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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND
2017 PROXY STATEMENT
Notice of the 20162017 Annual
Meeting of Shareholders
Thursday, April 21, 201620, 2017
10:00 a.m.
Blanchard Hall, Columbus Bank and Trust Company, 1144 Broadway, Columbus, Georgia 31901
Items of Business:
| 1. | To elect as directors the 12 nominees named in this Proxy Statement; |
| 2. | To hold an advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee; |
| 3. | To ratify the amendment to the 2010 Synovus Tax Benefits Preservation Plan to extend the Plan; |
| 4. | To ratify the appointment of KPMG LLP as Synovus’ independent auditor for the year |
| To transact such other business as may properly come before the meeting and any adjournment thereof. |
Who may vote:
You can vote if you were a shareholder of record on February 18, 2016.16, 2017.
Annual Report:
A copy of the 20152016 Annual Report accompanies this Proxy Statement.
Your vote is important. Please vote in one of the following ways:
| 1. | Use the toll-free telephone number shown on your proxy card; |
| 2. | Visit the Internet website listed on your proxy card; |
| 3. | Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope provided; or |
| 4. | Submit a ballot at the Annual Meeting. |
If you have questions about the matters described in this Proxy Statement, how to submit your proxy or if you need additional copies of this Proxy Statement, the enclosed proxy card or voting instructions, you should contact Innisfree M&A Incorporated, the Company’s proxy solicitor, toll-free at(888) 750-5834. Banks and brokers may call collect at(212) 750-5833.
This Notice of the 20162017 Annual Meeting of Shareholders and the accompanying Proxy Statement are sent by order of the Board of Directors.
March 11, 2016, 2017
Allan E. Kamensky
Secretary
YOUR VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE VOTE YOUR SHARES PROMPTLY BY TELEPHONE OR INTERNET VOTING OR BY SIGNING AND RETURNING YOUR EXECUTED PROXY CARD.
| COMPENSATION COMMITTEE REPORT | ||||
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement and in our Annual Report on Form10-K for the year ended December 31, 20152016 (the “2015“2016 Annual Report”) which accompanies this Proxy Statement. You should read the entire Proxy Statement and our 20152016 Annual Report carefully before voting. We are first furnishing the proxy materials to our shareholders on or about March 11, 2016., 2017.
Annual Meeting of Shareholders
Time and Date: 10:00 a.m. on Thursday, April 21, 2016
Place: Blanchard Hall
Columbus Bank and Trust Company
1144 Broadway
Columbus, Georgia 31901
Record Date: February 18, 2016
Voting: Shareholders as of the record date are entitled to vote.
How to Cast Your Vote
You can vote by any of the following methods:
Telephone by calling the toll-free telephone number shown on your proxy card;
Internet by logging onaccessing the website for Internet voting shown on your proxy card;
Mail by completing, dating, signing and returning your proxy card and certification; or
In person at the Annual Meeting.
Meeting Agenda
Election of 12 directors;
Advisory vote on the compensation of our named executive officers as determined by the Compensation Committee;
Ratification of KPMG LLP as our independent auditor for the year 2016;2017; and
Transaction of such other business as may properly come before the meeting.
Voting Matters
| Matter | Board Vote Recommendation | Page Reference (for more information) | ||||||
| Election of 12 directors | FOR each director nominee | Page | ||||||
| Advisory vote on the compensation of our named executive officers as determined by the Compensation Committee | FOR | Page | ||||||
| Ratification of the amendment to the 2010 Tax Benefits Preservation Plan to extend the Plan | FOR | Page | ||||||
| Ratification of KPMG LLP as our independent auditor for the year | 2017 | FOR | Page |
PROXY STATEMENT SUMMARY
2015 Financial Performance
Synovus’ 20152016 financial results reflected another year of strong performance with double digit growthperformance. Our key achievements in net income and balanced loan growth supported by strong core deposits. Significant accomplishments during 20152016 include the following:
| • | Earnings growth—Net income available to common shareholders for |
| • | Revenue growth—Total revenues (consisting of net interest income andnon-interest income excluding net investment securities gains) were $1.17 billion, an increase of $73.9 million, or 6.8%, from 2015, with net interest income andnon-interest income growing 8.7% and 0.8%, respectively, from the prior year. |
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PROXY STATEMENT SUMMARY
| • | Loan growth— |
| • | Deposit growth—Total average deposits increased |
| • | Continued broad-based improvement in credit quality— |
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| • | Maintained a disciplined approach to expense management—Total |
| • | Our capital base remained strong while we continued to |
For moreadditional information regardingrelating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2016, 2015 financial performance and for a reconciliation of any non-GAAP financial measures,2014, please refer to the full discussion of Synovus’ financial results of operations for 2015 in our 20152016 Annual Report that accompanies this Proxy Statement.
*For a reconciliation of the foregoingnon-GAAP financial measures, including average core transaction deposit accounts, adjustednon-interest expense and adjusted efficiency ratio, please refer toAppendix C of this Proxy Statement.
20152016 Compensation
The compensation of executives in 20152016 reflects Synovus’ performance and our executive compensation program (established in 2014 following our exit from the Troubled Asset Relief Program, or TARP) reflects our pay for performance philosophy. For example:An overview of our compensation program is provided below.
Base Salaries
TheIn 2016, the Chief Executive Officer received a 1.6% cash base salary increase and Synovus’ other named executive officers (with one exception,(except for our former and new CFO, as more fully described in the “Executive Compensation — Compensation—Compensation Discussion and Analysis” section of this Proxy Statement) received 3% cash base salary increases. The 3% base salary increases were consistent with the base salary increases for other team members.
We eliminated salary stock unit awards to executive officers as we completed the transition to a post-TARP executive compensation program.
Short-Term Incentives
OurWe continued to offer a cash-based annual incentive plan which was reintroduced in 2014, was continued in 2015. Short-term incentive award opportunities were increased from 2014 as we completed the transition to our post-TARP compensation program. For 2015, the formulaic component of2016. Consistent with prior years, our annual incentive was based 50% on core earnings, 25% on loan growth and 25% on growthplan included formulaic performance goals as well as several qualitative factors that may result in core deposits. Our Compensation Committee also evaluates several discretionary factors in determining the final payout. The actual payment could range from 0% to 150%adjustments. Target awards for 2016, expressed as a percentage of the targetbase salary, were 100% for Kessel D. Stelling, 75% for Kevin S. Blair, 70% for each executive based upon Synovus’ performance relative to the formulaic measuresof Thomas J. Prescott and the
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The following chart summarizes the provisions of our short-term award incentive program:
Form of Award | Payout Formula Measures |
|
Adjustment Factors | Payout Range | ||||
| Cash | Core Earnings (50%) Loan Growth (25%) Growth in Core Deposits (25%) |
| 0% to 150% of Target |
SYNOVUS FINANCIAL CORP.- 20162017 Proxy Statement 3
PROXY STATEMENT SUMMARY
Long-Term Incentives
Our long-term incentive program for executive officers is comprised of two equity vehicles which link our executive’sexecutives’ compensation to performance results: performance stock unit awards, or PSUs, and market restricted stock unit awards, or MRSUs.
The PSUs have both a performance vesting component (based upon our weighted average Return on Average Assets, or ROAA, over a three-year performance period, as defined) and a service vesting component (100% after three years of service). The PSUs will only vest if the three-year weighted average ROAA meets or exceeds the performance criteria established by the Compensation Committee, which are based upon Synovus’ strategic plan objectives. The actual payout of the PSUs can range from 0% to 150% of the target amount based upon the performance results.
MRSUs have a service-based vesting component, vesting one-third annually over a three-year period. In addition, the MRSUs feature performance criteria such that the number of MRSUs that vest each year will be adjusted upward or downward up to 25% based upon Synovus’ total shareholder return during the year.
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.
The following chart summarizes the provisions of our long-term incentive program:
Form of Award | Vesting | Payout Formula Measures | Payout Range | |||
Performance Stock Units (50% of award value) | 100% after 3 years | Weighted Return on Average Assets (as adjusted) (possible downward discretionary adjustment based upon risk | 0% to 150% of Award Amount | |||
Market Restricted Stock Units (50% of award value) | 1/3 per year over 3 years (33 1/3% per year) | Total Shareholder Return (possible downward discretionary adjustment based upon risk | 75% to 125% of Award Amount |
We believe that the compensation delivered to each named executive officer in 20152016 was fair and reasonable.
Purpose
You received this Proxy Statement and the accompanying proxy card because the Board of Directors of Synovus is soliciting proxies to be used at Synovus’ 20162017 Annual Meeting of Shareholders, or Annual Meeting, which will be held on April 21, 2016,20, 2017, at 10:00 a.m., at Blanchard Hall, Columbus Bank and Trust Company, 1144 Broadway,
Columbus, Georgia 31901. Proxies are solicited to give all shareholders of record an opportunity to vote on matters to be presented at the Annual Meeting. In the following pages of this Proxy Statement, you will find information on matters to be voted upon at the Annual Meeting or any adjournment of that meeting.
Internet Availability of Proxy Materials
As permitted by the federal securities laws, Synovus is making this Proxy Statement and its 20152016 Annual Report available to its shareholders via the Internet instead of mailing printed copies of these materials to each shareholder. On March 11, 2016,, 2017, we mailed to our shareholders (other than those who previously requested electronic or paper delivery and other than those holding a certain number of shares) a Notice of Internet Availability, or Notice, containing instructions on how to access our proxy materials, including this Proxy Statement and the accompanying 20152016 Annual Report. These proxy materials are being made available to our shareholders on or about March 11, 2016., 2017. The Notice also provides instructions regarding how to access your proxy card to vote through the Internet or by telephone. The Proxy Statement
and 20152016 Annual Report are also available on our website at investor.synovus.com/2016annualmeeting.2017annualmeeting.
If you received a Notice by mail, you will not receive a printed copy of the proxy materials by mail unless you request printed materials. If you wish to receive printed proxy materials, you should follow the instructions for requesting such materials contained on the Notice.
If you receive more than one Notice, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the Internet or by telephone or sign and return by mail all proxy cards.
Who Can Vote
You are entitled to vote if you were a shareholder of record of Synovus common stock as of the close of business on February 18, 2016.16, 2017. Your shares can be voted at the meeting only if you are present or represented by a valid proxy.
If your shares are held in the name of a bank, broker or other holder of record, you will receive voting instructions from such holder of record. You must follow the voting instructions of the holder of record in order
for your shares to be voted. Telephone and Internet voting will also be offered to shareholders owning shares through certain banks, brokers and other holders of record. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote at the Annual Meeting.
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VOTING INFORMATION
Quorum and Shares Outstanding
A majority of the votes entitled to be cast by the holders of the outstanding shares of Synovus common stock must be present, either in person or represented by proxy, in order to conduct the Annual Meeting. This is referred to as a quorum. On February 18, 2016, 126,613,99616, 2017, 122,271,227 shares of Synovus common stock were outstanding.
Proxies
The Board has designated two individuals to serve as proxies to vote the shares represented by proxies at the Annual Meeting. If you properly submit a proxy but do not specify how you want your shares to be voted, your shares will be voted by the designated proxies in accordance with the Board’s recommendations as follows:
| (1) | FOR the election of each of the 12 director nominees named in this Proxy Statement; |
| (2) | FOR the advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee; |
| (3) | FOR the ratification of the amendment to the 2010 Synovus Tax Benefits Preservation Plan to extend the Plan; and |
| (4) | FORthe ratification of the appointment of KPMG LLP as Synovus’ independent auditor for the year |
The designated proxies will vote in their discretion on any other matter that may properly come before the Annual Meeting. At this time, we are unaware of any matters, other than as set forth above, that may properly come before the Annual Meeting.
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 5
VOTING INFORMATION
Required Votes
The number of affirmative votes required to approve each of the proposals to be considered at the Annual Meeting is described below:
Proposal 1 Election of 12 Directors
To be elected, each of the 12 director nominees named in this Proxy Statement must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election. If a nominee who currently is serving as a director does not receive the required vote forre-election, Georgia law provides that such director will continue to serve on the Board of Directors as a “holdover” director. However, pursuant to Synovus’ Corporate Governance Guidelines, each holdover
director has tendered an irrevocable resignation that would be effective upon the Board’s acceptance of such resignation. In that situation, our Corporate Governance and Nominating Committee would consider the resignation and make a recommendation to the Board of Directors about whether to accept or reject such resignation and publicly disclose its decision within 90 days following certification of the shareholder vote.
All Other Proposals
For all of the other proposals described in this Proxy Statement, the affirmative vote of a majority of the votes cast is required to approve each such proposal.
Abstentions and BrokerNon-Votes
Under certain circumstances, including the election of directors, and matters involving executive compensation and other matters considerednon-routine, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker. This is generally referred to as a “brokernon-vote.” In these cases, for as long as a routine matter is also being voted on, and in cases where the shareholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Whether a
bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions only with respect to Proposal 34 but not with respect to any of the other proposals to be voted on at the Annual Meeting.
Abstentions and brokernon-votes will have no effect on any of the proposals to be considered at the Annual Meeting.
How You Can Vote
If you hold shares in your own name, you may vote by proxy or in person at the Annual Meeting. To vote by proxy, you may select one of the following options:
Vote By Telephone
You can vote your shares by telephone by calling the toll-free telephone number (at no cost to you) shown on your proxy card. Telephone voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April 20, 2016. 19, 2017.Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been
properly recorded. Our telephone voting procedures are designed to authenticate the shareholder by using individual control numbers. If you vote by telephone, you do NOT need to return your proxy card. If you vote by telephone, all of your shares will be voted as one vote per share.
- 2017 Proxy Statement 5
VOTING INFORMATION
Vote By Internet
You can also choose to vote on the Internet. The website for Internet voting is shown on your proxy card. Internet voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April 20, 2016.19, 2017. You will be given the opportunity to confirm that your instructions
have been properly recorded, and you can consent to view future proxy statements and annual reports on the Internet instead of receiving them in the mail. If you vote on the Internet, you do NOT need to return your proxy card.
Vote By Mail
If you choose to vote by mail, simply mark your proxy card, date and sign it, sign the certification (if applicable) and return it in the postage-paid envelope provided.
If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from such holder of record that you must follow for your shares to be voted. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote
in person at the Annual Meeting, you must request a legal proxy or broker’s proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting.
VOTING INFORMATION
Description of Voting Rights
We have a voting structure under which a holder of our common stock may be entitled to exercise ten votes per share for each of his or her shares that satisfy certain prescribed criteria and one vote per share for each of his or her shares that does not. As provided in Synovus’ Articles of Incorporation and bylaws, holders of Synovus common stock meeting any one of the following criteria are entitled to ten votes on each matter submitted to a vote of shareholders for each share of Synovus common stock owned on February 18, 201616, 2017 which: (1) has had the same beneficial owner since April 24, 1986; or (2) has been beneficially owned continuously by the same shareholder since February 18, 2012;16, 2013; or (3) is held by the same beneficial owner to whom it was issued as a result of an acquisition of a company or business by Synovus where the resolutions adopted by Synovus’ Board of Directors approving the acquisition specifically grant ten votes per share; or (4) is held by the same beneficial owner to whom it was issued by Synovus, or to whom it was transferred by Synovus from treasury shares, and the resolutions adopted by Synovus’ Board of Directors approving such issuance and/or transfer specifically grant ten votes per share; or (5) was acquired under any employee, officer and/or director benefit plan maintained for one or more employees, officers and/or directors of Synovus and/or its subsidiaries, and is held by the same owner for whom it was acquired under any such plan; or (6) was acquired by reason of participation in a dividend reinvestment plan offered by Synovus and is held by the same owner who acquired it under such plan; or (7) is owned by a holder who, in addition to shares which are beneficially owned under the provisions of (1)-(6) above, is the owner of less than 162,723 shares of Synovus common stock (which amount is equal to 100,000 shares, as appropriately adjusted to reflect the change in shares of Synovus common stock by means of stock splits, stock dividends, any recapitalization or otherwise occurring since April 24, 1986)24,1986). For purposes of determining voting power under these provisions, any share of Synovus common stock acquired pursuant to stock options shall be deemed to have been acquired on the date the option was granted, and any shares of common stock acquired as a direct result of a stock split, stock dividend or other type of share distribution will be deemed to have been acquired and held continuously from the date on which shares with regard to such dividend shares were issued were acquired. Under these voting provisions, a shareholder may hold some shares that qualify for10-1 voting and some shares that do not. Holders of our common stock are entitled to one vote per share unless the holder can demonstrate that the shares meet one of the criteria above for being entitled to ten votes per share.
For purposes of the foregoing, any share of our common stock held in “street” or “nominee” name shall be presumed to have been acquired by the beneficial owner subsequent to April 24, 198624,1986 and to have had the same beneficial owner for a continuous period of less than 48 months prior to February 18, 2016.16, 2017. This presumption shall be rebuttable by presentation to our Board of Directors by such beneficial owner of evidence satisfactory to our Board of Directors that such share has had the same beneficial owner continuously since April 24, 198624,1986 or such share has had the same beneficial owner for a period greater than 48 months prior to February 18, 2016.16, 2017.
In addition, for purposes of the foregoing, a beneficial owner of a share of our common stock is defined to include a person or group of persons
who, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the voting of such share of common stock, (2) investment power, which includes the power to direct the sale or other disposition of such share of common stock, (3) the right to receive, retain or direct the distribution of the proceeds of any sale or other disposition of such share of common stock, or (4) the right to receive or direct the disposition of any distributions, including cash dividends, in respect of such share of common stock.
Shares of Synovus common stock are presumed to be entitled to only one vote per share unless this presumption is rebutted by providing evidence to the contrary to Synovus. Shareholders seeking to rebut this presumption should complete and execute the certification appearing on their proxy card. Synovus reserves the right to request additional documentation from you to confirm the voting power of your shares. Because certifications must be in writing, if you choose to vote by telephone, all of your shares will be voted as one vote per share.Shareholders who do not certify on their proxies submitted by mail or internet that they are entitled to ten votes per share or who do not present such a certification if they are voting in person at the Annual Meeting will be entitled to only one vote per share.
For more detailed information on your voting rights, please refer to the Synovus’10-1 Voting Instructions and anthe accompanying voting instruction worksheet that are available on our website at investor.synovus.com/2016annualmeeting.2017annualmeeting.
Synovus common stock is registered with the Securities and Exchange Commission, or SEC, and is traded on the New York Stock Exchange, or NYSE. Accordingly, Synovus’ common stock is subject to the provisions of a NYSE rule which, in general, prohibits a company’s common stock and equity securities from being authorized or remaining authorized for trading on the NYSE if the company issues securities or takes other corporate action that would have the effect of nullifying, restricting or disparately reducing the voting rights of existing shareholders of the company. However,
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VOTING INFORMATION
the rule contains a “grandfather” provision, under which Synovus’ ten vote provision falls, which, in general, permits grandfathered disparate voting rights plans to continue to operate as adopted. The number of votes that each shareholder will be entitled to exercise at the Annual Meeting will depend upon whether each share held by the shareholder meets the requirements which entitle one share of Synovus common stock to ten votes on each matter submitted to a vote of shareholders. Such determination will be made by Synovus based on information possessed by Synovus at the time of the Annual Meeting.
Synovus Stock Plans
If you participate in the Synovus Dividend Reinvestment and Direct Stock Purchase Plan, the Synovus Employee Stock Purchase Plan and/or the Synovus Director Stock Purchase Plan, your proxy card represents shares held in the respective plan, as well as shares you hold directly in certificate form registered in the same name. If you hold shares of Synovus common stock through a 401(k) plan, you will receive a separate proxy card representing those shares of Synovus common stock.
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 7
VOTING INFORMATION
Revocation of Proxy
If you are a shareholder of record and vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us prior to the Annual Meeting, (2) voting again by telephone or on the Internet prior to 11:59 P.M., Eastern Time, on April 20, 2016,19, 2017, or (3) attending the Annual Meeting in person and casting a ballot.
