Jill Upson
About Jill Upson
Independent director (age 58) serving on Burke & Herbert Financial Services Corp.’s board since the May 3, 2024 Summit merger; prior board service dates to 2021 at Summit Financial Group . She is deemed independent under NASDAQ Rule 5605(a)(2) and is part of the board’s diversity cohort as an African American female director . Background includes executive leadership in West Virginia state government and prior elected office in the West Virginia House of Delegates (Vice Chair, Banking & Insurance Committee), with recognized work in civil rights and criminal justice reform .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Virginia House of Delegates | Member; Vice Chair of Banking & Insurance Committee | Not disclosed | Recognized by Governor of West Virginia with Civil Rights Award for criminal justice reform; served on various committees, caucuses, commissions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Herbert Henderson Office of Minority Affairs (WV) | Executive Director | Since 2018 | Executive leadership in state government |
| West Virginia Women’s Commission | Executive Director | Not disclosed | State commission leadership |
| Martin Luther King, Jr. State Holiday Commission | Chair | Not disclosed | Commission chair role |
| COVID-19 Advisory Commission on Racial Disparities (WV) | Chair | Not disclosed | Commission chair role |
Board Governance
- Independence: Classified independent under NASDAQ standards; not an employee; no material relationships triggering non-independence .
- Committees: Serves on the Enterprise Risk Management (ERM) Committee; not listed on Audit, Compensation, or Nominating & Governance Committees .
- Attendance: Board held 4 meetings in 2024; no director attended fewer than 75% of board/committee meetings; all directors standing for election attended the July 15, 2024 Annual Meeting .
- Board leadership: CEO also serves as Chair; independent oversight via two Vice Chairs leading executive sessions and evaluations (structural consideration for investors) .
- Anti-hedging: Directors prohibited from hedging company stock (alignment safeguard) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Enterprise Risk Management | Member | 3 | Oversees risk appetite, risk reporting framework, dialogue with CRO; monitors credit, operational, liquidity, info security risks |
| Audit | Not a member | 5 | Financial reporting oversight; all members independent; financial expert identified (McLaughlin) |
| Compensation | Not a member | 5 | Independent-only membership; manages CEO/NEO comp structure |
| Nominating & Governance | Not a member | 5 | Board composition, diversity disclosure, governance policies |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Deferred Compensation Participation | Notes |
|---|---|---|---|
| 2024 | 20,000 | Yes – deferred a portion of cash retainer/fees into the company’s Deferred Compensation Plan | Board/committee fee structure and per-meeting stipends applied per proxy; RSUs contingent on attendance |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| July 15, 2024 | RSUs | 1,000 | 55,170 | Vest on first anniversary, subject to continued service and attendance requirements | None disclosed for directors; attendance requirement only |
No director options or PRSUs disclosed for directors; 2024 director equity was RSUs with attendance-based vesting .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in director biographies or compensation tables |
| Interlocks with competitors/suppliers/customers | None disclosed for Upson; board-level related party disclosures do not list her |
Expertise & Qualifications
- Negotiation and communication skills; executive leadership across state commissions and offices .
- Public policy and governance experience; prior legislative finance/banking committee leadership .
- Diversity and community engagement credentials recognized by state leadership .
Equity Ownership
| Shares Beneficially Owned | % of Class | Pledged Shares | Ownership Guidelines | Timeframe to Compliance |
|---|---|---|---|---|
| 1,112 | <1% | None disclosed | Directors: $300,000 aggregate book value of required shares; Bank directors: $100,000 | 3-year period beginning on first day of service following Summit merger (May 3, 2024) |
Anti-hedging policy prohibits hedging transactions by directors; reinforces alignment .
Insider Trades
| Item | 2024 Status | Source |
|---|---|---|
| Section 16(a) late filings | No late filings identified for Upson; proxy lists other directors/officers with late/omitted reports, Upson not among them | |
| Hedging of company stock | Prohibited by company’s Insider Trading Policy | |
| Pledged shares | None disclosed for Upson; pledging disclosed for certain other directors (e.g., George 38,722; Hinkle 18,000) |
Governance Assessment
- Strengths: Independent status; ERM committee membership signaling engagement on risk oversight; attendance thresholds met; anti-hedging policy; no related-party transactions or pledging involving Upson disclosed .
- Alignment: 2024 director pay mix balanced between cash ($20k) and equity (RSUs $55.17k), with vesting tied to attendance; participation in Deferred Compensation Plan indicates deferral of cash fees (tax-efficient, long-term orientation) .
- Considerations: Board combines Chair/CEO roles; mitigated by independent Vice Chairs leading executive sessions and evaluations—investors may still prefer separation for enhanced oversight . Director ownership guideline ($300k book value) applies with a three-year compliance window post-merger; current beneficial holdings are below guideline but within compliance period .
- RED FLAGS: None specific to Upson in 2024 (no late Section 16 filings, no related-party transactions, no pledging). Broader board environment includes significant related-party lending given bank business model, though made on market terms and not adversely classified; monitor ongoing governance around insider transactions and independence reviews .