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

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.         )

Check the appropriate box:

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):

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

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

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:

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:

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.

Overall Board Composition and Size

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:

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:

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.

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.

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:

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.

Among other important functions, our Board and its committees:

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:

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:

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.

* = 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.

Board and Committee Meeting Attendance

Directors are expected to attend our annual meeting of shareholders, Board meetings, and meetings of Board committees on which they serve. Attendance may be by telephone or video conference. During 2024, our Board met seven times. The Company’s independent directors meet in executive session in conjunction with each regular Board meeting. Mr. Richlovsky, as Lead Director, presides over all executive sessions of the independent directors.

During 2024, each of our incumbent directors attended at least 75% of the aggregate meetings of our Board and the committees on which they served. In addition, each of our directors serving at the time attended our 2024 Annual Meeting of Shareholders.

In addition to our regular meetings of the Board and Board committees, directors attend a Board retreat annually. Participants in the Board retreat engage in discussion of the Company’s strategic imperatives and benefit from outside speakers who present on emerging topics relevant to the Company and the banking industry.

United Community Growth Roadmap

Our Board sets the strategic direction of the Company and sets the cultural “tone at the top.” Our vision, purpose, and values drive our strategy and serve as the foundation of our strong culture.

Our vision, purpose, values, and strategic priorities, as approved by the Board, are incorporated into a “Growth Roadmap.” The Growth Roadmap serves as a guide to the Board, our leadership, and our employees throughout the Company to show what United Community stands for and the culture we embody. The Growth Roadmap is routinely emphasized and reinforced in Company-wide communications, team meetings, and other interactions among employees.

Board Oversight of Risk

The Board oversees the Company’s risk management. The Company developed a risk management structure to facilitate careful oversight of risk. The Board provides credible challenge and holds management accountable for maintaining an effective risk management program and for adhering to risk management expectations.

The Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives and discusses reports prepared by United Community’s executive management, including the Chief Risk Officer, on areas of material risk to United Community. The Board uses these reports to understand the risk identification, risk management, and risk mitigation strategies being used by United Community and to oversee the implementation of the strategies.

To further support the risk management function, United Community also has a Risk Committee comprised solely of independent directors. The Risk Committee assists the Board in its general oversight of the Company’s risk management processes and is responsible for an integrated effort to identify, assess, and manage or mitigate material risks facing the Company. The Risk Committee’s primary functions include monitoring and reviewing United Community’s enterprise risk management processes, strategies, policies, and practices to identify emerging risks, evaluate the adequacy of United Community’s risk management functions, and make recommendations to management and the Board to effectively manage risks.

United Community is committed to maintaining appropriate practices with respect to the security, availability, and confidentiality of the information entrusted to it by its customers and other stakeholders. In furtherance of that commitment, United Community continually works to strengthen its information technology infrastructure and enhance its cybersecurity and information security controls.

Information Security and Cyber Awareness

As part of its oversight responsibilities over Company risks and controls, the Risk Committee of the Board oversees United Community’s efforts to respond to increasingly challenging cyber and information security risks. At each quarterly meeting of the Risk Committee, United Community’s Chief Information Officer reports to the Risk Committee of the Board regarding security testing, training, audits, key cybersecurity metrics, and United Community’s efforts to identify, prepare for, prevent, and respond to critical threats. The Risk Committee receives regular updates on the maturity of United Community’s information security program, penetration testing results, infrastructure assessments, threat environment, security operations, operational events,

vendor and supply chain security, and application/data security. On an annual basis, United Community’s Chief Information Officer presents a Cybersecurity Program Update to the Risk Committee of the Board.

All employees are engaged in protecting and securing data. Employees receive annual training on cybersecurity risks, including training that raises awareness of phishing scams, as well as annual training on security, privacy, and policy awareness. We also routinely conduct exercises to raise information security awareness. In addition to enterprise-wide cybersecurity training for all employees, the Company also annually conducts targeted cybersecurity training for all IT personnel and application development personnel.

Audit Committee Financial Expert

Our Board determined that each of Messrs. James, Richlovsky, and Shaver is an “Audit Committee financial expert” as that term is defined in the regulations promulgated under the Exchange Act. Additionally, the Board determined that all members of the Audit Committee are able to read and understand fundamental financial statements within the meaning of NYSE’s Audit Committee requirements.

Share Ownership Guidelines, Insider Trading and Anti-Hedging Policy

The Board adopted share ownership guidelines for directors and executive officers.

Each nonemployee director is expected to maintain a meaningful ownership of shares of the Company’s common stock, which the Company considers to be common stock having a value at least equal to three times the annual base cash retainer payable for service on the Company’s Board. Such ownership is expected to be acquired within five years of election to the Board. Each nonemployee director is expected to retain ownership of 100% of all shares granted by the Company after such shares vest until the nonemployee director reaches the target.

Each employee at the level of Executive Vice President and above is expected to maintain a meaningful ownership of shares of the Company’s common stock, which the Company considers to be a number of shares of our common stock having a value at least equal to a multiple, as set forth below, of the officer’s annual base salary as in effect from time to time.

Such ownership is expected to be acquired within five years of such person’s hire or promotion date. Each executive officer is expected to retain ownership of 100% of all net after-tax shares granted by the Company after such shares vest until the executive officer reaches the target.

Our insider trading policy, which governs trading in our securities by our directors, officers and employees, is designed to promote compliance with insider trading laws, rules, and regulations, and applicable exchange listing standards. It also prohibits Board members and employees (including our executive officers) from pledging United Community securities as collateral, holding United Community securities in a margin account, or hedging against any decrease in the market value of equity securities issued by United Community and held by them, such as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options, exchange funds, or other derivative instruments related to United Community stock.

Code of Business Conduct and Ethics

United Community adopted a Code of Business Conduct and Ethics designed to promote ethical conduct which applies to all employees of United Community, including our executive and senior management and Board and United Community’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. United Community’s Code of Business Conduct and Ethics is available on our website (www.ucbi.com), where we would also post any amendments or waivers to the Code of Business Conduct and Ethics.

Communications with Board of Directors

Shareholders wishing to communicate with the Board should send any communication in writing to the Corporate Secretary, United Community Banks, Inc., 200 East Camperdown Way, Greenville, South Carolina 29601. Any such communication must state the number of shares beneficially owned by the shareholder making the communication. The communication will be forwarded to the full Board or to any individual director or directors to whom the communication is directed unless the communication is determined to be illegal or otherwise inappropriate.

Corporate Governance Information

You can find information regarding our corporate governance practices on the Investor Relations > Corporate Governance section of our website (www.ucbi.com), including our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and the charter of each of our standing committees. This information is available in print to any shareholder who sends a written request to: Investor Relations, United Community Banks, Inc., 200 East Camperdown Way, Greenville, South Carolina 29601.

Transactions with Management and Others

Policy with Respect to Approval of Related-Party Transactions

United Community has a written related-party transaction policy that governs the review, approval, and ratification of any transaction that would be required to be disclosed by United Community pursuant to SEC requirements. United Community’s Board (or the Audit Committee of the Board) must approve all such transactions under the policy.

Before the Company may enter into a related-party transaction or an amendment thereof, the Board (or a committee of the Board) must consider all of the available relevant facts and circumstances, including, if applicable, benefits to United Community, the impact of a transaction on a director’s independence, the availability of other sources for comparable products or services, the terms of the transaction, and the terms available to or from unrelated third parties or employees generally, as the case may be. No member of the Board or any committee shall participate in any review, consideration, or approval of any related-party transaction with respect to which such member or any of his or her immediate family members is a related-party.

2024 Related-Party Transactions

There were no related-party transactions in 2024, except as described in Corporate Governance: Director Independence.

Director Compensation

The Talent and Compensation Committee reviews and recommends to the Board the compensation of the Company’s nonemployee directors. In performing this role, the Talent and Compensation Committee regularly meets with and receives analysis and information (including peer data) from Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), its independent compensation consultant. The Board and the Talent and Compensation Committee believe that director compensation should attract and retain qualified directors and compensate them for the significant time commitment and substantial contributions they are expected to make in their capacities as directors and that the compensation should align the directors’ interests with the long-term interests of the Company’s shareholders. The compensation program for the Company’s nonemployee directors is a combination of cash and equity and is assessed and reviewed relative to peers at least annually.

Directors of the Company and the Bank who are employees of the Company and/or the Bank receive no additional compensation for being a director of the Company or the Bank or for serving on a committee of the Board. Additionally, directors do not receive separate compensation for serving on the Bank’s Board.

On an annual basis, the Talent and Compensation Committee selects, in conjunction with Aon, a benchmark group of publicly-traded financial institutions to use in assessing the compensation of United Community’s executives and nonemployee directors. The peer group is used by our Talent and Compensation Committee to ensure that United Community’s compensation programs offer competitive compensation potential and reflect best practices in compensation program design. See Executive Compensation: Compensation Discussion and Analysis for additional information regarding our compensation philosophy and objectives and the role of our Talent and Compensation Committee as well as our independent compensation consultant.

During the third quarter of 2023, the Talent and Compensation Committee reviewed a director compensation analysis prepared by Aon of the Company’s director compensation compared to director compensation for 2022 for the benchmark group of publicly-traded financial institutions used in assessing the compensation of United Community’s executives and nonemployee directors.

See Executive Compensation: Compensation Discussion and Analysis: 2024 Executive Compensation Process for additional information regarding the benchmark group. The Talent and Compensation Committee’s review resulted in its recommending to the Board the same compensation structure and amounts for 2024 Board compensation as had been in place for 2023. The chairs of each committee receive the member fee in addition to the fee for being the chair. The Lead Director receives the directorship fee in addition to the fee for being Lead Director. The following table summarizes the components of annual director compensation effective January 1, 2024.

During the third quarter of 2024, the Talent and Compensation Committee reviewed a director compensation analysis prepared by Aon of the Company’s director compensation compared to director compensation for 2023 for the benchmark group of publicly-traded financial institutions used in assessing the compensation of United Community’s executives and nonemployee directors. In this analysis, Aon and the Talent and Compensation Committee made no changes to the peer group used in its

assessment of and review of director compensation performed in 2023. The Talent and Compensation Committee’s review resulted in its recommending to the Board changes to the compensation amounts for Board compensation effective September 1, 2024 to preserve the positioning of the directors’ compensation closer to the 50th percentile of the peer group. The chairs of each committee receive the member fee in addition to the fee for being the chair. The Lead Director receives the directorship fee in addition to the fee for being Lead Director. The following table summarizes the components of annual director compensation effective September 1, 2024. The increase in director equity compensation was approved to be effective for equity compensation awards granted after September 1, 2024.

The following table summarizes the compensation earned by or paid to each person who served as a nonemployee member of our Board of Directors during all or any part of 2024. Certain columns specified for this table by Item 402(k) of Regulation S-K have been omitted because they were not applicable.

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, we provide our shareholders each year with an opportunity to vote, on an advisory basis, on compensation paid to our “Named Executive Officers” (“NEOs”) as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K. Accordingly, we are asking our shareholders to provide an advisory non-binding vote (say-on-pay vote) to approve our executive compensation as we have described it in Executive Compensation: Compensation Discussion and Analysis and in the accompanying compensation tables. At our 2024 Annual Meeting of Shareholders, over 98% of the votes cast favored the say-on-pay proposal. Our Talent and Compensation Committee believes that this result continues to evidence strong shareholder support of our executive compensation programs and thus has maintained a consistent overall approach for 2024.

Our Talent and Compensation Committee oversees our executive compensation program, structures the program, adopts changes to the program and awards compensation as appropriate to reflect United Community’s performance and promote the objectives of the program. Our compensation programs are designed to attract and retain talented, experienced and qualified individuals, to motivate and reward outstanding performance while maintaining safe and sound banking practices, to promote our strategic goals and to support long-term value creation for our shareholders.

The say-on-pay vote is advisory and will not be binding on the Board or the Talent and Compensation Committee. However, our Board and Talent and Compensation Committee value our shareholders’ views and will consider the outcome of the vote when making future executive compensation decisions.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” OUR SAY-ON-PAY PROPOSAL (PROPOSAL 2).

Proposal 3: Advisory Vote on Frequency of Say-On-Pay Vote

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act), and the related rules of the SEC, the Company is providing shareholders the opportunity to indicate, on a non-binding, advisory basis, whether future say-on-pay votes of the nature reflected in Proposal 2 of this Proxy Statement should occur every year, every two years or every three years. At the 2019 Annual Meeting of Shareholders, our shareholders indicated their preference for us to hold say-on-pay votes on an annual basis, and the Board subsequently determined that the Company would hold, and we have held, an annual say-on-pay vote.

Although the Board recommends holding a say-on-pay vote once every year, shareholders have the option to specify one of four choices for this matter: every year, every two years, every three years or abstain. Shareholders are not voting to approve or disapprove the Board’s recommendation. This say-on-pay frequency proposal is nonbinding on the Board of Directors. Although nonbinding, the Board and the Talent and Compensation Committee will carefully review the voting results. Notwithstanding the Board’s recommendation and the outcome of the shareholder vote, the Board may, in the future, decide to conduct advisory say-on-pay votes on a less frequent basis.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE TO CONDUCT FUTURE
ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY YEAR (PROPOSAL 3).

Executive Officers

Each of our executive officers, as identified herein, is appointed annually by the Board and serves at the discretion of the Board.

H. Lynn Harton Age: 63 Officer of United Community Since 2012	Lynn Harton has served as President, Chief Executive Officer and Director since 2018. Mr. Harton served as President, Chief Operating Officer and Director from 2015 to 2018.   Prior to joining United Community in 2012, Harton was Executive Vice President and Head of Commercial Banking-South for TD Bank, N.A. Prior to that, Harton served as President and Chief Executive Officer at The South Financial Group (which was sold to TD Bank). With a career beginning in 1983, he has held various executive positions at BB&T, Union Planters Corporation and Regions Financial Corporation.
Richard W. Bradshaw Age: 63 Officer of United Community Since 2014	Richard Bradshaw serves as Chief Banking Officer of United Community as well as President of the Bank. In this role, he leads all the Bank’s diverse commercial, retail lines of business as well as the credit team. This includes overseeing the more than 200 branches across the six-state footprint.   Bradshaw brings more than 30 years of banking industry experience to his role at United Community. Prior to joining United Community in 2014, he served as the Head of U.S. SBA Programs at TD Bank, leading it to become the 8th largest SBA lender in the United States. He previously served as President at UPS Capital Business Credit in Atlanta, Georgia where he was responsible for sales and marketing for asset-based lending, equipment leasing, SBA and insurance.   Bradshaw is a retired Commander from the United States Naval Reserve Intelligence Program and served five years of active duty as a Captain in the United States Air Force.
Jefferson L. Harralson Age: 59 Officer of United Community Since 2017	Jefferson Harralson serves as Chief Financial Officer.   Harralson brings more than 25 years of financial services experience to the role. He is responsible for the Bank’s accounting, financial and reporting activities, as well as mergers and acquisitions, investor relations, treasury, capital and strategic planning, budget and stress testing.   Prior to joining United Community in 2017, Mr. Harralson served as a managing director for Keefe, Bruyette and Woods (“KBW”) where he led their small and midsized bank research team and was associate director of research.
Holly Berry Age: 51 Officer of United Community Since 2022	Holly Berry serves as Chief Human Resources Officer. In this role, she is responsible for recruiting and nurturing the talent United Community needs to be successful, while fostering a workplace culture that excites, engages, motivates, and rewards employees.   Berry brings 20 years of HR management experience to United Community, including previous leadership roles at BMW Manufacturing and Bank of America. Her industry certifications include the Senior Professional in Human Resources (SPHR) and SHRM Senior Certified Professional (SHRM-SCP) designations. Berry also earned a certification in U.S. Health Policy from Harvard University.

Abraham A. Cox Age: 48 Officer of United Community Since 2023	Abraham Cox serves as Chief Consumer and Small Business Banking Officer. In this role, he is responsible for Mortgage, Retail Sales, Wealth, Product Management, Retail and Small Business Credit, Navitas and Marketing.   Cox brings more than 25 years of experience in the banking industry. Prior to joining United Community, he served as Head of Mortgage Originations at Truist. He was chosen for the role in December of 2019, upon the merger of equals between BB&T Corporation and SunTrust Banks, Inc. Cox’s previous roles at Truist and its predecessor BB&T included executive and senior leadership roles in commercial, retail and mortgage banking across the Mid-Atlantic and Southeast. He began his banking career in 2000 in BB&T’s Leadership Development Program.
Melinda Davis Lux Age: 52 Officer of United Community Since 2020	Melinda Davis Lux serves as Chief Administrative Officer and General Counsel. In this role, she is responsible for the Company’s legal and governance affairs, providing guidance for significant transactional, regulatory and strategic matters and working closely with United Community’s Board of Directors and overseeing our information technology and banking operations.   Davis Lux brings more than 20 years of experience advising clients as a corporate and M&A attorney. Prior to joining United Community in 2020, Ms. Davis Lux was a partner with Womble Bond Dickinson in Greenville, South Carolina and served as a Global Board Member of Womble Bond Dickinson International. Earlier in her career, Davis Lux was a partner with the Wyche Law Firm, a corporate associate for Kilpatrick Stockton, LLP and Law Clerk to the Honorable Alexander B. Denson of the U.S. District Court in Raleigh, North Carolina.
Robert A. Edwards Age: 60 Officer of United Community Since 2015	Rob Edwards serves as Chief Risk Officer. In this role, he is responsible for oversight of credit performance, and all facets of model, operational, third-party and enterprise risk as well as compliance and loan review for United Community.   Edwards brings more than 25 years of experience in the financial services industry. Prior to joining United Community in 2015, he served as Executive Credit Officer over Credit Policy and Risk Reporting and Analytics at TD Bank N.A. He also served as the Chief Credit Officer at The South Financial Group (TSFG).
Mark Terry Age: 58 Officer of United Community Since 2016	Mark Terry serves as Chief Information Officer. In this role, Terry leads our information technology operations including all technology infrastructure, information security, data management, application support and project management.   Terry brings more than 30 years of experience in information technology. Prior to joining United Community in 2015, he served as Executive Vice President and Chief Information Officer of The Palmetto Bank, Chief Information Officer of the Forcht Group of Kentucky and System Engineer at EDS, Inc. He holds a certification as an Information Security Manager from the Information Systems Audit and Control Association and is a current member of the organization.

