Mark Micklem
About Mark C. Micklem
Age 66, Alexandria, Virginia. Independent director nominee to AUB’s Board contingent on the closing of the Sandy Spring Bancorp merger; upon appointment he will cease serving on Sandy Spring’s board. Retired Managing Director and Head of Financial Services Investment Banking at Robert W. Baird; previously led the Financial Services Investment Banking Group at Legg Mason during a 21‑year tenure. Brings deep capital markets and M&A advisory experience to bank boards, with 200+ financings and advisory assignments for financial services companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert W. Baird & Co. | Managing Director; Head of Financial Services Investment Banking | 12 years; retired 2018 | Led capital financings and M&A advisory for banks; advised boards on financing/M&A; led teams and revenue goals |
| Legg Mason | Head, Financial Services Investment Banking (10 of 21 years total at firm) | 21 years total; 10 as Head | Originated 200+ financing and M&A advisory assignments for financial services companies |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Sandy Spring Bancorp, Inc. | Director | Since 2019; will cease at AUB merger effective time | Will join AUB Board at merger effective time and cease to be a Sandy Spring director |
Board Governance
- Independence: The Board determined in early 2025 that all directors and nominees are independent except the CEO; this includes Mr. Micklem.
- AUB Board service: Nominated for election at the 2025 annual meeting contingent on merger closing; if merger closes before the meeting, he will be appointed at the effective time.
- Committee assignments: None designated yet as of the proxy statement (shown as “—”).
- Attendance: Not applicable (not on AUB’s Board in 2024). For context, each AUB director in 2024 attended ≥75% of Board and committee meetings.
Fixed Compensation (Non‑Employee Director Program applicable upon appointment)
| Element | Amount/Structure |
|---|---|
| Annual cash retainer | $60,000 (effective Jan 1, 2025; increased from $50,000 in 2024) |
| Annual equity retainer | $80,000 in unrestricted AUB common shares (effective Jan 1, 2025; up from $65,000 in 2024) |
| Committee member fee – Audit | $15,000 (2025; up from $11,000) |
| Committee member fee – other committees (non‑Audit/Executive) | $10,000 (2025; up from $8,000) |
| Committee chair fees | Audit Chair: $22,500; Compensation Chair: $16,000; Risk Chair: $16,000; Nominating & Corporate Governance Chair: $14,000; Trust Chair: $14,000 |
| Executive Committee meeting fees | $1,000 per meeting ≥1 hour; $500 for shorter telephonic meetings (excludes CEO) |
Notes:
- Director equity retainer is issued as unrestricted common shares (no performance conditions).
Performance Compensation
| Component | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director equity retainer | Unrestricted AUB common shares | None (not performance‑based for non‑employee directors) | Fully vested when granted under program; issued as unrestricted shares under director program |
Additional plan context:
- The 2025 Stock and Incentive Plan authorizes various award types, including unrestricted stock awards to non‑employee directors.
- The company does not currently grant stock options as part of equity programs.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Transaction Notes |
|---|---|---|---|
| Sandy Spring Bancorp, Inc. | Director (2019–2025E) | Not disclosed in AUB proxy | Will cease at AUB merger effective time; thereafter will serve on AUB Board, reducing potential interlock concerns post‑close. |
Expertise & Qualifications
- Financial services investment banking leader with extensive M&A and capital raising track record; originated 200+ financings and advisory assignments for banks/financial services firms.
- Regular board advisor on capital financing and M&A matters; senior leadership with accountability for team and revenue objectives.
- Industry domain knowledge in banking/financial services and strategic planning relevant to AUB’s growth and integration agenda.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Pledged? | Notes |
|---|---|---|---|---|
| Mark C. Micklem | 19,156 | <1% | No | Based on SSB holdings as of Mar 12, 2025 (19,207 SSB shares + 2,078 RSUs vesting at merger) converting at 0.900 into AUB shares; none pledged; no rights to acquire within 60 days. |
| Shares Outstanding (AUB) | 90,153,099 | — | — | Shares outstanding used for % of class calculation as of Mar 3, 2025. |
Ownership alignment policies:
- Non‑Employee Director Stock Ownership Policy: Directors must hold AUB stock equal to at least 5× the annual director cash retainer; five years from appointment to comply.
- Hedging/Pledging: Hedging AUB stock is prohibited; pledging by directors is prohibited.
- Insider Trading Policy applies to directors.
Governance Assessment
-
Strengths
- Independence affirmed by the Board; extensive financial services M&A and capital markets expertise directly relevant to bank strategy, capital allocation, and integration oversight.
- Meaningful immediate ownership via conversion of SSB equity; strong alignment reinforced by 5× retainer ownership guidelines and prohibition of hedging/pledging.
- Director pay mix favors equity (unrestricted shares), supporting shareholder alignment; program amounts benchmarked with an independent consultant (Meridian).
-
Watch items / potential conflicts
- Transition from seller (Sandy Spring) board to AUB board at merger close; while he will cease serving on Sandy Spring’s board at the effective time, the Board and Audit Committee conflicts framework should continue to monitor any integration‑related conflicts.
- Committee assignments and attendance at AUB not yet established (no 2024 record as he was not on the Board), so committee‑level effectiveness will need to be evaluated post‑appointment.
-
Red flags observed
- None disclosed specific to Mr. Micklem: no related‑party transactions, no share pledging, independent status affirmed, and robust conflicts/insider trading policies in place.