PROXY STATEMENT

~~This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of United Community Banks, Inc. (“United”) for use at the 2017~~2020 Annual Meeting of Shareholders ~~(the “Annual Meeting”)~~of the Company to be held on ~~Wednesday,~~ May 10, 2017 at 2:00 p.m. at The Ridges Resort, 3499 Highway 76 West, Young Harris, Georgia, and at any adjournments or postponements of the 2017 Annual Meeting. For directions to the 2017 Annual Meeting, visit~~www.theridgesresort.com~~ ~~or call (866) 270-5900 and an Investor Relations professional can assist you.~~6, 2020

In this Proxy Statement, we use terms such as “we,” “us,” “our,” “United” and the “Company” to refer to United Community Banks, Inc. and its subsidiary, United Community Bank (the “Bank”). We also sometimes refer to the Board of Directors of United Community Banks, Inc. as the “Board.” Additionally, we use terms such as “you” and “your” to refer to our shareholders.

In this Proxy Statement, we refer to the Notice of Annual Meeting of Shareholders, this Proxy Statement, our 2016 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2016 voting instruction form as our “Proxy Materials.”

SOLICITATION, MEETING AND VOTING INFORMATION ~~ABOUT THE PROXY MATERIALS~~

~~Important Notice Regarding the Availability of Proxy Materials For The Shareholder Meeting To Be Held On May 10, 2017~~

~~We have posted materials related to the 2017 Annual Meeting on the Internet. The following materials are available on the Internet atwww.cstproxy.com/ucbi/2016:~~

·Q:

~~This Proxy Statement for the 2017 Annual Meeting;~~What is this document?

·A:

~~United’s 2016~~This document is the Proxy Statement of United Community Banks, Inc. that is being made available to shareholders on the Internet, or sent to shareholders upon request, in connection with our Annual Meeting of shareholders to be held on Wednesday, May 6, 2020 at 1:00 p.m. Eastern time at 306 East North Street, Greenville, South Carolina 29601 (the “2020 Annual Meeting”). A Proxy Card is also being furnished with this document, if you requested printed copies of the proxy materials. We have tried to make this document simple and easy to understand. The Securities and Exchange Commission (“SEC”) encourages companies to use “plain English,” and we will always try to communicate with you clearly and effectively. We will refer to United Community Banks, Inc. throughout as “we,” “us,” the “Company” or “United.” Additionally, unless otherwise noted or required by context, “2020,” “2019,” “2018,” and “2017,” refer to our fiscal years ended or ending December 31, 2019, 2018 and 2017, respectively.

What documents constitute our “Proxy Materials”?

The Proxy Materials include the Notice of 2020 Annual Meeting of Shareholders, the Proxy Statement, our 2019 Annual Report to ~~Shareholders; and~~

~~United’s~~Shareholders, our Annual Report on Form 10-K for the year ended December 31, ~~2016 filed with~~2019 and the ~~SEC.~~Proxy Card or voting instruction form.

What is a proxy, who is asking for it, and who is paying for the cost to solicit it?

A proxy is your legal designation of another person, called a “proxy,” to vote your stock. The document that designates someone as your proxy is also called a proxy or a “Proxy Card.”

~~Why did I~~Our Directors, officers, and employees are soliciting your proxy on behalf of our Board of Directors (the “Board”). Those persons will not receive ~~a notice~~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 ~~the mail regarding the Internet availability of the Proxy Materials instead of a paper copy of the Proxy Materials?~~

~~In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish our~~forwarding Proxy Materials to ~~our shareholders~~beneficial owners. Solicitation of proxies by ~~providing access to such documents on the Internet instead of mailing printed copies. The Notice of Internet Availability of Proxy Materials was first sent or given to shareholders on March 31, 2017.~~

~~All shareholders will have the ability to access the Proxy Materials via the Internet by going towww.cstproxy.com/ucbi/2016~~ ~~or by requesting to receive a printed set of such Proxy Materials. Instructions on how to access the Proxy Materials over the Internet or to request a printed copy~~mail may be ~~found on~~supplemented by telephone, personal contact, email and other electronic means, advertisements and personal solicitation, or otherwise. The Company will pay the ~~Notice~~expense of ~~Internet Availability~~any proxy solicitation. We have not hired a proxy solicitor to assist in the solicitation of ~~Proxy Materials.~~

~~INFORMATION ABOUT THE ANNUAL MEETING~~

~~What will I be voting on at the 2017 Annual Meeting?~~

~~This year you will be asked to vote on the following items of business:~~

proxies.

·Q:

~~Proposal 1 - Election~~Why did I receive a one-page notice in the mail regarding the Internet availability of ~~ten directors to constitute the Board~~Proxy Materials instead of ~~Directors (the “Board”) to serve until the next Annual Meeting and until their successors are elected and qualified;~~a full set of Proxy Materials?

·A:

~~Proposal 2 - Approval,~~Pursuant to SEC rules, we will use the Internet as the primary means of furnishing Proxy Materials to shareholders again this year. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to access the Proxy Materials on the website referred to in the Notice or request a printed set of the complete Proxy Materials. Instructions on how to access the Proxy Materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive Proxy Materials in printed form by mail or electronically by email on an ~~advisory basis,~~ongoing basis. We encourage shareholders to take advantage of the ~~compensation~~availability of the Proxy Materials on the Internet to help reduce the environmental impact of our ~~Named Executive Officers as disclosed in this Proxy Statement;~~annual meetings and the cost associated with the physical printing and mailing of materials.

·Q:

~~Proposal 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountant for 2017.~~Why am I receiving these materials?

~~Will other matters be voted on at the 2017 Annual Meeting?~~

We are not aware of any other matters to be presented at the 2017 Annual Meeting other than those described in this Proxy Statement. If any other matters not described in the Proxy Statement are properly presented at the meeting, proxies will be voted in accordance with the best judgment of the proxy holders.

~~Who is entitled to vote?~~

All shareholders of record of United’s Common Stock at the close of business on March 11, 2017, which is referred to as the record date, are entitled to receive notice of the 2017 Annual Meeting and to vote the shares of Common Stock held by them on the record date. Each outstanding share of Common Stock entitles its holder to cast one vote for each matter to be voted upon.

~~What other information should I review before voting?~~

You should review United’s 2016 Annual Report to Shareholders and its Annual Report on Form 10-K filed with the SEC, including financial statements for the year ended December 31, 2016, before voting. Copies of these documents may be obtained without charge by:

·A:

~~Accessing United’s website~~You received the Notice and you are receiving this document because you were one of our shareholders on March 9, 2020, the record date for the 2020 Annual Meeting. We are soliciting your proxy (i.e., your permission) to vote your shares of United stock upon certain matters at~~www.ucbi.com~~; the 2020 Annual Meeting. We are required by law to convene an annual meeting of our shareholders at which directors are elected. It would be impractical, if not impossible, for our shareholders to meet physically to hold a meeting. Accordingly, proxies are solicited from our shareholders. We began mailing the Notice on or about March 24, 2020.

·Q:

~~Writing~~What if I have more than one account?

Please vote proxies for all accounts to ensure that all your shares are voted. You may consolidate multiple accounts with matching name(s) / registration through our transfer agent, Continental Stock Transfer & Trust. Email cstmail@continentalstock.com or call (800) 509-5586 to confirm if your accounts can be consolidated. All requests for consolidation must be submitted in writing.

Who may attend the 2020 Annual Meeting?

Although we plan to hold the 2020 Annual Meeting, our typical annual meeting could pose a health threat to the ~~Secretary~~participants and the greater community. In making your own decision regarding whether to attend the Annual Meeting, we advise you to take into account the current health environment, the risks to your personal health and the health of ~~United at Post Office Box 398, Blairsville, Georgia 30514-0398.~~others if you were to attend, and the advice of health authorities to use social distancing.

~~You~~Only shareholders, their proxy holders, and our invited guests may ~~also obtain copies of United’s~~attend the 2020 Annual ~~Report on Form 10-K by accessing the EDGAR database at the SEC’s website atwww.sec.gov~~or from the SEC at prescribed rates by writing to the Public Reference Room of the SEC, 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information.

~~How do I cast my vote?~~

~~If you hold your shares of Common Stock in your own name as a holder of record and you have Internet access, United prefers that you vote your shares via the Internet by going towww.cstproxyvote.com. Alternatively, you may vote your shares by telephone if you reside in the United States, Canada or the United States territories or in person at the 2017 Annual~~ Meeting.

If you are a registered shareholder and have not voted your shares by April 17, 2017, you may receive a proxy voting card by mail. At that time, you may also vote by mail by completing the proxy card and following the instructions provided.

If your shares ~~of Common Stock~~ are ~~held~~registered in ~~“street~~the name~~” meaning that your shares are held for your account by~~ of a broker, trust, bank or other nominee, you will ~~receive instructions~~need to bring a proxy or a letter from ~~your nominee which you must follow in order to vote your shares.~~

~~Proxies~~ that are submitted through the Internet or, if applicable, executed and returned via mail, but do not contain any specific instructions on any proposal, will be voted “FOR” the proposals specified herein.

~~May I change my vote?~~

~~If you are a~~ record holder ~~you~~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 ~~revoke your proxy by:~~

require photo identification for admission.

·Q:

~~Filing a written revocation with~~How many votes must be present to hold the ~~Secretary of United at Post Office Box 398, Blairsville, Georgia 30514-0398; or~~2020 Annual Meeting? Do abstentions and “broker nonvotes” count?

·A:

~~Appearing in person~~Our Amended and ~~electing to vote by ballot at the 2017 Annual Meeting.~~

~~Any shareholder of record as of the record date attending the 2017 Annual Meeting may vote in person by ballot whether or not a proxy has been previously given, but~~Restated Bylaws, as amended (the “Bylaws”) provide that the presence ~~(without further action) of a shareholder at the 2017 Annual Meeting will not constitute revocation of a previously given proxy.~~

~~Any shareholder holding shares in “street name” by a broker or other nominee must contact the broker or nominee to obtain instructions for revoking the proxy instructions.~~

~~How many votes must be present to hold the 2017 Annual Meeting?~~

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the 2017 Annual Meeting. As of the record date, there were 70,966,488 voting shares of Common Stock outstanding and entitled to vote at the 2017 Annual Meeting.

~~What vote is required to approve each proposal?~~

~~The required vote for each proposal at the 2017 Annual Meeting is as follows:~~

Proposal 1 - For the election of directors, those nominees receiving the greatest number of votes at the 2017 Annual Meeting shall be deemed elected, even though the nominees may not receive a majority of the votes cast. However, as described in Proposal 1: Election of Directors — Majority Vote Requirement, under certain circumstances, nominees who are elected receiving less than a majority vote may be asked to resign;

~~Proposal 2 - For the approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this Proxy Statement, the vote~~holders of a majority of the ~~voting~~issued and outstanding shares of ~~Common Stock voted on~~capital stock entitled to vote at a meeting, in person or represented by proxy, will constitute a quorum at the ~~matter; and~~2020 Annual Meeting. A quorum must exist to conduct any business at the 2020 Annual Meeting. If a quorum is not present at the 2020 Annual Meeting, any officer entitled to preside at or to act as Secretary of the 2020 Annual Meeting will have power to adjourn the 2020 Annual Meeting from time to time until a quorum is present.

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.

·Q:

~~Proposal 3 - For~~Who may vote at the ~~ratification~~2020 Annual Meeting?

Only shareholders of record at the close of business on March 9, 2020 (the “Record Date”), are entitled to notice of and to vote at the 2020 Annual Meeting. As of that date, there were 78,505,706 shares of our Common Stock, $1.00 par value, issued and outstanding and entitled to be voted at the 2020 Annual Meeting. Each share of our Common Stock is entitled to one (1) vote on each matter considered at the 2020 Annual Meeting.

Will a list of shareholders entitled to vote at the 2020 Annual Meeting be available?

Yes. A list of shareholders entitled to vote at the 2020 Annual Meeting will be available after March 9, 2020 at our executive office and will be accessible there through the date of the 2020 Annual Meeting during ordinary business hours.

What am I voting on at the 2020 Annual Meeting?

There are three proposals to be considered and voted on at the 2020 Annual Meeting:

To elect our ten director nominees identified in this Proxy Statement to our Board of Directors, each to serve a one-year term expiring at the latter of the 2021 Annual Meeting of Shareholders or upon his or her successor being elected and qualified;

To approve, on an advisory (nonbinding) basis, the compensation paid to our Named Executive Officers (“say-on-pay vote”); and

To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accountants for 2020.

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

What are my choices when voting on the election of ~~PricewaterhouseCoopers LLP as independent registered public accountant for 2017,~~our ten director nominees identified in this Proxy Statement, and what vote is needed to elect nominees to the Board of Directors?

Regarding the vote ~~of a majority of the voting shares of Common Stock voted~~ on the ~~matter.~~election of our ten director nominees identified in this Proxy Statement to serve until the 2021 Annual Meeting of Shareholders or until his or her successor is elected and qualified, shareholders may:

For any other business at the 2017 Annual Meeting, the vote of a majority of the voting shares of Common Stock voted on the matter, assuming a quorum is present, shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law.

~~How are~~

Vote “FOR ALL” director nominees;

Vote “FOR ALL EXCEPT” specific director nominees; or

Vote to “WITHHOLD ALL” votes ~~counted?~~
for all director nominees.

~~Proposal 1 is the election of directors. Because directors~~Directors are elected by a plurality of the votes cast ~~except as described in Proposal 1: Election~~at the 2020 Annual Meeting of ~~Directors — Majority Vote Requirement,~~Shareholders by the director nominees who get the most votes will be elected even if such votes do not constitute a majority. Directors cannot be voted “AGAINST,” and votes to “WITHHOLD AUTHORITY” to vote for a certain nominee will have no impact if the nominee receives a plurality of the votes cast. For the approval of all other proposals, you may vote “FOR” or “AGAINST” the proposal.

Abstentions and “broker non-votes” will be counted only for purposes of establishing a quorum, but will not otherwise impact the vote. “Broker non-votes” are proxies received from brokers or other nominees holding shares on behalf of their clients (in “street name”) who have not been given specific voting instructions from their clients with respect to non-routine matters. The ratification of independent auditors is considered a routine matter by brokers and other nominees allowing them to have discretionary voting power to vote shares they hold on behalf of their clients for the ratification of an independent auditor.

~~If you hold your shares of Common Stock in your own name as a holder of record and you fail to vote your shares, either~~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.

What are my choices when voting on the advisory (nonbinding) proposal regarding the compensation paid to the Company’s Named Executive Officers (“say-on-pay proposal”), and what vote is needed to approve the advisory say-on-pay proposal?

Regarding the advisory (nonbinding) proposal on the compensation paid to our Named Executive Officers, shareholders may:

Vote “FOR” the advisory say-on-pay proposal;

Vote “AGAINST” the advisory say-on-pay proposal; or

“ABSTAIN” from voting on the advisory say-on-pay proposal.

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.

What are my choices when voting on the ratification of the appointment of PwC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2020, and what vote is needed to ratify their appointment?

Regarding the vote on the proposal to ratify the appointment of PwC as the Company’s independent registered public accountants for 2020, shareholders may:

Vote “FOR” the ratification of the appointment of PwC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2020;

Vote “AGAINST” the ratification of the appointment of PwC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2020; or

“ABSTAIN” from voting on the ratification of the appointment of PwC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2020.

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.

How does the Company’s Board of Directors recommend that I vote?

See the information included in this Proxy Statement relating to the proposals to be considered and voted on at the 2020 Annual Meeting. Our Board of Directors unanimously recommends that you vote:

“FOR ALL” of the ten nominees to our Board of Directors identified in this Proxy Statement;

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

“FOR” the ratification of the appointment of PwC as our independent registered public accountants for 2020.

How do I vote?

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust, you are considered a shareholder of record with respect to those shares. If you are a record holder, the Notice is being sent to you directly by Broadridge Financial Solutions. Please carefully consider the information contained in this Proxy Statement and, whether or not you plan to attend the 2020 Annual Meeting, please vote by (i) accessing the Internet website specified on the Notice, (ii) calling the toll-free number specified on your Proxy Card, if you requested printed copies of the Proxy Materials or (iii) marking, signing and returning your Proxy Card promptly, if you requested printed copies of the Proxy Materials, so that we can be assured of having a quorum present at the 2020 Annual Meeting and so that your shares may be voted in accordance with your wishes, even if you later decide to attend the 2020 Annual Meeting.

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.

How do I vote if my shares are held in “street name” by a broker, bank or other nominee?

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 provided through Broadridge Investor Communication Solutions that offers Internet and telephone voting options.

If I vote by proxy, can I still attend the 2020 Annual Meeting and vote there if I choose?

Yes. If you are a shareholder of record, the method you use to vote will not limit your right to vote at the 2020 Annual Meeting if you decide to attend in person. Written ballots will be passed out to any shareholder of record who wants to vote at the 2020 Annual Meeting. However, if your shares are held in street name by a broker, bank or other nominee and you would like to attend the 2020 Annual Meeting and vote your shares in person, you must obtain a proxy from your bank or broker. You must request this form from your bank or broker; they will not automatically supply one to you.

Is cumulative voting allowed? Do I have dissenters’ or appraisal rights?

No. Cumulative voting rights are not authorized, and dissenters’ rights and rights of appraisal are not applicable to the matters being voted upon at the 2020 Annual Meeting.

What are “broker votes” and “broker nonvotes?”

On certain “routine” matters, brokerage firms have discretionary authority under applicable stock exchange rules to vote their customers’ shares if their customers do not provide voting instructions. When a brokerage firm votes its customers’ shares on a “routine” matter without receiving voting instructions (referred to as a “broker vote”), these shares are counted both for establishing a quorum to conduct business at the 2020 Annual Meeting and in determining the number of shares voted “FOR” or “AGAINST” the “routine” matter. For purposes of the 2020 Annual Meeting, Proposal 3 – the ratification of the appointment of PwC as the Company’s independent registered public accountants for 2020 is considered a “routine” matter.

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 ~~excluded entirely from~~voted at the ~~vote.~~

~~How can I pre-register to attend the 2017 Annual Meeting?~~

~~To pre-register to attend the 2017~~2020 Annual Meeting ~~you may:~~

on all matters being considered.

·Q:

~~Follow the instructions atwww.cstproxy.com/ucbi/2016;~~What if I abstain from voting?

You have the option to “ABSTAIN” from voting with respect to Proposal 2 – the advisory (nonbinding) vote on the compensation paid to our Named Executive Officers (say-on-pay vote) and Proposal 3 – the ratification of the appointment of PwC as the Company’s independent registered public accountants for 2020. Abstentions with respect to these proposals are counted for purposes of establishing a quorum. If a quorum is present, abstentions will have the same impact as a vote against these proposals.

May I revoke my proxy after I have delivered my proxy?

Yes. You may revoke your proxy at any time before the polls close by submitting a subsequent proxy with a later date by using the Internet, by telephone or by mail or by sending our Corporate Secretary a written revocation. Your proxy also will be considered revoked if you attend the 2020 Annual Meeting and vote in person. If your shares are held in street name by a broker, bank or other nominee, you must contact your broker, bank or other nominee in order to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the 2020 Annual Meeting.

How will my shares be voted if I return my Proxy Card or vote via telephone or Internet? What if I return my Proxy Card but do not provide voting instructions or if I complete the telephone or Internet voting procedures but do not specify how I want to vote my shares?

Our Board of Directors has named H. Lynn Harton, our President and Chief Executive Officer, and Thomas A. Richlovsky, our Lead Director, as official proxy holders. They will vote all proxies, or record an abstention or withholding, in accordance with the directions on the proxy.

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.

·Q:

~~Email Investor_Relations@ucbi.com~~Who will count the votes?

An inspector of elections will be appointed for the 2020 Annual Meeting who will tabulate votes cast by proxy or in person at the 2020 Annual Meeting as well as determine whether a quorum is present.

Where can I find voting results of the 2020 Annual Meeting?

We will announce preliminary voting results at the 2020 Annual Meeting and ~~indicate~~publish final results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the 2020 Annual Meeting (a copy of which will be available on the Investor Relations section of our website, www.ucbi.com, under the link Financials & Filings > SEC Filings). If our final voting results are not available within four business days after the 2020 Annual Meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

Does the Board of Directors know of any other matters that might arise at the 2020 Annual Meeting?

The Board of Directors knows of no matters to be presented at the 2020 Annual Meeting other than those set forth in the Notice of 2020 Annual Meeting of Shareholders enclosed herewith. However, if any other matters do come before the 2020 Annual Meeting, it is intended that the holders of the proxies will vote thereon in their discretion. Any such other matter will require for its approval the affirmative vote of a majority of votes cast by shares represented in person or by proxy and entitled to vote at such 2020 Annual Meeting, provided a quorum is present, or such greater vote as may be required under the Company’s Amended and Restated Certificate of Incorporation, our Bylaws or applicable law.

May I propose actions for consideration at the 2020 Annual Meeting of Shareholders or nominate individuals to serve as directors?

Yes; however, to do so you must have given timely notice of the business in writing to the Corporate Secretary of the Company. To be timely, your notice must be delivered or mailed to and received at the principal offices of the Company on or before the later to occur of (i) 14 days prior to the 2020 Annual Meeting or (ii) 5 days after this notice is provided to you. Your notice to the Corporate Secretary must set forth a brief description of each matter of business that you propose to bring before the meeting and the reasons for conducting that business at the meeting; the name, as it appears on the Company’s books, and your address; the series or class and number of shares of our capital stock that are beneficially owned by you; and any material interest that you have in the proposed business. The chairman of the ~~person(s) attending;~~meeting shall have the discretion to declare to the meeting that any business proposed by a shareholder to be considered at the meeting is out of order and that such business shall not be transacted at the meeting if (i) the chairman concludes that the matter has been proposed in a manner inconsistent with the applicable section of the Bylaws or (ii) the chairman concludes that the subject matter of the proposed business is inappropriate for consideration by the shareholders at the meeting.

·Q:

~~Call (866) 270-5900 and speak with an Investor Relations professional.~~May I propose actions for consideration at the 2021 Annual Meeting of Shareholders or nominate individuals to serve as directors?

You may submit proposals for consideration at future shareholder meetings, including director nominations. See Proposal 1: Election of Directors > Can shareholders recommend or nominate directors? and Shareholder Proposals for 2021 Annual Meeting of Shareholders for additional information.

Whom should I contact with questions about the 2020 Annual Meeting?

If you have any questions about this Proxy Statement or the 2020 Annual Meeting, please contact Melinda Davis Lux, our General Counsel and Corporate Secretary at United Community Banks, Inc., Post Office Box 398, Blairsville, Georgia 30514-0398 or by telephone at (800) 822-2651. If you need help at the Annual Meeting because of a disability, please contact us at least one week in advance of the 2020 Annual Meeting at (866) 270-5900.

~~Table of Contents~~TABLE OF CONTENTS

4Q:

What information is available on the Internet?

A copy of 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.

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

1: ELECTION OF DIRECTORS

What is the structure of the Board of Directors?

~~The~~Our Bylaws ~~of United~~ provide that the number of directors on ~~United’s~~the Board of Directors may range from eight to fourteen. The Board ~~of United~~ 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 ~~next~~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 ~~Bank.~~ 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?

~~Information Regarding 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 ~~Director~~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 69~~	~~Audit Committee~~

	Age	Business Experience During the Past Five Years and Other Information
	~~Risk Committee~~
	~~Nominating/Corporate Governance Committee~~

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. 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 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 40 plus years of business experience and over 25 years of bank board experience make him well suited to serve on the Board.

L. Cathy Cox	Director since 2008
~~Age 58~~	~~Audit~~ Committee
	~~Risk Committee~~
	Membership Executive Nominating/ Corporate Governance ~~Committee Chairman~~
(Chair) Risk	~~Compensation Committee Chairman~~ 61	Ms. Cox was appointed dean of Mercer University’s School of Law, Georgia’s oldest ABA-accredited law school, in 2017. Ms. Cox brings to the Mercer Law deanship a breadth and depth of experience in higher education, public service and the practice of law. Prior to this appointment, Ms. Cox served for ten years as President of Young Harris College, a private, liberal arts college in North Georgia. During her tenure at the college, she moved the college from two-year to four-year status, doubled student enrollment and the size of the faculty of the institution and added more than $100 million in new facilities to the campus. Prior to joining the college, Ms. Cox was twice elected to serve as the Georgia Secretary of State. In this role she served as Commissioner of Securities, overseeing the regulation of the securities industry within the state. Ms. Cox was twice elected to the Georgia House of Representatives where she served on the House Judiciary Committee; Game, Fish and Parks Committee; State Institutions and Properties Committee; Georgia Code Revision Commission and various House study committees. Prior to her public service, Ms. Cox worked in the private practice of law, first as an associate with Hansell & Post in Atlanta, Georgia, and then as a partner with Lambert, Floyd & Conger in Bainbridge, Georgia. She started her professional career as a newspaper reporter. Ms. Cox holds an A.S. degree from Abraham Baldwin Agricultural College, an A.B.J. degree from University of Georgia and a J.D. degree from Mercer University School of Law. She was Editor-in-Chief of the Mercer Law Review. She serves on the boards of several statewide nonprofit and civic organizations. Ms. Cox provides a unique combination of legal, governmental and educational experience to the Board of Directors. In her legal career, Ms. Cox served as legal counsel for community banks, hospitals and other businesses in Georgia. This, combined with her extensive government service, brings a depth of legal and governmental expertise to the Board. Her leadership in higher education demonstrates Ms. Cox’s vision and strong management skills and offers the perspective of key educational institutions to the Board. For these reasons, the Board of Directors believes Ms. Cox is well suited to serve on the Board.

Ms. Cox has served as President of Young Harris College, a private, liberal arts college in North Georgia, since 2007. In her time at the college, she has moved the college from two-year to four-year status, doubled student enrollment and the size of the faculty of the institution and added more than $100 million in new facilities to the campus. Prior to joining the college, Ms. Cox was twice elected to serve as the Georgia Secretary of State. In this role she served as Commissioner of Securities, overseeing the regulation of the securities industry within the state, and she also participated in one of the largest ever national settlements against national investment banks for state and federal law violations.10

Ms. Cox was twice elected to the Georgia House of Representatives where she served on the House Judiciary Committee; Game, Fish and Parks Committee; State Institutions and Properties Committee; Georgia Code Revision Commission and various House study committees. Prior to her public service, Ms. Cox worked as an attorney, first as an associate with Hansell & Post in Atlanta, Georgia, and then as a partner with Lambert, Floyd & Conger in Bainbridge, Georgia. She started her professional career as a newspaper reporter. Ms. Cox holds an A.S. degree from Abraham Baldwin Agricultural College, an A.B.J. degree from University of Georgia and a J.D. degree from Mercer University School of Law. She was Editor-in-Chief of the Mercer Law Review.

Age

Business Experience During the Past Five Years and Other Information

Ms. Cox provides a very unique combination of legal, governmental and educational experience to the Board. In her legal career, Ms. Cox served as legal counsel for community banks in Georgia. This, combined with her extensive government service, brings a depth of legal and governmental expertise to the Board. Her leadership of a college undergoing tremendous growth demonstrates Ms. Cox’s vision and strong management skills and offers the perspective of a key educational institution to the Board. For these reasons, the Board believes Ms. Cox is well suited to serve on the Board.

Kenneth L. Daniels

Director since 2015

Committee Membership
   Audit

   Compensation

   Executive

   Risk (Chair)

Mr. Daniels began his career at First Union National Bank (now Wells Fargo) where he served as a Senior Commercial Loan Officer and Commercial Financial Analyst. In 1983, he joined BB&T and led various credit and risk management functions as the company grew from $2 billion to $187 billion in assets. In 2003, he was promoted to Chief Credit Risk and Policy Officer and later to Senior Risk Advisor, a position he held until his retirement in 2014.

