DEF 14A of Atlantic Union Bankshares Corp, Mar 26, 2025

DEF 14A of Atlantic Union Bankshares Corp

Filed Mar 26, 2025 · FY20240001558370-25-003651

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 2025 annual meeting, shareholders will vote on the 17 nominees listed below. If the merger is not completed before the 2025 annual meeting, Ms. Abutaleb, Mr. Micklem and Mr. Schrider will not stand for election at the 2025 annual meeting and any votes cast for either Ms. Abutaleb, Mr. Micklem or Mr. Schrider will not be counted. All of our nominees, except for Ms. Abutaleb, Mr. Micklem and Mr. Schrider, are current directors standing for re-election. If the merger closes before the 2025 annual meeting, Ms. Abutaleb, Mr. Micklem and Mr. Schrider will be appointed to the Board at 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) | | Mona Abutaleb Stephenson | 62 | Chief Executive Officer of Medical Technology Solutions | 2025+ | Yes | — | | Nancy Howell Agee | 72 | Former President and Chief Executive Officer of Carilion Clinic | 2024 | Yes | Executive, Nominating and Corporate Governance, Risk | | John C. Asbury | 59 | President of the Company; Chief Executive Officer of the Company and Bank | 2016 | No | Executive | | Patrick E. Corbin | 70 | Managing Shareholder of Corbin & Company, P.C. | 2018 | Yes | Audit (C), Executive, Trust | | Rilla S. Delorier | 58 | Former Executive Vice President and Chief Strategy and Digital Transformation Officer at Umpqua Bank | 2022 | Yes | Compensation, Risk | | Frank Russell Ellett | 58 | President of Excel Truck Group | 2019 | Yes | Audit, Compensation | | Paul Engola | 53 | Former Deputy Group President of the Dynetics Group of Leidos Holdings, Inc. (“Leidos”) and Executive Vice President, National Security Space, for Leidos | 2023 | Yes | Nominating and Corporate Governance, Risk | | Donald R. Kimble | 65 | Former Chief Financial Officer, Vice Chair and Chief Administrative Officer of KeyCorp and President of KeyBank NA | 2023 | Yes | Audit, Risk | | Patrick J. McCann | 68 | Former Chief Financial Officer of University of Virginia Foundation | 2004 | Yes | Nominating and Corporate Governance, Trust | | Mark C. Micklem | 66 | Former Managing Director and Head of Financial Services Investment Banking for Robert W. Baird & Co. Incorporated | 2025+ | Yes | — | | Michelle A. O’Hara | 49 | Chief Human Resources Officer of Humana Inc. | 2023 | Yes | Compensation, Trust | | Linda V. Schreiner | 65 | Former Senior Vice President of Markel Corporation | 2012 | Yes | Compensation (C), Executive, Nominating and Corporate Governance | | Daniel J. Schrider | 60 | Chief Executive Officer for Sandy Spring Bancorp, Inc. | 2025+ | Yes | — | | Joel R. Shepherd | 61 | President, Virginia Home Furnishings, Inc. and 220 Self Storage, Inc. | 2024 | Yes | Audit, Trust (C) |

  3. Nominees for Election as Directors

    | Nominee | Age | Principal Occupation | Director Since* | Independent Director | Committee Membership (C = Chair) | | Ronald L. Tillett | 69 | Managing Director and Head, Mid-Atlantic Public Finance at Raymond James & Associates, Inc. | 2003 | Yes | Executive (C) | | Keith L. Wampler | 67 | Former Partner at PBMares, LLP | 2014 | Yes | Audit, Risk (C) | | F. Blair Wimbush | 69 | Former Chief Real Estate and Corporate Sustainability Officer of Norfolk Southern Corporation | 2018 | Yes | Compensation, Executive, Nominating and Corporate Governance (C) |

  4. Nominees for Election as Directors

    * Excludes director service with companies merged with the Company. + Assumes the merger is completed before our 2025 annual meeting.

  5. 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. Consistent with our Corporate Governance Guidelines, which includes provisions with respect to the selection, composition and performance of the Board, the Nominating and Corporate Governance Committee seeks directors who:

  6. Identifying and Evaluating Director Candidates

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

  7. 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; |

  8. Identifying and Evaluating Director Candidates

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

  9. Identifying and Evaluating Director Candidates

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

  10. 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 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 heterogeneity contributes to the overall effectiveness of the Board, which is generally conceptualized expansively to include a wide array of qualities and attributes. 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 the breadth of experience and expertise of future director candidates. Under the merger agreement with American National Bankshares Inc., following the closing of the merger, we agreed to nominate Ms. Agee and Mr. Shepherd for re-election to our Board at least until our 2027 annual meeting of shareholders, subject to compliance by the Board with its fiduciary obligations and applicable law, including compliance with our organizational documents and corporate governance guidelines. In considering each of our directors for re-election, including Ms. Agee and Mr. Shepherd, 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 44 for additional information on the Board’s self-evaluation process. As discussed above, under the merger agreement with Sandy Spring, at the effective time of the merger, we will increase the size of the Board by three and appoint three current members of the board of directors of Sandy Spring—Ms. Abutaleb, Mr. Micklem and Mr. Schrider—to our Board and the board of directors of the Bank.

  11. 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. As discussed above, Ms. Abutaleb’s, Mr. Micklem’s and Mr. Schrider’s nominations are continent on the completion of our merger with Sandy Spring before our 2025 annual meeting.

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

    | Knowledge, Skills and Experience | Abutaleb | Agee | Asbury | Corbin | Delorier | Ellett | Engola | Kimble | McCann | Micklem | O’Hara | Schreiner | Schrider | 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 | ● | | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  13. 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. |

  14. 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.

  15. Biographical Information of Our Director Nominees

    | Mona Abutaleb Stephenson | | | | Age 62 | Solomons, Maryland | Other Public Company Boards: Pentair plc and Sandy Spring Bancorp, Inc. Ms. Abutaleb is the Chief Executive Officer of Medical Technology Solutions, LLC, a provider of technology solutions for the healthcare industry, a position she has held since December 2019. From 2013 to 2018, Ms. Abutaleb was the Chief Executive Officer of mindSHIFT Technologies, Inc., an IT outsourcing/managed services and cloud services provider, which was acquired by Ricoh Company, Ltd. in 2014. From 2006 to 2013, Ms. Abutaleb served as President and Chief Operating Officer of mindSHIFT. Ms. Abutaleb also served as Senior Vice President of Ricoh USA from 2015 to 2017 and as Executive Vice President of Ricoh Global Services from 2017 to 2018. Ms. Abutaleb is also on the board of directors of Pentair plc (NYSE: PNR). Ms. Abutaleb has served as a director of Sandy Spring since 2015. Ms. Abutaleb has been nominated as a director of the Company contingent on the closing of our merger with Sandy Spring before our 2025 annual meeting, and she will become a director of the Company at the effective time of the merger, at which time she will cease to be a director of Sandy Spring. Ms. Abutaleb’s extensive leadership experience as an executive of several technology companies allows her to contribute substantially to our Board. |

