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No Payout for
2017-20192018-2020 PSUs.
The following charts show the calculation of the payoutperformance formula for the PSUs granted in 2017,2018, which paid out at 150% of targetwere based 50% on February 9, 2020 based on aour weighted average ROAA (as adjusted) of 1.131% for the 2017-2019 performance period: The performance goals for the 2017-2019 performance period represented significant improvement relative to our 2016 results. | - 2020 Proxy Statement 45
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ROAA (as adjusted) Performance Calculation
Year | Weighting | Return on
Average
Assets
(as adjusted)1 |
2017 | | 25% | | | 1.035% | |
2018 | | 25% | | | 1.139% | |
2019 | | 50% | | | 1.174% | |
3-Year Weighted Average ROAA (as adjusted) | | | | | 1.131% | |
| (1) | Return on Average Assets (ROAA) and 50% on our weighted average ROATCE. All of the shares were forfeited because our results did not meet the payout thresholds established by the Committee for the 2018-2020 performance period as a result of forecasted economic conditions in 2020 being significantly worse than our projections when the goals were established. The following tables outline our results relative to the established goals: ROAA (as adjusted)(1) Performance Calculation | | 2018 | | | 25% | | | 1.30% | | | 1.40% | | | | 2019 | | | 25% | | | 1.35% | | | 1.35% | | | | 2020 | | | 50% | | | 1.40% | | | 0.75% | | | | 3-Year Weighted Average ROAA (as adjusted) | | | | | | 1.36% | | | 1.06% | |
ROATCE (as adjusted)(1) Performance Calculation | | 2018 | | | 25% | | | 14.28% | | | 15.66% | | | | 2019 | | | 25% | | | 15.02% | | | 16.10% | | | | 2020 | | | 50% | | | 15.55% | | | 9.12% | | | | 3-Year Weighted Average ROATCE (as adjusted) | | | | | | 15.10% | | | 12.50% | |
(1)
| Return on Average Assets (as adjusted) and Return on Average Tangible Common Equity (as adjusted) excludes non-recurring items and certain other items that are not indicative of ongoing operations. For a reconciliation of ROAA and ROATCE to the most comparable GAAP measure, please refer to Appendix DE of this Proxy Statement. |
Performance Goals and Payout Calculation | Threshold | Target | Maximum | Actual | Performance Criteria 3-Year ROAA (as adjusted) | | 0.780% | | | 0.955% | | | 1.030% | | | 1.131% | | Payout (as a Percentage of Target) | | 50% | | | 100% | | | 150% | | | 150% | |
| | Performance Criteria 3-Year ROAA (as adjusted) | | | 1.26% | | | 1.36% | | | 1.41% | | | 1.06% | | | | Performance Criteria 3-Year ROATCE (as adjusted) | | | 14.19% | | | 15.1% | | | 15.88% | | | 12.5% | | | | Payout (as a Percentage of Target) | | | 50% | | | 100% | | | 150% | | | 0% | |
Market Restricted Stock Units (MRSUs)
(RSUs) The RSUs have a service-based vesting schedule, with the RSUs vesting one-third each year over a three-year period subject to each executive’s continued employment with Synovus. Prior to 2020, executives were granted MRSUs havewhich had a service-based vesting component as well as a Total Shareholder Return Multiplier.TSR multiplier. Under the service-based vesting component, the MRSUs vest one-third each year over a three-year period subject to each executive’s continued employment with Synovus. Under the Total Shareholder Return Multiplier,TSR multiplier, the “target” amount of MRSUs which vest each year will beare adjusted upward or downward up to 25% in direct relationship to the annual total return experienced by our shareholders. MRSUs align executives’ interests directly with shareholders while supporting retention, and were granted in lieu of including any time-based restricted stock in our executive compensation program. The following chart shows the actual payout amounts for previously-grantedIn 2020, one-third MRSUs that were granted oron February 9, 2017, February 8, 2018 and February 7, 2019, vested with payout percentages of 108%, 108.4% and 109.3%, respectively. In 2021, one-third of the MRSUs that were granted on February 8, 2018 and February 7, 2019 vested during 2019.Grant Date | Vesting Date/
Percent | Total Shareholder
Return (TSR) | Payout Percentage
(based upon TSR) | 2/11/2016 | 2/11/2017 (33 ⅓%) | | +45.8% | | | 125% | | 2/11/2018 (33 ⅓%) | | +22.2% | | | 122.2% | | 2/11/2019 (33 ⅓%) | | -26.9% | | | 75% | | 2/9/2017 | 2/9/2018 (33 ⅓%) | | +22.5% | | | 122.5% | | 2/9/2019 (33 ⅓%) | | -27.1% | | | 75% | | 2/9/2020 (33 ⅓%) | | +8.0% | | | 108% | | 2/8/2018 | 2/8/2019 (33 ⅓%) | | -27.6% | | | 75% | | 2/8/2020 (33 ⅓%) | | +8.4% | | | 108.4% | | 2/8/2021 (33 ⅓%) | | TBD | | | TBD | | 2/7/2019 | 2/7/2020 (33 ⅓%) | | +9.3% | | | 109.3% | | 2/7/2021 (33 ⅓%) | | TBD | | | TBD | | 2/7/2022 (33 ⅓%) | | TBD | | | TBD | |
Potential Reductions to Equity Awards Due to Risk Concerns Both the PSUs and MRSUs are subject to downward adjustment if future results suggest risk was not properly considered in achieving the results on which the number of units awarded were based. The Compensation Committee will consider if reductions are warranted if any of the following occur during the vesting period: (1) Synovus or a line of business experiences a material loss, (2) Synovus or an individual executive fails to comply with risk policies or properly address risk concerns, or (3) regulatory capital falls below regulatory capital requirements. The Compensation Committee did not exercise downward discretion with respect to the PSUs or MRSUs that vested during 2019.2020. The PSUs, MRSUs and RSUs are also subject to the Company’s clawback policy, which provides for both potential forfeitures of unvested awards and recoupments of vested awards, as discussed on page 56 of this Proxy Statement. Perquisites are a small part of our executive compensation program. Perquisites are offered to increase the productivity of our executives and align our compensation program with competitive practices because similar positions at Synovus’ competitors offer similar perquisites. The perquisites offered by Synovus in 20192020 were limited to financial planning, relocation benefits, and the actuarial value of salary continuation life insurance coverage for certain officers. In addition, perquisites included transportation services, security alarm monitoring and a housing allowance for Mr. Stelling. The Company’s incremental cost of providing these benefits is included as “All Other Compensation” in the Summary Compensation Table and is  — 2021 Proxy Statement | | | 53 |
TABLE OF CONTENTS described in more detail in footnotes 3 and 54 of the Summary Compensation Table on page [•]58 of this Proxy Statement. Considered both individually and in the aggregate, we believe that the perquisites we offer to our named executive officers are reasonable and appropriate. TABLE OF CONTENTS
The Company did not provide auto allowances or reimbursements for club dues to executives in 2019.2020. In addition, the Committee suspended the personal use of aircraft by the Company’s executives in 2009, although the Committee may approve exceptions to that policy. No exceptions were approved during 2019. 2020. Retirement and Deferred Compensation Plans Our compensation program also includes retirement plans designed to provide income following an executive’s retirement. Synovus’ compensation program is designed to reflect Synovus’ philosophy that compensation generally should be earned while actively employed. Although retirement benefits are paid following an executive’s retirement, the benefits are earned while employed. We have chosen to use defined contribution retirement plans because we believe that defined benefit plans are difficult to understand and communicate, and contributions to defined benefit plans often depend upon factors that are beyond Synovus’ control, such as the earnings performance of the assets in such plans compared to actuarial assumptions inherent in such plans. Synovus offered a 401(k) savings plan to its employees in 2019.2020. The 401(k) savings plan offers an employer matching contribution of up to 5% of compensation. In addition to the 401(k) savings plan, the Deferred Compensation Plan, or the Deferred Plan, replaces benefits foregone under the 401(k) savings plan due to legal limits imposed by the Internal Revenue Service, or IRS. The Deferred Plan does not provide “above market” interest. Instead, participants in the Deferred Plan can choose to invest their accounts among mutual funds that are the same as the mutual funds that are offered in the 401(k) savings plan. The executives’ Deferred Plan accounts are held in a rabbi trust, which is subject to claims by Synovus’ creditors. The employer matching contribution to the Deferred Plan for 20192020 for named executive officers is set forth in the “All Other Compensation” column in the Summary Compensation Table, and the earnings on the Deferred Plan accounts during 20192020 for named executive officers is set forth in the “Aggregate Earnings in Last FY” column in the Nonqualified Deferred Compensation Table. Mr. Stelling also participates in a deferred compensation plan entered into with Riverside Bank, or the Riverside Plan, prior to Riverside Bank’s acquisition by Synovus. The obligations under the Riverside Plan, which was initially effective January 1, 2003, were assumed by Synovus Bank when Synovus consolidated its banking charters in 2010. Under the Riverside Plan, the beginning benefit amount specified in the plan is increased by 3% for each year of service attained by Mr. Stelling. The total benefit amount under the Riverside Plan is payable to Mr. Stelling in monthly payments over a period of 15 years following his attainment of age 65 or in a single lump sum payment in the event of his death or disability. The total benefit amount under the Riverside Plan as of December 31, 20192020 is included in Mr. Stelling’s balance in the Nonqualified Deferred Compensation Table and Synovus’ contribution to the Riverside Plan for 20192020 is included in the “All Other Compensation” column in the Summary Compensation Table.
Employment and Termination Agreements Synovus does not generally enter into employment agreements with its executives, except in unusual circumstances such as acquisitions. Noneacquisitions and for succession and transition planning. In connection with the succession and transition plan announced on December 17, 2020, Mr. Stelling and the Company entered into a letter agreement (the “succession letter”) on the same date setting forth the terms applicable to his ongoing service as Executive Chairman from April 21, 2021 through December 31, 2022 and thereafter, as an advisor through December 31, 2024. The Committee and the Board believed it was advisable to enter into the succession letter with Mr. Stelling to ensure continuity through the CEO transition, retain the benefit of his experience and expertise, and secure a noncompetition restriction and employee and customer non-solicitation covenants while he is providing services to the Company and for two years thereafter. The succession letter provides that, with respect to his service to the Company in the 2021 and 2022 performance years, Mr. Stelling will continue to receive his current annual base salary and will be eligible for short- and long-term incentive compensation as determined by the Compensation Committee of the namedBoard on a basis no less favorable than previously applied to him, although for the 2022 performance year his target annual incentive opportunity will be reduced to 100% of his base salary and his target long-term incentive opportunity will be reduced to 200% of his base salary. For each year of service as an advisor, Mr. Stelling will receive an annual fee equal to his base salary, office and administrative support, financial planning assistance and security alarm monitoring service. In addition, in connection with the leadership transition of the Company and in recognition of the shareholder value created and maintained through the development of the Company’s executive officers haveteam, Mr. Stelling’s continued commitment to serve the Company during the implementation of the Company’s succession plan and ensure the orderly transition of his responsibilities as CEO to his successor and his agreeing to be bound by the noncompetition and other restrictive covenants, effective January 1, 2021, Mr. Stelling was granted a cash transition award in the amount equal to the average of the amount of his “Total” compensation less the amounts reported as “All Other Compensation” as reflected in the Company’s Summary Compensation Table for each of the three completed calendar years prior to the date of the succession letter. As such, the value of the transition award is $5,284,810. The transition award will vest in two equal installments on the second and third anniversaries of the succession date (April 21, 2023 and April 21, 2024), subject to Mr. Stelling’s continued provision of services outlined in the succession letter. For more information, including the terms applicable upon certain terminations of Mr. Stelling’s employment, agreements. see “Potential Payouts Upon Termination or Change of Control” on page 61 of this Proxy Statement. In considering the terms of the succession letter, the Committee and the Board took into account the benefits to the Company of the continued commitment and dedication of Mr. Stelling and the critical importance of ensuring a seamless and stable leadership transition during a tumultuous economic and historical period. The Committee developed Mr. Stelling’s duties and responsibilities with his input and a focus on prioritizing initiatives that would uniquely benefit from his stature and experience, both during his service as Executive Chairman and as an advisor. During his service as Executive Chairman, these responsibilities include chairing Board and shareholder meetings; providing advice, guidance and assistance to the CEO; contributing to the Company’s strategic and operational plans and the business initiatives of the Company; leading special projects identified by the Board; assisting with the maintenance and development of community, customer and business relations; and carrying out such other duties as requested by the Board, which may include leveraging his relationships, stature and experience to develop, strengthening and growing business relationships and opportunities; overseeing the Company’s Leadership Development Curriculum; developing and advancing the Company’s ESG activities and initiatives, and continuing to be involved with regulatory relations and industry programs and events. During his service as an advisor, Mr. Stelling’s duties and responsibilities will in many respects be a continuation of those he had prior to his retirement, as they relate to being available 54 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS to advise the CEO, assisting with special projects identified by the Board, maintaining and developing community, customer and business relations and continuing to lead the initiatives advanced by him while serving as the Executive Chairman. Synovus uses change of control arrangements with its executives to ensure: (1) the retention of executives and an orderly transition during a change of control, (2) that executives would be financially protected in the event of a change of control so they continue to act in the best interests of Synovus while continuing to manage Synovus during a change of control, and (3) a competitive compensation package because such arrangements are common in the market and it was determined that such agreements were important in recruiting executive talent. The change of control agreements in place for the named executive officers provide for a lump sum payment equal to two to three years of base salary and the affected executive’s average bonus for the past three years, as well as two to three years of health and welfare benefits. These payments and benefits are paid only in the event of a “double trigger,” requiring a change of control followed by termination of an executive’s employment by Synovus for any reason other than “cause,” death or disability, or by the executive for “good reason,” within two years of the change of control. For more information, see “Potential Payouts upon Termination or Change of Control” on page [•]61 of this Proxy Statement. In June 2012, the Committee adopted a policy prohibiting tax gross-ups from any new change of control agreements.
Competitive Market Data
The Compensation Committee historically has evaluated comparative data relating to total direct compensation (salary, short-term incentive opportunities, and long-term incentive opportunities) to assess the executive compensation practices of competitor companies. The Compensation Committee continued this practice in 2019,2020, with the assistance of Meridian. Findings from this comparative evaluation were used to assist the Compensation Committee in establishing the compensation opportunities for executives in 2019.2020. For 2019,2020, the Compensation Committee used a peer group of 16 banks as part of its evaluation. TheWhen approved by the Committee, the peer group consists ofincluded eight banks with higher assets and eight banks with lower assets than Synovus and does not include anynone of the peer banks withhad more than three times Synovus’ assets. As part of its evaluation of market practices, the Compensation Committee reviewed the most recent proxy data available for the banks listed below, as well as data appropriate to our industry and company size from external market surveys. When reviewing this data, the Compensation Committee focused on total direct compensation opportunities, not necessarily the amount of compensation actually paid, which varies depending upon each companies’ performance results. | | Associated Banc-Corp. | | | Huntington Bancshares, Inc. | | | | BOK Financial Corp. | | | IBERIABANK Corp.M&T BankCorp.
| | | | Bank United, Inc. | M&T BankCorp.
| Comerica Inc.
| New York Community Bancorp, Inc. | | | | Cullen/Frost Bankers,Comerica Inc.
| | | People’s United Financial, Inc. | | | | Cullen/Frost Bankers, Inc. | | | Popular, Inc. | | | | First Horizon National Corp. | Popular, Inc.
| FNB Corp.
| Regions Financial Corp. | | | | FNB Corp. | | | TCF Financial Corp. | | | | Hancock Whitney Corp. | | | Zions Bancorporation |
| - 2020 Proxy Statement 47
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Compensation Framework: Compensation Policies, Compensation Process and Risk Considerations
Stock Ownership/Retention Guidelines To align the interests of its executives with shareholders, Synovus implemented stock ownership guidelines for its executives. Under the guidelines, executives are required to maintain ownership of Synovus common stock equal to at least a specified multiple of base salary, as set forth in the table below: | | Chief Executive Officer | | | 5x | | | | President | | | 4x | | | | All other executive officersOther Named Executive Officers | | | 3x | |
The guidelines are reviewed at the beginning of each calendar year. Executives have a five-year grace period to fully achieve the guideline with an interim three-year goal. Until the guideline is achieved, executives are required to retain all net shares received upon the exercise of stock options or vesting of other stock-based awards, excluding shares used to pay an option’s exercise price and any taxes due upon exercise or vesting of an award. In determining compliance, the guidelines allow consideration of any stock options or other stock-based awards granted to executives, including restricted stock units and performance stock units. In the event of a severe financial hardship, the guidelines permit the development of an alternative ownership plan by the Chairman of the Board of Directors and Chairman of the Compensation Committee. All current executives were in compliance with the guidelines (with applicable grace periods) as of December 31, 2019.January 1, 2021. — 2021 Proxy Statement | | | 55 |
TABLE OF CONTENTS Hold Until Retirement Provision Synovus has also adopted a “hold until retirement” policy that applies to all unexercised stock options and unvested restricted stock and restricted stock unit awards. Under this policy, executives that have attained the stock ownership guidelines described above are also required to retain ownership of 50% of all stock acquired through Synovus’ equity compensation plans (after taxes and transaction costs) until their retirement or other termination of employment. The “hold until retirement” requirement further aligns the interests of our executives with shareholders. Our 2013 Omnibus Plan (and our proposed 2021 Omnibus Plan) and award agreements contain language that makes all awards to executives subject to a recoupment or clawback policy approved by the Compensation Committee. The Compensation Committee initially approved a clawback policy in 2014 and Compensation Committee updated and strengthened the policy in 2018. Under the updated policy, any incentive compensation paid to Synovus’ executive officers that is based upon materially inaccurate performance metrics or financial statements, or material failures in the management of Companycompany financial, operational, or reputational risks that result in or are reasonably expected to result in a material adverse impact to Synovus or a business unit, are subject to clawback. Synovus does not allow directors or executive officers to hedge the value of Synovus equity securities held directly or indirectly by the director or executive officer. Synovus’ policy prohibits the purchase or sale of puts, calls, options or other derivative securities based on Synovus’ securities, as well as hedging or monetization transactions, such as zero-cost collars and forward sale contracts or other derivative securities based on Synovus securities. The anti-hedging policy does not extend to all team members of Synovus but is limited to our directors, executive officers and certain other designated insiders. Synovus’ Corporate Governance Guidelines and Insider Trading Policy prohibit pledges of our stock by directors and executive officers. Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the deductibility of compensation paid by a publicly-traded corporation to certain named executive officers for amounts in excess of $1 million. PriorAlthough the Committee considers the deductibility of compensation, it believes it is important to maintain flexibility in ensuring compensation programs are effective and in the enactmentbest interest of H.R. 1, formerly known asshareholders. Accordingly, the Tax Cuts and Jobs Act of 2017, performance-basedCommittee may approve compensation that met certain conditions was exempt from the deduction limitation. The annual cash incentive opportunities and PSU and MRSU awards granted to our executive officers prior to the law’s enactment were initially designed in a manner intended to be exempt from the deduction limitation of Section 162(m) because they are paid based on the achievement of pre-determined performance goals established by the Compensation Committee pursuant to our shareholder-approved equity incentive plan.The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million willis not befully tax deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
Despite the Compensation Committee’s efforts to structure executive annual cash incentives and PSU and MRSU awards granted prior to 2018 in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, no assurance can be given that this compensation will satisfy the requirements for exemption due to uncertainties as to the application and interpretation of Section 162(m) and the transition relief. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it believes the benefits of doing so outweigh the loss of a tax deduction.
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Accounting Considerations We account for all compensation paid in accordance with generally accepted accounting principles. The accounting treatment is considered by the Committee but has not generally not affectedbeen the primary driver in determining the form of compensation paid to named executive officers. Our 2013 Omnibus Plan prohibits the repricing of stock options and stock appreciation rights without shareholder approval. If the Compensation Committee is taking action to approve equity awards on or near the date that Synovus’ annual earnings are released, the Committee has established the grant date for equity awards to executives as: (a) the last business day of the month in which earnings are released or, if later, (b) twoone complete business daysday following the date of the earnings release. This policy ensures that the annual earnings release has time to be absorbed by the market before equity awards are granted. Role of Compensation Committee and Compensation Consultant in Compensation Process The roles of the Compensation Committee and its compensation consultant in the compensation process are described in detail beginning on page [•]10 of this Proxy Statement under “Corporate Governance and Board Matters—Committees of the Board—Compensation Committee.” Role of the Executive Officers in the Compensation Process Synovus’ Chief Executive Officer generally attends Compensation Committee meetings by invitation of the Compensation Committee, and other executives may also attend at the invitation of the Committee. The Chief Executive Officer providesand other executives provide management perspective on issues under consideration by the Committee, and the Chief Executive Officer makes proposals regarding the compensation of the named executive officers other than himself. The Chief Executive Officer does notNo members of management have authority to vote on Compensation Committee matters. The Compensation Committee regularly meets in executive session without any executive officers present. For more information regarding Compensation Committee meetings, please refer to page [•]10 of this Proxy Statement under “Corporate Governance and Board Matters—Committees of the Board—Compensation Committee.” 56 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS The Compensation Committee historically has used annual tally sheets to add up all components of compensation for the Chief Executive Officer and the other named executive officers, including base salary, bonus, long-term incentives, accumulative realized and unrealized stock options and restricted stock gains, the dollar value of perquisites and the total cost to the Company, and earnings and accumulated payment obligations under Synovus’ nonqualified deferred compensation program. Tally sheets also provide estimates of the amounts payable to each executive upon the occurrence of potential future events, such as a change of control, retirement, voluntary or involuntary termination, death and disability. Tally sheets are used to provide the Compensation Committee with total compensation amounts for each executive so that the Committee can determine whether the amounts are in line with our compensation strategy. The Compensation Committee reviewed tally sheets for the Chief Executive Officer and for Synovus’ other named executive officers in October 20192020 and concluded that their total compensation is fair and reasonable. Our compensation program is reviewed by several different groups to ensure that the risks involved with the program are appropriately assessed and managed. The compensation risks are first reviewed by the management team that designs, implements and administers the program. Incentive compensation programs are also reviewed by the Executive Risk Committee, a management committee chaired by our Chief Risk Officer. As a part of this process, management completes a thorough risk assessment for each plan, assessing the administrative, strategic and financial risk of each compensation plan, ensuring consistency in the review and administration of each plan and producing an overall risk assessment rating for each plan. Moreover, management reviews each plan for alignment with Synovus’ strategic objectives and assesses whether the payouts are equitable for value generated to Synovus and whether the plans encourage unnecessary risk-taking by Synovus’ participants. The Compensation Committee met with the Chief Risk Officer to review a comprehensive risk assessment of our 20192020 compensation plans. Synovus’ employee incentive plans are broadly classified by business unit: incentive plans for Synovus’ banking divisions and incentive plans for Synovus’ Financial Management Services division. All of the plans were assessed for risk factors in different categories, including financial risks, strategic risks, and administrative risks. Each plan was assigned a level of risk ranking from “1” (lowest risk) to “5” (highest risk) for each risk category. Any plan that received a “4” or “5” in any category was modified through the implementation of additional controls to ensure appropriate mitigation of risks. After the implementation of such controls, no plans were ranked higher than a “3.” After reviewing the incentive plans and the Company’s risk assessment process, the Compensation Committee concluded that there were no unnecessary risks under the plans and there were no risks arising from the Company’s compensation policies and practices that were likely to have a material adverse effect on the Company. | - 2020 Proxy Statement 49
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COMPENSATION COMMITTEE REPORT
Synovus’ Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in Synovus’ 20192021 Annual Report and in this Proxy Statement.
The Compensation Committee
Tim E. Bentsen, Chair
F. Dixon Brooke, Jr.
Stephen T. Butler
Joseph J. Prochaska, Jr.
Barry L. Storey
Teresa White 50 — 2021 Proxy Statement | | | - 2020 Proxy Statement57
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TABLE OF CONTENTS SUMMARY COMPENSATION TABLE The table below summarizes the compensation for each of our named executive officers for each of the last three fiscal years. Name and Principal
Position | Year | Salary
($) | Bonus
($) | Stock
Awards
($)(1) | Option
Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) | All Other
Compensation
($) | Total
($) | Kessel D. Stelling
Chairman and Chief
Executive Officer | 2019 | $ | 1,125,000 | | | — | | $ | 2,553,319 | | | — | | $ | 1,054,688 | | | — | | $ | 457,436 | (2)(3) | $ | 5,190,443 | | 2018 | | 1,125,000 | | | — | | | 2,526,069 | | | — | | | 1,852,000 | | | — | | | 365,141 | | | 5,868,210 | | 2017 | | 1,106,000 | | | — | | | 2,546,275 | | | — | | | 1,966,078 | | | — | | | 342,275 | | | 5,960,628 | | Kevin S. Blair*
President and Chief
Operating Officer | 2019 | | 673,763 | | | — | | | 1,803,032 | | | — | | | 403,219 | | | — | | | 44,196 | (2) | | 2,924,210 | | 2018 | | 598,117 | | | — | | | 1,010,466 | | | — | | | 631,375 | | | — | | | — | | | 2,239,958 | | 2017 | | 579,865 | | | | | | 1,018,561 | | | — | | | 637,819 | | | — | | | 804 | | | 2,237,049 | | Andrew J. Gregory, Jr.**
Executive Vice
President and
Chief Financial
Officer | 2019 | | 228,365 | | | 200,000 | (4) | | 300,001 | | | — | | | 365,250 | | | — | | | 65,111 | (5) | | 1,158,727 | | Kevin J. Howard***
Executive Vice
President and
Chief Wholesale
Banking Officer | 2019 | | 446,579 | | | — | | | 510,718 | | | — | | | 248,069 | | | — | | | 25,243 | (2)(5) | | 1,230,609 | | Mark G. Holladay
Executive Vice
President and
Chief Risk
Officer | 2019 | | 398,491 | | | — | | | 459,616 | | | — | | | 203,224 | | | — | | | 30,819 | (2)(5) | | 1,092,150 | | 2018 | | 383,517 | | | — | | | 454,760 | | | — | | | 308,364 | | | — | | | 18,396 | | | 1,164,906 | | 2017 | | 374,725 | | | — | | | 285,218 | | | — | | | 329,741 | | | — | | | 20,836 | | | 1,010,520 | | Robert W. Derrick****
Executive Vice
President and Chief
Credit Officer | 2019 | | 320,195 | | | — | | | 286,020 | | | — | | | 143,234 | | | — | | | 7,055 | (2)(5) | | 756,504 | |
| | Kessel D. Stelling
Chairman and Chief
Executive Officer | | | 2020 | | | $1,125,000 | | | — | | | $2,442,364 | | | — | | | $1,265,625 | | | — | | | $396,276(2)(3) | | | $5,229,265 | | | | 2019 | | | 1,125,000 | | | — | | | 2,553,319 | | | — | | | 1,054,688 | | | — | | | 457,436 | | | 5,190,443 | | | | 2018 | | | 1,125,000 | | | — | | | 2,526,069 | | | — | | | 1,852,000 | | | — | | | 365,141 | | | 5,868,210 | | | | Kevin S. Blair
President and
Chief Operating Officer | | | 2020 | | | 695,250 | | | — | | | 1,465,411 | | | — | | | 625,725 | | | — | | | — | | | 2,786,386 | | | | 2019 | | | 673,763 | | | — | | | 1,803,032 | | | — | | | 403,219 | | | — | | | 44,196 | | | 2,924,210 | | | | 2018 | | | 598,117 | | | — | | | 1,010,466 | | | — | | | 631,375 | | | — | | | — | | | 2,239,958 | | | | Andrew J. Gregory, Jr.
Executive Vice
President and
Chief Financial
Officer | | | 2020 | | | 475,000 | | | — | | | 488,495 | | | — | | | 320,625 | | | — | | | 85,907(2)(4) | | | 1,370,027 | | | | 2019 | | | 228,365 | | | $200,000 | | | 300,001 | | | — | | | 365,250 | | | — | | | 65,111 | | | 1,158,727 | | | | Mark G. Holladay
Executive Vice
President and
Chief Risk
Officer | | | 2020 | | | 409,902 | | | — | | | 488,495 | | | — | | | 221,437 | | | — | | | 26,083(2)(4) | | | 1,145,917 | | | | 2019 | | | 398,491 | | | — | | | 459,616 | | | — | | | 203,224 | | | — | | | 30,819 | | | 1,092,150 | | | | 2018 | | | 383,386 | | | — | | | 454,760 | | | — | | | 308,364 | | | — | | | 18,396 | | | 1,164,906 | | | | Robert W. Derrick
Executive Vice
President and Chief
Credit Officer | | | 2020 | | | 368,015 | | | — | | | 273,577 | | | — | | | 198,728 | | | — | | | 11,882 (2)(4) | | | 852,202 | | | | 2019 | | | 320,195 | | | — | | | 286,020 | | | — | | | 143,234 | | | — | | | 7,055 | | | 756,504 | |
(1)
| * | Mr. Blair was named Senior Executive Vice President, Chief Operating Officer and Interim Chief Financial Officer on December 12, 2018. Mr. Blair served as Interim Chief Financial Officer until Mr. Gregory’s appointment on June 24, 2019. Mr. Blair was named President and Chief Operating Officer on December 12, 2019. |
| ** | Mr. Gregory was named Executive Vice President and Chief Financial Officer on June 24, 2019. |
| *** | Mr. Howard was named Executive Vice President and Chief Wholesale Banking Officer on December 12, 2018 and continued serving as Interim Chief Credit Officer until Mr. Derrick’s appointment on January 14, 2019. |
| **** | Mr. Derrick was named Executive Vice President and Chief Credit Officer on January 14, 2019. |
| (1) | Amounts reflect the grant date fair value of stock awards for each of the last three fiscal years computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the PSU MRSU and RSU awards are set forth in Note __17 of the Notes to the Audited Consolidated Financial Statements in the 20192020 Annual Report. If the highest level of performance were assumed in the valuation of the PSU and MRSU awards for 2019,2020, the grant date fair market value of the PSU and MRSU awards granted in 20192020 would have been $3,566,655$2,163,159 for Mr. Stelling, $2,441,543$1,298,118 for Mr. Blair, $713,484$432,718 for Mr. Howard, $642,020Gregory, $432,718 for Mr. Holladay and $429,030$242,349 for Mr. Derrick. If the highest level of performance were assumed in the valuation of the PSU and MRSURSU awards for 2019, the grant date fair value of the PSU and RSU awards granted in 2019 would have been $3,566,655 for Mr. Stelling, $2,441,543 for Mr. Blair, $642,020 for Mr. Holladay and $429,030 for Mr. Derrick (Mr. Gregory was not granted performance awards in 2019). If the highest level of performance were assumed in the valuation of the PSU and RSU awards for 2018, the grant date fair value of the PSU and MRSURSU awards granted in 2018 would have been $3,532,579 for Mr. Stelling, $1,413,110 for Mr. Blair, and $635,987 for Mr. Holladay. If the highest level of performance were assumed in the valuation of the PSU and MRSU awards for 2017, the grant date fair value of the PSU and MRSU awards granted in 2017 would have been $3,495,436 for Mr. Stelling, $1,398,218 for Mr. Blair, and $496,571 for Mr. Holladay. |
(2)
| (2) | Amount includes company contributions by Synovus to nonqualified deferred compensation plans of $386,116, $44,196, $24,393, $21,206$348,386, $27,763, $16,406, and $6,510$11,312 for each of Messrs. Stelling, Blair, Howard,Gregory, Holladay and Derrick, respectively. |
(3)
| (3) | Amount includes contributions by Synovus under the 2011 Synovus Director Stock Purchase Plan of $3,000 for Mr. Stelling. Amount also includes incremental costs of perquisites totaling $68,320$44,890 for Mr. Stelling. These perquisites include a housing allowance of $26,400, financial planning assistance of $17,500, and transportation service costs of $24,420.$990. Mr. Stelling receives security alarm monitoring service for which there is no incremental cost to the Company. |
(4)
| (4) | Mr. Gregory received a one-time cash bonus of $200,000 in connection with his hire designed to partially compensate him for incentives forfeited from his former employer. |
| (5) | Amount includes financial planning assistance of $7,500 for Mr. Holladay, relocation benefits of $65,111$58,144 for Mr. Gregory, and the actuarial value of salary continuation life insurance benefit of $850 for Mr. Howard, $2,113$2,177 for Mr. Holladay and $545$570 for Mr. Derrick. |
 | | | - 2020 — 2021 Proxy Statement51 |
TABLE OF CONTENTS SUMMARY COMPENSATION TABLE
Grants of Plan-Based Awards for Fiscal Year 20192020 The table below sets forth the short-term and long-term incentive compensation (granted in the form of cash-based awards, PSUs MRSUs and RSUs) awarded to the named executive officers for 2019.2020. There were no stock options granted to the named executive officers for 2019. | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1) | Estimated Future Payouts
Under Equity Incentive
Plan Awards(2) | All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) | Grant
Date Fair
Value of
Stock
Awards(3)
($) | Name | Grant
Date | Action
Date | Threshold
($) | Target
($) | Maximum
($) | Threshold
(#) | Target
(#) | Maximum
(#) | Kessel D. Stelling | 2-7-19
(Cash Incentive) | | 2-7-19 | | $ | 703,125 | | $ | 1,406,250 | | $ | 2,109,375 | | | — | | | — | | | — | | | | | | — | | 2-7-19 (PSUs) | | 2-7-19 | | | — | | | — | | | — | | | 20,086 | | | 40,172 | | | 60,258 | | | | | $ | 1,500,022 | | 2-7-19 (MRSUs) | | 2-7-19 | | | — | | | — | | | — | | | 20,086 | | | 26,781 | | | 33,476 | | | | | | 1,053,297 | | Kevin S. Blair | 2-7-19
(Cash Incentive) | | 2-7-19 | | | 278,100 | | | 556,200 | | | 834,300 | | | — | | | — | | | — | | | | | | — | | 2-7-19 (PSUs) | | 2-7-19 | | | — | | | — | | | — | | | 10,043 | | | 20,086 | | | 30,129 | | | | | | 750,011 | | 2-7-19 (MRSUs) | | 2-7-19 | | | — | | | — | | | — | | | 10,043 | | | 13,391 | | | 16,739 | | | | | | 526,668 | | 12-12-19 (MRSUs) | | 12-12-19 | | | — | | | — | | | — | | | 9,338 | | | 12,451 | | | 15,564 | | | | | | 526,553 | | Andrew J. Gregory, Jr. | 6-24-19
(Cash Incentive) | | 6-3-19 | | | 356,250 | (4) | | 356,250 | | | 534,375 | | | — | | | — | | | — | | | | | | — | | 6-24-19 (RSUs) | | 6-3-19 | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,974 | | | 300,001 | | Kevin J. Howard | 2-7-19
(Cash Incentive) | | 2-7-19 | | | 162,225 | | | 324,450 | | | 486,675 | | | — | | | — | | | — | | | | | | — | | 2-7-19 (PSUs) | | 2-7-19 | | | — | | | — | | | — | | | 4,018 | | | 8,035 | | | 12,053 | | | | | | 300,027 | | 2-7-19 (MRSUs) | | 2-7-19 | | | — | | | — | | | — | | | 4,018 | | | 5,357 | | | 6,696 | | | | | | 210,691 | | Mark G. Holladay | 2-7-19
(Cash Incentive) | | 2-7-19 | | | 122,971 | | | 245,941 | | | 368,912 | | | — | | | — | | | — | | | | | | — | | 2-7-19 (PSUs) | | 2-7-19 | | | — | | | — | | | — | | | 3,616 | | | 7,231 | | | 10,847 | | | | | | 270,006 | | 2-7-19 (MRSUs) | | 2-7-19 | | | — | | | — | | | — | | | 3,616 | | | 4,821 | | | 6,026 | | | | | | 189,610 | | Robert W. Derrick | 2-7-19
(Cash Incentive) | | 2-7-19 | | | 98,880 | | | 197,760 | | | 296,640 | | | — | | | — | | | — | | | | | | — | | 2-7-19 (PSUs) | | 2-7-19 | | | — | | | — | | | — | | | 2,250 | | | 4,500 | | | 6,750 | | | | | | 168,030 | | 2-7-19 (MRSUs) | | 2-7-19 | | | — | | | — | | | — | | | 2,250 | | | 3,000 | | | 3,750 | | | | | | 117,990 | |
2020. | | Kessel D. Stelling | | | 2-13-20
(Cash Incentive) | | | 2-13-20 | | | $703,125 | | | $1,406,250 | | | $2,109,375 | | | — | | | — | | | — | | | — | | | — | | | | 2-13-20 (PSUs) | | | 2-13-20 | | | — | | | — | | | — | | | 20,173 | | | 40,345 | | | 60,518 | | | — | | | $1,442,334 | | | | 2-13-20 (RSUs) | | | 2-13-20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 26,897 | | | 1,000,030 | | | | Kevin S. Blair | | | 2-13-20
(Cash Incentive) | | | 2-13-20 | | | 347,625 | | | 695,250 | | | 1,042.875 | | | — | | | — | | | — | | | — | | | — | | | | 2-13-20 (PSUs) | | | 2-13-20 | | | — | | | — | | | — | | | 12,104 | | | 24,207 | | | 48,414 | | | — | | | 865,400 | | | | 2-13-20 (RSUs) | | | 2-13-20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,138 | | | 600,011 | | | | Andrew J. Gregory, Jr. | | | 2-13-20
(Cash Incentive) | | | 2-13-20 | | | 133,504 | | | 267,188 | | | 400,782 | | | — | | | — | | | — | | | — | | | — | | | | 2-13-20 (PSUs) | | | 2-13-20 | | | — | | | — | | | — | | | 4,035 | | | 8,069 | | | 12,104 | | | — | | | 288,467 | | | | 2-13-20 (RSUs) | | | 2-13-20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,380 | | | 200,028 | | | | Mark G. Holladay | | | 2-13-20
(Cash Incentive) | | | 2-13-20 | | | 122,971 | | | 245,941 | | | 368,912 | | | — | | | — | | | — | | | — | | | — | | | | 2-13-20 (PSUs) | | | 2-13-20 | | | — | | | — | | | — | | | 4,035 | | | 8,069 | | | 12,104 | | | — | | | 288,467 | | | | 2-13-20 (RSUs) | | | 2-13-20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,380 | | | 200,028 | | | | Robert W. Derrick | | | 2-13-20
(Cash Incentive) | | | 2-13-20 | | | 112,500 | | | 225,000 | | | 337,500 | | | — | | | — | | | — | | | — | | | — | | | | 2-13-20 (PSUs) | | | 2-13-20 | | | — | | | — | | | — | | | 2,260 | | | 4,519 | | | 9,038 | | | — | | | 161,554 | | | | 2-13-20 (RSUs) | | | 2-13-20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,013 | | | 112,023 | |
(1)
| (1) | Reflects threshold, target and maximum payout opportunities under the annual incentive plan based on 20192020 performance. The actual amount of annual incentive earned by the named executive officer is reported under the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For more information regarding the annual incentive plan, see the discussion under “Short Term Incentives” in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement. |
(2)
| (2) | Reflects threshold, target and maximum number of shares that may be earned under awards of PSUs and MRSUs.PSUs. The PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ weighted average ROAAROATCE and ROATCErelative TSR during the performance period, the actual payout of the performance stock units can range from 0% to 150% of the target amount. The MRSUs have a three-year service requirement (one-third vest for each year of service) and three one-year performance periods. Based upon Synovus’ total shareholder return during the performance period, the number of MRSUs that vest each year may be adjusted upward or downward 25%. |
(3)
| (3) | Amounts reflect the grant date fair value of long-term incentive awards computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the long-term incentive awards are set forth in Note 17 of the Notes to the Audited Consolidated Financial Statements in the 20192020 Annual Report. |
| (4) | Mr. Gregory’s minimum bonus amount was established at target for 2019 under his initial hire agreement. |
52 — 2021 Proxy Statement | | | - 2020 Proxy Statement59
|
TABLE OF CONTENTS SUMMARY COMPENSATION TABLE
Outstanding Equity Awards at 20192020 Fiscal Year-End The table below identifies the option awards and stock awards held by the named executive officers and outstanding on December 31, 2019. | Stock Awards | Name | Grant Date | Number
of Shares
or Units
of Stock
That
Have Not
Vested(1) | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2) | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)(1) | Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)(2) | Kessel D. Stelling | | 2-7-19 | | | — | | | — | | | 27,477 | (3) | $ | 1,077,098 | | | 2-7-19 | | | — | | | — | | | 41,216 | (4) | | 1,615,667 | | | 2-8-18 | | | — | | | — | | | 14,819 | (3) | | 580,905 | | | 2-8-18 | | | — | | | — | | | 33,338 | (4) | | 1,306,850 | | | 2-9-17 | | | — | | | — | | | 10,655 | (3) | | 417,676 | | | 2-9-17 | | | 47,931 | (4) | | 1,878,895 | | | — | | | — | | Kevin S. Blair | | 2-7-19 | | | — | | | — | | | 13,738 | (3) | | 538,530 | | | 2-7-19 | | | — | | | — | | | 20,607 | (4) | | 807,794 | | | 12-12-19 | | | — | | | — | | | 12,451 | (3) | | 488,079 | | | 2-8-18 | | | — | | | — | | | 5,928 | (3) | | 232,378 | | | 2-8-18 | | | — | | | — | | | 13,333 | (4) | | 522,654 | | | 2-9-17 | | | — | | | — | | | 4,266 | (3) | | 167,227 | | | 2-9-17 | | | 19,170 | (4) | | 751,464 | | | — | | | — | | Andrew J. Gregory, Jr. | | 6-24-19 | | | 9,052 | (5) | | 354,838 | | | — | | | — | | Kevin J. Howard | | 2-7-19 | | | — | | | — | | | 5,495 | (3) | | 215,404 | | | 2-7-19 | | | — | | | — | | | 8,243 | (4) | | 323,126 | | | 2-8-18 | | | — | | | — | | | 1,777 | (3) | | 69,658 | | | 2-8-18 | | | — | | | — | | | 3,998 | (4) | | 156,722 | | | 2-9-17 | | | — | | | — | | | 1,197 | (3) | | 46,922 | | | 2-9-17 | | | 5,363 | (4) | | 210,210 | | | — | | | — | | Mark G. Holladay | | 2-7-19 | | | — | | | — | | | 4,945 | (3) | | 193,844 | | | 2-7-19 | | | — | | | — | | | 7,417 | (4) | | 290,746 | | | 2-8-18 | | | — | | | — | | | 2,669 | (3) | | 104,625 | | | 2-8-18 | | | — | | | — | | | 5,998 | (4) | | 235,122 | | | 2-9-17 | | | — | | | — | | | 1,197 | (3) | | 46,922 | | | 2-9-17 | | | 5,363 | (4) | | 210,210 | | | — | | | — | | Robert W. Derrick | | 2-7-19 | | | — | | | — | | | 3,076 | (3) | | 120,579 | | | 2-7-19 | | | — | | | — | | | 4,615 | (4) | | 180,908 | | | 2-8-18 | | | 1,112 | (5) | | 43,950 | | | — | | | — | | | 2-9-17 | | | 646 | (5) | | 25,323 | | | — | | | — | |
2020. | | Kessel D. Stelling | | | 2-13-20 | | | — | | | — | | | 28,343(3) | | | $917,463 | | | | 2-13-20 | | | — | | | — | | | 42,513(4) | | | 1,376,146 | | | | 2-7-19 | | | — | | | — | | | 43,761(4) | | | 1,416,544 | | | | 2-7-19 | | | — | | | — | | | 19,451(5) | | | 629,629 | | | | 2-8-18 | | | 35,396(4) | | | $1,145,769 | | | — | | | — | | | | 2-8-18 | | | — | | | — | | | 7,871(5) | | | 254,784 | | | | Kevin S. Blair | | | 2-13-20 | | | — | | | — | | | 17,004(3) | | | 550,419 | | | | 2-13-20 | | | — | | | — | | | 25,508(4) | | | 825,694 | | | | 2-7-19 | | | — | | | — | | | 9,726(5) | | | 314,831 | | | | 2-7-19 | | | — | | | — | | | 21,879(4) | | | 708,223 | | | | 12-12-19 | | | — | | | — | | | 8,815(5) | | | 285,342 | | | | 2-8-18 | | | 14,155(4) | | | 458,197 | | | — | | | — | | | | 2-8-18 | | | — | | | — | | | 3,151(5) | | | 101,998 | | | | Andrew J. Gregory, Jr. | | | 2-13-20 | | | — | | | — | | | 5,667(3) | | | 183,441 | | | | 2-13-20 | | | — | | | — | | | 8,501(4) | | | 275,177 | | | | 6-24-19 | | | — | | | — | | | 6,410(3) | | | 207,492 | | | | Mark G. Holladay | | | 2-13-20 | | | — | | | — | | | 5,667(3) | | | 183,441 | | | | 2-13-20 | | | — | | | — | | | 8,501(4) | | | 275,177 | | | | 2-7-19 | | | — | | | — | | | 7,874(4) | | | 254,881 | | | | 2-7-19 | | | — | | | — | | | 3,501(5) | | | 113,327 | | | | 2-8-18 | | | 6,367(4) | | | 206,100 | | | — | | | — | | | | 2-8-18 | | | — | | | — | | | 1,422(5) | | | 46,030 | | | | Robert W. Derrick | | | 2-13-20 | | | — | | | — | | | 3,174(3) | | | 102,742 | | | | 2-13-20 | | | — | | | — | | | 4,761(4) | | | 154,114 | | | | 2-7-19 | | | — | | | — | | | 4,899(4) | | | 158,581 | | | | 2-7-19 | | | — | | | — | | | 2,179(5) | | | 70,534 | | | | 2-8-18 | | | — | | | — | | | 595(3) | | | 19,260 | |
(1)
| Includes additional stock awards credited by reason of such awards earning dividend equivalents. MRSUs,RSUs, PSUs and RSUsMRSUs also vest in the event of death, disability or retirement after age 65 with 10 or more years of service. |
(2)
| (2) | Market value is calculated based on the closing price of Synovus’ common stock on December 31, 20192020 ($39.20)32.37) as reported on the NYSE. |
(3)
| (3)RSUs have a three-year service requirement and vest 33.3% each year over three years. |
(4)
| PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ weighted average ROATCE and relative TSR (with ROAA replacing relative TSR for the 2018 and 2019 grants) during the performance period, the payout of the PSUs may range from 0% to 150% of the target amount. In accordance with SEC rules, the number of unearned PSUs reflected in the table is based on an assumed achievement at the target performance level. PSUs granted in 2018 shown at 100% of target, although these PSUs were forfeited on February 8, 2021 because threshold performance goals were not attained. |
(5)
| MRSUs have a three-year service requirement (one-third vest for each year of service following grant) and three one-year performance periods. Based upon Synovus’ total shareholder return during the performance period, the number of MRSUs that vest each year may be adjusted upward or downward 25%. In accordance with SEC rules, the number of MRSUs in the table is based on an assumed achievement at the target performance level. |
| (4) | PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ weighted average ROAA (and ROATCE for the 2018 and 2019 grants) during the performance period, the payout of the performance stock units may range from 0% to 150% of the target amount. In accordance with SEC rules, the number of unearned PSUs reflected in the table is based on an assumed achievement at the target performance level. PSUs granted in 2017 shown at 150% of target based upon 2017-2019 performance results. |
| (5) | RSUs have a three-year service requirement and vest 33.3% each year over three years. |
| | | - 2020 — 2021 Proxy Statement53 |