Mr. Daniels is past President and Chair of both the Carolinas/Virginia Chapter and the Eastern North Carolina Chapter of the Risk Management Association (“RMA”). During his career, he served on the RMA’s National Agricultural Lending Council, the National Credit Risk Council, the Allowance for Loan and Lease Losses Roundtable and the Commercial Risk Grading Roundtable. He graduated from the RMA/Wharton Advanced Risk Management Program at The Wharton School of Business and also earned an M.B.A. degree at East Carolina University and a bachelor’s degree at the University of North Carolina, Chapel Hill.

Mr. Daniel’s 38 years as a banking leader and risk professional with extensive experience in loan portfolio management, regulatory requirements, policy development and data integrity provides the Board of Directors with a depth of banking and risk expertise and offers the perspective of a large regional banking institution to the Board. For these reasons, the Board of Directors believes Mr. Daniels is well suited to serve on the Board.

	Age	Business Experience During the Past Five Years and Other Information
~~Age 65~~Lance F. Drummond	~~Risk~~ Director since 2018 Committee ~~Chairman~~
	Membership Compensation Executive Nominating/ Corporate Governance ~~Committee~~
Risk	~~Compensation Committee~~

Mr. Daniels is past President and Chair of both the Carolinas/Virginia Chapter and the Eastern North Carolina Chapter of the Risk Management Association (“RMA”). During his career, he served on the RMA’s National Agricultural Lending Council, the National Credit Risk Council, the Allowance for Loan and Lease Losses Roundtable and the Commercial Risk Grading Roundtable. He graduated from the RMA/Wharton Advanced Risk Management Program at The Wharton School of Business and also earned an M.B.A. degree at East Carolina University and a bachelor’s degree at the University of North Carolina, Chapel Hill.

Mr. Daniel’s 38 years as a banking leader and risk professional with extensive experience in loan portfolio management, regulatory requirements, policy development and data integrity provides the Board with a depth of banking and risk expertise and offers the perspective of a large regional banking institution to the Board. For these reasons, the Board believes Mr. Daniels is well suited to serve on the Board.

~~H. Lynn Harton~~

~~Director Since 2015~~

~~Age 55~~

Mr. Drummond began his career in 1976 at Eastman Kodak, where he held several senior management positions including Divisional Vice President and General Manager Dental Products, Divisional Vice President and Regional General Manager Professional Products — Latin American region, Corporate Vice President and Chief Operating Officer Professional Products Division. In 2002, Mr. Drummond joined Bank of America as the Service and Fulfillment Operations executive for Global Technology and Operations. In this role, he led more than 19,000 associates who provided end-to-end operations support to 55 million consumer households, 2 million small business relationships, 200,000 commercial clients, 6,100 banking centers and 18,000 ATMs. In 2007, Mr. Drummond became Bank of America’s Global Consumer and Small Business Banking eCommerce/ATM executive. From 2009 to 2011, Mr. Drummond served as the Executive Vice President of Human Resources and Shared Services at Fiserv, Inc. In this role, he led the human resources function for Fiserv’s 20,000 employees. Additionally, he oversaw many of the company’s shared services, including Fiserv Global Services’ 2,800 employees, located in India and Costa Rica. In 2011, Mr. Drummond accepted the position of Executive Vice President of Operations and Technology at TD Canada Trust and served in this capacity until he retired in January 2015. In his role at TD Canada Trust, he led a team of associates who delivered personal and small business loan underwriting, funding, discharges, deposit operations, fraud management, collections, digitization and image transformation, service quality (Lean Six Sigma) and project management office services for Canadian Banking including retail, business and wealth.

Mr. Drummond is an independent director on the board of directors of the Federal Home Loan Mortgage Corporation (commonly referred to as “Freddie Mac”) where he serves on the Audit Committee and Nominations and Governance Committee and is chair of the Technology Working Group. He is a member of the Public Board of Governors of the Financial Industry Regulatory Authority (FINRA). He is also board member of CurAegis Technologies Inc., where he serves on the Audit Committee. Mr. Drummond earned his bachelor’s degree in Business Management from Boston University, MBA from the Simon Business School at the University of Rochester, and MS degree in Management Science from MIT. He received the MIT Sloan Fellowship in 1994 and the Aspen Institute’s Henry Crown Fellowship in 1998. Mr. Drummond is the founder of Dreamseeds — a children’s performing arts program at YMCA of Greater Rochester. He was recipient of the Rochester Area Community Foundation Award in 2000 and Rochester Mayor Unsung Heroes Award in 2001. He also received the University of Rochester Simon Business School Distinguished Alumnus Award in 2005 and Charlotte American Diabetes Association Father of the Year in 2005.

Mr. Drummond brings to the Board of Directors 40 years of business as an executive level business leader with multi-industry and international experience. He specializes in business transforming strategy development and execution and organizational change for business-to-business and business-to-consumer Fortune 500 companies, with demonstrated success in manufacturing, technology and financial services industries. For these reasons, the Board of Directors believes Mr. Drummond is well suited to serve on the Board.

Mr. Harton serves as President and Chief Operating Officer of United and of the Bank. Mr. Harton has served as Chief Operating Officer of United since September 2012. Prior to joining United, from 2010 to 2012, Mr. Harton was Executive Vice President and Head of Commercial Banking-South of Toronto-Dominion Bank (“TD Bank”). From 2009 to 2010, Mr. Harton served as President and Chief Executive Officer of The South Financial Group (“TSFG”), and from 2007 to 2009 was Chief Risk and Chief Credit Officer of the same company. During his time at TSFG, Mr. Harton raised capital to support TSFG during the financial crisis, negotiated the sale of the company to TD Bank, and, post-sale, led the successful integration of TSFG into TD Bank. Prior to joining TSFG, from 2003-2007 Mr. Harton was Chief Credit Officer of Regions Financial Corporation and Union Planters Corporation. He also has previously held various executive positions at BB&T.12

Mr. Harton earned his bachelor’s degree from Wake Forest University and has participated in various executive programs at Duke University, Wharton, Columbia, Northwestern, University of North Carolina and University of South Carolina. He is a member of the RMA National Community Bank Council and a member of the RMA Board of Directors. He also has served on a number of additional financial boards and committees throughout his career, including the Palmetto Business Forum, RMA National Credit Risk Council, CBA National Small Business Banking Committee, and the Equifax Small Business Financial Exchange.

As President and Chief Operating Officer, Mr. Harton is one of two officers serving on our Board. With more than 30 years of experience in the banking and finance industry, Mr. Harton has extensive experience with respect to lending, risk management, credit administration and virtually all other aspects of United’s business. Mr. Harton’s leadership, experience and good judgment make him well suited to serve on the Board.

~~Table of Contents~~TABLE OF CONTENTS

	6 Age	Business Experience During the Past Five Years and Other Information
H. Lynn Harton Director since 2015 Committee Membership Executive (Chair)	58	Mr. Harton serves as Chairman of the Board, President and Chief Executive Officer of both United and the Bank. Mr. Harton joined United in 2012 as Chief Operating Officer. He was named President and was elected to the Board in 2015, was named Chief Executive Officer of the Bank in 2017 and was named Chief Executive Officer of United in 2018. Mr. Harton was named Chairman of the Board in 2019. Prior to joining United, Mr. Harton served as the Executive Vice President and Head of Commercial Banking-South of Toronto-Dominion Bank (“TD Bank”) from 2010 to 2012. From 2009 to 2010, Mr. Harton served as President and Chief Executive Officer of The South Financial Group (“TSFG”), and from 2007 to 2009 he served as TSFG’s Chief Risk and Chief Credit Officer. During his time at TSFG, Mr. Harton raised capital to support TSFG during the financial crisis, negotiated the sale of the company to TD Bank, and, post-sale, led the successful integration of TSFG into TD Bank. Prior to joining TSFG, Mr. Harton served from 2003 to 2007 as the Chief Credit Officer of Regions Financial Corporation and Union Planters Corporation. He also had previously held various executive positions at BB&T from 1983 to 2003. Mr. Harton earned his bachelor’s degree from Wake Forest University and has participated in various executive programs at Duke University, Wharton, Columbia, Northwestern, University of North Carolina and University of South Carolina. He is a past member of both the RMA National Community Bank Council and the RMA Board of Directors. He also has served on a number of additional financial boards and committees throughout his career, including the Palmetto Business Forum, RMA National Credit Risk Council, CBA National Small Business Banking Committee, and the Equifax Small Business Financial Exchange. With more than 30 years of experience in the banking industry, Mr. Harton has extensive experience with respect to lending, risk management, credit administration and virtually all other aspects of United’s business. Mr. Harton’s leadership, experience and good judgment make him well suited to serve on the Board of Directors.

~~W. C. Nelson, Jr.~~	Age	Business Experience During the Past Five Years and Other Information
Jennifer K. Mann Director since ~~1988~~2018 Committee Membership Compensation (Chair)	49	Ms. Mann has been employed with SAS since 1998 and currently serves as Executive Vice President of Human Resources, where she is responsible for developing and guiding SAS’ human resources vision and articulating the organization’s strategy to help acquire, develop, reward and retain the best talent. Ms. Mann leads a global human resources organization that acts as a steward of the SAS culture and engages a global workforce of over 13,000 with diverse talents and skills. SAS has been ranked on the FORTUNE 100 Best Companies to Work For® list since the list’s inception. This recognition includes multiple number one rankings in the US, as well as the World’s Best Multinational Workplaces from Great Place to Work®, garnering accolades for SAS across the globe for its workplace culture and commitment to innovation. Her workplace culture insights have been shared in The Wall Street Journal, US World News and Report, CBS MoneyWatch.com, CBS Sunday Morning, CNN and The GREAT Workplace by Michael Burchell and Jennifer Robin. Ms. Mann was selected as a 2014 finalist for Chief Human Resources Officer of the Year by HRO Magazine. Prior to joining SAS, Ms. Mann held human resources leadership roles in industries such as high-tech manufacturing, healthcare and academia. Ms. Mann serves on the advisory council at North Carolina State University’s Poole College of Management, as well as the board of directors for the North Carolina Marbles Kids Museum. She received her bachelor’s degree in Psychology and Business from Meredith College in Raleigh, North Carolina. Ms. Mann provides a wealth of human resources experience to the Board of Directors. Her leadership in human resources demonstrates her vision and strong management skills and offers extensive human resources insight to the Board. For these reasons, the Board of Directors believes Ms. Mann is well suited to serve on the Board.

	Age	Business Experience During the Past Five Years and Other Information
~~Age 73~~Thomas A. Richlovsky	Director since 2012 Lead Director Committee Membership Audit Executive Nominating/ Corporate Governance Risk	68	Mr. Richlovsky retired as Executive Vice President at PNC Financial Services Group Inc. (“PNC”) in 2011. He joined PNC upon its acquisition of National City Corporation in December 2008. Mr. Richlovsky was Chief Financial Officer, Treasurer and Principal Accounting Officer of National City at the time of its acquisition by PNC. During his 30-year tenure with National City, he assumed progressively greater responsibilities and gained extensive financial management, accounting and treasury expertise. Over that same period National City grew from approximately $5 billion in assets and 2,000 employees to $150 billion in assets and over 30,000 employees. Following the sale of National City to PNC, Mr. Richlovsky was appointed Executive Vice President of PNC and assisted in the integration of the two companies as well as managing several functional areas within the PNC finance group. Mr. Richlovsky began his business career as an auditor in 1973 with Ernst & Ernst, a predecessor firm of Ernst & Young LLP, in Cleveland, Ohio. He has a bachelor’s degree from Cleveland State University and is a certified public accountant. He also completed graduate studies at The Stonier Graduate School of Banking at Rutgers University. During his business career he was active in numerous professional organizations, including the American Institute of Certified Public Accountants, Financial Executives Institute, Bank Administration Institute and National Investor Relations Institute. He continues to serve on the boards of several charitable and educational institutions. Mr. Richlovsky has extensive experience in the financial services industry, having served in senior executive positions in finance, accounting and treasury at major banking organizations. Mr. Richlovsky’s expertise and experience in these finance-related areas of banking provide a valuable perspective making him well suited to serve on United’s Board of Directors.

	Age	Business Experience During the Past Five Years and Other Information
David C. Shaver Director since 2016 Committee Membership Audit (Chair) Compensation	70	Mr. Shaver is the founder and Chief Executive Officer of Cost Segregation Advisors, LLC, a national income tax advisory services company which was formed in Atlanta in 2006 and provides services to commercial real estate owners and leaseholders. Mr. Shaver was previously an initial partner with Tatum CFO Partners, now a division of Randstad and was also Chief Financial Officer and an equity partner of International Automotive Corp. Inc. Mr. Shaver also served as the Corporate Controller of The Home Depot, Inc., where he directed financial planning and operations, tax administration and reporting, inventory accounting and control, financial reporting and compliance, and other financial matters. Prior to his experience with The Home Depot, Inc., Mr. Shaver served as Controller for a W.R Grace Retail Group subsidiary and as Controller for Anomalous, Inc., an international subsidiary of Levi Strauss & Co. Mr. Shaver began his professional career in Atlanta, Georgia in 1972 as an auditor with Lybrand, Ross Bros. & Montgomery, a predecessor firm of PwC. Mr. Shaver is active in his community as well and, for two years, devoted himself to forensic accounting and crisis management for his church in the office of the finance manager. Mr. Shaver received his bachelor’s degree from the University of Tennessee, is a certified public accountant licensed in Georgia and Tennessee and is a member of The American Institute of CPAs, Georgia Society of CPAs, and Tennessee Society of CPAs. Mr. Shaver qualifies as a financial expert on the Audit ~~Committee~~Committee. Mr. Shaver has extensive accounting and finance experience, having served in senior executive positions in finance, accounting and taxes at major organizations including operating an advisory and accounting practices firm. Mr. Shaver’s expertise and experience in these finance-related areas provide a valuable perspective to United’s Board of Directors making him well suited to serve on the Board.
	~~Risk Committee~~
Tim R. Wallis Director since 1999 Committee Membership Compensation	~~Nominating/Corporate Governance Committee~~
68	~~Compensation Committee~~

Mr. Nelson has served on the Board of United since its formation in 1988 and has served as Lead Director since February 2015, Chairman from March 2012 through February 2015 and Vice Chairman from 1992 through March 2012.

Mr. Wallis has been President of Wallis Printing in Rome, Georgia since 1985 and has been with the company since 1974. In addition to serving on the Board of Directors of United, Mr. Wallis also serves as Chairman on the community bank board of United Community Bank — Rome. He has served on the board of directors of the Printing and Imaging Association of Georgia (“PIAG”) and was Chairman of the association’s Government Relations Committee. In this capacity he worked directly with PIAG legislative liaisons at both the state and national levels. Mr. Wallis currently serves on the Georgia Chamber of Commerce board of directors and was formerly on the board of governors where he was the chair for northwest Georgia. Additionally, Mr. Wallis has significant investment interests in retail shopping centers throughout the Southeast. He also has served on the Darlington School Board of Trustees, Georgia Southern University Foundation Board of Trustees, Rome/Floyd YMCA Board of Trustees and the United Way of Rome and Floyd County Board of Trustees. He is a graduate of Georgia Southern University.

Mr. Wallis has been a community leader and long-term owner of a small business. With United’s interest in small business and commercial banking, Mr. Wallis brings a valuable perspective and insight to the Board of Directors. His varied experience in a number of community boards, as well as his service on the United Community Bank — Rome community bank board, gives the Board of Directors a focus on the needs of our mid-size banking communities and the business owners within those communities. For these reasons, as well as his experience with statewide commerce, the Board of Directors believes Mr. Wallis is well suited to serve on the Board.

	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:

In order to be considered timely, a nomination for the election of a director must be received by United no less than 120 days before the anniversary of the ~~Bank since 1974. Mr. Nelson is~~date United’s Proxy Statement was mailed to shareholders in connection with the ~~Co-Owner and Operator of Nelson Tractor Co. in~~previous year’s Annual Meeting.

A shareholder nomination for director must set forth, as to each nominee such shareholder proposes to nominate:

○

The name and business or residence address of the nominee;

○

The number of shares of Common Stock of United which are beneficially owned by the person;

○

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

○

The signed consent of the nominee to serve, if elected.

A shareholder nomination for director must also set forth, as to each nominee such shareholder proposes to nominate:

○

The name and residence address of the nominating shareholder; and

○

The class and number of shares of Common Stock of United which are beneficially owned by the nominating shareholder.

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 dealer of farm and light industrial equipment established by the Nelson family in 1949. In this capacity, he has served on the Ford Tractor National Dealer Council as well as the Kubota National Dealer Advisory Board representing southeast U.S. dealers.nominee is unwilling or unable to serve?

~~Mr. Nelson attended Young Harris College and The Georgia Institute of Technology. He~~If any nominee withdraws or for any reason is ~~a member-emeritus of the Union County Development Board where he previously served~~not able to serve as a ~~member~~director, the proxy will be voted for ~~more than 30 years and~~such other person as Chairman for 15 years. Mr. Nelson is currently on the Young Harris Board of Associates and the Blairsville Downtown Development Authority and formerly served as a member of the Tennessee Valley Authority Regional Resource Stewardship Council for 12 years.

~~In addition to owning and operating a thriving local business, Mr. Nelson’s managerial and leadership expertise is recognized~~may be designated by professional and governmental entities nationwide. In addition to his keen leadership ability, Mr. Nelson brings to the Board a broad community perspective due to his lengthy involvement in, and leadership of, varied local and regional municipal organizations – a valued perspective because of United’s strong commitment to the communities it serves. The Board believes that Mr. Nelson’s dedication to community development, as well as his decades of business leadership and board experience makes him well suited to serve on United’s Board.

~~Thomas A. Richlovsky~~	~~Director since 2012~~
~~Age 65~~	~~Audit Committee Chairman~~
	~~Risk Committee~~
	~~Nominating/Corporate Governance Committee~~

Mr. Richlovsky served as Executive Vice President at PNC Financial Services Group Inc. from 2009 to 2011 following PNC’s acquisition of National City Corporation in December 2008. While at PNC, he assisted with the integration of National City’s financial functions as well as managed or co-managed several areas within the PNC finance group. Mr. Richlovsky was Chief Financial Officer, Treasurer and Principal Accounting Officer of National City at the time of its acquisition by PNC. During his 30-year tenure with National City (1978-2008), he assumed progressively greater responsibilities and gained extensive financial, accounting and treasury expertise. At the time of the sale of National City and subsequent integration into PNC, he was a key executive and assisted in the transition with regulators, investors and other external constituents. Mr. Richlovsky began his career as an auditor in 1973 with Ernst & Ernst, a predecessor firm of Ernst & Young LLP, in Cleveland, Ohio. Mr. Richlovsky received his bachelor’s degree from Cleveland State University and is a certified public accountant.

Mr. Richlovsky has extensive experience in the financial services industry, having served in senior executive positions in finance, accounting and treasury at major banking organizations. Mr. Richlovsky’s expertise and experience in these finance-related areas of banking provide a valuable perspective to United’s Board making him well suited to serve on the Board.

~~David C. Shaver~~	~~Director since 2016~~
~~Age 67~~	~~Audit Committee~~
	~~Nominating/Corporate Governance Committee~~

Mr. Shaver is Chief Executive Officer and founder of Cost Segregation Advisors, LLC, a national income tax advisory services company formed in 2006 in Atlanta as an outgrowth of Shaver’s accounting practice that focuses on commercial real estate owners and leaseholders. Previously, Shaver was an initial partner with Tatum Partners, now a division of Randstad, and was Chief Financial Officer and an equity partner of International Automotive Corp. Inc. Shaver’s prior experience also includes serving as Controller for The Home Depot, Inc., where he directed financial operations, financial planning and other matters. Prior to his experience with The Home Deposit, Inc., Mr. Shaver served as Controller for a W.R Grace Retail Group subsidiary and as Controller for Anomalous, Inc., an international subsidiary of Levi Strauss & Co. Mr. Shaver is active in his community as well and, for two years, has devoted himself to forensic accounting and crisis management for his church in the office of the finance manager. Mr. Shaver received his bachelor’s degree from University of Tennessee, is a certified public accountant licensed in Georgia and Tennessee and is a member of The American Institute of CPAs, Georgia Society of CPAs, Tennessee Society of CPAs and MENSA. Mr. Shaver qualifies as a financial expert on the Audit Committee.

Mr. Shaver has extensive accounting and finance experience, having served in senior executive positions in finance, accounting and taxes at major organizations including operating an advisory and accounting practices firm. Mr. Shaver’s expertise and experience in these finance-related areas provide a valuable perspective to United’s Board making him well suited to serve on the Board.

~~Jimmy C. Tallent~~	~~Director since 1988~~
~~Age 64~~	~~Chairman and Chief Executive Officer~~

Mr. Tallent currently serves as Chairman and Chief Executive Officer of United and the Bank. Mr. Tallent has served as Chief Executive Officer of United from the time it was formed in 1988 and has served as Chairman of the Board since February 2015. He has also served as Chief Executive Officer of United’s wholly-owned subsidiary, United Community Bank, since 1984. Under Mr. Tallent’s leadership, United has grown from a small, one-branch banking operation in the rural community of Blairsville, Georgia to the third largest bank holding company headquartered in Georgia with $10.7 billion in assets and 139 offices covering four states in the Southeast. Mr. Tallent is a member of the board of directors of Georgia Power, the largest subsidiary of Southern Company, the Georgia Chamber of Commerce and serves as a Trustee of Young Harris College. He is a former member of the State Board for the Georgia Department of Technical and Adult Education and the Global Health Action board of directors. Mr. Tallent has also served as the Georgia State YMCA Finance Chairman.

Mr. Tallent’s many professional accomplishments include being honored with the Georgia Economic Developers Association’s Spirit of Georgia Award, which was presented to Mr. Tallent in 1999. This award is presented annually to a Georgia business executive who has demonstrated superior ability, originality, potential impact and courage in business development. For ten consecutive years, Georgia Trend magazine has recognized Mr. Tallent as one of the “100 Most Influential Georgians.” In 2007, Mr. Tallent was honored with the Ernst & Young Entrepreneur of the Year Award for Financial Services in the Alabama/Georgia/Tennessee region. Mr. Tallent attended Young Harris College and Piedmont College and is a graduate of the Georgia Banking School.

As Chairman and Chief Executive Officer, Mr. Tallent is one of two officers serving on our Board. With more than 40 years of experience, Mr. Tallent has a deep knowledge and understanding of United, its community banks and its lines of business. Mr. Tallent has demonstrated leadership abilities and has the integrity, values and good judgment that make him well suited to serve on the Board.

~~Tim R. Wallis~~	~~Director since 1999~~
~~Age 65~~	~~Nominating/Corporate Governance Committee~~
	~~Compensation Committee~~

Mr. Wallis is Owner and President of Wallis Printing in Rome, Georgia. Previously, he worked in production and sales at what was then Brazelton-Wallis Printing Company from 1974 until 1985, when he became Owner and President. In addition to serving on the Board of United, Mr. Wallis also serves as Chairman on the community bank board of United Community Bank — Rome. He has served on the board of directors of the Printing and Imaging Association of Georgia (“PIAG”) and was Chairman of the association’s Government Relations Committee. In this capacity he worked directly with PIAG legislative liaisons at both the state and national levels. Mr. Wallis currently serves on the Georgia Chamber of Commerce board of directors. He also has served on the Darlington School Board of Trustees, Georgia Southern College Foundation Board of Trustees, Rome/Floyd YMCA Board of Trustees and the United Way of Rome and Floyd County Board of Trustees. He is a graduate of Georgia Southern University.

Mr. Wallis has been a community leader and long-term owner of a small business. With United’s interest in small business and commercial banking, Mr. Wallis brings a valuable perspective and insight to the Board. His varied experience in a number of community boards, as well as his service on the United Community Bank — Rome community bank board, gives the Board a much needed focus on the needs of our mid-size banking communities and the business owners within those communities. For these reasons, as well as his experience with statewide commerce, the Board believes Mr. Wallis is well suited to serve on the Board.

~~David H. Wilkins~~	~~Director since 2016~~
~~Age 70~~	~~Risk Committee~~
	~~Nominating/Corporate Governance Committee~~

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. He is on 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 ~~Greenville Chamber~~nominees are currently directors of Commerce and is a member of both the South Carolina Bar Association and the American Bar Association. Additionally, he sits on the boards of Porter Airlines, Mattamy Homes and Resolute Forest Products. In 2010, then South Carolina's Governor-elect Nikki Haley tapped 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 OrderUnited.

Are there any family relationships between any 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 making him well suited to serve on the Board.

~~Recent Changes~~

Former director Dr. Steven Goldstein retired from the Board effective March 1, 2016 for health reasons. Mr. Daniels replaced Dr. Goldstein as chairman of the Risk Committee upon Dr. Goldstein’s retirement. Nicholas B. Paumgarten did not seek re-election to the Board in 2016, and his service on the Board ended following the 2016 Annual Meeting. We thank Dr. Goldstein and Mr. Paumgarten for their many contributions to the Board.

~~On August 10, 2016, the Company announced that the Board appointed David C. Shaver and David H. Wilkins to serve as Board members until the Company’s 2017 Annual Meeting.~~

~~Board Independence~~

The Board has considered and determined that a majority of the members of the Board are independent, as defined under applicable federal securities laws and the NASDAQ listing requirements. During 2016, the independent directors, ~~were directors Blalock, Cox, Daniels, Goldstein, Nelson, Paumgarten, Richlovsky, Shaver, Wallis and Wilkins. The independent directors meet in~~ executive ~~sessions every quarter without management.~~

~~Board Leadership~~

The Board has elected Jimmy C. Tallent, United’s Chief Executive Officer, as Chairman, and W.C. Nelson, Jr. as Lead Director. The Board believes at this time that its current structure best serves the interests of shareholders and that the appointment of one of its independent directors as Lead Director ensures that United benefits from effective oversight by its independent directors. This combination yields deep experience in United’s organization, strategy and markets, provided by Mr. Tallent, coupled with independent, shareholder-focused leadership from a substantial shareholder, provided by Mr. Nelson.

~~Family Relationships~~

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

Independent Lead Director – Because our Chairman is an employee director, the Board of Directors has selected a Lead Director from among the independent directors based on the recommendation of the Nominating/Corporate Governance Committee. Recognizing the importance of having a strong independent board leadership structure to ensure accountability, Mr. Richlovsky has been designated by the Board as our Lead Director. The Board of Directors believes having a Lead Director is a valuable addition to our Board structure and facilitates the effective performance of the Board in its role providing governance and independent oversight. The Company is led by H. Lynn Harton, who serves as Chairman of the Board, President and Chief Executive Officer. Mr. Harton joined United in 2012 as Chief Operating Officer. He was named President and was elected to the Board in 2015, was named Chief Executive Officer of the Bank in 2017 and was named Chief Executive Officer of United in 2018. Mr. Harton was named Chairman of the Board in 2019. The Board of Directors believes that Mr. Harton’s service as both Chairman of the Board and Chief Executive Officer is in the best interest of our Company and its shareholders.

Committee Structure; Annual Self-Evaluations and Board Succession Planning - The Board of Directors believes that it and its standing Board Committees provide an appropriate framework for overseeing the Company’s management and operations and strike a sound balance with appropriate oversight. The Board and each standing committee annually perform self-evaluations using a process approved by the Nominating/Corporate Governance Committee. In addition, directors are asked to provide candid feedback on individual members of the Board to the Chairperson of the Nominating/Corporate Governance, the Chairman of the Board or the Lead Director, who then meet to discuss individual director performance and succession considerations and any necessary follow-up actions. The Board of Directors is collegial, and all members of the Board are well engaged in their responsibilities. All members express their views and are open to the opinions expressed by other directors.

