William W. Stokes
About William W. Stokes
William W. Stokes (age 61) is an independent director of Blue Ridge Bankshares, Inc. (BRBS) who has served on the Board since 2012 (13 years of tenure as of 2025). He is Vice Chairman of the Board and a member of the Audit Committee, with recognized “audit committee financial expert” credentials. Stokes is Chief Financial Officer of Bio-Cat, Inc., and holds a B.A. in Accounting from North Carolina State University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bio-Cat, Inc. | Chief Financial Officer | Since 2009 | Finance leadership at enzyme manufacturer; cross-industry accounting and operations expertise |
| StellarOne Bank / Second Bank & Trust | Senior Vice President; Area Executive (Charlottesville) | Not disclosed (20+ years banking experience) | Commercial banking leadership; regional market oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bio-Cat, Inc. (private) | CFO | Since 2009 | Private company; no public-company directorships disclosed for Stokes |
| Public-company boards | — | — | No other public-company board seats disclosed in BRBS proxy for Stokes |
Board Governance
- Vice Chairman of the Board; Chairman is Vance H. Spilman, CEO is separate, supporting independent oversight structure.
- Independence: Board determined 12 of 13 directors are independent under NYSE rules (CEO is the sole non-independent); Stokes is among the independent directors.
- Committees: Audit Committee member; Audit Committee met 14 times in 2024.
- Audit expertise: Stokes qualifies as an “audit committee financial expert” under SEC regulations.
- Attendance: In 2024, the Company Board met 15 times and the Bank Board met 12 times; each director then serving attended ≥75% of aggregate Board and committee meetings; in 2023, Company Board met 24 times and Bank Board 21 times with ≥75% attendance by each director.
- Executive sessions: Non-employee directors hold executive sessions generally at each Board meeting, including CEO evaluation at least annually.
Fixed Compensation
| Component (Director, 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $41,485 |
| Stock Awards (Grant-Date Fair Value) | $20,300 |
| Total | $61,785 |
| BRBS Director Retainer & Committee Fees (2024) | Amount (USD) |
|---|---|
| Annual retainer (non-employee director) | $64,000 |
| Committee Chair retainer | $71,500 |
| Audit Committee Chair retainer | $74,000 |
| Chairman of the Board retainer | $100,000 |
| Committee member fees – Audit | $5,600 |
| Committee member fees – Enterprise Risk Management | $5,600 |
| Committee member fees – Compensation | $3,600 |
| Committee member fees – Governance | $2,500 |
| Committee member fees – Compliance | $2,000 |
| BRB Financial Group board add-on | $2,000 |
Note: Directors may elect to receive a portion of retainer in Company common stock; five directors elected stock in 2024.
Performance Compensation
| Grant | Shares | Fair Value (USD) | Vest Condition | Vest Timing |
|---|---|---|---|---|
| 2024 Director Restricted Stock | 5,718 | $20,300 | Full vest contingent on ≥75% attendance across Board and committee meetings | Vests April 30, 2025 |
| 2023 Director Restricted Stock | 8,938 | $41,365 (Stokes 2023 stock awards total) | Full vest contingent on ≥75% attendance across Board and committee meetings | Vested July 1, 2024 |
BRBS director equity is time-based with attendance thresholds; no TSR or multi-factor performance metrics disclosed for directors; executive LTIs use performance metrics but are separate from director pay.
Other Directorships & Interlocks
- No other public company board roles disclosed for Stokes; his current primary external role is CFO of Bio-Cat (private).
- Board composition includes investor-designated directors (Castle Creek and Kenneth R. Lehman) but Stokes is not identified as a designee; this influences board dynamics broadly.
Expertise & Qualifications
- Banking and accounting background (20+ years in commercial banking; SVP/Area Executive roles).
- Manufacturing sector finance (CFO of Bio-Cat; operational finance in enzymes/industrial biotech).
- Audit/financial oversight capability (Audit Committee member; SEC-defined “audit committee financial expert”).
- Education: B.A. in Accounting, North Carolina State University.
Equity Ownership
| Metric | As of Aug 16, 2024 | As of Mar 20, 2025 |
|---|---|---|
| Beneficially owned shares | 113,151 | 118,869 |
| Ownership % of common | <1% (“*”) | <1% (“*”) |
| Unvested restricted stock included | — | 5,718 |
BRBS outstanding shares: 73,541,950 (Aug 16, 2024) and 87,785,224 (Mar 20, 2025), contextualizing the “<1%” status.
Insider Trades & Related-Party Exposure
| Item | Date | Details |
|---|---|---|
| Private placement participation | Apr 3, 2024 | Stokes purchased 20 shares of Series B Preferred Stock at $10,000 per share ($200,000); Series B converted to common on Jun 28, 2024 (company-wide). |
| Section 16 compliance | 2024 | A Form 4 amendment for Stokes was filed late for restricted stock awards made in Dec 2024. |
| Banking relationships | Ongoing | Company maintains ordinary-course banking relationships with directors and related parties at market terms; Board reviews related-person transactions; no formal policy adopted. |
Attendance & Engagement
| Metric | 2023 | 2024 |
|---|---|---|
| Company Board meetings | 24 | 15 |
| Bank Board meetings | 21 | 12 |
| Director attendance | ≥75% for each director | ≥75% for each director |
| Audit Committee meetings | 15 | 14 |
| Executive sessions | Held generally at each Board meeting; includes annual CEO evaluation |
Governance Assessment
- Strengths: Vice Chair role enhances board leadership continuity; independence under NYSE rules; Audit Committee membership with “financial expert” status strengthens financial oversight; consistent attendance supports engagement; personal capital participation in 2024 capital raise aligns interests.
- Potential red flags:
- Hedging policy: Company discloses it does not have practices or policies restricting hedging transactions, which can weaken alignment if directors hedge exposure.
- Late Section 16 filing: A 2024 Form 4 amendment for restricted stock was filed late (minor compliance lapse).
- Related-party transaction framework: No formal Board policy on related-person transactions (Board reviews case-by-case); investors have board designation rights (broader governance context).
- Signals for investors: Committee rotation placed Stokes onto Audit in 2025, increasing his oversight scope; director equity grants hinge on meeting attendance thresholds (not performance metrics), suggesting emphasis on engagement over pay-for-performance in director compensation.
Say-on-pay context: First advisory vote on named executive officer compensation occurs at the 2025 Annual Meeting; frequency vote favors triennial; while not directly tied to director pay, it reflects governance evolution.