Otis S. Jones
About Otis S. Jones
Otis S. Jones (age 64) has served as an independent director of Blue Ridge Bankshares, Inc. since June 2023. He is Sales Director for the Southeast Financial Services unit at ServiceNow and previously spent 36 years at IBM, most recently as Client Unit Director for Mid-Atlantic Financial Services. He holds a B.A. in Journalism and Public Relations from Norfolk State University and brings sales, technology, and financial services expertise with deep community ties in BRBS’s markets . The Board classifies him as independent; each director attended greater than 75% of aggregate board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Client Unit Director, Mid-Atlantic Financial Services; various roles over 36 years | 36 years (ended Mar 2021) | Led sales teams; accountable for client satisfaction, revenue, and profit across hardware/software/services and custom banking solutions |
| ServiceNow | Sales Director, Southeast Financial Services | Mar 2021–present | Technology-led sales within financial services; enterprise workflow platforms |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chesapeake Bay Foundation (CBF) | Trustee; Chair of Board of Trustees | Chair since Jan 2023 | Governance leadership for environmental nonprofit |
| Northern Neck Insurance Company | Director; Chair of Risk Committee; member Compensation Committee | Not disclosed | Oversight of risk and compensation at regional insurer |
| Virginia Council of Environmental Justice | Appointed member | 2-year term starting Jul 2020 | Advises on protection of vulnerable communities from environmental hazards |
| Chesterfield Public Education Foundation; Richmond Public Schools Education Foundation | Former Trustee and Vice President | Not disclosed | Community education governance |
| The Richmond Forum | Past Chair, Board of Trustees | Not disclosed | Civic leadership |
Board Governance
- Independence: The Board determined 12 of 13 directors are independent; Jones is independent (Beale is not) .
- Attendance: In 2024, the Company had 15 Board meetings and the Bank had 12; each director then serving attended >75% of aggregate Board and committee meetings .
- Leadership: Board Chair is Vance H. Spilman; Vice Chair is William W. Stokes (both non-management) .
- Committee assignments (current): Audit Committee (Cozart, Bost, Montano, Stokes); Compensation Committee (Crowther, Patterson, Reynolds, Scavuzzo); Governance Committee (Patterson, Reynolds, Crowther, Woodruff). Jones is not listed on these standing committees in the proxy .
- Risk oversight: Board utilizes an Enterprise Risk Management Committee to oversee strategic, credit, market, liquidity, operational/IT, compliance, and cybersecurity risks .
- Declassification: Board proposes declassifying the Board to annual elections phased in from 2026–2028 to enhance accountability .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $56,700 | Jones received cash retainer/fees; below standard base because committee/role mix and director elections vary; no equity grant recorded for him in 2024 |
| Stock Awards (2024) | $0 | No director restricted stock awarded to Jones in 2024 |
| Total (2024) | $56,700 |
Director retainer framework (for context): base annual retainer $64,000; committee chairmen $71,500; Audit Chair $74,000; Board Chair $100,000. Committee member annual retainers: Audit $5,600; Enterprise Risk $5,600; Compensation $3,600; Governance $2,500; Compliance $2,000. Directors may elect to receive a portion of retainer in common stock; five directors did so in 2024 .
Performance Compensation
| Metric/Plan Feature | Structure | Application |
|---|---|---|
| Director RS award vesting (2024 grants) | Unvested RS fully vest on Apr 30, 2025 if director attends at least 75% of aggregate Board and committee meetings over prior 12 months | Jones did not receive a 2024 RS award; metric applies to other directors only |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlock/Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Proxy lists public board service for Scavuzzo (TCBS, TCBX, PBHC) and McMullan (BCTF); Jones not listed on any public boards |
| Northern Neck Insurance Company | Private | Director; Chair Risk; member Comp | Insurance board oversight; no BRBS-related party transaction disclosed involving this entity |
| Governance dynamic | — | — | Castle Creek and Kenneth R. Lehman have board designation rights; current designees are McMullan and Scavuzzo; Montano is Lehman’s designee. This does not include Jones but shapes board power centers |
Expertise & Qualifications
- Sales and technology leadership in financial services; IBM and ServiceNow background .
- Risk governance experience (Risk Committee Chair at Northern Neck Insurance Company) .
- Community engagement and nonprofit governance (CBF Chair; prior education foundation roles) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned (as of Mar 20, 2025) | 12,495; less than 1% of outstanding shares |
| Unvested restricted stock (director) | Not listed for Jones (footnote shows unvested RS for other individuals) |
| Options/warrants | None disclosed for Jones |
| Pledged/hedged | No pledging disclosed; Company does not have a policy restricting hedging transactions by directors/employees (red flag for alignment) |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16 filings (2024) | Company notes several late filings for certain insiders; Jones not listed among those with late filings |
Governance Assessment
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Strengths:
- Independent director with strong technology and financial services sales background; external risk governance experience aligns with bank oversight needs .
- Board moving toward annual elections, improving accountability; non-management Chair/Vice Chair supports independent oversight .
- Attendance threshold embedded in director RS vesting enhances engagement (though Jones did not receive equity in 2024) .
-
Alignment considerations:
- Jones’s 2024 compensation was entirely cash ($56,700) with no stock grant; his beneficial ownership is modest at 12,495 shares, implying limited “skin in the game” relative to peers receiving RS awards .
- Company permits hedging (no anti-hedging policy), weakening alignment signal versus best practice (RED FLAG) .
-
Conflicts and related-party oversight:
- Board has no formal related person transaction policy; reviews are handled case-by-case by the Board and Governance Committee (RED FLAG relative to many peers with formal policies) .
- Jones serves on Northern Neck Insurance Company’s board; no BRBS-related transactions disclosed with that entity. Monitor potential dealings or shared services given sector proximity .
- Concentrated shareholder/designation rights (Castle Creek/Lehman) shape board composition; Jones is not a designee but investors should consider influence dynamics on committees and strategy .
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Engagement:
- Board reports each director attended >75% of meetings in 2024, satisfying attendance expectations; director RS for other board members tied to a 75% threshold further reinforces engagement norms .
Overall, Jones appears to be an independent, engaged director with relevant technology and risk oversight experience. Primary governance watch items are the lack of a formal related-party policy and the absence of anti-hedging restrictions, plus relatively low equity alignment for Jones in 2024 compared to peers receiving RS awards .