| | | | •
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.
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We encourage teammate charitable giving through our MyGiving program, where the Bank matches up to $500 annually on a teammate’s eligible donations.
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In 2018, 165 organizations across our footprint received volunteer hours or in-kind donations from the Bank and our teammates.
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In 2018, we invested approximately $42We encourage teammate charitable giving through our MyGiving program, where we match up to $500 annually of a teammate’s eligible donations.
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In 2022, we invested approximately $125 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. We believe protecting the environment goes hand in hand with protecting the interests of our customers, teammates, and all of our stakeholders. We recognize the opportunity to advance economic and social impact through sustainable business operations. In our efforts to promote greater environmental responsibility and operate at an increased level of resource efficiency we: •
support housing resiliency through, among other things, donations to Housing Forward Virginia, an organization that offers housing flood mitigation education programs; and •
encourage conservation and recycling through our secure shred program.
CORPORATE GOVERNANCE Corporate Governance Guidelines Our Corporate Governance Guidelines and certain other corporate governance materials are published on the Investor Relations > Governance > Governance Documents section of our website at www.atlanticunionbank.com. Our Corporate Governance Guidelines address, among other topics: director selection, Board composition and performance; the Board’s relationship to management; Board meeting procedures; Board committee matters; and leadership development. The Nominating and Corporate Governance Committee regularly reviews developments in corporate governance and may recommend changes to these guidelines to the Board for approval. Codes of Business Conduct and Ethics We have a Code of Business Conduct and Ethics that applies to all of our directors, officers, and teammates, which is available on the Investor Relations > Governance > Governance Documents section of our website at www.atlanticunionbank.com. Teammates receive annual training on our Code of Business Conduct and Ethics. In addition, we have adopted a Code of Ethics for Senior Financial Officers and Directors designed to promote ethical conduct which applies to, among other members of our executive and senior management and Board, our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Our Code of Ethics for Senior Financial Officers and Directors is available on the Investor Relations > Governance > Governance Documents section of our website at www.atlanticunionbank.com. We intend to provide any required disclosure of an amendment to or waiver from our Code of Business Conduct and Ethics or our Code of Ethics for Senior Financial Officers and Directors that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website at www.atlanticunionbank.com promptly following the amendment or waiver. We may elect to disclose any such amendment or waiver in a report on Form 8-K filed with the SEC either in addition to or in lieu of the website disclosure. Conflicts of Interest Policy We have a Conflicts of Interest Policy that applies to our directors and executive officers, which supplements the conflict of interest provisions in our Code of Business Conduct and Ethics. The Conflicts of Interest Policy sets forth a process for handling potential conflicts of interest that includes disclosure to our General Counsel and review of the potential conflict of interest by the disinterested members of the Audit Committee. Board of Directors Meetings and Attendance Our directors are expected to devote sufficient time, energy and attention to ensure diligent performance of their duties, which includes attending all Board and committee meetings. There were nine regular meetings of the Board in 2022 and no special meetings. Each director attended 75% or more of the aggregate number of meetings of (a) the Board held during the period in which he or she was a director in 2022; and (b) the committees of the Board of which he or she was a member in 2022. Our Corporate Governance Guidelines state that directors are expected to attend our annual meeting of shareholders. Of the 13 directors who were serving at the time of our 2022 annual meeting of shareholders, all attended the meeting. Director Independence The listing of our common stock was transferred from The Nasdaq Stock Market LLC (“NASDAQ”) to the New York Stock Exchange (“NYSE”) on January 18, 2023. NYSE listing standards require a majority of our directors and each member of our Audit Committee, Compensation Committee, and Nominating
and Corporate Governance Committee to be independent. In addition, our Corporate Governance Guidelines require a majority of our directors to be independent. Our Board has adopted Categorical Standards for Director Independence (“Categorical Standards”), included as an Annex to our Corporate Governance Guidelines, published on the Investor Relations > Governance > Governance Documents section of our website at www.atlanticunionbank.com, to assist it in determining each director’s independence. Our Board considers directors or director nominees “independent” if they meet the criteria for independence in both the NYSE listing standards and our Categorical Standards. In early 2023, our Board, in coordination with our Nominating and Corporate Governance Committee evaluated the relevant relationships between each director and director nominee (and his or her immediate family members and affiliates) and the Company and its subsidiaries, and affirmatively determined that all of our directors and director nominees are independent, except for Mr. Asbury, due to his employment by our Company. Specifically, the following directors and director nominees are independent under NYSE listing standards and our Categorical Standards: Mr. Corbin, Ms. Cox, Ms. Delorier, Mr. Ellett, Mr. McCann, Mr. Rohman, Ms. Schreiner, Mr. Snead, Mr. Tillett, Mr. Wampler and Mr. Wimbush. Alan W. Myers retired from our Board effective February 21, 2022, Gregory L. Fisher retired from our Board effective following the 2022 annual meeting of shareholders, Jan S. Hoover resigned from our Board effective August 18, 2022, and Daniel I. Hansen retired from our Board effective December 31, 2022. In 2022, our Board determined that Ms. Hoover and Messrs. Fisher, Hansen and Myers were independent directors under NASDAQ listing standards, which is the listing exchange that our securities were traded on in 2022. Board Leadership Structure The Board considers its structure and leadership annually. To date, we have chosen not to combine the positions of CEO and Chairman of the Board. The Chairman of the Board is a non-management director and the Chairman and Vice Chairman are elected annually by the other members of the Board. Ronald L. Tillett currently serves as Chairman of our Board, and Patrick J. McCann currently serves as Vice Chairman of our Board. We believe that our leadership structure is appropriate because it contributes to Board independence and fosters a certain degree of control and balanced oversight of the Board’s functions and decision-making processes, while at the same time allowing the CEO to focus on the day-to-day leadership and operations of the Company. Our CEO is a member of the Board and attends meetings of the Board. The President of the Bank is not a member of the Board but attends meetings of the Board to help provide the Board with insight into the business strategies, performance and operations of the Bank. Our CEO and President of the Bank engage in extensive dialogue and discussion with the Board on a wide range of topics including, without limitation, strategic direction, strategic initiatives, financial performance, line of business performance, line of business initiatives, industry trends and perspectives, regulatory matters, and risk matters. Our CEO, President of the Bank, members of our executive leadership, and other key leaders in the Company make frequent reports to the Board, often at the suggestion of our Chairman or other directors, and answer questions posed by directors. Our CEO and President of the Bank engage in detailed discussions with the Board regarding the reasons for recommendations of our executive leadership. Our Chairman and Vice Chairman of the Board meet regularly with our CEO to discuss matters of interest to the Board and to discuss potential agenda topics for Board meetings. Our Chairman, with input from our Nominating and Corporate Governance Committee, annually reviews the Board’s committee structure and makes recommendations to the Board regarding the committee memberships of each director, including the proposed Chair for each committee. In accordance with our Corporate Governance Guidelines, at least quarterly, the independent directors meet in executive session without management present. Our Chairman, Mr. Tillett, presides at these executive sessions. All of the members of our Board also serve as members of the board of directors of the Bank. Director Stock Ownership Requirement Under our Non-Employee Director Stock Ownership Policy, non-employee directors are required to hold shares of common stock of the Company equal in value to at least five times the amount of the annual
non-employee director cash retainer. The purpose of the Non-Employee Director Stock Ownership Policy is to help align the interests of the Board with the interests of our shareholders. All of our directors are in compliance with the requirement of the Non-Employee Director Stock Ownership Policy, which provides newly elected or appointed directors a period of five years from the date of appointment or election to comply with the ownership requirement. Role of the Board in the Oversight of Risk The Board recognizes that it plays a critical role in the oversight of risk. As a financial institution, the very nature of our business involves oversight of the management of financial, operational, information technology, cybersecurity, credit, market, capital, interest rate, liquidity, reputation, strategic, legal, regulatory, compliance, model and other risks. The Board has established a risk oversight structure that seeks to ensure that applicable risks are identified, monitored, assessed, and mitigated appropriately. Our Board and management team are committed to continuously strengthening our risk management practices. The Board and management evaluate risks over a full spectrum of timeframes, from emerging risks to risks that we actively manage, and both the Risk Committee of the Board and the management-level Risk Committee receive presentations on, and discuss, emerging risks on at least a quarterly basis. As a financial institution that is entrusted with the safeguarding of sensitive information, our Board believes that a strong enterprise cyber strategy is vital to effective cyber risk management. Accordingly, the Board is actively engaged in the oversight of our cyber risk profile, enterprise cyber strategy and key cyber initiatives, and regularly receives reports on such issues from our information technology and information security personnel. The Risk Committee of the Board is responsible for assisting the Board in its oversight of risk and for overseeing our enterprise risk management framework. The Risk Committee actively engages with management to establish risk management principles and to determine risk appetite. Our Chief Risk Officer implements our enterprise risk management framework, and reports directly to our CEO. The Risk Committee meets with the Chief Risk Officer and other members of management regularly to discuss major risk exposures and receives reports on and discusses risk levels and risk appetite in categories such as financial, operational, information technology, cybersecurity, credit, market, capital, interest rate, liquidity, reputation, strategic, legal, regulatory, compliance, and model risk, among others. The Risk Committee also approves, or recommends to the Board for approval, various risk management policies, standards, and guidelines, including without limitation policies regarding BSA/AML compliance and other regulatory compliance policies. Like the Board’s other committees, the Risk Committee regularly reports to the Board on its activities and makes recommendations to the Board. In addition to the efforts of the Risk Committee, other committees of the Board consider risk within their areas of responsibility. The description of each Board committee below includes more information on the risk oversight activities of each committee. The Board establishes the risk oversight structure, receives, reviews and discusses Risk Committee and other Board committee minutes and reports, and meets with management, internal and external auditors, and federal and state regulators to review and discuss reports on risk, examination, and regulatory compliance matters. We also engage with outside risk experts and industry groups, including other peer institutions, as needed, to help us evaluate potential future threats and trends, particularly with respect to emerging information security and fraud risks. Board Committees and Membership The Board has a standing Audit Committee, Compensation Committee, Executive Committee, Nominating and Corporate Governance Committee, and Risk Committee. Additionally, the Board has a Trust Committee. Charters describing the responsibilities of each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Risk Committee and Trust Committee are available on the Investor Relations > Governance > Governance Documents section of our website at www.atlanticunionbank.com.
Our Board committees regularly make recommendations and report on their activities to the Board. Each committee may retain and obtain advice from internal or external financial, legal, accounting, or other advisors at their discretion. Our Board reviews our committee charters and committee membership at least annually. Brief summaries of the duties of our committees are set forth below, as well as the current members of each committee as of the date of this proxy statement. | Audit Committee | | | No. of Meetings in 2022: 6 | | | • Members: Patrick E. Corbin (Chair) Heather M. Cox Frank Russell Ellett Patrick J. McCann
| | | Key Responsibilities: We partner•
Oversees the integrity of our financial statements •
Oversees the qualifications, performance, independence, and appointment of our independent registered public accounting firm •
Oversees the performance of our internal audit function and credit risk review •
Oversees our compliance with Banzai, an onlinecertain legal and regulatory requirements •
Oversees risks associated with, among others things, financial literary resourceaccounting and reporting, internal controls, and major financial risk exposures, including the steps taken by management to monitor and control such exposure Independence / Qualifications: •
All members who served on the Committee in 2022 were independent under NASDAQ listing standards, which is the exchange that our securities were traded on in 2022, and the heightened independence requirements applicable to audit committee members under SEC rules •
All current Committee members are independent under NYSE listing standards, our Categorical Standards and the heightened independence requirements applicable to audit committee members under SEC rules •
All Committee members are financially literate in accordance with NYSE listing standards •
Mr. Corbin and Mr. McCann each qualify as audit committee financial experts under SEC rules and have banking or related financial management expertise as defined by FDIC regulations | |
| Compensation Committee | | | No. of Meetings in 2022: 9 | | | Members: Linda V. Schreiner (Chair) Frank Russell Ellett Thomas P. Rohman F. Blair Wimbush | | | Key Responsibilities: •
Establishes our executive compensation philosophy •
Reviews and approves, or recommends to the Board for students,approval, as applicable, the compensation to bring financial education into classroomsbe paid to our executive officers (as defined in the communities we serve, preparing studentscharter), including our CEO •
Recommends non-employee director compensation for Board approval •
Oversees risks relating to manage their financial future. To date, we’ve reached moreour compensation policies and practices •
Reviews and recommends to the Board for approval, and administers our incentive and other equity-based compensation plans •
Oversees our employee benefit plans covering substantially all employees •
Oversees management succession planning (other than 100,000 students across Virginia through financial literacy programs.for the CEO, which is overseen by the Board) and our talent development programs Independence / Qualifications: •
All members who served on the Committee in 2022 were independent under NASDAQ listing standards, which is the exchange that our securities were traded on in 2022, and the independence requirements applicable to compensation committee members under NASDAQ rules •
All current Committee members are independent under NYSE listing standards, our Categorical Standards and the independence requirements applicable to compensation committee members under NYSE rules | |
| Nominating and Corporate Governance Committee No. of Meetings in 2022: 8 | | | EnvironmentMembers: Thomas G. Snead, Jr. (Chair) Patrick J. McCann Thomas P. Rohman Linda V. Schreiner | | | • Key Responsibilities:
In 2015 through 2019, we made payments in•
Identifies individuals to become Board members, and recommends to 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.Board for approval nominees for director •
We support housing resiliency by, among other things, donationsMakes recommendations to Housing Virginia, an organization that offers housing flood mitigation education programs.the Chairman of the Board regarding committee structure and membership, subject to Board approval
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In 2019, we recycled 674,872 pounds of paper through our secure shred program. By doing so, we avoided 488,607 pounds of CO2 emissions, conserved 1,687 cubic yards of landfill space, preserved 5,662 trees, saved 9,249,458 gallons of water and saved 762,605 kWh of electricity.Oversees the Company’s key corporate governance policies
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WeOversees Board succession planning
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Oversees the Board’s formal annual self-evaluation process Independence / Qualifications: •
All members who served on the Committee in 2022 were independent under NASDAQ listing standards, which is the exchange that our securities were traded on in 2022 •
All current Committee members are making energy efficiency improvements across the Company, including investing more than $400,000 to replace light fixtures in certain ofindependent under NYSE listing standards and our operations and branch locations to make them LED capable. All laptop and desktop computers purchased in 2019 were certified as EPEAT Silver or Gold; ENERGY STAR 6.1 or 7.1; RoHS-compliant. Additionally, in 2019, 100% of paper purchased by the Company was Sustainable Forestry Initiative — Certified Sourcing.Categorical Standards | |
| Executive Committee | | | No. of Meetings in 2022: 2 | | | Members: Ronald L. Tillett (Chair) John C. Asbury Patrick E. Corbin Patrick J. McCann F. Blair Wimbush | | | Key Responsibilities: •
Acts, as needed, between meetings of the Board on delegated authority that confers on the Committee substantially all of the Board’s powers, except on matters reserved to the Board by law, our articles of incorporation or our bylaws Independence / Qualifications: •
Other than Mr. Asbury, all members who served on the Committee in 2022 were independent under NASDAQ listing standards, which is the exchange that our securities were traded on in 2022 •
Other than Mr. Asbury, all current Committee members are independent under NYSE listing standards and our Categorical Standards | |
| Risk Committee | | | No. of Meetings in 2022: 8 | | | Members: Keith L. Wampler (Chair) Rilla S. Delorier Frank Russell Ellett Thomas P. Rohman Thomas G. Snead, Jr. | | | Key Responsibilities: •
Oversees our management of financial, operational, information technology (including cyber risk), credit, market, capital, liquidity, reputation, strategic, legal, regulatory, compliance, model and other risks •
Oversees our enterprise risk management framework and evaluates its adequacy and effectiveness •
Oversees management’s alignment of our risk profile to our strategic plan and aggregate risk appetite Independence / Qualifications: •
All members who served on the Committee in 2022 were independent under NASDAQ listing standards, which is the exchange that our securities were traded on in 2022 and Federal Reserve Board rules •
All current Committee members are independent under NYSE listing standards, our Categorical Standards and Federal Reserve Board rules | |
| Trust Committee | | | No. of Meetings in 2022: 4 | | | Members: F. Blair Wimbush (Chair) Patrick E. Corbin Keith L. Wampler | | | Key Responsibilities: •
Oversees the trust and fiduciary activities of the Bank and seeks to ensure such activities are conducted in accordance with applicable laws, rules, regulations and prudent fiduciary practices Independence / Qualifications: •
All members who served on the Committee in 2022 were independent under NASDAQ listing standards, which is the exchange that our securities were traded on in 2022 •
All current Committee members are independent under NYSE listing standards and our Categorical Standards | |
Board and Committee Evaluations Our Board believes in a robust evaluation process that assesses the contributions and commitment of Board members and how the Board and its committees are functioning. In addition, each of our Board committees perform an annual self-assessment of the committee’s performance. The Board uses a self-evaluation process as its primary mechanism for assessing its performance, which is developed and administered by the Nominating and Corporate Governance Committee. Each year, all members of the Board complete a detailed questionnaire regarding the Board’s performance and the performance of Board committees. The Nominating and Corporate Governance Committee provides guidance to the Board on evaluation practices, oversees the conduct of the evaluations, and communicates the results of the evaluations, together with any recommended actions, to the Board. Additionally, the Board from time to time may use a third party to evaluate the performance of the Board or Board committees. For example, in 2022, the Board engaged a third-party evaluator to assess the contributions of each Board member. Communication with Directors Our shareholders and other interested parties may communicate with the Board, any member of the Board individually or as a group (such as the Chairman, or Lead Independent Director, as applicable, or the non-management or independent directors) by addressing correspondence to the Board of Directors or to the individual director and sending such communication by mail to the Corporate Secretary, Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219. All communications so addressed will be forwarded to the Chairman of the Board, or Lead Independent Director, as applicable (in the case of correspondence addressed to the Board of Directors or independent directors), or to the individual director. Compensation Committee Interlocks and Insider Participation For the year ended December 31, 2022, our Compensation Committee consisted of Ms. Schreiner (Chair), Mr. Ellett, Mr. Rohman, Mr. Wimbush, and Ms. Hoover (who resigned from the Board on August 18, 2022). No member of our Compensation Committee in 2022 was, during the last fiscal year, an officer or employee of the Company or formerly an officer of the Company. In addition, none has had any relationship with the Company of the type that is required to be disclosed under “Interests of Directors and Executive Officers in Certain Transactions.” During 2022, none of our executive officers served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of another entity that had one or more executive officers serving as a member of the board of directors or Compensation Committee of the Company.
DIRECTOR COMPENSATION The Board of Directors determines the compensation of theits non-employee members ofafter considering the Boardrecommendation of Directors, based on recommendations from the Compensation Committee and the Compensation Committee’s independent compensation consultant. The Compensation Committee annually reviews on at least a bi-annual basis or more frequently, if needed, data and analysis provided by Pearl Meyer, its independent compensation consultant to assess the market competitiveness of the compensation structure forof our non-employee directors. Following that review, the Compensation Committee approves and recommends to the Board of Directors for approval a compensation structure that is intended to provide a mix between cash and equity compensation that is market competitive based on the same peer group that is utilizedused by the Compensation Committee when reviewing executive compensation. In 2019, all non-employee directors of the Company received a $50,000 annual retainer, paid quarterly in advance in unrestricted shares of the
Company’s common stock. In addition, each non-employee director received a $35,000 annual cash retainer, paid quarterly in advance, which covers a maximum number of meetings during the year. Any non-employee director attending a meeting above the maximum is paid an additional per-meeting fee of $1,000. In light of the additional time commitment required, the Chairman and the Vice Chairman of the Board of Directors and the non-employee directors serving as chairs or members of the various committees of the Board of Directors also receive additional cash retainers as described in greater detail in the director compensation table below. Mr. Asbury does not receive any additional compensation above his regular salary for his service as a director or for attending any Board of Directors or committee meetings.
2022 Director Pay The table below sets forth the annual compensation of our non-employee directors for fiscal year 2022. | | Amount of Cash Retainer | | | | Position | | | | | $45,000 | | | | Board Members | | | | | $80,000 | | | | Additional Fee to Chairman | | | | | $20,000 | | | | Additional Fee to Vice Chairman | | | | | $22,500 | | | | Additional Fee to Audit Committee Chair | | | | | $16,000 | | | | Additional Fee to Compensation and Risk Committee Chairs | | | | | $14,000 | | | | Additional Fee to Nominating and Corporate Governance and Trust Committee Chairs | | | | | $11,000 | | | | Additional Fee for Service as an Audit Committee Member | | | | | $8,000 | | | | Additional Fees for Service as a Committee Member (other than the Audit Committee or Executive Committee) | | | | | Director Equity Retainer | | | | | $60,000 issued in the form of unrestricted shares of our common stock | | |
We also pay our Executive Committee members, other than Mr. Asbury, a per meeting fee of either $1,000, if the meeting is one hour or more, or $500, if the meeting is less than one hour. Each member of the Board of Directors also serves as a director of the Bank (the “Bank Board”). Directors do not receive additional compensation for service on the Bank Board. Further, directors generally do not receive compensation for service on any committee of the Bank Board, and no such fees were paid in 2019.2022.
The following table summarizes the compensation paid to our non-employee directors during 2022. | | Name | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2) ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | | | All Other Compensation ($) | | | Total ($) | | | | | Patrick E. Corbin(4) | | | | | 40,833 | | | | | | 104,988 | | | | | | — | | | | | | — | | | | | | 145,821 | | | | | | Heather M. Cox(5) | | | | | 18,667 | | | | | | 19,990 | | | | | | — | | | | | | — | | | | | | 38,657 | | | | | | Rilla S. Delorier(6) | | | | | 26,500 | | | | | | 30,000 | | | | | | — | | | | | | — | | | | | | 56,500 | | | | | | Frank Russell Ellett(4) | | | | | 24,333 | | | | | | 104,988 | | | | | | — | | | | | | — | | | | | | 129,321 | | | | | | Gregory L. Fisher(7) | | | | | 25,000 | | | | | | 19,980 | | | | | | | | | | | | | | | | | | 44,980 | | | | | | Daniel I. Hansen(8) | | | | | 66,000 | | | | | | 59,997 | | | | | | 22,299 | | | | | | 41,334(9) | | | | | | 189,630 | | | | | | Jan S. Hoover(10) | | | | | 49,000 | | | | | | 44,989 | | | | | | — | | | | | | — | | | | | | 93,989 | | | | | | Patrick J. McCann | | | | | 77,667 | | | | | | 59,997 | | | | | | — | | | | | | — | | | | | | 137,664 | | | | | | Alan W. Myers(11) | | | | | 15,250 | | | | | | 14,991 | | | | | | — | | | | | | — | | | | | | 30,241 | | | | | | Thomas P. Rohman | | | | | 66,333 | | | | | | 59,997 | | | | | | — | | | | | | — | | | | | | 126,330 | | | | | | Linda V. Schreiner | | | | | 75,333 | | | | | | 59,997 | | | | | | — | | | | | | — | | | | | | 135,330 | | | | | | Thomas G. Snead, Jr. | | | | | 75,000 | | | | | | 59,997 | | | | | | — | | | | | | — | | | | | | 134,997 | | | | | | Ronald L. Tillett | | | | | 127,000 | | | | | | 59,997 | | | | | | — | | | | | | — | | | | | | 186,997 | | | | | | Keith L. Wampler | | | | | 75,333 | | | | | | 59,997 | | | | | | — | | | | | | — | | | | | | 135,330 | | | | | | F. Blair Wimbush | | | | | 71,333 | | | | | | 59,997 | | | | | | — | | | | | | — | | | | | | 131,330 | | | |
(1)
Includes total compensation earned through Board fees, retainers and committee fees, whether paid or deferred. Refer to the “2022 Director Pay” section for more information. (2)
Represents the aggregated grant date fair value of the awards computed in accordance with FASB ASC Topic 718. A discussion of our assumptions for stock-based compensation are found in Note 14, “Employee Benefits and Stock Based Compensation” to our consolidated financial statements included in our 2022 Annual Report on Form 10-K. (3)
Messrs. Corbin, Tillett, Wampler and Wimbush elected for 2022 to defer their stock awards, and Messrs. Corbin, Wampler and Wimbush elected for 2022 to defer their cash awards into the Virginia Bankers Association’s non-qualified deferred compensation plan for the Company. There were no above market or preferential earnings associated with the deferrals into this plan. Mr. Hansen is covered under a supplemental compensation agreement, as he elected to participate in a deferred supplemental compensation program that was offered to directors in 1985 by Union Bank and Trust Company (“UBT”), a predecessor of the Bank. To participate inUnder the program, a director must havehe previously elected to forego the director’s fees that would otherwise have been payable to him by Union Bank and Trust CompanyUBT for a period of 12 consecutive months beginning immediately after his election to participate.months. The agreement provides that Mr. Hansen will receive from the Bank a designated fixed amount,us $22,299 annually, payable in equal monthly installments over a period of 10ten years beginning uponwhen he reached age 65. (4)
Mr. Corbin and Mr. Ellett both elected to receive stock in lieu of their annual cash Board member retainer for all of 2022. (5)
Ms. Cox was appointed as a director in August 2022. (6)
Ms. Delorier was appointed as a director in June 2022. (7)
Mr. Fisher did not stand for re-election in 2022 and his “Normal Retirement Date,” which is defined inservice as a director ended on May 3, 2022. (8)
Mr. Hansen retired from the agreement to be the last day of the month in which the director reaches age 65. The supplemental compensation agreementBoard effective December 31, 2022. (9)
In connection with Mr. Hansen calls for the BankHansen’s retirement, we agreed to pay him $22,299 per year for ten years upon reaching his Normal Retirement Date. Mr. Clarke previously entered into a consulting agreement with the Company (the “Consulting Agreement”), effective as of February 1, 2019, in connection withremaining board and committee fees, including the Company’s merger with Access. Under the Consulting Agreement, in exchange for rendering general consulting services to the Company and the Bank, including, but not limited to, in connection with the integration of Access and Access National Bank into the Company and the Bank, Mr. Clarke received monthly compensation of $10,000. The Consulting Agreement terminated upon expiration of the initial term on January 31, 2020.
The Company’s Corporate Governance Guidelines contain director stock ownership guidelines that provide that each director is expected to acquire and maintain, at all times during his or her tenure as director, common stock in the amount awarded to the director by the Company as compensation during the first three (3) yearscash value of his or her membershipequity grant, that he would have received had he remained on the Board through the date of Directors.our 2023 annual meeting.
The following table summarizes the director compensation paid by the Company during 2019.
2019 DIRECTOR COMPENSATION
Name | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2) ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | | | All Other Compensation(5) ($) | | | Total ($) | | L. Bradford Armstrong | | | | | 49,667 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 99,658 | | | Michael W. Clarke(4) | | | | | 39,417 | | | | | | 58,350 | | | | | | — | | | | | | 110,000 | | | | | | 207,767 | | | Glen C. Combs(4) | | | | | 14,333 | | | | | | 4,162 | | | | | | — | | | | | | — | | | | | | 18,495 | | | Patrick E. Corbin | | | | | 58,333 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 108,324 | | | Beverley E. Dalton | | | | | 43,000 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 92,991 | | | Frank Russell Ellett(4) | | | | | 10,750 | | | | | | 29,195 | | | | | | — | | | | | | — | | | | | | 39,945 | | | Gregory L. Fisher | | | | | 54,667 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 104,658 | | | Daniel I. Hansen | | | | | 48,333 | | | | | | 49,991 | | | | | | 11,804 | | | | | | — | | | | | | 110,128 | | | Jan S. Hoover | | | | | 51,000 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 100,991 | | | Patrick J. McCann | | | | | 65,000 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 114,991 | | | W. Tayloe Murphy, Jr. | | | | | 55,000 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 104,991 | | | Alan W. Myers | | | | | 49,667 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 99,658 | | | Thomas P. Rohman | | | | | 51,000 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 100,991 | | | Linda V. Schreiner | | | | | 58,500 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 108,491 | | | Raymond D. Smoot, Jr.(4) | | | | | 38,333 | | | | | | 4,162 | | | | | | — | | | | | | — | | | | | | 42,495 | | | Thomas G. Snead, Jr. | | | | | 48,333 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 98,324 | | | Ronald L Tillett | | | | | 102,333 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 152,324 | | | Keith L. Wampler | | | | | 60,000 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 109,991 | | | F. Blair Wimbush | | | | | 49,667 | | | | | | 49,991 | | | | | | — | | | | | | — | | | | | | 99,658 | | |
(10)
(1)
Dr. Smoot received an additional $26,667 cash retainer for serving as the Chairman ofMs. Hoover resigned from the Board of Directors until his retirement in May 2019. effective August 18, 2022.
(11)
Mr. Tillett received an additional $53,333 cash retainer for serving as Chairman ofMyers retired from the Board of Directors beginning in May 2019. He also received an additional $6,667 cash retainer for serving as the Vice Chairman of the Board of Directors until his appointment as Chairman. Mr. McCann received an additional $13,333 cash retainer for serving as the Vice Chairman of the Board of Directors beginning in May 2019, and an additional $6,667 cash retainer for servicing as the Chair of the Audit Committee until his appointment as Vice Chairman. Mr. Corbin received an additional $13,333 cash retainer for serving as Chair of the Audit Committee beginning in May 2019; Ms. Schreiner received an additional $13,500 cash retainer for serving as Chair of the Compensation Committee; Mr. Murphy received an additional $10,000 cash retainer for serving as Chair of the Nominating and Corporate Governance Committee; Mr. Wampler received an additional $15,000 cash retainer for serving as Chair of the Risk Committee; and Mr. Fisher received an additional $8,333 cash retainer for serving as Chair of the Trust Committee beginning upon its formation in March 2019. Members of the Audit, Compensation, Nominating and Corporate Governance, Risk and Trust Committees each received an additional $8,000 cash retainer. Members attending Executive Committee meetings received a $1,000 per meeting fee (or $500 for meetings lasting under an hour) for each meeting held during the year.
(2)
Represents the aggregated grant date fair value of the awards computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The grant date per share fair value for the second, third and fourth quarter retainers in 2019 of $35.57, $32.30 and $36.11, respectively, paid on March 1, June 3 andeffective February 21, 2022.
September 3, 2019, respectively, were based on the Company’s common stock closing price on February 28, May 31 and August 30, 2019, respectively. The grant date per share fair value of $37.80 for the first quarter 2020 retainer (paid in advance) paid on December 2, 2019 was based on the closing price of the Company’s common stock on November 29, 2019.
(3)
Messrs. Armstrong, Corbin, Tillett, and Wampler elected for 2019 to defer their stock awards, and Messrs. Armstrong, Corbin and Wampler elected for 2019 to defer their cash awards into the Virginia Bankers Association’s non-qualified deferred compensation plan for the Company. There were no above market or preferential earnings associated with the deferrals into this plan. For Mr. Hansen, this column represents the change in actuarial present value under his deferred supplemental compensation agreement for the prior year.
(4)
Dr. Smoot and Mr. Combs retired from the Board at the 2019 annual meeting of shareholders. Messrs. Clarke and Ellett were appointed to the Board on February 1, 2019 and August 21, 2019, respectively.
(5)
Includes fees paid to Mr. Clarke under the Consulting Agreement.
AUDIT INFORMATION AND REPORT OF THE AUDIT COMMITTEE Principal AccountingAccountant Fees The Company’sOur independent registered public accounting firm, EY, billed the following fees for services provided to the Companyus for the audit of the Company’sour annual financial statements for the fiscal years 20192022 and 20182021 and for other services rendered by EY during those periods:
| | | 2019 | | | 2018 | | Audit fees(1) | | | | $ | 1,489,065 | | | | | $ | 1,482,450 | | | Audit-related fees(2) | | | | | 75,000 | | | | | | — | | | Tax fees(3) | | | | | 233,824 | | | | | | 317,387 | | | All Other fees(4) | | | | | 213,486 | | | | | | — | | | Total | | | | $ | 2,011,375 | | | | | $ | 1,799,837 | | |
| | | | | 2022 | | | 2021 | | | | | Audit fees(1) | | | | $ | 1,592,915 | | | | | $ | 1,675,300 | | | | | | Audit-related fees(2) | | | | | 40,000 | | | | | | 37,500 | | | | | | Tax fees(3) | | | | | 97,800 | | | | | | 140,795 | | | | | | All other fees | | | | | — | | | | | | — | | | | | | Total | | | | $ | 1,730,715 | | | | | $ | 1,853,595 | | | | | | | | | | | | | | |
(1)
Audit fees: Audit and review services, consents, comfort letters in connection with debt issuance and securities offerings; review of documents filed with the SEC, including the 20192022 and 20182021 proxy statements;statements and audit of internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and the Federal Deposit Insurance Corporation Improvement Act. In 2019,2022, EY performed services related to the implementation of segment reporting, and in 2021, EY performed procedures over the purchasenew credit losses accounting and core conversion of Access National Bank and provided a review of filings for Access National Bank. In 2018, EY performed procedures over the purchase accounting and core conversion of Xenith Bank, comfort letter services in connection with an associated secondary public offering, adoption of new accounting standards, and provided a review of filings for the Access Merger.standards. (2)
Audit-related fees: Includes the 2019 audit2022 and 2021 audits of mortgage compliance and a fee for the filing of mortgage information for 2018 to maintain the LEAP portal. No audit was conducted in 2018, as Union Mortgage Group, Inc. was in the process of being terminated as a separate subsidiary.compliance. (3)
Tax fees: EY provided tax advisory services related to the Access Merger and Xenith Merger in 2019 and 2018, respectively. EY provided tax compliance and other tax advisory services related to the Company in both 20192022 and 2018. No tax services are performed by EY to the Company for its directors and executive officers.
(4)
All Other fees: In 2019, EY provided advisory services on an FDIC assessment optimization project.2021.
The Audit Committee notes that EY performed no services tofor the Company, other than those enumerated above, for 20192022 or 2018.2021. As a result, the Audit Committee has determined that the provision of these services by EY is compatible with maintaining the firm’s independence from the Company. Any engagement beyond the scope of the annual audit engagement is required to be pre-approved by the Audit Committee. Audit Committee Pre-Approval Policy The Audit Committee, or a designated member of the Audit Committee, must pre-approve all auditing services, internal control related services and permitted non-audit services, subject to the de minimisexception
for non-audit services that are approved by the Audit Committee prior to the completion of the audit, performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the registered public accountant’s independence. The Audit Committee may form and delegate authority to subcommittees, consisting of one or more members when appropriate, to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. Audit Committee Report This Audit Committee Report was approved and adopted by the Audit Committee on February 3, 2020. The22, 2023. Our Board of the Company has a standing Audit Committee that currently consists of the independent directors whose names appear at the end of this report.Audit Committee Report. While management has the primary responsibility for the financial statements and the reporting process, including the Company’sour system of internal controls, the Audit Committee monitors and reviews the Company’sour financial reporting process on behalf of the Board of Directors.Board. The role and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board. The Audit Committee reviews and reassesses its charter periodicallyannually and recommends any changes to the Board for approval. Under applicable law, the Audit Committee has sole responsibility for the selection of the Company’sour independent registered public accounting firm. The Audit Committee is also responsible for the compensation and oversight of the Company’sour independent registered public accounting firm.
Before appointing the independent registered public accounting firm each year, the Audit Committee completes an annual evaluation of the independent registered public accounting firm’s qualifications, including assessing the firm’s quality of service, the firm’s quality of communication and interaction with the firm, the firm’s sufficiency of resources, and the firm’s independence, objectivity, and professional skepticism. This evaluation includes whether the firm’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the firm’s independence. The results of all Public Company Accounting Oversight Board (United States) (“PCAOB”) examinations are discussed with the firm as part of this process. The Audit Committee also provides input to the independent registered public accounting firm with regardsregard to engagement partner selection. The Company’sOur independent registered public accounting firm is responsible for performing independent audits of the Company’sour consolidated financial statements and itsour internal control over financial reporting in accordance with the standards of the PCAOB and to issue reports thereon. The Audit Committee monitors and oversees these processes. The Audit Committee relies on the work and assurances of the Company’sour management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm, which, in its reports, expresses an opinion on the conformity of the Company’sour consolidated annual financial statements to accounting principles generally accepted in the United States of America and whether the Company’sour internal controls over financial reporting were effective as of the end of the year.
In this context, the Audit Committee met and held discussions with management and representatives of EY with respect to the Company’sour financial statements for the year ended December 31, 2019.2022. Management represented to the Audit Committee that theour consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America; and the Audit Committee reviewed and discussed theour consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee alsoreviewed and discussed with the independent registered public accounting firm the critical audit matters arising in the audit of our financial statements and identified in EY’s audit report, which is included with our Annual Report on Form 10-K for the year ended December 31, 2022. The Audit Committee also reviewed and discussed with the independent registered public accounting firm any other matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee discussed with the independent registered public accounting firm the auditors’ independence from the Company and its management, and the independent registered public accounting firm provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB.PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with the Company’sour internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee
met with the internal auditors and the independent registered public accounting firm, with and without management in attendance, to discuss the results of their examinations, the evaluations of theour internal controls, of the Company, and the overall quality of theour financial reporting of the Company.reporting. This included the Audit Committee’s monitoring of the progress of remediation of noted control deficiencies, if any, until resolved. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’sour Annual Report on Form 10-K for the year ended December 31, 20192022 for filing with the SEC. Respectfully submitted by the members of the Audit Committee, Patrick E. Corbin, Chairman
Daniel I. Hansen
Jan S. Hoover Chair Heather M. Cox Frank Russell Ellett Patrick J. McCann
NAMED EXECUTIVE OFFICERS
The following persons, each of whom is an executive officer of the Company, are sometimes referred to in this proxy statement as the “named Our current executive officers” or the “NEOs.” are: | | Name (Age) | | | Title and Principal Occupation During at Least the Past Five Years | | John C. Asbury (54)Age | | | Chief Executive Officer of the Company since January 2017 and President since October 2016; Chief Executive Officer of the Bank since October 2016 and President of the Bank from October 2016 until September 2017 and May to September 2018; 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, after joining Regions Bank in March 2008 as Business Banking Division Executive; Senior Vice President at Bank of America in a variety of roles.Position | | | Robert M. Gorman (61) | | John C. Asbury | | | 57 | | | President and CEO of the Company and CEO of the Bank | | | | | Robert M. Gorman | | | 64 | | | Executive Vice President (“EVP”) 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, including Old Dominion Capital Management, Inc. and Dixon, Hubard, Feinour & Brown, Inc. | | | | | Maria P. Tedesco (59) | | | Executive Vice President62 | | | EVP of the Company and President of the Bank since September 2018;and Chief Operating Officer for Retail at BMO Harris Bank based in Chicago from 2016 to 2018; Senior Executive Vice President and Managing Director of the Retail Bank at Santander Bank, N.A. from 2013 to 2015; various positions with Citizens Financial Group, Inc. from 1994 to 2013. | | | David V. Ring (56) | | Matthew L. Linderman | | | Executive Vice President and Commercial Banking Group Executive since joining the Company in September 2017; Executive Vice President and Executive Managing Director at Huntington National Bank from December 2014 to May 2017; Managing Director and Head of Enterprise Banking at First Niagara Financial Group from April 2011 to December 2014; various positions at Wells Fargo and predecessor banks from January 1996 to April 2011, including Wholesale Banking Executive for Virginia to Massachusetts at Wachovia and Greater New York & Connecticut Region Manager. | | M. Dean Brown (55)48 | | | Executive Vice PresidentEVP of the Company and Chief Information Officer & Head of the Bank Operations since joining | | | | | Clare Miller | | | 43 | | | EVP and Chief Human Resource Officer of the Company in February 2015; | | | | | Shawn E. O’Brien | | | 51 | | | EVP of the Company and Consumer and Business Banking Group Executive of the Bank | | | | | David V. Ring | | | 59 | | | EVP of the Company and Wholesale Banking Group Executive of the Bank | | | | | Sherry Williams | | | 61 | | | EVP and Chief Information and Back Office OperationsRisk 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.the Company | | |
Biographical information concerning our executive officers who are not directors follows. Biographical information for Mr. Asbury is included in “Proposal 1—Election of 12 Directors—Biographical Information of Our Director Nominees” above. Mr. Gorman serves as EVP and Chief Financial Officer of the Company, positions he has held since July 2012. Before that he served as Senior Vice President and Director of Corporate Support Services with SunTrust Banks, Inc. from 2011 until 2012, and as Senior Vice President and Strategic Financial Officer of SunTrust Banks, Inc. from 2002 to 2011. Ms. Tedesco serves as Chief Operating Officer of the Bank, a position she has held since January 2022, and as President of the Bank and Executive Vice President of the Company, positions she has held since September 2018. Before that, she served as Chief Operating Officer for Retail at BMO Harris Bank based in Chicago from 2016 to 2018, and as Senior Executive Vice President and Managing Director of Consumer Banking at Santander Bank, N.A. from 2013 to 2015. Before that, she held various positions with Citizens Financial Group, Inc. from 1994 to 2013. Mr. Linderman serves as EVP of the Company and as Chief Information Officer of the Bank, positions he has held since February 2023. Before that, he served as Chief Technology Officer at PNC Financial Services Group, Inc. from 2020 to January 2023, and as its Senior Vice President, Data Center and Cloud Products, from 2019 to 2020. He served as Vice President, IT Infrastructure Engineering and Operations at CarMax from 2015 to 2019. Before that, he held various positions with Capital One from 1999 until 2015, most recently as its Vice President, Data Center Operations and Open Systems Hosting.
Ms. Miller serves as EVP and Chief Human Resources Officer of the Company, positions she has held since May 2022. Before that, she served as Chief Talent Officer/Head of Enterprise Talent at Huntington National Bank from November 2017 to May 2021. She served as Chief People Officer for Navigator Management Partners from June 2007 to November 2017. Before that, she held various human resource positions in the hospitality and professional services industries. Mr. O’Brien serves as EVP of the Company and Consumer and Business Banking Group Executive of the Bank, positions he has held since February 2019. Before that, he held various positions as BBVA Compass Bank, most recently as Executive Vice President, Consumer Segment Group and Business Planning from 2013 to 2018, and as Executive Vice President, Deposit and Payment Products, Strategic Planning and Corporate Planning and Analysis from 2005 to 2013. Before that, he was involved in retail brand strategy and product management at Huntington National Bank from 1998 to 2005. Mr. Ring serves as EVP and Wholesale Banking Group Executive of the Company, positions he has held since September 2017. Before that, he served as Executive Vice President and Executive Managing Director at Huntington National Bank from December 2014 to May 2017. He served as Managing Director and Head of Enterprise Banking at First Niagara Financial Group from April 2011 to December 2014, and held various positions at Wells Fargo and its predecessor banks from January 1996 to April 2011, including Wholesale Banking Executive for Virginia to Massachusetts at Wachovia and Greater New York & Connecticut Region Manager. Ms. Williams serves as EVP and Chief Risk Officer of the Company, positions she has held since October 2022. Before that, she served as EVP, Chief Risk Officer at Amalgamated Bank from February 2022 to October 2022 and as its Chief Audit Executive from November 2018 to February 2022. Before that, she served as a Director of Risk Assurance at PricewaterhouseCoopers for six years. She also held various risk, audit, and financial reporting roles with SunTrust Bank from 2003 to 2013 and various leadership positions in risk management and audit at Ernst & Young LLP from 1995 to 1998 and with the State of Georgia from 1998 to 2003.
STOCK OWNERSHIP OF COMPANY COMMON STOCKDIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS The following table setstables set forth, as of March 11, 2020,February 27, 2023, certain information with respect to (a) the beneficial ownership of the Company’s common stock held by (a) each director and director-nominee of the Company, (b) each executive officer named in the Summary Compensation Table in the “Compensation Discussion and Analysis” section below, (c) persons known by the Company to be the beneficial owners of more than 5% of its outstandingour common stock and (d)depositary shares held by (i) each of our directors and director-nominees, (ii) each of our named executive officers, and (iii) all theof our current directors and executive officers of the Company as a group.group, and (b) shareholders known to us to beneficially own more than 5% of our common stock. For purposes of this table,these tables, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Exchange Act. In general, beneficial ownership includes any shares of
common stock or depositary shares as to which the individual has sole or shared voting or investment power. The table also includesNone of these persons has any right to acquire shares of our common stock that the individual has the right to acquireor depositary shares, as applicable, within 60 days of March 11, 2020February 27, 2023 through the exercise of any option, warrant or other right. None of the shares listed below are pledged as security. Fractional shares have been rounded down to the nearest whole share for purposes of this table. Percentage ownership is calculated based on 78,856,66774,979,053 shares of the Company’sour common stock outstanding as of March 11, 2020, exceptFebruary 27, 2023 and 6,900,000 depositary shares outstanding as noted below. Name | | | Shares of Common Stock | | | Shares Subject to Exercisable Options | | | Total Number of Shares Beneficially Owned | | | Percent of Common Stock | | Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | L. Bradford Armstrong | | | | | 24,902(1) | | | | | | — | | | | | | 24,902 | | | | | | * | | | Michael W. Clarke | | | | | 668,015(2) | | | | | | 20,625 | | | | | | 688,640 | | | | | | * | | | Patrick E. Corbin | | | | | 34,084(3) | | | | | | — | | | | | | 34,084 | | | | | | * | | | Beverley E. Dalton | | | | | 20,435 | | | | | | — | | | | | | 20,435 | | | | | | * | | | Frank Russell Ellett | | | | | 1,213 | | | | | | — | | | | | | 1,213 | | | | | | * | | | Gregory L. Fisher | | | | | 19,089 | | | | | | — | | | | | | 19,089 | | | | | | * | | | Daniel I. Hansen | | | | | 140,514(4) | | | | | | — | | | | | | 140,514 | | | | | | * | | | Jan S. Hoover | | | | | 24,661 | | | | | | — | | | | | | 24,661 | | | | | | * | | | Patrick J. McCann | | | | | 21,778(5) | | | | | | — | | | | | | 21,778 | | | | | | * | | | W. Tayloe Murphy, Jr. | | | | | 163,471(6) | | | | | | — | | | | | | 163,471 | | | | | | * | | | Alan W. Myers | | | | | 30,804(7) | | | | | | — | | | | | | 30,804 | | | | | | * | | | Thomas P. Rohman | | | | | 10,743 | | | | | | — | | | | | | 10,743 | | | | | | * | | | Linda V. Schreiner | | | | | 10,502 | | | | | | — | | | | | | 10,502 | | | | | | * | | | Thomas G. Snead, Jr. | | | | | 40,668 | | | | | | — | | | | | | 40,668 | | | | | | * | | | Ronald L. Tillett | | | | | 31,321(8) | | | | | | — | | | | | | 31,321 | | | | | | * | | | Keith L. Wampler | | | | | 20,624(9) | | | | | | — | | | | | | 20,624 | | | | | | * | | | F. Blair Wimbush | | | | | 4,100 | | | | | | — | | | | | | 4,100 | | | | | | * | | | Named Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | | John C. Asbury | | | | | 109,180(10) | | | | | | — | | | | | | 109,180 | | | | | | * | | | Robert M. Gorman | | | | | 39,181(11) | | | | | | — | | | | | | 39,181 | | | | | | * | | | Maria P. Tedesco | | | | | 10,657 | | | | | | — | | | | | | 10,657 | | | | | | * | | | David V. Ring | | | | | 10,618(12) | | | | | | — | | | | | | 10,618 | | | | | | | | | M. Dean Brown | | | | | 24,305(13) | | | | | | — | | | | | | 24,305 | | | | | | * | | | All other executive offıcers | | | | | 49,553(14) | | | | | | 3,277 | | | | | | 52,830 | | | | | | * | | | All current executive offıcers and directors as a group: (25 persons) | | | | | 1,510,418 | | | | | | 23,902 | | | | | | 1,534,320 | | | | | | 1.9% | | | 5% Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 | | | | | 4,584,275 | | | | | | — | | | | | | 4,584,275(15) | | | | | | 5.7%(15) | | | BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | | | | | 5,901,881 | | | | | | — | | | | | | 5,901,881(16) | | | | | | 7.4%(16) | | | The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | | | 7,167,813 | | | | | | — | | | | | | 7,167,813(17) | | | | | | 8.9%(17) | | |
of February 27, 2023. Directors and Executive Officers
Name | | | Shares of
Common Stock | | | Shares Subject
to Exercisable
Options | | | Total Number of
Shares Beneficially
Owned | | | Percent of
Common Stock | | Wellington Management Group LLP
280 Congress Street
Boston, Massachusetts 02210 | | | | | 5,767,076 | | | | | | — | | | | | | 5,767,076(18) | | | | | | 7.2%(18) | | |
| | | | | Common Stock | | | Depositary Shares | | | | | Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | | | | Directors who are not NEOs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Patrick E. Corbin(1) | | | | | 50,376 | | | | | | * | | | | | | — | | | | | | * | | | | | | Heather M. Cox | | | | | 1,389 | | | | | | * | | | | | | — | | | | | | * | | | | | | Rilla S. Delorier | | | | | 1,374 | | | | | | * | | | | | | — | | | | | | * | | | | | | Frank Russell Ellett | | | | | 38,060 | | | | | | * | | | | | | — | | | | | | * | | | | | | Patrick J. McCann(2) | | | | | 26,525 | | | | | | * | | | | | | — | | | | | | * | | | | | | Thomas P. Rohman | | | | | 15,301 | | | | | | * | | | | | | — | | | | | | * | | | | | | Linda V. Schreiner | | | | | 16,167 | | | | | | * | | | | | | — | | | | | | * | | | | | | Thomas G. Snead, Jr.(3) | | | | | 45,928 | | | | | | * | | | | | | — | | | | | | * | | | | | | Ronald L. Tillett(4) | | | | | 36,830 | | | | | | * | | | | | | — | | | | | | * | | | | | | Keith L. Wampler(5) | | | | | 35,614 | | | | | | * | | | | | | — | | | | | | * | | | | | | F. Blair Wimbush(6) | | | | | 11,016 | | | | | | * | | | | | | — | | | | | | * | | | | | | NEOs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John C. Asbury(7) | | | | | 197,164 | | | | | | * | | | | | | — | | | | | | * | | | | | | Robert M. Gorman(8) | | | | | 65,178 | | | | | | * | | | | | | — | | | | | | * | | | | | | Maria P. Tedesco(9) | | | | | 53,144 | | | | | | * | | | | | | 800 | | | | | | * | | | | | | David V. Ring(10) | | | | | 26,795 | | | | | | * | | | | | | — | | | | | | * | | | | | | Shawn E. O’Brien(11) | | | | | 13,426 | | | | | | * | | | | | | — | | | | | | * | | | | | | M. Dean Brown | | | | | 32,178 | | | | | | * | | | | | | — | | | | | | * | | | | | | All Directors and Executive Officers as a Group (19 persons) | | | | | 656,188 | | | | | | * | | | | | | 800 | | | | | | * | | | |
*
Represents less than 1% of the Company’sour common stock.stock or depositary shares, as applicable. (1)
Includes 22,490 shares of phantom stock allocated to Mr. Armstrong’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company.
(2)
Includes 69,168 shares of common stock registered in the name of Mr. Clarke’s spouse and 59,869 shares of common stock held by Mr. Clarke’s spouse as co-trustee of her parents’ trusts.
(3)
Includes 3,26019,552 shares of phantom stock allocated to Mr. Corbin’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company.
(4)
Includes 132,501 shares13,072 share of common stock held jointlyindirectly by Mr. Hansen and his spouse and 1,485 shares of common stock held by Mr. Hansen’s spouseCorbin as co-trusteeTrustee of a parent’s trust. (5) (2)
Includes 201 shares of common stock registered in the name of Mr. McCann’s spouse. (6) (3)
Includes 2,77237,322 shares of common stock held indirectly by Mr. MurphySnead as Trustee and settlor of his late spouse’s estate.a trust. (7)
(4)
Includes 1,000 shares of common stock registered in the name of Mr. Myers’s spouse.
(8)
Includes 4,1567,035 shares of phantom stock allocated to Mr. Tillett’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company.
(9) (5)
Includes 7,73822,301 shares of phantom stock allocated to Mr. Wampler’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. (10) (6)
Includes 34,7895,448 shares of phantom stock allocated to Mr. Wimbush’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. (7)
Includes 30,020 shares of restricted stock over which Mr. Asbury has no investment power until such shares vest. (11) (8)
Includes 12,28613,093 shares of restricted stock over which Mr. Gorman has no investment power until such shares vest. (12) (9)
Includes 8,66521,923 shares of restricted stock over which Ms. Tedesco has no investment power until such shares vest. (10)
Includes 9,554 shares of restricted stock over which Mr. Ring has no investment power until such shares vest. (13) (11)
Includes 7,7156,719 shares of restricted stock over which Mr. BrownO’Brien has no investment power until such shares vest. (14) 5% Shareholders
Includes shares of common stock (including 15,740 shares of restricted stock over which they have no investment power until such shares vest) held by David G. Bilko, Loreen A. Lagatta and Shawn E. O’Brien.
| | | | | Common Stock | | | | | Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | | | | The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355 | | | �� | | 8,193,627 | | | | | | 10.92% | | | | | | BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | | | | | 5,527,994 | | | | | | 7.37% | | | | | | Dimensional Fund Advisors LP(3) 6300 Bee Cave Road Building One Austin, TX 78746 | | | | | 5,213,011 | | | | | | 6.95% | | | |
(15) (1)
ThisBased solely on information as of December 31, 2019 is based solely on30, 2022 contained in Amendment No. 56 to Schedule 13G filed with the SEC on February 12, 2020, which reported sole voting power over 4,511,507 shares and sole dispositive power over 4,584,275 shares.
(16)
This information as of December 31, 2019 is based solely on Schedule 13G filed with the SEC on February 5, 2020, which reported sole voting power over 5,710,742 shares and sole dispositive power over 5,901,881 shares.
(17)
This information as of December 31, 2019 is based solely on Amendment No. 1 to Schedule 13G filed with the SEC on February 12, 2020,9, 2023, which reported that The Vanguard Group had sole voting power over 78,0360 shares, sole dispositive power over 8,064,213 shares, shared voting power over 56,547 shares and shared dispositive power over 129,414 shares.
(2)
Based solely on information as of December 31, 2022 contained in Amendment No. 3 to Schedule 13G filed with the SEC on January 31, 2023, which reported sole voting power over 5,359,548 shares and sole dispositive power over 7,089,4825,527,994 shares. These shares may be owned by one or more of the following entities controlled by BlackRock, Inc.: BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Fund Advisors; and shared voting power over 11,301 shares and shared dispositive power over 78,331 shares.BlackRock Fund Managers Ltd. (18) (3)
ThisBased solely on information as of December 31, 2019 is based solely on information provided30, 2022 contained in Amendment No. 8 to Schedule 13G filed with the Company by Wellington Management Group LLPSEC on February 3, 2020 that Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP had shared10, 2023, which reported sole voting power over 5,099,0575,127,062 shares and sharedsole dispositive power over 5,767,076 shares5,213,011 shares. Dimensional Fund Advisors LP, a registered investment adviser, furnishes investment advice to four registered investment companies, and Wellington Management Company LLP had sharedserves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over 4,825,688the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares and shared dispositive power over 5,311,288 shares.of the Company held by the Funds. However, all securities reported in the table are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.
COMPENSATION DISCUSSION AND ANALYSIS During 2019Named Executive Officers
Our named executive officers, referred to as our NEOs, are identified below and include our principal executive officer, principal financial officer, our three other most highly compensated executive officers who were serving as executive officers at the Company’s leadership team dedicated significant timeend of 2022, and energy to achieving its strategic priorities and delivering top-tier financial performance for its shareholders. In alignment with these objectives,one individual who would have been among those three other most highly compensated executive officers had he been serving as an executive officer at the Company’send of 2022. | | Name | | | Position | | | | | John C. Asbury | | | President and CEO of the Company and CEO of the Bank | | | | | Robert M. Gorman | | | Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”) of the Company | | | | | Maria P. Tedesco | | | EVP of the Company and President and Chief Operating Officer (“COO”) of the Bank | | | | | David V. Ring | | | EVP of the Company and Wholesale Banking Group Executive of the Bank | | | | | Shawn E. O’Brien | | | EVP of the Company and Consumer and Business Banking Group Executive of the Bank | | | | | M. Dean Brown | | | Former EVP of the Company and Former Chief Information Officer & Head of Enterprise Operations of the Bank | | |
Introduction Our executive compensation programs include a balance of short- and long-term incentivesare designed to attract, retain, and motivate theour leadership team, even during times of uncertainty, and include a mix of fixed and variable compensation with both short- and long-term incentives used to drive our sustained growth and profitability of the Company.profitability. This section of the proxy statement provides an overview and explanation of the material information relevant to understanding the objectives, policies, and philosophy underlying the Company’sour executive compensation programs, focusing on the named executive officers (also referred to as NEOs). For purposes of this Compensation Discussion and Analysis, the current NEOs are as follows:
•
John C. Asbury, President and CEO of the Company and CEO of Atlantic Union Bank
•
Robert M. Gorman, Executive Vice President and Chief Financial Officer of the Company (“CFO”)
•
Maria P. Tedesco, Executive Vice President of the Company and President of Atlantic Union Bank
•
David V. Ring, Executive Vice President of the Company and Commercial Banking Group Executive of Atlantic Union Bank
•
M. Dean Brown, Executive Vice President of the Company and Chief Information Officer & Head of Banking Operations of Atlantic Union Bank (“CIO”)
our NEOs.
In this Compensation Discussion and Analysis, the Company’sterms “executive” or “executive officer” means our executive officers,leadership, including but not limited to, the NEOs are sometimes referred to as the “Executive Group.” This section of the proxy statement is intended to inform shareholders about certain incentive compensation plans as well as components of compensation paid to theour NEOs. Following the Compensation Discussion and Analysis, the Company provideswe provide 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.narratives. At the 2019 annual meeting of the Company’s shareholders, nearly 98% of the Company’s shareholders who voted on the matter approved, on an advisory basis, the NEOs’ compensation, as described in the Company’s 2019 proxy statement. The Compensation Committee considered the result of the shareholder vote in determining executive compensation policies and decisions since the 2019 annual meeting. 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.
Executive Summary The Company’sOur executive compensation programs are designed to linkpay for performance by linking the compensation that its Executive Group receivesour executive officers receive through the Company’sour various incentive plans to itsour financial performance. In making compensation decisions, the Compensation Committee considers marketthe practices and compensation levels of the Company’smarket, our performance and good governance practices. The Company’sOur goal is to ensure that itsour compensation programs are competitive in attracting, motivating, and retaining high level executive talent, are commensurate with itsour financial performance, and are generally aligned with the interests of itsour shareholders.
Each compensation element is generally targeted to the median of “market,” which is defined through the use of aapplicable market, as determined by the Compensation Committee based on select peer group and survey data the Compensation Committee deems comparable.data. The incentive programs are designed so that our superior financial performance shouldwill result in total compensation that is higher than the Company’smedian of our peers, while substandard financial performance shouldwill result in total compensation that is lower than itsthe median of our peers. When setting goals and objectives under the various compensation programs, the Compensation Committee considers theour overall corporate strategy and how the goals enhance and support thethat strategy. In
2019, the Company completed its acquisition of Access and successfully converted all core data systems. In addition, on May 20, 2019 the Company re-branded itself as Atlantic Union Bankshares Corporation and the Bank as Atlantic Union Bank. Even with the additional work relating to the acquisition and the rebranding, the leadership team stayed committed to delivering solid financial results and achieving top-tier financial performance.
Over the last fourfive years, the Company haswe have grown through disciplined expansiona combination of organic growth and acquisitions from $7.7an institution with $9.3 billion in total assets to over $17more than $20.4 billion in total assets. During this time, the Companywe made significant investments in both people and infrastructure, to ensure that the right leaders, systems and processes are in place to continuewhile continuing to deliver solid
financial results. DuringOver this five-year period the Company has seen improvements in all return measures and operational efficiency, as well as increasedwe delivered returns to our shareholders through four years of sequential dividend increases and a total shareholder return (“TSR”) over the four year period of 62%. When reviewing management performance, the Compensation Committee focuses on the four key operational performance measures that are included inabove the Company’s Management Incentive Plan (“MIP”). These measures are net earnings, return on assets (“ROA”), return on tangible common equity (“ROTCE”) and efficiency ratio, allmedian of which are adjusted to “operating” measures which exclude items that are not viewedour compensation peer group as related to ongoing performance including merger related costs.illustrated by the graph below.
The following table and charts illustrate the Company’s performance over the past five-year period as well as the Company’s performance relative to its compensation peers for 2019. | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | Total Assets | | | | $ | 7.69B | | | | | $ | 8.43B | | | | | $ | 9.32B | | | | | $ | 13.77B | | | | | $ | 17.56B | | | Net Operating Earnings | | | | $ | 67.08M | | | | | $ | 77.48M | | | | | $ | 83.58M | | | | | $ | 178.31M | | | | | $ | 220.92M | | | Operating ROA | | | | | 0.90% | | | | | | 0.96% | | | | | | 0.95% | | | | | | 1.35% | | | | | | 1.31% | | | Operating ROTCE | | | | | 10.81% | | | | | | 12.14% | | | | | | 12.24% | | | | | | 17.35% | | | | | | 16.14% | | | Operating Efficiency Ratio | | | | | 65.31% | | | | | | 63.56% | | | | | | 62.36% | | | | | | 55.28% | | | | | | 53.61% | | | Dividends Paid | | | | $ | 0.68 | | | | | $ | 0.77 | | | | | $ | 0.81 | | | | | $ | 0.88 | | | | | $ | 0.96 | | |
The source data for the followingabove graphs is S&P Global Market Intelligence, which standardizes financial data to assist with comparisons across multiple companies. As such, the standardized data presented for us and as the median of the compensation peers may differ from actual calculations, which do not take into account such standardizations. When reviewing management performance, the Compensation Committee focuses on the four key corporate performance measures included in our Management Incentive Plan (“MIP”), which is our short-term incentive compensation plan. These performance measures are net operating earnings, return on assets (“ROA”), return on tangible common equity (“ROTCE”) and efficiency ratio. The following table includes select business highlights, including the four GAAP performance measures most closely aligned to the performance measures used in our executive compensation program. The Committee may consider certain adjustments to these performance measures when determining incentive compensation awards under the MIP. Such adjustments for 2022 are discussed in the section entitled “Short-Term Incentive Compensation” of this proxy statement. | | | | | For the Years Ended December 31, | | | | | Select Business Highlights | | | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | | | Total Assets | | | | $ | 20.46B | | | | | $ | 20.06B | | | | | $ | 19.63B | | | | | $ | 17.56B | | | | | $ | 13.77B | | | | | | Net Income | | | | $ | 234.51M | | | | | $ | 263.92M | | | | | $ | 158.23M | | | | | $ | 193.53M | | | | | $ | 146.25M | | | | | | ROA | | | | | 1.18% | | | | | | 1.32% | | | | | | 0.83% | | | | | | 1.15% | | | | | | 1.11% | | | | | | ROTCE | | | | | 17.33% | | | | | | 16.72% | | | | | | 11.18% | | | | | | 14.26% | | | | | | 14.40% | | | | | | Efficiency Ratio | | | | | 57.46% | | | | | | 61.91% | | | | | | 60.19% | | | | | | 62.37% | | | | | | 63.62% | | | | | | Cash Dividends Paid Per Common Share | | | | $ | 1.16 | | | | | $ | 1.09 | | | | | $ | 1.00 | | | | | $ | 0.96 | | | | | $ | 0.88 | | | |
Key 2022 Performance Highlights During 2022, our executive officers continued to operate under a soundness, profitability and growth model in order to continue to deliver top-tier financial performance for our shareholders and demonstrated the strength and commitment needed to manage through an economic and geopolitical environment flanked with uncertainties. In 2022, we completed several large expense reduction initiatives that began in the fourth quarter of 2021, while at the same time, we experienced unexpected rates of employee turnover related to the “great resignation” that resulted in a higher than anticipated run-rate for employee
compensation-related expenses. While some roles continued to operate remotely, our corporate offices were re-opened for in-person and hybrid work in April 2022. Our executive officers demonstrated great resiliency during a year of change both internally and externally. Below are some additional highlights of the Company’s2022 performance for 2019highlights in support of itsour strategic plan: •
The Company achieved the number one rankingIn recognition of our commitment to providing enhanced products and services to make banking easier for our customers, we were named to Forbes’ 2022 World’s Best Banks list, and also currently rank in the Mid-Atlantic region in the J.D. Power 2019 Retail Banking Satisfaction StudySM.top 50 on Forbes’ 2022 America’s Best Banks list.
•
The Company createdWe were named a 2023 Top Workplaces USA award winner—touted by Energage to be one of the nation’s most credible employer recognition programs.
•
We expanded our asset-based lending team through a new specialty finance division, of the Bank,branded Atlantic Union Equipment Finance,Business Credit, to provide a wide variety of equipment finance solutions to commercial and corporate customers.help working capital intensive companies meet their financing needs. •
The CompanyWe completed the consolidation of 16 branches and the closure of our operations center in Ruther Glen, Virginia during March 2022.
•
We repurchased approximately $48.2 million of our common stock from December 2021 to December 2022, pursuant to the Board’s December 2021 authorization to repurchase up to $100 million of our common stock through December 9, 2022. •
We appointed two new members to our Board—Heather Cox and Rilla Delorier. Ms. Cox brings to the Board an extensive background in technology and banking. Ms. Delorier brings to the Board an innovative skillset based on her previous experiences in multiple banking disciplines, including marketing, technology, and strategic planning. •
We hired several new leaders with extensive financial backgrounds and experience including Shawn E. O’Brien, Consumer Banking Group Executive, Kelly P. Dakin,Clare Miller, Chief DigitalHuman Resources Officer; Sherry Williams, Chief Risk Officer; and Customer ExperienceMitch York, Chief Investment Officer and David Zimmerman, Middleburg Financial President.Managing Director of the Wealth Management division. Key 2022 Compensation Highlights
BelowThe following are some highlights of the Company’s executiveour key 2022 compensation programs for 2019:highlights:
•
BaseWe adjusted NEO base salaries of the NEOs were adjusted to ensuremaintain competitiveness with the market median of the selectedour compensation peer group as well as to reflect individual performance, skills, and experience. We also adjusted other elements of variable compensation, where needed, to more closely align total compensation with the market median.
•
PaymentsWe made payments under the MIP the Company’s short-term incentive compensation plan, were made to theour NEOs ranging from 48%54% to 77%113% of the recipient NEO’s base salary. These payouts reflected a weighted average achievement of 98%110% of theour selected corporate performance targets for all corporate goals, which were comprised of goals relating to measures—net operating earnings, operating ROA, operating ROTCE, and operating efficiency ratio.
•
EquityWe granted equity awards were madeto our NEOs in the form of time-based restricted stock and performance share units (“PSUs”) under the Company’s long-term incentive program.
•
Previously granted performance share units with a three-year performance period ending December 31, 2018 vested in 2019 at a percentage of 110% as the Company’s TSR ranked at the 55th percentile of the TSR of the banks comprising the KBW Regional Banking Index at the end of the period.our Long-Term Incentive Program.
These actions are in addition tobolstered by the other best practices embedded in the Company’sour executive compensation programs designed to ensure that the Compensation Committee maintains effective governance and oversight of the programs. The chart below illustrates the Company’sOur compensation governance model defines the enterprise-wide approach for the cross-functional management of incentive compensation programs to ensure proper risk oversight, process and itscontrols. The model follows a continual processes.process consisting of four key areas, as follows:
In addition to the above, the tablePay Practices
Our Compensation Committee has implemented certain pay practices, as described below, summarizes what the Company does and does not do with respect to its compensation governance practices and demonstrates that the Company’s practices are designed to encourage actions that are inreinforce our principles, support risk management and align with the long-term interests of itsour shareholders. | What We Do | | What the Company Does | | | | | | | A meaningful portion of executive compensation is linked to key metrics of our financial performance. | | | Pay for Performance•
The Company bases its annual incentive compensation programs on
| | | Our time-based restricted stock and PSU awards vest over a three-year period, subject to 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 extentpre-established performance goals are achieved.for the PSUs.
| | | | | | Our stock ownership policy aligns the interests of our executive officers with the interests of our shareholders. | | | | | | Our Board has adopted a policy requiring the recoupment of incentive compensation in the event of certain financial restatements. | | | | | | Our Compensation Committee annually assesses the risks of our compensation programs, with the assistance of our risk management department. | |
| What We Don’t Do | | | | | | | Emphasize Long-term Performance
•
Equity programs reward performance over a three- or four-year time horizon.
| | | We prohibit all employees and directors from engaging in short sales, puts, calls, swaps and other derivative transactions in our stock and hedging our stock. We also prohibit directors and executive officers from pledging our stock. | | | | Stock Ownership Commitment
•
Stock ownership guidelines generally align the interests of management with the interests of shareholders.
| | | We do not allow for excise tax gross-ups under employment agreements or other severance plans. | | | | Clawbacks
•
The Compensation Clawback Policy 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.
| | | Cash severance payments in connection with a change in control require a qualifying termination of employment. | | | | 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 limitsWe limit the use of employment agreements to theour CEO, President and COO, and CFO. All other executives are covered under the Company’sour 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.
| | | | | No Multi-year Compensation Guarantees
•
No agreement or other plan of the Company provides for any multi-year compensation guarantees.
| | | | | No Unearned Dividends Paid
•
The Company doesWe do not accrue or pay dividend equivalents on unearned performance-based awards during their performance periods.
| | |
Compensation Philosophy and Objectives The Company’s “total compensation philosophy” related toOur executive compensation philosophy is to provide competitive, market-based total compensation programs that are aligned with the Company’sour short- and long-term business strategies, tied to Companyour performance, and supportive ofaligned with the interests of itsour shareholders.
Within this framework, the Company observeswe observe the following principles: •
Pay for performance: To reflect We use performance-based cash and equity incentive programs to create a balance between fixed and at-risk compensation, performance-based cash incentive programs are used for executives.compensation. Payouts under these programs vary withdepending upon performance against both our annual Company goalscorporate performance measures and individual objectives. Members of the Executive Group are rewarded for achievingindividual/divisional performance measures, as applicable. We incentivize our executive officers to achieve targeted performance against the Company’sour operational and financial goals, as well as individual growth objectives, and are provided with an incentive to achieveby tying greater financial results forto greater financial rewards. •
Reward long-term growth and profitability: To provide rewards that We use equity-based compensation with vesting periods of generally no less than three years to encourage retention, promote performance and increase theour executive officer’s level of at-risk compensation, members of the Executive Group are granted equity-based awards with vesting periods generally no less than 3 years.compensation. These awards are designed to rewardmotivate the execution and achievement of long-term results. •
Align compensation with shareholder interests: Thevalue creation: We use equity-based compensation to align the financial interests and objectives of the Company’s Executive Group are generally alignedour executive officers with those of its shareholders through the risksour shareholders. Our long-term incentive goals and rewards of the ownership of the Company’s common stock.payouts are designed so that target and above-target compensation levels are paid only when our relative market performance indicates that shareholder value has been created. •
Attract and retain highly qualified executives: Members of the Executive Group have We offer our executive officers base salaries that are marketdesigned to be competitive with the Company’sour identified industry peer group and permit the Company to hireallow us to attract and retain high quality individuals at all levels. Severalhigh-performing individuals. Also, several of our compensation programs include the use of long-term equity compensation to encourage retention. The Company recognizesWe recognize that by attracting and retaining high qualityhigh-performing executives, itsour customers and shareholders will benefit from their expertise, highsuperior performance, and service longevity. •
Ensure proper governance practices: Policies We have designed our executive compensation policies and procedures around executive compensation programs are designed to prevent or mitigate excessive risk-taking by, among other things, balancing short- and long-term rewards. Allcompensation. Our performance-based plans maintainalso contain both threshold and maximum payout levels, of payout as well as clawback provisions. Program flexibility is also providedWe generally seek to respond to the changing dynamics within the banking industry.
Eachtarget each compensation element is generally targeted to the median of the market, which is defined through the use of a selectour identified peer group and survey data the Compensation Committee deems comparable. Theto ensure compensation levels are appropriate. Finally, our compensation programs and review process are designedallow us to allow for adjustmentsaccount for individual variances in experience, skills, and contributions.
2022 Shareholder Response We held an advisory vote on NEO compensation at our 2022 annual meeting of shareholders. Excluding abstentions and broker nonvotes, approximately 99% of the votes were in support of our executive compensation program. The Compensation Committee considered the result of this advisory vote when evaluating and establishing our executive compensation programs for 2022, and viewed the vote as an expression of our shareholders’ overall satisfaction with our current executive compensation programs. The Compensation Committee continually evaluates our compensation programs in light of market practice and our evolving business needs. Role of the Compensation Committee In accordance withThe Compensation Committee assists the Compensation Committee’s charter (which is on the Company’s website at http://investors.atlanticunionbank.com/govdocs),Board in discharging its responsibilities relating to executive compensation and to our compensation and benefit programs and policies, more generally. Under the Compensation Committee met eight times during 2019. The principal duties ofCharter, the Compensation Committee are to:is responsible for, among other things:
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reviewEstablishing our overall executive compensation philosophy and recommend to the Board for approval thegoals and objectives of our compensation of the CEO. The CEO does not deliberate in regard to his own compensation and is not present during discussions concerning his compensation;plans;
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provide continuous oversight of executive compensation plans
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Annually reviewing and ensure they adhere toapproving the Company’s overall total compensation philosophy, including an appropriate balance between risk and financial results;
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review and ensure compliance with the compensation rules and regulations applicable to the Company under the Dodd-Frank Act and certain SEC disclosure rules;
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approve the MIP corporate goals and objectives relevant to the Executive Groupour CEO’s compensation and, evaluate the Company’stogether with all other independent directors, evaluating our CEO’s performance and each executive’s performance against those goals and objectives;approving CEO compensation in light of such evaluation;
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recommendAnnually reviewing and approving the compensation of all other executive officers;
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Administering our incentive and equity-based compensation plans, including designating executives to whom awards are granted, the amount of the award or grant and the terms and conditions of each award or grant; •
Reviewing and recommending to the Board the compensation components for each memberadoption, amendment, extension or termination of the Executive Group, taking into consideration the CEO’s compensation recommendations for them;any employment agreements, retirement benefits and severance arrangement or plans with our executive officers; and •
reviewReviewing and recommendrecommending to the Board the appropriate levelform and typeamount non-employee director compensation.
Role of Leadership The Compensation Committee calls upon our executive officers from time to time to support the Compensation Committee in the fulfillment of its duties. Our CEO provides recommendations related to a number of matters that are subject to the Compensation Committee’s review and approval, including the compensation for serviceof executive officers other than the CEO, the design of our incentive plans and the financial goals on which these incentive plans are generally based. In addition to reviewing market data as described below, the Compensation Committee considers the recommendations of other key executives, including the CEO, the CFO, and the Chief Human Resources Officer, in making decisions on compensation. The Compensation Committee retains discretion in determining whether to approve recommendations made by non-employee membersour executive officers. Compensation Consultants The Compensation Committee engages an independent compensation consultant to provide benchmarking market data and serve as an advisor, among other services. The independent compensation consultant serves at the request of, and reports directly to, the Compensation Committee. The Compensation Committee has the sole authority to engage the independent compensation consultant and approve their fees and the other terms of the Board and Board committees.engagement.
Compensation Consultants
During 2019,From November 2009 until August 2022, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), an to serve as its independent executive compensation consulting firm, to provide comprehensive consultingconsultant. Pearl Meyer did not perform any other services tofor the Company during its engagement. During 2022, Pearl Meyer advised the Compensation Committee including to:on matters related to 2022 executive compensation decisions, non-employee director compensation, and trends and market practices associated with incentive plan design.
• In August 2022, the Compensation Committee ended its relationship with Pearl Meyer and retained the services of Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. In this role, Meridian advised the Compensation Committee on various executive and director compensation matters including:
provide•
providing peer benchmarking data with respect to executive compensation practices within our defined peer group; •
providing information regarding base salary ranges and recommendations for the Executive Group;executive officers; •
assistassisting in the development of compensation guidelines used during the executive hiring process;
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reviewreviewing the Compensation Discussion and Analysis section of the proxy statement;
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assistassisting in developingthe development of goals for theour short- and long-term incentive plans; and
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update the Compensation Committee aboutproviding updates on regulatory matters and trends;trends.
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assist with the development of 2019 executive compensation decisions; and
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attend Compensation Committee meetings.
Pearl Meyer reports directly to the Compensation Committee andMeridian does not provideperform any other services tofor the Company.
The Compensation Committee analyzed whetherconsidered the workindependence of both Pearl Meyer raised any conflictsand Meridian in light of interest, taking into considerationapplicable SEC rules and listing exchange standards. In so doing, the Compensation Committee
considered the following factors, among others: (i) whether the provision ofconsultant provides other services to the Company by Pearl Meyer;us; (ii) the amount of fees the Companywe paid to Pearl Meyerthe consultant as a percentage of Pearl Meyer’sthe consultant’s total revenues;revenue; (iii) Pearl Meyer’sthe consultant’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyerthe consultant or the individual compensation advisors employed by Pearl Meyerthe consultant with any of our executive officer of the Company;officers; (v) any business or personal relationship of the individual compensation advisors employed by the consultant with any member of the Compensation Committee; and (vi) any stock ofwhether the Company owned by Pearl Meyerconsultant or the individual compensation advisors employed by Pearl Meyer.the consultant owned any of our stock. The Compensation Committee determined, based on its analysis of the above factors, among others, that the work of both Pearl Meyer and Meridian and the individual compensation advisors employed by both Pearl Meyer as compensation consultants to the Company haveand Meridian did not createdraise any conflicts of interest.
Compensation Benchmarking and Decisions The Company conducts annually a benchmarking and peer group exercise withEach year, the Compensation Committee, and with the assistance of Pearl Meyer. In September 2018, Pearl Meyer presentedits independent compensation consultant, reviews the compensation of our peers in order to assess the competitiveness of our compensation arrangements with our NEOs. The Compensation Committee uses this information as a reviewbenchmarking reference to ascertain whether we have competitive compensation levels with other comparable institutions, in setting compensation target levels, and in deciding whether to make any changes in base salary, annual cash incentive awards and long-term equity awards, among other things.
The Compensation Committee, with the advice of its independent compensation consultant, also reviews the Company’scomposition of its peer group that utilized asannually. In selecting our peer group for 2022, the primary criteria for inclusionCompensation Committee began by including publicly traded U.S. banks with assets as(as of the end of the second quarter of 20182021) ranging from approximately 50% to 200% of the Company’sour asset size. The Compensation Committee then considered the “compatibility” and “comparability” of each company when selecting the 2019 peer group. The Compensation Committee reviewed,by reviewing, 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. Following selection and approval by Taking these criteria into consideration, the Compensation Committee approved a group of the peer group,23 peers, listed below, among which the Company wasis positioned near the median of the group in terms of asset size. As a result, during 2019, the Compensation Committee compared the principal elements of total direct compensation against the peers listed below:
| BancorpSouth Bank | 2022 Peer Group(1) | | | Renasant Corporation | | | | Ameris Bancorp | | | Hancock Whitney Corporation | | | TowneBank | | | | | BancorpSouth Bank (now Cadence Bank) | | | Heartland Financial USA, Inc. | | | Trustmark Corporation | | | | | Berkshire Hills Bancorp, Inc. | | | Home BancShares, Inc. | | | UMB Financial Corporation | | | | | BankUnited, Inc. | | | Pinnacle Financial Partners, Inc. | | | United Bankshares, Inc. | | | | | First Financial Bancorp. | | | Renasant Corporation | | | United Community Bank, Inc. | | | | | F.N.B. Corporation | | | Sandy Spring Bancorp, Inc. | | | WesBanco, Inc. | | | | | Fulton Financial Corporation | | | Simmons First National Corporation | | | ChemicalWSFS Financial Corporation | | | South State Corporation | | | First Midwest | Great Western Bancorp, Inc. | | | TowneBank | | | Fulton FinancialSouthState Corporation | | | Trustmark Corporation | | | Great Western Bancorp, Inc. | | | UMB Financial Corporation | | | Heartland Financial USA, Inc. | | | United Bankshares, Inc. | | | Home BancShares, Inc. | | | United Community Banks, Inc. | | | Old National Bancorp | | | WesBanco, Inc. | |
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Great Western Bancorp, Inc. merged with First Interstate BancSystem, Inc. on February 1, 2022. In addition to the selected peer group, the Compensation Committee also considered the executive compensation of peer companies used by proxy advisory firms to ensure reasonable overlap. As part of the annual benchmarking exercise,Finally, the Compensation Committee reviewed relevant market and survey data and analyses provided by Pearl Meyer. The data used in this exercise primarily included national data fromits independent compensation consultant, including the following:
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Pearl Meyer, 20182021 National Banking Compensation Survey; •
McLagan, 20182021 Regional and Community Banking Compensation Survey; •
Kenexa, 20182021 CompAnalyst Market Database; •
Midsize Bank Coalition of America, 2018 Executive Compensation Survey;
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Custom peer group proxy filings; and •
Additional proprietary survey sources.
Executive positions were matched to the survey and/or proxy data based on job duties using the appropriate scope for asset size. In addition to reviewing the respective data, the Compensation Committee considered recommendations of other key executives, including the CEO, the CFO, and the Chief Human Resource Officer (“CHRO”), in making decisions on compensation. Compensation Risk Assessment The Company’sOur risk management group annually evaluates the Company’sour compensation programs as part of itsour enterprise risk management review. The evaluations include,This evaluation includes, but areis not limited to, thea review of our performance metrics, approval mechanisms and related characteristics of selected Companyour incentive compensation policies and programs. The goal of the review is to determine whether any of these policies orour compensation programs could create risks that may have a material adverse effect on the Company. To date, these reviews have found thethat our compensation programs do not present unduesuch a risk for the Company. The Compensation Committee considers the results of these reviews and also regularly reviews theour incentive compensation arrangements to ensure that
such arrangements do not encourage the NEOs to take unnecessary or excessive risks that would have a material adverse effect on the Company. Elements of Compensation Annually, theThe Compensation Committee annually evaluates the three principal compensation elements ofused in our executive compensation. For 2019, thecompensation program to help us attract and retain high-performing executives. Our principal components of compensation for members of the Executive Group were:
Base Salary: Paid to recognize the day-to-day dutieselements and responsibilities of the Company’s executives.
Short-Term Performance-Based Cash Incentive Opportunity: Members of the Executive Group have a portion of their targeted annual total cash compensation at risk, contingent upon meeting the Company’s corporate goals and the executive’s personal objectives.objectives are described below:
Long-Term Incentive Opportunity — Time-Based Restricted Stock and Performance-Based Awards: Members of the Executive Group participate in long-term incentive opportunities that link a significant portion of their total compensation to increasing shareholder value.
The following charts illustrate the targeted and actual mix of compensation for the CEO for 2019.
| | Element | | | Objective | | | | | Base Salary | | | Designed to provide income stability that is competitive with organizations of comparable size and structure, which allows our executives to focus on the execution of our strategic goals and their day-to-day duties and responsibilities | | | | | Short-Term Incentives (Cash) | | | Designed to encourage, recognize and reward achievement of annual corporate financial goals and individual performance objectives that help drive shareholder value creation | | | | | Long-Term Incentives (Equity) | | | Designed to motivate executives towards shareholder value creation by aligning executive and shareholder interests, and to retain talented executives. | | |
Incentive or variable compensation forawarded to an individual executive mayshould generally become a larger percentage of the executive’s total direct compensation when he or she assumes more significant responsibilities and has a significantgreater impact on the financial or operational success of the Company. Accordingly, the Compensation Committee decided to include a larger percentage of incentive compensation in the CEO’s target and actual total compensation mix for 2022, as reflected in the table below. Generally, the Compensation Committee targets NEO base salary compensation levels and the various percentages used to calculate short- and long-term incentive opportunitiescompensation opportunity percentages at the median of the selected peer group market data. For 2019, targeted2022, target executive compensation levels were considered in-line with the respective market benchmarks for all components.benchmarks.
Targeted Compensation Levels Relative to Peer Group
Element | | | Percent of
Median | | Base Salaries | | | | | 102% | | | Target Total Cash Compensation | | | | | 98% | | | Target Total Direct Compensation | | | | | 97% | | |
The elements of compensation are described in detailfurther below and are also detailed in the Summary Compensation Table as well as inand the other tables following this Compensation Discussion and Analysis. Base Salary In early 2019,2022, the Compensation Committee recommended increased base salaries for thecertain NEOs, which were approved by the Board on February 21, 2019.24, 2022. Ms. Tedesco did not receive a base salary increase at this time because the Board had already approved a base salary increase for her, effective on January 14, 2022, when she assumed the new role of Chief Operating Officer in addition to serving as President of the Bank. Mr. O’Brien received a base salary increase on February 24, 2022 and an additional increase on July 1, 2022, as a result of his scope of responsibilities expanding following the departure of Mr. Brown to include the Bank Operations functions. Accordingly, NEO annualized base salaries in effect at year-end 2022 were as follows: | | Name | | | 2022 Base Salary | | | Increase from 2021 | | | | | John C. Asbury | | | | $ | 865,280 | | | | | | 4.0% | | | | | | Robert M. Gorman | | | | $ | 441,619 | | | | | | 4.0% | | | | | | Maria P. Tedesco | | | | $ | 606,434 | | | | | | 24.0% | | | | | | David V. Ring | | | | $ | 409,117 | | | | | | 4.0% | | | | | | Shawn E. O’Brien | | | | $ | 364,422 | | | | | | 13.4% | | | | | | M. Dean Brown | | | | $ | 384,706 | | | | | | 4.0% | | | |
Short-Term Incentive Compensation As discussed, the Management Incentive Plan, or “MIP,” is our short-term incentive compensation plan, which is administered by the Compensation Committee with input from our CEO. Under the MIP, the Compensation Committee determines each executive’s target incentive award at the beginning of the fiscal year, which is expressed as a percentage of each executive’s base salary. The Compensation Committee approved larger base salary increasesalso selects corporate and individual/divisional performance measures, and each executive’s target incentive award is weighted between these measures. Additionally, the Compensation Committee establishes threshold, target and superior performance levels and the weights for Messrs. Asbury and Gorman to not only compensate for individualeach selected corporate performance during 2018, but to also better align their pay opportunity withmeasure. Under the medianterms of the selected peer group market data. As a result, the NEO base salaries effective March 1, 2019 were: Name | | | 2019 Base Salary | | | % Increase from 2018 | | John C. Asbury | | | | $ | 800,000 | | | | | | 17.8% | | | Robert M. Gorman | | | | $ | 412,266 | | | | | | 7.0% | | | Maria P. Tedesco | | | | $ | 470,250 | | | | | | 4.5% | | | David V. Ring | | | | $ | 381,924 | | | | | | 3.0% | | | M. Dean Brown | | | | $ | 359,136 | | | | | | 5.0% | | |
Short-Term Incentive Compensation
The MIP, or Management Incentive Plan, is the Company’s short-term incentive compensation plan. The MIP is an annual plan that begins each January 1, the first day of the Company’s fiscal year.
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The Compensation Committee administers the MIP and has final authority with respect to all matters or disputes relating to the plan.
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Award payoutscash payments may range from 0% to 150% of each executive’s target incentive award. If an executive’s target opportunity based on achieving certain levels of performance.
Payoutsemployment is terminated before payment is made under the MIP are subjectfor any reason other than for death, permanent disability or retirement at or after age 65 during the plan year, the executive is not entitled to receive any compensation thereunder.
Under the terms ofMIP, the Company’s Compensation Clawback Policy,Committee has the discretion to withhold or adjust any incentive award as well as any similar provisions of applicable law. it deems appropriate. In addition, unless the Compensation Committee determines otherwise, no incentive awards will be paid under the MIP, regardless of performance against the specified individual/divisional and corporate performance measures, if (1) any regulatory agency issues a formal enforcement action, memorandum of understanding or other negative directive action and the Compensation Committee considers it imprudent to pay awards under the MIP based on (i) any regulatory agency issuing a formal enforcement action, memorandum of understanding or (2) after a review of the Company’sother negative directive action; or (ii) our credit quality measures the Compensation Committee considers it imprudent to pay awardsquality. Payouts under the MIP. Taking into consideration the recommendations of Pearl Meyer and the CEO’s recommendations for the other NEOs, the Compensation Committee assigns each NEO an incentive award target as a percentage of year end base salary. The Compensation CommitteeMIP are also assigns each NEO a weighting between the corporate and individual/divisional goals.
Based on the Compensation Committee’s September 2018 executive compensation review indicating that targeted total cash compensation of the Company’s executives was aligned with the market median of the Company’s compensation peer group, the Compensation Committee did not recommendsubject to the Board for approvalterms of our Compensation Clawback Policy, as well as any changes to the short-term incentive target opportunities for the NEOs. Listed below are each NEO’s targeted percentages and weightings for the 2019 MIP:similar provisions of applicable law or regulation.
