DEF 14A of United Bankshares Inc/WV, Apr 1, 2025

DEF 14A of United Bankshares Inc/WV

Filed Apr 1, 2025 · FY20240001193125-25-069709

Open on EDGAR

  1. List of Shareholders

    List of Shareholders If a shareholder requests a list of shareholders entitled to vote at the 2025 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 2025 Annual Meeting; or (ii) mail the requesting shareholder’s materials to the shareholders.

  2. List of Shareholders

    | PROPOSAL 1: ELECTION OF DIRECTORS |

  3. List of Shareholders

    The Board of Directors consists of one class of fifteen (15) directors. Fifteen (15) directors will be elected at our 2025 Annual Meeting to serve for a one-year term expiring at our Annual Meeting in the year 2026. 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 2025 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 or her successor has been elected or until his or her death, resignation or retirement. The Board of Directors has proposed the following nominees for election as directors with terms expiring in 2026 at the Annual Meeting: Richard M. Adams, Richard M. Adams, Jr., Charles L. Capito, Jr., Peter A. Converse, Dr. Sara DuMond, Michael P. Fitzgerald, Dr. Patrice A. Harris, Diana Lewis Jackson, J. Paul McNamara, Mark R. Nesselroad, Lacy I. Rice, III, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter. All of the nominees except for Dr. DuMond 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. Of our fifteen (15) director nominees, four are female, two of whom are African-American. Age is of the record date of March 6, 2025.

  4. List of Shareholders

    | 2025 Director Nominee Overview | | | | | Name | Age | Director Since | Principal Experience/Occupation | | Richard M. Adams | 78 | 1984 | Executive Chairman, United Bankshares, Inc. | | Richard M. Adams, Jr. | 56 | 2022 | CEO, United Bankshares, Inc. | | Charles L. Capito, Jr. | 70 | 2021 | Former Managing Director, Wells Fargo Advisors | | Peter A. Converse | 74 | 2014 | Former President & CEO, Virginia Commerce Bancorp, Inc. | | Sara DuMond, MD, FAAP | 52 | 2024 | Pediatrician & the Founder/ CEO of Pediatric Housecalls, PLLC | | Michael P. Fitzgerald | 68 | 2016 | Former Co-Founder, Chairman, CEO & President, Bank of Georgetown | | Patrice A. Harris, MD, MA, FAPA | 65 | 2020 | Psychiatrist & CEO of eMed | | Diana Lewis Jackson | 62 | 2022 | President & Founder of Action Facilities Management | | J. Paul McNamara | 76 | 2003 | Chairman of Potomac Capital Advisors | | Mark R. Nesselroad | 69 | 2011 | CEO of Glenmark Holding LLC | | Lacy I. Rice, III | 63 | 2022 | Co-Founder & Managing Partner, Federal Capital Partners | | Albert H. Small, Jr. | 68 | 2018 | Founder & President of Renaissance Centro Inc., LLC | | Mary K. Weddle | 74 | 2004 | CPA & Former EVP of The Long & Foster Companies | | Gary G. White | 75 | 2008 | Business Consultant | | P. Clinton Winter | 77 | 1996 | President of Bray & Oakley Insurance Agency, Inc. |

  5. List of Shareholders

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

  6. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2025 AND NOMINEES FOR DIRECTORS | | | | | Amount of Beneficial Ownership of Shares of Common Stock, Options and RSUs (c) | | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d) | Shares (a) | Options and RSUs (b)% | | RICHARD M. ADAMS, 78, 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 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. | 974,190 | 232,372* | | 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 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 Chamber of Commerce. Mr. Adams is a past Chairman of the Board of Directors of the West Virginia Business Roundtable, the West Virginia Chamber of Commerce, the West Virginia Bankers Association, 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. Mr. 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, the West Virginia United Health System and the Rotary Club. Mr. Adams also serves as Chairman of the Executive Committee. | | | | RICHARD M. ADAMS, JR., 56, 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 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. has been a director of the Company since 2022. | 188,240 | 76,975* | | Mr. Adams, Jr. successfully served as the Company’s President for over seven years before becoming the Chief Executive Officer. Mr. Adams, Jr. has served in a managerial capacity at the Company for almost 25 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 Bank Policy Institute, 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. | | |

  7. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2025 AND NOMINEES FOR DIRECTORS | | | | | Amount of Beneficial Ownership of Shares of Common Stock, Options and RSUs (c) | | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d) | Shares (a) | Options and RSUs (b)% | | CHARLES L. CAPITO, JR., 70, 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. | 12,574 | —* | | 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 is a member on the West Virginia University Board of Governors, a trustee for the Charleston Area Medical Center, Inc. and a director of Vandalia Health. Mr. Capito serves as the Audit Committee Chairman for Vandalia Health and is a member of the Executive Committee for both the Charleston Area Medical Center, Inc. and Vandalia Health. Mr. Capito is also a member of the Executive Committee for the International Neighbors Club 1 (of Washington D.C.) and a member of the Executive Council for the Congressional Families Cancer Prevention Program. Mr. Capito previously served as the President of the Board for the Congressional Club Museum and Foundation in Washington, D.C. Mr. Capito is a member of the Risk Committee. | | | | PETER A. CONVERSE, 74, 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. | 436,673 | —* | | 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. | | | | SARA DuMOND, MD, FAAP, 52, is a practicing pediatrician and the founder and chief executive officer of Pediatric Housecalls, PLLC. Dr. DuMond was appointed as a director of United Bank and the Company in October of 2024. | 2,454(e) | —* | | Dr. DuMond has practiced general pediatrics at a private group practice in the Lake Norman, N.C. area before establishing Pediatric Housecalls, PLLC in 2011. Dr. DuMond is a highly accomplished and respected leader of her industry who does incredible work to better her community. Dr. DuMond graduated from West Virginia University with a bachelor’s degree in physical therapy and went on to earn her medical degree from the West Virginia University School of Medicine with Alpha Omega Alpha distinction, the highest honor society for physicians in the U.S. Dr. DuMond completed her residency in pediatrics at Carolinas Medical Center. Dr. DuMond is a fellow of the American Academy of Pediatrics and a member of the North Carolina Medical Society and Mecklenburg Medical Society. In addition to managing her clinical practice, Dr. DuMond has served on numerous advisory boards as an advocate for evidence-based child health information, including Dr. Brown’s Expert Medical Panel, American Baby Magazine, WebMD, and KidsHealth.org. She has also served as a volunteer relief physician in Guatemala with Medical Missions Ministries and is active in Mecklenburg Community Church. | | |

  8. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2025 AND NOMINEES FOR DIRECTORS | | | | | Amount of Beneficial Ownership of Shares of Common Stock, Options and RSUs (c) | | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d) | Shares (a) | Options and RSUs (b)% | | MICHAEL P. FITZGERALD, 68, 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. | 213,384 | —* | | Mr. Fitzgerald has over 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. | | | | PATRICE A. HARRIS, MD, MA, FAPA, 65, is a practicing psychiatrist trained in child/adolescent and forensic psychiatry, Chief Executive Officer of eMed and former 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. | 12,357 | —* | | 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 brings her leadership skills in her role as a director of the Company and as a member of the Compensation and Human Capital and Governance and Nominating Committees. | | |

  9. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2025 AND NOMINEES FOR DIRECTORS | | | | | Amount of Beneficial Ownership of Shares of Common Stock, Options and RSUs (c) | | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d) | Shares (a) | Options and RSUs (b)% | | DIANA LEWIS JACKSON, 62, is the President and Founder of Action Facilities Management (“AFM”). Ms. Lewis Jackson is a director of United Bank. Ms. Lewis Jackson has been a director of the Company since 2022. | 12,199 | —* | | 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. Lewis Jackson has provided her time, leadership and generosity into a myriad of 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. Lewis 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. Ms. Lewis Jackson brings her knowledge of government contracting, her leadership skills and her experience on boards of directors to her role as a director of the Company and as a member of the Risk Committee. | | | | J. PAUL MCNAMARA, 76, 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. | 80,024 | —* | | Currently, Mr. McNamara is the Chairman of Potomac Capital Advisors, a privately held real estate investment company. Mr. McNamara has spent over 50 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 Human Capital and Risk Committees. | | | | MARK R. NESSELROAD, 69, 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. | 69,827 | —* | | 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, the West Virginia United Health System and the EdVenture Group and he currently serves on the Board of Directors of the Mylan Park Foundation, Inc. and the Morgantown Community Resource 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 and Human Capital Committees. | | |

  10. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2025 AND NOMINEES FOR DIRECTORS | | | | | Amount of Beneficial Ownership of Shares of Common Stock, Options and RSUs (c) | | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d) | Shares (a) | Options and RSUs (b)% | | LACY I. RICE, III, 63, is the co-founder and managing partner of Federal Capital Partners (“FCP”). Mr. Rice is a director of United Bank. Mr. Rice has been a director of the Company since 2022. | 36,911 | —* | | 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 over 35 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), which FCP purchased and took private. Mr. Rice brings his knowledge of commercial real estate in key geographic markets of United and his experience on boards of directors to his role as a director of the Company and as a member of the Audit Committee. | | | | ALBERT H. SMALL, JR., 68, 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. | 16,848 | —* | | 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 the Vice Chair of the Board for Tulane University and a former director of Griffin Industrial Realty, Inc. and Indus Realty Trust. Mr. Small is active in World Presidents’ Organization (“WPO”), Chief Executive Organization (“CEO”), Urban Land Institute, civic boards and philanthropic organizations. | | | | MARY K. WEDDLE, 74, 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. | 23,594 | —* | | 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. | | |

  11. List of Shareholders

    | DIRECTORS WHOSE TERMS EXPIRE IN 2025 AND NOMINEES FOR DIRECTORS | | | | | | Amount of Beneficial Ownership of Shares of Common Stock, Options and RSUs (c) | | | | Name, Age, Principal Occupation and Directorships for the Last Five Years and Experience, Qualifications and Skills (d) | Shares (a) | Options and RSUs (b) | % | | GARY G. WHITE, 75, 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. | 45,921 | — | * | | 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 Human Capital and Governance and Nominating Committees. | | | | | P. CLINTON WINTER, 77, 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. | 545,978 | — | * | | 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 and Human Capital 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 (27 persons) | 4,367,613 | 613,776 | 3.46% |

  12. List of Shareholders

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

  13. List of Shareholders

    | (a) Includes stock held by United Bank’s Trust Department which shares beneficial ownership as described in this footnote. United Bank’s Board of Directors exercises voting authority over 1,124,689 shares held by United Bank’s Trust Department. Mr. Winter exercises voting authority over 51,108 shares. All of these shares are included in the 4,367,613 shares held by all directors, nominees and executive officers as a group. Includes shares of restricted stock. Also includes shares pledged as collateral as follows: Mr. Converse, 100,000 shares and Mr. Winter, 112,412 shares. |

  14. List of Shareholders

    | (b) Beneficial ownership is stated as of March 3, 2025, including shares of common stock that may be acquired within sixty (60) days of that date through the exercise of stock options and common stock acquired upon the accelerated vesting of time-based restricted stock units upon retirement of an officer, termination from the board for any reason except for cause, disability or a change of control pursuant to United’s Stock Option Plans and Long-term Incentive Compensation Plans. No performance-based restricted stock units are included. |

  15. List of Shareholders

    | (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, 29,468 shares; Mr. Adams, Jr., 10,986 shares; Mr. McNamara, 74,561 shares; Mr. Nesselroad, 53,782 shares; Mr. Small, 6,289 shares; and Mr. Winter, 37,800 shares. |

  16. List of Shareholders

    | (d) United Bank is a subsidiary of United. Age is as of the record date of March 6, 2025. |

  17. List of Shareholders

    | (e) After March 3, 2025, Dr. DuMond purchased 2,600 shares of United common stock. |

  18. List of Shareholders

    | COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  19. Board Leadership Structure

    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 an Executive Chairman selected by the Board. Richard M. Adams is the Company’s Executive Chairman and Richard M. Adams, Jr. is the Company’s Chief Executive Officer. Mr. Adams moved to Executive Chairman on April 1, 2022 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 1,206,562 shares, closely aligning his interests with those of the Company’s shareholders. Prior to being appointed as the Company’s Chief Executive Officer on April 1, 2022, Mr. Adams, Jr. successfully served as the Company’s President for over seven 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 265,215 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, and determines management compensation by a committee of independent directors. 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 Executive Chairman 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 Executive Chairman; contributing to the performance review of the Executive Chairman; 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 and Human Capital 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 545,978 shares.

