Diana Lewis Jackson
UNITED BANKSHARES INC/WVAbout Diana Lewis Jackson
Independent director (since 2022) and member of United Bankshares, Inc.’s Risk Committee; age 62 as of the 2025 record date. President and Founder of Action Facilities Management (AFM), a government and commercial contractor with ~400 employees across ten states and Washington, D.C., bringing government contracting and operational expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WVU Board of Governors | Appointee | Not disclosed | Higher-education oversight; regional governance experience |
| WVU Hospital Board of Directors | Appointee | Not disclosed | Healthcare oversight; risk perspective |
| United Bank Advisory Board (subsidiary) | Advisory Board Member | Not disclosed | Market/relationship advisory; paid per meeting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Discover the Real West Virginia Foundation | Board/Committee Member | Not disclosed | Economic development engagement |
| West Virginia Higher Education Policy Commission | Member | Not disclosed | State higher-ed policy |
| West Virginia Regional Technology Park Board | Director | Not disclosed | Technology/innovation governance |
| WVU Medicine Cancer Institute Council | Council Member | Not disclosed | Healthcare and community impact |
| AFM (Action Facilities Management) | President & Founder | Ongoing | Government contracting leadership; diversity champion |
Board Governance
- Status: Independent director; independence affirmed by Governance & Nominating Committee in Feb 2025 and Feb 2024 .
- Committee assignments: Risk Committee member (risk oversight across nine enterprise risk categories) .
- Attendance: In 2024, each incumbent director attended ≥75% of aggregate board and applicable committee meetings; all 14 incumbent directors attended the 2024 annual meeting . Executive sessions of independent directors were held twice in 2024 .
- Ownership/Conduct rules: Outside directors must beneficially own ≥5,000 shares; anti-hedging and anti-pledging policy (exceptions grandfathered; aggregate pledges 0.15% of common shares as of Mar 3, 2025) .
- Board structure: Lead Independent Director (P. Clinton Winter); supermajority independent committees (Audit, Compensation & Human Capital, Risk, Governance & Nominating) .
Fixed Compensation
| Component | Structure/Rate | 2024 Amount |
|---|---|---|
| Annual director retainer (cash) | $45,000 (outside directors) | — |
| Board meeting fees | $2,500 in-person; $1,250 virtual per meeting | — |
| Committee meeting fees | $2,500 in-person; $1,250 virtual per meeting | — |
| Committee chair retainers (context) | Audit $6,000/qtr; Risk $5,000/qtr; Compensation $3,000/qtr; Governance $3,000/qtr | — |
| Advisory Board fees (subsidiary) | $1,000 per meeting; $500 virtual | — |
| Cash fees earned (D. L. Jackson) | Aggregate of retainer/meeting fees | $66,000 (2024) |
| Director stock award (grant-date fair value) | Annual restricted stock (time-based, 3-year vesting) | $59,993 (2024) |
| Total director compensation (D. L. Jackson) | Cash + equity | $125,993 (2024) |
Additional program features:
- Deferred Compensation Plan (409A-compliant): directors may defer board fees; paid beginning 12 months after separation in lump sum or installments ≤5 years .
- Non-employee director annual pay cap: $500,000 value limit (equity measured at accounting grant-date value) under 2025 Equity Incentive Plan .
Performance Compensation
Directors do not receive performance-based pay; equity is time-based, not contingent on metrics.
| Equity Element | Grant Date | Vesting | Unvested Shares (12/31/2024) |
|---|---|---|---|
| Restricted stock (annual grant) | Feb 22, 2024 | 3-year time-based vesting; voting and dividends accrue pre-vest | 3,127 shares (D. L. Jackson) |
Other Directorships & Interlocks
- Public company directorships: None disclosed .
- Subsidiary advisory role: United Bank Advisory Board (fees per meeting) .
- Related-party transaction (potential interlock/conflict):
- AFM provided unarmed security services to the bank subsidiary; fees were $360,050 in 2024 (<5% of AFM revenue), reviewed/approved under related-party policy; independence standards satisfied .
- Prior year fees: $340,631 in 2023 (<5% AFM revenue); independence affirmed .
Expertise & Qualifications
- Government contracting, facilities services, security services; founder-operator experience across multi-state operations; community leadership; award recognition including WV Business Hall of Fame (2021), SBA honors .
Equity Ownership
| Metric | As of 2024 | As of 2025 |
|---|---|---|
| Beneficial shares (direct/indirect) | 10,295 | 12,199 |
| Unvested restricted shares | 3,127 (12/31/2024) | Not disclosed |
| Shares outstanding (context) | 135,038,870 (3/7/2024) | 143,466,834 (3/6/2025) |
| Ownership % (computed) | ~0.0076% (10,295 / 135,038,870) | ~0.0085% (12,199 / 143,466,834) |
| Pledged shares | None disclosed for Jackson; aggregate director/executive pledges 0.15% of shares outstanding (specific pledges identified for other directors) |
Governance Assessment
-
Strengths:
- Clear independence despite related-party exposure; Audit Committee oversight and quantitative thresholds (<5% of AFM revenue) mitigate conflict risk .
- Active on Risk Committee, aligning skill set (security/services operations) with enterprise risk oversight .
- Solid engagement: board-wide ≥75% attendance; presence at 2024 annual meeting .
- Ownership alignment: exceeds 5,000-share director guideline; time-based equity vests over three years; anti-hedging/anti-pledging policies in place .
-
Watch items / RED FLAGS:
- Related-party services through AFM: continued monitoring warranted; ensure competitive bidding, routine fee benchmarking, and clear recusal from related deliberations .
- Advisory Board compensation: modest, but track aggregate fee mix to avoid over-reliance on cash relative to equity alignment .
Overall signal: Governance quality appears sound with structured independence reviews and risk committee engagement; low attendance or pay anomalies are not indicated. The AFM relationship is disclosed, quantitatively limited, and overseen under policy—investors should monitor renewals and fee trends but current treatment aligns with NASDAQ/SEC independence standards .