Atlantic Union Bankshares Corp
For the period ended May 5, 2026. Filed Mar 25, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 5, 2026 · Filed Mar 25, 2026
Contents
Pay Versus Performance
The information below describes the relationship between compensation actually paid to our CEO and other NEOs, and certain measures of financial performance, for the five years ended December 31, 2025, 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.
| · · · · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · 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) · | |||||||||||||||||
| 2025 | | $5,066,713 | | $4,444,172 | | $1,770,057 | | $1,614,427 | | $128.26 | | $152.71 | | $273,715 | | 20.41% | |
| 2024 | | $4,255,285 | | $4,257,170 | | $1,566,848 | | $1,564,231 | | $131.85 | | $143.39 | | $209,131 | 16.85% | | |
| 2023 | | $3,554,480 | | $4,019,290 | | $1,563,768 | | $1,693,525 | | $122.68 | | $126.67 | | $201,818 | 17.21% | | |
| 2022 | | $3,326,195 | | $3,391,347 | | $1,202,480 | | $1,162,202 | | $113.45 | | $127.17 | | $234,510 | | 16.84% | |
| 2021 | | $3,193,289 | | $2,828,180 | | $1,228,964 | | $1,100,503 | | $116.51 | | $136.64 | | $263,917 | 18.47% | | |
| (1) | For each year in the above table, John C. Asbury was our CEO. During 2025, 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 our other NEOs were Mr. Gorman, Ms. Tedesco, Mr. Ring, and Mr. Brown. |
| (2) | This column represents the “compensation actually paid” to our CEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column titled “Total” for the applicable year and adjusting that amount. Such adjustments for 2025 were as follows: |
| | | | | | |
|---|---|---|---|---|---|
| · · · · | |||||
| Adjustments to Determine “Compensation Actually Paid” to our CEO · · 2025 · · | |||||
| | | | | | |
| | | | | | |
| (Subtracts) amounts reported in the “Stock Awards” column in the SCT | | $(2,364,373) | | | |
| | | | | | |
| | | | | | |
| 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 | | $2,261,875 | | | |
| | | | | | |
| | | | | | |
| 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 | | $(454,260) | | | |
| | | | | | |
| | | | | | |
| 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 | | $(65,784) | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Total Adjustments | | $(622,542) | | | |
| | | | | | |
| (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 2025 were as follows: |
ATLANTIC UNION BANKSHARES |2026 PROXY STATEMENT 72
| | | | | | |
|---|---|---|---|---|---|
| | | | | | |
| Adjustments to Determine “Compensation Actually Paid” for non-CEO NEOs · · 2025 · · | |||||
| | | | | | |
| | | | | | |
| (Subtracts) amounts reported in the “Stock Awards” column in the SCT | | $(600,693) | | | |
| | | | | | |
| | | | | | |
| 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 | | $579,286 | | | |
| | | | | | |
| | | | | | |
| 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 | | $(109,300) | | | |
| | | | | | |
| | | | | | |
| 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 | | $(24,923) | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Total Adjustments | | $(155,630) | | | |
| | | | | | |
| (4) | These two columns show the total shareholder return, or TSR, assuming $100 was invested on December 31, 2020 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. |
| (5) | This column provides our net income for each year presented. |
| (6) | This column represents the financial performance measure that we believe is the most important measure (that is not otherwise disclosed in the table) that we use to align compensation actually paid to our NEOs in 2025 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.” |
Relationship Between Pay and Performance
The relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other non-CEO NEOs and the performance measures shown in the table above is described in further detail below. As illustrated below, the compensation actually paid to our CEO and the other non-CEO NEOs, as calculated in accordance with the SEC requirements, has generally trended over the full four-year period in line with the performance measures disclosed in the table above. In addition to our financial performance, we also evaluate all elements of our NEO compensation based on qualitative factors and an evaluation of competitive compensation levels with other comparable institutions.
ATLANTIC UNION BANKSHARES |2026 PROXY STATEMENT 73
Relationship Between Our TSR and the Peer Group TSR
The graph below shows the relationship between our TSR and our Peer Group TSR, which is the KBW Regional Banking Index. This comparison assumes $100 was invested on December 31, 2020 in our common stock and the comparison group and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends.
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.
ATLANTIC UNION BANKSHARES |2026 PROXY STATEMENT 74
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.
ATLANTIC UNION BANKSHARES |2026 PROXY STATEMENT 75
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.
Tabular List of Financial Performance Measures
We consider the following to be the most important financial performance measures used to link compensation actually paid to our NEOs, for 2025, to Company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in the Compensation Discussion and Analysis above.
| Performance Measures | |
|---|---|
| Operating ROTCE | |
| Net Operating Income | |
| Operating Efficiency Ratio | |
| Operating ROA | |
| Total Shareholder Return Relative to the KBW Regional Banking Index | |
ATLANTIC UNION BANKSHARES |2026 PROXY STATEMENT 76
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.