Name | | | Target as a Percentage of Base Salary | | | Corporate Goal Weighting | | | Individual/ Divisional Goal Weighting | | John C. Asbury | | | | | 85% | | | | | | 80% | | | | | | 20% | | | Robert M. Gorman | | | | | 50% | | | | | | 80% | | | | | | 20% | | | Maria P. Tedesco | | | | | 60% | | | | | | 80% | | | | | | 20% | | | David V. Ring | | | | | 45% | | | | | | 40% | | | | | | 60% | | | M. Dean Brown | | | | | 45% | | | | | | 60% | | | | | | 40% | | |
For 2022, each NEO’s target incentive award and weighting between corporate and individual/divisional performance measures were as follows: | | Name | | | Target as a Percentage of Base Salary | | | Corporate Goal Weighting | | | Individual/ Divisional Performance Weighting | | | | | John C. Asbury | | | | | 100% | | | | | | 80% | | | | | | 20% | | | | | | Robert M. Gorman | | | | | 65% | | | | | | 80% | | | | | | 20% | | | | | | Maria P. Tedesco | | | | | 70% | | | | | | 80% | | | | | | 20% | | | | | | David V. Ring | | | | | 50% | | | | | | 40% | | | | | | 60% | | | | | | Shawn E. O’Brien | | | | | 45% | | | | | | 40% | | | | | | 60% | | | | | | M. Dean Brown | | | | | 45% | | | | | | 60% | | | | | | 40% | | | |
Corporate GoalsPerformance Measures For mostour NEOs, other than Messrs. Ring and O’Brien, the largest portion of the MIP payouts is based ontarget incentive award was tied to our achievement of corporate performance measures. Messrs. Ring and O’Brien are responsible for two of our most significant lines of business and therefore have more of their target incentive award tied to individual/divisional performance measures. The Compensation Committee reviewed and approved the 20192022 corporate performance measures and weightings, of the MIP taking into consideration quantitative data and considering projected performance in light of events affecting the Companyus from an economic, regulatory and operational perspective.perspective in 2022. Target corporate performance iswas based on the 2019our 2022 corporate budgetplan as adjusted for mid-year Board approved initiatives with additional budgeted dollars. The corporate performance measures and their respective weightings asoriginally approved by the Compensation Committee are outlined below (dollars in thousands):
Corporate Performance Measure | | | Weighting | | | Threshold | | | Target | | | Superior | | Net Operating Income | | | | | 25% | | | | | $ | 184,298 | | | | | $ | 224,300 | | | | | $ | 246,194 | | | Q4’19 Annualized ROA(1) | | | | | 20% | | | | | | 1.12% | | | | | | 1.34% | | | | | | 1.46% | | | Q4’19 Annualized ROTCE(1) | | | | | 30% | | | | | | 13.50% | | | | | | 16.50% | | | | | | 17.31% | | | Q4’19 Annualized Efficiency Ratio(1) | | | | | 25% | | | | | | 54.60% | | | | | | 50.60% | | | | | | 50.13% | | | | | | | | 100% | | | | | | | | | | | | | | | | | | | | |
(1)
Performance targets for these goals were established using a projected 4th quarter annualized run rate, versus full year results, to allow for the full realization of cost savings associated with the Access acquisition.
Individual Goals
Most of the NEOs have a smaller portion of their MIP payouts based on individual goals. For each NEO, the CEO evaluates individualBoard. Actual performance against the relevant individual/divisional goals, determines whether the NEO met his or her individual goals for the plan year, and provides the information to the Compensation Committee as needed to assist with recommendations and decisions.
In 2019, Mr. Asbury’s individual goals centered on the ability of the Company to deliver on its strategic priorities of portfolio and revenue diversification, core funding growth, digital capability strengthening, management of teammates to achieve higher levels of performance, identification of ways to make banking easier for customers and integration of Access.
Mr. Gorman’s individual goals for 2019 were based on leading and supporting the merger and acquisition strategy and successfully integrating all accounting operations, reporting and treasury functions. In addition, Mr. Gorman was expected to provide leadership in the development of a comprehensive deposit growth and pricing strategy inclusive of the implementation of a market based regional pricing model. In addition, Mr. Gorman’s goals included completing the robotics process automation pilot project within the finance teams, and successfully executing a communication plan around the Company’s name and stock symbol change.
Ms. Tedesco’s individual goals for 2019 included completing an assessment of the organizational design of the business unit leadership to ensure alignment with the corporate strategy and helping to achieve synergies amongst the business units to further improve organic growth. In addition, she was 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. She was also expected to lead the introduction of the new brand identity and to build awareness and consideration of Atlantic Union Bank and Middleburg Financial.
Mr. Ring’s individual goals for 2019 were developed to ensure the achievement of business results and operational efficiencies. He was expected to play a significant role in achieving the strategic priority of diversifying loan portfolio and revenue streams. In addition, his goals included the successful integration of Access employees and clients. In addition, he was expected to focus on building coaching, training, tools and processes to enhance teammate performance.
Mr. Brown’s individual goals for 2019 primarily centered on driving and supporting the integration efforts associated with the Access acquisition, implementing recommendations to improve efficiency, and preparing the Bank operations teams for participation in the robotics process automation program in 2020. He was expected to re-evaluate the digital support model to help accelerate the implementation of new digital product offerings. In addition, his goals included delivering on business priorities by meeting service level agreements and providing business-level support through the project management office.
Award Payouts
Payouts were made to the NEOs under the 2019 MIP based on their achievement of both corporate and individual goals. The Compensation Committee has discretion under the MIP to withhold or adjust any incentive compensation in its sole discretion as it deems appropriate; the Compensation Committee did not make any adjustments under the MIP for 2019.
The portion of payouts under the 2019 MIP that were based on performance against corporate measures were based on actual corporate results assessed againstbetween threshold, target and superior performance levels as described above. Payouts for performance between threshold and superior wereis calculated using straight line interpolation using a 10% payout for threshold performance, a 100% payout for target performance, and a 150% payout for superior performance.
The selected corporate performance measures for 2022, their respective weightings and their threshold, target and superior performance levels are outlined below (dollars in thousands): | | Corporate Performance Measure(1) | | | Weighting | | | Threshold | | | Target | | | Superior | | | | | Net Operating Income | | | | | 25% | | | | | $ | 208,971 | | | | | $ | 229,638 | | | | | $ | 241,120 | | | | | | Operating ROA | | | | | 20% | | | | | | 1.06% | | | | | | 1.16% | | | | | | 1.22% | | | | | | Operating ROTCE | | | | | 30% | | | | | | 13.40% | | | | | | 14.71% | | | | | | 15.40% | | | | | | Operating Efficiency Ratio | | | | | 25% | | | | | | 60.10% | | | | | | 55.11% | | | | | | 52.60% | | | | | | | | | | | 100% | | | | | | | | | | | | | | | | | | | | | |
(1)
For information regarding how the Compensation Committee defined these performance measures for 2022, see “—Incentive Awards Payouts” below. Individual/Divisional Performance Measures Each NEO has a portion of their incentive award tied to their individual performance. The CEO annually evaluates all other NEOs’ individual performance and in 2022, he used the following assessment model which considers seven key areas of focus. The CEO’s evaluation is then provided to the Compensation Committee to assist in determining incentive award payments. The Compensation Committee leads the annual CEO performance evaluation.
In 2022, our assessment model included the following seven key areas of focus: | | Areas of Focus | | | Key Objectives | | | | | Strategic Plan, Formation & Execution | | | Successfully develops and implements business unit strategy, consistent with our overall strategic plan | | | | | Risk Management Initiatives & Key Metrics | | | Adheres to our management strategy and risk appetite through active partnership with all key risk stakeholders | | | | | Financial/Operating Results & Metrics | | | Manages to the financial plan for the executive’s area of responsibility | | | | | Leadership/People Management | | | Attracts, retains and develops diverse talent, defines future needs, evaluates current talent and makes changes where necessary | | | | | Operational Effectiveness & Scalability | | | Oversees, manages and drives operational efficiency, optimization and effectiveness to ensure a high delivery of service standards through the use of innovative solutions and automation | | | | | Customer (Internal and/or External) Experience | | | Builds strong customer relationships and delivers customer-centric solutions that are aligned to customer needs, driving high levels of customer satisfaction and engagement | | | | | Community Leadership & External Relationships | | | Promotes our mission and builds relationships with third party associations, businesses, social groups and other organizations that are beneficial to achieving our mission | | |
Incentive Award Payouts The following table shows the Company’sour performance against each corporate performance measure selected in 2022 and the resulting payout percentage (dollars in thousands): Corporate Performance Measure | | | Weighting | | | Actual Results | | | Achievement % | | | Payout % | | Net Operating Income(1) | | | | | 25% | | | | | $ | 223,692 | | | | | Slightly below target on all measures | | | | | 100% | | | | | | 99% | | | Q4’19 Annualized ROA(2) | | | | | 20% | | | | | | 1.32% | | | | | | | 99% | | | | | | 92% | | | Q4’19 Annualized ROTCE(3) | | | | | 30% | | | | | | 16.21% | | | | | | | 98% | | | | | | 91% | | | Q4’19 Annualized Efficiency Ratio(4) | | | | | 25% | | | | | | 51.96% | | | | | | | | | | 97% | | | | | | 69% | | | | | | | | 100% | | | | | | | | | | | | | | | | | | | | | | 88% | | |
| | Corporate Performance Measure | | | Weighting | | | Actual Results | | | | Achievement % | | | Payout % | | | | | Net Operating Income(1) | | | | | 25% | | | | | $ | 227,929 | | | | | Below Target | | | | | | 99% | | | | | | 93% | | | | | | Operating ROA(2) | | | | | 20% | | | | | | 1.14% | | | | | Below Target | | | | | | 98% | | | | | | 84% | | | | | | Operating ROTCE(3) | | | | | 30% | | | | | | 16.84% | | | | | Superior | | | | | | 114% | | | | | | 150% | | | | | | Operating Efficiency Ratio(4) | | | | | 25% | | | | | | 55.21% | | | | | At Target | | | | | | 100% | | | | | | 99% | | | | | | | | | | | 100% | | | | | | | | | | | | | | | | | | | | | | | 110% | | | |
(1)
Net operating income is adjusted for the after-tax impactexcludes from net income OREO gains, net of discontinued operations, OREO valuation adjustments, gains on sale of securities, gains,gain on sale of Dixon, Hubard, Feinour & Brown, Inc., and branch closures, Equipment Finance division start-up, loss on debt modification and insurance proceeds on a previously charged off loan.operations center closing costs and severance. (2)
TheOperating ROA is calculated by dividing net operating income amounts utilized in ROA are adjusted for the after-tax impact of discontinued operations, OREO valuation adjustments, securities gains, and loss on the Equipment Finance division start-up.(defined above) by our average total assets.
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TheOperating ROTCE is calculated by dividing net operating income amounts utilized in ROTCE are(defined above), as further adjusted for the after-tax impactto exclude preferred dividends and tax-effected amortization of discontinued operations, OREO valuation adjustments, securities gains, and loss on the Equipment Finance division start-up.intangible assets, by our average tangible common equity.
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The noninterest expense utilized in theOperating efficiency ratio is calculated by taking our adjusted fornon-interest expense and dividing it by our adjusted revenues. Adjusted noninterest expense excludes the amortization of intangible assets, discontinuedbranch and operations impact of Equipment Finance division start-upcenter closing costs and severance and OREO gains, net of valuation adjustments. TheAdjusted revenues exclude from noninterest income utilized in this calculation is adjusted forgain on sale of securities gains/losses.and the gain on sale of Dixon, Hubard, Feinour & Brown, Inc.
With respect to individual/divisional goals, payouts under the 2019 MIP were based on performance against both qualitative and quantitative goals. The following table describes the respective NEO’s achievement
against his or herThe following table describes key highlights of each NEO’s individual/divisional goalsperformance in 2022, and the associated payout percentage of their incentive award under the MIP for 2019 and the payout percentage,2022, in each case as approved by the Compensation Committee with respect(but for Mr. Brown, who was not eligible to each NEO:receive payment of an incentive award under the MIP due to his departure from the Company on June 30, 2022):
| | Name | | | Actual ResultsIndividual Performance Key Highlights | | | Payout % | | | | | John C. Asbury | | | Met expectationsAchieved excellent performance with the completion of the three-year strategic plan ending in his ability2022, and transitioned to deliver on the strategic prioritiesa new three-year plan with defined business objectives and priorities. Continued to drive the corporate resultsdemonstrate strong leadership capabilities by developing and attracting a first-rate executive team through his exemplary leadership style, his engagementboth transitions in and around potential mergerout of the organization during 2022. Achieved numerous individual honors and acquisition activityrecognition, and his interactions with internalthrough participation in significant banking industry, public and external customersprivate sector opportunities, has strengthened the Bank’s relationships and overall relationship building.reputation across our footprint. | | | 100%125% | | | | | Robert M. Gorman | | | Achieved above target performance relatedLed the process to leadingdevelop our next three-year strategic plan, and supportingclosed out the mergerprior plan which was successfully accomplished despite the unexpected challenges of the pandemic. Initiated and acquisitionled the sale of Dixon, Hubard, Feinour and Brown, Inc. to Cary Street Partners Financial. Directed and drove our customer deposit pricing strategy, exception pricing strategy, management of liquidity volatility, and successfully integrating all Access accounting operations,other liquidity/collateral management activities. Successfully positioned us to be fully transitioned from LIBOR by the regulatory deadline of June 30, 2023. Completed the full implementation of the Axiom Reporting and Planning System, a new consolidation, reporting, and treasury functions. Also achieved above target performance with respect to providing leadership in the development of a comprehensive deposit growth and pricing strategy. In addition, Mr. Gorman exceeded expectations with respect to successfully completing the robotics process automation pilot project and developing a plan to roll-out across the organization in 2020. He was also successful in executing all deliverables in a timely manner around the Company’s name and stock symbol change.budgeting system. | | | 135%125% | | | | | Maria P. Tedesco | | | Created leadership teamWith organic growth as a top priority for 2022, Ms. Tedesco led the prioritization of revenue producing and growth initiatives which resulted in strong performance in all wholesale categories, consumer deposits, consumer lending and business banking. She also continued to drivelead the revenue lines of businesses and realigned areas of responsibility where necessaryefforts to improve efficiencies. In addition, made significant achievements with respect to synergies amongsttransform the business units adding to an increased amount of teamwork across lines. In addition, she demonstrated intense focus on improving operational results and efficiency“modernize” the Bank in many different areas, including organizational design, leadership, brand, customer experience, operations, technology and creating a culture of customer centricity and differentiated service. She also achieved superior ratings with respect to the roll-out of the new brands of Atlantic Union Bank and Middleburg Financial across the franchise, in advertising, media and public relations.governance. | | | 135%125% | | David V. Ring | | | Achieved above target to superior performance with respect to certain commercial line of business measures including pre-tax net income, controllable expenses, controllable income, loan production and deposit growth. Grew loans by 8.5% despite record payoffs, exceeded non-interest income by $12 million, added municipal finance and equipment lending to suite of loan products, and also added several new Treasury Management products. Launched Treasury Management inside sales team to effectively support branch and business banking clients without the need for a face to face meeting. Successfully integrated Access commercial bankers by moving them into the segmented model and building a northern Virginia business banking team. Developed and published the year end community impact report for the first time at Atlantic Union. | | | 150% | | M. Dean Brown | | | IT provided services, hosted applications, and bank operations services were all delivered within committed service level agreements. There were no major/disruptive cyber incidents and overall phishing defenses were improved through system protections and teammate education. Mr. Brown led the | | | 135% | |
| | Name | | | Actual ResultsIndividual Performance Key Highlights | | | Payout % | | | | | | facilities team through significant upgrades, space consolidations and property sales in 2019. Under his direction, the Project Management Office successfully delivered 10 enterprise-wide projects including the execution of all aspects of the acquisition/integration/conversion of Access into Atlantic Union. The companies were integrated achieving all expected efficiencies while maintaining service level agreements and the control environments. The conversion of the core systems and associated processes and procedures was executed flawlessly with virtually no customer impact. Achieved his objective of aligning support and development groups with the digital product teams to ensure strategic alignment of resources and distinction in role clarity.David V. Ring | | | Under Mr. Ring’s leadership, the wholesale business exceeded its financial metrics while building new sources of revenue including foreign exchange, loan syndication, and asset-based lending (“ABL”). And through the reorganization of our credit delivery process, his teams have increased scale and improved production. Mr. Ring brought in the new ABL team in August 2022 and the team has already exceeded its original business plan targets. Through consistent prospect development and aligning prospecting with our geographic and risk appetite, approximately 40% of the wholesale clients acquired in 2022 were new to the Bank. | | | 125% | | | | | Shawn E. O’Brien | | | Mr. O’Brien provided excellent leadership during a year of continual transformation in his areas of responsibility, which ultimately resulted in bringing all facets of the Bank closer to the customer. His teams achieved success in maintaining a deposit base that allowed them to focus on loan growth, which growth was consistent throughout 2022. For the second year in a row, under his leadership, the Consumer Banking business was able to manage expenses under budget for much of the year even when faced with record high vacancy rates and rapid wage inflation. He also led the effort to rationalize the branch network through the consolidation of 16 branches in March 2022. | | | 125% | | |
In early 2020,2023, the Compensation Committee and the Company’sour Board of Directors approved the following incentive award payouts to the NEOs under the MIP for 2019:2022 (but for Mr. Brown) based on each NEO’s annualized base salary level in effect at year-end 2022. The Compensation Committee did not exercise its discretion to adjust any of the incentive award payouts. Name | | | Payout | | | % of Base Salary | | John C. Asbury | | | | $ | 614,720 | | | | | | 76.8% | | | Robert M. Gorman | | | | $ | 200,774 | | | | | | 48.7% | | | Maria P. Tedesco | | | | $ | 274,814 | | | | | | 58.4% | | | David V. Ring | | | | $ | 215,176 | | | | | | 56.3% | | | M. Dean Brown | | | | $ | 172,601 | | | | | | 48.1% | | |
| | Name | | | Incentive Award Payout | | | % of Base Salary | | | | | John C. Asbury | | | | $ | 977,766 | | | | | | 113% | | | | | | Robert M. Gorman | | | | $ | 324,369 | | | | | | 73% | | | | | | Maria P. Tedesco | | | | $ | 479,689 | | | | | | 79% | | | | | | David V. Ring | | | | $ | 243,425 | | | | | | 60% | | | | | | Shawn E. O’Brien | | | | $ | 195,148 | | | | | | 54% | | | |
Long-Term Incentive Compensation Long-termWe also use long-term incentive compensation is provided to members of the Executive Groupmotivate our executives to reward them for the executionexecute and achievement ofachieve long-term results and to generally align their interests with those of the Company’sour shareholders. The Compensation Committee approves long-term incentive compensation awards annually. The Compensation Committee does not time the approval of awards based on information, either positive or negative, about the Company that has not been publicly disseminated.
In making long-term incentive compensation determinations, the Compensation Committee considers the following: •
the Company’sour performance relative to peers;
•
industry-specific survey results;
•
the data and opinions offered by Pearl Meyer, the Compensation Committee’s independent compensation consultant; •
the Company’sour earnings, growth, and risk management practices and results; and
•
in determining the type of award to be granted, the accounting and tax treatment of the type of award that may be granted, for both the Companyus and the recipient.
The Company maintainsWe also maintain a stock ownership guidelinespolicy to support the objective of increasing the amount of Companyour common stock owned by NEOs and certain other members of managementour executive officers (including our NEOs), to align the financial interests of managementour executive officers with the general financial interests of our shareholders, and to seek to ensure that management hasour executive officers have a significant stake in the organization’sour long-term success.
Stock Incentive Plan As of December 31, 2019, the Company had outstanding equity awards to NEOs granted underIn 2021, our shareholders approved the Atlantic Union Bankshares Corporation Stock and Incentive Plan, (“AUB SIP”), previously known as the Union Bankshares Corporation Stock and Incentive Plan and, prior to that, the 2011 Stock Incentive Plan.
The AUB SIP was originally adopted by the Board and approved by the shareholders in 2011 but was amended and restated byMay 4, 2021, which we refer to as the Board on January 29, 2015 and became effective April 21, 2015, when approved by“AUB SIP”. Under the Company’s shareholders. It was further amended by the Board on May 20, 2019 to reflect the new name of the Company. The AUB SIP, makes 2,500,000we can grant up to 4,000,000 shares of the Company’sour common stock available for granting stock awards in the form of stock options, restricted stock, restricted stock units, stock awards, performance share unitsPSUs and performance cash awards to our eligible employees and non-employee directors of the Company and its subsidiaries.directors. The Compensation Committee administers the AUB SIP and has discretion with respect to determining whether, when, and to whom such awards may be granted. The Compensation Committee also determines the terms and conditions for each such award, including any vesting schedule subject(subject to Board approval, in the case of NEOs to Board approval.NEOs). As of December 31, 2019,2022, there were 964,7131,556,274 shares remaining inunder the AUB SIP for specificfuture grants and awards.
20192022 Long-Term Incentive PlanProgram Awards
The Compensation Committee believes thatgrants a combination of time-based restricted stock and PSU awards in order to balance our executives’ long-term incentive compensation should be balanced between retention and performance incentives and therefore a combination of restricted stock awards and performance share units are used.awards. The Compensation Committee believes that this combination, coupled with meaningful stock ownership requirements, reduces the risk profile of the awards while ensuring that our executives are focused on shareholder value and theour long-term success and increasing shareholder value. The 2022 Long-Term Incentive Program (“LTIP”) awards granted to our NEOs in February 2022 consisted of the Company. Based on a review of market-based vesting schedules forfollowing: | | Award Type | | | Portion of LTIP Awards | | | Vesting or Performance Period | | | | | Time-Based Restricted Stock | | | 40% | | | Three-year ratable vesting | | | | | Performance Share Units | | | 60% | | | Three-year performance period | | |
Time-Based Restricted Stock. The time-based restricted stock awards of its peer group, the Compensation Committee approved a change to the vesting schedule of new restricted stock awards to the Executive Group from a four-year period towill vest in equal annual installments over a three-year period, beginning in 2019. In addition, in orderprovided the executive remains employed through each vesting date, subject to further align the awards with the interests of shareholders, the weightingcertain exceptions. Performance Share Units. The PSUs are only earned upon our achievement of the selected performance share units was increased from 50% in 2018 and prior years to 60% in 2019. As a result of these changes, the 2019 Long-Term Incentive Plan (“LTIP”) had two components weighted as follows: •
40% of the executive’s target long-term incentive value was awarded as a restricted stock award vesting in one-third increments on each of the 1st, 2nd and 3rd anniversaries of the date of the grant; and
•
60% of the executive’s target long-term incentive value was awarded as performance share units.
The number of shares and units was calculated using the per share closing price of the Company’s common stock on the NASDAQ market on the grant date approved by the Board.
Executives may earn the performance share unit portion of their awards by achieving certain metrics asmeasure established by the Compensation Committee over a three-year performance period. In 2019,period, provided the executive remains employed through the payment date (which is the date within sixty days following the end of the three-year performance period that the Compensation Committee determinedcertifies the performance results), subject to continuecertain exceptions.
In 2022, the Compensation Committee continued its past practice of using a measure ofour TSR, relative TSR versusto the TSR of banks comprising the KBW Regional Banking Index. VestingIndex, as the performance measure for the 2022 LTIP awards. At the time of their grant in February 2022, the PSU awards would vest at the end of the performance share unit awards can range fromperiod based on a threshold of 10% (for relative TSR equal toat the 25th percentile of the peer banks) to25th percentile), a target of 100% (for relative TSR equal toat the 50th percentile of the peer banks) to50th percentile), and a maximum of 200% (for relative TSR equalat the 100th percentile). In August 2022, the Compensation Committee recommended that the Board approve an amendment to our 2022 PSU awards to change the 100th percentile)threshold payout level from 10% to 50%. Vesting for performanceThe Compensation Committee believes that this amendment better aligns with our compensation peer group and will allow us to maintain
market-competitive pay so we may continue to attract and retain high-performing executives. The Board approved this amendment in October 2022. Performance between the stated percentiles is calculated using straight line interpolation. Relative TSR below the 25th25th percentile of the peer banks wouldwill result in no vesting of the performance share unit2022 PSU awards. In addition, in the case of performance share units, each award isall 2022 LTIP awards (time-based restricted stock and PSUs) are subject to clawback by the Companyus as may be required by applicable law, SEC or NASDAQ rule orlisting exchange rules and regulation or the Company’sour Compensation Clawback Policy. Pursuant to the Company’sUnder our Compensation Clawback Policy, if the Company iswe are required to prepare an accounting restatement due to the Company’sour material noncompliance with any financial reporting requirement under the securities laws, the Compensation Committee will require, to the extent appropriate, the surrender or repayment of a portion or all of the cash and/or shares received in payment of the performance share units. The Company hasPSU and time-based restricted stock awards. We reserve the right to modify futureother long-term incentive awards granted to an executive should repayment not occur.they fail to surrender or repay the PSU and/or time-based restricted stock awards in compliance with this provision. 2019For a description of the treatment of time-based restricted stock and PSU awards upon termination, see “Potential Payments Upon Termination or Change in Control—Equity Awards” below.
2022 Long-Term Incentive Plan AwardsProgram Awards. The table below shows the number of shares and units granted as time-based restricted stock and PSU awards under the 2022 LTIP to our NEOs in February 2022: | | Name | | | Time-Based Restricted Stock | | | Performance Share Units(1) | | | | | John C. Asbury | | | | | 13,227 | | | | | | 19,841 | | | | | | Robert M. Gorman | | | | | 4,726 | | | | | | 7,088 | | | | | | Maria P. Tedesco | | | | | 7,107 | | | | | | 10,661 | | | | | | David V. Ring | | | | | 3,127 | | | | | | 4,691 | | | | | | Shawn E. O’Brien | | | | | 1,945 | | | | | | 2,918 | | | | | | M. Dean Brown | | | | | 2,940 | | | | | | 4,411 | | | |
As part(1)
The amount provided represents payment of the 2019 LTIP,2022 PSUs at target. 2020 Performance Share Unit Results The performance period for the 2020 PSUs ended on December 31, 2022. The performance measure for this award was our TSR, relative to the TSR of banks comprising the KBW Regional Banking Index. The 2020 PSUs had a payout threshold of 10% (for relative TSR at the 25th percentile), a target of 100% (for relative TSR at the 50th percentile), and a maximum of 200% (for relative TSR at the 100th percentile). | | Measure | | | | Threshold | | | | Target | | | | Maximum | | | | Actual Performance | | | | | Relative TSR(1) | | | | 25th percentile | | | | 50th percentile | | | | 100th percentile | | | | 35th percentile | | |
(1)
Measured relative to the KBW Regional Banking Index. Based on the above, the 2020 PSUs were earned at 46% of target. Payment of the earned portion of the 2020 PSUs occurred on February 14, 2019,15, 2023, the date the Compensation Committee approvedcertified the performance results, and recommended to the Board, which the Board then approved on February 21, 2019, awards of restrictedwere as follows: | | Name | | | 2020 Earned PSUs | | | | | John C. Asbury | | | | | 8,785 | | | | | | Robert M. Gorman | | | | | 3,321 | | | | | | Maria P. Tedesco | | | | | 4,016 | | | | | | David V. Ring | | | | | 2,154 | | | | | | Shawn E. O’Brien | | | | | 1,087 | | | | | | M. Dean Brown | | | | | 1,567 | | | |
stock and performance share units to the NEOs under the AUB SIP. The chart below shows the 2019 restricted stock and performance share unit awards:
Name | | | Restricted Stock | | | Performance Share Opportunity(1) | | John C. Asbury | | | | | 11,179 | | | | | | 16,769 | | | Robert M. Gorman | | | | | 3,918 | | | | | | 5,876 | | | Maria P. Tedesco | | | | | 4,731 | | | | | | 7,097 | | | David V. Ring | | | | | 2,562 | | | | | | 3,843 | | | M. Dean Brown | | | | | 2,208 | | | | | | 3,312 | | |
(1)
The performance share opportunity is presented as the target number of performance share units.
Executive Stock Ownership GuidelinesPolicy The Company’sOur stock ownership guidelines, as originally adopted in 2013 and amended effective January 1, 2018, werepolicy was developed based on a review of competitive market practice. Stock ownership guideline levelspractice for the NEOs arepurpose of enhancing the alignment of executive and shareholder interests. Our stock ownership policy applies to our executive officers based upon their position as follows:
Participant | | Position | | | Value of Shares Owned | | | | | Chief Executive Officer | | | 3x5× Base Salary | | | | | Bank President | | | 2x3× Base Salary | | | | | Chief Financial Officer | | | 2x3× Base Salary | | | | | Other Executive Officers | | | 1x1× Base Salary | | |
The guidelines statestock ownership policy states that each executive should achieve the designated level of stock ownership within a five-year period. Under the stock ownership policy, if the required stock ownership level is increased for an executive, there is an additional three-year period in which the executive is expected to achieve the new required ownership level. For a new executive officer, as defined in the guidelines,policy, the five-year period begins on January 1 of the year following his or her date of hire or designation as an executive officer. Prior to meeting the applicable stock ownership level guidelines,noted in our stock ownership policy, an executive officer must retain 50% of the pre-tax value of any new shares received as a result of vestingacquired through our incentive plans or exercise of awards grantedother equity compensation arrangements. Unexercised stock options and unearned PSUs are not counted toward an executive officer’s stock ownership level under the Company’s equity compensation plans.stock ownership policy. Each executive officer’s stock ownership level is reviewed annually by the Company and theour Compensation Committee. As of the April 20192022 review, all currentof our NEOs were in compliance with their respective stock ownership levels or on targetwere within the initial five-year period to achieve their respective stock ownership levels by the expirationcompliance. Employment Agreements On January 14, 2022, we entered into an employment agreement with Ms. Tedesco, in connection with her appointment as Chief Operating Officer of the five-year period. Executive Agreements
Bank. Also on January 14, 2022, we entered into an amended and restated employment agreement with each of Mr. Asbury and Mr. Gorman to make non-material, conforming changes to their pre-existing agreements for alignment with Ms. Tedesco’s agreement. Mr. Asbury, Mr. Gorman and Ms. Tedesco are theour only two NEOs who are covered under individualhave employment agreements with the Company. The terms of these agreements were negotiated and determined with the consideration of the best interests of the Company and our shareholders. In attracting and securing a talented team of executive officers, we believe we have positioned the Company to successfully execute our growth strategy and vision. The employment agreement with each of Mr. Asbury, Mr. Gorman and Ms. Tedesco had an initial term that ended on December 31, 2022, at which time it automatically renewed and will continue to renew on each December 31 thereafter, unless we give notice to the executive by September 30 before the applicable renewal date that the employment term will not be extended. Under each employment agreement, the executive’s base salary is reviewed annually by the Board, and each executive is eligible to participate in our short-term and long-term incentive compensation plans, at the discretion of our Board and Compensation Committee. Severance and Change in Control Arrangements We provide change in control benefits, and in certain circumstances severance benefits, specifically to retain our executive officers, including our NEOs, during a potential change in control and also to provide income continuation in the event of certain involuntary terminations. We believe these arrangements are consistent with peer practices and provide an appropriate level of compensation to our executive officers if their employment is terminated and they need to find comparable employment within a short period of time. The change in control benefits also allow our executives to pursue potential change in control transactions that are in the best interests of our shareholders regardless of whether such transactions may result in the loss of their own job.
Each of our employment agreements with Mr. Asbury, Mr. Gorman and Ms. Tedesco provide severance benefits in the event of certain involuntary terminations. In addition, we have entered into management continuity agreements with Mr. Asbury, Mr. Gorman and Ms. Tedesco that provide certain “double trigger” cash severance benefits in the event of a qualifying termination following a change in control. All of our other NEOs are participantsparticipate in the Atlantic Union Bankshares Corporation Executive Severance Plan as amended and restated effective May 20, 2019November 18, 2021 (the “Executive Severance Plan”). Employment and Change-in-Control Agreements
John C. Asbury. The Company entered into an employment agreement on August 23, 2016 with Mr. Asbury (the “Employment Agreement”) that provided for an initial term of three years that ended on December 31, 2019. The employment term automatically renewed on January 1, 2020 and automatically renews annually thereafter each January 1 for an additional calendar year unless the Company gives notice that the employment term will not be extended. Per the terms of the agreement, however, 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 any recommendations of the Compensation Committee with respect to such salary are reviewed annually by the Board. He is eligible to participate in the Company’s short-term
cash and long-term equity incentive plans. Incentive compensation under those plans is at the discretion of the Company’s Board and 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 voluntarily terminates his employment for Good Reason, orprovides severance benefits in the event the Company fails to renew the term of Mr. Asbury’s employment for calendar year 2021, the Company will generally be obligated to continue to provide the compensation andcertain involuntary terminations, including “double-trigger” cash severance 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 then current base salary and 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.
Robert M. Gorman. The Company entered into an employment agreement with Mr. Gorman effective as of July 17, 2012. Mr. Gorman’s agreement had 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.
Maria P. Tedesco, M. Dean Brown & David V. Ring. Ms. Tedesco and Messrs. Brown and Ring are participants in the Company’s Executive Severance Plan and are entitled to certain severance benefits upon termination of employment under specified termination events, as described further below.
Executive Severance Plan
The Executive Severance Plan provides benefits to certain key or critical employees of the Company, including but not limited to, all of the Company’s NEOs 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:
•
a lump sum payment equal to the executive’s annual base salary at the time of termination, plus an amount equal to the executive’s annual incentive bonus paid or payable for the prior year pro-rated for the then-current calendar year through the termination date;
•
a lump sum payment equal to 12 times the Company-paid monthly subsidy for group health and dental plans;
•
outplacement services for 12 months provided in accordance with Company guidelines; and
•
any earned but unpaid obligations under any other benefit plan of the Company (“accrued obligations”).
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 Ms. Tedesco, Messrs. Brown and Ring) 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
•
a lump sum payment equal to two times the sum of the executive’s annual base salary at the time of termination plus an amount equal to the executive’s highest annual incentive bonus paid or payable, including by reason of deferral, for the two most recently completed years;
•
a lump sum payment equal to 24 times the Company-paid monthly subsidy for group health and dental plans;
•
outplacement services for 12 months provided in accordance with Company guidelines; and
•
any accrued obligations.
Tier 2
•
a lump sum payment equal to the executive’s annual base salary at the time of termination plus an amount equal to the executive’s highest annual incentive bonus paid or payable, including by reason of deferral, for the two most recently completed years;
•
a lump sum payment equal to 12 times the Company-paid monthly subsidy for group health and dental plans;
•
outplacement services for 12 months provided in accordance with Company guidelines; and
•
any accrued obligations.
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 (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.
Potential Post-Employment Payments
Estimated potential payments to members of the Executive Group, upon the termination of their employment, including a termination following a change in control.
For a more detailed description of the severance and change in control ifbenefits applicable are set forth into our NEOs, including a description of the Potentialvesting provisions for our time-based restricted stock and PSU awards, see the discussion below under “Potential Payments Upon Termination or Change in Control.” In Control table.addition, effective June 30, 2022, Mr. Brown departed from the Company, resulting in his receipt of certain benefits under our Executive Severance Plan. For a more detailed description of his severance payments, see “Potential Payments Upon Termination or Change in Control—Severance Agreement with Mr. Brown” and “—Actual Payments to Mr. Brown” below. Executive Perquisites and Other Benefits The Company also providesWe provide limited perquisites to members of its Executive Group. our executive officers, as follows.
In accordance with the Company’sour vehicle policy, Messrs. Asbury, Ring and RingO’Brien and Ms. Tedesco are provided with Company-owned and -maintainedmaintained vehicles for business use, and any personal use thereof is considered a perquisite to the NEO, as reflected in the 2019 All Other Compensation Table. In addition, as part of their offers of employment,NEO. Both Mr. Asbury and Ms. Tedesco and Mr. Ring received relocation assistance benefitsalso receive reimbursement of certain club memberships. Our NEOs participate in 2018. All NEOs are covered under aour financial planning allowance program, thatwhich provides for reimbursement of certain financial planning expenses up to a $10,000 (net of taxes) annual limit. The CompanyIn addition, we also provides to all NEOs the benefit ofprovide our executive officers an executive health program, includingwhich for the NEOs includes an annual physical and concierge membership.
In 2019 the Company added an executive benefit toWe also provide additional long-term disability coverage to executives who are unable (due to plan restrictions) to obtain the 60% of base salary coverage under the Company’sour standard Long-Term Disability benefit. All of the NEOs are covered under this program.
All members of the Executive Group currently have mobile devices, which are considered integral to the performance of their jobs and are paid for by the Company (in accordance with the Company’s cell phone policy).
Other Benefits and Agreements All members of the Executive GroupOur executive officers are eligible to participate in the health and welfare benefit programs available to all of the Company’sour employees. These programs include medical, dental, and vision coverages, short- and long-term disability plans, and life insurance. All members of the Executive GroupOur executive officers are also eligible to participate in theour Employee Stock Ownership Plan sponsored by the Company.Plan.
In addition, the Company haswe have a 401(k) profit-profit sharing plan. All members of the Executive Groupplan, and our executive officer participate in this plan and are fully vested in their own contributions. The Company’sOur discretionary matching contributions vest at 100% uponon two years of service. The Company and Mr. Gormaneach NEO are also parties to bank owned life insurance (“BOLI”) agreements. Generally, under each BOLI agreement, the Company haswe 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 histhe executive’s estate, as may be
applicable, under the provisions of the applicable agreement, and a death benefit will also be paid to the Company.us. Any death benefit paid to the Companyus will be in excess of any death benefit paid to the insured executive’s designated beneficiary.
The Company entered into BOLI agreements with Mr. Gorman in 2014 and 2015, both of which carry afollowing table outlines the respective cumulative death benefit for hisbenefits that would be paid to each executive’s designated beneficiary or estate of $100,000.pursuant to any BOLI agreements we have entered into with the executive. | | Name | | | Death Benefit | | | | | John C. Asbury | | | | $ | 100,000 | | | | | | Robert M. Gorman | | | | $ | 300,000 | | | | | | Maria P. Tedesco | | | | $ | 100,000 | | | | | | David V. Ring | | | | $ | 100,000 | | | | | | Shawn E. O’Brien | | | | $ | 100,000 | | | |
Mr. Brown is no longer eligible for any death benefits under his BOLI agreement because his employment with us ended before he reached retirement age (age 65). Executive Compensation in 20202023 In November 2019,2022, the Compensation Committee beganconducted an executive compensation review with data and analyses provided by Pearl Meyer,Meridian, its independent compensation consultant.consultant at that time. The purpose of the review iswas 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 2020.2023. Individual positions are benchmarked as part of the review against comparable positions at other organizations in terms of role, level, and responsibilities. The review indicated that in the aggregate compensation levels fell within the competitive range for each pay component (i.e.,(meaning, plus or minus ten percent15% of the market median); however, competitive positioning varied by individual executive.individual. Compensation Levels Relative to Peer Group
Element | | | Percent of
Median | | Base Salaries | | | | | 99% | | | Actual Total Cash Compensation | | | | | 101% | | | Target Total Cash Compensation | | | | | 101% | | | Target Total Direct Compensation | | | | | 100% | | |
In February 2020,2023, the Compensation Committee and Board met and approved new base salaries for the NEOs. The new NEO base salaries wereAt the same time in February the Compensation Committee also approved byand recommended to the Board on February 20, 2020 as follows: Name | | | 2020 Base Salary | | | 2020 % Increase | | 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% | | |
The Compensation Committee and Board of Directors also approvedfor approval a change in the short-term incentive opportunitiesopportunity for Ms. Tedesco and Messrs. Asbury and Gorman and Ms. Tedesco,Ring and a change in the long-term incentive opportunitiesopportunity for allMr. Asbury. All of the NEOs.these changes were made to ensure that targeted compensation to our individual executives remains competitive. As a result of these approvals the new base salaries and the target incentive opportunities for theall NEOs for 20202023 are as follows:
Name | | | 2020 Short-Term Target as % of Base Salary | | | 2020 Long-Term Target as % of Base Salary | | John C. Asbury | | | | | 90% | | | | | | 135% | | | Robert M. Gorman | | | | | 55% | | | | | | 100% | | | Maria P. Tedesco | | | | | 65% | | | | | | 105% | | | David V. Ring | | | | | 45% | | | | | | 70% | | | M. Dean Brown | | | | | 45% | | | | | | 65% | | |
| | | | | 2023 Base Salary | | | 2023% Increase | | | | | John C. Asbury | | | | $ | 900,000 | | | | | | 4% | | | | | | Robert M. Gorman | | | | $ | 485,781 | | | | | | 10% | | | | | | Maria P. Tedesco | | | | $ | 630,691 | | | | | | 4% | | | | | | David V. Ring | | | | $ | 511,396 | | | | | | 25% | | | | | | Shawn E. O’Brien | | | | $ | 408,153 | | | | | | 12% | | | |
| | | | | Incentive Opportunity | | | | | | | | 2023 Short-Term | | | 2023 Long-Term | | | | | John C. Asbury | | | | | 100% | | | | | | 180% | | | | | | Robert M. Gorman | | | | | 70% | | | | | | 105% | | | | | | Maria P. Tedesco | | | | | 75% | | | | | | 115% | | | | | | David V. Ring | | | | | 55% | | | | | | 75% | | | | | | Shawn E. O’Brien | | | | | 45% | | | | | | 65% | | | |
REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that appearsprovided above in this proxy statement. Based on its reviewsthis review and discussions,discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’sour Annual Report on Form 10-K for the year ended December 31, 2019.2022. Respectfully submitted by the members of the Compensation Committee, Linda V. Schreiner, Chairman
Beverley E. Dalton Chair Frank Russell Ellett
Thomas P. Rohman
F. Blair Wimbush
EXECUTIVE COMPENSATION Summary Compensation Table The following Summary Compensation Table provides information on the compensation accrued, paid, or paidawarded to our NEOs by the Company or its subsidiaries during the years indicatedindicated. | | Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards(1) ($) | | | Non-Equity Incentive Plan Compensation(2) ($) | | | All Other Compensation(3) ($) | | | Total ($) | | | | | John C. Asbury President and CEO of the Company; CEO of the Bank | | | | | 2022 | | | | | | 859,733 | | | | | | — | | | | | | 1,381,053 | | | | | | 977,766 | | | | | | 107,643 | | | | | | 3,326,195 | | | | | | | 2021 | | | | | | 832,000 | | | | | | — | | | | | | 1,173,345 | | | | | | 1,073,280 | | | | | | 114,664 | | | | | | 3,193,289 | | | | | | | 2020 | | | | | | 826,667 | | | | | | — | | | | | | 1,069,929 | | | | | | 871,603 | | | | | | 126,571 | | | | | | 2,894,770 | | | | | | Robert M. Gorman EVP and Chief Financial Officer of the Company | | | | | 2022 | | | | | | 438,788 | | | | | | — | | | | | | 493,398 | | | | | | 324,369 | | | | | | 31,359 | | | | | | 1,287,914 | | | | | | | 2021 | | | | | | 424,634 | | | | | | — | | | | | | 433,101 | | | | | | 356,056 | | | | | | 37,786 | | | | | | 1,251,577 | | | | | | | 2020 | | | | | | 422,573 | | | | | | — | | | | | | 404,501 | | | | | | 269,515 | | | | | | 30,532 | | | | | | 1,127,121 | | | | | | Maria P. Tedesco EVP of the Company; President and Chief Operating Officer of the Bank | | | | | 2022 | | | | | | 602,032 | | | | | | — | | | | | | 742,064 | | | | | | 479,689 | | | | | | 62,358 | | | | | | 1,886,143 | | | | | | | 2021 | | | | | | 489,060 | | | | | | — | | | | | | 802,097 | | | | | | 441,621 | | | | | | 58,410 | | | | | | 1,791,188 | | | | | | | 2020 | | | | | | 485,925 | | | | | | — | | | | | | 489,146 | | | | | | 366,844 | | | | | | 44,346 | | | | | | 1,386,261 | | | | | | David V. Ring EVP of the Company; Wholesale Banking Group Executive of the Bank | | | | | 2022 | | | | | | 406,495 | | | | | | — | | | | | | 326,512 | | | | | | 243,425 | | | | | | 53,734 | | | | | | 1,030,166 | | | | | | | 2021 | | | | | | 393,382 | | | | | | — | | | | | | 295,777 | | | | | | 249,760 | | | | | | 34,848 | | | | | | 973,767 | | | | | | | 2020 | | | | | | 391,472 | | | | | | | | | | | | 262,305 | | | | | | 196,848 | | | | | | 34,211 | | | | | | 884,836 | | | | | | Shawn E. O’Brien(4) EVP of the Company; Consumer and Business Banking Group Executive of the Bank | | | | | 2022 | | | | | | 352,907 | | | | | | — | | | | | | 203,099 | | | | | | 195,148 | | | | | | 30,899 | | | | | | 782,053 | | | | | | M. Dean Brown Former EVP of the Company; Former Chief Information Officer & Head of Enterprise Operations of the Bank | | | | | 2022 | | | | | | 197,285 | | | | | | — | | | | | | 307,009 | | | | | | — | | | | | | 521,830 | | | | | | 1,026,124 | | | | | | | 2021 | | | | | | 369,910 | | | | | | — | | | | | | 289,143 | | | | | | 196,422 | | | | | | 43,848 | | | | | | 899,323 | | | | | | | 2020 | | | | | | 368,114 | | | | | | — | | | | | | 229,025 | | | | | | 196,090 | | | | | | 36,602 | | | | | | 829,831 | | | |
(1)
The amounts reported reflect the aggregate grant date fair value of the time-based restricted stock and PSUs granted to our NEOs, computed in accordance with FASB ASC Topic 718. The grant date fair value of each award was determined based on the fair value of our common stock on the grant date except that the fair value of each PSU was estimated using the Monte Carlo simulation model. A discussion of our assumptions related to stock-based compensation are found in Note 14, “Employee Benefits and Stock Based Compensation,” to our consolidated financial statements included in our 2022 Annual Report on Form 10-K. In addition, for 2022, this amount includes the incremental fair value associated with the October 1, 2022 modification to the PSU awards granted in 2022. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2022 Long-Term Incentive Program Awards” above and the Grants of Plan-Based Awards Table below for additional details. The Stock Awards column in our 2022 proxy statement contained an error that over-reported the amount of each applicable NEOs PSU awards in 2021 and 2020 by calculating the fair value of those awards based on the closing price of our common stock on the date of grant, rather than using the Monte Carlo simulation model; we have corrected these errors in this proxy statement. All PSU awards granted to NEOs were accounted for using the Monte Carlo simulation model in our financial statement footnotes in all years presented.
(2)
See “Compensation Discussion and Analysis—Short-Term Incentive Compensation” above for a description of how the Compensation Committee determined the incentive payments awarded in 2022. (3)
The details of the components of this column are provided in the table below entitled “2022 All Other Compensation Table.” (4)
Mr. O’Brien became a named executive officer for the first time in 2022. 2022 All Other Compensation Table | | Name | | | Company Contributions to Retirement and 401(k) Plans(1) ($) | | | Dividends on Restricted Stock Awards(2) ($) | | | Other Plan Payments(3) ($) | | | BOLI Income ($) | | | Other Benefits ($) | | | Total ($) | | | | | John C. Asbury | | | | | 13,687 | | | | | | 31,539 | | | | | | 18,205 | | | | | | 113 | | | | | | 44,099(4) | | | | | | 107,643 | | | | | | Robert M. Gorman | | | | | 13,687 | | | | | | 11,508 | | | | | | 4,111 | | | | | | 550 | | | | | | 1,502(4) | | | | | | 31,358 | | | | | | Maria P. Tedesco | | | | | 13,687 | | | | | | 23,261 | | | | | | 8,511 | | | | | | 144 | | | | | | 16,756(4) | | | | | | 62,359 | | | | | | David V. Ring | | | | | 13,687 | | | | | | 7,730 | | | | | | 4,231 | | | | | | 125 | | | | | | 27,961(4) | | | | | | 53,734 | | | | | | Shawn E. O’Brien | | | | | 13,687 | | | | | | 4,355 | | | | | | 1,290 | | | | | | 70 | | | | | | 11,497(4) | | | | | | 30,899 | | | | | | M. Dean Brown | | | | | 13,687 | | | | | | 3,729 | | | | | | 2,712 | | | | | | 36 | | | | | | 501,666(5) | | | | | | 521,830 | | | |
(1)
Represents matching contributions made by the Company to the Company’s 401(k) plan and discretionary employer contributions made by the Company to the Employee Stock Ownership Plan on behalf of the individuals. (2)
The executives receive the same cash dividends on restricted shares as holders of common stock. (3)
Represents premiums paid on supplemental long-term disability benefits for each executive under the Supplemental Individual Disability Plan. (4)
Represents (a) the aggregate incremental costs for personal use of Company-owned cars for Messrs. Asbury, Ring and O’Brien and Ms. Tedesco calculated based on the annual costs for us to own and operate each car, taking into account depreciation, insurance, maintenance and fuel; (b) financial planning services for Messrs. Asbury, Brown and O’Brien and Ms. Tedesco; (c) country club dues for Mr. Asbury and Ms. Tedesco, and (d) executive health benefits provided to all NEOs. 2019 SUMMARY COMPENSATION TABLE
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards(1) ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation (MIP)(2) ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation(3) ($) | | | Total ($) | | John C. Asbury President and Chief Executive Officer, Atlantic Union Bankshares Corporation and Chief Executive Officer, Atlantic Union Bank | | | | | 2019 | | | | | | 779,875 | | | | | | — | | | | | | 999,979 | | | | | | — | | | | | | 614,720 | | | | | | — | | | | | | 86,995 | | | | | | 2,481,569 | | | | | | 2018 | | | | | | 674,375 | | | | | | — | | | | | | 815,096 | | | | | | — | | | | | | 782,904 | | | | | | — | | | | | | 60,129 | | | | | | 2,332,504 | | | | | | 2017 | | | | | | 650,000 | | | | | | — | | | | | | 552,492 | | | | | | — | | | | | | 479,816 | | | | | | — | | | | | | 48,698 | | | | | | 1,731,006 | | | Robert M. Gorman EVP and Chief Financial Officer, Atlantic Union Bankshares Corporation | | | | | 2019 | | | | | | 407,771 | | | | | | — | | | | | | 350,429 | | | | | | — | | | | | | 200,774 | | | | | | — | | | | | | 29,803 | | | | | | 988,777 | | | | | | 2018 | | | | | | 383,425 | | | | | | — | | | | | | 269,729 | | | | | | — | | | | | | 261,230 | | | | | | — | | | | | | 29,761 | | | | | | 944,145 | | | | | | 2017 | | | | | | 372,257 | | | | | | — | | | | | | 243,676 | | | | | | — | | | | | | 192,908 | | | | | | — | | | | | | 30,029 | | | | | | 838,870 | | | Maria P. Tedesco(4) EVP, Atlantic Union Bankshares Corporation and President, Atlantic Union Bank | | | | | 2019 | | | | | | 466,875 | | | | | | — | | | | | | 423,206 | | | | | | — | | | | | | 274,814 | | | | | | — | | | | | | 71,645 | | | | | | 1,236,540 | | | | | | 2018 | | | | | | 114,375 | | | | | | 100,000 | | | | | | 300,017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 314,838 | | | | | | 829,230 | | | | | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | David V. Ring(4) EVP, Atlantic Union Bankshares Corporation and Commercial Banking Group Executive, Atlantic Union Bank | | | | | 2019 | | | | | | 380,070 | | | | | | — | | | | | | 229,171 | | | | | | — | | | | | | 215,176 | | | | | | — | | | | | | 32,713 | | | | | | 857,130 | | | | | | 2018 | | | | | | 369,000 | | | | | | 75,000 | | | | | | 203,905 | | | | | | — | | | | | | 238,276 | | | | | | — | | | | | | 112,584 | | | | | | 998,765 | | | | | | 2017 | | | | | | 94,500 | | | | | | — | | | | | | 75,008 | | | | | | — | | | | | | 43,433 | | | | | | — | | | | | | 3,105 | | | | | | 216,046 | | | M. Dean Brown EVP, Atlantic Union Bankshares Corporation and Chief Information Officer & Head of Banking Operations, Atlantic Union Bank | | | | | 2019 | | | | | | 356,286 | | | | | | — | | | | | | 197,506 | | | | | | — | | | | | | 172,601 | | | | | | — | | | | | | 41,485 | | | | | | 767,878 | | | | | | 2018 | | | | | | 340,374 | | | | | | — | | | | | | 188,122 | | | | | | — | | | | | | 208,093 | | | | | | — | | | | | | 42,188 | | | | | | 778,777 | | | | | | 2017 | | | | | | 330,460 | | | | | | — | | | | | | 149,447 | | | | | | — | | | | | | 166,698 | | | | | | — | | | | | | 28,344 | | | | | | 674,949 | | |
(5)
Amounts in this column for Mr. Brown include the following: financial planning and executive health benefits provided before his separation in the amount of $10,109, and a lump sum severance payment in accordance with our Executive Severance Plan in the amount of $491,557. For additional information regarding his severance payments, including the value of his accelerated equity awards, see “Potential Payments Upon Termination or Change in Control—Severance Agreement with Mr. Brown” and “—Actual Payments to Mr. Brown” below.
Grants of Plan-Based Awards in 2022 The following table provides information regarding stock awards granted in 2022 and the annual cash incentive compensation award opportunity for 2022 for each NEO. | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | | | Grant Date Fair Value of Stock Awards(4) ($) | | | | | Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | | John C. Asbury | | | | | N/A | | | | | | 86,528 | | | | | | 865,280 | | | | | | 1,297,920 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,921 | | | | | | 19,841 | | | | | | 39,682 | | | | | | — | | | | | | 831,735 | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,227 | | | | | | 519,160 | | | | | | | 10/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,158(5) | | | | | | Robert M. Gorman | | | | | N/A | | | | | | 28,705 | | | | | | 287,052 | | | | | | 430,579 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,544 | | | | | | 7,088 | | | | | | 14,176 | | | | | | — | | | | | | 297,129 | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,726 | | | | | | 185,496 | | | | | | | 10/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,774(5) | | | | | | Maria P. Tedesco | | | | | N/A | | | | | | 42,450 | | | | | | 424,504 | | | | | | 636,756 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,331 | | | | | | 10,661 | | | | | | 21,322 | | | | | | — | | | | | | 446,909 | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,107 | | | | | | 278,950 | | | | | | | 10/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,205(5) | | | | | | David V. Ring | | | | | N/A | | | | | | 20,456 | | | | | | 204,559 | | | | | | 306,838 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,346 | | | | | | 4,691 | | | | | | 9,382 | | | | | | — | | | | | | 196,647 | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,127 | | | | | | 122,735 | | | | | | | 10/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,130(5) | | | | | | Shawn E. O’Brien | | | | | N/A | | | | | | 16,399 | | | | | | 163,990 | | | | | | 245,985 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,459 | | | | | | 2,918 | | | | | | 5,836 | | | | | | — | | | | | | 122,323 | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,945 | | | | | | 76,341 | | | | | | | 10/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,435(5) | | | | | | M. Dean Brown | | | | | N/A | | | | | | 17,312 | | | | | | 173,118 | | | | | | 259,677 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,206 | | | | | | 4,411 | | | | | | 8,822 | | | | | | — | | | | | | 184,909 | | | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,940 | | | | | | 115,395 | | | | | | | 10/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,705(5) | | | |
(1)
Represents the possible payout range under the MIP for annual cash incentive awards granted in 2022, with all payments subject to achievement of corporate and individual/divisional performance measures. The annual cash incentive awards earned by and paid to the NEOs in 2022 under the MIP are shown in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” (2)
Reflects PSU awards granted under the LTIP. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2022 Long-Term Incentive Program Awards” for additional details. Any PSUs earned will be paid after the Compensation Committee certifies the performance results, which must occur within the 60-day period following the end of the performance period. (3)
Reflects time-based restricted stock awards granted under the LTIP. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2022 Long-Term Incentive Program Awards” for additional details. (4)
The amounts reported reflect the aggregate grant date fair value of the awards, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards CodificationFASB ASC Topic 718, Compensation — Stock Compensation. Stock awards consist of both restricted and performance-based awards. The performance-based awards in the above table assume the probable outcome of performance conditions is equal to the targeted potential value of the awards, which is less than the maximum performance level.718. The grant date fair valuesvalue of the performance-based awards in the table above,each award was determined based on achievementthe fair value of our common stock on the maximum performance level, would be as follows:
| | | 2019 | | | 2018 | | | 2017 | | Asbury | | | | $ | 1,199,990 | | | | | $ | 815,096 | | | | | $ | 552,492 | | | Gorman | | | | $ | 420,487 | | | | | $ | 269,728 | | | | | $ | 187,070 | | | Tedesco | | | | $ | 507,861 | | | | | $ | 600,034 | | | | | | — | | | Ring | | | | $ | 275,005 | | | | | $ | 203,904 | | | | | | — | | | Brown | | | | $ | 237,007 | | | | | $ | 188,122 | | | | | $ | 149,448 | | |
Restricted awards vest over periods ranging from one to four years. For valuation andgrant date except that the fair value of each PSU was estimated using the Monte Carlo simulation model. A discussion of theour assumptions related to restricted and performance-based awards, refer to the Company’s 2019 Form 10-Kfor stock-based compensation are found in Note 1614, “Employee Benefits and Stock Based Compensation” ofCompensation,” to our consolidated financial statements included in our 2022 Annual Report on Form 10-K.
(5)
The amount reported reflects the notesincremental fair value associated with the October 1, 2022 adjustment to the consolidated financial statements.PSUs granted in 2022, computed in accordance with FASB ASC Topic 718.
(2)
Represents cash award for individual and company performance under the MIP based upon achievement of specific goals approved by the Company’s Compensation Committee. Achievement of specific goals and amount of cash award are determined by the Company’s Compensation Committee and submitted to the Company’s Board for approval.
(3)
The details of the components of this column are provided in a separate table below.
(4)
Ms. Tedesco joined the Company on September 28, 2018 and Mr. Ring joined the Company on September 27, 2017.
2019 ALL OTHER COMPENSATION TABLE
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 | | | | | 11,200 | | | | | | 31,106 | | | | | | 19,045 | | | | | | — | | | | | | 25,644 | | | | | | 86,995 | | | Robert M. Gorman | | | | | 11,200 | | | | | | 11,871 | | | | | | 6,440 | | | | | | 292 | | | | | | — | | | | | | 29,803 | | | Maria P. Tedesco | | | | | 11,200 | | | | | | 3,454 | | | | | | 5,393 | | | | | | — | | | | | | 51,598 | | | | | | 71,645 | | | David V. Ring | | | | | 11,200 | | | | | | 5,934 | | | | | | 5,405 | | | | | | — | | | | | | 10,174 | | | | | | 32,713 | | | M. Dean Brown | | | | | 11,200 | | | | | | 8,320 | | | | | | 5,022 | | | | | | — | | | | | | 16,943 | | | | | | 41,485 | | |
(1)
The executives receive the same cash dividends on restricted shares as holders of regular common stock.
(2)
Represents contributions made by the Company to the Employee Stock Ownership Plan on behalf of the individuals. Also includes premiums paid on supplemental long-term disability benefits for each executive under the Supplemental Individual Disability Plan.
