Patricia A. Milon
About Patricia A. Milon
Patricia A. Milon (age 62) has served as an independent director of First United Corporation since July 2020. She sits on the Nominating, Compensation, Strategic Planning, and Risk & Compliance Committees and is described as an accomplished bank regulatory expert with 30+ years in enterprise risk management and corporate governance; she operates her own consulting firm, Milford Advisory Group, LLC . The Board has formally determined she is independent under Nasdaq Rule 5605, and all directors in 2024 met the minimum 75% attendance threshold with the Board holding 12 meetings that year .
Past Roles
| Organization | Role | Tenure | Responsibilities/Impact |
|---|---|---|---|
| Milford Advisory Group, LLC | Principal/Owner | Not disclosed | Consulting on bank regulatory matters, compliance/legal/regulatory risk mitigation, governance advisory; engagements with fintech/regtech and public/private/non-profit entities |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| First United Bank & Trust (subsidiary) | Bank subsidiary | Director | All current directors of the Corporation also serve on the Bank’s board |
Board Governance
- Committee memberships: Nominating; Compensation; Strategic Planning; Risk & Compliance (no chair roles disclosed for Ms. Milon) .
- Independence: Board determined Ms. Milon is an “independent director” under Nasdaq rules; Audit, Compensation, and Nominating Committees are fully independent .
- Attendance: Board met 12 times in 2024; each director met or exceeded the 75% combined Board and committee attendance expectation .
- Board process: Independent director executive sessions are held and led by the Independent Lead Director (Brian R. Boal) .
- Committee meeting cadence (2023 reference):
Committee Meetings (2023) Ms. Milon Membership Audit 5 Not a member Asset & Liability 4 Not a member Strategic Planning 3 Member Compensation 5 Member Nominating 2 Member Risk & Compliance 4 Member
Fixed Compensation
- Structure (2024): Non-employee directors received a $15,000 cash retainer, 1,000 fully-vested shares (grant-date fair value $21,940 at $21.94/share), $1,000 per Board/Bank board meeting (reduced to $200 for short special meetings), and $500 per committee meeting; committee chairs (Audit, Compensation until Dec 1, 2024, Nominating) received an additional $2,500 annual cash retainer .
- Election feature: Directors may elect to receive some/all cash retainers in stock based on the prior day’s mean price .
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | 32,900 | 32,900 |
| Stock awards ($) | 13,230 (1,000 fully-vested shares at $13.23/share) | 21,940 (1,000 fully-vested shares at $21.94/share) |
| Total ($) | 46,130 | 54,840 |
Notes: No additional “all other compensation” was disclosed for Ms. Milon in 2023–2024; several peers elected to take portions of retainers in stock, but Ms. Milon’s table line does not include such election footnotes .
Performance Compensation
- None disclosed for directors. Equity awards to directors are fully vested at grant and not subject to performance conditions; no options, PSUs, or performance-linked director awards are disclosed .
Other Directorships & Interlocks
- No other public company directorships are disclosed for Ms. Milon in the proxy; all current directors also serve on the Bank’s board (subsidiary) .
Expertise & Qualifications
- Banking/financial sector expertise; executive leadership; risk management; strategic planning; corporate governance .
- Professional focus on regulatory/compliance risk mitigation; advisory work across public companies, fintech/regtech, private firms, and non-profits .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 9,481 shares |
| Percent of outstanding | <1% (6,473,375 shares outstanding) |
| Ownership guidelines (Directors, excl. CEO) | Expected to hold shares worth at least $100,000; must hold 100% of net shares granted until guideline met |
| Hedging policy | Corporation has not adopted a hedging policy for employees/directors |
| Deferred compensation | Directors may elect to defer fees under the Deferred Compensation Plan |
Governance Assessment
- Board effectiveness and independence: Ms. Milon strengthens oversight on risk and compliance through committee service; Board independence is robust with all key committees independent .
- Engagement/attendance: Board met 12 times in 2024; directors met the ≥75% attendance threshold; independent director executive sessions support counterbalance to management .
- Compensation alignment: Director pay mix balances cash and equity with fixed meeting fees; fully-vested annual share grants provide ownership exposure though not performance-linked .
- Ownership alignment: Ms. Milon beneficially owns 9,481 shares (<1%); directors are subject to $100,000 ownership guideline and 100% net share retention until compliant (director-specific compliance status not disclosed) .
- Conflicts/related parties: No related party transactions were disclosed for Ms. Milon at election (2020); current related-party processes require Audit Committee review and Board approval, with disclosed vendor relationship tied to another director (Mr. Walls) and managed with oversight .
- RED FLAGS:
- Lack of a formal hedging policy for directors/employees may present alignment risk if hedging is permitted without disclosure .
- No performance conditions attached to director equity grants (fully-vested) reduces pay-for-performance linkage for directors .
Compensation Committee practices (context): Use of independent consultant (Aon), peer benchmarking, executive sessions, and annual review of incentive risk controls reinforce governance rigor in compensation oversight (applies primarily to executives) .