Regularly Scheduled Independent Director Sessions - The Company’s nonmanagement directors regularly meet in executive session and typically these meetings are held in conjunction with a Board meeting. Mr. Richlovsky, as Lead Director, presides over all executive sessions of the nonmanagement and the independent directors.

Annual Chief Executive Officer (“CEO”) Performance Evaluations - Each year, the Compensation Committee meets to evaluate the Chief Executive Officer’s performance prior to making compensation decisions relative to the CEO. All independent directors, including the Lead Director, are invited to provide input into this discussion.

Code of Ethical Conduct - In addition to a Code of Ethics applicable to all of our employees, United has adopted a Code of Ethical Conduct designed to promote ethical conduct which includes, among other members of our executive and senior management and Board, United’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Ethical Conduct complies with the federal securities law requirements as well as Nasdaq listing standards. United’s Code of Ethical Conduct is available on our website, www.ucbi.com, where we would also post any such amendments or waivers to the Code of Ethical Conduct.

~~Risk Oversight~~

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.~~Board of Directors. In such capacity, the Board receives and discusses regular reports prepared by United’s ~~senior~~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 ~~provides strong~~assists the Board of Directors in its general oversight byof the ~~independent directors by meeting frequently~~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 ~~executive sessions~~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, ~~without management. These executive sessions allow~~any and all of the ~~committee~~powers and authority of the Board in United’s management and affairs to ~~review key decisions~~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 ~~discuss matters~~relative rights of shares or increase or decrease (but not below the number then outstanding) the number of shares contained in a ~~manner~~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 ~~independent~~available on the Investor Relations > Corporate Governance section of ~~management.~~

our website (www.ucbi.com).

~~Shareholder Communication~~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.

Name of Committee and Members	Committee Functions
Audit Membership Mr. Blalock Mr. Daniels Mr. Richlovsky Mr. Shaver (Chair) 2019 Meetings: 11	•	Selects the independent auditor;
	•	Annually evaluates the independent auditor’s qualifications, performance, and independence, as well as the lead audit partner; discusses the nature, scope and rigor of the audit process; and reviews the annual report on the independent auditor’s internal quality control procedures and any material issues raised by its most recent review of internal quality controls;
	•	Preapproves audit engagement fees and terms and all permitted nonaudit services and fees, and discusses the audit scope and any audit problems or difficulties;
	•	Sets policies regarding the hiring of current and former employees of the independent auditor;
	•	Discusses the annual audited and quarterly unaudited financial statements with management and the independent auditor;
	•	Reviews with management and auditors the quality and adequacy of our internal control over financial reporting, and establishes procedures for receipt, retention and treatment of complaints regarding accounting or internal controls;
	•	Discusses the types of information to be disclosed in earnings press releases and provided to analysts and rating agencies;
	•	Discusses policies governing the process by which risk assessment and risk management are undertaken;
	•	Reviews internal audit activities, projects and budget;
	•	Oversees the effectiveness of our compliance and ethics programs;
	•	Discusses with our general counsel legal and regulatory matters having an impact on financial statements; and
	•	Furnishes the committee report required in our Proxy Statement.
Compensation Membership Mr. Daniels Mr. Drummond Ms. Mann (Chair) Mr. Shaver Mr. Wallis 2019 Meetings: 6	•	Reviews and approves corporate goals and objectives relevant to compensation of the Company’s executive officers;
	•	Determines executive officer compensation and recommends director compensation for Board approval;
	•	Oversees overall compensation philosophy and principles ;
	•	Establishes short-term and long-term incentive compensation programs for executive officers and approves all equity awards;
	•	Oversees share ownership guidelines and holding requirements for Board members and executive officers;
	•	Oversees the performance evaluation process for executive officers;
	•	Reviews and discusses disclosure regarding executive compensation, including Compensation Discussion and Analysis and compensation tables (in addition to preparing the report on executive compensation for our Proxy Statement);
	•	Reviews the results of any shareholder advisory votes regarding the Company’s executive compensation program and recommend to the Board how to respond to such votes;
	•	Selects and determines fees and scope of work of its compensation consultant; and
	•	Oversees and evaluates the independence of its compensation consultant and other advisors.

Name of Committee and Members	Committee Functions
Executive Membership Ms. Cox Mr. Daniels Mr. Drummond Mr. Harton (Chair) Mr. Richlovsky 2019 Meetings: 5	•	Subject to certain limitations, 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.
Nominating/Corporate Governance Membership Mr. Blalock Ms. Cox (Chair) Mr. Drummond Mr. Richlovsky 2019 Meetings: 5	•	Reviews and recommends, as appropriate, changes to the size, composition and operation of the Board and its committees;
	•	Develops and recommends criteria for selecting new directors;
	•	Identifies, screens and recommends to our Board individuals qualified to serve on our Board;
	•	Recommends Board committee structure and membership, including the recommendation of a Lead Director;
	•	Assists the Board with succession planning;
	•	Develops, recommends and annually assesses corporate governance policies, practices and guidelines and makes recommendations for changes to the Board;
	•	Monitors the Company’s strategies in light of corporate stewardship and environmental, social, and governance principles; and
	•	Oversees the process governing annual Board, committee and director evaluations.
Risk Membership Ms. Cox Mr. Daniels (Chair) Mr. Drummond Mr. Richlovsky Mr. Wilkins 2019 Meetings: 4	•	Assists the Board in its general oversight of the Company’s risk management processes;
	•	Responsible for an integrated effort to identify, assess and manage or mitigate material risks facing the Company;
	•	Monitors and reviews United’s enterprise risk management processes, strategies, policies and practices to identify emerging risks;
	•	Evaluates the adequacy of United’s risk management functions; and
	•	Makes recommendations to management and the Board in order to effectively manage risks.

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?

~~Director Nominations~~

~~General~~

~~The Board nominates individuals for election to the Board based~~Our governance-related information is available on the ~~recommendations~~Investor Relations > Corporate Governance section of our website (www.ucbi.com) including our Code of Ethics, the charter of each of the ~~Nominating/Corporate Governance Committee. A candidate for~~Audit Committee, the ~~Board must meet the eligibility requirements set forth in United’s Bylaws, Corporate Governance Guidelines and in any applicable Board or committee resolutions.~~

~~Nominating/Corporate Governance~~Compensation Committee, ~~Procedures~~

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. 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, diversity, 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~~the Risk Committee and ~~review an existing director’s Board and committee attendance and performance.~~

~~Shareholder Nominations~~

~~The Board and Nominating/Corporate Governance Committee of~~ the ~~Board will consider all director nominees properly recommended by~~Executive Committee. This information is available in print to any ~~United shareholders in accordance with the standards described above. Any~~ shareholder ~~wishing to recommend~~who sends 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 in accordance with the procedures available on United’s website,www.ucbi.com. The following is a summary of these procedures:~~

In order to be considered timely, a nomination for the election of a director must be received by United no less than 120 days before the anniversary of the date United’s proxy statement was mailed to shareholders in connection with the previous year’s Annual Meeting.

~~A shareholder nomination for director must set forth, as to each nominee such shareholder proposes to nominate:~~

~~The name and business or residence address of the nominee;~~

~~An Interagency Biographical and Financial Report available from the Federal Deposit Insurance Corporation completed and signed by the nominee;~~

~~The number of shares of Common Stock of United which are beneficially owned by the person;~~

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

~~The signed consent of the nominee to serve, if elected.~~

~~A shareholder nomination for director must also set forth, as to each nominee such shareholder proposes to nominate:~~

~~The name and residence address of the nominating shareholder; and~~

~~The class and number of shares of Common Stock of United which are beneficially owned by the nominating shareholder.~~

~~Notices shall be sent to the Secretary,~~request to: Investor Relations, United Community Banks, Inc., Post Office Box 398, Blairsville, Georgia 30514-0398. ~~There~~

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.

Name
Fees Earned
or Paid in
Cash⁽¹⁾
Stock
Awards⁽²⁾
All Other
Compensation⁽³⁾
Total
Robert H. Blalock
$
51,250

$
50,018

$
1,400

$
102,668

L. Cathy Cox

65,750

50,018

—

115,768

Kenneth L. Daniels

78,500

50,018

—

128,518

Lance F. Drummond

57,250

50,018

—

107,268

Jennifer K. Mann

61,000

50,018

—

111,018

Thomas A. Richlovsky

92,500

50,018

—

142,518

David C. Shaver

62,250

50,018

1,400

113,668

Tim R. Wallis

46,000

50,018

1,600

97,618

David H. Wilkins

50,000

50,018

—

100,018

(1) The annual cash retainer fees may be deferred pursuant to United’s Deferred Compensation Plan. No director, other than Mr. Blalock, elected to defer his or her 2019 annual director cash compensation.
(2) Represent the grant date fair value of time-based restricted stock units awarded on June 1, 2019 (1,509 underlying shares valued at $26.51 per share, the price of United’s Common Stock on that date) and on September 9, 2019 (372 underlying shares valued at $26.92 per share, the price of United’s Common Stock on that date), in each case computed in accordance with FASB ASC Topic 718. See Note 23 of our annual consolidated financial statements included our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020 for information regarding assumptions made in the valuation of these awards. These awards have a one-year vesting term. As of December 31, 2019, each of the persons listed in the table above had 1,881 total unvested TRSUs outstanding.
(3) Represents fees paid for service on one or more of United’s community bank boards.
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.

Effective as
of 1Q2019
Payment
Effective as
of 4Q2019
Payment
Director
$
40,000

$
40,000

Lead Director

25,000

25,000

Audit Committee Member

10,000

10,000

Audit Committee Chair

12,500

12,500

Risk Committee Member

10,000

10,000

Risk Committee Chair

12,500

12,500

Corporate Governance / Nominating Committee Member

—

5,000

Corporate Governance / Nominating Committee Chair

6,000

8,000

Talent & Compensation Committee Member

6,000

6,000

Talent & Compensation Committee Chair

10,000

10,000

The forms and amounts of director compensation outlined above were norecommended 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 ~~nominations proposed~~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:

The requirement that our Board include a majority of independent directors;

The requirements that we have a compensation committee; and

The requirement that director nominees be selected by either majority of a company’s independent directors or by a committee composed entirely of independent directors.

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 ~~2017 Annual Meeting by any shareholder.~~independent directors.

How does the Board ~~Meetings~~

of Directors determine director independence?

The Board ~~held six meetings during 2016. All~~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 ~~attended at least 75%~~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 ~~meetings~~opinion of the Board, ~~and meetings~~would interfere with the exercise of the ~~committees of the~~director’s independent judgment in carrying out his or her responsibilities as a director. In making these determinations, our Board ~~on which they served that were held during 2016. Directors are expected to be present at United’s Annual Meeting. Eight of~~reviewed and discussed information provided by the directors ~~attended United’s 2016 Annual Meeting.~~

~~Board Committees~~

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 ~~has, and appoints members to, four standing committees:~~serves or who served in 2019 on the Audit Committee, the ~~Risk~~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 ~~Compensation Committee. Each member of these committees~~Audit Committee, SEC rules.

In reaching the determination that Mr. Wilkins is independent, ~~and each committee has~~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 ~~charter approved by the Board. Committee charters are available on United’s website,www.ucbi.com~~.

~~Identified below are the members of the committees as of March 3, 2017 (M — member; C — chairman):~~

~~Name~~	~~Audit~~	~~Risk~~	~~Nominating/~~ ~~Corporate~~ ~~Governance~~	~~Compensation~~
~~Robert H. Blalock~~	M	M	M	—
~~L. Cathy Cox~~	M	M	C	C
~~Kenneth L. Daniels~~	—	C	M	M
~~H. Lynn Harton~~	—	—	—	—
~~W. C. Nelson, Jr.~~	M	M	M	M
~~Thomas A. Richlovsky~~	C	M	M	—
~~David C. Shaver~~	M	—	M	—
~~Jimmy C. Tallent~~	—	—	—	—
~~Tim R. Wallis~~	—	—	M	M
~~David H. Wilkins~~	—	M	M	—

~~Audit Committee~~

partner in NMRS. The Audit Committee ~~assists the~~and Board ~~in its general oversight and serves as an independent and objective party~~were aware of this relationship when NMRS was approved to monitor United’s financial reporting process and internal control systems, to review and assess the performance of the independent registered public accountants and internal auditing department and to facilitate open communication among the independent registered public accountants, senior and financial management, the internal auditing department and the Board. Certain specific responsibilities of the Audit Committee include recommending the selection of independent registered public accountants, meeting with the independent registered public accountants to review the scope and results of the annual audit, reviewing with management and the internal auditor the systems of internal controls and internal audit reports, ensuring that United’s books, records, and external financial reports are in accordance with U.S. generally accepted accounting principles and reviewing all reports of examination made by regulatory authorities and ascertaining that any and all operational deficiencies are satisfactorily corrected.

The Board has determined that all of the members of the Audit Committee have sufficient knowledge in financial and accounting matters to serve on the Audit Committee including the ability to read and understand fundamental financial statements. The Board has determined that all of the members of the Audit Committee are “financially sophisticated,” as defined under the NASDAQ listing requirements, and that directors Richlovsky and Shaver qualify as “audit committee financial experts” in accordance with the applicable rules and requirements of the SEC.

~~The Audit Committee met 12 times during 2016.~~

~~Risk Committee~~

~~The Risk Committee assists the Board in its general oversight of the Company’s risk management processes and is responsible~~perform legal work for ~~an integrated effort to identify, assess and manage or mitigate material risks facing~~ the Company. The ~~Risk Committee’s primary functions include monitoring~~fees paid to NMRS amount to less than one-tenth of 1% of that firm’s total revenue and ~~reviewing United’s enterprise risk management processes, strategies, policies~~did not exceed established thresholds that are incompatible with Mr. Wilkins being considered independent, as set under the rules of Nasdaq and ~~practices to identify emerging risks, evaluate the adequacy of United’s risk management functions and make recommendations to the Board in order to effectively manage risks.~~

~~The Risk Committee met four times during 2016.~~

~~Nominating/Corporate Governance Committee~~

The Nominating/Corporate Governance Committee reviews United’s Corporate Governance Guidelines and policies and monitors compliance with those guidelines and policies. In addition, the Nominating/Corporate Governance Committee is responsible for identifying individuals qualified to become Board members and recommending to the Board nominees for election and candidates for each committee appointed by the Board.

~~The Nominating/Corporate Governance Committee met two times during 2016.~~

~~Compensation Committee~~

~~The primary function~~applicable provisions of the Compensation Committee is to assist the Board in fulfilling its oversight responsibilities by designing and monitoring compensation policies and programs to assure that the compensation payable to the executive officers of the Company provides overall competitive pay levels, creates proper incentives to enhance shareholder value and rewards superior performance. Consistent with this function, and subject to Board oversight, the Compensation Committee also has responsibilities with respect to designing, approving, evaluating and administering the executive and director compensation policies and programs ofExchange Act. Mr. Wilkins performed no legal work for the Company and ~~approving and evaluating Company~~received no compensation ~~policy for non-executive employees of~~related to the ~~Company.~~engagement.

~~The Compensation Committee met six times during 2016.~~25

~~Majority Vote Requirement~~TRANSACTIONS WITH MANAGEMENT AND OTHERS

United’s majority vote policy states 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 policy allowsDoes the Board to waive this majority vote requirement where 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. A waiver of the majority vote requirement will not be permitted if the votes cast resulted from a campaign directed specifically against the election of an individual United nominee, even in circumstances where a majority of the Board disagrees with those voting against that director’s election.

~~Vote Required~~

Each proxy executed and returned by a shareholder will be voted as specified thereon by the shareholder. 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 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.

Directors are elected by a plurality of the votes cast by the holders of the shares entitled to vote in an election at a meeting at which a quorum is present even though the nominees may not receive a majority of the votes cast. However, as described in Proposal 1: Election of Directors — Majority Vote Requirement, under certain instances nominees who are elected receiving less than a majority vote may be asked to resign. An abstention or a broker non-vote will be included in determining whether a quorum is present at the meeting but will not have any other impact on the outcome of a vote.

~~Recommendation~~

~~The Board recommends you vote “FOR” each nominee for director.~~

~~CORPORATE GOVERNANCE~~

~~Code of Ethical Conduct~~

United has adopted a Code of Ethical Conduct designed to promote ethical conduct by United’s Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer), Controller (principal accounting officer), each Executive Vice President, each Senior Vice President and each director. The Code of Ethical Conduct complies with the federal securities law requirement that issuers have a code of ethics applicable to principal financial officers and with applicable NASDAQ listing requirements. United’s Code of Ethical Conduct is available on its website and was filed as Exhibit 14 to its Annual Report on Form 10-K for the year ended December 31, 2003. United has not had any amendment to or waivers of the Code of Ethical Conduct. If there is an amendment or waiver, United will post any such amendment or waiver on the Company’s website,~~www.ucbi.com~~.

~~Certain Relationships and Related Transactions~~

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.

~~Neither~~Except as set forth below, neither United’s Board nor the Audit Committee ~~of the Board~~ 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?

~~The Bank has, and expects to have in the future, banking~~There were no related person transactions in 2019 except as follows:

During 2019, United paid $486,329 to the ~~ordinary course~~law firm NMRS for various legal services. Director Wilkins is a partner in NMRS. The Audit Committee and Board were aware of ~~business~~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 ~~directors~~being considered independent, as set under the rules of Nasdaq and ~~officers~~applicable provisions of ~~United,~~the Exchange Act. Mr. Wilkins performed no work for the Company and ~~other~~received no compensation related ~~persons, on~~to the ~~same terms (including interest rate~~engagement. The Board considered this relationship in determining that Mr. Wilkins is an independent member of the Board and ~~collateral)~~Nominating/Corporate Governance Committee for 2019, as ~~those prevailing at~~contemplated by Nasdaq and applicable provisions of the ~~time for comparable transactions with unaffiliated third parties. Such transactions have not involved more than the normal risk of collectability or presented other unfavorable features.~~

Exchange Act.

EXECUTIVE COMPENSATION

This section provides details of ~~Contents~~

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 OF EXECUTIVE OFFICERS AND DIRECTORS~~

Compensation Discussion and Analysis

Overview of Compensation Program

~~In 2016,~~Our Compensation Committee has the ~~following officers were~~responsibility for determining the ~~“Named~~compensation that is paid or awarded to our Company’s Executive ~~Officers” or “NEOs”~~Officers (for purposes of this Proxy Statement, the term “executive officer” means the executive leadership of the ~~Company:~~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:

~~Name~~ Compensation Practice	~~Title~~	~~Age as of the Annual~~ ~~Meeting~~ United Policy
~~Jimmy C. Tallent~~ Pay for Performance	~~Chairman and Chief Executive Officer~~	64
~~H. Lynn Harton~~	~~President and Chief Operating Officer~~	55
~~Rex S. Schuette~~	~~Executive Vice President and Chief Financial Officer~~	67
~~Bill M. Gilbert~~	~~President~~ A significant portion of ~~Community Banking~~	64
~~Robert A. Edwards~~	~~Executive Vice President and Chief Credit Officer~~	52

~~See Proposal 1: Election of Directors — Information Regarding Nominees for Director for biographical information for Mr. Tallent and Mr. Harton. Biographical information for~~targeted direct compensation is linked to the ~~remaining NEOs can be found below:~~

~~Rex S. Schuette has served as Executive Vice President and Chief Financial Officer since February 2001. He is currently responsible for managing and directing all accounting,~~ financial and reporting activities for the Company. He is also responsible for mergers and acquisitions, investor relations, treasury, capital, budget and forecasts. Mr. Schuette has more than 35 years of experience in banking and financial services. Prior to joining United, he was the Chief Accounting Officer and Controller for State Street Corporation from 1985 to 2001, Chief Financial Officer for Bank One Columbus, Assistant Controller at two regional Midwest banks and Audit Manager with an international audit firm. On December 20, 2016, United issued a press release announcing that Mr. Schuette will retire in 2017 following the selection of Mr. Schuette’s successor and an appropriate transition period. United has commenced its process to identify a successor to Mr. Schuette.

Bill M. Gilbert has served as President of Community Banking since 2014. He is currently responsible for overseeing 30 community banks with 139 offices. Prior to 2014, Mr. Gilbert served as the Director of Banking from 2012 to 2013, Regional President from 2011 to 2013 and Head of Retail Banking from 2003 to 2011. Before joining United, he was the President of Farmers and Merchants Bank and is a past chairman of the Georgia Board of Natural Resources.

~~Robert A. Edwards has served as Executive Vice President and Chief Credit Officer since January 2015. He is currently responsible for oversight of the credit culture and delivering solid credit~~ performance for United. Mr. Edwards has more than 25 years of experience in the financial services industry. Prior to joining United, he served as an Executive Credit Officer over Credit Policy and Risk Reporting and Analytics at TD Bank. He also served as the Chief Credit Officer at The South Financial Group.

~~Executive Summary~~

~~The Executive Summary below will discuss:~~

~~Key results~~ of ~~United’s business in 2016 and its return to shareholders, and~~

~~2016 compensation decisions for United’s executive officers.~~

~~The balance of this Compensation Discussion & Analysis (the “CD&A”) will discuss:~~

~~United’s compensation philosophy;~~

~~The structure of United’s current incentive compensation plans;~~

~~Information concerning 2016 compensation decisions for United’s Named Executive Officers; and~~

~~Complete information regarding United’s current compensation practices, processes and policies.~~

~~2016 Performance Highlights.~~ 2016 was a successful year for United, both in the achievement of operational objectives that the Compensation Committee (the “Committee”) believes will drive the long-term success of United and also in the attainment of strong financial performance.

~~Operationally, United made a number of successful investments in new business lines and markets in 2016 that will position the Company well for future growth and performance:~~

~~United successfully completed the integration of Palmetto Bancshares, Inc. and its wholly-owned subsidiary, The Palmetto Bank (“Palmetto”), systems and operations during the first quarter of 2016.~~

United completed the acquisition of Mt. Pleasant, South Carolina-based Tidelands Bancshares, Inc. (“Tidelands”) on July 1, 2016. The merger of Tidelands into United enhances United’s presence in the fast-growing coastal South Carolina markets of Charleston, Hilton Head and Myrtle Beach. It also provides an important platform for an existing team of United lenders already in the Charleston area, as well as expanded banking products and services for Tidelands customers. United completed the integration of Tidelands systems and operations during November.

~~Upgraded substantially all of its telecommunications systems to a new platform and converted its mobile and online banking application to a new platform.~~

~~Even with these major strategic accomplishments, United provided solid financial~~key metrics – operating performance (note that these figures differ from values reported in accordance with generally accepted accounting principles (“GAAP”) in that they exclude certain one-time merger-related expenses and other non-operating charges. See non-GAAP reconciliation tables on page 23):

~~United reported net operating income of $106.7 million, or $1.48 per diluted share, for 2016. United achieved significant improvement in earnings throughout 2016. Operating~~ earnings per share, ~~increased from $0.33 per diluted share in the fourth quarter~~ratio of ~~2015 to $0.40 per diluted share in the fourth quarter of 2016.~~

~~Operating return on average~~nonperforming assets (“operating ROA”) improved from 0.99% in the fourth quarter of 2015 to 1.10% in the fourth quarter of 2016, and operating return on tangible common equity improved from 10.9% in the fourth quarter of 2015 to 12.5% in the fourth quarter of 2016.

~~Solid organic loan growth for 2016 of $619 million, or 10%, as well as growth in core transaction deposits of $489 million, or 9% (excluding acquisitions).~~

Our top-quartile credit quality performance remained steady during 2016. Net charge-offs to average loans improved to 0.11% for 2016 from 0.12% for 2015. Non-performing assets (excluding restructured loans) to total assets, ~~remained low~~our operating efficiency ratio and ~~improved to 0.28% as~~our customer satisfaction rating. All of ~~year-end 2016 from 0.29% as~~our annual bonus compensation and equity incentive compensation is performance based. See Overview of ~~year-end 2015.~~Compensation Program > Pay for Performance for additional information.

Robust Share Ownership Guidelines and Holding Requirements	· Our share ownership guidelines and holding requirements create further alignment with shareholders’ long-term interests. See Stock Ownership Guidelines for additional information.
No Employment Agreements	~~Core fee revenue growth~~ Although we do have a severance program and severance agreements, we have no employment agreements with any of ~~29% from 2015 to 2016, driven primarily by service charges~~our NEOs and ~~fees, mortgage fees, SBA gains~~therefore, no excise tax gross-ups.
Multi-Year Vesting Period for Long-Term Incentive Awards	Time-based restricted stock unit and ~~acquisitions.~~performance-based restricted stock unit awards generally have a 4-year vesting period.

“Double-Trigger” Provisions	16 Our severance arrangements and equity awards for our NEOs include a “double-trigger” vesting provision upon a change in control.
Clawback Policy

United’s ultimate goal is to provide a strong return for shareholders, which is delivered through quarterly dividends and share price appreciation. In the first quarter 2016, United increased its quarterly cash dividend to shareholders from $0.06 per share to $0.07 per share which was increased in the third quarter to $0.08 per share and again in the first quarter 2017 to $0.09 per share. Total shareholder return is at the 84^th ~~percentile of peers over the last three years.~~

~~Under United’s Management Incentive Plan, the Committee~~

The Board has adopted four key operational measures as performance goals that it believes will leverage United’s strengths as a company and drive long-term success. United outperformed its peers in all of these measures in 2016, as shown below. See Specific Considerations Regarding 2016 Compensation — Competitive Benchmarking for 2016 for a complete list of peers.
~~(1)~~ ~~NPAs excluding restructured loans as~~ a ~~percent of total assets~~
~~(2)~~ Exhibits do not include National Penn Bancshares. Although National Penn was a compensation peer used in making some 2016 compensation decisions, they were acquired in April 2016 and thus performance is not available for comparison.
17
~~Table of Contents~~
~~Summary of 2016 Executive Compensation Decisions~~
~~Salaries~~
·     ~~The Committee provided 6-10% salary increases~~policy relating to the ~~NEOs in 2016, except as provided below:~~
~~o     Mr. Tallent declined a salary increase at the time the other officers received increases in 2015; effective, January 1, 2016, his salary was increased to $750,000.~~
~~o     Mr. Harton’s salary was increased to $625,000 in 2016, which is above the median annual base salary~~“clawback” of incentive compensation paid to ~~similar executive officers in the Peer Group but justified in the view~~our NEOs and other members of ~~the Committee because of his role as COO and his role in the Company’s succession plan.~~
~~Annual Cash Incentives~~
·     United began implementing changes to its Management Incentive Plan in 2015. Bonus payouts for 2016 for the NEOs were determined under the new plan opportunities and performance goals. See Non-Equity Incentive Awards for information regarding such plan changes.
·     ~~Based on 2016 performance, cash incentive payouts were made at 122.8% of target for the NEOs.~~
·     ~~United implemented a “clawback” policy for executive officers effective January 1, 2016. The policy allows the Company to recoup payouts to officers~~senior management in the event of certain restatements of ~~United’s~~our financial ~~statements~~statements. Under that policy, the Board will, to the fullest extent permitted by applicable law, in all appropriate cases, require reimbursement of any bonus paid or ~~other fraudulent activity.~~incentive compensation awarded to the executive and/or cause the cancellation of unvested equity awards previously granted to the executive if: (1) the amount of the bonus or incentive compensation was calculated based on the achievement of financial results that were subsequently the subject of a material restatement; (2) the executive engaged in intentional misconduct that caused or partially caused the need for the

Compensation Practice	United Policy
	restatement; and (3) the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded.
~~Long-Term Incentives~~ No Hedging or Pledging United Securities or Holding United Securities in Margin Accounts	· ~~Mr.~~ We have a policy that prohibits our employees, officers and directors from engaging in short sales or trading in puts, calls and other options or derivatives with respect to our securities. See “Corporate Governance > Does United have a policy regarding hedging?”
No Tax Gross-Ups	We do not provide tax gross-up payments to NEOs.
No Repricing of Stock Options Without Shareholder Approval	Our Key Employee Stock Option Plan prohibits repricing stock options without shareholder approval.
Annual Compensation Risk Assessment	At least annually, our Compensation Committee assesses the risk of our compensation program.

