UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934 (Amendment No.     )

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UNITED BANKSHARES, INC.

(Name of Registrant as Specified In Its Charter)

 

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NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2020 Annual Meeting of Shareholders of UNITED BANKSHARES, INC. (“United”) will be held on Tuesday, May 12, 2020, at 4:00 p.m., Eastern Time (the “Annual Meeting”). Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees, shareholders, and our community, this year’s Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.meetingcenter.io/276813252 at the meeting date and time. Because the Annual Meeting is virtual and being conducted via live webcast, shareholders will not be able to attend the Annual Meeting in person. It is important to note that shareholders have the same rights and opportunities by participating in a virtual meeting as they would if attending an in-person meeting. Details regarding how to participate in the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying proxy statement.

At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters:

1.    To elect eleven (11) persons to serve as directors of United. The nominees selected by the current Board of Directors are listed in the accompanying Proxy Statement for this Annual Meeting.

2.    To ratify the selection of Ernst & Young LLP to act as the independent registered public accounting firm for 2020.

3.    To approve, on an advisory basis, the compensation of United’s named executive officers.

4.    To approve the United 2020 Long-Term Incentive Plan.

The close of business on March 5, 2020, has been fixed by the Board of Directors as the record date for determining the shareholders entitled to notice of and to vote at this Annual Meeting. Please have your proxy card available when you access the online meeting. The password for the meeting is UBSI2020.

Your vote is extremely important to us. You may vote via telephone or over the internet, as well as by mailing the enclosed proxy card. Please see the proxy card or page 2 of the attached proxy statement for instructions on these methods of voting.

WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY OR VOTE BY TELEPHONE OR OVER THE INTERNET AS PROMPTLY AS POSSIBLE REGARDLESS OF YOUR PLANS TO ATTEND THE ONLINE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME AND VOTE ONLINE THROUGH THE WEB PAGE.

TWO INDIVIDUALS, WHO ARE NOT DIRECTORS OF UNITED, HAVE BEEN NAMED IN THE PROXY TO VOTE THE SHARES REPRESENTED BY PROXY. IF YOU WISH TO CHOOSE SOME OTHER PERSON TO ACT AS YOUR PROXY, MARK OUT THE PRINTED NAME AND WRITE IN THE NAME OF THE PERSON YOU SELECT.

By Order of the Board of Directors

 

Richard M. Adams

Chairman of the Board and

Chief Executive Officer

March 30, 2020

 

UNITED BANKSHARES, INC.

2020 PROXY STATEMENT

TABLE OF CONTENTS

 

		Page
PROXY STATEMENT			1
VOTING INFORMATION			1
PROPOSAL 1: ELECTION OF DIRECTORS			5
DIRECTORS WHOSE TERMS EXPIRE IN 2020 AND NOMINEES FOR DIRECTORS			6
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			10
GOVERNANCE OF THE COMPANY			12
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			21
AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			21
PROPOSAL 3: APPROVAL OF, ON AN ADVISORY BASIS, THE COMPENSATION OF UNITED’S NAMED EXECUTIVE OFFICERS			23
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)			23
EXECUTIVE COMPENSATION			35
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION			52
PROPOSAL 4: APPROVAL OF THE UNITED 2020 LONG-TERM INCENTIVE PLAN			52
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATIONS OF DIRECTORS, AND OTHER BUSINESS OF SHAREHOLDERS			65
FORM 10-K			67

		United Bankshares, Inc. P.O. Box 1508 United Square Fifth and Avery Streets Parkersburg, West Virginia 26101

 

 

PROXY STATEMENT

 

 

General Information

These proxy materials are delivered in connection with the solicitation by the Board of Directors of United Bankshares, Inc. (“United,” the “Company,” “we,” or “us”), a West Virginia corporation, of proxies to be voted at our 2020 Annual Meeting of Shareholders and at any adjournment or postponement.

You are invited to attend the 2020 Annual Meeting of Shareholders on May 12, 2020, beginning at 4:00 p.m. Eastern Time. Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees, shareholders, and our community, the 2020 Annual Meeting of Shareholders will be a completely virtual meeting of shareholders, which will be conducted exclusively online via live webcast. You will be able to attend and participate in the Annual Meeting, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/276813252 on May 12, 2020 at 4:00 p.m. Eastern Time. It is important to note that shareholders have the same rights and opportunities by participating in a virtual meeting as they would if attending an in-person meeting.

This proxy statement, form of proxy and voting instructions are being mailed on or about March 30, 2020.

 

 

VOTING INFORMATION

 

 

Shareholders Entitled to Vote

Holders of record of United common shares at the close of business on March 5, 2020, are entitled to receive this notice and to vote their shares electronically at the Annual Meeting. As of that date, there were 101,549,451 common shares outstanding. Each common share is entitled to one vote on each matter properly brought before the Annual Meeting.

How You Can Vote

Shareholders of record may vote their shares electronically at the virtual Annual Meeting or may vote by proxy by mail, by telephone or by Internet.

Proxies may be revoked at any time before they are exercised by (1) written notice to the Secretary of the Company, (2) timely delivery of a valid, later-dated proxy or (3) voting electronically at the Annual Meeting.

You may save us the expense of a second mailing by voting promptly. Choose one of the following voting methods to cast your vote.

 

1

Vote By Mail

If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to us in the postage-paid envelope provided.

Vote By Telephone or Internet

If you have telephone or Internet access, you may submit your proxy by following the instructions on the proxy card.

Vote at the Annual Meeting

The method by which you vote now will in no way limit your right to vote electronically at the Annual Meeting if you later decide to attend the virtual Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote online at the Annual Meeting.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Voting on Other Matters

If any other matters are properly presented for consideration at the Annual Meeting, the persons named in the enclosed form of proxy intend to exercise their discretionary authority in accordance with applicable federal and state laws and regulations to vote on those matters for you. On the date this proxy statement went to press, we do not know of any other matter to be raised at the Annual Meeting.

Required Vote and Cumulative Voting

The presence, online at the Annual Meeting or by proxy, of the holders of a majority of all of the shares of stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

A plurality of the votes cast is required for the election of directors. Abstentions and broker “non-votes” are not counted for purposes of the election of directors.

In the election of directors, shareholders cast one (1) vote for each nominee for each share held. However, every shareholder has the right of cumulative voting, electronically in person or by proxy, in the election of directors. Cumulative voting gives each shareholder the right to aggregate all votes which he or she is entitled to cast in the election of directors and to cast all such votes for one candidate or distribute them among as many candidates and in such a manner as the shareholder desires.

At our 2020 Annual Meeting, the number of directors to be elected will be eleven (11), and each shareholder will have the right to cast eleven (11) votes in the election of directors for each share of stock held on the record date. If you wish to exercise, by proxy, your right to cumulative voting in the election of

 

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directors, you must provide a proxy showing how your votes are to be distributed among one or more candidates. Unless contrary instructions are given by a shareholder who signs and returns a proxy, all votes for the election of directors represented by such proxy will be divided equally among the nominees to be elected. If cumulative voting is invoked by any shareholder, the vote represented by the proxies delivered pursuant to this solicitation, which does not contain contrary instructions, may be cumulated at the discretion of the Board of Directors of United Bankshares, Inc. in order to elect to the Board of Directors the maximum number of nominees named in this proxy statement.

With respect to (i) the ratification of the selection of Ernst & Young LLP to act as the independent registered public accounting firm for the fiscal year that began January 1, 2020, (ii) the nonbinding resolution to approve the compensation of United’s named executive officers and (iii) the approval of the United 2020 Long-Term Incentive Plan, if a quorum exists, the affirmative vote of a majority of the votes cast is required for approval of such matters. In voting for these matters, shares may be voted “for” or “against” or “abstain”. In determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker “non-votes” will be disregarded and have no effect on the outcome of the vote.

On March 5, 2020, there were 101,549,451 shares of common stock outstanding that are held by approximately 6,252 shareholders of record and 59,214 shareholders in street name. The presence electronically at the meeting or by proxy of a majority of the outstanding shares of United Bankshares, Inc. will constitute a quorum at the Annual Meeting.

Attending the Virtual Annual Meeting

The 2020 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast on the internet. No physical meeting will be held. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/276813252. You will also be able to vote your shares online by attending the Annual Meeting by webcast.

To participate in the Annual Meeting, you will need to review the information included on your proxy card. The control number assigned to you is included on the grey box on the front of the proxy card. The password for the meeting is UBSI2020. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 4:00 p.m. on May 12, 2020, Eastern Time. We encourage you to access the meeting prior to the start of the meeting to leave ample time for the check-in process. Please follow the registration instructions as outlined below.

You may submit questions beginning on May 11, 2020 or during the Annual Meeting by going to the virtual meeting site at www.meetingcenter.io/276813252, entering your control number and the password, UBSI2020. Once logged in, click on the messages icon at the top of the screen to type in your question, then click the arrow icon on the right to submit. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. The meeting is not to be used as a forum to present personal matters, or general economic, political or other views that are not directly related to the business of United and the matters properly before the meeting, and therefore questions on such matters will not be answered.

How to Register to Attend the Annual Meeting Virtually on the Internet

If you are registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the internet. Please follow the instructions on the proxy card that you received to access the Annual Meeting virtually on the internet.

 

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If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the internet. To register and attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your United holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on May 7, 2020.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to United at the following:

By email: Forward the email from your broker, or attach an image of your legal proxy, to legal proxy@computershare.com.

By mail:              Computershare

                                 United Bankshares, Inc. Legal Proxy

                                 P.O. Box 43001

                                 Providence, RI 02940-3001

Cost of Proxy Solicitation

We will bear the entire cost of soliciting proxies from our shareholders. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission, or facsimile transmission. United has retained Georgeson LLC of New York, New York (“Georgeson”) pursuant to a retention letter dated January 14, 2020, to assist in soliciting proxies from institutional investors, nominee accounts and beneficial holders. United is not retaining Georgeson to solicit proxies from registered holders or from non-objecting beneficial owners. Georgeson’s fee for the above services is $8,500 plus reasonable disbursements that may include the broker search, printing, postage, courier charges, filing reports, data transmissions and other expenses approved by United.

In order to facilitate and expedite distribution of these proxy solicitation materials to brokers, fiduciaries, nominee holders and institutional investors, United has retained Proxy Express of Lyndhurst, New Jersey. Proxy Express will contact all broker and other nominee accounts identified on United’s shareholder mailing list in order to facilitate determination of the number of sets of proxy materials such accounts require for purposes of forwarding the same to beneficial owners. Brokers, fiduciaries, custodians and other nominees have been requested to forward solicitation materials to the beneficial owners of the Company’s common stock. Upon request we will reimburse these entities for their reasonable expenses. Proxy Express will then assist in the delivery of proxy materials to these accounts for distribution. Proxy Express will also assist in the distribution of proxy materials to institutional investors.

Delivery of Proxy Materials

To reduce the expenses of delivering duplicate proxy materials to our shareholders, we are relying upon Securities and Exchange Commission (“SEC”) rules that permit us to deliver only one proxy statement and annual report to multiple shareholders who share an address unless we received contrary instructions from any shareholders at that address. If you share an address with another shareholder and have received only one proxy statement and annual report, you may write or call us as specified below to request a separate copy of these materials and we will promptly send them to you at no cost to you. For future meetings, if you hold shares directly registered in your own name, you may request separate copies of our proxy statement and

 

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annual report, or request that we send only one set of these materials to you if you are receiving multiple copies, by contacting us at: United Bankshares, Inc., Shareholder Relations Department, 514 Market Street, Parkersburg, WV 26102 or by telephoning us at (304) 424-8800.

 

 

PROPOSAL 1: ELECTION OF DIRECTORS

 

 

The Board of Directors consists of one class of eleven (11) directors. Eleven (11) directors will be elected at our 2020 Annual Meeting to serve for a one-year term expiring at our Annual Meeting in the year 2021. The Company’s Restated Bylaws provide that the number of directors shall be at least five (5) and no more than thirty-five (35) with the composition and number of nominees to be set at the discretion of the Board of Directors. For the election of directors at the 2020 Annual Meeting, the Board of Directors established the composition and number of directors to be elected at eleven (11), provided that Jerold L. Rexroad’s appointment as a member of the Board of Directors is contingent on the closing of the merger of Carolina Financial Corporation (“Carolina Financial”) with and into United (the “Merger”).

The persons named in the enclosed proxy intend to vote the proxy for the election of each of the eleven (11) nominees, unless you indicate on the proxy card that your vote should be withheld from any or all of such nominees. Each nominee elected as a director will continue in office until his successor has been elected or until his death, resignation or retirement.

The Board of Directors has proposed the following nominees for election as directors with terms expiring in 2021 at the Annual Meeting: Richard M. Adams, Peter A. Converse, Michael P. Fitzgerald, Theodore J. Georgelas, J. Paul McNamara, Mark R. Nesselroad, Jerold L. Rexroad, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter; provided that Mr. Rexroad’s appointment as a director is contingent on the closing of the Merger prior to the 2020 Annual Meeting. All of the nominees except for Mr. Rexroad are directors standing for re-election.

The Board of Directors recommends a vote “FOR” the election of each of these nominees for Director.

We expect each nominee for election as a director to be able to serve if elected. Jerold L. Rexroad’s appointment to the Board of Directors is contingent upon the closing of the Merger prior to the 2020 Annual Meeting of Shareholders. It is anticipated that the Merger will close on May 1, 2020. As of the date of the mailing of this proxy statement, all of the regulatory approvals required for the closing of the Merger have been obtained. However, the United and Carolina Financial shareholder meetings to approve the Merger will not be held until April 2, 2020. Mr. Rexroad will not serve as a director unless and until the Merger closes, even if shareholders vote to elect him at the 2020 Annual Meeting. To the extent permitted under applicable law, if any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

 

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The principal occupation, current public company directorships and public company directorships held at any time during the past five years, share holdings and the specific experience, qualifications, attributes and skills considered by the Board in concluding that the nominees are qualified to serve as a director of the Company are set forth on the following pages.