(3)
Represents income associated with the personal use of Company owned vehicles for Messrs. Asbury and Ring and Ms. Tedesco, financial planning services for Messrs. Asbury and Brown, executive health benefits for Messrs. Asbury, Brown and Ring and Ms. Tedesco, and country club dues for Ms. Tedesco.
Stock Option Grants and Stock Awards in 2019
The Grants of Plan-Based Awards in 2019 table and the Outstanding Equity Awards at Fiscal Year End 2019 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 2019 through December 2021.
The following table provides information with regard to the stock awards granted during 2019 (and reported as Stock Awards in the Summary Compensation Table) and the annual cash incentive compensation award opportunity for 2019 for the NEOs.
GRANTS OF PLAN-BASED AWARDS IN 2019
| | | 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 | | | | | | 68,000 | | | | | | 680,000 | | | | | | 1,020,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,179 | | | | | | — | | | | | | — | | | | | | 399,984 | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,677 | | | | | | 16,769 | | | | | | 33,538 | | | | | | — | | | | | | — | | | | | | — | | | | | | 599,995 | | | Robert M. Gorman | | | | | N/A | | | | | | 20,613 | | | | | | 206,133 | | | | | | 309,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,918 | | | | | | — | | | | | | — | | | | | | 140,186 | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 588 | | | | | | 5,876 | | | | | | 11,752 | | | | | | — | | | | | | — | | | | | | — | | | | | | 210,243 | | | Maria P. Tedesco | | | | | N/A | | | | | | 28,215 | | | | | | 282,150 | | | | | | 423,225 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,731 | | | | | | — | | | | | | — | | | | | | 169,275 | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 710 | | | | | | 7,097 | | | | | | 14,194 | | | | | | — | | | | | | — | | | | | | — | | | | | | 253,931 | | | David V. Ring | | | | | N/A | | | | | | 17,187 | | | | | | 171,866 | | | | | | 257,799 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,562 | | | | | | — | | | | | | — | | | | | | 91,668 | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 384 | | | | | | 3,843 | | | | | | 7,686 | | | | | | — | | | | | | — | | | | | | — | | | | | | 137,503 | | | M. Dean Brown | | | | | N/A | | | | | | 16,161 | | | | | | 161,611 | | | | | | 242,417 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,208 | | | | | | — | | | | | | — | | | | | | 79,002 | | | | | | | | 2/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 331 | | | | | | 3,312 | | | | | | 6,624 | | | | | | — | | | | | | — | | | | | | — | | | | | | 118,503 | | |
(1)
Represents cash award for individual and Company performance under the MIP based upon achievement of specific goals. The annual cash incentive awards earned by the NEOs in 2019 under the MIP are shown in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” Maximum represents the potential payout for performance that exceeds expectations.
(2)
Reflects performance share unit awards. The awards vest based on the achievement of TSR compared to companies comprising the KBW Regional Banking Index at the end of a three-year performance period. Vesting of the performance share unit awards can range from a threshold of 10% (for relative TSR equal to the 25th percentile of the peer banks) to a target of 100% (for relative TSR equal to 50th percentile of the peer banks) to a maximum of 200% (for relative TSR equal to 100th percentile). Vesting for performance between the stated percentiles is calculated using straight line interpolation. Relative TSR below the 25th percentile of the peer banks will result in no vesting of the performance share unit awards. Any stock units earned will be paid during the first two and a half months after the end of the performance period.
(3)
Reflects time-based restricted stock awards.
(4)
The amounts reported reflect the aggregate grant date fair value of the awards computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The grant date per share fair value for both the restricted and performance-based awards was based on the per share closing price of the Company’s common stock on the grant date. The performance-based awards in the above table assume the probable outcome of performance conditions is equal to the target potential value of the awards. Restricted awards have vesting periods between one and four years from the date of grant. For valuation and discussion of the assumptions related to restricted and performance-based awards, refer to the Company’s 2019 Form 10-K Note 16 of the notes to the consolidated financial statements on “Employee Benefits and Stock Based Compensation”.
Year-End 2022
The following table shows certain information regarding outstanding time-based restricted stock and PSU awards for non-vested stock (includes restricted and performance stock) atpreviously granted to our NEOs that were outstanding as of December 31, 2019 for the NEOs.2022. None of theour NEOs held
any outstanding stock options as of December 31, 2019. This2022. As reflected in the table disclosesbelow, all of Mr. Brown’s outstanding restricted stock awards whose ultimate valueaccelerated and vested on July 9, 2022 in accordance with the applicable award agreement and his severance agreement and release of claims. In addition, Mr. Brown is unknown and has not been realized (i.e., dependent on future resultsalso eligible to receive a pro-rated payout of certain measures). OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019
| | | | | | | | | 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 | | | | | | 7,416 | | | | | | 278,471 | | | | | | — | | | | | | — | | | | | | | | 2/22/2018 | | | | | | 10,897 | | | | | | 409,182 | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | 11,179 | | | | | | 419,771 | | | | | | — | | | | | | — | | | | | | | | 1/1/2017 – 12/31/2019 | | | | | | — | | | | | | — | | | | | | 7,416 | | | | | | 278,471 | | | | | | | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 10,897 | | | | | | 409,182 | | | | | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 16,769 | | | | | | 629,676 | | | Robert M. Gorman | | | | | 2/25/2016 | | | | | | 2,007 | | | | | | 75,363 | | | | | | — | | | | | | — | | | | | | | | 2/23/2017 | | | | | | 2,511 | | | | | | 94,288 | | | | | | — | | | | | | — | | | | | | | | 2/22/2018 | | | | | | 3,606 | | | | | | 135,405 | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | 3,918 | | | | | | 147,121 | | | | | | — | | | | | | — | | | | | | | | 1/1/2017 – 12/31/2019 | | | | | | — | | | | | | — | | | | | | 2,511 | | | | | | 94,288 | | | | | | | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 3,606 | | | | | | 135,405 | | | | | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 5,876 | | | | | | 220,644 | | | Maria P. Tedesco | | | | | 2/21/2019 | | | | | | 4,731 | | | | | | 177,649 | | | | | | — | | | | | | — | | | | | | | | 11/1/2018 – 10/31/2021 | | | | | | — | | | | | | — | | | | | | 8,671 | | | | | | 325,596 | | | | | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 7,097 | | | | | | 266,492 | | | David V. Ring | | | | | 11/1/2017 | | | | | | 1,100 | | | | | | 41,305 | | | | | | — | | | | | | — | | | | | | | | 2/22/2018 | | | | | | 2,726 | | | | | | 102,361 | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | 2,562 | | | | | | 96,203 | | | | | | — | | | | | | — | | | | | | | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 2,726 | | | | | | 102,361 | | | | | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 3,843 | | | | | | 144,305 | | | M. Dean Brown | | | | | 2/25/2016 | | | | | | 1,603 | | | | | | 60,193 | | | | | | — | | | | | | — | | | | | | | | 2/23/2017 | | | | | | 2,006 | | | | | | 75,325 | | | | | | — | | | | | | — | | | | | | | | 2/22/2018 | | | | | | 2,515 | | | | | | 94,438 | | | | | | — | | | | | | — | | | | | | | | 2/21/2019 | | | | | | 2,208 | | | | | | 82,910 | | | | | | — | | | | | | — | | | | | | | | 1/1/2017 – 12/31/2019 | | | | | | — | | | | | | — | | | | | | 2,006 | | | | | | 75,325 | | | | | | | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 2,515 | | | | | | 94,438 | | | | | | | | 1/1/2019 – 12/31/2021 | | | | | | — | | | | | | — | | | | | | 3,312 | | | | | | 124,366 | | |
(1)
This column represents restricted stock awards. RestrictedPSU awards vest over one to four years from date of grant.based on our performance during the applicable performance period(s) related thereto.
| | | | | Stock Awards | | | | | Name | | | Grant Date or Performance Period | | | Number of Shares of Stock That Have Not Vested (#) | | | Market Value of Shares of Stock That Have Not Vested(1) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested(2) (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | | | | John C. Asbury | | | | | 2/20/2020 | | | | | | 4,244(3) | | | | | | 149,134 | | | | | | — | | | | | | — | | | | | | | 2/23/2021 | | | | | | 7,972(4) | | | | | | 280,136 | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | 13,227(5) | | | | | | 464,797 | | | | | | — | | | | | | — | | | | | | | 1/1/2020-12/31/2022 | | | | | | 8,785(6) | | | | | | 308,705 | | | | | | — | | | | | | — | | | | | | | 1/1/2021-12/31/2023 | | | | | | — | | | | | | — | | | | | | 17,938(7) | | | | | | 630,341(7) | | | | | | | 1/1/2022-12/31/2024 | | | | | | — | | | | | | — | | | | | | 19,841(7) | | | | | | 697,213(7) | | | | | | Robert M. Gorman | | | | | 2/20/2020 | | | | | | 1,604(3) | | | | | | 56,365 | | | | | | — | | | | | | — | | | | | | | 2/23/2021 | | | | | | 3,014(4) | | | | | | 105,912 | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | 4,726(5) | | | | | | 166,072 | | | | | | — | | | | | | — | | | | | | | 1/1/2020-12/31/2022 | | | | | | 3,321(6) | | | | | | 116,700 | | | | | | — | | | | | | — | | | | | | | 1/1/2021-12/31/2023 | | | | | | — | | | | | | — | | | | | | 6,781(7) | | | | | | 238,284(7) | | | | | | | 1/1/2022-12/31/2024 | | | | | | — | | | | | | — | | | | | | 7,088(7) | | | | | | 249,072(7) | | | | | | Maria P. Tedesco | | | | | 2/20/2020 | | | | | | 1,940(3) | | | | | | 68,172 | | | | | | — | | | | | | — | | | | | | | 2/23/2021 | | | | | | 3,818(4) | | | | | | 134,165 | | | | | | — | | | | | | — | | | | | | | 12/9/2021 | | | | | | 3,649(8) | | | | | | 128,226 | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | 7,107(5) | | | | | | 249,740 | | | | | | — | | | | | | — | | | | | | | 1/1/2020-12/31/2022 | | | | | | 4,016(6) | | | | | | 141,122 | | | | | | — | | | | | | — | | | | | | | 1/1/2021-12/31/2023 | | | | | | — | | | | | | — | | | | | | 8,591(7) | | | | | | 301,888(7) | | | | | | | 1/1/2022-12/31/2024 | | | | | | — | | | | | | — | | | | | | 10,661(7) | | | | | | 374,628(7) | | | | | | David V. Ring | | | | | 2/20/2020 | | | | | | 1,040(3) | | | | | | 36,546 | | | | | | — | | | | | | — | | | | | | | 2/23/2021 | | | | | | 2,094(4) | | | | | | 73,583 | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | 3,127(5) | | | | | | 109,883 | | | | | | — | | | | | | — | | | | | | | 1/1/2020-12/31/2022 | | | | | | 2,154(6) | | | | | | 75,692 | | | | | | — | | | | | | — | | | | | | | 1/1/2021-12/31/2023 | | | | | | — | | | | | | — | | | | | | 4,712(7) | | | | | | 165,580(7) | | | | | | | 1/1/2022-12/31/2024 | | | | | | — | | | | | | — | | | | | | 4,691(7) | | | | | | 164,842(7) | | | | | | Shawn E. O’Brien | | | | | 2/20/2020 | | | | | | 525(3) | | | | | | 18,449 | | | | | | — | | | | | | — | | | | | | | 2/23/2021 | | | | | | 1,140(4) | | | | | | 40,060 | | | | | | — | | | | | | — | | | | | | | 2/24/2022 | | | | | | 1,945(5) | | | | | | 68,347 | | | | | | — | | | | | | — | | | | | | | 1/1/2020-12/31/2022 | | | | | | 1,087(6) | | | | | | 38,197 | | | | | | — | | | | | | — | | | | | | | 1/1/2021-12/31/2023 | | | | | | — | | | | | | — | | | | | | 2,566(7) | | | | | | 90,169(7) | | | | | | | 1/1/2022-12/31/2024 | | | | | | — | | | | | | — | | | | | | 2,918(7) | | | | | | 102,539(7) | | | | | | M. Dean Brown | | | | | 1/1/2020-12/31/2022 | | | | | | 1,567(9) | | | | | | 55,064 | | | | | | — | | | | | | — | | | | | | | 1/1/2021-12/31/2023 | | | | | | — | | | | | | — | | | | | | 2,216(10) | | | | | | 77,870(10) | | | | | | | 1/1/2022-12/31/2024 | | | | | | — | | | | | | — | | | | | | 735(10) | | | | | | 25,828(10) | | | |
(2) (1)
The market valueComputed by multiplying the number of the stock awards that have not vested, as shownshares reported in the above table, was determined based onpreceding column by the per share closing price of the Company’sour common stock on December 31, 2019 ($37.55). The shares subject to performance vesting are reported in this table at the target level2022 of achievement in accordance with the SEC rules.$35.14 per share.
(3) (2)
This column represents performance share unit awards. The performance-based shares ultimately received by an NEORepresents PSUs that are based uponsubject to the achievement of specific goals. The actual payout of shares, if any, will be determined by a non-discretionary formula whichpre-established performance measures the Company’s performance over a three-year period and is subject to approval by the Company’s Compensation Committee in its sole discretion for such three-year periods.
Stock Option Exercisesofficer’s continued service through the payment date, which is the date following the end of the three-year performance period that the Compensation Committee certifies the performance results. Any PSUs that vest will be converted to shares of our common stock on a one-for-one basis. PSUs that do not vest will be forfeited.
(3)
2020 time-based restricted stock (“TRS”). This award vested on February 20, 2023. (4)
2021 TRS. One-half of the outstanding TRS vested on February 23, 2023, and one-half is scheduled to vest on February 23, 2024. (5)
2022 TRS. One-third of the outstanding award vested on February 24, 2023, one-third is scheduled to vest on February 24, 2024, and one-third is scheduled to vest on February 24, 2025. (6)
2020 PSU (Performance Achieved). Represents PSUs earned upon satisfaction of performance at 46%, subject to the officer’s continued service through the payment date. These PSUs were vested and paid February 15, 2023. See the description of our company’s performance and satisfaction of the performance measures for the 2020 PSUs in “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2020 Performance Share Unit Results” above. (7)
PSUs (Performance Not Yet Achieved). The number of unearned PSUs reported assumes the units are earned and vested at the targeted performance level. (8)
2021 TRS. All of the outstanding award is scheduled to vest on December 9, 2023. (9)
2020 PSU (Performance Achieved). Represents a prorated portion, based on the number of months employed during the performance period, of the originally granted PSUs earned upon satisfaction of performance to be paid on the payment date in accordance with Mr. Brown’s PSU award agreement. These PSUs were vested and paid February 15, 2023. See the description of our company’s performance and satisfaction of the performance measures for the 2020 PSUs in “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2020 Performance Share Unit Results” above. (10)
PSUs (Performance Not Yet Achieved). The number of unearned PSUs reported represents a prorated portion, based on the number of months employed during the performance period, of the originally granted PSUs and assumes the units are earned and vested at the targeted performance level. Stock Vested in 20192022 The following table provides information that is intended to enable investors to understand the value of the equity realized by the NEOs upon the vesting of stock during the most recent fiscal year. None of the NEOs exercised any stock options during 2019.2022, nor do they hold any outstanding stock options. | | | | | Stock Awards | | | | | Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) | | | | | John C. Asbury | | | | | 34,880 | | | | | | 1,415,278 | | | | | | Robert M. Gorman | | | | | 12,167 | | | | | | 493,885 | | | | | | Maria P. Tedesco | | | | | 16,397 | | | | | | 649,671 | | | | | | David V. Ring | | | | | 8,101 | | | | | | 328,907 | | | | | | Shawn E. O’Brien | | | | | 2,543 | | | | | | 100,920 | | | | | | M. Dean Brown | | | | | 13,289 | | | | | | 501,806 | | | |
OPTION EXERCISES AND STOCK VESTED IN 2019(1)
| | | 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 | | | | | 7,556 | | | | | | 283,577 | | | | | | 38,539 | | | | | | 1,459,087 | | | Robert M. Gorman | | | | | 5,269 | | | | | | 188,438 | | | | | | 4,415 | | | | | | 141,148 | | | Maria P. Tedesco | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | David V. Ring | | | | | 550 | | | | | | 20,642 | | | | | | — | | | | | | — | | | M. Dean Brown | | | | | 3,604 | | | | | | 121,109 | | | | | | 3,528 | | | | | | 112,790 | | |
The value realized is the gross number of shares that vested multiplied by the closing stock price of the Company’sour common stock on the date of vesting.vesting date. For purposes of this table, where a vesting date was a non-business day, we used the Company’sclosing price of our common stock closing price on the business day prior tobefore the vesting date was used.date. Nonqualified Deferred Compensation Plansfor 2022 The Company offersWe offer a nonqualified deferred compensation plan administered by the Virginia Bankers Association (“VBA”) Benefits Corporation under which eligible executives and non-employee directors may elect annually
to defer compensation paid to them by the Company.us on a pre-tax basis. The VBA’s nonqualified deferred compensation plan is a defined contribution plan under which contributions are posted to the participant’s account at the time of the actual deferral and the account is credited with earnings commensurate with the elected investments. The available investment options are our common stock and the funds available for directed investment under the Virginia Bankers Association Master Defined Contribution Plan. 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. During 2019, none Participants elect, in advance of the current NEOs participateddeferral of their compensation, the timing for when the funds will be distributable to them. In general, a participant may elect distributions to occur on a specific date before termination of employment, upon termination of employment for any reason including retirement, death or disability, or on a change in control. Participants may also select the form in which benefits will be paid, which can be either as a lump sum or had an account balance in substantially equal installments, payable annually, over a term of no less than 2 years and no more than 20 years. The following table summarizes the nonqualified deferred compensation plan.for the NEOs in 2022. | | Name | | | Executive Contributions in Last FY(1) ($) | | | Registrant Contributions in Last FY ($) | | | Aggregate Earnings in Last FY ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE(2) ($) | | | | | John C. Asbury | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | Robert M. Gorman | | | | | 75,000 | | | | | | — | | | | | | (17,153) | | | | | | — | | | | | | 130,799 | | | | | | Maria P. Tedesco | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | David V. Ring | | | | | 81,299 | | | | | | — | | | | | | (39,854) | | | | | | — | | | | | | 218,308 | | | | | | Shawn E. O’Brien | | | | | 160,372 | | | | | | — | | | | | | (61,775) | | | | | | — | | | | | | 353,038 | | | | | | M. Dean Brown | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
Retirement Plans(1)
These amounts are included in the Summary Compensation Table. (2)
Of the amounts disclosed in this column, the following amounts were previously reported as compensation to the NEO in a Summary Compensation Table prior to 2022: Gorman—$64,800 and Ring—$177,022. Potential Payments upon Termination or Change in Control Employment Agreements of Mr. Asbury, Mr. Gorman and Ms. Tedesco The Company does not participate in a defined benefit retirement plan; however,employment agreements between the Company does have a defined contribution plan for all eligible employees, includingand each of Mr. Asbury, Mr. Gorman and Ms. Tedesco require us to make certain severance payments and provide severance benefits to the membersapplicable executive upon the termination of the Executive Group. This plan is known formally executive’s employment with the Company under certain circumstances. Termination Without Cause or for Good Reason. Under each employment agreement, if we terminate the executive’s employment without “Cause” (as the Atlantic Union Bankshares Corporation 401(k) Profit Sharing Plan, or informally as the 401(k) Plan. All members of the Executive Group currently participatedefined in the 401(k) Plan. Each NEO participant is fully vested inagreement) or if the executive terminates his or her own contributionsemployment for “Good Reason” (as defined in the agreement), the executive will be entitled to payment of the executive’s then current base salary for a period of two years from the termination date paid in installments as if the executive had remained employed, plus a welfare benefit paid in a lump sum equal to the 401(k) Plan. The Company provides discretionary matchingproduct of our monthly contribution to group health, dental and vision insurance benefits times 24 (the “Welfare Benefit”). Payment of such compensation and benefits contributions is subject to plan participants. The Company’s matching contributions are fully vested after two years. Post-employment Compensation
As discussedreceipt from the executive of a signed release and waiver of claims and satisfaction of the other requirements, conditions and limitations set forth in the Compensationagreement.
Failure to Renew Employment Agreement. If we fail to renew the executive’s employment agreement for calendar year 2023 or thereafter, the executive will be entitled to payment of the executive’s base salary for one year from the termination date paid in installments as if the executive had remained employed, plus a welfare benefit paid in a lump sum equal to the product of our monthly contribution to group health,
dental and vision insurance benefits times 12. Payment of such compensation and benefits contributions is subject to receipt from the executive of a signed release and waiver of claims and satisfaction of the other requirements, conditions and limitations set forth in the agreement. Death. If the executive’s employment is terminated due to death, we will pay his or her designated beneficiary or estate an amount equal to the executive’s then current base salary for a period of six months in installments as if the executive had remained employed. Cause. In the event of a termination for Cause, each executive is only entitled to receive his or her accrued but unpaid base salary and any unreimbursed expenses he or she may have incurred before the date of termination. Change in Control. Each employment agreement terminates in the event there is a change in control of the Company, at which time the management continuity agreements detailed below will become effective and any termination benefits will be determined and paid solely pursuant to the applicable management continuity agreement. Management Continuity Agreement of Mr. Asbury, Mr. Gorman and Ms. Tedesco We have entered into management continuity agreements with each of Mr. Asbury, Mr. Gorman and Ms. Tedesco, which have the same term and renewal provisions as their respective employment agreement described above under “Compensation Discussion and Analysis above,Analysis—Employment Agreements.” Under each management continuity agreement, we or our successor must continue to employ each executive for a term of two years after the date of a “Change in Control” of the Company (as defined in the agreement). This two-year protection period was reduced from a three-year protection period previously provided in the management continuity agreements with Messrs. Asbury and Gorman prior to their amendment and restatement on January 14, 2022. Under their respective agreements, each executive will retain commensurate authority and responsibilities, compensation and benefits, and will receive a base salary equal to or greater than the base salary they received in the year immediately prior to the Change in Control and an annual bonus equal to or greater than the average annual bonus they received for the two years immediately prior to the Change in Control. If the executive’s employment is terminated during the two-year protection period following a Change in Control, other than for death, “Cause” or “Disability” (each as defined in the agreement), or if the executive terminates his or her employment for “Good Reason” (as defined in the agreement), each executive will be entitled to a lump sum cash payment after the date of termination in an amount equal to: •
any benefits and compensation (including short- and long-term incentive awards) which have entered intobeen earned or become payable, but have not yet been paid, including any amounts previously deferred (paid within ten days of termination); •
a prorated annual bonus for the year of termination (paid within ten days of termination); •
two times the sum of the executive’s then-current base salary, plus the highest annual bonus paid or payable to the executive for the two most recently completed fiscal years (paid within 60 days of termination); and •
the Welfare Benefit. Each management continuity agreement also provides for a “cutback” to certain minimum payments and benefits so that the payments do not trigger an excise tax. Payment of any severance and other benefits under the agreement is subject to receipt from the executive of a signed release and waiver of claims and satisfaction of the other requirements, conditions and limitations set forth in the agreement. If the executive’s employment is terminated due to their disability or death during the two-year protection period following a Change in Control, we will pay him or her, or their designated beneficiary, as applicable, a lump sum payment in an amount equal to six months of the executive’s then-current base salary, plus the amount of the Welfare Benefit.
Executive Severance Plan The Executive Severance Plan provides benefits to certain of our executive officers, including our NEOs (other than Mr. Asbury, Mr. Gorman and Ms. Tedesco, as described above), in the event of: (i) the executive’s involuntary termination by us without cause or (ii) the executive’s involuntary termination by us without cause or by the executive for good reason within three years following a Change in Control of the Company; as defined in the Executive Severance Plan and further described below. Termination Without Cause—No Change in Control. Under the Executive Severance Plan, if a participant is involuntarily terminated by us without cause, and such termination is not in connection with, or occurs more than three years following, a Change in Control of the Company, the executive will receive: •
a lump sum payment equal to the sum of (i) the executive’s annualized base salary at the time of termination, plus (ii) an amount equal to the executive’s annual incentive bonus paid or payable for the year immediately prior to the termination date, pro-rated for the then-current calendar year through the termination date; •
a lump sum payment equal to 12 times the Company-paid monthly subsidy for group health and dental plans; •
outplacement services for 12 months provided in accordance with our guidelines; and •
any earned but unpaid obligations under any of our other benefit plans (“accrued obligations”). Termination Following a Change in Control. The Executive Severance Plan also provides certain enhanced post-termination benefits for eligible “Tier 1 Executives” (including each of the participating NEOs) in the case of a termination without cause or for good reason, if such termination occurs within three years following a Change in Control of the Company. This enhanced post-termination benefit is provided in a tiered structure to participants in the Executive Severance Plan. Messrs. O’Brien and Ring are (and Mr. Brown before he departed the Company was) identified as “Tier 1 Executives” under the Executive Severance Plan, and would be entitled to receive the following enhanced post-termination benefits in the event of their termination without cause or for good reason within three years of a Change in Control of the Company: •
a lump sum cash payment equal to two times the sum of (i) the executive’s annualized base salary at the time of termination plus (ii) the executive’s highest annual incentive bonus paid or payable, including by reason of deferral, for the two most recently completed years; •
a lump sum cash payment equal to 24 times the Company-paid monthly subsidy for group health and dental plans; •
outplacement services for 12 months provided in accordance with our guidelines; and •
any accrued obligations. 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 us to receive any benefits under the Executive Severance Plan (other than the accrued obligations). An executive who is a party to another agreement with us that provides severance or severance-type benefits upon termination of employment is not eligible to participate in the Executive Severance Plan. In addition, no benefits will be paid to the extent they are duplicative of benefits under any other plans or agreements with the Company. The Board and the Compensation Committee reserve the right to amend, modify or terminate the Executive Severance Plan at any time if they determine that it is necessary or desirable to do so. Equity Awards Time-Based Restricted Stock. Under our time-based restricted stock award agreement, all unvested shares of restricted stock will automatically vest if the executive’s employment is terminated (a) due to death or permanent and total disability, (b) when the executive is entitled to severance under an employment agreement or the Executive Severance Plan (each as described above), (c) due to retirement at or after
age 65 with the consent of the Compensation Committee, or (d) due to retirement before reaching age 65, if the Compensation Committee, in its sole discretion, waives forfeiture of the unvested shares. In addition, all unvested shares of restricted stock will automatically vest following a Change in Control of the Company (as defined in the AUB SIP) if (i) the award is assumed by the surviving entity and a management continuitythe executive is terminated without cause (as defined in the award agreement or “changean applicable employment agreement) or for good reason within two years of the Change in control”Control, or (ii) on the date of the Change in Control, if the surviving entity does not assume or equitably convert the award. Performance-Based Restricted Stock Units. Under our PSU award agreement, if the executive’s employment is terminated before the payment date (a) due to death or permanent and total disability, (b) when the executive is entitled to severance under an employment agreement or the Executive Severance Plan (each as described above), (c) due to retirement at or after age 65 with the Company,consent of the Compensation Committee, or (d) due to retirement before reaching age 65 (if the Compensation Committee, in its sole discretion, waives forfeiture of the unvested units), then a pro rata portion of the units earned based on the Compensation Committee’s determination of the level of achievement for the performance goal for the entire performance period will vest and be paid on the payment date; provided that in certain instances, the executive complies with or enters into, as the same may have been amended or restated.applicable, a non-competition agreement. In addition, Messrs.if there is a Change in Control of the Company (as defined in the award agreement) on or before the end of the performance period, and the executive remains employed until the Change in Control, the target number of units will be deemed earned and will vest and be paid upon the consummation of the Change in Control. Severance Agreement with Mr. Brown Effective June 30, 2022, Mr. Brown departed from the Company and Ringhe became entitled to certain payments and Ms. Tedesco are eligible to receive benefits described under the Company’s Executive“Executive Severance Plan. Plan” section above and his equity awards accelerated under the applicable award agreements. In connection with his receipt of these payments and benefits, on July 1, 2022, we entered into a severance agreement and release of claims with Mr. Brown, which included certain non-solicitation provisions which apply for one year following his separation date, as well as certain confidentiality obligations. For additional information on the payments received by Mr. Brown, see “—Actual Payments to Mr. Brown” below. Table Showing Potential Payments upon Termination or Change in Control The following table provides the estimatedshows potential post-employment payments that would be due to our current NEOs upon a termination of employment from the Company for various reasons, and payments that would be due to our current NEOs upon a change in control, in each case assuming that those events occurred on December 31, 2022. If we terminate any NEO’s employment for “cause” or if the executive resigns without “good reason,” then we will have no further obligations to such NEO except for payment of any amounts earned and unpaid as of the effective date of the termination. Accordingly, those events are omitted from the table. In addition, Mr. Ring and Mr. O’Brien are not eligible for severance upon their termination for good reason under the Executive Severance Plan before a change in control and, therefore, we have omitted good reason (without change in control) from the table for each of the executives under certain termination scenarios, if termination had occurred as ofthem. At December 31, 2019. Under no2022, none of our current scenarioNEOs were eligible for retirement (defined as achieving age 65 in our equity awards) and, therefore, we have omitted retirement from the table.