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.

(1)

Excludes Miller and Tallent ~~Mr. Harton and Mr. Schuette received performance-based and time-based equity grants in December 2016.~~

~~o 70%~~as the compensation of ~~the awards vest based on performance, with the amount vesting in each of four vesting tranches in 2018, 2019, 2020, and 2021 determined by~~both NEOs had special circumstances relate to 2019.

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:

Performance Objective
Overall Weight
(%)
2019 Corporate Performance Levels
2019
Actual
Threshold
Target
Maximum
Operating Earnings per Share

40.0

$
2.22

$
2.30

$
2.35

$
2.38
⁽²⁾
NPAs / Total Assets⁽¹⁾

25.0

0.58
%

0.40
%

0.30
%

0.28
%
Operating Efficiency Ratio

20.0

58.00
%

56.00
%

54.00
%

54.50
%⁽²⁾
Customer Satisfaction Rating

15.0

95.50
%

96.25
%

97.00
%

97.73
%
(1) Nonperforming Assets / Total Assets metric excludes restructured loans.
(2) Both our operating ~~ROA~~earnings per share and operating ~~ROTCE in~~efficiency ratio excludes merger-related and other charges. The table below summarizes the ~~prior performance year.~~
~~o     30%~~reconciliations of ~~awards vest over four years based on time and continued employment.~~
·     Mr. Edwards and Mr. Gilbert received grants of restricted stock units in 2016 in connection with their strong job performance and contribution to United’s overall success. This included strategic initiatives relatingthese non-GAAP measures to the ~~conversion of Tidelands~~most directly comparable measures as ~~well as expansion of~~reported in accordance with GAAP. Please also see related disclosures in United’s ~~retail lending products and pricing, centralized consumer credit underwriting and lowering~~Annual Report on Form 10-K for the ~~risks associated with non-performing~~year ended December 31, 2019 for the non-GAAP to GAAP reconciliation and other ~~problem assets.~~
~~o     The awards vest in equal installments over four years based on time and continued employment.~~
relevant information.

For the year ended
December 31,
2019
Diluted income per common share reconciliation

Diluted income per common share (GAAP)
$
2.31

Merger-related and other charges

0.07

Diluted income per common share - operating
$
2.38



Efficiency ratio reconciliation

Efficiency ratio (GAAP)

55.77
%
Merger-related and other charges

(1.27
)
Efficiency ratio – operating

54.50
%
See 2019 Executive Compensation Components > Annual Nonequity Incentives for additional information regarding each NEOs annual nonequity incentive earned in 2019.
~~Introduction~~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:
Name
Target Award
as % of
Base Salary
(%)
2019 Annual
Equity Incentive
Award (PRSUs)
(#)
Fair Value of
2019 Annual
Equity Incentive
Award (PRSUs)
($)
2019 Annual
Equity Incentive
Awards (TRSU)
(#)
Fair Value of
2019 Annual
Equity Incentive
Award (TRSUs)
($)
H. Lynn Harton

100

19,947

526,800

8,520

225,013

Jefferson L. Harralson

70

7,633

201,588

3,261

86,123

Richard W. Bradshaw

60

5,985

158,064

2,556

67,504

Robert A. Edwards

60

5,985

158,064

2,556

67,504

Bradley J. Miller

40

3,039

80,260

1,298

34,280

Jimmy C. Tallent

—

—

—

—

—

~~Overview.~~ ~~This CD&A describes United’s 2016 compensation program~~The performance measure selected by the Compensation Committee for the NEOs. The following pages are intended to explain the objectives of United’s compensation program, the structure of its compensation plans and the process by which the Committee and the Board as a whole makes compensation decisionsPRSUs 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:

Our annual equity incentive awards and nonequity incentive allow the clawback of performance-based incentive compensation paid or awarded to a NEO in the case of a material financial restatement of our consolidated financial statements resulting from fraud or intentional misconduct on the part of the executive ~~officers. In particular, the CD&A focuses on decisions~~officer.

Beginning with long-term incentive awards made in 2018, we changed the ~~determination of 2016 compensation~~performance metric to one that is based upon our return on average assets for the ~~NEOs. This CD&A is intended~~applicable calendar year relative to ~~be read~~the designated peer group of companies, shown below, as adjusted by the total shareholder return (“TSR”) modifier.

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 ~~conjunction with~~support of our program. Because we view this outcome as overwhelmingly supportive of our compensation policies and practices, we do not believe the ~~tables~~vote requires consideration of changes to the program. Nonetheless, because market practices and ~~related disclosures beginning on page 28 below, which provide detailed historical compensation information for the NEOs.~~our business needs continue to evolve, we continually evaluate our program and make changes when warranted.

Compensation Philosophy and Objectives

~~Philosophy.~~ ~~United’s compensation programs are designed~~We strive to attract, retain and ~~retain key employees~~motivate persons with superior ability, to reward outstanding performance and to ~~motivate them to achieve desired short- and~~align the long-term ~~objectives~~interests of our NEOs with ~~the goal~~those of increasing shareholder value over the long-term. Because United believes the performance of every employee is important to the Company’s success, it is mindful of the impact of executive compensation and incentive programs on all of its employees and tries to establish programs that are fair in light of the compensation programs for all other employees.

our shareholders. The Compensation Committee believes that the compensation of ~~the Company’s~~our NEOs should reflect their success as an executive management team and as individuals in attaining key operating objectives. ~~Key operating objectives include:~~

~~Growth of revenue, loans and deposits;~~

~~Growth of operating earnings and earnings per share;~~

~~Operating returns on equity and assets;~~

~~Growth or maintenance of market share, long-term competitive advantage, customer satisfaction, and operating efficiencies; and~~

~~Ultimately, long-term growth in the market price of United’s stock.~~

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

In determining total compensation, we consider the reasonable range of the median of total compensation of comparable positions at companies within our market comparator group, while accounting for distinct circumstances not reflected in the market data such as unique job descriptions as well as the impact that a particular officer may have on our ability to meet business objectives. For competitive or other reasons, our levels of total compensation or any component of compensation may exceed or be below the median range of our market comparator group.

~~Table~~

We set base salaries to reflect the responsibilities, experience, performance and contributions of ~~Contents~~
the NEOs and the salaries for comparable benchmarked positions while maintaining an appropriate balance between base salary and incentive compensation.

We reward NEOs who enhance our performance by linking nonequity and equity incentives to the achievement of our financial goals.

We promote share ownership to align the interests of our NEOs with those of our shareholders.

In approving compensation arrangements, we consider recent compensation history, including special or unusual compensation payments.

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 ~~United’s~~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

~~Stock Ownership Guidelines.~~ ~~To further tie the financial interests~~Oversight

The Compensation Committee of ~~United’s senior management to those~~our Board of ~~United’s shareholders, United has established stock ownership~~Directors, consisting entirely of independent directors, determines and retention guidelines for the NEOs and other executive officers that require certain levels of Common Stock to be held within five years in their position. NEOs and other executive officers are expected to accumulate a number of shares of United’s Common Stock having a value equal to a multiple of their base salary, as described in the table below:

~~Title~~		~~Ownership~~ ~~Guidelines~~
~~Chief Executive Officer and President~~		~~4x base salary~~
~~Other Executive Officers~~		~~3x 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. United also has a policy that generally prohibits its employees, officers and directors from engaging in short sales or trading in puts, calls and other options or derivatives with respect to the securities of the Company.

~~Response to 2016 “Say-on-Pay” Vote.~~ ~~United held an advisory “say-on-pay” vote in 2016 on~~approves the compensation of ~~its~~our NEOs. ~~United’s shareholders approved such compensation with 92.1%~~The independent members of ~~votes ‘FOR”~~our Board are provided the ~~“say-on-pay” resolution. The Committee believes that~~opportunity to ratify the strong result of this vote is evidence that the Company's compensation policies and decisions are in the best interests of its shareholders and expects to apply similar principles going forward. In the future, the Committee will continue to take the results of the “say-on-pay” vote into consideration. While this vote is not binding on United, the Board and Committee value the opinions of shareholders and,Committee's determinations pertaining to the ~~extent there is any significant vote against~~level of our CEO’s compensation.

In establishing compensation, the ~~compensation of the NEOs, we will consider shareholders’ concerns, and the Committee will evaluate whether any actions are necessary to address those concerns.~~

~~2016~~ Compensation ~~Decision Process~~

~~The Role of the Compensation Committee.~~ 2016 compensation for the NEOs was determined under programs adopted by the Committee and reviewed and/or approved by the Board. The Committee establishes the executive compensation philosophy, policy, elements and strategy and reviewed compensation proposals for approval by the Board. Generally, the Committee reviews the ~~performance~~following factors to determine the amount of total compensation to pay each NEO:

Performance against corporate and ~~approves all~~individual objectives for the previous year;

Difficulty of achieving desired results in the coming year;

Scope of responsibilities;

Internal comparability considerations;

Value of their unique skills and capabilities to support our long-term performance;

Peer group compensation information;

Performance of ~~United’s NEOs~~their general management responsibilities; and ~~based upon this evaluation, establishes their compensation.~~

Contribution as a member of the executive management team.

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

Use of Outside Advisors

No Committee member has been an officer or employee of United, and the Board has considered and determined that all of the members are independent as defined under the NASDAQ listing requirements. All members are shareholders of United and several members of the Committee have a significant percentage of their net worth invested in shares of United, such that members’ interests are aligned with the interests of other shareholders.

The ~~Role of Management.~~ Members of management assist the Committee by providing recommendations that management believes will establish appropriate and market-competitive compensation plans for executive officers. For all NEOs other than himself, the Chief Executive Officer makes recommendations to the Committee. Mr. Tallent attends the Committee meetings, participates in discussions and provides information that the Committee considers, but he is not in attendance nor does he participate in deliberations or voting with respect to his own compensation.

~~The Role of the~~ Compensation ~~Consultant.~~ ~~In performing its responsibilities for executive compensation, the~~ Committee has ~~sole authority to, and does to the extent it deems necessary or desirable, retain and consult with outside professional advisors. During 2016, the Committee engaged~~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 ~~determination~~the advice of ~~2016 equity~~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.

~~Table~~An unsatisfactory performance rating can reduce the number of, ~~Contents~~

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 ~~certain executive officers and advise United on other compensation-related matters.~~NEOs.

~~The Committee has reviewed its relationship with McLagan. Considering all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under~~or completely eliminate, restricted stock units (whether time based or performance-based) awarded to the Securities Exchange Act of 1934, the Committee determined that it is not aware of any conflict of interest that has been raised by the work performed by McLagan. In addition, the Committee has assessed the independence of McLagan as required under NASDAQ listing rules.

~~Specific Considerations Regarding 2016 Compensation~~

~~Competitive Benchmarking.~~ ~~The Committee utilized a peer group (the “Peer Group”) comprised of the financial institutions listed~~NEO in the ~~table below during its discussions regarding 2016 compensation for the NEOs. The Peer Group was also used for purposes of evaluating compensation~~following year. None of the NEOs received an unsatisfactory performance rating for ~~2015~~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 ~~was constructed~~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 ~~Committee so that, following its 2015 acquisitions, United would be near~~companies comprising the ~~median of the~~“Compensation Peer Group in terms of asset size. The Peer Group has not been updated since that time, and the information from the 2015 review of peer compensation was used to make a limited number of compensation decisions in 2016.

Group” were:

Company Name	Ticker	~~Ticker~~		Company Name		Ticker
~~BancorpSouth Inc.~~ Ameris Bancorp	ABCB	~~BXS~~	LegacyTexas Finl Group Inc⁽²⁾	~~Northwest Bancshares, Inc.~~		~~NWBI~~ LTXB
~~Bank of the Ozarks Inc.~~ Atlantic Union Bankshares⁽¹⁾	AUB	~~OZRK~~		Old National Bancorp		ONB
~~BankUnited Inc.~~ BancorpSouth Bank	BXS	~~BKU~~		Pinnacle Financial Partners		PNFP
~~Capital~~ CenterState Bank ~~Finl~~ Corp	CSFL	~~CBF~~		Renasant Corp.		RNST
~~F.N.B. Corp.~~ Commerce Bancshares Inc.	CBSH	~~FNB~~	S&T Bancorp Inc.	STBA
FCB Financial Holdings Inc.⁽²⁾	FCB		Simmons First National Corp.		SFNC
First Commonwealth Financial	FCF		South State Corporation	SSB
First Financial Bancorp.	FFBC		TowneBank	TOWN
First Financial Bankshares	FFIN	~~FFIN~~	Trustmark Corp.	~~South State Corporation~~		~~SSB~~ TRMK
First Merchants Corp.	FRME		UMB Financial Corp.	UMBF
Fulton Financial Corp.	FULT	~~FULT~~	United Bankshares Inc.	~~Texas Capital Bancshares Inc.~~		~~TCBI~~ UBSI
Home BancShares Inc.	HOMB	~~HOMB~~		~~Trustmark Corp.~~		~~TRMK~~
~~IBERIABANK Corp.~~		~~IBKC~~		~~Union Bankshares Corp~~		~~UBSH~~
~~International Bancshares Corp.~~		~~IBOC~~		~~United Bankshares Inc.~~		~~UBSI~~
~~LegacyTexas Finl Group Inc.~~		~~LTXB~~		WesBanco Inc.		WSBC
~~National Penn Bancshares Inc.~~¹		~~NPBC~~

(1)

~~While National Penn Bancshares~~Union Bankshares Corporation (UBSH) changed its name to Atlantic Union Bankshares Corporation (AUB) effective May 20, 2019.

(2)

FCB Financial Holdings Inc. was acquired in ~~early 2016,~~January 2019, and LegacyTexas Financial Group was acquired in October 2019. However, compensation information from the ~~2014~~2018 performance year for both firms remained available and appropriate for comparison.

The Compensation Committee believes that this group iswas representative of the markets in which ~~United competes~~we compete for executive talent. Our compensation consultant, McLagan, ~~then performed~~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 ~~market analysis~~general understanding of the ~~Peer Group and reported market~~current compensation ~~levels~~practices for ~~positions similar~~our industry as compared to ~~those held by United’s NEOs.~~

~~Table~~United, including a review of ~~Contents~~

~~Compensation Mix.~~ ~~Compensation for each NEO is allocated among annual~~ base ~~salary, annual non-equity~~salaries, nonequity incentive awards and long-term equity incentive ~~awards. The amount of each element of compensation is determined by or under~~awards, for 2019, the ~~direction of the~~Compensation Committee ~~which uses the following factors to determine the amount of salary and other benefits~~did not seek to pay ~~each executive:~~compensation at a specified level relative to the peer group.

~~Performance against corporate and individual objectives for the previous year;~~

~~Difficulty of achieving desired results in the coming year;~~

~~Value of their unique skills and capabilities to support United’s long-term performance;~~

~~Performance of their general management responsibilities; and~~

~~Contribution as a member of the executive management team.~~

2019 Executive Compensation Components

Based on the foregoing ~~the~~process, our Compensation Committee has ~~established targeted overall compensation for each NEO and~~structured the ~~allocation of such compensation among~~Company’s annual ~~base salary, annual non-equity incentive awards~~nonequity and long-term equity incentive ~~awards.~~programs to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. The ~~following table outlines United’s~~Company’s executive compensation program has three main components--base salary, annual nonequity incentives and long-term ~~targeted~~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 ~~percentage~~result of ~~total compensation:~~

Performance-Based
Compensation Elements
Title Annual Base
Salary Annual
Non-Equity
Incentive Long-Term
Equity
Incentive
Chief Executive Officer and President 40 % 30 % 30 %
Other Named Executive Officers 45 % 25 % 30 %
the performance of the Company or the individual, depending on the type of award, compared to pre-established goals.
~~Annual~~ Base Salary
~~United strives to provide its NEOs with a level of annual cash~~To attract and retain qualified executives, base salary ~~that~~ is provided to our executive officers. The base salary is determined based on position and responsibility using competitive ~~with companies in the financial services industry.~~
~~In order to ensure that salary levels remain appropriate and competitive, the Committee reviews~~criteria. During its review of base salaries ~~annually~~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 ~~makes adjustments in consideration of past~~relative to other officers and individual performance of the executive. Salary levels are typically reviewed annually as ~~measured by both financial and non-financial factors~~part of our annual performance review process as well as ~~the potential for making significant contributions~~upon a promotion or other change in the future. The Committee also considers each NEO’s tenure and experience in his or her respective position, scope of responsibilities and internal comparability considerations. Finally, the Committee considers McLagan’s analysis of the Peer Group compensation information during 2016.job responsibilities.
~~The Committee made changes to~~During 2019, the base salaries of our NEOs ~~in 2016 based on its review and in order to ensure that base salaries are within an appropriate range of~~changed as follows.
Name
2019 Year-End
Base Salary
2018 Year-End
Base Salary
2019 Base
Salary Increase
(over 2018 year-end
Base Salary)
H. Lynn Harton
$
775,000

$
750,000

3
%
Jefferson L. Harralson

420,000

400,000

5

Richard W. Bradshaw

385,000

325,000

18

Robert A. Edwards

385,000

350,000

10

Bradley J. Miller

285,600

280,000

2

Jimmy C. Tallent

—

500,000

(100
)
For 2019, the ~~median~~Compensation Committee provided salary increases as follows.
Mr. Harton’s annual base salary ~~paid~~increase was based on increases in the cost of living, individual performance and market data.
Mr. Harralson’s annual base salary increase was based on increases in the cost of living, individual performance and market data.
Mr. Bradshaw’s annual base salary was adjusted from $325,000 to ~~executives~~$375,000 in ~~similar positions at peer banks.~~January 2019 as a result of his promotion to Chief Banking Officer. Mr. ~~Harton’s~~Bradshaw’s annual base salary was increased to ~~$625,000~~$385,000 based on increases in ~~2016 which is above~~ the ~~median~~cost of living, individual performance and market data.
Mr. Edwards’ annual base salary ~~paid~~was adjusted from $350,000 to ~~similar executive officers~~$375,000 in March 2019 as a result of his promotion to Chief Risk Officer. Mr. Edwards’ annual base salary was increased to $385,000 based on increases in the ~~Peer Group but justified~~cost of living, individual performance and market data.
Mr. Miller’s annual base salary increase was based on increases in the ~~view~~cost of ~~the Committee because of~~living and market data.
Mr. Tallent retired from his ~~role~~position as ~~COO and his role in the Company’s succession plan.~~
Name Title 2015 Salary 2016 Salary Salary Increase
Jimmy C. Tallent Chairman and CEO $ 600,000 ¹ $ 750,000 +25 %
H. Lynn Harton President and COO $ 550,000 $ 625,000 +14 %
Rex S. Schuette EVP & CFO $ 388,000 $ 410,000 +6 %
Bill M. Gilbert President of Community Banking $ 300,000 $ 325,000 +8 %
Robert A. Edwards EVP & CCO $ 295,000 $ 325,000 +10 %
Executive Chairman effective June 30, 2019.
~~(1)~~ Mr. Tallent declined a salary increase in 2015 when the other officers received increases. Effective January 1, 2016, his salary was increased to $750,000 in recognition of United’s performance under his leadership, peer group practices and the elimination of director fees for his services on community bank boards in 2016.
21
~~Table of Contents~~
~~Non-Equity Incentive Awards~~Annual Nonequity Incentives
~~Management Incentive Plan.~~The Compensation Committee believes that NEO incentive compensation ~~of NEOs~~ should be linked directly to the achievement of specified financial and ~~non-financial~~nonfinancial objectives. ~~As a result, the Committee adopted, and shareholders approved, the~~Our Management Incentive Plan ~~in 2007. This “pay-for-performance”~~is a pay-for-performance plan that governs the ~~level~~amount of ~~non-equity~~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 ~~may~~can be awarded byunder the ~~Committee~~plan and the corporate performance metrics and qualitative measures used to ~~the NEOs.~~

~~Under the Management Incentive Plan, the Committee strives to link salary~~determine awards, which are generally based on annual corporate and ~~non-equity incentives to objective standards of performance and may consider the non-financial factors discussed previously and various~~ financial performance ~~measures. The Committee also typically establishes annual corporate performance thresholds, targets~~goals established at threshold, target and maximum levels ~~under the Management Incentive Plan~~ based on ~~United’s~~our strategic ~~objectives.~~objectives and individual goals established for each executive. At the end of each year, the actual performance for each of the ~~financial~~chosen metrics is measured separately against ~~its~~ target level. Corporate performance that meets the target level ~~provides for~~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 ~~Management Incentive Plan was designed~~following graphs summarize our 2019 performance with regard to ~~qualify~~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 ~~compliance with the limitations on executive compensation deductions under Section 162(m)~~which peer comparison is unavailable. See Compensation Oversight and Process > Market Benchmarking for a list of the ~~Internal Revenue Code.~~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.

(1)

Exhibits do not include FCB Financial Holdings, Inc. or LegacyTexas Financial Group, Inc. Although both firms were compensation peers used in making some 2018 compensation decisions, both were acquired (FCB Financial in January 2019 and LegacyTexas in October 2019) and, thus, performance is not available for comparison.

(2)

NPAs excluding restructured loans as a percent of total assets.

(3)

The table below summarizes the reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP. Please also see related disclosures in United’s Annual Report on Form 10-K for the year ended December 31, 2019 for the non-GAAP to GAAP reconciliation and other relevant information.

	For the year ended December 31, 2019
Efficiency ratio reconciliation
Efficiency ratio (GAAP)		55.77	%
Merger-related and other charges		(1.27	)
Efficiency ratio – operating		54.50	%

2019 Nonequity Incentive Opportunities

In 2019, the Compensation Committee ~~attempts to maximize the deductibility of compensation~~established cash incentive award opportunities under Section 162(m) to the extent doing so is reasonable and consistent with Company strategies and goals. However, the Committee recognizes that paying certain compensation that is not tax-deductible may sometimes be in the best interest of the Company, and, to that end, United does not have a policy requiring that all compensation be deductible.

~~Management Incentive Plan Changes.~~ ~~United began implementing changes to~~ the Management Incentive Plan for its NEOs in 2015. The changes include new market-competitive incentive opportunities and new performance goals that leverage the Company’s strengths and balance profitability with the need to manage risk. In the past, performance has been assessed by the Committee using the plan performance measures as a guide. Through the incentive plan changes, the Committee has now created a direct link between United’s performance under the specific plan measures and payouts to participating officers. The changes are intended to provide more structure around the determination of incentive plan payouts.

Three officers saw changes to their incentive opportunities and performance goals in 2015, including Mr. Tallent, Mr. Harton and Mr. Schuette. Additional officers, including the remainder of the NEOs, saw similar changes to their award opportunities and performance goals for the 2016 performance year.

~~2016 Incentive Award Opportunities.~~ ~~The Committee annually establishes cash incentive award opportunities within the MIP for its executive officers~~ expressed as a percentage of base salary. Target award opportunities are designed to provide for total cash compensation that rewards executives for driving ~~the~~our success ~~of United~~ and are competitive with general market practices. ~~The threshold award opportunity for each officer is 50% of~~For 2019, the ~~target opportunity. The maximum award opportunity is 150% of~~Compensation Committee set the ~~target opportunity, in accordance with general market practice.~~

2016 Cash Incentive Award Opportunities
(% of base salary)

Name Title Threshold Target Maximum
Jimmy C. Tallent Chairman and CEO 37.5 % 75 % 112.5 %
H. Lynn Harton President and COO 37.5 % 75 % 112.5 %
Rex S. Schuette EVP & CFO 25 % 50 % 75 %
Bill M. Gilbert President of Community Banking 20 % 40 % 60 %
Robert A. Edwards EVP & CCO 20 % 40 % 60 %
22
~~Table of Contents~~
~~2016 Incentive Award Performance Goals.~~ For the Management Incentive Plan in 2016, the Committee selected four key financial/operational measures based on United’s strategic objectives that the Committee believes leverages United’s strengthspotential incentive payments, expressed as a ~~Company and drives the long-term success~~percentage of ~~United. The table below describes the measures used for NEOs. Goal weightings, performance levels (threshold, target and maximum) and actual performance in 2016 are also shown:~~year-end base salary, as follows:
Overall 2016 Corporate Performance Levels 2016
Corporate Measure Weight Threshold Target Maximum Actual
Operating Earnings Per Share 40 % $ 1.40 $ 1.43 $ 1.50 $ 1.48 ⁽²⁾
NPAs/Total Assets¹ 25 % 1.00 % 1.00 % 1.00 % .29 %
Operating Efficiency Ratio 20 % 60 % 58 % 56 % 57.8 %⁽²⁾
Customer Satisfaction Rating 15 % 91 % 93 % 96 % 97.5 %
Name
Threshold
(%)
Threshold
Incentive
Payment
($)
Target
(%)
Target
Incentive
Payment
($)
Maximum
(%)
Maximum
Incentive
Payment
($)
H. Lynn Harton

50.0

387,500

100.0

775,000

150.0

1,162,500

Jefferson L. Harralson

32.5

136,500

65.0

273,000

97.5

409,500

Richard W. Bradshaw

27.5

105,875

55.0

211,750

82.5

317,625

Robert A. Edwards

27.5

105,875

55.0

211,750

82.5

317,625

Bradley J. Miller

10.0

28,560

20.0
⁽¹⁾

57,120

30.0

85,680

Jimmy C. Tallent⁽²⁾

37.5

93,750

75.0

187,500

112.5

281,250

(1) ~~Non-Performing~~As a result of his separation from service effective February 18, 2020, Mr. Miller’s target award percentage was reduced from 40% to 20%.
(2) Mr. Tallent retired from his position as Executive Chairman effective June 30, 2019. The base salary on which Mr. Tallent’s 2019 incentive award was based was based on his pro-rata salary while employed by United in 2019.
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:
Performance Objective
Overall
Weight
2019 Corporate Performance Levels
2019
Actual
Threshold
Target
Maximum
Operating Earnings per Share

40.0

$
2.22

$
2.30

$
2.35

$
2.38
⁽²⁾
NPAs / Total Assets⁽¹⁾

25.0

0.58
%

0.40
%

0.30
%

0.28
%
Operating Efficiency Ratio

20.0

58.00
%

56.00
%

54.00
%

54.50
%⁽²⁾
Customer Satisfaction Rating

15.0

95.50
%

96.25
%

97.00
%

97.73
%
(1) Nonperforming Assets / Total Assets metric excludes restructured ~~loans and was paid out at the target level due to considering this measure as a pass or fail goal.~~loans.

(2)

Both our operating earnings per share and operating efficiency ratio excludes merger-related and other charges. The ~~following~~ table ~~provides non-GAAP~~below summarizes the reconciliations of these non-GAAP measures to the most directly comparable measures as reported ~~within this Proxy Statement:~~in accordance with GAAP. Please also see related disclosures in United’s Annual Report on Form 10-K for the year ended December 31, 2019 for the non-GAAP to GAAP reconciliation and other relevant information.

For the year ended
December 31,
2019
Diluted income per common share reconciliation

Diluted income per common share (GAAP)

2.31

Merger-related and other charges

0.07

Diluted income per common share - operating
$
2.38

Efficiency ratio reconciliation

Efficiency ratio (GAAP)

55.77
%
Merger-related and other charges

(1.27
)
Efficiency ratio – operating

54.50
%
4Q16 4Q15 2016
Diluted
Earnings
per Share Return on
Assets Return on
Tangible
Common
Equity Diluted
Earnings per
Share Return on
Assets Return on
Tangible
Common
Equity Diluted
Earnings
per Share Efficiency
Ratio Net Income
As reported $ 0.38 1.03 % 9.89 % $ 0.25 0.76 % 7.02 % $ 1.40 59.8 % $ 100,656

Merger-related and other charges 0.01 0.03 0.26 0.08 0.23 2.16 0.07 (2.0 ) 5,048

Impairment of deferred tax asset on cancelled non-qualified stock options 0.01 0.04 0.36 - - - 0.01 - 976

Effect of goodwill and other intangibles - - 1.96 - - 1.69 - - -

Operating $ 0.40 1.10 % 12.47 % $ 0.33 0.99 % 10.87 % $ 1.48 57.8 % $ 106,680
~~2016~~2019 Nonequity Incentive Individual Performance ~~Assessments and Payouts.~~Goals
In order to qualify for an annual incentive award, individual performance must also meet established expectations. ~~Individual~~The process for individual performance assessments is summarized above. Additional considerations of individual performance expectations for the Chief Executive Officer ~~are determined with consideration of matters such as~~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 ~~United~~ on the long-term interests of ~~its~~our shareholders. ~~For the other NEOs,~~Additional considerations of individual performance expectations ~~are determined with consideration of matters such as~~for all other NEOs include leadership, strategic planning and achievement of business unit operational and production goals, as well as the Chief Executive Officer’s assessment of their performance. All of the NEOs were eligible to receive payouts in 2016 because each officer also met the individual performance expectations for that year.goals.
2019 Nonequity Incentive Payouts
Based on ~~United’s 2016~~our corporate results ~~under the 2016 Management Incentive Plan,~~discussed above and each ~~NEO received incentive payouts at 122.8% of target awards. Based on these corporate and~~executive’s individual ~~results,~~performance, our NEOs earned the following ~~non-equity~~nonequity incentive compensation awards ~~were made under the Management Incentive Plan for 2016:~~in 2019:
Name Title
2016
Award

2016
Award as %
of Target

2016
Award as %
of Salary

Jimmy C. Tallent Chairman and CEO $ 690,750 122.8 % 92.1 %
H. Lynn Harton President and COO $ 575,625 122.8 % 92.1 %
Rex S. Schuette EVP & CFO $ 251,740 122.8 % 61.4 %
Bill M. Gilbert President of Community Banking $ 159,640 122.8 % 49.1 %
Robert A. Edwards EVP & CCO $ 159,640 122.8 % 49.1 %
Name
2019
Award
($)
Awards as
% of Target
(%)
Award as
$ of Base
Salary
(%)
H. Lynn Harton

1,143,125

147.5

147.5

Jefferson L. Harralson

402,675

147.5

95.9

Richard W. Bradshaw

312,331

147.5

81.1

Robert A. Edwards

312,331

147.5

81.1

Bradley J. Miller⁽¹⁾

57,120

100.0

20.0

Jimmy C. Tallent

276,563

147.5

110.6

23(1) As a result of his separation from service effective February 18, 2020, Mr. Miller’s 2019 incentive award was paid out at 100% of target.

Long-Term Equity Incentives

~~Equity Incentive Awards~~

~~Equity Plan.~~ ~~An important element of compensation in the banking industry is the provision of~~We believe that long-term ~~incentives in the form of equity awards such as stock options, restricted stock or time and performance-based restricted stock units. The Board and Committee also regard~~ equity incentive awards asprovide 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:

Are a key retention ~~tool. These considerations are paramount in~~tool that encourages the ~~Committee’s determination~~long-term service of the type of an award to grant and the number of underlying awards to be granted. Because of the direct relationship between the value of an option, restricted stock or restricted stock unit and the market price of United’s Common Stock, the Committee believes that granting these equity incentive awards are the best method of motivatingour executives;

Provides senior management ~~to manage~~a direct interest in our future success; and

Directly align the ~~Company in a manner that is consistent with the long-term~~ interests of ~~United’s shareholders.~~
~~All of United’s equity incentive awards have been granted under the Amended and Restated 2000 Key Employee Stock Option Plan, which is a broad-based,~~our executives with shareholder ~~approved plan covering NEOs and other key employees. The Equity Plan permits United~~value creation.

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

2019 Long-Term Equity Incentive Grants

~~2013 Equity Grants.~~ ~~In August 2013, a cumulative award of 465,000 restricted stock and restricted stock units were granted to United’s executive officers.~~ The awards vest over a five-year period, with 30% vesting based only on time and continued employment, and 70% vesting based on United’s achievement over that time under certain performance goals that were established by the Committee at the time the awards were originally granted. Tranches from the 2013 awards will continue to vest through August 2018.

~~2016 Equity Grants – CEO, COO and CFO.~~ ~~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 ~~top three executive officers~~successive performance periods. The Compensation Committee does reserve the right to exercise discretion in ~~2016 in consideration of a number of factors:~~

~~Our executives have consistently outperformed both our incentive plan performance goals and their peers in the market.~~

After the August 2013 awards, no subsequent grants were made to the top three executive officers in either 2014 or 2015. With the final tranche of the 2013 awards vesting in 2018, there would be a significant reduction in the retention value of equity incentive awards without further grants.

~~It is common practice in the market for banks the size of United to make equity grants to executive officers on an annual basis.~~

~~The~~determining the grant size of the grants was determined by the Committee based on its assessment of each officer’s performance and information provided by McLagan on the size of awards to executive officers with similar responsibilities at peer banks. Once determined,awards. Our 2019 awards were made in restricted stock units ~~(“RSUs”) in December 2016,~~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:

Name
Target Award
as % of
Base Salary
(%)
2019 Annual
Equity Incentive
Award (PRSUs)
(#)
Fair Value of
2019 Annual
Equity Incentive
Award (PRSUs)
($)
2019 Annual
Equity Incentive
Awards (TRSU)
(#)
Fair Value of
2019 Annual
Equity Incentive
Award (TRSUs)
($)
H. Lynn Harton

100

19,947

526,800

8,520

225,013

Jefferson L. Harralson

70

7,633

201,588

3,261

86,123

Richard W. Bradshaw

60

5,985

158,064

2,556

67,504

Robert A. Edwards

60

5,985

158,064

2,556

67,504

Bradley J. Miller

40

3,039

80,260

1,298

34,280

Jimmy C. Tallent

—

—

—

—

—

2016 LTIP Award
Name Title (# of RSUs) ($ Value)
Jimmy C. Tallent Chairman and CEO 36,219 1,000,006
H. Lynn Harton President and COO 22,637 625,007
Rex S. Schuette EVP & CFO 10,395 287,006
~~Consistent with the practice of the 2013 awards, 70% of the awards will vest based on United’s performance over the four-year vesting schedule. The performance-vested awards~~PRSUs will vest in equal installments with 25% ~~eligible to vest~~vesting on February 15 of each of the following years: ~~2018, 2019, 2020,~~2021, 2022, 2023 and ~~2021. The actual amount~~2024. Vesting of the ~~award to vest~~PRSUs on each ~~of the~~ vesting ~~dates is determined~~date will be based on ~~United’s~~our performance in the immediate calendar year ~~prior to~~before vesting (e.g., the number of awards tothat vest on February 15, ~~2018~~2021 will be determined by our performance for the ~~2017~~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:
Return on Average Assets
TSR Modifier
Return on average assets performance relative to designated peer group of companies for the performance period, as a percentage of target PRSUs
PRSUs determined based on return on average assets percentage for the performance period is adjusted +/-25% based on relative total shareholder return
25th Percentile = Threshold (0% of Target)
50th Percentile = Target (100% of Target)
75th Percentile = Maximum (150% of Target)
25th Percentile = Threshold (-25%)
50th Percentile = Target (0%)
75th Percentile = Maximum (+25%)
The return on average assets percentage shall be interpolated between payout levels for performance between performance levels.
The TSR modifier percentage shall be interpolated between payout levels for performance between performance levels.
Of the ~~granted RSUs that are performance-based and~~PRSUs eligible to vest in a given year, none will vest if threshold performance is not ~~achieved, while threshold performance will result in 50% of the RSUs vesting.~~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.~~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. Performance is determined 50% based on United’s Operating Return on Assets (“Operating ROA”) and 50% based on Operating Return on Tangible Common Equity (“Operating ROTCE”). Performance under both measures is assessed relative to internal goals.
Likewise, the modifier will be similarly interpolated for TSR performance between the defined percentiles.
24

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

Company Name	Ticker	Company Name	Ticker
Ameris Bancorp	ABCB	LegacyTexas Finl Group Inc⁽²⁾	LTXB
Atlantic Union Bankshares⁽¹⁾	AUB	Old National Bancorp	ONB
BancorpSouth Bank	BXS	Pinnacle Financial Partners	PNFP
CenterState Bank Corp	CSFL	Renasant Corp.	RNST
Commerce Bancshares Inc.	CBSH	S&T Bancorp Inc.	STBA
FCB Financial Holdings Inc.⁽²⁾	FCB	Simmons First National Corp.	SFNC
First Commonwealth Financial	FCF	South State Corporation	SSB
First Financial Bancorp.	FFBC	TowneBank	TOWN
First Financial Bankshares	FFIN	Trustmark Corp.	TRMK
First Merchants Corp.	FRME	UMB Financial Corp.	UMBF
Fulton Financial Corp.	FULT	United Bankshares Inc.	UBSI
Home BancShares Inc.	HOMB	WesBanco Inc.	WSBC

(1)

Union Bankshares Corporation (UBSH) changed its name to Atlantic Union Bankshares Corporation (AUB) effective May 20, 2019.

(2)

FCB Financial Holdings Inc. was acquired in January 2019, and LegacyTexas Financial Group was acquired in October 2019. However, compensation information from the 2018 performance year for both firms remained available and appropriate for comparison.

The Compensation Committee may make appropriate adjustments to this group of ~~Contents~~

~~The remaining 30%~~peer companies, including retroactively to the first day of the ~~awards are time-based and~~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 ~~installment with 25% vesting on February 15, 2018 and then on November 15 of each of the following years: 2018, 2019, and 2020, assuming the executives remain employed at United.~~

~~2016 Equity Grants – President of Community Banking and CCO.~~ In August 2016, awards of 5,500 shares and 7,500 shares were made to Mr. Gilbert and Mr. Edwards, respectively, in recognition of their strong job performance and contributions to United’s overall success. This included strategic initiatives relating to the conversion and execution of the acquisition of Tidelands as well as expansion of United’s retail lending products and pricing, centralized consumer credit underwriting and lowering the risks associated with non-performing and other problem assets. The awards will vest in equal installmentinstallments with 25% vesting on November 15, ~~2017~~2020 and then on August 15 of each of the following years: ~~2018, 2019,~~2021, 2022 and ~~2020,~~2023 assuming the executives remain employed ~~at United.~~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

~~The Committee believes that retirement and deferred compensation benefits~~Our employees, including our NEOs, are eligible to participate in our 401(k) Plan for which we provide ~~financial security~~matching contributions. Our matching contributions currently are 100% of employee deferrals up to ~~key~~5% of eligible compensation. In addition to our 401(k) Plan offered to all employees, ~~and their families, including the NEOs, for their service to the Company. As a result, United has~~we have adopted the following two ~~plans:~~plans under which our NEOs are eligible to participate:

~~Modified Retirement Plan.~~ ~~The~~

Our Modified Retirement Plan provides ~~specified~~annual benefits ~~to certain key employees, including~~(paid monthly) that are generally paid at normal retirement in the ~~NEOs, who contribute materially to the continued growth, development~~form of a 100% survivor annuity and future business success of United and its subsidiaries. See Executive Compensation — Pension Benefits for a description of the material terms of the Modified Retirement Plan and 2016 benefits provided to the NEOs under the Modified Retirement Plan.
~~Annual benefits under the Modified Retirement Plan~~ are calculated based on a participant’s seniority and position and generally range from 20% to ~~45%~~30% of the participant’s base salary. Normal retirement is defined under the Modified Retirement Plan as attainment of age 65 and completion of at least five years of service. During 2019, the Board increased benefits under the Modified Retirement Plan for Mr. Bradshaw and Mr. Edwards to aid in retention of these key executives in light of their ~~base salaries.~~
~~Deferred Compensation Plan.~~increased responsibilities. The Board does not intend to enhance existing benefits for other current participants nor does it intend to extend this benefit to any current employees of United ~~maintains a nonqualified Deferred Compensation Plan~~that are not already participants. See Pension Benefits for certain key employees, including the NEOs, members of the Board and members of United’s local community bank boards. See Executive Compensation — Nonqualified Deferred Compensation for a description of the material terms of the Deferred Compensation Plan and 2016additional information about benefits provided to the NEOs under the ~~Deferred Compensation Plan.~~
~~Severance Benefits~~
United’s senior management has substantially contributed to the success of United, and the Board believes that it is important to protect them in the event of a termination without “cause” (as defined by applicable agreements) or in certain circumstances following a “change in control” (as defined by applicable agreements). Further, it is Board’s belief that the interests of shareholders will be best served if the interests of senior management are aligned with the interests of United’s shareholder base and providing “change in control” benefits should reduce any reluctance of senior management to pursue potential “change in control” transactions that may be in the best interests of shareholders.
Restricted stock unit awards granted to the NEOs, senior management and key employees all have “double triggers” and accelerate in the event of a grantee’s termination without “cause” (as defined in the award agreements) or, following a “change in control” (as defined in the award agreements), if the grantee terminates for “good reason” (as defined in the award agreements) or is terminated. The Committee believes such terms are standard for a financial institution in the markets in which United operates. Generally, all or a portion of the stock options, restricted stock and restricted stock unit awards vest for United’s NEOs in the event of the officer’s death, disability, retirement or termination without “cause” or a termination by the officer for “good reason.” Otherwise, all options and restricted stock awards cease vesting upon termination of employment.
Each of United’s NEOs has also entered into Amended and Restated Change in Control Severance Agreements with the Company, the terms of which are described in Severance and Employment Agreements. The Committee has established the payment and benefit levels to be paid to the NEOs in the event of their termination following a “change in control” (i.e., a “double trigger”) under these agreements consistent with what the Committee believes is standard for financial institution executives in the markets in which United operates. The Committee believes that these potential benefits would be minor relative to the substantial transaction value for United’s shareholders.
None of the severance agreements described above provide for the payment of any taxes or a gross-up of payments to pay any taxes in the event any of the compensation or benefits were considered to be an “excess severance payment” under Section 280G of the Internal Revenue Code.
25
~~Table of Contents~~
~~Perquisites and Other Benefits~~
The perquisites provided to United’s NEOs in 2016 were the use of a Company-owned car or a car allowance and the payment of dues for club memberships that were not used exclusively for business purposes. These personal benefits are generally provided to similarly-situated financial institution executives in the Company’s market areas, and the Committee believes it is appropriate to award United’s NEOs with similar benefits.
United’s NEOs also participate in Company-wide contributions to the 401(k) Plan and receive other benefits on the same terms as other employees, which include medical, dental and life insurance. United provides matching contributions under the 401(k) Plan, and, prior to April 1, 2016, United matched 50% of these employee contributions up to 5% of eligible compensation, subject to Plan and regulatory limits. Effective April 1, 2016, the matching contribution was increased to 70% of employee contributions up to 5% of eligible compensation.
~~Recovery of Incentive Compensation~~
Effective January 1, 2016, the Board has adopted a policy relating to the “clawback” of incentive compensation paid to the NEOs and other members of senior management in the event of certain restatements of United’s financial statements. Under that policy, the Board will, to the full extent permitted by applicable law, in all appropriate cases, require reimbursement of any bonus paid or incentive compensation awarded to the executive and/or effect the cancellation of unvested equity awards previously granted to the executive if: (1) the amount of the bonus or incentive compensation was calculated based on the achievement of financial results that were subsequently the subject of a material restatement; (2) the executive engaged in intentional misconduct that caused or partially caused the need for the restatement; and (3) the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded.
~~Compensation Risk Analysis~~
The SEC requires that the Committee annually review United’s employee compensation arrangements with the members of management responsible for risk management to determine if any such arrangements create risks that are reasonably likely to have a material adverse impact on United. The Committee also considers whether United’s employee compensation arrangements encourage excessive or unnecessary risk-taking by the NEOs, senior management and key employees. As part of its review, the Committee considers the various risks to which United is subject including market, liquidity, interest rate, operational, financial, credit, reputational, compliance and strategic risks and how United’s incentive compensation programs may contribute to risk. The Committee also considers United’s controls and actions taken to mitigate and monitor those risks.
Following the completion of a detailed analysis, the Committee concluded that all incentive plans appropriately balance risk and reward and align employee interests with shareholder interests based on the following observations:
· Pay for United’s executive officers is structured to consist of both fixed (annual base salary) and variable (annual non-equity and long-term equity incentive awards) compensation. The Committee believes that the variable elements provide an appropriate percentage of overall compensation to motivate executive officers to focus on United’s performance while the fixed element serves to provide an appropriate and fair compensation level that does not encourage executive officers to take unnecessary or excessive risks in achievement of goals.
· United’s compensation program balances short-term and long-term performance and does not place inappropriate focus on achieving short-term results in a way that inhibits long-term, sustained performance.
· All incentive programs covering the NEOs, including the Management Incentive Plan and Equity Plan, are reviewed and approved by the Committee annually and typically include a threshold and target payment. The maximum payment is set at the target level of performance for the long-term equity incentive awards to ensure that payments do not exceed a certain level thereby maintaining the compensation mix for the NEOs within acceptable ranges and limiting excessive payments under any one element.
· United has internal controls over the measurement and calculation of performance metrics, which are designed to prevent manipulation of results by any employee, including the executive officers. Additionally, the Board monitors the performance metrics each quarter.
26
~~Table of Contents~~
· The Committee has the discretion to modify any Management Incentive Plan payment, subject to plan parameters, allowing it to consider the circumstances surrounding corporate and/or individual performance and adjust payments accordingly.
· The incentive programs covering the NEOs, including the Management Incentive Plan and Equity Plan, may be adjusted by the Committee if it determines that such programs incentivize unnecessary risk in a manner that is likely to have a material adverse impact on United or that is beyond what United can identify and manage.
· ~~There are appropriate internal controls and oversight of the approval and processing of payments.~~
· United’s existing governance and organizational structure incorporates a substantial risk management component with oversight by the Board’s Risk Committee as well as various committees of management.
· Equity compensation generally consists of performance-based restricted stock units and time-based restricted stock units and stock options. These grants encourage executive officers to take a long-term perspective on overall corporate performance, which ultimately influences share price appreciation. Equity compensation helps to motivate long-term performance, balancing the cash incentives in place to motivate short-term performance.
· In addition, other incentive compensation programs for lenders are generally based on loan production volumes, which have limited risks because all loans must be approved by credit underwriting personnel and, depending on the size of the loan or credit relationship, by executive management prior to being made. Management has the ability to downwardly adjust bonus payments, including clawback adjustments, based on the performance of the loan.
27
~~Table of Contents~~
~~Executive Compensation~~
~~Summary Compensation Table~~
~~The following table sets forth the compensation paid during the past three years to the NEOs.~~
Name and Principal Position Year Salary (1) Stock Awards (2) Non-Equity
Incentive Plan
Compensation
(3) Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings (4) All Other
Compensation
(5) Total
Jimmy C. Tallent 2016 $ 750,000 $ 1,000,006 (6) $ 690,750 $ 485,166 $ 58,814 $ 2,984,736
Chairman & Chief 2015 600,000 - 506,250 269,221 81,825 1,457,296
Executive Officer 2014 600,000 - 400,000 462,635 94,860 1,557,495

H. Lynn Harton 2016 575,000 625,007 (6) 575,625 208,652 68,571 2,052,855
President & Chief 2015 500,000 - 464,062 84,440 76,021 1,124,523
Operating Officer 2014 475,000 - 300,000 127,716 51,468 954,184

Rex S. Schuette 2016 395,334 287,006 (6) 251,740 272,098 43,226 1,249,404
  Executive Vice President & 2015 379,333 - 218,250 42,363 35,085 675,031
Chief Financial Officer 2014 375,000 - 150,000 258,791 26,305 810,096

Bill M. Gilbert 2016 308,334 105,325 (6) 159,640 124,888 27,810 725,997
President of Community 2015 283,333 104,335 (7) 125,000 59,085 24,079 595,832
Bank 2014 275,000 - 75,000 183,180 21,875 555,055

Robert A. Edwards 2016 305,000 143,625 (6) 159,640 31,327 20,186 659,778
Executive Vice President & 2015 274,955 968,625 (8) 125,000 22,230 11,000 1,401,810
Chief Credit Officer
⁽¹⁾ Amount shown for salary was either paid in cash, stock or deferred, as elected by the Named Executive Officer under the Deferred Compensation Plan. See Nonqualified Deferred Compensation for information regarding the Named Executive Officer’s contributions and earnings.
⁽²⁾ Amounts shown reflect the aggregate grant-date fair value of restricted stock units. The assumptions made when calculating the grant-date fair value of stock options are found in Note 22 to the Consolidated Financial Statements of United contained in its Annual Report on Form 10-K for the year ended December 31, 2016. No options to acquire shares of Common Stock were awarded in the past three years to the NEOs.
⁽³⁾ ~~Includes amounts earned under the Management Incentive Plan as a result of achieving the goals specified for the designated year and other cash retention payments.~~
⁽⁴⁾ Includes the annual change in the present value of the Named Executive Officer’s accumulated benefits under the Modified Retirement Plan. The change in present value reflects revisions to the benefits and key actuarial assumptions, principally, lowering the discount rate to 4.0% in 2016 compared with 4.25% in 2015 and 4.5% in 2014 and the use of updated mortality assumptions in 2016. The Deferred Compensation Plan does not credit above-market or preferential earnings, so no amounts are included in this column with respect to the Deferred Compensation Plan. See Pension Benefits and Nonqualified Deferred Compensation for additional information.
⁽⁵⁾ ~~Amounts shown include:~~
a. ~~Matching and profit sharing contributions to the 401(k) Plan on behalf of the NEOs;~~
b. ~~Matching contributions to the 401(k) Plan on behalf of the NEOs to the Deferred Compensation Plan (see Nonqualified Deferred Compensation for additional information);~~
c. ~~The value of personal travel or allowance for a company-owned car;~~
d. ~~Club membership dues that are not used exclusively for business purposes;~~
e. ~~Dividends paid on unvested restricted stock units;~~
f. ~~Cash paid to Mr. Schuette in the amount of $4,000.50 for options cancelled by mutual agreement of Mr. Schuette and United in 2016;~~
g. ~~Cash paid to Mr. Gilbert in the amount of $1,403.00 for options cancelled by mutual agreement of Mr. Gilbert and United in 2016;~~
h. ~~Life insurance premiums paid on behalf of the NEOs; and~~
i. Director fees paid to the NEOs for serving on community bank boards. Mr. Tallent received director fees in 2016 of $3,117 and in each of 2015 and 2014 of $37,400; director fees paid to management directors for service on community bank boards were discontinued effective February 1, 2016.
⁽⁶⁾ ~~See Compensation Discussion and Analysis – Equity Incentive Awards for information regarding equity award grants to NEOs.~~
⁽⁷⁾ ~~Granted 5,500 time-based restricted stock units for additional responsibilities assumed in 2015 with the acquisitions ofMoneyTree Corporation and its wholly-owned bank subsidiary, First National Bank,andPalmetto, which vest ratably over four years.~~
⁽⁸⁾ ~~In connection with his hiring in 2015, Mr. Edwards received 40,000restricted stock units~~ ~~to replace certain equity awards surrendered at his previous company, which vest ratably over three years. In addition, as a new NEO, Mr. Edwards was granted 7,500 time-basedrestricted stock unitswhich vest ratably over four years and 5,000 performance-basedrestricted stock units~~ ~~which vest over four years based on meeting the same performance criteria as previously disclosed for the NEOs~~.
28
~~Table of Contents~~
~~Grants of Plan-Based Awards~~
When granting equity awards, the Committee sets the option exercise price or equity award price at the market closing price on the date of grant. Both stock options and restricted stock awards vest over a number of years in order to encourage employee retention and focus management’s attention on sustaining financial performance and building shareholder value over an extended term. The following table summarizes the terms of non-equity and equity plan-based awards granted during 2016.
~~GRANT OF PLAN BASED AWARDS~~
Incentive
Plan and
Stock Estimated Future Payouts under Non-
Equity Incentive Plan Awards Estimated Future Payouts under
Equity Incentive Plan Awards All Other Stock
Awards:
Number of Grant Date Fair
Value of Stock
Name Awards
Grant Date Threshold Target Maximum Threshold
(#) Target
   (#) Maximum
(#) Shares of Stock
or Units (#) and Option
Awards
Jimmy C. Tallent 1/1/2016 $ 281,250 $ 562,500 $ 843,750
12/2/2016 12,677 25,353 38,030 10,866 $ 300,010

H. Lynn Harton 1/1/2016 234,375 468,750 703,125
12/2/2016 7,923 15,845 23,768 6,792 187,527

Rex S. Schuette 1/1/2016 102,500 205,000 307,500
12/2/2016 3,638 7,276 10,914 3,119 86,116

Bill M. Gilbert 1/1/2016 65,000 130,000 195,000
8/4/2016 - - - 5,500 105,325

Robert A. Edwards 1/1/2016 65,000 130,000 195,000
8/4/2016 - - - 7,500 143,625
~~Outstanding Equity Awards as of December 31, 2016~~
The following table sets forth, for each Named Executive Officer, the number of stock options exercisable and unexercisable and the number and value of unvested restricted stock unit awards as of December 31, 2016.
~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~
Stock Option Awards Restricted Stock Unit Awards
Equity Incentive Plan Awards
Name Number
Exercisable Number
Unexercisable Exercise
Price Expiration
Date⁽¹⁾ Number Not
Vested (2) Market Value
Not Vested (3) Number Not
Vested (2) Market  Value
Not Vested (3)
Jimmy C. Tallent - - - - 30,666 $ 908,327 71,553 $ 2,119,400

