Atlantic Union Bankshares Corp DEF 14A, filed Mar 26, 2024

Atlantic Union Bankshares Corp (AUB)

DEF 14A 2024-03-26 For: 2024-05-07

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Added on June 12, 2026

About this DEF 14A

Atlantic Union Bankshares Corp filed this DEF 14A on March 26, 2024.

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General		3
Proxy Statement Summary		4
Proposal 1—Election of Directors		5
Proposal 2—Ratification of the Appointment of Our Independent Registered Public Accounting Firm		18
Proposal 3—Approving Our Named Executive Officer Compensation (an Advisory, Non-Binding Say on Pay Resolution)		19
Our Culture		20
Corporate Governance		25
Director Compensation		32
Audit Information and Report of the Audit Committee		34
Executive Officers		36
Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners		38
Compensation Discussion and Analysis		41
Report of the Compensation Committee		61
Executive Compensation		62
CEO Compensation Pay Ratio		72
Pay Versus Performance		73
Interests of Directors and Executive Officers in Certain Transactions		78
Delinquent Section 16(a) Reports		78
Other Matters		78
Director Candidates Recommended by Shareholders		78
Shareholder Proposals for Our 2025 Annual Meeting		79
Voting and Other Information		80
Attending Our Annual Meeting		83
Additional Information		84


		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


Proposals For Your Vote		Board Voting Recommendation	Page
1.	Election of directors	“FOR” each nominee	5
2.	Ratification of the appointment of our independent registered public accounting firm for 2024	“FOR”	18
3.	Approving the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution)	“FOR”	19


Nominee	Age	Principal Occupation	Director Since*	Independent Director	Committee Membership (C = Chair)
Nancy Howell Agee	71	President and Chief Executive Officer of Carilion Clinic	2024+	Yes	—
John C. Asbury	58	President of the Company; Chief Executive Officer of the Company and Bank	2016	No	Executive
Patrick E. Corbin	69	Managing Shareholder of Corbin & Company, P.C.	2018	Yes	Audit (C), Executive, Trust
Rilla S. Delorier	57	Former Executive Vice President and Chief Strategy and Digital Transformation Officer at Umpqua Bank	2022	Yes	Compensation, Risk
Frank Russell Ellett	57	President of Excel Truck Group	2019	Yes	Audit, Compensation, Risk
Paul Engola	52	Deputy Group President of the Dynetics Group of Leidos Holdings, Inc. (“Leidos”) and Executive Vice President, National Security Space, for Leidos	2023	Yes	Risk
Donald R. Kimble	64	Former Chief Financial Officer, Vice Chair and Chief Administrative Officer of KeyCorp and President of KeyBank NA	2023	Yes	Audit
Patrick J. McCann	67	Former Chief Financial Officer of University of Virginia Foundation	2004	Yes	Audit, Executive, Nominating and Corporate Governance
Michelle A. O’Hara	48	Executive Vice President and Chief Human Resources Officer of Science Applications International Corporation, Inc.	2023	Yes	Compensation
Linda V. Schreiner	64	Former Senior Vice President of Markel Corporation	2012	Yes	Compensation (C), Nominating and Corporate Governance, Trust
Joel R. Shepherd	60	President, Virginia Home Furnishings, Inc. and 220 Self Storage, Inc.	2024+	Yes	—
Ronald L. Tillett	68	Managing Director and Head, Mid-Atlantic Public Finance at Raymond James & Associates, Inc.	2003	Yes	Executive (C)
Keith L. Wampler	66	Partner at PBMares, LLP	2014	Yes	Risk (C), Trust
F. Blair Wimbush	68	Former Chief Real Estate and Corporate Sustainability Officer of Norfolk Southern Corporation	2018	Yes	Compensation, Executive, Trust (C)


Tenure \| Years of Service	Diversity*		Average Age
0-4+	~ 30% Gender Diverse	~ 20% Racially Ethnically Diverse	~ 62 Years
5-9+
10-14+
>15

Average Tenure: 6.2 years		~ 93% Independent


	Very truly yours,

	John C. Asbury President and Chief Executive Officer


		Date and Time: Tuesday, May 7, 2024, at 10:00 a.m., Eastern Time				Live Audio Webcast: https://meetnow.global/MVM7SX6


	By Order of the Board of Directors,

	Rachael R. Lape General Counsel/Corporate Secretary March 26, 2024


Executive Leadership		Human Capital/Compensation
We value directors with experience serving as senior executives running public companies, private companies or other organizations, as this enhances the Board’s perspective of our operations and challenges.		Our success depends in part on our ability to attract, retain, develop and motivate our human capital, including our senior leadership. We value directors with experience in compensation, incentive planning and talent management.

Finance and Accounting		Risk Management
We use numerous financial metrics to measure our performance and we are subject to complex accounting and financial reporting requirements. We value directors with experience in finance and accounting, which helps them more effectively oversee and assess our operating and strategic performance and financial reporting.		Our Board plays a critical role in the oversight of risk. We value directors with experience in overseeing or managing risks and who understand the most significant risks that we face.

Banking/Financial Services		Legal and Regulatory
We value directors who have experience in our industry, which provides the Board with valuable insight into our challenges and opportunities.		We operate in a heavily regulated industry and we value directors with knowledge of the laws and regulations applicable to the banking industry and corporations generally.

Technology/Cybersecurity		Retail Distribution/Marketing
We rely on information technology systems to conduct our business. We value directors with experience in technology strategies and innovation and/or mitigating and managing cybersecurity risk, which helps enhance our oversight of technology and cybersecurity risks.		We provide products and services through our retail branch network and our technology offerings. We value directors with experience in building customer relationships, branding, and the use of digital marketing.

Strategic Planning		Mergers and Acquisitions
We value directors with experience in defining and driving strategic direction and growth, which helps the Board critically evaluate our strategic plans.		We regularly evaluate strategic opportunities and we value directors with experience with mergers and acquisitions.


Nancy Howell Agee
		Age 71 \| Roanoke, Virginia \| Other Public Company Boards: American National Bankshares Inc., RGC Resources, Inc. and Healthcare Realty Trust Incorporated Ms. Agee is the President and Chief Executive Officer of Carilion Clinic, a health care organization, a position she has held since 2011. Ms. Agee has served as a director of American National since 2019. Ms. Agee has been nominated as a director of the Company contingent on the closing of our merger with American National before our 2024 annual meeting, and she will become a director of the Company at the effective time of the merger. Ms. Agee serves as a director on two other public company boards—RGC Resources, Inc., where she has served since 2005, and Healthcare Realty Trust Incorporated, where she has served since 2016. She chairs the statewide economic development entity, Go VA, and serves on the Governor’s advisory committee for revenue estimates, GACRE. She also chairs the Virginia Foundation for Independent Colleges and serves as Vice Chair of the Virginia Business Higher Education Council. She is also the former Chair of the American Hospital Association. Ms. Agee received a B.S. in Nursing from the University of Virginia and a Master of Science in Nursing from Emory University. Ms. Agee’s extensive leadership experience as President and Chief Executive Officer of a large healthcare organization and her many years of service in the Roanoke market area allow her to contribute substantially to our Board.

John C. Asbury
		Age 58 \| Director Since 2016 \| Richmond, Virginia Mr. Asbury has been Chief Executive Officer of the Company since January 2017, and President of the Company since October 2016. He also serves as Chief Executive Officer of the Bank, a position he has held since October 2016, and he previously served as President of the Bank from October 2016 until September 2017 and May 2018 until September 2018. Before joining us, he served as President and Chief Executive Officer of First National Bank of Santa Fe from February 2015 until August 2016. Before that, he served as 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. Mr. Asbury also served as a Senior Vice President at Bank of America in a variety of roles. Mr. Asbury received his B.S. degree in Business from Virginia Polytechnic Institute and State University (“Virginia Tech”) and his M.B.A. from The College of William & Mary. Mr. Asbury’s extensive executive-level experience in the banking industry and his knowledge of our business allow him to contribute substantially to our Board.


Michelle A. O’Hara
		Age 48 \| Director Since 2023 \| Reston, Virginia Ms. O’Hara is Executive Vice President and Chief Human Resources Officer for Science Applications International Corporation, Inc. (“SAIC”), a technology integrator and leader in digital transformation for federal government customers, a position she has held since 2019. Ms. O’Hara leads SAIC’s human capital capabilities, including organizational design, culture transformation, talent management, upskilling and diversity, equity, and inclusion. In addition, she leads SAIC’s marketing, communications and ESG functions. Before that, she held various executive-level positions at SAIC including Senior Vice President, Human Resources from 2018 until 2019 and Senior Vice President, Total Rewards from 2016 until 2018. Before SAIC, she served in senior leadership roles at global professional services and technology companies including BearingPoint, Perot Systems Corporation and Booz Allen Hamilton. Ms. O’Hara currently serves on the board of directors for the HR Policy Association, the leading public policy organization of large company Chief Human Resources Officers. Ms. O’Hara received her B.S. from the College of William and Mary. Ms. O’Hara’s extensive executive-level experience in human resources, human capital management, marketing, communications and ESG at a large public company allows her to contribute substantially to our Board.


