No fee required.
20, 2019
Bankshares Corporation
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| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 2, 2019 | | |
| | A complete set of proxy materials relating to the Annual Meeting is available on the Internet. These materials, including the notice of annual meeting, proxy statement, proxy card, and the 2018 Annual Report & Form 10-K (the “2018 Annual Report to Shareholders”), may be viewed at: http://www.edocumentview.com/UBSH. | | |
vote in person at the Annual Meeting, you should contact that organization to obtain a legal proxy or broker’s proxy card and bring it to the meeting as proof of your authority to vote the shares. 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.
In accordance
In accordance with the Company’s bylaws, Mr. Armstrong, if elected, will serve until the 2020 annual meeting of shareholders, his mandatory retirement date.
earlier.
where he serves on the audit committee as chairman, CSA Medical, Inc., a privately-held medical device company, Soluable Systems, a privately held company, and several community organizations, including the Community Foundation, the Virginia Historical Society and the Virginia Commonwealth University School of 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 Virginia Commonwealth University (“VCU”).VCU. Mr. Snead was appointed to the Company’s Board of Directors in January 2018 in connection with the Xenith Merger.
Charles W. Steger, 70, Blacksburg, Virginia; president emeritus of Virginia Tech; President of Virginia Tech from 2000 to 2014; member of the Board of Directors of the National Institute of Building Sciences and Chairman of its foundation; Chairman of the Virginia Tech MARG-Swarnabhoomi, India Trust in Chennai, India; member of the Board of Trustees of Randolph-Macon College; member of the Board of Directors of the Virginia Business Higher Education Council; member of the Virginia Western Community College Educational Foundation, Inc.; former member of the Board of Directors of StellarOne Bank; Dr. Steger joined the Company’s Board of Directors in 2014.
On January 1, 2018, Patrick E. Corbin was appointed to the Company’s Board of Directors in connection with the Merger, to serve until the Annual Meeting. Mr. Corbin’s term will expire at the Annual Meeting. If elected, Mr. Corbin will serve until the 2019 annual meeting of shareholders, commensurate with the terms of all Class II directors. No other Class II director’s term expires at the Annual Meeting.
The Board of Directors believes that Mr. Corbin’s qualifications, credentials and business experience, set forth below, provide the reasons why he should continue to serve as a director of the Company.
The persons named in the accompanying proxy will vote for the election of Mr. Corbin unless authority for the nominee is withheld. If for any reason Mr. Corbin 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.
The one nominee for Class II director receiving the greatest number of affirmative votes cast, in person or by proxy, at the Annual Meeting, will be elected.
Patrick E. Corbin, 63, 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 – 2012; served as Chairman of the Board of Directors of Xenith and was a director from 2009 until the Merger; qualifies as an audit committee financial expert under SEC rules; received his B.S. degree in Acquiring from Virginia Tech: Mr. Corbin was appointed to the Company’s Board of Directors in January 2018 in connection with the Merger.
Class II directors are elected to serve until the 2019 annual meeting of shareholders or the director’s mandatory retirement date, whichever date is earlier.
John C. Asbury, 52, 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 Union Bank & Trust (“Union Bank & Trust” or the “Bank”), the Company’s wholly owned bank subsidiary, since October 2016 and President of Union Bank & Trust from October 2016 until September 2017; 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; Senior Vice President at Bank of America in a variety of roles; received his B.S. degree in Business from Virginia Tech and his M.B.A. from The College of William & Mary. Mr. Asbury joined the Company’s Board of Directors in 2016.
L. Bradford Armstrong, 70, Richmond, Virginia; President of Armstrong Partners; Adjunct Faculty at VCU Brandcenter; Visiting Executive Lecturer — The Darden School; former Partner and Group Account Director of The Martin Agency, an international advertising agency and marketing services company, from 2007 to 2015 and from 1994 to 2001; Chairman of the Board of Smart Beginnings Greater Richmond; Board of Directors of the Menokin Foundation; President and Chief Executive Officer of Virginia Performing Arts Foundation, from 2001 to 2006; extensive experience in sales and marketing for more than 35 years; received his B.S. degree in engineering from the University of Virginia and his M.B.A. from its Darden Graduate School of Business. Mr. Armstrong joined the Company’s Board of Directors in 2010.
Glen C. Combs, 71, Roanoke, Virginia; retired; former Vice President of Acosta, Inc., a sales, marketing, and service company for grocery retailers; former President of M&M Brokerage, a food brokerage company that was acquired by Acosta Sales; serves on the boards of several non-profit organizations in the Roanoke, Virginia region; Chairman of the Compensation Committee of Friendship Manor, the largest nursing home in Virginia; serves on the Corporate Governance and Nominating Committee for Petroleum Marketers, a large distributor of petroleum products in Virginia; former member of the Board of Directors of StellarOne Bank; received his degree in Business Administration from Virginia Tech. Mr. Combs joined the Company’s Board of Directors in 2014.
Daniel I. Hansen, 61, 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 serves as a member of the Board of Directors of the Company’s affiliate, Union Mortgage Group, Inc.; 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, 61, Fishersville, Virginia; President of Arehart Associates, Ltd., an accounting services and financial consulting company; more than 35 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. Ms. Hoover joined the Company’s Board of Directors in 2014.
W. Tayloe Murphy, Jr., 85, Warsaw, Virginia; Attorney; Secretary of Natural Resources of the Commonwealth of Virginia from 2002 to 2006; Delegate of the Virginia General Assembly from 1982 to 2000; first elected to the Board of Directors of Northern Neck State Bank in 1966; serves on the Board of Trustees of The Menokin Foundation (Immediate Past President) and the VCU Rice Rivers Center; Honorary Director of the Board of the Alliance for The Chesapeake Bay; Honorary Trustee, Garden Club of Virginia, and Garden Club of the Northern Neck; former trustee of the Chesapeake Bay Foundation; received his B.A. degree from Hampden-Sydney College and his law degree from the University of Virginia. Mr. Murphy joined the Company’s Board of Directors at its inception in 1993.
G. William Beale, 68, Woodford, Virginia; Chief Executive Officer of the Company from February 2010 to January 2017; President of the Company from October 2013 to October 2016; President and Chief Executive Officer of the Company from its inception in 1993 to February 2010; President of Union Bank & Trust, the Company’s wholly owned bank subsidiary, from January 2016 to October 2016; Chief Executive Officer of Union Bank & Trust from February 2010 to October 2016; President and Chief Executive Officer of Union Bank and Trust Company, a predecessor of Union Bank & Trust, from 1991 to 2004; Chair of the Virginia Bankers Association from 2006 to 2007; gubernatorial appointment to the Virginia Economic Development Partnership from 2008 to 2011; Member of the Board of Directors of the American Bankers Association since October 2010; President of The Cincinnati in the State of Virginia; graduate of The Citadel, majoring in business; attended graduate school of banking at Southern Methodist University. Mr. Beale joined the Board of Directors of the Company at its inception in 1993.
Patrick J. McCann, 61,62, Charlottesville, Virginia; Chief Financial Officer of University of Virginia Foundation since 2009; private investor; Senior Finance Executive for Bank of America-Florida Division 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.
Retiring Director
Raymond L. Slaughter reached the mandatory retirement age applicable to directors as established by the Company’s Bylawsbylaws in 2017.2018. Accordingly, Mr. Slaughter retiredCombs and Dr. Smoot will retire from the Company’s Board of Directors effective at thisthe Annual Meeting. Both Mr. Slaughter hasCombs and Dr. Smoot have served as a directordirectors of the Company since 2012.
The Audit Committee also considers whether there should be periodic rotation of the independent registered public accounting firm.
As part of implementing the “say on pay” requirements
Directors has concluded that none of these “independent directors”directors,” including Mr. Clarke, 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.
Because the Company is entrusted with the safeguarding of sensitive information as a financial institution, the 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’s cyber risk profile, enterprise cyber strategy and key cyber initiatives.
The Trust Committee will coordinate with the Risk Committee with respect to oversight of risks relating to the Company’s trust and fiduciary activities.
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 Mr. Asbury, the current members of the Executive Committee are, and the members who served on the Executive Committee during 20172018 were, “independent directors” as defined by applicable NASDAQ rules. There were fivefour meetings of the Executive Committee in 2017;2018; fees were paid to 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 on the Company’s website under “Governance Documents” at:http://investors.bankatunion.com/govdocs.
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 on the Company’s website under “Governance Documents” at:http://investors.bankatunion.com/govdocs.
Committee Member | | | Audit | | | Compensation | | | Executive | | | Nominating and Corporate Governance | | | Risk | | | Trust Committee | | |
L. Bradford Armstrong | | | | | | | | | | | | | | | ✓ | | | ✓ | | |
John C. Asbury | | | | | | | | | ✓ | | | | | | | | | | ||
| | | | | | | | | | | | | | ✓ | | | | |||
Glen C. Combs(2) | | | | | | ✓ | | | | | | | | | | | | | | |
Patrick E. Corbin | | | | | | | | | | | | | | | | | | |||
| ||||||||||||||||||||
Beverley E. Dalton | | | | | | ✓ | | | | | | | | | | | | | | |
Gregory L. Fisher | | | | | | | | | | | | ✓ | | | | | ✓(C) | | ||
Daniel I. Hansen | | | | | | | | | | | | | | | | | | | ||
Jan S. Hoover | | | | | | | | | | | | | | ✓ | | | | | ||
Patrick J. McCann | | | ✓ | | | | | | ✓ | | | | | | | | | | ||
W. Tayloe Murphy, Jr. | | | | | | | | | ✓ | | ✓(C) | | | | | | | |||
Alan W. Myers | | | | | | | | | | | | ✓ | | | | | ✓ | | ||
Thomas P. Rohman | | | | | | ✓ | | | | | ✓ | | | | | | | |||
Linda V. Schreiner | | | | | | ✓ (C) | | ✓ | | | | | | | | | ||||
| ||||||||||||||||||||
Raymond D. Smoot, Jr.(2) | | | | | | | | | ✓(C) | | | | | | | | | | ||
Thomas G. Snead, Jr. | | | | | | | | | | | | | | | ✓ | | | | ||
| ||||||||||||||||||||
Ronald L. Tillett | | | | | | ✓ | | ✓ | | ✓ | | | | | | | ||||
Keith L. Wampler | | | | | | | | | ✓ | | | | | ✓(C) | | | | |||
F. Blair Wimbush | | | | | | ✓ | | | | | | | | | | | | ✓ | |
as all other director candidates considered by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee received no director candidatescandidate recommendations from any shareholder relating to the Annual Meeting.
Dr. Smoot currently serves as a director of RGC Resources, Inc., a publicly traded diversified energy company.
