DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-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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Filed by the Registrant þ
Filed by a party other than the Registrant ¨
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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SYNOVUS FINANCIAL CORP. |
(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
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Notice of the 2016 Annual
Meeting of Shareholders
Thursday, April 21, 2016
10:00 a.m.
Blanchard Hall, Columbus Bank and Trust Company, 1144 Broadway, Columbus, Georgia 31901
Items of Business:
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To elect as directors the 12 nominees named in this Proxy Statement; |
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To hold an advisory vote on the compensation of Synovus named executive officers as determined by the Compensation Committee; |
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To ratify the appointment of KPMG LLP as Synovus independent auditor for the year 2016; and |
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To transact such other business as may properly come before the meeting and any adjournment thereof. |
Who may vote:
You can vote if you were a shareholder of record on February 18, 2016.
Annual Report:
A copy of the 2015 Annual Report accompanies
this Proxy Statement.
Your vote is important. Please vote in one of the following ways:
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Use the toll-free telephone number shown on your proxy card; |
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Visit the Internet website listed on your proxy card; |
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Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope provided; or |
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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
Companys proxy solicitor, toll-free at (888) 750-5834. Banks and brokers may call collect at (212) 750-5833.
This Notice of the 2016
Annual Meeting of Shareholders and the accompanying Proxy Statement are sent by order of the Board of Directors.
March 11, 2016
Allan E. Kamensky
Secretary
YOUR VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE VOTE YOUR
SHARES PROMPTLY BY TELEPHONE OR INTERNET VOTING OR BY SIGNING AND RETURNING YOUR EXECUTED PROXY CARD.
Table of Contents
PROXY STATEMENT SUMMARY
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement and in our Annual Report on Form 10-K for the year ended December 31, 2015
(the 2015 Annual Report) which accompanies this Proxy Statement. You should read the entire Proxy Statement and our 2015 Annual Report carefully before voting. We are first furnishing the proxy materials to our shareholders on or about
March 11, 2016.
Annual Meeting of Shareholders
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Time and Date: 10:00 a.m. on Thursday, April 21, 2016 |
Columbus Bank and Trust Company
1144 Broadway
Columbus, Georgia
31901
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Record Date: February 18, 2016 |
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Voting: Shareholders as of the record date are entitled to vote.
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How to Cast Your Vote
You can vote by any of the following methods:
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Telephone by calling the toll-free telephone number shown on your proxy card; |
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Internet by logging on the website for Internet voting shown on your proxy card;
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Mail by completing, dating, signing and returning your proxy card and certification; or |
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In person at the Annual Meeting.
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Meeting Agenda
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Election of 12 directors; |
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Advisory vote on the compensation of our named executive officers as determined by the Compensation Committee;
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Ratification of KPMG LLP as our independent auditor for the year 2016; and |
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Transaction of such other business as may properly come before the meeting.
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Voting Matters
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Matter |
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Board Vote Recommendation |
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Page Reference
(for more information) |
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Election of 12 directors |
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FOR each director nominee |
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Page 17 |
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Advisory vote on the compensation of our named executive officers as determined by the Compensation Committee |
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FOR |
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Page 21 |
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Ratification of KPMG LLP as independent auditor for the year 2016 |
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FOR |
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Page 22 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
PROXY STATEMENT SUMMARY
2015 Financial Performance
Synovus 2015 financial results reflected strong performance with double digit growth in net income and balanced
loan growth supported by strong core deposits. Significant accomplishments during 2015 include the following:
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Earnings growthNet income available to common shareholders for 2015 was $215.8 million, a 16.7% increase from $185.0 million in 2014. Diluted
earnings per share was $1.62 for 2015, up 22.0% from 2014. |
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Loan growthTotal loans grew by $1.33 billion or 6.3% from a year ago to $22.43 billion, driven by solid, diversified growth across the entire loan
portfolio. |
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Deposit growthTotal average deposits increased $1.58 billion, or 7.6%, to $22.55 billion in 2015 from $20.97 billion in 2014. Average core deposits
increased $1.60 billion or 8.2% from 2014 driven by an increase in money market and non-interest bearing demand deposits. |
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Continued broad-based improvement in credit qualityCredit quality continued to improve. Non-performing assets declined 24.9% to $215.4 million at
December 31, 2015. Our NPA ratio was 0.96% as of December 31, 2015, down 39 b.p.s from December 31, 2014. Additionally, the net charge-off ratio declined 26 b.p.s to 0.13% compared to 0.39% in 2014.
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Continued focus on expense managementTotal non-interest expense for 2015 was $717.7 million, a 3.7% decrease compared to 2014. Adjusted non-interest
expense was $677.9 million in 2015, an increase of $2.1 million, or 0.3%, from 2014 as we continued to make strategic investments in technology and talent while also increasing productivity and efficiency. |
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Return of capital to shareholders while maintaining strong capital levelsWe completed the $250 million common stock repurchase program announced in
the fourth quarter of 2014, and during the third quarter of 2015 authorized a new $300 million share repurchase program to be completed over the next 15 months. Additionally, we announced a 20% increase in our quarterly common stock
dividend from $0.10 to $0.12 per share, effective with the dividend paid on January 4, 2016. Capital levels remained strong, including the common equity Tier 1 ratio which ended the year at 10.37%, well above capital adequacy regulatory
requirements. |
For more information regarding our 2015 financial performance and for a reconciliation of any non-GAAP financial
measures, please refer to the full discussion of Synovus financial results of operations for 2015 in our 2015 Annual Report that accompanies this Proxy Statement.
2015 Compensation
The compensation of executives in 2015 reflects Synovus
performance and our executive compensation program (established in 2014 following our exit from the Troubled Asset Relief Program, or TARP) reflects our pay for performance philosophy. For example:
Base Salaries
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The Chief Executive Officer and other named executive officers (with one exception, as more fully described in the Executive Compensation
Compensation Discussion and Analysis section of this Proxy Statement) received 3% cash base salary increases, consistent with the base salary increases for other team members.
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We eliminated salary stock unit awards to executive officers as we completed the transition to a post-TARP executive compensation program.
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Short-Term Incentives
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Our cash-based annual incentive plan, which was reintroduced in 2014, was continued in 2015. Short-term incentive award opportunities were increased from 2014 as
we completed the transition to our post-TARP compensation program. For 2015, the formulaic component of our annual incentive was based 50% on core earnings, 25% on loan growth and 25% on growth in core deposits. Our Compensation Committee also
evaluates several discretionary factors in determining the final payout. The actual payment could range from 0% to 150% of the target for each executive based upon Synovus performance relative to the formulaic measures and the
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discretionary factors. Target awards for 2015, expressed as a percentage of base salary, were 100% for Kessel D. Stelling, 70% for each of Thomas J. Prescott and Allen J. Gula, Jr. and 60% for
each of Allan E. Kamensky and J. Barton Singleton. Based upon our actual 2015 performance compared to the performance goals established for 2015, and consideration of each of the discretionary factors listed below, annual short-term incentive award
payouts ranged from 120% to 129% of target for each named executive officer. |
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The following chart summarizes the provisions of our short-term incentive program:
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Form of Award |
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Payout Formula Measures |
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Payout Range |
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Discretionary Adjustment Factors |
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Core Earnings (50%) Loan Growth (25%) Growth in Core Deposits (25%) |
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0% to
150% of Target |
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Credit Quality, Expense Management, Quality of Earnings, Regulatory Compliance, Risk Management, Total Shareholder Return, Individual
Performance |
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 3
PROXY STATEMENT SUMMARY
Long-Term Incentives
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Our long-term incentive program for executive officers is comprised of two equity vehicles which link our executives compensation to performance results:
performance stock unit awards, or PSUs, and market restricted stock unit awards, or MRSUs. |
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The PSUs have both a performance vesting component (based upon our weighted average Return on Average Assets, or ROAA, over a three-year performance period, as
defined) and a service vesting component (100% after three years of service). The PSUs will only vest if the three-year weighted average ROAA meets or exceeds the performance criteria established by the Compensation Committee, which are based upon
Synovus strategic plan objectives. The actual payout of the PSUs can range from 0% to 150% of the target amount based upon the performance results.
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MRSUs have a service-based vesting component, vesting one-third annually over a three-year period. In addition, the MRSUs feature performance criteria such that
the number of MRSUs that vest each year will be adjusted upward or downward up to 25% based upon Synovus total shareholder return during the year. |
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Because of our stock ownership guidelines and hold until retirement requirements, executive officers hold a significant amount of Synovus common
stock, further aligning their interests with shareholders interests. |
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The following chart summarizes the provisions of our long-term incentive program:
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Form of Award |
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Vesting |
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Payout Formula Measures |
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Payout Range |
Performance Stock Units
(50% of award value) |
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100% after 3 years |
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Weighted Return on Average Assets (possible
downward discretionary adjustment based upon risk considerations see page 35) |
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0% to 150% of Award Amount |
Market Restricted Stock Units (50% of award value) |
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1/3 per year over 3 years
(33 1/3% per year) |
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Total Shareholder Return (possible downward discretionary adjustment based upon risk considerations see page 35) |
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75% to 125% of Award Amount |
We believe that the compensation delivered to each named executive officer in 2015 was fair and reasonable.
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
VOTING INFORMATION
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 2016 Annual Meeting of Shareholders, or Annual Meeting, which will be held on April 21, 2016, at 10:00 a.m., at Blanchard Hall, Columbus Bank and Trust Company, 1144 Broadway,
Columbus, Georgia 31901. Proxies are solicited to give all shareholders of record an opportunity to vote on matters to be presented at the Annual Meeting. In the following pages of this Proxy
Statement, you will find information on matters to be voted upon at the Annual Meeting or any adjournment of that meeting.
Internet Availability of Proxy Materials
As permitted by the federal securities laws, Synovus is making this Proxy Statement and its 2015 Annual Report
available to its shareholders via the Internet instead of mailing printed copies of these materials to each shareholder. On March 11, 2016, 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 2015 Annual Report. These proxy
materials are being made available to our shareholders on or about March 11, 2016. The Notice also provides instructions regarding how to access your proxy card to vote through the Internet or by telephone. The Proxy Statement
and 2015 Annual Report are also available on our website at investor.synovus.com/2016annualmeeting.
If you received a Notice by mail, you will not receive a printed copy of the proxy materials by mail unless you request printed materials. If you wish to receive
printed proxy materials, you should follow the instructions for requesting such materials contained on the Notice.
If you receive more than one Notice,
it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the Internet or by telephone or sign and return by mail all proxy cards.
Who Can Vote
You are entitled to vote if you were a shareholder of record of Synovus common stock as of the close of business on
February 18, 2016. 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 brokers proxy card and bring it to the Annual Meeting in order to vote at the
Annual Meeting.
Quorum and Shares Outstanding
A majority of the votes entitled to be cast
by the holders of the outstanding shares of Synovus common stock must be present, either in person or represented by proxy, in order to conduct the Annual Meeting. This is referred to as a quorum. On February 18, 2016, 126,613,996 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 Boards recommendations as follows:
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FOR the election of each of the 12 director nominees named in this Proxy Statement; |
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FOR the advisory vote on the compensation of Synovus named executive officers as determined by the Compensation Committee; and
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FOR the ratification of the appointment of KPMG LLP as Synovus independent auditor for the year 2016. |
The designated proxies will vote in their discretion on any other matter that may properly come before the Annual Meeting. At this time, we are unaware of any
matters, other than as set forth above, that may properly come before the Annual Meeting.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 5
VOTING INFORMATION
Required Votes
The number of affirmative votes required to approve each of the proposals to be considered at the Annual Meeting is described below:
Proposal 1 Election of 12 Directors
To be elected, each of the 12 director nominees named in this Proxy Statement must receive more votes cast
for such nominees election than votes cast against such nominees election. If a nominee who currently is serving as a director does not receive the required vote for re-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 Boards acceptance of such resignation. In that situation, our Corporate Governance and Nominating Committee
would consider the resignation and make a recommendation to the Board of Directors about whether to accept or reject such resignation and publicly disclose its decision within 90 days following certification of the shareholder vote.
All Other Proposals
For all of the other proposals described in this Proxy Statement, the affirmative vote of a majority of the votes cast is required to approve each such proposal.
Abstentions and Broker Non-Votes
Under certain circumstances, including the election of directors and matters involving executive compensation, 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 broker non-vote. In these cases, for as long as
a routine matter is also being voted on, and in cases where the shareholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect
to those matters. Whether a
bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for
beneficial owners who have not provided voting instructions only with respect to Proposal 3 but not with respect to any of the other proposals to be voted on at the Annual Meeting.
Abstentions and broker non-votes will have no effect on any of the proposals to be considered at the Annual Meeting.
How You Can Vote
If you hold shares in your own name, you may vote by
proxy or in person at the Annual Meeting. To vote by proxy, you may select one of the following options:
Vote By Telephone
You can vote your shares by telephone by calling the toll-free telephone number (at no cost to you) shown on your
proxy card. Telephone voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April 20, 2016. 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.
Vote By Internet
You can also choose to vote on the Internet. The website for Internet voting is shown on your proxy card. Internet
voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April 20, 2016. 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 brokers proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of
identification at the Annual Meeting.
