Thomas A. Richlovsky
About Thomas A. Richlovsky
Thomas A. Richlovsky (age 73) is Lead Director of United Community Banks, Inc. (UCB) and an independent director since 2012. A certified public accountant and designated Audit Committee financial expert, he previously served as CFO, Treasurer, and Principal Accounting Officer of National City Corporation, later becoming Executive Vice President at PNC following its acquisition of National City, and began his career as an auditor at Ernst & Ernst. He holds a summa cum laude degree from Cleveland State University and completed graduate studies at the Stonier Graduate School of Banking at Rutgers University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Ernst (predecessor to Ernst & Young) | Auditor | Began 1973 | Foundation in accounting/auditing; CPA credential |
| National City Corporation | CFO, Treasurer, Principal Accounting Officer; senior finance roles | ~30 years (to Dec 2008) | Grew from ~$5B to ~$150B assets; extensive finance/treasury oversight |
| PNC Financial Services Group | Executive Vice President | 2008–2011 | Assisted integration of National City; managed finance group functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various educational and not-for-profit organizations | Board member | Current | Ongoing community and educational governance service |
Board Governance
- Role: Lead Director; committees—Audit (member), Executive (member), Nominating & Corporate Governance (member) .
- Independence: Affirmed independent under NYSE and UCB guidelines .
- Audit Committee financial expert: Designated by the Board .
- Attendance: Board met 7 times in 2024; all directors attended at least 75% of aggregate meetings and attended the 2024 annual meeting .
- Lead Director responsibilities: Sets agendas with CEO and committee chairs; attends all committee meetings; leads executive sessions; coordinates annual retreat content .
- Committee meeting cadence (2024): Audit (8), Executive (4), Nominating & Corporate Governance (4) .
- Board leadership structure: Combined CEO/Chairman with engaged Lead Director; Board conducts executive sessions of independent directors at each regular Board meeting .
Fixed Compensation
| Name | 2024 Fees Earned (Cash $) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Thomas A. Richlovsky | 113,334 | 65,006 | 178,340 |
Director fee schedule changes (effective dates and amounts):
| Component | Jan 1, 2024 ($) | Sept 1, 2024 ($) |
|---|---|---|
| Board Directorship (cash) | 50,000 | 60,000 |
| Lead Director (cash) | 25,000 | 35,000 |
| Audit – Chair / Member (cash) | 15,000 / 10,000 | 20,000 / 12,500 |
| Risk – Chair / Member (cash) | 12,500 / 10,000 | 20,000 / 12,500 |
| Nominating & Corp Gov – Chair / Member (cash) | 10,000 / 7,500 | 15,000 / 8,750 |
| Talent & Compensation – Chair / Member (cash) | 10,000 / 7,500 | 15,000 / 8,750 |
| Executive – Member (cash) | 7,500 | 8,750 |
| Equity – Board membership | 65,000 | 75,000 |
Notes:
- Compensation reviewed against a peer group by independent consultant Aon; 2024 increases aligned compensation toward peer 50th percentile .
Performance Compensation
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-based RSUs (annual director grant) | May 15, 2024 | 2,413 | 65,006 (at $26.94 per share) | Vest the day before the 2025 annual meeting |
- Director equity is time-based; no director performance metrics (no options, PSUs) are disclosed for directors .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | 0 |
| Compensation committee interlocks | None disclosed; no executive officer/director interlocks requiring disclosure |
| Related-party transactions | None involving Richlovsky; only Wilkins/NMRS engagement evaluated and found independent (Wilkins performed no legal work, no compensation tied) |
Expertise & Qualifications
- Financial/accounting expertise; meets SEC definition of Audit Committee financial expert; CPA .
- Senior corporate finance, capital management, risk management, regulatory/political experience, corporate governance, banking industry expertise per Board matrix; leadership and strategic planning credentials .
- Lead Director experience with high engagement in agenda setting, executive sessions, CEO evaluation coordination .
Equity Ownership
| Security | Beneficially Owned (#) | Percent of Class | Notes |
|---|---|---|---|
| UCB Common Stock | 33,116 | ~0.0277% (33,116 / 119,488,323) | Held via Thomas Andrew Richlovsky Trust dated Sept 24, 1998 |
| Series I Preferred Stock | 4 | <1% |
Additional alignment measures:
- Director ownership guideline: ≥3x annual base cash retainer; directors must retain 100% of post-tax vested shares until guideline met .
- Anti-hedging and no-pledging policy for directors and employees (no margin accounts, hedging, or pledging allowed) .
Governance Assessment
- Board effectiveness: Lead Director role is robust—regular engagement with CEO, committee chairs, agenda-setting, and leading executive sessions—supporting independent oversight .
- Independence & conflicts: Independent; no related-party transactions involving Richlovsky; independence rigor confirmed for all committee memberships .
- Attendance & engagement: Meets attendance expectations; Board and committees conduct annual self-evaluations facilitated by an external consultant; continuing education and annual retreat enhance oversight quality .
- Compensation alignment: Mix of cash and time-based RSUs aligns director interests with shareholders; periodic benchmarking by Aon; 2024 adjustments maintain market competitiveness without performance-linked equity that could bias short-term decisions .
- RED FLAGS: None disclosed specific to Richlovsky. Company-wide policies prohibit hedging/pledging, employ clawbacks (executive compensation), and reported no director-related party transactions tied to him—reducing alignment and conflict risks .
- Say-on-pay signal: Strong shareholder support for executive compensation (97.7–98% approval in 2024), indicating confidence in governance and pay practices, indirectly reflecting oversight quality by the Board (including Lead Director) .