March 25, 2026
Dear Fellow Shareholders:
You are cordially invited to attend the 2026 annual meeting of shareholders of Atlantic Union Bankshares Corporation to be held on Tuesday, May 5, 2026 at 10:00 a.m., Eastern Time. Our meeting will be held in a virtual-only format conducted via a live audio webcast at https://meetnow.global/MJ76S67. You will be able to participate in the virtual annual meeting online, vote your shares electronically during the meeting, and submit questions prior to and during the meeting. You will not be able to attend the meeting in person.
For more information on how to attend the annual meeting, please see the instructions in the accompanying proxy statement, beginning on page 4.
At the annual meeting, shareholders will be asked to:
elect directors to serve until the 2027 annual meeting of shareholders;
approve an amendment to the Company's Amended and Restated Articles of Incorporation (the "articles of incorporation") to remove the supermajority voting requirement in Article V related to the removal of directors by shareholders;
approve an amendment to the Company's articles of incorporation to remove the supermajority voting requirement in Article VII related to amendments to the articles of incorporation;
ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026;
approve the compensation of our named executive officers (an advisory, non-binding "Say on Pay" resolution); and
transact any other business that may properly come before the meeting or any adjournments or postponements of the meeting.
At the annual meeting, we will also report on our condition and performance in 2025, and you will have an opportunity to submit questions.
Your vote is very important. I encourage you to read our 2026 proxy statement, our 2025 annual report to shareholders, and the other proxy materials. Please submit your proxy as soon as possible by internet, telephone, or mail to ensure your vote is represented at the annual meeting, regardless of whether you plan to attend the meeting.
We value your continued support and loyalty. Thank you.
Very truly yours,
John C. Asbury
President and Chief Executive Officer
Atlantic Union Bankshares Corporation4300 Cox Road
Glen Allen, Virginia 23060
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
https://meetnow.global/MJ76S67
Matters to be Voted on:Electing directors to serve until the 2027 annual meeting of shareholders;
A proposal to approve an amendment to the articles of incorporation to remove the supermajority voting requirement in Article V related to the removal of directors by shareholders;
A proposal to approve an amendment to the articles of incorporation to remove the supermajority voting requirement in Article VII related to amendments to the articles of incorporation;
A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026;
A proposal to approve the compensation of our named executive officers (an advisory, non-binding "Say on Pay" resolution); and
Any other business that may properly come before the meeting or any adjournments or postponements of the meeting.
Our common shareholders, as of the close of business on March 11, 2026, are entitled to notice of and to vote at the annual meeting and any adjournments or postponements of the meeting.
Your Vote is Very Important:Our annual meeting will be held solely by means of remote communication via a live audio webcast. You will be able to participate in the virtual annual meeting online, vote your shares electronically during the meeting, and submit questions prior to and during the meeting. You will not be able to attend the meeting in person.
Please submit your proxy as soon as possible by Internet, telephone, or mail to ensure your representation at the annual meeting, regardless of whether you plan to attend the meeting. Please refer to the discussion beginning on page 79 of the proxy statement for information on how to vote your shares and attend our annual meeting virtually.
By Order of the Board of Directors,
Rachael R. Lape
General Counsel/Corporate Secretary March 25, 2026
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to be Held on May 5, 2026.
Our 2026 proxy statement, 2025 annual report to shareholders (the "annual report to shareholders") and proxy card are available online at https://www.envisionreports.com/AUB.
PROXY STATEMENT
General | 3 |
Proxy Statement Summary | 4 |
Proposal 1-Election of Directors | 5 |
Proposal 2-Approval of an Amendment to the Company's Articles of Incorporation to Eliminate the Supermajority Voting Requirement Related to the Removal of Directors by Shareholders | 18 |
Proposal 3-Approval of an Amendment to the Company's Articles of Incorporation to Eliminate the Supermajority Voting Requirement Related to Certain Amendments to the Articles of Incorporation | 19 |
Proposal 4-Ratification of the Appointment of Our Independent Registered Public Accounting Firm | 20 |
Proposal 5-Approval of Our Named Executive Officer Compensation (an Advisory, Non-Binding Say on Pay Resolution) | 21 |
Our Culture | 22 |
Corporate Governance | 27 |
Director Compensation | 33 |
Audit Information and Report of the Audit Committee | 35 |
Executive Officers | 37 |
Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners | 39 |
Compensation Discussion and Analysis | 42 |
Report of the Compensation Committee | 60 |
Executive Compensation | 61 |
CEO Compensation Pay Ratio | 71 |
Pay Versus Performance | 72 |
Interests of Directors and Executive Officers in Certain Transactions | 77 |
Delinquent Section 16(a) Reports | 77 |
Other Matters | 77 |
Policy on the Consideration and Evaluation of Director Candidates | 78 |
Shareholder Proposals for Our 2027 Annual Meeting | 78 |
Voting and Other Information | 79 |
Attending Our Annual Meeting | 82 |
Additional Information | 83 |
Appendix A - Proposed Amendment to Company's Articles of Incorporation (Proposal 2) | A-1 |
Appendix B - Proposed Amendments to Company's Articles of Incorporation (Proposal 3) | B-1 |
Appendix C - Proposed Amended and Restated Articles of Incorporation | C-1 |
GENERAL
The Board of Directors (the "Board") of Atlantic Union Bankshares Corporation is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at our 2026 annual meeting of shareholders, or any adjournments or postponements of the meeting. As used in this proxy statement, the terms "the Company," "we," "us" and "our" refer to Atlantic Union Bankshares Corporation and its subsidiaries. Additionally, references to the "Bank" refer to Atlantic Union Bank.
Proxy MaterialsWe mailed to most of our shareholders a Notice of Internet Availability of our Proxy Materials (the "Notice of Internet Availability") with instructions on how to access our proxy materials over the Internet and how to vote. The Notice of Internet Availability or, in some cases, this proxy statement, and the accompanying form of proxy, was first mailed to shareholders on or about March 25, 2026. By furnishing proxy materials over the Internet, we are able to reduce the printing and mailing costs of this solicitation and help conserve natural resources. If you receive the Notice of Internet Availability but would still like to receive paper copies of the proxy materials, please follow the instructions on the Notice of Internet Availability.
WebsiteWebsite references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.
PROXY STATEMENT SUMMARY
You may vote at our 2026 annual meeting if you were a common shareholder as of the close of business on March 11, 2026.
Online Before the Meeting
https://www.envisionreports.com/AUB, or
at the website indicated on the materials provided by your broker
By Mail
Complete, sign, date, and return your proxy card in the envelope provided
By Telephone
Call the telephone number located on the top of your proxy card
Online During the Meeting
Attend our annual meeting virtually by logging into the virtual meeting website and vote by following the instructions provided on the website
If you are a beneficial (or street name) holder and you would like to vote during the meeting, you must obtain a legal proxy from your bank, broker or other nominee and submit it to our transfer agent in advance of the meeting. See "Voting and Other Information" beginning on page 79 for more information.
Proposals For Your Vote | Board Voting Recommendation | Page | |
1. | Election of directors | "FOR" each nominee | 5 |
2. | Approval of an amendment to the Company's articles of incorporation to remove the supermajority voting requirement in Article V related to the removal of directors by shareholders | "FOR" | 18 |
3. | Approval of an amendment to the Company's articles of incorporation to remove the supermajority voting requirement in Article VII related to approval of amendments to the articles of incorporation | "FOR" | 19 |
4. | Ratification of the appointment of our independent registered public accounting firm for 2026 | "FOR" | 20 |
5. | Approval of the compensation of our named executive officers (an advisory, non-binding "Say on Pay" resolution) | "FOR" | 21 |
To attend, vote, and submit questions during our annual meeting, visit https://meetnow.global/MJ76S67 and enter the control number found on your Notice of Internet Availability or on your proxy card. If you do not have a control number, you may still attend the meeting as a guest in listen-only mode, but you will not be able to vote your shares or otherwise participate in the meeting. If you hold your shares in street name through a bank, broker, or other nominee, you must register in advance of the meeting to vote and ask questions during the meeting. See "Attending Our Annual Meeting" beginning on page 82 for more information.
The live audio webcast of the meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting 15 minutes before the start time. If you experience technical difficulties in connecting to the meeting, you may call 1-888-724-2416 (Toll Free) or 1-781-575-2748 (International Toll). If we experience technical issues in convening or hosting the meeting, we will promptly post information on the Investor Relations > Company Info > Annual Reports & Proxy section of our website at https://www.atlanticunionbank.com, including when the meeting will be reconvened.
PROPOSAL 1-ELECTION OF DIRECTORS
Our Amended and Restated Bylaws (the "bylaws") provide that the number of directors on the Board will be fixed from time to time by the Board. As of the date of this proxy statement, the size of our Board is fixed at 17 directors. For information about anticipated changes in the size of our Board, please see the sections "Retiring Directors" beginning on page 5 and "Board Refreshment and Succession Planning" beginning on page 8.
Retirement PolicyOur bylaws and Corporate Governance Guidelines provide that no director may serve on the Board after the annual meeting following his or her 72nd birthday, other than those directors the Board has determined to be exempt from the mandatory retirement provision. Ms. Agee, who was appointed to the Board in connection with our acquisition of American National Bankshares Inc., turned 72 in 2024. Under the merger agreement with American National Bankshares Inc., following the closing of the merger, we agreed to nominate
Ms. Agee for re-election to our Board at least until our 2027 annual meeting of shareholders, subject to certain exceptions. As a result, the Board has waived the mandatory retirement policy with respect to Ms. Agee and, pursuant to the merger agreement, intends to re-nominate Ms. Agee at least until our 2027 annual meeting of shareholders, subject to certain exceptions.
Retiring DirectorsPatrick E. Corbin reached the mandatory retirement age applicable to directors as established by the Company's bylaws. Accordingly, Mr. Corbin will retire from the Company's Board effective at the 2026 annual meeting of shareholders, and the Board will reduce its size to 16 directors, effective as of the 2026 annual meeting date. Mr. Corbin has served as a director of the Company since 2018. The Company is grateful for Mr. Corbin's leadership and contributions during his tenure on the Board.
Nominees for Election as DirectorsOur 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. All of our nominees are current directors standing for re-election.
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.
Nominee | Age+ | Principal Occupation | Director Since* | Independent Director | Committee Membership (C = Chair) |
Mona Abutaleb Stephenson | 64 | Chief Executive Officer of Medical Technology Solutions | 2025 | Yes | Risk, Trust |
Nancy Howell Agee | 74 | Former President and Chief | 2024 | Yes | Executive, Nominating |
Executive Officer of Carilion | and Corporate | ||||
Clinic | Governance, Risk | ||||
John C. Asbury | 61 | President of the Company; Chief | 2016 | No | Executive |
Executive Officer of the Company | |||||
and Bank | |||||
Rilla S. Delorier | 59 | Former Executive Vice President | 2022 | Yes | Compensation, Risk |
and Chief Strategy and Digital | |||||
Transformation Officer at Umpqua | |||||
Bank | |||||
Frank Russell Ellett | 59 | President of Excel Truck Group | 2019 | Yes | Audit, Compensation |
Paul Engola | 54 | Former Deputy Group President of | 2023 | Yes | Nominating and |
the Dynetics Group of Leidos | Corporate Governance, | ||||
Holdings, Inc. ("Leidos") and | Risk | ||||
Executive Vice President, National | |||||
Security Space, for Leidos | |||||
Donald R. Kimble | 66 | Former Chief Financial Officer, | 2023 | Yes | Audit, Risk |
Vice Chair and Chief | |||||
Administrative Officer of | |||||
KeyCorp and President of | |||||
KeyBank NA | |||||
Patrick J. McCann | 69 | Former Chief Financial Officer of | 2004 | Yes | Nominating and |
University of Virginia Foundation | Corporate Governance, | ||||
Trust | |||||
Mark C. Micklem | 67 | Former Managing Director and | 2025 | Yes | Audit, Trust |
Head of Financial Services | |||||
Investment Banking for Robert W. | |||||
Baird & Co. Incorporated | |||||
Michelle A. O'Hara | 50 | Chief Human Resources Officer of | 2023 | Yes | Compensation (C), Trust |
Humana Inc. | |||||
Linda V. Schreiner | 67 | Former Senior Vice President of | 2012 | Yes | Compensation, |
Markel Corporation | Executive, Nominating | ||||
and | |||||
Corporate Governance | |||||
Daniel J. Schrider | 61 | Former Chief Executive Officer | 2025 | Yes | - |
for Sandy Spring Bancorp, Inc. | |||||
Joel R. Shepherd | 62 | President, Virginia Home | 2024 | Yes | Audit, Trust (C) |
Furnishings, Inc. and 220 Self | |||||
Storage, Inc. | |||||
Ronald L. Tillett | 70 | Managing Director and Head, | 2003 | Yes | Executive (C) |
Mid-Atlantic Public Finance at | |||||
Raymond James & Associates, | |||||
Inc. | |||||
Keith L. Wampler | 68 | Former Partner at PBMares, LLP | 2014 | Yes | Risk (C) |
Nominee | Age+ | Principal Occupation | Director Since* | Independent Director | Committee Membership (C = Chair) |
F. Blair Wimbush | 70 | Former Chief Real Estate and | 2018 | Yes | Compensation, |
Corporate Sustainability Officer | Executive, Nominating | ||||
of Norfolk Southern | and | ||||
Corporation | Corporate Governance | ||||
(C) |
* Excludes director service with companies merged with the Company.
+ All ages are reflected as of the 2026 annual meeting date.
Identifying and Evaluating Director CandidatesOur 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. See "Board Refreshment and Succession" below. 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:
demonstrate integrity, accountability, informed judgment, financial literacy, and vision;
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;
can devote the necessary time to discharge their duties; and
are prepared to represent the interests of all of our shareholders and not just one particular constituency.
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.
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 32 for additional information on the Board's self-evaluation process.
Board Refreshment and Succession PlanningOur Board, with guidance from the Nominating and Corporate Governance Committee, takes a strategic approach to Board refreshment, succession planning, and director tenure. This includes regularly assessing director skills and qualifications, reviewing director tenure, evaluating Board size, and performing annual Board and committee evaluations. The Board and Nominating and Corporate Governance Committee consider succession planning and the Board's size at least annually, considering, among other things, the current and future needs of the Company and its business, the Company's strategy, the competitive and regulatory environment in which the Company operates, corporate governance best practices, peer practices, shareholder feedback, feedback received from Board evaluations, and the advice of third-party advisors.
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. Our Board believes refreshment is critical for aligning Board expertise with our evolving corporate strategy and the changing competitive and regulatory environment, but recognizes new directors need time to become familiar with our business and develop relationships with other directors and management. Consequently, our Board believes that a range of tenures allows longer-serving directors to provide continuity, institutional knowledge of our business, and a deeper understanding of the competitive and regulatory environment, while newer directors bring fresh perspectives, viewpoints and experience. As a result of the Board's ongoing refreshment efforts, the average tenure of directors standing for re-election at the 2026 annual meeting is 6.9 years.
Our Board's membership typically grows for a time following acquisitions with the addition of select directors from the acquired bank who help the Board oversee integration and supplement our Board's knowledge of such bank's markets, customers, businesses and operations. Two directors joined our Board in 2024 and three directors joined in 2025 in connection with the completion of our acquisitions of American National and Sandy Spring, respectively. Accordingly, the size of our Board as of the date of this proxy statement is fixed at 17 directors.
As part of our Board's ongoing review of refreshment and succession planning, our Board believes decreasing the size of the Board in the near-term would align with corporate governance best practices and enhance Board effectiveness. As further discussed under "Proposal 1 - Election of Directors - Retiring Director," Mr. Corbin is retiring from our Board effective as of the 2026 annual meeting and the size of the Board will be reduced to 16 directors at such time. The Board anticipates that three additional directors will not be re-nominated for election to our Board effective as of the 2028 annual meeting of shareholders upon reaching the mandatory retirement age in accordance with our bylaws and Corporate Governance Guidelines. For more information about our retirement policy, please see "Proposal 1 - Election of Directors - Retirement Policy." At this time, our Board does not anticipate filling these vacancies and expects to further reduce our Board size accordingly.
Skills Matrix and Description of Director Nominees' Knowledge, Skills and ExperienceThe 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.
Knowledge, Skills and Experience
Abutaleb Agee Asbury Delorier Ellett Engola Kimble McCann Micklem
O'Hara
Schreiner Schrider Shepherd Tillett Wampler
Wimbush
Executive Leadership ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Finance and Accounting ● ● ● ● ● ● ● ● ● ● ● Banking/Financial Services ● ● ● ● ● ● ● ● ● ● Technology/Cybersecurity ● ● ● ● ●
● ● ● ● ● ● ● ● ● ● ● ●
●
●
Mergers and Acquisitions
Strategic Planning ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Human Capital/Compensation ● ● ● ● ● ● ● ● ● ● Risk Management ● ● ● ● ● ● ● ● ● ● ● ● ● ● Legal and Regulatory ● ● ● ● ● ● ● Retail Distribution/Marketing ● ● ● ● ● ●
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.
Executive Leadership
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.
Human Capital/Compensation
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.
Finance and Accounting
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.
Risk Management
We value directors who have experience in our industry, which provides the Board with valuable insight into our challenges and opportunities.
Banking/Financial Services
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.
Legal and Regulatory
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.
Technology/Cybersecurity
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.
Retail Distribution/Marketing
We value directors with experience in defining and driving strategic direction and growth, which helps the Board critically evaluate our strategic plans.
Strategic Planning
We evaluate strategic opportunities in accordance with our strategic plan and we value directors with experience with mergers and acquisitions.
Mergers and Acquisitions
Set forth below are each nominee's name, age as of the date of the 2026 annual meeting, 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.
Mona Abutaleb Stephenson
Age 64 | Director Since 2025 | Solomons, Maryland | Other Public Company Boards: Pentair plc
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 served as a director of Sandy Spring Bancorp, Inc. ("Sandy Spring") from 2015 until it merged with and into the Company on April 1, 2025. Ms. Abutaleb is also on the board of directors of Pentair plc (NYSE: PNR).
Ms. Abutaleb's extensive leadership experience as an executive of several technology companies allows her to contribute substantially to our Board.
Nancy Howell Agee
Age 74 | Director Since 2024 | Roanoke, Virginia | Other Public Company Board: Precigen, Inc.
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 one other public company board-Precigen, Inc., where she has served since 2024. Ms. Agee previously served on the board of Healthcare Realty Trust Incorporated from 2016 until 2025, as well as the board of RGC Resources, Inc. from 2005 until early 2026. She chairs the statewide economic development entity, Go VA, and serves on the Governor's advisory committee for revenue estimates, GACRE. She also chairs the Virginia Foundation for Independent Colleges and serves as Vice Chair of the Virginia Business Higher Education Council. She is also the former Chair of the American Hospital Association. Ms. Agee received a B.S. in Nursing from the University of Virginia and a Master of Science in Nursing from Emory University.
Ms. Agee's extensive leadership experience as President and Chief Executive Officer of a large healthcare organization and her many years of service in the Roanoke market area allow her to contribute substantially to our Board.
John C. Asbury
Age 61 | Director Since 2016 | Richmond, Virginia
Mr. Asbury has been Chief Executive Officer "(CEO") 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 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.
Rilla S. Delorier
Age 59 | 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, technology, 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 technology strategy, and nominating and governance committees and chairs the compensation committee. Ms. Delorier received her B.S. in Marketing and Management from the University of Virginia and her M.B.A. from Harvard Business School.
Ms. Delorier's experience in the banking industry, particularly with product development, operations, cyber-security practices, strategic partnerships, and analytics, allows her to contribute substantially to our Board.
Frank Russell Ellett
Age 59 | Director Since 2019 | Roanoke, Virginia | Other Public Company Board: RGC Resources, Inc.
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 and the President of Excel Equipment, a Case construction dealer and distributor with facilities in Virginia. 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. In January 2026, he was appointed to serve on the board of directors of RGC Resources, Inc. He also serves as Chair 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, the Virginia Trucking Association and the Taubman Museum of Art. 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.
Paul Engola
Age 54 | 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.
Donald R. Kimble
Age 66 | 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.
Patrick J. McCann
Age 69 | 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 allows him to contribute substantially to our Board.
Mark C. Micklem
Age 67 | Director Since 2025 | Alexandria, Virginia
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 served as a director of Sandy Spring from 2019 until it merged with and into the Company on April 1, 2025.
Mr. Micklem's extensive experience in the investment banking and financial services industries allows him to contribute substantially to our Board.
Michelle A. O'Hara
Age 50 | 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. In this role, Michelle is responsible for leading Humana's enterprise talent and culture strategy and people programs. 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 CHRO Association, the leading 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.
Linda V. Schreiner, Vice Chair of the Board
Age 67 | 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 served as a member of The Richmond Forum board of directors from 2019 to 2025. 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.
Daniel J. Schrider
Age 61 | Director Since 2025 | Mount Airy, Maryland
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 held until Sandy Spring's merger with and into the Company on April 1, 2025. Mr. Schrider also served as a director of Sandy Spring from 2009, and as chair of the Sandy Spring board of directors from 2023, until it merged with and into the Company on April 1, 2025. 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.
Joel R. Shepherd
Age 62 | 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.
Ronald L. Tillett, Chair of the Board
Age 70 | 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.
Keith L. Wampler
Age 68 | 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. 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.
F. Blair Wimbush
Age 70 | 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 board 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.
Our Board recommends you vote "FOR" each of the nominees listed above for election as a director.
PROPOSAL 2-APPROVAL OF AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT IN ARTICLE V RELATED TO THE REMOVAL OF DIRECTORS BY SHAREHOLDERS
Article V of our amended and restated articles of incorporation (the "articles of incorporation") currently includes a supermajority voting requirement, providing that our directors may only be removed for cause by shareholders by the affirmative vote of at least two-thirds of our outstanding shares entitled to vote.
The Board, after careful consideration and upon the recommendation of our Nominating and Corporate Governance Committee, determined that it is in the best interests of the Company and its shareholders to amend the articles of incorporation to remove this supermajority voting requirement.
If approved, the amendment to the articles of incorporation proposed under this Proposal 2 would reduce the vote requirement for shareholders to remove a director for cause to a majority of the outstanding shares entitled to vote.
In making this recommendation, the Nominating and Corporate Governance Committee and the Board considered, among other factors, our overall corporate governance structure and certain of the principal positions for and against the current vote standard and reviewed trends and best practices in corporate governance, as well as the corporate governance practices and policies of a number of other corporations.
The Board believes that the removal of the above-mentioned supermajority voting requirement will reinforce the Board's accountability to our shareholders and provide our shareholders with greater ability to participate in our corporate governance.
The description of the amendment proposed under this Proposal 2 is qualified in its entirety by reference to the full text of the amendment to Article V attached hereto as Appendix A, which shows proposed deletions by strikethrough text and proposed additions by bold underlined text.
If Proposal 2 is approved by our shareholders at the 2026 annual meeting, we expect to deliver, as soon as reasonably practicable, to the Virginia State Corporation Commission articles of amendment or restatement reflecting such approval. Although we intend to file the amendment or restatement with the Virginia State Corporation Commission as soon as reasonably practicable after the amendment is approved by shareholders, the Board reserves the right to delay or abandon the amendment at its discretion.