TABLE OF CONTENTS SUMMARY COMPENSATION TABLE
Option Exercises and Stock Vested for Fiscal Year 20192020 The following table sets forth the number and corresponding value realized during 20192020 with respect to restricted stock units that vested for each named executive officer. No named executive officer exercised stock options during 2019. | Option Awards | Stock Awards | Name | Number of Shares
Acquired on Exercise
(#) | Value Realized
on Exercise
($) | Number of Shares
Acquired on Vesting
(#) | Value Realized
on Vesting
($)(1) | Kessel D. Stelling | | — | | | — | | | 61,549 | | $ | 2,297,678 | | Kevin S. Blair | | — | | | — | | | 8,034 | | | 296,041 | | Andrew J. Gregory, Jr. | | — | | | — | | | — | | | — | | Kevin J. Howard | | — | | | — | | | 9,035 | | | 337,283 | | Mark G. Holladay | | — | | | — | | | 9,359 | | | 349,381 | | Robert W. Derrick | | — | | | — | | | 2,173 | | | 81,130 | |
2020. | | Kessel D. Stelling | | | — | | | — | | | 78,063 | | | $2,840,160 | | | | Kevin S. Blair | | | — | | | — | | | 36,086 | | | 1,297,717 | | | | Andrew J. Gregory, Jr. | | | — | | | — | | | 3,151 | | | 66,797 | | | | Mark G. Holladay | | | — | | | — | | | 9,967 | | | 362,681 | | | | Robert W. Derrick | | | — | | | — | | | 2,331 | | | 85,012 | |
(1)
| (1) | Reflects the fair market value of the underlying shares as of the vesting date. |
Nonqualified Deferred Compensation for Fiscal Year 2019 2020 The table below provides information relating to the activity in the deferred compensation plans for the named executive officers in 2019.Name | Executive
Contributions
in Last FY
($)(1) | Registrant
Contributions
in Last FY
($)(2) | Aggregate
Earnings
in Last FY
($) | Aggregate
Withdrawals/
Distributions
($) | Aggregate
Balance
at Last FYE
($)(3) | Kessel D. Stelling | $ | 112,500 | | $ | 386,116 | | $ | 283,343 | | | — | | $ | 3,465,644 | (4) | Kevin S. Blair | | 44,196 | | | 44,196 | | | 5,568 | | | — | | | 93,961 | | Andrew J. Gregory, Jr. | | 13,154 | | | — | | | 590 | | | — | | | 13,743 | | Kevin J. Howard | | 24,393 | | | 24,393 | | | 19,214 | | | — | | | 157,911 | | Mark G. Holladay | | 21,206 | | | 21,206 | | | 164,192 | | | — | | | 876,141 | | Robert W. Derrick | | 34,010 | | | 6,510 | | | 10,545 | | | — | | | 85,622 | |
2020. | | Kessel D. Stelling | | | $112,500 | | | $348,386 | | | $336,773 | | | — | | | $4,217,292 | | | | Kevin S. Blair | | | — | | | — | | | 17,481 | | | — | | | 111,441 | | | | Andrew J. Gregory, Jr. | | | 50,415 | | | 27,763 | | | 13,734 | | | — | | | 105,655 | | | | Mark G. Holladay | | | 18,394 | | | 16,406 | | | 153,757 | | | — | | | 1,064,698 | | | | Robert W. Derrick | | | 39,886 | | | 11,312 | | | 17,043 | | | — | | | 153,863 | |
(1)
| (1) | The amounts included in this column are included in the Summary Compensation Table for 20192020 as “Salary.” |
(2)
| (2) | The amounts included in this column are included in the Summary Compensation Table for 20192020 as “All Other Compensation.” |
(3)
| (3) | Of the balances reported in this column, the amounts of $1,297,267$1,645,653, $44,190, $27,763, $232,007, and $215,601$11,312 with respect to Messrs. Stelling, Blair, Gregory, Holladay and Holladay,Derrick, respectively, were reported as compensation in the Summary Compensation Table as “Salary” or “All Other Compensation”table in previous years. No amounts were reported in previous years as “Salary” or “All Other Compensation” with respect to the other executives. |
(4)
| (4) | The year-end balance for Mr. Stelling includes $1,567,259$2,111,266 in the Deferred Plan, which had contributions of $112,500$94,734 for 2019,2020, and $1,898,385$2,106,026 in the Riverside Plan, which had contributions of $273,616$253,652 in 2019.2020. |
The Deferred Plan replaces benefits lost by executives under the qualified retirement plans due to IRS limits. Executives are also permitted to defer all or a portion of their base salary or short-term incentive award. Amounts deferred under the Deferred Plan are deposited into a rabbi trust, and executives are permitted to invest their accounts in mutual funds that are generally the same as the mutual funds available in the qualified 401(k) plan. Deferred Plan participants may elect to withdraw their accounts as of a specified date or upon their termination of employment. Distributions can be made in a single lump sum or in annual installments over a two to ten yearten-year period, as elected by the executive. Each named executive officer is 100% vested and will therefore receive his account balance in Synovus’ nonqualified deferred compensation plan upon his termination of employment for any reason. The material terms and provisions of the Riverside Plan are described on page [•]54 of this Proxy Statement. Potential Payouts upon Termination or Change of Control As described above under “Employment and Termination Agreements,” Synovus entered into a succession letter with Mr. Stelling effective December 17, 2020 in connection with the succession and transition plan announced on the same date. Under the succession letter, Mr. Stelling will serve as Executive Chairman from April 21, 2021 through December 31, 2022 and as an advisor through December 31, 2024. Pursuant to the succession letter, Mr. Stelling agreed to be bound by a noncompetition restriction and employee and customer non-solicitation covenants while he is providing services to the Company and for two years thereafter. The succession letter provides that, with respect to his service to the Company in the 2021 and 2022 performance years, Mr. Stelling will continue to receive his current annual base salary and will be eligible for short- and long-term incentive compensation as determined by the Compensation Committee on a basis no less favorable than previously applied to him , although for the 2022 performance year his target annual incentive opportunity will be reduced to 100% of his base salary and his target long-term incentive opportunity will be reduced to 200% of his base salary. For each year of service as an advisor, Mr. Stelling will receive an annual fee equal to his base — 2021 Proxy Statement | | | 61 |
TABLE OF CONTENTS SUMMARY COMPENSATION TABLE
salary, office and administrative support, financial planning assistance and security alarm monitoring service. In addition, in connection with the leadership transition of the Company and in recognition of the shareholder value created and maintained through the development of the Company’s executive team, Mr. Stelling’s continued commitment to serve the Company during the implementation of the Company’s succession plan and ensure the orderly transition of his responsibilities as CEO to his successor and his agreeing to be bound by the noncompetition and other restrictive covenants, effective January 1, 2021, Mr. Stelling will be granted a cash transition award in the amount equal to the average of the amount of his “Total” compensation less the amounts reported as “All Other Compensation” for each of the three completed calendar years prior to the date of the succession letter. As such, the value of the transition award is $5,284,810. The transition award will vest in two equal installments on each of the second and third anniversaries of the succession date, subject to Mr. Stelling’s continued provision of services to the Company and compliance with the obligations under the succession letter through the applicable vesting dates. Upon certain qualifying terminations of Mr. Stelling’s employment or advisory services or a change of control of the Company, Mr. Stelling would also be entitled to receive the transition award and the unpaid advisor fee for the remainder of the advisor period. Upon Mr. Stelling’s retirement after attaining age 65 (or a termination due to his death or disability), he would also vest in his outstanding PSU and RSU equity awards, as provided and in accordance with the terms of the applicable award agreements (see below for vesting on certain terminations following a change of control). Mr. Stelling would also receive his vested account balances shown above in the Nonqualified Deferred Compensation table upon his termination, payable as described above. Synovus has entered into change of control agreements with its named executive officers. Under these agreements, benefits are payable upon the occurrence of two events (also known as a “double trigger”). The first event is a change of control and the second event is the termination of an executive’s employment by Synovus for any reason other than “cause,” death, or disability, or by the executive for “good reason,” within two years 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 of 1934, 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, “good reason” means 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. TABLE OF CONTENTS
SUMMARY COMPENSATION TABLE
In the event payments are triggered under the agreements, each named executive will receive a specified multiple of his base salary in effect prior to the termination plus a percentage of his base salary equal to the average short-term incentive award percentage earned over the previous three calendar years prior to the termination, as well as a pro rata short-term incentive award calculated at target for the year of termination. The severance multiple is 2x for Mr. Derrick and 3x for other named executive officers. These amounts are paid to the named executive in a single lump-sum cash payment. Each named executive will also receive health and welfare benefits for a number of years equal to the severance multiple. In addition, executives who entered into agreements prior to the prohibition on tax gross-ups adopted by the Compensation Committee (see page [•]54) will receive an amount that is designed to “gross-up” the executive for any excise taxes that are payable by the executive as a result of the payments under the agreement, but only if the total change of control payments to the executive exceed 110% of the applicable IRS cap. In addition, the award agreements governing the PSU and RSU equity awards include “double trigger” vesting provisions similar to those described above for the change of control agreements, and as such, on a qualifying termination during the two years following a change of control, outstanding PSU and RSU awards held by our named executive officers would vest. The following table quantifies the estimated amounts that would be payable under the change of control agreements and equity award agreements, assuming the triggering events occurred on December 31, 2019.2020. In addition to the amounts set forth in the table below, executives would also receive a distribution of their deferred compensation vested account balance shown above in the Nonqualified Deferred Compensation Table upon their separation of employment on December 31, 2019. | Base
Salary | Average
3-Yrs
Short-
Term
Incentive
Award | Pro-Rata
Target
Short-
Term
Incentive
Award | Health
and
Welfare
Benefits | Stock
Award
Vesting(1) | Excise
Tax
Gross-
up(2) | Total | Kessel D. Stelling | $ | 3,375,000 | | $ | 5,062,500 | | $ | 1,406,250 | | $ | 74,484 | | $ | 6,250,793 | | | — | | $ | 16,169,027 | | Kevin S. Blair | | 2,085,750 | | | 2,029,914 | | | 556,200 | | | 74,484 | | | 3,257,638 | | | — | | | 8,003,986 | | Andrew J. Gregory, Jr. | | 1,425,000 | | | — | | | 356,250 | | | 74,484 | | | 354,838 | | | — | | | 2,210,572 | | Kevin J. Howard | | 1,390,500 | | | 1,084,590 | | | 324,450 | | | 74,484 | | | 951,972 | | | — | | | 3,825,966 | | Mark G. Holladay | | 1,229,706 | | | 954,990 | | | 245,941 | | | 74,484 | | | 1,011,399 | | | — | | | 3,516,520 | | Robert W. Derrick | | 659,200 | | | 207,744 | | | 197,760 | | | 49,656 | | | 370,400 | | | — | | | 1,484,760 | |
2020. | | Kessel D. Stelling | | | $3,375,000 | | | $4,882,500 | | | $1,406,250 | | | $75,420 | | | $5,740,335 | | | — | | | $15,479,505 | | | | Kevin S. Blair | | | 2,085,750 | | | 1,877,175 | | | 695,250 | | | 75,420 | | | 3,244,704 | | | — | | | 7,798,299 | | | | Andrew J. Gregory, Jr. | | | 1,425,000 | | | 1,097,250 | | | 267,188 | | | 75,420 | | | 666,110 | | | — | | | 3,530,968 | | | | Mark G. Holladay | | | 1,229,706 | | | 885,388 | | | 245,941 | | | 75,420 | | | 1,078,956 | | | — | | | 3,515,411 | | | | Robert W. Derrick | | | 750,000 | | | 257,475 | | | 225,000 | | | 50,280 | | | 505,231 | | | — | | | 1,787,986 | |
(1)
| (1) | Estimated by multiplying number of stock awards that vest upon change of control by fair market value on December 31, 2019.2020. Awards vest in full at target upon involuntary or constructive termination of employment within two years following a change of control. Stock awards also vest upon death,, disability or retirement after age 65 with 10 or more years of service.service. |
(2)
| (2) | Excise taxes on vesting of PSU awards estimated by including full value of awards. Excise taxes on vesting of restricted stock unit and MRSU awards estimated by multiplying amount of awards that vest upon change of control by 1% for each month of accelerated vesting. Total estimated excise tax amount divided by 43.55%, which percentage is designed to calculate the amount of gross-up payment necessary so that executive is placed in the same position as though excise tax did not apply. No gross-up payment is made if change of control payment does not exceed IRS cap by 110%, which was the case for Messrs. Stelling Howard and Holladay. The agreements for Mr. Blair, Mr. Gregory and Mr. Derrick do not contain a gross-up provision. |
Executives who receive these benefits are subject to a confidentiality obligation with respect to non-public and confidential information about Synovus they possess. There are no provisions regarding a waiver of this confidentiality obligation. No perquisites or other personal benefits are payable under the change of control agreements. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The CEO to median employee pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) 62 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS SUMMARY COMPENSATION TABLE
of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies. We identified the median employee from a list of all employees (full-time and part-time) employed as of December 31, 2019.2020. We determined the median employee based on each employee’s annual earnings (consisting of salaries, bonuses and commissions), annualizing earnings for employees who were not employed for a full year in 2019.2020. After identifying the median employee, we added compensation under our Company sponsored broad-based employee benefit plans to the earnings of the median employee for 20192020 and to the CEO’s total compensation as reflected in the Summary Compensation Table for 20192020 (adding $32,552$24,922 to the CEO’s compensation amount). Based on the foregoing, the CEO’s 20192020 annual total compensation is $5,222,995$5,254,187 and the median annual total compensation of all employees (except for the CEO) is $65,896,$68,221, resulting in a CEO pay ratio of approximately 7977 to 1. | | | - 2020 Proxy Statement 5563
|
TABLE OF CONTENTS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Related Party Transaction Policy Synovus’ Board of Directors has adopted a written policy for the review, approval or ratification of certain transactions with related parties of Synovus, which policy is administered by the Corporate Governance and Nominating Committee. Transactions that are covered under the policy include any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year; (2) Synovus is a participant; and (3) any related party of Synovus (such as an executive officer, director, nominee for election as a director or greater than 5% beneficial owner of Synovus stock, or their immediate family members) has or will have a direct or indirect interest. Among other factors considered by the Committee when reviewing the material facts of related party transactions, the Committee must take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. Certain categories of transactions have standing pre-approval under the policy, including the following: the employment of non-executive officers who are immediate family members of a related party of Synovus so long as the annual compensation received by this person does not exceed $250,000, which employment is reviewed by the Committee at its next regularly scheduled meeting; and certain limited charitable contributions by Synovus, which transactions are reviewed by the Committee at its next regularly scheduled meeting. The policy does not apply to certain categories of transactions, including the following: certain lending transactions between related parties and Synovus and any of its banking and brokerage subsidiaries; certain other financial services provided by Synovus or any of its subsidiaries to related parties, including retail brokerage, deposit relationships, investment banking and other financial advisory services; and transactions that occurred, or in the case of ongoing transactions, transactions that began, prior to the date of the adoption of the policy by the Synovus Board. Related Party Transactions in the Ordinary Course During 2019,2020, Synovus’ executive officers and directors (including their immediate family members and organizations with which they are affiliated) were also banking customers of Synovus and/or its subsidiaries. The lending relationships with these directors and officers (including their immediate family members and organizations with which they are affiliated) 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 persons not related to the lender 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. For purposes of determining director independence, the Board considered the lending and/or other financial services relationships provided to each of our directors and nominees, their immediate family members and/or their affiliated organizations during 20192020 and determined that none of the relationships constitute a material relationship with Synovus. The services provided to these directors and nominees were 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. See “Corporate Governance and Board Matters—Independence.” Other Related Party Transactions In 2019,2020, Synovus and its wholly owned subsidiaries paid to Communicorp, Inc., a wholly-owned subsidiary of Aflac Incorporated, $427,442$291,555 for printing, marketing and promotional services, which payments are comparable to payments between similarly situated unrelated third parties for similar services. Teresa White, a director, is President of Aflac US. The payments to Communicorp by Synovus and its subsidiaries represent less than 0.002%approximately 0.001% of Aflac’s 20192020 gross revenues. The Board considered these transactions and determined that Ms. White is independent pursuant to Synovus’ categorical standards of independence. 5664
| | | - 2020 — 2021 Proxy Statement |
TABLE OF CONTENTS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Securities Exchange Act of 1934 requires Synovus’ officers and directors, and persons who own more than ten percent of Synovus stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the NYSE. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish Synovus with copies of all Section 16(a) forms they file. To Synovus’ knowledge, based solely on its review of the copies of such forms received by it, and written representations from certain reporting persons, Synovus believes that during the fiscal year ended December 31, 2019,2020, its officers, directors and greater than ten percent beneficial shareholders timely complied with all applicable Section 16(a) filing requirements, except that two of such Section 16(a) reports were filedMs. Hurley had one transaction that was reported late (one for Mr. Butler and one for Mr. Storey).due to an administrative error. SHAREHOLDER PROPOSALS AND NOMINATIONS In order for a shareholder proposal to be considered for inclusion in Synovus’ Proxy Statement for the 20212022 annual meeting of shareholders, the written proposal must be received by the Corporate Secretary of Synovus at the address below. The Corporate Secretary must receive the proposal no later than [•], 2020.November 10, 2021. The proposal will also need to comply with the SEC’s regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company sponsored proxy materials. Proposals should be addressed to: Corporate Secretary
Synovus Financial Corp.
