John Asbury
About John Asbury
John C. Asbury, 59, is President and CEO of Atlantic Union Bankshares (AUB) since January 2017 and a director since 2016; he previously served as President of the Company and CEO of the Bank beginning October 2016. He holds a B.S. in Business from Virginia Tech and an MBA from William & Mary, and prior roles included CEO of First National Bank of Santa Fe, senior executive positions at Regions Bank, and SVP roles at Bank of America . Under his tenure, AUB grew total assets from $19.63B in 2020 to $24.59B in 2024 while maintaining double‑digit operating ROTCE and paying rising dividends per share . AUB’s TSR (value of $100 invested) was $91.10→$120.12 from 2020 to 2024 versus the KBW Regional Banking Index’s $91.29→$130.90, and operating ROTCE ranged 11.18%→16.12% over that period .
Performance summary (GAAP views aligned to incentive constructs):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Assets ($B) | $19.63 | $20.06 | $20.46 | $21.17 | $24.59 |
| Net Income ($M) | $158.23 | $263.92 | $234.51 | $201.82 | $209.13 |
| ROA (%) | 0.83% | 1.32% | 1.18% | 0.98% | 0.88% |
| Operating ROTCE (%) | 11.18% | 16.72% | 17.33% | 14.85% | 13.35% |
| Efficiency Ratio (%) | 60.19% | 61.91% | 57.46% | 61.32% | 62.09% |
| Dividends/Share ($) | $1.00 | $1.09 | $1.16 | $1.22 | $1.30 |
| TSR – AUB ($100 basis) | $91.10 | $106.14 | $103.35 | $111.76 | $120.12 |
| TSR – KBW Regional Bank Index ($100 basis) | $91.29 | $124.74 | $116.10 | $115.64 | $130.90 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First National Bank of Santa Fe | President & CEO | Feb 2015–Aug 2016 | Led turnaround and operations of a regional bank |
| Regions Bank | SEVP, Head of Business Services Group; Business Banking Division Executive | May 2010–Jul 2014; joined Mar 2008 | Built business banking and services across a large franchise |
| Bank of America | Senior Vice President | Various roles (years not specified) | Led businesses in multiple SVP roles at a national bank |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed for Asbury | — | — |
Fixed Compensation
| Year | Base Salary ($) | Change YoY | Target Short-Term Incentive (% of salary) | Actual Non-Equity Incentive ($) | Stock Awards (Grant-Date Fair Value, $) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 859,733 | — | Not listed | 977,766 | 1,381,053 | 3,326,195 |
| 2023 | 894,213 | +4.0% (inferred) | Not listed | 180,000 | 1,644,042 | 3,554,480 |
| 2024 | 975,000 | +10.0% | 100% | 1,205,820 | 1,932,272 | 4,255,285 |
| 2025 (set) | 1,024,650 | +3.5% | 110% | — | LTIP target 200% of salary | — |
Stock award mix and values (2024):
- Time-based restricted stock: $836,979; TSR PSU: $570,466; ROATCE PSU: $524,827 (target basis) .
Perquisites in 2024 (examples): executive wellness allowance (e.g., $27,322 for Asbury), country club dues, vehicle personal use; retirement/ESOP contributions and dividends on restricted stock also reported .
Performance Compensation
Short-term annual incentive (MIP) structure and outcomes (2024):
| Metric | Weight | Threshold | Target | Superior | Actual | % of Target Achieved | Notes |
|---|---|---|---|---|---|---|---|
| Net Operating Income ($M) | 25% | 228 | 285 | 399 | 264.694 | 93% | Adjusted for merger-related and special items |
| Operating ROA (%) | 20% | 0.97 | 1.21 | 1.69 | 1.11 | 92% | — |
| Operating ROTCE (%) | 30% | 14.82 | 18.53 | 25.94 | 16.69 | 90% | Relative ROTCE modifier added in 2024 |
| Operating Efficiency Ratio (%) | 25% | 57.22 | 52.02 | 46.82 | 53.31 | 98% | Adjusted expense/revenue definitions |
Payout mechanics:
- Absolute corporate performance payout calculated at 81%, then multiplied by relative ROTCE modifier (AUB ranked 82nd percentile vs peer group), lifting corporate component to 121% .
- Individual/divisional performance payout for NEOs (including Asbury) at 125% .
- Asbury’s total incentive payout equaled 122% of base salary ($1,205,820) .
Long-term incentives (2024 grants):
- Mix: CEO 60% PSUs / 40% time-based RS; 3-year vesting for RS; PSUs on a 3-year performance period .
- PSU metrics: 50% TSR rank vs KBW Regional Banking Index; 50% Core ROATCE rank vs same; payout 50–200% of target with straight-line interpolation; below 25th percentile earns 0% for the metric .
- 2022 PSU cycle earned at 98% of target (49th percentile TSR), paid Jan 29, 2025; Asbury earned 19,444 units .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 264,089 common shares (<1%) |
| Restricted stock included in ownership | 51,527 shares (no investment power until vest) |
| Unvested RS at 12/31/2024 | 4,409 (2022 TRS), 11,477 (2023 TRS), 24,146 (2024 TRS), 1,337 (Mar 2024 TRS) |
| Unvested PSUs at target | 25,824 (2023–2025), 36,220 (2024–2026) |
| Earned PSU pending/paid | 19,444 (2022–2024) earned and paid 1/29/2025 |
| Stock options | None outstanding; company does not currently grant options |
| Ownership guideline | CEO must hold ≥5× base salary; all NEOs compliant or within 5-year window |
| Hedging/pledging | Prohibited for directors and executive officers |
| Dividends on unearned performance awards | Not paid until performance is met (clawback and governance aligned) |
Vesting schedules:
- 2024 TRS: 1/3 vesting on Feb 22, 2025/2026/2027 .
- March 2024 TRS: fully vested Mar 15, 2025 .
- 2023 TRS: remaining 1/2 vests Feb 23, 2026 .
- PSUs: 2023 cycle ends Dec 31, 2025; 2024 cycle ends Dec 31, 2026; settlement within 60 days post‑period certification .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | A&R agreements (Jan 14, 2022); auto-renews annually unless notice by Sept 30 |
| Base pay review | Annually by Board; MIP and LTIP participation at Committee discretion |
| Severance (no CIC): termination without cause or good reason | 2× base salary paid over 24 months plus lump-sum welfare benefit (24× company health subsidy), subject to release |
| Failure to renew | 1× base salary over 12 months plus welfare benefit (12× subsidy), subject to release |
| Death (no CIC) | 6 months’ base salary to beneficiary |
| Change in Control (CIC) – management continuity | Two-year protection; if terminated without cause or for good reason within 2 years: lump-sum of (a) accrued obligations + prorated bonus, (b) 2× (current base + highest bonus of prior 2 years), (c) welfare benefit; with tax cutback provisions; subject to release |
| Equity acceleration | Double-trigger principle when awards are assumed: acceleration only upon qualifying termination within 2 years post‑CIC; otherwise, awards may be cashed out, adjusted, or assumed; Committee retains flexibility |
| Clawback | Incentive Compensation Recovery Policy applies to all awards; restatement-based recovery per SEC/NYSE rules |
Illustrative potential payments (as of 12/31/2024):
- CIC with qualifying termination: Cash $5.62M; RS acceleration $2.30M; PSU $2.35M; Total ~$10.28M .
- Without cause (no CIC): Cash $3.21M; RS $2.30M; PSU $1.11M; Total ~$6.63M .
Board Governance
- Director since 2016; currently non-independent due to executive status; committee: Executive Committee member .
- Board leadership: CEO separate from non-management Chair; Chair (Ronald Tillett) presides over quarterly executive sessions of independent directors, enhancing oversight independence .
- Board/committee activity: 9 regular and 2 special meetings in 2024; all directors met ≥75% attendance; annual self-evaluation process overseen by Nominating & Corporate Governance .
- Director compensation: Asbury receives no additional cash/equity for board service beyond executive pay .
Compensation Structure Analysis
- Pay-for-performance: MIP links to net operating income, operating ROA/ROTCE, and operating efficiency, with a new relative ROTCE modifier to align rewards to peer outperformance; corporate payout adjusted to 121% in 2024 based on 82nd percentile ROTCE rank .
