Business Context and Reporting Period
This Form 8-K Current Report, dated February 23, 2026, pertains to Atlantic Union Bankshares Corp (AUB), the parent company of Atlantic Union Bank. The filing discloses significant executive leadership changes regarding the Chief Financial Officer (CFO) position, effective April 13, 2026.
Key Financial Metrics and Compensation
The filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. Instead, it details the compensation structure for the incoming CFO, Alexander D. Dodd, and the outgoing CFO, Robert M. Gorman.
- Mr. Dodd Base Salary: $590,000 annually (minimum).
- Mr. Dodd Sign-on Cash Bonus: $500,000 (50% paid after 30 days, 50% after one year).
- Mr. Dodd Equity Awards: Restricted stock valued at approximately $600,000 and performance-based stock units with a target value of approximately $300,000.
- Mr. Dodd Wellness Allowance: Up to $15,000 per calendar year.
- Mr. Gorman Consulting Fee: $600,000 annually (paid monthly) during the consulting period starting October 1, 2026.
- Relocation Costs for Mr. Dodd: Includes up to $20,000 for moving goods, a $10,000 moving allowance, and reimbursement of realtor fees up to 5% of the home sale price.
Material Changes Versus Prior Period
The primary material change is the transition of the CFO role:
- Departure: Robert M. Gorman will retire as CFO effective April 13, 2026. He will serve as Executive Vice President and Senior Financial Advisor until September 30, 2026, followed by a one-year non-employee consulting role through September 30, 2027.
- Appointment: Alexander D. Dodd is appointed Executive Vice President and CFO effective April 13, 2026. Mr. Dodd brings nearly 20 years of experience from TD Bank Group.
Guidance, Outlook, Risks, and Unusual Items
The filing contains no financial guidance, outlook, or discussion of general business risks. It focuses on contractual obligations and severance contingencies:
- Severance for Mr. Dodd: In the event of termination without "Cause" or resignation for "Good Reason," Mr. Dodd is entitled to two years of base salary plus 24 months of health coverage contributions. Non-renewal of the agreement triggers one year of base salary plus 12 months of health coverage.
- Change in Control: A Management Continuity Agreement ensures Mr. Dodd remains employed for two years post-Change in Control. Termination during this period (other than for Cause/Disability) triggers a lump sum equal to two times the sum of base salary plus the highest annual bonus of the prior two years.
- Clawback Provisions: Both the Employment and Management Continuity Agreements include clawback provisions subject to the Company's Compensatory Recovery Policy and applicable laws.
- Repayment Obligations: Mr. Dodd must repay 100% of the sign-on bonus and relocation costs if he voluntarily resigns within the first year; 50% of the bonus and 50% of relocation costs if he resigns in the second year.
Important Facts for Investor Verification
- Verify the exact effective date of the CFO transition (April 13, 2026) and the duration of Mr. Gorman's consulting arrangement.
- Review the specific financial metrics tied to Mr. Dodd's performance-based stock units, which vest over a three-year period ending December 31, 2028.
- Confirm the total potential cash outlay for severance in a Change in Control scenario, which includes a multiplier of two times the sum of base salary and prior bonuses.
- Note that the filing does not provide updated financial performance data for the company; investors should refer to the most recent 10-K or 10-Q for operational metrics.