Anna J. Schultheis
UNITED BANKSHARES INC/WVAbout Anna J. Schultheis
Anna J. Schultheis is Executive Vice-President of United Bankshares, Inc. (United) and Corporate Secretary & Secretary to the Board, a role she has held since 2010; she was elevated to EVP in 2022. Age 65 as of March 6, 2025, her remit spans board governance and corporate administration within a bank that delivered 2024 EPS of $2.75, ROAA of 1.26% (88th percentile vs peers), NIM (FTE) of 3.49%, efficiency ratio of 52.67%, and 51 consecutive years of dividend increases, with Piedmont Bancorp acquired and closed in January 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bankshares, Inc. | Corporate Secretary & Secretary to the Board | 2010–present | Board process integrity, governance documentation and compliance |
| United Bankshares, Inc. | Executive Vice-President | 2022–present | Senior leadership role supporting enterprise governance and administration |
External Roles
No external directorships or roles disclosed for Schultheis in United’s proxy or SEC filings reviewed.
Fixed Compensation
Not disclosed for Schultheis (United’s detailed cash compensation disclosures in the proxy cover named executive officers: Executive Chairman, CEO, President, CFO, and Chief Risk & Information Officer). The Committee determines NEO pay and approves equity awards for other officers.
Performance Compensation
United’s executive incentive design (as applied to named executive officers) centers on near-term AIP metrics and long-term RSUs; Schultheis’s specific participation and targets are not disclosed.
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Annual Incentive Plan (AIP) metrics and 2024 outcomes (company-level) and weightings : | Metric | Weight | Threshold | Target | Maximum | Actual/Relative | Achievement | |---|---:|---|---|---|---|---| | Earnings Per Share | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target & Max | | Return on Average Assets (peer-relative) | 40% | 25th pct | 50th pct | 75th pct | 88th pct | Maximum | | Non-Performing Assets Ratio (peer-relative) | 20% | 25th pct | 50th pct | 75th pct | 82nd pct | Maximum |
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Long-term incentive RSUs (NEO design): time-based RSUs vest in equal tranches over 3 years (2022 grants vesting through Feb 22, 2025; 2023 through Feb 23, 2026; 2024 through Feb 22, 2027), and performance-based RSUs vest on 3-year relative ROATCE and TSR vs peers; 2022 PSU cycle paid at 97% of target (TSR 69th pct; ROATCE 28th pct). Schultheis’s personal awards are not disclosed.
Equity Ownership & Alignment
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Beneficial ownership progression (end of fiscal year per Form 5s): | Category | FY 2022 | FY 2023 | FY 2024 | |---|---:|---:|---:| | Direct shares | 5,725.1862 | 6,943.8098 | 8,870.7056 | | 401(k) shares (indirect) | 8,475.6138 | 9,835.3917 | 11,338.6255 | | Indirect by spouse | 1,091.951 | 1,141.951 | 1,201.951 | | Total beneficial shares | 15,292.751 | 17,921.153 | 21,411.282 | | Ownership % of shares outstanding | 0.0107% | 0.0125% | 0.0149% |
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Options outstanding and expirations (as last reported): | Grant Year | Strike | Expiration | Shares Outstanding | |---|---:|---|---:| | 2020 | $32.51 | 02/24/2030 | 793 | | 2019 | $38.49 | 02/25/2029 | 1,750 | | 2018 | $37.60 | 02/26/2028 | 1,750 | | 2017 | $45.30 | 02/27/2027 | 1,750 | | 2016 | $35.04 | 03/01/2026 | 1,375 | | 2015 | $36.92 | 02/23/2025 | 1,250 (expired by 2025) | | 2014 | $28.89 | 02/24/2024 | 1,250 (expired by 2024) | | 2013 | $26.19 | 02/19/2023 | 1,250 (expired by 2023) |
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Insider selling pressure and activity:
- No Form 4 sales identified in reviewed period; position growth reflects dividend reinvestment and 401k accumulation per explanations in Form 5 filings.
- Upcoming option expirations could influence exercise/tax-related trades: 2016 option (2026), 2017 (2027), 2018 (2028), 2019 (2029), 2020 (2030).
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Hedging/pledging and ownership guidelines:
- Anti-hedging policy prohibits directors and executive officers from hedging United stock; pledging is also prohibited (grandfathered prior pledges), with aggregate pledges by board members and NEOs equal to 0.15% of shares outstanding as of March 3, 2025; no pledges disclosed for Schultheis.
- Minimum stock ownership requirements: CEO 6x salary; named executive officers 3x salary; outside directors 5,000 shares. Schultheis’s specific guideline status is not disclosed (policy enumerates CEO and NEO thresholds).
Employment Terms
- Role and tenure: Corporate Secretary & Secretary to the Board since 2010; EVP since 2022.
- Employment contracts/severance: No individual employment agreement or change-of-control agreement disclosed for Schultheis; United’s change-of-control agreements are in place for select NEOs (Executive Chairman, CEO, President) with severance equal to base salary through 36 months post-CIC, pro-rata AIP, and benefit continuation period (up to 36 months), under 409A CIC definitions (ownership/effective control/asset sale).
- Clawback policy: Adopted November 2023; applies to NEOs and certain covered executive officers for restatement-related excess incentive recovery per NASDAQ/Dodd-Frank Section 954; prior clawback provisions apply to pre-Oct 2, 2023 incentive-based compensation under 2020 LTI Plan.
- Non-compete, non-solicit, garden leave: Not disclosed for Schultheis.
- Post-termination arrangements: Not disclosed for Schultheis.
Performance & Track Record (Company Context)
| Metric (FY 2024) | Result | Peer/Benchmark |
|---|---|---|
| Diluted EPS | $2.75 | Above budget and consensus |
| ROAA | 1.26% | Avg 1.01%, median 1.02%; 88th percentile |
| NIM (FTE) | 3.49% | Peer avg 3.29% |
| Efficiency Ratio | 52.67% | Emphasized strong expense control |
| Capital ratios | CET1 14.1%, Tier 1 14.1%, RBC 16.5%, Leverage 11.9% | Well-capitalized |
| Asset quality | NPAs/Assets 0.25% | 82nd percentile |
| M&A | Piedmont Bancorp closed Jan 10, 2025 (assets ~$2.4B) | Expanded Atlanta footprint |
These outcomes frame the operating environment during Schultheis’s EVP tenure overseeing board governance functions.
Board Governance
Schultheis is not a director; she serves as Corporate Secretary supporting board operations. The Compensation & Human Capital Committee is independent and uses Aon as advisor; AIP metrics (EPS, ROAA, NPAs) and LTI (ROATCE/TSR vs peers) drive NEO incentives.
Compensation Structure Analysis
- Mix and design: United’s policy shifts NEO mix toward incentive compensation, aligning pay to performance, with discretion reserved but not used for 2024 AIP payouts. Applicability to Schultheis is not disclosed.
- Peer benchmarking: Proxy peer group of 17 banks (market cap ~$2.4–$7.0B) guides NEO compensation levels and structure.
- Red flags: No option repricing or discretion in 2024 AIP; clawback in place; hedging/pledging prohibited.
Related Party Transactions
No related party transactions disclosed involving Schultheis. Company-level related-person procedures and specific third-party relationships were reviewed and approved, none material to independence; examples include Action Facilities Management and real estate leases.
Risk Indicators & Red Flags
- Section 16 compliance: No delinquent filings in 2024.
- Pledging/hedging: Prohibited; low aggregate pledging among board and NEOs; none disclosed for Schultheis.
- Legal proceedings or investigations: None disclosed relating to Schultheis.
- Say-on-pay: 97.58% approval in 2024 for NEO pay; strong shareholder support.
Equity Ownership Detail (Form 3 snapshot at appointment)
| Category | Amount |
|---|---|
| Direct common | 5,383.9037 |
| 401(k) | 7,933.6401 |
| Indirect by spouse | 1,062.325 |
| Options (by grant) | 2013: 1,250 @ $26.19; 2014: 1,250 @ $28.89; 2015: 1,250 @ $36.92; 2016: 1,375 @ $35.04; 2017: 1,750 @ $45.30; 2018: 1,750 @ $37.60; 2019: 1,750 @ $38.49; 2020: 793 @ $32.51 |
Employment Terms Summary Table
| Term | Schultheis Status | Company Policy/Context |
|---|---|---|
| Employment agreement | Not disclosed | Executive Chairman has one; others not specified |
| Change-of-control agreement | Not disclosed | In place for Executive Chairman, CEO, President (36 months base, pro-rata AIP, benefits continuation) |
| Clawback | Applies to covered executives | NASDAQ-compliant, restatement triggers |
| Anti-hedging/pledging | Prohibited | Board/NEOs; grandfathered legacy pledges |
| Stock ownership guidelines | Not disclosed for EVP | CEO 6x salary; NEOs 3x salary; outside directors 5,000 shares |
Investment Implications
- Alignment: Schultheis has steadily increased beneficial ownership via DRIP and 401(k), with modest direct holdings and a ladder of legacy options expiring through 2030—suggesting low near-term selling pressure absent expiration-driven exercises. Ownership equals ~0.015% of shares outstanding (21,411 shares vs 143.47M), aligning interests without concentration risk.
- Retention risk: No disclosed employment or CIC agreement; however, governance-critical tenure (Corporate Secretary since 2010; EVP since 2022) and enterprise stability mitigate perceived retention risk.
- Pay-for-performance: While her specific incentive targets aren’t disclosed, United’s executive program is highly performance-oriented (EPS/ROAA/NPAs for AIP; ROATCE/TSR for LTI) with strong 2024 results—constructive for overall leadership incentives.
- Trading signals: Watch 2016–2019 option expiries (2026–2029) for potential exercises; absence of Form 4 sales suggests limited discretionary selling historically.
- Governance quality: Robust anti-hedging/pledging, clawback, and high say-on-pay support reduce governance red flags; no related party ties or legal issues associated with Schultheis are disclosed.