Kenneth L. Daniels

About Kenneth L. Daniels

Kenneth L. Daniels (age 73) is an independent director of United Community Banks, Inc. (UCB), serving since 2015, and currently chairs the Board’s Risk Committee while also serving on the Audit and Executive Committees . He brings 38 years of banking and risk leadership, including Chief Credit Risk & Policy Officer and Senior Risk Advisor roles at BB&T (1983–2014), with earlier experience at First Union; he holds an MBA from East Carolina University, a bachelor’s from UNC Chapel Hill, and completed the RMA/Wharton Advanced Risk Management Program .

Past Roles

External Roles

Board Governance

• Independence: The Board has affirmatively determined Daniels is independent under NYSE standards and Company guidelines .
• Committee assignments and 2024 meeting cadence:
  • Risk Committee – Chair; 4 meetings in 2024
  • Audit Committee – Member; 8 meetings in 2024
  • Executive Committee – Member; 4 meetings in 2024
• Attendance and engagement: In 2024, each incumbent director attended at least 75% of the aggregate Board and applicable committee meetings; the Board met seven times, with independent director executive sessions at each regular Board meeting .
• Board leadership: UCB combines CEO/Chair roles (H. Lynn Harton), with an engaged Lead Independent Director (Thomas A. Richlovsky) overseeing agendas, executive sessions, and board evaluations .
• Qualifications: Board skills matrix identifies Daniels as contributing executive management, strategic planning, risk management, corporate governance, banking industry experience, and M&A expertise .

Fixed Compensation

• 2024 director fee program (pre and post 9/1/2024 adjustments): | Component | Effective 1/1/2024 | Effective 9/1/2024 | |---|---:|---:| | Board cash retainer (Director) | $50,000 | $60,000 | | Lead Director cash retainer | $25,000 | $35,000 | | Audit – Chair | $15,000 | $20,000 | | Audit – Member | $10,000 | $12,500 | | Risk – Chair | $12,500 | $20,000 | | Risk – Member | $10,000 | $12,500 | | Nominating & Gov – Chair | $10,000 | $15,000 | | Nominating & Gov – Member | $7,500 | $8,750 | | Talent & Comp – Chair | $10,000 | $15,000 | | Talent & Comp – Member | $7,500 | $8,750 | | Executive – Member | $7,500 | $8,750 | | Annual equity grant (Director) | $65,000 | $75,000 (awards after 9/1/2024) |

• 2024 realized director compensation (Daniels): | Name | Cash Fees ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Kenneth L. Daniels | $101,668 | $65,006 | $166,674 |

Notes: Non-employee directors receive no additional Bank board compensation; program reviewed with independent consultant Aon; mix intended to align with peers and shareholder interests .

Performance Compensation

• Annual equity structure: Time-based RSUs granted on director election date; vest the day before the next annual meeting (no performance conditions) .
• 2024 award details: | Component | Grant date | Underlying shares | Grant-date price | Grant-date fair value | Vesting | Performance metrics | |---|---|---:|---:|---:|---|---| | Time-based RSUs (annual director grant) | May 15, 2024 | 2,413 (for each director, except Davis) | $26.94/sh | $65,006 | Day before 2025 annual meeting | None (time-based) |

Other Directorships & Interlocks

• Other public company boards: 0 (reduces potential interlocks) .
• Compensation Committee interlocks: Proxy reports none of the 2024 Talent & Compensation Committee members were UCB officers, and no interlocks requiring disclosure; Daniels is not listed as a member of that committee .
• Related-party transactions: None for 2024 other than independence-reviewed legal fees related to another director’s firm; no Daniels-related transactions disclosed .

Expertise & Qualifications

• Core competencies (per Board matrix): Executive management (C‑suite), strategic planning/oversight, risk management, corporate governance, banking industry experience, and M&A leadership experience .
• Background/education: RMA/Wharton Advanced Risk Management Program; MBA (East Carolina University); bachelor’s (UNC Chapel Hill) .
• Not designated as an SEC “audit committee financial expert” (designation applies to Messrs. James, Richlovsky, Shaver) .

Equity Ownership

• Beneficial ownership (as of Feb 28, 2025): | Holder | Common shares | % of class | Notes | |---|---:|---|---| | Kenneth L. Daniels | 19,655 | <1% | Includes 2,000 shares held by the Kenneth L. Daniels Trust dated Dec 9, 2016 |

• Alignment policies:

  • Director stock ownership guideline: ≥3x annual Board cash retainer within five years; retain 100% of net after-tax shares until target met .
  • Anti-hedging and anti-pledging: Prohibits pledging, margin accounts, and hedging (options/derivatives) by directors and employees .

Governance Assessment

• Strengths and positive signals:
  • Independent director with deep credit and enterprise risk credentials; chairs the Risk Committee, aligning expertise with oversight role .
  • Robust independence framework; Daniels affirmatively determined independent; no related-party ties disclosed .
  • Engagement: Board met seven times; committees active (Audit 8; Risk 4; Executive 4); all incumbents met ≥75% attendance threshold .
  • Pay alignment: Mix of cash retainers plus time-based RSUs; ownership guideline and anti-hedging/pledging policy support skin-in-the-game and risk alignment .
  • Low interlock/conflict risk: No other public company boards listed for Daniels; no interlocks noted .
• Watch items:
  • Combined CEO/Chair structure can concentrate authority; mitigated by an active Lead Independent Director and regular executive sessions of independents .
• RED FLAGS:
  • None identified for Daniels in 2024 regarding related-party transactions, hedging/pledging, or attendance shortfalls based on disclosures .

Contextual shareholder sentiment: Say-on-pay support was 97.7% at the 2024 annual meeting, indicating broad investor confidence in UCB’s compensation governance (company-wide signal) .