Judy C. Gavant
About Judy C. Gavant
Executive Vice President and Chief Financial Officer of Blue Ridge Bankshares, Inc. since February 2021 and President of Blue Ridge Bank, N.A. since April 2022; age 65; Certified Public Accountant (VA & TX) with 40+ years across accounting, taxation, finance, and M&A . Prior roles include CFO of Bay Banks/Virginia Commonwealth Bank (2018–2021) and senior accounting leadership at Xenith Bankshares (2010–2018), with earlier positions at Owens & Minor, Tredegar, Dominion Energy, and PwC . Pay-versus-performance disclosure shows cumulative TSR of 24.81 in 2023 and 26.36 in 2024, while net income improved from a loss of $51.8 million in 2023 to a loss of $15.4 million in 2024 . The 2024 compensation program emphasized discretion to recognize leadership through balance sheet repositioning, capital enhancement, and stabilization initiatives; beginning in 2025, all long-term equity awards are 100% performance-based on Core ROAA over three one-year measurement periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bay Banks of Virginia / Virginia Commonwealth Bank | EVP & CFO | Mar 2018–Jan 2021 | Led finance through merger integration into BRBS; public company finance and reporting |
| Xenith Bankshares, Inc. | SVP, Controller & Chief Accounting Officer; SVP, Controller & Principal Accounting Officer | Jul 2016–Jan 2018; Aug 2010–Jul 2016 | Public company SEC reporting, internal controls; led technical accounting and financial reporting |
| PwC | Audit and Tax | ~9 years | Public company auditing/tax foundation |
| Owens & Minor; Tredegar; Dominion Energy | Various finance roles | Prior to 2010 | Corporate finance and operations experience in Fortune 500 settings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dominion Energy Credit Union | Board Member | 17 years (prior) | Oversight in financial services cooperative |
| VCU School of Business Foundation | Board Member | Current | Academic-business governance and engagement |
| Big Brothers/Big Sisters; VCU Foundation | Non-profit Board Member | Prior | Community engagement and governance |
| Virginia Commonwealth University | Adjunct Professor | Prior | Talent development and education |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $378,000 | $385,560 |
| Bonus ($) | — | $115,000 |
| Stock Awards ($) | $165,371 | $154,225 |
| Non-Equity Incentive ($) | $75,000 | — |
| All Other Compensation ($) | $21,080 | $30,856 |
| Total ($) | $639,451 | $685,641 |
- Named executive officers participate in broad-based benefits (health, 401(k)) with limited perquisites such as company vehicle or auto allowance .
- Clawback policy adopted in 2023 for excess incentive compensation upon restatement (3-year lookback) .
- Company states “No golden parachute tax gross-ups,” no option repricing, and no below-FMV option grants .
Performance Compensation
- 2023 annual cash incentive tied to risk management, asset quality, held-for-investment loan growth, noninterest DDA growth, and net income; Ms. Gavant earned $75,000 under the plan .
- 2024 annual incentives were discretionary, recognizing leadership during transformation, balance sheet repositioning, capital enhancement, and stabilization; Ms. Gavant received a $115,000 discretionary bonus .
- 2025 LTI design: 100% performance-based restricted stock; metric is Core ROAA measured across three one-year periods; targets/weightings not disclosed; vesting tied to achievement over measurement periods .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Core ROAA (2025 LTI) | 100% of LTI awards | Not disclosed | Not disclosed | Not disclosed | Over 3 one-year periods; performance-based vesting |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 229,234 shares (<1% of outstanding) as of March 20, 2025 |
| Unvested Restricted Stock | 86,438 shares included in beneficial ownership |
| Stock Options | 7,500 currently exercisable included in beneficial ownership |
| ESOP/401(k) | 4,852 shares allocated to plan accounts |
| Outstanding Time-Based Awards | 62,693 (Mar 1, 2024 grant), 4,984 (Jul 1, 2023), 1,373 (Jul 20, 2022); vest evenly on 1st/2nd/3rd anniversaries |
| Outstanding Performance-Based Awards | 11,211 (Jul 1, 2023) and 4,119 (Jul 20, 2022) vest at end of 3-year period based on ROAA |
| Options (Exercisable) | 3,750 @ $13.15 expiring 6/7/2028; 3,750 @ $10.80 expiring 6/12/2029 |
| Hedging/Pledging | Company has no hedging policy restricting employee hedging; no pledging disclosures for Ms. Gavant |
| Insider Trading Policy | Company has adopted an insider trading policy |
Recent insider activity:
- Reported non-open market disposition (“Sale to Issuer”) of 6,177 BRBS shares on July 1, 2025; Form 4 filed July 25, 2025 .
