First United Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements.
As disclosed by First United Corporation (the “Corporation”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2020 (the “2020 Form 8-K”), the Compensation Committee (the “Committee”) of the Corporation’s Board of Directors has adopted a Short-Term Incentive Plan (the “STIP”), which is a cash incentive award program intended to reward executives for the Corporation’s annual performance, with incentive goals selected each year by the Committee. A summary of the material terms of the STIP can be found in Item 5.02 of the 2020 Form 8-K under the heading, “First United Corporation Short-Term Incentive Plan”, which summary is incorporated herein by reference. A copy of the STIP was filed as Exhibit 10.2 to the 2020 Form 8-K.
On February 25, 2025, the Committee revised the incentive goals when it granted award opportunities under the STIP for 2025 to the Corporation’s principal executive officer (Carissa L. Rodeheaver), its principal financial officer (Tonya K. Sturm), and its other named executive officers (Robert L. Fisher, II and Jason B. Rush). For the 2025 award opportunities, the performance metrics are based on return on average assets, efficiency ratio, average delinquencies as a percentage of total loans, and individual performance criteria that are specific to each officer. Each officer’s specific metrics for his or her 2025 award opportunity are set forth in a revised Appendix A to the STIP, a copy of which is filed as Exhibit 10.1 hereto, are not material, are considered confidential by the Corporation until the financial results for 2025 have been determined, and will be disclosed as and when required by Item 402 of the SEC’s Regulation S-K. The following table provides information about the cash awards that could be earned by these officers for 2025 and paid in 2026 under the STIP:
GRANTS OF PLAN-BASED AWARDS
| Name | Year | Estimated Possible Annual Payouts Under the STIP ($) | ||||||||||||
| Threshold | Target | Maximum (Stretch) | ||||||||||||
| Carissa L. Rodeheaver | 2025 | $ | 96,600 | $ | 193,200 | $ | 289,800 | |||||||
| Tonya K. Sturm | 2025 | $ | 36,796 | $ | 73,593 | $ | 110,389 | |||||||
| Robert L. Fisher, II | 2025 | $ | 36,199 | $ | 78,693 | $ | 118,040 | |||||||
| Jason B. Rush | 2025 | $ | 40,556 | $ | 81,113 | $ | 121,669 | |||||||
The Committee currently intends to also use the revised incentive goals for award opportunities granted in future years. The Corporation will file an amended Appendix A as an exhibit to a Current Report on Form 8-K if the goals materially change with respect to a future year.
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 | Revised Appendix A to the First United Corporation Short-Term Incentive Plan (filed herewith)* | |
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
* Portions of Exhibit 10.1, identified in brackets, are excluded because they are both not material and would likely cause competitive harm to the Corporation if publicly disclosed. Such information will be disclosed as, if and when required pursuant to Item 402 of Regulation S-K.
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: March 3, 2025 | By: | /s/ | Tonya K. Sturm |
| Tonya K. Sturm | |||
| Senior Vice President & CFO | |||