Melinda Davis Lux
About Melinda Davis Lux
Melinda Davis Lux (age 52) is Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary at United Community Banks, Inc., serving since 2020; she oversees legal and governance affairs, significant transactional and regulatory matters, and IT and banking operations, and works closely with the Board . She signed UCB’s Form 13F Notice on Nov 4, 2025 in her capacity as EVP, Chief Administrative Officer, General Counsel, & Corporate Secretary . Company performance metrics tied to executive pay emphasize ROAA, TSR, and operating earnings; in 2024, United Community reported net income of $252 million, ROAA of 1.09%, and TSR of $122 on a $100 initial investment basis used in pay-versus-performance disclosures . Shareholder support for pay was strong with a 97.7% say‑on‑pay approval in 2024, reinforcing the compensation program’s pay-for-performance orientation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Womble Bond Dickinson | Partner; Global Board Member of Womble Bond Dickinson International | Not disclosed | Corporate/M&A counsel; governance leadership; advisory on complex transactions |
| Wyche Law Firm | Partner | Not disclosed | Corporate advisory; regional legal leadership |
| Kilpatrick Stockton, LLP | Corporate Associate | Not disclosed | Corporate transactions experience; foundational M&A training |
| U.S. District Court (E.D.N.C.) | Law Clerk to Hon. Alexander B. Denson | Not disclosed | Federal clerkship; legal analysis and judicial process exposure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Womble Bond Dickinson International | Global Board Member | Not disclosed | Cross-border governance; international firm strategy |
Fixed Compensation
| Metric | 2023 | 2024 (Effective Jan 1) | 2024 (Effective Sep 1) |
|---|---|---|---|
| Base Salary ($) | $450,000 | $475,000 | $550,000 |
| Perquisites (2024) | — | Auto allowance: $15,000; 401(k): $17,250; Deferred comp employer contribution: $7,594; Total: $39,844 | — |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Pre-Tax Pre-Provision EPS | 20.0% | $3.10 | $3.44 | $3.72 | $3.43 | 19.71% |
| Operating EPS | 15.0% | $1.95 | $2.17 | $2.34 | $2.30 | 20.73% |
| Net Charge-offs / Avg Loans | 15.0% | 0.34% | 0.28% | 0.21% | 0.27% | 16.07% |
| NPAs / Total Assets (peer percentile) | 15.0% | 25th | 50th | 75th | 39th | 11.70% |
| Operating Efficiency Ratio | 20.0% | 59.90% | 56.90% | 54.50% | 57.15% | 19.17% |
| Customer Satisfaction Rating | 15.0% | 95.50% | 96.50% | 97.50% | 98.69% | 22.50% |
| Total Payout vs Target | — | — | — | — | — | 109.88% |
| Executive | Target as % of Base Salary | Target $ | Actual 2024 Payout | Actual as % of Base Salary |
|---|---|---|---|---|
| Melinda Davis Lux | 80.0% | $440,000 | $483,469 | 87.9% |
Long-Term Equity Incentives (2024 Grants)
| Component | Grant Date | Structure | Units/Target | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs (TRSUs) | Jan 4, 2024 | 40% of LTI target | 6,655 | $190,000 | 25% on Feb 15 of 2025, 2026, 2027, 2028 |
| Performance RSUs (PRSUs) | Jan 4, 2024 | 60% of LTI target; ROAA vs peers with TSR ±25% modifier | 9,883 target; 18,531 max | $282,160 target; $529,060 max | Four 1-year performance periods; vest each Feb 15 of 2025, 2026, 2027, 2028 based on prior-year performance |
| Executive | LTI Target (% of Base) | Time-based Target $ | Performance-based Target $ | Performance-based Max $ | Total Target $ | Total Max $ |
|---|---|---|---|---|---|---|
| Melinda Davis Lux | 100% | $190,000 | $282,160 | $529,060 | $472,160 | $719,060 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 28, 2025) | 12,120 common shares; <1% of class |
| Unvested TRSUs (Dec 31, 2024) | 7,993 units; market value $258,254 |
| Unearned PRSUs at Target (Dec 31, 2024) | 7,412 units; payout value $239,482 |
| 2024 Vested RSUs | 5,453 shares; realized value $151,965 |
| 2024 Deferrals from Vested RSUs | 2,112 shares deferred; value $59,064 |
| Deferred Compensation (2024) | Executive contributions $57,815; company contributions $7,594; earnings $51,378; aggregate balance $401,634 |
| Stock Options | No options exercisable or unexercisable at 12/31/2024 |
| Ownership Guidelines | 2x base salary for executive officers; retain 100% of net-after-tax vested shares until guideline met |
| Hedging/Pledging Policy | Strict anti-hedging; pledging or margin accounts prohibited |
Vesting cadence: TRSUs vest 25% annually on Feb 15, and PRSUs have four one-year measurement periods with vesting each Feb 15 after performance verification, creating potential periodic liquidity events around those dates .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Continuity Agreement | Double trigger required (CIC + termination without cause or for good reason); Severance multiple 2x salary+bonus for non-CEO NEOs; includes pro rata bonus, health/life insurance continuation, auto allowance continuation, profit-sharing equivalents, outplacement; no excise tax gross-up, with cutback vs best-net benefit test |
| Potential Severance – Termination Before CIC (Dec 31, 2024 basis) | $501,047 (includes equity treatment per award terms and applicable cash components) |
| Potential Severance – Termination After CIC (Dec 31, 2024 basis) | $3,494,126 (includes 2x salary+target bonus of $1,980,000; pro rata bonus $483,469; health $51,552; life insurance conversion premium $17,604; auto $30,000; profit sharing $49,688; outplacement up to $55,000; plus equity vesting per CIC rules and share price $32.31) |
| Death/Disability (Before CIC) | $445,555 (equity vesting and pro rata bonus if applicable) |
| Death/Disability (After CIC) | $1,282,237 (equity vesting plus pro rata bonus) |
| Restrictive Covenants | Confidentiality (perpetual); customer and employee non-interference while employed and for one year thereafter; CIC covenants supersede equity award covenants |
| Clawback Policies | Bonus recoupment policy and Compensation Recovery Policy aligned with SEC Section 10D and NYSE; clawback for restatements, misconduct, or errors/omissions in incentive calculations |
Multi-Year Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $400,000 | $450,000 | $512,500 |
| Stock Awards ($) | $0 | $336,169 | $472,160 |
| Non-Equity Incentive Plan ($) | $319,110 | $124,972 | $483,469 |
| Change in Pension Value/Deferred Earnings ($) | $0 (not a participant in Modified Retirement Plan) | $0 | $0 |
| All Other Compensation ($) | $23,917 | $35,474 | $39,844 |
| Total ($) | $743,027 | $946,615 | $1,507,973 |
Compensation Structure Analysis
- Shift toward equity: LTI awards include balanced TRSUs (40%) and PRSUs (60%), with PRSUs tied to ROAA relative to peers and a TSR modifier, increasing at-risk pay linkage to performance .
- Performance rigor: 2024 annual incentive metrics covered profitability (PPEPS, Operating EPS), credit quality (net charge-offs, NPAs), efficiency, and customer satisfaction; actual results yielded 109.88% of target payout for NEOs including Davis Lux .
- Governance safeguards: Double-trigger CIC, strict anti-hedging/pledging, and robust clawback policies reduce misalignment and shareholder risk .
- Peer benchmarking: Talent & Compensation Committee uses a stable 24-bank peer group to calibrate pay levels and mix; 2024 adjustments increased competitiveness via September changes to base and incentive targets .
Say-On-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 97.7% of votes cast supported executive compensation; Committee maintained consistent program design while continuing to evaluate market practices .
Equity Ownership & Alignment Details (Expanded)
| Award Type | Older Grants | Treatment Notes |
|---|---|---|
| TRSUs | 9/1/2020: 1,164 ($37,609); 9/1/2021: 1,405 ($45,396); 1/5/2023: 3,228 ($104,297); 1/4/2024: 7,993 ($258,254) | TRSUs vest 25% annually; grants from 2023 onward fully vest upon certain terminations (death/disability/good reason/no cause) |
| PRSUs | 9/1/2021: 1,422 ($45,945); 1/5/2023: 3,520 ($113,731); 1/4/2024: 7,412 target ($239,482) | PRSUs earned based on ROAA vs peer group with TSR modifier; post‑2023 awards have enhanced vesting on certain terminations and CIC at target or actual performance, with pro‑rata rules pre‑CIC |
Employment & Contracts
- No stand-alone employment agreement disclosed for Melinda Davis Lux; governed by the Change‑in‑Control Continuity Agreement and equity award terms, with auto-renewing CIC agreement and standard restrictive covenants (confidentiality, non-interference) .
Performance & Track Record
- 2024 business highlights include HQ completion, sale of manufactured housing loan portfolio, sale of FinTrust, ANB acquisition announcement, awards for customer satisfaction and trust, and multiple Greenwich awards, reflecting operational execution supporting incentive outcomes . Company operating metrics underpinning incentives include Operating EPS and Efficiency Ratio measured on an operating basis, consistent with disclosed non-GAAP reconciliation in the 10‑K .
Investment Implications
- Alignment: Strong pay-for-performance features (balanced PRSUs/TRSUs, multi-factor annual plan, TSR modifier) and anti-hedging/pledging policy support shareholder alignment; high say‑on‑pay endorsement reduces governance overhang .
- Vesting calendar: Annual Feb 15 vest dates for TRSUs and PRSUs can create periodic supply; note 2024 deferral of 2,112 vested shares partially mitigates immediate selling pressure .
- Retention & CIC: Double-trigger CIC with 2x severance multiple and comprehensive benefits creates retention but implies meaningful change-of-control economics ($3.49M as of Dec 31, 2024 basis), which can be relevant in M&A scenarios .
- Risk controls: Robust clawback and no repricing without shareholder approval, plus clear restrictive covenants, limit adverse compensation risk signals .