M. Dean Brown
About M. Dean Brown
M. Dean Brown, age 60, has served as Chief Operations and Technology Officer of Blue Ridge Bank, N.A. since August 2023. He brings 35+ years of technology and operational leadership, previously holding enterprise operations and CIO roles at Atlantic Union Bank (2015–2022) and Intersections, Inc. (2011–2015); he holds a BS in Business Information Systems (VCU) and a Master’s in Project Management (GWU) . Company performance context during his tenure: Q3 2025 net income rose to $5.6M vs. $1.3M in Q2 (boosted by $3.0M loan fee income), with NIM at 3.60% and TCE/TA at 14.2% . Pay-versus-performance disclosure shows cumulative TSR “value of $100” at 24.81 (2023) and 26.36 (2024), alongside net losses in those years (-$51.8M in 2023; -$15.4M in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlantic Union Bank | EVP, Enterprise Operations & CIO | 2015–2022 | Led enterprise operations and technology for a regional bank |
| Intersections, Inc. | EVP & Chief Operations and Information Officer | 2011–2015 | Oversaw operations and information systems at a consumer services firm |
| Advance America | CIO | — | Senior technology leadership (CIO role) |
| Upromise | CIO | — | Senior technology leadership (CIO role) |
| Capital One – Health Care Finance/AmerfiFee | CIO | — | Senior technology leadership in healthcare finance segment |
Fixed Compensation
| Year/Agreement | Base Salary ($) | Target Bonus % | Actual Bonus ($) | LTI Target % | Notes |
|---|---|---|---|---|---|
| 2024 (paid) | 365,726 | Up to 30% (per 2025 Brown Agreement) | 115,000 (discretionary) | Up to 30% (per 2025 Brown Agreement) | 2024 merit adjustments effective Feb 1, 2024; Committee used discretion given transformation year |
| 2025 Brown Agreement (minimums) | 345,000 (minimum) | Up to 30% | — | Up to 30% | Two-year term to 1/1/2027 with annual auto-renewals unless 90-day notice |
2024 “Bonus” was discretionary, reflecting leadership during balance sheet repositioning and stabilization efforts (no formulaic plan for 2024) .
Performance Compensation
Equity Awards at FY-end 2024 (Outstanding and Vesting)
| Grant Date | Award Type | Shares Unvested | Market Value at 12/31/24 ($) | Vesting Schedule |
|---|---|---|---|---|
| Mar 1, 2024 | Time-based restricted stock | 52,034 | 167,550 (at $3.22) | Vests evenly on 1st/2nd/3rd anniversaries of grant, subject to continued employment |
| Aug 31, 2023 | Time-based restricted stock | 6,667 | 21,468 (at $3.22) | Cliff vests at 3rd anniversary (Aug 31, 2026), subject to continued employment |
Additional grant-date value recorded for 2024 equity in SCT: $128,004 .
Incentive Design and Metrics
| Year | Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting/Measurement |
|---|---|---|---|---|---|---|---|
| 2024 | Annual cash (discretionary) | Leadership in transformation, stabilization priorities (Committee discretion) | N/A | N/A | N/A | 115,000 | Cash, year-end |
| 2024 | LTI equity | Time-based RS only in 2024 due to goal-setting uncertainty | 100% time-based | N/A | N/A | N/A | 3-year ratable vesting |
| 2025 (forward plan) | LTI equity | Core ROAA | 100% PSAs | Not disclosed | N/A | N/A | Three one-year measurement periods; vesting tied to Core ROAA |
| 2025 (context) | LTI equity program activity | PSAs totaling 3.4M shares were granted to certain executive officers on Apr 29, 2025 (company-level disclosure) | — | — | — | — | PSAs vest contingent on achieving financial goals over specified period(s) |
Note: The 2025 PSA grant total is at the company level (allocation by executive not disclosed) .
Equity Ownership & Alignment
| As of | Total Beneficial Shares | % of Shares Outstanding | Unvested RS Included | Stock Options (Exercisable) | Hedging/Pledging Notes |
|---|---|---|---|---|---|
| Mar 20, 2025 | 56,846 | ~0.065% (=56,846 / 87,785,224) | 53,513 (included in total) | 0 (none listed for Brown) | Company states it does not have practices or policies regarding employee/director hedging transactions (no anti-hedging policy disclosed) |
- Group ownership: all directors/executive officers as a group held 3.08% as of Mar 20, 2025 .
- Ownership guidelines/pledging: No explicit stock ownership guideline or pledging policy disclosure located in the proxy excerpts reviewed; hedging prohibition not in place per disclosure .
Vesting-related supply considerations:
- 2023 grant: 6,667 shares cliff vest on 2026-08-31, subject to continued employment .
- 2024 grant: ~17,345 shares vest annually each on 2025-03-01, 2026-03-01, 2027-03-01 (1/3 of 52,034), subject to continued employment .
Employment Terms
| Item | Terms |
|---|---|
| Title/Role | Chief Operations and Technology Officer (Bank) |
| Agreement Date | Amended and Restated Employment Agreement dated Jan 23, 2025 (“2025 Brown Agreement”) |
| Term | Two-year term expiring Jan 1, 2027; auto-renews 1 year each Jan 1 unless 90-day notice of non-renewal |
| Base Salary | Minimum $345,000 per year |
| Annual Bonus | Opportunity up to 30% of base salary |
| LTI Target | Opportunity up to 30% of base salary |
| Non-Compete/Non-Solicit | 12 months post-termination; if terminated for cause, non-compete operative only if Company continues base salary during non-compete period |
| Severance (No CIC) | For termination without cause or resignation for good reason: monthly base salary + 1/12 of highest annual bonus paid/payable for two preceding years, for the greater of 12 months or remaining term; plus welfare continuance; subject to release |
| Severance (CIC within 1 year, Double-Trigger) | Lump sum = 2x [(A) annual base salary (greater of termination date or highest in 3 months pre-CIC) + (B) highest annual bonus paid/payable for two preceding years]; plus welfare continuance; subject to release |
| 280G Cutback | Payments/benefits reduced to avoid 4999 excise tax unless no-cutback yields better after-tax outcome (exec responsible for taxes if no cutback) |
| Clawback | Company policy mandates recoupment of excess incentive comp upon restatement for 3 prior fiscal years (adopted 2023; NYSE/SEC compliant) |
Performance & Track Record
- Transformation highlights: Company fully exited fintech BaaS deposits in 12 months, reduced problem assets (NPAs down ~65% from Q3’23 to Q3’25), strengthened capital (raised $152M net common equity to support remediation), and added key risk/compliance hires .
- Q3 2025 results: net income $5.6M (vs $1.3M prior quarter, aided by $3.0M loan fee income); NIM 3.60%; TCE/TA 14.2% .
- Expense discipline: noninterest expense declined to $20.0M in Q3’25 (from $26.5M in Q3’24), with salary/benefit expense reflecting severance and PSA expense; headcount reduced to 311 (from 333 prior quarter) .
Compensation Structure Analysis
- Cash/equity mix: 2024 total $652,987 comprised salary $365,726, discretionary bonus $115,000, stock awards (grant-date) $128,004, other comp $44,257 .
- Shift in LTI design: 2024 equity was 100% time-based (retention, stability) with 3-year vesting; from 2025 all LTI is performance-based with Core ROAA over three one-year measurement periods (increasing pay-for-performance sensitivity) .
- Benchmarking: Committee targets around market median, using Pearl Meyer as independent consultant; decisions incorporate company performance, role responsibilities, and peer comparisons .
- Clawback in place since 2023 (SEC/NYSE aligned) .
- Anti-hedging: Company states it does not have practices/policies restricting hedging by employees/directors (a governance red flag relative to peers) .
Say-on-Pay & Shareholder Feedback
- First say-on-pay vote held at 2025 Annual Meeting; next frequency expected by 2028 depending on Proposal 4 outcome (advisory) .
Investment Implications
- Alignment and incentives: 2025 move to 100% PSAs tied to Core ROAA should tighten pay-for-performance linkage for operating executives like Brown; monitor Core ROAA targets and subsequent PSA vesting outcomes and expense accruals for leading signals .
- Selling pressure windows: Time-based tranches around 2025-03-01, 2026-03-01, 2027-03-01 (from 2024 grant) and Aug 31, 2026 (from 2023 grant) could create Form 4 activity and minor supply; overall ownership is small (~0.065% of outstanding), so market impact is likely limited .
- Governance risk: Absence of an anti-hedging policy increases misalignment risk versus best practices; consider this in governance scoring and engagement priorities .
- Retention/CIC economics: Double-trigger CIC benefits at 2x salary+bonus and robust non-CIC severance (≥12 months or remaining term) support retention during ongoing transformation but can raise perceived deal costs; watch for any renegotiations if strategic alternatives arise .
- Dilution/overhang context: Company-level 2025 PSAs (3.4M shares total to certain executives) and prior share increases may weigh on TBV per management disclosures; TBV per share note excludes PSA impact (-$0.16 to -$0.14), signaling equity overhang considerations for investors .