Ross M. Draber
UNITED BANKSHARES INC/WVAbout Ross M. Draber
Ross M. Draber is Chief Operating Officer (COO) and Executive Vice President of United Bankshares, Inc. (United) and United Bank, serving as COO since May 11, 2022; age 37 as of the March 3, 2025 record date . Prior roles include Chief Administration Officer of United and COO of United Bank, indicating deep operational oversight across the holding company and bank subsidiary . While United’s proxies do not disclose Draber’s individual compensation, the company’s executive pay program links variable pay to Earnings Per Share (EPS), Return on Average Assets (ROAA), and asset quality, and long‑term equity to relative ROATCE and TSR; in 2024 United delivered EPS of $2.75, ROAA at the 88th percentile, and NPA ratio at the 82nd percentile versus peers, driving above‑target AIP payouts for named executive officers (NEOs) . United has prohibited hedging and pledging (with limited grandfathered exceptions) and adopted a NASDAQ‑compliant clawback policy in November 2023, strengthening alignment and governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bankshares, Inc. | Chief Operating Officer; Executive Vice President | COO since May 11, 2022; EVP since May 11, 2022 | Enterprise operations leadership; senior executive oversight across the holding company |
| United Bank (subsidiary) | Chief Operating Officer | Prior to 2022 (last five years) | Bank‑level operations leadership within United’s core banking subsidiary |
| United Bankshares, Inc. | Chief Administration Officer | Prior to 2022 (last five years) | Administrative and corporate functions oversight supporting enterprise execution |
External Roles
- No external public company directorships or board roles are disclosed in United’s executive officer biographies for Draber .
Fixed Compensation
- Base salary and target/actual annual bonus for Draber are not disclosed in the Summary Compensation Table (he is not classified as an NEO in 2022–2024) .
Performance Compensation
United’s incentive architecture applies to executive officers broadly; individual COO payout detail for Draber is not disclosed.
Annual Incentive Plan (AIP) Framework and 2024 Results
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 Result | Level of Achievement |
|---|---|---|---|---|---|---|
| Earnings Per Share | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target and Maximum |
| Return on Average Assets (peer‑relative) | 40% | 25th percentile | 50th percentile | 75th percentile | 88th percentile | Maximum |
| Non‑Performing Assets Ratio (peer‑relative) | 20% | 25th percentile | 50th percentile | 75th percentile | 82nd percentile | Maximum |
- AIP awards for NEOs paid at 145% of target (Exec Chair, CEO, President), 137% (CFO), and 125% (Chief Risk & Information Officer) for 2024; Draber’s AIP payout was not disclosed .
Long‑Term Incentive (LTI) Design and COO Target Opportunity
| Component | Weight | Vesting | Post‑Vest Holding | Performance Measures | Payout Curve |
|---|---|---|---|---|---|
| Performance‑based RSUs | 60% | Cliff vest after 3‑year performance (grants 2021–2024) | 1‑year holding | Relative ROATCE (50%) and Relative TSR (50%) over 3 years | 50% at threshold (25th pct), 100% at target (50th), 150% at max (75th) |
| Time‑based RSUs | 40% | 33% per year over 3 years | 1‑year holding | Continued service | N/A |
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Under the 2021 LTI redesign, target LTI opportunity was 110% of salary for the Chief Operating Officer (applies to the role), and 150% for the CEO; this mix uses 60% performance RSUs and 40% time RSUs .
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Option grants are no longer issued under LTI due to market practice changes; equity awards utilize RSUs (time/performance) .
Equity Ownership & Alignment
Beneficial Ownership – Non‑Derivative Shares (Ross M. Draber)
| As‑of Date | Direct Common Shares | Indirect – 401(k) |
|---|---|---|
| May 11, 2022 (Form 3) | 14,009.7302 | 3,019.7684 |
| December 31, 2022 (Form 5) | 14,057.9644 | 3,347.8832 |
Derivative/Option Holdings (Ross M. Draber)
| Instrument | Shares | Strike ($) | Expiration |
|---|---|---|---|
| Stock Option | 500 | 26.19 | 02/19/2023 |
| Stock Option | 1,000 | 28.89 | 02/24/2024 |
| Stock Option | 1,453 | 32.51 | 02/24/2030 |
| Stock Option | 2,000 | 35.04 | 03/01/2026 |
| Stock Option | 1,500 | 36.92 | 02/23/2025 |
| Stock Option | 3,000 | 37.60 | 02/26/2028 |
| Stock Option | 3,200 | 38.49 | 02/25/2029 |
| Stock Option | 2,500 | 45.30 | 02/27/2027 |
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Stock ownership requirements: CEO must hold 6x salary; NEOs (excluding CEO) must hold 3x salary. Outside directors must hold ≥5,000 shares. Policy prohibits hedging and pledging; grandfathered pledges exist but were 0.15% of shares outstanding as of March 3, 2025 (aggregate; named pledges disclosed for certain directors, not Draber) .
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Anti‑hedging/pledging policy applies to executive officers; no Draber‑specific pledging disclosed; Section 16 compliance note: Draber did not timely file one report in 2023 (proxy disclosure), a minor procedural issue .
Employment Terms
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Employment agreements: Change‑of‑control agreements are disclosed for the Executive Chairman, CEO, and President; none are disclosed for the COO (Draber) .
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RSU vesting and change‑of‑control:
- 2020 LTI Plan grants (2021–2024): All RSUs immediately vest upon a change of control; performance RSUs vest based on three‑year ROATCE and TSR relative to peers .
- 2025 Equity Plan: Double‑trigger vesting—awards accelerate only upon a qualifying termination within two years post‑change of control; performance awards deemed earned at the greater of target or actual at change‑in‑control, then subject to time‑based vesting .
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Clawback: NASDAQ‑compliant clawback policy approved in November 2023 applies to incentive compensation received on/after October 2, 2023; prior awards are subject to 2020 LTI clawback provisions .
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Plan provisions: No excise tax gross‑ups; no option/SAR repricing without shareholder approval; minimum vesting ≥12 months; no dividends on unvested awards; FDIC golden parachute constraints apply .
Investment Implications
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Pay‑for‑performance alignment: Draber’s role is governed by a program that ties short‑term cash to EPS, ROAA, and asset quality, and long‑term equity to three‑year relative ROATCE and TSR—supporting multi‑year alignment. United’s strong 2024 metrics (EPS $2.75; ROAA 88th percentile; NPA 82nd percentile) translated to above‑target payouts for NEOs, indicating a high‑beta incentive to peer‑relative performance .
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Vesting and selling pressure: Time‑based RSUs vest 33% annually over three years and performance RSUs cliff‑vest after three years with a further 1‑year post‑vest holding; this structure moderates near‑term selling pressure and supports retention through multi‑year hurdles .
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Governance and risk: Prohibitions on hedging/pledging and adoption of a robust clawback reduce behavioral risk; aggregate pledging remains immaterial (0.15% of shares outstanding), with no pledges disclosed for Draber . A single late Section 16 filing in 2023 is a minor process red flag without economic impact .
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Disclosure and retention: As a non‑NEO, Draber’s specific cash/equity targets and severance/CIC economics are not disclosed; retention relies on standard plan features (multi‑year RSU vesting and double‑trigger CIC under the new 2025 plan), with historical 2020 plan terms providing single‑trigger vesting on CIC for legacy grants .
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Structural shift: United discontinued stock options in favor of RSUs, lowering risk and dilution while preserving performance linkage via ROATCE/TSR, which generally enhances alignment for operating executives like the COO .
Net: Incentive mechanics and governance controls (peer‑relative performance, clawback, anti‑hedging/pledging, multi‑year vesting) suggest strong alignment signals; limited disclosure of COO‑specific severance/CIC terms tempers certainty on downside protection and retention economics. Monitoring upcoming RSU vest cliffs and any Section 16 trading plans will be key for assessing near‑term selling pressure and signals.
Sources
- Executive officer biographies and roles
- AIP metrics and 2024 results
- LTI design, vesting, and performance measures
- Change‑of‑control agreements and plan terms
- Anti‑hedging/pledging and ownership requirements
- NEO compensation components overview
- Draber Section 16 compliance note
- Draber Form 3 and Form 5 beneficial ownership and options
- 2021 LTI target opportunity for COO (role category)