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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.       )
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Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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ATLANTIC UNION BANKSHARES CORPORATION
(Name of registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
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Atlantic Union Bankshares Corporation
Richmond, Virginia

March 22, 2022​21, 2023
Dear Fellow Shareholders:
You are cordially invited to attend the Annual Meeting2023 annual meeting of Shareholdersshareholders of Atlantic Union Bankshares Corporation. The meeting willCorporation to be held on Tuesday, May 3, 20222, 2023 at 10:00 a.m., Eastern Time. Our priority remains the safety of our shareholders, teammates and community. In response to the continued uncertainty and public health concerns regarding the COVID-19 pandemic, the meeting will be held in a virtual meeting held on the Internet. Therevirtual-only format conducted via a live audio webcast at https://meetnow.global/M7S5RYS. You will be no physical location forable to participate in the virtual annual meeting online, vote your shares electronically during the meeting, and submit questions prior to and during the meeting. The meeting can be accessed at: https://meetnow.global/MW9HGLM where youYou will not be able to attend the meeting submit questions and vote. in person.
For more information on how to attend the Annual Meeting,annual meeting, please see the instructions in the accompanying proxy statement, beginning on page 1.​73.
ShareholdersAt the annual meeting, shareholders will be asked:asked to:
1.

to elect nine12 directors to serve until the 20232024 annual meeting of shareholders;
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2.

to ratify the appointment of Ernst & Young LLP as the Company’sour independent registered public accounting firm for the year ending December 31, 2022;2023;
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3.

to approve on an advisory (non-binding) basis, the compensation of the Company’sour named executive officers;officers (an advisory, non-binding “Say on Pay” resolution);
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4.
vote on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution); and
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4.
5.
to transact suchany other business asthat may properly come before the meeting or any adjournments or postponements thereof.
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You will find information regarding these matters in the accompanying proxy statement.
You may vote your shares in advance by Internet, telephone or regular mail, or in person at the Annual Meeting if you have your control number. On or about March 22, 2022, we mailed our shareholders a notice containing instructions on how to obtain the proxy statement and the 2021 Annual Report to Shareholders on the Internet and how to vote their shares over the Internet. You may read, print and download the proxy statement and 2021 Annual Report to Shareholders at http://www.edocumentview.com/AUB. You may request paper copies of these materials as well by following the instructions on the notice. If you receive a proxy card, it also contains instructions regarding how to vote in advance by Internet, telephone or regular mail or in person at the Annual Meeting if you have your control number. For purposes of the proxy statement, shareholders who attend the Annual Meeting virtually will be considered to be attending the Annual Meeting “in person.”meeting.
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At the Annual Meeting,annual meeting, we will also report to you about theon our condition and performance of Atlantic Union Bankshares Corporationin 2022, and its subsidiaries. Youyou will have an opportunity to question management or directors about matters that affect the interests of all shareholders.submit questions.
Your vote is very important. I encourage you to read our 2023 proxy statement, our 2022 annual report to shareholders, and the other proxy materials. Please take the timesubmit your proxy as soon as possible by internet, telephone, or mail to ensure your vote now so that your shares areis represented and voted at the annual meeting, even ifregardless of whether you cannot attend. plan to attend the meeting.
We value your continued support and loyalty. Thank you.
Very truly yours,
[MISSING IMAGE: sg_john-asbury.jpg][MISSING IMAGE: sg_johncasbury-bw.jpg]
John C. Asbury

President and Chief Executive Officer


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Atlantic Union Bankshares Corporation
1051 East Cary Street, Suite 1200

Richmond, Virginia 23219​
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Atlantic Union Bankshares Corporation (the “Company”) will
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Date and Time:
Tuesday, May 2, 2023, at
10:00 a.m., Eastern Time
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Live Audio Webcast:
https://meetnow.global/M7S5RYS
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Matters to be held on Tuesday, May 3, 2022 at 10:00 a.m., Eastern Time, as a virtual meeting held on the Internet. Shareholders will be able to attend the Annual Meeting via live, audio-only webcast, vote their shares electronically and submit questions prior to and during the meeting. The Annual Meeting can be accessed at: https://meetnow.global/MW9HGLM.Voted on:
The Annual Meeting will be held for the following purposes:•
1.
to elect nineElecting 12 directors to serve until the 20232024 annual meeting of shareholders;
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2.
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A proposal to ratify the appointment of Ernst & Young LLP as the Company’sour independent registered public accounting firm for the year ending December 31, 2022;2023;
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3.
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A proposal to approve on an advisory (non-binding) basis, the compensation of the Company’sour named executive officers;officers (an advisory, non-binding “Say on Pay” resolution);
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•
A proposal on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution); and
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4.
•
to transact suchAny other business asthat may properly come before the meeting or any adjournments or postponements thereof.of the meeting.
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Information about these matters may be found in the accompanying proxy statement.Record Date:
AllOur common shareholders, as of record of the Company’s common stock at the close of business on March 9, 20228, 2023, are entitled to notice of and to vote at the annual meeting and any adjournments thereof.or postponements of the meeting.
YOUR VOTE IS IMPORTANT. YOU HAVE A CHOICE OF VOTING BY PROXY CARD, TELEPHONE, OR THE INTERNET. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE YOUR SHARES BY SUBMITTING YOUR PROXY AS PROMPTLY AS POSSIBLE.Your Vote is Very Important:
YOU MAY SUBMIT YOUR PROXY AND VOTE YOUR SHARES:
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BY EXECUTING AND RETURNING THE PROXY CARD AS DIRECTED ON THE PROXY CARD; OR
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•
BY VOTING BY TELEPHONE OR OVER THE INTERNET. TO VOTE BY TELEPHONE, SIMPLY USE THE INSTRUCTIONS ON THE PROXY CARD. TO VOTE BY INTERNET, SIMPLY USE THE INSTRUCTIONS ON THE PROXY CARD OR THE NOTICE OF INTERNET AVAILABILITY RECEIVED IN THE MAIL.
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IF YOU DECIDE TO ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PREVIOUSLY SUBMITTED PROXY AND VOTE ONLINE DURING THE MEETING ON ANY MATTER PROPERLY BROUGHT BEFORE THE ANNUAL MEETING.

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IfOur annual meeting will be held solely by means of remote communication via a live audio webcast. You will be able to participate in the virtual annual meeting online, vote your shares electronically during the meeting, and submit questions prior to and during the meeting. You will not be able to attend the meeting in person.
Please submit your proxy as soon as possible by internet, telephone, or mail to ensure your representation at the annual meeting, regardless of whether you plan to attend the meeting. Please refer to the discussion beginning on page 70 of the Company’s common stock are held through a bank, broker or other custodian, then that organization is considered the shareholder of record and the shares are considered held in “street name.” The Company provided its proxy materials to the shareholder of recordstatement for distribution to you along with their voting instructions. As the beneficial owner of the shares, you have the right to direct the shareholder of recordinformation on how to vote your shares. Check the information forwarded to you by the shareholder of record to see which voting methods are available to you. If you plan to vote during the Annual Meetingshares and your shares are held by a bank, broker or other shareholder of record, please follow the instructions in the accompanying proxy statement, beginning on page 2.attend our annual meeting virtually.
By Order of the Board of Directors,
[MISSING IMAGE: sg_rachael-lape.jpg][MISSING IMAGE: sg_rachaelrlape-bw.jpg]
Rachael R. Lape

General Counsel/Corporate Secretary

March 22,21, 2023
Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting to be Held on May 2, 2023. Our 2023 proxy statement, 2022 annual report to shareholders and Form 10-K (the “annual report to shareholders”) and proxy card are available online at www.envisionreports.com/AUB.


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ATLANTIC UNION BANKSHARES CORPORATION
PROXY STATEMENT
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ITEM​Table of Contents​​PAGE​
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GENERALGeneral
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​1​​
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PROPOSAL 1 – ELECTION OF NINE DIRECTORS.Proxy Statement Summary
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​52​​
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PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMProposal 1—Election of 12 Directors
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​93​​
​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​​
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PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERSOur Culture
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​1013​​
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OUR CULTURECorporate Governance
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​1117​​
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CORPORATE GOVERNANCE, BOARD LEADERSHIP AND BOARD DIVERSITYDirector Compensation
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​1824​​
​Audit Information and Report of the Audit Committee​​​​26​​
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DIRECTOR COMPENSATIONExecutive Officers
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​2528​​
​Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners​​​​30​​
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AUDIT INFORMATION AND REPORT OF THE AUDIT COMMITTEECompensation Discussion and Analysis
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​2732​​
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NAMED EXECUTIVE OFFICERSReport of the Compensation Committee
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​3050​​
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OWNERSHIP OF COMPANY STOCKExecutive Compensation
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​3051​​
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COMPENSATION DISCUSSION AND ANALYSISCEO Compensation Pay Ratio
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​3363​​
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IntroductionPay Versus Performance
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​3364​​
​Interests of Directors and Executive Officers in
Certain Transactions		​​​​69​​
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Executive SummaryDelinquent Section 16(a) Reports
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​3469​​
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Compensation Philosophy and ObjectivesOther Matters
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​3869​​
​Director Candidates Recommended by Shareholders​​​​69​​
​Shareholder Proposals for Our 2024 Annual Meeting​​​​70​​
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Role of Compensation CommitteeVoting and Other Information
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​3870​​
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Compensation ConsultantsAttending Our Annual Meeting
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​3973​​
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Compensation Benchmarking and DecisionsAdditional Information
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39
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Compensation Risk Assessment74
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40
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Elements of Compensation
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40
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Base Salary
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41
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Short-Term Incentive Compensation
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42
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Long-Term Incentive Compensation
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46
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Executive Agreements
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48
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Executive Perquisites and Other Benefits
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51
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Other Benefits and Agreements
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51
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Executive Compensation in 2022
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52
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REPORT OF THE COMPENSATION COMMITTEE
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53
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EXECUTIVE COMPENSATION
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54
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CEO COMPENSATION PAY RATIO
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60
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DISCLOSURE OF CERTAIN LEGAL PROCEEDINGS
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61
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INTEREST OF DIRECTORS AND OFFICERS IN CERTAIN TRANSACTIONS
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61
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DELINQUENT SECTION 16(A) REPORTS
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61
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OTHER MATTERS
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62
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SHAREHOLDER PROPOSALS
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62
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ADDITIONAL INFORMATION
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62
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Atlantic Union Bankshares Corporation
PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MAY 3, 2022
GENERAL
The Board of Directors (the “Board of Directors” or the “Board”) of Atlantic Union Bankshares Corporation (the “Company”) is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 2022 Annual Meetingour 2023 annual meeting of Shareholders of the Company (the “Annual Meeting”). The Annual Meeting will be held virtually on Tuesday, May 3, 2022 at 10:00 a.m., Eastern Time via live, audio-only webcast. The proxies also may be voted atshareholders, or any adjournments or postponements of suchthe meeting.
The mailing address of the Company’s principal executive offices is 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219.
This proxy statement is being furnished to shareholders beginning on March 22, 2022. In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, the Company is furnishing As used in this proxy statement, over the Internetterms “the Company,” “we,” “us” and “our” refer to Atlantic Union Bankshares Corporation and its shareholders. Mostsubsidiaries. Additionally, references to the “Bank” refer to Atlantic Union Bank.
Proxy Materials
We mailed to most of the Company’sour shareholders will not receive printed copiesa Notice of this proxy statement; instead, most shareholders will receive the Important Notice Regarding theInternet Availability of our Proxy Materials for the Annual Meeting of Shareholders to be held on May 3, 2022 (the “Notice of Internet Availability”), which contains with instructions on how to access theour proxy materials over the Internet and how to vote. The Notice of Internet Availability or, in some cases, this proxy statement, and the accompanying form of proxy, was first mailed to shareholders on or about March 22, 2022.21, 2023. By furnishing proxy materials over the Internet, the Company iswe are able to reduce the printing and mailing costs of this solicitation and help conserve natural resources. If you receive the Notice of Internet Availability but would still like to receive paper copies of the proxy materials, please follow the instructions on the Notice of Internet Availability. Shareholders
Website
Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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PROXY STATEMENT SUMMARY
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Voting Your Shares
You may vote overat the Internet, by telephone, or by mail.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
of Shareholders to be held on May 3, 2022
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A complete set of proxy materials relating to the Annual Meeting is available on the Internet. These materials, including the notice of annual meeting, proxy statement and the 2021 Annual Report & Form 10-K (the “2021 Annual Report to Shareholders”), may be viewed at: http://www.edocumentview.com/AUB.
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Attending the Annual Meeting
In light of the ongoing COVID-19 pandemic, the Board of Directors, after careful consideration, has decided that the Annual Meeting will be a completely virtual meeting of shareholders, conducted exclusively online via a live, audio-only webcast, in order to protect the health and safety of our shareholders, teammates and community. There will be no physical location for the Annual Meeting. The Annual Meeting has been designed to provide substantially the same rights to participate as you would have at an in-person meeting. The Annual Meeting can be accessed at: https://meetnow.global/MW9HGLM.
Ifif you were a common shareholder as of the close of business on March 9, 2022, the record date for the Annual Meeting (the “record date”)8, 2023.
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Online Before the Meeting
www.envisionreports.com/AUB, or at the website indicated on the materials provided by your broker
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By Mail
Complete, sign, date, and return your proxy card in the envelope provided
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By Telephone
Call the telephone number located on the top of your proxy card
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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
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If you are a beneficial (or street name) holder and you would like to vote during the meeting, you must obtain a legal proxy from your bank, broker or other nominee and submit it to our transfer agent in advance of the meeting. See “Voting and Other Information” beginning on page 70 for more information.
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​
Attending 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 youra control number, you may still attend the meeting as a guest in listen-only mode, but you will not be able to vote and ask questions duringyour shares or otherwise participate in the Annual Meeting by following the instructions below. For shareholders of record, the control number can be found on your proxy card or notice.meeting. If you hold your shares in street name through a bank, broker, or other shareholder of record,nominee, you must register in advance of the meeting to vote and ask questions during the meeting. See “Attending Our Annual Meeting by following the instructions below.Meeting” beginning on page 73 for more information.
If you do not have your control number, you may attend the Annual Meeting as a guest (non-shareholder), but you will not have the option to vote your shares or ask questions during the Annual Meeting.

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The Annual Meetinglive audio webcast of the meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to15 minutes before the start time to provide ample time for logging in.time. If you haveexperience technical difficulties, logging into the Annual Meeting, you can utilizeuse the technical resources available on the log-in webpage for the Annual Meetingvirtual meeting website at https://meetnow.global/MW9HGLMM7S5RYS or contact investor.relations@atlanticunionbank.com for technical assistance.
investor.relations@atlanticunionbank.com. If there are anywe experience technical issues in convening or hosting the Annual Meeting,meeting, we will promptly post information toon the Company’s website, www.investors.atlanticunionbank.com, under theInvestor Relations > Company Info tab and the heading “Annual> Annual Reports & Proxy” section of our website at www.atlanticunionbank.com, including information on when the Annual Meetingmeeting will be reconvened.
Voting at the Annual Meeting
All properly executed written proxies and all properly completed proxies submitted by telephone or Internet pursuant to this solicitation will be voted in accordance with the directions given in the proxy unless the proxy is revoked prior to the completion of voting at the Annual Meeting (as described below). Execution of a proxy will not affect a shareholder’s right to attend the Annual Meeting and to vote during the meeting.
If you are a shareholder of record, you may vote during the Annual Meeting using your control number found on your proxy card or notice.
If you hold your shares through a bank, broker or other shareholder of record, then that organization is considered the shareholder of record and the shares are considered held in “street name.” The Company provided its proxy materials to the shareholder of record for distribution to you along with their voting instructions. As the beneficial owner of the shares, you have the right to direct the shareholder of record how to vote your shares. Check the information forwarded to you by the shareholder of record to see which voting methods are available to you.
If you hold your shares in street name, you must register in advance to vote during the Annual Meeting. To register, you must first obtain a legal proxy from your bank, broker, or other shareholder of record and email proof of your legal proxy, either as a forwarded email from your bank, broker, or other shareholder of record, or attached image of your legal proxy, reflecting the number of shares of Company common stock you held as of the record date, along with your name and email address to Computershare, our transfer agent, at legalproxy@computershare.com. 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 28, 2022. 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.
Questions at the Annual Meeting
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. Questions pertinent to meeting matters will be answered during the meeting after voting is completed, subject to time constraints. Our Company representative will facilitate the process by posing questions to our management team. Questions or comments that relate to proposals that are not properly presented before the Annual Meeting, relate to matters that are not proper subject for action by shareholders, are irrelevant to the Company’s business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another shareholder, or are not otherwise suitable for the conduct of the Annual Meeting as determined in the sole discretion of the Company, will not be answered.
Revocation of Proxies
Any shareholder who has submitted a valid proxy may revoke it by attending the Annual Meeting and voting during the meeting, or by submitting a new, valid proxy bearing a later date, by submitting a new, valid later proxy by telephone or Internet, or by submitting written notice of revocation to the Corporate Secretary addressed to Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200,


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Richmond, Virginia 23219, in each case prior to the start of the Annual Meeting. Proxies will extend to, and will be voted at, any adjournments or postponements of the Annual Meeting. Note that virtual attendance at the Annual Meeting does not in and of itself constitute a revocation of a proxy.
If your shares are held through a bank, broker, or other shareholder of record and you wish to revoke your proxy or change your vote, you should contact that organization.
Voting Rights of Shareholders
Only shareholders of record of the Company’s common stock at the close of business on March 9, 2022, the record date, are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. At the close of business on March 9, 2022, there were 75,521,645 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A majority of the votes entitled to be cast by the holders of the common stock, represented in person or by proxy, will constitute a quorum for the transaction of business. Holders of the Company’s depositary shares, each representing a 1/400th interest in a share of 6.875% perpetual non-cumulative preferred stock, Series A (the “Depositary Shares”) are not entitled to notice of or to vote at the Annual Meeting.
Each shareholder of record of the Company’s common stock on the record date will be entitled to one vote for each share registered in his or her name with respect to each matter to be voted upon at the Annual Meeting. Shares for which the shareholder of record has elected to abstain or to withhold the proxies’ authority to vote on a matter, and “broker non-votes,” will count toward a quorum.
The amended and restated bylaws of the Company provide for a “majority vote” standard in uncontested director elections. Accordingly, with regard to the election of directors, votes may be cast in favor or against a nominee, or shareholders may abstain from voting. If a quorum is present, each of the nine nominees for director who receives more votes cast in favor than against at the Annual Meeting, in person or by proxy, will be elected as a director; therefore, abstentions and “broker non-votes” will have no effect on the outcome of the election. If a nominee who is an incumbent director is not elected under this standard, he or she must offer his or her resignation promptly to the Board pursuant to the Company’s Director Resignation Policy, and the Board will then determine whether to accept or reject the offered resignation or whether to take other action. The Company maintains a “plurality vote” standard in contested director elections (i.e., where the number of nominees exceeds the number of directors to be elected).
For all other proposals, votes may be cast in favor or against, or shareholders may abstain from voting. Approval of these other proposals (including the advisory (non-binding) vote to approve the compensation of the Company’s named executive officers and the ratification of the Company’s independent registered public accounting firm) requires an affirmative vote of a majority of the votes cast on the matter. Although abstentions and “broker non-votes” are counted for purposes of determining the presence or absence of a quorum, they generally do not count as votes cast, and therefore will have no effect on such proposals.
Routine and Non-Routine Proposals
If you own shares that are held in street name, meaning through a broker, bank, or other similar organization, and you do not provide the organization that holds the shares with specific voting instructions then, under applicable rules, the organization that holds the shares may generally vote your shares with respect to “routine” matters but cannot vote your shares on “non-routine” matters. If the organization that holds such shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.”
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 (Proposal No. 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no “broker non-votes” are expected to occur in connection with Proposal No. 2. The election of nine directors (Proposal No. 1), and the advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (Proposal No. 3) are considered non-routine matters under applicable

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rules. A broker or other nominee cannot vote without instructions on these non-routine matters, and therefore “broker non-votes” may occur in connection with Proposals No. 1 and 3.
Solicitation of Proxies
The cost of solicitation of proxies will be borne by the Company. Solicitation is being made by the Board of Directors by mail and electronic notice and access to the Internet. If sufficient proxies are not returned in response to this solicitation, supplementary solicitations may also be made by mail, telephone, electronic communication or in person by directors, officers and employees of the Company, its subsidiaries or affiliates, none of whom will receive additional compensation for these services. The Company has engaged Regan & Associates, Inc. to assist the Company in the solicitation of proxies for the Annual Meeting for a fee of approximately $18,000 plus expenses.

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PROPOSAL 1 — 1—ELECTION OF NINE12 DIRECTORS
Prior to the
​
Before our 2020 annual meeting of shareholders, the Boardwe had a classified board that was divided into three classes with each class serving staggered three-year terms expiring in 2020 (Class III), 2021 (Class I), and 2022 (Class II).terms. At theour 2020 annual meeting, our common shareholders approved an amendment to the Company’sour articles of incorporation to eliminatethat phased in the elimination of our classified board structure, of the Board and provideprovided for the annual election of all directors beginning at this Annual Meeting.
The declassification did not affect the unexpired three-year terms of directors elected prior to the 2020our 2023 annual meeting of shareholders. In accordance with the amendmentAccordingly, this annual meeting is our first election of directors at which all of our directors will be elected to the Company’s articles of incorporation, the phased in declassification of the Board began with the 2021serve a one-year term to expire at our 2024 annual meeting of shareholders or until his or her successor is duly elected and qualified.
Our Board is presenting the following 12 nominees for election as directors at our 2023 annual meeting. All nominees currently serve as directors on our Board and the board of directors of the Bank. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.
Nominee​​​Age​​Principal Occupation​​Director
Since		​​Independent
Director		​​Committee Membership
(C = Chair)		​
John C. Asbury​​​57​​President of the Company; CEO of the Company and Bank​​2016​​No​​Executive​
Patrick E. Corbin​​​68​​Managing Shareholder of Corbin & Company, P.C., an accounting firm​​2018​​Yes​​Audit (C), Executive, Trust​
Heather M. Cox​​​52​​Former Chief Digital Health and Analytics Officer at Humana Inc.​​2022​​Yes​​Audit​
Rilla S. Delorier​​​56​​Former EVP and Chief Strategy and Digital Transformation Officer at Umpqua Bank​​2022​​Yes​​Risk​
Frank Russell Ellett​​​56​​President of Excel Truck Group​​2019​​Yes​​Audit, Compensation, Risk​
Patrick J. McCann​​​66​​Former CFO of University of Virginia Foundation​​2004​​Yes​​Audit, Executive, Nominating and Corporate Governance​
Thomas P. Rohman​​​68​​Senior Partner at
McGuireWoods, LLP,
a law firm		​​2013​​Yes​​Compensation, Nominating and Corporate Governance, Risk​
Linda V. Schreiner​​​63​​Former SVP of Markel Corporation​​2012​​Yes​​Compensation (C), Nominating and Corporate Governance​
Thomas G. Snead, Jr.​​​69​​Former President and CEO of Wellpoint Inc., Southeast Region​​2018​​Yes​​Nominating and Corporate Governance (C), Risk​
Ronald L. Tillett​​​67​​Managing Director and Head,
Mid-Atlantic Public Finance at
Raymond James & Associates, Inc.		​​2003​​Yes​​Executive (C)​
Keith L. Wampler​​​65​​Partner at PBMares, LLP, an accounting and consulting firm​​2014​​Yes​​Risk (C), Trust​
F. Blair Wimbush​​​67​​Former Chief Real Estate and Corporate Sustainability Officer of Norfolk Southern Corporation​​2018​​Yes​​Compensation, Executive, Trust (C)​

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Board Size
Our bylaws provide that the number of directors on the Board will be fixed from time to time by the Board. The Board’s current size is fixed at 12 directors and may change in the future.
Identifying and Evaluating Director Candidates
Our Board regularly reviews and evaluates its size and composition. Our Nominating and Corporate Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination. The Board, in coordination with the Nominating and Corporate Governance Committee, also considers Board succession planning and committee membership. Our Nominating and Corporate Governance Committee uses a variety of methods for identifying potential director candidates, including third-party search firms, and will resultalso consider candidates proposed by directors, management and by our shareholders.
When considering a candidate for membership on the Board, the Nominating and Corporate Governance Committee evaluates the collective contribution of qualifications, skills, and experience of Board nominees. The goal of that evaluation is to ensure that the Board, as a whole, possesses the necessary qualifications, skills, and experience relevant to the Company for effective oversight.
The Nominating and Corporate Governance Committee seeks directors who:
•
demonstrate integrity, accountability, informed judgment, financial literacy, and vision;
​
•
encompass a range of talent, skill and expertise sufficient to provide sound and prudent guidance, which would be of assistance to management in operating our business;
​
•
can devote the necessary time to discharge their duties; and
​
•
are prepared to represent the interests of all of our shareholders and not just one particular constituency.
​
The Nominating and Corporate Governance Committee and the Board also believe it is important to have directors from various backgrounds and professions in order to ensure that the Board has a wealth of experiences to inform its decisions. Consistent with this philosophy, the Nominating and Corporate Governance Committee and the Board, believe that diversity contributes to the overall effectiveness of the Board. The Nominating and Corporate Governance Committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, ethnicity, sexual orientation, education, age, work experience, professional skills, geographic location and other qualities or attributes that contribute to Board heterogeneity.
In 2022, the Nominating and Corporate Governance Committee retained a third-party search firm to assist it in identifying potential Board candidates who meet our qualification and experience requirements and, for the candidates identified by the search firm, to compile and evaluate information regarding each candidate’s qualifications, experience, and education. In its work with the third-party search firm, the Nominating and Corporate Governance Committee emphasized the importance of diversity by requesting that the firm prioritize the inclusion of diverse candidates in its consideration of potential directors. Through this engagement, our third-party search firm identified both Ms. Cox and Ms. Delorier as nominees.
With respect to incumbent directors considered for re-election, in addition to the foregoing factors, the Nominating and Corporate Governance Committee also assesses each director’s performance, contribution, level of engagement, and meeting attendance record. See “Board and Committee Evaluations” on page 23 for additional information on the Board’s self-evaluation process.

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Key Statistics About Our Director Nominees
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Biographical Information of Our Director Nominees
Set forth below are each nominee’s name, age as of the date of this proxy statement, principal occupation, business experience, and U.S.-listed public company directorships held during the past five years. We also discuss the qualifications, attributes, and skills that led our Board to nominate each nominee for election as a director.
​John C. Asbury​
​Age 57 | Director Since 2016 | Richmond, Virginia​
Mr. Asbury has been Chief Executive Officer of the Company since January 2017, and President of the Company since October 2016. He also serves as Chief Executive Officer of the Bank, a position he has held since October 2016, and he previously served as President of the Bank from October 2016 until September 2017 and May 2018 until September 2018. Before joining us, he served as President and Chief Executive Officer of First National Bank of Santa Fe from February 2015 until August 2016. Before that, he served as Senior Executive Vice President and Head of the Business Services Group at Regions Bank from May 2010 until July 2014, after joining Regions Bank in March 2008 as Business Banking Division Executive. Mr. Asbury also served as a Senior Vice President at Bank of America in a variety of roles. Mr. Asbury received his B.S. degree in Business from Virginia Polytechnic Institute and State University (“Virginia Tech”) and his M.B.A. from The College of William & Mary.
Mr. Asbury’s extensive executive-level experience in the banking industry and his knowledge of our business allow him to contribute substantially to our Board.
​Patrick E. Corbin​
​Age 68 | Director Since 2018 | Chesapeake, Virginia​
Mr. Corbin is a Managing Shareholder of Corbin & Company, P.C., an accounting firm, a position he has held since 1983, and he has been a certified public accountant since 1979. He is a member of a number of professional organizations, including the American Institute of Certified Public Accountants, the Virginia Society of Certified Public Accountants, and the Tidewater Chapter of the Virginia Society of Certified Public Accountants. He is a director and past chairman of the Chesapeake Alliance, and was designated as “Super CPA” by Virginia Business magazine in the fields of litigation support and business valuation for the years 2002 to 2012. He served as Chairman of the Board being fully declassified (and allof Directors of Xenith Bankshares, Inc. (“Xenith”) and was a director of Xenith from 2009 until we acquired Xenith in 2018. Mr. Corbin received his B.S. degree in Accounting from Virginia Tech.
Mr. Corbin’s extensive financial and risk management experience, as well as his background as a board member of publicly held financial institutions and as Chairman of Xenith Bank, allow him to contribute substantially to our Board.

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​Heather M. Cox​
​Age 52 | Director Since 2022 | Alexandria, Virginia | Other Public Company Boards: NRG Energy, Inc.​
Ms. Cox is the former Chief Digital Health and Analytics Officer at Humana Inc., a health insurance company, a position she held from August 2018 until December 2022. Before that, she served as Executive Vice President, Chief Technology & Digital Officer of United Services Automobile Association, Inc., a diversified financial services group of companies, from October 2016 to March 2018. She served as Chief Executive Officer of Citi FinTech of Citigroup, Inc. from November 2015 to September 2016, and as Chief Client Experience, Digital and Marketing Officer, of the Global Consumer Bank of Citigroup, Inc. from April 2014 to November 2015. Before that, she served in various positions at Capital One Financial Corporation for six years, most recently as its Executive Vice President, U.S. Card Operations from August 2011 to August 2014, and she served in various managerial and executive roles at E*Trade Financial over a period of ten years. She serves on the boards of NRG Energy, Inc., a publicly held company, a position she has held since March 2018 and Gryphon Digital Mining, a privately held company, a position she has held since January 2023. Ms. Cox received her B.A. degree in Economics from University of Illinois at Urbana-Champaign.
Ms. Cox’s extensive experience as a technology executive, particularly her experience with digital transformations, enterprise analytics, innovation, and shaping customer and digital experience, allow her to contribute substantially to our Board.
​Rilla S. Delorier​
​Age 56 | Director Since 2022 | Portland, Oregon | Other Public Company Boards: Coastal Financial Corporation​
Ms. Delorier is the former Executive Vice President (“EVP”) and Chief Strategy and Digital Transformation Officer at Umpqua Bank, a position she held from 2017 until 2020. Before that, she held various roles at SunTrust Bank from 2006 until 2016, including EVP, Retail Bank, Chief Marketing Officer, and Wealth Management Marketing Director. She served as Chief Marketing Officer at PNC Advisors and as EVP of Customer Strategy at PNC Bank from 1999 to 2006. She has served on the boards of Central City Concern since 2018 and NYMBUS since November 2020. She also serves on the board of Coastal Financial Corporation, a publicly held company, a position she has held since November 2020, where she also serves on the audit and compensation committees. Ms. Delorier received her B.S. in Marketing and Management from the University of Virginia and her M.B.A. from Harvard Business School.
Ms. Delorier’s experience in the banking industry, particularly with product development, operations, cyber-security practices, strategic partnerships, and analytics, allows her to contribute substantially to our Board.
​Frank Russell Ellett​
​Age 56 | Director Since 2019 | Roanoke, Virginia​
Mr. Ellett is the President of Excel Truck Group, a dealer and distributor for Freightliner and Mack trucks and Wabash National trailers with offices in Virginia, North Carolina and South Carolina, a position he has held since 1997. Before that he served in a variety of roles at Norfolk Southern Corporation from 1993 to 1997. He was a Supply Corps officer in the United States Navy from 1989 to 1991. He is the past Chairman of the Business Council of the Roanoke/Blacksburg Region, a board member of the Virginia Trucking Association, a past board member of the South Carolina Trucking Association, a past board member and former Board members standingchairman of North Cross School, Vice Chairman of the Virginia Western Community College Foundation Board, and board member of the Virginia Foundation For Independent Colleges. Mr. Ellett received his B.A. in English from the University of Virginia and his M.B.A. from the Darden School of Business at the University of Virginia.
Mr. Ellett’s executive-level experience running a multi-state business and his strong connections to Virginia allow him to contribute substantially to our Board.

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​Patrick J. McCann, Vice Chairman of the Board​
​Age 66 | Director Since 2004 | Charlottesville, Virginia​
Mr. McCann is the former Chief Financial Officer of University of Virginia Foundation, a position he held from 2009 to 2020. Before that, he served as a Senior Finance Executive for annual elections) commencingBank of America-Florida Division from 1998 to 2000. He held positions with Barnett Banks, Inc., including as Corporate Director of Finance from 1996 to 1998 and Corporate Controller and Chief Accounting Officer from 1992 to 1996. Mr. McCann received his B.S. degree in accounting from Florida State University.
Mr. McCann’s extensive experience in financial management and accounting both within and outside of the 2023 annual meetingbanking industry allow him to contribute substantially to our Board.
​Thomas P. Rohman​
​Age 68 | Director Since 2013 | Midlothian, Virginia​
Mr. Rohman is a Senior Partner at McGuireWoods, LLP, a global law firm headquartered in Richmond, Virginia, where he has practiced law since 1983. He serves as Chairman of shareholders.the board of directors of Carpenter Co., an international producer of comfort cushioning products, and as a director of Estes Express Lines, a national Less Than Truckload (LTL) freight shipping company, Lansing Building Products, Inc., a national supplier of exterior building products, and Ukrop’s Threads, a custom apparel and uniform manufacturer. He also serves as Chairman of the board of directors of Feed More, Inc., a hunger relief organization operating the central Virginia food bank, Meals on Wheels, and Community Kitchen. Mr. Rohman is also a certified public accountant. Mr. Rohman received his undergraduate degree from the University of Notre Dame, his J.D. from Michigan State University College of Law, and his LL.M. from New York University School of Law.
Mr. Rohman’s leadership positions offer broad experience with complex businesses and an excellent perspective on strategic planning and risk management, and his legal and financial backgrounds bring to the Board experience and expertise in legal issues and corporate governance.
​Linda V. Schreiner​
​Age 63 | Director Since 2012 | Richmond, Virginia​
Ms. Schreiner is a former Senior Vice President of Markel Corporation, a financial holding company with specialty insurance and reinsurance and venture businesses, a position she held from 2016 until 2022. Before that, she served as Senior Vice President of MeadWestvaco, a global packaging company, from 2000 to 2016. She was a Senior Manager, Strategy Consulting of Arthur D. Little, Inc. from 1998 to 2000, and served as Vice President of Signet Banking Corporation from 1988 to 1998. She served as a member of the Darden School of Business Corporate Advisory Board at the University of Virginia from 2014 to 2017, and she has served as Chair of the Board of Directors of Virginia War Memorial Foundation from 2020 to 2022, and as a member of their board since 2009. She was the past President of ChildSavers’ board of directors from 2014 to 2016 and a member of that board since 2008 and a member of ChildSavers’ Endowment Board since 2016. She served as a member of The table below summarizesRichmond Forum board of directors since 2019 and the NextUp board of directors since 2020. She served as a member of the Executive Committee of Venture Richmond from 2006 to 2014, as Vice Chairman of the board of directors for the Virginia Commonwealth University (“VCU”) Rice Center until 2012, and as a member of that board from 2008 to 2012. Ms. Schreiner received her B.A. degree from the University of Georgia and M. Ed. from the University of Vermont.
Ms. Schreiner’s extensive human resources strategy, communications and leadership experience at large public companies allows her to contribute substantially to our Board.

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​Thomas G. Snead, Jr.​
​Age 69 | Director Since 2018 | Richmond, Virginia | Other Public Company Boards: Tredegar Corporation​
Mr. Snead is the former President and Chief Executive Officer of Wellpoint Inc., Southeast Region, a managed care and health insurance company, a position he held from December 2004 until January 2006. Before that, he served as President of Anthem Southeast, a subsidiary of Anthem, Inc. from July 2002 to December 2004. He served as Chairman and Chief Executive Officer of Trigon Healthcare, Inc. (“Trigon”), a managed healthcare company from April 2000 until July 2002, and served in other various positions for Trigon, including President, Chief Executive Officer, Chief Operating Officer, Senior Vice President and Chief Financial Officer, as well as a director. He serves on the board of directors of Tredegar Corporation, a publicly held company, where he serves on the audit committee as chairman, and on the boards of directors of CSA Medical, Inc., a privately-held medical device company, and VCU School of Business Foundation. He served as a director of Xenith from July 2016 until we acquired Xenith in 2018. He served as the Chairman of the Xenith board before its merger with Hampton Roads Bankshares, Inc. (“Legacy Xenith”) and had served as a director of Legacy Xenith since May 1, 2013. Mr. Snead received his B.S. degree in Accounting from VCU.
Mr. Snead’s extensive executive, financial and operations experience at a complex and highly regulated public company, as well as his background in corporate strategy, finance, accounting and operations, allow him to contribute substantially to our Board.
​Ronald L. Tillett, Chairman of the Board​
​Age 67 | Director Since 2003 | Midlothian, Virginia​
Mr. Tillett is a Managing Director and Head of Mid-Atlantic Public Finance at Raymond James & Associates, Inc., a position he has held since 2001. Before that, he served as the Secretary of Finance of the Commonwealth of Virginia from 1996 to 2001, and as State Treasurer of the Commonwealth of Virginia from 1991 to 1996. He has been a member of the Christopher Newport University Foundation since 2016, a member of the Board of Trustees of the Wason Center for Civic Leadership, and a member of the Commonwealth Debt Capacity Advisory Committee since 2010. He has also been a member of the Board of Trustees of the National Institute of Public Finance, Pepperdine University since 2014. He holds FINRA Series 7, 50, 52, 53, 54, 63, 79, 99 securities licenses and has passed the SEC Securities Industry Examination. Mr. Tillett received his B.S. degree from VCU.
Mr. Tillett’s extensive experience in debt issuances, management, and the investment practices and policies of public entities, as well as his experience in public service as State Treasurer and Secretary of Finance of the Commonwealth of Virginia allow him to contribute substantially to our Board.
​Keith L. Wampler​
​Age 65 | Director Since 2014 | Fredericksburg, Virginia​
Mr. Wampler is a Partner at PBMares, LLP, a regional certified public accounting and consulting firm with thirteen offices in Virginia, Maryland and North Carolina, a position he has held since 1990, and he also served as Chairman of the firm’s board of directors from 2013 until 2022. Before that, he served as a managing partner of PBMares’ predecessor firm from 2001 to 2012. He is an advisory member of the board of directors of Hilldrup, a private company, a founding board member of the Community Foundation of the Rappahannock River Region, and former member of the board of directors of StellarOne Bank. Mr. Wampler received his B.S. degree from Bridgewater College.
Mr. Wampler’s extensive experience in business valuations and consulting services and involvement with sales, mergers and acquisitions of numerous companies allow him to contribute substantially to our Board.

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​F. Blair Wimbush​
​Age 67 | Director Since 2018 | Virginia Beach, Virginia​
Mr. Wimbush is the former Chief Real Estate and Corporate Sustainability Officer of Norfolk Southern Corporation (“Norfolk Southern”), a transportation company, a position he held from November 2007 to May 2015. Before that, he served in other positions with Norfolk Southern, including as Vice President—Real Estate from 2004 to 2007 and as Senior General Counsel, General Counsel—​Operations and in other legal positions from 1980 to 2004. He is a member of the boards of Lifenet Health, Inc., the Virginia Environmental Endowment, and the University of Virginia Law School Foundation, where he served formerly as the Chairman. He is also the former Commissioner and Vice Chairman of the Virginia Port Authority.
Mr. Wimbush received a B.A. in political science from the University of Rochester, and a J.D. from the University of Virginia School of Law. He attended the Norfolk Southern Management Development program, Duke University Fuqua School of Business and completed the Advanced Management Program at the Harvard Business School.
Mr. Wimbush’s extensive experience in a highly regulated industry with a focus on development and implementation of the declassificationsustainability principles and strategy, management of the Board:regulatory and risk mitigation matters, and policy development, as well as his background practicing law in areas of real estate development, antitrust, environmental and safety allow him to contribute substantially to our Board.
Annual Meeting Year​​✔​​
LengthOur Board recommends you vote “FOR” each of Term
the 12 nominees listed above for Directors
Elected
election as a director.		​​
Year that
Term Would
Expire
​
2020 – Class III Directors​​Three Years​​2023​
2021 – Class I Directors​​One Year​​2022​
2022 – Former Class I and Class II Directors​​One Year​​2023​
2023 and thereafter – All Directors (No Classes)​​One Year​​One Year Later​
If a vacancy occurs prior to the Board being fully declassified, a new Board member (if any) may be appointed to fill the remaining portion of the term of the individual who has departed the Board.Retirement Policy
The terms of office for four Class II directors and five unclassified directors (formerly, Class I directors) of the Company, all currently serving as directors, will expire at the Annual Meeting. All such directors have been nominated for election to continue serving as directors and, if elected, each nominee will serve as an unclassified director until the 2023 annual meeting of shareholders.
The Company’sOur bylaws provide that no director may serve on the Board after the annual meeting following his or her 72nd birthday, other than those directors the Board has determined to be exempt from the mandatory retirement provision. There are currently no directors who are exempt from the mandatory retirement provision. The Board believes a mandatory retirement age of 72 allows valuable, experienced directors with deep knowledge of theour operations of the Company and a thorough understanding of the Company’sour history, policies and objectives to serve without unnecessary early retirement, thereby allowingretirement.
Resigning and Retiring Directors
On August 18, 2022, Jan S. Hoover notified the Company to be more competitive. Unless otherwise indicated, a submitted proxy will be voted for the election of all of the nominees for director. If for any reason any nominee for director should become unavailable to serve, an event which management does not anticipate, proxies will be voted for such other person(s) as the Board of Directors may designate.
Each of the nine nominees for director receiving more in favor than against votes cast, in person or by proxy, at the Annual Meeting will be elected. If any of the nominees for director is not elected to the Board of Directors, he or she must offer his or her resignation promptly to the Board pursuant to the Company’s Director Resignation Policy, and the Board will then determine whether to accept or reject the offered resignation, or whether to take other action.
Members of the Board of Directors are expected to have the appropriate skills and characteristics necessary to function in the Company’s current operating environment and contribute to its future direction and strategies. These may include, for example, financial, operational, management, risk management, technological, legal and other relevant skills, as well as varying experience, age, perspective, residence, and background.
The Board of Directors believes that each nominee’s qualifications, credentials and business experience, set forth below, provide the reasons why he or she should continue to serve as a director of the Company.
Nominees for Directors (Nominated to serve until the 2023 annual meeting of shareholders):
John C. Asbury, 56, Richmond, Virginia; Chief Executive Officer (sometimes referred to as “CEO”) of the Company since January 2017 and President since October 2016; Chief Executive Officer of Atlantic

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Union Bank (“Atlantic Union Bank” or the “Bank”), the Company’s wholly owned bank subsidiary, 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; received his B.S. degree in Business from Virginia Polytechnic Institute and State University (“Virginia Tech”) and his M.B.A. from The College of William & Mary. Mr. Asbury joined the Company’s Board of Directors in 2016.
Patrick E. Corbin, 67, Chesapeake, Virginia; Managing Shareholder of Corbin & Company, P.C. since 1983 and CPA since 1979; a member of professional organizations including the American Institute of Certified Public Accountants, the Virginia Society of Certified Public Accountants, and the Tidewater Chapter of the Virginia Society of Certified Public Accountants; director and past chairman of the Chesapeake Alliance; designated as “Super CPA” by Virginia Business magazine in the fields of litigation support and business valuation for the years 2002 to 2012; served as Chairman of the Board of Directors of Xenith Bankshares, Inc. (“Xenith”) and was a director of Xenith from 2009 until the Company’s acquisition of Xenith in 2018 (the “Xenith Merger”); qualifies as an audit committee financial expert under SEC regulations; received his B.S. degree in Accounting from Virginia Tech. Mr. Corbin was appointed to the Company’s Board of Directors in January 2018 in connection with the Xenith Merger.
Daniel I. Hansen, 65, Fredericksburg, Virginia; former Corporate Vice President and Corporate Secretary of DeJarnette & Beale, Inc., Bowling Green, Virginia, an independent insurance agency, for 37 years, until the sale of the business in November 2015; Chairman of the Board of Directors of Union Bank and Trust Company from 2003 to 2007; first elected to the Board of Directors of Union Bank and Trust Company in 1987; also served as a member of the Board of Directors of the Company’s affiliate, Union Mortgage Group, Inc. until October 2018; TreasurerCompany and member of the Board of the Community Foundation of the Rappahannock River Region; received his B.S. degree from Virginia Tech. Mr. Hansen joined the Company’s Board of Directors in 2007.
Jan S. Hoover, 65, Fishersville, Virginia; President of Arehart Associates, Ltd., an accounting services and financial consulting company; more than 40 years of experience providing auditing, accounting, income taxation, and consulting services; qualifies as an audit committee financial expert under SEC regulations; former member of the Board of Directors of StellarOne Bank; received her B.S. degree from the University of Virginia.Bank effective August 18, 2022. Ms. Hoover joined the Company’s Board of Directors in 2014.
Thomas P. Rohman, 67, Midlothian, Virginia; Partner at McGuireWoods, LLP, a global law firm headquartered in Richmond, Virginia, where he has practiced law since 1983; Chairman of the board of directors of Carpenter Co., an international producer of comfort cushioning products; also currently serves on the board of directors of Estes Express Lines, a national Less Than Truckload (LTL) freight shipping company, Lansing Building Products, Inc., a national supplier of exterior building products, and Ukrop’s Threads, a custom apparel and uniform manufacturer; Chairman of the board of directors of Feed More, Inc., a hunger relief organization operating the central Virginia food bank, Meals on Wheels, and Community Kitchen; received his undergraduate degree from the University of Notre Dame, his law degree from Michigan State University College of Law, and his LL.M. from New York University School of Law. Mr. Rohman is also a certified public accountant. Mr. Rohman joined the Company’s Board of Directors in 2013.
Thomas G. Snead, Jr., 68, Richmond, Virginia; retired; formerly President and Chief Executive Officer of Wellpoint Inc., Southeast Region, a managed care and health insurance company from December 2004 through January 2006; President of Anthem Southeast, a subsidiary of Anthem, Inc. from July 2002 to December 2004; Chairman and Chief Executive Officer of Trigon Healthcare, Inc. (“Trigon”), a managed healthcare company from April 2000 through July 2002; served in other various positions for Trigon, including President and Chief Executive Officer, President and Chief Operating Officer, Senior Vice President and Chief Financial Officer, and as a director of Trigon; served on the board of directors of LandAmerica Financial Group Inc. and its executive, executive compensation, corporate governance and audit committees, the last of which he served as chairman; currently serves on the boards of directors of Tredegar Corporation, where he serves on the audit committee as chairman, and CSA Medical, Inc., a privately-held medical device company, community organization, the Virginia Commonwealth University (“VCU”) School of

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Business Foundation; served as a director of Xenith from July 2016 until the Xenith Merger; served as the Chairman of the Board of Xenith prior to its merger with Hampton Roads Bankshares, Inc. (“Legacy Xenith”) and had served as a director of Legacy Xenith since May 1, 2013; received his B.S. degree in Accounting from VCU. Mr. Snead was appointed to the Company’s Board of Directors in January 2018 in connection with the Xenith Merger.
Ronald L. Tillett, 66, Midlothian, Virginia; Managing Director and Head, Mid-Atlantic Public Finance at Raymond James & Associates, Inc. since 2001; State Treasurer of the Commonwealth of Virginia from 1991 to 1996; Secretary of Finance of the Commonwealth of Virginia from 1996 to 2001; member of the Christopher Newport University Foundation since 2016; member of the Governor’s Advisory Council on Revenue Estimates since 2018; member of the Commonwealth Debt Capacity Advisory Committee since 2010; member of the Board of Trustees of National Institute of Public Finance, Pepperdine University since 2014; holds FINRA Series 7, 50, 52, 53, 54, 63, 79, 99 securities licenses and the SEC Securities Industry Examination; received his B.S. degree from VCU. Mr. Tillett joined the Company’s Board of Directors in 2003.
Keith L. Wampler, 64, Fredericksburg, Virginia; Partner at PBMares, LLP, a regional certified public accounting firm with twelve offices in Virginia, Maryland and North Carolina; Chairman of the firm’s Board of Directors since 2013; former managing partner of predecessor firm from 2001 to 2012; advisory member of the Board of Directors of Hilldrup, a private company; founding board member of the Community Foundation of the Rappahannock River Region; former member of the Board of Directors of StellarOne Bank; received his B.S. degree from Bridgewater College. Mr. Wampler joined the Company’s Board of Directors in 2014.
F. Blair Wimbush, 66, Virginia Beach, Virginia; retired; former Chief Real Estate and Corporate Sustainability Officer of Norfolk Southern Corporation (“Norfolk Southern”) from November 2007 to May 2015; Vice President-Real Estate from 2004 to 2007 and Senior General Counsel, General Counsel- Operations and various legal positions from 1980 to 2004 of Norfolk Southern; member of the Board of Lifenet Health, Inc., member of the Board of the Virginia Environmental Endowment; member and former Chairman of the Board at the University of Virginia Law School Foundation; and former Commissioner and Vice Chairman of the Virginia Port Authority; received a B.A. in political science from the University of Rochester, and a J.D. from the University of Virginia School of Law; attended the Norfolk Southern Management Development program, Duke University Fuqua School of Business and completed the Advanced Management Program at the Harvard Business School. Mr. Wimbush joined the Company’s Board of Directors in 2018.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTIONS OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.
Information About Continuing Directors Whose Terms Do Not Expire This Year
Class III Directors
Class III directors have been elected to serve until the 2023 annual meeting of shareholders or the director’s mandatory retirement date, whichever date is earlier.
Frank Russell Ellett, 55, Roanoke, Virginia; President of Excel Truck Group or a predecessor company, a dealer and distributor for Freightliner and Mack trucks and Wabash National trailers with offices in Virginia, North Carolina and South Carolina since 1997; Norfolk Southern in a variety of roles from 1993 to 1997; Supply Corps officer in the United States Navy from 1989 to 1991; past Chairman of the Business Council of the Roanoke/Blacksburg Region; board member of the Virginia and South Carolina Trucking Associations; Treasurer of the Virginia Western Community College Foundation Board and board member of the Virginia Foundation Form Independent Colleges; received his B.A. in English from the University of Virginia and his M.B.A. from the Darden School of Business at the University of Virginia. Mr. Ellett joined the Company’s Board of Directors in 2019.
Patrick J. McCann, 65, Charlottesville, Virginia; retired; former Chief Financial Officer of University of Virginia Foundation from 2009 to 2020; Senior Finance Executive for Bank of America-Florida Division

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from 1998 to 2000; Corporate Director of Finance from 1996 to 1998 and Corporate Controller and Chief Accounting Officer from 1992 to 1996 of Barnett Banks, Inc.; qualifies as an audit committee financial expert under SEC regulations; received his B.S. degree in accounting from Florida State University. Mr. McCann joined the Company’s Board of Directors in 2004.
Linda V. Schreiner, 62, Richmond, Virginia; Senior Vice President of Markel Corporation, a financial holding company with specialty insurance and reinsurance and ventures businesses since 2016; Senior Vice President of MeadWestvaco, a global packaging company, from 2000 to 2016; member of the Darden School of Business Corporate Advisory Board at the University of Virginia from 2014 to 2017; Chair of the Board of Directors of Virginia War Memorial Foundation since January 2020 and member of that Board since 2009; past President of ChildSavers Board of Directors from 2014 to 2016 and member of that Board since 2008; member of the Executive Committee of Venture Richmond from 2006 to 2014; Vice Chairman of the Board of Directors for the VCU Rice Center until 2012 and member of that Board from 2008 to 2016; Senior Manager, Strategy Consulting of Arthur D. Little, Inc. from 1997 to 1999; Vice President of Signet Banking Corporation from 1988 to 1997; received her B.A. degree from the University of Georgia and Masters of Education from the University of Vermont. Ms. Schreiner joined the Company’s Board of Directors in 2012.
Retiring Directors
Gregory L. Fisher reached the mandatory retirement age applicable to directors as established by the Company’s bylaws in 2021. Accordingly, Mr. Fisher will retire from the Company’s Board of Directors effective immediately following the Annual Meeting and the Board will subsequently reduce the number of directors of the Board to 12. Mr. Fisher has served as a director of the Company and the Bank since 2014. The Company is grateful for Mr. Fisher’s leadership and contributions during his tenure on the Board.
On February 17,December 25, 2022, Alan W. MyersDaniel I. Hansen notified the Company of his retirement from the Board of Directors of the Company and the Bank effective February 21,December 31, 2022. Mr. Myers hasHansen had served as a director of the Company and the Bank since 2014. The Company is2007. We are grateful for Ms. Hoover’s and Mr. Myers’Hansen’s strategic insight and contributions during his tenuretheir many years of service on the Board.
On September 13, 2021, W. Tayloe Murphy, Jr. notified the Company of his retirement from the Board of Directors of the Company and the Bank. On September 15, 2021, the Company lost a great friend with the passing of Mr. Murphy. Mr. Murphy, who served the Commonwealth of Virginia as Secretary of Natural Resources from 2002 to 2006 and Delegate to the Virginia General Assembly from 1982 to 2000, joined the Company’s Board of Directors in 1993 following the acquisition of Northern Neck State Bank. Mr. Murphy had served on the Board of Directors of Northern Neck State Bank since 1966. He will be greatly missed.


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PROPOSAL 2 — 2—RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the Company’sour independent registered public accounting firm. The Audit Committee engages in an annual evaluation of the independent registered public accounting firm’s qualifications, assessing a wide variety of factors. The Audit Committee also considers whether there should be periodic rotation of the independent registered public accounting firm.
After assessing the performance and independence of Ernst & Young LLP (“EY”), the Company’sour current independent registered public accounting firm, the Audit Committee believes it is in the best interests of the Company and its shareholders to retain EY. The Audit Committee has appointed EY as the independent registered public accounting firm to audit the Company’sour financial statements for the year ending December 31, 2022.2023. The Audit Committee seeks shareholder ratification of this appointment. EY has served as the Company’sour independent registered public accounting firm since 2015.
A representative from EY is expected to be present atattend the Annual Meeting,annual meeting, will have the opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions.
The affirmative vote of a majority of the votes cast on this proposal, in person or by proxy, at the Annual Meeting, is required for the ratification of the appointment of the independent registered public accounting firm.
Should theIf our shareholders do not ratify the appointment of EY it is contemplatedat the annual meeting, we currently contemplate that theEY’s appointment of EYfor 2023 will be permitted to standcontinue unless the Audit Committee finds other compelling reasons for making a change. Disapproval byHowever, the shareholdersAudit Committee will be takentake this vote into consideration for the selection of theour independent registered public accounting firm for the following year.2024.
​​✔​​Our Board recommends you vote “FOR” the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2023.​​
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2022.


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PROPOSAL 3 — ADVISORY (NON-BINDING) VOTE ON COMPENSATION OF3—APPROVING OUR NAMED EXECUTIVE OFFICERSOFFICER COMPENSATION (AN ADVISORY, NON-BINDING SAY ON PAY RESOLUTION)
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Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires a separate and advisory (non-binding) shareholder vote to approve the compensation of the Company’sour named executive officers disclosed in this proxy statement. This proposal, commonly known as a “say“Say on pay”Pay” proposal, gives shareholders the opportunity to endorse or not endorse a company’s executive pay program. At the Company’sour 2017 annual meeting of shareholders, theour shareholders voted in favor of havingto conduct a Say on Pay vote every year, as recommended by our Board. Accordingly, each year, we provide our shareholders with the opportunity to cast an advisory (non-binding) vote on the compensation of the Company’s named executive officers every year, as recommended by the Company’s Board of Directors. Accordingly, shareholders are hereby given the opportunity to cast an advisory vote on the compensation of the Company’sour named executive officers as disclosed in this proxy statement under the heading “Compensation Discussion and Analysis,” the tabular disclosure regarding named executive officer compensation and the related material. Shareholdersaccompanying narrative disclosure.
We believe our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. Because your vote is advisory, it will not be binding on our Board. However, our Compensation Committee will take into account the outcome of the Companyvote when considering future executive compensation decisions. The next Say on Pay vote is expected to take place at our 2024 annual meeting of shareholders.
Our shareholders are being asked to approve the following resolution:
“RESOLVED, that the shareholders of Atlantic Union Bankshares Corporation approve, on an advisory basis, the compensation of the Company’sour named executive officers as disclosed in the Compensation Discussion and Analysis, the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement.”
​​✔​​Our Board recommends you vote “FOR” the approval of the Say on Pay resolution set forth above.​​

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PROPOSAL 4—VOTING ON THE FREQUENCY OF FUTURE SAY ON PAY RESOLUTIONS (AN ADVISORY, NON-BINDING SAY ON FREQUENCY RESOLUTION)
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Section 14A of the Exchange Act provides our shareholders with an opportunity to recommend how frequently we should conduct future advisory Say on Pay votes on the compensation of our named executive officers (such as the vote in Proposal 3 above). Under these rules, our shareholders may tell us whether they prefer to hold a Say on Pay vote every year, every two years, or every three years. This is commonly known as a “Say on Frequency” proposal.
Our Board believes that continuing to conduct an advisory Say on Pay vote annually is the most appropriate policy for our Company. This frequency will enable our shareholders to provide timely feedback on our compensation program based on the most recent information presented in our proxy statement.
This vote is an advisory (non-binding) vote only. ApprovalShareholders can choose one of the proposed resolution requires the affirmative vote of a majority of the votes cast onfour options for this proposal at the Annual Meeting.proposal: every year; every two years; every three years; and abstain.
The Company believes its compensation policies and procedures are strongly aligned with the long-term interests of its shareholders. Because your vote is advisory, it will not be binding upon our Board. Our Board, however, values the Board of Directors. However, the Compensation Committee of the Board of Directorsopinions expressed by shareholders in their votes on this proposal and will take into accountconsider the outcome of thethis vote when consideringdetermining the frequency of future executive compensation decisions. TheSay on Pay votes. We anticipate that the next “sayvote on pay” vote is expected to take placea Say on Frequency proposal will occur at the 2023our 2029 annual meeting of shareholders.
​​✔​​Our Board recommends you vote for a frequency of “EVERY YEAR” for future Say on Pay resolutions.​​
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE “SAY ON PAY” RESOLUTION SET FORTH ABOVE.


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OUR CULTURE
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Purpose and Core Values
Our culture is defined by our purpose to enrich the lives of the people and the communities we serve. Our core values guide our actions to further this purpose and shape how we come together to meet our various stakeholder needs and expectations. Our core values serve as the foundation for how we behave and operate as an organization and will influence our future success.
Our core values include:include being:
Caring.Caring. Working together toward common goals, acting with kindness, respect and a genuine concern for others.others
Courageous.Courageous. Speaking openly, honestly and accepting our challenges and mistakes as opportunities to learn and grow.grow
Committed.Committed. Driven to help our clients, Teammatesteammates and Company succeed, doing what is right and accountable for our actions.actions
[MISSING IMAGE: lg_atlanticunion-4clr.jpg][MISSING IMAGE: lg_atlanticunion-4clr.jpg]
Additionally, our commitment to diversity, equity and inclusion (“DEI”) plays a fundamental role in defining our culture. We embrace diversity of thought and identity to better serve our stakeholders and achieve our purpose. We strive to cultivate an inclusive and welcoming workplace where Teammateteammate and customer perspectives are valued and respected.
Environmental, Social and Governance (“ESG”) Practices
We believe that attention toOur Board actively oversees current and emerging environmental, corporate social responsibility, and governance (“ESG”) considerations contributesmatters that are relevant to our successbusiness, operations, or that are otherwise pertinent to us and our shareholders, teammates, customers, and parties with whom we do business. This begins with our management-level ESG Steering Committee, comprised of senior leaders from our major business functions, including our CEO, CFO, General Counsel, Chief Human Resources Officer, Chief Risk Officer, and CRA Officer, who are actively engaged in meetingmanaging our ESG approach and governance. This committee met four times in 2022, and regularly reports on our ESG activities and emerging ESG opportunities and risks to the expectationsBoard.
Corporate Social Responsibility Report
In 2023, we published our inaugural Corporate Social Responsibility Report setting forth our ESG accomplishments for 2022. A copy of allthis report is available on the Investor Relations > ESG section of our stakeholders. The following summary highlights certainwebsite at www.atlanticunionbank.com, which report is not be deemed to be a part of, or incorporated by reference into, this proxy statement.
Some of our key ESG practices.accomplishments and practices in 2022 are noted below.

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​Teammate Benefits and Work Environment​​We use the term “Teammates” to describe our employees because we view the Company as a team. The Teammate experience refers to everything our Teammates experience in the workplace — and we view it holistically, considering the full spectrum of a Teammate’s experiences throughout their entire time at the Company. We strive to: (i) leverage technology to improve the Teammate experience; (ii) reward high performance and achievement; (iii) provide opportunity for professional growth; (iv) create a positive and engaging work environment; and (v) focus on each Teammate’s wellbeing.​
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We regularly conduct anonymous Teammate surveys using the framework of the Denison Model to evaluate the health of our culture with a focus on four traits that drive high performance — mission, adaptability, involvement and consistency. We also include questions to assess
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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:
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Teammate engagement, innovation, trust and commitment trends. In addition to long-form surveys, we conduct more frequent, shorter surveys of Teammates to get feedback on timely or important workforce issues, including the COVID-19 pandemic.
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We have a Teammate advisory group comprised of Teammates at different levels and from different business and functional areas in the Company. The group provides valuable feedback to us on our culture, programs, benefits, policies, and other issues.
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Teammates have access to training opportunities on a wide range of subjects through our electronic learning platform. Training on the e-learning platform is delivered in multiple modalities — e-learning, job aids, videos, instructor-led, and on-the-job practice supported by trained mentors. Through the e-learning platform, Teammates may access a large number of professional development and skills courses. Teammates completed approximately 50,450 hours of voluntary training through the e-learning platform in 2021.
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Through the e-learning platform, Teammates also take mandatory compliance courses on various topics. For example, the Company’s enterprise risk management function assigns required annual bank regulatory compliance coursework to each Teammate based on the Teammate’s job function. Teammates also take annual mandatory compliance courses on a wide range of Company policies and procedures. Teammates completed approximately 25,093 hours of required training through the e-learning platform in 2021.
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To help ensure we provide competitive compensation and benefits to our Teammates, we use the services of a compensation consultant and other consultants. We regularly benchmark our compensation and benefits programs against our peers.
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We provide annual merit-based salary increases to eligible Teammates.
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Our medical coverage offers a wide array of 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 stay healthy.
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We offer an inclusive paid parental leave program that provides six weeks of paid parental leave for birth parents, non-birth parents, and adoptive parents.
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Through our wellbeing program, which was introduced in 2021, Teammates earn financial incentives for participating in activities designed to help build and sustain healthy habits.
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Our Employee Assistance Program helps Teammates identify and navigate resources for issues such as finding quality childcare, caring for aging loved ones, balancing the conflicting needs of work and personal life, and other stress management and mental health matters.
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We match each Teammate’s 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.
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Through our Employee Stock Ownership Plan, certain Teammates have an opportunity to acquire shares of our common stock.
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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;
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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;
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We encourage our Teammates’ professional development, including by reimbursing​
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offer an Employee Stock Ownership Plan that allows eligible teammates to acquire shares of our common stock; and
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encourage our teammates’ professional development and reimburse eligible tuition expenses up to an annual limit.
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​Diversity, Equity and Inclusion​
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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:
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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;
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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;
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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;
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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;
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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;
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provide financial support to organizations within our communities that promote diversity, equity and inclusion;
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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
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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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​Governance​
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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:
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Our directors represent a well-rounded variety of skills, knowledge, experience, and perspectives.
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We separate the roles of Chief Executive Officer and Chairman.
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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.
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At least four times per year, our independent directors hold an executive session without management present.
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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.
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Our directors are elected annually to serve one-year terms.
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Each share of our common stock has equal voting rights with one vote per share.
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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.
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We prohibit our executive officers and directors from hedging and pledging our stock.
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As of January 3, 2022, approximately 64% of our Teammates were women and approximately 21% of our Teammates self-identified as minorities.
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We maintain equal employment opportunity, anti-discrimination, and anti-harassment policies. Among other things, these policies forbid discrimination based on protected classifications and require that all Teammates treat each other with respect.
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We maintain an online portal through which Teammates may raise workplace concerns and complaints anonymously. We have established policies and procedures to help ensure appropriate, retaliation-free handling of workplace concerns and complaints.
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Our Diversity, Equity and Inclusion Council, which is comprised of Teammates at varying levels and from varying lines of business and functions, manages our DEI efforts to create a more diverse, equitable, and inclusive workplace.
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Our Teammates participate in e-learning courses created by external experts in workplace diversity, inclusion, and sensitivity. These courses focus on issues such as cultural sensitivity and unconscious bias.
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We have a Summer Diversity Internship Program and partner with historically black colleges and universities within our footprint to introduce more diversity to banking.
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We have deep relationships with organizations that promote DEI in our communities. Through funding commitments to Virginia Center for Inclusive Communities (“VCIC”), a non-profit organization that provides programming to help schools, businesses, and communities across Virginia achieve success through inclusion, we help support VCIC’s programs in K-12 classes across Virginia. We also provide scholarships for students of Virginia State University, a historically black college.
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Our Supplier Diversity Program seeks to identify and develop partnerships with business enterprises that are majority owned, operated and controlled by minorities, women, LGBTQ+ individuals, veterans, service-disabled veterans, people with disabilities as well as small and disadvantaged business enterprises. In 2021, we placed approximately $22 million in approximately 164 small and diverse businesses through our program.
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Our Women’s Inclusion Network (“WIN”) is a network of Teammates across the Company committed to helping women advance in their professional goals. WIN sponsors events and programs that give women Teammates an opportunity to share their professional experiences and learn from each other.
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Business Conduct		​
​Governance​​Strong corporate governance policies and practices supports our Company’s promise to deliver on our purpose and create value for all of our stakeholders.​
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All of our directors are independent under NASDAQ standards, other than our CEO.
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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:
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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;
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require all teammates and directors to annually certify that they have read, understand and will abide by the Code of Ethics;
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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;
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maintain a Whistleblower Policy and an online portal through which teammates can anonymously communicate concerns regarding accounting, auditing or other matters;
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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;
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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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All of the members of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Risk Committee, and Trust Committee are independent.
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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
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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.
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Our directors represent a well-rounded variety of skills, knowledge, experience, and perspectives.
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The roles of CEO and Chair of the Board are separate. The Board believes this separation helps create an atmosphere of Board independence and allows the CEO to focus on the day-to-day work of managing corporate strategy.
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We have a majority vote standard for uncontested director elections. In addition, pursuant to our Director Resignation Policy, if an incumbent director nominee is not re-elected to the Board of Directors, he or she must submit an offer of resignation promptly to the Board of Directors, which will then determine whether to accept the resignation, reject the resignation, or take other action.
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At least four times per year, our independent directors hold an executive session without management present.
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In accordance with our Conflicts of Interest Policy, actual or potential conflicts of interest of any director or executive officer are disclosed to and reviewed by the Audit Committee.
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Our Board of Directors engages in a robust annual self-evaluation process, overseen by the Board’s Nominating and Corporate Governance Committee, in which our directors evaluate how the Board and its committees are functioning.
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At the 2020 Annual Meeting, our shareholders approved an amendment to our Articles of Incorporation to declassify our Board of Directors so that all directors are elected annually. After a phase-in period, all directors will be elected annually, effective as of the 2023 Annual Meeting.
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Each share of our common stock has equal voting rights with one vote per share.
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We require that executive officers and directors own a meaningful amount of Company stock pursuant to our Executive Stock Ownership Policy and Non-Employee Director Stock Ownership Policy.
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We prohibit our executive officers and directors from hedging and pledging Company stock.
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​Business Conduct​​We believe in, and believe that we maintain, a culture of compliance that promotes the highest ethical standards and adherence to all laws.​
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Our Code of Business Conduct and Ethics (“Code of Ethics”) sets forth expectations of our directors and Teammates with respect to integrity, conflicts of interest, compliance with laws, and transparency. The Code of Ethics requires Teammates to report violations of the Code of Ethics.
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We maintain an online portal through which Teammates may report anonymously violations of the Code of Ethics and raise workplace concerns of any kind.
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Under our Conflicts of Interest Policy, directors and executive officers are required to disclose actual or potential conflicts of interest to the Audit Committee for review.
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Our Code of Ethics prohibits bribery and other corrupt business practices.
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We maintain a Whistleblower Policy and an online portal through which Teammates may communicate anonymously concerns regarding accounting, auditing or other matters relating to violations of the federal securities laws or fraud, which are reviewed in accordance with the policy. The Audit Committee oversees our Whistleblower Policy and whistleblower complaint mechanisms.
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All Teammates are required 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.
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Our suppliers must adhere to our supplier Code of Conduct, which sets forth our expectations for honesty, integrity and professionalism.
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We have established an ESG Risk Program as a component of enterprise risk management review. A multi-phase effort, the ESG Risk Program is designed to align with evolving regulatory expectations while driving strategic identification of key ESG risk exposures and opportunities across multiple business functions.
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We have an Office of the President, which oversees the enterprise complaint management function. Through the Office of the President, we monitor and respond to customer complaints, elevating such complaints as appropriate, in order to convert customer feedback into actionable improvements in how we run our business. We also periodically monitor customer feedback on formal channels such as the Better Business Bureau and on various digital and social platforms.
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Current products and services are reviewed by the area of responsibility to ensure that they continue to address customer need, are competitive, and are being delivered as disclosed and intended. Introduction of new or changes to existing products and services follow our change governance process.
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​Privacy and Cybersecurity​​We strive to protect the privacy and security of the sensitive information our customers entrust to our care.​
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We maintain privacy policies, management oversight, accountability structures, and technology design processes to protect private and personal data.
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Our cybersecurity program includes the strategy, framework, policies, and standards to support the confidentiality, integrity, and availability of our information assets, using a risk-based methodology consistent with applicable regulatory requirements.
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Our information security program is overseen by senior management, the Risk Committee of the Board of Directors, and our Board of Directors.
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We conduct mandatory Teammate training on information security annually. We also provide ongoing information security education and awareness for Teammates, such as online training classes, mock phishing attacks and information security awareness materials.
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We use independent third parties (i) to perform penetration testing of our infrastructure to help us better understand the effectiveness of our
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We strive to protect the privacy and security of the sensitive information our customers entrust to our care by, among other things:

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maintaining privacy policies, management oversight, accountability structures, and technology design processes to help protect private and personal data;
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maintaining oversight of our information security program by senior management, the Risk Committee, and our Board;
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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;
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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
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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.
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We had no material data breaches in 2022.
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controls and improve defenses and (ii) to conduct assessments of our program for compliance with regulatory requirements and industry guidelines.
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We have an incident response program in place that enables a coordinated response to mitigate the impact of, and recover from, any cyber-attacks and facilitate communication to internal and external stakeholders.
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We had no material data breaches in 2021.
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​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.​
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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 approximately 1,571 hours of their time in 2021.
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We encourage Teammate charitable giving through our MyGiving program, where we match up to $500 annually on a Teammate’s eligible donations.
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In 2021, an aggregate of 262 organizations across our footprint received volunteer hours or in-kind donations from us and our Teammates.
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We invested approximately $118
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.
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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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We encourage teammate charitable giving through our MyGiving program, where we match up to $500 annually of a teammate’s eligible donations.
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In 2022, we invested approximately $125 million in our community through investments in tax credit and other funds and loans, with a focus on maintaining and building affordable housing units; and corporate sponsorships, with a focus on financial education for all ages, and support of university athletics, area festivals and family events.
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In 2021, through the Federal Home Loan Bank Affordable Housing Program, the Bank loaned funds to finance purchases of 19 homes valued in the aggregate amount of approximately $3 million. Additionally, in 2021, the Bank originated approximately 171 loans for first time home buyers, totaling approximately $43 million. In 2021, the Bank also leveraged Virginia Housing Authority grant funds to extend credit to 13 homebuyers who would not otherwise qualify for a mortgage.
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We partner with Banzai, an online financial literary resource for students, to bring financial education into classrooms in the communities we serve, preparing students to manage their financial future. In 2021, we invested approximately $150,000 to provide financial literacy education materials to students in 180 schools in our assessment area.
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Environment​
​Environment​​We believe protecting the environment goes hand in hand with protecting the interests of our customers, Teammates, and all of our stakeholders.​
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We support housing resiliency by, among other things, donations to Housing Virginia, an organization that offers housing flood mitigation education programs.
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In 2021, we recycled approximately 392,973 pounds of paper through our secure shred program.
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In 2021, we made energy efficiency improvements across the Company, including investing approximately $442,815 to replace light fixtures in certain of our operations and branch locations to make them LED capable. All laptop and desktop computers purchased in 2021 were
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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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​​​​
certified as EPEAT Silver or Gold; ENERGY STAR 6.1 or 7.1; RoHS-compliant. Additionally, in 2021, 100% of paper purchased by the Company was Sustainable Forestry Initiative — Certified Sourcing.
•
We have established a greenhouse gas emission baseline and are evaluating the steps necessary to reduce our greenhouse gas emissions moving forward.
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•
As of December 31, 2021, we had total loan commitments of approximately $53 million for solar energy projects.
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•
We have no credit exposure to the exploration, mining or extraction of coal, oil, or natural gas.
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​The COVID-19 Pandemic​​Throughout the COVID-19 pandemic, we have been and remain intensely focused on the safety and wellbeing of our Teammates and customers.​
​​​​
•
Throughout the COVID-19 pandemic, we have instituted numerous safety protocols and procedures based on health guidance from federal and state agencies.
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•
We established an additional pandemic paid-time off program to assist our Teammates with unexpected time-off associated with COVID-19 and planned time off for vaccination.
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•
While we have not mandated vaccination for our Teammates, we continue to strongly encourage vaccination and provide information and resources to support individual decisions.
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CORPORATE GOVERNANCE BOARD LEADERSHIP AND BOARD DIVERSITY
​
Corporate Governance Guidelines
The Company’sOur Corporate Governance Guidelines and certain other corporate governance materials are published on the Company’sInvestor Relations > Governance > Governance Documents section of our website under “Governance — Governance Documents” at https://investors.atlanticunionbank.com/corporate-governance/governance-documentshttps://investors.atlanticunionbank.com/govdocs. Thewww.atlanticunionbank.com. Our Corporate Governance Guidelines address, among other topics: director selection; director qualificationsselection, Board composition and responsibilities;performance; the Board’s relationship to management; Board diversity; number of directors on the Board; attendance at meetings; director compensation; the mix of management directorsmeeting procedures; Board committee matters; and independent directors; director continuing education; director retirement age; director resignation; self-assessments byleadership development. The Nominating and Corporate Governance Committee regularly reviews developments in corporate governance and may recommend changes to these guidelines to the Board of Directors of its performance; Board committees; succession planning and management development; executive sessions of independent directors; attendance of non-directors at Board meetings; Board access to independent advisors; creation of Board agendas; evaluations of the CEO; and the Board’s risk oversight role. The Board of Directors regularly reviews corporate governance developments and may modify these guidelines as warranted. Any modifications will be reflected in the Corporate Governance Guidelines on the Company’s website.for approval.
Codes of Business Conduct and Ethics
The Company’sWe have a Code of Business Conduct and Ethics promotes honest and ethical conduct within the Company andthat applies to the Company’sall of our directors, officers, and employees. Theteammates, 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 Ethics requires that individuals avoid conflicts of interest, comply with all laws, rulesBusiness Conduct and regulations, and conduct business in an honest and ethical manner. The Code of Ethics contains a wide range of provisions regarding director and employee conduct, including, without limitation: provisions regarding protection of confidential and proprietary information of the Company and its customers; data security; use of Company assets; acceptance of unlawful or improper gifts; pledging and hedging of Company common stock; conflicts of interest; and reporting of questionable accounting and other practices. Certain of these subjects are also addressed in more detail in other policies of the Company. The Code of Ethics requires individuals to report immediately any violation or suspected violation of the Code of Ethics and provides a confidential, retaliation-free reporting mechanism. Teammates receive training on the Code of Ethics annually.Ethics.
The Company also maintainsIn addition, we have adopted a Code of Ethics for Senior Financial Officers and Directors (the “SFO Code”)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 the Company’s directors, CEO, chiefour principal executive officer, principal financial officer, president, corporateprincipal accounting officer or controller, director of financial reporting, chief audit executive, and various other financial, tax, and audit roles withinor persons performing similar functions, on our website at www.atlanticunionbank.com promptly following the Company. The SFO Code supplementsamendment or waiver. We may elect to disclose any such amendment or waiver in a report on Form 8-K filed with the Code of Ethics and is intendedSEC either in addition to promote honest and ethical conduct, proper disclosure of financial information and compliance with applicable laws, rules and regulations by individuals with financial responsibilitiesor in the Company.
The Company makes the most current versionslieu of the Code of Ethics and the SFO Code available to all Teammates and requires all Teammates to adhere to them.website disclosure.
The Code of Ethics and the SFO Code are available on the Company’s website under “Governance — Governance Documents” at https://investors.atlanticunionbank.com/corporate-governance/​governance-documents.
Conflicts of Interest Policy
The Company’sWe have a Conflicts of Interest Policy (the “Conflicts of Interest Policy”), whichthat applies to the Company’sour directors and executive officers, which supplements and implements the conflict of interest provisions in theour 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 the Company’sour General Counsel and review of the potential conflict of interest by the disinterested members of the Audit Committee.
Board of Directors Meetings and Attendance
Each director isOur directors are expected to devote sufficient time, energy and attention to ensure diligent performance of the director’stheir duties, which includes attending all Board and to attend all regularly scheduled Board of Directors, committee and shareholder meetings.

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There were eightnine regular meetings and one special meeting of the Board of Directors in 2021.2022 and no special meetings. Each director attended 75% or more of the aggregate number of meetings of (i)(a) the Board of Directors held during the period in which he or she was a director in 2021;2022; and (ii)(b) the committees of the Board of Directors of which he or she was a member in 2021. Fees were paid to the non-employee directors in accordance with the Company’s director compensation schedule. Please see the section of this proxy statement titled “Director Compensation” for additional information regarding compensation of directors.2022.
The Company’sOur Corporate Governance Guidelines state that directors are expected to attend the Annual Meeting.our annual meeting of shareholders. Of the 1613 directors who were serving at the time of the 2021our 2022 annual meeting of shareholders, all attended thatthe meeting.
Director Independence
PursuantThe listing of our common stock was transferred from The Nasdaq Stock Market LLC (“NASDAQ”) to the Company’sNew 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 of Directors conducts a review ofconsiders directors or director nominees “independent” if they meet the criteria for independence annuallyin both the NYSE listing standards and our Categorical Standards.
In early 2023, our Board, in coordination with the assistance of theour Nominating and Corporate Governance Committee. Each currentCommittee evaluated the relevant relationships between each director and each director who served during 2021, other thannominee (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, has beendue 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 bythat Ms. Hoover and Messrs. Fisher, Hansen and Myers were independent directors under NASDAQ listing standards, which is the Board of Directors to be an “independent director” as such term is definedlisting exchange that our securities were traded on in Rule 5605(a)(2) of the Marketplace Rules of NASDAQ. In making the determination of independence, the Board of Directors has concluded that none of these “independent directors” has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.2022.
Board Leadership Structure
The Board considers its structure and leadership annually. To date, the Company haswe have chosen not to combine the positions of CEO and Chairman of the Board. The Chairman of the Board of Directors is a non-management director and the Chairman and Vice Chairman are elected annually by the other members of the Board. The Company believesRonald L. Tillett currently serves as Chairman of our Board, and Patrick J. McCann currently serves as Vice Chairman of our Board. We believe that itsour 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.
TheOur CEO is a member of the Board of Directors and attends meetings of the Board. The President of Atlantic Unionthe Bank is not a member of the Board of Directors but attends meetings of the Board to help provide the Board with insight into the business strategies, performance and operations of the Bank. TheOur 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. TheOur CEO, President of the Bank, members of the Company’sour executive leadership, and other key leaders in the Company make frequent reports to the Board, of Directors, often at the suggestion of theour Chairman or other directors, and answer questions posed by directors. TheOur CEO and President of the Bank engage in detailed discussions with the Board of Directors regarding the reasons for recommendations of the Company’sour executive leadership.
TheOur Chairman and Vice Chairman of the Board meet regularly with theour 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 theour Corporate Governance Guidelines, at least quarterly, the non-managementindependent directors meet in executive session without management present. Our Chairman, Mr. Tillett, presides at these executive sessions.
All of the members of theour Board of Directors of the Company also serve as members of the Boardboard of Directorsdirectors of Atlantic Unionthe Bank.
Director Stock Ownership Requirement
Under the Company’sour 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 of Directors with the interests of the Company’s

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our shareholders. All currentof our directors are in compliance with the ownership requirement as of the last compliance date. NewlyNon-Employee Director Stock Ownership Policy, which provides newly elected or appointed directors havea 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 of Directors recognizes that it plays a critical role in the oversight of risk. As a financial institution, the very nature of the Company’sour business involves the oversight of the Company’s management of financial, operational, information technology, cybersecurity, credit, market, capital, interest rate, liquidity, reputation, strategic, legal, regulatory, compliance, model and other risks. The Board of Directors has established a risk oversight structure that seeks to ensure the Company’sthat applicable risks are identified, monitored, assessed, and mitigated appropriately. TheOur Board of Directors and the Company’s management team are committed to continuously strengthening of the Company’sour 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.
Because the CompanyAs a financial institution that is entrusted with the safeguarding of sensitive information, as a financial institution, theour Board of Directors believes that a strong enterprise cyber strategy is vital to effective cyber risk management. Accordingly, the Board is actively engaged in the oversight of the Company’sour cyber risk profile, enterprise cyber strategy and key cyber initiatives, and regularly receives reports on such issues from the Company’sour information technology and information security personnel.
The Risk Committee of the Board of Directors is responsible for assisting the Board in its oversight of the Company’s risksrisk and for overseeing the Company’sour enterprise risk management framework. The Risk Committee actively engages with management to establish risk management principles and to determine risk appetite. In a reflection of the importance that the Board of Directors places on risk oversight, theOur Chief Risk Officer who implements the Company’sour enterprise risk management framework, is an executive officer whoand reports directly to theour 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 of Directors 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 of Directors consider risk within their areas of responsibility. The description of each Board committee below includes more information on the risk oversight activities of theeach committee.
The Board of Directors 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 of Directors has a standing Executive Committee, Audit Committee, Compensation Committee, Executive Committee, Nominating and Corporate Governance Committee, and Risk Committee. Additionally, the Board of Directors has a Trust Committee. Brief summaries
Charters describing the responsibilities of these committees follow.
Executive Committee.   The Executive Committee, which is subject to the supervision and controleach of the Board of Directors, has been delegated substantially all of the powers of the Board of Directors to act between meetings of the Board of Directors, except for certain matters reserved to the Board of Directors by law. The Chairman of the Board of Directors serves as the Chairman of the ExecutiveAudit Committee, in accordance with the ExecutiveCompensation Committee, Charter. The ExecutiveNominating and Corporate Governance Committee, also has a Vice Chairman. As Chairman of the ExecutiveRisk Committee the Board Chairman confers with the CEO to identify issues that require either the involvement of the Executive Committee or the full Board of Directors during interim periods between regularly scheduled Board of Directors meetings. Other than the CEO, the current members of the Executiveand Trust Committee are and the members who servedavailable on the Executive Committee during 2021Investor Relations > Governance > Governance Documents section of our website at www.atlanticunionbank.com.


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were, “independent directors” as defined by applicable NASDAQ rules. There was one meetingOur 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 Executive Committee in 2021; fees were paid toduties of our committees are set forth below, as well as the non-employee directors who attended these meetings in accordance with the Company’s director compensation fee schedule, which is summarized in this proxy statement in the section titled “Director Compensation.” The Executive Committee is governed by a written charter approved by the Board of Directors. The Executive Committee’s charter is available on the Company’s website under “Governance — Governance Documents” at: https:// investors.atlanticunionbank.com/corporate-governance/governance-documents.
Audit Committee.   The Audit Committee oversees the accounting and financial reporting processes of the Company and audits of the Company’s financial statements. The Audit Committee assists the Board of Directors in monitoring (i) the integrity of the financial statements of the Company; (ii) the independent registered public accounting firm’s qualifications and independence; (iii) the performance of the Company’s internal audit function and the independent registered public accounting firm; and (iv) the compliance by the Company with certain legal and regulatory requirements and the Company’s Code of Ethics. The Audit Committee also has responsibility for oversight of risks associated with financial accounting and reporting, including the system of internal control. In a reflection of the importance that the Board of Directors places on the audit function, the Chief Audit Executive of the Company reports to the Audit Committee. The Audit Committee’s oversight of risk includes reviewing and discussing with management the Company’s major financial risk exposures and the procedures utilized by management to monitor and control such exposure. The current members of each committee as of the Audit Committee are, and the members who served on the Audit Committee during 2021 were, “independent directors” as defined by applicable NASDAQ and SEC rules. Mr. Corbin and Ms. Hoover each qualify as an audit committee financial expert as defined by SEC regulations. All Audit Committee members have significant financial experience in accordance with applicable NASDAQ rules. The Audit Committee met eight times in 2021; fees were paid to the director attendees in accordance with the Company’s director compensation fee schedule, which is summarized indate of this proxy statement in the section titled “Director Compensation.” The Audit Committee is governed by a written charter approved by the Board of Directors. The Audit Committee’s charter is available on the Company’s website under “Governance — Governance Documents” at: https:// investors.atlanticunionbank.com/corporate-governance/governance-documents.statement.
​Audit Committee​​No. of Meetings in 2022: 6​
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Members:
Patrick E. Corbin (Chair)
Heather M. Cox
Frank Russell Ellett
Patrick J. McCann
​​
Key Responsibilities:
•
Oversees the integrity of our financial statements
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•
Oversees the qualifications, performance, independence, and appointment of our independent registered public accounting firm
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•
Oversees the performance of our internal audit function and credit risk review
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•
Oversees our compliance with certain legal and regulatory requirements
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•
Oversees risks associated with, among others things, financial 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.   The Compensation Committee reviews and recommends the compensation to be paid to the CEO and the other executive officers of the Company, including the Company’s named executive officers disclosed in the proxy statement. In addition, the Compensation Committee establishes the Company’s overall executive compensation policy; oversees compliance with compensation-related legal and regulatory requirements; and oversees risks relating to the Company’s compensation plans and programs. The Compensation Committee reviews, recommends to the Board, and administers the Company’s incentive and other compensation plans, including, as the Compensation Committee deems appropriate, identifying whether the plans appropriately balance risk and financial results in a manner that does not encourage imprudent risk. Additionally, the Compensation Committee provides oversight of certain other matters, including, without limitation, employee benefit plans, management succession, and the talent development program. The current members of the Compensation Committee are, and the members who served on the Compensation Committee during 2021 were, “independent directors” as defined by applicable NASDAQ rules. The Compensation Committee met nine times in 2021; fees were paid to the director attendees in accordance with the Company’s director compensation fee schedule, which is summarized in this proxy statement in the section titled “Director Compensation.” The Compensation Committee is governed by a written charter approved by the Board of Directors. The Compensation Committee’s charter is available on the Company’s website under “Governance — Governance Documents” at: https:// investors.atlanticunionbank.com/corporate-governance/governance-documents s.
Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee identifies and recommends individuals as nominees for election or re-election to the Board of Directors of the Company. The Nominating and Corporate Governance Committee identifies potential director nominees and reviews each nominee’s experience and background; monitors the composition of the Board of Directors to help ensure that it has the appropriate experience, skill sets and diversity; reviews the qualifications and performance of each director scheduled for possible re-nomination to the Board and makes recommendations to the Board regarding their re- nomination; develops and recommends to the Board of Directors a process for the periodic evaluation of the Board of Directors and its committees; assists the

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​Compensation Committee​​No. of Meetings in 2022: 9​
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Members:
Linda V. Schreiner (Chair)
Frank Russell Ellett
Thomas P. Rohman
F. Blair Wimbush
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Key Responsibilities:
•
Establishes our executive compensation philosophy
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•
Reviews and approves, or recommends to the Board for approval, as applicable, the compensation to be paid to our executive officers (as defined in the charter), including our CEO
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•
Recommends non-employee director compensation for Board approval
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•
Oversees risks relating to our compensation policies and practices
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•
Reviews and recommends to the Board for approval, and administers our incentive and other equity-based compensation plans
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•
Oversees our employee benefit plans covering substantially all employees
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•
Oversees management succession planning (other than for the CEO, which is overseen by the Board) and our talent development programs
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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
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•
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
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Nominating and Corporate Governance Committee No. of Meetings in 2022: 8
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Members:
Thomas G. Snead, Jr. (Chair)
Patrick J. McCann
Thomas P. Rohman
Linda V. Schreiner
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Key Responsibilities:
•
Identifies individuals to become Board members, and recommends to the Board for approval nominees for director
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•
Makes recommendations to the Chairman of the Board regarding committee structure and membership, subject to Board approval
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•
Oversees the Company’s key corporate governance policies
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•
Oversees Board succession planning
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•
Oversees the Board’s formal annual self-evaluation process
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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
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•
All current Committee members are independent under NYSE listing standards and our Categorical Standards
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Board of Directors in assessing director independence; makes recommendations to the Board regarding, and oversees director compliance with, director stock ownership requirements; and provides guidance to the Board of Directors on a broad range of corporate governance issues, including topics such as committee structure, membership, and leadership; director education; and governance best practices. The current members of the Nominating and Corporate Governance Committee are, and the members who served on the Nominating and Corporate Governance Committee during 2021 were, “independent directors” as defined by applicable NASDAQ rules. The Nominating and Corporate Governance Committee met seven times in 2021; fees were paid to the director attendees in accordance with the Company’s director compensation fee schedule, which is summarized in this proxy statement in the section titled “Director Compensation.” The Nominating and Corporate Governance Committee is governed by a written charter approved by the Board of Directors. The Nominating and Corporate Governance Committee’s charter is available on the Company’s website under “Governance — Governance Documents” at: https:// investors.atlanticunionbank.com/corporate-governance/governance-documents.21
Risk Committee.   The Risk Committee assists the Board of Directors in the Board’s oversight of the Company’s management of financial, operational, information technology (including cyber risk), credit, market, capital, liquidity, reputation, strategic, legal, compliance, model and other risks. The Risk Committee: (i) oversees the Company’s enterprise risk management framework and evaluates its adequacy and effectiveness; (ii) reviews management’s assessments of the risk profile of the Company and its alignment with the Company’s strategic plan and aggregate risk appetite; and (iii) reviews and discusses with management the major risk exposures of the Company. The Risk Committee is governed by a written charter approved by the Board of Directors. The Risk Committee charter provides that no less than two-thirds of the Risk Committee’s membership shall be “independent directors” as defined by applicable SEC, NASDAQ and Federal Reserve Board rules. The current members of the Risk Committee are, and the members who served on the Risk Committee during 2021 were, “independent directors” as defined by applicable SEC, NASDAQ and Federal Reserve Board rules. The Risk Committee met nine times in 2021; fees were paid to the director attendees in accordance with the Company’s director compensation fee schedule, which is summarized in this proxy statement in the section titled “Director Compensation.” The Risk Committee’s charter is available on the Company’s website under “Governance — Governance Documents” at: https://investors.atlanticunionbank.com/corporate-governance/governance-documents.
Trust Committee.   The Trust Committee oversees all trust and fiduciary activities of the Company; fosters compliance with all laws, rules, and regulations applicable to trust and fiduciary activities; and recommends to the Board of Directors written policies and procedures for the conduct of trust and fiduciary activities. The Trust Committee reviews results of audits of significant trust and fiduciary activities of the Company and oversees remediation of findings. Additionally, the Trust Committee coordinates with the Risk Committee with respect to oversight of risks relating to the Company’s trust and fiduciary activities. The Trust Committee meets quarterly and is governed by a written charter approved by the Board of Directors. The Trust Committee charter provides that the Trust Committee must consist of no fewer than three, but no more than five, members of the Board of Directors. At least three members of the Trust Committee must be “independent” in accordance with Regulation YY of the Federal Reserve Board and other applicable rules of the Federal Reserve Board, the SEC and NASDAQ. The current members of the Trust Committee are, and the members who served on the Trust Committee during 2021 were, “independent directors” as defined by applicable SEC, NASDAQ and Federal Reserve Board rules. The Trust Committee met four times in 2021; fees were paid to the director attendees in accordance with the Company’s director compensation fee schedule, which is summarized in this proxy statement in the section titled “Director Compensation.” The Trust Committee’s charter is available on the Company’s website under “Governance — Governance Documents” at: https://investors.atlanticunionbank.com/corporate-governance/governance-documents.
The chart below identifies the current membership of the committees of the Board of Directors.

