UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
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23, 2007
Synovus Financial Corp. | • | Post Office Box 120 | • | Columbus, Georgia31902-0120 |
TIME | 10:00 a.m. | ||
Wednesday, April | |||
PLACE | RiverCenter for the Performing Arts | ||
900 Broadway | |||
Columbus, Georgia 31901 | |||
ITEMS OF BUSINESS | (1) | To elect | |
(2) | To | ||
(3) | |||
To ratify the appointment of KPMG LLP as Synovus’ independent auditor for the year | |||
(4) To consider a shareholder proposal regarding director election by majority vote. | |||
(5) 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 | ||
ANNUAL REPORT | A copy of the Annual Report is enclosed. | ||
PROXY VOTING | Your vote is important. Please vote in one of these ways: | ||
(1) | Use the toll-free telephone number shown on the proxy card; | ||
(2) | Visit the 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. |
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Shareholder Proposal to be Voted On: | |||||
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39 | |||||
A-1 | |||||
B-1 |
• | The election of all the director nominees; | |
• | The | |
• | The ratification of the appointment of KPMG LLP as Synovus’ independent auditor for the year |
• | The shareholder proposal regarding director election by majority vote. |
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Pursuant to Synovus’ Articles of Incorporation, the affirmative vote by the holders of shares representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of Synovus stock is required to amend the Articles of Incorporation and bylaws to declassify the Board of Directors.
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Corporate Governance | ||||||
Executive | and Nominating | Compensation | ||||
V. Nathaniel Hansford, Chair | J. Neal Purcell, Chair | Richard Y. Bradley, Chair | V. Nathaniel Hansford, Chair | |||
Richard E. Anthony | Elizabeth W. Camp | Daniel P. Amos | T. Michael Goodrich | |||
James H. Blanchard | Frank W. Brumley | Mason H. Lampton | ||||
Richard Y. Bradley | Elizabeth C. | |||||
Gardiner W. Garrard, Jr. | ||||||
T. Michael Goodrich | ||||||
Mason H. Lampton | ||||||
J. Neal Purcell | ||||||
James D. Yancey |
• | Monitoring the integrity of Synovus’ financial statements, Synovus’ systems of internal controls and Synovus’ compliance with regulatory and legal requirements; | |
• | Monitoring the independence, qualifications and performance of Synovus’ independent auditor and internal auditing activities; and | |
• | Providing an avenue of communication among the independent auditor, management, internal audit and the Board of Directors. |
• | 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; | |
• | 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. |
• | Designing and overseeing Synovus’ executive compensation program; | |
• | Designing and overseeing all compensation and benefit programs in which employees and officers of Synovus are eligible to participate; and | |
• | Performing an annual evaluation of the Chief Executive Officer. |
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• | 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. |
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• | The extent of the director’s/potential director’s business acumen and experience; | |
• | Whether the director/potential director assists in achieving a mix of Board members that represents a diversity of background 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; | |
• | Whether the director/potential director would be considered a “financial expert” or “financially literate” as defined in the listing standards of the NYSE; | |
• | 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. |
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One nominee for election as a director, Frederick L. Green, III, has not previously been elected by the shareholders of Synovus. Mr. Green was recommended to the Committee for consideration as a director nominee by the chief executive officer of Synovus.
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DIRECTOR COMPENSATION AND
Fees Earned | ||||||||||||||||
or Paid in | Stock | All Other | ||||||||||||||
Name | Cash ($) | Awards ($)(1) | Compensation ($) | Total ($) | ||||||||||||
Daniel P. Amos | $ | 40,000 | $ | 8,773 | $ | 10,000 | (2) | $ | 54,237 | |||||||
Richard Y. Bradley | 55,000 | 8,773 | 67,551 | (3) | 126,788 | |||||||||||
Frank W. Brumley | 40,000 | 8,773 | 18,850 | (2)(3) | 63,087 | |||||||||||
Elizabeth W. Camp | 45,000 | 8,773 | 15,000 | (2)(3) | 64,237 | |||||||||||
C. Edward Floyd, M.D.(4) | 40,000 | 23,315 | 16,500 | (2)(3) | 60,737 | |||||||||||
Gardiner W. Garrard, Jr. | 45,000 | 8,773 | 67,551 | (3) | 116,788 | |||||||||||
T. Michael Goodrich | 50,000 | 8,773 | 20,000 | (2)(3) | 74,237 | |||||||||||
V. Nathaniel Hansford | 60,000 | 8,773 | 24,305 | (2)(3) | 88,542 | |||||||||||
John P. Illges, III(5) | 45,000 | 23,315 | 57,151 | (3) | 106,388 | |||||||||||
Alfred W. Jones III | 35,000 | 8,773 | 58,451 | (2)(3) | 97,688 | |||||||||||
Mason H. Lampton | 50,000 | 8,773 | 72,051 | (2)(3) | 126,288 | |||||||||||
Elizabeth C. Ogie | 40,000 | 8,773 | 3,000 | (3) | 47,237 | |||||||||||
H. Lynn Page | 45,000 | 8,773 | 77,551 | (3) | 126,788 | |||||||||||
J. Neal Purcell | 65,000 | 8,773 | 10,000 | (2) | 79,237 | |||||||||||
Melvin T. Stith | 45,000 | 8,773 | 10,000 | (2) | 59,237 | |||||||||||
William B. Turner, Jr. | 35,000 | 8,773 | 8,500 | (3) | 47,737 | |||||||||||
James D. Yancey | 45,000 | 8,773 | 141,222 | (2)(3)(6) | 190,459 |
** | Compensation for Messrs. Blanchard, Anthony and Green for service on the Synovus Board is described under the Summary Compensation Table found on page 39. | |
(1) | The grant date fair value of the 500 shares of restricted Synovus stock awarded to each director in 2006 was $13,865. The amount in this column reflects the dollar amount recognized for financial statement reporting purposes for the year ended December 31, 2006 in accordance with FAS 123(R) and includes amounts from awards granted in 2006 and prior to 2006. For a discussion of the restricted stock awards reported in this column, see Note 15 of Notes to Consolidated Financial Statements in the Financial Appendix. At December 31, 2006, each director held an aggregate of 1,000 shares of restricted Synovus stock, none of which are vested, with the exception of Messrs. Floyd and Illges whose shares vested upon retirement as a director. |
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(2) | Includes $10,000 in contributions made by Synovus under Synovus’ Director Stock Purchase Plan. As described more fully below, 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 50% of the directors’ cash contributions under the plan. | |
(3) | Includes compensation of $67,551 for Messrs. Bradley, Garrard and Yancey, $8,850 for Mr. Brumley, $5,000 for Ms. Camp, $6,500 for Dr. Floyd, $10,000 for Mr. Goodrich, $14,305 for Mr. Hansford, $57,151 for Mr. Illges, $48,451 for Mr. Jones, $62,051 for Mr. Lampton, $3,000 for Ms. Ogie, $77,551 for Mr. Page and $8,500 for Mr. Turner for service as a director of certain of Synovus’ subsidiaries. | |
(4) | Upon reaching the age of 72 in May 2006, Dr. Floyd retired as a director and became an emeritus director of Synovus pursuant to Synovus’ bylaws. | |
(5) | Upon reaching the age of 72 in December 2006, Mr. Illges retired as a director and became an emeritus director of Synovus pursuant to Synovus’ bylaws. | |
(6) | Includes perquisite of $53,835 for providing Mr. Yancey with administrative assistance. Also includes incremental costs incurred by Synovus, if any, for providing Mr. Yancey with office space, security alarm monitoring and spousal entertainment (recreational activities at the TSYS Board retreat). Mr. Yancey, the former Chairman of the Board of Synovus, was provided with administrative assistance and office space during 2006. In computing the incremental cost to Synovus of providing Mr. Yancey with administrative assistance throughout 2006, Synovus aggregated the cost to Synovus of providing salary, benefits and office space (based on lease payments per square foot) to Mr. Yancey’s assistant and allocated the portion of which was attributable to providing services to Mr. Yancey as his assistant did not work exclusively with him. Amounts for office space, security alarm monitoring and spousal entertainment are not quantified because they do not exceed the greater of $25,000 or 10% of the total amount of perquisites. |
Directors
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Annual retainer | $ | 35,000 | ||
Annual committee member retainer (Compensation and Corporate Governance and Nominating) | $ | 5,000 | ||
Annual committee member retainer (Audit and Executive) | $ | 10,000 | ||
Annual committee chair retainer (Compensation and Corporate Governance and Nominating) | $ | 5,000 | ||
Annual Audit Committee chair retainer | $ | 10,000 | ||
Annual Lead Director retainer | $ | 5,000 |
enhanced duties, time commitment and responsibilities of service on that committee. The Corporate Governance and Nominating Committee believes that this additional cash compensation is appropriate.
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Non-management Each of Messrs. Amos, Floyd, Goodrich, Jones and Purcell and Ms. Camp deferred all of their cash compensation under this plan during 2006.
DIRECTOR COMPENSATION TABLE
Synovus | ||||||||||||||||||||||||
$ Value of | Contribution | |||||||||||||||||||||||
Annual | Total | Director | to Director | |||||||||||||||||||||
Annual | Annual | Committee | Annual | Restricted | Stock | |||||||||||||||||||
Board | Committee | Chair | Cash | Stock | Purchase | |||||||||||||||||||
Name | Retainer | Retainer | Retainer | Retainer | Awards(1) | Plan | ||||||||||||||||||
Daniel P. Amos | $ | 35,000 | $ | 5,000 | — | $ | 40,000 | $ | 13,610 | $ | 10,000 | |||||||||||||
Richard E. Anthony | $ | 35,000 | $ | 10,000 | — | $ | 45,000 | — | $ | 10,000 | ||||||||||||||
James H. Blanchard | $ | 35,000 | $ | 10,000 | — | $ | 45,000 | — | — | |||||||||||||||
Richard Y. Bradley | $ | 35,000 | $ | 15,000 | $ | 5,000 | $ | 55,000 | $ | 13,610 | — | |||||||||||||
Frank W. Brumley | $ | 35,000 | $ | 5,000 | — | $ | 40,000 | $ | 13,610 | $ | 10,000 | |||||||||||||
Elizabeth W. Camp | $ | 35,000 | $ | 10,000 | — | $ | 45,000 | $ | 13,610 | $ | 10,000 | |||||||||||||
C. Edward Floyd | $ | 35,000 | $ | 5,000 | — | $ | 40,000 | $ | 13,610 | $ | 10,000 | |||||||||||||
Gardiner W. Garrard, Jr. | $ | 35,000 | $ | 10,000 | — | $ | 45,000 | $ | 13,610 | — | ||||||||||||||
T. Michael Goodrich | $ | 35,000 | $ | 15,000 | — | $ | 50,000 | $ | 13,610 | $ | 10,000 | |||||||||||||
V. Nathaniel Hansford | $ | 35,000 | $ | 15,000 | $ | 10,000 | (2) | $ | 60,000 | $ | 13,610 | $ | 10,000 | |||||||||||
John P. Illges, III | $ | 35,000 | $ | 20,000 | (3) | $ | 10,000 | (3) | $ | 65,000 | $ | 13,610 | — | |||||||||||
Alfred W. Jones III | $ | 35,000 | — | — | $ | 35,000 | $ | 13,610 | $ | 10,000 | ||||||||||||||
Mason H. Lampton | $ | 35,000 | $ | 15,000 | — | $ | 50,000 | $ | 13,610 | $ | 10,000 | |||||||||||||
Elizabeth C. Ogie | $ | 35,000 | $ | 5,000 | — | $ | 40,000 | $ | 13,610 | — | ||||||||||||||
H. Lynn Page | $ | 35,000 | $ | 10,000 | — | $ | 45,000 | $ | 13,610 | — | ||||||||||||||
J. Neal Purcell | $ | 35,000 | $ | 20,000 | (3) | $ | 10,000 | (3) | $ | 65,000 | $ | 13,610 | $ | 10,000 | ||||||||||
Melvin T. Stith | $ | 35,000 | $ | 10,000 | — | $ | 45,000 | $ | 13,610 | $ | 10,000 | |||||||||||||
William B. Turner, Jr. | $ | 35,000 | — | — | $ | 35,000 | $ | 13,610 | — | |||||||||||||||
James D. Yancey | $ | 35,000 | $ | 10,000 | — | $ | 45,000 | $ | 13,610 | $ | 10,000 |
When traveling from out-of-town, members The Board granted these restricted stock awards to directors on February 1, 2006, the first day of the Boardmonth following the Corporate Governance and Nominating Committee meeting to approve director compensation for the fiscal year. These restricted stock awards are designed to create equity ownership and to focus directors on the long-term performance of Directors are also eligible for reimbursement of their travel expenses incurredSynovus.
company, other than contributions under the Director Stock Purchase Plan
Plan. With the assistance of Mercer’s market analysis, the Corporate Governance and Nominating Committee determined in 2005 that a competitive director compensation program needed to include a more appropriate level of equity compensation in order to align Synovus with best practices and to remain competitive with the compensation programs at peer companies. First, the Committee determined that restricted stock awards were more appropriate than the use of stock options based upon the market shift in equity pay mix at other similarly situated companies. Second, the Committee determined that a grant of 500 shares of restricted Synovus stock was appropriate by analyzing the market on equity compensation and then determining the right mix based upon a market value approach to the number of shares awarded. In so doing, the grants of restricted stock provide Synovus directors with a more balanced pay mix between cash and equity, consistent with the market trend toward equal weighting of cash and equity.
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Consulting Services
Effective January 19, 2005,
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Stock Ownership Guidelines
Under Synovus’their stock ownership guidelines for directors,requirements. Synovus’ Corporate Governance Guidelines require all directors are required to accumulate over time shares of Synovus stock equal in value to at least three times the value of thetheir 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.
qualified or until his or her earlier retirement, resignation or removal. The Board believes that each director nominee will be able to stand for election. If any nominee becomes unable to stand for election, proxies in favor of that nominee will be voted in favor of the remaining nominees and in favor of any substitute nominee named by the Board upon the recommendation of the Corporate Governance and Nominating Committee. If you do not wish your shares voted for one or more of the nominees, you may so indicate on the proxy.
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Members of the Board of Directors
Year | ||||||||||||||
Synovus | First | |||||||||||||
Director | Elected | Principal Occupation and Other | ||||||||||||
Name | Age | Classification | Director | Information | ||||||||||
Daniel P. Amos(1) | 54 | II | 2001 | Chief Executive Officer and Director, Aflac Incorporated (Insurance Holding Company) | ||||||||||
Richard E. Anthony(2) | 59 | II | 1993 | President and Chief Executive Officer, Synovus Financial Corp. | ||||||||||
James H. Blanchard(3) | 64 | I | 1972 | Chairman of the Board, Synovus Financial Corp.; Chairman of the Executive Committee, Total System Services, Inc.; Director, Total System Services, Inc. and BellSouth Corporation | ||||||||||
Richard Y. Bradley | 67 | III | 1991 | Partner, Bradley & Hatcher (Law Firm); Director, Total System Services, Inc. | ||||||||||
Frank W. Brumley(4) | 65 | III | 2004 | Chairman of the Board and Chief Executive Officer, Daniel Island Company (Planned Community Development) | ||||||||||
Elizabeth W. Camp | 54 | III | 2003 | President and Chief Executive Officer, DF Management, Inc. (Investment and Management of Commercial Real Estate) | ||||||||||
C. Edward Floyd, M.D. | 71 | II | 1995 | Vascular Surgeon | ||||||||||
Gardiner W. Garrard, Jr. | 65 | I | 1972 | President, The Jordan Company (Real Estate Development); Director, Total System Services, Inc. | ||||||||||
T. Michael Goodrich | 60 | III | 2004 | Chairman and Chief Executive Officer, BE&K, Inc. (Engineering and Construction Company); Director, Energen Corporation | ||||||||||
V. Nathaniel Hansford(5) | 62 | I | 1985 | President, Retired, North Georgia College and State University |
Principal | ||||||||||
Occupation | ||||||||||
Year First | and Other | |||||||||
Name | Age | Elected Director | Information | |||||||
Daniel P. Amos(1) | 55 | 2001 | Chairman of the Board and Chief Executive Officer, Aflac Incorporated (Insurance Holding Company) | |||||||
Richard E. Anthony(2) | 60 | 1993 | Chairman of the Board and Chief Executive Officer, Synovus Financial Corp. | |||||||
James H. Blanchard(3) | 65 | 1972 | Chairman of the Board and Chief Executive Officer, Retired, Synovus Financial Corp.; Director, Total System Services, Inc. and AT&T Corp. | |||||||
Richard Y. Bradley | 68 | 1991 | Partner, Bradley & Hatcher (Law Firm); Director, Total System Services, Inc. | |||||||
Frank W. Brumley(4) | 66 | 2004 | Chairman of the Board and Chief Executive Officer, Daniel Island Company (Planned Community Development) | |||||||
Elizabeth W. Camp | 55 | 2003 | President and Chief Executive Officer, DF Management, Inc. (Investment and Management of Commercial Real Estate) | |||||||
Gardiner W. Garrard, Jr. | 66 | 1972 | President, The Jordan Company (Real Estate Development and Private Equity Investments); Director, Total System Services, Inc. | |||||||
T. Michael Goodrich | 61 | 2004 | Chairman and Chief Executive Officer, BE&K, Inc. (Engineering and Construction Company); Director, Energen Corporation | |||||||
Frederick L. Green, III(5) | 48 | 2006 | President and Chief Operating Officer, Synovus Financial Corp. | |||||||
V. Nathaniel Hansford(6) | 63 | 1985 | President, Retired, North Georgia College and State University | |||||||
Alfred W. Jones III | 49 | 2001 | Chairman of the Board and Chief Executive Officer, Sea Island Company (Real Estate Development and Management); Director, Total System Services, Inc. | |||||||
Mason H. Lampton(7) | 59 | 1993 | Chairman of the Board, Standard Concrete Products (Construction Materials Company); Director, Total System Services, Inc. |
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Year | ||||||||||||||
Synovus | First | |||||||||||||
Director | Elected | Principal Occupation and Other | ||||||||||||
Name | Age | Classification | Director | Information | ||||||||||
John P. Illges, III | 71 | III | 1997 | Senior Vice President and Financial Consultant, Retired, The Robinson-Humphrey Company, Inc. (Stockbroker); Director, Total System Services, Inc. | ||||||||||
Alfred W. Jones III | 48 | I | 2001 | Chairman of the Board and Chief Executive Officer, Sea Island Company (Real Estate Development and Management); Director, Total System Services, Inc. | ||||||||||
Mason H. Lampton(6) | 58 | II | 1993 | Chairman of the Board, Standard Concrete Products (Construction Materials Company); Director, Total System Services, Inc. | ||||||||||
Elizabeth C. Ogie(7) | 55 | II | 1993 | Private Investor | ||||||||||
H. Lynn Page | 65 | I | 1978 | Director, Total System Services, Inc. | ||||||||||
J. Neal Purcell | 64 | III | 2003 | Vice Chairman, Retired, KPMG LLP (Professional Services Provider); Director, Southern Company, Kaiser Permanente and Dollar General Corporation | ||||||||||
Melvin T. Stith(8) | 59 | II | 1998 | Dean, Martin J. Whitman School of Management, Syracuse University; Director, Flowers Foods, Inc. | ||||||||||
William B. Turner, Jr.(7) | 54 | III | 2003 | Vice Chairman of the Board and President, W.C. Bradley Co. (Metal Manufacturer and Real Estate) | ||||||||||
James D. Yancey(9) | 64 | I | 1978 | Chairman of the Board, Columbus Bank and Trust Company; Chairman of the Board, Retired, Synovus Financial Corp.; Director, Total System Services, Inc. |
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Principal | ||||||||||
Occupation | ||||||||||
Year First | and Other | |||||||||
Name | Age | Elected Director | Information | |||||||
Elizabeth C. Ogie(8) | 56 | 1993 | Private Investor | |||||||
H. Lynn Page | 66 | 1978 | Director, Total System Services, Inc. | |||||||
J. Neal Purcell | 65 | 2003 | Vice Chairman, Retired, KPMG LLP (Professional Services Provider); Director, Southern Company, Kaiser Permanente and Dollar General Corporation | |||||||
Melvin T. Stith(9) | 60 | 1998 | Dean, Martin J. Whitman School of Management, Syracuse University; Director, Flowers Foods, Inc. | |||||||
William B. Turner, Jr.(8) | 55 | 2003 | Vice Chairman of the Board and President, W.C. Bradley Co. (Consumer Products and Real Estate) | |||||||
James D. Yancey(10) | 65 | 1978 | Chairman of the Board, Columbus Bank and Trust Company; Chairman of the Board, Retired, Synovus Financial Corp.; Director, Total System Services, Inc. |
(1) | Daniel P. Amos previously served as a director of Synovus from 1991 until 1998, when he resigned as a director as required by federal banking regulations to join the board of a company affiliated with a Japanese bank. | |
(2) | Richard E. Anthony was elected | |
(3) | James H. Blanchard was elected Chairman of the Board of Synovus in July | |
(4) | Frank W. Brumley was elected Chairman of the Board and Chief Executive Officer of Daniel Island Company in January 2006. Prior to 2006, Mr. Brumley served as President of Daniel Island Company. | |
(5) | Frederick L. Green, III was elected President and Chief Operating Officer of Synovus in October 2006. Mr. Green served as Vice Chairman of Synovus from 2003 until 2006. From 1991 until 2003, Mr. Green served in various capacities with The National Bank of South Carolina, a banking subsidiary of Synovus, including President of The National Bank of South Carolina. Mr. Green continues to serve as Chairman of the Board of The National Bank of South Carolina. | |
(6) | V. Nathaniel Hansford serves as Lead Director of the Synovus Board. | |
Mason H. Lampton was elected Chairman of the Board of Standard Concrete Products in June | ||
Elizabeth C. Ogie is William B. Turner, Jr.’s first cousin. | ||
Melvin T. Stith was appointed Dean of Syracuse University’s Martin J. Whitman School of Management in January 2005. Prior to 2005, Mr. Stith served as Dean of the College of Business at Florida State University. | ||
James D. Yancey retired as an executive employee of Synovus in December 2004 and served as a non-executive Chairman of the Board until July 2005. Mr. Yancey was elected as an executive officer Chairman of the Board of Synovus in October 2003. Prior to 2003, Mr. Yancey served in various capacities with Synovusand/or CB&T, including Vice Chairman of the Board and President of both Synovus and CB&T. |
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” DECLASSIFICATION OF THE BOARD OF DIRECTORS AND THE RELATED AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS.
Article 10 of Synovus’ Articles of Incorporation and Section 2 of Article III of Synovus’ bylaws provide for the classification of the Board of Directors into three classes, with each class being elected every three years and with each class being as nearly equal in number as possible. The Articles of Incorporation and bylaws also contain provisions relating to the classification of the Board concerning the filling of director vacancies. The Board of Directors has determined that the Articles of Incorporation and bylaws should be amended to repeal these provisions of Article 10 and Section 2 of Article III of the Articles of Incorporation and bylaws, respectively, and to make certain conforming changes as appropriate, and has unanimously adopted a resolution approving the amendments, declaring their advisability and recommending the amendments to our shareholders.
The proposed amendment would amend and restate Article 10 of Synovus’ Articles of Incorporation as follows:
“10.
The proposed amendment would amend and restate Section 2 and Section 10 of Article III of Synovus’ bylaws as follows:
“ARTICLE III. DIRECTORS
SECTION 2. Election and Tenure.Each member of the Board of Directors of the corporation shall be elected at the annual meeting of shareholders and shall hold office for a term of one year and until his or her successor is duly elected and qualified or until his or her earlier retirement, resignation, removal or death. In such elections, the nominees receiving a plurality of votes shall be elected.
SECTION 10. Vacancies.Any vacancy occurring in the Board of Directors caused by the removal of a Director shall be filled by the shareholders, or if authorized by the shareholders, by the Board of Directors. Any other vacancy occurring in the Board of Directors, including vacancies occurring by reason of an increase in the number of directors comprising the Board, may be filled by the Board of Directors or the shareholders until the next annual meeting of shareholders and until a successor is duly elected and qualified. Vacancies in the Board of Directors filled by the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum, or the sole remaining Director, as the case may be.”
If the proposed amendments are approved by the shareholders of Synovus, the classified Board will be eliminated, the current term of office of each director will end at the 2007 Annual Meeting and directors will thereafter be elected for one-year terms at each Annual Meeting of Shareholders. Furthermore, any director chosen to fill a vacancy on the Board of Directors will hold office until the next Annual Meeting of Shareholders.
Classified or staggered boards have been widely adopted and have a long history in corporate law. Proponents of classified boards assert that they promote the independence of directors because directors elected for multi-year terms are less subject to outside influence. Proponents of classified
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On the other hand, some investors view classified boards as reducing the accountability of directors to shareholders by making it more difficult for shareholders to change a majority of directors even where a majority of shareholders are dissatisfied with the performance of incumbent directors. Many institutional investors believe that the election of directors is the primary means for shareholders to influence corporate governance policies and to hold management accountable for implementing these policies. In addition, opponents of classified boards assert that a staggered structure for the election of directors may discourage proxy contests in which shareholders have an opportunity to vote for a competing slate of nominees and therefore may erode shareholder value. In light of these views, a number of major corporations have determined that the evolving principles of corporate governance dictate that all directors of a corporation should be elected annually.
The Board of Directors carefully considered the arguments for and against continuation of the classified Board and determined that the classified Board should be eliminated. The Board believes that all directors should be equally accountable at all times for Synovus’ performance. Moreover, this determination by the Board furthers its goal of ensuring that Synovus’ corporate governance policies maximize management accountability to shareholders and would, if adopted, allow shareholders the opportunity each year to register their views on the performance of the Board of Directors. Because there is no limit to the number of terms an individual may serve, the continuity and stability of the Board’s membership and our policies and long-term strategic planning should not be affected.
If approved, the proposed amendment to the Articles of Incorporation will become effective upon the filing of Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Georgia, which Synovus would do promptly after the Annual Meeting. The proposed amendment to the bylaws will become effective upon adoption by the shareholders at the Annual Meeting. If the proposal is not approved by the shareholders, then the Board of Directors will remain classified, and the directors will continue to be elected to three-year terms.
PROPOSAL 3: APPROVAL OF THE SYNOVUS FINANCIAL CORP.
2007 OMNIBUS PLAN
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE SYNOVUS FINANCIAL CORP. EXECUTIVE CASH BONUS2007 OMNIBUS PLAN.
Synovus’ executive compensation program will include short-term incentive bonus awards under
no further awards will be made under the Synovus 2002 and 2000 Long-Term Incentive Plans.
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The Compensation Committee has no discretionSynovus in which the participant is employed. Performance awards may be granted either alone or in addition to increase the amount of any awardother grants made under the Plan but will retain the ability to eliminate or decrease an award otherwise payable to a participant.2007 Plan.
Termination of Employment.Any participant not employed by Synovusequity-related awards. These awards may be paid in either common stock or a publicly-traded subsidiary of Synovus on December 31 of any fiscal year will not be entitled to an award unless otherwise determined by the Compensation Committee.
cash.
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Amendment ofoutstanding awards, the Plan.The Board of Directors may amendoption price or grant price applicable to outstanding awards, the Plan at any time including amendments that increase the costs of the Planannual award limits, and allocate benefits between persons and groupsother value determinations applicable to outstanding awards in the table below differently; provided, however, that no amendment can be made without shareholder approval that increases the maximum amount payableevent of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of Synovus, combination of shares, exchange of shares, dividend in-kind, or other like change in capital structure, number of outstanding shares or distribution (other than normal cash dividends) to shareholders of Synovus, or any participant in excess of the limit set forth above.
similar corporate event or transaction.
way.
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Estimate409A of the Internal Revenue Code of 1986 to avoid adverse tax consequences to participants.
