Matthew Linderman
About Matthew Linderman
Matthew L. Linderman is Executive Vice President of the Company and Chief Information Officer of Atlantic Union Bank (“the Bank”), roles he has held since February 2023. He is 50 years old and previously led large-scale infrastructure, cloud, and data center operations at PNC, CarMax, and Capital One, bringing deep enterprise technology execution credentials to AUB’s modernization agenda . As context for performance alignment, AUB reported 2024 net income of $209.13M, ROA of 0.88%, ROTCE of 13.35%, and an efficiency ratio of 62.09%; its compensation program ties incentives to net operating income, operating ROA, operating ROTCE, efficiency, and relative ROTCE/TSR modifiers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PNC Financial Services Group, Inc. | Chief Technology Officer | 2020–Jan 2023 | Led enterprise technology strategy and execution at scale . |
| PNC Financial Services Group, Inc. | SVP, Data Center and Cloud Products | 2019–2020 | Advanced cloud and data center product capabilities . |
| CarMax | VP, IT Infrastructure Engineering & Operations | 2015–2019 | Built and operated resilient infrastructure for omnichannel retail . |
| Capital One | VP, Data Center Operations & Open Systems Hosting; prior roles | 1999–2015 | Ran mission-critical hosting and data center operations . |
External Roles
Not disclosed in the proxy; no public company directorships or external committee roles identified .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 416,591 | 485,667 |
| Bonus ($) | 405,100 | — |
| All Other Compensation ($) | 35,328 | 41,036 |
| Total Compensation ($) | 1,345,906 | 1,147,101 |
2024 All Other Compensation Detail
| Component | Amount ($) |
|---|---|
| Company Contributions to Retirement & 401(k) Plans | 13,800 |
| Dividends on Restricted Stock Awards | 11,203 |
| Other Plan Payments (Supplemental Individual Disability) | 4,760 |
| BOLI Income | — |
| Other Benefits (wellness allowance, etc.) | 11,273 |
| Total | 41,036 |
NEO Base Salary and Target Incentives
| Metric | Value |
|---|---|
| 2024 Year-end Base Salary | $488,800 |
| 2024 MIP Target (as % of Base) | 55% |
| 2024 MIP Weighting (Corporate / Individual) | 70% / 30% |
| 2025 Base Salary | $505,908 |
| 2025 Target Incentives (Short-Term / Long-Term) | 55% / 60% |
Performance Compensation
Short-Term Incentive (MIP) – Design and Results
| Item | Metric | Weight | Threshold | Target | Superior | Actual | Payout Notes |
|---|---|---|---|---|---|---|---|
| Corporate Performance | Net Operating Income | 25% | $228,000k | $285,000k | $399,000k | $264,694k | Below target; 93% of target . |
| Corporate Performance | Operating ROA | 20% | 0.97% | 1.21% | 1.69% | 1.11% | Below target; 92% of target . |
| Corporate Performance | Operating ROTCE | 30% | 14.82% | 18.53% | 25.94% | 16.69% | Below target; 90% of target . |
| Corporate Performance | Operating Efficiency Ratio | 25% | 57.22% | 52.02% | 46.82% | 53.31% | Below target; 98% of target . |
| Corporate Modifier | Relative ROTCE vs comp peer group | — | 0.5x at ≤25th | 1.0x at 50th | 1.5x at ≥75th | 82nd percentile | Corporate payout lifted from 81% calc to 121% final . |
| Individual/Divisional | CIO objectives (7-focus model) | — | — | — | — | 125% payout | Leadership, risk, ops, customer, strategy, etc. . |
| Linderman Payout | Total Incentive | — | — | — | — | $328,522 | 67% of base salary . |
Long-Term Incentive (LTIP) – Structure and Grants
| Item | Detail |
|---|---|
| Award Mix (Non-CEO NEOs) | 50% time-based restricted stock; 50% PSUs . |
| Time-Based RS Vesting | Three-year ratable vesting . |
| PSU Metrics (2024–2026 cycle) | 50% TSR rank; 50% core ROATCE rank, both vs KBW Regional Banking Index . |
| PSU Achievement Levels | Threshold 25th percentile (50% payout); Target 50th (100%); Maximum 100th (200%) . |
| Clawback | Incentive Compensation Recovery Policy applies (restatements) . |
| 2024 Grants – Linderman | Time-based RS: 4,471 shares; PSUs: 4,472 at target . |
| 2024 Grant Fair Values – Linderman | Time-based RS: $156,643; TSR PSUs: $70,434; ROATCE PSUs: $64,799 . |
Key Vesting Milestones
- 2024 TRS: one-third vested Feb 22, 2025; one-third scheduled Feb 22, 2026; one-third scheduled Feb 22, 2027 .
