Lee Burdman
WESBANCOAbout Lee J. Burdman
Lee J. Burdman (age 61) joined Wesbanco, Inc.’s Board on February 28, 2025 following the Premier Financial Corp. acquisition. He is Co‑Founder and Managing Partner of Redstone Investments (shopping center development) and sits on the board of SIMCO Management Corp. (residential apartment management). He previously served on the boards of United Community Financial Corp. and Home Savings Bank (2011–2020) and holds a BA in Economics (University of Michigan) and an MBA (Duke Fuqua) . He is deemed an independent director by the Board under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premier Financial Corp. (and predecessors) | Director | 2020–Feb 2025 | Appointed from Premier; governance experience through merger into WSBC |
| United Community Financial Corp.; Home Savings Bank | Director | 2011–2020 | Banking oversight; prior public company board experience |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Redstone Investments | Co‑Founder & Managing Partner | 1992–present | Shopping center development; real estate/CRE expertise |
| SIMCO Management Corp. | Director | n/a | Residential apartment management (OH/PA) |
Board Governance
- Independence: Classified as independent; current/nominee independence ratio 80% of the Board .
- Committee assignments: As of the 2025 proxy, Audit Committee members are Lisa A. Knutson (Chair), D. Bruce Knox, Michael J. Crawford, Robert J. Fitzsimmons; Compensation Committee members are Rosie Allen‑Herring (Chair), Gregory S. Proctor, Jr., Lisa A. Knutson; Nominating Committee members are Jay T. McCamic (Chair), Lisa A. Knutson, D. Bruce Knox. Burdman is not listed on these committees in the proxy .
- Attendance/engagement: In 2024, each director attended at least 75% of Board/committee meetings; Burdman joined in 2025, so 2024 attendance not applicable. Independent directors held executive sessions at least twice in 2024 (most recent Oct 24, 2024) .
- Appointment terms: Appointed pursuant to the Premier merger; WSBC agreed to include the Premier appointees as recommended nominees for at least a full three‑year term .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Payable quarterly for non‑employee directors |
| Board meeting fee | $1,500 per Board meeting | 8 regular Board meetings per year |
| Executive Committee meeting fee | $1,250 per meeting | Paid if serving on Executive Committee |
| Other committee meeting fee | $1,000 per meeting | Applies to other corporate committees |
| Chair fees | $125,000 (Board Chair); $75,000 (Audit Chair) | Annual fee for designated chair roles |
| 2024 director pay for Burdman | – | No 2024 WSBC director compensation; elected Feb 28, 2025 |
Performance Compensation
| Equity Award | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Time‑vested restricted stock (directors) | $50,000 per year | Three‑year time‑based vesting; granted at April reorg meeting | None disclosed for directors (time‑based only) |
Note: Executive equity plans include performance‑based awards; however, non‑employee director equity is time‑vested per the proxy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock Notes |
|---|---|---|---|
| United Community Financial Corp.; Home Savings Bank | Public (historical) | Director (2011–2020) | Prior bank board service; not a current interlock |
| SIMCO Management Corp. | Private | Director | Property management; no related‑party transactions with WSBC disclosed |
| Redstone Investments | Private | Co‑Founder & Managing Partner | Real estate development; any credit relationships would be subject to Regulation O if applicable; none disclosed |
Expertise & Qualifications
- 30+ years in real estate development, commercial real estate lending, and executive management, adding sector knowledge relevant to credit/CRE risk oversight .
- Academic credentials: BA Economics (Michigan), MBA (Duke Fuqua) .
Equity Ownership
| Holder/Vehicle | Shares | Notes |
|---|---|---|
| Sole voting and investment | 37,164 | Includes 7,446 shares in Burdman 401(k) and 29,718 in the Lee J. Burdman Family Trust (sole trustee) inline (7) |
| Shared voting and/or investment | 25,053 | Includes 1,843 in Bonnie Deutsch Burdman Family Trust; 3,723 in spouse’s 401(k); 5,532 in Purple Burd LP; 12,965 in KB Kidz LP; 990 in Marsha Burdman Family Trust (co‑trustee) inline (8) |
| Total beneficial ownership | 62,217 | Sum of sole and shared holdings; percent of class reported as “*” (less than 1%) |
| Outstanding shares (context) | 95,670,246 | Common shares outstanding as of Mar 3, 2025 (context for % of class) |
Pledging/hedging: The proxy highlights no short sales/hedging/pledging in executive compensation practices; no pledging by Burdman is disclosed. WSBC has insider trading procedures; directors are expected to comply with all applicable laws .
Governance Assessment
- Board effectiveness and independence: Burdman strengthens real estate and CRE lending oversight; he is independent under Nasdaq rules. No WSBC committee assignment yet, so near‑term influence depends on eventual committee placement (e.g., Risk, Loan Review at the bank level) .
- Ownership alignment: Holds 62,217 beneficial shares via personal, trust, retirement, and family partnership interests; below 1% of class but demonstrates skin‑in‑the‑game. Directors are encouraged to own meaningful stock; directors also receive annual time‑vested equity grants .
- Conflicts/related‑party exposure: No related‑party transactions involving Burdman are disclosed. WSBC’s policy requires Audit Committee approval for related‑party transactions and presumes Regulation O‑compliant credit relationships do not impair independence .
- Shareholder signals: 2024 say‑on‑pay received ~81% support—acceptable but not exemplary—suggesting room for continued engagement on pay alignment; Compensation Committee uses an independent consultant (Cowden) and maintains clawback and ownership guidelines (for executives) .
- RED FLAGS: None disclosed specific to Burdman—no attendance issues (new in 2025), no related‑party deals, no hedging/pledging disclosed. Monitoring points: future committee assignments; any WSBC credit relationships with Redstone or SIMCO should remain Regulation O‑compliant and pre‑cleared under the Related Party Transaction Policy .
Overall: Burdman brings deep CRE domain expertise and prior public bank board experience, supporting credit and market oversight. Independence and ownership alignment appear adequate, with low conflict risk based on disclosures to date. Continued tracking of committee placement and any lending relationships is warranted to assess ongoing board influence and potential conflicts.