No fee required.
23, 2021
statement, beginning on page 1.
Meeting if you have your control number. For purposes of the proxy statement, shareholders who attend the Annual Meeting virtually will be considered to be attending the Annual Meeting “in person.”
Thank you.
Union Bankshares Corporation
statement, beginning on page 2.
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| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 4, 2021 | | |
| | A complete set of proxy materials relating to the Annual Meeting is available on the Internet. These materials, including the notice of annual meeting, proxy statement and the 2020 Annual Report & Form 10-K (the “2020 Annual Report to Shareholders”), may be viewed at: http://www.edocumentview.com/AUB. | | |
at the Annual Meeting
notice.
Holders of the Company’s depositary shares, each representing a 1/400
th interest in a share of 6.875% perpetual non-cumulative preferred stock, Series A (the “Depositary Shares”) are not entitled to notice of or to vote at the Annual Meeting.With
effect on the outcome of the election. If a nominee who is an incumbent director is not elected under this standard, he or she must offer his or her resignation promptly to the Board pursuant to the Company’s Director Resignation Policy, and the Board will then determine whether to accept or reject the offered resignation or whether to take other action. The Company maintains a “plurality vote” standard in contested director elections (i.e., where the number of nominees exceeds the number of directors to be elected).
The Company’s
At the 2020 annual meeting, shareholders approved an amendment to the Company’s articles of incorporation to eliminate the classified structure of the Board and provide for the annual election of directors beginning at this Annual Meeting.
Annual Meeting Year | | | Length of Term for Directors Elected | | | Year that Term Would Expire | |
2020 – Class III Directors | | | Three Years | | | 2023 | |
2021 – Class I Directors | | | One Year | | | 2022 | |
2022 – Former Class I and Class II Directors | | | One Year | | | 2023 | |
2023 and thereafter – All Directors (No Classes) | | | One Year | | | One Year Later | |
In accordance
On January 1, 2018, Thomas G. Snead, Jr. was appointed to the Company’s Board of Directors in connection with the Company’s merger with Xenith Bankshares, Inc. (“Xenith”) on January 1, 2018 (the “Merger”), to serve until the Annual Meeting. Mr. Snead’s term will expire at the Annual Meeting.
The persons named in the accompanyingsubmitted proxy will votebe voted for the election of all of the nominees for Class I director unless authority for a particular nominee is withheld.director. If for any reason any nominee for Class I director should become unavailable to serve, an event which management does not anticipate, proxies will be voted for such other person(s) as the Board of Directors may designate.
The six
If any of the nominees for director is not elected to the Board of Directors, he must offer his resignation promptly to the Board pursuant to the Company’s Director Resignation Policy, and the Board will then determine whether to accept or reject the offered resignation, or whether to take other action.
Beverley E. Dalton, 69, Altavista, Virginia; Owner of W.C. English, Inc., a diversified heavy construction services provider in the Mid-Atlantic region; member of the Town Council of Altavista, Virginia; member of the Board of Trustees of Lynchburg College; member of the Board of the Virginia Baptist Foundation; member of the Board of Visitors of Virginia Polytechnic Institute and State University (“Virginia Tech”) from 2004 to 2012; former member of the Board of Directors of StellarOne Bank; received her B.A. degree in Education from the University of Richmond. Ms. Dalton joined the Company’s Board of Directors in 2014.
where he serves on the audit committee as chairman, and CSA Medical, Inc., a privately-held medical device company, Soluable Systems, a privately held company, and several community organizations, including the Community Foundation, the Virginia Historical Society andorganization, the Virginia Commonwealth University (“VCU”) School of Business Foundation; served as a director of Xenith Bankshares, Inc. (“Xenith”) from July 2016 until the Merger;Company’s acquisition of Xenith in 2018 (the “Xenith Merger”); served as the Chairman of the Board of Xenith prior to its merger with Hampton Roads Bankshares, Inc. (“Legacy Xenith”) and had served as a director of Legacy Xenith since May 1, 2013; received his B.S. degree in Accounting from Virginia Commonwealth University (“VCU”).VCU. Mr. Snead was appointed to the Company’s Board of Directors in January 2018 in connection with the Xenith Merger.
Charles W. Steger, 70, Blacksburg, Virginia; president emeritus of Virginia Tech; President of Virginia Tech from 2000 to 2014; member of the Board of Directors of the National Institute of Building Sciences and Chairman of its foundation; Chairman of the Virginia Tech MARG-Swarnabhoomi, India Trust in Chennai, India; member of the Board of Trustees of Randolph-Macon College; member of the Board of Directors of the Virginia Business Higher Education Council; member of the Virginia Western Community College Educational Foundation, Inc.; former member of the Board of Directors of StellarOne Bank; Dr. Steger joined the Company’s Board of Directors in 2014.
Ondirectors are elected to serve until the 2022 annual meeting of shareholders or the director’s mandatory retirement date, whichever date is earlier.
The Board of Directors believes that Mr. Corbin’s qualifications, credentials and business experience, set forth below, provide the reasons why he should continue to serve as a director of the Company.
The persons named in the accompanying proxy will vote for the election of Mr. Corbin unless authority for the nominee is withheld. If for any reason Mr. Corbin should become unavailable to serve, an event which management does not anticipate, proxies will be voted for such other person(s) as the Board of Directors may designate.
The one nominee for Class II director receiving the greatest number of affirmative votes cast, in person or by proxy, at the Annual Meeting, will be elected.
2016.
Class II directors are elected to serve until the 2019 annual meeting of shareholders or the director’s mandatory retirement date, whichever date is earlier.
John C. Asbury, 52, Richmond, Virginia; Chief Executive Officer (sometimes referred to as “CEO”) of the Company since January 2017 and President since October 2016; Chief Executive Officer of Union Bank & Trust (“Union Bank & Trust” or the “Bank”), the Company’s wholly owned bank subsidiary, since October 2016 and President of Union Bank & Trust from October 2016 until September 2017; President and Chief Executive Officer of First National Bank of Santa Fe from February 2015 until August 2016; Senior Executive Vice President and Head of the Business Services Group at Regions Bank from May 2010 until July 2014; Senior Vice President at Bank of America in a variety of roles; received his B.S. degree in Business from Virginia Tech and his M.B.A. from The College of William & Mary. Mr. Asbury joined the Company’s Board of Directors in 2016.
L. Bradford Armstrong, 70, Richmond, Virginia; President of Armstrong Partners; Adjunct Faculty at VCU Brandcenter; Visiting Executive Lecturer — The Darden School; former Partner and Group Account Director of The Martin Agency, an international advertising agency and marketing services company, from 2007 to 2015 and from 1994 to 2001; Chairman of the Board of Smart Beginnings Greater Richmond; Board of Directors of the Menokin Foundation; President and Chief Executive Officer of Virginia Performing Arts Foundation, from 2001 to 2006; extensive experience in sales and marketing for more than 35 years; received his B.S. degree in engineering from the University of Virginia and his M.B.A. from its Darden Graduate School of Business. Mr. Armstrong joined the Company’s Board of Directors in 2010.
Glen C. Combs, 71, Roanoke, Virginia; retired; former Vice President of Acosta, Inc., a sales, marketing, and service company for grocery retailers; former President of M&M Brokerage, a food brokerage company that was acquired by Acosta Sales; serves on the boards of several non-profit organizations in the Roanoke, Virginia region; Chairman of the Compensation Committee of Friendship Manor, the largest nursing home in Virginia; serves on the Corporate Governance and Nominating Committee for Petroleum Marketers, a large distributor of petroleum products in Virginia; former member of the Board of Directors of StellarOne Bank; received his degree in Business Administration from Virginia Tech. Mr. Combs joined the Company’s Board of Directors in 2014.
Daniel I. Hansen, 61,64, Fredericksburg, Virginia; former Corporate Vice President and Corporate Secretary of DeJarnette & Beale, Inc., Bowling Green, Virginia, an independent insurance agency, for 37 years, until the sale of the business in November 2015; Chairman of the Board of Directors of Union Bank and Trust Company from 2003 to 2007; first elected to the Board of Directors of Union Bank and Trust Company in 1987; also servesserved as a member of the Board of Directors of the Company’s affiliate, Union Mortgage Group, Inc.; until October 2018; Treasurer and member of the Board of the Community Foundation of the Rappahannock River Region; received his B.S. degree from Virginia Tech. Mr. Hansen joined the Company’s Board of Directors in 2007.
G. William Beale, 68, Woodford,
2019.
Patrick J. McCann, 61,64, Charlottesville, Virginia; retired; former Chief Financial Officer of University of Virginia Foundation since 2009; private investor;from 2009 to 2020; Senior Finance Executive for Bank of America-Florida Division from 1998 to 2000; Corporate Director of Finance from 1996 to 1998 and Corporate Controller and Chief Accounting Officer from 1992 to 1996 of Barnett Banks, Inc.; qualifies as an audit committee financial expert under SEC regulations; received his B.S. degree in accounting from Florida State University. Mr. McCann joined the Company’s Board of Directors in 2004.
Raymond D. Smoot, Jr., 71, Blacksburg, Virginia; Chairman of the Board of
Retiring Director
Raymond L. Slaughter
| | | December 31, 2020 | | | February 28, 2021 | | ||||||
Number of outstanding stock options granted under AUB SIP (1) | | | | | 26,742 | | | | | | 20,154 | | |
Weighted average exercise price of outstanding stock options granted under AUB SIP | | | | $ | 14.19 | | | | | $ | 14.40 | | |
Weighted average remaining contractual life of outstanding stock options granted under AUB SIP | | | | | 1.07 | | | | | | 0.99 | | |
Number of outstanding unvested restricted stock awards granted under AUB SIP | | | | | 406,507 | | | | | | 443,991 | | |
Number of outstanding unvested performance share unit awards granted under AUB SIP | | | | | 197,810 | | | | | | 242,843 | | |
Shares available for grant under AUB SIP | | | | | 666,858 | | | | | | 365,518(2) | | |
Number of additional shares to be reserved under the 2021 Amended and Restated SIP | | | | | 1,500,000 | | | | | | 1,500,000 | | |
| | | December 31, 2020 | | | February 28, 2021 | | ||||||
Number of shares available for grant assuming the additional 1,500,000 shares to be reserved under the 2021 Amended and Restated SIP had been approved on such date | | | | | 2,166,858 | | | | | | 1,865,518 | | |
Year Ended December 31, | | | 2020 | | | 2019 | | | 2018 | | |||||||||
Number of stock options granted | | | | | — | | | | | | — | | | | | | — | | |
Number of time-based restricted stock awards granted | | | | | 208,514 | | | | | | 273,718 | | | | | | 212,749 | | |
Number of performance share unit awards granted | | | | | 86,581 | | | | | | 65,520 | | | | | | 53,499 | | |
Total share usage under AUB SIP | | | | | 295,095 | | | | | | 339,238 | | | | | | 266,248 | | |
Weighted-average common shares outstanding | | | | | 79,316,922 | | | | | | 80,200,950 | | | | | | 65,859,166 | | |
Burn rate (1) | | | | | 0.93% | | | | | | 1.06% | | | | | | 1.01% | | |
| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (A)(1) | | | Weighted-average exercise price of outstanding options, warrants and rights (B) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) (C) (2) | | |||||||||
Equity compensation plans approved by security holders | | | | | 26,742 | | | | | $ | 14.19 | | | | | | 666,858 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | $ | — | | | | | | — | | |
Total | | | | | 26,742 | | | | | $ | 14.19 | | | | | | 666,858 | | |
The Audit Committee also considers whether there should be periodic rotation of the independent registered public accounting firm.
A
As part of implementing the “say on pay” requirements
Directors has concluded that none of these “independent directors” has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
leadership.
The Company’s Board of Directors has established standards for risk management through policies that address and mitigate the Company’s most material risks, including, without limitation, credit risk, interest rate risk, capital risk, liquidity risk and cybersecurity risk, as well as Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) compliance.
The Trust Committee coordinates with the Risk Committee with respect to oversight of risks relating to the Company’s trust and fiduciary activities.
identify issues that require either the involvement of the Executive Committee or the full Board of Directors during interim periods between regularly scheduled Board of Directors meetings. Other than Mr. Asbury, the current members of the Executive Committee are, and the members who served on the Executive Committee during 20172020 were, “independent directors” as defined by applicable NASDAQ rules. There were five meetingswas one meeting of the Executive Committee in 2017;2020; fees were paid to the non-employee directors who attended these meetings in accordance with the Company’s director compensation fee schedule, which is summarized in this proxy statement in the section titled “Director Compensation.” The Executive Committee is governed by a written charter approved by the Board of Directors. The Executive Committee’s charter is on the Company’s website under “Governance Documents” at:http:https://investors.bankatunion.com/investors.atlanticunionbank.com/govdocs.
to the director attendees in accordance with the Company’s director compensation fee schedule, which is summarized in this proxy statement in the section titled “Director Compensation.” The Nominating and Corporate Governance Committee is governed by a written charter approved by the Board of Directors. The Nominating and Corporate Governance Committee’s charter is on the Company’s website under “Governance Documents” at:http:https://investors.bankatunion.com/investors.atlanticunionbank.com/govdocs.
Committee Member | | | Audit | | | Compensation | | | Executive | | Nominating and Corporate Governance | | | Risk | ||||||
| Trust Committee | | ||||||||||||||||||
John C. Asbury | | | | | | | | | ✓ | | | | | | | | | |||
| ||||||||||||||||||||
Patrick E. Corbin | | | | | | | | ✓ | | | | | | | | | | | ||
Beverley E. Dalton2 | | | | | | ✓ | | | | | | | | | | | | | ||
Frank Russell Ellett | | | ✓ | | | | | | | | | | | | ✓ | | | | | |
Gregory L. Fisher | | | | | | | | | | | | | | | | | ✓(C) | | ||
Daniel I. Hansen | | | | | | | | ✓ | | | | | | | | | ✓ | | ||
Jan S. Hoover | | | | | ✓ | | | | | | | | | | | | | | ||
Patrick J. McCann | | | | | | | | ✓(VCB) | | ✓(VCB) | | | | | | | | |||
W. Tayloe Murphy, Jr. | | | | | | | | | | | ✓ | | | | | ✓ | | |||
Alan W. Myers | | | | | | | | | | | | ✓ | | | | | ✓ | | ||
Thomas P. Rohman | | | | | | ✓ | | | | | ✓ | | | | | | | |||
Linda V. Schreiner | | | | | | ✓(C) | | ✓ | | | | | | | | | ||||
| ||||||||||||||||||||
Thomas G. Snead, Jr. | | | | | | | | | | | | ✓(C) | | | ✓ | | | | ||
| ||||||||||||||||||||
Ronald L. Tillett | | | | | | | | ✓(C)(CB) | | | | | | | | | ||||
Keith L. Wampler | | | | | | | | | ✓ | | | | | ✓(C) | | | | |||
F. Blair Wimbush | | | | | | ✓ | | | | | | | | | | | | ✓ | |
When considering any potential nominee to serve on the Board of Directors, the Nominating and Corporate Governance Committee considers several factors, such as the nominee’s professional experience, service on other boards, education, race, gender, and the geographic areas where the individual resides or works.
as all other director candidates considered by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee received no director candidatescandidate recommendations from any shareholder relating to the Annual Meeting.
