Douglas Woolley Jr.
About Douglas F. Woolley, Jr.
Douglas F. Woolley, Jr., 67, serves as Executive Vice President of Atlantic Union Bankshares (AUB) and Chief Credit Officer of Atlantic Union Bank, roles he has held since 2016 after prior service as EVP–Senior Credit Officer (2010–2016) and Chief Credit Officer (2004–2010) . His 35+ year credit career spans M-CAM (Managing Director–Credit) and senior real estate credit, special assets, and portfolio leadership roles at First Union National Bank, positioning him as the firm’s senior guardian of credit risk through cycles . Company incentive outcomes reinforce pay-for-performance: 2024 annual bonus payouts reflected a weighted average achievement of 93% on corporate measures with a relative ROTCE modifier, yielding 121% of target for NEOs, while 2022 PSUs paid at 98% of target on relative TSR—evidence of performance linkage in AUB’s program design that applies to executive officers broadly .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlantic Union Bank (AUB) | EVP, Chief Credit Officer | 2016–present | Leads enterprise credit risk, underwriting standards, portfolio oversight across cycles . |
| Atlantic Union Bank (AUB) | EVP – Senior Credit Officer | 2010–2016 | Senior authority on credit policy and portfolio quality . |
| Atlantic Union Bank (AUB) | Chief Credit Officer | 2004–2010 | Set credit appetite and governance following legacy integrations . |
| M-CAM | Managing Director – Credit | 2000–2004 | Directed credit analytics and structuring . |
| First Union National Bank | SVP – Sr. Real Estate Portfolio Manager (VA regions) | 1995–2000 | Managed multi-region CRE portfolio risk and returns . |
| First Union National Bank | Special Assets Manager (Hampton Roads) | 1993–1995 | Workout leadership in stressed/special assets . |
| First Union National Bank | Head of Commercial Real Estate – Charlotte | 1987–1993 | Originations and portfolio leadership in CRE . |
Fixed Compensation
- AUB discloses detailed cash compensation only for Named Executive Officers (NEOs); Mr. Woolley is disclosed as an executive officer but is not listed among NEOs in the 2024 Summary Compensation Table, so his base salary and bonus figures are not itemized in the proxy .
Performance Compensation
AUB’s executive incentive architecture (applies to executive officers, including the Chief Credit Officer):
- Annual MIP structure and targets (2024 illustration): Target bonus opportunities and weighting between corporate and individual/divisional measures are set by role; corporate measures include net operating income, operating ROA, operating ROTCE, and efficiency ratio. 2024 payouts reflected 93% weighted corporate goal achievement and a relative ROTCE modifier, resulting in 121% of target payouts for NEOs .
- Long-term incentives (LTIP): Mix of time-based restricted stock and performance share units (PSUs); PSUs based on relative TSR, with three-year performance periods and three-year ratable vesting for time-based awards. Options are not currently granted .
2022 corporate MIP performance calibration and outcome (illustrative of design linkage):
| Corporate Performance Measure | Weight | Actual Result | Achievement % | Payout % |
|---|---|---|---|---|
| Net Operating Income | 25% | $227,929k | 99% | 93% |
| Operating ROA | 20% | 1.14% | 98% | 84% |
| Operating ROTCE | 30% | 16.84% | 114% | 150% |
| Operating Efficiency Ratio | 25% | 55.21% | 100% | 99% |
| Total | 100% | — | — | 110% |
LTIP program structure:
| Award Type | Portion of LTIP | Schedule |
|---|---|---|
| Time-Based Restricted Stock | 40% | Three-year ratable vesting |
| Performance Share Units (Relative TSR vs. KBW Regional Banking Index) | 60% | Three-year performance; 0–200% payout; 2022 PSUs paid at 98% of target based on 49th percentile TSR; paid Jan 29, 2025 |
Clawbacks and recovery: All 2024 LTIP awards (TRS/PSUs) subject to AUB’s Incentive Compensation Recovery Policy; excess incentive-based pay must be recovered upon an accounting restatement, with board discretion only as permitted by rule .
