H. Lynn Harton
About H. Lynn Harton
H. Lynn Harton (age 63) is Chairman, President, and CEO of United Community Banks, Inc. (United Community), serving as CEO since 2018 and Chairman since 2019; he joined the company in 2012 as COO and became President/Director in 2015, CEO of the bank in 2017, and CEO of the holding company in 2018 . He holds a bachelor’s degree from Wake Forest University and has completed multiple executive programs (Duke, Wharton, Columbia, Northwestern, UNC, USC) . Under Harton’s leadership, 2024 operating EPS grew 9% YoY; operating ROA reached 1.08% in Q4; deposits rose $150MM (+1%), loans grew 1% ex-manufactured housing sale; efficiency ratio was 60.2% (57.2% operating); NIM was 3.29% . Pay-versus-performance disclosure shows 2024 CAP for the CEO of $5.17M with company TSR at $122 (2019 base=100) versus KBW Regional Bank Index at $112; net income was $252M and ROAA 1.09% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Community Banks, Inc. | COO; President & Director; CEO (Bank); CEO (HoldCo); Chairman | 2012–present (COO 2012; President/Director 2015; CEO Bank 2017; CEO HoldCo 2018; Chairman 2019) | Led growth and strategic execution; elevated to combined Chairman/CEO structure . |
| Toronto-Dominion Bank (TD Bank) | EVP & Head of Commercial Banking–South | 2010–2012 | Led South region; integrated TSFG into TD post-acquisition . |
| The South Financial Group (TSFG) | CEO; earlier Chief Risk/Credit Officer | 2007–2010 | Raised capital during 2008 crisis; negotiated sale to TD; led integration post-sale . |
| Regions Financial / Union Planters | Chief Credit Officer | 2003–2007 | Enterprise credit leadership across merged platform . |
| BB&T | Various executive roles | 1983–2003 | Broad banking leadership across lending, risk, credit . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RMA (various national councils) | Member/Director | Prior years | Served on RMA National Community Bank Council; Credit Risk Council; AL LLR roundtable . |
| Palmetto Business Forum; industry committees | Member | Prior years | Broader financial community leadership . |
| Honors | Order of the Palmetto (SC) | — | State’s highest honor . |
Fixed Compensation
| Component | 2023 | 2024 (Jan 1) | 2024 (Sep 1) | Notes |
|---|---|---|---|---|
| Base Salary | $1,050,000 | $1,081,500 | $1,125,000 | Board approved mid-year increase to maintain competitiveness . |
Three-year summary compensation for Harton (CEO):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,103,250 | 2,149,958 | 1,545,177 | — | 120,863 | 4,919,248 |
| 2023 | 1,050,000 | 2,091,698 | 486,000 | 34,711 | 78,061 | 3,740,470 |
| 2022 | 1,000,000 | — | 1,450,500 | — | 87,880 | 2,538,380 |
Perquisites (2024): auto allowance $15,000; club dues $51,154; 401(k) $17,250; deferred comp employer match $37,459 .
Performance Compensation
Annual Cash Incentive Plan – 2024 design and results
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Weighted Result |
|---|---|---|---|---|---|---|
| Pre-Tax Pre-Provision EPS | 20% | $3.10 | $3.44 | $3.72 | $3.43 | 19.71% |
| Operating EPS | 15% | $1.95 | $2.17 | $2.34 | $2.30 | 20.73 |
| Net Charge-Offs / Avg Loans | 15% | 0.34% | 0.28% | 0.21% | 0.27% | 16.07 |
| NPAs / Total Assets (percentile) | 15% | 25th | 50th | 75th | 39th | 11.70 |
| Operating Efficiency Ratio | 20% | 59.90% | 56.90% | 54.50% | 57.15% | 19.17 |
| Customer Satisfaction | 15% | 95.50% | 96.50% | 97.50% | 98.69% | 22.50 |
| Total payout vs target | — | — | — | — | — | 109.88% |
2024 payout for Harton:
| Target as % of Salary | Target ($) | Actual % of Salary | Actual Payout ($) |
|---|---|---|---|
| 125% | $1,406,250 | 137.3% | $1,545,177 |
Long-Term Equity Incentive Awards – 2024 grant
| Component | Target Mix | Vesting/Performance | Target $ | Max $ |
|---|---|---|---|---|
| Time-based RSUs (TRSUs) | 40% | 25% vest each Feb 15, 2025–2028 | $865,208 | n/a |
| Performance RSUs (PRSUs) | 60% | Four 1-year ROAA vs peers; 25%/period; TSR modifier ±25%; 25th/50th/75th pctl = min/target/max | $1,284,750 | $2,408,906 (150% pre-TSR) |
| Total (target/max) | 100% | — | $2,149,958 | $3,274,114 |
Notes:
- PRSU plan uses peer ROAA percentile with a TSR modifier up to ±25%; maximum PRSU earnout 150% pre-TSR .
