Richard M. Adams, Jr.
UNITED BANKSHARES INC/WVAbout Richard M. Adams, Jr.
Richard M. Adams, Jr. is the Chief Executive Officer of United Bankshares, Inc. (UBSI), age 56, serving as CEO since April 1, 2022 after seven years as President; he joined United in 1994 and has served in managerial roles for ~30 years, with a legal background (Washington & Lee School of Law; WV State Bar; American Bar Association) . UBSI’s 2024 performance under his leadership included diluted EPS of $2.75, ROAA 1.26% (88th percentile vs proxy peers), NIM (FTE) 3.49%, efficiency ratio 52.67%, non-performing assets to total assets 0.25% (82nd percentile), and the 51st consecutive annual dividend increase; Adams, Jr. received an “overall excellent” CEO performance rating for 2024 . Board leadership is split between Executive Chairman (Richard M. Adams, Sr.) and CEO (Adams, Jr.), with a designated Lead Independent Director and supermajority-independent board to mitigate dual-role risks; Adams, Jr. is not independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bankshares, Inc. | Executive Vice President | 2000–2014 | Senior management; prepared for CEO role |
| United Bankshares, Inc. | President | 2014–2022 | Oversaw day-to-day banking operations across sales/service lines, lending, retail banking, wealth management |
| United Bankshares, Inc. | Chief Executive Officer | 2022–Present | Led performance above peers; executed Piedmont Bancorp acquisition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virginia Bankers Association | Director | Current (years not disclosed) | Industry governance and advocacy |
| Bank Policy Institute; American Bankers Council; Mid-Size Bank Coalition of America; Federal City Council; Greenbrier Health & Wellness Advisory Council | Member | Not disclosed | Policy engagement, mid-size bank coalition voice |
| WV Bankers Association; WV Bankers Trust Division | Past Chairman | Not disclosed | Regional banking leadership experience |
| Energy Services of America, Inc. | Former Director | Not disclosed | Broader public company oversight experience |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 834,077 | 978,846 | 1,057,692 |
| Bonus ($) | — | 500,000 | — |
| All Other Compensation ($) | 76,158 | 59,296 | 85,670 |
| Perquisites detail (2024) | — | — | Country club memberships $43,584; auto use; 401(k) match $17,250; health premiums $20,487 |
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 727,096 | 1,638,745 | 2,386,712 |
| Non-Equity Incentive (AIP) ($) | 1,026,000 | 1,087,586 | 1,992,222 |
Annual Incentive Plan (AIP) – 2024 design and outcome
| Metric | Weight | Threshold | Target | Maximum | Actual / Relative | Achievement |
|---|---|---|---|---|---|---|
| EPS (diluted) | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target and Max |
| ROAA (peer percentile) | 40% | 25th | 50th | 75th | 88th percentile | Maximum |
| Non-Performing Assets Ratio (peer percentile) | 20% | 25th | 50th | 75th | 82nd percentile | Maximum |
| AIP detail | FY 2024 |
|---|---|
| CEO Target (% of base) | 125%; target $1,375,000 |
| Payout vs Target | 145% |
| Actual Payout ($) | 1,992,222 |
Long-Term Incentives (LTI)
| Element | Design | Vesting | 2024 Target Award | 2024 Grants (shares) |
|---|---|---|---|---|
| Performance-based RSUs (PSUs) | 60% weight; 3-year relative TSR and ROATCE; payout 50%-150% of target | Cliff vest in 2027; 1-year post-vest hold | $1,500,000 | Target 43,655 |
| Time-based RSUs | 40% weight | 33% vest in 2025/2026/2027; 1-year post-vest hold | $1,000,000 | 29,104 |
| CEO Total LTI Target | 250% of base salary ($2,500,000) | As above | $2,500,000 | See above |
2022 PSU payout settled “between threshold and target” (blended 97% of target); CEO earned 11,923 shares vs 12,304 target .
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (shares) | 265,215 (0.18% of class) as of March 3, 2025 |
| Includes options/accelerated time-based RSUs | 101,788 shares included for options/accelerated RSUs |
| Options outstanding (exercisable) | 76,975 total across 2016–2020 grants |
| Unvested time-based RSUs | 2,735 (2022); 10,820 (2023); 29,104 (2024) = 42,659 |
| Unearned performance-based RSUs (open cycles) | 12,304 (2022); 24,341 (2023); 43,655 (2024) = 80,300 |
| Option exercises in 2024 | 11,100 options; value realized $62,937 |
| Stock vested in 2024 | 27,132 shares; value realized $934,736 |
| Pledging/Hedging | Company prohibits hedging/pledging (grandfathered exceptions); aggregate pledged shares by Board/NEOs 0.15% of common; no pledges disclosed for Adams, Jr. |
| Ownership guidelines | CEO must hold ≥6x base salary in shares/options; compliance status not disclosed |
Employment Terms
| Item | Terms |
|---|---|
| Change of Control Agreement | Severance equals monthly base salary times months remaining to 36 months post-CIC; pro-rata AIP; benefits continuation up to 36 months; accelerated vesting of unvested equity on CIC, retirement, death, disability (2020 LTI) |
| CIC incremental value (modeled at 12/31/24) | $9,353,571 (SEC-required scenario assumptions) |
| Retirement incremental value (modeled) | $1,601,845 (time-based RSUs; SEC-required scenario assumptions) |
| Disability/Death incremental values (modeled) | Disability $6,417,146; Death $5,617,110 |
| Clawback policy | Adopted Nov 2023; applies to incentive comp received on/after Oct 2, 2023; restatement-triggered recovery; NASDAQ 954 compliant |
| SERP (supplemental retirement) | $100,000 annually for 15 years; vesting enhancements on CIC/Good Reason/No-cause involuntary; present value $1,017,158; credited service 21 years |
| Pension plan | Present value $934,576; credited service 30 years |
| Non-qualified deferred comp | Aggregate earnings in FY2024 $49,335; balance $1,142,331 |
Board Governance and Director Service
- Board: One class, 15 directors; Adams, Jr. is a director since 2022 and Vice-Chairman of United Bank; not independent per NASDAQ/SEC criteria .