Dr. Smoot currently serves as a director of RGC Resources, Inc., a publicly traded diversified energy company. Mr. Snead currently serves as a director of Tredegar Corporation, a publicly traded plastic films
All membersGovernance (“ESG”) Considerations
During 2017 and up to the present time, there were transactions by certain members of the Compensation Committee, or their associates, and Union Bank & Trust, all consisting of extensions of credit by the Bank in the ordinary course of its business. Each transaction was made on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with the general public. In the opinion of management, none of the transactions involves more than the normal risk of collectability or presents other unfavorable features.
| Teammate Benefits and Work Environment | | | • We use the term “teammates” to describe our employees because we view the Company as a team. We are committed to maintaining a workplace where all of our teammates feel valued for their contributions and fully engaged with our business. • On a regular basis, the Company conducts an anonymous teammate survey using the framework of the Denison Model to evaluate the health of its culture with a focus on four traits that drive high performance — mission, adaptability, involvement and consistency. We also include questions to assess teammate engagement, innovation, trust and commitment trends within the Company. • In 2020, the Company formed a teammate advisory group and also began conducting more frequent, shorter surveys of our teammates regarding certain issues, including, without limitation, the COVID-19 pandemic. These surveys were key to understanding the real time needs of our teammates during the COVID-19 pandemic, and to enabling the development of programs and tools that were important for our diverse and multigenerational workforce. • In 2020, we established an online portal that provides teammates with the opportunity to submit new workplace ideas and to raise workplace concerns anonymously that are routed directly to the Human Resources team. • All teammates have access to training opportunities through our e-learning platform. A significant portion of the course material on our e-learning platform is regulation based and monitored through the Bank’s regulatory and compliance program; however, our teammates are also required to take courses on the e-learning platform that address workplace issues, Company policies and procedures, ethical standards, and other matters. The e-learning platform also includes a large number of professional development courses on a range of skills and topics that teammates can access voluntarily at any time. In addition to job-specific training, all teammates are required to complete mandatory annual compliance courses in response to regulatory requirements and changes. Teammates completed 27,443 hours of required training and 15,600 hours of all other training in 2020. • We provide competitive compensation and benefits to our teammates, and we offer opportunities through training and development. The Company uses the services of a compensation consultant to advise on its compensation and programs and third party advisors to advise on benefits programs. Our compensation and benefits programs are reviewed regularly against peer benchmarking. • We provide annual merit-based salary increases to eligible teammates. • Our medical coverage offers preventative care services covered at 100%, prescription drug benefits, mental health and substance abuse coverage and a large network of doctors and hospitals to help our teammates and their families improve or maintain their health. • Employee Assistance Programs are made available to our teammates to provide assistance with finding quality childcare, caring for aging loved ones, balancing the conflicting needs of work and personal life, and other stress management and mental health matters. • We match teammate 401(k) plan contributions, including (i) for a | |
| | | | teammate’s 1% – 3% dollar contributions, we match 100% of such dollar contributions; and (ii) for a teammate’s 4% – 5% dollar contributions, we match 50% of such dollar contributions. • The ESOP is an employer funded employee stock ownership plan that is intended to provide certain teammates an opportunity to acquire shares of common stock in the Company. • We encourage our teammates’ professional development, including by reimbursing eligible tuition expenses up to $5,000 annually. | |
| Diversity and Inclusion | | | • We are committed to hiring diverse talent, fostering an inclusive environment, promoting people on their merits and treating everyone with respect and dignity. • As of December 31, 2020, 65.2% of our teammates were women and 20.4% of our teammates self-identified as minorities. • We maintain equal employment opportunity and career development practices and policies. • We have formal policies that not only forbid discrimination based on protected classifications but also require that all teammates treat all individuals with respect, courtesy and fairness. The policy also sets forth a formal reporting and complaint procedure. • In 2020, we established our Diversity, Equity and Inclusion (“DEI”) Council, whose purpose is to manage DEI efforts to create a more diverse, equitable and inclusive workplace and to make a difference for our customers and communities. • In 2020, our teammates participated in an e-learning course created by external experts in workplace diversity and sensitivity that focused on treating others with sensitivity and communicating culturally sensitive issues. The course was designed to share principles and strategies that can help teammates have more productive, meaningful conversations on topics related to diversity, equity and inclusion. • We have a Summer Diversity Internship Program and partner with historically black colleges and universities within our footprint to introduce more diversity to banking. • In 2020, we expanded our monetary commitments to Virginia Center for Inclusive Communities, a non-profit organization that provides programming to help schools, businesses, and communities across Virginia achieve success through inclusion. We also created a scholarship program with Virginia State University, a historically black college, with the goal of accelerating efforts to create stronger and more inclusive communities. These two financial contributions combined represented the largest philanthropic investment in our history. • In 2018, we launched our Supplier Diversity Program, which seeks to identify and develop partnerships with business enterprises that are majority owned, operated and controlled by minorities, women, lesbian, gay, bisexual, transgender, veterans, service-disabled veterans, people with disabilities as well as small and disadvantaged business enterprises. In 2020, we placed approximately $21.9 million in 150 small and diverse businesses through our program. • In 2019, we launched the Women’s Inclusion Network (WIN), a network of teammates across the Company committed to helping women advance | |
| | | | in their professional goals. WIN creates opportunities for teammates to share their professional experiences and learn from each other through webinars, panel discussions and other events. | |
| Governance | | | • All of our directors are independent under NASDAQ standards, other than the CEO. • All of the members of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Risk Committee and Trust Committee are independent. • Our directors represent a well-rounded variety of skills, knowledge, experience and perspectives. • The roles of CEO and Chair of the Board are separate. The Board believes this separation helps create an atmosphere of Board independence and allows the CEO to focus on the day to day work of managing corporate strategy. • During 2020, our directors continued to be engaged with average director attendance for Board and committee meetings of 97%. • We have a majority vote standard for uncontested director elections. In addition, pursuant to our Director Resignation Policy, if an incumbent director nominee is not re-elected to the Board of Directors, he or she must submit an offer of resignation promptly to the Board of Directors, which will then determine whether to accept the resignation, reject the resignation, or take other action. • At least four times per year, our independent directors hold an executive session without management present. • The Board of Directors has adopted a robust Conflicts of Interest policy. Under that policy, actual or potential conflicts of interest of any director or executive officer are disclosed to and reviewed by the Audit Committee. • Our Board of Directors engages in a robust annual evaluation process in which the directors evaluate how the Board and its committees are functioning. • At the 2020 Annual Meeting, our shareholders approved an amendment to our Articles of Incorporation to declassify our Board of Directors so that all directors are elected annually. After a phase-in period, all directors will be elected annually, effective as of the 2023 Annual Meeting. • Each share of our common stock has equal voting rights with one vote per share. • We require that executive officers and directors own a meaningful amount of Company stock pursuant to our Executive Stock Ownership Policy and Non-Employee Director Stock Ownership Policy. • We prohibit our executive officers and directors from hedging and pledging Company stock. | |
| Business Conduct | | | • We believe in, and believe that we maintain, a culture of compliance that promotes the highest ethical standards and adherence to all laws. • Our Code of Business Conduct and Ethics sets forth expectations of our directors and teammates with respect to integrity, conflicts of interest, compliance with laws, and transparency. The Code requires teammates to report violations of the Code of Business Conduct and Ethics. Under our | |
| | | | Conflicts of Interest policy, directors and executive officers are expressly required to disclose actual or potential conflicts of interest to the Audit Committee for review. • We maintain policies directed specifically at prohibiting and preventing bribery and other corrupt business practices. Our Code of Business Conduct and Ethics prohibits bribery and other corrupt business practices. Compliance with the Code of Business Conduct and Ethics is overseen by senior management, the Audit Committee and/or the Board of Directors, as appropriate. • We maintain a whistleblower policy and an anonymous, retaliation-free reporting system for the communication of teammate concerns regarding accounting, auditing or other matters relating to violations of the federal securities laws or fraud to the Audit Committee, Chief Audit Executive or General Counsel. The Audit Committee provides oversight of the Company’s whistleblower policy and complaint mechanisms and reviews whistleblower complaints in accordance with the policy. • We have a policy prohibiting the use of company funds for political purposes. • All teammates receive annual compliance training on key policies and procedures including, without limitation, our Code of Business Conduct and Ethics, our Policy Statement on Insider Trading, our Whistleblower Policy, our BSA/AML Program Policy and the Bank Bribery Act. • We have published a Code of Conduct for our suppliers to provide direction on the expectations that the Company places on any firm that it does business with in terms of honesty, integrity and professionalism. | |
| Privacy and Information Security | | | • We maintain privacy policies, management oversight, accountability structures and technology design processes to protect private and personal data. • Our cyber-security program includes the strategy, framework, policies and standards to support the confidentiality, integrity and availability of our information assets, using a risk-based methodology consistent with applicable regulatory requirements. • Our information security program is overseen by senior management, the Risk Committee of the Board of Directors, and our Board of Directors. Our Board of Directors reviews our information security program at least annually. • We conduct mandatory teammate training on information security annually. We also provide ongoing information security education and awareness for teammates, including, without limitation, online training classes, mock phishing attacks and information security awareness materials. • We use independent third parties (i) to perform penetration testing of our infrastructure to help us better understand the effectiveness of our controls and improve defenses and (ii) to conduct assessments of our program for compliance with regulatory requirements and industry guidelines. • We have an incident response program in place that enables a coordinated response to mitigate the impact of, and recover from, any cyber-attacks and facilitate communication to internal and external stakeholders. | |
| Community Engagement | | | • We are committed to enhancing and improving the communities where our customers live, work and play. Our sponsorship and giving strategies allow us to engage with our teammates and partners to enrich the lives of the people we serve. • To maximize and encourage community service, we provide regular full-time teammates up to 16 hours of paid time off and part-time teammates up to eight hours of paid time off to participate in volunteer activities. Our teammates volunteered more than 3,500 hours of their time in 2019 and 1,208 hours in 2020. • We encourage teammate charitable giving through our MyGiving program, where the Bank matches up to $500 annually on a teammate’s eligible donations. • In 2019 through 2020, an aggregate of 251 organizations across our footprint received volunteer hours or in-kind donations from the Bank and our teammates. • In 2018, we invested approximately $42 million in our community through investments in tax credit and other funds and loans, with a focus on maintaining and building affordable housing units; and corporate sponsorships, with a focus on financial education for all ages, and support of university athletics, area festivals and family events. • In 2019, the Bank and its development partners were awarded grants in the aggregate amount of $2 million through a Federal Home Loan Bank (“FHLB”) Affordable Housing Program, and the Bank loaned funds, to enhance four development projects in Virginia with an aggregate of 317 rental units, representing approximately $50 million in residential development activity. • In 2020, the Bank was awarded grants in the aggregate amount of approximately $350,000 through an FHLB Affordable Housing Program, and the Bank loaned funds, to finance purchases of 60 homes valued in the aggregate amount of approximately $9.4 million. Additionally, in 2020, the Bank and a development partner were awarded a grant of $500,000 through an FHLB Affordable Housing Program, and the Bank loaned funds, to finance the development of 86 rental units, representing approximately $20.2 million in residential development activity. • We partner with Banzai, an online financial literary resource for students, to bring financial education into classrooms in the communities we serve, preparing students to manage their financial future. In 2020, we invested $150,000 to provide financial literacy education materials to students in 180 schools in our assessment area. To date, we’ve reached more than 100,000 students across Virginia through financial literacy programs. | |
| Environment | | | • In 2015 through 2019, we made payments in the aggregate amount of $50,000 under a five-year agreement, to support the VCU Rice Rivers Center, a facility devoted to freshwater research with a focus on expanding environmental knowledge and preserving the health of natural resources. • We support housing resiliency by, among other things, donations to Housing Virginia, an organization that offers housing flood mitigation education programs. • In 2020, we recycled 485,576 pounds of paper through our secure shred program. By doing so, we avoided 351,557 pounds of CO2 emissions, | |
| | | | conserved 1,214 cubic yards of landfill space, preserved 4,074 trees, saved 6,655,062 gallons of water and saved 548,701 kWh of electricity. • In 2020, we made energy efficiency improvements across the Company, including investing $346,310 to replace light fixtures in certain of our operations and branch locations to make them LED capable. All laptop and desktop computers purchased in 2020 were certified as EPEAT Silver or Gold; ENERGY STAR 6.1 or 7.1; RoHS-compliant. Additionally, in 2020, 100% of paper purchased by the Company was Sustainable Forestry Initiative — Certified Sourcing. • As of December 31, 2020, we had total loan commitments of $27 million for solar projects that are expected to generate 31 million kWh/year. • We have no credit exposure to the exploration, mining or extraction of coal, oil or natural gas. | |
The following table summarizes the director compensation paid by the Company during 2017.
Name ($) | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2) ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | | | All Other Compensation(4) ($) | | | Total ($) | | |||||||||||||||
L. Bradford Armstrong(5) . . . . . . . . . . . | | | | | 17,000 | | | | | | 4,164 | | | | | | — | | | | | | — | | | | | | 21,164 | | |
Michael W. Clarke(6) | | | | | 48,333 | | | | | | 49,985 | | | | | | — | | | | | | 10,000 | | | | | | 108,318 | | |
Patrick E. Corbin | | | | | 65,500 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 115,485 | | |
Beverley E. Dalton | | | | | 43,000 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 92,985 | | |
Frank Russell Ellett | | | | | 48,333 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 98,318 | | |
Gregory L. Fisher | | | | | 58,333 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 108,318 | | |
Daniel I. Hansen | | | | | 52,000 | | | | | | 49,985 | | | | | | 13,040 | | | | | | — | | | | | | 115,025 | | |
Jan S. Hoover | | | | | 51,000 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 100,985 | | |
Patrick J. McCann | | | | | 65,500 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 115,485 | | |
W. Tayloe Murphy, Jr | | | | | 51,667 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 101,652 | | |
Alan W. Myers | | | | | 51,000 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 100,985 | | |
Thomas P. Rohman | | | | | 51,000 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 100,985 | | |
Linda V. Schreiner | | | | | 57,500 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 107,485 | | |
Thomas G. Snead, Jr | | | | | 57,667 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 107,652 | | |
Ronald L Tillett | | | | | 116,000 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 165,985 | | |
Keith L. Wampler | | | | | 59,000 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 108,985 | | |
F. Blair Wimbush | | | | | 52,500 | | | | | | 49,985 | | | | | | — | | | | | | — | | | | | | 102,485 | | |
Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | Total ($) | ||||||||||||
L. Bradford Armstrong(3) | 33,000 | 34,960 | — | 67,960 | ||||||||||||
G. William Beale | 16,667 | 32,085 | 2,183 | 50,935 | ||||||||||||
Glen C. Combs | 33,000 | 34,960 | — | 67,960 | ||||||||||||
Patrick E. Corbin(5) | — | — | — | — | ||||||||||||
Beverley E. Dalton | 33,000 | 34,960 | — | 67,960 | ||||||||||||
Gregory L. Fisher | 33,000 | 34,960 | — | 67,960 | ||||||||||||
Daniel I. Hansen(4) | 33,800 | 38,449 | — | 72,249 | ||||||||||||
Jan S. Hoover | 41,000 | 34,960 | — | 75,960 | ||||||||||||
Patrick J. McCann | 51,000 | 34,960 | — | 85,960 | ||||||||||||
W. Tayloe Murphy, Jr. | 43,500 | 34,960 | — | 78,460 | ||||||||||||
Alan W. Myers(4) | 33,800 | 38,449 | — | 72,249 | ||||||||||||
Thomas P. Rohman | 38,333 | 34,960 | — | 73,293 | ||||||||||||
Linda V. Schreiner | 40,667 | 34,960 | — | 75,627 | ||||||||||||
Raymond L. Slaughter(3)(4) | 41,800 | 38,449 | — | 80,249 | ||||||||||||
Raymond D. Smoot | 108,000 | 34,960 | — | 142,960 | ||||||||||||
Thomas G. Snead, Jr.(5) | — | — | — | — | ||||||||||||
Charles W. Steger | 33,000 | 34,960 | — | 67,960 | ||||||||||||
Ronald L Tillett | 64,166 | 34,960 | — | 99,126 | ||||||||||||
Keith L. Wampler(3) | 46,000 | 34,960 | — | 80,960 |
| | | 2020 | | | 2019 | | ||||||
Audit fees(1) | | | | $ | 1,556,625 | | | | | $ | 1,489,065 | | |
Audit-related fees(2) | | | | | 35,625 | | | | | | 75,000 | | |
Tax fees(3) | | | | | 82,400 | | | | | | 233,824 | | |
All Other fees(4) | | | | | — | | | | | | 213,486 | | |
Total | | | | $ | 1,674,650 | | | | | $ | 2,011,375 | | |
2017 | 2016 | |||||||
Audit fees(1) | $ | 854,700 | $ | 794,317 | ||||
Audit-related fees(2) | 37,500 | 35,000 | ||||||
Tax fees(3) | 330,000 | 10,499 | ||||||
Total | $ | 1,222,200 | $ | 839,816 |
The
The
compatible with maintaining the firm’s independence, prior to reappointment.independence. The results of all Public Company Accounting Oversight Board (United States) (“PCAOB”) examinations are discussed with registered public accountants, EY,the firm as part of this process. The Audit Committee also provides input to the independent registered public accounting firm with regards to engagement partner selection.
the end of the year.
