Tonya K. Sturm
About Tonya K. Sturm
Senior Vice President, Chief Financial Officer, Secretary and Treasurer of First United Corporation and First United Bank & Trust; CFO since January 2016, SVP since June 2016, Secretary/Treasurer since May 2016. Age 58; elected annually by the Board and holds office at its pleasure, with prior roles across audit, credit, accounting, finance, and controller functions dating back to 1996 . During her CFO tenure, corporate performance improved in 2024 with non-GAAP net income of $21.0 million and 5-year TSR of 98.4%, outpacing S&P US Small Cap Banks and proxy peers . As an executive officer, she is covered by the Corporation’s insider trading, luxury expenditure, and incentive compensation recovery (clawback) policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First United Corporation & First United Bank & Trust | Senior Vice President | Since Jun 2016 | Executive leadership across finance; supports long-term strategy and governance |
| First United Corporation & First United Bank & Trust | Chief Financial Officer | Since Jan 2016 | Led finance, reporting, capital, ALM; contributed to margin improvement and earnings growth in 2024 |
| First United Corporation & First United Bank & Trust | Secretary & Treasurer | Since May 2016 | Corporate Secretary responsibilities; governance, disclosures; signed 2025 8‑K |
| First United Bank & Trust | Vice President & Director of Finance | Jun 2006–Aug 2008 | Built finance processes and controls |
| First United Bank & Trust | Finance Manager | Jan 2004–May 2006 | Managed finance operations |
| First United Bank & Trust | Senior Staff Accountant | Jun 2002–Dec 2003 | Advanced accounting responsibilities |
| First United Bank & Trust | Staff Accountant | Apr 1999–May 2002 | Core accounting responsibilities |
| First United Bank & Trust | Credit Analyst | Jun 1998–Mar 1999 | Credit underwriting/analysis |
| First United Bank & Trust | Staff Auditor | Jul 1996–Jun 1998 | Internal audit foundation |
| First United Corporation & First United Bank & Trust | Controller | Since Sep 2008 (prior to CFO) | Financial reporting and controls; prepared for CFO role |
Fixed Compensation
- The corporation is a smaller reporting company; named executive officer (NEO) tables for 2024 and 2023 do not include the CFO, and thus her base salary, target bonus %, and actual payouts are not individually disclosed. Executive compensation is governed by a performance-oriented philosophy overseen by the Compensation Committee, with use of an independent consultant (Aon) and clawback provisions on incentive plans . Executives receive broad-based benefits available to all eligible employees (health, dental, vision, LTD, group term life) .
Performance Compensation
Short-Term Incentive Plan (STIP) Design and 2024 Outcomes
- Executives are eligible for annual cash incentives under STIP with four performance categories (ROA, Delinquency, Efficiency Ratio, Individual goals) and an all-or-nothing net income hurdle; payouts are weighted (80% corporate, 20% individual), with 50%/100%/150% of target for threshold/target/maximum .
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 Performance |
|---|---|---|---|---|---|
| Net Income (millions) – Hurdle | N/A | $10.80 | N/A | N/A | $20.57 |
| ROA | 40% | 1.01% | 1.12% | 1.23% | 1.06% |
| Delinquency | 20% | 0.38% | 0.35% | 0.31% | 0.33% |
| Efficiency Ratio | 20% | 65.00% | 61.84% | 58.62% | 61.31% |
| Individual Goal | 20% | N/A | N/A | N/A | As approved per role |
- CFO-specific STIP target opportunity is not disclosed in NEO tables for 2024; however, the plan applies to executives including the CFO . All incentive plans include clawback and ethics provisions (restatement and misconduct triggers) .