- A late Form 4 filing was noted for a March 2024 restricted stock award (company-wide late filings disclosed) .
Employment Terms
- Amended and restated employment agreement dated January 23, 2025; term to January 1, 2027 with automatic one-year renewals unless non-renewed 90 days prior .
- Compensation: minimum base salary $360,000; annual cash bonus opportunity up to 30% of base salary; must receive an annual bonus in any year the Bank CEO receives one; annual LTI opportunity up to 30% of base salary .
- Severance (no change-in-control): base salary continuation for greater of remainder of term or 12 months plus welfare continuance benefit, subject to signed release .
- Change-in-control (within one year): lump sum equal to 2x the sum of (A) greater of base salary at termination or CIC date and (B) average of prior two years’ annual cash bonus; welfare continuance; outstanding unvested equity awards vest (performance awards at target); subject to release and Section 4999 excise tax cutback .
- Restrictive covenants: confidentiality, non-disclosure, non-competition and non-solicitation; non-compete and non-solicit for 12 months post-termination .
Compensation Committee Analysis
- Independent consultant Pearl Meyer engaged in 2023–2024; provided peer benchmarking and attended most Compensation Committee meetings; committee incorporates its advice in decision-making .
- Program positions pay elements around market median with differentiation by role/performance; 2024 LTIs were 100% time-based due to uncertainty; 2025 LTIs shifted to 100% performance-based tied to Core ROAA .
Performance & Track Record
- Company points to 2024 transformation: balance sheet repositioning, capital enhancement, and stabilization; discretionary bonuses were used to recognize executive leadership amid uncertainty .
- Pay-versus-performance: cumulative TSR of 24.81 (2023) and 26.36 (2024); net income improved to a loss of $15.4 million in 2024 from a $51.8 million loss in 2023 .
Fixed and Performance Compensation Details (Equity Grants/Vesting)
| Grant Type | Grant Date | Amount/Terms | Vesting |
|---|---|---|---|
| Time-based RS | Mar 1, 2024 | 62,693 shares | Evenly over 1st, 2nd, 3rd anniversaries |
| Time-based RS | Jul 1, 2023 | 4,984 shares | Cliff after 3 years |
| Perf-based RS (ROAA) | Jul 1, 2023 | 11,211 shares | End of 3-year performance period; employment through period |
| Time-based RS | Jul 20, 2022 | 1,373 shares | Evenly over 1st, 2nd, 3rd anniversaries |
| Perf-based RS (ROAA) | Jul 20, 2022 | 4,119 shares | End of 3-year performance period; employment through period |
| Options | Various | 3,750 @ $13.15 exp 6/7/2028; 3,750 @ $10.80 exp 6/12/2029 | All exercisable (assumed via Bay Banks acquisition) |
Governance and Say-on-Pay
- First advisory say-on-pay proposal at 2025 Annual Meeting; frequency vote recommended at three-year intervals .
- Committee interlocks: none; independent Compensation Committee; robust governance guidelines and charters on Investor Relations site .
Related Party / Capital Actions
- Participated in 2024 capital raise via Series B preferred purchasing 25 shares ($250,000) alongside Board/executives, with no warrants and no dividend/Conversion Rate protections for insiders per letter agreements .
- 2024 private placements raised $161.6 million; conversions completed; material shareholder base includes Lehman and Castle Creek with board designation rights .
Investment Implications
- Compensation alignment improving: shift to 100% performance-based equity tied to Core ROAA in 2025 enhances pay-for-performance through measurable profitability outcomes; discretionary 2024 cash bonuses were a bridge during remediation and capital actions .
- Retention risk moderate: employment agreement provides non-CIC salary continuation for up to remainder of term or 12 months and strong CIC protections (2x cash plus equity vesting at target), incentivizing continuity through strategic milestones and potential corporate events .
- Ownership alignment: beneficial ownership <1% with significant unvested RS and performance awards; periodic non-open market dispositions around vesting may create modest selling pressure, though these are typically administrative for tax withholding; hedging not restricted by policy is a governance watchpoint; no pledging disclosed .
- Execution risk: 2023–2024 losses and OCC consent order remediation context highlight ongoing risk management demands; compensation metrics now directly focus on Core ROAA to drive improved profitability and capital metrics .