Atlantic Union Bankshares Corp 8-K

What Happened

• Atlantic Union Bankshares (AUB) announced that Alexander D. Dodd will be Executive Vice President and Chief Financial Officer of the company and Atlantic Union Bank, effective April 13, 2026. Current CFO Robert M. Gorman will retire as CFO on that Transition Date, remain employed through September 30, 2026 to assist the handover, and then serve as a paid non-employee consultant from October 1, 2026 through September 30, 2027.

Key Details

• Base salary and term: Dodd’s initial/minimum annual base salary is $590,000; his employment term runs through Dec 31, 2027 and automatically renews annually unless non-renewed.
• Sign-on and equity: Dodd will receive a $500,000 one-time sign-on cash bonus (50% after 30 days, 50% after one year, with clawback if he leaves early) and equity awards with market value ≈ $600,000 in restricted shares (vesting 1/3 annually over 3 years) plus ≈ $300,000 in performance-based stock units that vest based on 3-year financial metrics (performance period ends 12/31/2028).
• Severance and change-in-control: If AUB terminates Dodd without “Cause” or he leaves for “Good Reason,” he is eligible for two years’ base salary and 24 months of employer health contributions (payable on release); non-renewal triggers one year’s base salary. Under a Change in Control, Dodd has a 2‑year employment guarantee and enhanced severance (including a lump sum equal to two times base salary plus highest annual bonus of the prior two years, plus health contributions).
• Relocation and Gorman consulting: A relocation package covers moving costs (up to $20,000), $10,000 lump-sum allowance, temporary housing up to $3,000/month for six months, and realtor/closing reimbursements (with prorated repayment if Dodd departs within 1–3 years). Gorman will be paid a consulting fee equal to $600,000/year (paid monthly) during the consulting period; Atlantic Union will reimburse reasonable consulting expenses.

Why It Matters

• This 8-K informs investors about a planned CFO transition (effective April 13, 2026) and the related compensation and retention arrangements that could affect AUB’s expense profile and governance continuity. The agreements include significant up-front and potential severance payments (sign-on cash, equity grants, and multi-year severance/change-in-control protections) designed to secure a finance leader with industry experience while ensuring a multi-month handover from the outgoing CFO. Investors should note the timing, upfront cash and equity commitments, and potential future cash outflows tied to severance or consulting payments.