DEF 14A of United Community Banks Inc
Filed Apr 1, 2026 · FY20250001104659-26-038366
Director Nominees for Election
Director Nominees for Election
Director Nominees for Election
| Nominee Name and Principal Occupation | | Age | Director Since | Independent | Committee Membership | | | | | Other Current Public Company Boards | | | | | | | Audit | Executive | Nominating and Corporate Governance | Risk | Talent and Compensation | | | | Jennifer M. Bazante Former Chief Marketing Officer Humana | 61 | 2021 | | | | | | | 0 | | | George B. Bell Former Executive Vice President and Senior Technology Manager Truist Financial Corporation | 65 | 2022 | | | | | | | 0 | | | James P. Clements Former President Clemson University | 62 | 2020 | | | | | | | 0 | | | Kenneth L. Daniels Former Chief Credit Risk and Policy Officer, Senior Risk Advisor BB&T | 74 | 2015 | | | | | | | 0 | | | Sally Pope Davis Former Managing Director Goldman Sachs Asset Management | 68 | 2024 | | | | | | | 1 | | | Lance F. Drummond Former Executive Vice President of Operations and Technology TD Canada Trust | 71 | 2018 | | | | | | | 0 | | | H. Lynn Harton Chairman, Chief Executive Officer, and President United Community Banks, Inc. | 64 | 2015 | | | | | | | 0 | | | John M. James Former Senior Vice President, Corporate Controller Executive Bank of America | 66 | 2023 | | | | | | | 0 | | | Jennifer K. Mann Executive Vice President of Human Resources SAS | 55 | 2018 | | | | | | | 0 | | | Thomas A. Richlovsky Lead Director Former Executive Vice President PNC Financial Services Group | 74 | 2012 | | | | | | | 0 | | | Tim R. Wallis Former President Wallis Printing | 74 | 1999 | | | | | | | 0 | | | Ambassador David H. Wilkins Former U.S. Ambassador to Canada Former Speaker South Carolina House of Representatives Partner Nelson Mullins Riley & Scarborough | 79 | 2016 | | | | | | | 0 |
Director Nominees for Election
| Committee Chair | Committee Member |
Director Nominees for Election
| 4 | 2026 PROXY STATEMENT | Proposal 1 Election of Directors |
Director Nominees for Election
Below is information about each of our Board of Directors (“Board”) nominees, including his or her age as of April 1, 2026; 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 our Board to conclude that each nominee should serve as a director of our Company. There are no family relationships among the individuals comprising our directors, executive officers, and director nominees.
Director Nominees for Election
| Age 61 Director Since 2021 Committee Membership Nominating and Corporate Governance Talent and Compensation | Jennifer M. Bazante | | | Former Chief Marketing Officer, Humana | Independent Director | | | 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’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 earned a Master of 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. |
Director Nominees for Election
| Proposal 1 Election of Directors | 2026 PROXY STATEMENT | 5 |
Director Nominees for Election
| Age 65 Director Since 2022 Committee Membership Audit Risk | George B. Bell | | | Former Executive Vice President and Senior Technology Manager, Truist Financial Corporation | Independent Director | | | Mr. Bell is a seasoned information technology executive with over 40 years of experience leading transformative technology initiatives in the financial services sector. Throughout his career, he has demonstrated expertise in information technology development and support, project planning and execution, system design and enhancement, customer information management, organizational optimization, M&A integration, and operational excellence. 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. | | | 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 this role, he led a cross-functional organization and provided technical leadership across the human resources, legal, and business management functions. Prior to Truist’s formation, Mr. Bell held a series of progressively broader leadership roles at BB&T from 2002 to 2019 overseeing business critical application development and support teams while driving the introduction of new business and technology capabilities. His tenure included coverage of the majority of the bank’s application portfolio. Bell’s contributions advanced business strategies by deepening client insights, streamlining marketing programs, refining financial management, optimizing the bank’s core CRM strategy, establishing the platform for payments, streamlining information delivery, revitalizing underperforming teams, and executing the company’s inaugural major global sourcing initiative. | | | Before returning to BB&T in 2002, Mr. Bell spent eight years with Bank of America in a variety of technology leadership roles. His responsibilities included managing customer information and teller-system migration efforts for major acquisitions, overseeing nationwide applications and teams, designing the bank’s initial component-based development methodology, developing the initial CRM migration strategy, and leading early offshore support initiatives. He began his career with BB&T, where he spent 11 years in various management development and technology leadership positions. | | | Mr. Bell is an independent director on the Board of Directors of Constellation Quality Health, a nonprofit healthcare consultancy, and Barton College. | | | Education | | | Mr. Bell earned a Master of Business Administration from East Carolina University and a bachelor’s degree in mathematics from Barton College. |
Director Nominees for Election
| 6 | 2026 PROXY STATEMENT | Proposal 1 Election of Directors |
Director Nominees for Election
| Age 62 Director Since 2020 Committee Membership Nominating and Corporate Governance Talent and Compensation | James P. Clements | | | Former President, Clemson University | Independent Director | | | Dr. Clements’ experience as past 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 served as Clemson University’s President from 2013 until his retirement in 2025. 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 served as the chair of the Board for the Association of Public & Land-Grant Universities (“APLU”) and on the executive committee of APLU’s Commission on Innovation, Competitiveness, and Economic Prosperity. Dr. Clements 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 (“ACE”), including serving 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, 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. | | | Education | | | Dr. Clements earned a master’s degree and Ph.D. in operations analysis as well as a bachelor’s degree in computer science from the University of Maryland, Baltimore County (“UMBC”). Dr. Clements also earned a master’s degree in computer science from Johns Hopkins University’s Whiting School of Engineering and was awarded an honorary degree as a Doctor of Public Education from his alma mater, UMBC. |
Director Nominees for Election
| Proposal 1 Election of Directors | 2026 PROXY STATEMENT | 7 |
Director Nominees for Election
| Age 74 Director Since 2015 Committee Membership Audit Executive Risk (Chair) | Kenneth L. Daniels | | | Former Chief Credit Risk and Policy Officer, Senior Risk Advisor, BB&T | Independent Director | | | 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 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 over which time 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. He also earned a Master of Business Administration from East Carolina University and a bachelor’s degree from the University of North Carolina, Chapel Hill. |
Director Nominees for Election
| 8 | 2026 PROXY STATEMENT | Proposal 1 Election of Directors |
Director Nominees for Election
| Age 68 Director Since 2024 Committee Membership Nominating and Corporate Governance Risk | Sally Pope Davis | | | Former Managing Director, Goldman Sachs Asset Management | Independent Director | | | 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 U.S. 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 served as a portfolio manager in Fundamental Equity at 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 U.S. 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, including 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 Committee and the Compensation Committee. Ms. Davis also serves on the Board of First Financial Trust and Asset Management and its Investment Committee. Additionally, she is an independent director on the Board of Directors of Core Specialty Insurance Holdings, Inc. and serves on the Audit, Finance, and Risk Management Committees. | | | Education | | | Ms. Davis earned a Master of Business Administration with a concentration in finance and economics from the University of Chicago and a bachelor’s degree in finance, graduating summa cum laude, from the University of Connecticut. |
Director Nominees for Election
| Proposal 1 Election of Directors | 2026 PROXY STATEMENT | 9 |
Director Nominees for Election
| Age 71 Director Since 2018 Committee Membership Executive Nominating and Corporate Governance (Chair) Risk | Lance F. Drummond | | | Former Executive Vice President of Operations and Technology, TD Canada Trust | Independent Director | | | Mr. Drummond brings to the Board 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 has been a member of the National Association of Corporate Directors (NACD) since 2015. He is a former independent director of the Federal Home Loan Mortgage Corporation (commonly known as Freddie Mac), AvidXchange Inc., a publicly traded fintech company, and the Financial Industry Regulatory Agency (FINRA). | | | Mr. Drummond received the Massachusetts Institute of Technology (“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 a Master of Business Administration from the Simon Business School at the University of Rochester, a master’s degree in management science from MIT, and a bachelor’s degree in business management from Boston University. |
Director Nominees for Election
| 10 | 2026 PROXY STATEMENT | Proposal 1 Election of Directors |
Director Nominees for Election
| Age 64 Director Since 2015 Chairman Since 2019 Committee Membership Executive (Chair) | H. Lynn Harton | | | Chairman, Chief Executive Officer, and President, United Community Banks, Inc. | | | With over 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, Chief Executive Officer, and President 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 financial boards and committees throughout his career, including the Palmetto Business Forum, RMA National Credit Risk Council, Consumer Bankers Association National Small Business Banking Committee, and the Equifax Small Business Financial Exchange. He is a member of the South Carolina Business Hall of Fame and a recipient of the SC Governor’s Order of the Palmetto — South Carolina’s highest civilian honor for extraordinary service and contributions to the state. | | | Education | | | Mr. Harton earned a 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. |
Director Nominees for Election
| Proposal 1 Election of Directors | 2026 PROXY STATEMENT | 11 |
Director Nominees for Election
| Age 66 Director Since 2023 Committee Membership Audit (Chair) Executive Risk | John M. James | | | Former Senior Vice President, Corporate Controller Executive, Bank of America | Independent Director | | | Mr. James has more than 35 years of experience in senior financial management roles and 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. Mr. James qualifies as an audit committee financial expert and serves as chair of 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, U.S. Securities and Exchange Commission (“SEC”) reporting, accounting policy, corporate analysis and reporting, and Enterprise Reg W governance. | | | Mr. James joined Bank of America in 2005 as Corporate Controller. Before joining Bank of America, 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 (“PwC”), including four years in the Accounting Consulting Services 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. Prior to PwC, he worked in the banking and insurance industries for seven years in a variety of senior financial management positions. During his career, Mr. James held both Certified Public Accountant (CPA) and Chartered Financial Analyst (CFA) designations. | | | Education | | | Mr. James earned a bachelor’s degree in business administration with a concentration in finance and a bachelor’s degree in accounting from the University of Kentucky. |
Director Nominees for Election
| 12 | 2026 PROXY STATEMENT | Proposal 1 Election of Directors |
Director Nominees for Election
| Age 55 Director Since 2018 Committee Membership Executive Talent and Compensation (Chair) | Jennifer K. Mann | | | Executive Vice President of Human Resources, SAS | Independent Director | | | Ms. Mann brings a wealth of human resources experience to the Board. Her leadership in human resources demonstrates her vision and strong management skills and offers extensive human resources insight to the Board. | | | 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 U.S., 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, U.S. 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 is a member of the advisory council at North Carolina State University’s Poole College of Management and serves on the Board of Trustees at Meredith College. She is also a member of OnBoardNC. | | | Education | | | Ms. Mann earned a bachelor’s degree in psychology and business from Meredith College. |
Director Nominees for Election
| Proposal 1 Election of Directors | 2026 PROXY STATEMENT | 13 |
Director Nominees for Election
| Age 74 Director Since 2012 Lead Director Since 2017 Committee Membership Audit Executive Nominating and Corporate Governance | Thomas A. Richlovsky | | | Former Executive Vice President, PNC Financial Services Group | Independent Director | | | 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. 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 (“National City”) 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 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 holds a Certified Public Accountant (CPA) designation. 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 earned a bachelor’s degree in business, graduating summa cum laude, from the Cleveland State University. He also completed graduate studies at The Stonier Graduate School of Banking at Rutgers University. |
Director Nominees for Election
| 14 | 2026 PROXY STATEMENT | Proposal 1 Election of Directors |
Director Nominees for Election
| Age 74 Director Since 1999 Committee Membership Talent and Compensation | Tim R. Wallis | | | Former President, Wallis Printing | Independent Director | | | 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. His varied experience on a number of community boards, as well as his service on the United Community Bank Board for the Rome community, provides the Board with 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 United Community, Mr. Wallis also serves as chair of the United Community Bank Board for the Rome community. He has served on the Board of Directors of the Printing and Imaging Association of Georgia (“PIAG”) and was chair 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 earned a bachelor’s degree from Georgia Southern University. |
Director Nominees for Election
| Proposal 1 Election of Directors | 2026 PROXY STATEMENT | 15 |
Director Nominees for Election
| Age 79 Director Since 2016 Committee Membership Risk | David H. Wilkins | | | Former U.S. Ambassador to Canada; Former Speaker, SC House of Representatives; Partner, Nelson Mullins Riley & Scarborough | Independent Director | | | 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 the South Carolina State House of Representatives. With this comprehensive legal and governance experience, Mr. Wilkins provides a valuable perspective to United Community’s Board. | | | 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. Additionally, he served 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, 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 in order to assume his ambassadorship post. He is the recipient of numerous awards, including South Carolina’s highest honor, the Order of the Palmetto. | | | Education | | | Mr. Wilkins earned a bachelor’s degree from Clemson University and a Juris Doctor (JD) degree from University of South Carolina School of Law. |
Director Nominees for Election
| 16 | 2026 PROXY STATEMENT | Proposal 1 Election of Directors |
Director Compensation
Director Compensation
Director Compensation Decision Making
Director Compensation Decision Making
Director Compensation Components
Director Compensation Components Our director compensation program is comprised of three primary components: • Director Retainer Compensation — Cash: Provides the director with a fixed annual cash payment for serving on the Board. This component of director compensation is paid to directors quarterly and is designed to recognize and reward the skill, competency, experience, and performance a director brings to the position. Adjustments to the director cash retainer, if approved, are typically effective annually in January. • Director Retainer Compensation — Equity: Provides the director with a fixed annual equity grant with vesting restrictions. This component of director compensation is generally granted to directors annually in conjunction with the director’s re-election to the Board. Adjustments to the director equity retainer, if approved, are typically effective annually in January and applied prospectively to future equity grants. The Talent and Compensation Committee believes that equity compensation provides an opportunity to strengthen the alignment of director pay with shareholder value creation. • Committee Fee Compensation — Cash: Provides the director with an additional fixed cash payment for serving on and / or chairing Board committees. This component of director compensation is paid to directors quarterly. Adjustments to director committee fee cash compensation, if approved, are typically effective annually in January. 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. Our 2025 director compensation program included the same elements and general structure as our 2024 director compensation program. 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.
Director Compensation Components
| 30 | 2026 PROXY STATEMENT | Proposal 1 Election of Directors |
Director Compensation for 2025
Director Compensation for 2025 The following table presents the components of 2025 director compensation. Committee chairs receive the cash member fee in addition to the cash chair fee. The Lead Director receives the director cash retainer in addition to the Lead Director cash retainer.
