	Teammate Benefits and Work Environment
	• We use the term “teammates” to describe our employees because we view the Company as a team. We are committed to maintaining a workplace where all of our teammates feel valued for their contributions and fully engaged with our business.

We use the term “teammates” to describe our employees because we view the Company as a team. We view our teammates’ experience holistically, and we strive to reward high performance and achievement, provide opportunity for professional growth, create a positive and engaging work environment, and focus on each teammate’s wellbeing.

In addition to offering competitive health plans, generous paid time off and robust retirement plans, we:

•

conduct annual anonymous teammate surveys to evaluate our culture and assess teammate engagement, innovation, trust and commitment, along with additional surveys to get feedback on timely or important workforce issues;

•

established a teammate advisory group with teammates across different levels and business/functional areas to provide feedback on our culture, programs, benefits, policies, and other issues;

•

provide teammates with professional development and skills training on a wide range of topics through our electronic learning platform, which includes e-learning, job aids, videos, instructor-led, and on-the-job practice supported by trained mentors;

•

offer an Employee Stock Ownership Plan that allows eligible teammates to acquire shares of our common stock; and

•

encourage our teammates’ professional development and reimburse eligible tuition expenses up to an annual limit.

•

On a regular basis, the Company conducts an anonymous teammate survey using the framework of the Denison Model to evaluate the health of its culture, with a specific focus on teammate engagement, innovation, trust

	Diversity, Equity and ~~commitment trends within the Company.~~ • ~~We provide competitive compensation and benefits to our teammates, and we offer opportunities through training and development.~~ • Our medical plans offer preventative care services covered at 100%, prescription drug benefits, mental health and substance abuse coverage and a large network of doctors and hospitals to help our teammates and their families improve or maintain their health. • We match teammate 401(k) plan contributions, including (i) for a teammate’s 1% – 3% dollar contributions, we match 100% of such dollar contributions; and (ii) for a teammate’s 4% – 5% dollar contributions, we match 50% of such dollar contributions. • ~~The ESOP is an employer funded retirement plan that is intended to provide certain teammates an opportunity to acquire shares of common stock in the Company.~~ • ~~We encourage our teammates’ professional development, including by reimbursing eligible tuition expenses up to $5,000 annually.~~ Inclusion
	~~Diversity and Inclusion~~			• ~~We are committed to hiring diverse talent, fostering an inclusive environment, promoting people on their merits and treating everyone with respect and dignity.~~ • ~~As of December 31, 2019, 66.0% of our teammates were women and 20.2% of our teammates self-identified as minorities.~~ • ~~We maintain equal employment opportunity and career development practices and policies.~~ • We have formal policies that not only forbid discrimination based on protected classifications but also require that all teammates treat all individuals with respect, courtesy and fairness. The policy also sets forth a formal reporting and complaint procedure. • In 2018, the Bank officially launched its Supplier Diversity Program, which seeks to identify and develop partnerships with business enterprises that are majority owned, operated and controlled by minorities, women, lesbian, gay, bisexual, transgender, veterans, service-disabled veterans, people with disabilities as well as small and disadvantaged business enterprises. In 2018, we placed almost $13 million in 240 small and diverse businesses through our program.
	~~Governance~~			• ~~17 of the 18 members of our Board of Directors are independent of management, including all members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.~~ • ~~Our directors represent a well-rounded variety of skills, knowledge, experience and perspectives.~~

We are committed to hiring diverse talent, fostering an inclusive environment, promoting people on their merits, and treating everyone with respect and dignity. We believe that a diverse workforce is important to our success. As of December 31, 2022, approximately 65% of our teammates were women and approximately 23% of our teammates self-identified as minorities. To support diversity, equity and inclusion efforts, we:

•

maintain equal employment opportunity, anti-discrimination and anti-harassment policies that prohibit discrimination based on protected classifications and require that all teammates treat each other with respect;

•

maintain an online portal that allows teammates to raise workplace concerns and complaints anonymously and related policies and procedures that seek to ensure appropriate, retaliation-free handling of workplace concerns and complaints;

•

established a Diversity, Equity and Inclusion Council led by the Bank’s President and includes a cross-functional group of teammates from diverse backgrounds, that manages our efforts to create a more diverse, equitable, and inclusive workplace;

•

require teammates to participate in e-learning courses created by external experts in workplace diversity, inclusion, and sensitivity, to educate teammates on issues such as cultural sensitivity and unconscious bias;

•

established a Summer Diversity Internship Program and partner with historically black colleges and universities within our footprint to seek to introduce more diversity to banking;

•

provide financial support to organizations within our communities that promote diversity, equity and inclusion;

•

seek to identify and develop partnerships with business enterprises that are majority owned, operated and controlled by minorities, women, LGBTQ+ individuals, veterans, service-disabled veterans, and people with disabilities, as well as small and disadvantaged business enterprises; and

•

established Employee Resource Groups, in which we welcome all teammates and allies to join, including the Women’s Inclusion Network; Allies of Individuals Differently Abled; AUB Gets Vets; and Black Teammates United in Leadership and Development, all of which offer professional development opportunities such as mentoring, skill building and partnering to acquire talent and meet business goals.

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				• ~~During 2019, our directors continued to be engaged with average director attendance for Board and committee meetings of 96%.~~ • We have implemented a majority vote standard for uncontested director elections that is effective for the Annual Meeting. In addition, pursuant to our Director Resignation Policy, if an incumbent director nominee is not elected to the Board of Directors, he or she must submit an offer of resignation promptly to the Board of Directors, which will then determine whether to accept or reject the offered resignation, or whether to take other action. • We are asking our shareholders to approve an amendment to our Articles of Incorporation to declassify our Board of Directors. If shareholders approve this amendment, after a phase-in period, all directors will be elected annually. • ~~Each share of our common stock has equal voting rights with one vote per share.~~
	~~Business Conduct~~			• ~~We believe in, and believe that we maintain, a culture of compliance that promotes high standards of ethics and compliance for our business.~~ • ~~Our Code of Business Conduct and Ethics sets forth expectations of our directors and teammates with respect to integrity, conflicts of interest, compliance and transparency and reporting.~~ • ~~We maintain policies directed specifically at prohibiting and preventing bribery and other corrupt business practices.~~ Governance

We believe that sound and effective corporate governance is the foundation on which to build our corporate culture and communicate our commitment to our core values. Our strong corporate governance policies and practices support our efforts to continue to enhance the value we create for our teammates, shareholders, customers and communities. By way of example, we have implemented a number of corporate governance actions to reflect best governance practices, including those listed below and as further detailed in this proxy statement:

•

Our directors represent a well-rounded variety of skills, knowledge, experience, and perspectives.

•

We separate the roles of Chief Executive Officer and Chairman.

•

We have a majority vote standard for uncontested director elections, as well as a Director Resignation Policy that requires any incumbent director nominee who fails to receive a majority of the votes cast to submit an offer of resignation to the Chairman, and the Board, after reviewing the recommendation of the Nominating and Corporate Governance Committee, will determine whether to accept, reject, or take other action with respect to the resignation.

•

At least four times per year, our independent directors hold an executive session without management present.

•

Our Board has a robust annual self-evaluation process, overseen by our Nominating and Corporate Governance Committee, in which our directors evaluate how the Board and its committees are functioning.

•

Our directors are elected annually to serve one-year terms.