  20. Independence of Directors

    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 20, 2025 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 members of the Board of Directors are independent: Charles L. Capito, Jr., Peter A. Converse, Dr. Sara DuMond, Dr. Patrice A. Harris, Diana Lewis Jackson, J. Paul McNamara, Mark R. Nesselroad, Lacy I. Rice, III, Albert H. Small, Jr., Mary K. Weddle, Gary G. White and P. Clinton Winter. The NASDAQ listing standards contain additional requirements for members of the Compensation and Human Capital 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 2024 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. • Charles L. Capito, Jr.’s son, A.A. Moore Capito, is a shareholder with Babst Calland. Babst Calland is a law firm that provided legal services to United Bank in 2024 totaling less than $120,000. Because the amount is below the $120,000 threshold of the NASDAQ listing standards and SEC rules, Mr. Capito satisfies the standards for independence pursuant to the transactional test under Rule 5605(a)(2)(D) of the NASDAQ listing standards. • Peter A. Converse received $120,000 in each of 2022, 2023 and 2024 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 each of 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 G. 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. • Albert H. Small, Jr. owns an interest in 1700K Street Associates, LLC in an aggregate amount of less than 5%. United Bank commenced leasing office space from 1700 K Street Associates in 2019 and paid $548,564 in rent in 2024. Because Mr. Small’s interest in this limited liability company is less than 10% and he is not a managing member or executive officer, this relationship satisfies 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 2024. Payments for these services did not exceed 5% of Action Facilities Management, Inc.’s revenues for 2024, and therefore, the relationship satisfied the standards for independence. • Lacy I. Rice, III owns approximately 33.29% of an entity that owns 80% of the manager of FCP Housing Preservation Fund, L.P., a limited partnership that invests primarily in regulated and unregulated multifamily communities in which the majority of residents earn below 80% of area median income (the “Fund”). United intends to make a $5 million Community Reinvestment Act investment in the Fund. Mr. Rice satisfies the standards for independence because the proposed investment will not constitute payment for property or services under the transactional test under Rule 5605(a)(2)(D) of the NASDAQ listing standards. The Governance and Nominating Committee determined that the following members of the Board of Directors and the nominees for director are not independent: Richard M. Adams, Richard M. Adams, Jr., and Michael P. Fitzgerald. Messrs. Adams, Adams, Jr., and Fitzgerald are not independent because these directors are currently employed by the Company or its banking subsidiary. The Board of Directors reviewed and approved the determinations made by the Governance and Nominating Committee.

  21. Risk Management Oversight

    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 nine risk categories: capital risk, credit risk, liquidity risk, information security risk, market risk, operational risk, regulatory risk, reputational risk, and strategic 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 Chief Risk Officer, 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 Chief Risk Officer. The Chief Risk Officer is an executive officer of the Company who reports directly to the Board of Directors’ Risk Committee Chairman. The Chief Risk Officer provides regular risk management reports to the Board of Directors’ Risk Committee and the full Board of Directors, as well as at meetings of the independent directors. The Chief Risk Officer has established various management level committees under the Enterprise Risk Management program that promote proper risk management practices throughout the Company. Reports are prepared by management and presented to the Board of Directors’ Risk Committee and the full Board of Directors on a regular basis. In addition to the oversight of the Board of Directors’ Risk Committee, the Board of Directors’ Compensation and Human Capital 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 and Human Capital Committee, the Board of Directors’ Risk Committee and the Governance and Nominating Committee are comprised entirely of independent directors.

  22. Board and Committee Membership

    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 2024, the Board of Directors met seven times. The Board of Directors of the Company has five standing committees: The Executive Committee, Audit Committee, Compensation and Human Capital Committee, Risk Committee and Governance and Nominating Committee. During 2024, 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 14 of the incumbent directors of United attended the 2024 Annual Meeting. The Company’s independent directors held two meetings during 2024.

  23. The Executive Committee

    The Executive Committee The Executive Committee is currently comprised of eight directors, Richard M. Adams, Chairman, Richard M. Adams, Jr., Peter A. Converse, Dr. Patrice A. Harris, 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 Resources and Governance Documents at “www.ubsi-inc.com”. During 2024, the Executive Committee met two times.

  24. The Audit Committee

    The Audit Committee The Audit Committee has primary oversight 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 Resources and Governance Documents at “www.ubsi-inc.com”. Current members of this committee are Gary G. White, Chairman, Mark R. Nesselroad, Lacy I. Rice, III, Mary K. Weddle, and P. Clinton Winter. The Audit Committee met four times during 2024. All members of the Audit Committee are independent directors as defined in the NASDAQ listing standards and the SEC rules.

  25. 2024 Executive Compensation Components

    | • | Annual cash incentive compensation |

  26. 2024 Executive Compensation Components

    | • | Long-term incentive equity-based compensation |

  27. Role of Consultants and Advisors

    Role of Consultants and Advisors 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. In 2024, the Committee engaged Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”) as an independent compensation consultant. The Committee reviews comparative compensation data from independent compensation consultants’ reports, management, proxy statements, and other public disclosures providing insight on industry compensation programs and designs. In February 2024, Aon was asked to review executive compensation compared to peers and to recommend any applicable market-based adjustments to the annual and long-term incentive targets of the named executive officers. In 2024, the Committee retained Aon to discuss the expiration of the 2020 LTI Plan and make recommendations on a new equity incentive plan design.

  28. Proxy Peer Group

    Proxy Peer Group At the meeting held in February 2024, the Committee reviewed and amended the Company’s Proxy Peer Group. This Proxy Peer Group represented a market capitalization range of $2.4 billion to $7.0 billion and had an average market capitalization of $4.5 billion compared to United’s market capitalization of $4.8 billion as of early February 2024 at the time the peer group was reviewed and approved. In determining executive compensation for 2024, the Committee utilized the Proxy Peer Group, which included the following 17 companies:

  29. Proxy Peer Group

    | 2024 PROXY PEER GROUP | | | | | Peer | State | Peer | State | | Associated Banc-Corp (ASB) | Wisconsin | Hancock Whitney Corporation (HWC) | Mississippi | | Atlantic Union Bankshares Corp. (AUB) | Virginia | Old National Bancorp (ONB) | Indiana | | Bank OZK (OZK) | Arkansas | Pinnacle Financial Partners, Inc. (PNFP) | Tennessee | | Bank United, Inc. (BKU) | Florida | Simmons First National Corporation (SFNC) | Arkansas | | Cadence Bank (CADE) | Mississippi | SouthState Corporation (SSB) | Florida | | Columbia Banking System (COLB) | Washington | UMB Financial Corporation (UMBF) | Missouri | | Cullen/Frost Bankers Inc. (CFR) | Texas | United Community Banks, Inc. (UCB) | Georgia | | F.N.B. Corporation (FNB) | Pennsylvania | Wintrust Financial Corporation (WTFC) | Illinois | | Fulton Financial Corp. (FULT) | Pennsylvania | | |

  30. Annual Incentive Plan

    Annual Incentive Plan The purpose of the Company’s Annual Incentive Plan (“AIP”) is to motivate and reward executives for their contributions to the Company’s performance by making a portion of their annual cash compensation variable and dependent upon the Company’s performance. Award Opportunity Named executive officers are eligible for award opportunities based upon a percentage of base salary. Actual awards can range from 0% to the percentage set forth under “Maximum” in the “Cash Incentive Range” column of the table below, depending upon the corporate performance relative to the AIP compensation goals. The Committee established the target awards for 2024 based in part on the market data for comparable executives included in the Aon analysis and individual performance considerations. 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 2024.

  31. Annual Incentive Plan

    | Named Executive Officer | 2024 Target Cash Incentive (% of Base Salary) | 2024 Target Cash Incentive | 2024 Cash Incentive Range (Threshold to Maximum, % of Base Salary) | | Richard M. Adams | 75% | $1,047,811 | 37.5% to 120% | | Richard M. Adams, Jr. | 125% | $1,375,000 | 62.5% to 200% | | James J. Consagra, Jr. | 100% | $1,000,000 | 50% to 160% | | W. Mark Tatterson | 80% | $546,000 | 40% to 120% | | Darren K. Williams | 75% | $376,478 | 37.5% to 100% |

  32. Annual Incentive Plan

    Performance Measures and Goals The Committee determines performance measures and goals for the AIP each year and approves the awards of AIP compensation based on the Company’s performance against the metrics. The Committee received and considered the information provided by Aon in the design of the 2024 AIP compensation framework. The Committee considered 2024 AIP performance metrics 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:

  33. Annual Incentive Plan

    | • | Earnings Per Share. 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. |

  34. Annual Incentive Plan

    | • | Return on Average Assets. Return on Average Assets (“ROAA”) 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. |

  35. Annual Incentive Plan

    | • | Non-Performing Assets Ratio. 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. |

  36. Annual Incentive Plan

    The table below summarizes the 2024 performance measures and goals approved by the Committee for the named executive officers. The Committee determined the absolute and peer relative goals and weightings based on a variety of factors, including the Company’s internal budget and consensus external street estimates. The Company’s actual 2024 performance results are also depicted in the table below. Performance between each performance level is interpolated on a straight-line basis.

  37. Annual Incentive Plan

    | Performance Measure | Weight | Threshold | Target | Maximum | Actual | Relative Results | Level of Achievement | | Earnings Per Share | 40% | $2.39 | $2.65 | $2.92 | $2.75 | Between Target and Maximum | | Return on Average Assets | 40% | 25th Percentile | 50th Percentile | 75th Percentile | 88th Percentile | Maximum | | Non-Performing Assets Ratio | 20% | 25th Percentile | 50th Percentile | 75th Percentile | 82nd Percentile | Maximum |

  38. Annual Incentive Plan

    The AIP includes a feature that allows the Committee to adjust, in its discretion, the award that would otherwise be determined by rigid computation of the formula in the AIP. This feature was not used in determining the 2024 annual cash incentive. 2024 AIP Awards The following table displays the actual annual incentive awards paid to each named executive officer based on overall 2024 performance.

  39. Annual Incentive Plan

    | Named Executive Officer | AIP Actual Payout (% of Target) | AIP Actual Payout Incentive ($) | | Richard M. Adams | 145% | $1,518,161 | | Richard M. Adams, Jr. | 145% | $1,992,222 | | James J. Consagra, Jr. | 145% | $1,448,889 | | W. Mark Tatterson | 137% | $750,244 | | Darren K. Williams | 125% | $470,364 |

  40. Chief Executive Officer Performance Evaluation

    Chief Executive Officer Performance Evaluation The CEO received an overall excellent performance rating from the Committee for 2024. During his second full year of leadership as CEO, United achieved diluted earnings per share of $2.75, exceeding both budget and consensus street estimates. The Company’s net interest margin remained solid at 3.49% vs. our proxy peer group average of 3.29%. The Company maintained strong expense control and asset quality remained sound with a nonperforming assets ratio of 0.25%, ranking in the 82nd percentile of the Proxy Peer Group. The Company achieved the #1 deposit position in the State of West Virginia based on the FDIC’s annual deposit summary for 2024. The Company increased the dividend to shareholders for the 51st consecutive year. United is one of only two major banking companies in the nation to have achieved such a record. This achievement is evidence of United’s consistent profitability, solid asset quality, and sound capital position. On May 10, 2024, the Company announced its 34th acquisition of Atlanta based Piedmont Bancorp Inc., a $2.4 billion asset bank which expands the Company’s presence in the Southeast and Greater Atlanta Area. The Company also outperformed United’s Proxy Peer Group with reported Return on Average Assets (“ROAA”) of 1.26%, compared to the Proxy Peer Group’s average ROAA of 1.01% and median ROAA of 1.02%, ranking United’s ROAA in the 88th percentile. The Company also continued to be ranked as one of the most trustworthy banks in America by Newsweek (#1 in 2023, #2 in 2022, #4 in 2024). The Company also continued its position as the community bank of the nation’s capital, with the #1 deposit position of all community banks in the Washington, D.C. MSA.