 

 

DIRECTORS WHOSE TERMS EXPIRE IN 2020 AND NOMINEES FOR DIRECTORS

 

 

		Amount of Beneficial Ownership of Shares of Common Stock and Options  (c)
Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d)		Shares (a)				Options (b)				%
RICHARD M. ADAMS, 73, is the Chairman and Chief Executive Officer of United and the Chairman of the Board of United Bank. Mr. Adams previously served as the Chairman and Chief Executive Officer of United Bank, Inc., a former subsidiary of United. Mr. Adams also served as the Chief Executive Officer of The Parkersburg National Bank (PNB), the predecessor to United, from 1975 to 1984, and as the Chairman of the Board of PNB from 1976 to 1984. Mr. Adams has been a director of the Company since 1984.			825,089				296,872				1.10%
Mr. Adams has worked in the banking industry for more than 45 years and has successfully served as the Company’s Chairman and Chief Executive Officer for over 40 years. Mr. Adams has the experience and expertise necessary to understand the opportunities and challenges facing the Company, and he possesses the requisite leadership and management skills to promote and execute the Company’s values and strategy. Mr. Adams is very familiar with the Company’s business, industry, regulatory requirements, and markets. As Chairman and Chief Executive Officer, Mr. Adams provides unified leadership for the Company, promotes the development and implementation of corporate strategy, and contributes to a more efficient and effective board. Mr. Adams has successfully guided the Company through 31 acquisitions, growing the Company from $100 million to $19.7 billion in assets. Mr. Adams also serves on the Executive Committee.
PETER A. CONVERSE, 69, is the former President and Chief Executive Officer of Virginia Commerce Bancorp, Inc. and Virginia Commerce Bank. Mr. Converse is a director of United Bank. Mr. Converse has been a director of the Company since 2014.			480,558				—				*
Mr. Converse has extensive community banking experience of over 40 years in the Washington, D.C. area. He served as President, Chief Executive Officer and a director of Virginia Commerce Bancorp, Inc. for 20 years until January 2014 when Virginia Commerce Bancorp, Inc. was acquired by United. Prior to that, Mr. Converse was the Senior Vice President/Chief Lending Officer for Federal Capital Bank from March 1992 to December 1993; Senior Vice President of Bank of Maryland from October 1990 to March 1992; and Executive Vice President/Chief Lending Officer for Century National Bank from May 1986 to July 1990 and Senior Vice President/Chief Lending Officer for Central National Bank from July 1979 to April 1986. Mr. Converse is a member of the Executive Committee.
MICHAEL P. FITZGERALD, 63, is the former Co-Founder, Chairman, Chief Executive Officer and President of Bank of Georgetown. Mr. Fitzgerald is the President and a director of United Bank. Mr. Fitzgerald is a former Vice Chairman of United Bank. Mr. Fitzgerald has been a director of the Company since 2016.			214,517				—				*
Mr. Fitzgerald has nearly 40 years of experience helping businesses achieve their financial goals through his work in the Washington, D.C. area commercial banking industry. His career prior to Bank of Georgetown included a variety of senior executive roles at some of the region’s most prestigious banking institutions. He served as Senior Vice President of Sequoia Bank (and subsequently United Bank post-merger) with responsibilities for all commercial banking operations in Maryland as well as oversight of government contractor banking efforts throughout the region. Mr. Fitzgerald began his banking career with Riggs Bank, where for 15 years he served in several capacities including Corporate Banking, Special Assistant to the Chairman, and President and Chief Executive Officer of The Riggs National Bank of Maryland. He is a former director of the Federal Home Loan Bank of Atlanta.

 

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DIRECTORS WHOSE TERMS EXPIRE IN 2020 AND NOMINEES FOR DIRECTORS

 

 

Amount of Beneficial Ownership of Shares of Common Stock and Options  (c)

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d)

Shares (a)

Options (b)

%

THEODORE J. GEORGELAS, 73, is the Managing Director of the Georgelas Group Holdings, LLC. Mr. Georgelas is a current director and a former Chairman of United Bank. Mr. Georgelas is also a former Chairman of the Board of Sector Communications. Mr. Georgelas has been a director of the Company since 1990.

52,093

—

*

Mr. Georgelas has spent more than 40 years heading a multi-national real estate development and construction company. During his business career, Mr. Georgelas has expanded from a spot builder of custom homes to a multi-faceted developer of commercial, industrial, retail and residential properties with primary geographic emphasis in the Mid-Atlantic states of Virginia, Maryland, Delaware and the District of Columbia. Mr. Georgelas has a broad range of experience in structuring financial transactions and legal documentation. Mr. Georgelas is also technologically proficient having formed a cellular phone business that was later sold. Mr. Georgelas brings this management and leadership experience to his role as a director of the Company and as a member of the Risk Committee.

J. PAUL MCNAMARA, 71, is the Chairman of Potomac Capital Advisors and the former President and Chief Operating Officer of Sequoia Bancshares, Inc. Mr. McNamara is a current director and a former Vice Chairman of United Bank. Mr. McNamara has been a director of the Company since 2003.

77,211

—

*

Currently, Mr. McNamara is the Chairman of Potomac Capital Advisors, a privately held real estate investment company. Mr. McNamara has spent over 30 years in the banking industry. Mr. McNamara was the President and Chief Operating Officer of Sequoia Bancshares for 15 years. Prior to Sequoia, Mr. McNamara worked for Manufacturers Hanover Trust Company for three years and the National Bank of Washington for 12 years where he held several senior management positions. Mr. McNamara has gained valuable insight through his banking experience in senior management positions into retail banking, commercial banking, bank operations and systems. Mr. McNamara brings this extensive knowledge of the banking industry to his role as a director of the Company, Chairman of the Governance and Nominating Committee, and as a member of the Executive, Compensation and Risk Committees.

MARK R. NESSELROAD, 64, is the Chief Executive Officer of Glenmark Holding Limited Liability Company, a real estate development company. Mr. Nesselroad is a director of United Bank. Mr. Nesselroad has been a director of the Company since 2011.

80,708

—

*

Prior to serving on United’s Board, Mr. Nesselroad served on Centra Financial Holdings, Inc.’s Board of Directors from 2003 to July of 2011. He was a member of Centra’s audit committee, executive committee, compensation committee and finance committee. Mr. Nesselroad is a real estate developer in one of United’s key markets. Mr. Nesselroad formerly served on the Board of Directors of the West Virginia Housing Development Fund and the West Virginia United Health System and he currently serves on the Board of Directors of the EdVenture Group and the Mylan Park Foundation, Inc. Mr. Nesselroad brings his knowledge of commercial real estate in a key geographic market of United as well as his extensive experience on boards of directors and committees to his role as a director of the Company and as the Chairman of the Risk Committee and a member of the Governance and Nominating, Executive and Compensation Committees.

 

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DIRECTORS WHOSE TERMS EXPIRE IN 2020 AND NOMINEES FOR DIRECTORS

 

 

Amount of Beneficial Ownership of Shares of Common Stock and Options  (c)

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d)

Shares (a)

Options (b)

%

JEROLD L. REXROAD, 59, is currently the President and Chief Executive Officer of Carolina Financial. Mr. Rexroad has served as the President and Chief Executive Officer and as a director of Carolina Financial since 2012. Mr. Rexroad has been nominated as a director of the Company contingent upon the closing of the pending Merger.

294,979

(e)

149,778

(e)

*

Mr. Rexroad joined Carolina Financial in May 2008 as Executive Vice President. Mr. Rexroad began his career in 1982 with Peat, Marwick, Mitchell and Co., a predecessor to the international accounting firm KPMG LLP, and is a Certified Public Accountant. He became a KPMG partner in 1994 with responsibilities for all financial institutions in South Carolina. In 1995, Mr. Rexroad joined Coastal Financial Corporation as Executive Vice President and Chief Financial Officer. Coastal Financial Corporation was sold to BB&T in 2007. Mr. Rexroad is a graduate of Bob Jones University, cum laude. His leadership experience, including over 30 years of experience in public accounting and financial institution management, as well as his service as the chief executive officer and chief financial officer of public bank holding companies, enhance his ability to serve on the Company’s Board of Directors.

ALBERT H. SMALL, JR., 63, is the founder and president of Renaissance Centro Inc., LLC and the founder of the former Renaissance Housing Corporation. Mr. Small is a director of United Bank. Mr. Small has been a director of the Company since November of 2018.

8,060

—

*

Renaissance Centro Inc., LLC is a nationally recognized real estate development firm located in the Washington, D.C. area, specializing in residential, commercial and hotel development. Renaissance Housing Corporation is one of Washington, D.C.’s most highly recognized luxury home builders and high-rise tower developers. During Mr. Small’s more than 20 years at Renaissance Housing Corporation, the firm developed over a thousand homes, apartments and lots. Mr. Small is a well-known business and community member in the Washington, D.C. area and brings a significant knowledge of commercial real estate development and management in a key geographic market of United. Mr. Small is a board member of Tulane University and a director of Griffin Industrial Realty, Inc. Mr. Small is active in World Presidents’ Organization (WPO), Chief Executive Organization (CEO), Urban Land Institute, civic boards and philanthropic organizations.

MARY K. WEDDLE, 70, is a Certified Public Accountant (CPA) and a former Executive Vice President of The Long & Foster Companies. Ms. Weddle is a director of United Bank. Ms. Weddle has been a director of the Company since 2004.

15,613

—

*

Ms. Weddle has spent her career in real estate and related financial services. For over 20 years, she was in management and leadership roles in the real estate industry. Her former employer, The Long & Foster Companies, is the nation’s largest, privately-held real estate company. In her most recent position as Executive Vice President and head of Operations, which she held for almost 15 years, she skillfully brought together a team responsible for a wide variety of diverse activities, such as legal, marketing, information technology, human resources, and accounting. Her expertise as head of Operations covered strategic planning and the design and implementation of efficient systems and processes for distribution to thousands of internal and external users. She also understands customer service and consumer behavior. She brings this broad and relevant experience to her role as a director of the Company and as a member of the Risk Committee and Audit Committee, where she has served as a financial expert for many years. Her designation and ongoing qualifications as a Certified Public Accountant give her the ability to analyze and understand the financial aspects of business.

 

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DIRECTORS WHOSE TERMS EXPIRE IN 2020 AND NOMINEES FOR DIRECTORS

 

 

		Amount of Beneficial Ownership of Shares of Common Stock and Options  (c)
Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d)		Shares (a)				Options (b)				%
GARY G. WHITE, 70, is the Principal of JRW, LLC, a consulting firm, and the President and Chief Executive Officer of Gilbert Development, Inc. He is the former Interim President of Marshall University, the former President and Chief Operating Officer of International Resource Partners LP and the former President and Chief Executive Officer of International Industries, Inc. Mr. White is also the former President and Chief Executive Officer of the West Virginia Coal Association. Mr. White is a director of United Bank. Mr. White has been a director of the Company since 2008.			27,306				—				*
Mr. White has served in several senior management positions in the coal industry for over 40 years. Mr. White also has more than 20 years of executive level experience with non-profit entities which provides him with a broad perspective on business operations. Mr. White has a good knowledge of the basic industries in the Company’s primary market areas. Mr. White has been a past director of another publicly traded banking company. Mr. White brings this expertise in corporate management to his role as a director of the Company and as Chairman of the Audit Committee and as a member of the Executive, Compensation and Governance and Nominating Committees.
P. CLINTON WINTER, 72, is the President of Bray & Oakley Insurance Agency, Inc. Mr. Winter is a director of United Bank. Mr. Winter has been a director of the Company since 1996.			513,717				—				*
Mr. Winter has spent over 35 years working in the insurance and financial services industry. Mr. Winter’s experience as President of Bray & Oakley Insurance Agency, as well as a past chairperson of an audit committee of an acquired banking company, has provided him with significant financial experience. Mr. Winter also served on the executive committee and was the chairperson of the compensation committee for this acquired banking company. Through his long experience with the insurance and financial industries, Mr. Winter possesses expertise in financial and risk management matters as well as business development and marketing. Mr. Winter brings this knowledge of financial and risk management to his role as a director of the Company, the Chairman of the Compensation Committee and as a member of the Executive, Audit and Governance and Nominating Committees. Mr. Winter also serves as the Lead Director of the independent directors of the Board.
All Directors, Nominees and Executive Officers as a Group (17 persons)			5,110,625				840,085				5.80%

* Indicates the director owns less than 1% of United’s issued and outstanding shares.

Footnotes:

 

(a)

Includes stock held by United Bank’s Trust Department which shares beneficial ownership as described in this footnote. The following directors each exercise voting authority over the number of shares indicated as follows: Ms. Weddle, 7,787 shares and Mr. Winter, 28,828 shares. United Bank’s Board of Directors exercises voting authority over 2,365,494 shares held by United Bank’s Trust Department. All of these shares are included in the 5,110,625 shares held by all directors, nominees and executive officers as a group. Also includes shares pledged as collateral as follows: Mr. Converse, 100,000 shares; Mr. Georgelas, 44,428 shares; and Mr. Winter, 112,412 shares.

 

(b)	Beneficial ownership is stated as of March 2, 2020, including shares of common stock that may be acquired within sixty (60) days of that date through the exercise of stock options pursuant to United’s Stock Option Plans.

