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

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

125 HIGHWAY 515 EAST
BLAIRSVILLE, GEORGIA 30514-0398

March 24, 2020

Dear Fellow Shareholder:

You are cordially invited to attend the 2020 Annual Meeting of Shareholders of United Community Banks, Inc. The 2020 Annual Meeting of Shareholders will be held at 306 East North Street, Greenville, South Carolina 29601 at 1:00 p.m. Eastern time on Wednesday, May 6, 2020. Although we plan to hold the 2020 Annual Meeting of Shareholders, our typical annual meeting could pose a health threat to the participants and the greater community. In making your own decision regarding whether to attend the 2020 Annual Meeting of Shareholders, we advise you to take into account the current health environment, the risks to your personal health and the health of others if you were to attend, and the advice of health authorities to use social distancing.

We have again elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. The accompanying Notice of 2020 Annual Meeting of Shareholders and Proxy Statement describes the matters to be acted upon and, and in addition to being available at www.proxyvote.com as part of our proxy materials, is also available at our corporate website www.ucbi.com. The Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2019 are also available at our corporate website. We believe that providing our proxy materials over the Internet increases the ability of our shareholders to obtain the information they need, while reducing the environmental impact of the 2020 Annual Meeting of Shareholders and our costs associated with the physical printing and mailing of proxy materials.

It is important that your shares be represented at the 2020 Annual Meeting of Shareholders. Even if you anticipate attending in person, we urge you to please vote either by mail, telephone or over the Internet to ensure that your shares will be represented. If you attend, you will, of course, be entitled to vote in person. If you need help at the 2020 Annual Meeting of Shareholders because of a disability, please contact us at least one week in advance of the meeting at (866) 270-5900.

I look forward to updating you on developments in our business at the 2020 Annual Meeting of Shareholders.

	Sincerely,
	H. LYNN HARTON President and Chief Executive Officer

YOUR VOTE IS IMPORTANT
PLEASE VOTE EITHER BY MAIL, TELEPHONE OR OVER
THE INTERNET WHETHER OR NOT YOU EXPECT TO ATTEND
THE 2020 ANNUAL MEETING OF SHAREHOLDERS.

125 HIGHWAY 515 EAST
BLAIRSVILLE, GEORGIA 30514-0398

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of United Community Banks, Inc.:

The 2020 Annual Meeting of Shareholders of United Community Banks, Inc., a Georgia corporation, will be held at 306 East North Street, Greenville, South Carolina 29601 at 1:00 p.m. Eastern time on Wednesday, May 6, 2020 for the following purposes:

We plan to send a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders instead of paper copies of our Proxy Materials (this Notice of 2020 Annual Meeting of Shareholders and Proxy Statement, our 2019 Annual Report to Shareholders, our Annual Report on Form 10-K for the year ended December 31, 2019 and the Proxy Card or voting instruction form). The Notice, which is expected to be mailed to shareholders on or about March 24, 2020, contains instructions on how to access our materials on the Internet as well as instructions on obtaining a paper copy of the Proxy Materials. The Notice is not a form for voting and presents only an overview of the Proxy Materials.

The Board of Directors has fixed the close of business on March 9, 2020 as the record date for determining shareholders entitled to notice of and to vote at the 2020 Annual Meeting of Shareholders.

	By order of the Board of Directors,
	Melinda Davis Lux
	General Counsel and Corporate Secretary

Blairsville, Georgia
March 24, 2020

TABLE OF CONTENTS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 6, 2020

This Notice of 2020 Annual Meeting of Shareholders, our Proxy Statement, our 2019 Annual Report to Shareholders, our Annual Report on Form 10-K for the year ended December 31, 2019 and the Proxy Card or voting instruction form (the “Proxy Materials”) are available at www.proxyvote.com. You will need your Notice of Internet Availability or Proxy Card to access the Proxy Materials at www.proxyvote.com. A copy of our Proxy Materials (with the exception of the Proxy Card) can also be found on our corporate website, www.ucbi.com (Investor Relations > Financials & Filings).

As permitted by rules adopted by the Securities and Exchange Commission (“SEC”), we are furnishing our Proxy Materials over the Internet to some of our shareholders. This means that some shareholders will not receive paper copies of these documents but instead will receive only a Notice of Internet Availability containing instructions on how to access the Proxy Materials over the Internet and how to request a paper copy of our Proxy Materials. Shareholders who do not receive a Notice of Internet Availability will receive a paper copy of the Proxy Materials by mail unless they have previously requested delivery of Proxy Materials electronically.

PROXY STATEMENT

2020 Annual Meeting of Shareholders of the Company to be held on May 6, 2020

SOLICITATION, MEETING AND VOTING INFORMATION

Our Directors, officers, and employees are soliciting your proxy on behalf of our Board of Directors (the “Board”). Those persons will not receive additional payment or compensation for doing so except reimbursement for any related out-of-pocket expenses. We will, upon request, reimburse brokers, banks, custodians and similar organizations for their expenses in forwarding Proxy Materials to beneficial owners. Solicitation of proxies by mail may be supplemented by telephone, personal contact, email and other electronic means, advertisements and personal solicitation, or otherwise. The Company will pay the expense of any proxy solicitation. We have not hired a proxy solicitor to assist in the solicitation of proxies.

Only shareholders, their proxy holders, and our invited guests may attend the 2020 Annual Meeting. If your shares are registered in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or a letter from that record holder or your most recent brokerage account statement that confirms your ownership of those shares as of March 9, 2020. For security reasons, we also may require photo identification for admission.

Abstentions will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Additionally, broker nonvotes are included in the calculation of the number of votes considered to be present at the 2020 Annual Meeting for purposes of determining the presence of a quorum only when there are “routine” matters to be voted upon. Because there is a “routine” matter to be voted upon at the 2020 Annual Meeting, broker nonvotes also will be included for purposes of determining a quorum. See What are “broker votes” and “broker nonvotes”? for additional information.

We will also consider other business that properly comes before the 2020 Annual Meeting in accordance with Georgia law and our Bylaws.

