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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☑
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Definitive Proxy Statement
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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SYNOVUS FINANCIAL CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Kessel D. Stelling
Chairman and Chief Executive Officer
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Elizabeth W. Camp
Lead Director
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1.
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To elect as directors the 13 nominees named in this Proxy Statement;
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2.
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To approve the Synovus Financial Corp. 2021 Employee Stock Purchase Plan;
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3.
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To approve the Synovus Financial Corp. 2021 Director Stock Purchase Plan;
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4.
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To approve the Synovus Financial Corp. 2021 Omnibus Plan;
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5.
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To hold an advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee;
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6.
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To ratify the appointment of KPMG LLP as Synovus’ independent auditor for the year 2021; and
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7.
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To transact such other business as may properly come before the meeting and any adjournment thereof.
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1.
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Call 1-800-690-6903 and follow the recorded instructions. You will need to enter the 16-digit control number that appears on your proxy card;
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2.
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Visit www.proxyvote.com and enter the 16-digit control number that appears on your proxy card;
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3.
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Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope provided; or
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4.
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Vote at the meeting by visiting www.virtualshareholdermeeting.com/SNV2021 and entering the 16-digit control number that appears on your proxy card, your Notice of Internet Availability or the instructions included with your proxy materials.
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Time and Date: 10:00 a.m. on Wednesday, April 21, 2021
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Location: Virtual format only via www.virtualshareholdermeeting.com/SNV2021
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Record Date: February 18, 2021
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Voting: Shareholders as of the record date are entitled to vote
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Call 1-800-690-6903 and follow the recorded instructions. You will need to enter the 16-digit control number that appears on your proxy card;
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Visit www.proxyvote.com and enter the 16-digit control number that appears on your proxy card;
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Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope provided; or
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Vote at the meeting by visiting www.virtualshareholdermeeting.com/SNV2021 and entering the 16-digit control number that appears on your proxy card, your Notice of Internet Availability or the instructions included with your proxy materials.
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If you were a shareholder of record as of February 18, 2021, or if you hold a legal proxy or broker’s proxy card for Synovus’ 2021 Annual Meeting of Shareholders, or Annual Meeting, provided by your bank, broker, or nominee, you can attend, vote and submit questions at the Annual Meeting. To attend and participate in the Annual Meeting as a shareholder, go to www.virtualshareholdermeeting.com/SNV2021 and, when prompted, enter the 16-digit control number that appears on your proxy card, your Notice of Internet Availability or the instructions included with your proxy materials. Once you are admitted to the meeting as a shareholder, you may vote during the Annual Meeting and also submit questions by following the instructions available on the virtual meeting website during the meeting. We encourage you to log into this website and access the virtual meeting at least 15 minutes before the start of the meeting.
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Those without a 16-digit control number may attend the 2021 Annual Meeting as guests, but they will not have the option to vote shares or submit questions during the virtual meeting. Go to www.virtualshareholdermeeting.com/SNV2021 and, when prompted, register as a guest in order to listen to the meeting.
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Election of 13 directors;
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Approval of the Synovus Financial Corp. 2021 Employee Stock Purchase Plan;
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Approval of the Synovus Financial Corp. 2021 Director Stock Purchase Plan;
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Approval of the Synovus Financial Corp. 2021 Omnibus Plan;
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Advisory vote on the compensation of our named executive officers as determined by the Compensation Committee;
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Ratification of KPMG LLP, or KPMG, as our independent auditor for the year 2021; and
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Transaction of such other business as may properly come before the meeting.
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— 2021 Proxy Statement
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1
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Matter
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Board
Vote Recommendation
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Page Reference
(for more information)
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Election of 13 directors
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FOR each director nominee
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Page 21
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Approval of the Synovus Financial Corp. 2021 Employee Stock Purchase Plan
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FOR
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Page 27
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Approval of the Synovus Financial Corp. 2021 Director Stock Purchase Plan
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FOR
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Page 30
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Approval of the Synovus Financial Corp. 2021 Omnibus Plan
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FOR
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Page 33
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Approval of the advisory vote on the compensation of our named executive officers as determined by the Compensation Committee
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FOR
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Page 38
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Ratification of KPMG as our independent auditor for the year 2021
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FOR
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Page 39
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2
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— 2021 Proxy Statement
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(1)
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For a reconciliation of the foregoing non-GAAP financial measures, please refer to Appendix E of this Proxy Statement.
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Neither Kessel D. Stelling, our Chief Executive Officer, nor any of our named executive officers received a base salary increase in 2020, with one exception that took place prior to the outbreak of the pandemic. Robert W. Derrick, our Chief Credit Officer, received a 13.8% base salary increase, effective February 9, 2020, based upon market comparisons and his increased responsibilities. While the Compensation Committee reviewed market comparisons and recognized that some cash salaries were below the market median, there were no other base salary increases due to the uncertain economic conditions in 2020, consistent with other team members at Synovus who generally did not receive base salary increases in 2020.
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We continued to offer a cash-based annual incentive plan in 2020. Consistent with prior years, our annual incentive plan included formulaic performance goals as well as several qualitative factors based on our strategic priorities that may result in discretionary adjustments.
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The following chart summarizes the provisions of our short-term award incentive plan for 2020:
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Form
of Award
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Payout Formula
Measures
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Qualitative
Adjustment
Factors
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Payout
Range
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Cash
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Adjusted EPS (60%), Adjusted Revenue (20%), Adjusted Tangible Efficiency Ratio (20%)
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Quality of Financial Results, Strategic Initiatives, External Factors, Regulatory Compliance, Risk Management, Total Shareholder Return and Individual Performance
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0% to 150% of Target
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Our 2020 financial results under the formulaic component of the annual incentive plan resulted in a preliminary payout of 50.85% of target. The Compensation Committee reviewed the qualitative factors it had previously approved, as well as supplemental financial analyses designed to measure the Company’s 2020 performance while accounting for plan variances related to the recessionary economic conditions. These supplemental analyses resulted in payouts that would have been at or significantly above target. After review and consideration of the qualitative factors and supplemental analyses, the Compensation Committee approved payouts at 90% of target for the named executive officers.
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— 2021 Proxy Statement
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3
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Our long-term incentive program for executive officers is comprised of two equity vehicles which link our executives’ compensation to performance results: Performance stock units, or PSUs, and restricted stock units, or RSUs. The following chart summarizes the key provisions of our long-term grants made in 2020:
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Form
of Award
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Vesting
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Payout
Features
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PSUs (60% of award value)
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100% after 3 years
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Payouts from 0% to 150% of target based upon Weighted Return on Average Tangible Common Equity and Relative Total Shareholder Return
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RSUs (40% of award value)
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⅓ per year over 3 years (33⅓% per year)
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Time-based vesting based upon continued employment with Synovus
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Because of our stock ownership guidelines and “hold until retirement” requirements, executive officers hold a significant amount of Synovus common stock, further aligning their interests with shareholders’ interests.
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Because the economic conditions that were built into our performance measures under our long-term incentive awards for the 2018-2020 performance period did not anticipate the impact of the pandemic, we did not meet the performance thresholds for the PSUs that were granted in 2018 and all shares were forfeited.
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4
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— 2021 Proxy Statement
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(1)
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FOR the election of each of the 13 director nominees named in this Proxy Statement;
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(2)
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FOR the approval of Synovus’ 2021 Employee Stock Purchase Plan;
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(3)
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FOR the approval of Synovus’ 2021 Director Stock Purchase Plan;
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(4)
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FOR the approval of Synovus’ 2021 Omnibus Plan;
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(5)
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FOR the approval of the advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee; and
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(6)
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FOR the ratification of the appointment of KPMG as Synovus’ independent auditor for the year 2021.
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— 2021 Proxy Statement
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5
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6
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— 2021 Proxy Statement
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— 2021 Proxy Statement
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7
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Annual elections of all directors;
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Majority voting for director elections;
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On-going focus on Board refreshment, with 6 of our 13 nominees first elected or nominated to our Board within the last 5 years and 10 of our 13 nominees first elected or nominated to our Board within the last 10 years;
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23% of our directors are women and 23% of our directors are persons of color;
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One vote per share voting structure;
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An independent Lead Director;
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Audit, Compensation, Risk and Corporate Governance and Nominating Committees comprised entirely of independent directors;
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Robust risk oversight by the full Board and all Board committees;
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Board focus on strategic planning and direction, with oversight and guidance of Synovus’ long-term strategy within approved risk appetite parameters;
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Periodic and regular rotation of Board committee leadership and composition;
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Open and transparent shareholder engagement, with involvement from Synovus’ Lead Director and other independent directors as appropriate;
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Frequent and comprehensive education programs to keep directors apprised of such evolving issues as business and banking trends; risks and compliance issues; laws, regulations and requirements applicable to Synovus and to the banking industry generally; and corporate governance best practices;
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Policies prohibiting the hedging, pledging and short sale of shares of Synovus stock by directors and executive officers;
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Regular and robust Board and committee self-evaluations, facilitated by an independent third party for three of the last five years;
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Mandatory retirement of our directors upon attaining the later of age 72 or 7 years of Board service (but in no event later than age 75);
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Executive compensation driven by a pay-for-performance policy;
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Meaningful stock ownership guidelines for Board members and executive officers;
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Adoption of a clawback policy for incentive compensation paid to Synovus’ executive officers; and
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Share retention/“hold until retirement” policy for executive officers.
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8
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— 2021 Proxy Statement
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Audit
Committee
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Corporate
Governance
and
Nominating
Committee
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Compensation
Committee
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Risk
Committee
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Executive
Committee
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Tim E. Bentsen
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Kevin S. Blair
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F. Dixon Brooke, Jr.
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Stephen T. Butler
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Elizabeth W. Camp
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Pedro Cherry
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Diana M. Murphy
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Harris Pastides
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Joseph J. Prochaska, Jr.
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John L. Stallworth
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Kessel D. Stelling
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Barry L. Storey
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Teresa White
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Chairperson
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Member
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— 2021 Proxy Statement
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9
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Monitoring the integrity of Synovus’ financial statements, Synovus’ systems of internal controls and Synovus’ compliance with regulatory and legal requirements;
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Overseeing the risks relating to financial reporting, litigation, credit, capital adequacy and related matters;
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Reviewing and discussing with Synovus’ management and the independent auditor Synovus’ financial statements and related information, including non-GAAP financial information, and other disclosures included in Synovus’ earnings releases and quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC;
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Monitoring the independence, qualifications and performance of Synovus’ independent auditor and internal audit function; and
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Providing an avenue of communication among the independent auditor, management, internal audit and the Board of Directors.
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Identifying qualified individuals to become Board members;
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Recommending to the Board the director nominees for each annual meeting of shareholders and director nominees to be elected by the Board to fill interim director vacancies;
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Recommending to the Board the leadership structure of the Board and the composition and leadership of Board committees;
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Overseeing the annual review and evaluation of the performance of the Board and its committees;
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Developing and recommending to the Board updates to our corporate governance documents;
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Reviewing and assessing shareholders’ feedback related to our governance practices and shareholder engagement process; and
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Overseeing the Company’s ESG strategy, initiatives and policies.
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Approving and overseeing Synovus’ executive compensation program;
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Reviewing and approving annual corporate goals and objectives for the Chief Executive Officer’s compensation, evaluating the CEO’s performance in light of those goals and objectives, and determining the CEO’s compensation level based on such evaluation;
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Approving non-CEO executive officer compensation, including base salary amounts and short-term and long-term compensation;
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Overseeing all compensation and benefit programs in which employees and officers of Synovus are eligible to participate;
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Reviewing Synovus’ incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and reviewing and discussing, at least annually, the relationship between risk management and incentive compensation;
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Developing and recommending to the Board compensation for non-employee directors;
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Monitoring and reviewing the talent management and succession planning processes for the CEO and Synovus’ other key executives; and
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Providing oversight of Synovus’ broader talent management and diversity, equity and inclusion processes.
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Provide ongoing recommendations regarding executive and director compensation consistent with Synovus’ business needs, pay philosophy, market trends and the latest legal and regulatory considerations;
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Provide market data for base salary, short-term incentive and long-term incentive decisions; and
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Advise the Compensation Committee as to best practices and market developments.
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10
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— 2021 Proxy Statement
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Monitoring and reviewing the enterprise risk management and compliance framework policies and processes;
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Monitoring and reviewing emerging risks and the adequacy of risk management and compliance functions;
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Monitoring the independence and authority of the enterprise risk management function and reviewing the qualifications and background of the Chief Risk Officer and other senior risk officers; and
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Providing recommendations to the Board in order to effectively manage risks.
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— 2021 Proxy Statement
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11
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12
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— 2021 Proxy Statement
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Our Board is actively engaged in the oversight of Synovus’ information security risk management and cybersecurity programs. The Risk Committee receives quarterly updates from the Company’s Chief Information Security Officer on our information security and cyber risk strategy, cyber defense initiatives, cyber event preparedness, and cybersecurity risk assessments. The Risk Committee annually approves the Company’s information security program. In addition to an annual report on these issues with the full Board, the Board consults, from time to time and on a regular basis, with outside parties with an expertise in cybersecurity.
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Synovus follows widely accepted cybersecurity policies and best practices to define and measure our security program. We are externally audited on an annual basis and certified on information security standards, including System and Organizational Controls (SOC) and Payment Card Industry Data Security Standard (PCI DSS). Our program is reviewed on a periodic basis against the Federal Financial Institutions Examination Council's (FFIEC) Cybersecurity Assessment Tool and the National Institute of Standards and Technology Cybersecurity Framework in order to measure our cybersecurity preparedness, evaluate whether cybersecurity preparedness is aligned with risks, determine risk management practices and controls that are needed or need enhancement and to inform our risk management strategies.
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We engage and retain independent third-parties to review and assess our information security program, and these updates are reviewed with the Risk Committee and executive leadership. We keep computer forensics, legal, and security firms on retainer in case of a cyber breach event. We engage independent third-parties to perform annual penetration tests against our network.
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We employ a risk management framework to identify, assess, monitor, and test cyber risk and controls. This formal process of risk assessment, risk treatment, risk acceptance, communication, consultation, monitoring and review is designed in accordance with the ISO 27005 Standard.
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We perform comprehensive due diligence and ongoing oversight of third-party relationships, including vendors.
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We are members of financial sector organizations, including the Financial Services Information Sharing and Analysis Center (FS-ISAC), which facilitates the sharing of cyber and physical threat, vulnerability, and incident information for the good of the membership.
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Our information security program employs a wide variety of technologies that are intended to secure our operations and proprietary information. This in-depth defense strategy focuses on protecting our networks, systems, data, and facilities from attacks or unauthorized access. We have a dedicated Cybersecurity Fusion Center for monitoring and responding to cyber events.
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We make ongoing investments in developing and enhancing our security processes and controls and in maintaining our technology infrastructure.
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Synovus has a Business Continuity/Disaster Recovery program in place which is tested on a regular basis. Our Incident Response program is tested regularly, including independent third-party review and assessments.
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We provide annual education and training to our Board on cybersecurity risks and awareness. We have a robust program of education for our team members on cybersecurity and social engineering to mitigate risk including required annual training, quarterly training on critical topics and bimonthly security awareness communications. We conduct exercises to test their effectiveness on a monthly basis throughout the year.
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We maintain a risk management insurance policy related to our cybersecurity and information security risks which is intended to defray the costs and losses of any related loss.
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— 2021 Proxy Statement
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13
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Chairman of the Board and Chief Executive Officer;
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An independent Lead Director;
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Committees chaired by independent directors; and
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Active engagement by all directors.
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Working with the Chairman of the Board, Board and Corporate Secretary to set the agenda for Board meetings;
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Calling meetings of the independent and non-management directors, as needed;
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Ensuring Board leadership in times of crisis;
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Developing the agenda for and chairing executive sessions of the independent directors and executive sessions of the non-management directors;
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Acting as liaison between the independent directors and the Chairman of the Board on matters raised in such executive sessions;
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Chairing Board meetings when the Chairman of the Board is not in attendance;
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Attending meetings of the committees of the Board, as necessary or at his/her discretion, and communicating regularly with the Chairs of the principal standing committees of the Board;
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Working with the Chairman of the Board to ensure the conduct of Board meetings provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to Board members on a timely basis;
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Performing such other duties as may be requested from time-to-time by the Board, the independent directors or the Chairman of the Board; and
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Being available, upon request, for consultation and direct communication with major shareholders.
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14
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— 2021 Proxy Statement
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The extent of the director’s/potential director’s educational, business, non-profit or professional acumen and experience;
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Whether the director/potential director assists in achieving a mix of Board members that represents a diversity of background, perspective and experience, including with respect to age, gender, race, place of residence and specialized experience;
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Whether the director/potential director meets the independence requirements of the listing standards of the NYSE and the Board’s director independence standards;
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Whether the director/potential director has the financial acumen or other professional, educational or business experience relevant to an understanding of Synovus’ business;
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Whether the director/potential director would be considered a “financial expert” or “financially literate” as defined in the listing standards of the NYSE or applicable law;
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Whether the director/potential director, by virtue of particular technical expertise, experience or specialized skill relevant to Synovus’ current or future business, will add specific value as a Board member; and
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Whether the director/potential director possesses a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust.
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— 2021 Proxy Statement
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15
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by writing the Board of Directors, Synovus Financial Corp., c/o General Counsel’s Office, 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901;
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•
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by telephone: (706) 644-2748; and
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by email to synovusboardofdirectors@synovus.com.
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Virtual meetings with our larger institutional shareholders;
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In-person and virtual meetings with certain large institutional shareholders, with participation by our Lead Director and Chair of the Compensation Committee and certain other members of our Board as appropriate;
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Responses to institutional and retail shareholder correspondence and inquiries;
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•
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Engagement with proxy advisory services such as Glass Lewis and ISS;
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Attendance and participation at approximately six industry conferences each year;
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In-person and telephonic meetings with rating agencies including Standard & Poor’s, Fitch, and Moody’s;
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Regular engagement with sell-side analysts who cover Synovus to reinforce key themes related to our business strategy and financial performance. This communication helps to ensure that written reports about Synovus, including earnings projections, are reasonable and consistent with our stated objectives; and
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Approximately six non-deal road shows in various geographies each year.
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16
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— 2021 Proxy Statement
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— 2021 Proxy Statement
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17
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18
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— 2021 Proxy Statement
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•
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Audit Committee and Risk Committee members receiving an additional cash retainer of $15,000 (with the Chairpersons of these committees also receiving an additional cash retainer of $15,000);
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Compensation Committee and Corporate Governance and Nominating Committee members receiving an additional cash retainer of $10,000 (with the Chairpersons of these committees also receiving an additional cash retainer of $10,000); and
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•
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the Lead Director receiving an additional cash retainer of $25,000.
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— 2021 Proxy Statement
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19
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Name**
|
| |
Fees Earned or
Paid in Cash ($)(1)
|
| |
Stock
Awards ($)(2)
|
| |
All Other
Compensation ($)
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| |
Total ($)
|
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Tim E. Bentsen
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| |
$105,000
|
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$85,000
|
| |
$3,000(3)
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| |
$193,000
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F. Dixon Brooke, Jr.
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80,000
|
| |
85,000
|
| |
7,000(3)(4)
|
| |
172,000
|
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Stephen T. Butler
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| |
75,000
|
| |
85,000
|
| |
7,800(3)(4)
|
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167,800
|
|
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Elizabeth W. Camp
|
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115,000
|
| |
85,000
|
| |
1,500(3)
|
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201,500
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Pedro Cherry
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| |
41,722
|
| |
—
|
| |
8,700(3)(4)
|
| |
50,422
|
|
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Diana M. Murphy
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80,000
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| |
85,000
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| |
3,000(3)
|
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168,000
|
|
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Harris Pastides
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95,000
|
| |
85,000
|
| |
14,550(3)(4)
|
| |
194,550
|
|
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Joseph J. Prochaska, Jr.
|
| |
110,000
|
| |
85,000
|
| |
—
|
| |
195,000
|
|
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John L. Stallworth
|
| |
80,000
|
| |
85,000
|
| |
3,400(3)(4)
|
| |
168,400
|
|
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Barry L. Storey
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| |
75,000
|
| |
85,000
|
| |
7,025(4)
|
| |
167,025
|
|
|
Teresa White
|
| |
80,000
|
| |
85,000
|
| |
—
|
| |
165,000
|
|
(1)
|
For each director other than Mr. Cherry, reflects fees paid in 2020 for service on the Board from April 22, 2020 to April 21, 2021. For Mr. Cherry, reflects pro rata fees paid for service on the Board from his appointment on September 17, 2020 to April 21, 2021.
|
(2)
|
The grant date fair value of the 5,054 shares of restricted stock units awarded to each director other than Mr. Cherry in 2020 was approximately $85,000 as determined in accordance with FASB ASC Topic 718. For a discussion of the restricted stock units reported in this column, see Note 17 of the Notes to the Audited Consolidated Financial Statements in the 2020 Annual Report. As of December 31, 2020, each of the directors, other than Mr. Cherry and Ms. White, held 9,299 restricted stock units. Ms. White held 7,740 restricted stock units as of December 31, 2020. Mr. Cherry did not hold any restricted stock units as of December 31, 2020 since he was elected to the Board later in the year.
|
(3)
|
Includes contributions made by Synovus under Synovus’ Director Stock Purchase Plan of the following amounts for the following directors: $1,200 for Mr. Cherry, $1,500 for Ms. Camp, $3,000 for Ms. Murphy and each of Messrs. Bentsen, Brooke, Butler, Pastides, and Stallworth. As described more fully above, qualifying directors may elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and in 2020, Synovus contributed an additional amount equal to 15% of the directors’ cash contributions under the plan.
|
(4)
|
Includes compensation of $4,000 for Mr. Brooke, $4,800 for Mr. Butler, $7,500 for Mr. Cherry, $11,550 for Dr. Pastides, $400 for Mr. Stallworth and $7,025 for Mr. Storey for service as an advisory director of certain of Synovus’ market advisory boards.
|
20
|
| |
— 2021 Proxy Statement
|
Election of 13 Directors
|
✔
|
Demonstrated business acumen and financial literacy;
|
✔
|
A high degree of engagement and commitment;
|
✔
|
A reputation for high integrity, judgment, professionalism and adherence to high ethical standards;
|
✔
|
Extensive experience in the public, private or not-for-profit sectors;
|
✔
|
Leadership and expertise in their respective fields;
|
✔
|
Strategic thinking; and
|
✔
|
Involvement in educational, charitable and community organizations.
|
— 2021 Proxy Statement
|
| |
21
|
|
Name
|
| |
Age
|
| |
Year First
Elected Director
|
| |
Principal Occupation
|
| |
Committees
|
|
|
Tim E. Bentsen
|
| |
67
|
| |
2014
|
| |
Partner, Retired, KPMG
|
| |
E, A, C (Chair), R
|
|
|
Kevin S. Blair
|
| |
50
|
| |
2020
|
| |
President and Chief Operating Officer, Synovus Financial Corp.
|
| |
-
|
|
|
F. Dixon Brooke, Jr.
|
| |
73
|
| |
2017
|
| |
Chief Executive Officer and President, Retired, EBSCO Industries, Inc.
|
| |
A, C
|
|
|
Stephen T. Butler
|
| |
70
|
| |
2012
|
| |
Chairman of the Board and Chief Executive Officer, Retired, W.C. Bradley Company
|
| |
C, CGN
|
|
|
Elizabeth W. Camp
|
| |
69
|
| |
2003
|
| |
President and Chief Executive Officer, DF Management, Inc.
|
| |
E, CGN (Chair), R
|
|
|
Pedro Cherry
|
| |
50
|
| |
2020
|
| |
President and Chief Executive Officer, Atlanta Gas Light and Chattanooga Gas
|
| |
A, R
|
|
|
Diana M. Murphy
|
| |
64
|
| |
2017
|
| |
Managing Director, Rocksolid Holdings, LLC
|
| |
A, CGN
|
|
|
Harris Pastides
|
| |
67
|
| |
2014
|
| |
President, Retired, University of South Carolina
|
| |
E, CGN, R (Chair)
|
|
|
Joseph J. Prochaska, Jr.
|
| |
70
|
| |
2011
|
| |
Executive Vice President and Chief Accounting Officer, Retired, MetLife, Inc.
|
| |
E, A (Chair), C, R
|
|
|
John L. Stallworth
|
| |
68
|
| |
2017
|
| |
Partner, Genesis II
|
| |
CGN, R
|
|
|
Kessel D. Stelling
|
| |
64
|
| |
2010
|
| |
Chairman of the Board and Chief Executive Officer, Synovus Financial Corp.
|
| |
E (Chair)
|
|
|
Barry L. Storey
|
| |
61
|
| |
2013
|
| |
Principal, BLS Holdings Group, LLC
|
| |
C, CGN
|
|
|
Teresa White
|
| |
54
|
| |
2019
|
| |
President, Aflac US
|
| |
C, R
|
|
A:
|
Audit Committee
|
C:
|
Compensation Committee
|
CGN:
|
Corporate Governance and Nominating Committee
|
E:
|
Executive Committee
|
R:
|
Risk Committee
|
22
|
| |
— 2021 Proxy Statement
|
|
| |
Tim E. Bentsen is a former audit partner and practice leader of KPMG, a U.S. based global audit, tax and advisory services firm, a position he retired from in 2012. Over his 37 years with KPMG, he served as an audit partner for numerous banks and other financial services companies and served in a variety of leadership roles, including Southeast Area Managing Partner and Atlanta office Managing Partner. Mr. Bentsen also served on national leadership teams for the financial services and audit practice as well as on the firm’s national Operations Committee. In addition, he served as an account executive for many of the largest audit and non-audit clients in the Southeast where he had extensive involvement with audit committees and served as the lead partner for tax and advisory services including risk, regulatory, internal audit and operational services for a Top 10 U.S. bank. Mr. Bentsen has been a frequent speaker on corporate governance matters across the country and served in a leadership role for KPMG’s Audit Committee Institute and as an organizer and faculty member for the University of Georgia’s Directors’ College for over ten years. Mr. Bentsen currently serves on the board of directors of CatchMark Timber Trust, Inc., a public timberland real estate investment company, and is the chair of its audit committee and a member of its finance committee. Previously, he served as a member of the board of trustees and audit committee of Ridgeworth Funds, a mutual fund complex, and on the board of Krispy Kreme Doughnuts, Inc., a company specializing in sweet treats and complementary products, prior to that company going private. Mr. Bentsen was a faculty member at the J.M. Tull School of Accounting at the University of Georgia from 2012 to 2018 and is a member of the board of directors of the Atlanta chapter of the National Association of Corporate Directors, or NACD. He holds a bachelor’s degree in business administration from Texas Tech University. Mr. Bentsen practiced as a certified public accountant for 40 years. His extensive audit and accounting experience in the financial services industry coupled with his corporate governance, risk management and financial acumen enhances the Board’s knowledge in these areas.
|
|
| |
|
|
| |
Kevin S. Blair is the President and Chief Operating Officer of Synovus. He was elected President and Chief Operating Officer in December 2019, having served as Senior Executive Vice President and Chief Operating Officer from December 2018 until December 2019. He will succeed Mr. Stelling as Chief Executive Officer on April 21, 2021. He joined Synovus in August 2016 and served as Executive Vice President and Chief Financial Officer until he became Chief Operating Officer in 2018. Prior to that time, Mr. Blair served as Corporate Treasurer of SunTrust Bank and served in various leadership roles in such areas as credit risk management, corporate strategy, finance and line management during his nearly 20-year career with SunTrust. He began his banking career at Signet Bank in Richmond, Virginia in 1995, having received a bachelor’s degree in economics and management from James Madison University and a master’s degree in business from George Washington University. Mr. Blair serves on the boards of such non-profit organizations as the United Way of the Chattahoochee Valley, the Georgia Research Alliance and the Columbus Chamber of Commerce. Mr. Blair’s extensive banking experience in the Southeast and his first-hand knowledge of our lines of business and corporate strategy provide our Board a valuable resource for understanding the day-to-day operations and strategic direction of the Company and the industry.
|
|
| |
|
|
| |
F. Dixon Brooke, Jr. is the former President and Chief Executive Officer of EBSCO Industries, Inc., a privately owned company based in Birmingham, Alabama with a diverse range of businesses, including information services, publishing and digital media, outdoor products, real estate, manufacturing and general services, with operations in 23 countries and with approximately $2.7 billion in annual revenues. Mr. Brooke served as President and CEO of EBSCO for over eight years and served in various other leadership capacities during his 40 years of service with the company. Mr. Brooke currently serves as Chairman of the Board of our Birmingham market advisory board, having served on that board since its inception over 30 years ago. Mr. Brooke also serves as a director of EBSCO and McWane, Inc., as a member of the audit and executive committees of EBSCO, and as a director of such non-profit boards as the Alabama Wildlife Federation, the Alabama Symphony Orchestra, and the Boy Scouts of America, Central Alabama Council. He holds a bachelor’s degree in business administration from Auburn University. Mr. Brooke’s extensive business expertise, executive leadership and his long-term experience and understanding of our banking organization provide the Board with a valuable resource related to corporate strategy and risk management.
|
|
| |
|
|
| |
Stephen T. Butler is the former Chairman of the Board and Chief Executive Officer of W.C. Bradley Co., a private consumer products and real estate company based in Columbus, Georgia. He retired as Chairman of the Board in April 2018, having held that position since 1987. Prior to that time and for 21 years, Mr. Butler served as Chief Executive Officer of W.C. Bradley Co. where he was responsible for the oversight and development of the company’s mass market home and leisure product businesses through acquisitions and new product introductions and the development of various real estate projects throughout Columbus, Georgia. Mr. Butler currently serves as Chairman of the Board of our Columbus market advisory board and on the boards of various civic and non-profit companies, including The Bradley-Turner Foundation and Brookstone School. He attended Vanderbilt University and Columbus State University and completed the Harvard Advanced Management Program. Mr. Butler’s extensive leadership experience with a diversified company enhances the Board’s understanding of corporate strategy, succession planning, compensation practices and risk management, among other things.
|
— 2021 Proxy Statement
|
| |
23
|
|
| |
|
|
| |
Elizabeth W. Camp is President and Chief Executive Officer of DF Management, Inc., a private investment and commercial real estate management company, a position she has held since 2000. Previously and for 16 years, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company. Before its sale in 2000, Camp Oil developed and operated convenience stores, truck stops and restaurants in nine states. Ms. Camp’s background also includes experience as a tax accountant with a major accounting firm and an attorney in law firms in Atlanta and Washington, D.C. Ms. Camp holds a bachelor’s degree in accounting and a law degree from the University of Georgia, as well as a master’s degree in taxation from Georgetown Law Center. Ms. Camp is a current director or trustee on the boards of several non-profit organizations, including the Woodruff Arts Foundation, the Atlanta chapter of the NACD, and the Boy Scouts of America, Atlanta Area Council. She has received the designation of a Board Leadership Fellow by the NACD and is an independent member of the board of directors of Genuine Parts Company, a public company engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials, where she serves on its audit committee. Ms. Camp also serves on the board of Intelligent Systems Corporation, a public technology company, and is currently on its audit and compensation committees. Previously, Ms. Camp served as a director of Blue Cross Blue Shield of Georgia from 1992 to 2001. She is our Lead Director and the Chairman of our Corporate Governance and Nominating Committee. Ms. Camp’s background as an executive officer and her expertise in accounting, tax and legal matters provides expertise in management and auditing as well as leadership skills to our Board.
|
|
| |
|
|
| |
Pedro P. Cherry is the President and Chief Executive Officer of Atlanta Gas Light and Chattanooga Gas, overseeing all aspects of operations for the two regional natural gas utilities and subsidiaries of Southern Company, a public company and one of the nation’s largest generators of electricity. He has held that position since August 2020. In addition to his current role at Atlanta Gas Light and Chattanooga Gas, he serves as a member of the Southern Company Gas Management Council and on the board of directors of Southern Company Gas Charitable Foundation. From February 2017 to August 2020, Mr. Cherry served as Executive Vice President of Customer Service and Operations of Georgia Power, the largest subsidiary of Southern Company. From April 2015 to February 2017, he served as Senior Vice President of the Metro Atlanta Region of Georgia Power. From 2006 to 2015, Mr. Cherry served in various other leadership positions within the Southern Company family of companies, including Metro West Region manager and Vice President of Community and Economic Development of Georgia Power. Prior to 2006, he spent nine years in finance-related leadership positions, including Chief Financial Officer - International Division, with Southern Energy Inc., a Southern Company subsidiary that later became Mirant Corp. He began his career as an engineering and business analyst for Carolina Power and Light Corp. In addition to his current role at Atlanta Gas Light and Chattanooga Gas, Mr. Cherry serves on the advisory board of Synovus’ banking division in North Georgia. He also serves on the boards of Zoo Atlanta, Georgia Tourism Foundation, Boys and Girls Club – Southeast Region, Clark Atlanta University and Leadership Atlanta. Mr. Cherry’s extensive leadership experience within finance operations and customer service divisions of a complex public organization provides our Board with a valuable resource and perspective.
|
|
| |
|
|
| |
Diana M. Murphy is the Managing Director of Rocksolid Holdings, LLC, a private equity firm focused on small businesses and real estate in the Southeast. She is a Past President of the United States Golf Association, serving for seven years on its Executive Committee and as the Vice President and Treasurer for the organization. From 2012 to 2015, Ms. Murphy was Managing Director of the Georgia Research Alliance Venture Fund, a private equity firm invested in early-stage technology and life science companies created out of the state’s research universities. She also served for eleven years as the Managing Director of Chartwell Capital Management Company, a private equity firm located in Jacksonville, Florida, and fifteen years as the Senior Vice President and Chief Revenue Officer of The Baltimore Sun Company. Ms. Murphy holds a bachelor’s degree in business from West Virginia University and an executive management degree from Northwestern University. She currently serves as the non-executive Chairman of the Board of Landstar System, Inc., a public company that provides integrated transportation management solutions worldwide, chairs its nominating and corporate governance committee and serves on its audit committee, compensation committee, safety and risk committee and strategic planning committee. Ms. Murphy served as the Lead Independent Director of Landstar from 2012 to 2015. Until mid-2020, she also served as a public company director of CTS Corporation. Ms. Murphy serves on a number of other boards, both private and charitable, including the board of the Boys and Girls Club of Southeast Georgia and the College of Coastal Georgia Foundation and the advisory board of Synovus’ Sea Island market. Ms. Murphy’s extensive experience and leadership of the boards of publicly-traded companies, along with her business acumen, management experience and risk management expertise in private equity, well qualify her to serve on our Board.
|
|
| |
|
24
|
| |
— 2021 Proxy Statement
|
|
| |
Harris Pastides is the President Emeritus of the University of South Carolina. He served as President from August 2008 to July 2019. From 2003 to 2008, Dr. Pastides served as vice president for research and health sciences and dean of the Arnold School of Public Health and as executive director of the South Carolina Research Foundation. He joined the University of South Carolina in 1998 as Dean of the School of Public Health and as a professor of epidemiology. Dr. Pastides played a key role in the establishment of Health Sciences South Carolina, a consortium of the state’s research universities and leading hospital systems, and an integral part in the development of Innovista, the university’s 500-acre innovation and research district. Prior to joining the University of South Carolina, Dr. Pastides held various positions at the University of Massachusetts at Amherst for over 13 years, including professor of epidemiology and chairman of the department of biostatistics and epidemiology. He serves on the board of trustees of the American Medical Association and as a member of our local advisory board in South Carolina. In addition, Dr. Pastides has served on a number of professional organizations and civic boards, including the South Carolina Governors School for the Arts and Humanities, S.C. River Alliance, the Council on Research Policy and Graduate Education and EngenuitySC. He received a master’s in public health, a master’s of philosophy degree in epidemiology and his doctorate degree from Yale University and a bachelor’s degree from the University of Albany, State University of New York. Dr. Pastides is a former Fulbright senior research fellow and has received numerous other professional awards and recognitions for his research work and leadership, including recognition as the South Carolina Chamber of Commerce Public Servant of the Year, the Ellis Island Medal of Honor, the Chief Executive Leadership Award from the Council for Advancement and Support of Education and the Richard Allen award from Allen University. His experience in management and complex organizations and his background in research, innovation and education provide our Board with leadership and consensus-building skills on a variety of matters, including corporate governance and risk management.
|
|
| |
|
|
| |
Joseph J. Prochaska, Jr. is the former Executive Vice President and Chief Accounting Officer of MetLife, Inc., a public insurance and financial services company, a position he held from 2005 until his retirement in 2009. From 2003 to 2005, he served as MetLife’s Senior Vice President and Chief Accounting Officer. From 1992 to 2003, Mr. Prochaska served in various executive leadership positions at Aon Corporation, including Senior Vice President and Controller, Executive Vice President and Chief Financial Officer of Aon Group, Inc. and President of Aon’s Financial Services Group. From 1975 to 1992, he served in various executive leadership positions at Shand, Morahan & Co., Inc. and Evanston Insurance Company, including Chief Financial Officer, Chairman and Chief Executive Officer. In addition, Mr. Prochaska’s background includes experience with a major accounting firm in Chicago, Illinois as a certified public accountant. He holds a bachelor’s degree in accounting from the University of Notre Dame. Mr. Prochaska currently serves on the board of several private companies and is a member of the audit committee for one of these companies. He has also received the designation of a Governance Fellow by the NACD and in 2018, was named to the NACD Directorship 100. Mr. Prochaska’s accounting experience in the financial services industry, his integral involvement in the day-to-day accounting and risk management practices of large global public companies and his compensation and insurance expertise provide our Board with a valuable resource.
|
|
| |
|
|
| |
John L. Stallworth is a partner of Genesis II, a family investment and philanthropic partnership, and the Chairman of the John Stallworth Foundation, a private foundation created in 1980 to provide college scholarships to students attending college in the state of Alabama. From 1986 to 2006, Mr. Stallworth was the President and Chief Executive Officer of Madison Research Corporation, or MRC, a private company engaged in engineering services and technology support for the defense industry. Prior to its sale in 2006, MRC employed 650 employees, had annual sales of $75 million and operated in seven states, including Alabama, Florida, Georgia, South Carolina and Tennessee. Mr. Stallworth is also retired from professional football, having played for the Pittsburgh Steelers for fourteen seasons. In 2002, he was inducted into the Pro Football Hall of Fame. Since 2009, Mr. Stallworth has been a partial owner of the Pittsburgh Steelers. In addition to his work with the John Stallworth Foundation, Mr. Stallworth serves on a number of charitable and private boards, including the advisory board of Synovus’ Huntsville market. He has also been an instrumental leader in the development and revitalization efforts of Huntsville’s downtown. Mr. Stallworth’s background and considerable business experience, along with his leadership, economic development, civic and educational involvement, enhances our Board’s knowledge in these areas.
|
|
| |
|
— 2021 Proxy Statement
|
| |
25
|
|
| |
Kessel D. Stelling is the Chairman of the Board and Chief Executive Officer of Synovus. He will move into the role of Executive Chairman on April 21, 2021. Mr. Stelling has been Chairman since January 2012 and Chief Executive Officer since October 2010. He also served as President from October 2010 until December 2019, after serving as Acting Chief Executive Officer from June to October 2010. Prior to that time and since February 2010, Mr. Stelling served as President and Chief Operating Officer of Synovus. From June 2008 until February 2010, Mr. Stelling served as the Regional Chief Executive Officer of Synovus’ Atlanta area market. Prior to that time, he served as President and Chief Executive Officer of Bank of North Georgia, having been appointed to that position in December 2006. Mr. Stelling founded Riverside Bancshares, Inc. and Riverside Bank in 1996 and served as its Chairman of the Board and Chief Executive Officer until 2006 when Riverside was acquired by Synovus. Prior to that time, Mr. Stelling worked in various management capacities in banking in the Atlanta region, having begun his career in the industry in 1974. Mr. Stelling holds a bachelor’s degree from the University of Georgia and is a graduate of Louisiana State University School of Banking of the South. He serves as a Class A director of the Federal Reserve Bank of Atlanta and serves on the Board of Regents of the University System of Georgia and on the board of Georgia Power, the largest subsidiary of Southern Company, a public company and one of the nation’s largest generators of electricity. Mr. Stelling also serves as a member of the executive committee of the Bank Policy Institute and as a director of several civic and non-profit organizations, including the Georgia Chamber of Commerce and the Georgia Historical Society. In addition, he has been named as one of the “100 Most Influential Georgians” by Georgia Trend magazine every year since 2009. Mr. Stelling’s extensive banking and leadership experience, his in-depth knowledge of our corporate strategy and day-to-day operations and his interactions and experiences within the financial community, provides our Board with an important resource in understanding our markets and industry and in effectively managing our risk.
|
|
| |
|
|
| |
Barry L. Storey is the Principal of BLS Holdings Group, LLC, an Augusta, Georgia-based company with the primary focus of managing a portfolio of retail real estate properties and various alternative assets. Prior to January 2015, he was the Founding Partner of Hull Storey Gibson Companies, LLC, a retail acquisition and development real estate company founded in 1992. The company owned and operated over 13 million square feet of retail strip centers and enclosed mall properties in the Southeast. Prior to 1992, Mr. Storey worked as a project manager in the Mall Development Division for CBL & Associates Properties, Inc. Mr. Storey holds a bachelor’s degree from the University of Georgia. He has extensive experience with and commitment to philanthropic and community service. In 2010, Mr. Storey received the “Outstanding Philanthropist Award” from the Young Professionals of Augusta and in 2014, was inducted into the Business Hall of Fame of the Central Savannah River Area, or CSRA. He is past president of the Exchange Club of Augusta, past president of the Family Y Board of Directors, past chairman of the Community Foundation for the CSRA and past chair of the UGA Terry College of Business Dean’s Advisory Council. Currently, he serves as a trustee of the University of Georgia Foundation and as a director of Aruna Bio, a privately-owned biomedical company. He also serves on the advisory board of our Augusta market. His extensive experience and expertise in real estate acquisition, development and management and his background in the markets in which we serve provides our Board with significant insight, particularly as we continue to refine and execute our revenue growth and expense reduction strategies for the future.
|
|
| |
|
|
| |
Teresa White is President of Aflac U.S., which constitutes the operating U.S. insurance businesses for Aflac Incorporated, a publicly held company. She has served in that position since October 2014. As president, Ms. White’s responsibilities include marketing, sales and distribution, information technology, corporate communications, operations, US financial management and shared services. She oversees the company’s extensive distribution network of individual agents and brokers across the country, as well as nearly 5,000 employees. Prior to becoming President, Ms. White served in various leadership positions with Aflac, including Chief Operating Officer from July 2013 to September 2014, Executive Vice President and Chief Services Officer from October 2012 to July 2013 and Executive Vice President and Chief Administrative Officer from March 2008 to October 2012, among others. Ms. White is active in her community, having served on the boards of various non-profit and professional organizations, including the Georgia Chamber Board of Governors, Neighborworks Columbus and Americas Health Insurance Plans. She has been recognized for her leadership with a number of awards, including three consecutive years as Black Enterprise’s Most Powerful Women in Business, Bizwomen’s 2016 Women to Watch, Atlanta Business Chronicle’s Women Who Mean Business and numerous recognitions by American Business Awards. Ms. White holds a bachelor’s degree in business administration from the University of Texas at Arlington and a master’s degree in management from Troy State University. Ms. White’s extensive operational and strategic background, coupled with her marketing, sales, talent and risk management experience at the executive level in the financial services industry, guides the Company in its long-term strategic and operational planning and adds a valuable resource to the Board.
|
26
|
| |
— 2021 Proxy Statement
|
Approval of Synovus Financial Corp. 2021 Employee Stock Purchase Plan
|
|
Participant’s Period of Employment
|
| |
Maximum Percentage
of Compensation
|
|
|
At least three months, but less than one year
|
| |
3%
|
|
|
At least one year, but less than five years
|
| |
5%
|
|
|
At least five years, but less than ten years
|
| |
6%
|
|
|
Ten years or more
|
| |
7%
|
|
— 2021 Proxy Statement
|
| |
27
|
28
|
| |
— 2021 Proxy Statement
|
|
Name and Principal Position
|
| |
Dollar Value(1)
|
| |
Number
of Shares(1)
|
|
|
Kessel D. Stelling, Jr.
Chairman and Chief Executive Officer
|
| |
$0
|
| |
0
|
|
|
Kevin S. Blair
President and Chief Operating Officer
|
| |
0
|
| |
0
|
|
|
Andrew J. Gregory, Jr.
Executive Vice President and Chief Financial Officer
|
| |
8,625
|
| |
433
|
|
|
Mark Holladay
Executive Vice President and Chief Risk Officer
|
| |
20,125
|
| |
1,011
|
|
|
Robert W. Derrick
Executive Vice President and Chief Credit Officer
|
| |
2,875
|
| |
144
|
|
|
Executive Group
|
| |
31,625
|
| |
1,588
|
|
|
Nonexecutive Director Group
|
| |
0
|
| |
0
|
|
|
Nonexecutive Officer Employee Group
|
| |
7,493,875
|
| |
346,542
|
|
(1)
|
Amount represents the dollar value of employee and employer matching contributions and number of shares purchased with these contributions. The dollar value of matching contributions only for Messrs. Gregory, Holladay and Derrick, the executive group and nonexecutive officer employee group would have been $1,125, $2,625, $375, $4,125, and $977,626, respectively. The fair market value per share of Synovus common stock at closing was $43.76 as of March 4, 2021.
|
— 2021 Proxy Statement
|
| |
29
|
Approval of Synovus Financial Corp. 2021 Director Stock Purchase Plan
|
•
|
All contributions to the DSPP by participating directors will be made quarterly, rather than monthly for the participants who are market advisory directors and quarterly for participants who are Synovus directors as it is under the Old Plan.
|
|
Quarterly Advisory Director
Participation Level
|
| |
Quarterly Advisory Director
Contribution Amount
|
|
|
A
|
| |
$1,000.00
|
|
|
B
|
| |
$666.66
|
|
|
C
|
| |
$333.33
|
|
30
|
| |
— 2021 Proxy Statement
|
— 2021 Proxy Statement
|
| |
31
|
|
Name and Principal Position
|
| |
Dollar Value(1)
|
| |
Number
of Shares(1)
|
|
|
Kessel D. Stelling, Jr.
Chairman and Chief Executive Officer
|
| |
$23,000
|
| |
910
|
|
|
Kevin S. Blair
President and Chief Operating Officer
|
| |
0
|
| |
0
|
|
|
Andrew J. Gregory, Jr.
Executive Vice President and Chief Financial Officer
|
| |
0
|
| |
0
|
|
|
Mark Holladay
Executive Vice President and Chief Risk Officer
|
| |
0
|
| |
0
|
|
|
Robert W. Derrick
Executive Vice President and Chief Credit Officer
|
| |
0
|
| |
0
|
|
|
Executive Group
|
| |
23,000
|
| |
910
|
|
|
Nonexecutive Director Group
|
| |
1,079,970
|
| |
42,598
|
|
|
Nonexecutive Officer Employee Group
|
| |
0
|
| |
0
|
|
(1)
|
Amounts represent dollar value of participant and Synovus matching contributions and number of shares that would have been purchased had the DSPP been in effect in 2020. The dollar value of matching contributions only for Messrs. Stelling, the executive group and nonexecutive director group would have been $3,000, $3,000, and $140,865, respectively. The fair market value per share of Synovus common stock at closing was $43.76 as of March 4, 2021.
|
32
|
| |
— 2021 Proxy Statement
|
Approval of the Synovus Financial Corp. 2021 Omnibus Plan
|
|
Key Equity Metrics
|
| |
FY2020 (%)
|
| |
FY2019 (%)
|
| |
FY2018 (%)
|
|
|
Burn Rate(1)
|
| |
0.7
|
| |
0.6
|
| |
0.4
|
|
|
Overhang(2)
|
| |
3.6
|
| |
|
| |
|
|
|
Dilution(3)
|
| |
2.7
|
| |
|
| |
|
|
(1)
|
Burn rate is calculated by dividing the number of shares subject to equity awards granted during the applicable fiscal period (including additional shares granted as dividend equivalents and adjustments made to performance-based awards, and excluding shares assumed in connection with acquisitions) by the total number of shares of common stock outstanding during the applicable fiscal period.
|
(2)
|
Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the year and (y) the number of shares available for future grants by (b) the fully diluted number of shares outstanding at the end of the year.
|
(3)
|
Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the fully diluted number of shares outstanding at the end of the fiscal year.
|
— 2021 Proxy Statement
|
| |
33
|
|
Total stock options outstanding(1)
|
| |
2,067,152
|
|
|
Weighted-average exercise price of stock options outstanding
|
| |
$22.43
|
|
|
Weighted-average remaining duration of stock options outstanding (years)
|
| |
3.18
|
|
|
Total full value awards outstanding(2)
|
| |
1,858,537
|
|
|
Shares available for grant under the 2013 Plan(3)
|
| |
282,357
|
|
|
Total shares of common stock outstanding
|
| |
148,646,284
|
|
(1)
|
No stock appreciation rights were outstanding as of February 28, 2021.
|
(2)
|
Grants of full value awards (RSUs, PSUs and MRSUs) count as two share equivalents under the 2013 Plan. The number of shares of outstanding PSUs assumes performance at the target level.
|
(3)
|
Assumes outstanding PSUs at the target level.
|
•
|
No liberal share counting. The 2021 Plan prohibits the reuse of shares withheld or delivered to satisfy the exercise price of an option or stock appreciation right or to satisfy tax withholding requirements. The 2021 Plan also prohibits “net share counting” upon the exercise of stock appreciation rights.
|
•
|
Minimum Vesting Requirements. With minimal exceptions, the 2021 Plan requires that all stock-based awards have a minimum vesting period of one year.
|
•
|
No repricing or cash buy-outs of stock options or SARs. The 2021 Plan prohibits the repricing or cash buy-outs of stock options or stock appreciation rights, or SARs, without shareholder approval.
|
•
|
No discounted stock options or SARs. All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying common stock on the date of grant.
|
•
|
Annual limit on awards to non-employee directors. The 2021 Plan imposes a grant date fair value limit on awards that may be granted to any one non-employee director in any calendar year ($350,000 or, in the case of the Chairman of the Board, $500,000).
|
•
|
No dividends on unvested or unearned awards. The 2021 Plan prohibits the current payment of dividends or dividend equivalent rights on unvested or unearned awards.
|
•
|
Compensation recoupment policy. Awards under the 2021 Plan will be subject to any compensation recoupment policy that we may adopt from time to time.
|
•
|
Options to purchase shares of common stock, which may be nonqualified stock options or incentive stock options, or ISOs. The exercise price of an option granted under the 2021 Plan may not be less than the fair market value of Synovus’ common stock on the date of grant. Stock options granted under the 2021 Plan will have a term of not more than ten years.
|
•
|
SARs, which give the holder the right to receive the excess, if any, of the fair market value of one share of common stock on the date of exercise, over the base price of the SAR. The base price of a SAR may not be less than the fair market value of Synovus’ common stock on the date of grant. SARs granted under the 2021 Plan will have a term of not more than ten years.
|
•
|
Restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Compensation Committee.
|
34
|
| |
— 2021 Proxy Statement
|
•
|
Performance awards, which may be performance shares (denominated in shares of stock) or performance units (denominated in cash) and, in either case, are contingent upon performance-based vesting conditions.
|
•
|
Other stock-based awards in the discretion of the Compensation Committee, including unrestricted stock grants.
|
•
|
Cash-based awards.
|
— 2021 Proxy Statement
|
| |
35
|
36
|
| |
— 2021 Proxy Statement
|
|
(in thousands, except per share data)
|
| |
(a) Number of
securities to be
issued upon
vesting of RSUs,
MRSUs and
PSUs (2)
|
| |
(b) Number of
securities to be
issued upon
exercise of
outstanding
options
|
| |
(c) Weighted-
average exercise
price of
outstanding
options in column
(b)
|
| |
(d) Number of
shares remaining
available for
issuance excluding
shares reflected in
columns (a) and (b)
|
|
|
Plan Category (1)
|
| ||||||||||||
|
Shareholder approved equity compensation plans for shares of Synovus stock
|
| |
1,660
|
| |
2,401
|
| |
$22.47
|
| |
1,522(3)
|
|
|
Non-shareholder approved equity compensation plans
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
TOTAL
|
| |
1,660
|
| |
2,401
|
| |
22.47
|
| |
1,522(3)
|
|
(1)
|
Does not include information for equity compensation plans assumed by Synovus in mergers. A total of 2.0 million shares of common stock was issuable upon exercise of options granted under plans assumed in mergers and outstanding at December 31, 2020. The weighted average exercise price of all options granted under plans assumed in mergers and outstanding at December 31, 2020 was $23.67. Synovus cannot grant additional awards under these assumed plans.
|
(2)
|
Market restricted and performance share units included at defined target levels. Actual shares issued upon vesting may differ based on actual total shareholder return and ROAA and ROATCE (as defined) over the measurement period.
|
(3)
|
Includes 1.5 million shares available for future grants as share awards under the 2013 Omnibus Plan as of December 31, 2020.
|
— 2021 Proxy Statement
|
| |
37
|
Approval of Advisory Vote on the Compensation of our Named Executive Officers as Determined by the Compensation Committee
|
•
|
We tie compensation to performance. A majority of executive compensation is at risk based on performance. Awards under our short-term and long-term incentive plans vary based on Synovus’ financial results and shareholder return.
|
•
|
We generally use objective criteria and performance metrics which relate to our strategic goals and results delivered for shareholders. In 2020, our incentive plans included adjusted EPS, adjusted revenue, adjusted tangible efficiency ratio, return on average tangible common equity, or ROATCE, and relative total shareholder return, or TSR.
|
•
|
Our annual incentive payouts, which were below target for 2020, reflected our 2020 results because our 2020 earnings did not meet our initial expectations despite strong efforts through the challenges of the COVID-10 pandemic.
|
•
|
Our program emphasizes alignment with long-term shareholders by granting more than half of incentives through equity awards and requiring executives to maintain equity holdings through stock ownership guidelines and “hold until retirement” policies.
|
•
|
We include specific methods for evaluating risk performance in our annual and long-term incentive plans, and adjusting payouts if necessary, to ensure that executives are not incentivized to take unnecessary or excessive risks.
|
38
|
| |
— 2021 Proxy Statement
|
Ratification of Appointment of the Independent Auditor
|
•
|
KPMG’s historical and recent performance on Synovus’ audit, including the extent and quality of KPMG’s communications with the Audit Committee;
|
•
|
feedback from Synovus’ senior management on the quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the current engagement by KPMG’s audit team;
|
•
|
data relating to audit quality and performance, including recent PCAOB reports on KPMG;
|
•
|
KPMG’s tenure as Synovus’ independent auditors and its depth of understanding of Synovus’ business, accounting policies and practices and internal control over financial reporting;
|
•
|
KPMG’s exhibited professional skepticism;
|
•
|
the expertise and capability of KPMG’s lead audit partner;
|
•
|
the advisability and potential impact of selecting a different independent public accounting firm; and
|
•
|
KPMG’s independence (see “Audit Committee Report” on page 43 of this Proxy Statement).
|
— 2021 Proxy Statement
|
| |
39
|
|
Name
|
| |
Age
|
| |
Position with Synovus
|
|
|
Kessel D. Stelling(1)
|
| |
64
|
| |
Chairman of the Board and Chief Executive Officer
|
|
|
Kevin S. Blair(1)
|
| |
50
|
| |
President and Chief Operating Officer
|
|
|
Robert W. Derrick(2)
|
| |
57
|
| |
Executive Vice President and Chief Credit Officer
|
|
|
Andrew J. Gregory, Jr.(3)
|
| |
45
|
| |
Executive Vice President and Chief Financial Officer
|
|
|
Mark G. Holladay(4)
|
| |
65
|
| |
Executive Vice President and Chief Risk Officer
|
|
|
Jill K. Hurley(5)
|
| |
41
|
| |
Chief Accounting Officer and Controller
|
|
(1)
|
As Messrs. Stelling and Blair are directors of Synovus, relevant information pertaining to their positions with Synovus is set forth under the caption “Nominees for Election as Director” beginning on page 21 of this Proxy Statement.
|
(2)
|
Robert W. Derrick was elected Executive Vice President and Chief Credit Officer in January 2019. Prior to that time and since 2003, he served in various roles within Synovus’ credit division, including Chief Community Credit Officer and Group Executive – Credit Risk. Prior to joining Synovus in 2003, Mr. Derrick served in various capacities with Wachovia Bank. He has more than 34 years of experience in the banking industry.
|
(3)
|
Andrew J. Gregory, Jr. was elected Executive Vice President and Chief Financial Officer in June 2019. Prior to that time, he was Executive Vice President and Head of Corporate Financial Strategy of Regions Financial Corporation, having held that position since January 2019. From 2009 to 2019, he served in various leadership roles at Regions, including Executive Vice President and Head of Corporate Development and Profitability, Assistant Treasurer and Chief Investment Officer. Prior to joining Regions and for 10 years, Mr. Gregory was a Senior Vice President and Portfolio Manager at Wachovia Bank.
|
(4)
|
Mark G. Holladay was elected Executive Vice President and Chief Risk Officer of Synovus in October 2008. From 2000 to 2008, Mr. Holladay served as Executive Vice President and Chief Credit Officer of Synovus. From 1974 until 2000, Mr. Holladay served in various capacities with Columbus Bank and Trust Company, one of our former banking divisions, including Executive Vice President.
|
(5)
|
Jill K. Hurley was elected Chief Accounting Officer in August 2018 and was elected Controller in January 2020. Prior to joining Synovus in 2018, and since February 2015, Ms. Hurley was Director of Financial Reporting and Accounting Policy at IberiaBank Corporation. From 2012 to 2015, she served as Business Unit Controller for Regions Bank. Prior to joining Regions, Ms. Hurley served 10 years in public accounting and is a Certified Public Accountant.
|
40
|
| |
— 2021 Proxy Statement
|
|
Name
|
| |
Shares of
Common
Stock Beneficially
Owned(1)
|
| |
Percentage of
Outstanding
Shares of
Common
Stock Beneficially
Owned
|
| |
Restricted Stock
Units(2)
|
| |
Total(2)
|
|
|
Tim E. Bentsen
|
| |
18,179(3)
|
| |
*
|
| |
9,393
|
| |
27,572
|
|
|
Kevin S. Blair
|
| |
65,914(4)
|
| |
*
|
| |
73,149
|
| |
139,063
|
|
|
F. Dixon Brooke, Jr.
|
| |
52,499(5)
|
| |
*
|
| |
9,393
|
| |
61,892
|
|
|
Stephen T. Butler
|
| |
956,796(6)
|
| |
*
|
| |
9,393
|
| |
966,189
|
|
|
Elizabeth W. Camp
|
| |
34,531
|
| |
*
|
| |
9,393
|
| |
43,924
|
|
|
Pedro Cherry
|
| |
679
|
| |
*
|
| |
—
|
| |
679
|
|
|
Robert W. Derrick
|
| |
5,649
|
| |
*
|
| |
13,003
|
| |
18,652
|
|
|
Andrew J. Gregory, Jr.
|
| |
9,606
|
| |
*
|
| |
18,882
|
| |
28,488
|
|
|
Mark G. Holladay
|
| |
67,513(7)
|
| |
*
|
| |
22,132
|
| |
89,645
|
|
|
Diana M. Murphy
|
| |
7,230
|
| |
*
|
| |
9,393
|
| |
16,623
|
|
|
Harris Pastides
|
| |
15,230
|
| |
*
|
| |
9,393
|
| |
24,623
|
|
|
Joseph J. Prochaska, Jr.
|
| |
18,206(8)
|
| |
*
|
| |
9,393
|
| |
27,599
|
|
|
John L. Stallworth
|
| |
5,057
|
| |
*
|
| |
9,393
|
| |
14,450
|
|
|
Kessel D. Stelling
|
| |
350,192(9)
|
| |
*
|
| |
116,080
|
| |
466,272
|
|
|
Barry L. Storey
|
| |
36,869(10)
|
| |
*
|
| |
9,393
|
| |
46,262
|
|
|
Teresa White
|
| |
—
|
| |
*
|
| |
7,818
|
| |
7,818
|
|
|
Directors and Executive Officers as a Group (17 persons)
|
| |
1,646,432
|
| |
1.1%
|
| |
338,158
|
| |
1,984,590
|
|
*
|
Less than one percent of the outstanding shares of Synovus stock.
|
(1)
|
Beneficial ownership is determined under the rules and regulations of the SEC, which provide that a person is deemed to beneficially own all shares of common stock that such person has the right to acquire within 60 days. Share numbers in this column include restricted stock units that will vest within 60 days of January 31, 2021 as follows:
|
|
Name
|
| |
Number of RSUs vesting within 60 days
|
|
|
Kevin S. Blair
|
| |
28,114
|
|
|
Robert W. Derrick
|
| |
2,763
|
|
|
Andrew J. Gregory, Jr.
|
| |
1,906
|
|
|
Mark G. Holladay
|
| |
11,539
|
|
|
Kessel D. Stelling
|
| |
63,072
|
|
(2)
|
While shares held in the “Restricted Stock Units” column do not represent a right of the holder to receive our common stock within 60 days, these amounts are being disclosed because we believe they further our goal of aligning directors and executive management with shareholder interests. These restricted stock units are in the form of RSUs, market restricted stock units and PSUs. In addition, this column includes the accrued dividend equivalent rights related to these restricted stock units. Shares in the “Total” column include these shares as well as shares deemed to be beneficially owned pursuant to the rules and regulations of the SEC.
|
(3)
|
Includes 3,055 shares held in an IRA account. In addition, Mr. Bentsen beneficially owns 8,000 shares of Synovus’ Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, or Series D Preferred.
|
(4)
|
Includes 1,260 shares held in an IRA account. In addition, Mr. Blair beneficially owns 2,000 shares of Series D Preferred.
|
(5)
|
Includes 7,668 shares held by his spouse.
|
(6)
|
Includes 56,857 shares held in a family partnership in which Mr. Butler’s spouse has shared investment and voting powers, 244,387 shares held in various trusts in which Mr. Butler has shared investment and voting powers and 633,897 shares held in a family trust in which Mr. Butler shares a pecuniary interest but as to which Mr. Butler disclaims beneficial ownership. In addition, Mr. Butler beneficially owns 2,000 shares of Series D Preferred.
|
(7)
|
In addition, Mr. Holladay beneficially owns 4,000 shares of Series D Preferred.
|
(8)
|
Includes 5,300 shares held in an IRA account.
|
(9)
|
Includes 17,297 shares held in trust in which Mr. Stelling has shared voting powers and 13 shares in his 401(k) savings plan account.
|
(10)
|
Includes 14,285 shares held in a family trust in which Mr. Storey has shared investment and voting powers. In addition, Mr. Storey beneficially owns 4,000 shares of Series D Preferred and 1,000 shares of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E.
|
— 2021 Proxy Statement
|
| |
41
|
|
Name and Address of Beneficial Owner
|
| |
Shares
of Synovus Stock Beneficially
Owned as of 12/31/20
|
| |
Percentage of Outstanding Shares
of Synovus Stock Beneficially Owned
as of 12/31/20(1)
|
|
|
BlackRock, Inc.
40 East 52nd Street
New York, New York 10022
|
| |
13,175,187(2)
|
| |
8.9%
|
|
|
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
|
| |
12,993,265(3)
|
| |
8.8%
|
|
|
Wellington Management Group LLP
280 Congress Street
Boston, Massachusetts 02210
|
| |
8,929,317(4)
|
| |
6.0%
|
|
(1)
|
The ownership percentages set forth in this column are based upon Synovus’ issued and outstanding shares as of December 31, 2020.
|
(2)
|
This information is based upon information included in a Schedule 13G filed with the SEC on February 1, 2021 by BlackRock, Inc. BlackRock, Inc., together with its affiliates, reports sole voting power with respect to 12,611,586 shares and sole dispositive power with respect to 13,175,187 shares.
|
(3)
|
This information is based upon information included in a Schedule 13G filed with the SEC on February 10, 2021 by The Vanguard Group, Inc. The Vanguard Group, Inc., together with its affiliates, reports shared voting power with respect to 99,693 shares, sole dispositive power with respect to 12,767,094 shares and shared dispositive power with respect to 226,171 shares.
|
(4)
|
This information is based upon information included in a Schedule 13G filed with the SEC on February 4, 2021 by Wellington Management Group LLP. Wellington Management Group LLC, together with its affiliates, reports shared voting power with respect to 8,124,709 shares and shared dispositive power with respect to 8,929,317 shares.
|
42
|
| |
— 2021 Proxy Statement
|
•
|
Reviewed and discussed with management and KPMG Synovus’ audited consolidated financial statements as of and for the year ended December 31, 2020 and related information, including non-GAAP financial measures, and other disclosures included in Synovus’ earnings releases and quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the Securities and Exchange Commission;
|
•
|
Reviewed and discussed with management and KPMG management’s assessment of the effectiveness of Synovus’ internal control over financial reporting and KPMG’s evaluation of Synovus’ internal control over financial reporting;
|
•
|
Discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission;
|
•
|
Discussed with KPMG its identification and communication of Synovus’ critical audit matters in the auditor’s report included in the 2020 Annual Report;
|
•
|
Received from KPMG the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence and discussed with KPMG their independence; and
|
•
|
Considered whether KPMG’s provision of non-audit services to the Company is compatible with KPMG’s independence and concluded that KPMG is independent from Synovus and its management.
|
— 2021 Proxy Statement
|
| |
43
|
|
|
| |
2020
|
| |
2019
|
|
|
Audit Fees(1)
|
| |
$2,618,032
|
| |
$3,968,908
|
|
|
Audit Related Fees(2)
|
| |
242,500
|
| |
315,444
|
|
|
Tax Fees(3)
|
| |
86,926
|
| |
223,067
|
|
|
All Other Fees(4)
|
| |
1,780
|
| |
1,780
|
|
|
|
| |
|
| |
|
|
|
|
| |
$2,949,238
|
| |
$4,509,199
|
|
(1)
|
Audit fees consisted of fees for professional services provided in connection with the audits of Synovus’ consolidated financial statements and internal control over financial reporting, reviews of quarterly financial statements, issuance of comfort letters and other SEC filing matters, and audit or attestation services provided in connection with other statutory or regulatory filings.
|
(2)
|
Audit related fees consisted principally of fees for assurance, attestation and related services that are reasonably related to the performance of the audit or review of Synovus’ financial statements and are not reported above under the caption “Audit Fees.”
|
(3)
|
Tax fees consisted of fees for tax consulting and compliance, tax advice and tax planning services.
|
(4)
|
All other fees consisted of subscription-based services including software licenses.
|
44
|
| |
— 2021 Proxy Statement
|
|
Name
|
| |
Title
|
|
|
Kessel D. Stelling
|
| |
Chairman of the Board and Chief Executive Officer
|
|
|
Kevin S. Blair
|
| |
President and Chief Operating Officer
|
|
|
Andrew J. Gregory, Jr.
|
| |
Executive Vice President and Chief Financial Officer
|
|
|
Mark G. Holladay
|
| |
Executive Vice President and Chief Risk Officer
|
|
|
Robert W. Derrick
|
| |
Executive Vice President and Chief Credit Officer
|
|
•
|
how our 2020 performance aligns with our 2020 compensation (set forth in the section entitled “Executive Summary”);
|
•
|
each element of compensation and our “mix” of compensation for 2020 (set forth in the section entitled “Elements and Mix of Compensation for Past Fiscal Year”);
|
•
|
the objectives of our compensation program (set forth in the section entitled “Compensation Philosophy and Key Considerations”);
|
•
|
what our compensation program is designed to reward (also described in the section entitled “Compensation Philosophy and Key Considerations”);
|
•
|
how each compensation element and our decisions regarding that element fit into Synovus’ overall compensation objectives and affect decisions regarding other elements (described with each element of compensation, as well as in the section entitled “Competitive Market Data”);
|
•
|
why each element was chosen (described with each element of compensation, including base pay, short-term incentives and long-term incentives);
|
•
|
how amounts for pay are determined (also described with each element of compensation, including base pay, short-term incentives and long-term incentives);
|
•
|
information regarding post-termination compensation (our executives generally do not have employment agreements—see the section entitled “Employment and Termination Agreements”); and
|
•
|
our compensation framework, including our compensation process, compensation policies and risk considerations (described in the section entitled “Compensation Framework: Compensation Policies, Compensation Process and Risk Considerations”).
|
— 2021 Proxy Statement
|
| |
45
|
•
|
Earnings growth—Net income available to common shareholders for 2020 was $341 million, a decrease of 37% compared to $541 million for 2019. Net income per diluted common share was $2.30 in 2020 compared to $3.47 in 2019. Adjusted net income* for 2020 was $357 million, or $2.41 per diluted common share compared to $608 million, or $3.90 per diluted common share, for 2019. Significant drivers in the reduction include near zero short-term interest rates since March 2020, lower economic growth during the healthcare pandemic, and the increase in allowance for credit losses of $371 million.
|
•
|
Net interest income—Net interest income for 2020 was $1.5 billion, down $83 million, or 5%, from 2019, due primarily to the decline in market interest rates as well as a 21 basis points decline in purchase accounting adjustments resulting from the acquisition of FCB Financial Holdings, Inc. The net interest margin was 3.18% for 2020, a decrease of 52 basis points from 2019.
|
•
|
Non-interest revenue—Non-interest revenue for 2020 was $507 million, up $151 million, or 42%, compared to 2019. Excluding securities gains, non-interest revenue was $428 million, up $64 million, or 18%, from 2019. The increase was primarily driven by strong net mortgage revenue of $91 million, an increase of $59 million or 180%.
|
•
|
Efficiency—Non-interest expense for 2020 was $1.2 billion, an increase of $81 million, or 7%, compared to 2019. The efficiency ratio-FTE for 2020 was 58.32% compared to 56.22% in 2019. The adjusted tangible efficiency ratio* for 2020 was 55.74%, compared to 51.82% in 2019.
|
•
|
Loans and Deposits —Total loans ended the year at $38.3 billion, an increase of $1.1 billion or 3% from 2019. Total deposits were $46.7 billion at December 31, 2020, an increase of $8 billion, or 22%, compared to year-end 2019, with core transaction deposits growing from $24.2 billion to $32.8 billion over the same period.
|
•
|
Credit quality—Despite the rapid and deep contraction in the economy, we maintained solid credit quality during the year. Non-performing loans, non-performing assets, and past dues stabilized by year-end, reflecting sustained vigilance in underwriting and monitoring. Net charge-offs for 2020 were 24 basis points compared to 16 basis points for 2019. The allowance for credit losses, however, increased from 0.76% of loans to 1.71% due to the adoption of CECL on January 1, 2020, and the sensitivity of the CECL model to the challenged economic environment.
|
•
|
Capital management—We demonstrated the strength of our capital management capabilities in 2020 with stronger capital ratios at year-end achieved by retaining capital, while also building allowance ratios in light of additional economic stress and uncertainty. The CET1 ratio increased 71 basis points from the prior year to 9.66% at year-end 2020, and total risk-based capital ratio, at 13.42%, was the highest since 2014.
|
46
|
| |
— 2021 Proxy Statement
|
CEO TARGET TOTAL DIRECT COMPENSATION
|
| |
OTHER NEOs TARGET TOTAL DIRECT COMPENSATION
|
•
|
Neither Mr. Stelling nor any of Synovus’ named executive officers received a base salary increase in 2020, with one exception that took place prior to the pandemic outbreak. Mr. Derrick received a 13.8% base salary increase, effective February 9, 2020, based upon market comparisons and his increased responsibilities. While the Compensation Committee reviewed market comparisons and recognized that some cash salaries were below the market median, there were no other base salary increases due to the uncertain economic conditions in 2020, consistent with other team members at Synovus who generally did not receive base salary increases in 2020.
|
•
|
Consistent with prior years, our annual incentive plan included formulaic performance goals as well as several qualitative factors based on our strategic priorities that may result in discretionary adjustments.
|
•
|
The following chart summarizes the provisions of our short-term award incentive plan for 2020:
|
|
Form
of Award
|
| |
Payout Formula
Measures
|
| |
Qualitative
Adjustment
Factors
|
| |
Payout
Range
|
|
|
Cash
|
| |
Adjusted EPS (60%), Adjusted Revenue (20%), Adjusted Tangible Efficiency Ratio (20%)
|
| |
Quality of Financial Results, Strategic Initiatives, External Factors, Regulatory Compliance, Risk Management, Total Shareholder Return and Individual Performance
|
| |
0% to 150% of Target
|
|
•
|
Our 2020 financial results under the formulaic component of the annual incentive plan resulted in a preliminary payout of 50.85% of target. The Compensation Committee reviewed the qualitative factors it had previously approved, as well as supplemental financial analyses designed to measure the Company’s 2020 performance while accounting for plan variances related to the recessionary economic conditions. These supplemental analyses resulted in payouts that would have been at or significantly above target. After review and consideration of the qualitative factors and supplemental analyses, the Compensation Committee approved payouts at 90% of target for the named executive officers. For more information regarding the Committee’s annual incentive determination, please see “Payout Determination” on page 52 of this Proxy Statement.
|
•
|
Our long-term incentive program for executive officers is comprised of two equity vehicles which link our executives’ compensation to performance results: PSUs and RSUs. The following chart summarizes the key provisions of our long-term grants made in 2020:
|
|
Form
of Award
|
| |
Vesting
|
| |
Payout
Features
|
|
|
PSUs (60% of award value)
|
| |
100% after 3 years
|
| |
Payouts from 0% to 150% of target based upon Weighted Return on Average Tangible Common Equity and Relative Total Shareholder Return
|
|
|
RSUs (40% of award value)
|
| |
⅓ per year over 3 years (33⅓% per year)
|
| |
Time-based vesting based upon continued employment with Synovus
|
|
•
|
Because of our stock ownership guidelines and “hold until retirement” requirements, executive officers hold a significant amount of Synovus common stock, further aligning their interests with shareholders’ interests.
|
— 2021 Proxy Statement
|
| |
47
|
•
|
Because the economic conditions that were built into our performance measures under our long-term incentive awards for the 2018-2020 performance period did not anticipate the impact of the pandemic, we did not meet the performance thresholds for the PSUs that were granted in 2018 and all shares were forfeited.
|
|
WHAT WE DO
|
| |||
|
✓
|
| |
Pay for Performance - See page 48
|
|
|
✓
|
| |
Mitigate Risk in Incentive Programs - See page 57
|
|
|
✓
|
| |
Require Meaningful Share Ownership and Retention of Shares until Retirement - See page 56
|
|
|
✓
|
| |
Review Tally Sheets - See page 57
|
|
|
✓
|
| |
Provide Reasonable “Double Trigger” Change in Control Provisions - See page 54
|
|
|
✓
|
| |
Retain an Independent Compensation Consultant - See page 56
|
|
|
✓
|
| |
Maintain Clawback Policy Covering Inaccurate Financials and Material Risk Management Failures - See page 56
|
|
|
✓
|
| |
Include Risk-Based Forfeiture Provisions in Equity Awards - See page 53
|
|
|
WHAT WE DON’T DO
|
| |||
|
✗
|
| |
Limited Employment Contracts - See page 54
|
|
|
✗
|
| |
No Option Repricing - See page 56
|
|
|
✗
|
| |
No Hedging of Synovus Equity Securities by Executive Officers and Directors - See page 56
|
|
|
✗
|
| |
No Pledging of Synovus Equity Securities by Executive Officers and Directors - See page 56
|
|
|
✗
|
| |
No Personal Use of Aircraft – See page 54
|
|
|
Compensation Philosophy and Key Considerations
|
| |
How Our Program Aligns with Our Philosophy
|
|
|
Competitive Program:
|
| |||
|
• Compensation plans are designed to allow us to compete in the
markets in which we seek executive talent.
• Competitive pay opportunities facilitate recruitment, retention and
motivation of top-level executive talent.
|
| |
• Target pay opportunities are assessed relative to the median of
market pay practices.
|
|
| | |
|
| |
|
• A significant portion of total compensation should be at risk based on
short and long-term performance.
• Pay outcomes vary based on performance: average pay for average
performance, above average pay for above average performance and
below average pay for lower performance.
• Compensation generally should be earned by executives while actively
employed.
|
| |
• A majority of compensation is at risk based on performance.
• Payouts from the annual incentive plan vary based on results
versus our annual financial and strategic objectives.
• Long-term incentives are provided entirely through equity awards,
and the ultimate value delivered will vary based on financial results
and shareholder return.
|
|
|
Support Strategic Goals: Compensation plans are designed to support corporate strategic goals and drive the creation of shareholder value.
|
| |
• Annual incentive plan aligns with strategic goals of earnings
performance through both revenue growth and expense
management, while performance shares are based on increasing
ROATCE performance and relative total shareholder return.
|
|
48
|
| |
— 2021 Proxy Statement
|
|
Compensation Philosophy and Key Considerations
|
| |
How Our Program Aligns with Our Philosophy
|
|
|
|
| |
• The qualitative component of the annual incentive plan includes an
assessment of progress on key strategic priorities outlined at the
beginning of the year. See “Corporate Governance and Board
Matters – Strategic Direction” on page 11 of this Proxy Statement
for a discussion of these priorities.
• Long-term incentives also reward shareholder value creation by
providing all awards in equity and varying payouts of PSUs based
on performance.
|
|
|
Alignment with Long-Term Shareholders: Executives should have meaningful equity stakes that focus them on creating long-term shareholder value.
|
| |
• Over half of incentives are awarded through equity awards vesting
over multiple years.
• Stock ownership guidelines as well as requirement to retain 50% of
net shares until retirement ensure strong and increasing alignment
with shareholders.
• Our Corporate Governance Guidelines prohibit hedges and pledges
of our stock by directors and executive officers.
|
|
|
Discourage Excessive Risk-Taking: Plans should ensure executives are not incentivized to take unnecessary or excessive risks that threaten the value of Synovus.
|
| |
• The Compensation Committee meets annually with the Chief Risk
Officer to discuss a risk assessment of our plans.
• Both the annual and long-term incentive plans have specific
methods for evaluating risk performance and adjusting payouts if
necessary.
|
|
|
Compensation
Element
|
| |
Objective
|
| |
Key Features
|
| |||
|
Base Pay
|
| |
Compensate an executive for performing his or her job on a daily basis.
|
| |
Fixed cash salary generally targeted within a range of the median (50th percentile) of identified list of peer companies (companies with similar size and scope of banking operations) for similar positions. In establishing salaries, the Committee also considers each executive’s performance, experience and responsibilities as well as internal equity considerations.
|
| |||
|
Short-Term Incentives
|
| |
•
|
| |
Provide an incentive for executives to meet critical annual goals that support our long-term strategy.
|
| |
The formulaic performance goals under our cash-based annual incentive plan for 2020 were based 60% on adjusted EPS, 20% on adjusted revenue and 20% on adjusted tangible efficiency ratio. The award payout may range from 0% to 150% of the target and for each executive based upon performance compared to the formulaic goals and consideration of several qualitative factors. For 2020, executives had target annual incentive opportunities ranging between 60% and 125% of base salary.
|
|
|
•
|
| |
Promote pay for performance.
|
| ||||||
|
•
|
| |
Ensure a competitive program given the marketplace prevalence of short-term incentive compensation.
|
| ||||||
|
Long-Term Incentives
|
| |
•
|
| |
Provide an incentive for our executives to provide exceptional shareholder return to Synovus’ shareholders by tying a significant portion of their compensation opportunity to growth in shareholder value.
|
| |
We granted PSUs and RSUs in 2020 so that all of our long-term incentive awards are linked to performance. The “mix” of long-term incentives granted in 2020 was 60% PSUs and 40% RSUs. The PSUs have a three-year performance period and also require three years of service. Under the performance formula, the payment of the PSUs may range from 0% to 150% of the target award based on Synovus’ weighted average ROATCE and relative TSR during the performance period. The RSUs have a three-year service requirement (one-third vest each year) based on continued employment with Synovus.
|
|
|
•
|
| |
Align the interests of executives with shareholders by awarding executives equity in Synovus.
|
| ||||||
|
•
|
| |
Ensure a competitive compensation program given the market prevalence of long-term incentive compensation.
|
| ||||||
|
•
|
| |
Include a vesting schedule designed to retain our executives.
|
| ||||||
|
Perquisites
|
| |
•
|
| |
Small component of pay intended to provide an economic benefit to executives to promote their recruitment and retention.
|
| |
Perquisites in 2020 were limited to financial planning, relocation benefits, and life insurance coverage for certain officers and, in addition, transportation services, a housing allowance and security alarm monitoring for Mr. Stelling. Perquisites did not include auto allowances, club dues or personal travel on corporate aircraft.
|
|
|
•
|
| |
Align our compensation plan with competitive practices.
|
| ||||||
|
Retirement Plans
|
| |
Defined contribution plans designed to provide income following an executive’s retirement, combined with a
|
| |
Plans offered include a 401(k) savings plan and a deferred compensation plan.
|
|
— 2021 Proxy Statement
|
| |
49
|
|
Compensation
Element
|
| |
Objective
|
| |
Key Features
|
| |||
|
|
| |
deferred compensation plan to replace benefits lost under Synovus’ qualified plans.
|
| |
|
| |||
|
Change of Control Agreements
|
| |
Provide orderly transition and continuity of management following a change of control of Synovus.
|
| |
Upon “double trigger” (change of control followed by qualifying termination within two years), agreements provide for two to three times the executive’s base salary and bonus. The Compensation Committee has committed that any new change of control agreements will not permit excise tax gross-ups.
|
|
|
|
| |
Weight
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
|
| |
Percent of Target
|
| |
Weighted Results
|
|
|
Adjusted EPS1
|
| |
60%
|
| |
$3.11
|
| |
$3.38
|
| |
$3.60
|
| |
$2.41
|
| |
-80.23%
|
| |
0%
|
|
|
Adjusted Revenue1
|
| |
20%
|
| |
$1.85M
|
| |
$1.9M
|
| |
$1.94M
|
| |
$1,938,980
|
| |
148.73%
|
| |
29.74%
|
|
|
Adjusted Tangible Efficiency Ratio1
|
| |
20%
|
| |
56.7%
|
| |
55.9%
|
| |
54.5%
|
| |
55.74%
|
| |
105.40%
|
| |
21.11%
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
50.85%
|
|
(1)
|
The amounts exclude non-recurring items and certain items that are not indicative of ongoing operations. For a reconciliation of adjusted EPS, adjusted revenue and adjusted tangible efficiency ratio to GAAP measures, please refer to Appendix E of this Proxy Statement.
|
•
|
Quality of Earnings—On an adjusted basis, and when excluding the impact of the significant unplanned reserve, or allowance, build in 2020, due to COVID-19, the quality of earnings was strong. Revenue outperformed expectations as the benefits from fee revenue growth, led by mortgage, and interest income from the PPP more than offset the environmental headwinds of lower loan growth and lower interest rates. Expenses were higher than plan due to mortgage commissions, COVID-19 related expenses and third party spend largely associated with Synovus Forward initiatives and the processing associated with the PPP. The net result of this was an outperformance relative to expectations on adjusted pre-provision net
|
50
|
| |
— 2021 Proxy Statement
|
•
|
Credit Quality—Due to the continued focus on prudent underwriting and risk management practices, credit metrics remain at cycle lows. The unexpected downturn in economic conditions resulting from COVID-19 did not have a material impact on credit metrics in 2020, outside of the reserve, or allowance, build. Credit performance was positively impacted by governmental stimulus as well as Synovus’ support, with an initial deferral program offered during the first half of 2020 and continued support on a case-by-case basis, during the second half of 2020. This has caused defaults and charge-offs to remain very low considering the recessionary conditions in 2020. Approximately 2% of loans are under some form of accommodation due to COVID-19 at year-end.
|
•
|
Composition of Loan Growth—Loan growth was significantly impacted by the economic contraction in 2020. In 2020, loans increased by $1.1 billion including $2.2 billion in growth due to PPP and a $1.5 billion reduction in consumer loans, primarily driven by the strategic disposition of third-party lending partnership loans. Outside of PPP growth, commercial and industrial loans increased $411 million and commercial real estate loans increased $77 million for the year.
|
•
|
Quality of Deposit Growth—For 2020, deposits increased by approximately $8.3 billion primarily driven by strong growth in the wholesale and community banking segments of $3.6 billion and $3.7 billion, respectively. There was significant augmentation within the commercial and wholesale customer segments as businesses have held onto cash during this low rate and uncertain economic environment. The mix of deposits was positively shifted from customer CDs (down $2.6 billion) and into non-brokered transaction accounts (up to $10.7 billion) as demand for fixed rate instruments declined and Synovus strategically reduced time deposit rates.
|
•
|
Strategic Initiatives: Transformation Initiative—We launched Synovus Forward in 2020 with a commitment of $100 million in pre-tax run rate performance improvement and the stated ambition to achieve top quartile financial performance as compared to peers. The program is on-track to deliver the initial committed results by year-end 2021. The successful implementation of the third-party spend reduction, a voluntary early retirement program, as well as revenue initiatives such as pricing for value, commercial “Smart” analytics, and other initiatives are expected to lead to the stated performance enhancements throughout 2021. Additional initiatives will be identified in 2021 to progress further towards top quartile efficiency and profitability.
|
•
|
Strategic Initiatives: Core Deposit Growth vs. Plan—Core deposits were $6.2 billion ahead of plan due to increased production and augmentation across the demand deposit and money market products within the community and wholesale banking segments.
|
•
|
Strategic Initiatives: Inclusion and Diversity—Our stated targets related to inclusion and diversity are to achieve 40% representation of females and 15% representation from people of color in senior leadership roles by the end of 2021. As of December 31, 2020, females represented 37% of senior leadership roles and people of color represented 14%. We had a number of advancements in 2020, including the launch of five employee resource groups (approximately 10% of team members have joined as of year-end), implementation of unconscious bias training for all leaders, and the establishment of a CEO African American Advisory Council. We have also increased accountability through executive management I&D self-assessments and action plans.
|
•
|
Strategic Initiatives: Team Member Engagement—Team member engagement continues to be favorable as onboarding, team member engagement and exit surveys are trending positively. Given the efforts taken in 2020 to support the safety and wellness of our team members, as well as adjustments made to compensation supporting the incremental efforts provided due to the COVID-19 environment, overall team member morale is high.
|
•
|
Strategic Initiatives: Account Growth—In 2020, Synovus served approximately 19,000 customers in accessing PPP loans. These loans, totalling $2.9 billion, helped our customers through the severe economic contraction. Delivering these loans to customers required the creation of internal processes to ensure compliance with the Small Business Administration’s program to secure loan commitments before government funds were exhausted. In so doing, we generated nearly 2,000 new relationships. During 2020, there was a 1.5% reduction in the number of deposit accounts. However, time deposit accounts decreased 31% due to our strategic shift away from rate sensitive CD customers. Excluding this time deposit activity, we have increased total accounts by 2.5%. While this is below our 3% target, it slightly improved during the year as we grew non-interest bearing deposits, and several deposit initiatives within the Synovus Forward initiative are expected to improve performance into 2021.
|
•
|
Strategic Initiatives: Customer Experience—Customer sentiment was high in 2020, as evidenced by third-party surveys as well as the strong net promoter and customer satisfaction scores (at or higher than prior year) that are tracked across the three channels where we have installed on-going measurement (branch, call center and mortgage).
|
•
|
Strategic Initiatives: Consumer Digital Adoption—Digital adoption numbers were up significantly in 2020, supported by the drive to digital during the pandemic and significant enhancements to the experience. We had a 13% increase in digital enrollment in 2020; a 51% increase in paperless statement adoption; and since roll-out of Zelle in the fourth quarter, a 58% increase in real time payment volume. Online account origination of our Inspire checking account product began in the fourth quarter, with 20% of Inspire’s total production fulfilled on-line.
|
•
|
External Factors—The most significant external factor in 2020 was the change in the economic and interest rate environment due to the COVID-19 pandemic. The Company’s response to this environment is discussed in “Synovus Response” on page 45 of this Proxy Statement.
|
•
|
Risk Management/Regulatory Compliance—The Compensation Committee viewed the Company’s risk management and regulatory compliance as satisfactory based on reviews of our regulatory compliance scorecard and our risk management scorecard.
|
•
|
Total Shareholder Return—The Company’s three-year and five-year TSR was above the median of peers while our one-year TSR was in the third quartile of peers.
|
•
|
Individual Performance—The Compensation Committee also reviewed individual performance as reflected in performance evaluations.
|
— 2021 Proxy Statement
|
| |
51
|
52
|
| |
— 2021 Proxy Statement
|
|
Year
|
| |
Weighting
|
| |
Target
|
| |
Actual
|
|
|
2018
|
| |
25%
|
| |
1.30%
|
| |
1.40%
|
|
|
2019
|
| |
25%
|
| |
1.35%
|
| |
1.35%
|
|
|
2020
|
| |
50%
|
| |
1.40%
|
| |
0.75%
|
|
|
3-Year Weighted Average ROAA (as adjusted)
|
| |
|
| |
1.36%
|
| |
1.06%
|
|
|
Year
|
| |
Weighting
|
| |
Target
|
| |
Actual
|
|
|
2018
|
| |
25%
|
| |
14.28%
|
| |
15.66%
|
|
|
2019
|
| |
25%
|
| |
15.02%
|
| |
16.10%
|
|
|
2020
|
| |
50%
|
| |
15.55%
|
| |
9.12%
|
|
|
3-Year Weighted Average ROATCE (as adjusted)
|
| |
|
| |
15.10%
|
| |
12.50%
|
|
(1)
|
Return on Average Assets (as adjusted) and Return on Average Tangible Common Equity (as adjusted) excludes non-recurring items and certain other items that are not indicative of ongoing operations. For a reconciliation of ROAA and ROATCE to the most comparable GAAP measure, please refer to Appendix E of this Proxy Statement.
|
|
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
|
|
|
Performance Criteria 3-Year ROAA (as adjusted)
|
| |
1.26%
|
| |
1.36%
|
| |
1.41%
|
| |
1.06%
|
|
|
Performance Criteria 3-Year ROATCE (as adjusted)
|
| |
14.19%
|
| |
15.1%
|
| |
15.88%
|
| |
12.5%
|
|
|
Payout (as a Percentage of Target)
|
| |
50%
|
| |
100%
|
| |
150%
|
| |
0%
|
|
— 2021 Proxy Statement
|
| |
53
|
54
|
| |
— 2021 Proxy Statement
|
|
Associated Banc-Corp.
|
| |
Huntington Bancshares, Inc.
|
|
|
BOK Financial Corp.
|
| |
M&T BankCorp.
|
|
|
Bank United, Inc.
|
| |
New York Community Bancorp, Inc.
|
|
|
Comerica Inc.
|
| |
People’s United Financial, Inc.
|
|
|
Cullen/Frost Bankers, Inc.
|
| |
Popular, Inc.
|
|
|
First Horizon National Corp.
|
| |
Regions Financial Corp.
|
|
|
FNB Corp.
|
| |
TCF Financial Corp.
|
|
|
Hancock Whitney Corp.
|
| |
Zions Bancorporation
|
|
|
Named Executive Officer
|
| |
Ownership Level
(as multiple of base salary)
|
|
|
Chief Executive Officer
|
| |
5x
|
|
|
President
|
| |
4x
|
|
|
All Other Named Executive Officers
|
| |
3x
|
|
— 2021 Proxy Statement
|
| |
55
|
56
|
| |
— 2021 Proxy Statement
|
— 2021 Proxy Statement
|
| |
57
|
|
Name and Principal
Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
|
|
Kessel D. Stelling
Chairman and Chief
Executive Officer
|
| |
2020
|
| |
$1,125,000
|
| |
—
|
| |
$2,442,364
|
| |
—
|
| |
$1,265,625
|
| |
—
|
| |
$396,276(2)(3)
|
| |
$5,229,265
|
|
|
2019
|
| |
1,125,000
|
| |
—
|
| |
2,553,319
|
| |
—
|
| |
1,054,688
|
| |
—
|
| |
457,436
|
| |
5,190,443
|
| |||
|
2018
|
| |
1,125,000
|
| |
—
|
| |
2,526,069
|
| |
—
|
| |
1,852,000
|
| |
—
|
| |
365,141
|
| |
5,868,210
|
| |||
|
Kevin S. Blair
President and
Chief Operating Officer
|
| |
2020
|
| |
695,250
|
| |
—
|
| |
1,465,411
|
| |
—
|
| |
625,725
|
| |
—
|
| |
—
|
| |
2,786,386
|
|
|
2019
|
| |
673,763
|
| |
—
|
| |
1,803,032
|
| |
—
|
| |
403,219
|
| |
—
|
| |
44,196
|
| |
2,924,210
|
| |||
|
2018
|
| |
598,117
|
| |
—
|
| |
1,010,466
|
| |
—
|
| |
631,375
|
| |
—
|
| |
—
|
| |
2,239,958
|
| |||
|
Andrew J. Gregory, Jr.
Executive Vice
President and
Chief Financial
Officer
|
| |
2020
|
| |
475,000
|
| |
—
|
| |
488,495
|
| |
—
|
| |
320,625
|
| |
—
|
| |
85,907(2)(4)
|
| |
1,370,027
|
|
|
2019
|
| |
228,365
|
| |
$200,000
|
| |
300,001
|
| |
—
|
| |
365,250
|
| |
—
|
| |
65,111
|
| |
1,158,727
|
| |||
|
Mark G. Holladay
Executive Vice
President and
Chief Risk
Officer
|
| |
2020
|
| |
409,902
|
| |
—
|
| |
488,495
|
| |
—
|
| |
221,437
|
| |
—
|
| |
26,083(2)(4)
|
| |
1,145,917
|
|
|
2019
|
| |
398,491
|
| |
—
|
| |
459,616
|
| |
—
|
| |
203,224
|
| |
—
|
| |
30,819
|
| |
1,092,150
|
| |||
|
2018
|
| |
383,386
|
| |
—
|
| |
454,760
|
| |
—
|
| |
308,364
|
| |
—
|
| |
18,396
|
| |
1,164,906
|
| |||
|
Robert W. Derrick
Executive Vice
President and Chief
Credit Officer
|
| |
2020
|
| |
368,015
|
| |
—
|
| |
273,577
|
| |
—
|
| |
198,728
|
| |
—
|
| |
11,882 (2)(4)
|
| |
852,202
|
|
|
2019
|
| |
320,195
|
| |
—
|
| |
286,020
|
| |
—
|
| |
143,234
|
| |
—
|
| |
7,055
|
| |
756,504
|
|
(1)
|
Amounts reflect the grant date fair value of stock awards for each of the last three fiscal years computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the PSU and RSU awards are set forth in Note 17 of the Notes to the Audited Consolidated Financial Statements in the 2020 Annual Report. If the highest level of performance were assumed in the valuation of the PSU awards for 2020, the grant date fair market value of the PSU awards granted in 2020 would have been $2,163,159 for Mr. Stelling, $1,298,118 for Mr. Blair, $432,718 for Mr. Gregory, $432,718 for Mr. Holladay and $242,349 for Mr. Derrick. If the highest level of performance were assumed in the valuation of the PSU and RSU awards for 2019, the grant date fair value of the PSU and RSU awards granted in 2019 would have been $3,566,655 for Mr. Stelling, $2,441,543 for Mr. Blair, $642,020 for Mr. Holladay and $429,030 for Mr. Derrick (Mr. Gregory was not granted performance awards in 2019). If the highest level of performance were assumed in the valuation of the PSU and RSU awards for 2018, the grant date fair value of the PSU and RSU awards granted in 2018 would have been $3,532,579 for Mr. Stelling, $1,413,110 for Mr. Blair, and $635,987 for Mr. Holladay.
|
(2)
|
Amount includes company contributions by Synovus to nonqualified deferred compensation plans of $348,386, $27,763, $16,406, and $11,312 for each of Messrs. Stelling, Gregory, Holladay and Derrick, respectively.
|
(3)
|
Amount includes contributions by Synovus under the 2011 Synovus Director Stock Purchase Plan of $3,000 for Mr. Stelling. Amount also includes incremental costs of perquisites totaling $44,890 for Mr. Stelling. These perquisites include a housing allowance of $26,400, financial planning assistance of $17,500, and transportation service costs of $990. Mr. Stelling receives security alarm monitoring service for which there is no incremental cost to the Company.
|
(4)
|
Amount includes financial planning assistance of $7,500 for Mr. Holladay, relocation benefits of $58,144 for Mr. Gregory, and the actuarial value of salary continuation life insurance benefit of $2,177 for Mr. Holladay and $570 for Mr. Derrick.
|
58
|
| |
— 2021 Proxy Statement
|
|
|
| |
|
| |
|
| |
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
| |
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
| |
All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
|
| |
Grant
Date Fair
Value of
Stock
Awards(3)
($)
|
| ||||||||||||
|
Name
|
| |
Grant
Date
|
| |
Action
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| ||||||
|
Kessel D. Stelling
|
| |
2-13-20
(Cash Incentive)
|
| |
2-13-20
|
| |
$703,125
|
| |
$1,406,250
|
| |
$2,109,375
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2-13-20 (PSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
20,173
|
| |
40,345
|
| |
60,518
|
| |
—
|
| |
$1,442,334
|
| |||
|
2-13-20 (RSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
26,897
|
| |
1,000,030
|
| |||
|
Kevin S. Blair
|
| |
2-13-20
(Cash Incentive)
|
| |
2-13-20
|
| |
347,625
|
| |
695,250
|
| |
1,042.875
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2-13-20 (PSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
12,104
|
| |
24,207
|
| |
48,414
|
| |
—
|
| |
865,400
|
| |||
|
2-13-20 (RSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
16,138
|
| |
600,011
|
| |||
|
Andrew J. Gregory, Jr.
|
| |
2-13-20
(Cash Incentive)
|
| |
2-13-20
|
| |
133,504
|
| |
267,188
|
| |
400,782
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2-13-20 (PSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
4,035
|
| |
8,069
|
| |
12,104
|
| |
—
|
| |
288,467
|
| |||
|
2-13-20 (RSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,380
|
| |
200,028
|
| |||
|
Mark G. Holladay
|
| |
2-13-20
(Cash Incentive)
|
| |
2-13-20
|
| |
122,971
|
| |
245,941
|
| |
368,912
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2-13-20 (PSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
4,035
|
| |
8,069
|
| |
12,104
|
| |
—
|
| |
288,467
|
| |||
|
2-13-20 (RSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,380
|
| |
200,028
|
| |||
|
Robert W. Derrick
|
| |
2-13-20
(Cash Incentive)
|
| |
2-13-20
|
| |
112,500
|
| |
225,000
|
| |
337,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2-13-20 (PSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
2,260
|
| |
4,519
|
| |
9,038
|
| |
—
|
| |
161,554
|
| |||
|
2-13-20 (RSUs)
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,013
|
| |
112,023
|
|
(1)
|
Reflects threshold, target and maximum payout opportunities under the annual incentive plan based on 2020 performance. The actual amount of annual incentive earned by the named executive officer is reported under the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For more information regarding the annual incentive plan, see the discussion under “Short Term Incentives” in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement.
|
(2)
|
Reflects threshold, target and maximum number of shares that may be earned under awards of PSUs. The PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ weighted average ROATCE and relative TSR during the performance period, the actual payout of the performance stock units can range from 0% to 150% of the target amount.
|
(3)
|
Amounts reflect the grant date fair value of long-term incentive awards computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the long-term incentive awards are set forth in Note 17 of the Notes to the Audited Consolidated Financial Statements in the 2020 Annual Report.
|
— 2021 Proxy Statement
|
| |
59
|
|
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number
of Shares
or Units
of Stock
That
Have Not
Vested(1)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)(1)
|
| |
Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)(2)
|
|
|
Kessel D. Stelling
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
28,343(3)
|
| |
$917,463
|
|
|
2-13-20
|
| |
—
|
| |
—
|
| |
42,513(4)
|
| |
1,376,146
|
| |||
|
2-7-19
|
| |
—
|
| |
—
|
| |
43,761(4)
|
| |
1,416,544
|
| |||
|
2-7-19
|
| |
—
|
| |
—
|
| |
19,451(5)
|
| |
629,629
|
| |||
|
2-8-18
|
| |
35,396(4)
|
| |
$1,145,769
|
| |
—
|
| |
—
|
| |||
|
2-8-18
|
| |
—
|
| |
—
|
| |
7,871(5)
|
| |
254,784
|
| |||
|
Kevin S. Blair
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
17,004(3)
|
| |
550,419
|
|
|
2-13-20
|
| |
—
|
| |
—
|
| |
25,508(4)
|
| |
825,694
|
| |||
|
2-7-19
|
| |
—
|
| |
—
|
| |
9,726(5)
|
| |
314,831
|
| |||
|
2-7-19
|
| |
—
|
| |
—
|
| |
21,879(4)
|
| |
708,223
|
| |||
|
12-12-19
|
| |
—
|
| |
—
|
| |
8,815(5)
|
| |
285,342
|
| |||
|
2-8-18
|
| |
14,155(4)
|
| |
458,197
|
| |
—
|
| |
—
|
| |||
|
2-8-18
|
| |
—
|
| |
—
|
| |
3,151(5)
|
| |
101,998
|
| |||
|
Andrew J. Gregory, Jr.
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
5,667(3)
|
| |
183,441
|
|
|
2-13-20
|
| |
—
|
| |
—
|
| |
8,501(4)
|
| |
275,177
|
| |||
|
6-24-19
|
| |
—
|
| |
—
|
| |
6,410(3)
|
| |
207,492
|
| |||
|
Mark G. Holladay
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
5,667(3)
|
| |
183,441
|
|
|
2-13-20
|
| |
—
|
| |
—
|
| |
8,501(4)
|
| |
275,177
|
| |||
|
2-7-19
|
| |
—
|
| |
—
|
| |
7,874(4)
|
| |
254,881
|
| |||
|
2-7-19
|
| |
—
|
| |
—
|
| |
3,501(5)
|
| |
113,327
|
| |||
|
2-8-18
|
| |
6,367(4)
|
| |
206,100
|
| |
—
|
| |
—
|
| |||
|
2-8-18
|
| |
—
|
| |
—
|
| |
1,422(5)
|
| |
46,030
|
| |||
|
Robert W. Derrick
|
| |
2-13-20
|
| |
—
|
| |
—
|
| |
3,174(3)
|
| |
102,742
|
|
|
2-13-20
|
| |
—
|
| |
—
|
| |
4,761(4)
|
| |
154,114
|
| |||
|
2-7-19
|
| |
—
|
| |
—
|
| |
4,899(4)
|
| |
158,581
|
| |||
|
2-7-19
|
| |
—
|
| |
—
|
| |
2,179(5)
|
| |
70,534
|
| |||
|
2-8-18
|
| |
—
|
| |
—
|
| |
595(3)
|
| |
19,260
|
|
(1)
|
Includes additional stock awards credited by reason of such awards earning dividend equivalents. RSUs, PSUs and MRSUs also vest in the event of death, disability or retirement after age 65 with 10 or more years of service.
|
(2)
|
Market value is calculated based on the closing price of Synovus’ common stock on December 31, 2020 ($32.37) as reported on the NYSE.
|
(3)
|
RSUs have a three-year service requirement and vest 33.3% each year over three years.
|
(4)
|
PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ weighted average ROATCE and relative TSR (with ROAA replacing relative TSR for the 2018 and 2019 grants) during the performance period, the payout of the PSUs may range from 0% to 150% of the target amount. In accordance with SEC rules, the number of unearned PSUs reflected in the table is based on an assumed achievement at the target performance level. PSUs granted in 2018 shown at 100% of target, although these PSUs were forfeited on February 8, 2021 because threshold performance goals were not attained.
|
(5)
|
MRSUs have a three-year service requirement (one-third vest for each year of service following grant) and three one-year performance periods. Based upon Synovus’ total shareholder return during the performance period, the number of MRSUs that vest each year may be adjusted upward or downward 25%. In accordance with SEC rules, the number of MRSUs in the table is based on an assumed achievement at the target performance level.
|
60
|
| |
— 2021 Proxy Statement
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise
(#)
|
| |
Value Realized
on Exercise
($)
|
| |
Number of Shares
Acquired on Vesting
(#)
|
| |
Value Realized
on Vesting
($)(1)
|
|
|
Kessel D. Stelling
|
| |
—
|
| |
—
|
| |
78,063
|
| |
$2,840,160
|
|
|
Kevin S. Blair
|
| |
—
|
| |
—
|
| |
36,086
|
| |
1,297,717
|
|
|
Andrew J. Gregory, Jr.
|
| |
—
|
| |
—
|
| |
3,151
|
| |
66,797
|
|
|
Mark G. Holladay
|
| |
—
|
| |
—
|
| |
9,967
|
| |
362,681
|
|
|
Robert W. Derrick
|
| |
—
|
| |
—
|
| |
2,331
|
| |
85,012
|
|
(1)
|
Reflects the fair market value of the underlying shares as of the vesting date.
|
|
Name
|
| |
Executive
Contributions
in Last FY
($)(1)
|
| |
Registrant
Contributions
in Last FY
($)(2)
|
| |
Aggregate
Earnings
in Last FY
($)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance
at Last FYE
($)(3)
|
|
|
Kessel D. Stelling
|
| |
$112,500
|
| |
$348,386
|
| |
$336,773
|
| |
—
|
| |
$4,217,292
|
|
|
Kevin S. Blair
|
| |
—
|
| |
—
|
| |
17,481
|
| |
—
|
| |
111,441
|
|
|
Andrew J. Gregory, Jr.
|
| |
50,415
|
| |
27,763
|
| |
13,734
|
| |
—
|
| |
105,655
|
|
|
Mark G. Holladay
|
| |
18,394
|
| |
16,406
|
| |
153,757
|
| |
—
|
| |
1,064,698
|
|
|
Robert W. Derrick
|
| |
39,886
|
| |
11,312
|
| |
17,043
|
| |
—
|
| |
153,863
|
|
(1)
|
The amounts included in this column are included in the Summary Compensation Table for 2020 as “Salary.”
|
(2)
|
The amounts included in this column are included in the Summary Compensation Table for 2020 as “All Other Compensation.”
|
(3)
|
Of the balances reported in this column, the amounts of $1,645,653, $44,190, $27,763, $232,007, and $11,312 with respect to Messrs. Stelling, Blair, Gregory, Holladay and Derrick, respectively, were reported as compensation in the Summary Compensation table in previous years.
|
(4)
|
The year-end balance for Mr. Stelling includes $2,111,266 in the Deferred Plan, which had contributions of $94,734 for 2020, and $2,106,026 in the Riverside Plan, which had contributions of $253,652 in 2020.
|
— 2021 Proxy Statement
|
| |
61
|
|
|
| |
Base
Salary
|
| |
Average
3-Yrs
Short-
Term
Incentive
Award
|
| |
Pro-Rata
Target
Short-
Term
Incentive
Award
|
| |
Health
and
Welfare
Benefits
|
| |
Stock
Award
Vesting(1)
|
| |
Excise
Tax
Gross-
up(2)
|
| |
Total
|
|
|
Kessel D. Stelling
|
| |
$3,375,000
|
| |
$4,882,500
|
| |
$1,406,250
|
| |
$75,420
|
| |
$5,740,335
|
| |
—
|
| |
$15,479,505
|
|
|
Kevin S. Blair
|
| |
2,085,750
|
| |
1,877,175
|
| |
695,250
|
| |
75,420
|
| |
3,244,704
|
| |
—
|
| |
7,798,299
|
|
|
Andrew J. Gregory, Jr.
|
| |
1,425,000
|
| |
1,097,250
|
| |
267,188
|
| |
75,420
|
| |
666,110
|
| |
—
|
| |
3,530,968
|
|
|
Mark G. Holladay
|
| |
1,229,706
|
| |
885,388
|
| |
245,941
|
| |
75,420
|
| |
1,078,956
|
| |
—
|
| |
3,515,411
|
|
|
Robert W. Derrick
|
| |
750,000
|
| |
257,475
|
| |
225,000
|
| |
50,280
|
| |
505,231
|
| |
—
|
| |
1,787,986
|
|
(1)
|
Estimated by multiplying number of stock awards that vest upon change of control by fair market value on December 31, 2020. Awards vest in full at target upon involuntary or constructive termination of employment within two years following a change of control. Stock awards also vest upon death, disability or retirement after age 65 with 10 or more years of service.
|
(2)
|
Excise taxes on vesting of PSU awards estimated by including full value of awards. Excise taxes on vesting of restricted stock unit and MRSU awards estimated by multiplying amount of awards that vest upon change of control by 1% for each month of accelerated vesting. Total estimated excise tax amount divided by 43.55%, which percentage is designed to calculate the amount of gross-up payment necessary so that executive is placed in the same position as though excise tax did not apply. No gross-up payment is made if change of control payment does not exceed IRS cap by 110%, which was the case for Messrs. Stelling and Holladay. The agreements for Mr. Blair, Mr. Gregory and Mr. Derrick do not contain a gross-up provision.
|
62
|
| |
— 2021 Proxy Statement
|
— 2021 Proxy Statement
|
| |
63
|
•
|
the employment of non-executive officers who are immediate family members of a related party of Synovus so long as the annual compensation received by this person does not exceed $250,000, which employment is reviewed by the Committee at its next regularly scheduled meeting; and
|
•
|
certain limited charitable contributions by Synovus, which transactions are reviewed by the Committee at its next regularly scheduled meeting.
|
•
|
certain lending transactions between related parties and Synovus and any of its banking and brokerage subsidiaries;
|
•
|
certain other financial services provided by Synovus or any of its subsidiaries to related parties, including retail brokerage, deposit relationships, investment banking and other financial advisory services; and
|
•
|
transactions that occurred, or in the case of ongoing transactions, transactions that began, prior to the date of the adoption of the policy by the Synovus Board.
|
64
|
| |
— 2021 Proxy Statement
|
— 2021 Proxy Statement
|
| |
65
|
•
|
Only one Notice or Proxy Statement and 2020 Annual Report will be delivered to multiple shareholders sharing an address unless you notify your broker or bank to the contrary;
|
•
|
You can contact Synovus by calling (706) 641-6500 or by writing Director of Investor Relations, Synovus Financial Corp., 1111 Bay Avenue, Suite 200, Columbus, Georgia 31901 to request a separate copy of the Notice or 2020 Annual Report and Proxy Statement for the Annual Meeting and for future meetings or, if you are currently receiving multiple copies, to receive only a single copy in the future or you can contact your bank or broker to make a similar request; and
|
•
|
You can request delivery of a single copy of the Notice, 2020 Annual Report or Proxy Statement from your bank or broker if you share the same address as another Synovus shareholder and your bank or broker has determined to household proxy materials.
|
66
|
| |
— 2021 Proxy Statement
|
•
|
The director is, or has been within the last three years, an employee of the Company or an immediate family member is, or has been within the last three years, an executive officer of the Company.
|
•
|
The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (Compensation received by an immediate family member for service as an employee of the Company (other than an executive officer) is not taken into consideration under this independence standard).
|
•
|
(A) The director is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time.
|
•
|
The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee.
|
•
|
The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. (The principal amount of loans made by the Company to any director or immediate family member shall not be taken into consideration under this independence standard; however, interest payments or other fees paid in association with such loans would be considered payments.)
|
•
|
The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services (including financial services) in an amount which, in the prior fiscal year, is less than the greater of $1 million, or 2% of such other company’s consolidated gross revenues. (In the event this threshold is exceeded, and where applicable in the standards set forth below, the three year “look back” period referenced above will apply to future independence determinations).
|
•
|
The director or an immediate family member of the director is a partner of a law firm that provides legal services to the Company and the fees paid to such law firm by the Company in the prior fiscal year were less than the greater of $1 million, or 2% of the law firm’s total revenues.
|
•
|
The director or an immediate family member of the director is an executive officer of a tax exempt organization and the Company’s contributions to the organization in the prior fiscal year were less than the greater of $1 million, or 2% of the organization’s consolidated gross revenues.
|
•
|
The director received less than $120,000 in direct compensation from the Company during the prior twelve month period, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
|
•
|
The director’s immediate family member received in his or her capacity as an employee of the Company (other than as an executive officer of the Company), less than $250,000 in direct compensation from the Company in the prior fiscal year, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
|
•
|
The director or an immediate family member of the director has, directly, in his or her individual capacities, or, indirectly, in his or her capacity as the owner of an equity interest in a company of which he or she is not an employee, lending relationships, deposit relationships or other banking relationships (such as depository, trusts and estates, private banking, investment banking, investment management, custodial, securities brokerage, insurance, cash management and similar services) with the Company provided that:
|
1.
|
Such relationships are in the ordinary course of business of the Company and are on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons; and
|
— 2021 Proxy Statement
|
| |
A-1
|
2.
|
With respect to extensions of credit by the Company’s subsidiaries:
|
(a)
|
such extensions of credit have been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve, Sections 23A and 23B of the Federal Reserve Act and Section 13(k) of the Securities Exchange Act of 1934; and
|
(b)
|
no event of default has occurred under the extension of credit.
|
•
|
members of the Audit Committee shall not (a) accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries other than directors’ fees or (b) be an “affiliated person” of the Company or any or its subsidiaries, all as set forth in Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
|
•
|
members of the Compensation Committee (a) shall not have any relationship to the Company that is material to such director’s ability to be independent from the Company’s management in connection with the duties of a Compensation Committee member, after taking into consideration all factors specifically relevant to the relationship pursuant to NYSE Listing Standard 303A.02(a)(ii) and the criteria set forth in Rule 10C-1(b)(1) promulgated under the Exchange Act and (b) must qualify as “outside directors” as such term is defined under Section 162(m) of the Internal Revenue.
|
A-2
|
| |
— 2021 Proxy Statement
|
A.
|
Administrator: The Administrator of the Plan, which shall be Synovus or any Affiliate designated by Synovus from time to time to administer the Plan.
|
B.
|
Affiliate of Synovus: Subsidiaries of Synovus or divisions of Synovus Bank.
|
C.
|
Agent: The Agent of the Plan, which shall be Fidelity Investments and any duly appointed successor Agent.
|
D.
|
Beneficiary Designation Election: The election that a Participant makes to designate the Participant's beneficiary to receive his or her interest in the Plan in the event of Participant's death prior to receipt thereof.
|
E.
|
Compensation: The base salary or wages paid to a Participant by a Participating Employer, including commissions for those Participants who are paid solely on a commission basis (unless a Participant's written employment agreement (if any) with Synovus or any affiliate company of Synovus establishes a contractual limitation for such Participant, in which case “Compensation” for such Participant would be as defined in such written Employment Agreement), but excluding bonuses, incentive bonuses, overtime pay or amounts contributed by a Participating Employer to this or any other non-qualified plan or trust, to any qualified plan or trust within the meaning of Sections 401(a) and 501 of the Internal Revenue Code of 1986, as amended, including, but not limited to, the Synovus Profit Sharing, 401(k) Savings and Money Purchase Pension Plans, or such other qualified employee benefit, fringe benefit or welfare benefit plan Synovus or a Participating Employer may hereafter adopt. The maximum amount of Compensation that may be taken into account under the Plan for any purpose on an annual basis shall be $250,000.
|
F.
|
Deduction Date: The payroll date upon which bi-weekly Participant payroll deductions and bi-weekly Participating Employer contributions to the Plan shall be made.
|
G.
|
Effective Date of the Plan: July 1, 2021.
|
H.
|
Eligible Employee: Any employee of a Participating Employer who has been regularly scheduled to work twenty (20) hours per week or more for any Participating Employer for a period of ninety (90) calendar days or more. Employment includes authorized leaves of absence and all uninterrupted periods of employment by one or more Participating Employers.
|
I.
|
First Deduction Date: The first Deduction Date of an Eligible Employee following ninety (90) calendar days of employment.
|
J.
|
Participant: An Eligible Employee who shall have become a Participant in the Plan by making a Payroll Deduction Authorization Election and (i) whose participation in the Plan shall not have been terminated in accordance with Article XIII or XIV of the Plan, or (ii) who shall have been reinstated as a Participant in the Plan in accordance with Article II of the Plan.
|
K.
|
Participating Employer: Synovus, any Affiliate of Synovus, Synovus Bank or any division of Synovus Bank.
|
L.
|
Payroll Deduction Authorization Election: The election which each Eligible Employee must make to become a Participant or to change participation in the Plan, whether such election is made telephonically, electronically or otherwise as authorized by Synovus. This election shall contain, in addition to other pertinent payroll deduction information, the Participant's appointment of the Agent to provide for the acquisition of Synovus Common Stock for his or her benefit under the Plan.
|
M.
|
Plan: The Synovus Financial Corp. 2021 Employee Stock Purchase Plan.
|
N.
|
Plan Account: The separate account that is required to be established and maintained with respect to each Participant for the purpose of recording the Participant’s cash contributions, Participating Employer contributions, and Synovus Common Stock purchased and allocated for the Participant under the Plan.
|
O.
|
Plan Year: The period commencing on January 1st of each year and ending on December 31st of each year.
|
P.
|
Synovus: Synovus Financial Corp., the sponsor and administrator of the Plan.
|
Q.
|
Synovus Common Stock: The shares of common stock, par value of $1.00 per share, Synovus, and any shares that may be issued and exchanged for or upon a change of such shares whether in subdivision or in combination thereof and whether as a part of a classification or reclassification thereof, or otherwise.
|
— 2021 Proxy Statement
|
| |
B-1
|
(a)
|
The Participant's Compensation; and
|
(b)
|
The Participant's period of employment with a Participating Employer during which period the Participant has been regularly scheduled to work twenty (20) hours per week or more, according to the following schedule:
|
|
Participant's Period of Employment
|
| |
Maximum Percentage of
Compensation for Participant
Payroll Deductions
|
|
|
At least three months, but less than one year
|
| |
3%
|
|
|
At least one year, but less than five years
|
| |
5%
|
|
|
At least five years, but less than ten years
|
| |
6%
|
|
|
Ten years or more
|
| |
7%
|
|
(a)
|
To make provision for payment of contributions to the Agent.
|
(b)
|
To establish rules for the administration and to construe the terms of the Plan, including, but not limited to, the discretionary authority to determine eligibility for participation in the Plan, a Participant’s period of employment and the maximum percentage and amount of
|
B-2
|
| |
— 2021 Proxy Statement
|
(c)
|
To develop rules and procedures for making Participant elections or changes in connection with the Plan.
|
(d)
|
To maintain, with the assistance of the Agent, records, including, but not limited to, those with respect to Participating Employer contributions, Participant payroll deductions and dividends paid to the Agent.
|
(e)
|
To file with the appropriate governmental agencies any and all reports and notifications required of the Plan and to provide all Participants and beneficiaries with any and all reports and notifications to which they are by law entitled.
|
(f)
|
To engage a certified public accountant to perform an annual audit of the Plan.
|
(g)
|
To give prompt notification to the Agent of the effectiveness, and the initiation of proceedings that would result in the termination of effectiveness, of the registration, exemption or qualification of the Plan and/or the Synovus Common Stock offered thereunder under applicable federal and state securities laws.
|
(h)
|
To receive and to promptly forward to the Agent the written requests of Participants for the issuance to any third party of shares or cash, if applicable, for all or part of the full number of shares of Synovus Common Stock in such Participants' Plan Accounts.
|
(i)
|
To perform any and all other functions reasonably necessary to administer the Plan.Synovus shall indemnify each employee of Synovus and the Participating Employers involved in the administration of the Plan against all costs, expenses and liabilities, including attorney's fees, incurred in connection with any action, suit, or proceeding instituted against such employee alleging any act or omission or commission performed by such employee while acting in good faith in discharging his or her duties with respect to the Plan. This indemnification is limited to the extent such costs and expenses are not covered under insurance as may be now or hereafter provided by Synovus or the appropriate Participating Employer.
|
(a)
|
To purchase for the benefit of the Participants in the Plan shares of Synovus Common Stock in its name as Agent, to receive the shares of Synovus Common Stock previously acquired under the existing Plan and to retain the same and to cause the shares of Synovus Common Stock held as part of the Fund to be allocated, reallocated, and disposed of pursuant to the terms of the Plan.
|
(b)
|
To cause any Synovus Common Stock held as part of the Fund to be registered in the Agent's own name or in the name of one or more nominees, but the books and records of the Agent shall at all times show that all such investments are part of the Fund.
|
(c)
|
To keep such portion of the Fund in cash or cash balances as the Agent, from time to time, may in its sole discretion deem to be in the best interests of the Participants in the Plan without liability for interest thereon.
|
(d)
|
To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments as may be necessary or appropriate to carry out the powers herein granted.
|
(e)
|
To employ subagents to engage in the actual open market purchase of Synovus Common Stock for the benefit of the Participants in the Plan.
|
(f)
|
To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Agent may deem necessary or desirable to administer the Fund, and to carry out and satisfy the purposes and intent of the Plan.
|
— 2021 Proxy Statement
|
| |
B-3
|
B-4
|
| |
— 2021 Proxy Statement
|
(a)
|
Holding Period. Shares of Synovus Common Stock purchased by the Agent on behalf of any Participant, other than shares of Synovus Common Stock purchased through dividend reinvestment, must be held in such Participant’s Plan Account for a minimum of six (6) months following the date of purchase. During this six (6) month period, the Shares of Synovus Common Stock subject to the holding period may not be sold, transferred, assigned, pledged, or otherwise disposed of in any manner whatsoever, except as otherwise provided in the Plan.
|
(b)
|
State Laws. No Synovus Common Stock will be offered or sold under the Plan to any Eligible Employee in any state where the sale of such stock is not permitted under the applicable laws of such state. For purposes of this Article XVI, the offering or sale of stock is not permitted under the applicable laws of a state if, inter alia, the securities laws of such state would require the Plan and/or the Synovus Common Stock offered pursuant thereto, to be registered in such state and the Plan and/or Synovus Common Stock is not registered therein.
|
— 2021 Proxy Statement
|
| |
B-5
|
B-6
|
| |
— 2021 Proxy Statement
|
A.
|
Advisory Director: Any person who is not an employee of Synovus or Synovus Bank and serves as a market advisory director (as defined in the Synovus Bank bylaws) of Synovus Bank. Persons who serve in multiple capacities as market advisory directors of one or more of such market advisory boards of Synovus Bank shall be allowed to participate in the Plan in only one such capacity, and, if such multiple capacities involve service as a Synovus Director and as director of any market advisory board, such single participation shall be limited to participation at the Synovus Director level.
|
B.
|
Agent of the Plan, or Agent: American Stock Transfer and Trust Company, LLC, or any duly appointed successor Agent.
|
C.
|
Automatic Transfer Contribution Form: The form which a Participant must forward to the Agent through Synovus in order to participate in the Plan. This form shall contain a description, including the account number, of the demand deposit account maintained by the Participant from which the Participant desires his or her Participant contribution to the Agent of the Plan to be made by automatic transfer.
|
D.
|
Contribution Date: For Participants, the Contribution Date shall be on the date in each calendar quarter on which Participant contributions to the Plan shall be made. Synovus shall have the sole discretion to determine the Contribution Date and shall provide reasonable notification of such Contribution Date to the Participants.
|
E.
|
Director: Any Advisory Director or Synovus Director.
|
F.
|
Effective Date of the Plan: June 1, 2021.
|
G.
|
Matching Contribution: Amount paid by Synovus for the benefit of any eligible Participant, in an amount of up to fifty percent (50%) of such eligible Participant’s contribution. The Matching Contribution in effect at any time shall be established by resolution of the Board of Directors of Synovus. Participants shall be provided with written notice of any decrease in the Matching Contribution percentage prior to the effective date of such decrease.
|
H.
|
Offering Period: Any business day of each calendar month, during which Directors may elect to begin participation in the Plan.
|
I.
|
Participant: Any Director who shall have become a Participant in the Plan by submitting to the Agent through Synovus an Automatic Transfer Contribution Form and whose participation in the Plan shall not have been terminated.
|
J.
|
Plan Account: The separate account that is required to be established and maintained with respect to each Participant for the purpose of recording the Participant’s cash contributions, Matching Contributions and Synovus Common Stock purchased for and allocated to the Participant under the Plan.
|
L.
|
Plan Year: The period commencing on January 1st of each year and ending on December 31st of each year.
|
M.
|
Synovus: Synovus Financial Corp., a Georgia corporation.
|
N.
|
Synovus Bank: Synovus Bank, a Georgia state-chartered bank and wholly-owned subsidiary of Synovus.
|
O.
|
Synovus Common Stock: The shares of common stock, par value $1.00 per share, of Synovus, and any shares that may be issued and exchanged for or upon a change of such shares whether in subdivision or in combination thereof and whether as a part of a classification or reclassification thereof, or otherwise.
|
P.
|
Synovus Director: Any person who serves as a member of the Board of Directors of Synovus or Synovus Bank.
|
— 2021 Proxy Statement
|
| |
C-1
|
(a)
|
Advisory Directors shall contribute at one of the three levels of participation shown below, with the exact participation level to be determined at the discretion of the Advisory Director as designated on the Automatic Transfer Contribution Form:
|
|
Advisory Director
Participation Level
|
| |
Advisory Director
Contribution Amount
|
|
|
A
|
| |
$1,000.00
|
|
|
B
|
| |
$666.66
|
|
|
C
|
| |
$333.33
|
|
(b)
|
Synovus Directors shall contribute in an amount of $5,000.00 per quarter or less, with the exact amount to be determined at the discretion of the Synovus Director as designated on the Automatic Transfer Contribution Form.
|
(a)
|
To establish rules for the administration and make interpretations of the Plan, which rules and interpretations will apply to all Participants similarly situated.
|
(b)
|
To make provision for payment of contributions to the Agent.
|
(c)
|
To maintain, with the assistance of the Agent, records, including, but not limited to, those with respect to the Matching Contribution percentage in effect from time to time, Participant contributions and Matching Contributions and dividends paid to the Agent.
|
(d)
|
To file with the appropriate governmental agencies any and all reports and notifications required of the Plan and to provide all Participants with any and all reports and notifications to which they are by law entitled.
|
(e)
|
To engage a certified public accountant to perform an annual audit of the Plan.
|
(f)
|
To give prompt notification to the Agent of the effectiveness, the initiation of proceedings that could result in the termination of effectiveness and the termination of effectiveness of registration, exemption or qualification of the Plan and/or the Synovus Common Stock offered thereunder under federal and applicable state securities laws.
|
(g)
|
To receive from and, upon its approval thereof, to promptly forward to the Agent any written requests of Participants for the transfer of shares out of the Plan for all or part of the full number of shares of Synovus Common Stock in such Participants’ Plan Accounts.
|
(h)
|
To give prompt notification to the Agent of the termination of the participation of any Participant in the Plan for any reason whatsoever.
|
(i)
|
To perform any and all other functions reasonably necessary to administer the Plan.
|
C-2
|
| |
— 2021 Proxy Statement
|
(a)
|
To purchase for the benefit of the Participants in the Plan shares of Synovus Common Stock in its name as Agent, and to retain the same and to cause the shares of Synovus Common Stock held as part of the Fund to be allocated, reallocated and disposed of pursuant to the terms of the Plan.
|
(b)
|
To cause any Synovus Common Stock held as part of the Fund to be registered in the Agent’s own name or in the name of one or more nominees, but the books and records of the Agent shall at all times show that all such investments are part of the Fund.
|
(c)
|
To keep such portions of the Fund in cash or cash balances as the Agent, from time to time, may in its sole discretion deem to be in the best interests of the Participants in the Plan without liability for interest thereon.
|
(d)
|
To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments as may be necessary or appropriate to carry out the powers herein granted.
|
(e)
|
To employ subagents to engage in the actual open market purchase of Synovus Common Stock for the benefit of the Participants in the Plan.
|
(f)
|
To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Agent may deem necessary or desirable to administer the Fund, and to carry out and satisfy the purposes and intent of the Plan.
|
— 2021 Proxy Statement
|
| |
C-3
|
C-4
|
| |
— 2021 Proxy Statement
|
(a)
|
Holding Period. Shares of Synovus Common Stock purchased by the Agent on behalf of any Participant, other than shares of Synovus Common Stock purchased through dividend re-investment, must be held in such Participant’s Plan Account for a minimum of six (6) months following the date of purchase. During this six (6) month period, the shares of Synovus Common Stock subject to this holding period may not be sold, transferred, assigned, pledged, or otherwise disposed of in any manner whatsoever, except as otherwise provided in the Plan.
|
(b)
|
State Law. No Synovus Common Stock will be offered or sold under the Plan to any Director in any state where the sale of such stock is not permitted under the applicable laws of such state. For purposes of this Article 16, the offering or sale of stock is not permitted under the applicable laws of a state if, inter alia, the securities laws of such state would require the Plan and/or the Synovus Common Stock offered pursuant thereto, to be registered in such state and the Plan and/or Synovus Common Stock is not registered therein.
|
— 2021 Proxy Statement
|
| |
C-5
|
C-6
|
| |
— 2021 Proxy Statement
|
Establishment, Purpose, and Duration
|
1.1
|
Establishment. Synovus Financial Corp. (hereinafter referred to as the “Company”) hereby establishes an incentive compensation plan to be known as Synovus Financial Corp. 2021 Omnibus Plan (hereinafter referred to as the “Plan”), as set forth in this document.
|
1.2
|
Purpose of the Plan. The purpose of the Plan is to advance the interests of the Company and its shareholders through Awards that give Employees and Directors a personal stake in the Company’s growth, development and financial success. Awards under the Plan will motivate Employees and Directors to devote their best efforts to the business of the Company. They will also help the Company attract and retain the services of Employees and Directors who are in a position to make significant contributions to the Company’s future success.
|
1.3
|
Duration of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date or, if the shareholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth (10th) anniversary of the date of such approval. After the Plan’s termination, no new Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions, including the terms and conditions of the Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of: (a) the date the Plan is adopted by the Board, or (b) the Effective Date.
|
Article 2.
|
Definitions
|
2.1
|
“Affiliate” shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee.
|
2.2
|
“Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3.
|
2.3
|
“Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan.
|
2.4
|
“Award Agreement” means either: (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet, or other nonpaper Award Agreements, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant.
|
2.5
|
“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such terms in Rule 13d-3 promulgated under the Exchange Act.
|
2.6
|
“Board” or “Board of Directors” means the Board of Directors of the Company.
|
2.7
|
“Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10.
|
2.8
|
“Change of Control” means any of the following events: (a) the acquisition by any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company or a subsidiary or any Company employee benefit plan (including its trustee)), of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total number of shares of the Company’s then outstanding securities; (b) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the total number of shares of the Company’s outstanding securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the total number of shares of the then outstanding securities of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding
|
— 2021 Proxy Statement
|
| |
D-1
|
2.9
|
“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.
|
2.10
|
“Committee” means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
|
2.11
|
“Company” means Synovus Financial Corp., a Georgia corporation, and any successor thereto as provided in Article 18 herein.
|
2.12
|
“Director” means any individual who is a member of the Board of Directors of the Company.
|
2.13
|
“Effective Date” has the meaning set forth in Section 1.1.
|
2.14
|
“Employee” means any individual designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company, Affiliate, and/or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company, Affiliate, and/or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as, a common-law employee of the Company, Affiliate, and/or Subsidiary during such period.
|
2.15
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
|
2.16
|
“Fair Market Value” or “FMV” means a price that is based on the closing price of a Share reported on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be deemed to be equal to the reported closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.
|
2.17
|
“Full-Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares.
|
2.18
|
“Grant Price” means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.
|
2.19
|
“Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option that is intended to meet the requirements of Code Section 422 or any successor provision.
|
2.20
|
“Independent Directors” means those members of the Board who qualify at any given time as (a) an “independent” director under the applicable rules of the NYSE and (b) a “non-employee” director under Rule 16b-3 of the Exchange Act.
|
2.21
|
“Insider” shall mean an individual who is, on the relevant date, an executive officer or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.
|
2.22
|
“Nonemployee Director” means a Director who is not an Employee.
|
2.23
|
“Nonemployee Director Award” means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan.
|
2.24
|
“Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.
|
2.25
|
“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.
|
2.26
|
“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
|
2.27
|
“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.
|
2.28
|
“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.
|
2.29
|
“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.
|
2.30
|
“Performance Share” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
|
D-2
|
| |
— 2021 Proxy Statement
|
2.31
|
“Performance Unit” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
|
2.32
|
“Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.
|
2.33
|
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
|
2.34
|
“Plan” means the Synovus Financial Corp. 2021 Omnibus Plan.
|
2.35
|
“Plan Year” means the calendar year.
|
2.36
|
“Prior Plan” means the Synovus Financial Corp. 2013 Omnibus Plan.
|
2.37
|
“Restricted Stock” means an Award of Shares granted to a Participant pursuant to Article 8.
|
2.38
|
“Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant.
|
2.39
|
“Share” means a share of common stock of the Company, par value $1.00 per share.
|
2.40
|
“Share Authorization” means the maximum number of Shares available for issuance to Participants under this Plan as set forth in Article 4.
|
2.41
|
“Stock Appreciation Right” or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article 7 herein.
|
2.42
|
“Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.
|
Article 3.
|
Administration
|
3.1
|
General. The Plan shall be administered by the Committee, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals or entities, any of which may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding on the Participants, the Company, and all other interested individuals.
|
3.2
|
Authority of the Committee. The Committee is authorized and empowered to administer the Plan and, subject to the provisions of the Plan, shall have full power to (i) designate Employees and Directors to be recipients of Awards; (ii) determine the type and size of Awards; (iii) determine the terms and conditions of Awards; (iv) construe and interpret the terms of the Plan and any Award Agreement or other instrument entered into under the Plan; (v) establish, amend, or waive rules and regulations for the Plan’s administration; (vi) subject to the provisions of Section 4.4., authorize conversion or substitution under the Plan of any or all outstanding option or other awards held by service providers of an entity acquired by the Company on terms determined by the Committee (without regard to limitations set forth in Section 6.3 and 7.5); (vii) subject to the provisions of Articles 14 and 16, amend the terms and conditions of any outstanding Award; (viii) grant Awards as an alternative to, or as the form of payment for, grants or rights earned or due under compensation plans or similar arrangements of the Company; (ix) accelerate the vesting of any outstanding Award or waive any condition or restriction with respect to any outstanding Award and (x) make any other determination and take any other action that it deems necessary or desirable for the administration of the Plan.
|
3.3
|
Delegation. To the extent permitted by law and applicable rules of a stock exchange, the Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the type and size of any such Awards; provided, however: (i) the authority to make Awards to any Nonemployee Director or to any Employee who is considered an Insider may not be delegated; (ii) the resolution providing such authorization shall set forth the total number of Shares and Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.
|
Article 4.
|
Shares Subject to This Plan and Maximum Awards
|
4.1
|
Number of Shares Available for Awards.
|
(a)
|
Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under this Plan (the “Share Authorization”) shall be:
|
(i)
|
5,500,000 Shares, plus the number of remaining shares available for grant under the Prior Plan as of the Effective Date (not to exceed 300,000 shares), plus
|
(ii)
|
The number of Shares subject to outstanding awards under the Prior Plan as of the Effective Date, that, after the Effective Date, cease to be outstanding other than by reason of their having been exercised for, or settled in, vested and nonforfeitable Shares.
|
(b)
|
The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be 5,500,000.
|
(c)
|
Subject to adjustment in Section 4.4, no Nonemployee Director may be granted Awards that have a grant date fair value of more than $350,000 (as determined in a accordance with applicable accounting standards) in any Plan Year, except that this limit on Nonemployee Director Awards shall be increased $500,000 for any Nonemployee Director serving as Chairman of the Board.
|
— 2021 Proxy Statement
|
| |
D-3
|
4.2
|
Share Usage. Shares covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan and shall not count against the Share Authorization. However, the full number of Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights. Further, any Shares withheld to satisfy tax withholding obligations on Awards issued under the Plan, Shares tendered to pay the Option Price of Options, and Shares repurchased on the open market with the proceeds of an Option exercise will no longer be eligible to be returned as available Shares under the Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares.
|
4.3
|
Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in-kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, or other value determinations applicable to outstanding Awards, with the specific adjustments to be determined by the Committee in its sole discretion.
|
4.4
|
Minimum Vesting Requirements. Except with respect to a maximum of five percent (5%) of the Share Authorization, any stock-based Awards which vest on the basis of a Participant’s continued employment with or provision of service to the Company shall have a minimum vesting requirement of one (1) year and any stock-based Awards which vest upon the attainment of performance goals shall provide for a Performance Period of at least one (1) year.
|
Article 5.
|
Eligibility and Participation
|
5.1
|
Eligibility. Individuals eligible to participate in this Plan include all Employees and Directors and any non-employee advisory directors of the Company or a Subsidiary.
|
5.2
|
Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time in its sole discretion, select from the individuals eligible to participate, those to whom Awards shall be granted.
|
Article 6.
|
Stock Options
|
6.1
|
Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion, provided that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted under Code Sections 422 and 424). However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted Options to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes.
|
6.2
|
Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.
|
6.3
|
Option Price. The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.
|
6.4
|
Term of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.
|
6.5
|
Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.
|
D-4
|
| |
— 2021 Proxy Statement
|
6.6
|
Payment. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price; (c) by a cashless (broker-assisted) exercise; (d) by having the Company withhold Shares having a Fair Market Value on the date of exercise equal to the Option Price; (e) by a combination of (a), (b), (c) and/or (d); or (f) any other method approved or accepted by the Committee in its sole discretion.
|
6.7
|
Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.
|
6.8
|
Termination of Employment/Service. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.
|
6.9
|
No Deferral Feature. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
|
6.10
|
No Dividend Equivalents. No Option shall provide for dividend equivalents.
|
Article 7.
|
Stock Appreciation Rights
|
7.1
|
Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted SARs to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes.
|
7.2
|
SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.
|
7.3
|
Term of SAR. The term of a SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and specified in the SAR Award Agreement, provided that no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant.
|
7.4
|
Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.
|
7.5
|
Settlement of SAR Amount. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
|
(a)
|
The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
|
(b)
|
The number of Shares with respect to which the SAR is exercised.
|
7.6
|
Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
|
— 2021 Proxy Statement
|
| |
D-5
|
7.7
|
Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time.
|
7.8
|
No Deferral Feature. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.
|
7.9
|
No Dividend Equivalents. No SAR shall provide for dividend equivalents.
|
Article 8.
|
Restricted Stock and Restricted Stock Units
|
8.1
|
Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine.
|
8.2
|
Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.
|
8.3
|
Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.
|
8.4
|
Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:
|
8.5
|
Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
|
8.6
|
Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
|
8.7
|
Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.
|
Article 9.
|
Performance Units/Performance Shares
|
9.1
|
Grant of Performance Units/Performance Shares. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.
|
9.2
|
Value of Performance Units/Performance Shares. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant.
|
9.3
|
Earning of Performance Units/Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance
|
D-6
|
| |
— 2021 Proxy Statement
|
9.4
|
Form and Timing of Payment of Performance Units/Performance Shares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
|
9.5
|
Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
|
Article 10.
|
Cash-Based Awards and Other Stock-Based Awards
|
10.1
|
Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine.
|
10.2
|
Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
|
10.3
|
Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.
|
10.4
|
Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or any Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.
|
10.5
|
Termination of Employment/Service. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
|
Article 11.
|
Transferability of Awards
|
11.1
|
Transferability. Except as provided in Section 11.2 below, (i) during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant, and (ii) Awards shall not be transferable other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind; and any purported transfer in violation hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the event of, or following, the Participant’s death may be provided.
|
11.2
|
Committee Action. The Committee may, in its discretion, determine that notwithstanding Section 11.1, any or all Awards (other than ISOs) shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee may deem appropriate; provided, however, no Award may be transferred for value (as defined in the General Instructions to Form S-8).
|
Article 12.
|
Nonemployee Director Awards
|
Article 13.
|
Dividends and Dividend Equivalents
|
— 2021 Proxy Statement
|
| |
D-7
|
Article 14.
|
Change of Control
|
Article 15.
|
Rights of Participants
|
15.1
|
Employment/Service. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates, and/or its Subsidiaries to terminate any Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of time.
|
15.2
|
Participation. No individual shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.
|
15.3
|
Rights as a Shareholder. Except as otherwise provided herein or in any Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.
|
Article 16.
|
Amendment, Modification, Suspension, and Termination
|
16.1
|
Amendment, Modification, Suspension, and Termination. Subject to Section 16.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however, that without the prior approval of the Company’s shareholders and except as provided in Section 4.4, (i) the Option Price or Grant Price of an Option or SAR, respectively, may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an Option Price or Grant Price, respectively, that is less than the Option Price or Grant Price of the original Option or SAR, respectively, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a
|
D-8
|
| |
— 2021 Proxy Statement
|
16.2
|
Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee shall make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events, other than those described in Section 4.4 hereof, affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The Committee shall determine any adjustment after taking into account, to the extent applicable, the provisions of the Code applicable to Incentive Stock Options and the provisions of Section 409A of the Code. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
|
16.3
|
Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 16.4), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.
|
16.4
|
Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.
|
Article 17.
|
Withholding
|
17.1
|
Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.
|
17.2
|
Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, the withholding requirement may be satisfied, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the amount required to be withheld in accordance with applicable tax requirements (up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification). All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
|
Article 18.
|
Successors
|
Article 19.
|
General Provisions
|
19.1
|
Forfeiture Events.
|
(a)
|
Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries.
|
(b)
|
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement) and the Committee, in its sole and exclusive discretion, may require that any Participant reimburse the Company all or part of the amount of any payment in settlement of any Award granted hereunder.
|
19.2
|
Legend. The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.
|
19.3
|
Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
|
19.4
|
Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
|
— 2021 Proxy Statement
|
| |
D-9
|
19.5
|
Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, the NYSE or other national securities exchanges as may be required.
|
19.6
|
Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:
|
(a)
|
Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
|
(b)
|
Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.
|
19.7
|
Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
|
19.8
|
Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.
|
19.9
|
Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company, its Affiliates, and/or its Subsidiaries operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to:
|
(a)
|
Determine which Affiliates and Subsidiaries shall be covered by this Plan.
|
(b)
|
Determine which Employees or Directors outside the United States are eligible to participate in this Plan.
|
(c)
|
Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws.
|
(d)
|
Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 19.9 by the Committee shall be attached to this Plan document as appendices.
|
(e)
|
Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.
|
19.10
|
Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
|
19.11
|
Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company and/or its Subsidiaries and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company, its Subsidiaries, and/or its Affiliates under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.
|
19.12
|
No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
|
19.13
|
Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.
|
19.14
|
Code Section 409A.
|
(a)
|
It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
|
(b)
|
Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Agreement by reason of the occurrence of a Change of Control, or the Participant’s disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change of Control, disability or separation from service meet any description or definition of “change in control event,” “disability” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving
|
D-10
|
| |
— 2021 Proxy Statement
|
(c)
|
Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Agreement by reason of a participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes); (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.
|
(d)
|
Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period.
|
(e)
|
The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).
|
19.15
|
Nonexclusivity of This Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.
|
19.16
|
No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such entity deems to be necessary or appropriate.
|
19.17
|
Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Georgia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Georgia to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.
|
19.18
|
Indemnification. Subject to requirements of Georgia law, each individual who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by the Participant in connection with or resulting from any claim, action, suit, or proceeding to which the Participant may be a party or in which the Participant may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by the Participant in settlement thereof, with the Company’s approval, or paid by the Participant in satisfaction of any judgment in any such action, suit, or proceeding against the Participant, provided the Participant shall give the Company an opportunity, at its own expense, to handle and defend the same before the Participant undertakes to handle and defend it on the Participant’s own behalf, unless such loss, cost, liability, or expense is a result of the Participant’s own willful misconduct or except as expressly provided by statute.
|
19.19
|
Right of Offset. The Company and its Affiliates shall have the right to offset against the obligations to make payment or issue any Shares to any Participant under the Plan any outstanding amounts (including travel and entertainment advance balances, loans, tax withholding amounts paid by the employer or amounts repayable to the Company or Affiliate pursuant to tax equalization, housing, automobile, or other employee programs) such Participant then owes to the company or Affiliate and any amounts the Committee otherwise deems appropriate pursuant to any Company or Affiliate policy or agreement.
|
— 2021 Proxy Statement
|
| |
D-11
|
|
|
| |
Years Ended
December 31,
|
| |||
|
(dollars in thousands)
|
| |
2020
|
| |
2019
|
|
|
Adjusted total revenue and adjusted tangible efficiency ratio
|
| |
|
| |
|
|
|
Total non-interest expense
|
| |
$1,179,574
|
| |
$1,098,968
|
|
|
Subtract: Earnout liability adjustments
|
| |
(4,908)
|
| |
(10,457)
|
|
|
Subtract: Goodwill impairment
|
| |
(44,877)
|
| |
—
|
|
|
Subtract: Merger-related expense
|
| |
—
|
| |
(56,580)
|
|
|
Subtract: Restructuring charges
|
| |
(26,991)
|
| |
(1,230)
|
|
|
Subtract: Valuation adjustments to Visa derivative
|
| |
(890)
|
| |
(3,611)
|
|
|
Subtract: Loss on early extinguishment of debt
|
| |
(10,466)
|
| |
(4,592)
|
|
|
|
| |
|
| |
|
|
|
Adjusted non-interest expense
|
| |
$1,091,442
|
| |
$1,022,498
|
|
|
|
| |
|
| |
|
|
|
Adjusted non-interest expense
|
| |
$1,091,442
|
| |
$1,022,498
|
|
|
Subtract: Amortization of intangibles
|
| |
(10,560)
|
| |
(11,603)
|
|
|
|
| |
|
| |
|
|
|
Adjusted tangible non-interest expense
|
| |
1,080,882
|
| |
1,010,895
|
|
|
Net interest income
|
| |
1,512,748
|
| |
1,595,803
|
|
|
Add: Tax equivalent adjustment
|
| |
3,424
|
| |
3,025
|
|
|
Add: Total non-interest revenue
|
| |
506,513
|
| |
355,900
|
|
|
|
| |
|
| |
|
|
|
Total FTE revenue
|
| |
$2,022,685
|
| |
$1,954,728
|
|
|
Subtract/add: Investment securities (gains) losses, net
|
| |
(78,931)
|
| |
7,659
|
|
|
Subtract: Gain on sale and increase in fair value of private equity investments, net
|
| |
(4,775)
|
| |
(11,607)
|
|
|
|
| |
|
| |
|
|
|
Adjusted total revenue
|
| |
$1,938,979
|
| |
$1,950,780
|
|
|
|
| |
|
| |
|
|
|
Efficiency ratio-FTE
|
| |
58.32%
|
| |
56.22%
|
|
|
Adjusted tangible efficiency ratio
|
| |
55.74
|
| |
51.82
|
|
— 2021 Proxy Statement
|
| |
E-1
|
|
|
| |
Years Ended
December 31,
|
| |||
|
(in thousands, except per share data)
|
| |
2020
|
| |
2019
|
|
|
Adjusted net income available to common shareholders and adjusted net income per common share, diluted
|
| |
|
| |
|
|
|
Net income available to common shareholders
|
| |
$340,532
|
| |
$540,899
|
|
|
Add: Income tax expense, net related to State Tax Reform
|
| |
—
|
| |
4,402
|
|
|
Add: Earnout liability adjustments
|
| |
4,908
|
| |
10,457
|
|
|
Add: Goodwill impairment
|
| |
44,877
|
| |
—
|
|
|
Add: Merger-related expense
|
| |
—
|
| |
56,580
|
|
|
Add: Restructuring charges
|
| |
26,991
|
| |
1,230
|
|
|
Add: Valuation adjustment to Visa derivative
|
| |
890
|
| |
3,611
|
|
|
Add: Loss on early extinguishment of debt
|
| |
10,466
|
| |
4,592
|
|
|
Subtract/add: Investment securities (gains) losses, net
|
| |
(78,931)
|
| |
7,659
|
|
|
Subtract: Gain on sale and increase in fair value of private equity investments, net
|
| |
(4,775))
|
| |
(11,607)
|
|
|
Add/subtract: Tax effect of adjustments
|
| |
11,748
|
| |
(9,343)
|
|
|
|
| |
|
| |
|
|
|
Adjusted net income available to common shareholders
|
| |
$356,706
|
| |
$608,480
|
|
|
Weighted average common shares outstanding, diluted
|
| |
148,210
|
| |
156,058
|
|
|
Net income per common share, diluted
|
| |
$2.30
|
| |
$3.47
|
|
|
Adjusted net income per common share, diluted
|
| |
2.41
|
| |
3.90
|
|
|
Adjusted return on average assets
|
| |
|
| |
|
|
|
Net income
|
| |
$373,695
|
| |
$563,780
|
|
|
Add: Income tax expense, net related to State Tax Reform
|
| |
—
|
| |
4,402
|
|
|
Add: Earnout liability adjustments
|
| |
4,908
|
| |
10,457
|
|
|
Add: Goodwill impairment
|
| |
44,877
|
| |
—
|
|
|
Add: Merger-related expense
|
| |
—
|
| |
56,580
|
|
|
Add: Restructuring charges
|
| |
26,991
|
| |
1,230
|
|
|
Add: Valuation adjustment to Visa derivative
|
| |
890
|
| |
3,611
|
|
|
Add: Loss on early extinguishment of debt,
|
| |
10,466
|
| |
4,592
|
|
|
Subtract/add: Investment securities (gains) losses, net
|
| |
(78,931)
|
| |
7,659
|
|
|
Subtract: Gain on sale and increase in fair value of private equity investments, net
|
| |
(4,775))
|
| |
(11,607)
|
|
|
Add/subtract: Tax effect of adjustments
|
| |
11,748
|
| |
(9,343)
|
|
|
|
| |
|
| |
|
|
|
Adjusted net income
|
| |
$389,869
|
| |
$631,361
|
|
|
Total average assets
|
| |
$52,138,038
|
| |
$46,791,930
|
|
|
Return on average assets
|
| |
0.72%
|
| |
1.20%
|
|
|
Adjusted return on average assets
|
| |
0.75
|
| |
1.35
|
|
E-2
|
| |
— 2021 Proxy Statement
|
|
|
| |
Years Ended
December 31,
|
| |||
|
(dollars in thousands)
|
| |
2020
|
| |
2019
|
|
|
Return on average tangible common equity and adjusted return on average tangible common equity
|
| |
|
| |
|
|
|
Net income available to common shareholders
|
| |
$340,532
|
| |
$540,899
|
|
|
Add: Income tax expense, net related to State Tax Reform
|
| |
—
|
| |
4,402
|
|
|
Add: Earnout liability adjustments
|
| |
4,908
|
| |
10,457
|
|
|
Add: Goodwill impairment
|
| |
44,877
|
| |
—
|
|
|
Add: Merger-related expense
|
| |
—
|
| |
56,580
|
|
|
Add: Restructuring charges
|
| |
26,991
|
| |
1,230
|
|
|
Add: Valuation adjustment to Visa derivative
|
| |
890
|
| |
3,611
|
|
|
Add: Loss on early extinguishment of debt
|
| |
10,466
|
| |
4,592
|
|
|
Subtract/add: Investment securities (gains) losses, net
|
| |
(78,931)
|
| |
7,659
|
|
|
Subtract: Gain on sale and increase in fair value of private equity investments, net
|
| |
(4,775)
|
| |
(11,607)
|
|
|
Add/subtract: Tax effect of adjustments
|
| |
11,748
|
| |
(9,343)
|
|
|
|
| |
|
| |
|
|
|
Adjusted net income available to common shareholders
|
| |
$356,706
|
| |
$608,480
|
|
|
Add: Amortization of intangibles
|
| |
7,825
|
| |
8,598
|
|
|
|
| |
|
| |
|
|
|
Adjusted net income available to common shareholders excluding amortization of intangibles
|
| |
$364,531
|
| |
$617,078
|
|
|
Net income available to common shareholders
|
| |
$340,532
|
| |
$540,899
|
|
|
Add: Amortization of intangibles
|
| |
7,825
|
| |
8,598
|
|
|
|
| |
|
| |
|
|
|
Net income available to common shareholders excluding amortization of intangibles
|
| |
$348,357
|
| |
$549,497
|
|
|
Total average shareholders’ equity less preferred stock
|
| |
$4,534,935
|
| |
$4,384,458
|
|
|
Subtract: Goodwill
|
| |
(485,987)
|
| |
(487,126)
|
|
|
Subtract: Other intangible assets, net
|
| |
(50,427)
|
| |
(65,553)
|
|
|
|
| |
|
| |
|
|
|
Total average tangible shareholders’ equity less preferred stock
|
| |
$3,998,521
|
| |
$3,831,779
|
|
|
Return on average common equity
|
| |
7.51%
|
| |
12.34%
|
|
|
Return on average tangible common equity
|
| |
8.71
|
| |
14.34
|
|
|
Adjusted return on average tangible common equity
|
| |
9.12
|
| |
16.10
|
|
— 2021 Proxy Statement
|
| |
E-3
|
|
|
| |
Years Ended
December 31,
|
| ||||||
|
(dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
2018
|
|
|
Net income
|
| |
$373,695
|
| |
$563,780
|
| |
$428,476
|
|
|
Adjustments:
|
| |
|
| |
|
| |
|
|
|
Add/Subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118
|
| |
—
|
| |
4,402
|
| |
(9,148)
|
|
|
Add: Goodwill impairment
|
| |
44,877
|
| |
—
|
| |
—
|
|
|
Add: Merger-related expense
|
| |
—
|
| |
56,580
|
| |
10,065
|
|
|
Add: Earnout liability adjustments
|
| |
4,908
|
| |
10,457
|
| |
11,652
|
|
|
Subtract: Litigation settlement/contingency expense
|
| |
—
|
| |
—
|
| |
(4,026)
|
|
|
Add/subtract: Restructuring charges
|
| |
26,991
|
| |
1,230
|
| |
(51)
|
|
|
Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net
|
| |
(4,775)
|
| |
(11,607)
|
| |
4,743
|
|
|
Subtract/add: Investment securities (gains) losses, net
|
| |
(78,931)
|
| |
7,659
|
| |
1,296
|
|
|
Add: Valuation adjustment to Visa derivative
|
| |
890
|
| |
3,611
|
| |
2,328
|
|
|
Add: Loss on early extinguishment of debt
|
| |
10,466
|
| |
4,592
|
| |
—
|
|
|
|
| |
|
| |
|
| |
|
|
|
Total adjustments
|
| |
4,426
|
| |
76,924
|
| |
16,859
|
|
|
Subtract/add: Tax effect of adjustments
|
| |
11,748
|
| |
(9,343)
|
| |
(1,008)
|
|
|
|
| |
|
| |
|
| |
|
|
|
Adjusted net income
|
| |
$389,869
|
| |
$631,361
|
| |
$444,327
|
|
|
Average assets
|
| |
52,138,038
|
| |
46,791,930
|
| |
31,668,847
|
|
|
Return on average assets
|
| |
0.72%
|
| |
1.20%
|
| |
1.35%
|
|
|
Return on average assets, as adjusted
|
| |
0.75%
|
| |
1.35%
|
| |
1.40%
|
|
|
Weighting per year
|
| |
50%
|
| |
25%
|
| |
25%
|
|
|
3-Year weighted average return on average assets, as adjusted
|
| |
1.062%
|
| |
|
| |
|
|
E-4
|
| |
— 2021 Proxy Statement
|
|
|
| |
Years Ended
December 31,
|
| ||||||
|
(dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
2018
|
|
|
Net income available to common shareholders
|
| |
$340,532
|
| |
$540,899
|
| |
$410,478
|
|
|
Add/subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118
|
| |
—
|
| |
4,402
|
| |
(9,148)
|
|
|
Add: Earnout liability adjustments
|
| |
4,908
|
| |
10,457
|
| |
11,652
|
|
|
Add: Goodwill impairment
|
| |
44,877
|
| |
—
|
| |
—
|
|
|
Add: Merger-related expense
|
| |
—
|
| |
56,580
|
| |
10,065
|
|
|
Add/subtract: Restructuring charges
|
| |
26,991
|
| |
1,230
|
| |
(51)
|
|
|
Add: Valuation adjustment to Visa derivative
|
| |
890
|
| |
3,611
|
| |
2,328
|
|
|
Add: Loss on early extinguishment of debt
|
| |
10,466
|
| |
4,592
|
| |
—
|
|
|
Subtract/add: Investment securities (gains) losses, net
|
| |
(78,931)
|
| |
7,659
|
| |
1,296
|
|
|
Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net
|
| |
(4,775)
|
| |
(11,607)
|
| |
4,743
|
|
|
Add: Preferred stock redemption charge
|
| |
—
|
| |
—
|
| |
4,020
|
|
|
Subtract: Litigation settlement/contingency expense
|
| |
—
|
| |
—
|
| |
(4,026)
|
|
|
Add/subtract: Tax effect of adjustments
|
| |
11,748
|
| |
(9,343)
|
| |
(1,008)
|
|
|
|
| |
|
| |
|
| |
|
|
|
Adjusted net income available to common shareholders
|
| |
$356,706
|
| |
$608,480
|
| |
$430,349
|
|
|
Add: Amortization of intangibles
|
| |
7,825
|
| |
8,598
|
| |
893
|
|
|
|
| |
|
| |
|
| |
|
|
|
Adjusted net income available to common shareholders excluding amortization of intangibles
|
| |
$364,531
|
| |
$617,078
|
| |
$431,242
|
|
|
Net income available to common shareholders
|
| |
$340,532
|
| |
$540,899
|
| |
$410,478
|
|
|
Add: Amortization of intangibles
|
| |
7,825
|
| |
8,598
|
| |
893
|
|
|
|
| |
|
| |
|
| |
|
|
|
Net income available to common shareholders excluding amortization of intangibles
|
| |
$348,357
|
| |
$549,497
|
| |
$411,371
|
|
|
Total average shareholders’ equity less preferred stock
|
| |
$4,534,935
|
| |
$4,384,458
|
| |
$2,821,311
|
|
|
Subtract: Goodwill
|
| |
(485,987)
|
| |
(487,126)
|
| |
(57,315)
|
|
|
Subtract: Other intangible assets, net
|
| |
(50,427)
|
| |
(65,553)
|
| |
(10,424)
|
|
|
|
| |
|
| |
|
| |
|
|
|
Total average tangible shareholders’ equity less preferred stock
|
| |
$3,998,521
|
| |
$3,831,779
|
| |
$2,753,572
|
|
|
Return on average common equity
|
| |
7.51%
|
| |
12.34%
|
| |
14.55%
|
|
|
Return on average tangible common equity
|
| |
8.71%
|
| |
14.34%
|
| |
14.94%
|
|
|
Adjusted return on average tangible common equity
|
| |
9.12%
|
| |
16.10%
|
| |
15.66%
|
|
|
Weighting per year
|
| |
50%
|
| |
25%
|
| |
25%
|
|
|
3-Year weighted average return on average tangible common equity, as adjusted
|
| |
12.500%
|
| |
|
| |
|
|
— 2021 Proxy Statement
|
| |
E-5
|
|
|
| |
Years Ended
December 31,
|
|
|
(in thousands, except per share data)
|
| |
2020
|
|
|
Adjusted net income per common share, diluted
|
| |
|
|
|
Net income available to common shareholders
|
| |
$340,532
|
|
|
Add: Earnout liability adjustments
|
| |
4,908
|
|
|
Add: Goodwill impairment
|
| |
44,877
|
|
|
Add: Restructuring charges
|
| |
26,991
|
|
|
Add: Valuation adjustment to Visa derivative
|
| |
890
|
|
|
Add: Loss on early extinguishment of debt
|
| |
10,466
|
|
|
Subtract: Investment securities gains, net
|
| |
(78,931)
|
|
|
Subtract: Gain on sale and increase in fair value of private equity investments, net
|
| |
(4,775)
|
|
|
Add: Tax effect of adjustments
|
| |
11,748
|
|
|
|
| |
|
|
|
Adjusted net income available to common shareholders
|
| |
$356,706
|
|
|
Weighted average common shares outstanding
|
| |
148,210
|
|
|
Net income per common share, diluted
|
| |
$2.30
|
|
|
Adjusted net income per common share, diluted
|
| |
2.41
|
|
|
|
| |
Years Ended
December 31,
|
|
|
(dollars in thousands)
|
| |
2020
|
|
|
Adjusted revenue and adjusted tangible efficiency ratio
|
| |
|
|
|
Adjusted non-interest expense
|
| |
$1,091,442
|
|
|
Subtract: Amortization of intangibles
|
| |
(10,560)
|
|
|
|
| |
|
|
|
Adjusted tangible non-interest expense
|
| |
1,080,882
|
|
|
Net interest income
|
| |
1,512,748
|
|
|
Add: Tax equivalent adjustment
|
| |
3,424
|
|
|
Add: Total non-interest revenue
|
| |
506,513
|
|
|
|
| |
|
|
|
Total FTE revenue
|
| |
$2,022,685
|
|
|
Subtract: Investment securities gains, net
|
| |
(78,931)
|
|
|
Subtract: Gain on sale and increase in fair value of private equity investments, net
|
| |
(4,775)
|
|
|
|
| |
|
|
|
Adjusted revenue
|
| |
$1,938,979
|
|
|
|
| |
|
|
|
Efficiency ratio-FTE
|
| |
58.32%
|
|
|
Adjusted tangible efficiency ratio
|
| |
55.74
|
|
E-6
|
| |
— 2021 Proxy Statement
|