If your Synovus shares are held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you wish to change or revoke your vote.
Attending the Annual Meeting
The Annual Meeting will be held on Thursday, April 21, 2016,20, 2017, at 10:00 a.m. at Blanchard Hall, Columbus Bank and Trust Company, 1144 Broadway, Columbus, Georgia. Directions to Blanchard Hall may be obtained on our website at investor.synovus.com/2016annualmeeting.2017annualmeeting. If you are unable to attend the meeting, you can listen to it live and view the slide presentation over the Internet at investor.synovus.com/2016annualmeeting.2017annualmeeting.
Additionally, we will maintain copies of the slides and audio of the presentation for the Annual Meeting on our website for reference after the meeting. Information included on Synovus’ website, other than the Proxy Statement and form of proxy, is not a part of the proxy soliciting material.
Voting Results
You can find the preliminary voting results of the Annual Meeting in Synovus’ Current Report on Form8-K, which Synovus will file with the SEC no later than April 27, 2016.26, 2017.
If you have questions about the matters described in this Proxy Statement, how to submit your proxy or if you need additional copies of this Proxy Statement, the enclosed proxy card or voting instructions, you should contact Innisfree M&A Incorporated, the Company’s proxy solicitor, toll-free at(888) 750-5834. Banks and brokers may call collect at(212) 750-5833.
CORPORATE GOVERNANCE AND BOARD MATTERS
Corporate Governance Philosophy
The business affairs of Synovus are managed under the direction of the Board of Directors in accordance with the Georgia Business Corporation Code, as implemented by Synovus’ Articles of Incorporation and bylaws. The role of the Board of Directors is to effectively govern the affairs of Synovus for the benefit of its shareholders. The Board strives to
ensure the success and continuity of Synovus’ business through the appointment of qualified executive management. It is also responsible for ensuring that Synovus’ activities are conducted in a responsible and ethical manner. Synovus and its Board of Directors are committed to havingfollowing sound corporate governance principles.
governance.
Corporate Governance Highlights
Synovus’ Board and management believe that good corporate governance practices promote the long-term interests of all shareholders and strengthen Board and management accountability. Highlights of such practices include:
Annual elections of all directors;
Majority voting for director elections;
ContinuingOn-going focus on Board refreshment, with 78 of theour 12 director nominees first elected to our Board within the past fivesix years (with an average tenure of the 12 director nominees being 6.8 years);
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CORPORATE GOVERNANCE AND BOARD MATTERS
11 of theour 12 director nominees are independent;
An independent Lead Director;
Independent Audit, Compensation, Risk and Corporate Governance and Nominating Committees;
RiskRobust risk oversight by the full Board and all Board committees;
Robust directorFrequent education programprograms to keep abreastdirectors apprised of such issues as business and banking trends; risks and compliance issues; laws, regulations and
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Policies prohibiting the hedging, pledging and short sale of shares of Synovus stock by directors and executive officers;
Regular and robust Board and Board committee self-evaluations, facilitated by an independent third party for the last twothree years;
No executives or management members serving on the Board other than the CEO;
Mandatory retirement of our directors upon attaining the age of 72;
Executive compensation driven by apay-for-performance policy;
StockMeaningful stock ownership guidelines for Board members and executive officers;
Adoption of a “claw back” policy for incentive compensation paid to Synovus’ executive officers; and
Share retention/“hold until retirement” policy for executive officers.
The Board, under the leadership of the Corporate Governance and Nominating Committee, will continue to actively monitor and consider additional changes to our corporate governance practices in the future.
Independence
Independence
The NYSE listing standards provide that a director does not qualify as independent unless the Board of Directors affirmatively determines that the director has no material relationship with Synovus. The Board has established categorical standards of independence to assist it in determining director independence which conform to the independence requirements in the NYSE listing standards. The categorical standards of independence are incorporated within our Corporate Governance Guidelines, are attached to this Proxy Statement asAppendix A and are also available in the Corporate Governance Section of our website at investor.synovus.com.
The Board has affirmatively determined that eleven of its twelve members are independent as defined by the listing standards of the
NYSE and the categorical standards of independence set by the Board. Synovus’ Board has determined that, as of January 1, 2016,2017, the following directors are independent: Catherine A. Allen, Tim E. Bentsen, Stephen T. Butler, Elizabeth W. Camp, T. Michael Goodrich, V. Nathaniel Hansford, Jerry W. Nix, Harris Pastides, Joseph J. Prochaska, Jr., Melvin T. Stith, Barry L. Storey and Philip W. Tomlinson. In addition, Synovus’ Board has determined that, as of his appointment to the Board on January 18, 2017, F. Dixon Brooke, Jr. is independent. Please see “Certain Relationships and Related Transactions” on page 45 of this Proxy Statement for a discussion of certain relationships between Synovus and its independent directors. These relationships have been considered by the Board in determining a director’s independence from Synovus under Synovus’ Corporate Governance Guidelines and the NYSE listing standards and were determined to be immaterial.
Board Meetings and Attendance
Attendance at Meetings
The Board of Directors held twelvenine meetings in 2015.2016. All directors attended at least 75% of Board and committee meetings held during their tenure during 2015.2016. The average attendance by incumbent directors at the aggregate number of Board and committee meetings they were scheduled to attend was approximately 97%. Although
Synovus has no formal policy with respect to Board members’ attendance at its annual meetings, it is customary for all Board members to attend the annual meetings. All of Synovus’ currentthen-current directors (except for one) attended Synovus’ 20152016 annual meeting of shareholders.
Board meetings regularly include education presentations and training to enable the directors to keep abreast of business and banking trends and market, regulatory and industry issues. These sessions are often conducted by outside experts in such subject areas such as cybersecurity, evolving regulatory standards, risk management, emerging products and trends, economic conditions, technology and effective corporate governance. In addition, the Board is provided business-specific training on products and services and special risks and opportunities to Synovus. Moreover, the directors periodically attend industry conferences, meetings with regulatory agencies and educational sessions pertaining to their service on the Board and its committees.
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 9
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CORPORATE GOVERNANCE AND BOARD MATTERS
Committees of the Board
Synovus’ Board of Directors has five principal standing committees — committees—an Audit Committee, a Corporate Governance and Nominating Committee, a Compensation Committee, a Risk Committee and an Executive Committee. Each committee has a written charter adopted by the Board of Directors that complies with the applicable listing standards of the NYSE pertaining to corporate governance. Copies of the committee charters are available in the Corporate Governance section of
our website at investor.synovus.com. The Board has determined that each member of the Audit, Corporate Governance and Nominating, RiskCompensation and CompensationRisk Committees is an independent director as defined by the listing standards of the NYSE and our Corporate Governance Guidelines. The following table shows the membership of the various committees as of the date of this Proxy Statement.
| Committee | Governance and Nominating Committee | Compensation Committee | Risk Committee | Executive Committee | |||||||
Catherine A. Allen |  | | ||||||||||
| Tim E. Bentsen
|
 |
|
|
| | |||||||
| Stephen T. Butler | | |||||||||||
| Elizabeth W. Camp | | | | | ||||||||
| T. Michael Goodrich | | | | |||||||||
| Jerry W. Nix | | | ||||||||||
| Harris Pastides | | |||||||||||
| Joseph J. Prochaska, Jr. | | | | |||||||||
| Kessel D. Stelling | | |||||||||||
| Melvin T. Stith | ||||||||||||
| | ||||||||||||
| Barry L. Storey | ||||||||||||
| | ||||||||||||
| Philip W. Tomlinson | | | ||||||||||
| Chairperson Member | ||||||||||||
Following the election of directors at the Annual Meeting, the Corporate Governance and Nominating Committee will recommend the reconstitution of these committees and appoint committee chairpersons after giving effect to any changes to the current composition of the Board.
Audit Committee
Synovus’ Audit Committee held thirteentwelve meetings in 2015.2016. The Audit Committee’s report is on page 27 of this Proxy Statement. The Board has determined that all four members of the Committee are independent and financially literate under the rules of the NYSE and that each of the four members of the Audit Committee is an “audit committee financial expert” as defined by the rules of the SEC. The primary functions of the Audit Committee include:
Monitoring the integrity of Synovus’ financial statements, Synovus’ systems of internal controls and Synovus’ compliance with regulatory and legal requirements;
Overseeing the risks relating to financial statements,reporting, litigation, credit, risk, capital adequacy and related matters;
Providing an avenue of communication among the independent auditor, management, internal audit and the Board of Directors.
Corporate Governance and Nominating Committee
Synovus’ Corporate Governance and Nominating Committee held four meetings in 2015.2016. The primary functions of Synovus’ Corporate Governance and Nominating Committee include:
Identifying qualified individuals to become Board members;
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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CORPORATE GOVERNANCE AND BOARD MATTERS
Overseeing the annual review and evaluation of the performance of the Board and its committees; and
Developing and recommending to the Board corporate governance guidelines.
Compensation Committee
Synovus’ Compensation Committee held sixeight meetings in 2015.2016. Its report is on page 39 of this Proxy Statement. The primary functions of the Compensation Committee include:
Approving and overseeing Synovus’ executive compensation program;
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;
Approvingnon-CEO executive officer compensation, including base salary amounts and short-term and long-term compensation;
Overseeing all compensation and benefit programs in which employees and officers of Synovus are eligible to participate;
Reviewing Synovus’ incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and to review and discuss, at least annually, the relationship between risk management and incentive compensation;
CORPORATE GOVERNANCE AND BOARD MATTERS
Developing and recommending to the Board compensation fornon-employee directors; and
Monitoring and reviewing the talent management and succession planning processes for the CEO and Synovus’ other key executives.
Information regarding the Compensation Committee’s processes and procedures for considering and determining executive officer compensation is provided in the “Executive Compensation – Compensation—Compensation Discussion and Analysis” section of this Proxy Statement. Except to the extent prohibited by law or regulation, the Compensation Committee may delegate matters within its power and responsibility to individuals or subcommittees when it deems appropriate.
In addition, the Committee has the authority under its charter to retain outside advisors to assist the Committee in the performance of its duties. During 2015,2016, the Committee retained the services of Meridian Compensation Partners, LLC, or Meridian, to:
Provide ongoing recommendations regarding executive compensation consistent with Synovus’ business needs, pay philosophy, market trends and latest legal and regulatory considerations;
Provide market data for base salary, short-term incentive and long-term incentive decisions; and
Advise the Committee as to best practices.
The Committee evaluated whether the work provided by Meridian raised any conflict of interest. The Committee considered various factors, including the six factors mandated by SEC rules, and determined that no conflict of interest was raised by the work of Meridian described in this Proxy Statement.
Meridian was engaged directly by the Committee, although the Committee also directed that Meridian work with Synovus’ management to facilitate the Committee’s review of compensation practices and management’s recommendations. Synovus’ Chief Human ResourcesAdministrative Officer and her staff develop executive compensation recommendations for the Committee’s consideration in conjunction with Synovus’ CEO and with the advice of Meridian. In 2016, the Committee also directly engaged Mercer (US), Inc. to provide advice and recommendations related to a special project involving the compensation program of the CEO. Mercer’s engagement was limited in nature and scope and terminated before the end of 2016. Neither Meridian nor Mercer provided any other services to Synovus during 2016.
Synovus’ Chief Human ResourcesAdministrative Officer works with the Chairman of the Committee to establish the agenda for Committee meetings. Management also prepares background information for each committee meeting. Synovus’ Chief Human ResourcesAdministrative Officer attends all committee meetings by invitation of the Committee, while Synovus’ CEO attends some committee meetings by invitation of the Committee. The CEO and the Chief Human ResourcesAdministrative Officer do not have authority to vote on committee matters. Meridian attended all of the committee meetings held during 20152016 at the request of the Committee. In addition, the Committee regularly meets in executive session with no members of management in attendance.
Risk Committee
Synovus’ Risk Committee held nineeight meetings in 2015.2016. The primary functions of Synovus’ Risk Committee include:
Monitoring and reviewing the enterprise risk management and compliance framework and processes;
Monitoring and reviewing emerging risks and the adequacy of risk management and compliance functions;
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
Providing recommendations to the Board in order to effectively manage risks.
Executive Committee
The Executive Committee is comprised of the chairpersons of the principal standing committees of the Synovus Board and Synovus Bank Board, the Chief Executive Officer, the Chairman of the Board (if different from the Chief Executive Officer) and the Lead Director. During the intervals between meetings of Synovus’ Board of Directors, the Executive Committee possesses and may exercise any and all of the
powers of Synovus’ Board of Directors in the management and direction of the business and affairs of Synovus with respect to which specific direction has not been previously given by the Board of Directors unless Board action is required by Synovus’ governing documents, law or rule. The Executive Committee did not meet in 2015.2016.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Compensation Committee Interlocks and Insider Participation
Messrs. Goodrich, Hansford, Stith, Storey and StoreyTomlinson and Ms. Camp served on the Compensation Committee during 2015.2016. None of these individuals is or has been an officer or employee of Synovus. In 2015,2016, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on Synovus’ Board or Compensation Committee.
Risk Oversight
Under Synovus’ Corporate Governance Guidelines, the Board is charged with providing oversight of Synovus’ risk management processes. The Board does not view risk in isolation and considers risk in virtually every business decision and as part of the Company’s overall business strategy. While the Board oversees risk management, the
Company’s management is charged with managing risk. The Board’s role in risk oversight is an integral part of Synovus’ overall enterprise risk management framework. For a more detailed description of Synovus’ enterprise risk management framework, see “Part I — I—Item 1. Business — Business—Enterprise Risk Management” in Synovus’ 20152016 Annual Report.
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CORPORATE GOVERNANCE AND BOARD MATTERS
The Risk Committee fulfills the overarching oversight role for overseeing the enterprise risk management and compliance processes, including approving risk tolerance levels and risk policies and limits, monitoring key and emerging risks and reviewing risk assessments. In carrying out its responsibilities, the Risk Committee works closely with Synovus’ Chief Risk Officer and other members of Synovus’ enterprise risk management and compliance teams. The Risk Committee meets periodically with the Chief Risk Officer and other members of management and receives a comprehensive report on enterprise risk management and compliance matters, including management’s assessment of risk exposures (including risks related to liquidity, interest rates, credit, operations, regulatory compliance, and future growth, among others) and the processes in place to monitor and control such exposures. The Chairman of the Risk Committee also receives updates between meetings from the Chief Risk Officer, the Chief Executive Officer, the Chief Information Security Officer and the Chief Compliance Officer and other members of management relating to risk oversight and compliance matters. The Risk Committee provides a report on risk management to the full Board on at least a quarterly basis.
In addition, oversight of risk is allocated to all other committees of the Board, who meet regularly and report back to the Board. The Audit Committee oversees risks related to financial reporting, internal controls
over financial reporting, the investments portfolio, legal matters, tax matters, credit matters and reputational risks relating to these areas. The Compensation Committee oversees risks related to incentive compensation, executive and director compensation, executive succession planning, talent retention and reputational risks relating to these areas. As a part of the risk governance process, the Chief Risk Officer provides an annual risk profile of our compensation plans to the Compensation Committee. For a discussion of the Compensation Committee’s review of Synovus’ senior executive officer compensation plans and employee incentive compensation plans and the risks associated with these plans, see “Compensation Framework: Compensation Policies, Compensation Policies, Compensation Process and Risk Considerations – Considerations—Risk Considerations” on page 38 of this Proxy Statement. The Corporate Governance and Nominating Committee oversees corporate governance-related risks, such as board succession planning, corporate governance policies, related party transactions, and reputational risks relating to these areas.
The Company believes that its enterprise risk framework, including the active engagement of management with the Board in the risk oversight function, supports the risk oversight function of the Board. For more information on the risks facing the Company, see the risk factors in “Part I – Item—Item 1A. Risk Factors” in the 20152016 Annual Report.
Leadership Structure of the Board
Our current Board leadership structure consists of:
Chairman of the Board and Chief Executive Officer;
Independent Lead Director;
Committees chaired by independent directors; and
Active engagement by all directors.
Our Corporate Governance Guidelines and governance framework provide the Board with flexibility to select the appropriate leadership structure for Synovus. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of Synovus’ shareholders. In accordance with Synovus’ bylaws, our Board of Directors elects our Chief Executive Officer and our Chairman, and each of these positions may be held by the same person or may be held by two persons. Under our Corporate Governance Guidelines, the Board does not have a policy, one way or the other, on whether the roles of the Chairman and Chief Executive Officer should be separate and, if it is to be separate, whether the Chairman should be selected from thenon-employee directors or be an employee. However, our Corporate Governance Guidelines require that, if the Chairman of the Board is not an independent director, the Corporate Governance and Nominating Committee shall nominate, and a majority of the independent directors shall elect, a Lead Director. Under its charter, the Corporate Governance and Nominating Committee periodically reviews and recommends to the Board the leadership structure of the Board and, if necessary, nominates the Lead Director candidate from the independent directors. Currently, one individual serves as both our Chief Executive Officer and Chairman and, as a result, Synovus also has a Lead Director. The Board currently believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying Synovus’ strategy behind a single vision.
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CORPORATE GOVERNANCE AND BOARD MATTERS
The Chairman of the Board is responsible for chairing Board meetings and meetings of shareholders, setting the agendas for Board meetings
in consultation with the Lead Director and providing information to Board members in advance of meetings and between meetings.
Pursuant to Synovus’ Corporate Governance Guidelines, the duties of the Lead Director include the following:
Working with the Chairman of the Board, Board and Corporate Secretary to set the agenda for Board meetings;
Calling meetings of the independent andnon-management directors, as needed;
Ensuring Board leadership in times of crisis;
Developing the agenda for and chairing executive sessions of the independent directors and executive sessions of thenon-management directors;
Acting as liaison between the independent directors and the Chairman of the Board on matters raised in such executive sessions;
Chairing Board meetings when the Chairman of the Board is not in attendance;
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;
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;
Performing such other duties as may be requested fromtime-to-time by the Board, the independent directors or the Chairman of the Board; and
Being available, upon request, for consultation and direct communication with major shareholders.
After careful consideration, the Corporate Governance and Nominating Committee has determined that Synovus’ current Board structure is the most appropriate leadership structure for Synovus and its shareholders at this time.
CORPORATE GOVERNANCE AND BOARD MATTERS
Meetings ofNon-Management and Independent Directors
Thenon-management directors of Synovus meet separately at least four times a year after regularly scheduled meetings of the Board of Directors and at such other times as may be requested by the Chairman of the Board or any director. Synovus’ independent directors meet at least once a year. During 2015,2016, Mr. Goodrich, as Lead Director, presided at the meetings ofnon-management and independent directors.
Board and Committee Self-Evaluations
The Board and each Board committee conductsconduct robust annual self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board and its committees and to determine whether the Board and its committees are functioning effectively. The results of the self-evaluations are discussed by the Board and each committee,
respectively, during executive session. For the last three years, the Board has used an independent third party to conduct these evaluations.
The Board’s annual self-evaluation is a key component of its director nomination process and succession planning. In fact, the Corporate Governance and Nominating Committee uses the input from these self-evaluations to recommend changes to Synovus’ corporate governance practices and areas of focus for the following year.
year and to plan for an orderly succession of the Board and its committees. The Board values the contributions of directors who have developed extensive experience and insight into Synovus during the course of their service on the Board and as such, the Board does not believe arbitrary term limits on directors’ service are appropriate. At the same time, the Board recognizes the importance of Board refreshment to help ensure an appropriate balance of experience and perspectives on the Board.
Consideration of Director Candidates
Director Qualifications
Synovus’ Corporate Governance Guidelines contain Board membership criteria considered by the Corporate Governance and Nominating Committee in recommending nominees for a position on Synovus’ Board. The Committee believes that, at a minimum, a director candidate must possess personal and professional integrity, sound judgment and forthrightness. A director candidate must also have sufficient time and energy to devote to the affairs of Synovus, be free from conflicts of interest with Synovus, must not have reached the retirement age for Synovus directors and be willing to make, and be financially capable of making, the required investment in Synovus’ stock pursuant to Synovus’ Director Stock Ownership Guidelines. The Committee also considers the following criteria when reviewing director candidates and existing directors:
The extent of the director’s/potential director’s educational, business,non-profit or professional acumen and experience;
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;
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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CORPORATE GOVERNANCE AND BOARD MATTERS
Whether the director/potential director has the financial acumen or other professional, educational or business experience relevant to an understanding of Synovus’ business;
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;
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
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.
The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In addition to the criteria set forth above, the Committee considers how the skills and attributes of each individual candidate or incumbent director work together to create a board that is collegial, engaged and effective in performing its duties. Although the Board does not have a formal policy on diversity, the Board and the Committee believe that the background and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will contribute to Board diversity and allow the Board to effectively fulfill its responsibilities. For a discussion of the specific backgrounds and qualifications of our director nominees, see “Proposals to be Voted on: Proposal 1 — 1—Election of 12 Directors — Nominees—Nominees for Election as Director” beginning on page 17 of this Proxy Statement.
Identifying and Evaluating Nominees
The Corporate Governance and Nominating Committee has two primary methods for identifying director candidates (other than those proposed by Synovus’ shareholders, as discussed below). First, on a periodic basis, the Committee solicits ideas for possible candidates from a number of sources including members of the Board, Synovus executives and individuals personally known to the members of the Board. Second, the Committee, as authorized under its charter, retains at Synovus’ expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms).
The Committee will consider all director candidates identified through the processes described above, as well as any candidates identified by
shareholders through the process described below, and will evaluate each of them, including incumbents, based on the same criteria. The director candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. If based on the Committee’s initial evaluation a director candidate continues to be of interest to the Committee, the Chair of the Committee will interview the candidate and communicate his evaluation to the other Committee members and executive management. Additional interviews are conducted, if necessary, and ultimately the Committee will meet to finalize its list of recommended candidates for the Board’s consideration.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Shareholder Candidates
The Corporate Governance and Nominating Committee will consider candidates for nomination as a director submitted by shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the Board does not believe that such a separate policy is necessary as Synovus’ bylaws permit shareholders to nominate candidates and as one of the duties set forth in the Corporate Governance and Nominating
Committee charter is to review and consider director candidates submitted by shareholders. The Committee will evaluate individuals recommended by shareholders for nomination as directors according to the criteria discussed above and in accordance with Synovus’ bylaws and the procedures described under “Shareholder Proposals and Nominations” on page 48 of this Proxy Statement.
Communicating with the Board
Synovus’ Board provides a process for shareholders and other interested parties to communicate with one or more members of the Board, including the Lead Director, or thenon-management or independent directors as a group. Shareholders and other interested parties may communicate with the Board as follows:
by writing the Board of Directors, Synovus Financial Corp., c/o General Counsel’s Office, 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901;
by telephone:(706) 644-6362; and
by email to synovusboardofdirectors@synovus.com.
Relevant communications are distributed to the Board, or to any individual director or directors, as appropriate, depending upon the facts
and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to its duties and responsibilities be excluded, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any communication that is filtered out is made available to any director upon request.
These procedures are also available in the Corporate Governance section of our website at investor.synovus.com. Synovus’ process for handling shareholder and other communications to the Board has been approved by Synovus’ independent directors.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Shareholder Engagement
Synovus and our Board believe that accountability to our shareholders is key to sound corporate governance principles, and as such, regular and transparent communication with our shareholders is essential to our long-term success. Throughout 2015,2016, members of our management team met regularly with a significant number of our shareholders to discuss our
corporate strategy, capital management, risk management, corporate governance and executive compensation. In regularly engaging with our shareholders, we provide perspective on our policies and practices and seek input from these shareholders to ensure that we are addressing their questions and concerns.
Additional Information about Corporate Governance
Synovus has adopted Corporate Governance Guidelines which are regularly reviewed by the Corporate Governance and Nominating Committee. We have also adopted a Code of Business Conduct and Ethics which is applicable to all directors, officers and employees. In addition, we maintain procedures for the confidential, anonymous submission of any complaints or concerns about Synovus, including complaints regarding accounting, internal accounting controls or auditing matters. Shareholders may access Synovus’ Corporate
Governance Guidelines, Code of Business Conduct and Ethics, each committee’s current charter, procedures for shareholders and other interested parties to communicate with the Lead Director or with thenon-management or independent directors individually or as a group and procedures for reporting complaints and concerns about Synovus, including complaints concerning accounting, internal accounting controls and auditing matters, in the Corporate Governance section of our website at investor.synovus.com.
Director Compensation Program
The Compensation Committee is responsible for the oversight and administration of the Synovus director compensation program. The following is a description of the director compensation program for 2015.2016.
Cash Compensation of Directors
As reflected in the “Fees Earned or Paid in Cash” column of the Director Compensation Table, during 2015, 2016,non-management directors of Synovus received an annual cash retainer of $50,000, with
Committee members, other than Audit Committee members and Executive Committee members, receiving an additional cash retainer of $10,000 (with the Chairpersons of these committees receiving an additional cash retainer of $10,000);
Audit Committee members receiving an additional cash retainer of $15,000 (with the Chairperson receiving an additional cash retainer of $15,000); and
the Lead Director receiving an additional cash retainer of $10,000.
Directors who are employees of Synovus do not receive any additional compensation for their service on the Board.
By paying directors an annual retainer, Synovus compensates each director for his or her role and judgment as an advisor to Synovus, rather than for his or her attendance or effort at individual meetings. In so doing, directors with added responsibility are recognized with higher cash compensation. For example, members of the Audit Committee
receive a higher cash retainer based upon the enhanced duties, time commitment and responsibilities of service on that committee. The Board believes that this additional cash compensation is appropriate. In addition, directors may from time to time receive compensation for serving on advisory committees of the Synovus Board.
The members of the Board are compensated each April for their service on the Board from the date of the annual meeting to the following year’s annual meeting. As such, the Board was compensated in 20152016 for the full year of service for the period from April 23, 201521, 2016 through April 21, 2016.20, 2017.
Directors may elect to defer all or a portion of their cash compensation under the Synovus Directors’ Deferred Compensation Plan. The Directors’ Deferred Compensation Plan does not provide directors with an “above market” rate of return. Instead, the deferred amounts mirror the return of one or more investment funds selected by the director. In so doing, the plan is designed to allow directors to defer the income taxation of a portion of their compensation and to receive an investment return on those deferred amounts. All deferred fees are payable only in cash. Two directors (Dr. Pastides and Mr. Storey) elected to defer their 20152016 cash compensation under this plan.
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DIRECTOR COMPENSATION
Equity Compensation of Directors
During 2015, 2016,non-management directors also received awards of restricted stock units under the Synovus 2013 Omnibus Plan. On March 19, 2015,April 20, 2016, the Board approved grants of 1,9651,765 restricted stock units ($55,000.0055,000 grant date fair market value) to thenon-management members of the Board elected on April 23, 201521, 2016 to serve as directors for a term ending on April 21, 2016.20, 2017. The director restricted stock units become fully vested and transferable upon the earlier to occur of the completion of three years of service following the grant date and the date the holder reaches age 72. These restricted stock unit awards are designed to create equity ownership and to focus directors on the long-term performance of Synovus.
Synovus’ 2011 Director Stock Purchase Plan is anon-qualified, contributory stock purchase plan pursuant to which qualifying Synovus
directors can purchase, with the assistance of contributions from Synovus, presently issued and outstanding shares of Synovus stock. Under the terms of the Director Stock Purchase Plan, qualifying directors can elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and Synovus contributes an additional amount (equal to 15% of the directors’ cash contributions in 2015)2016). Participants in the Director Stock Purchase Plan are fully vested in all shares of Synovus stock purchased for their benefit under the Plan and may request that the shares purchased under the Plan be released to them at any time. Synovus’ contributions under this Plan are included in the “All Other Compensation” column of the Director Compensation Table below. Synovus’ contributions under the Director Stock Purchase Plan provide directors the opportunity to buy and maintain an equity interest in Synovus and to share in the capital appreciation of Synovus.
Director Stock Ownership Guidelines
Synovus’ Corporate Governance Guidelines require all directors to accumulate over time shares of Synovus stock equal in value to at least three times the value of their annual retainer. Directors have five years to attain this level of total stock ownership, but must attain a share ownership threshold of one times the amount of the director’s annual retainer within three years. These stock ownership guidelines are
designed to align the interests of Synovus’ directors to that of Synovus’ shareholders and the long-term performance of Synovus. The restricted stock unit awards to directors and Synovus’ contributions under the Director Stock Purchase Plan assist and facilitate directors’ fulfillment of their stock ownership requirements. All of Synovus’ directors were in compliance with the guidelines as of December 31, 2015.
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DIRECTOR COMPENSATION
Director Compensation Table
The following table summarizes the compensation paid by Synovus tonon-management directors for the year ended December 31, 2015.2016.
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||
| Name** | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||
| Catherine A. Allen | $ | 70,000 | $ | 55,000 | $ | 1,500 | (3) | $ | 126,500 | $ | 70,000 | (2) | $ | 55,000 | $ | 1,500 | (3) | $ | 126,500 | |||||||||||||
| Tim E. Bentsen | 90,000 | 55,000 | 3,000 | (3) | 148,000 | 90,000 | (2) | 55,000 | 3,000 | (3) | 148,000 | |||||||||||||||||||||
| Steve T. Butler | 60,000 | 55,000 | 7,800 | (3)(4) | 122,800 | |||||||||||||||||||||||||||
| Stephen T. Butler | 60,000 | (2) | 55,000 | 8,200 | (3)(4) | 123,200 | ||||||||||||||||||||||||||
| Elizabeth W. Camp | 95,000 | 55,000 | 1,500 | (3) | 151,500 | 95,000 | (2) | 55,000 | 1,500 | (3) | 151,500 | |||||||||||||||||||||
| T. Michael Goodrich | 90,000 | 55,000 | 8,500 | (3)(4) | 153,500 | 100,000 | (2) | 55,000 | 8,500 | (3)(4) | 163,500 | |||||||||||||||||||||
| V. Nathaniel Hansford | 80,000 | 55,000 | — | 135,000 | ||||||||||||||||||||||||||||
| Jerry W. Nix | 75,000 | 55,000 | — | 130,000 | 75,000 | (2) | 55,000 | — | 130,000 | |||||||||||||||||||||||
| Harris Pastides | 60,000 | 55,000 | 11,700 | (3)(4) | 126,700 | 60,000 | (2) | 55,000 | 10,350 | (3)(4) | 125,350 | |||||||||||||||||||||
| Joseph J. Prochaska, Jr. | 85,000 | 55,000 | — | 140,000 | 85,000 | (2) | 55,000 | — | 140,000 | |||||||||||||||||||||||
| Melvin T. Stith | 60,000 | 55,000 | — | 115,000 | 60,000 | (2) | 55,000 | — | 115,000 | |||||||||||||||||||||||
| Barry L. Storey | 60,000 | 55,000 | 3,283 | (4) | 118,283 | 60,000 | (2) | 55,000 | 4,850 | (4) | 119,850 | |||||||||||||||||||||
| Philip W. Tomlinson | 60,000 | 55,000 | 6,200 | (3)(4) | 121,200 | 60,000 | (2) | 55,000 | 6,600 | (3)(4) | 121,600 | |||||||||||||||||||||
| ** | Mr. Stelling does not receive any additional compensation for serving as a director. His |
| (1) |
| The grant date fair value of the |
| (2) | Reflects fees paid in 2016 for service on the Board from April 21, 2016 to April 20, 2017. |
| (3) | Includes contributions made by Synovus under Synovus’ Director Stock Purchase Plan of the following amounts for the following directors: $1,500 for each of Ms. Allen and Ms. Camp; $3,000 for each of Messrs. Bentsen, Butler and Goodrich and Dr. Pastides; and $2,400 for Mr. Tomlinson. As described more fully above, qualifying directors can elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and in |
| (4) | Includes compensation of |
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| Proposal 1 | Election of 12 Directors |
Number
Pursuant to Synovus’ bylaws, the Board shall consist of not less than 8 nor more than 25 directors with such number to be set either by the Board or shareholders representing at least 66 2/3% 2⁄3% of the votes entitled to be cast by the holders of all of Synovus’ issued and outstanding shares. Currently, the size of the Board is set at 13 members. Effective as
of the 2016date of the Annual Meeting, the Board has set the size of the Board at 12 members. Proxies cannot be voted at the Annual Meeting for a greater number of persons than the 12 nominees named in this Proxy Statement.
Nominees for Election as Director
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The 12 nominees for director named in this Proxy Statement were selected by the Corporate Governance and Nominating Committee based upon a review of the nominees and consideration of the director qualifications described under “Corporate Governance and Board Matters — Matters—Consideration of Director Candidates — Candidates—Director Qualifications” on page 13 of this Proxy Statement. In addition to the specific criteria for director nomination, the Corporate Governance and Nominating Committee assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board’s ability to manage and direct the affairs and business of Synovus. With respect to the nomination of continuing directors forre-election, the Corporate Governance and Nominating Committee also considers the individual’s contributions to the Board and its committees. All of the 12 nominees currently serve as a director. Mr. Brooke was appointed to the Board on January 18, 2017. His nomination was recommended to the Board by anon-management director. The nominees for director include six current and former chief executive officers, at least 10 persons who could be recognized as “audit committee financial experts”,experts,” two current or former deans of national universities, and a former partner of a global auditing firm. The nominees collectively have over 160200 years of experience in banking and financial services as well as significant experience in insurance, investment management, commercial real estate, risk management, and accounting. The nominees also bring extensive board and committee experience.
In addition to the overall composition of the Board, the Corporate Governance and Nominating Committee also considered the nominees’
individual roles in (1) oversight of our enterprise risk management process, (2) relationships with the numerous regulatory agencies that monitor Synovus’ operations, (3) assistance with the strategic plan of the Company, (4) oversight and support of our expense reduction initiatives, and (5) managing succession planning. In addition to fulfilling the above criteria, 11 of the 12 nominees for election named below are considered independent under the NYSE rules and Synovus’ Director Independence Standards.director independence standards. Each nominee also brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, executive management, risk management and oversight, corporate strategy, commercial real estate, troubled assetwork-out and disposition situations, and ancillary financial services businesses. Each member of the Board has demonstrated leadership through his or her work on the boards of a variety of public, private andnon-profit organizations and is familiar with board processes and corporate governance. We believe the atmosphere of our Board is collegial and that all Board members are engaged in their responsibilities. For additional information about our director independence requirements, consideration of director candidates, director tenure, leadership structure of our Board and other corporate governance matters, see “Corporate Governance and Board Matters” beginning on page 9 of this Proxy Statement.
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PROPOSALS TO BE VOTED ON
The following table sets forth information regarding the 12 nominees for election to the Board.
| Name | Age | Year First Elected Director | Principal Occupation | Committees | ||||||||||
| Catherine A. Allen | 69 | 2011 | Chairman and Chief Executive Officer, The Santa Fe Group | CGN, R | ||||||||||
| Tim E. Bentsen | 62 | 2014 | Partner, Retired, KPMG LLP | E, A (Chair), R | ||||||||||
| Stephen T. Butler | 65 | 2012 | Chairman of the Board, W.C. Bradley Company | CGN | ||||||||||
| Elizabeth W. Camp | 64 | 2003 | President and Chief Executive Officer, DF Management, Inc. | E, A, C (Chair), R | ||||||||||
| T. Michael Goodrich | 70 | 2004 | Chairman and Chief Executive Officer, Retired, BE&K, Inc. | E, C, CGN (Chair) | ||||||||||
| Jerry W. Nix | 70 | 2012 | Vice Chairman, Executive Vice President and Chief Financial Officer, Retired, Genuine Parts Company | A, CGN | ||||||||||
| Harris Pastides | 62 | 2014 | President, University of South Carolina | CGN | ||||||||||
| Joseph J. Prochaska, Jr. | 65 | 2011 | Executive Vice President and Chief Accounting Officer, Retired, MetLife, Inc. | E, A, R (Chair) | ||||||||||
| Kessel D. Stelling | 59 | 2010 | Chairman of the Board, Chief Executive Officer and President, Synovus Financial Corp. | E (Chair) | ||||||||||
| Name | Age | Year First Elected Director | Principal Occupation | Committees | ||||||||
| Catherine A. Allen | 70 | 2011 | Chairman and Chief Executive Officer, The Santa Fe Group | CGN, R | ||||||||
| Tim E. Bentsen | 63 | 2014 | Partner, Retired, KPMG LLP | E, A (Chair), R | ||||||||
| F. Dixon Brooke, Jr. | 69 | 2017 | Chief Executive Officer and President, Retired, EBSCO Industries, Inc. | — | ||||||||
| Stephen T. Butler | 66 | 2012 | Chairman of the Board, W.C. Bradley Company | CGN | ||||||||
| Elizabeth W. Camp | 65 | 2003 | President and Chief Executive Officer, DF Management, Inc. | E, A, C (Chair), CGN | ||||||||
| Jerry W. Nix | 71 | 2012 | Vice Chairman, Executive Vice President and Chief Financial Officer, Retired, Genuine Parts Company | A, CGN | ||||||||
| Harris Pastides | 63 | 2014 | President, University of South Carolina | CGN | ||||||||
| Joseph J. Prochaska, Jr. | 66 | 2011 | Executive Vice President and Chief Accounting Officer, Retired, MetLife, Inc. | E, A, R (Chair) | ||||||||
| Kessel D. Stelling | 60 | 2010 | Chairman of the Board, Chief Executive Officer and President, Synovus Financial Corp. | E (Chair) | ||||||||
| Melvin T. Stith | 70 | 1998 | Dean, Retired, Martin J. Whitman School of Management, Syracuse University | C | ||||||||
| Barry L. Storey | 57 | 2013 | Principal, BLS Holdings Group, LLC | C | ||||||||
| Philip W. Tomlinson | 70 | 2008 | Chairman of the Board and Chief Executive Offer, Retired, Total System Services, Inc. | R, C | ||||||||
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 17
PROPOSALS TO BE VOTED ON
| A: | Audit Committee |
| Name | Age | Year First Elected Director | Principal Occupation | Committees | ||||||||||
| Melvin T. Stith | 69 | 1998 | Dean, Retired, Martin J. Whitman School of Management, Syracuse University | C | ||||||||||
| Barry L. Storey | 56 | 2013 | Principal, BLS Holdings Group, LLC | C | ||||||||||
| Philip W. Tomlinson | 69 | 2008 | Chairman of the Board and Chief Executive Offer, Retired, Total System Services, Inc. | R | ||||||||||
| C: | Compensation Committee |
E: Executive Committee
| CGN: | Corporate Governance and Nominating Committee |
A: Audit Committee
| R: | Risk |
CGN: Corporate Governance and Nominating Committee
C: Compensation Committee
R: Risk Committee
| E: | Executive Committee |
The business experience and other specific skills, attributes and qualifications of each of the nominees is as follows:
 | Catherine A. Allen is the Chairman and Chief Executive Officer of The Santa Fe Group, a consulting group founded in 1996, specializing in the management of strategic financial services and critical infrastructure projects and in providing advisory services to executive officers and boards of directors. The Santa Fe Group manages the Shared Assessments Program, with over 270 major corporate members concerned about third party risk management. From 1997 to 2007, she was the founding Chief Executive Officer of BITS, a sister organization to the Financial Services Roundtable, which worked closely with executives of the nation’s largest financial institutions on strategic issues, including payments strategies, risk management, emerging technologies,e-commerce, vendor risk, privacy, cyber security, counter terrorism, and security. At BITS, Ms. Allen also worked closely with the regulatory community and testified on Capitol Hill often on these issues. From 1989 to 1996, she held several executive positions at Citicorp in the retail, bankcard and corporate technology divisions and represented Citicorp in creating and chairing the Smart Card Forum, a multi-industry standards group. Prior to Citicorp, she was an executive in electronic publishing at Dun and Bradstreet. Ms. Allen holds a bachelor’s degree from the University of Missouri, a master’s degree from the University of Maryland, and an ABD in International Business from George Washington University. She currently serves on the board of El Paso Electric Company, a public company specializing in utilities, where she chairs its security committee and is a member of its energy and natural resources committee, nominating and governance committee, and public affairs committee. Previously, she served on the board of Stewart Information Services Corp., a public, customer-focused, global title insurance and real estate services company. She serves on the board of Analytics Pros, a privately held company, and on various other private,non-profit and civic boards, including the National Foundation for Credit Counseling. Ms. Allen has written four books with subjects ranging from emerging technologies and innovation to retirement, and she has been recognized for her work in financial services, technology, and innovation with an honorary doctorate from the University of Missouri, the US Banker Lifetime Achievement Award, and the Executive Women’s Forum Lifetime Achievement Award, among others. Ms. Allen’s |
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Tim E. Bentsen is a former audit partner and practice leader of KPMG LLP, a U.S.-based global audit, tax and advisory services firm. 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. He is a faculty member at the J.M. Tull School of Accounting at the University of Georgia, an independent member of the board of directors and audit committee of Krispy Kreme Doughnuts, Inc., a public company specializing in sweet treats and complementary products, and an independent member of the board of trustees of Ridgeworth Funds, a mutual fund complex. He holds a bachelor’s degree in business administration from Texas Tech University and has completed the Partner Development Program at Harvard University. Mr. Bentsen is a certified public accountant and a member of the American Institute and Georgia Society of Certified Public Accountants. 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.
PROPOSALS TO BE VOTED ON
Stephen T. Butler is the Chairman of the Board of W.C. Bradley Co., a private consumer products and real estate company, a position he has held since 2008. Prior to that time and for 21 years, he served as Chief Executive Officer and Chairman of the Board 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. In addition to his leadership role on the W.C. Bradley board, Mr. Butler currently serves as Chairman of the Board of Columbus Bank and Trust, or CB&T, a banking division of Synovus, and on the boards of various civic and non-profit companies, including St. Francis Hospital, Inc. and The Bradley-Turner Foundation. 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, compensation practices and risk management, among other things.
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 | 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 business, 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 First Commercial Bank, or FCB, a banking division of Synovus, and has served on the FCB board since its inception over 30 years ago. Mr. Brooke also serves as a director of EBSCO and McWane, Inc. and as a director of suchnon-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 acumen, 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 Chairman of the Board of W.C. Bradley Co., a private consumer products and real estate company, a position he has held since 2008. Prior to that time and for 21 years, he served as Chief Executive Officer and Chairman of the Board 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. In addition to his leadership role on the W.C. Bradley board, Mr. Butler currently serves as Chairman of the Board of Columbus Bank and Trust, or CB&T, a banking division of Synovus, and on the boards of various civic andnon-profit companies, including St. Francis Hospital, Inc. and The Bradley-Turner Foundation. 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, compensation practices and risk management, among other things. | |
 | 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, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company for 16 years. 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 severalnon-profit organizations, including the Woodruff Arts Foundation, University of Georgia Foundation, the Atlanta chapter of the National Association of Corporate Directors, Vice Chair of the University of Georgia’s Terry College of Business Dean’s Advisory Council and the Boy Scouts Council of Atlanta. She is also 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. Previously, Ms. Camp served as a director of Blue Cross Blue Shield of Georgia from 1992 to 2001. 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. |
 | Jerry W. Nix is the former Vice Chairman, Executive Vice President and Chief Financial Officer of Genuine Parts Company. Prior to retiring in March 2013, Mr. Nix served as Chief Financial Officer for over 13 years and served in various other capacities with Genuine Parts before that time, including Senior Vice President—Finance. In addition to serving as a director of Genuine Parts, Mr. Nix serves on various civic andnon-profit boards, including Young Harris College, Cobb County Chamber of Commerce, Cobb-Marietta Coliseum and Exhibit Hall Authority, John and Mary Franklin Foundation and Boy Scouts of America. Prior to joining Genuine Parts in 1978, Mr. Nix was an auditor with Ernst & Young and a pilot in the U.S. Air Force. Mr. Nix has bachelors’ degrees from both Mississippi State University and the University of Florida. Mr. Nix’s extensive financial and accounting experience with a large diversified public company provides the Board with a great resource in the financial, accounting, risk management, and investor relations areas. |
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PROPOSALS TO BE VOTED ON
 | Harris Pastides is the President of the University of South Carolina, a position he has held since August 2008. 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’s500-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. In addition to serving on the advisory board of one of our banking divisions, NBSC, he 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 also serves as Chairman of the NCAA Division 1 Board of Directors. 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. His experience in management and complex organizations and his background in research, innovation and education provides 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 National Association of Corporate Directors. Mr. Prochaska’s extensive accounting experience in the financial services industry, his integral involvement in theday-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. | |
 | Kessel D. Stelling is the Chairman of the Board, Chief Executive Officer and President of Synovus. He has been Chairman since January 1, 2012 and Chief Executive Officer and President since October 2010, after serving as Acting Chief Executive Officer from June to October 2010 while Richard E. Anthony was on a medical leave of absence. 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, or BNG, a banking division of Synovus, 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 Bancshares, Inc. merged with and into Synovus and Riverside Bank merged with and into BNG. 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 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 the treasurer and as a member of the executive committee of the Financial Services Roundtable and as a director of several civic and non-profit organizations, including the Georgia Chamber of Commerce. Mr. Stelling’s extensive banking and leadership experience, along with hisin-depth knowledge of our corporate strategy andday-to-day operations, provides our Board with an important resource in understanding our markets and industry and in effectively managing our risk. |
 | Melvin T. Stith is the Dean Emeritus of the Martin J. Whitman School of Management at Syracuse University and served as Dean from 2005 until July 2013. Prior to becoming Dean at Syracuse, Dr. Stith was the Dean and Jim Moran Professor of Business Administration at Florida State University for 13 years. He has been a professor of marketing and business since 1977 after having served in the U.S. Army Military Intelligence Command and achieving the rank of Captain. He holds a bachelor’s degree from Norfolk State College and a master’s degree in business administration and a Ph.D. in marketing from Syracuse University. Dr. Stith currently serves on the board of Flowers Foods, Inc., a publicly held baked foods company, where he serves on the compensation committee and corporate governance committee, and the board of Aflac Incorporated, a publicly held, Fortune 500 supplemental insurance company, where he serves on the audit and risk committee and its corporate governance committee. He has also served on the boards of various private companies and is a current or past director of Beta Gamma Sigma, the national honorary society for business schools, the Jim Moran Foundation, the Graduate Management Admissions Council, Keebler Foods Company, Rexall Sundown, Inc. and Correctional Services Corporation. Dr. Stith’s leadership skills in consensus-building, risk management and executive management and his financial acumen add an important dimension to our Board’s composition. |
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, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company for 16 years. Before it was sold in 2000, Camp Oil developed and operated convenience stores, truck stops and restaurants and grew to realize annual revenue of $300 million, employing 650 employees and operating 62 units in nine states throughout the United 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 and a master’s degree in taxation from Georgetown Law Center. Ms. Camp served as an advisory director of Citizens Bank & Trust, a banking division of Synovus, for over 23 years and is a current or past trustee or director of several non-profit organizations, including the Vice Chair of the University of Georgia’s Terry College of Business Dean’s Advisory Council and the Georgia Department of Industry, Trade & Tourism. She is also an independent member of the board of directors of Genuine Parts Company, a public company engaged in the distribution of automatic replacement parts, industrial replacement parts, office products and electrical/electronic materials (“Genuine Parts”), and also serves on its audit committee. Previously, Ms. Camp served as a director of Blue Cross Blue Shield of Georgia from 1992 to 2001. 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.
T. Michael Goodrich is the former Chairman of the Board and Chief Executive Officer of BE&K, Inc., a privately held international engineering and construction company specializing in complex projects. Mr. Goodrich served as Chairman and Chief Executive Officer from 1995 until his retirement in May 2008. Prior to his appointment in 1995, he served in various capacities with BE&K, including General Counsel and President, having joined the company in 1972. Mr. Goodrich received a bachelor’s degree in civil engineering from Tulane University and a law degree from the University of Alabama. Mr. Goodrich serves as a director of Energen Corporation, a publicly held diversified energy company, and as an advisory director of First Commercial Bank, a banking division of Synovus. Mr. Goodrich is our Lead Director and the Chairman of our Corporate Governance and Nominating Committee. He also chairs the governance committee and is a member of the compensation committee at Energen. In addition, he is a member of the Alabama Academy of Honor, the National Academy of Construction and the Alabama Engineering Hall of Fame. Through his experience as chief executive officer as well as his service on the board and committees of another NYSE-listed public company, Mr. Goodrich brings extensive leadership, risk assessment skills and public company expertise to our Board.
Jerry W. Nix is the former Vice Chairman, Executive Vice President and Chief Financial Officer of Genuine Parts. Prior to retiring in March 2013, Mr. Nix served as Chief Financial Officer for over 13 years and served in various other capacities with Genuine Parts before that time, including Senior Vice President — Finance. In addition to serving as a director of Genuine Parts, Mr. Nix serves on various civic and non-profit boards, including Young Harris College, Cobb County Chamber of Commerce, Cobb-Marietta Coliseum and Exhibit Hall Authority, John and Mary Franklin Foundation and Boy Scouts of America. Prior to joining Genuine Parts in 1978, Mr. Nix was an auditor with Ernst & Young and a pilot in the U.S. Air Force. Mr. Nix has bachelors’ degrees from both Mississippi State University and the University of Florida. Mr. Nix’s extensive financial and accounting experience with a large diversified public company provides the Board with a great resource in the financial, accounting, risk management, and investor relations areas.
Harris Pastides is the President of the University of South Carolina, a position he has held since August 2008. 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. In addition to serving on the advisory board of one of our banking divisions, NBSC, he 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 also serves as Chairman of the NCAA Division 1 Board of Directors. 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. His experience in management and complex organizations and his background in research, innovation and education provides our Board with leadership and consensus-building skills on a variety of matters, including corporate governance and risk management.
SYNOVUS FINANCIAL CORP.- 20162017 Proxy Statement 19
PROPOSALS TO BE VOTED ON
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 a few 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 National Association of Corporate Directors. Mr. Prochaska’s extensive 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.
Kessel D. Stelling is the Chairman of the Board, Chief Executive Officer and President of Synovus. He has been Chairman since January 1, 2012 and Chief Executive Officer and President since October 2010, after serving as Acting Chief Executive Officer from June to October 2010 while Richard E. Anthony was on a medical leave of absence. 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, or BNG, a banking division of Synovus, 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 Bancshares, Inc. merged with and into Synovus and Riverside Bank merged with and into BNG. 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 the Chairman of 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 trustee or director on several civic and non-profit organizations, including the Georgia Chamber of Commerce and the Financial Services Roundtable. Mr. Stelling’s extensive banking and leadership experience, along with his in-depth knowledge of our corporate strategy and day-to-day operations, provides our Board with an important resource in understanding our markets and industry.
Melvin T. Stith is the Dean Emeritus of the Martin J. Whitman School of Management at Syracuse University and served as Dean from 2005 until July 2013. Prior to becoming Dean at Syracuse, Dr. Stith was the Dean and Jim Moran Professor of Business Administration at Florida State University for 13 years. He has been a professor of marketing and business since 1977 after having served in the U.S. Army Military Intelligence Command and achieving the rank of Captain. He holds a bachelor’s degree from Norfolk State College and a master’s degree in business administration and a Ph.D. in marketing from Syracuse University. Dr. Stith currently serves on the board of Flowers Foods, Inc., a publicly held baked foods company, and its compensation committee and corporate governance committee, and the board of Aflac Incorporated, a publicly held, Fortune 500 supplemental insurance company, as well as its audit and risk committee and its corporate governance committee. He has also served on the boards of various private companies and is a current or past director of Beta Gamma Sigma, the national honorary society for business schools, the Jim Moran Foundation and the Graduate Management Admissions Council. Dr. Stith’s leadership skills in consensus-building, risk management and executive management and his financial acumen add an important dimension to our Board’s composition.
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 that 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. and as a real estate leasing manager for NTS Development Corporation. He has extensive real estate expertise and experience in many of the markets in which we serve. Mr. Storey holds a bachelor’s degree from the University of Georgia, is a trustee of the University of Georgia Foundation and the Chair of the University of Georgia’s Terry College of Business Dean’s Advisory Council. Mr. Storey serves on numerous civic and professional boards of directors, as well as on the advisory board of AFB&T, one of our banking divisions. His extensive experience 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 growth and expense reduction strategies for the future.
Philip W. Tomlinson is the former Chairman of the Board and Chief Executive Officer of TSYS, a publicly held global payments processing company. Prior to his retirement as Chief Executive Officer of TSYS in 2014 and his retirement as Chairman of the Board in 2015, Mr. Tomlinson served as Chairman of the Board and Chief Executive Officer of TSYS for eight years. From 1982 until 2006, Mr. Tomlinson served in various capacities with TSYS, including Chief Executive Officer and President. From TSYS’ incorporation in December 1982, Mr. Tomlinson played a key role in almost every major strategy that has shaped TSYS’ development. Mr. Tomlinson is a former member of the Financial Services Roundtable and a graduate of Louisiana State University School of Banking of the South. Mr. Tomlinson serves as an advisory director of CB&T and is also a member of the Georgia Economic Development Board and other charitable and civic organizations’ board of directors. As the former CEO and Chairman of a large public company, Mr. Tomlinson provides valuable insight and guidance on the issues of corporate governance, strategy, risk management and investor relations, particularly as to his expertise and understanding of the current trends within the financial services industry and as to his diverse relationships within the financial services community.
 | 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 that 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. and as a real estate leasing manager for NTS Development Corporation. He has extensive real estate expertise and experience in many of the markets in which we serve. Mr. Storey holds a bachelor’s degree from the University of Georgia, is a trustee of the University of Georgia Foundation and the Chair of the University of Georgia’s Terry College of Business Dean’s Advisory Council. Mr. Storey serves on numerous civic and professional boards of directors, as well as on the advisory board of AFB&T, one of our banking divisions. His extensive experience 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 growth and expense reduction strategies for the future. | |
 | Philip W. Tomlinson is the former Chairman of the Board and Chief Executive Officer of TSYS, a publicly held global payments processing company. Prior to his retirement as Chief Executive Officer of TSYS in 2014 and his retirement as Chairman of the Board in 2015, Mr. Tomlinson served as Chairman of the Board and Chief Executive Officer of TSYS for eight years. From 1982 until 2006, Mr. Tomlinson served in various capacities with TSYS, including Chief Executive Officer and President. From TSYS’ incorporation in December 1982, Mr. Tomlinson played a key role in almost every major strategy that has shaped TSYS’ development. Mr. Tomlinson is a former member of the Financial Services Roundtable and a graduate of Louisiana State University School of Banking of the South. Mr. Tomlinson serves as a director of TSYS and as an advisory director of CB&T and is also a member of the Georgia Economic Development Board and other charitable and civic organizations’ board of directors. As the former CEO and Chairman of a large public company, Mr. Tomlinson provides valuable insight and guidance on the issues of corporate governance, strategy, risk management and investor relations, particularly as to his expertise and understanding of the current trends within the financial services industry and as to his diverse relationships within the financial services community. |
The Board of Directors unanimously recommends that you vote “FOR” each of the 12 nominees.
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PROPOSALS TO BE VOTED ON
| Proposal 2 | Approval of Advisory Vote on the Compensation of our Named Executive Officers as Determined by the Compensation Committee |
Synovus believes that our compensation policies and procedures for our named executive officers are competitive, are focused on pay for performance principles and are strongly aligned with the long-term interests of our shareholders. Synovus also believes that both we and our shareholders benefit from responsive corporate governance policies and constructive and consistent dialogue. Each year, as required by Section 14A of the Securities Exchange Act, we give you, as a shareholder, the opportunity to endorse the compensation for our named executive officers. The proposal described below, commonly known as a “Say on Pay” proposal, gives you the opportunity to approve or not approve, on an advisory basis, such compensation as described in this Proxy Statement.
In deciding how to vote on this proposal, the Board encourages you to read the “Executive Compensation — Compensation—Compensation Discussion and Analysis” section of this Proxy Statement and the tabular and narrative disclosure which follows it. In those sections, we discuss each element of compensation, including base salaries, short-term incentives, long-term incentives and retirement benefits. We also discuss our policies and other factors which affect the decisions of our Compensation Committee.
In many cases, we are required to disclose in the executive compensation tables accounting or othernon-cash estimates of future compensation. Because of this, we encourage you to read the footnotes and narratives which accompany each table in order to understand anynon-cash items.
We believe our executive compensation is aligned with shareholders because:
We target compensation at the median of peer practice. We benchmark total direct compensation as well as each component of total direct compensation.
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, including core earnings, loan growth, growth in core deposits and return on average assets, or ROAA.
Payouts under our incentive programs reflected our strong 20152016 results, including double digit growth in net incomediluted earnings per share and strong returns for shareholders.
We believe that the compensation delivered to each named executive officer in 20152016 was fair and reasonable.
Unless the Board modifies its policy on the frequency of future “Say on Pay” advisory votes, the next “Say on Pay” vote will be held at the 20172018 annual meeting of shareholders. The next advisory vote on the frequency of “Say on Pay” proposals is scheduled to occur at the 20172020 annual meeting of shareholders.
The Board of Directors unanimously recommends that you vote “FOR” the advisory vote on the compensation of the named executive officers as determined by the Compensation Committee.
SYNOVUS FINANCIAL CORP.- 20162017 Proxy Statement 21
PROPOSALS TO BE VOTED ON
| Proposal 3 | Ratification of Amendment to the 2010 Synovus Tax Benefits Preservation Plan to Extend the Plan |
On April 26, 2010, our Board adopted a Shareholder Rights Plan (as amended as of September 6, 2011, the “Plan”) between the Company and American Stock Transfer & Trust Company, LLC (as successor to Mellon Investor Services LLC), as Rights Agent. The purpose of the Plan is to protect Synovus’ ability to use certain tax assets, such as net operating loss carryforwards, capital loss carryforwards, tax credit carryforwards and certainbuilt-in losses (collectively, the “Tax Benefits”), to offset future taxable income. Under the original terms of the Plan, the Rights (as defined below) were scheduled to expire on April 27, 2013 but after careful consideration and based on advice of external legal counsel and tax advisors, our Board concluded that it was in the best interests of Synovus and our shareholders to extend the Plan and, on April 24, 2013, the Board approved an amendment to the Plan (the “2013 Amendment”) to (1) extend the final expiration date from April 27, 2013 to April 28, 2016 and (2) update certain contact information under the Notices section of the Plan. Except for the foregoing changes, the 2013 Amendment resulted in no further changes to the Plan. Our shareholders ratified the 2013 Amendment at the 2014 annual shareholders’ meeting, with the 2013 Amendment receiving the support of over 93% of the votes cast.
Since that time and because of Synovus’ tax assets, with the advice of external legal counsel and tax advisers, our Board concluded that it was in the best interests of Synovus and our shareholders to again extend the Plan, and on April 20, 2016, the Board approved the third amendment to the Plan (the “2016 Amendment”) to extend the final expiration date from April 28, 2016 to April 29, 2019.The 2016 Amendment resulted in no further changes to the Plan. The 2016 Amendment is included asAppendix B to this Proxy Statement.
This proposal asks our shareholders to ratify the 2016 Amendment. Although shareholder ratification of the 2016 Amendment is not required by our bylaws or otherwise, we are submitting the 2016 Amendment to our shareholders for ratification to permit our shareholders to participate in this important corporate decision. If not ratified, our Board may reconsider the 2016 Amendment, although the Board will not be required to do so.
