UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14a14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment

(Amendment No. __))

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Filed by a Party other than the Registrant ¨

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¨ Preliminary Proxy Statement

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x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Under §240.14a-12

First United Corporation

(Name of Registrant as Specified in Its Charter)

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FIRST UNITED CORPORATION

19 South Second Street

Oakland, Maryland 21550-0009

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 31, 20222023

Dear Shareholders of First United Corporation:

Notice is hereby given that the 20212023 Annual Meeting of the Shareholders (the “2022“2023 Annual Meeting”) of First United Corporation (the “Corporation”) will be held at 10:9:00 a.m., Eastern Time, on May 12, 2022,11, 2023, and at any adjournment or postponement thereof. TDue to the public health impact of the COVID-19 pandemic and to assist in protecting the health and well-being of our shareholders, employees and the community, the 2022he 2023 Annual Meeting will be held in a virtual-only format through the Internet website,at www.meetnow.global/FUNC2022.The Wisp Hotel – Crawford Room, 290 Marsh Hill Road, McHenry, Maryland 21541.

The purposes of the 20222023 Annual Meeting are to vote on several matters being proposed by the Corporation’s Board of Directors (the “Board”):

In the event that any other business properly comes before the 20222023 Annual Meeting or at any adjournment or postponement thereof, shareholders will also be asked to vote on such business.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Shareholders. The Board recommends a vote on the enclosed Proxy Card “FOR” each of the twosix director nominees named in the Proxy Statement and “FOR” each of Proposals 2, 3, 4, and 5.4.

The Board has fixed February 28, 20222023 (the “Record Date”) as the record date for purposes of determining shareholders who are entitled to notice of, and to vote at, the 20222023 Annual Meeting, pursuant to the Maryland General Corporation Law. The 20222023 Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this notice may be taken without further notice to shareholders, unless required by law or the Bylaws.Corporation’s bylaws.

Whether or not you expect to attend the virtual 20222023 Annual Meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet voting site, available at www.envisionreports.com/FUNC, (ii) calling (800) 652-8683, or (iii) signing, dating and returning the Proxy Card or Voting Instruction Form provided to you. You are urged to complete and submit the enclosed Proxy Card, even if your shares have been sold after the Record Date.

If your shares of common stock are held in a brokerage account or by a bank, trustee or other nominee (i.e., your shares are held in “street name”), you will receive a Voting Instruction Form from that nominee. You must provide voting instructions by completing the Voting Instruction Form and returning it to your broker, bank, trustee or other nominee for your shares to be voted. We recommend that you instruct your broker, bank, trustee or other nominee to vote your shares on the enclosed Voting Instruction Form. The proxy is revocable and will not affect your right to vote in person if you attend the 20222023 Annual Meeting.

You will be able to attend the 20222023 Annual Meeting regardless of how your shares of common stock are held, but only shareholders of record, beneficial owners who have obtained a “legal proxy” from their brokers, banks, trustees, or other nominees, and other persons who hold valid proxies will be able to vote in person (virtually) at the 20222023 Annual Meeting.

Anyone acting as proxy agent for a shareholder must present a proxy card that has been properly executed by the shareholder, that authorizes the agent to so act, and that is in form and substance satisfactory to the Inspector of Election and consistent with the Bylaws.Corporation’s bylaws.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE 20222023 ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE 20222023 ANNUAL MEETING VIRTUALLY.MEETING. ACCORDINGLY, AFTER READING THE PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL AS DESCRIBED ON THE PROXY CARD. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE 20222023 ANNUAL MEETING, VIRTUALLY, WE RECOMMEND THAT YOU VOTE USING THE PROXY CARD PRIOR TO THE 20222023 ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE 20222023 ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A LEGAL PROXY FROM YOUR BROKER, BANK, TRUSTEE, OR OTHER NOMINEE, YOU MAY STILL MAY ATTEND THE VIRTUAL 20222023 ANNUAL MEETING AND VOTE YOUR SHARES AT THE 20222023 ANNUAL MEETING.

Regardless of the number of shares of common stock of the Corporation that you own, your vote will be important. Thank you for your continued support, interest and investment in First United.

By order of the Board of Directors

TONYA K. STURM

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20222023 ANNUAL MEETING TO BE HELD ON MAY 12, 2022.11, 2023.

The Proxy Statement, the accompanying Proxy Card, and the Corporation’s Annual Report to Shareholders (including its Annual Report on Form 10-K for the year ended December 31, 2021)2022) are available free of charge at www.envisionreports.com/FUNC. Information on this website, other than this Proxy Statement, is not a part of this Proxy Statement.

Please sign, date and promptly return the Proxy Card, or grant a proxy and give voting instructions by Internet or telephone, so that you may be represented at the 20222023 Annual Meeting. Instructions are on your Proxy Card or on the Voting Instruction Form provided by your bank, broker, trust or other nominee.

Brokers might not be able to vote on any of the proposals without your instructions.

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The Board’s Proxy Statement provides a detailed description of the business to be conducted at the 20222023 Annual Meeting. We urge you to read the Proxy Statement, including the appendices, carefully and in their entirety.

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FIRST UNITED CORPORATION

19 South Second Street

Oakland, Maryland 21550-0009

(800) 470-4356

PROXY STATEMENT

This Proxy Statement and the accompanying Proxy Card are being furnished in connection with the solicitation by the Board of Directors (the “Board”) of First United Corporation, a Maryland corporation (the “Corporation”), of proxies to be voted at the 20222023 Annual Meeting of Shareholders (the “2022“2023 Annual Meeting”) to be held at 10:9:00 a.m., Eastern Time, on May 12, 2022,11, 2023 at The Wisp Hotel – Crawford Room, 290 Marsh Hill Road, McHenry, Maryland 21541 and at any adjournment or postponement thereof. Due to the public health impact of the COVID-19 pandemic and to assist in protecting the health and well-being of our shareholders, employees and the community, the 2022 Annual Meeting will be held in a virtual-only format through the Internet website, www.meetnow.global/FUNC2022thereof. This Proxy Statement and Proxy Card, along with the 20212022 Annual Report to Shareholders (including the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021)2022) will be first sent or given to shareholders on or about March 31, 2022.2023.

For information about how to attend and vote in person (virtually) at the 20222023 Annual Meeting, see “When and where will the 20222023 Annual Meeting be held?” below.

As used in this Proxy Statement, the terms “the Corporation”, “we”, “us”, and “our” refer to First United Corporation and, unless the context clearly requires otherwise, its consolidated subsidiaries.

QUESTIONS AND ANSWERS ABOUT THE 20222023 ANNUAL MEETING

Why am I receiving this Proxy Statement?

The Board has fixed February 28, 20222023 (the “Record Date”) as the record date for purposes of determining shareholders who are entitled to notice of, and to vote at, the 20222023 Annual Meeting pursuant to the Maryland General Corporation Law (the “MGCL”). You are receiving this Proxy Statement because you owned shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), as of the close of business on the Record Date, and the Board is soliciting proxy votes with respect to the following matters that will be presented at the 20222023 Annual Meeting, as well as suchsuch other business as may be properly brought before the meeting or any adjournment or postponement thereof:

As further described below, we request that you promptly vote your shares to express your support of or opposition to the proposals.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN PROPOSAL 1 AND “FOR” EACH OF PROPOSALS 2, 3, 4 AND 5.and 4.

Is my vote important?

Your vote will be particularly important at the 2022 Annual Meeting because one of the Board’s proposals (Proposal 2) seeks shareholder approval of an amendment to the Charter, which requires the affirmative vote of shareholders who hold at least two-thirds of all issued and outstanding shares of the Common Stock.

To vote at the 20222023 Annual Meeting, you must complete, sign, date and return the enclosed Proxy Card, or follow the instructions provided in the Proxy Card for submitting a proxy over the Internet or by telephone, or vote in person (virtually) at the 20222023 Annual Meeting.

When and where will the 20222023 Annual Meeting be held?

The 20222023 Annual Meeting is scheduled to be held at 10:9:00 a.m., Eastern Time, on May 12, 2022.11, 2023 Due to the public health impact of the COVID-19 pandemic and to assist in protecting the health and well-being of our shareholders, employees and the community, the 2022 Annual Meeting will be held in a virtual-only format.at The Wisp Hotel – Crawford Room, 290 Marsh Hill Road, McHenry, Maryland 21541.

You will be able to attend the 20222023 Annual Meeting regardless of how your shares of common stock are held, but only shareholders of record and beneficial owners who have obtained a “legal proxy” from their brokers, banks, trustees, or other nominees will be able to vote at the 20222023 Annual Meeting in person (virtually).person.

Who is soliciting my vote?

The Board is soliciting your proxy to vote your shares of Common Stock on all matters scheduled to come before the 20222023 Annual Meeting, whether or not you attend the virtual 20222023 Annual Meeting. By completing, signing, dating and returning the Proxy Card or Voting Instruction Form, or by submitting your proxy and voting instructions over the Internet or by telephone, you are authorizing the persons named as proxies to vote your shares of Common Stock at the 20222023 Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Corporation’s directors, director nominees, and certain executive officers and other employees of the Corporation.

What are the Board’s recommendations?

Our Board unanimously recommends that you vote with respect to the proposals as follows:

Who is entitled to vote at the 20222023 Annual Meeting?

The Common Stock is the only class of capital securities of the Corporation that may be voted at the 20222023 Annual Meeting. As of the close of business on the Record Date, 6,623,7586,670,071 shares of Common Stock were issued and outstanding. A shareholder of record who held shares of Common Stock as of the Record Date may cast one vote for each share held on each matter that is submitted to shareholders. If you were not the record owner of your shares as of the Record Date but held them through a broker, bank, trustee or other nominee in “street name”, then you cannot vote in person (virtually) at the 20222023 Annual Meeting unless you obtain a legal proxy from your broker, bank, trustee, or other nominee and submit that legal proxy to Computershare by 5:00 p.m., Eastern Time, on May 9, 2022. See the discussion above under the heading “When and where will the 2022 Annual Meeting be held?” for instructions on how to vote in person (virtually)Inspector of Elections at the 20222023 Annual Meeting.

Shares may be voted in person at the 20222023 Annual Meeting only if the shareholder of record holding such shares or the beneficial owner of such shares with a legal proxy is attending the virtual 20222023 Annual Meeting or if such shares are represented by a valid proxy.

What is the difference between a shareholder of “record” and a “beneficial owner’ or a “street name” holder?

If your shares are registered directly in your name, then you are considered the shareholder of record with respect to those shares. The Corporation sent the proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank, trustee or other nominee, then the broker, bank, trustee or other nominee is considered to be the shareholder of record with respect to those shares. In that case, you are considered to be the beneficial owner of those shares, your shares are said to be held in “street name,” and the proxy materials will be forwarded to you by that nominee. Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trustee or other nominee how to vote their shares. If you do not provide voting instructions to your broker, then your shares will not be voted at the 20222023 Annual Meeting on any proposal with respect to which your broker does not have discretionary authority. If you own your shares in street name, please instruct your bank, broker, trustee or other nominee how to vote your shares using the Voting Instruction Form provided by your bank, broker, trustee or other nominee so that your vote can be counted. The Voting Instruction Form provided by your bank, broker, trustee or other nominee holding your shares may also include information about how to submit your voting instructions over the Internet or by telephone. The Proxy Card accompanying this Proxy Statement will provide information regarding Internet and telephone voting.

What constitutes a quorum?

A quorum is required to hold and conduct business at the virtual 20222023 Annual Meeting. The presence in person (by attending the meeting virtually)meeting) or by proxy of holders of record of a majority of all issued and outstanding shares of Common Stock that are entitled to vote at the 20222023 Annual Meeting will constitute a quorum. Shares are counted as present at the 20222023 Annual Meeting if:

If you are a record holder and you submit your proxy, then, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the 20222023 Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” then your shares are counted as present for purposes of determining a quorum if you provide voting instructions to your broker, bank, trust or other nominee and such broker, bank, trust or other nominee submits a proxy covering your shares. In the absence of a quorum, the 20222023 Annual Meeting may be adjourned, from time to time, by a majority vote of the shareholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend.

Who can attend the 2022 Annual Meeting?

Admission to the virtual 2022 Annual Meeting is limited to shareholders and their duly appointed proxy holders as of the close of business on the Record Date. If you wish to attend the virtual 2022 Annual Meeting, you must register in advance. Requests for registration to attend the 2022 Annual Meeting must be received no later than 5:00 p.m., Eastern Time, on May 9, 2022. The process to register to attend the 2022 Annual Meeting depends on how your Common Stock is held. If you were a shareholder of record as of the Record Date and your shares were registered directly in your name with our transfer agent, Computershare, Inc., then you may register to attend the 2022 Annual Meeting. Shareholders of record as of the Record Date may register to participate in the Annual Meeting remotely by visiting the website www.meetingnowglobal/FUNC2022. Please have your proxy card, or Notice, containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. If you were not a record holder, but were a beneficial owner and your shares were held by a broker, bank, trust or other nominee in “street name” as of the Record Date, you will need to obtain a legal proxy from your broker, bank or nominee. Once you have received a legal proxy from your broker, bank or nominee, it should be emailed to Computershare Trust Company, N.A. (“Computershare”) at legalproxy@computershare.com and should be labeled “Legal Proxy” in the subject line. Please include proof from your broker, bank or nominee of your legal proxy (e.g., a forwarded email from your broker, bank or other agent with your legal proxy attached, or an image of your legal proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. on May 9, 2022 EST. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/FUNC2022 and enter your control number.

Your vote is very important. Please submit your Proxy Card even if you plan to attend the virtual 2022 Annual Meeting.

How do I vote my shares?

Shareholders may vote on matters that are properly presented at the 20222023 Annual Meeting in four ways:

The Corporation is offering registered shareholders the opportunity to vote their shares by telephone or electronically through the Internet, in addition to following the traditional method of completing a paper Proxy Card and returning it by mail. Shareholders may vote by telephone or via the Internet by following the procedures described on the Proxy Card. To vote via telephone or the Internet, please have the Proxy Card in hand, and call the number or go to the website listed on the Proxy Card and follow the instructions. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly.

