Michael Proctor

About Michael Proctor

Michael Proctor, age 41, serves as Executive Vice President and Chief Commercial Lending Officer at United Bankshares, Inc. (United) since December 2024, after previously serving as Chief Commercial Banking Officer; he has been an EVP at United since May 11, 2022 . The proxy does not disclose his education. Company performance context for 2024: diluted EPS $2.75, ROAA 1.26% (88th percentile vs proxy peers), Net Interest Margin (FTE) 3.49%, efficiency ratio 52.67%, CET1 14.1%, Tier 1 14.1%, Total risk-based 16.5%, leverage 11.9%, and Non-Performing Assets/Total Assets 0.25% (82nd percentile) . United increased its dividend for the 51st consecutive year and closed the Piedmont Bancorp acquisition in January 2025 .

Past Roles

External Roles

No external directorships or roles disclosed for Proctor in the proxy .

Fixed Compensation

• The 2025 proxy identifies named executive officers (NEOs) as Executive Chairman, CEO, President, CFO, and Chief Risk & Information Officer; Proctor is not a NEO and his base salary or cash compensation is not individually disclosed .

Performance Compensation

Company AIP metrics applicable to executives (design framework; specific Proctor payout not disclosed):

• For NEOs, 2024 AIP payouts ranged from 125% to 145% of target based on these metrics; individual Proctor payout not provided .

Long-term equity plan terms (2025 Equity Incentive Plan):

• Change-in-control treatment: Awards granted before a CIC become fully vested/exercisable upon termination without cause or for good reason within two years after CIC; PSUs deemed earned at greater of target or actual at CIC for open periods, with continued time-based vesting post-CIC .
• Clawback: Awards subject to the Company’s Compensation Recoupment Policy .
• Repricing prohibited without shareholder approval for options/SARs .
• Hedging/pledging restrictions apply to awards (see policy) .

Equity Ownership & Alignment

Policies applicable to executive officers:

• Stock ownership guidelines: CEO must hold ≥6x base salary; other named executive officers must hold ≥3x base salary; outside directors must hold ≥5,000 shares/options .
• Anti-hedging and pledging policy: Executives and outside directors are prohibited from hedging United stock and from pledging Company equity securities (grandfathered pre‑2015 arrangements); exceptions require approvals; as of March 3, 2025, aggregate pledged shares by board members and NEOs were 0.15% of shares outstanding (historically ≤1% over last five years) .
• Beneficial ownership: The proxy provides NEO totals but does not quantify Proctor’s individual ownership; executive officers and directors as a group held 4,367,613 shares and 613,776 options/RSUs (3.46% of shares outstanding) .

Employment Terms

• Employment agreements: “None of the named executive officers, other than the Company’s Executive Chairman, have an employment agreement with the Company.” No specific employment agreement for Proctor is disclosed .
• Change-of-control agreements: The Company has CIC agreements with Richard M. Adams, James J. Consagra, Jr., and Richard M. Adams, Jr.; terms include up to 36 months of base salary, pro‑rata cash incentive, and benefit continuation up to 36 months, subject to IRC §409A definitions of CIC . No CIC agreement for Proctor is disclosed.
• Equity plan CIC/vesting: See Performance Compensation section (applies to equity awards under the 2025 Plan) .
• Clawback: Awards subject to Compensation Recoupment Policy .
• Deferred compensation: Executives may defer cash compensation above IRS limits in the Non‑Qualified Retirement and Savings Plan; the Company does not match contributions .

Company Performance Context (2024)

Compensation Peer Group (Benchmarking)

Governance and Policies (alignment and risk controls)

• Hedging and pledging prohibited for executives/outside directors; minimal aggregate pledged shares; Section 16 filings timely in 2024 .
• 2025 Equity Plan bans repricing without shareholder approval; subject to clawback; awards nonassignable and cannot be hedged/pledged per policy .
• Say‑on‑Pay support: 97.58% approval in 2024, indicating strong shareholder support for pay philosophy and structure .

Investment Implications

• Disclosure for Proctor is limited (not a NEO): individual base salary, bonus, equity grants, and ownership are not itemized; analysis relies on Company policy architecture that emphasizes EPS/ROAA/NPA‑driven AIP and long‑term equity under the 2025 Plan with robust clawback and anti‑hedging/pledging controls .
• Retention risk appears mitigated by ownership expectations and performance‑linked incentives; absence of a disclosed individual CIC agreement suggests reliance on plan‑level protections rather than bespoke severance economics .
• Trading signals: monitor Form 4 filings for Proctor to assess insider selling pressure and vesting-related sales; current proxy notes timely Section 16 compliance and very low aggregate pledging among board/NEOs .
• Execution focus: his elevation to Chief Commercial Lending Officer in Dec 2024 aligns responsibility with commercial loan growth and credit quality—key drivers of ROAA and NPA metrics that influence annual incentives .