Restricted | ||||||||
Name and Principal Position | Stock Options | Stock Awards | ||||||
Richard E. Anthony Chairman of the Board and Chief Executive Officer | 38,475(1 | ) | 12,825(1 | ) | ||||
Thomas J. Prescott Executive Vice President and Chief Financial Officer | 12,825(1 | ) | 4,275(1 | ) | ||||
G. Sanders Griffith, III Senior Executive Vice President, General Counsel and Secretary | 14,551(1 | ) | 4,850(1 | ) | ||||
Frederick L. Green, III President and Chief Operating Officer | 14,876(1 | ) | 4,959(1 | ) | ||||
Elizabeth R. James Vice Chairman and Chief People Officer | 13,230(1 | ) | 4,410(1 | ) | ||||
Executive Group | 110,446(1 | ) | 36,816(1 | ) | ||||
Nonexecutive Director Group | -0- | 8,500(2 | ) | |||||
Nonexecutive Officer Employee Group | 16,781(3 | ) | 447,557(3 | ) |
(1) | Amounts represent grants that would have been made to executives based upon Synovus’ performance during the2004-2006 performance period had the 2007 Plan been in effect. | |
(2) | Amount represents restricted stock awards that would have been made to nonexecutive directors for 2006 had the 2007 Plan been in effect. |
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(3) | Amounts represent grants that would have been made to nonexecutive officer employees for 2006 had the 2007 Plan been in effect. |
(a) | (b) | (c) | ||||||||||
Number of | Weighted- | Number of Securities | ||||||||||
Securities to be | Average Exercise | Remaining Available for | ||||||||||
Issued upon | Price of | Future Issuance under | ||||||||||
Exercise of | Outstanding | Equity Compensation | ||||||||||
Outstanding | Options, | Plans (Excluding | ||||||||||
Options, Warrants | Warrants and | Securities Reflected in | ||||||||||
Plan Category(1) | and Rights | Rights | Column (a)) | |||||||||
Equity compensation plans approved by security holders | 22,809,794 | (2) | $ | 23.31 | 4,220,937 | (3) | ||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 22,809,794 | $ | 23.31 | 4,220,937 | ||||||||
(1) | Does not include information for equity compensation plans assumed by Synovus in mergers. A total of 829,467 shares of common stock was issuable upon exercise of options granted under plans assumed in mergers and outstanding at December 31, 2006. The weighted average exercise price of all options granted under plans assumed in mergers and outstanding at December 31, 2006 was $9.62. Synovus cannot grant additional awards under these assumed plans. | |
(2) | Does not include an aggregate of 735,263 shares of restricted stock which will vest over the remaining years through 2011. | |
(3) | Includes 4,220,937 shares available for future grants under Synovus’ 2002 and 2000 Long-Term Incentive Plans. |
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NEW PLAN BENEFITS
Name and Position | Dollar Value ($) | |||
Richard E. Anthony President and Chief Executive Officer | $ | 964,575 | ||
James H. Blanchard Chairman of the Board | 1,114,800 | |||
G. Sanders Griffith, III Senior Executive Vice President, General Counsel and Secretary | 417,375 | |||
Frederick L. Green, III Vice Chairman | 376,950 | |||
Elizabeth R. James Vice Chairman and Chief People Officer | 371,700 | |||
Executive Group | 3,245,400 | |||
Non-Executive Director Group | -0- | |||
Non-Executive Officer Employee Group | -0- |
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“Resolved:
Shareholder Supporting Statement:
“Our Company is incorporated in Georgia. Among other issues, Georgia corporate law addresses the issue of the level of voting support necessary forshareholders, with a specific action, such as the election of corporate directors. Georgia law provides that unless a company’s articles of incorporation provide otherwise, a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director. (Georgia Business Corporation Code, 14-2-728.a.)
Our Company presently uses the plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.”
vast majority of director elections in which only board nominated candidates are on the ballot. We believe that a majority vote standard in directorboard elections would give shareholdersestablish a meaningful rolechallenging vote standard for board nominees and improve the performance of individual directors and entire boards. Our Company presently uses a plurality vote standard in theall director election process.elections. Under the Company’s currentplurality vote standard, a nominee in a director electionfor the board can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are “withheld” from thatthe nominee. The
The majority vote proposal received high levels of support last year, winning majority support at Advanced Micro Devices, Freeport McMoRan, Marathon Oil, Marsh and McClennan, Office Depot, Raytheon, and others. Leading proxy advisory firms recommended voting in favor of the proposal.
Somecompany bylaws. Additionally, these companies have adopted board governancebylaws or policies requiringto address post-election issues related to the status of director nominees that fail to receivewin election. Our Company has not established a majority support from shareholdersvote standard in Company bylaws, opting only to establish a post-election director resignation governance policy. The Company’s director resignation policy simply addresses post-election issues, establishing a requirement for directors to tender their resignations to the board.for board consideration should they receive more “withhold” votes than “for” votes. We believe that these director resignation policies, are inadequate for they are based oncoupled with the continued use of a plurality vote standard, are a wholly inadequate response to the plurality standard and would allow director nominees to be elected despite only minimal shareholder support. We contend that changingcall for the legal standard toadoption of a majority vote isstandard.
Our proposal ismeaningful majority vote policy requires the adoption of a majority vote standard in the Company’s governance documents, not intended to limit the judgmentretention of the Board in craftingplurality vote standard. A majority vote standard combined with the requested governance change. For instance,Company’s current post-election director resignation policy would provide the Board shouldboard a framework to address the status of incumbenta director nomineesnominee who failfails to receive a majority vote underbe elected. The combination of a majority vote standard and whetherwith a plurality vote standard may be appropriate in director elections when the number of director nominees exceeds the available board seats.
We urge your supportpost-election policy establishes a meaningful right for this important director election reform.”shareholders to elect directors, while
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Furthermore, Synovus maintains a director nomination and election process that is designed to give due regard to shareholder nominees. The Corporate Governance and Nominating Committee has a process for consideration of shareholder nominees, and the Board maintains a process for shareholders to communicate with the Board. The Board believes that these mechanisms, not the process requested by the Fund’s proposal, provide the best foundation for a strong and effective Board and excellence in corporate governance.
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This may then deprive Synovus of continued service by valued members of our Board, including directors with excellent qualifications and performance.
Position with | ||||||||
Name | Age | Synovus | ||||||
Richard E. Anthony(1) | ||||||||
Chairman of the Board and Chief Executive Officer | ||||||||
Frederick L. Green, | ||||||||
Elizabeth R. | Vice Chairman and Chief People Officer | |||||||
G. Sanders Griffith, | Senior Executive Vice President, General Counsel and Secretary | |||||||
Thomas J. | Executive Vice President and Chief Financial Officer | |||||||
Mark G. | Executive Vice President and Chief Credit Officer | |||||||
Andrew R. | Executive Vice President | |||||||
Calvin | Executive Vice President, Corporate Affairs |
(1) | As Messrs. | |
(2) | ||
Elizabeth R. James was elected Vice Chairman of Synovus in May 2000. From 1986 until 2000, Ms. James served in various capacities with Synovus, CB&Tand/or TSYS, including Chief Information Officer and Chief People Officer of Synovus. | ||
G. Sanders Griffith, III was elected Senior Executive Vice President, General Counsel and Secretary of Synovus in October 1995. From 1988 until 1995, Mr. Griffith served in various capacities with Synovus, including Executive Vice President, General Counsel and Secretary. |
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Thomas J. Prescott was elected Executive Vice President and Chief Financial Officer of Synovus in December 1996. From 1987 until 1996, Mr. Prescott served in various capacities with Synovus, including Executive Vice President and Treasurer. | ||
(5) | ||
Mark G. Holladay was elected Executive Vice President and Chief Credit Officer of Synovus in April 2000. From 1974 until 2000, Mr. Holladay served in various capacities with CB&T, including Executive Vice President. |
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Andrew R. Klepchick was elected Executive Vice President of Synovus in August 2005. From 1988 until 2005, Mr. Klepchick served in various positions with Creative Financial Group, Ltd., a financial planning subsidiary of Synovus, including Executive Vice President of Creative Financial Group, Ltd. | ||
Calvin Smyre was elected Executive Vice President of Synovus in November 1996. From 1976 until 1996, Mr. Smyre served in various capacities with CB&Tand/or Synovus, including Senior Vice President of Synovus. |
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Shares of | Shares of | Shares of | ||||||||||||||||||
Synovus | Synovus | Synovus | Percentage | |||||||||||||||||
Stock | Stock | Stock | of | |||||||||||||||||
Beneficially | Beneficially | Beneficially | Outstanding | |||||||||||||||||
Owned with | Owned with | Owned with | Total Shares | Shares of | ||||||||||||||||
Sole Voting | Shared Voting | Sole Voting | of Synovus | Synovus | ||||||||||||||||
And | And | but no | Stock | Stock | ||||||||||||||||
Investment | Investment | Investment | Beneficially | Beneficially | ||||||||||||||||
Power as of | Power as of | Power as of | Owned as of | Owned as of | ||||||||||||||||
Name | 12/31/05 | 12/31/05 | 12/31/05 | 12/31/05(1) | 12/31/05 | |||||||||||||||
Daniel P. Amos | 51,122 | 417,274 | 500 | 468,896 | * | |||||||||||||||
Richard E. Anthony | 584,394 | 189,774 | 64,238 | 1,143,689 | * | |||||||||||||||
James H. Blanchard | 1,336,597 | 203,815 | 49,687 | 2,904,517 | 1 | |||||||||||||||
Richard Y. Bradley | 23,124 | 84,887 | 500 | 108,511 | * | |||||||||||||||
Frank W. Brumley | 25,609 | — | 500 | 26,109 | * | |||||||||||||||
Elizabeth W. Camp | 22,901 | 2,703 | 500 | 26,104 | * | |||||||||||||||
C. Edward Floyd | 846,471 | 269,365 | 500 | 1,116,336 | * | |||||||||||||||
Gardiner W. Garrard, Jr. | 204,147 | 793,682 | 500 | 998,329 | * | |||||||||||||||
T. Michael Goodrich | 186,284 | 35,898 | (2) | 500 | 222,682 | * | ||||||||||||||
Frederick L. Green, III | 104,939 | 415 | 30,784 | 277,452 | * | |||||||||||||||
G. Sanders Griffith, III | 200,770 | 3,424 | 71,879 | 485,261 | * | |||||||||||||||
V. Nathaniel Hansford | 124,749 | 424,239 | 500 | 549,488 | * | |||||||||||||||
John P. Illges, III | 281,204 | 441,429 | 500 | 723,133 | * | |||||||||||||||
Elizabeth R. James | 32,997 | — | 4,754 | 148,646 | * | |||||||||||||||
Alfred W. Jones III | 10,079 | — | 500 | 10,579 | * | |||||||||||||||
Mason H. Lampton | 97,020 | 178,981 | (3) | 500 | 276,501 | * | ||||||||||||||
Elizabeth C. Ogie | 477,263 | 3,001,567 | (4) | 500 | 3,479,330 | 1 | ||||||||||||||
H. Lynn Page | 721,418 | 11,515 | 500 | 733,433 | * | |||||||||||||||
J. Neal Purcell | 10,309 | — | 500 | 10,809 | * | |||||||||||||||
Melvin T. Stith | 8,205 | 117 | 500 | 8,822 | * | |||||||||||||||
William B. Turner, Jr. | 418,244 | 2,867,526 | (4) | 500 | 3,286,270 | 1 | ||||||||||||||
James D. Yancey | 1,182,869 | 88,532 | 500 | 2,753,063 | 1 | |||||||||||||||
Directors and Executive Officers as a Group (26 persons) | 7,160,761 | 6,155,802 | 255,438 | 17,456,470 | 5.5 |
Shares of | ||||||||||||||||||||
Shares of | Synovus | Shares of | ||||||||||||||||||
Synovus | Stock | Synovus | ||||||||||||||||||
Stock | Beneficially | Stock | ||||||||||||||||||
Beneficially | Owned | Beneficially | Percentage of | |||||||||||||||||
Owned | with | Owned | Total | Outstanding | ||||||||||||||||
with Sole | Shared | with Sole | Shares of | Shares of | ||||||||||||||||
Voting | Voting | Voting | Synovus | Synovus | ||||||||||||||||
And | And | and no | Stock | Stock | ||||||||||||||||
Investment | Investment | Investment | Beneficially | Beneficially | ||||||||||||||||
Power | Power | Power | Owned | Owned | ||||||||||||||||
as of | as of | as of | as of | as of | ||||||||||||||||
Name | 12/31/06 | 12/31/06 | 12/31/06 | 12/31/06(1) | 12/31/06 | |||||||||||||||
Daniel P. Amos | 52,315 | 58,860 | 1,000 | 112,175 | * | |||||||||||||||
Richard E. Anthony | 576,559 | 187,754 | 83,245 | 1,185,228 | * | |||||||||||||||
James H. Blanchard | 1,263,144 | 194,788 | 23,805 | 4,612,340 | 1 | |||||||||||||||
Richard Y. Bradley | 30,984 | 84,887 | 1,000 | 116,871 | * | |||||||||||||||
Frank W. Brumley | 26,764 | 55,286 | 1,000 | 83,050 | * | |||||||||||||||
Elizabeth W. Camp | 24,286 | 2,703 | 1,000 | 27,989 | * | |||||||||||||||
Gardiner W. Garrard, Jr. | 204,147 | 786,933 | 1,000 | 992,080 | * | |||||||||||||||
T. Michael Goodrich | 173,548 | 19,180 | (2) | 1,000 | 193,728 | * | ||||||||||||||
