John F. Barr
About John F. Barr
Independent director of First United Corporation since May 2014; age 71. Committee assignments: Asset and Liability Management Committee and Strategic Planning Committee. Background includes Chairman of Ellsworth Electric, Inc. (past President 1991–2020), four-term Washington County (MD) Commissioner, and leadership roles at the Maryland Association of Counties (MACo), including President in 2016; sworn in December 2024 by Governor Wes Moore for another MACo Board term. Skills cited: local/state civic expertise, business management, commercial/industrial knowledge, risk management, and deep knowledge of Washington County and Maryland markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ellsworth Electric, Inc. | Chairman of the Board; past President | President 1991–2020; current Chairman | Leads regional electrical/insulation services business; commercial/industrial market expertise |
| First United Corporation Advisory Council | Member | 5 years prior to May 2014 | Pre-board advisory role; community and market engagement |
| Washington County, MD | County Commissioner; Board President | Four terms; returned in 2022 as Board President | Civic leadership; policy experience in local governance |
| Maryland Association of Counties (MACo) | Board Director; President (2016) | Board 2014–2019; President in 2016; sworn in Dec 2024 for another term | Statewide policy leadership; intergovernmental networking |
External Roles
| Organization | Current Role | Start/Status | Notes |
|---|---|---|---|
| Ellsworth Electric, Inc. | Chairman of the Board | Current | Operates across MD/PA/VA/WV; commercial/industrial services |
| Washington County Board of Commissioners | President | Returned in 2022 | Four total terms; local governance leadership |
| Maryland Association of Counties (MACo) | Board of Directors | Sworn Dec 2024 | Prior service 2014–2019; MACo President in 2016 |
Board Governance
- Independence: Board determined John F. Barr is an “independent director” under Nasdaq Rule 5605; Audit/Compensation/Nominating committees are composed entirely of independent directors .
- Committee assignments: Asset and Liability Management Committee (reviews Asset/Liability, Investment, Liquidity, Capital Plans) and Strategic Planning Committee (long-term planning, ERM review) .
- Attendance: The Board held 12 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; directors are expected to attend annual strategic planning meeting .
- Board processes: Regular executive sessions led by Independent Lead Director (Brian R. Boal); annual Board and committee self-evaluations; committee rotation every 2–3 years to broaden oversight competencies .
- Policies: Codes of Ethics, Corporate Governance Guidelines, Insider Trading Policy, Luxury Expenditure Policy, Incentive Compensation Recovery (clawback) Policy are maintained and reviewed regularly .
Fixed Compensation
Director compensation program terms (2024):
| Component | Amount/Term | Notes |
|---|---|---|
| Cash retainer | $15,000 | Annual cash retainer for Non-Employee Directors |
| Equity grant | 1,000 fully-vested shares; $21,940 grant date fair value | Valued at $21.94 per share; ASC 718 |
| Board meeting fee | $1,000 per meeting; $200 for short special meetings | No duplicate fee when Board and Bank boards meet together |
| Committee meeting fee (Corp) | $500 per committee meeting attended | Applies to Corporation committees |
| Committee chair retainer | $2,500 (Audit, Compensation, Nominating chairs) | Chair premium |
| Committee meeting fee (Bank) | $500 per Bank board committee meeting attended | All Corporation directors also serve on Bank board |
| Stock in lieu of cash | Available election by directors | Shares determined by mean of prior day high/low |
John F. Barr – 2024 Director Compensation:
| Metric | Amount ($) |
|---|---|
| Fees earned or paid in cash | 35,200 |
| Stock awards (grant-date fair value) | 21,940 |
| All other compensation | — |
| Total | 57,140 |
Notes:
- Barr elected to receive a portion of cash retainer in stock: $14,985 paid in 683 shares at $21.94 per share (these shares are excluded from the “Stock awards” column) .
- Equity awards consist of 1,000 fully-vested shares valued at $21.94 per share; ASC 718 .
- Director compensation reviewed with Aon’s Human Capital Solutions (independent consultant) supporting the Compensation Committee .
Performance Compensation
- Directors receive fully-vested stock grants; no performance-vesting conditions, options, or PSUs disclosed for directors; no performance metrics tied to director compensation were described .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Not disclosed for Barr in the proxy; disclosed external roles are civic/private . |
| Related-party transactions | Bank engages in ordinary-course banking transactions with directors and their affiliates on substantially same terms as non-related parties; specific vendor relationship disclosed for another director (MP&B; fees $181,004 in 2024 and $172,755 in 2023); Audit Committee reviews/approves related party transactions to ensure compliance with Regulation O and relevant laws . |
Expertise & Qualifications
- Extensive local/state civic expertise; business management and commercial/industrial market knowledge; risk management; deep knowledge of Washington County and Maryland markets .
- Advisory Council experience prior to board election adds institutional familiarity and stakeholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| John F. Barr | 28,429 | <1% (*) |
Notes:
- Percentages calculated relative to 6,473,375 shares outstanding (record date February 28, 2025) .
- Director Stock Ownership Guidelines: Directors (other than the CEO) are expected to hold shares worth at least $100,000; directors must retain 100% of net shares granted until guideline achieved. NEOs were in compliance as of the proxy date; director compliance not explicitly stated .
Governance Assessment
- Strengths: Independent status; service on ALCO and Strategic Planning aligns with banking risk/strategy oversight; meets attendance expectations; elected to receive part of cash retainer in stock, signaling alignment; Board uses independent compensation consultant and conducts executive sessions to reinforce independence .
- Alignment: Beneficial ownership of 28,429 shares; annual fully-vested share grants and voluntary stock-in-lieu election enhance skin-in-the-game; ownership guidelines require $100,000 director holdings, reinforcing long-term alignment (director compliance not disclosed) .
- Potential Conflicts/Red Flags: Company has not adopted a hedging policy restricting directors’ ability to hedge, which is shareholder-unfriendly and can weaken alignment if used; monitor any ordinary-course banking transactions with Barr’s affiliates (none specifically disclosed for Barr) .
- Board Effectiveness Signals: Structured committee rotation, regular evaluations, and Independent Lead Director role support robust oversight; all key committees are independent, and board refreshment has progressed since 2014 with multiple retirements/hiring, sustaining diversity of viewpoints and skills .