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

DEF 14A of Atlantic Union Bankshares Corp

Filed Mar 26, 2024 · FY20230001558370-24-003888

Open on EDGAR

  1. Nominees for Election as Directors

    Nominees for Election as Directors Our directors are elected annually to a one-year term to expire at the next annual meeting of shareholders or until his or her successor is duly elected and qualified. If the merger is completed before the 2024 annual meeting, shareholders will vote on the 14 nominees listed below. If the merger is not completed before the 2024 annual meeting, Ms. Agee and Mr. Shepherd will not stand for election at the 2024 annual meeting and any votes cast for either Ms. Agee or Mr. Shepherd will not be counted. All of our nominees, except for Ms. Agee and Mr. Shepherd, are current directors standing for re-election. If the merger closes before the 2024 annual meeting, Ms. Agee and Mr. Shepherd will be appointed to the Board as of the effective time of the merger. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.

  2. Nominees for Election as Directors

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

  3. Nominees for Election as Directors

    * Excludes director service with companies merged with the Company. + Assumes the merger is completed before our 2024 annual meeting.

  4. Identifying and Evaluating Director Candidates

    Identifying and Evaluating Director Candidates Our Board regularly reviews and evaluates its size and composition. Our Nominating and Corporate Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination. The Board, in coordination with the Nominating and Corporate Governance Committee, also considers Board succession planning and committee membership. Our Nominating and Corporate Governance Committee uses a variety of methods for identifying potential director candidates, including third-party search firms, and will also consider candidates proposed by directors, management and by our shareholders. When considering a candidate for membership on the Board, the Nominating and Corporate Governance Committee evaluates the collective contribution of qualifications, skills, and experience of Board nominees. The goal of that evaluation is to ensure that the Board, as a whole, possesses the necessary qualifications, skills, and experience relevant to the Company for effective oversight. The Nominating and Corporate Governance Committee seeks directors who:

  5. Identifying and Evaluating Director Candidates

    | ● | demonstrate integrity, accountability, informed judgment, financial literacy, and vision; |

  6. Identifying and Evaluating Director Candidates

    | ● | encompass a range of talent, skill and expertise sufficient to provide sound and prudent guidance, which would be of assistance to management in operating our business; |

  7. Identifying and Evaluating Director Candidates

    | ● | can devote the necessary time to discharge their duties; and |

  8. Identifying and Evaluating Director Candidates

    | ● | are prepared to represent the interests of all of our shareholders and not just one particular constituency. |

  9. Identifying and Evaluating Director Candidates

    The Nominating and Corporate Governance Committee and the Board also believe it is important to have directors from various backgrounds and professions in order to ensure that the Board has a wealth of experiences to inform its decisions. Consistent with this philosophy, the Nominating and Corporate Governance Committee and the Board, believe that diversity contributes to the overall effectiveness of the Board. The Nominating and Corporate Governance Committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, ethnicity, sexual orientation, education, age, work experience, professional skills, geographic location and other qualities or attributes that contribute to Board heterogeneity. As part of its regular succession planning process, the Nominating and Corporate Governance Committee annually engages in a review and analysis of Board composition, including identification of priority characteristics related to diversity, experience, and expertise of future director candidates. In 2023, the Nominating and Corporate Governance Committee retained a third-party search firm to assist it in identifying potential Board candidates who meet our qualification and experience requirements and, for the candidates identified by the search firm, to compile and evaluate information regarding each candidate’s qualifications, experience, and education. In its work with the third-party search firm, and consistent with our objectives to enhance diversity, the Nominating and Corporate Governance Committee requested that the firm prioritize the inclusion of gender and racially/ethnically diverse candidates who also possessed specified skills and expertise relevant to the evolving needs of our business and industry. Through this engagement, our third-party search firm identified Mr. Engola, Mr. Kimble and Ms. O’Hara as nominees, each of whom were appointed to our Board on December 6, 2023. As discussed above, under the merger agreement, at the effective time of the merger, we will increase the size of the Board by two and appoint two current members of the board of directors of American National—Ms. Agee and Mr. Shepherd—to our Board and the board of directors of the Bank. With respect to incumbent directors considered for re-election, in addition to the foregoing factors, the Nominating and Corporate Governance Committee also assesses each director’s performance, contribution, level of engagement, and meeting attendance record. See “Board and Committee Evaluations” beginning on page 30 for additional information on the Board’s self-evaluation process.

  10. Key Statistics About Our Director Nominees

    Key Statistics About Our Director Nominees The below statistics assume the merger is completed before our 2024 annual meeting.

  11. Key Statistics About Our Director Nominees

    | Tenure | Years of Service | Diversity* | | Average Age | | 0-4+ | ~ 30% Gender Diverse | ~ 20% Racially Ethnically Diverse | ~ 62 Years | | 5-9+ | | | | | 10-14+ | | | | | >15 | | | | | Average Tenure: 6.2 years | | ~ 93% Independent | |

  12. Key Statistics About Our Director Nominees

    * Four of our 14 director nominees are women, and three of our 14 director nominees are racially/ethnically diverse. If the merger is not completed before the 2024 annual meeting, three of our 12 director nominees are women, and three of our 12 director nominees are racially/ethnically diverse.

  13. Skills Matrix and Description of Director Nominees’ Knowledge, Skills and Experience

    Skills Matrix and Description of Director Nominees’ Knowledge, Skills and Experience The matrix below provides information regarding our director nominees’ knowledge, skills and experience that we believe are most relevant in light of our business, long-term strategies and risks. Our nominees represent a broad range of backgrounds and experience, and each nominee possesses numerous other competencies not identified below. Additional information on why we view such knowledge, skills and experience as important is discussed following the matrix. The fact that a nominee is not designated as having a particular attribute does not indicate that the nominee does not possess that attribute or would not be able to make a meaningful contribution to the Board’s decision-making or oversight in that area.

  14. Skills Matrix and Description of Director Nominees’ Knowledge, Skills and Experience

    | Knowledge, Skills and Experience | Agee* | Asbury | Corbin | Delorier | Ellett | Engola | Kimble | McCann | O’Hara | Schreiner | Shepherd* | Tillett | Wampler | Wimbush | | Executive Leadership | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance and Accounting | ● | ● | ● | | ● | | ● | ● | | | ● | ● | ● | | | Banking/Financial Services | ● | ● | ● | ● | | | ● | ● | | | ● | ● | | | | Technology/Cybersecurity | | | | ● | | ● | | | ● | | | | | | | Strategic Planning | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | Human Capital/Compensation | | | | | ● | ● | | | ● | ● | ● | ● | | ● | | Risk Management | | ● | ● | | ● | | ● | ● | ● | ● | ● | | ● | ● | | Legal and Regulatory | | ● | | | | | | | | | ● | | ● | ● | | Retail Distribution/Marketing | | ● | | ● | ● | | | | | | ● | | | | | Mergers and Acquisitions | | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  15. Skills Matrix and Description of Director Nominees’ Knowledge, Skills and Experience

    | Executive Leadership | Human Capital/Compensation | | We value directors with experience serving as senior executives running public companies, private companies or other organizations, as this enhances the Board’s perspective of our operations and challenges. | Our success depends in part on our ability to attract, retain, develop and motivate our human capital, including our senior leadership. We value directors with experience in compensation, incentive planning and talent management. | | Finance and Accounting | Risk Management | | We use numerous financial metrics to measure our performance and we are subject to complex accounting and financial reporting requirements. We value directors with experience in finance and accounting, which helps them more effectively oversee and assess our operating and strategic performance and financial reporting. | Our Board plays a critical role in the oversight of risk. We value directors with experience in overseeing or managing risks and who understand the most significant risks that we face. | | Banking/Financial Services | Legal and Regulatory | | We value directors who have experience in our industry, which provides the Board with valuable insight into our challenges and opportunities. | We operate in a heavily regulated industry and we value directors with knowledge of the laws and regulations applicable to the banking industry and corporations generally. | | Technology/Cybersecurity | Retail Distribution/Marketing | | We rely on information technology systems to conduct our business. We value directors with experience in technology strategies and innovation and/or mitigating and managing cybersecurity risk, which helps enhance our oversight of technology and cybersecurity risks. | We provide products and services through our retail branch network and our technology offerings. We value directors with experience in building customer relationships, branding, and the use of digital marketing. | | Strategic Planning | Mergers and Acquisitions | | We value directors with experience in defining and driving strategic direction and growth, which helps the Board critically evaluate our strategic plans. | We regularly evaluate strategic opportunities and we value directors with experience with mergers and acquisitions. |

  16. Skills Matrix and Description of Director Nominees’ Knowledge, Skills and Experience

    * As discussed above, Ms. Agee’s and Mr. Shepherd’s nominations are contingent on the completion of the merger before our 2024 annual meeting.

  17. Biographical Information of Our Director Nominees

    Biographical Information of Our Director Nominees Set forth below are each nominee’s name, age as of the date of this proxy statement, principal occupation, business experience, and U.S.-listed public company directorships held during the past five years. We also discuss the qualifications, attributes, and skills that led our Board to nominate each nominee for election as a director.

  18. Biographical Information of Our Director Nominees

    | Nancy Howell Agee | | | | Age 71 | Roanoke, Virginia | Other Public Company Boards: American National Bankshares Inc., RGC Resources, Inc. and Healthcare Realty Trust Incorporated Ms. Agee is the President and Chief Executive Officer of Carilion Clinic, a health care organization, a position she has held since 2011. Ms. Agee has served as a director of American National since 2019. Ms. Agee has been nominated as a director of the Company contingent on the closing of our merger with American National before our 2024 annual meeting, and she will become a director of the Company at the effective time of the merger. Ms. Agee serves as a director on two other public company boards—RGC Resources, Inc., where she has served since 2005, and Healthcare Realty Trust Incorporated, where she has served since 2016. She chairs the statewide economic development entity, Go VA, and serves on the Governor’s advisory committee for revenue estimates, GACRE. She also chairs the Virginia Foundation for Independent Colleges and serves as Vice Chair of the Virginia Business Higher Education Council. She is also the former Chair of the American Hospital Association. Ms. Agee received a B.S. in Nursing from the University of Virginia and a Master of Science in Nursing from Emory University. Ms. Agee’s extensive leadership experience as President and Chief Executive Officer of a large healthcare organization and her many years of service in the Roanoke market area allow her to contribute substantially to our Board. | | John C. Asbury | | | | Age 58 | Director Since 2016 | Richmond, Virginia Mr. Asbury has been Chief Executive Officer of the Company since January 2017, and President of the Company since October 2016. He also serves as Chief Executive Officer of the Bank, a position he has held since October 2016, and he previously served as President of the Bank from October 2016 until September 2017 and May 2018 until September 2018. Before joining us, he served as President and Chief Executive Officer of First National Bank of Santa Fe from February 2015 until August 2016. Before that, he served as Senior Executive Vice President and Head of the Business Services Group at Regions Bank from May 2010 until July 2014, after joining Regions Bank in March 2008 as Business Banking Division Executive. Mr. Asbury also served as a Senior Vice President at Bank of America in a variety of roles. Mr. Asbury received his B.S. degree in Business from Virginia Polytechnic Institute and State University (“Virginia Tech”) and his M.B.A. from The College of William & Mary. Mr. Asbury’s extensive executive-level experience in the banking industry and his knowledge of our business allow him to contribute substantially to our Board. |

  19. Biographical Information of Our Director Nominees

    | Patrick E. Corbin | | | | Age 69 | Director Since 2018 | Chesapeake, Virginia Mr. Corbin is a Managing Shareholder of Corbin & Company, P.C., an accounting firm, a position he has held since 1983, and he has been a certified public accountant since 1979. He is a member of a number of professional organizations, including the American Institute of Certified Public Accountants, the Virginia Society of Certified Public Accountants, and the Tidewater Chapter of the Virginia Society of Certified Public Accountants. He is a director and past chairman of the Chesapeake Alliance, and was designated as “Super CPA” by Virginia Business magazine in the fields of litigation support and business valuation for the years 2002 to 2012. He served as Chairman of the Board of Directors of Xenith Bankshares, Inc. (“Xenith”) and was a director of Xenith from 2009 until we acquired Xenith in 2018. Mr. Corbin received his B.S. degree in Accounting from Virginia Tech. Mr. Corbin’s extensive financial and risk management experience, as well as his background as a board member of publicly held financial institutions and as Chairman of Xenith, allow him to contribute substantially to our Board. |

