Beth E. Moran
About Beth E. Moran
Beth E. Moran, age 61, is an independent director of First United Corporation since January 2023, serving on the Strategic Planning, Asset & Liability Management, and Audit Committees; she is a licensed attorney with over 25 years of legal experience in estate planning and real estate, and participates in her family’s operating businesses and charitable foundations . The Board determined she meets Nasdaq independence standards and she serves on the Bank subsidiary board alongside other directors . In 2024, the Board held 12 meetings, and every director met the expectation of at least 75% combined Board/committee attendance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legal practice | Licensed attorney (estate planning; real estate leasing/management) | 25+ years | Legal, governance and risk expertise relevant to Board work |
| Moran Coal Company | Family business participant/management | Not disclosed | Operational and business management experience |
| Fore Sisters Golf | Family business participant/management | Not disclosed | Small-business operations and local market familiarity |
| Meadowland, Inc. | Property investment company participant/management | Not disclosed | Real estate investment and oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lions Foundation Trust | Board member | Not disclosed | Community and philanthropic governance exposure |
| Donald and Virginia Moran Foundation | Treasurer | Not disclosed | Oversight of charitable finances and governance |
| First United Bank & Trust (subsidiary) | Director (all parent directors serve) | Current | Bank governance alignment and strategic oversight |
Board Governance
- Committee memberships: Strategic Planning Committee (member), Asset & Liability Management Committee (member), Audit Committee (member) .
- Audit Committee leadership: Chair is Christy M. DiPietro; the Audit Committee report lists Moran as a member alongside Boal and Hessler .
- Independence: The Board affirmed Moran is an “independent director” under Nasdaq Rule 5605; Audit, Compensation, and Nominating committees are fully independent .
- Attendance: The Board met 12 times in 2024; all directors achieved ≥75% combined Board/committee attendance; directors are expected to attend the annual strategic planning meeting .
- Governance practices: Independent Lead Director role (currently Brian R. Boal); regular executive sessions of independent directors; ongoing director education and committee rotation every 2–3 years .
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Fees earned or paid in cash | 39,600 | Director fees across Board/committee service |
| Stock awards (fully-vested shares) | 21,940 | 1,000 fully-vested shares granted at $21.94 per share (ASC 718) |
| Cash retainer paid in shares (election) | 4,980 | 227 shares at $21.94 per share elected in lieu of cash |
| Total | 61,540 | Sum of cash and stock awards |
- Structure: Non-Employee Directors received a $15,000 cash retainer, 1,000 fully-vested shares, $1,000 per Board meeting ($200 for short specials), and $500 per committee meeting; certain chairs receive an extra $2,500 retainer; directors may elect to receive retainers in stock .
- Deferred compensation: Directors may participate in the Amended and Restated Executive and Director Deferred Compensation Plan .
Performance Compensation
| Performance-linked component | Metric(s) | 2024 Structure | Outcome |
|---|---|---|---|
| None for directors | N/A | Annual equity grants are fully-vested; no options, RSUs, or performance metrics for directors | No performance-based pay disclosed |
The Corporation’s performance-based plans (STIP/LTIP) apply to executives, not directors; Moran did not receive options or performance-vesting awards as a director .
Other Directorships & Interlocks
| Category | Disclosure | Notes |
|---|---|---|
| Public company boards | None disclosed | No other public boards identified in proxy |
| Subsidiary boards | First United Bank & Trust | All parent directors also serve on the Bank’s board |
| Non-profit/charitable | Lions Foundation Trust; Donald and Virginia Moran Foundation | Governance roles noted above |
| Shared interlocks/conflicts | None disclosed | No disclosed shared directorships creating conflicts |
Expertise & Qualifications
- Legal and governance: Licensed attorney with extensive estate planning and real estate experience; governance and board matters expertise .
- Operational/business management: Active involvement in family operating companies (coal, golf course, property investment) contributing to risk management and strategic planning skillset .
- Audit oversight: Serves on Audit Committee; contributes to financial oversight alongside committee financial experts .
Equity Ownership
| Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Feb 28, 2025) | 209,650 | 3.2% | Significant direct/indirect holding disclosed |
| Shares under power of attorney | 182,698 | — | Moran has investment and voting discretion via POA |
- Stock ownership guidelines: Directors (other than CEO) are expected to hold ≥$100,000 in shares; directors must retain 100% of net shares until guideline achieved (compliance for directors not individually disclosed) .
- Hedging policy: The Corporation has not adopted a policy restricting directors’ hedging transactions in Company stock, which is atypical versus many governance best practices .
- Section 16(a) filings: No late filings were disclosed for directors in 2024, with exceptions only for the CEO and an officer; no late reports attributed to Moran .
Governance Assessment
- Strengths: Independent status; multi-committee engagement including Audit; strong disclosed share ownership (3.2%) aligning interests; consistent attendance expectations met at the Board level; robust Board processes (lead independent director, executive sessions, education) .
- Alignment indicators: Annual fully-vested equity grants, ability to elect stock in lieu of cash retainers, and director stock ownership guidelines of at least $100,000 support longer-term alignment, though granular compliance status for directors is not broken out by individual .
- Potential conflicts/monitoring: Moran’s voting and investment discretion over 182,698 shares via power of attorney is material; investors should monitor the underlying relationships/entities for any proposals or votes where discretionary authority could create perceived influence or conflicts, though no related-party transactions tied to Moran are disclosed in the last two fiscal years .
- Red flags: Absence of a formal hedging policy for directors and employees is shareholder-unfriendly versus common governance safeguards; the proxy does not disclose pledging policies or restrictions, and none are noted for Moran .
- Engagement signals: Audit Committee signatory and active committee rotation practices indicate engagement in financial oversight and governance refresh cycles .
Summary implication: Moran’s independence, audit involvement, and substantial beneficial ownership are positive for alignment and oversight; the large POA-based voting discretion and lack of a hedging policy warrant investor attention as governance risk factors even in the absence of disclosed related-party transactions .