Maria Tedesco
About Maria Tedesco
Maria P. Tedesco (age 64) is EVP of Atlantic Union Bankshares Corporation and President and Chief Operating Officer of Atlantic Union Bank. She has served as Bank President since September 2018 and COO since January 2022, following senior roles at BMO Harris (COO for Retail, 2016–2018), Santander Bank (SEVP & Managing Director, Consumer Banking, 2013–2015), and Citizens Financial Group (1994–2013) . Company performance context during 2020–2024: net income ranged from $158.2M to $263.9M, ROA 0.83%–1.32%, operating ROTCE 11.18%–17.33%, and efficiency ratio 57.46%–62.09% . 2024 highlights included closing the American National Bankshares acquisition and announcing the Sandy Spring Bancorp merger, with equity forward sale financing to support the transaction .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BMO Harris Bank | Chief Operating Officer for Retail | 2016–2018 | Led retail operations, driving scale and customer delivery improvements |
| Santander Bank, N.A. | SEVP & Managing Director of Consumer Banking | 2013–2015 | Ran consumer banking, focusing on product and growth initiatives |
| Citizens Financial Group, Inc. | Various roles | 1994–2013 | Senior leadership roles across consumer and marketing functions |
External Roles
No public company board roles or external directorships are disclosed for Ms. Tedesco .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Base |
|---|---|---|
| 2024 | 651,714 | 75% |
| 2025 (approved) | 700,000 | 80% |
| Year | Non-Equity Incentive (MIP) ($) | % of Base |
|---|---|---|
| 2024 | 599,182 | 91% |
| Grant Date | Award Type | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 02-22-2024 | Time-based RSU | 11,499 | 402,169 | 3-year ratable: 2025/2026/2027 |
| 02-22-2024 | PSU (TSR relative to KBW) | 11,500 | 181,125 | 3-year (2024–2026), payout 50–200% |
| 02-22-2024 | PSU (Core ROATCE relative to KBW) | — | 166,635 | 3-year (2024–2026), payout 50–200% |
| 03-15-2024 | Time-based RSU (above-target 2023 MIP) | 743 | 25,002 | Fully vested 03-15-2025 |
Perquisites and other: 2024 All Other Compensation totaled $105,633, including company retirement/401(k) contributions $15,420, dividends on restricted stock $27,762, supplemental LTD $11,330, BOLI income $175, and other benefits (company car personal use, wellness allowance, club dues) $50,946 .
Performance Compensation
| Metric | Weighting | Threshold | Target | Superior | Actual Result | % of Target Achieved |
|---|---|---|---|---|---|---|
| Net Operating Income ($000s) | 25% | 228,000 | 285,000 | 399,000 | 264,694 | 93% |
| Operating ROA (%) | 20% | 0.97% | 1.21% | 1.69% | 1.11% | 92% |
| Operating ROTCE (%) | 30% | 14.82% | 18.53% | 25.94% | 16.69% | 90% |
| Operating Efficiency Ratio (%) | 25% | 57.22% | 52.02% | 46.82% | 53.31% | 98% |
- Corporate measures calculated to an 81% payout, then adjusted 1.5x via a new relative ROTCE modifier (82nd percentile vs proxy peer group) to 121% corporate payout; individual/divisional component paid at 125% for all NEOs .
- Ms. Tedesco’s MIP weighting: 80% corporate, 20% individual; target 75% of base salary .
PSU design (2024–2026):
- Metrics: TSR rank vs KBW Regional Banking Index (50%), Core ROATCE rank vs KBW (50%); payout 50% (25th percentile) to 200% (100th percentile); straight-line interpolation; 3-year performance period; clawback applies .
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Common shares beneficially owned | 85,842 |
| Of which unvested restricted stock | 25,044 |
| Implied vested shares (owned minus unvested RS) | 60,798 (85,842−25,044) |
| Depositary shares (Series A preferred, 1/400th each) | 800 |
| Ownership % of common outstanding | ~0.095% (85,842 / 90,153,099) |
| Stock ownership guideline | Bank President: 3× base salary |
| Guideline compliance | All NEOs in compliance or within initial 5-year period (as of April 2024) |
| Hedging/Pledging | Prohibited for executives and directors |
| Pledged shares | None; “None of the shares listed below are pledged as security.” |
Vesting schedules:
- 2024 RSU grant: 1/3 vest on 02-22-2025, 02-22-2026, 02-22-2027 .
- 2023 TRS: 1/2 vested 02-23-2025; 1/2 vests 02-23-2026 .
- 03-15-2024 RSU: vested 03-15-2025 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Initial term ended 12-31-2022; auto-renews annually unless notice (by 09-30 prior to renewal) |
| Severance (no CIC): termination without Cause or for Good Reason | Base salary continuation for 2 years (installments) + lump-sum Welfare Benefit (24× monthly employer health/dental/vision contribution); release required |
| Failure to renew agreement | Base salary for 1 year + Welfare Benefit (12 months); release required |
| Change-in-control (management continuity agreement) | Double-trigger protection; if terminated without Cause or resigns for Good Reason within 2 years post-CIC: lump-sum of accrued comps + prorated annual bonus + 2× (current base + highest annual bonus of last 2 years) + Welfare Benefit; excise tax cutback applies; release required |
| Equity treatment (time-based RS) | Full vest if death/disability or qualifying severance; under CIC, double-trigger if assumed; single-trigger if not assumed/equitably substituted |
| Equity treatment (PSUs) | Pro rata vest/pay at end of performance period if qualifying severance/death/disability/retirement; on CIC before period end, target PSUs deemed earned and paid at consummation if employed through CIC |
| Clawback | Incentive Compensation Recovery Policy; awards subject to recoupment upon certain restatements and as required by law/exchange rules |
Illustrative potential payments (as of 12-31-2024):
- Without Cause (no CIC): Cash $1,927,416; RS $1,242,834; PSUs $438,852; Total $3,609,102 .
- CIC with qualifying termination: Cash $3,125,780; RS $1,242,834; PSUs $876,089; Total $5,244,703 .
Investment Implications
- Pay-for-performance alignment: MIP metrics (NOI, ROA, ROTCE, efficiency) and relative modifier anchored payouts to peer-relative returns; PSUs tie directly to TSR and ROATCE vs KBW, reinforcing market-relative discipline .
- Retention risk and potential selling pressure: Meaningful unvested RSUs (25,044 shares) with scheduled vests through 2027, plus multi-year PSU cycles, support retention but create periodic liquidity events; hedging/pledging bans mitigate misalignment risk .
- Change-in-control economics: Double-trigger cash severance at 2× salary+bonus and accelerated equity (PSUs at target upon CIC) indicate moderate CIC protection; amounts disclosed provide clarity for transaction modeling .
- Governance and clawback: Robust clawback and prohibited hedging/pledging reduce agency risks; executive stock ownership guidelines (3× salary) and compliance further align incentives .
- Execution track record: Active M&A integration (American National closed; Sandy Spring announced) under leadership; 2024 performance modestly below internal targets but above peers via ROTCE modifier, suggesting relative strength amid industry conditions .