- 2024 TRSUs/PRSUs were granted Jan 4, 2024; TRSUs vest annually; PRSUs assessed each year with vest date Feb 15 following each performance year .
Equity Ownership & Alignment
- Beneficial ownership (Feb 28, 2025): 115,498 common shares (<1% of class), including 109,123 in The Herbert Lynn Harton Revocable Trust .
- Ownership guidelines: CEO must hold stock = 3x base salary; executives retain 100% of net shares until reaching guideline; monitored by the Board .
- Anti-hedging/anti-pledging: Directors, officers, and employees are prohibited from pledging company securities, holding them in margin accounts, or entering hedging transactions .
- Options: No NEO stock options outstanding (exercisable or unexercisable) as of 12/31/2024 .
- Stock vested in 2024: 22,605 shares for Harton; value realized $635,651 (based on vest-date price) .
Outstanding unvested equity at 12/31/2024 (Harton)
| Grant Date | Unvested TRSUs (#) | Market Value ($) | Unearned PRSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 9/1/2020 | 4,626 | $149,466 | — | — |
| 9/1/2021 | 5,243 | $169,401 | 5,308 | $171,501 |
| 1/5/2023 | 20,090 | $649,108 | 21,900 | $707,589 |
| 1/4/2024 | 36,397 | $1,175,987 | 33,750 | $1,090,463 |
| Note: Market values use $32.31 closing price on 12/31/2024; PRSU counts include target or earned amounts per footnotes . |
Deferred compensation and pension alignment
- Deferred Compensation balance (12/31/2024): $4,211,566; 2024 company contributions $37,459; participant contributions $24,210; 2024 account earnings $499,707 .
- Modified Retirement Plan (SERP) present value: $2,954,964 with 12.3 years credited service .
Insider selling pressure signals
- Annual TRSU/PRSU vesting typically occurs on or around Feb 15, which can create periodic liquidity events; in 2024, Harton saw 22,605 shares vest, indicating potential supply around vesting dates .
- Hedging/pledging prohibitions reduce overhang risks from collateralized positions .
Employment Terms
- Employment Agreement (effective Feb 14, 2023; auto-renewal): Base salary floor $1,050,000; target annual cash incentive ≥100% of salary; annual LTI at grant-date fair value ≥200% of salary; retirement-friendly vesting for future LTI at/after age 67 .
- Termination without cause/for good reason (pre-CIC): pro rata incentive (based on performance), 2.5x (salary + target bonus), and 30 months COBRA premiums .
- Change-in-Control Continuity Agreement (double-trigger; 3x CEO multiple; initial 3-year term, auto-renews; protected period 2 years): cash severance = multiple × (salary + 3-year average bonus or target, if higher), pro rata bonus, retirement contributions proxy, COBRA and life insurance premiums, club/auto benefits, and outplacement; no excise tax gross-up (cutback unless better after-tax to take full) .
- Restrictive covenants: confidentiality (perpetual), non-compete (1 year post-employment under Employment Agreement), non-solicit of employees (2 years) and customers (1 year) ; CIC covenants apply for one year post-employment .
- Clawback: Dodd-Frank/NYSE-compliant compensation recovery policy and broader bonus recoupment policy for misconduct or restatements .