Long-Term Incentive Plan (LTIP) Structure
- LTIP grants RSUs and performance-vesting RSUs to executives under the 2018 Equity Plan. In 2024, CEO awards equaled 30% of base salary and other executives 20%, split between time-vesting and performance-vesting RSUs; performance goals are relative ROAE and TBVPS growth versus a closed peer index of 123 banks (12-quarter measurement), vesting after three years if employed at vest date .
| 2024 LTIP Component | Performance Goal | Peer Benchmark | Threshold (Payout) | Target (Payout) | Maximum (Payout) |
|---|---|---|---|---|---|
| Performance RSU (50% of payout) | Relative ROAE | 123-bank peer index | 25th percentile (50%) | 50th percentile (100%) | 75th percentile (150%) |
| Performance RSU (50% of payout) | Relative TBVPS Growth | 123-bank peer index | 25th percentile (50%) | 50th percentile (100%) | 75th percentile (150%) |
- 2022 performance RSUs (EPS and TBVPS goals) did not meet thresholds and paid zero for participants; underscores pay-for-performance rigor . CFO’s individual LTIP grant amounts are not disclosed in NEO tables for 2024/2023.
Equity Ownership & Alignment
- Stock ownership guidelines: CEO at 300% of base salary; executive officers (including non-CEO) at 100% of base salary; directors at $100,000. Executives must retain 75% of net shares until guidelines are met; directors must retain 100% . Hedging policy: Corporation has not adopted employee hedging/derivatives policies; Insider Trading Policy governs insider compliance; Incentive Compensation Recovery Policy in place .
Employment Terms
- Executive officers are elected annually and hold office at the Board’s pleasure (no fixed term) . Named executive officers are at-will and not party to written employment agreements; First United maintains a Change in Control Severance Plan for certain executives (including NEOs): cash multiple (CEO 2.99x Final Pay; others 2.0x), immediate vesting of equity, 24 months of medical/dental coverage, and outplacement (subject to 280G cutback) during the protection period (90 days before to 1 year after a change in control) . Participation specifics for the CFO are not disclosed in the proxy NEO section.
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income (non-GAAP, $MM) | $18.8 | $21.0 |
| Net Interest Margin | 3.26% | 3.38% |
| Net Interest Income (FTE, $MM YoY Δ) | −$1.1 (2023 vs 2022) | +$2.7 (2024 vs 2023) |
| Other Operating Income ($MM YoY Δ) | −$3.6 (2023 vs 2022) | +$5.4 (2024 vs 2023) |
| TSR | 1-Year | 3-Year | 5-Year |
|---|---|---|---|
| First United | 70.1% | 69.9% | 98.4% |
| S&P US Small Cap Banks | 32.4% | 8.2% | 63.4% |
| Proxy Peers | 23.8% | 9.9% | 35.0% |
- Management succession: On Nov 14, 2025, the company announced CEO Carissa Rodeheaver’s planned retirement in May 2026 and appointment of Jason Rush as President & CEO effective Jan 1, 2026; the 8‑K was signed by Tonya K. Sturm, CFO .
Risk Indicators & Red Flags
- Clawback policy adopted; incentive plan ethics provisions; no hedging policy for employees (hedging transactions not prohibited) .
- Related party transactions are governed by Audit Committee review policies; no Section 16(a) filing issues disclosed for Sturm in 2024 (late filings noted for CEO and another officer) .
Compensation Peer Group & Governance
- Peer group used for compensation decisions (20 banks) with regional and size constraints; STIP and LTIP targets anchored to budget and long-term goals, with discretion for extraordinary items . Independent consultant (Aon) engaged; independence affirmed . Say-on-pay submitted annually (2024/2025 agenda); specific vote outcomes not provided in the proxies reviewed .
Investment Implications
- Incentive architecture is disciplined: multi-metric STIP with net income hurdle and capped payouts, plus rigorous three-year relative LTIP goals—2022 performance RSUs paid zero, reinforcing contingent pay and alignment with long-term performance . Stock ownership guidelines drive executive skin-in-the-game; clawback and recovery policies mitigate misconduct risk . From a trading signal perspective, absence of disclosed CFO-specific grant sizes and insider transactions limits visibility on near-term selling pressure; however, the policy framework and 2024 performance momentum (NIM up, net income up, strong TSR) support alignment while succession transition risk (new CEO in 2026) should be monitored for potential changes in incentive mix or targets .