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
VOTING INFORMATION
Description of Voting Rights
We have a voting structure under which a holder of our common stock may be entitled to exercise ten votes per share
for each of his or her shares that satisfy certain prescribed criteria and one vote per share for each of his or her shares that does not. As provided in Synovus Articles of Incorporation and bylaws, holders of Synovus common stock meeting any
one of the following criteria are entitled to ten votes on each matter submitted to a vote of shareholders for each share of Synovus common stock owned on February 18, 2016 which: (1) has had the same beneficial owner since April 24,
1986; or (2) has been beneficially owned continuously by the same shareholder since February 18, 2012; 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 for 10-1 voting and some shares that do not. Holders of our common stock are entitled to one vote per share unless the holder
can demonstrate that the shares meet one of the criteria above for being entitled to ten votes per share.
For purposes of the foregoing, any share of
our common stock held in street or nominee name shall be presumed to have been acquired by the beneficial owner subsequent to April 24, 1986 and to have had the same beneficial owner for a continuous period of less than
48 months prior to February 18, 2016. 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 18, 2016.
In addition, for purposes of the foregoing, a beneficial owner of a share of our common stock is defined to include a person or group of persons
who, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the
voting of such share of common stock, (2) investment power, which includes the power to direct the sale or other disposition of such share of common stock, (3) the right to receive, retain or direct the distribution of the proceeds of any
sale or other disposition of such share of common stock, or (4) the right to receive or direct the disposition of any distributions, including cash dividends, in respect of such share of common stock.
Shares of Synovus common stock are presumed to be entitled to only one vote per share unless this presumption is rebutted by providing evidence to the contrary to
Synovus. Shareholders seeking to rebut this presumption should complete and execute the certification appearing on their proxy card. Synovus reserves the right to request additional documentation from you to confirm the voting power of your shares.
Because certifications must be in writing, if you choose to vote by telephone, all of your shares will be voted as one vote per share. Shareholders who do not certify on their proxies submitted by mail or internet that they are entitled to ten
votes per share or who do not present such a certification if they are voting in person at the Annual Meeting will be entitled to only one vote per share.
For more detailed information on your voting rights, please refer to the Synovus 10-1 Voting Instructions and an accompanying voting instruction worksheet that are available on our website at
investor.synovus.com/2016annualmeeting.
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 companys 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, the rule contains
a grandfather provision, under which Synovus ten vote provision falls, which, in general, permits grandfathered disparate voting rights plans to continue to operate as adopted. The number of votes that each shareholder will be
entitled to exercise at the Annual Meeting will depend upon whether each share held by the shareholder meets the requirements which entitle one share of Synovus common stock to ten votes on each matter submitted to a vote of shareholders. Such
determination will be made by Synovus based on information possessed by Synovus at the time of the Annual Meeting.
Synovus Stock Plans
If you participate in the Synovus Dividend Reinvestment and Direct Stock Purchase Plan, the Synovus Employee Stock Purchase Plan and/or the Synovus
Director Stock Purchase Plan, your proxy card represents shares held in the respective plan, as well as shares you hold directly in certificate form registered in the same name. If you hold shares of Synovus common stock through a 401(k) plan, you
will receive a separate proxy card representing those shares of Synovus common stock.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 7
VOTING INFORMATION
Revocation of Proxy
If you are a shareholder of record and vote by proxy, you may revoke that proxy at any time before it is voted at the
Annual Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us prior to the Annual Meeting, (2) voting again by telephone or on the Internet prior to 11:59 P.M., Eastern Time, on April 20,
2016, or (3) attending the Annual Meeting in person and casting a ballot.
If your Synovus shares are held by a bank, broker or other nominee, you must follow the instructions provided by the
bank, broker or other nominee if you wish to change or revoke your vote.
Attending the Annual Meeting
The Annual Meeting will be held on Thursday, April 21, 2016, at 10:00 a.m. at Blanchard Hall, Columbus Bank and
Trust Company, 1144 Broadway, Columbus, Georgia. Directions to Blanchard Hall may be obtained on our website at investor.synovus.com/2016annualmeeting. If you are unable to attend the meeting, you can listen to it live and view the slide
presentation over the Internet at investor.synovus.com/2016annualmeeting.
Additionally, we will maintain copies of the slides and audio of the presentation for the Annual Meeting on our
website for reference after the meeting. Information included on Synovus website, other than the Proxy Statement and form of proxy, is not a part of the proxy soliciting material.
Voting Results
You can find the preliminary voting results of the Annual
Meeting in Synovus Current Report on Form 8-K, which Synovus will file with the SEC no later than April 27, 2016.
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
Companys proxy solicitor, toll-free at (888) 750-5834. Banks and brokers may call collect at (212) 750-5833.
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
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 having sound corporate governance principles.
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:
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Annual elections of all directors; |
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Majority voting for director elections; |
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Continuing focus on Board refreshment with 7 of the 12 director nominees first elected to our Board within the past five years (with an average tenure of the 12
director nominees being 6.8 years); |
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11 of the 12 director nominees are independent; |
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An independent Lead Director; |
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Independent Audit, Compensation, Risk and Corporate Governance and Nominating Committees; |
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Risk oversight by the full Board and all Board committees; |
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Periodic rotation of Board committee leadership and composition; |
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Robust director education program to keep abreast of business and banking trends; risks and compliance issues; laws, regulations and
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requirements applicable to Synovus and to the banking industry; corporate governance best practices; and changes and developments in the industry; |
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Policies prohibiting the hedging, pledging and short sale of shares of Synovus stock by directors and executive officers; |
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Regular Board and Board committee self-evaluations, facilitated by an independent third party for the last two years; |
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No executives or management members serving on the Board other than the CEO; |
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Mandatory retirement of our directors upon attaining the age of 72; |
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Executive compensation driven by a pay-for-performance policy; |
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Stock ownership guidelines for Board members and executive officers; |
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Adoption of a claw back policy for incentive compensation paid to Synovus executive officers; and |
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Share retention/hold until retirement policy for executive officers. |
The Board, under the leadership of the Corporate Governance and Nominating Committee, will continue to actively monitor and consider additional changes to our corporate governance practices in the future.
Independence
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 as Appendix A and are also available in the Corporate Governance Section
of our website at investor.synovus.com.
The Board has affirmatively determined that eleven of its twelve members are independent as defined by the
listing standards of the
NYSE and the categorical standards of independence set by the Board. Synovus Board has determined that, as of January 1, 2016, the following directors are independent: Catherine A.
Allen, Tim E. Bentsen, Stephen T. Butler, Elizabeth W. Camp, T. Michael Goodrich, V. Nathaniel Hansford, Jerry W. Nix, Harris Pastides, Joseph J. Prochaska, Jr., Melvin T. Stith, Barry L. Storey and Philip W. Tomlinson. Please see Certain
Relationships and Related Transactions on page 45 of this Proxy Statement for a discussion of certain relationships between Synovus and its independent directors. These relationships have been considered by the Board in determining a
directors independence from Synovus under Synovus Corporate Governance Guidelines and the NYSE listing standards and were determined to be immaterial.
Attendance at Meetings
The Board of Directors held twelve meetings in 2015. All directors attended at least 75% of Board and committee
meetings held during their tenure during 2015. The average attendance by incumbent directors at the aggregate number of Board and committee meetings they were scheduled to attend was approximately 97%. Although
Synovus has no formal policy with respect to Board members attendance at its annual meetings, it is customary for all Board members to attend the annual meetings. All of Synovus
current directors attended Synovus 2015 annual meeting of shareholders.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 9
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, Risk and Compensation 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.
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Audit |
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Corporate Governance and Nominating |
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Compensation |
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Risk |
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Executive |
Tim E. Bentsen, Chair |
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T. Michael Goodrich, Chair |
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Elizabeth W. Camp, Chair |
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Joseph J. Prochaska, Jr., Chair |
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Kessel D. Stelling, Chair |
Elizabeth W. Camp |
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Catherine A. Allen |
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T. Michael Goodrich |
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Catherine A. Allen |
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Tim E. Bentsen |
Jerry W. Nix |
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Stephen T. Butler |
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V. Nathaniel Hansford |
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Tim E. Bentsen |
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Elizabeth W. Camp |
Joseph J. Prochaska, Jr. |
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V. Nathaniel Hansford |
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Melvin T. Stith |
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Elizabeth W. Camp |
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T. Michael Goodrich |
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Jerry W. Nix |
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Barry L. Storey |
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V. Nathaniel Hansford |
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Joseph J. Prochaska, Jr. |
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Harris Pastides |
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Philip W. Tomlinson |
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Following the election of directors at the Annual Meeting, the Corporate Governance and Nominating Committee will recommend the
reconstitution of these committees and appoint committee chairpersons after giving effect to any changes to the current composition of the Board.
Audit Committee
Synovus Audit Committee held thirteen meetings in 2015. The Audit Committees 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:
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Monitoring the integrity of Synovus financial statements, Synovus systems of internal controls and Synovus compliance with regulatory and legal
requirements; |
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Overseeing the risks relating to financial statements, litigation, credit risk, capital adequacy and related matters; |
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Monitoring the independence, qualifications and performance of Synovus independent auditor and internal auditing activities; and
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Providing an avenue of communication among the independent auditor, management, internal audit and the Board of Directors.
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Corporate Governance and Nominating
Committee
Synovus Corporate Governance and Nominating Committee held four meetings in 2015. The primary functions of
Synovus Corporate Governance and Nominating Committee include:
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Identifying qualified individuals to become Board members; |
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Recommending to the Board the director nominees for each annual meeting of shareholders and director nominees to be elected by the Board to fill interim director
vacancies; |
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Overseeing the annual review and evaluation of the performance of the Board and its committees; and |
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Developing and recommending to the Board corporate governance guidelines.
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Compensation Committee
Synovus Compensation Committee held six meetings in 2015. Its report is on page 39 of this Proxy
Statement. The primary functions of the Compensation Committee include:
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Approving and overseeing Synovus executive compensation program; |
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Reviewing and approving annual corporate goals and objectives for the Chief Executive Officers compensation, evaluating the CEOs performance in light
of those goals and objectives, and determining the CEOs compensation level based on such evaluation;
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Approving non-CEO executive officer compensation, including base salary amounts and short-term and long-term compensation; |
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Overseeing all compensation and benefit programs in which employees and officers of Synovus are eligible to participate; |
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Reviewing Synovus incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and to review and discuss,
at least annually, the relationship between risk management and incentive compensation; |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
CORPORATE GOVERNANCE AND BOARD MATTERS
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Developing and recommending to the Board compensation for non-employee directors; and |
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Monitoring and reviewing the talent management and succession planning processes for the CEO and Synovus other key executives.
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Information regarding the Compensation Committees 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 Committee has the authority under its
charter to retain outside advisors to assist the Committee in the performance of its duties. During 2015, the Committee retained the services of Meridian Compensation Partners, LLC, or Meridian, to:
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Provide ongoing recommendations regarding executive compensation consistent with Synovus business needs, pay philosophy, market trends and latest legal and
regulatory considerations; |
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Provide market data for base salary, short-term incentive and long-term incentive decisions; and
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Advise the Committee as to best practices. |
The
Committee evaluated whether the work provided by Meridian raised any conflict of interest. The Committee considered various factors, including the six factors mandated by SEC rules, and determined that no conflict of interest was raised by the work
of Meridian described in this Proxy Statement.
Meridian was engaged directly by the Committee, although the Committee also directed that Meridian work
with Synovus management to facilitate the Committees review of compensation practices and managements recommendations. Synovus Chief Human Resources Officer and her staff develop executive compensation recommendations for the
Committees consideration in conjunction with Synovus CEO and with the advice of Meridian.
Synovus Chief Human Resources Officer works
with the Chairman of the Committee to establish the agenda for Committee meetings. Management also prepares background information for each committee meeting. Synovus Chief Human Resources Officer attends all committee meetings by invitation
of the Committee, while Synovus CEO attends some committee meetings by invitation of the Committee. The CEO and the Chief Human Resources Officer do not have authority to vote on committee matters. Meridian attended all of the committee
meetings held during 2015 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 nine meetings in 2015. The primary functions of Synovus Risk Committee
include:
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Monitoring and reviewing the enterprise risk management and compliance framework and processes; |
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Monitoring and reviewing emerging risks and adequacy of risk management and compliance functions;
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Monitoring the independence and authority of the enterprise risk management function and reviewing the qualifications and background of the Chief Risk Officer
and other senior risk officers; and |
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Providing recommendations to the Board in order to effectively manage risks.
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Executive Committee
The Executive Committee is comprised of the chairpersons of the principal standing committees of the Synovus Board
and Synovus Bank Board, the Chief Executive Officer, the Chairman of the Board (if different from the Chief Executive Officer) and the Lead Director. During the intervals between meetings of Synovus Board of Directors, the Executive Committee
possesses and may exercise any and all of the
powers of Synovus Board of Directors in the management and direction of the business and affairs of Synovus with respect to which specific direction has not been previously given by the
Board of Directors unless Board action is required by Synovus governing documents, law or rule. The Executive Committee did not meet in 2015.
