DEF 14A of United Community Banks Inc
Filed Apr 2, 2025 · FY20240001104659-25-030925
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Board of Directors (the “Board”) nominated 12 directors who, if elected by shareholders at the 2025 Annual Meeting, will be expected to serve until next year’s annual meeting and until their respective successors are elected and qualified. All nominees currently serve as directors on our Board. Mr. David C. Shaver is not standing for re-election and will retire from the Board following the 2025 Annual Meeting. Mr. Shaver has served on the Board since 2016 and has provided outstanding service to United Community as a Board member and as Chair of the Audit Committee. United Community is grateful to Mr. Shaver for his exceptional service and contributions to the Company. Each director nominee consented to being named in this Proxy Statement and to serve as a director, if elected. If any nominee is unable to stand for election for any reason, the shares represented at our 2025 Annual Meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.
Proposal 1: Election of Directors
| Nominee | Age | Principal Occupation | Director Since | Independent | Other Public Boards | Committee Membership (C= Chair) | | Jennifer M. Bazante | 60 | Former Chief Marketing Officer, Humana | 2021 | Yes | 0 | Nominating and Corporate Governance Talent and Compensation | | George B. Bell | 64 | Former Executive Vice President and Software Engineer Group Head II, Truist Financial Corporation | 2022 | Yes | 0 | Audit Risk | | James P. Clements | 61 | President, Clemson University | 2020 | Yes | 1 | Nominating and Corporate Governance Talent and Compensation | | Kenneth L. Daniels | 73 | Former Chief Credit Risk and Policy Officer, Sr. Risk Advisor, BB&T | 2015 | Yes | 0 | Audit Executive Risk ( C ) | | Sally Pope Davis | 67 | Former Managing Director, Goldman Sachs Asset Management | 2024 | Yes | 1 | Nominating and Corporate Governance Risk | | Lance F. Drummond | 70 | Former Executive Vice President of Operations and Technology, TD Canada Trust | 2018 | Yes | 1 | Executive Nominating and Corporate Governance ( C ) Risk | | H. Lynn Harton | 63 | Chairman, President, and Chief Executive Officer, United Community Banks, Inc. | 2015 | No | 0 | Executive ( C ) | | John M. James | 65 | Former SVP, Corporate Controller Executive, Bank of America | 2023 | Yes | 0 | Audit Risk | | Jennifer K. Mann | 54 | Executive Vice President of Human Resources, SAS | 2018 | Yes | 0 | Executive Talent and Compensation ( C ) | | Thomas A. Richlovsky | 73 | Former Executive Vice President, PNC Financial Services Group | 2012 | Yes | 0 | Lead Director Audit Executive Nominating and Corporate Governance | | Tim R. Wallis | 73 | Former President, Wallis Printing | 1999 | Yes | 0 | Talent and Compensation | | Ambassador David H. Wilkins | 78 | Former US Ambassador to Canada; Former Speaker, SC House of Representatives; Partner, Nelson Mullins Riley & Scarborough | 2016 | Yes | 0 | Risk |
Director Nominees for Election
Director Nominees for Election Following is information about each of our Board’s nominees, including his or her age, the year in which he or she first became a director of our Company, his or her business experience for at least the past five years, and other information that led to the conclusion by our Board that each nominee should serve as a director of our Company. There are no family relationships between any director, executive officer, or nominee for director of United Community.
Director Nominees for Election
| Age: 60 Director since: 2021 Committees: Nominating and Corporate Governance, Talent and Compensation | Jennifer M. Bazante Ms. Bazante has a depth of experience leading world-class marketing organizations. She brings extensive knowledge to our Board as a marketing executive, with insights into brand recognition, customer experience, and digital transformation. Ms. Bazante also contributes extensive knowledge in the areas of leadership, strategic planning, and project management which, together with her deep marketing expertise, is highly valuable to the Board. Career Highlights Ms. Bazante served as Chief Marketing and Communications Officer for Humana, a leading healthcare company with a focus on health insurance and integrated healthcare service delivery, from 2014 until her retirement in 2024. In that role, she oversaw the company’s brand and reputation efforts and led the strategies for customer acquisition and engagement as well as direct-to-consumer and business-to-business marketing across traditional and digital channels. She was instrumental in the launch of CenterWell, Humana Inc.’s healthcare service brand across pharmacy, primary care, and home health. Prior to Humana, Ms. Bazante held several roles at Visa Inc. over a 14-year tenure including Head of Global Brand and Product Marketing, Global Sponsorship Marketing, and Global Merchant Marketing. She began her career at Colgate-Palmolive where she spent time in South America leading multiple product categories and in New York where she drove the development of new, innovative product bundles. Ms. Bazante has been recognized as one of the Top 100 Women in Brand Marketing and is frequently invited to participate in the evaluation and selection of best-in-class marketing and advertising work across multiple industries. Education Ms. Bazante received her master’s in international business administration from the Darla Moore School of Business at the University of South Carolina and a bachelor’s degree from Florida State University. | | Age: 64 Director since: 2022 Committees: Audit, Risk | George B. Bell Mr. Bell has over 40 years of experience as an information technology executive in the financial services industry. His background includes a focus on information technology development and support, project planning and execution, system design and enhancement, customer information management, organizational optimization, and M&A integration. Mr. Bell’s background also includes an emphasis on customer-centric innovation and improving the quality of products and services to enhance customer experience, providing a unique skill set to the Board of Directors. Career Highlights Mr. Bell served as Executive Vice President and Software Engineering Group Head II, Business Management Manager for Truist Financial Corporation from 2019 until his retirement in 2021. In that role, Mr. Bell led a cross-functional team and provided technical leadership to the human resources, legal, and business management functions. Mr. Bell held similar positions with progressive breadth at Truist’s predecessor BB&T, from 2002 until BB&T’s merger with SunTrust Bank to form Truist in 2019. At BB&T, Mr. Bell led a wide variety of application support and development teams while simultaneously enabling several new business and technical capabilities. He was the inaugural co-chair for the African American Affinity group, started the ADS ambassador program, reinvigorated underperforming teams, developed skill transition models, successfully executed the first major global sourcing project, and established the foundation for BB&T’s faster payments strategy. |
Director Nominees for Election
| | Prior to BB&T, Mr. Bell was employed in numerous technology roles with Bank of America for eight years. His tenure at Bank of America included managing customer information and teller-related migration efforts for major acquisitions, managing nationwide applications, devising the initial component-based development methodology, developing the initial CRM migration strategy, and managing the initial foray into offshore support. Prior to Bank of America, Mr. Bell was with BB&T for 11 years in various technology leadership roles. Mr. Bell is an independent director on the board of Constellation Quality Health, a non-profit healthcare consultancy company. Education Mr. Bell obtained his master’s in business administration from East Carolina University. He graduated from Barton College with a bachelor’s degree in mathematics. | | Age: 61 Director since: 2020 Committees: Nominating and Corporate Governance, Talent and Compensation | James P. Clements Dr. Clements’ experience as President of two universities makes him uniquely skilled with deep knowledge regarding the operation of a complex organization and consideration of different stakeholder groups. In addition to his leadership in higher education, Dr. Clements has extensive knowledge in the field of information technology. Dr. Clements brings extensive knowledge in the areas of leadership, strategic planning, project management, computer science, and information technology to the Board. Career Highlights Dr. Clements has been Clemson University’s President since 2013. Prior to becoming Clemson University’s President, Dr. Clements served as the President of West Virginia University. Dr. Clements is a nationally recognized leader in higher education. Dr. Clements currently serves on the Executive Committee for the Council on Competitiveness, the Special Olympics International Board, the South Carolina Chamber of Commerce Board, and the Council of Presidents for the Commission on Higher Education. Previously, he has served as the Chair of the Board for the Association of Public & Land-Grant Universities and on the executive committee of APLU’s Commission on Innovation, Competitiveness and Economic Prosperity. Dr. Clements has also served on the Council of Presidents for the Association of Governing Boards, and on the Board of Directors of the American Council on Education including as a chair of the ACE Commission of Leadership. Dr. Clements was the only university president selected for the 15-member Innovation Advisory Board to the U.S. Department of Commerce. He also served as the co-chair of the National Advisory Committee for Innovation and Entrepreneurship 2.0, again serving as the only university president. He was nominated for, and participated in, the 81st Joint Civilian Orientation Conference through the U.S. Department of Defense where he was one of only a few dozen people selected in the country. Dr. Clements previously served on the Executive Committee of the Board for the Business Higher Education Forum. Dr. Clements has published and presented more than 75 papers in the fields of higher education, leadership, strategic planning, project management, computer science, and information technology. He also served as principal investigator or co-investigator on more than $15 million in research grants. His Successful Project Management book is now in its seventh edition and is published in multiple languages and used in numerous countries. Dr. Clements is an independent director on the board of United Homes Group, Inc., a publicly-traded residential builder of new home communities, where he serves on the Compensation Committee and Nominating and Corporate Governance Committee. Education Dr. Clements holds a bachelor’s degree in computer science as well as a master’s degree and Ph.D. in operations analysis from the University of Maryland-Baltimore County. Dr. Clements also holds a master’s degree in computer science from Johns Hopkins University’s Whiting School of |
Director Nominees for Election
| | Engineering and was awarded an honorary degree as a doctor of public education from his alma mater, UMBC. | | Age: 73 Director since: 2015 Committees: Audit, Executive, Risk (Chair) | Kenneth L. Daniels Mr. Daniels’ 38 years as a banking leader and risk professional with extensive experience in loan portfolio management, regulatory requirements, policy development and data integrity provides the Board of Directors with a depth of banking and risk expertise and offers the perspective of a large regional banking institution to the Board. Career Highlights Mr. Daniels led various credit and risk management functions at BB&T during his tenure from 1983 until his retirement in 2014 as BB&T grew from $2 billion to $187 billion in assets. He served as a Senior Commercial Loan Administrator where he led a team of associates responsible for commercial loan underwriting and approval and commercial loan portfolio management. He was promoted to Chief Credit Risk and Policy Officer and was responsible for total loan portfolio management and strategy, credit policies, and allowance for credit losses. He later served as Senior Risk Advisor. Mr. Daniels began his career at First Union National Bank (now Wells Fargo) where he served as a Commercial Financial Analyst and as a Senior Commercial Loan Officer. Mr. Daniels is past President and Chair of both the Carolinas/Virginia Chapter and the Eastern North Carolina Chapter of the Risk Management Association (“RMA”). During his career, he served on the RMA’s National Agricultural Lending Council, the National Credit Risk Council, the Allowance for Loan and Lease Losses Roundtable, and the Commercial Risk Grading Roundtable. Education Mr. Daniels graduated from the RMA/Wharton Advanced Risk Management Program at The Wharton School of Business and also earned a master’s in business administration at East Carolina University and a bachelor’s degree at the University of North Carolina, Chapel Hill. | | Age: 67 Director since: 2024 Committees: Nominating and Corporate Governance, Risk | Sally Pope Davis Sally Pope Davis is a highly accomplished financial executive with more than 40 years of experience in financial analysis, asset management, and investing within the financial industry. She brings to the Board extensive expertise and knowledge in shareholder value creation, strategy, corporate finance, and mergers and acquisitions as well as board service with other companies. Career Highlights Ms. Davis retired as a managing director from Goldman Sachs Asset Management in 2024, where she co-led the U.S. Small Cap Value Strategies, which, during her tenure, included one of the industry’s largest US small-cap value funds. In addition to overseeing the portfolio, Ms. Davis was responsible for investing in the financial sector, including banks, thrifts, insurance, mortgage, capital markets and specialty finance companies. Ms. Davis joined the Small Cap Value team in 2006, became co-lead portfolio manager in 2009, and was promoted to Managing Director in 2010. From 2001 to 2006, she was a portfolio manager in Fundamental Equity for Goldman Sachs Asset Management where she was responsible for investments in mid- and large-cap commercial and investment banking companies. Previously, Ms. Davis was a senior sell-side equity analyst in Goldman Sachs Global Investment Research, where she focused on US regional banking companies during a period of significant industry consolidation. Prior to her tenure at Goldman Sachs, Ms. Davis covered regional banks as a sell-side analyst at Brown Brothers Harriman. She began her career at Chase Manhattan Bank, in roles in corporate finance, specializing in financial institutions, and as Vice President in Capital Planning, managing capital funding requirements for the corporation. Ms. Davis is an independent director on the Board of First Financial Bankshares, Inc., a publicly-traded corporation, and its subsidiary, First Financial Bank, where she is a member of the Risk |
Director Nominees for Election
