G. William Beale
About G. William Beale
G. William (“Billy”) Beale, 75, is President & CEO of Blue Ridge Bankshares, Inc. (the “Company”) and CEO of Blue Ridge Bank (the “Bank”). He joined the Bank as CEO in May 2023 and became CEO and a director of the Company in July 2023; he is nominated for a Board term expiring in 2028 . Beale earned a B.S. in Business Administration from The Citadel (1971) and graduated from the Southwestern Graduate School of Banking at SMU (1981) . Prior track record: as CEO of Union Bank & Trust (now Atlantic Union Bank) from 1991–2017, he grew assets from $180 million to $8.5 billion and generated a 10x total shareholder return . Pay-versus-performance disclosures show Blue Ridge’s cumulative TSR proxy tracker rising from 24.81 (2023) to 26.36 (2024) while net income was negative ($51.8M in 2023; $15.4M in 2024) as turnaround efforts continued .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Union Bank & Trust (now Atlantic Union Bank) | Chief Executive Officer | 1991–2017 | Scaled assets from $180M to $8.5B; created 10x TSR during tenure |
| Community Bankers Bank (Chesterfield, VA) | President & CEO | Nov 2018–Jul 2020 | Executive leadership at correspondent bank |
| Capital Bank; Security Bank | Executive and commercial lender | 1971–1989 | Lending and executive experience pre-Union tenure |
External Roles
No additional public-company directorships are disclosed for Beale in the latest proxy excerpts used here. He is a director of Blue Ridge Bankshares, Inc. and Blue Ridge Bank while serving as CEO .
Fixed Compensation
- 2025 Employment Agreement (amended and restated 1/23/2025) sets a minimum base salary of $547,000 and provides annual bonus opportunity up to 40% of base salary; annual long-term incentive target up to 60% of base salary .
- 2024 management base salary actions moved Beale’s base to $697,500 (from $547,000) to align with similar-sized peers .
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $354,498 | $697,500 |
| “Base Salary” program reference ($) | $547,000 (program baseline) | $697,500 (post-merit) |
Multi-year reported compensation:
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | $354,498 | $697,500 |
| Bonus (cash) | $195,866 | $279,000 |
| Stock Awards (grant-date FV) | $410,242 | $418,500 |
| Non-Equity Incentive | — | — |
| All Other Comp | $20,673 | $23,683 |
| Total | $981,279 | $1,418,683 |
Other policies and benefits:
- Clawback policy (adopted 2023) mandates recovery of excess incentive pay for restatement-related noncompliance over the prior three completed fiscal years .
- Limited perquisites (company vehicle/auto allowance), broad-based benefits (health, 401(k)) .
- “What we don’t do” includes: no golden parachute tax gross-ups; no option repricing; no SERP; no significant perquisites .
Performance Compensation
2024 annual incentives were determined on a discretionary basis due to transformation priorities (balance sheet repositioning, capital strengthening, stabilization) and are shown under “Bonus” in the SCT . 2024 LTI grants were 100% time-based RS to preserve stability amid business uncertainty; beginning in 2025, the plan shifts to 100% performance-based restricted stock with vesting tied to Core ROAA over three one-year measurement periods .
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Annual Cash Bonus | Discretionary (leadership during transformation) | N/A | N/A | $279,000 paid (SCT) | Paid for FY2024 performance |
| 2024 LTI (RS) | Time-based RS (stability focus) | 100% | N/A | Grant-date FV $418,500 (SCT); 170,122 RS outstanding (as of 12/31/24) | Vests 1/3 on each of 1st–3rd anniversaries of 3/1/2024 grant |
| 2023 LTI (RS) | Time-based RS (2013 plan event) | 50% | N/A | 18,542 time-based RS outstanding | Cliff vests at 3rd anniversary (7/1/2026) |
| 2023 LTI (PSU-equivalent) | Performance RS (ROAA) | 50% | ROAA (3-yr period) | 27,813 unearned shares outstanding | Vests at end of 3-yr period (7/1/2026), subject to ROAA and service |
| 2025 LTI Policy | Performance RS | 100% | Core ROAA | Not yet applicable | Three one-year performance periods; vesting tied to Core ROAA |
Pay versus performance (CEO) and shareholder return:
| Year | CEO Total Comp (SCT) ($) | CEO Compensation Actually Paid ($) | Value of $100 Investment (TSR tracker) | Net Income ($mm) |
|---|---|---|---|---|
| 2023 | 981,279 | 627,219 | 24.81 | -51.8 |
| 2024 | 1,418,683 | 1,551,499 | 26.36 | -15.4 |
Notes: 2024 bonus decisions emphasized leadership through restructuring; 2025 LTI increases performance at-risk weight (100% PSUs equivalent) tied to Core ROAA, indicating tighter pay-for-performance alignment going forward .
Equity Ownership & Alignment
- Beneficial ownership: 626,477 common shares (less than 1% of outstanding), including 159,770 unvested restricted shares and 400,000 shares held via affiliated/related holdings .
- Unvested/Outstanding awards (12/31/2024):
- 170,122 time-based RS granted 3/1/2024; market value $547,793 at $3.22/share .
- 18,542 time-based RS (7/1/2023) cliff vest 7/1/2026; 27,813 performance RS (7/1/2023) vest based on 3-year ROAA at period end; combined market/payout values shown in proxy .
- Insider alignment via capital infusion: on 4/3/2024, Beale purchased 100 shares of Series B Preferred at $10,000 per share ($1.0M) in the Company’s private placements .
- Hedging/pledging: The Company states it does not have practices/policies restricting hedging transactions by employees/directors (i.e., no anti-hedging policy disclosed) . No pledging disclosure located in the proxy excerpts reviewed [Search: none found; see failed pledge query].
- Insider trading/Section 16: A Form 4 for Beale reporting a March 2024 restricted stock award was filed late (noted in Section 16(a) delinquency disclosure) .
| Ownership Detail | Amount/Status |
|---|---|
| Beneficially owned common | 626,477 shares; <1% of 87,785,224 outstanding |
| Included unvested RS | 159,770 shares |
| Affiliated/related holdings | 400,000 shares |
| Series B Preferred (private placement) | 100 shares ($1.0M purchase, 4/3/2024) |
| Anti-hedging policy | None disclosed; Company lacks policies restricting hedging |
Employment Terms
- Term and renewal: Two-year term through 1/1/2027; automatically extends one year each January 1 unless either party gives 90-days’ notice of non-renewal .
- Role: President & CEO of Company; CEO of the Bank; service on Company and Bank boards while in effect .
- Target pay opportunities: Base salary minimum $547,000; annual cash bonus up to 40% of base; annual LTI up to 60% of base .
- Severance (non‑CIC): If terminated without cause or resigns for good reason, monthly salary plus 1/12 of highest annual bonus paid in prior two years, and welfare continuance, for the greater of 12 months or the remaining term .
- Severance (within 1 year post‑CIC): Lump sum equal to 2× (base salary as of termination or highest in 3 months pre‑CIC, if greater) + highest annual bonus in prior two years; plus welfare continuance; subject to release; with “best net” 280G cutback (no gross‑up) .
- Restrictive covenants: Confidentiality, non‑disclosure, non‑competition and non‑solicitation for 12 months post‑termination; if terminated for cause, non‑compete applies only if the Company pays base salary during the non‑compete period .
| Term/Trigger | Economics/Provision |
|---|---|
| Base/Target opportunities | Base ≥$547,000; bonus up to 40% of base; LTI up to 60% of base |
| Without cause / Good reason | Salary + 1/12 of highest prior 2-year bonus per month; welfare benefits; for ≥12 months or remaining term |
| CIC + qualifying termination (within 1 year) | Lump sum 2×(base + highest prior 2-year bonus); welfare; Section 4999 cutback (no gross-up) |
| Restrictive covenants | 12-month non‑compete/non‑solicit; special rule if “cause” termination |
Board Governance
- Role: Beale is a director; as an executive, he is not separately compensated for Board service .
- Committees and independence:
- Audit Committee: Cozart (Chair), Bost, Montano, Stokes; all independent; met 14 times in 2024 .
- Compensation Committee: Crowther (Chair), Patterson, Reynolds, Scavuzzo; all independent; met 8 times in 2024; retained independent consultant Pearl Meyer in 2023–2024 .
- Governance Committee: Patterson (Chair), Reynolds, Crowther, Woodruff; all independent; met 6 times in 2024 .
- Director pay (context for non-employee directors): 2024 annual retainers—$64,000 standard; $71,500 committee chairs; $74,000 Audit Chair; $100,000 Board Chair; additional committee retainers; directors could elect stock for a portion; Beale received no separate director pay .
- Declassification: Proposal to declassify the Board up for shareholder approval, signaling governance modernization .
Compensation Structure Analysis
- Mix shift: 2024 awarded 100% time-based RS due to uncertainty (lower risk for executives), but shifts to 100% performance-based RS in 2025 tied to Core ROAA (higher at-risk alignment) .
- Governance safeguards: Clawback adopted in 2023; double-trigger CIC vesting/severance; no tax gross‑ups; no repricing; no SERP .
- Benchmarking: Comp Committee seeks market-median positioning using peer data from independent consultant (Pearl Meyer); CEO compensation determined by independent directors .
- Say‑on‑Pay: First advisory vote at 2025 annual meeting as EGC status ended 12/31/2024; frequency vote included; next expected at 2028 depending on frequency outcome .
Related Party and Capital Structure Context
- Insider/strategic investor recapitalization: Beale’s $1.0M Series B Preferred purchase as part of 2024 private placements; new investors (e.g., Castle Creek, Lehman) obtained board designation rights, with multiple new independent directors joining in 2024; provides context for governance and control dynamics .
Risk Indicators & Red Flags
- No anti‑hedging policy: Company discloses it does not have practices or policies restricting hedging by employees/directors, an alignment concern for investors .
- Late Section 16 filing: Form 4 for Beale’s March 2024 RS award was filed late (along with certain others), indicating process gaps, though disclosed and corrected .
- 2024 discretionary cash bonuses: Awarded despite transformation period; while arguably warranted, discretion can weaken pay‑for‑performance optics; the shift to 100% performance-based LTI in 2025 should mitigate this risk .
Equity Award Detail (Vesting/Supply Overhang)
| Grant | Type | Unvested/Unearned Shares | Market/Payout Value Basis | Vesting Details |
|---|---|---|---|---|
| 3/1/2024 | Time-based RS | 170,122 | $547,793 at $3.22 (12/31/24) | 1/3 each on 1st, 2nd, 3rd anniversaries |
| 7/1/2023 | Time-based RS | 18,542 | $59,705 at $3.22 (12/31/24) | Cliff vest at 3rd anniversary (7/1/2026) |
| 7/1/2023 | Performance RS (ROAA) | 27,813 (unearned) | $89,558 at $3.22 (12/31/24) | Vests at end of 3‑yr period (7/1/2026), performance and service |
Note: 2025 LTI awards will be 100% performance-based with Core ROAA measured over three one-year periods (more frequent performance gates) .
Say‑on‑Pay & Shareholder Feedback
- 2025: First Say‑on‑Pay at the Annual Meeting; frequency vote included; as a smaller reporting company post‑EGC, disclosures continue under SRC standards .
- Compensation consultant independence reviewed; no conflicts identified (Pearl Meyer) .
Investment Implications
- Alignment improving: The 2025 move to 100% performance‑based RS tied to Core ROAA and existing clawback/double‑trigger provisions signal stronger pay‑for‑performance alignment versus 2024’s stability‑focused time‑based grants .
- Insider conviction: Beale’s $1.0M investment in Series B Preferred and significant common ownership (626,477 shares, including unvested) support skin‑in‑the‑game; however, the absence of an anti‑hedging policy is a governance risk investors should monitor .
- Supply overhang/timing: Notable vesting events in March 2025/2026/2027 (2024 time‑based RS) and July 2026 (2023 time‑based and performance RS) could create episodic selling pressure windows, subject to trading windows and personal liquidity needs .
- Retention/transition risk: Non‑CIC severance provides at least 12 months of salary and bonus lookback; CIC severance at 2× base+bonus with cutback (no gross‑up) balances retention with shareholder safeguards .
- Execution track record: Beale has demonstrated prior value creation (10x TSR at Union) and is leading a turnaround at BRBS; pay-versus-performance shows improving TSR tracker and narrowing losses, indicating early operational progress under his tenure .
All claims sourced from the Company’s 2025 DEF 14A proxy statement unless otherwise noted: background/biography , compensation program and amounts , employment terms , equity awards , ownership , hedging/insider trading policy and Section 16 , board/committees and director pay , and capital/board rights context .