James P. Clements
About James P. Clements
James P. Clements (age 61) has served as an independent director of United Community Banks, Inc. since 2020. He is President of Clemson University (since 2013) and previously served as President of West Virginia University, bringing deep leadership, strategic planning, project management, and information technology expertise to UCB’s board. He holds a bachelor’s in computer science, a master’s and Ph.D. in operations analysis (UMBC), and a master’s in computer science (Johns Hopkins), with extensive external governance roles across national education and competitiveness bodies. He was identified on UCB’s skills matrix for executive management, strategic oversight, corporate finance/capital management, risk management, corporate governance, human resources/compensation, technology/cybersecurity, regulatory/political, and corporate social responsibility competencies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clemson University | President | 2013–present | Nationally recognized higher-ed leader; Executive Committee for Council on Competitiveness; various national boards and commissions |
| West Virginia University | President | Prior to 2013 | Led a complex institution; national leadership roles in higher education |
| U.S. Dept. of Commerce | Innovation Advisory Board member | Prior | Only university president on the 15-member board |
| National Advisory Committee for Innovation & Entrepreneurship 2.0 | Co-chair | Prior | Only university president; national innovation policy work |
External Roles
| Organization | Role | Committees |
|---|---|---|
| United Homes Group, Inc. (public company) | Independent Director | Compensation; Nominating & Corporate Governance |
| Special Olympics International | Board member | — |
| South Carolina Chamber of Commerce | Board member | — |
| Council on Competitiveness | Executive Committee | — |
| Multiple higher-education governance bodies (APLU, ACE, AGB, BHEF) | Board/committee roles | Leadership and governance contributions |
Board Governance
- Independence: The Board affirmatively determined Clements is independent under NYSE and UCB guidelines; only the CEO is non-independent .
- Committee assignments: Member, Nominating & Corporate Governance Committee; Member, Talent and Compensation Committee (not chair) .
- Board/committee activity: Board met 7 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; independent directors hold executive sessions at each regular Board meeting led by the Lead Director .
- Director election support (2025 AGM): For votes 95,611,536; Withheld 2,194,792; Broker non-votes 9,547,883, indicating strong investor support .
- Lead Independent Director: Role held by Thomas A. Richlovsky; leads executive sessions and coordinates agendas with CEO and committee chairs .
| 2024 Meetings | Count |
|---|---|
| Board | 7 |
| Nominating & Corporate Governance Committee | 4 |
| Talent & Compensation Committee | 6 |
| 2025 Director Election (James P. Clements) | Votes |
|---|---|
| For | 95,611,536 |
| Withheld | 2,194,792 |
| Broker Non-Votes | 9,547,883 |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $69,166 | Director and committee cash fees; deferrable under UCB’s deferred compensation plan |
| Stock Awards (2024 grant-date fair value) | $65,006 | Annual time-based RSUs; 2,413 underlying shares at $26.94 per share granted May 15, 2024; vest day before the 2025 annual meeting |
| Total (2024) | $134,172 | Sum of cash and equity grant value |
| RSU Grant Detail (2024) | Value |
|---|---|
| Grant date | May 15, 2024 |
| Underlying RSUs | 2,413 |
| Grant-date price | $26.94 per share |
| Vesting | Day before 2025 Annual Meeting |
| Grant-date fair value | $65,006 |
| Director Compensation Schedule Changes | Pre-Change | Post-Change (effective Sep 1, 2024) |
|---|---|---|
| Annual cash retainer (Directorship) | $50,000 | $60,000 |
| Lead Director fee | $25,000 | $35,000 |
| Equity retainer (Directorship) | $65,000 | $75,000 (applies to grants after Sep 1, 2024) |
| Committee chair/member fees | See schedule | Increased to preserve ~50th percentile vs peers |
Performance Compensation
- No performance-based components are disclosed for nonemployee directors; annual director equity grants are time-based RSUs that vest ahead of the next annual meeting (no options, no performance metrics tied to director pay) .
- UCB utilizes Aon as an independent compensation consultant; the Talent & Compensation Committee concluded Aon is independent and free of conflicts .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| United Homes Group, Inc. | Public | Independent Director | Serves on Comp and Nominating & Corporate Governance Committees; no UCB compensation committee interlocks disclosed |
Expertise & Qualifications
- Skills matrix: Executive management, strategic planning/oversight, corporate finance/capital management, risk management, corporate governance, HR/compensation, technology/cybersecurity, regulatory/political, CSR; not designated as SEC “financial expert” and not flagged for banking industry experience .
- Academic and thought leadership: >75 publications in leadership, strategic planning, project management, computer science, and IT; principal/co-investigator on >$15 million in research grants; author of Successful Project Management (7th ed.) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned common shares | 8,331 shares (sole voting/investment power) |
| Ownership as % of outstanding | Less than 1% |
| 2024 RSUs outstanding at year-end | 2024 director RSUs remained outstanding as of Dec 31, 2024 |
| Stock ownership guidelines (directors) | 3x annual cash retainer; achieve within 5 years; must hold 100% of net after-tax granted shares until target reached |
| Anti-hedging/pledging policy | Prohibits hedging and pledging of UCB securities by directors |
Governance Assessment
- Committee effectiveness: Active participation on Nominating & Corporate Governance and Talent & Compensation committees; both fully independent; regular self-evaluations and Board retreat; annual director education and cybersecurity oversight through Risk Committee structure .
- Independence and conflicts: Affirmatively independent; no related-party transactions involving Clements disclosed; UCB policy requires Board/Audit Committee approval for related-party transactions and recusal of interested directors .
- Ownership alignment: Holds UCB shares and annual RSUs; strong anti-hedging/pledging policy; director ownership guideline enforces 3x cash retainer within five years, supporting skin-in-the-game alignment, though individual compliance status is not disclosed .
- Shareholder signals: Strong re-election support (95.6M for; 2.19M withheld) and robust say-on-pay approvals (2024: 97.7%; 2025: 94.76M for vs 2.95M against), indicative of investor confidence in governance and pay practices .
- RED FLAGS: None disclosed specific to Clements (no pledging/hedging, no related-party transactions, no compensation committee interlocks, and independent status affirmed) .