SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by
the Registrant
x
Filed by
a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material pursuant to
§
240.14a-12
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Cordia
Bancorp Inc.
(Name of Registrant as Specified in Its
Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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N/A
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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N/A
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Dear Shareholder:
You are cordially invited to attend the
annual meeting of shareholders of Cordia Bancorp Inc. (“Cordia” or the “Company”). The meeting will be
held at the Hampton Inn, 3620 Price Club Boulevard, Midlothian, Virginia on Wednesday, May 25, 2016, at 12:00 noon, local time.
The notice of annual meeting and proxy statement
appearing on the following pages describe the formal business to be transacted at the meeting. Directors and officers of Cordia,
as well as representatives of Yount, Hyde & Barbour, P.C., Cordia’s independent registered public accounting firm, will
be present to respond to questions from shareholders.
It is important that your shares are represented
at the meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your
shares are represented, we urge you to vote via the Internet or by returning a completed proxy card. If you attend the meeting,
you may vote in person even if you have previously voted via the Internet or mailed a proxy card.
We look forward to seeing you at the meeting.
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Sincerely,
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Peter Grieve
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O.R. (Ed) Barham, Jr.
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Chairman of the Board
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President & Chief Executive Officer
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Midlothian, Virginia
April 20, 2016
CORDIA BANCORP INC.
11730 Hull Street Road
Midlothian, Virginia 23112
(804) 744-7576
NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS
The 2016 annual meeting of shareholders of Cordia Bancorp Inc.
will be held:
Wednesday, May 25, 2016
12:00 noon, local time
Hampton Inn
3620 Price Club Boulevard
Midlothian, Virginia
The items of business are:
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1.
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To elect four directors for a term of three years and one director for a term of two years.
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2.
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Ratification of the appointment of Yount, Hyde & Barbour, P.C. as our independent registered public accounting firm for
the fiscal year ending December 31, 2016.
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3.
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Such other business as may properly come before the meeting and any adjournment or postponement of the meeting.
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Shareholders of record of Cordia common stock (Nasdaq: BVA)
at the close of business on April 5, 2016 are entitled to vote at the meeting and any postponements or adjournments of the meeting.
It is important that your shares be represented and voted at
the meeting. You can vote your shares via the Internet or by completing and returning the proxy card or voting instruction card
sent to you. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement.
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By Order of the Board of Directors,
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John P. Wright
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Corporate Secretary
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Midlothian,
Virginia
April 20, 2016
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Note:
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Whether or not you plan to attend the annual meeting, please vote via the Internet or by marking, signing, dating and promptly
returning the enclosed proxy card or voting instruction card.
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CORDIA BANCORP INC.
PROXY STATEMENT
GENERAL INFORMATION
We are providing this proxy statement to
you in connection with the solicitation of proxies by the Board of Directors of Cordia Bancorp Inc. for the 2016 annual meeting
of shareholders and for any adjournment or postponement of the meeting. In this proxy statement, we may also refer to Cordia Bancorp
Inc. as “Cordia,” “we,” “our” or “us.”
We are holding the 2016 annual meeting of
shareholders at the Hampton Inn, 3620 Price Club Boulevard, Midlothian, Virginia, on Wednesday, May 25, 2016 at 12:00 noon, local
time.
We intend to mail this proxy statement and
the enclosed proxy card to shareholders of record beginning on or about April 20, 2016.
Important
Notice Regarding the Availability of Proxy Materials
for
the SHAREHOLDERS’ Meeting to be held on MAY 25, 2016
The proxy statement and the Company’s
annual report to shareholders for the year ended December 31, 2015 are available at
http://www.edocumentview.com/BVA
.
INFORMATION ABOUT VOTING
Who Can Vote at the Meeting
You are entitled to vote your shares of
Cordia Bancorp Inc. common stock that you owned as of April 5, 2016. As of the close of business on April 5, 2016, Cordia Bancorp
Inc. had 5,397,768 shares of common stock outstanding and entitled to vote (the “common stock”) and 1,400,437 shares
of non-voting common stock outstanding. Each share of common stock has one vote.
Ownership of Shares; Attending the Meeting
You may own shares of Cordia Bancorp Inc.
in one or more of the following ways:
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Directly in your name as the shareholder of record; or
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Indirectly through a broker, bank or other holder of record in “street name.”
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If your shares are registered directly in
your name, you are the holder of record of these shares and we are sending these proxy materials directly to you. As the holder
of record, you have the right to give your proxy directly to us or to vote in person at the meeting. You must bring photo identification
to be admitted to the meeting.
If you hold your shares in street name,
your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right
to direct your broker, bank or other holder of record how to vote by filling out a voting instruction form that accompanies your
proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the
Internet. Please see the instruction form provided by your broker, bank or other holder of record that accompanies this proxy statement.
If you hold your shares in street name, you will need photo identification and proof of ownership to be admitted to the meeting.
A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your shares
of Cordia Bancorp Inc. common stock held in street name in person at the meeting, you must obtain a written proxy in your name
from the broker, bank or other nominee who is the record holder of your shares.
Voting
Quorum.
We will have a quorum and will be able to conduct the business of the annual meeting if the holders
of a majority of the outstanding shares of common stock entitled to vote are present at the meeting, either in person or by proxy.
If you return valid proxy instructions or attend the meeting in person, we will count your shares
to determine whether there is quorum, even if you abstain from voting.
Broker
Voting
.
Under New York Stock Exchange rules, the
proposal to approve the appointment of independent auditors is considered a “discretionary” item. This means that brokerage
firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions at least 10 days
before the date of the meeting. In contrast, the election of directors is a “non-discretionary” item. This means brokerage
firms that have not received voting instructions from their clients on these proposals may not vote on them. These so-called “broker
non-votes” will be included in the calculation of the number of votes considered to be present at the meeting for purposes
of determining a quorum, but will not be considered votes cast and will have no effect on the outcome of the vote for the election
of directors.
Voting by Proxy
Cordia’s Board of Directors is sending
you this proxy statement to request that you allow your shares of Cordia common stock to be represented at the annual meeting by
the persons named in the enclosed proxy card. All shares of Cordia common stock represented at the meeting by properly executed
and dated proxies will be voted according to the instructions indicated on the proxy card. If you sign and return your proxy but
do not specify how you want your shares voted, they will be voted
“FOR”
the election of all nominees for director
and
“FOR”
the ratification of the appointment of the independent registered public accountants.
If any matters not described in this proxy
statement are properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine
how to vote your shares. If the annual meeting is postponed or adjourned, your shares of Cordia common stock may be voted by the
persons named in the proxy card on the new meeting date, provided you have not revoked your proxy. Cordia does not currently know
of any other matters to be presented at the meeting.
You may revoke your proxy at any time before
the vote is taken at the meeting. To revoke your proxy, you must either advise the Corporate Secretary of Cordia in writing before
your shares have been voted at the annual meeting, deliver a later-dated and properly executed proxy, or attend the meeting and
vote your shares in person. Attendance at the annual meeting will not in itself constitute revocation of your proxy.
CORPORATE GOVERNANCE
Director Independence
Nine of our eleven directors are independent
under the current listing standards of the Nasdaq Stock Market. The only directors who are not independent under such standards
are O.R. (Ed) Barham, Jr., who is employed as President and Chief Executive Officer of Cordia, and David Bushnell, who previously
served as interim Chief Financial Officer of Cordia. In determining the independence of directors, the Board of Directors considered
the various deposit, loan and other relationships that each director has with Bank of Virginia (“BOVA”), including
loans and lines of credit, and determined in each case that these relationships did not interfere with their exercise of independent
judgment in carrying out their responsibilities as a director.
Board Leadership Structure and Board’s Role in Risk
Oversight
Cordia currently has a Chairman who is independent
from the Chief Executive Officer. The Chairman leads the Board and presides at Board meetings. Having an independent Chairman enables
non-management directors to raise issues and concerns for Board consideration without immediately involving management. During
each Board meeting, the directors meet in executive session without the Chief Executive Officer present. The Chairman also serves
as a liaison between the Board and senior management.
To further strengthen the regular oversight
of the full Board, various committees of Cordia’s Board of Directors are comprised of independent directors. The Compensation
Committee of the Board of Directors consists solely of independent directors. The Compensation Committee reviews and evaluates
the performance of executive officers of Cordia, including the Chief Executive Officer, and reports to the Board of Directors.
In addition, the Audit Committee, which is comprised solely of independent directors, oversees Cordia’s financial practices,
regulatory compliance, accounting procedures and financial reporting functions. The Nominating and Governance Committee also consists
solely of independent directors and assists the Board in identifying qualified individuals to serve on the Board, determining the
composition of the Board and its committees, and monitoring corporate governance matters. The chairmen of these and other Board
committees also serve as liaisons between the Board and senior management. The practice of each Board committee is to devote a
portion of each of its meetings to an executive session without senior management present.
Risk is inherent with every business,
and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest
rate risk, liquidity risk, operational risk, strategic risk and reputational risk. Management is responsible for the day-to-day
management of risks Cordia faces, while the Board, as a whole and through its committees, has responsibility for the oversight
of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management
processes designed and implemented by management are adequate and functioning as designed.
Committees of the Board of Directors
The following table identifies our standing
committees and their members. All members of the Audit Committee, Compensation Committee and Nominating and Governance Committee
are independent in accordance with the listing requirements of the Nasdaq Stock Market, Inc. The Audit Committee, Compensation
Committee and Nominating and Governance Committee each operate under a written charter that is approved by the Board of Directors
and that governs its composition, responsibilities and operation. Each committee is required to review and reassess the adequacy
of its charter at least annually. The charters of the Audit Committee, Compensation Committee and Nominating and Governance Committee
are available in the Investor Relations section of our web site (
http://www.bankofva.com
).
Director
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Audit
Committee
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Compensation
Committee
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Nominating and
Governance
Committee
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Asset/Liability Committee
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Compliance Committee
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Loan Committee
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O.R. (Ed) Barham
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X
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X
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X
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David C. Bushnell
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X
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X
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X*
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G. Waddy Garrett
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X*
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X
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X
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Thomas L. Gordon
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X
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X
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X
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Peter W. Grieve
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X
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X*
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X
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Hunter R. Hollar
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X
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X*
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X
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Michael R. Rosinus
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Raymond H. Smith, Jr.
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X
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X*
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X
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X
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Todd S. Thomson
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X*
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X
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John P. Wright
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X
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X
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X
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David Zlatin
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X
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X
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Number of Meetings in 2015
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5
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4
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1
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4
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2
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13
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________________________________________________________
* Denotes Chair
Audit
Committee
.
The Audit Committee, established in accordance with section 3(a)(58)(A)
of the Securities Exchange Act of 1934, assists the Board of Directors in fulfilling its oversight responsibility to the shareholders
relating to the integrity of Cordia’s financial statements, Cordia’s compliance with legal and regulatory requirements
and the qualifications, independence and the performance of the internal audit function. The Audit Committee is directly responsible
for the appointment, compensation, retention and oversight of the work of the independent accountants engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or attestation services for Cordia. The Board of Directors
has adopted a written charter for the Audit Committee.
The Board of Directors in its business judgment
has determined that all members of the Audit Committee are independent as defined by Nasdaq’s listing standards and Securities
and Exchange Commission regulations. The Board of Directors also has determined that all of the members of the Audit Committee
have sufficient knowledge in financial and auditing matters to serve on the Audit Committee and that Mr. Smith qualifies and is
designated as an audit committee financial expert as defined by SEC regulations and the Sarbanes Oxley Act of 2002.
Compensation
Committee
.
The Compensation Committee approves the compensation objectives for Cordia,
establishes the compensation for Cordia’s executive officers and conducts the performance review of the Chief Executive Officer.
The Chief Executive Officer recommends compensation changes for members of management other than himself to the Compensation Committee
which, in turn, approves or amends the recommendations and then presents its recommendations to the full Board for approval. All
decisions by the Compensation Committee relating to the compensation of Cordia’s executive officers are reported to and approved
by the full Board of Directors.
Nominating
and Governance Committee
.
The Nominating and Governance Committee assists the Board
of Directors in: (1) identifying individuals qualified to become Board members, consistent with criteria approved by the Board;
(2) recommending to the Board the director nominees for the next annual meeting; (3) implementing policies and practices relating
to corporate governance, including implementation of and monitoring adherence to corporate governance guidelines; (4) leading the
Board in its annual review of the Board’s performance; and (5) recommending director nominees for each committee.
Nominating
Process.
In identifying potential nominees, the Nominating and Governance Committee takes into account such factors
as it deems appropriate, including the current size and composition of the Board, the range of talents, experiences and skills
that would best complement those that are already represented on the Board, the need for specialized expertise, and the potential
to contribute to the Company’s development and execution of its strategy. The Committee considers candidates for Board membership
suggested by its members and management. The Board will also consider candidates suggested informally by a shareholder of Cordia.
The Committee considers, at a minimum, the
following factors in recommending potential new directors, or the continued service of existing directors:
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·
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The ability of the prospective nominee to represent the interests of the shareholders of Cordia;
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·
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The prospective nominee’s standards of integrity, commitment and independence of thought
and judgment;
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·
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The prospective nominee’s ability to dedicate sufficient time, energy and attention to the
diligent performance of his or her duties, including the prospective nominee’s service on other public company boards;
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·
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The extent to which the prospective nominee contributes to the range of talent, skill and expertise
appropriate for the Board of Directors; and
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·
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The prospective nominee’s involvement within the communities Cordia serves or anticipates
serving.
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Shareholders entitled to vote for the election
of directors may submit candidates for formal consideration by the Board of Directors in connection with an annual meeting if the
Board of Directors receives timely written notice, in proper form, for each such recommended director nominee. If the notice is
not timely and in proper form, the nominee will not be considered. To be timely for the 2016 annual meeting, the notice must be
received within the time frame set forth in the section of this proxy statement entitled
“Submission of Business Proposals
and Shareholder Nominations.”
To be in proper form, the notice must include each nominee’s written consent to be
named as a nominee and to serve, if elected, and information about the shareholder making the nomination and the person nominated
for election. These requirements are more fully described in Cordia’s Bylaws, a copy of which will be provided, without charge,
to any shareholder upon written request to the Corporate Secretary of Cordia, whose address is Cordia Bancorp Inc., 11730 Hull
Street Road, P.O. Box 5658, Midlothian, Virginia 23112.
Board and Committee Meetings
The Board of Directors of Cordia met 13
times during 2015. Except for Michael F. Rosinus, no director attended fewer than 75% of the total meetings of the Board of Directors
and the standing committees on which such director served during 2015.
Director Attendance at the Annual Meeting of Shareholders
The Board of Directors encourages each director
to attend Cordia’s annual meeting of shareholders. Five of the Company’s directors attended the 2015 annual meeting
of shareholders.
