Business Context and Reporting Period
Company: First United Corporation (FUNC)
Filing Type: Form 8-K (Current Report)
Date of Report: March 27, 2025
Reporting Period: This filing reports a specific corporate event occurring on March 27, 2025, rather than a financial reporting period.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
Executive Compensation Amendment: On March 27, 2025, First United Bank & Trust (the wholly-owned subsidiary) and two key executives entered into a First Amendment to their Participation Agreements under the Defined Benefit Supplemental Executive Retirement Plan (SERP):
- Executives Involved: Carissa L. Rodeheaver (Chairman, President, and CEO) and Jason B. Rush (Senior Vice President and COO).
- Amendment Terms: The amendment permits participants to change the distribution form of their defined benefit (e.g., from annuity to lump sum) subject to specific constraints:
- Changes must be made at least 12 months prior to the originally scheduled distribution date.
- The effective date must be at least 12 months following the change.
- Any change must postpone the commencement of distribution for a period of not less than five years from the previous distribution date.
- Interest Accrual: If a lump sum payment is postponed due to a change in form, the amount is determined as of the original commencement date and credited with interest compounded annually at the applicable third segment rate under Section 417(e) of the Internal Revenue Code.
Guidance, Outlook, and Risks
Management Commentary: The filing references the Corporation's definitive proxy statement (Schedule 14A) filed on March 27, 2025, for a full summary of the SERP and Participation Agreements.
Risks and Contingencies: No new risks or contingencies are disclosed in this filing. The document serves to disclose the terms of the amended executive retirement agreements.
Investor Verification Checklist
- Review the 2025 Schedule 14A Proxy Statement for the full text of the SERP and Participation Agreements.
- Examine Exhibit 10.1 attached to this 8-K for the specific legal terms of the First Amendment.
- Verify the 2024 Form 10-K for the original SERP and Participation Agreement terms (filed as Exhibits 10.1 and 10.2).
- Confirm the impact of the five-year postponement requirement on the liquidity and payout timing for the named executives.