Rosie Allen-Herring
WESBANCOAbout Rosie Allen-Herring
Rosie Allen-Herring (age 58) has served on WesBanco, Inc.’s Board since 2022 and is an independent director. She chairs the Compensation Committee at the Corporation and chairs the Bank’s Trust and Community Development Committees; she also serves on Wesbanco Bank’s Mid-Atlantic Advisory Board. She is President & CEO of United Way of the National Capital Area (since 2013), previously Managing Director in Fannie Mae’s Community Investment & Engagement division (1992–2013), and earlier a Corporate Consumer Banking Officer at Bank of America/Maryland; she holds a B.A. in Economics (Howard University) and an MBA (Strayer University). The Board cites her leadership experience managing a $50M organization and multi‑billion portfolios, corporate finance background, and equity investment expertise as qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | Managing Director, Community Investment & Engagement | 1992–2013 | Led community investment and engagement; multi‑billion portfolio oversight cited by WSBC as relevant board skill |
| Bank of America/Maryland | Corporate Consumer Banking Officer | Prior to 1992 | Consumer banking operations experience |
| Old Line Bank | Director (prior) | Not specified | Prior public bank board experience |
| University of Maryland, American University, Howard University | Guest/Adjunct Lecturer | Since 2014 (UMD); prior engagements at AU/Howard | Philanthropy & Nonprofit Leadership; governance/leadership teaching experience |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| United Way of the National Capital Area | President & CEO | Since 2013 | Interlock: WSBC director James W. Cornelsen serves on United Way NCA board |
| MedStar Health, Inc. | Director | Not specified | Healthcare system governance |
| Greater Washington Board of Trade | Director | Not specified | Regional business leadership |
| Wesbanco Bank, Inc. | Mid‑Atlantic Advisory Board Member | Current | Market advisory role (Bank) |
Board Governance
- Independence: Board determined Allen‑Herring is independent under Nasdaq standards; overall Board independence is 80%.
- Committees: Chair, Compensation Committee (Corporation); members include Gregory S. Proctor, Jr. and Lisa A. Knutson (all independent). She chairs Bank Trust and Community Development Committees and serves on Bank’s Mid‑Atlantic Advisory Board.
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; majority attended the 2024 annual meeting, except Jay T. McCamic, Rosie Allen‑Herring, and James Cornelsen.
- Engagement: Compensation Committee met three times in 2024 and once in 2025; as chair, Allen‑Herring works with the CEO to set agendas and meets in executive session without management; committees conduct regular executive sessions.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees – Wesbanco, Inc. | 64,000 | Annual retainer and meeting fees |
| Fees – Wesbanco Bank, Inc. | 42,800 | Bank board/committee fees |
| Equity – Restricted Stock (grant date fair value) | 50,000 | Three‑year time‑vested director grant |
| Total | 156,800 | Sum of cash and equity |
| Program Parameters (Directors) | Amount ($) | Notes |
|---|---|---|
| Annual retainer (Corporation) | 50,000 | Payable quarterly |
| Board meeting fee | 1,500 per meeting | Corporation Board meetings (8 in 2024) |
| Executive Committee meeting fee | 1,250 per meeting | When Board does not meet |
| Committee meeting fee | 1,000 per meeting | Other Corporation committees |
| Equity grant (directors) | 50,000 | Three‑year time‑vested restricted stock, granted at April reorg meeting |
| Chair fees (reference) | 125,000 (Board Chair); 75,000 (Audit Chair) | No separate Compensation Chair fee disclosed |
Performance Compensation
- No performance‑based compensation is disclosed for non‑employee directors; director equity grants are time‑vested (not tied to performance metrics).
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond WSBC; prior public bank board experience at Old Line Bank.
- Notable interlock: United Way NCA – Allen‑Herring is CEO; WSBC director James W. Cornelsen serves on United Way NCA board. Flag for potential influence pathways (philanthropy/sponsorships).
- Compensation Committee interlocks: None—WSBC discloses no compensation committee interlocks/insider participation.
Expertise & Qualifications
- Education: B.A., Economics (Howard University); MBA with honors (Strayer University); International Fellow (University of Cape Town Graduate School of Business; Duke University Graduate School of Public Policy).
- Technical/industry expertise: Corporate finance, equity investment, community investment, and leadership managing a $50M organization and multi‑billion portfolios.
- Board qualifications cited by WSBC: Leadership, finance, investment background, and market representation (Mid‑Atlantic).
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Total beneficial ownership | 5,897 shares | As of Jan 31, 2025; includes restricted shares described below; <1% of class (starred) |
| Unvested time‑based restricted stock (directors) | 3,168 shares | Standard director grants outstanding (time‑vested) |
| Restricted stock awards by year (vest dates) | 917 (vest 2025); 1,940 (vest 2026); 1,828 (vest 2027) | Included in beneficial ownership schedule; award and vest timing specified |
- Pledging/hedging: Policy prohibits short sales, hedging, and pledging of WSBC stock by insiders/directors.
- Ownership guidelines: WSBC maintains stock ownership guidelines for executive officers and non‑employee directors; policy encourages significant stock ownership, though specific director multiples are not disclosed.
- Section 16 compliance: No late filings reported for 2024.
Governance Assessment
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Strengths
- Independent director with deep finance and community investment background; chairs Compensation Committee—demonstrated governance leadership.
- Active committee cadence with executive sessions; compensation oversight includes use of independent consultants and alignment policies (no hedging/pledging; clawback policy on incentive comp).
- Director equity grants foster alignment via multi‑year vesting; material personal share ownership.
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Watch items / RED FLAGS
- Missed attendance at 2024 annual stockholders’ meeting (though met ≥75% Board/committee attendance). Track future meeting attendance.
- Interlock: United Way NCA—Allen‑Herring is CEO while WSBC director Cornelsen sits on its board; monitor any WSBC contributions/sponsorships or business dealings for related‑party optics (none disclosed).
- Related‑party transactions policy permits ordinary‑course Reg O‑compliant credit relationships; no Allen‑Herring specific related‑party transactions disclosed (law firm fees relate to another director). Maintain oversight.
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Shareholder sentiment signal
- Say‑on‑pay approval ~81% in 2024; Compensation Committee reviewed feedback but made no significant changes; monitor trajectory as CEO/CFO comp trends evolve.
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Overall view
- Governance profile is solid: independent status, substantive committee leadership, and clear alignment policies. Attendance at annual meeting is a minor flag but not a material governance impairment absent a pattern. Interlock with United Way NCA warrants disclosure monitoring but no conflicts are reported.