Compensation Committee Interlocks and
Insider Participation
Messrs. Goodrich,
Hansford, Stith and Storey and Ms. Camp served on the Compensation Committee during 2015. None of these individuals is or has been an officer or employee of Synovus. In 2015, 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 Companys overall business strategy. While the Board oversees risk management, the
Companys management is charged with managing risk. The Boards 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 2015 Annual Report.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 11
CORPORATE GOVERNANCE AND BOARD MATTERS
The Risk Committee fulfills the overarching oversight role for overseeing the enterprise risk management and
compliance processes, including approving risk tolerance levels and risk policies and limits, monitoring key and emerging risks and reviewing risk assessments. In carrying out its responsibilities, the Risk Committee works closely with Synovus
Chief Risk Officer and other members of Synovus enterprise risk management and compliance teams. The Risk Committee meets periodically with the Chief Risk Officer and other members of management and receives a comprehensive report on
enterprise risk management and compliance matters, including managements 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 to the Compensation Committee. For a discussion of the Compensation Committees review of Synovus senior executive officer compensation plans and employee incentive compensation plans and the risks associated with these plans, see
Compensation Framework: Compensation Policies, Compensation Policies, Compensation Process and Risk Considerations Risk Considerations on page 38 of this Proxy Statement. The Corporate Governance and Nominating Committee
oversees corporate governance-related risks, such as board succession planning, corporate governance policies, related party transactions, and reputational risks relating to these areas.
The Company believes that its enterprise risk framework, including the active engagement of management with the Board in the risk oversight function, supports the risk oversight function of the Board. For more
information on the risks facing the Company, see the risk factors in Part I Item 1A. Risk Factors in the 2015 Annual Report.
Leadership Structure of the Board
Our current Board leadership structure consists of:
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Chairman of the Board and Chief Executive Officer; |
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Independent Lead Director; |
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Committees chaired by independent directors; and |
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Active engagement by all directors. |
Our
Corporate Governance Guidelines and governance framework provide the Board with flexibility to select the appropriate leadership structure for Synovus. In making leadership structure determinations, the Board considers many factors, including the
specific needs of the business and what is in the best interests of Synovus shareholders. In accordance with Synovus bylaws, our Board of Directors elects our Chief Executive Officer and our Chairman, and each of these positions may be
held by the same person or may be held by two persons. Under our Corporate Governance Guidelines, the Board does not have a policy, one way or the other, on whether the roles of the Chairman and Chief Executive Officer should be separate and, if it
is to be separate, whether the Chairman should be selected from the non-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.
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:
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Working with the Chairman of the Board, Board and Corporate Secretary to set the agenda for Board meetings; |
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Calling meetings of the independent and non-management directors, as needed; |
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Ensuring Board leadership in times of crisis; |
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Developing the agenda for and chairing executive sessions of the independent directors and executive sessions of the non-management directors;
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Acting as liaison between the independent directors and the Chairman of the Board on matters raised in such executive sessions; |
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Chairing Board meetings when the Chairman of the Board is not in attendance; |
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Attending meetings of the committees of the Board, as necessary or at his/her discretion, and communicating regularly with the Chairs of the principal standing
committees of the Board; |
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Working with the Chairman of the Board to ensure the conduct of Board meetings provides adequate time for serious discussion of appropriate issues and that
appropriate information is made available to Board members on a timely basis; |
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Performing such other duties as may be requested from time-to-time by the Board, the independent directors or the Chairman of the Board; and
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Being available, upon request, for consultation and direct communication with major shareholders. |
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.
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
CORPORATE GOVERNANCE AND BOARD MATTERS
Meetings of Non-Management and Independent Directors
The non-management directors of Synovus meet separately at least four times a year after regularly scheduled meetings of the Board of Directors and at such other times as may be requested by the Chairman of the
Board or any director. Synovus independent directors meet at least once a year. During 2015, Mr. Goodrich, as Lead Director, presided at the meetings of non-management and independent directors.
Board and Committee Self-Evaluations
The Board and each Board committee conducts 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. 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.
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:
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The extent of the directors/potential directors educational, business, non-profit or professional acumen and experience;
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Whether the director/potential director assists in achieving a mix of Board members that represents a diversity of background, perspective and experience,
including with respect to age, gender, race, place of residence and specialized experience; |
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Whether the director/potential director meets the independence requirements of the listing standards of the NYSE and the Boards director independence
standards; |
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Whether the director/potential director has the financial acumen or other professional, educational or business experience relevant to an understanding of
Synovus business; |
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Whether the director/potential director would be considered a financial expert or financially literate as defined in the listing
standards of the NYSE or applicable law; |
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Whether the director/potential director, by virtue of particular technical expertise, experience or specialized skill relevant to Synovus current or future
business, will add specific value as a Board member; and |
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Whether the director/potential director possesses a willingness to challenge and stimulate management and the ability to work as part of a team in an environment
of trust. |
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 Nominees for Election as Director beginning on page 17 of this Proxy Statement.
Identifying and Evaluating Nominees
The Corporate Governance and Nominating Committee has two primary methods for identifying director candidates (other
than those proposed by Synovus shareholders, as discussed below). First, on a periodic basis, the Committee solicits ideas for possible candidates from a number of sources including members of the Board, Synovus executives and individuals
personally known to the members of the Board. Second, the Committee, as authorized under its charter, retains at Synovus expense one or more search firms to identify candidates (and to approve such firms fees and other retention terms).
The Committee will consider all director candidates identified through the processes described above, as well as any candidates identified by
shareholders through the process described below, and will evaluate each of them, including incumbents, based on the same criteria. The director candidates are evaluated at regular or special
meetings of the Committee and may be considered at any point during the year. If based on the Committees 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
Boards consideration.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 13
CORPORATE GOVERNANCE AND BOARD MATTERS
Shareholder Candidates
The Corporate Governance and Nominating Committee will consider candidates for nomination as a director submitted by
shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the Board does not believe that such a separate policy is necessary as Synovus bylaws
permit shareholders to nominate candidates and as one of the duties set forth in the Corporate Governance and Nominating
Committee charter is to review and consider director candidates submitted by shareholders. The Committee will evaluate individuals recommended by shareholders for nomination as directors
according to the criteria discussed above and in accordance with Synovus bylaws and the procedures described under Shareholder Proposals and Nominations on page 48 of this Proxy Statement.
Communicating with the Board
Synovus Board provides a process for shareholders and other interested parties to communicate with one or more
members of the Board, including the Lead Director, or the non-management or independent directors as a group. Shareholders and other interested parties may communicate with the Board as follows:
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by writing the Board of Directors, Synovus Financial Corp., c/o General Counsels Office, 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901;
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by telephone: (706) 644-6362; and |
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by email to synovusboardofdirectors@synovus.com. |
Relevant communications are distributed to the Board, or to any individual director or directors, as appropriate, depending upon the facts
and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to its duties and responsibilities be excluded, such as: business
solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any communication
that is filtered out is made available to any director upon request.
These procedures are also available in the Corporate Governance section of our
website at investor.synovus.com. Synovus process for handling shareholder and other communications to the Board has been approved by Synovus independent directors.
Shareholder Engagement
Synovus and our Board believe that accountability to our shareholders is key to sound corporate governance
principles, and as such, regular and transparent communication with our shareholders is essential to our long-term success. Throughout 2015, members of our management team met with a significant number of our shareholders to discuss our
corporate strategy, capital management, risk management, corporate governance and executive compensation. In regularly engaging with our shareholders, we provide perspective on our policies and
practices and seek input from these shareholders to ensure that we are addressing their questions and concerns.
Additional Information about Corporate
Governance
Synovus has adopted Corporate Governance Guidelines which are regularly reviewed by the Corporate Governance and
Nominating Committee. We have also adopted a Code of Business Conduct and Ethics which is applicable to all directors, officers and employees. In addition, we maintain procedures for the confidential, anonymous submission of any complaints or
concerns about Synovus, including complaints regarding accounting, internal accounting controls or auditing matters. Shareholders may access Synovus Corporate
Governance Guidelines, Code of Business Conduct and Ethics, each committees current charter, procedures for shareholders and other interested parties to communicate with the Lead Director
or with the non-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.
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
DIRECTOR COMPENSATION
Director Compensation Program
The Compensation Committee is responsible for the oversight and administration
of the Synovus director compensation program. The following is a description of the director compensation program for 2015.
Cash Compensation of
Directors
As reflected in the Fees Earned or Paid in Cash column of the Director Compensation Table, during 2015,
non-management directors of Synovus received an annual cash retainer of $50,000, with
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Committee members, other than Audit Committee members and Executive Committee members, receiving an additional cash retainer of $10,000 (with the Chairpersons of
these committees receiving an additional cash retainer of $10,000); |
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Audit Committee members receiving an additional cash retainer of $15,000 (with the Chairperson receiving an additional cash retainer of $15,000); and
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the Lead Director receiving an additional cash retainer of $10,000. |
Directors who are employees of Synovus do not receive any additional compensation for their service on the Board.
By
paying directors an annual retainer, Synovus compensates each director for his or her role and judgment as an advisor to Synovus, rather than for his or her attendance or effort at individual meetings. In so doing, directors with added
responsibility are recognized with higher cash compensation. For example, members of the Audit Committee
receive a higher cash retainer based upon the enhanced duties, time commitment and responsibilities of service on that committee. The Board believes that this additional cash compensation is
appropriate. In addition, directors may from time to time receive compensation for serving on advisory committees of the Synovus Board.
The members of
the Board are compensated each April for their service on the Board from the date of the annual meeting to the following years annual meeting. As such, the Board was compensated in 2015 for the full year of service for the period from
April 23, 2015 through April 21, 2016.
Directors may elect to defer all or a portion of their cash compensation under the Synovus
Directors Deferred Compensation Plan. The Directors Deferred Compensation Plan does not provide directors with an above market rate of return. Instead, the deferred amounts mirror the return of one or more investment funds
selected by the director. In so doing, the plan is designed to allow directors to defer the income taxation of a portion of their compensation and to receive an investment return on those deferred amounts. All deferred fees are payable only in cash.
Two directors (Dr. Pastides and Mr. Storey) elected to defer their 2015 cash compensation under this plan.
Equity Compensation of Directors
During 2015, non-management directors also received awards of restricted stock units under the Synovus 2013 Omnibus
Plan. On March 19, 2015, the Board approved grants of 1,965 restricted stock units ($55,000.00 grant date fair market value) to the non-management members of the Board elected on April 23, 2015 to serve as directors for a term ending on
April 21, 2016. The director restricted stock units become fully vested and transferable upon the earlier to occur of the completion of three years of service and the date the holder reaches age 72. These restricted stock unit awards are
designed to create equity ownership and to focus directors on the long-term performance of Synovus.
Synovus 2011 Director Stock Purchase Plan is a
non-qualified, contributory stock purchase plan pursuant to which qualifying Synovus
directors can purchase, with the assistance of contributions from Synovus, presently issued and outstanding shares of Synovus stock. Under the terms of the Director Stock Purchase Plan,
qualifying directors can elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and Synovus contributes an additional amount (equal to 15% of the directors cash contributions in 2015). Participants in the
Director Stock Purchase Plan are fully vested in all shares of Synovus stock purchased for their benefit under the Plan and may request that the shares purchased under the Plan be released to them at any time. Synovus contributions under this
Plan are included in the All Other Compensation column of the Director Compensation Table below. Synovus contributions under the Director Stock Purchase Plan provide directors the opportunity to buy and maintain an equity interest
in Synovus and to share in the capital appreciation of Synovus.
Director Stock Ownership Guidelines
Synovus Corporate Governance Guidelines require all directors to accumulate over time shares of Synovus stock
equal in value to at least three times the value of their annual retainer. Directors have five years to attain this level of total stock ownership, but must attain a share ownership threshold of one times the amount of the directors annual
retainer within three years. These stock ownership guidelines are
designed to align the interests of Synovus directors to that of Synovus shareholders and the long-term performance of Synovus. The restricted stock unit awards to directors and
Synovus contributions under the Director Stock Purchase Plan assist and facilitate directors fulfillment of their stock ownership requirements. All of Synovus directors were in compliance with the guidelines as of December 31,
2015.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 15
DIRECTOR COMPENSATION
Director Compensation Table
The following table summarizes
the compensation paid by Synovus to non-management directors for the year ended December 31, 2015.
