W. Mark Tatterson
UNITED BANKSHARES INC/WVAbout W. Mark Tatterson
United Bankshares’ Chief Financial Officer and Treasurer since 2015 (Executive Vice President since 2011) and CFO of United Bank, age 49 as of March 6, 2025, with 27 years at the company . He beneficially owns 157,964 shares (0.11% of outstanding), including 72,294 shares issuable upon options/accelerated RSUs; 89 shares are held with shared voting power . 2024 performance outcomes underpin incentive pay: diluted EPS $2.75, ROAA 1.26% (88th percentile vs peers), Non‑Performing Assets ratio ranked 82nd percentile; company TSR implies $100 invested in 2019 grew to $120.69 by 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bankshares, Inc. | Chief Financial Officer & Treasurer | 2015–present | Finance leadership through superior profitability (EPS $2.75; ROAA 1.26% in 2024) and continued dividend increases |
| United Bankshares, Inc. | Executive Vice President | 2011–present | Executive oversight supporting organic performance and M&A execution (Piedmont Bancorp closed Jan 10, 2025) |
| United Bank (subsidiary) | Chief Financial Officer | Current | Subsidiary CFO responsibilities across reporting, capital and risk |
External Roles
No external public company directorships or outside roles are listed for Tatterson in the executive officers section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 583,077 | 628,846 | 668,750 |
| Stock Awards ($) | 602,328 | 887,156 | 1,023,914 |
| Non‑Equity Incentive ($) | 468,000 | 538,828 | 750,244 |
| Change in Pension Value & NQDC Earnings ($) | — | 187,024 | — (declines not included) |
| All Other Compensation ($) | 49,915 | 48,615 | 37,737 |
| Total ($) | 1,703,320 | 2,290,469 | 2,480,645 |
2024 base salary was increased to $682,500 effective June 1, 2024 (actual paid salary $668,750 reflects partial-year increase) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Performance Measure | Weight | Threshold | Target | Maximum | Actual / Relative Results | Achievement Level |
|---|---|---|---|---|---|---|
| Earnings Per Share | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target and Maximum |
| Return on Average Assets (ROAA) | 40% | 25th pct. | 50th pct. | 75th pct. | 88th percentile | Maximum |
| Non‑Performing Assets Ratio | 20% | 25th pct. | 50th pct. | 75th pct. | 82nd percentile | Maximum |
| Executive | Target (% of Base) | Target ($) | Actual Payout (% of Target) | Actual Payout ($) |
|---|---|---|---|---|
| W. Mark Tatterson | 80% | 546,000 | 137% | 750,244 |
Long‑Term Incentive (LTI) – 2024 Grants (RSUs)
| Component | Weight | Vesting | 2024 Grant ($) | 2024 Grant (# of Shares) |
|---|---|---|---|---|
| Time‑based RSUs | 40% | 33% in 2025, 2026, 2027; 1‑year post‑vest hold | 429,000 | 12,486 |
| Performance‑based RSUs (TSR & ROATCE, 3‑yr relative) | 60% | 100% vest in 2027; 1‑yr post‑vest hold | 643,500 | Threshold 9,364; Target 18,728; Max 28,092 |
| Metric (Perf RSUs) | Measurement | Threshold | Target | Maximum | Payout Scale |
|---|---|---|---|---|---|
| 3‑yr TSR (avg of 3 yrs) | Relative to peers | 25th pct. | 50th pct. | 75th pct. | 50% / 100% / 150% of target |
| 3‑yr ROATCE (avg of 3 yrs) | Relative to peers | 25th pct. | 50th pct. | 75th pct. | 50% / 100% / 150% of target |
Prior Cycle Payout – 2022 Grants (Measured FY2022–FY2024)
| Metric | Weight | Threshold | Target | Maximum | Percentile Rank | Payout (% of Target) |
|---|---|---|---|---|---|---|
| 3‑yr TSR | 50% | 25th | 50th | 75th | 69th | 138% |
| 3‑yr ROATCE | 50% | 25th | 50th | 75th | 28th | 56% |
| Blended Result | — | — | — | — | — | 97% |
| Executive | 2022 Perf RSUs Target (#) | 2022 Perf RSUs Earned (#) |
|---|---|---|
| W. Mark Tatterson | 10,193 | 9,877 |
Equity Ownership & Alignment
Beneficial Ownership and Components
| Item | Amount |
|---|---|
| Shares beneficially owned | 157,964 |
| Ownership as % of common shares outstanding | 0.11% |
| Includes options currently exercisable and accelerated time‑based RSUs upon specified events | 72,294 shares |
| Shared voting / investment power | 89 shares |
Outstanding Equity Awards at 12/31/2024
| Category | Detail |
|---|---|
| Unvested time‑based RSUs (# / $) | 12,486; $468,849 market value at $37.55/share |
| Unearned performance RSUs (target # / $) | 18,728; $703,236 payout value at $37.55/share |
| Stock options exercisable (grant / # / strike / expiry) | 02/29/16: 9,130 @ $35.04 exp. 03/01/26 ; 02/27/17: 12,453 @ $45.30 exp. 02/27/27 ; 02/26/18: 12,453 @ $37.60 exp. 02/26/28 ; 02/25/19: 9,290 @ $38.49 exp. 02/25/29 ; 02/24/20: 17,714 @ $32.51 exp. 02/24/30 |
Insider Activity (2024)
| Activity | Quantity | Value Realized ($) |
|---|---|---|
| Options exercised | 9,130 | 51,767 |
| Shares vested (RSUs) | 19,951 | 687,455 (at vesting prices in Feb 2024) |
Ownership Guidelines, Hedging/Pledging
| Policy | Detail |
|---|---|
| Executive stock ownership guideline | 3x base salary for named executive officers (excluding CEO) |
| Anti‑hedging and pledging | Prohibited for directors and executive officers; grandfathered pre‑2015 pledges remain; aggregate pledged shares by directors/NEOs ~0.15% of outstanding |
| Pledging by Tatterson | No pledge disclosed for Tatterson; pledges noted only for Converse (100,000) and Winter (112,412) in footnotes |
Non‑Qualified Deferred Compensation (NQDC)
| Item | 2024 Amount |
|---|---|
| Executive contributions | 257,137 |
| Aggregate earnings | 148,234 |
| Aggregate balance at FYE | 1,192,006 |
Employment Terms
SERP (Supplemental Executive Retirement Plan) – CFO
| Term | Detail |
|---|---|
| Annual benefit | $110,000 paid monthly over 15 years at eligible age |
| Vesting | 10‑year vesting; fully vested upon involuntary not‑for‑cause termination, change in control, or disability; vested upon voluntary resignation for Good Reason even absent CIC |
| Early termination | Accrued benefit per schedule; commencement varies by separation age (at/after 60 or starts at 60 if earlier) |
| Non‑compete | Waived in specified termination scenarios (CIC, involuntary not‑for‑cause, Good Reason, disability); forfeiture if terminated for Cause |
Equity Acceleration and Change‑in‑Control
- RSU acceleration under current 2020 LTI Plan: all RSUs immediately vest upon a change of control .
- Proposed 2025 Equity Incentive Plan (subject to shareholder approval) incorporates double‑trigger vesting on CIC for future awards and other best‑practice protections (no liberal share recycling, no repricing, clawback, director cap, minimum vesting) .
Potential Incremental Value Transfer (as if event on 12/31/2024)
| Scenario | Amount ($) |
|---|---|
| Retirement during FY2024 | 773,906 |
| Change in Control termination | 2,354,685 |
| Disability | 5,554,749 |
| Death | 3,354,685 |
Clawback
- Company‑wide clawback policy (NASDAQ Section 954 compliant) requires repayment of excess incentive compensation upon accounting restatement; applies to incentive pay received on/after Oct 2, 2023 .
Performance & Track Record
- 2024 outcomes: EPS $2.75; ROAA 1.26% (88th percentile vs peer group); non‑performing assets ratio in 82nd percentile; 51st consecutive annual dividend increase; Piedmont Bancorp acquisition closed Jan 10, 2025 .
- Long‑term TSR (Pay‑vs‑Performance disclosure): $100 invested in UBSI (12/31/2019) → $120.69 at 12/31/2024; peer group $128.84 .
Equity Ownership & Alignment Signals
- Beneficial ownership aligns interests; accelerated vesting mechanics and SERP vesting protections reduce forfeiture risk in adverse scenarios .
- Anti‑hedging/pledging policy and low aggregate pledging mitigate alignment risks; no pledge disclosed for Tatterson .
- Ownership guideline of 3x salary applies; compliance status is not disclosed in the proxy .
Employment & Contracts
- No separate change‑of‑control cash severance agreement is disclosed for the CFO; CIC economics primarily via RSU acceleration and SERP vesting terms .
- Shareholder communications to the Board are channeled through the CFO’s office (illustrating centrality of role) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp weighted to equity (RSUs) and AIP, consistent with Committee’s shift toward performance‑oriented pay .
- AIP metrics centered on EPS, ROAA, and asset quality (NPA), aligning with bank regulatory and investor priorities .
- LTI metrics (TSR, ROATCE) balance shareholder returns with core profitability; prior cycle paid at 97% of target, reflecting mixed TSR/ROATCE relative ranks .
- Clawback and anti‑hedging reinforce discipline; proposed 2025 Plan adds double‑trigger CIC and other safeguards .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, with grandfathered exceptions; aggregate pledging remained low (≤1% over past five years; 0.15% as of March 3, 2025) .
- No related‑party transactions identified for Tatterson; overall related‑party transactions governed by Audit Committee policy .
- Say‑on‑pay approval remained strong at 97.58% in 2024, reducing governance risk around compensation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guideline | 3x base salary for NEOs (excluding CEO) |
| Compliance status | Not disclosed in the proxy |
| Upcoming vesting cadence | Time‑based RSUs from 2024 grant vest 33% in 2025, 2026, 2027; post‑vest 1‑year hold |
| Insider selling pressure indicators | 2024 vesting (19,951 shares) and option exercise (9,130 shares) evidence liquidity events tied to schedules; no hedging/pledging allowed |
Investment Implications
- Pay‑for‑performance alignment: AIP paid 137% of target on above‑target EPS and top‑quartile ROAA/NPA, while LTI emphasizes 3‑year TSR and ROATCE—prior cycle paid at 97% of target (balanced outcomes), supporting disciplined incentive structures .
- Retention risk appears mitigated: SERP vesting protections (including for CIC, disability, involuntary not‑for‑cause) and RSU acceleration under the current plan reduce forfeiture risk; proposed 2025 plan transitions to double‑trigger CIC for future grants, tempering windfalls while preserving retention .
- Trading signals: Scheduled RSU vesting (Feb) and options expiries through 2030 create predictable liquidity events; 2024 saw ~$687k value realized on RSU vesting and ~$52k on option exercises, indicating recurring near‑term sell pressure around vest dates absent 10b5‑1 plans .
- Governance and shareholder support: Strong say‑on‑pay (97.58%) plus anti‑hedging/pledging and clawback provisions lower alignment risks; no pledge disclosed for Tatterson .