Rachael Lape
Executive Vice President, General Counsel and Corporate Secretary at Atlantic Union Bankshares
Executive
About Rachael Lape
Rachael R. Lape is Executive Vice President, General Counsel and Corporate Secretary of Atlantic Union Bankshares (AUB). She has served as EVP, General Counsel and Corporate Secretary since September 2012 and previously served as Associate Counsel from 2010 to 2012; she is 51 years old . She holds a J.D. from the University of Virginia School of Law and dual majors in Broadcast Journalism and Russian Language from the University of Missouri-Columbia . AUB’s compensation framework ties leadership pay to Operating ROA, Operating ROTCE, Net Operating Income and Operating Efficiency Ratio, with a relative ROTCE modifier; in 2024 the corporate component paid at 121% of target after the modifier, aligning incentives with performance .
AUB multi-year performance context:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Assets | $19.63B | $20.06B | $20.46B | $21.17B | $24.59B |
| Net Income | $158.23M | $263.92M | $234.51M | $201.82M | $209.13M |
| ROA | 0.83% | 1.32% | 1.18% | 0.98% | 0.88% |
| ROTCE | 11.18% | 16.72% | 17.33% | 14.85% | 13.35% |
| Efficiency Ratio | 60.19% | 61.91% | 57.46% | 61.32% | 62.09% |
| Cash Dividends/Share | $1.00 | $1.09 | $1.16 | $1.22 | $1.30 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Williams Mullen (Richmond, VA) | Attorney (Private Practice) | 2000–2009 | Represented large banks in complex syndicated commercial loans; negotiated domestic/international transactions . |
| Goldberg Kohn (Chicago, IL) | Attorney (Private Practice) | 2000–2009 | Advised public companies in M&A as buyer’s/seller’s counsel . |
| K&L Gates (formerly Bell, Boyd & Lloyd; Chicago, IL) | Attorney (Private Practice) | 2000–2009 | Corporate counsel on M&A; complex transactions . |
External Roles
- Not disclosed in AUB filings reviewed.
Fixed Compensation
- AUB’s 2025 proxy identifies Named Executive Officers (NEOs) for detailed compensation (CEO, CFO, President/COO, and two others); Ms. Lape is an executive officer but not an NEO, and her specific salary/bonus amounts are not disclosed .
- AUB limits employment agreements to the CEO, President/COO and CFO; “all other executives are covered under our Executive Severance Plan,” indicating Ms. Lape does not have a standalone employment agreement .
Performance Compensation
AUB’s Management Incentive Plan (MIP) design and 2024 outcomes (applies enterprise-wide; NEO outcomes disclosed):
| Metric | Weight | 2024 Target | 2024 Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Net Operating Income | 25% | $285,000k | $264,694k | 93% | Adjusted for merger/FDIC items per CD&A . |
| Operating ROA | 20% | 1.21% | 1.11% | 92% | |
| Operating ROTCE | 30% | 18.53% | 16.69% | 90% | |
| Operating Efficiency Ratio | 25% | 52.02% | 53.31% | 98% | |
| Corporate Component Payout (pre-modifier) | — | — | — | 81% | Based on the above results. |
| Relative ROTCE Modifier | — | 50th=1.0x | 82nd percentile | 1.5x | Applied to corporate component → 121% . |
Long-term incentives (LTIP) and vesting structure:
- Mix and Vesting: For non-CEO NEOs, LTIP in 2024 was 50% time-based restricted stock (three-year ratable vesting) and 50% PSUs (three-year performance period) .
- PSU Metrics: 50% Relative TSR vs KBW Regional Banking Index and 50% Core ROATCE vs the same index; threshold 25th percentile (50% payout), target 50th (100%), max 100th (200%) with straight-line interpolation .
- Clawback: All 2024 LTIP awards are subject to AUB’s Incentive Compensation Recovery Policy for restatements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (initial) | Form 3 filed May 12, 2023 showed 11,389 shares directly and 2,926.7355 shares indirectly via ESOP trust; includes time-based RSUs subject to vesting . |
| Hedging/Pledging | AUB prohibits all employees/directors from hedging (short sales, derivatives) and prohibits directors and executive officers from pledging AUB stock . |
| Stock Ownership Guidelines | Executive officers must hold stock equal to a multiple of salary; “Other Executive Officers” = 1× base salary; five-year compliance window; 50% retention of net shares until in compliance; unearned PSUs/options not counted . |
| Policy Compliance | As of April 2024, all NEOs were in compliance or within the five-year window; policy applies to executive officers including Ms. Lape, though NEO compliance specifically noted . |
Employment Terms
| Topic | Provision |
|---|---|
| Employment Agreement | Limited to CEO, President/COO, CFO; all other executives (e.g., EVP roles like Ms. Lape) are covered under the Executive Severance Plan . |
| Executive Severance Plan (no CIC) | If involuntarily terminated without cause (not within 3 years post-CIC): lump-sum equal to 1× base salary plus prior-year annual incentive pro-rated for current year; 12× company-paid health/dental subsidy; 12 months outplacement; accrued obligations; subject to release and non-solicitation agreement . |
| Executive Severance Plan (with CIC) | Tiered structure; eligible “Tier 1 Executives” receive 2× (base salary + highest annual incentive of prior two years), 24× health/dental subsidy, 12 months outplacement, accrued obligations, upon termination without cause or for good reason within 3 years post-CIC; Ms. Lape’s tier not disclosed . |
| Equity—Time-based RS | Accelerates upon death/disability; if entitled to severance (employment agreement or Executive Severance Plan); certain retirements; and follows double-trigger CIC acceleration if assumed and terminated without cause/for good reason within 2 years, or single-trigger if not assumed . |
| Equity—PSUs | Pro-rata vesting based on achieved performance upon death/disability, entitlement to severance, certain retirements; target vests upon CIC at consummation if employed at CIC . |
| Clawback | Incentive Compensation Recovery Policy applies to incentive compensation upon certain restatements . |
| Non-Compete/Non-Solicit | Payment of severance generally conditioned on release and non-solicitation; certain PSU vesting conditions reference non-competition compliance . |
Additional Background and Governance
- Biography excerpt: Lape has 22 years representing financial institutions; advises the Board as GC and manages the legal team .
- Corporate Secretary role affirmed in proxy and corporate bylaws filings and signatures .
- Executive Officers roster includes Ms. Lape and her career history at AUB and prior private practice firms .
Investment Implications
- Pay-for-performance alignment: AUB’s heavy use of Operating ROA/ROTCE, efficiency, and Net Operating Income in annual incentives, plus relative TSR/ROATCE in PSUs, ties realized comp to both internal profitability and external stock performance. The 2024 corporate component paid 121% after an 82nd percentile ROTCE modifier, indicating sensitivity to relative returns .
- Retention and selling pressure: As an executive officer covered by the Executive Severance Plan (rather than a bespoke employment agreement), Ms. Lape benefits from clear severance economics and double-trigger CIC equity acceleration that reduce forced turnover risk; AUB’s absolute prohibition on hedging and pledging reduces misalignment and forced sales risk .
- Ownership alignment: Initial Form 3 holdings and ESOP participation show baseline skin-in-the-game; stock ownership guidelines require ongoing accumulation (1× salary for other executive officers) with a retention requirement until compliance, supporting alignment with shareholders .
- Key watch items: Absence of Form 4 transactions in the search suggests limited recent insider selling disclosures, but continued monitoring of Section 16 filings is recommended; compensation plan changes (e.g., 2025 Plan adoption) maintain governance features like double-trigger acceleration and anti-repricing, preserving investor-friendly design .