  16. Biographical Information of Our Director Nominees

    | Nancy Howell Agee | | | | Age 72 | Director Since 2024 | Roanoke, Virginia | Other Public Company Boards: RGC Resources, Inc. and Healthcare Realty Trust Incorporated Ms. Agee is the former President and Chief Executive Officer of Carilion Clinic, a health care organization, a position she held from 2011 until her retirement in July 2024. Ms. Agee served as a director of American National Bankshares Inc. from 2019 until it merged with and into the Company on April 1, 2024. 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. |

  17. Biographical Information of Our Director Nominees

    | John C. Asbury | | | | Age 59 | 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. |

  18. Biographical Information of Our Director Nominees

    | Patrick E. Corbin | | | | Age 70 | 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. |

  19. Biographical Information of Our Director Nominees

    | Rilla S. Delorier | | | | Age 58 | 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 and compensation committees. Ms. Delorier received her B.S. in Marketing and Management from the University of Virginia and her M.B.A. from Harvard Business School. Ms. Delorier’s experience in the banking industry, particularly with product development, operations, cyber-security practices, strategic partnerships, and analytics, allows her to contribute substantially to our Board. |

  20. Biographical Information of Our Director Nominees

    | Frank Russell Ellett | | | | Age 58 | 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. |

  21. Biographical Information of Our Director Nominees

    | Paul Engola | | | | Age 53 | Director Since 2023 | McLean, Virginia Mr. Engola is the former 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 held such position from 2022 until 2024, and also served as Executive Vice President, National Security Space, for Leidos from 2021 until 2024. 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 currently serves on the board of directors for the Space Foundation, a nonprofit organization committed to advancing the global space community. 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, risk management, and mergers and acquisitions, allows him to contribute substantially to our Board. |

  22. Biographical Information of Our Director Nominees

    | Donald R. Kimble | | | | Age 65 | 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. |

  23. Biographical Information of Our Director Nominees

    | Patrick J. McCann | | | | Age 68 | Director Since 2004 | Greensboro, Georgia Mr. McCann is the former Chief Financial Officer of the 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. | | Mark C. Micklem | | | | Age 66 | Alexandria, Virginia | Other Public Company Board: Sandy Spring Bancorp, Inc. Mr. Micklem retired from Robert W. Baird & Co. Incorporated in 2018 where he was a Managing Director and Head of Financial Services Investment Banking for 12 years. While at Baird, Mr. Micklem focused on providing capital financing and merger and acquisition (“M&A”) advisory services to banks and other financial services companies. Prior to joining Baird, Mr. Micklem was head of the Financial Services Investment Banking Group at Legg Mason for ten of his 21 years there. As a senior investment banker, Mr. Micklem was responsible for originating over 200 financing and M&A advisory assignments for financial services companies. As Head of Financial Services Investment Banking at both Baird and Legg Mason, he also oversaw teams of professionals and was responsible for meeting group business and revenue goals and objectives. Throughout his career, Mr. Micklem regularly advised public and private company boards of directors regarding capital financing, M&A and other financial/business matters. Mr. Micklem has served as a director of Sandy Spring since 2019. Mr. Micklem has been nominated as a director of the Company contingent on the closing of our merger with Sandy Spring before our 2025 annual meeting, and he will become a director of the Company at the effective time of the merger, at which time he will cease to be a director of Sandy Spring. Mr. Micklem’s extensive experience in the investment banking and financial services industries allows him to contribute substantially to our Board. |

  24. Biographical Information of Our Director Nominees

    | Michelle A. O’Hara | | | | Age 49 | Director Since 2023 | Reston, Virginia Ms. O’Hara is the Chief Human Resources Officer of Humana Inc., a position she has held since January 1, 2025. Before that, she served as 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 held from 2019 until 2024. Ms. O’Hara led SAIC’s human capital capabilities, including organizational design, culture transformation, talent management, upskilling and diversity, equity, and inclusion, as well as its 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. |

  25. Biographical Information of Our Director Nominees

    | Linda V. Schreiner, Vice Chair of the Board | | | | Age 65 | 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. |

  26. Biographical Information of Our Director Nominees

    | Daniel J. Schrider | | | | Age 60 | Mount Airy, Maryland | Other Public Company Board: Sandy Spring Bancorp, Inc. Mr. Schrider joined Sandy Spring Bank in 1989 as a commercial lender and became an executive and Sandy Spring Bank’s Chief Credit Officer in 2003. He was named President and Chief Executive Officer of Sandy Spring in 2009, a position he has held since that time. Mr. Schrider has also served as a director of Sandy Spring since 2009 and as chair of the Sandy Spring board of directors since 2023. Mr. Schrider has been nominated as a director of the Company contingent on the closing of our merger with Sandy Spring before our 2025 annual meeting, and he will become a director of the Company at the effective time of the merger, at which time he will cease to be a director of Sandy Spring. Mr. Schrider holds a bachelor’s degree from the University of Maryland and an MBA from Mount St. Mary’s University. Mr. Schrider is also a graduate of the American Bankers Association Stonier Graduate School of Banking. A leader among community bankers, Mr. Schrider has served previously as a director of the American Bankers Association, the chair of the Maryland Bankers Association, and a chair of the Stonier Graduate School of Banking Advisory Board. Mr. Schrider’s extensive leadership experience in the banking industry and knowledge of Sandy Spring will allow him to contribute substantially to our Board. |

  27. Biographical Information of Our Director Nominees

    | Joel R. Shepherd | | | Joel R. Shepherd | | | | Age 61 | Director Since 2024 | Roanoke, Virginia 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 served as a director of American National Bankshares Inc. from 2015 until it merged with and into the Company on April 1, 2024. 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 69 | 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 67 | Director Since 2014 | Fredericksburg, Virginia Mr. Wampler is a retired 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. 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, a committee member of the Mary Washington Healthcare board, 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 financial, tax and consulting services and involvement with sales, mergers and acquisitions of numerous companies allows him to contribute substantially to our Board. |

  30. Biographical Information of Our Director Nominees

    | F. Blair Wimbush | | | | Age 69 | Director Since 2018 | Virginia Beach, Virginia | Other Public Company Board: Armada Hoffler Properties, Inc. 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 in 2024, he joined the board of Armada Hoffler Properties, Inc., a publicly traded company, where he serves on the audit and nominating and corporate governance committees. 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 allows him to contribute substantially to our Board. |

  31. Biographical Information of Our Director Nominees

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

  32. Compensation Committee Interlocks and Insider Participation

    | DIRECTOR COMPENSATION |

  33. 2024 Director Compensation

    2024 Director Compensation The table below sets forth the annual compensation of our non-employee directors for fiscal year 2024.

  34. 2024 Director Compensation

    | Amount of Cash Retainer | Position | | $50,000 | 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 | | | $65,000 issued in the form of unrestricted shares of our common stock | |

  35. 2024 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 on the board 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 2024.

  36. Changes to Director Compensation for 2025

    Changes to Director Compensation for 2025 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, 2025, the annual cash retainer was increased from $50,000 to $60,000 and the annual equity retainer was increased from $65,000 to $80,000. In addition, the additional fee for service on the Audit Committee was increased from $11,000 to $15,000 and service as a member of all other committees (other than the Audit Committee or Executive Committee) increased from $8,000 to $10,000. All other fees were unchanged. The following table summarizes the compensation paid to our non-employee directors during 2024. Ms. Abutaleb, Mr. Micklem and Mr. Schrider are not included in the table below because they were not directors in 2024.

  37. 2024 Director Compensation

    2024 Director Compensation

  38. 2024 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 | ($) | ($) | ($) | ($) | ($) | | Nancy H. Agee | 51,667 | 48,739 | — | — | 100,406 | | Patrick E. Corbin(4) | 45,000 | 114,985 | — | — | 159,985 | | Rilla S. Delorier | 66,000 | 64,999 | — | — | 130,999 | | Frank Russell Ellett(4) | 21,667 | 114,985 | — | — | 136,652 | | Paul Engola | 66,416 | 70,005 | — | — | 136,421 | | Donald R. Kimble | 72,500 | 70,005 | — | — | 142,505 | | Patrick J. McCann | 75,167 | 64,999 | — | — | 140,166 | | Michelle A. O’Hara | 66,416 | 70,005 | — | — | 136,421 | | Thomas P. Rohman (5) | 24,667 | 21,663 | — | — | 46,330 | | Linda V. Schreiner | 100,000 | 64,999 | — | — | 164,999 | | Joel R. Shepherd | 59,500 | 48,739 | | | 108,239 | | Thomas G. Snead, Jr. (5) | 30,333 | 21,663 | — | — | 51,996 | | Ronald L. Tillett | 133,500 | 64,999 | — | — | 198,499 | | Keith L. Wampler | 84,000 | 64,999 | — | — | 148,999 | | F. Blair Wimbush | 83,500 | 64,999 | — | — | 148,499 |

  39. 2024 Director Compensation

    | (1) Includes total compensation earned through Board fees, retainers and committee fees, whether paid or deferred. Refer to the “2024 Director Compensation” section for more information. |

  40. 2024 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 15, “Employee Benefits and Stock Based Compensation” to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. |

  41. 2024 Director Compensation

    | (3) Messrs. Corbin, Tillett and Wimbush elected to defer their stock awards for 2024, and Mr. Corbin and Mr. Wimbush elected to defer their cash retainers for 2024 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. |

  42. 2024 Director Compensation

    | (4) Messrs. Corbin and Ellett elected to receive stock in lieu of their annual cash Board member retainer for all of 2024. |

  43. 2024 Director Compensation

    | (5) Mr. Rohman and Mr. Snead did not stand for re-election at our 2024 annual meeting and retired effective at the conclusion of our 2024 annual meeting on May 7, 2024. |

  44. 2024 Director Compensation

    | AUDIT INFORMATION AND REPORT OF THE AUDIT COMMITTEE |

  45. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers

  46. Directors, Director Nominees 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 and Nominees who are not NEOs: | | | | | | Mona Abutaleb Stephenson(1) | 10,877 | * | — | * | | Nancy Howell Agee | 33,328 | * | — | * | | Patrick E. Corbin(2) | 60,196 | * | — | * | | Rilla S. Delorier | 5,547 | * | — | * | | Frank Russell Ellett | 59,363 | * | — | * | | Paul Engola | 2,935 | * | — | * | | Donald R. Kimble | 9,496 | * | — | * | | Patrick J. McCann(3) | 30,411 | * | — | * | | Mark C. Micklem(4) | 19,156 | * | — | * | | Michelle A. O’Hara | 2,496 | * | — | * | | Linda V. Schreiner | 21,398 | * | — | * | | Daniel J. Schrider(5) | 168,636 | * | — | * | | Joel R. Shepherd | 110,126 | * | — | * | | Ronald L. Tillett(6) | 42,475 | * | — | * | | Keith L. Wampler(7) | 41,038 | * | — | * | | F. Blair Wimbush(8) | 15,869 | * | — | * | | NEOs: | | | | | | John C. Asbury(9) | 264,089 | * | — | * | | Robert M. Gorman(10) | 92,806 | * | — | * | | Maria P. Tedesco(11) | 85,842 | * | 800 | * | | Matthew L. Linderman(12) | 14,017 | * | — | * | | David V. Ring(13) | 43,809 | * | — | * | | All Directors and Executive Officers as a Group (23 persons)** | 1,046,550 | 1.16% | 800 | * |

  47. Directors, Director Nominees and Executive Officers

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

  48. Directors, Director Nominees and Executive Officers

    ** Does not include the following director nominees who are not current directors: Ms. Abutaleb, Mr. Micklem or Mr. Schrider.

  49. Directors, Director Nominees and Executive Officers

    | (1) Based on Ms. Abutaleb’s holdings in Sandy Spring as of March 12, 2025, which consisted of (a) 10,008 shares of Sandy Spring common stock, and (b) 2,078 restricted stock units that will vest at the effective time of the |

  50. Directors, Director Nominees and Executive Officers

    | merger, all of which will automatically convert into an aggregate of 10,877 shares of our common stock at the effective time of the merger, based on the 0.900 exchange ratio in the merger. |

  51. Directors, Director Nominees and Executive Officers

    | (2) Includes 29,372 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. |

  52. Directors, Director Nominees and Executive Officers

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

  53. Directors, Director Nominees and Executive Officers

    | (4) Based on Mr. Micklem’s holdings in Sandy Spring as of March 12, 2025, which consisted of (a) 19,207 shares of Sandy Spring common stock, and (b) 2,078 restricted stock units that will vest at the effective time of the merger, all of which will automatically convert into an aggregate of 19,156 shares of our common stock at the effective time of the merger, based on the 0.900 exchange ratio in the merger. |

  54. Directors, Director Nominees and Executive Officers

    | (5) Based on Mr. Schrider’s holdings in Sandy Spring as of March 12, 2025, which consisted of (a) 143,591 shares of Sandy Spring common stock, (b) 29,791 shares of restricted stock, which restricted stock will vest at the effective time of the merger, and (c) 13,992 shares that he has the right to acquire within 60 days of March 12, 2025 through the vesting of restricted stock units, all of which will automatically convert, assuming the vesting of such restricted stock units, into an aggregate of 168,636 shares of our common stock, based on the 0.900 exchange ratio in the merger. |

  55. Directors, Director Nominees and Executive Officers

    | (6) Includes 7,611 shares of phantom stock allocated to Mr. Tillett’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. |

  56. Directors, Director Nominees and Executive Officers

    | (7) Includes 23,839 shares of phantom stock allocated to Mr. Wampler’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. |

  57. Directors, Director Nominees and Executive Officers

    | (8) Includes 9,836 shares of phantom stock allocated to Mr. Wimbush’s account under the Virginia Bankers Association’s nonqualified deferred compensation plan for the Company. |

  58. Directors, Director Nominees and Executive Officers

    | (9) Includes 51,527 shares of restricted stock over which Mr. Asbury has no investment power until such shares vest. |

  59. Directors, Director Nominees and Executive Officers

    | (10) Includes 22,410 shares of restricted stock over which Mr. Gorman has no investment power until such shares vest. |

  60. Directors, Director Nominees and Executive Officers

    | (11) Includes 25,044 shares of restricted stock over which Ms. Tedesco has no investment power until such shares vest. |

  61. Directors, Director Nominees and Executive Officers

    | (12) Includes 10,804 shares of restricted stock over which Mr. Linderman has no investment power until such shares vest. |

  62. Directors, Director Nominees and Executive Officers

    | (13) Includes 13,088 shares of restricted stock over which Mr. Ring has no investment power until such shares vest. |

  63. Key 2024 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 elements of variable compensation, where needed, to more closely align total compensation with the market median. |

  64. Key 2024 Compensation Highlights

    | ● | We made cash payments under the MIP to our NEOs ranging from 67% to 122% of the recipient’s base salary. These payouts reflected a weighted average achievement of 93% of our selected corporate performance measures—net operating income, operating ROA, operating ROTCE, and operating efficiency ratio, which resulted in a payout of 121% of the target performance level after applying the newly added relative ROTCE performance modifier, which was calculated relative to our proxy peer group. The final payout percentage under the MIP also reflected individual/divisional performance, as applicable. |

  65. Key 2024 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. All NEOs were granted a mix of equity awards that included no less than 50% of the value in PSUs. |

  66. 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 clawback policy requires 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. |

  67. 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” Cash 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. |

  68. 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. |

  69. 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. |

  70. 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 |

  71. Role of the Compensation Committee

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

  72. 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 2024, 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:

  73. Compensation Consultants

    | ● | providing peer benchmarking data with respect to executive and non-employee director compensation practices within our defined peer group; |

  74. Compensation Consultants

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

  75. Compensation Consultants

    | ● | preparing a review of the alignment between CEO and CFO realizable pay and company performance relative to realizable pay and performance of our peer group; |

  76. Compensation Consultants

    | ● | assisting in the design of the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan adopted by the Board in February 2025, subject to shareholder approval (see Proposal 2 above); |

  77. Compensation Consultants

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

  78. Compensation Consultants

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

  79. Compensation Consultants

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

  80. 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.

  81. 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 2024, the Compensation Committee began by including publicly traded U.S. banks with assets (as of the end of the second quarter of 2024) 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, geographical location, business model and practices. Taking these criteria into consideration, the Compensation Committee approved a group of 21 peers, listed below, among which the Company is positioned near the median in terms of asset size.

  82. Compensation Benchmarking and Decisions

    | 2024 Peer Group | | | | Ameris Bancorp | Heartland Financial USA, Inc. | TowneBank | | BankUnited, Inc. | Home BancShares, Inc. | Trustmark Corporation | | Cadence Bank | Pinnacle Financial Partners, Inc. | UMB Financial Corporation | | First Financial Bancorp. | Old National Bancorp | United Bankshares, Inc. | | F.N.B. Corporation | Renasant Corporation | United Community Bank, Inc. | | Fulton Financial Corporation | Simmons First National Corporation | WesBanco, Inc. | | Hancock Whitney Corporation | SouthState Corporation | WSFS Financial Corporation |

  83. 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:

  84. Compensation Benchmarking and Decisions

    | ● | McLagan, 2023 Regional and Community Banking Compensation Survey; and |

  85. Compensation Benchmarking and Decisions

    | ● | Custom peer group proxy filings. |

  86. Compensation Benchmarking and Decisions

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

  87. 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 2024, 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.

  88. Short-Term Incentive Compensation

    Short-Term Incentive Compensation As discussed above, the 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 the amount of 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 2024, each NEO’s target incentive award and weighting between corporate and individual/divisional performance measures were as follows:

  89. Short-Term Incentive Compensation

    | | | | 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% | 60% | 40% | | Matthew L. Linderman | 55% | 70% | 30% |

  90. Corporate Performance Measures

    Corporate Performance Measures In 2024, the Compensation Committee determined to increase the weighting of the corporate performance measures such that all participants, including NEOs, have the largest portion of their target incentive award tied to our achievement of corporate performance measures. The Compensation Committee reviewed and approved the 2024 corporate performance measures and weightings based on our Board-approved 2024 financial plan, which includes financial forecasts that consider our growth strategies, historical performance, and key economic assumptions for our industry. The selected corporate performance measures for 2024, their respective weightings and performance levels 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.

  91. Corporate Performance Measures

    | Corporate Performance Measure(1) | Weighting | Threshold (50% payout) | Target (100% payout) | Superior (200% payout) | | Net Operating Income | 25% | $228,000 | $285,000 | $399,000 | | Operating ROA | 20% | 0.97% | 1.21% | 1.69% | | Operating ROTCE | 30% | 14.82% | 18.53% | 25.94% | | Operating Efficiency Ratio | 25% | 57.22% | 52.02% | 46.82% | | | 100% | | | |

  92. Corporate Performance Measures

    | (1) For information regarding how the Compensation Committee defined these performance measures for 2024, see “—Incentive Awards Payouts—Corporate Performance” below. |

  93. Corporate Performance Measures

    For 2024, the Compensation Committee also reviewed and approved an amendment to the MIP that adds a relative return on tangible common equity performance modifier that will be set by the Compensation Committee each year. The relative ROTCE performance modifier will measure performance relative to the proxy peer group we use to annually assess the competitiveness of our compensation arrangements. The purpose of the modifier is to ensure that incentive rewards are aligned with the incentive targets that are established based on a financial plan that is set with the intention of achieving financial performance above the median of the compensation peer group, provided that no award can exceed 200% of target as described above. For 2024, the relative ROTCE performance modifier was applied against the calculated absolute performance of the four corporate performance measures selected by the Compensation Committee under the MIP as follows:

  94. Corporate Performance Measures

    | | Threshold | Target | Superior | | Modifier | 0.5x | 1.0x | 1.5x | | Relative Rank | <=25th | 50th | >=75th |

  95. 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 2024, our assessment model included the following seven key areas of focus:

  96. 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 |

  97. Individual/Divisional Performance Measures

    | Areas of Focus | Key Objectives | | Operational Effectiveness & Scalability | Oversees, manages and drives operational efficiency, optimization and effectiveness to ensure a high delivery of service standards through the use of innovative solutions and automation | | Customer (Internal and/or External) Experience | Builds strong customer relationships and delivers customer-centric solutions that are aligned to customer needs, driving high levels of customer satisfaction and engagement | | Community Leadership & External Relationships | Promotes our mission and builds relationships with third party associations, businesses, social groups and other organizations that are beneficial to achieving our mission |

  98. Incentive Award Payouts

    Incentive Award Payouts Corporate Performance. The following table shows our performance against each corporate performance measure selected in 2024 and the resulting payout percentage (dollars in thousands):

  99. Incentive Award Payouts

    | Corporate Performance Measure | Weighting | Target | Actual Results | | % of Target Achieved | | Net Operating Income(1) | 25% | $285,000 | $264,694 | Below Target | 93% | | Operating ROA(2) | 20% | 1.21% | 1.11% | Below Target | 92% | | Operating ROTCE(3) | 30% | 18.53% | 16.69% | Below Target | 90% | | Operating Efficiency Ratio(4) | 25% | 52.02% | 53.31% | Below Target | 98% | | | 100% | | | | |

  100. Incentive Award Payouts

    | (1) Net operating income excludes from net income initial provision expense on purchased non-credit deteriorated (“non-PCD”) loans acquired in our acquisition of American National Bankshares Inc., which represents the CECL “double count” on the non-PCD credit mark and additional provision for unfunded commitments also acquired from American National Bankshares Inc.; gains on sales of securities; merger and integration costs; a FDIC special assessment; and deferred tax asset write-down. |

