Robert Gorman
About Robert Gorman
Robert M. Gorman, age 66, is Executive Vice President and Chief Financial Officer of Atlantic Union Bankshares (AUB), roles he has held since July 2012. He previously served at SunTrust Banks, Inc. as Senior Vice President & Strategic Financial Officer (2002–2011) and Senior Vice President & Director of Corporate Support Services (2011–2012) . Company performance context: in 2024 AUB reported net income of $209.13M, operating ROTCE of 16.12%, and a value of $120.12 for a $100 TSR investment (peer $130.90) in the pay-versus-performance table . AUB’s scale reached $24.59B of total assets in 2024, up from $21.17B in 2023, while GAAP ROTCE was 13.35% and the efficiency ratio 62.09% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SunTrust Banks, Inc. | SVP & Strategic Financial Officer | 2002–2011 | Senior finance leadership |
| SunTrust Banks, Inc. | SVP & Director, Corporate Support Services | 2011–2012 | Led corporate support services function |
External Roles
- The proxy provides Mr. Gorman’s company biography and roles; no external public company directorships are disclosed for him in the executive officer bios section .
Fixed Compensation
| Item | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 438,788 | 478,421 | 526,263 | 553,062 (3.5% increase) |
| Annualized Base at YE ($) | — | — | 534,359 (10.0% increase vs 2023) | — |
| MIP Target (% of base) | — | — | 70% | 75% (short-term) |
| LTIP Target (% of base) | — | — | — | 115% (long-term) |
Performance Compensation
2024 MIP Structure, Metrics, and Payouts
| Metric (Corporate) | Weight | Threshold | Target | Superior | Actual | % of Target Achieved |
|---|---|---|---|---|---|---|
| Net Operating Income ($000s) | 25% | 228,000 | 285,000 | 399,000 | 264,694 | 93% |
| Operating ROA (%) | 20% | 0.97 | 1.21 | 1.69 | 1.11 | 92% |
| Operating ROTCE (%) | 30% | 14.82 | 18.53 | 25.94 | 16.69 | 90% |
| Operating Efficiency Ratio (%) | 25% | 57.22 | 52.02 | 46.82 | 53.31 | 98% |
| Corporate Component Payout | — | — | — | — | Calculated 81% (pre-modifier) | Final 121% after 1.5x relative ROTCE modifier at 82nd percentile |
| Individual/Divisional Component | Payout % |
|---|---|
| Gorman (CFO) | 125% |
| 2024 MIP Outcome (Gorman) | Amount ($) | As % of Base |
|---|---|---|
| Total Incentive Payout | 455,595 | 85% |
Notes:
- 2024 weightings (Gorman): Corporate 80%, Individual 20%; MIP target 70% of base salary .
- MIP payouts ranged 67%–122% of base across NEOs; relative ROTCE modifier aligned payouts to peer-relative performance (no award >200% of target) .
Long-Term Incentives (LTIP)
| 2024 Grants (Feb 2024) | Time-Based Restricted Stock (shares) | Performance Share Units (target shares) |
|---|---|---|
| Robert M. Gorman | 9,368 | 9,368 |
| 2024 Grant Date Fair Value ($) | Time-Based RS | TSR PSU | ROATCE PSU |
|---|---|---|---|
| Gorman | 327,258 | 147,546 | 135,742 |
| 2022 PSU Results (Paid Jan 29, 2025) | Measure | Actual | Payout | Earned PSUs |
|---|---|---|---|---|
| Relative TSR vs KBW Regional Bank Index | Percentile | 49th | 98% of target | 6,946 |
Clawback: All 2024 LTIP awards (RS and PSUs) are subject to the Incentive Compensation Recovery Policy for restatements; the company may cancel/modify awards if an executive fails to repay per policy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 92,806 common shares; “less than 1%” of class; none pledged |
| Stock Ownership Policy | CFO guideline: 3× base salary; 5-year compliance period; retain 50% of pre-tax shares until compliant; all NEOs compliant or within window as of Apr 2024 |
| Hedging/Pledging | Prohibited for executive officers and directors |
| Options | None of the NEOs held any outstanding stock options as of Dec 31, 2024; none exercised options in 2024 |
| Nonqualified Deferred Compensation (2024) | Executive contributions: $100,000; aggregate earnings: $76,506; year-end balance: $452,137; prior SCT-reported amount included: $239,784 |
| 2024 “All Other Compensation” (components) | 401(k)/retirement contributions: $15,420; dividends on restricted stock: $21,008; other plan payments: $5,247; BOLI income: $683; other benefits: $3,577; total: $45,935 |
Outstanding and Recent Equity Awards (as of Dec 31, 2024)
| Award | Grant/Performance Period | Status/Next Vest | Shares/Units | Market Value ($) |
|---|---|---|---|---|
| TRS (time-based) | 2/24/2022 | Vested 2/24/2025 | 1,575 | 59,661 |
| TRS (time-based) | 2/23/2023 | 50% vested 2/23/2025; 50% vests 2/23/2026 | 5,624 | 213,037 |
| TRS (time-based) | 2/22/2024 | 1/3 vests 2/22/2025; 1/3 vests 2/22/2026; 1/3 vests 2/22/2027 | 9,368 | 354,860 |
| TRS (time-based) | 3/15/2024 | Fully vested 3/15/2025 | 594 | 22,501 |
| PSUs (2022 cycle) | 1/1/2022–12/31/2024 | Earned at 98%; paid 1/29/2025 | 6,946 | 263,124 |
| PSUs (2023 cycle) | 1/1/2023–12/31/2025 | Performance not yet achieved (target assumption) | 8,436 | 319,556 |
| PSUs (2024 cycle) | 1/1/2024–12/31/2026 | Performance not yet achieved (target assumption) | 9,368 | 354,860 |
Note: Market values use $37.88 closing price on Dec 31, 2024, per proxy methodology .