SEC.
applicable requirements of the PCAOB.
Name (Age) | | | Title and Principal Occupation During at Least the Past Five Years | |
John C. Asbury | | | Chief Executive Officer of the Company since January 2017 and President | |
| ||||
Robert M. Gorman | | | Executive Vice President and Chief Financial Officer of the Company since joining the Company in July 2012; Senior Vice President and Director of Corporate Support Services in 2011, and Senior Vice President and Strategic Financial Officer of SunTrust Banks, Inc., from 2002 to 2011; serves as a member of the Board of Directors of certain of the Company’s affiliates. | |
| | Executive Vice President of | | |
David V. Ring (57) | | | Executive Vice President and Commercial Banking Group Executive since joining the Company in September 2017; Greater New York & Connecticut Region Manager. | |
M. Dean Brown | | | Executive Vice President and Chief Information Officer & Head of Bank Operations since joining the Company in February 2015; Chief Information and Back Office Operations Officer of Intersections Inc. from 2012 to 2014; Chief Information Officer of Advance America from 2009 to 2012; Senior Vice President and General Manager of Revolution Money from 2007 to 2008; Executive Vice President, Chief Information Officer and Chief Operating Officer from 2006 to 2007, and Executive Vice President and Chief Information Officer from 2005 to 2007, of Upromise LLC. |
Name | | | Shares of Common Stock | | | Shares of Common Stock Subject to Exercisable Options | | | Total Number of Shares of Common Stock Beneficially Owned | | | Percent of Common Stock | | ||||||||||||
Directors: | | | | | | | | | | | | | | | | | | | | | | | | | |
Patrick E. Corbin | | | | | 35,579(1) | | | | | | — | | | | | | 35,579 | | | | | | * | | |
Beverley E. Dalton | | | | | 21,930 | | | | | | — | | | | | | 21,930 | | | | | | * | | |
Frank Russell Ellett | | | | | 12,708 | | | | | | — | | | | | | 12,708 | | | | | | * | | |
Gregory L. Fisher | | | | | 27,310(2) | | | | | | — | | | | | | 27,310 | | | | | | * | | |
Daniel I. Hansen | | | | | 141,266(3) | | | | | | — | | | | | | 141,266 | | | | | | * | | |
Jan S. Hoover | | | | | 26,917 | | | | | | — | | | | | | 26,917 | | | | | | * | | |
Patrick J. McCann | | | | | 23,273(4) | | | | | | — | | | | | | 23,273 | | | | | | * | | |
W. Tayloe Murphy, Jr. | | | | | 164,966(5) | | | | | | — | | | | | | 166,966 | | | | | | * | | |
Alan W. Myers | | | | | 32,937(6) | | | | | | — | | | | | | 32,937 | | | | | | * | | |
Thomas P. Rohman | | | | | 12,601 | | | | | | — | | | | | | 12,601 | | | | | | * | | |
Linda V. Schreiner | | | | | 12,295 | | | | | | — | | | | | | 12,295 | | | | | | * | | |
Thomas G. Snead, Jr. | | | | | 42,307(7) | | | | | | — | | | | | | 42,307 | | | | | | * | | |
Ronald L. Tillett | | | | | 33,976(8) | | | | | | — | | | | | | 33,976 | | | | | | * | | |
Keith L. Wampler | | | | | 22,119(9) | | | | | | — | | | | | | 22,119 | | | | | | * | | |
F. Blair Wimbush | | | | | 5,738(10) | | | | | | — | | | | | | 5,738 | | | | | | * | | |
Named Executive Offıcers: | | | | | | | | | | | | | | | | | | | | | | | | | |
John C. Asbury | | | | | 136,960(11) | | | | | | — | | | | | | 136,960 | | | | | | * | | |
Robert M. Gorman | | | | | 43,835(12) | | | | | | — | | | | | | 43,835 | | | | | | * | | |
Maria P. Tedesco | | | | | 16,744(13) | | | | | | — | | | | | | 16,744 | | | | | | * | | |
David V. Ring | | | | | 13,778(14) | | | | | | — | | | | | | 13,778 | | | | | | | | |
M. Dean Brown | | | | | 28,478(15) | | | | | | — | | | | | | 28,478 | | | | | | * | | |
All other executive offıcers | | | | | 48,232(16) | | | | | | — | | | | | | 48,232 | | | | | | * | | |
All current executive offıcers and directors as a group: (23 persons) | | | | | 903,948 | | | | | | — | | | | | | 903,948 | | | | | | 1.14% | | |
5% Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | |
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 | | | | | 4,642,280 | | | | | | — | | | | | | 4,642,280(17) | | | | | | 5.9%(17) | | |
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | | | | | 5,704,474 | | | | | | — | | | | | | 5,704,474(18) | | | | | | 7.2%(18) | | |
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | | | 7,155,991 | | | | | | — | | | | | | 7,155,991(19) | | | | | | 9.09%(19) | | |
Name | Shares of Common Stock | Shares Subject to Exercisable Options | Total Number of Shares Beneficially Owned | Percent of Common Stock | ||||||||||||
Directors: | ||||||||||||||||
L. Bradford Armstrong | 13,611 | (1) | — | 13,611 | * | |||||||||||
Glen C. Combs | 46,835 | (2) | — | 46,835 | * | |||||||||||
Patrick E. Corbin | 31,292 | (3) | — | 31,292 | * | |||||||||||
Beverley E. Dalton | 17,643 | — | 17,643 | * | ||||||||||||
Gregory L. Fisher | 16,297 | — | 16,297 | * | ||||||||||||
Daniel I. Hansen | 140,184 | (4) | — | 140,184 | * | |||||||||||
Jan S. Hoover | 20,577 | — | 20,577 | * | ||||||||||||
Patrick J. McCann | 18,986 | (5) | — | 18,986 | * | |||||||||||
W. Tayloe Murphy, Jr. | 160,679 | (6) | — | 160,679 | * | |||||||||||
Alan W. Myers | 27,113 | (7) | — | 27,113 | * | |||||||||||
Thomas P. Rohman | 7,525 | — | 7,525 | * | ||||||||||||
Linda V. Schreiner | 7,409 | — | 7,409 | * | ||||||||||||
Raymond L. Slaughter | 16,409 | (8) | — | 16,409 | * | |||||||||||
Raymond D. Smoot, Jr. | 32,295 | — | 32,295 | * | ||||||||||||
Thomas G. Snead, Jr. | 37,790 | — | 37,790 | * | ||||||||||||
Charles W. Steger | 16,904 | — | 16,904 | * | ||||||||||||
Ronald L. Tillett | 30,460 | (9) | — | 30,460 | * | |||||||||||
Keith L. Wampler | 17,832 | (10) | — | 17,832 | * |
Name | Shares of Common Stock | Shares Subject to Exercisable Options | Total Number of Shares Beneficially Owned | Percent of Common Stock | ||||||||||||
Named Executive Officers: | ||||||||||||||||
John C. Asbury | 33,750 | (11) | — | 33,750 | * | |||||||||||
G. William Beale | 137,772 | (12) | 49,569 | 187,341 | * | |||||||||||
Robert M. Gorman | 26,874 | (13) | — | 26,874 | * | |||||||||||
John G. Stallings, Jr. | 13,753 | (14) | — | 13,753 | * | |||||||||||
M. Dean Brown | 18,776 | (15) | — | 18,776 | * | |||||||||||
Elizabeth M. Bentley | 25,241 | (16) | — | 25,241 | * | |||||||||||
D. Anthony Peay | 47,911 | (17) | 22,138 | 70,049 | * | |||||||||||
All other executive officers | 41,428 | (18) | 3,277 | 44,705 | * | |||||||||||
All current executive officers and directors as a group: (26 persons) | 1,006,877 | 74,984 | 1,081,861 | 1.64 | % | |||||||||||
5% Shareholders: | ||||||||||||||||
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 | 3,680,435 | 3,680,435 | (19) | 8.42 | %(19) | |||||||||||
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | 2,930,406 | 2,930,406 | (20) | 6.7 | %(20) | |||||||||||
CapGen Capital Group VI LP 120 West 45th Street, Suite 1010 New York, New York 10036 | 4,779,460 | 4,779,460 | (21) | 7.3 | %(21) |
Name | Shares of Common Stock | | | Shares of Common Stock Subject to Exercisable Options | | | Total Number of Shares of Common Stock Beneficially Owned | | | Percent of Common Stock | | ||||||||||||||
Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | | | | | 6,473,886 | | | | | | — | | | | | | 6,473,886(20) | | | | | | 8.22%(20) | | |
As this section and the compensation tables for the NEOs are focused on the compensation for 2017, unless otherwise noted, references to the CEO below are to Mr. Asbury, as he held the position of CEO of the Company for the majority of the year.
Mr. Peay retired his position as an executive officer of the Company and CBO effective August 31, 2017. Ms. Bentley resigned as an executive officer of the Company and CRO effective December 31, 2017. Details regarding the severance agreements entered into between the Company and Mr. Peay and Ms. Bentley are provided under the section titled “Executive Agreements.”
In this Compensation Discussion and Analysis, the Company’s executive officers, including, but not limited to, the NEOs are sometimes referred to as the “Executive Group.” This section of the proxy statement is intended to informinforms shareholders about certain incentive compensation plans as well as components of compensation paid to the NEOs. Following the Compensation Discussion and Analysis, the Company provides additional information relating to executive compensation in a series of tables, including important explanatory footnotes and narrative. The Summary Compensation Table is incorporated by reference into this Compensation Discussion and Analysis.
The Compensation Committee values
The Compensation Committee took into accountconsidered the result of the shareholder vote in determining executive compensation policies and decisions since the 20172020 annual meeting.meeting of shareholders. The Compensation Committee viewed the vote as an expression of the shareholders’ overall satisfaction with the Company’s current
executive compensation programs. Nonetheless, because market practice and the Company’s business needs continue to evolve, the Compensation Committee continually evaluates the compensation programs and makes changes when warranted.
Short-Term Incentive Compensation section of this proxy statement.
| | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | |||||||||||||||
Total Assets | | | | $ | 8.43B | | | | | $ | 9.32B | | | | | $ | 13.77B | | | | | $ | 17.56B | | | | | $ | 19.63B | | |
Net Income | | | | $ | 77.48M | | | | | $ | 72.92M | | | | | $ | 146.25M | | | | | $ | 193.53M | | | | | $ | 158.23M | | |
ROA | | | | | 0.96% | | | | | | 0.83% | | | | | | 1.11% | | | | | | 1.15% | | | | | | 0.83% | | |
ROTCE | | | | | 12.14% | | | | | | 10.75% | | | | | | 14.40% | | | | | | 14.26% | | | | | | 11.18% | | |
Efficiency Ratio | | | | | 65.81% | | | | | | 66.09% | | | | | | 63.62% | | | | | | 62.37% | | | | | | 60.19% | | |
Dividends Paid | | | | $ | 0.77 | | | | | $ | 0.81 | | | | | $ | 0.88 | | | | | $ | 0.96 | | | | | $ | 1.00 | | |
Below are some highlightsa share of the Company’s executive6.875% Perpetual Non-Cumulative Preferred Stock, Series A (“Series A Preferred Stock”), on June 9, 2020, with net proceeds received from the issuance of approximately $166.4 million used for general corporate purposes in the ordinary course of the Company’s business.
| | What the Company Does | | |
| | Pay for Performance • The Company bases its annual incentive compensation programs on the achievement of key performance measures that are tied directly to the business strategy and shareholder value. • Performance share units deliver value to executives according to pre-determined financial metrics, to the extent performance goals are achieved. | | |
| | Emphasize Long-term Performance • Equity programs reward performance over a three-year time horizon. | | |
| | Stock Ownership Commitment • Stock ownership guidelines generally align the interests of management with the interests of shareholders. | | |
| | Clawbacks • The Compensation Clawback Policy generally requires the recoupment of any excess incentive compensation paid to the NEOs, other executive officers or other recipients of incentive-based compensation if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws. | | |
| | Risk Management • The Company’s compensation plans are evaluated annually by the Company’s risk management group as part of the Company’s enterprise risk management reviews. The reviews are intended to identify areas of potential risk and opportunity that can be discussed with management or the Compensation Committee. The Compensation Committee reviews the results of the risk reviews as part of its effort to ensure the compensation plans do not encourage imprudent risk taking. • All executive compensation incentive program payouts and awards are reviewed by the Company’s internal audit department personnel prior to approval by the Compensation Committee. | | |
| | Compensation Benchmarking • The Company uses a defined peer group for benchmarking, and the Compensation Committee annually reviews the peer group to ensure ongoing relevance of each selected peer. | | |
| | Obtain Advice from Independent Advisor • The Compensation Committee uses the services of an independent compensation consultant. | | |
| | What the Company Does Not Do | | |
| | No Hedging or Pledging of Company Stock • In accordance with its Policy Statement on Insider Trading (the “Insider Trading Policy”), the Company prohibits all directors and employees from entering into any transaction designed to hedge or offset any change in the market value of Company stock (including short sales, puts, calls, swaps or other derivatives, and all other similar transactions). • In addition, the Insider Trading Policy discourages all employees and prohibits “Section 16 Insiders” and “Covered Persons” (as designated in the Insider Trading Policy) from holding Company stock in a brokerage margin account or pledging Company stock as collateral for a loan. | | |
| | No Extensive Use of Employment Agreements • The Company limits the use of employment agreements to the CEO and CFO. All other executives are covered under the Company’s Executive Severance Plan. | | |
| | No Golden Parachute Tax Gross-ups • The Company does not allow for tax gross-ups under employment agreements or other severance plans. | | |
| | No “Single Trigger” Events • Vesting connected with a change in control requires a qualifying termination of employment if the acquirer assumes outstanding equity awards. | | |
| | No Multi-Year Compensation Guarantees • No agreement or other plan of the Company provides for any multi-year compensation guarantees. | | |
| | No Unearned Dividends Paid on Performance Based Awards • The Company does not accrue or pay dividend equivalents on performance-based awards during performance periods. | | |
Each compensation element is generally targeted to the median of the market, which is defined through the use of a select peer group and survey data that the Compensation Committee deems comparable. The compensation programs and review process are designed to allow for adjustments for individual variances in experience, skills and contributions.
Company’s peer group that utilized as the primary criteria for inclusion publicly traded U.S. banks with assets as of the end of the firstsecond quarter of 20162019 ranging from approximately 50% to 200% of the Company’s asset size. The Compensation Committee considered the “compatibility” and “comparability” of each company when selecting the 20172020 peer group. The Compensation Committee reviewed, among other things, each peer company’s asset size, earnings, geographical location, organizational structure and governance, number of employees, number of branch offices, and service offerings.
| BancorpSouth Bank | | | Renasant Corporation | |
| Berkshire Hills Bancorp, Inc. | | | Simmons First National Corporation | |
| CenterState Bank Corporation(1) | | | South State Corporation | |
| First Financial Bancorp. | | | Sterling Bancorp | |
| First Midwest Bancorp, Inc. | | | TowneBank | |
Fulton Financial Corporation | | Trustmark Corporation | | ||
Great Western Bancorp, Inc. | | UMB Financial | | ||
Hancock Whitney Corporation | | | United Bankshares, Inc. | | |
| Heartland Financial USA, Inc. | | | United Community Banks, Inc. | |
| Home BancShares, Inc. | | | Webster Financial Corporation | |
| Old National Bancorp | ||||
| | ||||
| Pinnacle Financial Partners, Inc. | ||||
| |||||
|
arrangements to ensure that such arrangements do not encourage the NEOs to take unnecessary andor excessive risks that would threatenhave a material adverse effect on the value of the Company.
Executive Group.
The following charts illustrate the targeted and actual mix of compensation for the CEO for 2017.
The table below reflects this larger percentage of variable compensation in the CEO’s target and actual compensation mix for 2020.
Element | | | Percent of Median | | |||
Base Salaries | | | | 98% | | | |
Target Total Cash Compensation | | | | 103% | | | |
Target Total Direct Compensation | | | | 104% | | |
Name | | | 2020 Base Salary | | | % Increase from 2019 | | ||||||
John C. Asbury | | | | $ | 832,000 | | | | | | 4.0% | | |
Robert M. Gorman | | | | $ | 424,634 | | | | | | 3.0% | | |
Maria P. Tedesco | | | | $ | 489,060 | | | | | | 4.0% | | |
David V. Ring | | | | $ | 393,382 | | | | | | 3.0% | | |
M. Dean Brown | | | | $ | 369,910 | | | | | | 3.0% | | |
Name | 2017 Base Salary | % Increase from 2016 | ||||||
John C. Asbury | $ | 650,000 | 0.0 | % | ||||
G. William Beale | $ | 725,000 | 0.0 | % | ||||
Robert M. Gorman | $ | 374,073 | 3.0 | % | ||||
John G. Stallings, Jr.(1) | $ | 400,000 | n/a | |||||
M. Dean Brown | $ | 332,072 | 3.0 | % | ||||
Elizabeth M. Bentley | $ | 286,004 | 3.0 | % | ||||
D. Anthony Peay | $ | 379,802 | 3.0 | % |
law or regulation.
MIP.
Based on the Compensation Committee’s August 2016September 2019 executive compensation review, indicating that actual totalthe Compensation Committee recommended to the Board for approval changes to the short-term incentive target opportunities for Messrs. Asbury and Gorman and Ms. Tedesco. These changes were made to better align the target cash compensation opportunity for these positions to that of the Company’s executives was aligned with the market median of the Company’s compensation peer group, the Compensation Committee made no changes to incentive target opportunities for each NEO under the MIP for 2017.group. Listed below are each NEO’s targeted percentages and weightings for the 20172020 MIP:
Name | | | Target as a Percentage of Base Salary | | | Corporate Goal Weighting | | | Individual/ Divisional Goal Weighting | | |||||||||
John C. Asbury | | | | | 90% | | | | | | 80% | | | | | | 20% | | |
Robert M. Gorman | | | | | 55% | | | | | | 80% | | | | | | 20% | | |
Maria P. Tedesco | | | | | 65% | | | | | | 80% | | | | | | 20% | | |
David V. Ring | | | | | 45% | | | | | | 40% | | | | | | 60% | | |
M. Dean Brown | | | | | 45% | | | | | | 60% | | | | | | 40% | | |
Name | Target as a Percentage of Base Salary | Corporate Goal Weighting | Individual/ Divisional Goal Weighting | |||||||||
John C. Asbury | 75 | % | 100 | % | 0 | % | ||||||
G. William Beale(1) | n/a | n/a | n/a | |||||||||
Robert M. Gorman | 50 | % | 80 | % | 20 | % | ||||||
John G. Stallings, Jr.(2) | 50 | % | 80 | % | 20 | % | ||||||
M. Dean Brown | 45 | % | 60 | % | 40 | % | ||||||
Elizabeth M. Bentley(3) | 40 | % | 100 | % | 0 | % | ||||||
D. Anthony Peay(2)(3) | 45 | % | 100 | % | 0 | % |
The
The Compensation Committee reviewed and approved the 20172020 corporate performance measures and weightings of the MIP taking into consideration quantitative data and considering projected performance in light of events affecting the Company from an economic, regulatory and operational perspective.
Target corporate performance is based on the 2020 corporate plan as approved by the Board. In connection with the declaration of COVID-19 as a pandemic, in March of 2020, the Federal Reserve took emergency action to reduce short term interest rates to near zero, long term Treasury rates plunged to record lows, the Company increased its CECL reserve to prepare for the expected recession and initiated expense reduction actions. As a result, in May 2020 the Board approved a revised plan taking into account all anticipated operating changes for the remainder of the year.
Corporate Performance Measure | | | Weighting | | | Threshold | | | Target | | | Superior | | ||||||||||||
Net Operating Income | | | | | 25% | | | | | $ | 152,615 | | | | | $ | 167,709 | | | | | $ | 176,094 | | |
Operating Return on Assets | | | | | 20% | | | | | | 0.83% | | | | | | 0.91% | | | | | | 0.97% | | |
Operating Return on Tangible Common Equity | | | | | 30% | | | | | | 11.14% | | | | | | 12.24% | | | | | | 12.87% | | |
Operating Efficiency Ratio | | | | | 25% | | | | | | 54.86% | | | | | | 50.33% | | | | | | 47.81% | | |
| | | | | 100% | | | | | | | | | | | | | | | | | | | | |
Corporate Performance Measure | Weighting | Threshold | Target | Superior | ||||||||||||
Net Operating Income | 40 | % | $ | 80,000 | $ | 85,996 | $ | 90,000 | ||||||||
Low Cost Deposits | 20 | % | $ | 5,280,680 | $ | 5,444,000 | $ | 5,716,200 | ||||||||
Total Loans | 20 | % | $ | 6,622,450 | $ | 6,971,000 | $ | 7,249,840 | ||||||||
Efficiency Ratio | 20 | % | 63.30 | % | 61.78 | % | 60.10 | % | ||||||||
100 | % |
The
Mr. Gorman’s individual goals for 20172020 were based on proactively leading and managing Company-wide programs to reduce non-interest expenses in light of the lower for longer interest rate environment. He was also responsible for leading and supporting the efforts to adjust financial plans and forecasts throughout the year including leading the effort to issue $172.5 million of preferred stock during the year. In addition, his goals included leading the coordinated process to aggressively reduce deposit rates and the deposit exception population. Mr. Gorman was expected to oversee readiness efforts of the LIBOR replacement project to ensure the Bank is in position to successfully phase-out LIBOR and transition to the new replacement index rate by 2021.
As COVID-19 response efforts. Ms. Tedesco was also expected to help drive programs to improve operational results and efficiency and to create a culture of customer centricity and differentiated service by enhancing digital capabilities, improving product offerings and leveraging analytics.
the Atlantic Union Equipment Finance division and continual development of the commercial organization including a restructuring plan. In addition, he was expected to focus on building relations with third party associations, businesses, social groups and other organizations that are beneficial to achieve the Bank’s mission and strategy.
In light of Ms. Bentley’s separation from the Company and Mr. Peay’s retirement during 2017, the Compensation Committee approved, and stipulated in their respective severance agreements, that payment of any MIP award for 2017 would be based solely on achievement of the specified MIP corporate goals.
2020.
Corporate Performance Measure | | | Weighting | | | Actual Results | | | Achievement % | | | Payout % | | ||||||||||||||||
Net Operating Income(1) | | | | | 25% | | | | | $ | 177,753 | | | | | Above Superior | | | | | 106% | | | | | | 150% | | |
Operating Return on Assets(2) | | | | | 20% | | | | | | 0.93% | | | | | Slightly above Target | | | | | 102% | | | | | | 118% | | |
Operating Return on Tangible Common Equity(3) | | | | | 30% | | | | | | 12.49% | | | | | Slightly above Target | | | | | 102% | | | | | | 120% | | |
Operating Efficiency Ratio(4) | | | | | 25% | | | | | | 52.07% | | | | | Below Target | | | | | 97% | | | | | | 65% | | |
| | | | | 100% | | | | | | | | | | | | | | | | | | | | | | 113% | | |
Corporate Performance Measure | Weighting | Actual Results(1) | Achievement % | Payout % | ||||||||||||||||
Net Operating Income | 40 | % | $ | 85,220 | Between Threshold & Target | 99 | % | 88 | % | |||||||||||
Low Cost Deposits | 20 | % | $ | 5,663,072 | Between Target & Superior | 102 | % | 131 | % | |||||||||||
Total Loans | 20 | % | $ | 7,141,552 | Between Target & Superior | 104 | % | 140 | % | |||||||||||
Efficiency Ratio | 20 | % | 62.72 | % | Between Threshold & Target | 99 | % | 45 | % | |||||||||||
100 | % | 98 | % |
Name | | | Actual Results | | | Payout % | |
John C. Asbury | | Exceeded expectations in his ability to deliver on the strategic priorities and to drive the corporate results during a year of uncertainty as a result of the global pandemic. Demonstrated flexibility to capitalize on an unexpected opportunity through the PPP loan program. Maintained strong interactions with internal and external customers, analysts, industry and community leaders and created a very positive culture across the organization. | |||||
| |||||||
Robert M. Gorman | | Led the initiative to reduce non-interest expense resulting in approximately $24 million in reduced expense run-rate. Developed a revised strategic roadmap to support the lower interest rate environment, adding an increased focus on potential merger and acquisition activity. Aggressively | | | 125% | |
Name | | | Actual Results | | | Payout % | |
| | | executed several balance sheet restructuring positions, and maintained a higher performing investment portfolio with above average returns and peer rankings. | | | | |
Maria P. Tedesco | | | Led all business line strategic plans and despite the additional challenges of | | 125% | | |
| Successfully achieved all stated goals and outperformed the financial plan with respect to integrating the Atlantic Union Equipment Finance team. Developed a Commercial Banking Group-specific strategic plan, focused on process improvements and a full-scale reorganization to enable scalability for | | 110% | | |||
M. Dean Brown | | Enabled a mostly remote workforce with little to no business interruption. Played a significant role in the | | ||||
125% | |||||||
While performance as assessed under both the corporate and individual components of the MIP for all NEOs resulted in above target payouts, at the recommendation of the CEO, any amount earned above the individual’s targeted incentive amount under the MIP for the NEOs was paid in a restricted stock award with a one-year vesting requirement. The Compensation Committee considered this decision as a way to balance recognition of achievement of results under a revised business plan with uncertain predictability, with promoting retention and ownership through equity for amounts earned for performance above targeted results. Thus, in |
In early 2018,2021, the Compensation Committee and the Company’s Board of Directors approved the following payouts to the NEOs under the MIP for 2017:
Name | | | Cash Payout | | | Equity Payout | | | Total Payout | | | % of Base Salary | | ||||||||||||
John C. Asbury | | | | $ | 748,800 | | | | | $ | 122,803 | | | | | $ | 871,603 | | | | | | 104.8% | | |
Robert M. Gorman | | | | $ | 233,549 | | | | | $ | 35,966 | | | | | $ | 269,515 | | | | | | 63.5% | | |
Maria P. Tedesco | | | | $ | 317,889 | | | | | $ | 48,955 | | | | | $ | 366,844 | | | | | | 75.0% | | |
David V. Ring | | | | $ | 177,022 | | | | | $ | 19,826 | | | | | $ | 196,848 | | | | | | 50.0% | | |
M. Dean Brown | | | | $ | 166,460 | | | | | $ | 29,630 | | | | | $ | 196,090 | | | | | | 53.0% | | |
Name | Payout | % of Base Salary | ||||||
John C. Asbury | $ | 479,816 | 74 | % | ||||
G. William Beale | N/A | N/A | ||||||
Robert M. Gorman | $ | 192,908 | 52 | % | ||||
John G. Stallings, Jr. | $ | 56,506 | 57 | % | ||||
M. Dean Brown | $ | 166,698 | 50 | % | ||||
Elizabeth M. Bentley | $ | 112,598 | 39 | % | ||||
D. Anthony Peay | $ | 112,145 | 44 | % |
Plan
2003 Stock Incentive Plan (“2003 SIP”). One of the Company’s former equity compensation plans used for granting stock awards to eligible employees of the Company and its subsidiaries in the form of incentive stock options, nonqualified stock options, stock appreciation rights and restricted stock. The 2003 SIP terminated on June 30, 2013, and no awards were made after that date. Awards made prior to the 2003 SIP’s termination date, and outstanding on that date, remain valid in accordance with their terms.
Atlantic Union Bankshares Corporation Stock and Incentive Plan (“UBCAUB SIP”).
Board.
Name | | | Restricted Stock | | | Performance Share Opportunity(1) | | ||||||
John C. Asbury | | | | | 12,731 | | | | | | 19,097 | | |
Robert M. Gorman | | | | | 4,813 | | | | | | 7,220 | | |
Maria P. Tedesco | | | | | 5,820 | | | | | | 8,731 | | |
David V. Ring | | | | | 3,121 | | | | | | 4,682 | | |
M. Dean Brown | | | | | 2,725 | | | | | | 4,088 | | |
Name | Restricted Stock | Performance Share Opportunity(1) | ||||||
John C. Asbury | 7,416 | 7,416 | ||||||
G. William Beale(2) | n/a | n/a | ||||||
Robert M. Gorman | 2,511 | 2,511 | ||||||
John G. Stallings, Jr.(3) | n/a | n/a | ||||||
M. Dean Brown | 2,006 | 2,006 | ||||||
Elizabeth M. Bentley | 1,536 | 1,536 | ||||||
D. Anthony Peay | 2,294 | 2,294 |
During 2017, upon the recommendation of the CEO,
In addition, in connection with his offer of employment with the Company, Mr. Stallings was awarded a restricted stock grant on November 1, 2017 with a three-year vesting period. He was also awarded performance share units with a three-year performance period ending October 31, 2020 based on the measure of relative total shareholder return (“TSR”) versus the total shareholder return of banks comprising the KBW Regional Banking Index. The chart below shows the 2017 restricted stock and performance share unit awards awarded to Mr. Stallings:
Name | Restricted Stock | Performance Share Opportunity(1) | ||||||
John G. Stallings, Jr. | 8,209 | 4,398 |
The Company’sexecutive stock ownership guidelines, as originally adopted in 2013guidelines. The changes were designed to enhance the alignment of certain positions to the interests of shareholders and amended effective January 1, 2018, were developed based on a review of competitive market practice and establishpractices for similar sized organizations. The new stock ownership guideline levels for the NEOs are as follows:
Participant | | | Value of Shares Owned | |
Chief Executive Officer | | | 5x Base Salary | |
Bank President | | | 3x Base Salary | |
| | | ||
Other | | | 1x Base Salary | |
Element | | | Percent of Median | | |||
Base Salaries | | | | | 97% | | |
Actual Total Cash Compensation | | | | | 98% | | |
Target Total Cash Compensation | | | | | 97% | | |
Target Total Direct Compensation | | | | | 96% | | |
Name | | | 2021 Short-Term Target as % of Base Salary | | | 2021 Long-Term Target as % of Base Salary | | ||||||
John C. Asbury | | | | | 100% | | | | | | 135% | | |
Robert M. Gorman | | | | | 65% | | | | | | 100% | | |
Maria P. Tedesco | | | | | 70% | | | | | | 110% | | |
David V. Ring | | | | | 50% | | | | | | 75% | | |
M. Dean Brown | | | | | 45% | | | | | | 75% | | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards(1) ($) | | | Option Awards ($) | | | Non- Equity Incentive Plan Compensation(2) ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation(3) ($) | | | Total ($) | | |||||||||||||||||||||||||||
John C. Asbury President and Chief Executive Officer, Atlantic Union Bankshares Corporation and Chief Executive Officer, Atlantic Union Bank | | | | | 2020 | | | | | | 826,667 | | | | | | — | | | | | | 1,123,210 | | | | | | — | | | | | | 871,603 | | | | | | — | | | | | | 126,571 | | | | | | 2,948,051 | | |
| | | 2019 | | | | | | 779,875 | | | | | | — | | | | | | 999,979 | | | | | | — | | | | | | 614,720 | | | | | | — | | | | | | 86,995 | | | | | | 2,481,569 | | | ||
| | | 2018 | | | | | | 674,375 | | | | | | — | | | | | | 815,096 | | | | | | — | | | | | | 782,904 | | | | | | — | | | | | | 60,129 | | | | | | 2,332,504 | | | ||
Robert M. Gorman EVP and Chief Financial Officer, Atlantic Union Bankshares Corporation | | | | | 2020 | | | | | | 422,573 | | | | | | — | | | | | | 424,645 | | | | | | — | | | | | | 269,515 | | | | | | — | | | | | | 30,532 | | | | | | 1,147,265 | | |
| | | 2019 | | | | | | 407,771 | | | | | | — | | | | | | 350,429 | | | | | | — | | | | | | 200,774 | | | | | | — | | | | | | 29,803 | | | | | | 988,777 | | | ||
| | | 2018 | | | | | | 383,425 | | | | | | — | | | | | | 269,729 | | | | | | — | | | | | | 261,230 | | | | | | — | | | | | | 29,761 | | | | | | 944,145 | | | ||
Maria P. Tedesco(4) EVP, Atlantic Union Bankshares Corporation and President, Atlantic Union Bank | | | | | 2020 | | | | | | 485,925 | | | | | | — | | | | | | 513,505 | | | | | | — | | | | | | 366,844 | | | | | | — | | | | | | 44,346 | | | | | | 1,410,620 | | |
| | | 2019 | | | | | | 466,875 | | | | | | — | | | | | | 423,206 | | | | | | — | | | | | | 274,814 | | | | | | — | | | | | | 71,645 | | | | | | 1,236,540 | | | ||
| | | 2018 | | | | | | 114,375 | | | | | | 100,000 | | | | | | 300,017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 314,838 | | | | | | 829,230 | | | ||
David V. Ring EVP, Atlantic Union Bankshares Corporation and Commercial Banking Group Executive, Atlantic Union Bank | | | | | 2020 | | | | | | 391,472 | | | | | | — | | | | | | 275,368 | | | | | | — | | | | | | 196,848 | | | | | | — | | | | | | 34,211 | | | | | | 897,899 | | |
| | | 2019 | | | | | | 380,070 | | | | | | — | | | | | | 229,171 | | | | | | — | | | | | | 215,176 | | | | | | — | | | | | | 32,713 | | | | | | 857,130 | | | ||
| | | 2018 | | | | | | 369,000 | | | | | | 75,000 | | | | | | 203,905 | | | | | | — | | | | | | 238,276 | | | | | | — | | | | | | 112,584 | | | | | | 998,765 | | | ||
M. Dean Brown EVP, Atlantic Union Bankshares Corporation and Chief Information Officer & Head of Enterprise Operations, Atlantic Union Bank | | | | | 2020 | | | | | | 368,114 | | | | | | — | | | | | | 240,431 | | | | | | — | | | | | | 196,090 | | | | | | — | | | | | | 36,602 | | | | | | 841,237 | | |
| | | 2019 | | | | | | 356,286 | | | | | | — | | | | | | 197,506 | | | | | | — | | | | | | 172,601 | | | | | | — | | | | | | 41,485 | | | | | | 767,878 | | | ||
| | | 2018 | | | | | | 340,374 | | | | | | — | | | | | | 188,122 | | | | | | — | | | | | | 208,093 | | | | | | — | | | | | | 42,188 | | | | | | 778,777 | | |
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Asbury | | | | $ | 1,347,866 | | | | | $ | 1,199,990 | | | | | $ | 815,096 | | |
Gorman | | | | $ | 509,588 | | | | | $ | 420,487 | | | | | $ | 269,728 | | |
Tedesco | | | | $ | 616,234 | | | | | $ | 507,861 | | | | | $ | 600,034 | | |
Ring | | | | $ | 330,456 | | | | | $ | 275,005 | | | | | $ | 203,904 | | |
Brown | | | | $ | 287,119 | | | | | $ | 237,007 | | | | | $ | 188,122 | | |
Name | | | Company Contributions to Retirement and 401(k) Plans ($) | | | Dividends on Restricted Stock Awards(1) ($) | | | Other Plan Payments(2) ($) | | | BOLI Income ($) | | | Other Benefits(3) ($) | | | Total ($) | | ||||||||||||||||||
John C. Asbury | | | | | 11,400 | | | | | | 33,465 | | | | | | 20,429 | | | | | | — | | | | | | 61,277 | | | | | | 126,571 | | |
Robert M. Gorman | | | | | 11,400 | | | | | | 12,225 | | | | | | 6,593 | | | | | | 314 | | | | | | — | | | | | | 30,532 | | |
Maria P. Tedesco | | | | | 11,400 | | | | | | 7,913 | | | | | | 8,342 | | | | | | — | | | | | | 16,691 | | | | | | 44,346 | | |
David V. Ring | | | | | 11,400 | | | | | | 7,813 | | | | | | 6,620 | | | | | | — | | | | | | 8,378 | | | | | | 34,211 | | |
M. Dean Brown | | | | | 11,400 | | | | | | 7,869 | | | | | | 5,141 | | | | | | — | | | | | | 12,192 | | | | | | 36,602 | | |
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock Option and Awards(4) ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||
John C. Asbury | | | | | N/A | | | | | | 74,880 | | | | | | 748,800 | | | | | | 1,123,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,731 | | | | | | — | | | | | | — | | | | | | 449,277 | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,910 | | | | | | 19,097 | | | | | | 38,194 | | | | | | — | | | | | | — | | | | | | — | | | | | | 673,933 | | |
Robert M. Gorman | | | | | N/A | | | | | | 23,355 | | | | | | 233,549 | | | | | | 350,323 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,813 | | | | | | — | | | | | | — | | | | | | 169,851 | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 722 | | | | | | 7,220 | | | | | | 14,440 | | | | | | — | | | | | | — | | | | | | — | | | | | | 254,794 | | |
Maria P. Tedesco | | | | | N/A | | | | | | 31,789 | | | | | | 317,889 | | | | | | 476,834 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,820 | | | | | | — | | | | | | — | | | | | | 205,388 | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 873 | | | | | | 8,731 | | | | | | 17,462 | | | | | | — | | | | | | — | | | | | | — | | | | | | 308,117 | | |
David V. Ring | | | | | N/A | | | | | | 17,702 | | | | | | 177,022 | | | | | | 265,533 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,121 | | | | | | — | | | | | | — | | | | | | 110,140 | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 468 | | | | | | 4,682 | | | | | | 9,364 | | | | | | — | | | | | | — | | | | | | — | | | | | | 165,228 | | |
M. Dean Brown | | | | | N/A | | | | | | 16,646 | | | | | | 166,460 | | | | | | 249,689 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,725 | | | | | | — | | | | | | — | | | | | | 96,165 | | |
| | | | | 2/20/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 409 | | | | | | 4,088 | | | | | | 8,176 | | | | | | — | | | | | | — | | | | | | — | | | | | | 144,266 | | |
| | | | | | | | | STOCK AWARDS | | |||||||||||||||||||||
Name | | | Grant Date or Performance Period | | | Number of Shares of Stock That Have Not Vested(1) (#) | | | Market Value of Shares of Stock That Have Not Vested(2) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested(3) (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested(2) ($) | | |||||||||||||||
John C. Asbury | | | | | 2/23/2017 | | | | | | 3,708 | | | | | | 122,142 | | | | | | — | | | | | | — | | |
| | | | | 2/22/2018 | | | | | | 10,897 | | | | | | 358,947 | | | | | | — | | | | | | — | | |
| | | | | 2/21/2019 | | | | | | 7,453 | | | | | | 245,502 | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | 12,731 | | | | | | 419,359 | | | | | | — | | | | | | — | | |
| | | | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 10,897 | | | | | | 358,947 | | |
| | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 16,769 | | | | | | 552,371 | | |
| | | | | 1/1/2020 – 12/31/2022 | | | | | | — | | | | | | — | | | | | | 19,097 | | | | | | 629,055 | | |
Robert M. Gorman | | | | | 2/23/2017 | | | | | | 1,255 | | | | | | 41,340 | | | | | | — | | | | | | — | | |
| | | | | 2/22/2018 | | | | | | 3,606 | | | | | | 118,782 | | | | | | — | | | | | | — | | |
| | | | | 2/21/2019 | | | | | | 2,612 | | | | | | 86,039 | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | 4,813 | | | | | | 158,540 | | | | | | — | | | | | | — | | |
| | | | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 3,606 | | | | | | 118,782 | | |
| | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 5,876 | | | | | | 193,555 | | |
| | | | | 1/1/2020 – 12/31/2022 | | | | | | — | | | | | | — | | | | | | 7,220 | | | | | | 237,827 | | |
Maria P. Tedesco | | | | | 2/21/2019 | | | | | | 3,154 | | | | | | 103,893 | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | 5,820 | | | | | | 191,711 | | | | | | — | | | | | | — | | |
| | | | | 11/1/2018 – 10/31/2021 | | | | | | — | | | | | | — | | | | | | 8,671 | | | | | | 285,623 | | |
| | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 7,097 | | | | | | 233,775 | | |
| | | | | 1/1/2020 – 12/31/2022 | | | | | | — | | | | | | — | | | | | | 8,731 | | | | | | 287,599 | | |
David V. Ring | | | | | 2/22/2018 | | | | | | 2,726 | | | | | | 89,794 | | | | | | — | | | | | | — | | |
| | | | | 2/21/2019 | | | | | | 1,708 | | | | | | 56,262 | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | 3,121 | | | | | | 102,806 | | | | | | — | | | | | | — | | |
| | | | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 2,726 | | | | | | 89,794 | | |
| | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 3,843 | | | | | | 126,588 | | |
| | | | | 1/1/2020 – 12/31/2022 | | | | | | — | | | | | | — | | | | | | 4,682 | | | | | | 154,225 | | |
M. Dean Brown | | | | | 2/23/2017 | | | | | | 1,003 | | | | | | 33,039 | | | | | | — | | | | | | — | | |
| | | | | 2/22/2018 | | | | | | 2,515 | | | | | | 82,844 | | | | | | — | | | | | | — | | |
| | | | | 2/21/2019 | | | | | | 1,472 | | | | | | 48,488 | | | | | | — | | | | | | — | | |
| | | | | 2/20/2020 | | | | | | 2,725 | | | | | | 89,762 | | | | | | — | | | | | | — | | |
| | | | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 2,515 | | | | | | 82,844 | | |
| | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 3,312 | | | | | | 109,097 | | |
| | | | | 1/1/2020 – 12/31/2022 | | | | | | — | | | | | | — | | | | | | 4,088 | | | | | | 134,659 | | |
| | | Restricted Stock Awards | | | Performance Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||||||||
John C. Asbury | | | | | 7,434 | | | | | | 261,231 | | | | | | 12,756 | | | | | | 452,774 | | |
Robert M. Gorman | | | | | 4,569 | | | | | | 155,597 | | | | | | 4,319 | | | | | | 153,303 | | |
Maria P. Tedesco | | | | | 1,577 | | | | | | 55,416 | | | | | | — | | | | | | — | | |
David V. Ring | | | | | 1,954 | | | | | | 57,829 | | | | | | — | | | | | | — | | |
M. Dean Brown | | | | | 3,342 | | | | | | 113,478 | | | | | | 3,450 | | | | | | 122,458 | | |
Name | | | Benefit | | | Before Change in Control Termination Without Cause or for Good Reason | | | After Change in Control Termination Without Cause or for Good Reason | | | Death Benefits | | | Disability Benefits(1) | | ||||||||||||
John C. Asbury | | | Post-Termination Compensation | | | | $ | 2,535,603 | | | | | $ | 4,278,809 | | | | | $ | 416,000 | | | | | $ | — | | |
| | | Early vesting of Restricted Stock | | | | | — | | | | | | 1,145,950 | | | | | | 1,145,950 | | | | | | 1,145,950 | | |
| | | Health care benefits continuation | | | | | 18,960 | | | | | | 18,960 | | | | | | 9,480 | | | | | | 9,480 | | |
| | | Early vesting of Performance Stock | | | | | — | | | | | | 1,540,373 | | | | | | 936,879 | | | | | | 936,879 | | |
| | | Total Value | | | | $ | 2,554,563 | | | | | $ | 6,984,092 | | | | | $ | 2,508,309 | | | | | $ | 2,092,309 | | |
Robert M. Gorman | | | Post-Termination Compensation | | | | $ | 1,118,783 | | | | | $ | 1,657,813 | | | | | $ | 212,317 | | | | | $ | — | | |
| | | Early vesting of Restricted Stock | | | | | — | | | | | | 404,701 | | | | | | 404,701 | | | | | | 404,701 | | |
| | | Health care benefits continuation | | | | | 9,720 | | | | | | 19,440 | | | | | | — | | | | | | 9,720 | | |
| | | Early vesting of Performance Stock | | | | | — | | | | | | 550,164 | | | | | | 327,094 | | | | | | 327,094 | | |
| | | Total Value | | | | $ | 1,128,503 | | | | | $ | 2,632,118 | | | | | $ | 944,112 | | | | | $ | 741,515 | | |
Maria P. Tedesco | | | Post-Termination Compensation | | | | $ | 855,904 | | | | | $ | 1,711,808 | | | | | $ | — | | | | | $ | — | | |
| | | Early vesting of Restricted Stock | | | | | 259,604 | | | | | | 259,604 | | | | | | 259,604 | | | | | | 259,604 | | |
| | | Health care benefits continuation | | | | | 8,640 | | | | | | 17,280 | | | | | | — | | | | | | — | | |
| | | Early vesting of Performance Stock | | | | | 458,000 | | | | | | 806,997 | | | | | | 458,000 | | | | | | 458,000 | | |
| | | Total Value | | | | $ | 1,582,148 | | | | | $ | 2,795,689 | | | | | $ | 753,604 | | | | | $ | 753,604 | | |
David V. Ring | | | Post-Termination Compensation | | | | $ | 590,230 | | | | | $ | 1,217,116 | | | | | $ | — | | | | | $ | — | | |
| | | Early vesting of Restricted Stock | | | | | 248,862 | | | | | | 248,862 | | | | | | 248,862 | | | | | | 248,862 | | |
| | | Health care benefits continuation | | | | | 9,720 | | | | | | 19,440 | | | | | | — | | | | | | — | | |
| | | Early vesting of Performance Stock | | | | | 225,595 | | | | | | 370,608 | | | | | | 225,595 | | | | | | 225,595 | | |
| | | Total Value | | | | $ | 1,074,407 | | | | | $ | 1,856,026 | | | | | $ | 474,457 | | | | | $ | 474,457 | | |
M. Dean Brown | | | Post-Termination Compensation | | | | $ | 566,000 | | | | | $ | 1,132,000 | | | | | $ | — | | | | | $ | — | | |
| | | Early vesting of Restricted Stock | | | | | 254,132 | | | | | | 254,132 | | | | | | 254,132 | | | | | | 254,132 | | |
| | | Health care benefits continuation | | | | | 9,720 | | | | | | 19,440 | | | | | | — | | | | | | — | | |
| | | Early vesting of Performance Stock | | | | | 200,462 | | | | | | 326,600 | | | | | | 200,462 | | | | | | 200,462 | | |
| | | Total Value | | | | $ | 1,030,314 | | | | | $ | 1,732,172 | | | | | $ | 454,594 | | | | | $ | 454,594 | | |
COMPENSATION PAY RATIO
In order
In 2017, the Company began a detailed review of all existing employment and management continuity agreements. The review was initiated based on the desire of the Company to move away from entering into individual agreements and to establish more general executive programs that would eliminate personal negotiation on an on-going basis. The review was also aimed at addressing the differences and inequities in severance and change-in-control benefits available to its current executives. On September 22, 2017, the Board of Directors, acting upon recommendation by the Compensation Committee, approved the non-renewal, in accordance with their respective terms, of all employment and management continuity agreements for executives except Mr. Asbury and Mr. Gorman, pursuant to which such agreements would terminate effective December 31, 2017. Non-renewal notices were delivered to Mr. Brown and Ms. Bentley on September 25, 2017.