  101. Incentive Award Payouts

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

  102. Incentive Award Payouts

    | (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. |

  103. Incentive Award Payouts

    | (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, merger-related costs, a FDIC special assessment, and gains on sale of securities. |

  104. Incentive Award Payouts

    Achievement of the corporate measures as outlined above resulted in a calculated corporate performance payout of 81%, based on the slightly below target achievement of each measure. However, considering the performance ranking of the 82nd percentile under the relative ROTCE performance modifier, the payouts were adjusted upward by 150% to a final payout for the corporate measures of 121%. The Compensation Committee reviewed and approved the final payout under the corporate component, and recognized that the modifier achieved its intended purpose of aligning compensation for performance above the median of the peer group. Individual/Divisional Performance. The following table lists for each NEO the individual/divisional performance payout percentage for 2024 as determined under the previously described assessment model, in each case, as approved by the Compensation Committee:

  105. Incentive Award Payouts

    | Name | Payout % for Individual/ Divisional Performance | | John C. Asbury | 125% | | Robert M. Gorman | 125% | | Maria P. Tedesco | 125% | | David V. Ring | 125% | | Matthew L. Linderman | 125% |

  106. Incentive Award Payouts

    Payouts. In 2024, the Compensation Committee and our Board approved the following incentive award payouts under the MIP based on each NEO’s annualized base salary level in effect at year-end 2024. The Compensation Committee did not exercise its discretion to adjust any of the incentive award payouts under the MIP.

  107. Incentive Award Payouts

    | Name | Total Incentive Payout | % of Base Salary | | John C. Asbury | $1,205,820 | 122% | | Robert M. Gorman | $455,595 | 85% | | Maria P. Tedesco | $599,182 | 91% | | David V. Ring | $358,628 | 67% | | Matthew L. Linderman | $328,522 | 67% |

  108. 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:

  109. Long-Term Incentive Compensation

    | ● | our performance relative to peers; |

  110. Long-Term Incentive Compensation

    | ● | industry-specific survey results; |

  111. Long-Term Incentive Compensation

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

  112. Long-Term Incentive Compensation

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

  113. Long-Term Incentive Compensation

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

  114. 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.

  115. 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 “2021 Plan”. Under the 2021 Plan, 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 2021 Plan 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, 2024, there were 666,206 shares remaining under the 2021 Plan for future grants and awards. See Proposal 2 above regarding the adoption of the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan in replacement of the 2021 Plan, subject to shareholder approval.

  116. 2024 Long-Term Incentive Program Awards

    2024 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 2024 Long-Term Incentive Program (“LTIP”) awards granted to our NEOs in February 2024, which were based on a percentage of their base salary, consisted of the following:

  117. 2024 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 |

  118. 2024 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 measures 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. Like the 2023 PSUs, the 2024 PSUs are subject to the achievement of two equally weighted performance measures—total shareholder return (“TSR”) and core return on average tangible common equity (“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 2024-2026 performance cycle for the 2024 PSUs:

  119. 2024 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% |

  120. 2024 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 2024 PSU awards associated with that measure. |

  121. 2024 Long-Term Incentive Program Awards

    In addition, all 2024 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 cancel or 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 of employment, see “Potential Payments Upon Termination or Change in Control—Equity Awards” below. 2024 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 2024 LTIP to our NEOs in February 2024:

  122. 2024 Long-Term Incentive Program Awards

    | | Time-Based | Performance | | | Restricted | Share | | Name | Stock | Units(1) | | John C. Asbury | 24,146 | 36,220 | | Robert M. Gorman | 9,368 | 9,368 | | Maria P. Tedesco | 11,499 | 11,500 | | David V. Ring | 6,081 | 6,082 | | Matthew L. Linderman | 4,471 | 4,472 |

  123. 2024 Long-Term Incentive Program Awards

    | (1) The amount provided represents payment of the 2024 PSUs at target. |

  124. 2022 Performance Share Unit Results

    2022 Performance Share Unit Results The performance period for the 2022 PSUs ended on December 31, 2024. The performance measure for this award was our TSR, relative to the TSR of banks comprising the KBW Regional Banking Index. The 2022 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).

  125. 2022 Performance Share Unit Results

    | Measure | Threshold | Target | Maximum | Actual Performance | | Relative TSR(1) | 25th percentile | 50th percentile | 100th percentile | 49th percentile |

  126. 2022 Performance Share Unit Results

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

  127. 2022 Performance Share Unit Results

    Based on the above, the 2022 PSUs were earned at 98% of target. Payment of the earned portion of the 2022 PSUs occurred on January 29, 2025, the date the Compensation Committee certified the performance results, and were as follows:

  128. 2022 Performance Share Unit Results

    | Name | 2022 Earned PSUs | | John C. Asbury | 19,444 | | Robert M. Gorman | 6,946 | | Maria P. Tedesco | 10,448 | | David V. Ring | 4,597 |

  129. 2022 Performance Share Unit Results

    Mr. Linderman did not begin his employment with the Company until 2023 and, therefore, he did not have any outstanding 2022 PSUs.

  130. Grant Practices Specific to Stock Options

    Grant Practices Specific to Stock Options We do not currently grant stock options as part of our equity compensation programs and, therefore, we do not currently have a policy or practice governing the timing of such awards. For grants of other equity awards, such as restricted stock and PSUs, our Compensation Committee and Board, as applicable, generally grants such awards on an annual basis based on a predetermined schedule, with awards typically granted at the beginning of each new fiscal year to incentivize the achievement of our strategic objectives and long-term results. As such, the Compensation Committee does not currently take material non-public information into account when determining the timing and terms of equity awards, as the timing of grants is in accordance with such predetermined annual schedule. Similarly, we do not time the release of material, non-public information based on equity award grant dates for the purpose of affecting the value of any awards. In addition, equity awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. In addition, under its charter, the Compensation Committee can delegate authority to one or more executive officers to make off-cycle grants to employees who are not executive officers.

  131. 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.

  132. 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.”

  133. Executive Compensation in 2025

    Executive Compensation in 2025 In November 2024, the Compensation Committee conducted an executive compensation review with data and analyses provided by Meridian, its independent compensation consultant. The purpose of the review was to assess the market competitiveness of the current executive compensation program against updated data for the selected peer group of base salaries, short-term and long-term incentive targets to assist in making compensation decisions for 2025. Individual positions were benchmarked as part of the review against comparable positions at other organizations in terms of role, level, and responsibilities. The review indicated that in the aggregate compensation levels fell within the competitive range for each pay component (meaning, plus or minus 15% of the market median); however, competitive positioning varied by individual. In February 2025, the Compensation Committee and the Board met and approved new base salaries for our NEOs. At the same time in February, the Compensation Committee also approved and recommended to the Board for approval an increase in the short-term incentive opportunity for Mr. Gorman and Ms. Tedesco. All of these changes were made to seek to ensure that targeted compensation for our individual executives remains competitive. As a result of these approvals the new base salaries and the target incentive opportunities for all NEOs for 2025 are as follows:

  134. Executive Compensation in 2025

    | | Incentive Opportunity | | | Name | 2025 Short-Term | 2025 Long-Term | | John C. Asbury | 110% | 200% | | Robert M. Gorman | 75% | 115% | | Maria P. Tedesco | 80% | 115% | | David V. Ring | 55% | 75% | | Matthew L. Linderman | 55% | 60% |

  135. 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.

  136. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | | | Salary | Bonus | Awards(1) | Compensation(3) | Compensation(4) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | John C. Asbury | 2024 | 975,000 | — | 1,932,272(2) | 1,205,820 | 142,193 | 4,255,285 | | President and CEO of the | 2023 | 894,213 | 720,000 | 1,644,042 | 180,000 | 116,225 | 3,554,480 | | Company; CEO of the Bank | 2022 | 859,733 | — | 1,381,053 | 977,766 | 107,643 | 3,326,195 | | Robert M. Gorman | 2024 | 526,263 | — | 610,547(2) | 455,595 | 45,935 | 1,638,339 | | EVP and Chief Financial | 2023 | 478,421 | 272,037 | 642,908 | 68,010 | 38,272 | 1,499,648 | | Officer of the Company | 2022 | 438,788 | — | 493,398 | 324,369 | 31,359 | 1,287,914 | | Maria P. Tedesco | 2024 | 651,714 | — | 749,929(2) | 599,182 | 105,633 | 2,106,459 | | EVP of the Company; | 2023 | 626,648 | 378,415 | 886,132 | 94,603 | 95,933 | 2,081,731 | | President and Chief Operating | 2022 | 602,032 | — | 742,064 | 479,689 | 62,358 | 1,886,143 | | Officer of the Bank | | | | | | | | | David V. Ring | 2024 | 528,443 | — | 418,372(2) | 358,628 | 70,049 | 1,375,492 | | EVP of the Company; | 2023 | 494,350 | 140,634 | 489,535 | 140,634 | 62,631 | 1,327,784 | | Wholesale Banking Group | 2022 | 406,495 | — | 326,512 | 243,425 | 53,734 | 1,030,166 | | Executive of the Bank | | | | | | | | | Matthew L. Linderman(5) | 2024 | 485,667 | — | 291,876(2) | 328,522 | 41,036 | 1,147,101 | | EVP of the Company; | 2023 | 416,591 | 405,100 | 385,487 | 103,400 | 35,328 | 1,345,906 | | Chief Information Officer | | | | | | | | | of the Bank | | | | | | | |

  137. Summary Compensation Table

    | (1) The amounts reported reflect the aggregate grant date fair value of the time-based restricted stock and PSUs granted to our NEOs, computed in accordance with FASB ASC Topic 718. A discussion of our assumptions related to stock-based compensation are found in Note 15, “Employee Benefits and Stock Based Compensation,” to our consolidated financial statements included in our 2024 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 2024 grants, was target level performance. For 2024, this column includes the value of certain restricted stock awards granted in March 2024 for the above-target portion of the 2023 annual incentive award determined based on 2023 performance. |

  138. Summary Compensation Table

    | (2) Represents the following awards of time-based restricted stock and performance-based units and their grant date fair values: |

  139. Summary Compensation Table

    | Name | Time-Based Restricted Stock ($) | TSR PSU ($) | ROATCE PSU (a) ($) | | John C. Asbury | 836,979 | 570,466 | 524,827 | | Robert M. Gorman | 327,258 | 147,546 | 135,742 | | Maria P. Tedesco | 402,169 | 181,125 | 166,635 | | David V. Ring | 234,453 | 95,792 | 88,128 | | Matthew L. Linderman | 156,643 | 70,434 | 64,799 |

  140. 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 2024 are satisfied, then the value of the units determined as |

  141. Summary Compensation Table

    | of the grant date, would be as follows: Mr. Asbury—$1,049,654, Mr. Gorman—$271,484; Ms. Tedesco—$333,270; Mr. Ring—$176,256; Mr. Linderman—$129,598. |

  142. Summary Compensation Table

    | (3) See “Compensation Discussion and Analysis—Short-Term Incentive Compensation” above for a description of how the Compensation Committee determined the non-equity incentive plan payments awarded in 2024. |

  143. Summary Compensation Table

    | (4) The details of the components of this column are provided in the table below titled “2024 All Other Compensation Table.” |

  144. Summary Compensation Table

    | (5) Mr. Linderman became a named executive officer for the first time in 2023. |

  145. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information regarding stock awards granted in 2024 and the annual cash incentive compensation award opportunity for 2024 for each NEO.

  146. Grants of Plan-Based Awards in 2024

    | | | | | | | | | 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. Asbury | N/A | 495,000 | 990,000 | 1,980,000 | — | — | — | — | — | | | 2/22/2024 | — | — | — | 18,110 | 36,220 | 72,440 | — | 1,095,293 | | | 2/22/2024 | — | — | — | — | — | — | 24,146 | 791,989 | | | 3/15/2024 | — | — | — | — | — | — | 1,337 | 44,990 | | Robert M. Gorman | N/A | 187,026 | 374,051 | 748,102 | — | — | — | — | — | | | 2/22/2024 | — | — | — | 4,684 | 9,368 | 18,736 | — | 283,288 | | | 2/22/2024 | — | — | — | — | — | — | 9,368 | 307,270 | | | 3/15/2024 | — | — | — | — | — | — | 594 | 19,988 | | Maria P. Tedesco | N/A | 245,970 | 491,939 | 983,878 | — | — | — | — | — | | | 2/22/2024 | — | — | — | 5,750 | 11,500 | 23,000 | — | 347,760 | | | 2/22/2024 | — | — | — | — | — | — | 11,499 | 377,167 | | | 3/15/2024 | — | — | — | — | — | — | 743 | 25,002 | | David V. Ring | N/A | 146,260 | 292,519 | 585,038 | — | — | — | — | — | | | 2/22/2024 | — | — | — | 3,041 | 6,082 | 12,164 | — | 183,920 | | | 2/22/2024 | — | — | — | — | — | — | 6,081 | 199,457 | | | 3/15/2024 | — | — | — | — | — | — | 1,040 | 34,996 | | Matthew L. Linderman | N/A | 134,420 | 268,840 | 537,680 | — | — | — | — | — | | | 2/22/2024 | — | — | — | 2,236 | 4,472 | 8,944 | — | 135,233 | | | 2/22/2024 | — | — | — | — | — | — | 4,471 | 146,649 | | | 3/15/2024 | — | — | — | — | — | — | 297 | 9,994 |

  147. Grants of Plan-Based Awards in 2024

    | (1) Represents the possible payout range under the MIP for annual cash incentive awards granted in 2024, 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 2024 under the MIP are shown in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” |

  148. Grants of Plan-Based Awards in 2024

    | (2) Reflects PSU awards granted under the 2024 LTIP. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2024 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. |

  149. Grants of Plan-Based Awards in 2024

    | (3) Reflects time-based restricted stock awards granted under the LTIP. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2024 Long-Term Incentive Program Awards” for additional details. The awards with a March 2024 grant date were granted as the above-target portion of the 2023 annual incentive award determined based on 2023 performance. |

  150. Grants of Plan-Based Awards in 2024

    | (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 2024 grants, was target level performance. A discussion of our assumptions for stock-based compensation are found in Note 15, “Employee Benefits and Stock Based Compensation,” to our consolidated financial statements included in our 2024 Annual Report on Form 10-K. |

  151. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 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, 2024. None of our NEOs held any outstanding stock options as of December 31,2024.

  152. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 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 | 2/24/2022 | 4,409(3) | 167,013 | — | — | | | 2/23/2023 | 11,477(4) | 434,749 | — | — | | | 2/22/2024 | 24,146(5) | 914,650 | — | — | | | 3/15/2024 | 1,337(8) | 50,646 | — | — | | | 1/1/2022-12/31/2024 | 19,444(6) | 736,546 | — | — | | | 1/1/2023-12/31/2025 | — | — | 25,824(7) | 978,213 | | | 1/1/2024-12/31/2026 | — | — | 36,220(7) | 1,372,014 | | Robert M. Gorman | 2/24/2022 | 1,575(3) | 59,661 | — | — | | | 2/23/2023 | 5,624(4) | 213,037 | — | — | | | 2/22/2024 | 9,368(5) | 354,860 | — | — | | | 3/15/2024 | 594(8) | 22,501 | — | — | | | 1/1/2022-12/31/2024 | 6,946(6) | 263,124 | — | — | | | 1/1/2023-12/31/2025 | — | — | 8,436(7) | 319,556 | | | 1/1/2024-12/31/2026 | — | — | 9,368(7) | 354,860 | | Maria P. Tedesco | 2/24/2022 | 2,369(3) | 89,738 | — | — | | | 2/23/2023 | 7,751(4) | 293,608 | — | — | | | 2/22/2024 | 11,499(5) | 435,582 | — | — | | | 3/15/2024 | 743(8) | 28,145 | — | — | | | 1/1/2022-12/31/2024 | 10,448(6) | 395,762 | — | — | | | 1/1/2023-12/31/2025 | — | — | 11,628(7) | 440,469 | | | 1/1/2024-12/31/2026 | — | — | 11,500(7) | 435,620 | | David V. Ring | 2/24/2022 | 1,042(3) | 39,471 | — | — | | | 2/23/2023 | 4,282(4) | 162,202 | — | — | | | 2/22/2024 | 6,081(5) | 230,348 | — | — | | | 3/15/2024 | 1,040(8) | 39,395 | — | — | | | 1/1/2022-12/31/2024 | 4,597(6) | 174,141 | — | — | | | 1/1/2023-12/31/2025 | — | — | 6,424(7) | 243,341 | | | 1/1/2024-12/31/2026 | — | — | 6,082(7) | 230,386 | | Matthew L. Linderman | 2/23/2023 | 2,497(4) | 94,586 | — | — | | | 3/13/2023 | 1,976(9) | 74,851 | — | — | | | 2/22/2024 | 4,471(5) | 169,361 | — | — | | | 3/15/2024 | 297(8) | 11,250 | — | — | | | 1/1/2023-12/31/2025 | — | — | 3,746(7) | 141,898 | | | 1/1/2024-12/31/2026 | — | — | 4,472(7) | 169,399 |

  153. Outstanding Equity Awards at Fiscal Year-End 2024

    | (1) Computed by multiplying the number of shares reported in the preceding column by the closing price of our common stock on December 31, 2024 of $37.88 per share. |

  154. Outstanding Equity Awards at Fiscal Year-End 2024

    | (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. |

  155. Outstanding Equity Awards at Fiscal Year-End 2024

    | (3) 2022 time-based restricted stock (“TRS”). This award vested on February 24, 2025. |

  156. Outstanding Equity Awards at Fiscal Year-End 2024

    | (4) 2023 TRS. One-half of the outstanding award vested on February 23, 2025 and one-half is scheduled to vest on February 23, 2026. |

  157. Outstanding Equity Awards at Fiscal Year-End 2024

    | (5) 2024 TRS. One-third of the outstanding award vested on February 22, 2025, one-third is scheduled to vest on February 22, 2026, and one-third is scheduled to vest on February 22, 2027. |

  158. Outstanding Equity Awards at Fiscal Year-End 2024

    | (6) 2022 PSU (Performance Achieved). Represents PSUs earned upon satisfaction of performance at 98%, subject to the officer’s continued service through the payment date. These PSUs were vested and paid January 29, 2025 See the description of our performance and satisfaction of the performance measures for the 2022 PSUs in “Compensation Discussion and Analysis—Long-Term Incentive Compensation—2022 Performance Share Unit Results” above. |

  159. Outstanding Equity Awards at Fiscal Year-End 2024

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

  160. Outstanding Equity Awards at Fiscal Year-End 2024

    | (8) March 2024 TRS. This award fully vested on March 15, 2025. |

  161. Outstanding Equity Awards at Fiscal Year-End 2024

    | (9) March 2023 TRS. One-half of the outstanding award vested on March 13, 2025 and one-half is scheduled to vest on March 13, 2026. |

  162. Stock Vested in 2024

    Stock Vested in 2024 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 2024, nor do they hold any outstanding stock options.

  163. Stock Vested in 2024

    | | Stock Awards | | | | Number of Shares Acquired | Value Realized | | | on Vesting | on Vesting | | Name | (#) | ($)(1) | | John C. Asbury | 30,099 | 1,035,002 | | Robert M. Gorman | 11,929 | 409,654 | | Maria P. Tedesco | 15,800 | 541,942 | | David V. Ring | 8,424 | 289,162 | | Matthew L. Linderman | 2,237 | 75,249 |

  164. Stock Vested in 2024

    | (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. |

  165. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024 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 or board service, upon termination of employment for board service or 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 two years and no more than 20 years. The following table summarizes the nonqualified deferred compensation for the NEOs in 2024.

  166. Nonqualified Deferred Compensation for 2024

    | | 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 | 100,000 | — | 76,506 | — | 452,137 | | Maria P. Tedesco | — | — | — | — | — | | David V. Ring | 269,000 | — | 107,684 | — | 915,736 | | Matthew L. Linderman | — | — | — | — | — |

  167. Nonqualified Deferred Compensation for 2024

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

  168. Nonqualified Deferred Compensation for 2024

    | (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 2024: Gorman—$239,784 and Ring—$484,821. |

  169. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  170. 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, 2024. 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, 2024, Mr. Gorman was the only NEO eligible for retirement (defined as termination of employment after reaching 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.

