Brett E. Raynor
About Brett E. Raynor
Chief Accounting Officer of Blue Ridge Bankshares and Blue Ridge Bank since April 1, 2022; previously SVP & Director of Financial Reporting (Feb 2021–Mar 2022), SVP & Controller at Virginia Commonwealth Bank (Mar 2018–Jan 2021), with earlier roles at Xenith (Mar 2012–Jan 2018) and KPMG; Certified Public Accountant (Virginia). Age 41 (2025 proxy) . Company pay-versus-performance disclosures show cumulative value of a $100 shareholder investment of $24.81 (2023) and $26.36 (2024), with net income of -$51.8M (2023) and -$15.4M (2024) . In 2025 the Compensation Committee shifted long-term incentives to 100% performance-based restricted stock tied to Core ROAA, signaling stronger pay-for-performance alignment going forward .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blue Ridge Bankshares / Blue Ridge Bank | Chief Accounting Officer | Since Apr 1, 2022 | Principal accounting officer; continuity through control remediation and capital actions . |
| Blue Ridge Bank | SVP & Director of Financial Reporting | Feb 2021–Mar 2022 | Led external reporting through post-merger integration period . |
| Virginia Commonwealth Bank (Bay Banks’ subsidiary) | SVP & Controller | Mar 2018–Jan 2021 | Controller through acquisition by BRBS (closed Jan 31, 2021) . |
| Xenith and subsidiary bank | Accounting/Financial Reporting roles | Mar 2012–Jan 2018 | Progressive responsibility until Xenith’s acquisition by Atlantic Union (Jan 2018) . |
| KPMG US LLP | Audit/advisory | Early career | Public company audit foundation . |
External Roles
No public company directorships or external board roles are disclosed for Raynor in the company’s executive officer biographies reviewed (2025 DEF 14A; 2024 10‑K/A) .
Company Performance Context (during Raynor’s tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Value of $100 Investment (Cumulative TSR) | 24.81 | 26.36 |
| Net Income ($ millions) | -51.8 | -15.4 |
Fixed Compensation
| Item | Most recent disclosure | Notes |
|---|---|---|
| Base salary (Raynor) | Not disclosed | Raynor is an executive officer but not a Named Executive Officer (NEO); the Summary Compensation Table lists only Beale (CEO), Gavant (CFO), and Brown (COO/CTO) for 2023–2024 . |
| Cash perquisites | Limited perquisites for certain NEOs (e.g., vehicle/auto allowance); not itemized for Raynor | Company describes limited perquisites; no Raynor-specific perquisite disclosure . |
Performance Compensation
| Plan/Grant | Metric(s) | Weighting/Target | Payout mechanics | Vesting |
|---|---|---|---|---|
| Annual cash incentive (STIP) – 2024 framework | Committee discretion recognizing leadership in balance sheet repositioning, capital, and stabilization; company-wide perspective | No explicit weights disclosed | Paid as discretionary “Bonus” to NEOs for 2024; executives assessed on leadership amid transformation . | N/A |
| Long-term incentive (LTI) – 2024 grants | Time-based restricted stock only | N/A | Equity awards to executive officers; no performance condition in 2024 due to uncertainty . | Vest 1/3 on 1st, 2nd, 3rd anniversaries of grant . |
| Long-term incentive (LTI) – 2025 grants | Core ROAA | 100% performance-based | Three one-year performance measurement periods; awards are performance-based restricted stock . | Vesting tied to Core ROAA over three one-year periods . |
| Change-in-control treatment | — | — | Equity/severance structured on “double-trigger” basis upon change-in-control . | Accelerated vesting only upon qualifying termination post-CIC . |
| Clawback | Financial restatement trigger | — | Mandatory recoupment of excess incentive compensation for current/former executive officers over prior 3 completed fiscal years after a restatement; “no-fault” basis . | — |
Equity Ownership & Alignment
| As-of date | Security/Right | Amount | Notes |
|---|---|---|---|
| Apr 1, 2022 (Form 3) | Common Stock (Direct) | 4,914 | Initial statement of beneficial ownership filed upon becoming CAO . |
| Apr 1, 2022 (Form 3) | Common Stock (Indirect via ESOP) | 1,971 | ESOP-held shares . |
| Apr 1, 2022 (Form 3) | Stock Option | 1,875 @ $13.15; exp 06/07/2028; exercisable 01/31/2021 | Option position disclosed on Form 3; options across BRBS were generally assumed from Bay Banks in the 2021 transaction, per plan footnotes (context) . |
| Mar 20, 2025 (Proxy) | Individual ownership line item | Not individually listed | 2025 ownership table lists directors/NEOs; Raynor not shown individually (he is an executive officer, not a director/NEO) . |
Policies and practices:
- Hedging: The company does not have practices or policies restricting employees or directors from hedging transactions (e.g., collars, swaps) .
