ATLANTIC UNION BANKSHARES CORP (AUB)
Sector: Financials
2026 Annual Meeting Analysis
ATLANTIC UNION BANKSHARES CORP · Meeting: May 5, 2026
Directors FOR
16
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director joined in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding, attendance, independence, or qualification concerns identified.
Director joined in 2024 and is exempt from the TSR trigger under the 24-month new-director exemption; serves on one other public company board (Precigen), well within the overboarding limit, and no other disqualifying concerns identified.
AUB's 3-year total shareholder return of +10.7% trails the compensation peer group median of +49.5% by 38.8 percentage points, which exceeds the 35-point trigger threshold for low-positive absolute TSR; however, applying the 5-year mitigant, AUB's 5-year return of +7.3% trails the peer 5-year median of +27.5% by only 20.2 percentage points, which falls below the 35-point threshold, indicating the underperformance is more recent rather than sustained — the 5-year mitigant downgrades the vote from AGAINST to FOR.
Director joined in 2022 and has been on the board for the full 3-year underperformance period; AUB's 3-year TSR trails the peer median by 38.8pp (above the 35pp trigger), but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; serves on two other public company boards, within the limit, and no other concerns.
Director joined in 2019 and has been on the board throughout the 3-year underperformance period; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; no overboarding or other concerns.
Director joined in 2023 and his tenure covers less than half of the 3-year underperformance period, providing meaningful mitigating context; no overboarding, attendance, or other disqualifying concerns identified.
Director joined in 2023 and his tenure covers less than half of the 3-year underperformance period, providing meaningful mitigating context; no overboarding, attendance, or other disqualifying concerns identified.
Long-tenured director since 2004; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, indicating the underperformance is a more recent development against a longer-term adequate track record, so the vote is downgraded from AGAINST to FOR.
Director joined in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding or other disqualifying concerns identified.
Director joined in 2023 and her tenure covers less than half of the 3-year underperformance period, providing meaningful mitigating context; no overboarding, attendance, or other disqualifying concerns identified.
Director since 2012; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; no overboarding or other concerns.
Director joined in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding or other disqualifying concerns identified.
Director joined in 2024 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding or other disqualifying concerns identified.
Long-tenured Board Chair since 2003; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; no overboarding or other concerns.
Director since 2014; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; no overboarding or other concerns.
Director since 2018; the 3-year TSR gap of 38.8pp exceeds the 35pp trigger, but the 5-year mitigant applies — the 5-year gap of 20.2pp does not exceed the 35pp threshold, so the vote is downgraded from AGAINST to FOR; serves on one other public company board (Armada Hoffler), within the limit.
AUB's 3-year total shareholder return of +10.7% trails its compensation peer group median by 38.8 percentage points, which technically triggers the policy's underperformance threshold for directors with qualifying tenure. However, the 5-year mitigant applies across the board: the 5-year TSR gap of 20.2pp versus the peer median does not exceed the 35pp threshold applicable to low-positive absolute returns, indicating the underperformance is a more recent development rather than a sustained multi-year pattern. Newer directors (those joining in 2023, 2024, or 2025) are either exempt under the 24-month rule or have tenure covering less than half the underperformance period. All 16 nominees receive a FOR vote. The board discloses a skills matrix, all audit and compensation committee members are independent, attendance was 75% or more for all directors in 2025, and no overboarding concerns were identified.
Say on Pay
✓ FORCEO
John C. Asbury
Total Comp
$5,066,713
Prior Support
93%%
The prior year Say on Pay vote received approximately 93% support, well above the 70% threshold that would require a response — no remediation concern arises. CEO total compensation of approximately $5.1 million is reasonable for a $5 billion market cap regional bank CEO and does not appear materially above benchmark for this title, sector, and size. The pay structure is well-designed for performance alignment: at least 60% of the CEO's long-term incentive awards are in performance stock awards tied to relative TSR and return on tangible common equity versus peers over a 3-year period, short-term cash bonuses are tied to measurable financial metrics with a relative performance modifier, and the company maintains a meaningful clawback policy and stock ownership requirements — the overall pay-for-performance framework passes the policy screens.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
11 yrs
Audit Fees
$3,388,000
Non-Audit Fees
$285,409
Non-audit fees (tax services of $285,409 plus audit-related fees of $40,000 totaling $325,409) represent approximately 9.7% of core audit fees of $3,348,000, well below the 50% threshold that would raise independence concerns; EY has served since 2015 (approximately 11 years), comfortably below the 25-year tenure threshold; EY is a Big 4 firm appropriate for a $5 billion market cap bank; and no material financial restatements were identified.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 2
Approval of an Amendment to the Company's Articles of Incorporation to Remove the Supermajority Voting Requirement in Article V Related to the Removal of Directors by Shareholders
This is a board-proposed charter amendment that would reduce the vote required to remove a director for cause from a two-thirds supermajority to a simple majority of outstanding shares — a clear improvement in shareholder rights. Supermajority requirements for director removal entrench incumbent directors and limit shareholders' ability to hold the board accountable; removing this barrier directly improves governance. This is a straightforward pro-shareholder change with no offsetting anti-shareholder provisions, and the board itself is sponsoring it.
Proposal 3
Approval of an Amendment to the Company's Articles of Incorporation to Remove the Supermajority Voting Requirement in Article VII Related to Approval of Certain Amendments to the Articles of Incorporation
This board-proposed charter amendment would eliminate the existing rule that requires an 80% supermajority shareholder vote to amend the articles of incorporation when the board has not approved and recommended the amendment, replacing it with a simple majority standard regardless of board recommendation. Supermajority thresholds for charter amendments that apply when shareholders act without board approval are a significant entrenchment device that can prevent shareholders from making governance changes the board opposes; removing this barrier meaningfully strengthens shareholder rights. This is a clear governance improvement with no offsetting concerns.
Overall Assessment
Atlantic Union Bankshares' 2026 proxy presents a balanced ballot with all five proposals warranting a FOR vote. The two board-proposed charter amendments to eliminate supermajority voting requirements are unambiguous governance improvements that increase shareholder rights; the auditor ratification is straightforward with a Big 4 firm, modest non-audit fees, and reasonable tenure; and the Say on Pay program is well-structured with strong performance conditions, a 93% prior-year approval rate, and compensation levels that appear in line with the company's size and sector.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing