Heather M. Cozart

About Heather M. Cozart

Heather M. Cozart, 48, has served as an independent director of Blue Ridge Bankshares, Inc. since June 2023 and is a Class III director with a term expiring in 2026 . She is a Certified Public Accountant licensed in North Carolina, holds a B.S. in Accounting and Business Administration/Finance Concentration from Salisbury State University, and previously served as an audit and advisory partner at FORVIS LLP (formerly DHG LLP) with leadership roles including office managing partner and membership on DHG’s executive committee; earlier she led technical accounting and financial reporting at two publicly traded financial services companies . Cozart is NACD Directorship Certified and completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program, earning the CERT Certificate in Cybersecurity Oversight . She currently serves on the Board of Trustees of Blue Cross and Blue Shield of North Carolina, chairing its audit committee and serving on its people and culture committees .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; members include Cozart (Chair), Bost, Montano, Stokes .
• Independence: All Audit Committee members are independent under NYSE and SEC rules and meet Rule 10A‑3; Cozart and each member qualify as “audit committee financial expert” per SEC regulations .
• Attendance: In 2024, the Company’s Board met 15 times and the Bank’s Board met 12 times; each director then serving attended >75% of aggregate Board and committee meetings .
• Engagement: The Audit Committee met 14 times in 2024, overseeing financial statement integrity, internal controls, compliance, auditor independence/performance, internal audit, risk management, and tax policies .
• Executive sessions: The Board generally holds executive sessions of non‑employee directors at each Board meeting; at least one annually for CEO evaluation .
• Board structure: 12 of 13 current directors are independent; the Chair (Vance H. Spilman) and Vice Chair (William W. Stokes) are non‑management directors, with CEO separate; declassification of the board proposed for shareholder approval, transitioning to annual elections beginning with the 2026 meeting without shortening existing terms .

Fixed Compensation

• 2024 director compensation framework: Non‑employee directors received a $64,000 annual retainer; Committee Chairs received $71,500, Audit Committee Chair $74,000, Chairman of the Board $100,000; committee member retainers—Audit $5,600, Enterprise Risk Management $5,600, Compensation $3,600, Governance $2,500, Compliance $2,000; additional $2,000 for service on BRB Financial Group board; directors could elect to receive a portion of retainer in Company common stock, and five directors did so .
• Note: Cozart’s reported 2024 cash fees were $58,985 with no stock awards; the Proxy provides the retainer schedule above but does not disclose the allocation details per director beyond the aggregate table .

Performance Compensation

• Cozart received no equity awards in 2024 per the director compensation table .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills: Accounting & Finance; Corporate Governance/Ethics; Cybersecurity; Executive Experience; M&A; Risk Management; Strategic Planning/Oversight—board skills matrix attributes Cozart these competencies .
• Credentials: CPA (NC), NACD Directorship Certified, CERT Cybersecurity Oversight certificate .
• Sector experience: Extensive financial services audit/advisory and SEC reporting expertise as former audit partner; technical accounting leadership at public financial services companies .

Equity Ownership

• Footnotes indicate unvested restricted stock holdings for several directors but do not list Cozart among those with unvested director awards as of March 20, 2025 .
• The “Certain Relationships and Related Party Transactions” section does not identify any transaction involving Cozart; the Company engages in ordinary‑course banking relationships with directors on market terms .

Governance Assessment

• Strengths:
  • Audit Committee leadership and financial expert designation support robust oversight of reporting quality and controls; the Committee met 14 times in 2024, reflecting high engagement in risk and audit matters .
  • Independence affirmed under NYSE/SEC rules and Rule 10A‑3; >75% attendance and regular executive sessions indicate active participation and independent oversight .
  • Deep technical accounting and SEC expertise and external audit chair role at Blue Cross NC enhance governance capacity and risk oversight .
• Alignment/Ownership:
  • Beneficial ownership of 46,495 shares (less than 1% of outstanding) aligns interests, though 2024 compensation was entirely cash for Cozart (no equity grant), whereas the Company offers stock election options to directors .
• Potential Conflicts/Red Flags:
  • The Company has not adopted a formal related‑person transaction policy; while the Board reviews such transactions case‑by‑case and the Governance Committee reviews significant conflicts, this absence of a formal policy is a governance weakness for conflict prevention and consistency .
  • Ordinary‑course banking relationships with directors and their associates are ongoing; while stated to be on market terms and without abnormal risk, continued monitoring is prudent .
• Structural Signals:
  • Declassification proposal moves the board toward annual elections beginning with the 2026 cycle; generally viewed as improving accountability, though no immediate effect on current terms .

Investor takeaways: Cozart’s audit chair role, financial expert status, and heavy committee workload are positives for investor confidence in reporting integrity. Her lack of equity awards in 2024 modestly tempers ownership alignment relative to peers who elected stock; the Company’s lack of a formal related‑party policy warrants attention despite stated Board/Governance Committee oversight .