company’s board or the Bank’s board of directors and complete as many as 33 courses per year, covering topics such as preventing harassment, confidentiality of data, and unfair banking practices.

Board Skills and Diversity Matrix

The following matrix summarizes areas of skills and experience that our Board considers important to maintain effective oversight of the Company. The matrix shows the skills, demographics, tenure, and other attributes that are assessed in connection with Board nominations. Although the matrix is not required, the Board voted to approve its inclusion in this Proxy Statement. Each director also contributes other important skills, experience, and personal attributes to the Board that are not reflected within the table below.

Code of Ethics

The Company has adopted a Code of Ethics and Conflict of Interest Policy that applies to directors, executive officers and employees of the Company and the Bank. A copy of the code is available on the Company’s website at www.mybrb.comwww.mybrb.bank under “Investor Relations.”

Communications with Directors

Any director may be contacted by writing to the named director, c/o Blue Ridge Bankshares, Inc., 1807 Seminole Trail, Charlottesville, Virginia 22901. Communications to the non-management directors as a group may be sent to the same address, c/o the Corporate Secretary of the Company. The Company promptly forwards all such correspondence to the indicated directors.

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OWNERSHIP OF COMPANY COMMON STOCK

Security Ownership of Directors, Director Nominees, Executive Officers and Certain Beneficial Owners

The following table sets forth information as of April 18, 2022,2023, regarding the number of shares of the Company’s common stock beneficially owned by each director and director nominee, each named executive officer (see “Executive Compensation”) and by all directors, director nominees and executive officers as a group. In addition, the table includes information with respect to persons known to the Company who own or may be deemed to own more than 5% of the Company’s common stock as of April 18, 2022.2023. Unless otherwise indicated, all shares are owned directly and the named person possesses sole voting and sole investment power with respect to all such shares.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and any persons who beneficially own more than 10% of its common stock, to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the year ended December 31, 2021,2022, the Company believes that all directors, executive officers and beneficial owners of more than 10% of its common stock timely complied with all of the filing requirements applicable to them with respect to transactions during the year ended December 31, 2021,2022, except as follows.

A Form 4 for each of Messrs. Bost, Dean, Dees, Farmar, Holzwarth, Janney, Patterson, Reynolds, Scott, Spilman and Stokes and Ms.Dr. Crowther and Ms. Woodruff was filed late with respect to sharesan award of the Company’s common stock that each director received in July 20212022 in connection with board service. AIn addition, one Form 4 for Mr. Reynoldsreporting one transaction was filed late for options exercised totaling 375 shareseach of the Company’s common stock in June 2021. A Form 4 for Ms. Gavant was filed late with respect to 4,000 shares of the Company’s common stock that she received in July 2021. A Form 4 for Amanda G. Story was filed late with respect to 1,500 shares of the Company’s common stock that she received in July 2021. A Form 4 forMr. Reynolds, Mr. Holzwarth, Mr. Plum, was filed late with respect to 10,248 shares of the Company’s common stock that he received in July 2021. A Form 3 forand Mr. Boyd was filed late, as well as a late Form 4 with respect to 6,783 shares of the Company’s common stock that he received in exchange of his Bay Banks’s common stock in connection with the Bay Banks merger, 7,000 shares of the Company’s common stock that he received in February 2021, 7,270 shares of the Company’s common stock that he sold in March 2021 and stock options for 2,500 shares of the Company’s common stock that he received in February 2021.Patterson.

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Securities Hedging

The Company does not have any practices or policies regarding the ability of employees or directors to engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s common stock (including prepaid variable forward contracts, short sales, equity swaps, puts, collars, exchange funds, or similar transactions).

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EXECUTIVE COMPENSATION

Principles and Objectives of the Company’s Compensation Program

The Company’s executive compensation program is designed to attract and retain highly skilled and motivated executive officers who will manage the Company in a manner to promote its growth and profitability and advance the interestinterests of its shareholders. Additional objectives of the Company’s executive compensation program include the following:

The Company’s executive compensation program currently consists of base salaries, cash payments in the form of annual cash incentives and discretionary annual bonuses, equity compensation in the form of restricted stock awards, and other benefits and perquisites.

How Executive Compensation Levels are Determined

The Company’s executive compensation programs are administered by or under the direction of its Compensation Committee. The Compensation Committee approves compensation policies, strategies and pay levels necessary to support organizational objectives and makes recommendations to the Board for all decisions regarding the compensation of the Company’s executive officers, and the Board either approves, modifies, or rejects these recommendations.approval as appropriate.

In determining the compensation of its executive officers, the Company’s 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:

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. The named executive officers of the Company for 20212022 are identified in the Summary Compensation Table below.

Role of Compensation Consultant

During 2021,2022, the Company’s Compensation Committee retained the services of Pearl Meyer & Partners, LLC (“PM”), an independent third-party executive compensation consultant without any previous relationship with management or the Company. PM attended a majority of the Compensation Committee meetings to provide the Compensation Committee and the Board advice on compensation trends and issues. PM also provided an annual compensation study comparing the Company’s compensation practices and amounts to a peer group of similarly-sized banks. banks, and also assisted in the development of the Company’s long-term incentive plan and the Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan. The compensation study included executive compensation. The Compensation Committee incorporated the advice of PM in all of its decision-making processes and recommendations to the Board.

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Base Salary

The Company’s executive compensation program has substantially relied on base salary as its primary component. Base salary is paid to recognize the day-to-day duties and responsibilities of the Company’s executive officers. In addition to the factors described earlier in this section, individual base salary determinations involve consideration of market competitiveness, incumbent qualifications, performance and service longevity. Effective January 1, 2021,2022, the named executive officers received merit increase adjustments. The base salaries for 20212022 after these adjustments were:are set forth in the following table. Ms. Gavant’s base salary was further adjusted from $280,000 to $360,000 effective April 20, 2022 in connection with her appointment to President of the Bank.

