8-K: First United Announces CEO Retirement, Succession Plan

First United Corporation announced the planned retirement of CEO Carissa L. Rodeheaver and the appointment of Jason B. Rush as her successor, effective January 1, 2026.

Summary

• Carissa L. Rodeheaver, Chairman, President, and CEO, will retire from all positions with First United Corporation and First United Bank & Trust at the conclusion of the 2026 annual meeting of shareholders, scheduled for May 7, 2026.
• Effective January 1, 2026, Jason B. Rush will be appointed President and Chief Executive Officer of both the Corporation and the Bank, and elected as a director.
• Also effective January 1, 2026, Ms. Rodeheaver will serve as Executive Chairman of the Corporation and the Bank until her retirement, continuing Chairman duties and advising Mr. Rush during the transition period.
• The Board of Directors amended Sections 2 and 3 of Article III of the Bylaws on November 12, 2025, to allow for someone other than the Chairman to serve as CEO, including the President.
• Upon Ms. Rodeheaver's retirement at the 2026 Annual Meeting, the boards intend to reduce the number of directors from 11 to 10.
• Mr. Rush has been with the First United organization since October 1993, serving as Senior Vice President and Chief Operating Officer since January 2017.
• As of September 30, 2025, the Corporation reported assets of $2 billion.

Sentiment

Score: 8

Explanation: The filing details a well-planned and orderly leadership succession with an experienced internal candidate, supported by a transitional Executive Chairman role for the outgoing CEO. This structured approach, coupled with positive statements about past performance and future positioning, indicates a strong and stable outlook for the company's leadership.

Positives

• A well-structured and planned leadership succession ensures continuity and stability.
• The incoming CEO, Jason B. Rush, has extensive experience within the company, having served for over 30 years in various roles, including SVP and COO since 2017.
• Outgoing CEO Carissa L. Rodeheaver will transition to Executive Chairman, providing an advisory role to Mr. Rush during the transition period until her retirement in May 2026.
• Under Ms. Rodeheaver's leadership since 2016, First United achieved record financial performance, increased stock price, delivered steady dividend payments, and enhanced its reputation.
• The company maintains a balanced approach to growth and risk management.

Future Outlook

The Corporation anticipates a smooth leadership transition with Carissa L. Rodeheaver serving as Executive Chairman and advisor to incoming CEO Jason B. Rush until her retirement in May 2026. The company is positioned for continued success, building on its commitment to community banking, digital transformation, and customer-focused philosophies.

Management Comments

• "It has been the honor of my 33+ year career to serve First United and its stakeholders. I am deeply proud of what we've accomplished together through our commitment to community banking and am confident in the Company's future." Carissa L. Rodeheaver
• "On behalf of the Board, I want to express our deepest gratitude to Carissa Rodeheaver for her visionary leadership and unwavering commitment to excellence. Thanks to her dedication to long-term growth and focus on leadership development, First United is well-positioned for continued success." Brian R. Boal, Lead Independent Director.

Industry Context

This announcement reflects a common practice in the banking industry for established institutions to implement structured succession plans for key leadership roles. A smooth transition, especially with an internal candidate like Jason B. Rush who has extensive company experience, is generally viewed positively, ensuring continuity in strategy and operations amidst evolving regulatory and economic landscapes.

Comparison to Industry Standards

• The planned, internal succession of a long-serving CEO by an experienced internal candidate is a common and often preferred approach in the banking sector, similar to transitions seen at regional banks like Old National Bancorp or Wintrust Financial Corporation, which prioritize institutional knowledge and continuity.
• The establishment of an Executive Chairman role for the outgoing CEO during a transition period is a best practice for ensuring a seamless handover, mirroring strategies employed by companies such as JPMorgan Chase during past leadership changes to maintain stability and provide mentorship.
• The amendment to the Bylaws to allow the President to serve as CEO, independent of the Chairman, aligns with modern corporate governance trends that separate the roles of Chairman and CEO to enhance oversight and accountability, a structure increasingly adopted by major financial institutions.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Benefit from a clear and planned leadership transition, potentially reducing uncertainty. The continuity provided by an internal successor and transitional Executive Chairman aims to maintain stable governance and strategic direction.
• Employees: Experience a change in top leadership, but the internal promotion of Jason B. Rush, a long-term employee, may foster a sense of stability and internal growth opportunities.
• Customers: Expected to see continued service and strategic focus, as the transition is managed to ensure operational excellence and adherence to customer-focused philosophies.
• Management: The incoming CEO, Jason B. Rush, assumes significant new responsibilities, while Carissa L. Rodeheaver transitions to an advisory role, ensuring mentorship and knowledge transfer.

Next Steps

• Jason B. Rush will assume the roles of President and Chief Executive Officer of First United Corporation and First United Bank & Trust, effective January 1, 2026.
• Carissa L. Rodeheaver will serve as Executive Chairman of the Corporation and the Bank from January 1, 2026, until her retirement.
• Ms. Rodeheaver will continue to perform Chairman duties and serve as an advisor to Mr. Rush during the transition period.
• Ms. Rodeheaver will retire from all positions at the conclusion of the 2026 annual meeting of shareholders, scheduled for May 7, 2026.
• The boards of directors intend to reduce the number of directors from 11 to 10, effective as of the conclusion of the 2026 Annual Meeting.

Key Dates

Recommendation

The filing details a well-managed and anticipated leadership succession plan, which typically provides stability rather than immediate catalysts for significant price movement. The appointment of an experienced internal candidate and a transitional advisory role for the outgoing CEO suggest continuity. While positive for long-term stability, it does not present new information that would warrant an immediate 'buy' or 'sell' action based solely on this announcement. Investors should 'hold' and monitor the execution of the transition and future financial performance.

Keywords

First United Corporation, FUNC, CEO retirement, management succession, corporate governance, banking, financial services, executive chairman, board of directors, bylaws amendment