Equity Ownership & Alignment
- Stock ownership guidelines: “Other Executive Officers” must hold stock equal to 1× base salary; five-year compliance period from appointment; before meeting guideline, executives must retain 50% of pre-tax value of new shares acquired via equity plans; unearned PSUs and unexercised options do not count .
- Hedging/pledging: AUB prohibits executive officers and directors from hedging and pledging company stock .
- Option usage: “We do not currently grant stock options,” focusing LTI on time-based restricted stock and PSUs, which typically vest over three years .
- Beneficial ownership: The 2025 proxy provides individual ownership for directors and NEOs; Mr. Woolley is not itemized, and AUB notes none of the listed persons’ shares are pledged. The table is calculated on 90,153,099 shares outstanding as of March 3, 2025 . (No separate Woolley line disclosed.)
Employment Terms
- Executive Severance Plan (covers certain executive officers beyond CEO/CFO/COO):
- Termination without cause (no change in control): lump sum equal to (i) annualized base salary at termination plus (ii) prior-year annual incentive pro-rated for the current year; plus 12× company-paid monthly health/dental subsidy .
- Termination without cause or for good reason within three years following a change in control: double-trigger cash severance benefits provided under the plan (plan-level description; specific multiple not itemized in the proxy excerpt) .
- Equity treatment on termination/CIC:
- PSUs: Pro rata vesting for qualifying terminations (death/disability, severance-eligible terminations, certain retirements) based on full-period performance, paid at the end of the performance period; upon a change in control while employed through the event, target PSUs are deemed earned and paid at consummation .
- Time-based restricted stock: Accelerated vesting amounts are included in the potential payments tables for NEOs (design applies enterprise-wide per award agreements) .
- Clawback policy: Restatement-linked recoupment of incentive pay, plus right to cancel or modify other LTI awards for non-compliance .
- Tax gross-ups: AUB does not provide excise tax gross-ups under employment agreements or severance plans .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executive officers (alignment positive) .
- Option repricing: Not indicated; company does not currently grant stock options (low repricing risk) .
- Clawbacks: Robust policy tied to financial restatements (governance positive) .
- Related-party transactions: None noted for executive officers in the cited sections; committee independence affirmed (governance positive) .
Compensation Committee & Governance Context
- Compensation Committee composition (2024): Schreiner (Chair), Delorier, Ellett, O’Hara, Rohman, Wimbush; all independent; annual risk assessment and strong pay practices (ownership policy, clawbacks, emphasis on long-term PSUs) .
- Independent advisors: Meridian (current) provides peer benchmarking, design, and regulatory updates; engagement deemed independent; earlier work by Pearl Meyer also deemed independent .
- Pay philosophy: Target market median with pay-for-performance, using short- and long-term incentives aligned with shareholder value creation .
- Say-on-Pay: 2022 support ~99%, indicating broad shareholder alignment with program design .
Investment Implications
- Alignment: As a long-tenured CCO with enterprise risk accountability, Woolley operates under a program emphasizing PSUs (relative TSR) and multi-year vesting, with prohibitions on hedging/pledging and a 1× salary ownership guideline—factors that generally align risk oversight with shareholder value creation .
- Retention risk: Participation in the Executive Severance Plan (lump-sum salary plus pro-rated prior-year bonus and benefits; double-trigger CIC protection) and three-year equity vesting design provide retention ballast without shareholder-unfriendly features like tax gross-ups .
- Trading signals: No Form 4 data was identified in the proxy; monitor insider filings for any concentrated selling around vest events. 2022 PSUs paid at 98% of target (relative TSR 49th percentile), and 2024 MIP paid at 121% of target—indicative of balanced performance outcomes rather than outsized windfalls .
Notes:
- Mr. Woolley’s individual compensation and share ownership are not itemized in AUB’s proxy (he is not listed among NEOs in the Summary Compensation Table or the beneficial ownership roster excerpts), so specific dollar amounts and share counts are not disclosed in the cited sections .