 

(c)	Unless otherwise indicated, beneficial ownership shares listed represent sole voting power. The following number of shares may be held in the name of spouses, children, certain relatives, trust, estates, and certain affiliated companies as to which shared voting

 

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and/or shared investment powers may exist: Mr. R. Adams, 16,915 shares; Mr. Fitzgerald, 7,570 shares; Mr. Georgelas, 1,703 shares; Mr. McNamara, 13,550 shares; Mr. Nesselroad, 71,682 shares; Mr. Small, 5,482 shares; and Mr. Winter, 37,800 shares.

 

(d)	United Bank is a subsidiary of United.

 

(e)

Mr. Rexroad’s shares include 245,857 shares of common stock and 10,226 shares of restricted stock and 4,960 shares underlying restricted stock units that will vest upon the closing of the Merger. Mr. Rexroad’s shares also include 11,040 shares held by his spouse, as to which he may be deemed to share voting and dispositive power, and 100,000 shares pledged as collateral. The shares of, and options to purchase 132,547 shares Carolina Financial common stock described herein have been multiplied by the Merger exchange ratio of 1.13 to convert such shares and options into shares and options of United common stock.

 

 

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

 

Beneficial Ownership of Directors and Named Executive Officers

As of March 2, 2020, directors of the Company and nominees owned beneficially, directly or indirectly, the number of shares of common stock indicated in the preceding table.

The Company’s chief executive officer, chief financial officer, and the three other most highly compensated executive officers constitute the named executive officers of the Company. The following table sets forth certain information regarding the named executive officers’ beneficial ownership of common stock of United as of March 2, 2020. For purposes of this determination, the number of shares of United’s common stock beneficially owned by any person or persons is calculated as a percentage of the total number of shares of United’s common stock issued and outstanding as of March 2, 2020 plus the number of shares of United’s common stock that may be acquired by such person within sixty (60) days of that date through the exercise of stock options pursuant to United’s Stock Option Plans.

 

				Shares of Common Stock of the Company Beneficially Owned (1)
Title of Class		Name of Officer		Number of Shares				Percent of Class
Common Stock		Richard M. Adams			1,121,961				1.10	%
Common Stock		Richard M. Adams, Jr.			194,869				0.19	%
Common Stock		James J. Consagra, Jr.			169,924				0.17	%
Common Stock		W. Mark Tatterson			118,558				0.12	%
Common Stock		Craige L. Smith			102,272				0.10	%

Footnotes:

 

(1)

The amounts shown represent the total shares owned directly and indirectly by such named executive officers. The number of shares includes shares that are issuable upon the exercise of all stock options currently exercisable, as follows: Mr. R. Adams, 296,872 shares; Mr. R. Adams, Jr., 98,478 shares; Mr. Consagra, 98,478 shares; Mr. Tatterson, 69,547 shares; and Mr. Smith, 66,620. Unless otherwise indicated, beneficial ownership shares listed represent sole voting power. The following number of shares may be held in the name of spouses, children, certain relatives, trust, estates, and certain affiliated companies as to which shared voting and/or shared investment powers may exist: Mr. R. Adams, 16,915 shares, Mr. R. Adams, Jr., 10,986 shares and Mr. Tatterson, 72 shares.

 

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Principal Shareholders of United

The following table lists each shareholder of United who is the beneficial owner of more than 5% of United’s common stock, the only class of stock outstanding, as of March 2, 2020 unless otherwise noted.

 

Title of Class		Name and Address of Beneficial Owner		Amount and Nature  of Beneficial Ownership				Percent  of Class
Common Stock		BlackRock, Inc. 55 East 52nd Street, New York, NY 10055			14,315,493	(1)			14.07	%
Common Stock		The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355			9,872,973	(2)			9.71	%
Common Stock		State Street Corporation One Lincoln Street, Boston, MA 02111			8,205,312	(3)			8.07	%
Common Stock		Dimensional Fund Advisors LP Building One, 6300 Bee Cave Road, Austin, TX 78746			5,293,680	(4)			5.20	%

Footnotes:

 

(1)

BlackRock, Inc. (BlackRock) is a global investment management firm that serves institutional and retail clients, including pension funds, foundations, endowments, official institutions, insurance companies, subadvisory relationships, high net worth individuals, family offices and private banks. BlackRock beneficially owns 14,315,493 or 14.07% of United’s common stock. BlackRock holds sole dispositive authority for the 14,315,493 shares and sole voting authority over 14,077,588 shares. BlackRock’s address and holdings are based solely on a Schedule 13G filing with the Securities and Exchange Commission dated February 3, 2020 made by BlackRock setting forth information as of December 31, 2019.

 

(2)

The Vanguard Group (Vanguard) is one of the world’s largest investment management companies, serving individual investors, institutions, employer-sponsored retirement plans, and financial professionals. Vanguard beneficially owns 9,872,973 or 9.71% of United’s common stock. Of these beneficially-owned shares, Vanguard holds sole voting authority over 97,726 shares, shared voting authority over 14,942 shares, sole dispositive authority over 9,774,968 shares, and shared dispositive authority over 98,005 shares. Vanguard’s address and holdings are based solely on a Schedule 13G filing with the Securities and Exchange Commission dated February 10, 2020 made by Vanguard setting forth information as of December 31, 2019.

 

(3)

State Street Corporation (State Street) is a global financial services provider that offers a flexible suite of services that spans the investment spectrum, including investment management, research and trading, and investment servicing. State Street, and certain of its subsidiaries, beneficially owns 8,205,312 or 8.07% of United’s common stock. State Street holds shared dispositive authority for the 8,205,312 shares and shared voting authority over 7,818,337 shares State Street’s address and holdings are based solely on a Schedule 13G filing with the Securities and Exchange Commission dated February 14, 2020 made by State Street setting forth information as of December 31, 2019.

 

(4)

Dimensional Fund Advisors LP (Dimensional) is a private investment advisor offering a full range of equity and fixed income mutual funds. Dimensional beneficially owns 5,293,680 or 5.20% of United’s common stock. Of these beneficially-owned shares, Dimensional holds sole voting authority over 5,193,717 shares and sole dispositive authority over 5,293,680 shares. Dimensional’s address and holdings are based solely on a Schedule 13G filing with the Securities and Exchange Commission dated February 12, 2020 made by Dimensional setting forth information as of December 31, 2019.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than ten percent of our common stock to file reports of holdings and transactions in United shares with the Securities and Exchange Commission (“SEC”). To our knowledge, based solely on our review of the copies of such reports furnished and written representations, no person required to file such reports during 2019 failed to file such reports on a timely basis or failed to file a report.

 

11

Related Shareholder Matters

The following table discloses the number of outstanding options granted by United to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of December 31, 2019. The table provides this information for equity compensation plans that have and have not been approved by shareholders.

 

Plan Category		Number of Securities to be issued upon exercise of outstanding options		Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans
Equity Compensation Plans approved by Shareholders		1,627,246		$35.21		428,386
Equity Compensation Plans not approved by Shareholders (1)		—		—		—
Total		1,627,246		$35.21		428,386

Footnotes:

 

(1)

The table does not include information for equity compensation plans assumed by United in connection with mergers and acquisitions and pursuant to which there remain outstanding options (collectively, “Assumed Plans”). The Assumed Plans include remaining outstanding options from the Cardinal Financial Corporation, Bank of Georgetown, and Virginia Commerce Bancorp, Inc. mergers. A total of 88,070 shares of United common stock may be purchased under the Assumed Plans, at a weighted average exercise price of $21.12. No further grants may be made under any Assumed Plan.

 

 

GOVERNANCE OF THE COMPANY

 

 

Board Leadership Structure

The Board of Directors regularly evaluates its leadership structure to ensure it continues to be in the best interest of the Company and its shareholders. The Board of Directors is led by a Chairman selected by the Board of Directors. The Board of Directors does not have a fixed policy regarding the separation of the offices of the Chairman and the Chief Executive Officer and believes it should maintain the flexibility to establish a leadership structure that fits the needs of the Company and its shareholders at any particular point in time.

Presently, Richard M. Adams, the Company’s Chief Executive Officer, is also the Chairman of the Board. Mr. Adams has been in these positions since 1984. Prior to this, Mr. Adams served as the Chief Executive Officer of The Parkersburg National Bank (PNB), the predecessor to United, from 1975 to 1984, and as the Chairman of the Board of PNB from 1976 to 1984. Mr. Adams has been a director of United since 1984. The Board of Directors believes there are a number of important advantages to continuing to combine the offices of the Chairman and the Chief Executive Officer. The Chief Executive Officer is the director most familiar with the Company’s business, industry, regulatory requirements, and markets. As such, he is best situated to lead Board of Directors’ discussions on important matters affecting the Company. Combining the offices of the Chairman and the Chief Executive Officer provides unified leadership for the Company, promotes the development and implementation of corporate strategy, and contributes to a more efficient and effective board.

Mr. Adams has worked in the banking industry for more than 45 years and has successfully served as the Company’s Chairman and Chief Executive Officer for over 40 years. He has the experience and expertise necessary to understand the opportunities and challenges facing the Company, and he possesses the requisite

 

12

leadership and management skills to promote and execute the Company’s values and strategy. He is also a significant shareholder reporting beneficial ownership of 1,121,961 shares, closely aligning his interests with those of the Company’s shareholders.

The Board of Directors recognizes the importance of a strong independent board. The Board of Directors maintains a supermajority of independent directors, designates a lead independent director, has regular meetings of the independent directors in executive session without the presence of insiders, has a succession plan for incumbent management, determines management compensation by a committee of independent directors, and the Company’s operations are highly regulated.

P. Clinton Winter serves as the Board of Directors’ Lead Independent Director. The Lead Independent Director’s duties and responsibilities include: setting the agenda for and presiding over meetings of the independent directors; advising the Chairman and Chief Executive Officer as to the quality, quantity, and timeliness of the flow of information from the Company’s management that is necessary for the independent directors to effectively and responsibly perform their duties; acting as a “sounding board” and advisor to the Chairman and Chief Executive Officer; contributing to the performance review of the Chairman and Chief Executive Officer; and staying informed about the strategy and performance of the Company and reinforcing that expectation for all Board members.

Mr. Winter is the Chairman of the Compensation Committee, and also serves on the Board of Directors’ Audit, Executive, and Governance and Nominating Committees. He has been a director of the Company since 1996 and is a significant shareholder with reported beneficial ownership of 513,717 shares.

Independence of Directors

The Governance and Nominating Committee of the Board of Directors annually reviews the relationships of each member of the Board of Directors to determine whether each director and each nominee for director is independent. This determination is based on both subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules. The determination made by the Governance and Nominating Committee is then submitted to the Board of Directors to permit the Board of Directors to affirmatively determine whether each director and each nominee for director has any relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Governance and Nominating Committee met on February 24, 2020, to determine the independence of the current members and the nominees for director of the Board of Directors. At the meeting, the Governance and Nominating Committee reviewed the directors’ responses to a questionnaire asking about their relationships with the Company (and those of their immediate family members) and other potential conflicts of interest, as well as information provided by management related to transactions, relationships, or arrangements between the Company and the directors or parties related to the directors.

Based on the subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules, the Governance and Nominating Committee determined that the following current members of the Board of Directors that served at any time during 2019 and the nominees for director are independent: Robert G. Astorg, Peter A. Converse, Theodore J. Georgelas, J. Paul McNamara, Mark R. Nesselroad, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter.

The NASDAQ listing standards contain additional requirements for members of the Compensation Committee, the Audit Committee and the Governance and Nominating Committee. All of the directors serving on each of these committees are independent under the additional requirements applicable to such committees.

 

13

The Governance and Nominating Committee also considered the following relationships in evaluating the independence of the Company’s independent directors and determined that none of the relationships constitute a material relationship with the Company.

•        United’s subsidiaries provided lending and/or other financial services to certain members of the Company’s Board of Directors, their immediate family members, and/or their affiliated organizations during 2019 in the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships satisfied the standards for independence.

•        Astorg & Jones CPAs, A.C., an entity affiliated with Robert G. Astorg, provided tax services to the trusts and estates that have named United’s trust department as the trustee or the executor. Astorg & Jones CPAs, A.C. received payments from the individual trusts and estates and not from the Company or its subsidiaries and therefore the relationship satisfied the standards for independence.

•        Peter Converse received $120,000 in each of 2017, 2018 and 2019 for services performed under a contract with United Bank as an independent contractor. Because Mr. Converse has not been paid more than $120,000 in the last three years and his relationship with United Bank is that of an independent contractor, Mr. Converse satisfied the standards for independence.

•        JRW, LLC rents office space from United Bank at its Aracoma, West Virginia location. Gary White is the sole owner of JRW, LLC. The total amount of rent paid to United Bank by JRW, LLC was well below the $120,000 threshold standard set forth in the NASDAQ listing standards and the SEC rules and therefore satisfied the standards for independence.

•        Defense in Depth LLC performed Active Threat training to the employees of United Bank. Mark N. Nesselroad owns 33.8625% of Defense in Depth LLC. The total payment from United Bank was $11,093, below the $120,000 threshold standard set forth in the NASDAQ listing standards and the SEC rules and therefore satisfied the standards for independence.

•        Albert H. Small, Jr. owns an interest in two partnerships, Commerce Building Associates and 1730 K Street Associates, in an aggregate amount of less than 4%. United Bank commenced leasing office space from Commerce Building Associates in 2019. Mr. Small also owns an interest in a partnership, 1776 K Street Associates L.P., in an aggregate amount of approximately 1%. United Bank operates a branch in a building owned by 1776 K Street Associates L.P. Because Mr. Small’s interest in these partnerships is less than 10% and he is not a general partner, these relationships satisfied the standards for independence.

The Governance and Nominating Committee determined that the following current members of the Board of Directors and the nominees for director are not independent: Richard M. Adams and Michael P. Fitzgerald. Messrs. Adams and Fitzgerald are not independent because these directors are currently employed or have been employed by the Company within the last three years.

The Board of Directors reviewed and approved the determinations made by the Governance and Nominating Committee.

Risk Management Oversight

The Board of Directors’ role in the risk management process is to provide oversight to ensure an effective enterprise risk management program is in place. This program and the processes related thereto focus on the following six risk categories: credit risk, liquidity risk, market risk, operational risk, compliance risk,

 

14

and reputation risk. The Board of Directors, through the adoption of Company policies, defines risk exposure limits for each of these risk categories, taking into consideration the Company’s strategic goals and objectives, as well as current market conditions.

The Board of Directors risk management oversight is provided primarily by the Board of Directors’ Risk Committee. This oversight includes the appointment and annual review of the Company’s Corporate Risk Manager, the approval of outsourced or co-sourced risk management arrangements, the review of significant reports to management prepared by the Company’s Risk Management Department and the timeliness of management’s responses, and the discussion with management regarding the responsibilities, budget, staffing, and scope of the Company’s Risk Management Department.

At the management level, the ultimate responsibility for oversight of the risk management function lies with the Corporate Risk Manager. The Corporate Risk Manager is an executive officer of the Company who reports directly to the Risk Committee Chairman. The Corporate Risk Manager provides regular risk management reports to the Risk Committee and the full Board of Directors, as well as at meetings of the independent directors.

The Corporate Risk Manager has established a Corporate Risk Management Committee at the Company level, to serve as the Company’s primary risk management forum for analyzing policy. The objective of this committee is to promote proper risk management practices throughout the Company and to serve as the vehicle for the oversight of the risk management guidelines contained in the Company’s Corporate Risk Management and Control Policy. On a regular basis, the Corporate Risk Management Committee prepares risk management reports for presentation to the Risk Committee and the full Board of Directors.

In addition to the oversight of the Risk Committee, the Board of Directors’ Compensation Committee oversees the Company’s compensation policies and arrangements to ensure they encourage appropriate levels of risk taking by management with respect to the Company’s strategic goals and to determine whether any of them give rise to risks that are reasonably likely to have a material adverse effect on the Company. The Board of Directors’ Governance and Nominating Committee also plays a key role related to risk management by ensuring the Company’s leadership structure is appropriate and by carefully reviewing the responsibilities of each Board Committee to ensure that all significant risk categories are addressed by at least one Committee. The Audit Committee, the Compensation Committee, the Risk Committee and the Governance and Nominating Committee are comprised entirely of independent directors.

Board and Committee Membership

The committee descriptions and membership set forth below are those applicable as of the mailing date of this proxy statement.

During 2019, the Board of Directors met six (6) times. The Board of Directors of the Company has five (5) standing committees: The Executive Committee, Audit Committee, Compensation Committee, Risk Committee and Governance and Nominating Committee. During 2019, each incumbent director attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and all committees of the Board on which he or she served. Although there is no formal written policy, attendance at the annual meeting by directors is expected. The ten incumbent directors of United attended the 2019 Annual Meeting. The Company’s independent directors held two (2) meetings during 2019.

 

15

The Executive Committee

The Executive Committee is currently comprised of six (6) directors, Richard M. Adams, Chairman, Peter A. Converse, J. Paul McNamara, Mark R. Nesselroad, Gary G. White, and P. Clinton Winter. The Executive Committee exercises all the authority of the Board of Directors whenever the Board of Directors is not meeting unless prohibited by law or the provisions of the Amended and Restated Articles of Incorporation or Restated Bylaws of the Corporation. The Board of Directors has specifically empowered the Executive Committee to investigate mergers and acquisitions by marshaling necessary information and data to evaluate the advisability of mergers and acquisitions and to report their findings to the Board of Directors. The Board of Directors may accept, ratify, approve, amend, modify, repeal or change the actions of the Executive Committee. During 2019, the Executive Committee met three (3) times.

The Audit Committee

The Audit Committee has the primary responsibility to review and evaluate significant matters relating to audit, internal control and compliance. It reviews, with representatives of the independent registered public accounting firm, the scope and results of the audit of the financial statements, audit fees and any recommendations with respect to internal controls and financial matters. The United Bankshares, Inc. Board of Directors’ Audit Committee Charter, as approved by the Board of Directors, governs the Audit Committee and is available on the corporate website under Investor Relations and Governance Documents at “www.ubsi-inc.com”. Current members of this committee are Gary G. White, Chairman, Mark R. Nesselroad, Mary K. Weddle, and P. Clinton Winter. The Audit Committee met four (4) times during 2019. All members of the Audit Committee are independent directors as defined in the NASDAQ listing standards and the SEC rules.

Audit Committee Financial Expert

The Board of Directors has determined that all audit committee members are financially literate under the NASDAQ listing standards. The Board also determined that Mary K. Weddle qualifies as an “audit committee financial expert” as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002. For the relevant qualifications and experience of Ms. Weddle as a “audit committee financial expert”, please refer the section of this proxy statement entitled “Directors Whose Terms Expire in 2020 and Nominees for Directors.” Ms. Weddle is also considered independent as defined in the NASDAQ listing standards and the SEC rules.

The Compensation Committee

The Compensation Committee approves executive officer and director compensation. The Compensation Committee is composed solely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Current members of this committee are P. Clinton Winter, Chairman, J. Paul McNamara, Mark R. Nesselroad and Gary G. White. The Compensation Committee met three (3) times during 2019. The Compensation Committee is governed by the Compensation Committee charter which is available on the corporate website under Investor Relations and Governance Documents at “www.ubsi-inc.com”.

The Compensation Committee’s primary processes and procedures for consideration and determination of executive compensation as well as any delegation of its authority with respect to compensation decisions can be found in the Compensation Discussion and Analysis section under the headings “Role of Executive Officers and the Committee in Compensation Decisions” and “Overview of Compensation Program.”

 

16

The Compensation Committee is also responsible for evaluating the compensation of our directors and recommending changes for consideration by the independent directors of the Board when appropriate. The Compensation Committee uses peer group information when evaluating the compensation of our directors. Compensation for our directors who served on United’s Board of Directors in 2019 can be found in the Director Compensation table on page 50.

The Risk Committee

The Risk Committee provides oversight of the Company’s corporate risk structure and the processes established to identify, measure, manage and monitor United’s significant financial and other risk exposures. The Risk Committee periodically reviews management’s strategies and policies for assessing and managing risk including, but not limited to, the approval of the overall risk appetite, review of the risk management structure, and comprehension of the Company’s most significant risks. The Risk Committee also reviews capital management activities and make recommendations, as appropriate, to the Board of Directors.

The Risk Committee is composed solely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Current members of this committee are Mark R. Nesselroad, Chairman, Theodore J. Georgelas, J. Paul McNamara and Mary K. Weddle. The Risk Committee met four (4) times during 2019. The Risk Committee is governed by the Risk Committee charter which is available on the corporate website under Investor Relations and Governance Documents at “www.ubsi-inc.com”.

The Governance and Nominating Committee

The purposes of the Governance and Nominating Committee are to evaluate and recommend candidates for election as directors, make recommendations concerning the size and composition of the Board of Directors, develop and implement United’s corporate governance policies, approve annual director nominees for and any subsequent changes in the subsidiary bank’s board, develop specific criteria for director independence, and assess the effectiveness of the Board of Directors.

Nominations to the Board of Directors by a shareholder may be made only if such nominations are made in accordance with the procedures set forth in Article II, Section 5 of the Restated Bylaws of United, which section is set forth in full below:

Section 5. Nomination of directors. Directors shall be nominated by the Board prior to the giving of notice of any meeting of shareholders wherein directors are to be elected. Additional nominations of directors may be made by any shareholder; provided that such nomination or nominations must be made in writing, signed by the shareholder and received by the Chairman or President no later than ten (10) days from the date the notice of the meeting of shareholders was mailed; however, in the event that notice is mailed less than thirteen (13) days prior to the meeting, such nomination or nominations must be received no later than three (3) days prior to any meeting of the shareholders wherein directors are to be elected.

In identifying nominees and evaluating and determining whether to nominate a candidate for a position on United’s Board, the Committee considers the criteria outlined in United’s Corporate Governance Policy and Guidelines, which include the independence of the proposed nominee, diversity, age, skills and experience in the context of the needs of the Board of Directors. United’s Corporate Governance Policy and Guidelines is available on the corporate website under Investor Relations and Governance Documents at “www.ubsi-inc.com”. While United does not have a separate policy with regard to the consideration of diversity in identifying director nominees, the Committee will review available information about the

 

17

candidates including gender, race, and ethnicity, as well as the candidate’s diverse individual background and geographic location. United regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Committee from current Board members, shareholders, professional search firms, officers or other persons. The Committee will consider and review all candidates in the same manner regardless of the source of the recommendation.

It is the policy of the Board of Directors that if a nominee for director who is an incumbent director does not receive a majority of the votes cast in an uncontested election or at any meeting for the election of directors at which a quorum is present, the director shall promptly tender his or her resignation to the Board of Directors. The Board’s Governance and Nominating Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Governance and Nominating Committee’s recommendation. The Governance and Nominating Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not participate in the recommendation of the Governance and Nominating Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of the Restated Bylaws. In addition, those individual Directors who change their principal occupation, position, or responsibility they held when they were elected to the Board should submit their resignation from the Board. It is not the sense of the Board that in every instance the directors who retire or change from the position they held when they joined the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, through the Governance and Nominating Committee, to review the continued appropriateness of Board membership under the circumstances.

The following is a summary of the minimum stock ownership requirements for outside directors and executive officers:

•        Outside directors must beneficially own at least 5,000 shares of the Company’s common stock and options;

•        The Chief Executive Officer must beneficially own at least six times (6x) his or her base salary in shares of the Company’s common stock and options; and

•        The executive officers (not including the Chief Executive Officer) must beneficially own at least three times (3x) his or her salary in shares of the Company’s common stock and options.

Anti-Hedging and Pledging Policy

At a meeting held on February 23, 2015, the Board approved a policy whereby the outside directors and the executive officers of United are prohibited from hedging their ownership of United stock, including trading in publicly-traded options, puts, calls, or other derivative instruments related to United stock.

The policy also prohibits its members and named executive officers are prohibited from, directly or indirectly, pledging the Company’s equity securities. For these purposes, “pledging” includes the intentional creation of any form of pledge, security interests, deposit, lien or other hypothecation, including the holding of

 

18

shares in a margin account, that entitles a third-party to foreclose against, or otherwise sell, any equity securities, whether with or without notice, consent, default or otherwise, but does not include either the involuntary imposition of liens, such as tax liens arising from legal proceedings, or customary purchase and sale agreements, such as Rule 10b5-1 plans. All existing pledging arrangements in effect as of February 23, 2015 were grandfathered. Any exceptions to this policy must be approved by the Chairman of the Governance and Nominating Committee and the Chief Executive Officer. As of March 2, 2020, the number of shares pledged by Board members and the named executive officers was 0.29% of the common shares outstanding. Over the last five years, the aggregate number of shares pledged has not exceeded 1% of common shares outstanding.

The Governance and Nominating Committee is composed entirely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Members of this committee are J. Paul McNamara, Chairman, Mark R. Nesselroad, Gary G. White, and P. Clinton Winter. The Governance and Nominating Committee met four (4) times during 2019. The charter for this committee is available on the corporate website under Investor Relations and Governance Documents at “www.ubsi-inc.com”.

Related Party Transactions

Policies and Procedures. The Board of Directors has adopted a written policy and procedure for review, approval and monitoring of transactions involving the Company and “related persons” (directors and executive officers or their immediate families, or shareholders owning five percent or greater of the Company’s outstanding stock). The policy covers any related person transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

Related person transactions must be approved by the Audit Committee of the Board (the “Committee”). At each calendar year’s first regularly scheduled Committee meeting, management recommends related person transactions to be entered into by the Company for that calendar year, including the proposed aggregate value of such transactions if applicable. After review, the Committee approves or disapproves such transactions, and at each subsequently scheduled meeting, management will update the Committee as to any material change to proposed transactions.

The Committee will consider all of the relevant facts and circumstances available to the Committee, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third person and whether the transaction violates any requirements of the Company’s financing agreements.

In the event management recommends any further related person transactions subsequent to the first calendar year meeting, such transactions may be presented to the Committee for approval or preliminarily entered into by management subject to ratification by the Committee; provided that if ratification shall not be forthcoming, management will make all reasonable efforts to cancel or annul such transaction.

All related party transactions since January 1, 2019, which were required to be reported in this proxy statement, were approved by the Committee in accordance with United’s Related Party Transaction Policy.

Description of Related Person Transactions. United’s banking subsidiary has had, and expects to have in the future, banking transactions with United and with its officers, directors, principal shareholders, or their interests (entities in which they have more than a 10% interest). The transactions, which at times involved loans in excess of $120,000, were in the ordinary course of business, were made on substantially the same

 

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terms, including interest rates, collateral and repayment terms as those prevailing at the time for comparable transactions with persons not related to United and did not involve more than the normal risk of collectability or present other unfavorable features. United’s subsidiary bank is subject to federal statutes and regulations governing loans to officers and directors and loans extended to officers and directors are in compliance with such laws and are exempt from insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.

Executive Officers

Set forth below are the executive officers of United and their principal occupation for the past five years.

 

Name		Age		Present Position		Principal Occupation and Banking Experience During the Last Five Years (1)
Richard M. Adams		73		Chairman of the Board & Chief Executive Officer since 1984 – United; Chairman of the Board – United Bank, a subsidiary of United		Chairman of the Board & Chief Executive Officer – United; Chairman of the Board – United Bank, Chairman of the Board & Chief Executive Officer – United Bank, Inc., a former subsidiary of United
Richard M. Adams, Jr.		51		President since 2014 – United; Executive Vice-President since 2000 - United; Vice Chairman – United Bank		President & Executive Vice-President – United; Vice Chairman – United Bank; President – United Bank, Inc.
James J. Consagra, Jr.		59		Chief Operating Officer since 2014 – United; Executive Vice-President since 1999 – United; Chief Executive Officer - United Bank		Chief Operating Officer & Executive Vice-President - United; Chief Executive Officer – United Bank; President – United Bank
Douglas B. Ernest		55		Chief Credit Officer since 2015 – United; Executive Vice-President since 2014 – United; Executive Vice-President – United Bank		Chief Credit Officer & Executive Vice-President – United; Executive Vice President – United Bank and United Bank, Inc.
Craige L. Smith		68		Chief Administrative and Information Officer since 2015 – United; Executive Vice-President since 2010 – United; Executive Vice-President – United Bank		Chief Administrative and Information Officer & Executive Vice-President – United; Executive Vice-President – United Bank; Chief Operating Officer – United Bank
W. Mark Tatterson		44		Chief Financial Officer since 2015 – United; Executive Vice-President since 2011 – United; Chief Financial Officer – United Bank		Chief Financial Officer & Executive Vice-President – United; Chief Financial Officer – United Bank; Chief Financial Officer & Senior Vice-President – United Bank, Inc.
Darren K. Williams		47		Chief Risk Officer since 2015 – United; Executive Vice-President since 2014 – United		Chief Risk Officer & Executive Vice-President – United; Chief Financial Officer and Chief Information Officer – Centra Financial Holdings, Inc. and Centra Bank, Inc.

Footnotes:

 

(1)	United Bank, a Virginia corporation, and United Bank, Inc. were banking subsidiaries of United. United Bank, Inc. merged with and into United Bank effective November 10, 2017.

 

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Family Relationships

Richard M. Adams and Richard M. Adams, Jr. are father and son.

 

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Subject to ratification by United’s shareholders, United’s Audit Committee has selected Ernst & Young LLP (“Ernst & Young”), Charleston, West Virginia as the independent registered public accounting firm for United to audit the consolidated financial statements of United and its subsidiaries for the fiscal year ending December 31, 2020. Ernst & Young has audited the financial statements of United and its subsidiaries since 1986.

Representatives of Ernst & Young will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so. Such representatives of the firm will be available to respond to appropriate shareholder inquiries at the Annual Meeting.

The affirmative vote of a majority of votes cast on this proposal is required for the approval of this proposal. In determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker non-votes will be disregarded and will have no effect on the outcome of the vote.

Shareholder ratification of the selection of Ernst & Young as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board of Directors is submitting the selection of Ernst & Young to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will terminate Ernst & Young as the Company’s independent registered public accounting firm and direct the appointment of a different firm. Even if the selection is ratified, the Audit Committee and the Board of Directors in their discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its shareholders.

The Audit Committee and the Board of Directors recommends a vote “FOR” the ratification of

Ernst & Young as the independent registered accounting firm for United.

 

 

AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Audit Committee Report

The United Bankshares, Inc. Audit Committee reviews United’s financial reporting process on behalf of the Board of Directors and is responsible for appointment, compensation and oversight of the external auditor. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal control. United’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the 2019 consolidated financial statements. This discussion included the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.

 

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The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed under Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB). In addition, the Audit Committee received from the independent registered public accounting firm the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and discussed with them their independence from the Company and its management. The Audit Committee determined that all services provided to the Company by the independent registered public accounting firm, including non-audit services, are compatible with the auditors’ independence.

In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the consolidated financial statements and management’s report on the effectiveness of internal control over financial reporting be included in United’s Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the Securities and Exchange Commission.

No member of the Audit Committee is a former or current officer or employee of United.

Audit Committee

 

Gary G. White, Chairman		Mary K. Weddle
Mark R. Nesselroad		P. Clinton Winter

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to pre-approve permitted services provided that the Chair reports any decisions to the Committee at its next scheduled meeting. During 2019 and 2018, all services related to the audit, audit-related and tax fees described below provided by Ernst & Young LLP were pre-approved by the Audit Committee.

Independent Registered Public Accounting Firm Fees Information

Audit Fees. Fees for audit services were $1,396,236 in 2019 and $1,278,236 in 2018, including fees associated with the annual audit, the reviews of United’s quarterly reports on Form 10-Q and annual report on Form 10-K, and required statutory audits as well as the audit of management’s assertion on the effectiveness of internal control over financial reporting.

Audit-Related Fees. Fees for audit-related services were $239,000 in 2019 and $220,200 in 2018. Audit-related services principally include audits of certain subsidiaries, employee benefit plans, and other attest services not classified as audit.

Tax Fees. Fees for tax services, including tax compliance, tax advice and tax planning were $519,704 in 2019 and $498,346 in 2018.

Other Services. Fees for review of compliance with certain regulatory matters were $9,842 in 2019 and $35,000 in 2018.

 

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PROPOSAL 3: APPROVAL OF, ON AN ADVISORY BASIS, THE COMPENSATION OF

UNITED’S NAMED EXECUTIVE OFFICERS

 

 

In accordance with Section 14A of the Exchange Act, shareholders will be asked to provide their support with respect to the compensation of United’s named executive officers by voting on an advisory, nonbinding resolution.

The executive officers named in the summary compensation table set forth in this proxy statement and deemed to be United’s “named executive officers” are Richard M. Adams, Richard M. Adams, Jr., James J. Consagra, Jr., W. Mark Tatterson and Craige L. Smith.

Shareholders are urged to read the compensation information on the following pages of this proxy statement which discusses the compensation policies and procedures with respect to United’s named executive officers and vote on the following advisory, nonbinding resolution.

RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to United’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion.

As detailed in the Compensation Discussion and Analysis beginning below, United’s compensation for its named executive officers is in line with its peer group while United’s financial performance continues to be superior to its peer group’s financial performance. In addition, United’s Compensation Committee has reviewed the Company’s compensation policies and believes that United’s policies do not promote unnecessary risk-taking nor are they reasonably likely to have a material adverse effect on the Company.

This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is nonbinding on the Board of Directors. Although nonbinding, the Board of Directors and the Compensation Committee value constructive dialogue on executive compensation and other important governance topics with shareholders and encourage all shareholders to vote their shares on this matter. The Board of Directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding United’s executive compensation programs.

United is currently conducting the “say-on-pay” advisory vote on an annual basis. The next “say-on-pay” advisory vote is scheduled for the 2021 Annual Meeting of Shareholders.

The Board of Directors and Compensation Committee recommends a vote “FOR” the nonbinding resolution to approve the compensation of United’s named executive officers.

 

 

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

 

 

UBSI 2019 Performance

United Bankshares continues to be one of the best performing, regional banking companies in the nation based upon our consistent earnings performance, solid asset quality and strong capital position. This is evidenced by our ability to increase the dividend to shareholders for 46 consecutive years, a record only one other major banking company in the nation has been able to achieve. Key accomplishments included:

 

•

Increased the dividend to shareholders for the 46th consecutive year, from $1.36 to $1.37 per share

 

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•

Member of the Dow Jones US Dividend Select Index, S&P High Yield Dividends Aristocrats Index, and the NASDAQ US Dividend Achiever 50 Index

 

•

Outperformed the KBW Regional Bank Index with UBSI’s share price increasing 24.27%, from $31.11 to $38.66 for the year, compared to an increase of 20.37% for the index

 

•

Outperformed total shareholder returns of the KBW Regional Bank Index with UBSI’s total return of 28.82% compared to the index of 23.86%

 

•

Outperformed the KBW Bank Index since its inception in 1992 with a total return of 833% compared to United’s return of 1190%

 

•

Achieved record Net Income of $260 million and increased Diluted Earnings Per Share from $2.45 to $2.55

 

•

Outperformed United’s proxy peer group with a Return on Average Assets (ROA) of 1.34%, compared to the peer group’s ROA of 1.21%, ranking United’s ROA in the 92nd percentile

 

•

Outperformed United’s Federal Reserve peer group’s Return on Average Assets of 1.21%

 

•

Asset quality remained sound with Non-Performing Assets decreasing $13 million and Non-Performing Assets to Total Assets decreasing from 0.83% to 0.75%

 

•

Continued to be well-capitalized based on all regulatory guidelines, with capital ratios well in excess of the regulatory requirements: risk-based capital ratio of 14.7%, a Common Equity Tier 1 capital ratio of 12.5%, a Tier 1 capital ratio of 12.5% and a leverage ratio of 10.5%

 

•

Announced the 32nd and largest acquisition of the current administration with the signing of a definitive merger agreement to acquire Carolina Financial Corporation, a high-performing bank holding company with assets of $4.7 billion and over 73 offices in North Carolina, South Carolina, and Georgia

 

•

Recently received national recognition from the American Bankers Association Foundation for being the top employee volunteer program in the nation

 

•

Received an “Outstanding” regulatory rating during the most recent Community Reinvestment Act (CRA) examination

 

•

Continued our position as the largest community bank headquartered in the nation’s capital, with the #1 deposit market share of all community banks in the Washington, D.C. MSA

Philosophy of Compensation Program

The Company’s philosophy is to ensure that the total compensation paid to all its employees is fair, reasonable, competitive, maintains a balance between risk and reward, and is aligned with the best interests of our shareholders. United’s Compensation Committee (the “Committee”), comprised entirely of independent directors, administers United’s executive compensation program consistent with the Company’s compensation philosophy. Ensuring that United’s compensation program does not encourage excessive risk-taking continues to be a top priority of the Committee, and the Committee monitors the Company’s risk profile and risk management process to be sure that the Company’s compensation policies do not promote unnecessary and excessive risks that may threaten the value of the Company. All elements of compensation for the Company’s executive officers, as well as all its employees, are determined by competitive practices from marketplace data. For example, base salaries fall within salary ranges formulated from competitive salary information for like positions in like financial institutions. This information is developed from salary surveys as well as other peer group information. This compensation data is verified from time to time by outside consultants.

 

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The Company strives to closely link executive and nonexecutive compensation with the achievement of financial and non-financial performance goals. Compensation is based on corporate performance, business unit performance, individual performance and an individual’s level of responsibility. In general, with an increased level of responsibility, there is a greater emphasis on corporate performance. The Committee believes that discretion, flexibility, and judgment are important to its ability to deliver appropriate incentive compensation. It is the Company’s practice to provide a mix of cash, equity-based compensation, and other non-cash compensation that it believes balances the best interests of the Company’s employees and the Company’s shareholders, reflecting near-term performance results and progress toward longer-term objectives.

At our 2019 Annual Meeting of Shareholders, our shareholders were given the opportunity to provide feedback to the Compensation Committee in the form of a nonbinding advisory vote on the Company’s executive compensation program, commonly referred to as a “Say-on-Pay” vote. Our shareholders overwhelmingly approved the compensation of our named executive officers, with 98.13% of the votes cast in favor of the “Say-on-Pay” resolution approving the compensation of the named executive officers for the 2018 fiscal year. In evaluating compensation decisions for the fiscal year 2019, the Compensation Committee was mindful of the strong support the “Say-on-Pay” resolution received at the Annual Meeting of Shareholders. Thus, the Committee continued to apply the same effective principles and philosophy used in previous years in determining executive compensation. Even though the result of the “Say-on-Pay” vote is nonbinding, the Board of Directors and Compensation Committee value the opinions that shareholders express in their votes and will continue to consider the outcome of the vote when making future executive compensation decisions.

Additionally, when determining how often to hold an advisory vote on executive compensation, the Board considered the strong preference for an annual vote expressed by our shareholders at our 2017 Annual Meeting. Accordingly, the Board determined that we will hold an annual advisory shareholder vote on the compensation of our named executive officers until the next “Say-on-Pay” frequency vote.

United’s compensation practices specifically related to its executive officers are presented in more detail in the following discussion and analysis.

Role of Executive Officers and the Committee in Compensation Decisions

As provided in its charter, the Committee has the authority to determine all compensation components for the named executive officers and to approve equity awards to other officers of the Company. The Committee met in February 2019 to discuss the annual evaluation process; to analyze peer data as it relates to executive compensation; to act on compensation issues for the named executive officers for 2019 and cash incentive awards for performance during 2018; to review consultant’s calculations related to the CEO Pay Ratio; and to review Board compensation. The Committee also met in September 2019 to review the results of the shareholder votes related to “Say-on-Pay” and the frequency of future advisory votes from the Annual Meeting of Shareholders and also discuss the Institutional Shareholder Services (“ISS”) Report. In addition, the Committee met in November 2019 to review the Annual Incentive Compensation Risk Assessment, and to review the Company’s Management Succession and Development Plan. Prior to the February 2019 Compensation Committee Meeting, the Chairman of the Company’s Compensation Committee and the Company’s Chief Executive Officer met to review the performance of the Company, the CEO’s performance, the performance of the other named executive officers, and the CEO’s recommendations as to the compensation of each named executive officer. The conclusions reached, and recommendations based on these reviews, including salary adjustments and annual award amounts, were presented to the Committee. The Committee, without the CEO present, annually reviews the CEO’s performance and reaches a recommendation as to his compensation.

 

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The Committee considered compensation information for the Peer Group gathered from documents filed with the Securities and Exchange Commission and publicly available executive compensation surveys. The Committee also reviews a summary compensation table which provides an overview of total compensation for each named executive officer. The summary compensation table includes the value of each component of compensation including base salary, annual cash incentive award, stock option awards, change in pension benefit value, change in non-qualified deferred compensation earnings, and other compensation. The Committee reviews the compensation table on an annual basis.

Overview of Compensation Program

The Company’s executive compensation program is designed to:

 

•

Retain executive officers by paying them competitively, motivate them to contribute to the Company’s success, and reward them for their performance.

 

•

Link a substantial part of each executive officer’s compensation to the performance of both the Company and the individual executive officer.

 

•

Encourage ownership of Company common stock by executive officers.

 

•

Discourage excessive risk-taking by executive officers.

2019 Executive Compensation Components

For the fiscal year ended December 31, 2019, the principal components of compensation for named executive officers were:

 

•

Salary

 

•

Annual cash incentive compensation

 

•

Long-term incentive equity-based compensation

 

•

Retirement and other benefits

Role of Consultants, Peer Group, and Surveys

The Company uses salary surveys and peer group information when evaluating the compensation of our named executive officers. Periodically, the Committee retains the services of nationally recognized compensation consulting firms to provide independent advice on compensation matters and to review the Company’s compensation program for all executive officers. The Committee has the sole authority to retain and terminate any compensation consultant that assists its compensation analysis. The Committee receives comparative compensation data from management, proxy statements, other public disclosures or reports prepared by its independent compensation consultants providing insight on industry best practices. In 2014, the Committee retained McLagan, an Aon Hewitt company, to review UBSI’s Annual Cash Incentive Compensation program and compare the plan with those of its peers, industry best practices and regulatory guidance. In 2016, the Committee retained McLagan to recommend a new long-term incentive plan including prevalent designs, features, and implications of various design alternatives. McLagan also conducted a peer group analysis. In 2017, the Committee retained McLagan to review the Company’s CEO Pay Ratio disclosure that is required by Item 402(u) of Regulation S-K mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In 2018, the Committee retained McLagan to review best practices for Supplemental Executive Retirement Plan (“SERP”) agreements for executive officers. Based on this review, the Committee granted SERP agreements to two additional officers who are not named executive officers. In

 

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2019 and early 2020, the Committee consulted with McLagan to re-define its peer group and to prepare models for the Committee’s consideration regarding the share size and design of United’s long-term equity incentive plan taking into consideration proxy advisory firm and principal shareholder policies.

Peer Group

In determining executive compensation for 2019, the Committee used a peer group that consisted of banking companies operating in the United States in the same lines of business as United and of similar size (the “Peer Group”). These companies represented diversified markets and fell within a market capitalization range of $2.1 billion to $5.8 billion in early February, 2020. On February 7, 2020, United’s market capitalization was $3.5 billion. The Peer Group had an average market capitalization of $3.6 billion.

This Peer Group consisted of:

 

BancorpSouth, Inc. (Mississippi)		UMB Financial Corporation (Missouri)
F.N.B. Corporation (Pennsylvania)		Umpqua Holdings Corporation (Oregon)
First Midwest Corporation (Illinois)		Valley National Bancorp (New Jersey)
Fulton Financial Corporation (Pennsylvania)		Webster Financial Corporation (Connecticut)
IBERIABANK Corporation (Louisiana)		Western Alliance Bancorporation (Arizona)
Old National Bancorp (Indiana)		Wintrust Financial Corporation (Illinois)
Trustmark Corporation (Mississippi)

In consultation with McLagan, on February 24, 2020, the Committee re-evaluated the Company’s Peer Group in light of M&A activity, the number of peers remaining in the peer group, a peer company’s size, business mix and other factors which the Committee believed to be representative of the peer group. Based on its re-evaluation as well as the anticipated increase in United’s market capitalization following the Merger with Carolina Financial, the Committee adjusted the peer group for 2020 to include the following 18 companies:

 

Associated Banc-Corp (Wisconsin)		Hancock Whitney Corporation (Mississippi)
Atlantic Union Bankshares Corp. (Virginia)		PacWest Bancorp (California)
BancorpSouth Bank (Mississippi)		Pinnacle Financial Partners, Inc. (Tennessee)
Bank OZK (Arkansas)		Simmons First National Corporation (Arkansas)
BankUnited, Inc. (Florida)		UMB Financial Corporation (Missouri)
Cullen/Frost Bankers, Inc. (Texas)		Umpqua Holdings Corporation (Oregon)
F.N.B. Corporation (Pennsylvania)		Webster Financial Corporation (Connecticut)
First Midwest Bancorp, Inc. (Illinois)		Western Alliance Bancorporation (Arizona)
Fulton Financial Corp. (Pennsylvania)		Wintrust Financial Corporation (Illinois)

This new Peer Group represents a market capitalization range of $2.1 billion to $6.1 billion and has an average market capitalization of $3.94 billion as of early February, 2020, when the Group was identified. As of the time of developing the new Peer Group, the Committee estimated United’s market capitalization following the Carolina Financial merger scheduled to close May 1, 2020, to be $4.37 billion based upon United’s February 19, 2020 stock price.

Salaries

The first element of the executive compensation program is salaries. Salaries of the named executive officers are reviewed on an annual basis. In recent years, the Committee has been directing a shift in the mix of the Company’s executive compensation toward incentive compensation. This strategy is intended to increase the performance orientation of the Company’s executive compensation, and the Committee continued this

 

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emphasis in 2019. In setting the base salary for the Chief Executive Officer, and in reviewing and approving the salaries for the other named executive officers, the Committee first reviews the history of and the proposals for the compensation for each individual, including cash and equity-based components. In setting the salaries of the named executive officers, the Committee does not benchmark but considers salaries paid by the Peer Group to executive officers holding equivalent positions, information contained in the consultant’s executive compensation reports, corporate performance, business unit performance, individual performance, and an individual’s level of responsibility.

Based on the competitive salary data described above, the Committee established a competitive midpoint for a salary range which was used as a guideline to determine the named executive officers’ base salaries for the following year. At its meeting held on February 25, 2019, the Committee decided to increase the base salaries for the named executive officers as is reflected in the following table. These base salary increases were effective on June 1, 2019.

 

Executive		Title		2018 Base Salary				2019 Base Salary				% Increase
Richard M. Adams		Chief Executive Officer		$	1,095,000			$	1,138,800				4.0	%
James J. Consagra, Jr.		Chief Operating Officer		$	500,000			$	520,000				4.0	%
Richard M. Adams, Jr.		President		$	500,000			$	520,000				4.0	%
W. Mark Tatterson		Chief Financial Officer and Treasurer		$	400,000			$	416,000				4.0	%
Craige L. Smith		Chief Administrative and Information Officer		$	340,000			$	353,600				4.0	%

Annual Cash Incentive Compensation

The second element of the executive compensation program is annual cash incentive compensation. The purpose of the Company’s annual cash incentive compensation is to motivate and reward executives for their contributions to the Company’s performance by making a portion of their cash compensation variable and dependent upon the Company’s performance. The Committee annually reviews the plan for cash incentive awards. As previously mentioned, the Committee considered the industry best practices provided by McLagan in the design of the 2019 annual cash incentive compensation framework.

For 2019, the Compensation Committee required the Company to meet a performance “trigger” before the plan could be activated. This “trigger” ensures annual cash incentives cannot be paid unless a certain level of performance is achieved. The Committee used Return on Average Assets due to its insight into how efficiently management is utilizing its asset base and its conventional use as a comparison between industry peers. The Committee evaluated this metric over a preceding year sample period and then determined an applicable performance hurdle for the Company. The trigger for 2019 was to generate Return on Average Assets of 1.00%. In 2019, the performance trigger was achieved; therefore, the named executive officers were eligible for cash incentive compensation.

The Compensation Committee considered a variety of possible performance metrics for the annual cash incentive compensation plan for 2019. These metrics are designed to align how management, shareholders and banking regulators assess the Company’s financial performance. The Committee determined that the following measures would focus executives on objectives that would benefit the Company and shareholders:

 

•

Earnings Per Share

 

•

Return on Average Assets

 

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•

Non-Performing Assets Ratio

 

•

Total Shareholder Return

Earnings Per Share is the ratio of after-tax earnings to average diluted shares and is a common metric used by investors to evaluate the profitability of a company. Return on Average Assets is defined as the ratio of after-tax earnings to average total assets and allows investors to evaluate banks by their asset size, with loans and investment securities making up the largest components of the assets. Non-Performing Assets Ratio is the ratio of the sum of loans 90 days past due, non-accrual loans, restructured loans, and other real estate owned (OREO) to the sum of total assets which gives investors and regulators an evaluation of a company’s asset quality allowing them to determine if management is taking excessive risks. Total Shareholder Return is a common metric used to show the total returns to an investor in our common stock, by accounting for the change in stock price from the beginning to the end of the year, as well as the reinvestment of any dividends issued throughout the year.

The table below summarizes the 2019 performance measures and goals approved by the Compensation Committee for the named executive officers, as well as the actual 2019 performance results.

 

Goal		Weight		Threshold		Target		Maximum		Actual
Earnings Per Share		30%		$2.32		$2.57		$2.73		$2.55
Return on Average Assets		30%		1.19%		1.35%		1.44%		1.34%
Non-Performing Assets Ratio		20%		1.11%		0.80%		0.58%		0.75%
Total Shareholder Return		20%		25th percentile		50th percentile		75th percentile		77th percentile

Named executive officers are entitled to award opportunities based upon a percentage of base salary. Actual awards can range from 0% to the percentage set forth in the “Maximum” column of the table below, depending upon the corporate performance relative to the Annual Incentive Plan goals. The Compensation Committee established the target awards based-in-part on the market data for comparable executives included in the McLagan analysis. Performance between each performance level is interpolated on a straight-line basis. The following table represents the potential award opportunity levels expressed as a percentage of base salary for each named executive officer of United for 2019.

 

Named Executive Officer		Threshold		Target		Maximum
Richard M. Adams		15%		90%		140%
James J. Consagra, Jr.		5%		55%		80%
Richard M. Adams, Jr.		5%		55%		80%
W. Mark Tatterson		5%		55%		80%
Craige L. Smith		5%		45%		65%

The annual incentive plan for each named executive officer includes a discretionary feature that allows the Compensation Committee to adjust the award that would otherwise be suggested by rigid computation of the formula in the plan. The discretionary feature was not utilized in determining this year’s annual cash incentive.

Based upon the Company’s 2019 performance, Richard M. Adams received an annual cash incentive award equating to 110% of his targeted level, and the other named executive officers received annual incentive awards equating to 107% of their target incentive award level. The following tables include the performance level achieved with respect to each performance goal relative to the weighting and the level of each

 

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performance goal and the actual annual incentive awards paid to each named executive officer based upon overall performance.

 

Performance Goal		Performance Level Achieved		Weighting		Actual Payout Relative to Target (Adams)		Actual Payout Relative to Target (Consagra, Adams, Jr.)		Actual Payout Relative to Target (Tatterson)		Actual Payout Relative to Target (Smith)
EPS		Between Threshold & Target		30%		93%		93%		93%		93%
ROAA		Between Threshold & Target		30%		95%		94%		94%		94%
NPAs / Total Assets		Between Target & Maximum		20%		113%		110%		110%		110%
Total Shareholder Return		Reached Maximum		20%		156%		145%		145%		144%
Calculated Total				100%		110%		107%		107%		107%
Subjective Adjustment						0%		0%		0%		0%
Total				100%		110%		107%		107%		107%

 

Named Executive Officer		Target Incentive as % of Salary		Target Cash Incentive, $		Annual Cash Incentive as % of Salary		Actual Cash Incentive, $
Richard M. Adams		90%		$1,024,920		99%		$1,128,169
James J. Consagra, Jr.		55%		$286,000		59%		$306,794
Richard M. Adams, Jr.		55%		$286,000		59%		$306,794
W. Mark Tatterson		55%		$228,800		59%		$245,435
Craige L. Smith		45%		$159,120		48%		$170,432

The CEO received an overall excellent performance rating from the Compensation Committee for 2019. In his 44^th year of leadership as CEO, United increased the dividend to shareholders for the 46^th consecutive year. United is one of only two major banking companies in the nation to have achieved such a record. This achievement is evidence of United’s consistent profitability, solid asset quality, and sound capital position. In 2019, under Adams’ leadership, the Company achieved record net income of $260 million and increased earnings per share from $2.45 in 2018 to $2.55 in 2019. The Company also announced the 32^nd and largest acquisition of the current administration, Carolina Financial Corporation, a high-performing bank holding company with assets of $4.7 billion and over 73 offices in North Carolina, South Carolina, and Georgia. This acquisition enhances the Company’s strategic footprint, with expansion into several high-growth markets in the Southeast. During Adams’ administration, the Company has grown from a single-office, $100 million bank into the current United, which will soon have $25 billion in assets with 230 offices in eight states and the nation’s capital. United will rank in the top 35 banking companies in the nation based upon market capitalization. United outperformed peer profitability with a return on assets of 1.34%, considerably outperforming its Federal Reserve peer group at 1.21%. The Committee also recognized the Company’s sound asset quality, highlighted by a $13 million reduction in non-performing assets. United continues to be the largest community bank headquartered in the nation’s capital, with the #1 deposit market share of all community banks in the Washington, D.C. MSA. During Adams’ administration, the Company has substantially increased long-term shareholder value evidenced by increasing the dividend to shareholders for 46 consecutive years and 44 consecutive years under the current administration. In 2019, United continued its track record of providing excellent long-term shareholder returns by outperforming the KBW Bank Index since its inception in 1992, with a total return of 833% compared to United’s return of 1190%. If you had invested $100,000 at the start of this administration, including dividend reinvestment, it would have been worth approximately $13.7 million at December 31, 2019.

