P. Clinton Winter
UNITED BANKSHARES INC/WVAbout P. Clinton Winter
P. Clinton Winter, 77, is Lead Independent Director of United Bankshares, Inc. (UBSI), serving since 1996. He is President of Bray & Oakley Insurance Agency, Inc., with over 35 years in insurance and financial services, and is a significant shareholder with reported beneficial ownership of 545,978 shares. Winter chairs the Compensation and Human Capital Committee and sits on the Audit, Executive, and Governance & Nominating Committees; he leads executive sessions of independent directors and provides oversight on information flow and performance feedback to the Executive Chairman. He is affirmatively determined independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acquired banking company (unnamed) | Audit Committee Chair; Compensation Committee Chair; Executive Committee Member | Not disclosed | Provided governance leadership; brought financial and risk management expertise |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Bray & Oakley Insurance Agency, Inc. | President | 35+ years | Financial and risk management, business development, marketing expertise applied to board work |
Board Governance
- Lead Independent Director: Sets agendas and presides over independent director meetings; advises the Executive Chairman on board information quality; contributes to Executive Chairman performance review; reinforces strategic oversight among directors .
- Committees: Chair—Compensation and Human Capital; Member—Audit, Executive, Governance & Nominating .
- Independence: Governance & Nominating Committee determined Winter is independent; all members on Audit, Compensation & Human Capital, and Governance & Nominating Committees meet heightened independence standards .
- Attendance: In 2024, Board met 7 times; each incumbent director attended ≥75% of Board and committee meetings; independent directors met twice in executive session; all 14 incumbent directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Frequency/Terms | 2024 Amount (Winter) |
|---|---|---|---|
| Annual Board Retainer (cash) | $45,000 | Regardless of meeting attendance | Included in fees earned |
| Board Meeting Fee (in-person) | $2,500 | Per meeting | Included in fees earned |
| Board Meeting Fee (virtual) | $1,250 | Per meeting | Included in fees earned |
| Committee Meeting Fee (in-person) | $2,500 | Per committee meeting | Included in fees earned |
| Committee Meeting Fee (virtual) | $1,250 | Per committee meeting | Included in fees earned |
| Compensation & Human Capital Chair Retainer | $3,000 | Per quarter | Included in fees earned |
| Lead Independent Director Retainer | $6,000 | Per quarter | Included in fees earned |
| Total Fees Earned (Cash) | — | 2024 director compensation table | $123,500 (Winter) |
| Total Stock Awards (Grant-date fair value) | — | Annual director equity grant | $59,993 (Winter) |
| Total Director Compensation (2024) | — | Cash + equity | $183,493 (Winter) |
Notes
- Directors are reimbursed for meeting attendance expenses per Board policy .
- Directors may defer fees under a Deferred Compensation Plan compliant with IRC §409A; distributions occur 12 months after separation in lump sum or installments up to 5 years .
Performance Compensation
| Equity Component | Grant Date | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Restricted Stock to Directors | Feb 22, 2024 | $60,000 | Not individually disclosed | 3-year time-based vesting | Fair value computed at closing price $34.36; voting and dividends accrue during vesting . |
| Unvested Restricted Shares (as of Dec 31, 2024) | — | — | 3,230 (Winter) | Remaining vesting per schedule | Directors held unvested restricted stock as noted . |
Program design
- UBSI does not currently grant stock options or option-like instruments; any future grants would be evaluated for appropriate timing policies; a new 2025 Equity Incentive Plan caps non-employee director annual compensation value at $500,000 and requires minimum 12 months vesting for awards (with limited exceptions up to 5% of pool) .
Other Directorships & Interlocks
| Company | Role | Committees/Role | Notes |
|---|---|---|---|
| United Bank (subsidiary) | Director | — | Internal subsidiary board seat; standard practice for bank holding companies . |
| Acquired banking company (prior) | Director/Committee Chair | Audit Chair; Compensation Chair; Executive Committee | Governance leadership at acquired entity (name not disclosed) . |
Expertise & Qualifications
- 35+ years in insurance and financial services; expertise in financial and risk management, business development, and marketing .