| | Committee. Ms. Davis also serves on the Board of First Financial Trust and Asset Management and its Investment Committee. Additionally, she is an independent board member of Core Specialty Insurance Holdings, Inc. and serves on the Audit, Finance and Risk Management Committees. Education Ms. Davis holds an MBA with a concentration in finance and economics from the University of Chicago. She earned her Bachelor of Science in finance, graduating summa cum laude from the University of Connecticut. | | Age: 70 Director since: 2018 Committees: Executive, Nominating and Corporate Governance (Chair), Risk | Lance F. Drummond Mr. Drummond brings to the Board of Directors 40 years of business experience as an executive level business leader with multi-industry and international experience. He specializes in business-transforming strategy development and execution and organizational change for business-to-business and business-to-consumer Fortune 500 companies, with demonstrated success in manufacturing, technology and financial services industries. Career Highlights Mr. Drummond served as Executive Vice President of Operations and Technology at TD Canada Trust from 2011 until his retirement in January 2015. In his role at TD Canada Trust, he led a team of associates who delivered personal and small business loan underwriting, funding, discharges, deposit operations, fraud management, collections, digitization and image transformation, service quality (Lean Six Sigma) and project management office services for Canadian Banking including retail, business and wealth. From 2009 to 2011, Mr. Drummond served as the Executive Vice President of Human Resources and Shared Services at Fiserv, Inc. In this role, he led the human resources function for Fiserv’s 20,000 employees. Additionally, he oversaw many of the company’s shared services, including Fiserv Global Services’ 2,800 employees located in India and Costa Rica. From 2002 to 2009, Mr. Drummond served Bank of America as the Service and Fulfillment Operations executive for Global Technology and Operations and later as Global Consumer and Small Business Banking eCommerce/ATM executive. Mr. Drummond began his career in 1976 at Eastman Kodak, where he held several senior management positions including Divisional Vice President and General Manager Dental Products, Divisional Vice President and Regional General Manager Professional Products — Latin American region, Corporate Vice President and Chief Operating Officer Professional Products Division. Mr. Drummond is an independent director on the board of AvidXchange Inc., a publicly-traded fintech company, and is a member of the Human Capital and Compensation Committee and Chair of the Risk Committee. Mr. Drummond has been a member of the National Association of Corporate Directors (NACD) since 2015. Mr. Drummond received the MIT Sloan Fellowship in 1994 and the Aspen Institute’s Henry Crown Fellowship in 1998. Mr. Drummond is the founder of Dreamseeds, a children’s performing arts program at YMCA of Greater Rochester. Education Mr. Drummond earned his bachelor’s degree in business management from Boston University, master’s in business administration from the Simon Business School at the University of Rochester, and master of science degree in management science from MIT. |
Director Nominees for Election
| Age: 63 Director since: 2015 Committees: Executive (Chair) | H. Lynn Harton With 40 years of experience in the banking industry, Mr. Harton has extensive experience with respect to lending, risk management, credit administration, and virtually all other aspects of United Community’s business. Career Highlights Mr. Harton serves as Chairman of the Board, President, and Chief Executive Officer of United Community and as Chairman of the Board and Chief Executive Officer of the Bank. Mr. Harton joined United Community in 2012 as Chief Operating Officer. In 2015, he was named President and elected to the Board of both United Community and the Bank. Mr. Harton was named Chief Executive Officer of the Bank in 2017 and was named Chief Executive Officer of United Community in 2018. Mr. Harton was named Chairman of the Board of both United Community and the Bank in 2019. Mr. Harton served as President of the Bank until 2021. Prior to joining United Community, Mr. Harton served as the Executive Vice President and Head of Commercial Banking-South of Toronto-Dominion Bank (“TD Bank”) from 2010 to 2012. From 2009 to 2010, Mr. Harton served as President and Chief Executive Officer of The South Financial Group (“TSFG”), and from 2007 to 2009 he served as TSFG’s Chief Risk and Chief Credit Officer. During his time at TSFG, Mr. Harton raised capital to support TSFG during the 2008 financial crisis, negotiated the sale of the company to TD Bank, and, post-sale, led the successful integration of TSFG into TD Bank. Prior to joining TSFG, Mr. Harton served from 2003 to 2007 as the Chief Credit Officer of Regions Financial Corporation and Union Planters Corporation. He also held various executive positions at BB&T from 1983 to 2003. Mr. Harton is a past member of both the RMA National Community Bank Council and the RMA Board of Directors. He has also served on a number of additional financial boards and committees throughout his career, including the Palmetto Business Forum, RMA National Credit Risk Council, CBA National Small Business Banking Committee, and the Equifax Small Business Financial Exchange. He is a recipient of South Carolina’s highest honor, the Order of the Palmetto. Education Mr. Harton earned his bachelor’s degree from Wake Forest University and has participated in various executive programs at Duke University, Wharton, Columbia, Northwestern, the University of North Carolina, and the University of South Carolina. | | Age: 65 Director since: 2023 Committees: Audit, Risk | John M. James Mr. James has more than 35 years of experience in senior financial management roles. Mr. James has served in senior executive positions encompassing financial reporting, accounting, treasury, and regulatory responsibilities in a global banking organization, which allows him to provide a unique perspective on United Community’s Board of Directors. Mr. James qualifies as an audit committee financial expert and serves on the Audit Committee. Career Highlights Mr. James served as the Americas Legal Entity Controller for Bank of America from 2019 until his retirement in 2022. In that role, Mr. James was responsible for all of the legal entity controllership activities for the U.S., Canada, Mexico, Brazil, and other countries in South America. He also had responsibility for certain corporate and treasury accounting functions. Prior to his role as Americas Legal Entity Controller, Mr. James was the Corporate Controller for Bank of America for 14 years. In that role, he was responsible for certain corporate and treasury accounting functions, SEC reporting, accounting policy, corporate analysis and reporting, and Enterprise Reg W governance. Mr. James joined Bank of America in 2005 as the Corporate Controller. Before joining the bank, he completed a two-year professional accounting fellowship in the Office of the Chief Accountant at the SEC in Washington, D.C. Prior to his time at the SEC, he spent twelve years with PricewaterhouseCoopers LLP including four years in the Accounting Consulting Services |
Director Nominees for Election
| | group of the firm’s Professional, Technical, Risk & Quality National Office as a financial instruments accounting consultant. During this time, he was also a member of the Financial Instruments Task Force of the Auditing Standards Board. He also previously worked in the banking and insurance industries for seven years in a variety of senior financial management positions. Education Mr. James graduated from the University of Kentucky, earning a bachelor’s degree in business administration with a concentration in finance and a bachelor’s degree in accounting. During his career, he was previously a certified public accountant and held a Chartered Financial Analyst (CFA) designation. | | Age: 54 Director since: 2018 Committees: Executive, Talent and Compensation (Chair) | Jennifer K. Mann Ms. Mann provides a wealth of human resources experience to the Board of Directors. Her leadership in human resources demonstrates her vision and strong management skills and offers extensive human resources insight to the Board of Directors. Career Highlights Ms. Mann has been employed with SAS since 1998 and currently serves as Executive Vice President of Human Resources, where she is responsible for developing and guiding SAS’ human resources vision and articulating the organization’s strategy to help acquire, develop, reward and retain the best talent. Ms. Mann leads a global human resources organization that acts as a steward of the SAS culture and engages a global workforce of over 12,000 with diverse talents and skills. SAS has been ranked on the FORTUNE 100 Best Companies to Work For® list since the list’s inception. This recognition includes multiple number one rankings in the US, as well as the World’s Best Multinational Workplaces from Great Place to Work®, garnering accolades for SAS across the globe for its workplace culture and commitment to innovation. Her workplace culture insights have been shared in The Wall Street Journal, US News & World Report, CBS MoneyWatch, CBS Sunday Morning, CNN, and The Great Workplace by Michael Burchell and Jennifer Robin. Ms. Mann was selected as a 2014 finalist for Chief Human Resources Officer of the Year by HRO Magazine. Prior to joining SAS, Ms. Mann held human resources leadership roles in industries such as high-tech manufacturing, healthcare and academia. Ms. Mann serves on the advisory council at North Carolina State University’s Poole College of Management and on the Board of Trustees for Meredith College. She is a member of OnBoardNC. Education Ms. Mann received her bachelor’s degree in psychology and business from Meredith College in Raleigh, North Carolina. | | Age: 73 Director since: 2012, Lead Director Committees: Audit, Executive, Nominating and Corporate Governance | Thomas A. Richlovsky Mr. Richlovsky has extensive experience in the financial services industry, having served in senior executive positions in finance, accounting and treasury at major banking organizations. Mr. Richlovsky’s expertise and experience in these finance-related areas of banking provide a valuable perspective, making him well suited to serve on United Community’s Board of Directors. Mr. Richlovsky qualifies as an audit committee financial expert and serves on the Audit Committee. Career Highlights Mr. Richlovsky retired as Executive Vice President at PNC Financial Services Group Inc. (“PNC”) in 2011. He joined PNC upon its acquisition of National City Corporation in December 2008. Mr. Richlovsky was Chief Financial Officer, Treasurer and Principal Accounting Officer of National City at the time of its acquisition by PNC. During his 30-year tenure with National City, he assumed progressively greater responsibilities and gained extensive financial management, accounting and treasury expertise. Over that same period, National City grew from approximately $5 billion in assets and 2,000 employees to $150 billion in assets and over 30,000 employees. Following the |
Director Nominees for Election
| | sale of National City to PNC, Mr. Richlovsky was appointed Executive Vice President of PNC and assisted in the integration of the two companies. At PNC, he managed several functional areas within the PNC finance group. Mr. Richlovsky began his business career as an auditor in 1973 with Ernst & Ernst, a predecessor firm of Ernst & Young LLP, in Cleveland, Ohio. Mr. Richlovsky is a certified public accountant. During Mr. Richlovsky’s business career he was active in numerous professional organizations, including the American Institute of Certified Public Accountants, Financial Executives Institute, Bank Administration Institute and National Investor Relations Institute. He currently serves on the boards of several educational and not-for-profit organizations. Education Mr. Richlovsky graduated summa cum laude from Cleveland State University. He also completed graduate studies at The Stonier Graduate School of Banking at Rutgers University. | | Age: 73 Director since: 1999 Committees: Talent and Compensation | Tim R. Wallis Mr. Wallis is a community leader and was a long-term owner of a small business. With United Community’s interest in small business and commercial banking, Mr. Wallis brings a valuable perspective and insight to the Board of Directors. His varied experience on a number of community boards, as well as his service on the United Community Bank — Rome community bank board, gives the Board of Directors a focus on the needs of our mid-size banking communities and the business owners within those communities. Career Highlights Mr. Wallis was previously President of Wallis Printing in Rome, Georgia. In addition to serving on the Board of Directors of United Community, Mr. Wallis also serves as Chairman on the community bank board of United Community Bank— Rome. He has served on the board of directors of the Printing and Imaging Association of Georgia (“PIAG”) and was Chairman of the association’s Government Relations Committee. In this capacity, he worked directly with PIAG legislative liaisons at both the state and national levels. Mr. Wallis previously served on the Georgia Chamber of Commerce board of directors and was the chair for Northwest Georgia. Additionally, Mr. Wallis has significant investment interests in retail shopping centers and apartment complexes throughout the Southeast. He also served on the Darlington School Board of Trustees, Georgia Southern University Foundation Board of Trustees, Rome/Floyd YMCA Board of Trustees, and the United Way of Rome and Floyd County Board of Trustees. Education Mr. Wallis is a graduate of Georgia Southern University. | | Age: 78 Director since: 2016 Committees: Risk | David H. Wilkins Mr. Wilkins has extensive legal, regulatory and governance experience, having served in a senior position in a national law firm and as a U.S. Ambassador and Member of a State House of Representatives. With this comprehensive legal and governance experience, Mr. Wilkins provides a valuable perspective to United Community’s Board of Directors. Career Highlights Ambassador Wilkins is a partner at Nelson Mullins Riley & Scarborough LLP in Greenville, South Carolina serving on the government relations strategies group with a special focus on U.S. — Canada interests. He proudly served as U.S. Ambassador to Canada from June 2005 to January 2009, appointed by President George W. Bush. After returning to South Carolina from Canada, Ambassador Wilkins spent six years chairing the Clemson University Board of Trustees and now serves as a Trustee Emeritus to that board. Additionally, he served as a director on several corporate boards over the past ten years. He is a member of both the South Carolina Bar Association and the American Bar Association. In 2010, |
Director Nominees for Election
| South Carolina’s then Governor-elect Nikki Haley tapped Mr. Wilkins to chair her government transition team. First elected in 1980, Ambassador Wilkins served 25 years in the South Carolina House of Representatives. He was elected Speaker of the House in 1994, a position he held for 11 years until he resigned for his ambassadorship post. He is the recipient of numerous awards including South Carolina’s highest honor, the Order of the Palmetto. Education Mr. Wilkins received his bachelor’s degree from Clemson University and his JD degree from University of South Carolina School of Law. |
Our Board of Directors
Our Board of Directors Our Board provides active, engaged, independent oversight of the Company. Our Board sets the cultural “tone at the top” and oversees the Company’s business with an effective leadership structure guided by strong governance practices. All members of the Board are well engaged in fulfilling their responsibilities. The Board places a high value on collegiality and open dialogue. The Board proactively fosters a culture of transparency and respect for others. At Board meetings, the Lead Director and other Board members regularly articulate the desire for all members of the Board to express their views and to be open to the opinions of others. We believe that the Board’s commitment to this positive culture is a core attribute that facilitates the Board’s effective independent oversight of the Company.
