DEF 14A 1 nc10021744x3_def14a.htm DEF 14A

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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Soliciting Material under §240.14a-12

UNITED COMMUNITY BANKS, INC.

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Letter to our Shareholders

March 30, 2021

Dear Fellow Shareholders:

We will hold the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) of United Community Banks, Inc. at 3:00 P.M. Eastern time on Wednesday, May 12, 2021. However, due to the continuing public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our employees and shareholders, the 2021 Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the 2021 Annual Meeting physically.

As in prior years, we have again elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. The accompanying Notice of 2021 Annual Meeting of Shareholders and Proxy Statement describes the matters to be acted upon and is 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, 2020 are also available at those websites. We believe that providing our proxy materials over the Internet increases the ability of our shareholders to obtain the information they need, while reducing the environmental impact of the 2021 Annual Meeting and our costs associated with the physical printing and mailing of the related proxy materials.

It is important that your shares be represented at the 2021 Annual Meeting. To be admitted to the 2021 Annual Meeting at www. virtualshareholdermeeting.com/UCBI2021, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the 2021 Annual Meeting by following the instructions available on the meeting website during the meeting. We hope you will participate in the 2021 Annual Meeting. However, even if you anticipate participating in the virtual meeting, we urge you to please vote your proxy either by mail, telephone or over the Internet in advance of the 2021 Annual Meeting to ensure that your shares will be represented.

I look forward to updating you on developments in our business at the 2021 Annual Meeting.

Sincerely,

H. LYNN HARTON
Chairman, President and Chief Executive Officer

2 WEST WASHINGTON STREET, SUITE 700

GREENVILLE, SOUTH CAROLINA 29601

Notice of Virtual Annual Meeting of Shareholders

Date and Time:	May 12, 2021
	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/ucbi2021.

Items of Business:	1.	To elect the eleven nominees listed in the accompanying Proxy Statement to our Board of Directors
	2.	To approve an amendment to our Restated Articles of Incorporation, as amended, to increase the number of shares of our voting common stock, par value $1.00, available for issuance from 150,000,000 to 200,000,000
	3.	To approve, on an advisory basis, the compensation paid to our Named Executive Officers
	4.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the fiscal year ending December 31, 2021
	5.	To transact such other business as may properly be presented at the 2021 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 15, 2021.

Voting by Proxy:	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 attending or voting your shares at the 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 12, 2021:* The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Shareholder Meeting to be held on May 12, 2021. It is expected that this Proxy Statement and related materials will first be provided to shareholders on or about March 30, 2021. A copy of this Notice of Virtual Annual Meeting of Shareholders of United Community Banks, Inc. and Proxy Statement is available at: www.virtualshareholdermeeting.com/ucbi2021. Also available at this website is our 2020 Annual Report and our Annual Report on Form 10-K for the year ended December 31, 2020.

By order of the Board of Directors

Melinda Davis Lux
General Counsel and Corporate Secretary

Greenville, South Carolina
March 30, 2021

Proxy Statement

Table of Contents

Summary	1
Proxy Materials	1
Proposals for Your Vote at the 2021 Annual Meeting	1
Voting Your Shares	1
Participating in the Virtual 2021 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	11

Corporate Governance	12
Our Board of Directors	12
Director Independence	13
Board Leadership Structure	13
Board Evaluation	14
CEO and Key Management Succession Planning	14
Board Committees	14
Board and Committee Meeting Attendance	17
Board Oversight of Risk	17
Audit Committee Financial Expert	17
Share Ownership Guidelines and Anti-Hedging Policy	17
Code of Ethical Conduct	18
Communications with Board of Directors	18
Corporate Governance Information	18

Director Compensation	19

Transactions with Management and Others	20
Policy with Respect to Approval of Related Party Transactions	20
2020 Related Party Transactions	20

Proposal 2: Amend Restated Articles of Incorporation to Increase Number of Authorized Shares of United’s Voting Common Stock	21
Introduction	21
Form of Amendment	21
Purpose of Amendment	21

Rights of Additional Authorized Shares; No Preemptive Rights	22
Potential Adverse Effects of the Amendment	22
Effectiveness of the Amendment and Vote Required	22

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation	23

Executive Compensation	24
Compensation Discussion and Analysis	24
Summary Compensation Table	41
Grant of Plan-Based Awards	42
Outstanding Equity Awards at Fiscal Year-End	43
Stock Vested	44
Equity Compensation Plan Information	44
Pension Benefits	44
Nonqualified Deferred Compensation	45
Potential Payouts Upon Termination or Change of Control	45
Compensation Committee Interlocks and Insider Participation	47
Compensation Risk Considerations	47
Pay Ratio Disclosure	48

Security Ownership	49
Security Ownership of Certain Beneficial Owners	49
Security Ownership of Management	50

Audit Committee Report	51

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm	52

Fees Paid to Auditors	53

Solicitation, Meeting and Voting Information	54

Shareholder Proposals for 2022 Annual Meeting of Shareholders	61
Shareholder Proposals	61
Other Business at 2022 Annual Meeting of Shareholders	61

Summary

The 2021 Annual Meeting of Shareholders of United Community Banks, Inc. (the “2021 Annual Meeting”) will be held exclusively online via the Internet at 3:00 P.M. Eastern time on Wednesday, May 12, 2021.

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, “2021,” “2020,” “2019” and “2018” refer to our fiscal years ended or ending December 31, 2021, 2020, 2019 and 2018, respectively.

Proxy Materials

We plan to send a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders instead of paper copies of our “Proxy Materials” (the Notice of 2021 Annual Meeting of Shareholders and Proxy Statement, our 2020 Annual Report to Shareholders, our Annual Report on Form 10-K for the year ended December 31, 2020 and the Proxy Card or voting instruction form). The Notice, which is expected to be mailed to shareholders on or about March 30, 2021, contains instructions on how to access our Proxy Materials on the Internet or how to request paper or email copies of the Proxy Materials.

Proposals for Your Vote at the 2021 Annual Meeting

	Proposal	Board Voting Recommendation	Page
1.	Electing Directors	“FOR” each nominee	2
2.	Amendment to Our Restated Articles of Incorporation to Increase Our Authorized Capitalization	“FOR”	21
3.	Approving Our Executive Compensation (“Say-on-Pay” Proposal)	“FOR”	23
4.	Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2021	“FOR”	52

Voting Your Shares

It is important that your shares be represented at the 2021 Annual Meeting. We urge you to please vote your proxy in advance of the 2021 Annual Meeting to ensure that your shares will be represented either:

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

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By Telephone: 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.

You may also vote during the 2021 Annual Meeting by following the instructions available on the meeting website during the meeting. We hope you will participate in the 2021 Annual Meeting. However, even if you anticipate participating in the virtual meeting, we urge you to please vote your proxy either by Internet, telephone or mail in advance of the Annual Meeting to ensure that your shares will be represented.

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 2021 Annual Meeting

To be admitted to the 2021 Annual Meeting at www. virtualshareholdermeeting.com/UCBI2021, you must enter the control number found on your Notice, Proxy Card or voting instruction form that you receive.

Additional Information

See Solicitation, Meeting, and Voting Information on page 54 for additional information about our Proxy Materials, proposals for your vote at the 2021 Annual Meeting, voting your shares and participating in the virtual 2021 Annual Meeting.

Proposal 1: Election of Directors

The Board of Directors (the “Board”) has nominated 11 directors, who, if elected by shareholders at the 2021 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 James P. Clements, who was appointed to our Board in August 2020, all nominees were elected by you at our 2020 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 2021 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)
Robert H. Blalock	73	Chief Executive Officer, Blalock Insurance Agency, Inc.	2000	Yes	None	Audit Risk
James P. Clements	57	President, Clemson University	2020	Yes	None	None
L. Cathy Cox	62	Dean, Mercer University’s School of Law	2008	Yes	None	Executive Nominating and Corporate Governance Risk
Kenneth L. Daniels	69	Former Chief Credit Risk & Policy Officer, Sr. Risk Advisor, BB&T	2015	Yes	None	Audit Executive Risk (C) Talent and Compensation
Lance F. Drummond	66	Former Executive Vice President of Operations and Technology, TD Canada Trust	2018	Yes	1	Executive Nominating and Corporate Governance (C) Risk Talent and Compensation
H. Lynn Harton	59	Chairman, President and Chief Executive Officer, United Community Banks, Inc.	2015	No	None	Executive (C)
Jennifer K. Mann	50	Executive Vice President of Human Resources, SAS	2018	Yes	None	Talent and Compensation (C)
Thomas A. Richlovsky	69	Former Executive Vice President, PNC Financial Services Group	2012	Yes	None	Lead Director Audit Executive Nominating and Corporate Governance Risk
David C. Shaver	71	Chief Executive Officer, Cost Segregation Advisors, LLC	2016	Yes	None	Audit (C) Talent and Compensation
Tim R. Wallis	69	President, Wallis Printing	1999	Yes	None	Talent and Compensation
Ambassador David H. Wilkins	74	Former US Ambassador to Canada; Former Speaker, SC House of Representatives; Partner, Nelson Mullins Riley & Scarborough	2016	Yes	None	Nominating and Corporate Governance

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 bring 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 regularly reviews and evaluates its composition. Our Nominating and Corporate Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination using a 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

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Third-party search firms

The Nominating and Corporate Governance Committee has retained a third-party search firm to assist in identifying potential Board candidates who meet our qualification and experience requirements and, for any such candidate identified by the search firm, to compile and evaluate information regarding the candidate’s qualifications, experience, and education.

When considering a candidate for membership on the Board, the Nominating and Corporate Governance Committee assesses a candidate’s independence, qualifications, skills, and experience, as compared to the areas of qualifications, skills, and experience that the Board has identified as important to be reflected on the Board. The Nominating and Corporate Governance Committee also evaluates the collective contribution of qualifications, skills, and experience of Board nominees. The goal of that evaluation is to ensure that the Board, as a whole, possesses the necessary qualifications, skills, and experience relevant to the Company for effective oversight.

Although the Nominating and Corporate Governance Committee does not have a specific policy governing diversity, it considers, in identifying nominees for director, a nominee’s professional experience, education, qualifications, and skills with a view towards having a diversity of viewpoints in the broadest sense being represented on the Board. These considerations include, without limitation, the individual’s interest in United, independence, integrity, reputation, business experience, education, accounting and financial expertise, age, race, ethnicity, gender, civic and community relationships and knowledge and experience in matters impacting financial institutions.

With respect to incumbent directors considered for re-election, the Nominating and Corporate Governance Committee also assesses each director’s performance, contribution, level of engagement, and meeting attendance record. In addition, the Nominating and Corporate Governance Committee determines whether nominees are in a position to devote an adequate amount of time to the effective performance of director duties.

Board Qualifications and Experience

Threshold Qualifications

Our Board has identified that directors should possess the following core attributes:

Character and Integrity:		Record of Achievement:		Relevant Professional or Business Experience:		Cooperative Approach:
Must be an individual who exhibits integrity and informed judgment		Commitment to excellence, demonstrated by professional achievements and leadership experience		Understands the Company’s business or other related industries		Ability to work constructively in a collegial manner and willingness and ability to candidly consult with and advise management

Additional Qualifications and Experience Important to Our Business and Strategy

The Nominating and Corporate Governance Committee and our Board desire that our Board as a whole possess a balance of qualifications and experience that are relevant to our business and strategy. In addition to the threshold qualifications required for Board service, the following are additional qualifications and experience that the Nominating and Corporate Governance Committee and Board has identified as desirable on our Board.

