Blair Wimbush
About F. Blair Wimbush
Age 69; independent director since 2018. Former Chief Real Estate and Corporate Sustainability Officer at Norfolk Southern (2007–2015), prior VP—Real Estate (2004–2007) and senior legal roles (1980–2004). Education: BA, University of Rochester; JD, University of Virginia; executive programs at Duke Fuqua and Harvard Business School (AMP). Currently on the board of Armada Hoffler Properties, Inc. (audit and nominating committees) and Lifenet Health; trustee emeritus and former Chairman of UVA Law School Foundation; former Commissioner and Vice Chairman of the Virginia Port Authority .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation | Chief Real Estate & Corporate Sustainability Officer | Nov 2007–May 2015 | Led sustainability strategy, regulatory and risk mitigation, policy development |
| Norfolk Southern Corporation | Vice President—Real Estate | 2004–2007 | Real estate development oversight |
| Norfolk Southern Corporation | Senior General Counsel; General Counsel—Operations; other legal positions | 1980–2004 | Legal leadership in real estate, antitrust, environmental & safety |
| Virginia Port Authority | Commissioner; Vice Chairman | Not disclosed | Port governance and oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armada Hoffler Properties, Inc. (public) | Director | Joined 2024 | Audit; Nominating & Corporate Governance committees |
| Lifenet Health, Inc. | Director | Not disclosed | Board service |
| UVA Law School Foundation | Trustee emeritus; former Chairman | Not disclosed | Alumni/academic governance |
Board Governance
- Independence: Affirmed independent under NYSE standards and AUB’s Categorical Standards ; listed as “Independent Director” in nominee table .
- Committee assignments: Compensation Committee member; Executive Committee member; Nominating & Corporate Governance (NCG) Committee Chair .
- Committee activity: NCG met 6 times in 2024; all members independent; oversees board succession, annual self-evaluation, and ESG oversight . Executive Committee met 2 times; all members except CEO are independent .
- Attendance: Board held 9 regular and 2 special meetings in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Chair—Ronald L. Tillett; Vice Chair—Linda V. Schreiner; independent directors meet in executive session at least quarterly .
- Conflicts oversight: Directors subject to Conflicts of Interest Policy; potential conflicts disclosed to General Counsel and reviewed by disinterested Audit Committee members .
- Hedging/pledging: Prohibited for directors; directors must meet stock ownership requirements (see Equity Ownership) .
Fixed Compensation
| Component | 2024 Amount | 2025 Change (effective Jan 1) |
|---|---|---|
| Annual cash retainer (Board members) | $50,000 | $60,000 |
| Chair of Board additional fee | $80,000 | $80,000 (unchanged) |
| Vice Chair additional fee | $20,000 | $20,000 (unchanged) |
| Audit Committee Chair fee | $22,500 | $22,500 (unchanged) |
| Compensation Chair fee | $16,000 | $16,000 (unchanged) |
| Risk Chair fee | $16,000 | $16,000 (unchanged) |
| NCG Chair fee | $14,000 | $14,000 (unchanged) |
| Trust Chair fee | $14,000 | $14,000 (unchanged) |
| Audit Committee member fee | $11,000 | $15,000 |
| Other committee member fee (non-Audit/Exec) | $8,000 | $10,000 |
| Executive Committee per meeting | $1,000 (≥1 hr) / $500 (<1 hr telephonic) | $1,000 / $500 (unchanged) |
| F. Blair Wimbush – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $83,500 |
| Stock awards (grant-date fair value) | $64,999 |
| Total | $148,499 |
| Notes | Elected to defer 2024 stock award; also deferred cash retainer into Virginia Bankers Association nonqualified deferred compensation plan; no above-market or preferential earnings |
Performance Compensation
| Element | Design | 2024 Value | 2025 Value |
|---|---|---|---|
| Director equity retainer | Unrestricted shares of common stock (no performance conditions) | $65,000 | $80,000 |
The proxy specifies unrestricted stock grants for non‑employee directors; no options, PSUs, or performance metrics are tied to director compensation .
Other Directorships & Interlocks
| Company | Public? | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| Armada Hoffler Properties, Inc. | Yes | Audit; Nominating & Corporate Governance | No related‑party transactions or disclosable relationships were reported for Comp Committee members in 2024, including Wimbush . |
| Lifenet Health, Inc. | No disclosure | Not disclosed | Not disclosed in proxy . |
- Compensation Committee interlocks: None; no AUB executive served on another company’s board/comp committee with cross‑service back to AUB in 2024 .
Expertise & Qualifications
- Highly regulated industry experience; sustainability strategy; regulatory and risk mitigation; policy development; legal background in real estate, antitrust, environmental and safety .
- Education: BA—University of Rochester; JD—University of Virginia; management programs at Duke Fuqua and Harvard Business School (AMP) .
- Board qualifications reflected in chairing NCG and membership on Compensation and Executive Committees .
Equity Ownership
| Holder | Common Shares | % of Outstanding | Depositary Shares | Pledged? | Notes |
|---|---|---|---|---|---|
| F. Blair Wimbush | 15,869 | 0.0176% (15,869 / 90,153,099) | — | None pledged | No options or rights exercisable within 60 days; beneficial ownership per Rule 13d‑3 |
- Shares outstanding: 90,153,099 common; 6,900,000 depositary shares (as of March 3, 2025) .
- Director stock ownership policy: Minimum holdings equal to 5x annual cash retainer; 5-year compliance window for new directors; all directors in compliance .
- Hedging and pledging of company stock prohibited for directors .
Governance Assessment
- Board effectiveness: Wimbush chairs the NCG Committee overseeing board succession, annual self‑evaluations, and ESG oversight—core governance levers for investor confidence. Committee independence is clear; NCG met six times in 2024, supporting active oversight .
- Independence and engagement: Affirmatively independent; serves on Compensation and Executive Committees; aggregate attendance standards met; independent directors hold quarterly executive sessions; leadership separated (independent Chair) .
- Compensation alignment: Mix of cash and unrestricted stock; director equity retainer increased for 2025 alongside cash and committee fees, consistent with market benchmarking via independent consultant; Wimbush’s deferral elections indicate long‑term alignment without preferential earnings .
- Ownership and risk controls: Compliant with robust 5x retainer ownership policy; no pledging; hedging prohibited; Conflicts Policy with Audit Committee oversight framework .
- RED FLAGS: None identified in proxy disclosures—no related‑party transactions requiring disclosure for Compensation Committee members, no pledging, attendance thresholds met .
- Shareholder signals: 2024 say‑on‑pay support ~93% for NEOs signals constructive investor sentiment toward compensation governance overall .