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 ($) | | |||||||||||||||
L. Bradford Armstrong | | | | | 38,000 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 84,263 | | |
G. William Beale(4) | | | | | 27,417 | | | | | | 33,767 | | | | | | 2,211 | | | | | | 732,746(5) | | | | | | 796,141 | | |
Glen C. Combs | | | | | 38,000 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 84,263 | | |
Patrick E. Corbin | | | | | 38,000 | | | | | | 55,010 | | | | | | — | | | | | | — | | | | | | 93,010 | | |
Beverley E. Dalton | | | | | 38,000 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 84,263 | | |
Gregory L. Fisher | | | | | 38,000 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 84,263 | | |
Daniel I. Hansen(6) | | | | | 38,600 | | | | | | 48,014 | | | | | | 10,685 | | | | | | — | | | | | | 97,299 | | |
Jan S. Hoover | | | | | 46,000 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 92,263 | | |
Patrick J. McCann | | | | | 58,500 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 104,763 | | |
W. Tayloe Murphy, Jr. | | | | | 49,750 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 96,013 | | |
Alan W. Myers(6) | | | | | 38,400 | | | | | | 48,013 | | | | | | — | | | | | | — | | | | | | 86,413 | | |
Thomas P. Rohman | | | | | 46,000 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 92,263 | | |
Linda V. Schreiner | | | | | 52,750 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 99,013 | | |
Raymond L. Slaughter(4)(6) | | | | | 16,500 | | | | | | 8,747 | | | | | | — | | | | | | — | | | | | | 25,247 | | |
Raymond D. Smoot, Jr. | | | | | 113,000 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 159,263 | | |
Thomas G. Snead, Jr. | | | | | 38,000 | | | | | | 55,010 | | | | | | — | | | | | | — | | | | | | 93,010 | | |
Charles W. Steger(4) | | | | | 16,500 | | | | | | 8,747 | | | | | | — | | | | | | — | | | | | | 25,247 | | |
Ronald L Tillett | | | | | 69,000 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 115,263 | | |
Keith L. Wampler | | | | | 53,500 | | | | | | 46,263 | | | | | | — | | | | | | — | | | | | | 99,763 | | |
F. Blair Wimbush(4) | | | | | 20,167 | | | | | | 37,498 | | | | | | — | | | | | | — | | | | | | 57,665 | | |
Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | Total ($) | ||||||||||||
L. Bradford Armstrong(3) | 33,000 | 34,960 | — | 67,960 | ||||||||||||
G. William Beale | 16,667 | 32,085 | 2,183 | 50,935 | ||||||||||||
Glen C. Combs | 33,000 | 34,960 | — | 67,960 | ||||||||||||
Patrick E. Corbin(5) | — | — | — | — | ||||||||||||
Beverley E. Dalton | 33,000 | 34,960 | — | 67,960 | ||||||||||||
Gregory L. Fisher | 33,000 | 34,960 | — | 67,960 | ||||||||||||
Daniel I. Hansen(4) | 33,800 | 38,449 | — | 72,249 | ||||||||||||
Jan S. Hoover | 41,000 | 34,960 | — | 75,960 | ||||||||||||
Patrick J. McCann | 51,000 | 34,960 | — | 85,960 | ||||||||||||
W. Tayloe Murphy, Jr. | 43,500 | 34,960 | — | 78,460 | ||||||||||||
Alan W. Myers(4) | 33,800 | 38,449 | — | 72,249 | ||||||||||||
Thomas P. Rohman | 38,333 | 34,960 | — | 73,293 | ||||||||||||
Linda V. Schreiner | 40,667 | 34,960 | — | 75,627 | ||||||||||||
Raymond L. Slaughter(3)(4) | 41,800 | 38,449 | — | 80,249 | ||||||||||||
Raymond D. Smoot | 108,000 | 34,960 | — | 142,960 | ||||||||||||
Thomas G. Snead, Jr.(5) | — | — | — | — | ||||||||||||
Charles W. Steger | 33,000 | 34,960 | — | 67,960 | ||||||||||||
Ronald L Tillett | 64,166 | 34,960 | — | 99,126 | ||||||||||||
Keith L. Wampler(3) | 46,000 | 34,960 | — | 80,960 |
| | | 2018 | | | 2017 | | ||||||
Audit fees(1) | | | | $ | 1,482,450 | | | | | $ | 854,700 | | |
Audit-related fees(2) | | | | | — | | | | | | 37,500 | | |
Tax fees(3) | | | | | 317,387 | | | | | | 330,000 | | |
Total | | | | $ | 1,799,837 | | | | | $ | 1,222,200 | | |
|
2017 | 2016 | |||||||
Audit fees(1) | $ | 854,700 | $ | 794,317 | ||||
Audit-related fees(2) | 37,500 | 35,000 | ||||||
Tax fees(3) | 330,000 | 10,499 | ||||||
Total | $ | 1,222,200 | $ | 839,816 |
The
The
compatible with maintaining the firm’s independence, prior to reappointment.independence. The results of all Public Company Accounting Oversight Board (United States) (“PCAOB”) examinations are discussed with registered public accountants, EY,the firm as part of this process. The Audit Committee also provides input to the independent registered public accounting firm with regards to engagement partner selection.
the end of the year.
Name (Age) | | | Title and Principal Occupation During at Least the Past Five Years | |
John C. Asbury | | | Chief Executive Officer of the Company since January 2017 and President | |
| ||||
Robert M. Gorman | | | Executive Vice President 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 the Company’s affiliate, Old Dominion Capital Management, Inc. | |
| | President of | | |
David V. Ring (55) | | | Executive Vice President and Commercial Banking Group Executive since joining the Company in September 2017; Greater New York & Connecticut Region Manager. | |
M. Dean Brown | | | Executive Vice President and Chief Information Officer & Head of Bank Operations since joining the Company in February 2015; Chief Information and Back Office Operations 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. | |
Name | | | Shares of Common Stock | | | Shares Subject to Exercisable Options | | | Total Number of Shares Beneficially Owned | | | Percent of Common Stock | | ||||||||||||
Directors: | | | | | | | | | | | | | | | | | | | | | | | | | |
L. Bradford Armstrong | | | | | 12,509(1) | | | | | | — | | | | | | 12,509 | | | | | | * | | |
Michael W. Clarke | | | | | 678,532(2) | | | | | | 20,625 | | | | | | 699,157 | | | | | | * | | |
Glen C. Combs | | | | | 47,907(3) | | | | | | — | | | | | | 47,907 | | | | | | * | | |
Patrick E. Corbin | | | | | 32,600(4) | | | | | | — | | | | | | 32,600 | | | | | | * | | |
Beverley E. Dalton | | | | | 18,951 | | | | | | — | | | | | | 18,951 | | | | | | * | | |
Gregory L. Fisher | | | | | 17,605 | | | | | | — | | | | | | 17,605 | | | | | | * | | |
Daniel I. Hansen | | | | | 143,030(5) | | | | | | — | | | | | | 143,030 | | | | | | * | | |
Jan S. Hoover | | | | | 22,592 | | | | | | — | | | | | | 22,592 | | | | | | * | | |
Patrick J. McCann | | | | | 20,294(6) | | | | | | — | | | | | | 20,294 | | | | | | * | | |
W. Tayloe Murphy, Jr. | | | | | 161,987(7) | | | | | | — | | | | | | 161,987 | | | | | | * | | |
Alan W. Myers | | | | | 28,881(8) | | | | | | — | | | | | | 28,881 | | | | | | * | | |
Thomas P. Rohman | | | | | 9,027 | | | | | | — | | | | | | 9,027 | | | | | | * | | |
Linda V. Schreiner | | | | | 8,717 | | | | | | — | | | | | | 8,717 | | | | | | * | | |
Raymond D. Smoot, Jr. | | | | | 34,182 | | | | | | — | | | | | | 34,182 | | | | | | * | | |
Thomas G. Snead, Jr. | | | | | 39,098 | | | | | | — | | | | | | 39,098 | | | | | | * | | |
Ronald L. Tillett | | | | | 30,319(9) | | | | | | — | | | | | | 30,319 | | | | | | * | | |
Keith L. Wampler | | | | | 19,140(10) | | | | | | — | | | | | | 19,140 | | | | | | * | | |
F. Blair Wimbush | | | | | 2,525 | | | | | | — | | | | | | 2,525 | | | | | | * | | |
Named Executive Offıcers: | | | | | | | | | | | | | | | | | | | | | | | | | |
John C. Asbury | | | | | 45,056(11) | | | | | | — | | | | | | 45,056 | | | | | | * | | |
Robert M. Gorman | | | | | 34,341(12) | | | | | | — | | | | | | 34,341 | | | | | | * | | |
Maria P. Tedesco | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
David V. Ring | | | | | 7,456(13) | | | | | | — | | | | | | 7,456 | | | | | | | | |
M. Dean Brown | | | | | 20,847(14) | | | | | | — | | | | | | 20,847 | | | | | | * | | |
All other executive offıcers | | | | | 39,968(15) | | | | | | 3,277 | | | | | | 43,245 | | | | | | * | | |
All current executive offıcers and directors as a group: (26 persons) | | | | | 1,475,564 | | | | | | 23,902 | | | | | | 1,499,466 | | | | | | 1.8% | | |
Name | Shares of Common Stock | Shares Subject to Exercisable Options | Total Number of Shares Beneficially Owned | Percent of Common Stock | ||||||||||||
Directors: | ||||||||||||||||
L. Bradford Armstrong | 13,611 | (1) | — | 13,611 | * | |||||||||||
Glen C. Combs | 46,835 | (2) | — | 46,835 | * | |||||||||||
Patrick E. Corbin | 31,292 | (3) | — | 31,292 | * | |||||||||||
Beverley E. Dalton | 17,643 | — | 17,643 | * | ||||||||||||
Gregory L. Fisher | 16,297 | — | 16,297 | * | ||||||||||||
Daniel I. Hansen | 140,184 | (4) | — | 140,184 | * | |||||||||||
Jan S. Hoover | 20,577 | — | 20,577 | * | ||||||||||||
Patrick J. McCann | 18,986 | (5) | — | 18,986 | * | |||||||||||
W. Tayloe Murphy, Jr. | 160,679 | (6) | — | 160,679 | * | |||||||||||
Alan W. Myers | 27,113 | (7) | — | 27,113 | * | |||||||||||
Thomas P. Rohman | 7,525 | — | 7,525 | * | ||||||||||||
Linda V. Schreiner | 7,409 | — | 7,409 | * | ||||||||||||
Raymond L. Slaughter | 16,409 | (8) | — | 16,409 | * | |||||||||||
Raymond D. Smoot, Jr. | 32,295 | — | 32,295 | * | ||||||||||||
Thomas G. Snead, Jr. | 37,790 | — | 37,790 | * | ||||||||||||
Charles W. Steger | 16,904 | — | 16,904 | * | ||||||||||||
Ronald L. Tillett | 30,460 | (9) | — | 30,460 | * | |||||||||||
Keith L. Wampler | 17,832 | (10) | — | 17,832 | * |
Name | Shares of Common Stock | Shares Subject to Exercisable Options | Total Number of Shares Beneficially Owned | Percent of Common Stock | ||||||||||||
Named Executive Officers: | ||||||||||||||||
John C. Asbury | 33,750 | (11) | — | 33,750 | * | |||||||||||
G. William Beale | 137,772 | (12) | 49,569 | 187,341 | * | |||||||||||
Robert M. Gorman | 26,874 | (13) | — | 26,874 | * | |||||||||||
John G. Stallings, Jr. | 13,753 | (14) | — | 13,753 | * | |||||||||||
M. Dean Brown | 18,776 | (15) | — | 18,776 | * | |||||||||||
Elizabeth M. Bentley | 25,241 | (16) | — | 25,241 | * | |||||||||||
D. Anthony Peay | 47,911 | (17) | 22,138 | 70,049 | * | |||||||||||
All other executive officers | 41,428 | (18) | 3,277 | 44,705 | * | |||||||||||
All current executive officers and directors as a group: (26 persons) | 1,006,877 | 74,984 | 1,081,861 | 1.64 | % | |||||||||||
5% Shareholders: | ||||||||||||||||
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 | 3,680,435 | 3,680,435 | (19) | 8.42 | %(19) | |||||||||||
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | 2,930,406 | 2,930,406 | (20) | 6.7 | %(20) | |||||||||||
CapGen Capital Group VI LP 120 West 45th Street, Suite 1010 New York, New York 10036 | 4,779,460 | 4,779,460 | (21) | 7.3 | %(21) |
Name | Shares of Common Stock | | | Shares Subject to Exercisable Options | | | Total Number of Shares Beneficially Owned | | | Percent of Common Stock | | ||||||||||||||
5% Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | |
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 | | | | | 4,308,495 | | | | | | — | | | | | | 4,308,495(16) | | | | | | 6.5%(16) | | |
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | | | | | 4,573,443 | | | | | | — | | | | | | 4,573,443(17) | | | | | | 6.9%(17) | | |
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | | | 5,633,868 | | | | | | — | | | | | | 5,633,868(18) | | | | | | 8.5%(18) | | |
Wellington Management Group LLP 280 Congress Street Boston, Massachusetts 02210 | | | | | 4,240,738 | | | | | | — | | | | | | 4,240,738(19) | | | | | | 6.4%(19) | | |
As this section and the compensation tables for the NEOs are focused on the compensation for 2017, unless otherwise noted, references to the CEO below are to Mr. Asbury, as he held the position of CEO of the Company for the majority of the year.
Mr. Peay retired his position as an executive officer of the Company and CBO effective August 31, 2017. Ms. Bentley resigned as an executive officer of the Company and CRO effective December 31, 2017. Details regarding the severance agreements entered into between the Company and Mr. Peay and Ms. Bentley are provided under the section titled “Executive Agreements.”
In this Compensation Discussion and Analysis, the Company’s executive officers, including, but not limited to, the NEOs are sometimes referred to as the “Executive Group.” This section of the proxy statement is intended to inform shareholders about certain incentive compensation plans as well as components of compensation paid to the NEOs. Following the Compensation Discussion and Analysis, the Company provides 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.
The Compensation Committee values the input of the Company’s shareholders regarding the design and effectiveness of the Company’s compensation programs for its executives.
The Compensation Committee took into accountconsidered the result of the shareholder vote in determining executive compensation policies and decisions since the 20172018 annual meeting. The Compensation Committee viewed the vote as an expression of the shareholders’ overall satisfaction with the Company’s current
executive compensation programs. Nonetheless, because market practice and the Company’s business needs continue to evolve, the Compensation Committee continually evaluates the compensation programs and makes changes when warranted.
performance.