  41. Long-Term Incentive Compensation

    Long-Term Incentive Compensation United believes that a substantial portion of an executive’s pay should be granted in long-term incentive compensation and should align executive interests with those of shareholders through a combination of performance-based and time-based equity. Additionally, the Committee believes long-term incentive awards are a key component of market-competitive total compensation and serve to attract and retain key executives while linking a substantial portion of their pay to the attainment of preset goals. Long-Term Incentive Compensation Targets The Committee determines annual long-term incentive awards for the named executive officers based on several factors, including the level of responsibility within the organization, the individual’s contribution toward performance goals, and peer group data. The Committee set 2024 target long-term incentive award opportunities based on a review of market data for comparable executives included in the Aon analysis. The Committee set the following 2024 targets for each of the NEOs:

  42. Long-Term Incentive Compensation

    | Named Executive Officer | 2024 Target Long-Term Incentive (% of Base Salary) | 2024 Target Long-Term Incentive | | Richard M. Adams | 165% | $2,227,231 | | Richard M. Adams, Jr. | 250% | $2,500,000 | | James J. Consagra, Jr. | 180% | $1,620,000 | | W. Mark Tatterson | 165% | $1,072,500 | | Darren K. Williams | 100% | $478,067 |

  43. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Design Long-term incentive awards are a mix of time-based and performance-based restricted stock units (“RSUs”). Time-based units vest ratably over three years from the date of grant. Performance-based restricted stock units cliff-vest after assessment of company performance over a period of three years. Both the time-based and performance-based restricted stock units are subject to a one-year post-vest holding period. The number of performance-based restricted stock units that vest is determined by two metrics measured relative to peers: Return on Average Tangible Common Equity (“ROATCE”) and Total Shareholder Return (“TSR”). The Committee believes that these two measures provide balance and are consistent with market trends and current shareholder preferences. The goals were chosen to avoid overlap with the goals used in the Company’s Annual Incentive Plan. The Committee further believes that the three-year averaging period for ROATCE and a three-year TSR performance period create multi-year linked performance goals.

  44. Long-Term Incentive Compensation

    | Award Type | Weight | Vesting Based On | Vesting Schedule | | Performance-Based RSUs | 60% | 3-year relative TSR and ROATCE performance | 100% vest in 2027 | | RSUs | 40% | Continued service with the Company | 33% vest in 2025, 2026, 2027 |

  45. Long-Term Incentive Compensation

    The performance measures associated with the performance-based awards are set forth in the table below. There will be no payout of the performance-based awards if the threshold performance is not achieved for that metric. Performance between each performance level is interpolated on a straight-line basis.

  46. Long-Term Incentive Compensation

    | Performance-Based RSU Measure | Weight | Measurement | Threshold | Target | Maximum | | TSR (3-Year) (Average of 3 Years) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | | ROATCE (Average of 3 Years) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | | Payout as a % of Target | | | 50% | 100% | 150% |

  47. Long-Term Incentive Compensation

    2024 Long-Term Incentive Awards The Committee determined awards for long-term incentives granted in 2024 at target for each Named Executive Officer. The table below displays the breakdown between performance vested and time vested awards for each NEO.

  48. Long-Term Incentive Compensation

    | Named Executive Officer | Position | Time-Based (40% of Award) (1) | Performance-Based (60% of Award) (1) | | Richard M. Adams, Executive Chairman | $890,892 | $1,336,338 | | Richard M. Adams, Jr., Chief Executive Officer | $1,000,000 | $1,500,000 | | James J. Consagra, Jr., President | $648,000 | $972,000 | | W. Mark Tatterson, Chief Financial Officer, and Treasurer | $429,000 | $643,500 | | Darren K. Williams, Chief Risk and Information Officer | $191,227 | $286,840 |

  49. Long-Term Incentive Compensation

    Footnote:

  50. Long-Term Incentive Compensation

    | (1) The dollar amounts for the awards of restricted stock units shown in the above table were determined using the grant date closing stock price of $34.36 for both the time-based and performance-based restricted stock units. The dollar amounts for the awards of restricted stock units shown in the Summary Compensation Table and the Grants of Plan Based Awards table were determined pursuant to FASB ASC Topic 718 which takes into account the probable outcome of the market-based condition restricted stock units using a monte carlo simulation model fair value. |

  51. Long-Term Incentive Compensation

    The following table also displays the potential long-term incentive awards on a share basis for both the time vested and performance vested allocations. The performance vested awards listed below reflect the potential awards, based on the Company’s performance, on a share basis under multiple scenarios: “Below Threshold,” “At Threshold,” “At Target” and “Maximum.”

  52. Long-Term Incentive Compensation

    | | Time-Based RSUs | Performance-Based RSUs | | | | | Named Executive Officer | # of Shares | Below Threshold (# of Shares) | Threshold (# of Shares) | Target (# of Shares) | Maximum (# of Shares) | | Richard M. Adams | 25,928 | 0 | 19,446 | 38,892 | 58,338 | | Richard M. Adams, Jr. | 29,104 | 0 | 21,828 | 43,655 | 65,482 | | James J. Consagra, Jr. | 18,859 | 0 | 14,144 | 28,289 | 42,434 | | W. Mark Tatterson | 12,486 | 0 | 9,364 | 18,728 | 28,092 | | Darren K. Williams | 5,565 | 0 | 4,174 | 8,348 | 12,522 |

  53. 2022 Long-Term Incentive Payouts

    2022 Long-Term Incentive Payouts The following table outlines the performance metrics for the performance-based restricted stock units granted to the NEOs in February 2022, which are measured over a three-year period from fiscal year 2022 through 2024. Performance between each performance level is interpolated on a straight-line basis. The table also summarizes United’s performance relative to these goals over the measurement period and the performance level achieved.

  54. 2022 Long-Term Incentive Payouts

    | Goal | Weight | Measurement | Threshold | Target | Maximum | Percentile Rank | Payout Percentage as (% of Target) | | TSR (3-Year) (Average of 3 Years) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | 69th Percentile | 138% | | ROATCE (Average of 3 Years) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | 28th Percentile | 56% | | Payout as a % of Target | | | 50% | 100% | 150% | | 97% | | Performance Level – Achieved | | | | “Between Threshold and Target” | | | |

  55. 2022 Long-Term Incentive Payouts

    The following table summarizes the shares of common stock earned from the grant of performance-based restricted stock units relative to target. The blended performance level achieved was between “threshold” and “target.”

  56. 2022 Long-Term Incentive Payouts

    | Named Executive Officer | Performance-Based 2022 Awards | | | | Target (# of Shares) | Earned (# of Shares) | | Richard M. Adams | 30,976 | 30,016 | | Richard M. Adams, Jr. | 12,304 | 11,923 | | James J. Consagra, Jr. | 12,304 | 11,923 | | W. Mark Tatterson | 10,193 | 9,877 | | Darren K. Williams | 6,583 | 6,379 |

  57. Employment Agreements

    Employment Agreements The Company’s Executive Chairman, Richard M. Adams, has an employment agreement with the Company. See the description of Mr. Adams’ Employment Agreement under the heading “Employment Contracts of Named Executive Officers” on page 47. In deciding to enter into an Employment Agreement with Mr. Adams and in deciding to extend the term of Mr. Adams’ Employment Agreement, the Company considered the following factors: the Company’s consistent long-term success in attaining its performance goals under Mr. Adams’ leadership; Mr. Adams’ 55 years of service to the Company; and the growth of the Company from a single office $100 million bank to a $32 billion regional bank holding company, successfully negotiating, executing and closing 34 acquisitions during his administration. During Mr. Adams’ 46-year tenure as Chief Executive Officer, he presided over various economic and credit cycles, including the Great Recession, all while continuing to create substantial long-term returns to the Company’s shareholders. The Company has increased its dividend to shareholders for 51 consecutive years, a record only one other major banking company in the United States has achieved. During Mr. Adams’ tenure as CEO, the Company increased its dividend to shareholders for 46 consecutive years. If you had invested $100,000 at the start of this administration, including dividend reinvestment, it would have been worth approximately $16.5 million on December 31, 2024.

  58. Change of Control Agreements

    Change of Control Agreements The Company has entered into change of control agreements with the following named executive officers: Richard M. Adams, Richard M. Adams, Jr. and James J. Consagra, Jr. The Change of Control Agreements are designed to promote stability and continuity of senior management. Information regarding applicable payments under such agreements for the named executive officers is provided under the heading “Potential Payments upon Termination or Change of Control” on page 51.

  59. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to non-qualified deferred compensation arrangements. A more detailed discussion of the Company’s non-qualified deferred compensation arrangements is provided on page 50 under the heading “Non-Qualified Deferred Compensation.”

  60. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation Beginning on January 1, 2006, the Company began accounting for stock-based payments, including its Stock Option Program, Long-Term Stock Grant Program, Restricted Stock Program, and Stock Award Program in accordance with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC topic 718”).

  61. Summary Compensation Table

    Summary Compensation Table The following table is a summary of certain information concerning the compensation awarded or paid to, or earned by, the Company’s named executive officers as determined as of the end of 2024, 2023, and 2022.

  62. Summary Compensation Table

    | Name and Principal Position | Year | Salary | | Bonus | Stock Awards (1) | | Non-Equity Incentive Plan Compen- sation (2) | | Change in Pension Value and Non-qualified Deferred Compen- sation Earnings (3) | | All Other Compen- sation (4) | | Total | | | Richard M. Adams Executive Chairman | 2024 2023 2022 | $ $ $ | 1,377,385 1,328,179 1,277,106 | — — — | $ $ $ | 2,126,290 1,535,293 1,830,487 | $ $ $ | 1,518,161 1,118,968 1,012,378 | | — — — | $ $ $ | 61,872 59,465 60,896 | $ $ $ | 5,083,708 4,041,905 4,180,867 | | Richard M. Adams, Jr. Chief Executive Officer | 2024 2023 2022 | $ $ $ | 1,057,692 978,846 834,077 | $— 500,000 — | $ $ $ | 2,386,712 1,638,745 727,096 | $ $ $ | 1,992,222 1,087,586 1,026,000 | $ $ | 16,583 134,622 — | $ $ $ | 85,670 59,296 76,158 | $ $ $ | 5,538,879 4,399,095 2,663,331 | | James J. Consagra, Jr. President | 2024 2023 2022 | $ $ $ | 957,692 878,846 776,385 | $— 250,000 — | $ $ $ | 1,546,593 1,340,589 727,096 | $ $ $ | 1,448,889 866,172 790,500 | $ $ | 52,730 166,781 — | $ $ $ | 29,852 41,686 37,693 | $ $ $ | 4,035,756 3,544,074 2,331,674 | | W. Mark Tatterson Executive Vice President, Chief Financial Officer and Treasurer | 2024 2023 2022 | $ $ $ | 668,750 628,846 583,077 | — — — | $ $ $ | 1,023,914 887,156 602,328 | $ $ $ | 750,244 538,828 468,000 | | — 187,024 — | $ $ $ | 37,737 48,615 49,915 | $ $ $ | 2,480,645 2,290,469 1,703,320 | | Darren K. Williams Chief Risk and Information Officer | 2024 2023 2022 | $ $ $ | 491,857 470,288 452,200 | — — — | $ $ $ | 456,388 407,789 388,952 | $ $ $ | 470,364 327,723 291,437 | $ $ | 21,947 49,257 — | $ $ $ | 37,737 38,288 33,827 | $ $ $ | 1,478,293 1,293,345 1,166,416 |