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Name |
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Fees Earned or Paid in Cash ($)(1) |
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Stock
Awards ($)(2) |
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All Other Compensation ($) |
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Total ($) |
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Catherine A. Allen |
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$ |
70,000 |
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$ |
55,000 |
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$ |
1,500 |
(3) |
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$ |
126,500 |
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Tim E. Bentsen |
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90,000 |
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55,000 |
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3,000 |
(3) |
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148,000 |
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Steve T. Butler |
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60,000 |
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55,000 |
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7,800 |
(3)(4) |
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122,800 |
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Elizabeth W. Camp |
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95,000 |
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55,000 |
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1,500 |
(3) |
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151,500 |
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T. Michael Goodrich |
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90,000 |
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55,000 |
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8,500 |
(3)(4) |
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153,500 |
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V. Nathaniel Hansford |
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80,000 |
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55,000 |
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135,000 |
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Jerry W. Nix |
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75,000 |
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55,000 |
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130,000 |
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Harris Pastides |
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60,000 |
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55,000 |
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11,700 |
(3)(4) |
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126,700 |
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Joseph J. Prochaska, Jr. |
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85,000 |
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55,000 |
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140,000 |
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Melvin T. Stith |
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60,000 |
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55,000 |
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115,000 |
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Barry L. Storey |
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60,000 |
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55,000 |
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3,283 |
(4) |
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118,283 |
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Philip W. Tomlinson |
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60,000 |
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55,000 |
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6,200 |
(3)(4) |
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121,200 |
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** |
Mr. Stelling does not receive any additional compensation for serving as a director. His 2015 compensation is described under the Summary Compensation Table found on
page 40 of this Proxy Statement. |
(1) |
Reflects fees paid for service on the Board from April 23, 2015 to April 21, 2016. |
(2) |
The grant date fair value of the 1,965 shares of restricted stock units awarded to each director in 2015 was $55,000. The amount in this column reflects the amount recognized
for financial statement reporting purposes for the year ended December 31, 2015 in accordance with FASB ASC Topic 718. For a discussion of the restricted stock units reported in this column, see Note 21 of the Notes to the Audited Consolidated
Financial Statements in the 2015 Annual Report. At December 31, 2015, each of the directors held a total of 4,694 units, except for Messrs. Bentsen and Pastides who each hold a total of 3,708 units, all of which vest upon the earlier to occur
of completion of three years of service or the date the holder reaches age 72. Dividend equivalents are accrued on the restricted stock units. |
(3) |
Includes contributions made by Synovus under Synovus Director Stock Purchase Plan of the following amounts for the following directors: $1,500 for each of Ms. Allen
and Ms. Camp; $3,000 for each of Messrs. Bentsen, Butler and Goodrich and Dr. Pastides; and $2,400 for Mr. Tomlinson. As described more fully above, qualifying directors can elect to contribute up to $5,000 per calendar quarter to
make purchases of Synovus stock, and in 2015, Synovus contributed an additional amount equal to 15% of the directors cash contributions under the plan. |
(4) |
Includes compensation of $4,800 for Mr. Butler, $5,500 for Mr. Goodrich, $8,700 for Dr. Pastides, $3,283 for Mr. Storey and $3,800 for Mr. Tomlinson
for service as an advisory director of certain of Synovus banking divisions. |
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16 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
PROPOSALS TO BE VOTED ON
Proposal 1 |
Election of 12 Directors |
Number
Pursuant to Synovus bylaws, the Board shall consist of not less than 8 nor more than 25 directors with such
number to be set either by the Board or shareholders representing at least 66 2/3% 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 2016 Annual Meeting, the Board has set the size of the Board at 12 members. Proxies cannot be voted at the Annual Meeting for a greater number of persons than the 12 nominees named in this
Proxy Statement.
Nominees for Election as Director
The 12 nominees for director named in this Proxy Statement were selected by the Corporate Governance and Nominating
Committee based upon a review of the nominees and consideration of the director qualifications described under Corporate Governance and Board Matters Consideration of Director Candidates Director Qualifications on
page 13 of this Proxy Statement. In addition to the specific criteria for director nomination, the Corporate Governance and Nominating Committee assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skills and
expertise that are likely to enhance the Boards ability to manage and direct the affairs and business of Synovus. With respect to the nomination of continuing directors for re-election, the Corporate Governance and Nominating Committee also
considers the individuals contributions to the Board and its committees. All of the 12 nominees currently serve as a director. The nominees for director include six current and former chief executive officers, at least 10 persons who could be
recognized as audit committee financial experts, two current or former deans of national universities, and a former partner of a global auditing firm. The nominees collectively have over 160 years of experience in banking and financial
services as well as significant experience in insurance, investment management, commercial real estate, risk management, and accounting. The nominees also bring extensive board and committee experience.
In addition to the overall composition of the Board, the Corporate Governance and Nominating Committee also considered the nominees
individual roles in (1) oversight of our enterprise risk management process, (2) relationships with the numerous regulatory agencies that monitor Synovus operations,
(3) assistance with the strategic plan of the Company, (4) oversight and support of our expense reduction initiatives, and (5) managing succession planning. In addition to fulfilling the above criteria, 11 of the 12 nominees for
election named below are considered independent under the NYSE rules and Synovus Director Independence Standards. 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 asset work-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 and non-profit organizations and is familiar with board processes and corporate
governance. We believe the atmosphere of our Board is collegial and that all Board members are engaged in their responsibilities. For additional information about our director independence requirements, consideration of director candidates, director
tenure, leadership structure of our Board and other corporate governance matters, see Corporate Governance and Board Matters beginning on page 9 of this Proxy Statement.
The following table sets forth information regarding the 12 nominees for election to the Board.
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Name |
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Age |
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Year First
Elected Director |
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Principal Occupation |
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Committees |
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Catherine A. Allen |
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69 |
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2011 |
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Chairman and Chief Executive Officer, The Santa Fe Group |
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CGN, R |
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Tim E. Bentsen |
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62 |
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2014 |
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Partner, Retired, KPMG LLP |
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E, A (Chair), R |
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Stephen T. Butler |
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65 |
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2012 |
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Chairman of the Board, W.C. Bradley Company |
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CGN |
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Elizabeth W. Camp |
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64 |
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2003 |
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President and Chief Executive Officer, DF Management, Inc. |
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E, A, C (Chair), R |
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T. Michael Goodrich |
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70 |
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2004 |
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Chairman and Chief Executive Officer, Retired, BE&K, Inc. |
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E, C, CGN (Chair) |
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Jerry W. Nix |
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70 |
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2012 |
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Vice Chairman, Executive Vice President and Chief Financial Officer, Retired, Genuine Parts Company |
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A, CGN |
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Harris Pastides |
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62 |
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2014 |
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President, University of South Carolina |
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CGN |
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Joseph J. Prochaska, Jr. |
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65 |
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2011 |
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Executive Vice President and Chief Accounting Officer, Retired, MetLife, Inc. |
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E, A, R (Chair) |
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Kessel D. Stelling |
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59 |
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2010 |
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Chairman of the Board, Chief Executive Officer and President, Synovus Financial Corp. |
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E (Chair) |
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SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 17
PROPOSALS TO BE VOTED ON
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Name |
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Age |
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Year First
Elected Director |
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Principal Occupation |
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Committees |
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Melvin T. Stith |
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69 |
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1998 |
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Dean, Retired, Martin J. Whitman School of Management, Syracuse University |
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C |
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Barry L. Storey |
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56 |
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2013 |
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Principal, BLS Holdings Group, LLC |
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C |
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Philip W. Tomlinson |
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69 |
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2008 |
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Chairman of the Board and Chief Executive Offer, Retired, Total System Services, Inc. |
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R |
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E: Executive Committee
A: Audit Committee
CGN: Corporate Governance and Nominating Committee
C: Compensation Committee
R: Risk Committee
The business experience
and other specific skills, attributes and qualifications of each of the nominees is as follows:
Catherine A. Allen is the Chairman and Chief Executive Officer of The Sante 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. From 1997 to 2007, she was the founding Chief Executive Officer of
BITS, a sister organization to the Financial Services Roundtable, which worked closely with executives of the nations largest financial institutions on strategic issues, including payments strategies, risk management, emerging technologies,
e-commerce, vendor risk, privacy, cyber security, counter terrorism, and security. At BITS, Ms. Allen also worked closely with the regulatory community and testified on Capitol Hill often on these issues. From 1989 to 1996, she held several
executive positions at Citicorp in the retail, bankcard and corporate technology divisions and represented Citicorp in creating and chairing the Smart Card Forum, a multi-industry standards group. Prior to Citicorp, she was an executive in
electronic publishing at Dun and Bradstreet. Ms. Allen holds a bachelors degree from the University of Missouri, a masters degree from the University of Maryland, and an ABD in International Business from George Washington University.
She currently serves on the board of El Paso Electric Company, a public company specializing in utilities, chairs its security committee and is a member of its energy and natural resources committee, nominating and governance committee, and public
affairs committee. Previously, she served on the board of Stewart Information Services Corp., a public, customer-focused, global title insurance and real estate services company. She serves on the advisory committee of Houlihan Lokey and on the
board of Analytics Pros, a privately held company, and on various other private, non-profit and civic boards, including the National Foundation for Credit Counseling. Ms. Allen has written four books with subjects ranging from emerging technologies
and innovation to retirement, and has been recognized for her work in financial services, technology, and innovation with an honorary doctorate from the University of Missouri, the US Banker Lifetime Achievement Award, and the Executive Womens
Forum Lifetime Achievement Award, among others. Ms. Allens in-depth knowledge and experience in the areas of payments, cyber security, risk management, emerging technologies, information technology and corporate governance provides a
significant resource to the Board.
Tim E. Bentsen is a former audit partner and practice leader of KPMG LLP, a U.S.-based global audit, tax and advisory
services firm. Over his 37 years with KPMG, he served as an audit partner for numerous banks and other financial services companies and served in a variety of leadership roles, including Southeast Area Managing Partner and Atlanta office Managing
Partner. Mr. Bentsen also served on national leadership teams for the financial services and audit practice as well as on the firms national Operations Committee. In addition, he served as an account executive for many of the largest audit and
non-audit clients in the Southeast where he had extensive involvement with audit committees and served as the lead partner for tax and advisory services including risk, regulatory, internal audit and operational services for a Top 10 U.S. bank. Mr.
Bentsen has been a frequent speaker on corporate governance matters across the country and served in a leadership role for KPMGs Audit Committee Institute and as an organizer and faculty member for the University of Georgias
Directors College for over ten years. He is a faculty member at the J.M. Tull School of Accounting at the University of Georgia, an independent member of the board of directors and audit committee of Krispy Kreme Doughnuts, Inc., a public
company specializing in sweet treats and complementary products, and an independent member of the board of trustees of Ridgeworth Funds, a mutual fund complex. He holds a bachelors degree in business administration from Texas Tech University
and has completed the Partner Development Program at Harvard University. Mr. Bentsen is a certified public accountant and a member of the American Institute and Georgia Society of Certified Public Accountants. His extensive audit and accounting
experience in the financial services industry coupled with his corporate governance, risk management and financial acumen enhances the Boards knowledge in these areas.
Stephen T. Butler is the Chairman of the Board of W.C. Bradley Co., a private consumer products and real estate company, a
position he has held since 2008. Prior to that time and for 21 years, he served as Chief Executive Officer and Chairman of the Board of W.C. Bradley Co. where he was responsible for the oversight and development of the companys mass market
home and leisure product businesses through acquisitions and new product introductions and the development of various real estate projects throughout Columbus, Georgia. In addition to his leadership role on the W.C. Bradley board, Mr. Butler
currently serves as Chairman of the Board of Columbus Bank and Trust, or CB&T, a banking division of Synovus, and on the boards of various civic and non-profit companies, including St. Francis Hospital, Inc. and The Bradley-Turner Foundation. He
attended Vanderbilt University and Columbus State University and completed the Harvard Advanced Management Program. Mr. Butlers extensive leadership experience with a diversified company enhances the Boards understanding of corporate
strategy, compensation practices and risk management, among other things.
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18 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
PROPOSALS TO BE VOTED ON
Elizabeth W. Camp is President and Chief Executive Officer of DF Management, Inc., a private investment and commercial
real estate management company, a position she has held since 2000. Previously, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company for 16 years. Before it was sold in 2000, Camp Oil developed
and operated convenience stores, truck stops and restaurants and grew to realize annual revenue of $300 million, employing 650 employees and operating 62 units in nine states throughout the United States. Ms. Camps 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 bachelors degree in accounting and a law degree from the University of Georgia and a masters degree
in taxation from Georgetown Law Center. Ms. Camp served as an advisory director of Citizens Bank & Trust, a banking division of Synovus, for over 23 years and is a current or past trustee or director of several non-profit organizations,
including the Vice Chair of the University of Georgias Terry College of Business Deans Advisory Council and the Georgia Department of Industry, Trade & Tourism. She is also an independent member of the board of directors of Genuine
Parts Company, a public company engaged in the distribution of automatic replacement parts, industrial replacement parts, office products and electrical/electronic materials (Genuine Parts), and also serves on its audit committee.
Previously, Ms. Camp served as a director of Blue Cross Blue Shield of Georgia from 1992 to 2001. Ms. Camps background as an executive officer and her expertise in accounting, tax and legal matters provides expertise in management and
auditing, as well as leadership skills to our Board.
T. Michael Goodrich is the former Chairman of the Board and Chief Executive Officer of BE&K, Inc., a privately held
international engineering and construction company specializing in complex projects. Mr. Goodrich served as Chairman and Chief Executive Officer from 1995 until his retirement in May 2008. Prior to his appointment in 1995, he served in various
capacities with BE&K, including General Counsel and President, having joined the company in 1972. Mr. Goodrich received a bachelors degree in civil engineering from Tulane University and a law degree from the University of Alabama. Mr.
