Sector: Financials
ATLANTIC UNION BANKSHARES CORP · Meeting: May 5, 2026
Directors FOR
16
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director joined in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding, attendance, independence, or qualification concerns identified.
Director joined in 2024 and is exempt from the TSR trigger under the 24-month new-director exemption; serves on one other public company board (Precigen), well within the overboarding limit, and no other disqualifying concerns identified.
AUB's 3-year total shareholder return of +10.7% trails the compensation peer group median of +49.5% by 38.8 percentage points, which exceeds the 35-point trigger threshold for low-positive absolute TSR; however, applying the 5-year mitigant, AUB's 5-year return of +7.3% trails the peer 5-year median of +27.5% by only 20.2 percentage points, which falls below the 35-point threshold, indicating the underperformance is more recent rather than sustained — the 5-year mitigant downgrades the vote from AGAINST to FOR.
Director joined in 2022 and has been on the board for the full 3-year underperformance period; AUB's 3-year TSR trails the peer median by 38.8pp (above the 35pp trigger), but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; serves on two other public company boards, within the limit, and no other concerns.
Director joined in 2019 and has been on the board throughout the 3-year underperformance period; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; no overboarding or other concerns.
Director joined in 2023 and his tenure covers less than half of the 3-year underperformance period, providing meaningful mitigating context; no overboarding, attendance, or other disqualifying concerns identified.
Director joined in 2023 and his tenure covers less than half of the 3-year underperformance period, providing meaningful mitigating context; no overboarding, attendance, or other disqualifying concerns identified.
Long-tenured director since 2004; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, indicating the underperformance is a more recent development against a longer-term adequate track record, so the vote is downgraded from AGAINST to FOR.
Director joined in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding or other disqualifying concerns identified.
Director joined in 2023 and her tenure covers less than half of the 3-year underperformance period, providing meaningful mitigating context; no overboarding, attendance, or other disqualifying concerns identified.
Director since 2012; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; no overboarding or other concerns.
Director joined in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding or other disqualifying concerns identified.
Director joined in 2024 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding or other disqualifying concerns identified.
Long-tenured Board Chair since 2003; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; no overboarding or other concerns.
Director since 2014; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; no overboarding or other concerns.
Director since 2018; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; serves on one other public company board (Armada Hoffler), within the limit.
AUB's 3-year total shareholder return of +10.7% trails its compensation peer group median by 38.8 percentage points, which technically triggers the policy's underperformance threshold for directors with qualifying tenure. However, the 5-year mitigant applies across the board: the 5-year TSR gap of 20.2pp versus the peer median does not exceed the 35pp threshold applicable to low-positive absolute returns, indicating the underperformance is a more recent development rather than a sustained multi-year pattern. Newer directors (those joining in 2023, 2024, or 2025) are either exempt under the 24-month rule or have tenure covering less than half the underperformance period. All 16 nominees receive a FOR vote. The board discloses a skills matrix, all audit and compensation committee members are independent, attendance was 75% or more for all directors in 2025, and no overboarding concerns were identified.
CEO
John C. Asbury
Total Comp
$5,066,713
Prior Support
93%%
The prior year Say on Pay vote received approximately 93% support, well above the 70% threshold that would require a response — no remediation concern arises. CEO total compensation of approximately $5.1 million is reasonable for a $5 billion market cap regional bank CEO and does not appear materially above benchmark for this title, sector, and size. The pay structure is well-designed for performance alignment: at least 60% of the CEO's long-term incentive awards are in performance stock awards tied to relative TSR and return on tangible common equity versus peers over a 3-year period, short-term cash bonuses are tied to measurable financial metrics with a relative performance modifier, and the company maintains a meaningful clawback policy and stock ownership requirements — the overall pay-for-performance framework passes the policy screens.
Auditor
Ernst & Young LLP
Tenure
11 yrs
Audit Fees
$3,388,000
Non-Audit Fees
$285,409
Non-audit fees (tax services of $285,409 plus audit-related fees of $40,000 totaling $325,409) represent approximately 9.7% of core audit fees of $3,348,000, well below the 50% threshold that would raise independence concerns; EY has served since 2015 (approximately 11 years), comfortably below the 25-year tenure threshold; EY is a Big 4 firm appropriate for a $5 billion market cap bank; and no material financial restatements were identified.
2 proposals submitted by shareholders
Proposal 2
This is a board-proposed charter amendment that would reduce the vote required to remove a director for cause from a two-thirds supermajority to a simple majority of outstanding shares — a clear improvement in shareholder rights. Supermajority requirements for director removal entrench incumbent directors and limit shareholders' ability to hold the board accountable; removing this barrier directly improves governance. This is a straightforward pro-shareholder change with no offsetting anti-shareholder provisions, and the board itself is sponsoring it.
Proposal 3
This board-proposed charter amendment would eliminate the existing rule that requires an 80% supermajority shareholder vote to amend the articles of incorporation when the board has not approved and recommended the amendment, replacing it with a simple majority standard regardless of board recommendation. Supermajority thresholds for charter amendments that apply when shareholders act without board approval are a significant entrenchment device that can prevent shareholders from making governance changes the board opposes; removing this barrier meaningfully strengthens shareholder rights. This is a clear governance improvement with no offsetting concerns.
Atlantic Union Bankshares' 2026 proxy presents a balanced ballot with all five proposals warranting a FOR vote. The two board-proposed charter amendments to eliminate supermajority voting requirements are unambiguous governance improvements that increase shareholder rights; the auditor ratification is straightforward with a Big 4 firm, modest non-audit fees, and reasonable tenure; and the Say on Pay program is well-structured with strong performance conditions, a 93% prior-year approval rate, and compensation levels that appear in line with the company's size and sector.
21 companies disclosed in 2026 proxy filing
