H. Andrew Walls, III
About H. Andrew Walls, III
Independent director (age 64) serving on First United Corporation’s board since May 2006. Committee memberships: Asset & Liability Management, Strategic Planning, and Risk & Corporate Compliance; designated independent under Nasdaq rules. Beneficial owner of 64,458 shares, including 14,854 held by Morgantown Printing & Binding, Inc., which he owns; disclosed ownership is less than 1% of outstanding shares (6,473,375). The board held 12 meetings in 2024 and each director met the ≥75% attendance expectation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MPB Print and Sign Super Store (Morgantown Printing & Binding, Inc.) | Owner/Operator | ~28 years | Operates a large printing business serving Monongalia County market; business management, M&A and marketing experience cited as board-relevant skills |
| United Way (local), Public Theatre, Red Cross, Salvation Army | Board Member | Not disclosed | Community leadership and nonprofit governance roles |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| United Way | Director/Board Member | No | Community organization |
| Public Theatre | Director/Board Member | No | Community organization |
| Red Cross | Director/Board Member | No | Community organization |
| Salvation Army | Director/Board Member | No | Community organization |
| Other public company boards | — | — | None disclosed |
Board Governance
- Committees: Asset & Liability Management; Strategic Planning; Risk & Corporate Compliance
- Independence: Determined independent by the Board under Nasdaq Rule 5605; all Audit, Compensation, and Nominating committee members are independent
- Attendance: Board met 12 times in 2024; each director attended at least 75% of combined Board and committee meetings; directors expected to attend annual strategic planning
- Board leadership: CEO is Chair; an Independent Lead Director (currently Brian Boal) presides over executive sessions of independent directors and pre-approves agendas/schedules
- Executive sessions: Regular executive sessions of independent directors conducted; led by Independent Lead Director
Fixed Compensation
| Component | 2024 Program Terms | Amount/Rate | Notes |
|---|---|---|---|
| Annual cash retainer (Non-Employee Directors) | Fixed | $15,000 | May elect to receive in stock at mean price prior to payment date |
| Board meeting fee | Per meeting attended | $1,000 | $200 for special meetings <2 hours |
| Committee meeting fee (Corp) | Per meeting attended | $500 | Applies to Corporation committees |
| Committee chair retainer | Annual | $2,500 | Audit, Compensation, Nominating chairs |
| Equity grant | Annual | 1,000 fully-vested shares; grant-date fair value $21,940 ($21.94/sh) | Granted in 2024 |
| Deferred compensation eligibility | Plan participation | Eligible | Directors may defer fees |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| H. Andrew Walls, III | 36,600 | 21,940 | 58,540 |
Notes:
- Of the cash, $14,985 was elected as stock (683 shares at $21.94/sh), separate from the 1,000-share equity grant .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual director equity grant | 2024 | 1,000 shares | $21,940 ($21.94/sh) | Fully vested at grant |
| Cash retainer elected in stock | 2024 | 683 shares | $14,985 ($21.94/sh) | Fully vested at issuance |
- No performance metrics (e.g., EPS/ROAE/TSR) apply to director grants; director equity is time-based and fully vested .
Other Directorships & Interlocks
| Relationship | Entity | Nature | 2024 Amount | 2023 Amount | 2025 Plan/Expectation |
|---|---|---|---|---|---|
| Related-party vendor | Morgantown Printing & Binding (owned by Walls and a trust for his minor children) | Printing, document storage, warehouse services for First United | $181,004 | $172,755 | ~$200,000 expected in 2025 |
- Governance controls: Audit Committee reviews and approves related-party transactions; board policies align with Regulation O, FRB Sections 23A/23B, and Maryland law .
Expertise & Qualifications
- Business management and operations; M&A experience; marketing skills; deep knowledge of Monongalia County, WV market served by the bank .
- Community and nonprofit board experience (United Way, Public Theatre, Red Cross, Salvation Army) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 64,458 | Includes 14,854 shares owned by Morgantown Printing & Binding, Inc. |
| Percent of outstanding | <1% | Outstanding shares: 6,473,375 |
| Approx. value at $33.71/sh (12/31/2024) | $2,173,000 (64,458 × $33.71) | Uses company’s disclosed 12/31/2024 close price $33.71 and disclosed share count |
| Pledged shares | Not disclosed | No pledging disclosure in proxy |
| Hedging policy | No hedging prohibition | The Corporation has not adopted a hedging policy for directors/employees |
| Director ownership guideline | ≥$100,000 in value | Director stock ownership guidelines adopted; directors expected to hold ≥$100,000; executive officers 75% net shares retention until guideline met; directors 100% retention |
| Deferred compensation participation | Eligible | Directors may defer fees into plan investment options |
Governance Assessment
-
Strengths:
- Long tenure with local market expertise; active roles on risk and strategic planning committees support board oversight of capital, asset-liability, and enterprise risk frameworks .
- Confirmed independence under Nasdaq rules; board maintains robust executive sessions led by Independent Lead Director; each director met attendance expectations in 2024 .
- Mixed director pay structure (cash + equity) with option to take retainers in stock; formal director stock ownership guidelines (≥$100,000) improve alignment .
-
Watch items / RED FLAGS:
- Related-party transactions: First United purchases services from Morgantown Printing & Binding (owned by Walls); payments were $181,004 (2024), $172,755 (2023), with ~$200,000 expected in 2025. While Audit Committee oversight and compliance with Regulation O/Sections 23A/23B/Maryland law are disclosed, this recurring vendor relationship warrants ongoing scrutiny for pricing, competitiveness, and renewal terms.
- Hedging policy: Company has not adopted a policy restricting hedging by directors/employees; investors often prefer prohibitions to ensure alignment.
- Chair roles: No committee chair assignments disclosed for Walls; influence is via membership rather than leadership positions.
-
Director Compensation Mix (2024):
- Cash: $36,600; Equity: $21,940; Total: $58,540. Equity component increases ownership but is fully vested at grant (no performance conditions).
-
Independence and Attendance:
- Independent under Nasdaq definitions; board-level disclosure indicates each director met ≥75% attendance in 2024.
Overall implication: Walls brings market-specific operating expertise and serves on risk and strategic committees, but the recurring related-party vendor tie to his owned company is the primary governance risk signal despite formal oversight. The absence of a hedging prohibition is another alignment risk to monitor; continued adherence to ownership guidelines and disclosure controls partially mitigate these concerns.