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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 7, 2024
First United Corporation
(Exact name of registrant as specified in
its charter)
| Maryland |
|
0-14237 |
|
52-1380770 |
| (State or other jurisdiction of |
|
(Commission file number) |
|
(IRS Employer |
| incorporation or organization) |
|
|
|
Identification No.) |
19 South Second Street, Oakland, Maryland 21550
(Address of principal
executive offices) (Zip Code)
(301) 334-9471
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common stock |
FUNC |
Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
(e) Compensatory
Arrangements.
On June 7, 2024, the Compensation Committee of
the Board of Directors of First United Corporation (the “Corporation”) approved the grant of nonequity (cash) incentive compensation
award opportunities to certain of its executive offices, including its named executive officers. The awards consist of two tranches.
The first tranche contemplates award opportunities
based on a percentage of each officer’s base salary as of December 31, 2021, with a threshold bonus of 50% of the award amount and
a target bonus of 100% of the award amount (the “2024 ROAE Awards”). The 2024 ROAE Awards will be payable on or before March
15, 2025 if the Corporation’s annual average return on average equity (“ROAE”) for the three-year period ending December
31, 2024 is within at least the 25th percentile (threshold) or at least the 50th percentile (target) when measured
against the annual average ROAE for the same three-year period ending December 31, 2024 of a custom peer group consisting of 123 publicly-traded
banks with total assets of between $750 million and $4 billion at December 31, 2023 (the “Peer Group”). Any amounts payable
under the 2024 ROAE Awards will be reduced dollar-for-dollar by the grant date fair value of any shares of the Corporation’s common
stock that become issuable pursuant to the performance-vesting restricted stock units that were granted to the officers in March 2022.
The second tranche contemplates award opportunities
based on a percentage of each officer’s base salary as of December 31, 2022, with a threshold bonus of 50% of the award amount,
a target bonus of 100% of the award amount, and a maximum (stretch) bonus of 150% of the award amount (the “2025 ROAE Awards”).
The 2025 ROAE Awards will be payable on or before March 15, 2026 if the Corporation’s annual average ROAE for the three-year period
ending December 31, 2025 is within at least the 25th percentile (threshold), at least the 50th percentile (target),
or at least the 75th percentile (maximum) when compared to the annual average ROAE of the Peer Group for the same three-year
period ending December 31, 2025. Any amounts payable under the 2025 ROAE Awards will be reduced dollar-for-dollar by the grant date fair
value of any shares of the Corporation’s common stock that become issuable pursuant to the performance-vesting restricted stock
units that were granted to the officers in March 2023.
The Peer Group is closed, provided that any peer
that is acquired will be removed from the Peer Group and any peer that fails will be recorded with a -99% performance result. Payouts
for performance between defined levels will be interpolated on a straight-line basis. To receive a payout under an award, an officer must
be an employee in good standing as of the payment date for that award.
The following table provides information
about the award opportunities that could be paid to the Corporation’s named executive officers with respect to the 2024 ROAE Awards:
|
Name |
Award Opportunity
(% of Salary) |
Threshold Bonus
(50% Award) |
Target Bonus
(100% Award) |
| Carissa Rodeheaver |
20% |
$ 40,649 |
$ 81,299 |
| R.L. Fisher |
10% |
14,052 |
28,104 |
| Jason Rush |
10% |
12,875 |
25,750 |
| Tonya Sturm |
10% |
10,712 |
21,424 |
| Keith Sanders |
10% |
10,310 |
20,620 |
The following table provides information
about the award opportunities that could be paid to the Corporation’s named executive officers with respect to 2025 ROAE Awards:
|
Name |
Award Opportunity
(% of Salary) |
Threshold Bonus
(50% Award) |
Target Bonus
(100% Award) |
Maximum Bonus
(150% Award) |
| Carissa Rodeheaver |
20% |
$ 41,869 |
$ 83,738 |
$ 125,607 |
| R.L. Fisher |
10% |
14,403 |
28,806 |
43,209 |
| Jason Rush |
10% |
13,750 |
27,500 |
41,250 |
| Tonya Sturm |
10% |
11,700 |
23,400 |
35,100 |
| Keith Sanders |
10% |
11,500 |
23,000 |
34,500 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits filed or furnished with this report
are listed in the following Exhibit Index:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FIRST UNITED CORPORATION |
| |
|
|
| |
|
|
| Dated: June 7, 2024 |
By: |
/s/ Tonya K. Sturm |
| |
|
Tonya K. Sturm |
| |
|
Senior Vice President & CFO |
Exhibit 10.1
ROAE Nonequity Incentive Compensation Award
Opportunities
Payable in 2025 and 2026
On June 7, 2024, the Compensation Committee of
the Board of Directors of First United Corporation (the “Corporation”) approved the grant of nonequity (cash) incentive compensation
award opportunities to certain of its executive offices, including its named executive officers. The awards consist of two tranches.
