Not independent
Tenure on this board
42.4 yrs
15 nominees · 3 ballot items.
Elect fourteen directors; ratify Ernst & Young LLP as the independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the compensation of United’s named executive officers.
Elect fourteen (14) persons to serve as directors of United Bankshares, Inc. for one-year terms expiring at the 2027 annual meeting; the Board has nominated fourteen director nominees.
Ratify the selection of Ernst & Young LLP as United’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to United’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and accompanying tables and narrative.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to United’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its compensation philosophy and practices, which emphasize competitiveness, pay-for-performance alignment, and retention through a mix of base salary, annual cash incentives tied to earnings, ROA and asset-quality metrics, and long-term equity awards (a blend of time-based RSUs and performance-based RSUs tied to relative TSR and Adjusted ROATCE). The Compensation and Human Capital Committee used an external consultant and a defined proxy peer group to benchmark pay and established AIP and multi-year performance metrics; it also performed compensation risk assessments and concluded the programs do not promote excessive risk-taking. The Board highlights the Company’s strong 2025 financial results (record net income of $464.6 million, diluted EPS $3.27, ROAA 1.41% ranking in the 94th percentile of peers) and shareholder returns and uses those outcomes to justify incentive payouts and LTI targets. Because the vote is advisory, a FOR outcome will signal shareholder support for current pay practices, while a negative vote would prompt the Board and Committee to engage with shareholders and consider changes; the Company historically received strong shareholder support on say-on-pay (97.58% in 2025). Governance context includes Committee oversight, clawback policy, minimum stock ownership requirements, and disclosure of SERPs and change-in-control arrangements. The Board recommends FOR on the basis that the compensation program aligns management incentives with multi-year shareholder value creation, supports retention of key executives, and incorporates risk-mitigation features and oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.0% | 13,729,839 | $569M |
| 2 | STATE STREET CORP | 5.8% | 7,974,217 | $333M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.3% | 7,360,834 | $305M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 7,277,538 | $301M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 6,344,890 | $263M |
| 6 | BlackRock, Inc. | 3.3% | 4,561,521 | $189M |
| 7 | EARNEST PARTNERS LLC | 3.0% | 4,134,503 | $171M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 3,292,497 | $136M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.3% | 3,119,919 | $129M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 1.7% | 2,362,076 | $98M |
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