BLUE RIDGE BANKSHARES, INC.
For the period ended Oct 10, 2024. Filed Aug 30, 2024.
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Oct 10, 2024 · Filed Aug 30, 2024
Contents
Changes to Certain Material Plan Features
The following is a summary of the key provisions of the 2023 Plan that have been modified in the Amended Plan.
| • | Additional Shares Reserved under the Amended Plan: The 2023 Plan reserves 850,000 shares of the Company’s common stock for issuance. As of August 16, 2024, awards for 752,764 shares have been |
granted under the 2023 Plan, leaving 97,236 shares available for issuance. The Amended Plan adds 4,000,000 shares of the Company’s common stock to the initial 850,000 shares reserved, for a maximum of 4,850,000 shares that can be issued under the plan. The proposed 4,850,000 aggregate share limit under the Amended Plan includes the 752,764 shares that have been granted under the 2023 Plan through August 16, 2024. If shareholders approve this proposal, approximately 4,097,236 of the 4,850,000 aggregate share limit under the Amended Plan would be available for future awards under the plan as of August 16, 2024. The Company estimates that the number of shares reserved under the Amended Plan will be sufficient to make incentive awards for the next four years, though future share usage may differ from current expectations.
| • | Shares Reserved under the Amended Plan as a Percentage of Outstanding Common Stock as of August 16, 2024: The Amended Plan reserves 4,850,000 shares for issuance under the plan, or approximately 6.59% of the Company’s outstanding common stock as of August 16, 2024. Taking into account the 752,764 shares that have been granted under the 2023 Plan, the remaining 4,097,236 shares available for issuance under the Amended Plan is approximately 5.57% of the Company’s outstanding common stock as of August 16, 2024. |
| • | No Minimum One Year Vesting Requirement: In the 2023 Plan, at least 95% of the total shares reserved for award issuance had a minimum vesting requirement of at least one year. The minimum one year vesting provision has been removed and is not contained in the Amended Plan. |
| • | Flexibility for Award Vesting and Payout in a Change of Control: The 2023 Plan specifies how awards are to be treated in connection with a change in control of the Company. The Amended Plan provides the Compensation Committee of the Board of Directors with flexibility on how to handle the vesting and payout of awards in the event of a change in control of the Company. |
| • | Annual Award Limit for Participants Other than Non-employee Directors: The maximum number of shares of the Company’s common stock with respect to which awards may be granted in a calendar year to any participant other than non-employee directors of the Company and its subsidiaries is limited to that number of shares with an aggregate fair market value on the date of grant equal to $1,000,000, up from $850,000 in the 2023 Plan. |
| • | Allows for Dividend Equivalents on Unvested Restricted Stock Units: The Amended Plan allows for the payment of dividend equivalents on unvested restricted stock units if approved by the Compensation Committee. The 2023 Plan permits dividend equivalents to be accrued but paid only if and when the underlying restricted stock units vest and are settled. |
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