Keith Wampler
About Keith L. Wampler
Keith L. Wampler (age 67) is an independent director of Atlantic Union Bankshares (AUB), serving since 2014. He is a retired Partner at PBMares, LLP, where he was Managing Partner (2001–2012) and Chairman of the firm’s board (2013–2022). He holds a B.S. from Bridgewater College and is recognized by AUB as an audit committee financial expert with banking/financial management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBMares, LLP | Partner; Managing Partner; Board Chair | Partner since 1990; Managing Partner 2001–2012; Chair 2013–2022 | Led firm governance and operations; extensive financial, tax, consulting experience |
| PBMares predecessor firm | Managing Partner | 2001–2012 | Leadership of predecessor firm operations |
| StellarOne Bank | Director (former) | Not disclosed | Banking board experience prior to AUB service |
External Roles
| Organization | Role | Status / Tenure | Notes |
|---|---|---|---|
| Hilldrup (private company) | Advisory Board Member | Current | Advisory involvement |
| Community Foundation of the Rappahannock River Region | Founding Board Member | Current | Community philanthropy governance |
| Fredericksburg Regional Food Bank | Board Member | Current | Non-profit oversight |
| Mary Washington Healthcare | Board Committee Member | Current | Health system board committee participation |
| StellarOne Bank | Director (former) | Former | Pre-merger bank directorship |
Board Governance
- Committee assignments: Audit Committee Member; Chair of the Risk Committee .
- Audit Committee credentials: Qualifies as an SEC “audit committee financial expert” and has FDIC-defined banking/financial management expertise .
- Independence: Board affirmed independence under NYSE standards and AUB categorical standards .
- Attendance: In 2024, each director (including Wampler) attended ≥75% of Board and committee meetings of which they were a member; all 14 directors attended the 2024 annual meeting .
- Lead independent/board leadership: Chair is Ronald L. Tillett; Vice Chair is Linda V. Schreiner; independent directors meet in executive session at least quarterly .
Fixed Compensation
| Component | FY 2024 | FY 2025 (Program terms) |
|---|---|---|
| Annual cash retainer (Board) | $50,000 | $60,000 |
| Equity retainer (unrestricted shares) | $65,000 | $80,000 |
| Audit Committee member fee | $11,000 | $15,000 |
| Other committee member fee | $8,000 | $10,000 |
| Risk Committee Chair fee | $16,000 | $16,000 (unchanged) |
| Executive Committee meeting fees | $1,000 (≥1 hr) / $500 (<1 hr) | $1,000 (≥1 hr) / $500 (<1 hr) |
| Wampler — FY 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash | $84,000 |
| Stock awards (grant-date fair value) | $64,999 |
| Total | $148,999 |
Performance Compensation
- Director equity is granted as unrestricted shares; no performance metrics or vesting conditions are tied to director compensation .
- Clawback: All awards under AUB’s stock plans (including director awards under the 2025 Plan) are subject to the Incentive Compensation Recovery Policy and applicable law/listing standards .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Wampler .
- Compensation Committee interlocks: AUB disclosed no interlocks/insider participation; Wampler is not a member of the Compensation Committee .
Expertise & Qualifications
- Financial/accounting expertise and audit committee financial expert designation; banking/financial management expertise per FDIC definitions .
- Risk oversight: Chairs the Board Risk Committee overseeing enterprise risk management (financial, operational, IT/cyber, credit, market, capital, liquidity, compliance, model) .
- M&A exposure through advisory/consulting work on numerous company sales and mergers .
- Strategic planning and governance experience through firm leadership and non-profit/industry boards .
Equity Ownership
| Item | Quantity | Notes |
|---|---|---|
| Common shares beneficially owned | 41,038 | <1% of outstanding (90,153,099 shares); none pledged |
| Phantom stock units (deferred comp plan) | 23,839 | Virginia Bankers Association nonqualified deferred comp plan |
| Ownership guidelines | 5× annual cash retainer for non-employee directors | All directors are in compliance or within the 5-year compliance window |
| Hedging/pledging | Prohibited for directors and executives | Policy prohibits hedging and pledging company stock |
Governance Assessment
-
Strengths:
- Independent director with deep audit/risk credentials; designated audit committee financial expert .
- Chairs Risk Committee, directly overseeing enterprise risk and cyber risk; strong alignment with bank governance needs .
- Attendance and engagement met Board expectations (≥75% meetings; annual meeting attendance) .
- Ownership alignment via stock ownership policy; prohibition on hedging/pledging enhances investor alignment .
-
Potential conflicts / red flags:
- Related-party exposure: Wampler’s daughter is employed by the Bank in a non-executive role, receiving ~$145,346 total compensation in 2024; AUB notes loans/transactions with insiders occur in the ordinary course on market terms and discloses related-party monitoring via policy and Audit Committee review .
- Director pay lacks performance-conditioned equity; equity is unrestricted stock (typical for bank boards but provides limited direct pay-for-performance linkage for directors) .
-
Program safeguards:
- Clawback policy applicable to awards; double-trigger change-in-control principles encouraged in the 2025 Plan for assumed awards (director service termination within two years post-CIC for acceleration) .