Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Note 11. Stock-Based Compensation

The Company has granted restricted stock awards (“time-based RSAs”) to employees and directors, and performance-based restricted stock awards (“PSAs”) to employees, under the Blue Ridge Bankshares, Inc. Equity Incentive Plan, the Company’s prior equity incentive plan that terminated in June 2023, and the Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan, which was approved by shareholders on June 14, 2023. Time-based

RSAs are considered fixed awards as the number of shares and fair value is known at the date of grant, and the fair value of the award at the grant date is amortized over the requisite service period, which is generally three years. PSAs vest at the end of a three-year period contingent on the Company's achievement of financial goals and are expensed on a straight-line basis over the same period with adjustments periodically based on projected achievement of the performance target, which may change the number of PSA shares that will ultimately vest. In 2023, the Company granted time-based RSAs and PSAs relating to 318,233 shares of the Company's common stock to employees and directors, of which 89,869 shares were PSAs. Time-based RSAs carry voting and dividend rights, while PSAs carry voting rights but are subject to deferred dividend payout restrictions.

Compensation expense recognized in the consolidated statements of operations related to time-based RSAs and PSAs, net of forfeitures, was $1.7 million, $1.7 million, and $1.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. Unrecognized compensation expense related to the restricted stock awards as of December 31, 2023 totaled $2.7 million.

The following table presents time-based RSA and PSA activity as of the dates and for the periods stated.


	Time-based RSAs					PSAs
	Shares			Weighted Average Fair Value		Shares			Weighted Average Fair Value
Shares unvested and outstanding, December 31, 2021		218,184		$	15.31		—		$	—
Granted		115,886			15.06		94,783			14.91
Vested		(87,677	)		15.40		—			—
Forfeited		(27,737	)		14.25		(2,478	)		14.91
Shares unvested and outstanding, December 31, 2022		218,656		$	15.27		92,305		$	14.91
Granted		228,364			8.52		89,869			8.85
Vested		(115,122	)		14.73		—			—
Forfeited		(39,880	)		14.51		(29,294	)		13.39
Shares unvested and outstanding, December 31, 2023		292,018		$	10.31		152,880		$	11.64

The following table presents stock option activity as of the dates and for the periods presented.


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (1)
Options outstanding and exercisable, December 31, 2021		57,607		$	11.75		6.18	$	354,269
Exercised		(1,183	)		11.88
Expired		(3,750	)		12.30
Options outstanding and exercisable, December 31, 2022		52,674		$	11.71		5.13	$	66,754
Forfeited		(3,375	)		12.05
Exercised		(3,750	)		7.00
Expired		(15,058	)		12.44
Options outstanding and exercisable, December 31, 2023		30,491		$	11.89		4.50	$	—

(1) The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options as of the respective years ended. This amount changes based on the market value of the Company’s common stock.

All of the options outstanding as of December 31, 2023 were assumed in the Bay Banks Merger.