1111 Bay Avenue, Suite 500
For a shareholder proposal that is not intended to be included in Synovus’ Proxy Statement for the 20212022 annual meeting of shareholders, or if you want to nominate a person for election as a director, you must provide written notice to the Corporate Secretary at the address above. The Secretary must receive this notice not earlier than December 23, 202022, 2021 and not later than January 22, 2021.21, 2022. The notice of a proposed item of business must provide information as required in the bylaws of Synovus which, in general, require that the notice include, for each matter, a brief description of the matter to be brought before the meeting; the reason for bringing the matter before the meeting; your name, address, and number of shares you own beneficially or of record; and any material interest you have in the proposal. The notice of a proposed director nomination must provide information as required in the bylaws of Synovus which, in general, require that the notice of a director nomination include your name, address and the number of shares you own beneficially or of record; the name, age, business address, residence address and principal occupation of the nominee; and the number of shares owned beneficially or of record by the nominee, as well as information on any hedging activities or derivative positions held by the nominee with respect to Synovus shares. It must also include the information that would be required to be disclosed in the solicitation of proxies for the election of a director under federal securities laws. You must submit the nominee’s consent to be elected and to serve, as well as a statement as to whether each nominee, if elected, intends to tender promptly following such person’s failure to receive the required vote for election or re-election, an irrevocable resignation effective upon acceptance by the Board of Directors, in accordance with Synovus’ Corporate Governance Guidelines. A copy of the bylaw requirements will be provided upon request to the Corporate Secretary at the address above. | | | - 2020 Proxy Statement 5765
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TABLE OF CONTENTS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A copy of Synovus’ 20192020 Annual Report accompanies this Proxy Statement or, in the case of shareholders who receive Notice and Access, is available on the website with the Proxy Statement. Additional copies of the 20192020 Annual Report, without exhibits, will be furnished, without charge, by writing to the Corporate Secretary, Synovus Financial Corp., 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901. The 20192020 Annual Report is also available at investor.synovus.com under the “Financial Information” tab. Caution Concerning Forward-Looking Statements This Proxy Statement contains “forward-looking statements” - that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, see the risks and other factors set forth in our filings with the SEC, including those set forth in our 2020 Annual Report. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law. Actual results could differ materially. Synovus will pay the cost of soliciting proxies. Proxies may be solicited on behalf of Synovus by directors, officers or employees by mail, in person or by telephone, facsimile or other electronic means, for which they will receive no additional compensation. Synovus will reimburse brokerage firms, nominees, custodians, and fiduciaries for their out-of-pocket expenses for forwarding proxy materials to beneficial owners. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies with respect to shares of our common stock held of record by brokers, nominees and institutions and, in certain cases, by other holders. Such solicitation may be made through the use of mail, by telephone or by personal calls. The anticipated cost of the services of Innisfree is $20,000$15,000 plus expenses. The Securities and Exchange Commission’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement to those shareholders. This method of delivery, often referred to as householding, should reduce the amount of duplicate information that shareholders receive and lower printing and mailing costs for companies. Synovus and certain intermediaries are householding proxy materials for shareholders of record in connection with the Annual Meeting. This means that: Only one Notice or Proxy Statement and 20192020 Annual Report will be delivered to multiple shareholders sharing an address unless you notify your broker or bank to the contrary; You can contact Synovus by calling (706) 644-0948641-6500 or by writing Director of Investor Relations, Synovus Financial Corp., 1111 Bay Avenue, Suite 200, Columbus, Georgia 31901 to request a separate copy of the Notice or 20192020 Annual Report and Proxy Statement for the Annual Meeting and for future meetings or, if you are currently receiving multiple copies, to receive only a single copy in the future or you can contact your bank or broker to make a similar request; and You can request delivery of a single copy of the Notice, 20192020 Annual Report or Proxy Statement from your bank or broker if you share the same address as another Synovus shareholder and your bank or broker has determined to household proxy materials. 5866
| | | - 2020 — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix A: Synovus Financial Corp. Director Independence Standards
The following independence standards have been approved by the Board of Directors and are included within Synovus’ Corporate Governance Guidelines.A majority of the Board of Directors will be directors that the Board of Directors has affirmatively determined meet the criteria for independence required by the NYSE and the Corporate Governance Guidelines. A. Categorical Standards for Director Independence The Corporate Governance and Nominating Committee will make recommendations to the Board annually as to the independence of directors as defined by the NYSE. To be considered independent under the NYSE Listing Standards, the Board must determine that a director does not have any direct or indirect material relationship with the Company. The Board has established the following standards to assist it in determining director independence. A director is not independent if: The director is, or has been within the last three years, an employee of the Company or an immediate family member is, or has been within the last three years, an executive officer of the Company. The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (Compensation received by an immediate family member for service as an employee of the Company (other than an executive officer) is not taken into consideration under this independence standard). (A) The director is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time. The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee. The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. (The principal amount of loans made by the Company to any director or immediate family member shall not be taken into consideration under this independence standard; however, interest payments or other fees paid in association with such loans would be considered payments.) The following relationships will not be considered to be material relationships that would impair a director’s independence: The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services (including financial services) in an amount which, in the prior fiscal year, is less than the greater of $1 million, or 2% of such other company’s consolidated gross revenues. (In the event this threshold is exceeded, and where applicable in the standards set forth below, the three year “look back” period referenced above will apply to future independence determinations). The director or an immediate family member of the director is a partner of a law firm that provides legal services to the Company and the fees paid to such law firm by the Company in the prior fiscal year were less than the greater of $1 million, or 2% of the law firm’s total revenues. The director or an immediate family member of the director is an executive officer of a tax exempt organization and the Company’s contributions to the organization in the prior fiscal year were less than the greater of $1 million, or 2% of the organization’s consolidated gross revenues. The director received less than $120,000 in direct compensation from the Company during the prior twelve month period, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). The director’s immediate family member received in his or her capacity as an employee of the Company (other than as an executive officer of the Company), less than $250,000 in direct compensation from the Company in the prior fiscal year, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). The director or an immediate family member of the director has, directly, in his or her individual capacities, or, indirectly, in his or her capacity as the owner of an equity interest in a company of which he or she is not an employee, lending relationships, deposit relationships or other banking relationships (such as depository, trusts and estates, private banking, investment banking, investment management, custodial, securities brokerage, insurance, cash management and similar services) with the Company provided that: | 1.
| Such relationships are in the ordinary course of business of the Company and are on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons; and |
| | | - 2020 Proxy Statement A-1
|
TABLE OF CONTENTS Appendix A: Synovus Financial Corp. Director Independence Standards
| 2.
| With respect to extensions of credit by the Company’s subsidiaries: |
| (a)
| such extensions of credit have been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve, Sections 23A and 23B of the Federal Reserve Act and Section 13(k) of the Securities Exchange Act of 1934; and |
| (b)
| no event of default has occurred under the extension of credit. |
For relationships not described above or otherwise not covered in the above examples, a majority of the Company’s independent directors, after considering all of the relevant circumstances, may make a determination whether or not such relationship is material and whether the director may therefore be considered independent under the NYSE Listing Standards. The Company will explain the basis of any such determinations of independence in the next proxy statement. For purposes of these independence standards an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home. For purposes of these independence standards “Company” includes any parent or subsidiary in a consolidated group with the Company.
B. Additional Criteria for Independent Audit Committee and Compensation Committee MembersIn addition to being independent as determined under the Categorical Standards for Independence set forth in “A” above, members of the Audit Committee shall not (a) accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries other than directors’ fees or (b) be an “affiliated person” of the Company or any or its subsidiaries, all as set forth in Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and members of the Compensation Committee (a) shall not have any relationship to the Company that is material to such director’s ability to be independent from the Company’s management in connection with the duties of a Compensation Committee member, after taking into consideration all factors specifically relevant to the relationship pursuant to NYSE Listing Standard 303A.02(a)(ii) and the criteria set forth in Rule 10C-1(b)(1) promulgated under the Exchange Act and (b) must qualify as “outside directors” as such term is defined under Section 162(m) of the Internal Revenue. A-2 | | | - 2020 — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix B: Synovus Financial Corp. 2021 Employee Stock Purchase Plan
Appendix B-1: AmendmentThe name of this plan is the Synovus Financial Corp. 2021 Employee Stock Purchase Plan (the “Plan”). The purpose of the Plan is to Synovus’ Amendedenable Synovus and Restated Articlesits subsidiaries to provide their employees a convenient means of Incorporationpurchasing, by means of voluntary payroll deductions and matching contributions from the Participating Employers, shares of Synovus Common Stock on the open market, and to Eliminate 10-1 Voting Provisionsthereby promote interest in its success and growth and to encourage continuity of employment among its employees.ARTICLE I
DEFINITIONS A.
| 1. | Administrator: The nameAdministrator of the corporationPlan, which shall be Synovus or any Affiliate designated by Synovus from time to time to administer the Plan. |
B.
| Affiliate of Synovus: Subsidiaries of Synovus or divisions of Synovus Bank. |
C.
| Agent: The Agent of the Plan, which shall be Fidelity Investments and any duly appointed successor Agent. |
D.
| Beneficiary Designation Election: The election that a Participant makes to designate the Participant's beneficiary to receive his or her interest in the Plan in the event of Participant's death prior to receipt thereof. |
E.
| Compensation: The base salary or wages paid to a Participant by a Participating Employer, including commissions for those Participants who are paid solely on a commission basis (unless a Participant's written employment agreement (if any) with Synovus or any affiliate company of Synovus establishes a contractual limitation for such Participant, in which case “Compensation” for such Participant would be as defined in such written Employment Agreement), but excluding bonuses, incentive bonuses, overtime pay or amounts contributed by a Participating Employer to this or any other non-qualified plan or trust, to any qualified plan or trust within the meaning of Sections 401(a) and 501 of the Internal Revenue Code of 1986, as amended, including, but not limited to, the Synovus Profit Sharing, 401(k) Savings and Money Purchase Pension Plans, or such other qualified employee benefit, fringe benefit or welfare benefit plan Synovus or a Participating Employer may hereafter adopt. The maximum amount of Compensation that may be taken into account under the Plan for any purpose on an annual basis shall be $250,000. |
F.
| Deduction Date: The payroll date upon which bi-weekly Participant payroll deductions and bi-weekly Participating Employer contributions to the Plan shall be made. |
G.
| Effective Date of the Plan: July 1, 2021. |
H.
| Eligible Employee: Any employee of a Participating Employer who has been regularly scheduled to work twenty (20) hours per week or more for any Participating Employer for a period of ninety (90) calendar days or more. Employment includes authorized leaves of absence and all uninterrupted periods of employment by one or more Participating Employers. |
I.
| First Deduction Date: The first Deduction Date of an Eligible Employee following ninety (90) calendar days of employment. |
J.
| Participant: An Eligible Employee who shall have become a Participant in the Plan by making a Payroll Deduction Authorization Election and (i) whose participation in the Plan shall not have been terminated in accordance with Article XIII or XIV of the Plan, or (ii) who shall have been reinstated as a Participant in the Plan in accordance with Article II of the Plan. |
K.
| Participating Employer: Synovus, any Affiliate of Synovus, Synovus Bank or any division of Synovus Bank. |
L.
| Payroll Deduction Authorization Election: The election which each Eligible Employee must make to become a Participant or to change participation in the Plan, whether such election is made telephonically, electronically or otherwise as authorized by Synovus. This election shall contain, in addition to other pertinent payroll deduction information, the Participant's appointment of the Agent to provide for the acquisition of Synovus Common Stock for his or her benefit under the Plan. |
M.
| Plan: The Synovus Financial Corp. (the “2021 Employee Stock Purchase Plan. |
N.
| CorporationPlan Account”).: The Corporationseparate account that is organizedrequired to be established and maintained with respect to each Participant for the purpose of recording the Participant’s cash contributions, Participating Employer contributions, and Synovus Common Stock purchased and allocated for the Participant under the lawsPlan.
|
O.
| Plan Year: The period commencing on January 1st of each year and ending on December 31st of each year. |
P.
| Synovus: Synovus Financial Corp., the sponsor and administrator of the StatePlan. |
Q.
| Synovus Common Stock: The shares of Georgia.common stock, par value of $1.00 per share, Synovus, and any shares that may be issued and exchanged for or upon a change of such shares whether in subdivision or in combination thereof and whether as a part of a classification or reclassification thereof, or otherwise. |
— 2021 Proxy Statement | | | B-1 |
TABLE OF CONTENTS Appendix B: Synovus Financial Corp. 2021 Employee Stock Purchase Plan
ARTICLE II
PARTICIPATION Any Eligible Employee of a Participating Employer may initially become a Participant in the Plan by making a Payroll Deduction Authorization Election to do so. An Eligible Employee of a Participating Employer whose participation in the Plan has been terminated pursuant to Article XIII of the Plan may reinstate his or her participation in the Plan by making a new Payroll Deduction Authorization Election to do so. ARTICLE III
PARTICIPANT PAYROLL DEDUCTIONS Participants may contribute to the Plan only through Participant payroll deductions. Participant payroll deductions shall be made as a percentage of Compensation. Participant payroll deductions may not be less than one percent of a Participant's Compensation, and the maximum deduction may not exceed the maximum percentage of Compensation limitations set forth herein below. The maximum percentage of Compensation for Participant payroll deductions shall be based on the following: (a)
| The Participant's Compensation; and |
(b)
| The Participant's period of employment with a Participating Employer during which period the Participant has been regularly scheduled to work twenty (20) hours per week or more, according to the following schedule: |
| | At least three months, but less than one year | | | 3% | | | | At least one year, but less than five years | | | 5% | | | | At least five years, but less than ten years | | | 6% | | | | Ten years or more | | | 7% | |
A Participant with no service breaks that exceed twelve (12) months shall be given credit for all of his or her periods of employment with one or more Participating Employers for the purpose of determining the maximum percentage of Compensation for the Participant’s payroll deduction, including, but not limited to, (i) a transfer of employment from one Participating Employer to another Participating Employer and (ii) all previous periods of employment with any Participating Employer by an Eligible Employee. A Participant who has a break in service which exceeds twelve (12) months shall not receive credit for employment prior to such break in service. Participant payroll deductions shall be made only on Deduction Dates. A Participant may increase, decrease or temporarily suspend his or her Participant payroll deductions by making a Payroll Deduction Authorization Election. Such increase, decrease or temporary suspension will be effective as promptly as practicable. Participant payroll deductions may be terminated pursuant to Article XIII hereof. As promptly as practicable on or after each Deduction Date, each Participating Employer shall remit each Participant's payroll deduction to the Administrator. ARTICLE IV
PARTICIPATING EMPLOYER MATCHING CONTRIBUTIONS Participating Employers shall make matching contributions to the Plan for each of their employees who are Participants in the Plan of up to fifty percent (50%) of the amount of each such Participant's payroll deduction to the Plan. The Board of Directors may elect to establish a lower matching contribution or may eliminate the matching contribution altogether. Participants shall be provided with written notice of any decrease in the matching contribution percentage prior to the effective date of such decrease. Participating Employer contributions shall be made on Deduction Dates. As promptly as practicable on or after each Deduction Date, Participating Employers will remit their contributions to the Administrator, who will forward such contributions to the Agent on a quarterly basis. As Participating Employer contributions to the Plan must be treated by the Participants for whom such contributions are made as compensation income, such amounts will be reflected on the payroll voucher of such Participants as additional compensation income paid by the Participating Employers to such Participants, and such amounts will in turn appear on the payroll vouchers of such Participants as having been withheld from their pay by the Participating Employers to reflect the Participating Employers' contributions made to the Plan for the benefit of such Participants, and the Participating Employers shall withhold additional State and Federal income taxes and Social Security taxes from the pay of such Participants to cover such amount, all at the times Participant payroll deductions are withheld. This information will be included in the Form W-2 furnished annually by the Participating Employers to Participants in the Plan. ARTICLE V
ADMINISTRATION OF PLAN The Plan shall be administered by Synovus, with assistance from each of the Participating Employers. Synovus may, from time to time, adopt rules and regulations not inconsistent with the Plan for carrying out the Plan or for providing for any and all matters not specifically covered herein. The functions and duties of Synovus as administrator of the Plan, in general, are as follows: (a)
| 2.To make provision for payment of contributions to the Agent. |
(b)
| InTo establish rules for the administration and to construe the terms of the Plan, including, but not limited to, the discretionary authority to determine eligibility for participation in the Plan, a Participant’s period of employment and the maximum percentage and amount of |
B-2 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix B: Synovus Financial Corp. 2021 Employee Stock Purchase Plan
Compensation for Participant payroll deductions, which rules for administration and construction of terms will apply to all Participants similarly situated. (c)
| To develop rules and procedures for making Participant elections or changes in connection with the Corporation’s decisionPlan. |
(d)
| To maintain, with the assistance of the Agent, records, including, but not limited to, eliminatethose with respect to Participating Employer contributions, Participant payroll deductions and dividends paid to the 10-1 voting provisionsAgent. |
(e)
| To file with the appropriate governmental agencies any and all reports and notifications required of the Plan and to provide all Participants and beneficiaries with any and all reports and notifications to which they are by law entitled. |
(f)
| To engage a certified public accountant to perform an annual audit of the Plan. |
(g)
| To give prompt notification to the Agent of the effectiveness, and the initiation of proceedings that would result in the termination of effectiveness, of the registration, exemption or qualification of the Plan and/or the Synovus Common Stock offered thereunder under applicable federal and state securities laws. |
(h)
| To receive and to promptly forward to the Agent the written requests of Participants for the issuance to any third party of shares or cash, if applicable, for all or part of the full number of shares of Synovus Common Stock in such Participants' Plan Accounts. |
(i)
| To perform any and all other functions reasonably necessary to administer the Plan.Synovus shall indemnify each employee of Synovus and the Participating Employers involved in the administration of the Plan against all costs, expenses and liabilities, including attorney's fees, incurred in connection with any action, suit, or proceeding instituted against such employee alleging any act or omission or commission performed by such employee while acting in good faith in discharging his or her duties with respect to the Plan. This indemnification is limited to the extent such costs and expenses are not covered under insurance as may be now or hereafter provided by Synovus or the appropriate Participating Employer. |
ARTICLE VI
AGENT OF THE PLAN All contributions by the Participating Employers and Participants shall be made in cash only. All contributions so received (hereinafter referred to as the “Fund”), shall be held, managed, and administered pursuant to the terms of the Plan. No part of the Fund shall be used for or diverted to purposes other than for the exclusive benefit of the Participants and former Participants in the Plan. The Agent shall have the following powers and authority in the administration and investment of the Fund: (a)
| To purchase for the benefit of the Participants in the Plan shares of Synovus Common Stock in its Articlesname as Agent, to receive the shares of Incorporation, paragraphs (b), (c), (d), (e),Synovus Common Stock previously acquired under the existing Plan and (f)to retain the same and to cause the shares of Article 4Synovus Common Stock held as part of the ArticlesFund to be allocated, reallocated, and disposed of Incorporationpursuant to the terms of the Plan. |
(b)
| To cause any Synovus Common Stock held as part of the Fund to be registered in the Agent's own name or in the name of one or more nominees, but the books and records of the Agent shall at all times show that all such investments are hereby deletedpart of the Fund. |
(c)
| To keep such portion of the Fund in their entirety,cash or cash balances as the Agent, from time to time, may in its sole discretion deem to be in the best interests of the Participants in the Plan without liability for interest thereon. |
(d)
| To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments as may be necessary or appropriate to carry out the second paragraphpowers herein granted. |
(e)
| To employ subagents to engage in the actual open market purchase of Article 4 is hereby amendedSynovus Common Stock for the benefit of the Participants in the Plan. |
(f)
| To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Agent may deem necessary or desirable to read as follows:administer the Fund, and to carry out and satisfy the purposes and intent of the Plan. |
The Agent shall keep accurate and detailed accounts of all receipts, disbursements, and other transactions hereunder, including, but not limited to, Participant payroll deductions received, Participating Employer contributions received, dividends and other distributions received, and Synovus Common Stock purchased, allocated and held for, and Synovus Common Stock distributed to, Participants hereunder. All accounts, books, and records relating to such transactions shall be open to inspection and audit at all reasonable times by any person designated by Synovus. On or before the fifteenth day following the close of each quarter or upon such other reporting schedules and for such other reporting periods as Synovus and the Agent of the Plan shall agree, the Agent shall file with Synovus a written report setting forth all receipts, disbursements, and other transactions effected during such preceding quarter or reporting period, and setting forth the current status of the Fund. ARTICLE VII
STOCK PURCHASE The Agent shall use the funds in the Plan to purchase shares of Synovus Common Stock in the open market for the benefit of the Participants in the Plan on a quarterly basis. In the event that the Agent retains the services of subagents to make such purchases of shares of Synovus Common Stock, such subagents shall not be controlled by, controlling or under common control with Synovus or its affiliates. Neither Synovus nor any of its affiliates shall have, nor exercise, directly or indirectly, any control or influence over the times when, or the prices at which, the Synovus Common Stock may be purchased by the Agent or any subagents, the amounts of Synovus Common Stock to be so purchased or the manner in which such Synovus Common Stock is to be purchased. The Agent may retain the services of said subagents only upon the execution of subagency agreements by and between the Agent and subagents which set forth terms and conditions not materially different from those contained herein with regard to the purchase of Synovus Common Stock. — 2021 Proxy Statement | | | B-3 |
“Every holderTABLE OF CONTENTS
Appendix B: Synovus Financial Corp. 2021 Employee Stock Purchase Plan
