UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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SYNOVUS FINANCIAL CORP.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND
20172018 PROXY STATEMENT
Notice of the 20172018 Annual Meeting of Shareholders
Thursday, April 20, 201726, 2018
10:00 a.m.
Blanchard Hall, ColumbusSynovus Bank, and Trust Company, 1144 Broadway, Columbus, Georgia 31901
Items of Business:
1. | To elect as directors the |
2. | To hold an advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee; |
3. | To ratify the |
To transact such other business as may properly come before the meeting and any adjournment thereof. |
Who may vote:
You can vote if you were a shareholder of record on February 16, 2017.22, 2018.
Annual Report:
A copy of the 20162017 Annual Report accompanies this Proxy Statement.
Your vote is important. Please vote in one of the following ways:
1. | Use the toll-free telephone number shown on your proxy card; |
2. | Visit the Internet website listed on your proxy card; |
3. | Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope provided; or |
4. | Submit a ballot at the Annual Meeting. |
If you have questions about the matters described in this Proxy Statement, how to submit your proxy or if you need additional copies of this Proxy Statement, the enclosed proxy card or voting instructions, you should contact Innisfree M&A Incorporated, the Company’s proxy solicitor, toll-free at(888) 750-5834. Banks and brokers may call collect at(212) 750-5833.
This Notice of the 20172018 Annual Meeting of Shareholders and the accompanying Proxy Statement are sent by order of the Board of Directors.
March , 201716, 2018
Allan E. Kamensky
Secretary
YOUR VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE VOTE YOUR SHARES PROMPTLY BY TELEPHONE OR INTERNET OR BY SIGNING AND RETURNING YOUR EXECUTED PROXY CARD.
This summary highlights information contained elsewhere in this Proxy Statement and in our Annual Report on Form10-K for the year ended December 31, 20162017 (the “2016“2017 Annual Report”) which accompanies this Proxy Statement. You should read the entire Proxy Statement and our 20162017 Annual Report carefully before voting. We are first furnishing the proxy materials to our shareholders on or about March , 2017.16, 2018.
Annual Meeting of Shareholders
ColumbusSynovus Bank and Trust Company
1144 Broadway
Columbus, Georgia 31901
How to Cast Your Vote
You can vote by any of the following methods:
Meeting Agenda
Voting Matters
Matter | Board Vote Recommendation | Page Reference (for more information) | ||
Election of | FOR each director nominee | Page 16 | ||
Advisory vote on the compensation of our named executive officers as determined by the Compensation Committee | FOR | Page | ||
Ratification of KPMG LLP as our independent auditor for the year | FOR | Page 23 |
20162017 Financial Performance
Synovus’ 2016Our 2017 financial results reflected anotherwere in line with our 2017 guidance and overarching objectives. Our continued focus on sustainable growth, enhanced profitability and greater efficiency led to broad-based improvement. This improvement was evident for the year of strong performance. Ourthrough our performance in several key achievements in 2016 includefinancial measurements—earnings per share growth, return on average assets, return on average common equity and the following:
PROXY STATEMENT SUMMARY
For additional information relating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2016, 2015 and 2014, please refer to our 2016 Annual Report that accompanies this Proxy Statement.
*For a reconciliation of the foregoingnon-GAAP financial measures, including average core transaction deposit accounts, adjustednon-interest expense and adjusted efficiency ratio, please refer toAppendix C of this Proxy Statement.
2016 Compensation
The compensation of executives in 2016 reflects Synovus’ performance and our executive compensation program reflects our pay for performance philosophy. An overview of our compensation program is provided below.
Base Salaries
Short-Term Incentiveseach
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PROXY STATEMENT SUMMARY
measurement exhibiting notable progress. Moreover, during 2017, we achieved our previously established long-term targets of a 10+% earnings per share growth, 1.0+% adjusted return on average assets, 10.0+% adjusted return on average common equity and a sub 60% efficiency ratio.
(1) | For a reconciliation of the foregoingnon-GAAP financial measures, consisting of adjusted net income per diluted common share, adjusted return on average assets, adjusted return on average common equity, and adjusted efficiency ratio, please refer toAppendix B of this Proxy Statement. |
In addition, we continued to return meaningful levels of capital to our common shareholders in 2017 through common stock dividends and share repurchases.
For additional information relating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2017, 2016 and 2015, please refer to the summary on page 30 of this Proxy Statement and our 2017 Annual Report that accompanies this Proxy Statement.
2017 Compensation
The compensation of executives in 2017 reflects Synovus’ performance and our executive compensation program reflects our pay for performance philosophy. An overview of our compensation program is provided below.
2 | - 2018 Proxy Statement |
PROXY STATEMENT SUMMARY
Base Salaries
Short-Term Incentives
Form of Award | Payout Formula Measures | Qualitative Adjustment Factors | Payout Range | |||
Cash | Core Earnings (60%) AdjustedPre-Provision Net Revenue (20%) Adjusted Efficiency Ratio (20%) | Quality of Earnings, Quality of Loan Growth (including consideration of concentration limits), Quality of Deposit Growth, Expense Management, Single Bank Conversion, Credit Quality (including the nonperforming assets ratio, nonperforming loans ratio and netcharge-off ratio), Financial Impact of Strategic Investments, External Factors (including the impact of Federal Reserve rate increases vs. budget assumptions), Regulatory Compliance, Risk Management, Total Shareholder Return and Individual Performance | 0% to 150% of Target |
Long-Term Incentives
Form of Award | Vesting | Payout Formula Measures | Payout Range | |||
Performance Stock Units (50% of award value) | 100% after 3 years | Weighted Return on Average Assets (as adjusted) (possible downward discretionary adjustment based upon risk considerations—see | 0% to 150% of Award Amount | |||
Market Restricted Stock Units (50% of award value) | 1/3 per year over 3 years (33 1/3% per year) | Total Shareholder Return (possible downward discretionary adjustment based upon risk considerations—see page | 75% to 125% of Award Amount |
We believe that the compensation delivered to each named executive officer in 20162017 was fair and reasonable.
Purpose
You received this Proxy Statement and the accompanying proxy card because the Board of Directors of Synovus is soliciting proxies to be used at Synovus’ 20172018 Annual Meeting of Shareholders, or Annual Meeting, which will be held on April 20, 2017,26, 2018, at 10:00 a.m., at Blanchard Hall, ColumbusSynovus Bank, and Trust Company, 1144 Broadway, Columbus, Georgia 31901. Proxies are solicited to give all shareholders of record an opportunity to vote on matters to be presented at the Annual Meeting. In the following pages of this Proxy Statement, you will find information on matters to be voted upon at the Annual Meeting or any adjournment of that meeting.
- 2018 Proxy Statement 3
VOTING INFORMATION
Internet Availability of Proxy Materials
As permitted by the federal securities laws, Synovus is making this Proxy Statement and its 20162017 Annual Report available to its shareholders via the Internet instead of mailing printed copies of these materials to each shareholder. On March , 2017,16, 2018, we mailed to our shareholders (other than those who previously requested electronic or paper delivery and other than those holding a certain number of shares) a Notice of Internet Availability, or Notice, containing instructions on how to access our proxy materials, including this Proxy Statement and the accompanying 20162017 Annual Report. These proxy materials are being made available to our shareholders on or about March , 2017.16, 2018. The Notice also provides instructions regarding how to access your proxy card to vote through the Internet or by telephone. The Proxy Statement and 20162017 Annual Report are also available on our website at investor.synovus.com/2017annualmeeting.2018annualmeeting.
If you received a Notice by mail, you will not receive a printed copy of the proxy materials by mail unless you request printed materials. If you wish to receive printed proxy materials, you should follow the instructions for requesting such materials contained on the Notice.
If you receive more than one Notice, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the Internet or by telephone or sign and return by mail all proxy cards.
Who Can Vote
You are entitled to vote if you were a shareholder of record of Synovus common stock as of the close of business on February 16, 2017.22, 2018. Your shares can be voted at the meeting only if you are present or represented by a valid proxy.
If your shares are held in the name of a bank, broker or other holder of record, you will receive voting instructions from such holder of record. You must follow the voting instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting will also be offered to shareholders owning shares through certain banks, brokers and other holders of record. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote at the Annual Meeting.
VOTING INFORMATION
Quorum and Shares Outstanding
A majority of the votes entitled to be cast by the holders of the outstanding shares of Synovus common stock must be present, either in person or represented by proxy, in order to conduct the Annual Meeting. This is referred to as a quorum. On February 16, 2017, 122,271,22722, 2018, 118,680,133 shares of Synovus common stock were outstanding.
Proxies
The Board has designated two individuals to serve as proxies to vote the shares represented by proxies at the Annual Meeting. If you properly submit a proxy but do not specify how you want your shares to be voted, your shares will be voted by the designated proxies in accordance with the Board’s recommendations as follows:
(1) | FOR the election of each of the |
(2) | FOR the advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee; and |
(3) |
FORthe ratification of the appointment of KPMG LLP as Synovus’ independent auditor for the year |
The designated proxies will vote in their discretion on any other matter that may properly come before the Annual Meeting. At this time, we are unaware of any matters, other than as set forth above, that may properly come before the Annual Meeting.
Required Votes
The number of affirmative votes required to approve each of the proposals to be considered at the Annual Meeting is described below:
Proposal 1 Election of 1214 Directors
To be elected, each of the 1214 director nominees named in this Proxy Statement must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election. If a nominee who currently is serving as a director does not receive the required vote forre-election, Georgia law provides that such director will continue to serve on the Board of Directors as a “holdover” director. However, pursuant to Synovus’ Corporate Governance Guidelines, each holdover director has tendered an irrevocable resignation that would be effective upon the Board’s acceptance of such resignation. In that situation, our Corporate Governance and Nominating Committee would consider the resignation and make a recommendation to the Board of Directors about whether to accept or reject such resignation and publicly disclose its decision within 90 days following certification of the shareholder vote.
All Other Proposals
For all of the other proposals described in this Proxy Statement, the affirmative vote of a majority of the votes cast is required to approve each such proposal.
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VOTING INFORMATION
Abstentions and BrokerNon-Votes
Under certain circumstances, including the election of directors, matters involving executive compensation and other matters considerednon-routine, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker. This is generally referred to as a “brokernon-vote.” In these cases, as long as a routine matter is also being voted on, and in cases where the shareholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions only with respect to Proposal 43 but not with respect to any of the other proposals to be voted on at the Annual Meeting.
Abstentions and brokernon-votes will have no effect on any of the proposals to be considered at the Annual Meeting.
How You Can Vote
If you hold shares in your own name, you may vote by proxy or in person at the Annual Meeting. To vote by proxy, you may select one of the following options:
Vote By Telephone
You can vote your shares by telephone by calling the toll-free telephone number (at no cost to you) shown on your proxy card. Telephone voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April 19, 2017.25, 2018.Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Our telephone voting procedures are designed to authenticate the shareholder by using individual control numbers. If you vote by telephone, you do NOT need to return your proxy card. If you vote by telephone, all of your shares will be voted as one vote per share.
- 2017 Proxy Statement 5
VOTING INFORMATION
Vote By Internet
You can also choose to vote on the Internet. The website for Internet voting is shown on your proxy card. Internet voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April 19, 2017.25, 2018. You will be given the opportunity to confirm that your instructions have been properly recorded, and you can consent to view future proxy statements and annual reports on the Internet instead of receiving them in the mail. If you vote on the Internet, you do NOT need to return your proxy card.
Vote By Mail
If you choose to vote by mail, simply mark your proxy card, date and sign it, sign the certification (if applicable) and return it in the postage-paid envelope provided.
If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from such holder of record that you must follow for your shares to be voted. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must request a legal proxy or broker’s proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting.
Description of Voting Rights
We have a voting structure under which a holder of our common stock may be entitled to exercise ten votes per share for each of his or her shares that satisfy certain prescribed criteria and one vote per share for each of his or her shares that does not. As provided in Synovus’ Articles of Incorporation and bylaws, holders of Synovus common stock meeting any one of the following criteria are entitled to ten votes on each matter submitted to a vote of shareholders for each share of Synovus common stock owned on February 16, 201722, 2018 which: (1) has had the same beneficial owner since April 24, 1986; or (2) has been beneficially owned continuously by the same shareholder since February 16, 2013;22, 2014; or (3) is held by the same beneficial owner to whom it was issued as a result of an acquisition of a company or business by Synovus where the resolutions adopted by Synovus’ Board of Directors approving the acquisition specifically grant ten votes per share; or (4) is held by the same beneficial owner to whom it was issued by Synovus, or to whom it was transferred by Synovus from treasury shares, and the resolutions adopted by Synovus’ Board of Directors approving such issuance and/or transfer specifically grant ten votes per share; or (5) was acquired under any employee, officer and/or director benefit plan maintained for one or more employees, officers and/or directors of Synovus and/or its subsidiaries, and is held by the same owner for whom it was acquired under any such plan; or (6) was acquired by reason of participation in a dividend reinvestment plan offered by Synovus and is held by the same owner who acquired it under such plan; or (7) is owned by a holder who, in addition to shares which are beneficially owned under the provisions of (1)-(6) above, is the owner of less than 162,723 shares of Synovus common stock (which amount is equal to 100,000 shares, as appropriately adjusted to reflect the change in shares of Synovus common stock by means of stock splits, stock dividends, any recapitalization or otherwise occurring since April 24,1986). For purposes of determining voting power under these provisions, any share of Synovus common stock acquired pursuant to stock options shall be deemed to have been acquired on the date the option was granted, and any shares of common stock acquired as a direct result of a stock split, stock dividend or other type of share distribution will be deemed to have been acquired and held continuously from the date on which shares with regard to such dividend shares were issued were acquired. Under these voting provisions, a shareholder may hold some shares that qualify for10-1 voting and some shares that do not. Holders of our common stock are entitled to one vote per share unless the holder can demonstrate that the shares meet one of the criteria above for being entitled to ten votes per share.
- 2018 Proxy Statement 5
VOTING INFORMATION
For purposes of the foregoing, any share of our common stock held in “street” or “nominee” name shall be presumed to have been acquired by the beneficial owner subsequent to April 24,198624, 1986 and to have had the same beneficial owner for a continuous period of less than 48 months prior to February 16, 2017.22, 2018. This presumption shall be rebuttable by presentation to our Board of Directors by such beneficial owner of evidence satisfactory to our Board of Directors that such share has had the same beneficial owner continuously since April 24,1986 or such share has had the same beneficial owner for a period greater than 48 months prior to February 16, 2017.22, 2018.
In addition, for purposes of the foregoing, a beneficial owner of a share of our common stock is defined to include a person or group of persons who, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the voting of such share of common stock, (2) investment power, which includes the power to direct the sale or other disposition of such share of common stock, (3) the right to receive, retain or direct the distribution of the proceeds of any sale or other disposition of such share of common stock, or (4) the right to receive or direct the disposition of any distributions, including cash dividends, in respect of such share of common stock.
Shares of Synovus common stock are presumed to be entitled to only one vote per share unless this presumption is rebutted by providing evidence to the contrary to Synovus. Shareholders seeking to rebut this presumption should complete and execute the certification appearing on their proxy card. Synovus reserves the right to request additional documentation from you to confirm the voting power of your shares. Because certifications must be in writing, if you choose to vote by telephone, all of your shares will be voted as one vote per share.Shareholders who do not certify on their proxies submitted by mail or internet that they are entitled to ten votes per share or who do not present such a certification if they are voting in person at the Annual Meeting will be entitled to only one vote per share.
For more detailed information on your voting rights, please refer to Synovus’10-1 Voting Instructions and the accompanying voting instruction worksheet that are available on our website at investor.synovus.com/2017annualmeeting.2018annualmeeting.
Synovus common stock is registered with the Securities and Exchange Commission, or SEC, and is traded on the New York Stock Exchange, or NYSE. Accordingly, Synovus’ common stock is subject to the provisions of a NYSE rule which, in general, prohibits a company’s common stock and equity securities from being authorized or remaining authorized for trading on the NYSE if the company issues securities or takes other corporate action that would have the effect of nullifying, restricting or disparately reducing the voting rights of existing shareholders of the company. However,
VOTING INFORMATION
the rule contains a “grandfather” provision, under which Synovus’ ten vote provision falls, which, in general, permits grandfathered disparate voting rights plans to continue to operate as adopted. The number of votes that each shareholder will be entitled to exercise at the Annual Meeting will depend upon whether each share held by the shareholder meets the requirements which entitle one share of Synovus common stock to ten votes on each matter submitted to a vote of shareholders. Such determination will be made by Synovus based on information possessed by Synovus at the time of the Annual Meeting.
Synovus Stock Plans
If you participate in the Synovus Dividend Reinvestment and Direct Stock Purchase Plan, the Synovus Employee Stock Purchase Plan and/or the Synovus Director Stock Purchase Plan, your proxy card represents shares held in the respective plan, as well as shares you hold directly in certificate form registered in the same name. If you hold shares of Synovus common stock through a 401(k) plan, you will receive a separate proxy card representing those shares of Synovus common stock.
Revocation of Proxy
If you are a shareholder of record and vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us prior to the Annual Meeting, (2) voting again by telephone or on the Internet prior to 11:59 P.M., Eastern Time, on April 19, 2017,25, 2018, or (3) attending the Annual Meeting in person and casting a ballot.
If your Synovus shares are held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you wish to change or revoke your vote.
Attending the Annual Meeting
The Annual Meeting will be held on Thursday, April 20, 2017,26, 2018, at 10:00 a.m. at Blanchard Hall, ColumbusSynovus Bank, and Trust Company, 1144 Broadway, Columbus, Georgia. Directions to Blanchard Hall may be obtained on our website at investor.synovus.com/2017annualmeeting.2018annualmeeting. If you are unable to attend the meeting, you can listen to it live and view the slide presentation over the Internet at investor.synovus.com/2017annualmeeting.2018annualmeeting.
Additionally, we will maintain copies of the slides and audio of the presentation for the Annual Meeting on our website for reference after the meeting. Information included on Synovus’ website, other than the Proxy Statement and form of proxy, is not a part of the proxy soliciting material.
Voting Results
You can find the voting results of the Annual Meeting in Synovus’ Current Report on Form8-K, which Synovus will file with the SEC no later than April 26, 2017.May 2, 2018.
If you have questions about the matters described in this Proxy Statement, how to submit your proxy or if you need additional copies of this Proxy Statement, the enclosed proxy card or voting instructions, you should contact Innisfree M&A Incorporated, the Company’s proxy solicitor, toll-free at(888) 750-5834. Banks and brokers may call collect at(212) 750-5833.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Corporate Governance Philosophy
The business affairs of Synovus are managed under the direction of the Board of Directors in accordance with the Georgia Business Corporation Code, as implemented by Synovus’ Articles of Incorporation and bylaws. The role of the Board of Directors is to effectively govern the affairs of Synovus for the benefit of its shareholders. The Board strives to ensure the success and continuity of Synovus’ business through the appointment of qualified executive management. It is also responsible for ensuring that Synovus’ activities are conducted in a responsible and ethical manner. Synovus and its Board of Directors are committed to following sound corporate governance.
Corporate Governance Highlights
Synovus’ Board and management believe that good corporate governance practices promote the long-term interests of all shareholders and strengthen Board and management accountability. Highlights of such practices include:
- 2017 Proxy Statement 7
CORPORATE GOVERNANCE AND BOARD MATTERS
The Board, under the leadership of the Corporate Governance and Nominating Committee, will continue to actively monitor and consider additional changes to our corporate governance practices in the future.
Independence
The NYSE listing standards provide that a director does not qualify as independent unless the Board of Directors affirmatively determines that the director has no material relationship with Synovus. The Board has established categorical standards of independence to assist it in determining director independence which conform to the independence requirements in the NYSE listing standards. The categorical standards of independence are incorporated within our Corporate Governance Guidelines, are attached to this Proxy Statement asAppendix A and are also available in the Corporate Governance Section of our website at investor.synovus.com.
The Board has affirmatively determined that eleventhirteen of its twelvefourteen members are independent as defined by the listing standards of the NYSE and the categorical standards of independence set by the Board. Synovus’ Board has determined that, as of January 1, 2017,2018, the following directors are independent: Catherine A. Allen, Tim E. Bentsen, F. Dixon Brooke, Jr., Stephen T. Butler, Elizabeth W. Camp, T. Michael Goodrich,Diana M. Murphy, Jerry W. Nix, Harris Pastides, Joseph J. Prochaska, Jr., John L. Stallworth, Melvin T. Stith, Barry L. Storey and Philip W. Tomlinson. In addition, Synovus’ Board has determined that, as of his appointment to the Board on January 18, 2017, F. Dixon Brooke, Jr. is independent. Please see “Certain Relationships and Related Transactions” on page 46 of this Proxy Statement for a discussion of certain relationships between Synovus and its independent directors. These relationships have been considered by the Board in determining a director’s independence from Synovus under Synovus’ Corporate Governance Guidelines and the NYSE listing standards and were determined to be immaterial.
- 2018 Proxy Statement 7
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Meetings and Attendance
The Board of Directors held nineeleven meetings in 2016.2017. All directors attended at least 75% of Board and committee meetings held during their tenure during 2016.2017. The average attendance by incumbent directors at the aggregate number of Board and committee meetings they were scheduled to attend was approximately 97%98%. Although Synovus has no formal policy with respect to Board members’ attendance at its annual meetings, it is customary for all Board members to attend the annual meetings. All of Synovus’ then-current directors (except for one) attended Synovus’ 20162017 annual meeting of shareholders.
Board meetings regularly include education presentations and training to enable the directors to keep abreast of business and banking trends and market, regulatory and industry issues. These sessions are often conducted by outside experts in such subject areas such as cybersecurity, evolving regulatory standards, risk management, emerging products and trends, economic conditions, technology and effective corporate governance. In addition, the Board is provided business-specific training on products and services and special risks and opportunities to Synovus. Moreover, the directors periodically attend industry conferences, meetings with regulatory agencies and educational sessions pertaining to their service on the Board and its committees.
CORPORATE GOVERNANCE AND BOARD MATTERS
Committees of the Board
Synovus’ Board of Directors has five principal standing committees—an Audit Committee, a Corporate Governance and Nominating Committee, a Compensation Committee, a Risk Committee and an Executive Committee. Each committee has a written charter adopted by the Board of Directors that complies with the applicable listing standards of the NYSE pertaining to corporate governance. Copies of the committee charters are available in the Corporate Governance section of our website at investor.synovus.com. The Board has determined that each member of the Audit, Corporate Governance and Nominating, Compensation and Risk Committees is an independent director as defined by the listing standards of the NYSE and our Corporate Governance Guidelines. The following table shows the membership of the various committees as of the date of this Proxy Statement.
Audit Committee | Corporate Governance and Nominating Committee | Compensation Committee | Risk Committee | Executive Committee | ||||||
Catherine A. Allen | ||||||||||
Tim E. Bentsen | ||||||||||
F. Dixon Brooke, Jr. | ||||||||||
Stephen T. Butler | ||||||||||
Elizabeth W. Camp | ||||||||||
Diana M. Murphy | ||||||||||
Jerry W. Nix | ||||||||||
Harris Pastides | ||||||||||
Joseph J. Prochaska, Jr. | ||||||||||
John L. Stallworth | ||||||||||
Kessel D. Stelling | ||||||||||
Melvin T. Stith | ||||||||||
Barry L. Storey | ||||||||||
Philip W. Tomlinson | ||||||||||
Chairperson Member |
Following the election of directors at the Annual Meeting, the Corporate Governance and Nominating Committee will recommend the reconstitution of these committees and appoint committee chairpersons after giving effect to any changes to the current composition of the Board.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Audit Committee
Synovus’ Audit Committee held twelvethirteen meetings in 2016.2017. The Audit Committee’s report is on page 27 of this Proxy Statement. The Board has determined that all four members of the Committee are independent and financially literate under the rules of the NYSE and that each of the four members of the Audit Committee is an “audit committee financial expert” as defined by the rules of the SEC. The primary functions of the Audit Committee include:
Corporate Governance and Nominating Committee
Synovus’ Corporate Governance and Nominating Committee held fourfive meetings in 2016.2017. The primary functions of Synovus’ Corporate Governance and Nominating Committee include:
- 2017 Proxy Statement 9
CORPORATE GOVERNANCE AND BOARD MATTERS
Compensation Committee
Synovus’ Compensation Committee held eightfive meetings in 2016.2017. Its report is on page 40 of this Proxy Statement. The primary functions of the Compensation Committee include:
Information regarding the Compensation Committee’s processes and procedures for considering and determining executive officer compensation is provided in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement. Except to the extent prohibited by law or regulation, the Compensation Committee may delegate matters within its power and responsibility to individuals or subcommittees when it deems appropriate.
In addition, the Compensation Committee has the authority under its charter to retain outside advisors to assist the Committee in the performance of its duties. During 2016,2017, the Committee retained the services of Meridian Compensation Partners, LLC, or Meridian, to:
The Committee evaluated whether the work provided by Meridian raised any conflict of interest. The Committee considered various factors, including the six factors mandated by SEC rules, and determined that no conflict of interest was raised by the work of Meridian described in this Proxy Statement.
Meridian was engaged directly by the Committee, although the Committee also directed that Meridian work with Synovus’ management to facilitate the Committee’s review of compensation practices and management’s recommendations. Synovus’ Chief Administrative Officer and her staff developdeveloped executive compensation recommendations for the Committee’s consideration in conjunction with Synovus’ CEO and with the advice of Meridian. In 2016, the Committee also directly engaged Mercer (US), Inc. toMeridian did not provide advice and recommendations related to a special project involving the compensation program of the CEO. Mercer’s engagement was limited in nature and scope and terminated before the end of 2016. Neither Meridian nor Mercer provided any other services to Synovus during 2016.2017.
- 2018 Proxy Statement 9
CORPORATE GOVERNANCE AND BOARD MATTERS
In 2017, Synovus’ Chief Administrative Officer worksworked with the Chairman of the Committee to establish the agenda for Committee meetings. Management also prepares background information for each committee meeting. Synovus’ Chief Administrative Officer attendsand Chief Human Resources Officer attend all committee meetings by invitation of the Committee, while Synovus’ CEO attends some committee meetings by invitation of the Committee. The CEO and the Chief Administrative Officerother members of management do not have authority to vote on committee matters. Meridian attended all of the committee meetings held during 20162017 at the request of the Committee. In addition, the Committee regularly meets in executive session with no members of management in attendance.
Risk Committee
Synovus’ Risk Committee held eight meetings in 2016.2017. The primary functions of Synovus’ Risk Committee include:
Executive Committee
The Executive Committee is comprised of the chairpersons of the principal standing committees of the Synovus Board and Synovus Bank Board, the Chief Executive Officer, the Chairman of the Board (if different from the Chief Executive Officer) and the Lead Director. During the intervals between meetings of Synovus’ Board of Directors, the Executive Committee possesses and may exercise any and all of the powers of Synovus’ Board of Directors in the management and direction of the business and affairs of Synovus with respect to which specific direction has not been previously given by the Board of Directors unless Board action is required by Synovus’ governing documents, law or rule. The Executive Committee did not meet in 2016.
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CORPORATE GOVERNANCE AND BOARD MATTERS
2017.
Compensation Committee Interlocks and Insider Participation
Ms. Camp and Messrs. Goodrich,Brooke, Stith, Storey and Tomlinson and Ms. Camp served on the Compensation Committee during 2016.2017. In addition, Michael T. Goodrich served on the Compensation Committee until his retirement in April 2017. None of these individuals is or has been an officer or employee of Synovus. In 2016,2017, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on Synovus’ Board or Compensation Committee.
Risk Oversight
Under Synovus’ Corporate Governance Guidelines, the Board is charged with providing oversight of Synovus’ risk management processes. The Board does not view risk in isolation and considers risk in virtually every business decision and as part of the Company’s overall business strategy. While the Board oversees risk management, the Company’s management is charged with managing risk. The Board’s role in risk oversight is an integral part of Synovus’ overall enterprise risk management framework. For a more detailed description of Synovus’ enterprise risk management framework, see “Part I—Item 1. Business—Enterprise Risk Management” in Synovus’ 20162017 Annual Report.
The Risk Committee fulfills the overarching oversight role for overseeing the enterprise risk management and compliance processes, including approving risk tolerance levels and risk policies and limits, monitoring key and emerging risks and reviewing risk assessments. In carrying out its responsibilities, the Risk Committee works closely with Synovus’ Chief Risk Officer and other members of Synovus’ enterprise risk management and compliance teams. The Risk Committee meets periodically with the Chief Risk Officer and other members of management and receives a comprehensive report on enterprise risk management and compliance matters, including management’s assessment of risk exposures (including risks related to liquidity, interest rates, credit, operations, regulatory compliance, and future growth, among others) and the processes in place to monitor and control such exposures. The Chairman of the Risk Committee also receives updates between meetings from the Chief Risk Officer, the Chief Executive Officer, the Chief Information Security Officer and the Chief Compliance Officer and other members of management relating to risk oversight and compliance matters. The Risk Committee provides a report on risk management to the full Board on at least a quarterly basis.
In addition, oversight of risk is allocated to all other committees of the Board, who meet regularly and report back to the Board. The Audit Committee oversees risks related to financial reporting, internal controls over financial reporting, the investments portfolio, legal matters, tax matters, credit matters and reputational risks relating to these areas. The Compensation Committee oversees risks related to incentive compensation, executive and director compensation, executive succession planning, talent retention and reputational risks relating to these areas. As a part of the risk governance process, the Chief Risk Officer provides an annual risk profile of our compensation plans to the Compensation Committee. For a discussion of the Compensation Committee’s review of Synovus’ senior executive officer compensation plans and employee incentive compensation plans and the risks associated with these plans, see “Compensation Framework: Compensation Policies, Compensation Process and Risk Considerations—Risk Considerations” on page 39 of this Proxy Statement. The Corporate Governance and Nominating Committee oversees corporate governance-related
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CORPORATE GOVERNANCE AND BOARD MATTERS
risks, such as board succession planning, corporate governance policies, related party transactions, and reputational risks relating to these areas.
The Company believes that its enterprise risk framework, including the active engagement of management with the Board in the risk oversight function, supports the risk oversight function of the Board. For more information on the risks facing the Company, see the risk factors in “Part I —ItemI—Item 1A. Risk Factors” in the 20162017 Annual Report.
Leadership Structure of the Board
Our current Board leadership structure consists of:
Our Corporate Governance Guidelines and governance framework provide the Board with flexibility to select the appropriate leadership structure for Synovus. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of Synovus’ shareholders. In accordance with Synovus’ bylaws, our Board of Directors elects our Chief Executive Officer and our Chairman, and each of these positions may be held by the same person or may be held by two persons. Under our Corporate Governance Guidelines, the Board does not have a policy, one way or the other, on whether the roles of the Chairman and Chief Executive Officer should be separate and, if it is to be separate, whether the Chairman should be selected from thenon-employee directors or be an employee. However, our Corporate Governance Guidelines require that, if the Chairman of the Board is not an independent director, the Corporate Governance and Nominating Committee shall nominate, and a majority of the independent directors shall elect, a Lead Director. Under its charter, the Corporate Governance and Nominating Committee periodically reviews and recommends to the Board the leadership structure of the Board and, if necessary, nominates the Lead Director candidate from the independent directors. Currently, one individual serves as both our Chief Executive Officer and Chairman and, as a result, Synovus also has a Lead Director. The Board currently believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying Synovus’ strategy behind a single vision.
- 2017 Proxy Statement 11
CORPORATE GOVERNANCE AND BOARD MATTERS
The Chairman of the Board is responsible for chairing Board meetings and meetings of shareholders, setting the agendas for Board meetings in consultation with the Lead Director and providing information to Board members in advance of meetings and between meetings.
Pursuant to Synovus’ Corporate Governance Guidelines, the duties of the Lead Director include the following:
After careful consideration, the Corporate Governance and Nominating Committee has determined that Synovus’ current Board structure is the most appropriate leadership structure for Synovus and its shareholders at this time. Moreover, as part of the Board’s annual self-evaluation, the performance of the Chairman of the Board and Lead Director are evaluated, and the Board continues to believe that the current Board structure is appropriate and effective.
Meetings ofNon-Management and Independent Directors
Thenon-management directors of Synovus meet separately at least four times a year after regularly scheduled meetings of the Board of Directors and at such other times as may be requested by the Chairman of the Board or any director. Synovus’ independent directors meet at least once a year. During 2016,2017, Mr. Goodrich, as Lead Director until April 2017, and Ms. Camp, as Lead Director since April 2017, presided at the meetings ofnon-management and independent directors.
- 2018 Proxy Statement 11
CORPORATE GOVERNANCE AND BOARD MATTERS
Board and Committee Self-Evaluations
The Board and each Board committee conduct robust annual self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board and its committees and to determine whether the Board and its committees are functioning effectively. The results of the self-evaluations are discussed by the Board and each committee, respectively, during executive session. For the last threefour years, the Board has used an independent third party to conduct these evaluations.
The Board’s annual self-evaluation is a key component of its director nomination process and succession planning. In fact, the Corporate Governance and Nominating Committee uses the input from these self-evaluations to recommend changes to Synovus’ corporate governance practices and areas of focus for the following year and to plan for an orderly succession of the Board and its committees. The Board values the contributions of directors who have developed extensive experience and insight into Synovus during the course of their service on the Board and as such, the Board does not believe arbitrary term limits on directors’ service are appropriate. At the same time, the Board recognizes the importance of Board refreshment to help ensure an appropriate balance of experience and perspectives on the Board.
Consideration of Director Candidates
Director Qualifications
Synovus’ Corporate Governance Guidelines contain Board membership criteria considered by the Corporate Governance and Nominating Committee in recommending nominees for a position on Synovus’ Board. The Committee believes that, at a minimum, a director candidate must possess personal and professional integrity, sound judgment and forthrightness. A director candidate must also have sufficient time and energy to devote to the affairs of Synovus, be free from conflicts of interest with Synovus, must not have reached the retirement age for Synovus directors and be willing to make, and be financially capable of making, the required investment in Synovus’ stock pursuant to Synovus’ Director Stock Ownership Guidelines. The Committee also considers the following criteria when reviewing director candidates and existing directors:
CORPORATE GOVERNANCE AND BOARD MATTERS
The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In addition to the criteria set forth above, the Committee considers how the skills and attributes of each individual candidate or incumbent director work together to create a board that is collegial, engaged and effective in performing its duties. Although the Board does not have a formal policy on diversity, the Board and the Committee believe that the background and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will contribute to Board diversity and allow the Board to effectively fulfill its responsibilities. For a discussion of the specific backgrounds and qualifications of our director nominees, see “Proposals to be Voted on: Proposal 1—Election of 12 Directors —Nominees14 Directors—Nominees for Election as Director” beginning on page 16 of this Proxy Statement.
Identifying and Evaluating Nominees
The Corporate Governance and Nominating Committee has two primary methods for identifying director candidates (other than those proposed by Synovus’ shareholders, as discussed below). First, on a periodic basis, the Committee solicits ideas for possible candidates from a number of sources including members of the Board, Synovus executives and individuals personally known to the members of the Board. Second, the Committee, as authorized under its charter, retains at Synovus’ expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms).
The Committee will consider all director candidates identified through the processes described above, as well as any candidates identified by shareholders through the process described below, and will evaluate each of them, including incumbents, based on the same criteria. The director candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. If based on the Committee’s initial evaluation a director candidate continues to be of interest to the Committee, the Chair of the Committee will interview the candidate and communicate his evaluation to the other Committee members and executive management. Additional interviews are conducted, if necessary, and ultimately the Committee will meet to finalize its list of recommended candidates for the Board’s consideration.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Shareholder Candidates
The Corporate Governance and Nominating Committee will consider candidates for nomination as a director submitted by shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the Board does not believe that such a separate policy is necessary as Synovus’ bylaws permit shareholders to nominate candidates and as one of the duties set forth in the Corporate Governance and Nominating Committee charter is to review and consider director candidates submitted by shareholders. The Committee will evaluate individuals recommended by shareholders for nomination as directors according to the criteria discussed above and in accordance with Synovus’ bylaws and the procedures described under “Shareholder Proposals and Nominations” on page 47 of this Proxy Statement.
Communicating with the Board
Synovus’ Board provides a process for shareholders and other interested parties to communicate with one or more members of the Board, including the Lead Director, or thenon-management or independent directors as a group. Shareholders and other interested parties may communicate with the Board as follows:
Relevant communications are distributed to the Board, or to any individual director or directors, as appropriate, depending upon the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to its duties and responsibilities be excluded, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any communication that is filtered out is made available to any director upon request.
These procedures are also available in the Corporate Governance section of our website at investor.synovus.com. Synovus’ process for handling shareholder and other communications to the Board has been approved by Synovus’ independent directors.
- 2017 Proxy Statement 13
CORPORATE GOVERNANCE AND BOARD MATTERS
Shareholder Engagement
Synovus and our Board believe that accountability to our shareholders is key to sound corporate governance principles, and as such, regular and transparent communication with our shareholders is essential to our long-term success. Throughout 2016,2017, members of our management team met regularly with a significant number of our shareholders to discuss our corporate strategy, capital management, risk management, corporate governance and executive compensation. In regularly engaging with our shareholders, we provide perspective on our policies and practices and seek input from these shareholders to ensure that we are addressing their questions and concerns.
Additional Information about Corporate Governance
After careful planning and discussion, the Board recently amended the mandatory retirement age of the Board, effective with the Annual Meeting, to the later of age 72 or seven years of Board service (but in no event shall a director serve after attaining age 75). The Board made this change as a part of a deliberative succession planning process, recognizing the upward trends in public board retirement ages and balancing the need for highly qualified candidates with the time and commitment required for director onboarding and education. We believe this change will be in the best interests of our shareholders by ensuring a Board comprised of highly qualified individuals, highly committed and engaged in our Company’s long-term success.
Synovus has adopted Corporate Governance Guidelines which are regularly reviewed by the Corporate Governance and Nominating Committee. We have also adopted a Code of Business Conduct and Ethics which is applicable to all directors, officers and employees. In addition, we maintain procedures for the confidential, anonymous submission of any complaints or concerns about Synovus, including complaints regarding accounting, internal accounting controls or auditing matters. Shareholders may access Synovus’ Corporate Governance Guidelines, Code of Business Conduct and Ethics, each committee’s current charter, procedures for shareholders and other interested parties to communicate with the Lead Director or with thenon-management or independent directors individually or as a group and procedures for reporting complaints and concerns about Synovus, including complaints concerning accounting, internal accounting controls and auditing matters, in the Corporate Governance section of our website at investor.synovus.com.
- 2018 Proxy Statement 13
Director Compensation Program
The Compensation Committee is responsible for the oversight and administration of the Synovus director compensation program. The following is a description of the director compensation program for 2016.2017.
Cash Compensation of Directors
As reflected in the “Fees Earned or Paid in Cash” column of the Director Compensation Table, during 2016,2017,non-management directors of Synovus received an annual cash retainer of $50,000, with
Directors who are employees of Synovus do not receive any additional compensation for their service on the Board.
By paying directors an annual retainer, Synovus compensates each director for his or her role and judgment as an advisor to Synovus, rather than for his or her attendance or effort at individual meetings. In so doing, directors with added responsibility are recognized with higher cash compensation. For example, members of the Audit Committee receive a higher cash retainer based upon the enhanced duties, time commitment and responsibilities of service on that committee. The Board believes that this additional cash compensation is appropriate. In addition, directors may from time to time receive compensation for serving on advisory committees of the Synovus Board.
The members of the Board are compensated each April for their service on the Board from the date of the annual meeting to the following year’s annual meeting. As such, the Board was compensated in 20162017 for the full year of service for the period from April 21, 201620, 2017 through April 20, 2017.26, 2018.
Directors may elect to defer all or a portion of their cash compensation under the Synovus Directors’ Deferred Compensation Plan. The Directors’ Deferred Compensation Plan does not provide directors with an “above market” rate of return. Instead, the deferred amounts mirror the return of one or more investment funds selected by the director. In so doing, the plan is designed to allow directors to defer the income taxation of a portion of their compensation and to receive an investment return on those deferred amounts. All deferred fees are payable only in cash. TwoThree directors (Dr. Pastides and Mr.Messrs. Stallworth and Storey) elected to defer their 20162017 cash compensation under this plan.
DIRECTOR COMPENSATION
Equity Compensation of Directors
During 2016,2017,non-management directors also received awards of restricted stock units under the Synovus 2013 Omnibus Plan. On April 20, 2016,19, 2017, the Board approved grants of 1,7651,782 restricted stock units ($55,00075,000 grant date fair market value) to thenon-management members of the Board elected on April 21, 201620, 2017 to serve as directors for a term ending on April 20, 2017.26, 2018. The director restricted stock units become fully vested and transferable upon the earlier to occur of the completion of three years of service following the grant date and the date the holder reaches age 72.mandatory retirement, as set forth in the Corporate Governance Guidelines. These restricted stock unit awards are designed to create equity ownership and to focus directors on the long-term performance of Synovus.
Synovus’ 2011 Director Stock Purchase Plan is anon-qualified, contributory stock purchase plan pursuant to which qualifying Synovus directors canmay purchase, with the assistance of contributions from Synovus, presently issued and outstanding shares of Synovus stock. Under the terms of the Director Stock Purchase Plan, qualifying directors canmay elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and Synovus contributes an additional amount (equal to 15% of the directors’ cash contributions in 2016)2017). Participants in the Director Stock Purchase Plan are fully vested in all shares of Synovus stock purchased for their benefit under the Plan and may request that the shares purchased under the Plan be released to them at any time. Synovus’ contributions under this Plan are included in the “All Other Compensation” column of the Director Compensation Table below. Synovus’ contributions under the Director Stock Purchase Plan provide directors the opportunity to buy and maintain an equity interest in Synovus and to share in the capital appreciation of Synovus.
Director Stock Ownership Guidelines
Synovus’ Corporate Governance Guidelines require all directors to accumulate over time shares of Synovus stock equal in value to at least threefive times the value of their annual retainer. Directors have five years to attain this level of total stock ownership, but must attain a share ownership threshold of one times the amount of the director’s annual retainer within three years. These stock ownership guidelines are designed to align the interests of Synovus’ directors to that of Synovus’ shareholders and the long-term performance of Synovus. The restricted stock unit awards to directors and Synovus’ contributions under the Director Stock Purchase Plan assist and facilitate directors’ fulfillment of their stock ownership requirements. All of Synovus’ directors were in compliance with the guidelines as of December 31, 2016.2017.
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DIRECTOR COMPENSATION
Director Compensation Table
The following table summarizes the compensation paid by Synovus tonon-management directors for the year ended December 31, 2016.2017.
Name** | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
Catherine A. Allen | $ | 70,000 | (2) | $ | 55,000 | $ | 1,500 | (3) | $ | 126,500 | $ 70,000 | $ 75,000 | $ 1,500 | (3) | $ 146,500 | |||||||||||||||||
Tim E. Bentsen | 90,000 | (2) | 55,000 | 3,000 | (3) | 148,000 | 90,000 | 75,000 | 3,000 | (3) | 168,000 | |||||||||||||||||||||
F. Dixon Brooke, Jr. | 75,000 | 75,000 | 9,300 | (3)(4) | 159,300 | |||||||||||||||||||||||||||
Stephen T. Butler | 60,000 | (2) | 55,000 | 8,200 | (3)(4) | 123,200 | 60,000 | 75,000 | 8,200 | (3)(4) | 143,200 | |||||||||||||||||||||
Elizabeth W. Camp | 95,000 | (2) | 55,000 | 1,500 | (3) | 151,500 | 110,000 | 75,000 | 1,500 | (3) | 186,500 | |||||||||||||||||||||
T. Michael Goodrich | 100,000 | (2) | 55,000 | 8,500 | (3)(4) | 163,500 | ||||||||||||||||||||||||||
Diana M. Murphy | 41,260 | — | 1,750 | (3)(4) | 43,010 | |||||||||||||||||||||||||||
Jerry W. Nix | 75,000 | (2) | 55,000 | — | 130,000 | 85,000 | 75,000 | — | 160,000 | |||||||||||||||||||||||
Harris Pastides | 60,000 | (2) | 55,000 | 10,350 | (3)(4) | 125,350 | 70,000 | 75,000 | 10,350 | (3)(4) | 155,350 | |||||||||||||||||||||
Joseph J. Prochaska, Jr. | 85,000 | (2) | 55,000 | — | 140,000 | 85,000 | 75,000 | — | 160,000 | |||||||||||||||||||||||
John L. Stallworth | 41,260 | — | 1,400 | (4) | 42,660 | |||||||||||||||||||||||||||
Melvin T. Stith | 60,000 | (2) | 55,000 | — | 115,000 | 60,000 | 75,000 | — | 135,000 | |||||||||||||||||||||||
Barry L. Storey | 60,000 | (2) | 55,000 | 4,850 | (4) | 119,850 | 70,000 | 75,000 | 4,600 | (4) | 149,600 | |||||||||||||||||||||
Philip W. Tomlinson | 60,000 | (2) | 55,000 | 6,600 | (3)(4) | 121,600 | 70,000 | 75,000 | 6,000 | (3)(4) | 151,000 |
** | Mr. Stelling does not receive any additional compensation for serving as a director. His |
(1) | For each director other than Ms. Murphy and Mr. Stallworth, reflects fees paid in 2017 for service on the Board from April 20, 2017 to April 26, 2018. For Ms. Murphy and Mr. Stallworth, reflects pro rata fees paid for service on the Board from August 17, 2017 to April 26, 2018. |
(2) | The grant date fair value of the |
(3) | Includes contributions made by Synovus under Synovus’ Director Stock Purchase Plan of the following amounts for the following directors: $1,500 for each of Ms. Allen and Ms. Camp; $3,000 for each of Messrs. Bentsen, Brooke, Butler and |
(4) | Includes compensation of $6,300 for Mr. Brooke, $5,200 for Mr. Butler, |
- 20172018 Proxy Statement 15
Proposal 1 | Election of |
Number
Pursuant to Synovus’ bylaws, the Board shall consist of not less than 8 nor more than 25 directors with such number to be set either by the Board or shareholders representing at least 66 2⁄3% of the votes entitled to be cast by the holders of all of Synovus’ issued and outstanding shares. Currently, the size of the Board is set at 13 members. Effective as of the date of the Annual Meeting, the Board has set the size of the Board at 1214 members. Proxies cannot be voted at the Annual Meeting for a greater number of persons than the 1214 nominees named in this Proxy Statement.
Nominees for Election as Director
The 1214 nominees for director named in this Proxy Statement were selected by the Corporate Governance and Nominating Committee based upon a review of the nominees and consideration of the director qualifications described under “Corporate Governance and Board Matters—Consideration of Director Candidates—Director Qualifications” on page 12 of this Proxy Statement. In addition to the specific criteria for director nomination, the Corporate GovernanceStatement and Nominating Committee assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board’s ability to manage and direct the affairs and business of Synovus.described below. With respect to the nomination of continuing directors forre-election, the Corporate Governance and Nominating Committee also considers the individual’s contributions to the Board and its committees. All of the 1214 nominees currently serve as a director. Mr. Brooke was appointed to the Board on January 18, 2017. His nomination was recommended to the Board by anon-management director. The nominees for director include sixseven current and former chief executive officers, at least 1012 persons who could be recognized as “audit committee financial experts,” two current or former deans of national universities, and a former partner of a global auditing firm. The nominees collectively have over 200 years of experience in banking and financial services as well as significant experience in insurance, investment management, commercial real estate, risk management, and accounting. The nominees also bring extensive board and committee experience.