- Equity mix shift to PSUs: CEO LTIP ≥50% PSUs (Asbury at 60%), with 3-year TSR and Core ROATCE relative performance—higher at-risk, peer‑relative alignment .
- Governance features: No option repricing; no discounted options; dividends not paid on unearned performance awards; double-trigger CIC acceleration encouraged; independent Compensation Committee with Meridian as consultant .
- Ownership/clawback: 5× salary stock ownership for CEO; clawback policy applies; hedging/pledging prohibited .
Compensation Peer Group & Say-on-Pay
- Peer group (2024): 21 regional banks including Ameris, SouthState, Old National, UMB, United Bankshares, Trustmark, Hancock Whitney, WesBanco, WSFS, etc. .
- Target positioning: Each compensation element generally targeted to median; superior performance yields above-median pay; substandard performance below median .
- Say-on-Pay: 93% approval at 2024 annual meeting; Committee considered vote in maintaining program design .
Equity Supply and Insider Selling Pressure
- No pledged shares; hedging/pledging prohibited—reduces alignment risk .
- Scheduled vesting creates periodic deliverable supply: TRS tranches in Feb 2025–27; PSUs settle 60 days post period end (early 2026 and early 2027 cycles), subject to performance and certification .
- Options not used—limits forced exercises; outstanding equity is primarily RS/PSUs .
Employment & Contracts – Restrictive Covenants
- Executive severance requires release; PSU vesting upon certain terminations may require compliance with non‑competition provisions per award agreements; non‑solicit obligations under severance plan are required to receive severance .
Performance & Track Record
- Strategic execution: Completed acquisition of American National (Apr 1, 2024); pending merger with Sandy Spring (all approvals received; expected close Apr 1, 2025), supporting scale in Mid-Atlantic markets .
- Financial outcomes: Sustained profitability and ROTCE; growing dividend; efficiency ratio elevated in 2024 amid integration and rate/credit dynamics .
Equity Ownership & Alignment (Detailed Table)
| Category | Shares / Units |
|---|---|
| Beneficial common shares | 264,089 (<1%) |
| Restricted stock included | 51,527 |
| Unvested RS (counts) | 4,409 (2022) ; 11,477 (2023) ; 24,146 (2024) ; 1,337 (Mar 2024) |
| Unvested PSUs (target) | 25,824 (2023–25) ; 36,220 (2024–26) |
| Earned PSU paid (2022 cycle) | 19,444 (paid 1/29/2025) |
Director Compensation (For Directors; Asbury exception noted)
- Non-employee director cash/equity structure (Asbury excluded as CEO): Cash retainer $50,000 in 2024, rising to $60,000 in 2025; equity retainer $65,000 rising to $80,000; committee/chair fees detailed; Executive Committee per‑meeting fees for non-management directors .
- Asbury receives no director compensation .
- Director ownership guidelines: ≥5× cash retainer; all directors compliant or within 5‑year window .
Governance and Risk Indicators
- Clawback policy aligned with SEC/NYSE rules; banking regulatory overlay on awards .
- No tax gross-ups; no single-trigger cash severance; annual compensation risk assessment; no dividends on unearned performance awards .
- Section 16 compliance: One director reported an administrative late Form 4 for phantom stock due to deferral; otherwise compliant .
Investment Implications
- Strong alignment: High proportion of at-risk pay (PSUs with relative TSR and Core ROATCE), ownership guideline (5× salary), and clawback/anti-hedging policies indicate high alignment with shareholders .
- Retention risk manageable: Double-trigger CIC treatment and sizable severance economics create retention through change; scheduled RS/PSU vesting supports long-term alignment but implies periodic supply; no options reduces forced selling .
- Performance signals: Relative ROTCE modifier lifted 2024 MIP payouts to reflect peer-beating returns, while absolute metrics were modestly below targets—suggests balanced use of relative measures to sustain pay-for-performance credibility .
- M&A execution: American National integration and Sandy Spring combination (if closed) expand scale; equity plan refresh (2.5M shares) implies future grant capacity—monitor dilution (~3.88% potential on new plan) and grant discipline over next ~5 years .
Notes: All data from AUB’s 2025 DEF 14A unless otherwise cited above.