For purposes of the table below, a “qualifying termination” is defined as termination by us without “cause” or termination by the executive for “good reason,” in each case as defined in the applicable agreement or plan. | | Name and Event | | | Cash(1) | | | BOLI Payment(2) | | | Value of Accelerated Vesting | | | Total | | | | Restricted Stock(3) | | | PSUs(4) | | | | John C. Asbury | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination Events | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Without Cause (without Change in Control) | | | | | 2,731,966 | | | | | | — | | | | | | 1,202,772 | | | | | | 652,632 | | | | | | 4,587,370 | | | | | | Good Reason (without Change in Control) | | | | | 2,731,966 | | | | | | — | | | | | | 1,202,772 | | | | | | 652,632 | | | | | | 4,587,370 | | | | | | Change in Control with Qualifying Termination | | | | | 4,878,526 | | | | | | — | | | | | | 1,202,772 | | | | | | 1,327,554 | | | | | | 7,408,852 | | | | | | Failure to Renew Employment Agreement | | | | | 1,854,866 | | | | | | — | | | | | | 1,202,772 | | | | | | 652,632 | | | | | | 3,710,270 | | | | | | Death (without Change in Control) | | | | | 444,460 | | | | | | 100,000 | | | | | | 1,202,772 | | | | | | 652,632 | | | | | | 2,399,864 | | | | | | Disability (without Change in Control) | | | | | 11,820 | | | | | | — | | | | | | 1,202,772 | | | | | | 652,632 | | | | | | 1,867,224 | | | | | | Death (with Change in Control) | | | | | 456,280 | | | | | | 100,000 | | | | | | 1,202,772 | | | | | | 652,632 | | | | | | 2,411,684 | | | | | | Disability (with Change in Control) | | | | | 456,280 | | | | | | — | | | | | | 1,202,772 | | | | | | 652,632 | | | | | | 2,311,684 | | | | | | Change in Control | | | | | — | | | | | | — | | | | | | — | | | | | | 1,327,554 | | | | | | 1,327,554 | | | | | | Robert M. Gorman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination Events | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Without Cause (without Change in Control) | | | | | 1,233,647 | | | | | | — | | | | | | 445,048 | | | | | | 241,880 | | | | | | 1,920,575 | | | | | | Good Reason (without Change in Control) | | | | | 1,233,647 | | | | | | — | | | | | | 445,048 | | | | | | 241,880 | | | | | | 1,920,575 | | | | | | Change in Control with Qualifying Termination | | | | | 1,945,759 | | | | | | — | | | | | | 445,048 | | | | | | 487,357 | | | | | | 2,878,164 | | | | | | Failure to Renew Employment Agreement | | | | | 779,008 | | | | | | — | | | | | | 445,048 | | | | | | 241,880 | | | | | | 1,465,936 | | | | | | Death (without Change in Control) | | | | | 233,830 | | | | | | 300,000 | | | | | | 445,048 | | | | | | 241,880 | | | | | | 1,220,758 | | | | | | Disability (without Change in Control) | | | | | 13,020 | | | | | | — | | | | | | 445,048 | | | | | | 241,880 | | | | | | 699,948 | | | | | | Death (with Change in Control) | | | | | 246,850 | | | | | | 300,000 | | | | | | 445,048 | | | | | | 241,880 | | | | | | 1,233,778 | | | | | | Disability (with Change in Control) | | | | | 246,850 | | | | | | — | | | | | | 445,048 | | | | | | 241,880 | | | | | | 933,778 | | | | | | Change in Control | | | | | — | | | | | | — | | | | | | — | | | | | | 487,357 | | | | | | 487,357 | | | | | | Maria P. Tedesco | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination Events | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Without Cause (without Change in Control) | | | | | 1,711,397 | | | | | | — | | | | | | 721,424 | | | | | | 326,134 | | | | | | 2,758,956 | | | | | | Good Reason (without Change in Control) | | | | | 1,711,397 | | | | | | — | | | | | | 721,424 | | | | | | 326,134 | | | | | | 2,758,956 | | | | | | Change in Control with Qualifying Termination | | | | | 2,670,775 | | | | | | — | | | | | | 721,424 | | | | | | 676,515 | | | | | | 4,068,714 | | | | | | Failure to Renew Employment Agreement | | | | | 1,095,543 | | | | | | — | | | | | | 721,424 | | | | | | 326,134 | | | | | | 2,413,102 | | | | | | Death (without Change in Control) | | | | | 312,637 | | | | | | 100,000 | | | | | | 721,424 | | | | | | 326,134 | | | | | | 1,460,196 | | | | | | Disability (without Change in Control) | | | | | 9,420 | | | | | | — | | | | | | 721,424 | | | | | | 326,134 | | | | | | 1,056,979 | | | | | | Death (with Change in Control) | | | | | 322,057 | | | | | | 100,000 | | | | | | 721,424 | | | | | | 326,134 | | | | | | 1,469,616 | | | | | | Disability (with Change in Control) | | | | | 322,057 | | | | | | — | | | | | | 721,424 | | | | | | 326,134 | | | | | | 1,369,616 | | | | | | Change in Control | | | | | — | | | | | | — | | | | | | — | | | | | | 676,515 | | | | | | 676,515 | | | |
| | Name and Event | | | Cash(1) | | | BOLI Payment(2) | | | Value of Accelerated Vesting | | | Total | | | | Restricted Stock(3) | | | PSUs(4) | | | | David V. Ring | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination Events | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Without Cause (without Change in Control) | | | | | 677,562 | | | | | | — | | | | | | 295,703 | | | | | | 165,334 | | | | | | 1,138,599 | | | | | | Change in Control with Qualifying Termination | | | | | 1,355,794 | | | | | | — | | | | | | 295,703 | | | | | | 330,421 | | | | | | 1,981,919 | | | | | | Death | | | | | — | | | | | | 100,000 | | | | | | 295,703 | | | | | | 165,334 | | | | | | 561,037 | | | | | | Disability | | | | | — | | | | | | — | | | | | | 295,703 | | | | | | 165,334 | | | | | | 461,037 | | | | | | Change in Control | | | | | — | | | | | | — | | | | | | — | | | | | | 330,421 | | | | | | 330,421 | | | | | | Shawn E. O’Brien | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination Events | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Without Cause (without Change in Control) | | | | | 584,590 | | | | | | — | | | | | | 165,053 | | | | | | 94,292 | | | | | | 843,935 | | | | | | Change in Control with Qualifying Termination | | | | | 1,157,180 | | | | | | — | | | | | | 165,053 | | | | | | 192,708 | | | | | | 1,514,940 | | | | | | Death | | | | | — | | | | | | 100,000 | | | | | | 165,053 | | | | | | 94,292 | | | | | | 359,345 | | | | | | Disability | | | | | — | | | | | | — | | | | | | 165,053 | | | | | | 94,292 | | | | | | 259,345 | | | | | | Change in Control | | | | | — | | | | | | — | | | | | | — | | | | | | 192,078 | | | | | | 192,078 | | | |
(1)
Represents amount due under their respective employment agreement, management continuity agreement, and/or our Executive Severance Plan, as applicable, as described above. For the purpose of calculating payments to Mr. Ring and Mr. O’Brien for a termination without cause or a change in control with a qualifying termination, we have estimated the value of 12 months of outplacement services to be $12,000. (2)
This amount represents payment under each executive’s respective BOLI agreement(s). (3)
This amount represents the market value of unvested time-based restricted stock awards that would vest in connection with each noted termination event, based on the closing price of our common stock on December 31, 2022 of $35.14 per share. (4)
For each event, other than following a change in control, this amount represents the market value of a pro rata portion of the NEO’s unvested PSUs, based on the closing price of our common stock on December 31, 2022 of $35.14 per share. The pro rata portion of each PSU award is determined by a fraction, the numerator of which is the number of months in the performance period during which the executive was continuously employed by us and the denominator of which is the number of months in the entire performance period. The pro rata portion of the PSUs will anyvest on the last day of each applicable performance period, based on our actual performance. With respect to the 2020 PSUs for which the performance conditions were met at 46% of target at December 31, 2022, but which remained unvested at year-end, the number of shares included in the PSUs column is based on our actual performance. With respect to all other PSU awards, the number of shares that vest for each NEO, and thus the value reflected in the table, assumes that PSUs are achieved at the “target” performance level. If there is a change in control of the Company (as defined in the agreement) on or before the end of the performance period, and the executive officerremains employed until the change in control, the target number of PSUs will be deemed earned and will vest and be paid upon the consummation of the change in control. Therefore, for a change in control, this amount represents the market value of the unvested target level of PSUs based on the closing price of our common stock on December 31, 2022 of $35.14 per share.
Actual Payments Payable to Mr. Brown As noted above, our Executive Severance Plan does not provide for severance benefits in the event of an executive’s voluntary resignation and the Company does not pay out severance in such circumstance. The following table summarizes the actual post-termination payments that Mr. Brown is entitled to under our Executive Severance Plan and the terms of the applicable restricted stock and PSU award agreements, following his termination without cause effective June 30, 2022. | | Description | | | | | | | | | Amount | | | | | Cash(1) | | | | | | | | | | $ | 503,557 | | | | | | Restricted Stock(2) | | | | | | | | | | $ | 198,883 | | | | | | PSUs | | | Performance Period Ends | | | Pro Rata PSUs (#)(3) | | | | | | | | | | | 2020 PSU | | | December 31, 2022 | | | 1,567 | | | | $ | 55,064(4) | | | | | | 2021 PSU | | | December 31, 2023 | | | 2,216 | | | | $ | 75,765(4) | | | | | | 2022 PSU | | | December 31, 2024 | | | 735 | | | | $ | 25,130(4) | | | | | | Total Value | | | | | | | | | | $ | 858,399 | | | | | | | | | | | | | | | | | |
(1)
This amount represents a tax gross-up provision iflump sum payment equal to the sum of (a) his or her parachute payment exceeds IRS limits.then current base salary at the time of termination, (b) his pro-rated annual incentive bonus for 2022, based on his annual incentive bonus paid in 2021, (c) $12,000, which is the estimated value of outplacement services for a period of 12 months after termination of employment, and (d) a welfare benefit paid in a lump sum equal to the product of our monthly contribution to group health, dental and vision insurance benefits times 12. (2)
Mr. Brown’s unvested time-based restricted stock fully vested on July 8, 2022, when his severance agreement and release of claims became irrevocable. This amount was calculated based on the closing price of our common stock on July 8, 2022 of $34.19 per share. (3)
The 2021 and 2022 PSU award amounts in this column represent a pro rata portion of Mr. Brown’s unvested PSU awards, determined by a fraction, the numerator of which is the number of months in the performance period during which he was continuously employed by us and the denominator of which is the number of months in the entire performance period. The 2021 and 2022 PSU awards will remain outstanding and will vest on the last day of each applicable performance period, based on our actual performance. The 2020 PSU award amount in this column represents the actual pro rata portion due to Mr. Brown from his 2020 PSU award which vested at 46% of target on December 31, 2022. (4)
This amount represents the market value of the pro rata portion of Mr. Brown’s unvested 2021 and 2022 PSU awards based on the closing price of our common stock on July 8, 2022 of $34.19 per share and the actual value of the pro rata portion of Mr. Brown’s 2020 PSU award based on the closing price of our common stock at the end of the applicable performance period, December 31, 2022, of $35.14 per share.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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 | | | | $ | 2,214,720 | | | | | $ | 3,780,528 | | | | | $ | 400,000 | | | | | $ | — | | | | | | Early vesting of Restricted Stock | | | | | — | | | | | | 1,107,425 | | | | | | 1,107,425 | | | | | | 1,107,425 | | | | | | Health care benefits continuation | | | | | 17,496 | | | | | | 17,496 | | | | | | 8,748 | | | | | | 8,748 | | | | | | Early vesting of Performance Stock | | | | | — | | | | | | 1,317,329 | | | | | | 761,151 | | | | | | 761,151 | | | | | | Total Value | | | | $ | 2,232,216 | | | | | $ | 6,222,778 | | | | | $ | 2,277,324 | | | | | $ | 1,877,324 | | | Robert M. Gorman | | | Post-Termination Compensation | | | | $ | 1,025,306 | | | | | $ | 1,547,766 | | | | | $ | 206,133 | | | | | $ | — | | �� | | | | Early vesting of Restricted Stock | | | | | — | | | | | | 452,177 | | | | | | 452,177 | | | | | | 452,177 | | | | | | Health care benefits continuation | | | | | 8,748 | | | | | | 17,496 | | | | | | — | | | | | | 8,748 | | | | | | Early vesting of Performance Stock | | | | | — | | | | | | 450,337 | | | | | | 258,106 | | | | | | 258,106 | | | | | | Total Value | | | | $ | 1,034,054 | | | | | $ | 2,467,776 | | | | | $ | 916,416 | | | | | $ | 719,031 | | | Maria P. Tedesco | | | Post-Termination Compensation | | | | $ | 470,250 | | | | | $ | 940,500 | | | | | $ | — | | | | | $ | — | | | | | | Early vesting of Restricted Stock | | | | | 177,649 | | | | | | 177,649 | | | | | | 177,649 | | | | | | 177,649 | | | | | | Health care benefits continuation | | | | | 8,748 | | | | | | 17,496 | | | | | | — | | | | | | — | | | | | | Early vesting of Performance Stock | | | | | 215,451 | | | | | | 592,088 | | | | | | 215,451 | | | | | | 215,451 | | | | | | Total Value | | | | $ | 872,099 | | | | | $ | 1,727,733 | | | | | $ | 393,100 | | | | | $ | 393,100 | | | David V. Ring | | | Post-Termination Compensation | | | | $ | 597,100 | | | | | $ | 1,240,400 | | | | | $ | — | | | | | $ | — | | | | | | Early vesting of Restricted Stock | | | | | 239,869 | | | | | | 239,869 | | | | | | 239,869 | | | | | | 239,869 | | | | | | Health care benefits continuation | | | | | 8,748 | | | | | | 17,496 | | | | | | — | | | | | | — | | | | | | Early vesting of Performance Stock | | | | | 116,342 | | | | | | 246,666 | | | | | | 116,342 | | | | | | 116,342 | | | | | | Total Value | | | | $ | 962,060 | | | | | $ | 1,744,431 | | | | | $ | 356,211 | | | | | $ | 356,211 | | | M. Dean Brown | | | Post-Termination Compensation | | | | $ | 531,737 | | | | | $ | 1,134,458 | | | | | $ | — | | | | | $ | — | | | | | | Early vesting of Restricted Stock | | | | | 312,867 | | | | | | 312,867 | | | | | | 312,867 | | | | | | 312,867 | | | | | | Health care benefits continuation | | | | | 8,748 | | | | | | 17,496 | | | | | | — | | | | | | — | | | | | | Early vesting of Performance Stock | | | | | 179,739 | | | | | | 294,129 | | | | | | 179,739 | | | | | | 179,739 | | | | | | Total Value | | | | $ | 1,033,091 | | | | | $ | 1,758,950 | | | | | $ | 492,606 | | | | | $ | 492,606 | | |
(1)
In addition to the amounts shown, each of the NEOs would be eligible upon disability to receive annual long-term disability benefits equal to 60% of their base salary under the Atlantic Union Bankshares Corporation Long Term Disability Plan and Supplemental Individual Disability Plan.
CEO COMPENSATION PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information belowwhich describes the relationship of the CEO’s annual total compensation to the annual total compensation of a median employee of the Company as required byCompany. In accordance with SEC rules. rules, we determined a new median employee for 2020 and have used this same median employee for both the previous year and this year’s disclosure. There has been no change in our employee population or employee compensation arrangements since that the Company believesmedian employee was identified that we believe would significantly impact this disclosure and, therefore, the same median employee is being used as was used in our 2018 and 2019 proxy statements. The impact of the Access acquisition during 2019 on the Company’s employee population was considered, and it was determined that the distribution and compensation of the employees across the jobs within the Company was not significantly altered as a result of the acquisition and thus there would be no impact on the selection of the median employee.pay ratio disclosure. The following approach was previously utilized toTo identify the median of the annual total compensation of all of our employees, as well as to determine the Company’s employees, other thanannual total compensation of our median employee and our CEO, we took the CEO. Asfollowing steps:
•
We determined that, as of December 31, 2017, the Company’s2020, our employee population consisted of approximately 1,4671,931 individuals with 100%all of thethese individuals located in the
United States. This population consisted of all of the Company’sour full-time and part-time employees. The median •
To identify the “median employee” from our employee population, we compared the amount of the annual total compensation of all employees (excluding the CEO) was determined by looking at the total of all salaries,salary, wages, bonuses, and all other earnings as reported in theour payroll records of the Company from January 1, 20172020 to December 31, 2017. Using2020. •
We identified our median employee using this compensation measure, which was consistently applied to all employees, theour employees. •
Once we identified our median employee, we combined all of the Company was identified. The 2019elements of such employee’s compensation for 2022, resulting in annual total compensation of $46,871.
•
With respect to the median employee was determined by adding togetherannual total compensation of our CEO, we used the same components of compensation that are required to be includedamount reported in the 2019“Total” column of our 2022 Summary Compensation Table included herein for the CEO and other NEOs.Table. The comparison of the annual total compensation of the median employee as described above to the annual total compensation of the CEO as reported in the “Total” column of the Summary Compensation Table included herein results in the following: •
The annual total compensation of the median employee for 20192022 was $47,733.$46,871. •
The annual total compensation of Mr. Asbury, the CEO, for 20192022 was $2,481,569.$3,326,195. •
The ratio of the annual total compensation of the median employee to the CEO is 1:52.71. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
PAY VERSUS PERFORMANCE The information below describes the relationship between compensation actually paid to our CEO and other NEOs, and certain measures of financial performance, for the three years ended December 31, 2022, in accordance with Item 402(v) of Regulation S-K. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our NEOs during a covered year. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis. | | Year | | | Summary Compensation Table Total for CEO(1) | | | Compensation Actually Paid to CEO(2) | | | Average Summary Compensation Table Total for Non-CEO NEOs(1) | | | Average Compensation Actually paid to Non-CEO NEOs(3) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income(5) (in thousands) | | | Operating Return on Tangible Common Equity(6) | | | | Total Shareholder Return(4) | | | Peer Group Total Shareholder Return(4) | | | | 2022 | | | | $ | 3,326,195 | | | | | $ | 3,391,347 | | | | | $ | 1,202,480 | | | | | $ | 1,162,202 | | | | | $ | 103.35 | | | | | $ | 116.10 | | | | | $ | 234,510 | | | | | | 16.84% | | | | | | 2021 | | | | $ | 3,193,289 | | | | | $ | 2,832,031 | | | | | $ | 1,228,964 | | | | | $ | 1,101,469 | | | | | $ | 106.14 | | | | | $ | 124.74 | | | | | $ | 263,917 | | | | | | 18.47% | | | | | | 2020 | | | | $ | 2,894,770 | | | | | $ | 2,504,942 | | | | | $ | 1,057,012 | | | | | $ | 951,036 | | | | | $ | 91.10 | | | | | $ | 91.29 | | | | | $ | 158,228 | | | | | | 12.49% | | | |
(1)
For each year in the above table, John C. Asbury was our CEO. During 2022, our other NEOs consisted of Robert M. Gorman, Maria P. Tedesco, David V. Ring, Shawn E. O’Brien and M. Dean Brown. For 2021 and 2020, our other NEOs were Mr. Gorman, Ms. Tedesco, Mr. Ring, and Mr. Brown. (2)
This column represents the “compensation actually paid” to our CEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column entitled “Total Compensation” for the applicable year and adjusting that amount as follows: | | Adjustments to Determine Compensation “Actually Paid” to our CEO | | | 2022 | | | 2021 | | | 2020 | | | | | (Subtracts) amounts reported in the “Stock Awards” column in the SCT | | | | $ | (1,381,053) | | | | | $ | (1,173,345) | | | | | $ | (1,069,929) | | | | | | Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year | | | | $ | 1,175,501 | | | | | $ | 920,710 | | | | | $ | 1,094,820 | | | | | | Adds the change in fair value (whether positive or negative) as of the end of the covered fiscal year of any equity awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | | | $ | 125,942 | | | | | $ | (220,858) | | | | | $ | (370,653) | | | | | | Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | | | | $ | 114,604 | | | | | $ | 112,235 | | | | | $ | (44,066) | | | | | | Adds the incremental fair value of awards modified during the year | | | | $ | 30,158 | | | | | | — | | | | | | — | | | | | | Total Adjustments | | | | $ | 65,152 | | | | | $ | (361,258) | | | | | $ | (389,828) | | | |
(3)
This column represents the average “compensation actually paid” to our non-CEO NEOs for each year, determined by starting with the amount set forth in the SCT in the column entitled “Total Compensation” for the applicable year (and taking the average of those amounts for the non-CEO NEOs) and adjusting that amount as follows:
| | Adjustments to Determine Compensation “Actually Paid” for non-CEO NEOs | | | 2022 | | | 2021 | | | 2020 | | | | | (Subtracts) amounts reported in the “Stock Awards” column in the SCT | | | | $ | (414,416) | | | | | $ | (455,030) | | | | | $ | (346,244) | | | | | | Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year | | | | $ | 305,739 | | | | | $ | 374,869 | | | | | $ | 354,300 | | | | | | Adds the change in fair value (whether positive or negative) as of the end of the covered fiscal year of any equity awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | | | $ | 34,011 | | | | | $ | (74,162) | | | | | $ | (98,219) | | | | | | Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | | | | $ | 25,338 | | | | | $ | 26,828 | | | | | $ | (15,813) | | | | | | Adds the incremental fair value of awards modified during the year | | | | $ | 9,050 | | | | | | — | | | | | | — | | | | | | Total Adjustments | | | | $ | (40,278) | | | | | $ | (127,495) | | | | | $ | (105,976) | | | |
(4)
These two columns show the total shareholder return, or TSR, assuming $100 was invested on December 31, 2019 in both the Company’s common stock and our selected peer group, the KBW NASDAQ Regional Banking Index, and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. The selected peer group and associated TSR is the line-of-business index we used for purposes of Item 201(e) of Regulation S-K. (5)
This column provides our net income for each year presented. (6)
This column represents the financial performance measure that we believe is the most important measure (that is not otherwise disclosed in the table) that we use to align compensation actually paid to our NEOs in 2022 with our performance. Operating return on tangible common equity, or operating ROTCE, is a non-GAAP financial measure used in our MIP. For a description of how operating ROTCE is calculated, see “Compensation Discussion and Analysis—Short-Term Incentive Compensation—Incentive Award Payouts.” Relationship Between Pay and Performance The relationship between compensation actually paid to our CEO and the average of the Company’s directorscompensation actually paid to our other non-CEO NEOs and executive officersthe performance measures shown in the table above is described in further detail below. As illustrated below, the compensation actually paid to our CEO and the other non-CEO NEOs, as calculated in accordance with the SEC requirements, has certified that for agenerally trended over the full three-year period in line with the performance measures disclosed in the table above. In addition to our financial performance, we also evaluate all elements of our NEO compensation based on qualitative factors and an evaluation of competitive compensation levels with other comparable institutions.
Relationship Between Our TSR and the preceding ten years he or she has not been involved in any legal proceedings that could reflect on his or her competencePeer Group TSR The graph below shows the relationship between our TSR and integrityour Peer Group TSR, which is the KBW NASDAQ Regional Banking Index. Relationship Between Compensation Actually Paid and Our TSR The graph below shows the relationship between the compensation actually paid to serve as a director or executive officer, or in anyour CEO and the average compensation actually paid to our non-CEO NEOs and our TSR.
Relationship Between Compensation Actually Paid and Our Net Income The graph below shows the relationship between the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs and our net income. Relationship Between Compensation Actually Paid and the Our Operating ROTCE The graph below shows the relationship between the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs and our Operating ROTCE.
Tabular List of Financial Performance Measures We consider the following typesto be the most important financial performance measures used to link compensation actually paid to our NEOs, for 2022, to Company performance. The role of legal proceedings: any judicial or administrative proceedings resulting from involvementeach of these performance measures on our NEOs’ compensation is discussed in mail or wire fraud or fraud in connection with any business entity; any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance lawsthe Compensation Discussion and regulations, or any settlement of such actions; and, any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.Analysis above. | | Performance Measures | | | | | Operating ROTCE | | | | | Net Operating Income | | | | | Operating Efficiency Ratio | | | | | Operating ROA | | | | | Total Shareholder Return Relative to the KBW NASDAQ Regional Banking Index | | |
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN CERTAIN TRANSACTIONS We monitor certain relationships and related party transactions by requiring each director and executive officer to notify our General Counsel in advance of any potential transactions that may be considered a transaction with a related party. We have adopted a formal Related Party Transaction Policy to ensure compliance with this requirement, NYSE rules, and SEC regulations. The Related Party Transaction Policy and the charter of the Company’sour Audit Committee requiresrequire that the Audit Committee approve any related party transactions, as defined in Item 404 of Regulation S-K under the Exchange Act. In connection with the Audit Committee’s review, it is advised of the material facts relating to the transaction and makes a determinationconsiders, among other factors, whether it is in theour best interests of the Companyinterest to engage in the transaction. In addition, each director and executive officer completes an annual questionnaire where they are expected to disclose any potential transactions with related parties. Certain of our directors and officers of the Company and its subsidiaries and members of their immediate families, and corporations, partnerships and other entities with which such persons are associated, are customers of the Company’s wholly owned bank subsidiary, Atlantic Union Bank, or its registered investment advisers, Old Dominion Capital Management, Inc. (and its subsidiary, Outfitter Advisors, Ltd.) and Dixon, Hubard, Feinour & Brown, Inc.Bank. As such, these persons engaged in transactions with the Company and its subsidiariesus in the ordinary course of business during 20192022 and willmay have additional transactions with these companiesus in the future. All loans extended and commitments to lend by Atlantic Unionthe Bank to such persons have been made in the ordinary course of business upon substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated persons and do not involve more than the normal risk of collection or present other unfavorable features.
DELINQUENT SECTION 16(a) Reports16(a) REPORTS Pursuant to Section 16(a) of the Exchange Act, directors, certain officers, and beneficial owners of greater than 10% of the Company’sour common stock are required to file reports with the SEC indicating their holdings of and transactions in the Company’sour common stock. To the Company’sour knowledge, these insiders of the Company complied with all SEC filing requirements during 2019,2022, except forthat due to administrative errors at the Company, one late filingreport on Form 4 reporting two transactions was not timely filed by Dr. Smoot who retired from the BoardMessrs. Gorman, Brown and Bilko and Ms. Pfautz; two reports on Form 4 reporting an aggregate of Directorsthree transactions were not timely filed by Mr. Ring and Ms. Tedesco; and a Form 4 reporting one transaction was not timely filed by Mr. O’Brien and Mses. Miller and Williams. In addition, a Form 4 reporting one transaction was not timely filed in May 2019.2021 by Messrs. Asbury, Gorman, Ring and Ms. Tedesco. In 2023, Mr. Corbin became aware of his failure to file reports on Form 4 to disclose certain phantom stock acquisitions related to voluntary deferrals of cash compensation under our Deferred Compensation Plan, resulting in an aggregate of 24 transactions that occurred on separate dates between 2019 and 2023 being reported late, and also relating to approximately 1,116 shares of our common stock that were also acquired pursuant to voluntary deferrals of cash compensation prior to 2019 that had not previously been reported. OTHER MATTERS As of the date of this proxy statement, the Board of Directors of the Company has no knowledge of any matters to be presented for consideration at the Annual Meetingannual meeting other than those referred to above.the proposals discussed in this proxy statement. If any other matters properly come before the Annual Meeting,annual meeting, the persons named in the accompanying proxy intend to vote such proxy, to the extent entitled, in accordance with the recommendation of the Board. DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS The Nominating and Corporate Governance Committee will consider director nominees identified by its members, other directors, our executive officers and other persons, including our shareholders. On January 27, 2023, the Board adopted a written policy setting forth the procedures that the Nominating and
Corporate Governance Committee will use in considering and evaluating director candidates recommended by shareholders. To be considered by the Nominating and Corporate Governance Committee, any recommendation by a shareholder of Directors.a candidate for director must be submitted to the committee, c/o our Corporate Secretary at Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, by November��1 preceding the annual meeting of shareholders, and must contain the information called for by our Policy on the Consideration and Evaluation of Director Candidates Recommended by Shareholders, which includes all of the following information: •
the name and address of the shareholder; •
the number of shares of our stock that are owned beneficially and of record by the shareholder and candidate; •
a recommendation that identifies the candidate, and provides (a) contact information for the candidate, (b) a detailed résumé for the candidate, and (c) a brief statement of the candidate’s qualifications to serve as a director; and •
the written consent of the candidate to be considered by the Nominating and Corporate Governance Committee as a potential nominee and to serve as a director, if elected. Upon the timely receipt of the required documents, the Corporate Secretary will request an autobiographical statement explaining the candidate’s interest in serving as a director, a completed statement regarding conflicts of interest, and a waiver of liability for background checks from the candidate. To assist in the Nominating and Corporate Governance Committee’s evaluation of the candidate, the Corporate Secretary may also request such additional information the Committee deems reasonably necessary to complete its evaluation. Such documents must be received from the candidate prior to December 1 preceding the annual meeting of shareholders for the Nominating and Corporate Governance Committee to evaluate the candidate and consider him or her for nomination at the next annual meeting of shareholders. SHAREHOLDER PROPOSALS FOR OUR 2024 ANNUAL MEETING In order for a shareholder proposal to be considered for possible inclusion in the 2021our 2024 proxy statement, it must comply with applicable requirements and conditions established by the SEC, including Rule 14a-8 and be received byof the Company on or before November 20, 2020. To be considered for presentation at the 2021 annual meeting of shareholders, although not included in the Company’s proxy statement, notice of such proposal must comply with the Company’s bylawsExchange Act, and must be received by our Corporate Secretary at the Companyaddress below on or before November 22, 2023. If you would like to submit a matter for consideration at our 2024 annual meeting (including any shareholder proposal not submitted under Rule 14a-8 or any director nomination) that will not be included in the proxy statement for the annual meeting, it must be received by our Corporate Secretary at the address below no earlier than the close of business on January 5, 20213, 2024 and no later than the close of business on February 4, 2021. 2, 2024, assuming we do not change the date of our 2024 annual meeting by more than 30 days before or 70 days after the anniversary date of our 2023 annual meeting. Any matter, including any director nomination, must comply with our bylaws. Finally, in addition to satisfying the foregoing requirements under our bylaws, to comply with Rule 14a-19, the SEC’s universal proxy rule, for our 2024 annual meeting of shareholders, a shareholder who intends to solicit proxies in support of director nominees, other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 by March 3, 2024. All shareholder proposals shouldmust be sent to the attention of the Company’sreceived by our Corporate Secretary at Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219. The proxy solicited23219 by the Boardapplicable dates specified above. VOTING AND OTHER INFORMATION Who may vote at the annual meeting? Only our common shareholders as of the close of business on March 8, 2023, the “record date,” are entitled to notice of and to vote at the annual meeting. As of the record date, we had 74,986,126 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote.
Holders of our depositary shares, each representing a 1/400th interest in a share of 6.875% perpetual non-cumulative preferred stock, Series A are not entitled to notice of or to vote at the annual meeting. When and how do I vote my shares? Shareholders of Record. If you are a shareholder of record, meaning you hold our stock directly, you may vote as follows: | | | | Online Before the Meeting www.envisionreports.com/AUB, or at the website indicated on the materials provided by your broker | | | | | | By Mail Complete, sign, date, and return your proxy card in the envelope provided | | | | | | By Telephone Call the telephone number located on the top of your proxy card | | | | | | Online During the Meeting Attend our annual meeting virtually by logging into the virtual meeting website and vote by following the instructions provided on the website | |
If you vote online or by telephone before the meeting, your proxy must be received no later than 11:59 p.m., Eastern Time, on May 1, 2023. Regardless of whether you plan to participate in the audio webcast of the meeting, we urge you to either vote online or by telephone before the meeting or sign, date, and return your proxy card. If you participate in the audio webcast, you may continue to have your shares voted as you instructed in a previously delivered proxy. Beneficial Holders. If you are a beneficial holder, meaning you hold your shares through a bank, broker or other nominee, which is commonly referred to as holding shares in “street name,” your bank, broker or other nominee will provide you with instructions for voting your shares before the annual meeting. If you are a beneficial owner and wish to vote your shares during the annual meeting, you must register in advance of the annual meeting. To register, you must first obtain a legal proxy from your bank, broker or other nominee, and email the legal proxy to Computershare, our transfer agent, at legalproxy@computershare.com, along with your name and email address and the number of shares of our common stock you held as of the record date. Requests for registration must include the subject line “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on Thursday, April 27, 2023. You will receive a confirmation email from Computershare of your registration and a control number that you can use to vote during the annual meeting. Participants in Our Employee Stock Ownership Plan. If you participate in our Employee Stock Ownership Plan, or ESOP, and your account has investments in shares of our common stock, you must provide voting instructions to the Plan trustee (the Trustee) by internet, telephone, or proxy card for the 2021shares to be voted according to your instructions. The deadline to provide voting instructions for shares held in the ESOP is April 27, 2023, at 3:00 p.m., Eastern time. After the applicable deadline, you will not be able to submit voting instructions or change prior voting instructions for any shares held in the ESOP. If you do not vote your shares held in the ESOP, the Trustee will vote the shares allocated to your ESOP account in the same proportion as it votes the shares of ESOP participants who have voted, subject to the Trustee’s fiduciary duties. You cannot vote your ESOP shares during the annual meeting. Your voting instructions to the Trustee will be held in strict confidence and will not be revealed to any employee or director of the Company. What are the requirements to hold the annual meeting? In order to hold our annual meeting, a quorum representing holders of shareholdersa majority of our outstanding common stock entitled to vote must be present or represented by proxy at the meeting. We intend to include as present: shares present but not voting; shares for which we have received proxies but for which holders have abstained from voting; and shares represented by proxies returned by a bank, broker, or other nominee holding the shares.
What is a broker non-vote? If you are a beneficial holder of shares, meaning you hold your shares in street name, your bank, broker or other nominee may vote your shares under certain circumstances. Brokerage firms have authority under stock exchange rules to vote their customers’ unvoted shares on certain “routine” matters. When a proposal is not a “routine” matter, the bank, broker or other nominee cannot vote the shares on that proposal unless they have received prior voting instructions from the beneficial owner of the shares with respect to that proposal. This inability to vote the shares in such an instance is a “broker non-vote.” We expect that brokers will conferbe allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions ONLY with respect to Proposal 2, the ratification of the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2023, but not with respect to any of the other proposals to be voted on at the annual meeting. Accordingly, please provide voting instructions to your bank, broker or other nominee so that your shares may be voted on all other proposals. When a brokerage firm votes its customers’ unvoted shares on routine matters, these shares are counted for purposes of establishing a quorum to conduct business at the meeting. What are the votes required to elect each director nominee and to approve the other proposals? Proposal For Your Vote | | | Votes Required | | | Effect of Abstentions | | | Effect of Broker Non-Votes | | 1. | | | | Election of directors | | | Majority of votes cast | | | No effect | | | No effect | | 2. | | | | Ratification of the appointment of our independent registered public accounting firm for 2023 | | | Majority of votes cast | | | No effect | | | Brokers have discretion to vote | | 3. | | | | Approving the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) | | | Majority of votes cast | | | No effect | | | No effect | | 4. | | | | Voting on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution) | | | Majority of votes cast | | | No effect | | | No effect | |
Proposal 1: Election of Directors: Our bylaws provide that a nominee for director in an uncontested election will be elected to our Board if the votes cast for the nominee’s election exceed the votes cast against his or her election. Abstentions from voting and broker non-votes are not treated as votes cast and are not counted for purposes of determining the election of directors. In the event that any nominee does not receive the necessary votes at the annual meeting, he or she must offer his or her resignation promptly pursuant to our Director Resignation Policy. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the offered resignation, or whether to take other action. Our Board will publicly disclose its decision regarding the resignation and the basis for its decision within 90 days after election results are certified. Other Proposals: Approval of Proposals 2 and 3 require that the votes cast in favor of each such proposal exceed the votes cast against the proposal. As Proposal 3 is an advisory vote, the Board and our Compensation Committee will consider the shareholder vote, but it will not be binding on us. For Proposal 4, there are four choices for shareholders: every year, every two years, every three years, and abstain. The choice that receives the majority of votes cast will be considered approved. As an advisory vote, our Board will consider the frequency that receives the most votes in determining whether to have an advisory “say on pay” vote every year, every two years or every three years, but the vote will not be binding on us. Abstentions from voting and broker non-votes (excluding Proposal 2, for which brokers have discretion to vote) are not treated as votes cast and are not counted in determining the outcome of any of these proposals.
All valid proxies that we receive will be voted in accordance with the instructions indicated in such proxies. As noted above, if you hold your shares in street name through a bank, broker or other nominee and you do not give voting instructions, your broker is not permitted to vote your shares on any proposal other than Proposal 2, which is the only routine proposal on the agenda. If no instructions are indicated in an otherwise properly executed proxy, it will be voted “FOR” each director nominee named in this proxy statement, “FOR” the ratification of EY as our independent registered public accounting firm for 2023, “FOR” the Say on Pay resolution and “EVERY YEAR” for the Say on Frequency resolution. How can I revoke my proxy? If you are a shareholder proposal presentedof record, you may revoke your proxy and change your vote at any time before the annual meeting. You may do this by: •
timely delivering a new valid proxy bearing a later date either by voting online, by telephone or by mail, •
timely delivering a written notice of revocation to our Corporate Secretary addressed to Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, or •
attending the annual meeting and voting online during the meeting. Merely attending the annual meeting will not, by itself, revoke your proxy; you must cast a subsequent vote online during the meeting. Your last valid vote that we receive before or at the annual meeting ifis the vote that will be counted. If you are a beneficial holder and you hold your shares in street name through a bank, broker or other nominee and desire to revoke your proxy, you must contact your bank, broker or other nominee in order to revoke your proxy or change your vote. ATTENDING OUR ANNUAL MEETING Why is this year’s annual meeting being held in a virtual-only format? In support of the convenience of our shareholders and employees, our Board has determined to hold our annual meeting solely by means of remote communication via audio webcast. This is often referred to as a “virtual annual meeting.” The webcast will allow all shareholders to join the meeting, regardless of location. We aim to provide shareholders the same rights and comparable opportunities for participation that have been historically provided at our in-person annual meetings. As with an in-person meeting, you will be able to vote and ask questions during the meeting. How can I participate in the annual meeting? This year’s annual meeting will be conducted via audio live webcast. All holders of our common stock are invited to attend our annual meeting. To attend, vote, and submit questions during our annual meeting, visit https://meetnow.global/M7S5RYS and enter the control number found on your Notice of Internet Availability or on your proxy card. If you do not have a control number, you may still attend the meeting as a guest in listen-only mode, but you will not be able to vote your shares or otherwise participate in the meeting. If you are a beneficial holder that holds your shares in street name through a bank, broker, or other nominee, you must register in advance of the meeting to vote and ask questions during the meeting. To register, you must first obtain a legal proxy from your bank, broker or other nominee, and email the legal proxy to Computershare, our transfer agent, at legalproxy@computershare.com, along with your name and email address and the number of shares of our common stock you held as of the record date. Requests for registration must include the subject line “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on Thursday, April 27, 2023. You will receive a confirmation email from Computershare of your registration and a control number that you can use to vote during the annual meeting. The live audio webcast of the meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting 15 minutes before the start time. If you experience technical difficulties, you can
use the technical resources available on the virtual meeting website at https://meetnow.global/M7S5RYS or contact investor.relations@atlanticunionbank.com. If we experience technical issues in convening or hosting the meeting, we will promptly post information on the Investor Relations > Company Info > Annual Reports & Proxy section of our website at www.atlanticunionbank.com, including when the meeting will be reconvened. Rules of conduct for the annual meeting will be available once you access the meeting webcast. How can I ask questions? Shareholders may submit questions either before or during the annual meeting by logging into the annual meeting using your control number and following the instructions to submit a question. We intend to respond to all questions during the meeting that are pertinent to the Company hasand the meeting matters, as time permits. Questions and responses may be grouped by topic and substantially similar questions may be grouped and responded to once. Shareholder questions related to personal or customer matters, that are not received noticepertinent to annual meeting matters, or that contain derogatory references to individuals, use offensive language, or are otherwise out of such proposalorder or not suitable for the conduct of the annual meeting will not be addressed during the meeting. Will I be able to vote my shares during the annual meeting? You will be able to vote your shares electronically during the annual meeting, except if you hold shares through our Employee Stock Ownership Plan. If you are a beneficial owner, you must first obtain a legal proxy from your bank, broker or other nominee. See “How can I participate in the annual meeting?” for additional information. Please also see “What are the votes required to elect each director nominee and approve the other proposals?” for additional information on voting. As always, we encourage you to vote your shares before the annual meeting. ADDITIONAL INFORMATION Solicitation of Proxies We will bear the cost of proxy solicitation. Solicitation is being made by our Board by mail and electronic notice. If sufficient proxies are not returned in response to this deadline,solicitation, supplementary solicitations may also be made by mail, telephone, electronic communication or in writing deliveredperson by directors, officers and employees of the Company, its subsidiaries or affiliates, none of whom will receive additional compensation for these services. We have also engaged Regan & Associates, Inc. to assist us in the Company’s Corporate Secretary.solicitation of proxies for the annual meeting for a fee of approximately $22,500 plus expenses. ADDITIONAL INFORMATION
“Householding” of Proxy Materials.Materials The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement and annual report addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The CompanyWe and some brokers household proxy materials, delivering a single proxy statement and annual report (with separate proxy cards for each shareholder sharing the same address) to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or the Companyus that your broker or the Companyus will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or the Companyus if you hold registered shares. You may notify the Companyus by sending a written request to our transfer agent, Computershare, at the Company’s Corporate Secretary, Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219.address noted below. Shareholders who currently receive multiple copies of the proxy statement and annual report at their address and would like to request “householding” of their communications should contact their broker if
they are beneficial owners or, if they are shareholders of record, direct their request to our transfer agent, Computershare, at the address noted below. If requested, we will also promptly deliver, upon oral or written request, a separate copy of the proxy statement and annual report to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to our transfer agent, Computershare, by calling its toll-free number (866) 641-4276, or writing to them at Computershare, P.O. Box 43006, Providence, RI 02940-3006. Annual Report to Shareholders. The Company’s 2019Shareholders Our 2022 Annual Report to Shareholders, including the Company’sour Annual Report on Form 10-K for the year ended December 31, 20192022 (without exhibits), as filed with the SEC, is being mailed with this proxy statement to those shareholders that receive a copy of the proxy materials in the mail. For those shareholders that received the Notice of Internet Availability, this proxy statement and the 20192022 Annual Report to Shareholders are available at: http://www.edocumentview.com/AUB. www.envisionreports.com/AUB. You may also obtain a copy of our Annual Report on Form 10-K, including financial statements and schedules thereto, for the Company’s 2019Annual Report to Shareholders,fiscal year ended December 31, 2022, as filed with the SEC (without exhibits), without charge, by sending a written request to: Corporate Secretary,Investor Relations at Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219. The CompanyWe will provide copies of the exhibits to theour Annual Report on Form 10-K for the year ended December 31, 20192022 upon receipt of a request addressed to Investor Relations at the Corporate Secretaryforegoing address and payment of a reasonable fee.
Appendix A
Articles of Incorporation
V. Directors
The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of such number of directorsDirectors as may be fixed from time to time in the bylawsBylaws or by resolution adopted by the affirmative vote of a majority of the Directors then in office. TheUntil the 2021 annual meeting of shareholders, the Directors shall be and are divided into three classes, designated as Class I, Class II, and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of Directors constituting the entire Board of Directors, with one class to be originally elected for a term of one year, another class to be originally elected for a term expiring in two years, and another class to be originally elected for a term of three years. At each succeeding annual meeting of shareholders beginning in 993, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three year term. If the number of Directors has changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, but in no case will a decrease in the number of, as nearly equal in number as possible, with Directors shorten the term of any incumbent Director. A Director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, toof each class elected, subject to Article II, Section 8 of the Corporation’s Bylaws, to hold office until the third annual meeting of shareholders following the Director’s election and until a successor shall have been elected and qualified or until the Director’s prior death, resignation, retirement, disqualification or removal from officeor removal. Notwithstanding the foregoing and without shortening the term of any Director previously elected, (i) at the 2021annual meeting of shareholders, the Director nominees whose terms expire at that meeting shall be elected to hold office until the 2022 annual meeting of shareholders, (ii) at the 2022 annual meeting of shareholders, the Director nominees whose terms expire at that meeting shall be elected to hold office until the 2023 annual meeting of shareholders and (iii) at the 2023 annual meeting of shareholders and each annual meeting of shareholders thereafter, all Director nominees shall be elected to hold office until the next annual meeting of shareholders and until a successor is elected and qualified or until the Director’s prior death, resignation or removal.
Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Serial Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect Directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such Directorships shall be governed by the terms of these Articles of Incorporation applicable thereto, and such Directors so elected shall not be divided into classes pursuant to this Article V unless expressly provided by such terms.
If the office of any Director shall become vacant, the Directors then in office, whether or not a quorum, may by majority vote choose a successor who shall hold office until the next annual meeting of shareholders. In such event, if applicable, the successor elected by the shareholders at that annual meeting shall hold office for a term that shall coincide with the remaining term of the class of Directors to which that person has been elected. Vacancies resulting from the increase in the number of Directors shall be filled in the same manner.
Directors of the Corporation may be removed by shareholders of the Corporation only for cause and with the affirmative vote of at least two-thirds of the outstanding shares entitled to vote.
Advance notice of shareholder nominations for the election of Directors shall be given in the manner provided in the Bylaws of the Corporation.
Appendix B
Articles of Incorporation
VI. Indemnification and Limit on Liability
(a) Mandatory Indemnification. To the full extent permitted by the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, each Director and officer shall be indemnified by the Corporation against liabilities, fines, penalties and claims imposed upon or asserted against him (including amounts paid in settlement) by reason of having been such Director or officer, whether or not then continuing so to be, and against all expenses (including counsel fees) reasonably incurred by him in connection therewith, except in relation to matters as to which he shall have been finally adjudged liable by reason of histhe Corporation shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he or she is or was a Director or officer of the Corporation, or (ii) any Director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of criminal law in the performance of his duty as such Director or officer. The determination that the indemnification under this subsection (a) is permissible shall be made as provided by law. The right of indemnification hereby provided shall not be exclusive of any other rights to which any Director or officer may be entitled.the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any Director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.
(b) Limitation of Liability. To the full extent permitted by the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, in any proceeding brought by a shareholder of the Corporation in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, a directorno Director or officer of the Corporation shall not be liable in anyto the Corporation or its shareholders for monetary amount for damages arising out of or resulting from a singlewith respect to any transaction, occurrence or course of conduct, provided that the elimination of liability herein set forth shall not be applicable if the Director or officerwhether prior or subsequent to the effective date of this Article VI, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.
(c) Agents and Employees. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, toCorporation may indemnify or contract in advance to indemnify any person not specified in subsection (a) of this Article VI against liabilities, fines, penalties and claims imposed upon or asserted against him or her (including amounts paid in settlement) by reason of having been an employee, agent or consultant of the Corporation, whether or not then continuing so to be, and against all expenses (including counsel fees) reasonably incurred by him or her in connection therewith, to the same extent as if such person were specified as one to whom indemnification is granted in subsection (a) of this Article VI.
(d) References. In this Article VI:
(i) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.
(ii) “Party” means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.
(iii) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.
Every reference in this Article to Director, officer, employee, agent or consultant shall include (i) every Director, officer, employee, agent or consultant of the Corporation or any corporation the majority of the voting stock or which is owned directly or indirectly by the Corporation, (ii) every former Director, officer, employee, agent or consultant of the Corporation, (iii) every person who may haveVI to Directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. Every reference in this Article VI to Directors or officers shall also include every person who served at the request of or on behalf of the Corporation as a Director, officer, employee, agent, consultant oror one of its subsidiaries as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, and (iv) in all of such cases, hisenterprise, and their respective heirs, executors and administrators.
(e) Effective Date.Proposals — The provisions of this Article VI shall be applicable from and after its adoption even though some or all of the underlying conduct or events relating to such a proceeding may have occurred beforeto all proceedings commenced after its adoption by the shareholders of the Corporation, arising from any act or omission, whether occurring before or after such adoption. No amendment, modification or repeal of this Article VI shall diminishhave any effect on the rights provided hereunder to any person arising from conduct or eventsunder this Article VI with respect to any act or omission occurring before the adoption of such amendment, modification or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to provide any indemnity under this Article VI and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such Director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.
(f) Change in Control. In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, and notwithstanding subsection (h) of this Article VI, any determination as to indemnification and advancementsadvancement of expenses with respect to any claim for indemnification made pursuant to Subsection (a) of this Article VI shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemniteeapplicant. If the Board of Directors and the proposed indemniteeapplicant are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemniteeapplicant each shall selectrecommend a nominee, andvote FOR all the nominees shall select such special legal counsel. If the nominees are unable to agree upon such special legal counsel, such special legal counsel shall be selected upon application to a court of competent jurisdiction.
(g) Advancement of Expenses. The Corporation shall paylisted, FOR Proposals X – X and for or reimburse the expenses incurred by any Director or officer who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under subsection (a) of this Article VI if he or she furnishes the Corporation with a signed, written undertaking to repay any funds advanced if it is ultimately determined that he or she is not entitled to indemnification or advancement of expenses. The undertaking shall be an unlimited general obligation of its maker and need not be secured and may be accepted by the Corporation without reference to financial ability of its maker to make repayment. Authorizations of payments under this subsection (g) shall be made by the persons specified in subsection (h).
(h) Any indemnification under subsection (a) of this Article VI shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person requesting indemnification has met the applicable standard of conduct set forth in subsection (a). Such determination shall be made:
(i) if there are two or more disinterested directors, by the Board of Directors by a majorityevery X YEARS on Proposal X. 4. To vote of disinterested directors, a majority of whom shall constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;
(ii) by special legal counsel:
(A) selected by the Board of Directors or its committee in the manner prescribed in subsection (h)(i) of this Article VI; or
(B) if there are fewer than two disinterested directors, selected by the Board of Directors, in which selection Directors who do not qualify as disinterested directors may participate; or
(iii) by the shareholders, but shares owned by or voted under the control of a Director who at the time does not qualify as a disinterested director may not be voted on the determination.
Authorizationsfrequency of indemnification or payments under subsection (g) of this Article VI shall be made in the same manner as the determination that indemnification is proper, except that if the determination is made by special legal counsel, such authorizations of indemnification or payments under subsection (g) of this Article VI shall be made by those entitled under subsection (h)(ii) to select counsel.
(i) The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in subsection (a) or (b) of this Article VI.
(j) The indemnification provided by this Article VI and provided hereafter pursuant to the power conferred by this Article VIfuture “Say on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article VI. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the Directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article VI or applicable laws of the Commonwealth of Virginia. Each provision of this Article VI shall be severable, and an adverse determination as to any such provision of this Article VI shall in no way affect the validity of any other provision of this Article VI.
DIRECTIONS TO THE WESTIN RICHMOND
6631 West Broad Street
Richmond, Virginia 23230
From The East (Richmond Airport, Williamsburg, Virginia Beach)
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Take I-64 West to I-95 North.
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Exit 79 to Charlottesville / I-64 W.
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Exit Broad Street East (Exit 183B).
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Turn Right at The First Traffic Light to The Hotel Entrance.
From The North (New York, Pennsylvania, Boston)
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Take I-95 South to I-64 West (Exit 79).
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Do Not Take the Interstate 295 Bypass.
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Exit Broad Street East (Exit 183B).
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Turn Right at the First Traffic Light to the Hotel Entrance.
From The South (North Carolina, South Carolina, Florida)
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Take I-95 North to I-64 West (Exit 79).
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Do Not Take the Interstate 295 Bypass.
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Exit Broad Street East (Exit 183B).
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Turn Right at the First Traffic Light to the Hotel Entrance.
From The West (West Virginia, Charlottesville)
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Follow I-64 East.
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Exit Broad Street East (Exit 183B).
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Turn Right at the First Traffic Light to the Hotel Entrance.
Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution) Every 2 years Every 3 years Every Abstain year 01 —- John C. Asbury 04 - Rilla S. Delorier 02 - Patrick E. Corbin 05 - Frank Russell Ellett 04 — Alan W. Myers 02 — Gregory L. Fisher 05 — Linda V. Schreiner 03 — Patrick J. McCann- Heather M. Cox For Against Abstain For Against Abstain For Against Abstain 1 U P X 07 - Thomas P. Rohman 08 - Linda V. Schreiner 06 - Patrick J. McCann 09 - Thomas G. Snead, Jr. 10 – Ronald L. Tillett 11 – Keith L. Wampler 12 – F. Blair Wimbush Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 036HIB03RMPC + + Proposals — The Board of Directors of Atlantic Union Bankshares Corporation (the “Company”) recommends a vote FOR“FOR” all nominees listed in Proposal 1, and FOR“FOR” Proposals 2 and 3 4 and 5.“EVERY YEAR” on Proposal 4. The proposals are as follows: A 2. To approve an amendment to the Company’s articles of incorporation to eliminate the classified structure of the Board of Directors and provide for the annual election of directors; 3. To approve an amendment to the Company’s articles of incorporation to update the provisions regarding indemnification of directors and officers of the Company; 1. To elect five Class IIItwelve directors to serve until the 20232024 annual meeting of shareholders, or until their mandatory retirement date, whichever is earlier: For Against Abstainshareholders: Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 4.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q 2023 Annual Meeting Proxy Card 2. To ratify the appointment of Ernst & Young LLP as the Company’sour independent registered public accounting firm for the year ending December 31, 2020; 5.2023 3. To approve the compensation of our named executive officers (an advisory, non-binding “Say on an advisory (non-binding) basis, the Company’s executive compensation; and 6.Pay” resolution) To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q 2020 Annual Meeting Proxy Cardthereof For Against Abstain You may vote online or by phone instead of mailing this card.For Against Abstain Online Before the Meeting - Go to www.envisionreports.com/AUB or scan the QR code — login details are located in the shaded bar below. During the Meeting - Go to https://meetnow.global/M7S5RYS You may attend the meeting via the Internet and vote during the meeting. Have the information located in the shaded bar below available and follow the instructions. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/AUB Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada You may vote online or by phone instead of mailing this card. Votes submitted electronicallyonline or by phone by ESOP participants must be received by 1:3:00 am,p.m., Eastern Time, on May 5, 2020April 27, 2023. Your vote matters —– here’s how to vote!
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/AUB Annual Meeting of Shareholders to be held May 5, 20202, 2023 This Proxy is solicited by the Board of Directors of Atlantic Union Bankshares Corporation. John C. Asbury and Rachael R. Lape, or either of them (each a “Proxy”"Proxy" and collectively, the "Proxies"), with the full power to act alone, the true and lawful attorneys-in-fact of the signing shareholder, each with the power of substitution, are hereby authorized to represent and vote the shares of such shareholder, with all the powers which such shareholder would possess if personally present at the Annual Meeting of Shareholders of Atlantic Union Bankshares Corporation to be held on May 5, 20202, 2023 or at any postponements or adjournments thereof. Shares represented by this proxy will be voted as directed by the shareholder on the accompanying proxy. If no such directions are indicated, the Proxies will have authority to vote FOR“FOR” all nominees listed in Proposal 1, and FOR“FOR” Proposals 2 and 3, 4 and 5.“EVERY YEAR” on Proposal 4. The Proxies in their discretion, are further authorized to vote upon such other business as may properly come before the 20202023 Annual Meeting of Shareholders and any postponements or adjournments thereof.thereof in accordance with the recommendation of the Atlantic Union Bankshares Corporation Board of Directors. (Items to be voted appear on reverse side) Proxy — Atlantic Union Bankshares Corporation qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qENVELOPE. q C Non-Voting Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held May 5, 2020.2, 2023. The materials2023 Proxy Statement, 2022 Annual Report to Shareholders and Form 10-K and Proxy Card are available at: www.envisionreports.com/AUB 2020 Annual Meeting Admission Ticket 2020The 2023 Annual Meeting of Shareholders of Atlantic Union Bankshares Corporation will be held on Tuesday, May 5, 2020,2, 2023, at 10:00 ama.m. Eastern Time, virtually via the Internet at https://meetnow.global/M7S5RYS To attend the virtual meeting as a shareholder and vote during the meeting, you must have a control number (i.e., the information that is printed in the shaded bar located on the reverse side of this form or provided to you by Computershare). Notice to Atlantic Union Bankshares Corporation ESOP Participants. The Westin Richmond 6631 West Broad Street Richmond, Virginia 23230 Upon arrival, please presentshares represented by this admission ticketproxy include any shares allocated to your account in the Atlantic Union Bankshares Corporation 401(k) Profit Sharing Plan, which includes the employee stock ownership plan (“ESOP”). By signing and photo identification atreturning this proxy or following the registration desk.
01 — Frank Russell Ellett 04 — Alan W. Myers 02 — Gregory L. Fisher 05 — Linda V. Schreiner 03 — Patrick J. McCann For Against Abstain For Against Abstain For Against Abstain 1 U P X Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outsideinstructions for online or telephone voting on the designated areas. 036HLB + + Proposals — The Board of Directorsreverse side, you will also be voting all the shares of Atlantic Union Bankshares Corporation (the “Company”) recommends a vote FOR all nominees listed in Proposal 1 and FOR Proposals 2, 3, 4 and 5. The proposals are as follows: A 2. To approve an amendmentallocated to the Company’s articles of incorporation to eliminate the classified structure of the Board of Directors and provide for the annual election of directors; 3. To approve an amendment to the Company’s articles of incorporation to update the provisions regarding indemnification of directors and officers of the Company; 1. To elect five Class III directors to serve until the 2023 annual meeting of shareholders, or until their mandatory retirement date, whichever is earlier: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; 5. To approve, on an advisory (non-binding) basis, the Company’s executive compensation; and 6. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Annual Meeting ESOP Voting Card For Against Abstain You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/AUB or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/AUB Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Votes submitted electronically must be received by 1:00 am, Eastern Time on May 5, 2020 Your vote matters — here’s how to vote!
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/AUB Annual Meeting of Shareholders to be held May 5, 2020 This Proxy is solicited by the Board of Directors of Atlantic Union Bankshares Corporation. John C. Asbury and Rachael R. Lape, or either of them (each a “Proxy”), with the full power to act alone, the true and lawful attorneys-in-fact of the signing shareholder, each with the power of substitution, are hereby authorized to represent andaccount. If you do not vote the shares of such shareholder, with all the powers which such shareholder would possess if personally present at the Annual Meeting of Shareholders of Atlantic Union Bankshares Corporation to be held on May 5, 2020 or at any postponements or adjournments thereof. Shares represented by this proxy, the trustee will vote the shares allocated to your ESOP account in the same proportion as it votes the shares of ESOP participants who have voted, subject to the trustee’s fiduciary duties. You cannot vote your ESOP shares in person at the meeting. Your voting instructions to the ESOP trustee will be voted as directed byheld in strict confidence and will not be revealed to any employee or director of the shareholder on the accompanying proxy. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees listed in Proposal 1 and FOR Proposals 2, 3, 4 and 5. The Proxies, in their discretion, are further authorized to vote upon such other business as may properly come before the 2020 Annual Meeting of Shareholders and any postponements or adjournments thereof. (Items to be voted appear on reverse side) Proxy — Annual Meeting ESOP Voting Card and Vote Authorization qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q C Non-Voting Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held MayCompany.
0000883948 5 2020. The materials are available at: www.envisionreports.com/AUB 2020 Annual Meeting Admission Ticket 2020 Annual Meeting of Shareholders of Atlantic Union Bankshares Corporation May 5, 2020, 10:00 am Eastern Time The Westin Richmond 6631 West Broad Street Richmond, Virginia 23230 Upon arrival, please present this admission ticket and photo identification at the registration desk.2022-01-01 2022-12-31
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