Jennifer K. Mann
About Jennifer K. Mann
Jennifer K. Mann (age 54) is an independent director of United Community Banks, Inc., serving since 2018. She is Executive Vice President of Human Resources at SAS (employed since 1998), leading a global HR organization and contributing deep human capital and culture expertise; she holds a bachelor’s degree in psychology and business from Meredith College . She is deemed independent under NYSE standards, and the Board conducts executive sessions of independent directors at each regular meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAS | Executive Vice President, Human Resources | 1998–present | Leads global HR for ~12,000 employees; widely cited for workplace culture; shares insights in major media |
| Various (prior to SAS) | HR leadership roles (high‑tech manufacturing, healthcare, academia) | Pre‑1998 | Built cross‑industry HR leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NC State University – Poole College of Management | Advisory Council Member | Not disclosed | Advisory capacity on management education |
| Meredith College | Board of Trustees | Not disclosed | Trustee oversight and governance |
| OnBoardNC | Member | Not disclosed | Network advancing board diversity |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director under NYSE standards |
| Board committees | Chair, Talent and Compensation; Member, Executive |
| Committee activity (2024) | Talent and Compensation: 6 meetings; Executive: 4 meetings |
| Board meetings (2024) | 7 meetings; executive sessions each regular meeting |
| Attendance (2024) | Each director attended at least 75% of aggregate Board and committee meetings; all directors attended 2024 Annual Meeting |
| Other public boards | 0 |
Fixed Compensation
| Component | 2024 Structure (Jan 1, 2024) | 2024 Structure (Effective Sept 1, 2024) |
|---|---|---|
| Annual cash retainer (Board directorship) | $50,000 | $60,000 |
| Lead Director fee | $25,000 | $35,000 |
| Audit Chair / Member | $15,000 / $10,000 | $20,000 / $12,500 |
| Risk Chair / Member | $12,500 / $10,000 | $20,000 / $12,500 |
| Nominating & Governance Chair / Member | $10,000 / $7,500 | $15,000 / $8,750 |
| Talent & Compensation Chair / Member | $10,000 / $7,500 | $15,000 / $8,750 |
| Executive Committee Member | $7,500 | $8,750 |
| Equity grant (Board membership) | $65,000 | $75,000 (for grants after 9/1/2024) |
| Director | Fees Earned (Cash) | Stock Awards (Grant‑date FV) | Total |
|---|---|---|---|
| Jennifer K. Mann | $80,833 | $65,006 (2,413 RSUs @ $26.94) | $145,839 |
- 2024 director RSU grant vests the day before the following year’s annual meeting; all 2024 director RSUs were outstanding at 12/31/2024 .
Performance Compensation
- Director equity is time‑based RSUs; no director performance metrics apply to vesting .
- As Talent & Compensation Committee Chair, Mann oversaw executive incentive design. The annual cash plan used six weighted metrics; 2024 payout achieved 109.88% of target.
| Metric (Weight) | Threshold | Target | Maximum | 2024 Actual | 2024 Result (Weight contribution) |
|---|---|---|---|---|---|
| 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 (15%) | 25th pct | 50th pct | 75th pct | 39th pct | 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% |
- Long‑term executive PRSUs (60% of LTIP target) use four 1‑year ROAA performance periods vs peer group with a +/-25% TSR modifier; maximum payout 150% of target before TSR modifier .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None (Other Public Boards: 0) |
| Compensation committee interlocks | None; no insider participation among 2024 committee members |
| Related‑party transactions | None disclosed for Mann; overall 2024 related‑party transactions: none, except NMRS fees considered for Wilkins independence (Mann not involved) |
Expertise & Qualifications
- Human Resources/Compensation and corporate governance expertise; leadership of global HR at SAS and recognized culture/innovation credentials; finalist for Chief HR Officer of the Year (HRO Magazine, 2014) .
- Board skills matrix shows governance, strategic planning, risk management among Board capabilities; HR/compensation capability is highlighted among Board qualifications (matrix spans Board; Mann contributes HR/comp) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 11,580 shares; <1% of class |
| RSUs outstanding (director 2024 grant) | 2,413 units, granted 5/15/2024, FV $65,006, price $26.94; vest prior to next annual meeting |
| Ownership guidelines (directors) | Minimum 3x annual cash retainer; retain 100% of post‑vest shares until target met |
| Anti‑hedging/pledging policy | Prohibits pledging, margin accounts, and hedging |
| Indicative alignment snapshot | 11,580 shares × $32.31 closing price on 12/31/2024 ≈ $374,000 vs guideline threshold of 3 × $60,000 = $180,000 (based on 9/1/2024 retainer) |
Governance Assessment
- Committee leadership: As Chair of the Talent & Compensation Committee (6 meetings in 2024), Mann oversees executive pay philosophy, metrics, and consultant independence; Aon is the independent advisor, with the Committee concluding no conflicts of interest .
- Pay‑for‑performance signals: 2024 say‑on‑pay support was 97.7%–over 98% across disclosures, indicating strong shareholder confidence in compensation practices overseen by the committee .
- Engagement and attendance: Board met 7 times in 2024; all directors attended at least 75% of meetings and the 2024 Annual Meeting; the Board holds executive sessions of independent directors at each regular meeting, supporting robust independent oversight .
- Conflicts and related parties: No related‑party transactions disclosed for Mann; no compensation committee interlocks; strict anti‑hedging and no‑pledging policy reduces alignment risks .
- Board composition and independence: Entire Talent & Compensation Committee is independent; Board affirms Mann’s independence; independent oversight structures are strong (Lead Director, regular self‑assessments, retreats, continuing education) .
RED FLAGS
- None identified for Mann: no related‑party transactions, no pledging, no interlocks, strong say‑on‑pay support, and independent committee leadership .