		Our Board recommends you vote “FOR” each of the 14 nominees listed above for election as a director.


Amount of Cash Retainer		Position
$45,000		Board Members
$80,000		Additional Fee to Chair
$20,000		Additional Fee to Vice Chair
$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


			Change in
			Pension
			Value and
	Fees		Nonqualified
	Earned		Deferred
	or Paid in	Stock	Compensation	All Other
	Cash⁽¹⁾	Awards⁽²⁾	Earnings⁽³⁾	Compensation	Total
Name	($)	($)	($)	($)	($)
Patrick E. Corbin⁽⁴⁾	43,000	105,011	—	—	148,011
Heather M. Cox⁽⁵⁾	45,333	45,005	—	—	90,338
Rilla S. Delorier	58,333	60,000	—	—	118,333
Frank Russell Ellett⁽⁴⁾	27,000	105,011	—	—	132,011
Paul Engola⁽⁶⁾	—	—	—	—	—
Donald R. Kimble⁽⁶⁾	—	—	—	—	—
Patrick J. McCann	86,000	60,000	—	—	146,000
Michelle A. O’Hara⁽⁶⁾	—	—	—	—	—
Thomas P. Rohman⁽⁷⁾	70,000	60,000	—	—	130,000
Linda V. Schreiner	82,333	60,000	—	—	142,333
Thomas G. Snead, Jr.⁽⁷⁾	80,667	60,000	—	—	140,667
Ronald L. Tillett	127,000	60,000	—	—	187,000
Keith L. Wampler	78,000	60,000	—	—	138,000
F. Blair Wimbush	77,000	60,000	—	—	137,000


	2023		2022
Audit fees⁽¹⁾	$	1,941,500	$	1,592,915
Audit-related fees⁽²⁾		40,000		40,000
Tax fees⁽³⁾		156,350		97,800
All other fees⁽⁴⁾		130,000		—
Total	$	2,267,850	$	1,730,715


Name	Age	Position
John C. Asbury	58	President and CEO of the Company and CEO of the Bank
Robert M. Gorman	65	Executive Vice President (“EVP”) and Chief Financial Officer of the Company
Maria P. Tedesco	63	EVP of the Company and President and Chief Operating Officer of the Bank
Rachael R. Lape	50	EVP, General Counsel and Secretary of the Company
Matthew L. Linderman	49	EVP of the Company and Chief Information Officer of the Bank
Clare Miller	44	EVP and Chief Human Resource Officer of the Company
Shawn E. O’Brien	52	EVP of the Company and Consumer and Business Banking Group Executive of the Bank
David V. Ring	60	EVP of the Company and Wholesale Banking Group Executive of the Bank
Sherry Williams	62	EVP and Chief Risk Officer of the Company
Douglas F. Woolley, Jr.	66	EVP of the Company and Chief Credit Officer of the Bank


	Common Stock		Depositary Shares
	Amount and		Amount and
	Nature of		Nature of
	Beneficial	Percent	Beneficial	Percent
Name of Beneficial Owner	Ownership	of Class	Ownership	of Class
Directors who are not NEOs:
Nancy Howell Agee⁽¹⁾	31,414	*	—	*
Patrick E. Corbin⁽²⁾	56,177	*	—	*
Rilla S. Delorier	3,465	*	—	*
Frank Russell Ellett	41,520	*	—	*
Paul Engola	582	*	—	*
Donald R. Kimble	7,582	*	—	*
Patrick J. McCann⁽³⁾	28,497	*	—	*
Michelle A. O’Hara	582	*
Thomas P. Rohman	18,092	*	—	*
Linda V. Schreiner	18,858	*	—	*
Joel R. Shepherd⁽⁴⁾	108,212	*	—	*
Thomas G. Snead, Jr. ⁽⁵⁾	48,382	*	—	*
Ronald L. Tillett⁽⁶⁾	40,337	*	—	*
Keith L. Wampler⁽⁷⁾	38,510	*	—	*
F. Blair Wimbush⁽⁸⁾	13,488	*	—	*
NEOs:
John C. Asbury⁽⁹⁾	227,944	*	—	*
Robert M. Gorman⁽¹⁰⁾	76,918	*	—	*
Maria P. Tedesco⁽¹¹⁾	67,284	*	800	*
Matthew L. Linderman⁽¹²⁾	10,738	*	—	*
David V. Ring⁽¹³⁾	34,888	*	—	*
All Directors and Executive Officers as a Group (25 persons)	966,430	1.28%	800	*


	Common Stock
	Amount and Nature of
Name and Address of Beneficial Owner	Beneficial Ownership	Percent of Class	⁽¹⁾
The Vanguard Group⁽²⁾
100 Vanguard Blvd.
Malvern, PA 19355	9,290,826	12.4%
BlackRock, Inc.⁽³⁾
50 Hudson Yards
New York, NY 10001	10,703,008	14.2%
Dimensional Fund Advisors LP⁽⁴⁾
6300 Bee Cave Road
Building One
Austin, TX 78746	4,917,690	6.5%


	For the Years Ended December 31,
Select Business Highlights	2023		2022		2021		2020		2019
Total Assets	$	21.17B	$	20.46B	$	20.06B	$	19.63B	$	17.56B
Net Income	$	201.82M	$	234.51M	$	263.92M	$	158.23M	$	193.53M
ROA		0.98%		1.18%		1.32%		0.83%		1.15%
ROTCE		14.85%		17.33%		16.72%		11.18%		14.26%
Efficiency Ratio		61.32%		57.46%		61.91%		60.19%		62.37%
Cash Dividends Paid Per Common Share	$	1.22	$	1.16	$	1.09	$	1.00	$	0.96



What We Do

Pay for Performance		A meaningful portion of executive compensation is linked to key metrics of our financial performance.


Emphasize Long-Term Performance		Our time-based restricted stock and PSU awards vest over a three-year period, subject to the achievement of pre-established performance goals for the PSUs.


Stock Ownership Policy		Our stock ownership policy aligns the interests of our executive officers with the interests of our shareholders.


Incentive Compensation Recovery Policy (Clawback Policy)		Our Board has adopted a policy requiring the recoupment of incentive compensation in the event of certain financial restatements.


Annual Risk Assessment		Our Compensation Committee annually assesses the risks of our compensation programs, with the assistance of our risk management department.



What We Don’t Do

No Hedging or Pledging		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.


No Excise Tax Gross-Ups		We do not allow for excise tax gross-ups under employment agreements or other severance plans.


No “Single Trigger” Severance Payments		Cash severance payments in connection with a change in control require a qualifying termination of employment.


Limited Use of Employment Agreements		We limit the use of employment agreements to our CEO, President and COO, and CFO. All other executives are covered under our Executive Severance Plan.


No Dividend Equivalents Earned on Performance-Based Awards		We do not accrue or pay dividend equivalents on unearned performance-based awards during their performance periods.

2023 Peer Group
Ameris Bancorp	Heartland Financial USA, Inc.	TowneBank
Berkshire Hills Bancorp, Inc.	Home BancShares, Inc.	Trustmark Corporation
BankUnited, Inc.	Pinnacle Financial Partners, Inc.	UMB Financial Corporation
Cadence Bank	Renasant Corporation	United Bankshares, Inc.
First Financial Bancorp.	Sandy Spring Bancorp, Inc.	United Community Bank, Inc.
F.N.B. Corporation	Simmons First National Corporation	WesBanco, Inc.
Fulton Financial Corporation	SouthState Corporation	WSFS Financial Corporation
Hancock Whitney Corporation

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


	2023		Increase
Name	Base Salary		from 2022
John C. Asbury	$	900,000	4.0%
Robert M. Gorman	$	485,781	10.0%
Maria P. Tedesco	$	630,691	4.0%
David V. Ring	$	511,396	25.0%
Matthew L. Linderman	$	470,000	N/A⁽¹⁾


			Individual/
	Target as a	Corporate	Divisional
	Percentage of	Goal	Performance
Name	Base Salary	Weighting	Weighting
John C. Asbury	100%	80%	20%
Robert M. Gorman	70%	80%	20%
Maria P. Tedesco	75%	80%	20%
David V. Ring	55%	50%	50%
Matthew L. Linderman	55%	60%	40%