	Executive Management “C-Suite” experience; leadership experience as a division president or functional leader within a complex organization		Human Resources/Compensation Experience managing a human resources function; experience with executive compensation and broad-based incentive planning
	Strategic Planning/Oversight Experience developing and implementing operating plans and business strategy		Technology/Cybersecurity Experience implementing technology strategies and innovation and managing and mitigating cybersecurity risks
	Financial/Accounting Meets qualified Securities and Exchange Commission (“SEC”) financial expert definition and possesses significant financial expertise with knowledge of financial reporting and experience with financial disclosure requirements and internal controls		Banking Industry Experience Experience in the banking and/or financial services industry
	Corporate Finance/Capital Management Experience with corporate finance, capital allocation, and debt and capital market transactions		Retail Industry and/Or Marketing Experience Experience with retail industry, transformation to digital platforms, branding major corporations, use of digital marketing strategies
	Risk Management Experience overseeing complex risk management matters		Mergers and Acquisitions Leadership experience with M&A transactions
	Regulatory/Political Experience with governmental relations, regulatory environment, and/or working with regulators; experience as a politician or lobbyist		Corporate Social Responsibility Demonstrates understanding of issues related to corporate social responsibility, sustainability, and environmental stewardship; informed on emerging issues potentially affecting the reputation of the business
	Corporate Governance Demonstrates understanding of current corporate governance standards and best practices in public companies

Board Qualifications and Experience Matrix

The following chart reflects areas of qualifications and experience that our Board views as important when evaluating director nominees, as well as Board tenure and diversity information. Additional information on the business experience and other qualifications of each of our director nominees is included under Director Nominees for Election. Each director also contributes other important experience, skills, viewpoints, and personal attributes to our Board that are not reflected in the chart below.

Knowledge, Skills and Experience	Blalock	Clements	Cox	Daniels	Drummond	Harton	Mann	Richlovsky	Shaver	Wallis	Wilkins
Executive Management ”C-Suite” experience; leadership experience as a division president or functional leader within a complex organization	X	X	X	X	X	X	X	X	X	X	X
Strategic Planning/Oversight Experience developing and implementing operating plans and business strategy	X	X	X	X	X	X	X	X	X	X	X
Financial/Accounting Meets qualified SEC financial expert definition and possesses significant financial expertise with knowledge of financial reporting and experience with financial disclosure requirements and internal controls								X	X
Corporate Finance/Capital Management Experience with corporate finance, capital allocation, and debt and capital market transactions	X							X	X
Risk Management Experience overseeing complex risk management matters	X			X	X	X			X		X
Regulatory/Political Experience with governmental relations, regulatory environment, and/or working with regulators; experience as a politician or lobbyist	X	X	X	X	X	X		X			X
Corporate Governance Demonstrates understanding of current corporate governance standards and best practices in public companies	X	X	X	X	X	X		X			X
Human Resources/Compensation Experience managing a human resources function; experience with executive compensation and broad-based incentive planning			X		X		X
Technology/Cybersecurity Experience implementing technology strategies and innovation and managing and mitigating cybersecurity risks		X			X				X
Banking Industry Experience Experience in the banking and/or financial services industry	X		X	X	X	X		X
Retail Industry and/Or Marketing Experience Experience with retail industry, transformation to digital platforms, branding major corporations, use of digital marketing strategies					X	X	X		X
Mergers and Acquisitions Leadership experience with M&A transactions	X	X	X			X	X	X	X
Corporate Social Responsibility Demonstrates understanding of issues related to corporate social responsibility, sustainability, and environmental stewardship; informed on emerging issues potentially affecting the reputation of the business		X	X		X	X	X	X	X
Tenure (Years)	20	<1	12	5	2	5	2	8	4	21	4
Demographics
Race/Ethnicity
African American					X
White/Caucasian	X	X	X	X		X	X	X	X	X	X
Gender
Male	X	X		X	X	X		X	X	X	X
Female			X				X

Director Nominees for Election

Below is information about each of our Board’s nominees, including their age, the year in which they first became a director of our Company, their business experience for at least the past five years, and other information that led to the conclusion by our Board that each nominee should serve as a director of our Company. There are no family relationships between any director, executive officer, or nominee for director of United.

Robert H. Blalock

Age: 73 | Director since: 2000 | Committees: Audit, Risk

Mr. Blalock’s extensive knowledge and business experience, as well as involvement in our banking communities, provide critical insight to our Board. His experience and leadership of a small business in the Clayton, Georgia community provides a much-needed perspective into a business community that is representative of a large portion of United’s service area. As a past member of the board of directors of First Clayton Bank and Trust, Mr. Blalock brings not only a rich history of banking leadership but a perspective of the bank acquisition process.

Career Highlights

Mr. Blalock has been Chief Executive Officer of Blalock Insurance Agency, Inc. in Clayton, Georgia, since 1974. He served as an organizing director of First Clayton Bank and Trust when the bank was formed in 1988. He was a member of the board of directors and served on the Compensation and Audit Committees for First Clayton Bank and Trust, which was acquired by United in 1997, and was past Chairman of the board of directors. Mr. Blalock remains on the community bank board of United Community Bank — Clayton (the former First Clayton Bank and Trust).

Mr. Blalock served as an Infantry Officer in the United States Army. He served a tour of duty in Vietnam with the 101 Airborne Division. He was a member of the Rotary Club of Clayton board of directors from 1974 to 1991 and served as the club’s Vice President.

Education

Mr. Blalock is a graduate of University of Georgia.

James P. Clements

Age: 57 | Director since: 2020

Dr. Clements’ experience as President of two universities makes him uniquely skilled with deep knowledge regarding 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 became Clemson University’s 15th president on December 31, 2013. Before he came to Clemson, Dr. Clements served as the president of West Virginia University for nearly five years. Prior to his service at West Virginia University, Dr. Clements served as provost and vice president for academic affairs, vice president for Economic Development & Community Outreach and the Robert W. Deutsch Distinguished Professor of Information Technology at Towson University, the second largest university in the University System of Maryland.

Dr. Clements is a nationally recognized leader in higher education. He is a member of the Board of the American Council on Education, where he also served as chair of the ACE Commission on Leadership. In addition, he served on the executive committee of the APLU’s Commission on Innovation, Competitiveness and Economic Prosperity.

Dr. Clements was the only university president selected for the 15-member Innovation Advisory Board to the U.S. Department of Commerce. He also served as the co-chair of the National Advisory Committee for Innovation and Entrepreneurship 2.0, again serving as the only university president. He was nominated for, and participated in, the 81st Joint Civilian Orientation Conference through the U.S. Department of Defense where he was one of only a few dozen people selected in the country. Dr. Clements serves on the Executive Committee for the Council on Competitiveness and 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.

Education

Dr. Clements holds a Bachelor of Science degree in computer science as well as a master’s degree and Ph.D. in operations analysis from the University of Maryland-Baltimore County. Dr. Clements also holds an M.S. degree in computer science from Johns Hopkins University’s Whiting School of Engineering and was awarded an honorary degree as doctor of public education from his alma mater, UMBC.

L. Cathy Cox

Age: 62 | Director since: 2008 | Committees: Executive, Nominating and Corporate Governance, Risk

Ms. Cox provides a unique combination of legal, governmental and educational experience to the Board of Directors. In her legal career, Ms. Cox served as legal counsel for community banks, hospitals and other businesses in Georgia. This, combined with her extensive government service, brings a depth of legal and governmental expertise to the Board. Her leadership in higher education demonstrates Ms. Cox’s vision and strong management skills and offers the perspective of key educational institutions to the Board.

Career Highlights

Ms. Cox was appointed dean of Mercer University’s School of Law, Georgia’s oldest ABA-accredited law school, in 2017. Ms. Cox brings to the Mercer Law deanship a breadth and depth of experience in higher education, public service and the practice of law. Prior to this appointment, Ms. Cox served for ten years as President of Young Harris College, a private, liberal arts college in North Georgia. During her tenure at the college, she moved the college from two-year to four-year status, doubled student enrollment and the size of the faculty of the institution and added more than $100 million in new facilities to the campus. Prior to joining the college, Ms. Cox was twice elected to serve as the Georgia Secretary of State. In this role she served as Commissioner of Securities, overseeing the regulation of the securities industry within the state.

Ms. Cox was twice elected to the Georgia House of Representatives where she served on the House Judiciary Committee; Game, Fish and Parks Committee; State Institutions and Properties Committee; Georgia Code Revision Commission and various House study committees. Prior to her public service, Ms. Cox worked in the private practice of law, first as an associate with Hansell & Post in Atlanta, Georgia, and then as a partner with Lambert, Floyd & Conger in Bainbridge, Georgia. She started her professional career as a newspaper reporter.

Education

Ms. Cox holds an A.S. degree from Abraham Baldwin Agricultural College, an A.B.J. Degree from University of Georgia and a J.D. degree from Mercer University School of Law. She was Editor-in-Chief of the Mercer Law Review.

Kenneth L. Daniels

Age: 69 | Director since: 2015 | Committees: Audit, Talent and Compensation, Executive, Risk (Chair)

Mr. Daniel’s 38 years as a banking leader and risk professional with extensive experience in loan portfolio management, regulatory requirements, policy development and data integrity provides the Board of Directors with a depth of banking and risk expertise and offers the perspective of a large regional banking institution to the Board.

Career Highlights

Mr. Daniels began his career at First Union National Bank (now Wells Fargo) where he served as a Senior Commercial Loan Officer and Commercial Financial Analyst. In 1983, he joined BB&T and led various credit and risk management functions as the company grew from $2 billion to $187 billion in assets. In 2003, he was promoted to Chief Credit Risk and Policy Officer and later to Senior Risk Advisor, a position he held until his retirement in 2014.

Mr. Daniels is past President and Chair of both the Carolinas/Virginia Chapter and the Eastern North Carolina Chapter of the Risk Management Association (“RMA”). During his career, he served on the RMA’s National Agricultural Lending Council, the National Credit Risk Council, the Allowance for Loan and Lease Losses Roundtable and the Commercial Risk Grading Roundtable.

Education

Mr. Daniels graduated from the RMA/Wharton Advanced Risk Management Program at The Wharton School of Business and also earned an M.B.A. degree at East Carolina University and a bachelor’s degree at the University of North Carolina, Chapel Hill.

Lance F. Drummond

Age: 66 | Director since: 2018 | Committees: Talent and Compensation, Executive, Nominating and Corporate Governance (Chair), Risk

Mr. Drummond brings to the Board of Directors 40 years of business experience as an executive level business leader with multi-industry and international experience. He specializes in business transforming strategy development and execution and organizational change for business-to-business and business-to-consumer Fortune 500 companies, with demonstrated success in manufacturing, technology and financial services industries.

Career Highlights

Mr. Drummond 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. In 2002, Mr. Drummond joined Bank of America as the Service and Fulfillment Operations executive for Global Technology and Operations. In this role, he led more than 19,000 associates who provided end-to-end operations support to 55 million consumer households, 2 million small business relationships, 200,000 commercial clients, 6,100 banking centers and 18,000 ATMs. In 2007, Mr. Drummond became Bank of America’s Global Consumer and Small Business Banking eCommerce/ATM executive. 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. In 2011, Mr. Drummond accepted the position of Executive Vice President of Operations and Technology at TD Canada Trust and served in this capacity until he retired 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.