Code of Ethics
The Board of Directors
has approved a Code of Business Conduct and Ethics for directors, officers and employees of Cordia. The Code of Business Conduct
and Ethics addresses such topics as confidentiality of information, conflicts of interest, business conduct, extensions of credit
to family members, political contributions and political activities, expectations of the employee and employer, compliance with
applicable laws and regulations, accuracy and preservation of records and accounting and financial reporting and conflicts of interest.
A copy of Cordia’s Code of Business Conduct and Ethics will be provided, free of charge, upon written request by sending
the request to Cordia Bancorp Inc., Attn: Chief Financial Officer, 11730 Hull Street Road, P.O. Box 5658, Midlothian, Virginia
23112, by e-mail to info@cordiabancorp.com or by visiting Bank of Virginia’s website at
http://www.bankofva.com
.
AUDIT RELATED MATTERS
Report of the Audit Committee
Cordia’s management is responsible
for Cordia’s internal controls and financial reporting process. Cordia’s independent registered public accounting firm
is responsible for performing an independent audit of Cordia’s consolidated financial statements and issuing an opinion on
the conformity of those financial statements with generally accepted accounting principles. The Audit Committee oversees Cordia’s
internal controls and financial reporting process on behalf of the Board of Directors.
In this context, the Audit Committee has
met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit
Committee that Cordia’s consolidated financial statements were prepared in accordance with generally accepted accounting
principles and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent
registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters
required by Auditing Standard No. 16,
Communications with Audit Committees
, as adopted by the Public Company Accounting
Oversight Board.
In addition, the Audit Committee has received
the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements
of the Public Cordia Accounting Oversight Board and has discussed with the independent registered public accounting firm the firm’s
independence from Cordia and its management. In concluding that the registered public accounting firm is independent, the Audit
Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.
The Audit Committee discussed with Cordia’s
independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent
registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation
of Cordia’s internal controls, and the overall quality of Cordia’s financial reporting.
In performing all of these functions, the
Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances
of Cordia’s management, which has the primary responsibility for financial statements and reports, and of the independent
registered public accounting firm who, in its report, expresses an opinion on the conformity of Cordia’s consolidated financial
statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent
basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate
internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore,
the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm
do not assure that Cordia’s consolidated financial statements are presented in accordance with generally accepted accounting
principles, that the audit of Cordia’s consolidated financial statements has been carried out in accordance with generally
accepted auditing standards or that Cordia’s independent registered public accounting firm is “independent.”
In reliance on the reviews and discussions
referred to above, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited
consolidated financial statements be included in Cordia’s Annual Report on Form 10-K for the year ended December 31, 2015
for filing with the Securities and Exchange Commission.
Audit Committee of the Board of Directors
of
Cordia Bancorp Inc.
G. Waddy Garrett, Chairman
Thomas L. Gordon
Raymond H. Smith, Jr.
John P. Wright
David Zlatin
Audit Fees
The following table sets forth the fees
paid by Cordia to Yount, Hyde & Barbour, P.C. for the fiscal years ended December 31, 2015 and 2014.
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2015
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2014
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Audit fees (1)
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$
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103,000
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$
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108,000
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Audit-related fees (2)
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15,000
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5,000
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Tax fees (3)
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6,180
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7,305
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____________________________________________
(1)
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Audit fees consist of fees for professional services rendered for the audit of Cordia and Cordia’s consolidated financial
statements. The amount also includes fees related to the review of financial statements included in Cordia’s Quarterly Reports
on Form 10-Q and the Annual Report on Form 10-K as well as services normally provided by the independent auditor in connection
with statutory and regulatory filings or engagements.
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(2)
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Audit-related fees consist of discussions concerning financial accounting and reporting standards and agreed-upon services
related to the Company’s student loan portfolio.
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(3)
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Tax services fees consist of fees for compliance tax services, including tax planning and advice and preparation of tax returns.
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Policy on Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of the Independent Registered Public Accounting Firm.
The Audit Committee is responsible for appointing
and reviewing the work of the independent registered public accounting firm and setting the independent registered public accounting
firm’s compensation. In accordance with its charter, the Audit Committee shall consider any non-audit services to be performed
by the independent registered public accounting firm and shall receive periodic reports from the independent registered accounting
firm regarding the independent registered public accounting firm’s independence. This approval process ensures that
the independent registered public accounting firm does not provide any non-audit services to Cordia that are prohibited by law
or regulation. During the year ended December 31, 2015, all services were approved in advance by the Audit Committee in compliance
with these procedures.
DIRECTOR COMPENSATION
The following table provides the compensation
received by individuals who served as directors and who were not also named executive officers of Cordia during the 2015 fiscal
year.
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Fees Earned or
Paid in Cash
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Stock
Awards (1)
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Total
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David C. Bushnell (2)
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$
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8,950
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$
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8,884
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$
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17,834
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G. Waddy Garrett
|
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7,750
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8,884
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16,634
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Thomas L. Gordon
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8,750
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8,884
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17,634
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Peter W. Grieve
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6,250
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8,884
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15,134
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Hunter R. Hollar
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8,950
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|
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8,884
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17,834
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Michael F. Rosinus
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3,500
|
|
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—
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3,500
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Raymond H. Smith, Jr.
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|
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7,650
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8,884
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16,534
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Todd S. Thomson
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4,950
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8,884
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13,834
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John P. Wright
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|
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8,350
|
|
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8,884
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17,234
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David Zlatin
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6,150
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|
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8,884
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|
|
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15,034
|
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____________________________________________
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(1)
|
These amounts represent the aggregate grant date fair value for restricted stock awards granted during
2015, computed in accordance with FASB ASC Topic 718. At December 31, 2015, no director held any unvested shares of restricted
stock.
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(2)
|
Mr. Bushnell has served as Chief Risk Officer of the Company since 2011 but is not compensated by
the Company for his service as Chief Risk Officer.
|
The following table sets forth the applicable
retainers and fees that were paid to non-employee directors for their service on the Board of Directors during 2015.
|
|
Amount
|
|
Board meeting fee
|
|
$
|
500
|
|
Committee meeting fee
|
|
|
100
|
|
STOCK OWNERSHIP
The following table provides information
as of April 5, 2016 about the persons known to Cordia to be the beneficial owners of more than 5% of Cordia’s outstanding
common stock. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly,
sole or shared voting or investment power.
Name and Address
|
|
Number of
Shares
Owned
|
|
|
Percent
of Common Stock
Outstanding
(1)
|
|
|
|
|
|
|
|
|
Jack Zoeller
2810 31st Street
Washington, DC 20008
|
|
|
472,227
|
(2)
|
|
|
8.69
|
%
|
|
|
|
|
|
|
|
|
|
Banc Fund VI L.P.
Banc Fund VII L.P.
Banc Fund VIII L.P.
Banc Fund IX L.P.
20 North Wacker Drive
Suite 3300
Chicago, Illinois 60606
|
|
|
451,063
|
(3)
|
|
|
8.36
|
%
|
|
|
|
|
|
|
|
|
|
Peter W. Grieve
11730 Hull Street Road
Midlothian, Virginia 23112
|
|
|
419,732
|
(4)
|
|
|
7.78
|
%
|
|
|
|
|
|
|
|
|
|
Keefe Ventures Fund II, L.P.
Keefe Ventures II, LLC
John J. Lyons
310 South Street
Morristown, New Jersey 07960
|
|
|
396,994
|
(5)
|
|
|
7.35
|
%
|
____________________________________________
|
(1)
|
Based on 5,397,768 shares of the Company’s common stock outstanding and entitled to vote as of April 5, 2016. For Mr.
Zoeller, also includes 39,478 shares of Company common stock issuable pursuant to stock options currently exercisable within 60
days of April 5, 2016.
|
(2) Includes 39,478 shares
of Company common stock issuable pursuant to stock options currently exercisable within 60 days of April 5, 2016.
|
(3)
|
Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 12, 2016.
|
|
(4)
|
See the table on the following page for additional information regarding Mr. Grieve’s beneficial ownership of Company
common stock.
|
|
(5)
|
Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on July 11, 2014.
|
The following table provides information
as of April 5, 2016 about the shares of Cordia common stock that may be considered to be owned by each director, nominee for director,
current executive officer named in the Summary Compensation Table and by all directors, nominees for director and current executive
officers of Cordia as a group. Unless otherwise indicated, each of the named individuals has sole voting and investment power with
respect to the shares shown and none of the named individuals has pledged his or her shares.
Name
|
|
Common
Stock (1)
|
|
|
Options
Exercisable
Within 60 Days
|
|
|
Total
|
|
|
Percent of
Shares of
Common Stock
Outstanding (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O.R. (Ed) Barham, Jr.
|
|
|
6,667
|
|
|
|
-
|
|
|
|
6,667
|
|
|
|
*
|
|
David C. Bushnell
|
|
|
106,009
|
|
|
|
-
|
|
|
|
106,009
|
|
|
|
1.96
|
%
|
G. Waddy Garrett
|
|
|
93,454
|
(3)
|
|
|
1,328
|
|
|
|
94,782
|
|
|
|
1.76
|
%
|
Thomas L. Gordon
|
|
|
36,451
|
|
|
|
1,328
|
|
|
|
37,779
|
|
|
|
*
|
|
Peter W. Grieve
|
|
|
419,732
|
(4)
|
|
|
-
|
|
|
|
419,732
|
|
|
|
7.78
|
%
|
Hunter R. Hollar
|
|
|
24,182
|
|
|
|
-
|
|
|
|
24,182
|
|
|
|
*
|
|
Michael F. Rosinus
|
|
|
13,691
|
(5)
|
|
|
-
|
|
|
|
13,691
|
|
|
|
*
|
|
Raymond H. Smith, Jr.
|
|
|
64,176
|
(6)
|
|
|
-
|
|
|
|
64,176
|
|
|
|
1.19
|
%
|
Todd S. Thomson
|
|
|
114,775
|
|
|
|
-
|
|
|
|
114,775
|
|
|
|
2.13
|
%
|
John P. Wright
|
|
|
54,887
|
|
|
|
-
|
|
|
|
54,887
|
|
|
|
1.02
|
%
|
David Zlatin
|
|
|
7,336
|
|
|
|
-
|
|
|
|
7,336
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officers Who Are Not Also Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Don Andree
|
|
|
43,365
|
|
|
|
6,972
|
|
|
|
50,337
|
|
|
|
*
|
|
Roy Barzel
|
|
|
50,624
|
|
|
|
9,296
|
|
|
|
59,920
|
|
|
|
1.11
|
%
|
All directors and executive officers as a group (14 persons)
|
|
|
1,049,793
|
|
|
|
23,924
|
|
|
|
1,073,717
|
|
|
|
19.80
|
%
|
____________________________________________
|
*
|
Indicates less than 1% ownership.
|
|
(1)
|
Includes (i) 1,737 shares of unvested restricted stock
held by Messrs. Bushnell, Garrett, Gordon, Grieve, Hollar, Smith, Thomson, Wright and Zlatin pursuant to the Company’s 2011
Stock Incentive Plan, (ii) 30,000 shares of unvested restricted stock held by Mr. Andree pursuant to the Company’s 2011
Stock Incentive Plan. (iii) 30,000 shares of unvested restricted stock held by Mr. Barzel pursuant to the Company’s 2011
Stock Incentive Plan.
|
|
(2)
|
Based on 5,397,768 shares of the Company’s common stock outstanding and entitled to vote as of April 5, 2016, plus all
shares of Company common stock issuable pursuant to stock options currently exercisable within 60 days of April 5, 2016.
|
|
(3)
|
Amount includes 2,700 shares held by Mr. Garrett’s spouse.
|
|
(4)
|
Includes 10,000 shares held in a trust over which Mr. Grieve has voting and dispositive power.
|
|
(5)
|
Includes 12,762 shares pledged as security.
|
|
(6)
|
Includes 21,000 shares held in a trust over which Mr. Grieve has voting and dispositive power.
|
ITEMS
OF BUSINESS TO BE VOTED ON BY SHAREHOLDERS
Item 1 — Election of Directors
Cordia’s Board of Directors currently
consists of 11 members. The Board is divided into three classes, as nearly equal in number as possible, with three-year staggered
terms. Four directors will be elected at the annual meeting to serve for a three-year term or until their respective successors
have been elected and qualified and one director will be elected at the annual meeting to serve for a two-year term or until his
successor has been elected and qualified. The nominees for election to a three-year term are Thomas L. Gordon, Raymond H. Smith,
Jr., Todd S. Thomson and David Zlatin, and the nominee for election to a two-year term is O.R. (Ed) Barham, Jr. All of the nominees
are currently directors of Cordia.
Unless you indicate on the proxy card that
your shares should not be voted for certain nominees, the Board of Directors intends that the proxies solicited by it will be voted
for the election of each of the Board’s nominees. If any nominee is unable to serve, the persons named in the proxy card
would vote your shares to approve the election of any substitute proposed by the Board of Directors. At this time, we know of no
reason why any nominee might be unable to serve.
Directors will be elected by a plurality
of the votes cast. Votes that are withheld and broker non-votes will have no effect on the outcome of the election.
The Board of Directors recommends that
shareholders vote “FOR” the election of all of the nominees.
Information regarding the directors is provided
below. Unless otherwise stated, each person has held his or her current occupation for the last five years. Ages presented are
as of December 31, 2015. Based on their respective experiences, qualifications, attributes and skills set forth below, the Board
of Directors determined that each current director should serve as a director.
Board Nominees for Terms Ending in 2019
Thomas L. Gordon
, age 60, has served
as a director of BOVA since 2002 and as a director of Cordia since 2013. Senior Partner of Gordon, Dodson, Gordon & Rowlett,
Attorneys at Law, Mr. Gordon is a life-long resident of Chesterfield County, Virginia and a graduate of T. C. Williams School of
Law at the University of Richmond. Mr. Gordon is a member of the Chesterfield Bar Association and the Family Law Section and the
Criminal Law Sections of the Virginia State Bar. Mr. Gordon has over twenty years of experience representing community banks. He
served as a director and member of the loan committee for the County Bank of Chesterfield and succeeding banks for 15 years.
Mr. Gordon brings to the Board extensive
experience as a bank director and as a lawyer representing community banks, and has an excellent understanding of corporate governance.
Raymond H. Smith
, Jr., age 56, has
served as a director of Cordia since 2009 and as a director of BOVA since 2010. He is also a co-founder and director of Cordia
Bancorp. Since 1992 he has served as President of Smith Brown & Groover, Inc., a securities broker/dealer in Macon, Georgia.
In 1997 he became a co-founder of Rivoli Bank and Trust, a commercial bank chartered in Georgia, and served on its board of directors
until its sale in 2005. In 2006, he was a founding investor in Patriot Bank of Georgia. Mr. Smith formerly served as chairman of
a five-state committee for the Board of the Financial Industry Regulatory Authority, Inc. (FINRA), formerly the National Association
of Securities Dealers, and recently completed service on FINRA’s Small Firm Advisory Board in Washington, DC.
After completing his MBA in 1982, Mr. Smith
was appointed Vice President at Prudential Capital, where he was responsible for asset and liability management and new product
development. Subsequently he developed interest rate hedging strategies as a Vice President at E.F. Hutton in New York, and co-founded
Capital Risk Management Corp., where he specialized in asset securitization. Mr. Smith holds leadership positions in various civic
and charitable groups in Macon, Georgia. He earned his B.B.A from the University of Georgia and MBA from the University of Texas.
Mr. Smith brings to the Board experience in community banks and the issues and challenges faced by start-up institutions.
Mr. Smith’s past board service gives
him experience in compensation and corporate governance. Mr. Smith is also designated as Cordia’s audit committee financial
expert.
Todd S. Thomson
, age 54, has served
as a director of Cordia since 2010 and as a director of BOVA since 2011. He is a founder and the Chairman of Dynasty Financial
Partners, a wealth management adviser firm, and founder and CEO of Headwaters Capital, a proprietary investment business. Mr. Thomson
formerly served as Chairman and CEO of Citigroup Global Wealth Management, comprised of Smith Barney, The Citigroup Private Bank,
and Citigroup Investment Research. With $1.4 trillion in assets and over $10 billion in revenue, Citi GWM ranked as one of the
leading wealth management businesses in the world. Mr. Thomson also served for five years as Citigroup CFO, where he led operations,
strategy and all finance functions, and oversaw Citigroup Alternative investments, with approximately $15 billion in hedge
funds, private equity, and credit structures.
Previously, Mr. Thomson served as CEO of
the Citigroup Private Bank from 1999 to 2000 and Senior Vice President of Acquisitions and Strategy from 1998 to 1999. He also
served as Vice Chairman of Citibank, N.A. His prior experience includes EVP of Acquisitions and Strategy for GE Capital; Partner,
Barents Group; and Manager at Bain and Co. Mr. Thomson is also a member of the Board of the World Resources Institute, the Board
of Trustees of Davidson College and Chair of the Wharton Leadership Center Advisory Board. He is a graduate of Davidson College
and received his MBA, with distinction, from the Wharton School of the University of Pennsylvania.
As a former senior officer of Citigroup,
Mr. Thomson brings to the Board the perspective and experience of an executive who has participated in the management of a large,
complex business organization. His experience in the banking industry gives him a deep understanding of Cordia’s business
and strategic and financial alternatives.
David Zlatin
, age 64, has served
as a director of Cordia and BOVA since May 1, 2014. He has served as Chief Operating Officer and Principal of Ramat Securities,
Ltd. (“Ramat”), a registered broker-dealer firm in Cleveland, Ohio, since 1993. Ramat has client accounts of approximately
$250 million and specializes in financial securities, restructurings and spin-offs. Mr. Zlatin has also served as a Rabbi at the
Beachwood Kehilla Synagogue in Cleveland since 1987. He received B.A. and M.S. degrees as well as his rabbinical ordination from
Yeshiva University in New York, and his M.B.A. from Cleveland State University.
As a senior executive in a regulated entity
with experience at financial restructurings, Mr. Zlatin brings to the Board audit and financial expertise and skill in analyzing
financial institutions.
Board Nominees for Term Ending in 2018
O.R. (Ed) Barham, Jr.
, age 65, has
served as a director of Cordia since March 2016 and as a director of BOVA since August 2015. He has served as President and Chief
Executive Officer of Cordia since March 2016 and as President and Chief Executive Officer of BOVA since August 2015. Prior to that
time, Mr. Barham has held various positions in retail banking, commercial lending and credit policy during his 35 year banking
career. Mr. Barham started his banking career with NCNB which later became Bank of America. In 1993, after 13 years with Bank of
America, Mr. Barham was recruited to Virginia to eventually become the President and Chief Executive Officer of Second National
Bank, located in Culpeper, Virginia. Through a number of mergers and acquisitions, Mr. Barham grew this $175 million institution
into StellarOne Corporation, a $3.3 billion company with 64 offices and headquartered in Charlottesville, Virginia. Mr. Barham
served as President and Chief Executive Officer of StellarOne Corporation from 2008 until his retirement in December 2013.
As a longtime bank chief executive officer,
Mr. Barham brings to the Board valuable experience in managing growth, regulatory compliance, recruiting and strategic planning.
Mr. Barham has developed extensive banking contacts in Virginia and has been very active over the last decade in the Virginia Bankers’
Association where he has held a number of committee positions, as well as serving on the Executive Committee. Mr. Barham holds
an undergraduate degree from UNC-Chapel Hill and an MBA from the executive program at the UNC-Greensboro Bryan School of Business.
Directors Continuing in Office
The following directors
have terms ending in 2017:
David C. Bushnell
, age 61, has served
as a director of BOVA since 2011 and as a director of Cordia since 2013. He is the Chief Risk Officer of Cordia Bancorp. He also
is Managing Director of Bushnell Consulting, LLC, a financial service consulting firm and a member of the Board of Directors of
RenaissanceRe Holdings Limited, a global provider of insurance coverage. Mr. Bushnell retired from Citigroup in December 2007,
after 22 years of service. He served as the Chief Risk Officer of Citigroup from 2003 through 2007 and as Chief Administrative
Officer in 2007. Previously, Mr. Bushnell worked for Salomon Smith Barney Inc. (later acquired by Citigroup) and its predecessors
in a variety of positions, including as a Managing Director and Chief Risk Officer. Mr. Bushnell began his career at BayBanks Inc.,
a regional bank holding company headquartered in Boston. He holds a BA in English from Amherst College.
As a former senior risk officer and chief
administrative officer of Citigroup, Mr. Bushnell brings to the Board the perspective and experience of an executive who has participated
in the management of a large, complex business organization. His experience in the banking industry gives him a deep understanding
of BOVA’s business and exposure to risk.
G. Waddy Garrett
, age 74, has served
as a director at BOVA since 2002 and as a director of Cordia since 2013. He is the President of GWG Financial, LLC, an investment
and consulting company located in Richmond, Virginia and a Trustee and Director of the Chesapeake Bay Foundation. He also serves
on the Board of Directors of other private companies, including Reeds Jewelers, Willard Agri-Service, and New Life Technologies.
For 25 years he served as chairman and CEO of Alliance Agronomics, Inc., a regional manufacturer of fertilizer and distributor
of ag-chemicals and seed, located in Mechanicsville, Virginia. Prior to that, he served as a Lt. Commander in the U.S. Navy aboard
several nuclear submarines. Mr. Garrett’s previous community banking experience includes serving as a Director of Dominion
Bank and County Bank of Chesterfield. He holds a BS in Marine Engineering from the U.S. Naval Academy and an M.B.A. in Finance
from Harvard University.
Mr. Garrett’s previous bank board
experience, in addition to his extensive experience on other public company boards and audit committees, provides Mr. Garrett with
a wide set of skills and perspectives to be an effective director.
Peter W. Grieve
, age 60, has served
as Chairman of Cordia since 2009 and as a director of BOVA since 2010. He is Co-founder of Cordia Bancorp. Mr. Grieve has extensive
experience in public and private debt and equity markets. He had a 25-year career at Goldman Sachs, where as a Managing Director,
he co-founded and led the largest private wealth management practice in the world. Mr. Grieve went on to become co-founder and
Managing Partner of Windy River Group, a private investment firm. He is also an Advisory Director of BeachHead Capital Management,
a quantitative hedge fund firm. Mr. Grieve sits on the investment committee of the United States Naval Academy Foundation, and
on the board of directors of The Mission Continues, a non-profit re-integrating returning veterans through community service. Mr.
Grieve is a graduate of the U.S. Naval Academy, served as a Marine infantry officer, and holds an M.B.A. from the Tuck School of
Business at Dartmouth, where he is a former member of the Board of Overseers. Mr. Grieve is on the board of GrassRoot Soccer, an
organization that supports HIV prevention and treatment in Africa through the sport of soccer. He is also co-owner of Bantu Rovers
FC, a professional soccer club in Zimbabwe.
As a former investment banker, Mr. Grieve
brings to the Board significant experience and expertise in public and private debt and equity markets.
Michael F. Rosinus
, age 57, has served
as a director of Cordia and BOVA since April 2014. He is a Managing Director of TRF Partners LLC, which is a consultant to Tricadia
Capital Management, LLC. Through this relationship, Mr. Rosinus serves as a Senior Advisor to Tricadia Capital Management, LLC
focusing on investments in community bank and other financial services. Since 2010, TRF Partners LLC has been the co-general partner
of PTMR Capital Partners LP, a fund affiliated with Performance Trust Investment Advisors, which made equity investments in distressed
community banks. From 2008 to 2010, he served as co-head of the community bank investment team at Lightyear Capital. From 1998
to 2008 he was the Portfolio Manager at Rosinus Financial Fund LP and Tiedemann Rosinus LP, both of which made investments in community
banks. Before joining Tiedemann, Mr. Rosinus was employed in the banking industry for 18 years, serving as the Chief Lending Officer
for M&T Bank in New York City and subsequently the Chief Executive Officer of the Commercial Banking Division for Citibank
in Chicago. Mr. Rosinus also served as a director of Sun American Bancorp from 2005 to 2010. Mr. Rosinus received his B.A. from
Hamilton College and an M.B.A. from the Stern School of Business, New York University.
As an investment professional, fund manager
and former banker, Mr. Rosinus brings to the Board significant experience and expertise in public and private equity markets and
the banking industry.
The following directors
have terms ending in 2018:
Hunter R. Hollar
, age 67, has served
as a director of BOVA since 2011 and as a director of Cordia since 2013. From 1994 to 2008, he served as Chief Executive Officer
of Sandy Spring Bancorp, located in Maryland. Under his leadership at Sandy Spring, Mr. Hollar oversaw the growth of Sandy Spring
Bank from $760 million to $3.3 billion in assets, an annualized growth rate of 9.6%, and 10 branches to 40 branches in Maryland
and Virginia. Following his retirement from Sandy Spring Bancorp in 2008, he continued to serve as Chairman of the Board until
December 2009. Prior to Sandy Spring Bancorp, he served as Senior Vice President and Senior Credit Officer at Dominion Bank in
Richmond, Virginia. He also served a three-year term as a Director of the Federal Reserve Bank of Richmond from 2006 to 2008. Mr.
Hollar began his banking career in 1972 in Harrisonburg, Virginia. He earned an MBA from James Madison University and a BA in Economics
from the University of Virginia.
As a former chief executive officer of a
financial institution, Mr. Hollar brings to the Board a wealth of experience and expertise in the banking industry and in managing
corporate issues relating to growth, strategic planning and governance. His experience as a senior credit officer also has proved
invaluable to the board in its loan approval activities.
John P. Wright
, age 58, has served
as a director of BOVA since 2010 and as a director of Cordia since 2013. Mr. Wright served as a bank equity analyst, salesman,
and corporate finance specialist at Keefe, Bruyette, & Woods from 1983 to 1995. Since that time, he has advised institutional
investors on their investments in the financial services sector and managed portfolios at SKY Investment Group, Fox-Pitt, Kelton
and George Weiss Associates, a market neutral hedge fund. Mr. Wright lectured at the New England School of Banking and is a former
President of the Banc Analyst Association of Boston. He is a graduate of Middlebury College and holds an MBA from the Tuck School
of Business at Dartmouth.
Mr. Wright brings to the Board experience
in capital markets and corporate finance, with particular expertise in bank valuations and all aspects of mergers and acquisitions.
Item 2 — Ratification of the Independent Registered
Public Accounting Firm
The Audit Committee of the Board of Directors
has appointed Yount, Hyde & Barbour, P.C. to serve as Cordia’s independent registered public accounting firm for the
2016 fiscal year, subject to ratification by shareholders. A representative of Yount, Hyde & Barbour, P.C. is expected to be
present at the annual meeting to respond to appropriate questions from shareholders and will have the opportunity to make a statement
should he or she desire to do so.
The ratification of the appointment of the
independent registered public accounting firm will be approved if the number of votes cast “for” exceeds the number
of votes cast “against.” Abstentions and broker non-votes will not be counted as votes cast and, therefore, will have
no effect of outcome of the vote.
If the ratification of the appointment of
the independent registered public accounting firm is not approved by a majority of the shares cast at the annual meeting, the Audit
Committee of the Board of Directors may consider other independent registered public accounting firms.
The Board of Directors recommends that
shareholders vote “FOR” the ratification of the appointment of Yount, Hyde & Barbour, P.C. as Cordia’s independent
registered public accounting firm for the 2016 fiscal year.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following information is furnished for
the principal executive officer and the two next most highly compensated executive officers who served in such capacity at December
31, 2015. These individuals are referred to in this proxy statement as “named executive officers.”
Name and Principal Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Awards (1)
|
|
|
Option
Awards (2)
|
|
|
All Other
Compensation (3)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Zoeller (4)
|
|
2015
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,059
|
|
|
$
|
430,059
|
|
President and
|
|
2014
|
|
|
400,000
|
|
|
|
75,000
|
|
|
|
277,200
|
|
|
|
22,815
|
|
|
|
45,890
|
|
|
|
820,905
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Don Andree
|
|
2015
|
|
|
197,083
|
|
|
|
40,000
|
|
|
|
159,600
|
|
|
|
—
|
|
|
|
25,606
|
|
|
|
422,289
|
|
Executive Vice President and
|
|
2014
|
|
|
165,000
|
|
|
|
35,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,682
|
|
|
|
219,682
|
|
Chief Lending Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roy Barzel
|
|
2015
|
|
|
197,917
|
|
|
|
—
|
|
|
|
159,600
|
|
|
|
—
|
|
|
|
16,090
|
|
|
|
373,607
|
|
Executive Vice President and
|
|
2014
|
|
|
175,000
|
|
|
|
35,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,527
|
|
|
|
219,527
|
|
Chief Credit Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
These amounts represent the aggregate grant date fair value for restricted stock awards granted during 2015 and 2014, computed
in accordance with FASB ASC Topic 718. See
“—Outstanding Equity Awards at Fiscal Year End”
for information
on unvested shares of restricted stock held by each of our named executive officers at December 31, 2015.
|
|
(2)
|
These amounts represent the aggregate grant date fair value for option awards granted during
2014
based upon a fair value of $1.52 for each option using the Black-Scholes option pricing
model, computed in accordance with FASB ASC Topic 718. See
“—Outstanding Equity Awards at Fiscal Year End”
for information on unvested stock options held by each of our named executive officers at December 31, 2015.
|
|
(3)
|
Amount includes term life benefits and health, disability and long term care insurance premiums paid on behalf of the employee.
For Mr. Zoeller, amount also includes housing allowance, travel allowance, and personal use of an employer-owned vehicle.
|
|
(4)
|
Mr. Zoeller resigned as President and Chief Executive Officer of the Company effective March 1, 2016.
|
Employment Agreements
Cordia and BOVA are parties to employment
agreements with each of Don Andree and Roy Barzel. Each employment agreement has a term that expires on June 30, 2017. However,
on June 30, 2016, the term of each agreement will be extended for two years and on June 30, 2018 and on each June 30 thereafter,
the term of each agreement will be extended for an additional year, unless any party to the employment agreement gives the other
notice of non-renewal prior to the end of the then-current term.
The employment agreements provide for base
salaries of $200,000 for both Messrs. Andree and Barzel, which may be increased in the future at the discretion of the Board of
Directors. In addition, Mr. Andree’s agreement provides him with an annual housing allowance of $10,000 so long as his primary
residence is located more than 75 miles from Richmond, Virginia.
Messrs. Andree and Barzel will be subject
to restrictions on competing against Cordia, soliciting certain depositors or other customers of Cordia, and recruiting certain
employees of Cordia for a period of 12 months following termination of their employment, except that the restriction on competition
will cease to apply following a change in control.
See
“—Potential Post-Termination
Benefits”
for a discussion of the potential payouts that Messrs. Andree and Barzel may receive under their employment
agreements upon their separation of service from Cordia.
Outstanding Equity Awards at Fiscal
Year-End
The following table provides information
as of December 31, 2015 concerning vested and unvested unexercised stock options and unvested shares of restricted stock for each
named executive officer. Effective as of March 1, 2016, in connection with his resignation as President and Chief Executive Officer
of the Company, all of Mr. Zoeller’s outstanding restricted stock and option awards were fully vested.
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable
|
|
|
Number of Securities Underlying Unexercised Options Unexercisable
|
|
|
Option
Exercise Price
|
|
|
Option Expiration
Date
|
|
|
Number of Shares or Units of Stock That Have Not Vested
|
|
|
Market Value of Shares or Units That Have Not Vested (1)
|
|
Jack Zoeller
|
|
6/25/14
|
|
|
10,000
|
|
|
|
5,000 (2)
|
|
|
$
|
4.20
|
|
|
|
6/25/24
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
6/25/14
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,000 (3)
|
|
|
|
86,460
|
|
|
|
3/27/13
|
|
|
5,312
|
|
|
|
7,968 (4)
|
|
|
|
5.35
|
|
|
|
3/27/23
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10/26/11
|
|
|
10,624
|
|
|
|
2,656 (4)
|
|
|
|
6.25
|
|
|
|
10/26/21
|
|
|
|
—
|
|
|
|
—
|
|
Don Andree
|
|
1/28/15
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
40,000 (5)
|
|
|
|
157,200
|
|
|
|
3/27/13
|
|
|
1,992
|
|
|
|
1,992 (4)
|
|
|
|
5.35
|
|
|
|
3/27/23
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8/24/11
|
|
|
3,984
|
|
|
|
—
|
|
|
|
11.29
|
|
|
|
8/24/21
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roy Barzel
|
|
1/28/15
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
40,000 (5)
|
|
|
|
157,200
|
|
|
|
3/27/13
|
|
|
2,656
|
|
|
|
2,656 (4)
|
|
|
|
5.35
|
|
|
|
3/27/23
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8/24/11
|
|
|
5,312
|
|
|
|
—
|
|
|
|
11.29
|
|
|
|
8/24/21
|
|
|
|
—
|
|
|
|
—
|
|
_________________________________
|
(1)
|
Based upon Cordia’s closing stock price of $3.93 on December 31, 2015.
|
|
(2)
|
Stock options vest in three equal installments on December 31, 2014, 2015 and 2016 provided that certain
asset size thresholds and performance measures are achieved on each vesting date.
|
|
(3)
|
Unvested restricted shares vest on December 31, 2016.
|
|
(4)
|
Options vest
in four equal annual installments
beginning on the first anniversary of the date of the grant.
|
|
(5)
|
Restricted shares
vest
in
four equal annual installments beginning on the first anniversary of the date of the grant.
|
Potential Post-Termination Benefits
Employment Agreements
Under the terms of their employment agreements,
if either Mr. Andree or Mr. Barzel is terminated without cause or resigns for good reason (as defined in the employment agreements),
he will be entitled to receive his base salary for a period of 12 months following termination. In addition, if either Mr. Andree
or Mr. Barzel is terminated without cause or resigns for good reason following a change in control of Cordia (as defined in the
employment agreements), he will be entitled to receive his base salary for the longer of (i) 15 months or (ii) the remaining term
of his employment agreement. If any payment made to Mr. Andree or Mr. Barzel would constitute an “excess parachute payment”
under Section 280G of the Internal Revenue Code, thereby resulting in a loss of an income tax deduction by Cordia or the imposition
of an excise tax on Mr. Andree or Mr. Barzel under Section 4999 of the Internal Revenue Code, then the payments provided for by
the employment agreement will be reduced to one dollar less than the maximum amount that may be paid without causing any such payment
to be nondeductible.
2011 Stock Incentive Plan
The following table summarizes the consequences
under Cordia’s 2011 Stock Incentive Plan that would occur with respect to outstanding stock options in the event of termination
of employment of a named executive officer.
Event
|
|
Consequence
|
Involuntary termination
|
|
Unvested stock options will terminate immediately. Vested stock options remain exercisable for three months after the date of termination.
|
|
|
|
Death or disability
|
|
Immediate vesting. Stock options remain exercisable until the earlier of one year from the date of death or termination due to disability or the expiration date of the stock options.
|
|
|
|
Voluntary termination
|
|
Unvested stock options will terminate immediately. Vested stock options remain exercisable for three months after the date of termination.
|
|
|
|
Change in control
|
|
Immediate vesting. Stock options remain exercisable until the expiration of the remaining term of the stock options if the option holder is involuntarily or constructively terminated within 12 months after the change in control.
|
OTHER INFORMATION RELATING TO
DIRECTORS AND EXECUTIVE OFFICERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange
Act of 1934 requires Cordia’s executive officers and directors, and persons who own more than 10% of any registered class
of Cordia’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% shareholders are required by regulation to furnish Cordia with copies of all
Section 16(a) reports they file. Based solely on Cordia’s review of copies of the reports it has received and written
representations provided to it from the individuals required to file the reports, Cordia believes that each of its executive officers
and directors has complied with applicable reporting requirements for transactions in Cordia Bancorp Inc. common stock during the
year ended December 31, 2015.
Certain Relationships and
Related Transactions
Directors and officers and the business
and professional organizations with which they are associated have and will continue to have banking transactions, including deposit
accounts, loans and loan participations, with Cordia in the ordinary course of business. Any loans and loan commitments are made
in accordance with all applicable laws. Such transactions were made in the ordinary course of business and were made on substantially
the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with parties
not related to the Company, and did not involve more than normal risk of collectability or present other unfavorable features.
Loans to directors and officers must comply
with Cordia lending policies and statutory lending limits, and directors with a personal interest in any loan application are excluded
from participating in discussions or voting on the approval of any such loan application.
There were no transactions beyond normal
banking transactions, as detailed above, during 2015 between Cordia’s directors or officers and Cordia.
SUBMISSION OF BUSINESS PROPOSALS AND
SHAREHOLDER NOMINATIONS
Cordia must receive proposals that shareholders
seek to include in the proxy statement for Cordia’s next annual meeting no later than December 20, 2016. If next year’s
annual meeting is held on a date that is more than 30 calendar days from May 25, 2017, a shareholder proposal must be received
by a reasonable time before Cordia begins to print and mail its proxy solicitation materials for such annual meeting. Any shareholder
proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.
Cordia’s Bylaws provide that, in order
for a shareholder to make nominations for the election of directors or proposals for business to be brought before the annual meeting,
a shareholder must deliver notice of such nomination and/or proposals to Cordia’s Secretary not less than 60 days nor more
than 90 days prior to the date of the annual meeting. However, if less than 71 days’ notice or prior public disclosure of
the annual meeting is given to shareholders, such notice must be delivered not later than the close of business on the tenth day
following the day on which notice of the annual meeting was mailed to shareholders or public disclosure of the meeting date was
made. A copy of the Bylaws may be obtained from Cordia.
SHAREHOLDER COMMUNICATIONS
Cordia encourages shareholder communications
to the Board of Directors and/or individual directors. All communications from shareholders should be addressed to Cordia Bancorp
Inc., 11730 Hull Street Road, Midlothian, Virginia 23112. Communications to the Board of Directors should be sent to the attention
of John P. Wright, Corporate Secretary. Communications to individual directors should be sent to such director at Cordia’s
address. Shareholders who wish to communicate with a committee of the Board of Directors should send their communications to the
attention of the Chairman of the particular committee, with a copy to Peter W. Grieve, the Chairman of the Nominating and Corporate
Governance Committee. It is in the discretion of the Nominating and Corporate Governance Committee as to whether a communication
sent to the full Board should be brought before the full Board.
MISCELLANEOUS
Cordia’s Annual Report on Form 10-K
has been included with this proxy statement. Any shareholder who has not received a copy of the Annual Report on Form 10-K may
obtain a copy by writing to the Corporate Secretary of Cordia. The Annual Report is not to be treated as part of the proxy solicitation
material or as having been incorporated by reference into this proxy statement.
If you and others who share your address
own your shares in “street name,” your broker or other holder of record may be sending only one annual report and proxy
statement to your address. This practice, known as “householding,” is designed to reduce our printing and postage costs.
However, if a shareholder residing at such an address wishes to receive a separate annual report or proxy statement in the future,
he or she should contact the broker or other holder of record. If you own your shares in “street name” and are receiving
multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other holder
of record.
Whether or not you plan to attend the
annual meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope.
MPORTANT ANNUAL
MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you
may choose the voting method outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies
submitted by the Internet must be received by 12:00 a.m., Eastern Time, on May 25, 2016. Vote by Internet Go to www.investorvote.com/BVA
Or scan the QR code with your smartphone Follow the steps outlined on the secure website Using a black ink pen, mark your votes
with an X as shown in this example. Please do not write outside the designated areas. X q IF YOU HAVE NOT VOTED VIA THE INTERNET,
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” ALL OF THE LISTED NOMINEES AND PROPOSALS SETFORTH BELOW. 1. The election as directors of all
nominees listed: + Three-Year Terms: For Withhold For Withhold For Withhold 01 - Thomas L. Gordon 02 - Raymond H. Smith, Jr. 03
- Todd S. Thomson 04 - David Zlatin Two-Year Term: For Withhold 05 - O.R. (Ed) Barham, Jr. For Against Abstain 2. The ratification
of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2016. Non-Voting Items Change of Address — Please print your new address below. Comments
— Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.
Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below When shares
are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the
signer is a corporation, please sign full corporate name by duly authorized officer. Date (mm/dd/yyyy) — Please print date
below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX
+ 02BSJC .
YOUR VOTE IS IMPORTANT!
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON MAY 25, 2016
THE PROXY STATEMENT AND ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT www.edocumentview.com/BVA. q IF YOU HAVE NOT VOTED VIA
THE INTERNET, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q REVOCABLE PROXY —
CORDIA BANCORP INC. ANNUAL MEETING OF SHAREHOLDERS — May 25, 2016, 12:00 p.m. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS The undersigned shareholder of record hereby appoints Roy Barzel and Steve Lewis, each with full power of substitution,
as Proxies for the shareholder, to attend the Annual Meeting of the Shareholders of Cordia Bancorp Inc. (the “Company”),
to be held at the Hampton Inn, 3620 Price Club Boulevard, Midlothian, Virginia on Wednesday, May 25, 2016, at 12:00 noon, local
time, and any adjournments thereof, and to vote all shares of the common stock of the Company that the shareholder is entitled
to vote upon each of the matters referred to in this Proxy and, at their discretion, upon such other matters as may properly come
before this meeting. Any prior proxies or voting instructions are hereby revoked. This proxy, properly signed and dated, will
be voted as directed, but if no instructions are specified, this proxy, properly signed and dated, will be voted “FOR”
each of the nominees and proposals listed on the reverse side presented at the annual meeting, including whether or not to adjourn
the meeting, this proxy will be voted by the proxies in their judgment. At the present time, the Board of Directors knows of no
other business to be presented at the annual meeting. This proxy also confers discretionary authority on the Proxy Committee of
the Board of Directors to vote (1) with respect to the election of any person as director, where the nominees are unable to serve
or for good cause will not serve and (2) on matters incident to the conduct of the annual meeting. The above-signed acknowledges
receipt from the Company, before the execution of this proxy, of a proxy statement and Annual Report on Form 10-K for the Company,
and that the above-signed has reviewed such proxy statement and Annual Report on Form 10-K. PLEASE PROVIDE YOUR INSTRUCTIONS TO
VOTE BY THE INTERNET OR COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
IMPORTANT ANNUAL
MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the
designated areas. X q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals
— THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE LISTED NOMINEES AND PROPOSALS SETFORTH BELOW. 1.
The election as directors of all nominees listed: + Three-Year Terms: For Withhold For Withhold For Withhold 01 - Thomas L. Gordon
02 - Raymond H. Smith, Jr. 03 - Todd S. Thomson 04 - David Zlatin Two-Year Term: For Withhold 05 - O.R. (Ed) Barham, Jr. For Against
Abstain 2. The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2016. Authorized Signatures — This section must be completed
for your vote to be counted. — Date and Sign Below When shares are held by joint tenants, both should sign. Executors, administrators,
trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature
2 — Please keep signature within the box. 1UPX + 02BSKC.
YOUR VOTE IS IMPORTANT! IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON MAY 25, 2016 THE PROXY STATEMENT AND ANNUAL REPORT TO SHAREHOLDERS
ARE AVAILABLE AT www.edocumentview.com/BVA. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE. q REVOCABLE PROXY — CORDIA BANCORP INC. ANNUAL MEETING OF SHAREHOLDERS — May 25, 2016, 12:00 p.m. THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of record hereby appoints Roy Barzel and Steve Lewis,
each with full power of substitution, as Proxies for the shareholder, to attend the Annual Meeting of the Shareholders of Cordia
Bancorp Inc. (the “Company”), to be held at the Hampton Inn, 3620 Price Club Boulevard, Midlothian, Virginia on Wednesday,
May 25, 2016, at 12:00 noon, local time, and any adjournments thereof, and to vote all shares of the common stock of the Company
that the shareholder is entitled to vote upon each of the matters referred to in this Proxy and, at their discretion, upon such
other matters as may properly come before this meeting. Any prior proxies or voting instructions are hereby revoked. This proxy,
properly signed and dated, will be voted as directed, but if no instructions are specified, this proxy, properly signed and dated,
will be voted “FOR” each of the nominees and proposals listed on the reverse side presented at the annual meeting,
including whether or not to adjourn the meeting, this proxy will be voted by the proxies in their judgment. At the present time,
the Board of Directors knows of no other business to be presented at the annual meeting. This proxy also confers discretionary
authority on the Proxy Committee of the Board of Directors to vote (1) with respect to the election of any person as director,
where the nominees are unable to serve or for good cause will not serve and (2) on matters incident to the conduct of the annual
meeting. The above-signed acknowledges receipt from the Company, before the execution of this proxy, of a proxy statement and
Annual Report on Form 10-K for the Company, and that the above-signed has reviewed such proxy statement and Annual Report on Form
10-K. PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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