- Committees: Member of the Executive Committee; not compensated for board or committee service; independent committees (Audit, Compensation & Human Capital, Risk, Governance) comprised solely of independent directors .
- Lead Independent Director: P. Clinton Winter; independent oversight includes executive sessions and agenda-setting .
- Board attendance: Each incumbent director attended ≥75% of Board and committee meetings in 2024; all 14 attended 2024 Annual Meeting .
- Minimum stock ownership: CEO ≥6x salary; outside directors ≥5,000 shares/options .
Compensation Policy and Peer Benchmarking
- Philosophy: Increased mix toward incentives; balance risk/reward; aligns with shareholder interests; committee discretion retained .
- 2024 Peer Group: 17 banks, average market cap ~$4.5B vs UBSI $4.8B when set (Feb 2024) .
- Say-on-pay: 97.58% approval in 2024 (for 2023 compensation) .
Compensation Structure Analysis
- Mix shift: Emphasis on variable pay; CEO 2024 target pay mix shows heavier weighting to incentives and equity vs salary .
- AIP rigor: Multi-metric with peer-relative risk/asset quality components; 2024 payout 145% reflects performance above targets/peers .
- LTI terms: 60% PSUs on relative TSR/ROATCE over 3 years; one-year post-vest holding; 2024 grants at target; 2022 PSU payout < target, demonstrating payout symmetry .
- Equity plan governance: 2025 Equity Incentive Plan proposes double-trigger vesting on CIC; prudent share reserve (3.0M), burn rate 0.27% avg 2022–2024, overhang modeled at 3.36% .
Risk Indicators & Red Flags
- Pledging/Hedging: Policy prohibits hedging/pledging (grandfathered legacy pledges); no pledges noted for Adams, Jr. .
- Related party: Family relationship noted (father-son with Executive Chairman); independence mitigants include Lead Independent Director, supermajority independent board, executive sessions .
- Clawback: Robust, NASDAQ-compliant .
- Director compensation: CEO receives no director fees, avoiding dual-compensation concerns .
Equity Ownership & Vesting Schedules (detail)
| Category | Shares/Units | Vesting/Terms |
|---|---|---|
| Exercisable options (2016–2020) | 76,975 | Expire 2026–2030; strikes $32.51–$45.30 |
| Time-based RSUs (unvested) | 42,659 | 33% in 2025, 2026, 2027; 1-year hold |
| Performance-based RSUs (unearned) | 80,300 | 3-year measurement; vest in 2027; 1-year hold |
| 2024 exercises/vests | Exercised 11,100 options; vested 27,132 RS/RSUs | Values realized $62,937 and $934,736, respectively |
Board Service History, Committees, and Dual-role Implications
- Service history: Director since 2022; also Vice-Chairman of United Bank .
- Committee roles: Executive Committee member; other committees are independent-only (Audit, Compensation & Human Capital, Risk, Governance) .
- Independence and dual role: Determined not independent due to current employment; Board separates Executive Chairman and CEO roles, designates a Lead Independent Director, holds executive sessions, and maintains supermajority independence to offset potential CEO/director dual-role concerns .
Investment Implications
- Pay-for-performance alignment: AIP tied to EPS/ROAA/asset quality with peer-relative hurdles; 2024 payout above target driven by EPS beat and superior ROAA/NPA percentiles, signaling disciplined performance orientation .
- Retention and selling pressure: Significant outstanding unvested/uneared RSUs (≈123k units) and exercisable options (≈77k) create a multi-year vesting cadence; 2024 vest/exercise activity was modest relative to outstanding, moderating near-term insider selling pressure .
- Change-in-control risk/reward: 2020 LTI features single-trigger vesting on CIC, but proposed 2025 plan moves to double-trigger, reducing windfall risk; CIC agreement effectively provides ~36 months of base salary plus equity acceleration, which is protective but standard for peers .
- Governance mitigants: Strong independent committee structure and anti-hedging/pledging policy support alignment and reduce risk of adverse trading signals; family relationship is disclosed and offset by governance practices .