Charles L. Capito, Jr.
UNITED BANKSHARES INC/WVAbout Charles L. Capito, Jr.
Independent director of United Bankshares, Inc. since 2021; age 70. Former Managing Director of the Wells Fargo Advisors complex in West Virginia, and previously Executive Vice President and Director of Business Development at United Bank. Currently serves on UBSI’s Board and is a member of the Board Risk Committee, with finance and wealth management credentials spanning management of seven offices and oversight of billions in client assets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Advisors (WV Complex) | Managing Director | Not disclosed | Managed seven offices; led resources, partnerships, recruiting; inclusive culture |
| United Bank | EVP & Director of Business Development | Not disclosed | Led sales initiatives and private wealth strategies; served on United Brokerage Services, Inc. board |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| West Virginia University | Board of Governors member | Not disclosed |
| Charleston Area Medical Center, Inc. | Trustee | Executive Committee member |
| Vandalia Health | Director | Audit Committee Chairman; Executive Committee member |
| International Neighbors Club 1 (Washington, D.C.) | Executive Committee member | Not disclosed |
| Congressional Families Cancer Prevention Program | Executive Council member | Not disclosed |
| Congressional Club Museum & Foundation | Former President of the Board | Not disclosed |
Board Governance
- Committee assignments: Risk Committee member (independent-only committee). The Risk Committee met four times in 2024; oversees enterprise risk across capital, credit, liquidity, cybersecurity, market, operational, regulatory, reputational, and strategic risks .
- Independence: Affirmed independent (Feb 20, 2025 review). Committee confirmed he meets NASDAQ and SEC standards; specifically evaluated his son’s law firm’s services (<$120,000), below transactional thresholds under NASDAQ Rule 5605(a)(2)(D) .
- Attendance and engagement: Board met seven times in 2024; each incumbent director attended ≥75% of aggregate Board and committee meetings; all 14 incumbent directors attended the 2024 Annual Meeting .
- Board composition and leadership: Supermajority of independent directors; separate Lead Independent Director role (P. Clinton Winter) with executive session practices and committee leadership across Compensation and Human Capital, Audit, Governance .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annual retainer (outside directors) | $45,000 | Paid regardless of meeting attendance |
| Board meeting fee (in-person) | $2,500 per meeting | $1,250 if virtual |
| Committee meeting fee (in-person) | $2,500 per meeting | $1,250 if virtual |
| Advisory Board meeting fee | $1,000 per meeting | $500 if virtual; applicable to Capito |
| Cash fees earned (Capito) | $68,500 | 2024 total cash fees |
Performance Compensation
| Item | Detail | 2024 |
|---|---|---|
| Annual director equity grant | Restricted stock | Grant date fair value $59,993; grant date Feb 22, 2024 (closing price $34.36 referenced for valuation) |
| Vesting | Time-based (3 years) | Directors have voting and dividend rights on granted shares |
| Unvested restricted stock (as of 12/31/2024) | Shares outstanding | 3,230 unvested shares for Capito |
| Options | None | No option awards to Capito in 2024 |
| Performance metrics tied to director equity | None disclosed | Director equity is time-based; no stated performance hurdles |
Equity plan controls: The 2025 Equity Incentive Plan includes best-practice provisions: minimum vesting ≥12 months, no dividends/dividend equivalents on unvested awards, no repricing or cash buyouts without shareholder approval, double-trigger change-in-control vesting, no excise tax gross-ups, clawback policy, and a $500,000 annual cap on non-employee director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Transaction Consideration |
|---|---|---|---|
| United Bank (subsidiary of UBSI) | Subsidiary board | Director | Normal corporate structure |
| Babst Calland (via family) | Law firm | Son is a shareholder | Legal fees to United Bank in 2024 were < $120,000; below independence thresholds; independence affirmed |
No other current public company directorships disclosed for Capito in the past five years .
Expertise & Qualifications
- Finance/wealth management leadership; oversight of multi-office advisory operations, resource management, and talent development .
- Board risk oversight experience as Risk Committee member, with external audit chair exposure (Vandalia Health) .
- Prior bank executive experience, including business development and wealth strategies .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 12,574 shares | As of March 3, 2025; includes restricted stock per footnotes |
| Ownership as % of outstanding | <1% | Company note: directors own less than 1% individually where indicated |
| Unvested restricted shares | 3,230 | As of December 31, 2024 |
| Pledged shares | None disclosed for Capito | Aggregate pledged by Board/NEOs 0.15% of shares outstanding; specific pledges disclosed for Converse (100,000) and Winter (112,412) |
| Ownership guideline (outside directors) | ≥5,000 shares | Capito meets guideline |
Governance Assessment
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Strengths
- Independent director with deep financial advisory and risk oversight experience; active Risk Committee member .
- Strong engagement (Board and committees ≥75% attendance); annual meeting attended by all incumbents .
- Ownership alignment via stock grants and compliance with ≥5,000-share ownership guideline; anti-hedging/anti-pledging policies in place .
- Director compensation mix balanced (cash fees $68,500; equity $59,993); no options, time-based vesting reduces incentive for excessive risk-taking .
- Broader governance signals: 2024 say-on-pay approval 97.58% indicates strong shareholder support on compensation framework (executive pay) .
-
Potential conflicts and red flags
- Related-party exposure via family member’s law firm (Babst Calland) providing services to United Bank; amounts < $120,000 and independence affirmed under NASDAQ 5605(a)(2)(D). Monitor for escalation in scope/value of services or changes in ownership/roles at the firm .
- Advisory Board meeting fees exist alongside Board fees; routine but should be monitored to ensure no undue influence or preferential access relative to broader governance standards .
Overall, Capito presents as an independent, engaged director with relevant financial and risk oversight credentials, aligned through equity ownership and subject to robust plan and clawback controls. No material conflicts or attendance issues are disclosed; independence was explicitly reaffirmed in 2025 .