Executive Compensation

Compensation Discussion and Analysis

For purposes of this Proxy Statement, the term “executive officer” means the executive leadership of the Company, including our NEOs.

Our Talent and Compensation Committee strives to design our executive compensation program to serve the long-term interests of our shareholders. To deliver superior shareholder returns, we believe that it is critical to provide competitive compensation packages that will attract, retain and motivate talented and experienced executives with the requisite expertise.

Our Talent and Compensation Committee is comprised entirely of independent directors. The Talent and Compensation Committee determines and approves the compensation of our executive officers. The independent members of our Board of Directors provide input with respect to our CEO’s compensation and ratify the Talent and Compensation Committee’s determinations with respect to our CEO’s compensation.

Compensation Philosophy and Objectives

Our compensation philosophy for 2024 incorporates several elements, as follows:

Our executive compensation program does not allow for:

Say-on-Pay Vote from 2024 Annual Meeting of Shareholders

The Company held an advisory say-on-pay vote at its 2024 Annual Meeting of Shareholders. Shareholders approved the compensation of the NEOs, with 97.7% of shareholder votes cast (which excludes abstentions and broker nonvotes) voting in favor of the say-on-pay proposal. The Talent and Compensation Committee views this as an indication that the Company has been generally effective in implementing its compensation philosophy and objectives. Because we view this outcome as continuing to be overwhelmingly supportive of our compensation policies and practices, we do not believe that fundamental changes to the program are needed at this time. Nonetheless, because market practices and our business needs continue to evolve, we intend to continually evaluate our program and make changes when warranted.

2024 Select Business Highlights

See reconciliation of non-GAAP measures related to GAAP financial measures in United Community’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.

In addition to the highlights above, during 2024, the Company:

Executive Compensation Process

Role of Independent Compensation Consultant

The Talent and Compensation Committee has engaged the services of Aon to provide independent compensation consulting services. Aon has provided compensation consulting services to the Talent and Compensation Committee since 2015.

The Talent and Compensation Committee determines the scope of Aon’s services and has approved a written agreement pursuant to which Aon provides independent advice to the Talent and Compensation Committee. The approved scope of Aon’s work generally includes performing analyses and providing independent advice related to our executive and nonemployee director compensation programs and providing competitive market studies and other services that support the Talent and Compensation Committee’s decisions, such as providing advice in areas such as compensation philosophy, compensation risk assessment, market comparator group, incentive plan design, executive compensation disclosure, emerging best practices and changes in the regulatory environment.

The Talent and Compensation Committee annually reviews the independence and performance of its compensation consultant and the consulting services provided. In evaluating the independence and performance and considering the retention of its compensation consultant, the Talent and Compensation Committee also assesses the consultant’s independence in accordance with NYSE listing standards, taking into account whether:

In 2024, Aon’s compensation advisory role included providing market information on executive and director compensation levels and practices, assisting in the design of executive and director compensation programs and providing input on related technical and regulatory matters.

Based upon these and other factors, the Talent and Compensation Committee concluded that the retention of Aon did not present any conflicts of interest, that Aon was independent and that such retention was appropriate.

When requested by the Talent and Compensation Committee, an Aon representative attends Talent and Compensation Committee meetings and participates in private sessions with the Talent and Compensation Committee. Talent and Compensation Committee members may consult directly with Aon from time to time as desired, and the chair of our Talent and Compensation Committee regularly consults with Aon with respect to Talent and Compensation Committee responsibilities and compensation matters.

Role of Management

Our executive leadership team develops a rolling three-year strategic plan and annual business plan. The three-year strategic plan and annual business plan are reviewed and approved by our Board. Financial performance targets used in our incentive compensation programs typically are derived from those plans.

In developing recommendations regarding the compensation for each of our executive officers, our CEO considers the following factors:

The CEO makes recommendations to the Talent and Compensation Committee regarding the compensation for each of our executive officers. Our Talent and Compensation Committee reviews and considers the recommendations of the CEO and his evaluation of the performance of our executive officers.

Our Talent and Compensation Committee determines the compensation of our CEO after assessing the performance of the CEO and the performance of the Company as compared to the Board-approved plans and peer group performance. Our Lead Director, who consults regularly with the CEO and other directors, provides input to the Talent and Compensation Committee with respect to the CEO’s performance. The Committee also consults with Aon as to the appropriateness of our CEO’s compensation and each component of compensation considering market practices, sound governance practices and trends in compensation practices in the banking industry.

Although the Talent and Compensation Committee values and solicits management’s input, it retains and exercises sole authority to make decisions regarding executive officer compensation.