Corporate Performance Measure⁽¹⁾	Weighting	Threshold		Target		Superior
Net Operating Income	25%	$	263,717	$	277,597	$	305,357
Operating ROA	20%		1.27%		1.34%		1.47%
Operating ROTCE	30%		19.14%		20.15%		22.17%
Operating Efficiency Ratio	25%		53.54%		50.99%		45.89%
	100%

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

Areas of Focus		Key Objectives
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


Corporate Performance Measure	Weighting		Updated Forecast		Actual Results		% of Target Achieved
Net Operating Income⁽¹⁾	25%	$	225,472	$	233,106	Above Forecast	103%
Operating ROA⁽²⁾	20%		1.11%		1.14%	Above Forecast	103%
Operating ROTCE⁽³⁾	30%		16.12%		17.21%	Above Forecast	107%
Operating Efficiency Ratio⁽⁴⁾	25%		55.60%		54.15%	Above Forecast	103%
	100%


Name	Individual /Divisional Performance Key Highlights	Payout % for Individual/ Divisional Performance
John C. Asbury	Mr. Asbury achieved strong performance and led his management team through the successful execution of three critical strategic actions during 2023. First, the undertaking of a thorough expense review, led by Mr. Gorman, to improve operating leverage where approximately $17 million in annualized strategic cost saving initiatives were identified. Second, the creation of a multi-year and ongoing relationship with a significant strategic partner, which ultimately resulted in our entering into a merger agreement to acquire American National Bankshares Inc. And third, again in partnership with Mr. Gorman and his team, completing the sale-leaseback transaction which was paired with a balance sheet repositioning whereby a portion of low yielding available for sale securities were sold at a loss and reinvested into higher yielding securities. Mr. Asbury continues to demonstrate strong leadership capabilities and has achieved numerous individual honors and recognition, and through participation in significant banking industry, public and private sector opportunities, has strengthened the Bank’s relationships and reputation across our footprint.	125%
Robert M. Gorman	Mr. Gorman demonstrated exemplary leadership and strategic perspective with a series of proactive actions that enabled us to successfully navigate 2023’s challenging industry environment. Major accomplishments included successfully leading our financial response to the industry turmoil, including developing our strategic cost savings measures that we initiated in the second quarter, which are expected to reduce our annual expense run rate by approximately $17 million, as well as developing our liquidity and depository pricing strategy initiated in response to the turmoil. Mr. Gorman also led our M&A execution strategy that resulted in us entering into a merger agreement to acquire American National Bankshares Inc., as well as executed on sale-leaseback transactions and balance sheet repositioning strategies to position us for a higher-for-longer interest rate environment.	125%


Name	Total Incentive Payout			% of Base Salary
John C. Asbury	$	945,000	⁽¹⁾	105%
Robert M. Gorman	$	357,049	⁽¹⁾	74%
Maria P. Tedesco	$	496,669	⁽¹⁾	79%
David V. Ring	$	316,426	⁽¹⁾	62%
Matthew L. Linderman	$	268,840	⁽¹⁾	57%


Name	Equity Award
John C. Asbury		$45,000
Robert M. Gorman		$20,000
Maria P. Tedesco		$25,000
David V. Ring		$35,000
Matthew L. Linderman		$10,000

Award Type	Portion of LTIP Awards for CEO	Portion of LTIP Awards for All Other NEOs	Vesting or Performance Period
Time-Based Restricted Stock	40%	50%	Three-year ratable vesting
Performance Share Units	60%	50%	Three-year performance period


Performance Measure	Weight	Threshold	Target	Maximum
TSR Rank ⁽¹⁾ - Relative to population of KBW Regional Banking Index constituents	50%	25^th Percentile	50^th Percentile	100^th Percentile
Core ROATCE Rank ⁽¹⁾ - Relative to population of KBW Regional Banking Index constituents	50%	25^th Percentile	50^th Percentile	100^th Percentile
Payout Range (% of Target)	100%	50%	100%	200%


	Time-Based	Performance
	Restricted	Share
Name	Stock	Units⁽¹⁾
John C. Asbury	17,216	25,824
Robert M. Gorman	8,436	8,436
Maria P. Tedesco	11,627	11,628
David V. Ring	6,423	6,424
Matthew L. Linderman	3,746	3,746