Jefferson L. Harralson
About Jefferson L. Harralson
Executive Vice President & Chief Financial Officer (age 59), officer of United Community since 2017. He oversees accounting, financial reporting, M&A, investor relations, treasury, capital and strategic planning, budgeting, and stress testing; prior roles include Managing Director at KBW, leading small/midsized bank research and serving as Associate Director of Research . Company performance context in 2024: efficiency ratio 60.2% (57.2% operating), net interest margin 3.29%, core transaction deposits up $337 million, and noninterest income increased $49.3 million; Say‑on‑Pay support was 97.7% at the 2024 annual meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keefe, Bruyette & Woods (KBW) | Managing Director; led small & midsized bank research; Associate Director of Research | Pre‑2017 (not disclosed) | Led sell‑side bank research team; analytical leadership relevant to bank performance and capital markets |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $515,000 | $515,000 | $540,000 |
| Stock Awards ($) | — | $512,964 | $526,805 |
| Non‑Equity Incentive ($) | $485,555 | $178,778 | $483,469 |
| Change in Pension Value & NQDC Earnings ($) | — | $103,304 | $47,414 |
| All Other Compensation ($) | $48,146 | $61,243 | $57,692 |
| Total ($) | $1,048,701 | $1,371,289 | $1,655,380 |
| Base Salary Effective Date | Amount |
|---|---|
| Jan 1, 2023 | $515,000 |
| Jan 1, 2024 | $530,000 |
| Sep 1, 2024 | $550,000 |
Performance Compensation
| Component | Weighting | Target | Actual/Payout | Metric & Design | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | n/a | 80% of base ($440,000) | 109.88% of target; $483,469; 87.9% of base | Management Incentive Plan with predetermined corporate and qualitative goals; committee discretion | Annual cash payout; timing per plan |
| Long‑Term Equity – TRSUs | 40% of LTI | 7,426 units; grant date fair value $212,012 (1/4/2024) | Time‑based; no performance modifier | Time‑based RSUs (balance/retention) | 25% on Feb 15, 2025/2026/2027/2028 |
| Long‑Term Equity – PRSUs | 60% of LTI | Threshold 4,135; Target 11,026; Max 20,674 units; grant date fair value $314,793 (1/4/2024) | Earned based on annual performance; max 150% pre‑TSR; TSR modifier ±25% | Performance metric: average ROAA vs compensation peer group (Aon benchmark) with TSR modifier; four 1‑year periods; payouts interpolated; forfeiture below threshold | Each tranche earns on prior year’s results; settled/vested on Feb 15 of 2025/2026/2027/2028 |
| 2024 Stock Vested | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Harralson | 6,378 | $177,983 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 38,214 shares; less than 1% of class (based on 119,488,323 shares outstanding as of Feb 28, 2025) |
| Options | None outstanding (exercisable or unexercisable) as of Dec 31, 2024 |
| Outstanding TRSUs (12/31/2024) | Grants outstanding: 1,755 (9/1/2020; $56,704 MV), 1,706 (9/1/2021; $55,121 MV), 4,926 (1/5/2023; $159,159 MV), 8,919 (1/4/2024; $288,173 MV) |
| Outstanding PRSUs (12/31/2024) | 1,727 (9/1/2021; $55,799 MV), 5,370 (1/5/2023; $173,505 MV), 8,269 (1/4/2024; $267,171 MV) |
| Ownership Guidelines | Executive officers must hold stock equal to ≥2x base salary within 5 years; retain 100% of net after‑tax vested shares until target met |
| Hedging/Pledging | Prohibited: hedging, pledging, margin accounts, derivatives on Company stock |
| Deferred Compensation (2024) | Company contributions $9,542; account earnings $2,021; aggregate balance $59,081 |
| Pension (Modified Retirement Plan) | Years credited 7.7; present value $525,108; vesting rules summarized; no new entrants since 2020 |
Employment Terms
| Scenario (as of Dec 31, 2024) | Estimated Payout ($) |
|---|---|
| Termination for Cause or Resignation Without Good Reason | — (accrued obligations only; no severance) |
| Termination Without Cause / Resignation for Good Reason (pre‑CIC) | $687,096 (value of unvested stock awards) |
| Termination Without Cause / Resignation for Good Reason (post‑CIC; double‑trigger) | $3,748,803 |
| Death/Disability (pre‑CIC) | $559,157 |
| Death/Disability (post‑CIC) | $1,366,663 |
- Change‑in‑Control Continuity Agreement: initial 3‑year term; auto‑renews annually; double‑trigger protection; severance multiple equals 2x for Harralson (base salary + average bonus or target, whichever higher), plus prorated bonus, COBRA/benefit continuation, profit‑sharing contributions, and outplacement; detailed CFO benefits: pro‑rata 2024 bonus ($483,469), lump‑sum 2x salary+target bonus ($1,980,000), 24 months health ($59,184), 24 months life insurance ($21,870), 24 months club ($1,325/month) and auto ($1,250/month) benefits ($61,800), two years profit sharing ($53,584), outplacement up to $55,000 .
- Equity awards feature double‑trigger accelerated vesting upon CIC; TRSUs vest time‑based; PRSUs vest based on performance achievement .
- Restrictive covenants across NEO agreements include confidentiality, noncompete, nonsolicit, and noninterference; single‑trigger CIC does not produce severance .
- Clawback: Board‑adopted bonus recoupment and Compensation Recovery Policy compliant with SEC and NYSE 10D rules; recovery of erroneously awarded compensation; no tax gross‑ups, no option repricing without shareholder approval .
Investment Implications
- Pay‑for‑performance alignment: 60% of LTI tied to ROAA vs peers with a TSR modifier; annual bonus paid at 109.88% of target for 2024, indicating above‑target corporate performance against plan metrics .
- Vesting cadence and potential selling pressure: TRSUs and PRSU settlements occur each Feb 15 (2025–2028); monitor Section 16 Form 4s around these dates for potential liquidity events and any 10b5‑1 activity .
- Alignment and risk controls: Beneficial ownership is modest relative to outstanding shares, but strong governance (no hedging/pledging, 2x salary ownership guidelines, clawbacks) reduces misalignment and risk of leveraged positions .
- Retention/transition economics: CIC double‑trigger with 2x cash/benefit multiple suggests retention through transactions; pre‑CIC severance is limited to unvested equity, implying moderate retention pressure absent a CIC .
- Governance feedback: 97.7% Say‑on‑Pay support implies low shareholder pressure on current pay design; changes in base and incentive targets in Sept 2024 reflect competitive benchmarking and evolving scope of responsibilities .
- Corporate execution: Harralson signed the May 1, 2025 8‑K announcing completion of the ANB Holdings acquisition, underscoring active M&A execution; integration and future acquisitions remain strategic levers with associated financial/operational risks noted in forward‑looking statements .