Carissa L. Rodeheaver
About Carissa L. Rodeheaver
Carissa L. Rodeheaver is Chairman of the Board, President, and CEO of First United Corporation and First United Bank & Trust; President since November 2012 and Chairman/CEO since January 1, 2016. She is a Certified Public Accountant and has served in finance and trust roles at the Bank since 1992, including CFO from 2006–2015; she is 59 years old and has been a director since November 2012 . Performance under her leadership in 2024 included net income rising to $21.0 million (non-GAAP) from $18.8 million in 2023, net interest margin improving to 3.38% from 3.26%, and book value per share increasing to $27.71; 5-year TSR was 98.4% versus 63.4% for S&P US Small Cap Banks and 35.0% for proxy peers, with 1-year TSR at 70.1% . The Board’s bylaws combine CEO and Chair roles but appoint an Independent Lead Director with defined oversight powers to mitigate independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First United Corporation | Chairman & CEO | 2016–present | Unified leadership, strategy, and oversight; enhanced governance with Lead Independent Director framework |
| First United Corporation | President | Nov 2012–present | Led multi-year operating discipline, margin improvement, asset growth |
| First United Corporation & Bank | Chief Financial Officer | Jan 2006–Dec 2015 | Financial stewardship through cycles; capital and risk management |
| First United Corporation & Bank | Secretary & Treasurer | Dec 2009–Jun 2016 | Corporate governance administration |
| First United Bank & Trust | Executive Vice President | Mar 2008–Nov 2012 | Operational leadership preceding CEO role |
| First United Bank & Trust | VP & Assistant CFO | 2004–2005 | Financial operations |
| First United Bank & Trust | Trust roles (Trust Officer; VP Trust Sales; Trust Sales Manager) | 1992–2004 | Wealth management growth; client relationship development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maryland Bankers Association | Director; Past Chair (completed fourth term) | Multiple terms, latest recently completed | Industry leadership; regulatory and policy engagement |
| American Bankers Association | Treasurer; Board member; Committee Chair; ongoing committee service | Various, ongoing | National banking policy, governance, and committee leadership |
| Garrett College Foundation | Chair of the Board | Current | Community education and development support |
| Garrett Development Corporation | Treasurer | Current | Local economic development oversight |
| UPMC Western Maryland Advisory Board | Advisory Board member | Recently completed term | Regional healthcare strategy input |
| Maryland Physicians Center Audit Committee | Committee member | Recently completed term | Financial oversight and audit governance |
| Rodeheaver Rentals | Owner/operator (with spouse) | Ongoing | Local property operations; disclosure of outside business |
Fixed Compensation
| Year | Base Salary ($) | Target STIP (% of base) | STIP Paid ($) | ROAE Cash Award Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2023 | 429,968 | 35% | 40,847 (paid 2024) | — | 13,424 |
| 2024 | 447,868 | 35% | 144,848 (paid 2025) | 81,299 (target achieved) | 13,953 |
Notes:
- CEO receives no separate director compensation for board service .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 Design and Results
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout Contribution ($) |
|---|---|---|---|---|---|---|
| Net Income performance hurdle (millions) | All-or-nothing | 10.80 | N/A | N/A | 20.57 | Enables payout only if met |
| ROA | 40% | 1.01% | 1.12% | 1.23% | 1.06% | 46,280 |
| Delinquency Ratio | 20% | 0.38% | 0.35% | 0.31% | 0.33% | 37,768 |
| Efficiency Ratio | 20% | 65.00% | 61.84% | 58.62% | 61.31% | 34,432 |
| Individual Goals | 20% | — | — | — | Achieved | 24,369 |
| Total STIP Paid | — | — | — | — | — | 144,848 |
- Plan features a restatement and ethics clawback; awards can be terminated/amended to limit risk .
