Henry M. Kayes, Jr.
UNITED BANKSHARES INC/WVAbout Henry M. Kayes, Jr.
Executive Vice President of United Bankshares, Inc. and Chief Banking Officer of United since December 2024; previously Chief Operating Officer of United Bank and Regional President at United Bank. Age 57 as of March 6, 2025; EVP since 2023 . UBSI’s recent performance backdrop includes FY2024 diluted EPS of $2.75, ROAA 1.26% (88th percentile vs proxy peers), NIM (FTE) 3.49%, efficiency ratio 52.67%, and NPAs/Assets 0.25% . UBSI’s 2021–2023 LTI performance measuring 3-year TSR ranked 65th percentile and ROATCE 34th percentile (payout 130% and 69% of target respectively) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United Bankshares, Inc. | Executive Vice President | Aug 28, 2023–present | Senior corporate leadership across banking operations |
| United Bank (subsidiary) | Chief Banking Officer | Since Dec 2024 | Oversight of enterprise banking functions |
| United Bank (subsidiary) | Chief Operating Officer | Prior role before Dec 2024 | Led bank-wide operations and execution |
| United Bank (subsidiary) | Regional President | Prior role | Regional P&L and growth leadership |
External Roles
No external directorships or outside roles disclosed for Kayes in recent proxy materials .
Fixed Compensation
Not disclosed for Kayes. UBSI’s Summary Compensation Tables list NEOs (Executive Chairman, CEO, President, CFO, Chief Risk & Information Officer), and Kayes is not among NEOs; therefore no individual pay breakouts are provided .
Performance Compensation
UBSI’s Annual Incentive Plan (AIP) design and targets (applied to NEOs; Kayes-specific targets not disclosed) emphasize EPS, ROAA, and asset quality. In 2024 the Committee set weights and absolute/relative thresholds as below . UBSI also uses RSUs for long-term incentives (time-based and performance-based) with three-year TSR and ROATCE relative metrics; options are no longer issued .
| Metric (2024 AIP) | Weight | Threshold | Target | Maximum | Actual Result | Level of Achievement |
|---|---|---|---|---|---|---|
| Earnings Per Share | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target and Max |
| Return on Average Assets (Peer-relative) | 40% | 25th pct | 50th pct | 75th pct | 88th pct | Maximum |
| Non-Performing Assets Ratio (Peer-relative) | 20% | 25th pct | 50th pct | 75th pct | 82nd pct | Maximum |
| Long-Term Incentive Design | Measurement | Threshold | Target | Maximum |
|---|---|---|---|---|
| TSR (3-year average) | Relative vs peers | 25th pct | 50th pct | 75th pct |
| ROATCE (3-year average) | Relative vs peers | 25th pct | 50th pct | 75th pct |
Notes:
- AIP and LTI details are disclosed for NEOs; Kayes-specific award values/targets/vesting are not disclosed .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO ≥6x base salary; other executive officers ≥3x base salary; outside directors ≥5,000 shares (includes options) .
- Anti-hedging/pledging: Directors and executive officers prohibited from hedging or pledging company stock (grandfathered legacy pledges; aggregate pledges were 0.15% of common shares outstanding as of Mar 3, 2025) . No Kayes-specific pledging reported .
- UBSI shifted LTIs to RSUs (time/performance-based); options discontinued—reduces risk of underwater option repricing and aligns with shareholder preferences .
| Ownership Policy | Requirement |
|---|---|
| CEO ownership | ≥6x base salary |
| Executive officers (ex-CEO) | ≥3x base salary |
| Outside directors | ≥5,000 shares (incl. options) |
| Hedging/pledging | Prohibited (with limited grandfathering) |
Employment Terms
- Employment agreements: Only Executive Chairman holds an employment agreement (extended through Mar 31, 2027); not disclosed for Kayes .
- Change-of-control agreements: Disclosed for Executive Chairman, CEO, and President; no change-of-control agreement disclosed for Kayes .
- Clawback: NASDAQ-compliant clawback policy approved Nov 2023, covering incentive-based comp received on/after Oct 2, 2023 .
Performance & Track Record Context
| Company Performance | FY 2023 | FY 2024 |
|---|---|---|
| Diluted EPS ($) | $2.71 | $2.75 |
| ROAA (percentile vs peers) | 94th | 88th |
| Net Interest Margin (FTE) | 3.56% | 3.49% |
| Efficiency Ratio (%) | — | 52.67% |
| NPAs / Total Assets (%) | 0.16% | 0.25% |
| Dividend per share | $1.45 (50th consecutive increase) | $1.48 (51st consecutive increase) |
Additional 2025 updates: Record Q3 2025 earnings ($130.7M; $0.92 diluted EPS), ROAA 1.57%, efficiency ratio 45.39%, continued asset quality strength (NPAs/Assets 0.37%) following the Jan 10, 2025 Piedmont acquisition integration .
Governance, Risk Indicators, and Related Matters
- Section 16 compliance: UBSI reported no late filings for 2024 .
- Related party policies: Board-approved procedures; transactions reviewed by Audit Committee; 2024 related-party transactions disclosed and below material thresholds; not specific to Kayes .
- Board/committee independence and oversight, including Compensation and Human Capital Committee practices, documented; relevant to pay governance quality .
Expert Qualifications and Education
Education for Kayes is not disclosed in recent proxies; executive officer biographies highlight roles and experience but do not include degrees for Kayes .
Compensation Structure Analysis
- Increased emphasis on incentive pay in recent years; AIP aligns to EPS, ROAA, and asset quality with peer-relative components .
- LTI mix moved from options to RSUs; performance-based RSUs keyed to TSR and ROATCE over three years—alignment with multi-year shareholder outcomes .
- Strong say-on-pay support: 97.58% (2024 meeting) approval for NEO pay, indicating shareholder endorsement of design .
Data Gaps and Monitoring Items
- No Kayes-specific data on base salary, bonus, grant values, vesting schedules, or ownership amounts disclosed (he is not an NEO in 2024/2025 proxies) .
- Insider trading activity (Form 4) for Kayes not covered by proxy; monitor Section 16 filings for selling pressure and vesting-related sales.
Investment Implications
- Alignment: UBSI’s executive ownership guidelines and prohibition on hedging/pledging indicate robust alignment; RSU-based LTIs tied to TSR/ROATCE support multi-year, risk-adjusted performance focus .
- Retention risk: Absence of individual employment or change-of-control contracts for Kayes suggests standard employment terms; retention levers likely via RSU vesting schedules and leadership scope (Chief Banking Officer) rather than contractual protections .
- Trading signals: Without Form 4 data, specific insider selling pressure for Kayes cannot be assessed; monitor upcoming vesting dates under the 2025 Equity Incentive Plan and standard RSU schedules, and watch for blackout-period trades and 10b5-1 plans .
- Performance linkage: Company-level AIP targets and consistent execution across EPS, ROAA, and asset quality underpin incentive payouts; continued post-Piedmont integration performance (Q3 2025 records) supports positive pay-for-performance narrative that likely encompasses senior banking leadership roles like Kayes .