Annual report pursuant to Section 13 and 15(d)

EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION

v3.22.4
EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION
12 Months Ended
Dec. 31, 2022
Employee Benefits and Share-based Compensation, Noncash [Abstract]  
EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION

14. EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION

The Company has a 401(k) Plan designed to qualify under Section 401 of the Internal Revenue Code of 1986, as amended, that allows employees to defer a portion of their salary compensation as savings for retirement. The 401(k) Plan provides for the Company to match employee contributions based on each employee’s elected contribution percentage. For each employee’s 1% through 3% dollar contributions, the Company will match 100% of such dollar contributions, and for each employee’s 4% through 5% dollar contributions, the Company will match 50% of such dollar contributions. All employees are eligible to participate in the 401(k) Plan after meeting minimum age and service requirements. The Company also has an ESOP. All employees of the Company meeting minimum age and service requirements are eligible to participate in the ESOP plan. The Company makes discretionary profit-sharing contributions into the 401(k) Plan and ESOP, and other cash bonus payments. Company discretionary contributions to both the 401(k) Plan and the ESOP are allocated to participant accounts in proportion to each participant’s compensation and vest according to the respective plan’s vesting schedule. Employee contributions to the ESOP are not allowed.

The following 401(k) Plan match and other discretionary contributions were made to the Company’s employees, in accordance with the plans described above, in 2022, 2021, and 2020 (dollars in thousands):

    

2022

    

2021

    

2020

401(k) Plan

$

7,037

$

6,515

$

6,265

ESOP

 

750

 

750

 

1,000

Cash

 

667

 

674

 

697

Total

$

8,454

$

7,939

$

7,962

The Company maintains certain deferred compensation arrangements with employees and certain current and former members of the Board of Directors. Under these deferred compensation plans, the Company had an obligation of $14.9 million at December 31, 2022 and $17.5 million at December 31, 2021. The Company owns life insurance policies on plan beneficiaries as an informal funding vehicle to meet future benefit obligations.

The Atlantic Union Bankshares Corporation Stock and Incentive Plan, as amended and restated, became effective on May 4, 2021 (the “Plan”), and authorizes the Company to issue up to 4,000,000 shares of its common stock. No awards may be granted under the Plan after May 3, 2031. As of December 31, 2022, there were 1,556,274 shares available for future issuance under the Plan. The Plan was originally adopted by the Board on November 2, 2010, and became effective on January 1, 2011, following shareholder approval, and was later amended and restated by the Board on January 29, 2015, which amendment and restated became effective on April 21, 2015, following shareholder approval.

The Plan authorizes the granting of stock-based awards to key employees and non-employee directors of the Company and its subsidiaries in the form of: (i) stock options; (ii) RSAs, (iii) restricted stock units, (iv) stock awards; (v) PSUs; and (vi) performance cash awards. The Company issues new shares to satisfy stock-based awards. For option awards, the option price cannot be less than the fair market value of the stock on the grant date. Stock option awards have a maximum term of ten years from the date of grant, and generally become exercisable over a five year period beginning on the first anniversary of the date of grant. The Company has not granted any stock options since February 2012; however, did acquire some additional stock options with the acquisition of Access that had a maximum term of five years from the date of grant, and generally became exercisable over a four year period beginning on the first anniversary of the date of grant. RSAs and PSUs typically have vesting schedules over a three-year period and the expense is recognized over the vesting period.

For the years ended December 31, 2022, 2021, and 2020, the Company recognized stock-based compensation expense, which is included in “Salaries and benefits” expense on the Company’s Consolidated Statements of Income (dollars in thousands, except per share data) as follows:

Year Ended December 31,

    

2022

    

2021

    

2020

Stock-based compensation expense

$

10,609

$

10,091

$

9,258

Reduction of income tax expense

 

2,228

 

2,119

 

1,944

Per share compensation cost

$

0.11

$

0.10

$

0.09

Stock Options

The following table summarizes the stock option activity during the year ended December 31, 2022:

    

    

    

Weighted

    

Weighted

Average

Stock 

Average

Remaining

Aggregate

Options

Exercise 

Contractual

Intrinsic 

(shares)

Price

Life

Value

Outstanding as of December 31, 2021

 

208,755

$

35.43

 

  

 

  

Granted

 

 

 

  

 

  

Exercised

 

(111,774)

 

34.56

 

  

 

  

Forfeited

 

(1,512)

 

31.83

 

  

 

  

Expired

 

(12,102)

 

37.70

 

  

 

  

Outstanding as of December 31, 2022

 

83,367

 

36.32

 

0.57

$

105,665

Exercisable as of December 31, 2022

 

76,693

 

36.71

 

0.52

 

83,574

During the year ended December 31, 2022, there were 111,774 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $701,000 and $4.6 million, respectively. Cash received from the exercise of stock options for the year ended December 31, 2022 was approximately $3.9 million, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $122,000. The total intrinsic value of all stock options outstanding was $106,000 as of December 31, 2022.

During the year ended December 31, 2021, there were 104,514 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $903,000 and $4.0 million, respectively. Cash received from the exercise of stock options for the year ended December 31, 2021 was approximately $3.1 million, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $159,000. The total intrinsic value of all stock options outstanding was $529,000 as of December 31, 2021.

During the year ended December 31, 2020, there were 46,278 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $555,000 and $1.6 million, respectively. Cash received from the exercise of stock options for the year ended December 31, 2020 was approximately $1.0 million, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $112,000. The total intrinsic value of all stock options outstanding was $798,000 as of December 31, 2020.

Restricted Stock

The Plan permits the granting of RSAs. Generally, RSAs vest one-third on each of the first, second and third anniversaries from the date of the grant. The value of the RSAs was calculated by multiplying the fair market value of the Company’s common stock on the grant date by the number of shares awarded. Employees have the right to vote the shares and to receive cash or stock dividends for RSAs, if any. Nonvested shares of restricted stock are included in the computation of basic earnings per share.

The following table summarizes the restricted stock activity for the year ended December 31, 2022:

    

    

Weighted 

Number of 

Average

Shares of

Grant-Date Fair

RSAs

Value

Unvested as of December 31, 2021

 

400,067

$

36.55

Granted

 

273,010

 

37.99

Net settle for taxes

 

(69,025)

 

36.56

Vested

 

(202,311)

 

36.29

Forfeited

 

(29,635)

 

37.90

Unvested as of December 31, 2022

 

372,106

 

37.63

Performance Stock

The Plan permits the granting of PSUs. PSUs are granted to certain employees at no cost to the recipient and are subject to vesting based on achieving certain performance metrics. Outstanding PSUs may be paid in cash or shares of common stock or a combination thereof. Holders of PSUs have no right to vote the shares represented by the units until vested. In 2022, the PSUs awarded were market-based awards with the number of PSUs ultimately earned based on the Company’s relative total shareholder return as measured over the performance period.

    

Number of 

    

Weighted Average 

Shares of

Grant-

PSUs

Date Fair Value

Unvested as of December 31, 2021

 

229,355

$

33.89

Granted

 

82,754

 

41.92

Net settle for taxes

 

(13,492)

 

36.16

Vested

 

(41,374)

 

36.16

Forfeited

 

(26,802)

 

37.09

Unvested as of December 31, 2022

 

230,441

 

35.86

During years ended December 31, 2022, 2021 and 2020 PSUs were awarded with a market-based component based on relative total shareholder return. The fair value of each PSU granted is estimated using the Monte Carlo simulation lattice model that uses the assumptions noted in the following table:

    

2022

    

2021

    

2020

 

Dividend yield(1)

 

3.95

%  

2.66

%  

2.83

%

Expected life in years(2)

 

2.25

 

2.85

 

2.86

Expected volatility(3)

 

36.32

%  

45.75

%  

24.33

%

Risk-free interest rate(4)

 

4.18

%  

0.20

%  

1.35

%

(1) Calculated as the ratio of the current dividend paid per the stock price on the date of grant.
(2) Represents the remaining performance period as of the grant date.
(3) Based on the historical volatility for the period commensurate with the expected life of the PSUs.
(4) Based upon the zero-coupon U.S. Treasury rate commensurate with the expected life of the PSUs on the grant date.

The estimated unamortized compensation expense, net of estimated forfeitures, related to, restricted stock, performance stock and stock options issued and outstanding as of December 31, 2022 that will be recognized in future periods is as follows (dollars in thousands):

    

Restricted

    

Performance

Stock

    

Stock

Stock

Options

Total

2023

$

5,303

$

1,853

$

2,766

$

9,922

2024

 

3,155

 

1,060

 

4,215

2025

 

618

 

 

618

2026

 

9

 

 

9

Total

$

9,085

$

2,913

$

2,766

$

14,764