Please note that if you hold your shares in a stock brokerage account or if your shares are held by a broker, bank, trust or other nominee (that is, in “street name”), then your broker, bank, trustee or other nominee will not vote your shares of Common Stock on any proposal unless you provide voting instructions to your broker, bank, trustee or other nominee or your broker, bank, trustee or other nominee has discretionary authority with respect to that proposal. You should instruct your broker, bank, trustee or other nominee to vote your shares by following the instructions provided by the broker, bank, trustee or other nominee when it sends this Proxy Statement to you. You may not vote shares held in street name by returning a Voting Instruction Form directly to the Corporation or by voting at the virtual 20222023 Annual Meeting unless you provideobtain a “legal proxy”, which you must obtain from your bank, broker, trustee or nominee.

The instructions by which you may vote your shares at the virtual 2022 Annual Meeting differ based on whether you hold shares in your name as the shareholder of record or in street name. Shares held in your name as the shareholder of record may be voted at the 2022 Annual Meeting if you have registered to attend the 2022 Annual Meeting, by completing the following steps: clicking on the Shareholder Ballot link on the virtual 2022 Annual Meeting site; completing the electronic ballot;nominee and clicking ‘Sign and Submit’ to havesubmit it sent directly to the Inspector of Election before the polls are closed at the  2022 Annual Meeting. Shares held beneficially in street name may be voted at the 2022 Annual Meeting only if you have registered to attend the 2022 Annual Meeting and obtained a legal proxy from the broker, bank, trust or other nominee that holds your shares as of the Record Date, indicating that you were a beneficial owner of shares as of the close of business on such date and the number of shares that you beneficially owned at that time. Your legal proxy must be saved as a PDF or image file format in order to upload a copy with your electronic ballot during the virtual 2022 Annual Meeting.Elections. The Corporation is not involved in the provision of legal proxies from brokers to beneficial shareholders. If you either do not request a legal proxy prior to the 2022 Annual Meeting or your broker fails to provide you a legal proxy, then you will not be able to change your previously submitted vote at the 2022 Annual Meeting or vote for the first time at the 2022 Annual Meeting. If you have registered to attend the 2022 Annual Meeting, you may vote by completing the following steps: clicking on the Shareholder Ballot link on the virtual Annual Meeting site; completing the electronic ballot; uploading your Legal Proxy or other evidence of authority to vote; and clicking ‘Sign and Submit’ to have it sent directly to the Inspector of Election before the polls are closed at the virtual 2022 Annual Meeting.

YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the virtual 20222023 Annual Meeting, we recommend that you also submit your proxy or voting instructions by Internet, telephone, or mail so that your vote will be counted if you later decide not to attend the 20222023 Annual Meeting. The Internet and telephone voting facilities will close at the time the polls close on May 12, 2022.11, 2023. Shareholders who vote by Internet or telephone need not return a proxy card or the voting instruction form sent by brokers, banks, trusts or other nominees.

How can I change my vote or revoke my proxy?

A shareholder of record who submits a proxy may revoke that proxy at any time before it is voted at the 20222023 Annual Meeting or before the authority granted is otherwise exercised by (i) executing a later dated Proxy Card that we receive before 10:9:00 a.m., Eastern Time, on May 12, 2022;11, 2023; (ii) submitting a proxy at a later time by Internet or telephone with regard to the same shares; (iii) giving written notice of revocation that is dated later than the date of your proxy to the attention of the Secretary at First United Corporation, 19 South Second Street, Oakland, Maryland 21550-0009 or (iv) attending and voting virtually at the 20222023 Annual Meeting. Attendance by a shareholder at the 20222023 Annual Meeting alone will not have the effect of revoking that shareholder’s validly executed proxy.

If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. You may also vote at the 20222023 Annual Meeting if you obtain a legal proxy from your broker, bank, trust or other nominee that holds your shares in street name, as described above.

How will my shares be voted?

All shares of Common Stock that are entitled to vote and represented by properly submitted proxies received before the polls are closed at the 20222023 Annual Meeting, and not revoked or superseded, will be voted at the 20222023 Annual Meeting in accordance with the instructions indicated on those proxies. Where a choice has been specified on the Proxy Card with respect to the proposals, the shares represented by the Proxy Card will be voted as you specify. If you return a validly executed Proxy Card without indicating how your shares should be voted on a matter and you do not revoke your proxy, then your proxy will be voted: “FOR” the election of the two Boardsix director nominees named in Proposal 1; “FOR” Proposal 2; “FOR” Proposal 3; “FOR” Proposal 4; “FOR” Proposal 5; and in the discretion of the persons named as proxies with respect to any other business that may properly come before the 20222023 Annual Meeting or any adjournment or postponement thereof.

What happens if I do not specify how I want my shares voted? What is discretionary voting? What is a broker non-vote?

If you submit a signed Proxy Card or submit your proxy by telephone or Internet but do not specify how you want your shares voted, then the persons named as proxies will vote your shares as follows:

In addition, the persons named as proxies will have discretionary authority to vote your shares with respect to any other matter that properly comes before the 20222023 Annual Meeting or any adjournment or postponement thereof.

A “broker non-vote” occurs when the broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you own your shares in “street name” through a broker and do not provide voting instructions to your broker, then your broker will not have the authority to vote your shares on any proposal presented at the 20222023 Annual Meeting unless it has discretionary authority with respect to that proposal. In that case, your shares will be considered to be broker non-votes and will not be voted on that proposal. Whether a broker has discretionary authority depends on your agreement with your broker and the rules of the various regional and national exchanges of which your nominee is a member (the “Broker Rules”). Accordingly, it is very important that you instruct your broker on how to vote shares that you hold in street name.

What is the effect of abstentions and broker non-votes on voting?

Abstentions will be counted as present at the 2022 Annual Meeting for the purpose of determining a quorum. Directors are elected by the affirmative vote of a majority of all shares of Common Stock voted at the 20222023 Annual Meeting, so the withholding of a vote for a director nominee, as described in Proposal 1, will constitute a vote against that nominee, but a broker non-vote with respect to the election of directors will have no impact on the outcome of that vote. Abstentions with respect to ProposalProposals 2, will have the same effect as votes against such proposal,3 and abstentions with respect to Proposals 3, 4 and 5 will have no impact on the outcome of those proposals.

A broker non-vote occurs when the broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you own your shares in “street name” and do not provide voting instructions to your broker, then your shares will not be voted at the 20222023 Annual Meeting on any proposal with respect to which your broker does not have discretionary authority. Whether a broker has discretionary authority depends on your agreement with that broker and any Broker Rules to which that broker is subject. The Broker Rules generally prohibit a broker from exercising discretionary voting authority (i.e.(i.e., they cannot vote) on non-routine matters without specific instructions from their customers. Proposals are determined to be routine or non-routine matters based on the Broker Rules. Shares held by such a broker who has not received instructions from the beneficial owner as to how such shares are to be voted will have no effect on the outcome of any of the Board’s proposal except for Proposal 2,proposals, but all such shares will be counted for establishing the presence of a quorum. Because the vote required to approve Proposal 2 is based on the total number of shares outstanding rather than the votes cast, the failure of a beneficial owner to issue voting instructions to the broker who holds shares on that beneficial owner’s behalf will affect the outcome of the vote on Proposal 2. We therefore encourage you to provide voting instructions on a Proxy Card or the Voting Instruction Form provided by the broker that holds your shares, in each case by carefully following the instructions provided.

Could other matters be decided at the 20222023 Annual Meeting?

We do not expect that any other items of business will be presented for consideration at the 20222023 Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning a Proxy Card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any matter in addition to the Proposals discussed herein that may properly come before the 20222023 Annual Meeting (i.e., a matter of which we had notice on or before March 5, 2022)2023).

At the 2022 Annual Meeting of Shareholders, the Board asked shareholders to approve an amendment to our charter that would have lowered the shareholder approval requirements for certain “extraordinary” transactions involving the Corporation from two-thirds of all shares entitled to vote on such matters to a majority of all such shares. Extraordinary transactions include certain mergers and consolidations, a share exchange, a sale of all or substantially all of the corporation’s assets, a conversion into another form of entity, certain charter amendments, the dissolution of the corporation, and the reinstatement of the corporation’s charter following its forfeiture. The Board unanimously recommended that shareholders vote “FOR” the charter amendment proposal. Although 94.2% of the shares voted at the 2022 Annual Meeting voted in favor of the proposal, those shares constituted only 57.8% of all issued and outstanding shares. As a result, the proposal was not approved.

The Board has decided to not bring the charter amendment proposal before shareholders at the 2023 Annual Meeting. We believe that the primary reason the proposal did not receive sufficient support is that a significant proportion of our shares were held by retail shareholders, which is still the case. Retail shareholders generally do not vote proxies in the same high proportion as institutional shareholders, and soliciting the votes necessary to approve a charter amendment proposal under these circumstances is time consuming and expensive. We are committed to bringing this proposal back to shareholders for a vote in the future when we believe that there is sufficient support for it, and we will continue to engage with our shareholders on our efforts to modify the voting standard.

Who will count the votes?

All votes will be tabulated as required by Maryland law, the state of our incorporation, by the independent inspector of election appointed for the 20222023 Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the 20222023 Annual Meeting but not voting and shares represented by proxies that reflect abstentions as to one or more proposals and broker non-votes will be counted as present for purposes of determining a quorum.

When will the voting results be announced?

The final voting results will be reported in a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the 20222023 Annual Meeting. If our final voting results are not available within four business days after the 20222023 Annual Meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

What vote is required with respect to the proposals?

Proposal 1—Election of Directors. Directors are elected by the affirmative vote of a majority of all shares of Common Stock voted at the 20222023 Annual Meeting. The withholding of a vote for a director nominee will constitute a vote against that nominee, but a broker non-vote with respect to the election of directors will have no impact on the outcome of that vote. Brokers and other nominees are generally prohibited from exercising discretionary authority to vote on the election of directors, and any shares held by such a nominee for which beneficial owners do not provide voting instructions will be considered “broker non-votes”. Proxies cannot be voted for more than two directorsthe six director nominees named in Proposal 1 and shareholders cannot cumulate votes.

Proposal 2—Amendment to Corporation’s Charter. The approval of the amendment to the Charter to reduce the votes required to approve certain shareholder actions, from two-thirds of all votes entitled to be cast on the matter to a majority of all votes entitled to be cast on the matter, as described in Proposal 2, requires the affirmative vote of holders of at least two-thirds of the outstanding shares of the Common Stock entitled to vote on Proposal 2 (each share conferring one vote). Because the vote required to approve Proposal 2 is based on the total number of shares outstanding rather than the votes cast at the 2022 Annual Meeting, abstentions and broker non-votes (if any) will have the effect of a vote against Proposal 2.

Proposal 3—Non-binding Resolution to Approve Compensation for Executive Officers. The approval of the non-binding advisory resolution approving the compensation of the Corporation’s named executive officers, as described in Proposal 3, requires the affirmative vote of a majority of the votes cast on that proposal at the 20222023 Annual Meeting. Broker non-votes and abstention will not be treated as votes cast for approval of Proposal 3, and, therefore, will have no effect on the results of the vote. Although the vote on Proposal 32 is advisory and will not be binding on the Corporation or our Board, the Board will review the results of the voting on this proposal and take it into consideration when making future decisions regarding executive compensation as we have done in this and previous years.

Proposal 4—3—Ratification of Auditors. The ratification of the appointment of Crowe LLP, as described in Proposal 4, requires the affirmative vote of a majority of the votes cast on that proposal at the 20222023 Annual Meeting. Broker non-votes and abstentions will not be treated as votes cast for approval of Proposal 43 and, therefore, will have no effect on the results of the vote.

Proposal 5—4— The approval, if necessary or appropriate, of the adjournment or postponement of the 20222023 Annual Meeting to a later date or dates to permit further solicitation of additional proxies in the event there are not sufficient votes at the special meeting to approve any of the foregoing proposals, as described in Proposal 5,4, requires the affirmative vote of a majority of the votes cast on that proposal at the 20222023 Annual Meeting. Broker non-votes and abstentions will not be treated as votes cast for approval of Proposal 54 and, therefore, will have no effect on the results of the vote. The Board does not intend to present Proposal 54 to shareholders if there are sufficient votes present at the 20222023 Annual Meeting to approve Proposals 1 through 4.3.

Who will pay for the solicitation of proxies?

The Corporation will bear the entire cost of the Board’s solicitation of proxies, including the preparation, assembly and mailing of this Proxy Statement, the Proxy Card, the Notice of Annual Meeting of Shareholders and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Corporation will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. No additional compensation will be paid to our directors, officers or staff members for such services.

Do I have appraisal or dissenters’ rights?

Dissenting shareholders do not have appraisal, dissenter’s or other similar rights in connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

Whom should I call if I have questions about the 20222023 Annual Meeting?

If you have questions regarding the 20222023 Annual Meeting, you may contact Tonya K. Sturm, Secretary at 19 S. Second Street, Oakland, MD 21550, or call direct to 301-533-2390.

BENEFICIAL OWNERSHIP OF COMMON STOCK BY

PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information as of February 28, 20222023 relating to the beneficial ownership of the Common Stock by (i) each of the Corporation’s directors, director nominees and named executive officers (as defined below under “Compensation of Executive Officers”), (ii) all directors, director nominees and executive officers of the Corporation as a group, and (iii) each person or group known by the Corporation to beneficially own more than five percent of the outstanding shares of Common Stock. Generally, a person “beneficially owns” shares if he or she has, or shares with others, the right to vote those shares or to invest (or dispose of) those shares, or if he or she has the right to acquire such voting or investment rights, within 60 days of March 16, 202215, 2023 (such as by exercising stock options or similar rights). The percentages shown for 20222023 were calculated based on 6,623,7586,670,071 issued and outstanding shares of Common Stock, plus, for each named person, any shares that such person may acquire within 60 days of March 16, 2022.February 28, 2023. Except as otherwise noted, the address of each person named below is the address of the Corporation. So that shareholders can see how beneficial ownership by our directors, director nominees, and named executive officers has changed, the table also provides beneficial ownership as of April 5, 2021,February 28, 2022, the date with respect to which such information was provided in our definitive proxy statement for the 20212022 Annual Meeting of Shareholders (the “2021“2022 Annual Meeting”).

Notes:

ELECTION OF DIRECTORS (Proposal 1)

The number of directors who shall serve on the Board is currently set at 10, and11. Prior to the 2022 Annual Meeting of Shareholders, the Corporation’s directors arewere divided into three classes, as nearly equal in number as possible, with respectthe directors of each class serving for three-year terms. At the 2021 Annual Meeting of Shareholders, the shareholders approved an amendment to the timeCharter providing for which the directors may hold office. The termsdeclassification of the Class III Directors expire this year. In accordanceBoard over a three-year period such that, commencing with the Corporation’s Amended and Restated Bylaws, beginning with the Class III Directors to betwo directors who were elected at the 2022 Annual Meeting (i.e., I. Robert Rudy and H. Andrew Walls, III), each person who is elected to the Board will hold office for a term of one year and until his or her successor is duly elected and qualified.qualifies. Accordingly, Class III Directors were eliminated as a separate class of directors at the conclusion of the 2022 Annual Meeting. The terms of the Class I Directors expire this year, and that class will be eliminated as a separate class of directors at the conclusion of the 2023 Annual Meeting. John McCullough, a current Class I Director, is not running for re-election at the 2023 Annual Meeting because he has reached the mandatory retirement age set forth in the Corporation’s Amended and Restated Bylaws, as amended to date (the “Bylaws”). The Board intends to eliminate the vacancy that will be created by Mr. McCullough’s retirement by reducing the number of directorships from 11 to 10.

At the 20222023 Annual Meeting, upon the recommendation of the Nominating and Governance Committee (the “Nominating Committee”), the Board will ask shareholders to vote on the election of I. Robert Rudy and H. Andrew Walls, IIIthe following six nominees to serve as Class III Directorsdirectors until the 20232024 Annual Meeting of Shareholders and until their successors are duly elected and qualify.qualify: (i) John F. Barr; (ii) Brian R. Boal; (iii) Beth E. Moran; (iv) I. Robert Rudy; (v) Marisa A. Shockley; and (vi) H. Andrew Walls, III. Messrs. RudyBarr and WallsBoal and Ms. Shockley are incumbent directors who were elected by shareholders at the 20192020 Annual Meeting of ShareholdersShareholders. As noted above, Messrs. Rudy and Walls are standingincumbent directors who were elected by shareholders at the 2022 Annual Meeting of Shareholders. The Board elected Ms. Moran as a director in January 2023 after being recommended for re-election.election by a shareholder. In the event a nominee declines or is unable to serve as a director, which is not anticipated, the proxies designated on the Proxy Card will vote in their discretion with respect to a substitute nominee named by the Board, or the Board will reduce the total size of the Board, in its discretion. You may not vote for a greater number of nominees than the twosix nominees named in this Proxy Statement and on the Proxy Card.

Information about the principal occupations, business experience and qualifications of Messrs. Barr, Boal, Rudy and Walls and Mses. Moran and Shockley is provided below under the heading “Qualifications of Director Nominees and Current Directors.”

Because each of the nominees is a current director of the Corporation, each has an interest in the outcome of the vote on Proposal 1.

The Board unanimously recommends that shareholders vote “FOR” each of the director nominees named above.

CONTINUING DIRECTORS

The following table identifies each director of the Corporation whose term does not expire at the 20222023 Annual Meeting. Information about the principal occupations, business experience and qualifications of these continuing directors is provided below under the heading “Qualification of Director Nominees and Current Directors.”

Class I Directors

(Terms expire in 2023)

Name

John F. Barr

Brian R. Boal

John W. McCullough

Marisa A. Shockley

Class II Directors

(Terms expire in 2024)

Name

Sanu Chadha
Christy M. DiPietro

Patricia Milon

Carissa L. Rodeheaver

QUALIFICATIONS OF DIRECTOR NOMINEES AND CURRENT DIRECTORS

The Nominating Committee believes that all director nominees and continuing directors possess a diverse balance of skills, business experience and expertise necessary to provide leadership to the Corporation. In addition, the Corporation’s nominees bring extensive knowledge of the communities served by the Corporation through their involvement with their communities, both as business partners and volunteers. The following discussion sets forth the specific experience, qualifications, other attributes and skills of each director nominee and continuing director that led the Nominating Committee to determine that such person should serve on the Board in light of the Corporation’s business and structure. Each of the director nominees has consented to (i) serve as a nominee, (ii) serve as a director if elected, and (iii) to being named as a nominee in this Proxy Statement. All current directors also serve on the board of directors of First United Bank & Trust (the “Bank”), the Corporation’s wholly-owned subsidiary.

Director Nominees for Election

Continuing Directors

CORPORATE GOVERNANCE AND RELATED MATTERS

Our Shareholder Engagement Program

Board-driven engagement. The Board oversees and participates in the shareholder engagement process, and regularly reviews and assesses shareholder input on a range of topics. Both the Chairman and the Lead Director play a central role in the Board’s shareholder engagement efforts, with support and participation from management and other directors.

Year-round engagement and Board reporting. The CEO and CFO, together with other executive management members and directors, conduct regular, year-round outreach to shareholders in-person and by phone to obtain their input on key matters and to inform management and the Board about the issues that shareholders tell us matter most to them. Our shareholder and investor outreach also typically includes investor road shows, analyst meetings, and investor conferences. We also continue to improve our engagement and communications with our retail shareholders, including employee shareholders.

Transparent and informed governance enhancements. The Board routinely reviews and improves the Corporation’s governance practices and policies, including our shareholder engagement practices. Shareholder input is regularly shared with the Board, its committees, and management, facilitating a dialogue that provides shareholders with transparency into our governance practices and considerations, and informs the Corporation’s enhancement of those practices. In addition to shareholder sentiments, the Board considers trends in governance practices and regularly reviews the voting results of our meetings of shareholders, the governance practices of our peers, and current trends in governance.

Environmental, Social, & Governance (“ESG”) at First United

The Bank is a purpose-driven bank. Our vision is to deliver an uncommon commitment to service and solutions that creates values for our customers, our employees, our communities, and our investors. We are committed to helping people and making a difference. We believe that integrating relevant environmental, social, and governance (“ESG”) considerations into our long-term business strategy is key to delivering on those commitments.

Our focus on ESG starts at the top. Our Board is actively engaged on these matters and receives regular updates from our Executive Team. We also conduct routine Board education sessions, facilitated by an external advisor, focusing on ESG.

We are driven by doing what is best for our stakeholders, and that approach is no different when it comesas they are inextricably linked to our ESG strategy.strategy and our delivery of long term value. In 2021,2022, we conducted our first ESG materiality assessment to identify the specific ESG issues that are most impactful to our company and our stakeholders. Through this assessment, we identified four strategic focus areas that will serve as the foundation of our ESG strategy:

We recognize that our shareholders and stakeholders see value in a long-term strategy that integrates relevant ESG matters. Our board and management team remain focused on prudent oversight and active management of these risks and opportunities. Additionally, we welcome shareholder perspectives and feedback on ESG developments, and maintain an active shareholder engagement program throughout the course of the year.

Committees of the Board

The Board has the following committees: an Audit Committee; an Asset and Liability Management Committee; a Strategic Planning Committee; a Compensation Committee; the Nominating Committee; and a Risk and Corporate Compliance Committee. These committees are discussed below.

Audit Committee – The Audit Committee is a separately-designated standing committee established pursuant to Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is responsible for the hiring, setting of compensation and oversight of the Corporation’s independent registered public accounting firm. The Audit Committee also assists the Board in monitoring (i) the integrity of the financial statements, (ii) the performance of the Corporation’s internal audit function and (iii) the Corporation’s compliance with legal and regulatory requirements. In carrying out its duties, the Committee meets with the internal and independent auditors, with and without management present, to discuss the overall scope and plans for their respective audits, the results of their examinations, their evaluations of the Corporation’s internal controls, and the overall quality of the Corporation’s financial reporting. The Board has determined that all audit committee members are financially literate and that Messrs. Boal and McCullough and Mmes. DiPietro and Shockley each qualify as an “audit committee financial expert” as defined by the SEC in Item 407 of Regulation S-K. The Board has adopted a written charter for the Audit Committee, a copy of which is available on the Corporation’s website at https://investors.mybank.com/corporate-overview/documents/default.aspx.

Asset and Liability Management Committee – The Asset and Liability Management Committee reviews and recommends changes to the Corporation’s Asset and Liability, Investment, Liquidity, and Capital Plans.

Strategic Planning Committee – The Strategic Planning Committee focuses on long-term planning to ensure that management’s decisions take into account the future operating environment, the development of corporate statements of policy, and review of management’s internal and external information through its Enterprise Risk Management framework.

Compensation Committee– The Compensation Committee is responsible for developing a compensation policy for the executive officers and for recommending to the Board a compensation policy for the directors of the Corporation and its subsidiaries, overseeing the Corporation’s various compensation plans and managing changes for executive compensation and recommending changes for director compensation.  The Committee determines executive compensation pursuant to the principles discussed below under the heading “Renumeration of Executive Officers.” The Board reviews and, where appropriate, approves or ratifies committee recommendations.  The Compensation Committee may not delegate its authority to any other person or corporate body without the authorization of the Board. The Compensation Committee has adopted a written charter, a copy of which is available on the Corporation’s website at https://investors.mybank.com/corporate-overview/documents/default.aspx.

Nominating Committee – The Nominating Committee is responsible for developing qualification criteria for directors, reviewing director candidates recommended by shareholders (see “Director Recommendations and Nominations” below), actively seeking, interviewing and screening a diverse group of individuals qualified to become directors, recommending to the Board those candidates who should be nominated to serve as directors and developing and recommending to the Board for adoption corporate governance guidelines, codes of ethics and similar policies. The Nominating Committee has a written charter, a copy of which is available on the Corporation’s website at https://investors.mybank.com/corporate-overview/documents/default.aspx.

Risk and Corporate Compliance Committee– The Risk and Compliance Committee is responsible for reviewing the Bank’s overall risk profile and the alignment of the Corporation’s risk profile with the Corporation’s strategic plan, goals and objectives. The Committee is also responsible for reviewing outstanding audit issues and compliance recommendations as identified by various internal or external parties, approving operational risk programs such as the Bank Protection Act Program, the Business Continuity Planning Program, Cybersecurity Program, the Information Security Program, Privacy Program, Identification Theft/Red Flag Program and Bank Secrecy Act Program.  The Risk and Compliance Committee is responsible for the annual review of any significant vendor relationships, litigation or consumer complaints as well as the adequacy and effectiveness of the Compliance Program, and the Corporation’s insurance programs and policies in place.  The Committee monitors classified credits and management’s plans for those credits.

Current Board Committee Membership and Number of Meetings

Board Policies

The Board is committed to setting a tone of the highest ethical standards and performance for our management, officers, and the Corporation as a whole. The Board believes that strong corporate governance practices are a critical element of doing business. As such, the Board has adopted: (i) a Code of Ethics for directors; (ii) Corporate Governance Guidelines for directors; (iii) a Code of Ethics for senior financial officers, which applies to the Corporation’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; (iv) an Insider Trading Policy; and (v) a Luxury Expenditure Policy. These codes and policies are reviewed on a regular basis to ensure that they reflect the best interests of the Corporation and its shareholders. These codes and policies may be found on the Corporation’s website at https://investors.mybank.com/corporate-overview/documents/default.aspx.

Director Independence

Pursuant to Rule 5605(b)(1) of the Nasdaq Rules, a majority of the Corporation’s directors must be “independent directors” as that term is defined by Rule 5605(a)(2) of the Nasdaq Rules. The Board has determined that each of John F. Barr, Brian R. Boal, Sanu Chadha, Christy M. DiPietro, John W. McCullough, Patricia Milon, Beth Moran, I. Robert Rudy, Marisa A. Shockley, and H. Andrew Walls, III is an “independent director”, and these independent directors constitute a majority of the Board. Until they retired from the Board on May 5, 2021 and May 20, 2021, respectively, each of M. Kathryn Burkey and Gary R. Ruddell was an “independent director”. Each of the members of the Audit Committee, Compensation Committee, and Nominating Committee is an “independent director”. Each member of the Audit Committee also satisfies the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq Rules. In making these independence determinations, the Board in addition toconsidered the transactions described below in the section of this Proxy Statement entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”, considered the amounts paid to Morgantown Printing & Binding (“MP&B”), a corporation owned by Mr. Walls and a trust established for the benefit of his minor children. Neither the fees paid to MP&B in 2021 nor in any of the past three fiscal years exceeded 5% of MP&B’s consolidated gross revenues for such years..

Board’s Role in Strategy

The Board’s most important functions are to oversee the development and execution of the Corporation’s long-term strategy and oversee the development and execution of the Corporation’s risk management profile. Management and the Board regularly discuss the Corporation’s strategy and progress toward achieving its strategic objectives and reviews the Corporation’s risk factors in light of the current economy, regulatory and political environments. These discussions result in Board input that informs updates to the strategic plan, which are presented to the Board for approval on an annual basis. The Corporation’s strategic planning process also includes periodic reviews of strategic alternatives performed by an independent strategic planning consultant. The resulting assessment of the Corporation’s long-term strategy to create shareholder value is reviewed by the Board and used to inform ongoing strategy development.

Board Leadership and Role in Risk Oversight

The Bylaws provide that the Chairman of the Board shall be the CEO of the Corporation. The Board has employed this leadership structure since the Corporation’s formation in 1984 because it believes that a single leader serving as both Chairman of the Board and CEO is the most appropriate leadership structure for the Corporation. By having one person serve as both Chairman and CEO, the Board believes that the Corporation demonstrates to shareholders, customers, employees, vendors, regulators, and other stakeholders that we have strong leadership, with a single individual setting the tone and having primary responsibility for managing and leading the Corporation. Further, the Board believes that this structure reduces the potential for confusion or duplication of efforts and assures clarity of leadership.

The Board recognizes, however, the importance of independent oversight and support, particularly when the operations of and issues faced by a highly-regulated, publicly-traded corporation such as the Corporation can be complex. Accordingly, the Board appoints an Independent Lead Director, whose role is to assist the Chairman of the Board in ensuring strong and effective corporate governance. The Independent Lead Director is responsible for facilitating the resolution of issues relating to the performance of the Chairman of the Board and CEO and other members of management, or any other issue that a director, an officer or an employee believes should be addressed by someone other than the Chairman of the Board and CEO. In furtherance of that objective, the Board has adopted an Independent Lead Director Policy, which provides that the duties and rights of the Independent Lead Director shall include: (i) presiding at (a) all Board meetings at which the Chairman of the Board is not present, and (b) all executive sessions of independent directors; (ii) serving as a liaison between the Chairman of the Board and the independent directors; (iii) pre-approving Board meeting agendas; (iv) pre-approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items; (v) the authority to convene meetings of the independent directors; and (vi) if reasonably requested by shareholders, making himself or herself reasonably available for consultation and direct communication with major shareholders. Annually, the independent directors appoint one director recommended by the Nominating Committee to serve as the Independent Lead Director. Mr. McCullough currently serves as the Independent Lead Director.

The Board reviews our leadership structure from time to time in light of the issues that we face and the qualities, experience, skills and education of the directors who comprise the Board. The Board has the power to revise this leadership structure should it deem such a revision necessary or appropriate.

In addition, the Board believes that it is important for the success of our leadership structure to have a strong, competent and independent Board. The Corporation has a well-developed and well-seasoned Board, comprised of the Chairman and CEO and elevennine additional directors who are “independent directors”, as defined by the Nasdaq Rules. The Board believes that this high percentage of independence assures an objective and shareholder-based view of the Corporation’s operations.

Of these independent directors, twofour members qualify as an “audit committee financial expert”, as defined by rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002. Although the credentials of each director are noted elsewhere in this Proxy Statement, it is worth illustrating the credentials of these twofour directors that make them eligible for this distinction:

The strength of the Board, and a valuable counter-balance to management, is found in the risk management practices employed by the Board, directly and through its various specialized committees and the Independent Lead Director. The Board, as part of its oversight and governance functions, regularly reviews risks and appropriate modeling of Asset Liability Management, loan concentrations, liquidity, management succession and capital planning. The Risk and Compliance Committee is responsible for reviewing the Bank’s overall risk profile and the alignment of the Corporation’s risk profile with the Corporation’s strategic plan, goals and objectives. The Risk and Compliance Committee is also responsible for reviewing outstanding audit issues and compliance recommendations as identified by various internal or external parties, approving operational risk programs such as the Bank Protection Act Program, the Business Continuity Planning Program, Cybersecurity Program, the Information Security Program, Privacy Program, Identification Theft/Red Flag Program and Bank Secrecy Act Program.  The Risk and Compliance Committee is responsible for the annual review of any significant vendor relationships, litigation or consumer complaints as well as the adequacy and effectiveness of the Compliance Program, and the Corporation’s insurance programs and policies in place.  The Risk and Compliance Committee monitors classified credits and management’s plans for those credits. An internal risk management committee, which comprised of the Director of Risk Management and various associates of the Corporation, oversees the Enterprise Risk Management system and reports to the Risk and Compliance Committee.

To maintain a level of independence from management, the Board conducts regular executive sessions of independent directors. These sessions are led by Mr. McCullough, who serves as the Independent Lead Director and Chairman of the Nominating Committee.

Attendance at Board Meetings

The Board held 13 meetings in 2021.2022. Directors are expected to attend a combined minimum attendance of 75% of all Board and committee meetings for which they are a member and the strategic planning meeting, and the annual shareholder meeting. Each director who served as such during 20212022 attended at least 75% of the aggregate of (i) the total number of meetings of the Board (held during the period served) and (ii) the total number of meetings held by all committees of the Board on which that person served (held during the period served).

Board, Committee and Director Evaluations

The Board, led by the Nominating Committee, conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. Under each committee’s charter, the committee evaluates and assesses its performance, skills and resources required to meet its obligations under its charter at least annually. Results of the evaluations are then presented to the Board and its committees and used to determine actions designed to enhance the operations of the Board and its committees going forward.

Director Retirement and Board Refreshment

The Bylaws provide that no person may be elected to the Board at any meeting of shareholders if he or she is or will be 72 years of age or older during the calendar year in which such meeting occurs. In 2018, the Nominating Committee began discussions about a formal director refreshment plan in light of upcoming director retirements. This plan was formalized in 2019 and identifies desired skillsets and industry expertise of future nominees, as well as encourages diversity of members.

We believe that Board refreshment is an integral part of effective governance. While we value the insight of our longer tenured directors and their understanding of the Corporation’s business and the banking industry, we do understand the ongoing need to consider new director candidates who can provide new viewpoints. As a result, we believe that it is important to a board’s oversight role to have an appropriate balance between experienced directors and less tenured directors. Since 2014, we have added six new directors. In 2019, we reduced the size of our Board with the retirement of a long-standing director. Two additional directors retired in 2020, and we anticipate future retirements in 2023. We have begun a proactive search process to identify a number of independent board candidates that will enhance our Board’s diversity and provide expertise in key areas such as banking/financial, regulatory, compliance, technology and innovation.

We believe our ongoing Board evolution will result in the strategic refreshment of our independent directors, reduce our Board size, maintain our commitment to diversity and ensure the skillset of our board continues to align with our long-term strategy.

Director Onboarding and Education

Overview. Director onboarding and ongoing education programs are important components of fostering Board effectiveness. The Corporate Governance Guidelines provide that directors receive continuing education in areas that will assist them in their duties. The Director Onboarding and Ongoing Education Program engages directors through a mixture of in-house training and outside programs.

Onboarding. The Corporation’s comprehensive program begins with director onboarding activities and includes a thorough orientation process that acclimates new directors to the Corporation, the Board and management. Director onboarding involves a combination of written materials, oral presentations, and meetings with members of the Board and management. Topics covered include: strategic planning, regulatory, financial statements, capital planning, legal and corporate governance matters as well as a Board committee orientation.

Committee Rotation. Directors are rotated through committee assignments every two to three years based on their skillsets to ensure they develop a comprehensive overview of each committee and its role in corporate governance.

Ongoing Education. In an effort to hone their skills, and to assure their continued independence, members of the Board undertake regular training. A number of methods are employed to provide in-depth training. On frequent occasions, internal training is provided to familiarize the Board with regulatory requirements imposed on financial institutions by applicable laws such as the Bank Secrecy Act and the Community Reinvestment Act, and they receive regular training on aspects of information technology and cyber security. Periodically, directors attend seminars and economic updates related to banking issues, which offer them the additional benefit of meeting with directors of other financial institutions. All directors have direct access to the American Bankers Association, which enables them to keep abreast of issues pertinent to the banking industry and to research banking materials. The FDIC also has available a specific board education program which is periodically used for director training.

The Board also receives in-house training sessions conducted by third party consultants. During 2021,2022, these topics included cyber risk and security, economic updates, community banking trends and Environmental, Social and Governance matters.

Board Diversity

Rule 5605(f)(1) of the Nasdaq Rules defines what it means to be a “Diverse” director. The following table provides information about the diversity of the Corporation’s directors as contemplated by that definition.

