Nancy Agee

About Nancy Howell Agee

Age 72; independent director since 2024; based in Roanoke, Virginia. Former President & CEO of Carilion Clinic (2011–July 2024) with deep healthcare leadership and regional market knowledge; education includes B.S. in Nursing (University of Virginia) and M.S. in Nursing (Emory University). Other current public boards: RGC Resources, Inc. (since 2005) and Healthcare Realty Trust Incorporated (since 2016); prior director of American National Bankshares Inc. (2019–April 1, 2024, at merger into AUB). Civic leadership includes chair of Go VA; member of Virginia Governor’s Advisory Committee for Revenue Estimates (GACRE); chair of Virginia Foundation for Independent Colleges; vice chair of Virginia Business Higher Education Council; former chair of the American Hospital Association .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmed Ms. Agee is independent under NYSE listing standards and AUB’s Categorical Standards; only the CEO (Asbury) is non-independent .
• Committee assignments: Executive Committee; Nominating & Corporate Governance Committee; Risk Committee .
• Board/committee attendance: In 2024, the Board held 9 regular and 2 special meetings; each director attended at least 75% of Board and applicable committee meetings; all 14 directors attended the 2024 annual meeting .
• Executive sessions: Independent directors meet at least quarterly without management; Board chair (independent) presides .
• Retirement policy waiver: By merger agreement with American National Bankshares Inc., the Board waived the mandatory retirement at age 72 for Ms. Agee and intends to re-nominate her at least through the 2027 annual meeting, subject to exceptions .
• Committee activity levels:
  • Executive Committee: 2 meetings (2024); Ms. Agee is a member .
  • Nominating & Corporate Governance: 6 meetings (2024); Ms. Agee is a member .
  • Risk Committee: 7 meetings (2024); Ms. Agee is a member .
• Conflicts & insider trading policies: AUB maintains a Conflicts of Interest Policy requiring disclosure and Audit Committee review of potential conflicts, and an Insider Trading Policy (exhibit to 2024 Form 10-K) governing securities transactions .

Fixed Compensation

• 2024 Director compensation schedule:

  Position/Component	Amount ($)
  Annual cash retainer – Board Members	$50,000
  Additional fee – Board Chair	$80,000
  Additional fee – Board Vice Chair	$20,000
  Additional fee – Audit Committee Chair	$22,500
  Additional fee – Compensation Committee Chair	$16,000
  Additional fee – Risk Committee Chair	$16,000
  Additional fee – Nominating & Corporate Governance Chair	$14,000
  Additional fee – Trust Committee Chair	$14,000
  Member fee – Audit Committee	$11,000
  Member fee – other committees (excl. Audit & Executive)	$8,000
  Executive Committee per-meeting fee (non-CEO)	$1,000 (≥1 hr) / $500 (<1 hr telephonic)
  Director equity retainer (unrestricted shares)	$65,000

• Changes effective Jan 1, 2025: Cash retainer increased to $60,000; equity retainer increased to $80,000; Audit Committee member fee increased to $15,000; other committee member fees increased to $10,000 (all other fees unchanged) .

• Nancy H. Agee – 2024 actual compensation:

  Component	Amount ($)
  Fees earned or paid in cash	$51,667
  Stock awards (grant-date fair value)	$48,739
  Total	$100,406

Performance Compensation

• Director equity: Annual equity retainer issued as unrestricted shares of AUB common stock; not subject to performance metrics .

  Equity Award Type	Amount ($)	Vesting/Terms	Notes
  Unrestricted common stock (annual director equity retainer)	$48,739 (Agee 2024 grant-date fair value)	Unrestricted shares (no performance vesting)	Director equity retainer program specifies unrestricted shares

• Performance metrics: None disclosed for non-employee director compensation; director equity awards are not tied to financial/ESG performance metrics .

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare CEO experience; regional market leadership; governance roles across state economic development and higher education; former national industry association chair .
• Education: B.S. in Nursing (UVA); M.S. in Nursing (Emory) .
• AUB skills matrix narrative emphasizes collective Board qualifications; Ms. Agee contributes executive leadership and market experience relevant to oversight .

Equity Ownership

• No right to acquire shares within 60 days via options/warrants disclosed for directors; fractional shares rounded down; ownership percent based on 90,153,099 common shares outstanding .
• Director stock ownership policy: Non-employee directors must hold AUB stock equal to ≥5× annual cash retainer; all directors are in compliance, with 5 years allowed for new directors to meet the requirement .
• Hedging/pledging: Directors prohibited from hedging and pledging AUB stock per policy .

Governance Assessment

• Positives

  • Independent director with affirmed independence; sits on Executive, Nominating & Corporate Governance, and Risk Committees—strong alignment with governance and risk oversight .
  • Meets attendance expectations; Board and committee engagement levels are robust; annual meeting attendance was 100% among directors .
  • Ownership alignment: Holds AUB shares; director ownership policy (≥5× cash retainer) with compliance affirmed; no shares pledged; hedging/pledging prohibited—reduces misalignment risk .
  • Compensation structure mixes cash and equity; 2025 increases in retainers are market-reviewed by independent consultant (Meridian), suggesting competitive, standardized director pay not linked to discretionary metrics .

• Watch items

  • Mandatory retirement policy waived for Ms. Agee through at least the 2027 annual meeting due to merger commitments; while disclosed and board-approved, extended tenure beyond standard retirement age should be monitored for board refreshment and succession effects .
  • Multiple external commitments (two public boards plus several civic leadership roles); given 2024 attendance thresholds were met, current engagement appears sufficient but continued monitoring for bandwidth is prudent .

• Conflicts & related-party exposure

  • AUB maintains formal Conflicts of Interest Policy with Audit Committee oversight; no pledging of shares; no Form 4/related-party items specific to Ms. Agee are disclosed in the proxy sections reviewed .

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