Our Board recommends you vote "FOR" the approval an amendment to the Company's articles of incorporation to remove the supermajority voting requirements in Article V related to the removal of directors by shareholders.
PROPOSAL 3-APPROVAL OF AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENTS IN ARTICLE VII RELATED TO AMENDMENTS TO THE ARTICLES OF INCORPORATION
Article VII of our articles of incorporation currently provides that our articles of incorporation can be amended by the shareholders by a majority of the votes entitled to be cast; provided, that, the amendment has been approved and recommended by at least two-thirds of our directors in office at the time of such approval and recommendation. If such amendment has not been so approved, then such amendment is subject to a supermajority voting requirement that requires the affirmative vote of 80% or more of all votes entitled to be cast by each voting group entitled to vote on such amendment.
The Board, after careful consideration and upon the recommendation of our Nominating and Corporate Governance Committee, determined that it is in the best interests of the Company and its shareholders (i) to amend the articles of incorporation by removing this supermajority voting requirement in Section VII with respect to amendments to our articles of incorporation, and (ii) adding a new Section VIII that provides that any amendment to the articles of incorporation that requires approval of our shareholders by law must be approved by at least a majority of all the votes entitled to be cast.
If approved, the amendment to the articles of incorporation proposed under this Proposal 3 would reduce the vote requirement for shareholders to amend our articles of incorporation to a majority of the votes entitled to be cast, regardless of whether at least two-thirds of our directors then in office have approved and recommended such amendment. In making this recommendation, the Nominating and Corporate Governance Committee and the Board considered, among other factors, our overall corporate governance structure and certain of the principal positions for and against the current vote standard and reviewed trends and best practices in corporate governance, as well as the corporate governance practices and policies of a number of other corporations.
The Board believes that the removal of the above-mentioned supermajority voting requirement will reinforce the Board's accountability to our shareholders and provide our shareholders with greater ability to participate in our corporate governance.
The description of the amendments proposed under this Proposal 3 is qualified in its entirety by reference to the full text of the amendments to Article VII and the newly added Article VIII, attached hereto as Appendix B, which shows proposed deletions by strikethrough text and proposed additions by bold underlined text.
If Proposal 3 is approved by our shareholders at the annual meeting, we expect to deliver, as soon as reasonably practicable, to the Virginia State Corporation Commission articles of amendment or restatement reflecting such approval. Although we intend to file the amendment or restatement with the Virginia State Corporation Commission as soon as reasonably practicable after the amendment is approved by shareholders, the Board reserves the right to delay or abandon the amendment at its discretion.
Our Board recommends you vote "FOR" the approval of an amendment to the Company's articles of incorporation to remove the supermajority voting provision in Article VII related to approval of certain amendments to the articles of incorporation.
PROPOSAL 4-RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm. The Audit Committee engages in an annual evaluation of the independent registered public accounting firm's qualifications, assessing a wide variety of factors. The Audit Committee also considers whether there should be periodic rotation of the independent registered public accounting firm.
After assessing the performance and independence of Ernst & Young LLP ("EY"), our current independent registered public accounting firm, the Audit Committee believes it is in the best interests of the Company and its shareholders to retain EY. The Audit Committee has appointed EY as the independent registered public accounting firm to audit our financial statements for the year ending December 31, 2026. The Audit Committee seeks shareholder ratification of this appointment. EY has served as our independent registered public accounting firm since 2015. Although ratification of our independent registered public accounting firm is not required by our articles of incorporation, bylaws or otherwise, we are seeking such ratification as a matter of good corporate practice.
A representative from EY is expected to attend the annual meeting, will have the opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions.
If our shareholders do not ratify the appointment of EY at the annual meeting, we currently contemplate that EY's appointment for 2026 will continue unless the Audit Committee finds other compelling reasons for making a change. However, the Audit Committee will take this vote into consideration for the selection of our independent registered public accounting firm for 2027.
Our Board recommends you vote "FOR" the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
PROPOSAL 5-APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION (AN ADVISORY, NON-BINDING
SAY ON PAY RESOLUTION)
Section 14A of the Securities Exchange Act of 1934 (the "Exchange Act") requires a separate and advisory (non-binding) shareholder vote to approve the compensation of our named executive officers disclosed in this proxy statement. This proposal, commonly known as a "Say on Pay" proposal, gives shareholders the opportunity to endorse or not endorse a company's executive pay program. At our 2023 annual meeting of shareholders, our shareholders voted to conduct a Say on Pay vote every year, as recommended by our Board. Accordingly, each year, we provide our shareholders with the opportunity to cast an advisory (non-binding) vote on the compensation of our named executive officers as disclosed in this proxy statement under the heading "Compensation Discussion and Analysis," the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure.
We believe our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. Because your vote is advisory, it will not be binding on our Board. However, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. The next Say on Pay vote is expected to take place at our 2027 annual meeting of shareholders.
Our shareholders are being asked to approve the following resolution:
"RESOLVED, that the shareholders of Atlantic Union Bankshares Corporation approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement."
Our Board recommends you vote "FOR" the approval of the Say on Pay resolution set forth above.
OUR CULTURE
Our culture is defined by our purpose to enrich the lives of the people and the communities we serve. Our core values guide our actions to further this purpose and shape how we come together to meet our various stakeholder needs and expectations. Our core values serve as the foundation for how we behave and operate as an organization and will influence our future success.
Our core values include being:
Caring. Working together toward common goals, acting with kindness, respect and a genuine concern for others
Courageous. Speaking openly, honestly and accepting our challenges and mistakes as opportunities to learn and grow
Committed. Driven to help our clients, teammates and the Company succeed, doing what is right and accountable for our actions
We are committed to cultivating an inclusive and welcoming workplace where teammate and customer perspectives are valued and respected. We also seek to foster a culture of giving back to the communities where our customers live, work, and play. Charitable donations, small business lending, volunteerism, teaching financial literacy and promoting service within our communities are some of the ways we give back.
Corporate Social Responsibility PracticesOur Board actively oversees current and emerging corporate social responsibility matters, including environmental, social, and governance ("ESG") matters that are relevant to our business, operations, or that are otherwise pertinent to us and our shareholders, teammates, customers, communities, and parties with whom we do business. The Nominating and Corporate Governance Committee of our Board is the primary committee responsible for monitoring, evaluating and overseeing the implementation of our corporate responsibility strategy, which is established by our executive leadership, including Chief Executive Officer, Chief Financial Officer, General Counsel, and Chief Human Resources Officer. Our management level Corporate Responsibility Committee manages our corporate responsibility activities and makes recommendations to executive leadership on initiatives that support our corporate responsibility strategy. The Corporate Responsibility Committee also reports to the Nominating and Corporate Governance Committee, or the full Board, as appropriate, on developments in corporate responsibility and ESG, and on goals, strategies, opportunities, and risks with respect to our corporate responsibility activities.
Corporate Social Responsibility Report
In March 2026, we expect to publish our Corporate Social Responsibility Report that will describe our corporate social responsibility initiatives in 2025. A copy of this report will be available on the Investor Relations > ESG section of our website at https://www.atlanticunionbank.com, which report should not be deemed to be a part of, or incorporated by reference into, this proxy statement.
Some of our key accomplishments in 2025 that reflect our commitment to appropriate corporate social responsibility practices are noted below.
Teammate Benefits and Work Environment
We use the term "teammates" to describe our employees because we view the Company as one team, where everyone is valued for their contributions. We view our teammates' experience holistically, and we strive to reward high performance and achievement, provide opportunity for professional growth, create a positive and engaging work environment, and focus on each teammate's wellbeing.
In addition to offering competitive health plans, generous paid time off and robust retirement plans, we:
conduct annual anonymous teammate surveys to evaluate our culture and assess teammate engagement, innovation, trust and commitment, along with additional surveys to get feedback on timely or important workforce issues;
have a teammate advisory group with teammates across different levels and business/functional areas to provide feedback on our culture, programs, benefits, policies, and other issues;
provide teammates with professional development and skills training on a wide range of topics through our learning management system and/or learning experience platform, which includes e-learning, job aids, videos, instructor-led, and on-the-job practice supported by trained mentors;
offer a 401(k) Plan that includes both a Company match and Company contributions to an Employee Stock Ownership Plan that allows eligible teammates to acquire shares of our common stock; and
encourage our teammates' professional development and reimburse eligible tuition expenses up to an annual limit.
Inclusion and Belonging
We are committed to fostering, cultivating, and preserving a culture of inclusion and belonging that welcomes varied backgrounds and experiences. We strive to foster a culture and workplace that, among other things, is inclusive and welcoming, treats everyone with respect and dignity, promotes people on their merits, and encourages different ways of thinking, ideas, perspectives, and values. To support our inclusion and belonging efforts, we:
maintain equal employment opportunity, anti-discrimination and anti-harassment policies that prohibit discrimination based on protected classifications and require that all teammates treat each other with respect;
do not make employment decisions based on protected categories;
maintain an online portal that allows teammates to raise workplace concerns and complaints anonymously and related policies and procedures that seek to ensure appropriate, retaliation-free handling of workplace concerns and complaints; and
have a dedicated teammate council, co-chaired by our Chief Executive Officer and our Chief Human Resources Officer, that is comprised of a cross-functional group of teammates with varied backgrounds and experiences, that helps manage our efforts to create a more inclusive workplace.
Governance
We believe that sound and effective corporate governance is the foundation on which to build our corporate culture and communicate our commitment to our core values. Our strong corporate governance policies and practices support our efforts to continue to enhance the value we create for our teammates, shareholders, customers and communities. By way of example, we have implemented a number of corporate governance actions to reflect strong governance practices, including those listed below and as further detailed in this proxy statement:
Our directors represent a well-rounded variety of skills, knowledge, experience, and perspectives.
We separate the roles of Chief Executive Officer and Chair.
We have a majority vote standard for uncontested director elections, as well as a Director Resignation Policy that requires any incumbent director nominee who fails to receive a majority of the votes cast to submit an offer of resignation to the Chair, and the Board, after reviewing the recommendation of the Nominating and Corporate Governance Committee, will determine whether to accept, reject, or take other action with respect to the resignation.
At least four times per year, our independent directors hold an executive session without management present.
Our Board has a robust annual self-evaluation process, overseen by our Nominating and Corporate Governance Committee, in which our directors evaluate how the Board and its committees are functioning. The Board also evaluates the individual performance of directors periodically with the assistance of a third-party consultant.
Our directors are elected annually to serve a one-year term.
Each share of our common stock has equal voting rights with one vote per share.
We require that our executive officers and directors own a meaningful amount of our common stock pursuant to our Executive Stock Ownership Policy and Non-Employee Director Stock Ownership Policy.
We prohibit our executive officers and directors from hedging and pledging our stock.
Business Conduct
We believe that one of our most valuable assets is our established reputation for integrity, and we are committed to a culture of compliance that promotes the highest ethical standards. Therefore, we:
have established a Code of Business Conduct and Ethics ("Code of Ethics"), which applies to all teammates and directors intended to, among other things, promote honest and ethical conduct, promote compliance with laws, protect our assets, promote fair dealing, deter wrongdoing and ensure accountability for adherence to the code;
require all teammates and directors to annually certify that they have read, understand and will abide by the Code of Ethics;
maintain an online portal through which teammates can anonymously report violations of the Code of Ethics and raise workplace concerns of any kind;
maintain a Conflicts of Interest Policy that requires directors and executive officers to disclose actual or potential conflicts of interest to the Audit Committee for review;
maintain a Whistleblower Policy and an online portal through which teammates can anonymously communicate concerns regarding accounting, auditing, workplace, or other matters;
require all teammates to complete and pass annual compliance training on key policies and procedures including, without limitation, our Code of Ethics, our Policy Statement on Insider Trading, our Whistleblower Policy, our Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") Program Policy and the Bank Bribery Act;
maintain a Supplier Code of Conduct, which sets forth our expectations for honesty, integrity and professionalism in our relationship with suppliers;
have established an ESG Risk Program as a component of enterprise risk management review that is designed to assist us in aligning with evolving regulatory expectations while driving strategic identification of key ESG risk exposures and opportunities across multiple business functions;
have established an Office of the President, which oversees the enterprise complaint management function and monitors and responds to customer complaints, elevating such complaints as appropriate, in order to convert customer feedback into actionable improvements in how we run our business; and
review our products and services to seek to ensure that they continue to address customer needs, are competitive, and are being delivered as disclosed and intended.