In connection with the approval of the non-renewal of employment and management continuity agreements, on September 22, 2017, the Company also approved an amendment and restatement of the Union Bankshares Corporation Executive Severance Plan, effective January 1, 2018, to amend and restate the Union Bankshares Corporation Executive Severance Plan, effective January 1, 2016, as further detailed below.
Upon his hire on September 29, 2017, the Company did not enter into any form of employment or change-in-control agreement with Mr. Stallings.
Mr. Beale is currently serving as a consultant to the Company in accordance with the Transition Agreement entered into with him on August 23, 2016.
In addition, on June 5, 2017, the Company announced that Mr. Peay would retire effective August 31, 2017. In connection with his retirement, the Company and the Bank entered into a severance agreement with him which outlined the terms of his separation and his receipt of certain severance benefits as further detailed below.
Also, on October 23, 2017, the Company announced that Ms. Bentley had decided to leave the Company effective December 31, 2017. In connection with her departure, the Company and the Bank entered into a severance agreement with her which outlined the terms of her departure and her receipt of certain severance benefits as further detailed below.
John C. Asbury. The Company entered into an employment agreement on August 23, 2016 with Mr. Asbury that provides for an initial term of three years, beginning October 1, 2016 and ending December 31, 2019. The employment term automatically renews on January 1, 2020 and annually thereafter each January 1 for an additional twelve months unless notice of non-renewal is given by the Company. However, per the terms of the agreement, the employment term will not automatically extend beyond December 31 of the year in which Mr. Asbury attains age 65.
Mr. Asbury’s base salary and the recommendations of the Compensation Committee with respect to such salary are reviewed annually by the Board of Directors. He is eligible to participate in the Company’s short- and long-term cash and equity incentive plans. Incentive compensation under those plans is at the discretion of the Company’s Board of Directors and the Compensation Committee.
The Company may terminate Mr. Asbury’s employment without “Cause” (as defined in the Employment Agreement) with thirty days prior written notice to him. Mr. Asbury also may voluntarily terminate his employment with the Company at any time for “Good Reason” (as defined in the Employment Agreement). In the event the Company terminates Mr. Asbury’s employment without Cause or Mr. Asbury voluntary terminates his employment for Good Reason, or in the event the Company fails to renew the term of Mr. Asbury’s employment for calendar years 2020 and 2021, the Company will generally be obligated to continue to provide the compensation and benefits specified in the agreement, including base salary, for two years following the date of termination. In the event the Company fails to renew Mr. Asbury’s employment for calendar years 2022 and thereafter, the Company’s obligation to Mr. Asbury will consist of the compensation and benefits specified in the agreement for one year following the date of termination.
In the event of a termination for “Cause” (as defined in the Employment Agreement), Mr. Asbury will be entitled to receive his accrued but unpaid base salary and any unreimbursed expenses he may have incurred before the date of his termination.
If Mr. Asbury dies while employed by the Company, the Company will pay his designated beneficiary or estate an amount equal to Mr. Asbury’s then current base salary for a period of six months after his death.
Mr. Asbury’s Employment Agreement will terminate in the event that there is a change in control of the Company, at which time the Management Continuity Agreement, dated as of August 23, 2016, between the Company and Mr. Asbury, will become effective and any termination benefits will be determined and paid solely pursuant to the Management Continuity Agreement.
Under the terms of Mr. Asbury’s Management Continuity Agreement, the Company or its successor is required to continue in its employ Mr. Asbury for a term of three years after the date of a “Change in Control” (as defined in the Management Continuity Agreement). According to certain provisions, Mr. Asbury will retain commensurate authority and responsibilities and compensation benefits. He will receive a base salary at least equal to that paid in the immediate prior year and a bonus at least equal to the average annual bonus paid for the two years prior to the change in control.
If the employment of Mr. Asbury is terminated during the three years other than for “Cause” or “Disability” (as defined in the Management Continuity Agreement), or if he should terminate employment for “Good Reason” (as defined in the Management Continuity Agreement), Mr. Asbury will be entitled to a lump sum payment, in cash, not later than the first day of the seventh month after the date of termination equal to 2.00 times the sum of his respective base salary, his highest annual bonus paid or payable for the two most
recently completed years, and any of his pre-tax reductions or compensation deferrals for the most recently completed year; for 24 months following the date of termination, Mr. Asbury will also continue to be covered under all health and welfare benefit plans of the Company in which he or his dependents were participating immediately prior to the date of termination and the Company will continue the benefit at the same rate applicable to active employees. The Management Continuity Agreement for Mr. Asbury provides for a cutback to the minimum payment and benefits such that the payments do not trigger an excise tax.
G. William Beale. Pursuant to a transition agreement entered into with Mr. Beale on August 23, 2016, he resigned from the position of CEO of the Company on January 2, 2017, at which time Mr. Asbury became CEO. Mr. Beale served as Executive Vice Chairman of the Company’s and the Bank’s Boards of Directors until March 31, 2017, at which time he resigned from all employment positions with the Company and his former Employment Agreement and Amended and Restated Management Continuity Agreement terminated. The provisions of his Transition Agreement are summarized below.
Following Mr. Beale’s retirement on March 31, 2017, he will continue to serve as a member of the Boards of Directors of the Company and the Bank and provide consulting and advisory services as Senior Advisor to the Company. The consulting arrangement with Mr. Beale has a term of two years, from March 31, 2017 through March 31, 2019 (the “Consulting Period”), during which time Mr. Beale will provide consulting and advisory services as Senior Advisor to the Company. During that period, Mr. Beale will receive a monthly fee in an amount equal to one-twelfth of his annual base salary as in effect on his retirement date. The Company will also provide medical, life, dental and vision insurance benefits on terms no less favorable than what he would be entitled to under retiree insurance plans of the Company as in effect upon his retirement. Mr. Beale’s split dollar life insurance policy entered into pursuant to the Company’s Split Dollar Life Insurance Plan will remain in full force and effect until the death benefit is paid to his beneficiaries under such agreements. In addition, Mr. Beale will receive the cost of club dues and access to an office.
Mr. Beale received an award due to him under the 2016 MIP that was paid on March 15, 2017. Such payment was based on the achievement of the corporate goals and other goals previously described in relation to the transition process. Mr. Beale is not entitled to receive incentive compensation under the Company’s 2017 MIP for any services rendered as an employee after January 1, 2017. In addition, upon his retirement on March 31, 2017, (i) all unvested stock options granted to him under the Company’s stock incentive plans accelerated and vested; (ii) all restricted shares of the Company’s common stock granted to him under the Company’s long-term incentive plans that were unvested accelerated and vested; and (iii) performance share units will vest as determined at the end of the performance periods set forth in the 2014, 2015 and 2016 award agreements, provided that Mr. Beale will be entitled to vest in only pro rate portions of the performance share units granted in 2015 and 2016. Upon retirement, the Company also transferred to Mr. Beale the title to the Company-owned vehicle used by him.
During the Consulting Period, Mr. Beale will continue to be subject to the non-competition, non-solicitation and confidentiality covenants currently applicable to him. The Company may terminate the Transition Agreement at any time for “Cause” (as defined in the Transition Agreement) by written notice to Mr. Beale and will have no further obligations to Mr. Beale under his agreement. The company may terminate the Transition Agreement at any time other than for “Cause.” Under such circumstances, Mr. Beale will be entitled to receive the monthly cash payments and other benefits described above for the duration of the Consulting Period as if the Transition Agreement were not terminated. Mr. Beale may terminate the Transition Agreement for any reason by written notice to the Company, in which case he will be entitled to receive any compensation due but not yet paid as of the date of his termination notice. The Company otherwise has no further obligations to Mr. Beale under the Transition Agreement.
Robert M. Gorman. The Company entered into an employment agreement with Mr. Gorman effective as of July 17, 2012. Mr. Gorman’s agreement has an initial term of two and-a-half years, and automatically renews annually for an additional calendar year upon the expiration of the initial term unless the Company gives notice that the employment term will not be extended. His Employment Agreement contains substantially similar terms to Mr. Asbury’s Employment Agreement. Mr. Gorman’s Employment Agreement will terminate in the event there is a change in control of the Company, at which time the Amended and Restated Management Continuity Agreement between him and the Company originally dated July 17, 2012
and amended as of December 7, 2012 will become effective and any termination benefits will be determined and paid solely pursuant to that agreement. Mr. Gorman’s Management Continuity Agreement also contains substantially similar terms to Mr. Asbury’s Management Continuity Agreement.
John G. Stallings, Jr. Mr. Stallings has not entered into an individual employment or change-in-control agreement, but is a participant in the Company’s Executive Severance Plan and is entitled to certain severance benefits upon termination of employment under specified termination events, as described further below.
M. Dean Brown. As was previously discussed, Mr. Brown was provided with notification on September 25, 2017 that his Management Continuity Agreement dated as of February 10, 2015 would not be renewed and would terminate effective December 31, 2017. Mr. Brown is also a participant in the Company’s Executive Severance Plan and is entitled to certain severance benefits upon termination of employment under specified termination events.
D. Anthony Peay. On June 5, 2017, the Company and the Bank entered into a severance agreement with Mr. Peay regarding his agreement to retire and resign as an executive officer of the Company on August 31, 2017. Per the terms of the Severance Agreement, he is to receive certain severance benefits pursuant to the Severance Agreement and subject to the conditions and requirements of Section 4(f) of the Amended and Restated Employment Agreement between Mr. Peay and the Company dated as of May 1, 2006 and amended as of December 31, 2008.
The Severance Agreement with Mr. Peay details the terms of his retirement benefits including, but not limited to:
Mr. Peay’s right to these benefits is subject to his continued compliance with the non-competition and non-solicitation covenants in the Employment Agreement, which apply for one year following his retirement date, as well as the confidentiality provisions provided in the Employment Agreement and in the Severance Agreement. Mr. Peay also continues to be subject to certain obligations, including but not limited to non-competition, non-solicitation and confidentiality provisions, under the Employment Agreement and the Amended and Restated Management Continuity Agreement between Mr. Peay and the Company dated as of November 21, 2000 and amended as of December 31, 2008.
Elizabeth M. Bentley. On October 24, 2017, the Company and the Bank entered into a Severance Agreement with Ms. Bentley regarding her decision to resign as an executive officer of the Company on December 31, 2017. Per the terms of the Severance Agreement, she is to receive certain severance benefits pursuant to the severance agreement and subject to the conditions and requirements of Section 4(f) of the Amended and Restated Employment Agreement between Ms. Bentley and the Company dated as of October 24, 2011.
The Severance Agreement with Ms. Bentley details the terms of her separation benefits including, but not limited to:
Ms. Bentley’s right to these benefits is subject to her continued compliance with the non-competition and non-solicitation covenants in the Employment Agreement, which apply for one year following her separation date, as well as the confidentiality provisions provided in the Employment Agreement and in the Severance Agreement. Ms. Bentley also continues to be subject to certain obligations under the Employment Agreement and the Management Continuity Agreement between Ms. Bentley and the Company dated as of October 24, 2011.
On September 22, 2017, the Board of Directors, acting on the recommendation of the Compensation Committee, approved an amendment and restatement of the Union Bankshares Corporation Executive Severance Plan, which amendment and restatement became effective January 1, 2018.
The Executive Severance Plan provides benefits to certain key or critical employees of the Company, including all of the Company’s executive officers other than the Chief Executive Officer, in the event of (i) the involuntary termination of the employee’s employment by the Company without cause (as defined in the Executive Severance Plan) or (ii) the involuntary termination of the employee’s employment by the Company without cause (as defined in the Executive Severance Plan) or by the employee for good reason (as defined in the Executive Severance Plan) within three years following a change in control of the Company (as defined in the Executive Severance Plan). The plan’s provisions do not apply to the Company’s CFO as he continues to have employment and management continuity agreements that provide severance or severance type benefits.
The Executive Severance Plan provides post-termination benefits for eligible executives in the case of a qualifying involuntary termination without cause (as defined in the Executive Severance Plan) that is not in connection with, or occurs more than three years following, a change in control of the Company. These benefits consist of:
The plan also provides enhanced post-termination benefits for eligible executives in the case of a qualifying termination without cause (as defined in the Executive Severance Plan) or for good reason (as defined in the Executive Severance Plan) that occurs within three years following a change in control of the
Company. These enhanced post-termination change in control benefits are provided in a tiered structure. The Company’s Section 16 officers who are eligible executives (which includes Mr. Stallings and Mr. Brown) and the Chief Audit Executive are “Tier 1 Executives,” and all other eligible executives are “Tier 2 Executives.” The post-termination change in control benefits for each tier of executives under the plan consist of:
Tier 1
Tier 2
In the case of a qualifying termination with or without a change in control, an executive must execute and not revoke a release of claims and non-solicitation agreement with the Company in the form provided by the Company to receive benefits (other than the accrued obligations). An executive who is a party to another agreement with the Company that provides severance or severance type benefits upon termination of employment may not receive post-termination benefits under the plan. In addition, no benefits will be paid to the extent they are duplicative of benefits under other plans or agreements with the Company.
The Company, with the approval of its Board of Directors (or the Compensation Committee, in accordance with the Company’s bylaws), has the right to amend, modify or terminate the Executive Severance Plan at any time if it determines that it is necessary or desirable to do so.
Estimated potential payments to members of the Executive Group, upon the termination of their employment, including a termination following a change in control, if applicable, are set forth in the Potential Payments Upon Termination or Change In Control table.
The Company provides limited perquisites to members of its Executive Group. In accordance with the Company’s vehicle policy, certain NEOs including Messrs. Asbury, Beale, Stallings, and Peay and Ms. Bentley are (or were) provided with company-owned vehicles for business use; the Company covers the vehicle’s business-use expenses. All members of the Executive Group currently have mobile devices, which are used for business purposes and are paid for by the Company (in accordance with the Company’s cell phone policy). In addition, as part of his offer of employment, Mr. Asbury received relocation assistance benefits in 2017.
Mr. Stallings’s dues for the Country Club of Virginia in Richmond, Virginia are paid for by the Company. Both Mr. Asbury as CEO and Mr. Stallings as the Bank President are covered under a financial planning allowance program that provides for reimbursement of certain financial planning expenses up to a $10,000 (net of taxes) annual limit. The Company also provides to Mr. Asbury the benefit of an annual executive physical program.
All members of the Executive Group are eligible to participate in the health and welfare benefit programs available to all of the Company’s employees. These programs include medical, dental, and vision coverages, short and long-term disability plans, and life insurance. All members of the Executive Group are also eligible to participate in the Employee Stock Ownership Plan sponsored by the Company.
In addition, the Company has a 401(k) profit sharing plan. All members of the Executive Group participate in this plan and are fully vested in their own contributions. The Company’s discretionary matching contributions vest at 100% upon two years of service.
The Company and certain members of the Executive Group are parties to split dollar life insurance agreements or bank owned life insurance (“BOLI”) agreements. Generally, under each split dollar or BOLI agreement, the Company has applied to a reputable insurance company for an insurance policy on the executive’s life. The insured executive is requested to designate his beneficiary upon death. A death benefit will be paid to the executive’s designated beneficiary, or to his estate, as may be applicable, under the provisions of the applicable agreement, and a death benefit will also be paid to the Company. Any death benefit paid to the Company will be in excess of any death benefit paid to the insured executive’s designated beneficiary.
The Company has entered into BOLI agreements with certain NEOs on four occasions, in 2000, 2005, 2014 and 2015. All of the polices are still in effect, with the exception of all three policies for Ms. Bentley and the 2014 policy for Mr. Peay, whereby the death benefit was forfeited as a result of the executive’s separation of employment under the BOLI agreements. The following table outlines the respective death benefit for each such executive’s designated beneficiary or estate.
Name | 2000 | 2005 | 2014 | 2015 | ||||||||||||
John C. Asbury | n/a | n/a | n/a | n/a | ||||||||||||
G. William Beale | 3x annual salary | $ | 100,000 | $ | 100,000 | $ | 100,000 | |||||||||
Robert M. Gorman | n/a | n/a | $ | 100,000 | $ | 100,000 | ||||||||||
John G. Stallings, Jr. | n/a | n/a | n/a | n/a | ||||||||||||
M. Dean Brown | n/a | n/a | n/a | n/a | ||||||||||||
Elizabeth M. Bentley | n/a | $ | 100,000 | $ | 100,000 | $ | 100,000 | |||||||||
D. Anthony Peay | 3x annual salary | $ | 100,000 | $ | 100,000 | n/a |
In October 2017, the Compensation Committee began an executive compensation review with data and analyses provided by Pearl Meyer, its independent compensation consultant. The purpose of the review was to assess the market competitiveness of current compensation against updated data for the selected peer group of base salaries, short-term and long-term incentive targets to assist in making decisions for 2018. The review indicated that overall base compensation and cash incentives are aligned with the market median (+/- 10%) as identified by survey and proxy data of our executive compensation peer group, but targeted total direct compensation trails the market median:
In February 2018, the Compensation Committee met and approved new base salaries for the NEOs. The new NEO base salaries were approved by the Board of Directors on February 22, 2018 as follows:
Name | 2018 Base Salary | 2018 % Increase | ||||||||||
John C. Asbury | $ | 679,250 | 4.5 | % | ||||||||
G. William Beale | N/A | N/A | ||||||||||
Robert M. Gorman | $ | 385,295 | 3 | % | ||||||||
John G. Stallings, Jr. | $ | 416,000 | 4 | % | ||||||||
M. Dean Brown | $ | 342,034 | 3 | % | ||||||||
Elizabeth M. Bentley | N/A | N/A | ||||||||||
D. Anthony Peay | N/A | N/A |
The Compensation Committee also approved and recommended to the Board of Directors for approval a change in the short-term incentive opportunity for Mr. Asbury only from 75% to 85% for 2018. No changes were made to the respective short-term incentive opportunity targets for the other NEOs. In addition, as a result of the market study which indicated that total direct compensation trailed the market, the Compensation Committee approved and recommended to the Board of Directors for approval new targets under the long-term incentive plan as follows:
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that appears above in this proxy statement. Based on its reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Linda V. Schreiner, ChairmanGlen C. CombsThomas P. RohmanRonald L. TillettCharles W. Steger
The following Summary Compensation Table provides information on the compensation accrued or paid by the Company or its subsidiaries during the years indicated for the NEOs.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (MIP)(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | |||||||||||||||||||||||||||
John C. Asbury(6) President and Chief Executive Officer, Union Bankshares Corporation | 2017 | 650,000 | — | 552,492 | — | 479,816 | — | 48,698 | 1,731,006 | |||||||||||||||||||||||||||
2016 | 164,962 | 300,000 | 1,049,990 | — | — | — | 22,110 | 1,537,062 | ||||||||||||||||||||||||||||
2015 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
G. William Beale former Chief Executive Officer, Union Bankshares Corporation | 2017 | 181,250 | — | — | — | — | 2,183 | 821,417 | 1,004,850 | |||||||||||||||||||||||||||
2016 | 717,337 | — | 489,994 | — | 651,007 | 2,156 | 102,259 | 1,962,753 | ||||||||||||||||||||||||||||
2015 | 679,021 | — | 339,499 | — | 253,730 | 4,403 | 109,253 | 1,385,906 | ||||||||||||||||||||||||||||
Robert M. Gorman EVP and Chief Financial Officer, Union Bankshares Corporation | 2017 | 372,257 | — | 243,676 | — | 192,908 | — | 30,029 | 838,870 | |||||||||||||||||||||||||||
2016 | 361,415 | — | 181,593 | — | 219,622 | — | 29,370 | 792,000 | ||||||||||||||||||||||||||||
2015 | 351,167 | — | 291,018 | — | 109,653 | — | 31,353 | 783,191 | ||||||||||||||||||||||||||||
John G. Stallings, Jr.(6) EVP, Union Bankshares Corporation and President, Union Bank & Trust | 2017 | 101,667 | 200,000 | 430,025 | — | 56,506 | — | 7,789 | 795,986 | |||||||||||||||||||||||||||
2016 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
2015 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
M. Dean Brown(6) EVP, Union Bankshares Corporation and Chief Information Officer & Head of Operations, Union Bank & Trust | 2017 | 330,460 | — | 149,447 | — | 166,698 | — | 28,344 | 674,949 | |||||||||||||||||||||||||||
2016 | 320,333 | — | 145,085 | — | 182,377 | — | 207,313 | 855,108 | ||||||||||||||||||||||||||||
2015 | 259,625 | — | 309,072 | — | 97,922 | — | 40,538 | 707,157 | ||||||||||||||||||||||||||||
Elizabeth M. Bentley(5) former EVP, Union Bankshares Corporation and Chief Retail Officer, Union Bank & Trust | 2017 | 284,616 | — | 146,827 | — | 112,598 | — | 465,863 | 1,009,904 | |||||||||||||||||||||||||||
2016 | 276,326 | — | 111,064 | — | 132,985 | — | 26,322 | 546,697 | ||||||||||||||||||||||||||||
2015 | 268,491 | — | 180,878 | — | 60,689 | — | 37,028 | 547,086 | ||||||||||||||||||||||||||||
D. Anthony Peay former EVP, Union Bankshares Corporation and Chief Banking Officer, Union Bank & Trust | 2017 | 257,697 | — | 220,860 | — | 112,145 | — | 592,135 | 1,182,836 | |||||||||||||||||||||||||||
2016 | 366,950 | — | 165,940 | — | 203,650 | — | 42,489 | 779,029 | ||||||||||||||||||||||||||||
2015 | 348,997 | — | 374,648 | — | 110,562 | — | 44,070 | 878,277 |
Name | Insurance Premiums ($) | Company Contributions to Retirement and 401(k) Plans ($) | Dividends on Restricted Stock Awards(1) ($) | Other Plan Payments(2) ($) | BOLI Income ($) | Other Benefits(3) ($) | Total ($) | |||||||||||||||||||||
John C. Asbury | — | 10,800 | 15,972 | — | — | 21,927 | 48,698 | |||||||||||||||||||||
G. William Beale | 12,286 | 6,042 | 5,759 | 10,737 | 2,182 | 784,412 | 821,417 | |||||||||||||||||||||
Robert M. Gorman | — | 10,800 | 13,544 | 5,437 | 248 | — | 30,029 | |||||||||||||||||||||
John G. Stallings, Jr. | — | — | 1,724 | — | — | 6,065 | 7,789 | |||||||||||||||||||||
M. Dean Brown | — | 10,716 | 12,191 | 5,437 | — | — | 28,344 | |||||||||||||||||||||
Elizabeth M. Bentley | — | 7,647 | 9,087 | 10,737 | 300 | 438,092 | 465,863 | |||||||||||||||||||||
D. Anthony Peay | — | 10,800 | 11,402 | 10,737 | 1,078 | 558,117 | 592,135 |
The Grants of Plan-Based Awards in 2017 table and the Outstanding Equity Awards at Fiscal Year End 2017 table provide information for both non-equity and equity incentive plan awards, if any, and all other stock option grants and stock awards. The awards made to each NEO are also included in the Summary Compensation Table and represent a portion of the long term incentive compensation available to the executive for the period January 2017 through December 2019.
The following table provides information with regard to the stock awards granted during 2017 (and reported as Stock Awards in the Summary Compensation Table) and the annual cash incentive compensation award opportunity for 2017 for the NEOs.
Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Option and Awards(4) ($) | ||||||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||
John C. Asbury | N/A | N/A | 48,750 | 487,500 | 731,250 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 7,416 | — | — | 276,246 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | 742 | 7,416 | 14,832 | — | — | — | 276,246 | |||||||||||||||||||||||||||||||||||||
G. William Beale | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Robert M. Gorman | N/A | N/A | 18,704 | 187,037 | 280,556 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 2,511 | — | — | 93,535 | |||||||||||||||||||||||||||||||||||||
5/2/2017 | 5/2/2017 | — | — | — | — | — | — | 1,660 | — | — | 56,606 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | 251 | 2,511 | 5,022 | — | — | — | 93,535 | |||||||||||||||||||||||||||||||||||||
John G. Stallings, Jr. | N/A | N/A | 5,500 | 55,000 | 82,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
11/1/2017 | 11/1/2017 | — | — | — | — | — | — | 8,209 | — | — | 280,009 | |||||||||||||||||||||||||||||||||||||
11/1/2017 | 11/1/2017 | — | — | — | 440 | 4,398 | 8,796 | — | — | — | 150,016 | |||||||||||||||||||||||||||||||||||||
M. Dean Brown | N/A | N/A | 14,943 | 149,432 | 224,148 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 2,006 | — | — | 74,724 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | 201 | 2,006 | 4,012 | — | — | — | 74,724 | |||||||||||||||||||||||||||||||||||||
Elizabeth M. Bentley | N/A | N/A | 11,440 | 114,402 | 171,603 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 1,536 | — | — | 57,216 | |||||||||||||||||||||||||||||||||||||
5/2/2017 | 5/2/2017 | — | — | — | — | — | — | 950 | — | — | 32,395 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | 154 | 1,536 | 3,072 | — | — | — | 57,216 | |||||||||||||||||||||||||||||||||||||
D. Anthony Peay | N/A | N/A | 11,394 | 113,941 | 170,912 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 2,294 | — | — | 85,452 | |||||||||||||||||||||||||||||||||||||
5/2/2017 | 5/2/2017 | — | — | — | — | — | — | 1,465 | — | — | 49,957 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | �� | — | — | 229 | 2,294 | 4,588 | — | — | — | 85,452 |
The following table shows certain information regarding outstanding awards for unexercised stock options and non-vested stock (includes restricted and performance stock) at December 31, 2017 for the NEOs. This table discloses outstanding awards whose ultimate value is unknown and has not been realized (i.e., dependent on future results of certain measures).