Our Board of Directors
| Our Board is guided by strong governance principles and practices, including the following: ✓ Lead independent director with clearly defined role ✓ Audit Committee, Nominating and Corporate Governance Committee, Risk Committee, and Talent and Compensation Committee each consist entirely of independent directors ✓ Executive session of independent directors at each regular Board meeting ✓ Regular consideration of Board and committee composition and refreshment ✓ Periodic comprehensive Board and committee self-assessments ✓ Direct Board access to management and transparency and openness in communications ✓ Stock ownership guidelines for directors ✓ Strict anti-hedging policy |
Our Board of Directors
Among other important functions, our Board and its committees:
Our Board of Directors
| • | Oversee management’s development and implementation of a multi-year strategic business plan and monitor our progress in meeting the strategic business plan |
Our Board of Directors
| • | Oversee our risk management processes and efforts to identify, assess, and manage or mitigate material risks facing United Community, including operational, cyber, credit, market, liquidity, compliance, and reputational risks |
Our Board of Directors
| • | Oversee our audit function, our independent registered public accounting firm, and the integrity of our financial statements |
Our Board of Directors
| • | Review, monitor, and approve succession plans for our Chief Executive Officer (“CEO”) and other key executives to promote senior management continuity |
Our Board of Directors
| • | Oversee the establishment and administration of appropriately designed compensation programs and plans |
Our Board of Directors
| • | Review our CEO’s performance and approve the total annual compensation for our CEO and other executive officers |
Our Board of Directors
| • | Oversee the Company’s maintenance of high ethical standards, including by adoption of a code of ethical conduct that applies to our executive management and the Board |
Our Board of Directors
| • | Review our governance practices, our human capital management policies and practices, and our community development and engagement initiatives |
Our Board of Directors
Director Independence NYSE listing standards require that a majority of our directors be independent and that each member of our Audit Committee, Nominating and Corporate Governance Committee, and Talent and Compensation Committee be independent. Our Board determines the independence of each director and director nominee in accordance with guidelines it adopted, which include all elements of independence set forth in the NYSE listing standards and U.S. Securities and Exchange Commission (“SEC”) rules. The Board first considers whether any director or nominee has a relationship covered by the NYSE listing standards that prohibits an independence finding for Board or committee purposes. Any director who has a material relationship with United Community or its management is not considered to be independent. Our Board has affirmatively determined that all of our director nominees are independent, except for our CEO, H. Lynn Harton, due to his employment with the Company. Specifically, the Board determined that each of the following director nominees are independent under NYSE listing standards and our guidelines:
Our Board of Directors
| Jennifer M. Bazante | Kenneth L. Daniels | John M. James | Tim R. Wallis | | George B. Bell | Sally Pope Davis | Jennifer K. Mann | David H. Wilkins | | James P. Clements | Lance F. Drummond | Thomas A. Richlovsky | |
Our Board of Directors
Our Board determined as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of the director’s independent judgment in carrying out his or her responsibilities as a director. The Board also determined that each person who currently serves or who served in 2024 on the Audit Committee, the Nominating and Corporate Governance Committee, or the Talent and Compensation Committee meets or met, as applicable, the NYSE independence requirements for membership on those committees and, as to the Audit Committee, SEC independence rules. In reaching the determination that Mr. Wilkins is independent, the Board considered that during 2024, United Community paid approximately $685,000 to the law firm of Nelson Mullins Riley & Scarborough, LLP (“NMRS”) for various legal services. Mr. Wilkins is a partner with NMRS. The fees paid to NMRS by United Community during 2024 amount to less than one-tenth of 1% of that firm’s total revenue and did not exceed established thresholds that are incompatible with Mr. Wilkins being considered independent under the rules of NYSE and applicable provisions of the Securities Exchange Act of 1934 (the “Exchange Act”). Mr. Wilkins performed no legal work for the Company and received no compensation related to the engagement.
Director Compensation
Director Compensation The Talent and Compensation Committee reviews and recommends to the Board the compensation of the Company’s nonemployee directors. In performing this role, the Talent and Compensation Committee regularly meets with and receives analysis and information (including peer data) from Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), its independent compensation consultant. The Board and the Talent and Compensation Committee believe that director compensation should attract and retain qualified directors and compensate them for the significant time commitment and substantial contributions they are expected to make in their capacities as directors and that the compensation should align the directors’ interests with the long-term interests of the Company’s shareholders. The compensation program for the Company’s nonemployee directors is a combination of cash and equity and is assessed and reviewed relative to peers at least annually. Directors of the Company and the Bank who are employees of the Company and/or the Bank receive no additional compensation for being a director of the Company or the Bank or for serving on a committee of the Board. Additionally, directors do not receive separate compensation for serving on the Bank’s Board. On an annual basis, the Talent and Compensation Committee selects, in conjunction with Aon, a benchmark group of publicly-traded financial institutions to use in assessing the compensation of United Community’s executives and nonemployee directors. The peer group is used by our Talent and Compensation Committee to ensure that United Community’s compensation programs offer competitive compensation potential and reflect best practices in compensation program design. See Executive Compensation: Compensation Discussion and Analysis for additional information regarding our compensation philosophy and objectives and the role of our Talent and Compensation Committee as well as our independent compensation consultant. During the third quarter of 2023, the Talent and Compensation Committee reviewed a director compensation analysis prepared by Aon of the Company’s director compensation compared to director compensation for 2022 for the benchmark group of publicly-traded financial institutions used in assessing the compensation of United Community’s executives and nonemployee directors. See Executive Compensation: Compensation Discussion and Analysis: 2024 Executive Compensation Process for additional information regarding the benchmark group. The Talent and Compensation Committee’s review resulted in its recommending to the Board the same compensation structure and amounts for 2024 Board compensation as had been in place for 2023. The chairs of each committee receive the member fee in addition to the fee for being the chair. The Lead Director receives the directorship fee in addition to the fee for being Lead Director. The following table summarizes the components of annual director compensation effective January 1, 2024.
Director Compensation
| | Effective as of January 1, 2024 | | Cash Compensation - Board Membership | | | Directorship | $50,000 | | Lead Director | 25,000 | | Cash Compensation - Board Committee Membership | | | Audit - Chair | $15,000 | | Audit - Member | 10,000 | | Risk - Chair | 12,500 | | Risk - Member | 10,000 | | Nominating and Corporate Governance - Chair | 10,000 | | Nominating and Corporate Governance - Member | 7,500 | | Talent and Compensation - Chair | 10,000 | | Talent and Compensation - Member | 7,500 | | Executive - Member | 7,500 | | Equity Compensation - Board Membership | | | Directorship | $65,000 |
Director Compensation
During the third quarter of 2024, the Talent and Compensation Committee reviewed a director compensation analysis prepared by Aon of the Company’s director compensation compared to director compensation for 2023 for the benchmark group of publicly-traded financial institutions used in assessing the compensation of United Community’s executives and nonemployee directors. In this analysis, Aon and the Talent and Compensation Committee made no changes to the peer group used in its assessment of and review of director compensation performed in 2023. The Talent and Compensation Committee’s review resulted in its recommending to the Board changes to the compensation amounts for Board compensation effective September 1, 2024 to preserve the positioning of the directors’ compensation closer to the 50th percentile of the peer group. The chairs of each committee receive the member fee in addition to the fee for being the chair. The Lead Director receives the directorship fee in addition to the fee for being Lead Director. The following table summarizes the components of annual director compensation effective September 1, 2024. The increase in director equity compensation was approved to be effective for equity compensation awards granted after September 1, 2024.