2024 Executive Compensation Process

In establishing the total compensation of each of our executive officers, the Talent and Compensation Committee considers the following factors:

During the third quarter of 2023, with the assistance of Aon, the Talent and Compensation Committee, selected a benchmark group of publicly-traded financial institutions and reviewed benchmarking data for the purposes of setting 2024 compensation for our executive officers. This peer group was based on institutions with comparable assets, recent asset growth, commercial loan concentrations, number of branches and location of operations. The 2023 benchmark group of publicly-traded financial institutions selected to guide 2024 compensation decisions (the “2024 Compensation Peer Group”) included:

The 2023 benchmark group of publicly-traded financial institutions for purposes of setting 2024 compensation was unchanged from the 2022 benchmark group selected for purposes of setting 2023 compensation for our executive officers.

When determining compensation for our executive officers, the Talent and Compensation Committee considers the median range of total compensation and components of compensation for the comparable roles within the peer group companies. The Talent and Compensation Committee also considers the balance of cash and equity compensation and short-term and long-term compensation of comparable roles within the peer group companies.

Although the Talent and Compensation Committee does not have a policy or target for the allocation of compensation between cash and equity compensation or short-term and long-term compensation as compared to the peer group companies, the Talent and Compensation Committee considers whether total compensation and the mix of compensation of each of our executive officers is within a reasonable range of median compensation for comparable positions at the peer group companies. The Talent and Compensation Committee’s review resulted in its recommending to the Board changes in base salaries for executive officers as well as changes in targets for annual cash and long-term equity incentive compensation for some executive officers effective January 1, 2024.

Consistent with the previous year’s compensation process, during the third quarter of 2024, with the assistance of Aon, the Talent and Compensation Committee, selected a benchmark group of publicly-traded financial institutions and reviewed benchmarking data for purposes of setting 2025 compensation for our executive officers. The 2024 benchmark group of publicly-traded financial institutions for purposes of setting 2025 compensation was unchanged from the 2023 benchmark group selected for purposes of setting 2024 compensation for our executive officers. The resulting benchmarking data reflected that our positioning relative to the median range of total compensation and the mix of compensation for the comparable roles within peer group companies lagged the peer market median as compared with our positioning at the time we initially set 2024 compensation (in 2023). The Talent and Compensation Committee’s review resulted in its recommending to the Board changes in base salaries for executive officers as well as changes in targets for annual cash and long-term equity incentive compensation for some executive officers effective September 1, 2024.

2024 Executive Compensation Components

Our executive compensation program is comprised of three main components:

We also provide executive officers with limited perquisites and other personal benefits that the Company and our Talent and Compensation Committee believe are reasonable and consistent with its overall compensation program.

Our Talent and Compensation Committee has structured the Company’s annual cash incentive award program and long-term, performance-based equity incentive award program to motivate executives to achieve the business goals set by the Company and to reward the executives for achieving such goals.

Because the Talent and Compensation Committee believes in generally aligning executive compensation with the Company’s performance, at least 50% of a NEO’s pay is typically provided in the form of at-risk, performance-based compensation. The following charts summarize the mix of our CEO’s 2024 target compensation, as well as the mix of the average target compensation for all of our other NEOs.

Although the 2024 executive compensation program uses the same elements and general structure as the 2023 executive compensation program, certain changes were made to base salaries and incentive potential for 2024 as described herein.

Base Salary

Base salaries are designed to recognize and reward the skill, competency, experience, and performance an executive brings to the position. Changes in base salary result primarily from comparison against peers, individual and Company performance, internal equity considerations, value to the organization, promotions and the executive’s specific responsibilities both internally and compared to market. Base salary adjustments are typically effective annually in January. In reviewing compensation in 2024 for purposes of setting 2025 compensation for our executive officers, the Talent and Compensation Committee made the decision to provide additional salary increases effective September 2024 to the executive officers to maintain more competitive compensation packages that reflect the applicable executive officer’s scope of responsibilities as well as his/her contributions to United Community’s success. The Talent and Compensation Committee did not approve additional increases to the executive officers in January 2025.

The following table summarizes base salary increases recommended by the Talent and Compensation Committee to the Board, and approved by the Board, as of the effective dates noted.

Annual Cash Incentive Awards

The Talent and Compensation Committee believes that a significant portion of executive compensation should be linked directly to the achievement of specified financial and nonfinancial objectives. Our Management Incentive Plan is a pay-for-performance plan that governs the amount of cash incentive compensation we award annually to our executive officers. Under the Management Incentive Plan, the Talent and Compensation Committee determines eligibility, the threshold, target and maximum payout potential and the corporate performance criteria and qualitative measures used to determine awards. Those measures are generally based on annual corporate and financial performance goals established at threshold, target and maximum levels based on our strategic and operating objectives. At the end of each year, the actual performance for each of the criteria is measured separately against target level. Corporate performance that meets the target level results in a 100% payout. Awards are prorated for actual performance results between levels (e.g., between threshold, target and maximum). The Talent and Compensation Committee has discretion to modify awards under the Management Incentive Plan.

In order to qualify for an annual cash incentive award, individual performance must also meet expectations of the CEO, the Talent and Compensation Committee and the Board. The CEO evaluates and reports to the Talent and Compensation Committee on the performance of each of the other executive officers, which includes our NEOs, in each case versus previously established goals. The Talent and Compensation Committee also has input into each of our executive officer’s performance evaluations. The Talent and Compensation Committee evaluates the performance of the CEO primarily based on Company performance relative to the strategic plan and annual business plan.

The Talent and Compensation Committee set and approved the following six performance criteria as well as the assigned weight for each criterion, the threshold, target and maximum performance level for each criterion relative to 2024 annual cash incentive awards. The performance criteria, the assigned weight for each criterion, and the threshold, target and maximum performance payout potential for each criterion relative to 2024 annual cash incentive awards and performance period were unchanged from those of the 2023 annual cash incentive awards.

The following table summarizes each NEO’s 2024 annual cash incentive award payout potential as approved by the Talent and Compensation Committee, under the Management Incentive Plan.

Award payouts for performance within threshold, target and maximum payout levels are interpolated. Awards payouts are subject to forfeiture if the applicable minimum performance thresholds are not achieved.

As a result of applicable 2024 performance, the Talent and Compensation Committee determined that a 2024 annual cash incentive award payout of 109.88% of target was achieved as calculated below:

The following table summarizes each NEO’s 2024 annual cash incentive award payout potential and actual payout based on the Talent and Compensation Committee’s approval of a 2024 annual cash incentive award payout of 109.88% of target.

Long-Term Equity Incentive Awards

The Talent and Compensation Committee believes that long-term equity incentive plan structure provides a competitive incentive opportunity for our executive leadership, strengthens the alignment of executive pay with shareholder value creation and creates an additional link between pay and our performance (specifically, our return on average assets and total shareholder return), while maintaining the focus on Company soundness. Additionally, the Talent and Compensation Committee believes that the long-term equity incentive plan structure provides a less volatile incentive aspect through the use of time-based long-term equity incentive awards.

For 2024 long-term equity incentive awards, the Talent and Compensation Committee utilized a plan design consistent with the plan design utilized in 2023. Each NEO’s long-term equity incentive award includes a time-based component that comprises 40% of the total long-term equity incentive award at target performance and a performance-based component that comprised 60% of the total long-term equity incentive award at target performance.

The Talent and Compensation Committee believes that the time-based component provides balance to the long-term equity incentive plan design and reduces volatility. Annual time-based equity incentive awards vest, if at all, in four equal installments with 25% vesting on February 15 following each of the four years following grant assuming the executives remain employed with us, subject to certain exceptions. Time-based equity incentive awards granted in January 2024 vested/will vest on February 15, 2025, February 15, 2026, February 15, 2027 and February 15, 2028.

Performance-based equity incentive awards granted in January 2024 incorporate four 1-year performance periods with peer relative performance criteria. The performance criteria for the 2024 awards were unchanged from those utilized in 2023 and consist of average return on average assets for each of the four 1-year performance periods which is evaluated on a relative basis with the other members of the Company’s peer group utilized for purposes of setting the NEOs’ compensation for 2024. The Company’s return on average assets performance at the 50th percentile as compared with peers results in target level award achievement. Maximum performance is achieved at performance levels that equate to performance at the 75th percentile. Minimum performance is achieved at performance levels that equate to performance at the 25th percentile. Award payouts for performance within threshold, target and maximum payout levels are interpolated. Awards payouts are subject to forfeiture if the applicable minimum performance thresholds are not achieved.

The maximum payout potential under the performance-based component of the 2024 equity incentive awards remained at 150% of the targeted amount of performance-based equity incentive awards granted (before giving effect to the TSR modifier for each of the NEOs). The TSR modifier results in the potential for the earned performance to be increased or decreased by a multiple up to 25% based on the Company’s common stock price performance for a one-year period compared to the TSRs of the 2024 Compensation Peer Group.

Performance-based equity incentive awards earned are subject to verification by the Talent and Compensation Committee.

In setting the total targeted dollar value of the long-term equity incentive awards to each of the NEOs in 2024, the Talent and Compensation Committee considered competitive market data from a peer compensation analysis provided by Aon. Additionally, the Talent and Compensation Committee considered the level of Company performance required to earn the awards, individual performance, potential future contributions to the Company’s business, internal equity and, in certain cases, management’s recommendations.

The following table summarizes each NEO’s 2024 long-term equity incentive award target and maximum potential as of the grant date, as approved by the Talent and Compensation Committee, under the 2022 Omnibus Equity Plan.

Perquisites and Other Compensation

We provide executive officers with perquisites and other personal benefits that the Company and our Talent and Compensation Committee believe are reasonable and consistent with its overall compensation program. These perquisites include limited access to our corporate aircraft for personal use (though reimbursement is required for certain costs related to such usage), car allowances and payment of club dues for certain of our executive officers. Annually, our Talent and Compensation Committee reviews the levels and appropriateness of perquisites and other personal benefits provided to executive officers. The Talent and Compensation Committee believes that the perquisites and other personal benefits further the goals of the Company and are not material with respect to the overall compensation of our executive officers.

Retirement and Other Benefits

401(k) Plan

Our employees, including our executive officers, are eligible to participate in our 401(k) Plan for which we provide matching contributions. Our matching contributions currently are 100% of employee deferrals up to 5% of eligible compensation.

Deferred Compensation Plan

Select members of senior management and certain other highly compensated employees, including our executive officers, are eligible to participate in our nonqualified Deferred Compensation Plan (“DCP”). Pursuant to the DCP, eligible employees can defer certain compensation on a pre-tax basis. The DCP provides for the deferral of up to 75% of annual base salary and up to 100% of annual cash incentive award payouts or equity incentive awards and other specified benefits to certain key employees. The DCP also allows for employer matching contributions for employee contributions that would have been paid under our tax-qualified 401(k) plan if such matching contributions would otherwise exceed the maximum allowable amounts under the 401(k) Plan. In addition, the DCP provides for the deferral of up to 100% of director fees for service by a nonemployee director on our Board and for service by select nonemployee directors on our community bank boards.

Participants are 100% vested in their DCP contributions including earnings or losses thereon. Company contributions, including earnings and losses thereon, vest based upon years of service (one-third for each year in excess of one year of service). Participants who have three or more years of service are 100% vested in Company contributions unless the Talent and Compensation Committee, at the time such Company contribution is made, specifically provides that only years of service earned after that date are to be counted for vesting purposes with respect to such Employer Contribution.

When a participant retires or becomes disabled, we will pay the participant his or her vested benefits as elected by the participant, generally in a lump sum or in annual installments over a period of up to ten years. A participant may also elect to receive scheduled in-service distributions of his or her deferral account during employment in a lump sum or in annual installments over a period of up to five years. All distributions are taxable to the participants.

See Nonqualified Deferred Compensation for additional information about benefits provided to the NEOs under the DCP.

Modified Retirement Plan

Our Modified Retirement Plan provides annual benefits (paid monthly) that are generally paid at normal retirement in the form of a 100% survivor annuity and are calculated based on a participant’s seniority and position. Annual target benefits for our NEOs range between 15% and 20% of his/her 2024 base salary. Normal retirement is defined under the Modified Retirement Plan as attainment of age 65 and completion of at least five years of service.

Beginning in 2020, the Board determined that it will not offer participation in the Modified Retirement Plan to any employee of United Community who is not already a participant nor will it enhance existing benefits for any current participants.

See Pension Benefits for additional information about benefits provided to the NEOs under the Modified Retirement Plan.

Employment and Related Agreements

Each of our NEOs is a party to a change-in-control continuity agreement (“Change-in-Control Continuity Agreement”), which provides severance payments and benefits to key executives the Talent and Compensation Committee determined to be most likely to be affected by a change in control in the Company. We then entered into a Change-in-Control Continuity Agreement with each of our NEOs.

In addition, to ensure the continued services and commitment of H. Lynn Harton, our CEO, the Talent and Compensation Committee approved, and we entered into, an employment agreement with Mr. Harton (the “Harton Employment Agreement”). Upon a change in control of the Company, Mr. Harton’s Change-in-Control Continuity Agreement will supersede the Harton Employment Agreement.

On February 10, 2025, to ensure the continued services and commitment of Richard W. Bradshaw, our Chief Banking Officer, the Talent and Compensation Committee approved, and we entered into, an employment agreement with Mr. Bradshaw (the “Bradshaw Employment Agreement”). Upon a change in control of the Company, Mr. Bradshaw’s Change-in-Control Continuity Agreement will supersede the Bradshaw Employment Agreement.

These agreements promote executive continuity, aid in retention, and, in return for granting the NEOs certain severance and other rights upon a termination of employment, secure valuable protections for the Company, including noncompete, nonsolicitation and confidentiality obligations. We believe that reasonable severance benefits are appropriate to protect the NEOs against circumstances over which they do not have control and as consideration for the promises of nondisclosure, noncompetition, nonsolicitation and noninterference. A change in control, by itself (“single trigger”), does not trigger any severance provision applicable to our NEOs under the agreements.

Change-in-Control Continuity Agreements

Each Change-in-Control Continuity Agreement provides for an initial three-year term that will renew automatically for an additional year commencing on the first anniversary of the effective date and each annual anniversary thereafter unless notice of nonrenewal is provided. The payments and benefits provided under the Change-in-Control Continuity Agreements are “double trigger” and are not payable upon a termination of a NEO’s employment for “cause” or a resignation by a NEO without “good reason” or any termination of a NEO’s employment prior to a change in control of the Company. Defined terms referenced in this description of the Change-in-Control Continuity Agreements have the meanings given to them in those agreements.

The severance protections under the Change-in-Control Continuity Agreements become effective on a change in control of the Company and remain in effect for a two-year period (the “Protected Period”) thereafter. During the Protected Period, the NEO generally would be entitled to compensation and benefits consistent with those applicable during the twelve-month period before the change in control. If, during the Protected Period, the NEO’s employment is terminated by the Company without “cause” (other than by reason of his or her death or disability) or the NEO terminates his or her employment with “good reason,” the NEO

would be entitled to receive the following amounts and benefits, subject to the NEO’s execution and nonrevocation of a release of claims against the Company and its affiliates:

If the NEO’s employment is terminated during the Protected Period due to death or disability, the NEO would not be entitled to the benefits described above but would instead be entitled to receive the Prorated Bonus and death or disability benefits, as applicable, equal to those provided before the change in control (or, if more favorable, in effect on the date of death or disability). The payments and benefits under the Change-in-Control Continuity Agreements will be reduced to the extent that they would be subject to an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, unless the NEO would be better off on an after-tax basis receiving all such payments and benefits and paying his or her own excise tax. The Change-in-Control Continuity Agreements do not provide for an excise tax gross up.

The Change-in-Control Continuity Agreements contain restrictive covenants that provide for (a) perpetual confidentiality and (b) restrictions on interfering with our customers and employees and competing with our business, in each case while employed and for one year thereafter. Following a change in control, the covenants in the Change-in-Control Continuity Agreements will be the sole covenants applicable to a NEO and, with respect to any equity award agreements between the Company and the NEO, the restrictive covenants provided under the Change-in-Control Continuity Agreements will replace and supersede the restrictive covenants in any equity award agreements.

Harton Employment Agreement

Under the terms of the Harton Employment Agreement, Mr. Harton will continue to serve as our CEO, President, and Chairman of the Board as well as CEO and Chairman of the Board of the Bank. The Harton Employment Agreement has a three-year term that began February 14, 2023 and extends automatically for an additional year commencing on the first anniversary of the effective date and each annual anniversary thereafter so as to terminate three years from such extension date, unless notice of nonrenewal is provided. As previously noted, Mr. Harton’s Change-in-Control Continuity Agreement will supersede the Harton Employment Agreement upon a change in control of the Company.

Under the terms of the Harton Employment Agreement, Mr. Harton’s base salary shall not be less than $1,050,000, his annual cash incentive opportunity at target shall be not less than 100% of base salary (the “Target Incentive Award Opportunity”) and his annual long-term equity incentive award opportunity shall have a grant date fair value of not less than 200% of base salary, with the annual cash incentive award and long-term equity incentive awards to be determined by the Talent and Compensation Committee pursuant to the terms of the applicable plans and on a basis and with terms consistent with those of our other executive officers. Mr. Harton’s future long-term equity incentive awards will include vesting or continued vesting provisions that would apply upon his retirement on or after age 67. Upon a termination of Mr. Harton’s employment without “cause” (other than by reason of his death or disability) or by Mr. Harton for “good reason” (as such terms are defined in the Harton Employment Agreement), Mr. Harton would be entitled to receive the following amounts and benefits, subject to his execution and nonrevocation of a release of claims against the Company and its affiliates:

If Mr. Harton’s employment is terminated due to death or disability, Mr. Harton (or his estate) would be entitled to receive the Pro Rata Cash Incentive, plus, in the case of disability only, the Health Benefits.

The Harton Employment Agreement contains restrictive covenants which provide for (a) perpetual confidentiality and mutual nondisparagement; (b) restrictions on interfering with our customers while employed and for one year thereafter; (c) restrictions on interfering with our employees while employed and for two years thereafter and (d) restrictions on competing with our business while employed and for one year thereafter.

Bradshaw Employment Agreement

Under the terms of the Bradshaw Employment Agreement, Mr. Bradshaw will continue to serve as our Chief Banking Officer as well as President and Chief Banking Officer of the Bank. The Bradshaw Employment Agreement has a one-year term that began February 10, 2025 and extends automatically for an additional year commencing on the first anniversary of the effective date and each annual anniversary thereafter, unless notice of nonrenewal is provided. As previously noted, Mr. Bradshaw’s Change-in-Control Continuity Agreement will supersede the Bradshaw Employment Agreement upon a change in control of the Company.

Under the terms of the Bradshaw Employment Agreement, Mr. Bradshaw’s base salary shall be no less than, $675,000, his annual cash incentive opportunity at target is not less than 100% of base salary (the “Target Incentive Award Opportunity”), and his annual long-term equity incentive award opportunity will have a grant date fair value of not less than 125% of base salary, with the annual cash incentive award and long-term equity incentive awards to be determined by the Talent and Compensation Committee pursuant to the terms of the applicable plans and on a basis and with terms consistent with those of our other executive officers. Mr. Bradshaw’s future long-term equity incentive awards will include vesting or continued vesting provisions that would apply upon his retirement on or after age 67.

Upon a termination of Mr. Bradshaw’s employment without “cause” (other than by reason of his death or disability) or by Mr. Bradshaw for “good reason” (as such terms are defined in the Bradshaw Employment Agreement), Mr. Bradshaw would be entitled to receive the following amounts and benefits, subject to his execution and nonrevocation of a release of claims against the Company and its affiliates:

If Mr. Bradshaw’s employment is terminated due to death or disability, Mr. Bradshaw (or his estate) would be entitled to receive the Pro Rata Cash Incentive, plus, in the case of disability only, the Health Benefits.

The Bradshaw Employment Agreement contains restrictive covenants which provide for (a) perpetual confidentiality and mutual nondisparagement; (b) restrictions on interfering with our customers while employed and for one year thereafter; (c) restrictions on interfering with our employees while employed and for two years thereafter and (d) restrictions on competing with our business while employed and for one year thereafter.

The Talent and Compensation Committee believes that the terms of the Change-in-Control Continuity Agreements and the Harton and Bradshaw Employment Agreements are standard for a financial institution in the markets in which we operate.

Clawback Policy

As part of our Corporate Governance Guidelines, United Community has a bonus recoupment policy that allows the Board to clawback compensation paid or awarded to an executive officer or employee in the event of a material restatement of our financial results, including the right to clawback cash and equity incentive awards. Consideration will be given to the circumstances that caused the restatement, issues of accountability for those who bore responsibility for the events, and whether anyone responsible engaged in misconduct, which includes violation of United Community’s Code of Conduct or policies or any act or failure to act that could reasonably be expected to cause financial or reputational harm to United Community.

Our Talent and Compensation Committee also has adopted a Compensation Recovery Policy to supplement the bonus recoupment policy consistent with final SEC rules that implemented Section 954 of the Dodd-Frank Act. The Compensation Recovery Policy requires United Community to recover erroneously awarded compensation to its executive officers to the extent required by section 10D of the Securities Exchange Act of 1934, as amended, and NYSE Listing Company Manual Sections 303A.14.

Stock Ownership Guidelines

To directly align the interests of executive officers with the interests of our shareholders, our Board adopted a policy with guidance for each executive officer to acquire and maintain minimum ownership of United Community common stock within five years of becoming an executive officer. This policy provides minimum ownership guidelines for our CEO with a value of at least three (3) times annual base salary and for all other executive officers of at least two (2) times annual base salary.

The Talent and Compensation Committee of the Board regularly monitors NEO and other executive officer stock ownership as compared to the stock ownership guidelines.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the U.S. federal income tax deduction that United Community is entitled to for compensation paid to our Chief Executive Officer, Chief Financial Officer and certain other highly compensated executive officers (including, among others, our next three other most highly compensated executive officers as of the end of the calendar year); the maximum U.S. federal income tax deduction that United Community may receive for annual compensation paid to any officer covered by Code Section 162(m) is $1,000,000 per officer. To the extent that the aggregate amount of any covered officer’s salary, bonus, amounts realized from option exercises and vesting of restricted stock units or other equity awards and certain other compensation amounts that are recognized as taxable income by the officer exceeds $1,000,000 in any year, we are not entitled to a U.S. federal income tax deduction for the amount over $1,000,000 in that year. Although the Talent and Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our executive officers, it continues to view the tax deductibility of executive compensation as one of many factors to be considered in the context of its overall compensation philosophy. Accordingly, the Talent and Compensation Committee reserves the right to approve compensation that may not be deductible in situations it deems appropriate.

Talent and Compensation Committee Report

The Talent and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) required by Item 402(b) of Regulation S-K and, based on this review and discussion, the Talent and Compensation Committee has recommended to the Board that the CD&A be included in this Proxy Statement.

This report has been furnished by the Talent and Compensation Committee of the Board of Directors:

The above Talent and Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other United Community filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent United Community specifically incorporates this report by reference therein.

Summary Compensation Table

The following table sets forth the compensation paid to our NEOs during the past three years. Certain columns specified for this table by Item 402(c) of Regulation S-K have been omitted because they were not applicable.