Randolph N. Reynolds, Jr.
About Randolph N. Reynolds, Jr.
Randolph N. Reynolds, Jr., 59, is an independent director of Blue Ridge Bankshares, Inc. He joined the Board following the acquisition of Bay Banks in January 2021 and is a Partner at Reynolds Development Company, a private commercial real estate firm; he previously held multiple management roles at Reynolds Metals Company in Richmond and internationally. He serves as Vice President of the Henrico Police Foundation and on Virginia Commonwealth University’s Engineering Board of Trustees and Real Estate Facilities Academic and University Resources Committees; he holds a B.A. in Economics from the College of William & Mary . Board tenure in the matrix is shown as 6 years, and he is classified as independent .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Reynolds Development Company | Partner | Not disclosed | Commercial real estate specialization; market knowledge contributor |
| Reynolds Metals Company | Various management roles | Not disclosed | International and Richmond experience; senior management perspective |
| Community banking boards | Director (unspecified institutions) | Over 10 years | Community bank board experience |
External Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| Henrico Police Foundation (Richmond, VA) | Vice President | Not disclosed | Community engagement |
| VCU Engineering Board of Trustees | Trustee | Not disclosed | University governance |
| VCU Real Estate Facilities Academic & University Resources Committees | Member | Not disclosed | Facilities/real estate oversight |
Board Governance
- Committee memberships: Compensation Committee (member); Governance Committee (member). Compensation Committee chaired by Dr. Elizabeth H. Crowther; Governance Committee chaired by Julien G. Patterson .
- Committee activity in 2024: Compensation Committee met 8 times; Governance Committee met 6 times .
- Independence: Board determined 12 of 13 current directors are independent; Reynolds is indicated as independent in the skills matrix .
- Attendance and engagement: In 2024, there were 15 Company Board meetings and 12 Bank Board meetings; each director then serving attended >75% of aggregate Board and committee meetings .
- Executive sessions: Non-employee director executive sessions generally held at each Board meeting .
- Board leadership: Chair is non-management director (Vance H. Spilman); Vice Chair is William W. Stokes .
- Governance evolution: Board proposed declassification and reduction from 13 to 11 directors effective at the 2025 Annual Meeting, subject to shareholder approval .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Reynolds) | 57,959 | No stock awards in 2024 |
| Total (Reynolds) | 57,959 | — |
Director retainer and committee fees (structure for 2024):
| Role/Fee Type | Annual Cash Retainer ($) |
|---|---|
| Non-employee director | 64,000 |
| Committee Chairman (general) | 71,500 |
| Audit Committee Chairman | 74,000 |
| Chairman of the Board | 100,000 |
| Audit Committee member | 5,600 |
| Enterprise Risk Management Committee member | 5,600 |
| Compensation Committee member | 3,600 |
| Governance Committee member | 2,500 |
| Compliance Committee member | 2,000 |
| BRB Financial Group, Inc. Board (additional retainer) | 2,000 |
| Stock retainer election option | Available; five directors elected stock for a portion of retainer |
Performance Compensation
- Equity awards: Reynolds received no stock awards in 2024 .
- Plan context: Under the Amended and Restated 2023 Stock Incentive Plan, the Compensation Committee has granted restricted stock awards to directors; options and RSUs are authorized but, to date, only restricted stock has been granted .
2024 director restricted stock vesting metric (applies to recipients listed below):
| Metric | Threshold | Measurement Period | Vesting Date | Recipients (Shares) |
|---|---|---|---|---|
| Attendance (Board + committees) | ≥75% | 12 months ending Apr 30, 2025 | Apr 30, 2025 | Bost 8,216; Patterson 6,170; Spilman 8,216; Stokes 5,718; Woodruff 6,244 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Reynolds (others listed: Scavuzzo—TCBS, TCBX, PBHC; McMullan—BCTF) |
| Investor designation rights | Castle Creek may designate two board members; Lehman may designate one, subject to ownership thresholds (McMullan and Scavuzzo designated by Castle Creek; Montano by Lehman) |
Expertise & Qualifications
- Board skills matrix indicates contributions across accounting/finance, corporate governance/ethics, executive experience, mergers & acquisitions, risk management, and strategic planning/oversight .
- Commercial real estate expertise and senior management experience; strong community involvement in BRBS market areas .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Randolph N. Reynolds, Jr. | 32,712 | <1% (based on 87,785,224 shares outstanding) | No unvested restricted stock listed for Reynolds |
Group and major holders (context):
- Directors and officers as a group (19 individuals): 2,706,479 shares; 3.08% .
- 5% holders include Kenneth R. Lehman (29,998,257; 30.68%), Castle Creek Capital Partners VIII, L.P. (17,285,078; 18.48%) .
Governance Assessment
- Strengths: Independent director with service on Compensation and Governance Committees; Board and committee attendance >75% in 2024; independent chair structure and regular executive sessions support oversight .
- Alignment: Reynolds did not elect stock retainer nor receive a 2024 stock award; his ownership is 32,712 shares (<1%), which is modest relative to outstanding shares; five peers elected stock portions of retainer in 2024, indicating mixed equity alignment among directors .
- Compensation governance: Compensation Committee uses independent advisor Pearl Meyer; independence reviewed under SEC/NYSE/Dodd-Frank criteria and determined compliant .
- Related-party risk: The Company has no formal related person transaction policy; Board reviews proposed related transactions and Governance Committee reviews significant conflicts—this oversight without a formal policy is a governance red flag in banks with significant insider/customer relationships .
- Ownership and influence dynamics: Investor designation rights (Castle Creek/Lehman) shape board composition; while Reynolds is independent and not an investor designee, this dynamic warrants monitoring for potential influence on committee deliberations .
- Potential conflicts: Reynolds’ role in commercial real estate could present exposure if the bank enters transactions with entities he is affiliated with; no such related-party transactions are disclosed for Reynolds. Ordinary-course banking relationships with directors are acknowledged and said to be on market terms .
RED FLAGS
- Absence of a formal related-person transaction policy; reliance on Board-level review instead of codified procedures .
- Concentrated shareholder designation rights that can influence board composition, including committee membership .
Monitoring Items
- Verify future equity grants and whether Reynolds adopts stock retainer elections to enhance alignment .
- Continue to review proxy disclosures for any related-party transactions involving Reynolds’ real estate interests; none disclosed to date .
- Track attendance-linked vesting conditions as ongoing engagement signal; while Reynolds had no 2024 award, vesting standards remain relevant to director performance culture .