David H. Wilkins
About David H. Wilkins
Ambassador David H. Wilkins (age 78) has served on United Community Banks, Inc.’s Board since 2016 and is classified as an independent director under NYSE standards . He is a partner at Nelson Mullins Riley & Scarborough LLP focused on U.S.–Canada government relations, was U.S. Ambassador to Canada (June 2005–January 2009), chaired the Clemson University Board of Trustees for six years, and is Trustee Emeritus; he holds a bachelor’s degree from Clemson University and a JD from the University of South Carolina School of Law . The Board’s skills matrix attributes to Wilkins expertise across strategic planning, risk management, regulatory/political affairs, corporate governance, and corporate social responsibility .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Government | U.S. Ambassador to Canada | Jun 2005–Jan 2009 | Senior diplomatic leadership; cross-border policy/regulatory engagement |
| South Carolina House of Representatives | Speaker of the House | 1994–2005 | Legislative leadership; governance and policymaking |
| South Carolina House of Representatives | Member | 1980–2005 | Legislative experience; oversight, stakeholder engagement |
| Clemson University | Chair, Board of Trustees | Six years (post-ambassadorship) | Board leadership; governance and strategy; now Trustee Emeritus |
| State of South Carolina | Chair, Governor-elect Nikki Haley transition team | Not disclosed | Government transition oversight; policy and appointments |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Nelson Mullins Riley & Scarborough LLP | Partner (Government Relations) | Not disclosed | U.S.–Canada focus; legal/regulatory expertise |
| Clemson University | Trustee Emeritus | Not disclosed | Former board chair; governance leadership |
| Corporate Boards | Director on several corporate boards | Past ten years | Specific companies not listed in proxy |
| Other Public Company Boards | N/A | N/A | Wilkins serves on 0 other public boards per UCB proxy |
Board Governance
- Committee assignments: Member, Risk Committee; not a chair .
- Independence: Affirmatively determined independent; Board considered 2024 payments of ~$685,000 to Nelson Mullins (Wilkins’ firm), representing <0.1% of firm revenue; Wilkins performed no legal work for UCB and received no compensation related to the engagement .
- Attendance: Board met seven times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings and attended the 2024 annual meeting .
- Risk Committee cadence: 4 meetings in 2024; membership includes Bell, Daniels (Chair), Davis, Drummond, James, Wilkins .
- Governance practices: Lead Independent Director; independent Audit, Nominating & Corporate Governance, Risk, and Talent & Compensation committees; executive sessions at each regular Board meeting; stock ownership guidelines; strict anti-hedging policy .
Fixed Compensation
| Component | 2024 Amount/Detail | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $64,167 | Director cash compensation; deferral available under Deferred Compensation Plan |
| Equity (RSUs) – Grant Date Fair Value | $65,006 | Time-based RSUs granted May 15, 2024; 2,413 shares at $26.94 per share; outstanding at year-end |
| Total | $129,173 | Sum of cash plus equity grant-date value |
| Vesting | Vests day before the following year’s annual meeting | Annual equity grants vest on this schedule |
Director compensation framework changes (general, effective September 1, 2024):
- Directorship cash retainer increased to $60,000; Lead Director to $35,000 .
- Committee fees increased: e.g., Risk Chair $20,000; Risk Member $12,500; Audit Chair $20,000; Audit Member $12,500; etc. .
- Equity retainer increased to $75,000 for awards granted after Sept 1, 2024 .
Performance Compensation
| Feature | Structure | Metrics | Vesting |
|---|---|---|---|
| Director Equity Awards | Time-based RSUs | No performance metrics disclosed for directors | RSUs vest the day before next annual meeting |
No option awards or performance-based equity for directors are disclosed in the proxy; director equity is time-based RSUs .
Other Directorships & Interlocks
- Other public company boards: 0 for Wilkins .
- Related-party exposure: UCB paid ~$685,000 to Nelson Mullins in 2024 for legal services; <0.1% of NMRS revenue; Board concluded independence; Wilkins did no work and received no compensation from the engagement .
- Related-party transactions policy: Requires Board/Audit Committee approval; no related-party transactions in 2024 other than independence note above .
Expertise & Qualifications
- Skills matrix indicates Wilkins contributes: Strategic planning oversight, risk management, regulatory/political experience, corporate governance, corporate social responsibility, and executive leadership experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David H. Wilkins | 14,207 | Less than 1% | Percent computed on 119,488,323 outstanding shares as of Feb 28, 2025 |
Additional alignment policies:
- Director stock ownership guidelines: ≥3x annual base cash retainer; expected to reach target within 5 years; retain 100% of post-vesting shares until target is met .