•

Each share of our common stock has equal voting rights with one vote per share.

•

We require that our executive officers and directors own a meaningful amount of our common stock pursuant to our Executive Stock Ownership Policy and Non-Employee Director Stock Ownership Policy.

•

We prohibit our executive officers and directors from hedging and pledging our stock.

	• We maintain a whistleblower policy and anonymous reporting system for the communication of teammate concerns regarding accounting, auditing or other matters relating to violations of the federal securities laws or fraud to the Audit Committee, Chief Audit Executive or General Counsel. • ~~We have a policy prohibiting the use of company funds for political purposes.~~ • ~~All teammates receive annual compliance training on key policies and procedures including, without limitation, our Code of~~ Business Conduct ~~and Ethics, our Policy Statement on Insider Trading, our Whistleblower Policy and the Bank Bribery Act.~~ • We have published a Code of Conduct for our suppliers to provide direction on the expectations that the Company places on any firm that it does business with in terms of honesty, integrity and professionalism.
	~~Privacy and Information Security~~			• ~~We maintain privacy policies, management oversight, accountability structures and technology design processes to protect private and personal data.~~ • ~~Our information security program is overseen by senior management, and our Board of Directors reviews our information security program at least annually.~~ • ~~We conduct mandatory teammate training on information security annually.~~

We believe that one of our most valuable assets is our established reputation for integrity, and we are committed to a culture of compliance that promotes the highest ethical standards. Therefore, we:

•

have established a Code of Business Conduct and Ethics (“Code of Ethics”), which applies to all teammates and directors intended to, among other things, promote honest and ethical conduct, promote compliance with laws, protect our assets, promote fair dealing, deter wrongdoing and ensure accountability for adherence to the code;

•

require all teammates and directors to annually certify that they have read, understand and will abide by the Code of Ethics;

•

maintain an online portal through which teammates can anonymously report violations of the Code of Ethics and raise workplace concerns of any kind;

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maintain a Conflicts of Interest Policy that requires directors and executive officers to disclose actual or potential conflicts of interest to the Audit Committee for review;

•

maintain a Whistleblower Policy and an online portal through which teammates can anonymously communicate concerns regarding accounting, auditing or other matters;

•

require all teammates to complete and pass annual compliance training on key policies and procedures including, without limitation, our Code of Ethics, our Policy Statement on Insider Trading, our Whistleblower Policy, our Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) Program Policy and the Bank Bribery Act;

•

maintain a supplier Code of Conduct, which sets forth our expectations for honesty, integrity and professionalism in our relationship with suppliers;

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•

have established an ESG Risk Program as a component of enterprise risk management review that is designed to assist us in aligning with evolving regulatory expectations while driving strategic identification of key ESG risk exposures and opportunities across multiple business functions;

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have established an Office of the President, which oversees the enterprise complaint management function and monitors and responds to customer complaints, elevating such complaints as appropriate, in order to convert customer feedback into actionable improvements in how we run our business; and

•

review our products and services to seek to ensure that they continue to address customer need, are competitive, and are being delivered as disclosed and intended.

	Privacy and Cybersecurity

We strive to protect the privacy and security of the sensitive information our customers entrust to our care by, among other things:

•

maintaining privacy policies, management oversight, accountability structures, and technology design processes to help protect private and personal data;

•

maintaining oversight of our information security program by senior management, the Risk Committee, and our Board;

•

conducting annual mandatory teammate training on information security, and providing ongoing information security education and awareness for teammates, such as online training classes, mock phishing attacks and information security awareness materials;

•

using independent third parties to perform penetration testing of our infrastructure to help us better understand the effectiveness of our controls and improve defenses, and to conduct assessments of our program for compliance with regulatory requirements and industry guidelines; and

•

establishing an incident response program intended to enable us to mitigate the impact of, and recover from, any cyber-attacks, and facilitate communication to internal and external stakeholders, as needed.

We had no material data breaches in 2022.

	Community Engagement
	• We are committed to enhancing and improving the communities where our customers live, work and play. Our sponsorship and giving strategies allow us to engage with our teammates and partners to enrich the lives of the people we serve.

We are committed to enhancing and improving the communities where our customers live, work and play. Our sponsorship and giving strategies allow us to engage with our teammates and partners to enrich the lives of the people we serve.

•

To maximize and encourage community service, we provide 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.

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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.

•

~~We encourage teammate charitable giving through our MyGiving program, where the Bank matches up to $500 annually on a teammate’s eligible donations.~~

•

~~In 2018, 165 organizations across our footprint received volunteer hours or in-kind donations from the Bank and our teammates.~~

•

~~In 2018, we invested approximately $42~~We encourage teammate charitable giving through our MyGiving program, where we match up to $500 annually of a teammate’s eligible donations.

•

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.

	Environment

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:

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support housing resiliency through, among other things, donations to Housing Forward Virginia, an organization that offers housing flood mitigation education programs; and

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encourage conservation and recycling through our secure shred program.

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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

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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

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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.

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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 online~~certain legal and regulatory requirements • Oversees risks associated with, among others things, financial ~~literary resource~~accounting 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

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	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 classrooms~~be paid to our executive officers (as defined in the ~~communities we serve, preparing students~~charter), including our CEO • Recommends non-employee director compensation for Board approval • Oversees risks relating to ~~manage their financial future. To date, we’ve reached more~~our 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
	~~Environment~~ Members: 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, donations~~Makes 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 • ~~In 2019, we recycled 674,872 pounds of paper through our secure shred program. By doing so, we avoided 488,607 pounds of CO~~2 ~~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 • WeOversees Board succession planning • 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 of~~independent 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

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	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

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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.

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DIRECTOR COMPENSATION

The Board ~~of Directors~~ determines the compensation of ~~the~~its non-employee members ofafter considering the ~~Board~~recommendation 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 ~~for~~of 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 ~~utilized~~used 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~~

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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.

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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 in~~Under the program, ~~a director must have~~he previously elected to forego the director’s fees that would otherwise have been payable to him by ~~Union Bank and Trust Company~~UBT 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 ~~upon~~when 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 in~~service 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 agreement~~Board effective December 31, 2022.

(9)

In connection with Mr. ~~Hansen calls for the Bank~~Hansen’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 with~~remaining 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 membership~~equity grant, that he would have received had he remained on the Board through the date of ~~Directors.~~our 2023 annual meeting.

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~~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 of~~Ms. 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 of~~Myers 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 and~~effective February 21, 2022.

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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 ~~Accounting~~Accountant Fees

~~The Company’s~~Our independent registered public accounting firm, EY, billed the following fees for services provided to ~~the Company~~us for the audit of ~~the Company’s~~our annual financial statements for the fiscal years ~~2019~~2022 and ~~2018~~2021 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 ~~2019~~2022 and ~~2018~~2021 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 ~~purchase~~new 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 audit~~2022 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 ~~2019~~2022 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 ~~2019~~2022 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

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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. The~~22, 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’s~~our system of internal controls, the Audit Committee monitors and reviews ~~the Company’s~~our 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 ~~periodically~~annually and recommends any changes to the Board for approval. Under applicable law, the Audit Committee has sole responsibility for the selection of ~~the Company’s~~our independent registered public accounting firm. The Audit Committee is also responsible for the compensation and oversight of ~~the Company’s~~our independent registered public accounting firm.

