Christy M. DiPietro
About Christy M. DiPietro
Independent director at First United Corporation (FUNC), age 63, serving since January 2021. A Chartered Financial Analyst (CFA) with deep experience in fixed income, investment strategy, risk management, and wealth management; designated audit committee financial expert and currently serves as Audit Committee Chair. The Board affirms her independence under Nasdaq rules; she also sits on the Asset & Liability Management and Strategic Planning Committees. Board met 12 times in 2024 and each director attended at least 75% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Associates, Inc. | Vice President & Portfolio Manager – Fixed Income | Prior role (dates not disclosed) | Managed $2.3B in high-quality taxable fixed income assets for institutional clients; investment analysis, asset allocation, risk management focus. |
| Hidden Cove Advisory (Family Office) | Family office manager; private investor | Current | Oversees investment strategy, asset allocation, tax, insurance, estate planning, property management, and charitable giving. |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Hidden Cove Advisory | Family office manager | Private | Investment and family office management across multiple disciplines. |
Board Governance
- Independence: The Board determined DiPietro is independent under Nasdaq Rule 5605; Audit, Compensation, and Nominating Committees comprise only independent directors.
- Committees: Audit (Chair), Asset & Liability Management, Strategic Planning; designated audit committee financial expert.
- Audit Committee membership (2024 report): Brian R. Boal, Christy M. DiPietro, Kevin R. Hessler, Beth E. Moran.
- Attendance: Board held 12 meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings during service period.
- Shareholder engagement: Board-driven outreach year-round; Lead Independent Director role active; evolving governance practices.
- Annual meeting attendance policy: All directors expected to attend; seven directors attended the 2024 annual meeting.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $36,600 | Includes Board and committee meeting fees; as Audit Chair, eligible for additional $2,500 annual cash retainer. |
| Stock awards | $21,940 | Annual grant of 1,000 fully-vested shares at $21.94 per share (grant date fair value). |
| All other compensation | $0 | None disclosed. |
| Total | $58,540 | Sum of cash fees and stock awards. |
Structure and elections:
- Standard non-employee director compensation: $15,000 cash retainer; $1,000 per Board meeting ($200 for short special meetings); $500 per committee meeting; $2,500 annual retainer for chairs (Audit, Compensation, Nominating).
- Equity: 1,000 fully-vested shares annually (grant date fair value $21,940 in 2024).
- Stock-in-lieu election: DiPietro elected $14,985 of cash retainer in stock, receiving 683 shares at $21.94 per share (not counted in “Stock awards” column).
Performance Compensation
| Element | 2024 Grant | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Annual director equity grant (Common Stock) | 1,000 shares; $21,940 grant date fair value | Fully vested at grant | None | Standard annual director grant; separate from any cash-in-lieu elections. |
| Options/PSUs | None disclosed | N/A | N/A | No option awards or performance-based director equity disclosed. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in the proxy. |
Expertise & Qualifications
- Chartered Financial Analyst; extensive investment management and wealth management experience.
- Audit committee financial expert under SEC Item 407; currently Audit Committee Chair.
- Skill set includes strategic planning, banking, finance, investments, executive management, and risk management.
Equity Ownership
| Data Point | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of Feb 28, 2025) | 13,814 shares | As reported in beneficial ownership table. |
| Ownership % of outstanding | <1% | Table indicates “Less than 1.0%”; outstanding shares were 6,473,375 as of record date. |
| Vested vs. unvested | Not disclosed | Director grants are fully vested at grant; no unvested director equity disclosed. |
| Pledging/Hedging | No hedging policy adopted for insiders; insider trading policy in place. | |
| Stock ownership guidelines (Directors) | Minimum $100,000 in shares; hold 100% of net shares until guideline met | Compliance status for directors not disclosed; executives reported in compliance. |
Section 16 compliance:
- The company reported no late Section 16 filings for directors in 2024 (exceptions were CEO Carissa Rodeheaver and executive Julie W. Peterson).
Governance Assessment
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Strengths:
- Independence and audit leadership: Independent director, Audit Chair, and audit committee financial expert—supports strong financial reporting oversight.
- Active committees: Service on Asset & Liability and Strategic Planning aligns with risk oversight and long-term planning.
- Attendance: Met ≥75% attendance threshold; Board maintains annual self-evaluations and committee rotations.
- Transparent director pay structure with mix of cash and equity; ability to elect stock-in-lieu enhances alignment.
-
Potential red flags / watch items:
- No anti-hedging policy for insiders—could permit hedging that weakens alignment (though an insider trading policy exists).
- Combined CEO/Chair leadership structure—mitigated by a formal Lead Independent Director role and policy.
- Related-party transactions exist at Board level (e.g., services from a company owned by another director), though none identified for DiPietro; transactions are reviewed under formal policies (Reg O, Sections 23A/23B).
-
Alignment:
- Annual equity grants and stock-in-lieu elections indicate skin-in-the-game; director ownership guideline targets $100,000, but director compliance status isn’t disclosed.
Overall, DiPietro’s audit leadership and financial expertise bolster investor confidence in FUNC’s governance and reporting controls, with minor structural risks (anti-hedging gap, combined Chair/CEO) mitigated by strong independent oversight frameworks.