- Insider trading policy: Company-wide policy governs trading by directors, officers, and employees .
- Pledging: No explicit pledging prohibition or pledge disclosure for executives is provided in the 2025 proxy .
- Ownership guidelines: No executive stock ownership guidelines are described in the compensation policies reviewed .
Section 16 compliance:
- The company reported certain late filings for other insiders in 2024, but did not identify Raynor among those exceptions .
Employment Terms
| Topic | Disclosure (Raynor) | Source/Notes |
|---|---|---|
| Employment agreement | Not disclosed; the company limits employment/change-in-control agreements to select executives (CEO, CFO, COO/CTO) | Raynor not named among executives with agreements . |
| Severance (termination without cause/good reason) | Not disclosed for Raynor | Company details severance only for Beale, Gavant, Brown . |
| Change-in-control (CIC) economics | Not disclosed for Raynor | Equity program is double-trigger; individual CIC terms not provided for Raynor . |
| Restrictive covenants | Not disclosed for Raynor | Non-compete/non-solicit covenants described for executives with agreements (not Raynor) . |
Performance & Track Record (context)
- Financial reporting restatement: Management and the Audit Committee determined on Oct 30, 2023 that prior financials for 2022 and certain 2023 quarters should be restated; a material weakness related to specialty finance loan grading/nonaccrual and ACL determination was identified, discussed with the auditor, and subsequently remediated by year-end 2023 .
- Remediation: Management reported effective ICFR as of Dec 31, 2023 and described remediation steps completed in 2H23 (e.g., re-underwriting the specialty finance portfolio, establishing credit policy/risk committee) .
- Pay versus performance: Company disclosures show weak cumulative TSR values and negative net income in 2023–2024, providing context for 2025’s shift to Core ROAA-based long-term awards .
Compensation Committee & Benchmarking
- The Compensation Committee engages Pearl Meyer as independent consultant; compensation is benchmarked to similarly sized peer banks; the program emphasizes variable pay, long-term equity, double-trigger CIC, and prohibits option repricing and tax gross-ups .
Investment Implications
- Strengthening alignment: Moving to 100% performance-based restricted stock tied to Core ROAA for 2025 enhances pay-for-performance alignment for executive officers, including the CAO .
- Hedging risk: Absence of a hedging prohibition for employees/directors is a governance red flag that can dilute alignment and potentially mask directional exposure; investors may prefer formal anti-hedging/anti-pledging policies .
- Limited contractual protections: No disclosed employment agreement for the CAO implies limited severance/change-in-control obligations, reducing downside cost to shareholders if leadership changes are required .
- Ownership signal: Raynor’s baseline holdings on appointment were modest (6,885 shares including ESOP) with one legacy option; current individual ownership was not itemized in the 2025 proxy—monitor Section 16 filings for updated alignment and potential selling pressure at vesting dates (time-based awards typically vest ratably over three years; performance awards begin in 2025) .
- Controls credibility: The company addressed a 2023 restatement and material weakness with documented remediation by YE23; continued CAO oversight of reporting controls remains critical given recent history .