J. Paul McNamara
UNITED BANKSHARES INC/WVAbout J. Paul McNamara
Independent director of United Bankshares, Inc. since 2003 (age 76 as of the March 6, 2025 record date). Chairman of Potomac Capital Advisors; former President & COO of Sequoia Bancshares; prior senior roles at National Bank of Washington and Manufacturers Hanover Trust. Current committee leadership and service: Chair of Governance & Nominating; member of Executive, Compensation & Human Capital, and Risk committees; determined independent by the Governance & Nominating Committee under NASDAQ and SEC standards. Beneficial ownership reported at 80,024 shares; holds 3,230 unvested restricted shares; shares with shared voting/investment powers total 74,561. Attendance: all incumbent directors attended ≥75% of board and committee meetings in 2024; all 14 directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Potomac Capital Advisors | Chairman | Current | Real estate investment; brings banking and operating insight to governance chair role. |
| Sequoia Bancshares, Inc. | President & COO | 15 years | Senior bank operations leadership; retail, commercial, systems expertise. |
| National Bank of Washington | Senior management | 12 years | Multiple senior roles; broad banking operations knowledge. |
| Manufacturers Hanover Trust Company | Management | 3 years | Credit and banking experience. |
| United Bank (subsidiary) | Former Vice Chairman; current director | Ongoing | Advisory and board service within subsidiary bank. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Potomac Capital Advisors (private) | Chairman | Current | Privately held real estate investment firm. |
No current public-company directorships disclosed beyond UBSI.
Board Governance
- Independence: Classified independent by the Governance & Nominating Committee (annual review concluded Feb 20, 2025).
- Committee assignments: Executive (member); Compensation & Human Capital (member); Risk (member); Governance & Nominating (Chair).
- Board activity and attendance: Board met 7 times in 2024; each incumbent director attended ≥75% of board and committee meetings; independent directors held 2 executive sessions; all 14 directors attended the 2024 annual meeting.
- Lead Independent Director: P. Clinton Winter; independent leadership, executive sessions coordination.
- Board refreshment and retirement guideline: Normal retirement at age 75 stated in governance policy; McNamara is age 76 but continues to serve, consistent with board’s flexibility and refreshment disclosures.
- Minimum ownership requirement for outside directors: 5,000 shares; McNamara exceeds with 80,024 shares.
Committee operations (2024):
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Executive | Member | 2 | M&A evaluation authority; charter on website. |
| Audit | Not listed | 4 | All members independent; separate from McNamara’s service. |
| Compensation & Human Capital | Member | 3 | Approves executive and director pay; uses peer data; charter on website. |
| Risk | Member | 4 | Oversight of ERM across nine risk categories; charter on website. |
| Governance & Nominating | Chair | 3 | Board effectiveness, independence determinations, nominations. |
Fixed Compensation
| Component (Director) | Amount/Structure | 2024 McNamara Amount |
|---|---|---|
| Annual cash retainer | $45,000 | Included in fees |
| Board meeting fee | $2,500 in-person; $1,250 remote | Included in fees |
| Committee meeting fee | $2,500 in-person; $1,250 remote | Included in fees |
| Governance & Nominating Chair retainer | $3,000 per quarter | Included in fees |
| Advisory Board meeting fee (United Bank) | $1,000 in-person; $500 remote | Included in fees |
| Fees Earned or Paid in Cash (2024) | – | $98,000 |
| Other cash | – | None disclosed for McNamara |
Performance Compensation
- Equity structure (directors): Annual restricted stock grant with $60,000 grant-date fair value; 3-year time-based vesting; directors vote and receive dividends on granted shares. McNamara’s 2024 stock award reported at $59,993.
- Performance linkage: Director equity grants are time-based; no performance metrics or options for directors disclosed.
Performance metrics table (directors):
| Metric | Disclosed? | Notes |
|---|---|---|
| Performance-based RSUs | No | Director awards are time-based restricted stock. |
| Cash bonus linked to KPIs | No | Director compensation is fee-based plus RS awards. |
Other Directorships & Interlocks
| Entity | Relationship | Terms/Amounts | Independence Consideration |
|---|---|---|---|
| Potomac Capital Advisors | Chairman (private) | Not a related party transaction with UBSI disclosed | No material relationship noted in independence review. |
No UBSI-related party transactions disclosed involving McNamara; independence affirmed after reviewing questionnaire responses and management’s transaction data.
Expertise & Qualifications
- Over 50 years in banking: senior management across retail, commercial, operations, and systems; provides deep industry oversight on risk and compensation.
- Governance leadership: Chair of Governance & Nominating; contributes to board effectiveness, independence determinations, and board composition.
- Transaction experience: Executive Committee member with authority to evaluate M&A.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 80,024 | As of March 3, 2025; less than 1% of shares outstanding. |
| Unvested restricted shares | 3,230 | As of Dec 31, 2024. |
| Shared voting/investment power | 74,561 | Shares may be held via relatives, trusts, affiliates. |
| Shares pledged | None disclosed | Pledging prohibited; aggregate pledges across board/NEOs = 0.15% of shares; individual pledges listed for other directors, not McNamara. |
| Ownership guidelines compliance | Yes (≥5,000 required) | Exceeds director guideline. |
| Shares outstanding (for % calc) | 143,466,834 | Record date March 6, 2025. Approximate ownership ≈0.056%. |
Fixed vs. Equity Mix (Director 2024)
| Component | Amount ($) |
|---|---|
| Cash fees | $98,000 |
| Stock awards (grant-date fair value) | $59,993 |
| Total | $157,993 |
Related Party, Hedging/Pledging Policies and Clawbacks
- Related party transactions: Board-level policy requires Audit Committee pre-approval and monitoring; 2024 related party transactions disclosed for other directors (e.g., AFM security services; office leases), none for McNamara.
- Anti-hedging/pledging: Outside directors prohibited from hedging/pledging; grandfathered prior pledges; as of March 3, 2025 aggregate pledged shares by board/NEOs were 0.15% of outstanding; not attributed to McNamara.
- Clawback: Executives subject to Dodd-Frank compliant clawback adopted Nov 2023; the new 2025 Equity Plan embeds clawback applicability for awards and uses double-trigger vesting on change-in-control.
Signals & Shareholder Feedback
- Say-on-pay: 97.58% approval at 2024 annual meeting for 2023 NEO compensation, indicating broad investor support for pay programs overseen by the Compensation & Human Capital Committee (where McNamara serves).
- Equity plan governance: 2025 equity plan includes best practices (no repricing, no discounted options, minimum vesting, director comp cap $500k, no excise tax gross-ups, double-trigger CIC).
Governance Assessment
- Strengths: Long-tenured independent director with deep banking operating experience; chairs Governance & Nominating; serves on risk and compensation committees; meets attendance expectations; exceeds stock ownership guideline; no related-party transactions or pledging flag disclosed. These factors support board effectiveness and alignment.
- Compensation structure: Director pay is moderate and standard for a regional bank (cash fees plus time-based RS grants); clear committee chair retainer and meeting fee structure; equity grants vest over three years, encouraging multi-year alignment.
- Potential watch items: Long tenure beyond typical retirement guideline requires continued evaluation of refreshment/skills mix; defined benefit/SERP payments assumed from Sequoia add legacy benefits but no conflicts disclosed.
Notes on Insider Trades
- Section 16(a) compliance: Company reports no filing delinquencies in 2024; specific Form 4 transactions for McNamara are not detailed in the proxy.