Director Compensation for 2025
| Annual Director Retainer Compensation | Annual Committee Fee Compensation | | | | Audit Committee Member | $12,500 | | | Audit Committee Chair | 20,000 | | | Risk Committee Member | 12,500 | | | Risk Committee Chair | 20,000 | | | Nominating and Corporate Governance Committee Member | 8,750 | | | Nominating and Corporate Governance Committee Chair | 15,000 | | | Talent and Compensation Committee Member | 8,750 | | | Talent and Compensation Committee Chair | 15,000 | | Lead Director Additional Annual Cash Retainer: $35,000 | Executive Committee Member | 8,750 |
Director Compensation Table
Director Compensation Table The following table presents the compensation earned by or paid to each person who served as a nonemployee member of our Board during all or any part of 2025. Certain columns specified for this table by Item 402(k) of Regulation S-K have been omitted because they were not applicable.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Jennifer M. Bazante | $77,500 | $75,022 | $152,522 | | George B. Bell | 85,000 | 75,022 | 160,022 | | James P. Clements | 77,500 | 75,022 | 152,522 | | Kenneth L. Daniels | 113,750 | 75,022 | 188,772 | | Sally Pope Davis | 81,250 | 75,022 | 156,272 | | Lance F. Drummond | 105,000 | 75,022 | 180,022 | | John M. James | 99,375 | 75,022 | 174,397 | | Jennifer K. Mann | 92,500 | 75,022 | 167,522 | | Thomas A. Richlovsky | 125,000 | 75,022 | 200,022 | | David C. Shaver(3) | 55,000 | — | 55,000 | | Tim R. Wallis | 68,750 | 75,022 | 143,772 | | Amb. David H. Wilkins | 72,500 | 75,022 | 147,522 |
Director Compensation Table
(1) The director cash retainer may be deferred pursuant to the United Community Bank Deferred Compensation Plan. No directors elected to defer his or her 2025 director cash retainer. (2) This represents the grant date fair value of time-based restricted stock units granted on May 14, 2025 (2,526 underlying shares valued at $29.70 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. All nonemployee director time-based restricted stock units granted in 2025 were outstanding as of December 31, 2025. See Note 16 of our annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 17, 2026, for information regarding assumptions made in the valuation of these grants. Mr. Shaver did not stand for re-election at the 2025 Annual Meeting of Shareholders. Therefore, his 2025 director compensation includes compensation related to his service on the Board through the 2025 Annual Meeting of Shareholders.
Director Compensation Table
| Proposal 1 Election of Directors | 2026 PROXY STATEMENT | 31 |
Role of Talent and Compensation Committee
Role of Talent and Compensation Committee The Talent and Compensation Committee reviews and recommends to the Board the compensation of the Company’s executive officers. In performing this role, the Talent and Compensation Committee regularly meets with, and receives analysis and information (including peer group data) from Aon, its independent compensation consultant. The Board and Talent and Compensation Committee believe that our executive compensation program should attract, retain, and motivate talented and experienced executives. The Board and Talent and Compensation Committee also believe that our executive compensation program should align executives’ interests with those of the Company’s shareholders. The compensation program for the Company’s executive officers is a combination of cash and equity compensation and is assessed and reviewed at least annually relative to our peers. The Committee consults with Aon as to the appropriateness of the compensation of our executive officers, including our CEO, and each component of compensation considering market practices, sound governance practices and trends in compensation practices in the banking industry. In determining the compensation of our CEO, the Talent and Compensation Committee also takes into consideration the CEO’s performance and the performance of the Company as compared to the Board-approved plans and peer group performance. Our Lead Director, who consults regularly with the CEO and other directors, provides input to the Talent and Compensation Committee regarding the CEO’s performance. Although the Talent and Compensation Committee values and solicits management’s input, it retains and exercises sole authority to make decisions regarding executive officer compensation.
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant The Talent and Compensation Committee has engaged Aon to provide independent compensation consulting services. Aon has provided compensation consulting services to the Talent and Compensation Committee since 2015. The Talent and Compensation Committee determines the scope of Aon’s services and has approved a written agreement pursuant to which Aon provides independent advice to the Talent and Compensation Committee. The approved scope of Aon’s work generally includes performing analyses and providing independent advice related to our executive and nonemployee director compensation programs and providing competitive market studies and other services upon which the Talent and Compensation Committee relies in making its decisions, such as advice in areas such as compensation philosophy, compensation risk assessment, market comparator group, incentive plan design, executive compensation disclosure, emerging best practices, and changes in the regulatory environment. The Talent and Compensation Committee annually reviews Aon’s independence and performance and the consulting services provided. In evaluating the independence and performance and considering Aon’s retention, the Talent and Compensation Committee also assesses their independence in accordance with NYSE listing standards, considering whether: • They provide other services to United Community; • The fees paid by United Community to Aon represent an insignificant portion of their total revenues; • Aon maintains policies and procedures designed to prevent conflicts of interest between them and the companies to which they provides services, as well as between its individual employees and such companies; • United Community or any member of the Talent and Compensation Committee have any other business or personal relationship with Aon or its employees who provide services to the Talent and Compensation Committee; • Aon, or its employees who provide services to the Talent and Compensation Committee, own any United Community securities; and • Any executive officer of United Community has any business or personal relationship with Aon or its employees who provide services to the Talent and Compensation Committee. Based upon these and other factors, the Talent and Compensation Committee concluded that the retention of Aon did not present any conflicts of interest, that Aon was independent, and that such retention was appropriate. In 2025, Aon’s compensation advisory role included providing market benchmarking data on executive and director compensation levels and practices, input on the executive incentive compensation program designs, and input on related technical and regulatory matters. When requested by the Talent and Compensation Committee, an Aon representative attends Talent and Compensation Committee meetings and participates in executive sessions with the Talent and Compensation Committee. Talent and Compensation Committee members may consult directly with Aon from time to time as desired, and the chair of our Talent and Compensation Committee regularly consults with Aon regarding Talent and Compensation Committee responsibilities and compensation matters.
Role of Independent Compensation Consultant
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 43 |
Base Salary
Base Salary Base salaries are designed to recognize and reward the skill, competency, experience, and performance an executive brings to the position. Changes in base salary result primarily from comparisons against peers, individual and Company performance, internal equity considerations, value to the organization, promotions, and the executive’s specific responsibilities both internally and compared to market. Annual base salary adjustments are typically effective in January; however, the Talent and Compensation Committee may alter this schedule if exceptional situations warrant. 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 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 metrics 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 performance metric is measured separately against target performance level. Corporate performance that meets the target level results in a 100% payout. Award payouts are interpolated for performance between these defined levels. Awards payouts are subject to forfeiture if the applicable minimum performance thresholds are not achieved. 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 in each case versus previously established goals. The Talent and Compensation Committee makes such determinations regarding the CEO.
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards The Talent and Compensation Committee believes that long-term equity incentive awards provide a competitive incentive opportunity for our executive officers, strengthens the alignment of executive pay with long-term shareholder value creation, and creates an additional link between pay and corporate performance, while maintaining the focus on Company soundness. The Talent and Compensation Committee also believes that offering executives both time-based and performance-based equity incentive awards is advantageous, as it fosters responsibility for achieving results through performance measures and promotes employee retention and loyalty through time-based awards. The Talent and Compensation Committee also believes that the use of time-based equity incentive awards provides balance to long-term equity incentives and reduces volatility. Time-based equity incentive awards vest in four equal installments with 25% vesting on February 15 following each of the four years following grant assuming the executives remain employed with us, subject to certain exceptions. Performance-based equity awards vest at the end of a three-year performance period. Over this three-year period, performance is assessed relative to a peer group (defined at the beginning of the period) for core return on average assets and tangible book value per share plus dividends. As with our annual cash incentive, a range of payout opportunities is contemplated for a range of potential performance outcomes. Awards may vest at threshold, target, or maximum payout levels, and payouts are interpolated for performance between these defined levels. Awards payouts are subject to forfeiture if the applicable minimum performance thresholds are not achieved. Performance-based equity incentive award payouts are subject to verification by the Talent and Compensation Committee.