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BOARD COMMITTEE MEMBERSHIP1
​Executive Committee Member​​Audit​​Compensation​​Executive​​
Nominating and
Corporate
Governance
​​Risk​​
Trust
Committee
No. of Meetings in 2022: 2		​
​
Members:
Ronald L. Tillett (Chair)
John C. Asbury
​​​​​​​​✓​​​​​​​​​​

Patrick E. Corbin		​​
✓(C)^
​​​​​✓​​​​​​​​​​
Frank Russell Ellett​​✓​​​​​​​​​​​✓​​​​
Gregory L. Fisher2​​​​​​​​​​​​​​✓​​
✓(C)
​
Daniel I. Hansen​​✓​​​​​✓​​​​​​​​✓​
Jan S. Hoover​​✓^​​✓​​​​​​​​​​​​​

Patrick J. McCann		​​​​​​​​
✓(VCB)
F. Blair Wimbush
​​
✓(VCB)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​
Thomas P. Rohman​​​​​✓​​​​​✓​​​​​​​
Linda V. Schreiner​��​
Members:
F. Blair Wimbush (Chair)
Patrick E. Corbin
Keith L. Wampler
​​
✓(C)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
​
​​​​​​​​​
Thomas G. Snead, Jr.​​​​​​​​​​​
✓(C)
​​✓​​​​
Ronald L. Tillett​​​​​​​​
✓(C)(CB)
​​​​​​​​​​
Keith L. Wampler​​​​​​​​✓​​​​​✓ (C)​​​​
F. Blair Wimbush​​​​​✓​​​​​​​​​​​✓​
​
(1)
Committee appointments were effective May 4, 2021. For committee assignments applicable during the period from January 1, 2021 to May 1, 2021, please refer to the Company’s 2021 Proxy Statement filed with the SEC on March 23, 2021 and available on the Company’s investor relations website at https://investors.atlanticunionbank.com.
​
(2)
Mr. Fisher will retire from the Board of Directors effective at the Annual Meeting.
​
(C)
Committee Chair
​
(CB)
Chairman of the Board
​
(VCB)
Vice Chairman of the Board
​
^
audit committee financial expert
​
Consideration of Board Diversity
The Nominating and Corporate Governance Committee considers diversity when assessing the composition of the Board of Directors and reviewing potential candidates for nomination and possible election to the Board. When considering any potential director nominee, the Nominating and Corporate Governance Committee considers, among other factors, the diversity of experience and background the nominee can bring to the Board, such as ethnic or gender diversity, the nominee’s professional experience, service on other boards, education, and the geographic areas where the nominee resides or works.
The Nominating and Corporate Governance Committee’s charter includes the following language:
The Committee members will work together and with the Board, as appropriate, to determine the appropriate characteristics, expertise, skills, and experience required for consideration for any potential nominee, including, for example: independence; integrity; high standards of personal and professional ethics; sound business judgment; a general understanding of finance and other disciplines relevant to the success of a publicly traded bank holding company; educational and professional backgrounds; personal accomplishments; individual qualities and attributes that will contribute to Board heterogeneity; age, gender, ethnic, and geographic diversity. The objective of the Committee’s recommending any nominee or group of nominees is to put forward such persons who will help the Company remain successful and represent the shareholders’ interests through the exercise of sound business judgment and the diversity of experiences. In determining whether to recommend a director for re-election, the Committee will consider the director’s past attendance at meetings and his/her participation in and contribution to the activities of the Board and its committees.

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Further, as stated in the Company’s Corporate Governance Guidelines:Board and Committee Evaluations
Members of the Board…are expected to have the appropriate skills necessary to function in the Company’s current operating environment and contribute to its future direction and strategies. Such skills may include, for example, financial, operational, management, risk management, technological, legal and other relevant skills. TheOur Board should be comprised of Directors with varying experiences and characteristics that enhance the diversity and effectiveness of the Board as a whole.
Board Evaluations
The Board of Directors believes in a robust evaluation process.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 utilizesuses a self-evaluation process as its primary vehiclemechanism for assessment.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 of Directors 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 of Directors from time to time may use a third party to evaluate the performance of the Board or Board committees.
The Nominating and Corporate Governance Committee also reviews For example, in 2022, the qualifications and performanceBoard engaged a third-party evaluator to assess the contributions of each director for potential re-nomination to the Board member.
Communication with Directors
Our shareholders and makes recommendations to the Board regarding their re-nomination, if any.
Shareholder Nominations
Although the Nominating and Corporate Governance Committee has no formal policy with respect to the consideration of director candidates recommended by shareholders, the committee will consider candidates for directors proposed by shareholders in writing. Such written submissions should include the name, address, and telephone number of the recommended candidate, along with a brief statement of the candidate’s qualifications to serve as a director. All shareholder recommendations should be submitted to the attention of the Nominating and Corporate Governance Committee of the Board of Directors, Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, and must be received by November 1, 2022 to be considered by the Nominating and Corporate Governance Committee for the 2023 annual election of directors. Any candidate recommended by a shareholder will be reviewed and considered in the same manner as all other director candidates considered by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee received no director candidate recommendations from any shareholder relating to the Annual Meeting.
In addition, any shareholder may nominate a person for election as director at an annual meeting if notice of the nomination is given in advance in writing and sets forth the information required by Section 4 of Article I of the Company’s bylaws with respect to each director nomination that a shareholder intends to present at the annual meeting and both the shareholder and nominee satisfy the applicable requirements of Section 4 of Article I and Section 3 of Article II of the Company’s bylaws. Notice of any such shareholder nomination must be addressed to the Company’s Corporate Secretary and delivered or mailed to and received at, Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, no earlier than the close of business on January 3, 2023 and no later than the close of business on February 2, 2023 for the next annual election of directors.
In addition to satisfying the foregoing requirements under the Company’s bylaws, to comply with the universal proxy rules (once effective) for our 2023 annual meeting, shareholders who intend 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 under the Exchange Act no later than March 4, 2023.
Shareholder Communication
Shareholdersinterested parties may communicate with all orthe Board, any member of the Board of Directorsindividually 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

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1200, Richmond, Virginia 23219. All communications so addressed will be forwarded to the Chairman of the Board, of Directorsor Lead Independent Director, as applicable (in the case of correspondence addressed to the Board of Directors)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 Diversity
The chart below provides details regardingon August 18, 2022). No member of our Compensation Committee in 2022 was, during the diversitylast fiscal year, an officer or employee of the BoardCompany or formerly an officer of Directors: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.
​
BOARD DIVERSITY MATRIX
As of March 23, 2022
​
​Total Number of Directors​​13​
​Part I: Gender Identity​​Male​​Female​​Non- Binary​​
Gender
Undisclosed
​
​Directors​​11​​2​​—​​—​
​Part II: Demographic Background​
​African American or Black​​1​​—​​—​​—​
​Alaskan Native of Native American​​—​​—​​—​​—​
​Asian​​—​​—​​—​​—​
​Hispanic or Latinx​​—​​—​​—​​—​
​Native Hawaiian or Pacific Islander​​—​​—​​—​​—​
​White​​10​​2​​—​​—​
​Two or More Races or Ethnicities​���—​​—​​—​​—​
​LGBTQ+​​—​
​Did Not Disclose Demographic Background​​—​

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DIRECTOR COMPENSATION
​
The Board of Directors determines the compensation of theits non-employee members ofafter considering the Boardrecommendation of Directors, based on recommendations from the Compensation Committee and the Compensation Committee’s independent compensation consultant. The Compensation Committee annually reviews on at least a bi-annual basis or more frequently, if needed, data and analysis provided by Pearl Meyer, its independent compensation consultant to assess the market competitiveness of the compensation structure forof our non-employee directors. Following that review, the Compensation Committee approves and recommends to the Board of Directors for approval a compensation structure that is intended to provide a mix between cash and equity compensation that is market competitive based on the same peer group that is utilizedused by the Compensation Committee when reviewing executive compensation. From January 2021 through September 2021, all non-employee directors of the Company received a $50,000 annual retainer, paid quarterly in advance in unrestricted shares of the Company’s common stock. In addition, each non-employee director received a $35,000 annual cash retainer, paid quarterly in advance, which covers a maximum number of meetings during the year. In September 2021, the Board of Directors approved a change to the non-employee director compensation schedule effective October 1, 2021 that increased the annual retainer, paid quarterly in advance in unrestricted shares of the Company’s common stock, to $60,000. At the same time, a change was made to increase the annual cash retainer, paid quarterly in advance, to $45,000. 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 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 Board of Directors of Atlantic Union Bank (the “Bank Board”).

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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 2021.2022.

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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 inUnder the program, a director must havehe previously elected to forego the director’s fees that would otherwise have been payable to him by Union Bank and Trust CompanyUBT for a period of 12 consecutive months beginning immediately after his election to participate.months. The agreement provides that Mr. Hansen will receive from the Bank a designated fixed amount,us $22,299 annually, payable in equal monthly installments over a period of 10ten years beginning upon his “Normal Retirement Date,” which is defined in the agreement to be the last day of the month in which the director reacheswhen he reached age 65. Upon reaching his Normal Retirement Date, in September 2021 Mr. Hansen began receiving $22,299 in annual compensation under the agreement; the annual amount is paid in monthly installments and will continue until August 1, 2031.
The following table summarizes the director compensation paid by the Company during 2021.
2021 DIRECTOR COMPENSATION
Name​​
Fees Earned or
Paid in Cash(1)
($)
​​
Stock
Awards(2)
($)
​​
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings(3)
($)
​​
All Other
Compensation
($)
​​
Total
($)
​
Michael W. Clarke(4)
​​​​12,750​​​​​—​​​​​—​​​​​—​​​​​12,750​​
Patrick E. Corbin​​​​69,875​​​​​39,999​​​​​—​​​​​—​​​​​109,874​​
Beverley E. Dalton(4)
​​​​14,333​​​​​4,181​​​​​—​​​​​—​​​​​18,514​​
Frank Russell Ellett(5)
​​​​37,750​​​​​57,511​​​​​—​​​​​—​​​​​86,514​​
Gregory L. Fisher(6)
​​​​64,500​​​​​39,999​​​​​—​​​​​—​​​​​104,499​​
Daniel I. Hansen​​​​56,250​​​​​39,999​​​​​7,433​​​​​—​​​​​103,682​​
Jan S. Hoover​​​​55,250​​​​​39,999​​​​​—​​​​​—​​​​​95,249​​
Patrick J. McCann​​​​68,500​​​​​39,999​​​​​—​​​​​—​​​​​108,499​​
W. Tayloe Murphy, Jr.(4)
​​​​38,250​​​​​25,001​​​​​—​​​​​—​​​​​63,251​​
Alan W. Myers(6)
​​​​53,500​​​​​39,999​​​​​—​​​​​—​​​​​93,499​​
Thomas P. Rohman​​​​54,500​​​​​39,999​​​​​—​​​​​—​​​​​94,499​​
Linda V. Schreiner​​​​61,625​​​​​39,999​​​​​—​​​​​—​​​​​101,624​​
Thomas G. Snead, Jr​​​​65,500​​​​​39,999​​​​​—​​​​​—​​​​​105,499​​
Ronald L. Tillett​​​​119,500​​​​​39,999​​​​​—​​​​​—​​​​​159,499​​
Keith L. Wampler​​​​61,750​​​​​39,999​​​​​—​​​​​—​​​​​101,749​​
F. Blair Wimbush​​​​54,500​​​​​39,999​​​​​—​​​​​—​​​​​94,499​​
​
(1)
Mr. Tillett received an additional $80,000 cash retainer for serving as Chairman of the Board of Directors. Mr. McCann received an additional $20,000 cash retainer for serving as the Vice Chairman of the Board of Directors. Mr. Corbin received an additional $20,000 cash retainer for serving as Chair of the Audit Committee; Ms. Schreiner received an additional $13,500 cash retainer for serving as Chair of the Compensation Committee; Mr. Murphy received an additional $3,333 cash retainer for serving as Chair of the Nominating and Corporate Governance Committee until May 2020; Mr. Snead received an additional $6,667 for serving as Chair of the Nominating and Corporate Governance Committee beginning in May 2020; Mr. Wampler received an additional $15,000 cash retainer for serving as Chair of the Risk Committee; and Mr. Fisher received an additional $10,000 cash retainer for serving as Chair of the Trust Committee. Members of the Audit, Compensation, Nominating and Corporate Governance, Risk and Trust Committees each received an additional $8,000 cash retainer.
​

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Members attending Executive Committee meetings received a $1,000 per meeting fee (or $500 for telephonic meetings lasting under an hour) for each meeting held during the year. Members of any Board approved Special Purpose Committee, as appointed by the Chairman of the Board, received a $500 per meeting fee.
(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 2021 of $38.36, $36.22 and $36.85, respectively, paid on April 1, July 1, and October 1, 2021, respectively, were based on the Company’s common stock closing price on March 31, June 30, and September 30, 2021, respectively. The grant date per share fair value of $37.29 for the first quarter 2022 retainer paid on January 3, 2022 was based on the closing price of the Company’s common stock on December 31, 2021.
​
(3)
Messrs., Corbin, Tillett, Wampler and Wimbush elected for 2021 to defer their stock awards, and Messrs., Corbin, Wampler and Wimbush elected for 2021 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, upon reaching his Normal Retirement Date, he began receiving monthly in September 2021 compensation totaling $22,299 annually according to his supplemental compensation agreement; these payments will continue monthly until August 1, 2031.
​
(4)

Mr. Clarke retired from the Board, effective January 18, 2021. Ms. Dalton retired from the Board, effective at the 2021 annual meeting of shareholders.Corbin and Mr. Murphy retired from the Board on September 13, 2021.
​
(5)
Mr. Ellett both elected to receive stock in lieu of histheir annual cash Board member retainer for the second and third quartersall of 2021.2022.
​
(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 will retiredid not stand for re-election in 2022 and his service as a director ended on May 3, 2022.
​
(8)
Mr. Hansen retired from the Board effective immediately followingDecember 31, 2022.
​
(9)
In connection with Mr. Hansen’s retirement, we agreed to pay him the Annual meetingremaining board and committee fees, including the cash value of his equity grant, that he would have received had he remained on the Board through the date of our 2023 annual meeting.
​
(10)
Ms. Hoover resigned from the Board effective August 18, 2022.
​
(11)
Mr. Myers retired from the Board effective February 21, 2022.
​

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AUDIT INFORMATION AND REPORT OF THE AUDIT COMMITTEE
​
Principal AccountingAccountant Fees
The Company’sOur independent registered public accounting firm, EY, billed the following fees for services provided to the Companyus for the audit of the Company’sour annual financial statements for the fiscal years 20212022 and 20202021 and for other services rendered by EY during those periods:
​​​2021​​2020​
Audit fees(1)
​​​$1,675,300​​​​$1,556,625​​
Audit-related fees(2)
​​​​37,500​​​​​35,625​​
Tax fees(3)
​​​​140,795​​​​​82,400​​
All Other fees​​​​—​​​​​—​​
Total​​​$1,853,595​​​​$1,674,650​​
​​​​​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 20212022 and 20202021 proxy 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 2021,2022, EY performed services related to the implementation of the new credit losses accounting standardssegment reporting, and in 2020,2021, EY performed procedures over the adoption of the new credit losses accounting standards.
​
(2)

Audit-related fees: Includes the 20212022 and 20202021 audits of mortgage compliance.
​
(3)

Tax fees: EY provided tax compliance and other tax advisory services related to the Company in both 20212022 and 2020. No tax services are performed by EY to the Company for its directors and executive officers.2021.
​

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The Audit Committee notes that EY performed no services tofor the Company, other than those enumerated above, for 20212022 or 2020.2021. As a result, the Audit Committee has determined that the provision of these services by EY is compatible with maintaining the firm’s independence from the Company. Any engagement beyond the scope of the annual audit engagement is required to be pre-approved by the Audit Committee.
Audit Committee Pre-Approval Policy
The Audit Committee, or a designated member of the Audit Committee, must pre-approve all auditing services, internal control related services and permitted non-audit services, subject to the de minimisexception for non-audit services that are approved by the Audit Committee prior to the completion of the audit, performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the registered public accountant’s independence. The Audit Committee may form and delegate authority to subcommittees, consisting of one or more members when appropriate, to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.
Audit Committee Report
This Audit Committee Report was approved and adopted by the Audit Committee on February 25, 2022. The22, 2023. Our Board of the Company has a standing Audit Committee that currently consists of the independent directors whose names appear at the end of this report.Audit Committee Report.
While management has the primary responsibility for the financial statements and the reporting process, including the Company’sour system of internal controls, the Audit Committee monitors and reviews the Company’sour financial reporting process on behalf of the Board of Directors.Board. The role and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board. The Audit Committee reviews and reassesses its charter periodicallyannually and recommends any changes to the Board for approval. Under applicable law, the Audit Committee has sole responsibility for the selection of the Company’sour independent registered public accounting firm. The Audit Committee is also responsible for the compensation and oversight of the Company’sour independent registered public accounting firm.
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 regardsregard to engagement partner selection.
The Company’sOur independent registered public accounting firm is responsible for performing independent audits of the Company’sour consolidated financial statements and itsour internal control over financial reporting in accordance with the standards of the PCAOB and to issue reports thereon. The Audit Committee monitors and oversees these processes. The Audit Committee relies on the work and assurances of the Company’sour management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm, which, in its reports, expresses an opinion on the conformity of the Company’sour consolidated annual financial statements to accounting principles generally accepted in the United States of America and whether the Company’sour internal controls over financial reporting were effective as of the end of the year.
In this context, the Audit Committee met and held discussions with management and representatives of EY with respect to the Company’sour financial statements for the year ended December 31, 2020.2022. Management represented to the Audit Committee that theour consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America; and the Audit Committee reviewed and discussed theour consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee reviewed and discussed with the

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independent registered public accounting firm the critical audit matters arising in the audit of theour financial statements and identified in EY’s audit report, which is included with the Company’sour Annual Report on Form 10-K for the year ended December 31, 2021.2022. The Audit Committee also reviewed and discussed with the independent registered public accounting firm any other matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
In addition, the Audit Committee discussed with the independent registered public accounting firm the auditors’ independence from the Company and its management, and the independent registered public accounting firm provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB.PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence.
The Audit Committee also discussed with the Company’sour internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and the independent registered public accounting firm, with and without management in attendance, to discuss the results of their examinations, the evaluations of theour internal controls, of the Company, and the overall quality of theour financial reporting of the Company.reporting. This included the Audit Committee’s monitoring of the progress of remediation of noted control deficiencies, if any, until resolved.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’sour Annual Report on Form 10-K for the year ended December 31, 20212022 for filing with the SEC.
Respectfully submitted by the members of the Audit Committee,
Patrick E. Corbin, Chairman
Chair
Heather M. Cox
Frank Russell Ellett
Daniel I. Hansen
Jan S. Hoover
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 (56)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 (63)​​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.​​
​​Maria P. Tedesco (61)​​62​​EVP of the Company and President and Chief Operating Officer of the Bank effective January 2022 and Executive Vice President​​
​​Matthew L. Linderman​​48​​EVP of the Company and PresidentChief Information Officer of the Bank since September 2018; 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 (58)​​Clare Miller​​43​​EVP and Chief Human Resource Officer of the Company​​
​​Shawn E. O’Brien​​51​​EVP of the Company and Consumer and Business Banking Group Executive Vice Presidentof the Bank​​
​​David V. Ring​​59​​EVP of the Company and Wholesale Banking Group Executive since joiningof 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 (57)​​Sherry Williams​​Executive Vice President61​​EVP and Chief Information Officer & Head of Enterprise Operations since joining the Company in February 2015; Chief Information and Back Office OperationsRisk Officer of Intersections Inc. from 2012 to 2014; Chief Information Officer of Advance America from 2009 to 2012; Senior Vice President and General Manager of Revolution Money from 2007 to 2008; Executive Vice President, Chief Information Officer and Chief Operating Officer from 2006 to 2007, and Executive Vice President and Chief Information Officer from 2005 to 2007, of Upromise LLC.the Company​​
Biographical information concerning our executive officers who are not directors follows. Biographical information for Mr. Asbury is included in “Proposal 1—Election of 12 Directors—Biographical Information of Our Director Nominees” above.
​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 STOCKDIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS
​
The following table setstables set forth, as of March 9, 2022,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 named executive officer, (c) persons known by the Company to be the beneficial owners of more than 5% of its outstandingour common stock and (d)depositary shares held by (i) each of our directors and director-nominees, (ii) each of our named executive officers, and (iii) all theof our current directors and executive officers of the Company as a group.group, and (b) shareholders known to us to beneficially own more than 5% of our common stock. For purposes of this table,these tables, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Exchange Act. In general, beneficial ownership includes any shares of common stock or depositary shares as to which the individual has sole or shared voting or investment power. None of the individualsthese persons has any right to acquire shares of the Company’sour common stock or depositary shares, as applicable, within 60 days of March 9,

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2022February 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 75,521,64574,979,053 shares of the Company’sour common stock outstanding as of March 9, 2022, exceptFebruary 27, 2023 and 6,900,000 depositary shares outstanding as noted below.of February 27, 2023.
Name​​
Amount and Nature of Beneficial
Ownership
​​
Percent of Common
Stock
​
Directors:​​​​​​​​​​​​​
Patrick E. Corbin​​​​37,361(1)​​​​​*​​
Frank Russell Ellett​​​​14,960​​​​​*​​
Gregory L. Fisher​​​​28,789(2)​​​​​*​​
Daniel I. Hansen​​​​138,746(3)​​​​​*​​
Jan S. Hoover​​​​28,944​​​​​*​​
Patrick J. McCann​​​​24,753(4)​​​​​*​​
Thomas P. Rohman​​​​14,358​​​​​*​​
Linda V. Schreiner​​​​14,008​​​​​*​​
Thomas G. Snead, Jr.​​​​43,918(5)​​​​​*​​
Ronald L. Tillett​​​​36,316(6)​​​​​*​​
Keith L. Wampler​​​​23,599(7)​​​​​*​​
F. Blair Wimbush​​​​8,776(8)​​​​​*​​
Named Executive Offıcers:​​​​​​​​​​​​​
John C. Asbury​​​​165,142(9)​​​​​*​​
Robert M. Gorman​​​​50,210(10)​​​​​*​​
Maria P. Tedesco​​​​37,447(11)​​​​​*​​
David V. Ring​​​​18,084(12)​​​​​*​​
M. Dean Brown​​​​32,178(13)​​​​​*​​
All other executive offıcers​​​​41,768(14)​​​​​*​​
All current executive offıcers and directors as a group: (20 persons)​​​​759,357​​​​​1.01%​​
5% Shareholders:​​​​​​​​​​​​​
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355		​​​​7,609,912(15)​​​​​10.06%(15)​​
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055		​​​​5,471,819(16)​​​​​7.20%(16)​​
Dimensional Fund Advisors LP
6300 Bee Cave Road
Building One
Austin, Texas 78746		​​​​4,602,112(17)​​​​​6.10%(17)​​
Wellington Management Group LLP
280 Congress Street
Boston, Massachusetts 02210		​​​​3,850,499(18)​​​​​5.09%(18)​​
Directors and Executive Officers
​​​​​Common Stock​​Depositary Shares​​
​​Name of Beneficial Owner​​Amount and
Nature of
Beneficial
Ownership		​​Percent
of Class		​​Amount and
Nature of
Beneficial
Ownership		​​Percent
of Class		​​
​​Directors who are not NEOs:​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Patrick E. Corbin(1)​​​​50,376​​​​​*​​​​​—​​​​​*​​​
​​Heather M. Cox​​​​1,389​​​​​*​​​​​—​​​​​*​​​
​​Rilla S. Delorier​​​​1,374​​​​​*​​​​​—​​​​​*​​​
​​Frank Russell Ellett​​​​38,060​​​​​*​​​​​—​​​​​*​​​
​​Patrick J. McCann(2)​​​​26,525​​​​​*​​​​​—​​​​​*​​​
​​Thomas P. Rohman​​​​15,301​​​​​*​​​​​—​​​​​*​​​
​​Linda V. Schreiner​​​​16,167​​​​​*​​​​​—​​​​​*​​​
​​Thomas G. Snead, Jr.(3)​​​​45,928​​​​​*​​​​​—​​​​​*​​​
​​Ronald L. Tillett(4)​​​​36,830​​​​​*​​​​​—​​​​​*​​​
​​Keith L. Wampler(5)​​​​35,614​​​​​*​​​​​—​​​​​*​​​
​​F. Blair Wimbush(6)​​​​11,016​​​​​*​​​​​—​​​​​*​​​
​​
NEOs:
​​​​​​​​​​​​​​​​​​​​​​​​​​
​​John C. Asbury(7)​​​​197,164​​​​​*​​​​​—​​​​​*​​​
​​Robert M. Gorman(8)​​​​65,178​​​​​*​​​​​—​​​​​*​​​
​​Maria P. Tedesco(9)​​​​53,144​​​​​*​​​​​800​​​​​*​​​
​​David V. Ring(10)​​​​26,795​​​​​*​​​​​—​​​​​*​​​
​​Shawn E. O’Brien(11)​​​​13,426​​​​​*​​​​​—​​​​​*​​​
​​M. Dean Brown​​​​32,178​​​​​*​​​​​—​​​​​*​​​
​​All Directors and Executive
Officers as a Group (19 persons)		​​​​656,188​​​​​*​​​​​800​​​​​*​​​
​
*

Represents less than 1% of the Company’sour common stock.stock or depositary shares, as applicable.
​
(1)

Includes 6,53719,552 shares of phantom stock allocated to Mr. Corbin’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. Includes 13,072 share of common stock held indirectly by Mr. Corbin as Trustee of a trust.​
​
(2)

Includes 6,726 shares of common stock registered in the name of Mr. Fisher’s spouse.
​

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(3)
Includes 128,501 shares of common stock held jointly by Mr. Hansen and his spouse and 742 shares of common stock held by Mr. Hansen’s spouse.
​
(4)
Includes 201 shares of common stock registered in the name of Mr. McCann’s spouse.
​
(5)
(3)
Includes 37,322 shares of common stock held indirectly by Mr. Snead as Trustee and settlor of a trust.
​
(6)

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(4)
Includes 6,3347,035 shares of phantom stock allocated to Mr. Tillett’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company.
​
(7)
(5)
Includes 10,71322,301 shares of phantom stock allocated to Mr. Wampler’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company.
​
(8)
(6)
Includes 3,4215,448 shares of phantom stock allocated to Mr. Wimbush’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company.
​
(9)
(7)
Includes 28,49730,020 shares of restricted stock over which Mr. Asbury has no investment power until such shares vest.
​
(10)
(8)
Includes 10,23813,093 shares of restricted stock over which Mr. Gorman has no investment power until such shares vest.
​
(11)
(9)
Includes 21,38121,923 shares of restricted stock over which Ms. Tedesco has no investment power until such shares vest. In addition to the shares of common stock reported in the table, as of March 9, 2022, Ms. Tedesco also held 800 Depositary Shares. No other executive officer or director owns Depositary Shares.
​
(12)
(10)
Includes 6,7549,554 shares of restricted stock over which Mr. Ring has no investment power until such shares vest.
​
(13)
(11)
Includes 6,5546,719 shares of restricted stock over which Mr. BrownO’Brien has no investment power until such shares vest.
​
(14)
5% Shareholders
Includes 10,598 shares of common stock (including shares of restricted stock over which they have no investment power until such shares vest) held by David G. Bilko, Susan E. Pfautz and Shawn E. O’Brien.
​​​​​Common Stock​​
​​Name and Address of Beneficial Owner​​Amount and Nature of
Beneficial Ownership		​​Percent of Class​​
​​
The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355
​​��​8,193,627​​​​​10.92%​​​
​​
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
​​​​5,527,994​​​​​7.37%​​​
​​
Dimensional Fund Advisors LP(3)
6300 Bee Cave Road
Building One
Austin, TX 78746
​​​​5,213,011​​​​​6.95%​​​
​
(15)
(1)
ThisBased solely on information as of January 31,December 30, 2022 is based solely oncontained in Amendment No. 56 to Schedule 13G filed with the SEC on February 10, 2022,9, 2023, which reported that The Vanguard Group had sole voting power over 0 shares, and sole dispositive power over 7,474,6038,064,213 shares, and shared voting power over 67,45356,547 shares and shared dispositive power over 135,309129,414 shares.
​
(16)
(2)
ThisBased solely on information as of December 31, 2021 is based solely on2022 contained in Amendment No. 23 to Schedule 13G filed with the SEC on February 1, 2022,January 31, 2023, which reported sole voting power over 5,317,7455,359,548 shares and sole dispositive power over 5,471,8195,527,994 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 Advisors, 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 BlackRock Fund Managers Ltd.
​
(17)
(3)
ThisBased solely on information as of December 31, 2021 is based solely on30, 2022 contained in Amendment No. 78 to Schedule 13G filed with the SEC on February 8, 2022,10, 2023, which reported sole voting power over 4,504,8245,127,062 shares and sole dispositive power over 4,602,1125,213,011 shares. Dimensional Fund Advisors LP, (“Dimensional”) is a registered investment adviser, furnishes investment advice to four registered investment companies, and 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 the securities of the Company that are owned by the Funds, and may be deemed to havebe the beneficial ownershipowner of thesethe shares which areof the Company held by certain funds, investment companies, trusts and accounts for which Dimensional or its subsidiaries serves as investment advisor, sub-advisor and/or manager.the Funds. However, all securities reported in the table are owned by the Funds. Dimensional disclaims beneficial ownership of all such shares.
​
(18)
This information as of December 31, 2021is based solely on Amendment No. 2 to Schedule 13G filed with the SEC on February 14, 2022, which reported that Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP had shared voting power over 3,127,165 shares and shared dispositive power over 3,850,499 shares.securities.
​


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COMPENSATION DISCUSSION AND ANALYSIS
Introduction
​
During 2021 the Company’s leadership team continuedNamed Executive Officers
Our named executive officers, referred to operate under a soundness, profitabilityas our NEOs, are identified below and growth model in an effort to continue to deliver top-tierinclude our principal executive officer, principal financial performance for its shareholders. The team demonstrated the strength and commitment needed to manage through the ongoing separate and distinct challenges of the continuing COVID-19 pandemic and a near zero short term interest rate environment. In addition, many roles continued to operate remotelyofficer, our three other most highly compensated executive officers who were serving as the Company’s corporate offices remained closed throughout the entire year to ensure the safety and well-being of both the Company’s teammates and customers. With personal safetyexecutive officers at the topend of minds,2022, and 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 saw an increase in the useend of its digital channels and continued to work on new projects and upgrades to improve the customer experience.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
The Company’sOur executive compensation programs are designed to attract, retain, pay for performance and motivate theour leadership team, even during times of uncertainty, and include a mix of fixed and variable compensation with both short- and long-term incentives used to drive our sustained growth and profitability of the Company.profitability. This section of the proxy statement provides an overview and explanation of the material information relevant to understanding the objectives, policies, and philosophy underlying the Company’sour executive compensation programs, focusing on the named executive officers (also referred to as NEOs).
For purposes of this Compensation Discussion and Analysis, the current NEOs are as follows:
•
John C. Asbury, President and CEO of the Company and CEO of Atlantic Union Bank
​
•
Robert M. Gorman, Executive Vice President and Chief Financial Officer of the Company (“CFO”)
​
•
Maria P. Tedesco, Executive Vice President of the Company and President and Chief Operating Officer 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 Enterprise Operations of Atlantic Union Bank (“CIO”)
​our NEOs.
In this Compensation Discussion and Analysis, the Company’sterms “executive” or “executive officer” means our executive officers,leadership, including but not limited to, the NEOs are sometimes referred to as the “Executive Group.” This section of the proxy statement informs shareholders about certain incentive compensation plans as well as components of compensation paid to theour NEOs. Following the Compensation Discussion and Analysis, the Company provideswe provide additional information relating to executive compensation in a series of tables, including important explanatory footnotes and narrative. The Summary Compensation Table is incorporated by reference into this Compensation Discussion and Analysis.narratives.
At the 2021 annual meeting of shareholders, 98% of the Company’s shares that were voted on the matter were voted for the approval, on an advisory basis, of the NEOs’ compensation, as described in the Company’s 2021 proxy statement. The Compensation Committee considered the result of the shareholder vote in determining executive compensation policies and decisions since the 2021 annual meeting of shareholders. The Compensation Committee viewed the vote as an expression of the shareholders’ overall satisfaction with the Company’s current executive compensation programs. Nonetheless, because market practice and the Company’s business needs continue to evolve, the Compensation Committee continually evaluates the compensation programs and makes changes when warranted.