H. Lynn Harton - - - - 24,744 732,917 57,733 1,710,051

Rex S. Schuette - - - - 12,293 364,119 28,682 849,561

Bill M. Gilbert 1,411 - 31.50 6/22/2019 14,905 441,486 12,320 364,918

Robert A. Edwards - - - - 39,792 1,178,639 3,750 111,075

⁽¹⁾ ~~The expiration date of each stock option is ten years after the date of grant.~~
⁽²⁾ ~~See Compensation Discussion and Analysis – Equity Incentive Awards for information regarding equity award grants to NEOs.~~
⁽³⁾ ~~The market value is based on the closing price of United’s Common Stock at December 31, 2016 of $29.62 multiplied by the number of restricted stock units not vested.~~
29
~~Table of Contents~~
~~Stock Option Exercises and Restricted Stock Vesting~~
~~The following table sets forth the value realized upon the exercise of stock options and the vesting and settlement of restricted stock units for the NEOs during 2016.~~
~~STOCK OPTION EXERCISES AND VESTING OF RESTRICTED STOCK UNITS~~
Stock Option Awards Restricted Stock Unit Awards
Name Number
Exercised Value
Realized (1) Number
Vested Value
Realized⁽²⁾
Jimmy C. Tallent⁽³⁾ - $ - 32,019 $ 567,276
H. Lynn Harton - - 29,030 514,321
Rex S. Schuette⁽³⁾ - - 14,836 262,847
Bill M. Gilbert⁽³⁾ - - 9,915 187,037
Robert A. Edwards - - 16,405 285,775
⁽¹⁾ ~~Represents the difference between the closing price of United’s Common Stock on the date of exercise and the per share option exercise price, multiplied by the number of options exercised.~~
⁽²⁾ ~~Represents the value realized by multiplying the number of restricted stock unit awards vesting by the closing price of United’s Common Stock on the date of vesting.~~
⁽³⁾ During 2016, all outstanding options granted in 2007 and 2008 were cancelled by mutual agreement of the Company and all holders of the options were paid $0.50 per outstanding option. As a result of these cancellations, Mr. Schuette received a cash payment in the amount of $4,000.50, and Mr. Gilbert received a cash payment of $1,403.00. Although he had outstanding options granted in 2007 and 2008, Mr. Tallent declined payment for the cancellation of his shares.
~~Equity Compensation Plan Information at December 31, 2016~~
~~The following table provides information about stock options outstanding as of December 31, 2016 and stock options, restricted stock and other equity awards available to be granted in future years.~~
~~EQUITY COMPENSATION PLAN INFORMATION~~
Total
Outstanding
Options /
Restricted
Stock Awards Weighted-
Average
Exercise Price of
Outstanding
Options /
Restricted Stock
Awards⁽¹⁾ Number
Available for
Issuance Under
Equity
Compensation
Plans⁽²⁾
Equity compensation plans approved by shareholders 763,635 $ 3.27 2,178,796
Equity compensation plans not approved by shareholders - - -
Total 763,635 $ 3.27 2,178,796
⁽¹⁾ Comprised of 72,665 outstanding options at a weighted-average exercise price of $34.34 and 690,970 outstanding restricted stock units that have no weighted-average exercise price for an aggregate weighted-average exercise price of $3.27.
⁽²⁾ ~~Represents the number of stock options, restricted stock, restricted stock units and other equity awards available to be granted in future years under the existing Equity Plan.~~
30
~~Table of Contents~~
~~Pension Benefits~~
~~The following table presents select retirement benefit information for 2016 for each Named Executive Officer that was a participant in the~~ Modified Retirement Plan.
~~PENSION BENEFITS~~
Name Plan Name Number of
Years Credited
Service Present Value
of
Accumulated
Benefit Payments
During 2016
Jimmy C. Tallent Modified Retirement Plan 33 $ 2,687,182 $ -
H. Lynn Harton Modified Retirement Plan 4 491,607 -
Rex S. Schuette Modified Retirement Plan 16 2,001,160 -
Bill M. Gilbert Modified Retirement Plan 17 864,699 -
Robert A. Edwards Modified Retirement Plan 1 53,558 -
~~The Modified Retirement~~

Our nonqualified Deferred Compensation Plan ~~provides specified benefits~~(“DCP”), pursuant to which eligible employees can defer certain key employees, including the NEOs, who contribute materially to the continued growth, development and future business success of United and its subsidiaries. Generally, when a participant retires, United will pay to the participant, or participant’s spouse upon death, a fixed annual amount in equal installments either for the lifetime of the participant (or participant’s spouse) or a fixed payment for 15 years. The annual benefits are calculated basedcompensation on a participant’s seniority and position and generally range from 20% to 45% of their base salary. Normal retirement age as defined by the Modified Retirement Plan requires the participant reaching age 65 and completing at least five years of service.
pretax basis. The Modified Retirement Plan contains provisions that provide for accelerated vesting upon a “change in control” (as defined in the Modified Retirement Plan) of United. The Modified Retirement Plan also provides that these benefits will be forfeited if a participant is terminated for “cause” (as defined in the Modified Retirement Plan) or, if during a certain period after his or her termination of employment, competes with United, solicits customers or employees, discloses confidential information or knowingly or intentionally damages United’s goodwill or esteem.
~~Nonqualified Deferred Compensation~~
~~The following table presents select nonqualified deferred compensation information for 2016 for each Named Executive Officer that was a participant in the Deferred Compensation Plan.~~
~~NONQUALIFIED DEFERRED COMPENSATION~~
Name Executive
Contributions
During 2016⁽¹⁾ Company
Contributions
During 2016⁽²⁾ Account
Earnings
During 2016 Aggregate
Withdrawals /
Distributions Aggregate Balance at
December 31, 2016
Jimmy C. Tallent $ 957,829 $ 28,419 $ 1,435,258 $ - $ 4,993,833
H. Lynn Harton 325,880 10,138 650,820 - 1,736,774
Rex S. Schuette 298,778 9,710 722,279 - 2,078,428
Bill M. Gilbert 151,199 1,429 293,248 - 973,603
Robert A. Edwards - - - - -
⁽¹⁾ All executive contributions, as applicable, are included in the Summary Compensation Table under the column heading Salary and Non-Equity Incentive Plan Compensation (in the year paid) and Stock Awards (in the year of grant).
⁽²⁾ ~~All Company contributions are included in the Summary Compensation Table under the column heading All Other Compensation.~~
~~The Deferred Compensation Plan~~DCP provides for the deferral of up to 75% of annual base salary and up to 100% of annual cash bonus payments or ~~non-equity~~nonequity incentive compensation awards and

other specified benefits to certain key employees, including the NEOs, members of the Board and members of United’s local community bank boards who contribute materially to the continued growth, development and future business success of United and its subsidiaries. Further, the Deferred Compensation Planemployees. The DCP also allows for employer matching contributions for employee contributions that would have been paid under ~~United’s~~our tax-qualified 401(k) plan if such matching contributions would otherwise exceed the maximum allowable amounts under the 401(k) Plan.Prior to April 1, 2016, United matched 50% of these employee contributions up to 5% of eligible compensation, subject to Plan and regulatory limits. Effective April 1, 2016, the matching contribution was increased to 70% of employee contributions up to 5% of eligible compensation.Although the Deferred Compensation Plan allows the Board to make discretionary contributions to the account of employee participants, the Board did not make any such discretionary contribution during 2016. See Compensation Discussion and Analysis for additional information. The ~~Deferred Compensation Plan~~DCP also provides for the deferral of up to 100% of director fees for service by a ~~non-employee~~nonemployee director on ~~the~~our Board ~~of United~~ and for service by select ~~non-employee~~nonemployee directors on our community bank boards.

~~Contributions to the Deferred Compensation Plan may be invested in United’s Common Stock and a portfolio of various mutual funds.~~ 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 ~~Deferred Compensation Plan~~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 ~~Deferred Compensation Plan~~DCP are not known at this time.

~~Generally, when~~ When a participant retires or becomes disabled, ~~United~~we will pay the participant ~~their accrued~~his vested benefits ~~in a lump sum or in equal installments for five or ten years. Alternatively, a~~as elected by the participant, ~~may elect to have a portion (or all) of their accrued benefits paid out at a specified time before retirement~~generally, in a lump sum or in annual installments ~~for two, three, four, or five~~over a period of up to 10 years. ~~The~~A participant may also elect to receive scheduled in-service distributions of his/her deferral account during employment in a lump sum ~~and installment~~or in annual installments over a period of up to 5 years. All payments are taxable to the ~~participant.~~participants. See Nonqualified Deferred Compensation for additional information about benefits provided to the NEOs under the DCP.

Other Post-Employment Payments and Severance Benefits

~~Severance~~All of our NEOs are employees-at-will and ~~Employment Agreements~~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 ~~has entered into Amended~~ and ~~Restated Change in Control Severance Agreements (individually~~other executive officers have met or are on track to meet these targets within the ~~“Severance Agreement”~~five-year-period.

Tax and ~~collectively the “Severance Agreements”) with United. The Severance Agreements remain in effect until the later~~Accounting Implications

Deductibility of (i) the termination of such NEO’s employment without entitlement to the benefits under the Severance Agreements and (ii) six months after such NEO’s termination of employment if there has been no “change in control” (as defined by the Severance Agreements), unless earlier terminated by mutual written agreement of the NEO and United.Executive Compensation

The Severance Agreements provide for payment of compensation and benefits to the NEO in the event of a “change in control” (as defined by the Severance Agreements) of United if his employment is involuntarily terminated by United without “cause” (as defined by the Severance Agreements) or if he terminates his employment for “good reason” (as defined by the Severance Agreements).~~Meaning, the agreements have a “double trigger,” and United would make payments only upon a “change in control”and~~ only if we terminate the NEO without “cause” or the NEO terminates for “good reason.” The NEO is not entitled to compensation or payments pursuant to his Severance Agreement if he is terminated by United for “cause,” dies, incurs a disability or voluntarily terminates employment (other than for “good reason”).

If a “change in control” occurs during the term of the applicable Severance Agreement and the NEO’s employment is terminated within six months prior to, or 18 months following, the date of the “change in control,” and if such termination is an involuntary termination by United without “cause” (and does not arise as a result of death or disability) or a termination by the NEO for “good reason,” the NEO will be entitled to a lump sum payment equal to his base salary, non-equity incentive compensation award and certain other benefits, as determined by the applicable Severance Agreement, for a period of 24 or 36 months from the date of his termination.

The Severance Agreements provide that the NEOs will receive the full compensation and benefits provided for under the Severance Agreements and have the responsibility for any excise tax, or such payments are reduced or modified so that they will not be considered “excess severance payments” under Section ~~280G~~162(m) of the Internal Revenue Code ~~whichever~~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 ~~put~~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 ~~executives~~$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 ~~best after-tax~~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:

	Jennifer K. Mann, Chair
	Kenneth L. Daniels
	Lance F. Drummond
	David C. Shaver
	Tim R. Wallis

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.

Name and Principal Position⁽¹⁾
Year
Salary⁽⁶⁾
Bonus
Stock
Awards⁽⁷⁾
Non-Equity
Incentive Plan
Compensation⁽⁸⁾
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings⁽⁹⁾
All Other
Compensation⁽¹⁰⁾
Total
H. Lynn Harton
President & Chief Executive Officer

2019

$
752,083

$
—

$
751,814

$
1,143,125

$
969,075

$
68,993

$
3,685,090

2018

725,000

—

750,026

889,500

621,653

70,662

3,056,841

2017

653,125

—

569,741

706,913

554,405

61,218

2,545,402

Jefferson L. Harralson⁽²⁾
Executive Vice President &
Chief Financial Officer

2019

408,333

—

287,711

402,675

116,463

43,083

1,258,265

2018

400,000

—

280,014

308,360

58,371

49,652

1,096,397

2017

283,333

315,000

621,214

262,568

47,681

31,565

1,561,361

Richard W. Bradshaw⁽³⁾
Executive Vice President &
Chief Banking Officer

2019

371,666

—

225,568

312,331

346,782

45,940

1,302,287

2018

315,625

—

146,279

173,453

20,597

42,908

698,862

Robert A. Edwards
Executive Vice President &
Chief Risk Officer

2019

373,750

—

225,568

312,331

267,526

40,027

1,219,202

2018

343,750

—

192,544

186,795

25,460

28,250

776,799

2017

325,000

—

133,329

175,045

36,762

24,244

694,380

Bradley J. Miller⁽⁴⁾
Executive Vice President &
General Counsel

2019

284,200

—

114,540

57,120

69,707

30,225

555,792

Jimmy C. Tallent⁽⁵⁾
Former Executive Chairman &
Former Chief Executive Officer

2019

250,000

—

—

276,563

426,873

266,084

1,219,520

2018

637,500

—

375,028

567,056

—

67,705

1,647,289

2017

757,292

—

916,764

782,653

269,236

59,910

2,785,855

(1) Reflects current principal positions, except for Mr. Miller who resigned effective February 18, 2020.
(2) Mr. Harralson joined United in April 2017.
(3) Mr. Bradshaw joined United in 2014 but was not a NEO prior to 2018.
(4) Mr. Miller joined United in 2007 but was not a NEO prior to 2019.
(5) Mr. Tallent retired from his position as Chief Executive Officer effective June 30, 2018 at which time he transitioned into his role as Executive Chairman. Mr. Tallent retired from his position as Executive Chairman effective June 30, 2019.
(6) Includes any amounts voluntarily deferred under our Deferred Compensation Plan. See Nonqualified Deferred Compensation below.
(7) Amounts shown reflect the aggregate grant date fair value of restricted stock units computed in accordance with FASB ASC Topic 718. See Note 23 of our annual consolidated financial statements included our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020 for a discussion of valuation assumptions.
(8) Represents amount awarded under our Management Incentive Plan. See Executive Compensation > Compensation Discussion and Analysis > 2019 Executive Compensation Components > Annual Nonequity Incentives for additional information regarding amounts earned in 2019.
(9) Represents the change in the actuarial present value of the NEO’s accumulated benefits under the Modified Retirement Plan. For this purpose, in accordance with SEC rules, the present value was determined assuming no preretirement death, disability or termination prior to retirement and that benefits commence at the later of current age or the earliest age at which unreduced benefits are available. Other assumptions are those applicable for valuing pension benefits for purposes of our financial statements, including a discount rate of 3.25% and postretirement mortality rates based on aggregate 2012 base rates from the PRI-2012 mortality study, with white collar adjustment projected generationally using Scale MP-2019. See Compensation Discussion and Analysis > 2019 Executive Compensation Components > Retirement and Other Benefits and Pension Benefits and Nonqualified Deferred Compensation for additional information. The 2019 change in actuarial present value reflects benefits changes and changes in key actuarial assumptions, principally, discount rate assumptions and mortality assumptions. The following changes in benefits were reflected for 2019 - The annual target benefit for Mr. Bradshaw and Mr. Edwards was increased to $100,000 from $50,000.
Our Deferred Compensation Plan does not credit above-market or preferential earnings.
(10) The amounts in this column include the following for 2019:
Name
Auto
Allowance
Company
Auto
Transferred
at Retirment
Life
Insurance
Premiums
Club
Membership
Dues
Employer
Contributions
to the
Deferred
Compensation
Plan
Employer
Contributions
to the 401(k)
Plan
Consulting
Fees
COBRA
Premiums
Total
H. Lynn Harton
$
15,000

$
—

$
—

$
21,020

$
23,604

$
9,369

$
—

$
—

$
68,993

Jefferson L. Harralson

15,000

—

—

20,000

6,417

1,666

—

—

43,083

Richard W. Bradshaw

12,000

—

—

6,684

13,256

14,000

—

—

45,940

Robert A. Edwards

12,000

—

—

—

14,027

14,000

—

—

40,027

Bradley J. Miller

12,000

—

—

8,465

210

9,550

—

—

30,225

Jimmy C. Tallent

—

37,800

4,905

—

28,353

12,500

175,000

7,526

266,084

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.

Estimated Possible Payouts
Under Nonequity Incentive
Plan Awards
Estimated Future Payouts
under Equity Incentive
Plan Awards⁽¹⁾
All Other Stock
Awards:
Number of
Shares of Stock
or Units (#)⁽²⁾
Grant Date Fair
Value of Stock
Awards⁽³⁾
Name
Grant
Date
Threshold
Target
Maximum
Threshold
(#)
Target
(#)
Maximum
(#)
H. Lynn Harton

$
387,500

$
775,000

$
1,162,500

9/2/2019

7,480

19,947

37,401

526,800

9/2/2019

8,520

225,013

Jefferson L. Harralson

136,500

273,000

409,500

9/2/2019

2,862

7,633

14,312

201,588

9/2/2019

3,261

86,123

Richard W. Bradshaw

105,875

211,750

317,625

9/2/2019

2,244

5,985

11,222

158,064

9/2/2019

2,556

67,504

Robert A. Edwards

105,875

211,750

317,625

9/2/2019

2,244

5,985

11,222

158,064

9/2/2019

2,556

67,504

Bradley J. Miller

28,560

57,120

85,680

9/2/2019

1,140

3,039

5,698

80,260

9/2/2019

1,298

34,280

Jimmy C. Tallent

93,750

187,500

281,250

(1) Represents the awards of PRSUs that are subject to the achievement of performance conditions in equal installments with 25% vesting on February 15 of each of the following years: 2021, 2022, 2023 and 2024.
(2) Represents the awards of TRSUs that 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.
(3) This amount represents the aggregate grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. The grant date fair value of the PRSUs that were issued on September 2, 2019 was estimated at the target performance level. See Note 23 of our annual consolidated financial statements included our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020 for a discussion of valuation assumptions.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth, for each NEO, the number and value of unvested restricted stock unit awards as of December 31, 2019. No NEOs had any stock options exercisable or unexercisable as of December 31, 2019. See Compensation Discussion and Analysis > 2019 Executive Compensation Components > Long-Term Equity Incentives for additional information regarding our 2019 equity awards. Columns have been omitted from this table because they were not applicable. All awards included in the table, to the extent they have not vested, are subject to certain accelerated vesting provisions as described in Potential Payouts upon Termination or Change of Control.

Stock Awards

Equity Incentive Plan Awards
Name
Grant Date
Number of
Shares or
Units of
Stock that
have not
Vested (#)
Market
Value of
Shares or
Units of
Stock that
have not
Vested ($)⁽¹⁾
Number of
Unearned
Shares,
Units or
Other
Rights that
have not
Vested (#)⁽²⁾
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
have not
Vested ($)⁽¹⁾
H. Lynn Harton

12/2/2016

7,639
⁽⁴⁾

235,892

5,942
⁽⁵⁾

183,489

9/15/2017

9,046
⁽⁴⁾

279,340

11,513
⁽⁵⁾

355,521

9/1/2018

13,694
⁽⁶⁾

422,871

24,383
⁽⁷⁾

752,947

9/2/2019

8,520
⁽⁸⁾

263,098

37,402
⁽⁷⁾

1,154,974

Jefferson L. Harralson

4/17/2017

4,667
⁽⁸⁾

144,117

—

—

9/15/2017

4,053
⁽⁴⁾

125,157

5,159
⁽⁵⁾

159,310

9/1/2018

5,111
⁽⁶⁾

157,828

9,103
⁽⁷⁾

281,101

9/2/2019

3,261
⁽⁸⁾

100,700

14,313
⁽⁷⁾

441,985

Richard W. Bradshaw

8/4/2016

1,250
⁽⁸⁾

38,600

—

—

9/15/2017

1,393
⁽⁴⁾

43,016

1,773
⁽⁵⁾

54,750

9/1/2018

2,670
⁽⁶⁾

82,450

4,755
⁽⁷⁾

146,834

9/2/2019

2,556
⁽⁸⁾

78,929

11,222
⁽⁷⁾

346,535

Robert A. Edwards

8/4/2016

1,875
⁽⁸⁾

57,900

—

—

9/15/2017

2,117
⁽⁴⁾

65,373

2,694
⁽⁵⁾

83,191

9/1/2018

3,515
⁽⁶⁾

108,543

6,259
⁽⁷⁾

193,278

9/2/2019

2,556
⁽⁸⁾

78,929

11,222
⁽⁷⁾

346,535

Bradley J. Miller

8/4/2016

1,250
^{(8) (9)}

38,600

—

—

9/15/2017

1,393
^(4)(10)

43,016

1,773
⁽⁵⁾⁽⁹⁾

54,750

9/1/2018

2,046
^(6)(11)

63,180

3,641
⁽⁷⁾⁽⁹⁾

112,434

9/2/2019

1,298
⁽⁸⁾⁽⁹⁾

40,082

5,698
⁽⁷⁾⁽⁹⁾

175,954

Jimmy C. Tallent⁽³⁾

12/2/2016

9,507
⁽¹²⁾

293,576

9,507
⁽⁵⁾

293,576

9/20/2017

8,922
⁽¹²⁾

275,511

17,846
⁽⁵⁾

551,084

9/1/2018

4,064
⁽¹³⁾

125,496

12,193
⁽⁷⁾

376,520

(1) Computed by multiplying the number of units by the closing market price of one share of our Common Stock on December 31, 2019 as reported by the Nasdaq Capital Market.
(2) Represents PRSUs that are subject to the achievement of pre-established performance targets and the officer’s continued service through the vesting date. Any PRSUs that vest will be converted to shares of our Common Stock on a one-for-one basis. PRSUs that do not vest will be forfeited.
(3) Mr. Tallent retired at the completion of his term as Executive Chairman which expired on June 30 2019. Since that time, Mr. Tallent has continued to serve the Company in a consulting capacity. At the time of his retirement, the vesting all of Mr. Tallent’s TRSUs was accelerated. As a result, Mr. Tallent had no TRSUs outstanding at December 31, 2019.
(4) Includes the unvested portion of TRSUs with a vesting schedule of 25% per year on each of the first four anniversaries of the grant date

(with the ~~most compensation and income. The Severance Agreements are also intended~~exception of the first vesting date which may have been advanced one quarter to ~~ensure that the payment of any compensation or benefits under the Severance Agreements would~~ comply with Section 409A of the ~~Internal Revenue Code.~~

None of the Severance Agreements provide for the payment of any taxes or a gross-up of payments to pay any taxes in the event any of the compensation or benefits were considered to be an excess severance payment under Section 280G of the Internal Revenue Code. The Severance Agreements contain restrictive covenants and provide thatCode) as well as a portion of the ~~severance payment shall be allocated~~PRSUs relative to the ~~restrictive covenants.~~

~~In March 2015, all~~2019 performance period which were earned as of December 31, 2019 and vested on February 15, 2020. 50% of the ~~Severance Agreements~~PRSUs are earned based on our return on average assets performance and 50% are earned based on our return on tangible common equity performance. Relative to the 2019 performance period, PRSUs were ~~amended to add a “best after-tax” provision. As~~earned (and are included) at 1.5x the number of units granted.

(5)

Includes a portion of the PRSUs relative to future performance periods which were unearned as of December 31, 2019. 50% of the PRSUs are earned based on our return on average assets performance and 50% are earned based on our return on tangible common equity performance. The number of PRSUs reported in this column assumes achievement at the maximum level (1.5x the number of units granted) for the performance criteria.

(6)

Includes the unvested portion of TRSUs with a vesting schedule of 25% per year on each of the first four anniversaries of the grant date (with the exception of the first vesting date which may have been advanced one quarter to comply with Section 409A of the Code) as well as a portion of the PRSUs relative to the 2019 performance period which were earned as of December 31, 2019 and vested on February 15, 2020. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group of companies as adjusted by the total shareholder return modifier. Relative to the 2019 performance period, PRSUs were earned (and are included) at 1.875x the number of units granted.

(7)

Includes a portion of the PRSUs relative to future performance periods which were unearned as of December 31, 2019. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group of companies as adjusted by the total shareholder return modifier. The number of PRSUs reported in this column assumes achievement at the maximum level (1.875x the number of units granted) for the performance criteria.

(8)

Includes the unvested portion of a TRSUs with a vesting schedule of 25% per year on each of the first four anniversaries of the grant date (with the exception of the first vesting date which may have been advanced one quarter to comply with Section 409A of the Code).

(9)

All of these awards were forfeited in February 2020 as a result of Mr. Miller’s separation from service effective February 18, 2020.

(10)

887 PRSUs relative to the 2019 performance period vested on February 15, 2020. The remainder of these awards were forfeited in February 2020 as a result of Mr. Miller’s separation from service effective February 18, 2020.

(11)

1,215 PRSUs relative to the 2019 performance period vested on February 15, 2020. The remainder of these awards were forfeited in February 2020 as a result of Mr. Miller’s separation from service effective February 18, 2020.

(12)

Includes a portion of the PRSUs relative to the 2019 performance period which were earned as of December 31, 2019 and vested on February 15, 2020. 50% of the PRSUs are earned based on our return on average assets performance and 50% are earned based on our return on tangible common equity performance. Relative to the 2019 performance period, PRSUs were earned (and are included) at 1.5x the number of units granted.

(13)

Includes a portion of the PRSUs relative to the 2019 performance period which were earned as of December 31, 2019 and vested on February 15, 2020. These PRSUs are earned based on our return on average assets for the applicable performance period relative to the designated peer group of companies as adjusted by the total shareholder return modifier. Relative to the 2019 performance period, PRSUs were earned (and are included) at 1.875x the number of units granted.

Vesting of Restricted Stock Units

The following table sets forth the value realized upon the vesting and settlement of restricted stock units for the NEOs ~~will receive~~during 2019. Columns have been omitted from this table because they were not applicable.

Stock Awards
Name
Number of
Shares
Acquired
on Vesting
Value Realized
on Vesting ($)⁽¹⁾
H. Lynn Harton

16,897

488,779

Jefferson L. Harralson

8,674

242,036

Richard W. Bradshaw

4,128

110,869

Robert A. Edwards

7,208

193,931

Bradley J. Miller

2,668

72,801

Jimmy C. Tallent

35,222
⁽²⁾

1,006,678
⁽²⁾
(1) Represents the value realized by multiplying the number of restricted stock unit awards vesting by the closing price of United’s Common Stock on the date of vesting.
(2) Mr. Tallent retired at the completion of his term as Executive Chairman which expired on June 30, 2019. At the time of his retirement, the vesting all of Mr. Tallent’s TRSUs was accelerated (16,789 TRSUs with a value realized on vesting of $479,494), which are included in the table above.

Equity Compensation Plan Information

The following table provides information about stock options outstanding as of December 31, 2019 and stock options, restricted stock and other equity awards available to be granted in future years.

Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options,
Warrants and
Rights
(a)
Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights⁽¹⁾
(b)
Number of
Securities
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Refelcted in
Column (a))
(c)
Equity Compensation Plans Approved by Shareholders

809,924

$
0.05

1,316,694

Equity Compensation Plans Not Approved by Shareholders

—

$
—

—

Total

809,924

$
0.05

1,316,694

(1) Comprised of 1,500 outstanding options at a weighted-average exercise price of $27.95 and 808,424 outstanding restricted stock units that have no weighted-average exercise price for an aggregate weighted-average exercise price of $0.05.
Pension Benefits
The following table presents select retirement benefit information for 2019 for each NEO that was a participant in the ~~full~~Modified Retirement Plan.
Name
Plan Name
Number of
Years Credited
Service (#)
Present
Value of
Accumulated
Benefit ($)
Payments
During 2019
($)
H. Lynn Harton
Modified Retirment Plan

7

3,234,291

—

Jefferson L. Harralson
Modified Retirment Plan

3

222,515

—

Richard W. Bradshaw
Modified Retirment Plan

6

515,953

—

Robert A. Edwards
Modified Retirment Plan

5

386,149

—

Bradley J. Miller
Modified Retirment Plan

12

204,304

—

Jimmy C. Tallent
Modified Retirment Plan

35

4,300,102

—
⁽¹⁾
(1) Does not include $120 thousand that was accrued and would have been paid but for the 6-month waiting period required by Section 409A of the Code. These amounts were paid in January 2020.
See Compensation Discussion and Analysis > 2019 Executive Compensation Components > Retirement and Other Benefits for additional information. See Note 18 of our annual consolidated financial statements included our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020 for information regarding assumptions made in the valuation of these awards. Mr. Miller resigned effective February 18, 2020. Mr. Tallent retired from his position as Executive Chairman effective June 30, 2019. Under the Modified Retirement Plan, any participant, including any of our NEOs, is vested at age 55 if they have five years of service.
Upon a change in control prior to a participant’s termination of employment, a participant immediately vests in no less than (i) the participant’s annual target benefit if the participant has attained Normal Retirement Age (as defined by the Modified Retirement Plan) or (ii) the greater of the participant's Early Retirement Benefit, if applicable, or his Accrued Benefit (as defined by the Modified Retirement Plan, without any reduction for commencement of the payments before Normal Retirement Age), if the participant has not attained Normal Retirement Age but has qualified for an Early Retirement Benefit, if applicable or (iii) his Accrued Benefit (notwithstanding the Years of Service, as defined by the Modified Retirement Plan, at such time or whether the participant has incurred a disability). Benefits are payable as provided ~~under~~in the ~~Severance Agreements~~Modified Retirement Plan. The change-in-control benefit, however, is increased to the extent the participant continues employment and ~~have~~accrues additional benefits after the ~~responsibility~~change in control. A participant’s change-in-control benefit is not reduced for any ~~excise tax,~~calendar year or ~~such payments are reduced or modified so~~partial calendar year that ~~they will not be considered “excess severance payments” under Section 280G~~the commencement of the ~~Internal Revenue Code, whichever will put~~change-in-control benefit precedes the ~~executives~~

participant's Normal Retirement Age. The change-in-control benefit is payable in the ~~best after-tax position with~~form of a life annuity unless the ~~most~~participant has elected an alternative payment method.