Goodrich serves as a director of Energen Corporation, a publicly held diversified energy company, and as an advisory director of First Commercial Bank, a banking division of Synovus. Mr. Goodrich is our Lead Director and the Chairman of our
Corporate Governance and Nominating Committee. He also chairs the governance committee and is a member of the compensation committee at Energen. In addition, he is a member of the Alabama Academy of Honor, the National Academy of Construction and
the Alabama Engineering Hall of Fame. Through his experience as chief executive officer as well as his service on the board and committees of another NYSE-listed public company, Mr. Goodrich brings extensive leadership, risk assessment skills and
public company expertise to our Board.
Jerry W. Nix is the former Vice Chairman, Executive Vice President and Chief Financial Officer of Genuine Parts. Prior to
retiring in March 2013, Mr. Nix served as Chief Financial Officer for over 13 years and served in various other capacities with Genuine Parts before that time, including Senior Vice President Finance. In addition to serving as a director of
Genuine Parts, Mr. Nix serves on various civic and non-profit boards, including Young Harris College, Cobb County Chamber of Commerce, Cobb-Marietta Coliseum and Exhibit Hall Authority, John and Mary Franklin Foundation and Boy Scouts of America.
Prior to joining Genuine Parts in 1978, Mr. Nix was an auditor with Ernst & Young and a pilot in the U.S. Air Force. Mr. Nix has bachelors degrees from both Mississippi State University and the University of Florida. Mr. Nixs
extensive financial and accounting experience with a large diversified public company provides the Board with a great resource in the financial, accounting, risk management, and investor relations areas.
Harris Pastides is the President of the University of South Carolina, a position he has held since August 2008. From 2003
to 2008, Dr. Pastides served as vice president for research and health sciences and dean of the Arnold School of Public Health and as executive director of the South Carolina Research Foundation. He joined the University of South Carolina in 1998 as
dean of the School of Public Health and as a professor of epidemiology. Dr. Pastides played a key role in the establishment of Health Sciences South Carolina, a consortium of the states research universities and leading hospital systems, and
an integral part in the development of Innovista, the universitys 500-acre innovation and research district. Prior to joining the University of South Carolina, Dr. Pastides held various positions at the University of Massachusetts at Amherst
for over 13 years, including professor of epidemiology and chairman of the department of biostatistics and epidemiology. In addition to serving on the advisory board of one of our banking divisions, NBSC, he has served on a number of professional
organizations and civic boards, including the South Carolina Governors School for the Arts and Humanities, S.C. River Alliance, the Council on Research Policy and Graduate Education and EngenuitySC. He also serves as Chairman of the NCAA Division 1
Board of Directors. He received a masters in public health, a masters of philosophy degree in epidemiology and his doctorate degree from Yale University and a bachelors degree from the University of Albany, State University of New
York. Dr. Pastides is a former Fulbright senior research fellow and has received numerous other professional awards and recognitions for his research work. His experience in management and complex organizations and his background in research,
innovation and education provides our Board with leadership and consensus-building skills on a variety of matters, including corporate governance and risk management.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 19
PROPOSALS TO BE VOTED ON
Joseph J. Prochaska, Jr. is the former Executive Vice President and Chief Accounting Officer of MetLife, Inc., a public
insurance and financial services company, a position he held from 2005 until his retirement in 2009. From 2003 to 2005, he served as MetLifes 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 Aons 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. Prochaskas background
includes experience with a major accounting firm in Chicago, Illinois as a certified public accountant. He holds a bachelors degree in accounting from the University of Notre Dame. Mr. Prochaska currently serves on the board of a few private
companies and is a member of the audit committee for one of these companies. He has also received the designation of a Governance Fellow by the National Association of Corporate Directors. Mr. Prochaskas extensive accounting experience in the
financial services industry, his integral involvement in the day-to-day accounting and risk management practices of large global public companies and his compensation and insurance expertise provide our Board with a valuable resource.
Kessel D. Stelling is the Chairman of the Board, Chief Executive Officer and President of Synovus. He has been Chairman
since January 1, 2012 and Chief Executive Officer and President since October 2010, after serving as Acting Chief Executive Officer from June to October 2010 while Richard E. Anthony was on a medical leave of absence. Prior to that time and
since February 2010, Mr. Stelling served as President and Chief Operating Officer of Synovus. From June 2008 until February 2010, Mr. Stelling served as the Regional Chief Executive Officer of Synovus Atlanta area market. Prior to that time,
he served as President and Chief Executive Officer of Bank of North Georgia, or BNG, a banking division of Synovus, having been appointed to that position in December 2006. Mr. Stelling founded Riverside Bancshares, Inc. and Riverside Bank in 1996
and served as its Chairman of the Board and Chief Executive Officer until 2006 when Riverside Bancshares, Inc. merged with and into Synovus and Riverside Bank merged with and into BNG. Prior to that time, Mr. Stelling worked in various management
capacities in banking in the Atlanta region, having begun his career in the industry in 1974. Mr. Stelling holds a bachelors degree from the University of Georgia and is a graduate of Louisiana State University School of Banking of the South.
He serves as the Chairman of the Board of Regents of the University System of Georgia and on the board of Georgia Power, the largest subsidiary of Southern Company, a public company, and one of the nations largest generators of electricity..
Mr. Stelling also serves as a trustee or director on several civic and non-profit organizations, including the Georgia Chamber of Commerce and the Financial Services Roundtable. Mr. Stellings extensive banking and leadership experience, along
with his in-depth knowledge of our corporate strategy and day-to-day operations, provides our Board with an important resource in understanding our markets and industry.
Melvin T. Stith is the Dean Emeritus of the Martin J. Whitman School of Management at Syracuse University and served as
Dean from 2005 until July 2013. Prior to becoming Dean at Syracuse, Dr. Stith was the Dean and Jim Moran Professor of Business Administration at Florida State University for 13 years. He has been a professor of marketing and business since 1977
after having served in the U.S. Army Military Intelligence Command and achieving the rank of Captain. He holds a bachelors degree from Norfolk State College and a masters degree in business administration and a Ph.D. in marketing from
Syracuse University. Dr. Stith currently serves on the board of Flowers Foods, Inc., a publicly held baked foods company, and its compensation committee and corporate governance committee, and the board of Aflac Incorporated, a publicly held,
Fortune 500 supplemental insurance company, as well as its audit and risk committee and its corporate governance committee. He has also served on the boards of various private companies and is a current or past director of Beta Gamma Sigma, the
national honorary society for business schools, the Jim Moran Foundation and the Graduate Management Admissions Council. Dr. Stiths leadership skills in consensus-building, risk management and executive management and his financial acumen add
an important dimension to our Boards composition.
Barry L. Storey is the Principal of BLS Holdings Group, LLC, an Augusta, Georgia-based company with the primary focus of
managing a portfolio of retail real estate properties and various alternative assets. Prior to January 2015, he was the Founding Partner of Hull Storey Gibson Companies, LLC, a retail acquisition and development real estate company founded in 1992
that owned and operated over 13 million square feet of retail strip centers and enclosed mall properties in the Southeast. Prior to 1992, Mr. Storey worked as a project manager in the Mall Development Division for CBL & Associates Properties,
Inc. and as a real estate leasing manager for NTS Development Corporation. He has extensive real estate expertise and experience in many of the markets in which we serve. Mr. Storey holds a bachelors degree from the University of Georgia, is a
trustee of the University of Georgia Foundation and the Chair of the University of Georgias Terry College of Business Deans Advisory Council. Mr. Storey serves on numerous civic and professional boards of directors, as well as on the
advisory board of AFB&T, one of our banking divisions. His extensive experience in real estate acquisition, development and management and his background in the markets in which we serve provides our Board with significant insight, particularly
as we continue to refine and execute our growth and expense reduction strategies for the future.
Philip W. Tomlinson is the former Chairman of the Board and Chief Executive Officer of TSYS, a publicly held global
payments processing company. Prior to his retirement as Chief Executive Officer of TSYS in 2014 and his retirement as Chairman of the Board in 2015, Mr. Tomlinson served as Chairman of the Board and Chief Executive Officer of TSYS for eight years.
From 1982 until 2006, Mr. Tomlinson served in various capacities with TSYS, including Chief Executive Officer and President. From TSYS incorporation in December 1982, Mr. Tomlinson played a key role in almost every major strategy that has
shaped TSYS development. Mr. Tomlinson is a former member of the Financial Services Roundtable and a graduate of Louisiana State University School of Banking of the South. Mr. Tomlinson serves as an advisory director of CB&T and is also a
member of the Georgia Economic Development Board and other charitable and civic organizations board of directors. As the former CEO and Chairman of a large public company, Mr. Tomlinson provides valuable insight and guidance on the issues of
corporate governance, strategy, risk management and investor relations, particularly as to his expertise and understanding of the current trends within the financial services industry and as to his diverse relationships within the financial services
community.
The Board of Directors unanimously recommends that you vote FOR each of the 12 nominees.
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20 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
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 other
non-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 any non-cash items.
We believe our executive compensation is aligned with shareholders because:
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We target compensation at the median of peer practice. We benchmark total direct compensation as well as each component of total direct compensation.
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|
We tie compensation to performance. A majority of executive compensation is at risk based on performance. Awards under our short-term and long-term incentive
plans vary based on Synovus financial results and shareholder return. |
|
|
We generally use objective criteria and performance metrics which relate to our strategic goals, including core earnings, loan growth, growth in core deposits
and ROAA. |
|
|
Payouts under our incentive programs reflected our strong 2015 results, including double digit growth in net income and strong returns for shareholders.
|
We believe that the compensation delivered to each named executive officer in 2015 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 2017
annual meeting of shareholders. The next advisory vote on the frequency of Say on Pay proposals is scheduled to occur at the 2017 annual meeting of shareholders.
The Board of Directors unanimously recommends that you vote FOR the advisory vote on the compensation of the named executive officers as determined by the Compensation Committee.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 21
PROPOSALS TO BE VOTED ON
Proposal 3 |
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, 2016 and Synovus internal control over financial reporting as of December 31, 2016. 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 KPMGs independence and performance in connection with the determination to retain KPMG. In conducting its review this
year, the Audit Committee considered, among other things:
|
|
KPMGs historical and recent performance on Synovus audit, including the extent and quality of KPMGs communications with the Audit Committee;
|
|
|
feedback from Synovus senior management on the quality of service provided, and the independence, objectivity, and professional skepticism demonstrated
throughout the current engagement by KPMGs audit team; |
|
|
data relating to audit quality and performance, including recent PCAOB reports on KPMG; |
|
|
KPMGs tenure as Synovus independent auditors and its depth of understanding of Synovus business, accounting policies and practices and internal
control over financial reporting; |
|
|
KPMGs exhibited professional skepticism;
|
|
|
the expertise and capability of KPMGs lead audit partner; |
|
|
the advisability and potential impact of selecting a different independent public accounting firm; and |
|
|
KPMGs independence (see Audit Committee Report beginning on page 27 of this Proxy Statement). |
Based on the results of its review this year, the Audit Committee concluded that KPMG is independent and that it is in the best interests of Synovus and its
shareholders to appoint KPMG LLP to serve as Synovus independent auditor for 2016.
Synovus Audit Committee oversees the process for, and
ultimately approves, the selection of the independent auditors lead engagement partner at the five-year mandatory rotation period. At the Audit Committees 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 managements interviews, the members of the Audit Committee, as a group, interview the candidates. The Audit Committee
then considers the appointment and votes on the selection.
Representatives of KPMG will be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and will be available to respond to appropriate questions from shareholders present at the meeting.