Cash Bonus PaymentsShort-Term Incentive Compensation

The Company maintains an annual cash incentive program for its executive officers. This program includes establishing a target award in an amount equal to a set percentage of the officer’s base salary, with the ultimate award earned based on the Company’s performance in certain areas of its operations. In 2021,2022, the Compensation Committee established performance goals in the following key areas: risk management, asset quality, held-for-investment loan growth, noninterest demand deposit account growth, ESG progress, and net income. The amounts earned by the officers under such program could be modified, reduced or eliminated in the discretion of the Compensation Committee based on the Company’s performance and other factors.

The Compensation Committee is also authorized by the Board to consider providing the Company’s executive officers with discretionary cash bonuses as part of the total mix of compensation paid to the officers. Such bonuses, if any, are made on an annual basis after the Compensation Committee assesses the performance of each of the named executive officers and the Company during the most recently completed fiscal year. The goal of the Compensation Committee is to award such discretionary bonus payments commensurate with the officer’s performance during such year. The amounts of the discretionary cash bonuses are provided under the “Bonus” column of the Summary Compensation Table.

Stock-Based

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Long-Term Incentive Compensation

In 2022, the Company approved a long-term incentive program for its executive officers that is equity-based. The purpose of the program is to motivate the performance of the executive officers and reward the officers for their contributions to the Company’s long-term financial success and growth. The Company believes that providing equity incentive opportunities will further align the executive officers’ interests with those of the Company’s shareholders by tying a portion of each officer’s compensation to long-term share value creation.

The Company’s Equity Incentive Plan islong-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 2021,general, 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. For 2022 awards, the Compensation Committee determined to grant a combination of time-based restricted stock awards and performance-based restricted stock awards to the Company’s executive officers. One-half of the total awards granted to each officer consisted of time-based restricted stock awards and the other half consisted of performance-based restricted stock awards. The Compensation Committee believes that this combination reduces the risk profile of the awards, balances the officers’ long-term incentive compensation between retention and performance, and ensures that executives are focused on the Company’s long-term success and increasing shareholder value.

Time-based 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. Performance-based awards vest at the end of a three-year performance period, and are earned (vest) based on the Company’s unaudited annualized average return on average assets (“ROAA”) quarterly performance at the end of such period as compared to the performance of a defined peer bank group for the same metric and period. Performance-based awards vest based on achievement of performance levels – threshold, target and maximum – and associated payouts are established at the beginning of the performance period. At the time of their grant in July 2022, the performance-based awards would vest at the end of the performance period based on a threshold payout of 50% (for relative ROAA at the 25th percentile), a target payout of 100% (for relative ROAA at the 50th percentile) and a maximum payout of 150% (for relative ROAA at the 75th percentile). Performance between the stated percentiles is calculated using straight line interpolation. There will be no vesting of the 2022 performance-based awards for performance below the 25th percentile (threshold). Similar to time-based awards, and subject to proration in the event of death, disability or a change in control, the officers must remain employed with the Company through the three-year performance period for the performance-based awards to vest.

In 2022, Mr. Plum was granted time-based restricted stock awards with respect to 10,2486,188 shares Mr. Boyd was granted time-basedand performance-based restricted stock awards with respect to 10,5009,282 shares, pursuant to his employment agreement and Ms. Gavant was granted time-based restricted stock awards with respect to 4,0004,118 shares and performance-based restricted stock awards with respect to 6,177 shares, and Ms. DeLoach was granted time-based restricted stock awards with respect to 2,118 shares and performance-based restricted stock awards with respect to 3,177 shares. The performance-based stock awards granted in 2022 were made at the maximum payout of 150% of target, and are subject to forfeiture based on performance, employment and other terms under the program.

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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.

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, 2021. The restricted stock award amounts reflect a three-for-two stock split the Company declared on March 17, 2021.

Outstanding Equity Awards at Fiscal Year-End2022.

Company recognizes compensation expense equal to the value of such awards over the applicable vesting period. Beginning in 2022, the Company also began granting performance-based restricted stock awards (“PSAs”) to employees under the same plan. PSAs vest at the end of a three-year performance period, are contingent on the Company’s achievement of financial goals and are being expensed on a straight-line basis over the same period with adjustments periodically based on projected achievement of the performance target, which may change the number of PSA shares that will ultimately vest.

Under the Equity Incentive Plan, of the 600,000 shares authorized, 247,62667,172 shares were available for granting purposes as of December 31, 2021.2022. No stock options have been awarded under the plan. In connection with the Company’s acquisition of Bay Banks on January 31, 2021, the Company assumed certain equity compensation plans of Bay Banks and stock options as of the date of the acquisition. As of December 31, 2021,2022, options with respect to 57,60747,049 shares remain outstanding.

On March 22, 2023, the Board approved the Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan. Further information about the plan is set forth under “Proposal 2 – Approval of the Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan.”

Other Benefit Plans

401(k) Plan. The Company has a contributory 401(k) plan. All salaried employees of the Company are eligible to contribute at hire date and begin to receive the employer match beginning after 12 months of service. Participants can elect to contribute up to 95% of their compensation, provided that the amount contributed does not exceed the maximum amount allowed by law. The Company matches 100% of the first 5% of compensation contributed by each participant. Employees become 100% vested in the Company’s match after six years of service. Distributions to participants are made at death, retirement or other termination of employment. Normal retirement age is considered 65 and early retirement is considered 55 with 10 years of service.

Employee Stock Ownership Plan (“ESOP”(“ESOP”). The Company has an ESOP that covers eligible employees. Benefits in the plan vest over a six-year period. Contributions to the plan are made at the discretion of the Board and may include both the matching component to employees’ elective deferrals into the 401(k) plan and discretionary profit contributions. The Company’s ESOP held a total of 192,06676,277 shares of the Company’s common stock at December 31, 2021.2022. All shares issued to and held by the plan are considered outstanding in the computation of earnings per share. In connection with the Company’s acquisition of Bay Banks on January 31, 2021, the Company assumed the Bay Banks of Virginia, Inc. ESOP. The Bay Banks of Virginia, Inc. ESOP held a total of 361,500 shares of the Company’s common stock at December 31, 2021.2022. The Company’s ESOP and the Bay Banks of Virginia, Inc. ESOP were each terminated effective April 30, 2022 at the discretion of the Board and no additional contributions (other than contributions accrued on or before the effective date of April 30, 2022) were made to the Company’s ESOP. The Bay Banks of Virginia, Inc. ESOP was frozen in conjunction with the Company’s acquisition of Bay Banks.

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written notice of nonrenewal at least 12 months prior to90 days before the expirationend of the then currentthen-current term. Pursuant toUnder the agreement, Mr. Plum is entitled towill receive ana minimum annual base salary as determined by the Board. His current base salary isof $541,000. Mr. Plum is entitled to cash bonuses of up to 40% of his base salary based on metrics, standards and stock-based awards in such amounts as may be determinedparameters established by the Board in accordance with the terms and conditionslong term-incentive awards up to 60% of the applicable incentive plans in effect from time to time. his base salary.

Pursuant to histhe amended and restated agreement, Mr. Plum may only be terminated by the Company with the approval of at least two-thirds of the Board.Board and the Bank’s Board of Directors. If Mr. Plum is terminated without “cause” or by him for “good reason” (as those terms are defined in histhe agreement), he will be entitled to continuationreceive each month for the greater of the number of months remaining in the term of the agreement or 24 months (i) the monthly portion of his current annual base salary, (ii) an amount equal to 1/12 of the highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which his employment terminates, and (iii) a welfare continuance benefit. The agreement provides for alternative compensation and benefits in the event his employment is terminated by the Company without cause or by him for good reason within one year after a “change in control” (as such term is defined in the agreement) of the Company. In such cases, Mr. Plum will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) a welfare continuance benefit, and (iii) a lump sum cash payment equal to 2.99 times the sum of (A) his base salary as of the date of termination or, if greater, the highest base salary in effect in the three months immediately prior to the date of the change in control, and (B) his highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which his employment terminates. Mr. Plum’s entitlement to the foregoing severance payments is subject to his execution of a release and waiver of claims against the Company and the Bank and his compliance with the restrictive covenants provided in the employment agreement. The agreement also provides that the compensation and benefits to which Mr. Plum may be entitled in connection with a termination following a change in control will be reduced to the amount that does not trigger the excise tax under Section 4999 of the Internal Revenue Code of 1986. No reduction, however, will be made and Mr. Plum will be responsible for all excise and other taxes if his after-tax position with no cutback exceeds his after-tax position with a cutback.

The agreement contains restrictive covenants relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation. The non-competition and non-solicitation covenants continue for a period of 12 months following his termination.the termination of Mr. Plum’s employment for any reason, provided that in the event Mr. Plum is subject to customaryterminated for cause, the non-competition and non-solicitation restrictions for a period of one year after termination of his employment for any reason; provided, however, thatcovenant is operative only if the Company elects notagrees to renew his employment agreement, Mr. Plum will not be subject to such restrictions following the expiration of the agreement.

Change in Control Agreement with Brian K. Plum. Mr. Plum’s change in control agreement was entered into on January 1, 2011 and the initial term expired on December 31, 2013. The agreement was renewed for successive one-year periods beginning on January 1, 2014. The agreement will continue to renew for additional one-year periods on January 1st of each year unless the Company gives notice of nonrenewal at least 90 days prior to the expiration of the then current term. Under the terms of the agreement, the Company or its successor must continue to employ Mr. Plum for a term of three years after the date of a change in control of the Company. During such period, Mr. Plum is entitled to retain commensurate authority, responsibilities, and compensation benefits. The agreement requires the Company or its successor to pay Mr. Plum a base salary at least equal to his base salary for the year immediately prior to the change in control, and a bonus at least equal to the annual bonus paid prior to the change in control. If Mr. Plum’s employment is terminated during the three-year period other than for “cause” or “disability” (as defined in his agreement), or if he terminates his employment because a material term of his contract is breached by the Company or its successor, he will be entitled to asuch lump-sum12-month cash payment within 30 days after the date of termination. This lump sum amount will be equal to the sum of his annual base salary, annual bonus and equivalent benefits.(or shorter) period.

Employment Agreement with Judy C. Gavant. In connection with her promotion to President of the Bank on April 20, 2022, the Company and the Bank entered into an amended and restated employment agreement with Ms. Gavant, dated April 20, 2022, that amends and restates her prior employment agreement, dated August 12, 2020. The prior employment agreement was entered into in connection with the Bay Banks merger, and pursuant to such agreement Ms. Gavant was appointed Executive Vice President and Chief Financial Officer of the Company and the Bank effective upon the merger. Under the terms of the amended and restated employment agreement, in addition to her serving as President of the Bank, Ms. Gavant will continuecontinues to serve as Chief Financial Officer of the Bank and as Executive Vice President and Chief Financial Officer of the Company.

The amended and restated employment agreement provides for a two-year term that will expire on April 20, 2024; provided, that on April 20, 2024 and on each April 20th thereafter, the term of the agreement will be automatically extended for an additional one-year period unless either party gives written notice of nonrenewal at least 90 days before the end of the then-current term. Pursuant to the agreement, Ms. Gavant is entitled to a minimum base salary of $360,000 per year. Ms. Gavant will also havehas the opportunity to earn annual cash bonus payments of up to 30% of her base salary. The agreement provides that Ms. Gavant must receive an annual cash bonus in any year that the Chief Executive Officer of the Bank receives such a bonus and her annual cash bonus must be based on the same metrics, standards and parameters as those established for the Bank’s Chief Executive Officer. Ms. Gavant will also be entitled to an annual long-term incentive award of 30% of her base salary.

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Ms. Gavant’s amended and restated employment agreement provides for benefits in the event her employment is terminated by the Company without “cause” or by her for “good reason” (as those terms are defined in the agreement). In such cases, she will be entitled to receive (i) her then-current base salary for the greater of the remainder of the term of her agreement or 12 months, and (ii) a welfare continuance benefit. The agreement provides for alternative benefits in the event Ms. Gavant’s employment is terminated by Company without cause or by her for good reason within one year after a “change in control” (as such term is defined in the agreement) of the Company. In such cases, Ms. Gavant will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) a welfare continuance benefit, (iii) a lump sum cash payment equal to two times the sum of (A) the greater of her base salary as of the date of termination or the date of the change in control, and (B) the average of her annual cash bonus paid or payable for the two most recently completed calendar years prior to the date of termination, and (iv) the shares underlying any equity incentive awards that are outstanding and unvested immediately before her termination (with any performance-based awards vesting at the “target” level). Ms. Gavant’s entitlement to the foregoing severance payments is subject to her execution of a release and waiver of claims against the Company and the Bank and her compliance with the restrictive covenants provided in the employment agreement.

The amended and restated employment agreement with Ms. Gavant contains restrictive covenants relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation. The non-competition and non-solicitation covenants generally continue for a period of 12 months following the termination of her employment for any reason.

Employment Agreement with C. Rodes Boyd, Jr.In connection with the merger with Bay Banks, the Company and the Bank entered into an employment agreement with Mr. Boyd pursuant to which he was appointed Executive Vice President of the Company and Executive Vice President and Chief Lending Officer of the Bank effective upon the merger. Mr. Boyd’s employment agreement provides for a two-year term beginning on the effective date of the merger (January 31, 2021), unless terminated earlier in accordance with the terms of the agreement. The employment agreement provides for a minimum base salary of $240,000 per year. Mr. Boyd will have the opportunity to earn an annual cash bonus equal to 25% of base salary and will be entitled to participate in other benefit plans and programs as in effect from time to time. In addition, upon consummation of the merger, Mr. Boyd received a cash bonus of $400,000 and a restricted stock award of 7,000 shares of common stock of the Company, vesting 50% on December 31 in each of 2021 and 2022. Mr. Boyd also received a contribution to the Company’s deferred compensation plan providing for a maximum benefit of $200,000, subject to vesting. On the date the conversion of the core operating systems of the Bank and Virginia Commonwealth Bank was complete, Mr. Boyd received a payment in the amount of $25,000.

Mr. Boyd’s employment agreement provides for benefits in the event of a termination of his employment by the Company without “cause” or by him for “good reason” (as those terms are defined in the employment agreement). In such cases, Mr. Boyd will be entitled to receive his then-current base salary for the remainder of the term of his agreement and a welfare continuance benefit, and his restricted stock award and deferred compensation plan benefit will vest. Mr. Boyd’s entitlement to the foregoing severance payments is subject to his execution of a release and waiver of claims against the Company and the Bank and his compliance with the restrictive covenants provided in the employment agreement.

Mr. Boyd’s employment agreement contains restrictive covenants relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation. The non-compete and non-solicitation covenants generally continue for a period of 12 months following the expiration of the employment agreement.

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DIRECTOR COMPENSATION

The following table shows the compensation earned by each of the non-employee directors of the Board during 2021.2022.

In 2021,2022, non-employee directors of the Company received a $43,000$64,000 annual retainer, payable monthly, with the exception of Committee Chairmen, who received a $45,000$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 $55,000$100,000 annual retainer. Beginning in June 2021 and continuing until July 2022, the Board of Directors voted to change the annual director compensation cycle from January to December, to June to July. Also beginning in June 2021, the directors are permitted to elect to receive a portion of the retainer payment in the Company’s common stock and all 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. Plum, as an executive officer of the Company, is not separately compensated for his service on the boards of the Company and the Bank.

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INTEREST OF DIRECTORS AND OFFICERS IN CERTAIN TRANSACTIONS

Some of the directors and officers of the Company are at present, as in the past, customers of the Company, and the Company has had, and expects to have in the future, banking relationships in the ordinary course of its business with directors, officers, principal shareholders, and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to the Company. These transactions do not involve more than the normal risk of collectability or present other unfavorable features.

There are no legal proceedings to which any director, officer, or principal shareholder, or any affiliate thereof, is a party that would be material and adverse to the Company.

The Company has not adopted a formal policy that covers the review and approval of related person transactions by the Board. The Board, however, does review all such transactions that are proposed to it for approval. During such a review, the Board will consider, among other things, the related person’s relationship to the Company, the facts and circumstances of the proposed transaction, the aggregate dollar amount of the transaction, the related person’s relationship to the transaction, and any other material information. The Company’s Governance Committee also has the responsibility to review significant conflicts of interest involving directors or executive officers.

Mason K. Dees, Chief Innovation Officer – FinTech for the Bank, is the son of Larry Dees, a director of the Company. In 2021, Mr. Dees received total compensation of approximately $258,375, including base salary, incentive bonus payments, and restricted stock awards. He also participates in Company benefit plans available to all other employees in similar positions, and is compensated in a manner consistent with the Company’s compensation practices applicable to employees with similar qualifications, responsibilities, and contributions to the Company.

In connection with entering into the merger agreement with Bay Banks, the Company and the Bank entered into an employment agreement with Randal R. Greene, the former President and Chief Executive Officer of Bay Banks, pursuant to which he was appointed President and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank, effective upon the merger. He was also appointed a director of the Company and the Bank. Effective March 12, 2021, Mr. Greene resigned from all such positions.

Pursuant to Mr. Greene’s employment agreement, the Company will continue to pay Mr. Greene an amount equal to his base salary at the time his employment was terminated ($492,000) through the remainder of the term of the agreement, which ends at the Company’s 2024 Annual Meeting. Mr. Greene is also entitled to a welfare continuance benefit equal to $22,500. Mr. Greene’s entitlement to the foregoing severance payments is subject to a signed release and waiver of claims against the Company and the Bank and his compliance with the restrictive covenants provided in the employment agreement relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation.

