FUNC First United Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 25, 2025

 

First United Corporation

(Exact name of registrant as specified in its charter)

 

Maryland		0-14237		52-1380770
(State or other jurisdiction of		(Commission file number)		(IRS Employer
incorporation or organization)				Identification No.)

 

19 South Second Street, Oakland, Maryland 21550

(Address of principal executive offices) (Zip Code)

 

(301) 334-9471

(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 Symbols	Name of each exchange on which registered
Common Stock	FUNC	Nasdaq Stock Market

 

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.

 

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

 

 

Exhibit 10.1

 

Portions of this Exhibit 10.1, identified by brackets, have been excluded from this Exhibit because they are both not material and would likely cause competitive harm to the registrant if publicly disclosed. Such information will be disclosed as, if and when required pursuant to Item 402 of Regulation S-K.

 

Appendix A

 

Short-Term Incentive Plan

2025 Plan Year Targets and Goals

 

Incentive Targets

 

The incentive targets for the 2025 Plan year are set forth in the following table:

 

2025 Short-Term Incentive Opportunities (% of Base Salary)
Tier	Below Threshold	Threshold (50% of Target)	Target (100%)	Maximum (150% of Target)
CEO	0%	17.5%	35%	52.5%
Tier I	0%	12.5%	25%	37.5%

  

Tier I includes the following executives: Chief Financial Officer (CFO); Chief Operating Officer (COO); Chief Revenue Officer (CRO); Chief Wealth Officer (CWO); and Chief Credit Officer (CCO).

 

Performance Goals

 

For Plan year 2025, the performance goals are return on average assets (ROAA), efficiency ratio, delinquencies as a percentage of total loans, and individual performance based upon the metric indicated for each position in the following table. The following table shows the performance goals at threshold, budget and maximum for Plan year 2025:

 

Performance Measures		Wt.	2025 Performance Metrics
			Threshold (90% of target performance)1	Target (100%)	Maximum (110% of target performance)
ROAA		40%	[ ]%	[_]%	[_]%
Efficiency Ratio (non-GAAP)		20%	[_]%	[_]%	[_]%
Average Delinquencies as % of total loans		20%	[_]%	[_]%	[_]%
Individual Performance		20%
	CEO – Corporate Net Income (millions)		$[_]	$[_]	$[_]
	CFO – Corporate Net Interest Margin		[_]%	[_]%	[_]%
	COO – Corporate Operating Leverage		[_]%	[_]%	[_]%
	CRO – Corporate Net Interest Margin		[_]%	[_]%	[_]%
	CWO – Wealth Efficiency Ratio		[_]%	[_]%	[_]%
	CCO – Non-Performing Assets to Total Assets		[_]%	[_]%	[_]%

  

Minimum Performance Trigger

 

For Plan year 2025, the Corporation’s net income must be at least 50% of goal for that year, which is $[_], or the Plan will not pay out any awards, regardless of the performance with respect to the award metrics.

 

 

¹ Performance goals are net of incentive payouts; only way to get threshold award is if incentive awards are included. Threshold has a floor of the prior year’s actual result.

  

 

v3.25.0.1

Cover	Feb. 25, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 25, 2025
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

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