Grace M. Vallacchi
About Grace M. Vallacchi
Grace M. Vallacchi, 61, is Executive Vice President and Chief Risk Officer (CRO) of Blue Ridge Bankshares, Inc. (BRBS) and Blue Ridge Bank, N.A., serving since March 2024, after initially joining as Deputy Chief Risk Officer earlier in Q1 2024 . She previously served as EVP & CRO at OceanFirst Bank and OceanFirst Financial Corp (2017–2023), following 15 years at the Office of the Comptroller of the Currency (OCC) in senior supervisory roles, and earlier commercial banking roles at First Fidelity Bank and First Union Bank . Company performance context during her tenure includes cumulative shareholder return (value of $100 initial investment) of $26.36 in 2024 and $24.81 in 2023, with net losses of $15.4 million in 2024 and $51.8 million in 2023, reflecting a multi-year remediation and transformation period in which management emphasized regulatory remediation and risk rigor, including wind-down of BaaS exposures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Ridge Bankshares, Inc. / Blue Ridge Bank, N.A. | EVP & Chief Risk Officer | Since Mar 2024 | Enterprise risk leadership during regulatory remediation; strengthening risk management rigor |
| Blue Ridge Bankshares, Inc. / Blue Ridge Bank, N.A. | Deputy Chief Risk Officer | Q1 2024 | Bolstered risk and compliance functions as part of leadership rebuilding |
| OceanFirst Bank, N.A. / OceanFirst Financial Corp. | EVP & Chief Risk Officer | Sep 2017–Sep 2023 | Led enterprise risk framework at a publicly traded bank holding company |
| Office of the Comptroller of the Currency | Associate Deputy Comptroller, Northeastern District | 2016–2017 | Senior bank supervision and risk oversight |
| Office of the Comptroller of the Currency | Assistant Deputy Comptroller | 2012–2016 | Regulatory risk oversight and supervision management |
| First Fidelity Bank | Corporate Relationship Manager | ~10 years (early career) | Commercial banking and credit relationship management |
| First Union Bank | Commercial Underwriter | ~10 years (early career, included above tenure) | Underwriting and credit risk analysis |
Fixed Compensation
BRBS’s executive pay framework (applies to executive officers) emphasizes:
- Base salary (fixed cash) set with market benchmarking, role, and performance considerations .
- Annual incentive (variable cash) with discretion used in 2024 to recognize leadership during transformation, rather than formulaic targets .
- Long-term incentives (equity, variable): 2024 grants were 100% time-based restricted stock with three-year ratable vesting due to goal-setting uncertainty; beginning 2025, grants are 100% performance-based restricted stock tied to Core ROAA over three one-year performance periods .
| Pay Element | How It’s Paid | Purpose |
|---|---|---|
| Base Salary | Cash (Fixed) | Competitive pay to attract/retain executive talent |
| Annual Incentive | Cash (Variable) | Reward annual financial/strategic objectives, with 2024 discretion applied |
| Long-Term Incentive (2024) | Time-based Restricted Stock | Retention/stability during uncertainty; vests evenly over 3 years |
| Long-Term Incentive (2025+) | Performance-based Restricted Stock | Align with Core ROAA across three one-year measurement periods |
Note: Ms. Vallacchi’s individual base salary, target/actual bonus, and grant values are not disclosed in the proxy; BRBS disclosed such details only for named executive officers (CEO, CFO, COTO) .
Performance Compensation
BRBS redesigned performance equity for 2025 to strengthen pay-for-performance alignment around Core ROAA.
| Metric | Weighting | Target | Actual | Payout Mechanism | Vesting |
|---|---|---|---|---|---|
| Core Return on Average Assets (Core ROAA) | 100% of 2025 long-term equity awards for executive officers | Not disclosed | Not disclosed | Performance-based restricted stock | Three one-year performance periods (annual measurement within a 3-year structure) |
| Time-based retention equity (transitional 2024 design) | 100% of 2024 long-term equity for executive officers | N/A | N/A | Time-based restricted stock | Evenly on 1st, 2nd, 3rd anniversaries of grant |
Additional features:
- Clawback policy (SEC/NYSE-compliant): mandatory recoupment of excess incentive compensation upon material restatements, covering prior three fiscal years .
- Equity plan prohibits dividends until vesting; no share recycling; grants at fair market value .
- Compensation governance “What We Do/Don’t Do”: double-trigger vesting and severance upon change in control; no tax gross-ups; no option repricing/exchange .
Equity Ownership & Alignment
- Beneficial ownership for Ms. Vallacchi is not tabulated in the 2025 proxy; only directors and named executive officers are listed (CRO is not an NEO) .
- Section 16 compliance: Ms. Vallacchi’s Form 3 was filed late in 2024 (administrative lapse), with no other insider transaction details provided in the proxy .
- Hedging policy: BRBS states it does not maintain hedging policies restricting employees/directors from using hedging instruments to offset declines in BRBS stock; investors may view this as a misalignment risk vs. typical anti-hedging governance practices .
- Insider trading policy is in place governing transactions by directors, officers, and employees .
- Stock ownership guidelines for executives are not disclosed in the 2025 proxy .
Employment Terms
- BRBS disclosed employment/change-in-control agreements for CEO, CFO, and Chief Operations & Technology Officer, but not for CRO. Therefore, Ms. Vallacchi’s employment contract, severance, and change-in-control terms are not disclosed in the proxy .
- Company-level practices include “double-trigger” vesting and severance benefits upon a change in control for executive officers, and clawback coverage for incentive compensation .
Risk Indicators and Red Flags
- Late Section 16 Form 3 filing for Ms. Vallacchi in 2024 (procedural, but signals filing control gaps early in tenure) .
- No hedging policy for employees/directors, which can undermine equity alignment and expose to hedging/pledging risks if not otherwise controlled .
- Company context: multi-year negative net income and depressed TSR values, consistent with transformation/remediation period, elevating execution risk in risk/compliance and capital actions .
Performance & Track Record
- BRBS management highlighted that adding Grace Vallacchi (risk) and the Chief Compliance Officer strengthened risk and compliance rigor; progress reported on OCC-required remediation and BaaS wind-down .
- Governance structures show strong board-level risk oversight (Enterprise Risk Management Committee), aligning with CRO role focus .
Compensation Committee and Benchmarking
- Independent Compensation Committee; uses independent consultant Pearl Meyer for compensation studies vs peer banks and attends majority of meetings (2023–2024), guiding program redesign and competitive positioning .
- 2025 shift to 100% performance-based equity indicates stronger measurement discipline post-uncertainty period .
Investment Implications
- Alignment: 2025 performance equity tied to Core ROAA and clawback adoption enhance pay-for-performance discipline and accountability; however, absence of anti-hedging policy is a misalignment risk .
- Retention risk: Lack of disclosed CRO employment/severance terms creates uncertainty around retention economics; compare to disclosed robust CIC/termination protections for CEO/CFO/COTO .
- Insider pressure: No disclosed CRO ownership or vesting schedules in proxy; filing timeliness issues (late Form 3) suggest the need to monitor future Form 4/5s for potential selling pressure or grant patterns .
- Execution risk: CRO’s regulatory and OCC background aligns well with BRBS’s continued remediation and risk tightening; effectiveness of Core ROAA-driven incentives should be monitored as financial performance stabilizes and capital actions proceed .