Privacy and Cybersecurity
We seek to mitigate cybersecurity risk and associated reputational and compliance risk by, among other things:
leveraging the National Institute of Standards and Technology framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover;
maintaining privacy policies, management oversight, accountability structures, and technology design processes to protect private and personal data;
actively monitoring and mitigating cybersecurity threats and risks with a three lines of defense structure to provide oversight, governance, challenge, and testing;
managing a third-party cybersecurity oversight program;
maintaining oversight of our information security program by senior management, our board-level Risk Committee, and our Board;
having a Chief Information Security Officer, who reports to the Chief Information Officer ("CIO"), to manage preventative and detective controls to protect against cybersecurity risks and responds to cyber incidents and data breaches;
using a comprehensive Cybersecurity Incident Response Plan intended to provide a documented framework to enable us to mitigate the impact of, and recover from, any cyberattacks, and facilitate communication to internal and external stakeholders, as appropriate; and
conducting annual mandatory teammate training on information security, and providing ongoing information security education and awareness for teammates, such as online training classes, mock phishing attacks and information security awareness materials.
We had no material cybersecurity incidents in 2025.
Community Engagement
We are committed to enhancing and improving the communities where our customers live, work and play. Our sponsorship and giving strategies allow us to engage with our teammates and partners to enrich the lives of the people we serve.
To maximize and encourage community service, we provide full-time teammates up to 16 hours of paid time off and part-time teammates up to eight hours of paid time off to participate in volunteer activities.
We encourage teammate charitable giving through our MyGiving program, where we match up to $500 annually of a teammate's eligible donations.
In 2025, we invested approximately $85 million in our community through investments in tax credit and other funds and loans, with a focus on maintaining and building affordable housing units; and corporate sponsorships, with a focus on financial education for all ages, and support of university athletics, area festivals and family events.
CORPORATE GOVERNANCE
Our Corporate Governance Guidelines and certain other corporate governance materials are published on the Investor Relations > Governance > Governance Documents section of our website at https://www.atlanticunionbank.com. Our Corporate Governance Guidelines address, among other topics: director selection, Board composition and performance; the Board's relationship to management; Board meeting procedures; Board committee matters; and leadership development. The Nominating and Corporate Governance Committee regularly reviews developments in corporate governance and may recommend changes to these guidelines to the Board for approval.
Codes of Business Conduct and EthicsWe have a Code of Business Conduct and Ethics that applies to all of our directors, officers, and teammates, which is available on the Investor Relations > Governance > Governance Documents section of our website at https://www.atlanticunionbank.com. Teammates receive annual training on our Code of Business Conduct and Ethics.
In addition, we have adopted a Code of Ethics for Senior Financial Officers and Directors designed to promote ethical conduct which applies to, among other members of our executive and senior management teams and Board, our Chief Executive Officer, Chief Financial Officer and President. Our Code of Ethics for Senior Financial Officers and Directors is available on the Investor Relations > Governance > Governance Documents section of our website at https://www.atlanticunionbank.com.
We intend to provide any required disclosure of an amendment to or waiver from our Code of Business Conduct and Ethics or our Code of Ethics for Senior Financial Officers and Directors that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website at https://www.atlanticunionbank.com promptly following the amendment or waiver. We may elect to disclose any such amendment or waiver in a report on Form 8-K filed with the SEC either in addition to or in lieu of the website disclosure.
Conflicts of Interest PolicyWe have a Conflicts of Interest Policy that applies to our directors and executive officers, which supplements the conflicts of interest provisions in our Code of Business Conduct and Ethics. The Conflicts of Interest Policy sets forth a process for handling potential conflicts of interest that includes disclosure to our General Counsel and review of the potential conflict of interest by the disinterested members of the Audit Committee.
Insider Trading PolicyWe have adopted a Policy Statement on Insider Trading (the "Insider Trading Policy") that is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025. Our Insider Trading Policy governs the purchase, sale and/or other dispositions of our securities and applies to all directors, officers, and employees. It is also our policy to take appropriate steps to comply with applicable federal and state securities laws and regulations, as well as applicable stock exchange listing standards, when we engage in transactions in our securities. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and stock exchange listing standards applicable to the Company.
Board of Directors Meetings and AttendanceOur directors are expected to devote sufficient time, energy and attention to ensure diligent performance of their duties, which includes attending all Board and committee meetings.
There were eight regular meetings of the Board in 2025. Each director attended 75% or more of the aggregate number of meetings of (a) the Board held during the period in which he or she was a director in 2025; and (b) the committees of the Board of which he or she was a member in 2025.
Our Corporate Governance Guidelines state that directors are expected to attend our annual meeting of shareholders. Of the 14 directors who were serving at the time of our 2025 annual meeting of shareholders, all attended the meeting.
Director IndependenceNew York Stock Exchange ("NYSE") listing standards require a majority of our directors and each member of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee to be independent. In addition, our Corporate Governance Guidelines require a majority of our directors to be independent. Our Board has adopted Categorical Standards for Director Independence ("Categorical Standards"), included as an Annex to our Corporate Governance Guidelines, published on the Investor Relations > Governance > Governance Documents section of our website at https://www.atlanticunionbank.com, to assist it in determining each director's independence. Our Board considers directors or director nominees "independent" if they meet the criteria for independence in both the NYSE listing standards and our Categorical Standards.