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PROPOSAL 2 – APPROVAL OF AMENDMENT TO THE COMPANY’S ARTICLES OFBLUE RIDGE BANKSHARES, INC.

INCORPORATION TO DECLASSIFY THE COMPANY’S BOARD OF DIRECTORS2023 STOCK INCENTIVE PLAN

BackgroundGeneral

Article VI of the Company’s articles of incorporation, as amended, currently divides theThe Board of Directors into three classes. Each class is elected for a three-year term, withof the terms staggered so that approximately one-third of directors, plus any newly appointed directors, stands for election each year. There are currently five Class II directors, whose term expires at the Annual Meeting; four Class III directors, whose term expires at the 2023 annual meeting of shareholders; and five Class I directors, whose term expires at the 2024 annual meeting of shareholders.

In the past,Company has adopted, subject to approval by the Company’s various Boards of Directors have believed that a classified board structure servedshareholders, the bestBlue Ridge Bankshares, Inc. 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan is designed to promote the interests of the Company and its shareholders. Among other considerations, classified boards generally can provide for company and board continuity and stability, promote director independence that is less subject to management or outside influence, and inhibit coercive takeover tactics and special interest groups focused on short-term gain from taking rapid control of a company without giving its board the opportunity to negotiate the payment of an appropriate premium.

While the Board continues to believe these are important considerations, the Board also understands that the corporate governance best practices in recent years have moved away from classified boards in favor of electing all directors annually. As part of its ongoing responsibilities to monitor current developments in corporate governance and review and recommend changes toshareholders by strengthening the Company’s governing documents,ability to attract, motivate and retain personnel upon whose judgment, initiative and efforts the Governance Committee evaluated the classified board structure during early 2022financial success and considered, among other things, that an annual election of all directors would provide shareholders with greater opportunity to register their views at each annual meeting on the performance of the entire Board over the prior year.

After carefully weighing these considerations, the Board concluded that the annual election of all directors will both enhance our corporate governance practices and be an effective way to maintain and enhance the accountability of the Board. Accordingly, the Board, upon the recommendation of the Governance Committee, unanimously determined that it is in the best interestsgrowth of the Company to eliminate the classified board structure.largely depend.

The Proposal

On March 16, 2022, upon recommendation of the Governance Committee, the Board unanimously approved and adopted, subject to shareholder approval, a proposed amendment to Article VI of the Company’s articles of incorporation to eliminate the Board’s classified structure. The text of the revised Article VI, marked with proposed deletions indicated by strike-outs and proposed additions indicated by underline, is attached to this Proxy Statement as Appendix A. If approved by shareholders, this proposed amendment would become effective upon the filinga total of articles of amendment with the State Corporation Commission of the Commonwealth of Virginia. Further, if this proposed amendment is approved by shareholders, conforming amendments will be made to the Company’s bylaws to reflect the elimination of the Company’s classified Board structure.

If the proposed amendment is approved by shareholders, the annual election of all directors would be phased in over a three-year period, commencing at the 2023 annual meeting of shareholders. Declassification would not result in the curtailment of any director’s term of office. Rather, all current directors, including the directors elected at the Annual Meeting to serve for three-year terms expiring at the 2025 annual meeting, would complete their present three-year terms. Directors whose terms expire at the 2023 and 2024 annual meetings of shareholders would be nominated for election for one-year terms. Beginning with the 2025 annual meeting, all director nominees would be nominated for election for one-year terms.

If this proposal does not receive the required number of votes in favor, Article VI of the Company’s articles of incorporation will not be amended, and all directors will continue to serve three-year terms.

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Key Data Relating to Outstanding Equity Awards

The Proposal

On March 16, 2022, the Board unanimously approved and adopted, subject to shareholder approval, a proposed amendmentfollowing table provides information relating to the total unvested restricted stock awards outstanding under the Prior Plan of December 31, 2022 and March 31, 2023.

The following table provides information to calculate the Company’s articles of incorporation, providingburn rate under the Prior Plan for an increasethe last three fiscal years.

Annual Limit on Awards

The maximum number of shares of the Company’s abilitycommon stock with respect to respond promptlywhich awards may be granted in any calendar year to opportunitiesany individual other than a non-employee director will be limited to that number of shares with an aggregate fair market value on the date of grant equal to $850,000. A non-employee director may receive awards in any calendar year for acquisitions, mergers, stock splits, and additional financings. Such a delay may result in the Company’s inability to consummate a desired transaction under a required deadline. By having additionalnumber of shares of common stock authorized,with an aggregate fair market value on the date of grant not in excess of $250,000.

Plan Administration

The 2023 Plan will be administered by the Compensation Committee, a committee which is composed entirely of “independent directors” as that term is defined by New York Stock Exchange rules and “non-employee directors” as that term is defined in Rule 16b-3 under the Exchange Act. The Compensation Committee will have the power, among other things, to select award recipients and the nature of the award, the number of shares of the Company’s common stock to be covered by each award, the fair market value of the Company’s common stock, the timing of awards, vesting provisions, forfeiture conditions, change in control matters, certain matters related to exercise, tax withholding, disposition and acceleration, and any additional requirements relating to awards that the Compensation Committee deems appropriate.

In addition, the Compensation Committee will have the authority to construe and interpret the 2023 Plan, to resolve any ambiguities, to define any terms and to make any other determinations required by the 2023 Plan or an award agreement. The Compensation Committee may delegate all or part of its authority and duties to one or more officers of the Company with respect to awards to individuals not subject to the reporting and other provisions of Section 16 of the Exchange Act.

