UNITED COMMUNITY BANKS INC
For the period ended May 14, 2025. Filed Apr 2, 2025.
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May 14, 2025 · Filed Apr 2, 2025
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UNITED STATES
**SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant | ☒ |
|---|
| Filed by a Party other than the Registrant | ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for use of the Commission only (as permitted by Rule 14A-6(E)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
United Community Banks, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
April 2, 2025
Dear Shareholders,
At United Community, we have worked hard to build a strong team, deliver exceptional customer service, and adopt a smart growth strategy—so we can be a consistent performer regardless of the environment. Coming out of 2023, a turbulent environment for all banks, we were well prepared, with strong capital and liquidity, to execute well in 2024. For the year, deposits grew by $150 million, or 1%, and loans, excluding the sale of our Manufactured Housing portfolio, grew by 1%. Operating earnings per share increased by 9% for the year, and our operating Return on Assets reached 1.08% in the final quarter of the year. We believe we are well prepared for a strong 2025.
In addition to solid financial performance, our team continued to do the right things in 2024 to build long-term success. United was recognized by J.D. Power for the tenth time as #1 in Customer Satisfaction with Consumer Banking in the Southeast. We were also recognized for being #1 in Trust in the Southeast. We received 15 Greenwich Awards for excellence in small business and middle-market banking, and, for the eighth consecutive year, American Banker named us one of the Best Banks to Work For—one of only two banks with an asset size greater than $10 billion to make the list eight years in a row.
We announced our merger with American National Bank, strengthening our presence in Florida and expanding our market footprint in this high-growth region. We added strength to our Board by adding Sally Pope Davis, one of the most respected bank investors in the country, further solidifying our United Board as one of the best in the business. I continue to be honored to work with a Board that represents you and United so well.
In closing, I would like to say thank you to a longtime Board member who will be retiring in 2025. David Shaver has served United since 2016 and brought a wealth of knowledge and experience that has guided us well over the years. We are grateful for all he has done for us and wish him well in his next chapter.
We will hold the 2025 Annual Meeting of Shareholders at 3:00pm ET on May 14, 2025. The 2025 Annual Meeting will again be held in a virtual meeting format. It is important that your shares be represented at the 2025 Annual Meeting, and we hope that you will participate. You can gain access to the 2025 Annual Meeting at www.virtualshareholdermeeting. com/ UCBI2025. Even if you anticipate participating in the virtual meeting, we ask that you please vote your proxy either by mail, telephone, or over the Internet in advance of the 2025 Annual Meeting to ensure that your shares will be represented.
I look forward to updating you on developments in our business at the 2025 Annual Meeting.
Sincerely,
H. Lynn Harton
Chairman, President, and Chief Executive Officer
Notice of Annual Meeting of Shareholders
| Date and Time: | May 14, 2025 |
|---|---|
| 3:00 p.m. Eastern Time | |
| Place: | We will host the 2025 Annual Meeting of Shareholders by webcast. You may attend virtually at www.virtualshareholdermeeting.com/UCBI2025. |
| Items of Business: | 1. | Proposal to elect the 12 nominees listed in the accompanying Proxy Statement to our Board of Directors |
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| 2. | Proposal to approve, on an advisory basis, the compensation paid to our Named Executive Officers | |
| 3. | Proposal to approve, on an advisory basis, the frequency of the advisory vote on executive compensation | |
| 4. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 |
| Shareholders will also consider such other business as may properly come before the meeting or any adjournment thereof. | |
| Record Date: | You may vote at the meeting if you were a shareholder of record at the close of business on March 17, 2025. |
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| Voting: | You may vote your shares by Internet or telephone as directed in the proxy materials. If you received a printed copy of the proxy materials, you may also complete, sign, and return the enclosed proxy card or voting instruction form by mail. Voting in any of these ways will not prevent you from participating in or voting your shares at the annual meeting. We encourage you to vote by Internet or telephone to reduce mailing and handling expenses. |
| Internet Availability of Proxy Materials: | Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 14, 2025: This Notice of Annual Meeting, the accompanying Proxy Statement, and our 2024 Annual Report to Shareholders (which includes our Form 10-K for the year ended December 31, 2024) are available at www.proxyvote.com as well as our corporate website, www. ucbi.com. |
By order of the Board of Directors,
Melinda Davis Lux
General Counsel and Corporate Secretary
200 East Camperdown Way
Greenville, South Carolina 29601
April 2, 2025
Proxy Statement
Table of Contents
| Summary | 1 |
|---|---|
| Proxy Materials | 1 |
| Proposals for Your Vote at the 2025 Annual Meeting | 1 |
| Voting Your Shares | 1 |
| Participating in the Virtual 2025 Annual Meeting | 1 |
| Additional Information | 1 |
| Proposal 1: Election of Directors | 2 |
| Overall Board Composition and Size | 3 |
| Identifying and Evaluating Director Candidates | 3 |
| Recent Board Refreshment | 4 |
| Board Qualifications and Experience | 5 |
| Director Nominees for Election | 7 |
| Process for Shareholder to Recommend Individuals for Consideration by the Nominating and Corporate Governance Committee | 15 |
| Corporate Governance | 16 |
| Our Board of Directors | 16 |
| Director Independence | 16 |
| Board Leadership Structure | 17 |
| Board Evaluation | 18 |
| Board Continuing Education and Development | 18 |
| New Director Orientation | 19 |
| CEO and Key Management Succession Planning | 19 |
| Board Committees | 20 |
| Board and Committee Meeting Attendance | 22 |
| United Community Growth Roadmap | 23 |
| Board Oversight of Risk | 23 |
| Information Security and Cyber Awareness | 23 |
| Audit Committee Financial Expert | 24 |
| Share Ownership Guidelines, Insider Trading and Anti-Hedging Policy | 24 |
| Code of Business Conduct and Ethics | 24 |
| Communications with Board of Directors | 25 |
| Corporate Governance Information | 25 |
| Transactions with Management and Others | 26 |
| Policy with Respect to Approval of Related-Party Transactions | 26 |
| 2024 Related-Party Transactions | 26 |
| Director Compensation | 27 |
| Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation | 29 |
| Proposal 3: Advisory Vote on Frequency of Say-On-Pay Vote | 30 |
| Executive Officers | 31 |
|---|---|
| Executive Compensation | 33 |
| Compensation Discussion and Analysis | 33 |
| Summary Compensation Table | 47 |
| Grant of Plan-Based Awards | 48 |
| Outstanding Equity Awards at Fiscal Year-End | 49 |
| Stock Vested | 50 |
| Pension Benefits | 50 |
| Nonqualified Deferred Compensation | 51 |
| Potential Payouts Upon Termination or Change of Control | 52 |
| Compensation Committee Interlocks and Insider Participation | 54 |
| Compensation Risk Considerations | 54 |
| CEO Pay Ratio Disclosure | 55 |
| Equity Compensation Plan Information | 55 |
| Pay Versus Performance Disclosure | 56 |
| Relationship Between PEO and NonPEO NEO Compensation Actually Paid, Company Shareholder Return and Peer Group TSR | 57 |
| Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Net Income | 57 |
| Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Company-Selected Measure | 58 |
| Most Important Financial Performance Measures | 58 |
| Security Ownership | 59 |
| Security Ownership of Certain Beneficial Owners | 59 |
| Security Ownership of Management | 60 |
| Fees Paid to Auditors | 61 |
| Audit Committee Report | 62 |
| Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm | 63 |
| Solicitation, Meeting and Voting Information | 64 |
| Shareholder Proposals for 2026 Annual Meeting of Shareholders | 71 |
| Shareholder Proposals Under Exchange Act Rule 14a-8 | 71 |
| Other Shareholder Proposals | 71 |
| Shareholder Recommendations for Director Nominees | 71 |
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