Employment Terms
- Agreement and Term: Mr. Gorman is party to an amended and restated employment agreement (auto-renews annually unless notice by Sept 30), reviewed annually for base salary and incentive eligibility .
- Severance (without CIC): If terminated without Cause or resigns for Good Reason, cash severance equals two years of then-current base salary paid in installments, plus a lump-sum welfare benefit equal to 24× monthly company health contributions (subject to release) .
- Failure to Renew: One year of base salary plus 12× welfare benefit (subject to release) .
- Death/Disability/Cause: Six months’ base salary on death; for Cause, only accrued compensation; disability terms as disclosed .
- Change in Control: Employment agreement terminates; a Management Continuity Agreement provides double-trigger severance upon qualifying termination after a CIC .
- Potential Payments (12/31/2024 measurement):
- Without Cause/Good Reason (no CIC): Cash $1,561,273; accelerated RS $913,182; PSUs $331,324; total $2,805,779 .
- CIC with Qualifying Termination: Cash $2,472,463; accelerated RS $913,182; PSUs $674,416; total $4,060,061 .
- Failure to Renew: Cash $1,008,434; RS $913,182; PSUs $331,324; total $2,252,940 .
- Death (no CIC): Cash $285,660; BOLI $300,000; RS $913,182; PSUs $331,324; total $1,830,166 .
- Retirement (at/after 65): RS $913,182; PSUs $331,324; total $1,244,506 (no cash) .
- Equity Treatment on Termination/CIC: Unvested RS generally vests upon death, disability, qualifying severance or retirement (with committee consent), and under a CIC if not assumed or upon qualifying termination if assumed; PSUs vest pro rata on actual performance or at target upon CIC per plan rules .
- Clawback: Incentive Compensation Recovery Policy applies to excess incentive compensation upon a restatement .
- Hedging/Pledging: Prohibited for executives and directors .
Investment Implications
- Pay-for-performance linkage is robust: 2024 corporate metrics landed below target (81% pre-modifier), but a strong 82nd percentile relative ROTCE result lifted corporate payout to 121%, while individual performance scored 125%; Gorman’s total cash incentive equaled 85% of base ($455,595), consistent with his 70% target and weightings .
- Upcoming vesting catalysts may create selling windows: TRS tranches vest across 2025–2027 (Feb 22–23), with an additional March 15, 2025 vest, and 2023–2026 PSU cycles concluding in 2025 and 2026, respectively—important to monitor for Form 4 activity around those dates .
- Alignment and risk: Meaningful stock ownership (92,806 shares, <1% of class), compliance with a 3× salary CFO ownership guideline, and explicit prohibition on hedging/pledging reduce misalignment risk; no stock options outstanding lowers leverage to the upside but also reduces underwater option repricing risk .
- Retention/transition dynamics: Double-trigger CIC protection with a disclosed ~$4.06M illustrative total payout (incl. ~$2.47M cash) strengthens retention through strategic events; severance outside CIC equals two years’ salary plus benefits, with clear equity acceleration mechanics .
- Governance safeguards: Clawback policy in place; compensation committee uses peer benchmarking and emphasizes at least 50% PSU mix in LTIP, supporting shareholder alignment .