DEF: First United Corporation Announces 2025 Annual Meeting of Shareholders

First United Corporation will hold its 2025 Annual Meeting of Shareholders on May 7, 2025, to vote on director elections, executive compensation, and auditor ratification.

Summary

• First United Corporation is holding its 2025 Annual Meeting of Shareholders on May 7, 2025, at 9:00 a.m. Eastern Time at The Wisp Hotel in McHenry, Maryland.
• Shareholders will vote on the election of 10 director nominees, an advisory vote on executive compensation for 2024, and the ratification of Crowe LLP as the independent registered public accounting firm for 2025.
• The board recommends voting FOR all director nominees and FOR the proposals regarding executive compensation and auditor ratification.
• The record date for determining shareholders eligible to vote is February 28, 2025.
• As of the record date, 6,473,375 shares of common stock were outstanding.
• Shareholders can vote by internet, telephone, or mail.
• The proxy statement and annual report are available online at www.envisionreports.com/FUNC.
• The board has determined that nine of the ten directors are independent.
• The corporation's total assets increased by $67.2 million to $2.0 billion.
• Consolidated net income was $21.0 million for the year ended December 31, 2024, on a non-GAAP basis, compared to $18.8 million for 2023.
• Basic and diluted net income per share for 2024 were both $3.21, on a non-GAAP basis, compared to basic and diluted net income per share of $2.81 and $2.80, respectively, for 2023, a 14% increase.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook with increased net income and earnings per share, suggesting a healthy financial performance. The board's recommendations and focus on corporate governance also contribute to a favorable sentiment.

Positives

• The corporation's total assets increased by $67.2 million to $2.0 billion.
• Gross loans increased by $74.1 million and deposits increased by $23.9 million.
• Consolidated net income was $21.0 million for the year ended December 31, 2024, on a non-GAAP basis, compared to $18.8 million for 2023.
• Basic and diluted net income per share for 2024 were both $3.21, on a non-GAAP basis, compared to basic and diluted net income per share of $2.81 and $2.80, respectively, for 2023, a 14% increase.
• The net interest margin increased to 3.38% in 2024 from 3.26% in 2023 due to increased interest income partially offset by increased interest expense.
• For the year ended December 31, 2024, other operating income increased by $5.4 million when compared to the same period of 2023.
• For the year ended December 31, 2024, operating expenses decreased by $0.6 million when compared to the year ended December 31, 2023.

Future Outlook

The document does not contain specific forward-looking statements beyond the routine business to be conducted at the annual meeting.

Management Comments

• The Bank is a purpose-driven bank.
• Our vision is to deliver an uncommon commitment to service and solutions that creates value for our customers, our employees, our communities, and our investors.
• We are committed to helping people and making a difference.
• We believe that integrating relevant sustainability considerations into our long-term business strategy is key to delivering on those commitments.
• We are driven by doing what is best for our stakeholders, as they are inextricably linked to our strategy and our delivery of long-term value.

Industry Context

The document provides insight into the corporate governance and executive compensation practices of a publicly traded community bank, which is relevant to understanding trends in the banking industry.

Comparison to Industry Standards

• The compensation committee reviews base salaries and makes adjustments when appropriate based upon annual performance appraisals for the preceding year, the experience and qualifications of the executive officer, the scope of responsibilities of the position and the executives performance relative to established goals and objectives.
• A critical element of the compensation philosophy is a review of the Corporations performance and compensation levels and mix relative to a peer group of publicly traded commercial banks, which is updated and reviewed on a periodic basis.
• Peer group data is supplemented with national compensation survey data.
• The comparator bank peer group used in making 2024 compensation decisions consisted of 20 banks as listed below (the 2024 Proxy Peers).
• First National Corp., Evans Bancorp Inc., Orrstown Financial Services, Franklin Financial Services, ACNB Corp., National Bankshares Inc., MVB Financial Corp, AmeriServ Financial Inc., Codorus Valley Bancorp Inc., Salisbury Bancorp Inc., Peoples Financial Services, Pathfinder Bancorp Inc., Chemung Financial Corp., Old Point Financial Corp., Peoples Bancorp of NC Inc., Fidelity D & D Bancorp Inc., Penns Woods Bancorp Inc., Union Bankshares Inc., Citizens & Northern Corp., Shore Bancshares Inc.

Related Party Transactions

• The Bank has had banking transactions in the ordinary course of its business with certain directors and officers of the Corporation and with their affiliates.
• Morgantown Printing & Binding (MP&B), a corporation owned by Mr. Walls and a trust established for the benefit of his minor children, provides various printing services, document storage and warehouse services, and related services to the Corporation.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions regarding the election of directors, executive compensation, and auditor ratification.
• Employees are impacted by the executive compensation policies and benefit plans discussed in the proxy statement.
• Customers and communities benefit from the corporation's commitment to service and solutions.
• The corporation's financial performance impacts investors and creditors.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board will consider the outcome of the advisory vote on executive compensation when making future decisions.
• The Audit Committee may take into account the outcome of the vote on auditor ratification when considering future appointments.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, Financial Performance, First United Corporation, Voting