Michael P. Fitzgerald
UNITED BANKSHARES INC/WVAbout Michael P. Fitzgerald
Michael P. Fitzgerald (age 68) is Vice Chairman of United Bank and a director of United Bankshares, Inc. (UBSI). He joined the UBSI board in 2016 and previously served as President of United Bank, bringing 40+ years of Washington, D.C.-area commercial banking experience, including co-founding, chairing, and leading Bank of Georgetown and senior roles at Sequoia Bank and Riggs Bank (15 years) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Georgetown | Co-Founder, Chairman, CEO & President | Not disclosed | Built and led a prominent D.C. community bank |
| United Bank (post-merger from Sequoia) | Senior Vice President (MD commercial ops), oversight of government contractor banking | Not disclosed | Led commercial banking in Maryland and GovCon portfolio |
| Riggs Bank | Corporate Banking; Special Assistant to the Chairman; President & CEO of Riggs National Bank of Maryland | 15 years | Senior operating leadership across multiple banking functions |
| United Bank | President (later Vice Chairman) | President 2018; Vice Chairman from Apr 1, 2022 | Executive leadership continuity at UBSI’s banking subsidiary |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Home Loan Bank of Atlanta | Director (former) | Not disclosed | Regional housing finance oversight experience |
Board Governance
- Independence: The Governance & Nominating Committee determined Fitzgerald is not independent due to current employment by the Company’s banking subsidiary .
- Committee assignments: Not listed as a member of the Executive, Audit, Compensation & Human Capital, Risk, or Governance & Nominating Committees .
- Attendance: In 2024, each incumbent director attended at least 75% of board and committee meetings; all 14 incumbent directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Salary (United Bank) | $300,000 | Paid in capacity as Vice Chairman of United Bank |
| Perquisites | $19,372 | Country club memberships; personal use of company automobile |
| Insurance/401(k) contributions | Included | Company contributions to 401(k), life, health, disability coverage |
| Director fees | $0 | Receives no compensation for UBSI board service |
| Stock awards (director) | $0 | Outside directors receive restricted stock; Fitzgerald does not as an employee director |
| Total (Director Compensation table) | $346,456 | Classified as “Other Compensation” for 2024 |
Performance Compensation
| Item | Terms | Notes |
|---|---|---|
| Retention Bonus | $739,200 total, payable over 23 months beginning 13 months after separation | Under Amended & Restated Employment Agreement; originally 2-year term (2016), served as President (2018), Vice Chairman from Apr 1, 2022 |
| Equity awards (RSUs/Options) | None disclosed for director service | He does not receive director equity awards; outside directors receive annual restricted stock grants |
| Bonus/Annual Incentives | Not disclosed for director role | UBSI’s AIP applies to NEOs; not applicable to Fitzgerald’s director compensation |
Change-in-control provisions for director awards are governed by the Equity Incentive Plan (double-trigger vesting), but Fitzgerald does not receive director equity grants; employee award treatment follows plan documents .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Transaction |
|---|---|---|
| Federal Home Loan Bank of Atlanta | Former director | No UBSI-related transactions disclosed |
No related-party transactions were disclosed for Fitzgerald. Disclosure items for other directors included: AFM security services (Lewis Jackson), office lease with 1700 K Street Associates (Small), independent contractor arrangement (Converse), and JRW LLC rent (White), all below independence thresholds or approved under policy .
Expertise & Qualifications
- Founder-operator and multi-decade commercial banking executive in the Washington, D.C. market, with prior senior leadership at Riggs Bank (15 years) and Sequoia Bank/United Bank integration experience .
- Former director, Federal Home Loan Bank of Atlanta, adding housing finance oversight exposure .
- Deep credit, commercial banking operations, and relationship banking expertise relevant to UBSI’s footprint .
Equity Ownership
| Holder | Shares | Options/RSUs | Ownership % |
|---|---|---|---|
| Michael P. Fitzgerald | 213,384 | — | Less than 1% (as indicated by proxy asterisk) |
- Pledging/Hedging: UBSI prohibits hedging and pledging by directors and NEOs (grandfathered legacy pledges allowed). As of March 3, 2025, pledged shares by board members/NEOs totaled 0.15% of common shares; disclosures list pledges by Converse and Winter (Fitzgerald not listed) .
Governance Assessment
- Independence and role: Fitzgerald is not independent due to active employment as Vice Chairman of United Bank, a governance drawback for board balance but common among bank holding companies with subsidiary executives; he receives no director fees or board equity .
- Committee effectiveness: Lack of committee memberships reduces direct influence on audit, compensation, risk, or governance processes, which are entirely composed of independent directors .
- Alignment: High personal share ownership (213,384 shares; >40 years industry experience) supports alignment; anti-hedging/pledging policy reduces misalignment risk; no pledges disclosed for Fitzgerald .
- Compensation signals: Fixed employee salary and a post-separation retention bonus may raise questions on incentives versus performance; however, he is excluded from board cash/equity retainer to preserve independence of those programs and avoid double pay for board service .
- Attendance/engagement: Met minimum attendance expectations; full board attendance at the annual meeting in 2024 .
- Related-party/Conflicts: No related-party transactions disclosed for Fitzgerald; broader board RPTs were within policy thresholds and approved by Audit Committee .
RED FLAGS
- Not independent while serving on the holding company board; potential conflicts inherent in dual executive/director roles .
- Retention bonus payable upon separation is guaranteed, not performance-based; may be viewed as less aligned with shareholder performance accountability .
Positives
- Significant personal ownership and long-standing market/operator experience enhance practical oversight and local market expertise .
- Exclusion from director fee/equity programs mitigates double-compensation optics for an inside director .