Keith R. Sanders
About Keith R. Sanders
Senior Vice President and Chief Wealth Officer at First United Corporation (FUNC); age 55 as of 2025, employed since August 2002 and appointed Chief Wealth Officer in May 2021 after progressing through trust and investment leadership roles . Under his leadership of wealth, trust and brokerage income rose by $1.1 million in 2024 amid improved markets and growth in customer relationships . Company-level performance in 2024 improved with non-GAAP net income up to $21.0 million (from $18.8 million in 2023), net interest margin expanding to 3.38% (from 3.26%), and efficiency ratio improving; total shareholder returns materially outperformed peers over 1-, 3-, and 5-year horizons .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First United Bank & Trust | Senior Trust Sales Officer | 2002–2005 | Led trust sales; foundation for later wealth leadership |
| First United Bank & Trust | Senior Trust/Investment Sales Manager | 2006–2011 | Managed trust/investment sales; expanded client relationships |
| First United Bank & Trust | First Vice President & Senior Trust Officer | Nov 2011–May 2013 | Elevated trust platform leadership |
| First United Bank & Trust | Senior Vice President & Senior Trust Officer | May 2013–May 2021 | Oversaw trust operations; continuity in fiduciary services |
| First United Bank & Trust | Senior Vice President & Chief Wealth Officer | May 2021–Present | Wealth leadership; trust/brokerage income +$1.1M in 2024 on market improvement and relationship growth |
External Roles
No external board seats or disclosed outside positions for Mr. Sanders in FUNC filings .
Fixed Compensation
| Component | Design | Key Details |
|---|---|---|
| Base Salary | Executive-tier (not disclosed for Sanders) | Specific salary figures are disclosed only for named executive officers; Mr. Sanders is not a NEO . |
| Short-Term Incentive (STIP) | Annual cash | Tier I executives (includes Senior Trust/Wealth Officer) have target award equal to 25% of base salary; threshold 12.5%; maximum 37.5% of base salary . |
Performance Compensation
| Metric | Weight | Threshold | Target | Max | Actual 2024 Performance |
|---|---|---|---|---|---|
| Net Income ($MM, hurdle) | All-or-nothing | 10.80 | N/A | N/A | 20.57 |
| Return on Assets (ROA) | 40% | 1.01% | 1.12% | 1.23% | 1.06% |
| Delinquency Ratio | 20% | 0.38% | 0.35% | 0.31% | 0.33% |
| Efficiency Ratio | 20% | 65.00% | 61.84% | 58.62% | 61.31% |
| Individual Goal (exec-specific) | 20% | Exec-specific | Exec-specific | Exec-specific | Exec-specific (for CRO/COO: Operating leverage; for STO/Wealth: Wealth efficiency ratio per plan design) |
| Long-Term Incentive (LTIP) | Design | Performance Goals | Vesting |
|---|---|---|---|
| 2024 Awards (Tier I executives) | 50% time-vesting RSUs; 50% performance RSUs | Relative ROAE and relative TBVPS growth vs fixed peer group of 123 banks | Time RSUs vest ratably over 3 years (start May 16, 2024); Performance RSUs vest at 3 years if goals achieved . |
| 2023 Awards | Same split; EPS & TBVPS (absolute) | EPS and TBVPS over 2023–2025 | Time RSUs vest over 3 years; performance on 3rd anniversary if goals met . |
| 2022 Awards | CEO 1/3 time, 2/3 performance; others 50/50 | EPS and TBVPS over 2022–2024 | Time RSUs over 3 years; performance on 3rd anniversary; performance RSUs did not vest (metrics not met) . |
Clawbacks: All incentive plans include claw-back provisions for accounting restatement and ethics violations; Incentive Compensation Recovery Policy adopted by the Board .
