Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 18, 2022, Atlantic Union Bank (the “Bank”) announced that Maria Tedesco, 61, has been appointed Chief Operating Officer (“COO”) of the Bank. The appointment was effective January 14, 2022. Ms. Tedesco will also continue to serve as Executive Vice President of the Bank’s holding company, Atlantic Union Bankshares Corporation (the “Company” and together with the Bank, “Atlantic Union”), and as President of the Bank, roles in which she has served since 2018. As the President and COO of the Bank, Ms. Tedesco will lead the following business units: technology and operations, consumer and business banking, wholesale banking, wealth management, home loans, marketing, digital strategy and enterprise experience, business intelligence and first line of defense risk.
Before joining Atlantic Union in 2018, Ms. Tedesco served as the Chief Operating Officer for Retail at BMO Harris Bank in Chicago, Illinois from 2016 to 2018. She was responsible for retail products, segments, customer experience, indirect auto, consumer lending, channels and risk. Prior to that, she served as Senior Executive Vice President and Managing Director of the Retail Bank at Santander Bank, N.A. (“Santander”) from 2013 to 2015, where she was responsible for leading the U.S. retail strategy and business channels, including branch network, online, mobile, investments, mortgage, call centers, ATMs, marketing, product marketing, customer experience and program management office. Before Santander, Ms. Tedesco served in various roles at Citizens Financial Group, Inc. from 1994 until 2013, ultimately becoming Group Executive Vice President and Executive Director of the Retail Banking and Business Banking. Ms. Tedesco received her M.B.A. from Northeastern University and her B.S. from Ithaca College.
There are no arrangements or understandings between Ms. Tedesco and any other person pursuant to which she was appointed, nor are there any family relationships between Ms. Tedesco and any of the Company’s or the Bank’s directors or executive officers. Ms. Tedesco does not have any material interest in any transactions, relationships, or arrangements with the Company or the Bank that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
A copy of the Bank’s press release announcing Ms. Tedesco’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Tedesco Employment Agreement
On January 14, 2022, Atlantic Union and Ms. Tedesco entered into an employment agreement (the “Employment Agreement”) that provides for an initial term ending on December 31, 2022. The employment term automatically renews on December 31, 2022 and annually thereafter each December 31st for an additional calendar year unless notice of non-renewal is given by the Company or the Bank.
Pursuant to the Employment Agreement, Ms. Tedesco’s current and minimum annual base salary is $489,060, with her base salary subject to annual review by the Company’s Board of Directors (the “Board”). Ms. Tedesco is eligible to participate in the Company’s short-term and/or long-term cash and/or equity incentive plans. Incentive compensation under those plans is at the discretion of the Board and the Compensation Committee.
Ms. Tedesco will also have the use of a company-provided automobile.
In the event Atlantic Union terminates Ms. Tedesco’s employment without “Cause” (as defined in the Employment Agreement) or Ms. Tedesco voluntarily terminates her employment for “Good Reason” (as defined in the Employment Agreement), Ms. Tedesco will receive a severance benefit equal to two (2) years of her base salary on the termination date, payable in instalments, and a lump sum payment equal to twenty-four (24) times Atlantic Union’s monthly contribution at the time of termination for group health, dental and vision insurance benefits. In the event of Ms. Tedesco’s termination of employment following non-renewal of the Employment Agreement, Ms. Tedesco will receive a severance benefit equal to one (1) year of her base salary in effect on the termination date, payable in instalments, and a lump sum payment equal to twelve (12) times Atlantic Union’s monthly contribution at the time of termination for group health insurance and related benefits. Payment of all severance and other benefits described in this paragraph is subject to receipt by Atlantic Union of Ms. Tedesco’s signed release and waiver of claims and satisfaction of the other requirements, conditions and limitations set forth in the Employment Agreement.
