Julien G. Patterson

About Julien G. Patterson

Independent director (age 73) serving since January 2021 after Blue Ridge’s acquisition of Bay Banks of Virginia, where he served on the board for over 20 years . Founder and past Chairman of OMNIPLEX World Services Corporation (protective security solutions) with a prior career at the CIA designing global security training programs; currently owns several small businesses in Virginia’s Northern Neck (~125 employees; ~$7 million revenue) . Education: undergraduate and honorary doctorate from Norfolk State University; prior service on NSU’s Board of Visitors . Chairs the Governance Committee; previously chaired the Compensation Committee .

Past Roles

External Roles

Board Governance

• Independence: Board determined 12 of 13 current members are independent; Patterson is among independent directors .
• Leadership: Chairs Governance Committee; previously chaired Compensation Committee .
• Attendance: In 2024, each director then serving attended >75% of Board and applicable committee meetings; Company Board met 15 times; Bank Board met 12 times .
• Committee membership and activity:
  • Governance Committee (Chair; met 6 times in 2024) .
  • Compensation Committee (Member; met 8 times in 2024) .

Fixed Compensation

• Standard 2024 director retainers:
  • Non-employee director annual retainer: $64,000; Committee chairs: $71,500; Audit Chair: $74,000; Board Chair: $100,000 .
  • Committee member retainers: Audit $5,600; Enterprise Risk $5,600; Compensation $3,600; Governance $2,500; Compliance $2,000; BRB Financial Group Board add-on $2,000 .
  • Directors may elect to receive a portion of retainer in Company stock; five directors elected stock .

• 2024 compensation actually received by Patterson:

Performance Compensation

• Equity structure: Directors received restricted stock awards in 2024 that fully vest on April 30, 2025 contingent on ≥75% attendance at Board and applicable committee meetings during the prior 12 months .
• Patterson’s 2024 equity award: 6,170 shares; grant-date fair value $21,904; unvested as of 12/31/2024; vests 4/30/2025 upon ≥75% attendance .

Other Directorships & Interlocks

Expertise & Qualifications

• Entrepreneurial operator and security industry founder (OMNIPLEX), with executive oversight and governance experience across state-level economic development and civic organizations .
• CIA background with global security training program design; pragmatic risk and operations orientation .
• Long-tenured financial services board experience (Bay Banks; Northern Neck Insurance) .

Equity Ownership

As of March 20, 2025.

Baseline denominator: 87,785,224 common shares outstanding .

Governance Assessment

• Strengths:

  • Independent director with deep governance exposure; chairs Governance Committee and previously chaired Compensation, signaling board confidence and influence on governance standards .
  • Engagement: Directors (including Patterson) met >75% attendance thresholds; his RSU vesting requires ≥75% attendance—an alignment signal tying equity to participation .
  • Ownership alignment: Material personal stake (341,442 shares), including RSUs and legacy options—demonstrates skin-in-the-game despite <1% overall percentage .

• Potential conflicts / related-party exposure:

  • Patterson’s local private businesses (~$7 million revenue; ~125 employees) operate in BRBS markets; the proxy notes the Company maintains ordinary-course banking relationships with directors and their associates without a formal related-person transaction policy, though Board and Governance Committee review significant conflicts—monitor for any lending or services to Patterson-controlled entities .
  • Interlock risk: Long prior service at Northern Neck Insurance Company; BRBS director Otis S. Jones is currently on NNIC’s board (Risk Chair). If BRBS or its customers have material dealings with NNIC, potential information flow/conflict warrants oversight .

• Policy gap / RED FLAG:

  • The Company “does not have any practices or policies” restricting employees/directors from hedging or offsetting declines in BRBS stock (e.g., collars, swaps). Absence of a hedging prohibition is a governance weakness versus best practice; investors may prefer explicit bans and pledging restrictions .

• Committee effectiveness:

  • Compensation Committee is fully independent; uses an independent compensation consultant (Pearl Meyer) and peer benchmarking—process discipline is robust. Patterson’s prior chair role suggests familiarity with compensation governance .

• Board structure and investor confidence:

  • Ongoing transition away from a classified board: Governance Committee recommended and the Board re-advanced declassification, subject to an 80% shareholder approval threshold—positive governance momentum improving annual accountability .

Director Compensation (Program Context)

Compensation Committee Analysis

Say-on-Pay & Shareholder Feedback (Context)

• First advisory say-on-pay at 2025 Annual Meeting; the Board recommends triennial frequency—monitor outcomes for investor sentiment on pay governance; although executive-focused, committee credibility impacts overall governance quality .

Insider Trading / Section 16 Compliance

• Company disclosed certain late filings for other insiders in 2024; no late Section 16 reports indicated for Patterson .

RED FLAGS Summary

• Lack of anti-hedging policy for directors/employees—consider enhanced governance commitments .
• Potential local-business related-party exposure; no formal related-person policy, though Board/Governance Committee review transactions—requires monitoring .
• Interlock at NNIC with another BRBS director—ensure conflict management and disclosure if counterparties overlap .