UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 23, 2025, Blue Ridge Bankshares, Inc. (the “Company”) and Blue Ridge Bank, National Association (the “Bank”), the Company’s wholly-owned bank subsidiary, entered into amended and restated employment agreements with G. William Beale, the President and Chief Executive Officer of the Company and the Chief Executive Officer of the Bank, and Judy C. Gavant, Executive Vice President and Chief Financial Officer of the Company and the President and Chief Financial Officer of the Bank. The amended and restated employment agreement with Mr. Beale (the “Beale Amended Agreement”) is effective January 1, 2025, and amends, restates and replaces his amended and restated employment agreement, dated October 24, 2023, with the Company and Bank (the “Beale Original Agreement”). The amended and restated employment agreement with Ms. Gavant (the “Gavant Amended Agreement”) is effective January 1, 2025, and amends, restates and replaces her amended and restated employment agreement, dated April 20, 2022, with the Company and Bank (the “Gavant Original Agreement”).
The Beale Amended Agreement and the Gavant Amended Agreement each provides for a two-year term that will expire on January 1, 2027; provided, that on January 1, 2027 and on each January 1st 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.
The Beale Amended Agreement changes the period during which Mr. Beale would receive benefits in the event his employment is terminated by the Company without “cause” or by him for “good reason” (as those terms are defined in the agreement) from (1) the greater of (x) three months or (y) 12 months less the number of full or partial months from May 7, 2023 through the date of termination, as stated in the Beale Original Agreement, to (2) the greater of (x) the number of months remaining in the term of the agreement or (y) 12 months, as stated in the Beale Amended Agreement. The structure of the severance payment (i.e., base salary and a welfare continuance benefit) relating to such termination events was not changed from the Beale Original Agreement.
The Beale Amended Agreement also changes the calculation of the lump sum cash payment Mr. Beale is to receive 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 from (1) an amount equal to the number of months remaining in the then current employment term times the sum of (A) his monthly base salary as of the date of termination or, if greater, the highest monthly base salary in effect in the three months immediately prior to the date of the change in control, and (B) 1/12 of the highest annual bonus paid or payable for the two years immediately preceding the year in which his employment is terminated, as stated in the Beale Original Agreement, to (2) an amount equal to two times the sum of (A) his annual base salary as of the date of termination or, if greater, the highest annual base salary in effect in the three months immediately prior to the date of the change in control, and (B) the highest annual bonus paid or payable for the two years immediately preceding the year in which his employment is terminated, as stated in the Beale Amended Agreement.
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The Beale Amended Agreement also increases the non-competition covenant from three months to 12 months following the termination of Mr. Beale’s employment for any reason, and removes fintech business from the definition of “competitive business” with respect to that covenant.
The Beale Amended Agreement and the Gavant Amended Agreement also contain certain ministerial and administrative changes. Other than as described in this Current Report on Form 8-K, there were no other material changes to (i) the Beale Original Agreement, as disclosed in the Company’s Current Reports on Form 8-K filed on July 17, 2023 and October 26, 2023, and (ii) the Gavant Original Agreement, as disclosed in the Company’s Current Report on Form 8-K filed on April 22, 2022.
Copies of the Beale Amended Agreement and the Gavant Amended Agreement are filed as exhibits to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Amended and Restated Employment Agreement, dated January 23, 2025, by and among Blue Ridge Bankshares, Inc., Blue Ridge Bank, National Association and G. William Beale. | |
| 10.2 | Amended and Restated Employment Agreement, dated January 23, 2025, by and among Blue Ridge Bankshares, Inc., Blue Ridge Bank, National Association and Judy C. Gavant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUE RIDGE BANKSHARES, INC. | ||||||
| (Registrant) | ||||||
| Date: January 29, 2025 | By: | /s/ Judy C. Gavant | ||||
| Judy C. Gavant | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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