David Ring
Executive Vice President and Wholesale Banking Group Executive at Atlantic Union Bankshares
Executive
About David Ring
David V. Ring is Executive Vice President of Atlantic Union Bankshares (AUB) and Wholesale Banking Group Executive of the Bank, a role he has held since September 2017; he is 61 years old as of the 2025 proxy’s executive roster . He previously led wholesale/commercial banking businesses at Huntington, First Niagara, and Wachovia/Wells Fargo, bringing multi‑cycle middle‑market and CRE expertise to AUB’s wholesale franchise . Pay-for-performance linkages include a short‑term incentive with a 55% of salary target (60% corporate/40% divisional weighting) and long‑term PSUs tied to relative TSR vs. KBW Regional Bank Index and ROATCE; the 2022 PSU tranche paid at 98% of target (Ring earned 4,597 PSUs, certified Jan 29, 2025) . He participates as a Tier 1 Executive in AUB’s Executive Severance Plan with double‑trigger change‑in‑control protections and equity treatment that accelerates (RSUs) or deems target earned (PSUs) upon a CIC, reinforcing retention during strategic events .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Atlantic Union Bankshares / Atlantic Union Bank | EVP; Wholesale Banking Group Executive | Sep 2017–present | Leads wholesale/commercial banking growth and portfolio across regions |
| Huntington National Bank | EVP and Executive Managing Director | Dec 2014–May 2017 | Led middle market, university, non‑profit and business credit teams |
| First Niagara Financial Group | Managing Director, Head of Enterprise/Wholesale Banking | Apr 2011–Dec 2014 | Built enterprise banking platform and coverage |
| Wachovia/Wells Fargo (and predecessors) | Various roles incl. Wholesale Banking Executive (VA–MA), Greater NY & CT Region Manager | Jan 1996–Apr 2011 | Senior leadership across multi‑state wholesale banking |
External Roles
- No public company board or external directorships were disclosed for Mr. Ring in the 2025 proxy; his biography lists operating roles only .
Fixed Compensation
Base salary levels and changes
| Metric | 2022 | 2023 | 2024 (paid salary) | 2024 year-end base rate | 2025 base rate |
|---|---|---|---|---|---|
| Base salary ($) | 406,495 | 494,350 | 528,443 | 531,852; +4.0% vs 2023 | 550,467; +3.5% vs 2024 |
Other fixed/benefits (select 2024 components)
| Component | 2024 ($) |
|---|---|
| All Other Compensation (total) | 70,049 |
| 401(k)/retirement contributions | 15,420 |
| Dividends on restricted stock | 15,253 |
| Other plan payments (e.g., supplemental LTD premium) | 8,515 |
| BOLI income | 138 |
| Other benefits (company car, wellness allowance, etc.) | 30,723 |
- Perquisites include a company-owned vehicle and an executive wellness allowance (reimbursement up to $15,000 net), plus enhanced LTD; executives are eligible for standard employee benefit programs and ESOP/401(k) .
Performance Compensation
Annual Cash Incentive (MIP)
- Target opportunity: 55% of base salary (2024); weighting 60% corporate goals / 40% divisional/individual for Ring .
- 2024 payout: $358,628; 2023: $140,634; 2022: $243,425 .
- 2024 plan opportunity ranges (based on 2024 grant schedule): Threshold $146,260; Target $292,519; Maximum $585,038 .
| Year | Target as % of Salary | Corporate Weight | Divisional Weight | Threshold ($) | Target ($) | Max ($) | Actual Paid ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 55% | 60% | 40% | 146,260 | 292,519 | 585,038 | 358,628 |
| 2023 | — | — | — | — | — | — | 140,634 |
| 2022 | — | — | — | — | — | — | 243,425 |
Notes: MIP awards are subject to Compensation Committee discretion and recovery under the Incentive Compensation Recovery Policy if AUB must restate financials .
Long-Term Incentive (LTI) – Equity mix, metrics, and 2024 grants
- 2024 awards included time-based restricted stock (TRS) and PSUs measured on Relative TSR vs KBW Regional Banking Index and on ROATCE; all LTI is subject to clawback .
- 2024 LTI equity granted (Feb 22, 2024): TRS 6,081 shares; PSUs target 6,082; additional TRS (above-target 2023 bonus portion) granted Mar 15, 2024: 1,040 shares .
| 2024 LTI Component | Grant date | Units/Shares | Grant-date fair value ($) |
|---|---|---|---|
| Time-based RS | 2/22/2024 | 6,081 | 199,457 |
| PSU – Relative TSR | 2/22/2024 | Target 6,082 | 95,792 |
| PSU – ROATCE | 2/22/2024 | Included in PSU target above | 88,128 |
| Time-based RS (above-target 2023 MIP) | 3/15/2024 | 1,040 | 34,996 |
Performance result example: 2022 PSU (performance period 1/1/2022–12/31/2024) paid at 98% of target (AUB Relative TSR at 49th percentile vs KBW Regional Banking Index); Ring earned 4,597 PSUs, certified and paid Jan 29, 2025 .
Vesting schedules and treatment:
- TRS: 2024 TRS vests one‑third on 2/22/2025, 2/22/2026, 2/22/2027; March 2024 TRS fully vested 3/15/2025; 2023 TRS 50% vested 2/23/2025, remaining 2/23/2026; 2022 TRS vested 2/24/2025 .
- PSUs: prorated vesting on termination in limited cases; target deemed earned and paid upon a change in control if employed through CIC; otherwise paid post-period upon Committee certification .
Equity Ownership & Alignment
Beneficial ownership and pledging
| Holder | Common shares beneficially owned | % of class | Pledged? |
|---|---|---|---|
| David V. Ring | 43,809 | <1% (based on 90,153,099 shares outstanding) | None pledged |
- Stock ownership policy: Other Executive Officers must hold stock equal to 1× base salary (CEO 5×, Bank President 3×, CFO 3×) .
Vested vs unvested/uneamed (as of 12/31/2024)
| Category | Grant/Period | Units | Market/Payout value basis |
|---|---|---|---|
| Unvested TRS | 2/24/2022 | 1,042 | Closing price $37.88 used in table valuations |
| Unvested TRS | 2/23/2023 | 4,282 | See valuation method |
| Unvested TRS | 2/22/2024 | 6,081 | See valuation method |
| Unvested TRS | 3/15/2024 | 1,040 | See valuation method |
| Earned PSUs | 1/1/2022–12/31/2024 | 4,597; paid 1/29/2025 | Earned at 98% of target |
| Unearned PSUs | 1/1/2023–12/31/2025 | 6,424 (target) | Performance not yet achieved |
| Unearned PSUs | 1/1/2024–12/31/2026 | 6,082 (target) | Performance not yet achieved |
- No outstanding stock options; none exercised in 2024 (AUB NEOs) .
Deferred compensation (alignment and liquidity)
| Metric (2024) | Amount ($) |
|---|---|
| Executive contributions | 269,000 |
| Aggregate earnings | 107,684 |
| Year-end balance | 915,736 |
Employment Terms
Executive Severance Plan (Tier 1 Executive – Ring)
- Termination without cause (no CIC): Lump sum equal to one times annualized base salary plus prior year paid/payable bonus (pro‑rated for current year), 12× company health subsidy, 12 months outplacement; release and non‑solicit required .
- Qualifying termination within 3 years after a CIC (double trigger): Lump sum equal to 2× (base salary + highest annual bonus in last two completed years), 24× company health subsidy, 12 months outplacement; release required .
- Equity upon termination/CIC:
- TRS: Automatic vesting on death/disability; on severance‑eligible terminations; full vest on CIC if not assumed or if terminated without cause/for good reason within two years post‑CIC .
- PSUs: Pro‑rata earned units vest at payment date for certain terminations; on CIC, target PSUs deemed earned and vest at consummation if employed through CIC .
- Clawback: Incentive Compensation Recovery Policy for restatements; company may cancel/modify LTI if executive fails to repay amounts subject to recovery .
Potential payments (as of 12/31/2024 valuation assumptions)
| Scenario (David V. Ring) | Cash ($) | BOLI payment ($) | Accelerated RS ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause (no CIC) | 924,066 | — | 645,558 | 239,023 | 1,808,647 |
| CIC with Qualifying Termination | 1,828,132 | — | 645,558 | 473,727 | 2,947,417 |
| Death | — | 100,000 | 645,558 | 239,023 | 984,581 |
| Disability | — | — | 645,558 | 239,023 | 884,581 |
| Change in Control (equity only) | — | — | — | 473,727 | 473,727 |
Additional terms:
- BOLI agreements provide a beneficiary death benefit of $100,000 for Mr. Ring; the company also receives a death benefit .
- Non‑compete: Pro‑rata PSU vesting in certain terminations is conditioned in part on compliance with a non‑competition agreement; severance benefits require a release and non‑solicitation .
Investment Implications
- Alignment: Ring’s LTI mix leans heavily to RSUs/PSUs with performance conditions on relative TSR and ROATCE, and a robust clawback policy—supportive of pay-for-performance and capital discipline in credit-sensitive cycles . His MIP weighting (40% divisional) ties cash pay to Wholesale Banking execution, which is key for loan growth/mix and credit outcomes .
- Upcoming supply/vesting overhang: Large near-term equity events occurred in early 2025 (2022 TRS vest on 2/24/25; 2022 PSU settled 1/29/25; March 2024 TRS vested 3/15/25). Remaining scheduled vests in 2026–2027 (2023/2024 TRS; 2023–2025 and 2024–2026 PSUs) may create episodic insider-selling windows; no options are outstanding, so option-related selling pressure is absent .
- Retention and CIC dynamics: Tier 1 severance with 2× cash multiple and double‑trigger equity on CIC provides meaningful retention through strategic events while limiting single‑trigger accelerations; PSU target vesting on CIC can lift realized pay in a transaction, a standard but shareholder‑sensitive feature in banking M&A .
- Ownership/skin-in-the-game: Beneficial ownership is under 1% with no pledging; policy requires at least 1× salary for other executive officers. Deferred comp deferrals ($269k in 2024; $916k balance) signal personal wealth tied to AUB/market investments, though direct common ownership remains modest .
- Red flags: No option repricings, no pledging, and a standard restatement clawback reduce governance risk; perquisites are modest and primarily vehicle and wellness allowance .