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
	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.

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

Summary

The 2025 Annual Meeting of Shareholders of United Community Banks, Inc. (the “2025 Annual Meeting”) will be held exclusively online via the Internet at 3:00 p.m. Eastern Time on Wednesday, May 14, 2025.

We refer to United Community Banks, Inc. throughout this Proxy Statement as “we,”“us,” the “Company” or “United Community.” We refer to United Community Bank as the “Bank.” Additionally, unless otherwise noted or required by context, “2024,” “2023,” and “2022” refer to our fiscal years ended or ending December 31, 2024, 2023, and 2022, respectively.

Proxy Materials

We 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 2025 Annual Meeting of Shareholders and Proxy Statement, our Annual Report to Shareholders (which includes our Form 10-K for the year ended December 31, 2024) and the Proxy Card or voting instruction form). The Notice was mailed to shareholders beginning on April 2, 2025, 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 2025 Annual Meeting

Our Board unanimously recommends that you vote:

•

“FOR ALL” 12 nominees to our Board identified in this Proxy Statement (Proposal 1);

•

“FOR” the advisory (nonbinding) proposal regarding the compensation paid to our Named Executive Officers (say-on-pay proposal) (Proposal 2);

•

“FOR” the option of every year as the preferred frequency for advisory votes on executive compensation (Proposal 3); and

•

“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for 2025 (Proposal 4).

Voting Your Shares

It is important that your shares be represented at the 2025 Annual Meeting, and we hope that you will access and participate in the 2025 Annual Meeting. If you do participate, you may vote during the 2025 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 2025 Annual Meeting to ensure that your shares will be represented in one of the following three ways:

•

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

•

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

•

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

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 2025 Annual Meeting

To gain access to and participate in the 2025 Annual Meeting at www.virtualshareholdermeeting.com/UCBI2025, you must enter the control number found on your copy of the Notice and on the Proxy Card (voting instruction form) that you receive if you request paper copies of the Proxy Materials.

Additional Information

See Solicitation, Meeting and Voting Information beginning on page 64 for additional information about our Proxy Materials, proposals for your vote at the 2025 Annual Meeting, voting your shares, and participating in the virtual 2025 Annual Meeting.

Proposal 1: Election of Directors

The Board of Directors (the “Board”) nominated 12 directors who, if elected by shareholders at the 2025 Annual Meeting, will be expected to serve until next year’s annual meeting and until their respective successors are elected and qualified. All nominees currently serve as directors on our Board. Mr. David C. Shaver is not standing for re-election and will retire from the Board following the 2025 Annual Meeting. Mr. Shaver has served on the Board since 2016 and has provided outstanding service to United Community as a Board member and as Chair of the Audit Committee. United Community is grateful to Mr. Shaver for his exceptional service and contributions to the Company. Each director nominee consented to being named in this Proxy Statement and to serve as a director, if elected. If any nominee is unable to stand for election for any reason, the shares represented at our 2025 Annual Meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.

Nominee	Age	Principal Occupation	Director Since	Independent	Other Public Boards	Committee Membership (C= Chair)
Jennifer M. Bazante	60	Former Chief Marketing Officer, Humana	2021	Yes	0	Nominating and Corporate Governance Talent and Compensation
George B. Bell	64	Former Executive Vice President and Software Engineer Group Head II, Truist Financial Corporation	2022	Yes	0	Audit Risk
James P. Clements	61	President, Clemson University	2020	Yes	1	Nominating and Corporate Governance Talent and Compensation
Kenneth L. Daniels	73	Former Chief Credit Risk and Policy Officer, Sr. Risk Advisor, BB&T	2015	Yes	0	Audit Executive Risk ( C )
Sally Pope Davis	67	Former Managing Director, Goldman Sachs Asset Management	2024	Yes	1	Nominating and Corporate Governance Risk
Lance F. Drummond	70	Former Executive Vice President of Operations and Technology, TD Canada Trust	2018	Yes	1	Executive Nominating and Corporate Governance ( C ) Risk
H. Lynn Harton	63	Chairman, President, and Chief Executive Officer, United Community Banks, Inc.	2015	No	0	Executive ( C )
John M. James	65	Former SVP, Corporate Controller Executive, Bank of America	2023	Yes	0	Audit Risk
Jennifer K. Mann	54	Executive Vice President of Human Resources, SAS	2018	Yes	0	Executive Talent and Compensation ( C )
Thomas A. Richlovsky	73	Former Executive Vice President, PNC Financial Services Group	2012	Yes	0	Lead Director Audit Executive Nominating and Corporate Governance
Tim R. Wallis	73	Former President, Wallis Printing	1999	Yes	0	Talent and Compensation
Ambassador David H. Wilkins	78	Former US Ambassador to Canada; Former Speaker, SC House of Representatives; Partner, Nelson Mullins Riley & Scarborough	2016	Yes	0	Risk

Overall Board Composition and Size

Our Bylaws provide that
the number of directors
on the Board may range
from 8 to 14.
The Board has
nominated 12 directors
to serve following the
2025 Annual Meeting.
The number of directors
may fluctuate in the
future.

Our Board’s current composition has resulted from a thoughtful process of:
	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 regular 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:

•

Directors

•

Shareholders

•

Management and contacts in the communities we serve

•

Third-party search firms

From time to time, the Nominating and Corporate Governance Committee retains 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 a search firm, to compile and evaluate information regarding the candidate’s qualifications, experience, and education. In 2024, the Nominating and Corporate Governance Committee did not engage any third-party search firm.

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 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 qualifications, skills, and experience of Board nominees. The goal of that evaluation is to create a Board that, 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 toward 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 Community, independence, integrity, reputation, business experience, education, accounting and financial expertise, age, race, ethnicity, gender, geographic location, civic and community relationships, and knowledge and experience in matters impacting financial institutions. The Board believes that the presence of diverse backgrounds and viewpoints in the boardroom leads to more effective oversight, broader dialogue, and better decision-making.

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.

Recent Board Refreshment

Since our 2024 Annual Meeting, the Board elected Sally Pope Davis to the Board effective on September 4, 2024. Ms. Davis was identified as a potential Board candidate by the Nominating and Corporate Governance Committee. In her capacity leading one of the banking industry’s largest small-cap value funds during her tenure at Goldman Sachs, Ms. Davis was known and highly respected by United Community’s Board of Directors. The Board evaluated Ms. Davis in accordance with the considerations outlined herein. Members of our Nominating and Corporate Governance Committee and our Board met Ms. Davis. Upon review of her experience, skills, and qualifications, including her experience as an analyst and investor within the financial services industry, as well as her personal attributes and independence, the Nominating and Corporate Governance Committee recommended her election to the Board. For information on Ms. Davis’ qualifications, please see Board Qualifications and Experience and Director Nominees for Election.

Board Qualifications and Experience

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

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 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 identified as desirable on our Board.

		Executive Management “C-Suite” experience; leadership experience as a division president or functional leader within a complex organization

		Strategic Planning/Oversight Experience developing and implementing operating plans and business strategy

		Financial/Accounting Meets SEC financial expert definition and possesses significant financial expertise with knowledge of financial reporting and experience with financial disclosure requirements and internal controls

		Corporate Finance/Capital Management Experience with corporate finance, capital allocation, and debt and capital market transactions

		Risk Management Experience overseeing complex risk management matters

		Regulatory/Political Experience with governmental relations, regulatory environment, and/or working with regulators; experience as a politician or lobbyist

		Corporate Governance Demonstrates understanding of current corporate governance standards and best practices in public companies

Human Resources/Compensation Experience managing a human resources function; experience with executive compensation and broad-based incentive planning

Technology/Cybersecurity Experience implementing technology strategies and innovation and managing and mitigating cybersecurity risks

Banking Industry Experience Experience in the banking and/or financial services industry

Retail Industry and/or Marketing Experience Experience with retail industry, transformation to digital platforms, branding major corporations, use of digital marketing strategies

Mergers and Acquisitions Leadership experience with M&A transactions

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

Board Qualifications and Experience Matrix

The following chart reflects areas of qualifications and experience that our Board views as important when evaluating director nominees. 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

Bazante

Bell

Clements

Daniels

Davis

Drummond

Harton

James

Mann

Richlovsky

Wallis

Wilkins

Executive Management
”C-Suite” experience; leadership experience as a division president or functional leader within a complex organization

✓

Strategic Planning/Oversight
Experience developing and implementing operating plans and business strategy

✓

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

✓

Corporate Finance/Capital Management
Experience with corporate finance, capital allocation, and debt and capital market transactions

✓

Risk Management
Experience overseeing complex risk management matters

✓

Regulatory/Political
Experience with governmental relations, regulatory environment, and/or working with regulators; experience as a politician or lobbyist

✓

Corporate Governance
Demonstrates understanding of current corporate governance standards and best practices in public companies

✓

Human Resources/Compensation
Experience managing a human resources function; experience with executive compensation and broad-based incentive planning

✓

Technology/Cybersecurity
Experience implementing technology strategies and innovation and managing and mitigating cybersecurity risks

✓

Banking Industry Experience
Experience in the banking and/or financial services industry

✓

Retail Industry and/or Marketing Experience
Experience with retail industry, transformation to digital platforms, branding major corporations, use of digital marketing strategies

✓

Mergers and Acquisitions
Leadership experience with M&A transactions

✓

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

✓

Director Nominees for Election

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

Age: 60 Director since: 2021 Committees: Nominating and Corporate Governance, Talent and Compensation		*Jennifer M. Bazante* Ms. Bazante has a depth of experience leading world-class marketing organizations. She brings extensive knowledge to our Board as a marketing executive, with insights into brand recognition, customer experience, and digital transformation. Ms. Bazante also contributes extensive knowledge in the areas of leadership, strategic planning, and project management which, together with her deep marketing expertise, is highly valuable to the Board. Career Highlights Ms. Bazante served as Chief Marketing and Communications Officer for Humana, a leading healthcare company with a focus on health insurance and integrated healthcare service delivery, from 2014 until her retirement in 2024. In that role, she oversaw the company’s brand and reputation efforts and led the strategies for customer acquisition and engagement as well as direct-to-consumer and business-to-business marketing across traditional and digital channels. She was instrumental in the launch of CenterWell, Humana Inc.’s healthcare service brand across pharmacy, primary care, and home health. Prior to Humana, Ms. Bazante held several roles at Visa Inc. over a 14-year tenure including Head of Global Brand and Product Marketing, Global Sponsorship Marketing, and Global Merchant Marketing. She began her career at Colgate-Palmolive where she spent time in South America leading multiple product categories and in New York where she drove the development of new, innovative product bundles. Ms. Bazante has been recognized as one of the Top 100 Women in Brand Marketing and is frequently invited to participate in the evaluation and selection of best-in-class marketing and advertising work across multiple industries. Education Ms. Bazante received her master’s in international business administration from the Darla Moore School of Business at the University of South Carolina and a bachelor’s degree from Florida State University.


Age: 64 Director since: 2022 Committees: Audit, Risk		*George B. Bell* Mr. Bell has over 40 years of experience as an information technology executive in the financial services industry. His background includes a focus on information technology development and support, project planning and execution, system design and enhancement, customer information management, organizational optimization, and M&A integration. Mr. Bell’s background also includes an emphasis on customer-centric innovation and improving the quality of products and services to enhance customer experience, providing a unique skill set to the Board of Directors. Career Highlights Mr. Bell served as Executive Vice President and Software Engineering Group Head II, Business Management Manager for Truist Financial Corporation from 2019 until his retirement in 2021. In that role, Mr. Bell led a cross-functional team and provided technical leadership to the human resources, legal, and business management functions. Mr. Bell held similar positions with progressive breadth at Truist’s predecessor BB&T, from 2002 until BB&T’s merger with SunTrust Bank to form Truist in 2019. At BB&T, Mr. Bell led a wide variety of application support and development teams while simultaneously enabling several new business and technical capabilities. He was the inaugural co-chair for the African American Affinity group, started the ADS ambassador program, reinvigorated underperforming teams, developed skill transition models, successfully executed the first major global sourcing project, and established the foundation for BB&T’s faster payments strategy.

		Prior to BB&T, Mr. Bell was employed in numerous technology roles with Bank of America for eight years. His tenure at Bank of America included managing customer information and teller-related migration efforts for major acquisitions, managing nationwide applications, devising the initial component-based development methodology, developing the initial CRM migration strategy, and managing the initial foray into offshore support. Prior to Bank of America, Mr. Bell was with BB&T for 11 years in various technology leadership roles. Mr. Bell is an independent director on the board of Constellation Quality Health, a non-profit healthcare consultancy company. Education Mr. Bell obtained his master’s in business administration from East Carolina University. He graduated from Barton College with a bachelor’s degree in mathematics.


Age: 61 Director since: 2020 Committees: Nominating and Corporate Governance, Talent and Compensation		*James P. Clements* Dr. Clements’ experience as President of two universities makes him uniquely skilled with deep knowledge regarding the operation of a complex organization and consideration of different stakeholder groups. In addition to his leadership in higher education, Dr. Clements has extensive knowledge in the field of information technology. Dr. Clements brings extensive knowledge in the areas of leadership, strategic planning, project management, computer science, and information technology to the Board. Career Highlights Dr. Clements has been Clemson University’s President since 2013. Prior to becoming Clemson University’s President, Dr. Clements served as the President of West Virginia University. Dr. Clements is a nationally recognized leader in higher education. Dr. Clements currently serves on the Executive Committee for the Council on Competitiveness, the Special Olympics International Board, the South Carolina Chamber of Commerce Board, and the Council of Presidents for the Commission on Higher Education. Previously, he has served as the Chair of the Board for the Association of Public & Land-Grant Universities and on the executive committee of APLU’s Commission on Innovation, Competitiveness and Economic Prosperity. Dr. Clements has also served on the Council of Presidents for the Association of Governing Boards, and on the Board of Directors of the American Council on Education including as a chair of the ACE Commission of Leadership. Dr. Clements was the only university president selected for the 15-member Innovation Advisory Board to the U.S. Department of Commerce. He also served as the co-chair of the National Advisory Committee for Innovation and Entrepreneurship 2.0, again serving as the only university president. He was nominated for, and participated in, the 81st Joint Civilian Orientation Conference through the U.S. Department of Defense where he was one of only a few dozen people selected in the country. Dr. Clements previously served on the Executive Committee of the Board for the Business Higher Education Forum. Dr. Clements has published and presented more than 75 papers in the fields of higher education, leadership, strategic planning, project management, computer science, and information technology. He also served as principal investigator or co-investigator on more than $15 million in research grants. His Successful Project Management book is now in its seventh edition and is published in multiple languages and used in numerous countries. Dr. Clements is an independent director on the board of United Homes Group, Inc., a publicly-traded residential builder of new home communities, where he serves on the Compensation Committee and Nominating and Corporate Governance Committee. Education Dr. Clements holds a bachelor’s degree in computer science as well as a master’s degree and Ph.D. in operations analysis from the University of Maryland-Baltimore County. Dr. Clements also holds a master’s degree in computer science from Johns Hopkins University’s Whiting School of

		Engineering and was awarded an honorary degree as a doctor of public education from his alma mater, UMBC.


Age: 73 Director since: 2015 Committees: Audit, Executive, Risk (Chair)		*Kenneth L. Daniels* Mr. Daniels’ 38 years as a banking leader and risk professional with extensive experience in loan portfolio management, regulatory requirements, policy development and data integrity provides the Board of Directors with a depth of banking and risk expertise and offers the perspective of a large regional banking institution to the Board. Career Highlights Mr. Daniels led various credit and risk management functions at BB&T during his tenure from 1983 until his retirement in 2014 as BB&T grew from $2 billion to $187 billion in assets. He served as a Senior Commercial Loan Administrator where he led a team of associates responsible for commercial loan underwriting and approval and commercial loan portfolio management. He was promoted to Chief Credit Risk and Policy Officer and was responsible for total loan portfolio management and strategy, credit policies, and allowance for credit losses. He later served as Senior Risk Advisor. Mr. Daniels began his career at First Union National Bank (now Wells Fargo) where he served as a Commercial Financial Analyst and as a Senior Commercial Loan Officer. Mr. Daniels is past President and Chair of both the Carolinas/Virginia Chapter and the Eastern North Carolina Chapter of the Risk Management Association (“RMA”). During his career, he served on the RMA’s National Agricultural Lending Council, the National Credit Risk Council, the Allowance for Loan and Lease Losses Roundtable, and the Commercial Risk Grading Roundtable. Education Mr. Daniels graduated from the RMA/Wharton Advanced Risk Management Program at The Wharton School of Business and also earned a master’s in business administration at East Carolina University and a bachelor’s degree at the University of North Carolina, Chapel Hill.


Age: 67 Director since: 2024 Committees: Nominating and Corporate Governance, Risk		*Sally Pope Davis* Sally Pope Davis is a highly accomplished financial executive with more than 40 years of experience in financial analysis, asset management, and investing within the financial industry. She brings to the Board extensive expertise and knowledge in shareholder value creation, strategy, corporate finance, and mergers and acquisitions as well as board service with other companies. Career Highlights Ms. Davis retired as a managing director from Goldman Sachs Asset Management in 2024, where she co-led the U.S. Small Cap Value Strategies, which, during her tenure, included one of the industry’s largest US small-cap value funds. In addition to overseeing the portfolio, Ms. Davis was responsible for investing in the financial sector, including banks, thrifts, insurance, mortgage, capital markets and specialty finance companies. Ms. Davis joined the Small Cap Value team in 2006, became co-lead portfolio manager in 2009, and was promoted to Managing Director in 2010. From 2001 to 2006, she was a portfolio manager in Fundamental Equity for Goldman Sachs Asset Management where she was responsible for investments in mid- and large-cap commercial and investment banking companies. Previously, Ms. Davis was a senior sell-side equity analyst in Goldman Sachs Global Investment Research, where she focused on US regional banking companies during a period of significant industry consolidation. Prior to her tenure at Goldman Sachs, Ms. Davis covered regional banks as a sell-side analyst at Brown Brothers Harriman. She began her career at Chase Manhattan Bank, in roles in corporate finance, specializing in financial institutions, and as Vice President in Capital Planning, managing capital funding requirements for the corporation. Ms. Davis is an independent director on the Board of First Financial Bankshares, Inc., a publicly-traded corporation, and its subsidiary, First Financial Bank, where she is a member of the Risk