 

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Long-Term Incentive Compensation

The third element of the executive compensation program is long-term incentive compensation. In 2016, the Committee retained McLagan to analyze and recommend a new long-term incentive plan. McLagan reviewed industry best practices including prevalent designs, features and implications of alternate design plans. On February 29, 2016, the Committee and the Board approved the 2016 Long-Term Incentive Plan (“2016 LTI Plan”) to replace the 2011 Long-Term Incentive Plan which expired in May 2016. Awards made under the 2011 Long-Term Incentive Plan will continue to be administered under this plan; however, no new awards may be made under the 2011 Long-Term Incentive Plan after May 16, 2016. The Committee directed that the 2016 LTI Plan be submitted to the shareholders for approval. At the 2016 Annual Meeting of Shareholders held on May 18, 2016, the shareholders approved the 2016 Long-Term Incentive Plan. The 2016 Long-Term Incentive Plan will expire on May 18, 2021. On February 24, 2020, the Committee and the Board of Directors approved the 2020 Long-Term Incentive Plan (the “2020 LTI Plan”) to replace the 2016 LTI Plan. If the 2020 Long-Term Incentive Plan is approved by the shareholders, no additional awards will be made under the 2016 LTI Plan on or after the effective date of the 2020 LTI Plan, and any shares remaining under the 2016 LTI Plan will be cancelled and no longer available for future grant under the 2016 LTI Plan. Awards granted under the 2016 LTI Plan prior to the effective date of the 2020 LTI Plan will remain in full force and effect and will remain subject to the terms of the 2016 LTI Plan.

The Compensation Committee, at its meeting on February 25, 2019, set a minimum holding period for executive officers after vesting occurs for stock options and stock grants awarded in 2019. The minimum holding period is two years from the date of vesting. The Compensation Committee also set a performance requirement that must be met before stock options and stock grants issued to executive officers will be earned. The performance hurdle set for the 2019 options and stock grants was to achieve an average Return on Average Assets of 1.00% for the period ending December 31, 2019. The Company’s Return on Average Assets achieved during the specified time horizon met the performance requirements set forth by the Compensation Committee, therefore, the stock options and stock grants issued in 2019 were considered “earned” as of February 2020. These options and grants will vest in 25% increments over the first four anniversaries of the award, consistent with other participants in the plan. The vesting component and minimum holding period serve as a tool to enhance the retention of executive officers.

 

31

Annual restricted stock awards and stock option grants for executive officers are a key element of market-competitive total compensation. The Committee approves annual long-term incentive awards for the executive officers based on various factors including: level of responsibility within the organization, the individual’s contribution toward performance goals, compensation peer group data, a review of available published data on senior management compensation, and information contained in the McLagan consulting report. Based on the criteria listed above, in February 2019, the Committee granted restricted stock awards and stock option grants to the named executive officers as detailed in the table below.

 

Name/Position		Stock Option  Grants (#)		Stock Option  Grant Date Fair Value		Restricted  Stock Awards  (#)		Restricted Stock Grant  Date Fair Value
Richard M. Adams, Chairman of the Board and Chief Executive Officer		33,910		$242,796		28,434		$1,094,025
James J. Consagra, Jr., Chief Operating Officer		11,613		$83,149		9,738		$374,816
Richard M. Adams, Jr., President		11,613		$83,149		9,738		$374,816
W. Mark Tatterson, Chief Financial Officer and Treasurer		9,290		$66,516		7,790		$299,837
Craige L. Smith, Chief Administrative and Information Officer		6,142		$43,977		5,150		$198,224

On February 24, 2020, the Compensation Committee re-evaluated the design of the long-term incentive plan. For the 2020 grant of long-term incentive awards, the Committee added a “relative” performance metric that will be measured against United’s peer group. The potential payouts are based upon the actual performance level achieved in comparison to United’s peer group as outlined in the chart below:

 

Performance Level		Percent Rank Compared to  Peers		Payout Percentage (as a % of Target)
Threshold		25th Percentile		50%
Target		50th Percentile		100%
Maximum		75th Percentile		150%

Stock Options

Any options granted by the Company will have an exercise price equal to the fair market value of the Company’s stock based on the closing stock price of the Company’s common stock as of the date of grant. The Company’s practice is to grant option awards as of the date approved by the Committee. The Company has never granted an option priced on a date other than the grant date. These stock options will have value only if the market price of the common stock increases after the grant date. The Company is prohibited from exchanging underwater stock options for a cash settlement. Options granted under the plan vest per a schedule designated at the grant date.

Perquisites and Other Personal Benefits

Generally, the Company provides modest perquisites or personal benefits, and only with respect to benefits or services that are designed to assist a named executive officer in being productive and focused on his

 

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or her duties, and which management and the Committee believe are reasonable and consistent with the Company’s overall compensation program. Management and the Committee periodically review the levels of perquisites or personal benefits provided to the named executive officers.

Retirement and Other Benefits

United has a defined benefit retirement plan covering substantially all employees hired prior to October 1, 2007. Employees who meet the minimum age requirement, work at least 1,000 hours per year and were hired prior to October 1, 2007, are covered under the United Bankshares, Inc. Pension Plan (the “Plan”). The cost of the Plan is fully funded by the Company. Employees hired or rehired on or after October 1, 2007, are not eligible to participate in this Plan. The Plan benefit is based on years of service and average salary. Maximum salary levels are set each year based on Internal Revenue Service regulations and are generally less than the average salary of the named executive officers. These maximum levels limit the qualified pension benefit payout available to named executive officers’ percentage of current base pay.

To provide funding for the shortfall in qualified pension plan benefit, United provides Supplemental Executive Retirement Plan (“SERP”) agreements to the named executive officers. In 2003, the Company retained Clark/Bardes to implement the Company’s Supplemental Retirement Program and to determine its reasonableness and competitiveness in the marketplace. SERP agreements are generally provided to executives in the banking industry, and the Company considers them a necessary element of a competitive compensation package. In 2018, the Company retained McLagan to evaluate industry best practices for SERP agreements for executive officers.

Clawback Provision

The Committee has approved a “clawback” policy that applies to all our NEOs and other executive officers. Under the policy, if the Company is required to prepare an accounting restatement due to materially inaccurate performance metrics, then each executive officer must pay back the excess incentive compensation amount paid to such officer over the corrected incentive compensation payment after applying the restatement. This policy applies to all cash incentive compensation provided on or after January 1, 2015.

Employment Agreements

None of the named executive officers, other than the Company’s Chief Executive Officer, Mr. Adams, have an employment agreement with the Company. See the description of Mr. Adams’ Employment Agreement under the heading “Employment Contracts of Named Executive Officers” on page 37.

In deciding to enter into an Employment Agreement with Mr. Adams and in deciding to extend the term of Mr. Adams’ Employment Agreement, the Company considered the following factors: the Company’s consistent long-term success in attaining its performance goals under Mr. Adams’ leadership; Mr. Adams’ 50 years of service to the Company; and the growth of the Company from a single office $100 million bank to a $19.6 billion regional bank holding company during Mr. Adams’ 44-year tenure as Chief Executive Officer creating substantial long-term returns to the Company’s shareholders.

Termination and Change of Control

The Company has entered into change of control agreements with the following named executive officers: Richard M. Adams, James J. Consagra, Jr. and Richard M. Adams, Jr. The Change of Control Agreements are designed to promote stability and continuity of senior management. Information regarding

 

33

applicable payments under such agreements for the named executive officers is provided under the heading “Potential Payments upon Termination or Change of Control” on page 42.

Non-Qualified Deferred Compensation

The named executive officers, in addition to certain other executives, are entitled to participate in the Company’s Non-Qualified Retirement and Savings Plan. Under the Non-Qualified Retirement and Savings Plan, eligible employees can defer up to 100% of cash compensation in excess of the limits prescribed by the Internal Revenue Service. The Company does not match or supplement executive contributions to this plan. The Non-Qualified Retirement and Savings Plan is discussed in further detail under the heading “Non-Qualified Deferred Compensation” on page 40.

Other Compensation

The Company provides other benefits to executive officers as well as all full-time employees. These benefits include the opportunity to participate in a Qualified Savings and Stock Investment 401K plan, medical and dental insurance plans, company-paid group life and long-term disability plans, and paid time off.

Tax and Accounting Implications

Deductibility of Executive Compensation

As part of its role, the Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain individuals. However, the Committee may approve compensation that will not meet these requirements to ensure competitive levels of total compensation for its executive officers.

Non-Qualified Deferred Compensation

On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. A more detailed discussion of the Company’s nonqualified deferred compensation arrangements is provided on page 40 under the heading “Non-Qualified Deferred Compensation.”

Accounting for Stock-Based Compensation

Beginning on January 1, 2006, the Company began accounting for stock-based payments including its Stock Option Program, Long-Term Stock Grant Program, Restricted Stock Program and Stock Award Program in accordance with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (ASC topic 718).

 

34

 

EXECUTIVE COMPENSATION

 

 

Summary Compensation Table

The following table is a summary of certain information concerning the compensation awarded or paid to, or earned by, the Company’s named executive officers as determined as of the end of 2019, 2018, and 2017.

 

Name and Principal Position		Year				Salary				Stock Awards (1)				Option Awards				Non-Equity Incentive Plan Compen- sation (5)				Change in Pension Value and Non- qualified Deferred Compen- sation Earnings (6)				All Other Compen- sation (7)				Total
Richard M. Adams   Chairman of the Board and Chief Executive Officer			2019   2018 2017			$   $ $	1,120,550   1,076,250 1,011,406			$   $ $	1,094,425   687,215 827,948			$   $ $	242,796   374,364 438,243	(2)     (3)   (4)		$   $ $	1,128,169   1,092,582 750,452			$   $ $	765,298   0 585,009			$   $ $	25,008   25,524 24,973			$   $ $	4,376,246   3,255,935 3,638,031
Richard M. Adams, Jr.   President			2019   2018 2017			$   $ $	511,539   492,308 454,615			$   $ $	374,816   222,893 268,538			$   $ $	83,149   121,414 142,131	(2)     (3)   (4)		$   $ $	306,794   295,542 204,068			$   $ $	500,082   0 263,798			$   $ $	91,334   48,994 49,701			$   $ $	1,867,714   1,181,150 1,382,851
James J. Consagra, Jr.   Executive Vice President and Chief Operating Officer			2019   2018 2017			$   $ $	511,539   492,308 454,615			$   $ $	374,816   222,893 268,538			$   $ $	83,149   121,414 142,131	(2)     (3)   (4)		$   $ $	306,794   295,542 204,068			$   $ $	487,740   0 262,242			$   $ $	34,524   34,561 39,210			$   $ $	1,798,562   1,166,717 1,370,804
W. Mark Tatterson   Executive Vice President and Chief Financial Officer			2019   2018 2017			$   $ $	409,231   392,308 357,308			$   $ $	299,837   172,810 208,199			$   $ $	66,516   94,145 110,209	(2)     (3)   (4)		$   $ $	245,435   236,433 161,554			$   $ $	465,737   182,217 194,800			$   $ $	40,211   29,599 25,315			$   $ $	1,526,967   1,107,511 1,057,385
Craige L. Smith   Executive Vice President			2019   2018 2017			$   $ $	347,846   334,231 313,077			$   $ $	198,224   123,102 148,312			$   $ $	43,977   67,065 78,508	(2)     (3)   (4)		$   $ $	170,432   164,175 112,974			$   $ $	271,473   0 115,212			$   $ $	24,269   24,583 21,595			$   $ $	1,056,221   713,156 789,678

Footnotes:

 

(1)

Compensation amounts reflect the grant date fair value of restricted stock awarded in accordance with FASB ASC Topic 718. For 2019, the compensation amount was calculated using a grant date closing stock price of $38.49. For 2018, the compensation amount was calculated using a grant date closing stock price of $37.60. For 2017, the compensation amount was calculated using a grant date closing stock price of $45.30.

 

(2)

Compensation amounts for 2019 reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for stock options granted pursuant to United’s 2016 LTI Plan. For options granted in 2019, the grant date fair value was calculated using a binomial lattice option pricing model based on a weighted average fair value of $7.16 per option. The assumptions used in determining the valuation of these options using this methodology were as follows: average expected option life of 6.72 years; risk-free interest rate of 2.54%; a volatility factor of 0.243; and a dividend yield of 3.00%.

 

(3)

Compensation amounts for 2018 reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for stock options granted pursuant to United’s 2016 LTI Plan. For options granted in 2018, the grant date fair value was calculated using a binomial lattice option pricing model based on a weighted average fair value of $7.56 per option. The assumptions used in determining the valuation of these options using this methodology were as follows: average expected option life of 6.93 years; risk-free interest rate of 2.74%; a volatility factor of 0.255; and a dividend yield of 3.00%.

 

(4)

Compensation amounts for 2017 reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for stock options granted pursuant to United’s 2016 LTI Plan. For options granted in 2017, the grant date fair value was calculated using a binomial lattice option pricing model based on a weighted average fair value of $8.85 per option. The assumptions used in determining the valuation of these options using this methodology were as follows: average expected option life of 6.98 years; risk-free interest rate of 2.13%; a volatility factor of 0.262; and a dividend yield of 3.00%.