Directors are elected by a plurality of the votes cast at the 2020 Annual Meeting of Shareholders by the shares represented in person or by proxy and entitled to vote on the election of directors at the 2020 Annual Meeting of Shareholders provided a quorum is present. Withholding of authority to vote in the election and broker nonvotes will not impact the outcome of the election, provided a quorum is present. As a result, the ten nominees receiving the highest number of “FOR” votes will be elected as directors.

Our Board, however, has a majority vote policy, which provides that nominees for director who are elected but receive less than a majority of the votes cast for the election of directors may be asked to resign. The Board could waive this majority vote requirement in situations such as when a general campaign against the election of a class of directors of public companies resulted in a United nominee being elected with less than a majority vote without consideration of the particular facts and circumstances applicable to the individual United nominee. The Board would not waive the majority vote policy, however, if the votes cast resulted from a campaign directed specifically against the election of an individual United nominee, even in circumstances in which a majority of the Board disagrees with those voting against that director’s election.

The affirmative vote of a majority of the shares represented at the 2020 Annual Meeting of Shareholders and entitled to vote is required to approve, on an advisory basis, the say-on-pay vote. As an advisory vote, this proposal is not binding upon us. However, our Talent and Compensation Committee, which functions as our Compensation Committee and is referred to throughout this Proxy Statement as the “Compensation Committee,” and which is responsible for designing and administering our executive compensation program, values the opinions expressed by our shareholders and will consider the outcome of the vote when making future compensation decisions.

The affirmative vote of a majority of the shares represented at the 2020 Annual Meeting of Shareholders and entitled to vote is required to approve the proposal to ratify the appointment of PwC as our independent registered public accountants for 2020.

If you hold shares in the name of a broker, bank or other nominee you may be able to vote those shares by Internet or telephone depending on the voting procedures used by your broker, bank or other nominee. See How do I vote if my shares are held in “street name” by a broker, bank or other nominee? for additional information.

Under applicable stock exchange rules, Proposal 1 – the election of directors and Proposal 2 – the advisory (nonbinding) vote on the compensation of our Named Executive Officers (say-on-pay vote) are considered “nonroutine” matters for which brokerage firms do not have discretionary authority to vote their customers’ shares if their customers did not provide voting instructions. Therefore, for purposes of the 2020 Annual Meeting, if you hold your stock through a brokerage account, your brokerage firm may not vote your shares on your behalf on either (i) Proposal 1 - the election of directors and (ii) Proposal 2 – the advisory (nonbinding) vote on the compensation of our Named Executive Officers (say-on-pay vote) without receiving instructions from you. When a brokerage firm does not have the authority to vote its customers’ shares or does not exercise its authority, these situations are referred to as “broker nonvotes.” Broker nonvotes are only counted for establishing a quorum and will have no impact on the outcome of the vote.

We encourage you to provide instructions to your brokerage firm, bank or other nominee by voting your proxy. This action ensures your shares will be voted at the 2020 Annual Meeting on all matters being considered.

All shares represented by properly executed proxies, unless previously revoked, will be voted at the 2020 Annual Meeting as you direct.

If you sign and return your Proxy Card but give no direction or complete the telephone or internet voting procedures but do not specify how you want to vote your shares, with regard to Proposal 1, the shares will be

voted “FOR ALL” director nominees; with regard to Proposal 2, “FOR” the advisory (nonbinding) vote on the compensation paid to our named executive officers (say-on-pay vote) and, with regard to Proposal 3, “FOR” the ratification of the appointment of PwC as our independent registered public accountants for 2020.

Additionally, we use our website, www.ucbi.com, as a channel of distribution for important Company information. We make available free of charge on our website (Investor Relations > Financials & Filings) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC.

Information from our website is not incorporated by reference into this Proxy Statement.

PROPOSAL 1: ELECTION OF DIRECTORS

What is the structure of the Board of Directors?

Our Bylaws provide that the number of directors on the Board of Directors may range from eight to fourteen. The Board has set the current number of directors at ten. The number of directors may be increased or decreased from time to time by the Board by resolution, but no decrease shall shorten the term of an incumbent director. The terms of office for directors continue until the 2021 Annual Meeting of Shareholders and until their successors are elected and qualified. All of the directors of United also serve on the Board of the Bank.

How are directors identified and nominated?

The Nominating/Corporate Governance Committee is responsible for identifying, evaluating and recommending qualified director candidates, including the director slate to be presented to shareholders at the 2020 Annual Meeting, to our Board, which makes the ultimate election or nomination determination, as applicable. The Board of Directors nominates individuals for election to the Board based on the recommendations of the Nominating/Corporate Governance Committee. A candidate for the Board of Directors must meet the eligibility requirements set forth in United’s Bylaws and in any applicable Board or committee resolutions. See Can shareholders recommend or nominate directors? for information regarding how directors may be nominated by shareholders. The Nominating/Corporate Governance Committee may use a variety of methods to identify potential director candidates such as recommendations by our directors, management, shareholders or third-party search firms. The Company did not pay any fees to third parties in 2019 to identify or assist in identifying potential nominees.

Does the Board of Directors consider diversity when identifying director nominees?

Yes. The Nominating/Corporate Governance Committee considers qualifications and characteristics that it, from time to time, deems appropriate when it selects individuals to be nominated for election to the Board of Directors and seeks to obtain candidates who will provide a diversity of viewpoints, professional experience, education and skills that complement those already existing on the Board. These qualifications and characteristics include, without limitation, the individual’s interest in United, his or her United shareholdings, independence, integrity, business experience, education, accounting and financial expertise, age, race, ethnicity, gender, education, reputation, civic and community relationships and knowledge and experience in matters impacting financial institutions. In addition, prior to nominating an existing director for re-election to the Board, the Nominating/Corporate Governance Committee will consider and review an existing director’s Board and committee attendance and performance.

How are nominees evaluated; What are the threshold qualifications?

The Nominating/Corporate Governance Committee is charged with recommending to our Board of Directors only those candidates that it believes are qualified to serve on the Board consistent with the criteria for selection of new directors adopted from time to time by the Board.

In determining whether a candidate’s suitability for consideration for membership on the Board, the Nominating/Corporate Governance Committee reviews all proposed nominees for the Board, including those proposed by shareholders, in accordance with the mandate contained in its charter. The Nominating/Corporate Governance Committee assesses a candidate’s independence, background, and experience, as well as our current Board’s skill needs. With respect to incumbent directors considered for re-election, the Nominating/Corporate Governance Committee also assesses each director’s meeting attendance record and suitability for continued service. In addition, the Committee determines whether nominees are in a position to devote an adequate amount of time to the effective performance of director duties and possess the following threshold characteristics: informed judgment, integrity and accountability, record of achievement, understanding of the Company’s business or other related industries, a cooperative approach, loyalty, the ability to consult with and advise management and such other factors as the Nominating/Corporate Governance Committee determines are relevant considering the needs of the Board and the Company. The Nominating/Corporate Governance Committee recommends candidates, including those submitted by shareholders, only if it believes a candidate’s knowledge, experience, and expertise would strengthen the Board and that the candidate is committed to representing the long-term interests of all United shareholders.

Who are the nominees this year?

All nominees for election as directors at the 2020 Annual Meeting, consisting of the ten incumbent directors who were elected at the 2019 Annual Meeting of Shareholders, were nominated by the Board of Directors for election by shareholders at the 2020 Annual Meeting upon the recommendation of the Nominating/Corporate Governance

Committee. Our Board believes that each of the nominees can devote an adequate amount of time to the effective performance of director duties and possesses all of the threshold qualifications identified above. If elected, each nominee would hold office until the 2021 Annual Meeting of Shareholders or until his or her successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal.

Set forth below is information on each director and nominee, their ages at the date of this Proxy Statement and the calendar year in which they first became a director, along with a summary of their experience, qualifications, attributes and skills that qualify them for service on the Board. All of the nominees for director are existing directors that have been nominated by the Board for re-election.

	Age	Business Experience During the Past Five Years and Other Information
Robert H. Blalock Director since 2000     Committee Membership    Audit        Nominating/    Corporate Governance	72	Mr. Blalock has been Chief Executive Officer of Blalock Insurance Agency, Inc. in Clayton, Georgia, since 1974. He served as an organizing director of First Clayton Bank and Trust when the bank was formed in 1988. He was a member of the board of directors and served on the Compensation and Audit Committees for First Clayton Bank and Trust, which was acquired by United in 1997, and was past Chairman of the board of directors. Mr. Blalock remains on the community bank board of United Community Bank — Clayton (the former First Clayton Bank and Trust) and joined United’s Board of Directors in 2000.     Mr. Blalock is a graduate of University of Georgia and served as an Infantry Officer in the United States Army. He served a tour of duty in Vietnam with the 101 Airborne Division. He was a member of the Rotary Club of Clayton board of directors from 1974 to 1991 and served as the club’s Vice President.     Mr. Blalock’s extensive knowledge and business experience, as well as involvement in our banking communities, provide critical insight to our Board. His experience and leadership of a small business in the Clayton community provides a much-needed perspective into a business community that is representative of a large portion of United’s service area. As a past member of the board of directors of First Clayton Bank and Trust, Mr. Blalock brings not only a rich history of banking leadership but a perspective of the bank acquisition process. The Board believes that Mr. Blalock’s 46 plus years of business experience and over 30 years of bank board experience make him well suited to serve on the Board of Directors.

	Age	Business Experience During the Past Five Years and Other Information
David H. Wilkins Director since 2016     Committee Membership    Risk	73	Ambassador Wilkins is a partner at Nelson Mullins Riley & Scarborough LLP in Greenville, South Carolina and chairs the Public Policy and International Law practice group with a special focus on U.S. — Canada interests. He proudly served as U.S. ambassador to Canada from June 2005 to January 2009, appointed by President George W. Bush. Since returning to South Carolina from Canada, Ambassador Wilkins spent six years chairing the Clemson University Board of Trustees and remains an active member of that board. Additionally, he has served as a director on several corporate boards over the past ten years. He is a member of both the South Carolina Bar Association and the American Bar Association. In 2010, then South Carolina’s Governor-elect Nikki Haley tapped Mr. Wilkins to chair her government transition team. First elected in 1980, Ambassador Wilkins served 25 years in the South Carolina House of Representatives. He was elected speaker in 1994 — a position he held for 11 years until he resigned for his ambassadorship post. He is the recipient of numerous awards including the state’s highest honor, the Order of the Palmetto. Mr. Wilkins received his bachelor’s degree from Clemson University and his J.D. degree from University of South Carolina School of Law.     Mr. Wilkins has extensive legal, regulatory and governance experience, having served in a senior position in a law firm, U.S. Ambassador and State House of Representatives. Mr. Wilkins’ legal and governance experience provides a valuable perspective to United’s Board of Directors making him well suited to serve on the Board.

Can shareholders recommend or nominate directors?

Yes. The Board of Directors and Nominating/Corporate Governance Committee of the Board will consider all director nominees properly recommended by any United shareholders in accordance with the standards described herein. Any shareholder wishing to recommend a candidate for consideration as a possible director nominee for election at an upcoming meeting of shareholders must provide timely, written notice to the Board of Directors in accordance with the procedures available on United’s website, www.ucbi.com. The following is a summary of these procedures:

Written notices shall be sent to the Corporate Secretary, United Community Banks, Inc., Post Office Box 398, Blairsville, Georgia 30514-0398. There were no director nominations proposed for the 2020 Annual Meeting by any shareholder.

What if a nominee is unwilling or unable to serve?

If any nominee withdraws or for any reason is not able to serve as a director, the proxy will be voted for such other person as may be designated by the Board of Directors as a substitute nominee but in no event will the proxy be voted for more than ten nominees. Management of United has no reason to believe that any nominee will not serve if elected. All of the nominees are currently directors of United.

Are there any family relationships between any of the directors, executive officers or nominees?

There are no family relationships between any director, executive officer (as defined by Item 401 of Regulation S-K) or nominee for director of United.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR ALL” OF THE 10 NOMINEES NAMED IN PROPOSAL 1.

CORPORATE GOVERNANCE

What governance practices are in place to promote effective independent Board leadership?

The Board of Directors has adopted several governance practices to promote effective independent Board leadership, such as:

What is the Board of Directors’ role in risk oversight?

United believes its risk management structure facilitates careful oversight of risk to United. Risk oversight of United is the responsibility of the Board of Directors. In such capacity, the Board receives and discusses regular reports prepared by United’s executive management, including the Chief Risk Officer, on areas of material risk to United. The Board of Directors (or the appropriate committee in the case of risks that are under the purview of a particular committee) uses these reports to enable it to understand the risk identification, risk management and risk mitigation strategies being used by United and to ensure that the strategies are implemented appropriately.

To further support the risk management function, United also has a Risk Committee comprised solely of independent directors. The Risk Committee assists the Board of Directors 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’s enterprise risk management processes, strategies, policies and practices to identify emerging risks, evaluate the adequacy of United’s risk management functions and make recommendations to management and the Board in order to effectively manage risks.

Does United have an Executive Committee? What are its responsibilities?

Yes. Under the Company's Bylaws, the Board has the authority to appoint, from its ranks, an Executive Committee. United’s Executive Committee consists of Directors Harton (Chair), Richlovsky (Lead Director), Cox, Daniels and Drummond. The Executive Committee has the responsibility to exercise, during the intervals between meetings of the Board, any and all of the powers and authority of the Board in United’s management and affairs to the extent permitted by applicable law. Under applicable Georgia law, the Executive Committee may not approve or propose to shareholders action that is required to be approved by shareholders, fill vacancies on the Board of directors, amend United’s articles of incorporation except, to the extent authorized by action of the Board, it may amend the articles of incorporation to fix the designations, preferences, limitations and relative rights of shares or increase or decrease (but not below the number then outstanding) the number of shares contained in a series of shares or adopt, amend or repeal bylaws. The Executive Committee’s responsibilities are set forth in a written charter that has been adopted by the Board, a copy of which is available on the Investor Relations > Corporate Governance section of our website (www.ucbi.com).

What functions are performed by the Audit, Compensation, and Nominating/Corporate Governance Committees?

The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating/Corporate Governance Committee, each with a Board-adopted written charter available on the Investor Relations > Corporate Governance section of our website (www.ucbi.com). Current information regarding these committees is set forth below. In addition to the functions outlined below, each such committee performs an annual self-evaluation, periodically reviews and reassesses its charter, and evaluates and makes recommendations concerning any shareholder proposals that are within the committee’s expertise. In addition to these committees, we also have a Risk Committee and an Executive Committee.

Does United have an audit committee financial expert serving on its Audit Committee?

Yes. Our Board has determined that each of Messrs. Richlovsky and Shaver is an “Audit Committee financial expert” as that term is defined in the regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). Additionally, the Board has 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. The SEC has determined that designation as an Audit Committee financial expert will not cause a person to be deemed to be an “expert” for any other purpose.

How often did the Board meet in 2019?

During 2019, our Board met 5 times.

Did each of our incumbent directors attended at least 75% of the total of all meetings of the Board and the committees on which he or she served during the period for which he or she was a director and a member of each applicable committee during 2019?

Yes. During 2019, each incumbent director attended at least 75% of the total of all meetings of the Board and the committees on which he or she served during the period for which he or she was a director and a member of each applicable committee.

What is United’s policy regarding Board member attendance at the 2020 Annual Meeting?

The Company expects each member of the Board to attend each annual meeting of shareholders unless attendance is not feasible due to unavoidable circumstances. It is possible that, due to concerns regarding COVID-19, members of our Board may attend the 2020 Annual Meeting by telephone or electronic means. All persons serving as Board members at the time attended the Company’s 2019 Annual Meeting of Shareholders.

Does United have a management succession plan?

Yes. Our Board of Directors oversees our long-term management development and succession. Management maintains procedures that would be implemented upon the sudden departure of one or more of our executive team, including the Chief Executive Officer. The 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. Management’s plans are periodically reviewed by the Board. Our planning encompasses not only our CEO and other executive officers but all employees through the front-line supervisory level. With respect to CEO succession planning, our long-term business strategy is also considered.

Are there share ownership guidelines and holding requirements for Board members and executive officers?

Yes. See Director Compensation and Executive Compensation > Compensation Discussion and Analysis > Share Ownership Guidelines for additional information of our share ownership guidelines and holding requirements for Board members and executive officers. Administrative details pertaining to these matters are established by the Compensation Committee.

Does United have a policy regarding hedging?

Yes. Our policy prohibits Board members and employees (including our executive officers) from (1) pledging United securities as collateral, (2) holding United securities in a margin account, and (3) hedging against any decrease in the market value of equity securities issued by United 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 stock.

How can I communicate with the Board of Directors?

The Board of Directors maintains a process for shareholders to communicate with the Board. Shareholders wishing to communicate with the Board should send any communication in writing to the Corporate Secretary, United Community Banks, Inc. Post Office Box 398, Blairsville, Georgia 30514-0398. 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 illegal or otherwise inappropriate, in which case the communication will be disregarded.

Where can I find more information about United’s corporate governance practices?

Our governance-related information is available on the Investor Relations > Corporate Governance section of our website (www.ucbi.com) including our Code of Ethics, the charter of each of the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, the Risk Committee and the Executive Committee. This information is available in print to any shareholder who sends a written request to: Investor Relations, United Community Banks, Inc., Post Office Box 398, Blairsville, Georgia 30514-0398.

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 2019. 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 United Community 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 business.

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 following table summarizes 2019 components of annual director cash compensation.

The forms and amounts of director compensation outlined above were recommended by the Compensation Committee, and approved by the Board, after considering market data and recommendations of the Committee’s compensation consultant, which utilized the same peer group used in connection with establishing the compensation of our executive officers.

To directly align the interests of our nonemployee directors with the interests of the shareholders, our Board has adopted stock ownership guidelines that require each nonemployee director to maintain a minimum ownership interest in the Company. The current ownership guideline requires that a director acquire and maintain shares with a value of at least three times his or her annual cash retainer within five years of election to the Board. When the ownership guideline is increased, incumbent nonemployee directors are allowed an additional year to acquire the incremental multiple. Until reaching the share ownership target, nonemployee directors must retain a minimum of 25% of the stock granted to them in any one year.

DIRECTOR INDEPENDENCE

Is United subject to the Nasdaq governance rules regarding director independence?

Yes. We comply with Nasdaq corporate governance standards, including:

We also are subject to the Nasdaq and SEC rules that require full independence of our Audit Committee as well as the requirement for regular executive sessions by the independent directors.

How does the Board of Directors determine director independence?

The Board of Directors determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the Nasdaq listing standards and SEC rules. The Board first considers whether any director or nominee has a relationship covered by the Nasdaq listing standards that would prohibit an independence finding for Board or committee purposes. Any director who has a material relationship with United or its management is not considered to be independent.

Are all of the directors and nominees independent?

Our CEO, H. Lynn Harton is our only nonindependent director. Our Board has affirmatively determined that nine of our ten director nominees, namely Directors Blalock, Cox, Drummond, Daniels, Mann, Richlovsky, Shaver, Wallis and Wilkins, are independent under Nasdaq listing standards and our additional independence considerations. Our Board has made a determination 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. In making these determinations, our Board reviewed and discussed information provided by the directors and the Company regarding each director’s business and personal activities as they may relate to the Company, its management and/or its independent registered public accounting firm. The Board also has determined that each person who currently serves or who served in 2019 on the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee meets or met, as applicable, the Nasdaq independence requirements for membership on those committees and, as to the Audit Committee, SEC rules.

In reaching the determination that Mr. Wilkins is independent, the Board considered that during 2019, United paid $486,329 to the law firm Nelson Mullins Riley & Scarborough (“NMRS”) for various legal services. Mr. Wilkins is a partner in NMRS. The Audit Committee and Board were aware of this relationship when NMRS was approved to perform legal work for the Company. The fees paid to NMRS 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, as set under the rules of Nasdaq and applicable provisions of the Exchange Act. Mr. Wilkins performed no legal work for the Company and received no compensation related to the engagement.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Does the Board of Directors have a related-party transactions approval policy?

United has a written related person transaction policy that governs the review, approval and ratification of any transaction that would be required to be disclosed by United pursuant to Item 404 of Regulation S-K under the Securities Act of 1933. United’s Board or the Audit Committee of the Board must approve all such transactions under the policy.

Prior to entering into such a related person transaction or an amendment thereof, the Board or Audit Committee must consider all of the available relevant facts and circumstances including, if applicable, benefits to United, 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 Audit Committee shall participate in any review, consideration or approval of any related person transaction with respect to which such member or any of his or her immediate family members is a related person.

Except as set forth below, neither United’s Board nor the Audit Committee has approved any related person transactions during the past three years in accordance with United’s written related person transaction policy.

What related-party transactions existed in 2019 or are planned for 2020?

There were no related person transactions in 2019 except as follows:

During 2019, United paid $486,329 to the law firm NMRS for various legal services. Director Wilkins is a partner in NMRS. The Audit Committee and Board were aware of this relationship when they approved NMRS to perform legal work for the Company. The fees paid to NMRS amount to less than one-tenth of 1% of that firm’s total revenue and did not exceed established thresholds that are incompatible with being considered independent, as set under the rules of Nasdaq and applicable provisions of the Exchange Act. Mr. Wilkins performed no work for the Company and received no compensation related to the engagement. The Board considered this relationship in determining that Mr. Wilkins is an independent member of the Board and Nominating/Corporate Governance Committee for 2019, as contemplated by Nasdaq and applicable provisions of the Exchange Act.

EXECUTIVE COMPENSATION

This section provides details of compensation during 2019 for our Named Executive Officers (“NEOs”): H. Lynn Harton (President and Chief Executive Officer), Jefferson L. Harralson (Executive Vice President and Chief Financial Officer), Robert A. Edwards (Executive Vice President and Chief Risk Officer), Richard W. Bradshaw (Executive Vice President and Chief Banking Officer), Bradley J. Miller (Executive Vice President and General Counsel) and Jimmy C. Tallent (Executive Chairman).

Compensation Discussion and Analysis

Overview of Compensation Program

Our Compensation Committee has the responsibility for determining the compensation that is paid or awarded 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 Compensation Committee consists of five current independent members of the Board. Our Compensation Committee strives to ensure that the executive compensation program is designed to serve the long-term interests of our shareholders. To deliver superior shareholder returns, we believe it is critical to offer a competitive compensation package that will attract, retain, and motivate experienced executives with the requisite expertise. Our program is designed to balance the short-term and long-term components and thus incent achievement of our annual and long-term business strategies, to pay for performance, and to maintain our competitive position in the markets in which we compete for executive talent.

Compensation Best Practices

We strive to align our executives’ interests with those of our shareholders and to follow sound corporate governance practices. We believe our compensation program strikes the appropriate balance between using responsible pay practices and appropriately incentivizing our executives to create value for our shareholders. This balance is evidenced by the following:

Pay for Performance

Consistent with our philosophy, and as illustrated below, a significant portion of annualized target total direct compensation for our NEOs in 2019 was performance based and linked to changes in our stock price.

Legend:

STI — 2019 Annual Nonequity Incentive

STO — Long-Term Time-Based Equity Incentive (TRSUs)

LTI — Long-Term Performance-Based Equity Incentive (PRSUs)

Annual Nonequity Incentives Earned in 2019

With the exception of Mr. Miller, during 2019, each NEO earned a payout under our Annual Nonequity Incentive Program of 147.5% of his target payout level.

The four selected corporate performance objectives with regard to our Annual Nonequity Incentive Program, the assigned weight for each objective and the threshold, target and maximum performance level for each objective, as well as our strong financial performance under each objective for 2019, were as follows:

See 2019 Executive Compensation Components > Annual Nonequity Incentives for additional information regarding each NEOs annual nonequity incentive earned in 2019.

