Lance F. Drummond
About Lance F. Drummond
Lance F. Drummond (age 70) has served on United Community Banks, Inc.’s Board since 2018. He is an independent director and currently chairs the Nominating & Corporate Governance Committee, and serves on the Risk and Executive Committees . His background spans 40 years in operations, technology, human capital and financial services, with executive roles at TD Canada Trust, Fiserv, Bank of America, and Eastman Kodak; education includes a BS in Business Management (Boston University), MBA (University of Rochester Simon), and MS in Management Science (MIT), plus MIT Sloan and Aspen Institute fellowships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Canada Trust | EVP, Operations & Technology | 2011–Jan 2015 | Led loan underwriting/funding ops, deposit ops, fraud mgmt, collections, digitization, service quality, PMO across Canadian Banking |
| Fiserv, Inc. | EVP, Human Resources & Shared Services | 2009–2011 | Led HR for ~20,000 employees; oversaw global services (2,800 employees in India/Costa Rica) |
| Bank of America | Service & Fulfillment Ops Exec; Global Consumer & Small Business Banking eCommerce/ATM Exec | 2002–2009 | Operations leadership across technology and consumer banking platforms |
| Eastman Kodak | Multiple senior roles incl. Divisional VP/GM | Began 1976 | Division and regional general management (Dental Products; Professional Products/Latin America); Corporate VP/COO Professional Products Division |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AvidXchange, Inc. (public) | Director; Chair, Risk Committee; Member, Human Capital & Compensation Committee | Current | Oversees enterprise risk; human capital and compensation governance |
| NACD | Member | Since 2015 | Director education/standards engagement |
| YMCA of Greater Rochester | Founder, Dreamseeds children’s performing arts program | — | Community engagement |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board affirmatively determined Drummond is independent under NYSE and company guidelines |
| Committees | Chair, Nominating & Corporate Governance; Member, Risk; Member, Executive |
| Attendance | Board met 7 times in 2024; all incumbent directors attended ≥75% of aggregate board/committee meetings; all directors attended 2024 annual meeting |
| Expertise | Matrix indicates Drummond has Financial/Accounting (qualified SEC financial expert definition), Risk Management, Corporate Governance, Human Resources/Compensation, Technology/Cybersecurity, Banking Industry, Retail/Marketing, and M&A experience |
| Lead Independent Director | Thomas A. Richlovsky; executive sessions at each regular board meeting |
| Governance Practices | Stock ownership guidelines for directors; strict anti-hedging/anti-pledging; annual board/committee self-assessments; executive sessions; independent-only committees |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (effective 9/1/2024) | $60,000 | Base directorship cash retainer |
| Committee Chair – Nominating & Corporate Governance | $15,000 | Chair receives chair fee plus member fee |
| Committee Member – Risk | $12,500 | Member fee |
| Committee Member – Executive | $8,750 | Member fee |
| Lead Director premium (not applicable) | $35,000 | Shown for structure; Drummond is not Lead Director |
| 2024 Cash Paid (actual) | $91,667 | Fees earned/paid in cash during 2024 |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs (Annual Director Grant) | May 15, 2024 | 2,413 | $26.94 | $65,006 | Vest day before next annual meeting (one-year vest) |
- Directors receive time-based RSUs only; there are no performance-conditioned (PSU) elements in director equity grants. Grants are made annually at director election and not tied to financial metrics; vesting is service-based until the next annual meeting .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| AvidXchange, Inc. | Public | Chair, Risk; Member, Human Capital & Compensation | No UCB-related party transactions disclosed with AvidXchange; UCB reported no 2024 related-party transactions other than NMRS legal fees tied to Director Wilkins’ firm (Wilkins performed no work) |
- Compensation Committee Interlocks: None reported for UCB’s Talent & Compensation Committee in 2024 (no insider participation; no interlock disclosures) .
Expertise & Qualifications
- Financial/Accounting and SEC “financial expert” level experience; Risk management; Corporate governance; Human capital/compensation; Technology/cybersecurity; Banking industry; Retail/marketing; M&A experience .
- Education: BS (Boston University), MBA (Univ. of Rochester Simon), MS (MIT); MIT Sloan Fellowship (1994); Aspen Institute Henry Crown Fellowship (1998) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common) | 11,580 shares; <1% of class |
| Anti-hedging/pledging | Company policy prohibits pledging or hedging UCB securities for directors |
| Ownership guideline | Directors expected to hold stock equal to ≥3× annual base cash retainer within 5 years; must retain 100% of net after-tax shares until target met |
| Value vs. guideline (indicative) | 11,580 shares × $32.31 close (12/31/2024) ≈ $374, k, exceeding 3× $60,000=$180, k guideline, suggesting compliance/met target |
Fixed Compensation (Director Program Structure – History)
| Effective Date | Directorship Cash | Equity Grant (Fair Value) | Key Committee Chair Fees | Key Committee Member Fees |
|---|---|---|---|---|
| Jan 1, 2024 | $50,000 | $65,000 | Audit $15,000; Risk $12,500; Nominating $10,000; Talent & Comp $10,000 | Audit $10,000; Risk $10,000; Nominating $7,500; Talent & Comp $7,500; Executive $7,500 |
| Sep 1, 2024 | $60,000 | $75,000 | Audit $20,000; Risk $20,000; Nominating $15,000; Talent & Comp $15,000 | Audit $12,500; Risk $12,500; Nominating $8,750; Talent & Comp $8,750; Executive $8,750 |
Performance Compensation (UCB Executive Program Context)
- UCB’s pay-for-performance framework (for executives, not directors) uses annual cash incentives and PRSUs tied to return on average assets and relative TSR; clawback policies in place per SEC and NYSE . High say‑on‑pay support in 2024 (97.7%) indicates shareholder confidence in compensation governance .
Governance Assessment
- Board effectiveness and independence: Drummond is independent; chairs a core governance committee and sits on risk oversight and executive committees—positions that influence board composition, policy, succession planning, and enterprise risk oversight .
- Alignment: He holds equity per director RSU program and maintains meaningful personal ownership; anti-hedging/pledging strengthens alignment .
- Engagement: Attendance thresholds were met across the board; annual board retreat and continuing education support informed oversight .
- Conflicts/related-party transactions: No Drummond-related transactions disclosed; overall related-party exposure limited to NMRS fees (Wilkins’ firm), de minimis to firm revenue and assessed as independent; no tax gross-ups or option repricings disclosed; robust clawback policy .
- Shareholder signals: Strong say‑on‑pay approval (97.7%) and independent consultant (Aon) benchmarking for director and executive pay; mid‑2024 fee updates kept director pay near peer median (50th percentile) .
Red Flags
- None disclosed for Drummond: no pledging/hedging; no related-party dealings; attendance met thresholds; no reported legal proceedings or SEC investigations tied to Drummond .
Implications
- Drummond’s risk, governance, technology, and banking experience, coupled with his chair role on Nominating & Corporate Governance, are supportive of board refreshment, succession and policy rigor—favorable for investor confidence in governance oversight .
- Ownership and equity participation, anti-hedging rules, and compensation design mitigate misalignment risks; absence of conflicts reduces governance overhang .