Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Director Election.
On January 8, 2021, the Board of Directors (the "Company Board") of First United
Corporation (the "Company") elected Sanu Chadha and Christy DiPietro to serve as
Class II directors until the 2021 annual meeting of shareholders and until their
successors are duly elected and qualify. The Company Board expects to appoint
Ms. Chadha to serve on its Audit Committee, Risk and Compliance Committee, and
Compensation Committee, and it expects to appoint Ms. DiPietro to serve on its
Asset and Liability Management Committee. Ms. Chadha and Ms. DiPietro have also
been elected to serve on the board of directors (the "Bank Board") of First
United Bank & Trust, the Company's wholly-owned bank subsidiary.
Ms. Chadha, a certified Project Management Professional, is the Managing Partner
of M&S Consulting, a management and solutions company founded in 2002 that
provides consulting services to enterprise organizations across the United
States and abroad regarding strategic process and technology solutions, project
management, process improvement, data analytics, and cloud solutions. The
Company believes that Ms. Chadha's election will further its board refreshment
objectives and provide additional depth of knowledge and expertise in critical
areas of the Company's operations.
Ms. DiPietro, a Chartered Financial Analyst, is a private investor and the
family office manager of Hidden Code Advisory, where she manages a diverse
portfolio of assets with responsibilities including investment analysis and
strategy, asset allocation, tax matters, insurance matters, estate planning,
property management, and charitable giving. Prior to that, she served as a Vice
President and Portfolio Manager - Fixed Income at T. Rowe Price Associates,
Inc., where she managed $2.3 billion in high-quality taxable fixed income assets
for numerous institutional clients. In addition to furthering the Company's
board refreshment objectives, Ms. DiPietro's election will complement the
financial expertise of the Company Board.
For their service on the Company Board and the Bank Board, Ms. Chadha and Ms.
DiPietro will receive regular director's fees, which are subject to change at
the discretion of the Company Board and the Bank Board and are disclosed each
year in the Company's definitive proxy statement for the annual meeting of
shareholders. For the period between their elections and the 2021 annual meeting
of shareholders, Ms. Chadha and Ms. DiPietro will each receive a cash retainer
of $4,166.67, a grant of 416 fully-vested shares of common stock of the Company
("Common Stock"), having a grant date fair value of $16.66, and a cash fee of
$1,000.00 for each meeting of the Company Board and/or the Bank Board that they
attend. The cash fee is reduced to $200.00 when special meetings are called and
the meeting lasts less than two hours or is related to regulatory matters.
Directors do not receive more than one cash fee when the Company Board and the
Bank Board meet together. For their committee service, Ms. Chadha and Ms.
DiPietro will each receive a cash fee of $500.00 for attending each meeting of a
committee of the Company Board, and a cash fee of $500.00 for attending each
meeting of a committee of the Bank Board. Ms. Chadha and Ms. DiPietro may elect
to receive some or all of their respective cash retainers in shares of Common
Stock. The number of shares paid in lieu of a cash retainer is determined by
dividing the portion of the cash retainer to be paid in shares by the mean
between the high and low sales price of a share of Common Stock on the trading
day immediately preceding the payment date, as reported on The NASDAQ Stock
Market.
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All directors are permitted to participate in the Company's Amended and Restated
Executive and Director Deferred Compensation Plan (subject to any eligibility or
other requirements thereof), the material terms of which were summarized in the
Company's definitive proxy statement on Schedule 14A for the 2020 annual meeting
of shareholders that was filed with the Securities and Exchange Commission on
April 17, 2020 under the heading, "Remuneration of Executive Officers".
Since the beginning of the Company's fiscal year ended December 31, 2019,
neither the Company nor any of its subsidiary has engaged in any transaction
with either Ms. Chadha or Ms. DiPietro, nor with any of their respective related
interests, for which disclosure would be required pursuant to Item 404(a) of
Regulation S-K, and no such transaction is currently proposed for the fiscal
year ending December 31, 2021.
(e) Compensatory Arrangements.
On January 8, 2020, the Company and certain of its executive officers, including
Carissa L. Rodeheaver, Tonya K. Sturm, Robert L. Fisher II, and Jason B. Rush,
entered into Amended and Restated Agreements under the First United Corporation
Change in Control Severance Plan (each, an "Agreement"). The Agreements were
entered into pursuant to, and are subject to the terms and conditions of, the
First United Corporation Change in Control Severance Plan (the "Plan").
Ms. Rodeheaver's Agreement was amended to (i) increase the amount of the cash
severance benefits to be paid in the event that she incurs a Severance (as
defined in the Agreement) following a Change in Control (as defined in the Plan)
from 2.0 times her "Final Pay" (as defined in her Agreement) to 2.99 times her
Final Pay, (ii) clarify provisions relating to post-termination health and
dental insurance benefits in light of the Company's insurance plan documents,
and (iii) clarify provisions relating to the acceleration of outstanding equity
awards to include the types of awards that may be granted under the First United
2018 Equity Compensation Plan (the "Equity Plan"). A copy of Ms. Rodeheaver's
Agreement is filed as Exhibit 10.1 hereto.
The Agreements with the other executive officers were amended to (i) clarify
provisions relating to post-termination health and dental insurance benefits in
light of the Company's insurance plan documents, and (ii) clarify provisions
relating to the acceleration of outstanding equity awards to include the types
of awards that may be granted under the Equity Plan. These Agreements are
identical to Ms. Rodeheaver's Agreement, except that they contemplate Severance
in an amount equal to 2.0 times the officer's Final Pay.
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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 Amended and Restated Agreement Under the First United
Corporation Change in Control Severance Plan, dated as of January
8, 2021, between the Company and Carissa L. Rodeheaver (filed
herewith)
104 Cover page interactive data file (embedded within the iXBRL
document)
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