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

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Filed by a Party other than the Registrant ☐

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☐	Soliciting Material under §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)

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Letter to our Shareholders

April 5, 2023

Dear Fellow Shareholders:

We will hold the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) of United Community Banks, Inc. at 3:00 P.M. Eastern time on Wednesday, May 17, 2023. The 2023 Annual Meeting will again this year be held in a virtual meeting format only. You will not be able to physically attend the 2023 Annual Meeting.

We are also providing access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules, which means that our shareholders will receive a Notice of Internet Availability that informs them how to access our proxy materials, including the accompanying Notice of 2023 Annual Meeting of Shareholders and Proxy Statement. These materials describe the matters to be acted upon and are available at www.proxyvote.com and at our corporate website www.ucbi.com. The Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2022 are also available at those websites.

It is important that your shares be represented at the 2023 Annual Meeting. To gain access to the 2023 Annual Meeting at www.virtualshareholdermeeting.com/UCBI2023, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the 2023 Annual Meeting by following the instructions available on the meeting website during the meeting. We hope you will participate in the 2023 Annual Meeting. However, 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 2023 Annual Meeting to ensure that your shares will be represented.

I look forward to updating you on developments in our business at the 2023 Annual Meeting.

Sincerely,

H. LYNN HARTON

Chairman, President and Chief Executive Officer

2 W E S T WA S H I N G T O N S T R E E T, S U I T E 7 0 0 | G R E E N V I L L E , S O U T H C A R O L I N A 2 9 6 0 1

Notice of Annual Meeting of Shareholders

Date and Time:	May 17, 2023
	3:00 P.M. Eastern Time

Place:	There will be no physical location for shareholders to attend. Shareholders may only participate online by logging in virtually at www.virtualshareholdermeeting.com/UCBI2023.

Items of Business:	1. Proposal to elect the eleven nominees listed in the accompanying Proxy Statement to our Board of Directors 2. Proposal to approve, on an advisory basis, the compensation paid to our Named Executive Officers 3. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 4. Such other business as may properly come before the 2023 Annual Meeting of Shareholders 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 20, 2023.

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 17, 2023: This Notice of Annual Meeting, the accompanying Proxy Statement, our 2022 Annual Report and our 2022 Annual Report on Form 10-K 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

Greenville, South Carolina

April 5, 2023

Proxy Statement

Table of Contents

Summary	1
Proxy Materials	1
Proposals for Your Vote at the 2023 Annual Meeting	1
Voting Your Shares	1
Participating in the Virtual 2023 Annual Meeting	1
Additional Information	1

Proposal 1: Election of Directors	2
Overall Board Composition and Size	3
Identifying and Evaluating Director Candidates	3
Board Qualifications and Experience	4
Director Nominees for Election	6
Process for Shareholder to Recommend Individuals for Consideration by the Nominating and Corporate Governance Committee	12

Corporate Governance	13
Our Board of Directors	13
Director Independence	14
Board Leadership Structure	14
Board Evaluation	15
Board Education and Development	15
CEO and Key Management Succession Planning	16
Board Committees	16
Board and Committee Meeting Attendance	19
Board Oversight of Risk	19
Information Security and Cyber Awareness	19
Audit Committee Financial Expert	20
Share Ownership Guidelines and Anti-Hedging Policy	20
Code of Ethical Conduct	20
Communications with Board of Directors	20
Corporate Governance Information	20

Director Compensation	21

Transactions with Management and Others	22
Policy with Respect to Approval of Related Party Transactions	22
2022 Related Party Transactions	22

Executive Officers	23

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation	25

Executive Compensation	26
Compensation Discussion and Analysis	26
Summary Compensation Table	44
Grant of Plan-Based Awards	45
Outstanding Equity Awards at Fiscal Year-End	46
Stock Vested	47
Pension Benefits	47
Nonqualified Deferred Compensation	48
Potential Payouts Upon Termination or Change of Control	49
Compensation Committee Interlocks and Insider Participation	50
Compensation Risk Considerations	50
CEO Pay Ratio Disclosure	52
Equity Compensation Plan Information	53

Pay Versus Performance Disclosure	54
Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Company TSR	55
Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Net Income	55
Relationship Between PEO and NonPEO NEO Compensation Actually Paid and Company-Selected Measure	56
Relationship Between Company TSR and Peer Group TSR	56
Most Important Financial Performance Measures	57

Security Ownership	58
Security Ownership of Certain Beneficial Owners	58
Security Ownership of Management	59

Audit Committee Report	60

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	61

Fees Paid to Auditors	62

Solicitation, Meeting and Voting Information	63

Shareholder Proposals for 2024 Annual Meeting of Shareholders	70
Shareholder Proposals	70
Other Business at 2024 Annual Meeting of Shareholders	70

Summary

The 2023 Annual Meeting of Shareholders of United Community Banks, Inc. (the “2023 Annual Meeting”) will be held exclusively online via the Internet at 3:00 P.M. Eastern time on Wednesday, May 17, 2023.

We have tried to make this document simple and easy to understand. The SEC encourages companies to use “plain English,” and we always try to communicate with you clearly and effectively. We will refer to United Community Banks, Inc. throughout as “we,” “us,” the “Company” or “United.” Additionally, unless otherwise noted or required by context, “2023,” “2022,” “2021” and “2020” refer to our fiscal years ended or ending December 31, 2023, 2022, 2021 and 2020, respectively.

