Matthew L. Humphrey
UNITED BANKSHARES INC/WVAbout Matthew L. Humphrey
Matthew L. Humphrey is Executive Vice President at United Bankshares, Inc. (UBSI), Head of Wealth & Investment Management, and CEO & President of United Brokerage Services, Inc.; he is 45 and has served as EVP and Head of Wealth Management since 2022, having joined the company in 2016 . He is a graduate of the United States Military Academy at West Point (BS in Economics and Civil Engineering) and earned an MBA from Vanderbilt University (finance, strategy, entrepreneurship), with Series 7, 24, and 66 licenses; prior roles include Goldman Sachs Private Wealth Management and multiple leadership positions as an Army Aviation Officer . Company performance backdrop during the latest fiscal year included EPS $2.75, ROAA 1.26% (88th percentile vs peers), FTE NIM 3.49%, efficiency ratio 52.67%, NPAs/Assets 0.25%, approval and closing of the Piedmont acquisition, and the 51st consecutive annual dividend increase .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs Private Wealth Management | Private Wealth Advisor | Pre-2016 | Advised UHNW families, foundations, and institutions; relevant to UBSI wealth strategy |
| U.S. Army | Army Aviation Officer (multiple leadership positions) | ~8 years (dates not disclosed) | Leadership in Korea, Central America, Afghanistan, and U.S.; operational discipline and team leadership |
| United Bankshares, Inc. | Executive Vice President; Head of Wealth & Investment Management | 2022–Present | Leads Trust and Brokerage divisions; overall management and strategic planning for United Wealth Management |
| United Brokerage Services, Inc. | Chief Executive Officer & President | 2022–Present | Oversees brokerage subsidiary; aligns fee-based growth with client advisory services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public directorships or external governance roles disclosed in proxy or corporate pages for Humphrey |
Fixed Compensation
- Humphrey is an executive officer but is not a Named Executive Officer (NEO) in 2024; individual base salary and cash incentive amounts for non-NEO executive officers are not disclosed in the 2025 proxy .
- UBSI operates an Annual Incentive Plan (AIP) for NEOs with target opportunities and performance-based payout; while design is NEO-disclosed, similar principles typically inform broader executive incentives though Humphrey-specific targets are not disclosed .
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual / Relative | Payout Level |
|---|---|---|---|---|---|---|
| Earnings Per Share | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target and Max |
| Return on Average Assets (peer-relative) | 40% | 25th percentile | 50th percentile | 75th percentile | 88th percentile | Maximum |
| Non-Performing Assets Ratio (peer-relative) | 20% | 25th percentile | 50th percentile | 75th percentile | 82nd percentile | Maximum |
- Design features under the United 2025 Equity Incentive Plan (applies company-wide): minimum 12-month vesting (with limited exceptions), no dividends/dividend equivalents on unvested awards, no discounted options/SARs, no repricing without shareholder approval, double-trigger vesting upon change-in-control, clawback/recoupment, and no excise tax gross-ups under the plan .
- Forms of award agreements adopted in 2025 provide full vesting of unvested restricted shares and stock options upon death, disability, termination without cause or for good reason, retirement (with notice and eligibility), and qualifying change-in-control termination; vested options have limited post-termination exercisability windows per award agreement forms .
Equity Ownership & Alignment
| Policy / Status | Detail |
|---|---|
| Stock ownership guideline | CEO: 6x base salary; other named executive officers (and executive officers) 3x base salary in shares/options |
| Anti-hedging | Prohibits hedging United stock (no public derivatives trading by executives or directors) |
| Pledging | Prohibits pledging company equity by directors and executive officers; grandfathered legacy pledges noted; pledged shares by board/NEOs totaled 0.15% of shares outstanding as of Mar 3, 2025; individual pledging for Humphrey not disclosed, and policy applies |
| Beneficial ownership (individual) | Humphrey’s individual share ownership not itemized in 2025 proxy; executives as a group (27 persons) owned 4,367,613 shares and 613,776 options/RSUs (3.46% of class) |
| Compliance status | Individual compliance with ownership guideline for Humphrey not disclosed |
Employment Terms
- Role and tenure: EVP and Head of Wealth Management since 2022; CEO & President of United Brokerage Services, Inc.; joined UBSI in 2016 .
- Employment contracts: 2025 disclosures identify change-in-control agreements entered with CEO, President, CFO, and Chief Risk & Information Officer; no Humphrey-specific CIC agreement disclosed in Item 5.02 . Company’s CIC forms specify severance of 2–3x salary+target bonus, prorated bonus, and 24–36 months COBRA subsidy, subject to release; Section 409A compliance; payments ordered to reduce potential 4999 excise tax, with cutback structure .
- Equity treatment on CIC/qualifying termination: double-trigger acceleration for awards; performance awards deemed earned at target or actual (whichever greater) at the CIC date, with continued time-based vesting thereafter per plan ; restricted shares/options vest under specified termination scenarios per the 2025 award forms .
- Clawback: Company-wide Compensation Recoupment Policy compliant with Nasdaq/Dodd-Frank Section 954; applies to incentive compensation received on/after Oct 2, 2023 .
Additional Program Context and Governance
- Compensation philosophy emphasizes at-risk incentive pay with risk controls; committee oversight confirms policies do not promote excessive risk .
- Say-on-pay approval: 97.58% of votes cast in favor at the 2024 annual meeting for 2023 NEO compensation .
- Compensation & Human Capital Committee: Independent directors; 2024 membership included P. Clinton Winter (Chair), Dr. Patrice A. Harris, J. Paul McNamara, Mark R. Nesselroad, and Gary G. White; met three times in 2024; used Aon Human Capital Solutions for market benchmarking and 2025 equity plan design .
- Proxy peer group used for benchmarking (2024): Associated Banc-Corp (ASB), Atlantic Union (AUB), Bank OZK (OZK), BankUnited (BKU), Cadence (CADE), Columbia (COLB), Cullen/Frost (CFR), F.N.B. (FNB), Fulton (FULT), Hancock Whitney (HWC), Old National (ONB), Pinnacle (PNFP), Simmons First (SFNC), SouthState (SSB), UMB Financial (UMBF), United Community Banks (UCB), Wintrust (WTFC) .
Risk Indicators & Red Flags
- Positive safeguards: anti-hedging/pledging, clawback, double-trigger equity vesting only upon qualifying CIC termination, prohibition on option/SAR repricing, minimum vesting (≥12 months), and no excise tax gross-ups in the equity plan .
- CIC change-in-control cutback mechanics to optimize after-tax outcomes and avoid 4999 excise tax; ordering of reductions prioritizes cash, then equity acceleration, then other benefits .
- No Humphrey-specific hedging/pledging exceptions disclosed; individual insider transactions not detailed in proxy; corporate policy prohibits such practices .
Expertise & Qualifications
- Education: BS (Economics and Civil Engineering), United States Military Academy at West Point; MBA, Vanderbilt University (finance, strategy, entrepreneurship) .
- Professional credentials: Series 7, 24, 66 licenses .
- Industry experience: Goldman Sachs PWM; leadership in military aviation; 13 years of wealth management experience noted in corporate feature (as of 2024) .
Equity Ownership & Alignment (Detailed Policies Table)
| Item | Policy / Provision | Notes |
|---|---|---|
| Ownership guideline | 3x salary for executive officers (non-CEO) | Aligns incentives; applies to Humphrey as EVP |
| Anti-hedging | Prohibits derivatives/hedging activity | Applies to directors and executive officers |
| Anti-pledging | Prohibits pledging/margin accounts; legacy arrangements grandfathered | Aggregate pledging by board/NEOs at 0.15% of shares; no Humphrey pledge disclosed |
| Award clawback | Subject to Compensation Recoupment Policy (Dodd-Frank §954 compliant) | Effective for incentive comp on/after Oct 2, 2023 |
| Double-trigger CIC | Accelerated vesting requires CIC plus qualifying termination | Mitigates single-trigger windfalls |
| Vesting minimum | ≥12 months for awards (≤5% pool can be shorter) | Enhances retention |
| Option/SAR repricing | Prohibited without shareholder approval | Shareholder-friendly governance |
| Dividends on unvested awards | Prohibited | Reinforces performance orientation |
Employment Terms (Vesting & Severance Mechanics Table)
| Scenario | Restricted Shares | Stock Options | Conditions |
|---|---|---|---|
| Death | Unvested shares vest fully | Options vest; exercisability subject to award terms | Release may be required per form |
| Disability | Unvested shares vest fully | Options vest; exercisability per award terms | |
| Termination without Cause | Unvested shares vest fully | Options vest; exercisability limited (e.g., 3 months) | Release required within 60 days |
| Termination for Good Reason | Unvested shares vest fully | Options vest; exercisability limited | Release required within 60 days |
| Retirement (with notice; eligibility) | Unvested shares vest fully | Options vest; exercisability limited | Notice requirement (e.g., ≥90 days) |
| CIC + Qualifying Termination (Double Trigger) | Unvested shares vest fully | Options vest; post-termination exercisability limited | Applies within 2 years post-CIC |
| Cause | Forfeiture of unvested awards | Forfeiture of unvested options |
Investment Implications
- Alignment signals: Humphrey operates within robust ownership, anti-hedging/pledging, and clawback frameworks; the 2025 Equity Plan’s double-trigger vesting and minimum vesting reduce windfall risk and encourage retention, improving pay-for-performance integrity .
- Retention/trading pressure: While individual grant, vesting calendars, and ownership for Humphrey are not disclosed, company-wide award forms permit full vesting under several termination scenarios; monitoring future Form 4 filings around grant dates and 2025 Plan usage will be key to assessing potential insider selling pressure and event-driven vesting risk .
- Performance linkage: Executive incentives are calibrated to EPS, ROAA, and asset quality outcomes for NEOs; given Humphrey’s remit over wealth and brokerage (fee-driven units), watch KPIs like AUM growth, net flows, and fee income contribution to sustain ROAA/NIM and enhance earnings durability alongside the company’s strong 2024 scorecard .
- Change-of-control economics: CIC agreements disclosed for CEO, President, CFO, and Chief Risk/Information Officer; Humphrey-specific CIC terms are not disclosed—however, plan-level equity protections (double-trigger vesting) would apply, suggesting moderate acceleration risk under M&A while guarding against single-trigger payouts .
Note: Where Humphrey-specific cash compensation, equity grant sizes, individual ownership, pledging, or award vesting timelines are not disclosed, items are omitted per proxy disclosures and corporate sources.