Below are some highlights of the Company’s executive compensation programs for 2017:
| | What the Company Does | | |
| | Pay for Performance • The Company bases its annual incentive compensation programs on the achievement of key performance measures that are tied directly to the business strategy and shareholder value. • Performance share units deliver value to executives according to pre-determined financial metrics, to the extent performance goals are achieved. | | |
| | Emphasize Long-term Performance • Equity programs reward performance over a three or four-year time horizon. | | |
| | Stock Ownership Commitment • Stock ownership guidelines generally align the interests of management with the interests of shareholders. | | |
| | Clawbacks • The Compensation Clawback Policy requires the recoupment of any excess incentive compensation paid to the NEOs, other executive officers or other recipients of incentive-based compensation if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws. | | |
| | Risk Management • The Company’s compensation plans are evaluated annually by the Company’s risk management group as part of the Company’s enterprise risk management reviews. The reviews are intended to identify areas of potential risk and opportunity that can be discussed with management or | | |
| | the Compensation Committee. The Compensation Committee reviews the results of the risk reviews as part of its effort to ensure the compensation plans do not encourage imprudent risk taking. • All executive compensation incentive program payouts and awards are reviewed by the Company’s internal audit department personnel prior to approval by the Compensation Committee. | | |
| | Compensation Benchmarking • The Company uses a defined peer group for benchmarking, and the Compensation Committee annually reviews the peer group to ensure ongoing relevance of each selected peer. | | |
| | Engage 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 • Effective July 1, 2018, the Company amended its Insider Trading Policy to prohibit 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 revised Policy discourages all employees and prohibits “Section 16 Insiders” and “Covered Persons” (as designated in the 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 limits the use of employment agreements to the CEO and CFO. All other executives are covered under the Company’s Executive Severance Plan. | | |
| | No Golden Parachute Tax Gross-ups • The Company does not allow for tax gross-ups under employment agreements or other severance plans. | | |
| | No “Single Trigger” Events • Vesting connected with a change in control requires a qualifying termination of employment. | | |
| | No Multi-year Compensation Guarantees • No agreement or other plan of the Company provides for any multi-year compensation guarantees. | | |
| | No Unearned Dividends Paid • The Company does not accrue or pay dividend equivalents on performance-based awards during performance periods. | | |
Company’s peer group that utilized as the primary criteria for inclusion publicly traded U.S. banks with assets as of the end of the firstsecond quarter of 20162017 ranging from approximately 50% to 200% of the Company’s asset size. The Compensation Committee considered the “compatibility” and “comparability” of each company when selecting the 20172018 peer group. The Compensation Committee reviewed, 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.
BancorpSouth Bank | | NBT Bancorp Inc. | | ||
Berkshire Hills Bancorp, Inc. | | ||||
| Old National Bancorp | | |||
Chemical Financial Corporation | | | Pinnacle Financial Partners, Inc. | ||
Community Bank System, Inc. | | ||||
| Simmons First National Corporation | | |||
Customers Bancorp, Inc. | | | South State Corporation | ||
FCB Financial Holdings, Inc.(1) | | Sterling Bancorp | | ||
| First Midwest Bancorp, Inc. | | | TowneBank | |
| Fulton Financial Corporation | | | Trustmark Corporation | |
| Great Western Bancorp, Inc. | | | UMB Financial Corporation | |
| Home BancShares, Inc. | | | United Bankshares, Inc. | |
MB Financial, | | | WesBanco, Inc. | ||
|
arrangements to ensure that such arrangements do not encourage the NEOs to take unnecessary andor excessive risks that would threatenhave a material adverse effect on the value of the Company.
2018.
Element | | | Percent of Median | | |||
Base Salaries | | | | 101% | | | |
Target Total Cash Compensation | | | | 96% | | | |
Target Total Direct Compensation | | | | 96% | | |
Name | | | 2018 Base Salary | | | % Increase from 2017 | | ||||||
John C. Asbury | | | | $ | 679,250 | | | | | | 4.5% | | |
Robert M. Gorman | | | | $ | 385,295 | | | | | | 3.0% | | |
Maria P. Tedesco(1) | | | | $ | 450,000 | | | | n/a | | |||
David V. Ring | | | | $ | 370,800 | | | | | | 3.0% | | |
M. Dean Brown | | | | $ | 342,034 | | | | | | 3.0% | | |
Name | 2017 Base Salary | % Increase from 2016 | ||||||
John C. Asbury | $ | 650,000 | 0.0 | % | ||||
G. William Beale | $ | 725,000 | 0.0 | % | ||||
Robert M. Gorman | $ | 374,073 | 3.0 | % | ||||
John G. Stallings, Jr.(1) | $ | 400,000 | n/a | |||||
M. Dean Brown | $ | 332,072 | 3.0 | % | ||||
Elizabeth M. Bentley | $ | 286,004 | 3.0 | % | ||||
D. Anthony Peay | $ | 379,802 | 3.0 | % |
MIP.
Based on the Compensation Committee’s August 2016October 2017 executive compensation review indicating that actualtargeted total cash compensation of the Company’s executives was aligned with the market median of the Company’s compensation peer group, the Compensation Committee made nodid not recommend to the Board for approval any changes to the short-term incentive target opportunities for each NEO under the MIPNEOs, with the exception of Mr. Asbury, for 2017.2018. Given the positioning of the CEO’s pay relative to the market median for the peer group, and performance during his first year in the role, the Compensation Committee approved and recommended to the Board for approval an increase in Mr. Asbury’s short-term incentive target from 75% of year-end base salary in 2017 to 85% for 2018. Listed below are each NEO’s targeted percentages and weightings for the 20172018 MIP:
Name | | | Target as a Percentage of Base Salary | | | Corporate Goal Weighting | | | Individual/ Divisional Goal Weighting | | |||||||||
John C. Asbury | | | | | 85% | | | | | | 80% | | | | | | 20% | | |
Robert M. Gorman | | | | | 50% | | | | | | 80% | | | | | | 20% | | |
Maria P. Tedesco(1) | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
David V. Ring | | | | | 45% | | | | | | 40% | | | | | | 60% | | |
M. Dean Brown | | | | | 45% | | | | | | 60% | | | | | | 40% | | |
Name | Target as a Percentage of Base Salary | Corporate Goal Weighting | Individual/ Divisional Goal Weighting | |||||||||
John C. Asbury | 75 | % | 100 | % | 0 | % | ||||||
G. William Beale(1) | n/a | n/a | n/a | |||||||||
Robert M. Gorman | 50 | % | 80 | % | 20 | % | ||||||
John G. Stallings, Jr.(2) | 50 | % | 80 | % | 20 | % | ||||||
M. Dean Brown | 45 | % | 60 | % | 40 | % | ||||||
Elizabeth M. Bentley(3) | 40 | % | 100 | % | 0 | % | ||||||
D. Anthony Peay(2)(3) | 45 | % | 100 | % | 0 | % |
The
Corporate Performance Measure | | | Weighting | | | Threshold | | | Target | | | Superior | | ||||||||||||
Net Operating Income | | | | | 25% | | | | | $ | 134,610 | | | | | $ | 164,159 | | | | | $ | 180,575 | | |
Q4’18 Annualized ROA(1) | | | | | 20% | | | | | | 1.00% | | | | | | 1.30% | | | | | | 1.50% | | |
Q4’18 Annualized ROTCE(1) | | | | | 30% | | | | | | 12.0% | | | | | | 15.0% | | | | | | 17.0% | | |
Q4’18 Annualized Efficiency Ratio(1) | | | | | 25% | | | | | | 60.4% | | | | | | 55.0% | | | | | | 52.0% | | |
| | | 100% | | | | | | | | | | | | | | | | | | | |
Corporate Performance Measure | Weighting | Threshold | Target | Superior | ||||||||||||
Net Operating Income | 40 | % | $ | 80,000 | $ | 85,996 | $ | 90,000 | ||||||||
Low Cost Deposits | 20 | % | $ | 5,280,680 | $ | 5,444,000 | $ | 5,716,200 | ||||||||
Total Loans | 20 | % | $ | 6,622,450 | $ | 6,971,000 | $ | 7,249,840 | ||||||||
Efficiency Ratio | 20 | % | 63.30 | % | 61.78 | % | 60.10 | % | ||||||||
100 | % |
The
Mr. Gorman’s individual goals for 20172018 were based on a combination of net interest margin, stock price performance against select regional banking peers, execution of identified efficiency projects,leading and leadership of bothsupporting the M&A executionmerger and acquisition strategy and successfully integrating all accounting operations, reporting and treasury functions. In addition, Mr. Gorman was expected to lead the refresh ofexecutive leadership team through a comprehensive strategic planning process to develop the Company’s three-year strategic plan.
Asplan for 2019-2021. In addition, Mr. StallingsGorman’s goals included holding the Company’s first investor day for Wall Street analysts/investors to build the “new” Company message, and effectively executing and coordinating the secondary public common stock offering in support of exiting former Xenith private equity shareholders.
an improved pipeline tracking system and the implementation of a consistent sales process with improved client relationship management.
In light of Ms. Bentley’s separation from the Company and Mr. Peay’s retirement during 2017, the Compensation Committee approved, and stipulated in their respective severance agreements, that payment of any MIP award for 2017 would be based solely on achievement of the specified MIP corporate goals.
2018.
Corporate Performance Measure | | | Weighting | | | Actual Results | | | Achievement % | | | Payout % | | |||||||||||||||
Net Operating Income(1) | | | | | 25% | | | | | $ | 167,091 | | | | Slightly above target | | | | | 102% | | | | | | 111% | | |
Q4’18 Annualized ROA(2) | | | | | 20% | | | | | | 1.33% | | | | Slightly above target | | | | | 103% | | | | | | 109% | | |
Q4’18 Annualized ROTCE(3) | | | | | 30% | | | | | | 16.93% | | | | Slightly less than superior | | | | | 113% | | | | | | 148% | | |
Q4’18 Annualized Efficiency Ratio(4) | | | | | 25% | | | | | | 51.55% | | | | Above superior | | | | | 107% | | | | | | 150% | | |
| | | | | 100% | | | | | | | | | | | | | | | | | | | | | 132% | | |
Corporate Performance Measure | Weighting | Actual Results(1) | Achievement % | Payout % | ||||||||||||||||
Net Operating Income | 40 | % | $ | 85,220 | Between Threshold & Target | 99 | % | 88 | % | |||||||||||
Low Cost Deposits | 20 | % | $ | 5,663,072 | Between Target & Superior | 102 | % | 131 | % | |||||||||||
Total Loans | 20 | % | $ | 7,141,552 | Between Target & Superior | 104 | % | 140 | % | |||||||||||
Efficiency Ratio | 20 | % | 62.72 | % | Between Threshold & Target | 99 | % | 45 | % | |||||||||||
100 | % | 98 | % |
Name | | | Actual Results | | | Payout % | |
John C. Asbury | | Achieved superior performance in his ability to execute on the strategic priorities and to deliver on the vision for the Company. Also recognized for his achievements with respect to leadership and people management, internal and external relationship building and strong operating metrics. | |||||
| |||||||
Robert M. Gorman | | Achieved superior performance | | | 150% | | |
Maria P. Tedesco | | | N/A | | | N/A | |
Name | | | Actual Results | | | Payout % | |
David V. Ring | | | Achieved superior performance across all objectives including combined loan and | | |||
150% | |||||||
M. Dean Brown | | Achieved above target and/or superior performance on all objectives for the | | ||||
140% | |||||||
Name | | | Payout | | | % of Base Salary | | ||||||
John C. Asbury | | | | $ | 782,904 | | | | | | 115.26% | | |
Robert M. Gorman | | | | $ | 261,230 | | | | | | 67.80% | | |
Maria P. Tedesco | | | | | N/A | | | | | | N/A | | |
David V. Ring | | | | $ | 238,276 | | | | | | 64.26% | | |
M. Dean Brown | | | | $ | 208,093 | | | | | | 60.84% | | |
Name | Payout | % of Base Salary | ||||||
John C. Asbury | $ | 479,816 | 74 | % | ||||
G. William Beale | N/A | N/A | ||||||
Robert M. Gorman | $ | 192,908 | 52 | % | ||||
John G. Stallings, Jr. | $ | 56,506 | 57 | % | ||||
M. Dean Brown | $ | 166,698 | 50 | % | ||||
Elizabeth M. Bentley | $ | 112,598 | 39 | % | ||||
D. Anthony Peay | $ | 112,145 | 44 | % |
Plan
2003 Stock Incentive Plan (“2003 SIP”). One of the Company’s former equity compensation plans used for granting stock awards to eligible employees of the Company and its subsidiaries in the form of incentive stock options, nonqualified stock options, stock appreciation rights and restricted stock. The 2003 SIP terminated on June 30, 2013, and no awards were made after that date. Awards made prior to the 2003 SIP’s termination date, and outstanding on that date, remain valid in accordance with their terms.
Union Bankshares Corporation Stock and Incentive Plan (“UBC SIP”). The Company’s current equity compensation plan is the UBC SIP,, previously known as the 2011 Stock Incentive Plan. The UBC SIP was originally adopted by the Board of Directors and approved by the shareholders in 2011 but was amended and restated by the Board of Directors on January 29, 2015 and became effective April 21, 2015, when approved by the Company’s shareholders. The UBC SIP makes available up to 2,500,000 shares of the Company’s common stock available for granting stock awards in the form of stock options, restricted stock, restricted stock units, stock awards, performance share units and performance cash awards to eligible employees and non-employee directors of the Company and its subsidiaries. The Compensation Committee administers the UBC SIP and has discretion with respect to determining whether, when, and to whom awards may be granted. The Compensation Committee also determines the terms and conditions for each such award, including any vesting schedule, subject in the case of NEOs to Board approval. As of December 31, 2017,2018, there were 1,560,7281,300,663 shares remaining in the UBC SIP for specific grants and awards.
Board.
Name | Restricted Stock | Performance Share Opportunity(1) | ||||||
John C. Asbury | 7,416 | 7,416 | ||||||
G. William Beale(2) | n/a | n/a | ||||||
Robert M. Gorman | 2,511 | 2,511 | ||||||
John G. Stallings, Jr.(3) | n/a | n/a | ||||||
M. Dean Brown | 2,006 | 2,006 | ||||||
Elizabeth M. Bentley | 1,536 | 1,536 | ||||||
D. Anthony Peay | 2,294 | 2,294 |
Name | | | Restricted Stock | | | Performance Share Opportunity(1) | | ||||||
John C. Asbury | | | | | 10,897 | | | | | | 10,897 | | |
Robert M. Gorman | | | | | 3,606 | | | | | | 3,606 | | |
Maria P. Tedesco(2) | | | | | n/a | | | | | | n/a | | |
David V. Ring | | | | | 2,726 | | | | | | 2,726 | | |
M. Dean Brown | | | | | 2,515 | | | | | | 2,515 | | |
During 2017, upon the recommendation of the CEO, the Compensation Committee and the Company’s Board of Directors, in an effort to reward past performance and encourage the retention and commitment of key positions, approved on April 26, 2017 and May 2, 2017 respectively, restricted stock awards to members of the Executive Group as set forth in the chart below. The awards were issued under the UBC SIP and have a vesting period of two years.
In addition, in connection with hisher offer of employment with the Company, Mr. StallingsMs. Tedesco was awarded a restricted stock grant on November 1, 2017 with a three-year vesting period. He was also awarded performance share units with a three-year performance period ending October 31, 20202021 based on the measure of relative total shareholder return (“TSR”)TSR versus the total shareholder returnTSR of banks comprising the KBW Regional Banking Index. The chart below shows the 2017 restricted stock and2018 performance share unit awards awarded to Mr. Stallings:
Name | Restricted Stock | Performance Share Opportunity(1) | ||||||
John G. Stallings, Jr. | 8,209 | 4,398 |
Name | Performance Share Opportunity(1) | | |||||
Maria P. Tedesco | | | | | 8,671 | | |
Participant | | | Value of Shares Owned | |
Chief Executive Officer | | | 3x Base Salary | |
Bank President | | | 2x Base Salary | |
Chief Financial Officer | | | 2x Base Salary | |
Other | | | 1x Base Salary | |
Element | | | Percent of Median | | |||
Base Salaries | | | | | 91% | | |
Actual Total Cash Compensation | | | | | 85% | | |
Target Total Cash Compensation | | | | | 90% | | |
Target Total Direct Compensation | | | | | 88% | | |
Name | | | 2019 Base Salary | | | 2019 % Increase | | ||||||
John C. Asbury | | | | $ | 800,000 | | | | | | 17.8% | | |
Robert M. Gorman | | | | $ | 412,266 | | | | | | 7.0% | | |
Maria P. Tedesco | | | | $ | 470,250 | | | | | | 4.5% | | |
David V. Ring | | | | $ | 381,924 | | | | | | 3.0% | | |
M. Dean Brown | | | | $ | 359,136 | | | | | | 5.0% | | |
Name | | | 2019 Short-Term Target as % of Base Salary | | | 2019 Long-Term Target as % of Base Salary | | ||||||
John C. Asbury | | | | | 85% | | | | | | 125% | | |
Robert M. Gorman | | | | | 50% | | | | | | 85% | | |
Maria P. Tedesco | | | | | 60% | | | | | | 90% | | |
David V. Ring | | | | | 45% | | | | | | 60% | | |
M. Dean Brown | | | | | 45% | | | | | | 55% | | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards(1) ($) | | | Option Awards ($) | | | Non- Equity Incentive Plan Compensation (MIP)(2) ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation(3) ($) | | | Total ($) | | |||||||||||||||||||||||||||
John C. Asbury(4) President and Chief Executive Officer, Union Bankshares Corporation and Chief Executive Officer, Union Bank & Trust | | | | | 2018 | | | | | | 674,375 | | | | | | — | | | | | | 815,096 | | | | | | — | | | | | | 782,904 | | | | | | — | | | | | | 60,129 | | | | | | 2,332,504 | | |
| 2017 | | | | | 650,000 | | | | | | — | | | | | | 552,492 | | | | | | — | | | | | | 479,816 | | | | | | — | | | | | | 48,698 | | | | | | 1,731,006 | | | |||||
| 2016 | | | | | 164,962 | | | | | | 300,000 | | | | | | 1,049,990 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,110 | | | | | | 1,537,062 | | | |||||
Robert M. Gorman EVP and Chief Financial Officer, Union Bankshares Corporation | | | | | 2018 | | | | | | 383,425 | | | | | | — | | | | | | 269,729 | | | | | | — | | | | | | 261,230 | | | | | | — | | | | | | 29,761 | | | | | | 944,145 | | |
| 2017 | | | | | 372,257 | | | | | | — | | | | | | 243,676 | | | | | | — | | | | | | 192,908 | | | | | | — | | | | | | 30,029 | | | | | | 838,870 | | | |||||
| 2016 | | | | | 361,415 | | | | | | — | | | | | | 181,593 | | | | | | — | | | | | | 219,622 | | | | | | — | | | | | | 29,370 | | | | | | 792,000 | | | |||||
Maria P. Tedesco(4) EVP, Union Bankshares Corporation and President, Union Bank & Trust | | | | | 2018 | | | | | | 114,375 | | | | | | 100,000 | | | | | | 300,017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 314,838 | | | | | | 829,230 | | |
| 2017 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||||
| 2016 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||||
David V. Ring(4) EVP, Union Bankshares Corporation and Commercial Banking Group Executive, Union Bank & Trust | | | | | 2018 | | | | | | 369,000 | | | | | | 75,000 | | | | | | 203,905 | | | | | | — | | | | | | 238,276 | | | | | | — | | | | | | 112,584 | | | | | | 998,765 | | |
| 2017 | | | | | 94,500 | | | | | | — | | | | | | 75,008 | | | | | | — | | | | | | 43,433 | | | | | | — | | | | | | 3,105 | | | | | | 216,046 | | | |||||
| 2016 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||||
M. Dean Brown EVP, Union Bankshares Corporation and Chief Information Officer & Head of Banking Operations, Union Bank & Trust | | | | | 2018 | | | | | | 340,374 | | | | | | — | | | | | | 188,122 | | | | | | — | | | | | | 208,093 | | | | | | — | | | | | | 42,188 | | | | | | 778,777 | | |
| 2017 | | | | | 330,460 | | | | | | — | | | | | | 149,447 | | | | | | — | | | | | | 166,698 | | | | | | — | | | | | | 28,344 | | | | | | 674,949 | | | |||||
| 2016 | | | | | 320,333 | | | | | | — | | | | | | 145,085 | | | | | | — | | | | | | 182,377 | | | | | | — | | | | | | 207,313 | | | | | | 855,108 | | |
| | | 2018 | | | 2017 | | | 2016 | | |||||||||
Asbury | | | | $ | 815,096 | | | | | $ | 552,492 | | | | | $ | 1,260,000 | | |
Gorman | | | | $ | 269,728 | | | | | $ | 187,070 | | | | | $ | 181,594 | | |
Tedesco | | | | $ | 600,034 | | | | | | — | | | | | | — | | |
Ring | | | | $ | 203,904 | | | | | | — | | | | | | — | | |
Brown | | | | $ | 188,122 | | | | | $ | 149,448 | | | | | $ | 145,084 | | |
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 | | | | | 11,000 | | | | | | 22,932 | | | | | | 4,305 | | | | | | — | | | | | | 21,892 | | | | | | 60,129 | | |
Robert M. Gorman | | | | | 11,000 | | | | | | 14,184 | | | | | | 4,305 | | | | | | 272 | | | | | | — | | | | | | 29,761 | | |
Maria P. Tedesco | | | | | 8,575 | | | | | | — | | | | | | — | | | | | | — | | | | | | 306,263 | | | | | | 314,838 | | |
David V. Ring | | | | | 11,000 | | | | | | 3,646 | | | | | | — | | | | | | — | | | | | | 97,938 | | | | | | 112,584 | | |
M. Dean Brown | | | | | 11,000 | | | | | | 12,168 | | | | | | 4,305 | | | | | | — | | | | | | 14,715 | | | | | | 42,188 | | |
Name | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock Option and Awards(4) ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||||||||||||||
John C. Asbury | | | | | N/A | | | | | | 57,736 | | | | | | 577,363 | | | | | | 866,044 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/22/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,897 | | | | | | — | | | | | | — | | | | | | 407,548 | | | ||
| | | 2/22/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,090 | | | | | | 10,897 | | | | | | 21,794 | | | | | | — | | | | | | — | | | | | | — | | | | | | 407,548 | | | ||
Robert M. Gorman | | | | | N/A | | | | | | 19,265 | | | | | | 192,648 | | | | | | 288,971 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/22/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,606 | | | | | | — | | | | | | — | | | | | | 134,864 | | | ||
| | | 2/22/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 361 | | | | | | 3,606 | | | | | | 7,212 | | | | | | — | | | | | | — | | | | | | — | | | | | | 134,864 | | | ||
Maria P. Tedesco | | | | | 11/1/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 867 | | | | | | 8,671 | | | | | | 17,342 | | | | | | — | | | | | | — | | | | | | — | | | | | | 300,017 | | |
David V. Ring | | | | | N/A | | | | | | 16,686 | | | | | | 166,860 | | | | | | 250,290 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/22/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,726 | | | | | | — | | | | | | — | | | | | | 101,952 | | | ||
| | | 2/22/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 273 | | | | | | 2,726 | | | | | | 5,452 | | | | | | — | | | | | | — | | | | | | — | | | | | | 101,952 | | | ||
M. Dean Brown | | | | | N/A | | | | | | 15,392 | | | | | | 153,915 | | | | | | 230,873 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/22/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,515 | | | | | | — | | | | | | — | | | | | | 94,061 | | | ||
| | | 2/22/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 252 | | | | | | 2,515 | | | | | | 5,030 | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,061 | | |
| | | | | | | | | 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(3) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested(2) (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested(3) ($) | | |||||||||||||||
John C. Asbury | | | | | 11/1/2016 | | | | | | 7,556 | | | | | | 213,306 | | | | | | — | | | | | | — | | |
| | | 2/23/2017 | | | | | | 7,416 | | | | | | 209,354 | | | | | | — | | | | | | — | | | ||
| | | 2/22/2018 | | | | | | 10,897 | | | | | | 307,623 | | | | | | — | | | | | | — | | | ||
| | | 11/1/2016 – 10/31/2019 | | | | | | — | | | | | | — | | | | | | 22,670 | | | | | | 639,975 | | | ||
| | | 1/1/2017 – 12/31/2019 | | | | | | — | | | | | | — | | | | | | 7,416 | | | | | | 209,354 | | | ||
| | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 10,897 | | | | | | 307,623 | | | ||
Robert M. Gorman | | | | | 2/26/2015 | | | | | | 1,602 | | | | | | 45,224 | | | | | | — | | | | | | — | | |
| | | 2/25/2016 | | | | | | 4,014 | | | | | | 113,316 | | | | | | — | | | | | | — | | | ||
| | | 2/23/2017 | | | | | | 2,511 | | | | | | 70,886 | | | | | | — | | | | | | — | | | ||
| | | 5/2/2017 | | | | | | 1,660 | | | | | | 46,862 | | | | | | — | | | | | | — | | | ||
| | | 2/22/2018 | | | | | | 3,606 | | | | | | 101,797 | | | | | | — | | | | | | — | | | ||
| | | 1/1/2016 – 12/31/2018 | | | | | | — | | | | | | — | | | | | | 4,014 | | | | | | 113,316 | | | ||
| | | 1/1/2017 – 12/31/2019 | | | | | | — | | | | | | — | | | | | | 2,511 | | | | | | 70,886 | | | ||
| | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 3,606 | | | | | | 101,798 | | | ||
Maria P. Tedesco | | | | | 11/1/2018 – 10/31/2021 | | | | | | — | | | | | | — | | | | | | 8,671 | | | | | | 244,783 | | |
David V. Ring | | | | | 11/1/2017 | | | | | | 1,650 | | | | | | 46,580 | | | | | | — | | | | | | — | | |
| | | 2/22/2018 | | | | | | 2,726 | | | | | | 76,955 | | | | | | — | | | | | | — | | | ||
| | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 2,726 | | | | | | 76,955 | | | ||
M. Dean Brown | | | | | 3/27/2015 | | | | | | 2,000 | | | | | | 56,460 | | | | | | — | | | | | | — | | |
| | | 2/25/2016 | | | | | | 3,207 | | | | | | 90,534 | | | | | | — | | | | | | — | | | ||
| | | 2/23/2017 | | | | | | 2,006 | | | | | | 56,630 | | | | | | — | | | | | | — | | | ||