In early 2026, our Board, in coordination with our Nominating and Corporate Governance Committee evaluated the relevant relationships between each director (and his or her immediate family members and affiliates) and the Company and its subsidiaries, and affirmatively determined that all of our directors are independent, except for
Mr. Asbury, due to his employment by our Company. Specifically, the following directors are independent under NYSE listing standards and our Categorical Standards: Ms. Abutaleb, Ms. Agee, Mr. Corbin, Ms. Delorier,
Mr. Ellett, Mr. Engola, Mr. Kimble, Mr. McCann, Mr. Micklem, Ms. O'Hara, Ms. Schreiner, Mr. Schrider, Mr. Shepherd, Mr. Tillett, Mr. Wampler and Mr. Wimbush.
Board Leadership StructureThe Board considers its structure and leadership annually. To date, we have chosen not to combine the positions of CEO and Chair of the Board. The Chair of the Board is a non-management director and the Chair and Vice Chair are elected annually by the other members of the Board. Ronald L. Tillett currently serves as Chair of our Board, and Linda V. Schreiner currently serves as Vice Chair of our Board. We believe that our leadership structure is appropriate because it contributes to Board independence and fosters balanced oversight of the Board's functions and decision-making processes, while at the same time allowing the CEO to focus on the day-to-day leadership and operations of the Company.
Our CEO is a member of the Board and attends meetings of the Board. The President of the Bank is not a member of the Board but attends meetings of the Board to help provide the Board with insight into the business strategies, performance and operations of the Bank. Our CEO and President of the Bank engage in extensive dialogue and discussion with the Board on a wide range of topics including, without limitation, strategic direction, strategic initiatives, financial performance, line of business performance, line of business initiatives, industry trends and perspectives, regulatory matters, and risk matters. Our CEO, President of the Bank, members of our executive leadership, and other key leaders in the Company make frequent reports to the Board, often at the suggestion of our Chair or other directors, and answer questions posed by directors. Our CEO and President of the Bank engage in detailed discussions with the Board regarding the reasons for recommendations of our executive leadership.
Our Chair and Vice Chair of the Board meet regularly with our CEO to discuss matters of interest to the Board and to discuss potential agenda topics for Board meetings. Our Chair, with input from our Nominating and Corporate Governance Committee, annually reviews the Board's committee structure and makes recommendations to the Board regarding the committee memberships of each director, including the proposed Chair for each committee.
In accordance with our Corporate Governance Guidelines, at least quarterly, the independent directors meet in executive session without management present. Our Chair, Mr. Tillett, presides at these executive sessions.
All of the members of our Board also serve as members of the board of directors of the Bank.
Director Stock Ownership RequirementUnder our Non-Employee Director Stock Ownership Policy, non-employee directors are required to hold shares of our common stock equal in value to at least five times the amount of the annual non-employee director cash retainer. The purpose of the Non-Employee Director Stock Ownership Policy is to help align the interests of the Board with the interests of our shareholders. All of our directors are in compliance with the requirement of the Non-Employee Director Stock Ownership Policy, which provides newly elected or appointed directors a period of five years from the date of appointment or election to comply with the ownership requirement.
Role of the Board in the Oversight of RiskThe Board recognizes that it plays a critical role in the oversight of risk. As a financial institution, the very nature of our business involves oversight of the management of financial, operational, information technology, cybersecurity, credit, market, capital, interest rate, liquidity, reputation, strategic, legal, regulatory, compliance, model and other risks. The Board has established a risk oversight structure that seeks to ensure that applicable risks are identified, monitored, assessed, and mitigated appropriately. Our Board and management team are committed to continuously strengthening our risk management practices. The Board and management evaluate risks over a full spectrum of timeframes, from emerging risks to risks that we actively manage, and both the Risk Committee of the Board and the management-level Risk Committee receive presentations on, and discuss, emerging risks on at least a quarterly basis.
As a financial institution that is entrusted with the safeguarding of sensitive information, our Board believes that a strong enterprise cyber strategy is vital to effective cyber risk management. Accordingly, our Board is actively engaged in the oversight of our cyber risk profile, which includes, but is not limited to, risks from cybersecurity threats, enterprise cyber strategy and key cyber initiatives. Our Board regularly receives reports on such matters from our CIO, Chief Information Security Officer, and other relevant personnel. Our Board also meets with our internal and external auditors, and federal and state regulators to review and discuss reports on risk, examination, and regulatory compliance matters.
The Risk Committee of the Board is responsible for assisting the Board in its oversight of risk and for overseeing our enterprise risk management framework. The Risk Committee actively engages with management to establish risk management principles and to determine our risk appetite. Our Chief Risk Officer implements our enterprise risk management framework and reports directly to our CEO and the Risk Committee. The Risk Committee meets with the Chief Risk Officer and other members of management regularly to discuss major risk exposures and receives reports on and discusses risk levels and risk appetite in categories such as financial, operational, information technology, cybersecurity, credit, market, capital, interest rate, liquidity, reputation, strategic, legal, regulatory, compliance, and model risk, among others. The Risk Committee also approves, or recommends to the Board for approval, various risk management policies, standards, and guidelines, including without limitation policies regarding BSA/AML compliance and other regulatory compliance policies. Like the Board's other committees, the Risk Committee regularly reports to the Board on its activities and makes recommendations to the Board.
In addition to the efforts of the Risk Committee, other committees of the Board consider risk within their areas of responsibility. The description of each Board committee below includes more information on the risk oversight activities of each committee.
The Board establishes the risk oversight structure; receives, reviews and discusses Risk Committee and other Board committee minutes and reports; and meets with management, internal and external auditors, and federal and state regulators to review and discuss reports on risk, examination, and regulatory compliance matters. We also engage with outside risk experts and industry groups, including other peer institutions, as needed, to help us evaluate potential future threats and trends, particularly with respect to emerging information security and fraud risks.

