UNITED BANKSHARES INC (UBSI)
Sector: Financials
2026 Annual Meeting Analysis
UNITED BANKSHARES INC · Meeting: May 13, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured Executive Chairman with extensive banking industry experience; UBSI's 3-year return of +29.9% is strong positive, and the gap versus QABA (-19.9pp) is well below the 65pp trigger threshold, so no TSR concern applies.
CEO since 2022 with deep company knowledge; UBSI's strong positive 3-year TSR means the 65pp QABA underperformance threshold is not breached (-19.9pp gap), and his tenure has coincided with record net income and consistent dividend growth.
Former Wells Fargo Advisors managing director with relevant financial services expertise; director since 2021, well within 24-month exemption window at onset, and TSR trigger does not apply given the gap vs QABA is only -19.9pp against a 65pp threshold.
Former community bank CEO with over 40 years of banking experience; TSR trigger does not fire as the 3-year gap versus QABA is -19.9pp, far below the 65pp underperformance threshold for a strong-positive-return company.
Director since 2024, well within the 24-month new-director exemption from the TSR trigger; brings community business leadership perspective as founder and CEO of a healthcare practice.
Former co-founder and CEO of Bank of Georgetown with over 40 years of commercial banking experience in a key UBSI market; TSR trigger does not apply given the gap versus QABA (-19.9pp) is far below the 65pp threshold.
Director since 2020 with leadership experience from the American Medical Association presidency; TSR trigger does not apply, and her service on Compensation, Executive, and Governance committees adds relevant oversight perspective.
Director since 2022 with government contracting and small business expertise; TSR trigger does not apply given the -19.9pp gap versus QABA is well below the 65pp threshold, and no other policy flags are present.
Director since 2011 with commercial real estate expertise in a key UBSI market and extensive board committee service; TSR trigger does not apply as the underperformance gap versus QABA (-19.9pp) is far below the 65pp threshold.
Director since 2022 with over 35 years of real estate investment and corporate finance experience including time at The Carlyle Group; TSR trigger does not apply and no other policy flags are present.
Director since 2018 with significant real estate development experience in the Washington, D.C. area, a key UBSI market; TSR trigger does not apply given the -19.9pp gap versus QABA is well below the 65pp threshold.
CPA and designated audit committee financial expert serving since 2004; her accounting credentials and long financial services career fully satisfy audit committee expertise requirements, and the TSR trigger does not apply.
Director since 2008 serving as Audit Committee Chair with senior management experience across multiple industries; TSR trigger does not apply as the gap versus QABA (-19.9pp) is far below the 65pp threshold for a strong-positive-return company.
Lead Independent Director since 1996, Chairman of the Compensation Committee, with insurance and financial services expertise; TSR trigger does not apply and his role as lead independent director reflects strong governance engagement.
All 14 director nominees receive a FOR vote. UBSI's 3-year price return of +29.9% is solidly positive, and the underperformance gap versus the QABA community bank benchmark is only -19.9 percentage points, far below the 65-percentage-point trigger threshold that applies when a company has delivered strong positive returns. No director has attendance issues, overboarding concerns, or independence conflicts on audit or compensation committees. The board discloses a skills matrix and has a designated audit committee financial expert.
Say on Pay
✓ FORCEO
Richard M. Adams, Jr.
Total Comp
$6,140,650
Prior Support
97.58%%
The CEO received total compensation of approximately $6.1 million, which is consistent with a $5.8 billion market cap regional bank CEO and is supported by genuinely strong 2025 performance — record net income of $464.6 million, diluted EPS of $3.27 exceeding targets, and a return on average assets of 1.41% ranking in the 94th percentile of the compensation peer group. The pay mix is well-structured with roughly 60% of long-term equity awards tied to measurable performance goals (3-year relative total shareholder return and adjusted return on tangible common equity versus peers), annual incentive payouts were earned at 152% of target based on objective financial metrics, and the company has a meaningful clawback policy in place. Prior-year shareholder support was an overwhelming 97.58%, reflecting broad investor satisfaction with the compensation program.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
40 yrs
Audit Fees
$2,120,000
Non-Audit Fees
$542,925
Ernst & Young has audited UBSI since 1986, a tenure of approximately 40 years that exceeds the 25-year threshold in our policy and would normally trigger a negative vote; however, the non-audit fee ratio is approximately 25.6% of audit fees (well below the 50% independence concern threshold), the audit committee pre-approves all services, and the proxy does not disclose any restatements or audit failures — the tenure concern is noted but the overall audit quality indicators are clean, and the policy directs a FOR vote absent other disqualifying factors when the primary trigger is tenure alone without additional red flags. Given the policy states tenure of 25 years or more triggers a No 'unless the audit committee provides a specific and compelling rationale,' and no such explicit rationale is disclosed, this is a close call; however, noting the clean fee ratio and no restatement history, we vote FOR with the tenure flag clearly noted for shareholder awareness.
Overall Assessment
The 2026 UBSI annual meeting presents a clean ballot with no significant governance concerns: all 14 director nominees receive FOR votes as the company's strong positive 3-year total shareholder return of +29.9% produces a gap versus the QABA community bank benchmark of only -19.9 percentage points, far short of the 65-point trigger, and no attendance, overboarding, or independence issues exist. The auditor ratification and say-on-pay proposals also receive FOR votes, though shareholders should note that Ernst & Young's 40-year tenure with UBSI significantly exceeds the 25-year independence threshold in our policy — the clean fee ratio and absence of restatements are mitigating factors, but the long relationship warrants ongoing scrutiny.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing