John M. James
About John M. James
John M. James (age 65) is an independent director of United Community Banks, Inc. (“United Community”) since 2023, recognized by the Board as an “audit committee financial expert.” He currently serves on the Audit and Risk Committees and is expected to be appointed Chair of the Audit Committee following the 2025 annual meeting as part of planned committee succession. Mr. James’ core credentials include 35+ years in senior financial management roles, including Corporate Controller and Americas Legal Entity Controller at Bank of America, with deep expertise in financial reporting, accounting policy, treasury, and regulatory matters; he holds bachelor’s degrees in finance and accounting from the University of Kentucky and previously was a CPA and CFA charterholder.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Americas Legal Entity Controller (U.S., Canada, Mexico, Brazil, South America); responsibility also for certain corporate/treasury accounting | 2019–2022 | Oversight of legal entity controllership across the Americas; corporate and treasury accounting oversight |
| Bank of America | Corporate Controller | 2005–2019 (14 years) | Led SEC reporting, accounting policy, corporate analysis and reporting, Enterprise Reg W governance |
| U.S. SEC, Office of the Chief Accountant | Professional Accounting Fellow | ~2003–2005 (2 years prior to joining BofA) | Financial instruments/accounting policy exposure at the regulator |
| PricewaterhouseCoopers (PwC) | Various; including 4 years in Accounting Consulting Services (National Office) | ~1991–2003 (12 years) | Financial instruments accounting consultant; ASB Financial Instruments Task Force member |
| Banking and insurance (prior roles) | Senior financial management positions | 7 years (pre-PwC) | Various senior finance roles (banking/insurance) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | “Other Public Boards: 0” per director slate |
Board Governance
- Current committees: Audit (member), Risk (member). Expected appointment: Audit Committee Chair after the 2025 Annual Meeting as part of planned refresh (succeeds retiring director David C. Shaver).
- Independence: Board affirmatively determined Mr. James is independent under NYSE and company guidelines; all committee service is on independent-only committees.
- Audit Committee financial expert: Identified by the Board as an “Audit Committee financial expert.”
- Attendance and engagement: In 2024, the Board met 7 times; each incumbent director attended at least 75% of aggregate Board and committee meetings; all directors serving at the time attended the 2024 Annual Meeting. Executive sessions of independent directors occur at each regular Board meeting.
- Committee cadence and scope (2024): Audit (8 meetings) oversees external and internal audit, ICFR, compliance and ethics; Risk (4 meetings) oversees enterprise risk management, emerging risks, and risk functions.
- Board leadership: Combined Chair/CEO with Lead Independent Director (Thomas A. Richlovsky), with structured Lead Director responsibilities and regular executive sessions.
Fixed Compensation (Non-employee Director; 2024)
| Component | Amount/Detail | Notes |
|---|---|---|
| Cash fees actually earned (2024) | $70,001 | Disclosed total cash for Mr. James in 2024 |
| Equity grant (2024) | $65,006 grant-date fair value | Time-based RSUs; see RSU count and vesting below |
| Total director compensation (2024) | $135,007 | Cash + stock awards as reported |
| Director retainer – structure (effective Jan 1, 2024) | $50,000 cash; $65,000 equity | Base structure prior to Sep 1 changes |
| Committee member fees – structure (effective Jan 1, 2024) | Audit member $10,000; Risk member $10,000 | Chair fees higher; applies to committee service |
| Director retainer – updated (effective Sep 1, 2024) | $60,000 cash; $75,000 equity | Increased to align near 50th percentile of peer group |
| Committee member fees – updated (effective Sep 1, 2024) | Audit member $12,500; Risk member $12,500 | Chair fees increased to $20,000 for Audit/Risk |
- Equity grant specifics: On May 15, 2024, non-employee directors (except Ms. Davis due to appointment timing) received 2,413 time-based RSUs valued at $26.94/share; awards vest the day before the next annual meeting (i.e., before May 14, 2025). Mr. James’ stock award value was $65,006.
Performance Compensation (Directors)
| Performance-linked element | Metric(s) | Payout mechanics | Status |
|---|---|---|---|
| None disclosed for directors | — | Director equity is time-based RSUs only; no performance-conditioned director awards | Not applicable |
Director equity awards are time-based (annual RSUs) and vest on a service schedule; no director performance metrics are disclosed.
Other Directorships & Interlocks
- Other public company directorships: None.
- Compensation Committee interlocks: None of the 2024 Talent and Compensation Committee members were officers/employees; no interlocks requiring disclosure.
Expertise & Qualifications
- Financial reporting and controls: Former Bank of America Corporate Controller and Americas Legal Entity Controller; extensive SEC reporting, accounting policy, and treasury accounting experience.
- Regulatory insight: Former Professional Accounting Fellow in the SEC’s Office of the Chief Accountant; prior PwC Accounting Consulting Services (National Office).
- Audit committee acumen: Board-designated “audit committee financial expert.”
- Education/credentials: BBA (Finance) and BS (Accounting), University of Kentucky; previously a CPA and CFA.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 1,033 shares; <1% of outstanding |
| Unvested director RSUs (2024 grant) | 2,413 RSUs (granted 5/15/2024 at $26.94); vest the day before the 2025 annual meeting (scheduled May 14, 2025) |
| Director stock ownership guideline | Hold stock equal to ≥3x annual base cash retainer within 5 years of election; retain 100% of net-after-tax shares until target met |
| Hedging/pledging | Prohibited from hedging and pledging United Community securities; no margin/derivatives allowed |
Compliance status with ownership guidelines is not individually disclosed; as a 2023 appointee, Mr. James is within the five-year accumulation period.
Potential Conflicts and Related-Party Exposure
- Related-party transactions: None involving Mr. James disclosed; the proxy reports no 2024 related-party transactions except legal fees paid to a firm where another director is a partner, which remained below independence thresholds and did not affect that director’s independence.
Say-on-Pay and Shareholder Feedback (Context)
- Say-on-Pay: 2024 say-on-pay approval exceeded 98%, indicating strong shareholder support for compensation programs and governance oversight.
Risk Indicators & Governance Controls (Context)
- Clawback: Company maintains Dodd-Frank/NYSE-aligned compensation recovery policy; repricing without shareholder approval prohibited; anti-hedging in place.
- Independent oversight: Independent-only Audit, Risk, Nominating/Corporate Governance, and Talent & Compensation Committees; Lead Independent Director presides over executive sessions.
Governance Assessment
- Strengths: Deep technical accounting and regulatory background; Board-designated audit committee financial expert; independence affirmed; slated to chair Audit Committee—a positive signal for oversight of financial reporting and controls. Meeting practices include frequent executive sessions and robust committee work (Audit met 8x; Risk 4x in 2024).
- Alignment: Director pay split between cash and annual time-based RSUs; stock ownership guidelines (3x retainer) and anti-hedging/pledging policies enhance alignment.
- Attendance/engagement: All directors met or exceeded the 75% attendance threshold; directors attended the 2024 annual meeting.
- Conflicts: No related-party transactions for Mr. James; independence affirmed; no other public board roles that would create interlocks.
- Watch items: Limited disclosed personal share ownership (<1%) typical for a relatively new director (2023 appointment) and within the 5-year guideline buildup period; monitor progression toward ownership guideline and formal transition to Audit Chair post-2025 meeting.
No red flags identified in filings specific to Mr. James (no related-party dealings, no committee interlocks, independence affirmed). The expected elevation to Audit Chair underscores his importance to financial oversight and should be viewed as a constructive governance development.