Richard M. Adams
UNITED BANKSHARES INC/WVAbout Richard M. Adams
Richard M. Adams is Executive Chairman of United Bankshares, Inc. (UBSI), age 78, and has served as a director since 1984; he moved from Chairman & CEO to Executive Chairman on April 1, 2022 . He beneficially owns 1,206,562 shares (0.84% of common stock), reflecting long-term alignment with shareholders . UBSI’s 2024 performance under the leadership continuity of the Adams family included diluted EPS of $2.75, ROAA of 1.26% (88th percentile vs proxy peers), NIM (FTE) of 3.49%, efficiency ratio of 52.67%, and NPA/Assets of 0.25% (82nd percentile), alongside the 51st consecutive annual dividend increase and the acquisition of Piedmont Bancorp (closed January 10, 2025) . Over Mr. Adams’ CEO tenure, UBSI increased its dividend for 46 consecutive years, and a $100,000 investment at the start of his administration (with dividend reinvestment) would have been worth approximately $16.5 million by December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bankshares, Inc. | Chairman & Chief Executive Officer | 1984–2022 | Led 33 acquisitions; scaled from a single-office $100 million bank to ~250 offices across 8 states and D.C., reaching $29.3 billion in assets . |
| United Bankshares, Inc. | Executive Chairman | 2022–present | Leadership continuity; significant shareholder; chairs Executive Committee . |
| United Bank, Inc. (subsidiary) | Chairman of the Board | Not disclosed | Ongoing bank-level governance leadership . |
| The Parkersburg National Bank (PNB; predecessor) | Chief Executive Officer | 1975–1984 | Led predecessor bank; positioned for UBSI consolidation . |
| The Parkersburg National Bank (PNB) | Chairman of the Board | 1976–1984 | Board leadership pre-merger into UBSI . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank Policy Institute | Member | Not disclosed | Industry policy engagement . |
| World Presidents’ Organization (WPO) | Member | Not disclosed | Executive peer network . |
| West Virginia Chamber of Commerce | Board Member | Not disclosed | Regional business advocacy . |
| West Virginia Business Roundtable | Past Chairman | Not disclosed | State economic leadership . |
| West Virginia Chamber of Commerce (state) | Past Chairman | Not disclosed | Statewide business leadership . |
| West Virginia Bankers Association | Past Chairman | Not disclosed | Banking industry leadership . |
| West Virginia Kids Count | Past Chairman | Not disclosed | Community impact . |
| Eastern States Bankcard Association (NY) | Past Chairman | Not disclosed | Payments industry governance . |
| International Financial Conference | Member | Not disclosed | Global financial dialogue . |
| Federal Reserve Bank | Board service | Not disclosed | Central bank regional governance . |
| OCC Regional Advisory Council | Member | Not disclosed | Regulatory advisory role . |
| Young Presidents’ Organization of America | Member | Not disclosed | Executive development network . |
| West Virginia United Health System | Board service | Not disclosed | Regional health system governance . |
| Rotary Club | Member | Not disclosed | Community service . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,277,106 | 1,328,179 | 1,377,385 |
| Perquisites ($) | 60,896 | 59,465 | 32,328 (sporting/country club memberships; personal use of company automobile) |
| All Other Compensation ($) | 60,896 | 59,465 | 61,872 |
- 2024 base salaries were increased effective June 1, 2024 (Mr. Adams’ base from $1,349,837 to $1,397,081, +3.50%) .
- Employment Agreement amended February 20, 2025 extends term through March 31, 2028; base salary set at $1,438,993; no base salary decreases permitted during term .
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,830,487 | 1,535,293 | 2,126,290 |
| Annual Cash Incentive (Non-Equity) ($) | 1,012,378 | 1,118,968 | 1,518,161 |
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual / Relative Result | Payout Level |
|---|---|---|---|---|---|---|
| EPS (Diluted) | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target & Max |
| ROAA (Peer Percentile) | 40% | 25th | 50th | 75th | 88th Percentile | Maximum |
| NPA Ratio (Peer Percentile) | 20% | 25th | 50th | 75th | 82nd Percentile | Maximum |
| AIP Target and Range (2024) | Target % of Base | Target $ | Threshold–Max (% of Base) | Actual Payout (% of Target) | Actual $ |
|---|---|---|---|---|---|
| Richard M. Adams | 75% | 1,047,811 | 37.5%–120% | 145% | 1,518,161 |
Long-Term Incentives (LTI) – 2024 Design and Grants
| Award Type | Weight | Vesting Basis | Vesting Schedule |
|---|---|---|---|
| Performance-Based RSUs | 60% | 3-year relative TSR and ROATCE; payout 50%/100%/150% at 25th/50th/75th percentiles | 100% in 2027; 1-year post-vest holding |
| Time-Based RSUs | 40% | Continued service | 33% in 2025, 2026, 2027; 1-year post-vest holding |
| 2024 LTI Target | Target % of Base | Target $ | Time-Based ($) | Performance-Based ($) |
|---|---|---|---|---|
| Richard M. Adams | 165% | 2,227,231 | 890,892 | 1,336,338 |
| 2024 RSU Share Potential | Time-Based RSUs (#) | Perf RSUs Below Threshold (#) | Threshold (#) | Target (#) | Maximum (#) |
|---|---|---|---|---|---|
| Richard M. Adams | 25,928 | 0 | 19,446 | 38,892 | 58,338 |
| 2022 PSU Earnout (FY22–FY24) | TSR Percentile (50% weight) | ROATCE Percentile (50% weight) | Blended Payout % of Target | Earned vs Target (#) |
|---|---|---|---|---|
| Richard M. Adams | 69th (138%) | 28th (56%) | 97% | 30,016 earned vs 30,976 target |
Equity Ownership & Alignment
| Ownership Detail (as of March 3, 2025) | Amount |
|---|---|
| Beneficial Ownership (Total Shares) | 1,206,562 (0.84% of class) |
| Included within 60 days: Options + accelerated time-based RSUs | 254,726 shares |
| Shared voting/investment power (affiliated holdings) | 29,468 shares |
| Director-level holdings (directors section) | 974,190 shares; 232,372 options/RSUs listed |
- Stock ownership guidelines: CEO 6x base salary; other NEOs 3x; outside directors minimum 5,000 shares+options . Anti-hedging and anti-pledging policy applies (with grandfathered legacy pledges); as of March 3, 2025, pledged shares by Board members and NEOs totaled 0.15% of common shares outstanding (aggregate <1% over the last five years) . Footnotes list pledges for two other directors (Converse 100,000; Winter 112,412); no pledged shares are disclosed for Mr. Adams .
Outstanding Awards and Vesting Schedules
| Award | Key Dates and Terms |
|---|---|
| Time-based RSUs | 2022 grant vests through Feb 22, 2025; 2023 grant through Feb 23, 2026; 2024 grant through Feb 22, 2027; 1-year post-vest holding . |
| Performance-based RSUs | 2024 grant cliff-vests in 2027 based on 3-year relative TSR and ROATCE; 1-year post-vest holding . |
| Stock Options (Select) | 02/24/20: 66,124 @ $32.51, exp. 02/24/30; earlier tranches from 2016–2019 at $35.04–$45.30 expiring 2026–2029 . |
2024 Insider Activity (Supply Considerations)
| Activity | Shares | Value ($) |
|---|---|---|
| Options Exercised | 33,300 | 188,811 |
| Shares Vested (RSUs) | 62,045 | 2,138,248 (vest at $34.49/$34.36/$34.42 on Feb 22/23/24) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Amended Feb 20, 2025; Executive Chairman; term extended through March 31, 2028; base salary $1,438,993; incentive compensation per plans; no base salary decreases during term; incentive payouts by March 15 of third month of following year . |
| Change-of-Control Agreement | Mr. Adams has a CIC agreement; severance equals 3x the sum of base salary and target cash incentive upon voluntary termination within 6 months after CIC, death or disability; equity awards accelerate on CIC; estimated incremental value transfer in CIC termination scenario (as-if on 12/31/2024): $12,102,699; equity value upon CIC/death/disability estimated $4,768,024 . |
| SERP (Supplemental Executive Retirement Plan) | Annual benefit equals 70% of average of three highest base salaries, reduced by social security, pension and certain plan contributions; fully vested; payable upon retirement at 65 or later termination; actuarial present value at 12/31/2024: Pension $1,075,192; SERP $4,711,308; pension payments in last fiscal year $108,964 . |
| Clawback | Adopted Nov 2023; applies to incentive-based compensation received on/after Oct 2, 2023; recoups excess incentive pay upon accounting restatement per NASDAQ rules . |
| Hedging/Pledging | Directors and executive officers prohibited from hedging UBSI stock and from pledging shares (grandfathered legacy pledges; exceptions require Governance Chair and CEO approval) . |
| Ownership Guidelines | CEO 6x base salary; other NEOs 3x; outside directors minimum 5,000 shares+options . |
| Non-Qualified Deferred Compensation | No executive contributions or balances disclosed for Mr. Adams in 2024 (NQDC table shows “—”) . |
Board Governance
- Role: Executive Chairman of UBSI and Chairman of United Bank; chairs the Executive Committee .
- Independence: Governance & Nominating Committee determined Mr. Adams (and Mr. Adams Jr., Mr. Fitzgerald) are not independent due to employment; all Audit, Compensation & Human Capital, Risk, and Governance Committees are entirely independent .
- Lead Independent Director: P. Clinton Winter; leads executive sessions and oversight duties; independent directors held two meetings in 2024; Board met seven times; each incumbent director attended ≥75% of meetings/committees served .
- Director Compensation: Mr. Adams receives no additional board compensation (compensated as NEO); standard director retainers, meeting fees, and restricted stock apply to outside directors .
- Ownership and Risk Oversight: Risk Committee oversees nine risk categories; Compensation Committee reviews pay-risk alignment; Governance Committee oversees leadership structure appropriateness .
Compensation Structure Analysis
- Increased at-risk pay: Committee has been shifting mix toward incentive compensation; target pay performance mix emphasizes performance-based components .
- AIP metrics align to investor/regulatory focus (EPS, ROAA, NPA ratio) with rigorous peer-relative components; 2024 outcomes yielded above-target payouts driven by superior ROAA and asset quality vs peers .
- LTI plan design balances shareholder preferences: three-year ROATCE and TSR relative performance; 1-year post-vest holding mitigates near-term selling; 2024 LTI awarded at target .
- Equity plan governance: 2025 Equity Incentive Plan includes “double-trigger” vesting on CIC, minimum vesting, ban on repricing, no evergreen, no excise tax gross-ups, and clawback; overhang expected at ~3.36% post-approval; historical burn rate ~0.27% .
- Say-on-pay support: 97.58% approval in 2024 (for FY2023 compensation), indicating strong shareholder endorsement .
Related Party Transactions and Red Flags
- Policy in place requiring Audit Committee approval; 2024 transactions with certain directors and affiliates were within independence thresholds or ordinary course (e.g., AFM security services; JRW LLC rent; 1700 K Street Associates lease; prospective CRA investment in FCP fund) .
- Anti-hedging/anti-pledging policy reduces misalignment risk; minimal aggregate pledging (0.15% of outstanding) and grandfathering monitored by governance .
- No delinquent Section 16(a) reports in 2024 per company’s review .
Equity Ownership & Director Service Snapshot
| Item | Detail |
|---|---|
| Director Since | 1984 |
| Executive Committee | Chairman |
| Independence Status | Not independent (executive) |
| Board Leadership Structure | Executive Chairman; Lead Independent Director in place; independent-only key committees |
| Board Attendance | 7 meetings; each incumbent director attended ≥75%; 2 independent director sessions |
| Director Fees | None for Mr. Adams (NEO-compensated); outside director fee/RS awards described |
Investment Implications
- Alignment and retention: Large beneficial ownership (1.21 million shares, 0.84%) and substantial SERP value ($4.71 million) reinforce alignment and retention, while CIC economics (~$12.1 million incremental value transfer) and “double-trigger” vesting reduce forced turnover risk but could represent transaction costs in M&A scenarios .
- Trading signals: 2024 vesting (~62k shares) and option exercises (~33k options) suggest controlled supply; 1-year post-vest holding on RSUs tempers near-term sale pressure; monitor annual RSU vesting cycles and option expirations (2026–2030) for potential liquidity events .
- Pay-for-performance: AIP and LTI constructs tie payouts to EPS, peer-relative ROAA/NPA, and three-year TSR/ROATCE; 2024 outcomes justified above-target cash incentives and at-target LTI; continued outperformance on ROAA/NPA supports premium pay positioning vs peers .
- Governance quality: Independent committees, lead director structure, clawback, anti-hedging/pledging, and prudent equity plan features reduce governance risk; strong say-on-pay support (97.58%) underpins compensation program legitimacy .
- Performance backdrop: Solid core metrics (EPS $2.75; ROAA 1.26%; efficiency 52.67%; NIM 3.49%) and dividend aristocrat-like track record support investor confidence; monitor TSR relative to bank indices given mixed comparative TSR vs peer index in recent period .
Notes:
- All data sourced from United Bankshares, Inc. DEF 14A (April 1, 2025).