Joel Shepherd
About Joel R. Shepherd
Independent director of Atlantic Union Bankshares (AUB) since 2024; age 61; President of Virginia Home Furnishings, Inc. (since 1997) and 220 Self Storage, Inc. (since 1996). Former Chairman of Franklin Community Bank, N.A. and MainStreet BankShares, Inc. (acquired by American National in 2015), and previously Vice President/Portfolio Manager, Funds Management Division, Dominion Bankshares (1986–1993). Serves on AUB’s Audit Committee and chairs the Trust Committee; the Board classifies him as independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dominion Bankshares, Inc. | Vice President and Portfolio Manager, Funds Management Division | 1986–1993 | Banking/investment experience relevant to AUB oversight |
| Franklin Community Bank, N.A. | Chairman (former) | n/d | Community bank leadership; governance experience |
| MainStreet BankShares, Inc. | Chairman (former) | To 2015 (acquired by American National in 2015) | Public-company governance exposure prior to AUB |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia Home Furnishings, Inc. | President | 1997–present | Private company operator; retail and operations experience |
| 220 Self Storage, Inc. | President | 1996–present | Private company operator; real assets and operating expertise |
| American National Bankshares Inc. (public) | Director | 2015–Apr 1, 2024 (merger into AUB) | Brought community banking governance experience to AUB |
Board Governance
- Independence: Board affirmatively determined Shepherd is independent under NYSE and company Categorical Standards .
- Committee assignments (2024): Audit Committee member; Trust Committee Chair .
- Committee workload and focus:
- Audit Committee: 10 meetings in 2024; oversees financial reporting, internal audit, external auditor independence; Shepherd is listed among signatories to the Audit Committee report .
- Trust Committee (Chair): 4 meetings in 2024; oversees bank trust and fiduciary activities for legal/prudent conduct .
- Attendance: In 2024 there were nine regular and two special Board meetings; each director attended at least 75% of applicable Board and committee meetings; directors are expected to attend annual meeting .
- Executive sessions: Independent directors meet at least quarterly without management .
- Ownership alignment rules: Non-employee directors must hold ≥5x the annual cash retainer in AUB stock; all directors are in compliance. Directors and executive officers are prohibited from hedging and pledging AUB stock .
Fixed Compensation
| Year | Cash Retainer/Fees (Shepherd actual) | Notes |
|---|---|---|
| 2024 | $59,500 | Actual cash received inclusive of retainers/committee fees; Mr. Shepherd joined the AUB Board in 2024 . |
| 2024 Program (reference) | $50,000 base cash retainer; committee chair/member fees as follows: Audit Chair $22,500; Comp/Risk Chair $16,000; NCG/Trust Chair $14,000; Audit member $11,000; other committee member $8,000; Executive Committee per-meeting $500–$1,000 (non-CEO) | Structure of non-employee director cash compensation . |
| 2025 Program changes | Base cash retainer to $60,000; committee member fees (non-Audit) to $10,000; Audit member fee to $15,000 (chair fees unchanged) | Effective Jan 1, 2025 . |
Performance Compensation
| Year | Director Stock Awards (Shepherd actual, grant-date FV) | Structure | Vesting/Terms |
|---|---|---|---|
| 2024 | $48,739 | Unrestricted shares of AUB common stock | Issued as unrestricted stock (not performance-based) . |
| 2024 Program (reference) | $65,000 equity retainer | Unrestricted shares | Annual grant; some directors may defer; unrestricted shares outstanding upon grant . |
| 2025 Program changes | $80,000 equity retainer | Unrestricted shares | Plan-level awards remain subject to company clawback/recoupment policy (2025 Stock & Incentive Plan if approved) . |
Note: AUB’s non-employee director equity is not tied to performance metrics; awards are issued as unrestricted stock rather than RSUs/PSUs .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Interlock/Conflict Note |
|---|---|---|---|---|
| American National Bankshares Inc. | Public | Director | 2015–Apr 1, 2024 | No ongoing interlock at AUB post-merger; not listed on other public boards currently . |
| Franklin Community Bank, N.A.; MainStreet BankShares, Inc. | Private/Public (historical) | Chairman (former) | n/d–2015 | No related-party transactions disclosed with AUB . |
Expertise & Qualifications
- Entrepreneur/operator with decades of P&L responsibility (retail and storage); prior bank portfolio management experience; former community bank chairman—skills cited by AUB as entrepreneurial, construction, finance, management, banking and investment experience .
- Audit Committee service signals financial literacy; Trust Committee chair role aligns with fiduciary and regulatory oversight competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged | Notes/Guidelines |
|---|---|---|---|---|
| Joel R. Shepherd | 110,126 | <1% | None | As of Mar 3, 2025; company states none of listed shares are pledged; directors must hold ≥5x cash retainer; all directors in compliance; hedging/pledging prohibited . |
| Directors & Execs (23 persons) | 1,046,550 | 1.16% | n/a | Aggregate ownership as of Mar 3, 2025 . |
Potential Conflicts, Related-Party Exposure, and Insider Trading Compliance
- Related-party transactions: AUB requires Audit Committee approval under its Related Party Transaction Policy; proxy discloses routine banking relationships for directors/families on market terms and specifically notes one employment relationship (director Wampler’s daughter). No Shepherd-specific related-party transactions are disclosed .
- Section 16(a) compliance: Company reports insiders complied with filing requirements in 2024 except one late Form 4 for another director; no delinquent filings attributed to Shepherd .
- Hedging/pledging: Prohibited for directors; supports alignment .
Governance Assessment
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Strengths
- Independence; serves on Audit and chairs Trust—two high-accountability committees for a bank, indicating confidence in his oversight .
- Meaningful personal ownership with no pledging; company-wide director ownership guidelines met; hedging/pledging ban enhances alignment .
- Attendance/engagement standards met by all directors in 2024; quarterly independent executive sessions bolster oversight .
- Audit Committee signatory participation evidences active engagement in financial reporting oversight .
-
Watch items
- Non-employee director pay is partly equity but not performance-conditioned; however, structure is conventional for directors and within market ranges; 2025 increases are modest and aligned with consultant review .
- Given outside operating roles, monitor for any future related-party transactions; current policy/controls and disclosures are robust, and none involving Shepherd are disclosed .
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Overall view
- Shepherd adds practical operating and community banking governance experience, with active committee roles that are material to risk and fiduciary oversight. No independence, attendance, or related-party red flags are disclosed, supporting investor confidence in board effectiveness .