Equity Ownership & Alignment
| Item | Policy / Status |
|---|---|
| Stock Ownership Guidelines | Adopted for executive officers and directors; executives must retain 75% of net shares granted until guideline met. Published multiples specify CEO at 300% of salary and “other named executive officers” at 100% of salary (guidelines exist for executives generally; NEO compliance confirmed) . |
| Pledging / Hedging | No hedging policy adopted for employees/directors; insider trading policy in place . |
| Form of Equity | RSUs (time and performance); no option programs disclosed in recent proxies . |
| Beneficial Ownership | Not individually disclosed for Mr. Sanders (beneficial ownership tables cover directors and NEOs) . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | Not disclosed for Mr. Sanders. NEOs are employed at will with no written employment agreements . |
| Severance / Change-in-Control | FUNC maintains a Change in Control Severance Plan with 2.99x (CEO) and 2.0x (certain NEOs), benefit continuation, accelerated equity; participation is disclosed for NEOs. Mr. Sanders’ participation not disclosed . |
| Deferred Compensation | Executives may participate in the Deferred Compensation Plan; specific participation for Mr. Sanders not disclosed (examples provided for NEOs) . |
| Split-Dollar Life Insurance | Executive beneficiaries receive BOLI-related death benefits during employment; amounts disclosed for NEOs; participation category includes executive officers generally . |
Performance & Track Record (Company context during Sanders’ tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income (non-GAAP, $MM) | 15.06 | 21.00 |
| Net Interest Margin (NIM) | 3.26% | 3.38% |
| Efficiency Ratio (actual, STIP reference) | 65.12% | 61.31% |
| Trust & Brokerage Income change vs prior year ($MM) | N/A | +1.10 |
| Total Shareholder Return (TSR) | 1-Year | 3-Year | 5-Year |
|---|---|---|---|
| First United Corporation | 70.1% | 69.9% | 98.4% |
| S&P US Small Cap Banks | 32.4% | 8.2% | 63.4% |
| 2024 Proxy Peers | 23.8% | 9.9% | 35.0% |
Compensation Structure Analysis
- STIP ties 80% to corporate metrics (ROA, efficiency, delinquency) and 20% to role-specific objectives (for STO/Wealth: wealth efficiency), with an “all-or-nothing” net income hurdle; Tier I targets at 25% of salary, capping at 150% to curb risk-taking .
- LTIP shifted in 2024 from EPS/TBVPS to relative ROAE and TBVPS vs a fixed peer group, improving alignment with shareholder value and peer-relative performance; prior 2022 performance RSUs did not vest, reflecting strict targets and reduced windfall risk .
- Board-level controls include an Incentive Compensation Recovery Policy and independent compensation consultant (Aon) to benchmark and calibrate pay versus peers .
Risk Indicators & Red Flags
- No hedging policy for employees/directors (governance gap versus common best practice) despite having insider trading and clawback policies .
- Performance RSUs from 2021/2022 cycles did not vest, mitigating immediate insider selling pressure but indicating stringent long-term performance hurdles .
- Related-party transactions are reviewed under formal policies; none highlighted involving Mr. Sanders .
Equity Ownership & Alignment (Skin-in-the-game)
- Executives subject to stock ownership and share retention guidelines; NEOs compliant at time of proxy; individual ownership for Mr. Sanders not disclosed in beneficial ownership tables (which cover directors and NEOs) .
Employment & Contracts (Retention risk)
- At-will employment for NEOs; severance and change-in-control economics disclosed for NEOs only. No explicit employment contract, severance agreement, or SERP participation disclosed for Mr. Sanders; Deferred Compensation participation is permitted for selected executives but not specified for Mr. Sanders .
Investment Implications
- Incentive design limits excessive risk: STIP capped metrics with hurdle, clawbacks, and role-specific goals (wealth efficiency for Sanders) point to balanced growth and asset-quality focus; 2024 corporate metrics met/improved (ROA, delinquency, efficiency), supporting cash incentive realizations without over-leverage .
- Equity alignment strengthened with 2024 LTIP’s peer-relative ROAE/TBVPS; prior non-vesting of performance RSUs reduces near-term selling pressure, while ongoing time-vesting RSUs support retention in wealth leadership .
- Outperformance in TSR versus peers underscores value creation during Sanders’ period in senior wealth leadership; trust/brokerage income growth indicates operational execution in his domain. However, absence of an explicit hedging prohibition remains a governance gap to monitor for alignment risk .