Rilla Delorier
About Rilla S. Delorier
Independent director of Atlantic Union Bankshares (AUB) since 2022; age 58; based in Portland, Oregon. Former EVP and Chief Strategy & Digital Transformation Officer at Umpqua Bank (2017–2020), with prior senior roles at SunTrust (Retail Bank EVP, CMO, Wealth Management Marketing Director, 2006–2016) and PNC (CMO at PNC Advisors; EVP Customer Strategy at PNC Bank, 1999–2006). Education: B.S. in Marketing & Management (University of Virginia) and M.B.A. (Harvard Business School). The Board cites her banking, product, operations, cybersecurity, partnerships, and analytics expertise as key credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Umpqua Bank | EVP & Chief Strategy and Digital Transformation Officer | 2017–2020 | Led strategy and digital transformation; cybersecurity practices highlighted |
| SunTrust Bank | EVP, Retail Bank; Chief Marketing Officer; Wealth Management Marketing Director | 2006–2016 | Senior operating and marketing leadership across retail and wealth |
| PNC Advisors / PNC Bank | Chief Marketing Officer (PNC Advisors); EVP, Customer Strategy (PNC Bank) | 1999–2006 | Customer strategy and marketing leadership |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Coastal Financial Corporation (public) | Director | Since Nov 2020 | Audit; Compensation |
| WisdomTree Investments, Inc. (public) | Director | Since 2023 | Audit; Compensation |
| NYMBUS (private fintech) | Director | Since Nov 2020 | Not disclosed |
| Central City Concern (non-profit) | Director | Since 2018 | Not disclosed |
Board Governance
- Independence: Determined independent under NYSE standards and AUB’s Categorical Standards in early 2025 .
- AUB committee assignments: Compensation Committee member; Risk Committee member (not chair) .
- Attendance: Board held 9 regular and 2 special meetings in 2024; each director attended at least 75% of Board and committee meetings; all 14 directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least quarterly without management; Chair is non-management; Vice Chair also independent .
- Skills matrix: The Board highlights her contributions in technology/cybersecurity, banking/financial services, strategic planning, human capital/compensation, and risk management .
| AUB Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 6 | All members independent under NYSE and AUB standards |
| Risk | Member | 7 | All members independent; oversight includes cyber, credit, market, liquidity, compliance, model risk, etc. |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards – Grant Date Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 66,000 | 64,999 | 130,999 |
| 2024 AUB Standard Director Compensation | Amount ($) |
|---|---|
| Annual cash retainer (Board member) | 50,000 |
| Additional fee – Audit Committee chair | 22,500 |
| Additional fee – Compensation and Risk Committee chairs | 16,000 |
| Additional fee – Nominating & Governance and Trust Committee chairs | 14,000 |
| Committee member fee – Audit Committee | 11,000 |
| Committee member fee – other committees (Compensation, Risk, Nominating, Trust) | 8,000 |
| Equity retainer (unrestricted shares) | 65,000 |
Note: Delorier’s 2024 cash total of $66,000 is consistent with a $50,000 Board retainer plus $8,000 each for Compensation and Risk committee membership .
Changes effective 2025: Annual cash retainer increased to $60,000; equity retainer to $80,000; Audit Committee member fee to $15,000; other committee member fees to $10,000; other fees unchanged .
Performance Compensation
| Component | Structure | Metrics/Vesting | Notes |
|---|---|---|---|
| Director equity retainer | Unrestricted shares of AUB common stock | No performance metrics; issued as unrestricted stock | $65,000 in 2024; $80,000 from 2025 |
No PSUs, options, or performance-based equity are disclosed for non-employee directors; director equity is time- and status-based via unrestricted stock .
Other Directorships & Interlocks
- Other public company boards: Coastal Financial Corporation; WisdomTree Investments, Inc. (Audit and Compensation committees at each) .
- Compensation Committee interlocks: None; no insider participation; no relationships requiring related-party disclosure for 2024 Compensation Committee members .
Expertise & Qualifications
- Banking/financial services, product development, operations, cybersecurity, partnerships, analytics .
- Skills matrix alignment includes technology/cybersecurity, risk management, strategic planning, human capital/compensation, and banking .
- Education: B.S. (UVA); M.B.A. (Harvard Business School) .
Equity Ownership
| As of | Common Shares Beneficially Owned | % of Class | Pledged | Notes |
|---|---|---|---|---|
| March 3, 2025 | 5,547 | <1% | None pledged | Outstanding common shares: 90,153,099 |
- Director stock ownership guideline: ≥5x annual cash retainer; all directors are in compliance; new directors have 5 years to comply .
Governance Assessment
- Independence and committee service: Clear independence determinations; service on Compensation and Risk committees supports board oversight of pay and enterprise risk; all members independent, reducing conflicts .
- Attendance and engagement: Board/committee attendance thresholds met; annual meeting attendance was 100% among serving directors, indicating engagement .
- Compensation alignment: Mix of cash and unrestricted equity consistent with peer practices; increases to retainers in 2025 reflect market review by independent consultant (Meridian) and may modestly raise fixed-pay exposure for directors .
- Ownership and alignment: Beneficial ownership disclosed with no pledging; directors meet ownership guideline (≥5x cash retainer), supporting alignment with shareholders .
- Conflicts/related-party risk: No compensation committee interlocks or related-party transactions requiring disclosure; formal Conflicts of Interest policy overseen by Audit Committee mitigates conflict risk .
- Risk oversight: Membership on Risk Committee, with explicit cyber risk coverage, is a positive for board effectiveness in a regulated bank environment .
RED FLAGS: None disclosed for pledging, related-party transactions, interlocks, or attendance shortfalls; director equity is unrestricted (not performance-based), which is standard for directors but does not tie pay to TSR or bank performance .
Sources: AUB 2025 Proxy Statement (DEF 14A) .