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EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2020
Employee Benefits and Share-based Compensation, Noncash [Abstract] |
EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION | 16. EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION The Company has a 401(k) Plan designed to qualify under Section 401 of the Code that allows employees to defer a portion of their salary compensation as savings for retirement. The 401(k) Plan provides for the Company to match employee contributions based on each employee’s elected contribution percentage. For each employee’s 1% through 3% dollar contributions, the Company will match 100% of such dollar contributions, and for each employee’s 4% through 5% dollar contributions, the Company will match 50% of such dollar contributions. All employees are eligible to participate in the 401(k) Plan after meeting minimum age and service requirements. The Company also has an ESOP. All employees of the Company meeting minimum age and service requirements are eligible to participate in the ESOP plan. The Company makes discretionary profit-sharing contributions into the 401(k) Plan, ESOP, and in cash bonus payments. Company discretionary contributions to both the 401(k) Plan and the ESOP are allocated to participant accounts in proportion to each participant’s compensation and vest according to the respective plan’s vesting schedule. Employee contributions to the ESOP are not allowed. Amounts presented include discontinued operations. Refer to Note 19 "Segment Reporting & Discontinued Operations" in Item 8 "Financial Statements and Supplementary Data" of this Form 10-K for further discussion regarding discontinued operations. The following 401(k) Plan match and other discretionary contributions were made to the Company’s employees, in accordance with the plans described above, in 2020, 2019, and 2018 (dollars in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2020 |  | 2019 |  | 2018
401(k) Plan | ​ | $ | 6,265 | ​ | $ | 5,550 | ​ | $ | 4,592
ESOP | ​ |  | 1,000 | ​ |  | 1,163 | ​ |  | 1,005
Cash | ​ |  | 697 | ​ |  | 780 | ​ |  | 1,509
Total | ​ | $ | 7,962 | ​ | $ | 7,493 | ​ | $ | 7,106
​ The Company maintains certain deferred compensation arrangements with employees and certain current and former members of the Bank’s Boards of Directors. Under these deferred compensation plans, the Company had an obligation of $15.8 million at December 31, 2020 and $15.7 million at December 31, 2019. The Company owns life insurance policies on plan beneficiaries as an informal funding vehicle to meet future benefit obligations. On May 2, 2019, the Company’s Board of Directors authorized the name change of the Company’s equity compensation plan to the Atlantic Union Bankshares Corporation Stock and Incentive Plan (the “Plan”), which became effective on May 20, 2019. The Company may grant awards under the Plan until April 20, 2025. The Plan was previously called the Union Bankshares Corporation Stock and Incentive Plan (the “Amended and Restated SIP”), which amended and restated the former equity compensation plan (the “2011 Plan”). The Amended and Restated SIP became effective on April 21, 2015 upon shareholder approval. The Amended and Restated SIP amended the 2011 Plan to, among other things, increase the maximum number of shares of the Company’s common stock issuable under the plan from 1,000,000 to 2,500,000 and add non-employee directors of the Company and certain subsidiaries, as well as regional advisory boards, as potential participants in the plan. As of December 31, 2020, there were 666,858 shares available for future issuance in the Plan. The Plan provides for the granting of stock-based awards to key employees and non-employee directors of the Company and its subsidiaries in the form of: (i) stock options; (ii) RSAs, (iii) RSUs, (iv) stock awards; (v) PSUs; and performance cash awards. The Company issues new shares to satisfy stock-based awards. For option awards, the option price cannot be less than the fair market value of the stock on the grant date. Stock option awards have a maximum term of ten years from the date of grant, and generally become exercisable over a 5 year period beginning on the first anniversary of the date of grant. No stock options have been granted since February 2012. In 2019 the Company assumed additional stock options with the acquisition of Access. The stock option awards have a maximum term of five years from the date of grant, and generally become exercisable over a 4 year period beginning on the first anniversary of the date of grant. RSAs and PSUs typically have vesting schedules over three year to four year periods and the expense is recognized over the vesting period. For the years ended December 31, 2020, 2019, and 2018, the Company recognized stock-based compensation expense, which is included in salaries and benefits expense on the Company’s Consolidated Statements of Income (dollars in thousands, except per share data) as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31,
​ |  | 2020 |  | 2019 |  | ​ | 2018
Stock-based compensation expense | ​ | $ | 9,258 | ​ | $ | 8,332 | ​ | $ | 6,132
Reduction of income tax expense | ​ |  | 1,944 | ​ |  | 1,750 | ​ |  | 1,287
Per share compensation cost | ​ | $ | 0.09 | ​ | $ | 0.08 | ​ | $ | 0.07
​ Stock Options The following table summarizes the stock option activity during the year ended December 31, 2020:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Weighted |  | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | ​ | ​
​ | ​ | Stock | ​ | Average | ​ | Remaining | ​ | Aggregate
​ | ​ | Options | ​ | Exercise | ​ | Contractual | ​ | Intrinsic
​ | ​ | (shares) | ​ | Price | ​ | Life | ​ | Value
Outstanding as of December 31, 2019 |  | 422,138 | ​ | $ | 32.48 |  |  |  | ​ |
Granted |  | — | ​ |  | — |  |  |  | ​ |
Exercised |  | (46,278) | ​ |  | 22.04 |  |  |  | ​ |
Forfeited |  | (4,582) | ​ |  | 31.83 |  |  |  | ​ |
Expired |  | (22,618) | ​ |  | 33.40 |  |  |  | ​ |
Outstanding as of December 31, 2020 |  | 348,660 | ​ |  | 33.81 |  | 1.76 | ​ | $ | 798,340
Exercisable as of December 31, 2020 |  | 317,237 | ​ |  | 34.00 |  | 1.63 | ​ |  | 764,501
​ During the year ended December 31, 2020, there were 46,278 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $555,000 and $1.6 million, respectively. Cash received from the exercise of stock options for the year ended December 31, 2020 was approximately $1.0 million, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $112,000. The total intrinsic value of all stock options outstanding was $798,000 as of December 31, 2020. During the year ended December 31, 2019, there were 56,619 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $684,000 and $2.1 million, respectively. Cash received from the exercise of stock options for the year ended December 31, 2019 was approximately $1.4 million, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $127,000. The total intrinsic value of all stock options outstanding was $2.3 million as of December 31, 2019. During the year ended December 31, 2018, there were 72,743 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $1.9 million and $2.8 million, respectively. Cash received from the exercise of stock options for the year ended December 31, 2018 was approximately $983,000, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $390,000. The total intrinsic value of all stock options outstanding was $656,000 as of December 31, 2018. Restricted Stock The Plan permits the granting of RSAs. Generally, RSAs vest one-third on each of the first, second and third anniversaries from the date of the grant. The value of the restricted stock awards was calculated by multiplying the fair market value of the Company’s common stock on the grant date by the number of shares awarded. Employees have the right to vote the shares and to receive cash or stock dividends for RSAs, if any. Nonvested shares of restricted stock are included in the computation of basic earnings per share. The following table summarizes the restricted stock activity for the year ended December 31, 2020:
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted
​ | ​ | Number of | ​ | Average
​ | ​ | Shares of | ​ | Grant-Date Fair
​ | ​ | RSAs | ​ | Value
Unvested as of December 31, 2019 |  | 431,642 | ​ | $ | 34.90
Granted |  | 208,514 | ​ |  | 33.63
Net settle for taxes |  | (55,336) | ​ |  | 36.40
Vested |  | (161,445) | ​ |  | 32.09
Forfeited |  | (16,868) | ​ |  | 34.19
Unvested as of December 31, 2020 |  | 406,507 | ​ |  | 35.61
​ ​ Performance Stock The Plan permits the granting of PSUs. PSUs are granted to certain employees at no cost to the recipient and are subject to vesting based on achieving certain performance metrics; the grant of PSUs is subject to approval by the Company’s Compensation Committee at its sole discretion. PSUs may be paid in cash or shares of common stock or a combination thereof. Holders of PSUs have no right to vote the shares represented by the units. In 2020, the PSUs awarded were market based awards with the number of PSUs ultimately earned based on the Company’s total shareholder return as measured over the performance period. ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | Number of |  | Weighted Average
​ | ​ | Shares of | ​ | Grant-
​ | ​ | PSUs | ​ | Date Fair Value
Unvested as of December 31, 2019 |  | 144,709 | ​ | $ | 37.24
Granted |  | 108,302 | ​ |  | 33.99
Net settle for taxes |  | (14,186) | ​ |  | 44.72
Vested |  | (38,922) | ​ |  | 39.80
Forfeited |  | (2,093) | ​ |  | 32.50
Unvested as of December 31, 2020 |  | 197,810 | ​ |  | 34.84
​ During years ended December 31, 2020, 2019 and 2018 PSUs were awarded with a market based component based on total shareholder return. The fair value of each PSU granted is estimated on the date of grant using the Monte Carlo simulation lattice model that uses the assumptions noted in the following table: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2020(5) |  | 2019(5) |  | 2018(5) |
Dividend yield(1) |  | 2.83 | % | 2.57 | % | 2.25 | %
Expected life in years(2) |  | 2.86 |  | 2.86 |  | 2.86 | ​
Expected volatility(3) |  | 24.33 | % | 24.04 | % | 23.47 | %
Risk-free interest rate(4) |  | 1.35 | % | 2.48 | % | 2.38 | %
(1) | Calculated as the ratio of the current dividend paid per the stock price on the date of grant.
(2) | Represents the remaining performance period as of the grant date.
(3) | Based on the historical volatility for the period commensurate with the expected life of the PSUs.
(4) | Based upon the zero-coupon U.S. Treasury rate commensurate with the expected life of the PSUs on the grant date.
(5) | Assumptions disclosed represent those used in the primary annual issuance.
The estimated unamortized compensation expense, net of estimated forfeitures, related to, restricted stock, performance stock and stock options issued and outstanding as of December 31, 2020 that will be recognized in future periods is as follows (dollars in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Restricted |  | Performance | ​ | ​ | Stock |  | ​ | ​
​ | ​ | Stock | ​ | Stock | ​ | ​ | Options | ​ | Total
2021 | ​ | $ | 4,997 | ​ | $ | 1,844 | ​ | $ | 67 | ​ | $ | 6,908
2022 | ​ |  | 2,579 | ​ |  | 957 | ​ | ​ | 66 | ​ |  | 3,602
2023 | ​ |  | 434 | ​ |  | — | ​ | ​ | 4 | ​ |  | 438
2024 | ​ |  | 42 | ​ |  | — | ​ | ​ | — | ​ |  | 42
Total | ​ | $ | 8,052 | ​ | $ | 2,801 | ​ | $ | 137 | ​ | $ | 10,990
​ ​

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