Illustrative potential payouts (assuming 12/31/2024 termination)
| Scenario | Total ($) |
|---|---|
| Termination without cause/for good reason pre-CIC | $10,557,632 |
| Termination without cause/for good reason post-CIC | $13,754,801 |
| Death/Disability pre-CIC | $3,741,819 |
| Death/Disability post-CIC | $4,836,467 |
| Notes: Components include equity acceleration per award terms; COBRA and ancillary benefits per agreements; details and valuation assumptions in footnotes . |
Board Governance
- Board service: Director since 2015; current roles include Chairman and Executive Committee Chair .
- Independence: Not independent due to employment; all other nominees deemed independent .
- Board leadership: Combined CEO/Chair with a robust Lead Independent Director (Thomas A. Richlovsky); lead director responsibilities include agenda-setting, executive sessions, and CEO feedback .
- Committees: Harton chairs Executive Committee; not on audit, risk, nom/gov, or talent/comp committees (independent-only) .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board/committee meetings; independent directors meet in executive session at each regular Board meeting .
- Anti-hedging/pledging and ownership guidelines apply to directors; director independence assessed under NYSE/SEC rules .
Director Compensation
- Employee directors (including Harton) receive no additional board compensation; director pay applies only to nonemployee directors .
Performance & Track Record
- 2024 highlights: Sold manufactured housing loan portfolio ($318.2M); announced acquisition of ANB Holdings (closing expected Q2 2025); improved capital; core transaction deposits +$337M; completed Greenville HQ; earned 15 Greenwich Awards; JD Power #1 in Customer Satisfaction (SE) 10th time; Best Banks to Work For (8th consecutive year for >$10B assets) .
- Operating performance: Operating EPS +9% YoY; Q4 operating ROA 1.08%; efficiency ratio 60.2% (operating 57.2%); NIM 3.29% .
- Say-on-pay: 2024 approval 97.7% of votes cast, indicating strong shareholder support for pay design .
- Pay-versus-Performance: 2024 CEO CAP $5.17M; Company TSR $122 vs KBW Regional Banks $112 over 2019–2024; Net income $252M; ROAA 1.09% .
Compensation Committee Analysis
- Committee: Talent & Compensation (independent); chairs and members listed; uses Aon as independent advisor (no conflicts identified) .
- Peer group for 2024 pay decisions includes 23 regional banks (e.g., ABCB, AUB, CADE, ONB, SNV, SSB, PNFP, CFR); targeting reasonable range around median for role, with mix of cash/equity and short-/long-term balance .
- Incentive design emphasizes ROAA, relative TSR modifier, efficiency, credit quality, and customer satisfaction; capped payout potentials; no options repricing without shareholder approval .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 97.7% of votes cast; company maintains annual say-on-pay frequency and monitors investor feedback .
Equity Ownership Snapshot (as of 2/28/2025)
| Holder | Shares | % of Class |
|---|---|---|
| H. Lynn Harton | 115,498 | <1% |
Investment Implications
- Alignment and risk: High say-on-pay support, robust clawback, anti-hedging/anti-pledging, and ownership guidelines support shareholder alignment; CEO maintains meaningful outright ownership (115,498 shares) though <1% of outstanding .
- Incentive design: Balanced mix with material at-risk pay (58% for CEO at target) tied to ROAA, efficiency, credit quality, and customer satisfaction, plus a relative TSR modifier on PRSUs—supports durable, risk-aware performance orientation .
- Vesting-driven supply: Annual February vesting cycles (TRSUs/PRSUs) can introduce episodic selling pressure; in 2024, 22,605 shares vested for the CEO, indicating potential supply windows near mid-February; however, pledging is prohibited, reducing forced-sale risk .
- Retention posture: Employment agreement plus double-trigger CIC at 3x (CEO) with extended COBRA and ancillary benefits provide strong retention; restrictive covenants mitigate competitive risk; no excise gross-up .
- Governance check: Combined CEO/Chair role is counterbalanced by an active Lead Independent Director and independent committees; independence and attendance disclosures are robust .
- Track record: Execution through a turbulent cycle (portfolio rationalization, M&A, funding stability, recognized customer trust) with stable profitability metrics; continued focus on efficiency and credit costs is key to sustaining payout outcomes and long-term equity earnouts .