  171. 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) | 3,212,992 | — | 2,303,603 | 1,109,480 | 6,626,075 | | Good Reason (without Change in Control) | 3,212,992 | — | 2,303,603 | 1,109,480 | 6,626,075 | | Change in Control with Qualifying Termination | 5,624,632 | — | 2,303,603 | 2,350,227 | 10,278,462 | | Failure to Renew Employment Agreement | 2,209,406 | — | 2,303,603 | 1,109,480 | 5,622,489 | | Death (without Change in Control) | 508,586 | 100,000 | 2,303,603 | 1,109,480 | 4,021,669 | | Disability (without Change in Control) | 13,586 | — | 2,303,603 | 1,109,480 | 3,426,669 | | Death (with Change in Control) | 522,172 | 100,000 | 2,303,603 | 1,109,480 | 4,035,255 | | Disability (with Change in Control) | 522,172 | — | 2,303,603 | 1,109,480 | 3,935,255 | | Change in Control | — | — | — | 2,350,227 | 2,350,227 | | Robert M. Gorman | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 1,561,273 | — | 913,182 | 331,324 | 2,805,779 | | Good Reason (without Change in Control) | 1,561,273 | — | 913,182 | 331,324 | 2,805,779 | | Change in Control with Qualifying Termination | 2,472,463 | — | 913,182 | 674,416 | 4,060,061 | | Failure to Renew Employment Agreement | 1,008,434 | — | 913,182 | 331,324 | 2,252,940 | | Death (without Change in Control) | 285,660 | 300,000 | 913,182 | 331,324 | 1,830,166 | | Disability (without Change in Control) | 18,480 | — | 913,182 | 331,324 | 1,262,986 | | Death (with Change in Control) | 304,140 | 300,000 | 913,182 | 331,324 | 1,848,646 | | Disability (with Change in Control) | 304,140 | — | 913,182 | 331,324 | 1,548,646 | | Retirement (at or after age 65) | — | — | 913,182 | 331,324 | 1,244,506 | | Change in Control | — | — | — | 674,416 | 674,416 | | Maria P. Tedesco | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 1,927,416 | — | 1,242,834 | 438,852 | 3,609,102 | | Good Reason (without Change in Control) | 1,927,416 | — | 1,242,834 | 438,852 | 3,609,102 | | Change in Control with Qualifying Termination | 3,125,780 | — | 1,242,834 | 876,089 | 5,244,703 | | Failure to Renew Employment Agreement | 1,263,299 | — | 1,242,834 | 438,852 | 2,944,985 | | Death (without Change in Control) | 336,158 | 100,000 | 1,242,834 | 438,852 | 2,117,844 | | Disability (without Change in Control) | 8,198 | — | 1,242,834 | 438,852 | 1,689,884 | | Death (with Change in Control) | 344,356 | 100,000 | 1,242,834 | 438,852 | 2,126,042 | | Disability (with Change in Control) | 344,356 | — | 1,242,834 | 438,852 | 2,026,042 | | Change in Control | — | — | — | 876,089 | 876,089 |

  172. 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 | | David V. Ring | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 924,066 | — | 645,558 | 239,023 | 1,808,647 | | Change in Control with Qualifying Termination | 1,828,132 | — | 645,558 | 473,727 | 2,947,417 | | Death | — | 100,000 | 645,558 | 239,023 | 984,581 | | Disability | — | — | 645,558 | 239,023 | 884,581 | | Change in Control | — | — | — | 473,727 | 473,727 | | Matthew L. Linderman | | | | | | | Termination Events | | | | | | | Without Cause (without Change in Control) | 855,924 | — | 350,049 | 151,065 | 1,357,038 | | Change in Control with Qualifying Termination | 1,691,848 | — | 350,049 | 311,298 | 2,353,195 | | Death | — | — | 350,049 | 151,065 | 501,114 | | Disability | — | — | 350,049 | 151,065 | 501,114 | | Change in Control | — | — | — | 311,298 | 311,298 |

  173. 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 $20,000. |

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

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

  175. 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 31, 2024 of $37.88 per share. |

  176. 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 31, 2024 of $37.88 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 2022 PSUs for which the performance conditions were met at 98% of target at December 31, 2024, 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 31, 2024 of $37.88 per share. |

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

    | CEO COMPENSATION PAY RATIO |

  178. 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 by taking the following steps:

  179. 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. |

  180. 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. |

  181. 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. |

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

    For 2024, there was no significant change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. In reaching this conclusion, as permitted by SEC rules, we excluded the approximately 206 teammates as of December 31, 2024 who joined us as a result of our acquisition of American National Bankshares Inc., which closed on April 1, 2024. However, the median employee identified in 2023 was promoted to a new position in 2024, resulting in an increase in that employee’s compensation. As a result, and as permitted by SEC rules, we substituted a new median employee for 2024 with substantially similar compensation to the original median employee based on the 2023 compensation measure used to select the original median employee. Once we identified our median employee for 2024, we calculated annual total compensation for such employee using the same methodology we used for our named executive officers as set forth in our Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table. The comparison of the annual total compensation of the median employee as described above to the annual total compensation of the CEO as reported in the “Total” column of the Summary Compensation Table included herein results in the following:

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

    | ● | The annual total compensation of the median employee for 2024 was $65,173. |

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

    | ● | The annual total compensation of Mr. Asbury, the CEO, for 2024 was $4,255,285. |

  185. 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 1:65. |

  186. 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.

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

    | PAY VERSUS PERFORMANCE |

  188. 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 five years ended December 31, 2024, 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.

  189. 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 | Compensation | | Peer Group | | Return on | | | Compensation | Actually Paid | Table Total | Actually paid | Total | Total | | Tangible | | | Table Total | to CEO(2) | for Non-CEO | to Non-CEO | Shareholder | Shareholder | Net Income(5) | Common | | Year | for CEO(1) | | NEOs(1) | NEOs(3) | Return(4) | Return(4) | (in thousands) | Equity(6) | | 2024 | $4,255,285 | $4,257,170 | $1,566,848 | $1,564,231 | $120.12 | $130.90 | $209,131 | 16.12% | | 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% |

  190. 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 2024 and 2023, our other NEOs consisted of Robert M. Gorman, Maria P. Tedesco, David V. Ring, and Matthew L. 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. |

  191. 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 titled “Total” for the applicable year and adjusting that amount. Such adjustments for 2024 were as follows: |

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

    | Adjustments to Determine “Compensation Actually Paid” to our CEO | 2024 | | (Subtracts) amounts reported in the “Stock Awards” column in the SCT | $(1,932,272) | | 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 | $2,167,076 | | 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 | $(168,103) | | 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 | $(64,816) | | Adds the incremental fair value of awards modified during the year | — | | Total Adjustments | $1,885 |

  193. 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 titled “Total” for the applicable year (and taking the average of those amounts for the non-CEO NEOs) and adjusting that amount. Such adjustments for 2024 were as follows: |

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

    | Adjustments to Determine “Compensation Actually Paid” for non-CEO NEOs | 2024 | | (Subtracts) amounts reported in the “Stock Awards” column in the SCT | $(517,681) | | 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 | $583,506 | | 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 | $(46,751) | | 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 | $(21,691) | | Adds the incremental fair value of awards modified during the year | — | | Total Adjustments | $(2,617) |

  195. 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. |

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

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

  197. 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 2024 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.” |

  198. 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.

  199. 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.

  200. 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.

  201. 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?

  202. 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. | Approval of the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan | Majority of votes cast | No effect | No effect | | 3. | Ratification of the appointment of our independent registered public accounting firm for 2025 | Majority of votes cast | No effect | Brokers have discretion to vote | | 4. | Approval of the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) | Majority of votes cast | No effect | No effect |

  203. 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 2025 annual meeting, it will be voted “FOR” each of the director nominees named in this proxy statement. If the merger is not completed before our 2025 annual meeting, votes cast in favor of Ms. Abutaleb, Mr. Micklem and Mr. Schrider 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 other nominees named in the proxy statement unless otherwise instructed by the shareholder. Other Proposals: Approval of Proposals 2, 3 and 4 require that the votes cast in favor of each such proposal exceed the votes cast against the proposal. As Proposal 4 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 3, 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 3, 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 approval of the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan, “FOR” the ratification of EY as our independent registered public accounting firm for 2025, and “FOR” the Say on Pay resolution.