  20. Biographical Information of Our Director Nominees

    | Rilla S. Delorier | | | | Age 57 | Director Since 2022 | Portland, Oregon | Other Public Company Boards: Coastal Financial Corporation and Wisdom Tree Investments, Inc. Ms. Delorier is the former Executive Vice President (“EVP”) and Chief Strategy and Digital Transformation Officer at Umpqua Bank, a position she held from 2017 until 2020. Before that, she held various roles at SunTrust Bank from 2006 until 2016, including EVP, Retail Bank, Chief Marketing Officer, and Wealth Management Marketing Director. She served as Chief Marketing Officer at PNC Advisors and as EVP of Customer Strategy at PNC Bank from 1999 to 2006. She has served on the boards of Central City Concern since 2018 and NYMBUS since November 2020. She also serves on the board of Coastal Financial Corporation, a publicly held company, a position she has held since November 2020, where she serves on the audit and compensation committees. She was appointed to the board of Wisdom Tree Investments, Inc., a publicly traded company, in 2023, where she serves on the audit committee. Ms. Delorier received her B.S. in Marketing and Management from the University of Virginia and her M.B.A. from Harvard Business School. Ms. Delorier’s experience in the banking industry, particularly with product development, operations, cyber-security practices, strategic partnerships, and analytics, allows her to contribute substantially to our Board. |

  21. Biographical Information of Our Director Nominees

    | Frank Russell Ellett | | | | Age 57 | Director Since 2019 | Roanoke, Virginia Mr. Ellett is the President of Excel Truck Group, a dealer and distributor for Freightliner and Mack trucks and Wabash National trailers with offices in Virginia, North Carolina and South Carolina. Mr. Ellett has held various leadership roles at Excel Truck Group since 1997 and has been President of Excel and its predecessor companies since 2003. Before that he served in a variety of roles at Norfolk Southern Corporation from 1993 to 1997. He was a Supply Corps officer in the United States Navy from 1989 to 1991. He serves as Vice Chairman of the Virginia Western Community College Foundation Board and as a board member of the Virginia Foundation For Independent Colleges, the North Carolina Auto Dealers Association, and the Virginia Trucking Association. He is the past Chairman of the Business Council of the Roanoke/Blacksburg Region, a past board member of the South Carolina Trucking Association, and a past board member and former Board Chairman of North Cross School. Mr. Ellett received his B.A. in English from the University of Virginia and his M.B.A. from the Darden School of Business at the University of Virginia. Mr. Ellett’s executive-level experience running a multi-state business and his strong connections to Virginia allow him to contribute substantially to our Board. |

  22. Biographical Information of Our Director Nominees

    | Paul Engola | | | | Age 52 | Director Since 2023 | Reston, Virginia Mr. Engola is Deputy Group President of the Dynetics Group of Leidos Holdings, Inc. (“Leidos”), a company engaged in the provision of scientific, engineering and information technology services and solutions in the areas of defense, intelligence, civil and health markets. Mr. Engola has held such position since 2022, and has served as Executive Vice President, National Security Space, for Leidos since 2021. Before that, he was Chief Human Resources Officer and Head of Business Partnerships from 2018 until 2021 and Senior Vice President and Deputy Group President for Leidos’ Defense and Intelligence Group from 2017 until 2018. He served as Vice President, Transportation and Financial Solutions with Lockheed Martin Information Systems and Global Solutions before it merged with Leidos. Mr. Engola has a Master of Business Administration from Stanford University, a Master of Science from Georgia Institute of Technology and a Bachelor of Science from Massachusetts Institute of Technology. Mr. Engola’s extensive business experience, including his expertise in executive leadership, technology, strategic planning, human capital management, and mergers and acquisitions, allows him to contribute substantially to our Board. |

  23. Biographical Information of Our Director Nominees

    | Donald R. Kimble | | | | Age 64 | Director Since 2023 | Cleveland Heights, Ohio Mr. Kimble is the former Chief Financial Officer of KeyCorp, the parent company to KeyBank NA, a position he held from June 2013 until his retirement in May 2023. During that time, he also served in other executive-level positions at KeyCorp, including as Vice Chairman from 2017 until his retirement and as Chief Administrative Officer from 2020 until his retirement. Mr. Kimble also served as Chairman and President of KeyBank NA from 2020 until his retirement. Before that, he was Executive Vice President and Chief Financial Officer of Huntington Bancshares, Inc. and Executive Vice President and Controller for AmSouth Bancshares. Mr. Kimble has a Bachelor of Science in Business Administration from Ohio State University. Mr. Kimble’s extensive executive-level experience in the financial services industry, including his service as a Chief Financial Officer of large public bank holding companies allows him to contribute substantially to our Board. |

  24. Biographical Information of Our Director Nominees

    | Patrick J. McCann, Vice Chair of the Board | | | | Age 67 | Director Since 2004 | Greensboro, Georgia Mr. McCann is the former Chief Financial Officer of University of Virginia Foundation, a position he held from 2009 to 2020. Before that, he served as a Senior Finance Executive for Bank of America-Florida Division from 1998 to 2000. He held positions with Barnett Banks, Inc., including as Corporate Director of Finance from 1996 to 1998 and Corporate Controller and Chief Accounting Officer from 1992 to 1996. Mr. McCann received his B.S. degree in accounting from Florida State University. Mr. McCann’s extensive experience in financial management and accounting both within and outside of the banking industry allow him to contribute substantially to our Board. |

  25. Biographical Information of Our Director Nominees

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

  26. Biographical Information of Our Director Nominees

    | Linda V. Schreiner | | | | Age 64 | Director Since 2012 | Richmond, Virginia Ms. Schreiner is a former Senior Vice President of Markel Corporation, a financial holding company with specialty insurance and reinsurance and venture businesses, a position she held from 2016 until 2022. Before that, she served as Senior Vice President of MeadWestvaco, a global packaging company, from 2000 to 2016. She was a Senior Manager, Strategy Consulting of Arthur D. Little, Inc. from 1998 to 2000, and served as Vice President of Signet Banking Corporation from 1988 to 1998. She served as a member of the Darden School of Business Corporate Advisory Board at the University of Virginia from 2014 to 2017 and as Chair of the Board of Directors of Virginia War Memorial Foundation from 2020 to 2022, and she has served as a member of their board since 2009. She was the past President of ChildSavers’ board of directors from 2014 to 2016 and a member of that board since 2008 and a member of ChildSavers’ Endowment Board since 2016. She has served as a member of The Richmond Forum board of directors since 2019. She served as a member of the Executive Committee of Venture Richmond from 2006 to 2014, as Vice Chairman of the board of directors for the Virginia Commonwealth University (“VCU”) Rice Center until 2012, and as a member of that board from 2008 to 2012. Ms. Schreiner received her B.A. degree from the University of Georgia and M. Ed. from the University of Vermont. Ms. Schreiner’s extensive human resources, corporate strategy, communications and leadership experience at large public companies allows her to contribute substantially to our Board. |

  27. Biographical Information of Our Director Nominees

    | Joel R. Shepherd | | | | Age 60 | Roanoke, Virginia | Other Public Company Board: American National Bankshares Inc. Mr. Shepherd is President of Virginia Home Furnishings, Inc., a furniture retailer, a position he has held since 1997. He also serves as President of 220 Self Storage, Inc., a self-storage provider, a position he has held since 1996. Mr. Shepherd has served as a director of American National since 2015. Mr. Shepherd has been nominated as a director of the Company contingent on the closing of our merger with American National before our 2024 annual meeting, and he will become a director of the Company at the effective time of the merger. He is the former Chairman of Franklin Community Bank, N.A. and MainStreet BankShares, Inc. (acquired by American National in 2015). He was Vice President and Portfolio Manager in the Funds Management Division of Dominion Bankshares, Inc. (acquired by First Union Corporation, now part of Wells Fargo & Company) from 1986 to 1993. Mr. Shepherd brings substantial entrepreneurial, construction, finance and management skills gained through his various enterprises, as well as banking and investment experience, which allows him to contribute substantially to our Board. |

  28. Biographical Information of Our Director Nominees

    | Ronald L. Tillett, Chair of the Board | | | | Age 68 | Director Since 2003 | Midlothian, Virginia Mr. Tillett is a Managing Director and Head of Mid-Atlantic Public Finance at Raymond James & Associates, Inc., a position he has held since 2001. Before that, he served as the Secretary of Finance of the Commonwealth of Virginia from 1996 to 2001, and as State Treasurer of the Commonwealth of Virginia from 1991 to 1996. He is a member of the Christopher Newport University (“CNU”) Board of Visitors, Chairman of CNU Foundation Investment Committee, a member of the Board of Trustees of the Wason Center for Civic Leadership, and a member of the Commonwealth Debt Capacity Advisory Committee since 2010. He is also a member of the Board of Trustees of the National Institute of Public Finance, Pepperdine University since 2014. He holds FINRA Series 7, 50, 52, 53, 54, 63, 79, and 99 securities licenses and has passed the SEC Securities Industry Examination. Mr. Tillett received his B.S. degree from VCU. Mr. Tillett’s extensive experience in corporate governance, public finance and debt issuance management, and the investment practices and policies of public entities, as well as his experience as former State Treasurer and Secretary of Finance of the Commonwealth of Virginia, where he had direct responsibility for the financial functions of the Virginia state government, allow him to contribute substantially to our Board. |

  29. Biographical Information of Our Director Nominees

    | Keith L. Wampler | | | | Age 66 | Director Since 2014 | Fredericksburg, Virginia Mr. Wampler is a Partner at PBMares, LLP, a regional certified public accounting and consulting firm with twelve offices in Virginia, Maryland and North Carolina, a position he has held since 1990, and he also served as Chairman of the firm’s board of directors from 2013 until 2022. Before that, he served as a managing partner of PBMares’ predecessor firm from 2001 to 2012. He is an advisory member of the board of directors of Hilldrup, a private company, a founding board member of the Community Foundation of the Rappahannock River Region, a board member of the Fredericksburg Regional Food Bank, and former member of the board of directors of StellarOne Bank. Mr. Wampler received his B.S. degree from Bridgewater College. Mr. Wampler’s extensive experience in consulting and tax services and involvement with sales, mergers and acquisitions of numerous companies allow him to contribute substantially to our Board. |

  30. Biographical Information of Our Director Nominees

    | F. Blair Wimbush | | | | Age 68 | Director Since 2018 | Virginia Beach, Virginia Mr. Wimbush is the former Chief Real Estate and Corporate Sustainability Officer of Norfolk Southern Corporation (“Norfolk Southern”), a transportation company, a position he held from November 2007 to May 2015. Before that, he served in other positions with Norfolk Southern, including as Vice President—Real Estate from 2004 to 2007 and as Senior General Counsel, General Counsel—Operations and in other legal positions from 1980 to 2004. He is a member of the boards of Lifenet Health, Inc. and the Virginia Environmental Endowment. He is a trustee emeritus at the University of Virginia Law School Foundation, where he formerly served as the Chairman. He is also the former Commissioner and Vice Chairman of the Virginia Port Authority. Mr. Wimbush received a B.A. in political science from the University of Rochester, and a J.D. from the University of Virginia School of Law. He attended the Norfolk Southern Management Development program, Duke University Fuqua School of Business and completed the Advanced Management Program at the Harvard Business School. Mr. Wimbush’s extensive experience in a highly regulated industry with a focus on development and implementation of sustainability principles and strategy, management of regulatory and risk mitigation matters, and policy development, as well as his background practicing law in areas of real estate development, antitrust, environmental and safety allow him to contribute substantially to our Board. |

  31. Biographical Information of Our Director Nominees

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

  32. Retirement Policy

    Retirement Policy Our bylaws provide that no director may serve on the Board after the annual meeting following his or her 72nd birthday, other than those directors the Board has determined to be exempt from the mandatory retirement provision. There are currently no directors who are exempt from the mandatory retirement provision. The Board believes a mandatory retirement age of 72 allows valuable, experienced directors with deep knowledge of our operations and a thorough understanding of our history, policies and objectives to serve without unnecessary early retirement.

