![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
First United Corporation | NASDAQ:FUNC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.13 | 0.66% | 19.69 | 7.83 | 22.80 | 19.695 | 19.31 | 19.50 | 7,131 | 22:30:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (Commission file number) | (IRS Employer | ||
incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 |
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 May 20, 2024, in connection with the annual grant of restricted stock units (“RSUs”) that include time-vesting RSUs and performance-vesting RSUs pursuant to the Long-Term Incentive Plan (the “LTIP”), which is a sub-plan of the 2018 Equity Compensation Plan, the Compensation Committee of the Board of Directors of First United Corporation (the “Corporation”) revised certain terms applicable to the performance-vesting RSUs. The revised terms are set forth in a new Appendix A to the LTIP, a copy of which is filed herewith as Exhibit 10.1.
An RSU contemplates the issuance of shares of common stock of the Corporation if and when the RSUs vest. The total values of awards are based on a specified percentage of the grantee’s base salary as of December 31, 2023 and are composed of time-vesting RSUs and performance-vesting RSUs.
The performance-vesting RSUs contemplate a three-year performance period ending on December 31, 2026. Under the revised terms, the performance goals are now return on average equity (“ROAE”) and growth in tangible book value per share (“TBVPSG”) as measured against the ROAE and TBVPSG 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 performance goals, which may be individually achieved within the threshold, target and maximum performance levels, are now stated as percentiles of the peer group’s performance. The peer group is closed, provided that any peer that is acquired will be removed from the group and any peer that fails will be recorded with a -99% performance result for both goals.
The table below outlines the threshold, target and maximum performance goals and related payout rates.
Performance Level | Performance Goal | Payout Rate (of total Award) | ||
Threshold - ROAE | 25th Percentile | 25% | ||
Threshold - TBVPSG | 25th Percentile | 25% | ||
Target - ROAE | 50th Percentile | 50% | ||
Target – TBVPSG | 50th Percentile | 50% | ||
Maximum – ROAE | 75th Percentile | 75% | ||
Maximum – TBVPSG | 75th Percentile | 75% |
The performance-vesting RSUs are evidenced by Restricted Stock Unit Award Agreements (Performance-Vesting) that contain customary terms and conditions for these types of equity awards, the forms of which were filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2020. A summary of the material terms of the LTIP can be found in Item 5.02 of the Corporation’s Current Report on Form 8-K, filed with the SEC on March 16, 2020 (the “2020 Form 8-K”), under the heading, “First United Corporation Long-Term Incentive Plan”, which summary is incorporated herein by reference. A copy of the LTIP was filed as Exhibit 10.1 to the 2020 Form 8-K. A summary of the material terms of 2018 Equity Compensation Plan can be found in the Corporation’s definitive proxy statement on Schedule 14A, filed with the SEC on March 20, 2018, under the heading, “APPROVAL OF THE EQUITY PLAN (Proposal 2)”, which summary is incorporated herein by reference. A copy of the 2018 Equity Compensation Plan was filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K that was filed with the SEC on May 21, 2018.
- 2 -
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 | Appendix A to the First United Corporation Long-Term Incentive Plan (filed herewith) | |
104 | Cover page interactive data file (embedded within the iXBRL document) |
- 3 -
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: May 23, 2024 | By: | /s/ Tonya K. Sturm |
Tonya K. Sturm | ||
Senior Vice President & CFO |
- 4 -
Exhibit 10.1
APPENDIX A
Long-Term Incentive Plan (“LTIP”)
Performance and Award Opportunities – Three-Year Performance Period Beginning January 1, 2024
The table below provides the Award opportunities as a percentage of base salary at December 31, 2023:
Tier | Annual Target Award (% of Base Salary) | |
CEO | 30% | |
I | 20% |
Tier I includes the following executive officers: Chief Financial Officer; Chief Operating Officer; Chief Revenue Officer; and Chief Wealth Officer.
For the CEO, two-thirds of the Award will be a Performance Award and one-third of the Award will be a Time Award. For Tier I Awards, one-half of the Award will be a Performance Award and one-half of the Award will be a Time Award. A Time Award will vest ratably over a three-year period, beginning on the first anniversary of the grant date. A participant must be an employee in good standing on each vesting date to receive shares under a Time Award.
2024 Performance Goals for Performance Awards
The Performance Period will be deemed to have commenced on January 1, 2024 and will end on December 31, 2026. The targeted performance goals will be return on average equity (“ROAE”) and growth in tangible book value per share (“TBVPSG”) as measured against the ROAE and TBVPSG 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 performance goals, which may be individually achieved within the threshold, target and maximum performance levels, are stated as percentiles of the peer group’s performance. The peer group is closed, provided that any peer that is acquired will be removed from the group and any peer that fails will be recorded with a -99% performance result for both goals. A list of the peers within the peer group will be provided to a grantee at the time of grant.
The table below outlines the threshold, target and maximum performance goals and related payout rates.
Performance Level | Performance Goal | Payout Rate (of total Award) | ||
Threshold - ROAE | 25th Percentile | 25% | ||
Threshold - TBVPSG | 25th Percentile | 25% | ||
Target - ROAE | 50th Percentile | 50% | ||
Target – TBVPSG | 50th Percentile | 50% | ||
Maximum – ROAE | 75th Percentile | 75% | ||
Maximum – TBVPSG | 75th Percentile | 75% |
Threshold performance for at least one of the performance goals must be met for any portion of a Performance Award to vest. Actual vesting amounts will be pro-rated between threshold and target levels and target and maximum levels. Notwithstanding the provisions of the LTIP regarding vesting dates to the contrary, and pursuant to the Compensation Committee’s authority granted by Section 3(b) and Section 4 of the 2018 Equity Compensation Plan, the vesting date for Performance Awards will be the date in 2027 on which the Committee has certified the results of the peer group and of the Corporation, provided that (i) the participant is an employee of the Corporation in good standing on such date and (ii) at least one of the performance goal has been achieved at the threshold level.
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.
Cover |
May 20, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 20, 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 |
1 Year First United Chart |
1 Month First United Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions