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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2021

 

 

BLUE RIDGE BANKSHARES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Virginia   001-39165   54-1470908

(State or Other Jurisdiction

of Incorporation)

  (Commission
File Number) 		 

(IRS Employer

Identification No.)

 

1807 Seminole Trail

Charlottesville, Virginia

  22901
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (540) 743-6521

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange
on which registered

Common stock, no par value   BRBS   NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2021, the board of directors of Blue Ridge Bankshares, Inc. (the “Company”) amended its annual cash incentive program that provides for bonus awards based on the Company’s performance. The amendments, which will be effective beginning January 1, 2022, (i) added a new performance target for progress on certain environmental, social and governance initiatives, and (ii) established target awards of 35% of base salary for the Chief Executive Officer and 25% of base salary for the other participating officers, which include the Chief Financial Officer, Chief Operating Officer, Chief Lending Officer and Chief Credit Officer. A summary of the annual cash incentive program is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 8.01

Other Events.

On December 21, 2021, Blue Ridge Bankshares, Inc. issued a press release announcing its commitment to achieve carbon neutrality by 2040. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit No.

  

Description of Exhibit

10.1    Description of Annual Cash Incentive Program (as amended December 20, 2021)
99.1    Press Release, dated December 21, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BLUE RIDGE BANKSHARES, INC.
Dated: December 21, 2021     By:  

/s/ Judy C. Gavant

      Judy C. Gavant
      Executive Vice President and Chief Financial Officer

 

3

Exhibit 10.1

DESCRIPTION OF ANNUAL CASH INCENTIVE PROGRAM

Blue Ridge Bankshares, Inc. (“Blue Ridge”) maintains an annual cash incentive program that provides for awards based on the performance of Blue Ridge in six key areas: risk management, asset quality, held-for-investment loan growth, noninterest demand deposit account growth, progress on environmental, social and governance initiatives, and net income. Each named executive officer of Blue Ridge is eligible to participate in the plan. Each of the foregoing areas has assigned weights for each officer and, on an annual basis, the Blue Ridge Compensation Committee determines the metrics pursuant to which bonuses ultimately will be paid to such officers, with target awards of 35% of base salary for the Chief Executive Officer and 25% of base salary for the other officers.

The amounts earned under the plan may be modified, reduced or eliminated in the discretion of the Blue Ridge Compensation Committee based on Blue Ridge’s performance and other factors. Minimum targets must be achieved to earn awards with respect to asset quality, held-for-investment loan growth, noninterest demand deposit account growth, and net income, and maximum award amounts are capped for asset quality, held-for-investment loan growth, and net income to mitigate the risk of any actions taken by management that could inflate short-term incentives for personal benefit that do not align with good corporate governance or the long-term financial and operational health of Blue Ridge.

Exhibit 99.1

 

LOGO

Blue Ridge Bankshares, Inc. Enhances Carbon Reduction Efforts

Charlottesville, Va., December 21, 2021. Blue Ridge Bankshares, Inc. (NYSE American: BRBS) (“Blue Ridge”), the parent company of Blue Ridge Bank, N.A. (“Bank”), announces the adoption of its commitment to achieve carbon neutrality by 2040. The Bank plans to join the Net-Zero Banking Alliance (“NZBA”), a United Nations convened and industry-led initiative to lead practices and accountability in carbon reduction plans. The Bank will align its operations and its lending and investment portfolios to achieve net-zero emissions by 2040 while achieving intermediate performance targets by 2030.

The Blue Ridge Board of Directors, in addition to approving the application to join NZBA, approved updates to the Blue Ridge executive annual cash incentive plan (“Plan”) for 2022 to incorporate accountability for progress on carbon neutrality and diversity and inclusion. The 2022 Plan specifies progress on the Bank’s carbon neutrality plan, implementation of a management diversity program, and the enhancement of Environmental, Social and Governance (ESG) disclosures as factors in the Plan. All executives included in the Plan have a material portion of their incentives at-risk for achievement of these objectives.

“I am proud of our Board of Directors and executive management team for its unanimous and united approach to this effort,” said Brian K. Plum, Chief Executive Officer of Blue Ridge. “We see the need to change and the urgency of that need, and bold action supplemented by embedded accountability will ensure Blue Ridge is doing its part as an agent of positive change. We are hopeful our actions inspire others to join the effort to address the critical issues of our day.”

The Bank partnered with ChargePoint, the world’s largest electric vehicle charging network, earlier this year to install two electric vehicle (“EV”) charging stations in the greater Richmond region. The Bank is also participating in ChargePoint’s Smart Charging Infrastructure Pilot Program (SCIP), which supports EV adoption in Virginia.

The Bank was named the “Best Small Bank in Virginia” in Newsweek’s ranking of America’s Best Banks 2022. Newsweek’s ranking recognizes the financial institutions that best serve their customers’ needs in each state. Blue Ridge Bank was recognized as the #1 small bank in Virginia. Additionally, the Bank recently received a 5-star rating from Bauer Financial, the nation’s leading independent bank rating firm. The 5-star rating denotes a “Superior” rating.

About the Net-Zero Banking Alliance

The industry-led, UN-convened Net-Zero Banking Alliance brings together banks worldwide representing over 40% of global banking assets, which are committed to aligning their lending and investment portfolios with net-zero emissions by 2050. The Alliance will reinforce,

accelerate, and support the implementation of decarbonization strategies, providing an internationally coherent framework and guidelines in which to operate, supported by peer-learning from pioneering banks. It recognizes the vital role of banks in supporting the global transition of the real economy to net-zero emissions. Visit www.unepfi.org for more information.

About Blue Ridge

Blue Ridge Bankshares, Inc. is the holding company for Blue Ridge Bank, National Association. Blue Ridge, through its subsidiaries and affiliates, provides a wide range of financial services including retail and commercial banking, payroll, insurance, card payments, wholesale and retail mortgage lending, and government-guaranteed lending. Blue Ridge also provides investment and wealth management services and management services for personal and corporate trusts, including estate planning, and trust administration. Visit www.mybrb.bank for more information.

Media Contact:

Michelle Simon, Director of Corporate Communications & PR, Blue Ridge Bank. N.A.

michelle.simon@mybrb.bank