Neither the Agent, Synovus nor any subagent retained by the Agent shall have any responsibility as to the value of Synovus Common Stock acquired under the Plan. The duties of the Agent and any subagent to cause the purchase of Synovus Common Stock under the Plan shall be subject to any and all legal restrictions or limitations imposed at any time by governmental authority, including, but not limited to, the Securities and Exchange Commission, and shall be subject to any other restrictions, limitations or considerations deemed valid by such Agent or any subagent. Accordingly, neither the Agent, Synovus nor any subagent shall be liable in any way if, as a result of such restrictions, limitations or considerations, the whole amount of funds available under the Plan for the purchase of Synovus Common Stock is not applied to the purchase of such shares at the time herein otherwise provided or contemplated. ARTICLE VIII
ALLOCATION OF STOCK As promptly as practical after each purchase by the Agent (or any subagents) of Synovus Common Stock for the benefit of the Participants in the Plan, the Agent shall determine the average cost per share of all shares so purchased. The Agent shall then proportionally allocate such shares to the Plan Accounts of the Participants, charging each such Participant with the average cost, including transactional costs, of the shares so allocated. Full shares and fractional share interests in one share (to four decimal places) shall be allocated. ARTICLE IX
ISSUANCE OF SHARES OF SYNOVUS COMMON STOCK AND/OR CASH A Participant may request that the Agent issue shares or sell shares for all or a part of the full number of shares of Synovus Common Stock in a Participant's Plan Account for which the six-month holding period has been satisfied or for which the six-month holding period does not apply. As promptly as practicable after the later of such Participant’s request and satisfaction of the six-month holding period, if applicable, the Agent will (1) issue such shares to such Participant, to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan account, or to any person or brokerage account designated in writing by such Participant; or (2) sell all or the specified number of shares, deduct brokerage commissions and a transaction charge, and issue a check made payable to the Participant or deposit the net proceeds directly to the account specified by the Participant. The Agent will notify the Administrator of such issuance or sale of shares. The Participant request must clearly indicate the number of shares to be issued or sold, or specify that all shares held in such Participant's Plan Account are to be issued or sold. If administratively practicable, the Participant request may specify a sales price limit (i.e., a limit order). ARTICLE X
DIVIDENDS AND DISTRIBUTIONS Stock dividends and stock splits received by the Agent will be allocated by such Agent to each Participant's Plan Account to the extent that such stock is attributable to the allocated Synovus Common Stock in such Participant's Plan Account. Cash dividends received by the Agent of the Plan shall be used to acquire additional shares of Synovus Common Stock pursuant to the provisions of the Plan, and such shares so acquired will be allocated proportionally to the Plan Accounts of Participants. Shares acquired through such dividend reinvestment shall not be subject to the six-month holding period of Article XVI. ARTICLE XI
VOTING RIGHTS Each Participant in the Plan shall have the rights and powers of ordinary shareholders with respect to the shares of Synovus Common Stock in such Participant's Plan Account, including, but not limited to, the right to vote such shares. Synovus shall deliver or cause to be delivered to Participants at the time and in the manner such materials are sent to Synovus shareholders generally all reports, proxy solicitation materials and all other disclosure type communications distributed to Synovus shareholders generally. ARTICLE XII
REPORTS TO PARTICIPANTS As soon as practical following the end of each Plan Year, or more often and as often as Synovus may elect, Synovus and/or the Agent shall send to each Participant a written report of all transactions for such Participant’s benefit under the Plan for such Plan Year. ARTICLE XIII
TERMINATION OF PARTICIPATION IN PLAN A Participant may terminate his or her participation in the Plan by making a Payroll Deduction Authorization Election to do so. Such termination will be effective as promptly as practicable. As promptly as practicable, the Agent will purchase share of Synovus common stock ofwith the corporation shall be entitled to one (1) votecash remaining in person or by proxy on each matter submitted to a vote at a meeting of shareholders for each share of the common stock held by such holderParticipant’s Plan Account as of the recordnext quarterly purchase date. As soon as practicable thereafter, in accordance with the former Participant’s instructions, the Agent will: (1) issue the number of shares of Synovus Common Stock allocated to the Participant’s Plan Account (provided the shares have been held at least six months as required in Article XVI(a) of the Plan, if applicable) to the Participant's Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other person or brokerage account designated by the Participant in writing; or (2) issue a check made payable to the Participant or deposit directly to an account specified by the Participant the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge. The Agent will notify the Administrator of such issuance or sale of shares. If a Participant terminates his or her participation in the Plan, such Participant may re-enter the Plan by making a new Payroll Deduction Authorization Election pursuant to Article II. Assignments or pledges of any interests under the Plan are not allowed. ARTICLE XIV
TERMINATION OF EMPLOYMENT Participation in the Plan shall automatically terminate without notice upon termination of the Participant's employment with a Participating Employer whether by death, retirement or otherwise. If termination is other than by death, the Agent will purchase share of Synovus Common Stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As promptly as practical thereafter, the Agent will: (1) issue the number of shares of Synovus Common Stock allocated to the Participant’s Plan Account (regardless of whether the shares have been held for the B-4 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix B: Synovus Financial Corp. 2021 Employee Stock Purchase Plan
six-month holding period) to the Participant or to the Participant's Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other person or brokerage account designated by the Participant in writing; or (2) issue a check made payable to the Participant or deposit directly to an account specified by the Participant the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge. The Agent will notify Synovus of such issuance or sale of shares. If no such instructions are provided by the former Participant within 120 days following the date of such meeting.”termination, the shares will be delivered to the Participant’s Dividend Reinvestment and Direct Stock Purchase Plan Account. If termination is by reason of death, the Agent will, as promptly as practical, purchase shares of Synovus Common Stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As soon as practicable thereafter, in accordance with the instructions of the former Participant’s beneficiary, the Agent will: (1) issue the number of shares of Synovus Common Stock allocated to the former Participant's Plan Account (regardless of whether such shares have been held for the six-month holding period) to such beneficiary or to such beneficiary’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other brokerage account designated by such beneficiary in writing, or (2) issue a check to such beneficiary or deposit directly into an account specified by such beneficiary the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge. ARTICLE XV
EXPENSES Synovus shall bear the cost of administering the Plan, including any transfer taxes incurred in transferring the Synovus Common Stock from the Plan to the Participants. Any broker's fees, commissions or other transaction costs actually incurred will be included in the cost of Synovus Common Stock to Participants. However, if a Participant requests overnight delivery or other special delivery or handling services in connection with the Synovus Common Stock held in the Participant's Plan Account, the cost of such delivery or services will be charged to the Participant by the Agent. ARTICLE XVI
LIMITATIONS ON THE SALE OF STOCK (a)
| 3.Holding Period. Shares of Synovus Common Stock purchased by the Agent on behalf of any Participant, other than shares of Synovus Common Stock purchased through dividend reinvestment, must be held in such Participant’s Plan Account for a minimum of six (6) months following the date of purchase. During this six (6) month period, the Shares of Synovus Common Stock subject to the holding period may not be sold, transferred, assigned, pledged, or otherwise disposed of in any manner whatsoever, except as otherwise provided in the Plan. |
(b)
| State Laws. No Synovus Common Stock will be offered or sold under the Plan to any Eligible Employee in any state where the sale of such stock is not permitted under the applicable laws of such state. For purposes of this Article XVI, the offering or sale of stock is not permitted under the applicable laws of a state if, inter alia, the securities laws of such state would require the Plan and/or the Synovus Common Stock offered pursuant thereto, to be registered in such state and the Plan and/or Synovus Common Stock is not registered therein. |
ARTICLE XVII
AMENDMENT, TERMINATION AND SUSPENSION OF THE PLAN Synovus reserves the right to amend the Plan at any time; however, no amendment shall affect or diminish any Participant's right to the benefit of contributions made by such Participant or a Participating Employer prior to the date of such amendment, and no amendment shall affect the authority, duties, rights, liabilities or indemnities of the Agent without the Agent's prior written consent. Synovus reserves the right to terminate the Plan at any time. In such event, there will be no further Participant payroll deductions and no further Participating Employer contributions, but the Agent will endeavor to make purchases of Synovus Common Stock out of available funds and will allocate such Stock to the Plan Accounts of Participants in the usual manner. Upon termination of the Plan, distribution of Synovus Common Stock and any cash held as part of the Fund shall be governed by the provisions of Article XIV hereof. Synovus reserves the right to suspend Participating Employer contributions to the Plan at any time. During the time Participating Employer contributions are suspended, Synovus' Board of Directors shall determine whether Participant payroll deductions are to be continued or suspended. If Synovus' Board of Directors permits the continuance of Participant payroll deductions, each Participant may elect to continue or suspend Participant payroll deductions on his or her own behalf. If the Participant elects to continue to make Participant payroll deductions while Participating Employer contributions are suspended, the Participating Employers shall be under no obligation at any future date to make Participating Employer contributions with respect to such Participant's payroll deductions made during such period of suspension. ARTICLE XVIII
SUSPENSION OR TERMINATION IF
STOCK PURCHASE IS PROHIBITED In addition to all rights to terminate or suspend the Plan otherwise reserved herein, it is understood that the Plan may be suspended or terminated at any time or from time to time by Synovus' Board of Directors if the Plan's continuance would, for any reason, be prohibited under any applicable federal and state law even though such prohibition arises because of some act on the part of Synovus, including, but not limited to, Synovus' engaging in a distribution of securities. If the Plan is suspended under this Article XVIII, no Participating Employer contributions or Participant payroll deductions shall be made and no Synovus Common Stock shall be purchased until the Plan is restored to an active status. If the Plan is terminated pursuant to this Article XVIII, there shall be no further Participant payroll deductions and no further Participating Employer contributions and there shall be no additional purchases of Synovus Common Stock. Upon termination of the Plan pursuant to this Article XVIII, distribution of Synovus Common Stock and any cash held as part of the Fund shall be governed by the provisions of Article XIV hereof. ARTICLE XIX
CONSTRUCTION This Plan shall be governed by and construed under the laws of the State of Georgia. — 2021 Proxy Statement | | | B-5 |
TABLE OF CONTENTS Appendix B: Synovus Financial Corp. 2021 Employee Stock Purchase Plan
ARTICLE XX
TERM OF PLAN This Plan shall terminate on July 1, 2031, unless terminated earlier by the Board of Directors of Synovus pursuant to Article XVII hereunder. B-6 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix C: Synovus Financial Corp. 2021 Director Stock Purchase Plan
The name of this plan is the Synovus Financial Corp. 2021 Director Stock Purchase Plan (the “Plan”). The purpose of the Plan is to enable Synovus Financial Corp. (“Synovus”) to promote interest in its success, growth and development by providing the directors and market advisory directors of Synovus and Synovus Bank with a convenient means of purchasing shares of Synovus Common Stock in the open market, by means of voluntary contributions and matching contributions from Synovus and Synovus Bank. ARTICLE 1
DEFINITIONS A.
| Advisory Director: Any person who is not an employee of Synovus or Synovus Bank and serves as a market advisory director (as defined in the Synovus Bank bylaws) of Synovus Bank. Persons who serve in multiple capacities as market advisory directors of one or more of such market advisory boards of Synovus Bank shall be allowed to participate in the Plan in only one such capacity, and, if such multiple capacities involve service as a Synovus Director and as director of any market advisory board, such single participation shall be limited to participation at the Synovus Director level. |
B.
| Agent of the Plan, or Agent: American Stock Transfer and Trust Company, LLC, or any duly appointed successor Agent. |
C.
| Automatic Transfer Contribution Form: The form which a Participant must forward to the Agent through Synovus in order to participate in the Plan. This form shall contain a description, including the account number, of the demand deposit account maintained by the Participant from which the Participant desires his or her Participant contribution to the Agent of the Plan to be made by automatic transfer. |
D.
| Contribution Date: For Participants, the Contribution Date shall be on the date in each calendar quarter on which Participant contributions to the Plan shall be made. Synovus shall have the sole discretion to determine the Contribution Date and shall provide reasonable notification of such Contribution Date to the Participants. |
E.
| Director: Any Advisory Director or Synovus Director. |
F.
| Effective Date of the Plan: June 1, 2021. |
G.
| Matching Contribution: Amount paid by Synovus for the benefit of any eligible Participant, in an amount of up to fifty percent (50%) of such eligible Participant’s contribution. The Matching Contribution in effect at any time shall be established by resolution of the Board of Directors of Synovus. Participants shall be provided with written notice of any decrease in the Matching Contribution percentage prior to the effective date of such decrease. |
H.
| Offering Period: Any business day of each calendar month, during which Directors may elect to begin participation in the Plan. |
I.
| Participant: Any Director who shall have become a Participant in the Plan by submitting to the Agent through Synovus an Automatic Transfer Contribution Form and whose participation in the Plan shall not have been terminated. |
J.
| Plan Account: The separate account that is required to be established and maintained with respect to each Participant for the purpose of recording the Participant’s cash contributions, Matching Contributions and Synovus Common Stock purchased for and allocated to the Participant under the Plan. |
L.
| Plan Year: The period commencing on January 1st of each year and ending on December 31st of each year. |
M.
| Synovus: Synovus Financial Corp., a Georgia corporation. |
N.
| Synovus Bank: Synovus Bank, a Georgia state-chartered bank and wholly-owned subsidiary of Synovus. |
O.
| Synovus Common Stock: The shares of common stock, par value $1.00 per share, of Synovus, and any shares that may be issued and exchanged for or upon a change of such shares whether in subdivision or in combination thereof and whether as a part of a classification or reclassification thereof, or otherwise. |
P.
| Synovus Director: Any person who serves as a member of the Board of Directors of Synovus or Synovus Bank. |
ARTICLE 2
PARTICIPATION Any Director may become a Participant in the Plan during an Offering Period by submitting an Automatic Transfer Contribution Form to the Agent through Synovus. — 2021 Proxy Statement | | | C-1 |
TABLE OF CONTENTS Appendix C: Synovus Financial Corp. 2021 Director Stock Purchase Plan
ARTICLE 3
CONTRIBUTIONS BY DIRECTORS AND SYNOVUS Participant contributions by Directors shall be made on a quarterly basis on Contribution Dates. Such contributions shall be automatically deducted from each Participant’s demand deposit account as designated by the Participant on the Automatic Transfer Contribution Form as follows: (a)
| Advisory Directors shall contribute at one of the three levels of participation shown below, with the exact participation level to be determined at the discretion of the Advisory Director as designated on the Automatic Transfer Contribution Form: |
| | A | | | $1,000.00 | | | | B | | | $666.66 | | | | C | | | $333.33 | |
(b)
| Synovus Directors shall contribute in an amount of $5,000.00 per quarter or less, with the exact amount to be determined at the discretion of the Synovus Director as designated on the Automatic Transfer Contribution Form. |
Synovus shall make Matching Contributions to the Plan on the Contribution Dates for each of the Directors who are Participants in the Plan. A Participant may change the participation level of his or her automatic transfer contribution by submitting a new Automatic Transfer Contribution Form to the Agent through Synovus at least thirty (30) days prior to a Contribution Date. Plan participation may be terminated pursuant to Article 13 hereof. As Matching Contributions to the Plan must be treated by the Participants for whom such contributions are made as compensation for serving as Directors, such amounts will be reflected on the Forms 1099 furnished to Directors annually. ARTICLE 4
ADMINISTRATION OF PLAN The Plan shall be administered by Synovus. Synovus may, from time to time, adopt rules and regulations not inconsistent with the Plan for carrying out the Plan or for providing for any and all matters not specifically covered herein. The functions and duties of Synovus as Administrator of the Plan, in general, are as follows: (a)
| To establish rules for the administration and make interpretations of the Plan, which rules and interpretations will apply to all Participants similarly situated. |
(b)
| To make provision for payment of contributions to the Agent. |
(c)
| To maintain, with the assistance of the Agent, records, including, but not limited to, those with respect to the Matching Contribution percentage in effect from time to time, Participant contributions and Matching Contributions and dividends paid to the Agent. |
(d)
| To file with the appropriate governmental agencies any and all reports and notifications required of the Plan and to provide all Participants with any and all reports and notifications to which they are by law entitled. |
(e)
| To engage a certified public accountant to perform an annual audit of the Plan. |
(f)
| To give prompt notification to the Agent of the effectiveness, the initiation of proceedings that could result in the termination of effectiveness and the termination of effectiveness of registration, exemption or qualification of the Plan and/or the Synovus Common Stock offered thereunder under federal and applicable state securities laws. |
(g)
| To receive from and, upon its approval thereof, to promptly forward to the Agent any written requests of Participants for the transfer of shares out of the Plan for all or part of the full number of shares of Synovus Common Stock in such Participants’ Plan Accounts. |
(h)
| To give prompt notification to the Agent of the termination of the participation of any Participant in the Plan for any reason whatsoever. |
(i)
| To perform any and all other functions reasonably necessary to administer the Plan. |
Synovus shall indemnify each employee of Synovus and Synovus Bank involved in the administration of the Plan against all costs, expenses and liabilities, including attorneys’ fees, incurred in connection with any action, suit or proceeding instituted against such employee alleging any act or omission or commission performed by such employee while acting in good faith in discharging his or her duties with respect to the Plan. This indemnification is limited to the extent such costs and expenses are not covered under insurance as may be now or hereafter provided by Synovus. C-2 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix C: Synovus Financial Corp. 2021 Director Stock Purchase Plan
ARTICLE 5
AGENT OF THE PLAN The Agent shall receive all contributions made by Synovus and Participants in cash only. All contributions so received (hereinafter referred to as the “Fund”), shall be held, managed, and administered pursuant to the terms of the Plan. No part of the Fund shall be used for or diverted to purposes other than for the exclusive benefit of the Participants and former Participants in the Plan. Any Agent may be removed by Synovus at any time with or without cause. Any Agent may resign at any time upon 120 days notice in writing to Synovus. Upon removal or resignation of such Agent, Synovus shall appoint a successor Agent who shall have the same powers and duties as those conferred upon the original Agent hereunder. Upon acceptance of such appointment by the successor Agent, the predecessor Agent shall assign, transfer, and pay over to such successor Agent the funds and properties then constituting the Fund and any and all records it might have with regard to the Fund and the administration of the Fund. The Agent shall have the following powers and authority in the administration and investment of the Fund: (a)
| To purchase for the benefit of the Participants in the Plan shares of Synovus Common Stock in its name as Agent, and to retain the same and to cause the shares of Synovus Common Stock held as part of the Fund to be allocated, reallocated and disposed of pursuant to the terms of the Plan. |
(b)
| To cause any Synovus Common Stock held as part of the Fund to be registered in the Agent’s own name or in the name of one or more nominees, but the books and records of the Agent shall at all times show that all such investments are part of the Fund. |
(c)
| To keep such portions of the Fund in cash or cash balances as the Agent, from time to time, may in its sole discretion deem to be in the best interests of the Participants in the Plan without liability for interest thereon. |
(d)
| To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments as may be necessary or appropriate to carry out the powers herein granted. |
(e)
| To employ subagents to engage in the actual open market purchase of Synovus Common Stock for the benefit of the Participants in the Plan. |
(f)
| To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Agent may deem necessary or desirable to administer the Fund, and to carry out and satisfy the purposes and intent of the Plan. |
The Agent shall keep accurate and detailed accounts of all receipts, disbursements, and other transactions hereunder, including, but not limited to, Participant and Matching Contributions received, dividends and other distributions received, and Synovus Common Stock purchased and sold, allocated and held for, and Synovus Common Stock distributed to, Participants hereunder. All accounts, books, and records relating to such transactions shall be open to inspection and audit at all reasonable times by any person designated by Synovus. On or before the fifteenth day following the close of each month or upon such other reporting schedules and for such other reporting periods as Synovus and the Agent shall agree, the Agent shall file with Synovus a written report setting forth all receipts, disbursements, and other transactions effected during such preceding month or reporting period, and setting forth the current status of the Fund. ARTICLE 6
STOCK PURCHASES The Agent shall purchase shares of Synovus Common Stock in the open market for the benefit of the Participants in the Plan on a quarterly basis. In the event that the Agent retains the services of subagents to make such purchases of shares of Synovus Common Stock, such subagents shall not be controlled by, controlling or under common control with Synovus or its affiliates. Neither Synovus nor any of its affiliates shall have, nor exercise, directly or indirectly, any control or influence over the times when, or the prices at which, Synovus Common Stock may be purchased by the Agent or its subagents, the amounts of Synovus Common Stock to be so purchased or the manner in which such Synovus Common Stock is to be purchased. The Agent may retain the services of said subagents only upon the execution of subagency agreements by and between the Agent and subagents which sets forth terms and conditions not materially different from those contained herein with regard to the purchase and sale of Synovus Common Stock. Neither the Agent, Synovus, nor any subagent retained by the Agent, shall have any responsibility as to the value of Synovus Common Stock acquired under the Plan. The duties of the Agent and any subagent to cause the purchase of Synovus Common Stock under the Plan shall be subject to any and all legal restrictions or limitations imposed at the time by governmental authority, including, but not limited to, the Securities and Exchange Commission, and shall be subject to any other restrictions, limitations or considerations deemed valid by such Agent or any subagent. Accordingly, neither the Agent, Synovus, nor any subagent shall be liable in any way if, as a result of such restrictions, limitations or considerations, the whole amount of funds available under the Plan for the purchase of Synovus Common Stock is not applied to the purchase of such shares at the time herein otherwise provided or contemplated. ARTICLE 7
ALLOCATION OF STOCK As promptly as practical after each purchase by the Agent (or any subagent) of Synovus Common Stock for the benefit of the Participants in the Plan, the Agent shall determine the average cost per share of all shares so purchased. The Agent shall then proportionally allocate such shares to the Plan Accounts of the Participants, charging each such Participant with the average cost, including transactional costs, of the shares so allocated. Full shares and fractional share interests in one share (to three decimal places) shall be allocated. ARTICLE 8
ISSUANCE OF SHARES OUT OF THE PLAN A Participant may request that the Agent issue shares out of the Plan for all or a part of the full number of shares of Synovus Common Stock in a Participant’s Plan Account for which the six month holding period pursuant to Article 16 has been satisfied or for which the six month holding period — 2021 Proxy Statement | | | C-3 |
TABLE OF CONTENTS Appendix C: Synovus Financial Corp. 2021 Director Stock Purchase Plan
does not apply. As promptly as practicable after the later of such Participant’s request and satisfaction of the six-month holding period, if applicable, the Agent will issue such shares out of the Plan and transfer the shares electronically to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan account or to a another account specified by the Participant or, if the Participant requests a stock certificate, the Agent will issue the full number of shares out of the Plan and a check representing the value of the fractional share interest and send by U.S. mail a Synovus Common Stock certificate and the check for fractional share interest to the Participant at the Participant’s address of record. A Participant may request that the Agent issue shares out of the Plan in the name of another person and the Agent will issue the shares to such other person in accordance with Participant’s instructions; provided, however, that if such instructions are not sufficiently specific for the Agent to be able to comply with such instructions, the Agent shall return such request to the Participant without issuing shares out of such Participant’s account in the Plan. Notwithstanding anything herein to the contrary, the Agent will carry out a Participant’s instructions to issue shares out of the Plan only if the Participant clearly indicates the number of shares to be issued out of the Plan or specifies that all shares held in such Participant’s Plan Account are to be issued out of the Plan; otherwise, the Agent shall return such request to the Participant without issuing shares out of such Participant’s account in the Plan. ARTICLE 9