ROAE Awards – 2024 Outcome
| Basis | Peer Percentile Target | CEO Award Opportunity (% of salary) | Threshold (50%) ($) | Target (100%) ($) | Paid ($) |
|---|---|---|---|---|---|
| 3-year average ROAE vs 123-bank custom peer group | Target at 50th percentile; threshold at 25th percentile | 20% | 40,649 | 81,299 | 81,299 (81st percentile achieved; ROAE 13.57%) |
Long-Term Incentive Plan (LTIP) – Grant Structure and Vesting
| Grant Year | Award Type | Shares Granted (CEO) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| 2022 | Time-vesting RSUs | 619 unvested at YE 2024 | Ratably over 3 years from Mar 9, 2022 | N/A |
| 2022 | Performance-vesting RSUs | — (no payout) | 3-year period 2022–2024 | EPS and TBVPS; not met; no vesting |
| 2023 | Time-vesting RSUs | 2,294 granted | Ratably over 3 years from Mar 15, 2023 | N/A |
| 2023 | Performance-vesting RSUs | 4,588 granted | Vests at 3-year mark if metrics met (Dec 31, 2025) | EPS and TBVPS; threshold/target/max with 50%–150% payout |
| 2024 | Time-vesting RSUs | 1,918 granted | Ratably over 3 years from May 16, 2024 | N/A |
| 2024 | Performance-vesting RSUs | 3,836 granted | Vests at 3-year mark if metrics met (Dec 31, 2026) | Relative ROAE and TBVPS growth vs closed 123-bank peer index; 25th/50th/75th percentile → 50%/100%/150% payout |
- Outstanding CEO equity at 12/31/2024 included 1,530 unvested time RSUs from 2023 and unvested performance RSUs of 4,588 (2023) and 3,862 (2024) valued at $154,661 and $130,188 respectively at $33.71 share price .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % of Outstanding | Ownership Detail |
|---|---|---|---|
| Carissa L. Rodeheaver | 43,199 | <1% | 42,034 joint with spouse; 84 held by spouse for minor child; 911 in 401(k) |
| Stock Ownership Guidelines | Requirement | Compliance Status |
|---|---|---|
| CEO guideline | 300% of base salary; retain 75% of net shares until guideline met | Named executives in compliance as of proxy date |
| Outstanding Unvested Equity (12/31/2024) | Shares | Market Value ($) |
|---|---|---|
| Time RSUs (3/9/2022) | 619 | 20,866 |
| Time RSUs (3/15/2023) | 1,530 | 51,576 |
| Perf RSUs (3/15/2023, target) | 4,588 | 154,661 |
| Time RSUs (5/12/2024) | 1,931 | 65,094 |
| Perf RSUs (5/12/2024, target) | 3,862 | 130,188 |
Additional alignment and risks:
- Hedging policy: the Corporation has not adopted policies restricting director/employee hedging of Company equity, a governance and alignment risk indicator .
- No disclosure of pledged shares in the beneficial ownership footnotes for Ms. Rodeheaver .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | At-will; no written employment contract |
| Severance Plan (Change in Control) | CEO receives 2.99x Final Pay cash, 24 months medical/dental continuation, immediate vesting of equity, up to 12 months outplacement, subject to 280G 2.99x cap; triggers: termination without Cause or for Good Reason within 90 days before to 1 year after a Change in Control (double-trigger) |
| Potential Payments (as of 12/31/2024) | Change in Control/Qualifying Termination: Total estimated $4,863,237 (cash $1,339,125; benefits continuation $27,648; SERP $3,074,079; equity $422,385; split-dollar $0) |
| SERP (Defined Benefit) | Targeted retirement income up to 65% of Final Pay; offsets pension and 50% Social Security; non-compete 3 years post-separation, confidentiality, and consultation up to 6 hours/month for 12 months; clawback at 10% interest for breaches; CIC exceptions to non-compete/consulting |
| Deferred Compensation Plan | Elections to defer salary/bonus; investment options; distribution flexibility; CIC lump-sum; vesting rules for employer credits; CEO eligible |
| Perquisites | Use of employer-owned automobile; insurance benefits comparable to employees |
| Clawbacks | Incentive plans include restatement and ethics clawbacks; Board/Compensation Committee can amend/terminate plans |
Board Governance
- Board roles and committees: Ms. Rodeheaver serves on Asset & Liability, Strategic Planning, and Risk & Compliance committees . She is not independent; nine of ten directors are independent, and all members of Audit, Compensation, and Nominating committees are independent .