- Governance experience includes past audit committee chair and compensation chair roles at an acquired banking company; current leadership as Lead Independent Director .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficial Ownership (shares) | 545,978 | As of March 3, 2025 |
| Ownership % of outstanding | <1% | Indicated by proxy (asterisk) |
| Shares with shared voting/investment powers | 37,800 | Spouses/relatives/trusts/affiliates |
| Trust Department voting authority exercised by Winter | 51,108 | United Bank Trust Department shares where voting authority is noted |
| Shares pledged as collateral | 112,412 | Grandfathered under anti-pledging policy; overall pledged by board/NEOs 0.15% of float as of Mar 3, 2025 |
| Unvested restricted shares | 3,230 | As of Dec 31, 2024 |
| Director stock ownership guideline | ≥ 5,000 shares | Outside directors must own at least 5,000 shares/options; Winter in compliance |
Recent Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2025-11-07 | 2025-11-07 | Purchase (P) | Phantom Stock | 138 | 54,534 | https://www.sec.gov/Archives/edgar/data/729986/000122520825009002/0001225208-25-009002-index.htm |
| 2025-10-08 | 2025-10-08 | Purchase (P) | Phantom Stock | 536 | 54,396 | https://www.sec.gov/Archives/edgar/data/729986/000122520825008546/0001225208-25-008546-index.htm |
| 2025-02-21 | 2025-02-20 | Award (A) | Common Stock | 1,904 | 457,070 | https://www.sec.gov/Archives/edgar/data/729986/000122520825002159/0001225208-25-002159-index.htm |
| 2024-02-23 | 2024-02-22 | Award (A) | Common Stock | 1,746 | 455,166 | https://www.sec.gov/Archives/edgar/data/729986/000122520824002826/0001225208-24-002826-index.htm |
Notes
- Frequent phantom stock accruals reflect director deferred compensation mechanics rather than open-market common stock purchases [ReadFile JSON, Form 4 URLs above].
Governance Assessment
- Strengths: Winter’s long-tenured, independent leadership as Lead Independent Director, multi-committee service (including Audit and Compensation chair), and consistent attendance support board effectiveness and oversight quality . His substantial beneficial ownership and adherence to stock ownership guidelines signal alignment with shareholders .
- Controls and independence: Governance & Nominating affirmed independence after conflict screening; committees composed entirely of independent directors; robust committee charters and risk oversight structure (Risk Committee complements Audit and Compensation risk review) .
- RED FLAGS: Shares pledged as collateral (112,412) under grandfathered arrangements—while permitted, pledging can impair alignment in stress events; board policy prohibits new pledging and maintains low aggregate pledged shares (0.15% of float) . Trusteeship voting authority over Trust Department shares (51,108) warrants investor awareness of potential influence dynamics .
- Shareholder sentiment: Say-on-Pay (executive) approval was very strong at 97.58% in 2024, indicating broad support for compensation governance; directors’ pay appears moderate with clear cash/equity structure and meeting-based fees .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.58% votes in favor; UBSI conducts annual say-on-pay and considers outcomes in program design .
Compensation Peer Group (for context on governance benchmarking)
- Committee used a 17-bank peer group (market cap $2.4–$7.0B at approval) to evaluate executive and board compensation levels; includes ASB, AUB, OZK, BKU, CADE, COLB, CFR, FNB, FULT, HWC, ONB, PNFP, SFNC, SSB, UMBF, UCB, WTFC .
Related Party Transactions & Independence Screening
- Governance & Nominating Committee reviewed potential relationships (legal services, independent contractor agreements, leased office space, services from Action Facilities Management, CRA investment in a fund tied to a director’s affiliate) and found none impaired independence for independent directors; Winter remained independent. Winter’s pledged shares disclosed; policy explicitly prohibits new hedging and pledging by directors/NEOs with grandfathering for pre-2015 arrangements .
Attendance & Engagement
- Winter’s role included chairing Compensation & Human Capital (met 3x in 2024), serving on Audit (met 4x), Executive (met 2x), and Governance & Nominating (met 3x). Board met 7x; independent directors held 2 executive sessions; all incumbent directors attended the 2024 Annual Meeting .
Committee Assignments and Chair Roles
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Human Capital | Chair | 3 |
| Audit | Member | 4 |
| Executive | Member | 2 |
| Governance & Nominating | Member | 3 |
| Lead Independent Director | Presides over independent sessions; advisory functions | Independent directors met 2 times |
Director Compensation Structure (Cash vs Equity Mix)
| Year | Cash (Fees) | Equity (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 (Winter) | $123,500 | $59,993 | $183,493 |
Design elements
- Cash components: annual retainer; per-meeting fees; quarterly retainers for lead director and committee chair roles .
- Equity components: annual restricted stock grants ($60,000 fair value), 3-year time-based vesting; no stock options granted currently .
Independence Status
- Winter is independent under NASDAQ and SEC rules; all members of the Audit, Compensation & Human Capital, and Governance & Nominating Committees are independent under heightened standards .
Risks & Mitigations
- Pledging: Winter has pledged 112,412 shares; policy prohibits new pledging and hedging; aggregate pledging remains low (0.15% of shares outstanding) and grandfathered exceptions apply .
- Option-related risks: Company does not currently grant options; equity grants are RSUs with minimum vesting; director compensation cap in 2025 Plan reduces pay inflation risk .
Summary Signals for Investors
- Governance quality appears strong with independent leadership, clear committee charters, and attendance discipline; Winter’s substantial share ownership aligns interests. The primary watchpoint is pledged shares under grandfathered policy—monitor for changes in pledged levels and any exceptions granted. Compensation structure for directors balances cash meeting-driven fees with modest, time-based equity—limited risk of short-termism or option-related incentives .