  33. Retiring and Resigning Directors

    Retiring and Resigning Directors On February 20, 2024, Thomas P. Rohman notified the Board that he will retire from the Boards of Directors of the Company and the Bank effective at the conclusion of our 2024 annual meeting. Mr. Rohman has served as a director of the Company and the Bank since 2013. We are grateful for Mr. Rohman’s strategic insight and contributions during his many years of service on the Board. On February 12, 2024, Thomas G. Snead, Jr. notified the Board that he will retire from the Boards of Directors of the Company and the Bank effective at the conclusion of our 2024 annual meeting. Mr. Snead has served as a director of the Company and the Bank since 2018. We are grateful for Mr. Snead’s strategic insight and contributions during his many years of service on the Board. On July 11, 2023, Heather M. Cox notified the Company of her resignation from the Boards of Directors of the Company and the Bank, effective July 13, 2023, due to the time commitment and professional responsibilities associated with her new position as President of Sapphire Digital, a division of Zelis, a healthcare payments company. Ms. Cox had served as a director of the Company and the Bank since 2022. We are grateful for Ms. Cox’s strategic insight and contributions during her service on the Board.

  34. Retiring and Resigning Directors

    | PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  35. Retiring and Resigning Directors

    The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm. The Audit Committee engages in an annual evaluation of the independent registered public accounting firm’s qualifications, assessing a wide variety of factors. The Audit Committee also considers whether there should be periodic rotation of the independent registered public accounting firm. After assessing the performance and independence of Ernst & Young LLP (“EY”), our current independent registered public accounting firm, the Audit Committee believes it is in the best interests of the Company and its shareholders to retain EY. The Audit Committee has appointed EY as the independent registered public accounting firm to audit our financial statements for the year ending December 31, 2024. The Audit Committee seeks shareholder ratification of this appointment. EY has served as our independent registered public accounting firm since 2015. Although ratification of our independent registered public accounting firm is not required by our articles of incorporation, bylaws or otherwise, we are seeking such ratification as a matter of good corporate practice. A representative from EY is expected to attend the annual meeting, will have the opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions. If our shareholders do not ratify the appointment of EY at the annual meeting, we currently contemplate that EY’s appointment for 2024 will continue unless the Audit Committee finds other compelling reasons for making a change. However, the Audit Committee will take this vote into consideration for the selection of our independent registered public accounting firm for 2025.

  36. Retiring and Resigning Directors

    | | Our Board recommends you vote “FOR” the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |

  37. Retiring and Resigning Directors

    | PROPOSAL 3—APPROVING OUR NAMED EXECUTIVE OFFICER COMPENSATION (AN ADVISORY, NON-BINDING SAY ON PAY RESOLUTION) |

  38. Retiring and Resigning Directors

    Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires a separate and advisory (non-binding) shareholder vote to approve the compensation of our named executive officers disclosed in this proxy statement. This proposal, commonly known as a “Say on Pay” proposal, gives shareholders the opportunity to endorse or not endorse a company’s executive pay program. At our 2023 annual meeting of shareholders, our shareholders voted to conduct a Say on Pay vote every year, as recommended by our Board. Accordingly, each year, we provide our shareholders with the opportunity to cast an advisory (non-binding) vote on the compensation of our named executive officers as disclosed in this proxy statement under the heading “Compensation Discussion and Analysis,” the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure. We believe our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. Because your vote is advisory, it will not be binding on our Board. However, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. The next Say on Pay vote is expected to take place at our 2025 annual meeting of shareholders. Our shareholders are being asked to approve the following resolution: “RESOLVED, that the shareholders of Atlantic Union Bankshares Corporation approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement.”

  39. Retiring and Resigning Directors

    | | Our Board recommends you vote “FOR” the approval of the Say on Pay resolution set forth above. |

  40. Retiring and Resigning Directors

    | OUR CULTURE |

  41. Compensation Committee Interlocks and Insider Participation

    | DIRECTOR COMPENSATION |

  42. 2023 Director Compensation

    2023 Director Compensation The table below sets forth the annual compensation of our non-employee directors for fiscal year 2023.

  43. 2023 Director Compensation

    | Amount of Cash Retainer | Position | | $45,000 | Board Members | | $80,000 | Additional Fee to Chair | | $20,000 | Additional Fee to Vice Chair | | $22,500 | Additional Fee to Audit Committee Chair | | $16,000 | Additional Fee to Compensation and Risk Committee Chairs | | $14,000 | Additional Fee to Nominating and Corporate Governance and Trust Committee Chairs | | $11,000 | Additional Fee for Service as an Audit Committee Member | | $8,000 | Additional Fees for Service as a Committee Member (other than the Audit Committee or Executive Committee) | | Director Equity Retainer | | | $60,000 issued in the form of unrestricted shares of our common stock | |

  44. 2023 Director Compensation

    We also pay our Executive Committee members, other than Mr. Asbury, a per meeting fee of either $1,000, if the meeting is one hour or more, or $500, if the meeting is telephonic and lasts less than one hour. Each member of the Board also serves as a director of the Bank (the “Bank Board”). Directors do not receive additional compensation for service on the Bank Board. Further, directors generally do not receive compensation for service on any committee of the Bank Board, and no such fees were paid in 2023.

  45. Changes to Director Compensation in 2024

    Changes to Director Compensation in 2024 Based on consultation with Meridian, the Compensation Committee’s independent compensation consultant, and a competitive review of our non-employee director compensation program, effective January 1, 2024, the annual cash retainer was increased from $45,000 to $50,000 and the annual equity retainer was increased from $60,000 to $65,000. All other fees were unchanged. The following table summarizes the compensation paid to our non-employee directors during 2023. Ms. Agee and Mr. Shepherd are not included in the table below because they were not directors in 2023.

  46. 2023 Director Compensation

    2023 Director Compensation

  47. 2023 Director Compensation

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

  48. 2023 Director Compensation

    | (1) Includes total compensation earned through Board fees, retainers and committee fees, whether paid or deferred. Refer to the “2023 Director Compensation” section for more information. |

  49. 2023 Director Compensation

    | (2) Represents the aggregated grant date fair value of the awards computed in accordance with FASB ASC Topic 718. A discussion of our assumptions for stock-based compensation are found in Note 14, “Employee Benefits and Stock Based Compensation” to our consolidated financial statements included in our 2023 Annual Report on Form 10-K. |

  50. 2023 Director Compensation

    | (3) Messrs. Corbin, Tillett and Wimbush elected to defer their stock awards for 2023, and Mr. Corbin and Mr. Wimbush elected to defer their cash retainers for 2023 into the Virginia Bankers Association’s non-qualified deferred compensation plan for the Company. There were no above market or preferential earnings associated with the deferrals into this plan. |

  51. 2023 Director Compensation

    | (4) Messrs. Corbin and Ellett elected to receive stock in lieu of their annual cash Board member retainer for all of 2023. |

  52. 2023 Director Compensation

    | (5) Ms. Cox resigned from the Board effective July 13, 2023. |

  53. 2023 Director Compensation

    | (6) Messrs. Engola and Kimble and Ms. O’Hara were appointed as directors on December 6, 2023. |

  54. 2023 Director Compensation

    | (7) Messrs. Rohman and Snead are not standing for re-election at the 2024 annual meeting and will retire from the Board effective at the conclusion of our 2024 annual meeting. |

  55. 2023 Director Compensation

    | AUDIT INFORMATION AND REPORT OF THE AUDIT COMMITTEE |

  56. Directors and Executive Officers

    Directors and Executive Officers

  57. Directors and Executive Officers

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

  58. Directors and Executive Officers

    | * Represents less than 1% of our common stock or depositary shares, as applicable. |

  59. Directors and Executive Officers

    | (1) Based on Ms. Agee’s ownership of 23,269.72 shares of American National common stock, which will automatically convert into 31,414 shares of our common stock at the effective time of the merger, based on the exchange ratio in the merger. |

  60. Directors and Executive Officers

    | (2) Includes 25,353 shares of phantom stock allocated to Mr. Corbin’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. Includes 13,072 shares of common stock held indirectly by Mr. Corbin as Trustee of a trust. |

  61. Directors and Executive Officers

    | (3) Includes 201 shares of common stock registered in the name of Mr. McCann’s spouse. |

  62. Directors and Executive Officers

    | (4) Based on Mr. Shepherd’s ownership of an aggregate of 80,157.5 shares of American National common stock, 100 shares of which are held indirectly by his children, which will automatically convert into 108,212 shares of our common stock at the effective time of the merger, based on the exchange ratio in the merger. |

  63. Directors and Executive Officers

    | (5) Includes 37,322 shares of common stock held indirectly by Mr. Snead as Trustee and settlor of a trust. |

  64. Directors and Executive Officers

    | (6) Includes 7,698 shares of phantom stock allocated to Mr. Tillett’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. |

  65. Directors and Executive Officers

    | (7) Includes 23,225 shares of phantom stock allocated to Mr. Wampler’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. |

  66. Directors and Executive Officers

    | (8) Includes 7,695 shares of phantom stock allocated to Mr. Wimbush’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. |

  67. Directors and Executive Officers

    | (9) Includes 49,757 shares of restricted stock over which Mr. Asbury has no investment power until such shares vest. |

  68. Directors and Executive Officers

    | (10) Includes 20,886 shares of restricted stock over which Mr. Gorman has no investment power until such shares vest. |

  69. Directors and Executive Officers

    | (11) Includes 27,404 shares of restricted stock over which Ms. Tedesco has no investment power until such shares vest. |

  70. Directors and Executive Officers

    | (12) Includes 11,181 shares of restricted stock over which Mr. Linderman has no investment power until such shares vest. |

  71. Directors and Executive Officers

    | (13) Includes 14,593 shares of restricted stock over which Mr. Ring has no investment power until such shares vest. |

  72. Key 2023 Compensation Highlights

    | ● | We adjusted NEO base salaries to maintain competitiveness with the market median of our compensation peer group as well as to reflect individual performance, duties, skills, and experience. We also adjusted other elements of variable compensation, where needed, to more closely align total compensation with the market median. |

  73. Key 2023 Compensation Highlights

    | ● | We paid a discretionary bonus to our NEOs equal to what would have been paid if we had achieved target performance on each corporate performance measure under the MIP. In February 2024, the Compensation Committee determined that due to the significant turmoil in the banking industry and its related impacts, we did not achieve threshold performance for our corporate performance measures under the MIP—net operating earnings, operating ROA, operating ROTCE, and operating efficiency ratio—based on the performance levels set in early 2023 before the Silicon Valley Bank and Signature Bank failures. However, based in part on our financial performance relative to our Updated Financial Plan and our performance in comparison to our compensation peer group as discussed below under “Short-term Incentive Compensation and Discretionary Bonus,” and in recognition of our achievements during a year of significant industry turmoil, as discussed under “—Response to Industry Turmoil and Key 2023 Performance Highlights,” and in light of the Compensation Committee’s overall compensation philosophy that, in part, seeks to attract and retain high level executive talent and to drive performance, the Compensation Committee determined to pay each NEO a discretionary bonus. |

  74. Key 2023 Compensation Highlights

    | ● | We made cash payments under the MIP to our NEOs for their respective individual/divisional performance measures at the target (100%) performance level. For performance that exceeded target, the Compensation Committee used its discretion to pay those additional amounts in the form of a restricted stock award that will vest on the one-year anniversary of the grant date. |

  75. Key 2023 Compensation Highlights

    | ● | We granted equity awards to our NEOs in the form of time-based restricted stock and performance share units (“PSUs”) under our Long-Term Incentive Program, and added a new performance metric to the PSUs—core return on average tangible common equity (“ROATCE”)—to provide for a more balanced perspective of our performance and to more closely align with the practices of our compensation peer group. All NEOs were granted a mix of equity awards that included no less than fifty percent of the value in PSUs. |

  76. Pay Practices

    | What We Do | | | Pay for Performance | A meaningful portion of executive compensation is linked to key metrics of our financial performance. | | Emphasize Long-Term Performance | Our time-based restricted stock and PSU awards vest over a three-year period, subject to the achievement of pre-established performance goals for the PSUs. | | Stock Ownership Policy | Our stock ownership policy aligns the interests of our executive officers with the interests of our shareholders. | | Incentive Compensation Recovery Policy (Clawback Policy) | Our Board has adopted a policy requiring the recoupment of incentive compensation in the event of certain financial restatements. | | Annual Risk Assessment | Our Compensation Committee annually assesses the risks of our compensation programs, with the assistance of our risk management department. |

  77. Pay Practices

    | What We Don’t Do | | | No Hedging or Pledging | We prohibit all employees and directors from engaging in short sales, puts, calls, swaps and other derivative transactions in our stock and hedging our stock. We also prohibit directors and executive officers from pledging our stock. | | No Excise Tax Gross-Ups | We do not allow for excise tax gross-ups under employment agreements or other severance plans. | | No “Single Trigger” Severance Payments | Cash severance payments in connection with a change in control require a qualifying termination of employment. | | Limited Use of Employment Agreements | We limit the use of employment agreements to our CEO, President and COO, and CFO. All other executives are covered under our Executive Severance Plan. | | No Dividend Equivalents Earned on Performance-Based Awards | We do not accrue or pay dividend equivalents on unearned performance-based awards during their performance periods. |

  78. Compensation Philosophy and Objectives

    | ● | Pay for performance: We use performance-based cash and equity incentive programs to create a balance between fixed and at-risk compensation. Payouts under these programs vary depending upon performance against both our annual corporate performance measures and individual/divisional performance measures, as applicable. We incentivize our executive officers to achieve targeted performance against our operational and financial goals, as well as individual growth objectives, by tying greater financial results to greater financial rewards. |

  79. Compensation Philosophy and Objectives

    | ● | Reward long-term growth and profitability: We use equity-based compensation with vesting periods of generally no less than three years to encourage retention, promote performance and increase our executive officer’s level of at-risk compensation. These awards are designed to motivate the execution and achievement of long-term results. |

  80. Role of the Compensation Committee

    | ● | Reviewing and recommending to the Board the adoption, amendment, extension or termination of any employment agreements, retirement benefits and severance arrangement or plans with our executive officers; and |

  81. Role of the Compensation Committee

    | ● | Reviewing and recommending to the Board the form and amount of non-employee director compensation. |

  82. Compensation Consultants

    Compensation Consultants The Compensation Committee engages an independent compensation consultant to provide benchmarking market data and serve as an advisor, among other services. The independent compensation consultant serves at the request of, and reports directly to, the Compensation Committee. The Compensation Committee has the sole authority to engage the independent compensation consultant and approve their fees and the other terms of the engagement. During 2023, the Compensation Committee retained the services of Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. In this role, Meridian advised the Compensation Committee on various executive and director compensation matters including:

  83. Compensation Consultants

    | ● | providing peer benchmarking data with respect to executive compensation practices within our defined peer group; |

  84. Compensation Consultants

    | ● | providing information regarding base salary ranges and recommendations for the executive officers; |

  85. Compensation Consultants

    | ● | assisting in the development of compensation guidelines used during the executive hiring process; |

  86. Compensation Consultants

    | ● | reviewing the Compensation Discussion and Analysis section of the proxy statement; |

  87. Compensation Consultants

    | ● | assisting in the development of goals for our short- and long-term incentive plans; and |

  88. Compensation Consultants

    | ● | providing updates on regulatory matters and trends. |

  89. Compensation Consultants

    Meridian does not perform any other services for the Company. The Compensation Committee considered the independence of Meridian in light of applicable SEC rules and listing exchange standards. In so doing, the Compensation Committee considered the following factors, among others: (i) the fact that Meridian provides no other services to us; (ii) the amount of fees we paid to Meridian as a percentage of Meridian’s total revenue; (iii) Meridian’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Meridian or the individual compensation advisors employed by Meridian with any of our executive officers; (v) any business or personal relationship of the individual compensation advisors employed by Meridian with any member of the Compensation Committee; and (vi) whether Meridian or the individual compensation advisors employed by Meridian owned any of our stock. The Compensation Committee determined, based on its analysis of the above factors, among others, that the work of Meridian and the individual compensation advisors employed by Meridian did not raise any conflicts of interest.

  90. Compensation Benchmarking and Decisions

    Compensation Benchmarking and Decisions Each year, the Compensation Committee, with the assistance of its independent compensation consultant, reviews the compensation of our peers to assess the competitiveness of our compensation arrangements with our NEOs. The Compensation Committee uses this information as a benchmarking reference to ascertain whether we have competitive compensation levels with other comparable institutions, in setting compensation target levels, and in deciding whether to make any changes in base salary, annual cash incentive awards and long-term equity awards, among other things. The Compensation Committee, with the advice of its independent compensation consultant, also reviews the composition of this peer group annually. In selecting our peer group for 2023, the Compensation Committee began by including publicly traded U.S. banks with assets (as of the end of the second quarter of 2022) ranging from approximately 50% to 200% of our asset size. The Compensation Committee then considered the “compatibility” and “comparability” of each company by reviewing, among other things, each peer company’s asset size, earnings, geographical location, organizational structure and governance, number of employees, number of branch offices, and service offerings. Taking these criteria into consideration, the Compensation Committee approved a group of 22 peers, listed below, among which the Company is positioned near the median in terms of asset size.

  91. Compensation Benchmarking and Decisions

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

  92. Compensation Benchmarking and Decisions

    In addition to the selected peer group, the Compensation Committee also considered the executive compensation of peer companies used by proxy advisory firms to ensure reasonable overlap. Finally, the Compensation Committee reviewed relevant market and survey data and analyses provided by its independent compensation consultant, including the following:

  93. Compensation Benchmarking and Decisions

    | ● | McLagan, 2022 Regional and Community Banking Compensation Survey; and |

  94. Compensation Benchmarking and Decisions

    | ● | Custom peer group proxy filings. |

  95. Compensation Benchmarking and Decisions

    Executive positions were matched to the data based on job duties using the appropriate scope for asset size.

  96. Elements of Compensation

    Generally, the Compensation Committee targets NEO base salary compensation levels and short- and long-term incentive compensation opportunity percentages at the median of the selected peer group market data. For 2023, target executive compensation levels were considered in-line with respective market benchmarks. The elements of compensation are described further below and are also detailed in the Summary Compensation Table and the other tables following this Compensation Discussion and Analysis.

  97. Short-Term Incentive Compensation and Discretionary Bonus

    Short-Term Incentive Compensation and Discretionary Bonus As discussed above, the Management Incentive Plan, or “MIP,” is our short-term incentive compensation plan, which is administered by the Compensation Committee with input from our CEO. Under the MIP, the Compensation Committee determines each executive’s target incentive award at the beginning of the fiscal year, which is expressed as a percentage of each executive’s base salary. The Compensation Committee also selects corporate and individual/divisional performance measures, and each executive’s target incentive award is weighted between these measures. Additionally, the Compensation Committee establishes threshold, target and superior performance levels and the weights for each selected corporate performance measure. Under the terms of the MIP, cash payments may range from 0% to 200% of each executive’s target incentive award. If an executive’s employment is terminated before payment is made under the MIP for any reason other than for death, permanent disability or retirement at or after age 65 during the plan year, the executive is not entitled to receive any compensation thereunder. Under the MIP, the Compensation Committee has the discretion to increase or decrease an incentive award in light of considerations it deems relevant and appropriate. In addition, unless the Compensation Committee determines otherwise, no incentive awards will be paid under the MIP, regardless of performance against the specified individual/divisional and corporate performance measures, if the Compensation Committee considers it imprudent to pay awards under the MIP based on (i) any regulatory agency issuing a formal, written enforcement action, memorandum of understanding or other negative directive action; or (ii) our credit quality. Payouts under the MIP are also subject to the terms of our Incentive Compensation Recovery Policy, as well as any similar provisions of applicable law or regulation. For 2023, each NEO’s target incentive award and weighting between corporate and individual/ divisional performance measures were as follows:

  98. Short-Term Incentive Compensation and Discretionary Bonus

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

  99. Corporate Performance Measures

    Corporate Performance Measures For our NEOs, other than Mr. Ring, the largest portion of the target incentive award was tied to our achievement of corporate performance measures. Mr. Ring is responsible for one of our most significant lines of business and therefore has an equal portion of his target incentive award tied to individual/divisional performance measures. In February 2023, the Compensation Committee reviewed and approved the 2023 corporate performance measures and weightings based on our Board-approved 2023 financial plan, which includes financial forecasts that consider our growth strategies, historical performance, and key economic assumptions for our industry. This process occurred, and corporate performance measures were established, before the industry experienced the unforeseen turmoil discussed above under “—Response to Industry Turmoil and Key 2023 Performance Highlights.” In response to these events, management and the Board updated our 2023 financial plan in the second quarter of 2023, to revise forecasted performance to address new economic assumptions while maintaining forecasted performance that we believed was consistent with delivering top-tier financial performance relative to our peers (the “Updated Financial Plan”). However, the Compensation Committee determined not to adjust the corporate performance levels under the MIP at that time due to continued significant uncertainty in the economic outlook and in the broader banking industry. The selected corporate performance measures for 2023, their respective weightings and performance levels as set in February 2023 are outlined below (dollars in thousands). Actual performance between threshold, target and superior performance levels is calculated using straight line interpolation using a 50% payout for threshold performance, a 100% payout for target performance, and a 200% payout for superior performance.

  100. Corporate Performance Measures

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

  101. Corporate Performance Measures

    | (1) For information regarding how the Compensation Committee defined these performance measures for 2023, see “—Incentive Awards Payouts—Corporate Performance” below. |

  102. Individual/Divisional Performance Measures

    Individual/Divisional Performance Measures Each NEO has a portion of their incentive award tied to their individual/divisional performance. The CEO annually evaluates all other NEOs’ individual performance using an assessment model as determined by the CEO in consultation with the Chief Human Resource Officer. The CEO’s evaluation is then provided to the Compensation Committee to assist in determining incentive award payments. The Compensation Committee leads the CEO’s annual performance evaluation. In 2023, our assessment model included the following seven key areas of focus:

  103. Individual/Divisional Performance Measures

    | Areas of Focus | Key Objectives | | Strategic Plan, Formation & Execution | Successfully develops and implements business unit strategy, consistent with our overall strategic plan | | Risk Management Initiatives & Key Metrics | Adheres to our management strategy and risk appetite through active partnership with all key risk stakeholders | | Financial/Operating Results & Metrics | Manages to the financial plan for the executive’s area of responsibility | | Leadership/People Management | Attracts, retains and develops diverse talent, defines future needs, evaluates current talent and makes changes where necessary | | Operational Effectiveness & Scalability | Oversees, manages and drives operational efficiency, optimization and effectiveness to ensure a high delivery of service standards through the use of innovative solutions and automation |

  104. Individual/Divisional Performance Measures

    | Areas of Focus | Key Objectives | | Customer (Internal and/or External) Experience | Builds strong customer relationships and delivers customer-centric solutions that are aligned to customer needs, driving high levels of customer satisfaction and engagement | | Community Leadership & External Relationships | Promotes our mission and builds relationships with third party associations, businesses, social groups and other organizations that are beneficial to achieving our mission |

  105. Incentive Award Payouts and Discretionary Bonus

    Incentive Award Payouts and Discretionary Bonus Corporate Performance. In February 2024, the Compensation Committee determined that due to the significant turmoil in the banking industry and its related impacts, we did not achieve any corporate performance measure under the MIP at threshold based on the levels set in February 2023. As a result, our NEOs were awarded 0% of their cash incentive compensation for our corporate performance measures under the MIP in 2023. However, based on management’s performance and achievements during a year of significant industry turmoil, including those described above under “—Response to Industry Turmoil and Key 2023 Performance Highlights,” as well as our financial performance discussed below, and in light of the Compensation Committee’s overall compensation philosophy that, in part, seeks to attract and retain high level executive talent and to drive performance, the committee determined to pay out a discretionary bonus equal to what would have been paid if we had achieved target performance on each corporate performance measure under the MIP. This discretionary bonus is shown in the Summary Compensation Table in the “Bonus” column. The Compensation Committee’s determination was based, in part, on its review of our financial performance on both an absolute basis and relative to our compensation peer group. For example, the Compensation Committee reviewed our performance on each corporate performance measure under the MIP in 2023, relative to the updated forecasts in our Updated Financial Plan, as shown in the following table (dollars in thousands).

  106. Incentive Award Payouts and Discretionary Bonus

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

  107. Incentive Award Payouts and Discretionary Bonus

    | (1) Net operating income excludes from net income strategic cost saving initiatives (principally composed of severance charges related to headcount reductions, costs related to modifying certain third-party vendor contracts, and charges for exiting certain leases), merger-related costs, a legal reserve associated with our previously disclosed settlement with the CFPB, a FDIC special assessment, loss on sale of securities, and gain on sale-leaseback transactions. |

  108. Incentive Award Payouts and Discretionary Bonus

    | (2) Operating ROA is calculated by dividing net operating income (defined above) by our average total assets. |

  109. Incentive Award Payouts and Discretionary Bonus

    | (3) Operating ROTCE is calculated by dividing net operating income (defined above), as further adjusted to exclude preferred dividends and tax-effected amortization of intangible assets, by our average tangible common equity. |

  110. Incentive Award Payouts and Discretionary Bonus

    | (4) Operating efficiency ratio is calculated by taking our adjusted non-interest expense and dividing it by our adjusted revenues. Adjusted noninterest expense excludes the amortization of intangible assets, strategic cost saving initiatives, merger-related costs, a legal reserve associated with our previously disclosed settlement with the CFPB, a FDIC special assessment, loss on sale of securities, and gain on sale-leaseback transactions. |

  111. Incentive Award Payouts and Discretionary Bonus

    In addition, the Compensation Committee also noted that our financial performance exceeded the median of our proxy peer group on each selected return measure under the MIP—Operating ROA, Operating ROTCE and Operating Efficiency Ratio. Individual/Divisional Performance. The following table describes key highlights of each NEO’s individual/divisional performance in 2023, and the associated payout percentage of their incentive award related to their individual/divisional performance under the MIP for 2023, in each case as approved by the Compensation Committee:

  112. Incentive Award Payouts and Discretionary Bonus

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

  113. Incentive Award Payouts and Discretionary Bonus

    | Name | Individual /Divisional Performance Key Highlights | Payout % for Individual/ Divisional Performance | | Maria P. Tedesco | Ms. Tedesco provided outstanding leadership across numerous initiatives during a challenging 2023. She guided our customer-facing business lines’ incident response to the bank failures, while achieving key objectives of the strategic plan and growing our deposit base 5.6% year-over-year despite the industry disruption. She also led the execution of our strategic cost savings measures initiated in the second quarter, which included a 4% headcount reduction, and made substantial progress on our transformation agenda with a renegotiation of our core operating system vendor contracts and the selection of a new online and mobile banking platform. Additionally, she is leading the American National Bankshares, Inc. integration planning effort and reorganized several business lines to improve controls, risk management practices, efficiency, and accountability. | 125% | | David V. Ring | Mr. Ring drove strong results for both the Wholesale and Wealth Management teams, and supported enterprise-wide initiatives including increasing consumer relationships with Wholesale clients through a partnership with our Workplace Solutions Banking team and consolidating our loan documentation responsibility for both Business Banking and Wholesale. He also completed our transition from LIBOR to SOFR in partnership with our Finance team. He has reduced the salary expense run rate for his business lines by approximately $5.3 million and has focused his efforts on diversity, equity, inclusion and belonging with attention to recruiting diverse talent. Other areas of focus for Mr. Ring in 2023 included increasing bank-wide employee volunteerism, expanding community reinvestment, supporting bank-wide operations initiatives around HMDA, adherence to Regulation B, and reducing processing exceptions. Under his leadership, we have seen strong business growth in loans, deposits, treasury management and a reduction in fraud expenses. | 125% | | Matthew L. Linderman | Mr. Linderman successfully led the first phase of our three-year technology strategy and roadmap, which has led to both a maturing and modernizing of our technology stack. This first phase included the completion of our core modernization initiative including the renegotiation of core operating system vendor contracts and the selection of a new online/mobile banking platform. This work resulted in substantial expected savings of approximately $6 - $7 million per year. In addition, he accomplished certain key technology enhancements to drive better teammate and customer experience by adding capabilities including the implementation of Enterprise Salesforce and a new Customer Care Center Voice Response Unit. | 110% |

  114. Incentive Award Payouts and Discretionary Bonus

    Payouts. In 2023, as discussed above, the Compensation Committee paid incentive awards in the form of (a) incentives under the MIP related to each NEO’s performance with respect to their individual/divisional metrics, and (b) a discretionary bonus equal to what would have been paid if we had achieved target performance on the portion of the MIP tied to our corporate performance measures, the aggregate of which was equal to 100% of target under the MIP for each respective NEO, as set forth in the following table.

  115. Incentive Award Payouts and Discretionary Bonus

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

  116. Incentive Award Payouts and Discretionary Bonus

    | (1) The portion of the total cash incentive payout that was paid as a discretionary bonus is reported in the Summary Compensation Table in the “Bonus” column, as follows: Mr. Asbury—$720,000; Mr. Gorman—$272,037; Ms. Tedesco—$378,415; Mr. Ring—$140,634; and Mr. Linderman—$155,100. |

  117. Incentive Award Payouts and Discretionary Bonus

    While each NEO exceeded the target performance level with respect to the portion of their annual cash incentive payment tied to their individual/divisional performance measures, the Compensation Committee exercised its discretion to cap cash payments for the achievement of these measures at 100% of target and instead award amounts above the target level of individual/divisional performance in the form of a restricted stock award that will vest on the one-year anniversary of the grant date. This resulted in the following equity awards to our NEOs with respect to the individual/divisional performance measures under the MIP; however, as this use of discretion was applied in 2024, the stock awards will not be reflected in the Summary Compensation Table and Grants of Plan-Based Awards Table until our 2025 proxy statement.

  118. Incentive Award Payouts and Discretionary Bonus

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

  119. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We also use long-term incentive compensation to motivate our executives to execute and achieve long-term results and to align their interests with those of our shareholders. The Compensation Committee approves long-term incentive compensation awards annually. In making long-term incentive compensation determinations, the Compensation Committee considers the following:

  120. Long-Term Incentive Compensation

    | ● | our performance relative to peers; |

  121. Long-Term Incentive Compensation

    | ● | industry-specific survey results; |

  122. Long-Term Incentive Compensation

    | ● | the data and opinions offered by the Compensation Committee’s independent compensation consultant; |

  123. Long-Term Incentive Compensation

    | ● | our earnings, growth, and risk management practices and results; and |

  124. Long-Term Incentive Compensation

    | ● | the accounting and tax treatment of the type of award that may be granted, for both us and the recipient. |

  125. Long-Term Incentive Compensation

    We also maintain a stock ownership policy to support the objective of increasing the amount of our common stock owned by our executive officers (including our NEOs), to align the financial interests of our executive officers with the general financial interests of our shareholders, and to seek to ensure that our executive officers have a significant stake in our long-term success. See the discussion below under “—Executive Stock Ownership” for a description of our stock ownership policy applicable to our executive officers.

  126. Stock Incentive Plan

    Stock Incentive Plan In 2021, our shareholders approved the Atlantic Union Bankshares Corporation Stock and Incentive Plan, as amended and restated May 4, 2021, which we refer to as the “AUB SIP”. Under the AUB SIP, we can grant up to 4,000,000 shares of our common stock in the form of stock options, restricted stock, restricted stock units, stock awards, PSUs and performance cash awards to our eligible employees and non-employee directors. The Compensation Committee administers the AUB SIP and has discretion with respect to determining whether, when, and to whom such awards may be granted. The Compensation Committee also determines the terms and conditions for each such award, including any vesting schedule (subject to Board approval, in the case of NEOs). As of December 31, 2023, there were 1,204,260 shares remaining under the AUB SIP for future grants and awards.

  127. 2023 Long-Term Incentive Program Awards

    2023 Long-Term Incentive Program Awards The Compensation Committee grants a combination of time-based restricted stock and PSU awards to balance our executives’ long-term incentive compensation between retention and performance awards. The Compensation Committee believes that this combination, coupled with meaningful stock ownership requirements, reduces the risk profile of the awards while ensuring that our executives are focused on our long-term success and increasing shareholder value. The 2023 Long-Term Incentive Program (“LTIP”) awards granted to our NEOs in February 2023 consisted of the following:

  128. 2023 Long-Term Incentive Program Awards

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

  129. 2023 Long-Term Incentive Program Awards

    Time-Based Restricted Stock. The time-based restricted stock awards will vest in equal annual installments over a three-year period, provided the executive remains employed through each vesting date, subject to certain exceptions. Performance Share Units. The PSUs are only earned on our achievement of the selected performance measure established by the Compensation Committee over a three-year performance period, provided the executive remains employed through the payment date (which is the date within sixty days following the end of the three-year performance period that the Compensation Committee certifies the performance results), subject to certain exceptions. In 2023, the Compensation Committee, in consultation with Meridian, added an additional performance metric to the PSUs, which the committee believes aligns with market practice and creates a more balanced approach to measuring performance over the long-term period. As a result, the 2023 PSUs are subject to the achievement of two equally weighted performance measures—total shareholder return (“TSR”) and core ROATCE—each relative to banks comprising the KBW Regional Banking Index. Below are the performance measures and threshold, target and maximum achievement levels for the 2023-2025 performance cycle for the 2023 PSUs:

  130. 2023 Long-Term Incentive Program Awards

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

  131. 2023 Long-Term Incentive Program Awards

    | (1) Performance results between threshold and target and target and maximum are calculated on a straight- line interpolation basis. Performance for either of the measures below the 25th percentile will result in no vesting of the portion of the 2023 PSU awards associated with that measure. |

  132. 2023 Long-Term Incentive Program Awards

    In addition, all 2023 LTIP awards (time-based restricted stock and PSUs) are subject to clawback by us as required by our Incentive Compensation Recovery Policy and applicable law. Under our Incentive Compensation Recovery Policy, if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, the Board will take reasonably prompt action to recover all incentive-based compensation in excess of the amount that would have been received based on the restatement, unless the Compensation Committee determines it to be impracticable as set forth in the policy. We reserve the right to modify other long-term incentive awards granted to an executive should they fail to surrender or repay the PSU and/or time-based restricted stock awards in compliance with this policy. For a description of the treatment of time-based restricted stock and PSU awards upon termination, see “Potential Payments Upon Termination or Change in Control—Equity Awards” below. 2023 Long-Term Incentive Program Awards. The table below shows the number of shares and units granted as time-based restricted stock and PSU awards under the 2023 LTIP to our NEOs in February 2023:

  133. 2023 Long-Term Incentive Program Awards

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

  134. 2023 Long-Term Incentive Program Awards

    | (1) The amount provided represents payment of the 2023 PSUs at target. |

  135. March 2023 Time-Based Restricted Stock Award to Mr. Linderman

    March 2023 Time-Based Restricted Stock Award to Mr. Linderman Mr. Linderman joined us in February 2023 as our new Chief Information Officer. In accordance with his employment offer, we awarded Mr. Linderman a time-based restricted stock award on the one-month anniversary of his hire date with a grant date fair value of $100,000. The award vests in equal annual installments over a three-year period, provided he remains employed through each vesting date, subject to certain exceptions.

  136. 2021 Performance Share Unit Results

    2021 Performance Share Unit Results The performance period for the 2021 PSUs ended on December 31, 2023. The performance measure for this award was our TSR, relative to the TSR of banks comprising the KBW Regional Banking Index. The 2021 PSUs had a payout threshold of 10% (for relative TSR at the 25th percentile), a target of 100% (for relative TSR at the 50th percentile), and a maximum of 200% (for relative TSR at the 100th percentile).

  137. 2021 Performance Share Unit Results

    | Measure | Threshold | Target | Maximum | Actual Performance | | Relative TSR(1) | 25th percentile | 50th percentile | 100th percentile | 47th percentile |

  138. 2021 Performance Share Unit Results

    | (1) Measured relative to the population of KBW Regional Banking Index constituents. |

  139. 2021 Performance Share Unit Results

    Based on the above, the 2021 PSUs were earned at 89% of target. Payment of the earned portion of the 2021 PSUs occurred on January 24, 2023, the date the Compensation Committee certified the performance results, and were as follows:

  140. 2021 Performance Share Unit Results

    | Name | 2021 Earned PSUs | | John C. Asbury | 15,965 | | Robert M. Gorman | 6,035 | | Maria P. Tedesco | 7,646 | | David V. Ring | 4,194 |

  141. 2021 Performance Share Unit Results

    Mr. Linderman did not begin his employment with the Company until 2023 and, therefore, he did not have any outstanding 2021 PSUs.