Nonqualified Deferred Compensation

The following table presents select nonqualified deferred compensation information for 2019 for each NEO that was a participant in the Deferred Compensation Plan.

Name
Executive
Contributions
During 2019
($)⁽¹⁾
Company
Contributions
During 2019
($)⁽²⁾
Account
Earnings
During 2019
($)
Aggregate
Withdrawals /
Distributions
($)
Aggregate
Balance at
December 31,
2019
($)
H. Lynn Harton

12,604

23,604

647,582

(486,319
)

2,012,083

Jefferson L. Harralson

—

6,417

77

—

12,437

Richard W. Bradshaw

8,673

13,256

83,561

—

293,392

Robert A. Edwards

14,944

14,027

2,794

—

43,883

Bradley J. Miller

37,803

210

240,296

—

767,775

Jimmy C. Tallent

1,266,548

28,353

2,795,462

—

11,264,570

(1) Executive contributions, as applicable, include:
a. 401(k) Plan restoration contributions made by participants, which are not included in the Summary Compensation Table;
b. Nonequity incentive compensation, which is included in the Summary Compensation Table in the year earned but contributed to the DCP in the year paid, and
c. Equity compensation, which is included in the Summary Compensation Table in the year granted but contributed to the DCP in the year vested.
(2) All Company contributions are included in the Summary Compensation Table under the column heading All Other Compensation.
Under the Deferred Compensation Plan, upon a change in control, each participant’s account becomes fully vested but remains subject to the payment provisions and ~~income. No amendments have been made~~participant elections as to ~~any other~~time and method of payment. This would impact each participant’s Company contribution account. The regular vesting schedule is as follows: (1) less than one year of service – 0%; (2) one but less than two years of service – 33%; (3) two but less than three years of service – 66% and (4) three or more years of service – 100%. See Compensation Discussion and Analysis > 2019 Executive Compensation Components > Retirement and Other Benefits for additional information.
Potential Payouts Upon Termination or Change of Control
Our severance agreements with our NEOs and certain plans and programs in which those officers participate, in each case as in effect at the ~~NEOs.~~
32
~~Table~~end 2019, provide for benefits or payments upon certain employment termination or change-in-control events. We discuss these benefits and payments below except to the extent they are available generally to all salaried employees and do not discriminate in favor of ~~Contents~~our executive officers or to the extent already discussed previously under Pension Benefits and Nonqualified Deferred Compensation.
The following table outlines the severance compensation payable to the NEOs, assuming separation from service on December 31, ~~2016,~~2019, under various employment termination scenarios:
Name Termination by
United for Cause or
by Executive
Without Good
Reason Termination by
United Without
Cause or by
Executive for Good
Reason More than
Six Months Prior to
Change in Control⁽¹⁾ Termination by United
Without Cause or by
Executive for Good
Reason Within Six
Months Prior to or
Following a
Change in Control⁽²⁾ Termination Due to
Death⁽³⁾ Termination Due to
Disability⁽³⁾
Jimmy C. Tallent $ - $ 1,954,920 $ 4,546,937 $ 977,460 $ 977,460
H. Lynn Harton - 1,772,461 6,326,895 895,230 1,386,837 ⁽⁴⁾
Rex S. Schuette - 950,780 2,575,114 352,890 352,890
Bill M. Gilbert - 521,312 1,711,500 382,875 382,875
Robert A. Edwards - 1,067,564 2,217,139 543,053 596,611 ⁽⁴⁾
Name
Termination by
United for Cause or
by Executive
Without Good
Reason
Termination by
United Without
Cause or by
Executive for Good
Reason More than
Six Months Prior to
Change in Control⁽¹⁾
Termination by
United Without
Cause or by
Executive for Good
Reason Within
Six Months Prior to
or Eighteen Months
Following a
Change in Control⁽²⁾
Termination
Due to Death⁽³⁾
Termination
Due to Disability⁽³⁾
H. Lynn Harton
$
—

$
2,234,270

$
7,687,900

$
841,599

$
841,599

Jefferson L. Harralson⁽⁴⁾

—

869,166

2,494,955

467,302

467,302

Richard W. Bradshaw

—

445,474

1,739,488

233,071

233,071

Robert A. Edwards⁽⁴⁾

—

509,272

1,795,754

210,670

210,670

Bradley J. Miller⁽⁵⁾

312,618

1,060,154

130,144

130,144

Jimmy C. Tallent

—

2,794,456

4,321,860

1,570,933

1,570,933

(1) In the event of a termination without cause or for good ~~reason , (i) Mr.~~reason:
a. Messrs. Harton, Bradshaw, Edwards, Miller and Tallent ~~Mr. Harton, Mr. Schuette and Mr. Gilbert~~ would continue to vest in all respective unvested restricted stock units granted in ~~2013~~2016 on the same schedule as if each was employed (subject to performance conditions to the extent applicable)~~, (ii) Mr. Gilbert~~;

Each NEO would ~~forfeit~~continue to vest in all respective unvested restricted stock units granted in ~~2015, (iii) Mr. Edwards would continue to vest in his unvested restricted stock units granted in 2015~~2017 and 2018 on the same schedule as if each was employed (subject to performance conditions to the ~~extend~~extent applicable); and ~~(iv) each~~

Each NEO would forfeit his restricted stock units granted in ~~2016~~2019 because the termination would have occurred prior to the initial restriction period of one year and thirty days from the date of grant.

Payment amounts may be reduced for awards that are subject to performance conditions.

(2)

Represents all compensation that would become due as the result of a ~~“change~~change in ~~control”~~control on December 31, ~~2016,~~2019, including severance payments, bonuses, restricted stock unit awards, COBRA premiums and expenses and other miscellaneous items, such as life insurance premiums, auto allowances and club dues provided for under applicable award and ~~employment~~severance agreements. ~~Also included are amounts that would become due under the Modified Retirement Plan in the event of a “change in control.”~~ United’s ~~Severance Agreements~~severance agreements provide that the compensation and benefits provided for under the ~~Severance Agreements~~severance agreements shall be reduced or modified so that such payments will not be considered excess ~~severance~~parachute payments under Section 280G of the ~~Internal Revenue~~ Code if such reduction will allow the executive to receive a greater net after tax amount than such executive would receive absent such reduction. Otherwise, the payments are not reduced. Reductions (as applicable) were applied dollar-to-dollar, first to cash compensation, so as to not reduce any portion of equity compensation. The ~~Severance Agreements~~severance agreements contain restrictive covenants which provide that a portion of the severance payment shall be allocated to the restrictive covenant. Because the NEOs’ termination would have occurred prior to the initial restriction period of one year and thirty days from the date of grant, the NEOs would forfeit all of their restricted stock units granted in ~~2016~~2019 upon termination. Therefore, ~~2016~~2019 grants of restricted stock units are not included in the calculations.

(3)

In the event of death or ~~disability, (i) Mr.~~disability:

Messrs. Harton, Bradshaw, Edwards, Miller and Tallent ~~Mr. Harton, Mr. Schuette and Mr. Gilbert~~ would continue to vest in the unvested portion of restricted stock units granted in 2013 for the current year and the unvested portion of the grant for the subsequent year (subject to performance criteria to the extent applicable) with the remaining unvested portions forfeited, (ii) Mr. Gilbert would immediately vest in all unvested restricted stock units granted in 2015, (iii) Mr. Edwards would continue to vest in the unvested portion of restricted stock units granted in 2015 for the current year and the unvested portion of the grant for the subsequent year (subject to performance criteria to the extent applicable) with the remaining unvested portions forfeited and (iv) the NEOs would continue to vestduring 2020 in the unvested portion of restricted stock units granted in 2016, ~~for the current year and the unvested portion of the grant for the subsequent year~~ with the remaining unvested portions ~~forfeited. For all NEOs except Mr. Edwards,~~forfeited;

Each NEO would continue to vest during 2020 in the ~~first vesting date with respect to~~unvested portion of restricted stock units granted in ~~2016~~2017 and 2018 and the time-based restricted stock units granted in 2019, with the remaining unvested portions forfeited; and

The first vesting date for performance-based restricted stock units granted in 2019 occurs in ~~2018; therefore, none of~~2021, so the ~~2016 grants~~entire grant would ~~vest in the event of~~have been forfeited upon death or disability. ~~However, Mr. Edwards would vest in a portion of his 2016 grant on November 15, 2017. Payment amounts may be reduced for awards that are subject to performance conditions.~~

Payment amounts may be reduced for awards that are subject to performance conditions. Mr. Tallent also is entitled to certain severance benefits under his Transition Agreement (discussed below).

(4)

~~Because~~ Mr. ~~Harton~~Harralson and Mr. Edwards are not yet vested in their accrued benefits under the Modified Retirement ~~Plan, their respective disability retirement~~Plan; therefore, no additional benefits ~~(in the amount of their accrued benefits)~~ under the plan are included in the calculations.

(5)

Mr. Miller separated from service effective February 18, 2020.

On June 30, 2019, pursuant to a transition agreement (the “Transition Agreement”) with the Company, Mr. Tallent transitioned from the position of our Executive Chairman to a consultant, with a three-year term from that date. As a consultant, Mr. Tallent will receive $350,000 per year. He will not be eligible for annual equity awards; however, his pre-existing performance-based equity awards will continue to vest and remain outstanding as if he remained employed with United throughout the three-year consulting. During this period, at Mr. Tallent’s election, United will pay his and his spouse’s and eligible dependents’ medical COBRA premiums for 18 months in the same percentage as United pays the premiums for active employees under United’s group health plan. The Transition Agreement also provides that, during the term, United will continue to pay life insurance policy premiums on behalf of Mr. Tallent.

Under the Transition Agreement, Mr. Tallent’s change-in-control severance agreement (see Compensation Discussion and Analysis > Other Post-Employment Payments and Severance Benefits) will remain in effect through the end of the consulting term. In addition, if Mr. Tallent’s service is terminated by United during the term of the Transition Agreement without “cause,” United will pay a single lump sum to Mr. Tallent equal to all salary and bonus amounts that would be due under the Transition Agreement as if such termination had not occurred, and Tallent’s outstanding performance-based equity awards will continue to vest and remain outstanding as if he remained employed with United. In consideration for the compensation to be paid under the Transition Agreement, Mr. Tallent agreed to the non-solicitation of United’s customers and their business, and United’s employees, through the end of the consulting term and the following two years.

Other than the Transition Agreement and the severance agreements that we have with our NEOs, United has no other employment or severance ~~agreements with any of its NEOs.~~agreements. Therefore, except as described ~~above,~~herein, no severance benefit is payable and there is no continuation of benefit coverage in the event of an NEO’s voluntary or involuntary termination, retirement, disability or ~~death.~~death

~~Director Compensation~~

~~United’s objective with regard to director compensation is to provide~~Under our agreements, a ~~competitive compensation package to attract top talent to United’s Board.Members~~“change in control” generally means any one of the ~~Board receive an annual cash retainer fee for their service~~following events:

The acquisition (other than from the Company) during the twelve (12) month period ending on the ~~Board as well as incremental annual cash retainer fees relative to additional time required to fulfill committee duties and responsibilities.Cash retainer fees are paid quarterly.~~ To assist in the determination of compensation to the directors, in 2015 the Committee engaged McLagan, a performance/reward consulting and benchmarking firm for the financial services industry, to perform a reviewdate of the ~~director compensation. Utilizing~~most recent acquisition by any person of beneficial ownership of thirty percent (30%) or more of the ~~same Peer Group as for executive compensation,McLagan performed~~combined voting power of the Company’s then outstanding voting securities, excluding certain pre-existing owners of and certain entities that would be considered affiliates of the Company.

Approval by shareholders of the Company of (1) a ~~market analysis and reported market compensation levels for directors. The following table, approved by~~merger or consolidation involving the ~~Committee, summarizes~~Company if the ~~annual 2016 director cash compensation~~shareholders of the Company, immediately before such merger or consolidation do not, as a result of ~~discussions with~~such

merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the ~~consulting firm~~.

Director $ 32,500
Lead Director 25,000
Audit Committee member 6,000
Audit Committee Chair 10,000
Risk Committee member 6,000
Risk Committee Chair 10,000
Compensation Committee member 5,000
Compensation Committee Chair 6,000
Nominating / Corporate Governance Committee Chair 4,500
~~Directors~~ combined voting power of the then outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company ~~also serve on~~outstanding immediately before such merger or consolidation (and provided no person acquires beneficial ownership of the Company’s then outstanding voting securities as described in the previous paragraph above, or (2) a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company.
A change in the composition of the Board ~~of United Community Bank and receive no additional compensation related to their service on~~during any twelve (12) month period such that the ~~Bank’s Board.~~
The annual cash retainer fees may be deferred pursuant to United’s Deferred Compensation Plan. Prior to his retirement from the Board effective March 1, 2016, director Goldstein elected to defer all annual cash retainer fees relative to his service on the Board.
~~Non-management directors also receiveannual equity grants in the form of restricted stock units with a one-year vesting period~~. This retainer is compensation for services provided as directors including, but not limited to, committee membership and related responsibilities. The aggregate grant-date fair value for awards of Common Stock is based on the closing price as reported on the NASDAQ Capital Marketindividuals who, as of ~~each grant date.~~
~~In conjunction with the review by McLagan during 2015, the aggregate grant-date fair value forannual equity grants was increased from $25,000 to $32,500 effective September 1, 2015 and remained at $32,500 for 2016. Grants with an aggregategrant-date fair value of $195,087 were granted on June 21, 2016 to directors serving as of that date. Messrs. Shaver and Wilkins were awarded a pro-rata grant on September 1, 2016with an aggregategrant-date fair value of $43,305 based on their appointment to the Board in August 2016.~~
34
~~Table of Contents~~
The following table provides information regarding 2016 compensation for non-management directors that served in that capacity during 2016. The Company also reimburses directors for expenses incurred in conjunction with their Board service, including the cost of attending Board and committee meetings, although such reimbursements are not included in the table below. No management directors received compensation for their Board service during 2016.
Name Fees Earned
or Paid in
Cash Stock
Awards⁽¹⁾ Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings⁽²⁾ All Other
Compensation⁽³⁾ Total
Robert H. Blalock $ 44,500 $ 32,515 $ - $ 11,279 $ 88,294
L. Cathy Cox 59,575 32,515 - 779 92,869
Kenneth L. Daniels 50,908 32,515 - 357 83,780
Steven J. Goldstein⁽⁴⁾ 9,083 - - 72,975 82,058
W. C. Nelson, Jr. 74,075 32,515 - 779 107,369
Nicholas B. Paumgarten⁽⁵⁾ 16,250 - - - 16,250
Thomas A. Richlovsky 54,500 32,515 - 779 87,794
David C. Shaver⁽⁶⁾ 16,035 21,653 - 883 38,571
Tim R. Wallis 37,075 32,515 - 6,779 76,369
David H. Wilkins⁽⁶⁾ 16,035 21,653 - 83 37,771
⁽¹⁾ Messrs. Blalock, Daniels, Nelson, Richlovsky and Wallis and Ms. Cox were each granted $32,515 of restricted stock awards equal to 1,697 restricted stock units on June 21, 2016 which were valued at $19.16 per share, the price of United’s Common Stock on the date of grant. These awards will vest in August 2017.
Messrs. Shaver and Wilkins were each granted $21,653 of restricted stock awards equal to 1,039 restricted stock units on September 1, 2016 which were valued at $20.84 per share, the price of United’s Common Stock on the date of ~~grant in conjunction with their appointment~~the particular agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this definition that any individual who becomes a member of the Board subsequent to the date of an agreement whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest, or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board, shall not be so considered as a member of the Incumbent Board.
Notwithstanding the foregoing, a change in ~~August 2016. These awards will vest~~control shall only be deemed to have occurred if the change in ~~November 2017.~~
⁽²⁾ ~~Directors are not eligible for the Company’s Modified Retirement Plan. In addition, theDeferred Compensation Plan does not credit above-market or preferential earnings, so no amounts are included in this column with respect to the Deferred Compensation Plan.~~
⁽³⁾ ~~Represents fees paid to directors for serving on one or more of United’s community bank boards and dividends paid on unvested restricted stock units.~~
⁽⁴⁾ Dr. Goldstein retired from the Board effective March 1, 2016 related to health issues and, therefore, was paid $72,733 for the value of his unvested restricted stock units as of that date, which is included in All Other Compensation.
⁽⁵⁾ ~~Nicholas B. Paumgarten did not seek re-election to the Board in 2016, and his service ended on the Board following the 2016 Annual Meeting.~~
⁽⁶⁾ Messrs. Shaver and Wilkins were appointed to the Board in August 2016. As such, Fees Earned or Paid in Cash relative to Messrs. Shaver and Wilkins include a pro-rata quarterly payment for 3Q16 and a full quarterly payment for 4Q16 in addition to the restricted stock units granted as summarized in footnote 1 above.
control also constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code. The foregoing also is only a summary of the change-in-control provisions of our various agreements, which are filed as exhibits to our Annual Report on Form 10-K. You are encouraged to review those agreements for additional information regarding the severance arrangements applicable to our NEOs.
Compensation Committee Interlocks and Insider Participation
No member who was a member of ~~the~~our Compensation Committee ~~has served as~~during all or a portion of 2019: (1) was at any time during 2019 an officer or employee, ~~of United~~or was at any time prior to 2019 an officer, of United or ~~engaged in~~ any ~~transaction that would be required to be disclosed~~of our subsidiaries; or (2) had any relationship requiring disclosure under ~~Corporate Governance - Certain Relationships~~Transactions with Management and ~~Related Transactions.~~
~~None~~Others. Also, none of ~~United’s~~our executive officers ~~serve~~serves, or in the past fiscal year has served, as a director or compensation committee (or equivalent committee) member of ~~the Compensation Committee of~~ any ~~other~~ entity that has an executive officer serving as a ~~member of United’s Board~~United director or Compensation ~~Committee.~~Committee member.
Compensation Risk Considerations
SEC rules require the Compensation Committee ~~Report~~
to annually review our compensation policies and practices to determine if such policies and practices are reasonably likely to have a material adverse impact on us. The Committee also considers whether our employee compensation arrangements encourage excessive or unnecessary risk-taking by our NEOs, senior management and key employees. As part of its review, the Compensation Committee considers the various risks to which we are subject including market, liquidity, interest rate, operational, financial, credit, reputational, compliance and strategic risks and how our incentive compensation programs, policies and practices may contribute to risk. The Compensation Committee ~~has reviewed~~also considers our controls and ~~discussed~~actions taken to mitigate and monitor those risks.
For 2019, following the ~~Compensation Discussion and Analysis included within this Proxy Statement with management. Based on such review and discussions,~~completion of a detailed analysis, the Compensation Committee ~~recommended to the Board~~concluded that ~~it be included herein.~~
~~L. Cathy Cox, Chairman~~
~~Kenneth L. Daniels~~
~~W.C. Nelson, Jr.~~
~~Tim R. Wallis~~
35
~~Table of Contents~~
~~PRINCIPAL AND MANAGEMENT SHAREHOLDERS~~
~~The table~~our compensation policies and practices appropriately balance risk and reward and align employee interests with shareholder interests based on the following ~~page sets forth~~observations:
Pay for our executive officers is structured to consist of both fixed (annual base salary) and variable (annual nonequity and long-term equity incentive awards) compensation. The Committee believes that the variable elements provide an appropriate percentage of overall compensation to motivate executive officers to focus on our performance while the fixed element serves to provide an appropriate and fair compensation level that does not encourage executive officers to take unnecessary or excessive risks in achievement of goals.
Our compensation program balances short-term and long-term performance and does not place inappropriate focus on achieving short-term results in a way that inhibits long-term, sustained performance.

All incentive programs covering the NEOs, including the annual nonequity incentive program and the long-term equity incentive program, are reviewed and approved by the Committee annually and typically include a threshold and target payment. The maximum payment is set at the target level of performance for the long-term equity incentive awards to ensure that payments do not exceed a certain level thereby maintaining the compensation mix for the NEOs within acceptable ranges and limiting excessive payments under any one element.

We have internal controls over the measurement and calculation of performance metrics, which are designed to prevent manipulation of results by any employee, including the executive officers. Additionally, the Board monitors the performance metrics each quarter.

The Committee has the discretion to modify any annual nonequity incentive payment, subject to plan parameters, allowing it to consider the circumstances surrounding corporate and/or individual performance and adjust payments accordingly.

The incentive programs covering the NEOs, including the annual nonequity incentive program and the long-term equity incentive program, may be adjusted by the Committee if it determines that such programs incentivize unnecessary risk in a manner that is likely to have a material adverse impact on us or that is beyond what we can identify and manage.

There are appropriate internal controls and oversight of the approval and processing of payments.

Our existing governance and organizational structure incorporates a substantial risk management component with oversight by the Board’s Risk Committee as well as various committees of management.

Equity compensation generally currently consists of PRSUs and TRSUs. These grants encourage executive officers to take a long-term perspective on overall corporate performance, which ultimately influences share price appreciation. Equity compensation helps to motivate long-term performance, balancing the cash incentives in place to motivate short-term performance.

In addition, other incentive compensation programs for lenders are generally based on loan production volumes, which have limited risks because all loans must be approved by credit underwriting personnel and, depending on the size of the loan or credit relationship, by executive management before being made. Management has the ability to downwardly adjust bonus payments, including clawback adjustments, based on the performance of the loan.

Pay Ratio Disclosure

As required by Item 402(u) of Regulation S-K, we are providing the following information:

For fiscal 2019, our last completed fiscal year:

The median of the annual total compensation of all employees of our company (other than Mr. Harton), was $45,914; and

The annual total compensation of Mr. Harton, our Chief Executive Officer was $3,685,090.

Based on this information, ~~regarding beneficial ownership~~the ratio for 2019 of ~~United’s voting securities.~~ the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees is 80 to 1.

We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO:

As of December 31, 2019, our employee population consisted of approximately 2,327 individuals (2,326 excluding the CEO), including any full-time, part-time, temporary or seasonal employees employed on that date.

To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2019. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2019 but did not work for us the entire year. No full-time equivalent adjustments were made for part-time or temporary employees.

We identified an initial median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation.

After identifying the median employee, we added together all of the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $45,914.

With respect to the annual total compensation of our CEO, we used the amount reported in the Total column of our 2019 Summary Compensation Table herein.

SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth ~~such information with respect to:~~

~~Each shareholder who is known by us to beneficially own 5% or more of our voting securities;~~

~~Each director and nominee for director;~~

~~Each NEO; and~~

~~All executive officers and directors as a group.~~

~~Unless otherwise indicated,~~ the ~~information presented is~~amount of our Common Stock beneficially owned by the listed persons as of February 28, ~~2017 and is~~2020. Percentage computations are based on~~70,965,827~~upon 78,685,706 shares of ~~United’s~~ Common Stock outstanding ~~on such date. Beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power~~ as of February 28, 2017. For purposes of calculating each person’s or group’s percentage ownership, shares of Common Stock issuable through the exercise of stock options or other rights (including disbursements from the United Community Banks, Inc. Deferred Compensation Plan) or the vesting of restricted stock units within 60 days after February 28, 2017 are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.2020 unless otherwise noted.

Also included in the table for each individual or entity are any restricted stock units that vest outside of 60 days after February 28, 2017, as well as any shares of Common Stock issuable pursuant to disbursements from the United Community Banks, Inc. Deferred Compensation Plan that may occur following 60 days after February 28, 2017. The table also reflects the adjusted beneficial ownership of United’s voting securities, which includes any such shares.

Name and Address of Beneficial Holder
Number of
Shares of
Common
Stock
Beneficially
Owned⁽¹⁾
Percent of
Class⁽²⁾
Beneficial Owners Of 5% Or More Of Our Voting Securities

BlackRock, Inc.⁽³⁾
55 East 52^nd Street
New York, NY 10055

11,310,123

14.3
%
The Vanguard Group⁽⁴⁾
100 Vanguard Blvd.
Malvern, PA 19355

8,332,705

10.6
%
FMR LLC⁽⁵⁾
245 Summer Street
Boston, MA 02210

4,128,235

5.2
%

Directors and Nominees for Director

Thomas A. Richlovsky⁽⁶⁾

22,613

*
Robert H. Blalock⁽⁷⁾

40,603

*
L. Cathy Cox

17,812

*
Kenneth L. Daniels⁽⁸⁾

8,652

*
Lance F. Drummond

1,077

*
H. Lynn Harton

222,341

*
Jennifer K. Mann

1,077

*
David C. Shaver

3,824

*
Tim R. Wallis⁽⁹⁾

104,031

*
David H. Wilkins

3,704

*

Other NEOs

Jefferson L. Harralson

13,747

*
Richard W. Bradshaw

34,562

*
Robert A. Edwards

21,174

*
Bradley J. Miller

28,113

*
Jimmy C. Tallent⁽¹⁰⁾

392,672

*

All Executive Officers & Directors As A Group (16 Persons)

923,118

1.17
%
36
~~Table of Contents~~
Name and Address Shares of
Common Stock
Beneficially
Owned Percentage
Beneficially
Owned Restricted Stock
Units Vesting
After 60 Days⁽⁹⁾ Shares Issuable
Under the United
Community
Banks, Inc.
Deferred
Compensation
Plan After 60
Days⁽¹⁰⁾ Adjusted Shares of
Common Stock
Beneficially
Owned⁽¹¹⁾ Adjusted
Percentage
Beneficially
Owned⁽¹²⁾
BlackRock, Inc.⁽¹⁾ 8,292,964 11.70 % - - 8,292,964 11.70 %
55 East 52nd Street
New York, NY 10055

Jimmy C. Tallent⁽²⁾ 141,418 * 79,119 150,287 370,824 *
W.C. Nelson, Jr.⁽³⁾ 428,722 * 1,697 - 430,419 *
Robert H. Blalock⁽⁴⁾ 36,097 * 1,697 - 37,794 *
L. Cathy Cox 6,362 * 1,697 6,301 14,360 *
Kenneth L. Daniels - * 1,697 - 1,697 *
H. Lynn Harton 103,486 * 61,533 78,036 243,055 *
Thomas A. Richlovsky⁽⁵⁾ 18,251 * 1,697 - 19,948 *
David C. Shaver - * 1,039 - 1,039 *
Tim R. Wallis⁽⁶⁾ 89,669 * 1,697 - 91,366 *
David H. Wilkins - * 1,039 - 1,039 *
Robert A. Edwards 19,559 * 27,083 - 46,642 *
Bill M. Gilbert⁽⁷⁾ 14,727 * 21,065 31,496 67,288 *
Rex S. Schuette⁽⁸⁾ 51,976 * 30,272 76,226 158,474 *

All Directors and Executive Officers as a Group (15 persons)** 939,615 1.32 % 262,270 358,431 1,560,316 2.18 %
* Represents less than 1% of the deemed outstanding shares of Common Stock as of February 28, ~~2017. Institutional~~2020.
(1) Reflects total amount of Common Stock deemed beneficially owned which, in addition to outstanding Common Stock, includes all shares of Common Stock deferred in accordance with the United Community Banks, Inc. Deferred Compensation Plan as well as all Common Stock issuable through the exercise of stock options or through the vesting of restricted stock units within 60 days from February 28, 2020. For purposes of this table, a person “beneficially owns” a security if that person has or shares voting or investment power or has the right to acquire beneficial ownership ~~percentages~~within 60 days. Unless otherwise noted, to our knowledge, these persons have sole investment and voting power over the shares listed.
(2) With the exception of Blackrock, Inc., The Vanguard Group and FMR LLC, which are footnoted separately, percentage is based on ~~70,899,114~~the total adjusted amount of Common Stock deemed beneficially owned which, in addition to outstanding Common Stock, includes all shares ~~outstanding~~of Common Stock deferred in accordance with the United Community Banks, Inc. Deferred Compensation Plan as well as all Common Stock issuable through the exercise of ~~December 31, 2016.~~stock options or through the vesting of restricted stock units within 60 days from February 28, 2020.

~~Table~~The U.S. securities laws require our executive officers, directors, and greater than 10% shareholders to file reports of ~~Contents~~

~~Includes all executive officers (which includes all NEOs) and directors.~~

⁽¹⁾(3)

Based ~~in part~~solely on information contained in the Schedule 13G/A filed by BlackRock, Inc. with the SEC on ~~January 17, 2017~~February 4, 2020 indicating sole voting power relative to ~~8,292,964~~10,891,541 shares of Common Stock as of December 31, ~~2016~~2019 and sole dispositive power relative to ~~8,461,455~~11,310,123 shares of Common Stock as of December 31, ~~2016, which would have comprised 11.70% and 11.93%, respectively, of United’s 70,899,114~~2019.

(4)

Based solely on information contained in the Schedule 13G/A filed by The Vanguard Group with the SEC on February 12, 2020 indicating sole voting power relative to 83,138 shares of Common Stock, ~~outstanding~~shared voting power relative to 19,507 shares of Common stock, sole dispositive power relative to 8,239,528 shares of Common Stock and shared dispositive power relative to 93,177 shares of Common Stock as of December 31, ~~2016.~~2019.

⁽²⁾(5)

~~Includes 77~~Based solely on information contained in the Schedule 13G filed by FMR LLC with the SEC on February 7, 2020 indicating sole voting power relative to 1,387,165 shares ~~owned by Mr. Tallent’s spouse, for which he claims beneficial ownership;~~of Common Stock and 61sole dispositive power relative to 4,128,235 shares ~~owned by Mr. Tallent’s minor grandchildren, for which he is custodian.~~of Common Stock as of December 31, 2019.

⁽³⁾(6)

Includes 10,613 shares owned by Mr. Nelson’s spouse, for which he claims beneficial ownership; 9,917 shares owned by Mr. Nelson's minor grandchildren for which he is custodian; 280 shares owned by Conag Rentals, Inc., a company in which Mr. Nelson is 50% owner; and 250 shares owned by Tri-State Ford Inc. DBA King Ford, a company in which Mr. Nelson is 50% owner.

⁽⁴⁾

~~Includes 1,992 shares owned by Mr. Blalock’s spouse, for which he claims beneficial ownership; and 20,121 shares owned by Blalock Insurance Agency, Inc., a company wholly owned by Mr. Blalock.~~

⁽⁵⁾

~~Includes 10,000~~22,613 shares owned by the Thomas Andrew Richlovsky Trust dated September 24, 1998 over which Mr. Richlovsky is Trustee.

⁽⁶⁾(7)

Includes ~~81,417~~1,992 shares owned by Mr. Blalock’s spouse, for which he claims beneficial ownership and 20,121 shares owned by Blalock Insurance Agency, Inc., a company wholly owned by Mr. Blalock.

(8)

Includes 1,500 shares owned by the Kenneth L. Daniels Trust dated December 9, 2016 over which Mr. Daniels is Trustee.

(9)

Includes 91,418 shares owned by Wallis Investment Co., LLC, a company wholly owned by Mr. Wallis.

⁽⁷⁾(10)

Includes ~~177~~77 shares owned by Mr. ~~Gilbert’s~~Tallent’s spouse, for which he claims beneficial ~~ownership.~~

⁽⁸⁾

~~Includes 1,800~~ownership, and 61 shares owned by Mr. ~~Schuette’s spouse,~~Tallent’s minor grandchildren, for which he ~~claims beneficial ownership.~~is custodian.

⁽⁹⁾

~~Includes unvested performance and time-based restricted stock units that vest on or after April 30, 2017.~~

⁽¹⁰⁾

~~Represents phantom shares issuable and convertible into common stock that may be distributed from the United Community Banks, Inc. Deferred Compensation Plan on or after April 30, 2017.~~

⁽¹¹⁾

Reflects total adjusted amount of common stock deemed beneficially owned, including all shares of Common Stock issuable through the exercise of stock options or other rights (including disbursements from the United Community Banks, Inc. Deferred Compensation) or the vesting of restricted stock units, both within, and on or after, 60 days from February 28, 2017.

⁽¹²⁾

Percentage is based on the total adjusted amount of common stock deemed beneficially owned, including all shares of Common Stock issuable through the exercise of stock options or other rights (including disbursements from the United Community Banks, Inc. Deferred Compensation) or the vesting of restricted stock units, both within, and on or after, 60 days from February 28, 2017.

Delinquent Section 16 Reports

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based solely upon a review of these reports with respect to 2019, or written representations that no Form 5 reports were required, we believe that, except as follows, each of those persons filed, on a timely basis, the reports required by Section 16(a) of the ~~Securities~~ Exchange ~~Act of 1934, as amended, requires any person who is the beneficial owner, directly or indirectly, of more than 10% of United’s Common Stock and any director or officer of United~~to file with the SEC certain reports of beneficial ownership of the Common Stock. Based solely on copies of such reports furnished to United and representations that no other reports were required, United believes that all applicable Section 16(a) reports were filed by these shareholders during the fiscal year ended December 31, 2016, except that Rex Schuette, Bill Gilbert, Brad Miller and Alan Kumler eachAct:

Mr. H. Lynn Harton inadvertently filed a late ~~report~~Form 4 on February 11, 2019 with respect to shares that were withheld from a deferred compensation distribution on January 8, 2019.

Mr. Jimmy C. Tallent inadvertently failed to file a Form 4 that was due on July 2, 2019 with regard to approximately 395 shares that were withheld from three TRSU vestings on June 30, 2019, the day as of which Mr. Tallent retired from his position as Executive Chairman. The grant of the TRSUs and the vesting provisions had previously been reported on Form 4s filed on December 6, 2016, September 22, 2017 and September 5, ~~for one transaction.~~2018.

Mr. Bill M. Gilbert, previously our President of Community Banking, inadvertently filed a late Form 4 on January 4, 2019 with respect to a sale of 2,237 shares on December 12, 2018.

Mr. Alan H. Kumler, our Chief Accounting Officer, inadvertently filed a late Form 4 on September 10, 2019 with respect to an TRSU grant that he was awarded on September 2, 2019.

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with the SEC’s rules, we provide our shareholders each year with the opportunity to cast an advisory vote regarding the compensation paid to our NEOs. At our 2019 Annual Meeting of ~~Contents~~Shareholders, our shareholders overwhelmingly approved the proposal, with over 97% (excluding abstentions and nonvotes) of the votes cast voting in favor of the proposal. The Compensation Committee believes that the strong result of this vote is evidence that our compensation policies and decisions are in the best interests of our shareholders, and we expect to apply similar principles going forward. Accordingly, this year we again seek your advisory vote to approve the compensation of NEOs as we have described in the Executive Compensation section of this Proxy Statement.

As summarized in Executive Compensation > Compensation Discussion and Analysis, the Compensation Committee actively oversees our executive compensation program, adopting changes to the program and awarding compensation as appropriate to reflect United’s circumstances and to promote the main objectives of the program. Our compensation programs are designed 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. Under these programs, our NEOs are rewarded for the achievement of specific annual and long-term goals and the realization of increased shareholder value. We firmly believe that the information we have provided in this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with our shareholders’ interests to support long-term value creation.

Our Board is asking our shareholders to indicate their support for our NEO compensation as described in this Proxy Statement in accordance with SEC rules by voting for this proposal. Because your vote is advisory, it will not impact any compensation already paid or awarded to any officer nor will it be binding on or overrule any decisions of the Board or the Compensation Committee. Nevertheless, our Board and the Compensation Committee value our shareholders’ views and intend to consider the outcome of the vote, particularly, if there were to be a significant vote against the compensation of our NEOs, we will consider shareholders’ concerns, and the Committee will evaluate whether any actions are necessary to address those concerns, along with other relevant factors, when making future decisions regarding executive compensation. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs. This advisory vote is not a vote on the compensation of our Board, as described under Director Compensation, or on our compensation policies as they relate to risk management, as summarized in Executive Compensation > Compensation Risk Consideration.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” PROPOSAL 2.

AUDIT COMMITTEE REPORT

The Audit Committee ~~operates pursuant to an Audit Committee Charter that was adopted by~~of our Board of Directors has:

Reviewed and discussed with management the ~~Board in 2013 and which is annually reviewed and approved by the Board. United’s management is responsible~~Company’s annual audited financial statements for ~~its internal accounting controls and the financial reporting process. United’s~~2019;

Discussed with PwC, our independent registered public ~~accountants for 2016, PricewaterhouseCoopers LLP (“PwC”), were responsible for performing an audit of United’s consolidated financial statements in accordance with auditing standards~~accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and for expressing an opinion as to their conformity with U.S. generally accepted accounting principles. The Audit Committee’s responsibility is to monitor and oversee these processes. The Board, in its business judgment, has determined that all members of the Audit Committee are independent, as defined by the federal securities laws“(PCAOB”) and the ~~NASDAQ listing requirements.~~
In keeping with that responsibility, the Audit Committee has reviewed and discussed United’s audited consolidated financial statements with management and PwC. In addition, the Audit Committee has discussed withSEC;

Received from PwC ~~the matters required to be discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committee,” as currently in effect, has received~~ the written disclosures and the letter ~~from PwC~~ required by ~~Independence Standards Board Standard No. 1, “Independence Discussions~~applicable requirements of the PCAOB regarding PwC’s communication with Audit Committees,” and has discussed with PwC their independence. The Audit Committee is also responsible for considering whether the provision of any non-audit services provided by PwC would impair their independence. No such services were proposed or provided in 2016.
The Audit Committee also discussed with management, United’s internal auditors and PwC the quality and adequacy of United’s internal controls over financial reporting and the internal audit function’s organization, responsibilities, budget and staffing. It reviewed management’s assessment of such internal controls and PwC’s attestation thereof. The Audit Committee reviewed both with PwC and internal auditors their audit plans, audit scope and identification of audit risks.
~~Members of~~ the Audit Committee ~~rely, without independent verification,~~concerning independence; and

Discussed with PwC its independence.

Based on the information provided to them and on the representations made by management and PwC. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerationsreview and discussions referred to above, do not provide assurance that the audit of United’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board, that the financial statements are presented in accordance with U.S. generally accepted accounting principles or that United’s auditors are in fact independent.

~~Based on the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of~~ the Audit Committee ~~referred to above and in the Audit Committee Charter, the Audit Committee~~has recommended to the Board of Directors that the December 31, 2019 audited ~~consolidated~~ financial statements ~~of United~~ be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2019 for filing with the SEC.

While the Audit Committee has the responsibilities set forth in its charter (including to monitor and oversee the audit processes), the Audit Committee does not have the duty to plan or conduct audits or to determine that United’s financial statements are complete, accurate or in accordance with generally accepted accounting principles. United’s management and independent auditor have this responsibility.

This report has been furnished by the members of the Audit Committee:

David C. Shaver, Chair
Thomas A. Richlovsky
Robert H. Blalock
Kenneth L. Daniels

The above Audit 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.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF AUDITORS

The Board is ~~respectfully submitted by~~asking our shareholders to ratify the Audit Committee’s appointment of PwC as the Company’s independent registered public accounting firm for 2020. Although we are not required to obtain shareholder ratification of the selection of PwC, our Board and Audit Committee believe that the selection of an independent registered public accounting firm is an important matter and in the best interests of shareholders.

Who is responsible for the selection of the independent auditor?

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor that is retained to audit our financial statements.

Was the Audit Committee involved in the lead audit partner selection process?

Yes. Prior to the selection of the ~~Board.~~

	~~Thomas A. Richlovsky,~~current lead audit partner, the Chairman
	~~Robert H. Blalock~~
	~~L. Cathy Cox~~
	~~W.C. Nelson, Jr.~~
	~~David C. Shaver~~

~~PROPOSAL 2~~

~~APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION~~

~~OF OUR NAMED EXECUTIVE OFFICERS~~

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, United is asking its shareholders to approve, on an advisory basis, the compensation of its Named Executive Officers as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives United’s shareholders the opportunity to express their views on the compensation of United’s Named Executive Officers.

~~The purpose~~ of the ~~Company’s compensation policies~~Audit Committee interviewed the lead audit partner candidates, and ~~procedures is to attract~~the Audit Committee discussed with management such candidates’ qualifications and ~~retain experienced~~experience.

Does the Audit Committee evaluate the independent auditor and ~~highly-qualified executives critical to our long-term success~~the lead audit partner?

Yes. The Audit Committee annually evaluates the lead audit partner, as well as the independent auditor’s qualifications, performance, and ~~enhancement~~independence. The evaluation, which includes the input of ~~shareholder value, while at~~management, entails consideration of a broad range of factors, including the ~~same time avoiding~~quality of services and sufficiency of resources that have been provided; the ~~encouragement of unnecessary or excessive risk-taking. The Board believes our compensation policies~~skills, knowledge, and ~~procedures achieve this objective. We encourage you to closely reviewCompensation of Executive Officers and Directors~~ ~~- Compensation Discussion and Analysis andCompensation of Executive Officers and Directors~~ ~~- Executive Compensation included in this Proxy Statement for more information on our Named Executive Officers’ compensation.~~

~~Our Board recommends that our shareholders vote in favor~~experience of the ~~following resolution:~~firm and the audit team; the effectiveness and sufficiency of communications and interactions; independence and level of objectivity and professional skepticism; reasonableness of fees; and other factors.

Who has the Audit Committee selected as the independent registered public accounting firm?

~~“Resolved,~~After conducting the evaluation process discussed above, the Audit Committee selected PwC as our independent auditor for 2020. PwC has served in that capacity since being appointment in 2012 as the ~~compensation of our~~ Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby approved.”

~~Even though this “say-on-pay” vote is advisory and, therefore, will not be binding on United, the Compensation~~independent registered public accounting firm for 2013. The Audit Committee and the Board ~~value~~of Directors believe that the opinions of United’s shareholders. Accordingly, to the extent there is a significant vote against the compensation of the Named Executive Officers, the Board will consider the shareholders’ concerns, and the Compensation Committee will evaluate what actions may be necessary or appropriate to address those concerns.

~~Vote Required~~

The affirmative vote of a majority of the votes cast by the holders of the shares entitled to vote at an Annual Meeting at which a quorum is present is required to approve, on an advisory basis, the “say-on-pay” resolution supporting the compensation of our Named Executive Officers. Accordingly, any abstention or broker non-vote will count as a vote against the proposal.

~~Recommendation~~

~~The Board recommends you vote “FOR” the approval, on an advisory basis, of this resolution related to the compensation of our Named Executive Officers.~~

~~PROPOSAL 3~~

~~RATIFICATION OF THE APPOINTMENT OF UNITED’S INDEPENDENT~~

~~REGISTERED PUBLIC ACCOUNTANT~~

~~General~~

The Audit Committee of the Board has appointed PwC to serve as United’s independent registered public accountant during the year ended December 31, 2017. The Board will present at the 2017 Annual Meeting a proposal that such appointment be ratified.

~~Vote Required~~

Each proxy executed and returned by a shareholder will be voted as specified thereon by the shareholder. If no specification is made, the proxy will be voted “FOR” the proposal to ratify the appointmentcontinued retention of PwC ~~to act as the United’s independent registered public accountant for 2017. The proposal to ratify the appointment of PwC~~ is ~~approved if a majority of the votes cast by the holders of the shares entitled to vote at a meeting at which a quorum is present are voted for the proposal.~~

~~Neither United’sArticles~~nor Bylaws require that the shareholders ratify the appointment of PwC as its independent auditors. United is doing so because it believes it is a matter of good corporate practice. Should the shareholders not ratify the selection, the Audit Committee of the Board will reconsider its determination to retain PwC but may elect to continue the engagement. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that the change would be in the best interests of United and ~~its~~our shareholders.

Will representatives of PricewaterhouseCoopers LLP attend the 2020 Annual Meeting?

~~Recommendation~~

~~The Board unanimously recommends a vote “FOR” the ratification of the appointment of United’s independent registered public accountant.~~

~~OTHER MATTERS~~

~~Independent Registered Public Accountants~~

~~PwC was the principal independent registered public accountant for United during the years ended December 31, 2016 and 2015.~~Yes. Representatives of PwC have been requested and are expected to ~~be present at~~attend the ~~2017~~2020 Annual ~~Meeting and~~Meeting. These representatives will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

What if shareholders do not ratify the appointment?

If the appointment of PwC as our independent registered public accounting firm for 2020 is not ratified by our shareholders, the adverse vote will be considered a direction to the Audit Committee to consider other auditors for next year. However, because of the difficulty in making any substitution of auditors after the beginning of the current year, the appointment for 2020 will stand, unless the Audit Committee finds other good reason for making a change.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” PROPOSAL 3.

FEES PAID TO AUDITORS

During ~~2016~~2019 and ~~2015,~~2018, United was billed the following amounts for services rendered by PwC:

2016 2015
Audit fees $ 1,071,000 $ 1,003,264
Audit-related fees 230,000 350,000
Tax fees - -
All other fees - -
Total fees $ 1,301,000 $ 1,353,264
~~Audit Fees.~~ This category includes fees for professional services for the integrated audits of United’s consolidated financial statements including the audits of the effectiveness of our internal control over financial reporting, reviews of the financial statements included in United’s Quarterly Reports on Form 10-Q, statutory audits or financial statement audits of subsidiaries and comfort letters and consents related to registration statements filed with the SEC.
~~Audit-Related Fees.~~ This category primarily includes fees billed for acquisition-related services that are reasonably related to the performance of the audit of United’s consolidated financial statements and effectiveness of internal control and are not reported within the audit fees category above. In 2016, these services related to United’s acquisition of Tidelands. In 2015, these services were performed in connection with United’s acquisitions of MoneyTree Corporation and Palmetto Bancshares, Inc.
~~Tax Fees.~~

2019
2018
Audit Fees⁽¹⁾
$
1,305,000

$
1,281,800

Audit-Related Fees⁽²⁾

250,000

194,000

Tax Fees⁽³⁾

—

—

All Other Fees⁽⁴⁾

2,700

2,700

Total
$
1,557,700

$
1,478,500

(1) This category includes fees for professional services for the integrated audits of United’s consolidated financial statements including the audits of the effectiveness of our internal control over financial reporting, reviews of the financial statements included in United’s Quarterly Reports on Form 10-Q, statutory audits or financial statement audits of subsidiaries and comfort letters and consents related to registration statements filed with the SEC.
(2) This category primarily includes fees billed for acquisition-related services that are reasonably related to the performance of the audit of United’s consolidated financial statements and effectiveness of internal control and are not reported within the audit fees category above. In 2019, these services related to services related to United’s acquisition of First Madison Bank & Trust and well as services related to the new Current Expected Credit Losses standard. In 2018, these services related to PwC’s consent for our prospectus filed with the SEC on April 20, 2018 as well as services related to United’s acquisition of Navitas.
(3) There were no tax services provided by PwC in 2019 or 2018.
(4) Certain subscription services provided by PwC during 2019 and 2018 were considered to be nonaudit services.
The Audit Committee preapproves all audit and permissible nonaudit services to be provided by the Company’s independent auditors and has established preapproval policies and procedures for such services. Permissible nonaudit services are those allowed under SEC regulations. The Audit Committee may approve certain specific categories of permissible nonaudit services within an aggregated budgeted dollar limit upon the opinion that such services will not impair the independence of the independent auditor. The Audit Committee must approve on a project-by-project basis any permissible nonaudit services that do not fall within a preapproved category, or preapproved permissible nonaudit services that exceed the previously approved fees. The Audit Committee’s Chairman (or any Committee member if the Chairman is unavailable) may preapprove such services between Committee meetings and must report to the Committee at its next meeting with respect to all services so preapproved. All services provided by PwC ~~in 2016 or 2015.~~
~~All Other Fees.~~ ~~There~~during 2019 and 2018 were ~~no other services performed~~approved by ~~PwC that were not related to~~ the ~~audit of United’s consolidated financial statements during 2016 or 2015.~~
~~The~~ Audit Committee ~~pre-approves all audit~~ and ~~non-audit services performed by PwC. The Audit Committee specifically approves the annual audit services engagement~~were permissible under applicable laws and ~~has generally approved the provision of certain audit-related services~~regulations and ~~tax services by PwC. Certain non-audit services that are permitted under the federal securities laws may~~will continue to be ~~approved from time to time~~preapproved by the Audit Committee.

~~Expenses of Solicitation~~SHAREHOLDER PROPOSALS FOR 2021 ANNUAL MEETING OF SHAREHOLDERS

~~The cost of solicitation of proxies will~~All shareholder proposals and written notices discussed below must be ~~borne by United.~~mailed to Corporate Secretary, United ~~may reimburse brokers, banks, nominees~~Community Banks, Inc., Post Office Box 398, Blairsville, Georgia 30514-0398. Shareholder proposals and ~~other fiduciaries for postage and reasonable clerical expenses of forwarding the~~director nominations that are not included in our Proxy Materials ~~to their principals who are beneficial owners~~will not be considered at any annual meeting of ~~shares~~shareholders unless such proposals have complied with the requirements of ~~Common Stock.~~our Bylaws.

Shareholder Proposals ~~and Recommendations for Director Nominees~~

~~No proposals or recommendations for director nominations by non-management have been presented for consideration at the 2017 Annual Meeting.~~

~~United expects~~Proposals of eligible shareholders that ~~its 2018 Annual Meeting will be held in May 2018. Any proposals or director recommendations by non-management shareholders intended for presentation at the 2018 Annual Meeting~~comply with Exchange Act Rule 14a-8 must be received in writing by ~~United at its principal executive offices, attention of~~ the Corporate Secretary no later than ~~December 1, 2017~~November 25, 2020, in order to be considered for inclusion in the ~~proxy statement~~Company’s Proxy Statement and Proxy Card relating to the 2021 Annual Meeting of Shareholders

Other Business at 2021 Annual Meeting of Shareholders

The Company anticipates that its next annual meeting of shareholders will be held in May 2021. If a shareholder desires to submit a proposal for ~~the 2018 Annual Meeting. For any other shareholder matter intended to be presented for action~~consideration at the ~~2018~~2021 Annual Meeting of Shareholders, written notice of such shareholder’s intent to make such a proposal must be given and received by the Secretary of the Company at the principal executive offices of the Company either by personal delivery or by United States mail. To be timely, the notice must ~~receive a shareholder’s notice~~be delivered or mailed to and received at the principal offices of the Company on or before the later to occur of (i) 14 days prior to the ~~2018 Annual Meeting or five days after the Notice of~~2021 Annual Meeting of Shareholders ~~for~~or (ii) 5 days after the ~~2018~~notice of the 2021 Annual Meeting of Shareholders is provided to the ~~shareholders.~~shareholder. The notice to the Secretary must set forth a brief description of each matter of business that the shareholder proposes to bring before the meeting and the reasons for conducting that business at the meeting; the name, as it appears on the Company’s books, and the address; the series or class and number of shares of our Common Stock that are beneficially owned by the shareholder; and any material interest that the shareholder has in the proposed business. The chairman of the meeting shall have the discretion to declare to the meeting that any business proposed by a shareholder to be considered at the meeting is out of order and that such business shall not be transacted at the meeting if (i) the chairman concludes that the matter has been proposed in a manner inconsistent with the applicable section of the Bylaws or (ii) the chairman concludes that the subject matter of the proposed business is inappropriate for consideration by the shareholders at the meeting.

	42 By order of the Board of Directors,

	Melinda Davis Lux General Counsel and Corporate Secretary

March 24, 2020

~~Information Incorporated by Reference~~Although we

~~The SEC allows us~~plan to ~~“incorporate by reference” information~~hold the 2020 Annual Meeting, 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 Annual Meeting, we ~~file with it, which means that we can disclose important information to you by referring~~ advise you to ~~other documents. The information incorporated by reference is considered~~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.

Each shareholder, whether or not he or she expects to be ~~a part of this Proxy Statement, and information that we file later with~~present in person at the SEC will automatically update and supersede this information. You should rely on the later information over different information included in this Proxy Statement. We incorporate by reference herein our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 27, 2017.

We incorporate by reference all future filings we make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the initial filing date of this Proxy Statement and prior to the date of the 20172020 Annual Meeting, ~~except~~is requested to ~~the extent that any information contained in such filings is deemed “furnished” rather than “filed” in accordance with SEC rules.~~

Documents incorporated by reference are available from United without charge. You may obtain documents incorporated by reference in this Proxy Statement by requesting them from Lois Rich in writing, Investor Relations, United Community Banks, Inc., 125 Highway 515 East, Blairsville, Georgia 30514-0398, or by telephone, (706) 781-2265. The incorporated documents listed above can also be accessed through United’s website,~~www.ucbi.com. Neither our website nor the information on our website is included or incorporated in, or is a part of, this Proxy Statement.~~

~~Other Business~~

The Board does not know of any other matters to be presented at the 2017 Annual Meeting. If any additional matters are properly presented, the persons named in the proxy will have discretion to vote in accordance with their own judgment on such matters.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE. Vote by Internet or Telephone – QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by MailXYour Internet or telephone vote authorizes the named proxies toplease vote your ~~shares in the same manner as if you marked, signed and returned your~~ proxy ~~card~~either by ~~mail. Votes submitted electronically~~mail, telephone or over the Internet as promptly as possible. A shareholder may revoke his or ~~by telephone must be received by 7:00 p.m., Eastern Time, on May 9, 2017.INTERNET/MOBILE –www.cstproxyvote.comUse the Internet~~her proxy at any time prior to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. PHONE – 1 (866) 894-0537 Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PROXY . FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED . Please mark THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3 AND IN THE PROXIES’ DISCRETION ON ANY OTHER MATTERS COMING BEFORE THE MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. your voteslike this 1. Election of Directors (1) Jimmy C. Tallent (2) Robert H. Blalock (3) L. Cathy Cox (4) Kenneth L. Daniels (5) H. Lynn Harton (6) W.C. Nelson, Jr. (7) Thomas A. Richlovsky (8) David C. Shaver FOR all Nominees listed to the left WITHHOLD AUTHORITY to vote (except as marked to the contrary for all nominees listed to the left) 2. Approval, on an advisory basis, of the compensation of our Named Executive Officers. 3. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountant for 2017. FOR AGAINST ABSTAIN AGAINST ABSTAIN (9) Tim R. Wallis (10) David H. Wilkins (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) Check here if you plan to attend the meeting in person. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: Signature Signature, if held jointly Date , 2017. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

voting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be heldWednesday, May 10, 2017The Proxy Statement and our 2017 Annual Report to Shareholders are available at http://www.cstproxy.com/ucbi/2017. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED . PROXY THIS PROXY IS SOLICITED ON BEHALFTABLE OF THE BOARD OF DIRECTORSUNITED COMMUNITY BANKS, INC.The undersigned appoints Jimmy Tallent and W.C. Nelson, Jr., and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of United Community Banks, Inc. held of record by the undersigned at the close of business on March 11, 2017 at the Annual Meeting of Shareholders of United Community Banks, Inc. to be held on Wednesday, May 10, 2017, or at any adjournment thereof.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE TEN NOMINEES TO THE BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSALS 2 AND 3 AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.(Continued, and to be marked, dated and signed, on the other side)

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