Frederick L. Green, III | 112,952 | 464 | 39,187 | 307,391 | * | |||||||||||||||
G. Sanders Griffith, III | 202,484 | 3,521 | 86,963 | 517,091 | * | |||||||||||||||
V. Nathaniel Hansford | 124,817 | 416,589 | 1,000 | 542,406 | * | |||||||||||||||
Elizabeth R. James | 33,555 | — | 18,187 | 176,071 | * | |||||||||||||||
Alfred W. Jones III | 11,392 | — | 1,000 | 12,392 | * | |||||||||||||||
Mason H. Lampton | 98,295 | 178,981 | (3) | 1,000 | 278,276 | * | ||||||||||||||
Elizabeth C. Ogie | 482,841 | 2,921,797 | (4) | 1,000 | 3,405,638 | 1 | ||||||||||||||
H. Lynn Page | 714,262 | 11,515 | 1,000 | 726,777 | * | |||||||||||||||
Thomas J. Prescott | 45,765 | — | 17,348 | 190,284 | * | |||||||||||||||
J. Neal Purcell | 11,441 | — | 1,000 | 12,441 | * | |||||||||||||||
Melvin T. Stith | 8,760 | 120 | 1,000 | 9,880 | * | |||||||||||||||
William B. Turner, Jr. | 407,245 | 2,791,167 | (4) | 1,000 | 3,199,412 | 1 | ||||||||||||||
James D. Yancey | 909,979 | 87,532 | 1,000 | 1,829,240 | 1 | |||||||||||||||
Directors and Executive Officers as a Group (24 persons) | 5,683,730 | 5,019,095 | 315,473 | 16,117,903 | 4.9 |
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* | Less than one percent of the outstanding shares of Synovus stock. |
(1) | The totals shown in the table above for the |
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Name | Stock Options | Pledged Shares | ||||||
Richard E. Anthony | 337,670 | 9,675 | ||||||
James H. Blanchard | 3,130,603 | 644,500 | ||||||
Frederick L. Green, III | 154,788 | 3,000 | ||||||
Gardiner W. Garrard, Jr. | — | 147,077 | ||||||
G. Sanders Griffith, III | 224,123 | — | ||||||
V. Nathaniel Hansford | — | 223,870 | ||||||
Elizabeth R. James | 124,329 | — | ||||||
Mason H. Lampton | — | 58,275 | ||||||
Elizabeth C. Ogie | — | 221,669 | ||||||
H. Lynn Page | — | 66,468 | ||||||
Thomas J. Prescott | 127,171 | — | ||||||
James D. Yancey | 830,729 | 212,000 |
(2) | Includes | |
(3) | Includes 176,187 shares of Synovus stock held in a trust for which Mr. Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership of | |
(4) | Includes |
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[In
• | Reviewed and discussed with management and KPMG LLP Synovus’ audited consolidated financial statements as of and for the year ended December 31, | |
• | Discussed with KPMG LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees); and | |
• | Received from KPMG LLP the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with KPMG LLP their independence. |
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2005 | 2004 | |||||||
Audit Fees(1) | $ | 2,993,000 | $ | 2,994,000 | ||||
Audit Related Fees(2) | 1,331,000 | 1,719,000 | ||||||
Tax Fees(3) | 355,000 | 416,000 | ||||||
All Other Fees(4) | -0- | 52,000 | ||||||
Total | $ | 4,679,000 | $ | 5,181,000 | ||||
2006 | 2005 | |||||||
Audit Fees(1) | $ | 3,408,000 | $ | 2,993,000 | ||||
Audit Related Fees(2) | 1,965,000 | 1,331,000 | ||||||
Tax Fees(3) | 495,000 | 355,000 | ||||||
All Other Fees | -0- | -0- | ||||||
Total | $ | 5,868,000 | $ | 4,679,000 | ||||
(1) | Audit fees represent fees for professional services provided in connection with the audits of Synovus’ consolidated financial statements and | |
(2) | Audit related fees consisted principally of fees for accounting research, certain agreed upon procedures engagements, certain internal control reports, employee benefit plan audits and due diligence services related to acquisitions. | |
(3) | Tax fees consisted of fees for tax compliance/preparation ($ | |
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• | the objectives of our compensation program (found in the section entitled “Compensation Philosophy and Overview”); | |
• | what our compensation program is designed to reward (also described in the section entitled “Compensation Philosophy and Overview”); | |
• | each element of compensation (set forth in the section entitled “Primary Elements of Compensation”); | |
• | why each element was chosen (described with each element of compensation including base pay, short-term incentives and long-term incentives); | |
• | how amounts and formulas for pay are determined (also described with each element of compensation including base pay, short-term incentives and long-term incentives); and | |
• | 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 “Benchmarking”). |
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EPS Percentage Growth | Percent of Target Bonus Paid | |
15% | 200% | |
14.5% | 175% | |
14.0% | 150% | |
13.5% | 125% | |
13.0% | 100% | |
12.0% | 90% | |
10.0% | 70% | |
8.0% | 50% | |
6.0% | 40% | |
4.0% | 30% | |
2.0% | 20% | |
0.0% | 0% |
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Percentile of3-year SNV TSR | |||||||||||||||||||||||||
vs. KBW 50 | |||||||||||||||||||||||||
90th | 75% | 100% | 150% | 200% | 250% | ||||||||||||||||||||
70th | 50% | 100% | 125% | 150% | 200% | ||||||||||||||||||||
50th | 50% | 75% | 100% | 125% | 150% | ||||||||||||||||||||
30th | 50% | 50% | 75% | 100% | 100% | ||||||||||||||||||||
<30th | * | 50% | 50% | 75% | 75% | ||||||||||||||||||||
<4% | 4% | 8% | 10% | 16% | |||||||||||||||||||||
3-Year Annualized Synovus TSR | |||||||||||||||||||||||||
* | Long-term incentives are awarded at 50% of target and solely in stock options as described below. |
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SUMMARY COMPENSATION TABLE
Long-Term | |||||||||||||||||||||||||||||
Annual Compensation | Compensation Awards | ||||||||||||||||||||||||||||
Other | Restricted | ||||||||||||||||||||||||||||
Annual | Stock | Securities | All Other | ||||||||||||||||||||||||||
Compensation | Award(s) | Underlying | Compensation | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | (1) | (2) | Options/SARs | (3) | ||||||||||||||||||||||
Richard E. Anthony | 2005 | $ | 643,050 | $ | 964,575 | $ | 10,000 | $ | 1,700,000 | 57,047 | $ | 263,658 | |||||||||||||||||
President and Chief | 2004 | 510,000 | 510,000 | 10,000 | -0- | 45,620 | 113,369 | ||||||||||||||||||||||
Executive Officer | 2003 | 441,606 | 66,092 | 10,000 | -0- | -0- | 81,806 | ||||||||||||||||||||||
James H. Blanchard | 2005 | 743,200 | 1,114,800 | -0- | -0- | 90,716 | 331,830 | ||||||||||||||||||||||
Chairman of the Board | 2004 | 811,000 | 811,000 | -0- | -0- | 89,300 | 196,816 | ||||||||||||||||||||||
2003 | 765,000 | -0- | 5,000 | -0- | -0- | 179,457 | |||||||||||||||||||||||
G. Sanders Griffith, III | 2005 | 397,500 | 417,375 | -0- | 143,246 | 16,023 | 99,735 | ||||||||||||||||||||||
Senior Executive Vice | 2004 | 382,000 | 267,400 | -0- | -0- | 31,518 | 61,039 | ||||||||||||||||||||||
President, General | 2003 | 360,000 | 49,140 | -0- | -0- | -0- | 44,774 | ||||||||||||||||||||||
Counsel and Secretary | |||||||||||||||||||||||||||||
Frederick L. Green, III | 2005 | 359,000 | 376,950 | 5,000 | 825,627 | 14,052 | 139,025 | ||||||||||||||||||||||
Vice Chairman | 2004 | 335,000 | 234,500 | -0- | -0- | 16,782 | 197,851 | ||||||||||||||||||||||
2003 | 280,000 | 41,623 | -0- | -0- | -0- | 89,025 | |||||||||||||||||||||||
Elizabeth R. James | 2005 | 354,000 | 371,700 | 5,000 | 127,502 | 14,262 | 123,800 | ||||||||||||||||||||||
Vice Chairman | 2004 | 340,000 | 238,000 | -0- | -0- | 28,016 | 86,511 | ||||||||||||||||||||||
and Chief People Officer | 2003 | 320,000 | 43,680 | -0- | -0- | -0- | 66,944 |
did not receive any compensation that is reportable under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column because, as described in the Compensation Discussion and Analysis, Synovus has no defined benefit pension plans and does not pay above-market interest on deferred compensation. The 2006 retirement plan contributions and earnings for the named executive officers are set forth in the “All Other Compensation” column.
Change in | ||||||||||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||||||||||
Nonquali- | ||||||||||||||||||||||||||||||||||||
fied | ||||||||||||||||||||||||||||||||||||
Non-Equity | Deferred | |||||||||||||||||||||||||||||||||||
Incentive | Compen- | All Other | ||||||||||||||||||||||||||||||||||
Stock | Option | Plan Com- | sation | Compen- | ||||||||||||||||||||||||||||||||
Name and Principal | Salary | Bonus | Awards | Awards | pensation | Earnings | sation | Total | ||||||||||||||||||||||||||||
Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
Richard E. Anthony Chairman of the Board and Chief Executive Officer | 2006 | $ | 819,000 | — | $ | 615,086 | $ | 728,840 | $ | 1,433,250 | — | $ | 447,929(3 | )(4)(8) | $ | 4,044,095 | ||||||||||||||||||||
Thomas J. Prescott Executive Vice President and Chief Financial Officer | 2006 | 364,000 | — | 148,830 | 496,636 | 445,900 | — | 173,368(4 | )(5)(7) | 1,628,734 | ||||||||||||||||||||||||||
James H. Blanchard Chairman of the Board, Retired | 2006 | 497,992 | — | — | 2,949,566 | 871,486 | — | 659,712(3 | )(4)(5)(6) | 4,978,756 | ||||||||||||||||||||||||||
G. Sanders Griffith, III Senior Executive Vice President, General Counsel and Secretary | 2006 | 413,000 | — | 175,280 | 517,609 | 505,925 | — | 141,925(4 | )(8) | 1,753,739 | ||||||||||||||||||||||||||
Elizabeth R. James Vice Chairman and Chief People Officer | 2006 | 375,500 | — | 156,073 | 502,520 | 459,988 | — | 202,954(3 | )(4)(5) | 1,697,035 | ||||||||||||||||||||||||||
Frederick L. Green, III President and Chief Operating Officer | 2006 | 408,333 | — | 297,054 | 124,443 | 522,083 | — | 235,482(3 | )(4)(5)(7) | 1,587,395 |
(1) | The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for 2006 in accordance with FAS 123(R) and include amounts from awards granted in 2006 and prior to 2006. For a discussion of the restricted stock awards reported in this column, see Note 15 of Notes to Consolidated Financial Statements in the Financial Appendix. | |
(2) | The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for 2006 in accordance with FAS 123(R) and include amounts from awards granted in 2006 and prior to 2006. For a discussion of the assumptions made in the valuation of the stock option awards reported in this column, see Note 15 of Notes to Consolidated Financial Statements in the Financial Appendix. | |
(3) | Amount includes director fees paid in cash of $91,100, $99,100, $51,100 and $35,000 for |
39
(4) | Amount includes allocations to qualified defined contribution plans of $35,200 for each executive; allocations (including earnings) to nonqualified deferred compensation plans of $304,119, $123,239, $309,284, $106,725, $125,620 and $108,897 for Messrs. Anthony, Prescott, Blanchard, Griffith and Green and Ms. James, respectively; and deferred compensation of $7,800 paid to Mr. Blanchard pursuant to the provisions of a prior employment agreement between Mr. Blanchard and Synovus. | |
(5) | Amount includes the costs incurred by Synovus in connection with providing the perquisites of reimbursement for financial planning services and the provision of an automobile allowance. Amount also includes the incremental cost to Synovus for reimbursement of country club dues, if any, and the incremental cost to Synovus for personal | |
(6) | In addition to the items noted in footnote (5), the amount also includes the incremental cost to Synovus, if any, of security alarm monitoring; the cost of spousal entertainment (recreational activities at the TSYS Board retreat); the cost of providing office space and administrative assistance subsequent to Mr. Blanchard’s retirement in October 2006, which costs would be categorized as “All Other Compensation” if set forth in the Director Compensation Table; and $61,166, which is the amount paid by Synovus for a painting that was presented to Mr. Blanchard as a retirement gift and $28,883 for the reimbursement of taxes owed with respect to his receipt of the retirement gift. Amounts for the security alarm monitoring, spousal entertainment, office space and administrative assistance are not quantified because they do not exceed the greater of $25,000 or 10% of the total amount of perquisites. | |
(7) | In addition to the items noted in footnote (5), the amount also includes for Mr. Green the costs incurred by Synovus for spousal entertainment (recreational activities at the TSYS Board retreat) and for Mr. Prescott the incremental cost incurred by Synovus, if any, for security alarm monitoring. Amounts for these items are not quantified because they do not exceed $25,000 or 10% of the total amount of perquisites. | |
(8) | Amount excludes perquisites because the |
40
All Other | All Other | |||||||||||||||||||||||||||||||||||||||||||||||
Stock | Option | |||||||||||||||||||||||||||||||||||||||||||||||
Awards: | Awards: | |||||||||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under | Estimated Future Payouts Under | Number | Number of | Exercise or | Grant Date | |||||||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards (2) | Equity Incentive Plan Awards | of Shares | Securities | Base Price | Fair Value | |||||||||||||||||||||||||||||||||||||||||||
Action | Thresh- | Thresh- | Maxi- | of Stock | Underlying | of Option | of Stock and | |||||||||||||||||||||||||||||||||||||||||
Grant | Date | old | Target | Maximum | old | Target | mum | or Units | Options | Awards | Option | |||||||||||||||||||||||||||||||||||||
Name | Date | (1) | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | (#)(4) | ($/Sh) | Awards | ||||||||||||||||||||||||||||||||||||
Richard E. Anthony | 1-31-06 | 1-18-06 | 32,536 | — | — | $ | 900,271 | |||||||||||||||||||||||||||||||||||||||||
1-31-06 | 1-18-06 | — | 97,608 | $ | 27.67 | 641,285 | ||||||||||||||||||||||||||||||||||||||||||
