PROPOSAL 1 — ELECTION OF SEVEN CLASS II DIRECTORS
The Company’s Board of Directors is divided into three classes (I, II and III).
The terms of office for seven Class II directors of the Company, all currently serving as directors, will expire at the Annual Meeting. All such directors have been nominated for election to continue serving as directors in Class II. If elected, each nominee will serve until the 2022 annual meeting of shareholders or his or her mandatory retirement date as established by the Company’s bylaws, whichever date is earlier.
The Company’s bylaws provide that no director may serve on the Board after the annual meeting following his or her 72
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birthday, other than those directors the Board has determined to be exempt from the mandatory retirement provision. The Board believes a mandatory retirement age of 72 allows valuable, experienced directors with deep knowledge of the operations of the Company and a thorough understanding of the Company’s history, policies and objectives to serve without unnecessary early retirement, thereby allowing the Company to be more competitive. Tayloe Murphy, Jr., a Class II nominee for director, is the only director exempt from such provision. If elected, Mr. Murphy will serve until the 2022 annual meeting of shareholders.
In accordance with the Company’s bylaws, if elected, L. Bradford Armstrong, a Class II nominee for director who will reach age 72 before the 2020 annual meeting of shareholders, will serve a one-year term expiring at the 2020 annual meeting of shareholders.
On February 1, 2019, Michael W. Clarke was appointed to the Company’s Board of Directors in connection with the Company’s acquisition of and merger (collectively, the “Merger”) with Access National Corporation (“Access”), to serve as a Class II director until the Annual Meeting. Mr. Clarke’s current term will expire at the Annual Meeting.
The persons named in the accompanying proxy will vote for the election of all of the nominees for Class II director unless authority for a particular nominee is withheld. If for any reason any nominee for Class II director should become unavailable to serve, an event which management does not anticipate, proxies will be voted for such other person(s) as the Board of Directors may designate.
The seven nominees for Class II directors receiving the greatest number of affirmative votes cast, in person or by proxy, at the Annual Meeting will be elected.
Members of the Board of Directors are expected to have the appropriate skills and characteristics necessary to function in the Company’s current operating environment and contribute to its future direction and strategies. These include legal, financial, management and other relevant skills, as well as varying experience, age, perspective, residence, and background.
The Board of Directors believes that each nominee’s qualifications, credentials and business experience, set forth below, provide the reasons why he or she should continue to serve as a director of the Company.
Class II Nominees for Directors (Nominated to serve until the 2022 annual meeting of shareholders or the director’s mandatory retirement date, whichever date is earlier):
John C. Asbury
, 53, Richmond, Virginia; Chief Executive Officer (sometimes referred to as “CEO”) of the Company since January 2017 and President since October 2016; Chief Executive Officer of Union Bank & Trust (“Union Bank & Trust” or the “Bank”), the Company’s wholly owned bank subsidiary, since October 2016 and President of Union Bank & Trust from October 2016 until September 2017; President and Chief Executive Officer of First National Bank of Santa Fe from February 2015 until August 2016; Senior Executive Vice President and Head of the Business Services Group at Regions Bank from May 2010 until July 2014, after joining Regions Bank in March 2008 as Business Banking Division Executive; Senior Vice President at Bank of America in a variety of roles; received his B.S. degree in Business from Virginia Polytechnic Institute and State University (“Virginia Tech”) and his M.B.A. from The College of William & Mary. Mr. Asbury joined the Company’s Board of Directors in 2016.
L. Bradford Armstrong
, 71, Richmond, Virginia; President of Armstrong Partners; Adjunct Faculty at Virginia Commonwealth University (“VCU”) Brandcenter; Visiting Executive Lecturer — The Darden School; Interim Executive Director, VCU Brandcenter from January to September 2018; former Partner and Group Account Director of The Martin Agency, an international advertising agency and marketing