Director Compensation
| | Effective as of September 1, 2024 | | Cash Compensation - Board Membership | | | Directorship | $60,000 | | Lead Director | 35,000 | | Cash Compensation - Board Committee Membership | | | Audit - Chair | $20,000 | | Audit - Member | 12,500 | | Risk - Chair | 20,000 | | Risk - Member | 12,500 | | Nominating and Corporate Governance - Chair | 15,000 | | Nominating and Corporate Governance - Member | 8,750 | | Talent and Compensation - Chair | 15,000 | | Talent and Compensation - Member | 8,750 | | Executive - Member | 8,750 | | Equity Compensation - Board Membership | | | Directorship | $75,000 |
Director Compensation
The following table summarizes the compensation earned by or paid to each person who served as a nonemployee member of our Board of Directors during all or any part of 2024. Certain columns specified for this table by Item 402(k) of Regulation S-K have been omitted because they were not applicable.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($)(3) | | Jennifer M. Bazante | $69,166 | $65,006 | $134,172 | | George B. Bell | 75,001 | 65,006 | 140,007 | | James P. Clements | 69,166 | 65,006 | 134,172 | | Kenneth L. Daniels | 101,668 | 65,006 | 166,674 | | Sally P. Davis(4) | 20,000 | 43,349 | 63,349 | | Lance F. Drummond | 91,667 | 65,006 | 156,673 | | John M. James | 70,001 | 65,006 | 135,007 | | Jennifer K. Mann | 80,833 | 65,006 | 145,839 | | Thomas A. Richlovsky | 113,334 | 65,006 | 178,340 | | David C. Shaver | 96,667 | 65,006 | 161,673 | | Tim R. Wallis | 62,500 | 65,006 | 127,506 | | Amb. David H. Wilkins | 64,167 | 65,006 | 129,173 |
Director Compensation
| (1) The annual cash retainer fees may be deferred pursuant to United Community’s Deferred Compensation Plan. Ms. Bazante elected to defer her 2024 annual director cash compensation. | | (2) With the exception of Ms. Davis, this represents the grant date fair value of time-based restricted stock units awarded on May 15, 2024 (2,413 underlying shares valued at $26.94 per share, the price of United Community’s common stock on that date) computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Ms. Davis’ award was prorated based on her appointment to the Board on September 4, 2024 and represents the grant date fair value of time-based restricted stock units awarded on September 4, 2024 (1,464 underlying shares valued at $29.61 per share, the price of United Community’s common stock on that date) computed in accordance with FASB ASC Topic 718. All director 2024 time-based restricted stock unit awards were outstanding as of December 31, 2024. See Note 16 of our annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, for information regarding assumptions made in the valuation of these awards. These awards are granted annually on the date directors are elected at the annual meeting and vest the day before the following year’s annual meeting. | | (3) We also reimburse directors for certain fees and expenses incurred in connection with continuing education activities and for travel and expenses related to United Community business. On occasion, a director may be accompanied by his or her spouse on a business-related trip or flight. Any incremental cost attributable to the director’s spouse is de minimis and, accordingly, we do not allocate incremental cost to the director for his or her spouse’s use of our aircraft when accompanying the director on a business trip, and we do not pay any other expenses for the spouse’s benefit. | | (4) Ms. Davis’ 2024 director compensation was prorated based on her appointment to the Board on September 4, 2024. |
Compensation Philosophy and Objectives
| Performance-Based Framework | We believe that shareholder value is enhanced over the long-term based on consistent and sound growth, and we believe that the performance-based component of our executive officers’ compensation program incents the achievement of these longer-term growth objectives. This pay-for-performance philosophy is intended to result in reduced compensation for performance below the Talent and Compensation Committee’s expectations and increased compensation for performance that exceeds expectations. |
Compensation Philosophy and Objectives
| Peer-Based Approach | We incorporate a peer-based approach in our executive compensation program to align compensation with performance. Competitive compensation data from peer companies is used as a reference point for making decisions about overall executive compensation and specific compensation components. We consider the reasonable range of the median of total compensation of comparable positions within comparable peer companies, while accounting for distinct circumstances not reflected in the market data such as unique job descriptions and the impact that a particular officer may have on our ability to meet business objectives. Peer relative performance metrics are utilized in the performance-based equity incentive awards granted to our executive officers. |
Compensation Philosophy and Objectives
| Short-Term / Long-Term Balance | We balance our executive compensation program between short-term and long-term components. Considering competitive compensation data from peer companies, we set base salaries to reflect the responsibilities, experience, performance and contributions of the executive officers while maintaining an appropriate balance between base salary and incentive compensation. Our Talent and Compensation Committee believes that granting long-term equity incentive awards to our executive officers provides a competitive incentive opportunity, links executive compensation with long-term performance and strengthens the alignment of executive compensation with shareholder value creation. |
Compensation Philosophy and Objectives
| Double Trigger Change-in-Control Provisions | Our change-in-control continuity agreements require both a change in control and termination of employment without “cause” or for “good reason” for an executive to be entitled to severance payments. In addition, our long-term equity incentive awards for executive officers include similar double-trigger vesting provisions. |
Compensation Philosophy and Objectives
| Compensation Risk Considerations | Performance metrics for both short-term and long-term incentives are utilized, and maximum payout potential is set for both short-term and long-term incentive opportunities reducing the risk that strategies or transactions may be executed outside the Company’s overall risk tolerance. The Company’s Compensation Department performs a risk analysis annually on all Company incentive plans and provides this analysis to the Talent and Compensation Committee for its review. |
Executive Compensation Process
| • | The fees paid by United Community to the compensation consultant represent an insignificant portion of the consultant’s total revenues; |
Executive Compensation Process
| • | Value of the executive officer’s unique skills and capabilities to support our long-term performance; |
Executive Compensation Process
| • | Peer group compensation data. |
Executive Compensation Process
| • | Value of the executive officer’s unique skills and capabilities to support our long-term performance; |
Executive Compensation Process
| • | Company performance compared to the performance of peer group companies and |
Executive Compensation Process
| • | Peer group compensation data. |
Executive Compensation Process
During the third quarter of 2023, with the assistance of Aon, the Talent and Compensation Committee, selected a benchmark group of publicly-traded financial institutions and reviewed benchmarking data for the purposes of setting 2024 compensation for our executive officers. This peer group was based on institutions with comparable assets, recent asset growth, commercial loan concentrations, number of branches and location of operations. The 2023 benchmark group of publicly-traded financial institutions selected to guide 2024 compensation decisions (the “2024 Compensation Peer Group”) included:
Executive Compensation Process
The 2023 benchmark group of publicly-traded financial institutions for purposes of setting 2024 compensation was unchanged from the 2022 benchmark group selected for purposes of setting 2023 compensation for our executive officers. When determining compensation for our executive officers, the Talent and Compensation Committee considers the median range of total compensation and components of compensation for the comparable roles within the peer group companies. The Talent and Compensation Committee also considers the balance of cash and equity compensation and short-term and long-term compensation of comparable roles within the peer group companies. Although the Talent and Compensation Committee does not have a policy or target for the allocation of compensation between cash and equity compensation or short-term and long-term compensation as compared to the peer group companies, the Talent and Compensation Committee considers whether total compensation and the mix of compensation of each of our executive officers is within a reasonable range of median compensation for comparable positions at the peer group companies. The Talent and Compensation Committee’s review resulted in its recommending to the Board changes in base salaries for executive officers as well as changes in targets for annual cash and long-term equity incentive compensation for some executive officers effective January 1, 2024. Consistent with the previous year’s compensation process, during the third quarter of 2024, with the assistance of Aon, the Talent and Compensation Committee, selected a benchmark group of publicly-traded financial institutions and reviewed benchmarking data for purposes of setting 2025 compensation for our executive officers. The 2024 benchmark group of publicly-traded financial institutions for purposes of setting 2025 compensation was unchanged from the 2023 benchmark group selected for purposes of setting 2024 compensation for our executive officers. The resulting benchmarking data reflected that our positioning relative to the median range of total compensation and the mix of compensation for the comparable roles within peer group companies lagged the peer market median as compared with our positioning at the time we initially set 2024 compensation (in 2023). The Talent and Compensation Committee’s review resulted in its recommending to the Board changes in base salaries for executive officers as well as changes in targets for annual cash and long-term equity incentive compensation for some executive officers effective September 1, 2024.
2024 Executive Compensation Components
| • | Annual Cash Incentive Awards: Provides the executive officer short-term performance-based compensation based on predetermined performance criteria. |
2024 Executive Compensation Components
| • | Long-term Equity Incentive Awards: Provides the executive officer long-term time-based and performance-based compensation in the form of restricted stock units. |
2024 Executive Compensation Components
Annual Cash Incentive Awards The Talent and Compensation Committee believes that a significant portion of executive compensation should be linked directly to the achievement of specified financial and nonfinancial objectives. Our Management Incentive Plan is a pay-for-performance plan that governs the amount of cash incentive compensation we award annually to our executive officers. Under the Management Incentive Plan, the Talent and Compensation Committee determines eligibility, the threshold, target and maximum payout potential and the corporate performance criteria and qualitative measures used to determine awards. Those measures are generally based on annual corporate and financial performance goals established at threshold, target and maximum levels based on our strategic and operating objectives. At the end of each year, the actual performance for each of the criteria is measured separately against target level. Corporate performance that meets the target level results in a 100% payout. Awards are prorated for actual performance results between levels (e.g., between threshold, target and maximum). The Talent and Compensation Committee has discretion to modify awards under the Management Incentive Plan. In order to qualify for an annual cash incentive award, individual performance must also meet expectations of the CEO, the Talent and Compensation Committee and the Board. The CEO evaluates and reports to the Talent and Compensation Committee on the performance of each of the other executive officers, which includes our NEOs, in each case versus previously established goals. The Talent and Compensation Committee also has input into each of our executive officer’s performance evaluations. The Talent and Compensation Committee evaluates the performance of the CEO primarily based on Company performance relative to the strategic plan and annual business plan. The Talent and Compensation Committee set and approved the following six performance criteria as well as the assigned weight for each criterion, the threshold, target and maximum performance level for each criterion relative to 2024 annual cash incentive awards. The performance criteria, the assigned weight for each criterion, and the threshold, target and maximum performance payout potential for each criterion relative to 2024 annual cash incentive awards and performance period were unchanged from those of the 2023 annual cash incentive awards.
2024 Executive Compensation Components
| Name | Threshold Payout Potential (as % of Base Salary) | Threshold Payout Potential | Target Payout Potential (as % of Base Salary) | Target Payout Potential | Maximum Payout Potential (as % of Base Salary) | Maximum Payout Potential | | H. Lynn Harton | 62.5% | $703,125 | 125.0% | $1,406,250 | 187.5% | $2,109,375 | | Jefferson L. Harralson | 40.0 | 220,000 | 80.0 | 440,000 | 120.0 | 660,000 | | Richard W. Bradshaw | 50.0 | 337,500 | 100.0 | 675,000 | 150.0 | 1,012,500 | | Melinda Davis Lux | 40.0 | 220,000 | 80.0 | 440,000 | 120.0 | 660,000 | | Robert A. Edwards | 30.0 | 150,000 | 60.0 | 300,000 | 90.0 | 450,000 |
2024 Executive Compensation Components
Award payouts for performance within threshold, target and maximum payout levels are interpolated. Awards payouts are subject to forfeiture if the applicable minimum performance thresholds are not achieved. As a result of applicable 2024 performance, the Talent and Compensation Committee determined that a 2024 annual cash incentive award payout of 109.88% of target was achieved as calculated below:
2024 Executive Compensation Components
The following table summarizes each NEO’s 2024 annual cash incentive award payout potential and actual payout based on the Talent and Compensation Committee’s approval of a 2024 annual cash incentive award payout of 109.88% of target.