- Anti-hedging/pledging: Directors prohibited from pledging UCB securities and from hedging UCB equity (e.g., collars, swaps, derivatives) .
- RSUs: 2024 director awards outstanding at year-end .
Insider trading activity:
- No Form 4 transactions by David H. Wilkins found between 2024-01-01 and 2025-11-20 (insider-trades skill query; more current than proxy statements).
Governance Assessment
- Independence with law firm ties: The NMRS relationship is disclosed and quantitatively small (<0.1% of NMRS revenue). Board’s explicit determination of independence and Wilkins’ non-involvement in UCB legal work mitigate conflict risk, but continued monitoring is prudent given the external affiliation .
- Attendance and engagement: Board and committee participation standards met (≥75% attendance), with active Risk Committee oversight (4 meetings) and annual board retreat, supporting engagement and oversight quality .
- Shareholder support signals: In 2025 director elections, Wilkins received 89,315,888 “For” and 8,490,440 “Withheld” votes; withhelds were notably higher than many peers (others ranged ~1,004,972–3,719,191 withheld), suggesting comparatively lower support that warrants investor attention .
- Say-on-Pay and frequency: 2025 say-on-pay approved (94,761,518 For; 2,948,677 Against), and shareholders supported annual frequency (91,540,522 One Year) .
- Compensation mix: Director pay is roughly split between cash ($64,167) and equity ($65,006) via time-based RSUs, aligning directors with shareholder value without short-term performance gaming .
- RED FLAGS:
- Related-party exposure via Nelson Mullins (disclosed, assessed, and mitigated by independence finding) .
- Elevated withheld votes relative to peers in 2025 election may indicate investor scrutiny or perceived concerns; ongoing engagement advisable .
Board Governance (Reference Data)
| Committee | Membership | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Risk | Bell; Daniels (Chair); Davis; Drummond; James; Wilkins | 4 | Oversees ERM processes; identifies emerging risks; evaluates risk functions; recommends risk management actions |
| Talent & Compensation | Bazante; Clements; Mann (Chair); Shaver; Wallis | 6 | Exec comp setting; director comp recommendations; incentive design; equity awards; share ownership guidelines; consultant oversight |
| Audit | Bell; Daniels; James; Richlovsky; Shaver (Chair) | 8 | Auditor selection and evaluation; financial statement oversight; ICFR/disclosure controls; compliance and ethics program oversight |
Shareholder Voting Snapshot (2025)
| Item | Result | Votes |
|---|---|---|
| Election – David H. Wilkins | Elected | For: 89,315,888; Withheld: 8,490,440; Broker non-votes: 9,547,883 |
| Say-on-Pay (Advisory) | Approved | For: 94,761,518; Against: 2,948,677; Abstain: 96,133; Broker non-votes: 9,547,883 |
| Say-on-Pay Frequency | One Year | One Year: 91,540,522; Two Years: 64,553; Three Years: 6,116,865; Abstain: 84,388; Broker non-votes: 9,547,883 |
Notes on Director Compensation Framework
| Component | 2024 (as of Jan 1) | 2024 (effective Sept 1) |
|---|---|---|
| Directorship (Cash) | $50,000 | $60,000 |
| Lead Director (Cash) | $25,000 | $35,000 |
| Risk Chair/Member (Cash) | $12,500 / $10,000 | $20,000 / $12,500 |
| Audit Chair/Member (Cash) | $15,000 / $10,000 | $20,000 / $12,500 |
| Nominating & Governance Chair/Member (Cash) | $10,000 / $7,500 | $15,000 / $8,750 |
| Talent & Compensation Chair/Member (Cash) | $10,000 / $7,500 | $15,000 / $8,750 |
| Executive Committee Member (Cash) | $7,500 | $8,750 |
| Equity Retainer | $65,000 | $75,000 (awards granted after Sept 1, 2024) |
Governance Quality Summary
- Independent status confirmed despite external law firm affiliation; quantitative thresholds and non-involvement support independence .
- Strong governance architecture (independent committees, executive sessions, ownership and anti-hedging policies) fosters oversight rigor .
- Risk oversight engagement through committee work and board retreat indicates attentiveness to enterprise risks .
- Director pay structure balanced (cash + time-based RSUs), aligning with long-term shareholder interests; peer benchmarking via Aon, with 2024 adjustments to maintain median positioning .
- Watchlist: Higher withheld votes for Wilkins in 2025 vs peers may reflect investor perception; continued transparency on independence and engagement may mitigate concerns .
Sources: UCB 2025 DEF 14A (April 2, 2025) ; UCB 8-K (May 15, 2025) .