Market Data
Market Data Compensation Peer Group Determination The Talent and Compensation Committee, with the assistance of Aon, reviews the compensation peer group annually and approves a benchmark group of publicly traded financial institutions for the purpose of compiling benchmarking data used in setting compensation for our executive officers. Peer group adjustments are made to keep the peer group consistent with the Company’s strategies and objectives. The Talent and Compensation Committee and Aon consider the following factors when determining the peer group:
Market Data
| Sector / Business Model | The peer company operates in the same industry, which ensures similar market dynamics, customer demographics, and regulatory frameworks, and provides similar products or services via equivalent distribution channels. | | | | | Size | The peer company is of comparable financial size and aligns with our peer company size profile. | | | | | Geographic Footprint / Competition | The peer company conducts business in comparable geographic regions, recognizing that regional differences in economic conditions, regulatory frameworks, and consumer preferences can be significant, and frequently vies for the same customers and executive talent. |
Market Data
| 46 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Market Data
2025 Compensation Peer Group During the second quarter of 2024, with the assistance of Aon, the Talent and Compensation Committee approved a benchmark group of publicly traded financial institutions and reviewed benchmarking data for purposes of setting 2025 compensation for our executive officers. The benchmark group of publicly traded financial institutions approved for purposes of setting 2025 compensation (the “2025 Compensation Peer Group”) included:
Market Data
| Company Name | Ticker | City | State | Total Assets 2023Y ($000) | | Ameris Bancorp | ABCB | Atlanta | GA | $25,203,699 | | Atlantic Union Bankshares Corporation | AUB | Glen Allen | VA | 21,166,197 | | Cadence Bank | CADE | Tupelo | MS | 48,934,510 | | Commerce Bancshares, Inc. | CBSH | Kansas City | MO | 31,701,061 | | Cullen / Frost Bankers, Inc. | CFR | San Antonio | TX | 50,845,038 | | F.N.B. Corporation | FNB | Pittsburgh | PA | 46,157,693 | | First Financial Bancorp. | FFBC | Cincinnati | OH | 17,532,900 | | Fulton Financial Corporation | FULT | Lancaster | PA | 27,571,915 | | Hancock Whitney Corporation | HWC | Gulfport | MS | 35,578,573 | | Heartland Financial USA, Inc. | HTLF | Denver | CO | 19,411,707 | | Independent Bank Group, Inc.(1) | IBTX | McKinney | TX | 19,035,102 | | Old National Bancorp | ONB | Evansville | IN | 49,089,836 | | Pinnacle Financial Partners | PNFP | Nashville | TN | 47,959,883 | | Prosperity Bancshares, Inc. | PB | Houston | TX | 38,547,877 | | Renasant Corporation | RNST | Tupelo | MS | 17,360,535 | | Simmons First National Corporation | SFNC | Pine Bluff | AR | 27,345,674 | | SouthState Bank Corporation | SSB | Winter Haven | FL | 44,902,024 | | Synovus Financial Corporation | SNV | Columbus | GA | 59,809,534 | | TowneBank | TOWN | Portsmouth | VA | 16,835,039 | | Trustmark Corporation | TRMK | Jackson | MS | 18,722,189 | | UMB Financial Corporation | UMBF | Kansas City | MO | 44,011,674 | | United Bankshares, Inc. | UBSI | Charleston | WV | 29,926,482 | | WesBanco, Inc. | WSBC | Wheeling | WV | 17,712,374 |
Market Data
Independent Bank Group, Inc. was acquired in 2025. Consequently, following the acquisition, it was excluded from subsequent peer group data analyses.
Market Data
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 47 |
Incentive Award Design Changes
Incentive Award Design Changes The Talent and Compensation Committee implemented a series of design updates and improvements to the 2025 executive compensation program. These changes were intended to align our executive compensation program more closely with industry standards, increase the focus on creating shareholder value, and offer greater flexibility to respond to unexpected or exceptional circumstances. Annual Cash Incentive Awards The following design changes were implemented for 2025 annual cash incentive awards: In addition to the design changes summarized in the preceding table, the maximum potential payout, prior to the impact of the risk and discretionary modifiers, was increased from 150.0% to 200.0%, allowing for greater reward when performance exceeds target goals.
Incentive Award Design Changes
| 48 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Incentive Award Design Changes
Long-Term Equity Incentive Awards The allocation between time-based and performance-based awards was maintained at the same level as in recent prior years (40% and 60%, respectively). No design changes were made to the 2025 time-based equity incentive awards granted to executive officers. The following design changes were implemented for performance-based equity incentive awards granted in 2025: As in prior years, the performance metrics and total shareholder return modifier remain benchmarked against peer group companies. In addition to the design changes summarized in the preceding table, the previous four-year ratable vesting schedule was replaced with a cliff-vesting schedule based on a single three-year performance period. Additionally, the maximum potential payout, including the impact of the TSR multiplier, was increased from 187.5% to 250.0%, allowing for greater reward when performance exceeds target goals.
Annual Cash Incentive Awards
Annual Cash Incentive Awards The Talent and Compensation Committee set and approved the following four performance metrics as well as the assigned weight for each metric and the threshold, target, and maximum performance level for each metric for 2025 annual cash incentive awards.
Annual Cash Incentive Awards
| Performance Metric | Weight | 50% Threshold | 100% Target | 200% Maximum | | Pre-Tax Pre-Provision Operating Return on Average Assets | | | | | | Operating Earnings per Share | | | | | | Revenue Growth | | | | | | Customer Satisfaction Rating | | | | |
Annual Cash Incentive Awards
The following table presents each NEO’s 2025 annual cash incentive calculated award payout potential relative to performance metrics as approved by the Talent and Compensation Committee, under the Management Incentive Plan, excluding the impact of the risk and discretionary modifiers.
Annual Cash Incentive Awards
| 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 | 250.0% | $2,812,500 | | Jefferson L. Harralson | 40.0 | 220,000 | 80.0 | 440,000 | 160.0 | 880,000 | | Richard W. Bradshaw | 50.0 | 337,500 | 100.0 | 675,000 | 200.0 | 1,350,000 | | Melinda Davis Lux | 40.0 | 220,000 | 80.0 | 440,000 | 160.0 | 880,000 | | Robert A. Edwards | 30.0 | 150,000 | 60.0 | 300,000 | 120.0 | 600,000 |
Annual Cash Incentive Awards
Each NEO’s award payout potential calculated relative to performance metrics is further subject to a risk modifier that allows the Talent and Compensation Committee the flexibility to adjust payouts downward based on capital levels, liquidity, credit quality, and
Annual Cash Incentive Awards
| 50 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Annual Cash Incentive Awards
other risk factors not directly captured though primary performance metrics. The Talent and Compensation Committee also has the flexibility to adjust payouts 20% upward or downward from calculated results. This flexibility allows for adjustments for unforeseen events, economic volatility, and / or risk management outcomes ensuring alignment between final pay and actual performance. As a result of applicable 2025 performance, the Talent and Compensation Committee approved a 2025 annual cash incentive award payout as calculated below:
Annual Cash Incentive Awards
| Performance Metric | Weight | 50% Threshold | 100% Target | 200% Maximum | 2025 Actual | 2025 Payout | | Pre-Tax Pre-Provision Operating Return on Average Assets(1) | | | | | 1.72% | 43.75% | | Operating Earnings per Share(1) | | | | | $2.71 | 51.08% | | Revenue Growth | | | | | 11.66% | 40.00% | | Customer Satisfaction Rating | | | | | 98.11% | 40.00% | | Performance Metrics Calculated Results | | | | | | 174.83% | | Discretionary Adjusted Performance Metrics Calculated Payout | | | | | | 154.97% |
Annual Cash Incentive Awards
(1) Our pre-tax pre-provision operating return on average assets and our operating earnings per share are non-GAAP financial measures. See 2025 Business Highlights for information regarding the required GAAP reconciliation and other information regarding these non-GAAP financial measures. While the Talent and Compensation Committee acknowledged the Company’s achievements in relation to the performance metrics, it also considered that the highest- performing banks in the Company’s peer group outperformed the Company. Consequently, the Talent and Compensation Committee decided that reducing the calculated payouts tied to the performance metrics by approximately 20 percentage points was appropriate. The following table presents each NEO’s 2025 annual cash incentive award payout potential and actual payout based on the Talent and Compensation Committee’s approval of a 2025 annual cash incentive award payout of 154.97% of target.
Annual Cash Incentive Awards
| Name | Target Payout Potential (as % of Base Salary) | Target Payout Potential | 2025 Actual Payout (154.97% of Target) | 2025 Actual Payout (as % of Base Salary) | | H. Lynn Harton | 125.0% | $1,406,250 | $2,179,212 | 193.71% | | Jefferson L. Harralson | 80.0 | 440,000 | 681,851 | 123.97 | | Richard W. Bradshaw | 100.0 | 675,000 | 1,046,022 | 154.97 | | Melinda Davis Lux | 80.0 | 440,000 | 681,851 | 123.97 | | Robert A. Edwards | 60.0 | 300,000 | 464,899 | 92.98 |
Annual Cash Incentive Awards
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 51 |
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards Each NEO’s long-term equity incentive award consists of two components: a time-based portion, which makes up 40% of the total award at target performance, and a performance-based portion, which accounts for the remaining 60% at target performance. The following table presents each NEO’s 2025 long-term equity incentive award payout potential relative to performance metrics as approved by the Talent and Compensation Committee, under the 2022 Omnibus Equity Plan.
Long-Term Equity Incentive Awards
| | | 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 | 250.0% | $1,125,026 | $1,598,766 | $3,996,914 | $2,723,792 | $5,121,940 | | Jefferson L. Harralson | 100.0 | 220,019 | 312,654 | 781,635 | 532,673 | 1,001,654 | | Richard W. Bradshaw | 125.0 | 337,515 | 479,633 | 1,199,083 | 817,148 | 1,536,598 | | Melinda Davis Lux | 100.0 | 220,019 | 312,654 | 781,635 | 532,673 | 1,001,654 | | Robert A. Edwards | 90.0 | 180,019 | 255,786 | 639,466 | 435,805 | 819,485 |
Long-Term Equity Incentive Awards
Time-Based Equity Incentive Awards Time-based equity incentive awards granted in January 2025 vested / will vest on February 15, 2026, February 15, 2027, February 15, 2028, and February 15, 2029. Performance-Based Equity Incentive Awards The Talent and Compensation Committee set and approved the following two performance metrics, the assigned weight for each metric, and the threshold, target, and maximum performance level for each metric for 2025 performance-based equity incentive awards.
Long-Term Equity Incentive Awards
| Performance Metric | Weight | 50% Threshold | 100% Target | 200% Maximum | | Core Return on Average Assets | | | | | | Increase in Tangible Book Value per Share plus Dividend | | | | |
Long-Term Equity Incentive Awards
The application of the TSR modifier adjusts the calculated performance payout — either increased or decreased — by up to 25%, depending on how the Company’s common stock performs over the three-year performance period relative to the total shareholder returns of the 2025 Compensation Peer Group. Performance-based equity incentive awards granted in January 2025 incorporate a cliff-vesting schedule based on a single three-year performance period (2025-2027) that will vest on February 15, 2028 assuming the executives remain employed with us, subject to certain exceptions.
Long-Term Equity Incentive Awards
| 52 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Executive Officer Compensation Realized for 2025
| Name | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | H. Lynn Harton | $1,125,000 | $1,330,909 | $2,179,212 | $118,565 | $4,753,686 | | Jefferson L. Harralson | 550,000 | 343,942 | 681,851 | 68,000 | 1,643,793 | | Richard W. Bradshaw | 675,000 | 391,028 | 1,046,022 | 69,620 | 2,181,670 | | Melinda Davis Lux | 550,000 | 273,348 | 681,851 | 42,500 | 1,547,699 | | Robert A. Edwards | 500,000 | 246,371 | 464,899 | 37,000 | 1,248,270 |
Stock Awards: Long-Term Equity Incentive Award Payouts
Stock Awards: Long-Term Equity Incentive Award Payouts Stock awards are reported in the following table for time-based equity incentive awards at the fair value of the actual payout of awards that vested in 2025 on their vesting dates. Stock awards are reported in the following table for performance-based equity incentive awards at the fair value on the vesting date of the actual payout of awards that vested in 2026, based on 2025 performance. The aggregate vest date fair value of stock awards included in the following table includes amounts voluntarily deferred under our Deferred Compensation Plan.
Stock Awards: Long-Term Equity Incentive Award Payouts
| Name | Time-Based Equity Incentive Award Payouts | Performance-Based Equity Incentive Award Payouts | Total Equity Incentive Award Payouts | | H. Lynn Harton | $482,737 | $848,172 | $1,330,909 | | Jefferson L. Harralson | 124,037 | 219,905 | 343,942 | | Richard W. Bradshaw | 141,608 | 249,420 | 391,028 | | Melinda Davis Lux | 100,133 | 173,215 | 273,348 | | Robert A. Edwards | 88,086 | 158,285 | 246,371 |
Stock Awards: Long-Term Equity Incentive Award Payouts
Stock awards are reported in the following table for performance-based equity incentive awards at the fair value at the vesting date of the actual payout of awards that vested in 2026, based on 2025 performance.
Stock Awards: Long-Term Equity Incentive Award Payouts
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 53 |
Stock Awards: Long-Term Equity Incentive Award Payouts
| Name | 2021 Performance- Based Equity Incentive Award Payout | 2023 Performance- Based Equity Incentive Award Payout | 2024 Performance- Based Equity Incentive Award Payout | Total Performance- Based Equity Incentive Award Payout | | H. Lynn Harton | $149,576 | $344,563 | $354,033 | $848,172 | | Jefferson L. Harralson | 48,660 | 84,499 | 86,746 | 219,905 | | Richard W. Bradshaw | 48,661 | 98,461 | 102,298 | 249,420 | | Melinda Davis Lux | 40,055 | 55,400 | 77,760 | 173,215 | | Robert A. Edwards | 45,792 | 55,400 | 57,093 | 158,285 |
Stock Awards: Long-Term Equity Incentive Award Payouts
With respect to the performance-based equity incentive awards granted in 2021, the Talent and Compensation Committee determined the vested amount by comparing our return on average assets to that of the compensation peer group in place at the time the 2021 awards were granted, as follows:
Stock Awards: Long-Term Equity Incentive Award Payouts
| Performance Metric | Weight | 0% Threshold | 100% Target | 150% Maximum | 2025 Actual | 2025 Payout | | Return on Average Assets | | | | | 45th Percentile | 78.80% |
Stock Awards: Long-Term Equity Incentive Award Payouts
This calculated performance metric payout was then adjusted based on the Company’s 2025 one-year TSR relative to the compensation peer group in effect at the time of the grant of the 2021 performance-based equity incentive awards. The Company was in the 54th percentile on this measure, resulting in an adjustment factor of 103.47%. The return on average result of 78.80% adjusted for the TSR adjustment factor of 103.47% resulted in an award payout of 81.53% of target. In 2022, we adjusted the timing of our annual long-term equity incentive awards for executive officers to better align with annual compensation discussions, moving the grant date from its typical schedule in September to January. Consequently, no long-term equity incentive awards were granted to executive officers during the 2022 calendar year. Although this change did not impact the total number of time-based equity incentive awards granted to our executive officers, it did result in a delayed vesting schedule, with awards now vesting six months later than they did under prior grants. However, our performance-based equity incentive awards granted in 2023 and 2024 continued to cover each performance year as they would have if no timing change had occurred. With respect to the performance-based equity incentive awards granted in 2023 and 2024, the Talent and Compensation Committee determined the vested amount by comparing our return on average assets to that of the compensation peer group in place at the time the 2023 and 2024 awards were granted, as follows:
Stock Awards: Long-Term Equity Incentive Award Payouts
| Performance Metric | Weight | 50% Threshold | 100% Target | 150% Maximum | 2025 Actual | 2025 Payout | | Return on Average Assets | | | | | 44th Percentile | 88.00% |
Stock Awards: Long-Term Equity Incentive Award Payouts
This calculated performance metric payout was then adjusted based on the Company’s 2025 one-year TSR relative to the compensation peer group in effect at the time of the grant of the 2023 and 2024 performance-based equity incentive awards. The Company was in the 54th percentile on this measure, resulting in an adjustment factor of 103.47%. The return on average result of 88.00% adjusted for the TSR adjustment factor of 103.47% resulted in an award payout of 91.05% of target.
Stock Awards: Long-Term Equity Incentive Award Payouts
| 54 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Dividend Equivalent on Long-Term Equity Incentive Awards
Dividend Equivalent on Long-Term Equity Incentive Awards Long-term equity incentive awards accrue dividend equivalents as though the awards were actual shares of our common stock. However, these dividend equivalents are only paid to the extent that the underlying award is earned and vested. The Talent and Compensation Committee believes that allowing dividend equivalents to accrue on outstanding awards aligns the interests of the NEOs with the Company’s financial goals and motivates them to focus on delivering value to shareholders through dividends.
Tax Deductibility of Compensation
Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits United Community’s ability to deduct U.S. federal income tax for compensation paid to our Chief Executive Officer, Chief Financial Officer, and certain other highly compensated executive officers — including the next three highest paid executives at the end of the calendar year. Under this rule, United Community may only deduct up to $1,000,000 per year, per covered officer, for annual compensation. If a covered officer’s total taxable compensation — including salary, bonuses, income from stock options or equity award vesting, and other forms of taxable compensation — exceeds $1,000,000 in a given year, any amount above that threshold is not deductible for federal income tax purposes. While the Talent and Compensation Committee does not have a formal policy on the tax deductibility of executive compensation, it considers tax deductibility alongside other factors as part of its broader compensation philosophy. Accordingly, the Talent and Compensation Committee reserves the right to approve compensation that may not be deductible in situations it deems appropriate.
Change-in-Control Continuity 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: • 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); • 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”); • 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; • 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; • 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 Outplacement services at a cost of up to 10% of the NEO’s base salary. 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,
Change-in-Control Continuity Agreements
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 57 |
Change-in-Control Continuity Agreements
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, regarding 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
Harton Employment Agreement Under the terms of the Harton Employment Agreement, Mr. Harton will continue to serve as our Chairman of the Board, Chief Executive Officer, and President as well as Chairman of the Board and Chief Executive Officer 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: • 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”); • An amount equal to 2.5 multiplied by the sum of Mr. Harton’s base salary and Target Incentive Award Opportunity; and • An amount equal to 30 multiplied by the amount of the monthly COBRA premium for the group health care plans based on the coverage applicable to Mr. Harton before the date of termination (the “Health Benefits”). If Mr. Harton’s employment is terminated due to death or disability, Mr. Harton (or his estate) would be entitled to receive the Pro Rata Cash Incentive, plus, in the case of disability only, the Health Benefits. The Harton Employment Agreement contains restrictive covenants which provide for (a) perpetual confidentiality and mutual nondisparagement; (b) restrictions on interfering with our customers while employed and for one year thereafter; (c) restrictions on interfering with our employees while employed and for two years thereafter and (d) restrictions on competing with our business while employed and for one year thereafter.
Bradshaw Employment Agreement
Bradshaw Employment Agreement Under the terms of the Bradshaw Employment Agreement, Mr. Bradshaw will continue to serve as our Chief Banking Officer as well as President and Chief Banking Officer of the Bank. The Bradshaw Employment Agreement has a one-year term that began February 10, 2025 and extends 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. As previously noted, Mr. Bradshaw’s Change-in-Control Continuity Agreement will supersede the Bradshaw Employment Agreement upon a change in control of the Company. Under the terms of the Bradshaw Employment Agreement, Mr. Bradshaw’s base salary shall be no less than, $675,000, his annual cash incentive opportunity at target is not less than 100% of base salary (the “Target Incentive Award Opportunity”), and his annual long-term equity incentive award opportunity will have a grant date fair value of not less than 125% 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. Bradshaw’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.
Bradshaw Employment Agreement
| 58 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Bradshaw Employment Agreement
Upon a termination of Mr. Bradshaw’s employment without “cause” (other than by reason of his death or disability) or by Mr. Bradshaw for “good reason” (as such terms are defined in the Bradshaw Employment Agreement), Mr. Bradshaw 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: • 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”); • An amount equal to 1.5 multiplied by the sum of Mr. Bradshaw’s base salary and Target Incentive Award Opportunity; and • An amount equal to 18 multiplied by the amount of the monthly COBRA premium for the group health care plans based on the coverage applicable to Mr. Bradshaw before the date of termination (the “Health Benefits”). If Mr. Bradshaw’s employment is terminated due to death or disability, Mr. Bradshaw (or his estate) would be entitled to receive the Pro Rata Cash Incentive, plus, in the case of disability only, the Health Benefits. The Bradshaw Employment Agreement contains restrictive covenants which provide for (a) perpetual confidentiality and mutual nondisparagement; (b) restrictions on interfering with our customers while employed and for one year thereafter; (c) restrictions on interfering with our employees while employed and for two years thereafter and (d) restrictions on competing with our business while employed and for one year thereafter. The Talent and Compensation Committee believes that the terms of the Change-in-Control Continuity Agreements and the Harton and Bradshaw Employment Agreements are standard for a financial institution in the markets in which we operate.
Summary Compensation Table
Summary Compensation Table The following table presents 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 ($)(3) | Nonequity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | H. Lynn Harton Chief Executive Officer & President | 2025 | $1,125,000 | $2,723,792 | $2,179,212 | $42,144 | $118,565 | $6,188,713 | | | 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 | | Jefferson L. Harralson Chief Financial Officer | 2025 | 550,000 | 532,674 | 681,851 | 122,925 | 68,000 | 1,955,450 | | | 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 | | Richard W. Bradshaw Chief Banking Officer | 2025 | 675,000 | 817,148 | 1,046,022 | 169,246 | 69,620 | 2,777,036 | | | 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 | | Melinda Davis Lux Chief Administrative Officer & General Counsel | 2025 | 550,000 | 532,674 | 681,851 | —(7) | 42,500 | 1,807,025 | | | 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 | | Robert A. Edwards Chief Risk Officer | 2025 | 500,000 | 435,805 | 464,899 | 130,117 | 37,000 | 1,567,821 | | | 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 |
Summary Compensation Table
(1) Reflects current principal positions. (2) Includes any amounts voluntarily deferred under our Deferred Compensation Plan. See Nonqualified Deferred Compensation. 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, 2025, filed with the SEC on February 17, 2026, for additional information regarding 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 ($) | Robert A. Edwards ($) | | 2025 | $5,121,940 | $1,001,654 | $1,536,598 | $1,001,654 | $819,485 | | 2024 | 3,274,114 | 802,255 | 946,090 | 719,060 | 527,918 | | 2023 | 3,370,662 | 826,617 | 963,046 | 541,729 | 541,729 |
Summary Compensation Table
| 60 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Summary Compensation Table
(4) Represents amount awarded under our Management Incentive Plan. (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 5.35% 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. The following negative 2024 amounts are excluded from being reported in this column: Harton ($261,384). The 2025 change in actuarial present value reflects an additional year of service rendered by participants, age increases reflecting that each participant is one year closer to retirement and changes in key actuarial assumptions, principally, discount rate assumptions. Our Deferred Compensation Plan does not credit above-market or preferential earnings. (6) The following table presents the amount reported in the All Other Compensation column for 2025.
Summary Compensation Table
| Name | Auto Allowance ($) | Club Membership Dues ($) | Employer Contributions to the Deferred Compensation Plan ($) | Employer Contributions to the 401(k) Plan ($) | Total ($) | | H. Lynn Harton | $15,000 | $47,315 | $38,750 | $17,500 | $118,565 | | Jefferson L. Harralson | 15,000 | 25,500 | 10,000 | 17,500 | 68,000 | | Richard W. Bradshaw | 15,000 | 20,870 | 16,250 | 17,500 | 69,620 | | Melinda Davis Lux | 15,000 | — | 10,000 | 17,500 | 42,500 | | Robert A. Edwards | 12,000 | — | 7,500 | 17,500 | 37,000 |
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. 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.
Summary Compensation Table
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 61 |
Grant of Plan-Based Awards
Grant of Plan-Based Awards The following table presents: • Each NEO’s 2025 annual cash incentive award opportunity, as detailed under Estimated Future Payouts Under Cash Incentive Plan Awards; and • Each NEO’s long-term equity incentive award opportunity for grants made in 2025, as detailed under Estimated Future Payouts Under Equity Incentive Plan Awards. See Summary Compensation Table for information regarding actual annual cash incentives earned by the NEOs in 2025. See Compensation Discussion and Analysis: Executive Officer Compensation Realized for 2025, Stock Awards: Long-Term Equity Incentive Award Payouts for information regarding actual time-based equity incentive awards that vested in 2025 and performance-based equity incentive awards that vested in 2026, based on 2025 performance, for the NEOs. 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
| Name | Grant Date | Estimated Future Payouts Under Cash Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | H. Lynn Harton | | $703,125 | $1,406,250 | $2,812,500 | | | | | | | | 2/10/2025 | | | | 17,701 | 47,203 | 118,008 | | $1,598,766 | | | 2/10/2025 | | | | | | | 33,216 | 1,125,026 | | Jefferson L. Harralson | | 220,000 | 440,000 | 880,000 | | | | | | | | 2/10/2025 | | | | 3,462 | 9,231 | 23,078 | | 312,654 | | | 2/10/2025 | | | | | | | 6,496 | 220,019 | | Richard W. Bradshaw | | 337,500 | 675,000 | 1,350,000 | | | | | | | | 2/10/2025 | | | | 5,310 | 14,161 | 35,403 | | 479,633 | | | 2/10/2025 | | | | | | | 9,965 | 337,515 | | Melinda Davis Lux | | 220,000 | 440,000 | 880,000 | | | | | | | | 2/10/2025 | | | | 3,462 | 9,231 | 23,078 | | 312,654 | | | 2/10/2025 | | | | | | | 6,496 | 220,019 | | Robert A. Edwards | | 150,000 | 300,000 | 600,000 | | | | | | | | 2/10/2025 | | | | 2,832 | 7,552 | 18,880 | | 255,786 | | | 2/10/2025 | | | | | | | 5,315 | 180,019 |
Grant of Plan-Based Awards
(1) Represents each NEO’s 2025 annual cash incentive award payout potential calculated based on achievement of the performance metrics over the 2025 performance period. Each NEO’s award payout potential calculated based on achievement of the performance metrics is also subject to a risk modifier that allows the Talent and Compensation Committee the flexibility to adjust payouts downward based on capital levels, liquidity, credit quality, and other risk factors not directly captured though primary performance metrics. The Talent and Compensation Committee also has the flexibility to adjust payouts 20% upward or downward from calculated results. This flexibility allows for adjustments for unforeseen events, economic volatility, and / or risk management outcomes ensuring alignment between final pay and actual performance. (2) Represents each NEO’s 2025 performance-based equity incentive award payout potential calculated based on achievement of the performance metrics over the performance period. The performance-based equity incentive awards were granted with a cliff-vesting schedule based on a single three-year performance period (2025 – 2027) with vesting on February 15, 2028. (3) Represents the number of TRSUs that will vest in four equal installments with 25% vesting on February 15 of each of the following years: 2026, 2027, 2028, and 2029, assuming the executives remain employed with us, subject to certain exceptions. 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 February 10, 2025 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, 2025, filed with the SEC on February 17, 2026, for information regarding valuation assumptions.
Grant of Plan-Based Awards
| 62 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents, for each NEO, the number and value of unvested restricted stock unit awards as of December 31, 2025. No NEOs had any stock options exercisable or unexercisable as of December 31, 2025. 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 | 9/1/2021 | 4,328(3) | $135,120 | — | $ — | | | 1/5/2023 | 19,410(4) | 605,980 | 10,950(6) | 341,859 | | | 1/4/2024 | 32,973(4) | 1,029,417 | 22,500(6) | 702,450 | | | 2/10/2025 | 33,216(5) | 1,037,004 | 47,203(7) | 1,473,678 | | Jefferson L. Harralson | 9/1/2021 | 1,408(3) | 43,958 | — | — | | | 1/5/2023 | 4,760(4) | 148,607 | 2,685(6) | 83,826 | | | 1/4/2024 | 8,079(4) | 252,226 | 5,512(6) | 172,085 | | | 2/10/2025 | 6,496(5) | 202,805 | 9,231(7) | 288,192 | | Richard W. Bradshaw | 9/1/2021 | 1,408(3) | 43,958 | — | — | | | 1/5/2023 | 5,545(4) | 173,115 | 3,128(6) | 97,656 | | | 1/4/2024 | 9,528(4) | 297,464 | 6,501(6) | 202,961 | | | 2/10/2025 | 9,965(5) | 311,107 | 14,161(7) | 442,106 | | Melinda Davis Lux | 9/1/2021 | 1,159(3) | 36,184 | — | — | | | 1/5/2023 | 3,120(4) | 97,406 | 1,760(6) | 54,947 | | | 1/4/2024 | 7,241(4) | 226,064 | 4,941(6) | 154,258 | | | 2/10/2025 | 6,496(5) | 202,805 | 9,231(7) | 288,192 | | Robert A. Edwards | 9/1/2021 | 1,325(3) | 41,367 | — | — | | | 1/5/2023 | 3,120(4) | 97,406 | 1,760(6) | 54,947 | | | 1/4/2024 | 5,316(4) | 165,966 | 3,628(6) | 113,266 | | | 2/10/2025 | 5,315(5) | 165,934 | 7,552(7) | 235,773 |
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, 2025 as reported by the New York Stock Exchange. (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. (3) Includes the unvested portion of PRSUs relative to the 2025 performance period which were earned as of December 31, 2025 and vested on February 15, 2026. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group companies as adjusted by the total shareholder return modifier. Relative to the 2025 performance period, PRSUs were earned (and are included) at 0.82x the number of units granted. Includes the unvested portion of TRSUs that vest in four equal annual installments, beginning on February 15th of the year following the grant and continuing annually for the next three years as well as a portion of the PRSUs relative to the 2025 performance period which were earned as of December 31, 2025 and vested on February 15, 2026. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group companies as adjusted by the total shareholder return modifier. Relative to the 2025 performance period, PRSUs were earned (and are included) at 0.91x the number of units granted.
Outstanding Equity Awards at Fiscal Year-End
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 63 |
Outstanding Equity Awards at Fiscal Year-End
(5) Includes the unvested portion of TRSUs that vest in four equal annual installments, beginning on February 15th of the year following the grant and continuing annually for the next three years. (6) Includes a portion of PRSUs relative to future performance periods which were unearned as of December 31, 2025. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group 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 metrics. (7) Includes a portion of PRSUs relative to future performance periods which were unearned as of December 31, 2025. These PRSUs are earned based on our core return on average assets and our tangible book value per share plus dividend for the applicable performance period relative to the designated peer group 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 metrics.
Stock Vested
Stock Vested The following table presents the value realized upon the vesting and settlement of restricted stock units for the NEOs during 2025. 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(2) | 34,187 | $1,139,084 | | Jefferson L. Harralson | 9,422 | 313,677 | | Richard W. Bradshaw(3) | 10,078 | 335,634 | | Melinda Davis Lux | 7,282 | 242,348 | | Robert A. Edwards | 6,900 | 229,363 |
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. (2) Mr. Harton elected to defer 19,610 shares acquired on vesting with a realized value on vesting of $656,347. (3) Mr. Bradshaw elected to defer 3,944 shares acquired on vesting with a realized value on vesting of $131,167.
Pension Benefits
Pension Benefits The following table presents select retirement benefit information for 2025 for each NEO. Certain columns specified for this table by Item 402(h) of Regulation S-K have been omitted because they were not applicable.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | | H. Lynn Harton | Modified Retirement Plan | 13.3 | $2,997,108 | | Jefferson L. Harralson | Modified Retirement Plan | 8.7 | 648,033 | | Richard W. Bradshaw | Modified Retirement Plan | 11.8 | 1,093,976 | | Melinda Davis Lux | Modified Retirement Plan | — | — | | Robert A. Edwards | Modified Retirement Plan | 10.9 | 784,300 |
Pension Benefits
See Note 20 of our annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 17, 2026, for disclosure 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.
Pension Benefits
| 64 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
Pension Benefits
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 2025 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 2025 ($)(1) | Company Contributions in 2025 ($)(2) | Account Earnings in 2025 ($) | Aggregate Balance at December 31, 2025 ($) | | H. Lynn Harton | $666,076 | $38,750 | $12,324 | $4,928,715 | | Jefferson L. Harralson | — | 10,000 | 1,587 | 70,667 | | Richard W. Bradshaw | 126,540 | 16,250 | 7,786 | 688,968 | | Melinda Davis Lux | — | 10,000 | 18,521 | 430,154 | | Robert A. Edwards | — | 7,500 | 10,626 | 102,178 |
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. (2) All Company contributions are included in the Summary Compensation Table under the column heading All Other 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% 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.
Nonqualified Deferred Compensation
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 65 |
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 presents the estimated severance compensation payable to our NEOs, assuming separation from service on December 31, 2025, 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 | $— | $— | $12,106,402 | $15,650,825 | $7,557,950 | $7,501,910 | | Jefferson L. Harralson | — | — | 810,994 | 4,124,598 | 1,194,508 | 1,876,359 | | Richard W. Bradshaw | — | — | 4,113,473 | 5,540,742 | 2,614,390 | 2,614,390 | | Melinda Davis Lux | — | — | 705,213 | 3,923,820 | 1,059,857 | 1,741,708 | | Robert A. Edwards | — | — | 364,283 | 2,722,299 | 472,952 | 937,851 |
Potential Payouts Upon Termination or Change of Control
(1) Our NEOs currently receive PRSUs that vest, in the case of Messrs. Harton and Bradshaw, in full upon retirement at age 67, and in the case of our other NEOs, at age 65, in a pro-rated amount based upon the number of days that the NEO was employed during the performance period. In addition, Messrs. Harton and Bradshaw currently receive TRSUs that vest upon retirement at age 67. Except as described in the preceding two sentences, there are no other benefits payable to our NEOs upon retirement, except as described under 2025 Pension Benefits and Nonqualified Deferred Compensation. At December 31, 2025, none of our NEOs had reached the age at which they were eligible to retire under the applicable award agreements. (2) In all cases of termination (including termination for “cause” and a resignation other than for “good reason”), a NEO also would receive: • “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 • “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.
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information: For fiscal 2025, our last completed fiscal year: • The median of the annual total compensation of all employees of our company (other than Mr. Harton) was $65,336; and • The annual total compensation of Mr. Harton, our Chief Executive Officer and President, was $6,188,713. Based on this information, the ratio for 2025 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 95 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: • As of December 31, 2025, our employee population consisted of 3,087 individuals (3,086 excluding the CEO), including any full-time, part-time, temporary, or seasonal employees employed on that date. • To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2025. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2025, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all employees who were included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2025 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 2025, resulting in annual total compensation of $65,336. • With respect to the annual total compensation of our CEO, we used the amount reported in the Total column of our 2025 Summary Compensation Table.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and nonPEO NEOs, as well as Company performance for the fiscal years listed below.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for H. Lynn Harton ($)(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) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Return on Average Assets(5) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | $6,188,713 | $6,064,365 | $2,026,833 | $1,916,932 | $128 | $131 | $328 | 1.17% | | 2024 | 4,919,248 | 5,167,743 | 1,637,367 | 1,658,142 | 128 | 127 | 252 | 1.09 | | 2023 | 3,740,470 | 2,896,904 | 1,244,360 | 946,213 | 112 | 116 | 188 | 0.90 | | 2022 | 2,538,380 | 2,891,751 | 921,908 | 1,017,383 | 125 | 121 | 277 | 1.22 | | 2021 | 3,015,446 | 4,424,072 | 1,136,941 | 1,494,952 | 129 | 133 | 270 | 1.42 |
Pay Versus Performance Disclosure
(1) In each of the years in question, Mr. Harton was our PEO and the remaining NEOs consisted of Messrs. Harralson, Bradshaw, and Edwards and Ms. Davis Lux. (2) Compensation Actually Paid is calculated in accordance with Item 402(v) of Regulation S-K and does not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total Compensation, adjusted as described in footnote 3 below. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the NEOs as set forth below. Equity
Pay Versus Performance Disclosure
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 69 |
Pay Versus Performance Disclosure
values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts set forth in the Stock Awards column of the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column are the amounts set forth in the Change in Pension Value column in the Summary Compensation Table and Nonqualified Deferred Compensation Earnings column in the Summary Compensation Table, if applicable. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for H. Lynn Harton ($) | 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 ($) | | 2025 | $6,188,713 | $(42,144) | $(2,723,792) | $185,164 | $2,456,424 | $6,064,365 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for NonPEO NEOs ($) | 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 ($) | | 2025 | $2,026,833 | $(105,572) | $(579,575) | $52,571 | $522,675 | $1,916,932 |
Pay Versus Performance Disclosure
* The amounts in the Inclusion of Equity Values in the two preceding tables are derived from the amounts set forth in the following tables. During 2025, no equity awards were both granted and vested in the same year nor were any equity awards forfeited.
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for H. Lynn Harton ($) | 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 ($) | | 2025 | $2,508,157 | $(87,330) | $35,597 | $2,456,424 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for NonPEO NEOs ($) | 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 ($) | | 2025 | $533,675 | $(19,524) | $8,524 | $522,675 |
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 on Form 10-K for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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. 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 2025. We may determine a different financial performance measure to be the most important financial performance measure in future years.
Pay Versus Performance Disclosure
| 70 | 2026 PROXY STATEMENT | Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation |
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 presents 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.
PEO and Average NonPEO NEO Compensation Actually Paid Versus TSR
PEO and Average NonPEO NEO Compensation Actually Paid Versus TSR
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 chart presents the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NonPEO NEOs, and our net income during the five most recently completed fiscal years.
PEO and Average NonPEO NEO Compensation Actually Paid Versus Net Income
PEO and Average NonPEO NEO Compensation Actually Paid Versus Net Income
PEO and Average NonPEO NEO Compensation Actually Paid Versus Net Income
| Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation | 2026 PROXY STATEMENT | 71 |
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 presents the relationship between Compensation Actually Paid to our NEOs and return on average assets during the five most recently completed fiscal years.
PEO and Average NonPEO NEO Compensation Actually Paid Versus Return on Average Assets
PEO and Average NonPEO NEO Compensation Actually Paid Versus Return on Average Assets
Shareholder Recommendations for Director Nominees
Shareholder Recommendations for Director Nominees For details on how to submit a director nominee for consideration at the 2027 Annual Meeting of Shareholders, please refer to Proposal 1: Election of Directors — Board Structure and Procedures: Process for Shareholders to Recommend Individuals for Consideration by the Nominating and Corporate Governance Committee. The Shareholder Nomination and Communication Procedures are also posted in the Investor Relations > Corporate Governance section of our website (www.ucbi.com). Written notices must be received no later than December 2, 2026, which is 120 days prior to the anniversary date of the Company’s Proxy Statement made available to shareholders in connection with the 2026 Annual Meeting. In addition to following the procedures outlined above, shareholders who plan to solicit proxies in support of a director candidate other than the Company’s nominees for consideration by the shareholders at the 2027 Annual Meeting of Shareholders must also adhere to the SEC’s universal proxy card requirements under Rule 14a-19. Specifically, Rule 14a-19 requires shareholders to submit notice by March 14, 2027, including all information and disclosures mandated by the rule. If the 2027 Annual Meeting of Shareholders is scheduled on a date that falls outside 30 calendar days of the anniversary of the 2026 Annual Meeting, the notice deadline will be either 60 days prior to the 2027 Annual Meeting of Shareholders or the close of business on the tenth calendar day following the day on which a public announcement of the date of the 2027 Annual Meeting of Shareholders is first made, whichever is later.