		Committee. Ms. Davis also serves on the Board of First Financial Trust and Asset Management and its Investment Committee. Additionally, she is an independent board member of Core Specialty Insurance Holdings, Inc. and serves on the Audit, Finance and Risk Management Committees. Education Ms. Davis holds an MBA with a concentration in finance and economics from the University of Chicago. She earned her Bachelor of Science in finance, graduating summa cum laude from the University of Connecticut.


Age: 70 Director since: 2018 Committees: Executive, Nominating and Corporate Governance (Chair), Risk		*Lance F. Drummond* Mr. Drummond brings to the Board of Directors 40 years of business experience as an executive level business leader with multi-industry and international experience. He specializes in business-transforming strategy development and execution and organizational change for business-to-business and business-to-consumer Fortune 500 companies, with demonstrated success in manufacturing, technology and financial services industries. Career Highlights Mr. Drummond served as Executive Vice President of Operations and Technology at TD Canada Trust from 2011 until his retirement in January 2015. In his role at TD Canada Trust, he led a team of associates who delivered personal and small business loan underwriting, funding, discharges, deposit operations, fraud management, collections, digitization and image transformation, service quality (Lean Six Sigma) and project management office services for Canadian Banking including retail, business and wealth. From 2009 to 2011, Mr. Drummond served as the Executive Vice President of Human Resources and Shared Services at Fiserv, Inc. In this role, he led the human resources function for Fiserv’s 20,000 employees. Additionally, he oversaw many of the company’s shared services, including Fiserv Global Services’ 2,800 employees located in India and Costa Rica. From 2002 to 2009, Mr. Drummond served Bank of America as the Service and Fulfillment Operations executive for Global Technology and Operations and later as Global Consumer and Small Business Banking eCommerce/ATM executive. Mr. Drummond began his career in 1976 at Eastman Kodak, where he held several senior management positions including Divisional Vice President and General Manager Dental Products, Divisional Vice President and Regional General Manager Professional Products — Latin American region, Corporate Vice President and Chief Operating Officer Professional Products Division. Mr. Drummond is an independent director on the board of AvidXchange Inc., a publicly-traded fintech company, and is a member of the Human Capital and Compensation Committee and Chair of the Risk Committee. Mr. Drummond has been a member of the National Association of Corporate Directors (NACD) since 2015. Mr. Drummond received the MIT Sloan Fellowship in 1994 and the Aspen Institute’s Henry Crown Fellowship in 1998. Mr. Drummond is the founder of Dreamseeds, a children’s performing arts program at YMCA of Greater Rochester. Education Mr. Drummond earned his bachelor’s degree in business management from Boston University, master’s in business administration from the Simon Business School at the University of Rochester, and master of science degree in management science from MIT.

Age: 63 Director since: 2015 Committees: Executive (Chair)		*H. Lynn Harton* With 40 years of experience in the banking industry, Mr. Harton has extensive experience with respect to lending, risk management, credit administration, and virtually all other aspects of United Community’s business. Career Highlights Mr. Harton serves as Chairman of the Board, President, and Chief Executive Officer of United Community and as Chairman of the Board and Chief Executive Officer of the Bank. Mr. Harton joined United Community in 2012 as Chief Operating Officer. In 2015, he was named President and elected to the Board of both United Community and the Bank. Mr. Harton was named Chief Executive Officer of the Bank in 2017 and was named Chief Executive Officer of United Community in 2018. Mr. Harton was named Chairman of the Board of both United Community and the Bank in 2019. Mr. Harton served as President of the Bank until 2021. Prior to joining United Community, Mr. Harton served as the Executive Vice President and Head of Commercial Banking-South of Toronto-Dominion Bank (“TD Bank”) from 2010 to 2012. From 2009 to 2010, Mr. Harton served as President and Chief Executive Officer of The South Financial Group (“TSFG”), and from 2007 to 2009 he served as TSFG’s Chief Risk and Chief Credit Officer. During his time at TSFG, Mr. Harton raised capital to support TSFG during the 2008 financial crisis, negotiated the sale of the company to TD Bank, and, post-sale, led the successful integration of TSFG into TD Bank. Prior to joining TSFG, Mr. Harton served from 2003 to 2007 as the Chief Credit Officer of Regions Financial Corporation and Union Planters Corporation. He also held various executive positions at BB&T from 1983 to 2003. Mr. Harton is a past member of both the RMA National Community Bank Council and the RMA Board of Directors. He has also served on a number of additional financial boards and committees throughout his career, including the Palmetto Business Forum, RMA National Credit Risk Council, CBA National Small Business Banking Committee, and the Equifax Small Business Financial Exchange. He is a recipient of South Carolina’s highest honor, the Order of the Palmetto. Education Mr. Harton earned his bachelor’s degree from Wake Forest University and has participated in various executive programs at Duke University, Wharton, Columbia, Northwestern, the University of North Carolina, and the University of South Carolina.


Age: 65 Director since: 2023 Committees: Audit, Risk		*John M. James* Mr. James has more than 35 years of experience in senior financial management roles. Mr. James has served in senior executive positions encompassing financial reporting, accounting, treasury, and regulatory responsibilities in a global banking organization, which allows him to provide a unique perspective on United Community’s Board of Directors. Mr. James qualifies as an audit committee financial expert and serves on the Audit Committee. Career Highlights Mr. James served as the Americas Legal Entity Controller for Bank of America from 2019 until his retirement in 2022. In that role, Mr. James was responsible for all of the legal entity controllership activities for the U.S., Canada, Mexico, Brazil, and other countries in South America. He also had responsibility for certain corporate and treasury accounting functions. Prior to his role as Americas Legal Entity Controller, Mr. James was the Corporate Controller for Bank of America for 14 years. In that role, he was responsible for certain corporate and treasury accounting functions, SEC reporting, accounting policy, corporate analysis and reporting, and Enterprise Reg W governance. Mr. James joined Bank of America in 2005 as the Corporate Controller. Before joining the bank, he completed a two-year professional accounting fellowship in the Office of the Chief Accountant at the SEC in Washington, D.C. Prior to his time at the SEC, he spent twelve years with PricewaterhouseCoopers LLP including four years in the Accounting Consulting Services

		group of the firm’s Professional, Technical, Risk & Quality National Office as a financial instruments accounting consultant. During this time, he was also a member of the Financial Instruments Task Force of the Auditing Standards Board. He also previously worked in the banking and insurance industries for seven years in a variety of senior financial management positions. Education Mr. James graduated from the University of Kentucky, earning a bachelor’s degree in business administration with a concentration in finance and a bachelor’s degree in accounting. During his career, he was previously a certified public accountant and held a Chartered Financial Analyst (CFA) designation.


Age: 54 Director since: 2018 Committees: Executive, Talent and Compensation (Chair)		*Jennifer K. Mann* Ms. Mann provides a wealth of human resources experience to the Board of Directors. Her leadership in human resources demonstrates her vision and strong management skills and offers extensive human resources insight to the Board of Directors. Career Highlights Ms. Mann has been employed with SAS since 1998 and currently serves as Executive Vice President of Human Resources, where she is responsible for developing and guiding SAS’ human resources vision and articulating the organization’s strategy to help acquire, develop, reward and retain the best talent. Ms. Mann leads a global human resources organization that acts as a steward of the SAS culture and engages a global workforce of over 12,000 with diverse talents and skills. SAS has been ranked on the FORTUNE 100 Best Companies to Work For® list since the list’s inception. This recognition includes multiple number one rankings in the US, as well as the World’s Best Multinational Workplaces from Great Place to Work®, garnering accolades for SAS across the globe for its workplace culture and commitment to innovation. Her workplace culture insights have been shared in The Wall Street Journal, US News & World Report, CBS MoneyWatch, CBS Sunday Morning, CNN, and The Great Workplace by Michael Burchell and Jennifer Robin. Ms. Mann was selected as a 2014 finalist for Chief Human Resources Officer of the Year by HRO Magazine. Prior to joining SAS, Ms. Mann held human resources leadership roles in industries such as high-tech manufacturing, healthcare and academia. Ms. Mann serves on the advisory council at North Carolina State University’s Poole College of Management and on the Board of Trustees for Meredith College. She is a member of OnBoardNC. Education Ms. Mann received her bachelor’s degree in psychology and business from Meredith College in Raleigh, North Carolina.


Age: 73 Director since: 2012, Lead Director Committees: Audit, Executive, Nominating and Corporate Governance		*Thomas A. Richlovsky* Mr. Richlovsky has extensive experience in the financial services industry, having served in senior executive positions in finance, accounting and treasury at major banking organizations. Mr. Richlovsky’s expertise and experience in these finance-related areas of banking provide a valuable perspective, making him well suited to serve on United Community’s Board of Directors. Mr. Richlovsky qualifies as an audit committee financial expert and serves on the Audit Committee. Career Highlights Mr. Richlovsky retired as Executive Vice President at PNC Financial Services Group Inc. (“PNC”) in 2011. He joined PNC upon its acquisition of National City Corporation in December 2008. Mr. Richlovsky was Chief Financial Officer, Treasurer and Principal Accounting Officer of National City at the time of its acquisition by PNC. During his 30-year tenure with National City, he assumed progressively greater responsibilities and gained extensive financial management, accounting and treasury expertise. Over that same period, National City grew from approximately $5 billion in assets and 2,000 employees to $150 billion in assets and over 30,000 employees. Following the

		sale of National City to PNC, Mr. Richlovsky was appointed Executive Vice President of PNC and assisted in the integration of the two companies. At PNC, he managed several functional areas within the PNC finance group. Mr. Richlovsky began his business career as an auditor in 1973 with Ernst & Ernst, a predecessor firm of Ernst & Young LLP, in Cleveland, Ohio. Mr. Richlovsky is a certified public accountant. During Mr. Richlovsky’s business career he was active in numerous professional organizations, including the American Institute of Certified Public Accountants, Financial Executives Institute, Bank Administration Institute and National Investor Relations Institute. He currently serves on the boards of several educational and not-for-profit organizations. Education Mr. Richlovsky graduated summa cum laude from Cleveland State University. He also completed graduate studies at The Stonier Graduate School of Banking at Rutgers University.


Age: 73 Director since: 1999 Committees: Talent and Compensation		*Tim R. Wallis* Mr. Wallis is a community leader and was a long-term owner of a small business. With United Community’s interest in small business and commercial banking, Mr. Wallis brings a valuable perspective and insight to the Board of Directors. His varied experience on a number of community boards, as well as his service on the United Community Bank — Rome community bank board, gives the Board of Directors a focus on the needs of our mid-size banking communities and the business owners within those communities. Career Highlights Mr. Wallis was previously President of Wallis Printing in Rome, Georgia. In addition to serving on the Board of Directors of United Community, Mr. Wallis also serves as Chairman on the community bank board of United Community Bank— Rome. He has served on the board of directors of the Printing and Imaging Association of Georgia (“PIAG”) and was Chairman of the association’s Government Relations Committee. In this capacity, he worked directly with PIAG legislative liaisons at both the state and national levels. Mr. Wallis previously served on the Georgia Chamber of Commerce board of directors and was the chair for Northwest Georgia. Additionally, Mr. Wallis has significant investment interests in retail shopping centers and apartment complexes throughout the Southeast. He also served on the Darlington School Board of Trustees, Georgia Southern University Foundation Board of Trustees, Rome/Floyd YMCA Board of Trustees, and the United Way of Rome and Floyd County Board of Trustees. Education Mr. Wallis is a graduate of Georgia Southern University.


Age: 78 Director since: 2016 Committees: Risk		*David H. Wilkins* Mr. Wilkins has extensive legal, regulatory and governance experience, having served in a senior position in a national law firm and as a U.S. Ambassador and Member of a State House of Representatives. With this comprehensive legal and governance experience, Mr. Wilkins provides a valuable perspective to United Community’s Board of Directors. Career Highlights Ambassador Wilkins is a partner at Nelson Mullins Riley & Scarborough LLP in Greenville, South Carolina serving on the government relations strategies group with a special focus on U.S. — Canada interests. He proudly served as U.S. Ambassador to Canada from June 2005 to January 2009, appointed by President George W. Bush. After returning to South Carolina from Canada, Ambassador Wilkins spent six years chairing the Clemson University Board of Trustees and now serves as a Trustee Emeritus to that board. Additionally, he served as a director on several corporate boards over the past ten years. He is a member of both the South Carolina Bar Association and the American Bar Association. In 2010,

South Carolina’s then Governor-elect Nikki Haley tapped Mr. Wilkins to chair her government transition team. First elected in 1980, Ambassador Wilkins served 25 years in the South Carolina House of Representatives. He was elected Speaker of the House in 1994, a position he held for 11 years until he resigned for his ambassadorship post. He is the recipient of numerous awards including South Carolina’s highest honor, the Order of the Palmetto.

Education

Mr. Wilkins received his bachelor’s degree from Clemson University and his JD degree from University of South Carolina School of Law.

Process for Shareholder to Recommend Individuals for Consideration by the Nominating and Corporate Governance Committee

Any shareholder who wishes to recommend a director candidate for consideration by our Nominating and Corporate Governance Committee must submit a written notice to our Corporate Secretary. For the 2026 Annual Meeting of Shareholders, the Nominating and Corporate Governance Committee will consider recommendations received by December 3, 2025. The written notice must set forth:

•

The name and business or residence address of the nominee;

•

The number of shares of common stock of United Community that are beneficially owned by the nominee;

•

The total number of shares that, to the knowledge of the nominating shareholder, would be voted for such person;

•

The signed consent of the nominee to serve, if elected; and

•

The name and residence address of the nominating shareholder, and the number of shares of United Community that are beneficially owned by the nominating shareholder.

Written notices should be sent to the Corporate Secretary, United Community Banks, Inc., 200 East Camperdown Way, Greenville, South Carolina 29601. A proposed nominee must complete a questionnaire providing requested information about his or her background and qualifications as well as information that would be required to be disclosed by the SEC’s proxy rules and would allow the Nominating and Corporate Governance Committee to evaluate that person’s independence. In addition, any shareholder who intends to solicit proxies in support of director nominees other than our nominees at the 2026 Annual Meeting of Shareholders, in order to comply with the SEC’s universal proxy rules, must provide notice no later than March 15, 2026 to our Corporate Secretary (at the same address previously set forth) that contains all information required by Exchange Act Rule 14a-19.

There were no director nominations proposed for the 2025 Annual Meeting by any shareholder.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR ALL” OF THE 12 DIRECTOR NOMINEES NAMED IN PROPOSAL 1.

Corporate Governance

Our Board of Directors

Our Board provides active, engaged, independent oversight of the Company. Our Board sets the cultural “tone at the top” and oversees the Company’s business with an effective leadership structure guided by strong governance practices. All members of the Board are well engaged in fulfilling their responsibilities. The Board places a high value on collegiality and open dialogue. The Board proactively fosters a culture of transparency and respect for others. At Board meetings, the Lead Director and other Board members regularly articulate the desire for all members of the Board to express their views and to be open to the opinions of others. We believe that the Board’s commitment to this positive culture is a core attribute that facilitates the Board’s effective independent oversight of the Company.

Our Board is guided by strong governance principles and practices, including the following:

✓ Lead independent director with clearly defined role

✓ Audit Committee, Nominating and Corporate Governance Committee, Risk Committee, and Talent and Compensation Committee each consist entirely of independent directors

✓ Executive session of independent directors at each regular Board meeting

✓ Regular consideration of Board and committee composition and refreshment

✓ Periodic comprehensive Board and committee self-assessments

✓ Direct Board access to management and transparency and openness in communications

✓ Stock ownership guidelines for directors

✓ Strict anti-hedging policy

Among other important functions, our Board and its committees:

•

Oversee management’s development and implementation of a multi-year strategic business plan and monitor our progress in meeting the strategic business plan

•

Oversee our risk management processes and efforts to identify, assess, and manage or mitigate material risks facing United Community, including operational, cyber, credit, market, liquidity, compliance, and reputational risks

•

Oversee our audit function, our independent registered public accounting firm, and the integrity of our financial statements

•

Review, monitor, and approve succession plans for our Chief Executive Officer (“CEO”) and other key executives to promote senior management continuity

•

Oversee the establishment and administration of appropriately designed compensation programs and plans

•

Review our CEO’s performance and approve the total annual compensation for our CEO and other executive officers

•

Oversee the Company’s maintenance of high ethical standards, including by adoption of a code of ethical conduct that applies to our executive management and the Board

•

Review our governance practices, our human capital management policies and practices, and our community development and engagement initiatives

Director Independence

NYSE listing standards require that a majority of our directors be independent and that each member of our Audit Committee, Nominating and Corporate Governance Committee, and Talent and Compensation Committee be independent. Our Board determines the independence of each director and director nominee in accordance with guidelines it adopted, which include all elements of independence set forth in the NYSE listing standards and U.S. Securities and Exchange Commission (“SEC”) rules. The Board first considers whether any director or nominee has a relationship covered by the NYSE listing standards that prohibits an independence finding for Board or committee purposes. Any director who has a material relationship with United Community or its management is not considered to be independent.

Our Board has affirmatively determined that all of our director nominees are independent, except for our CEO, H. Lynn Harton, due to his employment with the Company. Specifically, the Board determined that each of the following director nominees are independent under NYSE listing standards and our guidelines:

Jennifer M. Bazante	Kenneth L. Daniels	John M. James	Tim R. Wallis
George B. Bell	Sally Pope Davis	Jennifer K. Mann	David H. Wilkins
James P. Clements	Lance F. Drummond	Thomas A. Richlovsky

Our Board determined as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of the director’s independent judgment in carrying out his or her responsibilities as a director. The Board also determined that each person who currently serves or who served in 2024 on the Audit Committee, the Nominating and Corporate Governance Committee, or the Talent and Compensation Committee meets or met, as applicable, the NYSE independence requirements for membership on those committees and, as to the Audit Committee, SEC independence rules.

In reaching the determination that Mr. Wilkins is independent, the Board considered that during 2024, United Community paid approximately $685,000 to the law firm of Nelson Mullins Riley & Scarborough, LLP (“NMRS”) for various legal services. Mr. Wilkins is a partner with NMRS. The fees paid to NMRS by United Community during 2024 amount to less than one-tenth of 1% of that firm’s total revenue and did not exceed established thresholds that are incompatible with Mr. Wilkins being considered independent under the rules of NYSE and applicable provisions of the Securities Exchange Act of 1934 (the “Exchange Act”). Mr. Wilkins performed no legal work for the Company and received no compensation related to the engagement.

Board Leadership Structure

Our Board periodically reviews its leadership structure. The Board maintains flexibility to determine the most effective leadership structure in light of the composition of the Board, the composition of management, and the needs of the Company as they change over time. We currently have a Chairman and an independent Lead Director. Mr. Harton, our CEO, serves as Chairman, and Mr. Richlovsky serves as Lead Director. The Lead Director is appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee.

Our Board believes that the existing structure, with Mr. Harton as Chairman and Mr. Richlovsky as Lead Director, continues to be the most effective leadership structure at this time. The Company benefits from an executive Chairman with deep experience in the financial services industry and knowledge of the Company’s emerging risks and issues that derives from close coordination with the management team. The combined CEO and Chairman role allows the Company to communicate its strategy to employees, customers, regulators, shareholders, and other stakeholders in a single voice. The Company likewise benefits from a Lead Director with deep experience in the financial services industry who communicates regularly with the Chairman, other members of the Company’s management team, and the other independent directors. We believe that the joint efforts and coordination between our Chairman and Lead Director exemplify effective Board leadership and fulfillment of the Board’s oversight responsibilities.

Our Lead Director is highly engaged with management and the other independent directors. Our Lead Director:

	✓	Regularly meets with the CEO
	✓	Coordinates with the CEO and committee chairs to develop Board and committee meeting agendas
	✓	Regularly speaks with each of the committee chairs
	✓	Attends all committee meetings
	✓	Advises the CEO of the information needs of the Board and provides feedback from the Board
	✓	Serves as a “sounding board” for the CEO
	✓	Develops topics of discussion for executive sessions of the Board
	✓	Leads the executive sessions of the Board
	✓	Coordinates with the CEO and the Chair of the Nominating and Corporate Governance Committee to develop the agenda, topics, and content for the Board’s annual retreat
	✓	Coordinates with the Talent and Compensation Committee on the annual performance evaluation of the CEO
	✓	Serves as a contact for shareholders, employees, and other interested parties who wish to communicate with nonemployee directors on the Board

Board Evaluation

The Board and each Board committee continually evaluate their own effectiveness throughout the year. The Lead Director, the committee chairs, and the CEO/Chairman regularly discuss the Board and Board committee areas of responsibility and processes, as well as general governance principles, to seek ways in which to enhance the Board’s effectiveness and efficiency.

The Board and each committee perform self-evaluations annually using a process approved by the Nominating and Corporate Governance Committee. In addition, directors are asked to provide candid feedback on individual members of the Board to the Chair of the Nominating and Corporate Governance Committee, the Chairman of the Board, or the Lead Director, who then meet to discuss individual director performance and succession considerations.

The Board retains an outside consultant to facilitate the self-evaluation process. In connection with the self-evaluation process, Board members complete a questionnaire, and each director engages in a one-on-one feedback interview and conversation with the third-party facilitator. Among other topics, the 2024 self-evaluation questionnaire and interviews covered these key areas:

The Board reviewed and discussed the results of the self-assessment questionnaire and interviews as part of the self-evaluation during a Board session guided by a third-party facilitator.

Board Continuing Education and Development

Board development opportunities are provided to directors to support the performance of their responsibilities. These opportunities are designed to allow directors to augment their existing skill sets and remain abreast of emerging risks and trends applicable to the Company’s business and the financial services industry. The Company regularly provides directors with training sessions by management and by third-party specialists on a wide range of topics that assist Board members in carrying out their responsibilities, including compliance, governance, technology, cybersecurity, regulatory oversight, risk management, financial management, and laws governing directors’ duties and conduct. The Company also supports directors in attending third-party educational seminars and conferences.

In addition, the Board engages in an annual retreat. The Board retreat agenda is developed by the Company in collaboration with the Lead Director and Chair of the Nominating and Corporate Governance Committee and with input from other Board members. The Board retreat typically includes presentations and workshops with both internal resources and outside consultants and speakers. The content is specifically tailored to topics relevant to the Company’s strategic priorities, business plan, and risk management, but also covers industry-wide trends, challenges, and opportunities. The Board retreat also provides directors with insights and perspectives from third-party stakeholders such as shareholders, investors, regulators, vendors, and

advisors. Topics covered in recent years include economic outlook, political trends, regulatory changes, investor and analyst viewpoints, banking landscape, customer experience and strategy, M&A, fintech, digital adoption, and analysis of United Community business lines and functions.

New Director Orientation

Newly elected directors engage in a director orientation process designed to familiarize them with the Company’s business and culture, corporate governance framework, and the role and responsibilities of Board members. New Board members meet individually with members of the Company’s executive management team and are provided with information regarding the Company’s businesses, strategic planning process, risk management framework, and culture and values. Our General Counsel facilitates a Board orientation session to review the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and other policies applicable to Board members. Each new Board member is assigned a longer-serving Board member to guide the Board member through the first year of service and to act as a resource for the new Board member. For the first year, new Board members are invited to attend all Board committee meetings to gain an understanding of the operation and duties of each committee.

CEO and Key Management Succession Planning

Our Board oversees our long-term management development and succession. Management maintains procedures to be implemented upon the sudden departure of our Chief Executive Officer or other key members of our executive team. The management development and succession program focuses on key positions and succession elements, including identification of potential successors for positions when it is determined that internal succession is appropriate, assessment of each potential successor’s level of readiness, and preparation of individual growth and development plans. The succession plans are reviewed by the Board at least annually.

Board Committees

Our Board established five standing committees: Audit, Executive, Nominating and Corporate Governance, Risk, and Talent and Compensation. Our Board committees act on behalf of the Board and report their activities to the Board at regular Board meetings. The Board appoints the members of each committee based on the recommendations of the Nominating and Corporate Governance Committee.

At least annually, the Board and the Nominating and Corporate Governance Committee review the committee member assignments and chair positions and consider committee changes, refreshment, and chair rotations. The Board and Nominating and Corporate Governance Committee also regularly review the director qualifications and experience matrix to assist them in evaluating the experience of directors on each committee.

The following table identifies the current members and chairs of each of our standing committees.

	Audit Committee	Executive Committee	Nominating and Corporate Governance Committee	Risk Committee	Talent and Compensation Committee
Jennifer M. Bazante			Member		Member
George B. Bell	Member			Member
James P. Clements			Member		Member
Kenneth L. Daniels	Member	Member		Chair
Sally Pope Davis			Member	Member
Lance F. Drummond		Member	Chair	Member
H. Lynn Harton *		Chair
John M. James	Member			Member
Jennifer K. Mann		Member			Chair
Thomas A. Richlovsky ^•	Member	Member	Member
David C. Shaver ⁺	Chair	Member			Member
Tim R. Wallis					Member
Amb. David H. Wilkins				Member

* = Chairman of the Board • = Lead Director

⁺Mr. Shaver is not standing for re-election. Mr. James is expected to be appointed as Chair of the Audit Committee.

The Board adopted a charter for each standing Board committee, and these charters are available on the Investor Relations > Corporate Governance section of our website (www.ucbi.com). Each committee charter addresses the purpose, authority, and responsibilities of the committee, as well as membership and meetings. As required by each committee charter, each committee annually reviews and assesses its charter’s adequacy and the committee’s performance. Committees may recommend amendments to their respective charters, and our Board must approve amendments.

A discussion of the members, number of meetings held in 2024, and key responsibilities of each of our standing committees follows.

Audit

Membership: Mr. Bell, Mr. Daniels, Mr. James, Mr. Richlovsky, Mr. Shaver (Chair)

2024 Meetings: 8

Key Responsibilities:

• Selects the independent auditor

• Annually evaluates the independent auditor’s qualifications, performance, and independence, as well as the lead audit partner; discusses the nature, scope, and rigor of the audit process; and reviews the independent auditor’s annual report on the Company’s internal quality control procedures and any material issues raised by its most recent review of internal quality controls

• Discusses the annual audited and quarterly unaudited financial statements with management and the independent auditor

• Reviews with management and auditors the quality and adequacy of our internal control over financial reporting and disclosure controls and procedures, and establishes procedures for receipt, retention, and treatment of complaints regarding accounting or internal controls

• Oversees, reviews, and approves internal audit activities, projects, and budget

• Oversees the effectiveness of our compliance and ethics programs

• Oversees our compliance with legal and regulatory requirements

Executive

Membership: Mr. Daniels, Mr. Drummond, Mr. Harton (Chair), Ms. Mann, Mr. Richlovsky, Mr. Shaver

2024 Meetings: 4

Key Responsibilities:

• To the extent permitted by applicable law, has the responsibility to exercise, during the intervals between meetings of the Board, any and all of the powers and authority of the Board in United Community’s management and affairs

• From time to time, our CEO or executive team consult the Executive Committee regarding strategic or other matters where input of Board members may be valuable outside of regularly scheduled Board meetings

Nominating and Corporate Governance

Membership: Ms. Bazante, Dr. Clements, Ms. Davis, Mr. Drummond (Chair), Mr. Richlovsky

2024 Meetings: 4

Key responsibilities:

• Reviews and recommends, as appropriate, changes to the size, composition, and operation of the Board and its committees

• Develops and recommends criteria for selecting new directors

• Identifies, screens, and recommends to our Board individuals qualified to serve on the Board

• Recommends Board committee structure and membership, including the recommendation of a Lead Director

• Assists the Board with succession planning

• Develops, recommends, and annually assesses corporate governance policies, practices, and training requirements and guidelines and makes recommendations for changes to the Board

• Oversees the process governing annual Board, committee, and Board self-assessments

• Oversees share ownership guidelines for Board members

Risk

Membership: Mr. Bell, Mr. Daniels (Chair), Ms. Davis, Mr. Drummond, Mr. James, Mr. Wilkins

2024 Meetings: 4

Key responsibilities:

•      Assists the Board in its general oversight of the Company’s risk management processes

•      Responsible for an integrated effort to identify, assess, and manage or mitigate material risks facing the Company

•      Monitors and reviews United Community’s enterprise risk management processes, strategies, policies, and practices to identify emerging risks

•      Evaluates the adequacy of United Community’s risk management functions

•      Makes recommendations to management and the Board in order to effectively manage risks

Talent and Compensation

Membership: Ms. Bazante, Dr. Clements, Ms. Mann (Chair), Mr. Shaver, Mr. Wallis

2024 Meetings: 6

Key Responsibilities:

• Reviews and approves corporate goals and objectives relevant to compensation of the Company’s executive officers

• Determines executive officer compensation and recommends director compensation for Board approval

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