Shawn O’Brien
Executive Vice President and Consumer & Business Banking Group Executive at Atlantic Union Bankshares
Executive
About Shawn O’Brien
Shawn E. O’Brien is Executive Vice President and Consumer & Business Banking Group Executive at Atlantic Union Bank (AUB), a role he has held since February 2019. He is 53 years old and previously held senior roles at BBVA Compass and Huntington National Bank, with expertise spanning consumer segment strategy, deposits and payments, and product/brand management . Recent AUB performance context: the company’s “pay versus performance” table shows the value of a $100 investment in AUB stock rising to $120.12 for 2024 (peer group $130.90), alongside disclosed operating profitability figures used in pay design (e.g., Operating ROTCE) . 2024 corporate MIP paid out at 121% after an 82nd percentile relative ROTCE modifier, evidencing pay linkage to relative performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BBVA Compass Bank | EVP, Consumer Segment Group & Business Planning | 2013–2018 | Led consumer segment blueprinting and planning across deposits/payments; drove retail growth initiatives . |
| BBVA Compass Bank | EVP, Deposit & Payment Products; Strategic/Corp Planning & Analysis | 2005–2013 | Owned deposit and payments product strategy; enterprise planning/analysis . |
| Huntington National Bank | Retail brand strategy and product management | 1998–2005 | Retail strategy and product development in consumer banking . |
External Roles
- Not disclosed in the proxy statement; no external directorships or committee roles identified for O’Brien .
Fixed Compensation
| Metric | 2022 |
|---|---|
| Base Salary ($) | $352,907 |
| Year-end 2022 Annualized Base Salary ($) | $364,422 |
| All Other Compensation ($) | $30,899 (financial planning, executive health, car usage allocation, etc.) |
Performance Compensation
Annual Incentive (MIP) – O’Brien (2022)
| Component | Threshold ($) | Target ($) | Maximum ($) | Actual Payout ($) |
|---|---|---|---|---|
| Non-Equity Incentive Plan Award | $16,399 | $163,990 | $245,985 | $195,148 |
- Notes: 2022 payout equaled 54% of base salary for O’Brien (company-wide table) .
Long-Term Incentives – O’Brien (2022 Grants)
| Award Type | Shares/Units | Key Terms |
|---|---|---|
| Time-Based Restricted Stock | 1,945 | Typically three-year vesting; dividends paid on restricted shares; accelerated vesting upon qualifying termination/CIC per plan . |
| Performance Share Units (PSUs) | 2,918 | Performance measured over multi-year period; 2022 cycle benchmarked to relative TSR vs KBW Regional Banking Index with 10%–200% payout curve . |
2022 PSU Outcomes (Plan-wide context)
| Measure | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Relative TSR vs KBW Regional Bank Index | 25th percentile | 50th percentile | 100th percentile | 49th percentile (98% of target earned) |
Current Plan Design Reference (2024 Corporate MIP Metrics)
| Corporate Metric | Weight | Threshold | Target | Superior |
|---|---|---|---|---|
| Net Operating Income | 25% | $228,000k | $285,000k | $399,000k |
| Operating ROA | 20% | 0.97% | 1.21% | 1.69% |
| Operating ROTCE | 30% | 14.82% | 18.53% | 25.94% |
| Operating Efficiency Ratio | 25% | 57.22% | 52.02% | 46.82% |
- 2024 payout mechanics: corporate bucket paid 121% after an 82nd percentile relative ROTCE modifier (0.5x/1.0x/1.5x at <=25th/50th/>=75th) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 27, 2023) | 13,426 common shares; less than 1% of class . |
| Pledging/Hedging | Prohibited for directors and executive officers . |
| Options Outstanding | Company does not currently grant stock options . |
| Executive Ownership Guidelines | Other Executive Officers: 1x base salary; 5-year compliance window; 50% net retention until met; unearned PSUs/options excluded . |
| Compliance Status (as of April 2024) | All NEOs were compliant or within the initial five-year period . |
Employment Terms
| Topic | Terms (applicable framework during O’Brien’s NEO period) |
