Mary K. Weddle
UNITED BANKSHARES INC/WVAbout Mary K. Weddle
Mary K. Weddle (age 74) is an independent director of United Bankshares, Inc. (UBSI) and has served on the board since 2004. She is a Certified Public Accountant (CPA) and former Executive Vice President and head of Operations at The Long & Foster Companies, bringing deep finance, operations, and real estate experience. She is designated by the board as an Audit Committee financial expert under SEC rules, reflecting strong technical credentials for audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Long & Foster Companies | Executive Vice President; Head of Operations | Held for “almost 15 years” | Led legal, marketing, IT, HR, and accounting; strategic planning and design/implementation of systems and processes for thousands of users |
| Real estate and related financial services (career) | Management and leadership roles | Over 20 years | Broad experience spanning customer service, consumer behavior, and finance; CPA-qualified financial analysis |
External Roles
| Organization | Role | Type | Tenure | Notes |
|---|---|---|---|---|
| United Bank (subsidiary of UBSI) | Director | Bank subsidiary | Not specified | Service on subsidiary board supports information flow and alignment with bank operations |
Board Governance
- Independence: The Governance and Nominating Committee determined Mary K. Weddle is independent under NASDAQ and SEC rules; all members of the Audit, Compensation & Human Capital, Risk, and Governance & Nominating committees are independent .
- Committees: Audit Committee (member; financial expert) and Risk Committee (member). Audit met 4 times in 2024; Risk met 4 times in 2024 .
- Attendance: In 2024, the board met 7 times; each incumbent director attended at least 75% of aggregate board and committee meetings and all 14 incumbent directors attended the 2024 Annual Meeting; independent directors held two executive sessions .
- Board structure: Lead Independent Director (P. Clinton Winter) and supermajority of independent directors; ongoing board refresh policy with normal retirement at 75 years of age .
| Committee | Role | Chair? | 2024 Meetings | Notable Attributes |
|---|---|---|---|---|
| Audit Committee | Member | No | 4 | Designated “audit committee financial expert” by Board |
| Risk Committee | Member | No | 4 | Oversight of enterprise risk (capital, credit, liquidity, information security, market, operational, regulatory, reputational, strategic) |
Fixed Compensation
| Component | Amount/Term | 2024 Value |
|---|---|---|
| Annual retainer (cash) | $45,000 per director (excludes insiders) | Included in Fees Earned |
| Board meeting fee (in-person) | $2,500 per meeting; $1,250 if virtual | Included in Fees Earned |
| Committee meeting fee (in-person) | $2,500 per meeting; $1,250 if virtual | Included in Fees Earned |
| Advisory Board meeting fee | $1,000 in-person; $500 if virtual (for members including Ms. Weddle) | Included in Fees Earned |
| 2024 Director Fees Earned (cash) | $79,500 |
Performance Compensation
| Award Type | Grant Date | Grant Date Fair Value | Terms | Unvested Shares (12/31/2024) |
|---|---|---|---|---|
| Restricted stock (time-based) | Feb 22, 2024 | $59,993 (calculated using $34.36 closing price) | Three-year time-based vesting; full voting and dividend rights prior to vesting | 3,230 unvested restricted shares |
| Options | N/A | $0 | No option awards disclosed for directors in 2024 | N/A |
Award design for directors is time-based only; no director performance metrics (EPS/ROA/TSR/ESG) apply to director equity grants .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards (outside UBSI) | None disclosed in the proxy for Ms. Weddle |
| Private/non-profit boards | Not disclosed for Ms. Weddle in the proxy |
Expertise & Qualifications
- CPA designation; longstanding financial literacy and audit acumen; explicitly designated as Audit Committee financial expert under SEC rules .
- Senior operating leadership in large, multi-function environments (legal, marketing, IT, HR, accounting), with strategic planning and systems/process design experience .
- Real estate and related financial services expertise, relevant to UBSI’s credit, collateral, and market risk considerations .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 23,594 | As of March 3, 2025; includes restricted stock |
| Ownership as % of outstanding | <1% | Directors owning <1% flagged by proxy asterisk |
| Unvested restricted shares | 3,230 | As of Dec 31, 2024 |
| Pledged shares | None disclosed for Ms. Weddle | Only Converse (100,000) and Winter (112,412) have pledged shares; anti-pledging policy in place |
| Anti-hedging policy | Prohibits hedging company stock for directors and executives | |
| Minimum ownership guideline | Outside directors must own at least 5,000 shares and options | |
| Guideline compliance | Meets (23,594 shares vs. 5,000 requirement) | Based on disclosed holdings and policy |
Governance Assessment
- Independence and committee effectiveness: Independent status; member of Audit and Risk committees; designated audit financial expert—supports robust oversight of financial reporting and enterprise risk .
- Attendance and engagement: Board and committee attendance thresholds met at the board level; participation in subsidiary Advisory Board signals additional engagement with operating leadership .
- Pay structure and alignment: Balanced cash/equity director pay ($79,500 cash; $59,993 equity; total $139,493 in 2024); time-based equity with voting and dividends aligns incentives while avoiding aggressive risk-taking metrics for directors .
- Ownership and policies: Ownership above director guideline; no pledged shares; anti-hedging/pledging policies in force, with total pledged shares across board/NEOs only 0.15% of outstanding as of March 3, 2025 .
- Conflicts/related party exposure: No related party transactions disclosed for Ms. Weddle; overall independence determinations reviewed against NASDAQ/SEC criteria with specific transactional tests applied to certain directors—none applicable to Ms. Weddle .
- Red flags: None observed specific to Ms. Weddle—no pledging, no related party arrangements, no attendance shortfalls disclosed. Note: Board refresh policy states normal retirement at 75; at age 74, succession planning and potential refresh should be anticipated near-term .
- Shareholder sentiment: Strong say‑on‑pay support (97.58% approval for 2023 NEO compensation) indicates healthy investor confidence in governance and pay practices broadly, a positive backdrop for board oversight effectiveness .