Eligibility

Any employee or director of, or consultant to, the Company or an affiliate (as defined below and in the 2023 Plan) of the Company who, in the judgment of the Compensation Committee, has contributed or can be preparedexpected to act quicklycontribute to the profits or growth of the Company is eligible to become a participant. For this purpose, an affiliate is a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company. The Bank is considered an affiliate of the Company. As of March 31, 2023, the Company and its affiliates employed 529 full and part-time individuals, and there were 13 non-employee directors of the Company and its affiliates. In principle, any consultant to the Company is eligible to participate in the 2023 Plan, subject to certain SEC limitations. However, the Company’s current practice is not to grant equity awards to consultants.

Types of Awards

Stock Options. Stock options granted under the 2023 Plan may be incentive stock options, which meet the requirements of Section 422 of the Internal Revenue Code of 1986, as opportunities arise.amended (the “Internal Revenue Code”), and options that do not qualify as incentive stock options (“nonstatutory stock options”). A stock option entitles a recipient to purchase shares of the Company’s common stock at a specified exercise price. The Compensation Committee will fix the exercise price at the time that the stock option is granted, provided that the exercise price cannot be less than 100% of the fair market value of a share of the Company’s common stock on the date of grant (or, in the case of an incentive stock option granted to a 10% shareholder of the Company, 110% of the shares’ fair market value on the date of grant). On April 24, 2023, the closing price of the Company’s common stock was $10.06 per share.

The exercise price of a stock option may be paid (i) in cash or by check, (ii) by delivery of previously acquired shares of the Company’s common stock with an aggregate fair market value equal to the exercise price for the number of option shares being acquired, (iii) if and as permitted by an award agreement, through a “net share

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exercise” whereby the Company withholds and retains sufficient shares issuable in connection with the stock option to cover the exercise price (other than for incentive stock options), (iv) through a “cashless exercise” procedure that enables a participant to deliver an exercise notice together with irrevocable instructions to a creditworthy broker to deliver promptly to the Company, from the sale proceeds with respect to the sale of shares underlying the option, an amount necessary to pay the exercise price and, if required, applicable withholding taxes, or (v) through a combination of the foregoing.

Stock options may be exercised at such times and subject to such conditions as may be prescribed by the Compensation Committee, including the requirement that they will not be exercisable after 10 years from the date of grant (or five years in the case of an incentive stock option granted to a 10% shareholder of the Company) and the one-year minimum vesting period provisions of the 2023 Plan. A participant has no shareholder rights (including voting rights or rights to dividends) with respect to a stock option until the option has been exercised and shares of the Company’s common stock have been issued under the option. Further, no dividend equivalents are paid or accrued with respect to vested or unvested stock options.

Restricted Stock Awards. The 2023 Plan permits the grant of restricted stock awards that are subject to forfeiture until the restrictions established by the Compensation Committee lapse and the restricted shares vest. A restricted stock award is an award of shares of the Company’s common stock that are subject to restrictions on transferability, vesting and other restrictions as the Compensation Committee determines in its sole discretion on the date of grant. The restrictions may lapse over a specified period of time based on continued employment or service and/or the achievement of certain performance goals. Restricted stock awards would be subject to the one-year minimum vesting period provisions of the 2023 Plan.

Unless a restricted stock award agreement provides otherwise, a participant who receives a restricted stock award will have all the rights of a shareholder as to the shares granted under the award, including the right to vote and the right to receive all cash dividends and other distributions paid thereon.

Restricted Stock Unit Awards. The Compensation Committee may also award a restricted stock unit (an “RSU”) under the 2023 Plan. An RSU award is an award that represents the right to receive shares of the Company’s common stock and/or cash in lieu thereof and, unless otherwise expressly provided, is valued by reference to the fair market value of the Company’s common stock. The Compensation Committee may place such restrictions on the vesting and settlement of RSUs as the Compensation Committee deems appropriate, including restrictions relating to continued employment or service and/or achievement of certain performance goals, subject to the one-year minimum vesting period provisions of the 2023 Plan. The RSU may entitle the recipient to receive, upon satisfaction of the vesting conditions set forth in the RSU award agreement, cash, shares of common stock or a combination of cash and shares of common stock as determined by the Compensation Committee. Holders of RSUs have no right to vote the shares represented by the units, but may be credited with dividend equivalents reflecting dividends actually paid on common stock. Any such dividend equivalents will be paid to the participant, in the form of cash or common stock with an equivalent value, if at all, on vesting and settlement of the related RSU. If an RSU is forfeited, the participant has no right to dividend equivalents accumulated before the forfeiture.

Stock Awards. The Compensation Committee may grant to a participant shares of the Company’s common stock that are fully vested and freely transferable as of the date the award is granted, subject to the 5% limit described under “Minimum Vesting Period” below, other restrictions under the 2023 Plan, and applicable federal or state securities laws.

Minimum Vesting Period

Expect as provided in the following sentence, under the 2023 Plan, all awards authorized for issuance under the plan will be subject to a minimum one-year vesting period from the date of grant. Notwithstanding the foregoing, the Compensation Committee may grant awards for not more than 5% of the shares of Company stock authorized for issuance under the plan that vest in less than one year or immediately upon grant. The Compensation Committee does not have the discretion to accelerate vesting of any award except in the case of death or disability. The Compensation Committee will follow the plan provisions specific to a change in control in such event, which provisions are discussed below under “—Change in Control.”

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Performance Goals

The performance goals with respect to an award made under the 2023 Plan may be based on one or more performance measures or goals set by the Compensation Committee over a performance period established by the Compensation Committee. Performance goals may include, but are not limited to, any one or more of the following performance criteria as specified by the Compensation Committee in the award: (i) the Company’s common stock value or increases to such value, (ii) total shareholder return, (iii) operating revenue, (iv) earnings per share or earnings per share growth, (v) net earnings, (vi) operating efficiency, (vii) return on equity, (viii) return on tangible equity or return on tangible common equity, (ix) return on assets, net assets, capital or investment, (x) return on operating revenue, (xi) deposits, loan and/or equity levels or growth thereof, (xii) working capital targets, (xiii) assets under management or growth thereof, (xiv) cost control measures, (xv) regulatory compliance, (xvi) income or net income, (xvii) operating income, (xviii) credit quality, (xix) achievement of strategic performance objectives, (xx) achievement of merger or acquisition objectives, (xxi) improvement in or attainment of environmental, social and governance (ESG) metrics, or (xxii) market share. The Compensation Committee shall determine attainment of performance goals.

Restrictions on Transfer

In general, awards granted under the 2023 Plan may not be assigned, transferred, pledged or otherwise encumbered by a participant, other than by will or the laws of descent and distribution. The plan permits the award of nonstatutory stock options that are transferable to immediate family members (or certain related trusts or entities), in accordance with applicable securities laws.

No Stock Option Repricing Without Shareholder Approval

Stock options granted under the 2023 Plan may not be repriced, replaced or regranted through cancellation, by being exchanged for cash or other awards or by lowering the exercise price of a previously granted stock option (other than as described under “—Changes in Capitalization” and “—Change in Control”).

Change in Control

In the event of a “change in control” (as defined in the 2023 Plan) of the Company, the Compensation Committee is to provide, pursuant to the 2023 Plan: (i) for outstanding time-based awards to become vested, settled and/or exercisable in full in the event such awards are not assumed, or new rights substituted for such awards, by the acquiring or surviving corporation in the change in control, and to provide that any assumed or substituted awards will continue to vest following the change in control and become vested, settled and/or exercisable in full in the event of an involuntary termination of employment without “cause” or for “good reason” (as defined in the 2023 Plan) on or within 24 months following the change in control; and (ii) for outstanding performance-based awards to become vested, settled and/or exercisable with respect to a pro-rated number of shares of common stock subject to the award, based on actual performance levels through the change in control. In addition, the Compensation Committee is to make such adjustments to awards then outstanding as it deems appropriate to reflect the change in control and to retain the economic value of the award.

In the case of any stock option with an exercise price that equals or exceeds the price paid or consideration to be received for a share of the Company’s common stock in connection with a change in control, the Compensation Committee may cancel the stock option upon at least 10 days’ advance notice to the option holder without payment of any consideration.

Clawback and Forfeiture

Awards granted under the 2023 Plan will be subject to recovery, recoupment, or clawback under any applicable law, government regulation or stock exchange listing rule, or a Company policy adopted pursuant to any such law, regulation or rule. In addition, the Company has the right to recover from a participant time-based and performance-based awards (or amounts received in settlement or as proceeds thereof) in accordance with any other clawback policy adopted by the Company related to a financial restatement by the Company or otherwise.

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The Company has no present plan,Compensation Committee may specify in an award agreement that a participant’s rights, payments, and benefits with respect to the award are subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of the award. Such events may include, without limitation, breach of noncompetition, nonsolicitation, confidentiality, or other restrictive covenants that are contained in the award agreement or understanding involvingotherwise applicable to the issuanceparticipant, termination of the participant’s employment or service for cause, or other conduct by the participant that is detrimental to the business or reputation of the Company and/or its affiliates. In addition, if a participant’s employment or service is terminated for cause, then as of the date of the misconduct, any stock option held by the participant will terminate, and any unvested restricted stock and restricted stock units held by the participant will be forfeited.

Amendment and Termination

If not sooner terminated by the Board of Directors of the Company, the 2023 Plan will terminate on March 21, 2033. The Board may terminate, suspend, amend, or modify the 2023 Plan at any time, provided that no such amendment or modification may be made without shareholder approval if required by the Internal Revenue Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on which the Company’s common stock except for shares requiredis then listed or permitted to be issuedreported, by any regulatory body having jurisdiction with respect thereto, or under the Company’s Equity Incentive Plan, the Company’s ESOPs, and dividend reinvestment or similar plans that it may implement in the future. It is possible, however, that merger and acquisition opportunities involving the issuance of shares of common stock will develop. It is also possible that an increase in the market price of common stock, and conditions in capital markets in general, may make a stock dividend, a stock split, or a public or private offering of common stock desirable.

As is the case with the shares of common stock that are currently authorized but unissued, if the proposed amendment to the Company’s articles of incorporation is adopted by the shareholders, the additional authorized shares of common stock may be issued for such consideration, cash or otherwise, at such times and in such amounts as the Board may determine without further shareholder approval, except to the extent that shareholder approval is required byany other applicable laws, rules, or regulations. In general, because shares of common stock are listedAwards outstanding on the NYSE American exchange, shareholder approval mustdate of any such termination or amendment will remain valid in accordance with their terms.

Summary of Federal Income Tax Consequences

The following is a general summary of the federal income tax consequences under the 2023 Plan. This summary does not address all matters that may be obtained, under applicable NYSE rules,relevant to a particular participant based on his or her specific circumstances.

Nonstatutory Stock Options. The grant of a nonstatutory stock option will not result in taxable income to a participant. The participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the shares acquired over the exercise price for those shares, and the Company will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.

Incentive Stock Options. The grant of an incentive stock option will not result in taxable income to a participant. The exercise of an incentive stock option will not result in taxable income to the participant provided that the participant was, without a break in service, an employee of the Company or a subsidiary (as defined for purposes of the relevant tax rules) during the period beginning on the date of the grant of the option and ending on the date three months prior to the issuancedate of exercise. This employment period is one year (rather than three months) prior to the date of exercise if the participant is “disabled” (as defined in the Internal Revenue Code). The heirs of a participant are not subject to this tax rule. The difference between the fair market value of the shares on the exercise date over the exercise price is taken into account for alternative minimum tax purposes.

If the participant does not sell or otherwise dispose of the stock within two years from the date of the grant or within one year after exercise, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed to the participant as capital gain, and the Company will not be entitled to any deduction for federal income tax purposes.

If the foregoing holding period requirements are not met, the participant will generally realize ordinary income, and the Company will be allowed a corresponding deduction, at the time of the disposition of the shares, in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be capital gain. If the amount realized is less than the exercise price, the participant will recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares.

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Special rules apply if a participant pays the exercise price for either type of option using shares previously owned by the participant.

Restricted Stock Awards. A participant who has been granted a restricted stock award will not realize taxable income at the time of grant, and the Company will not be entitled to a deduction at that time, assuming that the restrictions constitute a “substantial risk of forfeiture” for federal income tax purposes. Upon the vesting of shares for certain purposes, includingsubject to an award, the issuanceholder will realize ordinary income in an amount equal to the then fair market value of greater than 20%those shares, and the Company will be entitled to a corresponding deduction. A participant’s holding period will commence on the date the restrictions lapse.

A participant may make a Section 83(b) election under the Internal Revenue Code within 30 days after the date of grant to be taxed as of the then outstandingdate of grant, on compensation income based on the fair market value at time of grant, in which case the Company will be entitled to a corresponding deduction at that time. If a participant makes a Section 83(b) election, the participant’s holding period generally will commence on the day after the date of grant.

Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of vesting (or grant, if a Section 83(b) election is made).

Restricted Stock Units. A participant who has been granted restricted stock units will not realize taxable income at the time of grant. Upon receipt of common stock or voting powercash in connection withthe future pursuant to such an award, the participant will realize ordinary income equal to the then fair market value of those shares, and/or the amount of any cash received, and the Company will receive a private financing or an acquisition or merger. In addition,corresponding deduction.

Stock Awards. Upon the grant of a stock award, a participant generally will realize ordinary income equal to the then fair market value of those shares, and the Company will be entitled to a corresponding deduction.

Benefits to Executive Officers and Directors

No awards have been made under the Virginia Stock Corporation Act,2023 Plan as of the date of this proxy statement. Participation in the 2023 Plan is made at the Compensation Committee’s discretion and is based on the performance of the Company. Accordingly, future awards under the 2023 Plan are not determinable at this time.

Equity Compensation Plan Information

The following table provides information, as of December 31, 2022, relating to the Company’s shareholders must approve a share issuance in connection with a merger or acquisition if the number of sharesstock-based compensation plans pursuant to be issued exceeds by more than 20% the total number of outstandingwhich shares of the Company immediately before the merger or acquisition.

Any future issuance of additionalCompany’s common stock could have a dilutive impact on the book value and earnings per share of the outstanding shares and would decrease the relative voting power of the then current shareholders. Shareholders do not generally have any preemptive or other rights to subscribe for any shares of common stock which may in the future be issued by the Company.issued.

The ability to issue additional shares of common stock could enable the Board to discourage an attempt to gain control of the Company by unaffiliated parties. It is not presently contemplated that any of the remaining shares of common stock would be issued for the purpose of making the acquisition by an unwanted suitor of a controlling interest in the Company more difficult. However, if the Board were to oppose such a suitor in the future, it could (if consistent with its fiduciary duties and within the limits imposed by applicable law) cause the Company to issue additional shares of common stock (or shares of preferred stock) in a public or private sale, merger or similar transaction which would increase the number of outstanding shares of such stock, thereby possibly diluting the interest of a party attempting to gain control of the Company. The additional number of authorized shares could have the effect of making it more difficult for a third party to take over the Company in a transaction not approved by the Board.

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Shareholder Vote Required

ApprovalThe 2023 Plan will be approved by shareholders if holders of a majority of votes cast at the Annual Meeting vote in favor of the amendment to the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock requires the affirmative vote of more than two-thirds of the outstanding shares of the Company’s common stock. Failures to vote, abstentions, and broker non-votes (if any) will not count as votes cast on the proposal, and, accordingly, will have the same effect as votes against the proposed amendment.action.

The Board unanimously recommends that shareholdersyou vote “FOR”“For” the approval of this proposal to amend the Company’s articles of incorporation to increase the authorized shares of common stock.Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan.

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PROPOSAL 43 – RATIFICATION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit and Risk Governance Committee of the Board has appointed Elliott Davis, PLLC (“Elliott Davis”) as the Company’s independent registered public accounting firm for the year ending December 31, 2022.2023. The Board approved this appointment. Elliott Davis also served as the independent registered public accounting firm for the yearyears ended December 31, 2021.2021 and 2022.

Representatives of Elliott Davis will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Although shareholder ratification is not required by the Company’s Bylaws or otherwise, the Board, as a matter of good corporate governance, is requesting that shareholders ratify the selection of Elliott Davis as the Company’s independent registered public accounting firm for 2022.2023. If shareholders do not ratify the selection of Elliott Davis, the Audit and Risk Governance Committee will reconsider its appointment.

The Board unanimously recommends that you vote “FOR” the approval of the ratification of the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

Change in Firms

Elliott Davis replaced Brown, Edwards & Company, LLP (“Brown Edwards”), which the Company dismissed as its independent registered public accounting firm on September 16, 2020, effective immediately following the filing of the Form 10-Q for the quarter ended September 30, 2020 with the SEC. The Company expects that a representative of Brown Edwards also will be present at the Annual Meeting. Brown Edwards served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2018 and 2019. The audit reports of Brown Edwards on the consolidated financial statements of the Company as of and for the years ended December 31, 2018 and 2019 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the two fiscal years ended December 31, 2018 and 2019 and from January 1, 2020 through September 16, 2020, (i) there were no disagreements with Brown Edwards on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to Brown Edwards’s satisfaction, would have caused Brown Edwards to make reference in connection to their opinion to the subject matter of the disagreement and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K under the federal securities laws.

During the two fiscal years ended December 31, 2018 and 2019 and from January 1, 2020 through September 16, 2020, neither the Company nor anyone on its behalf consulted Elliott Davis regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Elliott Davis concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue. During the two fiscal years ended December 31, 2019 and 2018 and from January 1, 2020 through September 16, 2020, neither the Company nor anyone on its behalf consulted Elliott Davis regarding any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.

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In addition, the Audit and Risk Governance Committee obtained from the Company’s independent registered public accounting firm the written disclosure and the letter required by the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit and Risk Governance Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

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