Mark R. Nesselroad
UNITED BANKSHARES INC/WVAbout Mark R. Nesselroad
Independent director of United Bankshares, Inc. since 2011; age 69. CEO of Glenmark Holding LLC (real estate development). Chairs the Board Risk Committee and serves on the Executive, Audit, Compensation & Human Capital, and Governance & Nominating Committees. Determined independent by the Governance & Nominating Committee under NASDAQ/SEC standards. Directors met seven times in 2024; all incumbents attended at least 75% of Board and committee meetings; all 14 incumbent directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centra Financial Holdings, Inc. | Director | 2003–July 2011 | Audit, Executive, Compensation, Finance committees |
| West Virginia Housing Development Fund | Director | Not disclosed | Governance experience |
| West Virginia United Health System | Director | Not disclosed | Oversight experience |
| EdVenture Group | Director | Not disclosed | Community/education engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Glenmark Holding LLC | Chief Executive Officer | Current | Real estate developer in one of UBSI’s key markets |
| Mylan Park Foundation, Inc. | Director | Current | Community/non-profit board |
| Morgantown Community Resource Inc. | Director | Current | Community/non-profit board |
Board Governance
- Committee assignments: Chair, Risk Committee; Member, Executive; Audit; Compensation & Human Capital; Governance & Nominating.
- Independence: Affirmatively determined independent by the Governance & Nominating Committee (February 20, 2025). All members of Audit, Compensation & Human Capital, Risk, and Governance & Nominating are independent.
- Attendance: Board met 7 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; all 14 incumbents attended the 2024 annual meeting.
- Risk oversight: As Risk Committee Chair, oversees enterprise risk management across capital, credit, liquidity, information security, market, operational, regulatory, reputational, and strategic risks, including CRO reporting and risk appetite approval.
- Lead independent director: P. Clinton Winter (context for board leadership and independent session process).
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash | $112,500 |
| Equity (restricted stock; grant date fair value) | $59,993 |
| Total 2024 director compensation | $172,493 |
Supporting fee structure:
- Annual cash retainer for directors (excludes executives): $45,000; Board/committee meeting fees $2,500 in-person / $1,250 virtual.
- Chair retainers: Risk Committee Chair $5,000 per quarter (in addition to meeting fees).
- Annual director equity: $60,000 in restricted stock (time-based vesting over 3 years).
Performance Compensation (Director)
- Structure: Directors receive time-based restricted stock (no performance metrics); three-year vesting; voting rights and dividends allowed on granted shares. As of 12/31/2024, Nesselroad held 3,230 unvested restricted shares.
- No option awards; company currently does not grant option-like instruments to directors.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy for Nesselroad |
| Private/non-profit boards | Mylan Park Foundation, Morgantown Community Resource Inc. |
| Interlocks/conflicts noted by company | None disclosed for Nesselroad; all independence tests passed. |
Expertise & Qualifications
- Real estate development leadership in a key UBSI market; extensive prior committee service (audit, compensation, finance) at a bank holding company; broad board experience across public-interest organizations. Currently chairs UBSI’s Risk Committee and sits on Audit and Compensation, indicating risk, finance, and governance depth.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 69,827 shares (individually/indirectly, including where he has voting or investment power) |
| Unvested restricted shares (12/31/2024) | 3,230 shares |
| Ownership as % of shares outstanding | ~0.05% = 69,827 / 143,466,834* |
| Shares pledged as collateral | None disclosed for Nesselroad (pledging directors identified were Converse and Winter) |
| Hedging/pledging policy | Directors prohibited from hedging and pledging (legacy pledges grandfathered; aggregate pledged shares by all insiders 0.15% of outstanding as of 3/3/2025) |
| Director ownership guideline | Outside directors must own at least 5,000 shares; Nesselroad exceeds guideline |
*Calculation uses reported holdings and shares outstanding; both figures from the proxy.
Governance Assessment
-
Positives
- Independent director with multi-committee engagement and Risk Committee chair role—direct line of oversight over enterprise risk and CRO reporting.
- Strong ownership alignment: 69,827 shares; exceeds 5,000-share director guideline; no pledging disclosed. Anti-hedging/pledging policy in place.
- Transparent director pay structure with moderate equity mix (cash $112.5k; equity ~$60k) and no performance-contingent director equity that could compromise independence.
- Board-level governance practices include a lead independent director and executive sessions; all key committees fully independent; attendance ≥75%.
-
Watch items
- Real estate executive in UBSI’s footprint—appearance risk if lending or business relationships arise; however, the proxy discloses no related-party transactions for Nesselroad and confirms independence under NASDAQ/SEC standards.
- Broad committee load (five committees including chairmanship) increases influence and workload—beneficial for oversight but warrants ongoing evaluation of time commitment and effectiveness.
-
Shareholder sentiment context
- Say-on-pay (executive) approval was 97.58% in 2024, indicating broad investor support for UBSI’s compensation governance framework (contextual signal for overall governance environment).
Notes on Related-Party Transactions and Compliance
- The company’s Related Party Transactions policy requires Audit Committee approval; 2024 transactions disclosed did not include Nesselroad. Independence review listed specific relationships for other directors; none for Nesselroad. Section 16(a) compliance: no delinquencies in 2024.