  142. Employment Agreements

    Employment Agreements On January 14, 2022, we entered into an employment agreement with Ms. Tedesco, in connection with her appointment as Chief Operating Officer of the Bank. Also on January 14, 2022, we entered into an amended and restated employment agreement with each of Mr. Asbury and Mr. Gorman to make non- material, conforming changes to their pre-existing agreements for alignment with Ms. Tedesco’s agreement. Mr. Asbury, Mr. Gorman and Ms. Tedesco are our only NEOs who have employment agreements with the Company. The terms of these agreements were negotiated and determined considering the best interests of the Company and our shareholders. In attracting and securing a talented team of executive officers, we believe we have positioned the Company to successfully execute our growth strategy and vision. The employment agreement with each of Mr. Asbury, Mr. Gorman and Ms. Tedesco had an initial term that ended on December 31, 2022, at which time it automatically renewed and will continue to renew on each December 31 thereafter, unless we give notice to the executive by September 30 before the applicable renewal date that the employment term will not be extended. Under each employment agreement, the executive’s base salary is reviewed annually by the Board, and each executive is eligible to participate in our short-term and long-term incentive compensation plans, at the discretion of our Board and Compensation Committee.

  143. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We provide change in control benefits, and in certain circumstances severance benefits, specifically to retain our executive officers, including our NEOs, during a potential change in control and also to provide income continuation in the event of certain involuntary terminations. We believe these arrangements are consistent with peer practices and provide an appropriate level of compensation to our executive officers if their employment is terminated and they need to find comparable employment within a short period of time. The change in control benefits also allow our executives to pursue potential change in control transactions that are in the best interests of our shareholders regardless of whether such transactions may result in the loss of their own job. Each of our employment agreements with Mr. Asbury, Mr. Gorman and Ms. Tedesco provide severance benefits in the event of certain involuntary terminations. In addition, we have entered into management continuity agreements with Mr. Asbury, Mr. Gorman and Ms. Tedesco that provide certain “double trigger” cash severance benefits in the event of a qualifying termination following a change in control. All of our other NEOs participate in the Atlantic Union Bankshares Corporation Executive Severance Plan as amended and restated effective November 18, 2021 (the “Executive Severance Plan”), which provides severance benefits in the event of certain involuntary terminations, including “double-trigger” cash severance benefits in the event of a qualifying termination following a change in control. For a more detailed description of the severance and change in control benefits applicable to our NEOs, including a description of the vesting provisions for our time-based restricted stock and PSU awards, see the discussion below under “Potential Payments Upon Termination or Change in Control.”

  144. Executive Compensation in 2024

    | | Incentive Opportunity | | | Name | 2024 Short-Term | 2024 Long-Term | | John C. Asbury | 100% | 200% | | Robert M. Gorman | 70% | 115% | | Maria P. Tedesco | 75% | 115% | | David V. Ring | 55% | 75% | | Matthew L. Linderman | 55% | 60% |

  145. Summary Compensation Table

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

  146. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal | | Salary | Bonus(1) | Awards(2) | Compensation(4) | Compensation(5) | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | John C. Asbury | 2023 | 894,213 | 720,000 | 1,644,042(3) | 180,000 | 116,225 | 3,554,480 | | President and CEO of the | 2022 | 859,733 | — | 1,381,053 | 977,766 | 107,643 | 3,326,195 | | Company; CEO of the Bank | 2021 | 832,000 | — | 1,173,345 | 1,073,280 | 114,664 | 3,193,289 | | Robert M. Gorman | 2023 | 478,421 | 272,037 | 642,908(3) | 68,010 | 38,272 | 1,499,648 | | EVP and Chief Financial | 2022 | 438,788 | — | 493,398 | 324,369 | 31,359 | 1,287,914 | | Officer of the Company | 2021 | 424,634 | — | 433,101 | 356,056 | 37,786 | 1,251,577 | | Maria P. Tedesco | 2023 | 626,648 | 378,415 | 886,132(3) | 94,603 | 95,933 | 2,081,731 | | EVP of the Company; | 2022 | 602,032 | — | 742,064 | 479,689 | 62,358 | 1,886,143 | | President and Chief Operating Officer of the | 2021 | 489,060 | — | 802,097 | 441,621 | 58,410 | 1,791,188 | | Bank | | | | | | | | | David V. Ring | 2023 | 494,350 | 140,634 | 489,535(3) | 140,634 | 62,631 | 1,327,784 | | EVP of the Company; | 2022 | 406,495 | — | 326,512 | 243,425 | 53,734 | 1,030,166 | | Wholesale Banking Group | 2021 | 393,382 | — | 295,777 | 249,760 | 34,848 | 973,767 | | Executive of the Bank | | | | | | | | | Matthew L. Linderman(6) | 2023 | 416,591 | 405,100 | 385,487(3) | 103,400 | 35,328 | 1,345,906 | | EVP of the Company; | | | | | | | | | Chief Information Officer | | | | | | | | | of the Bank | | | | | | | |

  147. Summary Compensation Table

    | (1) The amounts in this column represent a discretionary bonus awarded in 2023 as a result of our performance in 2023 and in light of the performance-based payout determination under the MIP, which are further described above under “Compensation Discussion and Analysis—Response to Industry Turmoil and Key 2023 Performance Highlights” and “Compensation Discussion and Analysis—Short-Term Incentive Compensation and Discretionary Bonus.” In addition, for Mr. Linderman, this amount also includes a signing bonus of $250,000. |

  148. Summary Compensation Table

    | (2) The amounts reported reflect the aggregate grant date fair value of the time-based restricted stock and PSUs granted to our NEOs, computed in accordance with FASB ASC Topic 718. A discussion of our assumptions related to stock-based compensation are found in Note 14, “Employee Benefits and Stock Based Compensation,” to our consolidated financial statements included in our 2023 Annual Report on Form 10-K. The grant date fair value of each award was determined based on the fair value of our common stock on the grant date except that the fair value of PSUs that vest based on relative total shareholder return (the “TSR PSUs”), a market-based condition, were estimated using a Monte Carlo simulation model. The aggregate grant date fair value of PSUs that vest based on relative ROATCE (the “ROATCE PSUs”) were calculated based on the probable outcome of the performance conditions as of the grant date, which, for the 2023 grants, was target level performance. For 2023, this column does not include the value of certain restricted stock awards granted in early 2024 for the above-target portion of the 2023 annual incentive award determined based on 2023 performance. See “Compensation Discussion and Analysis—Short-Term Incentive Compensation and Bonus” for additional details. |

  149. Summary Compensation Table

    | (3) Represents the following awards of time-based restricted stock and performance-based units and their grant date fair values: |

  150. Summary Compensation Table

    | Name | Time-Based Restricted Stock ($) | TSR PSU ($) | ROATCE PSU (a) ($) | | John C. Asbury | 648,010 | 510,024 | 486,008 | | Robert M. Gorman | 317,531 | 166,611 | 158,766 | | Maria P. Tedesco | 437,640 | 229,653 | 218,839 | | David V. Ring | 241,762 | 126,874 | 120,900 | | Matthew L. Linderman | 241,004 | 73,983 | 70,500 |

  151. Summary Compensation Table

    | (a) The ROATCE PSUs were determined to have a value at the grant date based on management’s assessment that it was probable that the units would vest at the target level of performance. However, if the highest level of performance conditions with respect to the ROATCE PSUs granted in 2023 are satisfied, then the value of the units determined as of the grant date, would be as follows: Mr. Asbury—$972,016, Mr. Gorman—$317,532; Ms. Tedesco—$437,678; Mr. Ring—$241,800; Mr. Linderman—$141,000. |

  152. Summary Compensation Table

    | (4) See “Compensation Discussion and Analysis—Short-Term Incentive Compensation and Discretionary Bonus” above for a description of how the Compensation Committee determined the non-equity incentive plan payments awarded in 2023. |

  153. Summary Compensation Table

    | (5) The details of the components of this column are provided in the table below entitled “2023 All Other Compensation Table.” |

  154. Summary Compensation Table

    | (6) Mr. Linderman became a named executive officer for the first time in 2023. |

  155. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information regarding stock awards granted in 2023 and the annual cash incentive compensation award opportunity for 2023 for each NEO.

  156. Grants of Plan-Based Awards in 2023

    | | | | | | | | | All Other | | | | | | | | | | | Stock | | | | | | | | | | | Awards: | | | | | | | | | | | Number of | Grant Date | | | | Estimated Possible Payouts Under | | | Estimated Future Payouts Under | | | Shares of | Fair Value | | | | Non-Equity Incentive Plan Awards(1) | | | Equity Incentive Plan Awards(2) | | | Stock or | of Stock | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units(3) | Award (4) | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | John C. | N/A | 450,000 | 900,000 | 1,800,000 | — | — | — | — | — | | Asbury | 2/23/2023 | — | — | — | 12,912 | 25,824 | 51,648 | — | 996,032 | | | 2/23/2023 | — | — | — | — | — | — | 17,216 | 648,010 | | Robert M. | N/A | 170,023 | 340,047 | 680,093 | — | — | — | — | — | | Gorman | 2/23/2023 | — | — | — | 4,218 | 8,436 | 16,872 | — | 325,377 | | | 2/23/2023 | — | — | — | — | — | — | 8,436 | 317,531 | | Maria P. | N/A | 236,509 | 473,018 | 946,037 | — | — | — | — | — | | Tedesco | 2/23/2023 | — | — | — | 5,814 | 11,628 | 23,256 | — | 448,492 | | | 2/23/2023 | — | — | — | — | — | — | 11,627 | 437,640 | | David V. | N/A | 140,634 | 281,268 | 562,536 | — | — | — | — | — | | Ring | 2/23/2023 | — | — | — | 3,212 | 6,424 | 12,848 | — | 247,774 | | | 2/23/2023 | — | — | — | — | — | — | 6,423 | 241,762 | | Matthew L. | N/A | 129,250 | 258,500 | 517,000 | — | — | — | — | — | | Linderman | 2/23/2023 | — | — | — | 1,873 | 3,746 | 7,492 | — | 144,483 | | | 2/23/2023 | — | — | — | — | — | — | 3,746 | 140,999 | | | 3/13/2023 | — | — | — | — | — | — | 2,964 | 100,005 |

  157. Grants of Plan-Based Awards in 2023

    | (1) Represents the possible payout range under the MIP for annual cash incentive awards granted in 2023, with all payments subject to achievement of corporate and individual/divisional performance measures. The annual cash incentive awards earned by and paid to the NEOs in 2023 under the MIP are shown in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” |

  158. Grants of Plan-Based Awards in 2023

    | (2) Reflects PSU awards granted under the 2023 LTIP. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2023 Long-Term Incentive Program Awards” for additional details. Any PSUs earned will be paid after the Compensation Committee certifies the performance results, which must occur within the 60-day period following the end of the performance period. |

  159. Grants of Plan-Based Awards in 2023

    | (3) Reflects time-based restricted stock awards granted under the LTIP. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2023 Long-Term Incentive Program Awards” for additional details. |

  160. Grants of Plan-Based Awards in 2023

    | (4) The amounts reported reflect the aggregate grant date fair value of the awards, computed in accordance with FASB ASC Topic 718. The grant date fair value of each award was determined based on the fair value of our common stock on the grant date except that the fair value of TSR PSUs were estimated using the Monte Carlo simulation model. The aggregate grant date fair value of the ROATCE PSUs were calculated based on the probable outcome of the performance conditions as of the grant date, which, for 2023 grants, was target level performance. A discussion of our assumptions for stock-based compensation are found in Note 14, “Employee Benefits and Stock Based Compensation,” to our consolidated financial statements included in our 2023 Annual Report on Form 10-K. |

  161. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table shows certain information regarding outstanding time-based restricted stock and PSU awards previously granted to our NEOs that were outstanding as of December 31, 2023. None of our NEOs held any outstanding stock options as of December 31, 2023.

  162. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Stock Awards | | | | | | | | | | | Equity Incentive | | | | | | Equity Incentive | Plan Awards: | | | | | | Plan Awards: | Market or Payout | | | | Number of | Market Value | Number of | Value of Unearned | | | | Shares of | of Shares of | Unearned | Shares, Units or | | | | Stock That | Stock That | Shares or Units | Other Rights | | | Grant Date or | Have Not | Have Not | That Have | That Have | | | Performance | Vested | Vested(1) | Not Vested(2) | Not Vested(1) | | Name | Period | (#) | ($) | (#) | ($) | | John C. Asbury | 2/23/2021 | 3,986(3) | 145,648 | — | — | | | 2/24/2022 | 8,818(4) | 322,210 | — | — | | | 2/23/2023 | 17,216(5) | 629,073 | — | — | | | 1/1/2021-12/31/2023 | 17,938(6) | 655,455 | — | — | | | 1/1/2022-12/31/2024 | — | — | 19,841(7) | 724,990 | | | 1/1/2023-12/31/2025 | — | — | 25,824(7) | 943,609 | | Robert M. Gorman | 2/23/2021 | 1,507(3) | 55,066 | — | — | | | 2/24/2022 | 3,150(4) | 115,101 | — | — | | | 2/23/2023 | 8,436(5) | 308,251 | — | — | | | 1/1/2021-12/31/2023 | 6,781(6) | 247,778 | — | — | | | 1/1/2022-12/31/2024 | — | — | 7,088(7) | 258,996 | | | 1/1/2023-12/31/2025 | — | — | 8,436(7) | 308,251 | | Maria P. Tedesco | 2/23/2021 | 1,909(3) | 69,755 | — | — | | | 2/24/2022 | 4,738(4) | 173,127 | — | — | | | 2/23/2023 | 11,627(5) | 424,851 | — | — | | | 1/1/2021-12/31/2023 | 8,591(6) | 313,915 | — | — | | | 1/1/2022-12/31/2024 | — | — | 10,661(7) | 389,553 | | | 1/1/2023-12/31/2025 | — | — | 11,628(7) | 424,887 | | David V. Ring | 2/23/2021 | 1,047(3) | 38,257 | — | — | | | 2/24/2022 | 2,084(4) | 76,149 | — | — | | | 2/23/2023 | 6,423(5) | 234,696 | — | — | | | 1/1/2021-12/31/2023 | 4,712(6) | 172,176 | — | — | | | 1/1/2022-12/31/2024 | — | — | 4,691(7) | 171,409 | | | 1/1/2023-12/31/2025 | — | — | 6,424(7) | 234,733 | | Matthew L. | 2/23/2023 | 3,746(3) | 136,879 | — | — | | Linderman | 3/13/2023 | 2,964(8) | 108,305 | — | — | | | 1/1/2023-12/31/2025 | — | — | 3,746(7) | 136,879 |

  163. Outstanding Equity Awards at Fiscal Year-End 2023

    | (1) Computed by multiplying the number of shares reported in the preceding column by the closing price of our common stock on December 29, 2023 of $36.54 per share. |

  164. Outstanding Equity Awards at Fiscal Year-End 2023

    | (2) Represents PSUs that are subject to the achievement of pre-established performance measures and the officer’s continued service through the payment date, which is the date following the end of the three- year performance period that the Compensation Committee certifies the performance results. Any PSUs that vest will be converted to shares of our common stock on a one-for-one basis. PSUs that do not vest will be forfeited. |

  165. Outstanding Equity Awards at Fiscal Year-End 2023

    | (3) 2021 time-based restricted stock (“TRS”). This award vested on February 23, 2024. |

  166. Outstanding Equity Awards at Fiscal Year-End 2023

    | (4) 2022 TRS. One-half of the outstanding TRS vested on February 24, 2024, and one-half is scheduled to vest on February 24, 2025. |

  167. Outstanding Equity Awards at Fiscal Year-End 2023

    | (5) 2023 TRS. One-third of the outstanding award vested on February 23, 2024, one-third is scheduled to vest on February 23, 2025, and one-third is scheduled to vest on February 23, 2026. |

  168. Outstanding Equity Awards at Fiscal Year-End 2023

    | (6) 2021 PSU (Performance Achieved). Represents PSUs earned upon satisfaction of performance at 89%, subject to the officer’s continued service through the payment date. These PSUs were vested and paid January 24, 2024. See the description of our performance and satisfaction of the performance measures for the 2021 PSUs in |

  169. Outstanding Equity Awards at Fiscal Year-End 2023

    | “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2021 Performance Share Unit Results” above. |

  170. Outstanding Equity Awards at Fiscal Year-End 2023

    | (7) PSUs (Performance Not Yet Achieved). The number of unearned PSUs reported assumes the units are earned and vested at the targeted performance level. |

  171. Outstanding Equity Awards at Fiscal Year-End 2023

    | (8) 2023 TRS. One-third of the outstanding award vested on March 13, 2024, one-third is scheduled to vest on March 13, 2025, and one-third is scheduled to vest on March 13, 2026. |

  172. Stock Vested in 2023

    Stock Vested in 2023 The following table provides information that is intended to enable investors to understand the value of the equity realized by the NEOs upon the vesting of stock during the most recent fiscal year. None of the NEOs exercised any stock options during 2023, nor do they hold any outstanding stock options.

  173. Stock Vested in 2023

    | | Stock Awards | | | | Number of Shares Acquired | Value Realized | | | on Vesting | on Vesting | | Name | (#) | ($)(1) | | John C. Asbury | 21,424 | 815,155 | | Robert M. Gorman | 8,008 | 304,741 | | Maria P. Tedesco | 13,883 | 512,617 | | David V. Ring | 5,284 | 201,041 | | Matthew L. Linderman | — | — |

  174. Stock Vested in 2023

    | (1) The value realized is the gross number of shares that vested multiplied by the closing price of our common stock on the vesting date. For purposes of this table, where a vesting date was a non-business day, we used the closing price of our common stock on the business day before the vesting date. |

  175. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023 We offer a nonqualified deferred compensation plan administered by the Virginia Bankers Association (“VBA”) Benefits Corporation under which eligible executives and non-employee directors may elect annually to defer compensation paid to them by us on a pre-tax basis. The VBA’s nonqualified deferred compensation plan is a defined contribution plan under which contributions are posted to the participant’s account at the time of the actual deferral and the account is credited with earnings commensurate with the elected investments. The available investment options are our common stock and the funds available for directed investment under the Virginia Bankers Association Master Defined Contribution Plan. These investments are held in a “rabbi trust” administered by the VBA Benefits Corporation. The funds are held in the rabbi trust until such time as the executive or director is entitled to receive a distribution. Participants elect, in advance of the deferral of their compensation, the timing for when the funds will be distributable to them. In general, a participant may elect distributions to occur on a specific date before termination of employment, upon termination of employment for any reason including retirement, death or disability, or on a change in control. Participants may also select the form in which benefits will be paid, which can be either as a lump sum or in substantially equal installments, payable annually, over a term of no less than 2 years and no more than 20 years. The following table summarizes the nonqualified deferred compensation for the NEOs in 2023.

  176. Nonqualified Deferred Compensation for 2023

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | | | in Last FY(1) | in Last FY | Last FY | Distributions | Last FYE(2) | | Name | ($) | ($) | ($) | ($) | ($) | | John C. Asbury | — | — | — | — | — | | Robert M. Gorman | 99,984 | — | 44,848 | — | 275,631 | | Maria P. Tedesco | — | — | — | — | — | | David V. Ring | 226,500 | — | 94,244 | — | 539,052 | | Matthew L. Linderman | — | — | — | — | — |

  177. Nonqualified Deferred Compensation for 2023

    | (1) These amounts are included in the Summary Compensation Table. |

  178. Nonqualified Deferred Compensation for 2023

    | (2) Of the amounts disclosed in this column, the following amounts were previously reported as compensation to the NEO in a Summary Compensation Table prior to 2023: Gorman—$139,800 and Ring—$258,321. |

  179. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  180. Table Showing Potential Payments upon Termination or Change in Control

    Table Showing Potential Payments upon Termination or Change in Control The following table shows potential post-employment payments that would be due to our NEOs upon a termination of employment from the Company for various reasons, and payments that would be due to our NEOs upon a change in control, in each case assuming that those events occurred on December 31, 2023. If we terminate any NEO’s employment for “cause” or if the executive resigns without “good reason,” then we will have no further obligations to such NEO except for payment of any amounts earned and unpaid as of the effective date of the termination. Accordingly, those events are omitted from the table. In addition, Mr. Ring and Mr. Linderman are not eligible for severance upon their termination for good reason under the Executive Severance Plan before a change in control and, therefore, we have omitted good reason (without change in control) from the table for each of them. At December 31, 2023, Mr. Gorman was the only NEO eligible for retirement (defined as achieving age 65 in our equity award agreements) and, therefore, we have included retirement as a termination event for him within the table. For purposes of the table below, a “qualifying termination” is defined as termination by us without “cause” or termination by the executive for “good reason,” in each case as defined in the applicable agreement or plan.

  181. Table Showing Potential Payments upon Termination or Change in Control

    | | | BOLI | Value of Accelerated Vesting | | | | Name and Event | Cash(1) | Payment(2) | Restricted Stock(3) | PSUs(4) | Total | | John C. Asbury | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 2,726,100 | — | 1,752,385 | 797,863 | 5,276,348 | | Good Reason (without Change in Control) | 2,726,100 | — | 1,752,385 | 797,863 | 5,276,348 | | Change in Control with Qualifying Termination | 4,681,632 | — | 1,752,385 | 1,668,599 | 8,102,616 | | Failure to Renew Employment Agreement | 1,813,050 | — | 1,752,385 | 797,863 | 4,363,298 | | Death (without Change in Control) | 463,050 | 100,000 | 1,752,385 | 797,863 | 3,113,298 | | Disability (without Change in Control) | 13,086 | — | 1,752,385 | 797,863 | 2,563,334 | | Death (with Change in Control) | 476,100 | 100,000 | 1,752,385 | 797,863 | 3,126,348 | | Disability (with Change in Control) | 476,100 | — | 1,752,385 | 797,863 | 3,026,348 | | Change in Control | — | — | — | 1,668,599 | 1,668,599 | | Robert M. Gorman | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 1,345,831 | — | 726,196 | 275,414 | 2,347,441 | | Good Reason (without Change in Control) | 1,345,831 | — | 726,196 | 275,414 | 2,347,441 | | Change in Control with Qualifying Termination | 2,025,925 | — | 726,196 | 567,247 | 3,319,368 | | Failure to Renew Employment Agreement | 842,939 | — | 726,196 | 275,414 | 1,844,549 | | Death (without Change in Control) | 260,002 | 300,000 | 726,196 | 275,414 | 1,561,612 | | Disability (without Change in Control) | 17,111 | — | 726,196 | 275,414 | 1,018,721 | | Death (with Change in Control) | 277,113 | 300,000 | 726,196 | 275,414 | 1,578,723 | | Disability (with Change in Control) | 277,113 | — | 726,196 | 275,414 | 1,278,723 | | Retirement (at or after age 65) | — | — | 726,196 | 275,414 | 1,001,610 | | Change in Control | — | — | — | 567,247 | 567,247 | | Maria P. Tedesco | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 1,750,160 | — | 981,647 | 401,331 | 3,133,138 | | Good Reason (without Change in Control) | 1,750,160 | — | 981,647 | 401,331 | 3,133,138 | | Change in Control with Qualifying Termination | 2,709,538 | — | 981,647 | 814,440 | 4,505,625 | | Failure to Renew Employment Agreement | 1,111,589 | — | 981,647 | 401,331 | 2,494,567 | | Death (without Change in Control) | 323,226 | 100,000 | 981,647 | 401,331 | 1,806,204 | | Disability (without Change in Control) | 7,880 | — | 981,647 | 401,331 | 1,390,858 | | Death (with Change in Control) | 331,106 | 100,000 | 981,647 | 401,331 | 1,814,084 | | Disability (with Change in Control) | 331,106 | — | 981,647 | 401,331 | 1,714,084 | | Change in Control | — | — | — | 814,440 | 814,440 | | David V. Ring | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 816,689 | — | 521,280 | 192,517 | 1,530,486 | | Change in Control with Qualifying Termination | 1,621,377 | — | 521,280 | 406,142 | 2,548,799 | | Death | — | 100,000 | 521,280 | 192,517 | 813,797 | | Disability | — | — | 521,280 | 192,517 | 713,797 | | Change in Control | — | — | — | 406,142 | 406,142 |

  182. Table Showing Potential Payments upon Termination or Change in Control

    | | | BOLI | Value of Accelerated Vesting | | | | Name and Event | Cash(1) | Payment(2) | Restricted Stock(3) | PSUs(4) | Total | | Matthew L. Linderman | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 756,469 | — | 245,183 | 68,439 | 1,070,091 | | Change in Control with Qualifying Termination | 1,500,937 | — | 245,183 | 136,879 | 1,882,999 | | Death | — | — | 245,183 | 68,439 | 313,622 | | Disability | — | — | 245,183 | 68,439 | 313,622 | | Change in Control | — | — | — | 136,879 | 136,879 |

  183. Table Showing Potential Payments upon Termination or Change in Control

    | (1) Represents amount due under their respective employment agreement, management continuity agreement, and/or our Executive Severance Plan, as applicable, as described above. For the purpose of calculating payments to Mr. Ring and Mr. Linderman for a termination without cause or a change in control with a qualifying termination, we have estimated the value of 12 months of outplacement services to be $12,000. |

  184. Table Showing Potential Payments upon Termination or Change in Control

    | (2) This amount represents payment under each executive’s respective BOLI agreement(s). |

  185. Table Showing Potential Payments upon Termination or Change in Control

    | (3) This amount represents the market value of unvested time-based restricted stock awards that would vest in connection with each noted termination event, based on the closing price of our common stock on December 29, 2023 of $36.54 per share. |

  186. Table Showing Potential Payments upon Termination or Change in Control

    | (4) For each event, other than following a change in control, this amount represents the market value of a pro rata portion of the NEO’s unvested PSUs, based on the closing price of our common stock on December 29, 2023 of $36.54 per share. The pro rata portion of each PSU award is determined by a fraction, the numerator of which is the number of months in the performance period during which the executive was continuously employed by us and the denominator of which is the number of months in the entire performance period. The pro rata portion of the PSUs will vest on the last day of each applicable performance period, based on our actual performance. With respect to the 2021 PSUs for which the performance conditions were met at 89% of target at December 31, 2023, but which remained unvested at year-end, the number of shares included in the PSUs column is based on our actual performance. With respect to all other PSU awards, the number of shares that vest for each NEO, and thus the value reflected in the table, assumes that PSUs are achieved at the “target” performance level. If there is a change in control of the Company (as defined in the agreement) on or before the end of the performance period, and the executive remains employed until the change in control, the target number of PSUs will be deemed earned and will vest and be paid upon the consummation of the change in control. Therefore, for a change in control, this amount represents the market value of the unvested target level of PSUs based on the closing price of our common stock on December 29, 2023 of $36.54 per share. |

  187. Table Showing Potential Payments upon Termination or Change in Control

    | CEO COMPENSATION PAY RATIO |

  188. Table Showing Potential Payments upon Termination or Change in Control

    As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information which describes the relationship of the CEO’s annual total compensation to the annual total compensation of a median employee of the Company. In accordance with SEC rules, we determined a new median employee for 2023. To identify the median annual total compensation of all of our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

  189. Table Showing Potential Payments upon Termination or Change in Control

    | • | We determined that, as of December 31, 2023, our employee population consisted of approximately 1,857 individuals with all of these individuals located in the United States. This population consisted of all of our full-time and part-time employees. |

  190. Table Showing Potential Payments upon Termination or Change in Control

    | • | To identify the “median employee” from our employee population, we compared the amount of salary, wages, bonuses, and all other earnings as reported in our payroll records from January 1, 2023 to December 31, 2023. |

  191. Table Showing Potential Payments upon Termination or Change in Control

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

  192. Table Showing Potential Payments upon Termination or Change in Control

    | • | Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023, resulting in annual total compensation of $59,337. |

  193. Table Showing Potential Payments upon Termination or Change in Control

    | • | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table. |

  194. Table Showing Potential Payments upon Termination or Change in Control

    The comparison of the annual total compensation of the median employee as described above to the annual total compensation of the CEO as reported in the “Total” column of the Summary Compensation Table included herein results in the following:

  195. Table Showing Potential Payments upon Termination or Change in Control

    | • | The annual total compensation of the median employee for 2023 was $59,337. |

  196. Table Showing Potential Payments upon Termination or Change in Control

    | • | The annual total compensation of Mr. Asbury, the CEO, for 2023 was $3,554,480. |

  197. Table Showing Potential Payments upon Termination or Change in Control

    | • | The ratio of the annual total compensation of the median employee to the CEO is 1:60. |

  198. Table Showing Potential Payments upon Termination or Change in Control

    This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  199. Table Showing Potential Payments upon Termination or Change in Control

    | PAY VERSUS PERFORMANCE |

  200. Table Showing Potential Payments upon Termination or Change in Control

    The information below describes the relationship between compensation actually paid to our CEO and other NEOs, and certain measures of financial performance, for the four years ended December 31, 2023, in accordance with Item 402(v) of Regulation S-K. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our NEOs during a covered year. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis.

  201. Table Showing Potential Payments upon Termination or Change in Control

    | | | | Average | | Value of Initial Fixed $100 | | | | | | | | Summary | Average | Investment Based On: | | | Operating | | | Summary | | Compensation | Compensation | | Peer Group | | Return on | | | Compensation | Compensation | Table Total | Actually paid | Total | Total | | Tangible | | | Table Total | Actually Paid | for Non-CEO | to Non-CEO | Shareholder | Shareholder | Net Income(5) | Common | | Year | for CEO(1) | to CEO(2) | NEOs(1) | NEOs(3) | Return(4) | Return(4) | (in thousands) | Equity(6) | | 2023 | $3,554,480 | $4,019,290 | $1,563,768 | $1,693,525 | $111.76 | $115.64 | $201,818 | 17.21% | | 2022 | $3,326,195 | $3,391,347 | $1,202,480 | $1,162,202 | $103.35 | $116.10 | $234,510 | 16.84% | | 2021 | $3,193,289 | $2,828,180 | $1,228,964 | $1,100,503 | $106.14 | $124.74 | $263,917 | 18.47% | | 2020 | $2,894,770 | $2,504,942 | $1,057,012 | $951,036 | $91.10 | $91.29 | $158,228 | 12.49% |

  202. Table Showing Potential Payments upon Termination or Change in Control

    | (1) For each year in the above table, John C. Asbury was our CEO. During 2023, our other NEOs consisted of Robert M. Gorman, Maria P. Tedesco, David V. Ring, and Matthew Linderman. For 2022, our other NEO’s were Mr. Gorman, Ms. Tedesco, Mr. Ring, Shawn E. O’Brien and M. Dean Brown. For 2021 and 2020, our other NEOs were Mr. Gorman, Ms. Tedesco, Mr. Ring, and Mr. Brown. |

  203. Table Showing Potential Payments upon Termination or Change in Control

    | (2) This column represents the “compensation actually paid” to our CEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column entitled “Total Compensation” for the applicable year and adjusting that amount. Such adjustments for 2023 were as follows: |

  204. Table Showing Potential Payments upon Termination or Change in Control

    | Adjustments to Determine Compensation “Actually Paid” to our CEO | 2023 | | (Subtracts) amounts reported in the “Stock Awards” column in the SCT | $(1,644,042) | | Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year | $1,791,927 | | Adds the change in fair value (whether positive or negative) as of the end of the covered fiscal year of any equity awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | $254,609 | | Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | $62,316 | | Adds the incremental fair value of awards modified during the year | — | | Total Adjustments | $464,810 |

  205. Table Showing Potential Payments upon Termination or Change in Control

    | (3) This column represents the average “compensation actually paid” to our non-CEO NEOs for each year, determined by starting with the amount set forth in the SCT in the column entitled “Total Compensation” for the applicable year (and taking the average of those amounts for the non-CEO NEOs) and adjusting that amount. Such adjustments for 2023 were as follows: |

  206. Table Showing Potential Payments upon Termination or Change in Control

    | Adjustments to Determine Compensation “Actually Paid” for non-CEO NEOs | 2023 | | (Subtracts) amounts reported in the “Stock Awards” column in the SCT | $(601,016) | | Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year | $643,605 | | Adds the change in fair value (whether positive or negative) as of the end of the covered fiscal year of any equity awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | $71,301 | | Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | $15,867 | | Adds the incremental fair value of awards modified during the year | — | | Total Adjustments | $129,757 |

  207. Table Showing Potential Payments upon Termination or Change in Control

    | (4) These two columns show the total shareholder return, or TSR, assuming $100 was invested on December 31, 2019 in both the Company’s common stock and our selected peer group, the KBW Regional Banking Index, and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. The selected peer group and associated TSR is the line-of-business index we used for purposes of Item 201(e) of Regulation S-K. |

  208. Table Showing Potential Payments upon Termination or Change in Control

    | (5) This column provides our net income for each year presented. |

  209. Table Showing Potential Payments upon Termination or Change in Control

    | (6) This column represents the financial performance measure that we believe is the most important measure (that is not otherwise disclosed in the table) that we use to align compensation actually paid to our NEOs in 2023 with our performance. Operating return on tangible common equity, or operating ROTCE, is a non-GAAP financial measure used in our MIP. For a description of how operating ROTCE is calculated, see “Compensation Discussion and Analysis—Short-Term Incentive Compensation and Discretionary Bonus—Incentive Award Payouts and Discretionary Bonus—Corporate Performance.” |

  210. Relationship Between Compensation Actually Paid and Our TSR

    Relationship Between Compensation Actually Paid and Our TSR The graph below shows the relationship between the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs and our TSR.

  211. Relationship Between Compensation Actually Paid and Our Net Income

    Relationship Between Compensation Actually Paid and Our Net Income The graph below shows the relationship between the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs and our net income.

  212. Relationship Between Compensation Actually Paid and the Our Operating ROTCE

    Relationship Between Compensation Actually Paid and the Our Operating ROTCE The graph below shows the relationship between the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs and our Operating ROTCE.

  213. What are the votes required to elect each director nominee and to approve the other proposals?

    What are the votes required to elect each director nominee and to approve the other proposals?

  214. What are the votes required to elect each director nominee and to approve the other proposals?

    | Proposal For Your Vote | | Votes Required | Effect of Abstentions | Effect of Broker Non-Votes | | 1. | Election of directors | Majority of votes cast | No effect | No effect | | 2. | Ratification of the appointment of our independent registered public accounting firm for 2024 | Majority of votes cast | No effect | Brokers have discretion to vote | | 3. | Approving the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) | Majority of votes cast | No effect | No effect |

  215. What are the votes required to elect each director nominee and to approve the other proposals?

    Proposal 1—Election of Directors: Our bylaws provide that a nominee for director in an uncontested election will be elected to our Board if the votes cast for the nominee’s election exceed the votes cast against his or her election. Abstentions from voting and broker non-votes are not treated as votes cast and are not counted for purposes of determining the election of directors. In the event that any nominee does not receive the necessary votes at the annual meeting, he or she must offer his or her resignation promptly pursuant to our Director Resignation Policy. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the offered resignation, or whether to take other action. Our Board will publicly disclose its decision regarding the resignation and the basis for its decision within 90 days after election results are certified. All valid proxies that we receive will be voted in accordance with the instructions indicated in such proxies. As noted above, if you hold your shares in street name through a bank, broker or other nominee and you do not give voting instructions, your broker is not permitted to vote your shares on Proposal 1. If no instructions are indicated in an otherwise properly executed proxy, if the merger is completed before our 2024 annual meeting, it will be voted “FOR” each of the 14 director nominees named in this proxy statement. If the merger is not completed before our 2024 annual meeting, votes cast in favor of Ms. Agee and Mr. Shepherd will not be counted and proxies in the form solicited hereby which are returned to us and not revoked will be voted in favor of the 12 other nominees named in this proxy statement unless otherwise instructed by the shareholder. Other Proposals: Approval of Proposals 2 and 3 require that the votes cast in favor of each such proposal exceed the votes cast against the proposal. As Proposal 3 is an advisory vote, the Board and our Compensation Committee will consider the shareholder vote, but it will not be binding on us Abstentions from voting and broker non-votes (excluding Proposal 2, for which brokers have discretion to vote) are not treated as votes cast and are not counted in determining the outcome of any of these proposals. All valid proxies that we receive will be voted in accordance with the instructions indicated in such proxies. As noted above, if you hold your shares in street name through a bank, broker or other nominee and you do not give voting instructions, your broker is not permitted to vote your shares on any proposal other than Proposal 2, which is the only routine proposal on the agenda. If no instructions are indicated in an otherwise properly executed proxy, it will be voted “FOR” the ratification of EY as our independent registered public accounting firm for 2024, and “FOR” the Say on Pay resolution.