Mr. Drummond is an independent director on the board of directors of the Federal Home Loan Mortgage Corporation (commonly referred to as “Freddie Mac”) where he serves on the Audit Committee and Nominations and Governance Committee and is chair of the Technology Working Group. He is a member of the Public Board of Governors of the Financial Industry Regulatory Authority (FINRA). He is also board member of CurAegis Technologies Inc., where he serves on the Audit Committee, and a board member of AvidXchange, Inc., a publicly traded company that provides accounts payable automation software.

Mr. Drummond received the MIT Sloan Fellowship in 1994 and the Aspen Institute’s Henry Crown Fellowship in 1998. Mr. Drummond is the founder of Dreamseeds — a children’s performing arts program at YMCA of Greater Rochester. He was recipient of the Rochester Area Community Foundation Award in 2000 and Rochester Mayor Unsung Heroes Award in 2001. He also received the University of Rochester Simon Business School Distinguished Alumnus Award in 2005 and Charlotte American Diabetes Association Father of the Year in 2005.

Education

Mr. Drummond earned his bachelor’s degree in Business Management from Boston University, MBA from the Simon Business School at the University of Rochester, and MS degree in Management Science from MIT.

H. Lynn Harton

Age: 59 | Director since: 2015 | Committees: Executive (Chair)

With more than 30 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’s business.

Career Highlights

Mr. Harton serves as Chairman of the Board, President and Chief Executive Officer of United and as Chairman of the Board and Chief Executive Officer of the Bank. Mr. Harton joined United in 2012 as Chief Operating Officer. In 2015, he was named President and elected to the Board of both United and the Bank. Mr. Harton was named Chief Executive Officer of the Bank in 2017 and was named Chief Executive Officer of United in 2018. Mr. Harton was named Chairman of the Board of both United and the Bank in 2019. Mr. Harton served as President of the Bank until 2021.

Prior to joining United, 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 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 had previously 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 also has served on a number of additional financial boards and committees throughout his career, including the Palmetto Business Forum, RMA National Credit Risk Council, CBA National Small Business Banking Committee, and the Equifax Small Business Financial Exchange.

Education

Mr. Harton earned his bachelor’s degree from Wake Forest University and has participated in various executive programs at Duke University, Wharton, Columbia, Northwestern, University of North Carolina and University of South Carolina.

Jennifer K. Mann

Age: 50 | Director since: 2018 | Committees: Talent and Compensation (Chair)

Ms. Mann provides a wealth of human resources experience to the Board of Directors. Her leadership in human resources demonstrates her vision and strong management skills and offers extensive human resources insight to the Board.

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 13,000 with diverse talents and skills. SAS has been ranked on the FORTUNE 100 Best Companies to Work For^® list since the list’s inception. This recognition includes multiple number one rankings in the US, as well as the World’s Best Multinational Workplaces from Great Place to Work^®, garnering accolades for SAS across the globe for its workplace culture and commitment to innovation. Her workplace culture insights have been shared in The Wall Street Journal, US World News and Report, CBS MoneyWatch.com, CBS Sunday Morning, CNN and The GREAT Workplace by Michael Burchell and Jennifer Robin. Ms. Mann was selected as a 2014 finalist for Chief Human Resources Officer of the Year by HRO Magazine. Prior to joining SAS, Ms. Mann held human resources leadership roles in industries such as high-tech manufacturing, healthcare and academia.

Ms. Mann serves on the advisory council at North Carolina State University’s Poole College of Management, as well as the board of directors for the North Carolina Marbles Kids Museum.

Education

Ms. Mann received her bachelor’s degree in Psychology and Business from Meredith College in Raleigh, North Carolina.

Thomas A. Richlovsky

Age: 69 | Director since: 2012 | Lead Director | Committees: Audit, Executive,

Nominating and Corporate Governance, Risk

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’s Board of Directors.

