Patrick Corbin
About Patrick E. Corbin
Age 70; independent director since 2018; based in Chesapeake, Virginia. Managing Shareholder of Corbin & Company, P.C. since 1983; certified public accountant since 1979; former Chairman and director of Xenith Bankshares, Inc. (2009–2018, acquired by AUB in 2018). B.S. in Accounting from Virginia Tech; recognized as “Super CPA” by Virginia Business in litigation support and business valuation (2002–2012); active in AICPA and Virginia Society of CPAs, and director/past chair of the Chesapeake Alliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xenith Bankshares, Inc. | Chairman; Director | 2009–2018 | Led board until acquisition by AUB; banking sector governance experience |
| Corbin & Company, P.C. | Managing Shareholder | 1983–present | Audit/accounting leadership; deep financial/risk expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corbin & Company, P.C. | Managing Shareholder | 1983–present | CPA since 1979; professional associations (AICPA; Virginia Society of CPAs) |
| Chesapeake Alliance | Director; Past Chairman | Not disclosed | Regional civic leadership |
| Professional Recognition | “Super CPA” (Virginia Business) | 2002–2012 | Litigation support and business valuation fields |
Board Governance
- Independence: Board affirmatively determined Mr. Corbin is independent under NYSE and AUB Categorical Standards; independent directors meet in executive session quarterly .
- Committees: Audit Committee Chair; member of Executive Committee and Trust Committee .
- Audit Committee: 10 meetings in 2024; all members independent; Corbin qualifies as an “audit committee financial expert”; committee oversees financial reporting integrity, auditor oversight, internal audit, and major financial risks .
- Trust Committee: 4 meetings in 2024; oversees fiduciary activities of the Bank; all members independent .
- Engagement/Attendance: 9 regular and 2 special Board meetings in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee Report: Recommended inclusion of audited financials in AUB’s 2024 Form 10-K; signed by Corbin as Chair .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $45,000 | Corbin elected stock in lieu of annual cash Board retainer for all of 2024; he also deferred cash retainers into the Virginia Bankers Association nonqualified plan . |
| Stock Awards (grant-date fair value) | $114,985 | Equity retainer issued as unrestricted common stock . |
| Total | $159,985 | No pension or “all other” compensation reported . |
2024 non-employee director pay structure (selected elements):
- Annual cash Board retainer: $50,000; Audit Chair fee: $22,500; Compensation/Risk Chairs: $16,000; Nominating & Corporate Governance/Trust Chairs: $14,000; Audit Committee member fee: $11,000; other committee member fee: $8,000; Executive Committee per-meeting fee: $1,000 (≥1 hour) or $500 (<1 hour telephonic) .
- 2025 changes: cash retainer increased to $60,000; equity retainer to $80,000; Audit Committee member fee to $15,000; other committee member fee to $10,000; other fees unchanged .
Performance Compensation
| Performance-linked Elements | Details | Disclosure |
|---|---|---|
| Director performance metrics | None; director equity retainer granted as unrestricted shares (not PSUs/options) | No director-specific performance metrics disclosed; AUB does not currently grant stock options; director awards in 2024 were stock awards . |
Other Directorships & Interlocks
- Current public company directorships: None disclosed in the 2025 proxy beyond AUB .
- Prior public boards: Chairman and director, Xenith Bankshares, Inc. (financial institution acquired by AUB in 2018) .
- Potential interlocks: Managing Shareholder of an accounting firm; no related-party transactions involving Mr. Corbin disclosed; related-party transactions are reviewed and approved by the Audit Committee per policy .
Expertise & Qualifications
- Financial expert designation: Corbin qualifies as an audit committee financial expert under SEC rules; possesses banking/financial management expertise per FDIC definitions .
- Domain skills: Accounting, audit oversight, risk management; strategic governance in banking .
Equity Ownership
| Beneficial Ownership (as of March 3, 2025) | Amount | % of Class | Notes |
|---|---|---|---|
| Common Stock | 60,196 | <1% | Includes 29,372 phantom stock units in the Virginia Bankers Association nonqualified plan; includes 13,072 shares held indirectly as trustee; none pledged . |
- Stock ownership policy: Non-employee directors must hold shares equal to ≥5x annual cash retainer; all directors are in compliance; hedging and pledging of AUB stock prohibited .
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” status; robust committee activity (10 Audit meetings); broad banking and accounting credentials; strong ownership alignment via 5x retainer policy; no shares pledged; hedging/pledging prohibited .
- Compensation alignment: Mix of cash and unrestricted stock; elected stock in lieu of cash retainer and deferred compensation—signals longer-term alignment; director pay structure is market-reviewed by independent consultant .
- Attendance/engagement: Meets ≥75% threshold; full attendance at annual meeting—supports Board effectiveness .
- Conflicts/Related parties: No Corbin-specific related-party transactions disclosed; formal Conflicts of Interest Policy with Audit Committee review; routine insider trading and governance controls in place .
- RED FLAGS: One late Form 4 in 2024 due to Company administrative error (phantom stock accruals from deferrals)—minor compliance lapse but disclosed; monitor for recurrence .
Insider Trades and Filings
| Item | Date/Period | Details |
|---|---|---|
| Late Form 4 filing | 2024 | One late transaction reported due to Company administrative errors; related to acquisition of phantom stock from deferred cash compensation under the Deferred Compensation Plan . |