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

Delivery of Proxy Materials

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

List of Shareholders

If a shareholder requests a list of shareholders entitled to vote at the 20212022 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 20212022 Annual Meeting; or (ii) mail the requesting shareholder’s materials to the shareholders.

The Board of Directors consists of one class of thirteen (13)fifteen (15) directors. Thirteen (13)Fifteen (15) directors will be elected at our 20212022 Annual Meeting to serve for a one-year term expiring at our Annual Meeting in the year 2022.2023. The Company’s Restated Bylaws provide that the number of directors shall be at least five (5) and no more than thirty-five (35) with the composition and number of nominees to be set at the discretion of the Board

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.

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

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

Footnotes:

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

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

Beneficial Ownership of Directors and Named Executive Officers

As of March 4, 2021,2, 2022, directors of the Company and nominees owned beneficially, directly or indirectly, the number of shares of common stock indicated in the preceding table.

Principal Shareholders of United

The following table lists each shareholder of United who is the beneficial owner of more than 5% of United’s common stock, the only class of stock outstanding, as of March 4, 20212, 2022 unless otherwise noted.

Footnotes:

Footnotes:

Board Leadership Structure

The Board of Directors regularly evaluates its leadership structure to ensure it continues to be in the best interest of the Company and its shareholders. The Board of Directors is led by a Chairman selected by the

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

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

Mr. Winter is the Chairman of the Compensation Committee, and also serves on the Board of Directors’ Audit, Executive, and Governance and Nominating Committees. He has been a director of the Company since 1996 and is a significant shareholder with reported beneficial ownership of 519,932525,520 shares.

Independence of Directors

The Governance and Nominating Committee of the Board of Directors annually reviews the relationships of each member of the Board of Directors to determine whether each director and each nominee for director is independent. This determination is based on both subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules. The determination made by the Governance and Nominating Committee is then submitted to the Board of Directors to permit the Board of Directors to affirmatively

•        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 20202021 in the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships satisfied the standards for independence.

•        Peter Converse received $120,000 in each of 2018, 2019, 2020 and 20202021 for services performed under a contract with United Bank as an independent contractor. Because Mr. Converse has not been paid more than $120,000 in the last three years and his relationship with United Bank is that of an independent contractor, Mr. Converse satisfied the standards for independence.

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

•        Defense in Depth LLC performed Active Threat training to the employees of United Bank. Mark N. Nesselroad owns 24.5025%33.8625% of Defense in Depth LLC. The total payment from United Bank was below the $120,000 threshold standard set forth in the NASDAQ listing standards and the SEC rules and therefore satisfied the standards for independence.

•        Albert H. Small, Jr. owns an interest in two partnerships, Commerce Building Associates and 1730 K Street Associates, in an aggregate amount of less than 4%. United Bank commenced leasing office space from Commerce Building Associates in 2019. Mr. Small also owns an interest in a partnership, 1776 K Street Associates L.P., in an aggregate amount of approximately 1%. United Bank operates a branch in

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

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

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

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

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

During 2020, the Board and its committees also reviewed and discussed with management the impact of COVID-19 on the Company’s employees, customers, and business, and management’s response to mitigate

The Executive Committee

The Executive Committee is currently comprised of six (6) directors, Richard M. Adams, Chairman, Peter A. Converse, J. Paul McNamara, Mark R. Nesselroad, Gary G. White, and P. Clinton Winter. The Executive Committee exercises all the authority of the Board of Directors whenever the Board of Directors is not meeting unless prohibited by law or the provisions of the Amended and Restated Articles of Incorporation or Restated Bylaws of the Corporation. The Board of Directors has specifically empowered the Executive Committee to investigate mergers and acquisitions by marshaling necessary information and data to evaluate the advisability of mergers and acquisitions and to report their findings to the Board of Directors. The Board of Directors may accept, ratify, approve, amend, modify, repeal or change the actions of the Executive Committee. The Executive Committee is governed by the Executive Committee charter which is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”. During 2020,2021, the Executive Committee met one (1) time.three (3) times.

