FUNC First United Corporation

 

 

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 25^th percentile (threshold) or at least the 50^th 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 25^th percentile (threshold), at least the 50^th percentile (target), or at least the 75^th 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:

 

Exhibit No.	Description
10.1	ROAE Nonequity Incentive Compensation Award Opportunities (filed herewith)
104	Cover page interactive data file (embedded within the iXBRL document)

 

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 25^th percentile (threshold) or at least the 50^th 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 25^th percentile (threshold), at least the 50^th percentile (target), or at least the 75^th 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.

 

 

v3.24.1.1.u2

Cover	Jun. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 07, 2024
Entity File Number	0-14237
Entity Registrant Name	First United Corporation
Entity Central Index Key	0000763907
Entity Tax Identification Number	52-1380770
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	19 South Second Street
Entity Address, City or Town	Oakland
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21550
City Area Code	301
Local Phone Number	334-9471
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	FUNC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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