|---|---|
| Coverage | As a non-CEO/CFO/COO NEO, covered by AUB Executive Severance Plan (ESP) . |
| Severance (No CIC) | Lump sum = 1x base salary + prior-year annual incentive pro‑rated for current year; plus 12x company-paid health/dental subsidy . |
| Severance (CIC + Qualifying Termination within 3 years) | Lump sum = 2x (base salary + highest annual incentive of prior two years); plus 24x health/dental subsidy; 12 months outplacement; accrued obligations . |
| Equity on Termination/CIC | Time-based RS: full vest on death/disability; on severance under agreement/ESP; and upon CIC with double-trigger or if not assumed . PSUs: pro-rata earned vest on payout date upon death/disability/severance/retirement; target vest at CIC if employed through CIC . |
| Clawback | Incentive Compensation Recovery Policy applies to MIP and LTIP in restatement scenarios . |
| Single-Trigger Cash | Not permitted . |
| Excise Tax Gross-Ups | Not provided . |
| Hedging/Pledging | Prohibited . |
Illustrative Potential Payments (as of 12/31/2022)
| Event | Cash ($) | BOLI Payment ($) | Accelerated RS ($) | Accelerated PSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause (No CIC) | 584,590 | — | 165,053 | 94,292 | 843,935 |
| CIC + Qualifying Termination | 1,157,180 | — | 165,053 | 192,708 | 1,514,940 |
| Death | — | 100,000 | 165,053 | 94,292 | 359,345 |
Performance & Track Record Context
| Year | AUB TSR – Value of $100 Investment |
|---|---|
| 2020 | $91.10 |
| 2021 | $106.14 |
| 2022 | $103.35 |
| 2023 | $111.76 |
| 2024 | $120.12 |
- Relative ROTCE modifier (2024) landed at the 82nd percentile, lifting corporate MIP to 121%—evidence of alignment to relative results .
Compensation Committee, Peer Group, and Governance
- Peer group used for compensation benchmarking (2024): includes SouthState, UMB Financial, United Bankshares, Cadence Bank, F.N.B. Corporation, WesBanco, Hancock Whitney, Old National, Pinnacle Financial, Ameris Bancorp, and others; generally targeted to median .
- Program emphasizes pay-for-performance, long-term equity with three-year vesting, ownership guidelines, annual risk assessment; no hedging/pledging, no single-trigger cash, no excise tax gross-ups .
Company Fundamentals Snapshot
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 132,815,000* | 131,486,000* | 125,806,000* | 118,523,000* | 90,877,000* | 118,878,000* |
- Values retrieved from S&P Global.*
Investment Implications
- Alignment and structure: AUB’s program ties a large share of at-risk pay to multi-year equity and corporate metrics (Operating ROA/ROTCE, efficiency, NOI) with a relative ROTCE modifier; PSUs paid near target for the 2022 cycle (98%), underscoring performance-based equity discipline .
- Retention and change-in-control: O’Brien’s coverage under the Executive Severance Plan provided meaningful but market-standard double-trigger protection (2x salary+bonus under CIC) and full/pro-rata equity vesting mechanics—appropriate retention with guardrails (no single-trigger cash; clawback) .
- Selling pressure considerations: No options (thus no strike-driven exercise windows) and hedging/pledging are prohibited; time-based RS and PSUs create scheduled vesting events that can coincide with liquidity needs, but policy requires 50% net retention until ownership guidelines are met, reducing forced sale risk pre-compliance .
- Skin-in-the-game: O’Brien’s reported beneficial ownership was modest in absolute shares in 2023 (<1%), but executives are bound by stock ownership guidelines with ongoing compliance monitoring, supporting alignment over time .
- Overall: The structure suggests balanced incentive alignment with peers, disciplined governance (no gross-ups/hedging/pledging), and moderate retention protection—net positive for execution stability, with limited governance red flags.
Sources: AUB 2025 Proxy Statement (DEF 14A, 3/26/2025) ; AUB 2024 Proxy Statement (DEF 14A, 3/26/2024) ; AUB 2023 Proxy Statement (DEF 14A, 3/21/2023) .