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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.         )

Filed by the Registrant      ☒

Filed by a Party other than the Registrant      ☐

Check the appropriate box:

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, 2024

Dear Shareholders,

At United Community our goal is to achieve consistent performance through both good and uncertain times. We do that by focusing on the basics – building great teams, providing exceptional customer service, and taking a conservative approach to growth. 2023 proved to be a volatile year for the banking industry, but we performed well. Deposits grew by $1.4 billion, or 8.4%, and loans grew by $972 million, or 6.3%. Our core profitability, while acceptable with an operating return on assets of 0.94%, ended up below our expectations due primarily to increasing deposit costs.

We accomplished many strategic goals during 2023. We began the year by completing the Progress Financial Corporation merger. This gave us entry into attractive markets in Alabama and the Florida Panhandle, but more importantly, brought us a great team of bankers to continue to propel our growth. In February, we announced a merger agreement with First National Bank of South Miami – a community bank with more than seven decades of experience serving that market, and an outstanding team ready to help us continue to build our Florida market.

With our desired Southeastern footprint largely settled, we felt 2023 was the opportune time to invest in our brand to build for the future. So, under the leadership of our new Chief Marketing Officer, we updated our logo and refreshed our brand, which was met with positive reviews.

Our teams continued to receive several recognitions during the year, including being named one of America’s Most Trusted Companies by Newsweek, and as one of the Best Banks to Work For by American Banker.

As we look forward to 2024, economic conditions continue to be unsettled. The yield curve continues to be inverted – long a predictor of possible recession, and a condition that makes healthy risk-taking difficult, as investors are incented to invest short term rather than long term. Concerns about Commercial Real Estate lending are elevated. Fiscal policy is unsustainably expansionary while monetary policy is highly restrictive. We will likely have one of the most contentious presidential elections in our lifetimes this year. For these reasons, we expect continuing market volatility in 2024.

To perform well amid this volatile environment, our focus in 2024 is on what we believe “moves the needle.” First, our teams. We continue to hire great people and to invest in new training and development programs. Many of our competitors are either distracted by merger integrations or are liquidity constrained, providing us opportunities to attract great bankers. Second, customer service. Our internal customer service scores are at near record levels because our teams are exceptionally proactive in serving our clients. We believe that our service model is a key difference in our ability to compete and win.

Another advantage we have is the quality of counsel and direction we receive from our Board. As they represent your interests, I’d like to spend some time discussing how we have built our Board of Directors and how we think about ongoing refreshment and succession planning at the Board level.

Banking is a complex business serving many types of customers with products of varying levels of complexities. To be successful, banks must manage multiple significant risks, including interest rate risk, liquidity (as we saw last spring with the failure of several large regional banks due to liquidity and interest rate risk issues), credit risk, and operational risk (including fraud), among others. Finally, banks are highly regulated and must maintain solid working relationships with their numerous regulators.

To help guide our institution, we seek out directors with specific skills and expertise in various areas that we believe are important to our success. As you look over the experience of our Board members, you will see banking experience in financial control functions, risk management, technology, and customer data. You will also see experience in human resources and talent development, political relations, branding and marketing, and sales and business development. This was no accident. We believe that seeking out these diverse skill sets and experiences enables your Board to better anticipate issues and challenge management, as well as serve as advisors to each member of the executive team.

This year, we added a new director, John James, with an outstanding background in accounting and financial management in regional and global banks. Mr. James will be a valuable contributor to our Board and to the Audit Committee and Risk Committee, on which he serves.

We also make culture an important consideration in our selection of Board members. Culture is hard to define, but easy to see in action. For us, we want the Board culture to mirror our bank culture, where we focus on working as a TEAM, seeking the TRUTH, TRUSTING each other, and finally, CARING about each other as we work to make United Community a LEGENDARY BANK.

We deliberately spend time at the Board level understanding the true culture of the bank. I say “true culture” because culture is not what we say we do, but what we actually do.

By way of example of how this works in action, your Board has open interaction between Board meetings with all members of the executive team. Our annual Board retreat is attended jointly by the Board and our entire executive team so that the same messages are heard and debated at the same time. Board members are invited to attend our Spring Leadership Conference, attended by the top 175 leaders from across the bank, which focuses on the challenges and opportunities we face. They attend an annual session and dinner with our Leadership Academy, consisting of 20 emerging leaders from across the company who participate in a 9-month leadership program. Additionally, Board members are invited to our annual Chairman’s Circle retreat, where our top salespeople and our top culture award winners are recognized. The Board also receives a detailed review of our regular employee engagement survey, as we prepare those results to be shared across the company. These efforts help our Board understand, support, and embody the cultural values of United Community.

I am honored to work with this Board, and you are well represented.

We will hold the 2024 Annual Meeting of Shareholders at 3:00 p.m. Eastern time on Wednesday, May 15, 2024. The 2024 Annual Meeting will again this year be held in a virtual meeting format. It is important that your shares be represented at the 2024 Annual Meeting. You can gain access to the 2024 Annual Meeting at www.virtualshareholdermeeting.com/ UCBI2024. We hope you will participate in the 2024 Annual Meeting. 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 2024 Annual Meeting to ensure that your shares will be represented.

I look forward to updating you on developments in our business at the 2024 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, 2024

Proxy Statement

Table of Contents

Summary

The 2024 Annual Meeting of Shareholders of United Community Banks, Inc. (the “2024 Annual Meeting”) will be held exclusively online via the Internet at 3:00 p.m. Eastern time on Wednesday, May 15, 2024.

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 2024 Annual Meeting of Shareholders and Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2023 and the Proxy Card or voting instruction form). The Notice was mailed to shareholders beginning on April 2, 2024, 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 2024 Annual Meeting

Voting Your Shares

It is important that your shares be represented at the 2024 Annual Meeting, and we hope that you will access and participate in the 2024 Annual Meeting. If you do participate, you may vote during the 2024 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 2024 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 2024 Annual Meeting

To gain access to and participate in the 2024 Annual Meeting at www.virtualshareholdermeeting.com/UCBI2024, 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 68 for additional information about our Proxy Materials, proposals for your vote at the 2024 Annual Meeting, voting your shares and participating in the virtual 2024 Annual Meeting.

Proposal 1: Election of Directors

The Board of Directors (the “Board”) nominated 12 directors, who, if elected by shareholders at the 2024 Annual Meeting, will be expected to serve until next year’s annual meeting and until their respective successors are elected and qualified. All nominees currently serve as directors on our Board. Other than John M. James, who was appointed to our Board in December 2023, all nominees were elected by you at our 2023 Annual Meeting of Shareholders. Each director nominee consented to being named in this Proxy Statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our 2024 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 2023, the Nominating and Corporate Governance Committee utilized the services of, and paid fees to, Spencer Stuart, a third-party search firm, which assisted the Company in identifying potential Board candidates.

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 towards having a diversity of viewpoints in the broadest sense being represented on the Board. These considerations include, without limitation, the individual’s interest in United 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 2023 Annual Meeting, the Board elected John James to the Board effective on December 1, 2023. Mr. James was identified as a potential Board candidate by Spencer Stuart, a third-party search firm. The Board evaluated Mr. James, among other Board candidates, in accordance with the considerations outlined above. Members of our Nominating and Corporate Governance Committee and several other directors met with Mr. James. Upon review of his experience, skills, and qualifications, including his experience in financial management in a global banking organization, as well as his personal attributes and independence, the Nominating and Corporate Governance Committee recommended his election to the Board. For information on Mr. James’ qualifications, please see page 11.

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

Board Qualifications and Experience Matrix

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

Board Diversity Matrix (As of April 1, 2024)

Total Number of Directors: 12

Director Nominees for Election

Below 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 2025 Annual Meeting of Shareholders, the Nominating and Corporate Governance Committee will consider recommendations received by December 3, 2024. 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 2025 Annual Meeting of Shareholders, in order to comply with the SEC’s universal proxy rules, must provide notice no later than December 3, 2024 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 2024 Annual Meeting by any shareholder.

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 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

Nasdaq 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 Nasdaq 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 Nasdaq 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 Nasdaq 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 2023 on the Audit Committee, the Nominating and Corporate Governance Committee, or the Talent and Compensation Committee meets or met, as applicable, the Nasdaq 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 2023, United Community paid approximately $688,000 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 2023 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 Nasdaq 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.

During 2023, United Community engaged in transactions with Wallis Printing in an amount of approximately $130,000. Mr. Wallis has been President of Wallis Printing since 1985. However, during 2023, Mr. Wallis sold his interest in Wallis Printing. The purchaser financed the transaction with a seller note owed to Mr. Wallis, which is secured by stock of Wallis Printing. While Mr. Wallis retains the title of President, he currently serves in a consultant capacity. Mr. Wallis also owns real estate that continues to be used by Wallis Printing. Mr. Wallis retains no legal control in Wallis Printing. The Board considered this relationship in determining that Mr. Wallis was an independent member of the Board and Audit Committee for 2023, as contemplated by Nasdaq rules and applicable provisions of the Exchange Act.

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. Among other topics, the 2023 self-evaluation questionnaire covered these key areas:

The Board reviewed and discussed the results of the self-assessment questionnaire 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, regulatory oversight, risk 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, as well as covering 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.

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. The General Counsel facilitates a Board orientation session to review the Company’s Corporate Governance Guidelines, Code of 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

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.

The members, number of meetings held in 2023, and key responsibilities of each of our standing committees are described below.

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 2023, 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 2023, 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 2023 Annual Meeting of Shareholders.

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

United Community Growth Roadmap

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

Our vision, purpose, values, and our 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 Nasdaq’s Audit Committee requirements.

Share Ownership Guidelines and Anti-Hedging Policy

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

Each non-employee 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 non-employee director is expected to retain ownership of 100% of all net after-tax shares granted by the Company after such shares vest until the non-employee 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 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 Ethical Conduct

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

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 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.

Director Compensation

The following 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 2023. Mr. Harton was not separately compensated for his service on the Board. See Executive Compensation for information regarding Mr. Harton’s employee compensation. Directors of the Company also serve on the Board of the Bank and receive no additional compensation related to their service on the Bank’s Board. In addition, we reimburse directors for certain fees and expenses incurred in connection with continuing education activities and for travel and expenses related to United Community business. Certain columns specified for this table by item 402(k) of Regulation S-K have been omitted because they were not applicable.

Nonemployee directors received an annual cash retainer fee for their service on the Board as well as incremental annual cash retainer fees relative to committee duties and responsibilities. Cash retainer fees are paid quarterly.

The forms and amounts of director compensation are recommended by the Talent and Compensation Committee, and approved by the Board, after considering market data and recommendations of the Talent and Compensation Committee’s compensation consultant, which utilized the same peer group used in connection with establishing the compensation of our executive officers. For 2023, annual director equity compensation was $65,000 and the components of annual director cash compensation were as follows:

Cash retainers paid to committee chairpersons are in addition to cash retainers paid for his/her service as a member of the committee.

No increases in annual director compensation were proposed or approved in 2023 for 2024.

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.

Prior the company entering 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.

2023 Related Party Transactions

There were no related party transactions in 2023 except as described in “Director Independence” above.

Executive Officers

Information regarding our current executive officers is set forth below. Each of our executive officers is appointed annually by the Board and serves at the discretion of the Board.

H. Lynn Harton Age: 62 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.
Jefferson L. Harralson Age: 58 Officer of United Community Since 2017	Jefferson Harralson serves as Chief Financial Officer.   Harralson brings more than 25 years of experience in the financial services industry. He is currently responsible for managing and directing all accounting, financial and reporting activities. He is also responsible for mergers and acquisitions, investor relations, treasury, capital and strategic planning, budget and forecasts.   Prior to joining United Community in 2017, Mr. Harralson served as a managing director for Keefe, Bruyette and Woods (“KBW”). He joined KBW as vice president in 2002 and was charged with rebuilding the firm’s Southeastern Bank Research effort after the events of September 11, 2001. He led KBW’s small and midsized bank research team and was associate director of research for the entire firm. Harralson has spent his career focused on the banking industry.
Richard W. Bradshaw Age: 62 Officer of United Community Since 2014	Richard Bradshaw serves as Chief Banking Officer of United Community and President of the Bank. In this role, he has overall responsibility for our diverse commercial and retail lines of business. He is also responsible for United Community’s mortgage division and oversees 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 the bank to become the 8th largest SBA lender in the U.S. 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 U.S. Naval Reserve Intelligence Program and served five years of active duty as a Captain in the U.S. Air Force.
Robert A. Edwards Age: 59  Officer of United Community Since 2015	Rob Edwards serves as Chief Risk Officer. In this role, he is responsible for oversight of the credit culture, credit performance and all facets of enterprise risk management for United Community.   Edwards brings more than twenty-five 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).

Melinda Davis Lux Age: 51 Officer of United Community Since 2020	Melinda Davis Lux serves as General Counsel and Corporate Secretary. 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.   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.
Holly Berry Age: 50 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: 47 Officer of United Community Since 2023	Abraham Cox serves as Chief Marketing Officer. In this role, he is responsible for supporting the Company’s strategic objectives and amplifying its brand through marketing and communications.   Cox brings more than 20 years of experience in the banking industry. Prior to joining United Community in 2022, 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 positions 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.
Mark Terry Age: 57  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, 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.

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 (“Named Executive Officers” or “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 2023 Annual Meeting of Shareholders, over 97% 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 2023.

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.

Executive Compensation

This section provides details of compensation during 2023 for our NEOs:

Compensation Discussion and Analysis

Overview of Compensation Program

Our Talent and Compensation Committee is responsible for determining the compensation that is paid to our Company’s executive officers. For purposes of this Proxy Statement, the term “executive officer” means the executive leadership of the Company, including the NEOs. Our Talent and Compensation Committee strives to design our executive compensation programs 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 program is designed to balance short-term and long-term components of compensation and, consequently, incent achievement of our annual business plan and long-term business strategies.

2023 Select Business Highlights

Short-Term 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, 2023, filed with the SEC on February 23, 2024.

In addition to the financial highlights above, during 2023, the Company:

Long-Term Highlights

We have generated strong financial results over the past 5+ years, more than doubling net income while also adding substantial capital, both organically and through M&A. Since the end of 2016, we increased our already strong common equity tier-1 risk-based capital ratio by 93 basis points to 12.16% and our tier-1 risk-based capital ratio by 137 basis points to 12.60%, providing greater flexibility for strategic company growth and capital actions while maintaining a strong balance sheet.

Total Shareholder Return (“TSR”)

The graph below shows our TSR¹ expressed as the cumulative return to shareholders over the past decade. As illustrated, a $100 investment in United Community Banks, Inc. common stock on December 31, 2013 would be valued at $200 as of December 31, 2023, outperforming the financial services industry over the period, as measured by the KBW Nasdaq Regional Bank Index (KRX).

¹ TSR shows the actual return on an initial investment with dividends reinvested.

Key Aspects of the 2023 Executive Compensation Program

Overview

Our executive compensation program is comprised of three main components:

Annual Nonequity Incentive Awards Earned in 2023

The Committee selected the following six performance objectives and assigned weights for 2023 nonequity incentive awards:

See 2023 Executive Compensation Components: Annual Nonequity Incentive Awards for additional information regarding annual nonequity incentive awards earned by NEOs in 2023.

Long-Term Equity Incentive Awards Granted in 2023

Performance-Based Restricted Stock Units

Annual performance-based restricted stock unit (“PRSU”) award grants vest, if at all, in four equal installments with 25% vesting on February 15 following the performance period. Vesting of the PRSUs on each vesting date is based on our performance in the immediate calendar year before vesting (e.g., the number of awards that vest on February 15, 2024 will be determined by our performance for the 2023 calendar year).

The performance measure selected by the Talent and Compensation Committee for the PRSUs granted to the NEOs in January 2023 was our return on average assets for the applicable calendar year performance period relative to the designated peer group as adjusted by the TSR modifier relative to the same designated peer group. Specifically, the number of PRSUs subject to vesting on each applicable vesting date equals (a) a percentage between 0% and 150% determined based on our return on average assets relative to designated peer companies for the applicable performance period, multiplied by the number of target PRSUs, adjusted by (b) the TSR modifier percentage relative to designated peer companies for the applicable performance period.

Time-Based Restricted Stock Units

Annual time-based restricted stock unit (“TRSU”) award grants 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.

See 2023 Executive Compensation Components: Long-Term Equity Incentive Awards for additional information regarding the granting of long-term equity incentive awards.

Shareholder Response

The most recent shareholder advisory vote on our NEO compensation was held at our 2023 Annual Meeting of Shareholders. Excluding abstentions and broker nonvotes, over 97% of the votes cast were in support of our executive compensation program. Because we view this outcome as continuing to be overwhelmingly supportive of our compensation policies and practices, we do not believe that 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.

Pay for Performance

Our compensation philosophy is to provide a significant portion of our compensation for NEOs in at-risk, performance-based vehicles. The following charts show the mix of our CEO’s 2023 target direct compensation package, as well as the mix of the target direct compensation package for the average NEO.

Compensation Philosophy and Objectives

Our overall compensation philosophy seeks to achieve the following objectives with respect to our employees:

The material compensation principles applicable to the compensation of our NEOs are outlined below: 

We have change-in-control severance agreements with our NEOs to promote executive continuity, aid in retention, and secure valuable protections for United Community (such as restrictive covenants), as well as to facilitate implementation of our clawback policy.

The Talent and Compensation Committee believes that:

Compensation Best Practices

We strive to align our executives’ interests with those of our shareholders. We further strive to follow sound governance practices in our executive compensation program and to ensure that our compensation programs and practices are consistent with safe and sound banking practices. Below are key features of our executive compensation program that we believe encourage executive performance consistent with responsible compensation practices.

What We Do

What We Don’t Do

Role of the Talent and Compensation Committee

Oversight

Our Talent and Compensation Committee is comprised entirely of independent directors. The 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.

Approach to Total Compensation and its Components

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

In determining total compensation of our executive officers, the Talent and Compensation Committee considers the reasonable range of the median of total compensation of comparable positions at companies within our peer group. The Committee also considers the balance of nonequity and equity compensation and short-term and long-term compensation of comparable positions at companies within our peer group. The Committee does not have a policy or target for the allocation of compensation between nonequity and equity compensation or short-term and long-term compensation.

Our Talent and Compensation Committee believes that a significant portion of executive compensation should be based on Company performance. In 2023, NEO annual nonequity incentive awards were granted based 100% on the performance of the Company as compared to pre-established goals. In addition, the vesting of 70% of NEO 2023 long-term equity incentive awards is dependent on the performance of the Company as compared to pre-established goals.

Our Talent and Compensation Committee believes that granting long-term equity incentive awards to our executive officers provides a competitive incentive opportunity, links executive compensation with long-term performance and strengthens the alignment of executive compensation with shareholder value creation.

We utilize our equity-based awards:

Role of Outside Advisors

In 2023, the Talent and Compensation Committee retained Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”) otherwise known as McLagan, 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 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.

Aon, along with management, also prepares benchmarking data for consideration by the Talent and Compensation Committee in making decisions with respect to base salary, the annual nonequity incentive award program and the long-term equity incentive award program.

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 Nasdaq listing standards, taking into account whether:

In 2023, 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 Committee meetings and participates in private sessions with the 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 Committee responsibilities and compensation matters.

Management’s Role in Determining Executive Compensation

Our executive management 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.

Our CEO develops compensation recommendations for our executive officers based on each executive’s scope of responsibilities, individual performance and contributions to the executive management team, as well as market data provided by Aon. The CEO evaluates and reports to the Talent and Compensation Committee on the performance of each of the other NEOs, in each case, versus previously established goals. The Talent and Compensation Committee also has input into each NEO’s performance evaluation. No objective criteria or relative weighting is assigned to any individual goal or factor. In making compensation recommendations, the CEO also takes into account United Community’s performance as compared to our Board-approved plans and peer group performance. 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 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 in light of market practices, sound governance practices and trends in compensation practices in the banking industry.

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

Market Benchmarking

On an annual basis, the Talent and Compensation Committee selects a benchmark group of publicly-traded financial institutions to use in assessing the compensation of United Community’s executive officers. The peer group is used by our Talent and Compensation Committee to ensure that United Community’s compensation programs offer competitive compensation opportunities and reflect best practices in compensation plan design.

Aon assists the Committee in selecting the appropriate peer group companies. The Company determined a new peer group in 2022 for the purposes of setting 2023 compensation, based on comparable assets, commercial loan concentrations, number of branches and states of operation. The 2022 benchmark group of publicly-traded financial institutions used to set 2023 compensation (the “2023 Compensation Peer Group”) included:

The peer group was modified in 2022 based on new asset size criteria reflecting United Community’s asset growth. The following peers were removed: First Busey Corporation, First Financial Bankshares, First Merchants Corporation and Sandy Spring Bancorp. The following peers were added: Cullen/Frost Bankers, F.N.B. Corporation and Synovus Financial Corporation.

The Talent and Compensation Committee believes that this group was representative of the markets in which we compete for executive talent. The Talent and Compensation Committee uses the peer group to obtain a general understanding of the current compensation practices for our industry as compared to United Community, including a review of base salaries, annual nonequity incentive awards and long-term equity incentive awards.

When determining compensation for our executive officers for 2023, the Talent and Compensation Committee considered the median range of total compensation and components of compensation for the comparable roles within the 2023 Compensation Peer Group companies. Although the Committee did not seek to set compensation at a specific target level as compared to the 2023 Compensation Peer Group, the Committee considered whether total compensation and its components for each of our executive officers was within a reasonable range of the median compensation for comparable positions at the 2023 Compensation Peer Group companies.

2023 Executive Compensation Components

The Company’s executive compensation program has three main components – base salary, annual nonequity incentive awards and long-term equity incentive awards. There are also limited perquisites.

Base salary and annual nonequity incentive awards are primarily designed to reward current and past performance. Long-term equity incentive awards are primarily designed to promote long-term future growth. Our Talent and Compensation Committee has structured the Company’s annual nonequity incentive award program and long-term 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.

Base Salary

To attract and retain qualified executives, base salary is provided to our executive officers. The base salary is determined based on position, responsibility and skills and capabilities using competitive criteria as well as an assessment of the individual’s performance. Our Talent and Compensation Committee also considers market data provided by our outside consultants when determining base salaries for executive officers.

Base salary levels are typically reviewed annually as part of our annual performance review process as well as upon a promotion or other change in job responsibilities.

As previously disclosed, when determining compensation for our executive officers for 2023, the Talent and Compensation Committee considered the median range of total compensation and components of compensation for the comparable roles within the 2023 Compensation Peer Group companies. Although it did not seek to set compensation at a specific target level as compared to the 2023 Compensation Peer Group, the Talent and Compensation Committee considered whether total compensation and its components for each of our executive officers was within a reasonable range of the median compensation for comparable positions at the institutions in the 2023 Compensation Peer Group. This market positioning analysis reflected that our NEO compensation was approximately 10% behind the peer market median at a time when our performance was above the peer market median on various measures. The Talent and Compensation Committee increased salaries for certain officers for 2023 based on a review of competitive market positioning, given United Community’s overall growth.

Annual Nonequity 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 nonequity incentive compensation we award annually to our executive officers. Under the Management Incentive Plan, the Talent and Compensation Committee determines who is eligible to participate in the plan, the threshold, target and maximum payout levels that can be awarded under the plan and the corporate performance metrics 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 chosen metrics 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 nonequity 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 NEOs, in each case versus previously established goals. The Talent and Compensation Committee also has input into each NEO’s performance evaluation. 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.

2023 Nonequity Incentive Award Performance Goals

The six performance objectives, the assigned weight for each objective, the threshold, target and maximum performance level for each objective and our financial performance under each objective for 2023, were as follows:

2023 Nonequity Incentive Award Opportunities

In 2023, the Talent and Compensation Committee established the annual nonequity incentive award opportunities under the Management Incentive Plan as a percentage of base salary. The 2023 potential nonequity incentive award payments, expressed as a percentage of base salary, were as follows: