Jay McCamic
WESBANCOAbout Jay T. McCamic
Independent director of WesBanco, Inc. since 2003 (age 69), currently Chair of the Nominating Committee and a member of the Bank’s Loan Review and Trust Committees. An inactive lawyer and owner of McCamic Law Firm, PLLC; BA from the University of North Carolina and JD from West Virginia University College of Law. The Board classifies him as independent under Nasdaq standards; notable family relationship: his sister, Abigail M. Feinknopf, also serves on the Board. His long tenure and legal background provide regulatory and governance expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCamic Law Firm, PLLC | Owner; inactive lawyer | Not disclosed | Litigation-focused practice in PA/WV; regulatory perspective and legal training cited by WSBC as qualifications |
| American Bancorporation / Wheeling National Bank | Director (prior) | Not disclosed | Prior bank board experience; stockholder perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
- Independence: Independent under Nasdaq standards; non-independent directors are limited to Jeffrey H. Jackson, Todd F. Clossin, Denise Knouse-Snyder, and James W. Cornelsen (implies McCamic is independent). Board independence ratio ~80%.
- Committee assignments: Chair, Nominating Committee (WSBC); Member, Loan Review Committee (Bank); Member, Trust Committee (Bank).
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; majority attended the 2024 stockholders’ meeting except Jay T. McCamic (non-attendance noted in evaluation).
- Committee activity levels: Nominating Committee met 1 time in 2024; Audit 10; Compensation 3; Executive Committee 4.
- Independent director sessions and self-evaluation: Semi-annual meetings of independent directors; annual Board self-assessment; Code of Business Conduct and Ethics applies to directors.
Fixed Compensation (Director)
| Year | Cash Fees – WesBanco, Inc. ($) | Cash Fees – WesBanco Bank, Inc. ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 62,500 | 15,000 | 77,500 |
- Program structure: Annual retainer $50,000; Board meeting fee $1,500; Executive Committee meeting fee $1,250; other committee meeting fee $1,000; chair premiums apply to Chairman of the Board ($125,000) and Audit Chair ($75,000). Directors receive annual three-year time-vested restricted stock valued at $50,000. Employee directors receive no director fees.
Performance Compensation (Director)
| Year | Equity Grant Type | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | Time-vested Restricted Stock | 50,000 | Three-year cliff vesting (annual grants in April) | None; director equity is time-based, not performance-based |
Performance metric framework for directors: Not applicable (no EPS/TSR hurdles used for non-employee director equity).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public company/bank boards | American Bancorporation and Wheeling National Bank (prior) |
| Family interlocks | Sister: Abigail M. Feinknopf (WSBC director), representing significant share ownership; noted family relationship in proxy |
| Shared committees with affiliates | Nominating (Chair), Loan Review (Bank), Trust (Bank) |
Expertise & Qualifications
- Legal/regulatory: 41 years of practice; litigation across civil/criminal matters; designated “learned counsel” in federal capital cases; provides governance/regulatory perspective in a highly regulated industry.
- Shareholder perspective: Represents significant share ownership; travels extensively offering insights into economic trends across markets.
- Board skills: Long-tenured bank board experience; leadership on nominations, governance, and committee structure.
Equity Ownership
| Holder | Sole Voting & Investment | Shared Voting/Investment | % of Class | Unvested Time-Based RS |
|---|---|---|---|---|
| Jay T. McCamic | 39,370 shares | 147,113 shares (trusts; family foundation) | <1% (asterisked in table) | 3,168 shares |
- Breakdown (shared): 52,455 shares held in trust for his benefit; 41,258 shares held in trust for his children (co-trustee); 53,400 shares held in the McCamic Family Foundation (director).
- Pledging/hedging: Insider Trading Policy prohibits hedging and margin purchases; no pledging disclosed for McCamic.
- Ownership guidelines: Directors encouraged to own significant stock; WV law requires directors to own common stock; Board expects compliance with trading laws and procedures.
Governance Assessment
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Strengths
- Independent status with long tenure and deep legal/regulatory expertise; chairs Nominating, indicating governance influence and board refresh oversight.
- Material personal ownership (direct and indirect) and ongoing unvested RSUs enhance alignment; anti-hedging/margin policies reduce misalignment risks.
- Board processes: independent director sessions, annual self-evaluation, established committee structure and charters.
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Watch items and potential conflicts
- Family relationship: sister (Abigail M. Feinknopf) also on Board; while independence maintained under Nasdaq, familial ties can raise perceived interlock/conflict concerns if not actively mitigated.
- Attendance: did not attend the 2024 stockholders’ meeting; though ≥75% meeting attendance met, missing the annual meeting can be viewed negatively for investor engagement.
- Related party transactions: No McCamic-specific transactions disclosed; the company’s policy presumes Regulation O-compliant credit relationships do not impair independence. Continue monitoring for any law firm or foundation transactions.
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Director compensation alignment
- Mix is balanced: cash retainer/meeting fees plus time-based equity ($50,000 grant). No performance-based director equity; alignment relies on share ownership and time-based vesting.
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Overall implication
- Board effectiveness appears supported by McCamic’s governance role and independence. The sibling relationship and annual meeting absence are minor red flags requiring monitoring but do not, by proxy disclosure, compromise independence or committee service.