Jason B. Rush
About Jason B. Rush
Jason B. Rush is Senior Vice President and Chief Operating Officer of First United Corporation, appointed in January 2017; he has been with the organization since October 1993 and is age 54 . Company performance in 2024 included non-GAAP consolidated net income of $21.0 million (up from $18.8 million in 2023), and 1-year/3-year/5-year total shareholder return of 70.1%/69.9%/98.4%, respectively, positioning incentive outcomes against peer benchmarks . The Corporation’s net interest margin rose to 3.38% from 3.26% YoY, with assets reaching $2.0B; these results underpin short-term and long-term incentive plan payouts and vesting determinations for executives including Rush .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First United Bank & Trust | Senior Vice President & Chief Operating Officer | Jan 2017–present | Oversees operations; previously CRO and Director of Operations/Support, aligning risk and operational efficiency |
| First United Bank & Trust | Senior Vice President & Chief Risk Officer; Director of Operations & Support | 2006–2017 | Built enterprise risk and operations capabilities through financial crisis and recovery periods |
| First United Bank & Trust | Vice President & Regional/Community Office Manager; Director of Operations & Support | 2005–2006 | Regional leadership and operational management |
| First United Bank & Trust | Vice President & Community Office Manager/Manager of Cash Management | 2004–2004 | Branch leadership and cash management processes |
| First United Bank & Trust | Assistant Vice President & Community Office Manager | 2001–2004 | Retail franchise leadership |
| First United Bank & Trust | Community Office Manager | 1998–2001 | Local market execution |
| First United Bank & Trust | Customer Service Officer | 1997–1998 | Front-line customer operations |
| First United Bank & Trust | Assistant Compliance Officer | 1995–1997 | Compliance foundation for later risk roles |
| First United Bank & Trust | Management Trainee | 1993–1995 | Early-career training across bank functions |
External Roles
No external board or director roles are disclosed in the proxy biography for Rush; the executive profile lists internal roles only .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $287,500 | $304,500 |
| All Other Compensation ($) | $12,803 | $12,673 |
- All other compensation includes insurance premiums (BOLI-related, group life, long-term disability) and 401(k) matching; Rush’s insurance premiums were $1,255 and matching contributions $11,418 in 2024 .
Performance Compensation
2024 Short-Term Incentive Plan (STIP) — structure and outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout ($) |
|---|---|---|---|---|---|---|
| Net Income (hurdle, all-or-nothing) | N/A | $10.80M | N/A | N/A | $20.57M | Enables STIP payout |
| Return on Assets (ROA) | 40% | 1.01% | 1.12% | 1.23% | 1.06% | $22,473 |
| Delinquency Ratio | 20% | 0.38% | 0.35% | 0.31% | 0.33% | $19,313 |
| Efficiency Ratio | 20% | 65.00% | 61.84% | 58.62% | 61.31% | $16,722 |
| Individual Goal | 20% | N/A | N/A | N/A | Achieved | $12,465 |
| Total STIP Paid to Rush | — | — | Target $77,250 | — | — | $70,972 (92% of target) |
- Target opportunity: 25% of base salary ($77,250) for Rush; payout approved March 5, 2025 .
2024 ROAE Awards (nonequity cash)
| Award Basis | Threshold (25th percentile) | Target (50th percentile) | Rush 2024 Payout |
|---|---|---|---|
| ROAE vs custom peer index (3-year avg to 12/31/2024) | 50% of award | 100% of award | $25,750 |
- Committee determined target payment based on Company ROAE of 13.57% (81st percentile vs peer group) .
Long-Term Incentive Plan (LTIP)
| Grant | Component | Target as % of Base | Units Granted | Vesting | Performance Metrics | Payout Range |
|---|---|---|---|---|---|---|
| 2022 | Time-vesting RSUs | 10% (part of 20% total for non-CEO) | N/A (392 unvested at 12/31/2024) | Ratably 3/9/2022–3/9/2025 | N/A | N/A |
| 2022 | Performance-vesting RSUs | 10% (part of 20%) | N/A | 3-year (2022–2024); vest on 3/9/2025 | EPS and TBVPS (threshold/target/max) | 0–150%; actual 0% (metrics not met) |
| 2023 | Time-vesting RSUs | 10% | 1,506 | Ratably 3/15/2023–3/15/2026 | N/A | N/A |
| 2023 | Performance-vesting RSUs | 10% | 1,506 | 3-year (2023–2025); vest 3/15/2026 if achieved | EPS and TBVPS (threshold/target/max) | 0–150% |
| 2024 | Time-vesting RSUs | 10% | 1,282 | Ratably 5/16/2024–5/16/2027 | N/A | N/A |
| 2024 | Performance-vesting RSUs | 10% | 1,282 | 3-year (2024–2026); vest 5/16/2027 if achieved | ROAE and TBVPS growth vs closed peer group; Threshold 25th pct=50%, Target 50th pct=100%, Max 75th pct=150% | 50–150% per component |
- Clawbacks apply to all incentive plans for restatements and injurious conduct; the Board maintains an Incentive Compensation Recovery Policy .
Equity Ownership & Alignment
| Ownership metric | Detail |
|---|---|
| Total beneficial ownership | 21,591 shares; includes 8,504 jointly with spouse; <1% of outstanding |
| Shares outstanding baseline | 6,473,375 shares outstanding at record date (Feb 28, 2025) |
| Stock ownership guidelines | Executives (other than CEO): 100% of base salary; must retain 75% of net shares until guideline met; named executive officers were in compliance as of the proxy date |
| Hedging/pledging | Corporation has not adopted policies restricting employee/director hedging transactions; no specific pledging disclosure noted |
| Section 16 compliance | No delinquent Section 16 filings reported for Rush in 2024 (exceptions were Rodeheaver and Peterson) |
Unvested Equity Detail (as of 12/31/2024)
| Award (Type) | Units Unvested | Market Value ($) |
|---|---|---|
| 2022 Time-vesting RSUs | 392 | $13,214 |
| 2023 Time-vesting RSUs | 1,004 | $33,845 |
| 2024 Time-vesting RSUs | 1,291 | $43,520 |
| 2023 Performance RSUs (target assumed) | 1,506 | $50,767 |
| 2024 Performance RSUs (target assumed) | 1,291 | $43,520 |
- Market values use $33.71 per share closing price at 12/31/2024 .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | At-will; no written employment contract |
| Change-in-control severance | Double-trigger: termination without Cause or for Good Reason within 90 days before to 1 year after a Change in Control; cash = 2.0× Final Pay for Rush; immediate vesting of equity awards; 24 months medical/dental premium equivalent; up to 12 months outplacement; subject to 280G cap |
| Severance agreement term | One-year term with automatic annual renewals unless notice; terminates at end of protection period |
| SERP participation | Defined Benefit SERP: targeted 65% of Final Pay with offsets (Pension Plan and 50% of Social Security); vesting and forms of payment per plan terms |
| SERP conditions | 3-year non-compete post-separation (unless CoC + Triggering Event), confidentiality, and up to 6 hours/month consulting for 12 months; breach requires repayment with 10% interest; benefits forfeited for Cause |
| Deferred Compensation Plan | Eligible to participate; distributions per elections; change-in-control accelerates lump sum |
Potential Payments (illustrative as of 12/31/2024)
| Scenario | Severance Cash ($) | Benefit Continuation ($) | SERP ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control/Disability/Involuntary without Cause/Voluntary for Good Reason | $609,000 | $1,644 | $1,062,575 | $184,866 | $1,858,085 |
| Death | $0 | $0 | $1,062,575 | $184,866 | $1,272,441 |
| Voluntary without Good Reason | $0 | $0 | $1,062,575 | $0 | $1,062,575 |
Investment Implications
- Pay-for-performance calibration: 2024 STIP paid at ~92% of target for Rush on measured ROA, delinquency, and efficiency improvements, with an enabling net income hurdle met; this aligns cash incentives to core profitability/asset quality levers .
- Long-term alignment vs execution risk: 2022 performance RSUs paid 0% (EPS/TBVPS goals not met), while 2024 ROAE Awards paid at target given 81st percentile ROAE, indicating strong profitability momentum but prior long-term metrics shortfall; upcoming 2023–2026 and 2024–2027 performance cycles add forward execution risk .
- Ownership and selling pressure: Rush’s direct beneficial ownership is modest (<1%); unvested RSUs will vest ratably through March 2026 and May 2027, creating periodic delivery of shares; stock ownership guidelines require 100% of salary value and retention of 75% of net shares until guideline met (executives are currently in compliance) .
- Contractual protections and retention: Double-trigger severance of 2.0× Final Pay plus accelerated vesting under change-in-control supports retention but represents potential transaction costs; SERP non-compete and consulting requirements add post-separation constraints and clawback protections .
- Governance signals: Robust clawback policy is positive; lack of a hedging prohibition policy is a potential alignment red flag for sophisticated investors assessing insider risk management practices .
Net takeaway: Compensation design ties a majority of variable pay to profitability, asset quality, efficiency, and ROAE/TBVPS relative performance, with meaningful clawbacks and double-trigger severance. Monitor LTIP metric attainment in 2025–2027 cycles and periodic RSU vesting as potential supply events, alongside continued ROAE outperformance sustaining cash awards.