Long-Term Equity Incentives Granted in 2019

Our 2019 awards were made in restricted stock units that consisted of 70% performance-based restricted stock units, or “PRSUs,” and 30% time-based restricted stock units, or “TRSUs,” as shown in the table below:

The performance measure selected by the Compensation Committee for the PRSUs is our return on average assets for the applicable calendar year relative to the designated peer group as adjusted by the TSR modifier relative to the same designated peer group.

See 2019 Executive Compensation Components > Long-Term Equity Incentives for additional information regarding each NEOs long-term equity incentive granted in 2019.

Significant Compensation-Related Actions

The most significant recent compensation-related actions pertaining to our NEOs include:

Shareholder Response

The most recent shareholder advisory vote on our NEO compensation was held at our 2019 Annual Meeting of Shareholders on May 8, 2019. Excluding abstentions and broker nonvotes, 97% (excluding abstentions and nonvotes) of total votes present at that meeting were cast in support of our program. Because we view this outcome as overwhelmingly supportive of our compensation policies and practices, we do not believe the vote requires consideration of changes to the program. Nonetheless, because market practices and our business needs continue to evolve, we continually evaluate our program and make changes when warranted.

Compensation Philosophy and Objectives

We strive to attract, retain and motivate persons with superior ability, to reward outstanding performance and to align the long-term interests of our NEOs with those of our shareholders. The Compensation Committee believes that the compensation of our NEOs should reflect their success as an executive management team and as individuals in attaining key operating objectives. 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, such as noncompete, nonsolicitation and confidentiality obligations, as well as to facilitate implementation of our clawback policy.

The Compensation Committee also believes that compensation should not be excessive or based on the short-term performance of our stock, whether favorable or unfavorable, and should not encourage unnecessary or excessive risks. Further, the Compensation Committee believes that performance objectives should be motivating and challenging but also achievable and consistent with our safe and sound operation.

Compensation Oversight and Process

Oversight

The Compensation Committee of our Board of Directors, consisting entirely of independent directors, determines and approves the compensation of our NEOs. The independent members of our Board are provided the opportunity to ratify the Committee's determinations pertaining to the level of our CEO’s compensation.

In establishing compensation, the Compensation Committee reviews the following factors to determine the amount of total compensation to pay each NEO:

Other factors that the Compensation Committee may consider in recommending and/or approving compensation of the NEOs include objective measurements of our business performance, our accomplishment of strategic and financial objectives, our development of management talent and other matters relevant to our short-term and long-term success and the enhancement of shareholder value in the broadest sense.

Use of Outside Advisors

The Compensation Committee has selected McLagan, a performance/reward consulting and benchmarking firm for the financial services industry, to serve as its compensation consultant and has determined that McLagan is independent and that its work has not raised any conflicts of interest. McLagan has been the compensation consultant to the Compensation Committee since 2015. When requested by the Committee, a McLagan representative attends Committee meetings and participates in private sessions with the Committee, and Committee members are free to consult directly with McLagan as desired.

The Compensation Committee (or its Chairperson) determines the scope of McLagan's services and has approved a written agreement that details the terms under which McLagan will provide independent advice to the Committee. The approved scope of McLagan's work generally includes the performance of analyses and provision of independent advice related to our executive and nonemployee director compensation programs and related matters in support of the Compensation Committee's decisions, and more specifically, includes performing preparation work associated with Compensation Committee meetings, 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 and providing competitive market studies. McLagan, along with management, also prepares benchmarking data for consideration by the Compensation Committee in making decisions on items such as base salary, the annual nonequity incentive program and the long-term equity incentive program. We believe that McLagan provides an additional measure of assurance that the Company’s executive compensation program is a reasonable and appropriate means to achieve our objectives.

Management's Role

Financial performance targets used in our incentive compensation programs typically are derived from our annual financial plan prepared by our executive management team and reviewed and approved by our Board of Directors, and, at the Compensation Committee's request, members of our finance department assist the Compensation Committee in developing these financial performance targets. Our President and CEO develops pay recommendations for our executives based on (i) the aforementioned market data, (ii) each executive’s individual performance and functional responsibilities as determined by the CEO and (iii) United’s performance, both financial and nonfinancial. Our Compensation Committee, with the advice of McLagan, reviews and, if appropriate, approves these pay recommendations. Our Compensation Committee also sets the base salary and incentive opportunities for our CEO based on (i) the aforementioned market data, (ii) the Chief Executive Officer’s individual performance and responsibilities and (iii) Company performance, both financial and nonfinancial. See Use of Performance Evaluations for additional information regarding the role of management in NEOs’ performance evaluations. Although the Committee values and solicits management's input, it retains and exercises sole authority to make decisions regarding NEO compensation.

Use of Performance Evaluations

The Compensation Committee, together with the Chairman of the Board, assesses the performance of the CEO, and the CEO evaluates and reports to the Committee on the performance of each of the other NEOs, in each case versus previously established goals. The Committee also has input into each NEO’s performance evaluation. These evaluations are subjective; no objective criteria or relative weighting is assigned to any individual goal or factor.

Performance ratings serve as an eligibility threshold for base salary increases and can directly impact the amount of a NEO’s annual base salary increase. The Compensation Committee starts with the percentage base salary increase that equals the overall budgeted increase for our employee population and approves differing merit increases to base salary based upon each NEO’s individual performance rating. The Committee then considers whether additional adjustments are necessary to reflect performance, responsibilities or qualifications; to bring pay within a reasonable range of the market comparator group; due to a change in role or duties; to achieve a better balance between base salary and incentive compensation; or for other reasons the Committee believes justify a variance from the merit increase.

Performance evaluation results have the potential to impact the amount of annual nonequity incentive payout because the Compensation Committee is allowed to adjust payments downward within certain limitations depending upon the NEO’s performance rating. The Committee did not exercise any such negative discretion for the 2019 annual nonequity incentive payout payouts to NEOs.

An unsatisfactory performance rating can reduce the number of, or completely eliminate, restricted stock units (whether time based or performance-based) awarded to the NEO in the following year. None of the NEOs received an unsatisfactory performance rating for 2018 or 2019.

