DEF 14A

Present Position

Principal Occupation and

Banking Experience During

the Last Five Years ⁽¹⁾

Richard M. Adams

Executive Chairman since April 1, 2022 – United; Chairman of the Board – United Bank, a subsidiary of United

Executive Chairman – United; Chairman of the Board – United Bank; Chairman of the Board & Chief Executive Officer – United; Chairman of the Board & Chief Executive Officer – United Bank, Inc., a former subsidiary of United

Richard M. Adams, Jr.

Chief Executive Officer since April 1, 2022 – United; Vice Chairman – United Bank

Chief Executive Officer – United; Vice Chairman – United Bank; President – United; President – United Bank, Inc.

DEF 14A 1 d235575ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

United Bankshares, Inc.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2022 Annual Meeting of Shareholders of UNITED BANKSHARES, INC. (“United”) will be held on Wednesday, May 11, 2022 at 4:00 p.m., Eastern Time (the “Annual Meeting”). Due to the public health concerns resulting from the coronavirus (COVID-19) pandemic and to support the health and well-being of our employees, shareholders, and our community, this year’s Annual Meeting will once again be a completely virtual meeting of shareholders, which will be conducted solely online via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting: www.meetnow.global/MA9TLDJ at the meeting date and time described in the accompanying proxy statement. You also will be able to vote your shares online by attending the Annual Meeting by webcast. Because the Annual Meeting is virtual and being conducted via live webcast, shareholders will not be able to attend the Annual Meeting in person. It is important to note that shareholders have the same rights and opportunities by participating in a virtual meeting as they would if attending an in-person meeting. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world.

At the Annual Meeting, shareholder will be asked to consider and vote upon the following matters:

1. To elect fifteen (15) persons to serve as directors of United. The nominees selected by the current Board of Directors are listed in the accompanying Proxy Statement for this Annual Meeting.

2. To ratify the selection of Ernst & Young LLP to act as the independent registered public accounting firm for 2022.

3. To approve, on an advisory basis, the compensation of United’s named executive officers.

The close of business on March 3, 2022, has been fixed by the Board of Directors as the record date for determining the shareholders entitled to notice of and to vote at this Annual Meeting. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Your vote is extremely important to us. You may vote via telephone or over the internet, as well as by mailing the enclosed proxy card. Please see the proxy card or page 2 of the attached proxy statement for instructions on these methods of voting.

WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY OR VOTE BY TELEPHONE OR OVER THE INTERNET AS PROMPTLY AS POSSIBLE REGARDLESS OF YOUR PLANS TO ATTEND THE ONLINE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME AND VOTE ONLINE THROUGH THE WEB PAGE.

TWO INDIVIDUALS, WHO ARE NOT DIRECTORS OF UNITED, HAVE BEEN NAMED IN THE PROXY TO VOTE THE SHARES REPRESENTED BY PROXY. IF YOU WISH TO CHOOSE SOME OTHER PERSON TO ACT AS YOUR PROXY, MARK OUT THE PRINTED NAME AND WRITE IN THE NAME OF THE PERSON YOU SELECT.

By Order of the Board of Directors

LOGO

Richard M. Adams

Executive Chairman

April 1, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 11, 2022

This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021

and our 2021 Annual Report, are available free of charge on the following website: www.ubsi-inc.com.

UNITED BANKSHARES, INC.

2022 PROXY STATEMENT

TABLE OF CONTENTS


	Page
PROXY STATEMENT		1

VOTING INFORMATION		1

PROPOSAL 1: ELECTION OF DIRECTORS		5

DIRECTORS WHOSE TERMS EXPIRE IN 2022 AND NOMINEES FOR DIRECTORS		7

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		13

GOVERNANCE OF THE COMPANY		15

CORPORATE SOCIAL RESPONSIBILITY		25

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		31

AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		32

PROPOSAL 3: APPROVAL OF, ON AN ADVISORY BASIS, THE COMPENSATION OF UNITED’S NAMED EXECUTIVE OFFICERS		33

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)		34

EXECUTIVE COMPENSATION		48

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION		66

REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATIONS OF DIRECTORS, AND OTHER BUSINESS OF SHAREHOLDERS		66

FORM 10-K		68

United Bankshares, Inc.

P.O. Box 1508

United Square

Fifth and Avery Streets

Parkersburg, West Virginia 26101

PROXY STATEMENT

General Information

These proxy materials are delivered in connection with the solicitation by the Board of Directors of United Bankshares, Inc. (“United,” the “Company,” “we,” or “us”), a West Virginia corporation, of proxies to be voted at our 2022 Annual Meeting of Shareholders and at any adjournment or postponement.

You are invited to attend the 2022 Annual Meeting of Shareholders on May 11, 2022, beginning at 4:00 p.m. Eastern Time. Due to the public health concerns of the coronavirus (“COVID-19”) pandemic and to support the health and well-being of our employees, shareholders, and our community, the 2022 Annual Meeting of Shareholders will once again be a completely virtual meeting of shareholders, which will be conducted exclusively online via live webcast. You will be able to attend and participate in the Annual Meeting, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MA9TLDJ on May 11, 2022 at 4:00 p.m., Eastern Time. It is important to note that shareholders have the same rights and opportunities by participating in a virtual meeting as they would if attending an in-person meeting.

This proxy statement, form of proxy and voting instructions are being mailed on or about April 1, 2022.

VOTING INFORMATION

Shareholders Entitled to Vote

Holders of record of United common shares at the close of business on March 3, 2022, are entitled to receive this notice and to vote their shares electronically at the Annual Meeting. As of that date, there were 136,574,781 common shares outstanding. Each common share is entitled to one vote on each matter properly brought before the Annual Meeting.

How You Can Vote

Shareholders of record may vote their shares electronically at the virtual Annual Meeting or may vote by proxy by mail, by telephone or by Internet.

Proxies may be revoked at any time before they are exercised by (1) written notice to the Secretary of the Company, (2) timely delivery of a valid, later-dated proxy or (3) voting electronically at the Annual Meeting.

You may save us the expense of a second mailing by voting promptly. Choose one of the following voting methods to cast your vote.

Vote By Mail

If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to us in the postage-paid envelope provided.

Vote By Telephone or Internet

If you have telephone or Internet access, you may submit your proxy by following the instructions on the proxy card.

Vote at the Annual Meeting

The method by which you vote now will in no way limit your right to vote electronically at the Annual Meeting if you later decide to attend the virtual Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote online at the Annual Meeting.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Voting on Other Matters

If any other matters are properly presented for consideration at the Annual Meeting, the persons named in the enclosed form of proxy intend to exercise their discretionary authority in accordance with applicable federal and state laws and regulations to vote on those matters for you. On the date this proxy statement went to press, we do not know of any other matter to be raised at the Annual Meeting.

Required Vote and Cumulative Voting

The presence, online at the Annual Meeting or by proxy, of the holders of a majority of all of the shares of stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

A plurality of the votes cast is required for the election of directors. Abstentions and broker “non-votes” are not counted for purposes of the election of directors.

In the election of directors, shareholders cast one (1) vote for each nominee for each share held. However, every shareholder has the right of cumulative voting, in person or by proxy, in the election of directors. Cumulative voting gives each shareholder the right to aggregate all votes which he or she is entitled to cast in the election of directors and to cast all such votes for one candidate or distribute them among as many candidates and in such a manner as the shareholder desires.

At our 2022 Annual Meeting, the number of directors to be elected will be fifteen (15), and each shareholder will have the right to cast fifteen (15) votes in the election of directors for each share of stock held on the record date. If you wish to exercise, by proxy, your right to cumulative voting in the election of

directors, you must provide a proxy showing how your votes are to be distributed among one or more candidates. Unless contrary instructions are given by a shareholder who signs and returns a proxy, all votes for the election of directors represented by such proxy will be divided equally among the nominees to be elected. If cumulative voting is invoked by any shareholder, the vote represented by the proxies delivered pursuant to this solicitation, which does not contain contrary instructions, may be cumulated at the discretion of the Board of Directors of United Bankshares, Inc. in order to elect to the Board of Directors the maximum number of nominees named in this proxy statement.

With respect to (i) the ratification of the selection of Ernst & Young LLP to act as the independent registered public accounting firm for the fiscal year that began January 1, 2022, and (ii) the nonbinding resolution to approve the compensation of United’s named executive officers, if a quorum exists, the affirmative vote of a majority of the votes cast is required for approval of such matters. In voting for these matters, shares may be voted “for” or “against” or “abstain”. In determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker “non-votes” will be disregarded and have no effect on the outcome of the vote.

On March 3, 2022, there were 136,574,781 shares of common stock outstanding that are held by approximately 9,545 shareholders of record and 47,923 shareholders in street name. The presence electronically at the meeting or by proxy of a majority of the outstanding shares of United Bankshares, Inc. will constitute a quorum at the Annual Meeting.

Attending the Virtual Annual Meeting

The 2022 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting: www.meetnow.global/MA9TLDJ. You also will be able to vote your shares online by attending the Annual Meeting by webcast.

To participate in the Annual Meeting, you will need to review the information included on your Notice, proxy card or on the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 4:00 p.m. on May 11, 2022, Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check-in process. Please follow the registration instructions as outlined in this proxy statement.

You may submit questions beginning on May 10, 2022 or during the Annual Meeting by going to the virtual meeting site at www.meetnow.global/MA9TLDJ. Once logged in, click on the Q&A tab on the right to type in your question, then click Send to submit. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. The meeting is not to be used as a forum to present personal matters, or general economic, political or other views that are not directly related to the business of United and the matters properly before the meeting, and therefore questions on such matters will not be answered.

Trouble Accessing the Annual Meeting Virtually

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416.

How to Register to Attend the Annual Meeting Virtually on the Internet

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your United holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 8, 2022.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

By mail: Computershare

United Bankshares, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Cost of Proxy Solicitation

We will bear the entire cost of soliciting proxies from our shareholders. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission, or facsimile transmission. United has retained Georgeson LLC of New York, New York (“Georgeson”) pursuant to a retention letter dated February 22, 2022, to assist in soliciting proxies from institutional investors, nominee accounts and beneficial holders. United is not retaining Georgeson to solicit proxies from registered holders or from non-objecting beneficial owners. Georgeson’s fee for the above services is $8,500 plus reasonable disbursements that may include the broker search, printing, postage, courier charges, filing reports, data transmissions and other expenses approved by United.

In order to facilitate and expedite distribution of these proxy solicitation materials to brokers, fiduciaries, nominee holders and institutional investors, United has retained Proxy Express of Lyndhurst, New

Jersey. Proxy Express will contact all broker and other nominee accounts identified on United’s shareholder mailing list in order to facilitate determination of the number of sets of proxy materials such accounts require for purposes of forwarding the same to beneficial owners. Brokers, fiduciaries, custodians and other nominees have been requested to forward solicitation materials to the beneficial owners of the Company’s common stock. Upon request we will reimburse these entities for their reasonable expenses. Proxy Express will then assist in the delivery of proxy materials to these accounts for distribution. Proxy Express will also assist in the distribution of proxy materials to institutional investors.

Delivery of Proxy Materials

To reduce the expenses of delivering duplicate proxy materials to our shareholders, we are relying upon Securities and Exchange Commission (“SEC”) rules that permit us to deliver only one proxy statement and annual report to multiple shareholders who share an address unless we received contrary instructions from any shareholders at that address. If you share an address with another shareholder and have received only one proxy statement and annual report, you may write or call us as specified below to request a separate copy of these materials and we will promptly send them to you at no cost to you. For future meetings, if you hold shares directly registered in your own name, you may request separate copies of our proxy statement and annual report, or request that we send only one set of these materials to you if you are receiving multiple copies, by contacting us at: United Bankshares, Inc., Shareholder Relations Department, 514 Market Street, Parkersburg, WV 26102 or by telephoning us at (304) 424-8800.

List of Shareholders

If a shareholder requests a list of shareholders entitled to vote at the 2022 Annual Meeting for purposes of soliciting the shareholders or sending a written communication to the shareholders, then the Company will either (i) provide the list to the requesting shareholder upon receipt of an affidavit of the requesting shareholder that he will not use the list for any purpose other than to solicit shareholders with respect to the 2022 Annual Meeting; or (ii) mail the requesting shareholder’s materials to the shareholders.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors consists of one class of fifteen (15) directors. Fifteen (15) directors will be elected at our 2022 Annual Meeting to serve for a one-year term expiring at our Annual Meeting in the year 2023. The Company’s Restated Bylaws provide that the number of directors shall be at least five (5) and no more than thirty-five (35) with the composition and number of nominees to be set at the discretion of the Board of Directors. For the election of directors at the 2022 Annual Meeting, the Board of Directors established the composition and number of directors to be elected at fifteen (15).

The persons named in the enclosed proxy intend to vote the proxy for the election of each of the fifteen (15) nominees, unless you indicate on the proxy card that your vote should be withheld from any or all of such nominees. Each nominee elected as a director will continue in office until his successor has been elected or until his death, resignation or retirement.

The Board of Directors has proposed the following nominees for election as directors with terms expiring in 2023 at the Annual Meeting: Richard M. Adams, Richard M. Adams, Jr., Charles L. Capito, Jr., Peter A. Converse, Michael P. Fitzgerald, Dr. Patrice A. Harris, Diana Lewis Jackson, J. Paul McNamara, Mark R. Nesselroad, Jerold L. Rexroad, Lacy I. Rice, III, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter. Except for Ms. Jackson and Mr. Rice, all of the nominees are directors standing for re-election.

We expect each nominee for election as a director to be able to serve if elected. To the extent permitted under applicable law, if any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

The principal occupation, current public company directorships and public company directorships held at any time during the past five years, share holdings and the specific experience, qualifications, attributes and skills considered by the Board in concluding that the nominees are qualified to serve as a director of the Company are set forth on the following pages.


2022 Director Nominee Overview
Name	Age	Gender	Ethnicity	Director Since	Principal Experience/Occupation
Richard M. Adams	75	M	White	1984	Executive Chairman, United Bankshares, Inc.
Richard M. Adams, Jr.	53	M	White	2022	CEO, United Bankshares, Inc.
Charles L. Capito, Jr.	67	M	White	2021	Former Managing Director, Wells Fargo Advisors
Peter A. Converse	71	M	White	2014	Former President & CEO, Virginia Commerce Bancorp, Inc.
Michael P. Fitzgerald	65	M	White	2016	Former Co-Founder, Chairman, CEO & President, Bank of Georgetown
Patrice A. Harris, MD, MA, FAPA	62	F	African American	2020	Psychiatrist & CEO of eMed
Diana Lewis Jackson	59	F	African American	—	President & Founder of Action Facilities Management
J. Paul McNamara	73	M	White	2003	Chairman of Potomac Advisors
Mark R. Nesselroad	66	M	White	2011	CEO of Glenmark Holding LLC
Jerold L. Rexroad	61	M	White	2020	EVP, United Bankshares, Inc.
Lacy I. Rice, III	60	M	White	—	Co-Founder & Managing Partner, Federal Capital Partners
Albert H. Small, Jr.	65	M	White	2018	Founder & President of Renaissance Centro Inc., LLC
Mary K. Weddle	72	F	White	2004	CPA & Former EVP of The Long & Foster Companies
Gary G. White	72	M	White	2008	Business Consultant
P. Clinton Winter	74	M	White	1996	President of Bray & Oakley Insurance Agency, Inc.

The Board of Directors recommends a vote “FOR” the election of each of these nominees for Director.

DIRECTORS WHOSE TERMS EXPIRE IN 2022 AND NOMINEES FOR DIRECTORS

Amount of Beneficial

Ownership of Shares of

Common Stock and Options^(c)

Name, Age, Principal Occupation and Directorships for the Last Five Years and
Experience, Qualifications and Skills^(d)

Shares^(a)

Options^(b)

RICHARD M. ADAMS, 75, is the Executive Chairman of United and the Chairman of the Board of United Bank. Mr. Adams previously served as the Chairman of the Board and Chief Executive Officer of United from 1984 until March 31, 2022. Mr. Adams also served as the Chairman of the Board and Chief Executive Officer of United Bank, Inc., a former subsidiary of United, Chief Executive Officer of The Parkersburg National Bank (“PNB”), the predecessor to United, from 1975 to 1984, and as the Chairman of the Board of PNB from 1976 to 1984. Mr. Adams has been a director of the Company since 1984.

840,306

290,729

Mr. Adams has worked in the banking industry for more than 50 years and successfully served as the Company’s Chairman and Chief Executive Officer for 45 years before becoming Executive Chairman. While Chairman and Chief Executive Officer, Mr. Adams guided the Company through 33 acquisitions, growing the Company from a single-office $100 million bank to approximately 250 offices in eight (8) states and Washington, D.C. with $29.3 billion in assets. Mr. Adams has the experience and expertise necessary to understand the opportunities and challenges facing the Company as Executive Chairman. Mr. Adams is very familiar with the Company’s business, industry, regulatory requirements, and markets. Mr. Adams is a member of the Bank Policy Institute, the World President’s Organization, and is a board member of the West Virginia United Health System and the West Virginia Chamber of Commerce. Adams is a past Chairman of the Board of Directors of the West Virginia Business Roundtable, the West Virginia Chamber of Commerce, West Virginia Kids Count, and Eastern States Bankcard Association in New York. He has been a member of the International Financial Conference and has served on the American Bankers Association Governing Council. Adams has also served on the Board of the Federal Reserve Bank, the Office of the Comptroller of the Currency Regional Advisory Council, the Young President’s Organization of America, and the Rotary Club. Mr. Adams also serves as Chairman of the Executive Committee.

RICHARD M. ADAMS, JR., 53, is the Chief Executive Officer of United and the Vice-Chairman of United Bank. Mr. Adams, Jr. previously served as President of United from 2014 until March 31, 2022 and as an Executive Vice-President of United from 2000 to 2014. Mr. Adams, Jr. also served as President of United Bank, Inc. Mr. Adams, Jr. was appointed a director of the Company and United Bank on April 1, 2022.

99,234

96,299

Mr. Adams, Jr. has successfully served as the Company’s President for over 7 years and has served in a managerial capacity at the Company for over 21 years. In his role as President of United, Mr. Adams, Jr. was responsible for overseeing the operation of day-to-day banking activities including all sales and service lines of business, including commercial and consumer lending, retail banking and wealth management. Mr. Adams, Jr. has the banking experience and expertise necessary to understand the opportunities and challenges facing the Company, and he possesses the requisite leadership and management skills to promote and execute the Company’s values and strategy. Prior to joining United, Adams, Jr. worked as an associate at Bowles Rice, LLP and practiced law in the areas of Commercial Law, Real Estate, Employment Law and Litigation. Mr. Adams, Jr. received his law degree from the Washington and Lee School of Law and is a member of the West Virginia State Bar Association and the American Bar Association. Mr. Adams, Jr., is active in several community and industry based organizations, including the Federal City Council, the Financial Services Roundtable, the American Bankers Council, the Mid-Size Bank Coalition of America, and the Greenbrier Health and Wellness Advisory Council. Mr. Adams, Jr. currently serves on the Board of Directors for the Virginia Bankers Association and is also a past Chairman of the West Virginia Bankers Association and the West Virginia Bankers Trust Division. Mr. Adams, Jr. is a former director of Energy Services of America, Inc. Mr. Adams, Jr. is a member of the Executive Committee.



DIRECTORS WHOSE TERMS EXPIRE IN 2022 AND NOMINEES FOR DIRECTORS

	Amount of Beneficial Ownership of Shares of Common Stock and Options^(c)

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills^(d)	Shares^(a)		Options^(b)		%

CHARLES L. CAPITO, JR., 67, is the former Managing Director of the Wells Fargo Advisors Complex in West Virginia. Mr. Capito is a director of United Bank. Mr. Capito has been a director of the Company since 2021.		7,460		—	*

Mr. Capito is highly credentialed as a finance executive, financial advisor and has overseen the management of billions of dollars in assets throughout his career. While at Wells Fargo, Mr. Capito was responsible for managing seven offices. In this capacity, Mr. Capito was responsible for the prudent management of the firm’s resources, building local partnerships and recruiting talent while creating an inclusive environment of teamwork and innovation. Prior to his position with Wells Fargo, Mr. Capito was an Executive Vice President and Director of Business Development for United Bank where he provided leadership for the implementation of sales initiatives and other private wealth management strategies. While at United Bank, Mr. Capito served as a member of the United Brokerage Services, Inc. board. Mr. Capito currently serves as the President of the Board for the Congressional Club Museum and Foundation in Washington, D.C., is a member on the West Virginia University Board of Governors, and is a trustee and Audit Committee Chairman for both the Charleston Area Medical Center, Inc. and the CAMC Health Systems, Inc.

PETER A. CONVERSE, 71, is the former President and Chief Executive Officer of Virginia Commerce Bancorp, Inc. and Virginia Commerce Bank. Mr. Converse is a director of United Bank. Mr. Converse has been a director of the Company since 2014.		435,819		—	*

Mr. Converse has extensive community banking experience of over 40 years in the Washington, D.C. area. He served as President, Chief Executive Officer and a director of Virginia Commerce Bancorp, Inc. for 20 years until January 2014 when Virginia Commerce Bancorp, Inc. was acquired by United. Prior to that, Mr. Converse was the Senior Vice President/Chief Lending Officer for Federal Capital Bank from March 1992 to December 1993; Senior Vice President of Bank of Maryland from October 1990 to March 1992; and Executive Vice President/Chief Lending Officer for Century National Bank from May 1986 to July 1990 and Senior Vice President/Chief Lending Officer for Central National Bank from July 1979 to April 1986. Mr. Converse is a member of the Executive Committee.

MICHAEL P. FITZGERALD, 65, is the former Co-Founder, Chairman, Chief Executive Officer and President of Bank of Georgetown. Mr. Fitzgerald is Vice Chairman and a director of United Bank. Mr. Fitzgerald is the former President of United Bank. Mr. Fitzgerald has been a director of the Company since 2016.		207,984		—	*

Mr. Fitzgerald has nearly 40 years of experience helping businesses achieve their financial goals through his work in the Washington, D.C. area commercial banking industry. His career prior to Bank of Georgetown included a variety of senior executive roles at some of the region’s most prestigious banking institutions. He served as Senior Vice President of Sequoia Bank (and subsequently United Bank post-merger) with responsibilities for all commercial banking operations in Maryland as well as oversight of government contractor banking efforts throughout the region. Mr. Fitzgerald began his banking career with Riggs Bank, where for 15 years he served in several capacities including Corporate Banking, Special Assistant to the Chairman, and President and Chief Executive Officer of The Riggs National Bank of Maryland. He is a former director of the Federal Home Loan Bank of Atlanta.



DIRECTORS WHOSE TERMS EXPIRE IN 2022 AND NOMINEES FOR DIRECTORS

	Amount of Beneficial Ownership of Shares of Common Stock and Options^(c)

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills^(d)	Shares^(a)		Options^(b)		%

THEODORE J. GEORGELAS, 75, is the Managing Director of the Georgelas Group Holdings, LLC. Mr. Georgelas is a current director and a former Chairman of United Bank. Mr. Georgelas is also a former Chairman of the Board of Sector Communications. Mr. Georgelas has been a director of the Company since 1990.		55,123		—	*

Mr. Georgelas has spent more than 40 years heading a multi-national real estate development and construction company. During his business career, Mr. Georgelas has expanded from a spot builder of custom homes to a multi-faceted developer of commercial, industrial, retail and residential properties with primary geographic emphasis in the Mid-Atlantic states of Virginia, Maryland, Delaware and the District of Columbia. Mr. Georgelas has a broad range of experience in structuring financial transactions and legal documentation. Mr. Georgelas is also technologically proficient having formed a cellular phone business that was later sold. Mr. Georgelas brings this management and leadership experience to his role as a director of the Company and as a member of the Risk Committee.

PATRICE A. HARRIS, MD, MA, FAPA, 62, is a practicing psychiatrist trained in child/adolescent and forensic psychiatry, Chief Executive Officer of eMed and the immediate past president of the American Medical Association (“AMA”). Dr. Harris is a director of United Bank. Dr. Harris has been a director of the Company since 2020.		6,641		—	*

Paving her way to success in the medical field, Dr. Harris is a passionate leader, internationally-recognized expert and an advocate for improving the lives of children and serving others on both local and national levels. In June 2019, Dr. Harris became the first African American woman to be president of the AMA, the largest association of physicians and medical students in the U.S. She has served on the AMA Board of Trustees since 2011 and is the chair of the AMA Opioid Task Force. Apart from the AMA, she has also held leadership positions with the American Psychiatric Association (“APA”), the Medical Association of Georgia, The Big Cities Health Coalition, and the Georgia Psychiatric Physicians Association. She was also the founding president of the Georgia Psychiatry Political Action Committee. Dr. Harris earned a bachelor’s degree in psychology, master’s degree in counseling psychology and medical degree from West Virginia University. She completed residencies and a fellowship at Emory University, and now serves as an adjunct assistant professor in the Emory Department of Psychiatry and Behavioral Sciences and adjunct clinical assistant professor in psychiatry and behavioral sciences at Morehouse School of Medicine. A Fellow of the APA, she continues in private practice and consults with both public and private organizations on health service delivery and emerging trends in practice and health policy. Dr. Harris is a member of the Compensation and Governance and Nominating Committees.

DIANA LEWIS JACKSON, 59, is the President and Founder of Action Facilities Management (“AFM”). Ms. Jackson currently serves on an advisory board for United Bank and is a former director of United Bank, Inc. Ms. Jackson is a new nominee for Director of the Company.		5,000		—	*

AFM is a government and commercial contract firm specializing in building integrated facilities maintenance, janitorial/sanitation, administrative and security services with just under 400 employees in ten (10) states and Washington, D.C. AFM has championed diversity through its employment practices and retention programs, and is proud to be among the minority and women-owned small businesses that represent West Virginia. For the past several decades, Ms. Jackson has provided her time, leadership and generosity into a myriad organizations that prioritize education, health, support for the disadvantaged, and local entrepreneurship. She currently serves on the Discover the Real West Virginia Foundation, West Virginia Higher Education Policy Commission, West Virginia Regional Technology Park Board of Directors, WVU Medicine Cancer Institute Council, the United Bank Advisory Board, and numerous other committees and boards. Ms. Jackson was previously appointed to the WVU Board of Governors and the WVU Hospital Board of Directors. Among her many awards, she was elected to the West Virginia Business Hall of Fame in 2021, selected as Small Business Prime Contractor of the Year in 2020, SBA’s 8(a)-Graduate of the Year in 2016 and the West Virginia Small Business Person of the Year in 2013.



DIRECTORS WHOSE TERMS EXPIRE IN 2022 AND NOMINEES FOR DIRECTORS

	Amount of Beneficial Ownership of Shares of Common Stock and Options^(c)

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills^(d)	Shares^(a)		Options^(b)		%

J. PAUL MCNAMARA, 73, is the Chairman of Potomac Capital Advisors and the former President and Chief Operating Officer of Sequoia Bancshares, Inc. Mr. McNamara is a current director and a former Vice Chairman of United Bank. Mr. McNamara has been a director of the Company since 2003.		82,002		—	*

Currently, Mr. McNamara is the Chairman of Potomac Capital Advisors, a privately held real estate investment company. Mr. McNamara has spent over 30 years in the banking industry. Mr. McNamara was the President and Chief Operating Officer of Sequoia Bancshares for 15 years. Prior to Sequoia, Mr. McNamara worked for Manufacturers Hanover Trust Company for three years and the National Bank of Washington for 12 years where he held several senior management positions. Mr. McNamara has gained valuable insight through his banking experience in senior management positions into retail banking, commercial banking, bank operations and systems. Mr. McNamara brings this extensive knowledge of the banking industry to his role as a director of the Company, Chairman of the Governance and Nominating Committee, and as a member of the Executive, Compensation and Risk Committees.

MARK R. NESSELROAD, 66, is the Chief Executive Officer of Glenmark Holding Limited Liability Company, a real estate development company. Mr. Nesselroad is a director of United Bank. Mr. Nesselroad has been a director of the Company since 2011.		71,675		—	*

Prior to serving on United’s Board, Mr. Nesselroad served on Centra Financial Holdings, Inc.’s Board of Directors from 2003 to July 2011. He was a member of Centra’s audit committee, executive committee, compensation committee and finance committee. Mr. Nesselroad is a real estate developer in one of United’s key markets. Mr. Nesselroad formerly served on the Board of Directors of the West Virginia Housing Development Fund and the West Virginia United Health System and he currently serves on the Board of Directors of the EdVenture Group and the Mylan Park Foundation, Inc. Mr. Nesselroad brings his knowledge of commercial real estate in a key geographic market of United as well as his extensive experience on boards of directors and committees to his role as a director of the Company and as the Chairman of the Risk Committee and a member of the Governance and Nominating, Executive, Audit and Compensation Committees.

JEROLD L. REXROAD, 61, is an Executive Vice President of United and the former Chief Executive Officer and President of Carolina Financial Corporation. Mr. Rexroad is a director of United Bank. Mr. Rexroad has been a director of the Company since 2020.		128,161		14,058	*

Mr. Rexroad joined Carolina Financial Corporation in May 2008 as Executive Vice President and became its Chief Executive Officer and President in 2012 . Mr. Rexroad began his career in 1982 with Peat, Marwick, Mitchell and Co., a predecessor to the international accounting firm KPMG LLP, and is a Certified Public Accountant. He became a KPMG partner in 1994 with responsibilities for all financial institutions in South Carolina. In 1995, Mr. Rexroad joined Coastal Financial Corporation as Executive Vice President and Chief Financial Officer. Coastal Financial Corporation was sold to BB&T in 2007. Mr. Rexroad is a graduate of Bob Jones University, cum laude. His leadership experience, including over 40 years of experience in public accounting and financial institution management, as well as his service as the chief executive officer and chief financial officer of public bank holding companies, enhance his ability to serve on the Company’s Board of Directors.



DIRECTORS WHOSE TERMS EXPIRE IN 2022 AND NOMINEES FOR DIRECTORS

	Amount of Beneficial Ownership of Shares of Common Stock and Options^(c)

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills^(d)	Shares^(a)		Options^(b)		%

LACY I. RICE, III, 60, is the co-founder and managing partner of Federal Capital Partners (“FCP”). Mr. Rice is a new nominee for Director of the Company.		20,587		—	*

FCP is a privately held real estate investment company that acquires, operates, and develops residential and commercial assets nationally. In addition, FCP deploys capital in residential and commercial product sectors through joint venture equity, mezzanine debt, and preferred equity investments. Mr. Rice has 34 years of experience in real estate investment and corporate finance. Prior to founding FCP, Mr. Rice was a Principal at The Carlyle Group and served on the company’s real estate funds Investment Committee. Prior to Carlyle, Mr. Rice worked at companies including Alex. Brown, Haas & Haynie Corporation, and Chemical Bank. Mr. Rice is a Board Member of the National Multifamily Housing Council, Member of the NMHC Affordable Housing Council, and member of the Urban Land Institute. He also serves on the Board of The Boys & Girls Clubs of Greater Washington. He is a former member of the Board of Shepherd University, the BB&T Advisory Board, and the Mercersburg Academy Alumni Council. Rice was Board Chairperson of American Community Properties Trust (NYSE: APO), a public real estate company FCP purchased and took private.

ALBERT H. SMALL, JR., 65, is the founder and president of Renaissance Centro Inc., LLC and the founder of the former Renaissance Housing Corporation. Mr. Small is a director of United Bank. Mr. Small has been a director of the Company since 2018.		11,247		—	*

Renaissance Centro Inc., LLC is a nationally recognized real estate development firm located in the Washington, D.C. area, specializing in residential, commercial and hotel development. Renaissance Housing Corporation is one of Washington, D.C.’s most highly recognized luxury home builders and high-rise tower developers. During Mr. Small’s more than 20 years at Renaissance Housing Corporation, the firm developed over a thousand homes, apartments and lots. Mr. Small is a well-known business and community member in the Washington, D.C. area and brings a significant knowledge of commercial real estate development and management in a key geographic market of United. Mr. Small is a board member of Tulane University and a director of Griffin Industrial Realty, Inc. Mr. Small is active in World Presidents’ Organization (“WPO”), Chief Executive Organization (“CEO”), Urban Land Institute, civic boards and philanthropic organizations.

MARY K. WEDDLE, 72, is a Certified Public Accountant (“CPA”) and a former Executive Vice President of The Long & Foster Companies. Ms. Weddle is a director of United Bank. Ms. Weddle has been a director of the Company since 2004.		18,480		—	*

Ms. Weddle has spent her career in real estate and related financial services. For over 20 years, she was in management and leadership roles in the real estate industry. Her former employer, The Long & Foster Companies, was, at the time, the nation’s largest, privately-held real estate company. In her most recent position as Executive Vice President and head of Operations, which she held for almost 15 years, she skillfully brought together a team responsible for a wide variety of diverse activities, such as legal, marketing, information technology, human resources, and accounting. Her expertise as head of Operations covered strategic planning and the design and implementation of efficient systems and processes for distribution to thousands of internal and external users. She also understands customer service and consumer behavior. She brings this broad and relevant experience to her role as a director of the Company and as a member of the Risk Committee and Audit Committee, where she has served as a financial expert for many years. Her designation and ongoing qualifications as a CPA give her the ability to analyze and understand the financial aspects of business.



DIRECTORS WHOSE TERMS EXPIRE IN 2022 AND NOMINEES FOR DIRECTORS

	Amount of Beneficial Ownership of Shares of Common Stock and Options^(c)

Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills^(d)	Shares^(a)		Options^(b)		%

GARY G. WHITE, 72, is the Principal of JRW, LLC, a consulting firm, and the President and Chief Executive Officer of Gilbert Development, Inc. He is the former Interim President of Marshall University, the former President and Chief Operating Officer of International Resource Partners LP and the former President and Chief Executive Officer of International Industries, Inc. Mr. White is also the former President and Chief Executive Officer of the West Virginia Coal Association. Mr. White is a director of United Bank. Mr. White has been a director of the Company since 2008.		36,016		—		*

Mr. White has served in several senior management positions in the coal industry for over 40 years. Mr. White also has more than 20 years of executive level experience with non-profit entities which provides him with a broad perspective on business operations. Mr. White has a good knowledge of the basic industries in the Company’s primary market areas. Mr. White has been a past director of another publicly traded banking company. Mr. White brings this expertise in corporate management to his role as a director of the Company and as Chairman of the Audit Committee and as a member of the Executive, Compensation and Governance and Nominating Committees.

P. CLINTON WINTER, 74, is the President of Bray & Oakley Insurance Agency, Inc. Mr. Winter is a director of United Bank. Mr. Winter has been a director of the Company since 1996.		525,520		—		*

Mr. Winter has spent over 35 years working in the insurance and financial services industry. Mr. Winter’s experience as President of Bray & Oakley Insurance Agency, as well as a past chairperson of an audit committee of an acquired banking company, has provided him with significant financial experience. Mr. Winter also served on the executive committee and was the chairperson of the compensation committee for this acquired banking company. Through his long experience with the insurance and financial industries, Mr. Winter possesses expertise in financial and risk management matters as well as business development and marketing. Mr. Winter brings this knowledge of financial and risk management to his role as a director of the Company, the Chairman of the Compensation Committee and as a member of the Executive, Audit and Governance and Nominating Committees. Mr. Winter also serves as the Lead Director of the independent directors of the Board.

All Directors, Nominees and Executive Officers as a Group (20 persons)		5,150,289		652,082		4.22%

* Indicates the director owns less than 1% of United’s issued and outstanding shares.

Footnotes:

(a)

Includes stock held by United Bank’s Trust Department which shares beneficial ownership as described in this footnote. The following directors each exercise voting authority over the number of shares indicated as follows: Mr. Adams, Jr., 254 shares; Ms. Weddle, 7,787 shares and Mr. Winter, 35,764 shares. United Bank’s Board of Directors exercises voting authority over 2,599,456 shares held by United Bank’s Trust Department. All of these shares are included in the 5,150,289 shares held by all directors, nominees and executive officers as a group. Also includes shares pledged as collateral as follows: Mr. Converse, 100,000 shares; Mr. Georgelas, 44,428 shares; and Mr. Winter, 112,412 shares.

(b)	Beneficial ownership is stated as of March 2, 2022, including shares of common stock that may be acquired within sixty (60) days of that date through the exercise of stock options pursuant to United’s Stock Option Plans.

(c)

Unless otherwise indicated, beneficial ownership shares listed represent sole voting power. The following number of shares may be held in the name of spouses, children, certain relatives, trust, estates, and certain affiliated companies as to which shared voting and/or shared investment powers may exist: Mr. Adams, 18,414 shares; Mr. Adams, Jr., 10,986 shares; Mr. Georgelas, 1,866 shares; Mr. McNamara, 15,475 shares; Mr. Nesselroad, 59,782 shares; Mr. Rexroad, 12,475; Mr. Small, 5,802 shares; and Mr. Winter, 37,800 shares.

(d)	United Bank is a subsidiary of United.

Information as to Directors Who Will Not Stand for Re-election

Theodore J. Georgelas will not be standing for re-election to the Board of Directors when his current term expires at this Annual Meeting. Mr. Georgelas was our first director from the Metro DC market. United has benefited from and is grateful for the wisdom and guidance provided by Mr. Georgelas for over 30 years of service to the Company.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Directors and Named Executive Officers

As of March 2, 2022, directors of the Company and nominees owned beneficially, directly or indirectly, the number of shares of common stock indicated in the preceding table.

The Company’s chief executive officer, chief financial officer, and the three other most highly compensated executive officers constitute the named executive officers of the Company. The following table sets forth certain information regarding the named executive officers’ beneficial ownership of common stock of United as of March 2, 2022. For purposes of this determination, the number of shares of United’s common stock beneficially owned by any person or persons is calculated as a percentage of the total number of shares of United’s common stock issued and outstanding as of March 2, 2022 plus the number of shares of United’s common stock that may be acquired by such person within sixty (60) days of that date through the exercise of stock options pursuant to United’s Stock Option Plans.


		Shares of Common Stock of the Company Beneficially Owned⁽¹⁾
Title of Class	Name of Officer	Number of Shares		Percent of Class
Common Stock	Richard M. Adams		1,131,035		0.83	%
Common Stock	James J. Consagra, Jr.		170,216		0.12	%
Common Stock	Richard M. Adams, Jr.		195,533		0.14	%
Common Stock	W. Mark Tatterson		125,842		0.09	%
Common Stock	Jerold L. Rexroad		142,219		0.10	%

Footnotes:

(1)

The amounts shown represent the total shares owned directly and indirectly by such named executive officers. The number of shares includes shares that are issuable upon the exercise of all stock options currently exercisable, as follows: Mr. Adams, 290,729 shares; Mr. Consagra, 96,299 shares; Mr. Adams, Jr., 96,299 shares; Mr. Tatterson, 75,588 shares; and Mr. Rexroad, 14,058 shares. Unless otherwise indicated, beneficial ownership shares listed represent sole voting power. The following number of shares may be held in the name of spouses, children, certain relatives, trust, estates, and certain affiliated companies as to which shared voting and/or shared investment powers may exist: Mr. Adams, 18,414 shares, Mr. Adams, Jr., 10,986 shares; Mr. Tatterson, 78 shares; and Mr. Rexroad, 12,475 shares.

Principal Shareholders of United

The following table lists each shareholder of United who is the beneficial owner of more than 5% of United’s common stock, the only class of stock outstanding, as of March 2, 2022 unless otherwise noted.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Common Stock	BlackRock, Inc. 55 East 52^nd Street, New York, NY 10055		18,379,026	⁽¹⁾		13.44	%

Common Stock	The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355		12,883,896	⁽²⁾		9.42	%

Common Stock	State Street Corporation One Lincoln Street, Boston, MA 02111		11,373,581	⁽³⁾		8.32	%

Footnotes:

(1)

BlackRock, Inc. (“BlackRock”) is a global investment management firm that serves institutional and retail clients, including pension funds, foundations, endowments, official institutions, insurance companies, subadvisory relationships, high net worth individuals, family offices and private banks. BlackRock beneficially owns 18,379,026 or 13.44% of United’s common stock. BlackRock holds sole dispositive authority for the 18,379,026 shares and sole voting authority over 18,071,101 shares. BlackRock’s address and holdings are based solely on a Schedule 13G filing with the Securities and Exchange Commission dated February 8, 2022 and amended March 11, 2022 made by BlackRock setting forth information as of December 31, 2021.

(2)

The Vanguard Group (“Vanguard”) is one of the world’s largest investment management companies, serving individual investors, institutions, employer-sponsored retirement plans, and financial professionals. Vanguard beneficially owns 12,883,896 or 9.42% of United’s common stock. Of these beneficially-owned shares, Vanguard holds shared voting authority over 115,960 shares, sole dispositive authority over 12,650,963 shares, and shared dispositive authority over 232,933 shares. Vanguard’s address and holdings are based solely on a Schedule 13G filing with the Securities and Exchange Commission dated February 9, 2022 made by Vanguard setting forth information as of December 31, 2021.

(3)

State Street Corporation (“State Street”) is a global financial services provider that offers a flexible suite of services that spans the investment spectrum, including investment management, research and trading, and investment servicing. State Street, and certain of its subsidiaries, beneficially owns 11,373,581 or 8.32% of United’s common stock. State Street holds shared dispositive authority for the 11,373,581 shares and shared voting authority over 11,111,762 shares. State Street’s address and holdings are based solely on a Schedule 13G filing with the Securities and Exchange Commission dated February 11, 2022 made by State Street setting forth information as of December 31, 2021. The Schedule 13G filing also identifies SSGA Funds Management, Inc. (“SSGA”) as a subsidiary of State Street Corporation and beneficial owner of more than 5% of United’s common stock. SSGA’s shares are included among the 11,373,581 shares beneficially owned by State Street Corporation as reflected in the table. The filing states that SSGA has shared dispositive authority for 7,084,258 shares and shared voting authority over 7,054,802 shares.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than ten percent of our common stock to file reports of holdings and transactions in United shares with the Securities and Exchange Commission (“SEC”). To our knowledge, based solely on our review of the copies of such reports furnished and written representations, no person required to file such reports during 2021 failed to file such reports on a timely basis or failed to file a report.

Related Shareholder Matters

The following table discloses the number of outstanding options granted by United to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of December 31, 2021. The table provides this information for equity compensation plans that have and have not been approved by shareholders.


Plan Category	Number of Securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans
Equity Compensation Plans approved by Shareholders	1,573,731	$ 35.77	1,923,430
Equity Compensation Plans not approved by Shareholders ⁽¹⁾	—	—	—
Total	1,573,731	$ 35.77	1,923,430

Footnotes:

(1)

The table does not include information for equity compensation plans assumed by United in connection with mergers and acquisitions and pursuant to which there remain outstanding options (collectively, “Assumed Plans”). The Assumed Plans include remaining outstanding options from the Community Bankers Trust Corporation, Carolina Financial Corporation, Cardinal Financial Corporation, Bank of Georgetown, and Virginia Commerce Bancorp, Inc. mergers. A total of 575,386 shares of United common stock may be purchased under the Assumed Plans, at a weighted average exercise price of $21.72. No further grants may be made under any Assumed Plan.

GOVERNANCE OF THE COMPANY

Board Leadership Structure

The Board does not have a fixed policy regarding the separation of the offices of the Chairman and the Chief Executive Officer and believes it should maintain the flexibility to establish a leadership structure that fits the needs of the Company and its shareholders at any particular point in time. The Board of Directors regularly evaluates the Board’s leadership structure to ensure it continues to be in the best interest of the Company and its shareholders. The Board is led by a Chairman, selected by the Board, who recently moved to the Executive Chairman role related to the naming of a new Chief Executive Officer.

As of April 1, 2022, the Company separated the roles of the Chairman of the Board and the Company’s Chief Executive Officer. Effective April 1, 2022, Richard M. Adams became the Company’s Executive Chairman and Richard M. Adams, Jr. was appointed the Company’s Chief Executive Officer.

Mr. Adams moved to Executive Chairman after serving as the Company’s Chief Executive Officer and the Chairman of the Board since 1984. Prior to this, Mr. Adams served as the Chief Executive Officer of The Parkersburg National Bank (“PNB”), the predecessor to United, from 1975 to 1984, and as the Chairman of the Board of PNB from 1976 to 1984. Mr. Adams has been a director of United since 1984. Mr. Adams has worked in the banking industry for more than 50 years and has successfully served as the Company’s Chairman and Chief Executive Officer for over 45 years. Mr. Adams is a significant shareholder reporting beneficial ownership of 1,131,035 shares, closely aligning his interests with those of the Company’s shareholders.

Prior to being appointed as the Company’s Chief Executive Officer, Mr. Adams, Jr. successfully served as the Company’s President for over 7 years and has served in a managerial capacity at the Company for over 21 years. Mr. Adams, Jr. had been President of the Company since 2014 and Executive Vice President of the Company from 2000 to 2014. Mr. Adams, Jr. is the Vice-Chairman of United Bank. Mr. Adams, Jr. joined the Company in 1994. Also effective April 1, 2022, Mr. Adams, Jr. was appointed a director of the Company. Mr. Adams, Jr. has the banking experience and expertise necessary to understand the opportunities and challenges facing the Company, and he possesses the requisite leadership and management skills to promote and execute the Company’s values and strategy. Mr. Adams, Jr . beneficially owns 195,533 shares of United stock.

The Board of Directors recognizes the importance of a strong independent board. The Board of Directors maintains a supermajority of independent directors, designates a lead independent director, has regular meetings of the independent directors in executive session without the presence of insiders, has a succession plan for incumbent management, determines management compensation by a committee of independent directors, and the Company’s operations are highly regulated.

P. Clinton Winter serves as the Board of Directors’ Lead Independent Director. The Lead Independent Director’s duties and responsibilities include: setting the agenda for and presiding over meetings of the independent directors; advising the Chief Executive Officer as to the quality, quantity, and timeliness of the flow of information from the Company’s management that is necessary for the independent directors to effectively and responsibly perform their duties; acting as a “sounding board” and advisor to the Chief Executive Officer; contributing to the performance review of the Chief Executive Officer; and staying informed about the strategy and performance of the Company and reinforcing that expectation for all Board members.

Mr. Winter is the Chairman of the Compensation Committee, and also serves on the Board of Directors’ Audit, Executive, and Governance and Nominating Committees. He has been a director of the Company since 1996 and is a significant shareholder with reported beneficial ownership of 525,520 shares.

Independence of Directors

The Governance and Nominating Committee of the Board of Directors annually reviews the relationships of each member of the Board of Directors to determine whether each director and each nominee for director is independent. This determination is based on both subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules. The determination made by the Governance and Nominating Committee is then submitted to the Board of Directors to permit the Board of Directors to affirmatively determine whether each director and each nominee for director has any relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Governance and Nominating Committee met on February 22, 2022, to determine the independence of the current members and the nominees for director of the Board of Directors. At the meeting, the Governance and Nominating Committee reviewed the directors’ responses to a questionnaire asking about their relationships with the Company (and those of their immediate family members) and other potential conflicts of interest, as well as information provided by management related to transactions, relationships, or arrangements between the Company and the directors or parties related to the directors.

Based on the subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules, the Governance and Nominating Committee determined that the following current members of the Board of Directors are independent: Charles L. Capito, Jr., Peter A. Converse, Theodore J. Georgelas, Dr. Patrice A. Harris, J. Paul McNamara, Mark R. Nesselroad, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter. Diana Lewis Jackson and Lacy I. Rice, III, new nominees, are also independent based on their respective responses to a questionnaire.

The NASDAQ listing standards contain additional requirements for members of the Compensation Committee, the Audit Committee and the Governance and Nominating Committee. All of the directors serving on each of these committees are independent under the additional requirements applicable to such committees.

The Governance and Nominating Committee also considered the following relationships in evaluating the independence of the Company’s independent directors and determined that none of the relationships constitute a material relationship with the Company.

• United’s subsidiaries provided lending and/or other financial services to certain members of the Company’s Board of Directors, their immediate family members, and/or their affiliated organizations during 2021 in the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships satisfied the standards for independence.

• Peter Converse received $120,000 in each of 2019, 2020 and 2021 for services performed under a contract with United Bank as an independent contractor. Because Mr. Converse has not been paid more than $120,000 in the last three years and his relationship with United Bank is that of an independent contractor, Mr. Converse satisfied the standards for independence.

• JRW, LLC rents office space from United Bank at its Aracoma, West Virginia location. Gary White is the sole owner of JRW, LLC. The total amount of rent paid to United Bank by JRW, LLC was well below the $120,000 threshold standard set forth in the NASDAQ listing standards and the SEC rules and therefore satisfied the standards for independence.

• Defense in Depth LLC performed Active Threat training to the employees of United Bank. Mark N. Nesselroad owns 33.8625% of Defense in Depth LLC. The total payment from United Bank was below the $120,000 threshold standard set forth in the NASDAQ listing standards and the SEC rules and therefore satisfied the standards for independence.

• Albert H. Small, Jr. owns an interest in two partnerships, Commerce Building Associates and 1730 K Street Associates, in an aggregate amount of less than 4%. United Bank commenced leasing office space from Commerce Building Associates in 2019. Mr. Small also owns an interest in a partnership, 1776 K Street Associates L.P., in an aggregate amount of approximately 1%. United Bank operates a branch in a building owned by 1776 K Street Associates L.P. Because Mr. Small’s interest in these partnerships is less than 10% and he is not a general partner, these relationships satisfied the standards for independence.

• Action Facilities Management, Inc., an entity affiliated with Diana Lewis Jackson, was awarded a contract, using a competitive bid process, to provide unarmed security guard services for the Company’s banking subsidiary in 2022. Based on prior year’s revenues, it is anticipated that these payments will not exceed 5% of Action Facilities Management, Inc.’s revenues for 2022, and therefore, the relationship satisfied the standards for independence. This transaction was entered into after the Governance and Nominating Committee met on February 22, 2022, and was subsequently analyzed for purposes of determination of Ms. Jackson’s independence in this proxy statement.

The Governance and Nominating Committee determined that the following current members of the Board of Directors and the nominees for director are not independent: Richard M. Adams, Michael P. Fitzgerald and Jerold L. Rexroad. Messrs. Adams, Fitzgerald and Rexroad are not independent because these directors are currently employed by the Company. Mr. Adams, Jr. is also not independent because he is currently employed by the Company.

The Board of Directors reviewed and approved the determinations made by the Governance and Nominating Committee.

Risk Management Oversight

The Board of Directors’ role in the risk management process is to provide oversight to ensure an effective enterprise risk management program is in place. This program and the processes related thereto focus on the following six risk categories: credit risk, liquidity risk, market risk, operational risk, compliance risk,

and reputation risk. The Board of Directors, through the adoption of Company policies, defines risk exposure limits for each of these risk categories, taking into consideration the Company’s strategic goals and objectives, as well as current market conditions.

The Board of Directors risk management oversight is provided primarily by the Board of Directors’ Risk Committee. This oversight includes the appointment and annual review of the Company’s Corporate Risk Manager, the approval of outsourced or co-sourced risk management arrangements, the review of significant reports to management prepared by the Company’s Risk Management Department and the timeliness of management’s responses, and the discussion with management regarding the responsibilities, budget, staffing, and scope of the Company’s Risk Management Department.

At the management level, the ultimate responsibility for oversight of the risk management function lies with the Corporate Risk Manager. The Corporate Risk Manager is an executive officer of the Company who reports directly to the Risk Committee Chairman. The Corporate Risk Manager provides regular risk management reports to the Risk Committee and the full Board of Directors, as well as at meetings of the independent directors.

The Corporate Risk Manager has established a Corporate Risk Management Committee at the Company level, to serve as the Company’s primary risk management forum for analyzing policy. The objective of this committee is to promote proper risk management practices throughout the Company and to serve as the vehicle for the oversight of the risk management guidelines contained in the Company’s Corporate Risk Management and Control Policy. On a regular basis, the Corporate Risk Management Committee prepares risk management reports for presentation to the Risk Committee and the full Board of Directors.

In addition to the oversight of the Risk Committee, the Board of Directors’ Compensation Committee oversees the Company’s compensation policies and arrangements to ensure they encourage appropriate levels of risk taking by management with respect to the Company’s strategic goals and to determine whether any of them give rise to risks that are reasonably likely to have a material adverse effect on the Company. The Board of Directors’ Governance and Nominating Committee also plays a key role related to risk management by ensuring the Company’s leadership structure is appropriate and by carefully reviewing the responsibilities of each Board Committee to ensure that all significant risk categories are addressed by at least one Committee.

The Audit Committee, the Compensation Committee, the Risk Committee and the Governance and Nominating Committee are comprised entirely of independent directors.

Board and Committee Membership

The committee descriptions and membership set forth below are those applicable as of the mailing date of this proxy statement.

During 2021, the Board of Directors met seven (7) times. The Board of Directors of the Company has five (5) standing committees: The Executive Committee, Audit Committee, Compensation Committee, Risk Committee and Governance and Nominating Committee. During 2021, each incumbent director attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and all committees of the Board on which he or she served. Although there is no formal written policy, attendance at the annual meeting by directors is expected. All thirteen of the incumbent directors of United attended the 2021 Annual Meeting. The Company’s independent directors held two (2) meetings during 2021.

The Executive Committee

The Executive Committee is currently comprised of six (6) directors, Richard M. Adams, Chairman, Peter A. Converse, J. Paul McNamara, Mark R. Nesselroad, Gary G. White, and P. Clinton Winter. The Executive Committee exercises all the authority of the Board of Directors whenever the Board of Directors is not meeting unless prohibited by law or the provisions of the Amended and Restated Articles of Incorporation or Restated Bylaws of the Corporation. The Board of Directors has specifically empowered the Executive Committee to investigate mergers and acquisitions by marshaling necessary information and data to evaluate the advisability of mergers and acquisitions and to report their findings to the Board of Directors. The Board of Directors may accept, ratify, approve, amend, modify, repeal or change the actions of the Executive Committee. The Executive Committee is governed by the Executive Committee charter which is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”. During 2021, the Executive Committee met three (3) times.

The Audit Committee

The Audit Committee has the primary responsibility to review and evaluate significant matters relating to audit, internal control and compliance. It reviews, with representatives of the independent registered public accounting firm, the scope and results of the audit of the financial statements, audit fees and any recommendations with respect to internal controls and financial matters. The Audit Committee is governed by the Audit Committee charter which is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”. Current members of this committee are Gary G. White, Chairman, Mark R. Nesselroad, Mary K. Weddle, and P. Clinton Winter. The Audit Committee met four (4) times during 2021. All members of the Audit Committee are independent directors as defined in the NASDAQ listing standards and the SEC rules.

Audit Committee Financial Expert

The Board of Directors has determined that all audit committee members are financially literate under the NASDAQ listing standards. The Board also determined that Mary K. Weddle qualifies as an “audit committee financial expert” as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002. For the relevant qualifications and experience of Ms. Weddle as an “audit committee financial expert”, please refer the section of this proxy statement entitled “Directors Whose Terms Expire in 2022 and Nominees for Directors.”

The Compensation Committee

The Compensation Committee approves executive officer and director compensation. The Compensation Committee is composed solely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Current members of this committee are P. Clinton Winter, Chairman, Dr. Patrice A. Harris, J. Paul McNamara, Mark R. Nesselroad and Gary G. White. The Compensation Committee met three (3) times during 2021. The Compensation Committee is governed by the Compensation Committee charter which is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”.

The Compensation Committee’s primary processes and procedures for consideration and determination of executive compensation as well as any delegation of its authority with respect to compensation decisions can be found in the Compensation Discussion and Analysis section under the headings “Role of Executive Officers and the Committee in Compensation Decisions” and “Overview of Compensation Program.”

The Compensation Committee is also responsible for evaluating the compensation of our directors and recommending changes for consideration by the independent directors of the Board when appropriate. The Compensation Committee uses peer group information when evaluating the compensation of our directors. Compensation for our directors who served on United’s Board of Directors in 2021 can be found in the Director Compensation table on page 63.

The Risk Committee

The Risk Committee provides oversight of the Company’s corporate risk structure and the processes established to identify, measure, manage and monitor United’s significant financial and other risk exposures. In particular, the Risk Committee is responsible for oversight of enterprise risk management, including assessing climate-related risk, information security risk, customer due diligence, complaint management, legal and reputational risk, and fair and responsible banking. The Risk Committee periodically reviews management’s strategies and policies for assessing and managing risk including, but not limited to, the approval of the overall risk appetite, review of the risk management structure, and comprehension of the Company’s most significant risks. The Risk Committee also reviews capital management activities and make recommendations, as appropriate, to the Board of Directors.

The Risk Committee is composed solely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Current members of this committee are Mark R. Nesselroad, Chairman, Theodore J. Georgelas, J. Paul McNamara and Mary K. Weddle. The Risk Committee met four (4) times during 2021. The Risk Committee is governed by the Risk Committee charter which is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”.

The Governance and Nominating Committee

The purpose of the Governance and Nominating Committee is to evaluate and recommend candidates for election as directors, make recommendations concerning the size and composition of the Board of Directors, develop and implement United’s corporate governance policies, approve annual director nominees for and any subsequent changes in the subsidiary bank’s board, develop specific criteria for director independence, and assess the effectiveness of the Board of Directors. The Governance and Nominating Committee is composed entirely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Members of this committee are J. Paul McNamara, Chairman, Dr. Patrice A. Harris, Mark R. Nesselroad, Gary G. White, and P. Clinton Winter. The Governance and Nominating Committee met three (3) times during 2021. The charter for this committee is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”.

Board Selection, Nomination and Composition. Nominations to the Board of Directors by a shareholder may be made only if such nominations are made in accordance with the procedures set forth in Article II, Section 5 of the Restated Bylaws of United, which section is set forth in full below:

Section 5. Nomination of directors. Directors shall be nominated by the Board prior to the giving of notice of any meeting of shareholders wherein directors are to be elected. Additional nominations of directors may be made by any shareholder; provided that such nomination or nominations must be made in writing, signed by the shareholder and received by the Chairman or President no later than ten (10) days from the date the notice of the meeting of shareholders was mailed; however, in the event that notice is mailed less than thirteen (13) days prior to the meeting, such nomination or nominations must

be received no later than three (3) days prior to any meeting of the shareholders wherein directors are to be elected.

In identifying nominees and evaluating and determining whether to nominate a candidate for a position on United’s Board, the Committee considers the criteria outlined in United’s Corporate Governance Policy and Guidelines, which include the independence of the proposed nominee, diversity, age, skills and experience in the context of the needs of the Board of Directors. United’s Corporate Governance Policy and Guidelines is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”. While United does not have a separate policy with regard to the consideration of diversity in identifying director nominees, the Committee will review available information about the candidates including gender, race, and ethnicity, as well as the candidate’s diverse individual background and geographic location. United regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Committee from current Board members, shareholders, professional search firms, officers or other persons. The Committee will consider and review all candidates in the same manner regardless of the source of the recommendation.

Board Diversity Matrix. The following table discloses United’s board level diversity statistics. The information provided below was based on voluntary self-identification by members of United’s Board of Directors.



Board Diversity Matrix As of December 31, 2021
Total number of Directors	13
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	11	—	—
Part I: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	11	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Board Refreshment. Longer-serving directors have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As such, United’s Board does not believe it should establish term limits. At the same time, the Board recognizes the importance of board refreshment to help ensure an appropriate balance of experience and perspectives on the Board. To promote board refreshment, United’s Corporate Governance Policy and Guidelines states that the retirement of a director should normally occur at the end of the term in which he or she becomes seventy-five years of age.

In accordance with Article III, Section 2 of the Restated Bylaws of United, directors shall be elected at each annual meeting of the shareholders, or any adjournment thereof, to serve until the next annual meeting of the shareholders or until their offices shall be declared vacant, or until their successors are elected and qualified; provided, however, the directors at any duly called meeting, without shareholder approval, may elect, during any calendar year, directors for any vacancies who shall serve until the next annual meeting of shareholders or until their successors are elected and qualified; and provided, further, that at any time during the year the directors may enlarge the number of directors and may fill those vacancies or may decrease the number of directors but no such decrease shall have the effect of shortening or terminating the term of any incumbent director.

We have a mix of newer and longer-term directors nominated for election at the 2022 Annual Meeting. Of the thirteen incumbent director nominees, four have joined the Board in the last three years (in 2022, 2021 and 2020) and six have joined since our 2016 Annual Meeting, ensuring fresh perspectives. There are two new director nominees for election at the 2022 Annual Meeting.

Annual Performance Evaluation. The Board of Directors conducts an annual self-evaluation to determine whether it and its Committees are functioning effectively. The Governance and Nominating Committee receives comments from all directors and reports annually to the Board with an assessment of the Board’s performance. This assessment is discussed with the full Board following the end of each fiscal year. The assessment focuses on the Board’s contribution to the Company and on areas in which the Board or management believes that the Board could improve.

Board Resignation Situations. It is the policy of the Board of Directors that if a nominee for director who is an incumbent director does not receive a majority of the votes cast in an uncontested election or at any meeting for the election of directors at which a quorum is present, the director shall promptly tender his or her resignation to the Board of Directors. The Board’s Governance and Nominating Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Governance and Nominating Committee’s recommendation. The Governance and Nominating Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not participate in the recommendation of the Governance and Nominating Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of the Restated Bylaws. In addition, those individual Directors who change their principal occupation, position, or responsibility they held when they were elected to the Board should submit their resignation from the Board. It is not the sense of the Board that in every instance the directors who retire or change from the position they held when they joined the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, through the Governance and Nominating Committee, to review the continued appropriateness of Board membership under the circumstances.

Minimum Stock Ownership Requirements

The following is a summary of the minimum stock ownership requirements for outside directors and executive officers:

• Outside directors must beneficially own at least 5,000 shares of the Company’s common stock and options;

• The Chief Executive Officer must beneficially own at least six times (6x) his or her base salary in shares of the Company’s common stock and options; and

• The executive officers (not including the Chief Executive Officer) must beneficially own at least three times (3x) his or her salary in shares of the Company’s common stock and options.

Anti-Hedging and Pledging Policy

At a meeting held on February 23, 2015, the Board approved a policy whereby the outside directors and the executive officers of United are prohibited from hedging their ownership of United stock, including trading in publicly-traded options, puts, calls, or other derivative instruments related to United stock.

The policy also prohibits its members and named executive officers from, directly or indirectly, pledging the Company’s equity securities. For these purposes, “pledging” includes the intentional creation of any form of pledge, security interests, deposit, lien or other hypothecation, including the holding of shares in a margin account, that entitles a third-party to foreclose against, or otherwise sell, any equity securities, whether with or without notice, consent, default or otherwise, but does not include either the involuntary imposition of liens, such as tax liens arising from legal proceedings, or customary purchase and sale agreements, such as Rule 10b5-1 plans. All existing pledging arrangements in effect as of February 23, 2015 were grandfathered. Any exceptions to this policy must be approved by the Chairman of the Governance and Nominating Committee and the Chief Executive Officer. As of March 2, 2022, the number of shares pledged by Board members and the named executive officers was 0.19% of the common shares outstanding. Over the last five years, the aggregate number of shares pledged has not exceeded 1% of common shares outstanding.

Related Party Transactions

Policies and Procedures. The Board of Directors has adopted a written policy and procedure for review, approval and monitoring of transactions involving the Company and “related persons” (directors and executive officers or their immediate families, or shareholders owning five percent or greater of the Company’s outstanding stock). The policy covers any related person transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

Related person transactions must be approved by the Audit Committee of the Board (the “Committee”). At each calendar year’s first regularly scheduled Committee meeting, management recommends related person transactions to be entered into by the Company for that calendar year, including the proposed aggregate value of such transactions if applicable. After review, the Committee approves or disapproves such transactions, and at each subsequently scheduled meeting, management will update the Committee as to any material change to proposed transactions.

The Committee will consider all of the relevant facts and circumstances available to the Committee, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third person and whether the transaction violates any requirements of the Company’s financing agreements.

In the event management recommends any further related person transactions subsequent to the first calendar year meeting, such transactions may be presented to the Committee for approval or preliminarily entered into by management subject to ratification by the Committee; provided that if ratification shall not be forthcoming, management will make all reasonable efforts to cancel or annul such transaction.

All related party transactions since January 1, 2021, which were required to be reported in this proxy statement, were approved by the Committee in accordance with United’s Related Party Transaction Policy.

Description of Related Person Transactions. United’s banking subsidiary has had, and expects to have in the future, banking transactions with United and with its officers, directors, principal shareholders, or their interests (entities in which they have more than a 10% interest). The transactions, which at times involved loans in excess of $120,000, were in the ordinary course of business, were made on substantially the same terms, including interest rates, collateral and repayment terms as those prevailing at the time for comparable transactions with persons not related to United and did not involve more than the normal risk of collectability or present other unfavorable features. United’s subsidiary bank is subject to federal statutes and regulations governing loans to officers and directors and loans extended to officers and directors are in compliance with such laws and are exempt from insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.

In addition to the normal banking transactions described above, the Company entered into an agreement with Action Facilities Management, Inc. to provide unarmed security guard services at two locations for the Company’s subsidiary bank. Diana Lewis Jackson, a new nominee for Director of the Company, is the President and majority owner of Action Facilities Management, Inc. The agreement with Action Facilities Management, Inc. was entered into prior to Ms. Jackson’s nomination for Director of the Company. It is estimated that the fees paid to Action Facilities Management, Inc. for such services will be $232,000 in 2022, and it is anticipated that these fees will be less than 5% of Action Facilities Management, Inc.’s revenues for 2022.

Executive Officers

Set forth below are the executive officers of United and their principal occupation for the past five years.



Name	Age	Present Position	Principal Occupation and Banking Experience During the Last Five Years ⁽¹⁾
James J. Consagra, Jr.	61	President since April 1, 2022 – United; Chief Executive Officer – United Bank	President – United; Chief Executive Officer – United Bank; Chief Operating Officer – United; Executive Vice-President – United; President – United
Douglas B. Ernest	57	Chief Credit Officer since 2015 – United; Executive Vice-President since 2014 – United; Executive Vice-President – United Bank	Chief Credit Officer & Executive Vice-President – United; Executive Vice President – United Bank and United Bank, Inc.
Jerold L. Rexroad	61	Executive Vice-President since May 2020 – United; Chairman of Crescent Mortgage Company, a subsidiary of United Bank	Executive Vice-President – United; Chairman of Crescent Mortgage Company; President & Chief Executive Officer – Carolina Financial Corporation
W. Mark Tatterson	46	Chief Financial Officer and Treasurer since 2015 – United; Executive Vice-President since 2011 – United; Chief Financial Officer – United Bank	Chief Financial Officer, Treasurer & Executive Vice-President – United; Chief Financial Officer – United Bank; Chief Financial Officer & Senior Vice-President – United Bank, Inc.
Darren K. Williams	49	Chief Information and Risk Officer since September of 2020 – United; Executive Vice-President since 2014 – United; Executive Vice-President – United Bank	Chief Information and Risk Officer & Executive Vice-President – United; Chief Risk Officer – United; Executive Vice-President – United Bank

Footnotes:

(1)	United Bank, a Virginia corporation, and United Bank, Inc. were banking subsidiaries of United. United Bank, Inc. merged with and into United Bank effective November 10, 2017.

Family Relationships

Richard M. Adams and Richard M. Adams, Jr. are father and son.

CORPORATE SOCIAL RESPONSIBILITY

The core elements of a successful environmental social governance (“ESG”) program – strong risk management, providing excellence in service to our stakeholders, and planning for long-term sustainability – are at the core of what United and its leadership do every day. The Board of Directors has ultimate oversight of the Company’s ESG practices and initiatives. The Board has tasked the Governance & Nominating Committee with monitoring the Company’s progress and efforts. The Board Risk Committee has oversight of ESG-related items that are incorporated within the enterprise risk management program. This includes climate-related risk, information security, customer due diligence, complaint management, legal and reputational risk, and fair and responsible banking.

Environment

Climate Governance. United established a Climate Working Group, sponsored by our Chief Financial Officer and Chief Risk & Information Officer. The multidisciplinary team includes leaders from credit risk,

operational risk, treasury, accounting, analytics, and corporate social responsibility. These managers provide a broad perspective on the implications of climate risk for the institution. The primary near term objective of the working group is to review recommendations by the Task Force on Climate-Related Financial Disclosures (“TCFD”) and understand the implications of the six Network for Greening the Financial System transition scenarios.

Environmental Strategy. We will continuously work to enhance risk management strategies, product and service offerings, and measurement tools that capitalize on climate-related opportunities and support our stakeholders in addressing climate-related challenges. United has incorporated ESG priorities, including climate, into our annual Corporate Strategic Plan. We seek to expand on past lending initiatives such as financing solar panels and providing Property Assessed Clean Energy (“PACE”) lending for energy efficiency upgrades to reduce utility bills and operating expenses. We participate in transit-oriented development financing that creates vibrant, compact, mixed-use, walkable communities that have a positive environmental impact. Within our wealth management division, we offer 3rd party ESG funds to clients.

Our employees participate in many volunteer activities. Some of these are in partnership with nonprofit organizations focused on enhancing natural resources. Within our own operations, we continue to seek ways to reduce our impact on the environment, considering sustainable energy conservation initiatives across our facilities as opportunities arise.

Climate-Related Risk Management. The foundation of United’s risk culture is the “tone-at-the-top” established by our Board of Directors. Our culture promotes open discussion about uncertainties and encourages employees to express and elevate concerns to the appropriate level. We believe this conservative banking philosophy will serve us well into the future.

We recognize that all companies face physical risks due to extreme weather or chronic climate change impacts. All companies also face transition risks due to regulatory changes, shifts in market demand, labor and productivity disruptions, energy costs, and new technologies. We maintain Business Continuity Plans to manage the threats and impacts associated with a potential disruption to key resources, including personnel, equipment, facilities, technology, and suppliers. United believes that strong climate risk management capabilities best position us to seize on climate-related business opportunities. We incorporated climate risk into our Risk Appetite Statement and related Enterprise Risk Management Programs.

United’s Climate Working Group has outlined a 3-phase scenario analysis framework that can be adapted to anticipated regulatory requirements. It provides building blocks for more robust analysis as additional data and industry best practices emerge. The objective of the analysis is to quantify the impact that an increase in climate-related events would have on the loan portfolio. This exercise will inform our strategy and prepare us for the rising stakeholder expectations.

Climate-Related Metrics and Targets. United is working to identify key concentrations in our loan portfolio that are most likely to be positively or negatively impacted by climate. We are researching scope 1 and 2 greenhouse gas emissions and strategies for lowering them in the coming years.

Human Capital

At United, one of our key competitive advantages is our people, and with almost 3,000 employees, investing in our human capital is a top priority for the Company. Our human capital management strategy focuses on recruiting, developing, and engaging a talented and diverse workforce. We emphasize embodying

our core values of integrity, teamwork, hard work, and caring, and foster positive attitudes, communication, goal attainment, personal growth, and the pursuit of United’s mission of excellence in service to our shareholders, our customers, our communities, and our employees.

Talent Development Strategy. Focusing on talent selection and developing top talent remains a strong pillar of our organization. Our primary focus is to attract and advance the careers of employees with different backgrounds, experiences, ideas, and skills.

College Recruiting and Internship Programs. We host college recruiting and internship programs that attract candidates from a variety of colleges and universities within our footprint. These two programs build a talent pipeline and prioritize these individuals for internal openings.

Leadership Development Program. Our Leadership Development Program provides an opportunity for the Company’s rising talent from across our footprint and various business lines to strengthen their leadership and communication skills, increase their visibility within the organization, and establish internal networks, helping to cultivate a future pipeline of leaders across the institution. Over a period of four years, these individuals are empowered to work on pertinent projects designed to enhance revenue, reduce expenses, and improve risk management functions, while developing the members’ leadership, interactive, and managerial skills. Past members now hold key positions across the Company ranging from Department Managers to Line of Business Leaders to Executive Officers.

Comprehensive Succession Planning and Management Development Programs. One of our strategic priorities to ensure leadership continuity is effective succession planning. The Company has a formal plan to identify potential successors and actively develop those employees. The plan includes all critical management positions throughout the organization and is updated annually. This process is dynamic, and we have added additional management positions to the plan as the Company continues to evolve and grow. The Company’s executives constantly review and evaluate personnel to identify pools of candidates with high levels of leadership potential and promote their progress by engineering their range of work experiences. We also have an internal and external training platform to ensure our employees have the necessary tools to fill these key positions effectively.

Onboarding and Interdepartmental Cross-Functional Programs. United also has an effective and efficient onboarding program, introducing new team members to the culture and enabling an environment that helps them be engaged in their roles. We have rigorous interdepartmental training and development programs that provide employees with capabilities to perform their job functions, deliver results, and advance their careers.

Executive Training Programs for High-Performing Employees. We partnered with West Virginia University to develop an executive training program aimed at developing the technical, theoretical, and applied skills needed for a successful launch into a career in Business Banking. High-performing employees are given opportunities to attend state and national banking schools, conferences, industry peer groups, and training webinars. All United employees have access to career development and skills-based training through our internal online Human Resources management system.

Comprehensive Compensation and Benefit Packages. United makes every effort to ensure that our compensation and benefits packages are inclusive and competitive to attract and retain talent. Our comprehensive benefit plans are designed to fully support our full-time and eligible part-time employees and their families through every stage of their life cycle, recognizing our employees’ individual needs and offering

flexible benefit options. We provide comprehensive health and wellness plans for all eligible employees as well as retirees of United. We also provide other paid-time off benefits such as vacation, sick time, personal days, and birthdays. The Company also provides financial wellness benefits to all employees through our 401K Plan in which the Company provides a competitive match of employee contributions. Employees may also take advantage of United’s Employee Stock Purchase Plan through payroll deductions.

We are committed to providing a safe and healthy work environment for our employees and offer services to foster the best physical, mental, and social well-being of our workforce. United’s comprehensive Employee Assistance Program provides all employees a comprehensive and personalized process with a tailored approach to meet employees where they are and supports them through whatever journey they may be facing. The Employee Assistance Program provides unlimited phone access for information, resources, and referrals and provides sessions with a counselor for the employee and their family members. The employee, and their family, can also take advantage of a host of web-based resources the program provides as well.

The commitment to our employees and their family’s well-being is at the forefront for United and allows us to be competitive in attracting and retaining top talent and ensuring our employee benefits remain competitive when compared with other institutions.

In addition, at United, we are committed to nurturing an inclusive culture that: is reflective of the communities we serve; celebrates diversity of thought, backgrounds, and experience; promotes respect and a shared purpose; and aligns with our core values. United has a cross-functional Diversity, Equity, and Inclusion Council (“DE&I Council”) to advise executive and senior leadership on the Company’s diversity, equity, and inclusion strategy and to implement and manage programs to accomplish and support these priorities. United added a diversity trainer to the Learning & Talent Development Team who facilitates workshops available to all employees. In 2021, 100% of employees participated in DE&I training on topics such as implicit bias and cultivating inclusive teams.

DE&I employee liaisons were selected through an application process, received training on courageous conversations, and then held open forums with local colleagues related to various DE&I topics. The MIS team has collaborated with the HR department to apply best practices in data governance to the metrics that are so critical to measuring success in DE&I.

To continue to cultivate our inclusive culture, United offers employees a way to report confidential and anonymous issues of concern through our website. Whether it is a compliance or regulatory violation, wrongdoing, improper conduct, or harassment, the confidential report will be instantly and discreetly forwarded for review.

Social Capital

Stakeholder and Society. We are committed to increasing transparency and engaging with stakeholders through a wide variety of mediums, summarized as follows.



Stakeholder		Engagement Tools
Shareholders		Annual meeting Investor calls In-person meetings Investor conferences Quarterly earnings press releases SEC filings and annual report
Customers		Day-to-day customer service, including complaints program and monitoring Call center Social media Website Regional advisory boards
Employees		Internal News About U newsletter Employee appreciation weeks and activities Intranet In-person meetings Chairman communications DE&I employee liaisons Exit surveys Performance reviews
Communities		Volunteer and outreach activities Philanthropic donations Event sponsorships

Customer Due Diligence. United is committed to doing our part to prevent financial crimes. We have an internal policy outlining responsibilities regarding the implementation of the Bank Secrecy Act (“BSA”), Anti-Money Laundering (“AML”), Office of Foreign Assets Control (“OFAC”), and related regulations. The BSA/AML/OFAC program includes internal controls for detecting and reporting activity such as large currency transactions, unusual funds transfers, Know Your Customer policies, Enhanced Due Diligence policies, or unusual employee activity. All employees are responsible for reporting suspicious activity to the Bank’s BSA Officer. United maintains an ongoing training program covering money laundering detection procedures for personnel in all departments. The BSA program, including United’s BSA Officer, is formally approved by the Board of Directors. Each quarter the Board of Directors reviews program summaries and receives related training. United’s internal audit department conducts thorough program reviews annually and United is subject to periodic BSA regulatory examinations.

Political Contributions. United supports various industry trade associations, including their lobbying efforts on behalf of the industry. For example, we have an internal Government Relations Committee which attends the annual American Bankers Association (“ABA”) Government Relations Summit, State Banker Days, and regular legislative events to stay informed and meet face-to-face with our respective state and federal representatives. We participate in calls to action, grassroots leadership, and offer financial support to BankPAC. The Government Relations Committee has followed and advocated for bills like the Cares Act and was active in grassroots efforts urging Congress to act on PPP Forgiveness process improvements and supporting ABA efforts on Anti-Money Laundering and Bank Secrecy Act reform and Qualified Mortgage reform.

Access to Finance. We have robust community partnerships across our footprint. Our team members volunteer by serving on boards of directors, conducting financial literacy or homebuying workshops, and providing technical assistance to potential borrowers. We support these partnerships financially, donating millions to programs such as scholarships for first generation diverse college students, after school programs, affordable housing initiatives, financial empowerment seminars, social service agencies, work study programs, and more.

Equipping our customers with the tools that they need to be financially successful is essential to our work as bankers. United’s financial literacy program includes bank-wide participation in campaigns such as Teach Children to Save and America Saves Week. United’s financial literacy program is also flexible and locally responsive. Employees spearhead partnerships with local nonprofits to provide educational workshops to low-income families or small business owners. Individual employees also champion financial literacy in their regions. For example, a United employee chairs the DC Mayor’s Financial Literacy Council.

United provides hundreds of millions of loans and investments to support affordable housing, services for low- and moderate-income families, small business growth, or community revitalization. This includes equity investments to community development finance institutions that they use to provide low-cost capital to small and minority business owners. The financing is paired with technical assistance to ensure their success during particularly challenging times such as the ongoing pandemic.

Product Safety, Quality, and Brand

Fair and Responsible Banking. United maintains formal policies, programs, and trainings to ensure credit products are made available to all applicants on a consistent and fair basis. United’s Fair and Responsible Banking Program is proactive in identifying and addressing emerging risks across the institution. The team works to ensure that United’s practices across product lines are fair and responsive to all applicants

and customers.

United is committed to ensuring that its customers are treated fairly throughout the product lifecycle. As part of this commitment, Compliance is involved in evaluating new products or services. Compliance also collaborates with the Marketing Department to ensure United is transparent and clear in product descriptions and that marketing strategies reach historically underserved communities. The Marketing Department has a standalone Advertising Policy and has incorporated fair lending objectives into its Corporate Strategic Plan. Marketing department employees involved in the creation of advertisements participate in periodic training on the UBSI Advertising Policy & Procedures.

Complaint Management. A robust complaint management program provides meaningful information that 1) helps United identify potential regulatory or reputational risks, 2) allows United to efficiently focus resources at critical consumer issues, 3) builds trust between United and its customers, and 4) improves the overall United consumer and customer experience. It is United’s practice to respond promptly and accurately to any complaint by a customer. Lines of business hold responsibility for resolving complaints, with support from Compliance as needed. Complaints are tracked in a centralized system, assigned a risk rating, and monitored by United’s Compliance team. This system helps to ensure that we are responsive and responsible in handling consumer complaints. It also ensures that intelligence gathered from consumer contacts is organized, retained, and used as part of the United’s overall compliance management system.

Customer Privacy and Security. The Bank’s Chief Information Security Officer is responsible for the overall governance of the Information/Cyber Security program, with oversight by the Board Risk Committee. United regularly assesses threats and vulnerabilities to our systems, performs reviews of information security controls and network security, and reports findings annually to the Board of Directors. Our Privacy Policy describes how we collect, share, and protect personal information. Comprehensive controls that ensure the security and confidentiality of information systems are physical, technical, and administrative in nature. System users are provisioned based upon the principle of least privilege, in which only those access rights and permissions required to perform work are granted. Every employee is assigned training annually on privacy and security practices and every employee is responsible for protecting customer information. Employees complete Privacy Incident Reports if there is suspicion that a customer’s personal privacy has been compromised, and the Report is submitted to the Information Security Department for further investigation. United conducts annual security awareness training and employees are tested through monthly simulated phishing attacks. At least annually, the various components of United’s Information/Cyber Security program are thoroughly reviewed by United’s internal audit and a third-party conducts penetration testing. United’s Information/Cyber Security program is also subject to regulatory examinations.

Fraud Prevention. United continues to deploy advanced technologies to detect and prevent fraud. We were early adopters in leveraging artificial intelligence and machine learning to uncover fraudulent activity quickly and effectively. United has systems specifically targeted to detect and prevent deposit fraud, online account takeover, elder abuse, and other emerging fraud techniques. Our systems analyze customer activity across multiple deposit channels to uncover fraudulent activity. United has been very successful in helping our customers when they have experienced fraudulent activity.

Digital Innovation. United uses data to make digital investment decisions on where and when to implement new technologies that are fundamental to modern IT service delivery. We aim to deliver ‘easy-to-use’ banking experiences. We are committed to improving the customer experience at every interaction and will continue to promote ‘easy-to-use’ self-service channels. We are adding new functionality to mobile banking, working toward parity between online banking and our mobile platform. Digital offerings also enhance the employee experience, freeing up their capacity to focus on our customers, and automating processes that will increase overall efficiency with a reduced error rate. United’s digital strategy will continue

to develop as our stakeholders’ needs change and evolve.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by United’s shareholders, United’s Audit Committee has selected Ernst & Young LLP (“Ernst & Young”), Charleston, West Virginia as the independent registered public accounting firm for United to audit the consolidated financial statements of United and its subsidiaries for the fiscal year ending December 31, 2022. Ernst & Young has audited the financial statements of United and its subsidiaries since 1986.

Representatives of Ernst & Young will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so. Such representatives of the firm will be available to respond to appropriate shareholder inquiries at the Annual Meeting.

The affirmative vote of a majority of votes cast on this proposal is required for the approval of this proposal. In determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker non-votes will be disregarded and will have no effect on the outcome of the vote.

Shareholder ratification of the selection of Ernst & Young as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board of Directors is submitting the selection of Ernst & Young to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will terminate Ernst & Young as the Company’s independent registered public accounting firm and direct the appointment of a different firm. Even if the selection is ratified, the Audit Committee and the Board of Directors in their discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its shareholders.

The Audit Committee and the Board of Directors recommends a vote “FOR” the ratification of

Ernst & Young as the independent registered accounting firm for United.

AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The Audit Committee reviews United’s financial reporting process on behalf of the Board of Directors and is responsible for appointment, compensation and oversight of the external auditor. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal control. United’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the 2021 consolidated financial statements. This discussion included the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.

The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed under Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee received from the independent registered public accounting firm the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and discussed with them their independence from the Company and its management. The Audit Committee determined that all services provided to the Company by the independent registered public accounting firm, including non-audit services, are compatible with the auditors’ independence.

In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the consolidated financial statements and management’s report on the effectiveness of internal control over financial reporting be included in United’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the Securities and Exchange Commission.

No member of the Audit Committee is a former or current officer or employee of United.

Audit Committee


Gary G. White, Chairman		Mary K. Weddle
Mark R. Nesselroad		P. Clinton Winter

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to pre-approve permitted services provided that the Chair reports any decisions to the Committee at its next scheduled meeting. During 2021 and 2020, all services related to the audit, audit-related and tax fees described below provided by Ernst & Young LLP were pre-approved by the Audit Committee.

Independent Registered Public Accounting Firm Fees Information

Audit Fees. Fees for audit services were $1,600,576 in 2021 and $1,588,656 in 2020, including fees associated with the annual audit, the reviews of United’s quarterly reports on Form 10-Q and annual report on Form 10-K, and required statutory audits as well as the audit of management’s assertion on the effectiveness of internal control over financial reporting.

Audit-Related Fees. Fees for audit-related services were $273,200 in 2021 and $273,000 in 2020. Audit-related services principally include audits of certain subsidiaries, employee benefit plans, and other attest services not classified as audit.

Tax Fees. Fees for tax services, including tax compliance, tax advice and tax planning were $250,875 in 2021 and $338,172 in 2020.

PROPOSAL 3: APPROVAL OF, ON AN ADVISORY BASIS, THE COMPENSATION OF UNITED’S NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, shareholders will be asked to provide their support with respect to the compensation of United’s named executive officers by voting on an advisory, nonbinding resolution.

The executive officers named in the summary compensation table set forth in this proxy statement and deemed to be United’s “named executive officers” are Richard M. Adams, James J. Consagra, Jr., Richard M. Adams, Jr., W. Mark Tatterson and Jerold L. Rexroad.

Shareholders are urged to read the compensation information on the following pages of this proxy statement which discusses the compensation policies and procedures with respect to United’s named executive officers and vote on the following advisory, nonbinding resolution.

RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to United’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion.

As detailed in the Compensation Discussion and Analysis beginning below, United’s compensation for its named executive officers is in line with its peer group while United’s financial performance continues to be

superior to its peer group’s financial performance. In addition, United’s Compensation Committee has reviewed the Company’s compensation policies and believes that United’s policies do not promote unnecessary risk-taking nor are they reasonably likely to have a material adverse effect on the Company.

This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is nonbinding on the Board of Directors. Although nonbinding, the Board of Directors and the Compensation Committee value constructive dialogue on executive compensation and other important governance topics with shareholders and encourage all shareholders to vote their shares on this matter. The Board of Directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding United’s executive compensation programs.

United is currently conducting the “say-on-pay” advisory vote on an annual basis. The next “say-on-pay” advisory vote is scheduled for the 2023 Annual Meeting of Shareholders.

The Board of Directors and Compensation Committee recommends a vote “FOR” the nonbinding resolution to approve the compensation of United’s named executive officers.

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

UBSI 2021 Performance

United Bankshares continues to be one of the best performing regional banking companies in the nation based upon our consistent earnings performance, solid asset quality, and strong capital position. Key accomplishments for 2021 included:

•

Achieved record income before taxes of $463 million and record net income of $368 million (including $21.4 million in pre-tax merger-related expenses)

•

Increased Diluted Earnings Per Share from $2.40 in 2020 to $2.83 in 2021

•

Increased Core Diluted Earnings Per Share (excluding merger-related expenses) from $2.76 in 2020 to $2.96 in 2021

•

Outperformed United’s Proxy Peer Group (defined on page 38) with reported Return on Average Assets (“ROAA”) of 1.35% and Core Return on Average Assets of 1.41% (excluding merger-related expenses) compared to the Proxy Peer Group’s average ROAA of 1.24%, and median ROAA of 1.16%, ranking United’s ROAA in the 78^th percentile

•

Increased the dividend to shareholders for the 48^th consecutive year, from $1.40 to $1.41 per share, a record only one other major banking company in the United States has achieved

•

In March of 2021, S&P Global ranked UBSI the 4^th best performing bank among the 50 largest US Banks based upon our growth, profitability, and safety and soundness metrics

•

Member of the Dow Jones US Dividend Select Index, S&P High Yield Dividends Aristocrats Index, and the NASDAQ US Dividend Achiever 50 Index

•

Asset quality remained sound with Non-Performing Assets to Total Assets decreasing from 0.59% in 2020 to 0.36% in 2021

•

Continued to be well-capitalized based on all regulatory guidelines, with capital ratios well in excess of the regulatory requirements: Risk-Based Capital Ratio of 15.4%, a Common Equity Tier 1 Capital Ratio of 13.4%, a Tier 1 Capital Ratio of 13.4%, and a Leverage Ratio of 11.0%

•

Outperformed the KBW Bank Index since its inception in 1992 with a total return of 1,058% compared to United’s total return of 1,229%

•

Successfully completed the 33^rd acquisition of the current administration, Community Bankers Trust Corp. (Essex Bank), a high-performing bank holding company with assets of $1.8 billion and 26 offices in Richmond, Lynchburg, and the Northern Neck of Virginia, and Baltimore and Annapolis in Maryland

•

Continued our position as the largest community bank headquartered in the nation’s capital, with the #1 deposit market share of all community banks in the Washington, D.C. MSA

•

Supported our employees, customers, and communities throughout the COVID-19 Pandemic

Active participant in the Paycheck Protection Program (“PPP”), in 2021, originating an additional 4,500 “PPP” loans for approximately $450 million

•

Continued to enhance our Environmental, Social, and Governance (ESG) Initiatives, including our Diversity, Equity, and Inclusion (“DE&I”) Program and practices

•

Continued our commitment of providing financial services to historically underserved communities

We refer to the non-GAAP financial measures “Core” Return On Average Assets (ROAA) and Core Diluted Earnings per Share (excluding merger-related expenses) in this Compensation Discussion and Analysis. For a reconciliation of these non-GAAP measures to the GAAP measures, please see “Use and Reconciliation of Non-GAAP Financial Measures” on page 47.

Philosophy of Compensation Program

The Company’s philosophy is to ensure that the total compensation paid to all its employees is fair, reasonable, competitive, maintains a balance between risk and reward, and is aligned with the best interests of our shareholders. United’s Compensation Committee (the “Committee”), comprised entirely of independent directors, administers United’s executive compensation program consistent with the Company’s compensation philosophy. Ensuring that United’s compensation program does not encourage excessive risk-taking continues to be a top priority of the Committee, and the Committee monitors the Company’s risk profile and risk management process to be sure that the Company’s compensation policies do not promote unnecessary and excessive risks that may threaten the value of the Company. All elements of compensation for the Company’s executive officers, as well as all its employees, are determined by competitive practices from marketplace data. For example, base salaries fall within salary ranges formulated from competitive salary information for like positions in like financial institutions. This information is developed from salary surveys as well as other peer group information. This compensation data is verified from time to time by outside consultants.

The Company strives to closely link executive and nonexecutive compensation with the achievement of financial and non-financial performance goals. Compensation is based on corporate performance, business unit performance, individual performance, and an individual’s level of responsibility. In general, with an increased level of responsibility, there is a greater emphasis on corporate performance. The Committee believes that discretion, flexibility, and judgment are important to its ability to deliver appropriate incentive compensation. It is the Company’s practice to provide a mix of cash, equity-based compensation, and other non-cash compensation that it believes balances the best interests of the Company’s employees and the Company’s shareholders, reflecting near-term performance results and progress toward longer-term objectives.

At our 2021 Annual Meeting of Shareholders, our shareholders were given the opportunity to provide feedback to the Committee in the form of a nonbinding advisory vote on the Company’s executive compensation program, commonly referred to as a “Say-on-Pay” vote. Our shareholders overwhelmingly approved the compensation of our named executive officers, with 97.14% of the votes cast in favor of the “Say-on-Pay” resolution approving the compensation of the named executive officers for the 2020 fiscal year. Even though the result of the “Say-on-Pay” vote is nonbinding, the Board of Directors and Committee value the opinions that shareholders express in their votes and will continue to consider the outcome of the vote when making future executive compensation decisions.

Additionally, when determining how often to hold an advisory vote on executive compensation, the Board considered the strong preference for an annual vote expressed by our shareholders at our 2017 Annual Meeting. Accordingly, the Board determined that we would hold an annual advisory shareholder vote on the compensation of our named executive officers until the next “Say-on-Pay” frequency vote.

United’s compensation practices specifically related to its executive officers are presented in more detail in the following discussion and analysis.

Role of Executive Officers and the Committee in Compensation Decisions

As provided in its charter, the Committee has the authority to determine all compensation components for the named executive officers and to approve equity awards to other officers of the Company. The Committee met in February 2021 to discuss the annual evaluation process; to analyze peer data as it relates to executive compensation; to act on compensation issues for the named executive officers for 2021 and cash incentive awards for performance during 2020; to review consultant’s calculations related to the CEO Pay Ratio; to reaffirm the Company’s Proxy Peer Group; to review and approve the Company’s long-term incentive compensation; and to review Board compensation. The Committee also met in July 2021 to review the results of the shareholder votes related to “Say-on-Pay” from the Annual Meeting of Shareholders and discuss the proxy advisory service reports. In addition, the Committee met in November 2021 to review the Annual Incentive Compensation Risk Assessment and to review the Company’s Management Succession and Development Plan. Prior to the February 2021 Compensation Committee Meeting, the Chairman of the Company’s Compensation Committee and the Company’s Chief Executive Officer met to review the performance of the Company, the CEO’s performance, the performance of the other named executive officers,

and the CEO’s recommendations as to the compensation of each named executive officer. The conclusions reached and recommendations based on these reviews, including salary adjustments and annual award amounts, were presented to the Committee. The Committee, without the CEO present, annually reviews the CEO’s performance and reaches a recommendation as to his compensation.

The Committee considered compensation information for the Proxy Peer Group gathered from documents filed with the Securities and Exchange Commission and publicly available executive compensation surveys. The Committee also reviews a summary compensation table which provides an overview of total compensation for each named executive officer. The summary compensation table includes the value of each component of compensation including, base salary, annual cash incentive award, stock award, stock option awards, change in pension benefit value, change in non-qualified deferred compensation earnings, and other compensation. The Committee reviews the compensation table on an annual basis.

Overview of Compensation Program

The Company’s executive compensation program is designed to:

•

Retain executive officers by paying them competitively, motivating them to contribute to the Company’s success, and rewarding them for their performance.

•

Link a substantial part of each executive officer’s compensation to the performance of both the Company and the individual executive officer.

•

Encourage ownership of Company common stock by executive officers.

•

Discourage excessive risk-taking by executive officers.

2021 Executive Compensation Components

For the fiscal year ended December 31, 2021, the principal components of compensation for named executive officers were:

•

Salary

•

Annual cash incentive compensation

•

Long-term incentive equity-based compensation

•

Retirement and other benefits

2021 Target Pay Performance Mix

The Committee aims to establish the appropriate balance between fixed and performance-based compensation as well as between its annual incentive and long-term incentive compensation. The following charts display the target pay mix of total compensation in 2021 for the Chief Executive Officer (“CEO”) and the average of the other four Named Executive Officers (“NEOs”) based on the executives’ actual salary and their target annual incentive and long-term incentive awards.

LOGO

Role of Consultants, Peer Group, and Surveys

The Company uses salary surveys and peer group information when evaluating the compensation of our named executive officers. Periodically, the Committee retains the services of nationally recognized compensation consulting firms to provide independent advice on compensation matters and to review the Company’s compensation program for all executive officers. The Committee has the authority to retain and

terminate any compensation consultant that assists its compensation analysis. The Committee receives comparative compensation data from independent compensation consultants’ reports, management, proxy statements, and other public disclosures providing insight on industry best practices. In 2019 and early 2020, the Committee consulted with McLagan to redefine its Proxy Peer Group and to prepare models for the Committee’s consideration regarding the share size and design of United’s long-term incentive plan taking into consideration proxy advisory firm and principal shareholder policies. Additionally, in 2020, the Committee consulted with McLagan to review executive compensation compared to peers and to assist with the development of the design of a new long-term incentive plan which is more fully described in the Long-Term Incentive Compensation section on page 42.

Proxy Peer Group (“Peer Group”)

In February 2021, in consultation with McLagan, the Committee reevaluated the Company’s Proxy Peer Group considering M&A activity, the number of peers remaining in the Peer Group, a peer company’s size (market capitalization and asset size), business mix, and other factors which the Committee believed to be representative of the Peer Group.

At the meeting held on February 22, 2021, the Committee reaffirmed the Company’s recommended Proxy Peer Group in determining executive compensation for 2021. The Committee considers a peer company’s size, business mix, and other factors which the Committee believed to be representative of the Peer Group. This Proxy Peer Group represented a market capitalization range of $2.04 billion to $7.33 billion and had an average market capitalization of $3.83 billion compared to United’s market capitalization of $4.45 billion as of early February 2021.

In determining executive compensation for 2021, the Committee utilized the Proxy Peer Group, which included the following 18 companies:



2021 PROXY PEER GROUP
PEER	STATE	PEER	STATE
Associated Banc-Corp	Wisconsin	Hancock Whitney Corporation	Mississippi
Atlantic Union Bankshares Corp.	Virginia	PacWest Bancorp	California
Cadence Bank	Mississippi	Pinnacle Financial Partners, Inc.	Tennessee
Bank OZK	Arkansas	Simmons First National Corporation	Arkansas
Bank United, Inc.	Florida	UMB Financial Corporation	Missouri
Cullen/Frost Bankers, Inc.	Texas	Umpqua Holdings Corporation	Oregon
F.N.B. Corporation	Pennsylvania	Webster Financial Corporation	Connecticut
First Midwest Bancorp Inc.	Illinois	Western Alliance Bancorporation	Arizona
Fulton Financial Corp.	Pennsylvania	Wintrust Financial Corporation	Illinois

Named Executive Officers (“NEOs”)

The Company’s Named Executive Officers (“NEOs”) for 2021 include the Chief Executive Officer, the Chief Financial Officer, and our next three most highly compensated executive officers. Our NEOs are summarized in the table below:


Executive	Title	Years at United
Richard M. Adams	Chief Executive Officer	52
James J. Consagra, Jr.	Chief Operating Officer	24
Richard M. Adams, Jr.	President	27
W. Mark Tatterson	Chief Financial Officer and Treasurer	24
Jerold L. Rexroad	Executive Vice President; Chairman of the Carolinas	2

Salaries

The first element of the executive compensation program is salaries. Salaries of the named executive officers are reviewed on an annual basis. In recent years, the Committee has been directing a shift in the mix of the Company’s executive compensation toward incentive compensation. This strategy is intended to increase the performance orientation of the Company’s executive compensation, and the Committee continued this emphasis in 2021. In setting the base salary for the Chief Executive Officer, and in reviewing and approving the salaries for the other named executive officers, the Committee first reviews the history of and the proposals for the compensation for each individual, including cash and equity-based components. In setting the salaries of the named executive officers, the Committee does not benchmark but considers salaries paid by the Proxy Peer Group to executive officers holding equivalent positions, the information contained in the consultant’s executive compensation reports, corporate performance, business unit performance, individual performance, and an individual’s level of responsibility.

Based on the competitive salary data described above, the Committee established a competitive midpoint for a salary range which was used as a guideline to determine the named executive officers’ base salaries for the following year. At its meeting held on February 22, 2021, the Committee decided to increase the base salaries for the named executive officers, as is reflected in the following table. These base salary increases were effective on June 1, 2021.


Executive	Title	2020 Base Salary		2021 Base Salary		% Increase
Richard M. Adams	Chief Executive Officer	$	1,200,000	$	1,248,000		4.0	%
James J. Consagra, Jr.	Chief Operating Officer	$	650,000	$	676,000		4.0	%
Richard M. Adams, Jr.	President	$	650,000	$	676,000		4.0	%
W. Mark Tatterson	Chief Financial Officer and Treasurer	$	500,000	$	560,000		12.0	%
Jerold L. Rexroad	Executive Vice President; Chairman of the Carolinas	$	520,000	$	568,000		9.2	%

Annual Incentive Plan (“AIP”) Compensation

The second element of the executive compensation program is the Annual Incentive Plan (AIP) compensation. The purpose of the Company’s AIP compensation is to motivate and reward executives for their contributions to the Company’s performance by making a portion of their cash compensation variable and

dependent upon the Company’s performance. The Committee annually sets the metrics for the AIP compensation for the current year and approves the awards of AIP compensation for the prior year based on the Company’s performance against the prior year’s metrics. The Committee considered the industry best practices provided by McLagan in the design of the 2021 AIP compensation framework.

The Committee considered a variety of possible performance metrics for the AIP compensation for 2021. These metrics are designed to align how management, shareholders, and banking regulators assess the Company’s financial performance. The Committee determined that the following measures would focus executives on objectives that would benefit the Company and shareholders:

•

Earnings Per Share*

•

Return on Average Assets*

•

Non-Performing Assets Ratio

Due to the completed acquisition of Community Bankers Trust Corporation (Essex Bank), the Committee determined that certain adjustments would be made to exclude, on an after-tax basis, the impact of merger-related charges recorded in 2021. Pre-tax merger-related expenses of $21.4 million were excluded on an after-tax basis in the analysis of these metrics.

LOGO

Earnings Per Share is the ratio of after-tax earnings to average diluted shares and is a common metric used by investors to evaluate the profitability of a company. Return on Average Assets (“ROA”) is defined as the ratio of after-tax earnings to average total assets and allows investors to evaluate banks by their asset size, with loans and investment securities making up the largest components of the assets. Non-Performing Assets Ratio is the ratio of the sum of loans 90 days past due, non-accrual loans, restructured loans, and other real estate owned (“OREO”) to the sum of total assets, which gives investors and regulators an evaluation of a company’s asset quality, allowing them to determine if management is taking excessive risks. Total Shareholder Return was removed from the AIP goals for 2021 due to its inclusion as a performance metric in the 2021 long-term incentive compensation.

The table below summarizes the 2021 performance measures and goals approved by the Committee for the named executive officers, as well as the actual 2021 performance results.


Goal	Weight	Threshold	Target	Maximum	Actual
Earnings Per Share*	40%	$2.25	$2.50	$2.75	$2.96*
Return on Average Assets*	40%	25^th Percentile	50^th Percentile	75^th Percentile	78^th Percentile *
Non-Performing Assets Ratio	20%	25^th Percentile	50^th Percentile	75^th Percentile	39^th Percentile

*	Metrics exclude, on an after-tax basis, the $21.4 million in pre-tax merger-related charges recorded in 2021.

Named executive officers are entitled to award opportunities based upon a percentage of base salary. Actual awards can range from 0% to the percentage set forth in the “Maximum” column of the table below, depending upon the corporate performance relative to the AIP compensation goals. The Committee established the target awards based in part on the market data for comparable executives included in the McLagan analysis. Performance between each performance level is interpolated on a straight-line basis. The following table represents the potential award opportunity levels expressed as a percentage of base salary for each named executive officer of United for 2021.


Named Executive Officer	Threshold	Target	Maximum
Richard M. Adams	15%	90%	140%
James J. Consagra, Jr.	5%	55%	80%
Richard M. Adams, Jr.	5%	55%	80%
W. Mark Tatterson	5%	55%	80%
Jerold L. Rexroad	5%	55%	80%

The AIP for each named executive officer includes a discretionary feature that allows the Committee to adjust the award that would otherwise be suggested by rigid computation of the formula in the AIP. The discretionary feature was not utilized in determining this year’s annual cash incentive.

Based upon the Company’s 2021 performance, Richard M. Adams received an annual cash incentive award equating to 137% of his targeted level, and the other named executive officers received annual incentive awards equating to 128% of their targeted incentive award level. The following tables include the performance level achieved with respect to each performance goal relative to the weighting and the level of each performance goal, and the actual annual incentive awards paid to each named executive officer based upon overall performance.


Performance Goal	Performance Level Achieved	Weighting	Actual Payout Relative to Target (CEO, Adams)	Actual Payout Relative to Target (Consagra, Adams, Jr)	Actual Payout Relative to Target (CFO, Tatterson)	Actual Payout Relative to Target (Rexroad)
EPS*	Reached Maximum	40%	156%	145%	145%	145%
ROAA*	Reached Maximum	40%	156%	145%	145%	145%
NPAs / Total Assets	Between Threshold & Target	20%	63%

SEC Form DEF 14A filed by United Bankshares Inc.