James J. Consagra, Jr.
UNITED BANKSHARES INC/WVAbout James J. Consagra, Jr.
James J. Consagra, Jr. is President of United Bankshares, Inc. (UBSI) since 2022 and Chief Executive Officer of United Bank, with 27 years at United; he is 64 years old as of the March 6, 2025 record date . UBSI’s 2024 performance delivered diluted EPS of $2.75, ROAA of 1.26% (88th percentile vs peers), net interest margin (FTE) of 3.49%, and a non-performing assets ratio of 0.25% (82nd percentile), supporting pay-for-performance frameworks tied to profitability, asset quality, and peer-relative outcomes . Over the SEC pay-versus-performance window, a $100 investment in UBSI was valued at $120.69 at end-2024 (Company TSR), while net income was $372,996 thousand and “Core” diluted EPS was $2.75 for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bankshares, Inc. | President | Since 2022 | Executive leadership of UBSI; CEO of United Bank |
| United Bankshares, Inc. | Chief Operating Officer | Prior to 2022 (last five years) | Led enterprise operations; executive oversight |
| United Bankshares, Inc. | Executive Vice-President | Prior to 2022 (last five years) | Senior executive responsibilities |
| UBSI (Aggregate) | Tenure | 27 years at United | Deep institutional knowledge and continuity |
External Roles
- No external directorships or outside public company roles for Consagra are disclosed in the proxy .
Fixed Compensation
Multi-year summary (reported compensation amounts):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $776,385 | $878,846 | $957,692 |
| Bonus ($) | — | $250,000 | — |
| All Other Compensation ($) | $37,693 | $41,686 | $29,852 |
| Total Compensation ($) | $2,331,674 | $3,544,074 | $4,035,756 |
Base salary actions:
- 2024 base salary set by Committee to $1,000,000 (effective June 1), up 11.11% from 2023’s $900,000 .
Perquisites and benefits (2024):
- “All Other Compensation” included 401(k) match of $17,250 and health insurance premiums of $12,602; no perquisites reported for Consagra in 2024 .
Performance Compensation
Annual Incentive Plan (AIP) – design and 2024 outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual/Relative Result | Payout Level |
|---|---|---|---|---|---|---|
| Earnings Per Share | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target and Max |
| Return on Average Assets (ROAA) | 40% | 25th percentile | 50th percentile | 75th percentile | 88th percentile | Maximum |
| Non-Performing Assets Ratio | 20% | 25th percentile | 50th percentile | 75th percentile | 82nd percentile | Maximum |
AIP target and payout (Consagra):
- Target bonus: 100% of base salary ($1,000,000); payout range 50%–160% of base .
- Actual 2024 payout: 145% of target = $1,448,889 .
Long-Term Incentive (LTI) – 2024 targets and awards:
| Item | Value |
|---|---|
| 2024 LTI Target (% of Base) | 180% |
| 2024 LTI Target ($) | $1,620,000 |
| Award Mix | 40% time-based RSUs; 60% performance-based RSUs; both with 1-year post-vest holding |
| Time-based RSUs ($) | $648,000 |
| Performance-based RSUs ($) | $972,000 |
| Grant pricing | $34.36 (closing price); market-condition fair value $29.17 for PBRSUs (Monte Carlo) |
Performance RSU metrics and mechanics:
| Measure | Weight | Relative Measurement | Threshold | Target | Maximum | Payout at Threshold/Target/Max |
|---|---|---|---|---|---|---|
| 3-year TSR (avg) | 50% | Peer-relative | 25th percentile | 50th percentile | 75th percentile | 50% / 100% / 150% |
| 3-year ROATCE (avg) | 50% | Peer-relative | 25th percentile | 50th percentile | 75th percentile | 50% / 100% / 150% |
2022 performance RSU payout (earned vs target, measured over 2022–2024 period):
| Grant Year | Target Shares | Earned Shares |
|---|---|---|
| 2022 PBRSUs | 12,304 | 11,923 |
Say-on-Pay:
- 2024 Annual Meeting approval of executive compensation: 97.58% votes in favor (for 2023 program) .
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Beneficial Ownership (Shares) | 218,207 |
| Percent of Class | 0.15% |
| Shares issuable (options currently exercisable + accelerated time-based RSU on certain triggers) | 93,975 |
| Unvested Time-based RSUs (Dec 31, 2024) | 18,859; Market value $708,155 |
| Unearned Performance-based RSUs (Dec 31, 2024) | 28,289; Market value $1,062,252 |
| Options – vesting status | All options vested as of Dec 31, 2024 |
Stock option exercises and stock vesting (2024):
- Option exercises: 11,100 shares; value realized $62,937 .
- Stock vested: 26,147 shares; value realized $900,892 .
Ownership policies:
- Minimum ownership requirement: NEOs (excluding CEO) must beneficially own at least 3x salary in shares and options .
- Anti-hedging and pledging policy: hedging prohibited; pledging prohibited (grandfathered pre-2015 arrangements; exceptions require approvals). As of March 3, 2025, pledged shares across board members and NEOs total 0.15% of common shares; no pledged shares disclosed for Consagra in footnotes .
Employment Terms
Change-in-control (CIC) agreements:
- Consagra’s CIC severance: cash equal to monthly base salary multiplied by months remaining to 36 months post-CIC; pro-rata prior-year AIP cash incentive; continued benefits up to 36 months; RSUs immediately vest upon CIC under 2020 LTI plan .
Estimated incremental value transfer by scenario (modeled at Dec 31, 2024):
| Scenario | Incremental Value |
|---|---|
| Retirement during FY2024 | $1,143,210 |
| CIC termination during FY2024 | $7,452,976 |
| Disability during FY2024 | $3,615,177 |
| Death during FY2024 | $4,415,173 |
Vesting/trigger framework:
- 2020 LTI plan: immediate vesting of RSUs upon change of control .
- Proposed 2025 Equity Incentive Plan: adopts “double-trigger” vesting for acceleration in connection with CIC (vesting only with qualifying termination in two years post-CIC) .
SERP and pension:
- SERP benefit: $100,000 annually for 15 years beginning at age 60; fully vested under specified conditions; non-compete restrictions waived under CIC or certain terminations; one-year non-compete applies if resigning without “Good Reason” and no CIC (subject to vesting schedule) .
- Present value (Dec 31, 2024): Pension Plan $1,421,393; SERP $1,017,158 .
- 2024 changes: Pension value increased $52,730; SERP value decreased $44,070 (decreases not included in Summary Compensation Table) .
Clawback policy:
- Adopted Nov 2023; recoupment of incentive compensation for financial restatements per NASDAQ/Section 954 of Dodd-Frank; applies to incentive comp received on or after Oct 2, 2023 .
Deferred compensation:
- 2024 non-qualified deferred plan: earnings $5,755; year-end balance $43,229; no company contributions .
Insider trading policy:
- Insider trading policies and procedures adopted; filed as Exhibit 19.1 to the 2024 Annual Report .
Investment Implications
- Pay-for-performance alignment: AIP ties payouts to EPS, ROAA, and asset quality; 2024 outcomes delivered above-target payouts (145% of target) reflecting superior peer-relative ROAA and asset quality, signaling management execution on profitability and credit discipline .
- Long-term alignment: LTI emphasizes 3-year relative TSR and ROATCE with balanced metrics and holding period, promoting durable value creation; 2022 PBRSU payouts landed between threshold and target (97% of target), tempering award sensitivity to market and capital returns .
- Retention risk vs acceleration: CIC protections are robust, and 2020 awards' single-trigger vesting could spur liquidity/selling pressure in an acquisition scenario; the proposed 2025 plan’s double-trigger reduces automatic acceleration risk for future grants, improving alignment with best practices .
- Skin-in-the-game: Consagra’s ownership of 218,207 shares (0.15%) plus vested options/RSUs supports alignment; ownership guidelines require 3x salary, but individual compliance status is not disclosed, warranting monitoring for future filings .
- Governance and shareholder feedback: Strong say-on-pay support (97.58%) and clawback adoption mitigate red flags; anti-hedging/pledging policy reduces alignment risks, with no pledged shares disclosed for Consagra .