- March 2024 TRS: fully vested on March 15, 2025 .
- March 2023 TRS: 50% vested March 13, 2025; remaining 50% scheduled March 13, 2026 .
- 2022 PSUs paid Jan 29, 2025 at 98% of target, but Linderman did not have 2022 PSUs (joined in 2023) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Common) | 14,017 shares . |
| Percent of Class | <1% (“*” as reported) . |
| Restricted Stock Included | 10,804 shares over which he has no investment power until vesting . |
| Depositary Shares (Series A) | None . |
| Options Outstanding | None; no NEOs hold stock options . |
| Stock Vested in 2024 | 2,237 shares; $75,249 realized . |
| Stock Ownership Guidelines | Other executive officers: 1× base salary . |
| Hedging/Pledging | Prohibited for executive officers and directors; none of reported shares are pledged . |
Issuer Repurchases and Withholding (context)
- Company withheld shares upon vesting of restricted shares to satisfy tax obligations; 5,353 shares withheld in Q3 2025 (company-wide) .
Employment Terms
Executive Severance Plan (Linderman – Tier 1)
| Scenario | Cash | Restricted Stock (Accelerated) | PSUs (Pro rata/target) | Total |
|---|---|---|---|---|
| Without Cause (no Change in Control) | $855,924 | $350,049 | $151,065 | $1,357,038 |
| Change in Control with Qualifying Termination | $1,691,848 | $350,049 | $311,298 | $2,353,195 |
| Death | — | $350,049 | $151,065 | $501,114 |
| Disability | — | $350,049 | $151,065 | $501,114 |
| Change in Control (equity vesting only) | — | — | $311,298 | $311,298 |
Plan Mechanics and Triggers
- Tier 1 CIC benefits: lump sum equal to 2×(base salary + highest annual incentive of last two years); plus 24× health/dental subsidy; 12 months outplacement; subject to release; applies if terminated without cause or for good reason within three years post-CIC (double trigger) .
- Time-based RS: all unvested shares vest on death/disability; upon severance under employment or Executive Severance Plan; retirement with committee consent; and in CIC if not assumed or if assumed and terminated without cause/for good reason within two years (double trigger) .
- PSUs: pro rata vesting based on certified performance upon certain terminations; target deemed earned and paid upon CIC if employed through CIC; may require non-competition undertaking for certain payouts .
- Clawback: restatement-based recovery of incentive compensation; Board discretion per policy .
- Governance safeguards: no single-trigger cash severance; no excise tax gross-ups; hedging/pledging prohibited .
Investment Implications
- Pay-for-performance alignment: Linderman’s short-term payout was 67% of base driven by mixed corporate results uplifted by an 82nd percentile relative ROTCE modifier and strong individual performance (125%), indicating incentives are responsive to both operating metrics and relative capital efficiency versus peers .
- Retention and selling pressure: Multi-year vesting of sizable 2024 RS/PSU grants (4,471/4,472 shares) with scheduled installments through 2027 supports retention; periodic vesting and company tax-withholding practices can create predictable supply around vest dates but are standard .
- Alignment and risk controls: Ownership policy (1× salary), anti-hedging/pledging, clawback, and absence of options reduce misalignment and leverage risk; absence of excise gross-ups and single-trigger cash severance constrains CIC windfalls .
- Change-in-control economics: Tier 1 double-trigger structure with 2× cash multiple plus equity acceleration provides market-standard protection; equity terms ensure performance-contingent vesting or target vesting only upon CIC, balancing retention with shareholder value considerations .
- Execution credentials: Deep infrastructure/cloud leadership background suggests strong capability to drive operational effectiveness and scalability—areas explicitly evaluated in individual performance and MIP design .