SALE OF SHARES A Participant may request that the Agent sell all or a part of the full number of shares of Synovus Common Stock in a Participant’s Stock Share Account. To facilitate a sale, the Participant must forward a sell request to Synovus Shareholder Services via e-mail, phone or U.S. mail. Synovus Shareholder Services shall forward such request to the Agent. As promptly as practicable after the later of such Participant’s request and satisfaction of the six-month holding period, if applicable, the Agent will sell all or the specified number of shares, deduct brokerage commissions and a transaction charge, and mail a check for the net proceeds to the Participant at the Participant’s address of record. The Participant request must clearly indicate the number of shares to be sold, or specify that all shares held in such Participant’s Plan Account are to be sold; otherwise, Synovus Shareholder Services shall return such request to the Participant without selling any shares in such Participant’s account. No Participant shall have the authority or power to direct the date or sales price at which shares may be sold. ARTICLE 10
DIVIDENDS AND DISTRIBUTIONS Stock dividends and stock splits received by the Agent will be allocated by such Agent to each Participant’s Plan Account to the extent that such stock is attributable to the allocated Synovus Common Stock in such Participant’s Plan Account. All cash dividends received by the Agent shall be used to acquire additional shares of Synovus Common Stock pursuant to the provisions of the Plan, and such shares so acquired will be allocated proportionately to the Plan Accounts of Participants. Shares acquired through such dividend reinvestment shall not be subject to the six-month holding period of Article 16. ARTICLE 11
VOTING RIGHTS Each Participant in the Plan shall have the rights and powers of ordinary shareholders with respect to the shares of Synovus Common Stock in such Participant’s Plan Account, including, but not limited to, the right to vote such shares. Synovus shall deliver or cause to be delivered to Participants at the time and in the manner such materials are sent to Synovus shareholders generally all reports, proxy solicitation materials and all other disclosure type communications distributed to Synovus shareholders generally. ARTICLE 12
REPORTS TO PARTICIPANTS As soon as practical following the end of each Plan Year, or more often and as often as Synovus may elect, Synovus and/or the Agent shall send to each Participant a written report of all transactions for such Participant’s benefit under the Plan for such Plan year. ARTICLE 13
TERMINATION OF PARTICIPATION IN THE PLAN A Participant may terminate his or her participation in the Plan by contacting Synovus at least thirty (30) days prior to a Contribution Date. The Participant’s request to terminate participation in the Plan will be communicated to the Agent by Synovus in accordance with Synovus’ administrative procedures for the Plan. Such termination will be effective as promptly as practicable. As promptly as practicable after receipt of a Participant’s termination notice, the Agent will purchase shares of Synovus Common Stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As promptly as practicable thereafter, in accordance with and after receipt by the Agent of such Participant’s request, the Agent will issue such shares out of the Plan (provided that, other than in the case of a termination by reason of death, the shares have been held at least six months pursuant to Article 16, if applicable) and transfer the shares electronically to the Participant’s account established under the Synovus Financial Corp. Dividend Reinvestment and Direct Stock Purchase Plan account or to an electronic common stock account established for the Participant; or, if the Participant requests a stock certificate, the Agent will issue the full number of shares out of the Plan and a check representing the value of the fractional share interest and send by U.S. mail a Synovus Common Stock certificate and the check for fractional share interest to the Participant at the Participant’s address of record. The Participant may also request to have some or all of the shares of Synovus Common Stock in such Participant’s Plan Account sold in which case the Agent will sell the number of shares specified by the Participant and issue a check made payable to the Participant for the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge. If no delivery instructions are provided by the former Participant, the shares will be transferred to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account, or, if the Participant does not have a Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account, then the Agent will transfer the shares to an electronic common stock account for the Participant. C-4 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix C: Synovus Financial Corp. 2021 Director Stock Purchase Plan
A Participant may request that the Agent issue shares out of the Plan in the name of another person and the Agent will issue the shares to such other person in accordance with Participant’s instructions; provided, however, that if such instructions are not sufficiently specific for the Agent to be able to comply with such instructions, the Agent shall return such request to the Participant without issuing shares out of such Participant’s account in the Plan. Notwithstanding anything herein to the contrary, the Agent will carry out a Participant’s instructions to issue shares out of the Plan only if the Participant clearly indicates the number of shares to be issued out of the Plan or specifies that all shares held in such Participant’s Plan Account are to be issued out of the Plan; otherwise, the Agent shall return such request to the Participant without issuing shares out of such Participant’s account in the Plan. Assignments or pledges of any interests under the Plan are not allowed. ARTICLE 14
TERMINATION OF STATUS AS A DIRECTOR Participation in the Plan shall automatically terminate without notice upon termination of the Participant’s status as a Director whether by death, retirement, or otherwise. Upon termination of participation in the Plan, the Agent will purchase shares of Synovus Common Stock with the cash remaining in the Participant’s Plan Account as of the next quarterly purchase date. As promptly as practicable thereafter in accordance with the Participant’s instructions, (or, in the case of death, the duly appointed legal representative’s instructions), the Agent will issue the number of shares of Synovus Common Stock allocated to the Participant’s Plan Account (regardless of whether the shares have been held for the six-month holding period) and not previously distributed out of the Plan: (1) by transferring the shares to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account or other account designated by the Participant in writing; or (2) by issuing the full number of shares in book-entry form to the Participant or to another person as designated by the Participant in writing. In the alternative, upon the Participant’s instructions, the Agent will sell the shares (regardless of whether the shares have been held for the six-month holding period) and will issue a check made payable to the Participant for the net cash proceeds from the sale of such shares, after deduction of brokerage commissions and a transaction charge. If no such instructions are provided by the former Participant, or in the case of death by the duly appointed legal representative, the shares will be transferred to the Participant’s Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account, or, if the Participant does not have a Synovus Dividend Reinvestment and Direct Stock Purchase Plan Account, then the Agent will transfer the shares to an electronic common stock account for the Participant. ARTICLE 15
EXPENSES Synovus shall bear the cost of administering the Plan, including any transfer taxes incurred in transferring the Synovus Common Stock from the Plan to the Participants. Any broker’s fees, commissions, postage or other transaction costs actually incurred will be included in the cost of the Synovus Common Stock to Participants. However, if a Participant requests overnight delivery or other special delivery or handling services in connection with the Synovus Common Stock held in the Participant’s Plan Account, the cost of such delivery or services will be charged to the Participant by the Agent. ARTICLE 16
LIMITATION ON THE SALE OF STOCK (a)
| Holding Period. Shares of Synovus Common Stock purchased by the Agent on behalf of any Participant, other than shares of Synovus Common Stock purchased through dividend re-investment, must be held in such Participant’s Plan Account for a minimum of six (6) months following the date of purchase. During this six (6) month period, the shares of Synovus Common Stock subject to this holding period may not be sold, transferred, assigned, pledged, or otherwise disposed of in any manner whatsoever, except as otherwise provided in the Plan. |
(b)
| State Law. No Synovus Common Stock will be offered or sold under the Plan to any Director in any state where the sale of such stock is not permitted under the applicable laws of such state. For purposes of this Article 16, the offering or sale of stock is not permitted under the applicable laws of a state if, inter alia, the securities laws of such state would require the Plan and/or the Synovus Common Stock offered pursuant thereto, to be registered in such state and the Plan and/or Synovus Common Stock is not registered therein. |
ARTICLE 17
AMENDMENT, TERMINATION AND SUSPENSION OF THE PLAN Synovus reserves the right to amend the Plan at any time; however, no amendment shall affect or diminish any Participant’s right to the benefit of contributions made by such Participant or Synovus prior to the date of such amendment, and no amendment shall affect the authority, duties, rights, liabilities or indemnities of the Agent without the Agent’s prior written consent. Synovus reserves the right to terminate the Plan at any time. In such event, there will be no further Participant contributions and no further Matching Contributions , but the Agent will make purchases of Synovus Common Stock out of available funds and will allocate such stock to the Plan Accounts of the Participants in the usual manner. Upon termination of the Plan, distributions of Synovus Common Stock and any cash held as a part of the fund shall be governed by the provisions of Article 14 hereof. Synovus reserves the right to suspend Matching Contributions to the Plan at any time. During the time Matching Contributions are suspended, Synovus’ Board of Directors shall determine whether Participant contributions are to be continued or suspended. If Synovus’ Board of Directors permits the continuance of Participant contributions, each Participant may elect to continue or suspend Participant contributions on his or her own behalf. If the Participant elects to continue to make Participant contributions while Matching Contributions are suspended, Synovus shall be under no obligation at any future date to make Marching Contributions with respect to such Participant’s contributions made during such period of suspension. — 2021 Proxy Statement | | | C-5 |
TABLE OF CONTENTS Appendix C: Synovus Financial Corp. 2021 Director Stock Purchase Plan
ARTICLE 18
SUSPENSION OR TERMINATION IF STOCK PURCHASE IS PROHIBITED In addition to all rights to terminate or suspend the Plan otherwise reserved herein, it is understood that the Plan may be suspended or terminated at any time or from time to time by Synovus’ Board of Directors if the Plan’s continuance would, for any reason, be prohibited under any federal and state law even though such prohibition arises because of some act on the part of Synovus, including, but not limited to, Synovus engaging in a distribution of securities. If the Plan is suspended under this Article 18, no Matching Contributions or Participant contributions shall be made and no Synovus Common Stock shall be purchased until the Plan is restored to an active status. If the Plan is terminated pursuant to this Article 18, there shall be no further Participant contributions and no further Matching Contributions and there shall be no additional purchases of Synovus Common Stock. As soon as practical after the termination pursuant to this Article 18, distribution of Synovus Common Stock and any cash held as a part of the Fund shall be governed by the provisions of Article 14 hereof. ARTICLE 19
TERM OF PLAN This Plan shall terminate on June 1, 2031, unless terminated earlier by the Board of Directors of Synovus pursuant to Article 17 hereunder. ARTICLE 20
CONSTRUCTION This Plan shall be governed by and construed under the laws of the State of Georgia. C-6 | | | — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix D: Synovus Financial Corp. 2021 Omnibus Plan
| Establishment, Purpose, and Duration |
1.1
| Establishment. Synovus Financial Corp. (hereinafter referred to as the “Company”) hereby establishes an incentive compensation plan to be known as Synovus Financial Corp. 2021 Omnibus Plan (hereinafter referred to as the “Plan”), as set forth in this document. |
The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, and Other Stock-Based Awards. The Plan shall become effective upon its approval by the shareholders of the Company on April 21, 2021 (the “Effective Date”) at the Company’s 2021 Annual Meeting of Shareholders and shall remain in effect as provided in Section 1.3 hereof. 1.2
| Purpose of the Plan. The purpose of the Plan is to advance the interests of the Company and its shareholders through Awards that give Employees and Directors a personal stake in the Company’s growth, development and financial success. Awards under the Plan will motivate Employees and Directors to devote their best efforts to the business of the Company. They will also help the Company attract and retain the services of Employees and Directors who are in a position to make significant contributions to the Company’s future success. |
1.3
| Duration of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date or, if the shareholders approve an amendment was dulyto the Plan that increases the number of Shares subject to the Plan, the tenth (10th) anniversary of the date of such approval. After the Plan’s termination, no new Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions, including the terms and conditions of the Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of: (a) the date the Plan is adopted by the Board, or (b) the Effective Date. |
Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized: 2.1
| “Affiliate” shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee. |
2.2
| “Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3. |
2.3
| “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan. |
2.4
| “Award Agreement” means either: (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet, or other nonpaper Award Agreements, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant, and the use of electronic, Internet, or other nonpaper means for the acceptance thereof and actions thereunder by a Participant. |
2.5
| “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such terms in Rule 13d-3 promulgated under the Exchange Act. |
2.6
| “Board” or “Board of Directors” means the Board of Directors of the Corporation on December 12, 2019.Company. |
2.7
| 4.“Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10. |
2.8
| The amendment“Change of Control” means any of the following events: (a) the acquisition by any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company or a subsidiary or any Company employee benefit plan (including its trustee)), of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total number of shares of the Company’s then outstanding securities; (b) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was duly approved by the shareholdersa vote of at least two-thirds (2/3) of the Corporation on April 22, 2020 in accordance withdirectors then comprising the provisions of O.C.G.A. §14-2-1003. |
| 5. | These Articles of AmendmentIncumbent Board shall be effective at Eastern Timeconsidered 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 April 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”), 2020. |
IN WITNESS WHEREOF, Synovus Financial Corp. has caused these Articles of Amendment to be executed by its duly authorized officer on this day of April, 2020.
| SYNOVUS FINANCIAL CORP.
| | | | | | By:
| | | | Name:
| | | | Title:
| | in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the total number of shares of the Company’s outstanding securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the total number of shares of the then outstanding securities of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding |
| | | - 2020 Proxy Statement B-1D-1
|
TABLE OF CONTENTS Appendix D: Synovus Financial Corp. 2021 Omnibus Plan
Appendix B-2: Amendment to Synovus’ Bylaws to Eliminate 10-1 Voting Provisions
THIS AMENDMENT
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 Bylawsextent that such ownership existed prior to the Business Combination and (iii) at least two-thirds (2/3) of Synovus Financial Corp, a Georgia corporation (the “Corporation”), is duly adopted by resolutions adopted by the Corporation’s Boardmembers of Directors on December 12, 2019 and duly approved by the shareholdersboard of directors of the Corporation on April 22, 2020.Article II, Section 7resulting from such Business Combination.
A “Change of the Bylaws of the Corporation is hereby amended to read as follows:“Quorum, Voting and Proxy. Shareholders representing a majority of the votes entitled to be castControl” shall not result from any transaction precipitated by the holdersCompany’s insolvency, appointment of all ofa conservator, or determination by a regulatory agency that the issued and outstanding shares of common stock of the corporation shall constitute a quorum at a shareholders’ meeting. Any shareholder may be represented and vote atCompany is insolvent, nor from any shareholders’ meeting by proxy, which such shareholder has duly executed in writing or by any other method permittedtransaction initiated by the Official Code of Georgia Annotated, filed with the Secretary of the corporation on or before the date of such meeting; provided, however, that no proxy shall be valid for more than 11 months after the date thereof unless otherwise specifiedCompany in such proxy. Every holder of common stock of the corporation shall be entitledregard to one (1) vote in person or by proxy on each matter submittedconverting from a publicly traded company to a vote at a meeting of shareholders for each share of the common stockprivately held by such holder as of the record date of such meeting.”
IN WITNESS WHEREOF, the Corporation has caused this amendment to be executed by its duly authorized officer on this day of April, 2020.
company. 2.9
| SYNOVUS FINANCIAL CORP.
| | | | | | | | | Name:
| | | | Title:
| | “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. |
2.10
| “Committee” means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee. |
2.11
| “Company” means Synovus Financial Corp., a Georgia corporation, and any successor thereto as provided in Article 18 herein. |
2.12
| “Director” means any individual who is a member of the Board of Directors of the Company. |
2.13
| “Effective Date” has the meaning set forth in Section 1.1. |
2.14
| “Employee” means any individual designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company, Affiliate, and/or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company, Affiliate, and/or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as, a common-law employee of the Company, Affiliate, and/or Subsidiary during such period. |
2.15
| “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. |
2.16
| “Fair Market Value” or “FMV” means a price that is based on the closing price of a Share reported on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be deemed to be equal to the reported closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate. |
2.17
| “Full-Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares. |
2.18
| “Grant Price” means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR. |
2.19
| “Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option that is intended to meet the requirements of Code Section 422 or any successor provision. |
2.20
| “Independent Directors” means those members of the Board who qualify at any given time as (a) an “independent” director under the applicable rules of the NYSE and (b) a “non-employee” director under Rule 16b-3 of the Exchange Act. |
2.21
| “Insider” shall mean an individual who is, on the relevant date, an executive officer or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act. |
2.22
| “Nonemployee Director” means a Director who is not an Employee. |
2.23
| “Nonemployee Director Award” means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan. |
2.24
| “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements. |
2.25
| “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6. |
2.26
| “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option. |
2.27
| “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10. |
2.28
| “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted. |
2.29
| “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award. |
2.30
| “Performance Share” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. |
B-2D-2
| | | - 2020 — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix D: Synovus Financial Corp. 2021 Omnibus Plan
Appendix C-1: Amendment to Synovus’ Amended and Restated Articles of Incorporation to Eliminate Supermajority Voting Requirements
2.31
| 1. | The name“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 corporation isextent to which corresponding performance criteria have been achieved. |
2.32
| “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8. |
2.33
| “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. |
2.34
| “Plan” means the Synovus Financial Corp. 2021 Omnibus Plan. |
2.35
| “Plan Year” means the calendar year. |
2.36
| “Prior Plan” means the Synovus Financial Corp. 2013 Omnibus Plan. |
2.37
| “Restricted Stock” means an Award of Shares granted to a Participant pursuant to Article 8. |
2.38
| “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant. |
2.39
| “Share” means a share of common stock of the Company, par value $1.00 per share. |
2.40
| “Share Authorization” means the maximum number of Shares available for issuance to Participants under this Plan as set forth in Article 4. |
2.41
| “Stock Appreciation Right” or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article 7 herein. |
2.42
| “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise. |
3.1
| General. The Plan shall be administered by the Committee, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals or entities, any of which may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding on the Participants, the Company, and all other interested individuals. |
3.2
| Authority of the Committee. The Committee is authorized and empowered to administer the Plan and, subject to the provisions of the Plan, shall have full power to (i) designate Employees and Directors to be recipients of Awards; (ii) determine the type and size of Awards; (iii) determine the terms and conditions of Awards; (iv) construe and interpret the terms of the Plan and any Award Agreement or other instrument entered into under the Plan; (v) establish, amend, or waive rules and regulations for the Plan’s administration; (vi) subject to the provisions of Section 4.4., authorize conversion or substitution under the Plan of any or all outstanding option or other awards held by service providers of an entity acquired by the Company on terms determined by the Committee (without regard to limitations set forth in Section 6.3 and 7.5); (vii) subject to the provisions of Articles 14 and 16, amend the terms and conditions of any outstanding Award; (viii) grant Awards as an alternative to, or as the form of payment for, grants or rights earned or due under compensation plans or similar arrangements of the Company; (ix) accelerate the vesting of any outstanding Award or waive any condition or restriction with respect to any outstanding Award and (x) make any other determination and take any other action that it deems necessary or desirable for the administration of the Plan. |
3.3
| Delegation. To the extent permitted by law and applicable rules of a stock exchange, the Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the type and size of any such Awards; provided, however: (i) the authority to make Awards to any Nonemployee Director or to any Employee who is considered an Insider may not be delegated; (ii) the resolution providing such authorization shall set forth the total number of Shares and Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. |
Article 4.
| Shares Subject to This Plan and Maximum Awards |
4.1
| Number of Shares Available for Awards. |
(a)
| Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under this Plan (the “Corporation”“Share Authorization”) shall be: |
(i)
| 5,500,000 Shares, plus the number of remaining shares available for grant under the Prior Plan as of the Effective Date (not to exceed 300,000 shares), plus |
(ii)
| The number of Shares subject to outstanding awards under the Prior Plan as of the Effective Date, that, after the Effective Date, cease to be outstanding other than by reason of their having been exercised for, or settled in, vested and nonforfeitable Shares. |
(b)
| The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be 5,500,000. |
(c)
| Subject to adjustment in Section 4.4, no Nonemployee Director may be granted Awards that have a grant date fair value of more than $350,000 (as determined in a accordance with applicable accounting standards) in any Plan Year, except that this limit on Nonemployee Director Awards shall be increased $500,000 for any Nonemployee Director serving as Chairman of the Board. |
— 2021 Proxy Statement | | | D-3 |
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4.2
| Share Usage. Shares covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan and shall not count against the Share Authorization. However, the full number of Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights. Further, any Shares withheld to satisfy tax withholding obligations on Awards issued under the Plan, Shares tendered to pay the Option Price of Options, and Shares repurchased on the open market with the proceeds of an Option exercise will no longer be eligible to be returned as available Shares under the Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares. |
4.3
| Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in-kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, or other value determinations applicable to outstanding Awards, with the specific adjustments to be determined by the Committee in its sole discretion. |
The Committee shall make appropriate adjustments to any other terms of any outstanding Awards under this Plan to reflect such changes or distributions, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. Subject to the provisions of Article 16 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with Accounting Standards Codification (ASC) 718 Section 55). Any actions taken under this Section 4.4 shall be subject to compliance with the rules under Code Sections 409A, 422 and 424, as and where applicable. 4.4
| Minimum Vesting Requirements. Except with respect to a maximum of five percent (5%) of the Share Authorization, any stock-based Awards which vest on the basis of a Participant’s continued employment with or provision of service to the Company shall have a minimum vesting requirement of one (1) year and any stock-based Awards which vest upon the attainment of performance goals shall provide for a Performance Period of at least one (1) year. |
Article 5.
| Eligibility and Participation |
5.1
| Eligibility. Individuals eligible to participate in this Plan include all Employees and Directors and any non-employee advisory directors of the Company or a Subsidiary. |
5.2
| Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time in its sole discretion, select from the individuals eligible to participate, those to whom Awards shall be granted. |
6.1
| Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion, provided that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted under Code Sections 422 and 424). However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted Options to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes. |
6.2
| Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The CorporationAward Agreement also shall specify whether the Option is organizedintended to be an ISO or an NQSO. |
6.3
| Option Price. The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant. |
6.4
| Term of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant. |
6.5
| Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant. |
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Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares, or by complying with any alternative exercise procedures the Committee may authorize. 6.6
| Payment. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price; (c) by a cashless (broker-assisted) exercise; (d) by having the Company withhold Shares having a Fair Market Value on the date of exercise equal to the Option Price; (e) by a combination of (a), (b), (c) and/or (d); or (f) any other method approved or accepted by the Committee in its sole discretion. |
Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s). Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars. 6.7
| Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares. |
6.8
| Termination of Employment/Service. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination. |
6.9
| No Deferral Feature. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option. |
6.10
| No Dividend Equivalents. No Option shall provide for dividend equivalents. |
Article 7.
| Stock Appreciation Rights |
7.1
| Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A may only be granted SARs to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes. |
Subject to the terms and conditions of this Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of this Plan, in determining the terms and conditions pertaining to such SARs. The Grant Price for each grant of a SAR shall be determined by the Committee and shall be specified in the Award Agreement; provided, however, the Grant Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant. 7.2
| SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine. |
7.3
| Term of SAR. The term of a SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and specified in the SAR Award Agreement, provided that no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant. |
7.4
| Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes. |
7.5
| Settlement of SAR Amount. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: |
(a)
| The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by |
(b)
| The number of Shares with respect to which the SAR is exercised. |
At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR. 7.6
| Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. |
— 2021 Proxy Statement | | | D-5 |
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7.7
| Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time. |
7.8
| No Deferral Feature. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR. |
7.9
| No Dividend Equivalents. No SAR shall provide for dividend equivalents. |
Article 8.
| Restricted Stock and Restricted Stock Units |
8.1
| Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. |
8.2
| Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine. |
8.3
| Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units. |
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse. Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion, shall determine. 8.4
| Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion: |
“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Synovus Financial Corp. 2021 Omnibus Plan and a Restricted Stock Award Agreement entered into between the registered owner and Synovus Financial Corp. Copies of such Plan and Agreement are on file in the offices of Synovus Financial Corp., 1111 Bay Avenue, Suite 500, Columbus, Georgia, 31901.” 8.5
| Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. |
8.6
| Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. |
8.7
| Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company. |
Article 9.
| Performance Units/Performance Shares |
9.1
| Grant of Performance Units/Performance Shares. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine. |
9.2
| Value of Performance Units/Performance Shares. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant. |
9.3
| Earning of Performance Units/Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance |
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Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. 9.4
| Form and Timing of Payment of Performance Units/Performance Shares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award. |
9.5
| Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. |
Article 10.
| Cash-Based Awards and Other Stock-Based Awards |
10.1
| Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine. |
10.2
| Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. |
10.3
| Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met. |
10.4
| Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or any Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines. |
10.5
| Termination of Employment/Service. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. |
Article 11.
| Transferability of Awards |
11.1
| Transferability. Except as provided in Section 11.2 below, (i) during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant, and (ii) Awards shall not be transferable other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind; and any purported transfer in violation hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the Stateevent of, Georgia.or following, the Participant’s death may be provided. |
11.2
| Committee Action. The Committee may, in its discretion, determine that notwithstanding Section 11.1, any or all Awards (other than ISOs) shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee may deem appropriate; provided, however, no Award may be transferred for value (as defined in the General Instructions to Form S-8). |
Article 12.
| Nonemployee Director Awards |
Grants of Awards to Nonemployee Directors hereunder shall (i) be subject to the applicable award limits set forth in Section 4.3 hereof, and (ii) be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of Nonemployee Directors as in effect from time to time that is approved and administered by a committee of the Board consisting solely of Independent Directors. The Committee may not make other discretionary grants hereunder to Nonemployee Directors. Article 13.
| 2.Dividends and Dividend Equivalents |
Any Participant selected by the Committee may be granted dividends or dividend equivalents based on the dividends declared on Shares that are subject to any Full-Value Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests, or expires, as determined by the Committee. The dividends or dividend equivalents may be subject to any limitations — 2021 Proxy Statement | | | D-7 |
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and/or restrictions determined by the Committee, and shall in all cases be paid in a manner that complies with the restrictions under Code Section 409A. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee. The Committee may provide that dividends or dividend equivalents (i) will be deemed to have been reinvested in additional Shares or otherwise reinvested, or (ii) except in the case of Performance Shares or Performance Units, will be paid or distributed to the Participant as accrued (in which case, such dividends or dividend equivalents must be paid or distributed no later than the 15th day of the 3rd month following the later of (A) the calendar year in which the corresponding dividends were paid to shareholders, or (B) the first calendar year in which the Participant’s right to such dividends or dividend equivalents is no longer subject to a substantial risk of forfeiture). Dividends or dividend equivalents accruing on unvested Full-Value Awards shall, as provided in the Award Agreement, either (i) be reinvested in the form of additional Shares, which shall be subject to the same vesting provisions as provided for the host Award, or (ii) be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes vested, and any dividends or dividend equivalents accrued with respect to forfeited Awards will be reconveyed to the Company without further consideration or any act or action by the Participant. In no event shall dividends or dividend equivalents with respect to Performance Shares or Performance Units be paid or distributed until the performance-based vesting provisions of the Performance Shares or Performance Units lapse. Article 14.
| Change of Control |
Notwithstanding any other provision of the Plan to the contrary, unless the Committee specifies otherwise in an Award Agreement, in the event of a Change of Control in which the surviving entity does not assume or otherwise equitably convert or substitute Awards in a manner approved by the Committee or the Board: (i) any Options and Stock Appreciation Rights which are outstanding immediately prior to the effective date such Change of Control, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; (ii) the restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant; and (iii) the restrictions and deferral limitations and other conditions applicable to any other Awards under the Plan shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant. Performance Shares or Performance Units that were outstanding immediately prior to effective time of the Change of Control shall be determined and deemed to have been earned as of the date of the Change of Control based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the Change of Control occurs during the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance goals against target (measured as of the end of the calendar quarter immediately preceding the date of the Change of Control), if the Change of Control occurs during the second half of the applicable performance period, and, in either such case, there shall be a prorata payout to such Participant within sixty (60) days following the Change of Control (unless a later date is required by Section 19.14 hereof), based upon the length of time within the performance period that has elapsed prior to the date of the Change of Control. Notwithstanding the foregoing provisions of this Article 14, with respect to Awards granted under this Plan which are assumed by the surviving entity in a Change of Control transaction, or are equitably converted or substituted in connection with a Change of Control, in either case in a manner approved by the Committee or the Board, the vesting of such Awards shall not be accelerated unless the Participant’s employment is terminated within two years following the effective date of such Change of Control either (i) by the surviving entity without cause or (ii) by the Participant for good reason. With regard to each Award, a Participant shall not be considered to have been terminated without Cause or to have resigned for Good Reason unless either (i) the Award Agreement includes such provision or (ii) the Participant is party to an employment, severance or similar agreement with the Company or an Affiliate that includes provisions regarding termination without cause or in which the Participant is permitted to resign for good reason. Article 15.
| Rights of Participants |
15.1
| Employment/Service. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the Corporation’s decisionright of the Company, its Affiliates, and/or its Subsidiaries to eliminateterminate any Participant’s employment or service on the super majority votingBoard or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of time. |
Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, its Affiliates, and/or its Subsidiaries and, accordingly, subject to Articles 3 and 17, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company, its Affiliates, and/or its Subsidiaries. 15.2
| Participation. No individual shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award. |
15.3
| Rights as a Shareholder. Except as otherwise provided herein or in any Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. |
Article 16.
| Amendment, Modification, Suspension, and Termination |
16.1
| Amendment, Modification, Suspension, and Termination. Subject to Section 16.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however, that without the prior approval of the Company’s shareholders and except as provided in Section 4.4, (i) the Option Price or Grant Price of an Option or SAR, respectively, may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an Option Price or Grant Price, respectively, that is less than the Option Price or Grant Price of the original Option or SAR, respectively, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a |
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TABLE OF CONTENTS Appendix D: Synovus Financial Corp. 2021 Omnibus Plan
Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the Option Price per share of the Option or Grant Price of the SAR. In addition, no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule. 16.2
| Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee shall make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events, other than those described in Section 4.4 hereof, affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The Committee shall determine any adjustment after taking into account, to the extent applicable, the provisions of the Code applicable to Incentive Stock Options and the provisions of Section 409A of the Code. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. |
16.3
| Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 16.4), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award. |
16.4
| Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder. |
17.1
| Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. |
17.2
| Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, the withholding requirement may be satisfied, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the amount required to be withheld in accordance with applicable tax requirements (up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification). All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its Articles of Incorporation, sole discretion, deems appropriate. |
Article 11 of the Articles of Incorporation is hereby amended to read as follows:18.
| Successors |
“The shareholder vote required to: (i) approve: (a) any merger or consolidation
All obligations of the corporationCompany under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or into any other corporation;indirect purchase, merger, consolidation, or (b) the sale, lease, exchange or other dispositionotherwise, of all or substantially all of the business and/or assets of the corporation to or with any other corporation, person or entity, with respect to which the approval of the corporation’s shareholders is required by the provisions of the corporate laws of the State of Georgia; (ii) fix, from time to time, the number of members of the Board of Directors of the corporation; (iii) remove a member of the Board of Directors of the corporation; (iv) call a special meeting of the shareholders of the corporation; (v) alter, delete, rescind or amend any provision of the corporation’s bylaws, as amended; and (vi) alter, delete, rescind or amend any provision of the corporation’s Articles of Incorporation, as amended, shall be the affirmative vote by the holders of shares representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding common stock of the corporation.”Company. Article 19.
| 3.General Provisions |
19.1
| The amendment was dulyForfeiture Events. |
(a)
| Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries. |
(b)
| Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Board of DirectorsCompany pursuant to any such law, government regulation or stock exchange listing requirement) and the Committee, in its sole and exclusive discretion, may require that any Participant reimburse the Company all or part of the Corporationamount of any payment in settlement of any Award granted hereunder. |
19.2
| Legend. The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on December 12, 2019.transfer of such Shares. |
19.3
| 4. | The amendment was duly approvedGender and Number. Except where otherwise indicated by the shareholderscontext, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural. |
19.4
| Severability. In the event any provision of the Corporation on April 22, 2020 in accordance with the provisions of O.C.G.A. §14-2-1003. |
| 5. | These Articles of Amendmentthis Plan shall be effective at Eastern Time on April , 2020. |
IN WITNESS WHEREOF, Synovus Financial Corp. has caused these Articles of Amendment to be executed by its duly authorized officer on this day of April, 2020.
| SYNOVUS FINANCIAL CORP.
| | | | | By:
| | | | Name:
| | | | Title:
| | held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included. |
| | | - 2020 Proxy Statement C-1D-9
|
TABLE OF CONTENTS Appendix C-2: Amendment to Synovus’ Bylaws to Eliminate Supermajority Voting Requirements
THIS AMENDMENT to the Bylaws ofD: Synovus Financial Corp, a Georgia corporation (the “Corporation”), is duly adopted by resolutions adopted by the Corporation’s Board of Directors on December 12, 2019 and duly approved by the shareholders of the Corporation on April 22, 2020. The Bylaws of the Corporation are hereby amended as follows:
Corp. 2021 Omnibus Plan
19.5
| 1.Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, the NYSE or other national securities exchanges as may be required. |
19.6
| Article II,Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to: |
(a)
| Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and |
(b)
| Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. |
19.7
| Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. |
19.8
| Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares. |
19.9
| Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company, its Affiliates, and/or its Subsidiaries operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to: |
(a)
| Determine which Affiliates and Subsidiaries shall be covered by this Plan. |
(b)
| Determine which Employees or Directors outside the United States are eligible to participate in this Plan. |
(c)
| Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws. |
(d)
| Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 319.9 by the Committee shall be attached to this Plan document as appendices. |
(e)
| Take any action, before or after an Award is amendedmade, that it deems advisable to read as follows:obtain approval or comply with any necessary local government regulatory exemptions or approvals. |
“Special Meetings. A special meeting ofNotwithstanding the shareholders ofabove, the corporation, forCommittee may not take any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board, the Chief Executive Officer, a majority of the Board of Directors, or one or more shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issuedactions hereunder, and outstanding shares of common stock of the corporation. Such a call for a special meeting must state the purpose of the meeting. Unless otherwise determined by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall act as chairman at all special meetings. This section, as it relates to the call of a special meeting of the shareholders of the corporation by one or more shareholders representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.”
| 2. | Article II, Section 8 is amended to read as follows: |
“Voting Rights. The voting rights of shares of common stock of the corporation shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.”
| 3. | Article III, Section 1 is amended to read as follows: |
“Number. The Board of Directors of the corporation shall consist of not less than 8 nor more than 25 Directors. The number of Directors may vary between said minimum and maximum, and within said limits, (i) the Board of Directors or (ii) the shareholders representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation may, from time to time, by resolution fix the number of Directors to comprise said Board. This section, as it relates to, from time to time, fixing the number of Directors of the corporation by (i) the Board of Directors or (ii) the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation, shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.”
| 4. | Article III, Section 9 is amended to read as follows: |
“Removal. Any one or more Directors or the entire Board of Directors may be removed from office, with or without cause, by the affirmative vote of the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation at any shareholders’ meeting with respect to which notice of such purpose has been given. This section, as it relates to the removal of Directors of the corporation by the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation, shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.”
| 5. | Article IX is amended to read as follows: |
“MERGERS, CONSOLIDATIONS, AND OTHER DISPOSITIONS OF ASSETS.
The affirmative vote of the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporationno Awards shall be required to approve any merger or consolidation of the corporation with or into any corporation, and the sale, lease, exchange or other disposition of all, or substantially all, of the assets of the corporation to or with any other corporation, person or entity, with respect to which the approval of the corporation’s shareholders is required by the provisions of the corporate laws of the State of Georgia. This Article shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.”
granted that would violate applicable law.19.10
| 6. | Article XI is amendedUncertificated Shares. To the extent that this Plan provides for issuance of certificates to read as follows:reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange. |
“AMENDMENT
Except as otherwise specifically provided herein, the bylaws of the corporation may be altered, amended or added to by the affirmative vote of the shareholders of the corporation representing at least a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation present and voting therefor at a shareholders’ meeting or, subject to such limitations as the shareholders may from time to time prescribe, by a majority vote of all the Directors then holding office at any meeting of the Board of Directors.”
19.11
| Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company and/or its Subsidiaries and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company, its Subsidiaries, and/or its Affiliates under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan. |
19.12
| No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated. |
19.13
| Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit. |
(a)
| It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award. |
(b)
| Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Agreement by reason of the occurrence of a Change of Control, or the Participant’s disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change of Control, disability or separation from service meet any description or definition of “change in control event,” “disability” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving |
C-2D-10
| | | - 2020 — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix D: Synovus Financial Corp. 2021 Omnibus Plan
effect to any elective provisions that may be available under such definition). This provision does not affect the Corporation has causeddollar amount or prohibit the vesting of any Award upon a Change of Control, disability or separation from service, however defined. If this amendment toprovision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be executed by its duly authorized officer on this day of April, 2020.made at the time and in the form that would have applied absent the non-409A-conforming event. (c)
| Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Agreement by reason of a participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes); (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan. |
(d)
| Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period. |
(e)
| The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). |
19.15
| Nonexclusivity of This Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant. |
19.16
| No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such entity deems to be necessary or appropriate. |
19.17
| Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Georgia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Georgia to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement. |
19.18
| SYNOVUS FINANCIAL CORP.