2024 Executive Compensation Components
| Name | Target Payout Potential (as % of Base Salary) | Target Payout Potential | 2024 Actual Payout (109.88% of Target) | 2024 Actual Payout (as % of Base Salary) | | H. Lynn Harton | 125.0% | $1,406,250 | $1,545,177 | 137.3% | | Jefferson L. Harralson | 80.0 | 440,000 | 483,469 | 87.9 | | Richard W. Bradshaw | 100.0 | 675,000 | 741,685 | 109.9 | | Melinda Davis Lux | 80.0 | 440,000 | 483,469 | 87.9 | | Robert A. Edwards | 60.0 | 300,000 | 329,638 | 65.9 |
2024 Executive Compensation Components
| | | Time -Based (40%) | Performance-Based (60%) | | Total (100%) | | | Name | Target (as % of Base Salary) | Target Vesting Potential | Target Vesting Potential | Maximum Vesting Potential | Target Vesting Potential | Maximum Vesting Potential | | H. Lynn Harton | 200% | $865,208 | $1,284,750 | $2,408,906 | $2,149,958 | $3,274,114 | | Jefferson L. Harralson | 100 | 212,012 | 314,793 | 590,243 | 526,805 | 802,255 | | Richard W. Bradshaw | 100 | 250,012 | 371,236 | 696,078 | 621,248 | 946,090 | | Melinda Davis Lux | 100 | 190,000 | 282,160 | 529,060 | 472,160 | 719,060 | | Robert A. Edwards | 75 | 139,495 | 207,159 | 388,423 | 346,654 | 527,918 |
Employment and Related Agreements
Employment and Related Agreements Each of our NEOs is a party to a change-in-control continuity agreement (“Change-in-Control Continuity Agreement”), which provides severance payments and benefits to key executives the Talent and Compensation Committee determined to be most likely to be affected by a change in control in the Company. We then entered into a Change-in-Control Continuity Agreement with each of our NEOs. In addition, to ensure the continued services and commitment of H. Lynn Harton, our CEO, the Talent and Compensation Committee approved, and we entered into, an employment agreement with Mr. Harton (the “Harton Employment Agreement”). Upon a change in control of the Company, Mr. Harton’s Change-in-Control Continuity Agreement will supersede the Harton Employment Agreement. On February 10, 2025, to ensure the continued services and commitment of Richard W. Bradshaw, our Chief Banking Officer, the Talent and Compensation Committee approved, and we entered into, an employment agreement with Mr. Bradshaw (the “Bradshaw Employment Agreement”). Upon a change in control of the Company, Mr. Bradshaw’s Change-in-Control Continuity Agreement will supersede the Bradshaw Employment Agreement. These agreements promote executive continuity, aid in retention, and, in return for granting the NEOs certain severance and other rights upon a termination of employment, secure valuable protections for the Company, including noncompete, nonsolicitation and confidentiality obligations. We believe that reasonable severance benefits are appropriate to protect the NEOs against circumstances over which they do not have control and as consideration for the promises of nondisclosure, noncompetition, nonsolicitation and noninterference. A change in control, by itself (“single trigger”), does not trigger any severance provision applicable to our NEOs under the agreements. Change-in-Control Continuity Agreements Each Change-in-Control Continuity Agreement provides for an initial three-year term that will renew automatically for an additional year commencing on the first anniversary of the effective date and each annual anniversary thereafter unless notice of nonrenewal is provided. The payments and benefits provided under the Change-in-Control Continuity Agreements are “double trigger” and are not payable upon a termination of a NEO’s employment for “cause” or a resignation by a NEO without “good reason” or any termination of a NEO’s employment prior to a change in control of the Company. Defined terms referenced in this description of the Change-in-Control Continuity Agreements have the meanings given to them in those agreements. The severance protections under the Change-in-Control Continuity Agreements become effective on a change in control of the Company and remain in effect for a two-year period (the “Protected Period”) thereafter. During the Protected Period, the NEO generally would be entitled to compensation and benefits consistent with those applicable during the twelve-month period before the change in control. If, during the Protected Period, the NEO’s employment is terminated by the Company without “cause” (other than by reason of his or her death or disability) or the NEO terminates his or her employment with “good reason,” the NEO would be entitled to receive the following amounts and benefits, subject to the NEO’s execution and nonrevocation of a release of claims against the Company and its affiliates:
Employment and Related Agreements
| • | An amount equal to (a) the “severance multiple” (three (3) for Mr. Harton and two (2) for all other NEOs) (the “Severance Multiple”) multiplied by (b) the sum of: (1) the NEO’s annual base salary then in effect; and (2) the average annual bonus in respect of the three years before the change in control (or, if higher, the applicable target annual bonus opportunity then in effect); |
Employment and Related Agreements
| • | A pro rata bonus amount for the year in which the date of termination occurs based on the NEO’s target annual bonus opportunity, or if higher, the annual bonus earned based on the level of performance determined in connection with the change in control or thereafter for such year (the “Prorated Bonus”); |
Employment and Related Agreements
| • | An amount equal to (a) the Severance Multiple, multiplied by (b) the employer contributions under our qualified and nonqualified defined contribution plans, assuming the NEO is fully vested and his or her compensation is that applicable under the Change-in-Control Continuity Agreement; |
Employment and Related Agreements
| • | An amount equal to (a) the number of months corresponding to the Severance Multiple (36 for Mr. Harton and 24 for each other NEO) multiplied by (b) the sum of the monthly Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium for our group health care plans and the monthly premium for life insurance coverage on a conversion basis, based on the plans and at the levels of coverage applicable to the NEO before the date of termination, or if more favorable, the change in control; |
Employment and Related Agreements
| • | An amount equal to the Severance Multiple multiplied by the sum of annual club dues and car allowance, if any, provided to the NEO before the change in control or thereafter; and |
Employment and Related Agreements
If the NEO’s employment is terminated during the Protected Period due to death or disability, the NEO would not be entitled to the benefits described above but would instead be entitled to receive the Prorated Bonus and death or disability benefits, as applicable, equal to those provided before the change in control (or, if more favorable, in effect on the date of death or disability). The payments and benefits under the Change-in-Control Continuity Agreements will be reduced to the extent that they would be subject to an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, unless the NEO would be better off on an after-tax basis receiving all such payments and benefits and paying his or her own excise tax. The Change-in-Control Continuity Agreements do not provide for an excise tax gross up. The Change-in-Control Continuity Agreements contain restrictive covenants that provide for (a) perpetual confidentiality and (b) restrictions on interfering with our customers and employees and competing with our business, in each case while employed and for one year thereafter. Following a change in control, the covenants in the Change-in-Control Continuity Agreements will be the sole covenants applicable to a NEO and, with respect to any equity award agreements between the Company and the NEO, the restrictive covenants provided under the Change-in-Control Continuity Agreements will replace and supersede the restrictive covenants in any equity award agreements. Harton Employment Agreement Under the terms of the Harton Employment Agreement, Mr. Harton will continue to serve as our CEO, President, and Chairman of the Board as well as CEO and Chairman of the Board of the Bank. The Harton Employment Agreement has a three-year term that began February 14, 2023 and extends automatically for an additional year commencing on the first anniversary of the effective date and each annual anniversary thereafter so as to terminate three years from such extension date, unless notice of nonrenewal is provided. As previously noted, Mr. Harton’s Change-in-Control Continuity Agreement will supersede the Harton Employment Agreement upon a change in control of the Company. Under the terms of the Harton Employment Agreement, Mr. Harton’s base salary shall not be less than $1,050,000, his annual cash incentive opportunity at target shall be not less than 100% of base salary (the “Target Incentive Award Opportunity”) and his annual long-term equity incentive award opportunity shall have a grant date fair value of not less than 200% of base salary, with the annual cash incentive award and long-term equity incentive awards to be determined by the Talent and Compensation Committee pursuant to the terms of the applicable plans and on a basis and with terms consistent with those of our other executive officers. Mr. Harton’s future long-term equity incentive awards will include vesting or continued vesting provisions that would apply upon his retirement on or after age 67. Upon a termination of Mr. Harton’s employment without “cause” (other than by reason of his death or disability) or by Mr. Harton for “good reason” (as such terms are defined in the Harton Employment Agreement), Mr. Harton would be entitled to receive the following amounts and benefits, subject to his execution and nonrevocation of a release of claims against the Company and its affiliates:
Employment and Related Agreements
| • | A pro rata annual cash incentive award for the year in which the termination occurs based on the level of achievement of the applicable performance goals (the “Pro Rata Cash Incentive”); |
Employment and Related Agreements
| • | An amount equal to 2.5 multiplied by the sum of Mr. Harton’s base salary and Target Incentive Award Opportunity; and |
Employment and Related Agreements
| • | A pro rata annual cash incentive award for the year in which the termination occurs based on the level of achievement of the applicable performance goals (the “Pro Rata Cash Incentive”); |
Employment and Related Agreements
| • | An amount equal to 1.5 multiplied by the sum of Mr. Bradshaw’s base salary and Target Incentive Award Opportunity; and |
Deductibility of Executive Compensation
Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the U.S. federal income tax deduction that United Community is entitled to for compensation paid to our Chief Executive Officer, Chief Financial Officer and certain other highly compensated executive officers (including, among others, our next three other most highly compensated executive officers as of the end of the calendar year); the maximum U.S. federal income tax deduction that United Community may receive for annual compensation paid to any officer covered by Code Section 162(m) is $1,000,000 per officer. To the extent that the aggregate amount of any covered officer’s salary, bonus, amounts realized from option exercises and vesting of restricted stock units or other equity awards and certain other compensation amounts that are recognized as taxable income by the officer exceeds $1,000,000 in any year, we are not entitled to a U.S. federal income tax deduction for the amount over $1,000,000 in that year. Although the Talent and Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our executive officers, it continues to view the tax deductibility of executive compensation as one of many factors to be considered in the context of its overall compensation philosophy. Accordingly, the Talent and Compensation Committee reserves the right to approve compensation that may not be deductible in situations it deems appropriate.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation paid to our NEOs during the past three years. Certain columns specified for this table by Item 402(c) of Regulation S-K have been omitted because they were not applicable.
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | H. Lynn Harton President & Chief Executive Officer | 2024 | $1,103,250 | $2,149,958 | $1,545,177 | $ - | $120,863 | $4,919,248 | | | 2023 | 1,050,000 | 2,091,698 | 486,000 | 34,711 | 78,061 | 3,740,470 | | | 2022 | 1,000,000 | - | 1,450,500 | - | 87,880 | 2,538,380 | | Jefferson L. Harralson Executive Vice President Chief Financial Officer | 2024 | 540,000 | 526,805 | 483,469 | 47,414 | 57,692 | 1,655,380 | | | 2023 | 515,000 | 512,964 | 178,778 | 103,304 | 61,243 | 1,371,289 | | | 2022 | 515,000 | - | 485,555 | - | 48,146 | 1,048,701 | | Richard W. Bradshaw Executive Vice President Chief Banking Officer | 2024 | 650,000 | 621,248 | 741,685 | 66,775 | 69,175 | 2,148,883 | | | 2023 | 600,000 | 597,623 | 208,286 | 143,094 | 54,659 | 1,603,662 | | | 2022 | 525,000 | - | 494,983 | - | 46,722 | 1,066,705 | | Melinda Davis Lux Executive Vice President Chief Administrative Officer & General Counsel | 2024 | 512,500 | 472,160 | 483,469 | -(7) | 39,844 | 1,507,973 | | | 2023 | 450,000 | 336,169 | 124,972 | -(7) | 35,474 | 946,615 | | | 2022 | 400,000 | - | 319,110 | -(7) | 23,917 | 743,027 | | Robert A. Edwards Executive Vice President Chief Risk Officer | 2024 | 482,500 | 346,654 | 329,638 | 42,678 | 35,760 | 1,237,230 | | | 2023 | 450,000 | 336,169 | 124,972 | 109,927 | 34,806 | 1,055,874 | | | 2022 | 425,000 | - | 369,878 | - | 34,322 | 829,200 |
Summary Compensation Table
| (1) Reflects current principal positions. | | (2) Includes any amounts voluntarily deferred under our Deferred Compensation Plan. See Nonqualified Deferred Compensation. | | (3) The amounts reported represent the aggregate grant date fair value of restricted stock units awarded in each fiscal year for which compensation is required to be reported in the table for each NEO, in each case computed in accordance with FASB ASC Topic 718. See Note 16 of our annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, for a discussion of valuation assumptions. The PRSUs awarded in each fiscal year for which compensation is required to be reported in the table for each NEO are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the stock awards at the grant date assuming that the highest level of performance conditions will be achieved related to performance-based awards are as follows for each fiscal year required to be reported for each applicable NEO: |
Summary Compensation Table
| Year | H. Lynn Harton ($) | Jefferson L. Harralson ($) | Richard W. Bradshaw ($) | Melinda Davis Lux ($) | Robert A. Edwards ($) | | 2024 | $3,274,114 | $802,255 | $946,090 | $719,060 | $527,918 | | 2023 | 3,370,662 | 826,617 | 963,046 | 541,729 | 541,729 | | 2022 | - | - | - | - | - |
Summary Compensation Table
In 2022, in an effort to better align the timing of the grants of annual long-term equity incentive awards to our executive officers with annual compensation discussions, we changed the timing of those grants from September (as had generally been the case historically) to January. As a result, no long-term equity incentive awards were granted to executive officers in calendar year 2022.
Summary Compensation Table
| (4) Represents amount awarded under our Management Incentive Plan. See Compensation Discussion and Analysis: 2024 Executive Compensation Components: Annual Cash Incentive Awards for additional information regarding amounts earned in 2024. |
Summary Compensation Table
| (5) Represents the change in the actuarial present value of the NEO’s accumulated benefits under the Modified Retirement Plan. For this purpose, in accordance with SEC rules, the present value was determined assuming no preretirement death, disability or termination and that benefits commence at the later of current age or the earliest age at which unreduced benefits are available. Other assumptions are those applicable for valuing pension benefits for purposes of our financial statements, including a discount rate of 5.60% and postretirement mortality rates based on aggregate 2012 base rates from the PRI-2012 mortality study, with white collar adjustment projected generationally using Scale MP-2021. See Compensation Discussion and Analysis: 2024 Executive Compensation Components: Retirement and Other Benefits and Pension Benefits for additional information. The following negative 2024 amounts are excluded from being reported in this column: Harton ($261,384). The following negative 2022 amounts are excluded from being reported in this column: Harton ($1,118,870); Harralson ($66,247); Bradshaw ($121,510) and Edwards ($111,043). The 2024 change in actuarial present value reflects an additional year of service rendered by participants, age increases reflecting that each participant is one year closer to retirement and changes in key actuarial assumptions, principally, discount rate assumptions and mortality assumptions. Our Deferred Compensation Plan does not credit above-market or preferential earnings. |
Summary Compensation Table
| (6) The following table summarizes the amount reported in the All Other Compensation column for 2024. |
Summary Compensation Table
| Name | Auto Allowance ($) | Club Membership Dues ($) | Employer Contributions to the Deferred Compensation Plan ($) | Employer Contributions to the 401(k) Plan ($) | Total ($) | | H. Lynn Harton | $15,000 | $51,154 | $37,459 | $17,250 | $120,863 | | Jefferson L. Harralson | 15,000 | 15,900 | 9,542 | 17,250 | 57,692 | | Richard W. Bradshaw | 15,000 | 22,196 | 14,729 | 17,250 | 69,175 | | Melinda Davis Lux | 15,000 | - | 7,594 | 17,250 | 39,844 | | Robert A. Edwards | 12,000 | - | 6,510 | 17,250 | 35,760 |
Summary Compensation Table
| On occasion, a NEO may be accompanied by his or her spouse on a business-related flight. Any incremental cost attributable to the executive’s spouse is de minimis and, accordingly, we do not allocate any incremental cost to the NEO for his or her spouse’s use of our aircraft when accompanying his/her spouse on a business trip, and we do not pay any other expenses for the spouse’s benefit. | | (7) Beginning in 2020, the Board determined that it will not offer participation in the Modified Retirement Plan to any employee of United Community who was not already a participant. As a result, Ms. Davis Lux was not offered participation in the Modified Retirement Plan upon employment. |
Grant of Plan-Based Awards
Grant of Plan-Based Awards The following table summarizes each NEO’s 2024 cash incentive opportunity under Estimated Future Payouts Under Cash Incentive Plan Awards. Actual annual cash incentives earned in 2024 are shown in the Summary Compensation Table. See Compensation Discussion and Analysis: 2024 Executive Compensation Components: Annual Cash Incentive Awards for additional information. The following table also summarizes each NEO’s equity incentives granted during 2024. Awards summarized under Estimated Future Payouts Under Equity Incentive Plan Awards include the threshold, target and maximum number of performance-based restricted stock units (“PRSUs”) which could be earned by each NEO based upon the level of achievement of the applicable performance criteria. The awards listed under All Other Stock Awards include time-based restricted stock units (“TRSUs”) that vest over time based upon the applicable NEO’s continued employment with United Community. See Compensation Discussion and Analysis: 2024 Executive Compensation Components: Long-Term Equity Incentive Awards for additional information. Certain columns specified for this table by Item 402(d) of Regulation S-K have been omitted because they were not applicable.
Grant of Plan-Based Awards
| | | Estimated Future Payouts Under Cash Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares of Stock or Units (#)(2) | Awards ($)(3) | | H. Lynn Harton | | $703,125 | $1,406,250 | $2,109,375 | | | | | | | | 1/4/2024 | | | | 16,875 | 45,000 | 84,375 | | $1,284,750 | | | 1/4/2024 | | | | | | | 30,305 | 865,208 | | Jefferson L. Harralson | | 220,000 | 440,000 | 660,000 | | | | | | | | 1/4/2024 | | | | 4,135 | 11,026 | 20,674 | | 314,793 | | | 1/4/2024 | | | | | | | 7,426 | 212,012 | | Richard W. Bradshaw | | 337,500 | 675,000 | 1,012,500 | | | | | | | | 1/4/2024 | | | | 4,876 | 13,003 | 24,381 | | 371,236 | | | 1/4/2024 | | | | | | | 8,757 | 250,012 | | Melinda Davis Lux | | 220,000 | 440,000 | 660,000 | | | | | | | | 1/4/2024 | | | | 3,706 | 9,883 | 18,531 | | 282,160 | | | 1/4/2024 | | | | | | | 6,655 | 190,000 | | Robert A. Edwards | | 150,000 | 300,000 | 450,000 | | | | | | | | 1/4/2024 | | | | 2,721 | 7,256 | 13,605 | | 207,159 | | | 1/4/2024 | | | | | | | 4,886 | 139,495 |
Grant of Plan-Based Awards
| (1) Represents the awards of PRSUs that are subject to the achievement of performance conditions in four equal installments with 25% vesting on February 15 of each of the following years: 2025, 2026, 2027 and 2028 based on achievement of the prior year’s performance. | | (2) Represents the number of TRSUs that will vest in four equal installments with 25% vesting on February 15 of each of the following years: 2025, 2026, 2027 and 2028, assuming the executives remain employed with us, subject to certain exceptions. | | (3) This amount represents the aggregate grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. The grant date fair value of the PRSUs that were issued on January 4, 2024 was estimated at the target performance level. See Note 16 of our annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, for a discussion of valuation assumptions. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth, for each NEO, the number and value of unvested restricted stock unit awards as of December 31, 2024. No NEOs had any stock options exercisable or unexercisable as of December 31, 2024. See Compensation Discussion and Analysis: 2024 Executive Compensation Components: Long-Term Equity Incentive Awards for additional information regarding our equity awards. Certain columns specified for this table by Item 402(f) of Regulation S-K have been omitted because they were not applicable.
Outstanding Equity Awards at Fiscal Year-End
| | | Stock Awards | | | | | | | | | Equity Incentive Plan Awards | | | Name | Grant Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)1 | Number of Unearned Shares, Units or Other Rights that have not Vested (#)2 | Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)1 | | H. Lynn Harton | 9/1/2020 | 4,626(3) | $149,466 | - | $ - | | | 9/1/2021 | 5,243(4) | 169,401 | 5,308(6) | 171,501 | | | 1/5/2023 | 20,090(5) | 649,108 | 21,900(6) | 707,589 | | | 1/4/2024 | 36,397(5) | 1,175,987 | 33,750(6) | 1,090,463 | | Jefferson L. Harralson | 9/1/2020 | 1,755(3) | 56,704 | - | - | | | 9/1/2021 | 1,706(4) | 55,121 | 1,727(6) | 55,799 | | | 1/5/2023 | 4,926(5) | 159,159 | 5,370(6) | 173,505 | | | 1/4/2024 | 8,919(5) | 288,173 | 8,269(6) | 267,171 | | Richard W. Bradshaw | 9/1/2020 | 1,379(3) | 44,555 | - | - | | | 9/1/2021 | 1,706(4) | 55,121 | 1,727(6) | 55,799 | | | 1/5/2023 | 5,740(5) | 185,459 | 6,257(6) | 202,164 | | | 1/4/2024 | 10,517(5) | 339,804 | 9,752(6) | 315,087 | | Melinda Davis Lux | 9/1/2020 | 1,164(3) | 37,609 | - | - | | | 9/1/2021 | 1,405(4) | 45,396 | 1,422(6) | 45,945 | | | 1/5/2023 | 3,228(5) | 104,297 | 3,520(6) | 113,731 | | | 1/4/2024 | 7,993(5) | 258,254 | 7,412(6) | 239,482 | | Robert A. Edwards | 9/1/2020 | 1,379(3) | 44,555 | - | - | | | 9/1/2021 | 1,606(4) | 51,890 | 1,625(6) | 52,504 | | | 1/5/2023 | 3,228(5) | 104,297 | 3,520(6) | 113,731 | | | 1/4/2024 | 5,868(5) | 189,595 | 5,442(6) | 175,831 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Computed by multiplying the number of units by the closing market price of one share of our common stock on December 31, 2024 as reported by the New York Stock Exchange. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents PRSUs that are subject to the achievement of pre-established performance targets and the NEO’s continued service through the vesting date. Any PRSUs that vest will be converted to shares of our common stock on a one-for-one basis. PRSUs that do not vest will be forfeited. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Includes the unvested portion of PRSUs relative to the 2024 performance period which were earned as of December 31, 2024 and vested on February 15, 2025. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group of companies as adjusted by the total shareholder return modifier. Relative to the 2024 performance period, PRSUs were earned (and are included) at 0.62x the number of units granted. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Includes the unvested portion of TRSUs with a vesting schedule of 25% per year on each of the first four anniversaries of the grant date (with the exception of the first vesting date which may have been advanced one quarter to comply with Section 409A of the Code) as well as a portion of the PRSUs relative to the 2024 performance period which were earned as of December 31, 2024 and vested on February 15, 2025. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group of companies as adjusted by the total shareholder return modifier. Relative to the 2024 performance period, PRSUs were earned (and are included) at 0.56x the number of units granted. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Includes the unvested portion of TRSUs with a vesting schedule of 25% per year on each of the first four anniversaries of the grant date as well as a portion of the PRSUs relative to the 2024 performance period which were earned as of December 31, 2024 and vested on February 15, 2025. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group of companies as adjusted by the total shareholder return modifier. Relative to the 2024 performance period, PRSUs were earned (and are included) at 0.54x the number of units granted. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Includes a portion of PRSUs relative to future performance periods which were unearned as of December 31, 2024. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group of companies as adjusted by the total shareholder return modifier. The number of PRSUs reported in this column assumes achievement at the target level (1.0x the number of units granted) for the performance criteria. |
Stock Vested
Stock Vested The following table sets forth the value realized upon the vesting and settlement of restricted stock units for the NEOs during 2024. Certain columns specified for this table by Item 402(g) of Regulation S-K have been omitted because they were not applicable.
Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | H. Lynn Harton | 22,605 | $635,651 | | Jefferson L. Harralson | 6,378 | 177,983 | | Richard W. Bradshaw(2) | 6,748 | 189,999 | | Melinda Davis Lux(3) | 5,453 | 151,965 | | Robert A. Edwards | 5,238 | 148,197 |
Stock Vested
| (1) Represents the value realized by multiplying the number of restricted stock unit awards vesting by the closing price of United Community’s common stock on the date of vesting. |
Stock Vested
| (2) Mr. Bradshaw elected to defer 1,433 shares acquired on vesting with a realized value on vesting of $41,924. |
Stock Vested
| (3) Ms. Davis Lux elected to defer 2,112 shares acquired on vesting with a realized value on vesting of $59,064. |
Pension Benefits
Pension Benefits The following table presents select retirement benefit information for 2024 for each NEO. Certain columns specified for this table by Item 402(h) of Regulation S-K have been omitted because they were not applicable.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | | H. Lynn Harton | Modified Retirement Plan | 12.3 | $2,954,964 | | Jefferson L. Harralson | Modified Retirement Plan | 7.7 | 525,108 | | Richard W. Bradshaw | Modified Retirement Plan | 10.8 | 924,730 | | Melinda Davis Lux | Modified Retirement Plan | - | - | | Robert A. Edwards | Modified Retirement Plan | 9.9 | 654,183 |
Pension Benefits
See Compensation Discussion and Analysis: 2024 Executive Compensation Components: Retirement and Other Benefits for additional information. See Note 20 of our annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, for information regarding assumptions made in the valuation of these awards. Under the Modified Retirement Plan, any participant, including any of our eligible NEOs, is vested at age 55 if they have five years of service. Beginning in 2020, the Board determined that it will not offer participation in the Modified Retirement Plan to any employee of United Community who was not already a participant. As a result, Ms. Davis Lux was not offered participation in the Modified Retirement Plan upon employment. Upon a change in control prior to a participant’s termination of employment, a participant immediately vests in no less than (i) the participant’s annual target benefit if the participant has attained Normal Retirement Age (as defined by the Modified Retirement Plan) or (ii) the greater of the participant’s Early Retirement Benefit, if applicable, or his Accrued Benefit (as defined by the Modified Retirement Plan, without any reduction for commencement of the benefits before Normal Retirement Age), if the participant has not attained Normal Retirement Age but has qualified for an Early Retirement Benefit, if applicable or (iii) his Accrued Benefit (notwithstanding the Years of Service, as defined by the Modified Retirement Plan, at such time or whether the participant has incurred a disability). Benefits are payable as provided in the Modified Retirement Plan. The change-in-control benefit, however, is increased to the extent the participant continues employment and accrues additional benefits after the change in control. A participant’s change-in-control benefit is not reduced for any calendar year or partial calendar year that the commencement of the change-in-control benefit precedes the participant’s Normal Retirement Age. The change-in-control benefit is payable in the form of a life annuity unless the participant has elected an alternative payment method.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table presents select nonqualified deferred compensation information for 2024 for each NEO. Certain columns specified for this table by Item 402(i) of Regulation S-K have been omitted because they were not applicable.
