Peter A. Converse
UNITED BANKSHARES INC/WVAbout Peter A. Converse
Independent director of United Bankshares, Inc. since 2014; age 74 as of the March 6, 2025 record date. Former President & CEO of Virginia Commerce Bancorp, Inc. and Virginia Commerce Bank (20 years until its acquisition by United in January 2014). Member of the Board’s Executive Committee; determined independent under NASDAQ/SEC standards despite a long-running independent contractor agreement with United Bank. Beneficially owns 436,673 UBSI shares; 100,000 shares are pledged under the company’s grandfathered policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Commerce Bancorp, Inc. / Virginia Commerce Bank | President & CEO; Director | ~1993–Jan 2014 (20 years, until acquisition by United) | Led community bank growth in Washington, D.C. market; acquired by United in 2014 |
| Federal Capital Bank | SVP/Chief Lending Officer | Mar 1992–Dec 1993 | Senior credit leadership |
| Bank of Maryland | Senior Vice President | Oct 1990–Mar 1992 | Senior banking role |
| Century National Bank | EVP/Chief Lending Officer | May 1986–Jul 1990 | Executive credit leadership |
| Central National Bank | SVP/Chief Lending Officer | Jul 1979–Apr 1986 | Senior credit leadership |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | No current public company directorships disclosed for the last five years |
| Subsidiary roles | United Bank (subsidiary) | Director; Advisory Board member | Listed as director; Advisory Board meeting fees applicable |
Board Governance
- Committee assignments: Executive Committee member; not listed on Audit, Compensation & Human Capital, Risk, or Governance & Nominating Committees. The Executive Committee may act for the Board between meetings and is empowered to investigate M&A opportunities.
- Independence: Classified as independent by the Governance & Nominating Committee on Feb 20, 2025; Committee considered his independent contractor arrangement ($120,000 per year in 2022–2024) and concluded it met NASDAQ/SEC standards (≤$120,000 threshold). All members of Audit, Compensation & Human Capital, Risk, and Governance & Nominating are independent.
- Attendance and engagement: The Board met seven times in 2024; each incumbent director attended ≥75% of applicable Board and committee meetings; all 14 incumbent directors attended the 2024 annual meeting; independent directors met twice in 2024.
- Stock ownership guidelines: Outside directors must own ≥5,000 shares/options; Converse far exceeds this threshold. Anti-hedging policy in place; pledging is prohibited prospectively, with 2015 pre-existing arrangements grandfathered.
Fixed Compensation (Director Pay and Contracted Fees)
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $62,500 | Retainer/meeting fees for United Board and committees; base structure includes $45,000 annual retainer plus $2,500 per Board/committee meeting ($1,250 if virtual) for non-employee directors (excludes insiders) |
| Advisory Board Meeting Fees (subsidiary) | As incurred | $1,000 per Advisory Board meeting ($500 virtual), applicable to members incl. Converse |
| Other Compensation | $120,000 | Independent Contractor Agreement (initial 1-year term; auto-renews; terminable by either party with 30 days’ notice); paid by United Bank |
| Total Reported Director Compensation | $242,493 | Sum of components above for 2024 |
Additional chair retainers (for chairs of committees) exist but Converse is not listed as a chair; thus none apply to him in 2024.
Performance Compensation (Equity; vesting and metrics)
| Award Type | Grant Date | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | Feb 22, 2024 | $59,993 | 3-year time-based vesting; voting/dividends accrue during vesting | None; time-based only (no EPS/TSR conditions) |
Notes:
- Director equity grant values are determined using the closing price on grant date ($34.36 on Feb 22, 2024).
- New 2025 Equity Incentive Plan includes a 12-month minimum vesting standard (with a 5% pool exception) and permits vesting acceleration upon death, retirement, involuntary termination, or change of control.
- Non-employee director total compensation under the 2025 Plan is capped at $500,000 per calendar year (Board can make limited exceptions for special/new committees).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed |
| Interlocks/transactions considered for independence | Independent contractor to United Bank at $120,000 per year (2022–2024) — assessed and deemed within independence thresholds; not an employee. |
| Subsidiary roles | Director of United Bank; Advisory Board member (fees per meeting) |
Expertise & Qualifications
- 40+ years of community banking experience in the Washington, D.C. region, with extensive credit and lending leadership, including roles as chief lending officer and as a public-company bank CEO.
- Executive Committee member supporting M&A evaluation for the Board, aligning with his prior CEO experience leading an acquired bank.
Equity Ownership
| Item | Amount | Source/Notes |
|---|---|---|
| Beneficial Ownership (shares) | 436,673 | Less than 1% of outstanding; shares table as of March 3, 2025 |
| Unvested Restricted Shares | 3,230 | As of Dec 31, 2024 |
| Pledged Shares | 100,000 | Grandfathered under anti-pledging policy; permitted pre-2015 arrangements |
| Shares Outstanding (context) | 143,466,834 | As of March 6, 2025 |
| Ownership Guideline Compliance | Exceeds 5,000-share minimum for outside directors | Policy requirements for outside directors |
Governance Assessment
Positives
- Independent director with deep regional banking and credit expertise; serves on the Executive Committee which provides Board-level continuity on strategy/M&A.
- Strong ownership alignment: 436,673 shares and ongoing time-based equity grants; exceeds director ownership guideline.
- Board culture and process: ≥75% attendance for all incumbents; regular independent director sessions; robust committee independence (Audit/Comp/Risk/GN all independent).
- Shareholder support: Say-on-Pay approval was 97.58% in 2024, indicating broad support for compensation governance.
Risk Indicators and RED FLAGS
- RED FLAG: 100,000 shares pledged as collateral; while grandfathered, pledging can reduce alignment in stressed markets. Aggregate pledges by directors/NEOs were 0.15% of shares outstanding as of Mar 3, 2025.
- RED FLAG: Ongoing independent contractor payments of $120,000/year (2022–2024) from United Bank could present perceived conflicts; the Governance & Nominating Committee concluded independence under NASDAQ/SEC standards given the ≤$120,000 threshold and contractor status.
- Concentration of authority: Executive Committee (which includes Converse) can act for the Board between meetings, including M&A evaluation; while common for banks, investors often scrutinize committee composition for potential entrenchment.
Shareholder/Policy Context
- Anti-hedging policy in place; pledging prohibited post-2015 with limited exceptions; existing pledges (like Converse’s) are grandfathered.
- 2025 Equity Plan introduces minimum vesting standards and a director pay cap, aligning with best practices.
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $62,500 | $59,993 | $120,000 | $242,493 |
| Notes: “Other Compensation” reflects independent contractor fees; director stock grants vest over three years; grant-date value based on $34.36 close on Feb 22, 2024. |
Board Governance (Attendance and Committees)
| Item | Detail |
|---|---|
| Board meetings in 2024 | 7 meetings; all incumbents ≥75% attendance |
| Executive sessions | Independent directors met twice in 2024 |
| Annual meeting attendance | All 14 incumbent directors attended (2024) |
| Converse committees (2024) | Executive Committee member |
Employment & Contracts
| Agreement | Key Terms |
|---|---|
| Independent Contractor Agreement (United Bank) | Effective April 1, 2016; initial one-year term; auto-renews annually; terminable by either party on 30 days’ notice; compensation $120,000 per year paid semi-monthly. |
| Director Deferred Compensation Plan (DCP) | Optional deferral of director fees; 409A-compliant; distributions 12 months after separation or in installments up to 5 years (no individual election for Converse disclosed). |
Say-on-Pay & Shareholder Feedback (Context)
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | 97.58% “For” (for 2023 NEO compensation) |
| Frequency | Annual advisory vote; next in 2026 |
Compensation Structure References (Policy)
- Director pay structure (non-employee): $45,000 annual retainer; $2,500 per Board/committee meeting in-person ($1,250 virtual); annual restricted stock grant ~$60,000; committee chair quarterly retainers vary by committee (e.g., Audit $6,000/quarter; Risk $5,000/quarter; Compensation $3,000/quarter; Governance $3,000/quarter); Lead Independent Director $6,000/quarter.
- 2025 Equity Incentive Plan: 3,000,000 share pool; minimum 12-month vesting (5% exception); potential acceleration on death/retirement/involuntary termination/change of control; annual $500,000 cap on non-employee director compensation.
Equity Ownership — Additional Detail
- As of March 3, 2025, director group (27 persons) owned 4,367,613 shares and 613,776 options/RSUs in aggregate (3.46% of class). Converse individually: 436,673 shares; unvested restricted shares 3,230 (as of Dec 31, 2024).
Summary Implications for Investors
- Converse brings seasoned credit and community banking expertise to UBSI with meaningful equity ownership and active participation on the Executive Committee—supportive of strategic oversight and M&A evaluation. Independence is preserved under formal standards, but ongoing contractor fees and pledged shares warrant monitoring due to potential optics around conflicts and alignment. High Say-on-Pay support and strengthened equity plan guardrails (vesting minimums, director cap) bolster governance quality.