$ | 0 | $ | 819,000 | $ | 1,638,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Thomas J. Prescott | 1-31-06 | 1-18-06 | 12,902 | — | — | 356,998 | ||||||||||||||||||||||||||||||||||||||||||
1-31-06 | 1-18-06 | — | 38,706 | 27.67 | 254,298 | |||||||||||||||||||||||||||||||||||||||||||
0 | 254,800 | 509,600 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
James H. Blanchard | 1-31-06 | 1-18-06 | — | 225,619 | 27.67 | 1,335,664 | ||||||||||||||||||||||||||||||||||||||||||
0 | 497,992 | 995,984 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
G. Sanders Griffith, III | 1-31-06 | 1-18-06 | 15,084 | — | — | 417,374 | ||||||||||||||||||||||||||||||||||||||||||
1-31-06 | 1-18-06 | — | 45,252 | 27.67 | 297,306 | |||||||||||||||||||||||||||||||||||||||||||
0 | 289,100 | 578,200 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Elizabeth R. James | 1-31-06 | 1-18-06 | 13,433 | — | — | 371,691 | ||||||||||||||||||||||||||||||||||||||||||
1-31-06 | 1-18-06 | — | 40,300 | 27.67 | 264,771 | |||||||||||||||||||||||||||||||||||||||||||
0 | 262,850 | 525,700 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Frederick L. Green, III | 1-31-06 | 1-18-06 | 13,623 | — | — | 376,948 | ||||||||||||||||||||||||||||||||||||||||||
1-31-06 | 1-18-06 | 40,869 | 27.67 | 268,509 | ||||||||||||||||||||||||||||||||||||||||||||
0 | 298,333 | 596,666 | — | — | — |
(1) | The Synovus Compensation Committee met on January 18, 2006 and approved the | |
(2) | The amounts shown in this column represent the minimum, target and maximum amounts payable under Synovus’ Executive Cash Bonus Plan for 2006. Awards are paid in cash and are based upon attainment of adjusted earnings per share growth goals. | |
(3) | The number set forth in this column reflects the number of shares of restricted stock | |
(4) | The number set forth in this column reflects the number of stock options granted to each executive during 2006. The stock option awards vest over a three-year period, withone-third of the shares vesting on each of the first, second and third anniversaries of the date of grant. Vesting is based upon continued employment through the vesting date. |
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Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||||||||||||||
Plan | ||||||||||||||||||||||||||||||||||||
Awards: | ||||||||||||||||||||||||||||||||||||
Equity | Number | Equity | ||||||||||||||||||||||||||||||||||
Incentive | Number | of | Incentive Plan | |||||||||||||||||||||||||||||||||
Plan | of | Unearned | Awards: | |||||||||||||||||||||||||||||||||
Awards: | Shares | Market | Shares, | Market or | ||||||||||||||||||||||||||||||||
Number of | Number of | Number of | or Units | Value of | Units or | Payout Value of | ||||||||||||||||||||||||||||||
Securities | Securities | Securities | of Stock | Shares or | Other | Unearned | ||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | That | Units of | Rights | Shares, Units or | ||||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Have | Stock That | That | Other Rights | |||||||||||||||||||||||||||||
Options | Options | Unearned | Exercise | Option | Not | Have Not | Have Not | That Have Not | ||||||||||||||||||||||||||||
(#) | (#) | Options | Price | Expiration | Vested | Vested | Vested | Vested | ||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||||
Richard E. Anthony(1) | 78,368 | — | — | $ | 18.38 | 06/30/07 | — | — | 50,709 | $ | 1,563,358 | |||||||||||||||||||||||||
69,120 | — | — | 20.83 | 01/12/08 | 32,536 | $ | 1,003,085 | — | — | |||||||||||||||||||||||||||
59,672 | — | — | 22.88 | 02/08/09 | — | — | — | — | ||||||||||||||||||||||||||||
150 | — | — | 19.19 | 07/19/07 | — | — | — | — | ||||||||||||||||||||||||||||
16,217 | — | — | 18.06 | 01/19/10 | — | — | — | — | ||||||||||||||||||||||||||||
— | 400,000 | — | 17.69 | 06/28/10 | — | — | — | — | ||||||||||||||||||||||||||||
12,778 | — | — | 26.44 | 01/16/11 | — | — | — | — | ||||||||||||||||||||||||||||
23,208 | — | — | 26.50 | 04/28/12 | — | — | — | — | ||||||||||||||||||||||||||||
45,620 | — | — | 25.70 | 01/20/14 | — | — | — | — | ||||||||||||||||||||||||||||
— | 57,047 | — | 26.82 | 01/20/15 | — | — | — | — | ||||||||||||||||||||||||||||
— | 97,608 | — | 27.67 | 01/30/16 | — | — | — | — | ||||||||||||||||||||||||||||
Thomas J. Prescott(2) | 23,976 | — | — | 20.83 | 01/12/08 | 4,446 | 137,070 | — | — | |||||||||||||||||||||||||||
20,970 | — | — | 22.88 | 02/08/09 | 12,902 | 397,769 | — | — | ||||||||||||||||||||||||||||
150 | — | — | 19.19 | 07/19/07 | — | — | — | — | ||||||||||||||||||||||||||||
11,409 | — | — | 18.06 | 01/19/10 | — | — | — | — | ||||||||||||||||||||||||||||
— | 400,000 | — | 17.69 | 06/28/10 | — | — | — | — | ||||||||||||||||||||||||||||
15,932 | — | — | 26.44 | 01/16/11 | — | — | — | — | ||||||||||||||||||||||||||||
15,566 | — | — | 26.50 | 04/28/12 | — | — | — | — | ||||||||||||||||||||||||||||
26,265 | — | — | 25.70 | 01/20/14 | — | — | — | — | ||||||||||||||||||||||||||||
— | 13,339 | — | 26.82 | 01/20/15 | — | — | — | — | ||||||||||||||||||||||||||||
— | 38,706 | — | 27.67 | 01/30/16 | — | — | — | — | ||||||||||||||||||||||||||||
James H. Blanchard | 240,113 | — | — | 18.38 | 06/30/07 | — | — | — | — | |||||||||||||||||||||||||||
375,000 | — | — | 14.50 | 11/02/07 | — | — | — | — | ||||||||||||||||||||||||||||
211,779 | — | — | 20.83 | 01/12/08 | — | — | — | — | ||||||||||||||||||||||||||||
170,751 | — | — | 22.88 | 02/08/09 | — | — | — | — | ||||||||||||||||||||||||||||
150 | — | — | 19.19 | 07/19/07 | — | — | — | — | ||||||||||||||||||||||||||||
500,000 | — | — | 19.06 | 09/12/09 | — | — | — | — | ||||||||||||||||||||||||||||
92,875 | — | — | 18.06 | 01/19/10 | — | — | — | — | ||||||||||||||||||||||||||||
582,125 | — | — | 18.06 | 01/19/10 | — | — | — | — | ||||||||||||||||||||||||||||
417,875 | — | — | 18.00 | 05/04/10 | — | — | — | — | ||||||||||||||||||||||||||||
72,489 | — | — | 26.44 | 01/16/11 | — | — | — | — | ||||||||||||||||||||||||||||
61,811 | — | — | 26.50 | 04/28/12 | — | — | — | — | ||||||||||||||||||||||||||||
89,300 | — | — | 25.70 | 01/20/14 | — | — | — | — | ||||||||||||||||||||||||||||
90,716 | — | — | 26.82 | 01/20/15 | — | — | — | — | ||||||||||||||||||||||||||||
225,619 | — | — | 27.67 | 01/30/16 | — | — | — | — | ||||||||||||||||||||||||||||
G. Sanders Griffith, III(3) | 59,076 | — | — | 20.83 | 01/12/08 | 5,341 | 164,663 | — | — | |||||||||||||||||||||||||||
50,125 | — | — | 22.88 | 02/08/09 | 15,084 | 465,040 | — | — | ||||||||||||||||||||||||||||
150 | — | — | 19.19 | 07/19/07 | — | — | — | — | ||||||||||||||||||||||||||||
27,279 | — | — | 18.06 | 01/19/10 | — | — | — | — | ||||||||||||||||||||||||||||
— | 400,000 | — | 17.69 | 06/28/10 | — | — | — | — | ||||||||||||||||||||||||||||
21,574 | — | — | 26.44 | 01/16/11 | — | — | — | — |
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�� | ||||||||||||||||||||||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||||||||||||||
Plan | ||||||||||||||||||||||||||||||||||||
Awards: | ||||||||||||||||||||||||||||||||||||
Equity | Number | Equity | ||||||||||||||||||||||||||||||||||
Incentive | Number | of | Incentive Plan | |||||||||||||||||||||||||||||||||
Plan | of | Unearned | Awards: | |||||||||||||||||||||||||||||||||
Awards: | Shares | Market | Shares, | Market or | ||||||||||||||||||||||||||||||||
Number of | Number of | Number of | or Units | Value of | Units or | Payout Value of | ||||||||||||||||||||||||||||||
Securities | Securities | Securities | of Stock | Shares or | Other | Unearned | ||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | That | Units of | Rights | Shares, Units or | ||||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Have | Stock That | That | Other Rights | |||||||||||||||||||||||||||||
Options | Options | Unearned | Exercise | Option | Not | Have Not | Have Not | That Have Not | ||||||||||||||||||||||||||||
(#) | (#) | Options | Price | Expiration | Vested | Vested | Vested | Vested | ||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||||
19,316 | — | — | 26.50 | 04/28/12 | — | — | — | — | ||||||||||||||||||||||||||||
31,518 | — | — | 25.70 | 01/20/14 | — | — | — | — | ||||||||||||||||||||||||||||
— | 16,023 | — | 26.82 | 01/20/15 | — | — | — | — | ||||||||||||||||||||||||||||
— | 45,252 | — | 27.67 | 01/30/16 | — | — | — | — | ||||||||||||||||||||||||||||
Elizabeth R. James(4) | 20,088 | — | — | 20.83 | 01/12/08 | 4,754 | 146,566 | — | — | |||||||||||||||||||||||||||
18,925 | — | — | 22.88 | 02/08/09 | 13,433 | 414,139 | — | — | ||||||||||||||||||||||||||||
10,290 | — | — | 18.06 | 01/19/10 | — | — | — | — | ||||||||||||||||||||||||||||
— | 400,000 | — | 17.69 | 06/28/10 | — | — | — | — | ||||||||||||||||||||||||||||
16,595 | — | — | 26.44 | 01/16/11 | — | — | — | — | ||||||||||||||||||||||||||||
16,981 | — | — | 26.50 | 04/28/12 | — | — | — | — | ||||||||||||||||||||||||||||
28,016 | — | — | 25.70 | 01/20/14 | — | — | — | — | ||||||||||||||||||||||||||||
— | 14,262 | — | 26.82 | 01/20/15 | — | — | — | — | ||||||||||||||||||||||||||||
— | 40,300 | — | 27.67 | 01/30/16 | — | — | — | — | ||||||||||||||||||||||||||||
Frederick L. Green, III(5) | 32,400 | — | — | 20.83 | 01/12/08 | 20,880 | 643,730 | — | — | |||||||||||||||||||||||||||
35,803 | — | — | 22.88 | 02/08/09 | 4,684 | 144,408 | — | — | ||||||||||||||||||||||||||||
150 | — | — | 19.19 | 07/19/07 | 13,623 | 419,997 | — | — | ||||||||||||||||||||||||||||
19,993 | — | — | 18.06 | 01/19/10 | — | — | — | — | ||||||||||||||||||||||||||||
15,932 | — | — | 26.44 | 01/16/11 | — | — | — | — | ||||||||||||||||||||||||||||
10,104 | — | — | 26.50 | 04/28/12 | — | — | — | — | ||||||||||||||||||||||||||||
16,782 | — | — | 25.70 | 01/20/14 | — | — | — | — | ||||||||||||||||||||||||||||
10,000 | — | — | 24.93 | 02/02/14 | — | — | — | — | ||||||||||||||||||||||||||||
— | 14,052 | — | 26.82 | 01/20/15 | — | — | — | — | ||||||||||||||||||||||||||||
— | 40,869 | — | 27.67 | 01/30/16 | — | — | — | — |
(1) | With respect to Mr. Anthony’s unexercisable stock options, the 400,000 share grant vests on June 29, 2007, the 57,047 share grant vests on January 21, 2008, and the 97,608 share grant vests in equal installments of one-third each on January 31, 2007, January 31, 2008 and January 31, 2009. The 57,047 and 97,608 share grants also vest upon retirement, death or disability, a change of control, or upon an involuntary termination not for cause. With respect to Mr. Anthony’s 32,536 share restricted stock award that has not vested, the award vests in equal installments of one-third each on January 31, 2007, January 31, 2008 and January 31, 2009. In addition, the performance-based restricted stock award of 63,386 shares granted to Mr. Anthony | |
(2) | With respect to Mr. Prescott’s unexercisable stock options, the 400,000 share grant vests on June 29, 2007, the 13,339 share grant vests on January 21, 2008, and the 38,706 share grant vests in equal installments of one-third each on January 31, 2007, January 31, 2008 and January 31, 2009. The 13,339 and 38,706 share grants also vest upon retirement, death or disability, a | |
(3) | With respect to Mr. Griffith’s unexercisable stock options, the 400,000 share grant vests on June 29, 2007, the 16,023 share grant vests on January 21, 2008, and the 45,252 share grant vests in equal installments of one-third each on January 31, 2007, January 31, 2008 and January 31, 2009. The | |
(4) | With respect to Ms. James’ unexercisable stock options, the 400,000 share grant vests on June 29, 2007, the 14,262 share grant vests on January 21, 2008, and |
43
26
each on January 31, 2007, January 31, 2008 and January 31, 2009. The 14,262 and 40,300 share grants also vest upon retirement, death or disability, a change of control, or upon an involuntary termination not for cause. With respect to Ms. James’ restricted stock awards that have not vested, the 4,754 restricted share grant vests on January 21, 2008 and the 13,433 restricted share grant vests in three equal installments on January 31, 2007, January 31, 2008 and January 31, 2009. |
(5) | With respect to Mr. Green’s unexercisable stock options, the 14,052 share grant vests on January 21, 2008, and the 40,869 share grant vests in equal installments of one-third each on January 31, 2007, January 31, 2008 and January 31, 2009. These share grants also vest upon retirement, death or disability, a change of control, or upon an involuntary termination not for cause. With respect to Mr. Green’s restricted stock awards that have not vested, the 4,684 restricted share grant vests on January 21, 2008, the 20,880 restricted share grant vests in four equal installments on January 21, 2007, January 21, 2008, January 21, 2009 and January 21, 2010, and the 13,623 restricted share grant vests in three equal installments on January 31, 2007, January 31, 2008 and January 31, 2009. |
the second event is the actual or constructive termination of the executive within two years following the date of the change of control. “Change of control” is defined, in general, as the acquisition of 20% of Synovus’ stock by any “person” as defined under the Securities Exchange Act, turnover of more than one-third of the Board of Directors of Synovus, or a merger of Synovus with another company if the former shareholders of Synovus own less than 60% of the surviving company. For purposes of these agreements, a constructive termination is a material adverse reduction in an executive’s position, duties or responsibilities, relocation of the executive more than 35 miles from where the executive is employed, or a material reduction in the executive’s base salary, bonus or other employee benefit plans.
OPTION/ SAR GRANTS IN LAST FISCAL YEARtriggering events occurred on December 31, 2006.
