Paul Engola
About Paul Engola
Independent director at Atlantic Union Bankshares (AUB) since 2023; age 53. Former Deputy Group President of Leidos’ Dynetics Group (2022–2024) and Executive Vice President, National Security Space (2021–2024), with prior senior roles spanning technology, human capital, risk, and M&A at Leidos and Lockheed Martin. Education: MBA (Stanford), MS (Georgia Tech), BS (MIT). Committee memberships: Nominating & Corporate Governance and Risk; not a chair. Determined independent under NYSE and AUB’s categorical standards; general Board attendance ≥75% of meetings in 2024; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leidos Holdings (Dynetics Group) | Deputy Group President | 2022–2024 | Senior P&L leadership across defense/space technologies |
| Leidos | EVP, National Security Space | 2021–2024 | Led national security space portfolio; strategy and M&A |
| Leidos | Chief Human Resources Officer & Head of Business Partnerships | 2018–2021 | Human capital, culture, and talent management leadership |
| Leidos | SVP & Deputy Group President, Defense & Intelligence | 2017–2018 | Operations oversight in defense/intelligence segments |
| Lockheed Martin (IS&GS) | VP, Transportation & Financial Solutions | Pre-merger with Leidos | Technology solutions; public sector IT integration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Space Foundation (non-profit) | Director | Current | Advances global space community; governance/non-profit experience |
Board Governance
- Independence: Affirmed independent; serves on Nominating & Corporate Governance and Risk Committees .
- Committee work:
- Nominating & Corporate Governance met 6× in 2024; oversees board succession, governance policies, ESG strategy .
- Risk Committee met 7× in 2024; oversees enterprise risk (financial, IT/cyber, credit, liquidity, compliance) .
- Attendance: Board held 9 regular and 2 special meetings in 2024; each director attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Leadership/structure: Separate Chair (Ronald L. Tillett) and CEO; independent directors hold executive sessions at least quarterly .
- Policies: Director stock ownership guideline = ≥5× annual cash retainer; hedging and pledging of company stock prohibited; all directors in compliance or within the 5‑year phase‑in window .
Fixed Compensation
| Component | 2024 Amounts (Policy) | 2025 Amounts (Policy) |
|---|---|---|
| Annual cash retainer | $50,000 | $60,000 |
| Committee chair fees | Audit: $22,500; Comp/Risk: $16,000; Nominating/Trust: $14,000 | Unchanged vs. 2024 |
| Committee member fees | Audit: $11,000; Other committees: $8,000 | Audit: $15,000; Other committees: $10,000 |
| Executive Committee per-meeting fees | $1,000 (≥1 hour); $500 (<1 hour) | Unchanged vs. 2024 |
| Actual 2024 paid (Engola) | Fees earned: $66,416; Stock awards: $70,005; Total: $136,421 |
Performance Compensation
- Non-employee directors receive an annual equity retainer as unrestricted shares; no options or performance-conditioned awards; no meeting fees beyond Executive Committee schedule .
- Clawback: All awards (including director equity) subject to AUB’s Incentive Compensation Recovery Policy and any applicable exchange/regulatory clawbacks .
- Change-in-control: Awards generally follow double-trigger acceleration if assumed in a transaction—vesting accelerates only if service terminates within two years post‑closing; if not assumed/substituted, vesting may accelerate at closing .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Engola .
- Private/non-profit boards: Space Foundation (non-profit) .
- Related-party transactions: AUB’s Audit Committee reviews/approves related-party transactions; 2024 disclosure notes standard banking relationships and one director family employment—not involving Engola .
Expertise & Qualifications
- Technical and strategic expertise: technology/cybersecurity, strategic planning, human capital/compensation, risk management, and M&A; reflected in AUB’s skills matrix .
- Education: MBA (Stanford), MS (Georgia Tech), BS (MIT) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Shares Outstanding | Notes |
|---|---|---|---|
| Paul Engola | 2,935 | ~0.003% (2,935 ÷ 90,153,099) | No pledging; hedging/pledging prohibited by policy |
| Ownership guideline | ≥5× annual cash retainer | — | All directors in compliance or within 5‑year window |
Director Compensation
| Item | 2024 (Policy/Actual) | 2025 (Policy) |
|---|---|---|
| Equity retainer (unrestricted shares) | $65,000 (policy); Engola grant-date fair value $70,005 (actual) | $80,000; paid quarterly in advance as stock |
| Cash retainer | $50,000 (policy); Engola fees earned $66,416 (includes committee fees) | $60,000 (policy) |
| Committee membership fees | Risk/Nominating: $8,000 each (2024) | Risk/Nominating: $10,000 each (2025) |
| Options/PSUs | None for directors | None |
Governance Assessment
- Strengths for investor confidence:
- Independent director on Risk and Nominating & Corporate Governance—direct line into enterprise risk and ESG/governance oversight .
- Deep technology/cyber and human capital background beneficial to banking risk, transformation, and talent oversight .
- Alignment mechanisms: mandatory stock ownership (≥5× retainer), equity retainer in stock, clawback coverage, and prohibition on hedging/pledging .
- Attendance and engagement thresholds met across Board/committees in 2024; quarterly independent executive sessions .
- Watch items:
- Personal shareholdings are modest in absolute terms (2,935 shares) though guideline compliance is affirmed at the Board level; ongoing monitoring of ownership versus guideline remains prudent .
- Board size expanded with acquisitions (to 17 contingent on Sandy Spring), increasing coordination demands across committees; mitigated by clear committee mandates and independent leadership structure .
Compensation Structure Analysis
- Year-over-year changes (policy): increased cash retainer ($50k→$60k), increased equity retainer ($65k→$80k), and higher committee member fees (Audit: $11k→$15k; other committees: $8k→$10k), reflecting market benchmarking via Meridian; maintains mix of cash and equity with emphasis on equity alignment .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay (executive compensation) received ~93% approval, indicating broad investor support for AUB’s pay practices; Compensation Committee considered this in program design .
Risk Indicators & Red Flags
- Section 16(a) compliance: No delinquent reporting noted for Engola; one late Form 4 reported for another director due to administrative error .
- Related party: No Engola-related transactions disclosed .
- Hedging/pledging: Prohibited for directors and executives .
- Clawback: Incentive Compensation Recovery Policy applies to awards (including non-employee director stock awards) .
Committee Assignments, Chairs, and Meeting Cadence
| Committee | Membership | Chair | Meetings in 2024 | Scope Highlights |
|---|---|---|---|---|
| Risk | Member (Engola) | Keith L. Wampler | 7 | ERM oversight (financial, IT/cyber, credit, liquidity, compliance); quarterly emerging risk reviews |
| Nominating & Corporate Governance | Member (Engola) | F. Blair Wimbush | 6 | Board composition/succession, governance policies, annual self-evaluation, ESG oversight |
Notes on Independence, Attendance, and Engagement
- Independence affirmed for Engola and all committee members; Audit/Comp/Nominating require independence under NYSE rules .
- Board met 11 times (9 regular, 2 special) in 2024; ≥75% attendance by each director; all 14 directors attended the annual meeting .
- Independent director executive sessions at least quarterly .