- Dual role structure: Bylaws combine CEO and Chair; independence mitigated by a robust Lead Independent Director (currently Brian R. Boal) with agenda approval, executive session leadership, and shareholder engagement responsibilities .
- Board activity and attendance: The Board held 12 meetings in 2024; directors are expected to attend at least 75% of meetings, and all achieved this threshold .
- Director compensation program (context): Non-employee directors receive cash retainers, meeting fees, and fully-vested stock; executives do not receive director fees .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income (non-GAAP) ($mm) | 18.8 | 21.0 |
| Net Interest Margin (%) | 3.26 | 3.38 |
| Book Value/Share ($) | 24.38 | 27.71 |
| TSR – 1-year (%) | — | 70.1 |
| TSR – 3-year (%) | — | 69.9 |
| TSR – 5-year (%) | — | 98.4 |
Highlights:
- Asset growth of $67.2 million to $2.0 billion; gross loans +$74.1 million; deposits +$23.9 million in 2024 .
- Strong TSR outperformance versus peer benchmarks over multiple horizons .
- 2022 performance-vesting RSUs did not vest, indicating discipline in long-term performance criteria .
Risk Indicators & Red Flags
- Hedging: No corporate policy restricting employee/director hedging of Company stock .
- Section 16(a): One late Form 4 filing by Ms. Rodeheaver in 2024 related to a stock purchase .
- Related party transactions: Routine related-party banking relationships; unrelated-party printing vendor owned by a director with oversight controls; no red flags tied to Ms. Rodeheaver disclosed .
- Governance: Combined Chair/CEO role balanced by an empowered Lead Independent Director .
Compensation Peer Group (Benchmarking)
- 2024 proxy peers: 20 banks (mid-Atlantic/Northeast; assets $900M–$3.0B; NI mix 15%–40%; non-top-20 MSAs; LTM ROAE >0%) used to calibrate compensation and performance .
- LTIP 2024 performance metrics benchmarked to a closed 123-bank peer index for relative ROAE and TBVPS growth .
Equity Ownership & Vesting Pressure Windows
- Time-vesting RSUs vest annually around Mar 15 (2023 grant) and May 16 (2024 grant), which can create periodic share delivery and tax-withholding events that may result in Form 4 activity near these dates; performance RSUs may vest at third anniversaries if metrics are met .
- Beneficial ownership indicates meaningful alignment through direct/joint holdings; no pledged shares indicated in footnotes . Absence of a corporate hedging prohibition is an alignment risk factor .
Director Service Details
- Board service since Nov 2012; committees: Asset & Liability, Strategic Planning, Risk & Compliance .
- Independence: Not independent as CEO/Chair; Lead Independent Director program in place .
- Attendance: ≥75% attendance for all directors in 2024; Board met 12 times .
- Director compensation: Executives do not receive separate director compensation .
Investment Implications
- Pay-for-performance alignment: STIP and ROAE awards tied to ROA, asset quality, efficiency, and peer-relative ROAE; 2024 payouts reflect solid operating performance and peer-relative outperformance, while 2022 performance RSUs did not vest—indicating disciplined long-term hurdles .
- Retention and severance economics: Robust CIC severance (2.99x cash plus equity acceleration) and a significant SERP create retention incentives but also substantial change-in-control costs; non-compete and consulting covenants strengthen post-separation protections except under CIC .
- Ownership alignment: CEO meets ownership guidelines and holds a mix of direct/joint shares plus unvested RSUs; however, absence of a hedging prohibition is a governance red flag that could dilute alignment if hedging occurs .
- Trading signals: Annual vesting dates around mid-March and mid-May may correlate with Form 4 share deliveries/withholding; monitor insider filings around these windows. Late Form 4 in 2024 appears isolated but worth tracking for process discipline .
- Dual-role governance: Combined Chair/CEO persists by bylaw; mitigations include an empowered Lead Independent Director and majority-independent Board; investors should assess continued efficacy of independent oversight and executive sessions .