Background and Reasons for the Proposal
The Plan was adopted to protect Synovus’ tax assets. Through December 31, 2016, Synovus has Tax Benefits that could offset approximately $361 million of future federal taxable income and approximately $1.4 billion of future state taxable income. The future federal Tax Benefits expire between 2031 and 2036, and the future state Tax Benefits expire between 2025 and 2035. We can utilize the Tax Benefits in certain circumstances to offset taxable income and reduce our federal income tax liability. Synovus’ ability to use these Tax Benefits in the future may be significantly limited if we experience an “ownership change” as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). As further described below, the Plan is designed to prevent certain acquisitions of Synovus stock which could adversely affect Synovus’ ability to use these Tax Benefits.
An ownership change under Section 382 generally occurs when a change in the aggregate percentage ownership of the stock of the corporation held by “five percent shareholders” increases by more than fifty percentage points over a rolling three year period. A corporation experiencing an ownership change generally is subject to an annual limitation on its utilization ofpre-change losses and certain post-change recognizedbuilt-in losses equal to the value of the stock of the corporation immediately before the “ownership change,” multiplied by the long-termtax-exempt rate (subject to certain adjustments). An ownership change could occur, or the risk of an ownership change could be increased, if Synovus issues additional shares of its Common Stock, including shares issued in connection with an acquisition or business combination. If an ownership change under Section 382 occurred, the value of Synovus’ Tax Benefits could be impaired, and our ability to use these Tax Benefits could be adversely affected.
Transactions in Synovus stock during 2009 and 2010 increased the risk that Synovus could experience an ownership change in the future, including as a result of transactions that are not within Synovus’ control. Based upon these considerations, and advice of external counsel and legal advisors, our Board adopted the Plan in 2010 to reduce the likelihood that future transactions in our stock over a rolling three-year period will result in an ownership change.
During 2012 and early 2013, Synovus held extensive discussions regarding capital planning, including discussions regarding the amount of additional capital that might be required to permit Synovus to redeem its obligations under TARP and the potential impact of such actions on its Tax Benefits. Even though the rolling three-year period for the 2009 and 2010 stock issues had passed, Synovus still faced the risk that an ownership change could occur in the future if Synovus issued additional shares of Common Stock, including any shares issued in connection with the redemption of its TARP obligations and any shares issued in connection with any future acquisitions or business combinations. In light of these capital planning discussions, after considering the substantial size of the Tax Benefits as of March 31, 2013, and with the advice of external legal counsel and tax advisors, our Board concluded that it was in the best interests of Synovus and our shareholders to adopt the 2013 Amendment.
In 2016, Synovus again considered the substantial size of the remaining Tax Benefits as of December 31, 2015 and with the advice of external legal counsel and tax advisors, our Board determined that it was in the best interests of Synovus and our shareholders to adopt the 2016 Amendment, particularly in light of the needed flexibility to execute Synovus’ strategic plan and to pursue potential acquisitions or business combinations in the future.
In general terms, the Plan discourages (1) any person or group from becoming a beneficial owner of 5% or more of Synovus’ then outstanding Common Stock (a “5% Shareholder”) and (2) any existing 5% or greater shareholder from acquiring additional shares of Synovus’ stock. There is no guarantee, however, that the Plan will prevent Synovus from experiencing an ownership change.
Unlike traditional shareholder rights plans(so-called poison pills) which are designed and put in place to deter unsolicited takeovers bids, the Plan was not adopted as an anti-takeover measure. The Plan is designed solely to protect Synovus’ Tax Benefits by deterring actions that could increase the likelihood of a loss of Tax Benefits. The Plan differs in certain key respects from a traditional shareholder tax benefits preservation plan, including that
| 22 | - 2017 Proxy Statement |
PROPOSALS TO BE VOTED ON
the Plan does not apply to acquisitions of a majority of Synovus’ Common Stock made in connection with an offer to acquire 100% of Synovus’ Common Stock, and the Plan (as amended by the 2016 Plan Amendment) will expire in April 2019 whereas traditional shareholder rights plans generally have longer terms.
Description of the Plan
The following description of the Plan (as amended) is qualified in its entirety by reference to the text of the Plan, which has been filed with the SEC and is available on the SEC’s website (http://www.sec.gov). Please read the Plan in its entirety as the discussion below is only a summary.
The Rights. In connection with the adoption of the Plan on April 26, 2010, Synovus’ Board of Directors declared a dividend of one preferred stock purchase right (a “Right”) for each share of Common Stock outstanding of Synovus as of the close of business on April 29, 2010 (the “Tax Benefits Preservation Plan Record Date”). A Right will also be received with respect to each share of Common Stock issued after the Tax Benefits Preservation Plan Record Date. Each Right initially represents the right to purchase, for $12.00 (the “Purchase Price”), oneone-millionth of a share of Series B Participating Cumulative Preferred Stock, no par value share (the “Series B Preferred Stock”). Any Rights held by an Acquiring Person (as defined below) are void and may not be exercised. The Board may exempt any person or group from being deemed an Acquiring Person if it determines, in its sole discretion, that such person’s or group’s attainment of 5% Shareholder status has not jeopardized or endangered Synovus’ utilization of the Tax Benefits.
Exercisability. The Rights are not exercisable until the earlier to occur of (1) the 10th business day after public announcement that any person or group has become an Acquiring Person; and (2) the 10th business day after the date of the commencement of a tender or exchange offer by any person which would or could, if consummated, result in such person becoming an Acquiring Person, subject to extension by the Board prior to the expiration of the tender or exchange offer. The date that the Rights become exercisable is referred to as the “Distribution Date.” After any person has become an Acquiring Person, each Right (other than Rights treated as beneficially owned under certain U.S. tax rules by the Acquiring Person) will generally entitle the holder to purchase for the Purchase Price a number of shares of Series B Preferred Stock having a market value of twice the Purchase Price.
An “Acquiring Person” means generally any person or group that either becomes a beneficial owner of 5% or more of Synovus’ Common Stock then outstanding or a “5% shareholder” under the applicable U.S. tax regulations, other than: (1) the U.S. Government, its instrumentalities or agencies and certain of its wholly-owned entities; (2) Synovus and certain of its affiliates; (3) certain existing 5% Shareholders so long as such shareholder does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (4) any person or group that has become a 5% shareholder as a result of a redemption by Synovus so long as such person or group does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (5) no person or group that Synovus’ Board determines, in its sole discretion, has inadvertently become a 5% Shareholder so long as such person promptly divests (without exercising or retaining any power, including voting, with respect to such securities), sufficient shares of Synovus so that such person is no longer a 5% Shareholder; (6) any person or group that has become a 5% Shareholder if Synovus’ Board determines, in its sole discretion, that the attainment of such status has not jeopardized or endangered, and likely will not jeopardize or endanger, Synovus’ utilization of the Tax Benefits so long as such person or group does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (7) any person or group that acquires at least a majority of Synovus’ Common Stock in connection with an offer to acquire 100% of Synovus’ Common Stock then; and (8) any Strategic Investor (as defined in the Plan) so long as the applicable Strategic Investor does not increase its percentage stock of Synovus’ Common Stock.
Exchange. At any time on or after the date on which a public announcement is made that any person becomes an Acquiring Person, the Board may elect to exchange all or part of the Rights (other than Rights beneficially owned by the Acquiring Person and certain affiliated persons and their transferees) for oneone-millionth of a share of Series B Preferred Stock (or one share of Common Stock) per Right, subject to adjustment.
Redemption.The Board may, at its option, redeem all, but not fewer than all, of the then outstanding Rights at a redemption price of $0.000001 per Right (the “Redemption Price”) at any time prior to a Distribution Date. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price for each Right so held.
Expiration.The Rights will expire on the earlier of (a) April 29, 2019; (b) the time at which all Rights are redeemed or exchanged; (c) the first day of a taxable year of Synovus to which the Board determines that no Tax Benefits may be carried forward; and (d) a date prior to a Stock Acquisition Date (as defined in the Plan) on which the Board determines, in its sole discretion, that the Rights and the Plan are no longer in the best interests of Synovus and its shareholders. While the timeframe for exhaustion of Synovus’ Tax Benefits will depend on Synovus’ actual taxable income for future periods, Synovus management estimates that the Rights will expire prior to the date on which Synovus would be able to utilize all of its existing Tax Benefits under current tax regulations.
Voting;Shareholder Rights. Holders of Rights have no rights as a shareholder of Synovus, including the right to vote or to receive dividends.
Antidilution Provisions.The Plan includes antidilution provisions designed to maintain the effectiveness of the Rights.
Amendments. At any time prior to a Distribution Date, the Plan may be amended in any respect unilaterally by Synovus. At any time after the occurrence of a Distribution Date, the Plan may be amended unilaterally by Synovus in any respect that does not adversely affect Rights holders (other than any Acquiring Person), (b) cause the Plan again to become amendable other than in accordance with this sentence or (c) cause the Rights again to become redeemable.
The Board of Directors unanimously recommends that you vote “FOR” ratification of the amendment to the 2010 Tax Benefits Preservation Plan to extend the Plan.
- 2017 Proxy Statement 23
PROPOSALS TO BE VOTED ON
| Proposal 4 | Ratification of Appointment of the Independent Auditor |
The Audit Committee has appointed the firm of KPMG LLP as the independent auditor to audit the consolidated financial statements of Synovus and its subsidiaries for the fiscal year ending December 31, 20162017 and Synovus’ internal control over financial reporting as of December 31, 2016.2017. KPMG has been appointed continuously since 1975. Although shareholder ratification of the appointment of Synovus’ independent auditor is not required by our bylaws or otherwise, we are submitting the selection of KPMG to our shareholders for ratification to permit shareholders to participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent auditor for Synovus.
The Audit Committee annually reviews KPMG’s independence and performance in connection with the determination to retain KPMG. In conducting its review this year, the Audit Committee considered, among other things:
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” beginning on page 27 of this Proxy Statement).
Based on the results of its review this year, the Audit Committee concluded that KPMG is independent and that it is in the best interests of Synovus and its shareholders to appoint KPMG LLP to serve as Synovus’ independent auditor for 2016.2017.
Synovus’ Audit Committee oversees the process for, and ultimately approves, the selection of the independent auditor’s lead engagement partner at the five-year mandatory rotation period. At the Audit Committee’s instruction, KPMG selects candidates to be considered for the lead engagement partner role, who are then interviewed by members of Synovus’ senior management. After discussing the results of senior management’s interviews, the members of the Audit Committee, as a group, interview the candidates. The Audit Committee then considers the appointment and votes on the selection.
Representatives of KPMG will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders present at the meeting.
The Board of Directors unanimously recommends that you vote “FOR” ratification of the appointment of KPMG LLP as the independent auditor for the year 2016.2017.
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The following table sets forth the name, age and position with Synovus of each executive officer of Synovus.Synovus as of the date of this Proxy Statement.
| Name | Age | | Position with Synovus | |||
| Kessel D. Stelling(1) | Chairman of the Board, Chief Executive Officer and President | |||||
| D. Wayne Akins, Jr.(2) | 53 | Executive Vice President and Chief Retail Banking Officer | ||||
| Kevin S. Blair (3) | 46 | Executive Vice President and Chief Financial Officer | ||||
| Roy Dallis Copeland, Jr.(4) | 48 | Executive Vice President and Chief Community Banking Officer | ||||
| Allen J. Gula, Jr.(5) | 62 | Executive Vice President and Chief Operations Officer | ||||
| Mark G. Holladay(6) | 61 | Executive Vice President and Chief Risk Officer | ||||
| Kevin J. Howard(7) | 52 | Executive Vice President and Chief | ||||
| Executive Vice President, General Counsel and Secretary | ||||||
| Liliana C. McDaniel | Chief Accounting Officer | |||||
| Curtis J. Perry | Executive Vice President and Chief Corporate Banking Officer | |||||
| Executive Vice President and President, Financial Management Services | ||||||
| (1) | As Mr. Stelling is a director of Synovus, relevant information pertaining to his positions with Synovus is set forth under the caption “Nominees for Election as Director” beginning on page |
| (2) | D. Wayne Akins, Jr. was elected as Executive Vice President and Chief Retail Banking Officer in July 2014. Prior to July and since 2012, Mr. Akins served as Chief Community Banking Officer. For seventeen years prior to that time, he held various other banking positions with Synovus Bank, including Regional Chief Executive Officer and Bank Division Chief Executive Officer. Mr. Akins has more than |
| (3) | Kevin S. Blair was elected as Executive Vice President and Chief Financial Officer in July 2016, effective August 17, 2016. Prior to that time, Mr. Blair served as Treasurer for SunTrust Bank. Prior to becoming corporate treasurer in 2015 at SunTrust and for 18 years, Mr. Blair served in various capacities with SunTrust, including director of SunTrust’s commercial specialty segment, chairman and chief executive officer of SunTrust’s Georgia/North Florida region, and in leadership roles in such areas as corporate strategy, line management, strategic finance and credit risk management. |
| (4) | Roy Dallis Copeland, Jr. was elected as Executive Vice President in January 2010 and Chief Community Banking Officer in July 2014. From January 2011 to July 2014, he served as Executive Vice President and Chief Banking Officer. Prior to that time and since September 2008, he served as Senior Vice President and Chief Commercial Officer of Synovus and before that, Mr. Copeland served as President and Chief Executive Officer of Citizens First Bank, one of our banking divisions. Mr. Copeland also has led various banking departments in retail and commercial banking at CB&T, where he began his career in 1992. |
| Allen J. Gula, Jr. was elected Executive Vice President and Chief Operations Officer of Synovus in July 2011. Prior to joining Synovus and since 2003, Mr. Gula was an independent consultant and investor, consulting with private equity and venture capital firms on potential acquisitions and investments and serving on various corporate boards. From 2006 to 2007, he also served as the Executive Vice President, Business and Technology Operations at Greater Bay Bancorp, a public bank holding company acquired by Wells Fargo, and from 1999 to 2006, he served in various capacities at Franklin Resources, Inc., an investment management organization, including as the Advisor to the Chief Executive Officer,Co-President and the Chief Information Officer. Mr. Gula began his financial services career with KeyCorp and held various leadership positions during his 17 years there, including Executive Vice President and Chairman and Chief Executive Officer of Key Services Corporation. |
| 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 CB&T, including Executive Vice President. |
| Kevin J. Howard was elected as Executive Vice President in March 2010 and Chief Credit Officer in September 2008. Mr. Howard served as Senior Vice President and Credit Manager of Synovus from 2004 until September 2008 and as Senior Vice President of commercial real estate, correspondent and affiliate lending from 2000 until 2004. Mr. Howard joined CB&T as Vice President in 1993. |
| Allan E. Kamensky was elected as Executive Vice President, General Counsel and Secretary in January 2014, effective February 10, 2014. Prior to that time, Mr. Kamensky was a partner in the law firm of Page, Scrantom, Sprouse, Tucker & Ford, P.C., or PSSTF, in Columbus, Georgia, where his practice focused on banking, lending and real estate law, commercial transactions, workouts, loan sales, banking litigation, bank regulatory matters and zoning. He practiced law at PSSTF for approximately 16 years. |
| Liliana C. McDaniel was elected as Chief Accounting Officer in July 2006. From 2001 until 2006, Ms. McDaniel was the Senior Vice President, Director of Financial Reporting at Synovus. From 1998 to 2001, she served as Synovus’ Vice President, Financial Reporting Manager. |
| Curtis J. Perry was elected as Executive Vice President and Chief Corporate Banking Officer in July 2014. Prior to that time and since July 2010, Mr. Perry served as the Chief Commercial Officer of Synovus. From 2006 until July 2010, Mr. Perry was an Executive Vice President at First Commercial Bank, one of our banking divisions. Prior to joining Synovus in 2006, Mr. Perry served in executive leadership at Wachovia Bank and SouthTrust Corporation. |
| (11) | J. Barton Singleton was elected as Executive Vice President and President, Synovus Financial Management Services in December 2007. Mr. Singleton joined Synovus in August 2005 and since that time, he has served in various capacities, including Senior Vice President and Manager of the investment banking and institutional brokerage groups. He was named President of Synovus Securities in February 2006. Prior to joining Synovus, Mr. Singleton spent 16 years at SouthTrust Securities. |
SYNOVUS FINANCIAL CORP.- 20162017 Proxy Statement 2325
STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
The following table sets forth ownership of shares of Synovus common stock by each director, each director nominee, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group as of December 31, 2015.2016.
| Name | Shares of Stock Beneficially | Percentage of Stock Beneficially | Restricted Stock Units(2) | Total | Shares of Common Stock Beneficially Owned(1) | Percentage of Outstanding Shares of Common Stock Beneficially Owned | Restricted Stock Units(2) | Total(2) | ||||||||||||||||||||||||
| Catherine A. Allen | 9,256 | (3) | * | 4,761 | 14,017 | 10,707 | (3) | * | 5,585 | 16,292 | ||||||||||||||||||||||
| Tim E. Bentsen | 1,499 | * | 3,751 | 5,250 | 4,967 | * | 5,585 | 10,552 | ||||||||||||||||||||||||
| Kevin S. Blair | — | * | 10,422 | 10,422 | ||||||||||||||||||||||||||||
| F. Dixon Brooke, Jr. | 57,830 | (4) | * | — | 57,830 | |||||||||||||||||||||||||||
| Stephen T. Butler | 912,102 | (4) | * | 4,761 | 916,863 | 907,540 | (5) | * | 5,585 | 913,125 | ||||||||||||||||||||||
| Elizabeth W. Camp | 19,349 | (5) | * | 4,761 | 24,110 | 20,847 | * | 5,585 | 26,432 | |||||||||||||||||||||||
| T. Michael Goodrich | 98,680 | (6) | * | 4,761 | 103,441 | 100,638 | (6) | * | 5,585 | 106,223 | ||||||||||||||||||||||
| Allen J. Gula, Jr. | 33,729 | * | 36,446 | 70,175 | 50,343 | * | 25,600 | 75,943 | ||||||||||||||||||||||||
| V. Nathaniel Hansford | 33,456 | (7) | * | 4,761 | 38,217 | |||||||||||||||||||||||||||
| Mark G. Holladay | 50,937 | * | 15,930 | 66,867 | ||||||||||||||||||||||||||||
| Allan E. Kamensky | 30,394 | (8) | * | 17,157 | 47,551 | 45,317 | (7) | * | 15,930 | 61,247 | ||||||||||||||||||||||
| Jerry W. Nix | 4,231 | * | 4,761 | 8,992 | 5,252 | * | 5,585 | 10,837 | ||||||||||||||||||||||||
| Harris Pastides | 3,391 | * | 3,751 | 7,142 | 4,189 | * | 5,585 | 9,774 | ||||||||||||||||||||||||
| Thomas J. Prescott | 111,858 | (9) | * | 40,960 | 152,818 | 70,293 | (8) | * | 10,974 | 81,267 | ||||||||||||||||||||||
| Joseph J. Prochaska, Jr. | 11,807 | (10) | * | 4,761 | 16,568 | 11,128 | (9) | * | 5,585 | 16,713 | ||||||||||||||||||||||
| J. Barton Singleton | 56,646 | * | 28,757 | 85,403 | ||||||||||||||||||||||||||||
| Kessel D. Stelling | 149,164 | (11) | * | 121,669 | 270,833 | 211,853 | (10) | * | 101,181 | 313,034 | ||||||||||||||||||||||
| Melvin T. Stith | 8,775 | (12) | * | 4,761 | 13,536 | 9,796 | (11) | * | 5,585 | 15,381 | ||||||||||||||||||||||
| Barry L. Storey | 28,027 | (13) | * | 4,761 | 32,788 | 28,865 | (12) | * | 5,585 | 34,450 | ||||||||||||||||||||||
| Philip W. Tomlinson | 18,184 | (14) | * | 4,761 | 22,945 | 20,344 | (13) | * | 5,585 | 25,929 | ||||||||||||||||||||||
| Directors and Executive Officers as a Group (23 persons) | 1,735,511 | 1.3% | 440,665 | 2,176,176 | ||||||||||||||||||||||||||||
| Directors and Executive Officers as a Group (24 persons) | 1,858,813 | 1.5% | 324,885 | 2,183,698 | ||||||||||||||||||||||||||||
| * | 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 |
| Name | Number of Options exercisable within 60 days | Number of RSUs vesting within 60 days | ||||||
| Allen J. Gula, Jr. | — | 5,135 | ||||||
| Allan E. Kamensky | — | 5,556 | ||||||
| Thomas J. Prescott | 54,197 | 6,619 | ||||||
| J. Barton Singleton | 17,858 | 4,115 | ||||||
| Kessel D. Stelling | — | 21,396 | ||||||
In addition, the executive officers other than our executive officers named in the Summary Compensation Table had rights to acquire an aggregate of 56,695 shares of Synovus stock within 60 days through the exercise of stock options and 21,123 shares of Synovus stock through restricted stock units that will vest within 60 days.
This column includes shares held by spouses, minor children, Individual Retirement Accounts (IRAs) and trusts as to which each such person has beneficial ownership. With respect to directors, this column also includes shares allocated to such director’s individual accounts under the Synovus 2011 Director Stock Purchase Plan; with respect to executive officers, this column includes shares allocated to such person’s individual accounts under the Synovus 2011 Employee Stock Purchase Plan, Synovus’ 401(k) savings plan and IRAs.
None of the shares of Synovus stock held by these other executive officers were pledged or otherwise held in a margin account.
| Name | Number of RSUs vesting within 60 days | |||
| Allen J. Gula, Jr. | 13,104 | |||
| Mark G. Holladay | 10,964 | |||
| Allan E. Kamensky | 12,414 | |||
| Thomas J. Prescott | 14,697 | |||
| Kessel D. Stelling | 55,596 | |||
| In addition, the executive officers other than our executive officers named in the Summary Compensation Table had rights to acquire an aggregate of 22,142 shares of Synovus stock within 60 days through the exercise of stock options and 56,133 shares of Synovus stock through restricted stock units that will vest within 60 days. |
| This column includes shares held by spouses, minor children, Individual Retirement Accounts (IRAs) and trusts as to which each such person has beneficial ownership. With respect to directors, this column also includes shares allocated to such director’s individual accounts under the Synovus 2011 Director Stock Purchase Plan; with respect to executive officers, this column includes shares allocated to such person’s individual accounts under the Synovus 2011 Employee Stock Purchase Plan, Synovus’ 401(k) savings plan and IRAs. |
| None of the shares of Synovus stock held by these other executive officers were pledged or otherwise held in a margin account. |
| (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 senior management with shareholder interests. These restricted stock units are in the form of restricted stock units, MRSUs 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) | In addition, Ms. Allen beneficially owns 1,600 shares of Synovus’ Fixed-to- Floating RateNon-Cumulative Perpetual Preferred Stock, Series C, or Preferred Stock. |
| (4) | Includes 7,668 shares held by his spouse. |
| (5) | Includes 56,857 shares held in a family partnership in which his spouse has shared investment and voting powers, |
| 26 | - 2017 Proxy Statement |
STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
| (6) | Includes 2,182 shares held in trust in which Mr. Goodrich acts as the trustee with shared investment and voting powers but as to which Mr. Goodrich’s daughter is the sole beneficiary. In addition, Mr. Goodrich beneficially owns 2,000 shares of Preferred Stock. |
| (7) |
STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
| Includes 5,753 shares held by his spouse and 1,110 shares by his minor children. |
| Includes |
| Includes 4,300 shares held in an IRA account. In addition, Mr. Prochaska beneficially owns 1,000 shares of Preferred Stock. |
| Includes 49,966 shares held in trust in which Mr. Stelling has sole investment and voting powers and 11 shares in his 401(k) savings plan account. Includes 1,573 shares held in trust in which Mr. Stelling acts as the trustee with sole investment and voting powers but as to which Mr. Stelling’s sibling is the sole beneficiary. In addition, Mr. Stelling beneficially owns 2,000 shares of Preferred Stock. |
| Includes 24 shares held jointly by his spouse and his child. |
| Includes |
| Includes |
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 25
The following table sets forth the number of shares of Synovus common stock held by the only known holders of more than 5% of the outstanding shares of Synovus common stock as of December 31, 2015.2016.
| Name and Address of Beneficial Owner | Shares of Synovus Stock Beneficially Owned as of 12/31/ | Percentage of Outstanding Shares of Synovus Stock Beneficially Owned as of 12/31/ | ||||||
| ||||||||
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvem, Pennsylvania 19355 | ||||||||
BlackRock, Inc. 40 East 52nd Street New York, NY 10022 | 9,848,198 | (3) | 8.1% | |||||
| (1) | The ownership percentages set forth in this column are based on Synovus’ issued and outstanding shares as of December 31, |
| (2) | This information is based upon information included in a Schedule 13G filed with the SEC on February 10, |
| (3) | ||
- 2017 Proxy Statement 27
The Audit Committee of the Board of Directors is comprised of four directors, each of whom the Board has determined to be an independent director as defined by the listing standards of the NYSE and the categorical standards of independence set by the Board. The duties of the Audit Committee are summarized in this Proxy Statement under “Corporate Governance and Board Matters — Committees of the Board” beginning on page 10 and are more fully described in the Audit Committee charter adopted by the Board of Directors. A copy of the Audit Committee charter is available in the Corporate Governance section of our website at investor.synovus.com.
One of the Audit Committee’s primary responsibilities is to assist the Board in its oversight responsibility regarding the integrity of Synovus’ financial statements and systems of internal controls. Management is responsible for Synovus’ accounting and financial reporting processes, the establishment and effectiveness of internal controls and the preparation and integrity of Synovus’ consolidated financial statements. KPMG LLP, Synovus’ independent auditor, is responsible for performing an independent audit of Synovus’ consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing opinions on whether those financial statements are presented fairly in conformity with accounting principles generally accepted in the United States and on the effectiveness of Synovus’ internal control over financial reporting. The Audit Committee is directly responsible for the compensation, appointment and oversight of KPMG LLP. The function of the Audit Committee is not to duplicate the activities of management or the independent auditor, but to monitor and oversee Synovus’ financial reporting process.
In discharging its responsibilities regarding the financial reporting process, the Audit Committee:
Reviewed and discussed with management and KPMG LLP Synovus’ audited consolidated financial statements as of and for the year ended December 31, 2015,2016 and related information, includingnon-GAAP financial information, and other disclosures included in Synovus’ earnings releases and quarterly and annual reports on Form10-Q and Form10-K prior to filing with the Securities and Exchange Commission;
|
| • | Discussed with KPMG LLP the matters required to be discussed by PCAOB Auditing Standard No. 1301,Communications with Audit Committees; |
Received from KPMG LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP their independence; and
Considered whether KPMG LLP’s provision ofnon-audit services to the Company is compatible with KPMG LLP’s independence and concluded that KPMG LLP is independent from Synovus and its management.
The Audit Committee has discussed with Synovus’ internal auditors and KPMG LLP the overall scope and plans for their respective audits. The Audit Committee regularly meets with Synovus’ internal auditors and KPMG, with and without management present, to discuss the results of their examinations and their observations and recommendations regarding Synovus’ internal controls.
Based upon the review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in Synovus’ Annual Report on Form10-K for the year ended December 31, 20152016 filed with the Securities and Exchange Commission.
The Audit Committee
Tim E. Bentsen, Chair
Elizabeth W. Camp
Jerry W. Nix
Joseph J. Prochaska, Jr.
KPMG LLP Fees and Services
The following table presents fees for professional audit services rendered by KPMG LLP for the audit of Synovus’ annual consolidated financial statements for the years ended December 31, 20152016 and December 31, 20142015 and fees billed for other services rendered by KPMG during those periods.
| 2015 | 2014 | 2016 | �� | 2015 | ||||||||||||
| Audit Fees(1) | $ | 2,949,555 | $ | 2,500,000 | $ | 2,557,040 | $ | 2,949,555 | ||||||||
| Audit Related Fees(2) | 260,403 | 275,005 | 267,079 | 260,403 | ||||||||||||
| Tax Fees(3) | 269,074 | 249,130 | 188,856 | 269,074 | ||||||||||||
| All Other Fees | — | — | 77,000 | — | ||||||||||||
| TOTAL | $ | 3,479,032 | $ | 3,024,135 | $ | 3,089,975 | $ | 3,479,032 | ||||||||
| 28 | - 2017 Proxy Statement |
AUDIT COMMITTEE REPORT
| (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 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 for 2016 consisted principally of fees for advisory services related to information technology project management. |
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 27
AUDIT COMMITTEE REPORT
Policy on Audit CommitteePre-Approval
The Audit Committee has the responsibility for appointing, setting the compensation for and overseeing the work of Synovus’ independent auditor. In recognition of this responsibility, the Audit Committee has established a policy topre-approve all audit and permissiblenon-audit services provided by the independent auditor in order to assure that the provision of these services does not impair the independent auditor’s independence. Synovus’ Audit CommitteePre-Approval Policy addresses services included within the four categories of audit and permissiblenon-audit services, which include Audit Services, Audit Related Services, Tax Services and All Other Services.
The Audit Committee uses a combination of two approaches topre-approve audit and permittednon-audit services performed by the independent auditor: classpre-approval and specificpre-approval. The annual audit services engagement terms and fees are subject to the specificpre-approval of the Audit Committee. In addition, the Audit Committee must specifically approve permissiblenon-audit services classified as All Other Services.
Prior to engagement, management submits to the Committee for approval a detailed list of the Audit Services, Audit Related Services and Tax Services that it recommends the Committee engage the
independent auditor to provide for the fiscal year. Each service is allocated to the appropriate category and where specificpre-approval is required, the specific service is accompanied by a budget estimating the cost of that service. The Committee will, if appropriate, approve both the list of Audit Services, Audit Related Services and Tax Services, the classification of the service and where specificpre-approval is required, the budget for such services.
The Committee is informed at each Committee meeting as to the services actually provided by the independent auditor pursuant to thePre-Approval Policy. Any proposed service that is not separately listed in thePre-Approval Policy or any service exceeding thepre-approved fee levels must be specificallypre-approved by the Committee. The Audit Committee has delegatedpre-approval authority (on engagements not exceeding $100,000) to the Chairman of the Audit Committee. The Chairman must report anypre-approval decisions made by him to the Committee at its next scheduled meeting.
All of the services described in the table above under the captions “Audit Fees,” “Audit Related Fees,” “Tax Fees” and “All Other Fees” were approved by the Committee pursuant to legal requirements and the Committee’s Charter andPre-Approval Policy.
- 2017 Proxy Statement 29
Compensation Discussion and Analysis
CD&A Overview
The following Compensation Discussion and Analysis, or CD&A, describes our compensation program for our named executive officers, who are listed in the table below:
| Name | Title | |
| Kessel D. Stelling | Chairman, Chief Executive Officer and President | |
| Kevin S. Blair | Executive Vice President and Chief Financial Officer | |
| Thomas J. Prescott | Former Executive Vice President and Chief Financial Officer | |
| Allen J. Gula, Jr. | Executive Vice President and Chief Operations Officer | |
| Allan E. Kamensky | Executive Vice President, General Counsel and Secretary | |
| Executive Vice President and |
Specifically, the CD&A addresses:
how our 20152016 performance aligns with our 20152016 compensation (set forth in the section entitled “Executive Summary”);
each element of compensation and our “mix” of compensation for 20152016 (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 do not have employment agreements — 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 Process,Policies, Compensation PoliciesProcess and Risk Considerations”).
For additional information about the Compensation Committee and its charter, its processes and procedures for administering executive compensation, the role of compensation consultants and other governance information, please see “Corporate Governance and Board Matters — Committees—Committees of the Board — Board—Compensation Committee” on page 10 of this Proxy Statement.
WHAT WE DO
 | ||
| ✓ | Pay for | |
| | Mitigate Risk in Incentive | |
| | Require Share Ownership and Retention of Shares until | |
| | Review Tally | |
| | Provide Reasonable “Double Trigger” Change in Control | |
| | Retain an Independent Compensation | |
| | Maintain Clawback | |
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 29
EXECUTIVE COMPENSATION
WHAT WE DON’T DO
 | ||
| × | No Employment | |
| | No Option | |
| | No Hedging of Synovus Equity Securities by Executive Officers and | |
| | No Pledging of Synovus Equity Securities by Executive Officers and | |
| 30 | - 2017 Proxy Statement |
EXECUTIVE COMPENSATION
Executive Summary
Synovus’ 20152016 financial results reflectedreflect another year of strong performance with double digit growth in net income and balanced loan growth supported by strong core deposits.performance.
2015Synovus 2016 Financial Performance
Our key achievements in 20152016 include the following:
| • | Earnings growth—Net income available to common shareholders for |
| • |
|
| • | Loan growth—Loan growth was solid in 2016, as we continued to diversify and optimize our portfolio. With continued momentum in all of our lines of business, total loans outstanding were $23.86 billion at the end of 2016, up 6.4 percent from $22.43 billion atyear-end 2015. |
| • | Deposit growth—Total average deposits increased |
| • | Continued broad-based improvement in credit quality— |
|
| • | Maintained a disciplined approach to expense management—Total |
| • | Our capital base remained strong while we continued to |
For moreadditional information regardingrelating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2016, 2015 financial performance and for a reconciliation of any non-GAAP financial measures,2014, please refer to the full discussion of Synovus’ financial results of operations for 2015 in our 20152016 Annual Report that accompanies this Proxy Statement.
*For a reconciliation of the foregoingnon-GAAP financial measures, including average core transaction deposit accounts, adjustednon-interest expense and adjusted efficiency ratio, please refer toAppendix C of this Proxy Statement.
20152016 Compensation
The compensation of executives in 20152016 reflects Synovus’ performance and our executive compensation program (established in 2014 following our exit from TARP) which reflects our pay for performance philosophy. For example:
Total Direct Compensation Pay Mix
CEO TARGET TOTAL DIRECT COMPENSATION | OTHER NEOs TARGET TOTAL DIRECT COMPENSATION |
- 2017 Proxy Statement 31
EXECUTIVE COMPENSATION
Base Salaries
TheIn 2016, the Chief Executive Officer received a 1.6% cash base salary increase and Synovus’ other named executive officers (with one exception, as more fully described below)(except for our former and new CFO) received 3% cash base salary increases. The 3% base salary increases were consistent with the base salary increases for other team members.
We eliminated salary stock unit awards to executive officers as we completed the transition to a post-TARP executive compensation program.
EXECUTIVE COMPENSATION
Short-Term Incentives
OurWe continued to offer a cash-based annual incentive plan which was reintroduced in 2014, was continued in 2015. Short-term incentive award opportunities were increased from 2014 as we completed the transition to our current program. For 2015, the formulaic component of2016. Consistent with prior years, our annual incentive was based 50% on core earnings, 25% on loan growth and 25% on growthplan included formulaic performance goals as well as several qualitative factors that may result in core deposits,discretionary adjustments. Target awards for 2016, expressed as defined. The Compensation Committee also evaluates several discretionary factors in determining the final payout. The actual payment could range from 0% to 150%a percentage of the targetbase salary, were 100% for Kessel D. Stelling, 75% for Kevin S. Blair, 70% for each executive based upon Synovus’ performance relative to the formulaic measuresof Thomas J. Prescott and the discretionary factors.
|
The following chart summarizes the provisions of our short-term award incentive plan:
Form of Award | Payout Formula Measures |
|
Adjustment Factors | Payout Range | ||||
| Cash | Core Earnings (50%) Loan Growth (25%) Growth in Core Deposits (25%) |
| 0% to 150% of Target |
Long-Term Incentives
Our long-term incentive program for executive officers is comprised of two equity vehicles which link our executive’sexecutives’ compensation to performance results: performance stock units awards, or PSUs, and MRSUs.
The PSUs have both a performance vesting component (based upon our weighted average ROAA over a three-year performance period, as defined) and a service vesting component (100% after three years of service). The PSUs will only vest if the three-year weighted average ROAA meetsmarket restricted stock units awards, or exceeds the performance criteria established by the Compensation Committee, which are based upon Synovus’ strategic plan objectives. The actual payout of the PSUs can range from 0% to 150% of the target amount based upon the performance results.
MRSUs have a service-based vesting component, vesting one-third annually over a three-year period. In addition, the MRSUs feature performance criteria such that the number of MRSUs that vest each year will be adjusted upward or downward by up to 25% based upon Synovus’ total shareholder return during the year.
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.
MRSUs. The following chart summarizes the key provisions of our long-term incentive program:
Form of Award | Vesting | Payout Formula Measures | Payout Range | |||
Performance Stock Units (50% of award value) | 100% after 3 years | Weighted Return on Average Assets (as adjusted) (possible downward discretionary adjustment based upon risk | 0% to 150% of Award Amount | |||
Market Restricted Stock Units (50% of award value) | 1/3 per year over 3 years (33 1/3% per year) | Total Shareholder Return (possible downward discretionary adjustment based upon risk | 75% to 125% of Award Amount |
We believe that the compensation delivered to each named executive officer in 20152016 was fair and reasonable.
Results of 20142015 Advisory Vote to Approve Executive Compensation
At the 20152016 annual meeting of shareholders, we held an advisory vote on executive compensation for 2014.2015. Over 96% of the votes cast were in favor of this advisory proposal. The Compensation Committee considered this favorable outcome and believed the outcomeresults conveyed our shareholders’ support of our executive compensation programs and did not make any specific changes to our executive compensation
programs as a result of this vote. At the Annual Meeting, we will again hold an annual advisory vote to approve executive compensation paid in 2015.2016. The Compensation Committee will continue to consider the results from this year’s and future advisory votes on executive compensation.
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 31
| 32 | - 2017 Proxy Statement |
EXECUTIVE COMPENSATION
Compensation Philosophy and Key Considerations
Synovus has established a compensation program for our executives that is performance-oriented and designed to support our strategic goals. Our compensation philosophy, as well as how our program aligns with the philosophy, is described in the table below.
| 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.
| |
Emphasis on Performance: •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 with growth in loans and deposits, while performance shares are based on increasing ROAA performance. •Long-term incentives also reward shareholder value creation by providing all awards in equity and varying payouts of MRSUs based on shareholder return. | |
| Alignment with Long-Term | •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. •Corporate governance guidelines prohibit hedges and pledges of our stock by directors and executive officers. | |
| Discourage Excessive | •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. |
- 2017 Proxy Statement 33
EXECUTIVE COMPENSATION
Elements and Mix of Compensation for Past Fiscal Year
Synovus has a performance-oriented executive compensation program that is designed to support our corporate strategic goals, including growth in earnings and growth in shareholder value. The elements of our regular total compensation program and the objectives of each element are identified in the following table and discussed in more detail below:
| 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 | ||
| Short-Term Incentives | •Provide an incentive for executives to meet critical annual goals that support our long-term strategy. •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. •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. | We granted PSUs and MRSUs in | ||
| Perquisites | •Small component of pay intended to provide an economic benefit to executives to promote their attraction and retention. •Align our compensation plan with competitive practices. | Perquisites in | ||
| Retirement Plans | Defined contribution plans designed to provide income following an executive’s retirement, combined with a deferred compensation plan to replace benefits lost under Synovus’ qualified plans. | Plans offered include a profit sharing plan, a 401(k) savings plan and a deferred compensation plan. | ||
| 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 2 years), agreements provide for three times the executive’s base salary and bonus. As of June 2012, the Compensation Committee has committed that any new change of control agreements will not permit excise tax gross- ups. |
Base Pay
To ensure that base salaries are competitive, Synovus’ historical pay philosophy has been to targettargets base pay atwithin a range of the median (the 50th percentile) of the composite of themarket data (derived from Peer Company data and the external market survey data,data), based on similarly situated positions and each executive’s position and job responsibilities.
The Committee views market data as one input when evaluating executive base salaries. Subjective evaluation of individual performance
can also affect base pay. Comparison of an executive’s base salary to the base salaries of other Synovus executives may also be a factor in establishing base salaries, especially with respect to positions for which there is no clear market match in the comparative data. Generally, large increases in base pay occur only when an executive is promoted into a new position or when needed to bring salaries more in line with market data.
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 33
| 34 | - 2017 Proxy Statement |
EXECUTIVE COMPENSATION
Base Pay Decisions in 20152016
After reviewing market comparisons for similarly-situated positions in 2016, the Committee awarded a 1.6% base salary increase for Mr. Stelling and 3% base salary increases (rounded up to the nearest $250) for the Chief Executive Officer and for Synovus’ other named executive officers (except for Messrs. Blair and Prescott), effective July 20, 2016. Mr. Singleton) in 2015. Mr. Singleton received twoBlair did not receive a base salary increasesincrease in 2016 because he was named as Executive Vice President and Chief Financial Officer in August of 11% and 5%, respectively,2016. Mr. Blair’s initial base salary was determined by the Committee after reviewing market comparisons for his position. Mr. Prescott did not receive a base salary increase in 2015 in order to bring2016 because he had previously announced his salary more in line with market data.upcoming retirement. While the Committee recognized that some cash salaries were below the market median, base salary increases were generally limited to 3% to remain consistent with the base salary percentage increases
received by other team members at Synovus. As a result, individual performance was not a factor used in determining base pay for Synovus’ named executive officers in 2015.2016.
We eliminated salary stock unit awards in 2015 as we completed our transition to our executive compensation program. The value previously delivered through salary stock was added to our short-term incentive award opportunities as described below.
Short-Term Incentives
Our executive compensation historically includedincludes cash-based award incentive compensation earned throughbased on annual performance. We provide short-term incentive compensation opportunities in order to provide an incentive for our executives to meet critical award goals that support our
long-term strategy, to promote pay for performance, and to ensure a competitive program given the prevalence of short-term incentive compensation in the market place.
Short-Term Incentive Decisions in 20152016
We reintroduced a cash-based annual incentive plan in 2014. We continuedIn 2016, the plan in 2015 as we completed the transition to our executive compensation program, increasing short-term incentive award opportunities and eliminating salary stock unit awards. Theformulaic performance goals for theour cash-based short-term incentive plan for 2015 were based 50% on core earnings, 25% on loan growth and 25% on growth in core deposits, as defined.deposits. In addition, the Committee has the discretion to adjust awards basedalso reviews performance on several qualitative factors, including: quality of earnings, quality of loan growth (including consideration of concentration limits), quality of deposit growth, expense management (including consideration ofnon-interest expenses and efficiency ratio), credit quality, expense management, qualityfinancial impact of earnings,
strategic investments, external factors (including impact of actual Federal Reserve rate increases vs. budget assumptions), regulatory compliance, risk management, total shareholder return and individual performance. Actual payouts under the plan can vary from 0% to 150% of the target based upon Synovus and each executive’s performance in these areas compared to the performance goals. Target awards for 2015,2016, expressed as a percentage of base salary, were 100% for Mr. Stelling, 75% for Mr. Blair, 70% for each of Messrs. Prescott and Gula and 60% for each of Messrs. Kamensky and Singleton.
Holladay.
The following chart summarizes the performance goals in each category for threshold, target and maximum payouts as well as the actual performance:
| Weight | Threshold | Target | Maximum | Actual | Percent of Target | Weighted Results | ||||||||||||||||||||||
| Core Earnings | 50% | $167M | $ | 209M | $251M | $ | 215.85M | 108.15% | 54.07% | |||||||||||||||||||
| Loan Growth | 25% | 3% | 5% | 7% | 6.31% | 132.75% | 33.19% | |||||||||||||||||||||
| Growth in Core Deposits | 25% | 3% | 5% | 7% | 13.34% | 150.00% | 37.50% | |||||||||||||||||||||
|
| |||||||||||||||||||||||||||
| 124.76% | ||||||||||||||||||||||||||||
| Weight | Threshold | Target | Maximum | Actual | Percent of Target | Weighted Results | ||||||||||||||||||||||
| Core Earnings1 | 50% | $ | 200M | $ | 250M | $ | 300M | $ | 247.3M | 97.28% | 48.64% | |||||||||||||||||
| Loan Growth | 25% | 3% | 5% | 7% | 6.36% | 134.00% | 33.50% | |||||||||||||||||||||
| Growth in Core Deposits1 | 25% | 5.5% | 7.5% | 10% | 7.36% | 96.5% | 24.13% | |||||||||||||||||||||
| 106.27% | ||||||||||||||||||||||||||||
| (1) | Core earnings excludesnon-recurring items and certain items that are not indicative of ongoing operations, while growth in core deposits is computed on an average basis and excludes state, county and municipal deposits and brokered deposits. For a reconciliation of core earnings and core deposits to GAAP measures, please refer toAppendix C of this Proxy Statement. |
The Committee considered each of the following discretionary factors listed above prior to awarding annual incentives. With respectincentives:
| • | Credit Quality—We continued to show improvement in credit quality, withnon-performing assets declining 18.4% from 2015 to $176 million. In addition, thenon-performing asset ratio ended the year at 0.74%, down 22 basis points from a year ago, and thenet-charge off ratio was 0.12% compared to 0.13% in 2015. |
| • | Expense Management—We had positive operating leverage, as revenues increased 7%, whilenon-interest expense only increased 5%. In addition, we made progress toward our target adjusted efficiency ratio, with an adjusted efficiency ratio* of 61.06% for 2016, an improvement of 87 basis points from 2015. The results reflect continued discipline in expense management while investing in talent, technology, and branding. |
| • | Quality of Earnings—The quality of earnings was scored as high based on the sustainability of earnings, minimal impact ofnon-recurring items, and the factors that drove earnings, including balanced loan growth, favorable credit quality trends, modest fee income gains and expense management. |
| • | Quality of Loan Growth—Loans grew by $1.4 billion or 6.4%, with pass rated loans growing by 7.5% and criticized/classified loans decreasing by 20.8%. CRE loans declined to below 31% of total loans, while C&I and retail loans increased to 48.4% and 20.8%, respectively, of total loans. |
| • | Quality of Deposits—Total average deposits grew $1.33 billion or 5.9%, while total average core deposits* grew 7.4%. The effective cost of core deposits declined to 0.25% in 2016 from 0.27% in 2015. |
| • | Risk Management/Regulatory Compliance—The 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’sone-year total shareholder return was 28.8%, which was in the 28th percentile of peer companies, while the3-year total shareholder return was 69.9%, which was in the 89th percentile of peer companies. Our5-year total shareholder return of 347.4% was highest among our peers. |
| • | Performance Evaluations—The Committee also reviewed individual performance as reflected in performance evaluations. |
*For a reconciliation of the foregoingnon-GAAP financial measures to credit quality, the credit metrics showed continued broad-based improvement. Total credit costs declined 24.0% from 2014most comparable GAAP measure, including adjusted efficiency ratio and total average core deposits, please refer to $50.7 million; the non-performing assets ratio declined 39 b.p.s to 0.96%, and the net charge off ratio declined 26 b.p.s to 0.13% for 2015. With respect to expense management, adjusted non-interest expense was $677.9 million for 2015, showing only slight increases over reported adjusted non-interest expensesAppendix C of $675.7 million in 2014, and $670.5 million in 2013. The results reflect continued focus on controlling expenses while investing in talent, technology, and branding. The quality of earnings was scored as high based on the sustainability of earnings and the factors that drove earnings, including balanced loan growth, credit quality improvement, fee income growth and expense management. The Committee also reviewed the Company’s risk management scorecard, which reflected that the Company’s operations were within approved guidelines, as wellthis Proxy Statement.
as the Company’s regulatory compliance scorecard. The Company’s one-year total shareholder return was 21%, which was in the 94th percentile of peer companies, while the 3-year total shareholder return was 96%, the highest among peer companies. The Committee also reviewed individual performance as reflected in performance evaluations.
- 2017 Proxy Statement 35
EXECUTIVE COMPENSATION
Based on the results of the performance goals and consideration of the discretionary factors described above, including strong individual performance as reflected in his performance evaluation, the Committee approved an annual incentive award payout of 124.76%110% of target for Mr. StellingStelling. Based on the results of the performance goals and consideration of the discretionary factors listed above, the Committee approved payouts ranging from 120%100% to 129%106.27% of target for each of the Company’s other named executive officers. The annual short-term incentive award payout amount for each named executive officer is set forth in the “Non-Equity“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table set forth on page 40 of this Proxy Statement.
EXECUTIVE COMPENSATIONOne-TimeSign-on
Long-Term Incentives
Our executive compensation program has historically includedincludes long-term incentive compensation earned through performance. We provided long-term incentive compensation opportunities in order to provide an incentive for our executives to provide exceptional shareholder return to Synovus’ shareholders to align the interests of executives with
shareholders by awarding executives equity in Synovus, and to ensure a competitive compensation program given the market prevalence of long-term incentive compensation. Our long-term incentive awards also included a vesting schedule designed to retain our executives.
Long-Term Incentive Decisions in 20152016
In 2015,2016, we granted long-term incentives through a combination of 50% PSUs and 50% MRSUs. This represented an increase in the focus on the PSUs relative to 2014, when they comprised 40% of the long-term incentives. All of our long-term incentive awards are linked to Synovus’ future performance. Individual long-term incentive award amounts were determined after the Committee reviewed market comparisons for similarly-situated positions. Based upon market comparisons, the Committee granted Mr. Stelling and the Company’s other named executive officers (excluding Messrs. Blair and Prescott) long-term incentive awards for 2016. The long-term incentive awards made to Synovus’ named executive officers in 2016 are set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards Table on page of this Proxy Statement. Mr. Prescott did not receive a long-term incentive award grant in 2016 because he had previously announced his upcoming retirement. Mr. Blair’s MRSU grant was awarded in connection with his hire and was designed to partially compensate him for incentives forfeited from his former employer.
Performance Stock Units (PSUs)
The PSUs have both a performance vesting requirement and a service vesting component. Under the performance vesting component, Synovus’ weighted average ROAA (as adjusted) is measured over a three-year performance period. The performance formulagoal approved by the Committee is based upon the Company’s objectives under its strategic plan. The actual payout of the PSUs can range from 0% to 150% of the target amount based upon Synovus’ weighted average ROAA (as adjusted) during the performance period compared to the performance formula approved by the Compensation Committee. The service vesting component
specifies that shares earned based on performance results will vest after three additional years of service.
Payout for 2014-2016 PSUs. The following charts show the calculation of the payout for the PSUs granted in 2014, which paid out at 99.21% of target on January 31, 2017 based on a weighted average ROAA (as adjusted) of 0.839% for the 2014-2016 performance period:
ROAA (as adjusted) Performance Calculation
| Year | Weighting | Return on Assets | ||||||
| 2014 | 25% | 0.810% | ||||||
| 2015 | 25% | 0.820% | ||||||
| 2016 | 50% | 0.863% | ||||||
| 3-Year Weighted Average ROAA (as adjusted) | 0.839% | |||||||
| (1) | Return on Average Assets (as adjusted) excludesnon-recurring items and certain other items that are not indicative of ongoing operations. For a reconciliation of ROAA to GAAP, please refer toAppendix C of this Proxy Statement. |
Performance Goals and Payout Calculation
| Threshold | Target | Maximum | Actual | |||||||||||||
| Performance Criteria3-Year ROAA (as adjusted) | 0.715% | 0.841% | 0.965% | 0.839% | ||||||||||||
| Payout (as a Percentage of Target) | 50% | 100% | 150% | 99.21% | ||||||||||||
| 36 | - 2017 Proxy Statement |
EXECUTIVE COMPENSATION
Market Restricted Stock Units (MRSUs)
The MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier. Under the service-based vesting component, the MRSUs vestone-third each year over a three-year period subject to each executive’s continued employment with Synovus. Under the Total Shareholder Return Multiplier, the “target” amount of MRSUs which vest each year will be adjusted upward or downward up to 25% based upon Synovus’ total shareholder return during each year. MRSUs align executives’ interests directly with shareholders while supporting retention, and were granted in lieu of including any time-based restricted stock in our executive compensation program. The following chart shows the actual payout amounts for previously-granted MRSUs that have vested:
| Grant Date | Vesting Date/ Percent | Total Shareholder Return (TSR) | Payout Percentage (based upon TSR) | |||||||||
12/11/2013 | 12/11/2014 (33 1 | +11.2% | 111.2% | |||||||||
| 12/11/2015 (33 1 | +27.6% | 125.0% | ||||||||||
| 12/11/2016 (33 1 | ||||||||||||
| 120.8% | |||||||||||
| 1/31/2014 | 1/31/2015 (33 1 | +3.7% | 103.7% | |||||||||
| 1/31/2016 (33 1 | +18.1% | 118.1% | ||||||||||
| 1/31/2017 (33 1 | ||||||||||||
| 125% | |||||||||||
| 2/19/2015 | 2/19/2016 (33 1 | +7.6% | 107.6% | |||||||||
| 2/19/2017 (33 1 | TBD | TBD | ||||||||||
| 2/19/2018 (33 1 | TBD | TBD | ||||||||||
| 2/11/2016 | 2/11/2017 (33 1⁄3%) | +45.8% | 125% | |||||||||
| 2/11/2018 (33 1⁄3%) | TBD | TBD | ||||||||||
| 2/11/2019 (33 1⁄3%) | TBD | TBD | ||||||||||
Both the PSUs and MRSUs are subject to downward adjustment if future results suggest risk was not properly considered in achieving the results on which the number of units awarded were based. The Compensation Committee will consider if reductions are warranted if any of the following occur during the vesting period: Synovus or a line of business experiences a material loss, Synovus or an individual executive fails to comply with risk policies or properly address risk concerns, or if regulatory capital falls below regulatory capital requirements.
Individual long-term incentive award amounts were determined after The Committee did not exercise downward discretion with respect to the Committee reviewed market comparisons for similarly-situated positions. Because target long-term incentive award opportunities were below market, Mr. Stelling and the Company’s other named executive officers received increases in their long-term incentive award amounts for 2015. The long-term incentive awards made to Synovus’ named executive officers in 2015 are set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards Table on page 41 of this Proxy Statement.
PSUs or MRSUs that vested during 2016.
Perquisites
Perquisites, which are not tied to performance, are a small part of our executive compensation program. Perquisites are offered to align our compensation program with competitive practices because similar positions at Synovus’ competitors offer similar perquisites. The perquisites offered by Synovus in 20152016 were limited to the payment of club dues, executive life insurance, financial planning, an auto allowance and security alarm monitoring for certain officers. In addition, perquisites included transportation services and a housing allowance for Mr. Stelling.Stelling and relocation assistance for Mr. Blair. The Company’s incremental cost of providing these benefits is included as “All Other Compensation” in the Summary Compensation
Table and is described in more detail in footnotes 45 and 56 of the Summary Compensation Table on page 40 of this Proxy Statement. Considered both individually and in the aggregate, we believe that the perquisites we offer to our named executive officers are reasonable and appropriate.
The Committee suspended the personal use of aircraft by the Company’s executives in 2009, although the Committee can approve exceptions to that policy. No exceptions were approved during 2015.
2016.
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 35
EXECUTIVE COMPENSATION
Retirement and Deferred Compensation Plans
Our compensation program also includes retirement plans designed to provide income following an executive’s retirement. Synovus’ compensation program is designed to reflect Synovus’ philosophy that compensation generally should be earned while actively employed. Although retirement benefits are paid following an executive’s retirement, the benefits are earned while employed. We have chosen to use defined contribution retirement plans because we believe that defined benefit plans are difficult to understand and communicate, and contributions to defined benefit plans often depend upon factors that are beyond Synovus’ control, such as the earnings performance of the assets in such plans compared to actuarial assumptions inherent in such plans. Synovus offered two qualified defined contribution retirement plans to its employees in 2015:2016: a profit sharing plan and a 401(k) savings plan.
The 401(k) savings plan offers an employer matching contribution of up to 4% of compensation. In addition, there is an opportunity under the profit sharing plan for discretionary employer contributions based upon profitability. Based upon Synovus’ performance for 2015, Synovus’ named executive officers did not receive an employer discretionary contribution under the profit sharing plan.
In addition to these plans, the Deferred Compensation Plan, or the Deferred Plan, replaces benefits foregone under the qualified plans due to legal limits imposed by the Internal Revenue Service, or IRS. The Deferred Plan does not provide “above market” interest. Instead,
participants in the Deferred Plan can choose to invest their accounts among mutual funds that are the same as the mutual funds that are offered in the 401(k) savings plan. The executives’ Deferred Plan accounts are held in a rabbi trust, which is subject to claims by Synovus’ creditors. The employer matching contribution to the Deferred Plan for 20152016 for named executive officers is set forth in the “All Other Compensation” column in the Summary Compensation Table, and the earnings on the Deferred Plan accounts during 20152016 for named executive officers is set forth in the “Aggregate Earnings
- 2017 Proxy Statement 37
EXECUTIVE COMPENSATION
in Last FY” column in the Nonqualified Deferred Compensation Table. Mr. Stelling also participates in a deferred compensation plan entered into with Riverside Bank, or the Riverside Plan, prior to Riverside Bank’s acquisition by Synovus. The obligations under the Riverside Plan, which was initially effective January 1, 2003, were assumed by Synovus Bank when Synovus consolidated its banking charters in 2010. Under the Riverside Plan, the beginning benefit amount specified in the plan is increased by 3% for each year of service attained by Mr. Stelling. The total benefit amount under the Riverside Plan is payable to Mr. Stelling in monthly payments over a period of 15 years following his attainment of age 65 or in a single lump sum payment in the event of his death or disability. The total benefit amount under the Riverside Plan as of December 31, 20152016 is included in Mr. Stelling’s balance in the Nonqualified Deferred Compensation Table and Synovus’ contribution to the Riverside Plan for 20152016 is included in the “All Other Compensation” column in the Summary Compensation Table.
Employment and Termination Agreements
Synovus does not generally enter into employment agreements with its executives, except in unusual circumstances such as acquisitions. None of the named executive officers have employment agreements. Synovus uses change of control arrangements with its executives to ensure: (1) the retention of executives and an orderly transition during a change of control, (2) that executives would be financially protected in the event of a change of control so they continue to act in the best interests of Synovus while continuing to manage Synovus during a change of control, and (3) a competitive compensation package because such arrangements are common in the market and it was determined that such agreements were important in recruiting executive talent. The
change of control agreements provide for a lump sum payment equal to three years of base salary and the affected executive’s average bonus for the past three years, as well as three years of health and welfare benefits. These payments and benefits are paid only in the event of a “double trigger,” requiring a change of control followed by termination of an executive’s employment by Synovus for any reason other than “cause,” death or disability, or by the executive for “good reason,” within two years of the change of control. In June of 2012, the Committee adopted a policy prohibiting taxgross-ups from any new change of control agreements.
EXECUTIVE COMPENSATION
Competitive Market Data
The Compensation Committee historically has evaluated comparative data relating to total direct compensation (salary, short-term incentive opportunities, and long-term incentive opportunities) to assess the executive compensation practices of competitor companies. The Committee continued this practice in 2015,2016, with the assistance of Meridian. Findings from this comparative evaluation were used to assist the Committee in establishing the compensation opportunities for executives in 2015.2016.
The Committee continued to use a peer group of 18 banks as part of its evaluation. The peer group consists of nineeight banks with higher assets
and nineten banks with lower assets than Synovus, and does not include any banks with more than three times Synovus’ assets. As part of its evaluation of market practices, the Committee reviewed the most recent proxy data available for the banks listed below, as well as data appropriate to our industry and company size from external market surveys. When reviewing this data, the Committee focused on total direct compensation opportunities, not necessarily the amount of compensation actually paid, which varies depending upon each companies’ performance results.
| Associated Banc-Corp. | ||
| BOK Financial Corp. | ||
| People’s United Financial, Inc. | ||
| Comerica Inc. | Popular, Inc. | |
| Commerce Bancshares, Inc. | Prosperity Bancshares Inc. | |
| Cullen/Frost Bankers, Inc. | ||
| East West Bancorp, Inc. | Webster Financial Corp. | |
| First Horizon National Corp. | ||
| Zions Bancorporation |
Compensation Framework: Compensation Policies, Compensation Process and Risk Considerations
Compensation Policies
Timing of Equity Awards
If the Compensation Committee is taking action to approve equity awards on or near the date that Synovus’ annual earnings are released, the Committee has established the grant date for equity awards to executives as: (a) the last business day of the month in which earnings are released or, if later, (b) two complete business days following the date of the earnings release. This policy ensures that the annual earnings release has time to be absorbed by the market before equity awards are granted.
Stock Ownership/Retention Guidelines
To align the interests of its executives with shareholders, Synovus implemented stock ownership guidelines for its executives. Under the guidelines, executives are required to maintain ownership of Synovus common stock equal to at least a specified multiple of base salary, as set forth in the table below:
| Named Executive Officer | Ownership Level (as multiple of base salary) | |||
| Chief Executive Officer | 5x | |||
| All other executive officers | 3x | |||
| 38 | - 2017 Proxy Statement |
EXECUTIVE COMPENSATION
The guidelines were initially adopted in 2004 and are reviewed at the beginning of each calendar year. Executives have a five-year grace period to fully achieve the guideline with an interim three-year goal. Until the guideline is achieved, executives are required to retain all net shares received upon the exercise of stock options or vesting of other stock-based awards, excluding shares used to pay an option’s exercise price and any taxes due upon exercise or vesting of an award. In determining
compliance, the guidelines allow consideration of any stock options or other stock-based awards granted to executives, including restricted stock units. In the event of a severe financial hardship, the guidelines permit the development of an alternative ownership plan by the Chairman of the Board of Directors and Chairman of the Committee.
All current executives were in compliance with the guidelines (with applicable grace periods) as of December 31, 2015.2016.
Hold Until Retirement Provision
Synovus has also adopted a “hold until retirement” provision that applies to all unexercised stock options and unvested restricted stock and restricted stock unit awards. Under this provision, executives that have attained the stock ownership guidelines described above are also required to retain ownership of 50% of all stock acquired through Synovus’ equity compensation plans (after taxes and transaction costs) until their retirement or other termination of employment. The “hold until retirement” requirement further aligns the interests of itsour executives with shareholders.
Clawback Policy
The Compensation Committee approved a clawback policy on January 22, 2014, pursuant to which any incentive compensation paid to Synovus’ executive officers that is based upon materially inaccurate performance metrics or financial statements, or that results from any risk-related actions that result in or are reasonably expected to result in a material adverse impact to Synovus or a business unit, are subject to clawback at the Committee’s discretion.
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 37
EXECUTIVE COMPENSATION
Anti-Hedging Policy
Synovus does not allow directors or executive officers to hedge the value of Synovus equity securities held directly or indirectly by the director or executive officer. Synovus’ policy prohibits the purchase or sale of puts, calls, options or other derivative securities based on Synovus’ securities, as well as hedging or monetization transactions, such aszero-cost collars and forward sale contracts or other derivative securities based on Synovus securities.
Anti-Pledging Policy
Synovus’ Corporate Governance Guidelines and Insider Trading Policy prohibit pledges of our stock by directors and executive officers.
Tax Considerations
Section 162(m) of the Code limits the deductibility of compensation paid by a publicly-traded corporation to its named executive officers, other than the Chief Financial Officer, for amounts in excess of $1 million, unless certain conditions are met. TheEach of the short-term and long-term
incentive plans haveare operated under our 2013 Omnibus Plan, which has been approved by shareholders, and awards under these plans are eligible to qualify as “performance-based” compensation for purposes of Section 162(m). With respect to our short-term incentive program, the Committee established a goal of 1.5% of core earnings for 162(m) purposes to fund the 20152016 awards. This amount was sufficient to fund the 20152016 short-term incentive award amounts. WeA number of requirements must be met for particular compensation to so qualify, however, so there can be no assurance that such compensation will be fully deductible under all circumstances. In addition we reserve the right to provide compensation that is nottax-deductible however, if we believe the benefits of doing so outweigh the loss of a tax deduction.
Accounting Considerations
We account for all compensation paid in accordance with generally accepted accounting principles. The accounting treatment has generally not affected the form of compensation paid to named executive officers.
No Option Repricing
Our 2013 Omnibus Plan prohibits the repricing of stock options and stock appreciation rights without shareholder approval.
Timing of Equity Awards
If the Compensation Committee is taking action to approve equity awards on or near the date that Synovus’ annual earnings are released, the Committee has established the grant date for equity awards to executives as: (a) the last business day of the month in which earnings are released or, if later, (b) two complete business days following the date of the earnings release. This policy ensures that the annual earnings release has time to be absorbed by the market before equity awards are granted.
Compensation Process
Role of Compensation Committee and Compensation Consultant in Compensation Process
The roles of the Compensation Committee and its compensation consultant in the compensation process are described in detail on page 10 of this Proxy Statement under “Corporate Governance and Board Matters — Matters—Committees of the Board — Board—Compensation Committee.”
- 2017 Proxy Statement 39
EXECUTIVE COMPENSATION
Role of the Executive Officers in the Compensation Process
Synovus’ Chief Executive Officer generally attends Compensation Committee meetings by invitation of the Committee. The Chief Executive Officer provides management perspective on issues under consideration by the Committee and makes proposals regarding the compensation of the named executive officers, other than himself. The Chief Executive Officer does not have authority to vote on Committee matters. The Committee regularly meets in executive session without any executive officers present. For more information regarding Committee meetings, please refer to page 10 of this Proxy Statement under “Corporate Governance and Board Matters — Matters—Committees of the Board — Board—Compensation Committee.”
Tally Sheets
The Committee historically has used annual tally sheets to add up all components of compensation for the Chief Executive Officer (and for the other named executive officers on a less frequent basis), including base salary, bonus, long-term incentives, accumulative realized and unrealized stock options and restricted stock gains, the dollar value of perquisites and the total cost to the company,Company, and earnings and accumulated payment obligations under Synovus’ nonqualified deferred compensation program. Tally sheets also provide estimates of the amounts payable to each executive upon the occurrence of potential future events, such as a change of control, retirement, voluntary or involuntary termination, death and disability. Tally sheets are used to provide the Committee with total compensation amounts for each executive so that the Committee can determine whether the amounts are in line with our compensation strategy. The Committee reviewed tally sheets for the Chief Executive Officer and for Synovus’ other named executive officers in October 20152016 and concluded that their total compensation is fair and reasonable.
Risk Considerations
Our compensation program is reviewed by several different groups to ensure that the risks involved with the program are appropriately assessed and managed. The compensation risks are first reviewed by the management team that designs, implements and administers the program. All incentiveIncentive compensation programs are also reviewed by the Executive Risk Committee, a management committee chaired by our Chief Risk Officer. As a part of this process, management completes a thorough risk assessment for each plan, assessing the administrative, strategic and financial risk of each compensation plan, ensuring consistency in the review and administration of each plan and producing an overall risk assessment rating for each plan. Moreover, management reviews each plan for alignment with Synovus’ strategic objectives and assesses whether the payouts are equitable for value generated to Synovus and whether the plans encourage unnecessary risk-taking by Synovus’ participants. In addition, in 2015,2016, the Compensation Committee met with the Chief Risk Officer to conduct a risk assessment of our compensation plans.
Synovus’ employee incentive plans are broadly classified by business unit: incentive plans for Synovus’ banking divisions and incentive plans for Synovus’ Financial Management Services division. All of the plans were assessed for risk factors in
different categories, including financial risks, strategic risks, and administrative risks. Each plan was assigned a level of risk ranking from 1“1” (highest risk) to 5“5” (lowest risk) for each risk category. Any plan that received a “1” or “2” in any category was modified through the implementation of additional controls to ensure appropriate mitigation of risks. After the implementation of such controls, no plans were ranked higher than a “3.” After reviewing the incentive plans and the Company’s risk assessment process, the Compensation Committee concluded that there were no unnecessary risks under the plans and there were no risks arising from the Company’s compensation policies and practices that were likely to have a material adverse effect on the Company.
CD&A
Synovus’ Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in Synovus’ 20152016 Annual Report and in this Proxy Statement.
The Compensation Committee
Elizabeth W. Camp, Chair
T. Michael Goodrich
V. Nathaniel Hansford
Melvin T. Stith
Barry L. Storey
Philip W. Tomlinson
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 39
| 40 | - 2017 Proxy Statement |
The table below summarizes the compensation for each of our named executive officers for each of the last three fiscal years.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock ($)(2) | Option ($) | Non-Equity ($) | Change in Value and ($) | All Other ($) | Total ($) | |||||||||||||||||||||||||||
| Kessel D. Stelling | 2015 | $ | 962,269 | — | $ | 1,791,521 | — | $1,221,419 | — | $251,413 | (3)(4)(5) | $ | 4,226,622 | |||||||||||||||||||||||
Chairman, Chief | 2014 | 1,118,246 | — | 1,276,868 | — | 854,240 | — | 156,702 | 3,406,056 | |||||||||||||||||||||||||||
Executive Officer | 2013 | 1,178,600 | — | 953,630 | — | — | — | 82,225 | 2,214,455 | |||||||||||||||||||||||||||
and President | ||||||||||||||||||||||||||||||||||||
| Thomas J. Prescott | 2015 | 436,470 | — | 460,691 | — | 372,901 | — | 12,247 | (4)(5) | 1,282,309 | ||||||||||||||||||||||||||
Executive Vice | 2014 | 507,294 | — | 459,677 | — | 193,778 | — | 11,972 | 1,172,721 | |||||||||||||||||||||||||||
President and | 2013 | 534,725 | — | 371,543 | — | — | — | 18,277 | 924,545 | |||||||||||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||||||||||||
| Allen J. Gula, Jr. | 2015 | 434,192 | — | 460,691 | — | 370,955 | — | 17,575 | (3)(4)(5) | 1,283,413 | ||||||||||||||||||||||||||
Executive Vice | 2014 | 504,788 | — | 286,059 | — | 144,575 | — | 19,072 | 954,494 | |||||||||||||||||||||||||||
President and | 2013 | 532,125 | — | 370,244 | — | — | — | 12,225 | 914,594 | |||||||||||||||||||||||||||
Chief Operations Officer | ||||||||||||||||||||||||||||||||||||
| Allan E. Kamensky* | 2015 | 417,229 | — | 286,675 | — | 305,539 | — | 6,000 | (4)(5) | 1,015,443 | ||||||||||||||||||||||||||
Executive Vice | 2014 | 431,231 | — | 385,512 | — | 138,926 | — | 8,957 | 964,626 | |||||||||||||||||||||||||||
President, | ||||||||||||||||||||||||||||||||||||
General Counsel and | ||||||||||||||||||||||||||||||||||||
Secretary | ||||||||||||||||||||||||||||||||||||
| J. Barton Singleton** | 2015 | 390,606 | — | 286,675 | — | 316,953 | — | 6,000 | (4)(5) | 1,000,234 | ||||||||||||||||||||||||||
Executive Vice | ||||||||||||||||||||||||||||||||||||
President, Financial | ||||||||||||||||||||||||||||||||||||
Management Services | ||||||||||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Kessel D. Stelling | 2016 | $ | 985,769 | — | $ | 1,810,106 | — | $ | 1,094,500 | — | $ | 322,526 | (4)(5) | $ | 4,212,901 | |||||||||||||||||||||
Chairman, Chief Executive Officer and President | 2015 | 962,269 | — | 1,791,521 | — | 1,221,419 | — | 251,413 | 4,226,622 | |||||||||||||||||||||||||||
| 2014 | 1,118,246 | — | 1,276,868 | — | 854,240 | — | 156,702 | 3,406,506 | ||||||||||||||||||||||||||||
| Kevin S. Blair | 2016 | 205,673 | 325,000 | (2) | 337,584 | — | 458,722 | — | 38,718 | (6) | 1,365,697 | |||||||||||||||||||||||||
Executive Vice President and Chief Financial Officer* | ||||||||||||||||||||||||||||||||||||
| Thomas J. Prescott | 2016 | 443,930 | — | — | — | 310,751 | — | 34,468 | (4)(5)(6) | 789,149 | ||||||||||||||||||||||||||
Former Executive Vice President and Chief Financial Officer | 2015 | 436,470 | — | 460,691 | — | 372,901 | — | 12,247 | 1,282,309 | |||||||||||||||||||||||||||
| 2014 | 507,294 | — | 459,677 | — | 193,778 | — | 11,972 | 1,172,721 | ||||||||||||||||||||||||||||
| Allen J. Gula, Jr. | 2016 | 447,218 | — | 452,539 | — | 318,403 | — | 28,127 | (4)(6) | 1,246,287 | ||||||||||||||||||||||||||
Executive Vice President and Chief Operations Officer | 2015 | 434,192 | — | 460,691 | — | 370,955 | — | 17,575 | 1,283,413 | |||||||||||||||||||||||||||
| 2014 | 504,788 | — | 286,059 | — | 144,575 | — | 19,072 | 954,494 | ||||||||||||||||||||||||||||
| Allan E. Kamensky | 2016 | 429,746 | — | 281,565 | — | 278,687 | — | 24,811 | (4)(6) | 1,014,809 | ||||||||||||||||||||||||||
Executive Vice President, General Counsel and Secretary | 2015 | 417,229 | — | 286,675 | — | 305,539 | — | 6,000 | 1,015,443 | |||||||||||||||||||||||||||
| 2014 | 431,231 | — | 385,512 | — | 138,926 | — | 8,957 | 964,626 | ||||||||||||||||||||||||||||
| Mark G. Holladay** | 2016 | 365,336 | — | 281,565 | — | 236,919 | — | 22,455 | (4)(6) | 906,276 | ||||||||||||||||||||||||||
Executive Vice President and Chief Risk Officer | ||||||||||||||||||||||||||||||||||||
| * | Mr. |
| ** | Mr. |
| (1) |
| (2) | Mr. Blair received aone-time cash bonus of $325,000 in connection with his hire designed to partially compensate him for incentives forfeited from his former employer. |
| (3) | 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, MRSU and restricted stock unit awards are set forth in Note |
| Amount includes company contributions by Synovus to nonqualified deferred compensation plans of |
| 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 |
| Amount includes auto allowance of $6,000 each for Messrs. Prescott, Gula, Kamensky and |
- 2017 Proxy Statement 41
SUMMARY COMPENSATION TABLE
Grants of Plan-Based Awards for Fiscal Year 20152016
The table below sets forth the short-term and long-term incentive compensation (granted in the form of cash-based awards, PSUs and MRSUs) awarded to the named executive officers for 2015.2016. There were no stock options granted to the named executive officers for 2015.2016.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other (#) | All Other lying (#) | Grant ($) |
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
|
| Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
|
| Grant Date Fair ($) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Exercise ($/Sh) | Grant Date |
| Action Date |
|
| Threshold ($ | ) |
| Target ($ | ) |
| Maximum ($ | ) |
| Threshold (# | ) |
| Target (# | ) |
| Maximum (# | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kessel D. Stelling |
| 2-19-15 (Cash Incentive) |
| 2-19-15 | $ | 489,500 | $ | 979,000 | $ | 1,468,500 | — | — | — | — | — | — | — |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | $ | 497,500 | $ | 995,000 | $ | 1,492,500 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (PSUs) | 2-19-15 | — | — | — | 15,592 | 31,184 | 46,776 | — | — | — | $875,023 | 2-11-16 (PSUs) | 2-11-16 | — | — | — | 17,342 | 34,683 | 52,025 | $ | 900,024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-11-16 (MRSUs) | 2-11-16 | — | — | — | 26,012 | 34,683 | 43,354 | 910,082 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kevin S. Blair |
| 8-10-16 (Cash Incentive) |
| 8-10-16 | 215,625 | 431,250 | 646,875 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (MRSUs) | 2-19-15 | — | — | — | 23,388 | 31,184 | 38,980 | — | — | — | 916,498 | 8-10-16 (MRSUs) | 8-10-16 | 7,788 | 10,384 | 12,980 | 337,584 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Thomas J. Prescott |
| 2-19-15 (Cash Incentive) |
| 2-19-15 | 155,376 | 310,751 | 465,857 | — | — | — | — | — | — | — |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | 155,376 | 310,751 | 465,857 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (PSUs) | 2-19-15 | — | — | — | 4,010 | 8,019 | 12,029 | — | — | — | 225,013 | 2-11-16 (PSUs) | 2-11-16 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (MRSUs) | 2-19-15 | — | — | — | 6,014 | 8,019 | 10,024 | — | — | — | 235,678 | 2-11-16 (MRSUs) | 2-11-16 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allen J. Gula, Jr. |
| 2-19-15 (Cash Incentive) |
| 2-19-15 | 154,565 | 309,129 | 463,694 | — | — | — | — | — | — | — |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | 159,202 | 318,403 | 477,605 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (PSUs) | 2-19-15 | — | — | — | 4,010 | 8,019 | 12,029 | — | — | — | 225,013 | 2-11-16 (PSUs) | 2-11-16 | — | — | — | 4,336 | 8,671 | 13,007 | 225,012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (MRSUs) | 2-19-15 | — | — | — | 6,014 | 8,019 | 10,024 | — | — | — | 235,678 | 2-11-16 (MRSUs) | 2-11-16 | — | — | — | 6,503 | 8,671 | 10,839 | 227,527 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allan E. Kamensky |
| 2-19-15 (Cash Incentive) |
| 2-19-15 | 127,308 | 254,616 | 381,924 | — | — | — | — | — | — | — |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | 131,128 | 262,255 | 393,383 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (PSUs) | 2-19-15 | — | — | — | 2,495 | 4,990 | 7,485 | — | — | — | 140,019 | 2-11-16 (PSUs) | 2-11-16 | — | — | — | 2,698 | 5,395 | 8,092 | 140,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (MRSUs) | 2-19-15 | — | — | — | 3,743 | 4,990 | 6,238 | — | — | — | 146,656 | 2-11-16 (MRSUs) | 2-11-16 | — | — | — | 4,046 | 5,395 | 6,744 | 141,565 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| J. Barton Singleton |
| 2-19-15 (Cash Incentive) |
| 2-19-15 | 122,850 | 245,700 | 368,550 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mark G. Holladay |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | 111,475 | 222,949 | 334,424 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (PSUs) | 2-19-15 | — | — | — | 2,495 | 4,990 | 7,485 | — | — | — | 140,019 | 2-11-16 (PSUs) | 2-11-16 | — | — | — | 2,698 | 5,395 | 8,092 | 140,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2-19-15 (MRSUs) | 2-19-15 | — | — | — | 3,743 | 4,990 | 6,238 | — | — | — | 146,656 | 2-11-16 (MRSUs) | 2-11-16 | — | — | — | 4,046 | 5,395 | 6,744 | 141,565 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Reflects threshold target and maximum payout opportunities under the annual incentive plan based on |
| (2) | Reflects threshold target and maximum number of shares that may be earned under awards of PSUs and MRSUs. 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 ROAA during the performance period, the actual payout of the performance stock units can range from 0% to 150% of the target amount. The MRSUs have a three-year service requirement |
| (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 |
SYNOVUS FINANCIAL CORP.- 2016 Proxy Statement 41
| 42 | - 2017 Proxy Statement |
SUMMARY COMPENSATION TABLE
Outstanding Equity Awards at 20152016 FiscalYear-End
The table below identifies the option awards and stock awards held by the named executive officers and outstanding on December 31, 2015.2016.
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