  63. Summary Compensation Table

    | (1) The amounts for the awards of restricted stock units shown in this table represent the target dollar amount of awards during the fiscal year determined pursuant to FASB ASC Topic 718. For 2024, the compensation amount was calculated using a grant date closing stock price of $34.36 for time-based and performance-based condition restricted stock units and $29.17 for the market-based condition restricted stock units which was based on a monte carlo simulation model fair value. For 2023, the compensation amount was calculated using a grant date closing stock price of $40.98 for time-based and performance-based condition restricted stock units and $39.03 for the market-based condition restricted stock units which was based on a monte carlo simulation model fair value. For 2022, the compensation amount was calculated using a grant date closing stock price of $36.26 for time-based and performance-based condition restricted stock units and $33.58 for the market-based condition restricted stock units which was based on a monte carlo simulation model fair value. Fair values of performance share awards assuming maximum performance as of the date of grant are as follows: |

  64. Summary Compensation Table

    | Name | Fair Value at Maximum Performance | | | | | 2024 | 2023 | 2022 | | Richard M. Adams | $2,004,494 | $1,401,762 | $1,684,785 | | Richard M. Adams, Jr. | $2,249,962 | $1,496,262 | $669,251 | | James J. Consagra, Jr. | $1,458,032 | $1,223,991 | $669,251 | | W. Mark Tatterson | $965,241 | $810,011 | $554,415 | | Darren K. Williams | $430,256 | $372,344 | $358,031 |

  65. Summary Compensation Table

    | (2) The amounts disclosed were awarded pursuant to United’s Non-Equity Incentive Plan which is based on financial and individual performance measures that are communicated to the named executive officers. A more detailed discussion of terms of such plan and its application in 2024 is set forth in the Compensation Discussion and Analysis under the heading “Annual Incentive Plan.” The amounts earned under United’s Non-Equity Incentive Plan are disclosed in the year earned, although paid in the following year. |

  66. Summary Compensation Table

    | (3) Change in value of executive officer’s Pension and SERP benefit during the year presented. Declines in Pension and SERP values are not included in the table above. In 2024, for Mr. Richard Adams, his Pension value decreased $85,538 and his SERP value decreased $496,876. For Mr. Richard Adams, Jr., his Pension value increased $16,583 and his SERP value decreased $44,070. For Mr. Consagra, his Pension value increased $52,730 and his SERP value decreased $44,070. For Mr. Tatterson, his Pension value decreased $17,977 and his SERP value decreased $40,557. For Mr. Williams, his SERP value increased $21,947. Mr. Williams does not have a Pension. |

  67. Summary Compensation Table

    | (4) “All Other Compensation” includes perquisites and other personal benefits such as company contributions to the executive officer’s 401(k) plan, life insurance, health and disability coverage premiums. The following table shows amounts included in the “All Other Compensation” column for each named executive officer in 2024 to the extent the total value of such perquisites and other personal benefit was equal to or exceeded $10,000, as required under SEC rules. |

  68. Summary Compensation Table

    | Name | Registrant matching contributions to 401(k) plan ($) | Registrant contributions to health insurance premiums ($) | Perquisites ($) | | Richard M. Adams | $17,250 | $12,294 | $32,328 | | Richard M. Adams, Jr. | $17,250 | $20,487 | $47,933 | | James J. Consagra, Jr. | $17,250 | $12,602 | — | | W. Mark Tatterson | $17,250 | $20,487 | — | | Darren K. Williams | $17,250 | $20,487 | — |

  69. Summary Compensation Table

    Perquisites are valued based on their incremental cost to United in accordance with SEC regulations. Aggregate perquisites of $32,328 provided to Mr. Adams in 2024 included sporting and country club memberships and the personal use of a company automobile. Aggregate perquisites of $47,933 provided to Mr. Adams, Jr. in 2024 included business and country club memberships and the personal use of a company automobile. Of the $47,933 aggregate perquisites for Mr. Adams, Jr., $43,584 were for country club memberships. Salary and bonus amounts paid to the named executive officers as a percentage of total compensation are as follows for 2024: Mr. Adams – 27.09%; Mr. Adams, Jr. – 19.10%; Mr. Consagra – 23.73%; Mr. Tatterson – 26.96% and Mr. Williams – 33.27%.

  70. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning individual grants of all plan-based awards in the fiscal year 2024 to the named executives.

  71. Grants of Plan-Based Awards

    | Name | Type of Award* | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2)(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Richard M. Adams | ACI RSUT RSUP | 2/22/2024 2/22/2024 2/22/2024 | $523,905 — — | $1,047,811 — — | $1,676,497 — — | — — 19,446 | — — 38,892 | — — 58,338 | — 25,928 — | $ $ | — 890,886 1,235,404 | | Richard M. Adams, Jr. | ACI RSUT RSUP | 2/22/2024 2/22/2024 2/22/2024 | $687,500 — — | $1,375,000 — — | $2,200,000 — — | — — 21,828 | — — 43,655 | — — 65,482 | — 29,104 — | $ $ | — 1,000,013 1,386,699 | | James J. Consagra, Jr. | ACI RSUT RSUP | 2/22/2024 2/22/2024 2/22/2024 | $500,000 — — | $1,000,000 — — | $1,600,000 — — | — — 14,144 | — — 28,289 | — — 42,434 | — 18,859 — | $ $ | — 647,995 898,598 | | W. Mark Tatterson | ACI RSUT RSUP | 2/22/2024 2/22/2024 2/22/2024 | $273,000 — — | $546,000 — — | $819,000 — — | — — 9,364 | — — 18,728 | — — 28,092 | — 12,486 — | $ $ | — 429,019 594,895 | | Darren K. Williams | ACI RSUT RSUP | 2/22/2024 2/22/2024 2/22/2024 | $188,239 — — | $376,478 — — | $501,970 — — | — — 4,174 | — — 8,348 | — — 12,522 | — 5,565 — | $ $ | — 191,213 265,175 |

  72. Grants of Plan-Based Awards

    Footnotes:

  73. Grants of Plan-Based Awards

    | * ACI = Annual Cash Incentive; RSUT = Time-Based Restricted Stock Units; RSUP = Performance-Based Restricted Stock Units |

  74. Grants of Plan-Based Awards

    | (1) Amounts represent potential payout opportunities under United’s Non-Equity Incentive Plan for each of the named executive officers. As further detailed in the section entitled “Annual Incentive Plan” in the Compensation Discussion and Analysis, the award opportunities presented in the table are based on percentages of base salary, performance measures and goals for 2024. Actual awards earned for 2024 are reported in the Summary Compensation Table under the column headed “Non-Equity Incentive Compensation.” |

  75. Grants of Plan-Based Awards

    | (2) Shares of performance-based restricted stock units granted in 2024 were made under the United Bankshares, Inc. 2020 Long-Term Incentive Plan as approved by shareholders on May 12, 2020. These columns represent the potential number of restricted stock units to be vested based on the Company’s performance in 2024, 2025 and 2026. The number of performance-based restricted stock units that vest is determined by the Company’s three-year ROATCE and TSR measured relative to peers. See the section entitled “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis for a description of the terms of these awards. |

  76. Grants of Plan-Based Awards

    | (3) Shares of time-based restricted stock units granted in 2024 were made under the United Bankshares, Inc. 2020 Long-Term Incentive Plan as approved by shareholders on May 12, 2020. These restricted stock units vest ratably over a period of three years. |

  77. Grants of Plan-Based Awards

    | (4) Recipients of restricted stock units do not pay any consideration to United for these units, do not have the right to vote these units or receive dividends on these units until such units vest. Vesting is based upon continued employment through the vesting date. All restricted stock units will immediately vest upon a change of control of the Company. |

  78. Grants of Plan-Based Awards

    | (5) Amounts in this column reflect the aggregate grant date fair value of restricted stock units granted in 2024 computed in accordance with FASB ASC Topic 718. The grant date fair value was calculated using a grant date closing stock price of $34.36 for time-based and performance-based condition restricted stock units and $29.17 for the market-based condition restricted stock units which was based on a monte carlo simulation model fair value. |

  79. Pension Benefits

    Pension Benefits Pension Plan. The Pension Plan is a defined benefit pension plan. It is a tax-qualified, broad-based plan generally available to all regular employees (with some exceptions) hired prior to October 1, 2007. Participation is automatic for those employees hired before October 1, 2007 and begins on January 1 or July 1 after an eligible employee completes one (1) year of service (12 consecutive months during which the employee completes at least 1,000 hours of service) and reaches the age of 21. Normal benefits under the Pension Plan are based on these factors:

  80. Pension Benefits

    | • | years of credited service |

  81. Pension Benefits

    | • | compensation of the employee, and |

  82. Pension Benefits

    | • | Social Security covered compensation. |

  83. Pension Benefits

    An employee is 100% vested when the first of the following occurs:

  84. Pension Benefits

    | • | the employee completes at least 5 years of service or |

  85. Pension Benefits

    | • | the employee reaches the normal retirement date or |

  86. Pension Benefits

    | • | the employee reaches early or disability retirement (regardless of whether the employee actually retires). |

  87. Pension Benefits

    For purposes of calculating benefits under the Pension Plan, compensation is generally the pay an employee receives from United, including any pre-tax savings under a 401(k) plan maintained by United and salary reductions under an Internal Revenue Code Section 125 plan. Compensation does not include overtime, bonuses or director’s fees. Maximum compensation limits for benefit calculations are set by governmental rules. The limit is indexed and may change each year. For 2024, the limit was $275,000. The employee’s average compensation is used to calculate his or her retirement benefit. Average compensation is the employee’s average pay over the consecutive five years out of the last ten years with the Company that produces the highest average. Benefits are paid under the Pension Plan when an employee retires. Retirement under the Pension Plan can be normal retirement, early retirement, delayed retirement or disability retirement. If an employee retires at the normal retirement age of 65, then the employee’s monthly normal retirement benefit is equal to the sum of 1.25% of average compensation and 0.5% of average compensation in excess of Social Security covered compensation, multiplied by years of service up to 25 years. If an employee terminates employment before his or her normal retirement date, the employee is entitled to his or her vested accrued benefit. The employee will receive the benefits upon early retirement or at his or her normal retirement date, whichever comes first. An employee may elect early retirement after he or she reaches age 55 and has completed at least five years of service. The early retirement benefit is equal to the employee’s accrued benefit as of his or her early retirement date. If payment of the early retirement benefit begins before the employee’s normal retirement date, then the benefit is reduced. Supplemental Executive Retirement Agreements. United has entered into Supplemental Retirement Agreements (“SERPs”) with certain named executive officers to encourage such officers to remain employees of United. The SERPs are designed to provide a certain level of post-retirement income to the individuals who have a significant impact on the long-term growth and profitability of United. A more detailed description of the SERPs begins on page 51 of this Proxy Statement. The following table shows the present value of the accumulated benefit under the Pension Plan and the SERPs as well as the dollar amount of any payments and benefits paid to each named executive officer during the last completed fiscal year and the years of credited service for each of the named executive officers. The values in the table reflect the actuarial present value of the named executive officer’s accumulated benefit under each plan, computed as of December 31, 2024.

  88. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Richard M. Adams | Pension Plan | 56 | $1,075,192 | $108,964 | | | SERP | 34 | $4,711,308 | — | | Richard M. Adams, Jr. | Pension Plan | 30 | $934,576 | — | | | SERP | 21 | $1,017,158 | — | | James J. Consagra, Jr. | Pension Plan | 27 | $1,421,393 | — | | | SERP | 21 | $1,017,158 | — | | W. Mark Tatterson | Pension Plan | 28 | $617,405 | — | | | SERP | 11 | $604,290 | — | | Darren K. Williams | SERP | 7 | $259,942 | — |

  89. Pension Benefits

    Footnote:

  90. Pension Benefits

    | (1) The benefits payable under the SERPs are triggered upon the NEO reaching a certain age as opposed to years of service as more fully described on page 51 under the heading of “Potential Payments upon Termination or Change of Control.” Messrs. Adams, Adams, Jr., Consagra and Tatterson are fully vested in their respective SERP benefits. |

  91. Pension Benefits

    The present value of the accumulated benefit for both the SERPs and the Pension Plan benefits was calculated using the following weighted-average assumptions: discount rate of 5.76%; compensation increase rates of 6.00% prior to age 40, 5.50% between the ages of 40-49, 5.00% between the ages of 50-54, 4.00% between the ages of 55-64 and 3.00% otherwise. Benefits under both the Pension Plan and the SERPs are based on annual base salary and do not include bonuses, directors’ fees, expense reimbursements, and employer contributions to retirement plans. Benefit figures shown are computed on the assumption that participants will retire at the earliest time available under the Pension Plan without any benefit reduction due to age. For the Pension Plan, the earliest retirement age is 55. For the SERPs, the earliest retirement ages without benefit reduction due to age for the named executive officers are as follows: Mr. Adams – 65; Mr. Adams, Jr. – 55; Mr. Consagra – 60; Mr. Tatterson – 60; and Mr. Williams – 60. The Pension Plan and the SERPs are designed to work together to provide each named executive officer with a certain level of benefits. Social Security benefits are deducted from the annual benefits payable under the Pension Plan. The annual benefits under the amended SERP for Mr. Adams is reduced by (i) fifty percent of the annual benefits payable at retirement under Social Security, (ii) the annual benefits payable upon retirement under the Pension Plan and (iii) the benefits attributable to the portion of the named executive officer’s account balances arising from the Company’s contributions to the United’s Savings and Stock Investment Plan. As a general rule, United does not grant extra years of service under the Pension Plan and the SERPs. Exceptions may occur, however, in the case of mergers and acquisitions.

  92. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation United provides a Non-Qualified Retirement and Savings Plan (the “Non-Qualified Plan”), which was amended and restated in November of 2008 to comply with Internal Revenue Code Section 409A, to provide a supplemental savings program for certain employees of the Company who are unable to make meaningful contributions to the United Savings and Stock Investment Plan. This plan is intended to benefit a select group of management or highly compensated employees of the Company. Each participant may elect to defer any percentage of his or her salary and bonus as a supplemental savings contribution. Participants may elect the manner in which their deferral contributions are deemed to be invested provided that no investments are made in assets located outside of the United States. Participants are not entitled to the Non-Qualified Plan benefits prior to their date of employment termination. The benefits under the Non-Qualified Plan are paid upon a participant’s retirement, disability or termination of employment. Benefits are paid either as a single lump sum or substantially equal installments over a period of not less than three nor more than ten years as elected by the participant. Upon death of a participant, his or her named beneficiary(ies) will receive such participant’s benefits payable under the Non-Qualified Plan. Each investment is subject to market risk. The degree of market risk varies by investment. The following table shows the contributions, earnings and year-end balances for 2024 with respect to non-qualified deferred compensation plans for the named executive officers.

  93. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY (1) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Richard M. Adams | — | — | — | — | — | | Richard M. Adams, Jr. | — | — | $49,335 | — | $1,142,331 | | James J. Consagra, Jr. | — | — | $5,755 | — | $43,229 | | W. Mark Tatterson | $257,137 | — | $148,234 | — | $1,192,006 | | Darren K. Williams | — | — | — | — | — |

  94. Non-Qualified Deferred Compensation

    | (1) None of the earnings shown above or in the previous year represent above-market or preferential earnings and, thus, are not included in the Summary Compensation Table. |

  95. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Supplemental Executive Retirement Agreements. On July 27, 1990, United entered into a Supplemental Retirement Agreement (“SERP”) with Richard M. Adams. The agreement was amended on November 1, 2001 and was further amended in November of 2008 to comply with Internal Revenue Code Section 409A. This amended agreement provides for an annual supplemental retirement benefit upon Mr. Adams reaching age 65 or upon the later termination of his employment with United or an affiliated or successor entity to United, whichever last occurs. On February 28, 2011, the agreement was further amended to change the benefits payable under the SERP. Under the amended agreement, the annual benefit will be equal to seventy percent (70%) of the average of Mr. Adams’ three highest base salaries, reduced by (1) fifty percent of benefits paid upon retirement under Social Security, (2) annual benefits payable upon retirement under the Pension Plan, and (3) the annual amount of benefits payable to Mr. Adams upon his normal retirement age, on a single life annuity basis, attributable to the portion of Mr. Adams’ account balances arising from employer contributions under the United Savings and Stock Investment Plan. The amended agreement continues to provide for reduced benefits for early retirement before age 65 as well as payments to his spouse or his estate if Mr. Adams is unmarried in the event of his death. The benefits under the amended agreement are fully vested in Mr. Adams and survive his termination of employment from United or an affiliated or successor entity to United for whatever reason, including but not limited to, change in control, dismissal with or without cause, voluntary termination, expiration of contract or disability. On October 1, 2003, United entered into SERPs with Richard M. Adams, Jr. and James J. Consagra, Jr. to encourage them to remain an employee of United. These SERPs were amended in November of 2007 to add a death benefit payable to the participant’s beneficiary and amended in November of 2008 in order to comply with Internal Revenue Code Section 409A. The amended SERPs for Mr. Adams, Jr. and Mr. Consagra provide that each will receive upon retirement on or after the age set forth in the SERPs, an annual benefit equal to $100,000, paid in monthly installments for a period of fifteen (15) years. If Mr. Adams, Jr. or Mr. Consagra retires or leaves employment early, the executive will receive an accrual benefit set forth in a schedule to the SERP, subject to a ten (10) year vesting schedule. This early termination benefit will be paid monthly for a period of fifteen (15) years starting at age 55 for Mr. Adams, Jr. for a separation from service before age 55, or starting at age 60 for a separation from service before the age of 60 for Mr. Consagra. On November 7, 2013, United entered into a SERP with W. Mark Tatterson. The SERP provides that Mr. Tatterson will receive, at the age set forth in the SERP, an annual benefit equal to $110,000, paid in monthly installments for a period of fifteen (15) years. If Mr. Tatterson retires or leaves employment early, the executive will receive an accrual benefit set forth in a schedule to the SERP, subject to a ten (10) year vesting schedule. This early termination benefit will be paid monthly for a period of fifteen (15) years starting at the date of separation of service for a separation of service at or after age 60 or starts at age 60 for a separation from service before the age of 60. On November 10, 2017, amendments were made to the SERPs with Richard M. Adams, Jr., James J. Consagra, Jr., and W. Mark Tatterson to amend the definition of disability to comply with the final rules related to disability claims procedures issued by the U.S. Department of Labor. On February 26, 2018, amendments were made to the SERPs with Richard M. Adams, Jr., James J. Consagra, Jr., and W. Mark Tatterson to revise the vesting and non-competition provisions in the SERPs as follows:

  96. Potential Payments upon Termination or Change in Control

    | • | the SERP benefit will be deemed to be 100% vested and the executive will not be subject to the one-year non-compete restrictions under the SERP following a change of control in the event of (i) an involuntary termination other than for “Cause,” or (ii) any resignation (whether voluntary, with or without Good Reason, upon retirement, etc.). |

  97. Potential Payments upon Termination or Change in Control

    | • | even if no change of control occurs, the SERP benefit will be deemed to be 100% vested and the executive will not be subject to the one- year non-compete restrictions under the SERP in the event of (i) a voluntary resignation at any time for “Good Reason” or (ii) an involuntary termination of the executive other than for “Cause.” |

  98. Potential Payments upon Termination or Change in Control

    | • | the applicable SERP benefit will be deemed to be 100% vested if the executive becomes Disabled. |

  99. Potential Payments upon Termination or Change in Control

    | • | if no change of control has occurred, an executive who resigns without “Good Reason” will remain subject to the applicable vesting schedule and the one year non-compete provisions in the SERP. |

  100. Potential Payments upon Termination or Change in Control

    | • | in all cases, whether or not a change of control has occurred, a termination for “Cause” will result in a forfeiture of the SERP benefit. |

  101. Potential Payments upon Termination or Change in Control

    | • | provisions in the SERPs which provide for forfeiture due to suicide or misstatement were deleted. |

  102. Potential Payments upon Termination or Change in Control

    On February 26, 2018, United entered into a SERP with the named executive officer, Darren K. Williams with an effective date of March 1, 2017. The SERP provides that Mr. Williams will receive, at the age set forth in the SERP, an annual benefit equal to $50,000, paid in monthly installments for a period of fifteen (15) years. If Mr. Williams retires or leaves employment early, the executive will receive an accrual benefit set forth in a schedule to the SERP, subject to a ten (10) year vesting schedule. This early termination benefit will be paid monthly for a period of fifteen (15) years starting at the date of separation of service for a separation of service at or after age 60. Change of Control Agreements. In August of 2000, United entered into Change of Control Agreements with Richard M. Adams, Jr. and James J. Consagra, Jr. to encourage them not to terminate their employment with United because of the possibility that United might be acquired by another entity. The Change in Control Agreements were subsequently amended and restated in November of 2008 to comply with the requirements of Internal Revenue Code Section 409A. The Board of Directors determined that such an arrangement was appropriate, considering the entry of large regional bank holding companies into United’s market areas. The agreements were not undertaken in the belief that a change of control of United was imminent. In November of 2017, the definition of disability in the Change of Control Agreements with Richard M. Adams, Jr. and James J. Consagra, Jr. was amended to comply with the final rules related to disability claims procedures issued by the U.S. Department of Labor. Generally, the agreements provide severance compensation to those officers if their employment should end under certain specified conditions after a change of control of United. Compensation is paid upon any involuntary termination within two years following a change of control unless the officer is terminated for cause. In addition, compensation will be paid after a change of control if (i) the officer voluntarily terminates employment within two years of a change in control because of a decrease in the total amount of the officer’s base salary below the level in effect on the date of consummation of the change of control, without the officer’s consent; (ii) upon a material reduction in the importance of the officer’s job responsibilities without the officer’s consent; (iii) upon geographical relocation of the officer without consent to an office more than fifty (50) miles from the officer’s location at the time of a change of control; (iv) upon failure by United to obtain assumption of the contract by its successor or (v) upon any termination of employment within thirty-six (36) months after consummation of a change of control which is effected for any reason other than good cause. Under the agreements, a change of control is defined in Section 409A and the regulations issued thereunder and includes: • a change in the ownership of United which is defined to occur on the date that any one person, or more than one person acting as a group, acquires ownership of stock of United that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of United, • a change in the effective control of United, which is defined to occur on (1) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of United possessing 30% or more of the total voting power of United, and also to occur on (2) the date a majority of members of United’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of United’s board of directors before the date of the appointment or election, and • a change in the ownership of a substantial portion of United’s assets which is defined to occur on the date that any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from United that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of United immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of United, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Under the agreements, severance benefits include: (a) cash payment equal to the officer’s monthly base salary in effect on either (i) the date of termination; or (ii) the date immediately preceding the change of control, whichever is higher, multiplied by the number of full months between the date of termination and the date that is thirty-six (36) months after the date of consummation of the change of control; (b) payment of a pro-rata amount of the cash incentive award, if any, awarded to executive under United’s Incentive Plan; and (c) continuing participation in employee benefit plans and programs such as retirement, disability and medical insurance for the period of time during which the officer would be entitled (or would, but for such plan, be entitled) to continuation coverage under a group health plan of the service recipient under Code section 4980B (COBRA) if the officer elected such coverage and paid the applicable premiums, but in no event shall such period exceed thirty-six (36) months following the date of termination. The agreements do not affect the right of United to terminate the officer, or change the salary or benefits of the officer, with or without good cause, prior to any change of control; provided, however, any termination or change which takes place after discussions have commenced which result in a change of control will be presumed to be a violation of the agreement and will entitle the officer to the benefits under the agreement, absent clear and convincing evidence to the contrary if such termination or change takes place within two years after the change of control. The following table shows the potential incremental value transfer to each named executive under various termination scenarios. The table was prepared as though each named executive officer’s employment was terminated on December 31, 2024 (the last business day of 2024). The amounts in the row labeled “If Change in Control (“CIC”) Termination Occurs during FY 2024” assume that a change in control occurred on December 31, 2024. We are required by the SEC to use these assumptions. With these required assumptions, the Company believes that the remaining assumptions listed in the footnotes below, which are necessary to produce these estimates, are reasonable in the aggregate. However, the executives’ employment was not terminated on December 31, 2024, and a change in control did not occur on that date. There can be no assurance that a termination of employment, a change in control or both would produce the same or similar results as those described if either or both of them occur on any other date or at any other price, or if any assumption is not correct in fact.

  103. Potential Payments upon Termination or Change in Control

    | Incremental Value Transfer | Richard M. Adams (2) | Richard M. Adams, Jr. (3) | James J. Consagra, Jr. (4) | W. Mark Tatterson (5) | Darren K. Williams (6) | | If Retirement Occurs during FY2024 | $1,288,190 | $1,601,845 | $1,143,210 | $773,906 | $365,061 | | If Voluntary Termination Occurs during FY2024 | $1,288,190 | — | — | — | — | | If Termination for Cause Occurs during FY2024 | — | — | — | — | — | | If Termination Without Cause Occurs during FY2024 | — | — | — | — | $80,000 | | If Change in Control (“CIC”) Termination Occurs during FY2024 (1) | $12,102,699 | $9,353,571 | $7,452,976 | $2,354,685 | $1,233,161 | | If Disability Occurs during FY2024 | $12,102,699 | $6,417,146 | $3,615,177 | $5,554,749 | $3,833,213 | | If Death Occurs during FY2024 | $12,602,699 | $5,617,110 | $4,415,173 | $3,354,685 | $2,153,161 |

  104. Potential Payments upon Termination or Change in Control

    Footnotes:

  105. Potential Payments upon Termination or Change in Control

    | (1) The benefits listed in the row entitled “If Change in Control (“CIC”) Termination Occurs during FY 2024” are payable upon the happening of any of the following events within two years after a change in control: (i) involuntary termination unless the officer is terminated for cause; or (ii) voluntarily termination of the officer’s employment because of (A) a decrease in the total amount of the officer’s base salary below the level in effect on the date of consummation of the change of control, without the officer’s consent, (B) a material reduction in the importance of the officer’s job responsibilities without the officer’s consent, (C) geographical relocation of the officer without consent to an office more than fifty (50) miles from the officer’s location at the time of a change of control, or (D) failure by United to obtain assumption of the contract by its successor. |

  106. Potential Payments upon Termination or Change in Control

    | (2) Mr. Adams’ severance benefit under voluntary termination within six months after a CIC, death or disability is equal to 3 times the sum of his base salary and target cash incentive. For purposes of the table above, retirement or voluntary termination is assumed to occur at the expiration of Mr. Adams’ employment agreement. If the termination for cause is based solely upon (i) excessive absenteeism without approval by United, not caused by disability, (ii) gross or willful neglect of duty resulting in some substantial loss to United after Mr. Adams has been given written direction and reasonable time to perform such duties, or (iii) any acts or omissions on the part of Mr. Adams which when proven constitute fraud or commission of any criminal act involving the person or property of others or the public generally, or any combination of the above, United must pay Mr. Adams’ base salary only up until termination. Assuming the CIC, retirement, voluntary termination, death or disability occurred on December 31, 2024, the value of Mr. Adams’ restricted stock awards and restricted stock units, both time-based and performance-based, would have been $4,768,024 which was calculated using the price per share of the Company’s stock on the date of the CIC, death or disability ($37.55 per share) multiplied by the number of restricted shares that would have vested (126,978). The value of Mr. Adams restricted stock awards and time-based restricted stock units would have been $1,288,190 which was calculated using the price per share of the Company’s stock on the date of normal retirement ($37.55 per share) multiplied by the number of restricted share awards and time-based restricted stock units that would have vested (34,306). Mr. Adams is fully vested in the benefits under his SERP Agreement for the CIC, dismissal with or without cause, voluntary termination, expiration of contract or disability. Upon Mr. Adams’ death, his named beneficiary(ies) will receive a benefit of $500,000 from a company-paid life insurance policy. |

  107. Potential Payments upon Termination or Change in Control

    | (3) Mr. Adams, Jr.’s severance benefit for certain terminations within two years after a CIC is equal to his monthly base salary in effect on either (i) the date of termination; or (ii) the date immediately preceding the CIC, whichever is higher, multiplied by the number of full months between the date of termination and the date that is thirty-six (36) months after the date of consummation of the change in control. Also, Mr. Adams, Jr. is entitled to receive an additional payment equal to a pro-rata amount of the cash incentive award, if any, awarded to him under United’s Incentive Plan for the prior year and to participate in health care, life insurance and disability perquisites for the period of time during which he would be entitled (or would, but |

  108. Potential Payments upon Termination or Change in Control

    | for such plan, be entitled) to continuation coverage under a group health plan of the service recipient under Code section 4980B (“COBRA”) if he elected such coverage and paid the applicable premiums, but in no event shall such period exceed 36 months following the applicable termination within two years after a CIC. Upon a CIC, retirement, death or disability, Mr. Adams, Jr.’s unvested restricted stock would immediately vest. Assuming the CIC, retirement, death or disability occurred on December 31, 2024, the value of Mr. Adams, Jr.’s restricted stock awards and restricted stock units, both time-based and performance-based, would have been $4,617,110 which was calculated using the price per share of the Company’s stock on the date of the CIC, death or disability ($37.55 per share) multiplied by the number of restricted shares that would have vested (122,959). ). The value of Mr. Adams, Jr.’s restricted stock awards and time-based restricted stock units would have been $1,601,845 which was calculated using the price per share of the Company’s stock on the date of normal retirement ($37.55 per share) multiplied by the number of restricted share awards and time-based restricted stock units that would have vested (42,659). Mr. Adams, Jr. is fully vested in the benefits under his SERP Agreement for the CIC, dismissal with or without cause, voluntary termination, expiration of contract or disability. If Mr. Adams, Jr. becomes completely disabled, he is eligible for disability benefits of $16,667 per month up until age 65. Upon Mr. Adams, Jr.’s death, his named beneficiary(ies) will receive a benefit of $1,000,000 from a company-paid life insurance policy. |

  109. Potential Payments upon Termination or Change in Control

    | (4) Mr. Consagra’s severance benefit for certain terminations within two years after a CIC is equal to his monthly base salary in effect on either (i) the date of termination; or (ii) the date immediately preceding the CIC, whichever is higher, multiplied by the number of full months between the date of termination and the date that is thirty-six (36) months after the date of consummation of the change in control. Also, Mr. Consagra is entitled to receive an additional payment equal to a pro-rata amount of the cash incentive award, if any, awarded to him under United’s Incentive Plan for the prior year to participate in health care, life insurance and disability perquisites for the period of time during which he would be entitled (or would, but for such plan, be entitled) to continuation coverage under a group health plan of the service recipient under Code section 4980B (“COBRA”) if he elected such coverage and paid the applicable premiums, but in no event shall such period exceed thirty six (36) months following the applicable termination within two years after a CIC. Upon a CIC, retirement, death or disability, Mr. Consagra’s unvested restricted stock would immediately vest. Assuming the CIC, retirement, death or disability occurred on December 31, 2024, the value of Mr. Consagra’s restricted stock awards and restricted stock units, both time-based and performance-based, would have been $3,415,173 which was calculated using the price per share of the Company’s stock on the date of the CIC, death or disability ($37.55 per share) multiplied by the number of restricted shares that would have vested (90,950). The value of Mr. Consagra’s restricted stock awards and time-based restricted stock units would have been $1,143,210 which was calculated using the price per share of the Company’s stock on the date of normal retirement ($37.55 per share) multiplied by the number of restricted share awards and time-based restricted stock units that would have vested (30,445). Mr. Consagra is fully vested in the benefits under his SERP Agreement for the CIC, dismissal with or without cause, voluntary termination, expiration of contract or disability. If Mr. Consagra becomes completely disabled, he is eligible for disability benefits of $16,667 per month up until age 65. Upon Mr. Consagra’s death, his named beneficiary(ies) will receive a benefit of $1,000,000 from a company-paid life insurance policy. |

  110. Potential Payments upon Termination or Change in Control

    | (5) Mr. Tatterson’s SERP benefit will immediately vest for an involuntary not for cause termination, CIC and a disability. Assuming the involuntary not for cause termination, CIC or disability occurred on December 31, 2024, Mr. Tatterson is fully vested in the benefits under his SERP Agreement for the CIC, dismissal with or without cause, voluntary termination, expiration of contract or disability. Upon a CIC, retirement, death or disability, Mr. Tatterson’s unvested restricted stock would immediately vest. Assuming the CIC, retirement, death or disability occurred on December 31, 2024, the value of Mr. Tatterson’s restricted stock awards and restricted stock units, both time-based and performance-based, would have been $2,354,685 which was calculated using the price per share of the Company’s stock on the date of the CIC, death or disability ($37.55 per share) multiplied by the number of restricted shares that would have vested (62,708). The value of Mr. Tatterson’s restricted stock awards and time-based restricted stock units would have been $773,906 which was calculated using the price per share of the Company’s stock on the date of normal retirement ($37.55 per share) multiplied by the number of restricted share awards and time-based restricted stock units that would have vested (20,610). If Mr. Tatterson becomes completely disabled, he is eligible for disability benefits of $16,667 per month up until age 65. Upon Mr. Tatterson’s death, his named beneficiary(ies) will receive a benefit of $1,000,000 from a company-paid life insurance policy. |

  111. Potential Payments upon Termination or Change in Control

    | (6) Mr. Williams’ SERP benefit will immediately vest for an involuntary not for cause termination, CIC and a disability. Assuming the involuntary not for cause termination, CIC or disability occurred on December 31, 2024, Mr. Williams was 70% vested in his SERP benefit and therefore would receive an incremental value equal to the remaining 30% of the benefit to be accrued. This incremental value for Mr. Williams would have been $80,000 which is calculated by multiplying his remaining percentage to vest (20%) by his annual benefit of $50,000 for a period of eight years. Upon a CIC, retirement, death or disability, Mr. Williams’ unvested restricted stock would immediately vest. Assuming the CIC, retirement, death or disability occurred on December 31, 2024, the value of Mr. Williams’ restricted stock awards and restricted stock units, both time-based and performance-based, would have been $1,153,161 which was calculated using the price per share of the |

  112. Potential Payments upon Termination or Change in Control

    | Company’s stock on the date of the CIC, death or disability ($37.55 per share) multiplied by the number of restricted shares that would have vested (30,710). The value of Mr. Williams’ restricted stock awards and time-based restricted stock units would have been $365,061 which was calculated using the price per share of the Company’s stock on the date of normal retirement ($37.55 per share) multiplied by the number of restricted share awards and time-based restricted stock units that would have vested (9,722). If Mr. Williams becomes completely disabled, he is eligible for disability benefits of $16,667 per month up until age 65. Upon Mr. Williams’ death, his named beneficiary(ies) will receive a benefit of $1,000,000 from a company-paid life insurance policy. |

  113. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are required to calculate and disclose the total compensation for our median paid employee, as well as the ratio of this employee’s total compensation compared to the total compensation of Mr. Richard M. Adams, Jr., our CEO. For 2024, our last completed fiscal year: • The median of the annual total compensation of all employees of our company (other than Mr. Adams, Jr.), was $57,024; and • The annual total compensation of Mr. Adams, Jr., our CEO was $5,538,879. Based on this information, the ratio for 2024 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 97 to 1. Total compensation for our CEO and the median employee includes company 401(k) plan matches and company paid life, health and disability insurance premiums (to the extent these individuals participated in these programs). We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: • As of December 31, 2024, we identified our employee population including any full-time, part-time, temporary, or seasonal employees employed on that date. • To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for the fiscal year 2024. No full-time equivalent or annualized adjustments were made for any employees. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $57,024.With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table. • We identified our median employee and calculated our CEO pay ratio in accordance with SEC rules and methods for disclosure for the year ended December 31, 2024. Due to differences in our employee population each year and the nature of the methodology we use to identify our median employee, differences in reported compensation between our median employees identified for 2024 and prior years do not necessarily reflect overall employee compensation movement at the Company.

  114. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding the relationship between executive compensation to our named executive officers (“NEOs”) and Company performance for the fiscal years listed below. In determining “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table, as the valuation methods required by this disclosure differ from those required in reporting the compensation information in the Summary Compensation Table. For our NEOs other than our principal executive officer (“PEO”), compensation is reported as an average. The Compensation Committee and Human Capital did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  115. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2)(3) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($000) (6) | “Core” Diluted Earnings Per Share (7) | | | Richard M. Adams | Richard M. Adams, Jr. | Richard M. Adams | Richard M. Adams, Jr. | | | Total Shareholder Return (4) | Peer Group Shareholder Return (5) | | | | 2024 | — | $5,538,879 | — | $4,597,637 | $3,269,601 | $2,709,228 | $120.69 | $128.84 | $372,996 | $2.75 | | 2023 | — | $4,399,095 | — | $3,717,513 | $2,792,448 | $2,253,400 | $115.80 | $95.12 | $366,313 | $2.78 | | 2022 | $4,180,867 | $2,663,331 | $5,150,164 | $3,031,307 | $1,726,321 | $2,044,967 | $119.54 | $101.92 | $379,627 | $2.80 | | 2021 | $4,629,578 | — | $6,285,498 | — | $1,769,377 | $2,144,686 | $103.02 | $124.84 | $367,738 | $2.96 | | 2020 | $4,297,546 | — | $4,018,078 | — | $1,640,500 | $1,319,157 | $88.54 | $89.37 | $289,023 | $2.76 |

  116. Pay Versus Performance Table

    Footnotes:

  117. Pay Versus Performance Table

    | (1) Richard M. Adams was our PEO for 2020, 2021, and from January 1, 2022 until March 31, 2022. Richard M. Adams, Jr. was our PEO for the remainder of 2022 and is our current PEO. The individuals comprising our other NEOs other than the PEO (the “Non-PEO NEOs”) for each year presented are listed below. |

  118. Pay Versus Performance Table

    | 2020 | 2021 | 2022 | 2023-2024 | | Richard M. Adams, Jr. | Richard M. Adams, Jr. | James J. Consagra, Jr. | Richard M. Adams | | James J. Consagra, Jr. | James J. Consagra, Jr. | W. Mark Tatterson | James J. Consagra, Jr. | | W. Mark Tatterson | W. Mark Tatterson | Jerold L. Rexroad | W. Mark Tatterson | | Darren K. Williams | Jerold L. Rexroad | Darren K. Williams | Darren K. Williams |

  119. Pay Versus Performance Table

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  120. Pay Versus Performance Table

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the positive changes in the Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the actuarially determined service cost for services rendered by the executives during the listed year. There were no adjustments for “prior service costs” required to be included in the Inclusion of Pension Service Cost column. Any negative pension service costs are excluded from this column. |

  121. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Richard M. Adams Jr. ($) | Exclusion of Change in Pension Value for Richard M. Adams Jr. ($) | Exclusion of Stock Awards and Option Awards for Richard M. Adams Jr. ($) | Inclusion of Pension Service Cost for Richard M. Adams Jr. ($) | Inclusion of Equity Values for Richard M. Adams Jr. ($) | Compensation Actually Paid to Richard M. Adams Jr. ($) | | 2024 | 5,538,879 | (16,583) | (2,386,712) | — | 1,462,053 | 4,597,637 |

  122. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,269,601 | (18,669) | (1,288,296) | 8,930 | 737,662 | 2,709,228 |

  123. Pay Versus Performance Table

    The amounts in the Inclusion of Equity Values in the tables above are derived from adding or deducting the amounts set forth in the following tables:

  124. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Richard M. Adams Jr. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Richard M. Adams Jr. ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Richard M. Adams Jr. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Richard M. Adams Jr. ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Richard M. Adams Jr. ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Richard M. Adams Jr. ($) | Total— Inclusion of Equity Values for Richard M. Adams Jr. ($) | | 2024 | 1,825,403 | (299,776) | — | (63,574) | — | — | 1,462,053 |

  125. Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total— Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 985,307 | (177,442) | — | (70,203) | — | — | 737,662 |

  126. Pay Versus Performance Table

    | (4) The Company’s TSR set forth in the table assumes $100 was invested for the period beginning December 31, 2019 through the end of the listed year in the Company, with reinvestment of dividends. There is no assurance that the Company’s common stock performance will continue in the future with the same or similar trends as depicted in the table. |

  127. Pay Versus Performance Table

    | (5) The Peer Group TSR set forth in this table utilizes the NASDAQ Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The Peer Group TSR assumes $100 was invested for the period starting December 31, 2019 through the end of the listed year in the NASDAQ Bank Index. |

  128. Pay Versus Performance Table

    | (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  129. Pay Versus Performance Table

    | (7) We determined “Core” Diluted Earnings Per Share to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our NEOs in 2024. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. The “Core” Diluted Earnings Per Share amount for 2024 represents earnings per diluted share reflected in the Company’s audited financial statements in accordance with generally accepted accounting principles (“GAAP”) with no adjustments. The “Core” Diluted Earnings Per Share amount for 2023 represents the earnings per diluted share reflected in the Company’s audited financial statements adjusted to exclude approximately $12.0 million, before tax, of noninterest expense incurred in the fourth quarter of 2023 for the FDIC |

  130. Pay Versus Performance Table

    | “special assessment” levied on banking organizations following the 2023 Banking Crisis, a non-GAAP measure. The “Core” Diluted Earnings Per Share amount for 2022 represents earnings per diluted share reflected in the Company’s audited financial statements in accordance with generally accepted accounting principles (“GAAP”) with no adjustments. The “Core” Diluted Earnings Per Share amount for 2021 and 2020 represents the earnings per diluted share reflected in the Company’s audited financial statements adjusted for merger-related expenses, a non-GAAP measure. A reconciliation of this non-GAAP measure is set forth below for 2023, 2021 and 2020. |

  131. Pay Versus Performance Table

    | “Core” Diluted Earnings Per Share | For the Year Ended December 31, 2023 | | (Dollars in thousands) | | | Net Earnings Allocated to Common Shareholders (GAAP) (a) | $365,434 | | Plus: FDIC “special assessment,” net of tax | 9,476 | | “Core” Net Earnings Allocated to Common Shareholders (non-GAAP) (b) | $374,910 | | Average Diluted Shares Outstanding (GAAP) (c) | 134,753,820 | | Earnings Per Diluted Common Share (GAAP) [(a)/(c)] | $2.71 | | “Core” Diluted Earnings Per Share (non-GAAP) [(b)/(c)] | $2.78 |

  132. Pay Versus Performance Table

    | “Core” Diluted Earnings Per Share | For the Year Ended December 31, 2021 | | (Dollars in thousands) | | | Net Earnings Allocated to Common Shareholders (GAAP) (a) | $366,696 | | Plus: Merger-related expense, net of tax | 17,017 | | “Core” Net Earnings Allocated to Common Shareholders (non-GAAP) (b) | $383,713 | | Average Diluted Shares Outstanding (GAAP) (c) | 129,512,853 | | Earnings Per Diluted Common Share (GAAP) [(a)/(c)] | $2.83 | | “Core” Diluted Earnings Per Share (non-GAAP) [(b)/(c)] | $2.96 |

  133. Pay Versus Performance Table

    | “Core” Diluted Earnings Per Share | For the Year Ended December 31, 2020 | | (Dollars in thousands) | | | Net Earnings Allocated to Common Shareholders (GAAP) (a) | $288,282 | | Plus: Merger-related expense, net of tax | 43,577 | | “Core” Net Earnings Allocated to Common Shareholders (non-GAAP) (b) | $331,859 | | Average Diluted Shares Outstanding (GAAP) (c) | 120,090,232 | | Earnings Per Diluted Common Share (GAAP) [(a)/(c)] | $2.40 | | “Core” Diluted Earnings Per Share (non-GAAP) [(b)/(c)] | $2.76 |

  134. Pay Versus Performance Table

    NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years for the Company and the Peer Group. NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. NEO Compensation Actually Paid and “Core” Diluted Earnings Per Share The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our “Core” Diluted Earnings Per Share during the five most recently completed fiscal years. The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to Company performance. The measures in this table are not ranked.

  135. Pay Versus Performance Table

    | Financial Performance Measures | | “Core” Diluted Earnings Per Share | | Return on Average Assets | | Non-Performing Assets Ratio |

  136. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table sets forth certain information regarding the number and term of stock option and restricted stock awards for each of the named executives as of December 31, 2024.

  137. Outstanding Equity Awards at December 31, 2024

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (3) (#) | Market Value of Shares or Units of Stock That Have Not Vested (4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) ($) | | Richard M. Adams | 02/29/16 | 33,300 | — | — | $35.04 | 03/01/26 | — | — | — | — | | | 02/27/17 | 49,519 | — | — | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 49,519 | — | — | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 33,910 | — | — | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 66,124 | — | — | $32.51 | 02/24/30 | — | — | — | — | | | 02/22/22 | — | — | — | — | — | 6,885 | $258,532 | 30,976 | $1,163,149 | | | 02/23/23 | — | — | — | — | — | 10,135 | $380,569 | 22,804 | $856,290 | | | 02/22/24 | — | — | — | — | — | 17,286 | $649,089 | 38,892 | $1,460,395 | | Richard M. Adams, Jr. | 02/29/16 | 11,100 | — | — | $35.04 | 03/01/26 | — | — | — | — | | | 02/27/17 | 16,060 | — | — | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 16,060 | — | — | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 11,613 | — | — | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 22,142 | — | — | $32.51 | 02/24/30 | — | — | — | — | | | 02/22/22 | — | — | — | — | — | 2,735 | $102,699 | 12,304 | $462,015 | | | 02/23/23 | — | — | — | — | — | 10,820 | $406,291 | 24,341 | $914,005 | | | 02/22/24 | — | — | — | — | — | 29,104 | $1,092,855 | 43,655 | $1,639,245 | | James J. Consagra, Jr. | 02/29/16 | 11,100 | — | — | $35.04 | 03/01/26 | — | — | — | — | | | 02/27/17 | 16,060 | — | — | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 16,060 | — | — | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 11,613 | — | — | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 22,142 | — | — | $32.51 | 02/24/30 | — | — | — | — | | | 02/22/22 | — | — | — | — | — | 2,735 | $102,699 | 12,304 | $462,015 | | | 02/23/23 | — | — | — | — | — | 8,851 | $332,355 | 19,912 | $747,696 | | | 02/22/24 | — | — | — | — | — | 18,859 | $708,155 | 28,289 | $1,062,252 | | W. Mark Tatterson | 02/29/16 | 9,130 | — | — | $35.04 | 03/01/26 | — | — | — | — | | | 02/27/17 | 12,453 | — | — | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 12,453 | — | — | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 9,290 | — | — | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 17,714 | — | — | $32.51 | 02/24/30 | — | — | — | — | | | 02/22/22 | — | — | — | — | — | 2,267 | $85,126 | 10,193 | $382,747 | | | 02/23/23 | — | — | — | — | — | 5,857 | $219,930 | 13,177 | $494,796 | | | 02/22/24 | — | — | — | — | — | 12,486 | $468,849 | 18,728 | $703,236 |