~~Prior to~~

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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 ~~regards~~regard to engagement partner selection.

~~The Company’s~~Our independent registered public accounting firm is responsible for performing independent audits of ~~the Company’s~~our consolidated financial statements and ~~its~~our 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’s~~our 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’s~~our consolidated annual financial statements to accounting principles generally accepted in the United States of America and whether ~~the Company’s~~our 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’s~~our financial statements for the year ended December 31, ~~2019.~~2022. Management represented to the Audit Committee that ~~the~~our 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 ~~the~~our consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee ~~also~~reviewed 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’s~~our internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee

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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 ~~the~~our internal controls, ~~of the Company,~~ and the overall quality of ~~the~~our 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’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2022 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

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~~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 President~~62	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 President~~EVP 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 Operations~~Risk 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.

	Robert M. Gorman

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.

	Maria P. Tedesco

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.

	Matthew L. Linderman

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.

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	Clare Miller

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.

	Shawn E. O’Brien

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.

	David V. Ring

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.

	Sherry Williams

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.

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STOCK OWNERSHIP OF ~~COMPANY COMMON STOCK~~DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

The following ~~table sets~~tables 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 ~~the~~of 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

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common stock or depositary shares as to which the individual has sole or shared voting or investment power. ~~The table also includes~~None of these persons has any right to acquire shares of our common stock ~~that the individual has the right to acquire~~or depositary shares, as applicable, within 60 days of ~~March 11, 2020~~February 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 ~~78,856,667~~74,979,053 shares of ~~the Company’s~~our common stock outstanding as of ~~March 11, 2020, except~~February 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

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~~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’s~~our 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 3,260~~19,552 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 shares~~13,072 share of common stock held ~~jointly~~indirectly by Mr. ~~Hansen and his spouse and 1,485 shares of common stock held by Mr. Hansen’s spouse~~Corbin as ~~co-trustee~~Trustee 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 ~~2,772~~37,322 shares of common stock held indirectly by Mr. ~~Murphy~~Snead as Trustee and settlor of ~~his late spouse’s estate.~~a trust.

~~(7)~~

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(4)

Includes ~~1,000 shares of common stock registered in the name of Mr. Myers’s spouse.~~

~~(8)~~

~~Includes 4,156~~7,035 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 ~~7,738~~22,301 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 ~~34,789~~5,448 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 ~~12,286~~13,093 shares of restricted stock over which Mr. Gorman has no investment power until such shares vest.

~~(12)~~
(9)

Includes ~~8,665~~21,923 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 ~~7,715~~6,719 shares of restricted stock over which Mr. ~~Brown~~O’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)

~~This~~Based solely on information as of December ~~31, 2019 is based solely on~~30, 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 ~~78,036~~0 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 ~~7,089,482~~5,527,994 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)

~~This~~Based solely on information as of December ~~31, 2019 is based solely on information provided~~30, 2022 contained in Amendment No. 8 to Schedule 13G filed with the ~~Company by Wellington Management Group LLP~~SEC on February ~~3, 2020 that Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP had shared~~10, 2023, which reported sole voting power over ~~5,099,057~~5,127,062 shares and ~~shared~~sole dispositive power over ~~5,767,076 shares~~5,213,011 shares. Dimensional Fund Advisors LP, a registered investment adviser, furnishes investment advice to four registered investment companies, and ~~Wellington Management Company LLP had shared~~serves 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 ~~4,825,688~~the 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.

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COMPENSATION DISCUSSION AND ANALYSIS

~~Introduction~~

~~During 2019~~Named 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 time~~end 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’s~~end 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 incentives~~are designed to attract, retain, and motivate ~~the~~our 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’s~~our 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’s~~terms “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 provides~~we 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’s~~Our executive compensation programs are designed to ~~link~~pay for performance by linking the compensation ~~that its Executive Group receives~~our executive officers receive through ~~the Company’s~~our various incentive plans to ~~its~~our financial performance. In making compensation decisions, the Compensation Committee considers ~~market~~the practices and compensation levels of the ~~Company’s~~market, our performance and good governance practices. ~~The Company’s~~Our goal is to ensure that ~~its~~our compensation programs are competitive in attracting, motivating, and retaining high level executive talent, are commensurate with ~~its~~our financial performance, and are ~~generally~~ aligned with the interests of ~~its~~our shareholders.

Each compensation element is generally targeted to the median of ~~“market,” which is defined through~~ the ~~use of a~~applicable 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 ~~should~~will result in total compensation that is higher than the ~~Company’s~~median of our peers, while substandard financial performance ~~should~~will result in total compensation that is lower than ~~its~~the median of our peers.

When setting goals and objectives under the various compensation programs, the Compensation Committee considers ~~the~~our overall corporate strategy and how the goals enhance and support ~~the~~that strategy. In

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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 ~~four~~five years, ~~the Company has~~we have grown through ~~disciplined expansion~~a combination of organic growth and acquisitions from ~~$7.7~~an institution with $9.3 billion in total assets to ~~over $17~~more than $20.4 billion in total assets. During this time, ~~the Company~~we made significant investments in both people and infrastructure, ~~to ensure that the right leaders, systems and processes are in place to continue~~while continuing to deliver solid

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financial results. ~~During~~Over this five-year period ~~the Company has seen improvements in all return measures and operational efficiency, as well as increased~~we 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 in~~above 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, all~~median of ~~which are adjusted to “operating” measures which exclude items that are not viewed~~our 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.~~ [MISSING IMAGE: bc_totalreturn-4c.jpg]

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 ~~following~~above 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

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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’s~~2022 performance ~~for 2019~~highlights in support of ~~its~~our strategic plan:

•

~~The Company achieved the number one ranking~~In 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 Study~~SM.top 50 on Forbes’ 2022 America’s Best Banks list.

•

~~The Company created~~We 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 Company~~We 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 ~~Digital~~Human Resources Officer; Sherry Williams, Chief Risk Officer; and ~~Customer Experience~~Mitch York, Chief Investment Officer and ~~David Zimmerman, Middleburg Financial President.~~Managing Director of the Wealth Management division.

Key 2022 Compensation Highlights

~~TABLE OF CONTENTS~~

~~Below~~The following are some ~~highlights~~ of ~~the Company’s executive~~our key 2022 compensation ~~programs for 2019:~~highlights:

•

~~Base~~We adjusted NEO base salaries ~~of the NEOs were adjusted~~ to ~~ensure~~maintain competitiveness with the market median of ~~the selected~~our 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.

•

~~Payments~~We made payments under the MIP ~~the Company’s short-term incentive compensation plan, were made~~ to ~~the~~our 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 ~~the~~our 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.

•

~~Equity~~We granted equity awards ~~were made~~to 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 55~~th ~~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 to~~bolstered by the ~~other~~ best practices embedded in ~~the Company’s~~our executive compensation programs designed to ensure that the Compensation Committee maintains effective governance and oversight of the programs. ~~The chart below illustrates the Company’s~~Our compensation governance model defines the enterprise-wide approach for the cross-functional management of incentive compensation programs to ensure proper risk oversight, process and ~~its~~controls. The model follows a continual ~~processes.~~process consisting of four key areas, as follows:

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~~In addition to the above, the table~~Pay 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 in~~reinforce our principles, support risk management and align with the long-term interests of ~~its~~our 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 extent~~pre-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.

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		~~No Extensive Use of Employment Agreements~~ • ~~The Company limits~~We limit the use of employment agreements to ~~the~~our CEO, President and COO, and CFO. All other executives are covered under ~~the Company’s~~our 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 does~~We do not accrue or pay dividend equivalents on unearned performance-based awards during their performance periods.

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Compensation Philosophy and Objectives

~~The Company’s “total compensation philosophy” related to~~Our executive compensation philosophy is to provide competitive, market-based total compensation programs that are aligned with ~~the Company’s~~our short- and long-term business strategies, tied to ~~Company~~our performance, and ~~supportive of~~aligned with the interests of ~~its~~our shareholders.

Within this framework, ~~the Company observes~~we 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 ~~with~~depending upon performance against both our annual ~~Company goals~~corporate performance measures and ~~individual objectives. Members of the Executive Group are rewarded for achieving~~individual/divisional performance measures, as applicable. We incentivize our executive officers to achieve targeted performance against ~~the Company’s~~our operational and financial goals, as well as individual growth objectives, ~~and are provided with an incentive to achieve~~by tying greater financial results ~~for~~to 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 ~~the~~our 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 ~~reward~~motivate the execution and achievement of long-term results.

•

Align compensation with shareholder ~~interests:~~ ~~The~~value creation: We use equity-based compensation to align the financial interests and objectives of ~~the Company’s Executive Group are generally aligned~~our executive officers with those of ~~its shareholders through the risks~~our 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 ~~market~~designed to be competitive with ~~the Company’s~~our identified industry peer group ~~and permit the Company~~ to ~~hire~~allow us to attract and retain ~~high quality individuals at all levels. Several~~high-performing individuals. Also, several of our compensation programs include the use of long-term equity compensation to encourage retention. ~~The Company recognizes~~We recognize that by attracting and retaining ~~high quality~~high-performing executives, ~~its~~our customers and shareholders will benefit from their expertise, ~~high~~superior 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. All~~compensation. Our performance-based plans ~~maintain~~also contain both threshold and maximum payout levels, ~~of payout~~ as well as clawback provisions. ~~Program flexibility is also provided~~We generally seek to ~~respond to the changing dynamics within the banking industry.~~

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~~Each~~target each compensation element ~~is generally targeted~~ to the median of ~~the market, which is defined through the use of a select~~our identified peer group ~~and survey data the Compensation Committee deems comparable. The~~to ensure compensation levels are appropriate. Finally, our compensation programs and review process ~~are designed~~allow us to ~~allow for adjustments~~account 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 with~~The 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 of~~Charter, the Compensation Committee ~~are to:~~is responsible for, among other things:

•

~~review~~Establishing our overall executive compensation philosophy and ~~recommend to~~ the ~~Board for approval the~~goals 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;

•

~~provide continuous oversight of executive compensation plans~~

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•

Annually reviewing and ~~ensure they adhere to~~approving the ~~Company’s overall total compensation philosophy, including an appropriate balance between risk and financial results;~~

•

~~review and ensure compliance with the compensation rules and regulations applicable to the Company under the Dodd-Frank Act and certain SEC disclosure rules;~~

•

~~approve the MIP~~ corporate goals and objectives relevant to ~~the Executive Group~~our CEO’s compensation and, ~~evaluate the Company’s~~together 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;

•

~~recommend~~Annually reviewing and approving the compensation of all other executive officers;

•

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 member~~adoption, 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

•

~~review~~Reviewing and ~~recommend~~recommending to the Board the ~~appropriate level~~form and ~~type~~amount 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 service~~of 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 members~~our 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 consulting~~consultant. 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;

•

~~assist~~assisting in the development of compensation guidelines used during the executive hiring process;

•

~~review~~reviewing the Compensation Discussion and Analysis section of the proxy statement;

•

~~assist~~assisting in ~~developing~~the development of goals for ~~the~~our short- and long-term incentive plans; and

•

~~update the Compensation Committee about~~providing updates on regulatory matters and ~~trends;~~trends.

•

~~assist with the development of 2019 executive compensation decisions; and~~

•

~~attend Compensation Committee meetings.~~

~~Pearl Meyer reports directly to the Compensation Committee and~~Meridian does not ~~provide~~perform any other services tofor the Company.

The Compensation Committee ~~analyzed whether~~considered the ~~work~~independence of both Pearl Meyer ~~raised any conflicts~~and Meridian in light of ~~interest, taking into consideration~~applicable SEC rules and listing exchange standards. In so doing, the Compensation Committee

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considered the following factors, among others: (i) whether the ~~provision of~~consultant provides other services to ~~the Company by Pearl Meyer;~~us; (ii) the amount of fees ~~the Company~~we paid to ~~Pearl Meyer~~the consultant as a percentage of ~~Pearl Meyer’s~~the consultant’s total ~~revenues;~~revenue; (iii) ~~Pearl Meyer’s~~the consultant’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of ~~Pearl Meyer~~the consultant or the individual compensation advisors employed by ~~Pearl Meyer~~the 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 of~~whether the ~~Company owned by Pearl Meyer~~consultant 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 have~~and Meridian did not ~~created~~raise any conflicts of interest.

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Compensation Benchmarking and Decisions

~~The Company conducts annually a benchmarking and peer group exercise with~~Each year, the Compensation Committee, ~~and~~ with the assistance of ~~Pearl Meyer. In September 2018, Pearl Meyer presented~~its 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 ~~review~~benchmarking 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’s~~composition of its peer group ~~that utilized as~~annually. In selecting our peer group for 2022, the ~~primary criteria for inclusion~~Compensation Committee began by including publicly traded U.S. banks with assets as(as of the end of the second quarter of ~~2018~~2021) ranging from approximately 50% to 200% of ~~the Company’s~~our 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 ~~was~~is 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

~~Chemical~~WSFS Financial Corporation

~~South State Corporation~~

~~First Midwest~~

Great Western Bancorp, Inc.

~~TowneBank~~

~~Fulton Financial~~SouthState 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.~~

(1)

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 from~~its independent compensation consultant, including the following:

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Pearl Meyer, ~~2018~~2021 National Banking Compensation Survey;

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McLagan, ~~2018~~2021 Regional and Community Banking Compensation Survey;

•

Kenexa, ~~2018~~2021 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.

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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’s~~Our risk management group annually evaluates ~~the Company’s~~our compensation programs as part of ~~its~~our enterprise risk management review. ~~The evaluations include,~~This evaluation includes, but ~~are~~is not limited to, ~~the~~a review of our performance metrics, approval mechanisms and related characteristics of ~~selected Company~~our incentive compensation policies and programs. The goal of the review is to determine whether any of ~~these policies or~~our compensation programs could create risks that may have a material adverse effect on the Company. To date, these reviews have found ~~the~~that our compensation programs do not present ~~undue~~such a risk for the Company. The Compensation Committee ~~considers the results of these reviews and~~ also regularly reviews ~~the~~our incentive compensation arrangements to ensure that

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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, the~~The Compensation Committee annually evaluates the three principal compensation elements ofused in our executive ~~compensation. For 2019, the~~compensation 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 duties~~elements 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 ~~for~~awarded to an individual executive ~~may~~should generally become a larger percentage of the executive’s total direct compensation when he or she assumes more significant responsibilities and has a ~~significant~~greater 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 ~~opportunities~~compensation opportunity percentages at the median of the selected peer group market data. For ~~2019, targeted~~2022, target executive compensation levels were considered in-line with ~~the~~ respective market ~~benchmarks for all components.~~benchmarks.

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~~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 detail~~further below and are also detailed in the Summary Compensation Table ~~as well as in~~and the other tables following this Compensation Discussion and Analysis.

Base Salary

In early ~~2019,~~2022, the Compensation Committee recommended increased base salaries for ~~the~~certain 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 increases~~also 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 individual~~each selected corporate performance ~~during 2018, but to also better align their pay opportunity with~~measure. Under the ~~median~~terms 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.~~

•

~~The Compensation Committee administers the MIP and has final authority with respect to all matters or disputes relating to the plan.~~

•

~~Award payouts~~cash 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.~~

~~Payouts~~employment is terminated before payment is made under the MIP ~~are subject~~for 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 of~~MIP, 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’s~~other negative directive action; or (ii) our credit ~~quality measures the Compensation Committee considers it imprudent to pay awards~~quality. 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 approval~~terms 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.

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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 ~~Goals~~Performance Measures

For ~~most~~our NEOs, other than Messrs. Ring and O’Brien, the largest portion of the ~~MIP payouts is based on~~target 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 ~~2019~~2022 corporate performance measures and weightings, ~~of the MIP~~ taking into consideration quantitative data and considering projected performance in light of events affecting ~~the Company~~us from an economic, regulatory and operational ~~perspective.~~perspective in 2022. Target corporate performance iswas based on ~~the 2019~~our 2022 corporate ~~budget~~plan as ~~adjusted for mid-year Board approved initiatives with additional budgeted dollars.~~

~~The corporate performance measures and their respective weightings as~~originally 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 4~~th ~~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 individual~~Board. 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

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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 against~~between threshold, target and superior performance levels ~~as described above. Payouts for performance between threshold and superior were~~is 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.

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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’s~~our 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 impact~~excludes 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)

~~The~~Operating 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.

(3)

~~The~~Operating ROTCE is calculated by dividing net operating income ~~amounts utilized in ROTCE are~~(defined above), as further adjusted ~~for the after-tax impact~~to 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.

(4)

~~The noninterest expense utilized in the~~Operating efficiency ratio is calculated by taking our adjusted ~~for~~non-interest expense and dividing it by our adjusted revenues. Adjusted noninterest expense excludes the amortization of intangible assets, ~~discontinued~~branch and operations ~~impact of Equipment Finance division start-up~~center closing costs and severance and OREO gains, net of valuation adjustments. ~~The~~Adjusted revenues exclude from noninterest income ~~utilized in this calculation is adjusted for~~gain 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

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~~against his or her~~The following table describes key highlights of each NEO’s individual/divisional ~~goals~~performance 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 Results~~Individual Performance Key Highlights		Payout %
	John C. Asbury		~~Met expectations~~Achieved excellent performance with the completion of the three-year strategic plan ending in ~~his ability~~2022, and transitioned to ~~deliver on the strategic priorities~~a new three-year plan with defined business objectives and priorities. Continued to ~~drive the corporate results~~demonstrate strong leadership capabilities by developing and attracting a first-rate executive team through ~~his exemplary leadership style, his engagement~~both transitions in and ~~around potential merger~~out of the organization during 2022. Achieved numerous individual honors and ~~acquisition activity~~recognition, and ~~his interactions with internal~~through participation in significant banking industry, public and ~~external customers~~private 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 related~~Led the process to ~~leading~~develop our next three-year strategic plan, and ~~supporting~~closed out the ~~merger~~prior plan which was successfully accomplished despite the unexpected challenges of the pandemic. Initiated and ~~acquisition~~led 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 team~~With 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 ~~drive~~lead the ~~revenue lines of businesses and realigned areas of responsibility where necessary~~efforts to ~~improve efficiencies. In addition, made significant achievements with respect to synergies amongst~~transform 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%~~

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Name		~~Actual Results~~Individual 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’s~~our 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-term~~We also use long-term incentive compensation ~~is provided~~ to ~~members of the Executive Group~~motivate our executives to ~~reward them for the execution~~execute and ~~achievement of~~achieve long-term results and to ~~generally~~ align their interests with those of ~~the Company’s~~our 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’s~~our performance relative to peers;

•

industry-specific survey results;

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•

the data and opinions offered by ~~Pearl Meyer,~~ the Compensation Committee’s independent compensation consultant;

•

~~the Company’s~~our 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 Company~~us and the recipient.

~~The Company maintains~~We also maintain a stock ownership ~~guidelines~~policy to support the objective of increasing the amount of ~~Company~~our common stock owned by ~~NEOs and certain other members of management~~our executive officers (including our NEOs), to align the financial interests of ~~management~~our executive officers with the general financial interests of our shareholders, and to seek to ensure that ~~management has~~our executive officers have a significant stake in ~~the organization’s~~our long-term success.

Stock Incentive Plan

~~As of December 31, 2019, the Company had outstanding equity awards to NEOs granted under~~In 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.~~

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~~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 2,500,000~~we can grant up to 4,000,000 shares of ~~the Company’s~~our common stock ~~available for granting stock awards~~ in the form of stock options, restricted stock, restricted stock units, stock awards, ~~performance share units~~PSUs 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 ~~964,713~~1,556,274 shares remaining inunder the AUB SIP for ~~specific~~future grants and awards.

~~2019~~2022 Long-Term Incentive ~~Plan~~Program Awards

The Compensation Committee ~~believes that~~grants 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 the~~our 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 for~~following:

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 to~~will vest in equal annual installments over a three-year period, ~~beginning in 2019. In addition, in order~~provided the executive remains employed through each vesting date, subject to ~~further align the awards with the interests of shareholders, the weighting~~certain 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 1~~st~~, 2~~nd ~~and 3~~rd ~~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 as~~measure 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 ~~determined~~certifies the performance results), subject to ~~continue~~certain exceptions.

In 2022, the Compensation Committee continued its past practice of using ~~a measure of~~our TSR, relative ~~TSR versus~~to the TSR of banks comprising the KBW Regional Banking ~~Index. Vesting~~Index, 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 from~~period based on a threshold of 10% (for relative TSR ~~equal to~~at the 25th ~~percentile of the peer banks) to~~25th percentile), a target of 100% (for relative TSR ~~equal to~~at the 50th ~~percentile of the peer banks) to~~50th percentile), and a maximum of 200% (for relative TSR ~~equal~~at the 100th percentile). In August 2022, the Compensation Committee recommended that the Board approve an amendment to our 2022 PSU awards to change the ~~100~~th ~~percentile)~~threshold payout level from 10% to 50%. ~~Vesting for performance~~The Compensation Committee believes that this amendment better aligns with our compensation peer group and will allow us to maintain

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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 would~~will result in no vesting of the ~~performance share unit~~2022 PSU awards.

In addition, ~~in the case of performance share units, each award is~~all 2022 LTIP awards (time-based restricted stock and PSUs) are subject to clawback by ~~the Company~~us as ~~may be~~ required by applicable law, SEC or ~~NASDAQ rule or~~listing exchange rules and regulation or ~~the Company’s~~our Compensation Clawback Policy. ~~Pursuant to the Company’s~~Under our Compensation Clawback Policy, if ~~the Company is~~we are required to prepare an accounting restatement due to ~~the Company’s~~our 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 has~~PSU and time-based restricted stock awards. We reserve the right to modify ~~future~~other 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.

~~2019~~For 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 Awards~~Program 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 ~~approved~~certified the performance results, and ~~recommended to the Board, which the Board then approved on February 21, 2019, awards of restricted~~were 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

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~~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 ~~Guidelines~~Policy

~~The Company’s~~Our stock ownership ~~guidelines, as originally adopted in 2013 and amended effective January 1, 2018, were~~policy was developed based on a review of competitive market ~~practice. Stock ownership guideline levels~~practice for the ~~NEOs are~~purpose 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 state~~stock 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 vesting~~acquired through our incentive plans or ~~exercise of awards granted~~other 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 the~~our Compensation Committee. As of the April ~~2019~~2022 review, all ~~current~~of our NEOs were in compliance with their respective stock ownership levels or ~~on target~~were within the initial five-year period to achieve ~~their respective stock ownership levels by the expiration~~compliance.

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 ~~the~~our only ~~two~~ NEOs who ~~are covered under individual~~have 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.

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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 participants~~participate in the Atlantic Union Bankshares Corporation Executive Severance Plan as amended and restated effective ~~May 20, 2019~~November 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

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~~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 and~~certain 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.

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~~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;

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•

~~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 in~~to our NEOs, including a description of the ~~Potential~~vesting 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 provides~~We provide limited perquisites to ~~members of its Executive Group.~~ our executive officers, as follows.

In accordance with ~~the Company’s~~our vehicle policy, Messrs. Asbury, Ring and ~~Ring~~O’Brien and Ms. Tedesco are provided with Company-owned and ~~-maintained~~maintained 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 benefits~~also receive reimbursement of certain club memberships.

Our NEOs participate in ~~2018.~~

~~All NEOs are covered under a~~our financial planning allowance program, ~~that~~which provides ~~for~~ reimbursement of certain financial planning expenses up to a $10,000 (net of taxes) annual limit. ~~The Company~~In addition, we also ~~provides to all NEOs the benefit of~~provide our executive officers an executive health program, ~~including~~which for the NEOs includes an annual physical and concierge membership.

~~In 2019 the Company added an executive benefit to~~We 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’s~~our 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 Group~~Our executive officers are eligible to participate in the health and welfare benefit programs available to all of ~~the Company’s~~our employees. These programs include medical, dental, and vision coverages, short- and long-term disability plans, and life insurance. ~~All members of the Executive Group~~Our executive officers are also eligible to participate in ~~the~~our Employee Stock Ownership ~~Plan sponsored by the Company.~~Plan.

In addition, ~~the Company has~~we have a 401(k) ~~profit~~-profit sharing ~~plan. All members of the Executive Group~~plan, and our executive officer participate in this plan and are fully vested in their own contributions. ~~The Company’s~~Our discretionary matching contributions vest at 100% ~~upon~~on two years of service.

The Company and ~~Mr. Gorman~~each NEO are also parties to bank owned life insurance (“BOLI”) agreements. Generally, under each BOLI agreement, ~~the Company has~~we applied to a reputable insurance company for an insurance policy on the executive’s life. The insured executive is requested to designate his beneficiary upon death. A death benefit will be paid to the executive’s designated beneficiary, or to ~~his~~the executive’s estate, as ~~may be~~

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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 Company~~us will be in excess of any death benefit paid to the ~~insured~~ executive’s designated beneficiary.

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The ~~Company entered into BOLI agreements with Mr. Gorman in 2014 and 2015, both of which carry a~~following table outlines the respective cumulative death ~~benefit for his~~benefits 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 ~~2020~~2023

In November ~~2019,~~2022, the Compensation Committee ~~began~~conducted 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 percent~~15% 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 were~~At 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 approved~~for approval a change in the short-term incentive ~~opportunities~~opportunity for Ms. Tedesco and Messrs. ~~Asbury and~~ Gorman and ~~Ms. Tedesco,~~Ring and a change in the long-term incentive ~~opportunities~~opportunity for ~~all~~Mr. 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 ~~the~~all NEOs for ~~2020~~2023 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%

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis ~~that appears~~provided above in this proxy statement. Based on ~~its reviews~~this 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’s~~our 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

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table provides information on the compensation accrued, paid, or ~~paid~~awarded to our NEOs by the Company or its subsidiaries during the years ~~indicated~~indicated.

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.

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(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.

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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 (#)				Grant Date Fair Value of Stock Awards(4) ($)
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 Codification~~FASB 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 ~~values~~value of ~~the performance-based awards in the table above,~~each award was determined based on ~~achievement~~the 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 and~~grant date except that the fair value of each PSU was estimated using the Monte Carlo simulation model. A discussion of ~~the~~our assumptions ~~related to restricted and performance-based awards, refer to the Company’s 2019 Form 10-K~~for stock-based compensation are found in Note 1614, “Employee Benefits and Stock Based ~~Compensation” of~~Compensation,” to our consolidated financial statements included in our 2022 Annual Report on Form 10-K.

(5)

The amount reported reflects the ~~notes~~incremental 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.

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~~(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.

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~~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 50~~th ~~percentile of the peer banks) to a maximum of 200% (for relative TSR equal to 100~~th ~~percentile). Vesting for performance between the stated percentiles is calculated using straight line interpolation. Relative TSR below the 25~~th 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) at~~previously granted to our NEOs that were outstanding as of December 31, ~~2019 for the NEOs.~~2022. None of ~~the~~our NEOs held

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any outstanding stock options as of December 31, ~~2019. This~~2022.

As reflected in the table ~~discloses~~below, all of Mr. Brown’s outstanding restricted stock awards ~~whose ultimate value~~accelerated 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 results~~also 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. Restricted~~PSU 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 value~~Computed by multiplying the number of ~~the stock awards that have not vested, as shown~~shares reported in the ~~above table, was determined based on~~preceding column by the ~~per share~~ closing price of ~~the Company’s~~our common stock on December 31, ~~2019 ($37.55). The shares subject to performance vesting are reported in this table at the target level~~2022 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 NEO~~Represents PSUs that are ~~based upon~~subject to the achievement of ~~specific goals. The actual payout of shares, if any, will be determined by a non-discretionary formula which~~pre-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.~~

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~~Stock Option Exercises~~officer’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 ~~2019~~2022

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’s~~our 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’s~~closing price of our common stock ~~closing price~~ on the business day ~~prior to~~before the vesting ~~date was used.~~date.

Nonqualified Deferred Compensation ~~Plans~~for 2022

~~The Company offers~~We 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

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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 participated~~deferral 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, including~~and each of Mr. Asbury, Mr. Gorman and Ms. Tedesco require us to make certain severance payments and provide severance benefits to the ~~members~~applicable 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 participate~~defined in the ~~401(k) Plan. Each NEO participant is fully vested in~~agreement) or if the executive terminates his or her ~~own contributions~~employment 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 matching~~product 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 discussed~~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 ~~Compensation~~agreement.

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,

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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 into~~been 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.

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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

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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 continuity~~the executive is terminated without cause (as defined in the award agreement or ~~“change~~an 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 ~~Ring~~he 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 estimated~~shows 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 of~~them. At December 31, ~~2019. Under no~~2022, none of our current ~~scenario~~NEOs were eligible for retirement (defined as achieving age 65 in our equity awards) and, therefore, we have omitted retirement from the table.

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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
Name and Event	Cash(1)		BOLI Payment(2)		Restricted Stock(3)		PSUs(4)		Total
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

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Name and Event	Cash(1)		BOLI Payment(2)		Value of Accelerated Vesting				Total
Name and Event	Cash(1)		BOLI Payment(2)		Restricted Stock(3)		PSUs(4)		Total
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 ~~any~~vest 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 ~~officer~~remains 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.

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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 if~~lump 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.

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~~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

~~The additional~~

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 ~~below~~which describes the relationship of the CEO’s annual total compensation to the annual total compensation of a median employee of the ~~Company as required by~~Company.

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 believes~~median 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 to~~To identify the median ~~of the~~ annual total compensation of all of our employees, as well as to determine the ~~Company’s employees, other than~~annual total compensation of our median employee and our CEO, we took the ~~CEO. As~~following steps:

•

We determined that, as of December 31, ~~2017, the Company’s~~2020, our employee population consisted of approximately ~~1,467~~1,931 individuals with ~~100%~~all of ~~the~~these individuals located in the

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United States. This population consisted of all of ~~the Company’s~~our 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 ~~the~~our payroll records ~~of the Company~~ from January 1, ~~2017~~2020 to December 31, ~~2017. Using~~2020.

•

We identified our median employee using this compensation measure, which was consistently applied to all ~~employees, the~~our employees.

•

Once we identified our median employee, we combined all of the ~~Company was identified.~~

~~The 2019~~elements 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 together~~annual total compensation of our CEO, we used the ~~same components of compensation that are required to be included~~amount 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 ~~2019~~2022 was ~~$47,733.~~$46,871.

•

The annual total compensation of Mr. Asbury, the CEO, for ~~2019~~2022 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.

~~DISCLOSURE~~

TABLE OF ~~CERTAIN LEGAL PROCEEDINGS~~CONTENTS

~~Each~~

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)
Year	Summary Compensation Table Total for CEO(1)			Compensation Actually Paid to CEO(2)						Average Compensation Actually paid to Non-CEO NEOs(3)			Total Shareholder Return(4)			Peer Group Total Shareholder Return(4)			Net Income(5) (in thousands)			Operating Return on Tangible Common Equity(6)
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:

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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 directors~~compensation actually paid to our other non-CEO NEOs and ~~executive officers~~the 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 a~~generally 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.

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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 competence~~Peer Group TSR

The graph below shows the relationship between our TSR and ~~integrity~~our 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 any~~our CEO and the average compensation actually paid to our non-CEO NEOs and our TSR.

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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.

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Tabular List of Financial Performance Measures

We consider the following ~~types~~to 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 involvement~~each 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

~~INTEREST~~

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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’s~~our Audit Committee ~~requires~~require 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 determination~~considers, among other factors, whether it is in ~~the~~our best ~~interests of the Company~~interest 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 subsidiaries~~us in the ordinary course of business during ~~2019~~2022 and ~~will~~may have additional transactions with ~~these companies~~us in the future. All loans extended and commitments to lend by ~~Atlantic Union~~the 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.

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DELINQUENT SECTION 16~~(a)~~ ~~Reports~~16(a) REPORTS

Pursuant to Section 16(a) of the Exchange Act, directors, certain officers, and beneficial owners of greater than 10% of ~~the Company’s~~our common stock are required to file reports with the SEC indicating their holdings of and transactions in ~~the Company’s~~our common stock. To ~~the Company’s~~our knowledge, these insiders ~~of the Company~~ complied with all SEC filing requirements during ~~2019,~~2022, except ~~for~~that due to administrative errors at the Company, one ~~late filing~~report on Form 4 reporting two transactions was not timely filed by ~~Dr. Smoot who retired from the Board~~Messrs. Gorman, Brown and Bilko and Ms. Pfautz; two reports on Form 4 reporting an aggregate of ~~Directors~~three 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 Meeting~~annual 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

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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 2021~~our 2024 proxy statement, it must comply with applicable requirements and conditions established by the SEC, including Rule 14a-8 ~~and be received by~~of 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 ~~Company~~address 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, 2021~~3, 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 ~~should~~must be ~~sent to the attention of the Company’s~~received by our Corporate Secretary at Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia ~~23219. The proxy solicited~~23219 by the ~~Board~~applicable 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.

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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 ~~2021~~shares 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 ~~shareholders~~a 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.

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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 ~~confer~~be 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

Election of directors

Majority of
votes cast

No effect

Ratification of the appointment of our independent registered public accounting firm
for 2023

Majority of
votes cast

No effect

Brokers have
discretion
to vote

Approving the compensation of our named executive officers (an advisory, non-binding
“Say on Pay” resolution)

Majority of
votes cast

No effect

Voting on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution)

Majority of
votes cast

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.

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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 presented~~of 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

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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 ~~has~~and 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 notice~~pertinent to annual meeting matters, or that contain derogatory references to individuals, use offensive language, or are otherwise out of ~~such proposal~~order 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 delivered~~person 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 Company~~We 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 Company~~us that your broker or ~~the Company~~us 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 Company~~us if you hold registered shares. You may notify ~~the Company~~us 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

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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 2019~~Shareholders

Our 2022 Annual Report to Shareholders, including ~~the Company’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2022 (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 ~~2019~~2022 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 Company~~We will provide copies of the exhibits to ~~the~~our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2022 upon receipt of a request addressed to Investor Relations at the ~~Corporate Secretary~~foregoing address and payment of a reasonable fee.

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~~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 office~~or 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.~~

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~~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.~~

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[MISSING IMAGE: px_annualmeeting01-bw.jpg]

~~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 select~~recommend a ~~nominee, and~~vote 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 pay~~listed, 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 majority~~every 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~~

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~~(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.~~

~~Authorizations~~frequency 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 VI~~future “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.

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~~DIRECTIONS TO THE WESTIN RICHMOND~~

~~6631 West Broad Street~~
~~Richmond, Virginia 23230~~

~~From The East (Richmond Airport, Williamsburg, Virginia Beach)~~

•

~~Take I-64 West to I-95 North.~~

•

~~Exit 79 to Charlottesville / I-64 W.~~

•

~~Exit Broad Street East (Exit 183B).~~

•

~~Turn Right at The First Traffic Light to The Hotel Entrance.~~

~~From The North (New York, Pennsylvania, Boston)~~

•

~~Take I-95 South to I-64 West (Exit 79).~~

•

~~Do Not Take the Interstate 295 Bypass.~~

•

~~Exit Broad Street East (Exit 183B).~~

•

~~Turn Right at the First Traffic Light to the Hotel Entrance.~~

~~From The South (North Carolina, South Carolina, Florida)~~

•

~~Take I-95 North to I-64 West (Exit 79).~~

•

~~Do Not Take the Interstate 295 Bypass.~~

•

~~Exit Broad Street East (Exit 183B).~~

•

~~Turn Right at the First Traffic Light to the Hotel Entrance.~~

~~From The West (West Virginia, Charlottesville)~~

•

~~Follow I-64 East.~~

•

~~Exit Broad Street East (Exit 183B).~~

•

~~Turn Right at the First Traffic Light to the Hotel Entrance.~~

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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. ~~036HIB~~03RMPC + + ~~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 III~~twelve directors to serve until the ~~2023~~2024 annual meeting of ~~shareholders, or until their mandatory retirement date, whichever is earlier: For Against Abstain~~shareholders: 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’s~~our 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 Card~~thereof 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 ~~electronically~~online or by phone by ESOP participants must be received by 1:3:00 ~~am,~~p.m., Eastern Time, on ~~May 5, 2020~~April 27, 2023. Your vote matters —– here’s how to vote!

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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~~2, 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, 2020~~2, 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 ~~2020~~2023 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.q~~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 May ~~5, 2020.~~2, 2023. The ~~materials~~2023 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 2020~~The 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 present~~shares represented by this ~~admission ticket~~proxy 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 at~~returning this proxy or following the ~~registration desk.~~

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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 Directors~~reverse 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 amendment~~allocated 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!

~~TABLE OF CONTENTS~~

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

	~~GENERAL~~General					11
	~~PROPOSAL 1 – ELECTION OF FIVE CLASS III DIRECTORS.~~Proxy Statement Summary					42
	~~PROPOSAL 2 – APPROVAL OF 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~~Proposal 1—Election of 12 Directors					83
	Proposal 2—Ratification of the Appointment of Our Independent Registered Public Accounting Firm					10
	Proposal 3—Approving Our Named Executive Officer Compensation (an Advisory, Non-Binding Say on Pay Resolution)					11
	Proposal 4—Voting on the Frequency of Future Say on Pay Resolutions (An Advisory, Non-Binding Say on Frequency Resolution)					12
	~~PROPOSAL 3 – APPROVAL OF AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO UPDATE THE PROVISIONS REGARDING INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY~~Our Culture					~~10~~13
	~~PROPOSAL 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Corporate Governance					~~11~~17
	~~PROPOSAL 5 – ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION~~Director Compensation					~~12~~24
	Audit Information and Report of the Audit Committee					26
	~~CORPORATE GOVERNANCE, BOARD LEADERSHIP, AND BOARD DIVERSITY~~Executive Officers					~~13~~28
	Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners					30

	~~DIRECTOR COMPENSATION~~Compensation Discussion and Analysis			~~22~~32
	~~AUDIT INFORMATION AND REPORT OF THE AUDIT COMMITTEE~~Report of the Compensation Committee			~~25~~50
	~~NAMED EXECUTIVE OFFICERS~~Executive Compensation			~~28~~51
	~~OWNERSHIP OF COMPANY COMMON STOCK~~CEO Compensation Pay Ratio			~~28~~63
	~~COMPENSATION DISCUSSION AND ANALYSIS~~Pay Versus Performance			~~31~~64
	Interests of Directors and Executive Officers in Certain Transactions			69
	~~Introduction~~Delinquent Section 16(a) Reports			~~31~~69
	~~Executive Summary~~Other Matters			~~31~~69
	Director Candidates Recommended by Shareholders			69
	Shareholder Proposals for Our 2024 Annual Meeting			70
	~~Compensation Philosophy~~Voting and ~~Objectives~~Other Information			~~35~~70
	~~Role of Compensation Committee~~Attending Our Annual Meeting			~~36~~73
	~~Compensation Consultants~~Additional Information		~~36~~
~~Compensation Benchmarking and Decisions~~74		~~37~~
~~Compensation Risk Assessment~~		~~37~~
~~Elements of Compensation~~		~~38~~
~~Base Salary~~		~~39~~
~~Short-Term Incentive Compensation~~		~~39~~
~~Long-Term Incentive Compensation~~		~~43~~
~~Executive Agreements~~		~~45~~
~~Executive Perquisites and Other Benefits~~		~~48~~
~~Other Benefits and Agreements~~		~~48~~
~~Executive Compensation in 2020~~		~~49~~
~~REPORT OF THE COMPENSATION COMMITTEE~~		~~50~~
~~EXECUTIVE COMPENSATION~~		~~51~~
~~CEO COMPENSATION PAY RATIO.~~		~~56~~
~~DISCLOSURE OF CERTAIN LEGAL PROCEEDINGS~~		~~57~~
~~INTEREST OF DIRECTORS AND OFFICERS IN CERTAIN TRANSACTIONS~~		~~57~~
~~DELINQUENT SECTION 16(a) REPORTS~~		~~58~~
~~OTHER MATTERS~~		~~58~~
~~SHAREHOLDER PROPOSALS~~		~~58~~
~~ADDITIONAL INFORMATION~~		~~58~~
~~APPENDIX A~~		~~A-1~~
~~APPENDIX B~~		~~B-1~~
~~DIRECTIONS TO THE WESTIN RICHMOND~~		~~back cover~~

~~Annual Meeting Year~~	~~Length of Term~~ ~~for Directors~~ ~~Elected~~	~~Year that~~ ~~Term Would~~ ~~Expire~~
~~2020 – Class III Directors~~	~~Three Years~~	~~2023~~
~~2021 – Class I Directors~~	~~One Year~~	~~2022~~
~~2022 – Class I and Class II Directors~~	~~One Year~~	~~2023~~
~~2023 and thereafter – All Directors (No Classes)~~	~~One Year~~	~~One Year Later~~

		~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting~~ ~~of Shareholders to be held on May 5, 2020~~
		A complete set of proxy materials relating to the Annual Meeting is available on the Internet. These materials, including the notice of annual meeting, proxy statement, proxy card, and the 2019 Annual Report & Form 10-K (the “2019 Annual Report to Shareholders”), may be viewed at: ~~http://www.edocumentview.com/AUB~~.

Proposals For Your Vote		Board Voting Recommendation	Page
1.	Election of 12 directors	“FOR” each nominee	3
2.	Ratification of the appointment of our independent registered public accounting firm for 2023	“FOR”	10
3.	Approving the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution)	“FOR”	11
4.	Voting on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution)	“Every Year”	12

	John C. Asbury
	Age 57 \| Director Since 2016 \| Richmond, Virginia

	Patrick E. Corbin
	Age 68 \| Director Since 2018 \| Chesapeake, Virginia

	Heather M. Cox
	Age 52 \| Director Since 2022 \| Alexandria, Virginia \| Other Public Company Boards: NRG Energy, Inc.

	Rilla S. Delorier
	Age 56 \| Director Since 2022 \| Portland, Oregon \| Other Public Company Boards: Coastal Financial Corporation

	Frank Russell Ellett
	Age 56 \| Director Since 2019 \| Roanoke, Virginia

	Patrick J. McCann, Vice Chairman of the Board
	Age 66 \| Director Since 2004 \| Charlottesville, Virginia

	Thomas P. Rohman
	Age 68 \| Director Since 2013 \| Midlothian, Virginia

	Linda V. Schreiner
	Age 63 \| Director Since 2012 \| Richmond, Virginia

	Thomas G. Snead, Jr.
	Age 69 \| Director Since 2018 \| Richmond, Virginia \| Other Public Company Boards: Tredegar Corporation

	Ronald L. Tillett, Chairman of the Board
	Age 67 \| Director Since 2003 \| Midlothian, Virginia

	Keith L. Wampler
	Age 65 \| Director Since 2014 \| Fredericksburg, Virginia

	F. Blair Wimbush
	Age 67 \| Director Since 2018 \| Virginia Beach, Virginia