Michelle O’Hara
About Michelle A. O’Hara
Michelle A. O’Hara (age 49) is an independent director of Atlantic Union Bankshares (AUB) since 2023. She is currently Chief Human Resources Officer (CHRO) of Humana Inc. (effective January 1, 2025) and previously served as EVP/CHRO at Science Applications International Corporation (SAIC) from 2019–2024. She holds a B.S. from the College of William & Mary and brings deep human capital, compensation, marketing/communications, and ESG leadership experience to the AUB Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humana Inc. | Chief Human Resources Officer | Jan 2025–Present | Human capital leadership at large public company |
| SAIC | EVP & CHRO | 2019–2024 | Led human capital, marketing, communications, ESG; culture/transformation |
| SAIC | SVP, Human Resources | 2018–2019 | Senior HR leadership |
| SAIC | SVP, Total Rewards | 2016–2018 | Compensation/benefits design |
| BearingPoint; Perot Systems; Booz Allen Hamilton | Senior leadership roles | N/A (prior to 2016) | Professional services/technology HR leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HR Policy Association | Director | Current | Leading CHRO public policy organization |
Board Governance
- Independence: AUB’s Board affirmed O’Hara is independent under NYSE standards and AUB’s Categorical Standards .
- Committees: Compensation Committee member; Trust Committee member; not a chair. Compensation (6 meetings in 2024). Trust (4 meetings in 2024) .
- Attendance: In 2024, AUB had 9 regular and 2 special Board meetings; each director attended ≥75% of Board and committee meetings. Directors are expected to attend annual meetings; all 14 directors serving at the time attended the 2024 annual meeting .
- Governance practices: Independent Chair and quarterly executive sessions of independent directors; robust committee charters; strong conflicts-of-interest, insider trading, and clawback policies .
Fixed Compensation
| Year | Cash Retainer (Annual) | Committee Member Fees (Annual) | Equity Retainer (Annual) | Actual 2024 Compensation (Cash) | Actual 2024 Compensation (Stock Awards) | Total 2024 |
|---|---|---|---|---|---|---|
| 2024 | $50,000 | $8,000 per non-Audit committee; $11,000 Audit; chair fees per committee (not applicable to O’Hara) | $65,000 in unrestricted AUB shares | $66,416 | $70,005 (grant-date fair value) | $136,421 |
| 2025 structure | $60,000 (raised) | $10,000 non-Audit; $15,000 Audit (raised) | $80,000 in unrestricted shares (raised) | N/A | N/A | N/A |
- Director equity is delivered as unrestricted shares; no meeting fees apply to O’Hara (Executive Committee only; she is not a member) .
Performance Compensation
- Non-employee director pay at AUB is not performance-based (unrestricted equity retainer). However, as a Compensation Committee member, O’Hara oversees executive performance metrics underpinning pay-for-performance.
AUB 2024 executive incentive metrics and outcomes:
| Corporate Measure | Weight | Threshold (50%) | Target (100%) | Superior (200%) | Actual 2024 | % 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% |
| Relative ROTCE Modifier | Applied to corporate payout | 0.5x @≤25th | 1.0x @50th | 1.5x @≥75th | 82nd percentile | Corporate payout 121% |
- 2024 Say-on-Pay support: ~93%, indicating broad shareholder endorsement of executive pay framework overseen by the Compensation Committee .
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| HR Policy Association | No | Director | Policy-focused; no AUB business disclosed |
| Public company boards | N/A | N/A | None disclosed for O’Hara in past five years |
Expertise & Qualifications
- Human capital, compensation, talent, and organizational design; ESG, marketing, and communications leadership at large public companies .
- Education: B.S., College of William & Mary .
Equity Ownership
| Holder | Common Shares Owned | % of Class | Pledged? | Notes |
|---|---|---|---|---|
| Michelle A. O’Hara | 2,496 | <1% | None; pledging prohibited for directors/executives | Director stock ownership policy requires ≥5x annual cash retainer; all directors are in compliance (five-year window for new directors) |
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16 filings | Compliant | AUB reports insider compliance in 2024; one late Form 4 related to phantom stock for another director; no issues noted for O’Hara |
Governance Assessment
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Strengths
- Independent director with domain expertise aligned to Compensation and Trust oversight; independence affirmed .
- Robust governance architecture: independent Chair, quarterly executive sessions, clawback policies, hedging/pledging prohibitions, director ownership requirements; all directors compliant .
- Compensation Committee oversight uses clear financial metrics and a relative ROTCE modifier, aligning pay to performance and peer outcomes; strong say-on-pay support (~93%) .
-
Potential Risks/RED FLAGS
- None disclosed specific to O’Hara: no related-party transactions, loans outside ordinary course, or pledging/hedging; general related-party framework and audit approval processes in place .
- Equity retainer increases (2025: cash and equity raised) can invite scrutiny on pay inflation; mitigated by strong ownership guidelines and governance practices .
-
Signals to monitor
- Continued alignment of director ownership with higher 2025 retainer levels; maintenance of independence and attendance standards .
- Ongoing Compensation Committee calibration of performance metrics and change-in-control provisions (double-trigger encouraged under the 2025 Plan) .
Overall, O’Hara’s committee alignment, independence, and human capital expertise support board effectiveness; no conflicts or attendance concerns are disclosed, and AUB’s governance and compensation frameworks provide strong investor confidence safeguards .