Mark Terry
About Mark Terry
Mark Terry (age 58) is United Community’s Chief Information Officer (CIO) and an executive officer since 2016. He leads technology infrastructure, information security, data management, application support, and project management; prior roles include EVP/CIO at The Palmetto Bank, CIO at Forcht Group of Kentucky, and Systems Engineer at EDS. He holds an ISACA Certified Information Security Manager credential and is a current member of the organization . The Board’s Risk Committee receives quarterly cybersecurity and information security updates from the CIO, underscoring Terry’s direct role in risk oversight .
Company performance context during Terry’s recent tenure:
- Net income improved from $188M (FY2023) to $252M (FY2024) after $277M in FY2022 .
- Return on Average Assets (ROAA) was 1.22% (2022), 0.90% (2023), and 1.09% (2024) .
- Cumulative TSR (value of $100 invested 12/31/2019) was $122 for 2024 (vs $107 in 2023 and $119 in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Palmetto Bank | Executive Vice President & Chief Information Officer | Not disclosed | Led bank technology agenda prior to joining United Community |
| Forcht Group of Kentucky | Chief Information Officer | Not disclosed | Oversaw technology operations for diversified financial services |
| EDS, Inc. | Systems Engineer | Not disclosed | Enterprise systems engineering experience |
External Roles
- None disclosed for Mark Terry .
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus for Mark Terry are not separately disclosed; United Community’s compensation program for “executive officers” (which includes the CIO) consists of base salary, annual cash incentive, and long-term equity awards .
Performance Compensation
Company-wide Management Incentive Plan (MIP) metrics and 2024 results (these corporate outcomes drive executive officers’ annual cash incentives, subject to individual performance):
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout 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 (percentile vs peers) | 15% | 25th | 50th | 75th | 39th | 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 | 100% | 109.88% of target |
Long-term equity design for executive officers (including CIO), 2024 structure:
- Mix: 40% time-based RSUs (TRSUs), 60% performance-based RSUs (PRSUs) at target .
- TRSUs vest 25% each year on Feb 15 over four years, subject to continued service (standard exceptions apply) .
- PRSUs comprise four 1-year performance periods based on relative Return on Average Assets (ROAA) versus the compensation peer group, with a TSR modifier of ±25%; target at 50th percentile, max at 75th percentile; earned awards subject to committee verification .
- 2024 NEO awards used this design; the company states these long-term components motivate executive leadership and align with shareholder value creation .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 3x base salary; other executive officers (including CIO) 2x base salary, to be achieved within five years; executives must retain 100% of net-after-tax vested shares until compliant .
- Strict anti-hedging/anti-pledging: directors and employees (including executive officers) are prohibited from hedging, holding UCB stock in margin accounts, or pledging as collateral .
- Clawbacks: bonus recoupment policy for material restatements and a Dodd-Frank/NYSE-compliant Compensation Recovery Policy for erroneously awarded compensation .
Vesting schedules that can create seasonal supply:
- TRSU and PRSU settlements commonly vest/settle around February 15 each year, which can concentrate insider settlement activity in Q1; anti-hedging/pledging rules and ownership-retention policies mitigate immediate selling pressure .
Ownership disclosure:
- Beneficial ownership tables in the 2025 proxy include directors and NEOs; Mark Terry’s individual share ownership is not listed (not a 2024 NEO), and no pledging by executives is permitted under policy .
Employment Terms
- Change-in-Control (CIC): United filed a Form of CIC Severance Agreement Termination Letter on November 1, 2022, covering several executives including “Mark A. Terry,” terminating prior CIC agreements as part of a compensation review .
- Earlier filings list a CIC Agreement dated November 21, 2019 between United and Mark Terry (referenced as substantially identical to a form agreement) .
- The 2025 proxy describes current CIC Continuity Agreements and detailed severance terms for NEOs (double-trigger, multiples, benefits) and separate employment agreements for the CEO and Chief Banking Officer; no new individual agreement for Mark Terry is disclosed in the 2025 proxy .
Noncompete and related covenants (policy-level):
- For NEO CIC agreements: confidentiality (perpetual), and noncompete/non-solicit for one year post-employment; these covenants are specific to NEO contracts and not individually disclosed for the CIO post-2022 termination .
Company Performance Reference
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ USD) | 277,472,000 | 187,544,000 | 252,397,000 |
| ROAA (%) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company ROAA | 1.22% | 0.90% | 1.09% |
| Cumulative TSR (Value of $100 invested 12/31/2019) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| United Community TSR ($) | 95 | 123 | 119 | 107 | 122 |
Governance and compensation quality indicators:
- Say-on-Pay support: 97.7% at 2024 meeting; 2025 proxy cites continued strong support and maintained program structure .
- Compensation consultant: Aon (Human Capital Solutions) serves as independent advisor; the committee affirmed independence and absence of conflicts .
- Compensation peer group: 24 regional/commercial banks (e.g., CADE, CFR, SSB, SNV; full list in proxy); peer set unchanged for 2025 decisions .
- Anti-risk design: mix of fixed/variable pay, caps, clawbacks, internal controls, and multi-period equity emphasize sound banking practices .
Compensation Committee Analysis (Program-Level)
- Committee: Talent and Compensation Committee (independent directors; Chair: Jennifer K. Mann) oversees executive pay, incentive design, equity awards, and ownership guidelines .
- 2024 MIP payout determined at 109.88% of target, driven by near-target pre-provision EPS, strong customer satisfaction, and improved credit costs, offset by efficiency ratio above target .
- Long-term incentives emphasize relative ROAA with a TSR modifier, linking pay to shareholder value creation and bank performance against peers .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for all insiders, reducing misalignment and financing risk .
- Clawback coverage for restatements and erroneous incentive compensation .
- No tax gross-ups; no option repricings without shareholder approval .
- Related-party transactions: none in 2024 (other than immaterial director-related law firm fees considered for independence), lowering governance risk .
Investment Implications
- Alignment: CIO compensation is governed by the same executive framework emphasizing ROAA and TSR, with strict ownership/retention and anti-hedging/pledging rules—positive for alignment and downside risk mitigation .
- Retention: The prior termination (11/1/2022) of Mark Terry’s legacy CIC agreement reduces his change-in-control protection unless re-entered; no new CIO-specific agreement is disclosed in the 2025 proxy—modestly elevating retention risk in an active talent market for bank technology leaders .
- Trading/vesting dynamics: Annual February 15 vesting cadence for time-based and earned performance RSUs can concentrate settlement activity; retention requirements and anti-hedging/pledging policies should temper near-term selling pressure .
- Execution: Board-level risk oversight with quarterly CIO reporting indicates institutionalized cyber governance; 2024 ROAA and TSR trends show stabilization/improvement amid rate headwinds—supportive backdrop for technology execution under Terry’s remit .
Notes: All program descriptions and outcomes reflect disclosures applicable to executive officers and NEOs; Mark Terry’s individual cash/equity award amounts, ownership quantity, and specific severance economics are not separately disclosed in the 2025 proxy. Values for Net Income are from S&P Global via GetFinancials and include the provided source citations above.