Career Highlights

Mr. Richlovsky retired as Executive Vice President at PNC Financial Services Group Inc. (“PNC”) in 2011. He joined PNC upon its acquisition of National City Corporation in December 2008. Mr. Richlovsky was Chief Financial Officer, Treasurer and Principal Accounting Officer of National City at the time of its acquisition by PNC. During his 30-year tenure with National City, he assumed progressively greater responsibilities and gained extensive financial management, accounting and treasury expertise. Over that same period National City grew from approximately $5 billion in assets and 2,000 employees to $150 billion in assets and over 30,000 employees. Following the sale of National City to PNC, Mr. Richlovsky was appointed Executive Vice President of PNC and assisted in the integration of the two companies as well as managing 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.

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 charitable organizations.

Education

Mr. Richlovsky has a bachelor’s degree from Cleveland State University and is a certified public accountant. He also completed graduate studies at The Stonier Graduate School of Banking at Rutgers University.

David C. Shaver

Age: 71 | Director since: 2016 | Committees: Audit (Chair), Talent and Compensation

Mr. Shaver has extensive accounting and finance experience, having served in senior executive positions in finance, accounting and taxes at major organizations including operating an advisory and accounting practices firm. Mr. Shaver qualifies as a financial expert on the Audit Committee.

Career Highlights

Mr. Shaver is the founder and Chief Executive Officer of Cost Segregation Advisors, LLC, a national income tax advisory services company which was formed in Atlanta in 2006 and provides services to commercial real estate owners and leaseholders. Mr. Shaver was previously an initial partner with Tatum CFO Partners, now a division of Randstad and was also Chief Financial Officer and an equity partner of International Automotive Corp. Inc. Mr. Shaver also served as the Corporate Controller of The Home Depot, Inc., where he directed financial planning and operations, tax administration and reporting, inventory accounting and control, financial reporting and compliance, and other financial matters. Prior to his experience with The Home Depot, Inc., Mr. Shaver served as Controller for a W.R Grace Retail Group subsidiary and as Controller for Anomalous, Inc., an international subsidiary of Levi Strauss & Co. Mr. Shaver began his professional career in Atlanta, Georgia in 1972 as an auditor with Lybrand, Ross Bros. & Montgomery, a predecessor firm of PwC.

Mr. Shaver is active in his community as well and, for two years, devoted himself to forensic accounting and crisis management for his church in the office of the finance manager.

Mr. Shaver is a certified public accountant licensed in Georgia and Tennessee and is a member of The American Institute of CPAs, Georgia Society of CPAs, and Tennessee Society of CPAs.

Education

Mr. Shaver received his bachelor’s degree from the University of Tennessee.

Tim R. Wallis

Age: 69 | Director since: 1999 | Committees: Talent and Compensation

Mr. Wallis has been a community leader and long-term owner of a small business. With United’s interest in small business and commercial banking, Mr. Wallis brings a valuable perspective and insight to the Board of Directors. His varied experience in a number of community boards, as well as his service on the United Community Bank — Rome community bank board, gives the Board of Directors a focus on the needs of our mid-size banking communities and the business owners within those communities.

Career Highlights

Mr. Wallis has been President of Wallis Printing in Rome, Georgia since 1985 and has been with the company since 1974. In addition to serving on the Board of Directors of United, Mr. Wallis also serves as Chairman on the community bank board of United Community Bank — Rome. He has served on the board of directors of the Printing and Imaging Association of Georgia (“PIAG”) and was Chairman of the association’s Government Relations Committee. In this capacity he worked directly with PIAG legislative liaisons at both the state and national levels. Mr. Wallis currently serves on the Georgia Chamber of Commerce board of directors and is on the board of governors where he is the chair for northwest Georgia. Additionally, Mr. Wallis has significant investment interests in retail shopping centers and apartment complexes throughout the Southeast. He also has served on the Darlington School Board of Trustees, Georgia Southern University Foundation Board of Trustees, Rome/Floyd YMCA Board of Trustees and the United Way of Rome and Floyd County Board of Trustees.

Education

Mr. Wallis is a graduate of Georgia Southern University.

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