Charles J. Mildren
UNITED BANKSHARES INC/WVAbout Charles J. Mildren
Charles J. Mildren is Executive Vice President at United Bankshares, Inc. and, since December 2024, serves as Chief Consumer Lending Officer; he is also President of United Title Company. He is 53 years old as of the March 6, 2025 record date and has been an EVP since 2022, previously serving as Chief Consumer Banking Officer. His role spans consumer lending strategy and associated business lines. Company performance during his tenure has remained strong, with 2024 diluted EPS of $2.75, ROAA in the 88th percentile vs. peers, and an efficiency ratio of 52.67%, underpinning incentive plan outcomes and long‑term equity vesting structures company‑wide.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bankshares, Inc. (United) | Executive Vice President | 2022–present | Senior executive leadership for retail/consumer businesses aligned to growth and asset quality priorities |
| United (Corporate) | Chief Consumer Lending Officer | Dec 2024–present | Leads consumer lending; aligns credit growth and risk across retail products |
| United (Corporate) | Chief Consumer Banking Officer | 2022–Dec 2024 | Led consumer banking; drove sales and service execution in retail channels |
| United Title Company (subsidiary) | President | 2022–present | Oversees title operations supporting mortgage origination and customer experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships/roles disclosed in company filings for Mildren |
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | Not individually disclosed in proxies (Mildren is not a Named Executive Officer) |
| Perquisites/benefits | Not individually disclosed (perquisites summarized only for NEOs) |
United’s Compensation and Human Capital Committee targets market‑competitive base salaries and has been shifting mix toward incentive compensation for executives; specifics for non‑NEOs (like Mildren) are not itemized in the proxy.
Performance Compensation
United’s executives participate in performance‑oriented plans set at the corporate level; individual target levels for Mildren are not disclosed (non‑NEO). Below are plan designs and 2024 corporate outcomes used to determine payouts for NEOs (illustrating how results drive pay across the officer group).
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Annual Incentive Plan (AIP) – 2024 design and result: | Metric | Weight | Threshold | Target | Maximum | 2024 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) – structure used in 2021–2024 grants: | LTIP Metric | Weight | Measurement Window | Threshold | Target | Maximum | Payout Curve | |---|---:|---|---:|---:|---:|---:| | TSR (relative) | 50% | 3‑yr | 25th pct | 50th pct | 75th pct | 50%–150% of target | | ROATCE (relative) | 50% | 3‑yr | 25th pct | 50th pct | 75th pct | 50%–150% of target |
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Vesting schedules and award mechanics:
- Time‑vested RSUs vest ratably over 3 years; performance‑vested RSUs cliff‑vest after 3‑year assessment vs. ROATCE and TSR peers (no payout below threshold).
- Under the 2025 Equity Incentive Plan, dividends on restricted stock are retained by the company and paid on vesting; RSUs accrue dividends but pay only on vesting.
- Form award agreements provide for continued/accelerated vesting treatment on specific terminations and double‑trigger vesting upon qualifying termination within two years post‑CIC (see Employment Terms).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines | CEO: 6x salary; other executive officers: 3x salary (applies to Mildren) |
| Hedging/pledging | Prohibited for directors and executive officers; exceptions grandfathered pre‑2015; aggregate pledged shares ~0.15% of outstanding as of Mar 3, 2025 (not attributed to Mildren) |
| Beneficial ownership (Mildren) | Not individually disclosed in proxies (only NEOs and directors reported) |
| Vested vs. unvested detail | Not disclosed by individual (company‑level counts provided in 10‑Q) |
Employment Terms
| Topic | Key Provisions |
|---|---|
| Employment agreement | None disclosed for Mildren (only Executive Chairman has an employment agreement) |
| Change‑in‑control (CIC) cash severance | New CIC agreements (July 31, 2025) disclosed for CEO, President, CFO, CRO only: 3x salary+target bonus (CEO/President) or 2x (CFO/CRO) on qualifying termination within 2 years post‑CIC; COBRA subsidy 36/24 months respectively. No CIC agreement disclosed for Mildren. |
| Equity treatment on termination/CIC | Under 2025 EIP award forms: on death/disability/without cause/for good reason/retirement (with notice), unvested restricted shares, stock options, and PSUs generally continue or fully vest per form; on qualifying CIC termination within 2 years, all unvested awards vest (PSUs at target or actual as determined at CIC). Release required. |
| Clawback | Company‑wide recoupment policy compliant with Dodd‑Frank/NASDAQ for incentive compensation granted on/after Oct 2, 2023. |
Performance & Track Record (Company context during Mildren’s tenure)
| Indicator (2024) | United Result | Peer/Benchmark Context |
|---|---|---|
| Diluted EPS | $2.75 | Exceeded budget and consensus |
| ROAA | 1.26% | 88th percentile vs proxy peers |
| Net interest margin (FTE) | 3.49% | Above peer avg 3.29% |
| Efficiency ratio | 52.67% | Demonstrates disciplined expense control |
| Dividend growth | 51st consecutive year; raised to $1.48/share | Dividend Aristocrat indices member |
| Strategic M&A | Announced 34th acquisition (Piedmont), closed Jan 10, 2025 | Expanded Atlanta footprint |
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation philosophy emphasizes increased use of incentive pay and alignment to performance; Aon served as independent consultant in 2024; shareholders approved the 2025 Equity Incentive Plan on May 14, 2025.
- Proxy peer group (2024/2025 examples) includes ASB, AUB, OZK, BKU, CADE, COLB, CFR, FNB, FULT, HWC, ONB, PNFP, SFNC, SSB, UMBF, UCB, WTFC (used for pay benchmarking and relative performance).
- Say‑on‑Pay support: | Year of Meeting | Say‑on‑Pay Approval | |---|---:| | 2024 | 97.58% (for 2023 compensation) | | 2023 | 98.16% (for 2022 compensation) | | 2022 | 97.89% (for 2021 compensation) |
Risk Indicators & Red Flags
- Anti‑hedging/pledging policy in force; pledging de minimis at 0.15% of outstanding as of Mar 3, 2025 (grandfathered cases noted for certain directors; none identified for Mildren).
- No individual‑level related‑party transactions disclosed for Mildren; related‑party process governed by Audit Committee policy.
- Clawback policy adopted/updated to comply with NASDAQ; annual risk assessment of incentives by the Compensation and Human Capital Committee.
Data Gaps and Monitoring
- Individual compensation levels, equity holdings, and Form 4 trading patterns for Mildren are not disclosed in proxies (as he is not an NEO). Further analysis requires reviewing his Section 16 filings to evaluate vesting‑driven selling, net share settlements, and ownership changes.
Investment Implications
- Alignment: Strong structure—AIP tied to EPS, ROAA, and NPAs with demonstrated outperformance in 2024—and LTI using 3‑year ROATCE and TSR relative to peers should align Mildren’s incentives with shareholder value, even though his individual targets are undisclosed (non‑NEO).
- Retention vs. selling pressure: 3‑year vesting schedules and double‑trigger CIC protection on equity reduce forced selling risk, but absence of public Form 4 analysis for Mildren keeps insider‑selling pressure unquantified—monitor filings around annual vest dates.
- Governance quality: High Say‑on‑Pay support (>97% for three consecutive years), anti‑hedging/pledging, and a compliant clawback reduce governance and incentive risk; stock ownership guidelines (3x salary for executive officers) further support alignment.