Richard W. Bradshaw
About Richard W. Bradshaw
Richard W. Bradshaw (age 63) is Chief Banking Officer of United Community Banks, Inc. and President of the Bank, an executive officer since 2014. He leads all commercial and retail lines of business and credit across a six‑state footprint, bringing 30+ years of banking experience, including prior leadership as Head of U.S. SBA Programs at TD Bank and President at UPS Capital Business Credit; he is a retired Commander in the U.S. Naval Reserve Intelligence Program and served five years of active duty as a Captain in the U.S. Air Force . Company performance context during 2025 includes strong loan and deposit growth with operating EPS of $0.75 in Q3 2025 (up 32% YoY) and a 27% YoY revenue increase, alongside NIM expansion to 3.58% . Bradshaw’s Q2 2025 commentary emphasized recruiting top lenders and pipeline strength, with expected loan growth acceleration into Q3 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TD Bank, N.A. | Head of U.S. SBA Programs | Not disclosed | Led SBA lending to rank 8th largest SBA lender in the U.S. |
| UPS Capital Business Credit | President | Not disclosed | Led sales and marketing for asset‑based lending, equipment leasing, SBA, and insurance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Naval Reserve Intelligence Program | Commander (retired) | Not disclosed | Military leadership credentials |
| U.S. Air Force | Captain | 5 years | Active duty service; operational discipline and leadership |
Fixed Compensation
Multi‑Year Summary Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $525,000 | $600,000 | $650,000 |
| Stock Awards ($) | – | $597,623 | $621,248 |
| Non‑Equity Incentive Plan Compensation ($) | $494,983 | $208,286 | $741,685 |
| Change in Pension Value & NQDC Earnings ($) | – | $143,094 | $66,775 |
| All Other Compensation ($) | $46,722 | $54,659 | $69,175 |
| Total ($) | $1,066,705 | $1,603,662 | $2,148,883 |
2025 Employment Agreement Minimums (effective Feb 10, 2025)
- Base salary: not less than $675,000
- Target annual cash incentive: not less than 100% of base salary
- Annual long‑term equity grant date fair value: not less than 125% of base salary
- Future LTI awards include vesting or continued vesting provisions upon retirement at or after age 67
Perquisites and Benefits
- Perquisites: limited personal use of corporate aircraft (with required reimbursements), car allowances, club dues; annual review by Compensation Committee
- 401(k) match: 100% of employee deferrals up to 5% of eligible compensation
- Deferred compensation plan available
Performance Compensation
Annual Cash Incentive (2024 Plan Design and Outcomes)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | 2024 Result |
|---|---|---|---|---|---|---|
| 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 (peer percentile) | 15% | 25th | 50th | 75th | 39th percentile | 11.70% |
| Operating Efficiency Ratio | 20% | 59.90% | 56.90% | 54.50% | 57.15% | 19.17% |
| Customer Satisfaction Rating | 15% | 95.50% | 96.50% | 97.50% | 98.69% | 22.50% |
| Total payout vs target | – | – | – | – | – | 109.88% of target |
| Bradshaw 2024 actual cash payout | – | – | – | – | – | $741,685 (109.9% of base) |
- Target bonus opportunity: 100% of base salary; threshold 50%, maximum 150% .
- Bradshaw’s target payout potential: $675,000; 2024 actual payout: $741,685 (109.9% of base) .
Long‑Term Equity Incentive (2024 Grants)
| Component | Design | Bradshaw 2024 Grant Detail |
|---|---|---|
| Time‑Based RSUs (TRSUs) | 40% of LTI; vest 25% each Feb 15, 2025–2028 (service‑based) | 8,757 TRSUs; grant date fair value $250,012 |
| Performance‑Based RSUs (PRSUs) | 60% of LTI; earned annually on ROAA vs compensation peer group (25th/50th/75th percentiles for min/target/max) with TSR modifier ±25%; each year’s earned units vest 25% on Feb 15 following the performance year, 2025–2028 | Threshold 4,876; Target 13,003; Maximum 24,381; grant date fair value $371,236 |
- 2024 PRSUs earned at a sub‑target rate and vested Feb 15, 2025; proxy footnotes indicate earned multipliers of 0.56x/0.54x for certain NEOs; Bradshaw’s specific multiplier for 2024 is not separately enumerated in excerpts provided .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 45,705 common shares; <1% of outstanding as of Feb 28, 2025 |
| Ownership guidelines | Executives: at least 2× base salary; CEO: 3× base salary; 5‑year compliance window; committee monitors compliance |
| Vested shares (2024) | 6,748 shares vested; value realized $189,999; Bradshaw deferred 1,433 shares (realized value $41,924) |
| Options outstanding | None disclosed; equity awards are RSUs (time‑ and performance‑based) |
| Pledging/hedging | Not disclosed in cited sections |
Employment Terms
| Provision | Before Change‑in‑Control | After Change‑in‑Control |
|---|---|---|
| Agreement structure | 1‑year term auto‑renewal; CIC Continuity Agreement supersedes upon CIC | Double‑trigger; initial 3‑year term auto‑renewal; two‑year protected period post‑CIC |
| Base/bonus/LTI minimums | Base ≥ $675,000; Target Bonus ≥ 100% of base; LTI grant date FV ≥ 125% of base; retirement‑age vesting features (age ≥ 67) | During protected period, comp/benefits consistent with prior 12 months |
| Severance multiple | 1.5× (base + target bonus) on termination without cause or for good reason; plus pro‑rata annual bonus and 18 months COBRA premiums | 2× of (base + average bonus over 3 prior years or target, if higher); plus prorated bonus and defined contribution plan employer contributions; not payable for cause or resignation without good reason |
| Restrictive covenants | Perpetual confidentiality and mutual non‑disparagement; customer non‑interference while employed and for 1 year after; employee non‑interference while employed and for 2 years after; non‑compete while employed and for 1 year after | |
| Clawbacks | Bonus recoupment policy and SEC/NYSE‑compliant Compensation Recovery Policy (Section 10D) |
Potential Payouts (as of Dec 31, 2024 scenarios)
| Scenario | Amount ($) |
|---|---|
| Termination without cause or for good reason before CIC | $768,841 |
| Termination without cause or for good reason after CIC | $4,892,468 |
| Death/Disability before CIC | $624,940 |
| Death/Disability after CIC | $1,738,578 |
Performance & Track Record
- Q1 2025 call: Bradshaw highlighted balanced growth, with loans and deposits each growing ~5% annualized; operating EPS $0.59 and operating ROA 1.04%; improvement in NIM and credit quality; team execution praised .
- Q2 2025 call: Bradshaw described loan closing slippage boosting Q3 pipeline, expected ~6% annualized loan growth; aggressive top‑talent recruiting across metro growth markets; announced leadership transition in Alabama/Florida with experienced C&I hires to drive trajectory .
- Q3 2025 results: EPS $0.70 GAAP/$0.75 operating; ROA 1.29% GAAP/1.33% operating; NIM 3.58%; 27% YoY revenue growth; improved efficiency and tangible book value per share .
Compensation Committee Analysis
- Committee used Aon peer compensation analysis to set 2024 LTI targets; performance‑based equity capped at 150% of target before TSR modifier; TSR modifier ±25% relative to peer group .
- Time‑based 40% and performance‑based 60% LTI design consistent with 2023; PRSUs based on ROAA relative to peers (25th/50th/75th percentile thresholds/target/maximum) .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2025 Say‑on‑Pay advisory vote | For: 94,761,518; Against: 2,948,677; Abstain: 96,133; Broker non‑votes: 9,547,883 |
| Approval rate (For / votes cast) | ~96.9% (based on 97,806,328 votes cast) |
| Frequency vote | One year: 91,540,522; Two years: 64,553; Three years: 6,116,865; Abstain: 84,388; Company will continue annual votes |
Risk Indicators & Red Flags
- Clawback policies in place (bonus recoupment and SEC/NYSE compliance) .
- No options repricing/modification disclosed; LTI delivered via RSUs .
- No pledging or related‑party transactions disclosed in cited sections; beneficial ownership <1% .
- Strong say‑on‑pay approval (~96.9%) reduces governance risk on compensation .
Equity Ownership & Alignment (Detail)
| Category | Quantity/Terms |
|---|---|
| Shares beneficially owned (common) | 45,705; <1% of class as of Feb 28, 2025 |
| 2024 RSU vesting realized | 6,748 shares; $189,999 value; 1,433 shares deferred (value $41,924) |
| Ownership guideline | ≥2× base salary for executive officers; 5 years to achieve; monitored by committee |
| 2024 TRSU/PRSUs granted | TRSUs: 8,757; PRSUs target: 13,003 (thresh 4,876; max 24,381); vesting Feb 15 annually 2025–2028 |
Investment Implications
- Pay‑for‑performance alignment: Cash bonus metrics map directly to profitability, efficiency, credit quality, and customer satisfaction; 2024 payout at 109.88% of target indicates performance above target on a balanced scorecard .
- Retention risk: Employment agreement minimums and severance economics (1.5× pre‑CIC; 2× post‑CIC double‑trigger) plus age‑67 vesting features provide strong retention and continuity incentives; restrictive covenants add post‑termination protection .
- Insider selling pressure: Equity is primarily RSUs with multi‑year vesting and annual PRSU earn‑and‑vest cadence; no options and no pledging disclosed in cited sections—reduces near‑term selling pressure signals beyond normal vest settlement .
- Alignment: Beneficial ownership and stock ownership guidelines (≥2× salary) support alignment; performance‑based equity tied to ROAA relative to peers with TSR modifier syncs long‑term incentives to shareholder value creation .
- Execution posture: Bradshaw’s focus on top‑talent recruitment and loan growth pipeline appears consistent with 2025 margin/ROA improvements and revenue growth, supportive for sustained operating leverage; monitor PRSU earn‑rates versus peers to gauge incentive realization trend .