Patrice A. Harris
UNITED BANKSHARES INC/WVAbout Patrice A. Harris
Patrice A. Harris, MD, MA, FAPA, age 65, is a practicing psychiatrist (child/adolescent and forensic), CEO of eMed, and former president of the American Medical Association; she has served on the UBSI Board since 2020. Education includes a BA in psychology, MA in counseling psychology, and MD from West Virginia University; residencies and a fellowship at Emory; adjunct appointments at Emory and Morehouse School of Medicine; she is a Fellow of the APA. Committee roles include membership on the Compensation and Human Capital Committee and the Governance and Nominating Committee, with expanded service on the Executive Committee by 2024. Dr. Harris’s nominee overview confirms director tenure and principal experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Medical Association (AMA) | President (first African American woman) | 2019 | National leadership; policy influence; visibility on physician issues |
| AMA Board of Trustees | Trustee | Since 2011 | Chair of AMA Opioid Task Force (public health risk oversight) |
| eMed | Chief Executive Officer | Current | Healthcare operating leadership; technology-enabled care |
| Emory University | Adjunct Assistant Professor (Psychiatry) | Ongoing | Academic contributions; training and mentorship |
| Morehouse School of Medicine | Adjunct Clinical Assistant Professor (Psychiatry) | Ongoing | Academic contributions; community health focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Psychiatric Association (APA) | Leadership roles | Various | Professional society leadership |
| Medical Association of Georgia | Leadership roles | Various | State medical association role |
| Big Cities Health Coalition | Leadership roles | Various | Urban public health collaboration |
| Georgia Psychiatric Physicians Association | Leadership roles | Various | Regional psychiatric leadership |
| Georgia Psychiatry PAC | Founding President | Historical | Advocacy leadership |
| Other public-company directorships | Not disclosed | — | No other public boards listed in nominee overview |
Board Governance
- Committee assignments: Member—Compensation and Human Capital Committee; Governance and Nominating Committee; Executive Committee (2024). Not a committee chair; chair roles held by other directors.
- Independence: Governance and Nominating Committee (Feb 20, 2025) determined Dr. Harris and all members of the Compensation and Human Capital, Audit, Risk, and Governance & Nominating Committees are independent under NASDAQ and SEC standards.
- Attendance and engagement: In 2024 the Board met seven times; each incumbent director attended at least 75% of Board and applicable committee meetings; all 14 incumbent directors attended the 2024 Annual Meeting. Executive Committee met twice; Audit met four times; Governance & Nominating met three times.
- Compensation Committee interlocks: Committee report states no member (including Dr. Harris) had relationships requiring Item 404 disclosure; no executive officer served on other entities’ compensation committees creating interlocks.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $56,250 | $77,500 |
| Stock Awards ($, grant-date fair value) | $59,995 | $59,993 |
| Option Awards ($) | — | — |
| Non-Equity Incentive/Change in Pension/All Other ($) | — | — |
| Total ($) | $116,245 | $137,493 |
| Non-Employee Director Compensation Program (structure) | Amount/Terms |
|---|---|
| Annual Board retainer (cash) | $35,000 (non-executive directors) |
| Board meeting fee | $2,500 per meeting attended; $1,250 if by conference call/virtual |
| Committee meeting fee | $2,500 per committee meeting; $1,250 if virtual; no fees for certain insiders (Adams Sr., Adams Jr., Fitzgerald) |
| Annual equity grant (RSUs) | $60,000 grant-date fair value; 3-year time-based vesting |
| Chair retainers (quarterly) | Audit $6,000; Compensation & Human Capital $3,000; Governance & Nominating $3,000; Risk $5,000; Lead Independent Director $6,000 |
| Deferred Compensation Plan | Directors may defer fees; distributions 12 months after separation in lump sum or installments ≤5 years |
Performance Compensation
| Performance Metrics Tied to Director Compensation | 2023 | 2024 |
|---|---|---|
| Explicit performance metrics (TSR, revenue, ESG) | None (director equity is time-based RSUs; no options granted) | None (director equity is time-based RSUs; no options granted) |
- Equity award timing/policy: Company does not currently grant options or option-like instruments; will evaluate timing policies if instituted.
- Vesting: Director RSUs vest solely on time (3-year schedule), reinforcing hold-based alignment rather than short-term performance metrics.
Other Directorships & Interlocks
| Committee | Interlocks/Insider Participation | Notes |
|---|---|---|
| Compensation & Human Capital Committee | None; no relationships requiring Item 404 disclosures among members (incl. Dr. Harris) | Formal report affirms independence and lack of interlocks |
Expertise & Qualifications
- Clinical and public-health leadership: Former AMA president; chair of AMA Opioid Task Force; psychiatric subspecialty expertise (child/adolescent, forensic).
- Operating experience: CEO of eMed, with healthcare operations and technology interface.
- Academic credentials: WVU BA, MA, MD; Emory residencies/fellowship; adjunct roles at Emory and Morehouse School of Medicine; Fellow of APA.
- Board-relevant competencies: Governance, human capital, and executive/strategic oversight via Compensation & Human Capital, Governance & Nominating, and Executive Committee memberships.
Equity Ownership
| Beneficial Ownership (Shares) | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares owned (beneficial) | 8,238 | 10,145 | 12,357 |
| Options and RSUs (table headers show; no options disclosed) | — | — | — |
| Unvested RSUs Held (as of year-end) | 2020 | 2021 | 2023 |
|---|---|---|---|
| Unvested RSUs (shares) | 422 | 1,667 | 3,035 |
- Ownership guidelines: Outside directors must beneficially own at least 5,000 shares; Dr. Harris’s beneficial ownership (12,357 shares in 2025) exceeds the guideline, indicating compliance. Anti-hedging and anti-pledging policies in place; aggregate pledged shares by Board members and NEOs were 0.15% of common shares outstanding as of March 3, 2025.
- Hedging/pledging restrictions: Directors prohibited from hedging and pledging company equity, with limited grandfathered exceptions; exceptions require Governance Chair and CEO approval.
Governance Assessment
- Independence and committee coverage: Independence reaffirmed (Feb 20, 2025). Her roles on Compensation & Human Capital and Governance & Nominating, plus Executive Committee membership, position her within key oversight lines (pay, board effectiveness, strategy/M&A), supporting board effectiveness.
- Attendance signal: Board met seven times in 2024; the disclosure that all incumbents met ≥75% attendance and attended the Annual Meeting supports engagement; Executive and core committees met multiple times, with Harris participating via memberships.
- Pay and alignment: Director pay mix balances cash retainers/meeting fees with time-based RSUs ($60,000 grant-date fair value; 3-year vesting), encouraging long-term alignment; cash fees rose YoY for Harris, consistent with added responsibilities/meetings.
- Ownership alignment: She meets director ownership requirements and increases beneficial holdings over time; anti-hedging/pledging policy reduces misalignment risk.
- Potential conflicts: Compensation Committee report notes no Item 404 relationships; independence review lists specific relationships for other directors but none material; no related-party transactions involving Harris disclosed.
- RED FLAGS: None disclosed—no attendance shortfalls, no related-party transactions, no pledging above thresholds, no director-specific tax gross-ups or option repricings noted.
Fixed Compensation (Program Detail)
| Element | Description |
|---|---|
| Board retainer and meeting fees | $35,000 annual retainer; $2,500 per Board meeting/$1,250 if virtual |
| Committee fees | $2,500 per committee meeting/$1,250 if virtual |
| Chair retainers | Audit $6k/qtr; Comp & Human Capital $3k/qtr; Governance & Nominating $3k/qtr; Risk $5k/qtr; Lead Independent $6k/qtr |
| Equity | RSUs grant-date fair value $60,000; 3-year time-based vesting |
| Deferral | DCP allows fee deferral; payout 12 months post-separation, lump sum or installments ≤5 years |
Performance Compensation (Director Awards)
| Metric/Instrument | 2023 | 2024 |
|---|---|---|
| RSU grant-date fair value | $60,000 (time-based vesting) | $60,000 (time-based vesting) |
| Options/option-like awards | None granted; no timing policy needed currently | None granted; no timing policy needed currently |
| Performance metrics (TSR, revenue, ESG) | Not used for director equity; awards are time-based RSUs | Not used for director equity; awards are time-based RSUs |
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Other public company boards | None listed in nominee overview for Dr. Harris |
| Compensation Committee interlocks | None; no Item 404 relationships among members |
Expertise & Qualifications
| Domain | Evidence |
|---|---|
| Healthcare leadership | AMA presidency; CEO of eMed |
| Public health oversight | Chair AMA Opioid Task Force |
| Academic medicine | Emory and Morehouse adjunct roles |
| Governance and pay oversight | Member—Compensation & Human Capital; Governance & Nominating; Executive Committee |
Equity Ownership
| Year | Beneficial Shares | Notes |
|---|---|---|
| 2023 | 8,238 | Tenure progressing; meets ownership guidelines by 2023 |
| 2024 | 10,145 | Increasing ownership |
| 2025 | 12,357 | Above 5,000-share guideline |
| Year-end | Unvested RSUs (shares) |
|---|---|
| 2020 | 422 |
| 2021 | 1,667 |
| 2023 | 3,035 |
Governance Assessment
- Overall, Harris’s independence, committee participation across compensation, governance, and executive strategy, consistent attendance, and adherence to ownership/anti-hedging policies support investor confidence in board effectiveness.
- Compensation structure is standard for non-employee directors (cash plus time-based RSUs), with no performance-linked metrics or options, limiting pay-for-performance levers but aligning with industry practice for director remuneration.
- No conflicts or related-party exposures are cited for Harris; the committee interlocks disclosure and independence review further mitigate risk-of-conflict concerns.