Business Context and Reporting Period
This Form 8-K is a current report filed by First United Corporation (FUNC) on March 6, 2026. The filing details revisions to the company's executive compensation plans, specifically the Long-Term Incentive Plan (LTIP) and the Short-Term Incentive Plan (STIP), effective for the 2026 performance period.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. It focuses exclusively on the terms of executive compensation arrangements.
Material Changes and Compensation Revisions
Long-Term Incentive Plan (LTIP)
The Compensation Committee revised the performance goals for performance-vesting Restricted Stock Units (RSUs) granted on March 6, 2026. The three-year performance period ends December 31, 2028. Key changes include:
- Metrics: Goals are now based on Return on Average Equity (ROAE) and Growth in Tangible Book Value per Share (TBVPSG).
- Peer Group: Performance is measured against a custom peer group of 103 publicly-traded banks with assets between $1.0 billion and $4.2 billion (as of Dec 31, 2025).
- Measurement: Goals are defined as percentiles of the peer group's performance rather than absolute targets.
- Payout Structure:
- Threshold (25th Percentile): 25% of award.
- Target (50th Percentile): 50% of award.
- Maximum (75th Percentile): 75% of award.
Short-Term Incentive Plan (STIP)
The Committee revised incentive goals for the 2026 fiscal year for the CEO, CFO, and other named executive officers. Awards are cash-based and paid in 2027.
- Metrics: Return on Average Assets, Efficiency Ratio, Average Delinquencies (% of total loans), and individual performance criteria.
- Confidentiality: Specific individual metrics are considered confidential and are not disclosed in this filing.
Estimated Potential Payouts (2026 STIP)
| Executive Officer | Threshold Payout | Target Payout | Maximum Payout |
|---|---|---|---|
| Jason B. Rush (CEO) | $71,250 | $142,500 | $213,750 |
| Tonya K. Sturm (CFO) | $36,796 | $73,593 | $110,389 |
| Robert L. Fisher, II | $39,347 | $78,693 | $118,040 |
Guidance, Outlook, and Risks
The filing does not provide financial guidance or outlook for the company's operations. The primary risk disclosed relates to the competitive harm that could result from disclosing specific individual performance metrics for the STIP, which are therefore withheld until required by Regulation S-K Item 402. The company intends to use these revised goals for future years unless they materially change.
Investor Verification Checklist
- Verify the composition of the 103-bank peer group used for LTIP performance measurement.
- Monitor future filings (specifically Item 402 disclosures) for the specific individual performance metrics tied to the STIP.
- Review the filed exhibits (Appendix A to LTIP and STIP) for detailed vesting schedules and forfeiture conditions.
- Confirm the impact of the revised ROAE and TBVPSG targets on future equity dilution if performance targets are met.