The first tranche contemplates award opportunities
based on a percentage of each officer’s base salary as of December 31, 2021, with a threshold bonus of 50% of the award amount and
a target bonus of 100% of the award amount (the “2024 ROAE Awards”). The 2024 ROAE Awards will be payable on or before March
15, 2025 if the Corporation’s annual average return on average equity (“ROAE”) for the three-year period ending December
31, 2024 is within at least the 25th percentile (threshold) or at least the 50th percentile (target) when measured
against the annual average ROAE for the same three-year period ending December 31, 2024 of a custom peer group consisting of 123 publicly-traded
banks with total assets of between $750 million and $4 billion at December 31, 2023 (the “Peer Group”). Any amounts payable
under the 2024 ROAE Awards will be reduced dollar-for-dollar by the grant date fair value of any shares of the Corporation’s common
stock that become issuable pursuant to the performance-vesting restricted stock units that were granted to the officers in March 2022.
The second tranche contemplates award opportunities
based on a percentage of each officer’s base salary as of December 31, 2022, with a threshold bonus of 50% of the award amount,
a target bonus of 100% of the award amount, and a maximum (stretch) bonus of 150% of the award amount (the “2025 ROAE Awards”).
The 2025 ROAE Awards will be payable on or before March 15, 2026 if the Corporation’s annual average ROAE for the three-year period
ending December 31, 2025 is within at least the 25th percentile (threshold), at least the 50th percentile (target),
or at least the 75th percentile (maximum) when compared to the annual average ROAE of the Peer Group for the same three-year
period ending December 31, 2025. Any amounts payable under the 2025 ROAE Awards will be reduced dollar-for-dollar by the grant date fair
value of any shares of the Corporation’s common stock that become issuable pursuant to the performance-vesting restricted stock
units that were granted to the officers in March 2023.
The Peer Group is closed, provided that any peer
that is acquired will be removed from the Peer Group and any peer that fails will be recorded with a -99% performance result. Payouts
for performance between defined levels will be interpolated on a straight-line basis. To receive a payout under an award, an officer must
be an employee in good standing as of the payment date for that award.
The following table provides information
about the award opportunities that could be paid to the Corporation’s named executive officers with respect to the 2024 ROAE Awards:
|
Name |
Award Opportunity
(% of Salary) |
Threshold Bonus
(50% Award) |
Target Bonus
(100% Award) |
| Carissa Rodeheaver |
20% |
$ 40,649 |
$ 81,299 |
| R.L. Fisher |
10% |
14,052 |
28,104 |
| Jason Rush |
10% |
12,875 |
25,750 |
| Tonya Sturm |
10% |
10,712 |
21,424 |
| Keith Sanders |
10% |
10,310 |
20,620 |
The following table provides information
about the award opportunities that could be paid to the Corporation’s named executive officers with respect to 2025 ROAE Awards:
|
Name |
Award Opportunity
(% of Salary) |
Threshold Bonus
(50% Award) |
Target Bonus
(100% Award) |
Maximum Bonus
(150% Award) |
| Carissa Rodeheaver |
20% |
$ 41,869 |
$ 83,738 |
$ 125,607 |
| R.L. Fisher |
10% |
14,403 |
28,806 |
43,209 |
| Jason Rush |
10% |
13,750 |
27,500 |
41,250 |
| Tonya Sturm |
10% |
11,700 |
23,400 |
35,100 |
| Keith Sanders |
10% |
11,500 |
23,000 |
34,500 |
The Compensation Committee reserves the right to
make adjustments to goal calculations for the Corporation and/or the members of the peer group, including, but not limited to, adjustments
for merger expenses and share repurchases.
By accepting an award, each officer acknowledges
that the award is subject to the Compensation Recovery Policy filed as Exhibit 97 to the Corporation’s Annual Report on Form 10-K
for the year ended December 31, 2023, as the same may be amended and replaced from time to time.
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First United (NASDAQ:FUNC)
過去 株価チャート
から 5 2024 まで 6 2024
First United (NASDAQ:FUNC)
過去 株価チャート
から 6 2023 まで 6 2024