Individual Grants | ||||||||||||||||||||||||
% of Total | ||||||||||||||||||||||||
Options | Potential Realized Value at | |||||||||||||||||||||||
SARs | Assumed Annual Rates of | |||||||||||||||||||||||
Options/ | Granted to | Exercise | Stock Price Appreciation | |||||||||||||||||||||
SARs | Employees | or Base | For Option Term(1) | |||||||||||||||||||||
Granted | in Fiscal | Price | Expiration | |||||||||||||||||||||
Name | (#) | Year | ($/Share) | Date | 5%($) | 10%($) | ||||||||||||||||||
Richard E. Anthony | 57,047 | (2) | 2.2 | % | $ | 26.82 | 1/20/2015 | $ | 962,209 | $ | 2,438,427 | |||||||||||||
James H. Blanchard | 90,716 | (2) | 3.6 | 26.82 | 1/20/2015 | 1,530,103 | 3,877,580 | |||||||||||||||||
G. Sanders Griffith, III | 16,023 | (2) | 0.6 | 26.82 | 1/20/2015 | 270,259 | 684,890 | |||||||||||||||||
Frederick L. Green, III | 14,052 | (2) | 0.6 | 26.82 | 1/20/2015 | 237,014 | 600,641 | |||||||||||||||||
Elizabeth R. James | 14,262 | (2) | 0.6 | 26.82 | 1/20/2015 | 240,556 | 609,617 |
Average Pro-Rata 3-Yrs Target 3x Short-Term Short-Term Health & Stock Stock Excise Tax Base Incentive Incentive Welfare Award Option Gross- Salary Award Award Benefits Vesting Vesting(1) up(2) Total Richard E. Anthony $ 2,457,000 $ 723,450 $ 819,000 $ 35,280 $ 2,566,443 $ 537,199 $ 1,007,373 $ 8,145,745 Thomas J. Prescott 1,092,000 283,920 254,800 35,280 534,839 175,800 — 2,376,639 G. Sanders Griffith, III 1,239,000 322,140 289,100 35,280 629,703 207,248 — 2,722,471 Elizabeth R. James 1,126,500 292,890 262,850 35,280 560,705 184,359 192,937 2,655,521 Frederick L. Green, III 1,500,000 390,000 425,000 35,280 1,208,135 185,495 666,968 4,410,878
(1) | Estimated by multiplying number of options that vest upon change of control by difference in fair market value on December 31, 2006 and | |
(2) | Estimated using entire amount in “Stock Award Vesting” and “Stock Option Vesting” columns and dividing the estimated excise tax amount by 43.55%, which percentage is designed to |
AGGREGATED OPTION/ SAR EXERCISES IN LAST FISCAL YEAR
Number of Securities | Value of | |||||||||||||||||||||||
Underlying Unexercised | Unexercised In-the-Money | |||||||||||||||||||||||
Options/SARs at | Options/SARs at | |||||||||||||||||||||||
Shares | Value | FY-End(#) | FY-End($)(1) | |||||||||||||||||||||
Acquired on | Realized | |||||||||||||||||||||||
Name | Exercise(#) | ($)(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Richard E. Anthony | -0- | -0- | 259,663 | 502,667 | $ | 1,516,556 | $ | 3,799,601 | ||||||||||||||||
James H. Blanchard | -0- | -0- | 1,225,118 | 1,680,016 | 9,684,688 | 13,081,586 | ||||||||||||||||||
G. Sanders Griffith, III | 254,480 | $ | 2,923,997 | 177,670 | 447,541 | 840,357 | 3,773,333 | |||||||||||||||||
Frederick L. Green, III | 56,250 | 988,081 | 114,532 | 40,834 | 543,249 | 45,454 | ||||||||||||||||||
Elizabeth R. James | 23,076 | 198,596 | 82,879 | 442,278 | 312,555 | 3,768,411 |
44
Employment
Long-Term Incentive Plans.Under the terms Mr. Blanchard received deferred compensation payments of Synovus’ 1992, 1994, 2000 and 2002 Long-Term Incentive Plans, all awards become automatically vested$7,800 for 2006 under his Employment Agreement, which amount is reflected in the event“All Other Compensation” column in the Summary Compensation Table.
Option Awards | Stock Awards | |||||||||||||||
Number of | Number of | |||||||||||||||
Shares Acquired | Value Realized | Shares Acquired | Value Realized | |||||||||||||
on Exercise | on Exercise | on Vesting | on Vesting | |||||||||||||
Name | (#) | ($) | (#) | ($) | ||||||||||||
Richard E. Anthony | 150 | $ | 4,025 | 852 | $ | 22,595 | ||||||||||
— | — | 12,677 | 338,729 | |||||||||||||
Thomas J. Prescott | 150 | 3,972 | — | — | ||||||||||||
27,183 | 785,176 | — | — | |||||||||||||
James H. Blanchard | 150 | 4,025 | — | — | ||||||||||||
G. Sanders Griffith, III | 150 | 4,140 | — | — | ||||||||||||
Elizabeth R. James | — | — | — | — | ||||||||||||
Frederick L. Green, III | 150 | 4,097 | 5,220 | 140,575 |
45
Executive | Registrant | Aggregate | Aggregate | Aggregate | ||||||||||||||||||||
Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | ||||||||||||||||||||
in Last FY | in Last FY | Last FY | Distributions | Last FYE | ||||||||||||||||||||
Name | ($) | ($) | ($) (1) | ($) | ($) | |||||||||||||||||||
Richard E. Anthony | — | $ | 141,458 | $ | 53,495 | — | $ | 413,252 | ||||||||||||||||
Thomas J. Prescott | — | 52,890 | 43,078 | — | 388,224 | |||||||||||||||||||
James H. Blanchard | — | 201,630 | 86,437 | — | 759,097 | |||||||||||||||||||
G. Sanders Griffith, III | — | 68,235 | 9,064 | — | 205,840 | |||||||||||||||||||
Elizabeth R. James | — | 57,300 | 24,544 | — | 298,282 | |||||||||||||||||||
Frederick L. Green, III | — | 57,525 | 35,174 | — | 329,283 |
(1) | The amount reported in this column is reported in the Summary Compensation Table for 2006 as “All Other Compensation.” |
27
Changesame or similar circumstances and the extent of Control Agreements.Synovus has entered into Changethe related party’s interest in the transaction. Certain categories of Control Agreements with Messrs. Blanchard, Anthony, Griffith and Green and with Ms. James, and certain other executive officers. Intransactions have standing pre-approval under the event of a Change of Control, an executive would receivepolicy, including the following:
• | ||
• |
46
• | transactions between Synovus and TSYS, as these transactions are, in general, required by banking laws to be on substantially the same terms as those prevailing at the time for comparable transactions with non-related parties. |
• | certain lending transactions between related parties and Synovus and any of | |
• | certain other financial services provided by Synovus or any of its subsidiaries to related parties, including retail brokerage, deposit relationships, investment banking and other | |
• | transactions subject to the TSYS Related Party Transaction Policy; and | |
• |
In order to receive these benefits, an executive must be actually or constructively terminated within two years following a Change of Control. A Change of Control under these agreements is defined as: (i) the acquisition of 20% or more of the “beneficial ownership” of Synovus’ outstanding voting stock, with certain exceptions for Turner family members; (ii) the persons serving as directors of Synovus as of January 21, 2005, and their replacements or additions, ceasing to comprise at least two-thirds of the Board members; or (iii) a merger, consolidation, reorganization or sale of Synovus’ assets unless the prior owners of Synovus own more than 60% of the new company, no person owns more than 20% of the new company, and two-thirds of the new company’s Board members are prior Board members of Synovus. In the event an executive is impacted by the Internal Revenue Service excise tax that applies to certain Change of Control arrangements, and the Change of Control payments exceed the IRS cap by more than 110%, the executive would receive additional payments so that he or she would be in the same position as if the excise tax did not apply. The Change of Control Agreements do not provide for any retirement benefits or perquisites.
28
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative shareholder return on Synovus stock with the cumulative total return of the Standard & Poor’s 500 Index and the Keefe, Bruyette & Woods 50 Bank Index for the last five fiscal years (assuming a $100 investment on December 31, 2000 and reinvestment of all dividends).
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
2000 | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||||||
Synovus | $ | 100 | $ | 95 | $ | 75 | $ | 115 | $ | 117 | $ | 114 | ||||||||||||
S&P 500 | $ | 100 | $ | 88 | $ | 69 | $ | 88 | $ | 98 | $ | 103 | ||||||||||||
KBW 50 | $ | 100 | $ | 96 | $ | 89 | $ | 119 | $ | 131 | $ | 133 |
29
COMPENSATION COMMITTEE REPORT
The Compensation Committee of Synovus is responsible for the oversight and administration of the Synovus executive compensation program. The Committee’s charter reflects these responsibilities. To fulfill its responsibilities, the Committee meets at scheduled times during the year, and also takes action by written consent. The Chairman of the Committee reports on Committee actions at meetings of the Synovus Board of Directors. Under its charter, the Committee has the authority to retain outside advisors to assist the Committee in fulfilling its responsibilities. In this regard, the Committee has directly engaged an outside compensation consultant to assist the Committee in its review of the compensation for Synovus’ executive officers.
Overall Compensation Philosophy
The Committee’s overall compensation philosophy is that a substantial portion (though not necessarily a majority) of an executive’s compensation should be “at risk” and vary with the performance of Synovus. Both the short-term and long-term performance of Synovus directly affect executive compensation — each executive’s annual bonus and retirement plan contributions vary with Synovus’ short-term performance and each executive’s long-term incentive awards vary with Synovus’ long-term performance. The Committee believes that the Synovus executive compensation program has a higher proportion of total compensation “at risk” based upon performance than the executive compensation programs at competitor companies. The Committee believes that its “at risk” philosophy effectively aligns the executive compensation program with the interests of shareholders.
Primary Components of Executive Compensation
The primary components of the Synovus executive compensation program are:
Each of these primary components is discussed below in detail.
Base Salary.Base salary is an executive’s annual rate of pay without regard to any other elements of compensation. The primary consideration used by the Committee to determine an executive’s base salary is a market comparison of comparable positions within banks similar in asset size or market capitalization to Synovus (“similar companies”) based upon the executive’s level of responsibility and experience. Base salaries are targeted in the median range of similar companies. In addition to market comparisons, internal equity and individual performance are also considered in determining an executive’s base salary. Based upon market comparisons, the Committee increased Mr. Anthony’s base salary in 2005, as well as the base salaries of Synovus’ other executive officers.
Annual Bonus.The Committee currently awards annual bonuses under two different plans, the Synovus Executive Bonus Plan (which was approved by Synovus shareholders in 2001) and the Synovus Incentive Bonus Plan. The Committee selects the participants in each Plan from year to year. For 2005, the Committee selected Messrs. Blanchard and Anthony to participate in the Executive Bonus Plan while Messrs. Griffith and Green and Ms. James were selected to participate in the Incentive Bonus Plan. Under the terms of the Plans, bonus amounts are paid as a percentage of base earnings based on the achievement of performance goals that are established each year by the Committee. The performance goals are chosen by the Committee from a variety of performance measurements. For 2005, the Committee established a payout matrix based on attainment of growth in diluted earnings per share goals for Mr. Anthony and Synovus’ other
30
Long-Term Incentives.The Committee has awarded long-term incentives in the form of stock options and restricted stock awards to executives. Restricted stock awards are designed to create equity ownership and to focus executives on the long-term performance of Synovus. Stock options provide executives with the opportunity to buy and maintain an equity interest in Synovus and to share in its capital appreciation. The Committee has established a payout matrix for long-term grants that uses total shareholder return measured by Synovus’ performance (stock price increases plus dividends) and how Synovus’ total shareholder return compares to the return of the peer group of companies appearing in the Stock Performance Graph on page 29. For the 2005 long-term incentive awards, total shareholder return and peer comparisons were measured during the 2002 to 2004 performance period. Based upon Synovus’ performance as measured by the payout matrix during the performance period, the Committee awarded Messrs. Blanchard, Anthony, Griffith and Green and Ms. James stock options of 90,716, 57,047, 16,023, 14,052 and 14,262 shares, respectively, and the Committee awarded Messrs. Griffith and Green and Ms. James restricted shares of 5,341, 4,684 and 4,754, respectively, which options and restricted shares vest on January 21, 2008. In addition, in order to reflect their promotion into new roles and their assumption of new responsibilities, the Committee awarded Mr. Anthony and Mr. Green restricted shares of 63,386 and 26,100 shares, respectively. The restricted shares granted to Mr. Anthony are performance-based, with seven 1-year performance periods. During each performance period, the Committee establishes an earnings per share goal and, if such goal is attained during the performance period, 20% of the restricted shares will vest. The restricted shares granted to Mr. Green vest as follows: 20% on January 21, 2006, 2007, 2008, 2009 and 2010.
Stock Ownership Guidelines and Hold Until Retirement Provision.The Committee has adopted Executive Stock Ownership Guidelines to align the interests of Synovus’ executive officers to that of Synovus’ shareholders. For the named executive officers, the Guideline is a number of shares equal to five (for Messrs. Blanchard and Anthony), or three (for Messrs. Griffith and Green and Ms. James) times the executive’s base salary as of January 1, 2006, divided by the average closing price of Synovus stock for the 2005 calendar year. The Guideline, which was initially effective January 1, 2004, is recalculated at the beginning of each calendar year. Executives have a five year grace period to fully achieve the Guideline, with an interim three year grace period to attain a specified percentage of the Guideline. Until the Guideline is achieved, executives are required to retain all net shares received upon the exercise of stock options, excluding shares used to pay the option’s exercise price and any taxes due upon exercise. The Guidelines permit the development of an alternative ownership plan by the Chairman of the Board and Chairman of the Compensation Committee in the event of an executive’s severe financial hardship. In 2005, the Committee added a Hold Until Retirement provision to the Guideline. Under this provision, executives who have satisfied the Guideline are required to retain ownership of 50% of all stock acquired through Synovus’ stock compensation plans, after taxes and transaction costs, until retirement, or other termination of employment.
Other Compensation Components
Synovus executives receive other benefits in addition to the components described above. Those benefits, which are described below, are retirement and health and welfare benefits, perquisites and change of control/severance agreements.
31
Retirement Plans.Synovus sponsors three qualified retirement benefit plans: the Synovus/ TSYS Money Purchase Pension Plan, the Synovus/ TSYS Profit Sharing Plan and the Synovus/ TSYS 401(k) Savings Plan (collectively the “Retirement Plans”). The Retirement Plans, which are designed to provide retirement income, are directly related to Synovus’ performance because, in addition to the annual 7% of compensation money purchase pension contribution, additional contributions can be made (up to a maximum of 14% of compensation), depending upon Synovus’ performance. For 2005, Mr. Anthony and Synovus’ other executive officers received a contribution of 7% of compensation under the Synovus/ TSYS Profit Sharing Plan and 1% of compensation under the Synovus/ TSYS 401(k) Savings Plan based upon Synovus’ performance. The Synovus/ TSYS Deferred Compensation Plan (“Deferred Plan”) is a non-qualified deferred compensation plan that replaces benefits lost under the qualified retirement plans due to legal limits. The Deferred Plan does not provide executives with an “above market” rate of return. Instead, executives’ deferred accounts under the Deferred Plan are invested among the investment alternatives offered under the Synovus/ TSYS 401(k) Savings Plan at the election of each executive.
Health and Welfare Benefits.Health and welfare benefits are designed to protect against catastrophic events, such as illness, disability and death. Executives generally receive the same health and welfare benefits offered to other Synovus team members. There were no premiums paid on split-dollar life insurance policies on behalf of Mr. Anthony or any executive officer during 2005 and, due to recent legislative changes, the Committee does not anticipate that there will be any split-dollar premiums paid in the future.
Perquisites.The Committee’s philosophy is that perquisites should be an extremely small portion of total compensation, although some perquisites are offered as a part of the executive compensation program in order to attract and retain executives. The perquisites provided to Mr. Anthony and Synovus executives during 2005 included an auto allowance, personal use of corporate aircraft, payment of club dues, and financial planning assistance. Valued on an incremental cost basis, the perquisites do not exceed the lesser of $50,000 or 10% of the annual salary and bonus for Mr. Anthony and the named executives.
Change of Control/ Severance Arrangements.With respect to severance arrangements, the Committee’s philosophy is that compensation should be earned while an executive is employed, and not after the executive has separated employment. The Committee has approved limited arrangements, however, when it deems appropriate under the circumstances. For example, the Committee has approved change of control arrangements for its executives. During 2004 and the beginning of 2005, the Committee reviewed the change of control arrangements and determined that certain provisions were not in line with the Committee’s philosophy or market practice. As a result, the Change of Control Agreements for the named executive officers were amended at the beginning of 2005 to: (1) change the definition of a “change in control” from a merger in which less than two-thirds (2/3) of shareholders carryover to a merger in which less than sixty percent (60%) of shareholders carryover, (2) eliminate the ability of an executive to trigger benefits by voluntarily resigning during the 13th month following a change of control, (3) extend the time during which an executive can receive benefits under the agreement upon an involuntary termination without cause or a voluntary termination for good reason from one year to two years, and (4) provide that a gross-up for excise taxes only occurs if the total change of control payments exceed 110% of the applicable IRS cap.
Section 162(m).Internal Revenue Code Section 162(m) limits the deductibility for federal income tax purposes of annual compensation paid by a publicly held corporation to its chief executive officer and four other highest paid executives for amounts in excess of $1 million, unless certain conditions are met. Because the Committee seeks to maximize shareholder value, the Committee has taken steps to ensure that any compensation paid to its executives in excess of $1 million is deductible. When necessary to meet the requirements for deductibility under the Internal Revenue Code, a member of the Committee may abstain from voting on performance
32
Total Compensation Review
During 2005, the Committee reviewed all components of executive compensation for Mr. Anthony and Synovus’ other executive officers and concluded that the total compensation amounts (and, in the case of the change of control arrangements, the potential payout amounts) are reasonable and not excessive. In addition, a “tally sheet” for Mr. Anthony was prepared and reviewed by the Committee. The “tally sheet” added all of the components of Mr. Anthony’s compensation including base salary, bonus, long-term incentive compensation, health and welfare benefits, retirement benefits and perquisites. The “tally sheet” also set forth the value of accumulated stock option and restricted stock gains with respect to both previous and outstanding equity grants. In addition, the “tally sheet” projected future salary and bonus amounts and the potential value of future stock option and restricted stock grants. The “tally sheet” also projected dollar amounts that would be payable to Mr. Anthony in the event of a change of control or under several potential severance scenarios. The Committee believes that the executive compensation program’s pay-for-performance philosophy has aligned executive pay at Synovus with the interests of Synovus shareholders.
The Compensation Committee
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2005, Synovus’ executive officers and directors (including their immediate family members and organizations with which they are affiliated) were also customers. In management’s opinion, the lending relationships with these directors and officers were made in the ordinary course of business and on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with other customers and do not involve more than normal collection risk or present other unfavorable features. In addition to these lending relationships, some directors and their affiliated organizations provide services or otherwise do business with Synovus and its subsidiaries, and we in turn provide services, including retail brokerage and other financial services, or otherwise do business with the directors and their organizations, in each case in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with other nonaffiliated persons.
33
47
2006.
The payments to W.C. Bradley Co. by Synovus and its subsidiaries and the payments to Synovus and its subsidiaries by W.C. Bradley Co. represent less than 2% of W.C. Bradley Co.’s 2006 gross revenues.
34
48
• | Synovus provided lendingand/or other financial services to each of Messrs. Amos, Bradley, Brumley, Floyd (who retired as a director in 2006), Goodrich, Hansford, Illges (who retired as a director during 2006), Lampton, Page, Purcell, Stith and Turner and Ms. Camp and Ms. Ogie, their immediate family membersand/or their affiliated organizations during 2006 in the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships meet the Board’s categorical standards for independence; | |
• | Two immediate family members of Mr. Turner were compensated as non-executive employees of Synovus during 2006, which employment was in accordance with the Board’s categorical standards for independence; and | |
• | Entities affiliated with Mr. Amos made minimal payments to or received payments from Synovusand/or TSYS for services in the ordinary course of business during 2006, which payments did not approach the 2% of consolidated gross revenues threshold set forth in the Board’s categorical standards for independence. |
Shares of Synovus Stock | Percentage of Outstanding Shares of | |||||||
Beneficially Owned | Synovus Stock Beneficially Owned | |||||||
Name and Address of Beneficial Owner | as of 12/31/05 | as of 12/31/05 | ||||||
Synovus Trust Company, N.A.(1) | 50,206,073 | (2) | 16.1 | % | ||||
1148 Broadway Columbus, Georgia 31901 |
2006.
Percentage of | ||||||||
Shares of | Outstanding Shares | |||||||
Synovus Stock | of Synovus | |||||||
Name and Address | Beneficially Owned | Stock Beneficially | ||||||
of Beneficial | as of | Owned as | ||||||
Owner | 12/31/06 | of 12/31/06 | ||||||
Synovus Trust Company, N.A.(1) | 49,796,475(2 | ) | 15.3 | % | ||||
1148 Broadway | ||||||||
Columbus, Georgia 31901 |
(1) | The shares of Synovus stock held by Synovus Trust Company are voted by the President of Synovus Trust Company. | |
(2) | As of December 31, |
49
investment power. Of this total, Synovus Trust Company held |
35
Shares of TSYS Stock | Percentage of Outstanding Shares of | |||||||
Beneficially Owned | TSYS Stock Beneficially Owned | |||||||
Name and Address of Beneficial Owner | as of 12/31/05 | as of 12/31/05 | ||||||
Columbus Bank and Trust Company | 159,630,980(1)(2) | 81 | % | |||||
1148 Broadway Columbus, Georgia 31901 |
2006.
Percentage of | ||||||||
Shares of | Outstanding Shares | |||||||
TSYS Stock | of TSYS | |||||||
Name and Address | Beneficially Owned | Stock Beneficially | ||||||
of Beneficial | as of | Owned as | ||||||
Owner | 12/31/06 | of 12/31/06 | ||||||
Columbus Bank and Trust Company | 159,630,980 | (1)(2) | 81.1 | % | ||||
1148 Broadway | ||||||||
Columbus, Georgia 31901 |
(1) | CB&T individually owns these shares. | |
(2) | As of December 31, |
Five
50
Shares of | Shares of | |||||||||||||||||||
Shares of | TSYS Stock | TSYS Stock | ||||||||||||||||||
TSYS Stock | Beneficially | Beneficially | Percentage of | |||||||||||||||||
Beneficially | Owned with | Owned with | Total | Outstanding | ||||||||||||||||
Owned with | Shared | Sole Voting | Shares of | Shares of | ||||||||||||||||
Sole Voting | Voting and | and No | TSYS Stock | TSYS Stock | ||||||||||||||||
and Investment | Investment | Investment | Beneficially | Beneficially | ||||||||||||||||
Power as of | Power as of | Power as of | Owned as of | Owned as of | ||||||||||||||||
Name | 12/31/05 | 12/31/05 | 12/31/05 | 12/31/05 | 12/31/05 | |||||||||||||||
Daniel P. Amos | — | 820,800 | — | 820,800 | * | |||||||||||||||
Richard E. Anthony | — | — | — | — | — | |||||||||||||||
James H. Blanchard | 669,569 | 360,480 | — | 1,030,049 | 1 | |||||||||||||||
Richard Y. Bradley | 24,803 | 5,000 | 500 | 30,303 | * | |||||||||||||||
Frank W. Brumley | 10,000 | — | — | 10,000 | * | |||||||||||||||
Elizabeth W. Camp | — | — | — | — | — |
36
Shares of | Shares of | |||||||||||||||||||
Shares of | TSYS Stock | TSYS Stock | ||||||||||||||||||
TSYS Stock | Beneficially | Beneficially | Percentage of | |||||||||||||||||
Beneficially | Owned with | Owned with | Total | Outstanding | ||||||||||||||||
Owned with | Shared | Sole Voting | Shares of | Shares of | ||||||||||||||||
Sole Voting | Voting and | and No | TSYS Stock | TSYS Stock | ||||||||||||||||
and Investment | Investment | Investment | Beneficially | Beneficially | ||||||||||||||||
Power as of | Power as of | Power as of | Owned as of | Owned as of | ||||||||||||||||
Name | 12/31/05 | 12/31/05 | 12/31/05 | 12/31/05 | 12/31/05 | |||||||||||||||
C. Edward Floyd | 20,000 | — | — | 20,000 | * | |||||||||||||||
Gardiner W. Garrard, Jr. | 22,421 | — | 500 | 22,921 | * | |||||||||||||||
T. Michael Goodrich | — | — | — | — | — | |||||||||||||||
Frederick L. Green, III | — | 138 | — | 138 | ||||||||||||||||
G. Sanders Griffith, III | 2,688 | — | 16,734 | 19,422 | * | |||||||||||||||
V. Nathaniel Hansford | 1,592 | — | — | 1,592 | * | |||||||||||||||
John P. Illges, III | 104,589 | 81,750 | 500 | 186,839 | * | |||||||||||||||
Elizabeth R. James | 16,999 | — | — | 16,999 | * | |||||||||||||||
Alfred W. Jones III | 6,419 | — | 500 | 6,919 | * | |||||||||||||||
Mason H. Lampton | 77,768 | 30,614 | 500 | 108,882 | * | |||||||||||||||
Elizabeth C. Ogie | 7,200 | 45,290 | — | 52,490 | * | |||||||||||||||
H. Lynn Page | 316,623 | 131,146 | 500 | 448,269 | * | |||||||||||||||
J. Neal Purcell | 1,000 | — | — | 1,000 | * | |||||||||||||||
Melvin T. Stith | — | — | — | — | — | |||||||||||||||
William B. Turner, Jr. | — | 576,000 | — | 576,000 | * | |||||||||||||||
James D. Yancey | 609,176 | 42,730 | 500 | 733,406 | * | |||||||||||||||
Directors and Executive Officers as a Group (26 persons) | 1,974,012 | 2,093,948 | 20,234 | 4,088,194 | 2.1 |
2006.
Shares of | ||||||||||||||||||||
Shares of | Shares of | TSYS | ||||||||||||||||||
TSYS | TSYS | Stock | ||||||||||||||||||
Stock | Stock | Beneficially | ||||||||||||||||||
Beneficially | Beneficially | Owned | Percentage of | |||||||||||||||||
Owned | Owned | with Sole | Total | Outstanding | ||||||||||||||||
with Sole | with Shared | Voting | Shares of | Shares of | ||||||||||||||||
Voting | Voting | and | TSYS | TSYS | ||||||||||||||||
and | and | No | Stock | Stock | ||||||||||||||||
Investment | Investment | Investment | Beneficially | Beneficially | ||||||||||||||||
Power | Power | Power | Owned | Owned | ||||||||||||||||
as of | as of | as of | as of | as of | ||||||||||||||||
Name | 12/31/06 | �� | 12/31/06 | 12/31/06 | 12/31/06 | 12/31/06 | ||||||||||||||
Daniel P. Amos | — | — | — | — | * | |||||||||||||||
Richard E. Anthony | 1,033 | — | — | 1,033 | * | |||||||||||||||
James H. Blanchard | 668,961 | 360,480 | — | 1,029,441 | 1 | |||||||||||||||
Richard Y. Bradley | 24,866 | 5,000 | 1,000 | 30,866 | * | |||||||||||||||
Frank W. Brumley | 10,000 | — | — | 10,000 | * | |||||||||||||||
Elizabeth W. Camp | — | — | — | — | — | |||||||||||||||
Gardiner W. Garrard, Jr. | 24,008 | — | 1,000 | 25,008 | * | |||||||||||||||
T. Michael Goodrich | — | — | — | — | — | |||||||||||||||
Frederick L. Green, III | — | 154 | — | 154 | * | |||||||||||||||
G. Sanders Griffith, III | 2,688 | — | 16,734 | 19,422 | * | |||||||||||||||
V. Nathaniel Hansford | 1,613 | — | — | 1,613 | * | |||||||||||||||
Elizabeth R. James | 17,543 | — | — | 17,543 | * | |||||||||||||||
Alfred W. Jones III | 7,919 | — | 1,000 | 8,919 | * | |||||||||||||||
Mason H. Lampton | 74,399 | (1) | 30,614 | 1,000 | 106,013 | * | ||||||||||||||
Elizabeth C. Ogie | 7,200 | 44,881 | — | 52,081 | * | |||||||||||||||
H. Lynn Page | 281,078 | 120,996 | 1,000 | 403,074 | * | |||||||||||||||
Thomas J. Prescott | 1,200 | — | — | 1,200 | * | |||||||||||||||
J. Neal Purcell | 2,000 | — | — | 2,000 | * | |||||||||||||||
Melvin T. Stith | — | — | — | — | — | |||||||||||||||
William B. Turner, Jr. | — | 576,000 | — | 576,000 | * | |||||||||||||||
James D. Yancey | 568,751 | 42,730 | 1,000 | 612,481 | * | |||||||||||||||
Directors and Executive Officers as a Group (24 persons) | 1,694,224 | 1,180,855 | 22,734 | 2,897,813 | 1.5 |
* | Less than one percent of the outstanding shares of TSYS stock. | |
(1) | Includes 50,000 shares of TSYS stock that were pledged as of December 31, 2006. |
51
2006.
37
$29,972.
$9,380.
services.
52
38
39
53
• | Only one | |
• | You can contact Synovus by calling(706) 649-5220 or by writing Director of Investor Relations, Synovus Financial Corp., P.O. Box 120, Columbus, Georgia 31902 to request a separate copy of the | |
• | You can request delivery of a single copy of |
54
40
DIRECTOR INDEPENDENCE STANDARDS
• | The director is, or has been within the last three years, an employee of the Company or an immediate family member is, or has been within the last three years, an executive officer of the Company. | |
• | The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (Compensation received by an immediate family member for service as an employee of the Company (other than an executive officer) is not taken into consideration under this independence standard). | |
• | (A) The director or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (D) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time. | |
• | The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee. | |
• | The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. |
• | The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services (including financial services) in an amount which, in the prior fiscal year, is less than the greater of $1 million, or 2% of such other company’s consolidated gross revenues. (In the event this threshold is exceeded, and where applicable in the standards set forth below, the three year “look back” period referenced above will apply to future independence determinations). | |
• | The director or an immediate family member of the director is a partner of a law firm that provides legal services to the Company and the fees paid to such law firm by the Company |
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in the prior fiscal year were less than the greater of $1 million, or 2% of the law firm’s total revenues. |
• | The director or an immediate family member of the director is an executive officer of a tax exempt organization and the Company’s contributions to the organization in the prior fiscal year were less than the greater of $1 million, or 2% of the organization’s consolidated gross revenues. | |
• | The director received less than $100,000 in direct compensation from the Company during the prior twelve month period, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). | |
• | The director’s immediate family member received in his or her capacity as an employee of the Company (other than as an executive officer of the Company), less than $250,000 in direct compensation from the Company in the prior fiscal year, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). | |
• | The director or an immediate family member of the director has, directly, in his or her individual capacities, or, indirectly, in his or her capacity as the owner of an equity interest in a company of which he or she is not an employee, lending relationships, deposit relationships or other banking relationships (such as depository, trusts and estates, private banking, investment banking, investment management, custodial, securities brokerage, insurance, cash management and similar services) with the Company provided that: |
(a) | such extensions of credit have been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve, Sections 23A and 23B of the Federal Reserve Act and Section 13(k) of the Securities Exchange Act of 1934; and | |
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Effective April 25, 2007 | 1 | |||
Article 1. Establishment, Purpose, and Duration | 1 | |||
Article 2. Definitions | 1 | |||
Article 3. Administration | 6 | |||
Article 4. Shares Subject to This Plan and Maximum Awards | 7 | |||
Article 5. Eligibility and Participation | 9 | |||
Article 6. Stock Options | 9 | |||
Article 7. Stock Appreciation Rights | 11 | |||
Article 8. Restricted Stock and Restricted Stock Units | 12 | |||
Article 9. Performance Units/Performance Shares | 13 | |||
Article 10. Cash-Based Awards and Other Stock-Based Awards | 14 | |||
Article 11. Transferability of Awards | 15 | |||
Article 12. Performance Measures | 15 | |||
Article 13. Nonemployee Director Awards | 16 | |||
Article 14. Dividends and Dividend Equivalents | 17 | |||
Article 15. Change of Control | 17 | |||
Article 16. Rights of Participants | 17 | |||
Article 17. Amendment, Modification, Suspension, and Termination | 18 | |||
Article 18. Withholding | 18 | |||
Article 19. Successors | 19 | |||
Article 20. General Provisions | 19 | |||
2.1 | “Affiliate”shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee. | ||
2.2 | “Annual Award Limit”or“Annual Award Limits”have the meaning set forth in Section 4.3. |
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2.3 | “Award”means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered Employee annual incentive awards, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan. | ||
2.4 | “Award Agreement”means either: (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet, or other nonpaper Award Agreements, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant. | ||
2.5 | “Beneficial Owner”or“Beneficial Ownership”shall have the meaning ascribed to such terms in Rule 13d-3 promulgated under the Exchange Act. | ||
2.6 | “Board”or“Board of Directors”means the Board of Directors of the Company. | ||
2.7 | “Cash-Based Award”means an Award, denominated in cash, granted to a Participant as described in Article 10. | ||
2.8 | “Change of Control” means any of the following events:(a) the acquisition by any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company or a subsidiary or any Company employee benefit plan (including its trustee)), of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total number of shares of the Company’s then outstanding securities; (b) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the total number of shares of the Company’s outstanding securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the total number of shares of the then outstanding securities of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, |
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immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding securities, (ii) no Person (excluding any corporation resulting from such Business Combination, or any employee benefit plan (including its trustee) of the Company or such corporation resulting from such Business Combination beneficially owns, directly or indirectly, 20% or more of, respectively, the total number of shares of the then outstanding securities of the corporation resulting from such Business Combination except to the extent that such ownership existed prior to the Business Combination and (iii) at least two-thirds (2/3) of the members of the board of directors of the Corporation resulting from such Business Combination. | |||
A “Change of Control” shall not result from any | |||
2.9 | “Code”means the U.S. Internal Revenue Code of 1986, as | ||
2.10 | “Committee”means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time | ||
2.11 | “Company”means Synovus Financial Corp., a Georgia corporation, and any successor thereto as provided in Article 19 herein. | ||
2.12 | “Covered Employee”means any key Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by the Committee | ||
2.13 | “Director”means any individual who is a member of the Board of Directors of the Company. | ||
2.14 | “Effective Date”has the meaning set forth in Section 1.1. | ||
2.15 | “Employee”means any individual designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof. An Employee shall not include |
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individual is subsequently determined to have been, or is subsequently retroactively reclassified as, a common-law employee of the Company, Affiliate, and/or Subsidiary during such period. | |||
2.16 | “Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. | ||
2.17 | “Fair Market Value”or“FMV”means a price that is based on the closing price of a Share reported on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be deemed to be equal to the | ||
2.18 | “Freestanding SAR”means a SAR that is granted independently of any Options, as described in Article 7. | ||
2.19 | “Full-Value Award”means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares. | ||
2.20 | “Grant Price”means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR. | ||
2.21 | “Incentive Stock Option” or “ISO”means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option that is intended to meet the requirements of Code Section 422 or any successor provision. | ||
2.22 | “Insider”shall mean an individual who is, on the relevant date, an officer or Director of the Company, or | ||
2.23 | “Nonemployee Director”means a Director who is not an Employee. | ||
2.24 | “Nonemployee Director Award”means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan. | ||
2.25 | “Nonqualified Stock Option”or“NQSO”means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements. | ||
2.26 | “Option”means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6. |
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2.27 | “Option Price”means the price at which a Share may be purchased by a Participant pursuant to an Option. | ||
2.28 | “Other Stock-Based Award”means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10. | ||
2.29 | “Participant”means any eligible individual as set forth in Article 5 to whom an Award is granted. | ||
2.30 | “Performance-Based Compensation”with respect to Covered Employees, means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A. | ||
2.31 | “Performance Measures”means measures as described in Article 12 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation. | ||
2.32 | “Performance Period”means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award. | ||
2.33 | “Performance Share”means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. | ||
2.34 | “Performance Unit”means an Award under Article 9 herein and subject to the terms of this Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. | ||
2.35 | “Period of Restriction”means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8. | ||
2.36 | “Person”shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. | ||
2.37 | “Plan”means the Synovus Financial Corp. 2007 Omnibus Plan. | ||
2.38 | “Plan Year”means the calendar year. |
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2.39 | “Prior Plan”means the Synovus Financial Corp. 2000 Long-Term Incentive Plan and the Synovus Financial Corp. 2002 Long-Term Incentive Plan. | ||
2.40 | “Restricted Stock” means an Award of Shares granted to a Participant pursuant to Article 8. | ||
2.41 | “Restricted Stock Unit”means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant. | ||
2.42 | “Share”means a share of common stock of the Company, par value $1.00 per share. | ||
2.43 | “Stock Appreciation Right”or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article 7 herein. | ||
2.44 | “Subsidiary”means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise. |
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(a) | Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under this Plan (the “Share Authorization”) shall be: |
(i) | 18,000,000 Shares, plus | ||
(ii) | The number of Shares subject to outstanding awards under the Prior Plan as of the Effective Date, that, after the Effective Date, cease to be outstanding other than by reason of their having been exercised for, or settled in, vested and nonforfeitable Shares. |
(b) | The maximum number of Shares of the Share Authorization that may be issued pursuant to Full Value Awards under this Plan shall be 9,000,000. | ||
(c) | The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be 9,000,000. | ||
(d) | Subject to adjustment in Section 4.4, the maximum number of Shares of the Share Authorization that may be issued to Nonemployee Directors shall be 500,000 Shares, and no Nonemployee Director may be granted an Award covering more than 10,000 Shares in any Plan Year, except that this annual limit on Nonemployee Director Awards shall be increased to 50,000 Shares for any Nonemployee Director serving as Chairman of the Board; provided, however, that in the Plan Year in which an individual is first appointed or elected to the Board as a Nonemployee Director, such individual may be granted an Award covering up to an additional 50,000 Shares (a “New Nonemployee Director Award”). | ||
(e) | Except with respect to a maximum of five percent (5%) of the Share Authorization, any Full Value Awards which vest on the basis of the Employee’s continued employment with or provision of service to the Company shall not provide for vesting which is any more rapid than annual pro rata vesting over a three- (3-) year period and any Full Value Awards which vest upon the attainment of performance goals shall provide for a Performance Period of at least twelve (12) months. |
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(a) | Options: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be 4,000,000. | ||
(b) | SARs: The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall be 4,000,000. | ||
(c) | Restricted Stock or Restricted Stock Units: The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one Plan Year to any one Participant shall be 2,000,000. | ||
(d) | Performance Units or Performance Shares: The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any one Plan Year shall be 2,000,000 Shares if such Award is payable in Shares, or equal to the value of 100,000 Shares if such Award is payable in cash or property other than Shares, determined as of the earlier of the vesting or the payout date, as applicable. | ||
(e) | Cash-Based Awards: The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed $2,000,000.00. | ||
(f) | Other Stock-Based Awards.The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one Participant shall be 2,000,000. |
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(a) | The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by | ||
(b) | The number of Shares with respect to which the SAR is exercised. |
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(a) | Net earnings or net income (before or after taxes); | |||
(b) | Earnings per share; | |||
(c) | Net sales or revenue growth; | |||
(d) | Net operating profit; | |||
(e) | Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); | |||
(f) | Cash flow (including, but not limited to, operating cash flow, free cash flow, cash generation, cash flow return on equity, and cash flow return on investment); | |||
(g) | Earnings before or after taxes, interest, depreciation, and/or amortization; | |||
(h) | Gross or operating margins; | |||
(i) | Productivity ratios; | |||
(j) | Share price (including, but not limited to, growth measures and total shareholder return); | |||
(k) | Expense targets; | |||
(l) | Margins; | |||
(m) | Operating efficiency; | |||
(n) | Market share; | |||
(o) | Customer satisfaction; | |||
(p) | Unit volume; | |||
(q) | Working capital targets and change in working capital; | |||
(r) | Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital); |
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(s) | Asset growth; | |||
(t) | Non-interest expense as a percentage of total expense; | |||
(u) | Loan charge-offs as a percentage of total loans; | |||
(v) | Number of cardholder, merchant and/or other customer accounts processed or converted; and | |||
(w) | Successful negotiation or renewal of contracts with new or existing customers. |
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(a) | The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries. | ||
(b) | If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, any Participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve (12) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement. | ||
In addition, in the event of an accounting restatement, the Committee in its sole and exclusive discretion may require that any Participant reimburse the Company all or part of the amount of any payment in settlement of any Award granted hereunder. |
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(a) | Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and | ||
(b) | Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. |
(a) | Determine which Affiliates and Subsidiaries shall be covered by this Plan. | ||
(b) | Determine which Employees or Directors outside the United States are eligible to participate in this Plan. | ||
(c) | Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws. | ||
(d) | Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 20.9 by the Committee shall be attached to this Plan document as appendices. |
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(e) | Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals. |
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PROXY | Mark Here for Address Change or Comments SEE REVERSE SIDE | o |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3 AND “AGAINST’ PROPOSAL 4. | INSTRUCTIONS: Please provide the |
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1. | To elect the following 18 individuals as | For o | Withhold o | For All Except |
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A. Are you the beneficial owner, in all capacities, of more than 1,139,063 shares of Synovus Common Stock? If you answered “No” to Question A, do not answer B or C. Your shares represented by the Proxy to the left are entitled to ten votes per share. | Yes o | No o |
(01) Daniel P. Amos | (10) V. Nathaniel Hansford | |||
(02) Richard E. Anthony | (11) Alfred W. Jones III | |||
(03) James H. Blanchard | (12) Mason H. Lampton | |||
(04) Richard Y. Bradley | (13) Elizabeth C. Ogie | |||
(05) Frank W. Brumley | (14) H. Lynn Page | |||
(06) Elizabeth W. Camp | (15) J. Neal Purcell | |||
(07) Gardiner W. Garrard, Jr. | (16) Melvin T. Stith | |||
(08) T. Michael Goodrich | (17) William B. Turner, Jr. | |||
(09) Frederick L. Green, III | (18) James D. Yancey |
INSTRUCTION: To withhold authority to vote for any individual nominee, mark the “For All Except” box and strike a line through the nominee’s name in the list above. Your shares will be voted for the remaining nominee(s). | B. If your answer to question A was “Yes”, have you acquired more than 1,139,063 shares of Synovus Common Stock since February If you answered “No” to Question B, do not answer Question C. Your shares represented by the Proxy to the left are entitled to ten votes per share. | Yes o | No o |
4. | To consider a shareholder proposal regarding director election by majority vote. | For o | Against o | Abstain o | To the best of my knowledge and belief, the information provided herein is true and correct. I understand that the Board of Directors of Synovus Financial Corp. may require me to provide additional information or evidence to document my beneficial ownership of these shares and I agree to provide such evidence if so requested. |
PLEASE BE SURE TO SIGN AND DATE THIS PROXY. |
Shareholder sign here | Date | Shareholder sign here | Date | |||||||||||
Co-owner sign here | Date | Co-owner sign here | Date |
Sign Here to Vote Your | Sign Here to Certify | |||||||||||||
Shares | Your Shares |
Internet | Telephone | |||||||
http://www.proxyvoting.com/snv | 1-866-540-5760 | |||||||
Use the Internet to vote your | OR | Use any touch-tone | OR | Mark, sign and date | ||||
proxy. Have your proxy card in | telephone to vote your | your proxy card | ||||||
hand when you access the web | proxy. Have your proxy | and | ||||||
site. | card in hand when you call. | return it in the | ||||||
enclosed postage-paid | ||||||||
envelope. |