Independent
Tenure on this board
4.8 yrs
12 nominees · 3 ballot items.
Shareholders will vote to elect 12 directors to the Board, to approve on a non-binding advisory basis the compensation paid to the company’s Named Executive Officers (say-on-pay), and to ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
Election of the 12 nominees named in the proxy statement to the Company’s Board of Directors to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation program for the Named Executive Officers for 2025. Management and the Talent and Compensation Committee are asking for approval to signal shareholder support for a program that combines base salary, an annual cash incentive tied to four corporate metrics (pre-tax pre-provision operating return on average assets, operating earnings per share, revenue growth, and customer satisfaction), and long-term equity awards split between time-based and performance-based restricted stock units. For 2025 the Committee implemented substantive design changes — including a risk-based downward modifier, a discretionary ±20% modifier, an increased maximum cash payout (150%→200%), a shift to three-year cliff vesting for PRSUs with a higher maximum (187.5%→250% with TSR multiplier), and recalibrated metric weightings — intended to more closely align pay with sustained shareholder value while preserving risk controls. The Committee also retained a peer-group benchmarking approach, engaged an independent consultant (Aon), and emphasized governance features such as clawback provisions, double-trigger change-in-control protections, and share ownership guidelines to mitigate excessive risk-taking and strengthen alignment with shareholders. Management frames these changes as responses to market practices and to better align incentives after industry instability in prior years, while preserving discretion to adjust payouts for risk outcomes. Because the vote is advisory, the Board will consider the outcome in future compensation decisions, but it is not legally bound to act on it; historically, shareholders overwhelmingly supported say-on-pay (97% in 2025), which the Committee cites as validation of current practices. In evaluating this proposal, shareholders should weigh the improved alignment mechanics and governance safeguards against the program’s increased upside payout potential and the broader competitive and regulatory context affecting regional banks.
Ratify the selection of PricewaterhouseCoopers LLP as United Community’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.74% | 12,854,648 | $405M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.72% | 8,044,992 | $253M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.22% | 6,243,844 | $197M |
| 4 | STATE STREET CORP | 5.21% | 6,232,961 | $198M |
| 5 | FMR LLC | 5.00% | 5,983,465 | $188M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 5,376,189 | $169M |
| 7 | BlackRock, Inc. | 3.01% | 3,608,416 | $114M |
| 8 | Neuberger Berman Group LLC | 2.92% | 3,490,768 | $110M |
| 9 | EARNEST PARTNERS LLC | 2.80% | 3,357,075 | $106M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.13% | 2,544,708 | $80M |
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