Robert A. Edwards
About Robert A. Edwards
Robert A. “Rob” Edwards (age 60) is Chief Risk Officer of United Community Banks, Inc. (UCB), serving since 2015, with 25+ years in financial services including Executive Credit Officer (Credit Policy and Risk Reporting & Analytics) at TD Bank, N.A., and Chief Credit Officer at The South Financial Group (TSFG) . UCB’s 2024 performance context for incentive alignment: company TSR since 2019 equated to $122 vs $112 for the KBW Nasdaq Regional Banking Index, net income $252 million, and Return on Average Assets (ROAA) of 1.09% . Edwards is subject to robust ownership guidelines (2× base salary), anti-hedging and anti-pledging policies, and clawback regimes for incentive compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TD Bank, N.A. | Executive Credit Officer—Credit Policy and Risk Reporting & Analytics | Pre-2015 | Enterprise credit policy, risk reporting and analytics leadership in large bank context |
| The South Financial Group (TSFG) | Chief Credit Officer | Pre-2015 | Chief credit risk leadership, portfolio oversight at regional bank; experience navigating stressed cycles |
External Roles
No public company board roles or external directorships disclosed for Edwards .
Fixed Compensation
| Metric | 2023 | Jan 1, 2024 | Sept 1, 2024 |
|---|---|---|---|
| Base Salary (USD) | $450,000 | $465,000 | $500,000 |
Performance Compensation
| Component | Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Result/Payout Basis |
|---|---|---|---|---|---|---|---|
| Annual Cash Incentive (MIP) | Pre-Tax, Pre-Provision EPS | 20.0% | $3.10 | $3.44 | $3.72 | $3.43 | 19.71% contribution |
| Annual Cash Incentive (MIP) | Operating EPS | 15.0% | $1.95 | $2.17 | $2.34 | $2.30 | 20.73% contribution |
| Annual Cash Incentive (MIP) | Net Charge-Offs / Avg Loans | 15.0% | 0.34% | 0.28% | 0.21% | 0.27% | 16.07% contribution |
| Annual Cash Incentive (MIP) | NPAs / Total Assets (peer percentile) | 15.0% | 25th | 50th | 75th | 39th percentile | 11.70% contribution |
| Annual Cash Incentive (MIP) | Operating Efficiency Ratio | 20.0% | 59.90% | 56.90% | 54.50% | 57.15% | 19.17% contribution |
| Annual Cash Incentive (MIP) | Customer Satisfaction Rating | 15.0% | 95.50% | 96.50% | 97.50% | 98.69% | 22.50% contribution |
| Annual Cash Incentive | 2024 Payout vs Target | — | — | — | — | 109.88% of target | Committee-determined payout |
| Edwards—Cash Bonus | Target (% of base) | — | — | 60.0% | — | — | $300,000 target |
| Edwards—Cash Bonus | Actual 2024 | — | — | — | — | $329,638 (65.9% of base) | Paid per 109.88% factor |
| Long-Term Equity | Structure | — | — | 40% time-based RSUs; 60% performance RSUs | Max 150% on PRSU before ±25% TSR modifier | Four 1-year ROAA relative periods with TSR modifier | Committee verification |
2024 equity grant specifics for Edwards:
- TRSUs: 4,886 units granted Jan 4, 2024; grant date fair value $139,495; vests 25% each Feb 15, 2025–2028 .
- PRSUs: Target 7,256 units; threshold 2,721; max 13,605; grant date fair value $207,159; earned annually on ROAA vs peer with TSR ±25% modifier; vest Feb 15, 2025–2028 upon annual achievements .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership—Common | 48,826 shares |
| Shares Outstanding (for % calc) | 119,488,323 as of Feb 28, 2025 |
| Ownership % of Common | ~0.0409% (48,826 ÷ 119,488,323) |
| Options Outstanding | None (no NEO options outstanding at FY-end) |
| Unvested TRSUs (Edwards) | 1,379 (9/1/2020), 1,606 (9/1/2021), 3,228 (1/5/2023), 5,868 (1/4/2024); market values $44,555, $51,890, $104,297, $189,595 respectively at 12/31/2024 |
| PRSUs—Unearned (Edwards) | 1,625 (9/1/2021), 3,520 (1/5/2023), 5,442 (1/4/2024); payout values $52,504, $113,731, $175,831 at 12/31/2024 (assumes target or earned fractions per plan notes) |
| RSU Vesting Cadence | Annual 25% on Feb 15 for TRSUs; PRSUs determined annually based on ROAA vs peer; TSR modifier ±25% |
| Stock Ownership Guidelines | Exec officers at 2× base salary; acquire within 5 years; must hold 100% of net-after-tax vested shares until target met |
| Hedging/Pledging | Prohibited; no margin accounts or derivatives; pledging UCB stock prohibited |
| Deferred Compensation—Company Contributions (2024) | $6,510; aggregate balance $84,052 at 12/31/2024 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Continuity Agreement | Double-trigger (CoC + termination without cause or for good reason); initial 3-year term auto-renews annually; protections effective for 2-year “Protected Period” post-CoC |
| Severance Multiple | 2× for all NEOs other than CEO (CEO 3×) |
| Benefits Under CoC Termination (Edwards) | Pro-rata bonus for year of termination ($329,638), 2× (base + target bonus) = $1,600,000, 24 months health ($42,144), 24 months life insurance conversion ($22,683), auto allowance 24 months ($24,000), two years profit-sharing contributions ($47,520), outplacement up to $50,000, plus accelerated/unvested equity as applicable |
| Termination Without Cause/Good Reason—Before CoC (Edwards) | Total illustrative value $484,020 at 12/31/2024 (primarily unvested equity) |
| Termination Without Cause/Good Reason—After CoC (Edwards) | Total illustrative value $2,827,936 at 12/31/2024 (includes cash severance, benefits, equity) |
| Death/Disability—Before CoC (Edwards) | $390,337 illustrative value |
| Death/Disability—After CoC (Edwards) | $952,672 illustrative value |
| Restrictive Covenants | Confidentiality (perpetual); non-compete and non-solicit during employment and for one year post-employment; non-interference with employees/customers |
| Clawbacks | Bonus recoupment policy (restatements/misconduct); SEC/NYSE-compliant recovery policy under Exchange Act Section 10D |
| Tax Gross-ups | No excise-tax gross-ups; payments may be cut to avoid 280G unless better after-tax outcome with full payments |
Multi-Year Compensation Summary (Selected)
| Year | Salary (USD) | Stock Awards (USD) | Non-Equity Incentive (USD) | Change in Pension Value (USD) | All Other Comp (USD) | Total (USD) |
|---|---|---|---|---|---|---|
| 2024 | $482,500 | $346,654 | $329,638 | $42,678 | $35,760 | $1,237,230 |
| 2023 | $450,000 | $336,169 | $124,972 | $109,927 | $34,806 | $1,055,874 |
| 2022 | $425,000 | — | $369,878 | — | $34,322 | $829,200 |
Grant of Plan-Based Awards (2024)
| Type | Threshold | Target | Maximum | Units (Target) | Grant Date Fair Value |
|---|---|---|---|---|---|
| Cash Incentive (USD) | $150,000 | $300,000 | $450,000 | — | — |
| PRSUs | 2,721 units | 7,256 units | 13,605 units | 7,256 | $207,159 |
| TRSUs | — | — | — | 4,886 units | $139,495 |
Outstanding Equity Awards at FY-End (12/31/2024) — Edwards
| Grant Date | Unvested TRSUs (#) | Market Value (USD) | Unearned PRSUs (#) | Payout Value (USD) |
|---|---|---|---|---|
| 9/1/2020 | 1,379 | $44,555 | — | — |
| 9/1/2021 | 1,606 | $51,890 | 1,625 | $52,504 |
| 1/5/2023 | 3,228 | $104,297 | 3,520 | $113,731 |
| 1/4/2024 | 5,868 | $189,595 | 5,442 | $175,831 |
Notes: Values computed using 12/31/2024 closing price; PRSUs vest upon annual ROAA-relative achievement with TSR modifier; certain PRSUs tied to 2024 performance vested Feb 15, 2025 per plan footnotes .
Pension and Deferred Compensation
- Modified Retirement Plan: Edwards—9.9 years credited service; present value $654,183 at FY-end 2024 . Vests at age 55 with five years’ service; change-in-control provisions accelerate vesting as defined .
- Deferred Compensation Plan: Company contributions $6,510 in 2024; aggregate balance $84,052 at 12/31/2024; fully vested in company contributions based on years of service; CoC fully vests company contribution accounts .
Compensation Peer Group and Pay Governance
- 2024 Compensation peer group (for 2024/2025 decisions) includes regional banks such as Cadence, SouthState, Synovus, Pinnacle and others (unchanged from prior year) .
- Long-term PRSU performance measured on ROAA relative to peer group; maximum payout 150% pre-TSR modifier; TSR modifier up to ±25% .
- Say-on-Pay 2024 approval: 97.7% support .
Investment Implications
- Alignment: Significant at-risk pay via PRSUs tied to ROAA and TSR, with TRSU retention. Annual bonus metrics emphasize earnings quality, credit losses, asset quality, efficiency, and customer satisfaction—favorable for conservative risk posture .
- Selling pressure: RSU vesting occurs each Feb 15 for major grants; monitor Form 4 filings around mid-February for potential insider selling related to tax-withholding or diversification; options are not a factor (none outstanding) .
- Ownership/pledging: Direct ownership is modest (~0.041%), but anti-pledging and required 2× salary stock ownership guard alignment; compliance is monitored by the committee (status not disclosed) .
- Retention risk: Double-trigger CoC protections (2× cash severance plus benefits and equity) reduce flight risk; the auto-renewing continuity agreement and clear restrictive covenants further stabilize tenure .
- Red flags: No excise-tax gross-ups; clawback policies in place; no option repricing; hedging/pledging prohibited—overall governance posture mitigates typical compensation red flags .