Nonqualified Deferred Compensation
| Name | Executive Contributions in 2024 ($)(1) | Company Contributions in 2024 ($)(2) | Account Earnings in 2024 ($) | Aggregate Balance at December 31, 2024 ($) | | H. Lynn Harton | $24,210 | $37,459 | $499,707 | $4,211,566 | | Jefferson L. Harralson | - | 9,542 | 2,021 | 59,081 | | Richard W. Bradshaw | 42,418 | 14,792 | 62,433 | 538,391 | | Melinda Davis Lux | 57,815 | 7,594 | 51,378 | 401,634 | | Robert A. Edwards | - | 6,510 | 4,099 | 84,052 |
Nonqualified Deferred Compensation
| (1) Executive contributions, as applicable, include equity compensation, which is included in the Summary Compensation Table in the year granted but contributed to the Deferred Compensation Plan in the year vested. |
Nonqualified Deferred Compensation
| (2) All Company contributions are included in the Summary Compensation Table under the column heading All Other Compensation. |
Nonqualified Deferred Compensation
A participant becomes vested in his/her Company contributions in accordance with a vesting schedule based on the participant’s years of service. Based on current years of service, each named executive officer is vested 100% vested in his/her share of any Company contribution at the time such Company contribution is made to the Deferred Compensation Plan. Further, under the Deferred Compensation Plan, upon a change in control, a participant’s Company contribution account becomes fully vested but remains subject to the payment provisions and participant elections as to time and method of payment. See Compensation Discussion and Analysis: 2024 Executive Compensation Components: Retirement and Other Benefits for additional information.
Potential Payouts Upon Termination or Change of Control
Potential Payouts Upon Termination or Change of Control Our agreements with our NEOs and certain plans and programs in which those officers participate provide for benefits or payments upon certain employment termination or change-in-control events. We discuss these benefits and payments below except to the extent they are available generally to all salaried employees and do not discriminate in favor of our executive officers or to the extent already discussed previously under Pension Benefits and Nonqualified Deferred Compensation. The following table outlines the severance compensation payable to our NEOs, assuming separation from service on December 31, 2024, under various employment termination scenarios.
Potential Payouts Upon Termination or Change of Control
| Name | Retirement ($)(1)(2) | Termination by United Community for Cause or by Executive Without Good Reason ($)(2) | Termination by United Community Without Cause or by Executive for Good Reason Before Change in Control ($)(2)(3)(4) | Termination by United Community Without Cause or by Executive for Good Reason After Change in Control ($)2, 3, 5 | Termination Due to Death or Disability Before Change in Control ($)(2)(3)(6) | Termination Due to Death or Disability After Change in Control ($)(2)(3)(7) | | H. Lynn Harton | $ - | $ - | $10,557,632 | $13,754,801 | $3,741,819 | $4,836,467 | | Jefferson L. Harralson | - | - | 687,096 | 3,748,803 | 559,157 | 1,366,663 | | Richard W. Bradshaw | - | - | 768,841 | 4,892,468 | 624,940 | 1,738,578 | | Melinda Davis Lux | - | - | 501,047 | 3,494,126 | 445,555 | 1,282,237 | | Robert A. Edwards | - | - | 484,020 | 2,827,936 | 390,337 | 952,672 |
Potential Payouts Upon Termination or Change of Control
| (1) Although Messrs. Harton and Bradshaw will receive TRSUs, beginning in 2025, that vest upon retirement at age 67, there are no other benefits payable to Messrs. Harton or Bradshaw or to any of our other NEOs upon retirement, except as described under Pension Benefits and Nonqualified Deferred Compensation. |
Potential Payouts Upon Termination or Change of Control
| (2) In all cases of termination (including termination for “cause” and a resignation other than for “good reason”), a NEO also would receive: |
Potential Payouts Upon Termination or Change of Control
| a. | “Accrued obligations” consisting of: (i) annual base salary through the date of termination to the extent not theretofore paid; (ii) any incentive award earned for a prior fiscal year but not yet paid (or, if not determined, an incentive award determined on the same basis as other executive officers with any individual performance goals to be deemed achieved at not less than target); (iii) any accrued and unused paid time off to the extent not theretofore paid and (iv) any unreimbursed business expenses incurred prior to the date of termination; and |
Potential Payouts Upon Termination or Change of Control
| b. | “Other benefits” consisting of, to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which a NEO is eligible to receive through the date of termination in accordance with the terms of any of United’s plans, programs, policies, practices, contracts or agreements that do not discriminate in scope, terms or operation in favor of executive officers and are available generally to all salaried employees. |
Potential Payouts Upon Termination or Change of Control
This table does not include any amounts that might be attributable to “accrued obligations” or “other benefits.”
Potential Payouts Upon Termination or Change of Control
| (3) Stock Awards |
Potential Payouts Upon Termination or Change of Control
| a. | The value of all stock awards set forth in this table were determined based upon the closing price ($32.31) of United Community’s stock on the New York Stock Exchange on December 31, 2024. As stated in footnote 3 to the Summary Compensation Table on page 47, in 2022, to better align the timing of stock award grants with annual compensation discussions, we changed the timing of long-term equity incentive award grants and, as a result, there were no grants of annual long-term equity incentive awards to NEOs in 2022. |
Potential Payouts Upon Termination or Change of Control
| b. | TRSUs |
Potential Payouts Upon Termination or Change of Control
| i. | With respect to TRSUs granted prior to 2023 (whether before or after a change in control): (i) upon termination of employment due to death or disability, unvested awards vesting in the year of termination and the following year will vest; (ii) upon termination by the company without “cause” or by a NEO for “good reason,” each NEO’s awards would continue to vest on the original vesting schedule as if each was employed. |
Potential Payouts Upon Termination or Change of Control
| ii. | With respect to TRSUs granted during or after 2023 (whether before or after a change in control), all unvested awards vest immediately upon either a termination of employment due to death or disability, a termination by the NEO for “good reason” or a termination by the company without “cause.” |
Potential Payouts Upon Termination or Change of Control
| c. | PRSUs |
Potential Payouts Upon Termination or Change of Control
| i. | With respect to PRSUs granted prior to 2023, upon termination of employment due to death or disability, unvested awards vesting in the year of termination and the following year will vest. |
Potential Payouts Upon Termination or Change of Control
| ii. | With respect to PRSUs granted during or after 2023, upon termination of employment due to death or disability, all earned but unvested PRSUs will vest in full as of the termination date. Additionally, if prior to a change in control, such a termination occurs prior to the completion of the performance period, all earned but unvested PRSUs that would have been earned assuming a target performance level will vest as of the termination date and, if after a change in control, all unvested PRSUs that would have been earned during any incomplete or remaining performance periods will vest as of the termination date at the greater of the target and actual level of performance. | | iii. | With respect to PRSUs granted prior to 2023, upon termination of employment by the company without “cause” or by a NEO for “good reason,” each NEO’s awards would continue to vest on a pro-rata basis. | | iv. | With respect to PRSUs granted during or after 2023, upon termination of employment by the company without “cause” or by a NEO for “good reason,” all earned but unvested PRSUs will vest in full as of the termination date. Additionally, if prior to a change in control, all unvested PRSUs for any performance period in which the date of termination occurs shall remain outstanding and continue to be eligible to be earned based on the level of achievement of the performance criteria during the performance period (the “Earned PSUs”), with the number that vest to equal to the product of the Earned PSUs and a fraction, the numerator of which is the number of days the NEO was employed during the performance period prior to the date of termination and the denominator being the number of days in the performance period. If after a change in control, all unvested PRSUs that would have been earned during any incomplete or remaining performance periods will vest as of the termination date at the greater of the target and actual level of performance. |
Potential Payouts Upon Termination or Change of Control
| (4) Represents all compensation that would become due as a result of a termination without “cause” or a termination by the NEO for “good reason” having occurred on December 31, 2024, before a change in control. The amounts for all NEOs other than Mr. Harton represent the value of stock awards that the NEO will receive that were unvested as of December 31, 2024. With respect to Mr. Harton, the amounts include the value of stock awards ($2,631,650) that would become due as well as the following amounts that become due under his employment agreement: a lump-sum, pro-rata bonus ($1,545,177), a lump-sum payment representing 2.5x his 2024 salary and target bonus ($6,328,125) and a lump-sum payment for 30 months of continuing health coverage ($52,680). |
Potential Payouts Upon Termination or Change of Control
| (5) Represents all compensation that would become due as a result of a termination without “cause” or a termination by the NEO for “good reason” having occurred on December 31, 2024, following a change in control. The amounts for all NEOs include the value of stock awards that the NEO will receive that were unvested as of December 31, 2024 plus the following benefits: |
Potential Payouts Upon Termination or Change of Control
| a. | Harton: pro-rata (2024 actual) bonus ($1,545,177); lump-sum payment representing 3.0x his 2024 salary and target bonus ($7,593,750); lump-sum payment for 36 months of continuing health coverage ($63,216); lump-sum payment for 36 months of continuing life insurance benefits, including the conversion premium ($30,855); lump-sum payment for 36 months of continuing club ($4,263 / month) and auto ($1,250 / month) benefits ($198,462); lump-sum payment representing three years of profit sharing contributions ($164,127) and outplacement services (up to $112,500); |
Potential Payouts Upon Termination or Change of Control
| b. | Harralson: pro-rata (2024 actual) bonus ($483,469); lump-sum payment representing 2x his 2024 salary and target bonus ($1,980,000); lump-sum payment for 24 months of continuing health coverage ($59,184); lump-sum payment for 24 months of continuing life insurance benefits, including the conversion premium ($21,870); lump-sum payment for 24 months continuing club ($1,325 / month) and auto ($1,250 / month) benefits ($61,800); lump-sum payment representing two years of profit sharing contributions ($53,584) and outplacement services (up to $55,000); |
Potential Payouts Upon Termination or Change of Control
| c. | Bradshaw: pro-rata (2024 actual) bonus ($741,865); lump-sum payment representing 2x his 2024 salary and target bonus ($2,700,000); lump-sum payment for 24 months of continuing health coverage ($42,144); lump-sum payment for 24 months of continuing life insurance benefits, including the conversion premium |
Potential Payouts Upon Termination or Change of Control
| ($26,535); lump sum payment for 24 months continuing club ($1,850 / month) and auto ($1,250 / month) benefits ($74,392); lump-sum payment representing two years of profit sharing contributions ($63,958) and outplacement services (up to $67,500); |
Potential Payouts Upon Termination or Change of Control
| d. | Davis Lux: pro-rata (2024 actual) bonus ($483,469); lump-sum payment representing 2x her 2024 salary and target bonus ($1,980,000); lump-sum payment for 24 months of continuing health coverage ($51,552); lump-sum payment for 24 months of continuing life insurance benefits, including the conversion premium ($17,604); lump-sum payment for 24 months continuing auto ($1,250 / month) benefits ($30,000); lump-sum payment representing two years of profit sharing contributions ($49,688) and outplacement services (up to $55,000); and | | e. | Edwards: pro-rata (2024 actual) bonus ($329,638); lump-sum payment representing 2x his 2024 salary and target bonus ($1,600,000); lump-sum payment for 24 months of continuing health coverage ($42,144); lump-sum payment for 24 months of continuing life insurance benefits, including the conversion premium ($22,683); lump-sum payment for 24 months continuing auto ($1,000 / month) benefits ($24,000); lump-sum payment representing two years of profit sharing contributions ($47,520) and outplacement services (up to $50,000). |
Potential Payouts Upon Termination or Change of Control
| (6) Represents all compensation that would become due, either to the NEO of, if applicable, to the NEO’s estate, as a result of a termination resulting from death or disability having occurred on December 31, 2024, prior to a change in control. The amounts for all NEOs represent the value of stock awards that the NEO would have received that were unvested as of December 31, 2024, plus, in the case of Mr. Harton, a pro-rata (2024 actual) bonus ($1,545,177). In addition, in the event of termination as a result of disability, Mr. Harton will receive a lump-sum payment for 30 months of health benefits ($52,680). |
Potential Payouts Upon Termination or Change of Control
| (7) Represents all compensation that would become due, either to the NEO of, if applicable, to the NEO’s estate, as a result of a termination resulting from death or disability having occurred on December 31, 2024, after a change in control. The amounts for all NEOs represent the value of stock awards that the NEO would have received that were unvested as of December 31, 2024, plus a pro-rata (2024 actual) bonus in the following amounts: Harton ($1,545,177); Harralson ($483,469); Bradshaw ($741,685); Davis-Lux ($483,469) and Edwards ($329,638). |
Potential Payouts Upon Termination or Change of Control
Other than the Change-in-Control Continuity Agreements that we have with our NEOs, the Harton Employment Agreement, the Bradshaw Employment Agreement and provisions set forth in our equity award agreements, United Community has no other employment or severance agreements with its NEOs. Therefore, except as previously described above, no severance benefit is payable, and there is no continuation of benefit coverage in the event of a NEO’s voluntary or involuntary termination, retirement, disability or death. Under our agreements, change in control generally means any one of the events listed below (defined terms used below that are not otherwise defined have the meanings given to them in the Change-in-Control Continuity Agreements):
Potential Payouts Upon Termination or Change of Control
| • | An acquisition (other than by or from the Company or certain of its affiliates) of 30% or more of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors by any person; |
Potential Payouts Upon Termination or Change of Control
| • | A change in the composition of the Board such that the individuals who, as of the effective date of the agreements, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a member of the Board after such effective date whose election, or nomination for election by our shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board shall not be considered as a member of the Incumbent Board; |
Potential Payouts Upon Termination or Change of Control
| • | The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, or sale or other disposition of all or substantially all of the Company’s assets, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Company’s outstanding common stock and the Company’s outstanding voting securities immediately before such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately before such Business Combination of the outstanding company common stock and outstanding company voting securities, as the case may be; (B) no person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed before the Business Combination; and (C) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or |
Potential Payouts Upon Termination or Change of Control
| • | The approval by our shareholders of a complete liquidation or dissolution of the Company. |
Potential Payouts Upon Termination or Change of Control
The foregoing is only a summary of the change-in-control provisions of our various agreements, which are filed or incorporated by reference as exhibits to our Annual Report on Form 10-K. We encourage you to review those agreements for additional information regarding the severance arrangements applicable to our NEOs.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information: For fiscal 2024, our last completed fiscal year:
CEO Pay Ratio Disclosure
| • | The median of the annual total compensation of all employees of our company (other than Mr. Harton) was $63,405; and |
CEO Pay Ratio Disclosure
| • | The annual total compensation of Mr. Harton, our President and CEO, was $4,919,248. |
CEO Pay Ratio Disclosure
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 78 to 1. 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:
CEO Pay Ratio Disclosure
| • | As of December 31, 2024, our employee population consisted of 3,000 individuals (2,999 excluding the CEO), including any full-time, part-time, temporary or seasonal employees employed on that date. |
CEO Pay Ratio Disclosure
| • | 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 fiscal 2024. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2024 but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. |
CEO Pay Ratio Disclosure
| • | We identified our median employee using this compensation measure and methodology, which was consistently applied to all employees who were included in the calculation. |
CEO Pay Ratio Disclosure
| • | 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. Total compensation was then annualized based on this employee’s date of hire in 2024, resulting in annual total compensation of $63,405. |
CEO Pay Ratio Disclosure
| ·• | 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. |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and NonPEO NEOs and Company performance for the fiscal years listed below.
Pay Versus Performance Disclosure
| | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for H. Lynn Harton ($)(1) | Compensation Actually Paid to H. Lynn Harton ($)(1)(2)(3) | Average Summary Compensation Table Total for NonPEO NEOs ($)(1) | Average Compensation Actually Paid to NonPEO NEOs ($)(1)(2)(3) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Return on Average Assets(5) | | 2024 | $4,919,248 | $5,167,743 | $1,637,367 | $1,658,142 | $122 | $112 | $252 | 1.09% | | 2023 | 3,740,470 | 2,896,904 | 1,244,360 | 946,213 | 107 | 102 | 188 | 0.90 | | 2022 | 2,538,380 | 2,891,751 | 921,908 | 1,017,383 | 119 | 106 | 277 | 1.22 | | 2021 | 3,015,446 | 4,424,072 | 1,136,941 | 1,494,952 | 123 | 117 | 270 | 1.42 | | 2020 | 3,442,836 | 2,920,918 | 1,041,909 | 1,172,258 | 95 | 88 | 164 | 1.51 |
Pay Versus Performance Disclosure
| (1) In each of the years in question, Mr. Harton was our PEO and the remaining NEOs consisted of Messrs. Harralson, Bradshaw and Edwards and Ms. Davis Lux. | | (2) Compensation Actually Paid is calculated in accordance with Item 402(v) of Regulation S-K and does not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total Compensation, adjusted as described in footnote 3 below. | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts set forth in the Stock Awards column of the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column are the amounts set forth in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost column are based on the service cost for services rendered during the listed year. |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for H. Lynn Harton ($) | Exclusion of Change in Pension Value for H. Lynn Harton ($) | Exclusion of Stock Awards for H. Lynn Harton ($) | Inclusion of Pension Service Cost for H. Lynn Harton ($) | Inclusion of Equity Values for H. Lynn Harton ($)* | Compensation Actually Paid to H. Lynn Harton ($) | | 2024 | $4,919,248 | $ - | $(2,149,958) | $191,435 | $2,207,018 | $5,167,743 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for NonPEO NEOs ($) | Average Exclusion of Change in Pension Value for NonPEO NEOs ($) | Average Exclusion of Stock Awards for NonPEO NEOs ($) | Average Inclusion of Pension Service Cost for NonPEO NEOs ($) | Average Inclusion of Equity Values for NonPEO NEOs ($)* | Average Compensation Actually Paid to NonPEO NEOs ($) | | 2024 | $1,637,367 | $(39,217) | $(491,717) | $54,495 | $497,214 | $1,658,142 |
Pay Versus Performance Disclosure
| * The amounts in the Inclusion of Equity Values in the two preceding tables are derived from the amounts set forth in the following tables. During 2024, no equity awards were both granted and vested in the same year nor were any equity awards forfeited. |
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for H. Lynn Harton ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for H. Lynn Harton ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for H. Lynn Harton ($) | Total - Inclusion of Equity Values for H. Lynn Harton ($) | | 2024 | $2,304,849 | $(75,405) | $(22,426) | $2,207,018 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for NonPEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for NonPEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for NonPEO NEOs ($) | Total - Average Inclusion of Equity Values for NonPEO NEOs ($) | | 2024 | $527,138 | $(23,649) | $(6,275) | $497,214 |
Pay Versus Performance Disclosure
| 4. | The peer group TSR set forth in this table utilizes the KBW Nasdaq Regional Banking 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 comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Nasdaq Regional Banking Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. The peer group for 2024 was changed to the KBW Nasdaq Regional Banking Index as it is comprised of banks more representative of our size and business composition compared to those in the Nasdaq Bank Index used as our peer group in 2023. The table below compares the cumulative returns of United Community and these two peer groups. |
Pay Versus Performance Disclosure
| Year | United Community TSR ($) | Nasdaq Bank Index Cumulative Return ($) | KBW Nasdaq Regional Banking Index Cumulative Return ($) | | 2024 | $122 | $133 | $112 | | 2023 | 107 | 97 | 102 | | 2022 | 119 | 98 | 106 | | 2021 | 123 | 124 | 117 | | 2020 | 95 | 90 | 88 |
Pay Versus Performance Disclosure
| (5) We determined return on average assets to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and NonPEO 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. |
Relationship Between PEO and NonPEO NEO Compensation Actually Paid, Company Shareholder Return and Peer Group TSR
Relationship Between PEO and NonPEO NEO Compensation Actually Paid, Company Shareholder Return and Peer Group TSR The following graph sets forth the relationship between Compensation Actually Paid to our NEOs and the cumulative TSR of the Company over the five most recently completed fiscal years. The graph also compares the cumulative TSR for the Company and that of the KBW Nasdaq Regional Banking Index TSR over the same period.
Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Net Income The following graph sets forth the relationship between Compensation Actually Paid to our NEOs and our net income during the five most recently completed fiscal years.
Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Company-Selected Measure
Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Company-Selected Measure The following graph sets forth the relationship between Compensation Actually Paid to our NEOs and return on average assets during the five most recently completed fiscal years.
Shareholder Recommendations for Director Nominees
Shareholder Recommendations for Director Nominees See Proposal 1: Election of Directors: Process for Shareholder to Recommend Individuals for Consideration by the Nominating and Corporate Governance Committee. To submit a nominee for consideration at the 2026 Annual Meeting of Shareholders, you must comply with our Shareholder Nomination and Communication Procedures, which can be found on our website, www.ucbi.com at Investor Relations > Corporate Governance > Governance Overview. Your notice (and information required) is required to be received on or before December 3, 2025, which date will be one hundred twenty (120) days before the anniversary date of the Company’s Proxy Statement released to shareholders in connection with the 2025 Annual Meeting. In addition to complying with the procedures described above, shareholders who intended to solicit proxies in support of a director candidate other than the Company’s nominees for consideration by the shareholders at the Company’s 2026 Annual Meeting of Shareholders must have also complied with the SEC’s “universal proxy card” rules under Rule 14a-19. Rule 14a-19 requires shareholders to have provided a notice no later than March 15, 2026, setting forth all the information and disclosures required by Rule 14a-19. If the 2026 Annual Meeting of Shareholders is set for a date that is not within 30 calendar days of the anniversary of the date of the 2025 Annual Meeting then notice must be provided by the later of 60 calendar days prior to the date of the 2026 Annual Meeting of Shareholders or by the close of business on the tenth calendar day following the day on which a public announcement of the date of the 2026 Annual Meeting of Shareholders is first made.
Shareholder Recommendations for Director Nominees
| | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. UNITED COMMUNITY BANKS, INC. ATTENTION: INVESTOR RELATIONS 200 EAST CAMPERDOWN WAY GREENVILLE, SOUTH CAROLINA 29601 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 13, 2025 for shares held directly and by 11:59 p.m. Eastern Time on May 11, 2025 for shares held in a Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/UCBI2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 13, 2025 for shares held directly and by 11:59 p.m. Eastern Time on May 11, 2025 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. V69108-P31071 ! ! ! 01) Jennifer M. Bazante 02) George B. Bell 03) James P. Clements 04) Kenneth L. Daniels 05) Sally Pope Davis 06) Lance F. Drummond 07) H. Lynn Harton 08) John M. James 09) Jennifer K. Mann 10) Thomas A. Richlovsky 11) Tim R. Wallis 12) David H. Wilkins For All Withhold All For All Except For Against Abstain For Against Abstain ! ! ! ! ! ! To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. Nominees: The Board of Directors recommends you vote FOR proposals 2 and 4, and for 1 YEAR on proposal 3. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 2. To approve, on an advisory basis, the compensation of our Named Executive Officers. 3. To approve, on an advisory basis, the frequency of the advisory vote on executive compensation. 4. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the fiscal year ending December 31, 2025. 1. Election of Directors. UNITED COMMUNITY BANKS, INC. The Board of Directors recommends you vote FOR each of the listed nominees: ! ! ! ! 1 Year 2 Years 3 Years Abstain SCAN TO VIEW MATERIALS & VOTEw |
Shareholder Recommendations for Director Nominees
| | V69109-P31071 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com UNITED COMMUNITY BANKS, INC. Annual Meeting of Shareholders May 14, 2025 3:00 PM Eastern Time This proxy is solicited by the Board of Directors The undersigned shareholder(s) of United Community Banks, Inc. (the "Company") hereby revokes all previous proxies, acknowledge(s) receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement dated April 2, 2025 and hereby appoint(s) H. Lynn Harton and Thomas A. Richlovsky, or either of them, as proxies, each with full power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all shares of common stock of the Company that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders of the Company to be held at 3:00 PM, Eastern Time on May 14, 2025, virtually at www.virtualshareholdermeeting.com/UCBI2025, and any adjournment(s) or postponement(s) thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR each of the nominees for director in Proposal 1, FOR Proposals 2 and 4, for the option of 1 YEAR as the preferred frequency for advisory votes on executive compensation in proposal 3 and in the discretion of the proxies upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. Continued and to be signed on reverse side |