UNITED COMMUNITY BANKS INC (UCB)
Sector: Financials
2026 Annual Meeting Analysis
UNITED COMMUNITY BANKS INC · Meeting: May 13, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Proposal to elect the 12 nominees listed in the accompanying Proxy Statement to our Board of Directors
Director since 2021 (joined within 5 years); no overboarding (0 other public boards); TSR trigger does not apply — UCB's 3-year return of +25.2% vs. peer median gap of -20.1pp is well below the 65pp threshold for strong positive TSR; no other disqualifying flags.
Director since 2022 (under 24 months from 2022 to early 2024, now over 24 months but tenure covers less than full 3-year period); no overboarding (0 other public boards); TSR gap of -20.1pp vs. peer median is far below the 65pp threshold; no other disqualifying flags.
Director since 2020; no overboarding (0 other public boards); UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp trigger threshold for strong positive TSR; no other disqualifying flags.
Director since 2015; no overboarding (0 other public boards); UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp trigger threshold for strong positive TSR; deep banking and risk expertise is clearly relevant.
Director since 2024; joined within the past 24 months and is therefore exempt from the TSR trigger; holds 1 other public board seat (First Financial Bankshares), well below the 4-seat overboarding threshold; no disqualifying flags.
Director since 2018; no overboarding (0 current public boards); UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp trigger threshold for strong positive TSR; no other disqualifying flags.
Executive director (CEO/Chairman) since 2015; UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp threshold, so the TSR trigger does not apply; no overboarding (0 other public boards); TSR trigger assessment is independent of the Say on Pay vote.
Director since 2023; no overboarding (0 other public boards); UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp trigger threshold; serves as Audit Committee Chair with clear financial expertise (former CPA and CFA, ex-Bank of America Corporate Controller).
Director since 2018; no overboarding (0 other public boards); UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp trigger threshold for strong positive TSR; no other disqualifying flags.
Director since 2012 and Lead Director; no overboarding (0 other public boards); UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp trigger threshold for strong positive TSR; holds CPA designation and qualifies as audit committee financial expert.
Director since 1999; no overboarding (0 other public boards); UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp trigger threshold for strong positive TSR; brings small business and community banking perspective relevant to UCB's focus.
Director since 2016; no overboarding (0 other public boards); UCB's 3-year peer median underperformance of -20.1pp is well below the 65pp trigger threshold for strong positive TSR; the board has considered and disclosed his law firm relationship and confirmed independence under NYSE standards.
All 12 director nominees pass the TSR trigger test — UCB's 3-year total return of +25.2% falls in the strong positive tier, requiring a 65-percentage-point gap vs. peer median to trigger a vote against, and the actual gap is only -20.1pp against the company-disclosed peer group (QABA — First Trust NASDAQ ABA Community Bank Index confirms the same directional result at -24.6pp, well below the 65pp ETF fallback threshold). No director is overboarded, no independence concerns were identified for committee memberships, attendance was satisfactory for all incumbents, and no familial relationships with management were disclosed. All 12 nominees receive a FOR vote.
Say on Pay
✓ FORCEO
H. Lynn Harton
Total Comp
$6,188,713
Prior Support
97%%
CEO H. Lynn Harton received total compensation of approximately $6.2 million, which is within a reasonable range for a CEO at a $3.8 billion market cap regional bank with strong 2025 operating results (operating earnings up 18%, revenue exceeding $1 billion for the first time, EPS up 18%). The pay program is well-structured: at least 60% of target compensation is performance-based (annual cash incentive plus performance-based equity awards), performance metrics include multi-year measures like 3-year core return on average assets and tangible book value per share plus dividends, and the company has a meaningful clawback policy meeting NYSE requirements. The prior year Say on Pay vote received 97% support, signaling strong shareholder alignment with the compensation program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with specific audit and non-audit fee amounts in the text provided, so the non-audit fee ratio trigger cannot be evaluated — per policy, when fee data is unavailable the default is FOR. PricewaterhouseCoopers is a Big 4 firm and is appropriate for a $3.8B market cap regional bank. Auditor tenure is not explicitly disclosed in the provided text, so the tenure trigger does not fire. No material financial restatements were identified.
Overall Assessment
The 2026 United Community Banks annual meeting presents three standard proposals: election of 12 directors, advisory vote on executive compensation, and ratification of PricewaterhouseCoopers as auditor. All three proposals receive a FOR vote — the director slate is clean with no TSR trigger, overboarding, or independence concerns; the Say on Pay program is well-designed with strong performance linkage and received 97% shareholder support in 2025; and PwC is appropriate for the company's size and complexity. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing