Lacy I. Rice, III
UNITED BANKSHARES INC/WVAbout Lacy I. Rice, III
Lacy I. Rice, III (age 63) is an independent director of United Bankshares, Inc. (UBSI), serving since 2022; he is co‑founder and managing partner of Federal Capital Partners (FCP) and serves on UBSI’s Audit Committee . His background spans 35+ years in real estate investment and corporate finance, including as a Principal at The Carlyle Group, with prior roles at Alex. Brown, Haas & Haynie Corporation, and Chemical Bank; external board/community involvement includes the National Multifamily Housing Council (NMHC), NMHC Affordable Housing Council, Urban Land Institute (ULI), and the Boys & Girls Clubs of Greater Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Capital Partners (FCP) | Co‑Founder & Managing Partner | — | Leads a private real estate investment firm deploying JV equity, mezzanine debt, and preferred equity across residential/commercial assets . |
| The Carlyle Group | Principal; investment committee member for real estate funds | — | Real estate funds Investment Committee experience . |
| Alex. Brown | Professional roles | — | Early career finance experience . |
| Haas & Haynie Corporation | Professional roles | — | Early career experience . |
| Chemical Bank | Professional roles | — | Early career banking experience . |
| American Community Properties Trust (NYSE: APO) | Board Chairperson (prior) | — | FCP purchased and took the company private; board leadership experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Multifamily Housing Council (NMHC) | Board Member | — | Multifamily housing industry leadership . |
| NMHC Affordable Housing Council | Member | — | Affordable housing policy/industry engagement . |
| Urban Land Institute (ULI) | Member | — | Real estate development thought leadership . |
| Boys & Girls Clubs of Greater Washington | Board Member | — | Community service; youth development . |
| Shepherd University | Former Board Member | — | Prior academic board service . |
| BB&T Advisory Board | Former Member | — | Prior advisory role . |
| Mercersburg Academy Alumni Council | Former Member | — | Prior alumni leadership role . |
Board Governance
- Committee assignments: Audit Committee member; not a chair. Audit Committee members: Gary G. White (Chair), Mark R. Nesselroad, Lacy I. Rice, III, Mary K. Weddle, and P. Clinton Winter; Audit Committee met 4 times in 2024 and is fully independent under NASDAQ/SEC rules .
- Independence: Governance & Nominating Committee determined Rice is independent in both 2025 and 2024 .
- Attendance and engagement: In 2024, the Board met 7 times; each incumbent director attended at least 75% of Board and applicable committee meetings; all 14 incumbent directors attended the 2024 annual meeting; independent directors met twice . In 2023, each incumbent director attended at least 75%; independent directors met twice .
- Lead Independent Director: P. Clinton Winter serves as Lead Director of the independent directors .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/SERP ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 66,000 | 59,993 | — | — | — | — | 125,993 |
- Structure overview: Directors receive an annual retainer of $45,000 plus $2,500 per Board meeting attended ($1,250 if virtual), and $2,500 per committee meeting attended ($1,250 if virtual); annual restricted stock awards with grant date fair value of $60,000 under the 2020 LTI Plan; Mr. Rice also receives $1,000 per United Bank Advisory Board meeting ($500 if virtual) .
- Grant valuation: 2024 director equity grant fair value calculated using closing price $34.36 on Feb 22, 2024; restricted shares vest time‑based over three years .
Performance Compensation
| Element | Details |
|---|---|
| Performance-Based Metrics | None disclosed for director compensation; equity awards are time‑based restricted stock with 3‑year vesting . |
| Grant Date & Valuation Basis | Feb 22, 2024; closing price used for ASC 718 valuation was $34.36 . |
No options, cash bonuses, or PSU/TSR‑linked director awards are disclosed; director compensation is cash retainer/meeting fees plus time‑based restricted stock .
Other Directorships & Interlocks
| Entity | Role/Relationship | Potential Interlock/Conflict | Status/Board Determination |
|---|---|---|---|
| FCP Housing Preservation Fund, L.P. | UBSI intends a $5 million CRA investment in the Fund; Rice owns ~33.29% of an entity that owns 80% of the manager of the Fund | Related‑party exposure due to Rice’s ownership interest in Fund manager | Governance & Nominating Committee determined Rice remains independent; proposed investment does not constitute payment for property/services under NASDAQ Rule 5605(a)(2)(D) . |
| American Community Properties Trust (NYSE: APO) | Former Board Chairperson; company later taken private by FCP | Prior public company governance role; no current UBSI interlock noted | Informational; not a current interlock . |
Expertise & Qualifications
- Real estate investment and corporate finance expertise, including principal role at The Carlyle Group and extensive experience across real estate asset classes; adds geographic market knowledge relevant to United .
- Audit oversight: financially literate under NASDAQ standards; serves on Audit Committee alongside an SEC‑defined “audit committee financial expert” (Mary K. Weddle) .
Equity Ownership
| As of Date | Beneficially Owned Shares | Unvested Restricted Shares | Pledged Shares | Notes |
|---|---|---|---|---|
| March 3, 2025 / Dec 31, 2024 | 36,911 | 3,127 | Not disclosed as pledged; pledge examples cited for other directors only | Outside directors must own ≥5,000 shares; policy prohibits hedging/pledging (grandfathered exceptions; total pledged shares by Board/NEOs 0.15% of outstanding) . |
- Guideline compliance: Outside directors must beneficially own at least 5,000 shares; Rice beneficially owns 36,911 shares, indicating compliance with stock ownership requirements .
- Hedging/pledging: Company policy prohibits hedging and pledging; pledge footnotes list Converse (100,000) and Winter (112,412); no pledge disclosure for Rice .
- Section 16(a): No delinquent ownership reports for directors/NEOs in 2024 .
Governance Assessment
- Strengths: Independent status reaffirmed in 2025 and 2024; Audit Committee membership; full independence of key committees; board/committee attendance at ≥75%; meaningful equity ownership with anti‑hedging/pledging controls .
- Alignment: Director pay is balanced between cash fees and annual restricted stock; RSUs are time‑based and provide ongoing ownership alignment; Rice held 3,127 unvested shares at year‑end 2024 .
- RED FLAG (monitored): UBSI’s planned $5 million CRA investment in a fund whose manager is majority‑owned by an entity in which Rice holds ~33.29%—a related‑party exposure; the Governance & Nominating Committee concluded this does not impair independence per NASDAQ rules, but investors may monitor execution and disclosures for potential conflicts .
- Clean compliance signals: No Section 16(a) filing delinquencies for 2024 .