In addition, to the overall compositioneach of the Board,nominees has:
✓ | Demonstrated business acumen and financial literacy; |
✓ | A high degree of engagement and commitment; |
✓ | A reputation for high integrity, judgment, professionalism and adherence to high ethical standards; |
✓ | Extensive experience in the public, private ornot-for-profit sectors; |
✓ | Leadership and expertise in their respective fields; |
✓ | Strategic thinking; and |
✓ | Involvement in educational, charitable and community organizations. |
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PROPOSALS TO BE VOTED ON
Our directors also have a wide range of other qualifications, skills and experiences that align with our long-term corporate strategy. In fact, the Corporate Governance and Nominating Committee also consideredhas identified a number of specific areas, experiences and qualifications that are desirable and currently represented by the nominees’ individual roles in (1) oversight of our enterprise risk management process, (2) relationships with the numerous regulatory agencies that monitor Synovus’ operations, (3) assistance with the strategic plannominees:
Thirteen of the Company, (4) oversight and support of our expense reduction initiatives, and (5) managing succession planning. In addition to fulfilling the above criteria, 11 of the 1214 nominees for election named below are considered independent under the NYSE rules and Synovus’ director independence standards. Each nominee also brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, executive management, risk management and oversight, corporate strategy, commercial real estate, troubled assetwork-out and disposition situations, and ancillary financial services businesses. Each member of the Board has demonstrated leadership through his or her work on the boards of a variety of public, private andnon-profit organizations and is familiar with board processes and corporate governance. We believe the atmosphere of our Board is collegial and that all Board members are engaged in their responsibilities. For additional information about our director independence requirements, consideration of director candidates, director tenure, leadership structure of our Board and other corporate governance matters, see “Corporate Governance and Board Matters” beginning on page 7 of this Proxy Statement.
PROPOSALS TO BE VOTED ON
The following table sets forth information regarding the 1214 nominees for election to the Board.
Name | Age | Year First Elected Director | Principal Occupation | Committees | Age | Year First Elected Director | Principal Occupation | Committees | ||||||||||||||||
Catherine A. Allen | 70 | 2011 | Chairman and Chief Executive Officer, The Santa Fe Group | CGN, R | 71 | 2011 | Chairman and Chief Executive Officer, The Santa Fe Group | CGN, R | ||||||||||||||||
Tim E. Bentsen | 63 | 2014 | Partner, Retired, KPMG LLP | E, A (Chair), R | 64 | 2014 | Partner, Retired, KPMG LLP | E, A (Chair), R | ||||||||||||||||
F. Dixon Brooke, Jr. | 69 | 2017 | Chief Executive Officer and President, Retired, EBSCO Industries, Inc. | — | 70 | 2017 | Chief Executive Officer and President, Retired, EBSCO Industries, Inc. | A, C | ||||||||||||||||
Stephen T. Butler | 66 | 2012 | Chairman of the Board, W.C. Bradley Company | CGN | 67 | 2012 | Chairman of the Board, W.C. Bradley Company | CGN | ||||||||||||||||
Elizabeth W. Camp | 65 | 2003 | President and Chief Executive Officer, DF Management, Inc. | E, A, C (Chair), CGN | 66 | 2003 | President and Chief Executive Officer, DF Management, Inc. | E, C (Chair), CGN, R | ||||||||||||||||
Diana M. Murphy | 61 | 2017 | Managing Director, Rocksolid Holdings, LLC | CGN | ||||||||||||||||||||
Jerry W. Nix | 71 | 2012 | Vice Chairman, Executive Vice President and Chief Financial Officer, Retired, Genuine Parts Company | A, CGN | 72 | 2012 | Vice Chairman, Executive Vice President and Chief Financial Officer, Retired, Genuine Parts Company | A, CGN (Chair) | ||||||||||||||||
Harris Pastides | 63 | 2014 | President, University of South Carolina | CGN | 64 | 2014 | President, University of South Carolina | CGN, R | ||||||||||||||||
Joseph J. Prochaska, Jr. | 66 | 2011 | Executive Vice President and Chief Accounting Officer, Retired, MetLife, Inc. | E, A, R (Chair) | 67 | 2011 | Executive Vice President and Chief Accounting Officer, Retired, MetLife, Inc. | E, A, R (Chair) | ||||||||||||||||
John L. Stallworth | 65 | 2017 | Partner, Genesis II | R | ||||||||||||||||||||
Kessel D. Stelling | 60 | 2010 | Chairman of the Board, Chief Executive Officer and President, Synovus Financial Corp. | E (Chair) | 61 | 2010 | Chairman of the Board, Chief Executive Officer and President, Synovus Financial Corp. | E (Chair) | ||||||||||||||||
Melvin T. Stith | 70 | 1998 | Dean, Retired, Martin J. Whitman School of Management, Syracuse University | C | 71 | 1998 | Interim President, Norfolk State University and Dean, Retired, Martin J. Whitman School of Management, Syracuse University | C | ||||||||||||||||
Barry L. Storey | 57 | 2013 | Principal, BLS Holdings Group, LLC | C | 58 | 2013 | Principal, BLS Holdings Group, LLC | C, CGN | ||||||||||||||||
Philip W. Tomlinson | 70 | 2008 | Chairman of the Board and Chief Executive Offer, Retired, Total System Services, Inc. | R, C | 71 | 2008 | Chairman of the Board and Chief Executive Offer, Retired, Total System Services, Inc. | C, R |
A: | Audit Committee |
C: | Compensation Committee |
CGN: | Corporate Governance and Nominating Committee |
E: | Executive Committee |
R: | Risk Committee |
- 2018 Proxy Statement 17
PROPOSALS TO BE VOTED ON
The business experience and other specific skills, attributes and qualifications of each of the nominees is as follows:
Catherine A. Allen is the Chairman and Chief Executive Officer of The Santa Fe Group, a consulting group founded in 1996, specializing in the management of strategic financial services and critical infrastructure projects and in providing advisory services to executive officers and boards of directors. The Santa Fe Group manages the Shared Assessments Program, with over 270 major corporate members concerned about third party risk management. From 1997 to 2007,
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- 2017 Proxy Statement 17
PROPOSALS TO BE VOTED ON
Tim E. Bentsen is a former audit partner and practice leader of KPMG LLP, a U.S.-based global audit, tax and advisory services firm, a position he retired from in 2012. Over his 37 years with KPMG, he served as an audit partner for numerous banks and other financial services companies and served in a variety of leadership roles, including Southeast Area Managing Partner and Atlanta office Managing Partner. Mr. Bentsen also served on national leadership teams for the financial services and audit practice as well as on the firm’s national Operations Committee. In addition, he served as an account executive for many of the largest audit andnon-audit clients in the Southeast where he had extensive involvement with audit committees and served as the lead partner for tax and advisory services including risk, regulatory, internal audit and operational services for a Top 10 U.S. bank. Mr. Bentsen has been a frequent speaker on corporate governance matters across the country and served in a leadership role for KPMG’s Audit Committee Institute and as an organizer and faculty member for the University of Georgia’s Directors’ College for over ten years. He is a faculty member at the J.M. Tull School of Accounting at the University of Georgia and
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F. Dixon Brooke, Jr. is the former President and Chief Executive Officer of EBSCO Industries, Inc., a privately owned company based in Birmingham, Alabama with a diverse range of business, including information services, publishing and digital media, outdoor products, real estate, manufacturing and general services, with operations in 23 countries and with approximately $2.7 billion in annual revenues. Mr. Brooke served as President and CEO of EBSCO for over eight years and served in various other leadership capacities during his 40 years of service with the company. Mr. Brooke currently serves as Chairman of the Board of
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PROPOSALS TO BE VOTED ON
Stephen T. Butleris the Chairman of the Board of W.C. Bradley Co., a private consumer products and real estate company, a position he has held since 2008. Prior to that time and for 21 years, he served as Chief Executive Officer and Chairman of the Board of W.C. Bradley Co. where he was responsible for the oversight and development of the company’s mass market home and leisure product businesses through acquisitions and new product introductions and the development of various real estate projects throughout Columbus, Georgia. In addition to his leadership role on the W.C. Bradley board, Mr. Butler currently serves as Chairman of the Board of our Columbus
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Elizabeth W. Camp is President and Chief Executive Officer of DF Management, Inc., a private investment and commercial real estate management company, a position she has held since 2000. Previously, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company for 16 years. Before its sale in 2000, Camp Oil developed and operated convenience stores, truck stops and restaurants in nine states. Ms. Camp’s background also includes experience as a tax accountant with a major accounting firm and an attorney in law firms in Atlanta and Washington, D.C. Ms. Camp holds a bachelor’s degree in accounting and a law degree from the University of Georgia, as well as a master’s degree in taxation from Georgetown Law Center. Ms. Camp is a current director or trustee on the boards of severalnon-profit organizations, including the Woodruff Arts Foundation, University of Georgia Foundation, the Atlanta chapter of the National Association of Corporate Directors, Vice Chair of the University of Georgia’s Terry College of Business Dean’s Advisory Council and the Boy Scouts |
Diana M. Murphy is the Managing Director of Rocksolid Holdings, LLC, a private equity firm focused on small businesses and real estate in the Southeast. She served seven years on the Executive Committee of the United States Golf Association, or USGA, and the last two years as President of the USGA, having previously served as Treasurer and Vice President of the organization. From 2012 to 2015, Ms. Murphy was Managing Director of the Georgia Research Alliance Venture Fund, a private equity firm invested in early-stage technology and life science companies created out of the state’s research universities. She also served eleven years as the Managing Director of Chartwell Capital Management Company, a private equity firm located in Jacksonville, Florida, and fifteen years as the Senior Vice President and Chief Revenue Officer of The Baltimore Sun Company. Ms. Murphy currently serves as thenon-executive Chairman of the Board of Landstar System, Inc., a public company that provides integrated transportation management solutions worldwide, and on its audit committee, compensation committee, nominating and corporate governance committee, safety and risk committee and strategic planning committee. She served as the Lead Independent Director of Landstar from 2012 to 2015. Ms. Murphy also serves as a director of CTS Corporation, a public company that designs, manufactures and sells a broad line of sensors, electronic components and actuators globally, chairing its nominating and governance committee and serving on its compensation committee. Ms. Murphy serves on a number of other boards, both private and charitable, including the board of the Boys and Girls Club of Southeast Georgia and the advisory board of Synovus’ Sea Island market. Ms. Murphy’s extensive experience and leadership of the boards of publicly-traded companies, along with her business acumen and management experience, well qualify her to serve on our Board.
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Jerry W. Nix is the former Vice Chairman, Executive Vice President and Chief Financial Officer of Genuine Parts Company. Prior to retiring in March 2013, Mr. Nix served as Chief Financial Officer for over 13 years and served in various other capacities with Genuine Parts before that time, including Senior Vice President—Finance. In addition to serving as a director of Genuine Parts, Mr. Nix serves on various civic andnon-profit boards, including Young Harris College, Cobb County Chamber of Commerce, Cobb-Marietta Coliseum and Exhibit Hall Authority, John and Mary Franklin Foundation and Boy Scouts of
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- 2018 Proxy Statement 19
PROPOSALS TO BE VOTED ON
Harris Pastides is the President of the University of South Carolina, a position he has held since August 2008. From 2003 to 2008, Dr. Pastides served as vice president for research and health sciences and dean of the Arnold School of Public Health and as executive director of the South Carolina Research Foundation. He joined the University of South Carolina in 1998 as dean of the School of Public Health and as a professor of epidemiology. Dr. Pastides played a key role in the establishment of Health Sciences South Carolina, a consortium of the state’s research universities and leading hospital systems, and an integral part in the development of Innovista, the university’s500-acre innovation and research district. Prior to joining the University of South Carolina, Dr. Pastides held various positions at the University of Massachusetts at Amherst for over 13 years, including professor of epidemiology and chairman of the department of biostatistics and epidemiology. In addition to serving on
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Joseph J. Prochaska, Jr. is the former Executive Vice President and Chief Accounting Officer of MetLife, Inc., a public insurance and financial services company, a position he held from 2005 until his retirement in 2009. From 2003 to 2005, he served as MetLife’s Senior Vice President and Chief Accounting Officer. From 1992 to 2003, Mr. Prochaska served in various executive leadership positions at Aon Corporation, including Senior Vice President and Controller, Executive Vice President and Chief Financial Officer of Aon Group, Inc. and President of Aon’s Financial Services Group. From 1975 to 1992, he served in various executive leadership positions at Shand, Morahan & Co., Inc. and Evanston Insurance Company, including Chief Financial Officer, Chairman and Chief Executive Officer. In addition, Mr. Prochaska’s background includes experience with a major accounting firm in Chicago, Illinois as a certified public accountant. He holds a bachelor’s degree in accounting from the University of Notre Dame. Mr. Prochaska currently serves on the board of several private companies and is a member of the audit committee for one of these companies. He has also received the designation of a Governance Fellow by the National Association of Corporate Directors. Mr. Prochaska’s extensive accounting experience in the financial services industry, his integral involvement in theday-to-day accounting and risk management practices of large global public companies and his compensation and insurance expertise provide our Board with a valuable resource.
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John L. Stallworth is a partner of Genesis II, a family investment and philanthropic partnership, and the Chairman of the John Stallworth Foundation, a private foundation created in 1980 to provide college scholarships to students attending college in the state of Alabama. From 1986 to 2006, Mr. Stallworth was the President and Chief Executive Officer of Madison Research Corporation, or MRC, a private company engaged in engineering services and technology support for the defense industry. Prior to its sale in 2006, MRC employed 650 employees, had annual sales of $75 million and operated in seven states, including Alabama, Florida, Georgia, South Carolina and Tennessee. Mr. Stallworth is also retired from professional football, having played for the Pittsburgh Steelers for fourteen seasons. In 2002, he was inducted into the Pro Football Hall of Fame. Since 2009, Mr. Stallworth has been a partial owner of the Pittsburgh Steelers. In addition to his work with the John Stallworth Foundation, Mr. Stallworth serves on a number of charitable and private boards, including the advisory board of Synovus’ Huntsville market. He has also been an instrumental leader in the development and revitalization efforts of Huntsville’s downtown. Mr. Stallworth’s background and considerable business experience, along with his leadership, economic development, civil and educational involvement, provide our Board with a valuable resource. | ||
Kessel D. Stelling is the Chairman of the Board, Chief Executive Officer and President of Synovus. He has been Chairman since January |
- 2018 Proxy Statement |
PROPOSALS TO BE VOTED ON
Melvin T. Stith is the Interim President of Norfolk State University and the Dean Emeritus of the Martin J. Whitman School of Management at Syracuse University,
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- 2017 Proxy Statement 19
PROPOSALS TO BE VOTED ON
Barry L. Storey is the Principal of BLS Holdings Group, LLC, an Augusta, Georgia-based company with the primary focus of managing a portfolio of retail real estate properties and various alternative assets. Prior to January 2015, he was the Founding Partner of Hull Storey Gibson Companies, LLC, a retail acquisition and development real estate company founded in 1992 that owned and operated over 13 million square feet of retail strip centers and enclosed mall properties in the Southeast. Prior to 1992, Mr. Storey worked as a project manager in the Mall Development Division for CBL & Associates Properties, Inc. and as a real estate leasing manager for NTS Development Corporation.
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Philip W. Tomlinson is the former Chairman of the Board and Chief Executive Officer of Total System Services, Inc., or TSYS, a publicly held global payments processing company. Prior to his retirement as Chief Executive Officer of TSYS in 2014 and his retirement as Chairman of the Board in 2015, Mr. Tomlinson served as Chairman of the Board and Chief Executive Officer of TSYS for eight years. From 1982 until 2006, Mr. Tomlinson served in various capacities with TSYS, including Chief Executive Officer and President. From TSYS’ incorporation in December 1982, Mr. Tomlinson played a key role in almost every major strategy that
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The Board of Directors unanimously recommends that you vote “FOR” each of the 1214 nominees.
- 2018 Proxy Statement 21
PROPOSALS TO BE VOTED ON
Proposal 2 | Approval of Advisory Vote on the Compensation of our Named Executive Officers as Determined by the Compensation Committee |
Synovus believes that our compensation policies and procedures for our named executive officers are competitive, are focused on pay for performance principles and are strongly aligned with the long-term interests of our shareholders. Synovus also believes that both we and our shareholders benefit from responsive corporate governance policies and constructive and consistent dialogue. Each year, as required by Section 14A of the Securities Exchange Act, we give you, as a shareholder, the opportunity to endorse the compensation for our named executive officers. The proposal described below, commonly known as a “Say on Pay” proposal, gives you the opportunity to approve or not approve, on an advisory basis, such compensation as described in this Proxy Statement.
In deciding how to vote on this proposal, the Board encourages you to read the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement and the tabular and narrative disclosure which follows it. In those sections, we discuss each element of compensation, including base salaries, short-term incentives, long-term incentives and retirement benefits. We also discuss our policies and other factors which affect the decisions of our Compensation Committee.
In many cases, we are required to disclose in the executive compensation tables accounting or othernon-cash estimates of future compensation. Because of this, we encourage you to read the footnotes and narratives which accompany each table in order to understand anynon-cash items.
We believe our executive compensation is aligned with shareholders because:
We believe that the compensation delivered to each named executive officer in 20162017 was fair and reasonable.
Unless the Board modifies its policy on the frequency of future “Say on Pay” advisory votes, the next “Say on Pay” vote will be held at the 20182019 annual meeting of shareholders. The next advisory vote on the frequency of “Say on Pay” proposals is scheduled to occur at the 2020 annual meeting of shareholders.
The Board of Directors unanimously recommends that you vote “FOR” the advisory vote on the compensation of the named executive officers as determined by the Compensation Committee.
- 2017 Proxy Statement 21
PROPOSALS TO BE VOTED ON
On April 26, 2010, our Board adopted a Shareholder Rights Plan (as amended as of September 6, 2011, the “Plan”) between the Company and American Stock Transfer & Trust Company, LLC (as successor to Mellon Investor Services LLC), as Rights Agent. The purpose of the Plan is to protect Synovus’ ability to use certain tax assets, such as net operating loss carryforwards, capital loss carryforwards, tax credit carryforwards and certainbuilt-in losses (collectively, the “Tax Benefits”), to offset future taxable income. Under the original terms of the Plan, the Rights (as defined below) were scheduled to expire on April 27, 2013 but after careful consideration and based on advice of external legal counsel and tax advisors, our Board concluded that it was in the best interests of Synovus and our shareholders to extend the Plan and, on April 24, 2013, the Board approved an amendment to the Plan (the “2013 Amendment”) to (1) extend the final expiration date from April 27, 2013 to April 28, 2016 and (2) update certain contact information under the Notices section of the Plan. Except for the foregoing changes, the 2013 Amendment resulted in no further changes to the Plan. Our shareholders ratified the 2013 Amendment at the 2014 annual shareholders’ meeting, with the 2013 Amendment receiving the support of over 93% of the votes cast.
Since that time and because of Synovus’ tax assets, with the advice of external legal counsel and tax advisers, our Board concluded that it was in the best interests of Synovus and our shareholders to again extend the Plan, and on April 20, 2016, the Board approved the third amendment to the Plan (the “2016 Amendment”) to extend the final expiration date from April 28, 2016 to April 29, 2019.The 2016 Amendment resulted in no further changes to the Plan. The 2016 Amendment is included asAppendix B to this Proxy Statement.
This proposal asks our shareholders to ratify the 2016 Amendment. Although shareholder ratification of the 2016 Amendment is not required by our bylaws or otherwise, we are submitting the 2016 Amendment to our shareholders for ratification to permit our shareholders to participate in this important corporate decision. If not ratified, our Board may reconsider the 2016 Amendment, although the Board will not be required to do so.
Background and Reasons for the Proposal
The Plan was adopted to protect Synovus’ tax assets. Through December 31, 2016, Synovus has Tax Benefits that could offset approximately $361 million of future federal taxable income and approximately $1.4 billion of future state taxable income. The future federal Tax Benefits expire between 2031 and 2036, and the future state Tax Benefits expire between 2025 and 2035. We can utilize the Tax Benefits in certain circumstances to offset taxable income and reduce our federal income tax liability. Synovus’ ability to use these Tax Benefits in the future may be significantly limited if we experience an “ownership change” as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). As further described below, the Plan is designed to prevent certain acquisitions of Synovus stock which could adversely affect Synovus’ ability to use these Tax Benefits.
An ownership change under Section 382 generally occurs when a change in the aggregate percentage ownership of the stock of the corporation held by “five percent shareholders” increases by more than fifty percentage points over a rolling three year period. A corporation experiencing an ownership change generally is subject to an annual limitation on its utilization ofpre-change losses and certain post-change recognizedbuilt-in losses equal to the value of the stock of the corporation immediately before the “ownership change,” multiplied by the long-termtax-exempt rate (subject to certain adjustments). An ownership change could occur, or the risk of an ownership change could be increased, if Synovus issues additional shares of its Common Stock, including shares issued in connection with an acquisition or business combination. If an ownership change under Section 382 occurred, the value of Synovus’ Tax Benefits could be impaired, and our ability to use these Tax Benefits could be adversely affected.
Transactions in Synovus stock during 2009 and 2010 increased the risk that Synovus could experience an ownership change in the future, including as a result of transactions that are not within Synovus’ control. Based upon these considerations, and advice of external counsel and legal advisors, our Board adopted the Plan in 2010 to reduce the likelihood that future transactions in our stock over a rolling three-year period will result in an ownership change.
During 2012 and early 2013, Synovus held extensive discussions regarding capital planning, including discussions regarding the amount of additional capital that might be required to permit Synovus to redeem its obligations under TARP and the potential impact of such actions on its Tax Benefits. Even though the rolling three-year period for the 2009 and 2010 stock issues had passed, Synovus still faced the risk that an ownership change could occur in the future if Synovus issued additional shares of Common Stock, including any shares issued in connection with the redemption of its TARP obligations and any shares issued in connection with any future acquisitions or business combinations. In light of these capital planning discussions, after considering the substantial size of the Tax Benefits as of March 31, 2013, and with the advice of external legal counsel and tax advisors, our Board concluded that it was in the best interests of Synovus and our shareholders to adopt the 2013 Amendment.
In 2016, Synovus again considered the substantial size of the remaining Tax Benefits as of December 31, 2015 and with the advice of external legal counsel and tax advisors, our Board determined that it was in the best interests of Synovus and our shareholders to adopt the 2016 Amendment, particularly in light of the needed flexibility to execute Synovus’ strategic plan and to pursue potential acquisitions or business combinations in the future.
In general terms, the Plan discourages (1) any person or group from becoming a beneficial owner of 5% or more of Synovus’ then outstanding Common Stock (a “5% Shareholder”) and (2) any existing 5% or greater shareholder from acquiring additional shares of Synovus’ stock. There is no guarantee, however, that the Plan will prevent Synovus from experiencing an ownership change.
Unlike traditional shareholder rights plans(so-called poison pills) which are designed and put in place to deter unsolicited takeovers bids, the Plan was not adopted as an anti-takeover measure. The Plan is designed solely to protect Synovus’ Tax Benefits by deterring actions that could increase the likelihood of a loss of Tax Benefits. The Plan differs in certain key respects from a traditional shareholder tax benefits preservation plan, including that
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PROPOSALS TO BE VOTED ON
the Plan does not apply to acquisitions of a majority of Synovus’ Common Stock made in connection with an offer to acquire 100% of Synovus’ Common Stock, and the Plan (as amended by the 2016 Plan Amendment) will expire in April 2019 whereas traditional shareholder rights plans generally have longer terms.
Description of the Plan
The following description of the Plan (as amended) is qualified in its entirety by reference to the text of the Plan, which has been filed with the SEC and is available on the SEC’s website (http://www.sec.gov). Please read the Plan in its entirety as the discussion below is only a summary.
The Rights. In connection with the adoption of the Plan on April 26, 2010, Synovus’ Board of Directors declared a dividend of one preferred stock purchase right (a “Right”) for each share of Common Stock outstanding of Synovus as of the close of business on April 29, 2010 (the “Tax Benefits Preservation Plan Record Date”). A Right will also be received with respect to each share of Common Stock issued after the Tax Benefits Preservation Plan Record Date. Each Right initially represents the right to purchase, for $12.00 (the “Purchase Price”), oneone-millionth of a share of Series B Participating Cumulative Preferred Stock, no par value share (the “Series B Preferred Stock”). Any Rights held by an Acquiring Person (as defined below) are void and may not be exercised. The Board may exempt any person or group from being deemed an Acquiring Person if it determines, in its sole discretion, that such person’s or group’s attainment of 5% Shareholder status has not jeopardized or endangered Synovus’ utilization of the Tax Benefits.
Exercisability. The Rights are not exercisable until the earlier to occur of (1) the 10th business day after public announcement that any person or group has become an Acquiring Person; and (2) the 10th business day after the date of the commencement of a tender or exchange offer by any person which would or could, if consummated, result in such person becoming an Acquiring Person, subject to extension by the Board prior to the expiration of the tender or exchange offer. The date that the Rights become exercisable is referred to as the “Distribution Date.” After any person has become an Acquiring Person, each Right (other than Rights treated as beneficially owned under certain U.S. tax rules by the Acquiring Person) will generally entitle the holder to purchase for the Purchase Price a number of shares of Series B Preferred Stock having a market value of twice the Purchase Price.
An “Acquiring Person” means generally any person or group that either becomes a beneficial owner of 5% or more of Synovus’ Common Stock then outstanding or a “5% shareholder” under the applicable U.S. tax regulations, other than: (1) the U.S. Government, its instrumentalities or agencies and certain of its wholly-owned entities; (2) Synovus and certain of its affiliates; (3) certain existing 5% Shareholders so long as such shareholder does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (4) any person or group that has become a 5% shareholder as a result of a redemption by Synovus so long as such person or group does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (5) no person or group that Synovus’ Board determines, in its sole discretion, has inadvertently become a 5% Shareholder so long as such person promptly divests (without exercising or retaining any power, including voting, with respect to such securities), sufficient shares of Synovus so that such person is no longer a 5% Shareholder; (6) any person or group that has become a 5% Shareholder if Synovus’ Board determines, in its sole discretion, that the attainment of such status has not jeopardized or endangered, and likely will not jeopardize or endanger, Synovus’ utilization of the Tax Benefits so long as such person or group does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (7) any person or group that acquires at least a majority of Synovus’ Common Stock in connection with an offer to acquire 100% of Synovus’ Common Stock then; and (8) any Strategic Investor (as defined in the Plan) so long as the applicable Strategic Investor does not increase its percentage stock of Synovus’ Common Stock.
Exchange. At any time on or after the date on which a public announcement is made that any person becomes an Acquiring Person, the Board may elect to exchange all or part of the Rights (other than Rights beneficially owned by the Acquiring Person and certain affiliated persons and their transferees) for oneone-millionth of a share of Series B Preferred Stock (or one share of Common Stock) per Right, subject to adjustment.
Redemption.The Board may, at its option, redeem all, but not fewer than all, of the then outstanding Rights at a redemption price of $0.000001 per Right (the “Redemption Price”) at any time prior to a Distribution Date. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price for each Right so held.
Expiration.The Rights will expire on the earlier of (a) April 29, 2019; (b) the time at which all Rights are redeemed or exchanged; (c) the first day of a taxable year of Synovus to which the Board determines that no Tax Benefits may be carried forward; and (d) a date prior to a Stock Acquisition Date (as defined in the Plan) on which the Board determines, in its sole discretion, that the Rights and the Plan are no longer in the best interests of Synovus and its shareholders. While the timeframe for exhaustion of Synovus’ Tax Benefits will depend on Synovus’ actual taxable income for future periods, Synovus management estimates that the Rights will expire prior to the date on which Synovus would be able to utilize all of its existing Tax Benefits under current tax regulations.
Voting;Shareholder Rights. Holders of Rights have no rights as a shareholder of Synovus, including the right to vote or to receive dividends.
Antidilution Provisions.The Plan includes antidilution provisions designed to maintain the effectiveness of the Rights.
Amendments. At any time prior to a Distribution Date, the Plan may be amended in any respect unilaterally by Synovus. At any time after the occurrence of a Distribution Date, the Plan may be amended unilaterally by Synovus in any respect that does not adversely affect Rights holders (other than any Acquiring Person), (b) cause the Plan again to become amendable other than in accordance with this sentence or (c) cause the Rights again to become redeemable.
The Board of Directors unanimously recommends that you vote “FOR” ratification of the amendment to the 2010 Tax Benefits Preservation Plan to extend the Plan.
- 2017 Proxy Statement 23
PROPOSALS TO BE VOTED ON
Proposal | Ratification of Appointment of the Independent Auditor |
The Audit Committee has appointed the firm of KPMG LLP as the independent auditor to audit the consolidated financial statements of Synovus and its subsidiaries for the fiscal year ending December 31, 20172018 and Synovus’ internal control over financial reporting as of December 31, 2017.2018. KPMG has been appointed continuously since 1975. Although shareholder ratification of the appointment of Synovus’ independent auditor is not required by our bylaws or otherwise, we are submitting the selection of KPMG to our shareholders for ratification to permit shareholders to participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent auditor for Synovus.
The Audit Committee annually reviews KPMG’s independence and performance in connection with the determination to retain KPMG. In conducting its review this year, the Audit Committee considered, among other things:
Based on the results of its review this year, the Audit Committee concluded that KPMG is independent and that it is in the best interests of Synovus and its shareholders to appoint KPMG LLP to serve as Synovus’ independent auditor for 2017.2018.
Synovus’ Audit Committee oversees the process for, and ultimately approves, the selection of the independent auditor’s lead engagement partner at the five-year mandatory rotation period. At the Audit Committee’s instruction, KPMG selects candidates to be considered for the lead engagement partner role, who are then interviewed by members of Synovus’ senior management. After discussing the results of senior management’s interviews, the members of the Audit Committee, as a group, interview the candidates. The Audit Committee then considers the appointment and votes on the selection.
Representatives of KPMG will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders present at the meeting.
The Board of Directors unanimously recommends that you vote “FOR” ratification of the appointment of KPMG LLP as the independent auditor for the year 2017.2018.
- 2018 Proxy Statement 23
The following table sets forth the name, age and position of each executive officer of Synovus as of the date of this Proxy Statement.
Name | Age | Position with Synovus | ||||
Kessel D. Stelling(1) | Chairman of the Board, Chief Executive Officer and President | |||||
D. Wayne Akins, Jr.(2) | Executive Vice President and Chief Retail Banking Officer | |||||
Kevin S. Blair (3) | Executive Vice President and Chief Financial Officer | |||||
Roy Dallis Copeland, Jr.(4) | Executive Vice President and Chief Community Banking Officer | |||||
Allen J. Gula, Jr.(5) | Executive Vice President and Chief Operations Officer | |||||
Mark G. Holladay(6) | Executive Vice President and Chief Risk Officer | |||||
Kevin J. Howard(7) | Executive Vice President and Chief Credit Officer | |||||
Allan E. Kamensky(8) | Executive Vice President, General Counsel and Secretary | |||||
Liliana C. McDaniel(9) | Chief Accounting Officer | |||||
Curtis J. Perry(10) | Executive Vice President and Chief Corporate Banking Officer | |||||
J. Barton Singleton(11) | Executive Vice President and President, Financial Management Services | |||||
Elizabeth D. Wolverton(12) | 44 | Executive Vice President and Chief Strategy and Customer Experience Officer |
(1) | As Mr. Stelling is a director of Synovus, relevant information pertaining to his positions with Synovus is set forth under the caption “Nominees for Election as Director” beginning on page 16 of this Proxy Statement. |
(2) | D. Wayne Akins, Jr. was elected as Executive Vice President and Chief Retail Banking Officer in July 2014. Prior to July and since 2012, Mr. Akins served as Chief Community Banking Officer. For |
(3) | Kevin S. Blair was elected as Executive Vice President and Chief Financial Officer in July 2016, effective August 17, 2016. Prior to that time, Mr. Blair served as Treasurer for SunTrust Bank. Prior to becoming corporate treasurer in 2015 at SunTrust and for 18 years, Mr. Blair served in various capacities with SunTrust, including director of SunTrust’s commercial specialty segment, chairman and chief executive officer of SunTrust’s Georgia/North Florida region, and in leadership roles in such areas as corporate strategy, line management, strategic finance and credit risk management. |
(4) | Roy Dallis Copeland, Jr. was elected as Executive Vice President in January 2010 and Chief Community Banking Officer in July 2014. From January 2011 to July 2014, he served as Executive Vice President and Chief Banking Officer. Prior to that time and since September 2008, he served as Senior Vice President and Chief Commercial Officer of Synovus and before that, Mr. Copeland served as President and Chief Executive Officer of Citizens First Bank, one of our former banking divisions. Mr. Copeland also has led various banking departments in retail and commercial banking at Columbus Bank and Trust Company, or CB&T, one of our former banking divisions, where he began his career in 1992. |
(5) | Allen J. Gula, Jr. was elected Executive Vice President and Chief Operations Officer of Synovus in July 2011. Prior to joining Synovus and since 2003, Mr. Gula was an independent consultant and investor, consulting with private equity and venture capital firms on potential acquisitions and investments and serving on various corporate boards. From 2006 to 2007, he also served as the Executive Vice President, Business and Technology Operations at Greater Bay Bancorp, a public bank holding company acquired by Wells Fargo, and from 1999 to 2006, he served in various capacities at Franklin Resources, Inc., an investment management organization, including as the Advisor to the Chief Executive Officer,Co-President and the Chief Information Officer. Mr. Gula began his financial services career with KeyCorp and held various leadership positions during his 17 years there, including Executive Vice President and Chairman and Chief Executive Officer of Key Services Corporation. |
(6) | Mark G. Holladay was elected Executive Vice President and Chief Risk Officer of Synovus in October 2008. From 2000 to 2008, Mr. Holladay served as Executive Vice President and Chief Credit Officer of Synovus. From 1974 until 2000, Mr. Holladay served in various capacities with CB&T, including Executive Vice President. |
(7) | Kevin J. Howard was elected as Executive Vice President in March 2010 and Chief Credit Officer in September 2008. Mr. Howard served as Senior Vice President and Credit Manager of Synovus from 2004 until September 2008 and as Senior Vice President of commercial real estate, correspondent and affiliate lending from 2000 until 2004. Mr. Howard joined CB&T as Vice President in 1993. |
(8) | Allan E. Kamensky was elected as Executive Vice President, General Counsel and Secretary in January 2014, effective February 10, 2014. Prior to that time, Mr. Kamensky was a partner in the law firm of Page, Scrantom, Sprouse, Tucker & Ford, P.C., or PSSTF, in Columbus, Georgia, where his practice focused on banking, lending and real estate law, commercial transactions, workouts, loan sales, banking litigation, bank regulatory matters and zoning. He practiced law at PSSTF for approximately 16 years. |
(9) | Liliana C. McDaniel was elected as Chief Accounting Officer in July 2006. From 2001 until 2006, Ms. McDaniel was the Senior Vice President, Director of Financial Reporting at Synovus. From 1998 to 2001, she served as Synovus’ Vice President, Financial Reporting Manager. |
(10) | Curtis J. Perry was elected as Executive Vice President and Chief Corporate Banking Officer in July 2014. Prior to that time and since July 2010, Mr. Perry served as the Chief Commercial Officer of Synovus. From 2006 until July 2010, Mr. Perry was an Executive Vice President at First Commercial Bank, one of our former banking divisions. Prior to joining Synovus in 2006, Mr. Perry served in executive leadership at Wachovia Bank and SouthTrust Corporation. |
(11) | J. Barton Singleton was elected as Executive Vice President and President, Synovus Financial Management Services in December 2007. Mr. Singleton joined Synovus in August 2005 and since that time, he has served in various capacities, including Senior Vice President and Manager of the investment banking and institutional brokerage groups. He was named President of Synovus Securities in February 2006. Prior to joining Synovus, Mr. Singleton spent 16 years at SouthTrust Securities. |
(12) | Elizabeth D. Wolverton was elected as Executive Vice President and Chief Strategy and Customer Experience Officer in January 2018. Prior to that time and since 2014, Ms. Wolverton served as Chief Strategy Officer of Synovus. From 2004 to 2014, Ms. Wolverton served in various other leadership positions at Synovus, including in community banking and finance. |
- 2017
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STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
The following table sets forth ownership of shares of Synovus common stock by each director, each director nominee, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group as of December 31, 2016.2017.
Name | Shares of Common Stock Beneficially Owned(1) | Percentage of Outstanding Shares of Common Stock Beneficially Owned | Restricted Stock Units(2) | Total(2) | Shares of Common Stock Beneficially Owned(1) | Percentage of Outstanding Shares of Common Stock Beneficially Owned | Restricted Stock Units(2) | Total(2) | ||||||||||||||||||||||||
Catherine A. Allen | 10,707 | (3) | * | 5,585 | 16,292 | 12,841 | (3) | * | 5,622 | 18,463 | ||||||||||||||||||||||
Tim E. Bentsen | 4,967 | * | 5,585 | 10,552 | 7,355 | (4) | * | 5,622 | 12,977 | |||||||||||||||||||||||
Kevin S. Blair | — | * | 10,422 | 10,422 | 6,325 | * | 27,276 | 33,601 | ||||||||||||||||||||||||
F. Dixon Brooke, Jr. | 57,830 | (4) | * | — | 57,830 | 58,423 | (5) | * | 1,782 | 60,215 | ||||||||||||||||||||||
Stephen T. Butler | 907,540 | (5) | * | 5,585 | 913,125 | 945,905 | (6) | * | 5,622 | 951,527 | ||||||||||||||||||||||
Elizabeth W. Camp | 20,847 | * | 5,585 | 26,432 | 23,077 | * | 5,622 | 28,699 | ||||||||||||||||||||||||
T. Michael Goodrich | 100,638 | (6) | * | 5,585 | 106,223 | |||||||||||||||||||||||||||
Allen J. Gula, Jr. | 50,343 | * | 25,600 | 75,943 | 53,321 | * | 20,964 | 74,285 | ||||||||||||||||||||||||
Mark G. Holladay | 50,937 | * | 15,930 | 66,867 | ||||||||||||||||||||||||||||
Allan E. Kamensky | 45,317 | (7) | * | 15,930 | 61,247 | 51,185 | (7) | * | 13,045 | 64,230 | ||||||||||||||||||||||
Diana M. Murphy | 2,704 | * | — | 2,704 | ||||||||||||||||||||||||||||
Jerry W. Nix | 5,252 | * | 5,585 | 10,837 | 7,063 | * | 5,622 | 12,685 | ||||||||||||||||||||||||
Harris Pastides | 4,189 | * | 5,585 | 9,774 | 6,594 | * | 5,622 | 12,216 | ||||||||||||||||||||||||
Thomas J. Prescott | 70,293 | (8) | * | 10,974 | 81,267 | |||||||||||||||||||||||||||
Joseph J. Prochaska, Jr. | 11,128 | (9) | * | 5,585 | 16,713 | 11,364 | (8) | * | 5,622 | 16,986 | ||||||||||||||||||||||
J. Barton Singleton | 54,718 | * | 13,045 | 67,763 | ||||||||||||||||||||||||||||
John L. Stallworth | 603 | * | — | 603 | ||||||||||||||||||||||||||||
Kessel D. Stelling | 211,853 | (10) | * | 101,181 | 313,034 | 249,939 | (9) | * | 98,012 | 347,951 | ||||||||||||||||||||||
Melvin T. Stith | 9,796 | (11) | * | 5,585 | 15,381 | 11,608 | (10) | * | 5,622 | 17,230 | ||||||||||||||||||||||
Barry L. Storey | 28,865 | (12) | * | 5,585 | 34,450 | 30,704 | (11) | * | 5,622 | 36,326 | ||||||||||||||||||||||
Philip W. Tomlinson | 20,344 | (13) | * | 5,585 | 25,929 | 21,580 | * | 5,622 | 27,202 | |||||||||||||||||||||||
Directors and Executive Officers as a Group (24 persons) | 1,858,813 | 1.5% | 324,885 | 2,183,698 | ||||||||||||||||||||||||||||
Directors and Executive Officers as a Group (25 persons) | 1,816,978 | 1.5% | 300,994 | 2,117,972 |
* | Less than one percent of the outstanding shares of Synovus stock. |
(1) | Beneficial ownership is determined under the rules and regulations of the SEC, which provide that a person is deemed to beneficially own all shares of common stock that such person has the right to acquire within 60 days. Share numbers in this column include restricted stock units that will vest within 60 days of December 31, |
Name | Number of RSUs vesting within 60 days | |||
Kevin S. Blair | 4,044 | |||
Allen J. Gula, Jr. | ||||
Allan E. Kamensky | ||||
Kessel D. Stelling |
In addition, the executive officers other than our executive officers named in the Summary Compensation Table had rights to acquire an aggregate of |
This column includes shares held by spouses, minor children, Individual Retirement Accounts (IRAs) and trusts as to which each such person has beneficial ownership. With respect to directors, this column also includes shares allocated to such director’s individual accounts under the Synovus 2011 Director Stock Purchase Plan; with respect to executive officers, this column includes shares allocated to such person’s individual accounts under the Synovus 2011 Employee Stock Purchase Plan, Synovus’ 401(k) savings plan and IRAs. |
None of the shares of Synovus stock held by these other executive officers were pledged or otherwise held in a margin account. |
(2) | While shares held in the “Restricted Stock Units” column do not represent a right of the holder to receive our common stock within 60 days, these amounts are being disclosed because we believe they further our goal of aligning directors and |
(3) | In addition, Ms. Allen beneficially owns 1,600 shares of Synovus’ Fixed-to- Floating RateNon-Cumulative Perpetual Preferred Stock, Series C, or Preferred Stock. |
(4) | Includes 2,709 shares held in an IRA account. |
(5) | Includes 7,668 shares held by his spouse. |
Includes 56,857 shares held in a family partnership in which |
- 2018 Proxy Statement 25
STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
(7) | Includes 5,753 shares held by his spouse and |
(8) |
Includes 4,300 shares held in an IRA account. In addition, Mr. Prochaska beneficially owns 1,000 shares of Preferred Stock. |
Includes |
Includes |
Includes 14,285 shares held in a family trust in which Mr. Storey has shared investment and voting powers. In addition, Mr. Storey beneficially owns 10,000 shares of Preferred Stock. |
Pursuant to Synovus’ Articles of Incorporation and bylaws, certain shares of Synovus common stock are entitled to ten votes per share, including shares which (1) have been beneficially owned continuously by the same shareholder since February 22, 2014; (2) have been held by the same beneficial owner to whom the shares were issued as a result of an acquisition of a company or business by Synovus where the resolutions adopted by Synovus’ Board of Directors approving the acquisition specifically grant ten votes per share to such shares; (3) have been acquired under any employee, officer and/or director benefit plan maintained for one or more employees, officers and/or directors of Synovus and/or its subsidiaries and have been held by the same owner for whom it was acquired under any such plan; (4) have been acquired by reason of participation in a dividend reinvestment plan offered by Synovus and have been held by the same owner for whom the shares were acquired under any such plan; or (5) have been owned by a holder who, in addition to certain other shares, is the owner of less than 162,723 shares of Synovus common stock. Applying these standards, we believe that all of the shares of Synovus common stock set forth in the table above are entitled to ten votes per share.
Based upon the total voting power certified at Synovus’ 2017 Annual Meeting of Shareholders, (1) the voting power of each of the directors and named executive officers, other than Messrs. Butler and Stelling, would represent less than 1% of the total voting power, (2) Mr. Butler’s beneficial ownership would represent approximately 4.6% of the total voting power, 3.1% of which is disclaimed by Mr. Butler, (3) Mr. Stelling’s beneficial ownership would represent approximately 1.2% of the total voting power, and (4) directors and executive officers as a group would represent approximately 8.8% of the total voting power, 3.1% of which is disclaimed by Mr. Butler.
The total voting power represented by the common shares owned by directors, named executive officers and directors and executive officers as a group may be determined only at the time of a shareholder meeting due to the need to obtain certifications as to beneficial ownership of common shares held in “street” or “nominee” name.
The following table sets forth the number of shares of Synovus common stock held by the only known holders of more than 5% of the outstanding shares of Synovus common stock as of December 31, 2016.2017.
Name and Address of Beneficial Owner | Shares of Synovus Stock Beneficially Owned as of 12/31/ | Percentage of of Synovus Stock Beneficially Owned as of 12/31/ | ||||||
| ||||||||
BlackRock, Inc. 40 East 52nd Street New York, NY 10022 | (2) | 9.0% | ||||||
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvem, Pennsylvania 19355 | 10,529,573 | (3) |
(1) | The ownership percentages set forth in this column are based |
(2) | This information is based upon information included in a Schedule 13G filed with the SEC on |
(3) | This information is based upon information included in a Schedule 13G filed with the SEC on |
26 |
The Audit Committee of the Board of Directors is comprised of four directors, each of whom the Board has determined to be an independent director as defined by the listing standards of the NYSE and the categorical standards of independence set by the Board. The duties of the Audit Committee are summarized in this Proxy Statement under “Corporate Governance and Board Matters — Committees of the Board” beginning on page 8 and are more fully described in the Audit Committee charter adopted by the Board of Directors. A copy of the Audit Committee charter is available in the Corporate Governance section of our website at investor.synovus.com.
One of the Audit Committee’s primary responsibilities is to assist the Board in its oversight responsibility regarding the integrity of Synovus’ financial statements and systems of internal controls. Management is responsible for Synovus’ accounting and financial reporting processes, the establishment and effectiveness of internal controls and the preparation and integrity of Synovus’ consolidated financial statements. KPMG LLP, Synovus’ independent auditor, is responsible for performing an independent audit of Synovus’ consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing opinions on whether those financial statements are presented fairly in conformity with accounting principles generally accepted in the United States and on the effectiveness of Synovus’ internal control over financial reporting. The Audit Committee is directly responsible for the compensation, appointment and oversight of KPMG LLP. The function of the Audit Committee is not to duplicate the activities of management or the independent auditor, but to monitor and oversee Synovus’ financial reporting process.
In discharging its responsibilities regarding the financial reporting process, the Audit Committee:
• | Discussed with KPMG LLP the matters required to be discussed by PCAOB Auditing Standard No. 1301,Communications with Audit Committees; |
The Audit Committee has discussed with Synovus’ internal auditors and KPMG LLP the overall scope and plans for their respective audits. The Audit Committee regularly meets with Synovus’ internal auditors and KPMG, with and without management present, to discuss the results of their examinations and their observations and recommendations regarding Synovus’ internal controls.
Based upon the review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in Synovus’ Annual Report on Form10-K for the year ended December 31, 20162017 filed with the Securities and Exchange Commission.
The Audit Committee
Tim E. Bentsen, Chair
Elizabeth W. CampF. Dixon Brooke, Jr.
Jerry W. Nix
Joseph J. Prochaska, Jr.
KPMG LLP Fees and Services
The following table presents fees for professional audit services rendered by KPMG LLP for the audit of Synovus’ annual consolidated financial statements for the years ended December 31, 20162017 and December 31, 20152016 and fees billed for other services rendered by KPMG during those periods.
2016 | �� | 2015 | ||||||
Audit Fees(1) | $ | 2,557,040 | $ | 2,949,555 | ||||
Audit Related Fees(2) | 267,079 | 260,403 | ||||||
Tax Fees(3) | 188,856 | 269,074 | ||||||
All Other Fees(4) | 77,000 | — | ||||||
TOTAL | $ | 3,089,975 | $ | 3,479,032 |
2017 | 2016 | |||||||
Audit Fees(1) | $ | 2,898,185 | $ | 2,557,040 | ||||
Audit Related Fees(2) | 270,000 | 267,079 | ||||||
Tax Fees(3) | 301,726 | 188,856 | ||||||
All Other Fees(4) | — | 77,000 | ||||||
|
|
|
| |||||
$ | 3,469,911 | $ | 3,089,975 |
- 2018 Proxy Statement 27
AUDIT COMMITTEE REPORT
(1) | Audit fees consisted of fees for professional services provided in connection with the audits of Synovus’ consolidated financial statements and internal control over financial reporting, reviews of quarterly financial statements, issuance of comfort letters and other SEC filing matters, and audit or attestation services provided in connection with other statutory or regulatory filings. |
(2) | Audit related fees consisted principally of fees for assurance, attestation and related services that are reasonably related to the performance of the audit or review of Synovus’ financial statements and are not reported above under the caption “Audit Fees.” |
(3) | Tax fees consisted of fees for tax consulting and compliance, tax advice and tax planning services. |
(4) | All other fees for 2016 consisted principally of fees for advisory services related to information technology project management. |
Policy on Audit CommitteePre-Approval
The Audit Committee has the responsibility for appointing, setting the compensation for and overseeing the work of Synovus’ independent auditor. In recognition of this responsibility, the Audit Committee has established a policy topre-approve all audit and permissiblenon-audit services provided by the independent auditor in order to assure that the provision of these services does not impair the independent auditor’s independence. Synovus’ Audit CommitteePre-Approval Policy addresses services included within the four categories of audit and permissiblenon-audit services, which include Audit Services, Audit Related Services, Tax Services and All Other Services.
The Audit Committee uses a combination of two approaches topre-approve audit and permittednon-audit services performed by the independent auditor: classpre-approval and specificpre-approval.pre-approval.Class pre-approval Theis reserved for certain limited audit, audit-related and tax services, as approved by the Audit Committee each year. All other services performed by the independent auditor must be specificallypre-approved by the Audit Committee. For instance, the annual audit services engagement terms and fees are subject to the specificpre-approval of the Audit Committee. In addition, the Audit Committee must specifically approve permissiblenon-audit services classified as All Other Services.
Prior to engagement, management submits to the Committee for approval a detailed list of the Audit Services, Audit Related Services and Tax Services that it recommends the Committee engage the independent auditor to provide for the fiscal year. Each service is allocated to the appropriate category and where specificpre-approval is required, the specific service is accompanied by a budget estimating the cost of that service. The Committee will, if appropriate, approve both the list of Audit Services, Audit Related Services and Tax Services, the classification of the service and where specificpre-approval is required, the budget for such services.
The Committee is informed at each Committee meeting as to the services actually provided by the independent auditor pursuant to thePre-Approval Policy. Any proposed service that is not separately listed in thePre-Approval Policy or any service exceeding thepre-approved fee levels must be specificallypre-approved by the Committee. The Audit Committee has delegatedpre-approval authority (on engagements not exceeding $100,000) to the Chairman of the Audit Committee. The Chairman must report anypre-approval decisions made by him to the Committee at its next scheduled meeting.
All of the services described in the table above under the captions “Audit Fees,” “Audit Related Fees,” “Tax Fees” and “All Other Fees” were approved by the Committee pursuant to legal requirements and the Committee’s Charter andPre-Approval Policy.
28 |
Compensation Discussion and Analysis
CD&A Overview
The following Compensation Discussion and Analysis, or CD&A, describes our compensation program for our named executive officers, who are listed in the table below:
Name | Title | |
Kessel D. Stelling | Chairman of the Board, Chief Executive Officer and President | |
Kevin S. Blair | ||
Allen J. Gula, Jr. | Executive Vice President and Chief Operations Officer | |
Allan E. Kamensky | Executive Vice President, General Counsel and Secretary | |
Executive Vice President and |
Specifically, the CD&A addresses:
For additional information about the Compensation Committee and its charter, its processes and procedures for administering executive compensation, the role of compensation consultants and other governance information, please see “Corporate Governance and Board Matters —CommitteesMatters—Committees of the Board—Compensation Committee” on page 9 of this Proxy Statement.
WHAT WE DO | ||
✓ | Pay for Performance—See page 32 | |
✓ | Mitigate Risk in Incentive Programs—See page 39 | |
✓ | Require Share Ownership and Retention of Shares until Retirement—See page 38 | |
✓ | Review Tally Sheets—See page 39 | |
✓ | Provide Reasonable “Double Trigger” Change in Control Provisions—See page 37 | |
✓ | Retain an Independent Compensation Consultant—See page 39 | |
✓ | Maintain Clawback Policy—See page 38 |
WHAT WE DON’T DO | ||
× | No Employment Contracts—See page 37 | |
× | No Option Repricing—See page 39 | |
× | No Hedging of Synovus Equity Securities by Executive Officers and Directors—See page 38 | |
× | No Pledging of Synovus Equity Securities by Executive Officers and Directors—See page 38 |
- 2018 Proxy Statement 29
EXECUTIVE COMPENSATION
Executive Summary
Synovus’ 2016Synovus 2017 Performance
Our 2017 financial results reflect anotherwere in line with our 2017 guidance and overarching objectives. Our continued focus on sustainable growth, enhanced profitability and greater efficiency led to broad-based improvement. This improvement was evident for the year through our performance in several key financial measurements—earnings per share growth, return on average assets, return on average common equity and the efficiency ratio, with each measurement exhibiting notable progress. Moreover, during 2017, we achieved our previously established long-term targets of strong performance.
Synovus 2016 Financial Performance
Our key achievements in 2016 include the following:a 10+% earnings per share growth, 1.0+% adjusted return on average assets, 10.0+% adjusted return on average common equity and a sub 60% efficiency ratio.
• | Earnings growth—Net income available to common shareholders |
• | Revenue |
• | Profitability—Return on average assets was 0.89% in 2017 compared to 0.84% in 2016. Adjusted return on average assets* increased to 1.04% in 2017, compared to 0.88% in 2016, resulting in the achievement of one of our long-term targets of 1.0+% return on average assets. |
• | Efficiency—Non-interest expense was $821.3 million in 2017, up 8.7% from 2016. Adjustednon-interest |
• | Loan portfolio growth and diversification— |
• | Deposit growth—Total average deposits |
• |
• |
Our capital |
*For a reconciliation of the foregoingnon-GAAP financial measures, including adjusted net income per diluted common share, adjusted total revenues, adjustednon-interest income, adjusted return on average assets, adjustednon-interest expense, adjusted efficiency ratio, average core transaction deposit accounts, adjustednet-charge off ratio, adjusted return on average common equity, return on average tangible common equity, adjusted return on average tangible common equity, and tangible book value per common share, please refer toAppendix B of this Proxy Statement.
For additional information relating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2017, 2016 2015 and 2014,2015, please refer to our 20162017 Annual Report that accompanies this Proxy Statement.
*For a reconciliation of the foregoingnon-GAAP financial measures, including average core transaction deposit accounts, adjustednon-interest expense and adjusted efficiency ratio, please refer toAppendix C of this Proxy Statement.
20162017 Compensation
The compensation of executives in 20162017 reflects Synovus’ performance and our executive compensation program which reflects our pay for performance philosophy.
30 | - 2018 Proxy Statement |
EXECUTIVE COMPENSATION
Total Direct Compensation Pay Mix
CEO TARGET TOTAL DIRECT COMPENSATION | OTHER NEOs TARGET TOTAL DIRECT COMPENSATION |
- 2017 Proxy Statement 31
EXECUTIVE COMPENSATION
Base Salaries
Short-Term Incentives
Form of Award | Payout Formula Measures | Qualitative Adjustment Factors | Payout Range | |||
Cash | Core Earnings
| Quality of Earnings, Quality of Loan Growth (including consideration of concentration limits), Quality of Deposit Growth, Expense Management, | 0% to 150% of Target |
Long-Term Incentives
Form of Award | Vesting | Payout Formula Measures | Payout Range | |||
Performance Stock Units (50% of award value) | 100% after 3 years | Weighted Return on Average Assets (as adjusted) (possible downward discretionary adjustment based upon risk considerations—see | 0% to 150% of Award Amount | |||
Market Restricted Stock Units (50% of award value) | 1/3 per year over 3 years (33 1/3% per year) | Total Shareholder Return (possible downward discretionary adjustment based upon risk considerations—see page | 75% to 125% of Award Amount |
We believe that the compensation delivered to each named executive officer in 20162017 was fair and reasonable.
- 2018 Proxy Statement 31
EXECUTIVE COMPENSATION
Results of 20152016 Advisory Vote to Approve Executive Compensation
At the 20162017 annual meeting of shareholders, we held an advisory vote on executive compensation for 2015.2016. Over 96% of the votes cast were in favor of this advisory proposal. The Compensation Committee considered this favorable outcome and believed the results conveyed our shareholders’ support of our executive compensation programs and did not make any specific changes to our executive compensation programs as a result of this vote. At the Annual Meeting, we will again hold an annual advisory vote to approve executive compensation paid in 2016.2017. The Compensation Committee will continue to consider the results from this year’s and future advisory votes on executive compensation.
EXECUTIVE COMPENSATION
Compensation Philosophy and Key Considerations
Synovus has established a compensation program for our executives that is performance-oriented and designed to support our strategic goals. Our compensation philosophy, as well as how our program aligns with the philosophy, is described in the table below.
Compensation Philosophy and Key Considerations | How Our Program Aligns with Our Philosophy | |
Competitive Program: •Compensation plans are designed to allow us to compete in the markets in which we seek executive talent.
•Competitive pay opportunities facilitate recruitment, retention and motivation of top level executive talent. | •Target pay opportunities are assessed relative to the median of market pay practices. | |
Emphasis on Performance: •A significant portion of total compensation should be at risk based on short and long-term performance.
•Pay outcomes vary based on performance: average pay for average performance, above average pay for above average performance and below average pay for lower performance.
•Compensation generally should be earned by executives while actively employed. | •A majority of compensation is at risk based on performance.
•Payouts from the annual incentive plan vary based on results versus our annual financial and strategic objectives.
•Long-term incentives are provided entirely through equity awards, and the ultimate value delivered will vary based on financial results and shareholder return. | |
Support Strategic Goals: Compensation plans are designed to support corporate strategic goals and drive the creation of shareholder value. | •Annual incentive plan aligns with strategic goals of earnings performance
•Long-term incentives also reward shareholder value creation by providing all awards in equity and varying payouts of MRSUs based on shareholder return. | |
Alignment with Long-Term Shareholders: Executives should have meaningful equity stakes that focus them on creating long-term shareholder value. | •Over half of incentives are awarded through equity awards vesting over multiple years.
•Stock ownership guidelines as well as requirement to retain 50% of net shares until retirement ensure strong and increasing alignment with shareholders.
•Corporate governance guidelines prohibit hedges and pledges of our stock by directors and executive officers. | |
Discourage Excessive Risk-Taking: Plans should ensure executives are not incentivized to take unnecessary or excessive risks that threaten the value of Synovus. | •The Compensation Committee meets annually with the Chief Risk Officer to discuss a risk assessment of our plans.
•Both the annual and long-term incentive plans have specific methods for evaluating risk performance and adjusting payouts if necessary. |
32 |
EXECUTIVE COMPENSATION
Elements and Mix of Compensation for Past Fiscal Year
Synovus has a performance-oriented executive compensation program that is designed to support our corporate strategic goals, including growth in earnings and growth in shareholder value. The elements of our regular total compensation program and the objectives of each element are identified in the following table and discussed in more detail below:
Compensation Element | Objective | Key Features | ||
Base Pay | Compensate an executive for performing his or her job on a daily basis. | Fixed cash salary generally targeted within a range of the median (50th percentile) of identified list of peer companies (companies with similar size and scope of banking operations) for similar positions. In establishing salaries, the Committee also considers each executive’s performance, experience and responsibilities as well as internal equity considerations. | ||
Short-Term Incentives | •Provide an incentive for executives to meet critical annual goals that support our long-term strategy.
•Promote pay for performance.
•Ensure a competitive program given the marketplace prevalence of short-term incentive compensation. | The formulaic performance goals under our cash-based annual incentive plan for | ||
Long-Term Incentives | •Provide an incentive for our executives to provide exceptional shareholder return to Synovus’ shareholders by tying a significant portion of their compensation opportunity to growth in shareholder value.
•Align the interests of executives with shareholders by awarding executives equity in Synovus.
•Ensure a competitive compensation program given the market prevalence of long-term incentive compensation.
•Include a vesting schedule designed to retain our executives. | We granted PSUs and MRSUs in | ||
Perquisites | •Small component of pay intended to provide an economic benefit to executives to promote their
•Align our compensation plan with competitive practices. | Perquisites in | ||
Retirement Plans | Defined contribution plans designed to provide income following an executive’s retirement, combined with a deferred compensation plan to replace benefits lost under Synovus’ qualified plans. | Plans offered include a | ||
Change of Control Agreements | Provide orderly transition and continuity of management following a change of control of Synovus. | Upon “double trigger” (change of control followed by qualifying termination within |
Base Pay2017 CEO Compensation Changes
To ensure that base salaries are competitive,In 2016 and early 2017, the Committee evaluated the CEO’s compensation relative to his performance, the Company’s performance and compensation levels of peers CEOs. In evaluating the Company’s performance, the Committee considered Synovus’ pay philosophy targets base pay within a range of the median (the 50th percentile) of market data (derived from Peer Company and external market survey data), based on similarly situated positions and each executive’s position and job responsibilities.top quartile shareholder returns relative to peers.
The Committee views market datadiscussed potential changes to Mr. Stelling’s compensation based on the following objectives:
- 2018 Proxy Statement 33
EXECUTIVE COMPENSATION
Based on its review, the Committee determined to increase Mr. Stelling’s target compensation opportunity in February 2017. Specifically, the Committee increased his base salary from $995,000 to $1,125,000, established his award bonus target at 125%, and granted him 30,041 PSUs and 30,041 MRSUs. For additional information, see “Short-Term Incentive Decisions in 2017” below for details regarding the base salariesCEO’s 2017 annual incentive payout and “Long-Term Incentive Decision in 2017” below for details regarding the PSUs and MRSUs. The changes positioned the CEO’s total target compensation between the 50th and 75th percentile of other Synovus executives may also be a factor in establishing base salaries, especially with respectthe Company’s peers.
The graph below provides Synovus’ shareholder return relative to positions for which there is no clear market matchpeers since the beginning of 2014 and the CEO’s compensation, as calculated in the comparative data.Summary Compensation Table (SCT), over the same time period.
EXECUTIVE COMPENSATION
Base Pay Decisions in 20162017
After reviewing market comparisons for similarly-situated positions in 2016,In addition to the Committee awarded a 1.6% base salary increase for Mr. Stelling and 3%described above, the Compensation Committee awarded 2% base salary increases (rounded up to the nearest $250) for Synovus’ other named executive officers, (except for Messrs. Blair and Prescott), effective July 20, 2016. Mr. Blair did not receive a base salary increase in 2016 because he was named as Executive Vice President and Chief Financial Officer in August of 2016. Mr. Blair’s initial base salary was determined by the Committee after reviewing market comparisons for his position. Mr. Prescott did not receive a base salary increase in 2016 because he had previously announced his upcoming retirement.19, 2017. While the Committee reviewed market comparisons and recognized that some cash salaries were below the market median, base salary increases were generally limited to 3%2% to remain consistent with the base salary percentage increases received by other team members at Synovus. As a result, individual performance was not a factor used in determining base pay for Synovus’ named executive officers in 2016.
Short-Term Incentives
Our executive compensation includes cash-based award incentive compensation earned based on annual performance. We provide short-term incentive compensation opportunities in order to provide an incentive for our executives to meet critical award goals that support our long-term strategy, to promote pay for performance, and to ensure a competitive program given the prevalence of short-term incentive compensation in the market place.2017.
Short-Term Incentive Decisions in 20162017
In 2016,2017, the formulaic performance goals for our cash-based short-term incentive plan were based 50%60% on core earnings, 25%20% on loan growthadjustedpre-provision net revenue and 25%20% on growth in core deposits.adjusted efficiency ratio. In addition, the Committee also reviewsreviewed performance on several qualitative factors, including: quality of earnings, quality of loan growth (including consideration of concentration limits), quality of deposit growth, expense management, (including consideration ofnon-interest expenses and efficiency ratio),single bank conversion, credit quality (including the nonperforming assets ratio, nonperforming loans ratio and netcharge-off ratio), financial impact of strategic investments, external factors (including the impact of actual Federal Reserve rate increases vs. budget assumptions), regulatory compliance, risk management, total shareholder return and individual performance. Actual payouts under the plan canmay vary from 0% to 150% of the target based upon Synovus and each executive’s performance in these areas compared to the performance goals. Target awards for 2016,2017, expressed as a percentage of base salary, were 100%125% for Mr. Stelling, 75% for Mr. Blair, 70% for each of Messrs. Prescott andMr. Gula and 60% for each of Messrs. Kamensky and Holladay.Singleton.
The following chart summarizes the performance goals in each category for threshold, target and maximum payouts as well as the actual performance:
Weight | Threshold | Target | Maximum | Actual | Percent of Target | Weighted Results | ||||||||||||||||||||||
Core Earnings1 | 50% | $ | 200M | $ | 250M | $ | 300M | $ | 247.3M | 97.28% | 48.64% | |||||||||||||||||
Loan Growth | 25% | 3% | 5% | 7% | 6.36% | 134.00% | 33.50% | |||||||||||||||||||||
Growth in Core Deposits1 | 25% | 5.5% | 7.5% | 10% | 7.36% | 96.5% | 24.13% | |||||||||||||||||||||
106.27% |
Weight | Threshold | Target | Maximum | Actual | Percent of Target | Weighted Results | ||||||||||||||||||||||
Core Earnings1 | 60% | $250M | $283M | $300M | $322.1M | 150.00% | 90.00% | |||||||||||||||||||||
AdjustedPre-Provision Net Revenue1 | 20% | $442M | $493M | $521M | $516.7M | 142.26% | 28.45% | |||||||||||||||||||||
Adjusted Efficiency Ratio1 | 20% | 62.14% | 59.57% | 58.32% | 59.40% | 106.80% | 21.36% | |||||||||||||||||||||
139.81% |
(1) |
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The Committee considered the following discretionary factors, which can be used for upward or downward adjustments, prior to awarding annual incentives:
• |
• |
• | Quality of |
• |
• |
• | Financial Impact of Strategic Investments— |
• | External Factors—The actual results reflect anafter-tax benefit of approximately $10 million from three interest rate increases in 2017 (net of impact from lower realized deposit betas). The |
• | Risk Management/Regulatory Compliance—The Committee viewed the Company’s risk management and regulatory compliance as satisfactory based on reviews of our regulatory compliance scorecard and our risk management scorecard. |
• | Total Shareholder Return—The Company’sone-year total shareholder return was |
• | Individual Performance |
*For a reconciliation of the foregoingnon-GAAP financial measures to the most comparable GAAP measure, including core earnings, adjustednon-interest expense, adjusted efficiency ratio, and total average core deposits, and average core transaction accounts, please refer toAppendix CB of this Proxy Statement.
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EXECUTIVE COMPENSATION
Based on the results of the performance goals and consideration of the discretionary factors described above, including strong individual performance as reflected in his performance evaluation, the Committee approved an annual incentive award payout of 110%139.81% of target for Mr. Stelling. Based on the results of the performance goals and consideration of the discretionary factors listed above, the Committee approved payouts ranging from 100%135% to 106.27%145% of target for each of the Company’s other named executive officers. The annual short-term incentive award payout amount for each named executive officer is set forth in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table set forth on page 41 of this Proxy Statement.
One-TimeSign-on Bonus. In connection with his commencement of employment with us, Mr. Blair received aone-time cash award of $325,000 to compensate him in part for incentives forfeited from his former employer.
Long-Term Incentives
Our executive compensation program includes long-term incentive compensation earned through performance. We provided long-term incentive compensation opportunities in order to provide an incentive for our executives to provide exceptional shareholder return to Synovus’ shareholders to align the interests of executives with shareholders by awarding executives equity in Synovus, and to ensure a competitive compensation program given the market prevalence of long-term incentive compensation. Our long-term incentive awards also included a vesting schedule designed to retain our executives.
Long-Term Incentive Decisions in 20162017
In 2016,2017, we granted long-term incentives through a combination of 50% PSUs and 50% MRSUs. All of our long-term incentive awards are linked to Synovus’ future performance. Individual long-term incentive award amounts were determined after the Committee reviewed market comparisons for similarly-situated positions. Based upon market comparisons, theThe Committee granted Mr. Stelling PSUs and MRSUs as described in “2017 CEO Compensation Changes” above. The Committee also granted the Company’s other named executive officers (excluding Messrs. Blair and Prescott) long-term incentive awards for 2016. The long-term incentive awards made to Synovus’ named executive officers in 2016 are2017 as set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards Table on page 42 of this Proxy Statement. Mr. Prescott did not receive a long-term incentive award grant in 2016 because he had previously announced his upcoming retirement. Mr. Blair’s MRSU grant was awarded in connection with his hire and was designed to partially compensate him for incentives forfeited from his former employer.
Performance Stock Units (PSUs)
The PSUs have both a performance vesting requirementcomponent and a service vesting component. Under the performance vesting component, Synovus’ weighted average ROAA (as adjusted) is measured over a three-year performance period. The performance goal approved by the Committee is based upon the Company’s objectives under its strategic plan. The actual payout of the PSUs canmay range from 0% to 150% of the target amount based upon Synovus’ weighted average ROAA (as adjusted) during the performance period compared to the performance formula approved by the Compensation Committee. The performance formula places a higher weighting on the third year of the performance period. The service vesting component specifies that shares earned based on performance results will vest after three additional years of service.
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Payout for 2014-2016 PSUs.2015-2017 PSUs. The following charts show the calculation of the payout for the PSUs granted in 2014,2015, which paid out at 99.21%98.48% of target on January 31, 2017February 19, 2018 based on a weighted average ROAA (as adjusted) of 0.839%0.921% for the 2014-20162015-2017 performance period:
ROAA (as adjusted) Performance Calculation
Year | Weighting | Return on Assets | Weighting | Return on Assets | ||||||||||||
2014 | 25% | 0.810% | ||||||||||||||
2015 | 25% | 0.820% | 25% | 0.820% | ||||||||||||
2016 | 50% | 0.863% | 25% | 0.863% | ||||||||||||
2017 | 50% | 1.00% | ||||||||||||||
3-Year Weighted Average ROAA (as adjusted) | 3-Year Weighted Average ROAA (as adjusted) | 0.839% | 3-Year Weighted Average ROAA (as adjusted) | 0.921% |
(1) | Return on Average Assets (as adjusted) excludesnon-recurring items and certain other items that are not indicative of ongoing operations. For a reconciliation of ROAA to the most comparable GAAP measure, please refer toAppendix |
Performance Goals and Payout Calculation
Threshold | Target | Maximum | Actual | |||||||||||||
Performance Criteria3-Year ROAA (as adjusted) | 0.715% | 0.841% | 0.965% | 0.839% | ||||||||||||
Payout (as a Percentage of Target) | 50% | 100% | 150% | 99.21% |
EXECUTIVE COMPENSATION
Threshold | Target | Maximum | Actual | |||||||||||||
Performance Criteria3-Year ROAA (as adjusted) | 0.785% | 0.925% | 1.065% | 0.921% | ||||||||||||
Payout (as a Percentage of Target) | 50% | 100% | 150% | 98.48% |
Market Restricted Stock Units (MRSUs)
The MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier. Under the service-based vesting component, the MRSUs vestone-third each year over a three-year period subject to each executive’s continued employment with Synovus. Under the Total Shareholder Return Multiplier, the “target” amount of MRSUs which vest each year will be adjusted upward or downward up to 25% based upon Synovus’ total shareholder return during each year. MRSUs align executives’ interests directly with shareholders while supporting retention, and were granted in lieu of including any time-based restricted stock in our executive compensation program. The following chart shows the actual payout amounts for previously-granted MRSUs that have vested:were granted or that vested during 2017:
Grant Date | Vesting Date/ Percent | Total Shareholder Return (TSR) | Payout Percentage (based upon TSR) | |||||||||
1/31/2014 | 1/31/2015 (33 1⁄3%) | +3.7% | 103.7% | |||||||||
1/31/2016 (33 1⁄3%) | +18.1% | 118.1% | ||||||||||
1/31/2017 (33 1⁄3%) | +41.5% | 125% | ||||||||||
2/19/2015 | 2/19/2016 (33 1⁄3%) | +7.6% | 107.6% | |||||||||
2/19/2017 (33 1⁄3%) | ||||||||||||
2/19/2018 (33 1⁄3%) | ||||||||||||
2/11/2016 | 2/11/2017 (33 1⁄3%) | +45.8% | 125% | |||||||||
2/11/2018 (33 1⁄3%) | +22.2% | 122.2% | ||||||||||
2/11/2019 (33 1⁄3%) | TBD | TBD | ||||||||||
2/9/2017 | 2/9/2018 (33 1⁄3%) | +22.5% | 122.5% | |||||||||
2/9/2019 (33 1⁄3%) | TBD | TBD | ||||||||||
2/ | TBD | TBD |
Both the PSUs and MRSUs are subject to downward adjustment if future results suggest risk was not properly considered in achieving the results on which the number of units awarded were based. The Compensation Committee will consider if reductions are warranted if any of the following occur during the vesting period: (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 if(3) regulatory capital falls below regulatory capital requirements. The Committee did not exercise downward discretion with respect to the PSUs or MRSUs that vested during 2016.2017.
Perquisites
Perquisites, which are not tied to performance, are a small part of our executive compensation program. Perquisites are offered to align our compensation program with competitive practices because similar positions at Synovus’ competitors offer similar perquisites. The perquisites offered by Synovus in 20162017 were limited to the payment of club dues, executive life insurance, financial planning, an auto allowance and security alarm monitoring for certain officers. In addition, perquisites included transportation services and a housing allowance for Mr. Stelling and relocation assistance for Mr. Blair. The Company’s incremental cost of providing these benefits is included as “All Other Compensation” in the Summary Compensation Table and is
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described in more detail in footnotes 53 and 64 of the Summary Compensation Table on page 41 of this Proxy Statement. Considered both individually and in the aggregate, we believe that the perquisites we offer to our named executive officers are reasonable and appropriate.
The Committee suspended the personal use of aircraft by the Company’s executives in 2009, although the Committee canmay approve exceptions to that policy. No exceptions were approved during 2016.2017.
Retirement and Deferred Compensation Plans
Our compensation program also includes retirement plans designed to provide income following an executive’s retirement. Synovus’ compensation program is designed to reflect Synovus’ philosophy that compensation generally should be earned while actively employed. Although retirement benefits are paid following an executive’s retirement, the benefits are earned while employed. We have chosen to use defined contribution retirement plans because we believe that defined benefit plans are difficult to understand and communicate, and contributions to defined benefit plans often depend upon factors that are beyond Synovus’ control, such as the earnings performance of the assets in such plans compared to actuarial assumptions inherent in such plans. Synovus offered two qualified defined contribution retirement plans to its employees in 2016:2017: a profit sharing plan and a 401(k) savings plan.
The profit sharing plan was merged into the 401(k) savings plan effective December 29, 2017. The 401(k) savings plan offers an employer matching contribution of up to 4% of compensation. In addition, there is an opportunity under the profit sharing plan for discretionary employer contributions based upon profitability. Synovus’ named executive officers did not receive an employer discretionary contribution under the profit sharing plan.compensation (5% beginning on January 1, 2018).
In addition to these plans, the Deferred Compensation Plan, or the Deferred Plan, replaces benefits foregone under the qualified plans due to legal limits imposed by the Internal Revenue Service, or IRS. The Deferred Plan does not provide “above market” interest. Instead, participants in the Deferred Plan can choose to invest their accounts among mutual funds that are the same as the mutual funds that are offered in the 401(k) savings plan. The executives’ Deferred Plan accounts are held in a rabbi trust, which is subject to claims by Synovus’ creditors. The employer matching contribution to the Deferred Plan for 20162017 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 20162017 for named executive officers is set forth in the “Aggregate Earnings
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EXECUTIVE COMPENSATION
in Last FY” column in the Nonqualified Deferred Compensation Table. Mr. Stelling also participates in a deferred compensation plan entered into with Riverside Bank, or the Riverside Plan, prior to Riverside Bank’s acquisition by Synovus. The obligations under the Riverside Plan, which was initially effective January 1, 2003, were assumed by Synovus Bank when Synovus consolidated its banking charters in 2010. Under the Riverside Plan, the beginning benefit amount specified in the plan is increased by 3% for each year of service attained by Mr. Stelling. The total benefit amount under the Riverside Plan is payable to Mr. Stelling in monthly payments over a period of 15 years following his attainment of age 65 or in a single lump sum payment in the event of his death or disability. The total benefit amount under the Riverside Plan as of December 31, 20162017 is included in Mr. Stelling’s balance in the Nonqualified Deferred Compensation Table and Synovus’ contribution to the Riverside Plan for 20162017 is included in the “All Other Compensation” column in the Summary Compensation Table.
Employment and Termination Agreements
Synovus does not generally enter into employment agreements with its executives, except in unusual circumstances such as acquisitions. None of the named executive officers have employment agreements. Synovus uses change of control arrangements with its executives to ensure: (1) the retention of executives and an orderly transition during a change of control, (2) that executives would be financially protected in the event of a change of control so they continue to act in the best interests of Synovus while continuing to manage Synovus during a change of control, and (3) a competitive compensation package because such arrangements are common in the market and it was determined that such agreements were important in recruiting executive talent. The change of control agreements provide for a lump sum payment equal to three years of base salary and the affected executive’s average bonus for the past three years, as well as three years of health and welfare benefits. These payments and benefits are paid only in the event of a “double trigger,” requiring a change of control followed by termination of an executive’s employment by Synovus for any reason other than “cause,” death or disability, or by the executive for “good reason,” within two years of the change of control. In June of 2012, the Committee adopted a policy prohibiting taxgross-ups from any new change of control agreements.
Competitive Market Data
The Compensation Committee historically has evaluated comparative data relating to total direct compensation (salary, short-term incentive opportunities, and long-term incentive opportunities) to assess the executive compensation practices of competitor companies. The Committee continued this practice in 2016,2017, with the assistance of Meridian. Findings from this comparative evaluation were used to assist the Committee in establishing the compensation opportunities for executives in 2016.2017.
The Committee continued to use a peer group of 18 banks as part of its evaluation. The peer group consists of eight banks with higher assets and ten banks with lower assets than Synovus, and does not include any banks with more than three times Synovus’ assets. As part of its evaluation of market practices, the Committee reviewed the most recent proxy data available for the banks listed below, as well as data appropriate to our industry
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EXECUTIVE COMPENSATION
and company size from external market surveys. When reviewing this data, the Committee focused on total direct compensation opportunities, not necessarily the amount of compensation actually paid, which varies depending upon each companies’ performance results.
Associated Banc-Corp. | Huntington Bancshares, Inc. | |
BOK Financial Corp. | New York Community Bancorp, Inc. | |
Bank United, Inc. | People’s United Financial, Inc. | |
Comerica Inc. | Popular, Inc. | |
Commerce Bancshares, Inc. | Prosperity Bancshares Inc. | |
Cullen/Frost Bankers, Inc. | TCF Financial Corp. | |
East West Bancorp, Inc. | Webster Financial Corp. | |
First Horizon National Corp. | Wintrust Financial Corporation | |
Hancock Holding Company | Zions Bancorporation |
Compensation Framework: Compensation Policies, Compensation Process and Risk Considerations
Compensation Policies
Stock Ownership/Retention Guidelines
To align the interests of its executives with shareholders, Synovus implemented stock ownership guidelines for its executives. Under the guidelines, executives are required to maintain ownership of Synovus common stock equal to at least a specified multiple of base salary, as set forth in the table below:
Named Executive Officer | Ownership Level (as multiple of base salary) | |||
Chief Executive Officer | 5x | |||
All other executive officers | 3x |
EXECUTIVE COMPENSATION
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. In the event of a severe financial hardship, the guidelines permit the development of an alternative ownership plan by the Chairman of the Board of Directors and Chairman of the Committee.
All current executives were in compliance with the guidelines (with applicable grace periods) as of December 31, 2016.2017.
Hold Until Retirement Provision
Synovus has also adopted a “hold until retirement” provisionpolicy that applies to all unexercised stock options and unvested restricted stock and restricted stock unit awards. Under this provision,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.
Clawback Policy
The Compensation Committee approved a clawback policy on January 22, 2014, pursuant to which any incentive compensation paid to Synovus’ executive officers that is based upon materially inaccurate performance metrics or financial statements, or that results from any risk-related actions that result in or are reasonably expected to result in a material adverse impact to Synovus or a business unit, are subject to clawback at the Committee’s discretion.
Anti-Hedging Policy
Synovus does not allow directors or executive officers to hedge the value of Synovus equity securities held directly or indirectly by the director or executive officer. Synovus’ policy prohibits the purchase or sale of puts, calls, options or other derivative securities based on Synovus’ securities, as well as hedging or monetization transactions, such aszero-cost collars and forward sale contracts or other derivative securities based on Synovus securities.
Anti-Pledging Policy
Synovus’ Corporate Governance Guidelines and Insider Trading Policy prohibit pledges of our stock by directors and executive officers.
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Tax Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the deductibility of compensation paid by a publicly-traded corporation to itscertain named executive officers other than the Chief Financial Officer, for amounts in excess of $1 million, unlessmillion. Prior to the enactment of H.R. 1, formerly known as the Tax Cuts and Jobs Act of 2017, performance-based compensation that met certain conditions was exempt from the deduction limitation. The 2017 annual cash incentive opportunities and PSU and MRSU awards granted to our executive officers were initially designed in a manner intended to be exempt from the deduction limitation of Section 162(m) because they are met. Eachpaid based on the achievement ofpre-determined performance goals established by the short-term and long-termCompensation Committee pursuant to our shareholder-approved equity incentive plans are operated under our 2013 Omnibus Plan, whichplan.
The exemption from Section 162(m)’s deduction limit for performance-based compensation has been approved by shareholders,repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be 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 under these plans are eligiblein a manner intended to qualifybe 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 “performance-based” compensation for purposesto the application and interpretation of Section 162(m). With respect to our short-term incentive program, and the transition relief. Further, the Compensation Committee established a goal of 1.5% of core earnings for 162(m) purposes to fund the 2016 awards. This amount was sufficient to fund the 2016 short-term incentive award amounts. A number of requirements must be met for particular compensation to so qualify, however, so there can be no assurance that such compensation will be fully deductible under all circumstances. In addition we reservereserves the right to providemodify compensation that is nottax-deductiblewas initially intended to be exempt from Section 162(m) if we believeit believes the benefits of doing so outweigh the loss of a tax deduction.
Accounting Considerations
We account for all compensation paid in accordance with generally accepted accounting principles. The accounting treatment has generally not affected the form of compensation paid to named executive officers.
No Option Repricing
Our 2013 Omnibus Plan prohibits the repricing of stock options and stock appreciation rights without shareholder approval.
Timing of Equity Awards
If the Compensation Committee is taking action to approve equity awards on or near the date that Synovus’ annual earnings are released, the Committee has established the grant date for equity awards to executives as: (a) the last business day of the month in which earnings are released or, if later, (b) two complete business days following the date of the earnings release. This policy ensures that the annual earnings release has time to be absorbed by the market before equity awards are granted.
Compensation Process
Role of Compensation Committee and Compensation Consultant in Compensation Process
The roles of the Compensation Committee and its compensation consultant in the compensation process are described in detail beginning on page 9 of this Proxy Statement under “Corporate Governance and Board Matters—Committees of the Board—Compensation Committee.”
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EXECUTIVE COMPENSATION
Role of the Executive Officers in the Compensation Process
Synovus’ Chief Executive Officer generally attends Compensation Committee meetings by invitation of the Committee. The Chief Executive Officer provides management perspective on issues under consideration by the Committee and makes proposals regarding the compensation of the named executive officers, other than himself. The Chief Executive Officer does not have authority to vote on Committee matters. The Committee regularly meets in executive session without any executive officers present. For more information regarding Committee meetings, please refer to page 9 of this Proxy Statement under “Corporate Governance and Board Matters—Committees of the Board—Compensation Committee.”
Tally Sheets
The Committee historically has used annual tally sheets to add up all components of compensation for the Chief Executive Officer (and for the other named executive officers on a less frequent basis), including base salary, bonus, long-term incentives, accumulative realized and unrealized stock options and restricted stock gains, the dollar value of perquisites and the total cost to the Company, and earnings and accumulated payment obligations under Synovus’ nonqualified deferred compensation program. Tally sheets also provide estimates of the amounts payable to each executive upon the occurrence of potential future events, such as a change of control, retirement, voluntary or involuntary termination, death and disability. Tally sheets are used to provide the Committee with total compensation amounts for each executive so that the Committee can determine whether the amounts are in line with our compensation strategy. The Committee reviewed tally sheets for the Chief Executive Officer and for Synovus’ other named executive officers in October 20162017 and concluded that their total compensation is fair and reasonable.
Risk Considerations
Our compensation program is reviewed by several different groups to ensure that the risks involved with the program are appropriately assessed and managed. The compensation risks are first reviewed by the management team that designs, implements and administers the program. Incentive compensation programs are also reviewed by the Executive Risk Committee, a management committee chaired by our Chief Risk Officer. As a part of
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EXECUTIVE COMPENSATION
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. During 2017, the Committee requested that management formally document the Company’s process and procedures for assessing risk in our incentive compensation program. Management engaged an external advisor to assist with the Committee’s request. The documentation, including specific roles and responsibilities, regarding the Company’s risk assessment process were then reviewed with the Compensation Committee. In addition, in 2016,2017, the Compensation Committee met with the Chief Risk Officer to conductreview a risk assessment of our compensation plans.
Synovus’ employee incentive plans are broadly classified by business unit: incentive plans for Synovus’ banking divisions and incentive plans for Synovus’ Financial Management Services division. All of the plans were assessed for risk factors in different categories, including financial risks, strategic risks, and administrative risks. Each plan was assigned a level of risk ranking from “1” (highest risk) to “5” (lowest risk) for each risk category. Any plan that received a “1” or “2” in any category was modified through the implementation of additional controls to ensure appropriate mitigation of risks. After the implementation of such controls, no plans were ranked higher than a “3.” After reviewing the incentive plans and the Company’s risk assessment process, the Compensation Committee concluded that there were no unnecessary risks under the plans and there were no risks arising from the Company’s compensation policies and practices that were likely to have a material adverse effect on the Company.
CD&A
Synovus’ Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in Synovus’ 20162017 Annual Report and in this Proxy Statement.
The Compensation Committee
Elizabeth W. Camp, Chair
T. Michael GoodrichF. Dixon Brooke, Jr.
Melvin T. Stith
Barry L. Storey
Philip W. Tomlinson
40 | - |
The table below summarizes the compensation for each of our named executive officers for each of the last three fiscal years.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | Year | Salary ($) | 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 | 2016 | $ | 985,769 | — | $ | 1,810,106 | — | $ | 1,094,500 | — | $ | 322,526 | (4)(5) | $ | 4,212,901 | 2017 | $ | 1,106,000 | — | $ | 2,546,275 | — | $ | 1,966,078 | — | $ | 342,275 | (2)(3) | $ | 5,960,628 | ||||||||||||||||||||||||||||||||||||||||||
Chairman, Chief Executive Officer and President | 2015 | 962,269 | — | 1,791,521 | — | 1,221,419 | — | 251,413 | 4,226,622 | 2016 | 985,769 | — | 1,810,106 | — | 1,094,500 | — | 322,526 | 4,212,901 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2014 | 1,118,246 | — | 1,276,868 | — | 854,240 | — | 156,702 | 3,406,506 | 2015 | 962,269 | — | 1,791,521 | — | 1,221,419 | — | 251,413 | 4,226,662 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kevin S. Blair | 2016 | 205,673 | 325,000 | (2) | 337,584 | — | 458,722 | — | 38,718 | (6) | 1,365,697 | 2017 | 579,865 | — | 1,018,561 | — | 637,819 | — | 804 | (4) | 2,237,049 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President and Chief Financial Officer* | 2016 | 205,673 | 325,000 | 337,584 | — | 458,722 | — | 38,718 | 1,365,697 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas J. Prescott | 2016 | 443,930 | — | — | — | 310,751 | — | 34,468 | (4)(5)(6) | 789,149 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Former Executive Vice President and Chief Financial Officer | 2015 | 436,470 | — | 460,691 | — | 372,901 | — | 12,247 | 1,282,309 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2014 | 507,294 | — | 459,677 | — | 193,778 | — | 11,972 | 1,172,721 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allen J. Gula, Jr. | 2016 | 447,218 | — | 452,539 | — | 318,403 | — | 28,127 | (4)(6) | 1,246,287 | 2017 | 458,710 | — | 458,382 | — | 438,440 | — | 21,208 | (2)(3)(4) | 1,376,740 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President and Chief Operations Officer | 2015 | 434,192 | — | 460,691 | — | 370,955 | — | 17,575 | 1,283,413 | 2016 | 447,218 | — | 452,539 | — | 318,403 | — | 28,127 | 1,246,287 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2014 | 504,788 | — | 286,059 | — | 144,575 | — | 19,072 | 954,494 | 2015 | 434,192 | — | 460,691 | — | 370,955 | — | 17,575 | 1,283,413 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allan E. Kamensky | 2016 | 429,746 | — | 281,565 | — | 278,687 | — | 24,811 | (4)(6) | 1,014,809 | 2017 | 440,789 | — | 285,218 | — | 387,875 | — | 18,902 | (2)(3)(4) | 1,132,784 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President, General Counsel and Secretary | 2015 | 417,229 | — | 286,675 | — | 305,539 | — | 6,000 | 1,015,443 | 2016 | 429,746 | — | 281,565 | — | 278,687 | — | 24,811 | 1,014,809 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2014 | 431,231 | — | 385,512 | — | 138,926 | — | 8,957 | 964,626 | 2015 | 417,229 | — | 286,675 | — | 305,539 | — | 6,000 | 1,015,443 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark G. Holladay** | 2016 | 365,336 | — | 281,565 | — | 236,919 | — | 22,455 | (4)(6) | 906,276 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President and Chief Risk Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Barton Singleton** | 2017 | 425,354 | — | 285,218 | — | 361,386 | — | 1,662 | (3)(4) | 1,073,620 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President and President, Financial Management Services | 2015 | 390,606 | — | 288,675 | — | 316,953 | — | 6,000 | 1,000,234 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
* | Mr. Blair was named Executive Vice President and Chief Financial Officer effective August 17, 2016. |
** | Mr. |
(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 restricted stock unit awards are set forth in Note |
Amount includes company contributions by Synovus to nonqualified deferred compensation plans of |
Amount includes contributions by Synovus under the 2011 Synovus Director Stock Purchase Plan of $3,000 for Mr. Stelling. Amount also includes incremental costs of perquisites totaling |
Amount includes auto allowance of |
- 20172018 Proxy Statement 41
SUMMARY COMPENSATION TABLE
Grants of Plan-Based Awards for Fiscal Year 20162017
The table below sets forth the short-term and long-term incentive compensation (granted in the form of cash-based awards, PSUs and MRSUs) awarded to the named executive officers for 2016.2017. There were no stock options granted to the named executive officers for 2016.2017.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
|
| Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
|
| Grant Date Fair ($) |
| | Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(1) |
| | Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
| | Grant Date Fair Value of Stock Awards(3) ($) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date |
| Action Date |
|
| Threshold ($ | ) |
| Target ($ | ) |
| Maximum ($ | ) |
| Threshold (# | ) |
| Target (# | ) |
| Maximum (# | ) | Grant Date | | Action Date |
| | Threshold ($ | ) | | Target ($ | ) | | Maximum ($ | ) | | Threshold (# | ) | | Target (# | ) | | Maximum (# | ) | ||||||||||||||||||||||||||||||||||||
Kessel D. Stelling |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | $ | 497,500 | $ | 995,000 | $ | 1,492,500 | — | — | — | — | | 2-9-17 (Cash Incentive) |
| 2-9-17 | $ | 703,125 | $ | 1,406,250 | $ | 2,109,375 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (PSUs) | 2-11-16 | — | — | — | 17,342 | 34,683 | 52,025 | $ | 900,024 | 2-9-17 (PSUs) | 2-9-17 | — | — | — | 15,021 | 30,041 | 45,062 | $ | 1,250,006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (MRSUs) | 2-11-16 | — | — | — | 26,012 | 34,683 | 43,354 | 910,082 | 2-9-17 (MRSUs) | 2-9-17 | — | — | — | 22,531 | 30,041 | 37,551 | 1,296,269 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kevin S. Blair |
| 8-10-16 (Cash Incentive) |
| 8-10-16 | 215,625 | 431,250 | 646,875 | — | — | — | | 2-9-17 (Cash Incentive) |
| 2-9-17 | 219,938 | 439,875 | 659,813 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
8-10-16 (MRSUs) | 8-10-16 | 7,788 | 10,384 | 12,980 | 337,584 | 2-9-17 (PSUs) | 2-9-17 | — | — | — | 6,009 | 12,017 | 18,026 | 500,027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas J. Prescott |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | 155,376 | 310,751 | 465,857 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (PSUs) | 2-11-16 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (MRSUs) | 2-11-16 | — | — | — | — | — | — | — | 2-9-17 (MRSUs) | 2-9-17 | — | — | — | 9,013 | 12,017 | 15,021 | 518,534 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allen J. Gula, Jr. |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | 159,202 | 318,403 | 477,605 | — | — | — | — | | 2-9-17 (Cash Incentive) |
| 2-9-17 | 162,386 | 324,771 | 487,156 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (PSUs) | 2-11-16 | — | — | — | 4,336 | 8,671 | 13,007 | 225,012 | 2-9-17 (PSUs) | 2-9-17 | — | — | — | 2,704 | 5,408 | 8,112 | 225,027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (MRSUs) | 2-11-16 | — | — | — | 6,503 | 8,671 | 10,839 | 227,527 | 2-9-17 (MRSUs) | 2-9-17 | — | — | — | 4,056 | 5,408 | 6,760 | 233,355 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allan E. Kamensky |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | 131,128 | 262,255 | 393,383 | — | — | — | — | | 2-9-17 (Cash Incentive) |
| 2-9-17 | 133,750 | 267,500 | 401,250 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (PSUs) | 2-11-16 | — | — | — | 2,698 | 5,395 | 8,092 | 140,000 | 2-9-17 (PSUs) | 2-9-17 | — | — | — | 1,683 | 3,365 | 5,648 | 140,018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (MRSUs) | 2-11-16 | — | — | — | 4,046 | 5,395 | 6,744 | 141,565 | 2-9-17 (MRSUs) | 2-9-17 | — | — | — | 2,524 | 3,365 | 4,206 | 145,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark G. Holladay |
| 2-11-16 (Cash Incentive) |
| 2-11-16 | 111,475 | 222,949 | 334,424 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Barton Singleton | | 2-9-17 (Cash Incentive) |
| 2-9-17 | 129,067 | 258,133 | 387,199 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (PSUs) | 2-11-16 | — | — | — | 2,698 | 5,395 | 8,092 | 140,000 | 2-9-17 (PSUs) | 2-9-17 | — | — | — | 1,683 | 3,365 | 5,048 | 140,018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 (MRSUs) | 2-11-16 | — | — | — | 4,046 | 5,395 | 6,744 | 141,565 | 2-9-17 (MRSUs) | 2-9-17 | — | — | — | 2,524 | 3,365 | �� | 4,206 | 145,200 |
(1) | Reflects threshold target and maximum payout opportunities under the annual incentive plan based on |
(2) | Reflects threshold target and maximum number of shares that may be earned under awards of PSUs and MRSUs. The PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ weighted average ROAA during the performance period, the actual payout of the performance stock units can range from 0% to 150% of the target amount. The MRSUs have a three-year service requirement(one-third vest for each year of service) and threeone-year performance periods. Based upon Synovus’ total shareholder return during the performance period, the number of MRSUs that vest each year |
(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 |
42 | - |
SUMMARY COMPENSATION TABLE
Outstanding Equity Awards at 20162017 FiscalYear-End
The table below identifies the option awards and stock awards held by the named executive officers and outstanding on December 31, 2016.2017.