Proxy Materials

We have sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders instead of paper copies of our “Proxy Materials” (the Notice of 2023 Annual Meeting of Shareholders and Proxy Statement, our 2022 Annual Report to Shareholders, our Annual Report on Form 10-K for the year ended December 31, 2022 and the Proxy Card or voting instruction form). The Notice was mailed to shareholders beginning April 5, 2023 and our Proxy Materials were posted on the website referenced in the Notice on that same date. The Notice contains instructions on how to access our Proxy Materials on the Internet and how to request paper or email copies of the Proxy Materials.

Proposals for Your Vote at the 2023 Annual Meeting

	Proposal	Board Voting Recommendation	Page
1.	Electing Directors	“FOR” each nominee	2
2.	Approving Our Executive Compensation (“Say-on-Pay” Proposal)	“FOR”	25
3.	Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2023	“FOR”	61

Voting Your Shares

It is important that your shares be represented at the 2023 Annual Meeting and we hope that you will access and participate in the 2023 Annual Meeting. If you do participate, you may vote during the 2023 Annual Meeting by following the instructions available on the meeting website during the meeting. However, even if you participate in the virtual meeting, we ask that you please vote your shares in advance of the 2023 Annual Meeting to ensure that your shares will be represented in one of the following three ways:

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By Internet: Access www.proxyvote.com (you will need the control number from your Notice) and follow the instructions on the Notice; or

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By Telephone: In the United States and Canada, you can call the toll-free number specified after accessing the Proxy Materials on www.proxyvote.com or on the Proxy Card that you receive if you requested printed copies of the Proxy Materials; or

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By Mail: Request paper copies of the Proxy Materials, which will include a Proxy Card that includes instructions for voting by mail.

If your shares are held by a broker, bank or other nominee (this is called “street name”), your broker, bank or other nominee will send you instructions for voting those shares. Many (but not all) brokerage firms, banks and other nominees participate in a program that offers various voting options.

Participating in the Virtual 2023 Annual Meeting

To gain access to and participate in the 2023 Annual Meeting at www.virtualshareholdermeeting.com/UCBI2023, you must enter the control number found on your copy of the Notice, Proxy Card or voting instruction form that you receive.

Additional Information

See Solicitation, Meeting and Voting Information beginning on page 63 for additional information about our Proxy Materials, proposals for your vote at the 2023 Annual Meeting, voting your shares and participating in the virtual 2023 Annual Meeting.

Proposal 1: Election of Directors

The Board of Directors (the “Board”) has nominated 11 directors, who, if elected by shareholders at the 2023 Annual Meeting, will be expected to serve until next year’s annual meeting and until their respective successors are elected and qualified. All nominees currently serve as directors on our Board. Other than George B. Bell, who was appointed to our Board in August 2022, all nominees were elected by you at our 2022 Annual Meeting of Shareholders. Each director nominee has consented to being named in this Proxy Statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our 2023 Annual Meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.

Nominee	Age	Principal Occupation	Director Since	Independent	Other Public Boards	Committee Membership (C= Chair)
Jennifer M. Bazante	58	Chief Marketing Officer, Humana	2021	Yes	None	Nominating and Corporate Governance
George B. Bell	62	Former Executive Vice President and Software Engineer Group Head II, Truist Financial Corporation	2022	Yes	None	None
James P. Clements	59	President, Clemson University	2020	Yes	None	Nominating and Corporate Governance Talent and Compensation
Kenneth L. Daniels	71	Former Chief Credit Risk & Policy Officer, Sr. Risk Advisor, BB&T	2015	Yes	None	Audit Executive Risk ( C ) Talent and Compensation
Lance F. Drummond	68	Former Executive Vice President of Operations and Technology, TD Canada Trust	2018	Yes	2	Executive Nominating and Corporate Governance ( C ) Risk Talent and Compensation
H. Lynn Harton	61	Chairman, President and Chief Executive Officer, United Community Banks, Inc.	2015	No	None	Executive ( C )
Jennifer K. Mann	52	Executive Vice President of Human Resources, SAS	2018	Yes	None	Executive Talent and Compensation ( C )
Thomas A. Richlovsky	71	Former Executive Vice President, PNC Financial Services Group	2012	Yes	None	Lead Director Audit Executive Nominating and Corporate Governance Risk
David C. Shaver	73	Chief Executive Officer, Cost Segregation Advisors, LLC	2016	Yes	None	Audit ( C ) Executive Talent and Compensation
Tim R. Wallis	71	President, Wallis Printing	1999	Yes	None	Audit
Ambassador David H. Wilkins	76	Former US Ambassador to Canada; Former Speaker, SC House of Representatives; Partner, Nelson Mullins Riley & Scarborough	2016	Yes	None	Risk

Overall Board Composition and Size

	Our Board’s current composition has resulted from a thoughtful process of:
Our Bylaws provide that the number of directors on the Board may range from eight to fourteen. The Board’s current size is 11 directors and may fluctuate in the future as the Board recruits new directors.		Analyzing the effectiveness of our Board

		Identifying the qualifications and experience that we believe should be represented on our Board in light of our industry, business strategy, and risk appetite

		Considering the diversity of viewpoints, professional experience, education, qualifications, and skills that each of our Board members brings to the Board

		Recognizing that the strength of our Board is driven by the collective qualifications and skills of our Board members combined with engaged and open dialogue

Identifying and Evaluating Director Candidates

Our Board engages in a continual process of reviewing and evaluating its composition. Our Nominating and Corporate Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination using a rigorous director selection process. The Board, in coordination with the Nominating and Corporate Governance Committee, also considers Board leadership succession planning and committee membership.

The Nominating and Corporate Governance Committee uses a variety of methods to identify potential director candidates, including recommendations that it receives from:

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Directors

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Shareholders

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Management and contacts in the communities we serve

SEC Form DEF 14A filed by United Community Banks Inc.