Sherry Williams

About Sherry Williams

Sherry Williams is Executive Vice President and Chief Risk Officer (CRO) of Atlantic Union Bankshares (AUB), a role she has held since October 2022; she is 63 and previously served as EVP/CRO at Amalgamated Bank, Chief Audit Executive at Amalgamated, Director of Risk Assurance at PwC, and held risk/audit roles at SunTrust, EY, and the State of Georgia . Company-level 2024 performance context: AUB reported $24.59B in total assets, $209.13M net income, 0.88% ROA, 13.35% ROTCE, and a 62.09% efficiency ratio; these GAAP measures anchor the incentive frameworks that drive executive pay design .

Past Roles

Fixed Compensation

Performance Compensation

Short-term incentive design and 2024 outcomes (company-level)

Notes:

• AUB’s Management Incentive Plan (MIP) corporate measures are Net Operating Income (25%), Operating ROA (20%), Operating ROTCE (30%), and Operating Efficiency Ratio (25%), with a relative ROTCE modifier vs the proxy peer group; payouts range 0–200% of target .
• 2024 corporate component paid at 121% after applying the relative ROTCE modifier (calculated outcome ~81% scaled by 1.5x) .

Long-term incentives (equity mix and metrics)

• Program structure: time-based restricted stock and performance share units (PSUs) with three-year vesting; PSUs are tied to relative total shareholder return (TSR) vs KBW Regional Banking Index constituents .
• Recent PSU results:
  • 2021 PSU cycle: earned at 89% of target; certified January 24, 2023 .
  • 2022 PSU cycle: earned at 98% of target; certified January 29, 2025 .

Equity Ownership & Alignment

• Stock ownership guidelines for executives (must reach within 5 years; 50% net new shares retention until compliant; options and unearned PSUs excluded): CEO 5× salary; Bank President 3×; CFO 3×; Other Executive Officers 1× .
• Hedging and pledging: AUB prohibits insider hedging and pledging of company stock (alignment positive, selling-pressure risk reduced) .
• Clawback: All incentive awards subject to AUB’s Incentive Compensation Recovery Policy in the event of a financial restatement; long-term awards are subject to clawback (and the 2025 equity plan reiterates clawback and double-trigger CoC principles) .
• Beneficial ownership disclosure: The 2025 beneficial ownership table lists directors, NEOs, and an aggregate for all directors/executive officers; Ms. Williams is not broken out individually as she is not an NEO .
• Deferred compensation / phantom stock: AUB disclosed six late Form 4 transactions for Ms. Williams in 2023 related to acquisitions of phantom stock from voluntary deferrals under the Deferred Compensation Plan (administrative reporting error noted) .

Employment Terms

• Severance framework: Executives who do not have individual employment agreements are generally covered by AUB’s Executive Severance Plan, which applies to “certain executive officers, including NEOs”; benefits require a release and non-solicitation agreement and are structured as follows :
  • Termination without cause (no change in control): lump sum equal to base salary + prior-year annual bonus prorated to termination date; 12× company-paid health/dental subsidy; 12 months outplacement; accrued obligations .
  • Termination without cause or for good reason within 3 years after a Change in Control (Tier 1 Executives): 2× (base salary + highest annual bonus in past two years); 24× health/dental subsidy; 12 months outplacement; accrued obligations; double-trigger structure . (AUB explicitly identifies certain executives as Tier 1 in disclosures; Ms. Williams’ tier is not specified in the proxy .)
• Equity award treatment on termination/CoC:
  • Time-based restricted stock: full vest on death/disability; when entitled to severance under an employment agreement or the Executive Severance Plan; or certain retirements. Upon CoC, double-trigger vesting if awards are assumed; immediate vesting if not assumed .
  • PSUs: pro rata vesting based on actual performance at cycle end upon death/disability, severance-qualifying terminations, or certain retirements (subject to non-competition conditions in certain instances); upon CoC before period end, target PSUs vest and pay at close if the executive remains employed to the CoC .
• Change-in-control plan design: The 2025 stock plan reaffirms a governance preference for double-trigger acceleration where awards are assumed in a CoC, with flexibility retained by the Compensation Committee .

Performance & Company Context (for incentive alignment)

Say-on-Pay support: 93% shareholder approval in 2024, indicating broad investor alignment with the executive pay program design .

Investment Implications

• Incentive emphasis on returns and efficiency: The MIP focuses on Net Operating Income, Operating ROA, Operating ROTCE, and Efficiency Ratio with a relative-ROTCE modifier; 2024’s 121% corporate payout (after a 1.5x modifier at the 82nd percentile) signals a design that rewards outperformance relative to peers—key for assessing management behavior and sector-relative positioning .
• Long-term alignment trending near target: Relative TSR-based PSU cycles paid at 89% (2021 grant) and 98% (2022 grant), suggesting long-horizon alignment is tracking roughly in line with peers—neither windfall nor chronic underperformance—reducing the risk of perverse incentives .
• Governance and downside protections: Prohibitions on hedging/pledging, robust clawback, and double-trigger CoC equity treatment lower agency and forced-selling risks while preserving flexibility in transactions—supportive for alignment and retention of critical risk talent like the CRO .
• Severance/change-in-control: For executives covered by the Executive Severance Plan, post-CoC benefits are double-triggered and capped at 2× salary+bonus for Tier 1, with health and outplacement support; while Ms. Williams’ tier is not specified in the proxy, the structure suggests balanced retention economics without tax gross-ups (shareholder-friendly) .
• Monitoring items: Ms. Williams’ late Form 4 reporting in 2023 was tied to phantom stock from deferred comp elections (administrative errors noted), indicating use of deferral mechanisms; monitor future equity grant vesting dates (three-year schedules) and any post-merger equity plan changes for potential seasonal selling pressure across the executive bench .