Frank Ellett
About Frank Ellett
Frank Russell Ellett (age 58) has served as an independent director of Atlantic Union Bankshares Corporation (AUB) since 2019. He is President of Excel Truck Group, leading a multi-state commercial truck dealership since 2003, with earlier roles at Norfolk Southern and as a U.S. Navy Supply Corps officer; he holds a B.A. in English and an MBA from the University of Virginia (Darden) . His board tenure and operating experience provide executive leadership, strategic planning, compensation oversight, risk management, retail/marketing, and M&A skills to AUB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Excel Truck Group | President | 2003–present | Runs multi-state dealership; executive leadership and strategic planning |
| Excel Truck Group | Various leadership roles | 1997–2003 | Built operational expertise |
| Norfolk Southern Corporation | Various roles | 1993–1997 | Legal/regulatory and operations exposure |
| United States Navy | Supply Corps Officer | 1989–1991 | Logistics and procurement discipline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Western Community College Foundation | Vice Chairman | Not specified | Community/education governance |
| Virginia Foundation for Independent Colleges | Board Member | Not specified | Higher-ed advocacy |
| North Carolina Auto Dealers Association | Board Member | Not specified | Industry network |
| Virginia Trucking Association | Board Member | Not specified | Sector insights |
| Business Council of the Roanoke/Blacksburg Region | Past Chairman | Not specified | Regional economic leadership |
| South Carolina Trucking Association | Past Board Member | Not specified | Industry network |
| North Cross School | Past Board Member; Former Board Chairman | Not specified | Education governance |
Board Governance
- Independence: Determined independent by the Board under NYSE standards and AUB’s Categorical Standards .
- Committees: Audit Committee member; Compensation Committee member (not Chair) .
- Committee meeting cadence (2024): Audit Committee met 10 times; Compensation Committee met 6 times .
- Attendance: In 2024, each director attended ≥75% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Stock ownership policy: Directors must hold ≥5× annual cash retainer; all directors are in compliance; independent directors meet quarterly in executive session; CEO and Chair roles separated .
Fixed Compensation
| Component | 2024 Amount/Structure | 2025 Changes |
|---|---|---|
| Annual cash retainer (Board members) | $50,000 | Increased to $60,000 effective Jan 1, 2025 |
| Chair/Vice Chair fees | Chair $80,000; Vice Chair $20,000 | Unchanged |
| Committee Chair fees | Audit $22,500; Compensation $16,000; Risk $16,000; Nominating & Governance $14,000; Trust $14,000 | Unchanged |
| Committee member fees | Audit $11,000; other committees $8,000 | Audit $15,000; other committees $10,000 |
| Executive Committee meeting fee | $1,000 (≥1 hour) or $500 (<1 hour telephonic) | Unchanged |
| Equity retainer | $65,000 in unrestricted common shares | Increased to $80,000 in unrestricted common shares |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Frank R. Ellett | 21,667 | 114,985 | 136,652 | Elected to receive stock in lieu of annual cash Board member retainer in 2024 |
Signals:
- Equity-heavy mix: Election to take stock instead of cash retainer increases alignment with shareholders .
- Market benchmarking and independent consultant (Meridian) used to set director comp; 2025 increases reflect competitive review .
Performance Compensation
| Item | Details |
|---|---|
| Award type | Unrestricted common stock for non-employee directors; estimated ~$80,000 per year under the director program |
| Performance conditions | None for unrestricted stock; stock awards are fully vested and freely transferable at grant (subject to securities law) |
| Vesting schedule | Unrestricted stock vests at grant; restricted stock concepts apply to executives rather than director awards |
| Clawback | All awards under equity plans are subject to AUB’s Incentive Compensation Recovery Policy and applicable law/regulation |
| Change-in-control | Plan encourages double-trigger acceleration where awards are assumed; for non-employee directors, service termination within two years of change-in-control can trigger acceleration unless otherwise provided |
No director PSUs/options are disclosed; equity compensation for non-employee directors is unrestricted shares without performance metrics .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Ellett |
| Compensation Committee interlocks | None; 2024 Compensation Committee (including Ellett) had no insider participation or interlocks; no member was an officer/employee; no relationships requiring disclosure |
Expertise & Qualifications
- Skills matrix: Executive Leadership; Strategic Planning; Human Capital/Compensation; Risk Management; Retail Distribution/Marketing; M&A .
- Education: B.A., University of Virginia; MBA, Darden School of Business (UVA) .
- Operating experience: President of a multi-state transportation equipment business; prior logistics/operations roles .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 59,363 common shares (unpledged) |
| Shares pledged as collateral | None; “None of the shares listed below are pledged as security” |
| Ownership % of outstanding | ~0.066% (59,363 ÷ 90,153,099) using March 3, 2025 outstanding shares |
| Stock ownership guideline | Directors must hold ≥5× annual cash retainer; all directors are in compliance |
| Hedging/pledging policy | Directors and executives prohibited from hedging and pledging AUB stock |
| Reference price (for value context) | $35.13 closing price on Mar 3, 2025 |
Alignment signals:
- Material personal stake with >59k shares, unpledged; policy prohibits hedging/pledging and requires significant ownership .
Governance Assessment
Positive indicators:
- Independent director with relevant operating and risk oversight skills; serves on Audit and Compensation Committees (core governance roles) .
- Attendance and engagement: Board-wide disclosure indicates ≥75% attendance; robust committee workload (Audit 10; Compensation 6 meetings in 2024) .
- Ownership alignment: Elected stock in lieu of cash retainer; holds 59,363 shares; subject to stringent ownership and anti-hedging/pledging policies .
- No compensation interlocks or insider participation on Compensation Committee; independent consultant guides pay practices .
Conflicts/related-party exposure:
- AUB has a formal Related Party Transaction Policy; loans/commitments to directors or related entities, when they occur, must be on substantially the same terms as to unaffiliated persons and without unfavorable features; review by Audit Committee . No specific related-party transactions or conflicts are disclosed for Mr. Ellett .
Risk indicators:
- Delinquent Section 16(a): Only one late filing disclosed for another director (Corbin) due to administrative error; no issues disclosed for Ellett .
- Say-on-Pay and shareholder feedback: 2024 say-on-pay support ~93%; reinforces compensation governance credibility (context for Comp Committee oversight) .
RED FLAGS: None disclosed specific to Mr. Ellett (no related-party transactions, no hedging/pledging, no delinquent filings, no attendance shortfalls) .