Robert L. Fisher, II
About Robert L. Fisher, II
Robert L. Fisher, II is Senior Vice President and Chief Revenue Officer at First United Corporation; he has been employed by the Corporation since September 2013 and has more than 20 years of banking experience, largely in commercial banking (prior roles include SVP of Commercial Banking, Managing Director of Commercial Banking, and Regional President at a large Mid-Atlantic regional bank, 2001–2013) . He is 56 years old . Company performance during 2024 featured net income of $21.0 million (non-GAAP) and a 1-year TSR of 70.1%, with 3-year TSR of 69.9% and 5-year TSR of 98.4% through 2/28/2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Large regional bank (Mid-Atlantic) | SVP, Commercial Banking; Managing Director, Commercial Banking; Regional President | 2001–2013 | Senior commercial banking leadership roles across the region |
External Roles
No external directorships or outside roles for Mr. Fisher are disclosed in the filing .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 286,676 | 295,448 |
| Stock Awards – Total Fair Value ($) | 57,612 | 57,335 |
| • Time-vesting RSUs ($) | 28,806 | 28,666 |
| • Performance-vesting RSUs ($) | 28,806 | 28,666 |
| All Other Compensation ($) | 14,483 | 12,702 |
| Total Compensation ($) | 380,272 | 463,781 |
Notes:
- All Other Compensation in 2024 includes life/disability premiums ($1,325) and 401(k) match ($11,377) .
- Mr. Fisher also received employer-owned automobile use .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
| Component | Weight | Threshold | Target | Maximum | Actual 2024 | Fisher Payout ($) |
|---|---|---|---|---|---|---|
| Net Income Hurdle (All-or-nothing) | N/A | $10.80m | N/A | N/A | $20.57m | Enabled STIP |
| ROA | 40% | 1.01% | 1.12% | 1.23% | 1.06% | 22,226 |
| Delinquency | 20% | 0.38% | 0.35% | 0.31% | 0.33% | 19,100 |
| Efficiency Ratio | 20% | 65.00% | 61.84% | 58.62% | 61.31% | 16,538 |
| Individual Goal | 20% | — | — | — | Operating leverage actual: 5.46% | 12,328 |
| STIP Target Opportunity (% Salary) | — | — | — | — | — | 25% of base salary target; $76,701 target |
| Total STIP Paid ($) | — | — | — | — | — | 70,192 (92% of target) |
2024 ROAE Cash Award (3-year relative ROAE vs peer group)
| Award Parameter | Fisher |
|---|---|
| Target (% of Salary) | 10% |
| Target Payout ($) | 28,104 |
| Threshold Payout ($) | 14,052 |
| Actual Peer-relative ROAE Percentile | 81st percentile (Company ROAE 13.57% over 3 yrs) |
| Actual Payout ($) | 28,104 |
LTIP Design and Vesting
- 2022 LTIP: Time-vesting RSUs vest ratably 3/9/2022–3/9/2025; performance RSUs tied to 3-year EPS and TBVPS targets did not pay out (metrics not met) .
- 2023 LTIP: Time-vesting RSUs vest ratably 3/15/2023–3/15/2026; performance RSUs tied to 3-year EPS and TBVPS measured 1/1/2023–12/31/2025 with 50%–150% payout range; vest on 3rd anniversary if metrics achieved .
- 2024 LTIP: Time-vesting RSUs vest ratably 5/16/2024–5/16/2027; performance RSUs split 50% ROAE and 50% TBVPS growth relative to a closed 123-bank peer index, payout 50%–150% of target; vest on 3rd anniversary if metrics achieved .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert L. Fisher, II | 13,779 | <1% | Includes 2,943 phantom shares in Deferred Compensation plan |
Outstanding Equity Awards at FY-end (12/31/2024)
| Grant Date | Award Type | Unvested Units | Market Value ($) |
|---|---|---|---|
| 3/9/2022 | Time-vesting RSUs | 428 | 14,428 |
| 3/15/2023 | Time-vesting RSUs | 1,052 | 35,463 |
| 3/15/2023 | Performance-vesting RSUs (EPS/TBVPS, vest 2026) | 1,578 (assume target) | 53,194 |
| 5/12/2024 | Time-vesting RSUs | 1,287 | 43,385 |
| 5/12/2024 | Performance-vesting RSUs (ROAE/TBVPS, vest 2027) | 1,287 (assume target) | 43,385 |
- Stock ownership guidelines: Named executives must own stock equal to 100% of base salary; executives were in compliance as of the proxy date. Executives must retain 75% of net shares until guidelines met .