  138. Outstanding Equity Awards at December 31, 2024

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (3) (#) | Market Value of Shares or Units of Stock That Have Not Vested (4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) ($) | | Darren K. Williams | 02/29/16 | 5,000 | — | — | $35.04 | 03/01/26 | — | — | — | — | | | 02/27/17 | 7,603 | — | — | $45.30 | 02/27/27 | — | — | — | — | | | 02/26/18 | 7,603 | — | — | $37.60 | 02/26/28 | — | — | — | — | | | 02/25/19 | 5,419 | — | — | $38.49 | 02/25/29 | — | — | — | — | | | 02/24/20 | 10,869 | — | — | $32.51 | 02/24/30 | — | — | — | | | | 02/22/22 | — | — | — | — | — | 1,464 | $54,973 | 6,583 | $247,192 | | | 02/23/23 | — | — | — | — | — | 2,693 | $101,122 | 6,057 | $227,440 | | | 02/22/24 | — | — | — | — | — | 5,565 | $208,966 | 8,348 | $313,467 |

  139. Outstanding Equity Awards at December 31, 2024

    | (1) All options were vested as of December 31, 2024. |

  140. Outstanding Equity Awards at December 31, 2024

    | (2) The awards of time-based restricted stock units granted in 2024, 2023 and 2022 vest equally over a three-year period ending on February 22, 2027, February 23, 2026, and February 22, 2025, respectively. The number of performance-based restricted stock units that vest is determined by the Company’s three-year ROATCE and TSR measured relative to peers. See the section entitled “Long-term Incentive Compensation” in the Compensation Discussion and Analysis for a description of the terms of these awards. |

  141. Outstanding Equity Awards at December 31, 2024

    | (3) The market value is calculated by multiplying the number of restricted stock and restricted stock units that has not vested by the price per share of the Company’s stock on December 31, 2024 ($37.55 per share). |

  142. Outstanding Equity Awards at December 31, 2024

    | (4) The number of performance-based restricted stock units that vest is determined by the Company’s three-year ROATCE and TSR measured relative to peers. See the section entitled “Long-term Incentive Compensation” in the Compensation Discussion and Analysis for a description of the terms of these awards. |

  143. Stock Option Exercises and Stock Vested During 2024

    Stock Option Exercises and Stock Vested During 2024 The following table sets forth certain information regarding individual stock option exercises and stock awards vested during 2024 by each of the named executive officers.

  144. Stock Option Exercises and Stock Vested During 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Richard M. Adams | 33,300 | $188,811 | 62,045 | $2,138,248 | | Richard M. Adams, Jr. | 11,100 | $62,937 | 27,132 | $934,736 | | James J. Consagra, Jr. | 11,100 | $62,937 | 26,147 | $900,892 | | W. Mark Tatterson | 9,130 | $51,767 | 19,951 | $687,455 | | Darren K. Williams | 5,000 | $28,350 | 12,751 | $439,439 |

  145. Stock Option Exercises and Stock Vested During 2024

    Footnotes:

  146. Stock Option Exercises and Stock Vested During 2024

    | (1) Value determined by subtracting the exercise price per share from the market value of the common stock on the date of exercise. |

  147. Stock Option Exercises and Stock Vested During 2024

    | (2) Total value realized on vesting is equal to the number of shares acquired on vesting multiplied by the market price of the underlying securities on the vesting dates of February 22 ($34.49), February 23 ($34.36) and February 24 ($34.42). |

  148. Director Compensation

    Director Compensation The following table sets forth certain information regarding the compensation earned by or awarded to each director who served on United’s Board of Directors in 2024 except for Messrs. Richard M. Adams and Richard M. Adams, Jr. whose compensation as named executive officers of the Company is presented in the Summary Compensation Table on page 44. Messrs. Richard M. Adams and Richard M. Adams, Jr. are not compensated for their board service.

  149. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (4) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) | Total ($) | | Charles L. Capito, Jr. (6) | $68,500 | $59,993 | — | — | — | — | $128,493 | | Peter A. Converse (1) (6) | $62,500 | $59,993 | — | — | — | $120,000 | $242,493 | | Sara DuMond (6) | $16,250 | $20,009 | | | | | $36,259 | | Michael P. Fitzgerald (2) | — | — | — | — | — | $346,456 | $346,456 | | Dr. Patrice A. Harris (6) | $77,500 | $59,993 | — | — | — | — | $137,493 | | Diana Lewis Jackson (6) | $66,000 | $59,993 | — | — | — | — | $125,993 | | J. Paul McNamara (3)(6) | $98,000 | $59,993 | — | — | — | — | $157,993 | | Mark R. Nesselroad (6) | $112,500 | $59,993 | — | — | — | — | $172,493 |

  150. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (4) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) | Total ($) | | Lacy I. Rice, III (6) | $66,000 | $59,993 | — | — | — | — | $125,993 | | Albert H. Small, Jr. (6) | $58,500 | $59,993 | — | — | — | — | $118,493 | | Mary K. Weddle (6) | $79,500 | $59,993 | — | — | — | — | $139,493 | | Gary G. White (6) | $110,250 | $59,993 | — | — | — | — | $170,243 | | P. Clinton Winter (6) | $123,500 | $59,993 | — | — | — | — | $183,493 |

  151. Director Compensation

    | (1) Mr. Converse’s “Other Compensation” consists of $120,000 received for services performed under a contract as an independent contractor. |

  152. Director Compensation

    | (2) Mr. Fitzgerald’s “Other Compensation” includes a salary from United of $300,000, company contributions to his 401(K) Plan, life insurance, health and disability coverage premiums as well as perquisites of $19,372 which Mr. Fitzgerald received in his capacity as Vice Chairman of United Bank in 2024. Mr. Fitzgerald’s perquisites consisted of country club memberships and the personal use of a Company automobile. |

  153. Director Compensation

    | (3) Mr. McNamara received $11,755 and $258,555 under United’s defined benefit plan and a SERP Agreement United assumed in the acquisition of Sequoia Bancshares, Inc. which is not included in the table above. |

  154. Director Compensation

    | (4) Compensation amounts reflect the grant date fair value of restricted stock awarded in accordance with FASB ASC Topic 718. The compensation amount was calculated using a closing stock price of $34.36 on the grant date of February 22, 2024 for all directors except Dr. DuMond. The compensation amount for Dr. DuMond was calculated using a closing price of $36.38 on the grant date of October 21, 2024. |

  155. Director Compensation

    | (5) Change in the value of the director’s Pension and SERP during the year of 2024. For Mr. McNamara, his Pension value decreased $9,148 and his SERP value decreased $201,219. |

  156. Director Compensation

    | (6) As of December 31, 2024, Messrs. Capito, Converse, McNamara, Nesselroad, Small. White, and Winter, Dr. Harris and Ms. Weddle held 3,230 unvested shares of restricted stock while Ms. Lewis Jackson and Mr. Rice had 3,127 unvested shares of restricted stock, respectively. Dr. DuMond had 550 unvested shares of restricted stock as of December 31, 2024. |

  157. Director Compensation

    Each director of the Company, except for Mr. Adams, Mr. Adams, Jr., and Mr. Fitzgerald, receives an annual retainer fee of $45,000 regardless of United Board Meeting attendance and $2,500 for each United Board Meeting attended or $1,250 if attended by conference call or virtually. In addition, each director of the Company, except for Mr. Adams, Mr. Adams, Jr., and Mr. Fitzgerald, receives restricted stock awards with a total grant date fair value of $60,000 annually under the terms of United’s 2020 LTI Plan. Restricted shares granted to the directors have a three-year time-based vesting period. Recipients of restricted shares do not pay any consideration to United for the shares, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested. Mr. Adams, Mr. Adams, Jr., and Mr. Fitzgerald receive no compensation for their United board service. As members of United Bank’s Board of Advisors (“Advisory Board”), Mr. Capito, Mr. Converse, Ms. Lewis Jackson, Mr. McNamara, Mr. Rice, Mr. Small and Ms. Weddle, each receive a fee of $1,000 for each Advisory Board meeting attended or $500 if attended by conference call or virtually. Each director who serves on the Executive, Audit, Compensation and Human Capital, Risk, and Governance and Nominating Committees receives a fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually except for Mr. Adams, Mr. Adams, Jr., and Mr. Fitzgerald. Mr. Adams, Mr. Adams, Jr., and Mr. Fitzgerald receive no compensation for serving on any committee. Mr. White, as Chairman of the Audit Committee, receives a retainer payment of $6,000 per quarter without regard to committee meeting attendance in addition to the fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually. Mr. Winter, as Chairman of the Compensation and Human Capital Committee, receives a retainer payment of $3,000 per quarter without regard to committee meeting attendance in addition to the fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually. As Chairman of the Governance and Nominating Committee, Mr. McNamara receives a retainer payment of $3,000 per quarter without regard to committee meeting attendance in addition to the fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually. Mr. Nesselroad, as Chairman of the Risk Committee, receives a retainer payment of $5,000 per quarter without regard to committee meeting attendance in addition to the fee of $2,500 for each United Board Committee Meeting attended or $1,250 if attended by conference call or virtually. Mr. Winter, as Lead Director of the independent directors of the Board, receives a retainer payment of $6,000 per quarter without regard to meeting attendance. Directors are reimbursed for meeting attendance expenses in accordance with the Board’s reimbursement policy. On November 24, 2008, the Board of Directors approved a Deferred Compensation Plan (the “DCP”) for the Directors of United as well as for the directors of its banking subsidiary, United Bank. This DCP was drafted to be compliant with Internal Revenue Code Section 409A. Under the DCP, any director may defer all or any portion of his or her fees for board service. A participant’s deferral account will be held in trust by United until distribution. Amounts deferred under the DCP will be payable 12 months after separation from service in either a single lump sum payment or equal monthly, quarterly or annual installment payments over a period of not more than five years. Mr. Converse entered into an Independent Contractor Agreement with United Bank effective April 1, 2016. The Independent Contractor Agreement has an initial one-year term which extends for additional one year periods unless terminated by either party at any time on 30 days notice. Compensation under the Independent Contractor Agreement is $120,000 per year to be paid in equal semi-monthly installments. On June 3, 2016, Mr. Fitzgerald entered into an Amended and Restated Employment Agreement with United and United Bank pursuant to which Mr. Fitzgerald agreed to serve as the Vice Chairman of United Bank at an annual base salary of $300,000. The original term of the Amended and Restated Employment Agreement was for two years. In May of 2018, Mr. Fitzgerald agreed to serve as President of United Bank at the same annual base salary of $300,000. Mr. Fitzgerald is entitled under his Amended and Restated Employment Agreement to a retention bonus of $739,200 payable over a period of twenty-three (23) months beginning thirteen (13) months after a separation from service. Effective April 1, 2022, Mr. Fitzgerald agreed to serve as Vice Chairman of United Bank upon appointment of a new President to United Bank.

  158. Director Compensation

    | REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE ON EXECUTIVE COMPENSATION |