 

(5)

The amounts disclosed were awarded pursuant to United’s Non-Equity Incentive Plan which is based on financial and individual performance measures that are communicated to the named executive officers. A more detailed discussion of terms of such plan and its application in 2019 is set forth in the Compensation Discussion and Analysis under the heading “Annual Cash Incentive Compensation.” The amounts earned under United’s Non-Equity Incentive Plan are disclosed in the year earned, although paid in the following year.

 

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(6)

Change in value of executive officer’s Pension and SERP benefit during the year of 2019. Declines in Pension and SERP values are not included in the table above. For Mr. R. Adams, his Pension value increased $116,345 and his SERP value increased $648,953. For Mr. R. Adams, Jr., his Pension value increased $349,581 and his SERP value increased $150,501. For Mr. Consagra, his Pension value increased $346,914 and his SERP value increased $140,826. Mr. Tatterson, his Pension value increased $296,103 and his SERP value increased $169,634. For Mr. Smith, his Pension value increased $226,670 and his SERP value increased $44,803.

 

(7)

All Other Compensation includes Company contributions to the named executive officer’s 401(k) Plan ($11,200 each for Messrs. Adams, Adams, Jr., Consagra, Tatterson and Smith for 2019) and company paid life, health and disability insurance premiums ($13,808 for Mr. Adams, $14,651 for Mr. Adams, Jr., $17,847 for Mr. Tatterson, and $13,069 for Mr. Smith for 2019). All Other Compensation also includes perquisites (aggregate amounts for perquisites less than $10,000 are not disclosed). Perquisites are valued based on their incremental cost to the Company in accordance with SEC regulations. Aggregate perquisites of $65,483 were provided to Mr. Adams, Jr. in 2019 which exceeded $10,000 and are thus included in his All Other Compensation column. His perquisites include country club memberships, the personal use of a Company automobile and a Company paid medical exam. Aggregate perquisites of $12,267 were provided to Mr. Consagra in 2019 which exceeded $10,000 and are thus included in his All Other Compensation column. His perquisites include a country club membership and the personal use of a Company automobile. Aggregate perquisites of $11,164 were provided to Mr. Tatterson in 2019 which exceeded $10,000 and are thus included in his All Other Compensation column. His perquisites include a country club membership and the personal use of a Company automobile.

Salary and bonus amounts paid to the named executive officers as a percentage of total compensation are as follows for 2019: Mr. R. Adams – 25.61%; Mr. R. Adams, Jr. – 27.39%; Mr. Consagra – 28.44%; Mr. Tatterson – 26.80% and Mr. Smith – 32.93%.

Grants of Plan-Based Awards

The following table sets forth information concerning individual grants of all plan-based awards in the fiscal year 2019 to the named executives.

 

Name		Type of Award*		Grant Date				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)												Estimated Future Payouts Under Equity Incentive Plan Awards (2) (3)												All Other Stock Awards: Number of Shares of Stock or Units (#)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)(4)
								Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
Richard M. Adams		ACI SO RS			2/25/2019 2/25/2019 2/25/2019			$	170,820 —   —			$	1,024,920 —   —			$	1,594,320 —   —				—   —   —				—   33,910 28,434				—   —   —				—   —   —				—   —   —			$	—   38.49 —			$ $	—   242,796 1,094,425
Richard M. Adams, Jr.		ACI SO RS			2/25/2019 2/25/2019 2/25/2019			$	26,000 —   —			$	286,000 —   —			$	416,000 —   —				—   —   —				—   11,613 9,738				—   —   —				—   —   —				—   —   —			$	—   38.49 —			$ $	—   83,149 374,816
James J. Consagra, Jr.		ACI SO RS			2/25/2019 2/25/2019 2/25/2019			$	26,000 —   —			$	286,000 —   —			$	416,000 —   —				—   —   —				—   11,613 9,738				—   —   —				—   —   —				—   —   —			$	—   38.49 —			$ $	—   83,149 374,816
W. Mark Tatterson		ACI SO RS			2/25/2019 2/25/2019 2/25/2019			$	20,800 —   —			$	228,800 —   —			$	332,800 —   —				—   —   —				—   9,290 7,790				—   —   —				—   —   —				—   —   —			$	—   38.49 —			$ $	—   66,516 299,837
Craige L. Smith		ACI SO RS			2/25/2019 2/25/2019 2/25/2019			$	17,680 —   —			$	159,120 —   —			$	229,840 —   —				—   —   —				—   6,142 5,150				—   —   —				—   —   —				—   —   —			$	—   38.49 —			$ $	—   43,977 198,224

Footnotes:

 

*

ACI = Annual Cash Incentive; SO = Stock Options; RS = Restricted Stock

 

(1)

Amounts represent potential payout opportunities under United’s Non-Equity Incentive Plan for each of the named executive officers. As further detailed in the section entitled “Annual Cash Incentive Compensation” in the Compensation Discussion and Analysis, the award opportunities presented in the table are based on percentages of base salary, performance measures and goals for 2019. Actual awards earned for 2019 are reported in the Summary Compensation Table under the column headed “Non-Equity Incentive Compensation”.

 

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(2)

Stock option grants in 2019 were made under the United Bankshares, Inc. 2016 Long-Term Incentive Plan as approved by shareholders on May 18, 2016. Stock options were granted on February 25, 2019 at the grant date closing price based on performance in 2018 and other criteria and will vest equally over a four-year period from the grant date upon achieving certain goals as discussed in the Compensation Discussion and Analysis. These options have a term of 10 years. Vesting is based upon continued employment through the vesting date. All options will become immediately exercisable upon a change of control of the Company. The stock options were considered “earned” as of February 2020 because the Company achieved the performance requirements applicable to the stock option awards as described in the Compensation Discussion and Analysis.

 

(3)

Shares of restricted stock granted in 2019 were made under the United Bankshares, Inc. 2016 Long-Term Incentive Plan as approved by shareholders on May 18, 2016. Shares of restricted stock were granted on February 25, 2019 based on performance in 2018 and other criteria and will vest equally over a four-year period from the grant date upon achieving certain goals as discussed in the Compensation Discussion and Analysis. Recipients of restricted shares do not pay any consideration to United for these shares, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested. Vesting is based upon continued employment through the vesting date. All restricted shares will immediately vest upon a change of control of the Company. The shares of restricted stock were considered “earned” as of February 2020 because the Company achieved the performance requirements applicable to the stock option awards as described in the Compensation Discussion and Analysis.

 

(4)

Amounts in this column reflect the aggregate grant date fair value of stock and option awards granted in 2019 computed in accordance with FASB ASC Topic 718. For options granted in 2019, the grant date fair value was calculated using a binomial lattice option pricing model based on a weighted average fair value of $7.16 per option. The assumptions used in determining the valuation of these options using this methodology were as follows: average expected option life of 6.72 years; risk-free interest rate of 2.54%; a volatility factor of 0.243; and a dividend yield of 3.00%. For restricted stock granted in 2019, the grant date fair value was calculated by multiplying the shares awarded by the grant date closing stock price of $38.49.

Employment Contracts of Named Executive Officers

Richard M. Adams, Chairman and Chief Executive Officer of United and Chairman of United Bank, entered into an employment contract with United effective February 28, 2011. The original term of Mr. R. Adams’ employment contract was three years, with the provision that the contract could be extended annually for one (1) year to maintain a three (3) year contract. This contract was amended on February 24, 2020 to provide for continued employment of Mr. Adams and to extend the term of the contract through March 31, 2023.

Under Mr. R. Adams’ contract, if the contract is terminated for any reason other than cause, Mr. R. Adams, or his family or estate, is entitled to a lump sum payment equal to three times the sum of his prior year’s base salary and target bonus. Under Mr. R. Adams’ contract, cause is defined as based on (i) excessive, unapproved absences, (ii) gross or willful neglect of duty that results in some substantial loss to United, or (iii) fraud or commission of any criminal act, if proven. If the contract is terminated for cause, United must pay Mr. R. Adams’ base salary only for the period of his active full-time employment to the date of termination. Under the contract, Mr. R. Adams is required to devote his full-time energies to performing his duties as Chairman and CEO on behalf of United and its subsidiaries. The contract provides for a base compensation of $1,200,000 and additional benefits consistent with the office. This base compensation may be increased but not decreased.

Bank Owned Life Insurance (BOLI)

United has purchased BOLI policies covering several key company officers including the named executive officers. The purchase of BOLI represents a tax-advantaged financing strategy that permits the Company to meet its increasing benefit liability obligations in a more cost-effective manner. The intent is to create an independent source of funds to recoup some of the benefit expenses. The policies’ earnings, including death proceeds, will be used to offset and recover a portion of the costs to carry the policies. Interest earned on

 

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the cash value is not subject to tax unless the policies are surrendered or borrowed against before the insured’s death. United earned the following approximate amounts of income in 2019 related to the BOLI policies on the named executive officers: Mr. R. Adams, $94,000; Mr. R. Adams, Jr., $19,000; Mr. Consagra, $26,000; Mr. Tatterson, $7,000; and Mr. Smith, $23,000.

Employee Benefit Plans

Except for the Deferred Compensation Plan applicable to directors, no directors or principal shareholders of United and its subsidiaries, other than those persons who are salaried officers, participate in any type of benefit plan of United.

United’s subsidiaries provide, on a substantially non-contributory basis for all full-time employees, including the named executive officers, life and disability insurance. Life insurance with a value of 250% of base salary, up to a maximum benefit of $1,000,000, is provided to all full-time employees, including executive officers. The premiums paid by United for life insurance on any individual, which has a face value greater than $50,000 is properly reported as compensation. These plans do not discriminate, in scope, terms or operation, in favor of the executive officers of United or its subsidiaries and are available generally to all full-time salaried employees of United and its subsidiaries.

Pension Benefits

Pension Plan. The United Bankshares, Inc. Pension Plan is a defined benefit pension plan. It is a tax-qualified, broad-based plan generally available to all regular employees (with some exceptions) hired prior to October 1, 2007. Participation is automatic for those employees hired before October 1, 2007 and begins on January 1 or July 1 after an eligible employee completes one (1) year of service (12 consecutive months during which the employee completes at least 1,000 hours of service) and reaches the age of 21.

Normal benefits under the Pension Plan are based on these factors:

 

•

years of credited service

 

•

compensation of the employee, and

 

•

Social Security covered compensation.

An employee is 100% vested when the first of the following occurs:

 

•

the employee completes at least 5 years of service or

 

•

the employee reaches the normal retirement date or

 

•

the employee reaches early or disability retirement (regardless of whether the employee actually retires).

For purposes of calculating benefits under the Pension Plan, compensation is generally the pay an employee receives from United, including any pre-tax savings under a 401(k) plan maintained by United and salary reductions under an Internal Revenue Code Section 125 plan. Compensation does not include overtime, bonuses or director’s fees. Maximum compensation limits for benefit calculations are set by governmental rules. The limit is indexed and may change each year. For 2019, the limit was $225,000.

The employee’s average compensation is used to calculate his or her retirement benefit. Average compensation is the employee’s average pay over the consecutive five years out of the last ten years with the Company that produces the highest average.

 

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Benefits are paid under the Pension Plan when an employee retires. Retirement under the Pension Plan can be normal retirement, early retirement, delayed retirement or disability retirement.

If an employee retires at the normal retirement age of 65, then the employee’s monthly normal retirement benefit is equal to the sum of 1.25% of average compensation and 0.5% of average compensation in excess of Social Security covered compensation, multiplied by years of service up to 25 years. If an employee terminates employment before his or her normal retirement date, the employee is entitled to his or her vested accrued benefit. The employee will receive the benefits upon early retirement or at his or her normal retirement date, whichever comes first.

An employee may elect early retirement after he or she reaches age 55 and has completed at least 5 years of service. The early retirement benefit is equal to the employee’s accrued benefit as of his or her early retirement date. If payment of the early retirement benefit begins before the employee’s normal retirement date, then the benefit is reduced.

Supplemental Executive Retirement Agreements. United has entered into Supplemental Retirement Agreements (“SERPs”) with each of its named executive officers to encourage such officers to remain employees of United. The SERPs are designed to provide a certain level of post-retirement income to the individuals who have a significant impact on the long-term growth and profitability of United. A more detailed description of the SERPs begins on page 42 of this Proxy Statement.

The following table shows the present value of the accumulated benefit under the Pension Plan and the SERPs as well as the dollar amount of any payments and benefits paid to each named executive officer during the last completed fiscal year and the years of credited service for each of the named executive officers. The values in the table reflect the actuarial present value of the named executive officer’s accumulated benefit under each plan, computed as of December 31, 2019.

 

Name		Plan Name		Number   of Years Credited Service (#)		Present Value   of Accumulated Benefit ($)				Payments   During Last   Fiscal Year ($)
Richard M. Adams		Pension Plan		51		$	1,514,369			$	108,964
		SERP		51		$	6,825,074				—
Richard M. Adams, Jr.		Pension Plan		25		$	996,267				—
		SERP		25		$	1,031,198				—
James J. Consagra, Jr.		Pension Plan		22		$	1,139,968				—
		SERP		22		$	1,102,938				—
W. Mark Tatterson		Pension Plan		23		$	718,187				—
		SERP		23		$	454,602				—
Craige L. Smith		Pension Plan		19		$	1,147,480				—
		SERP		19		$	570,329				—

The present value of the accumulated benefit for both the SERP and the Pension Plan benefits was calculated using the following weighted-average assumptions: discount rate of 3.42%; compensation increase rates of 5.00% prior to age 40, 4.00% between the ages of 40-54, and 3.50% otherwise; and an investment return of 6.75%. Benefits under both the Pension Plan and the SERP are based on annual base salary and do

 

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