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Number of Securities (#) Exercisable | Option ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Have Not | Equity (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That | Market Shares or Units That Have Not Vested ($)(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 | 2-11-16 | 35,103 | (3) | $ | 1,442,031 | 2-9-17 | 30,348 | (3) | $ | 1,454,883 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 | 35,103 | (4) | $ | 1,442,031 | 2-9-17 | 30,348 | (4) | 1,454,883 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 21,337 | (3) | 876,524 | 2-11-16 | 23,713 | (3) | 1,136,801 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 32,001 | (4) | 1,314,601 | 2-11-16 | 35,565 | (4) | 1,704,986 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1-31-14 | 11,082 | (3) | 455,249 | 2-19-15 | 10,813 | (3) | 518,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1-31-14 | 22,151 | (4) | 909,963 | 2-19-15 | 32,422 | (4) | 1,554,311 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kevin S. Blair | 8-10-16 | 10,422 | (3) | 428,136 | 2-9-17 | 12,140 | (3) | 581,992 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas J. Prescott(5) | 2-19-15 | 5,486 | (3) | 225,365 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 8,225 | (4) | 337,883 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1-31-14 | 7,970 | (4) | 327,408 | 2-9-17 | 12,140 | (4) | 581,992 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1-31-14 | 3,990 | (3) | 163,909 | 8-10-16 | 7,040 | (3) | 337,498 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allen J. Gula, Jr. | 2-11-16 | 8,774 | (3) | 360,436 | 2-9-17 | 5,462 | (3) | 261,848 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 | 8,774 | (4) | 360,436 | 2-9-17 | 5,462 | (4) | 261,848 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 5,486 | (3) | 225,365 | 2-11-16 | 5,928 | (3) | 284,188 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 8,225 | (4) | 337,883 | 2-11-16 | 8,888 | (4) | 426,091 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1-31-14 | 2,487 | (3) | 102,166 | 2-19-15 | 2,784 | (3) | 133,465 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1-31-14 | 4,958 | (4) | 203,675 | 2-19-15 | 8,331 | (4) | 399,388 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allan E. Kamensky | 2-11-16 | 5,459 | (3) | 224,256 | 2-9-17 | 3,398 | (3) | 162,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 | 5,459 | (4) | 224,256 | 2-9-17 | 3,398 | (4) | 162,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 3,413 | (3) | 140,206 | 2-11-16 | 3,688 | (3) | 176,803 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 5,118 | (4) | 210,247 | 2-11-16 | 5,529 | (4) | 265,060 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-10-14 | 4,944 | (4) | 203,100 | 2-19-15 | 1,733 | (3) | 83,080 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-10-14 | 1,471 | (6) | 60,429 | 2-19-15 | 5,183 | (4) | 248,473 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-10-14 | 2,480 | (3) | 101,878 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark G. Holladay(5) | 2-11-16 | 5,459 | (3) | 224,256 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Barton Singleton | 2-9-17 | 3,398 | (3) | 162,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-11-16 | 5,459 | (4) | 224,256 | 2-9-17 | 3,398 | (4) | 162,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 3,413 | (3) | 140,206 | 2-11-16 | 3,688 | (3) | 176,803 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2-19-15 | 5,118 | (4) | 210,247 | 2-11-16 | 5,529 | (4) | 265,060 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1-31-14 | 4,958 | (4) | 203,675 | 2-19-15 | 1,733 | (3) | 83,080 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1-31-14 | 2,487 | (3) | 102,166 | 2-19-15 | 5,183 | (4) | 248,473 |
(1) | Includes additional stock awards credited by reason of such awards earning dividend equivalents. |
(2) | Market value is calculated based on the closing price of Synovus’ common stock on December |
(3) | MRSUs have a three-year service requirement(one-third vest for each year of service following grant) and threeone-year performance periods. Based upon Synovus’ total shareholder return during the performance period, the number of MRSUs that vest each year |
(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 during the performance period, the payout of the performance stock units |
- 2017 Proxy Statement 43
SUMMARY COMPENSATION TABLE
Option Exercises and Stock Vested for Fiscal Year 20162017
The following table sets forth the number and corresponding value realized during 20162017 with respect to restricted stock units that vested for each named executive officer. No named executive officer exercised stock options during 2016.2017.
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Number of Shares (#) | Value Realized ($) | Number of Shares (#) | Value Realized ($)(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||||||||||||||||||||||
Kessel D. Stelling | — | — | 62,254 | $ | 1,885,201 | — | — | 63,966 | $ | 2,687,694 | ||||||||||||||||||||||||||||||
Kevin S. Blair | — | — | — | — | — | — | 4,383 | 190,135 | ||||||||||||||||||||||||||||||||
Thomas J. Prescott | — | — | 23,750 | 715,929 | ||||||||||||||||||||||||||||||||||||
Allen J. Gula, Jr. | — | — | 21,919 | 660,109 | — | — | 15,144 | 636,382 | ||||||||||||||||||||||||||||||||
Allan E. Kamensky | — | — | 6,042 | 163,014 | — | — | 13,912 | 580,905 | ||||||||||||||||||||||||||||||||
Mark G. Holladay | — | — | 18,197 | 554,071 | ||||||||||||||||||||||||||||||||||||
J. Barton Singleton | — | — | 12,460 | 523,466 |
(1) | Reflects the fair market value of the underlying shares as of the vesting date. |
- 2018 Proxy Statement 43
SUMMARY COMPENSATION TABLE
Nonqualified Deferred Compensation for Fiscal Year 20162017
The table below provides information relating to the activity in the deferred compensation plans for the named executive officers in 2016.2017.
Name | Executive in Last FY ($)(1) | Registrant in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate at Last FYE ($)(3) | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | ||||||||||||||||||||||||||||||
Kessel D. Stelling | $ | 88,287 | $ | 253,126 | $ | 32,610 | — | $ | 1,774,380 | (4) | $ | 220,050 | $ | 277,952 | $ | 93,464 | — | $ | 2,365,853 | (4) | ||||||||||||||||||||
Kevin S. Blair | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Thomas J. Prescott | 24,505 | 22,073 | 70,020 | — | 1,001,465 | |||||||||||||||||||||||||||||||||||
Allen J. Gula, Jr. | 24,545 | 22,127 | 7,747 | — | 109,663 | 31,085 | 20,285 | 25,476 | — | 185,509 | ||||||||||||||||||||||||||||||
Allen E. Kamensky | 22,059 | 18,811 | 2,318 | — | 53,164 | 21,584 | 17,979 | 10,151 | — | 102,879 | ||||||||||||||||||||||||||||||
Mark G. Holladay | 12,708 | 12,708 | 22,274 | — | 544,776 | |||||||||||||||||||||||||||||||||||
J. Barton Singleton | — | — | 17,119 | — | 122,182 |
(1) | The amounts included in this column are included in the Summary Compensation Table for |
(2) | The amounts included in this column are included in the Summary Compensation Table for |
(3) | Of the balances reported in this column, the amounts of |
(4) | Theyear-end balance for Mr. Stelling includes |
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 a2-10 year period, as elected by the executive. Each named executive officer except for Mr. Blair 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 37 of this Proxy Statement.
Potential Payouts upon Termination or Change of Control
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 thanone-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.
SUMMARY COMPENSATION TABLE
In the event payments are triggered under the agreements, each executive will receive three times his or her base salary as in effect prior to the termination, three times a percentage of his or her 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. These amounts are paid to the executive in a singlelump-sum cash payment. Each executive will also receive health and welfare benefits for a three year period. In addition, executives who entered into agreements prior to the prohibition on taxgross-ups adopted by the Committee (see page __)37) 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. The following table quantifies the estimated amounts that would be payable under the change of control agreements, assuming the triggering events occurred on December 31, 2016.2017. In addition to the amounts set forth in the table below, executives would also receive a distribution of their deferred
44 | - 2018 Proxy Statement |
SUMMARY COMPENSATION TABLE
compensation vested account balance shown above in the Nonqualified Deferred Compensation Table upon their separation of employment on December 31, 2016.2017.
3x Base Salary | Average 3-Yrs Short- Incentive Award | Pro-Rata Target Short- Incentive Award | Health Welfare Benefits | Stock Award Vesting(1) | Excise Tax Gross- up(2) | Total | 3x Base Salary | Average 3-Yrs Short- Term Incentive Award | Pro-Rata Target Short- Term Incentive Award | Health & Welfare Benefits | Stock Award Vesting(1) | Excise Tax Gross- up(2) | Total | |||||||||||||||||||||||||||||||||||||||||||
Kessel D. Stelling | $ | 2,985,000 | $ | 2,149,200 | $ | 995,000 | $ | 61,740 | $ | 6,440,399 | $ | 1,304,452 | $ | 13,935,791 | $ | 3,375,000 | $ | 3,541,050 | $ | 1,406,250 | $ | 67,284 | $ | 7,824,239 | $ | 1,828,615 | $ | 18,042,438 | ||||||||||||||||||||||||||||
Kevin S. Blair | 1,725,000 | — | 431,250 | 61,740 | 428,136 | 0 | 2,217,990 | 1,759,500 | 469,260 | 439,875 | 67,284 | 1,501,482 | 0 | 4,237,401 | ||||||||||||||||||||||||||||||||||||||||||
Thomas J. Prescott | 1,331,790 | 572,670 | 310,751 | 61,740 | 1,054,565 | 0 | 3,331,516 | |||||||||||||||||||||||||||||||||||||||||||||||||
Allen J. Gula, Jr. | 1,364,583 | 532,188 | 318,405 | 61,740 | 1,589,961 | 239,077 | 4,105,954 | 1,391,874 | 870,896 | 324,771 | 67,284 | 1,766,828 | 223,006 | 4,644,659 | ||||||||||||||||||||||||||||||||||||||||||
Allan E. Kamensky | 1,311,273 | 458,946 | 262,255 | 61,740 | 1,164,372 | 0 | 3,258,586 | 1,337,499 | 738,614 | 267,500 | 67,284 | 1,099,216 | 0 | 3,510,113 | ||||||||||||||||||||||||||||||||||||||||||
Mark G. Holladay | 1,114,743 | 401,307 | 222,949 | 61,740 | 1,104,806 | 0 | 2,905,545 | |||||||||||||||||||||||||||||||||||||||||||||||||
J. Barton Singleton | 1,265,355 | 612,549 | 258,133 | 67,284 | 1,099,216 | 198,695 | 3,501,232 |
(1) | Estimated by multiplying number of stock awards that vest upon change of control by fair market value on December 31, |
(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 ofgross-up payment necessary so that executive is placed in the same position as though excise tax did not apply. Nogross-up payment is made if change of control payment does not exceed IRS cap by 110% |
Executives who receive these benefits are subject to a confidentiality obligation with respect to secret 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.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of RegulationS-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) of RegulationS-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, 2017. 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 2017. After identifying the median employee, we added compensation under our Company sponsored broad-based employee benefit plans to the earnings of the median employee and to the CEO’s total compensation as reflected in the Summary Compensation Table (adding $21,324 to the CEO’s compensation amount). Based on the foregoing, the CEO’s 2017 annual total compensation is $5,981,952 and the median annual total compensation of all employees (except for the CEO) is $59,877, resulting in a CEO pay ratio of approximately 100 to 1.
- 20172018 Proxy Statement 45
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 standingpre-approval under the policy, including the following:
The policy does not apply to certain categories of transactions, including the following:
Related Party Transactions in the Ordinary Course
During 2016,2017, 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 Messrs. Bentsen, Brooke, Butler, Goodrich, Nix, Pastides, Prochaska, Stallworth, Stith, Storey, and Tomlinson and Ms. Allen, Ms. Camp and Ms. Murphy, their immediate family members and/or their affiliated organizations during 20162017 and determined that none of the relationships constitute a material relationship with Synovus. The services provided to these directors 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.”
W.C. Bradley Co.
Synovus leased various properties in Columbus, Georgia from W.C. Bradley Co. for office space and storage during 2016.2017. During 2017, Stephen T. Butler iswas the executive chairman and a director of W.C. Bradley Co. The aggregate rent paid for this leased space was $3,065,999.$3,193,715. The terms of the lease agreements are comparable to those provided for between similarly situated unrelated third parties in similar transactions.
Synovus is a party to a Joint Ownership Agreement with TSYS and W.C.B. Air L.L.C. pursuant to which they jointly own or lease aircraft. W.C. Bradley Co. owns all of the limited liability interests of W.C.B. Air. The parties have each agreed to pay fixed fees for each hour they fly the aircraft owned and/or leased pursuant to the Joint Ownership Agreement. Synovus paid $1,108,373$1,612,544 for its business related use of the aircraft during 2016.2017. The charges payable by Synovus in connection with its use of this aircraft approximate charges available to unrelated third parties in the State of Georgia for use of comparable aircraft for commercial purposes.
The payments to W.C. Bradley Co. by Synovus and its subsidiaries and the payments to Synovus and its subsidiaries by W.C. Bradley Co. represent less than 2% of W.C. Bradley Co.’s 20162017 gross revenues. The Board considered these transactions and determined that Mr. Butler is independent pursuant to the Synovus Financial Corp. Independence Standards.
46 | - |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 that no Forms 5 were required for those persons, Synovus believes that during the fiscal year ended December 31, 20162017 its officers, directors and greater than ten percent beneficial owners timely complied with all applicable Section 16(a) filing requirements, except that Mr. KamenskyMs. McDaniel had aone Form 34 that was inadvertently filed late.
SHAREHOLDER PROPOSALS AND NOMINATIONS
In order for a shareholder proposal to be considered for inclusion in Synovus’ Proxy Statement for the 20182019 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 November 10, 2017.16, 2018. The proposal will also need to comply with the SEC’s regulations under Rule14a-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
Columbus, Georgia 31901
For a shareholder proposal that is not intended to be included in Synovus’ Proxy Statement for the 20182019 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 21, 201727, 2018 and not later than January 20, 2018.26, 2019. 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 whether each nominee, if elected, intends to tender promptly following such person’s failure to receive the required vote for election orre-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.
- 20172018 Proxy Statement 47
A copy of Synovus’ 20162017 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 20162017 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 20162017 Annual Report is also available at investor.synovus.com under the “Financial Information” tab.
Solicitation of ProxiesofProxies
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 theirout-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 mails, by telephone or by personal calls. The anticipated cost of the services of Innisfree is $20,000 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:
48 | - |
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 following relationships will not be considered to be material relationships that would impair a director’s independence:
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 withnon-affiliated persons; and |
- 2018 Proxy Statement A-1
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. |
- 2017 Proxy Statement A-1
APPENDIX A: SYNOVUS FINANCIAL CORP. DIRECTOR INDEPENDENCE STANDARDS
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 andfathers-in-law, sons anddaughters-in-law, brothers andsisters-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 Members
In addition to being independent as determined under the Categorical Standards for Independence set forth in “A” above,
A-2 | - |
Appendix B: Amendment No. 3 to 2010 Synovus Tax Preservation Rights Plan
THIS AMENDMENT NO. 3 TO SHAREHOLDER RIGHTS PLAN (this “Amendment”) dated as of April 20, 2016 is between Synovus Financial Corp., a Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Rights Plan (as defined below).
WHEREAS, the Company is a party to that certain Shareholder Rights Plan dated as of April 26, 2010, as amended as of September 6, 2011 and April 24, 2013 (as so amended, the “Rights Plan”), by and between the Company and the Rights Agent (as successor to Mellon Investor Services LLC);
WHEREAS, pursuant to, and subject to the terms of, Section 23 of the Rights Plan, at any time on or prior to a Distribution Date, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Plan in any respect without the approval of any holders of Rights, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent;
WHEREAS, the Board of Directors of the Company has determined that it is advisable and in the best interest of the Company and its shareholders to amend the Rights Plan as set forth herein; and
WHEREAS, no Distribution Date has yet occurred, no person has yet become an Acquiring Person and subject to and in accordance with the terms of this Amendment, the Company has directed, and the Rights Agent has agreed to amend the Rights Agreement in certain respects, as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent, intending to be legally bound, hereby agree as follows:
1.Amendments To Rights Plan.
1.1 The definition of “Final Expiration Date” in Section 1 of the Rights Plan is amended and restated in its entirety to read as follows:
“Final Expiration Date” means the close of business on April 29, 2019;provided that if a Stock Acquisition Date occurs fewer than thirty (30) days prior to such date, then the Final Expiration Date shall be the date that is thirty (30) days after the Stock Acquisition Date.”
1.2 The description of “Expiration” in Exhibit B of the Rights Plan is amended and restated in its entirety to read as follows:
“The Rights will expire on the earlier of (i) the close of business on April 29, 2019 (the “Final Expiration Date”), unless a Stock Acquisition Date occurs fewer than 30 days prior to such date, in which case the Final Expiration Date shall be the date that is thirty (30) days after the Stock Acquisition Date; (ii) the time at which all Rights are redeemed or exchanged; (iii) the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward; and (iv) a date prior to a Stock Acquisition Date on which the Board determines, in its sole discretion, that the Rights and the Rights Plan are no longer in the best interests of the Company and its shareholders.”
2.Benefits of this Amendment. Nothing in this Amendment shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to a Distribution Date, the certificates representing Common Stock and, in the case of uncertificated shares, shares of Common Stock in book-entry form) any legal or equitable right, remedy or claim under this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to a Distribution Date, the certificates representing Common Stock and, in the case of uncertificated shares, shares of Common Stock in book-entry form).
3.Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Georgia and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions, regarding the rights, duties, obligations and liabilities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
4.Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument and shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto.
5.Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that, if such excluded provision shall affect the rights, immunities, duties or obligations of the Rights Agent hereunder, the Rights Agent shall be entitled to resign immediately.
6.Effect of Amendment. Except as expressly modified by the Amendment, the Rights Plan and its exhibits shall remain in full force and effect. References in the Rights Plan to the “Rights Plan” (and related terms) shall (if they do not already contemplate and include amendments to the Rights Plan) hereafter refer to the Rights Plan as amended hereby.
- 2017 Proxy Statement B-1
APPENDIX B: AMENDMENT NO. 3 TO 2010 SYNOVUS TAX PRESERVATION RIGHTS PLAN
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
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Appendix C: Reconciliation ofNon-GAAP Financial Measures
Non-GAAP Financial Financial Measures-Synovus 20162017 Financial Performance
The measures entitled adjustednon-interest expense,income; adjustednon-interest expense; adjusted total revenues; adjusted efficiency ratio, andratio; average core deposits; average core transaction deposit accountsdeposits; average core transaction non-interest bearing deposits; adjusted return on average assets; adjusted net income per common share, diluted; adjusted return on average common equity; adjusted return on average tangible common equity; tangible book value per common share; and adjusted netcharge-off ratio are not measures recognized under U.S. GAAP and therefore are considerednon-GAAP financial measures. The most comparable GAAP measures are totalnon-interest expense,income; totalnon-interest expense; total revenues; efficiency ratio, andratio; total average deposits,deposits; return on average assets; net income per common share, diluted; return on average common equity; book value per common share; and netcharge-off ratio, respectively. Synovus believes that thesenon-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating the performance of its core business. Adjusted non-interest expense and the adjusted efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. Average core transaction deposit accounts are a measure used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. Thesenon-GAAP financial measures should not be considered as substitutes for totalthe respective comparable GAAP measures and may not be comparable to other similarly titled measures at other companies.
The computations of adjustednon-interest income; adjustednon-interest expense; adjusted total revenues; adjusted efficiency ratio; average core deposits; average core transaction deposits; average core transaction non-interest bearing deposits; adjusted return on average assets; adjusted net income per common share, diluted; adjusted return on average common equity; adjusted return on average tangible common equity; tangible book value per common share; and adjusted netcharge-off ratio and the reconciliations of these measures to their respective GAAP measures are set forth in the tables below:
Years Ended December 31, | ||||||||
(dollars in thousands) | 2017 | 2016 | ||||||
AdjustedNon-interest Income | ||||||||
Totalnon-interest income | $ | 345,327 | 273,194 | |||||
Subtract: Cabela’s Transaction Fee | (75,000 | ) | — | |||||
Add/subtract: Investment securities losses (gains), net | 289 | (6,011 | ) | |||||
Add: Decrease in fair value of private equity investments, net | 3,093 | 1,026 | ||||||
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Adjustednon-interest income | $ | 273,709 | 268,209 | |||||
AdjustedNon-interest Expense | ||||||||
Totalnon-interest expense | $ | 821,313 | 755,923 | |||||
Subtract: 3Q17 discounts to fair value for completed or planned ORE accelerated dispositions | (7,082 | ) | — | |||||
Subtract: 3Q17 asset impairment charges related to accelerated disposition of corporate real estate and other properties | (1,168 | ) | — | |||||
Subtract: Earnout liability adjustments | (3,759 | ) | — | |||||
Subtract: Litigation settlement/contingency expense | (701 | ) | (2,511 | ) | ||||
Subtract: Restructuring charges, net | (7,014 | ) | (8,267 | ) | ||||
Subtract: Fair value adjustment to Visa derivative | — | (5,795 | ) | |||||
Subtract: Loss on early extinguishment of debt, net | (23,160 | ) | (4,735 | ) | ||||
Subtract: Merger-related expense | (110 | ) | (1,636 | ) | ||||
Subtract: Amortization of intangibles | (1,059 | ) | (521 | ) | ||||
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Adjustednon-interest expense | $ | 777,260 | 732,458 | |||||
Adjusted Total Revenues and Adjusted Efficiency Ratio | ||||||||
Adjustednon-interest expense | $ | 777,260 | 732,458 | |||||
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Net interest income | $ | 1,023,309 | 899,180 | |||||
Add: Tax equivalent adjustment | 1,124 | 1,285 | ||||||
Totalnon-interest income | 345,327 | 273,194 | ||||||
Add/Subtract: Investment securities losses (gains), net | 289 | (6,011 | ) | |||||
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Total FTE revenues | $ | 1,370,049 | 1,167,648 | |||||
Subtract: Cabela’s Transaction Fee | (75,000 | ) | — | |||||
Add: Decrease in fair value of private equity investments, net | 3,093 | 1,026 | ||||||
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Adjusted total revenues | $ | 1,298,142 | 1,168,674 | |||||
Efficiency ratio | 59.95 | % | 64.74 | |||||
Adjusted efficiency ratio1 | 59.87 | % | 62.67 |
(1) | The calculation of the adjusted efficiency ratio was revised during 2017. Expenses related to foreclosed real estate and other credit costs had been excluded since the financial crisis due to the abnormal level of expenditure. Given the more normalized level of expense that Synovus is now experiencing, these costs will be included in the calculation hereafter (excluding the third quarter of 2017 balance sheet restructuring actions) and previous years have been restated as well. The change in the calculation resulted in a higher adjusted efficiency ratio. |
- 2018 Proxy Statement B-1
APPENDIX B: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES
Years Ended December 31, | ||||||||
(in thousands) | 2017 | 2016 | ||||||
Average Core Deposits and Average Core Transaction Deposit Accounts | ||||||||
Average total deposits | $ | 25,374,388 | 23,880,021 | |||||
Subtract: Average brokered deposits | (1,624,381 | ) | (1,306,217 | ) | ||||
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Average core deposits | $ | 23,750,007 | 22,573,804 | |||||
Subtract: Average state, county, and municipal (SCM) deposits | (2,123,104 | ) | (2,295,266 | ) | ||||
Subtract: Average time deposits, excluding SCM deposits | (3,136,847 | ) | (3,145,027 | ) | ||||
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Average core transaction deposit accounts | $ | 18,490,056 | 17,133,511 | |||||
Average core transactionnon-interest bearing deposits | $ | 6,593,727 | 6,203,475 | |||||
Average core transaction interest bearing demand deposits | $ | 3,969,111 | 3,337,751 | |||||
Average core transaction money market accounts, excluding brokered deposits | $ | 7,102,148 | 6,806,876 | |||||
Average core transaction savings deposits | $ | 825,070 | 785,409 | |||||
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Average core transaction deposit accounts | $ | 18,490,056 | 17,133,511 |
Years Ended December 31, | ||||||||
(dollars in thousands) | 2017 | 2016 | ||||||
Adjusted Return on Average Assets | ||||||||
Net income | $ | 275,474 | 246,784 | |||||
Add: Earnout liability adjustments | 3,759 | — | ||||||
Add: Income tax expense related to effects of Federal Tax Reform | 47,181 | — | ||||||
Add: Litigation settlement/contingency expenses | 701 | 2,511 | ||||||
Add: Restructuring charges, net | 7,014 | 8,267 | ||||||
Add: Fair value adjustment to Visa derivative | — | 5,795 | ||||||
Add: Loss on early extinguishment of debt, net | 23,160 | 4,735 | ||||||
Add: Merger-related expense | 110 | 1,636 | ||||||
Add: Amortization of intangibles | 1,059 | 521 | ||||||
Add: 3Q17 provision expense on loans transferred to loansheld-for-sale | 27,710 | — | ||||||
Add: 3Q17 discounts to fair value for completed or planned ORE accelerated dispositions | 7,082 | — | ||||||
Add: 3Q17 asset impairment charges related to accelerated disposition of corporate real estate and other properties | 1,168 | — | ||||||
Add/Subtract: Investment securities losses (gains), net | 289 | (6,011 | ) | |||||
Add: Decrease in fair value of private equity investments, net | 3,093 | 1,026 | ||||||
Subtract: Cabela’s Transaction Fee | (75,000 | ) | — | |||||
Subtract: Income tax benefit related topre-2017 R&D credits and state taxes | (4,847 | ) | — | |||||
Add/Subtract: Tax effect of adjustments | 1,337 | (6,838 | ) | |||||
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Adjusted net income | $ | 319,290 | 258,426 | |||||
Total average assets | $ | 30,787,288 | 29,480,950 | |||||
Return on average assets | 0.89 | % | 0.84 | |||||
Adjusted return on average assets | 1.04 | % | 0.88 | |||||
Adjusted Net Income per Common Share, Diluted | ||||||||
Net income available to common shareholders | $ | 265,236 | 236,546 | |||||
Add: Earnout liability adjustments | 3,759 | — | ||||||
Add: Income tax expense related to effects of Federal Tax Reform | 47,181 | — | ||||||
Add: Litigation settlement/contingency expense | 701 | 2,511 | ||||||
Add: Restructuring charges, net | 7,014 | 8,267 | ||||||
Add: Fair value adjustment to Visa derivative | — | 5,795 | ||||||
Add: Loss on early extinguishment of debt, net | 23,160 | 4,735 | ||||||
Add: Merger-related expense | 110 | 1,636 |
B-2 | - 2018 Proxy Statement |
APPENDIX B: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES
Adjusted Net Income per Common Share, Diluted (continued)
Years Ended December 31, | ||||||||
(in thousands, except per share data) | 2017 | 2016 | ||||||
Add: Amortization of intangibles | 1,059 | 521 | ||||||
Add: 3Q17 provision expense on loans transferred to loansheld-for-sale | 27,710 | — | ||||||
Add: 3Q17 discounts to fair value for competed or planned ORE accelerated dispositions | 7,082 | — | ||||||
Add: 3Q17 asset impairment charges related to accelerated disposition of corporate real estate and other properties | 1,168 | — | ||||||
Add/Subtract: Investment securities losses (gains), net | 289 | (6,011 | ) | |||||
Add: Decrease in fair value of private equity investments, net | 3,093 | 1,026 | ||||||
Subtract: Cabela’s Transaction Fee | (75,000 | ) | — | |||||
Subtract: Income tax benefit related topre-2017 R&D credits and state taxes | (4,847 | ) | — | |||||
Add/Subtract: Tax effect of adjustments | 1,337 | (6,838 | ) | |||||
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Adjusted net income available to common shareholders | $ | 309,052 | 248,188 | |||||
Weighted average common shares outstanding-diluted | 122,012 | 125,078 | ||||||
Adjusted net income per common share, diluted | $ | 2.53 | 1.98 |
Years Ended December 31, | ||||||||
(dollars in thousands) | 2017 | 2016 | ||||||
Adjusted Return on Average Common Equity and Adjusted Return on Average Tangible Common Equity | ||||||||
Net income available to common shareholders | $ | 265,236 | 236,546 | |||||
Add: Earnout liability adjustments | 3,759 | — | ||||||
Add: Income tax expense related to effects of Federal Tax Reform | 47,181 | — | ||||||
Add: Litigation settlement/contingency expense | 701 | 2,511 | ||||||
Add: Restructuring charges, net | 7,014 | 8,267 | ||||||
Add: Fair value adjustment to Visa derivative | — | 5,795 | ||||||
Add: Loss on early extinguishment of debt, net | 23,160 | 4,735 | ||||||
Add: Merger-related expense | 110 | 1,636 | ||||||
Add: Amortization of intangibles | 1,059 | 521 | ||||||
Add: 3Q17 provision expense on loans transferred to loansheld-for-sale | 27,710 | — | ||||||
Add: 3Q17 discounts to fair value for completed or planned ORE accelerated dispositions | 7,082 | — | ||||||
Add: 3Q17 asset impairment charges related to accelerated disposition of corporate real estate and other properties | 1,168 | — | ||||||
Add/Subtract: Investment securities losses (gains), net | 289 | (6,011 | ) | |||||
Add: Decrease in fair value of private equity investments, net | 3,093 | 1,026 | ||||||
Subtract: Cabela’s Transaction Fee | (75,000 | ) | — | |||||
Subtract: Income tax benefit related topre-2017 R&D credits and state taxes | (4,847 | ) | — | |||||
Add/Subtract: Tax effect of adjustments | 1,337 | (6,838 | ) | |||||
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| |||||
Adjusted net income available to common shareholders | $ | 309,052 | 248,188 | |||||
Total average shareholders’ equity less preferred stock | $ | 2,844,570 | 2,813,526 | |||||
Subtract: Goodwill | (57,779 | ) | (32,151 | ) | ||||
Subtract: Other intangible assets, net | (12,030 | ) | (269 | ) | ||||
|
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|
| |||||
Total average tangible shareholders’ equity less preferred stock | $ | 2,774,761 | 2,781,106 | |||||
Return on average common equity | 9.32 | % | 8.41 | |||||
Adjusted return on average common equity | 10.86 | % | 8.82 | |||||
Return on average tangible common equity | 9.58 | % | 8.52 | |||||
Adjusted return on average tangible common equity | 11.14 | % | 8.92 |
- 2018 Proxy Statement B-3
APPENDIX B: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES
(dollars in thousands) | Year Ended December 31, 2017 | |||
Adjusted NetCharge-off Ratio | ||||
Net charge-offs | $ | 69,675 | ||
Subtract: Charge-offs on loans transferred toheld-for-sale during 3Q17 | (34,235 | ) | ||
|
| |||
Net charge-offs, excluding charge-offs on loans transferred toheld-for-sale | $ | 35,440 | ||
Average total loans | $ | 24,384,519 | ||
Netcharge-off ratio, as reported | 0.29 | % | ||
Adjusted net chargeoff-ratio, excluding 3Q17 transfers toheld-for-sale | 0.15 | % |
(in thousands, except per share data) | December 31, | |||||||
2017 | 2016 | |||||||
Tangible Book Value per Common Share | ||||||||
Total shareholders’ equity | $ | 2,961,566 | 2,927,924 | |||||
Subtract: Series C Preferred Stock | (125,980 | ) | (125,980 | ) | ||||
Common equity | 2,835,586 | 2,801,944 | ||||||
Subtract: Goodwill | (57,315 | ) | (59,678 | ) | ||||
Subtract: Other intangible assets, net | (11,254 | ) | (13,223 | ) | ||||
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| |||||
Tangible Common Equity | $ | 2,767,017 | 2,729,043 | |||||
Common shares outstanding | 118,897 | 122,266 | ||||||
Book value per common share | $ | 23.85 | $ | 22.92 | ||||
Tangible book value per common share | 23.27 | 22.32 |
Non-GAAP Financial Measures-Incentive Plans
The measures entitled core earnings, adjustedpre-provision net revenue, and adjusted efficiency ratio are not measures recognized under GAAP and totaltherefore are considerednon-GAAP financial measures. We usenon-GAAP financial measures in our incentive plans, specifically weighted average depositsreturn on average assets, as adjusted, for our long-term incentive plan and core earnings, adjustedpre-provision net revenue, and adjusted efficiency ratio for our short-term incentive plan. The most comparable GAAP measures are return on average assets, net income, income before income taxes, and efficiency ratio, respectively. We believe that thesenon-GAAP financial measures more accurately reflect our core performance so that participants are neither rewarded nor penalized for items that arenon-recurring, unusual or not indicative of ongoing operations. Return on average assets, as adjusted, core earnings and adjustedpre-provision net revenue are measures utilized by management to evaluate operating results exclusive of items that are not indicative of ongoing operations, items that impactperiod-to-period comparisons, and items that impact comparisons to other financial institutions. The adjusted efficiency ratio is a measure utilized by management to measure the results from expense management, exclusive of items that are not indicative of ongoing operations as well as items that impactperiod-to-period comparisons. Thesenon-GAAP financial measures should not be considered as substitutes for net income, income before income taxes, and the efficiency ratio determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies.
The computations of adjustednon-interest expense, adjusted efficiency ratio, and average core transaction deposit accounts, and the reconciliation of these measures to totalnon-interest expense, efficiency ratio, and total average deposits are set forth in the tables below.
Years Ended December 31, | ||||||||
(Dollars in thousands) | 2016 | 2015 | ||||||
AdjustedNon-interest Expense | ||||||||
Totalnon-interest expense | $ | 755,923 | 717,655 | |||||
Litigation contingency/settlement expenses(1) | (2,511 | ) | (5,110 | ) | ||||
Restructuring charges | (8,267 | ) | (36 | ) | ||||
Fair value adjustment to Visa derivative | (5,795 | ) | (1,464 | ) | ||||
Loss on early extinguishment of debt, net | (4,735 | ) | (1,533 | ) | ||||
Merger-related expense | (1,636 | ) | — | |||||
Amortization of intangibles | (521 | ) | (503 | ) | ||||
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| |||||
Adjustednon-interest expense | $ | 732,458 | 709,009 | |||||
Adjusted Efficiency Ratio | ||||||||
Adjustednon-interest expense | $ | 732,458 | 709,009 | |||||
Foreclosed real estate expense, net | (12,838 | ) | (22,803 | ) | ||||
Other credit costs(1) | (6,701 | ) | (8,853 | ) | ||||
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Adjustednon-interest expense excluding credit costs | $ | 712,919 | 677,353 | |||||
Net interest income | 899,180 | 827,318 | ||||||
Tax equivalent adjustment | 1,285 | 1,304 | ||||||
Totalnon-interest income | 273,194 | 267,920 | ||||||
Investment securities gains, net | (6,011 | ) | (2,769 | ) | ||||
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| |||||
Total revenues | $ | 1,167,648 | 1,093,773 | |||||
Efficiency ratio | 64.74% | 65.61% | ||||||
Adjusted efficiency ratio | 61.06% | 61.93% | ||||||
12/31/2016 | 12/31/2015 | |||||||
Average Core Transaction Deposit Accounts | ||||||||
Average total deposits | $ | 23,880,021 | 22,551,679 | |||||
Average brokered deposits | (1,306,217 | ) | (1,421,949 | ) | ||||
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Average core deposits | 22,573,804 | 21,129,730 | ||||||
Average state, county, and municipal (SCM) deposits | (2,295,266 | ) | (2,232,437 | ) | ||||
Average time deposits, excluding SCM deposits | (3,145,027 | ) | (3,202,308 | ) | ||||
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Average core transaction deposit accounts | $ | 17,133,511 | 15,694,985 |
B-4 |
- 2017 Proxy Statement C-1
APPENDIX C:B: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES
Non-GAAP Financial Measures-Incentive Plans
The measures entitled core earnings and core deposits are not measures recognized under U.S. GAAP and therefore are considered non-GAAP measures. We use non-GAAP financial measures in our incentive plans, specifically core earnings and core deposits for our short-term incentive plan and weighted average return on average assets, as adjusted, for the PSUs granted under our long-term incentive plan. The most comparable GAAP measures are net income available to common shareholders and total deposits, respectively. We believe these measures more accurately reflect Synovus’ core performance so that participants are neither rewarded nor penalized for items that are non-recurring, unusual or not indicative of ongoing operations. Core earnings are a measure used by management to evaluate financial results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Core deposits are a measure used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. These non-GAAP financial measures should not be viewed as a substitute for net income available to common shareholders and total deposits determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. The computations of core earnings and core deposits and the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the following tables.
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) | 2016 | 2015 | 2014 | |||||||||
Net income | $ | 246,784 | $ | 226,082 | $ | 195,249 | ||||||
Adjustments: | ||||||||||||
Add: Litigation settlement/contingency expense | 2,511 | 5,110 | 12,812 | |||||||||
Add: Loss (gain) on sale/disposition of assets | (68 | ) | 1,937 | 424 | ||||||||
Add: Restructuring charges | 8,267 | 36 | 20,585 | |||||||||
Add: Merger-related expense | 1,636 | — | — | |||||||||
Total adjustments | 12,346 | 7,083 | 33,821 | |||||||||
Tax effect of adjustments | (4,568 | ) | (2,621 | ) | (12,176 | ) | ||||||
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Adjusted net income | $ | 254,562 | $ | 230,544 | $ | 216,894 | ||||||
Average assets | 29,480,950 | 28,098,958 | 26,536,325 | |||||||||
Return on average assets | 0.84% | 0.80% | 0.74% | |||||||||
Return on average assets, as adjusted | 0.863% | 0.820% | 0.817% | |||||||||
Weighting per year | 50% | 25% | 25% | |||||||||
3-Year weighted average return on average assets, as adjusted* | 0.839% |
Years Ended December 31, | ||||||||||||
(dollars in thousands) | 2017 | 2016 | 2015 | |||||||||
Net income | $ | 275,474 | $ | 246,784 | $ | 226,082 | ||||||
Adjustments: | ||||||||||||
Add: Litigation settlement/contingency expense | 701 | 2,511 | 5,110 | |||||||||
Subtract/Add: (Gain) loss on sale/disposition assets | (37,332 | ) | (68 | ) | 1,937 | |||||||
Add: Restructuring charges | 7,014 | 8,267 | 36 | |||||||||
Add: Changes in accounting or tax laws | 47,181 | — | — | |||||||||
Add: Earnout liability adjustments | 3,759 | — | — | |||||||||
Add: Merger-related expense | 110 | 1,636 | — | |||||||||
Total adjustments | 21,433 | 12,346 | 7,083 | |||||||||
Tax effect of adjustments | 10,918 | (4,568 | ) | (2,621 | ) | |||||||
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| |||||||
Adjusted net income | $ | 307,825 | $ | 254,562 | $ | 230,544 | ||||||
Average assets | 30,787,288 | 29,480,950 | 28,098,958 | |||||||||
Return on average assets | 0.89 | % | 0.84 | % | 0.80 | % | ||||||
Return on average assets, as adjusted | 1.000 | % | 0.863 | % | 0.820 | % | ||||||
Weighting per year | 50 | % | 25 | % | 25 | % | ||||||
3-Year weighted average return on average assets, as adjusted | 0.921 | % |
Non-GAAP financial measures used to determine the payments under the cash-based short termshort-term incentive plan:
The following table reconcilescomputations of core earnings, adjustedpre-provision net revenue, and adjusted efficiency ratio and the reconciliation of these measures to net income, available to common shareholders to core earnings.income before taxes, and efficiency ratio are set forth in the tables below.
(Dollars in thousands) | Year Ended December 31, 2016 | |||
Net income available to common shareholders | $ | 236,546 | ||
Add: Litigation settlement/contingency expenses | 2,511 | |||
Add: Merger-related expense | 1,636 | |||
Add: Loss on early extinguishment of debt, net | 4,735 | |||
Add: Fair value adjustment to Visa derivative | 5,795 | |||
Add: Restructuring charges | 8,267 | |||
Deduct: Investment securities gains, net | (6,011 | ) | ||
Total adjustments | 16,933 | |||
Tax effect of Adjustments | (6,197) | |||
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Core earnings | $ | 247,282 |
(in thousands) | Year Ended December 31, 2017 | |||
Core Earnings | ||||
Net income before preferred dividends | $ | 275,474 | ||
Deduct: Cabela’s Transaction Fee | (75,000 | ) | ||
Add: Income tax expense related to effects of Federal Tax Reform | 47,181 | |||
Add: Loss on early extinguishment of debt | 23,160 | |||
Add: 3Q17 provision expense on loans transferred to loansheld-for-sale | 27,710 | |||
Add: 3Q17 discounts to fair value for completed or planned other real estate accelerated dispositions | 7,082 | |||
Add: 3Q17 asset impairment charges related to accelerated disposition of corporate real estate and other properties | 1,168 | |||
Add: Restructuring charges, net | 7,014 | |||
Add: Earnout liability adjustments | 3,759 | |||
Add: Litigation settlement/contingency expense | 701 | |||
Add: Merger-related expense | 110 | |||
Add: Amortization of intangibles | 1,059 | |||
Add: Investment securities losses, net | 289 | |||
Deduct: Tax effect of adjustments | 2,415 | |||
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| |||
Core Earnings | $ | 322,122 |
- 2018 Proxy Statement B-5
APPENDIX B: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES
(in thousands) | Year Ended December 31, 2017 | |||
AdjustedPre-Provision Net Revenue | ||||
Income before income taxes | $ | 480,138 | ||
Add: Provision for loan losses | 67,185 | |||
Deduct: Cabela’s Transaction Fee | (75,000 | ) | ||
Add: Loss on early extinguishment of debt | 23,160 | |||
Add: 3Q17 discounts to fair value for completed or planned other real estate accelerated dispositions | 7,082 | |||
Add: 3Q17 asset impairment charges related to accelerated disposition of corporate real estate and other properties | 1,168 | |||
Add: Restructuring charges | 7,014 | |||
Add: Earnout liability adjustments | 3,759 | |||
Add: Litigation settlement/contingency expense | 701 | |||
Add: Merger-related expense | 110 | |||
Add: Amortization of intangibles | 1,059 | |||
Add: Investment securities losses, net | 289 | |||
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| |||
AdjustedPre-Provision Net Revenue | $ | 516,665 |
(dollars in thousands) | Year Ended December 31, 2017 | |||
Adjusted Efficiency Ratio | ||||
Totalnon-interest expense | $ | 821,313 | ||
Deduct: Loss on early extinguishment of debt | (23,160 | ) | ||
Deduct: Foreclosed real estate expense and other credit costs | (13,292 | ) | ||
Deduct: 3Q17 asset impairment charges related to accelerated disposition of corporate real estate and other properties | (1,168 | ) | ||
Deduct: Restructuring charges | (7,014 | ) | ||
Deduct: Earnout liability adjustments | (3,759 | ) | ||
Deduct: Litigation settlement expenses | (701 | ) | ||
Deduct: Merger-related expense | (110 | ) | ||
Deduct: Amortization of intangibles | (1,059) | |||
|
| |||
AdjustedNon-Interest Expense | $ | 771,050 | ||
|
| |||
Net interest income | $ | 1,023,309 | ||
Taxable equivalent adjustment | 1,124 | |||
Totalnon-interest income | 345,327 | |||
Add: Investment securities losses, net | 289 | |||
|
| |||
Total revenues | $ | 1,370,049 | ||
Deduct: Cabela’s Transaction Fee | (75,000) | |||
Add: Decrease in fair value of private equity investments, net | 3,093 | |||
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| |||
Adjusted Revenues | $ | 1,298,142 | ||
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| |||
Efficiency Ratio | 59.95 | % | ||
(totalnon-interest expense divided by total revenues) | ||||
Adjusted Efficiency Ratio | 59.40 | %(1) | ||
(adjustednon-interest expense divided by adjusted revenues) |
(1) | The adjusted efficiency ratio as shown herein excludes expenses related to foreclosed real estate ($12.5 million) and other credit costs consisting primarily of expenses related tonon-performing loans ($752 thousand), consistent with the Adjusted Efficiency Ratio presentation in effect as of the date when the short-term incentive terms were approved. Subsequent to this date, Synovus changed its presentation of the Adjusted Efficiency Ratio so that it no longer excludes costs associated with foreclosed real estate and other credit costs. Accordingly, the Adjusted Efficiency Ratio as shown elsewhere in this Proxy Statement and in our Form10-K shows a different result (59.87% for the year ended December 31, 2017). |
- |
APPENDIX C: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES
The following table reconciles average total deposits to average core deposits.
(Dollars in thousands) | 12/31/16 | 12/31/15 | % increase | |||||||||
Total average deposits | $ | 23,880,021 | 22,551,679 | 5.89% | ||||||||
Deduct: Average brokered deposits | (1,306,217 | ) | (1,421,949 | ) | ||||||||
Deduct: Average state, county, and municipal deposits | (2,285,430 | ) | (2,232,438 | ) | ||||||||
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| |||||||||
Total average core deposits | $ | 20,288,374 | 18,897,292 | 7.36% |
- 2017 Proxy Statement C-3
VOTE BY INTERNET -www.proxyvote.com | ||
SYNOVUS FINANCIAL CORP. | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |
POST OFFICE BOX 120 | ||
COLUMBUS, GA 31902-0120 | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | |
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||
VOTE BY PHONE -1-800-690-6903 | ||
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. If you vote by phone, all of the shares will be voted as one vote per share. See Voting Instructions at investor.synovus.com/ | ||
VOTE BY MAIL | ||
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||
KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
SYNOVUS FINANCIAL CORP. | ||||||||||||||||||||||||||||
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ITEMS 1A THROUGH | 3. | |||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR the following proposals: | ||||||||||||||||||||||||||||
1. | To elect the following | For | Against | Abstain | ||||||||||||||||||||||||
1A. Catherine A. Allen | ☐ | ☐ | ☐ | For | Against | Abstain | ||||||||||||||||||||||
1B. Tim E. Bentsen | ☐ | ☐ | ☐ | ☐ | ☐ | ☐ | ||||||||||||||||||||||
1C. F. Dixon Brooke, Jr. | ☐ | ☐ | ☐ | ☐ | ☐ | ☐ | ||||||||||||||||||||||
1D. Stephen T. Butler | ☐ | ☐ | ☐ | 1N. Philip W. Tomlinson | ☐ | ☐ | ☐ | |||||||||||||||||||||
1E. Elizabeth W. Camp | ☐ | ☐ | ☐ | |||||||||||||||||||||||||
1F. Diana M. Murphy 1G. Jerry W. Nix | ☐
☐ | ☐
☐ | ☐
☐ | 2. | To approve, on an advisory basis, the compensation of Synovus’ named executive officers as determined by the Compensation Committee. | |||||||||||||||||||||||
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| ☐ | ☐ | ☐ | ||||||||||||||||||||||
1H. |
☐ |
☐ |
☐ | To ratify the appointment of KPMG LLP as Synovus’ independent auditor for the year | ☐ | ☐ | ☐ | |||||||||||||||||||||
1I. |
☐ |
☐ |
☐ | |||||||||||||||||||||||||
1J. |
☐ |
☐ |
☐ | |||||||||||||||||||||||||
1K. Kessel D. Stelling | ☐ | ☐ | ☐ |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||
V.1.1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, 20162017 Annual Report and Voting Instructions are available at
investor.synovus.com/2017annualmeeting.2018annualmeeting.
E17136-P85576E38259-P01430-Z71688
SYNOVUS FINANCIAL CORP.
BLANCHARD HALL, COLUMBUSSYNOVUS BANK, AND TRUST COMPANY, 1144 BROADWAY, COLUMBUS,
GEORGIA 31901
20172018 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 20, 201726, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
By signing on the reverse side, I hereby appoint Kevin S. Blair and Liliana C. McDaniel as Proxies, each of them singly and each with power of substitution, and hereby authorize them to represent and to vote as designated on the reverse side all the shares of common stock of Synovus Financial Corp. held on record by me or with respect to which I am entitled to vote on February 16, 201722, 2018 at the 20172018 Annual Meeting of Shareholders to be held on April 20, 201726, 2018 or any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THIS PROXY IS SIGNED AND RETURNED AND DOES NOT SPECIFY A VOTE ON ANY PROPOSAL, THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
The Board of Directors is not aware of any matters likely to be presented for action at the 20172018 Annual Meeting of Shareholders other than the matters listed herein. However, if any other matters are properly brought before the Annual Meeting, the persons named in this Proxy or their substitutes will vote upon such other matters in accordance with their best judgment. This Proxy is revocable at any time prior to its use.
By signing on the reverse side, I acknowledge receipt of NOTICE of the ANNUAL MEETING and the PROXY STATEMENT and hereby revoke all Proxies previously given by me for the ANNUAL MEETING.
IN ADDITION TO VOTING AND SIGNING THE PROXY, YOU MUST ALSO COMPLETE AND SIGN THE CERTIFICATION BELOW TO BE ENTITLED TO TEN VOTES PER SHARE.
To the best of my knowledge and belief, the information provided herein is true and correct. I understand that the Board of Directors of Synovus Financial Corp. may require me to provide additional information or evidence to document my beneficial ownership of these shares and I agree to provide such evidence if so requested.
PLEASE COMPLETE AND SIGN THE CERTIFICATION BELOW |
(Continued and to be marked, dated, and signed on the other side)
DESCRIPTION OF VOTING RIGHTS
In accordance with the Company’s Articles of Incorporation and Bylaws, shares of the Company’s Common Stock that meet certain criteria are entitled to 10 votes per share. A complete description of the criteria under which shares are entitled to 10 votes per share is included in the Proxy Statement for the Annual Meeting and atinvestor.synovus.com/2017annualmeeting2018annualmeeting.
Shares of Common Stock are presumed to be entitled to one vote per share unless this presumption is rebutted by providing evidence to the contrary to the Company and its Board of Directors.Shareholders desiring to rebut this presumption should complete and execute the certification below. The Company and its Board of Directors reserve the right to require evidence to support the certification.
Certification
Under the penalties of perjury, I do solemnly swear that I am entitled to the number of votes set forth below:
Shares @ 1 vote | 1 Vote/Share | = | Votes | I agree to provide evidence to support this Certification at the request of the Company. | ||||
Shares @ 10 votes |
10 Vote/Share
Total |
=
= |
Votes
Votes | Sign here X Date , |
V.1.1