- Hedging/Pledging: The Corporation has not adopted a policy regarding employee hedging transactions; no pledging by Mr. Fisher is disclosed .
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreement | At-will; no written employment agreement |
| 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 |
| Severance Multiple | 2.0x Final Pay (salary rate immediately prior to termination) |
| Equity Vesting | Immediate vesting of all equity awards upon qualifying CIC termination |
| Benefit Continuation | Monthly cash payment equal to employer share of medical/dental premiums for 24 months; plus up to 12 months outplacement |
| 280G Cap | Aggregate benefits capped at 2.99x base period compensation |
| Estimated CIC Package (12/31/2024) | Cash $590,896; Benefits $40,165; Equity $189,855; Deferred Comp vested $403,142; Total $1,224,058 |
| Clawback | Incentive Compensation Recovery Policy; all incentive plans include restatement and ethics clawbacks |
| Deferred Compensation (DC Agreement) | Corporation contributes 15% of base salary in profitable years; 2024 credit $44,307; 2023 credit $43,001 |
| DC Vesting & Covenants | Vests on normal retirement, CIC+Trigger, disability, 2 years post-award, or death; forfeiture for Cause; post-termination covenants: 3-year non-compete, confidentiality, and up to 6 hours/month transition services for 12 months (non-compete/transition waived on CIC+Trigger except confidentiality) with 10% interest clawback if breached |
| Pension/SERP | Mr. Fisher does not participate in Defined Benefit Pension or SERP; participates in Defined Contribution Agreement |
Compensation Structure Analysis
- Pay mix shows balanced cash and equity; 2024 increases driven by STIP (from $21,501 in 2023 to $70,192 in 2024) and ROAE cash award ($28,104) on top of stable LTIP grant values ($57,335 in 2024 vs $57,612 in 2023) .
- LTIP shifted to relative ROAE/TBVPS metrics in 2024, increasing alignment with peer-relative value creation, while 2022 performance RSUs did not vest due to unmet EPS/TBVPS goals (discipline on performance payouts) .
- STIP emphasizes multi-metric risk control (ROA, delinquency, efficiency with net income hurdle), limiting excessive risk-taking; Mr. Fisher earned 92% of target in 2024 .
Equity Ownership & Alignment Notes
- Beneficial ownership is modest (<1% of shares outstanding), but Fisher holds unvested RSUs and phantom stock, and meets the 100% salary ownership guideline with mandated 75% net-share retention until compliance, supporting alignment .
- No pledging disclosed; the absence of a hedging policy may be a governance consideration for alignment .
Performance & Track Record
- Company 1-year TSR 70.1%, 3-year 69.9%, 5-year 98.4% through 2/28/2025; net income rose to $21.0 million (non-GAAP), with higher NIM (3.38%), and STIP targets substantially achieved (ROA, delinquency, efficiency) .
- 2022 LTIP performance metrics were not met (no payout), indicating rigor in long-term hurdle setting .
Investment Implications
- Pay-for-performance alignment is evident: STIP payouts tied to ROA, credit quality, efficiency, and net income hurdle; 2022 LTIP performance award forfeiture underscores payout discipline .
- Retention risk appears moderate: meaningful unvested RSUs across 2023–2026 cycles and a double-trigger CIC severance (2.0x pay, 24 months benefits, equity acceleration) support retention through vesting periods .
- Ownership alignment is adequate via guidelines and phantom stock, but direct ownership is <1%; consider monitoring future Form 4 activity around vest dates (2025–2027) for selling pressure signals .
- Governance note: absence of an employee hedging policy could be improved; robust clawback and incentive recovery policies partially mitigate risk .