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||||||
Name | Grant Date or Performance Period | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares of Stock That Have Not Vested(2)(#) | Market Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) | ||||||||||||||||||||||||||||||
John C. Asbury | 11/1/2016 | — | — | — | — | — | 11,334 | 409,951 | — | — | ||||||||||||||||||||||||||||||
2/23/2017 | — | — | — | — | — | 7,416 | 268,237 | — | — | |||||||||||||||||||||||||||||||
11/1/2016 – 10/31/2019 | — | — | — | — | — | — | — | 22,670 | 819,974 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 7,416 | 268,237 | |||||||||||||||||||||||||||||||
G. William Beale | 4/26/2011 | 24,682 | — | — | 12.11 | 3/31/2018 | — | — | — | — | ||||||||||||||||||||||||||||||
2/23/2012 | 24,887 | — | — | 14.40 | 3/31/2018 | — | — | — | — | |||||||||||||||||||||||||||||||
1/1/2015 – 12/31/2017 | — | — | — | — | — | — | — | 5,837 | 211,124 | |||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 4,513 | 163,235 | |||||||||||||||||||||||||||||||
Robert M. Gorman | 2/27/2014 | — | — | — | — | — | 1,360 | 49,191 | — | — | ||||||||||||||||||||||||||||||
2/26/2015 | — | — | — | — | — | 3,205 | 115,925 | — | — | |||||||||||||||||||||||||||||||
12/10/2015 | — | — | — | — | — | 2,879 | 104,133 | — | — | |||||||||||||||||||||||||||||||
2/25/2016 | — | — | — | — | — | 4,014 | 145,186 | — | — | |||||||||||||||||||||||||||||||
2/23/2017 | — | — | — | — | — | 2,511 | 90,823 | — | — | |||||||||||||||||||||||||||||||
5/2/2017 | — | — | — | — | — | 1,660 | 60,042 | — | — | |||||||||||||||||||||||||||||||
1/1/2015 – 12/31/2017 | — | — | — | — | — | — | — | 3,233 | 116,938 | |||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 4,014 | 145,186 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 2,511 | 90,823 | |||||||||||||||||||||||||||||||
John G. Stallings, Jr. | 11/1/2017 | — | — | — | — | — | 8,209 | 296,920 | — | — | ||||||||||||||||||||||||||||||
11/1/2017 – 10/31/2020 | — | — | — | — | — | — | — | 4,398 | 159,076 | |||||||||||||||||||||||||||||||
M. Dean Brown | 3/27/2015 | — | — | — | — | — | 4,000 | 144,680 | — | — | ||||||||||||||||||||||||||||||
12/10/2015 | — | — | — | — | — | 4,222 | 152,710 | — | — | |||||||||||||||||||||||||||||||
2/25/2016 | — | — | — | — | — | 3,207 | 115,997 | — | — | |||||||||||||||||||||||||||||||
2/23/2017 | — | — | — | — | — | 2,006 | 72,557 | — | — | |||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 3,207 | 115,997 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 2,006 | 72,557 | |||||||||||||||||||||||||||||||
Elizabeth M. Bentley | 4/28/2010 | 4,249 | — | — | 16.45 | 3/31/2018 | — | — | — | — | ||||||||||||||||||||||||||||||
4/26/2011 | 6,347 | — | — | 12.11 | 3/31/2018 | — | — | — | — | |||||||||||||||||||||||||||||||
2/23/2012 | 6,359 | — | — | 14.40 | 3/31/2018 | — | — | — | — | |||||||||||||||||||||||||||||||
1/1/2015 – 12/31/2017 | — | — | — | — | — | — | — | 1,854 | 67,059 | |||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 1,637 | 59,210 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 512 | 18,519 | |||||||||||||||||||||||||||||||
D. Anthony Peay | 1/1/2015 – 12/31/2017 | — | — | — | — | — | — | — | 2,540 | 91,872 | ||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 2,038 | 73,714 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 510 | 18,447 |
The market value of the stock awards that have not vested, as shown in the above table, was determined based on the per share closing price of the Company’s common stock on December 29, 2017 ($36.17).
The following table provides information that is intended to enable investors to understand the value of the equity realized by the NEOs upon exercise of options and/or the vesting of stock during the most recent fiscal year.
Option Awards | Restricted Stock Awards | Performance Stock Awards | ||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||
John C. Asbury | — | — | 3,779 | 128,902 | — | — | ||||||||||||||||||
G. William Beale | — | — | 28,566 | 1,014,430 | — | — | ||||||||||||||||||
Robert M. Gorman | — | — | 5,335 | 195,182 | — | — | ||||||||||||||||||
John G. Stallings, Jr. | — | — | — | — | — | — | ||||||||||||||||||
M. Dean Brown | — | — | 2,111 | 77,136 | — | — | ||||||||||||||||||
Elizabeth M. Bentley | — | — | 13,156 | 476,541 | — | — | ||||||||||||||||||
D. Anthony Peay | 22,138 | 417,710 | 21,109 | 674,879 | — | — |
The value realized upon exercise, as set forth in the above table, was determined as the difference between the market price of the Company’s common stock at the time of exercise and the exercise price of the stock options multiplied by the number of shares acquired on exercise.
In 1985, the then Union Bank and Trust Company, a predecessor of Union Bank & Trust, the Company’s wholly owned bank subsidiary, offered its directors the option to participate in a deferred supplemental compensation program. Certain directors entered into agreements with Union Bank and Trust Company to participate in this program. To participate in the program, a director must have elected to forego the director’s fees that would otherwise have been payable to him by Union Bank and Trust Company for a period of 12 consecutive months beginning immediately after his election to participate.
While its obligation under each supplemental compensation agreement represents an unsecured, general obligation of Union Bank & Trust, a substantial portion of the benefits payable under the agreements is funded by key person life insurance owned by the Bank on each director. The fees deferred by each participating director in 1985 were applied towards the first year’s premium expense of a life insurance policy and thereafter the Bank has paid the premiums. Similarly, in 1991, a sum equivalent to one year of director compensation was applied toward the first year’s premium expense of a life insurance policy on the life of Mr. Beale, who, at the time, served on the Bank’s Board of Directors and was the Bank’s President; subsequently, the Bank has paid the premium necessary to continue the subject life insurance policy in effect. While the insurance policies were purchased as a means of funding the deferred compensation liability created under this plan, there exists no obligation to use any insurance funds from policy loans or death proceeds to curtail the deferred compensation liability.
Each supplemental compensation agreement provides that the director will receive from the Bank a designated fixed amount, payable in equal monthly installments over a period of 10 years beginning upon the director’s “Normal Retirement Date,” which is defined in the agreements to be the last day of the month in which the director reaches age 65. No interest is paid on the installments. The amount of each director’s monthly benefit is actuarially determined based on, among other factors, the age and health condition of each director at the time he elects to participate in the program. In the event a director retires but dies before receiving all the installments due under the agreement, the Bank has the option of making one lump sum payment (based on the discounted present value of the remaining installment obligation) to the director’s designated beneficiary or his estate or continuing the balance of the installment payments in accordance with the original payment plan. Each agreement further provides that a reduced fixed amount is payable in the event of a director’s death prior to reaching the Normal Retirement Date.
The supplemental compensation agreement with Mr. Beale calls for the Bank to pay him $26,500 per year for ten years upon his Normal Retirement Date. On October 20, 2014, Mr. Beale’s agreement was amended to allow him to defer commencement of his distributions, subject to the requirements of Section 409A. The Company’s other participating directors receive or will receive from the Bank an annual installment in the respective following amounts upon reaching the Normal Retirement Date(s) as follows: Mr. Hicks, $55,368; and Mr. Hansen, $22,299.
The Company also offers a nonqualified deferred compensation plan administered by the Virginia Bankers Association (“VBA”) Benefits Corporation under which executives and directors may elect annually to defer compensation paid to them by the Company. Mr. Beale and Ms. Bentley have elected to participate in this nonqualified deferred compensation plan.
The VBA’s nonqualified deferred compensation plan is a defined contribution plan under which contributions are posted to the participant’s account and the account is credited with earnings commensurate with the elected investments. These investments are held in a “rabbi trust” administered by the VBA Benefits Corporation. The funds are to be held in the rabbi trust until such time as the executive or director is entitled to receive a distribution.
The following table summarizes the nonqualified deferred compensation for the NEOs.
As of December 31, 2017, the Company had accrued approximately $11.1 million to cover its obligations under all of the supplemental compensation agreements and deferred compensation arrangements with current and former directors and executive officers.
The Company does not participate in a defined benefit retirement plan; however, the Company does have a defined contribution plan for all eligible employees, including the members of the Executive Group. This plan is known formally as the Union Bankshares Corporation 401(k) Profit Sharing Plan, or informally as the 401(k) Plan. All members of the Executive Group currently participate in the 401(k) Plan. Each NEO participant is fully vested in his own contributions to the 401(k) Plan. The Company provides discretionary matching contributions to plan participants. The Company’s matching contributions are fully vested after two years.
In addition, as stated previously, certain directors have supplemental compensation agreements that are tied to a “Normal Retirement Age,” which is defined to be age 65. The following table provides information relating to Mr. Beale’s entitlement to the supplemental compensation, including the present value of the accumulated benefit for him. No other NEO participates in a pension plan or similar plan that is tied to a retirement age.
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||||
G. William Beale | Deferred Supplemental Compensation Program | 28 | 175,847 | — |
Mr. Beale has been credited with 28 years of service and having reached his Normal Retirement Age in 2014 is eligible to receive benefits; however, as stated above, Mr. Beale has elected to defer receipt of his benefit, subject to the requirements of Section 409A. Age 68 has been used for purposes of calculating the present value of accumulated benefit.
As discussed in the Compensation Discussion and Analysis above, each of Messrs. Asbury and Gorman have entered into an employment agreement and a management continuity agreement or “change in control” agreement with the Company, as the same may have been amended or restated. In addition, Messrs. Brown and Stallings are eligible to receive benefits under the Executive Severance Plan. The following table provides the estimated potential payments that would be due to each of the executives under certain termination scenarios, if termination had occurred as of December 31, 2017 for Messrs. Asbury, Gorman, Stallings and Brown. For Messrs. Beale and Peay, and for Ms. Bentley, the table provides the future payments to be provided in accordance with his or her separation agreement. Under no current scenario will any executive officer be entitled to a tax gross-up provision if his or her parachute payment exceeds IRS limits.
Name | Benefit | Before Change in Control Termination Without Cause or for Good Reason | After Change in Control Termination Without Cause or for Good Reason | Death Benefits | Disability Benefits(1) | |||||||||||||||
John C. Asbury | Post-Termination Compensation | $ | 1,779,816 | $ | 2,739,448 | $ | 325,000 | $ | — | |||||||||||
Early vesting of Restricted Stock | — | 678,188 | 678,188 | 678,188 | ||||||||||||||||
Health care benefits continuation | 15,096 | 15,096 | 7,548 | 7,548 | ||||||||||||||||
Early vesting of Performance Stock | — | 1,088,211 | 408,291 | 408,291 | ||||||||||||||||
Total Value | $ | 1,794,912 | $ | 4,520,942 | $ | 1,419,026 | $ | 1,094,026 | ||||||||||||
G. William Beale | Post-Termination Compensation | $ | 1,450,000 | n/a | n/a | n/a | ||||||||||||||
Early vesting of Restricted Stock | 770,548 | n/a | n/a | n/a | ||||||||||||||||
Health care benefits continuation | 46,040 | n/a | n/a | n/a | ||||||||||||||||
Early vesting of Performance Stock | 374,360 | n/a | n/a | n/a | ||||||||||||||||
Total Value | $ | 2,640,947 | n/a | n/a | n/a | |||||||||||||||
Robert M. Gorman | Post-Termination Compensation | $ | 941,054 | $ | 1,380,298 | $ | 187,037 | $ | — | |||||||||||
Early vesting of Restricted Stock | — | 565,301 | 565,301 | 565,301 | ||||||||||||||||
Health care benefits continuation | 7,548 | 15,096 | — | 7,548 | ||||||||||||||||
Early vesting of Performance Stock | — | 352,947 | 244,003 | 244,003 | ||||||||||||||||
Total Value | $ | 948,602 | $ | 2,313,642 | $ | 996,340 | $ | 816,852 | ||||||||||||
John G. Stallings, Jr. | Post-Termination Compensation | $ | 456,506 | $ | 913,012 | $ | — | $ | — | |||||||||||
Early vesting of Restricted Stock | 296,920 | 296,920 | 296,920 | 296,920 | ||||||||||||||||
Health care benefits continuation | 7,548 | 15,096 | — | — | ||||||||||||||||
Early vesting of Performance Stock | 8,838 | 159,076 | 8,838 | 8,838 | ||||||||||||||||
Total Value | $ | 769,811 | $ | 1,384,103 | $ | 305,757 | $ | 305,757 | ||||||||||||
M. Dean Brown | Post-Termination Compensation | $ | 498,770 | $ | 1,028,898 | $ | — | $ | — | |||||||||||
Early vesting of Restricted Stock | 485,944 | 485,944 | 485,944 | 485,944 | ||||||||||||||||
Health care benefits continuation | 7,548 | 15,096 | — | — | ||||||||||||||||
Early vesting of Performance Stock | 101,517 | 188,554 | 101,517 | 101,517 | ||||||||||||||||
Total Value | $ | 1,093,779 | $ | 1,718,492 | $ | 587,461 | $ | 587,461 | ||||||||||||
Elizabeth M. Bentley | Post-Termination Compensation | $ | 684,606 | n/a | n/a | n/a | ||||||||||||||
Early vesting of Restricted Stock | 412,266 | n/a | n/a | n/a | ||||||||||||||||
Health care benefits continuation | 15,096 | n/a | n/a | n/a | ||||||||||||||||
Early vesting of Performance Stock | 144,789 | n/a | n/a | n/a | ||||||||||||||||
Total Value | $ | 1,256,756 | n/a | n/a | n/a | |||||||||||||||
D. Anthony Peay | Post-Termination Compensation | $ | 871,749 | n/a | n/a | n/a | ||||||||||||||
Early vesting of Restricted Stock | 528,694 | n/a | n/a | n/a | ||||||||||||||||
Health care benefits continuation | 14,832 | n/a | n/a | n/a | ||||||||||||||||
Early vesting of Performance Stock | 184,033 | n/a | n/a | n/a | ||||||||||||||||
Total Value | $ | 1,599,308 | n/a | n/a | n/a |
In addition, each director and executive officer completes an annual questionnaire where they are expected to disclose any potential transactions with related parties.
Pursuant to Section 16(a) of the Exchange Act, directors, certain officers, and beneficial owners of greater than 10% of the Company’s common stock are required to file reports with the SEC indicating their holdings of and transactions in the Company’s common stock. To the Company’s knowledge, these insiders of the Company complied with all SEC filing requirements during 2017, except for: three late filings on Form 4 by Mr. Gorman; two late filings on Form 4 by each of Messrs. Beale and Peay, Ms. Bentley, and Loreen LaGatta; and one late filing on Form 4 by each of David Bilko and Mr. Hansen.
Fromcorporation, hereby amends and
From The North (New York, Pennsylvania, Boston)
Fromapproval of the amended and restated Plan by the Company’s shareholders. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1. The South (North Carolina, South Carolina, Florida)
Fromapproval of the Plan by the Company’s shareholders, which was obtained on April 26, 2011. The West (West Virginia, Charlottesville)
(c) “Award” means a grant under this Plan of an Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, Restricted Stock Unit, Stock Award, Performance Share Unit and/or Performance Cash Award.
(k) “Company” means Atlantic Union Bankshares Corporation or any successor thereto.
(y) “Performance Period” means the time period during which a Performance Goal must be met in connection with a Performance-Based Compensation Award. Such time period shall be set by the Committee, provided, however, that for any award other than a Performance Cash Award, the Performance Period shall not be less than one year, subject to applicable provisions regarding accelerated vesting events.