Mona Abutaleb Stephenson
About Mona Abutaleb Stephenson
Age 62; nominated to join Atlantic Union Bankshares’ Board in connection with the Sandy Spring Bancorp merger and expected to become an AUB director at the merger effective time (April 1, 2025). Chief Executive Officer of Medical Technology Solutions, LLC since December 2019; former CEO and President/COO of mindSHIFT Technologies (acquired by Ricoh), and senior executive roles at Ricoh USA and Ricoh Global Services. Current public company directorship: Pentair plc (NYSE: PNR); will cease Sandy Spring Bancorp directorship upon merger close. Education not disclosed in AUB’s proxy. The Board has affirmatively determined she is independent under NYSE and AUB categorical standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medical Technology Solutions, LLC | Chief Executive Officer | Dec 2019–present | CEO of healthcare technology solutions provider (technology/cyber, strategic planning). |
| mindSHIFT Technologies, Inc. | Chief Executive Officer | 2013–2018 | Led IT outsourcing/managed services firm; Ricoh acquisition in 2014. |
| mindSHIFT Technologies, Inc. | President & COO | 2006–2013 | Scaled operations and services; tech leadership. |
| Ricoh USA | Senior Vice President | 2015–2017 | U.S. operations leadership. |
| Ricoh Global Services | Executive Vice President | 2017–2018 | Global services executive oversight. |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Pentair plc (NYSE: PNR) | Director | Current | Other public company board; committees not disclosed in AUB proxy. |
| Sandy Spring Bancorp, Inc. | Director | 2015–ceasing at merger close | Will leave Sandy Spring board at AUB/Sandy Spring merger effective time. |
Board Governance
- Independence: The Board determined Mona Abutaleb Stephenson is independent under NYSE listing standards and AUB’s categorical standards.
- Director terming/appointment: She is nominated contingent on merger completion and will be appointed at merger effective time; annual director elections thereafter.
- Committee assignments: None specified at nomination; “—” shown in nominee table; committees to be determined post-close.
- Board structure and leadership: AUB separates Chair and CEO; independent directors meet in executive session at least quarterly.
- Attendance standard: Directors are expected to attend all Board and committee meetings; 2024 Board held nine regular and two special meetings; all then-serving directors met ≥75% attendance. (Not applicable to Stephenson pre-appointment.)
- Stock ownership guideline: Non-employee directors must hold ≥5x annual cash retainer; new directors have five years to comply; hedging/pledging prohibited.
Fixed Compensation
AUB’s non-employee director pay program (reflects 2025 changes):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Increased from $50,000 effective Jan 1, 2025. |
| Annual equity retainer (unrestricted shares) | $80,000 | Increased from $65,000; delivered as unrestricted common stock. |
| Audit Committee member fee | $15,000 | Increased from $11,000. |
| Other Committee member fee | $10,000 | Increased from $8,000. |
| Committee Chair fees | $22,500 (Audit); $16,000 (Comp & Risk); $14,000 (NCG & Trust) | Unchanged in 2025 update. |
| Executive Committee meeting fees | $1,000 ≥1 hour; $500 <1 hour (telephonic) | Applies to Exec Committee service; CEO excluded. |
2024 realized compensation (for context; Stephenson not a 2024 director):
| Name | 2024 Cash Fees ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| (Directors; Stephenson not included) | See proxy table | See proxy table | See proxy table |
| Example: Linda V. Schreiner | 100,000 | 64,999 | 164,999 |
Performance Compensation
- Non-employee directors receive unrestricted share grants; no PSUs or options, and no performance metrics apply to director equity retainer.
- Under the proposed 2025 Stock and Incentive Plan, director awards are subject to clawback policy and governance provisions (no evergreen; no option repricing; double-trigger principle for assumed awards in a change in control).
| Performance Metric | Applies to Director Pay? | Source |
|---|---|---|
| TSR, ROTCE, ROA, Efficiency (MIP) | No (executive program) | |
| Director equity subject to clawback | Yes (policy applies to awards) |
Other Directorships & Interlocks
| External Board | Overlap/Interlock with AUB stakeholders | Potential Conflict Consideration |
|---|---|---|
| Pentair plc | None disclosed with AUB directors, customers, suppliers | No related-party exposure disclosed; standard independence affirmed. |
| Sandy Spring Bancorp | Will cease at merger effective time | Removal of potential interlock post-close; standard independence affirmed. |
Expertise & Qualifications
Skills matrix indicates Stephenson’s experience includes: Executive Leadership; Finance & Accounting; Banking/Financial Services; Technology/Cybersecurity; Strategic Planning; Human Capital/Compensation; Risk Management; Legal & Regulatory; Retail Distribution/Marketing; Mergers & Acquisitions. These align with AUB’s risk oversight and digital strategy needs.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mona Abutaleb Stephenson | 10,877 | <1% | Based on Sandy Spring holdings (10,008 common + 2,078 RSUs vesting at effective time), converted at 0.900 exchange ratio at merger close. |
Policy alignment:
- No pledging: None of the listed shares are pledged; AUB prohibits hedging and pledging for directors.
- Ownership guideline: Must reach ≥5x cash retainer within five years of appointment.
Fixed vs Equity Mix (Program Design Signal)
| Year | Cash Retainer ($) | Equity Retainer ($) | Cash:Equity Mix |
|---|---|---|---|
| 2024 program | 50,000 | 65,000 | 43:57 |
| 2025 program | 60,000 | 80,000 | 43:57 |
- Implication: Balanced mix with meaningful equity, improving alignment; equity is unrestricted shares, enhancing immediate ownership but without performance conditions (trade-off vs at-risk PSUs).
Related Party Transactions and Conflicts
- Policy: Related party transactions require Audit Committee approval; conflicts are overseen under a formal Conflicts of Interest Policy.
- Disclosure: No related-party transactions or specific conflicts disclosed involving Stephenson. (2024 disclosure notes routine banking relationships and a director’s family employment unrelated to Stephenson.)
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval ≈93%, indicating broad support for executive compensation governance; Compensation Committee considered this feedback in program design.
Governance Assessment
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Positives:
- Independence affirmed; strong technology/cyber and financial services expertise matching AUB’s risk and digital oversight needs.
- Director ownership policy (5x cash retainer), prohibition on hedging/pledging, quarterly executive sessions strengthen board discipline and alignment.
- No related-party transactions disclosed involving Stephenson; planned resignation from Sandy Spring board at close removes interlock risk.
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Watch items:
- Committee assignments not yet specified; investors should monitor post-close placements (Audit/Risk/Compensation/Technology oversight) for optimal deployment of her skill set.
- Director equity grants are unrestricted (not performance-based); alignment rests on ownership policy and broader pay governance rather than at-risk equity for directors.
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Overall signal: Appointment adds deep technology, cybersecurity, and executive leadership experience to AUB’s Board during a transformative merger, with independence and ownership safeguards supporting investor confidence.