Clare Miller
About Clare Miller
Clare Miller is Executive Vice President and Chief Human Resources Officer (CHRO) at Atlantic Union Bankshares Corporation (AUB), serving since May 2022; she previously led enterprise talent at Huntington National Bank (2017–2021) and was Chief People Officer at Navigator Management Partners (2007–2017). Age 45; biography in the proxy does not disclose education details . To contextualize compensation alignment, AUB’s recent performance shows total assets grew from $19.6B (2020) to $24.6B (2024), with net income at $209.1M in 2024; ROA and ROTCE trended to 0.88% and 13.35% in 2024, and the efficiency ratio was 62.09% . AUB’s 2022 PSU cycle paid at 98% of target based on relative TSR at the 49th percentile versus KBW Regional Banking Index constituents, reflecting performance-tied equity outcomes .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Assets ($) | $19.63B | $20.06B | $20.46B | $21.17B | $24.59B |
| Net Income ($) | $158.23M | $263.92M | $234.51M | $201.82M | $209.13M |
| ROA (%) | 0.83% | 1.32% | 1.18% | 0.98% | 0.88% |
| ROTCE (%) | 11.18% | 16.72% | 17.33% | 14.85% | 13.35% |
| Efficiency Ratio (%) | 60.19% | 61.91% | 57.46% | 61.32% | 62.09% |
| Cash Dividends per Common Share ($) | $1.00 | $1.09 | $1.16 | $1.22 | $1.30 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AUB | EVP & Chief Human Resources Officer | May 2022–Present | Not disclosed |
| Huntington National Bank | Chief Talent Officer / Head of Enterprise Talent | Nov 2017–May 2021 | Not disclosed |
| Navigator Management Partners | Chief People Officer | Jun 2007–Nov 2017 | Not disclosed |
| Hospitality & Professional Services | Various HR roles | Prior to 2007 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in AUB proxy |
Fixed Compensation
- Clare Miller’s individual base salary, target bonus, and award values are not disclosed because she is not a Named Executive Officer (NEO) in the proxy; AUB’s executive pay program emphasizes market-median targeting, pay-for-performance, multi-year equity, and governance controls (clawback, risk review) .
Stock Ownership Guidelines (applies to executive officers):
| Position | Required Ownership (Multiple of Base Salary) |
|---|---|
| CEO | 5× base salary |
| Bank President | 3× base salary |
| CFO | 3× base salary |
| Other Executive Officers (includes CHRO) | 1× base salary |
Additional policy terms:
- Executives must retain 50% of pre-tax value of new shares until compliant; stock options and unearned PSUs don’t count; compliance reviewed annually .
- Hedging and pledging of AUB stock are prohibited for executives/directors .
- No excise tax gross-ups under employment or severance plans .
Performance Compensation
Management Incentive Plan (MIP) – Corporate Measures and Targets (2024):
| Measure | Weight | Threshold (50% payout) | Target (100% payout) | Superior (200% payout) |
|---|---|---|---|---|
| Net Operating Income | 25% | $228,000 | $285,000 | $399,000 |
| Operating ROA | 20% | 0.97% | 1.21% | 1.69% |
| Operating ROTCE | 30% | 14.82% | 18.53% | 25.94% |
| Operating Efficiency Ratio | 25% | 57.22% | 52.02% | 46.82% |
2024 Actuals vs Targets and Payout Calculation (Corporate Component):
| Measure | Target | Actual | % of Target Achieved |
|---|---|---|---|
| Net Operating Income | $285,000 | $264,694 | 93% |
| Operating ROA | 1.21% | 1.11% | 92% |
| Operating ROTCE | 18.53% | 16.69% | 90% |
| Operating Efficiency Ratio | 52.02% | 53.31% | 98% |
| Corporate Payout Modifier | Result |
|---|---|
| Relative ROTCE percentile vs proxy peers | 82nd percentile; corporate payout adjusted to 121% |
Long-Term Incentive Program (Design reference for executives):
| Performance Measure | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| TSR rank vs KBW Regional Banking Index | 50% | 25th percentile | 50th percentile | 100th percentile |
| Core ROATCE rank vs KBW Regional Banking Index | 50% | 25th percentile | 50th percentile | 100th percentile |
| Payout Range (% of target) | — | 50% | 100% | 200% |
Vesting schedules and award terms (standard executive award agreements):
- Time-based restricted stock vests ratably over 3 years; accelerates upon death/disability, qualifying severance (employment agreement or Executive Severance Plan), certain retirement scenarios; double-trigger acceleration applies on change-in-control if assumed and later terminated without cause/for good reason within 2 years, or single-trigger if not assumed/equitably converted .
- PSUs vest based on 3-year performance; upon severance or retirement conditions, a pro rata portion vests and pays at the end of the period based on certified results, subject in certain cases to non-competition compliance; on change-in-control before period end, target PSUs vest and are paid at closing if employed through the change-in-control .
- Clawback: incentive compensation recovery policy for material restatements; unearned performance awards do not receive dividends; clawback applies to LTIP awards .
Equity Ownership & Alignment
- Executive Stock Ownership Policy for “other executive officers” (including CHRO): minimum 1× base salary; 5-year compliance window, with 50% retention of pre-tax shares until compliant; annual review by Compensation Committee .
- Hedging and pledging of AUB stock prohibited for executives/directors, supporting alignment and reducing hedging/pledging risk flags .
- Shares pledged as collateral: proxy reports none pledged for persons shown; CHRO’s individual holdings and pledge status are not disclosed separately .
Employment Terms
- Executive Severance Plan (covers certain executive officers, including NEOs other than CEO/CFO/COO):
- Without change-in-control: lump sum equal to annual base salary plus prior-year annual bonus pro-rated for current year; 12× Company-paid monthly health/dental subsidy; 12 months outplacement; accrued obligations; release and non-solicitation required; no duplicative benefits if covered elsewhere .
- Following change-in-control (Tiered benefits; Tier 1 example): 2× the sum of annual base salary plus highest annual incentive bonus from prior two years; 24× health/dental subsidy; 12 months outplacement; accrued obligations; release and non-solicitation required; tier placement for CHRO not disclosed .
- Change-in-control equity treatment (plan-level principles): Committee may cash-out, adjust, or substitute awards; encourages double-trigger acceleration if awards are assumed/equitably converted; otherwise may accelerate; applies across award types in equity plans .
- Non-compete/non-solicit: PSU agreements may require non-competition compliance for certain termination treatments; Executive Severance Plan requires non-solicitation agreement execution for benefits .
Investment Implications
- Alignment strong: mandatory stock ownership (1× salary for CHRO), clawback, anti-hedging/pledging, and three-year equity vesting support pay-for-performance and long-term alignment; no excise tax gross-ups and no single-trigger cash severance reduce shareholder-unfriendly features .
- Retention risk moderated: executive severance protections and double-trigger equity acceleration reduce incentive to depart during strategic transactions; however, tier specifics for CHRO are undisclosed, so exact change-in-control cash severance magnitude is not known .
- Performance linkage: corporate incentive metrics (Operating ROA, ROTCE, NOI, Efficiency) and PSU design tied to TSR/ROATCE vs KBW constituents indicate explicit linkage of pay outcomes to financial and market performance; 2024 corporate payout adjusted to 121% via relative ROTCE, evidencing governance use of peer-relative modifiers .
- Share pool and merger dynamics: the 2025 Stock and Incentive Plan adds up to 2.5M shares to support competitive equity awards; pending/closed M&A increases share usage and may accelerate plan utilization, which is relevant to future equity-based compensation capacity and dilution management .
Note: Clare Miller’s individual base salary, target/actual bonus, grant sizes, and personal share ownership are not disclosed in the proxy; analysis reflects company-wide policies, award terms, and incentive frameworks applicable to executive officers, with cited plan documents and governance disclosures.