| | | | | | | | | Name:
| | | | Title:
| | Indemnification. Subject to requirements of Georgia law, each individual who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by the Participant in connection with or resulting from any claim, action, suit, or proceeding to which the Participant may be a party or in which the Participant may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by the Participant in settlement thereof, with the Company’s approval, or paid by the Participant in satisfaction of any judgment in any such action, suit, or proceeding against the Participant, provided the Participant shall give the Company an opportunity, at its own expense, to handle and defend the same before the Participant undertakes to handle and defend it on the Participant’s own behalf, unless such loss, cost, liability, or expense is a result of the Participant’s own willful misconduct or except as expressly provided by statute. |
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 19.19
| Right of Offset. The Company and its Affiliates shall have the right to offset against the obligations to make payment or issue any Shares to any Participant under the Plan any outstanding amounts (including travel and entertainment advance balances, loans, tax withholding amounts paid by the employer or amounts repayable to the Company or Affiliate pursuant to tax equalization, housing, automobile, or other employee programs) such Participant then owes to the company or Affiliate and any amounts the Committee otherwise deems appropriate pursuant to any Company or Affiliate policy or agreement. |
| | | - 2020 Proxy Statement C-3D-11
|
TABLE OF CONTENTS Appendix D:E: Reconciliation of Non-GAAP Financial Measures
Non-GAAP Financial Measures - Synovus 20192020 Financial Performance The measures entitled adjusted non-interest expense, adjusted total revenue, adjusted tangible efficiency ratio, adjusted net income available to common shareholders, adjusted net income per common share, diluted, adjusted return on average assets, return on average tangible common equity, and adjusted return on average tangible common equity are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. The most comparable GAAP measures to these measures are total non-interest expense, total FTE revenue, efficiency ratio-FTE, net income available to common shareholders, net income per common share, diluted, return on average assets, and return on average common equity, respectively. Management believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating Synovus’ operating results, financial strength, the performance of its business, and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures at other companies. Adjusted total revenue is a measure used by management to evaluate total revenue exclusive of net investment securities losses as well as gains on sale and changes in fair value of private equity investments, net. Adjusted non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring, controllable operating costs. Adjusted net income available to common shareholders, adjusted net income per common share, diluted, is a measurementand adjusted return on average assets are measurements used by management to evaluate operating results exclusive of items that management believes are not indicative of ongoing operations and impact period-to-period comparisons. The return on average tangible common equity is a measure used by management to compare Synovus’ performance with other financial institutions because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the performance of the business consistently. The adjusted return on average tangible common equity is a measure used by management in the same manner as the return on average tangible common equity except it is exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. The computations of these measures are set forth in the tables below. | Years Ended
December 31, | (dollars in thousands) | 2019 | 2018 | Adjusted non-interest expense | | | | | | | Total non-interest expense | $ | 1,098,968 | | $ | 829,455 | | Subtract: Earnout liability adjustments | | (10,457 | ) | | (11,652 | ) | Subtract: Merger related expense | | (56,580 | ) | | (10,065 | ) | Add: Litigation settlement/contingency expense | | — | | | 4,026 | | Subtract/add: Restructuring charges, net | | (1,230 | ) | | 51 | | Subtract: Valuation adjustments to Visa derivative | | (3,611 | ) | | (2,328 | ) | Subtract: Loss on early extinguishment of debt, net | | (4,592 | ) | | — | | | | | | | | | Adjusted non-interest expense | $ | 1,022,498 | | $ | 809,487 | | | | | | | | | Adjusted total revenue and adjusted tangible efficiency ratio | | | | | | | Adjusted non-interest expense | $ | 1,022,498 | | $ | 809,487 | | Subtract: Amortization of intangibles | | (11,603 | ) | | (1,167 | ) | | | | | | | | Adjusted tangible non-interest expense | | 1,010,895 | | | 808,320 | | Net interest income | | 1,595,803 | | | 1,148,413 | | Add: Tax equivalent adjustment | | 3,025 | | | 553 | | Add: Total non-interest income | | 355,900 | | | 280,093 | | | | | | | | | Total FTE revenue | $ | 1,954,728 | | $ | 1,429,059 | | Add: Investment securities losses, net | | 7,659 | | | 1,296 | | Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net | | (11,607 | ) | | 4,743 | | | | | | | | | Adjusted total revenue | $ | 1,950,780 | | $ | 1,435,098 | | | | | | | | | Efficiency ratio-FTE | | 56.22% | | | 58.04% | | Adjusted tangible efficiency ratio | | 51.82 | | | 56.33 | |
| | Adjusted total revenue and adjusted tangible efficiency ratio | | | | | | | | | | Total non-interest expense | | | $1,179,574 | | | $1,098,968 | | | | Subtract: Earnout liability adjustments | | | (4,908) | | | (10,457) | | | | Subtract: Goodwill impairment | | | (44,877) | | | — | | | | Subtract: Merger-related expense | | | — | | | (56,580) | | | | Subtract: Restructuring charges | | | (26,991) | | | (1,230) | | | | Subtract: Valuation adjustments to Visa derivative | | | (890) | | | (3,611) | | | | Subtract: Loss on early extinguishment of debt | | | (10,466) | | | (4,592) | | | | | | | | | | | | | | Adjusted non-interest expense | | | $1,091,442 | | | $1,022,498 | | | | | | | | | | | | | | Adjusted non-interest expense | | | $1,091,442 | | | $1,022,498 | | | | Subtract: Amortization of intangibles | | | (10,560) | | | (11,603) | | | | | | | | | | | | | | Adjusted tangible non-interest expense | | | 1,080,882 | | | 1,010,895 | | | | Net interest income | | | 1,512,748 | | | 1,595,803 | | | | Add: Tax equivalent adjustment | | | 3,424 | | | 3,025 | | | | Add: Total non-interest revenue | | | 506,513 | | | 355,900 | | | | | | | | | | | | | | Total FTE revenue | | | $2,022,685 | | | $1,954,728 | | | | Subtract/add: Investment securities (gains) losses, net | | | (78,931) | | | 7,659 | | | | Subtract: Gain on sale and increase in fair value of private equity investments, net | | | (4,775) | | | (11,607) | | | | | | | | | | | | | | Adjusted total revenue | | | $1,938,979 | | | $1,950,780 | | | | | | | | | | | | | | Efficiency ratio-FTE | | | 58.32% | | | 56.22% | | | | Adjusted tangible efficiency ratio | | | 55.74 | | | 51.82 | |
| | | - 2020 Proxy Statement D-1E-1
|
TABLE OF CONTENTS Appendix D:E: Reconciliation of Non-GAAP Financial Measures
| Years Ended
December 31, | (in thousands, except per share data) | 2019 | 2018 | Adjusted net income per common share, diluted | | | | | | | Net income available to common shareholders | $ | 540,899 | | $ | 410,478 | | Add/subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118 | | 4,402 | | | (9,148 | ) | Add: Earnout liability adjustments | | 10,457 | | | 11,652 | | Add: Preferred stock redemption charge | | — | | | 4,020 | | Add: Merger-related expense | | 56,580 | | | 10,065 | | Subtract: Litigation settlement/contingency expense | | — | | | (4,026 | ) | Add/subtract: Restructuring charges, net | | 1,230 | | | (51 | ) | Add: Valuation adjustment to Visa derivative | | 3,611 | | | 2,328 | | Add: Loss on early extinguishment of debt, net | | 4,592 | | | — | | Add: Investment securities losses, net | | 7,659 | | | 1,296 | | Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net | | (11,607 | ) | | 4,743 | | Subtract: Tax effect of adjustments | | (9,343 | ) | | (1,008 | ) | | | | | | | | Adjusted net income available to common shareholders | $ | 608,480 | | $ | 430,349 | | Weighted average common shares outstanding, diluted | | 156,058 | | | 118,378 | | Net income per common share, diluted | $ | 3.47 | | $ | 3.47 | | Adjusted net income per common share, diluted | | 3.90 | | | 3.64 | |
| | Adjusted net income available to common shareholders and adjusted net income per common share, diluted | | | | | | | | | | Net income available to common shareholders | | | $340,532 | | | $540,899 | | | | Add: Income tax expense, net related to State Tax Reform | | | — | | | 4,402 | | | | Add: Earnout liability adjustments | | | 4,908 | | | 10,457 | | | | Add: Goodwill impairment | | | 44,877 | | | — | | | | Add: Merger-related expense | | | — | | | 56,580 | | | | Add: Restructuring charges | | | 26,991 | | | 1,230 | | | | Add: Valuation adjustment to Visa derivative | | | 890 | | | 3,611 | | | | Add: Loss on early extinguishment of debt | | | 10,466 | | | 4,592 | | | | Subtract/add: Investment securities (gains) losses, net | | | (78,931) | | | 7,659 | | | | Subtract: Gain on sale and increase in fair value of private equity investments, net | | | (4,775)) | | | (11,607) | | | | Add/subtract: Tax effect of adjustments | | | 11,748 | | | (9,343) | | | | | | | | | | | | | | Adjusted net income available to common shareholders | | | $356,706 | | | $608,480 | | | | Weighted average common shares outstanding, diluted | | | 148,210 | | | 156,058 | | | | Net income per common share, diluted | | | $2.30 | | | $3.47 | | | | Adjusted net income per common share, diluted | | | 2.41 | | | 3.90 | | | | Adjusted return on average assets | | | | | | | | | | Net income | | | $373,695 | | | $563,780 | | | | Add: Income tax expense, net related to State Tax Reform | | | — | | | 4,402 | | | | Add: Earnout liability adjustments | | | 4,908 | | | 10,457 | | | | Add: Goodwill impairment | | | 44,877 | | | — | | | | Add: Merger-related expense | | | — | | | 56,580 | | | | Add: Restructuring charges | | | 26,991 | | | 1,230 | | | | Add: Valuation adjustment to Visa derivative | | | 890 | | | 3,611 | | | | Add: Loss on early extinguishment of debt, | | | 10,466 | | | 4,592 | | | | Subtract/add: Investment securities (gains) losses, net | | | (78,931) | | | 7,659 | | | | Subtract: Gain on sale and increase in fair value of private equity investments, net | | | (4,775)) | | | (11,607) | | | | Add/subtract: Tax effect of adjustments | | | 11,748 | | | (9,343) | | | | | | | | | | | | | | Adjusted net income | | | $389,869 | | | $631,361 | | | | Total average assets | | | $52,138,038 | | | $46,791,930 | | | | Return on average assets | | | 0.72% | | | 1.20% | | | | Adjusted return on average assets | | | 0.75 | | | 1.35 | |
D-2E-2
| | | - 2020 — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix D:E: Reconciliation of Non-GAAP Financial Measures
| Years Ended
December 31, | (dollars in thousands) | 2019 | 2018 | Return on average tangible common equity and adjusted return on average tangible common equity | | | | | | | Net income available to common shareholders | $ | 540,899 | | $ | 410,478 | | Add/subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118 | | 4,402 | | | (9,148 | ) | Add: Preferred stock redemption charge | | — | | | 4,020 | | Add: Earnout liability adjustments | | 10,457 | | | 11,652 | | Add: Merger-related expense | | 56,580 | | | 10,065 | | Subtract: Litigation settlement/contingency expense | | — | | | (4,026 | ) | Add/subtract: Restructuring charges, net | | 1,230 | | | (51 | ) | Add: Valuation adjustment to Visa derivative | | 3,611 | | | 2,328 | | Add: Loss on early extinguishment of debt, net | | 4,592 | | | — | | Add: Investment securities losses, net | | 7,659 | | | 1,296 | | Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net | | (11,607 | ) | | 4,743 | | Subtract: Tax effect of adjustments | | (9,343 | ) | | (1,008 | ) | | | | | | | | Adjusted net income available to common shareholders | $ | 608,480 | | $ | 430,349 | | Add: Amortization of intangibles | | 8,598 | | | 893 | | | | | | | | | Adjusted net income available to common shareholders excluding amortization of intangibles | $ | 617,078 | | $ | 431,242 | | Net income available to common shareholders | $ | 540,899 | | $ | 410,478 | | Add: Amortization of intangibles | | 8,598 | | | 893 | | | | | | | | | Net income available to common shareholders excluding amortization of intangibles | $ | 549,497 | | $ | 411,371 | | Total average shareholders’ equity less preferred stock | $ | 4,384,458 | | $ | 2,821,311 | | Subtract: Goodwill | | (487,126 | ) | | (57,315 | ) | Subtract: Other intangible assets, net | | (65,553 | ) | | (10,424 | ) | | | | | | | | Total average tangible shareholders’ equity less preferred stock | $ | 3,831,779 | | $ | 2,753,572 | | Return on average common equity | | 12.34% | | | 14.55% | | Return on average tangible common equity | | 14.34 | | | 14.94 | | Adjusted return on average tangible common equity | | 16.10 | | | 15.66 | |
| | Return on average tangible common equity and adjusted return on average tangible common equity | | | | | | | | | | Net income available to common shareholders | | | $340,532 | | | $540,899 | | | | Add: Income tax expense, net related to State Tax Reform | | | — | | | 4,402 | | | | Add: Earnout liability adjustments | | | 4,908 | | | 10,457 | | | | Add: Goodwill impairment | | | 44,877 | | | — | | | | Add: Merger-related expense | | | — | | | 56,580 | | | | Add: Restructuring charges | | | 26,991 | | | 1,230 | | | | Add: Valuation adjustment to Visa derivative | | | 890 | | | 3,611 | | | | Add: Loss on early extinguishment of debt | | | 10,466 | | | 4,592 | | | | Subtract/add: Investment securities (gains) losses, net | | | (78,931) | | | 7,659 | | | | Subtract: Gain on sale and increase in fair value of private equity investments, net | | | (4,775) | | | (11,607) | | | | Add/subtract: Tax effect of adjustments | | | 11,748 | | | (9,343) | | | | | | | | | | | | | | Adjusted net income available to common shareholders | | | $356,706 | | | $608,480 | | | | Add: Amortization of intangibles | | | 7,825 | | | 8,598 | | | | | | | | | | | | | | Adjusted net income available to common shareholders excluding amortization of intangibles | | | $364,531 | | | $617,078 | | | | Net income available to common shareholders | | | $340,532 | | | $540,899 | | | | Add: Amortization of intangibles | | | 7,825 | | | 8,598 | | | | | | | | | | | | | | Net income available to common shareholders excluding amortization of intangibles | | | $348,357 | | | $549,497 | | | | Total average shareholders’ equity less preferred stock | | | $4,534,935 | | | $4,384,458 | | | | Subtract: Goodwill | | | (485,987) | | | (487,126) | | | | Subtract: Other intangible assets, net | | | (50,427) | | | (65,553) | | | | | | | | | | | | | | Total average tangible shareholders’ equity less preferred stock | | | $3,998,521 | | | $3,831,779 | | | | Return on average common equity | | | 7.51% | | | 12.34% | | | | Return on average tangible common equity | | | 8.71 | | | 14.34 | | | | Adjusted return on average tangible common equity | | | 9.12 | | | 16.10 | |
— 2021 Proxy Statement | | | E-3 |
TABLE OF CONTENTS Appendix E: Reconciliation of Non-GAAP Financial Measures
Non-GAAP Financial Measures - Incentive Plans The measures entitled return on average assets, as adjusted, core earnings,return on average tangible common equity, as adjusted, adjusted EPS, adjusted revenue, and adjusted tangible efficiency ratio are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. We use non-GAAP financial measures in our incentive plans, specifically weighted average return on average assets, as adjusted, and return on average tangible common equity, as adjusted, for our long-term incentive plan and core earnings,adjusted EPS, adjusted revenue, and adjusted tangible efficiency ratio for our short-term incentive plan. The most comparable GAAP measures to these measures are return on average assets, return on average common equity, net income per common share, diluted, total FTE revenue, and efficiency ratio-FTE, respectively. We believe that these non-GAAP financial measures more accurately reflect our core performance so that participants are neither rewarded nor penalized for items that are non-recurring, unusual, or not indicative of ongoing operations. Return on average assets, as adjusted, return on average tangible common equity, as adjusted, and core earningsadjusted EPS are measurements used by management to evaluate operating results exclusive of items that management believes are not indicative of ongoing operations and impact period-to-period comparisons, and items that impact comparisons to other financial institutions. Adjusted revenue is a measure used by management to evaluate total revenue exclusive of net investment securities losses as well as gains on sale and changes in fair value of private equity investments, net. The adjusted tangible efficiency ratio is a measure utilized by management to measure the success of expense management initiatives focused on reducing recurring, controllable operating costs. These non-GAAP financial measures should not be considered as substitutes for return on average assets, return on average common equity, net income per common share, diluted, total FTE revenue, and efficiency ratio-FTE determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies. | - 2020 Proxy Statement D-3
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TABLE OF CONTENTS
Appendix D: Reconciliation of Non-GAAP Financial Measures
Non-GAAP financial measures used to determine the PSUs granted under our long-term incentive plan: The following table reconciles return on average assets, as adjusted to return on average assets. | Years Ended
December 31, | (dollars in thousands) | 2019 | 2018 | 2017 | Net income | $ | 563,780 | | $ | 428,476 | | $ | 275,474 | | Adjustments: | | | | | | | | | | Subtract: Cabela’s Transaction Fee | | — | | | — | | | (75,000 | ) | Add: Loss on sale/disposition assets | | — | | | — | | | 35,960 | | Add/Subtract: Changes in accounting or tax laws | | 4,402 | | | (9,148 | ) | | 42,334 | | Subtract: Changes in income tax rates | | (81,821 | ) | | (83,643 | ) | | — | | Add: Merger-related expense | | 56,580 | | | 10,065 | | | 110 | | Add: Earnout liability adjustments | | 10,457 | | | 11,652 | | | 3,759 | | Subtract/add: Litigation settlement/contingency expense | | — | | | (4,026 | ) | | 701 | | Add/subtract: Restructuring charges, net | | 1,230 | | | (51 | ) | | 7,014 | | Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net | | (11,607 | ) | | 4,743 | | | 3,093 | | Add: Investment securities losses, net | | 7,659 | | | 1,296 | | | 289 | | Add: Valuation adjustment to Visa derivative | | 3,611 | | | 2,328 | | | — | | Add: Loss on early extinguishment of debt, net | | 4,592 | | | — | | | 23,160 | | | | | | | | | | | | Total adjustments | | (4,897 | ) | | (66,784 | ) | | 41,420 | | Subtract/add: Tax effect of adjustments | | (9,341 | ) | | (1,008 | ) | | 1,729 | | | | | | | | | | | | Adjusted net income | $ | 549,542 | | $ | 360,684 | | $ | 318,623 | | Average assets | | 46,791,930 | | | 31,668,847 | | | 30,787,288 | | Return on average assets | | 1.20% | | | 1.35% | | | 0.89% | | Return on average assets, as adjusted | | 1.174% | | | 1.139% | | | 1.035% | | Weighting per year | | 50% | | | 25% | | | 25% | | 3-Year weighted average return on average assets, as adjusted | | 1.131% | | | | | | | |
| | Net income | | | $373,695 | | | $563,780 | | | $428,476 | | | | Adjustments: | | | | | | | | | | | | | Add/Subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118 | | | — | | | 4,402 | | | (9,148) | | | | Add: Goodwill impairment | | | 44,877 | | | — | | | — | | | | Add: Merger-related expense | | | — | | | 56,580 | | | 10,065 | | | | Add: Earnout liability adjustments | | | 4,908 | | | 10,457 | | | 11,652 | | | | Subtract: Litigation settlement/contingency expense | | | — | | | — | | | (4,026) | | | | Add/subtract: Restructuring charges | | | 26,991 | | | 1,230 | | | (51) | | | | Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net | | | (4,775) | | | (11,607) | | | 4,743 | | | | Subtract/add: Investment securities (gains) losses, net | | | (78,931) | | | 7,659 | | | 1,296 | | | | Add: Valuation adjustment to Visa derivative | | | 890 | | | 3,611 | | | 2,328 | | | | Add: Loss on early extinguishment of debt | | | 10,466 | | | 4,592 | | | — | | | | | | | | | | | | | | | | | Total adjustments | | | 4,426 | | | 76,924 | | | 16,859 | | | | Subtract/add: Tax effect of adjustments | | | 11,748 | | | (9,343) | | | (1,008) | | | | | | | | | | | | | | | | | Adjusted net income | | | $389,869 | | | $631,361 | | | $444,327 | | | | Average assets | | | 52,138,038 | | | 46,791,930 | | | 31,668,847 | | | | Return on average assets | | | 0.72% | | | 1.20% | | | 1.35% | | | | Return on average assets, as adjusted | | | 0.75% | | | 1.35% | | | 1.40% | | | | Weighting per year | | | 50% | | | 25% | | | 25% | | | | 3-Year weighted average return on average assets, as adjusted | | | 1.062% | | | | | | | |
D-4E-4
| | | - 2020 — 2021 Proxy Statement |
TABLE OF CONTENTS Appendix D:E: Reconciliation of Non-GAAP Financial Measures
The following table reconciles return on average tangible common equity, as adjusted to return on average common equity. | | Net income available to common shareholders | | | $340,532 | | | $540,899 | | | $410,478 | | | | Add/subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118 | | | — | | | 4,402 | | | (9,148) | | | | Add: Earnout liability adjustments | | | 4,908 | | | 10,457 | | | 11,652 | | | | Add: Goodwill impairment | | | 44,877 | | | — | | | — | | | | Add: Merger-related expense | | | — | | | 56,580 | | | 10,065 | | | | Add/subtract: Restructuring charges | | | 26,991 | | | 1,230 | | | (51) | | | | Add: Valuation adjustment to Visa derivative | | | 890 | | | 3,611 | | | 2,328 | | | | Add: Loss on early extinguishment of debt | | | 10,466 | | | 4,592 | | | — | | | | Subtract/add: Investment securities (gains) losses, net | | | (78,931) | | | 7,659 | | | 1,296 | | | | Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net | | | (4,775) | | | (11,607) | | | 4,743 | | | | Add: Preferred stock redemption charge | | | — | | | — | | | 4,020 | | | | Subtract: Litigation settlement/contingency expense | | | — | | | — | | | (4,026) | | | | Add/subtract: Tax effect of adjustments | | | 11,748 | | | (9,343) | | | (1,008) | | | | | | | | | | | | | | | | | Adjusted net income available to common shareholders | | | $356,706 | | | $608,480 | | | $430,349 | | | | Add: Amortization of intangibles | | | 7,825 | | | 8,598 | | | 893 | | | | | | | | | | | | | | | | | Adjusted net income available to common shareholders excluding amortization of intangibles | | | $364,531 | | | $617,078 | | | $431,242 | | | | Net income available to common shareholders | | | $340,532 | | | $540,899 | | | $410,478 | | | | Add: Amortization of intangibles | | | 7,825 | | | 8,598 | | | 893 | | | | | | | | | | | | | | | | | Net income available to common shareholders excluding amortization of intangibles | | | $348,357 | | | $549,497 | | | $411,371 | | | | Total average shareholders’ equity less preferred stock | | | $4,534,935 | | | $4,384,458 | | | $2,821,311 | | | | Subtract: Goodwill | | | (485,987) | | | (487,126) | | | (57,315) | | | | Subtract: Other intangible assets, net | | | (50,427) | | | (65,553) | | | (10,424) | | | | | | | | | | | | | | | | | Total average tangible shareholders’ equity less preferred stock | | | $3,998,521 | | | $3,831,779 | | | $2,753,572 | | | | Return on average common equity | | | 7.51% | | | 12.34% | | | 14.55% | | | | Return on average tangible common equity | | | 8.71% | | | 14.34% | | | 14.94% | | | | Adjusted return on average tangible common equity | | | 9.12% | | | 16.10% | | | 15.66% | | | | Weighting per year | | | 50% | | | 25% | | | 25% | | | | 3-Year weighted average return on average tangible common equity, as adjusted | | | 12.500% | | | | | | | |
— 2021 Proxy Statement | | | E-5 |
TABLE OF CONTENTS Appendix E: Reconciliation of Non-GAAP Financial Measures
Non-GAAP financial measures used to determine payments under the cash-based short-term incentive plan: The computations of core earnings,adjusted EPS, adjusted revenue, and adjusted tangible efficiency ratio and the reconciliation of these measures to net income per common share, diluted, total FTE revenue, and efficiency ratio-FTE are set forth in the tables below. | Years Ended
December 31, | (in thousands, except per share data) | 2019 | 2018 | Core earnings | | | | | | | Net income | $ | 563,780 | | $ | 428,476 | | Add/subtract: Income tax expense (benefit), net related to State Tax Reform and SAB 118 | | 4,402 | | | (9,148 | ) | Add: Earnout liability adjustments | | 10,457 | | | 11,652 | | Add: Merger-related expense | | 56,580 | | | 10,065 | | Subtract: Litigation settlement/contingency expense | | — | | | (4,026 | ) | Add/subtract: Restructuring charges, net | | 1,230 | | | (51 | ) | Add: Valuation adjustment to Visa derivative | | 3,611 | | | 2,328 | | Add: Loss on early extinguishment of debt, net | | 4,592 | | | — | | Add: Investment securities losses, net | | 7,659 | | | 1,296 | | Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net | | (11,607 | ) | | 4,743 | | Subtract: Tax effect of adjustments | | (9,343 | ) | | (1,008 | ) | | | | | | | | Core earnings | $ | 631,361 | | $ | 444,327 | |
| Years Ended
December 31, | (dollars in thousands) | 2019 | 2018 | Adjusted revenue and adjusted tangible efficiency ratio | | | | | | | Adjusted non-interest expense | $ | 1,022,498 | | $ | 809,487 | | Subtract: Amortization of intangibles | | (11,603 | ) | | (1,167 | ) | | | | | | | | Adjusted tangible non-interest expense | | 1,010,895 | | | 808,320 | | Net interest income | | 1,595,803 | | | 1,148,413 | | Add: Tax equivalent adjustment | | 3,025 | | | 553 | | Add: Total non-interest income | | 355,900 | | | 280,093 | | | | | | | | | Total FTE revenue | $ | 1,954,728 | | $ | 1,429,059 | | Add: Investment securities losses, net | | 7,659 | | | 1,296 | | Subtract/add: Gain on sale and (increase) decrease in fair value of private equity investments, net | | (11,607 | ) | | 4,743 | | | | | | | | | Adjusted revenue | $ | 1,950,780 | | $ | 1,435,098 | | | | | | | | | Efficiency ratio-FTE | | 56.22% | | | 58.04% | | Adjusted tangible efficiency ratio | | 51.82 | | | 56.33 | |
| | Adjusted net income per common share, diluted
| | | | | | | Net income available to common shareholders | | | $340,532 | | | | Add: Earnout liability adjustments | | | 4,908 | | | | Add: Goodwill impairment | | | 44,877 | | | | Add: Restructuring charges | | | 26,991 | | | | Add: Valuation adjustment to Visa derivative | | | 890 | | | | Add: Loss on early extinguishment of debt | | | 10,466 | | | | Subtract: Investment securities gains, net | | | (78,931) | | | | Subtract: Gain on sale and increase in fair value of private equity investments, net | | | (4,775) | | | | Add: Tax effect of adjustments | | | 11,748 | | | | | | | | | | | Adjusted net income available to common shareholders | | | $356,706 | | | | Weighted average common shares outstanding | | | 148,210 | | | | Net income per common share, diluted | | | $2.30 | | | | Adjusted net income per common share, diluted | | | 2.41 | |
| | Adjusted revenue and adjusted tangible efficiency ratio
| | | | | | | Adjusted non-interest expense | | | $1,091,442 | | | | Subtract: Amortization of intangibles | | | (10,560) | | | | | | | | | | | Adjusted tangible non-interest expense | | | 1,080,882 | | | | Net interest income | | | 1,512,748 | | | | Add: Tax equivalent adjustment | | | 3,424 | | | | Add: Total non-interest revenue | | | 506,513 | | | | | | | | | | | Total FTE revenue | | | $2,022,685 | | | | Subtract: Investment securities gains, net | | | (78,931) | | | | Subtract: Gain on sale and increase in fair value of private equity investments, net | | | (4,775) | | | | | | | | | | | Adjusted revenue | | | $1,938,979 | | | | | | | | | | | Efficiency ratio-FTE | | | 58.32% | | | | Adjusted tangible efficiency ratio | | | 55.74 | |
| | | - 2020 — 2021 Proxy StatementD-5 |
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