Director Recommendations and Nominations

Director candidates may come to the attention of the Nominating Committee from current directors, executive officers, shareholders, or other persons. During 2020, the Nominating Committee adopted a formal policy under which it considers the diversity of candidates for directorship when making nomination recommendations. This policy is intended to help ensure that the pool of candidates is ethnically, racially, and gender diverse. The Nominating Committee periodically reviews its list of candidates available to fill Board vacancies and researches the talent, skills, expertise and general background of these candidates. In evaluating candidates for nomination, the Nominating Committee uses a variety of methods and regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, the need for particular expertise on the Board, and whether the Corporation’s market areas are adequately represented by Board members. In nominating director candidates, the Nominating Committee generally seeks to choose individuals that have skills, education, experience and other attributes that will complement and/or broaden the strengths of the existing directors.

In 2014, the Corporation created an Advisory Council consisting of five separate Advisory Groups, which represent each of our market areas. The Advisory Groups consist of business owners and key individuals within each local market area. The purpose of these Advisory Groups is to foster open discussions that will enable us to enhance our understanding of the difference in each of these markets and the financial needs of the customer base. The meetings are led by local Managing Directors and are also attended by members of the management team and directors. These periodic meetings include topics of discussion such as local market analysis, changes in the market, new products and services, customer engagement, customer experiences, and human talent. These meetings also provide a sounding board for our marketing and advertising plans and provide great opportunities to network with local businesses. From time to time, promising director candidates come to the attention of the Nominating Committee through their service on these Advisory Groups, although such service is not a requirement of being considered for nomination.

The Nominating Committee will from time to time review and consider candidates recommended by shareholders. A shareholder may recommend a director candidate by written notice to the Chairman of the Board or the President, which notice must include: (i) the recommending shareholder’s contact information, including his or her name and address; (ii) the class and number of shares of the Corporation’s capital stock beneficially owned by the recommending shareholder; (iii) the name, address and credentials of the candidate for consideration, including the principal occupation of each proposed nominee; (iv) the number of shares of the Corporation’s capital stock beneficially owned by the candidate; (v) the candidate’s written consent to be considered as a candidate; and (vi) all information relating to such proposed nominee that would be required to be disclosed by Regulation 14A under the Exchange Act promulgated thereunder, assuming such provisions would be applicable to the solicitation of proxies for such proposed nominee. Such recommendation must be delivered or mailed to the Chairman of the Board or the President no less than 150 days nor more than 180 days before the date of the Annual Meeting of Shareholders for which the candidate is being recommended, which, for purposes of this requirement, is deemed to be the same day and month as the prior year’s Annual Meeting of Shareholders. With respect to the 20232024 annual meeting of shareholders, a shareholder who intends to recommend that an individual be considered for nomination by the Nominating Committee must submit notice of such recommendation as provided above no earlier than November 13, 20222023 and no later than December 13, 2022.2023.

Whether recommended by a shareholder or another third party, or recommended independently by the Nominating Committee, a candidate will be selected for nomination based on his or her talents and the needs of the Board. The Nominating Committee’s goal in selecting nominees is to identify persons that possess complementary skills and that can work well together with existing Board members at the highest level of integrity and effectiveness. A candidate, whether recommended by a Corporation shareholder or otherwise, will not be considered for nomination unless he or she maintains strong professional and personal ethics and values, has relevant management experience, and is committed to enhancing financial performance. The Corporation looks for diverse candidates that possess competencies that will support our long-term strategies. These competencies could include expertise in the banking industry, finance, risk management, real estate, marketing, regional geographic markets and economics, strategic planning, executive management, technology or other relevant qualifications. Certain Board positions, such as Audit Committee membership, may require other special skills, expertise or independence from the Corporation.

It should be noted that a director recommendation is not a nomination. The Corporation believes that a shareholder who is entitled to vote for the election of directors and who desires to nominate a candidate for election to be voted on at an Annual Meeting may do so only in accordance with Section 4 and/or Section 14 of Article II of the Bylaws. In addition to satisfying the other conditions set forth therein, a shareholder who intends to nominate a candidate for election to the Board at an Annual Meeting pursuant to Section 4(a)(ii) of Article II of the Bylaws must provide notice of that intention to the Chairman of the Board or the President no less than 150 days nor more than 180 days before the date of the Annual Meeting for which the candidate will be considered, which meeting date will be deemed, for purposes of this requirement, to be on the same day and month as the Annual Meeting of Shareholders for the preceding year. An eligible shareholder or group of shareholders who desires to instead nominate a candidate for election to the Board and have that director nominee included in the Corporation’s proxy statement pursuant to Section 4(a)(iii) and Section 14 of Article II of the Bylaws must, in addition to satisfying with the other requirements and limitations set forth such sections, provide notice of that desire to the Chairman of the Board or the President no less than 150 days nor more than 180 days before the date of the Annual Meeting for which the candidate will be considered, which meeting date will be deemed, for purposes of this requirement, to be on the same day and month as the Annual Meeting of Shareholders for the preceding year, provided that (a) if the subject Annual Meeting is convened more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s Annual Meeting, or if no Annual Meeting was held in the preceding year, then the notice must be received by the Secretary of the Corporation not later than the close of business on the later of (1) the 90^th day before such Annual Meeting or (2) the 10^thday following the day on which the Corporation publicly announced the date of the Annual Meeting, and (b) in no event will an adjournment or postponement of an Annual Meeting for which notice has been given commence a new time period for the giving the notice. See the section of this Proxy Statement entitled “DEADLINES FOR RECEIPT OF DIRECTOR NOMINATIONS” below for additional information.

The foregoing discussion of the sections of the Bylaws relating to the nomination of directors is only a summary of those sections and is qualified in its entirety by the text of those sections. Shareholders are urged to read the Bylaws before submitting a notice relating to the nomination of a director candidate. The Bylaws were filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K, filed with the SEC on November 19, 2021, which can be accessed at the Investor Relations page of our website at https://investors.mybank.com/sec-filings/documents/default.aspxor at the SEC’s website at www.sec.gov. We will promptly provide, without charge, a copy of the Bylaws upon the written or oral request of a shareholder. Written requests should be directed to: First United Corporation, Corporate Secretary, 19 South Second Street, Oakland, Maryland 21550. Telephone requests should be directed to the Corporate Secretary at (301) 533-2390.

Shareholder Communications with the Board

Shareholders may communicate with the Board, including the non-employee directors, by sending a letter to First United Corporation Board of Directors, c/o Tonya K. Sturm, Secretary, First United Corporation, 19 South Second Street, Oakland, Maryland, 21550-0009. The Secretary will deliver all shareholder communications directly to the Board for consideration.

Policy Regarding Director Attendance at Annual Meetings

The Corporation believes that the 2022 Annual Meeting isMeetings of Shareholders provide an opportunity for shareholders to communicate directly with directors and, accordingly, expects that all directors will attend each Annual Meeting. If you would like an opportunity to discuss issues directly with our directors, please consider attending this year’sthe 2023 Annual Meeting. The 20212022 Annual Meeting of Shareholders was attended virtually by nine persons who served on the Board as of the date of that meeting.

Family Relationships Among Directors, Nominees and Executive Officers

None.

Policy with Respect to Hedging Transactions

The Corporation has not adopted any practices or policies regarding the ability of employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Corporation’s equity securities (i) granted to the employee or director by the Corporation as part of his or her compensation or (ii) held, directly or indirectly, by the employee or director.