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Executive Summary
The Company’sOur executive compensation programs are designed to linkpay for performance by linking the compensation that its Executive Group receivesour executive officers receive through the Company’sour various incentive plans to itsour financial performance. In making compensation decisions, the Compensation Committee considers marketthe practices and compensation levels of the Company’smarket, our performance and good governance practices. The Company’sOur goal is to ensure that itsour compensation programs are competitive in attracting, motivating, and retaining high level executive talent, are commensurate with itsour financial performance, and are generally aligned with the interests of itsour shareholders.
Each compensation element is generally targeted to the median of “market,” which is defined through the use of aapplicable market, as determined by the Compensation Committee based on select peer group and survey data the Compensation Committee deems comparable.data. The incentive programs are designed so that our superior financial performance shouldwill result in total compensation that is higher than the median of the Company’sour peers, while substandard financial performance shouldwill result in total compensation that is lower than the median of itsour peers. When setting goals and objectives under the various compensation programs, the Compensation Committee considers theour overall corporate strategy and how the goals enhance and support thethat strategy.
Over the last five years, the Company haswe have grown through a combination of organic growth and acquisitions from $8.4an institution with $9.3 billion in total assets to over $20more than $20.4 billion in total assets. During this time, the Companywe made significant investments in both people and infrastructure, and continuedwhile continuing to deliver solid

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financial results. Over this five-year period the Companywe delivered returns to itsour shareholders that are above the median of itsour compensation peer group. The Compensation Committee considers this level of peer performance, along with other factors, when determining incentive compensation awards.group as illustrated by the graph below.
[MISSING IMAGE: tm223516d1-bc_total4c.jpg][MISSING IMAGE: bc_totalreturn-4c.jpg]
The source data for the 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 the Company’sour Management Incentive Plan (“MIP”), the Company’swhich 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 illustratesincludes select business highlights, including the Company’sfour GAAP performance overmeasures most closely aligned to the past five-year period as reportedperformance measures used in accordance with generally accepted accounting principles, or GAAP. Adjustmentsour executive compensation program. The Committee may consider certain adjustments to these reported figures are considered by the Committeeperformance measures when determining incentive compensation awards based onunder the nature of the items and whether or not the inclusion or exclusion is in the best interests of the Company and its shareholders.MIP. Such adjustments for 20212022 are discussed in the Short-Termsection entitled “Short-Term Incentive Compensation sectionCompensation” 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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​​​2017​​2018​​2019​​2020​​2021​
Total Assets​​​$9.32B​​​​$13.77B​​​​$17.56B​​​​$19.63B​​​​$20.06B​​
Net Income​​​$72.92M​​​​$146.25M​​​​$193.53M​​​​$158.23M​​​​$263.92M​​
ROA​​​​0.83%​​​​​1.11%​​​​​1.15%​​​​​0.83%​​​​​1.32%​​
ROTCE​​​​10.75%​​​​​14.40%​​​​​14.26%​​​​​11.18%​​​​​16.72%​​
Efficiency Ratio​​​​66.09%​​​​​63.62%​​​​​62.37%​​​​​60.19%​​​​​61.91%​​
Dividends Paid​​​$0.81​​​​$0.88​​​​$0.96​​​​$1.00​​​​$1.09​​
compensation-related expenses. While some roles continued to operate remotely, our corporate offices were re-opened for in-person and hybrid work in April 2022. Our executive officers demonstrated great resiliency during a year of change both internally and externally.
Below are some additional highlights of the Company’s2022 performance for 2021highlights in support of itsour strategic plan, as well as in reactionplan:
•
In recognition of our commitment to the pandemicproviding enhanced products and other challenges:
•
Received the number one rankingservices 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 2021 Retail Banking Satisfaction StudySM. The bank finished with the highest overall customer satisfaction score for 2021 in Mid-Atlantic with 854 out of 1000 points. The average score across banks operating in the region was 814 according to J.D. Power.top 50 on Forbes’ 2022 America’s Best Banks list.
​
•

Processed more than 5,000 loans in the second roundWe were named a 2023 Top Workplaces USA award winner—touted by Energage to be one of the Small Business Administration’s Paycheck Protection Program (“PPP”) representing approximately $500 million in additional small business funding.nation’s most credible employer recognition programs.
​
•

CompletedWe expanded our asset-based lending team through a new specialty finance division, branded Atlantic Union Business Credit, to help working capital intensive companies meet their financing needs.
​
•
We completed the consolidation of five16 branches and the closure of our operations center in February 2021.Ruther Glen, Virginia during March 2022.
​
•

Rebranded Middleburg Financial to Atlantic Union Bank Wealth Management to better leverage the bank brand, and to provide a seamless and integrated customer experience between the bank and its wealth management services.
​
•
Executed on the issuance of $250We repurchased approximately $48.2 million of 2.875% fixed-to-floating rate subordinated debt withour common stock from December 2021 to December 2022, pursuant to the net proceeds from the offering used in partBoard’s December 2021 authorization to repay our outstanding $150repurchase up to $100 million of 5.00% fixed-to-floating rate subordinated notes due in 2026 that were redeemable beginning on December 15, 2021 and the remainder to be used for general corporate purposes.
​
•
The Board authorized the repurchase of up to $125 million worth of the Company’s common stock through June 30, 2022, which authority was fully utilized as of August 2021, and in December 2021 authorized the repurchase of an additional $100 million worth of the Company’sour common stock through December 9, 2022.
​
In addition,•
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 Clare Miller, Chief Human Resources Officer; Sherry Williams, Chief Risk Officer; and Mitch York, Chief Investment Officer and Managing Director of the Wealth Management division.
​
Key 2022 Compensation Highlights
The following are some of our key 2022 compensation highlights:
•
We adjusted NEO base salaries to maintain competitiveness with the keymarket median of our compensation highlights for 2021 in support of the Company’s leadershippeer group as well as to reflect individual performance, skills, and performance:
•
No base salary adjustments were made to any of the NEOs, andexperience. We also adjusted other elements of variable compensation, were adjusted where needed, to more closely align total compensation with the market median.
​
•

PaymentsWe made payments under the MIP the Company’s short-term incentive compensation plan, were made to theour NEOs ranging from 53%54% to 129%113% of the recipient NEO’s base salary. These payouts reflected a weighted average achievement of 108%110% of theour selected corporate performance targets for all corporate goals, which were comprised of goals relating to measures—net operating earnings, operating ROA, operating ROTCE, and operating efficiency ratio.
​
•

EquityWe granted equity awards were madeto our NEOs in the form of time-based restricted stock and performance share units (“PSUs”) under the Company’s long-term incentive program.
​
•
Previously granted performance share units with a three-year performance period ended December 31, 2020 vested in 2021 at a percentage of 144% as the Company’s TSR ranked at the 72nd percentile of the TSR of the banks comprising the KBW Regional Banking Index at the end of the period.our Long-Term Incentive Program.
​
These actions are in addition tobolstered by the other best practices embedded in the Company’sour executive compensation programs designed to ensure that the Compensation Committee maintains effective governance and oversight of the programs. The chart below illustrates the Company’sOur compensation governance model defines the enterprise-wide approach for the cross-functional management of incentive compensation programs to ensure proper risk oversight, process and itscontrols. The model follows a continual processes.process consisting of four key areas, as follows:
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[MISSING IMAGE: tm223516d1-fc_alignment4c.jpg]Pay Practices
In addition to the above, the tableOur Compensation Committee has implemented certain pay practices, as described below, summarizes what the Company does and does not do with respect to its compensation governance practices and demonstrates that the Company’s practices are designed to encourage actions that are inreinforce our principles, support risk management and align with the long-term interests of itsour shareholders.​
​What We Do​What the Company Does​​​
​
[MISSING IMAGE: bx_payperform-4c.jpg]
​​A meaningful portion of executive compensation is linked to key metrics of our financial performance.​
​
Pay for Performance[MISSING IMAGE: bx_emphlongterm-4c.jpg]
•
The Company bases its annual incentive compensation programs on
​​Our time-based restricted stock and PSU awards vest over a three-year period, subject to the achievement of key performance measures that are tied directly to the business strategy and shareholder value.
​
•
Performance share units deliver value to executives according to pre-determined financial metrics, to the extentpre-established performance goals are achieved.for the PSUs.
​
​
[MISSING IMAGE: bx_stockownership-4c.jpg]
​​Our stock ownership policy aligns the interests of our executive officers with the interests of our shareholders.​
​
[MISSING IMAGE: bx_clawback-4c.jpg]
​​Our Board has adopted a policy requiring the recoupment of incentive compensation in the event of certain financial restatements.​
​
[MISSING IMAGE: bx_annualrisk-4c.jpg]
​​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-year time horizon.
​[MISSING IMAGE: bx_nohedging-4c.jpg]
​​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.
​[MISSING IMAGE: bx_noexcise-4c.jpg]
​​We do not allow for excise tax gross-ups under employment agreements or other severance plans.​
​​
Clawbacks
•
The Compensation Clawback Policy generally requires the recoupment of any excess incentive compensation paid to the NEOs, other executive officers or other recipients of incentive-based compensation if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws.
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​​

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​​
Risk Management
•
The Company’s compensation plans are evaluated annually by the Company’s risk management group as partCash severance payments in connection with a change in control require a qualifying termination 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.
​
​employment.​
​​
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.
​[MISSING IMAGE: bx_limiteduse-4c.jpg]
​​
​​
Obtain Advice from Independent Advisor
•
The Compensation Committee uses the services of an independent compensation consultant.
​
​​
​​What the Company Does Not Do​​
​​
No Hedging or Pledging of Company Stock
•
In accordance with its Policy Statement on Insider Trading (the “Insider Trading Policy”), the Company prohibits all directors and employees from entering into any transaction designed to hedge or offset any change in the market value of Company stock (including short sales, puts, calls, swaps or other derivatives, and all other similar transactions).
​
•
In addition, the Insider Trading Policy discourages all employees and prohibits “Section 16 Insiders” and “Covered Persons” ​(as designated in the Insider Trading Policy) from holding Company stock in a brokerage margin account or pledging Company stock as collateral for a loan.
​
​​
​​
No Extensive Use of Employment Agreements
•
The Company limitsWe limit the use of executive employment agreements to theour CEO, President and COO, and CFO. All other executives are covered under the Company’sour Executive Severance Plan.
​
​​
​​
No Golden Parachute Tax Gross-ups
•
The Company does not allow for tax gross-ups under employment agreements or other severance plans.
​[MISSING IMAGE: bx_nodividend-4c.jpg]
​​
​​
No “Single Trigger” Events
•
Vesting connected with a change in control requires a qualifying termination of employment if the acquirer assumes outstanding equity awards.
​
​​
​​
No Multi-Year Compensation Guarantees
•
No agreement or other plan of the Company provides for any multi-year compensation guarantees.
​
​​
​​
No Unearned Dividends Paid on Performance Based Awards
•
The Company doesWe 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 toOur executive compensation philosophy is to provide competitive, market-based total compensation programs that are aligned with the Company’sour short- and long- termlong-term business strategies, tied to Companyour performance, and supportive ofaligned with the interests of itsour shareholders.
Within this framework, the Company observeswe observe the following principles:
•
Pay for performance:   To reflect We use performance-based cash and equity incentive programs to create a balance between fixed and at-risk compensation, performance- based cash incentive programs are used for executives.compensation. Payouts under these programs vary withdepending upon performance against both our annual Company goalscorporate performance measures and individual objectives. Members of the Executive Group are rewarded for achievingindividual/divisional performance measures, as applicable. We incentivize our executive officers to achieve targeted performance against the Company’sour operational and financial goals, as well as individual growth objectives, and are provided with an incentive to achieveby tying greater financial results forto greater financial rewards.
​
•
Reward long-term growth and profitability:   To provide rewards that We use equity-based compensation with vesting periods of generally no less than three years to encourage retention, promote performance and increase theour executive officer’s level of at-risk compensation, members of the Executive Group are granted equity-based awards with vesting periods generally no less than three years.compensation. These awards are designed to rewardmotivate the execution and achievement of long-term results.
​
•
Align compensation with shareholder interests:   Thevalue creation: We use equity-based compensation to align the financial interests and objectives of the Company’s Executive Group are generally alignedour executive officers with those of its shareholders through the risksour shareholders. Our long-term incentive goals and rewards of the ownership of the Company’s common stock.payouts are designed so that target and above-target compensation levels are paid only when our relative market performance indicates that shareholder value has been created.
​
•
Attract and retain highly qualified executives:   Members of the Executive Group have We offer our executive officers base salaries that are marketdesigned to be competitive with the Company’sour identified industry peer group and permit the Company to hireallow us to attract and retain high quality individuals at all levels. Severalhigh-performing individuals. Also, several of our compensation programs include the use of long-term equity compensation to encourage retention. The Company recognizesWe recognize that by attracting and retaining high qualityhigh-performing executives, itsour customers and shareholders will benefit from their expertise, highsuperior performance, and service longevity.
​
•
Ensure proper governance practices:   Policies We have designed our executive compensation policies and procedures around executive compensation programs are designed to prevent or mitigate excessive risk-taking by, among other things, balancing short- and long- term rewards. Alllong-term compensation. Our performance-based plans maintainalso contain both threshold and maximum payout levels, of payout as well as clawback provisions. Program flexibility is also providedWe generally seek to respond to the changing dynamics within the banking industry. Eachtarget each compensation element is generally targeted to the median of the market, which is defined through the use of a selectour identified peer group and survey data the Compensation Committee deems comparable. Theto ensure compensation levels are appropriate. Finally, our compensation programs and review process are designedallow us to allow for adjustmentsaccount for individual variances in experience, skills, and contributions.
​
2022 Shareholder Response
We held an advisory vote on NEO compensation at our 2022 annual meeting of shareholders. Excluding abstentions and broker nonvotes, approximately 99% of the votes were in support of our executive compensation program. The Compensation Committee considered the result of this advisory vote when evaluating and establishing our executive compensation programs for 2022, and viewed the vote as an expression of our shareholders’ overall satisfaction with our current executive compensation programs. The Compensation Committee continually evaluates our compensation programs in light of market practice and our evolving business needs.
Role of the Compensation Committee
In accordance withThe Compensation Committee assists the Compensation Committee’s charter (which is on the Company’s website at https://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 nine times during 2021. The principal duties ofCharter, the Compensation Committee are to:is responsible for, among other things:
•

reviewEstablishing our overall executive compensation philosophy and recommend to the Board for approval thegoals and objectives of our compensation of the CEO. The CEO does not deliberate in regard to his own compensation and is not present during discussions concerning his compensation;plans;
​
•
provide continuous oversight of executive compensation plans

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•
Annually reviewing and ensure they adhere toapproving the Company’s overall total compensation philosophy, including an appropriate balance between risk and financial results;
​
•
review and ensure compliance with the compensation rules and regulations applicable to the Company under the Dodd-Frank Act, certain SEC disclosure rules and NASDAQ Stock Market rules and regulations;
​
•
approve the MIP corporate goals and objectives relevant to the Executive Groupour CEO’s compensation and, evaluate the Company’stogether with all other independent directors, evaluating our CEO’s performance and each executive’s performance against those goals and objectives;approving CEO compensation in light of such evaluation;
​
•

Annually reviewing and approving the compensation of all other executive officers;
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Administering our incentive and equity-based compensation plans, including designating executives to whom awards are granted, the amount of the award or grant and the terms and conditions of each award or grant;
•
​
recommend•
Reviewing and recommending to the Board the compensation components for each memberadoption, amendment, extension or termination of the Executive Group, taking into consideration the CEO’s compensation recommendations for them;any employment agreements, retirement benefits and severance arrangement or plans with our executive officers; and
​
•

reviewReviewing and recommendrecommending to the Board the appropriate levelform and typeamount non-employee director compensation.
​
Role of Leadership
The Compensation Committee calls upon our executive officers from time to time to support the Compensation Committee in the fulfillment of its duties. Our CEO provides recommendations related to a number of matters that are subject to the Compensation Committee’s review and approval, including the compensation for serviceof executive officers other than the CEO, the design of our incentive plans and the financial goals on which these incentive plans are generally based. In addition to reviewing market data as described below, the Compensation Committee considers the recommendations of other key executives, including the CEO, the CFO, and the Chief Human Resources Officer, in making decisions on compensation. The Compensation Committee retains discretion in determining whether to approve recommendations made by non-employee membersour executive officers.
Compensation Consultants
The Compensation Committee engages an independent compensation consultant to provide benchmarking market data and serve as an advisor, among other services. The independent compensation consultant serves at the request of, and reports directly to, the Compensation Committee. The Compensation Committee has the sole authority to engage the independent compensation consultant and approve their fees and the other terms of the Board and Board committees.engagement.
​
Compensation Consultants
During 2021,From November 2009 until August 2022, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), an to serve as its independent executive compensation consulting firm, to provide comprehensive consultingconsultant. Pearl Meyer did not perform any other services tofor the Company during its engagement. During 2022, Pearl Meyer advised the Compensation Committee including to:on matters related to 2022 executive compensation decisions, non-employee director compensation, and trends and market practices associated with incentive plan design.
•
In August 2022, the Compensation Committee ended its relationship with Pearl Meyer and retained the services of Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. In this role, Meridian advised the Compensation Committee on various executive and director compensation matters including:
provide•
providing peer benchmarking data with respect to executive compensation practices within our defined peer group;
​
•
providing information regarding base salary ranges and recommendations for the Executive Group;executive officers;
​
•

assistassisting in the development of compensation guidelines used during the executive hiring process;
​
•

reviewreviewing the Compensation Discussion and Analysis section of the proxy statement;
​
•

assistassisting in developingthe development of goals for theour short- and long-term incentive plans; and
​
•

update the Compensation Committee aboutproviding updates on regulatory matters and trends;trends.
​
•
assist with the development of 2021 executive compensation decisions; and
​
•
attend Compensation Committee meetings.
​
Pearl Meyer reports directly to the Compensation Committee andMeridian does not provideperform any other services tofor the Company.
The Compensation Committee analyzed whetherconsidered the workindependence of both Pearl Meyer raised any conflictsand Meridian in light of interest, taking into considerationapplicable SEC rules and listing exchange standards. In so doing, the Compensation Committee

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considered the following factors, among others: (i) whether the provision ofconsultant provides other services to the Company by Pearl Meyer;us; (ii) the amount of fees the Companywe paid to Pearl Meyerthe consultant as a percentage of Pearl Meyer’sthe consultant’s total revenues;revenue; (iii) Pearl Meyer’sthe consultant’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyerthe consultant or the individual compensation advisors employed by Pearl Meyerthe consultant with any of our executive officer of the Company;officers; (v) any business or personal relationship of the individual compensation advisors employed by the consultant with any member of the Compensation Committee; and (vi) any stock ofwhether the Company owned by Pearl Meyerconsultant or the individual compensation advisors employed by Pearl Meyer.the consultant owned any of our stock. The Compensation Committee determined, based on its analysis of the above factors, among others, that the work of both Pearl Meyer and Meridian and the individual compensation advisors employed by both Pearl Meyer as compensation consultants to the Company haveand Meridian did not createdraise any conflicts of interest.
Compensation Benchmarking and Decisions
The Company conducts annually a benchmarking and peer group exercise withEach year, the Compensation Committee, and with the assistance of Pearl Meyer. In October 2020, Pearl Meyer presentedits independent compensation consultant, reviews the compensation of our peers in order to assess the competitiveness of our compensation arrangements with our NEOs. The Compensation Committee uses this information as a reviewbenchmarking reference to ascertain whether we have competitive compensation levels with other comparable institutions, in setting compensation target levels, and in deciding whether to make any changes in base salary, annual cash incentive awards and long-term equity awards, among other things.
The Compensation Committee, with the advice of its independent compensation consultant, also reviews the Company’scomposition of its peer group that utilized asannually. In selecting our peer group for 2022, the primary criteria for inclusionCompensation Committee began by including publicly traded U.S. banks with assets as(as of the end of the second quarter of 20202021) ranging from approximately 50% to 200% of the Company’sour asset size. The Compensation Committee then considered the “compatibility” and “comparability” of each company when selecting the 2021 peer group. The Compensation Committee reviewed,by reviewing, among other things, each peer company’s asset size, earnings, geographical location, organizational structure and governance, number of employees, number of branch offices, and service offerings.
Following selection and approval by Taking these criteria into consideration, the Compensation Committee approved a group of the peer group,23 peers, listed below, among which the Company wasis positioned near the median of the group in terms of asset size. As a result, during 2021, the Compensation Committee compared the principal elements of total direct compensation against the peers listed below:
​BancorpSouth Bank​
2022 Peer Group(1)
​​Sandy Spring Bancorp, Inc.​
​​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​
​FirstWSFS Financial Bancorp.Corporation​​South State Corporation​
​First Midwest​Great Western Bancorp, Inc.​​Sterling BancorpSouthState Corporation​
​F.N.B. Corporation​​TowneBank​

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​Fulton Financial Corporation​​Trustmark Corporation​
​Great Western Bancorp, Inc.​​UMB Financial Corporation​
​Hancock Whitney Corporation​​United Bankshares, Inc.​
​Heartland Financial USA, Inc.​​United Community Banks, Inc.​
​Home BancShares, Inc.​​Webster Financial Corporation​
​Old National Bancorp​​WesBanco, Inc.​
​Pinnacle Financial Partners, Inc.​​WSFS Financial Corporation​
​Renasant Corporation​​​​
​
(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 fromits independent compensation consultant, including the following:
•

Pearl Meyer, 20202021 National Banking Compensation Survey;
​
•

McLagan, 20202021 Regional and Community Banking Compensation Survey;
​
•

Kenexa, 20202021 CompAnalyst Market Database;
​
•

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’sOur risk management group annually evaluates the Company’sour compensation programs as part of itsour enterprise risk management review. The evaluations include,This evaluation includes, but areis not limited to, thea review of our performance metrics, approval mechanisms and related characteristics of selected Companyour incentive compensation policies and programs. The goal of the review is to determine whether any of these policies orour compensation programs could create risks that may have a material adverse effect on the Company. To date, these reviews have found thethat our compensation programs do not present unduesuch a risk for the Company. The Compensation Committee considers the results of these reviews and also regularly reviews theour incentive compensation arrangements to ensure that such arrangements do not encourage the NEOs to take unnecessary or excessive risks that would have a material adverse effect on the Company.
Elements of Compensation
Annually, theThe Compensation Committee annually evaluates the three principal compensation elements ofused in our executive compensation. For 2021, thecompensation program to help us attract and retain high-performing executives. Our principal components of compensation for members of the Executive Group were:
Base Salary:   Paid to recognize the day-to-day dutieselements and responsibilities of members of the Executive Group.
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.

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​​Element​​Objective​​
​​Base Salary​​Designed to provide income stability that is competitive with organizations of comparable size and structure, which allows our executives to focus on the execution of our strategic goals and their day-to-day duties and responsibilities​​
​​Short-Term Incentives (Cash)​​Designed to encourage, recognize and reward achievement of annual corporate financial goals and individual performance objectives that help drive shareholder value creation​​
​​Long-Term Incentives (Equity)​​Designed to motivate executives towards shareholder value creation by aligning executive and shareholder interests, and to retain talented executives.​​
Incentive or variable compensation forawarded to an individual executive mayshould generally become a larger percentage of the executive’s total direct compensation when he or she assumes more significant responsibilities and has a significantgreater impact on the financial or operational success of the Company. The table below reflects thisAccordingly, the Compensation Committee decided to include a larger percentage of variableincentive compensation in the CEO’s target and actual total compensation mix for 2021.2022, as reflected in the table below.
[MISSING IMAGE: tm223516d1_pc-ceobw.jpg][MISSING IMAGE: pc_ceo-bw.jpg]
Generally, the Compensation Committee targets NEO base salary compensation levels and the various percentages used to calculate short- and long-term incentive opportunitiescompensation opportunity percentages at the median of the selected peer group market data. For 2021, targeted2022, target executive compensation levels were considered in-line with the respective market benchmarks for all components.benchmarks.
Targeted Compensation Levels Relative to Peer Group

Element​​
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Percent of
Median
​
Base Salaries​​​​97%​​
Target Total Cash Compensation​​​​97%​​
Target Total Direct Compensation​​​​96%​​
The elements of compensation are described in detailfurther below and are also detailed in the Summary Compensation Table as well as inand the other tables following this Compensation Discussion and Analysis.
Base Salary
In early 2021,2022, the Compensation Committee recommended and the Board approved on February 23, 2021 that no base salaries adjustments be made for the NEOs. As a result, the NEOincreased base salaries for 2021 remainedcertain NEOs, which were approved by the sameBoard on February 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 2020:effect at year-end 2022 were as follows:
Name​​
2021
Base Salary
​
John C. Asbury​​​$832,000​​
Robert M. Gorman​​​$424,634​​
Maria P. Tedesco​​​$489,060​​
David V. Ring​​​$393,382​​
M. Dean Brown​​​$369,910​​
​​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%​​​

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Short-Term Incentive Compensation
The MIP, orAs discussed, the Management Incentive Plan, or “MIP,” is the Company’sour short-term incentive compensation plan. Theplan, which is administered by the Compensation Committee with input from our CEO. Under the MIP, is an annual plan that beginsthe Compensation Committee determines each January 1,executive’s target incentive award at the first daybeginning of the Company’s fiscal year.
•
year, which is expressed as a percentage of each executive’s base salary. The Compensation Committee administersalso 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 each selected corporate performance measure. Under the terms of the MIP, and has final authority with respect to all matters or disputes relating to the plan.
​
•
Award payoutscash payments may range from 0% to 150% of each executive’s target incentive award. If an executive’s target opportunityemployment is terminated before payment is made under the MIP 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 MIP, the Compensation Committee has the discretion to withhold or adjust any incentive award as 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 the Compensation Committee considers it imprudent to pay awards under the MIP based on achieving certain levels(i) any regulatory agency issuing a formal enforcement action, memorandum of performance.
​
understanding or other negative directive action; or (ii) our credit quality. Payouts under the MIP are also subject to the terms of the Company’sour Compensation Clawback Policy, as well as any similar provisions of applicable law or regulation.
In addition, unless the Compensation Committee determines otherwise, no awards will be paid under the MIP, regardless of performance against the specified 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, or (2) after a review of the Company’s credit quality measures the Compensation Committee considers it imprudent to pay awards under the MIP.

Taking into consideration the recommendations of Pearl Meyer and the CEO’s recommendations for the other NEOs, the Compensation Committee assigns
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For 2022, each NEO anNEO’s target incentive award target as a percentage of year end base salary. The Compensation Committee also assigns each NEO aand weighting between the corporate and individual/​divisional goals.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 Performance Measures
Based on the Compensation Committee’s November 2020 executive compensation review, the Compensation Committee recommended to the Board for approval changes to the short-term incentive target opportunities forFor our NEOs, other than Messrs. Asbury, Gorman and Ring and Ms. Tedesco. These changes were made to better align the target cash compensation opportunity for these positions to that of the market median of the peer group. Listed below are each NEO’s targeted percentages and weightings for the 2021 MIP:
Name​​
Target as a
Percentage of
Base Salary
​​
Corporate Goal
Weighting
​​
Individual/
Divisional Goal
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%​​
M. Dean Brown​​​​45%​​​​​60%​​​​​40%​​
Corporate Goals
For most NEOs,O’Brien, the largest portion of the MIP payouts is based ontarget incentive award was tied to our achievement of corporate performance measures. Messrs. Ring and O’Brien are responsible for two of our most significant lines of business and therefore have more of their target incentive award tied to individual/divisional performance measures. The Compensation Committee reviewed and approved the 20212022 corporate performance measures and weightings, of the MIP taking into consideration quantitative data and considering projected performance in light of events affecting the Companyus from an economic, regulatory and operational perspective.perspective in 2022. Target corporate performance iswas based on the 2021our 2022 corporate plan as originally approved by the Board. The original plan as approved by the Board in January 2021 did not take into consideration estimated financial impacts of the government stimulus items in the Consolidated Appropriations Act, 2021 (CAA) passed by Congress in December, 2020 and the American Rescue Plan (ARP) passed in March, 2021 including the impact of the second round of PPP, enhanced unemployment benefits and the distribution of additional government stimulus checks. As a result, in May 2021 the Board approved a revised plan taking into account all anticipated associated financial impacts for the remainder of the year.

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The corporateActual performance measures, based on the May 2021 revised plan, and their respective weightings as approved by the Compensation Committee for use in calculating incentive payouts under the MIP are outlined below (dollars in thousands):
Corporate Performance Measure​​Weighting​​Threshold​​Target​​Superior​
Net Operating Income​​​​25%​​​​$242,947​​​​$266,974​​​​$280,322​​
Operating Return on Assets​​​​20%​​​​​1.20%​​​​​1.31%​​​​​1.38%​​
Operating Return on Tangible Common Equity​​​​30%​​​​​14.97%​​​​​16.45%​​​​​17.32%​​
Operating Efficiency Ratio​​​​25%​​​​​57.41%​​​​​52.67%​​​​​50.00%​​
​​​​​100%​​​​​​​​​​​​​​​​​​​​
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 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 2021, Mr. Asbury’s individual objectives focused on the Company’s delivery of its strategic priorities with emphasis on internal process improvements, organic growth and improving the scalability of the company.
Mr. Gorman’s individual goals for 2021 were based on proactively recommending and leading initiatives addressed at achieving the Company’s overall financial goals. This included efforts to execute on the redemption of the Bank’s existing subordinated notes and replacing it with a new subordinated debt issue. In addition, his goals included leading the coordinated process to aggressively reduce deposit rates and the deposit exception population. Mr. Gorman was also charged with adjusting the Company’s financial plans as a result of additional Covid-19 government stimulus programs. He also continued with the objective of providing leadership and execution of the multi-year bank-wide LIBOR transition program.
Ms. Tedesco’s individual goals for 2021 included executing on the strategic plan and initiatives and building out the Company’s business line capabilities and more enterprise approaches to collaboration on solutions. Her objectives also included continuing the Bank’s efforts to move from a one-size fits all to a segmented approach to serving client needs and expanded capabilities, and to building foundational capabilities to help scale for growth. She was also responsible for defining a Community Reinvestment Act program strategy. In addition, Ms. Tedesco was expected to help drive programs and initiatives to manage the operational and risk environment in the bank.
Mr. Ring’s individual goals for 2021 continued to include a focus on efficiency, improved scalability, standardized operating models and strong risk controls for the Wholesale Banking line of business. It was also expected that he remain focused on maintaining credit quality through the economic downturn and related pandemic issues by focusing on proactive work with clients, strong portfolio management, and troubled asset management. His objectives also included effectively driving performance in the second year of operations of the new Atlantic Union Equipment Finance Team. Mr. Ring was expected to build relations with third party associations, businesses, social groups and other organizations that would be beneficial to achieve the Bank’s mission and strategy.
Mr. Brown’s individual goals for 2021 included leading the organization through an aggressive schedule to implement and manage the systems, processes and people for round two of the PPP program. He was also tasked with moving the data center housed at the Bank’s Ruther Glen location to the Bank’s Innsbrook location to allow for efficiency and cost saves. In addition, his goals included delivering on core business needs by meeting service level agreements and quality commitments, and by managing and delivering aggressive business and project priorities.
Award Payouts
Payouts were made to the NEOs under the 2021 MIP based on their achievement of both corporate and individual goals. The Compensation Committee has discretion under the MIP to withhold or adjust

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any incentive compensation in its sole discretion as it deems appropriate; the Compensation Committee did not make any adjustments under the MIP for 2021.
The portion of payouts under the 2021 MIP that were based on performance against corporate measures were based on actual corporate results assessed againstbetween threshold, target and superior performance levels as described above. Payouts for performance between threshold and superior wereis calculated using straight line interpolation using a 10% payout for threshold performance, a 100% payout for target performance, and a 150% payout for superior performance.
The selected corporate performance measures for 2022, their respective weightings and their threshold, target and superior performance levels are outlined below (dollars in thousands):
​​
Corporate Performance Measure(1)
​​Weighting​​Threshold​​Target​​Superior​​
​​Net Operating Income​​​​25%​​​​$208,971​​​​$229,638​​​​$241,120​​​
​​Operating ROA​​​​20%​​​​​1.06%​​​​​1.16%​​​​​1.22%​​​
​​Operating ROTCE​​​​30%​​​​​13.40%​​​​​14.71%​​​​​15.40%​​​
​​Operating Efficiency Ratio​​​​25%​​​​​60.10%​​​​​55.11%​​​​​52.60%​​​
​​​​​​​100%​​​​​​​​​​​​​​​​​​​​​
​
(1)
For information regarding how the Compensation Committee defined these performance measures for 2022, see “—Incentive Awards Payouts” below.
​
Individual/Divisional Performance Measures
Each NEO has a portion of their incentive award tied to their individual performance. The CEO annually evaluates all other NEOs’ individual performance and in 2022, he used the following assessment model which considers seven key areas of focus. The CEO’s evaluation is then provided to the Compensation Committee to assist in determining incentive award payments. The Compensation Committee leads the annual CEO performance evaluation.

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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’sour performance against each corporate performance measure selected in 2022 and the resulting payout percentage (dollars in thousands):
Corporate Performance Measure​​Weighting​​Actual Results​​
Achievement
%
​​
Payout
%
​
Net Operating Income(1)​​​​25%​​​​$291,567​​​​Above Superior​​​​109%​​​​​150%​​
Operating Return on Assets(2)​​​​20%​​​​​1.46%​​​​Above Superior​​​​111%​​​​​150%​​
Operating Return on Tangible Common Equity(3)
​​​​30%​​​​​18.47%​​​​Above Superior​​​​112%​​​​​150%​​
Operating Efficiency Ratio(4)​​​​25%​​​​​54.26%​​​​Below Target​​​​97%​​​​​70%​​
​​​​​100%​​​​​​​​​​​​​​​​​​​​​130%​​
​​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 isexcludes from net income adjusted for the after-tax impactOREO gains, net of OREO valuation adjustments, gains on sale of securities, gains,gain on sale of Dixon, Hubard, Feinour & Brown, Inc., and branch and operations center closures, COVID-19 business continuity expenses, gainsclosing costs and losses related to balance sheet repositioning, insurance proceeds from bank-owned life insurance contracts, the acceleration of the unamortized discount on existing subordinated debt and the recovery on a previously charged off loan.severance.
​
(2)

The net income amounts utilized in operatingOperating ROA are adjusted for the same items as reflected in Footnote 1 above related tois calculated by dividing net operating income.income (defined above) by our average total assets.
​
(3)

The net income amounts utilized in operatingOperating ROTCE are adjusted for the same items as reflected in Footnote 1 above related tois calculated by dividing net operating income.income (defined above), as further adjusted to exclude preferred dividends and tax-effected amortization of intangible assets, by our average tangible common equity.
​
(4)

The noninterest expense utilized in the operatingOperating efficiency ratio is calculated by taking our adjusted fornon-interest expense and dividing it by our adjusted revenues. Adjusted noninterest expense excludes the amortization of intangible assets, loss related to balance sheet repositioning, COVID-19 business continuity expenses, branch and operations center closuresclosing costs and severance and OREO gains, net of valuation adjustments. TheAdjusted revenues exclude from noninterest income utilized in this calculation is adjusted for the accelerationgain on sale of the unamortized discount on existing subordinated debt, insurance proceeds from bank-owned life insurance contracts, securities gains and the recoverygain on a previously charged off loan.sale of Dixon, Hubard, Feinour & Brown, Inc.
​
With respect to individual/divisional goals, payouts under the 2021 MIP were based on performance against both qualitative and quantitative goals.

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The following table describes the respectivekey highlights of each NEO’s achievement against his or her individual/divisional goalsperformance in 2022, and the associated payout percentage of their incentive award under the MIP for 2021 and the payout percentage,2022, in each case as approved by the Compensation Committee with respect(but for Mr. Brown, who was not eligible to each NEO:receive payment of an incentive award under the MIP due to his departure from the Company on June 30, 2022):
​​Name​​Actual ResultsIndividual Performance
Key Highlights		​​Payout %​​
​​John C. Asbury​​Achieved excellent performance with the completion of the three-year strategic plan ending in 2022, and transitioned to a new three-year plan with defined business objectives and priorities. Continued to deliver ondemonstrate strong leadership capabilities by developing and attracting a first-rate executive team through both transitions in and out of the organization’s strategic planorganization during 2022. Achieved numerous individual honors and to drive strong corporate results duringrecognition, and through participation in significant banking industry, public and private sector opportunities, has strengthened the second year of uncertaintiesBank’s relationships and disruption from the global pandemic. Drove the continued investment in organic growth initiatives, and intensified the focus on other strategic opportunities. Demonstrated the willingness to take aggressive cost cutting actions to improve bottom-line performance. Kept strong interactions with key stakeholders including internal and external customers, analysts, industry and community leaders.reputation across our footprint.​​125%​​
​​Robert M. Gorman​​Led the recommendation onprocess to develop our next three-year strategic plan, and closed out the approvalprior plan which was successfully accomplished despite the unexpected challenges of two share repurchase programs in 2021, one for $125 millionthe pandemic. Initiated and led the sale of shares that wasDixon, 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 other liquidity/​collateral management activities. Successfully positioned us to be fully utilized astransitioned from LIBOR by the regulatory deadline of SeptemberJune 30, 2021;2023. Completed the full implementation of the Axiom Reporting and anotherPlanning System, a new consolidation, reporting, and budgeting system.​​125%​​
​​Maria P. Tedesco​​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 lead the efforts to transform the business and “modernize” the Bank in many different areas, including organizational design, leadership, brand, customer experience, operations, technology and governance.​​125%​​


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​​Name​​Actual ResultsIndividual Performance
Key Highlights		​​Payout %​​
​​​approved in December 2021 for up to $100 million of shares. Successfully executed the redemption of the Bank’s existing $150 million of 5% fixed to floating rate subordinated debt and replaced it with a $250 million of new 2.875% fixed to floating rate subordinated debt. Fully executed a new $100 million BOLI investment in 2nd quarter 2021. Developed a revised strategic roadmap to support the lower interest rate environment, adding an increased focus on potential financial technology partnership investments. Aggressively executed several balance sheet restructuring positions, and maintained a higher performing investment portfolio with above average returns and peer rankings.David V. Ring​​​​
Maria P. Tedesco​​ProvidedUnder 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 respectour geographic and risk appetite, approximately 40% of the wholesale clients acquired in 2022 were new to the implementation of a new customer relationship database, Delphi, which was the result of a collaborative solution across all lines of business and operations teams. Oversaw much of the digital transformation across the bank, with dramatic enhancements across all lines including Consumer, Wholesale, Wealth and Home Loans. Through the successful execution of the banks PPP program, led by Ms. Tedesco, over 55% of the new to bank PPP customers became primary bank clients with working operating accounts. Developed a CRA program strategy that included a goal setting process, automated reporting, and a coordinated effort with fair lending to collaborate under the umbrella of “responsible banking”.Bank.​​125%​​
David V. Ring​​Shawn E. O’Brien​​Under Mr. Ring’sO’Brien provided excellent leadership all wholesale banking teams exceeded both growth and credit quality goals. He led processes thatduring a year of continual transformation in his areas of responsibility, which ultimately resulted in significant client acquisition and penetration, and grewbringing all facets of the client base with no additional staff additions. Successfully recruited new team members to add foreign exchange and syndication capabilityBank closer to the Bank’s suitecustomer. 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 products. Mr. Ring actively drove many projectsthe year even when faced with record high vacancy rates and rapid wage inflation. He also led the effort to collect and analyze client information more timely,rationalize the branch network through the modificationconsolidation of roles and responsibilities across groups. Through his strong partnership with the credit teams, saw many improvements over the year16 branches in areas such as average weighted risk ratings, delinquencies, total non-performing loans, and non-accruals.March 2022.​​125%​
M. Dean Brown​​Under Mr. Brown’s leadership the overall results for the technology and operations areas were strong for the year, with highlights being the ability to maintain stability in the remote operations of the company and ensure cybersecurity without material incident. Played a critical role with respect to the second round of PPP with the development of the backend workflow for over 5,000 new loan originations and the automation of the forgiveness process for over 16,500 total loans. Established a process improvement team including methodology for reviews and reviewed over fifty bank-wide processes resulting in improvements and a pipeline for future efficiencies. Met or exceeded a majority of the service level agreements in both information technology and bank operations.​​100%​

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In early 2022,2023, the Compensation Committee and the Company’sour Board of Directors approved the following incentive award payouts to the NEOs under the MIP for 2021:2022 (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​​​$1,073,280​​​​​129%​​
Robert M. Gorman​​​$356,056​​​​​84%​​
Maria P. Tedesco​​​$441,621​​​​​90%​​
David V. Ring​​​$249,760​​​​​64%​​
M. Dean Brown​​​$196,422​​​​​53%​​
​​Name​​Incentive Award Payout​​% of Base Salary​​
​​John C. Asbury​​​$977,766​​​​​113%​​​
​​Robert M. Gorman​​​$324,369​​​​​73%​​​
​​Maria P. Tedesco​​​$479,689​​​​​79%​​​
​​David V. Ring​​​$243,425​​​​​60%​​​
​​Shawn E. O’Brien​​​$195,148​​​​​54%​​​
Long-Term Incentive Compensation
Long-termWe also use long-term incentive compensation is provided to members of the Executive Groupmotivate our executives to reward them for the executionexecute and achievement ofachieve long-term results and to generally align their interests with those of the Company’sour shareholders. The Compensation Committee approves long-term incentive compensation awards annually. The Compensation Committee does not time the approval of awards based on information, either positive or negative, about the Company that has not been publicly disseminated.
In making long-term incentive compensation determinations, the Compensation Committee considers the following:
•

the Company’sour performance relative to peers;
​
•

industry-specific survey results;
​

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•

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

the Company’sour earnings, growth, and risk management practices and results; and
​
•

in determining the type of award to be granted, the accounting and tax treatment of the type of award that may be granted, for both the Companyus and the recipient.
​
The CompanyWe also maintainsmaintain a stock ownership guidelinespolicy to support the objective of increasing the amount of Companyour common stock owned by NEOs and certain other members of managementour executive officers (including our NEOs), to align the financial interests of managementour executive officers with the general financial interests of our shareholders, and to seek to ensure that management hasour executive officers have a significant stake in the organization’sour long-term success.
Stock Incentive Plan
As of December 31,In 2021, the Company had outstanding equity awards to NEOs granted underour shareholders approved the Atlantic Union Bankshares Corporation Stock and Incentive Plan, (the “AUB SIP”).
At the Company’s Annual Meeting onas amended and restated May 4, 2021, which we refer to as the Company’s shareholders approved“AUB SIP”. Under the amended and restated AUB SIP. The AUB SIP, makeswe can grant up to 4,000,000 shares (an increase of 1,500,000 shares from the previously approved plan) of the Company’sour common stock available for granting stock awards in the form of stock options, restricted stock, restricted stock units, stock awards, performance share unitsPSUs and performance cash awards to our eligible employees and non-employee directors of the Company and its subsidiaries.directors. The Compensation Committee administers the AUB SIP and has discretion with respect to determining whether, when, and to whom such awards may be granted. The Compensation Committee also determines the terms and conditions for each such award, including any vesting schedule subject(subject to Board approval, in the case of NEOs to Board approval.NEOs). As of December 31, 2021,2022, there were 1,855,6011,556,274 shares remaining inunder the AUB SIP for specificfuture grants and awards.
20212022 Long-Term Incentive PlanProgram Awards
The Compensation Committee believes thatgrants a combination of time-based restricted stock and PSU awards in order to balance our executives’ long-term incentive compensation should be balanced between retention and performance incentives and therefore a combination of restricted stock awards and performance share units are used.awards. The Compensation Committee believes that this combination, coupled with

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meaningful stock ownership requirements, reduces the risk profile of the awards while ensuring that our executives are focused on shareholder value and theour long-term success and increasing shareholder value.
The 2022 Long-Term Incentive Program (“LTIP”) awards granted to our NEOs in February 2022 consisted of the Company.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 2021 Long-Term Incentive Plan (“LTIP”) had two components weighted as follows:time-based restricted stock awards will vest in equal annual installments over a three-year period, provided the executive remains employed through each vesting date, subject to certain exceptions.
•
40%Performance Share Units. The PSUs are only earned upon our achievement 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 first, second and third anniversaries of the date of the grant; and
​
•
60% of the executive’s target long-term incentive value was awarded asselected 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 Stock Market on the grant date approved by the Board.
Executives may earn the performance share unit portion of their awards by achieving certain metrics asmeasure established by the Compensation Committee over a three-year performance period. In 2021,period, provided the executive remains employed through the payment date (which is the date within sixty days following the end of the three-year performance period that the Compensation Committee determinedcertifies the performance results), subject to continuecertain exceptions.
In 2022, the Compensation Committee continued its past practice of using a measure ofour TSR, relative TSR versusto the TSR of banks comprising the KBW Regional Banking Index. VestingIndex, as the performance measure for the 2022 LTIP awards. At the time of their grant in February 2022, the PSU awards would vest at the end of the performance share unit awards can range fromperiod based on a threshold of 10% (for relative TSR equal toat the 25th percentile of the peer banks) topercentile), a target of 100% (for relative TSR equal toat the 50th percentile of the peer banks) topercentile), and a maximum of 200% (for relative TSR equal toat the 100th percentile). Vesting for performanceIn August 2022, the Compensation Committee recommended that the Board approve an amendment to our 2022 PSU awards to change the threshold payout level from 10% to 50%. 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 25th percentile of the peer banks wouldwill result in no vesting of the performance share unit2022 PSU awards.
In addition, in the case of performance share units, each award isall 2022 LTIP awards (time-based restricted stock and PSUs) are subject to clawback by the Companyus as may be required by applicable law, SEC or NASDAQ rule orlisting exchange rules and regulation or the Company’sour Compensation Clawback Policy. Pursuant to the Company’sUnder our Compensation Clawback Policy, if the Company iswe are required to prepare an accounting restatement due to the Company’sour material noncompliance with any financial reporting requirement under the securities laws, the Compensation Committee will require, to the extent appropriate, the surrender or repayment of a portion or all of the cash and/or shares received in payment of the performance share units. The Company hasPSU and time-based restricted stock awards. We reserve the right to modify futureother long-term incentive awards granted to an executive should repayment not occur.they fail to surrender or repay the PSU and/or time-based restricted stock awards in compliance with this provision.
2021For a description of the treatment of time-based restricted stock and PSU awards upon termination, see “Potential Payments Upon Termination or Change in Control—Equity Awards” below.
2022 Long-Term Incentive Plan AwardsProgram Awards. The table below shows the number of shares and units granted as time-based restricted stock and PSU awards under the 2022 LTIP to our NEOs in February 2022:
​​Name​​Time-Based Restricted Stock​​
Performance Share Units(1)
​​
​​John C. Asbury​​​​13,227​​​​​19,841​​​
​​Robert M. Gorman​​​​4,726​​​​​7,088​​​
​​Maria P. Tedesco​​​​7,107​​​​​10,661​​​
​​David V. Ring​​​​3,127​​​​​4,691​​​
​​Shawn E. O’Brien​​​​1,945​​​​​2,918​​​
​​M. Dean Brown​​​​2,940​​​​​4,411​​​
​
As part(1)
The amount provided represents payment of the 2021 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, 2021,15, 2023, the date the Compensation Committee approvedcertified the performance results, and recommended to the Board, which the Board then approved on February 23, 2021, awards of restricted stock and performance share units to the NEOs under the AUB SIP. The chart below shows the 2021 restricted stock and performance share unit awards:were as follows:
Name​​
Restricted
Stock
​​
Performance
Opportunity(1)
​
John C. Asbury​​​​11,958​​​​​17,938​​
Robert M. Gorman​​​​4,521​​​​​6,781​​
Maria P. Tedesco​​​​5,728​​​​​8,591​​
David V. Ring​​​​3,141​​​​​4,712​​
M. Dean Brown​​​​2,954​​​​​4,431​​
​​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​​​
​
(1)
The performance share opportunity is presented as the target number of performance share units.
​
Other Long-Term Incentive Plan Awards
In December 2021, upon the recommendation of the CEO, the Compensation Committee and the Company’s Board of Directors, approved a restricted stock award to Ms. Tedesco to both recognize her for her leadership and performance, and to incentivize her retention and commitment to her critical role. The award of 7,299 restricted shares was granted to Ms. Tedesco on December 9, 2021 and was issued under the AUB SIP and has a vesting period of two years.

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Executive Stock Ownership GuidelinesPolicy
The Company’sOur stock ownership guidelines, as originally adopted in 2013 and amended effective December 10, 2020, werepolicy was developed based on a review of competitive market practice for the purpose of enhancing the alignment of interests between key executivesexecutive and shareholders. Stockshareholder interests. Our stock ownership guideline levels for the NEOs arepolicy applies to our executive officers based upon their position as follows:
Participant​​Position​​Value of Shares Owned​​
​​Chief Executive Officer​​5x5× Base Salary​​
​​Bank President​​3x3× Base Salary​​
​​Chief Financial Officer​​3x3× Base Salary​​
​​Other Executive Officers​​1x1× Base Salary​​
The guidelines statestock ownership policy states that each executive should achieve the designated level of stock ownership within a five-year period. Under the guidelines,stock ownership policy, if the required stock ownership level is increased for an executive, there is an additional three-year period allowed byin which the executive canis 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 guidelinesnoted in our stock ownership policy, an executive officer must retain 50% of the pre-tax value of any new shares received as a result of vestingacquired through our incentive plans or exercise of awards grantedother equity compensation arrangements. Unexercised stock options and unearned PSUs are not counted toward an executive officer’s stock ownership level under the Company’s equity compensation plans.stock ownership policy.
Each executive officer’s stock ownership level is reviewed annually by the Company and theour Compensation Committee. As of the April 20212022 review, all currentof our NEOs were in compliance with their respective stock ownership levels or on targetwere within the initial five-year period to achieve their respective stock ownership levels by the expirationcompliance.
Employment Agreements
On January 14, 2022, we entered into an employment agreement with Ms. Tedesco, in connection with her appointment as Chief Operating Officer of the five-year period.
Executive Agreements
Prior toBank. Also on January 14, 2022, we entered into an amended and restated employment agreement with each of Mr. Asbury and Mr. Gorman were theto 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 our only two NEOs covered under individualwho 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 2021, upon the recommendation of management, the Compensation Committee recommended31, 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, for approval newand 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 in recognition of her critical roleprovide severance benefits in the organizationevent of certain involuntary terminations. In addition, we have entered into management continuity agreements with Mr. Asbury, Mr. Gorman and toMs. Tedesco that provide both her andcertain “double trigger” cash severance benefits in the Company with additional levelsevent of protection. At the same time, the Compensation Committee recommended to the Board for approval amended and restated agreements for Messrs. Asbury and Gorman given the lengtha qualifying termination following a change in control.
All of time that had lapsed since execution of their original agreements and the need to make necessary changes to comply with regulatory updates, as well as to ensure consistency in provisions across all executive agreements.
Messrs. Ring and Brown are participantsour other NEOs participate in the Atlantic Union Bankshares Corporation Executive Severance Plan as amended and restated effective November 18, 2021 (the “Executive Severance Plan”).
Employment and Change-in-Control Agreements
Messrs. Asbury and Gorman entered into their amended & restated employment and management continuity agreements on January 14, 2022. Ms. Tedesco entered into her new employment and management continuity agreements on January 14, 2022.
Employment Agreements.   The amended and restated employment agreements with Messrs. Asbury and Gorman and the employment agreement with Ms. Tedesco all have initial terms that end on December 31, 2022 and automatically renew annually for an additional calendar year following the expiration of the initial term unless the Company gives notice to the executive that the employment term will not be extended (collectively the “Employment Agreements”).
Pursuant to the Employment Agreements the executives’ base salary and any recommendations of the Compensation Committee with respect to such salary are reviewed annually by the Board. The executives are eligible to participate, which provides severance benefits in the Company’s short-termevent of certain involuntary terminations, including “double-trigger” 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 each executive’s employment without “Cause” ​(as definedseverance benefits in the Employment Agreements) with thirty days prior written notice to the executive. The executive also may

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voluntarily terminate his/her employment with the Company at any time for “Good Reason” ​(as defined in the Employment Agreements). In the event the Company terminates the executive’s employment without Cause or the executive voluntarily terminates his/her employment for Good Reason, the Company will generally be obligated to continue to provide the compensation and contribution toward benefits specified in the agreement, including base salary, for two years following the date of termination. In the event the Company fails to renew the executive’s employment for calendar years 2023 and thereafter, the Company’s obligation to the executive will consist of the compensation and benefits specified in the agreement for one year following the date of termination. Payment of such severance and other benefits 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.
In the event of a qualifying termination for “Cause” ​(as defined in the Employment Agreements), each executive is entitled to receive his/her accrued but unpaid base salary and any unreimbursed expenses he/she may have incurred before the date of termination.
If the executive dies while employed by the Company, the Company will pay his/her designated beneficiary or estate an amount equal to the executive’s then current base salary for a period of six months after death.
The Employment Agreements terminate in the event there isfollowing a change in controlcontrol.
For a more detailed description of the Company, at which time the Management Continuity Agreements, as detailed below, between the Company and each executive will become effective and any termination benefits will be determined and paid solely pursuant to the Management Continuity Agreement.
Management Continuity Agreements.   Under the amended and restated management continuity agreements with Messrs. Asbury and Gorman and the management continuity agreement with Ms. Tedesco (collectively the “Management Continuity Agreements”), which have the same term and renewal provisions as the Employment Agreements, the Company or its 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 Management Continuity Agreements). This protection period of two years was reduced from three years in the former management continuity agreements with Messrs. Asbury and Gorman. According to certain provisions, each executive will retain commensurate authority and responsibilities, compensation and benefits. He/she 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 the executive is terminated during the two years other than for “Cause” or “Disability” ​(as defined in the Management Continuity Agreement), or if the executive should terminate employment for “Good Reason” ​(as defined in the Management Continuity Agreement), each executive will be entitled to a lump sum payment, in cash, within 60 days after the date of termination equal to 2.00 times the sum of his/her then current base salary and his/her highest annual bonus paid or payable for the two most recently completed years, any of his/her pre-tax reductions or compensation deferrals for the most recently completed year, a lump sum payment of a prorated annual bonus for the year of termination; and a lump sum payment in the amount twenty-four (24) months of the Company’s monthly contribution pursuant to its current welfare benefit plan, or plans, in effect as of the date of termination. The Management Continuity Agreement for each executive provides for a cutback to the minimum payment and benefits such that the payments do not trigger an excise tax. Payment of such severance and other benefits 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 dies during the two years, the Company will pay his/her designated beneficiary or estate a lump sum payment in an amount equal to the executive’s then current base salary for a period of six months.
Executive Severance Plan
The Executive Severance Plan provides benefits to certain key or critical employees of the Company, including all of the Company’s NEOs, 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

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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 CEO, CFO and President as long as they continue 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 inapplicable to our NEOs, including a tiered structure. In November 2021, the Compensation Committee approved a change to the tiered structure to include all membersdescription of the Company’s Executive Leadership Team as “Tier 1 Executives”. Previously this Tier 1 had only includedvesting provisions for our time-based restricted stock and PSU awards, see the Company’s Section 16 officers and the Chief Audit Executive. All other eligible executivesdiscussion below under the plan are considered “Tier 2 Executives.”
Messrs. Brown and Ring are part of the “Tier 1 Executives” and the post-termination change in control benefits for this tier of executives under the plan consist of:
•
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.
​
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, if applicable, are set forth in the Potential“Potential Payments Upon Termination or Change in Control table.
Control.” In 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.

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Executive Perquisites and Other Benefits
The Company also providesWe provide limited perquisites to members of its Executive Group. our executive officers, as follows.
In accordance with the Company’sour vehicle policy, Messrs. Asbury, Ring and RingO’Brien and Ms. Tedesco are provided with Company- ownedCompany-owned and -maintainedmaintained vehicles for business use, and any personal use thereof is considered a perquisite to the NEO, as reflected in the 2021 All Other Compensation Table.NEO. Both Mr. Asbury and Ms. Tedesco also receive reimbursement of certain club memberships.
All members of the Executive Group are covered under aOur NEOs participate in our financial planning allowance program, which for the NEOs provides for reimbursement of certain financial planning expenses up to a $10,000 (net of taxes) annual limit. In addition, the Companywe also provides to all members of the Executive Groupprovide our executive officers an executive health program, which for the NEOs includes an annual physical and concierge membership.
In 2021 both Mr. Asbury and Ms. Tedesco had additional security equipment installed at their personal residences, based upon the assessment of personal risk by the Company’s corporate security department. The installation of the cameras was considered a one-time benefit to each executive. Ongoing security monitoring security services are paid directly by the executive.
The CompanyWe also providesprovide additional long-term disability coverage to executives who are unable (due to plan restrictions) to obtain the 60% of base salary coverage under the Company’sour standard Long-Term Disability benefit. All of the NEOs are covered under this program.
All members of the Executive Group currently have mobile devices, which are considered integral to the performance of their jobs and are paid for by the Company (in accordance with the Company’s cell phone policy).
Other Benefits and Agreements
All members of the Executive GroupOur executive officers are eligible to participate in the health and welfare benefit programs available to all of the Company’sour employees. These programs include medical, dental, and vision coverages, short- and long-term disability plans, and life insurance. All members of the Executive GroupOur executive officers are also eligible to participate in theour Employee Stock Ownership Plan sponsored by the Company.Plan.
In addition, the Company haswe have a 401(k) profit-profit sharing plan. All members of the Executive Groupplan, and our executive officer participate in this plan and are fully vested in their own contributions. The Company’sOur discretionary matching contributions vest at 100% uponon two years of service.
The Company and each of the NEOsNEO are also parties to bank owned life insurance (“BOLI”) agreements. Generally, under each BOLI agreement, the Company haswe applied to a reputable insurance company for an insurance policy on the executive’s life. The insured executive is requested to designate his beneficiary upon death. A death benefit will be paid to the executive’s designated beneficiary, or to histhe executive’s estate, as may be applicable, under the provisions of the applicable agreement, and a death benefit will also be paid to the Company.us. Any death benefit paid to the Companyus will be in excess of any death benefit paid to the insured executive’s designated beneficiary.
The Company has entered into BOLI agreements with certain NEOs on three occasions, in 2013, 2015 and 2021, all of which are still in effect.

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The following table outlines the respective cumulative death benefit forbenefits that would be paid to each such executive’s designated beneficiary or estate.estate pursuant to any BOLI agreements we have entered into with the executive.
Name​​2013​​2015​​2021​
John C. Asbury​​n/a​​n/a​​​$100,000​​
Robert M. Gorman​​$100,000​​$100,000​​​$100,000​​
Maria P. Tedesco​​n/a​​n/a​​​$100,000​​
David V. Ring​​n/a​​n/a​​​$100,000​​
M. Dean Brown​​n/a​​n/a​​​$100,000​​
​​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).

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Executive Compensation in 20222023
In November 2021,2022, the Compensation Committee 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 2022.2023. 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 (meaning, plus or minus ten percent15% of the market median); however, competitive positioning varied by individual executive.individual.
Compensation Levels Relative to Peer Group
Element​​
Percent
of Median
​
Base Salaries​​​​95%​​
Actual Total Cash Compensation​​​​100%​​
Target Total Cash Compensation​​​​96%​​
Target Total Direct Compensation​​​​96%​​
In January 2022,February 2023, the Compensation Committee and Board of Directors met and approved new compensation for Maria Tedesco as a result of her appointment to Chief Operating Officer, in addition to her role as President, effective January 14, 2022. Changes included a new base salary and a change to her long-term incentive target. In February 2022, the Compensation Committee and Board of Directors met and approved new base salaries for the other NEOs. At the same time in February the Compensation Committee also approved and recommended to the Board of Directors for approval a change in the short-term incentive opportunity for Ms. Tedesco and Messrs. Gorman and Ring and a change in the long-term incentive opportunity for Messrs. Asbury and Gorman.
Mr. Asbury. All of 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 all NEOs for 20222023 are as follows:
Name​​
2022
Base Salary
​​
2022
% Increase
​
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%​​
M. Dean Brown​​​$384,706​​​​​4.0%​​
Name​​
2022
Short-Term
Target as
% of Base
Salary
​​
2022
Long-Term
Target as
% of Base
Salary
​
John C. Asbury​​​​100%​​​​​150%​​
Robert M. Gorman​​​​65%​​​​​105%​​
Maria P. Tedesco​​​​70%​​​​​115%​​
David V. Ring​​​​50%​​​​​75%​​
M. Dean Brown​​​​45%​​​​​75%​​
​​​​​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 appearsprovided above in this proxy statement. Based on its reviewsthis review and discussions,discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’sour Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Respectfully submitted by the members of the Compensation Committee,
Linda V. Schreiner, Chairman
Jan S. Hoover
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 paidawarded to our NEOs by the Company or its subsidiaries during the years indicated for the NEOs.indicated.
SUMMARY COMPENSATION TABLE
Name and Principal Position​Year​
Salary
($)
​
Bonus
($)
​
Stock
Awards (1)
($)
​
Option
Awards
($)
​
Non-
Equity
Incentive
Plan 
Compensation(2)
($)
​
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
​
All
Other
Compensation(3)
($)
​
Total
($)
​
John C. Asbury
President and Chief Executive
Officer, Atlantic Union
Bankshares Corporation and
Chief Executive Officer,
Atlantic Union Bank
​​​​2021​​​​832,000​​​​—​​​​1,245,994​​​​—​​​​1,073,280​​​​—​​​​114,664​​​​3,265,938​​
​​​2020​​​​826,667​​​​—​​​​1,123,210​​​​—​​​​871,603​​​​—​​​​126,571​​​​2,948,051​​
​​​2019​​​​779,875​​​​—​​​​999,979​​​​—​​​​614,720​​​​—​​​​86,995​​​​2,481,569​​
Robert M. Gorman
EVP and Chief Financial Officer, Atlantic Union Bankshares Corporation
​​​​2021​​​​424,634​​​​—​​​​460,564​​​​—​​​​356,056​​​​—​​​​37,786​​​​1,279,040​​
​​​2020​​​​422,573​​​​—​​​​424,645​​​​—​​​​269,515​​​​—​​​​30,532​​​​1,147,265​​
​​​2019​​​​407,771​​​​—​​​​350,429​​​​—​​​​200,774​​​​—​​​​29,803​​​​988,777​​
Maria P. Tedesco
EVP, Atlantic Union Bankshares Corporation and President, Atlantic Union
Bank (4)
​​​​2021​​​​489,060​​​​—​​​​836,891​​​​—​​​​441,621​​​​—​​​​58,410​​​​1,825,982​​
​​​2020​​​​485,925​​​​—​​​​513,505​​​​—​​​​366,844​​​​—​​​​44,346​​​​1,410,620​​
​​​2019​​​​466,875​​​​—​​​​423,206​​​​—​​​​274,814​​​​—​​​​71,645​​​​1,236,540​​
David V. Ring
EVP, Atlantic Union Bankshares Corporation and Commercial Banking Group Executive,
Atlantic Union Bank
​​​​2021​​​​393,382​​​​—​​​​314,861​​​​—​​​​249,760​​​​—​​​​34,848​​​​922,851​​
​​​2020​​​​391,472​​​​—​​​​275,368​​​​—​​​​196,848​​​​—​​​​34,211​​​​897,899​​
​​​2019​​​​380,070​​​​—​​​​229,171​​​​—​​​​215,176​​​​—​​​​32,713​​​​857,130​​
M. Dean Brown
EVP, Atlantic Union
Bankshares Corporation and
Chief Information Officer &
Head of Enterprise Operations,
Atlantic Union Bank
​​​​2021​​​​369,910​​​​—​​​​307,089​​​​—​​​​196,422​​​​—​​​​43,848​​​​917,269​​
​​​2020​​​​368,114​​​​—​​​​240,431​​​​—​​​​196,090​​​​—​​​​36,602​​​​841,237​​
​​​2019​​​​356,286​​​​—​​​​197,506​​​​—​​​​172,601​​​​—​​​​41,485​​​​767,878​​
​​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)
(1)
The amounts reported reflect the aggregate grant date fair value of the awardstime-based restricted stock and PSUs granted to our NEOs, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards CodificationFASB ASC Topic 718, Compensation — Stock Compensation. Stock awards consist of both restricted and performance-based awards.718. The grant date fair value of each award was determined based on the performance-based awards in the above table reflects the probable outcomefair value of performance conditions as ofour common stock on the grant date whichexcept that the fair value of each PSU was estimated using the target levelMonte 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 which is less thangranted in 2022. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2022 Long-Term Incentive Program Awards” above and the maximum performance level.Grants of Plan-Based Awards Table below for additional details. The grant date fair valuesStock Awards column in our 2022 proxy statement contained an error that over-reported the amount of the portion of the stockeach applicable NEOs PSU awards in 2021 and 2020 by calculating the above table thatfair 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 granted as performance-based awards, ifaccounted for using the maximum performance level is achieved, would be as follows:Monte Carlo simulation model in our financial statement footnotes in all years presented.
​
​​​2021​​2020​​2019​
Asbury​​​$1,347,861​​​​$1,347,866​​​​$1,199,990​​
Gorman​​​$509,524​​​​$509,588​​​​$420,487​​
Tedesco​​​$645,528​​​​$616,234​​​​$507,861​​
Ring​​​$354,060​​​​$330,456​​​​$275,005​​
Brown​​​$332,946​​​​$287,119​​​​$237,007​​
For 2021, amount also includes the amount earned above the individual’s targeted incentive amount under the MIP for 2020 that was paid in a restricted stock award in 2021 with a one-year vesting


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requirement. Restricted awards vest over periods ranging from one to three years. For valuation(2)
See “Compensation Discussion and discussionAnalysis—Short-Term Incentive Compensation” above for a description of how the assumptions related to restricted and performance-based awards, refer to the Company’s 2021 Form 10-K Note 16 “Employee Benefits and Stock Based Compensation” of the notes to the consolidated financial statements.
(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 todetermined the Company’s Board for approval. For 2020, amount also includes the amount earned above the individual’s targeted incentive amount under the MIP that was paidpayments awarded in a restricted stock award with a one-year vesting requirement.2022.
​
(3)

The details of the components of this column are provided in a separatethe table below.below entitled “2022 All Other Compensation Table.”
​
(4)

Title as of December 31, 2021. Effective January 14, Mr. O’Brien became a named executive officer for the first time in 2022.
​
2022 Ms. Tedesco was promoted to Executive Vice President ofAll 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 President and Chief Operating Officer of Atlantic Union Bank
​
2021 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​​​​11,600​​​​​36,144​​​​​19,303​​​​​61​​​​​47,556​​​​​114,664​​
Robert M. Gorman​​​​11,600​​​​​12,926​​​​​5,888​​​​​434​​​​​6,938​​​​​37,786​​
Maria P. Tedesco​​​​11,600​​​​​12,661​​​​​7,942​​​​​81​​​​​26,126​​​​​58,410​​
David V. Ring​​​​11,600​​​​​8,551​​​​​5,875​​​​​69​​​​​8,753​​​​​34,848​​
M. Dean Brown​​​​11,600​​​​​8,230​​​​​4,447​​​​​84​​​​​19,487​​​​​43,848​​
​
(1)
The executives receive the same cash dividends on restricted shares as holders of regular common stock.
​
(2)
Representsdiscretionary employer contributions made by the Company to the Employee Stock Ownership Plan on behalf of the individuals. Also includes
​
(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.
​
(3)
(4)
Represents income associated with(a) the aggregate incremental costs for personal use of Company owned vehiclesCompany-owned cars for Messrs. Asbury, Ring and RingO’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 Brown, executive health benefits for all NEOs,O’Brien and Ms. Tedesco; (c) country club dues for Mr. Asbury and Ms. Tedesco. Also includes the income associated with the installation of security cameras at the residences of Mr. AsburyTedesco, and Ms. Tedesco.(d) executive health benefits provided to all NEOs.
​
Stock Option Grants(5)
Amounts in this column for Mr. Brown include the following: financial planning and Stock Awardsexecutive health benefits provided before his separation in 2021the 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.
The ​

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Grants of Plan-Based Awards in 2021 table and the Outstanding Equity Awards at Fiscal Year End 2021 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 2021 through December 2023.2022
The following table provides information with regard to theregarding stock awards granted during 2021 (and reported as Stock Awards in the Summary Compensation Table)2022 and the annual cash incentive compensation award opportunity for 20212022 for the NEOs.each NEO.

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GRANTS OF PLAN — BASED AWARDS IN 2021
​​​
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)
(#)
​​
Grant
Date
Fair
Value of
Stock
Option
and
Awards(4)
($)
​
Name​​Grant Date​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​
John C. Asbury​​​​N/A​​​​​83,200​​​​​832,000​​​​​1,248,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​1,794​​​​​17,938​​​​​35,876​​​​​—​​​​​673,933​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​11,958​​​​​449,262​​
​​​​​3/15/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​3,054​​​​​122,801​​
Robert M. Gorman​​​​N/A​​​​​27,601​​​​​276,012​​​​​414,018​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​678​​​​​6,781​​​​​13,562​​​​​—​​​​​254,762​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​4,521​​​​​169,854​​
​​​​​3/15/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​894​​​​​35,948​​
Maria P. Tedesco​​​​N/A​​​​​34,234​​​​​342,342​​​​​513,513​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​859​​​​​8,591​​​​​17,182​​​​​—​​​​​322,764​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​5,728​​​​​215,201​​
​​​​​3/15/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​1,217​​​​​48,936​​
​​​​​12/9/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​7,299​​​​​249,991​​
David V. Ring​​​​N/A​​​​​19,669​​​​​196,691​​​​​295,037​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​471​​​​​4,712​​​​​9,424​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​3,141​​​​​118,007​​
​​​​​3/15/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​493​​​​​19,824​​
M. Dean Brown​​​​N/A​​​​​16,646​​​​​166,460​​​​​249,689​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​443​​​​​4,431​​​​​8,862​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​2,954​​​​​110,982​​
​​​​​3/15/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​737​​​​​29,635​​
​​​​​​​​​​​
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1)
​​
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
​​
All Other
Stock
Awards:
Number
of Shares of
Stock or
Units(3)
(#)
​​
Grant Date
Fair Value
of Stock
Awards(4)
($)
​​
​​Name​​Grant
Date		​​Threshold
($)		​​Target
($)		​​Maximum
($)		​​Threshold
(#)		​​Target
(#)		​​Maximum
(#)		​
​​John C. Asbury​​​​N/A​​​​​86,528​​​​​865,280​​​​​1,297,920​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​9,921​​​​​19,841​​​​​39,682​​​​​—​​​​​831,735​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​13,227​​​​​519,160​​​
​​​10/1/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​30,158(5)​​​
​​Robert M. Gorman​​​​N/A​​​​​28,705​​​​​287,052​​​​​430,579​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​3,544​​​​​7,088​​​​​14,176​​​​​—​​​​​297,129​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​4,726​​​​​185,496​​​
​​​10/1/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​10,774(5)​​​
​​Maria P. Tedesco​​​​N/A​​​​​42,450​​​​​424,504​​​​​636,756​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​5,331​​​​​10,661​​​​​21,322​​​​​—​​​​​446,909​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​7,107​​​​​278,950​​​
​​​10/1/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​16,205(5)​​​
​​David V. Ring​​​​N/A​​​​​20,456​​​​​204,559​​​​​306,838​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​2,346​​​​​4,691​​​​​9,382​​​​​—​​​​​196,647​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​3,127​​​​​122,735​​​
​​​10/1/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​7,130(5)​​​
​​Shawn E. O’Brien​​​​N/A​​​​​16,399​​​​​163,990​​​​​245,985​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​1,459​​​​​2,918​​​​​5,836​​​​​—​​​​​122,323​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​1,945​​​​​76,341​​​
​​​10/1/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​4,435(5)​​​
​​M. Dean Brown​​​​N/A​​​​​17,312​​​​​173,118​​​​​259,677​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​2,206​​​​​4,411​​​​​8,822​​​​​—​​​​​184,909​​​
​​​2/24/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​2,940​​​​​115,395​​​
​​​10/1/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​6,705(5)​​​
​
(1)

Represents cash award for individual and Company performancethe possible payout range under the MIP based uponfor annual cash incentive awards granted in 2022, with all payments subject to achievement of specific goals.corporate and individual/divisional performance measures. The annual cash incentive awardawards earned by and paid to the NEOs in 20212022 under the MIP which were paid partly in cash and partly in restricted stock, 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. ThePSU awards vest based ongranted under the achievement of TSR compared to companies comprising the KBW Regional Banking Index at the end of a three-year performance period. Vesting of the performance share unit awards can range from a threshold of 10% (for relative TSR equal to the 25th percentile of the peer banks) to a target of 100% (for relative TSR equal to 50th percentile of the peer banks) to a maximum of 200% (for relative TSR equal to 100th percentile). VestingLTIP. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2022 Long-Term Incentive Program Awards” for performance between the stated percentiles is calculated using straight line interpolation. Relative TSR below the 25th percentile of the peer banks will result in no vesting of the performance share unit awards.additional details. Any stock unitsPSUs earned will be paid duringafter the first two and a half months afterCompensation 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.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.718. The grant date per share fair value for both the restricted and performance-based awardsof each award was determined based on the per share closing pricefair value of the Company’sour 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 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.
​
(5)
The amount reported reflects the incremental fair value associated with the October 1, 2022 adjustment to the PSUs granted in 2022, computed in accordance with FASB ASC Topic 718.
​


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the grant date. The grant date fair value of the performance-based awards in the above table reflects the probable outcome of performance conditions as of the grant date, which was the target level of the awards, which is less than the maximum performance level. For valuation and discussion of the assumptions related to restricted and performance-based awards, refer to the Company’s 2021 Form 10-K Note 16 of the notes to the consolidated financial statements on “Employee Benefits and Stock Based Compensation”.Outstanding Equity Awards at Fiscal Year-End 2022
The following table shows certain information regarding outstanding time-based restricted stock and PSU awards for non-vested stock (includes restricted and performance stock) atpreviously granted to our NEOs that were outstanding as of December 31, 2021 for the NEOs.2022. None of theour NEOs held any outstanding stock options as of December 31, 2021. This2022.
As reflected in the table disclosesbelow, all of Mr. Brown’s outstanding restricted stock awards whose ultimate valueaccelerated and vested on July 9, 2022 in accordance with the applicable award agreement and his severance agreement and release of claims. In addition, Mr. Brown is unknown and has not been realized (i.e., dependent on future resultsalso eligible to receive a pro-rated payout of certain measures).PSU awards 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)​​​
​
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021
​​​​​​​​​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​​​​2/22/2018​​​​​5,449​​​​​203,193​​​​​—​​​​​—​​
​​​​​2/21/2019​​​​​3,727​​​​​138,980​​​​​—​​​​​—​​
​​​​​2/20/2020​​​​​8,487​​​​​316,480​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​11,958​​​​​445,914​​​​​—​​​​​—​​
​​​​​3/15/2021​​​​​3,054​​​​​113,884​​​​​—​​​​​—​​
​​​​​1/1/2019 – 12/31/2021​​​​​—​​​​​—​​​​​16,769​​​​​625,316​​
​​​​​1/1/2020 – 12/31/2022​​​​​—​​​​​—​​​​​19,097​​​​​712,127​​
​​​​​1/1/2021 – 12/31/2023​​​​​—​​​​​—​​​​​17,938​​​​​668,908​​
Robert M. Gorman​​​​2/22/2018​​​​​1,803​​​​​67,234​​​​​—​​​​​—​​
​​​​​2/21/2019​​​​​1,306​​​​​48,701​​​​​—​​​​​—​​
​​​​​2/20/2020​​​​​3,208​​​​​119,626​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​4,521​​​​​168,588​​​​​—​​​​​—​​
​​​​​3/15/2021​​​​​894​​​​​33,337​​​​​—​​​​​—​​
​​​​​1/1/2019 – 12/31/2021​​​​​—​​​​​—​​​​​5,876​​​​​219,116​​
​​​​​1/1/2020 – 12/31/2022​​​​​—​​​​​—​​​​​7,220​​​​​269,234​​
​​​​​1/1/2021 – 12/31/2023​​​​​—​​​​​—​​​​​6,781​​​​​252,863​​
Maria P. Tedesco​​​​2/21/2019​​​​​1,577​​​​​58,806​​​​​—​​​​​—​​
​​​​​2/20/2020​​​​​3,880​​​​​144,685​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​5,728​​​​​213,597​​​​​—​​​​​—​​
​​​​​3/15/2021​​​​​1,217​​​​​45,382​​​​​—​​​​​—​​
​​​​​12/9/2021​​​​​7,299​​​​​272,180​​​​​—​​​​​—​​
​​​​​1/1/2019 – 12/31/2021​​​​​—​​​​​—​​​​​7,097​​​​​264,647​​
​​​​​1/1/2020 – 12/31/2022​​​​​—​​​​​—​​​​​8,731​​​​​325,579​​
​​​​​1/1/2021 – 12/31/2023​​​​​—​​​​​—​​​​​8,591​​​​​320,358​​
David V. Ring​​​​2/22/2018​​​​​1,363​​​​​50,826​​​​​—​​​​​—​​
​​​​​2/21/2019​​​​​854​​​​​31,846​​​​​—​​​​​—​​
​​​​​2/20/2020​​​​​2,080​​​​​77,563​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​3,141​​​​​117,128​​​​​—​​​​​��​​
​​​​​3/15/2021​​​​​493​​​​​18,384​​​​​—​​​​​—​​
​​​​​1/1/2019 – 12/31/2021​​​​​—​​​​​—​​​​​3,843​​​​​143,305​​
​​​​​1/1/2020 – 12/31/2022​​​​​—​​​​​—​​​​​4,682​​​​​174,592​​
​​​​​1/1/2021 – 12/31/2023​​​​​—​​​​​—​​​​​4,712​​​​​175,710​​
M. Dean Brown​​​​2/22/2018​​​​​1,258​​​​​46,911​​​​​—​​​​​—​​
​​​​​2/21/2019​​​​​736​​​​​27,445​​​​​—​​​​​—​​
​​​​​2/20/2020​​​​​1,816​​​​​67,719​​​​​—​​​​​—​​
​​​​​2/23/2021​​​​​2,954​​​​​110,155​​​​​—​​​​​—​​
​​​​​3/15/2021​​​​​737​​​​​27,483​​​​​—​​​​​—​​
​​​​​1/1/2019 – 12/31/2021​​​​​—​​​​​—​​​​​3,312​​​​​123,504​​
​​​​​1/1/2020 – 12/31/2022​​​​​—​​​​​—​​​​​4,088​​​​​152,442​​
​​​​​1/1/2021 – 12/31/2023​​​​​—​​​​​—​​​​​4,431​​​​​165,232​​
(1)
Computed by multiplying the number of shares reported in the preceding column by the closing price of our common stock on December 31, 2022 of $35.14 per share.

​
(2)
Represents PSUs that are subject to the achievement of pre-established performance measures and the
​
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​
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.
(1)
(3)
This column represents2020 time-based restricted stock awards. Restricted awards vest over one to four years from date of grant.(“TRS”). This award vested on February 20, 2023.
​
(2)
(4)
The market value2021 TRS. One-half of the stock awards that have notoutstanding TRS vested as shownon 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 above table, was determinedunits 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 per share closing pricenumber of months employed during the performance period, of the Company’s common stockoriginally granted PSUs earned upon satisfaction of performance to be paid on December 31, 2021 ($37.29). The shares subject to performance vesting are reported in this table at the target level of achievementpayment date in accordance with Mr. Brown’s PSU award agreement. These PSUs were vested and paid February 15, 2023. See the SEC rules.description of our company’s performance and satisfaction of the performance measures for the 2020 PSUs in “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2020 Performance Share Unit Results” above.
​
(3)
(10)
This columnPSUs (Performance Not Yet Achieved). The number of unearned PSUs reported represents a prorated portion, based on the number of months employed during the performance share unit awards. The performance-based shares ultimately received by an NEOperiod, of the originally granted PSUs and assumes the units are based uponearned and vested at the achievement of specific goals. The actual payout of shares, if any, will be determined by a non-discretionary formula which measures the Company’stargeted performance over a three-year period and is subject to approval by the Company’s Compensation Committee in its sole discretion for such three-year periods.level.
​
Stock Option Exercises and Stock Vested in 20212022
The following table provides information that is intended to enable investors to understand the value of the equity realized by the NEOs upon the vesting of stock during the most recent fiscal year. None of the NEOs exercised any stock options during 2021.2022, nor do they hold any outstanding stock options.
​​​​​Stock Awards​​
​​Name​​Number of Shares Acquired
on Vesting
(#)		​​
Value Realized
on Vesting
($)(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 2021(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​​​​17,126​​​​​631,803​​​​​15,691​​​​​561,424​​
Robert M. Gorman​​​​5,969​​​​​220,100​​​​​5,192​​​​​185,770​​
Maria P. Tedesco​​​​3,517​​​​​128,159​​​​​3,381​​​​​118,808​​
David V. Ring​​​​3,258​​​​​119,607​​​​​3,925��​​​​140,437​​
M. Dean Brown​​​​3,905​​​​​144,249​​​​​3,621​​​​​129,559​​
The value realized is the gross number of shares that vested multiplied by the closing stock price of the Company’sour common stock on the date of vesting.vesting date. For purposes of this table, where a vesting date was a non-business day, we used the Company’sclosing price of our common stock closing price on the business day prior tobefore the vesting date was used.date.
​
Nonqualified Deferred Compensation Plansfor 2022
The Company offersWe offer a nonqualified deferred compensation plan administered by the Virginia Bankers Association (“VBA”) Benefits Corporation under which eligible executives and non-employee directors may elect annually

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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.
Participants elect, in advance of the 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 in substantially equal installments, payable annually, over a term of no less than 2 years and no more than 20 years.

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The following table summarizes the nonqualified deferred compensation for the NEOs.NEOs in 2022.
NONQUALIFIED DEFERRED COMPENSATION FOR 2021
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)
($)
​
John C. Asbury​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Robert M. Gorman​​​​64,800​​​​​—​​​​​8,152​​​​​—​​​​​72,952​​
Maria P. Tedesco​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
David V. Ring​​​​177,022​​​​​—​​​​​(158)​​​​​—​​​​​176,864​​
M. Dean Brown​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​Name​​
Executive
Contributions
in Last FY(1)
($)
​​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​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​
​
(1)

These amounts are included in the 2021 Total Compensation for each NEO in the Summary Compensation Table.
​
(2)

Of the amounts disclosed in this column, nothe following amounts were previously reported as compensation to the NEO in a Summary Compensation Table prior to 2021.2022: Gorman—$64,800 and Ring—$177,022.
​
Retirement PlansPotential Payments upon Termination or Change in Control
Employment Agreements of Mr. Asbury, Mr. Gorman and Ms. Tedesco
The Company does not participate in a defined benefit retirement plan; however,employment agreements between the Company does have a defined contribution plan for all eligible employees, includingand each of Mr. Asbury, Mr. Gorman and Ms. Tedesco require us to make certain severance payments and provide severance benefits to the membersapplicable executive upon the termination of the Executive Group. This plan is known formally executive’s employment with the Company under certain circumstances.
Termination Without Cause or for Good Reason. Under each employment agreement, if we terminate the executive’s employment without “Cause” ​(as the Atlantic Union Bankshares Corporation 401(k) Profit Sharing Plan, or informally as the 401(k) Plan. All members of the Executive Group currently participatedefined in the 401(k) Plan. Each NEO participant is fully vested inagreement) or if the executive terminates his or her own contributionsemployment for “Good Reason” ​(as defined in the agreement), the executive will be entitled to payment of the executive’s then current base salary for a period of two years from the termination date paid in installments as if the executive had remained employed, plus a welfare benefit paid in a lump sum equal to the 401(k) Plan. The Company provides discretionary matchingproduct of our monthly contribution to group health, dental and vision insurance benefits times 24 (the “Welfare Benefit”). Payment of such compensation and benefits contributions is subject to plan participants. The Company’s matching contributions are fully vested after two years.
Post-employment Compensation
As discussedreceipt from the executive of a signed release and waiver of claims and satisfaction of the other requirements, conditions and limitations set forth in the Compensationagreement.
Failure to Renew Employment Agreement. If we fail to renew the executive’s employment agreement for calendar year 2023 or thereafter, the executive will be entitled to payment of the executive’s base salary for one year from the termination date paid in installments as if the executive had remained employed, plus a welfare benefit paid in a lump sum equal to the product of our monthly contribution to group health,

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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 were coveredprior 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 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 the executive is terminated without cause (as defined in the award agreement or an applicable employment agreement) or for good reason within two years of the Change in 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 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 applicable, a non-competition agreement. In addition, if there is a Change in Control of the Company (as defined in the award agreement) on or before the end of the year under certain employment agreementsperformance period, and management continuity agreements or “changethe executive remains employed until the Change in control” agreementsControl, 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 as the same may have been amended or restated. In addition, as of December 31, 2021, Messrs. Brown and Ringhe became entitled to certain payments and Ms. Tedesco were all eligible to receive benefits described under the Company’s Executive“Executive Severance Plan. Plan” section above and his equity awards accelerated under the applicable award agreements. In connection with his receipt of these payments and benefits, on July 1, 2022, we entered into a severance agreement and release of claims with Mr. Brown, which included certain non-solicitation provisions which apply for one year following his separation date, as well as certain confidentiality obligations. For additional information on the payments received by Mr. Brown, see “—Actual Payments to Mr. Brown” below.
Table Showing Potential Payments upon Termination or Change in Control
The following table provides the estimatedshows potential post-employment payments that would be due to our current NEOs upon a termination of employment from the Company for various reasons, and payments that would be due to our current NEOs upon a change in control, in each case assuming that those events occurred on December 31, 2022.
If we terminate any NEO’s employment for “cause” or if the executive resigns without “good reason,” then we will have no further obligations to such NEO except for payment of any amounts earned and unpaid as of the effective date of the termination. Accordingly, those events are omitted from the table. In addition, Mr. Ring and Mr. O’Brien are not eligible for severance upon their termination for good reason under the Executive Severance Plan before a change in control and, therefore, we have omitted good reason (without change in control) from the table for each of the executives under certain termination scenarios, if termination had occurred as ofthem. At December 31, 2021. Under no2022, none of our current scenarioNEOs were eligible for retirement (defined as achieving age 65 in our equity awards) and, therefore, we have omitted retirement from the table.

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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​​
​
Restricted Stock(3)
​​
PSUs(4)
​
​​John C. Asbury​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Termination Events​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Without Cause (without Change in Control)​​​​2,731,966​​​​​—​​​​​1,202,772​​​​​652,632​​​​​4,587,370​​​
​​Good Reason (without Change in Control)​​​​2,731,966​​​​​—​​​​​1,202,772​​​​​652,632​​​​​4,587,370​​​
​​Change in Control with Qualifying
Termination		​​​​4,878,526​​​​​—​​​​​1,202,772​​​​​1,327,554​​​​​7,408,852​​​
​​Failure to Renew Employment Agreement​​​​1,854,866​​​​​—​​​​​1,202,772​​​​​652,632​​​​​3,710,270​​​
​​Death (without Change in Control)​​​​444,460​​​​​100,000​​​​​1,202,772​​​​​652,632​​​​​2,399,864​​​
​​Disability (without Change in Control)​​​​11,820​​​​​—​​​​​1,202,772​​​​​652,632​​​​​1,867,224​​​
​​Death (with Change in Control)​​​​456,280​​​​​100,000​​​​​1,202,772​​​​​652,632​​​​​2,411,684​​​
​​Disability (with Change in Control)​​​​456,280​​​​​—​​​​​1,202,772​​​​​652,632​​​​​2,311,684​​​
​​Change in Control​​​​—​​​​​—​​​​​—​​​​​1,327,554​​​​​1,327,554​​​
​​Robert M. Gorman​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Termination Events​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Without Cause (without Change in Control)​​​​1,233,647​​​​​—​​​​​445,048​​​​​241,880​​​​​1,920,575​​​
​​Good Reason (without Change in Control)​​​​1,233,647​​​​​—​​​​​445,048​​​​​241,880​​​​​1,920,575​​​
​​Change in Control with Qualifying
Termination		​​​​1,945,759​​​​​—​​​​​445,048​​​​​487,357​​​​​2,878,164​​​
​​Failure to Renew Employment Agreement​​​​779,008​​​​​—​​​​​445,048​​​​​241,880​​​​​1,465,936​​​
​​Death (without Change in Control)​​​​233,830​​​​​300,000​​​​​445,048​​​​​241,880​​​​​1,220,758​​​
​​Disability (without Change in Control)​​​​13,020​​​​​—​​​​​445,048​​​​​241,880​​​​​699,948​​​
​​Death (with Change in Control)​​​​246,850​​​​​300,000​​​​​445,048​​​​​241,880​​​​​1,233,778​​​
​​Disability (with Change in Control)​​​​246,850​​​​​—​​​​​445,048​​​​​241,880​​​​​933,778​​​
​​Change in Control​​​​—​​​​​—​​​​​—​​​​​487,357​​​​​487,357​​​
​​Maria P. Tedesco​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Termination Events​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Without Cause (without Change in Control)​​​​1,711,397​​​​​—​​​​​721,424​​​​​326,134​​​​​2,758,956​​​
​​Good Reason (without Change in Control)​​​​1,711,397​​​​​—​​​​​721,424​​​​​326,134​​​​​2,758,956​​​
​​Change in Control with Qualifying
Termination		​​​​2,670,775​​​​​—​​​​​721,424​​​​​676,515​​​​​4,068,714​​​
​​Failure to Renew Employment Agreement​​​​1,095,543​​​​​—​​​​​721,424​​​​​326,134​​​​​2,413,102​​​
​​Death (without Change in Control)​​​​312,637​​​​​100,000​​​​​721,424​​​​​326,134​​​​​1,460,196​​​
​​Disability (without Change in Control)​​​​9,420​​​​​—​​​​​721,424​​​​​326,134​​​​​1,056,979​​​
​​Death (with Change in Control)​​​​322,057​​​​​100,000​​​​​721,424​​​​​326,134​​​​​1,469,616​​​
​​Disability (with Change in Control)​​​​322,057​​​​​—​​​​​721,424​​​​​326,134​​​​​1,369,616​​​
​​Change in Control​​​​—​​​​​—​​​​​—​​​​​676,515​​​​​676,515​​​

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​​Name and Event​​
Cash(1)
​​
BOLI
Payment(2)
​​Value of Accelerated Vesting​​Total​​
​
Restricted Stock(3)
​​
PSUs(4)
​
​​David V. Ring​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Termination Events​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Without Cause (without Change in Control)​​​​677,562​​​​​—​​​​​295,703​​​​​165,334​​​​​1,138,599​​​
​​Change in Control with Qualifying
Termination		​​​​1,355,794​​​​​—​​​​​295,703​​​​​330,421​​​​​1,981,919​​​
​​Death​​​​—​​​​​100,000​​​​​295,703​​​​​165,334​​​​​561,037​​​
​​Disability​​​​—​​​​​—​​​​​295,703​​​​​165,334​​​​​461,037​​​
​​Change in Control​​​​—​​​​​—​​​​​—​​​​​330,421​​​​​330,421​​​
​​Shawn E. O’Brien​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Termination Events​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​Without Cause (without Change in Control)​​​​584,590​​​​​—​​​​​165,053​​​​​94,292​​​​​843,935​​​
​​Change in Control with Qualifying
Termination		​​​​1,157,180​​​​​—​​​​​165,053​​​​​192,708​​​​​1,514,940​​​
​​Death​​​​—​​​​​100,000​​​​​165,053​​​​​94,292​​​​​359,345​​​
​​Disability​​​​—​​​​​—​​​​​165,053​​​​​94,292​​​​​259,345​​​
​​Change in Control​​​​—​​​​​—​​​​​—​​​​​192,078​​​​​192,078​​​
​
(1)
Represents amount due under their respective employment agreement, management continuity agreement, and/or our Executive Severance Plan, as applicable, as described above. For the purpose of calculating payments to Mr. Ring and Mr. O’Brien for a termination without cause or a change in control with a qualifying termination, we have estimated the value of 12 months of outplacement services to be $12,000.
​
(2)
This amount represents payment under each executive’s respective BOLI agreement(s).
​
(3)
This amount represents the market value of unvested time-based restricted stock awards that would vest in connection with each noted termination event, based on the closing price of our common stock on December 31, 2022 of $35.14 per share.
​
(4)
For each event, other than following a change in control, this amount represents the market value of a pro rata portion of the NEO’s unvested PSUs, based on the closing price of our common stock on December 31, 2022 of $35.14 per share. The pro rata portion of each PSU award is determined by a fraction, the numerator of which is the number of months in the performance period during which the executive was continuously employed by us and the denominator of which is the number of months in the entire performance period. The pro rata portion of the PSUs will anyvest on the last day of each applicable performance period, based on our actual performance. With respect to the 2020 PSUs for which the performance conditions were met at 46% of target at December 31, 2022, but which remained unvested at year-end, the number of shares included in the PSUs column is based on our actual performance. With respect to all other PSU awards, the number of shares that vest for each NEO, and thus the value reflected in the table, assumes that PSUs are achieved at the “target” performance level. If there is a change in control of the Company (as defined in the agreement) on or before the end of the performance period, and the executive officerremains employed until the change in control, the target number of PSUs will be deemed earned and will vest and be paid upon the consummation of the change in control. Therefore, for a change in control, this amount represents the market value of the unvested target level of PSUs based on the closing price of our common stock on December 31, 2022 of $35.14 per share.
​

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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 iflump sum payment equal to the sum of (a) his or her 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​​​$2,737,280​​​​$4,883,840​​​​$416,000​​​​$—​​
​​​Early vesting of Restricted Stock​​​​—​​​​​1,218,451​​​​​1,218,451​​​​​1,218,451​​
​​​Health care benefits continuation​​​​18,960​​​​​18,960​​​​​9,480​​​​​9,480​​
​​​Early vesting of Performance Stock​​​​—​​​​​2,006,351​​​​​1,323,037​​​​​1,323,037​​
​​​Total Value​​​$2,756,240​​​​$8,127,602​​​​$2,966,968​​​​$2,550,968​​
Robert M. Gorman​​Post-Termination Compensation​​​$1,205,324​​​​$1,917,436​​​​$212,317​​​​$—​​
​​​Early vesting of Restricted Stock​​​​—​​​​​437,486​​​​​437,486​​​​​437,486​​
​​​Health care benefits continuation​​​​9,720​​​​​19,440​​​​​—​​​​​9,720​​
​​​Early vesting of Performance Stock​​​​—​​​​​741,213​​​​​482,893​​​​​482,893​​
​​​Total Value​​​$1,215,044​​​​$3,115,575​​​​$1,132,696​​​​$930,099​​
Maria P. Tedesco​​Post-Termination Compensation​​​$930,681​​​​$1,861,362​​​​$—​​​​$—​​
​​​Early vesting of Restricted Stock​​​​734,650​​​​​734,650​​​​​734,650​​​​​734,650​​
​​​Health care benefits continuation​​​​8,640​​​​​17,280​​​​​—​​​​​—​​
​​​Early vesting of Performance Stock​​​​588,486​​​​​910,585​​​​​588,486​​​​​588,486​​
​​​Total Value​​​$2,262,457​​​​$3,523,877​​​​$1,323,136​​​​$1,323,136​​
David V. Ring​​Post-Termination Compensation​​​$643,142​​​​$1,286,284​​​​$—​​​​$—​​
​​​Early vesting of Restricted Stock​​​​295,747​​​​​295,747​​​​​295,747​​​​​295,747​​
​​​Health care benefits continuation​​​​9,720​​​​​19,440​​​​​—​​​​​—​​
​​​Early vesting of Performance Stock​​​​318,270​​​​​493,608​​​​​318,270​​​​​318,270​​
​​​Total Value​​​$1,266,879​​​​$2,095,079​​​​$614,017​​​​$614,017​​
M. Dean Brown​​Post-Termination Compensation​​​$566,332​​​​$1,132,664​​​​$—​​​​$—​​
​​​Early vesting of Restricted Stock​​​​279,712​​​​​279,712​​​​​279,712​​​​​279,712​​
​​​Health care benefits continuation​​​​9,720​​​​​19,440​​​​​—​​​​​—​​
​​​Early vesting of Performance Stock​​​​280,209​​​​​441,178​​​​​280,209​​​​​280,209​​
​​​Total Value​​​$1,145,961​​​​$1,892,970​​​​$559,921​​​​$559,921​​
​
(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 belowwhich describes the relationship of the CEO’s annual total compensation to the annual total compensation of a median employee of the Company as required by SEC rules. As permitted underCompany.
In accordance with SEC rules, we are using thedetermined a new median employee for 2020 and have used this same median employee identified lastfor both the previous year forand this year’s disclosure. There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure.
The following approach was previously utilized toTo identify the median of the annual total compensation of all of our employees, as well as to determine the Company’s employees, other thanannual total compensation of our median employee and our CEO, we took the CEO. Asfollowing steps:
•
We determined that, as of December 31, 2020, the Company’sour employee population consisted of approximately 1,931 individuals with 100%all of thethese individuals located in the United States. This population consisted of all of the Company’sour full-time and part-time employees. The median
​
•
To identify the “median employee” from our employee population, we compared the amount of the annual total compensation of all employees (excluding the CEO) was determined by looking at the total of all salaries,salary, wages, bonuses, and all other earnings as reported in theour payroll records of the Company from January 1, 2020 to December 31, 2020. Using
​
•
We identified our median employee using this compensation measure, which was consistently applied to all employees, theour employees.
​
•
Once we identified our median employee, we combined all of the Company was identified.
The 2021elements of such employee’s compensation for 2022, resulting in annual total compensation of $46,871.
​
•
With respect to the median employee was determined by adding togetherannual total compensation of our CEO, we used the same components of compensation that are required to be includedamount reported in the “Total” column of our 2022 Summary Compensation Table included herein for the CEO and other NEOs.
Table.

​
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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 20212022 was $46,397.$46,871.
​
•

The annual total compensation of Mr. Asbury, the CEO, for 20212022 was $3,265,938.$3,326,195.
​
•

The ratio of the annual total compensation of the median employee to the CEO is 1:70.71.
​
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

63
TABLE OF CERTAIN LEGAL PROCEEDINGSCONTENTS​
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)
​​
​
Total
Shareholder
Return(4)
​​
Peer Group
Total
Shareholder
Return(4)
​
​​2022​​​$3,326,195​​​​$3,391,347​​​​$1,202,480​​​​$1,162,202​​​​$103.35​​​​$116.10​​​​$234,510​​​​​16.84%​​​
​​2021​​​$3,193,289​​​​$2,832,031​​​​$1,228,964​​​​$1,101,469​​​​$106.14​​​​$124.74​​​​$263,917​​​​​18.47%​​​
​​2020​​​$2,894,770​​​​$2,504,942​​​​$1,057,012​​​​$951,036​​​​$91.10​​​​$91.29​​​​$158,228​​​​​12.49%​​​
​
(1)
For each year in the above table, John C. Asbury was our CEO. During 2022, our other NEOs consisted of Robert M. Gorman, Maria P. Tedesco, David V. Ring, Shawn E. O’Brien and M. Dean Brown. For 2021 and 2020, our other NEOs were Mr. Gorman, Ms. Tedesco, Mr. Ring, and Mr. Brown.
​
(2)
This column represents the “compensation actually paid” to our CEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column entitled “Total Compensation” for the applicable year and adjusting that amount as follows:
​
​​Adjustments to Determine Compensation “Actually Paid” to our CEO​​2022​​2021​​2020​​
​​(Subtracts) amounts reported in the “Stock Awards” column in the SCT​​​$(1,381,053)​​​​$(1,173,345)​​​​$(1,069,929)​​​
​​Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year​​​$1,175,501​​​​$920,710​​​​$1,094,820​​​
​​Adds the change in fair value (whether positive or negative) as of the
end of the covered fiscal year of any equity awards granted in prior
fiscal year that are outstanding and unvested as of the end of the
covered fiscal year		​​​$125,942​​​​$(220,858)​​​​$(370,653)​​​
​​Adds the change in fair value (whether positive or negative) as of the
vesting date of any awards granted in the prior fiscal year for which
all applicable vesting conditions were satisfied at the end of or during
the covered fiscal year		​​​$114,604​​​​$112,235​​​​$(44,066)​​​
​​Adds the incremental fair value of awards modified during the year​​​$30,158​​​​​—​​​​​—​​​
​​Total Adjustments​​​$65,152​​​​$(361,258)​​​​$(389,828)​​​
​
(3)
This column represents the average “compensation actually paid” to our non-CEO NEOs for each year, determined by starting with the amount set forth in the SCT in the column entitled “Total Compensation” for the applicable year (and taking the average of those amounts for the non-CEO NEOs) and adjusting that amount as follows:
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​​Adjustments to Determine Compensation “Actually Paid” for non-CEO NEOs​​2022​​2021​​2020​​
​​(Subtracts) amounts reported in the “Stock Awards” column in the SCT​​​$(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 directorscompensation actually paid to our other non-CEO NEOs and executive officersthe performance measures shown in the table above is described in further detail below. As illustrated below, the compensation actually paid to our CEO and the other non-CEO NEOs, as calculated in accordance with the SEC requirements, has certified that for agenerally trended over the full three-year period in line with the performance measures disclosed in the table above. In addition to our financial performance, we also evaluate all elements of our NEO compensation based on qualitative factors and an evaluation of competitive compensation levels with other comparable institutions.

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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 competencePeer Group TSR
The graph below shows the relationship between our TSR and integrityour Peer Group TSR, which is the KBW NASDAQ Regional Banking Index.
[MISSING IMAGE: lc_tsr-4c.jpg]
Relationship Between Compensation Actually Paid and Our TSR
The graph below shows the relationship between the compensation actually paid to serve as a director or executive officer, or in anyour CEO and the average compensation actually paid to our non-CEO NEOs and our TSR.
[MISSING IMAGE: lc_paidtsr-4c.jpg]

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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.
[MISSING IMAGE: lc_paidincome-4c.jpg]
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.
[MISSING IMAGE: lc_paidrotce-4c.jpg]

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Tabular List of Financial Performance Measures
We consider the following typesto be the most important financial performance measures used to link compensation actually paid to our NEOs, for 2022, to Company performance. The role of legal proceedings: any judicial or administrative proceedings resulting from involvementeach of these performance measures on our NEOs’ compensation is discussed in mail or wire fraud or fraud in connection with any business entity; any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance lawsthe Compensation Discussion and regulations, or any settlement of such actions; and, any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.Analysis above.
​​Performance Measures​​
​​Operating ROTCE​​
​​Net Operating Income​​
​​Operating Efficiency Ratio​​
​​Operating ROA​​
​​Total Shareholder Return Relative to the KBW NASDAQ Regional Banking Index​​
INTEREST

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INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN CERTAIN TRANSACTIONS
The Company monitors
​
We monitor certain relationships and related party transactions by requiring each director and executive officer to notify the Company’sour General Counsel in advance of any potential transactions that may be considered a transaction with a related party. The Company hasWe have adopted a formal Related Party Transaction Policy to ensure compliance with this requirement, NASDAQNYSE rules, and SEC regulations. The Related Party Transaction Policy and the charter of the Company’sour Audit Committee 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 determinationconsiders, among other factors, whether it is in theour best interests of the Companyinterest to engage in the transaction. In addition, each director and executive officer completes an annual questionnaire where they are expected to disclose any potential transactions with related parties.
Certain of our directors and officers of the Company and its subsidiaries and members of their immediate families, and corporations, partnerships and other entities with which such persons are associated, are customers of the Company’s wholly owned bank subsidiary, Atlantic Union Bank, or its registered investment adviser Dixon, Hubard, Feinour & Brown, Inc.Bank. As such, these persons engaged in transactions with the Company and its subsidiariesus in the ordinary course of business during 20212022 and willmay have additional transactions with these companiesus in the future. All loans extended and commitments to lend by Atlantic Unionthe Bank to such persons have been made in the ordinary course of business upon substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated persons and do not involve more than the normal risk of collection or present other unfavorable features.
DELINQUENT SECTION 16(a)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’sour common stock are required to file reports with the SEC indicating their holdings of and transactions in the Company’sour common stock. To the Company’sour knowledge, these

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insiders of the Company complied with all SEC filing requirements during 2021,2022, except that each ofdue to administrative errors at the Company’s independent directors filed a late filingCompany, one report on Form 4 reporting two transactions was not timely filed by Messrs. Gorman, Brown and Bilko and Ms. Pfautz; two reports on October 5,Form 4 reporting an aggregate of 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 2021 one day after the applicable statutory deadline, dueby Messrs. Asbury, Gorman, Ring and Ms. Tedesco. In 2023, Mr. Corbin became aware of his failure to a processing errorfile reports on Form 4 to disclose certain phantom stock acquisitions related to voluntary deferrals of the Company.cash compensation under our Deferred Compensation Plan, resulting in an aggregate of 24 transactions that occurred on separate dates between 2019 and 2023 being reported late, and also relating to approximately 1,116 shares of our common stock that were also acquired pursuant to voluntary deferrals of cash compensation prior to 2019 that had not previously been reported.
OTHER MATTERS
​
As of the date of this proxy statement, the Board of Directors of the Company has no knowledge of any matters to be presented for consideration at the Annual Meetingannual meeting other than those referred to above.the proposals discussed in this proxy statement. If any other matters properly come before the Annual Meeting,annual meeting, the persons named in the accompanying proxy intend to vote such proxy, to the extent entitled, in accordance with the recommendation of the Board.
DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS
​
The Nominating and Corporate Governance Committee will consider director nominees identified by its members, other directors, our executive officers and other persons, including our shareholders. On January 27, 2023, the Board adopted a written policy setting forth the procedures that the Nominating and

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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 2023our 2024 proxy statement, it must comply with applicable requirements and conditions established by the SEC, including Rule 14a-8 of the Exchange Act, and must be received by our Corporate Secretary at the Companyaddress below on or before November 22, 2022. To be considered2023.
If you would like to submit a matter for presentationconsideration at the 2023our 2024 annual meeting of shareholders, although(including any shareholder proposal not submitted under Rule 14a-8 or any director nomination) that will not be included in the Company’s proxy statement notice of such proposal must comply withfor the Company’s bylaws andannual meeting, it must be received by our Corporate Secretary at the Companyaddress below no earlier than the close of business on January 3, 20232024 and no later than the close of business on February 2, 2023. 2024, assuming we do not change the date of our 2024 annual meeting by more than 30 days before or 70 days after the anniversary date of our 2023 annual meeting. Any matter, including any director nomination, must comply with our bylaws.
Finally, in addition to satisfying the foregoing requirements under our bylaws, to comply with Rule 14a-19, the SEC’s universal proxy rule, for our 2024 annual meeting of shareholders, a shareholder who intends to solicit proxies in support of director nominees, other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 by March 3, 2024.
All shareholder proposals shouldmust be sent to the attention of the Company’sreceived by our Corporate Secretary at Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219. The proxy solicited23219 by the Boardapplicable dates specified above.
VOTING AND OTHER INFORMATION
​
Who may vote at the annual meeting?
Only our common shareholders as of the close of business on March 8, 2023, the “record date,” are entitled to notice of and to vote at the annual meeting. As of the record date, we had 74,986,126 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote.

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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:
​
[MISSING IMAGE: ic_online-bw.jpg]
​​
Online Before the Meeting
www.envisionreports.com/AUB, or at the website indicated on the materials provided by your broker
​​
[MISSING IMAGE: ic_maill-bw.jpg]
​​
By Mail
Complete, sign, date, and return your proxy card in the envelope provided
​
​
[MISSING IMAGE: ic_tele-bw.jpg]
​​
By Telephone
Call the telephone number located on the top of your proxy card
​​
[MISSING IMAGE: ic_online-bw.jpg]
​​
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 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 shareholdersa majority of our outstanding common stock entitled to vote must be present or represented by proxy at the meeting. We intend to include as present: shares present but not voting; shares for which we have received proxies but for which holders have abstained from voting; and shares represented by proxies returned by a bank, broker, or other nominee holding the shares.

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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 conferbe allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions ONLY with respect to Proposal 2, the ratification of the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2023, but not with respect to any of the other proposals to be voted on at the annual meeting. Accordingly, please provide voting instructions to your bank, broker or other nominee so that your shares may be voted on all other proposals.
When a brokerage firm votes its customers’ unvoted shares on routine matters, these shares are counted for purposes of establishing a quorum to conduct business at the meeting.
What are the votes required to elect each director nominee and to approve the other proposals?
Proposal For Your Vote​​Votes Required​​Effect of
Abstentions		​​Effect of Broker
Non-Votes		​
1.​​​Election of directors​​Majority of
votes cast		​​No effect​​No effect​
2.​​​Ratification of the appointment of our independent registered public accounting firm
for 2023		​​Majority of
votes cast		​​No effect​​Brokers have
discretion
to vote		​
3.​​​Approving the compensation of our named executive officers (an advisory, non-binding
“Say on Pay” resolution)		​​Majority of
votes cast		​​No effect​​No effect​
4.​​​Voting on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution)​​Majority of
votes cast		​​No effect​​No effect​
Proposal 1: Election of Directors: Our bylaws provide that a nominee for director in an uncontested election will be elected to our Board if the votes cast for the nominee’s election exceed the votes cast against his or her election. Abstentions from voting and broker non-votes are not treated as votes cast and are not counted for purposes of determining the election of directors. In the event that any nominee does not receive the necessary votes at the annual meeting, he or she must offer his or her resignation promptly pursuant to our Director Resignation Policy. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the offered resignation, or whether to take other action. Our Board will publicly disclose its decision regarding the resignation and the basis for its decision within 90 days after election results are certified.
Other Proposals: Approval of Proposals 2 and 3 require that the votes cast in favor of each such proposal exceed the votes cast against the proposal. As Proposal 3 is an advisory vote, the Board and our Compensation Committee will consider the shareholder vote, but it will not be binding on us. For Proposal 4, there are four choices for shareholders: every year, every two years, every three years, and abstain. The choice that receives the majority of votes cast will be considered approved. As an advisory vote, our Board will consider the frequency that receives the most votes in determining whether to have an advisory “say on pay” vote every year, every two years or every three years, but the vote will not be binding on us. Abstentions from voting and broker non-votes (excluding Proposal 2, for which brokers have discretion to vote) are not treated as votes cast and are not counted in determining the outcome of any of these proposals.

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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 presentedof record, you may revoke your proxy and change your vote at any time before the annual meeting. You may do this by:
•
timely delivering a new valid proxy bearing a later date either by voting online, by telephone or by mail,
​
•
timely delivering a written notice of revocation to our Corporate Secretary addressed to Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, or
​
•
attending the annual meeting and voting online during the meeting.
​
Merely attending the annual meeting will not, by itself, revoke your proxy; you must cast a subsequent vote online during the meeting. Your last valid vote that we receive before or at the annual meeting ifis the vote that will be counted.
If you are a beneficial holder and you hold your shares in street name through a bank, broker or other nominee and desire to revoke your proxy, you must contact your bank, broker or other nominee in order to revoke your proxy or change your vote.
ATTENDING OUR ANNUAL MEETING
​
Why is this year’s annual meeting being held in a virtual-only format?
In support of the convenience of our shareholders and employees, our Board has determined to hold our annual meeting solely by means of remote communication via audio webcast. This is often referred to as a “virtual annual meeting.” The webcast will allow all shareholders to join the meeting, regardless of location. We aim to provide shareholders the same rights and comparable opportunities for participation that have been historically provided at our in-person annual meetings. As with an in-person meeting, you will be able to vote and ask questions during the meeting.
How can I participate in the annual meeting?
This year’s annual meeting will be conducted via audio live webcast. All holders of our common stock are invited to attend our annual meeting.
To attend, vote, and submit questions during our annual meeting, visit https://meetnow.global/M7S5RYS and enter the control number found on your Notice of Internet Availability or on your proxy card. If you do not have a control number, you may still attend the meeting as a guest in listen-only mode, but you will not be able to vote your shares or otherwise participate in the meeting. If you are a beneficial holder that holds your shares in street name through a bank, broker, or other nominee, you must register in advance of the meeting to vote and ask questions during the meeting. To register, you must first obtain a legal proxy from your bank, broker or other nominee, and email the legal proxy to Computershare, our transfer agent, at legalproxy@computershare.com, along with your name and email address and the number of shares of our common stock you held as of the record date. Requests for registration must include the subject line “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on Thursday, April 27, 2023. You will receive a confirmation email from Computershare of your registration and a control number that you can use to vote during the annual meeting.
The live audio webcast of the meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting 15 minutes before the start time. If you experience technical difficulties, you can

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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 hasand the meeting matters, as time permits. Questions and responses may be grouped by topic and substantially similar questions may be grouped and responded to once. Shareholder questions related to personal or customer matters, that are not received noticepertinent to annual meeting matters, or that contain derogatory references to individuals, use offensive language, or are otherwise out of such proposalorder or not suitable for the conduct of the annual meeting will not be addressed during the meeting.
Will I be able to vote my shares during the annual meeting?
You will be able to vote your shares electronically during the annual meeting, except if you hold shares through our Employee Stock Ownership Plan. If you are a beneficial owner, you must first obtain a legal proxy from your bank, broker or other nominee. See “How can I participate in the annual meeting?” for additional information. Please also see “What are the votes required to elect each director nominee and approve the other proposals?” for additional information on voting. As always, we encourage you to vote your shares before the annual meeting.
ADDITIONAL INFORMATION
​
Solicitation of Proxies
We will bear the cost of proxy solicitation. Solicitation is being made by our Board by mail and electronic notice. If sufficient proxies are not returned in response to this deadline,solicitation, supplementary solicitations may also be made by mail, telephone, electronic communication or in writing deliveredperson by directors, officers and employees of the Company, its subsidiaries or affiliates, none of whom will receive additional compensation for these services. We have also engaged Regan & Associates, Inc. to assist us in the Company’s Corporate Secretary.solicitation of proxies for the annual meeting for a fee of approximately $22,500 plus expenses.
ADDITIONAL INFORMATION
“Householding” of Proxy Materials.Materials
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement and annual report addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The CompanyWe and some brokers household proxy materials, delivering a single proxy statement and annual report (with separate proxy cards for each shareholder sharing the same address) to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or the Companyus that your broker or the Companyus will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or the Companyus if you hold registered shares. You may notify the Companyus by sending a written request to our transfer agent, Computershare, at the Company’s Corporate Secretary, Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219.address noted below.
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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 2021Shareholders
Our 2022 Annual Report to Shareholders, including the Company’sour Annual Report on Form 10-K for the year ended December 31, 20212022 (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 20212022 Annual Report to Shareholders are available at: http://www.edocumentview.com/AUB. www.envisionreports.com/AUB. You may also obtain a copy of the Company’s 2021our Annual Report to Shareholders,on Form 10-K, including financial statements and schedules thereto, for the fiscal year ended December 31, 2022, as filed with the SEC (without exhibits), without charge, by sending a written request to: Investor Relations at Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219. The CompanyWe will provide copies of the exhibits to theour Annual Report on Form 10-K for the year ended December 31, 20212022 upon receipt of a request addressed to Investor Relations at the foregoing address and payment of a reasonable fee.


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MMMMMMMMMMMM 000004ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext000000000.000000 ext000000000.000000 ext C123456789000000000.000000 ext000000000.000000 ext000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6UsingProposals — The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals X – X and for every X YEARS on Proposal X. 4. To vote on the frequency of future “Say on 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 03 - 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. Your03RMPC + + The Board of Directors of Atlantic Union Bankshares Corporation (the “Company”) recommends a vote matters – here’s how to vote!You may vote online or by phone instead of mailing this card.Votes submitted online or by phone by ESOP participants must be received by 3:00 p.m., Eastern Time,“FOR” all nominees listed in Proposal 1, “FOR” Proposals 2 and 3 and “EVERY YEAR” on April 28, 2022.OnlineGo to www.envisionreports.com/AUB or scan the QR code — login detailsProposal 4. The proposals are located in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and CanadaSave paper, time and money! Sign up for electronic delivery at www.envisionreports.com/AUB q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q1.Toas follows: A 1. To elect ninetwelve directors to serve until the 20232024 annual meeting of shareholders:ForAgainst AbstainForAgainst AbstainForAgainst Abstain 01- John C. Asbury 04 - Jan S. Hoover 07 - Ronald L. Tillett 02- Patrick E. Corbin 05 - Thomas P. Rohman 08 - Keith L. Wampler 03- Daniel I. Hansen06 - Thomas G. Snead, Jr. 09 - F. Blair Wimbush 2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 ForAgainst AbstainForAgainst Abstain3.To approve, on an advisory (non-binding) basis, the Company’sexecutive compensation 4.To transact such other business as may properly come before the meeting or any adjournments or postponements thereofPlease 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.Datetitle. Date (mm/dd/yyyy) — Please print date below.Signaturebelow. Signature 1 — Please keep signature within the box.Signaturebox. Signature 2 — Please keep signature within the box. C 1234567890J N T1 U P X5 3 6 4 7 6B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 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 our independent registered public accounting firm for the year ending December 31, 2023 3. To approve the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) To transact such other business as may properly come before the meeting or any adjournments or postponements thereof For Against Abstain 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 online or by phone by ESOP participants must be received by 3:00 p.m., Eastern Time, on 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 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" 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 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” all nominees listed in Proposal 1, “FOR” Proposals 2 and 3, and “EVERY YEAR” on Proposal 4. The Proxies are further authorized to vote upon such other business as may properly come before the 2023 Annual Meeting of Shareholders and any postponements or adjournments 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 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 2, 2023. The 2023 Proxy Statement, 2022 Annual Report to Shareholders and Form 10-K and Proxy Card are available at: www.envisionreports.com/AUB The 2023 Annual Meeting of Shareholders of Atlantic Union Bankshares Corporation will be held on Tuesday, May 3, 2022,2, 2023, at 10:00 a.m. Eastern Time, virtually via the Internet at https://meetnow.global/MW9HGLMToM7S5RYS 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. Notice to Atlantic Union Bankshares Corporation ESOP Participants. The shares represented by this proxy include any shares allocated to your account in the Atlantic Union Bankshares Corporation Employee Stock Ownership401(k) Profit Sharing Plan, and Trustwhich includes the employee stock ownership plan (“ESOP”). By signing and returning this proxy or following the instructions for online or telephone voting on the reverse side, you will also be voting all the shares of Atlantic Union Bankshares Corporation allocated to your ESOP account. If you do not vote the shares represented by this proxy, the trustee will vote the shares allocated to your ESOP account in the same proportion as it votes the shares of ESOP participants who have voted, subject to the trustee’s fiduciary duties. You cannot vote your ESOP shares in person at the meeting. Your voting instructions to the ESOP trustee will be held in strict confidence and will not be revealed to any employee or director of the Company.Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held May 3, 2022.The materials are available at: www.envisionreports.com/AUBq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q+Annual Meeting of Shareholders to be held May 3, 2022This Proxy is solicited by the Board of Directors of Atlantic Union Bankshares Corporation.John C. Asbury and Rachael R. Lape, or either of them (each a "Proxy"), with the full power to act alone, the true and lawful attorneys-in-fact of the signing shareholder, each with the power of substitution, are hereby authorized to represent 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 3, 2022 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 all nominees listed in Proposal 1 and FOR Proposals 2 and 3.The Proxies, in their discretion, are further authorized to vote upon such other business as may properly come before the 2022 Annual Meeting of Shareholders and any postponements or adjournments thereof.(Items to be voted appear on reverse side)Change of Address — Please print new address below.Comments — Please print your comments below.Meeting AttendanceMark box to the right if you plan to attend the Annual Meeting.+Company.
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