Stanley A. Roberts
About Stanley A. Roberts
Executive Vice President and General Counsel of Blue Ridge Bankshares, Inc. and Blue Ridge Bank, N.A. since August 2024; age 48. Previously a commercial litigator focused on financial institutions at McGuireWoods LLP (2012–2024), after roles at Sullivan & Cromwell LLP (2007–2012) and a clerkship at the U.S. Court of Appeals for the Second Circuit (2005–2007) . Since his start (Aug 2024), BRBS’s quarterly net income improved from $0.946M in Q3 2024 to $5.603M in Q3 2025, while the bank also achieved termination of its OCC Consent Order in Nov 2025, reducing regulatory overhang . The company’s 2024–2025 executive pay framework shifted from 100% time-based equity in 2024 (stability focus) to 100% performance-based awards in 2025 tied to Core ROAA, linking incentives more tightly to operating results .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| McGuireWoods LLP | Commercial litigator focused on financial institutions | 2012–2024 | Deep financial institutions litigation expertise relevant to BRBS regulatory, risk, and contractual matters . |
| Sullivan & Cromwell LLP | Commercial litigator | 2007–2012 | Large‑cap litigation experience, complex financial services matters . |
| U.S. Court of Appeals for the Second Circuit | Law Clerk | 2005–2007 | Appellate training on complex legal analysis and drafting . |
External Roles
No external public-company directorships or board committee roles disclosed for Roberts in the reviewed filings .
Fixed Compensation
- Individual salary/bonus for Roberts was not disclosed as he was not a named executive officer in 2024; BRBS publishes NEO details only (CEO, CFO, COO/Tech) .
- Program design: base salary plus annual cash incentive; the Compensation Committee used discretion on 2024 bonuses due to transformation efforts (balance sheet repositioning, capital strengthening), and maintained competitive benchmarking with Pearl Meyer .
Performance Compensation
- Long-term incentives: 2024 grants to executive officers were 100% time-based restricted stock vesting ratably over three years (stability during uncertainty). From 2025, all executive equity awards are 100% performance-based restricted stock with vesting tied to Core ROAA over three one‑year measurement periods (performance focus) .
| Plan year | LTI vehicle | Weighting | Performance metric | Vesting cadence |
|---|---|---|---|---|
| 2024 | Restricted Stock (time-based) | 100% time-based | N/A | Evenly on 1st/2nd/3rd anniversaries . |
| 2025 | Performance-based Restricted Stock | 100% performance-based | Core ROAA (three 1‑yr periods) | Earned based on goal achievement; vests per plan . |
Equity plan features: double‑trigger vesting on CIC for time‑based awards if not assumed (or on qualifying termination post‑CIC if assumed); performance awards pro‑rated on actual results through CIC; plan prohibits repricing and dividend payments before vesting .
Equity Ownership & Alignment
- Section 16 compliance: BRBS disclosed that a Form 3 for Roberts (and several others) was filed late (insider reporting timeliness issue) .
- Hedging/pledging: The company states it does not have policies restricting employee/director hedging transactions—an atypical practice that can weaken alignment if hedging is used .
- Clawback: Mandatory recovery policy aligned with NYSE/SEC rules for restatements (3 prior fiscal years) .
- Ownership levels and pledging for Roberts were not disclosed; the 2025 proxy’s ownership table lists directors and named executive officers only (Roberts is an executive officer but not an NEO) .
Employment Terms
- No individual employment or change‑in‑control agreement for Roberts was disclosed in the 2025 proxy (agreements discussed were for CEO Beale, CFO Gavant, and COO/Tech Brown) .
- Company‑wide governance and severance references include: clawback policy , double‑trigger equity vesting on CIC under the stock plan , and “no golden parachute tax gross‑ups” in compensation practices .
Performance & Company Context During Tenure
- Regulatory remediation milestone: OCC Consent Order terminated Nov 13, 2025, increasing strategic flexibility and easing regulatory constraints .
- Portfolio reshaping: Sale of mortgage division (Monarch Mortgage) closed Mar 27, 2025 (minor loss), exiting noncore operations .
- Capital return: $15M repurchase authorization announced Aug 25, 2025; 660k shares repurchased in Q3 2025 at $4.16 average; special cash dividend of $0.25/share declared Oct 27, 2025 .
Company financial trajectory across Roberts’s tenure (quarterly):
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|
| Net Income ($USD) | $0.946M | $(2.003)M [GetFinancials]* | $(0.434)M [GetFinancials]* | $1.296M | $5.603M |
| Revenues ($USD) | $2.698M [GetFinancials]* | $2.701M [GetFinancials]* | $3.072M [GetFinancials]* | $3.244M [GetFinancials]* | $3.833M [GetFinancials]* |
*Values retrieved from S&P Global.
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay: Approved (For: 70.50M; Against: 1.82M; Abstain: 1.27M; 5.89M non‑votes) .
- Frequency: Shareholders favored a triennial (every three years) Say‑on‑Pay (3 years received 35.80M votes vs 35.69M for 1 year; 0.98M for 2 years) .
Compensation Committee Analysis
- Committee members (2024): Dr. Elizabeth H. Crowther (Chair), Julien G. Patterson, Randolph N. Reynolds, Anthony R. Scavuzzo; all independent under NYSE/SEC rules .
- Independent consultant: Pearl Meyer advised on market data, design, and competitiveness; peer group benchmarking to similarly sized banks was used in 2023–2024 reviews .
Risk Indicators & Red Flags
- Hedging policy gap: No company practices/policies restricting hedging by employees/directors, which may weaken pay‑for‑performance alignment if used .
- Related‑party oversight: Company has not adopted a formal policy for reviewing/approving related‑party transactions; Board reviews proposed items case‑by‑case (process exists but not codified) .
- Section 16 timeliness: Late Form 3 filings (including Roberts) point to procedural control gaps in insider reporting timeliness .
Investment Implications
- Alignment improving: The 2025 shift to 100% performance‑based equity tied to Core ROAA, clawback adoption, and double‑trigger CIC treatment strengthen incentive alignment and reduce windfall risk for executives, including the General Counsel as a plan participant .
- Governance gaps to monitor: Absence of a hedging prohibition and lack of a formal related‑party transaction policy are notable governance risk flags; investors should seek confirmation of personal hedging/pledging restrictions and any future adoption of formal RPT policies .
- Execution and risk reduction: Termination of the OCC Consent Order and streamlining (mortgage exit), combined with resumed capital returns (repurchases, special dividend), indicate improving regulatory posture and capital flexibility during Roberts’s tenure; continued progress should support incentive payouts under ROAA‑based metrics if sustained .