Vance H. Spilman
About Vance H. Spilman
Vance H. Spilman, 63, is an independent director of Blue Ridge Bankshares, Inc. and currently serves as Chairman of the Board; he joined following Blue Ridge’s acquisition of Bay Banks of Virginia in January 2021. He is CEO of LeafSpring Schools and its franchisor Prism LLC since June 2015, previously served as President of SweetFrog Enterprises (2012–2015), and earlier as CFO of the largest national Five Guys Burgers and Fries franchise. He holds a BA and MBA from the University of Virginia and brings 18 years of commercial and investment banking and asset management experience, providing finance and strategy expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LeafSpring Schools / Prism LLC | Chief Executive Officer | June 2015–present | Operates national chain of for-profit preschools; strategic leadership |
| SweetFrog Enterprises, LLC | President | July 2012–May 2015 | Led a national chain of 300+ stores |
| Five Guys Burgers & Fries (largest national franchise) | Chief Financial Officer | Prior to July 2012 (date not specified) | Finance leadership for large national franchise |
| Commercial & Investment Banking / Asset Management | Executive roles | 18 years (aggregate) | Finance and strategy insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Museum of Fine Arts Foundation | Board member; Chair, Investment Committee | Over 10 years | Chaired investment oversight |
| Jamestown/Yorktown Society | Board member | Not disclosed | Board service |
| St. Catherine’s School | Board member | Not disclosed | Board service |
| The Nature Conservancy | Board member | Not disclosed | Board service |
| Theatre IV | Board member | Not disclosed | Board service |
Board Governance
- Chairman of the Board; Vice Chairman is William W. Stokes. The Chair is a non-management director, supporting board independence and separation of roles from the CEO .
- Independence: The board determined 12 of 13 directors are independent under NYSE rules; the sole non-independent director is CEO G. William Beale .
- Attendance and engagement: In 2024 there were 15 Company board meetings and 12 Bank board meetings; each director then serving attended more than 75% of aggregate board and committee meetings. The board generally holds executive sessions of non-employee directors at each meeting .
- Committee assignments: Current Audit Committee members are Cozart (Chair), Bost, Montano, Stokes; Compensation Committee members are Crowther (Chair), Patterson, Reynolds, Scavuzzo; Governance Committee members are Patterson (Chair), Reynolds, Crowther, Woodruff. Spilman is not listed on these committees, consistent with his role as Board Chair .
- Committee activity levels: Audit met 14 times; Compensation met 8 times; Governance met 6 times in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $49,876 | Cash portion of director compensation |
| Stock Awards (grant-date fair value) | $29,167 | Restricted stock; grant-date fair value under ASC 718 |
| Total | $79,043 | Sum of cash and stock award value |
| Standard Director Annual Retainer | $64,000 | Non-employee directors; payable monthly |
| Committee Chairman Retainer | $71,500 | Except Audit Chair |
| Audit Committee Chairman Retainer | $74,000 | Chair-specific |
| Chairman of the Board Retainer | $100,000 | Non-management Chair |
| Additional Committee Member Retainers | Audit: $5,600; ERM: $5,600; Compensation: $3,600; Governance: $2,500; Compliance: $2,000 | Paid for committee service |
| BRB Financial Group, Inc. Board Retainer | $2,000 | Additional annual retainer for service on affiliate board |
| Stock in lieu of cash election | Available; 5 directors elected stock; issuance priced at closing market price on issue date | Alignment feature |
Performance Compensation
| Instrument | Grant | Shares/Value | Vesting / Performance Conditions |
|---|---|---|---|
| Restricted Stock (Director annual grant) | 2024 | 8,216 shares for Spilman | Unvested as of 12/31/2024; fully vests on April 30, 2025, contingent on attending ≥75% of aggregate Board and committee meetings during 12 months ending April 30, 2025 |
| Equity Award Type (Directors) | 2024 | Restricted stock; no options granted to directors in 2024 disclosed | Condition based on attendance; no financial/TSR metrics disclosed |
No director-specific financial performance metrics (TSR, ROE, ROAA, ESG) are disclosed for director equity grants; the only disclosed vesting condition for 2024 director awards is meeting attendance .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards (current) | None disclosed for Spilman; only McMullan (BCTF) and Scavuzzo (TCBS, TCBX, PBHC) are disclosed among BRBS directors . |
| Designation rights by major investors | Castle Creek can designate two board members while owning ≥9.9%; rights transition to Kenneth Lehman under certain thresholds; current designees are McMullan and Scavuzzo, with Montano designated by Lehman . |
Expertise & Qualifications
- Finance and strategy expertise; 18 years in commercial/investment banking and asset management .
- CEO experience in education services (LeafSpring) and consumer retail (SweetFrog), plus CFO experience in multi-unit franchising (Five Guys) .
- Educational credentials: BA and MBA, University of Virginia .
- Governance and fiduciary experience: VMFA Foundation Investment Committee Chair; multiple nonprofit board roles .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 143,216 shares | As of March 20, 2025 |
| Ownership % of shares outstanding | Less than 1% (“*”) | Based on 87,785,224 shares outstanding |
| Unvested restricted stock (included) | 8,216 shares | 2024 director grant |
| Currently exercisable options (included) | 1,125 shares | Exercisable within 60 days |
| Hedging policy | Company has no policy restricting hedging transactions by directors or employees (no hedging policy) | |
| Pledged shares | Not disclosed | — |
Insider Trades and Capital Alignment
| Date | Security | Quantity | Price | Total Consideration | Notes |
|---|---|---|---|---|---|
| April 3, 2024 | Series B Preferred Stock | 25 shares | $10,000.00 | $250,000 | Insider participation in private placement |
Governance Assessment
-
Strengths
- Independent board chair (Spilman) with regular executive sessions supports oversight and board independence .
- Documented high engagement: directors attended ≥75% of meetings; director equity grant vesting tied to attendance reinforces accountability .
- Transparent committee activity levels; Audit met 14 times, indicating robust financial oversight .
-
Concerns and RED FLAGS
- No formal board policy for review and approval of related-party transactions; reviews are ad hoc, with Governance Committee oversight of conflicts. This is a governance red flag relative to best practice (formal RPT policy) .
- Company discloses it does not have a hedging policy restricting director/employee hedging—another red flag for alignment at many institutions .
- Significant investor designation rights (Castle Creek and potentially Lehman) can concentrate influence over board composition; while disclosed and permissible, it is a notable governance dynamic investors should monitor .
-
Compensation Mix Signals
- Spilman’s 2024 pay mix was ~$49.9k cash and ~$29.2k equity (RS), with attendance-based vesting—moderate equity alignment without financial performance metrics in director program .
- Standard retainer structure is sizable for the Board Chair ($100k), plus committee retainers; observed cash fees reported for Spilman were below the Chair retainer, potentially reflecting stock elections and/or timing, but the proxy does not quantify the reconciliation—investors should monitor annual disclosures for clarity .
-
Independence and Interlocks
- Spilman is independent under NYSE rules; he is not disclosed as serving on other public company boards, limiting interlocks and external conflicts .
- Nonprofit and civic board service indicates fiduciary experience; no related-party dealings tied to these roles are disclosed .
Director Attendance and Committee Landscape
| Item | Disclosure |
|---|---|
| Company Board meetings (2024) | 15 meetings; each director then serving attended ≥75% |
| Bank Board meetings (2024) | 12 meetings |
| Executive sessions | Generally at each board meeting |
| Audit Committee | Cozart (Chair), Bost, Montano, Stokes; 14 meetings; all independent; multiple “financial experts” |
| Compensation Committee | Crowther (Chair), Patterson, Reynolds, Scavuzzo; 8 meetings; all independent |
| Governance Committee | Patterson (Chair), Reynolds, Crowther, Woodruff; 6 meetings; all independent |
Director Compensation Detail (Spilman)
| Metric | 2024 | Vesting / Conditions |
|---|---|---|
| Cash fees | $49,876 | N/A |
| Stock awards (RS) | $29,167 (grant-date FV) | Vests April 30, 2025 if ≥75% attendance |
| RS shares awarded | 8,216 shares | Unvested at 12/31/2024; attendance condition |
| Total | $79,043 | — |
Notes on Broader Compensation Governance (Context)
- Compensation consultant: Pearl Meyer engaged in 2023–2024; provided peer study; Compensation Committee found no conflicts per SEC and NYSE standards, reporting directly to the Committee .
- Say-on-pay: First advisory vote introduced for 2025; frequency proposal recommends triennial (every three years) .
RED FLAGS Summary
- No formal related-party transaction policy; ad hoc board review only .
- No hedging policy restricting director/employee hedging .
- Investor designation rights affecting board composition (Castle Creek; Lehman) .
Term and Election: Spilman was a Class II nominee for a term expiring in 2028 as presented on the 2025 proxy card .
Independence: Board identifies him within the set of independent directors (12 of 13) .
Ownership alignment: Material personal capital commitment via preferred stock private placement ($250,000) and director RS awards .