| | | 2/22/2018 | | | | | | 2,515 | | | | | | 70,999 | | | | | | — | | | | | | — | | | ||
| | | 1/1/2016 – 12/31/2018 | | | | | | — | | | | | | — | | | | | | 3,207 | | | | | | 90,534 | | | ||
| | | 1/1/2017 – 12/31/2019 | | | | | | — | | | | | | — | | | | | | 2,006 | | | | | | 56,630 | | | ||
| | | 1/1/2018 – 12/31/2020 | | | | | | — | | | | | | — | | | | | | 2,515 | | | | | | 70,999 | | |
| | | 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 | | | | | 3,778 | | | | | | 130,719 | | | | | | — | | | | | | — | | |
Robert M. Gorman | | | | | 5,842 | | | | | | 205,583 | | | | | | 3,944 | | | | | | 152,396 | | |
Maria P. Tedesco | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David V. Ring | | | | | 549 | | | | | | 18,995 | | | | | | — | | | | | | — | | |
M. Dean Brown | | | | | 6,222 | | | | | | 208,322 | | | | | | — | | | | | | — | | |
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 | | | | $ | 2,141,404 | | | | | $ | 3,707,212 | | | | | $ | 339,625 | | | | | $ | — | | |
| Early vesting of Restricted Stock | | | | | — | | | | | | 730,282 | | | | | | 730,282 | | | | | | 730,282 | | | ||
| Health care benefits continuation | | | | | 15,312 | | | | | | 15,312 | | | | | | 7,656 | | | | | | 7,656 | | | ||
| Early vesting of Performance Stock | | | | | — | | | | | | 1,156,950 | | | | | | 704,313 | | | | | | 704,313 | | | ||
| Total Value | | | | $ | 2,156,716 | | | | | $ | 5,609,756 | | | | | $ | 1,781,876 | | | | | $ | 1,442,251 | | | ||
Robert M. Gorman | | | Post-Termination Compensation | | | | $ | 1,031,820 | | | | | $ | 1,554,280 | | | | | $ | 192,648 | | | | | $ | — | | |
| Early vesting of Restricted Stock | | | | | — | | | | | | 378,084 | | | | | | 378,084 | | | | | | 378,084 | | | ||
| Health care benefits continuation | | | | | 7,656 | | | | | | 15,312 | | | | | | — | | | | | | 7,656 | | | ||
| Early vesting of Performance Stock | | | | | — | | | | | | 285,998 | | | | | | 194,505 | | | | | | 194,505 | | | ||
| Total Value | | | | $ | 1,039,476 | | | | | $ | 2,233,674 | | | | | $ | 765,237 | | | | | $ | 580,245 | | | ||
Maria P. Tedesco | | | Post-Termination Compensation | | | | $ | 450,000 | | | | | $ | 900,000 | | | | | $ | — | | | | | $ | — | | |
| Early vesting of Restricted Stock | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| Health care benefits continuation | | | | | 7,656 | | | | | | 15,312 | | | | | | — | | | | | | — | | | ||
| Early vesting of Performance Stock | | | | | 13,599 | | | | | | 244,782 | | | | | | 13,599 | | | | | | 13,599 | | | ||
| Total Value | | | | $ | 471,255 | | | | | $ | 1,160,094 | | | | | $ | 13,599 | | | | | $ | 13,599 | | | ||
David V. Ring | | | Post-Termination Compensation | | | | $ | 609,076 | | | | | $ | 1,218,152 | | | | | $ | — | | | | | $ | — | | |
| Early vesting of Restricted Stock | | | | | 123,534 | | | | | | 123,534 | | | | | | 123,534 | | | | | | 123,534 | | | ||
| Health care benefits continuation | | | | | 7,656 | | | | | | 15,312 | | | | | | — | | | | | | — | | | ||
| Early vesting of Performance Stock | | | | | 25,652 | | | | | | 76,955 | | | | | | 25,652 | | | | | | 25,652 | | | ||
| Total Value | | | | $ | 765,918 | | | | | $ | 1,433,953 | | | | | $ | 149,186 | | | | | $ | 149,186 | | | ||
M. Dean Brown | | | Post-Termination Compensation | | | | $ | 550,127 | | | | | $ | 1,100,254 | | | | | $ | — | | | | | $ | — | | |
| Early vesting of Restricted Stock | | | | | 274,621 | | | | | | 274,621 | | | | | | 274,621 | | | | | | 274,621 | | | ||
| Health care benefits continuation | | | | | 7,656 | | | | | | 15,312 | | | | | | — | | | | | | — | | | ||
| Early vesting of Performance Stock | | | | | 151,953 | | | | | | 218,161 | | | | | | 151,953 | | | | | | 151,953 | | | ||
| Total Value | | | | $ | 984,357 | | | | | $ | 1,608,348 | | | | | $ | 426,574 | | | | | $ | 426,574 | | |
COMPENSATION PAY RATIO
In order
wages, bonuses, and all other earnings as reported in the payroll records of the Company from January 1, 2017 to December 31, 2017. Using this compensation measure, which was consistently applied to all employees, the median employee of the Company was identified.
Once the median employee was identified, the
In 2017, the Company began a detailed review of all existing employment and management continuity agreements. The review was initiated based on the desire of the Company to move away from entering into individual agreements and to establish more general executive programs that would eliminate personal negotiation on an on-going basis. The review was also aimed at addressing the differences and inequities in severance and change-in-control benefits available to its current executives. On September 22, 2017, the Board of Directors, acting upon recommendation by the Compensation Committee, approved the non-renewal, in accordance with their respective terms, of all employment and management continuity agreements for executives except Mr. Asbury and Mr. Gorman, pursuant to which such agreements would terminate effective December 31, 2017. Non-renewal notices were delivered to Mr. Brown and Ms. Bentley on September 25, 2017.
In connection with the approval of the non-renewal of employment and management continuity agreements, on September 22, 2017, the Company also approved an amendment and restatement of the Union Bankshares Corporation Executive Severance Plan, effective January 1, 2018, to amend and restate the Union Bankshares Corporation Executive Severance Plan, effective January 1, 2016, as further detailed below.
Upon his hire on September 29, 2017, the Company did not enter into any form of employment or change-in-control agreement with Mr. Stallings.
Mr. Beale is currently serving as a consultant to the Company in accordance with the Transition Agreement entered into with him on August 23, 2016.
In addition, on June 5, 2017, the Company announced that Mr. Peay would retire effective August 31, 2017. In connection with his retirement, the Company and the Bank entered into a severance agreement with him which outlined the terms of his separation and his receipt of certain severance benefits as further detailed below.
Also, on October 23, 2017, the Company announced that Ms. Bentley had decided to leave the Company effective December 31, 2017. In connection with her departure, the Company and the Bank entered into a severance agreement with her which outlined the terms of her departure and her receipt of certain severance benefits as further detailed below.
John C. Asbury. The Company entered into an employment agreement on August 23, 2016 with Mr. Asbury that provides for an initial term of three years, beginning October 1, 2016 and ending December 31, 2019. The employment term automatically renews on January 1, 2020 and annually thereafter each January 1 for an additional twelve months unless notice of non-renewal is given by the Company. However, per the terms of the agreement, the employment term will not automatically extend beyond December 31 of the year in which Mr. Asbury attains age 65.
Mr. Asbury’s base salary and the recommendations of the Compensation Committee with respect to such salary are reviewed annually by the Board of Directors. He is eligible to participate in the Company’s short- and long-term cash and equity incentive plans. Incentive compensation under those plans is at the discretion of the Company’s Board of Directors and the Compensation Committee.
The Company may terminate Mr. Asbury’s employment without “Cause” (as defined in the Employment Agreement) with thirty days prior written notice to him. Mr. Asbury also may voluntarily terminate his employment with the Company at any time for “Good Reason” (as defined in the Employment Agreement). In the event the Company terminates Mr. Asbury’s employment without Cause or Mr. Asbury voluntary terminates his employment for Good Reason, or in the event the Company fails to renew the term of Mr. Asbury’s employment for calendar years 2020 and 2021, the Company will generally be obligated to continue to provide the compensation and benefits specified in the agreement, including base salary, for two years following the date of termination. In the event the Company fails to renew Mr. Asbury’s employment for calendar years 2022 and thereafter, the Company’s obligation to Mr. Asbury will consist of the compensation and benefits specified in the agreement for one year following the date of termination.
In the event of a termination for “Cause” (as defined in the Employment Agreement), Mr. Asbury will be entitled to receive his accrued but unpaid base salary and any unreimbursed expenses he may have incurred before the date of his termination.
If Mr. Asbury dies while employed by the Company, the Company will pay his designated beneficiary or estate an amount equal to Mr. Asbury’s then current base salary for a period of six months after his death.
Mr. Asbury’s Employment Agreement will terminate in the event that there is a change in control of the Company, at which time the Management Continuity Agreement, dated as of August 23, 2016, between the Company and Mr. Asbury, will become effective and any termination benefits will be determined and paid solely pursuant to the Management Continuity Agreement.
Under the terms of Mr. Asbury’s Management Continuity Agreement, the Company or its successor is required to continue in its employ Mr. Asbury for a term of three years after the date of a “Change in Control” (as defined in the Management Continuity Agreement). According to certain provisions, Mr. Asbury will retain commensurate authority and responsibilities and compensation benefits. He will receive a base salary at least equal to that paid in the immediate prior year and a bonus at least equal to the average annual bonus paid for the two years prior to the change in control.
If the employment of Mr. Asbury is terminated during the three years other than for “Cause” or “Disability” (as defined in the Management Continuity Agreement), or if he should terminate employment for “Good Reason” (as defined in the Management Continuity Agreement), Mr. Asbury will be entitled to a lump sum payment, in cash, not later than the first day of the seventh month after the date of termination equal to 2.00 times the sum of his respective base salary, his highest annual bonus paid or payable for the two most
recently completed years, and any of his pre-tax reductions or compensation deferrals for the most recently completed year; for 24 months following the date of termination, Mr. Asbury will also continue to be covered under all health and welfare benefit plans of the Company in which he or his dependents were participating immediately prior to the date of termination and the Company will continue the benefit at the same rate applicable to active employees. The Management Continuity Agreement for Mr. Asbury provides for a cutback to the minimum payment and benefits such that the payments do not trigger an excise tax.
G. William Beale. Pursuant to a transition agreement entered into with Mr. Beale on August 23, 2016, he resigned from the position of CEO of the Company on January 2, 2017, at which time Mr. Asbury became CEO. Mr. Beale served as Executive Vice Chairman of the Company’s and the Bank’s Boards of Directors until March 31, 2017, at which time he resigned from all employment positions with the Company and his former Employment Agreement and Amended and Restated Management Continuity Agreement terminated. The provisions of his Transition Agreement are summarized below.
Following Mr. Beale’s retirement on March 31, 2017, he will continue to serve as a member of the Boards of Directors of the Company and the Bank and provide consulting and advisory services as Senior Advisor to the Company. The consulting arrangement with Mr. Beale has a term of two years, from March 31, 2017 through March 31, 2019 (the “Consulting Period”), during which time Mr. Beale will provide consulting and advisory services as Senior Advisor to the Company. During that period, Mr. Beale will receive a monthly fee in an amount equal to one-twelfth of his annual base salary as in effect on his retirement date. The Company will also provide medical, life, dental and vision insurance benefits on terms no less favorable than what he would be entitled to under retiree insurance plans of the Company as in effect upon his retirement. Mr. Beale’s split dollar life insurance policy entered into pursuant to the Company’s Split Dollar Life Insurance Plan will remain in full force and effect until the death benefit is paid to his beneficiaries under such agreements. In addition, Mr. Beale will receive the cost of club dues and access to an office.
Mr. Beale received an award due to him under the 2016 MIP that was paid on March 15, 2017. Such payment was based on the achievement of the corporate goals and other goals previously described in relation to the transition process. Mr. Beale is not entitled to receive incentive compensation under the Company’s 2017 MIP for any services rendered as an employee after January 1, 2017. In addition, upon his retirement on March 31, 2017, (i) all unvested stock options granted to him under the Company’s stock incentive plans accelerated and vested; (ii) all restricted shares of the Company’s common stock granted to him under the Company’s long-term incentive plans that were unvested accelerated and vested; and (iii) performance share units will vest as determined at the end of the performance periods set forth in the 2014, 2015 and 2016 award agreements, provided that Mr. Beale will be entitled to vest in only pro rate portions of the performance share units granted in 2015 and 2016. Upon retirement, the Company also transferred to Mr. Beale the title to the Company-owned vehicle used by him.
During the Consulting Period, Mr. Beale will continue to be subject to the non-competition, non-solicitation and confidentiality covenants currently applicable to him. The Company may terminate the Transition Agreement at any time for “Cause” (as defined in the Transition Agreement) by written notice to Mr. Beale and will have no further obligations to Mr. Beale under his agreement. The company may terminate the Transition Agreement at any time other than for “Cause.” Under such circumstances, Mr. Beale will be entitled to receive the monthly cash payments and other benefits described above for the duration of the Consulting Period as if the Transition Agreement were not terminated. Mr. Beale may terminate the Transition Agreement for any reason by written notice to the Company, in which case he will be entitled to receive any compensation due but not yet paid as of the date of his termination notice. The Company otherwise has no further obligations to Mr. Beale under the Transition Agreement.
Robert M. Gorman. The Company entered into an employment agreement with Mr. Gorman effective as of July 17, 2012. Mr. Gorman’s agreement has an initial term of two and-a-half years, and automatically renews annually for an additional calendar year upon the expiration of the initial term unless the Company gives notice that the employment term will not be extended. His Employment Agreement contains substantially similar terms to Mr. Asbury’s Employment Agreement. Mr. Gorman’s Employment Agreement will terminate in the event there is a change in control of the Company, at which time the Amended and Restated Management Continuity Agreement between him and the Company originally dated July 17, 2012
and amended as of December 7, 2012 will become effective and any termination benefits will be determined and paid solely pursuant to that agreement. Mr. Gorman’s Management Continuity Agreement also contains substantially similar terms to Mr. Asbury’s Management Continuity Agreement.
John G. Stallings, Jr. Mr. Stallings has not entered into an individual employment or change-in-control agreement, but is a participant in the Company’s Executive Severance Plan and is entitled to certain severance benefits upon termination of employment under specified termination events, as described further below.
M. Dean Brown. As was previously discussed, Mr. Brown was provided with notification on September 25, 2017 that his Management Continuity Agreement dated as of February 10, 2015 would not be renewed and would terminate effective December 31, 2017. Mr. Brown is also a participant in the Company’s Executive Severance Plan and is entitled to certain severance benefits upon termination of employment under specified termination events.
D. Anthony Peay. On June 5, 2017, the Company and the Bank entered into a severance agreement with Mr. Peay regarding his agreement to retire and resign as an executive officer of the Company on August 31, 2017. Per the terms of the Severance Agreement, he is to receive certain severance benefits pursuant to the Severance Agreement and subject to the conditions and requirements of Section 4(f) of the Amended and Restated Employment Agreement between Mr. Peay and the Company dated as of May 1, 2006 and amended as of December 31, 2008.
The Severance Agreement with Mr. Peay details the terms of his retirement benefits including, but not limited to:
Mr. Peay’s right to these benefits is subject to his continued compliance with the non-competition and non-solicitation covenants in the Employment Agreement, which apply for one year following his retirement date, as well as the confidentiality provisions provided in the Employment Agreement and in the Severance Agreement. Mr. Peay also continues to be subject to certain obligations, including but not limited to non-competition, non-solicitation and confidentiality provisions, under the Employment Agreement and the Amended and Restated Management Continuity Agreement between Mr. Peay and the Company dated as of November 21, 2000 and amended as of December 31, 2008.
Elizabeth M. Bentley. On October 24, 2017, the Company and the Bank entered into a Severance Agreement with Ms. Bentley regarding her decision to resign as an executive officer of the Company on December 31, 2017. Per the terms of the Severance Agreement, she is to receive certain severance benefits pursuant to the severance agreement and subject to the conditions and requirements of Section 4(f) of the Amended and Restated Employment Agreement between Ms. Bentley and the Company dated as of October 24, 2011.
The Severance Agreement with Ms. Bentley details the terms of her separation benefits including, but not limited to:
Ms. Bentley’s right to these benefits is subject to her continued compliance with the non-competition and non-solicitation covenants in the Employment Agreement, which apply for one year following her separation date, as well as the confidentiality provisions provided in the Employment Agreement and in the Severance Agreement. Ms. Bentley also continues to be subject to certain obligations under the Employment Agreement and the Management Continuity Agreement between Ms. Bentley and the Company dated as of October 24, 2011.
On September 22, 2017, the Board of Directors, acting on the recommendation of the Compensation Committee, approved an amendment and restatement of the Union Bankshares Corporation Executive Severance Plan, which amendment and restatement became effective January 1, 2018.
The Executive Severance Plan provides benefits to certain key or critical employees of the Company, including all of the Company’s executive officers other than the Chief Executive Officer, in the event of (i) the involuntary termination of the employee’s employment by the Company without cause (as defined in the Executive Severance Plan) or (ii) the involuntary termination of the employee’s employment by the Company without cause (as defined in the Executive Severance Plan) or by the employee for good reason (as defined in the Executive Severance Plan) within three years following a change in control of the Company (as defined in the Executive Severance Plan). The plan’s provisions do not apply to the Company’s CFO as he continues to have employment and management continuity agreements that provide severance or severance type benefits.
The Executive Severance Plan provides post-termination benefits for eligible executives in the case of a qualifying involuntary termination without cause (as defined in the Executive Severance Plan) that is not in connection with, or occurs more than three years following, a change in control of the Company. These benefits consist of:
The plan also provides enhanced post-termination benefits for eligible executives in the case of a qualifying termination without cause (as defined in the Executive Severance Plan) or for good reason (as defined in the Executive Severance Plan) that occurs within three years following a change in control of the
Company. These enhanced post-termination change in control benefits are provided in a tiered structure. The Company’s Section 16 officers who are eligible executives (which includes Mr. Stallings and Mr. Brown) and the Chief Audit Executive are “Tier 1 Executives,” and all other eligible executives are “Tier 2 Executives.” The post-termination change in control benefits for each tier of executives under the plan consist of:
Tier 1
Tier 2
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 of Directors (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.
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 Payments Upon Termination or Change In Control table.
The Company provides limited perquisites to members of its Executive Group. In accordance with the Company’s vehicle policy, certain NEOs including Messrs. Asbury, Beale, Stallings, and Peay and Ms. Bentley are (or were) provided with company-owned vehicles for business use; the Company covers the vehicle’s business-use expenses. All members of the Executive Group currently have mobile devices, which are used for business purposes and are paid for by the Company (in accordance with the Company’s cell phone policy). In addition, as part of his offer of employment, Mr. Asbury received relocation assistance benefits in 2017.
Mr. Stallings’s dues for the Country Club of Virginia in Richmond, Virginia are paid for by the Company. Both Mr. Asbury as CEO and Mr. Stallings as the Bank President are covered under a financial planning allowance program that provides for reimbursement of certain financial planning expenses up to a $10,000 (net of taxes) annual limit. The Company also provides to Mr. Asbury the benefit of an annual executive physical program.
All members of the Executive Group are eligible to participate in the health and welfare benefit programs available to all of the Company’s employees. These programs include medical, dental, and vision coverages, short and long-term disability plans, and life insurance. All members of the Executive Group are also eligible to participate in the Employee Stock Ownership Plan sponsored by the Company.
In addition, the Company has a 401(k) profit sharing plan. All members of the Executive Group participate in this plan and are fully vested in their own contributions. The Company’s discretionary matching contributions vest at 100% upon two years of service.
The Company and certain members of the Executive Group are parties to split dollar life insurance agreements or bank owned life insurance (“BOLI”) agreements. Generally, under each split dollar or BOLI agreement, the Company has applied to a reputable insurance company for an insurance policy on the executive’s life. The insured executive is requested to designate his beneficiary upon death. A death benefit will be paid to the executive’s designated beneficiary, or to his estate, as may be applicable, under the provisions of the applicable agreement, and a death benefit will also be paid to the Company. Any death benefit paid to the Company 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 four occasions, in 2000, 2005, 2014 and 2015. All of the polices are still in effect, with the exception of all three policies for Ms. Bentley and the 2014 policy for Mr. Peay, whereby the death benefit was forfeited as a result of the executive’s separation of employment under the BOLI agreements. The following table outlines the respective death benefit for each such executive’s designated beneficiary or estate.
Name | 2000 | 2005 | 2014 | 2015 | ||||||||||||
John C. Asbury | n/a | n/a | n/a | n/a | ||||||||||||
G. William Beale | 3x annual salary | $ | 100,000 | $ | 100,000 | $ | 100,000 | |||||||||
Robert M. Gorman | n/a | n/a | $ | 100,000 | $ | 100,000 | ||||||||||
John G. Stallings, Jr. | n/a | n/a | n/a | n/a | ||||||||||||
M. Dean Brown | n/a | n/a | n/a | n/a | ||||||||||||
Elizabeth M. Bentley | n/a | $ | 100,000 | $ | 100,000 | $ | 100,000 | |||||||||
D. Anthony Peay | 3x annual salary | $ | 100,000 | $ | 100,000 | n/a |
In October 2017, the Compensation Committee began an executive compensation review with data and analyses provided by Pearl Meyer, its independent compensation consultant. The purpose of the review was 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 2018. The review indicated that overall base compensation and cash incentives are aligned with the market median (+/- 10%) as identified by survey and proxy data of our executive compensation peer group, but targeted total direct compensation trails the market median:
In February 2018, the Compensation Committee met and approved new base salaries for the NEOs. The new NEO base salaries were approved by the Board of Directors on February 22, 2018 as follows:
Name | 2018 Base Salary | 2018 % Increase | ||||||||||
John C. Asbury | $ | 679,250 | 4.5 | % | ||||||||
G. William Beale | N/A | N/A | ||||||||||
Robert M. Gorman | $ | 385,295 | 3 | % | ||||||||
John G. Stallings, Jr. | $ | 416,000 | 4 | % | ||||||||
M. Dean Brown | $ | 342,034 | 3 | % | ||||||||
Elizabeth M. Bentley | N/A | N/A | ||||||||||
D. Anthony Peay | N/A | N/A |
The Compensation Committee also approved and recommended to the Board of Directors for approval a change in the short-term incentive opportunity for Mr. Asbury only from 75% to 85% for 2018. No changes were made to the respective short-term incentive opportunity targets for the other NEOs. In addition, as a result of the market study which indicated that total direct compensation trailed the market, the Compensation Committee approved and recommended to the Board of Directors for approval new targets under the long-term incentive plan as follows:
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that appears above in this proxy statement. Based on its reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Linda V. Schreiner, ChairmanGlen C. CombsThomas P. RohmanRonald L. TillettCharles W. Steger
The following Summary Compensation Table provides information on the compensation accrued or paid by the Company or its subsidiaries during the years indicated for the NEOs.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (MIP)(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | |||||||||||||||||||||||||||
John C. Asbury(6) President and Chief Executive Officer, Union Bankshares Corporation | 2017 | 650,000 | — | 552,492 | — | 479,816 | — | 48,698 | 1,731,006 | |||||||||||||||||||||||||||
2016 | 164,962 | 300,000 | 1,049,990 | — | — | — | 22,110 | 1,537,062 | ||||||||||||||||||||||||||||
2015 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
G. William Beale former Chief Executive Officer, Union Bankshares Corporation | 2017 | 181,250 | — | — | — | — | 2,183 | 821,417 | 1,004,850 | |||||||||||||||||||||||||||
2016 | 717,337 | — | 489,994 | — | 651,007 | 2,156 | 102,259 | 1,962,753 | ||||||||||||||||||||||||||||
2015 | 679,021 | — | 339,499 | — | 253,730 | 4,403 | 109,253 | 1,385,906 | ||||||||||||||||||||||||||||
Robert M. Gorman EVP and Chief Financial Officer, Union Bankshares Corporation | 2017 | 372,257 | — | 243,676 | — | 192,908 | — | 30,029 | 838,870 | |||||||||||||||||||||||||||
2016 | 361,415 | — | 181,593 | — | 219,622 | — | 29,370 | 792,000 | ||||||||||||||||||||||||||||
2015 | 351,167 | — | 291,018 | — | 109,653 | — | 31,353 | 783,191 | ||||||||||||||||||||||||||||
John G. Stallings, Jr.(6) EVP, Union Bankshares Corporation and President, Union Bank & Trust | 2017 | 101,667 | 200,000 | 430,025 | — | 56,506 | — | 7,789 | 795,986 | |||||||||||||||||||||||||||
2016 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
2015 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
M. Dean Brown(6) EVP, Union Bankshares Corporation and Chief Information Officer & Head of Operations, Union Bank & Trust | 2017 | 330,460 | — | 149,447 | — | 166,698 | — | 28,344 | 674,949 | |||||||||||||||||||||||||||
2016 | 320,333 | — | 145,085 | — | 182,377 | — | 207,313 | 855,108 | ||||||||||||||||||||||||||||
2015 | 259,625 | — | 309,072 | — | 97,922 | — | 40,538 | 707,157 | ||||||||||||||||||||||||||||
Elizabeth M. Bentley(5) former EVP, Union Bankshares Corporation and Chief Retail Officer, Union Bank & Trust | 2017 | 284,616 | — | 146,827 | — | 112,598 | — | 465,863 | 1,009,904 | |||||||||||||||||||||||||||
2016 | 276,326 | — | 111,064 | — | 132,985 | — | 26,322 | 546,697 | ||||||||||||||||||||||||||||
2015 | 268,491 | — | 180,878 | — | 60,689 | — | 37,028 | 547,086 | ||||||||||||||||||||||||||||
D. Anthony Peay former EVP, Union Bankshares Corporation and Chief Banking Officer, Union Bank & Trust | 2017 | 257,697 | — | 220,860 | — | 112,145 | — | 592,135 | 1,182,836 | |||||||||||||||||||||||||||
2016 | 366,950 | — | 165,940 | — | 203,650 | — | 42,489 | 779,029 | ||||||||||||||||||||||||||||
2015 | 348,997 | — | 374,648 | — | 110,562 | — | 44,070 | 878,277 |
Name | Insurance Premiums ($) | Company Contributions to Retirement and 401(k) Plans ($) | Dividends on Restricted Stock Awards(1) ($) | Other Plan Payments(2) ($) | BOLI Income ($) | Other Benefits(3) ($) | Total ($) | |||||||||||||||||||||
John C. Asbury | — | 10,800 | 15,972 | — | — | 21,927 | 48,698 | |||||||||||||||||||||
G. William Beale | 12,286 | 6,042 | 5,759 | 10,737 | 2,182 | 784,412 | 821,417 | |||||||||||||||||||||
Robert M. Gorman | — | 10,800 | 13,544 | 5,437 | 248 | — | 30,029 | |||||||||||||||||||||
John G. Stallings, Jr. | — | — | 1,724 | — | — | 6,065 | 7,789 | |||||||||||||||||||||
M. Dean Brown | — | 10,716 | 12,191 | 5,437 | — | — | 28,344 | |||||||||||||||||||||
Elizabeth M. Bentley | — | 7,647 | 9,087 | 10,737 | 300 | 438,092 | 465,863 | |||||||||||||||||||||
D. Anthony Peay | — | 10,800 | 11,402 | 10,737 | 1,078 | 558,117 | 592,135 |
The Grants of Plan-Based Awards in 2017 table and the Outstanding Equity Awards at Fiscal Year End 2017 table provide information for both non-equity and equity incentive plan awards, if any, and all other stock option grants and stock awards. The awards made to each NEO are also included in the Summary Compensation Table and represent a portion of the long term incentive compensation available to the executive for the period January 2017 through December 2019.
The following table provides information with regard to the stock awards granted during 2017 (and reported as Stock Awards in the Summary Compensation Table) and the annual cash incentive compensation award opportunity for 2017 for the NEOs.
Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Option and Awards(4) ($) | ||||||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||
John C. Asbury | N/A | N/A | 48,750 | 487,500 | 731,250 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 7,416 | — | — | 276,246 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | 742 | 7,416 | 14,832 | — | — | — | 276,246 | |||||||||||||||||||||||||||||||||||||
G. William Beale | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Robert M. Gorman | N/A | N/A | 18,704 | 187,037 | 280,556 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 2,511 | — | — | 93,535 | |||||||||||||||||||||||||||||||||||||
5/2/2017 | 5/2/2017 | — | — | — | — | — | — | 1,660 | — | — | 56,606 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | 251 | 2,511 | 5,022 | — | — | — | 93,535 | |||||||||||||||||||||||||||||||||||||
John G. Stallings, Jr. | N/A | N/A | 5,500 | 55,000 | 82,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
11/1/2017 | 11/1/2017 | — | — | — | — | — | — | 8,209 | — | — | 280,009 | |||||||||||||||||||||||||||||||||||||
11/1/2017 | 11/1/2017 | — | — | — | 440 | 4,398 | 8,796 | — | — | — | 150,016 | |||||||||||||||||||||||||||||||||||||
M. Dean Brown | N/A | N/A | 14,943 | 149,432 | 224,148 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 2,006 | — | — | 74,724 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | 201 | 2,006 | 4,012 | — | — | — | 74,724 | |||||||||||||||||||||||||||||||||||||
Elizabeth M. Bentley | N/A | N/A | 11,440 | 114,402 | 171,603 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 1,536 | — | — | 57,216 | |||||||||||||||||||||||||||||||||||||
5/2/2017 | 5/2/2017 | — | — | — | — | — | — | 950 | — | — | 32,395 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | 154 | 1,536 | 3,072 | — | — | — | 57,216 | |||||||||||||||||||||||||||||||||||||
D. Anthony Peay | N/A | N/A | 11,394 | 113,941 | 170,912 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | — | — | — | — | — | — | 2,294 | — | — | 85,452 | |||||||||||||||||||||||||||||||||||||
5/2/2017 | 5/2/2017 | — | — | — | — | — | — | 1,465 | — | — | 49,957 | |||||||||||||||||||||||||||||||||||||
2/23/2017 | 2/23/2017 | �� | — | — | 229 | 2,294 | 4,588 | — | — | — | 85,452 |
The following table shows certain information regarding outstanding awards for unexercised stock options and non-vested stock (includes restricted and performance stock) at December 31, 2017 for the NEOs. This table discloses outstanding awards whose ultimate value is unknown and has not been realized (i.e., dependent on future results of certain measures).
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||||||
Name | Grant Date or Performance Period | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares of Stock That Have Not Vested(2)(#) | Market Value of Shares of Stock That Have Not Vested ($) | 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 ($) | ||||||||||||||||||||||||||||||
John C. Asbury | 11/1/2016 | — | — | — | — | — | 11,334 | 409,951 | — | — | ||||||||||||||||||||||||||||||
2/23/2017 | — | — | — | — | — | 7,416 | 268,237 | — | — | |||||||||||||||||||||||||||||||
11/1/2016 – 10/31/2019 | — | — | — | — | — | — | — | 22,670 | 819,974 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 7,416 | 268,237 | |||||||||||||||||||||||||||||||
G. William Beale | 4/26/2011 | 24,682 | — | — | 12.11 | 3/31/2018 | — | — | — | — | ||||||||||||||||||||||||||||||
2/23/2012 | 24,887 | — | — | 14.40 | 3/31/2018 | — | — | — | — | |||||||||||||||||||||||||||||||
1/1/2015 – 12/31/2017 | — | — | — | — | — | — | — | 5,837 | 211,124 | |||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 4,513 | 163,235 | |||||||||||||||||||||||||||||||
Robert M. Gorman | 2/27/2014 | — | — | — | — | — | 1,360 | 49,191 | — | — | ||||||||||||||||||||||||||||||
2/26/2015 | — | — | — | — | — | 3,205 | 115,925 | — | — | |||||||||||||||||||||||||||||||
12/10/2015 | — | — | — | — | — | 2,879 | 104,133 | — | — | |||||||||||||||||||||||||||||||
2/25/2016 | — | — | — | — | — | 4,014 | 145,186 | — | — | |||||||||||||||||||||||||||||||
2/23/2017 | — | — | — | — | — | 2,511 | 90,823 | — | — | |||||||||||||||||||||||||||||||
5/2/2017 | — | — | — | — | — | 1,660 | 60,042 | — | — | |||||||||||||||||||||||||||||||
1/1/2015 – 12/31/2017 | — | — | — | — | — | — | — | 3,233 | 116,938 | |||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 4,014 | 145,186 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 2,511 | 90,823 | |||||||||||||||||||||||||||||||
John G. Stallings, Jr. | 11/1/2017 | — | — | — | — | — | 8,209 | 296,920 | — | — | ||||||||||||||||||||||||||||||
11/1/2017 – 10/31/2020 | — | — | — | — | — | — | — | 4,398 | 159,076 | |||||||||||||||||||||||||||||||
M. Dean Brown | 3/27/2015 | — | — | — | — | — | 4,000 | 144,680 | — | — | ||||||||||||||||||||||||||||||
12/10/2015 | — | — | — | — | — | 4,222 | 152,710 | — | — | |||||||||||||||||||||||||||||||
2/25/2016 | — | — | — | — | — | 3,207 | 115,997 | — | — | |||||||||||||||||||||||||||||||
2/23/2017 | — | — | — | — | — | 2,006 | 72,557 | — | — | |||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 3,207 | 115,997 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 2,006 | 72,557 | |||||||||||||||||||||||||||||||
Elizabeth M. Bentley | 4/28/2010 | 4,249 | — | — | 16.45 | 3/31/2018 | — | — | — | — | ||||||||||||||||||||||||||||||
4/26/2011 | 6,347 | — | — | 12.11 | 3/31/2018 | — | — | — | — | |||||||||||||||||||||||||||||||
2/23/2012 | 6,359 | — | — | 14.40 | 3/31/2018 | — | — | — | — | |||||||||||||||||||||||||||||||
1/1/2015 – 12/31/2017 | — | — | — | — | — | — | — | 1,854 | 67,059 | |||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 1,637 | 59,210 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 512 | 18,519 | |||||||||||||||||||||||||||||||
D. Anthony Peay | 1/1/2015 – 12/31/2017 | — | — | — | — | — | — | — | 2,540 | 91,872 | ||||||||||||||||||||||||||||||
1/1/2016 – 12/31/2018 | — | — | — | — | — | — | — | 2,038 | 73,714 | |||||||||||||||||||||||||||||||
1/1/2017 – 12/31/2019 | — | — | — | — | — | — | — | 510 | 18,447 |
The market value of the stock awards that have not vested, as shown in the above table, was determined based on the per share closing price of the Company’s common stock on December 29, 2017 ($36.17).
The following table provides information that is intended to enable investors to understand the value of the equity realized by the NEOs upon exercise of options and/or the vesting of stock during the most recent fiscal year.
Option Awards | Restricted Stock Awards | Performance Stock Awards | ||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||
John C. Asbury | — | — | 3,779 | 128,902 | — | — | ||||||||||||||||||
G. William Beale | — | — | 28,566 | 1,014,430 | — | — | ||||||||||||||||||
Robert M. Gorman | — | — | 5,335 | 195,182 | — | — | ||||||||||||||||||
John G. Stallings, Jr. | — | — | — | — | — | — | ||||||||||||||||||
M. Dean Brown | — | — | 2,111 | 77,136 | — | — | ||||||||||||||||||
Elizabeth M. Bentley | — | — | 13,156 | 476,541 | — | — | ||||||||||||||||||
D. Anthony Peay | 22,138 | 417,710 | 21,109 | 674,879 | — | — |
The value realized upon exercise, as set forth in the above table, was determined as the difference between the market price of the Company’s common stock at the time of exercise and the exercise price of the stock options multiplied by the number of shares acquired on exercise.
In 1985, the then Union Bank and Trust Company, a predecessor of Union Bank & Trust, the Company’s wholly owned bank subsidiary, offered its directors the option to participate in a deferred supplemental compensation program. Certain directors entered into agreements with Union Bank and Trust Company to participate in this program. To participate in the program, a director must have elected to forego the director’s fees that would otherwise have been payable to him by Union Bank and Trust Company for a period of 12 consecutive months beginning immediately after his election to participate.
While its obligation under each supplemental compensation agreement represents an unsecured, general obligation of Union Bank & Trust, a substantial portion of the benefits payable under the agreements is funded by key person life insurance owned by the Bank on each director. The fees deferred by each participating director in 1985 were applied towards the first year’s premium expense of a life insurance policy and thereafter the Bank has paid the premiums. Similarly, in 1991, a sum equivalent to one year of director compensation was applied toward the first year’s premium expense of a life insurance policy on the life of Mr. Beale, who, at the time, served on the Bank’s Board of Directors and was the Bank’s President; subsequently, the Bank has paid the premium necessary to continue the subject life insurance policy in effect. While the insurance policies were purchased as a means of funding the deferred compensation liability created under this plan, there exists no obligation to use any insurance funds from policy loans or death proceeds to curtail the deferred compensation liability.
Each supplemental compensation agreement provides that the director will receive from the Bank a designated fixed amount, payable in equal monthly installments over a period of 10 years beginning upon the director’s “Normal Retirement Date,” which is defined in the agreements to be the last day of the month in which the director reaches age 65. No interest is paid on the installments. The amount of each director’s monthly benefit is actuarially determined based on, among other factors, the age and health condition of each director at the time he elects to participate in the program. In the event a director retires but dies before receiving all the installments due under the agreement, the Bank has the option of making one lump sum payment (based on the discounted present value of the remaining installment obligation) to the director’s designated beneficiary or his estate or continuing the balance of the installment payments in accordance with the original payment plan. Each agreement further provides that a reduced fixed amount is payable in the event of a director’s death prior to reaching the Normal Retirement Date.
The supplemental compensation agreement with Mr. Beale calls for the Bank to pay him $26,500 per year for ten years upon his Normal Retirement Date. On October 20, 2014, Mr. Beale’s agreement was amended to allow him to defer commencement of his distributions, subject to the requirements of Section 409A. The Company’s other participating directors receive or will receive from the Bank an annual installment in the respective following amounts upon reaching the Normal Retirement Date(s) as follows: Mr. Hicks, $55,368; and Mr. Hansen, $22,299.
The Company also offers a nonqualified deferred compensation plan administered by the Virginia Bankers Association (“VBA”) Benefits Corporation under which executives and directors may elect annually to defer compensation paid to them by the Company. Mr. Beale and Ms. Bentley have elected to participate in this nonqualified deferred compensation plan.
The VBA’s nonqualified deferred compensation plan is a defined contribution plan under which contributions are posted to the participant’s account and the account is credited with earnings commensurate with the elected investments. 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.
The following table summarizes the nonqualified deferred compensation for the NEOs.
As of December 31, 2017, the Company had accrued approximately $11.1 million to cover its obligations under all of the supplemental compensation agreements and deferred compensation arrangements with current and former directors and executive officers.
The Company does not participate in a defined benefit retirement plan; however, the Company does have a defined contribution plan for all eligible employees, including the members of the Executive Group. This plan is known formally as the Union Bankshares Corporation 401(k) Profit Sharing Plan, or informally as the 401(k) Plan. All members of the Executive Group currently participate in the 401(k) Plan. Each NEO participant is fully vested in his own contributions to the 401(k) Plan. The Company provides discretionary matching contributions to plan participants. The Company’s matching contributions are fully vested after two years.
In addition, as stated previously, certain directors have supplemental compensation agreements that are tied to a “Normal Retirement Age,” which is defined to be age 65. The following table provides information relating to Mr. Beale’s entitlement to the supplemental compensation, including the present value of the accumulated benefit for him. No other NEO participates in a pension plan or similar plan that is tied to a retirement age.
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||||
G. William Beale | Deferred Supplemental Compensation Program | 28 | 175,847 | — |
Mr. Beale has been credited with 28 years of service and having reached his Normal Retirement Age in 2014 is eligible to receive benefits; however, as stated above, Mr. Beale has elected to defer receipt of his benefit, subject to the requirements of Section 409A. Age 68 has been used for purposes of calculating the present value of accumulated benefit.
As discussed in the Compensation Discussion and Analysis above, each of Messrs. Asbury and Gorman have entered into an employment agreement and a management continuity agreement or “change in control” agreement with the Company, as the same may have been amended or restated. In addition, Messrs. Brown and Stallings are eligible to receive benefits under the Executive Severance Plan. The following table provides the estimated potential payments that would be due to each of the executives under certain termination scenarios, if termination had occurred as of December 31, 2017 for Messrs. Asbury, Gorman, Stallings and Brown. For Messrs. Beale and Peay, and for Ms. Bentley, the table provides the future payments to be provided in accordance with his or her separation agreement. Under no current scenario will any executive officer be entitled to a tax gross-up provision if his or her parachute payment exceeds IRS limits.
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 | $ | 1,779,816 | $ | 2,739,448 | $ | 325,000 | $ | — | |||||||||||
Early vesting of Restricted Stock | — | 678,188 | 678,188 | 678,188 | ||||||||||||||||
Health care benefits continuation | 15,096 | 15,096 | 7,548 | 7,548 | ||||||||||||||||
Early vesting of Performance Stock | — | 1,088,211 | 408,291 | 408,291 | ||||||||||||||||
Total Value | $ | 1,794,912 | $ | 4,520,942 | $ | 1,419,026 | $ | 1,094,026 | ||||||||||||
G. William Beale | Post-Termination Compensation | $ | 1,450,000 | n/a | n/a | n/a | ||||||||||||||
Early vesting of Restricted Stock | 770,548 | n/a | n/a | n/a | ||||||||||||||||
Health care benefits continuation | 46,040 | n/a | n/a | n/a | ||||||||||||||||
Early vesting of Performance Stock | 374,360 | n/a | n/a | n/a | ||||||||||||||||
Total Value | $ | 2,640,947 | n/a | n/a | n/a | |||||||||||||||
Robert M. Gorman | Post-Termination Compensation | $ | 941,054 | $ | 1,380,298 | $ | 187,037 | $ | — | |||||||||||
Early vesting of Restricted Stock | — | 565,301 | 565,301 | 565,301 | ||||||||||||||||
Health care benefits continuation | 7,548 | 15,096 | — | 7,548 | ||||||||||||||||
Early vesting of Performance Stock | — | 352,947 | 244,003 | 244,003 | ||||||||||||||||
Total Value | $ | 948,602 | $ | 2,313,642 | $ | 996,340 | $ | 816,852 | ||||||||||||
John G. Stallings, Jr. | Post-Termination Compensation | $ | 456,506 | $ | 913,012 | $ | — | $ | — | |||||||||||
Early vesting of Restricted Stock | 296,920 | 296,920 | 296,920 | 296,920 | ||||||||||||||||
Health care benefits continuation | 7,548 | 15,096 | — | — | ||||||||||||||||
Early vesting of Performance Stock | 8,838 | 159,076 | 8,838 | 8,838 | ||||||||||||||||
Total Value | $ | 769,811 | $ | 1,384,103 | $ | 305,757 | $ | 305,757 | ||||||||||||
M. Dean Brown | Post-Termination Compensation | $ | 498,770 | $ | 1,028,898 | $ | — | $ | — | |||||||||||
Early vesting of Restricted Stock | 485,944 | 485,944 | 485,944 | 485,944 | ||||||||||||||||
Health care benefits continuation | 7,548 | 15,096 | — | — | ||||||||||||||||
Early vesting of Performance Stock | 101,517 | 188,554 | 101,517 | 101,517 | ||||||||||||||||
Total Value | $ | 1,093,779 | $ | 1,718,492 | $ | 587,461 | $ | 587,461 | ||||||||||||
Elizabeth M. Bentley | Post-Termination Compensation | $ | 684,606 | n/a | n/a | n/a | ||||||||||||||
Early vesting of Restricted Stock | 412,266 | n/a | n/a | n/a | ||||||||||||||||
Health care benefits continuation | 15,096 | n/a | n/a | n/a | ||||||||||||||||
Early vesting of Performance Stock | 144,789 | n/a | n/a | n/a | ||||||||||||||||
Total Value | $ | 1,256,756 | n/a | n/a | n/a | |||||||||||||||
D. Anthony Peay | Post-Termination Compensation | $ | 871,749 | n/a | n/a | n/a | ||||||||||||||
Early vesting of Restricted Stock | 528,694 | n/a | n/a | n/a | ||||||||||||||||
Health care benefits continuation | 14,832 | n/a | n/a | n/a | ||||||||||||||||
Early vesting of Performance Stock | 184,033 | n/a | n/a | n/a | ||||||||||||||||
Total Value | $ | 1,599,308 | n/a | n/a | n/a |
01 - John C. Asbury05 - Daniel I. Hansen02 - L. Bradford Armstrong06 - Jan S. Hoover03 - Michael W. Clarke07 - W. Tayloe Murphy, Jr.For Withhold For Withhold For Withhold1 U P X01 - F. Blair WimbushFor Withhold04 - Patrick E. CorbinFor WithholdUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.03003B++Proposals — The Board of Directors of Union Bankshares Corporation (the “Company”) recommends a vote FOR all nomineeslisted in Proposals 1 and 2 and FOR Proposals 3, 4, 5 A and 6. The proposals are as follows:3. To amend the Company's articles of incorporation to change theCompany's name to “Atlantic Union Bankshares Corporation”;4. To amend the Company's articles of incorporation to increase thenumber of authorized shares of the Company's common stock;1. To elect seven Class II directors to serve until the 2022 annual meeting of shareholders, or until their mandatory retirement date, whichever date is earlier:For Against AbstainqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q2019 Annual Meeting Proxy CardFor Against Abstain2. To elect one Class I director to serve until the 2021 annual meeting of shareholders:5. To ratify the appointment of Ernst & Young LLP as theCompany's independent registered public accounting firm forthe year ending December 31, 2019;6. To approve, on an advisory (non-binding) basis, the Company’sexecutive compensation; and7. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/UBSHor scan the QR code — login details arelocated in the shaded bar below.Save paper, time and money!Sign up for electronic delivery atwww.envisionreports.com/UBSHPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaVotes submitted electronically must bereceived by 1:00am, Eastern Time, onMay 2, 2019.Your vote matters – here’s how to vote!
Small steps make an impact.Help the environment by consenting to receive electronicdelivery, sign up at www.envisionreports.com/UBSHAnnual Meeting of Shareholdersto be held May 2, 2019This Proxy is solicited by the Board of Directors of Union Bankshares Corporation.John C. Asbury and Rachael R. Lape, or either of them (each, a “Proxy”), with full power to act alone, the true and lawful attorneys-in-fact of the signingshareholder, each with the power of substitution, are hereby authorized to represent and vote the shares of such shareholder, with all the powers which suchshareholder would possess if personally present at the Annual Meeting of Shareholders of Union Bankshares Corporation to be held on May 2, 2019 or at anypostponements 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 Proxieswill have authority to vote FOR all nominees listed in Proposals 1 and 2 and FOR Proposals 3, 4, 5 and 6.The Proxies, in their discretion, are further authorized to vote upon such other business as may properly come before the 2019 Annual Meeting ofShareholders and any postponements or adjournments thereof.(Items to be voted appear on reverse side)Proxy — Union Bankshares CorporationqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qC Non-Voting Items++Change of Address — Please print new address below. Comments — Please print your comments below. Meeting AttendanceMark box to the right ifyou plan to attend theAnnual Meeting.Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held May 2, 2019.The materials are available at: www.envisionreports.com/UBSH2019 Annual Meeting Admission Ticket2019 Annual Meeting of Shareholders of Union Bankshares CorporationMay 2, 2019, 10:00am Eastern TimeThe Westin Richmond6631 West Broad StreetRichmond, Virginia 23230Upon arrival, please present this admission ticket and photo identification at the registration desk.
01 - John C. Asbury05 - Daniel I. Hansen02 - L. Bradford Armstrong06 - Jan S. Hoover03 - Michael W. Clarke07 - W. Tayloe Murphy, Jr.For Withhold For Withhold For Withhold1 U P X01 - F. Blair WimbushFor Withhold04 - Patrick E. CorbinFor WithholdUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.03005B++1. To elect seven Class II directors to serve until the 2022 annual meeting of shareholders, or until their mandatory retirement date, whichever date is earlier:For Against AbstainqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qAnnual Meeting ESOP Voting CardFor Against AbstainPlease sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.Proposals — The Board of Directors of Union Bankshares Corporation (the “Company”) recommends a vote FOR all nomineesA listed in Proposals 1 and 2 and FOR Proposals 3, 4, 5 and 6. The proposals are as follows:3. To amend the Company's articles of incorporation to change theCompany's name to “Atlantic Union Bankshares Corporation”;4. To amend the Company's articles of incorporation to increase thenumber of authorized shares of the Company's common stock;2. To elect one Class I director to serve until the 2021 annual meeting of shareholders:5. To ratify the appointment of Ernst & Young LLP as theCompany's independent registered public accounting firm forthe year ending December 31, 2019;6. To approve, on an advisory (non-binding) basis, the Company’sexecutive compensation; and7. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/UBSHor scan the QR code — login details arelocated in the shaded bar below.Save paper, time and money!Sign up for electronic delivery atwww.envisionreports.com/UBSHPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaVotes submitted electronically must bereceived by 1:00am, Eastern Time, onMay 2, 2019.Your vote matters – here’s how to vote!