The Audit Committee

The Audit Committee has the primary responsibility to review and evaluate significant matters relating to audit, internal control and compliance. It reviews, with representatives of the independent registered public accounting firm, the scope and results of the audit of the financial statements, audit fees and any recommendations with respect to internal controls and financial matters. The Audit Committee is governed by the Audit Committee charter which is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”. Current members of this committee are Gary G. White, Chairman, Mark R. Nesselroad, Mary K. Weddle, and P. Clinton Winter. The Audit Committee met four (4) times during 2020.2021. All members of the Audit Committee are independent directors as defined in the NASDAQ listing standards and the SEC rules.

The Compensation Committee is also responsible for evaluating the compensation of our directors and recommending changes for consideration by the independent directors of the Board when appropriate. The Compensation Committee uses peer group information when evaluating the compensation of our directors. Compensation for our directors who served on United’s Board of Directors in 20202021 can be found in the Director Compensation table on page 60.63.

The Risk Committee

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

The Risk Committee is composed solely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Current members of this committee are Mark R. Nesselroad, Chairman, Theodore J. Georgelas, J. Paul McNamara and Mary K. Weddle. The Risk Committee met four (4) times during 2020.2021. The Risk Committee is governed by the Risk Committee charter which is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”.

The Governance and Nominating Committee

The purposespurpose of the Governance and Nominating Committee areis to evaluate and recommend candidates for election as directors, make recommendations concerning the size and composition of the Board of

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

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

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

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

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

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

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

Minimum Stock Ownership Requirements

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

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

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

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

Anti-Hedging and Pledging Policy

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

The policy also prohibits its members and named executive officers are prohibited from, directly or indirectly, pledging the Company’s equity securities. For these purposes, “pledging” includes the intentional creation of any form of pledge, security interests, deposit, lien or other hypothecation, including the holding of shares in a margin account, that entitles a third-party to foreclose against, or otherwise sell, any equity securities, whether with or without notice, consent, default or otherwise, but does not include either the involuntary imposition of liens, such as tax liens arising from legal proceedings, or customary purchase and sale agreements, such as Rule 10b5-1 plans. All existing pledging arrangements in effect as of February 23, 2015 were grandfathered. Any exceptions to this policy must be approved by the Chairman of the Governance and Nominating Committee and the Chief Executive Officer. As of March 4, 2021,2, 2022, the number of shares pledged by Board members and the named executive officers was 0.21%0.19% of the common shares outstanding. Over the last five years, the aggregate number of shares pledged has not exceeded 1% of common shares outstanding.

The Governance and Nominating Committee is composed entirely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Members of this committee are J. Paul McNamara, Chairman, Dr. Patrice A. Harris, Mark R. Nesselroad, Gary G. White, and P. Clinton Winter. The Governance and Nominating Committee met three (3) times during 2020. The charter for this committee is available on the corporate website under Investor Relations, Corporate Overview and Governance Documents at “www.ubsi-inc.com”.

Related Party Transactions

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

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

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

All related party transactions since January 1, 2020,2021, which were required to be reported in this proxy statement, were approved by the Committee in accordance with United’s Related Party Transaction Policy.

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

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

Executive Officers

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

Footnotes:

Family Relationships

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

Sustainability

We are focused on operating our companyThe core elements of a successful environmental social governance (“ESG”) program – strong risk management, providing excellence in a sustainable manner, as we believe it better serves and creates long-term valueservice to our communities, which is a top prioritystakeholders, and planning for long-term sustainability – are at the core of what United and its employees. leadership do every day. The Board of Directors has ultimate oversight of the Company’s ESG practices and initiatives. The Board has tasked the Governance & Nominating Committee with monitoring the Company’s progress and efforts. The Board Risk Committee has oversight of ESG-related items that are incorporated within the enterprise risk management program. This includes climate-related risk, information security, customer due diligence, complaint management, legal and reputational risk, and fair and responsible banking.

Environment

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

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

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

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

Climate-Related Risk Management. The foundation of local economiesUnited’s risk culture is the “tone-at-the-top” established by our Board of Directors. Our culture promotes open discussion about uncertainties and in facilitating the transfer of financial resourcesencourages employees to their most productive capacity.

Realizing our importanceexpress and elevate concerns to the communities weappropriate level. We believe this conservative banking philosophy will serve United hasus well into the future.

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

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

Climate-Related Metrics and regulatory risks, as well as other risksTargets.United is working to identify key concentrations in our loan portfolio that couldare most likely to be material to uspositively or negatively impacted by climate. We are researching scope 1 and our customers.2 greenhouse gas emissions and strategies for lowering them in the coming years.

Human Capital

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

equitable, and inclusive workforce. United’s mission is excellence in service to our shareholders, to our customers, to our communities, and to our employees. Our core values areof integrity, teamwork, hard work, and caring. We emphasizecaring, and foster positive attitudes, communication, teamwork, goal attainment, personal growth, and the pursuit of United’s mission of excellence when it comes to delivering high-qualityin service to our shareholders, our customers, our communities, and fellowour employees.

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

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

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

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

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

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

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

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

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

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

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

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

To continue to cultivate our inclusive culture, United offers employees a way to report confidential and inclusion leadership, talent managementanonymous issues of concern through our website. Whether it is a compliance or regulatory violation, wrongdoing, improper conduct, or harassment, the confidential report will be instantly and career development, employee engagement, marketing and communications, training, lending practices and customer acquisition, and supplier diversity.discreetly forwarded for review.

Social Capital

The Community Reinvestment ActStakeholder and Society.We are committed to increasing transparency and engaging with stakeholders through a wide variety of 1977 (“CRA”) requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practices. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low- and moderate-income individuals and communities. Depository institutions are periodically examined for compliance with the CRA and are assigned ratings. Banking regulators take into account CRA ratings when considering approval of a proposed transaction. United Bank received a rating of “outstanding” in its most recent CRA examination, an achievement very few financial institutions attain.mediums, summarized as follows.

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

Political Contributions. United supports various industry trade associations, including their lobbying efforts on behalf of the industry. For example, we have an internal Government Relations Committee which attends the annual American Bankers Association (“ABA”) CommitmentGovernment Relations Summit, State Banker Days, and regular legislative events to Community Award. The award specifically recognized United’s Community Reinvestment Action Committee, employees across our footprint who go abovestay informed and beyond their day jobs to take on additional responsibilities connecting employees to high-impact service opportunities. They align our community efforts behind common goals to “move the needle” on key challenges facing the communities we serve.

During 2020, United employees volunteered over 18,000 hours of community service. United has been recognized for its bank-wide financial literacy programs, including its own Bank at Work program, as well as

Access to Finance.COVID-19 We have robust community partnerships across our footprint. Our team members volunteer by serving on boards of directors, conducting financial literacy or homebuying workshops, and providing technical assistance to potential borrowers. We support these partnerships financially, donating millions to programs such as scholarships for first generation diverse college students, after school programs, affordable housing initiatives, financial empowerment seminars, social service agencies, work study programs, and more.

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

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

Product Safety, Quality, and Brand

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

and customers.

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

Complaint Management.A robust complaint management program provides meaningful information that 1) helps United identify potential regulatory or reputational risks, 2) allows United to efficiently focus resources at critical consumer issues, 3) builds trust between United and its customers, and 4) improves the communities we serve, helping to fuel opportunities and combat any challenges. Throughout the COVID-19 pandemic, our primary objective was to protect the health, safety, happiness, and well-being of our employees, while continuing to provide the best possible services for our customers. To address the issues arising as a result of COVID-19, and in order to facilitate the continued delivery of essential services while maintaining a high level of safety for our customers as well as our employees,overall United implemented the following policies:

During this unprecedented situation, United has executed a payment deferral program for its customers that are adversely affected by the pandemic. Depending on the demonstrated need used as part of the customer and within the guidance of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, we are deferring either the full loan payment or the principal component of the loan payment for a stated period of time. In 2020, United has made 5,967 eligible loan modifications on approximately $3.18 billion of loans outstanding under section 4013, “Temporary Relief from Troubled Debt Restructurings,” of the CARES Act. Of those amounts made, 1,002 of eligible loan modifications remain on approximately $399.86 million of loans outstanding as of December 31, 2020.    

With the passage of the Paycheck Protection Plan (“PPP”), administered by the Small Business Administration (“SBA”), United has actively participated in assisting its customers with applications for resources through the program to help out our communities during the COVID-19United’s overall compliance management system. pandemic. During 2020, we originated over 8,900 PPP loans for approximately $1.3 billion and are processing new requests in 2021. Our employees incurred over 78,000 hours processing PPP loans in 2020. United also participated in the Main Street Lending Program.

We introduced temporary changes to help with the financial hardship caused by COVID-19 for our customers. This included waiving select deposit account fees including overdraft fees, ATM fees and excessive withdrawal fees for savings and money market accounts. We have been able to open and close accounts effectively, through our drive through facility, and our customer service center is successfully managing the volume of incoming calls.

United continues to monitor the safety of our employees. With reduced access to the lobby, our staffing is adequate to address the requests for time off by any of our employees who are impacted by health or childcare issues. For our retail staff being asked to work during the pandemic, a special bonus was paid in

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

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

Digital Innovation.United uses data to make digital investment decisions on where and when to implement new technologies that are fundamental to modern IT service delivery. We aim to deliver ‘easy-to-use’ banking experiences. We are committed to improving the customer experience at every interaction and will continue to promote ‘easy-to-use’self-service channels. We are adding new functionality to mobile banking, working toward parity between online banking and our mobile platform. Digital offerings also enhance the employee experience, freeing up their service. We also compensatedcapacity to focus on our employees based on their normal working hours even if their actual hours werecustomers, and automating processes that will increase overall efficiency with a reduced or their availability was impacted by COVID-19,error rate. United’s digital strategy will continue increased the minimum hourly wage,

to develop as our stakeholders’ needs change and increased the 401k match.evolve.

Subject to ratification by United’s shareholders, United’s Audit Committee has selected Ernst & Young LLP (“Ernst & Young”), Charleston, West Virginia as the independent registered public accounting firm for United to audit the consolidated financial statements of United and its subsidiaries for the fiscal year ending December 31, 2021.2022. Ernst & Young has audited the financial statements of United and its subsidiaries since 1986.

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

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

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

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

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

Audit Committee Report

The Audit Committee reviews United’s financial reporting process on behalf of the Board of Directors and is responsible for appointment, compensation and oversight of the external auditor. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal control. United’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the 20202021 consolidated financial statements. This discussion included the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to pre-approve permitted services provided that the Chair reports any decisions to the Committee at its next scheduled meeting. During 20202021 and 2019,2020, all services related to the audit, audit-related and tax fees described below provided by Ernst & Young LLP were pre-approved by the Audit Committee.

Independent Registered Public Accounting Firm Fees Information

Audit Fees.Fees for audit services were $1,600,576 in 2021 and $1,588,656 in 2020, and $1,396,236 in 2019, including fees associated with the annual audit, the reviews of United’s quarterly reports on Form 10-Q and annual report on Form 10-K, and required statutory audits as well as the audit of management’s assertion on the effectiveness of internal control over financial reporting.

Audit-Related Fees.Fees for audit-related services were $273,200 in 20202021 and $239,000$273,000 in 2019.2020. Audit-related services principally include audits of certain subsidiaries, employee benefit plans, and other attest services not classified as audit.

Tax Fees.Fees. Fees for tax services, including tax compliance, tax advice and tax planning were $250,875 in 2021 and $338,172 in 2020 and $519,704 in 2019.2020.

Other Services. Fees for review of compliance with certain regulatory matters were $9,842 in 2019.

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

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

United is currently conducting the “say-on-pay” advisory vote on an annual basis. The next “say-on-pay” advisory vote is scheduled for the 20222023 Annual Meeting of Shareholders.

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

UBSI 20202021 Performance

United Bankshares continues to be one of the best performing regional banking companies in the nation based upon our consistent earnings performance, solid asset quality, and strong capital position. Key accomplishments for 20202021 included:

We refer to the non-GAAP financial measure “core” return on average assetsmeasures “Core” Return On Average Assets (ROAA) and Core Diluted Earnings per Share (excluding merger-related expenses) in this Compensation Discussion and Analysis. For a reconciliation of thisthese non-GAAP measuremeasures to the GAAP measure,measures, please see Use“Use and Reconciliation of Non-GAAP Financial MeasuresMeasures” on page 43.47.

At our 20202021 Annual Meeting of Shareholders, our shareholders were given the opportunity to provide feedback to the Compensation Committee in the form of a nonbinding advisory vote on the Company’s executive compensation program, commonly referred to as a “Say-on-Pay” vote. Our shareholders overwhelmingly approved the compensation of our named executive officers, with 86.63%97.14% of the votes cast in favor of the “Say-on-Pay” resolution approving the compensation of the named executive officers for the 20192020 fiscal year. Even though the result of the “Say-on-Pay” vote is nonbinding, the Board of Directors and Compensation Committee value the opinions that shareholders express in their votes and will continue to consider the outcome of the vote when making future executive compensation decisions.

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

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

Role of Executive Officers and the Committee in Compensation Decisions

As provided in its charter, the Committee has the authority to determine all compensation components for the named executive officers and to approve equity awards to other officers of the Company. The Committee met in February 20202021 to discuss the annual evaluation process; to analyze peer data as it relates to executive compensation; to act on compensation issues for the named executive officers for 20202021 and cash incentive awards for performance during 2019;2020; to review consultant’s calculations related to the CEO Pay Ratio; to review and redefinereaffirm the Company’s Proxy Peer Group; to review and approve the Company’s long-

20202021 Executive Compensation Components

For the fiscal year ended December 31, 2020,2021, the principal components of compensation for named executive officers were:

20202021 Target Pay Performance Mix

The Committee aims to establish the appropriate balance between fixed and performance-based compensation as well as between its annual incentive and long-term incentive compensation. The following charts display the target pay mix of total compensation in 20202021 for the Chief Executive Officer (“CEO”) and

terminate any compensation consultant that assists its compensation analysis. The Committee receives comparative compensation data from independent compensation consultants’ reports, management, proxy statements, and other public disclosures providing insight on industry best practices. In 2019 and early 2020, the Committee consulted with McLagan to redefine its Proxy Peer Group and to prepare models for the Committee’s consideration regarding the share size and design of United’s long-term incentive plan taking into consideration proxy advisory firm and principal shareholder policies. Additionally, in 2020, the Committee consulted with McLagan to review executive compensation compared to peers and to assist with the development of the design of a new long-term incentive plan which is more fully described in the Long-Term Incentive Compensation section on page 38.42.

Proxy Peer Group (“Peer Group”)

In February 2020,2021, in consultation with McLagan, the Committee reevaluated the Company’s Proxy Peer Group considering M&A activity, the number of peers remaining in the Peer Group, a peer company’s size (market capitalization and asset size), business mix, and other factors which the Committee believed to be representative of the Peer Group.

Named Executive Officers (“NEOs”)

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

Salaries

The first element of the executive compensation program is salaries. Salaries of the named executive officers are reviewed on an annual basis. In recent years, the Committee has been directing a shift in the mix of the Company’s executive compensation toward incentive compensation. This strategy is intended to increase

dependent upon the Company’s performance. The Committee annually reviewssets the metrics for the AIP compensation for cash incentive awards. As previously mentioned, the current year and approves the awards of AIP compensation for the prior year based on the Company’s performance against the prior year’s metrics. The Committee considered the industry best practices provided by McLagan in the design of the 2020 annual cash incentive2021 AIP compensation framework.

For 2020, the Compensation Committee required the Company to meet a performance “trigger” before the AIP could be activated. This “trigger” ensures annual cash incentives cannot be paid unless a certain level of performance is achieved. The Committee chose Return on Average Assets due to its insight into how efficient management is utilizing its asset base and its conventional use as a comparison between industry peers. The Committee evaluated this metric over a preceding year sample period and then determined an applicable performance hurdle for the Company. The trigger mechanism for 2020 was to generate Core Return on Average Assets of 1.00%. Due to the pending merger with Carolina Financial Corporation, the Committee determined that certain adjustments would be made to exclude, on an after-tax basis, the impact of merger-related charges recorded in 2020 and other nonrecurring items, as deemed appropriate by the Committee. In 2020, the performance trigger was achieved; therefore, the named executive officers were eligible for cash incentive compensation if the additional performance metrics established by the Compensation Committee were satisfied.

The Compensation Committee considered a variety of possible performance metrics for the AIP compensation for 2020.2021. These metrics are designed to align how management, shareholders, and banking