Market Benchmarking

A benchmark group of publicly-traded financial institutions is chosen based on comparable assets, commercial loan concentrations, inside ownership levels and states of operation. The peer group is used annually by our Compensation Committee to ensure that United’s compensation programs offer competitive total compensation opportunities and reflect best practices in compensation plan design. For 2019, the companies comprising the “Compensation Peer Group” were:

The Compensation Committee believes that this group was representative of the markets in which we compete for executive talent. Our compensation consultant, McLagan, reviewed and updated the Compensation Peer Group in July 2018 that was used to make 2019 compensation decisions. While the Compensation Committee uses the peer group to obtain a general understanding of the current compensation practices for our industry as compared to United, including a review of base salaries, nonequity incentive awards and long-term equity incentive awards, for 2019, the Compensation Committee did not seek to pay compensation at a specified level relative to the peer group.

2019 Executive Compensation Components

Based on the foregoing process, our Compensation Committee has structured the Company’s annual nonequity and long-term equity incentive programs to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. The Company’s executive compensation program has three main components--base salary, annual nonequity incentives and long-term equity incentives. There also are limited perquisites. Base salary and annual nonequity incentives are primarily designed to reward current and past performance. Long-term equity incentives are primarily designed to provide strong incentives for long-term future Company growth. There is no pre-established policy or target for the allocation between either cash (nonequity) and noncash (equity) or short-term and long-term incentive compensation. Rather, our Compensation Committee reviews information provided by our compensation consultant to determine the appropriate level and mix of executive and incentive compensation. Pay for such incentive compensation is awarded as a result of the performance of the Company or the individual, depending on the type of award, compared to pre-established 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 and responsibility using competitive criteria. During its review of base salaries for the executives, our Compensation Committee primarily considers market data provided by our outside consultants, an internal review of the executive’s compensation, both individually and relative to other officers and individual performance of the executive. 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.

During 2019, the base salaries of our NEOs changed as follows.

For 2019, the Compensation Committee provided salary increases as follows.

Annual Nonequity Incentives

The Compensation Committee believes that NEO incentive 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 NEOs. Under this plan, the Compensation Committee determines who is eligible to participate in the plan, the target,

maximum and threshold awards that can be awarded under the plan and the corporate performance metrics and qualitative measures used to determine awards, which are generally based on annual corporate and financial performance goals established at threshold, target and maximum levels based on our strategic objectives and individual goals established for each executive. 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 performance between levels (e.g., between target, threshold and maximum). The Compensation Committee has discretion to modify awards so long as such modified awards are within plan parameters. In the event that the Compensation Committee makes such an adjustment in the case of unforeseen or extraordinary circumstances and events, a written explanation of the business rationale will be provided to the participant.

Our 2019 nonequity incentives focused on four key operational performance measures that the Compensation Committee believes leverage our strengths and drive long-term success: operating earnings per share, nonperforming assets as a percentage of total assets, our efficiency ratio and customer satisfaction ratings. The following graphs summarize our 2019 performance with regard to three of these four key financial/operational measures compared with our peers. The customer satisfaction rating operational measure is based on Customer Service Profiles for which peer comparison is unavailable. See Compensation Oversight and Process > Market Benchmarking for a list of the peers we use. The source data for the following graphs is S&P Global Market Intelligence which standardizes financial data to assist with comparisons across multiple companies. As such, the standardized data presented for us may differ from our actual calculations, which do not take into account such standardizations.

2019 Nonequity Incentive Opportunities

In 2019, the Compensation Committee established cash incentive award opportunities under the Management Incentive Plan expressed as a percentage of base salary. Target award opportunities are designed to provide for total cash compensation that rewards executives for driving our success and are competitive with general market practices. For 2019, the Compensation Committee set the potential incentive payments, expressed as a percentage of year-end base salary, as follows:

2019 Nonequity Incentive Corporate Performance Goals

As previously discussed, in 2019, the Compensation Committee selected four corporate performance objectives determined by the Compensation Committee to encompass critical aspects of our financial performance and sound management of asset quality. The four selected corporate performance objectives, the assigned weight for each objective and the threshold, target and maximum performance level for each objective, as well as our actual performance under each objective for 2019, were as follows:

2019 Nonequity Incentive Individual Performance Goals

In order to qualify for an annual incentive award, individual performance must also meet established expectations. The process for individual performance assessments is summarized above. Additional considerations of individual performance expectations for the Chief Executive Officer include leadership of the executive management team, community involvement and presence, market expansion and enhancement, strategic planning and implementation, corporate governance, risk management and ability to focus on the long-term interests of our shareholders. Additional considerations of individual performance expectations for all other NEOs include leadership, strategic planning and achievement of business unit operational and production goals.

2019 Nonequity Incentive Payouts

Based on our corporate results discussed above and each executive’s individual performance, our NEOs earned the following nonequity incentive compensation awards in 2019:

Long-Term Equity Incentives

We believe that long-term equity incentive awards provide a competitive incentive opportunity for our NEOs, 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). We believe that equity-based awards:

Under our plans, we are permitted to grant stock options, restricted stock and restricted stock units to provide additional flexibility, if circumstances warrant, to grant other forms of equity-based compensation.

2019 Long-Term Equity Incentive Grants

The Compensation Committee granted equity awards to our NEOs in September 2019. Awards are generally granted at pre-established targets, with ultimate vesting contingent on United’s performance over the successive performance periods. The Compensation Committee does reserve the right to exercise discretion in determining the grant size of awards. Our 2019 awards were made in restricted stock units that consisted of 70% performance-based restricted stock units, or “PRSUs,” and 30% time-based restricted stock units, or “TRSUs,” as shown in the table below:

PRSUs will vest in equal installments with 25% vesting on February 15 of each of the following years: 2021, 2022, 2023 and 2024. Vesting of the PRSUs on each vesting date will be based on our performance in the immediate calendar year before vesting (e.g., the number of awards that vest on February 15, 2021 will be determined by our performance for the 2020 calendar year). The performance measure selected by the Compensation Committee for the PRSUs is our return on average assets for the applicable calendar year relative to the designated peer group of companies, shown below, 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 will equal (a) a percentage of 0% to 150%, determined based on our return on average assets relative to designated peer companies for the applicable calendar year, multiplied by the number of target PRSUs, as adjusted by (b) the total shareholder return modifier percentage relative to designated peer companies for the applicable calendar year. The following table summarizes the return on average assets and TSR modifier:

Of the PRSUs eligible to vest in a given year, none will vest if threshold performance is not achieved. If target performance is achieved, 100% of the granted RSUs will vest and, if maximum performance is achieved, 150% of the granted RSUs will vest, in each case subject to adjustment based on the application of the total shareholder return modifier. Vesting is interpolated between payout levels for performance between performance levels. Likewise, the modifier will be similarly interpolated for TSR performance between the defined percentiles.

The designated peer group companies for the 2019 PRSU grants are as follows:

The Compensation Committee may make appropriate adjustments to this group of peer companies, including retroactively to the first day of the performance period, in the event of any unusual or nonrecurring events that impact such peer companies during the performance period.

TRSUs will vest in equal installments with 25% vesting on November 15, 2020 and then on August 15 of each of the following years: 2021, 2022 and 2023 assuming the executives remain employed with us, subject to certain exceptions.

Perquisites and Other Compensation

We provide executive officers with perquisites and other personal benefits that the Company and our Compensation Committee believe are reasonable and consistent with its overall compensation program. These personal benefits are generally provided to similarly-situated financial institution executives in our market areas. Our Compensation Committee periodically reviews the levels and appropriateness of perquisites and other personal benefits provided to NEOs.

Retirement and Other Benefits

Our employees, including our NEOs, 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. In addition to our 401(k) Plan offered to all employees, we have adopted the following two plans under which our NEOs are eligible to participate:

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. The DCP also 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 contributions, including earnings or losses thereon. Company contributions, including earnings and losses thereon, vest over a three-year period. Because the amounts deferred under the DCP are invested in the underlying mutual fund or, in the case of our Common Stock, recorded as Common Stock issuable (an equity instrument) at the time of the investment, the potential future costs of the DCP are not known at this time. When a participant retires or becomes disabled, we will pay the participant his vested benefits as elected by the participant, generally, in a lump sum or in annual installments over a period of up to 10 years. A participant may also elect to receive scheduled in-service distributions of his/her deferral account during employment in a lump sum or in annual installments over a period of up to 5 years. All payments are taxable to the participants. See Nonqualified Deferred Compensation for additional information about benefits provided to the NEOs under the DCP.

Other Post-Employment Payments and Severance Benefits

All of our NEOs are employees-at-will and as such do not have employment contracts with us. Certain payments (including those that might be accelerated under the Modified Retirement Plan) will be made upon a termination or change of control.

As noted above, we have severance agreements with each of our NEOs. These severance agreements, among other things, provide for each executive's rights upon a termination of employment in exchange for valuable business protection provisions for us. We believe that reasonable severance benefits are appropriate to protect executives against circumstances over which they have no control and as consideration for promises of nondisclosure, noncompetition, nonsolicitation, and noninterference, as well as our clawback rights. A change in control, by itself (“single trigger”), does not trigger any severance provision applicable to our NEOs. Equity awards granted to our executive officers do not provide for single trigger vesting acceleration but rather require a termination event within a certain period of time following a change in control to accelerate vesting of such equity awards.

The Compensation Committee believes such terms are standard for a financial institution in the markets in which we operate. See Potential Payouts Upon Termination or Change of Control for additional information.

Stock Ownership Guidelines

To directly align the interests of executive officers with the interests of the shareholders, our Board adopted a policy that requires each executive officer to acquire and maintain a minimum ownership interest in the Company within five years of becoming an executive officer. Each executive officer, other than the Chief Executive Officer, must own Company stock with a value of at least two times his or her base annual salary. The Chief Executive Officer must own Company stock with a value of at least three times his base salary. All of the NEOs and other executive officers have met or are on track to meet these targets within the five-year-period.

Tax and Accounting Implications

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 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). Commencing with the 2018 fiscal year, the maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any officer covered by Code Section 162(m) will be $1,000,000 per officer. For years prior to 2018, we were permitted to receive a tax deduction for “performance-based” compensation as defined under Code Section 162(m) without regard to the $1,000,000 limitation; however, for tax years beginning after December 31, 2017, the performance-based compensation exemption was eliminated unless the compensation qualified for transition relief applicable to certain arrangements in place as of November 2, 2017. To the extent that in 2018 or any later year, the aggregate amount of any covered officer’s salary, bonus, and amount 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 will not be entitled to a U.S. federal income tax deduction for the amount over $1,000,000 in that year. Although the 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 Compensation Committee reserves the right to approve compensation that may not be deductible in situations it deems appropriate.

Compensation Committee Report

The 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 Compensation Committee has recommended to the Board that the CD&A be included in this Proxy Statement.

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

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

Our Deferred Compensation Plan does not credit above-market or preferential earnings.

Grant of Plan-Based Awards

The following table summarizes each NEO’s 2019 nonequity incentive opportunity under Estimated Possible Payouts Under Nonequity Incentive Plan Awards. Actual annual nonequity incentives earned in 2019 are shown in the Summary Compensation Table and, for those who earned such payments, represent prorated payment on a graduated scale for financial performance between the threshold and target performance levels. See Compensation Discussion and Analysis > 2019 Executive Compensation Components > Annual Nonequity Incentives for additional information.

The following table also shows information regarding long-term equity incentives granted to our NEOs during 2019. Awards summarized under Estimated Future Payouts Under Equity Incentive Plan Awards include the threshold, target and maximum number of PRSUs which could be earned by each NEO based upon the level of achievement of the applicable performance measures. The awards listed under All Other Stock Awards include TRSUs that vest over time based upon the applicable NEO’s continued employment with United. See Compensation Discussion and Analysis > 2019 Executive Compensation Components > Long-Term Equity Incentives for additional information. Columns have been omitted from this table because they were not applicable.