The Board of
Directors unanimously recommends that you vote FOR ratification of the appointment of KPMG LLP as the independent auditor for the year 2016.
|
|
|
22 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
EXECUTIVE OFFICERS
The following table sets forth the name, age and position with Synovus of each executive officer of Synovus.
|
|
|
|
|
|
|
Name |
|
Age |
|
|
Position with Synovus |
Kessel D. Stelling(1) |
|
|
59 |
|
|
Chairman of the Board, Chief Executive Officer and President |
D. Wayne Akins, Jr.(2) |
|
|
52 |
|
|
Executive Vice President and Chief Retail Banking Officer |
Roy Dallis Copeland, Jr.(3) |
|
|
47 |
|
|
Executive Vice President and Chief Community Banking Officer |
Allen J. Gula, Jr.(4) |
|
|
61 |
|
|
Executive Vice President and Chief Operations Officer |
Mark G. Holladay(5) |
|
|
60 |
|
|
Executive Vice President and Chief Risk Officer |
Kevin J. Howard(6) |
|
|
51 |
|
|
Executive Vice President and Chief Credit Officer |
Allan E. Kamensky(7) |
|
|
54 |
|
|
Executive Vice President, General Counsel and Secretary |
Liliana C. McDaniel(8) |
|
|
51 |
|
|
Chief Accounting Officer |
Curtis J. Perry(9) |
|
|
53 |
|
|
Executive Vice President and Chief Corporate Banking Officer |
Thomas J. Prescott(10) |
|
|
61 |
|
|
Executive Vice President and Chief Financial Officer |
J. Barton Singleton(11) |
|
|
52 |
|
|
Executive Vice President and President, Financial Management Services |
(1) |
As Mr. Stelling is a director of Synovus, relevant information pertaining to his positions with Synovus is set forth under the caption Nominees for Election as
Director beginning on page 17 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 seventeen years prior to that time, he held various other banking positions with Synovus Bank, including Regional Chief Executive Officer and Bank Division Chief Executive Officer. Mr. Akins has more than 27 years
of experience in the banking industry. |
(3) |
Roy Dallis Copeland, Jr. was elected as Executive Vice President in January 2010 and Chief Community Banking Officer in July 2014. From January 2011 to July 2014, he served as
Executive Vice President and Chief Banking Officer. Prior to that time and since September 2008, he served as Senior Vice President and Chief Commercial Officer of Synovus and before that, Mr. Copeland served as President and Chief Executive
Officer of Citizens First Bank, one of our banking divisions. Mr. Copeland also has led various banking departments in retail and commercial banking at CB&T, where he began his career in 1992. |
(4) |
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. |
(5) |
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. |
(6) |
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.
|
(7) |
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. |
(8) |
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. |
(9) |
Curtis J. Perry was elected as Executive Vice President and Chief Corporate Banking Officer in July 2014. Prior to that time and since July 2010, Mr. Perry served as the
Chief Commercial Officer of Synovus. From 2006 until July 2010, Mr. Perry was an Executive Vice President at First Commercial Bank, one of our banking divisions. Prior to joining Synovus in 2006, Mr. Perry served in executive leadership at
Wachovia Bank and SouthTrust Corporation. |
(10) |
Thomas J. Prescott was elected Executive Vice President and Chief Financial Officer of Synovus in December 1996. From 1987 until 1996, Mr. Prescott served in various
capacities with Synovus, including Executive Vice President and Treasurer. |
(11) |
J. Barton Singleton was elected as Executive Vice President and President, Synovus Financial Management Services in December 2007. Mr. Singleton joined Synovus in August
2005 and since that time, he has served in various capacities, including Senior Vice President and Manager of the investment banking and institutional brokerage groups. He was named President of Synovus Securities in February 2006. Prior to joining
Synovus, Mr. Singleton spent 16 years at SouthTrust Securities. |
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 23
STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
The following table sets forth ownership of shares of Synovus common stock by each director, each director nominee, each executive officer named in the Summary
Compensation Table and all directors and executive officers as a group as of December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Shares of Common
Stock Beneficially Owned(1) |
|
|
Percentage of Outstanding Shares
of Common Stock Beneficially Owned |
|
|
Restricted
Stock Units(2) |
|
|
Total |
|
Catherine A. Allen |
|
|
9,256 |
(3) |
|
|
* |
|
|
|
4,761 |
|
|
|
14,017 |
|
Tim E. Bentsen |
|
|
1,499 |
|
|
|
* |
|
|
|
3,751 |
|
|
|
5,250 |
|
Stephen T. Butler |
|
|
912,102 |
(4) |
|
|
* |
|
|
|
4,761 |
|
|
|
916,863 |
|
Elizabeth W. Camp |
|
|
19,349 |
(5) |
|
|
* |
|
|
|
4,761 |
|
|
|
24,110 |
|
T. Michael Goodrich |
|
|
98,680 |
(6) |
|
|
* |
|
|
|
4,761 |
|
|
|
103,441 |
|
Allen J. Gula, Jr. |
|
|
33,729 |
|
|
|
* |
|
|
|
36,446 |
|
|
|
70,175 |
|
V. Nathaniel Hansford |
|
|
33,456 |
(7) |
|
|
* |
|
|
|
4,761 |
|
|
|
38,217 |
|
Allan E. Kamensky |
|
|
30,394 |
(8) |
|
|
* |
|
|
|
17,157 |
|
|
|
47,551 |
|
Jerry W. Nix |
|
|
4,231 |
|
|
|
* |
|
|
|
4,761 |
|
|
|
8,992 |
|
Harris Pastides |
|
|
3,391 |
|
|
|
* |
|
|
|
3,751 |
|
|
|
7,142 |
|
Thomas J. Prescott |
|
|
111,858 |
(9) |
|
|
* |
|
|
|
40,960 |
|
|
|
152,818 |
|
Joseph J. Prochaska, Jr. |
|
|
11,807 |
(10) |
|
|
* |
|
|
|
4,761 |
|
|
|
16,568 |
|
J. Barton Singleton |
|
|
56,646 |
|
|
|
* |
|
|
|
28,757 |
|
|
|
85,403 |
|
Kessel D. Stelling |
|
|
149,164 |
(11) |
|
|
* |
|
|
|
121,669 |
|
|
|
270,833 |
|
Melvin T. Stith |
|
|
8,775 |
(12) |
|
|
* |
|
|
|
4,761 |
|
|
|
13,536 |
|
Barry L. Storey |
|
|
28,027 |
(13) |
|
|
* |
|
|
|
4,761 |
|
|
|
32,788 |
|
Philip W. Tomlinson |
|
|
18,184 |
(14) |
|
|
* |
|
|
|
4,761 |
|
|
|
22,945 |
|
Directors and Executive Officers as a Group (23 persons) |
|
|
1,735,511 |
|
|
|
1.3% |
|
|
|
440,665 |
|
|
|
2,176,176 |
|
* |
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 shares of Synovus common stock subject to options exercisable within 60 days and restricted stock units that will vest within 60 days of December 31, 2015 as
follows: |
|
|
|
|
|
|
|
|
|
Name |
|
Number of Options exercisable within 60 days |
|
|
Number of RSUs vesting within 60 days |
|
Allen J. Gula, Jr. |
|
|
|
|
|
|
5,135 |
|
Allan E. Kamensky |
|
|
|
|
|
|
5,556 |
|
Thomas J. Prescott |
|
|
54,197 |
|
|
|
6,619 |
|
J. Barton Singleton |
|
|
17,858 |
|
|
|
4,115 |
|
Kessel D. Stelling |
|
|
|
|
|
|
21,396 |
|
In addition, the executive officers other than our executive officers named in the Summary Compensation Table had
rights to acquire an aggregate of 56,695 shares of Synovus stock within 60 days through the exercise of stock options and 21,123 shares of Synovus stock through restricted stock units that will vest within 60 days.
This column includes shares held by spouses, minor children, Individual Retirement Accounts (IRAs) and trusts as to which each such person has
beneficial ownership. With respect to directors, this column also includes shares allocated to such directors individual accounts under the Synovus 2011 Director Stock Purchase Plan; with respect to executive officers, this column includes
shares allocated to such persons individual accounts under the Synovus 2011 Employee Stock Purchase Plan, Synovus 401(k) savings plan and IRAs.
None of the shares of Synovus stock held by these other executive officers were pledged or otherwise held in a margin account.
(2) |
While shares held in the Restricted Stock Units column do not represent a right of the holder to receive our common stock within 60 days, these amounts are being
disclosed because we believe they further our goal of aligning directors and senior management with shareholder interests. These restricted stock units are in the form of restricted stock units, MRSUs and PSUs. In addition, this column includes the
accrued dividend equivalent rights related to these restricted stock units. |
(3) |
In addition, Ms. Allen beneficially owns 1,600 shares of Synovus Fixed- to- Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, or Preferred Stock.
|
(4) |
Includes 56,857 shares held in a family partnership in which his spouse has shared investment and voting powers, 212,717 shares held in various trusts in which Mr. Butler
has shared investment and voting powers and 633,897 shares held in a family trust in which Mr. Butler shares a pecuniary interest but as to which Mr. Butler disclaims beneficial ownership. |
(5) |
Includes 68 shares held by her minor son. |
(6) |
Includes 2,182 shares held in trust in which Mr. Goodrich acts as the trustee with shared investment and voting powers but as to which Mr. Goodrichs daughter
is the sole beneficiary. In addition, Mr. Goodrich beneficially owns 2,000 shares of Preferred Stock. |
(7) |
Includes 21,855 shares held by his spouse. |
|
|
|
24 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
(8) |
Includes 5,753 shares held by his spouse and 1,110 shares by his minor children. |
(9) |
Includes 356 shares in his 401(k) savings plan account. |
(10) |
Includes 4,300 shares held in an IRA account. In addition, Mr. Prochaska beneficially owns 1,000 shares of Preferred Stock. |
(11) |
Includes 49,966 shares held in trust in which Mr. Stelling has sole investment and voting powers and 11 shares in his 401(k) savings plan account. In addition,
Mr. Stelling beneficially owns 2,000 shares of Preferred Stock. |
(12) |
Includes 24 shares held jointly by his spouse and his child. |
(13) |
Includes 14,494 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. |
(14) |
Includes 1,055 shares held in his 401(k) savings plan account. |
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 25
PRINCIPAL SHAREHOLDERS
The following table sets forth the number of shares of Synovus common stock held by the only known holders of more than 5% of the outstanding shares of Synovus common stock as of December 31, 2015.
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Shares
of Synovus Stock Beneficially Owned as of 12/31/15 |
|
|
Percentage of Outstanding Shares of Synovus Stock Beneficially Owned
as of 12/31/15(1) |
|
BlackRock, Inc. 40 East 52nd Street New York, NY 10022 |
|
|
9,208,324 |
(2) |
|
|
7.1% |
|
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvem, Pennsylvania 19355 |
|
|
8,364,545 |
(3) |
|
|
6.4% |
|
(1) |
The ownership percentages set forth in this column are based on Synovus issued and outstanding shares as of December 31, 2015. |
(2) |
This information is based upon information included in a Schedule 13G filed with the SEC on February 10, 2016 by BlackRock, Inc. BlackRock, Inc. reports sole voting and
dispositive power with respect to 9,208,324 shares. |
(3) |
This information is based upon information included in a Schedule 13G filed with the SEC on February 10, 2016 by The Vanguard Group, Inc. The Vanguard Group, Inc. reports
sole voting power with respect to 94,349 shares, shared voting power with respect to 6,100 shares, sole dispositive power with respect to 8,271,995 shares and shared dispositive power with respect to 92,550 shares. According to the filing, Vanguard
Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 86,450 of the reported shares and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the
beneficial owner of 13,999 of the reported shares. |
|
|
|
26 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is comprised of four directors, each of whom the Board has determined
to be an independent director as defined by the listing standards of the NYSE and the categorical standards of independence set by the Board. The duties of the Audit Committee are summarized in this Proxy Statement under Corporate Governance
and Board Matters Committees of the Board beginning on page 10 and are more fully described in the Audit Committee charter adopted by the Board of Directors.
One of the Audit Committees primary responsibilities is to assist the Board in its oversight responsibility regarding the integrity of Synovus financial statements and systems of internal controls.
Management is responsible for Synovus accounting and financial reporting processes, the establishment and effectiveness of internal controls and the preparation and integrity of Synovus consolidated financial statements. KPMG LLP,
Synovus independent auditor, is responsible for performing an independent audit of Synovus consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing
opinions on whether those financial statements are presented fairly in conformity with accounting principles generally accepted in the United States and on the effectiveness of Synovus internal control over financial reporting. The Audit
Committee is directly responsible for the compensation, appointment and oversight of KPMG LLP. The function of the Audit Committee is not to duplicate the activities of management or the independent auditor, but to monitor and oversee Synovus
financial reporting process.
In discharging its responsibilities regarding the financial reporting process, the Audit Committee:
|
|
Reviewed and discussed with management and KPMG LLP Synovus audited consolidated financial statements as of and for the year ended December 31, 2015,
managements assessment of the effectiveness of Synovus internal control over financial reporting and
|
|
|
KPMGs evaluation of Synovus internal control over financial reporting; |
|
|
Discussed with KPMG LLP the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees;
|
|
|
Received from KPMG LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding
KPMG LLPs communications with the Audit Committee concerning independence and has discussed with KPMG LLP their independence; and |
|
|
Considered whether KPMG LLPs provision of non-audit services to the Company is compatible with KPMG LLPs independence and concluded that KPMG LLP is
independent from Synovus and its management. |
The Audit Committee has discussed with Synovus internal auditors and KPMG LLP the
overall scope and plans for their respective audits. The Audit Committee regularly meets with Synovus internal auditors and KPMG, with and without management present, to discuss the results of their examinations and their observations and
recommendations regarding Synovus internal controls.
Based upon the review and discussions referred to in the preceding paragraph, the Audit
Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in Synovus Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and
Exchange Commission.
The Audit Committee
Tim E.
Bentsen, Chair
Elizabeth W. Camp
Jerry W. Nix
Joseph J. Prochaska, Jr.
KPMG LLP Fees and Services
The following table presents fees for professional audit
services rendered by KPMG LLP for the audit of Synovus annual consolidated financial statements for the years ended December 31, 2015 and December 31, 2014 and fees billed for other services rendered by KPMG during those periods.
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
|
2014 |
|
Audit Fees(1) |
|
$ |
2,949,555 |
|
|
$ |
2,500,000 |
|
Audit Related Fees(2) |
|
|
260,403 |
|
|
|
275,005 |
|
Tax Fees(3) |
|
|
269,074 |
|
|
|
249,130 |
|
All Other Fees |
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
3,479,032 |
|
|
$ |
3,024,135 |
|
(1) |
Audit fees consisted of fees for professional services provided in connection with the audits of Synovus consolidated financial statements and internal control over
financial reporting, reviews of quarterly financial statements, issuance of comfort letters and other SEC filing matters, and audit or attestation services provided in connection with other statutory or regulatory filings.
|
(2) |
Audit related fees consisted principally of fees for assurance and related services that are reasonably related to the performance of the audit or review of Synovus
financial statements and are not reported above under the caption Audit Fees. |
(3) |
Tax fees consisted of fees for tax consulting and compliance, tax advice and tax planning services. |
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 27
AUDIT COMMITTEE REPORT
Policy on Audit Committee Pre-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 to pre-approve all audit and permissible non-audit services provided by the independent auditor in order to assure that the
provision of these services does not impair the independent auditors independence. Synovus Audit Committee Pre-Approval Policy addresses services included within the four categories of audit and permissible non-audit services, which
include Audit Services, Audit Related Services, Tax Services and All Other Services.
The Audit Committee uses a combination of two approaches to
pre-approve audit and permitted non-audit services performed by the independent auditor: class pre-approval and specific pre-approval. The annual audit services engagement terms and fees are subject to the specific pre-approval of the Audit
Committee. In addition, the Audit Committee must specifically approve permissible non-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 specific pre-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 specific pre-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 the Pre-Approval Policy. Any proposed service that is not separately listed in the Pre-Approval Policy or any service exceeding the pre-approved fee levels must be specifically pre-approved by the Committee. The Audit Committee has delegated
pre-approval authority (on engagements not exceeding $100,000) to the Chairman of the Audit Committee. The Chairman must report any pre-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 Committees Charter and Pre-Approval Policy.
|
|
|
28 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
CD&A Overview
The following Compensation Discussion and Analysis, or
CD&A, describes our compensation program for our named executive officers, who are listed in the table below:
|
|
|
Name |
|
Title |
Kessel D. Stelling |
|
Chairman, Chief Executive Officer and President |
Thomas J. Prescott |
|
Executive Vice President and Chief Financial Officer |
Allen J. Gula, Jr. |
|
Executive Vice President and Chief Operations Officer |
Allan E. Kamensky |
|
Executive Vice President, General Counsel and Secretary |
J. Barton Singleton |
|
Executive Vice President and President, Financial Management Services |
Specifically, the CD&A addresses:
|
|
how our 2015 performance aligns with our 2015 compensation (set forth in the section entitled Executive Summary); |
|
|
each element of compensation and our mix of compensation for 2015 (set forth in the section entitled Elements and Mix of Compensation for Past
Fiscal Year); |
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the objectives of our compensation program (set forth in the section entitled Compensation Philosophy and Key Considerations);
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what our compensation program is designed to reward (also described in the section entitled Compensation Philosophy and Key Considerations);
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how each compensation element and our decisions regarding that element fit into Synovus overall compensation objectives and affect decisions regarding
other elements (described with each element of compensation, as well as in the section entitled Competitive Market Data); |
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why each element was chosen (described with each element of compensation, including base pay, short-term incentives and long-term incentives);
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how amounts for pay are determined (also described with each element of compensation, including base pay, short-term incentives and long-term incentives);
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information regarding post-termination compensation (our executives do not have employment agreements see the section entitled Employment and
Termination Agreements); and |
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our compensation framework, including our compensation process, compensation policies and risk considerations (described in the section entitled
Compensation Framework: Compensation Process, Compensation Policies and Risk Considerations). |
For additional information
about the Compensation Committee and its charter, its processes and procedures for administering executive compensation, the role of compensation consultants and other governance information, please see Corporate Governance and Board Matters
Committees of the Board Compensation Committee on page 10 of this Proxy Statement.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 29
EXECUTIVE COMPENSATION
Executive Summary
Synovus 2015 financial results reflected strong
performance with double digit growth in net income and balanced loan growth supported by strong core deposits.
2015 Financial Performance
Our key achievements in 2015 include the following:
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Earnings growthNet income available to common shareholders for 2015 was $215.8 million, a 16.7% increase from $185.0 million in 2014. Diluted
earnings per share was $1.62 for 2015, up 22.0% from 2014. |
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Loan growthTotal loans grew by $1.33 billion or 6.3% from a year ago to $22.43 billion, driven by solid, diversified growth across the entire loan
portfolio. |
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Deposit growthTotal average deposits increased $1.58 billion, or 7.6%, to $22.55 billion in 2015 from $20.97 billion in 2014. Average core deposits
increased $1.60 billion or 8.2% from 2014 driven by an increase in money market and non-interest bearing demand deposits. |
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Continued broad-based improvement in credit qualityCredit quality continued to improve. Non-performing assets declined 24.9% to $215.4 million at
December 31, 2015. Our NPA ratio was 0.96% as of December 31, 2015, down 39 b.p.s from December 31, 2014. Additionally, the net charge-off ratio declined 26 b.p.s to 0.13% compared to 0.39% in 2014.
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Continued focus on expense managementTotal non-interest expense for 2015 was $717.7 million, a 3.7% decrease compared to 2014. Adjusted non-interest
expense was $677.9 million in 2015, an increase of $2.1 million, or 0.3%, from 2014 as we continued to make strategic investments in technology and talent while also increasing productivity and efficiency. |
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Return of capital to shareholders while maintaining strong capital levelsWe completed the $250 million common stock repurchase program announced in
the fourth quarter of 2014, and during the third quarter of 2015 authorized a new $300 million share repurchase program to be completed over the next 15 months. Additionally, we announced a 20% increase in our quarterly common stock dividend
from $0.10 to $0.12 per share, effective with the dividend paid on January 4, 2016. Capital levels remained strong, including the common equity Tier 1 ratio which ended the year at 10.37%, well above capital adequacy regulatory requirements.
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For more information regarding our 2015 financial performance and for a reconciliation of any non-GAAP financial measures, please
refer to the full discussion of Synovus financial results of operations for 2015 in our 2015 Annual Report that accompanies this Proxy Statement.
2015 Compensation
The compensation of executives in 2015 reflects Synovus performance and our executive compensation program (established in 2014 following our exit from TARP)
which reflects our pay for performance philosophy. For example:
Base Salaries
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The Chief Executive Officer and other named executive officers (with one exception, as more fully described below) received 3% cash base salary increases,
consistent with the base salary increases for other team members.
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We eliminated salary stock unit awards to executive officers as we completed the transition to a post-TARP executive compensation program.
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30 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
EXECUTIVE COMPENSATION
Short-Term Incentives
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Our cash-based annual incentive plan, which was reintroduced in 2014, was continued in 2015. Short-term incentive award opportunities were increased from 2014 as
we completed the transition to our current program. For 2015, the formulaic component of our annual incentive was based 50% on core earnings, 25% on loan growth and 25% on growth in core deposits, as defined. The Compensation Committee also
evaluates several discretionary factors in determining the final payout. The actual payment could range from 0% to 150% of the target for each executive based upon Synovus performance relative to the formulaic measures and the discretionary
factors.
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Target awards for 2015, expressed as a percentage of base salary, were 100% for Kessel D. Stelling, 70% for each of Thomas J. Prescott and Allen J. Gula, Jr. and 60% for each of Allan E. Kamensky
and J. Barton Singleton. Based upon Synovus actual 2015 performance compared to the performance goals established for 2015, and consideration of each of the discretionary factors listed below, annual short-term incentive award payouts ranged
from 120% to 129% of target for each named executive officer. |
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The following chart summarizes the provisions of our short-term award incentive plan:
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Form of Award |
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Payout Formula Measures |
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Payout Range |
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Discretionary Adjustment Factors |
Cash |
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Core Earnings (50%) Loan Growth (25%) Growth in Core Deposits (25%) |
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0% to 150% of
Target |
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Credit Quality, Expense Management, Quality of Earnings, Regulatory Compliance, Risk Management, Total Shareholder Return, Individual
Performance |
Long-Term Incentives
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Our long-term incentive program for executive officers is comprised of two equity vehicles which link our executives compensation to performance results:
PSUs and MRSUs. |
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The PSUs have both a performance vesting component (based upon our weighted average ROAA over a three-year performance period, as defined) and a service vesting
component (100% after three years of service). The PSUs will only vest if the three-year weighted average ROAA meets or exceeds the performance criteria established by the Compensation Committee, which are based upon Synovus strategic plan
objectives. The actual payout of the PSUs can range from 0% to 150% of the target amount based upon the performance results. |
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MRSUs have a service-based vesting component, vesting one-third annually over a three-year period. In addition, the MRSUs feature performance criteria such that
the number of MRSUs that vest each year will be adjusted upward or downward by up to 25% based upon Synovus total shareholder return during the year. |
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Because of our stock ownership guidelines and hold until retirement requirements, executive officers hold a significant amount of Synovus common
stock, further aligning their interests with shareholders interests. |
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The following chart summarizes the provisions of our long-term incentive program:
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Form of Award |
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Vesting |
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Payout Formula Measures |
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Payout Range |
Performance Stock Units
(50% of award value) |
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100% after 3 years |
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Weighted Return on Average Assets (possible
downward discretionary adjustment based upon risk considerations see page 35) |
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0% to 150% of Award Amount |
Market Restricted Stock Units (50% of award value) |
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1/3 per year over 3 years
(33 1/3% per year) |
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Total Shareholder Return (possible downward discretionary adjustment based upon risk considerations see page 35) |
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75% to 125% of Award Amount |
We believe that the compensation delivered to each named executive officer in 2015 was fair and reasonable.
Results of 2014 Advisory Vote to Approve Executive Compensation
At the 2015 annual meeting of shareholders, we held an advisory vote on executive compensation for 2014. Over 96% of
the votes cast were in favor of this advisory proposal. The Compensation Committee considered this favorable outcome and believed the outcome conveyed our shareholders support of our executive compensation programs and did not make any
specific changes to our executive compensation
programs as a result of this vote. At the Annual Meeting, we will again hold an annual advisory vote to approve executive compensation paid in 2015. The Compensation Committee will continue to
consider the results from this years and future advisory votes on executive compensation.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 31
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.
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Compensation Philosophy and Key Considerations |
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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. |
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Target pay opportunities are assessed relative to the median of market pay
practices. Competitiveness was improved in 2015 through increased equity awards. |
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. |
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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. |
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Annual incentive plan aligns with strategic goals of earnings performance with growth in loans and deposits, while performance shares are based on increasing ROAA performance.
Long-term incentives also reward shareholder value creation by providing all awards in equity and varying payouts of MRSUs based on shareholder return. |
Alignment with Long-Term Shareholders: Executives should have meaningful equity stakes that focus them on creating long-term shareholder
value. |
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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. |
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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. |
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32 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
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:
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Compensation Element |
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Objective |
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Key Features |
Base Pay |
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Compensate an executive for performing his or her job on a daily basis. |
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Fixed cash salary generally targeted at median (50th percentile) of identified list of Peer Companies (companies with similar size and scope of
banking operations) for similar positions. |
Short-Term Incentives |
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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. |
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We reintroduced a cash-based annual incentive plan in 2014. The performance goals under the plan for 2015 were based 50% on core earnings, 25% on loan
growth and 25% on core deposit growth. The award payout can range from 0% to 150% of the target and for each executive based upon performance compared to goals and consideration of discretionary factors. For 2015, executives had target annual
incentive opportunities ranging between 60% and 100% of base salary. |
Long-Term Incentives |
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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. |
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We granted PSUs and MRSUs in 2015 so that all of our long-term incentive awards are linked to performance. The PSUs and the MRSUs were each 50% of
long-term award amounts. The PSUs have a three-year vesting component (100% after three years) and a performance vesting component. Under the performance formula, the payment of the PSUs can range from 0% to 150% of the target award based on
Synovus weighted average ROAA during the performance period. The MRSUs, which were granted in lieu of stock awards that vest based only on service, have a three-year service requirement (one-third vest each year) as well as performance
criteria such that the number of MRSUs that vest each year can be adjusted upward or downward up to 25% based on Synovus total shareholder return. |
Perquisites |
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Small component of pay intended to provide an economic benefit to executives to promote their attraction and retention. Align our compensation plan with competitive practices. |
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Perquisites in 2015 were limited to club dues, auto allowance, executive life insurance, financial planning, and security alarm monitoring for certain
officers and, in addition, transportation services and a housing allowance for Mr. Stelling. |
Retirement Plans |
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Defined contribution plans designed to provide income following an executives retirement, combined with a deferred compensation plan to replace
benefits lost under Synovus qualified plans. |
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Plans offered include a profit sharing plan, a 401(k) savings plan and a deferred compensation plan. |
Change of Control Agreements |
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Provide orderly transition and continuity of management following a change of control of Synovus. |
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Upon double trigger (change of control followed by qualifying termination within 2 years), agreements provide for three times the
executives base salary and bonus. As of June 2012, the Compensation Committee has committed that any new change of control agreements will not permit excise tax gross- ups. |
Base Pay
To ensure that base salaries are competitive, Synovus historical pay philosophy has been
to target base pay at the median (the 50th percentile) of the composite of the Peer Company data and the external market survey data, based on similarly situated positions
and each executives position and job responsibilities.
The Committee views market data as one input when evaluating executive base salaries.
Subjective evaluation of individual performance
can also affect base pay. Comparison of an executives base salary to the base salaries of other Synovus executives may also be a factor in establishing base salaries, especially with
respect to positions for which there is no clear market match in the comparative data. Generally, large increases in base pay occur only when an executive is promoted into a new position or when needed to bring salaries more in line with market
data.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 33
EXECUTIVE COMPENSATION
Base Pay Decisions in 2015
After reviewing market comparisons for similarly-situated positions, the Committee awarded 3% base salary increases
(rounded up to the nearest $250) for the Chief Executive Officer and for Synovus other named executive officers (except for Mr. Singleton) in 2015. Mr. Singleton received two base salary increases of 11% and 5%, respectively, in 2015
in order to bring his salary more in line with market data. While the Committee recognized that some cash salaries were below the market median, base salary increases were generally limited to 3% to remain consistent with the base salary percentage
increases
received by other team members at Synovus. As a result, individual performance was not a factor used in determining base pay for Synovus named executive officers in 2015.
We eliminated salary stock unit awards in 2015 as we completed our transition to our executive compensation program. The value previously delivered through salary
stock was added to our short-term incentive award opportunities as described below.
Short-Term Incentives
Our executive compensation historically included cash-based award incentive compensation earned through performance.
We provide short-term incentive compensation opportunities in order to provide an incentive for our executives to meet critical award goals that support our
long-term strategy, to promote pay for performance, and to ensure a competitive program given the prevalence of short-term incentive compensation in the market place.
Short-Term Incentive Decisions in 2015
We reintroduced a cash-based annual incentive plan in 2014. We continued the plan in 2015 as we completed the
transition to our executive compensation program, increasing short-term incentive award opportunities and eliminating salary stock unit awards. The performance goals for the short-term incentive plan for 2015 were based 50% on core earnings, 25% on
loan growth and 25% on growth in core deposits, as defined. In addition, the Committee has the discretion to adjust awards based on credit quality, expense management, quality of earnings,
regulatory compliance, risk management, total shareholder return and individual performance. Actual payouts under the plan can vary from 0% to 150% of the target based upon Synovus and each
executives performance in these areas compared to the performance goals. Target awards for 2015, expressed as a percentage of base salary, were 100% for Mr. Stelling, 70% for each of Messrs. Prescott and Gula and 60% for each of Messrs.
Kamensky and Singleton.
The following chart summarizes the performance
goals in each category for threshold, target and maximum payouts as well as the actual performance:
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Weight |
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Threshold |
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Target |
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Maximum |
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Actual |
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Percent of Target |
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Weighted Results |
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Core Earnings |
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50% |
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$167M |
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$ |
209M |
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$251M |
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$ |
215.85M |
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108.15% |
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54.07% |
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Loan Growth |
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25% |
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3% |
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5% |
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7% |
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6.31% |
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132.75% |
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33.19% |
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Growth in Core Deposits |
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25% |
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3% |
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5% |
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7% |
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13.34% |
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150.00% |
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37.50% |
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124.76% |
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The Committee considered each of the discretionary factors listed above prior to awarding annual incentives. With
respect to credit quality, the credit metrics showed continued broad-based improvement. Total credit costs declined 24.0% from 2014 to $50.7 million; the non-performing assets ratio declined 39 b.p.s to 0.96%, and the net charge off ratio declined
26 b.p.s to 0.13% for 2015. With respect to expense management, adjusted non-interest expense was $677.9 million for 2015, showing only slight increases over reported adjusted non-interest expenses of $675.7 million in 2014, and $670.5 million in
2013. The results reflect continued focus on controlling expenses while investing in talent, technology, and branding. The quality of earnings was scored as high based on the sustainability of earnings and the factors that drove earnings, including
balanced loan growth, credit quality improvement, fee income growth and expense management. The Committee also reviewed the Companys risk management scorecard, which reflected that the Companys operations were within approved guidelines,
as well
as the Companys regulatory compliance scorecard. The Companys one-year total shareholder return was 21%, which was in the 94th percentile of peer companies, while the 3-year total shareholder return was 96%, the highest among peer companies. The Committee also reviewed individual performance as
reflected in performance evaluations.
Based on the results of the performance goals and consideration of the discretionary factors described above, the
Committee approved an annual incentive award payout of 124.76% of target for Mr. Stelling and payouts ranging from 120% to 129% of target for each of the Companys 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 40 of this Proxy Statement.
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34 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
EXECUTIVE COMPENSATION
Long-Term Incentives
Our executive compensation program has historically included 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 2015
In 2015, we granted long-term incentives through a combination of 50% PSUs and 50% MRSUs. This represented an
increase in the focus on the PSUs relative to 2014, when they comprised 40% of the long-term incentives. All of our long-term incentive awards are linked to Synovus future performance.
The PSUs have both a performance vesting requirement and a service vesting component. Under the performance vesting component, Synovus weighted average ROAA is measured over a three-year performance period.
The performance formula approved by the Committee is based upon the Companys objectives under its strategic plan. The actual payout of the PSUs can range from 0% to 150% of the target amount based upon Synovus weighted average ROAA
during the performance period compared to the performance formula approved by the Compensation Committee. The service vesting component
specifies that shares earned based on performance results will vest after three years of service.
The MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier. Under the service-based vesting component, the MRSUs vest
one-third each year over a three-year period subject to each executives 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:
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Grant Date |
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Vesting Date/
Percent |
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Total Shareholder
Return (TSR)* |
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Payout Percentage
(based upon TSR) |
12/11/2013 |
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12/11/2014 (33 1/3%) |
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+11.2% |
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111.2% |
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12/11/2015 (33 1/3%) |
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+27.6% |
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125.0% |
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12/11/2016 (33 1/3%) |
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TBD |
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TBD |
1/31/2014 |
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1/31/2015 (33 1/3%) |
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+3.7% |
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103.7% |
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1/31/2016 (33 1/3%) |
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+18.1% |
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118.1% |
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1/31/2017 (33 1/3%) |
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TBD |
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TBD |
2/19/2015 |
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2/19/2016 (33 1/3%) |
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+7.6% |
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107.6% |
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2/19/2017 (33 1/3%) |
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TBD |
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TBD |
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2/19/2018
(33 1/3%) |
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TBD |
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TBD |
Both the PSUs and MRSUs are subject to downward adjustment if future results suggest risk was not properly considered
in achieving the results on which the number of units awarded were based. The Compensation Committee will consider if reductions are warranted if any of the following occur during the vesting period: Synovus or a line of business experiences a
material loss, Synovus or an individual executive fails to comply with risk policies or properly address risk concerns, or if regulatory capital falls below regulatory capital requirements.
Individual long-term incentive award amounts were determined after the Committee reviewed market comparisons for
similarly-situated positions. Because target long-term incentive award opportunities were below market, Mr. Stelling and the Companys other named executive officers received increases in their long-term incentive award amounts for 2015.
The long-term incentive awards made to Synovus named executive officers in 2015 are set forth in the Estimated Future Payouts Under Equity Incentive Plan Awards column of the Grants of Plan-Based Awards Table on page 41 of
this Proxy Statement.
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 2015 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. The Companys incremental cost of
providing these benefits is included as All Other Compensation in the Summary Compensation
Table and is described in more detail in footnotes 4 and 5 of the Summary Compensation Table on page 40 of this Proxy Statement. Considered both individually and in the aggregate, we believe
that the perquisites we offer to our named executive officers are reasonable and appropriate.
The Committee suspended the personal use of aircraft by
the Companys executives in 2009, although the Committee can approve exceptions to that policy. No exceptions were approved during 2015.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 35
EXECUTIVE COMPENSATION
Retirement and Deferred Compensation Plans
Our compensation program also includes retirement plans designed to provide income following an executives
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 executives retirement, the
benefits are earned while employed. We have chosen to use defined contribution retirement plans because we believe that defined benefit plans are difficult to understand and communicate, and contributions to defined benefit plans often depend upon
factors that are beyond Synovus control, such as the earnings performance of the assets in such plans compared to actuarial assumptions inherent in such plans. Synovus offered two qualified defined contribution retirement plans to its
employees in 2015: a profit sharing plan and a 401(k) savings plan.
The 401(k) savings plan offers an employer matching contribution of up to 4% of
compensation. In addition, there is an opportunity under the profit sharing plan for discretionary employer contributions based upon profitability. Based upon Synovus performance for 2015, Synovus named executive officers did not receive
an employer discretionary contribution under the profit sharing plan.
In addition to these plans, the Deferred Compensation Plan, or the Deferred Plan,
replaces benefits foregone under the qualified plans due to legal limits imposed by the Internal Revenue Service, or IRS. The Deferred Plan does not provide above market interest. Instead,
participants in the Deferred Plan can choose to invest their accounts among mutual funds that are the same as the mutual funds that are offered in the 401(k) savings plan. The executives
Deferred Plan accounts are held in a rabbi trust, which is subject to claims by Synovus creditors. The employer matching contribution to the Deferred Plan for 2015 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 2015 for named executive officers is set forth in the Aggregate Earnings in Last FY column in the Nonqualified Deferred
Compensation Table. Mr. Stelling also participates in a deferred compensation plan entered into with Riverside Bank, or the Riverside Plan, prior to Riverside Banks 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, 2015 is included in Mr. Stellings balance in the Nonqualified Deferred Compensation Table and Synovus contribution to the Riverside
Plan for 2015 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 executives 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 executives 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 tax gross-ups from any new change of control agreements.
|
|
|
36 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
EXECUTIVE COMPENSATION
Competitive Market Data
The Compensation Committee historically has evaluated comparative data relating to total direct compensation (salary,
short-term incentive opportunities, and long-term incentive opportunities) to assess the executive compensation practices of competitor companies. The Committee continued this practice in 2015, with the assistance of Meridian. Findings from this
comparative evaluation were used to assist the Committee in establishing the compensation opportunities for executives in 2015.
The Committee continued
to use a peer group of 18 banks as part of its evaluation. The peer group consists of nine banks with higher assets
and nine banks with lower assets than Synovus, and does not include any banks with more than three times Synovus assets. As part of its evaluation of market practices, the Committee
reviewed the most recent proxy data available for the banks listed below, as well as data appropriate to our industry and company size from external market surveys. When reviewing this data, the Committee focused on total direct compensation
opportunities, not necessarily the amount of compensation actually paid, which varies depending upon each companies performance results.
|
|
|
Associated Banc-Corp. |
|
Hancock Holding Company |
BOK Financial Corp. |
|
Huntington Bancshares, Inc. |
Comerica Inc. |
|
New York Community Banccorp, Inc. |
Commerce Bancshares, Inc. |
|
Peoples United Financial, Inc. |
Cullen/Frost Bankers, Inc. |
|
Popular, Inc. |
First Horizon National Corp. |
|
Prosperity Bancshares Inc. |
First Merit Corporation |
|
TCF Financial Corp. |
First Niagara Financial Group, Inc. |
|
Webster Financial Corp. |
Fulton Financial Corp. |
|
Zions Bancorporation |
Compensation Framework: Compensation Policies, Compensation Process and Risk Considerations
Compensation Policies
Timing of Equity Awards
If the Compensation Committee is taking action to approve equity awards on or near the date that Synovus annual
earnings are released, the Committee has established the grant date for equity awards to executives as: (a) the last business day of the month in which earnings are released or, if later, (b) two complete business days following the date
of the earnings release. This policy ensures that the annual earnings release has time to be absorbed by the market before equity awards are granted.
Stock Ownership/Retention Guidelines
To align the interests
of its executives with shareholders, Synovus implemented stock ownership guidelines for its executives. Under the guidelines, executives are required to maintain ownership of Synovus common stock equal to at least a specified multiple of base
salary, as set forth in the table below:
|
|
|
|
|
Named Executive Officer |
|
Ownership Level
(as multiple of base salary) |
|
Chief Executive Officer |
|
|
5x |
|
All other executive officers |
|
|
3x |
|
The guidelines were initially adopted in 2004 and are reviewed at the beginning of each calendar year. Executives have a five-year
grace period to fully achieve the guideline with an interim three-year goal. Until the guideline is achieved, executives are required to retain all net shares received upon the exercise of stock options or vesting of other stock-based awards,
excluding shares used to pay an options 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 as of December 31, 2015.
Hold Until Retirement Provision
Synovus has also adopted a hold until retirement provision that
applies to all unexercised stock options and unvested restricted stock and restricted stock unit awards. Under this provision, executives that have attained the stock ownership guidelines described above are also required to retain ownership of 50%
of all stock acquired through Synovus equity compensation plans (after taxes and transaction costs) until their retirement or other termination of employment. The hold until retirement requirement further aligns the interests of
its 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 Committees discretion.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 37
EXECUTIVE COMPENSATION
Anti-Hedging Policy
Synovus does not allow directors or executive officers to hedge the value of Synovus equity securities held directly
or indirectly by the director or executive officer. Synovus policy prohibits the purchase or sale of puts, calls, options or other derivative securities based on Synovus securities, as well as hedging or monetization transactions, such
as zero-cost collars and forward sale contracts or other derivative securities based on Synovus securities.
Anti-Pledging Policy
Synovus Corporate Governance Guidelines and Insider Trading Policy prohibit pledges of our stock by directors and executive officers.
Tax Considerations
Section 162(m) of the Code limits
the deductibility of compensation paid by a publicly-traded corporation to its named executive officers, other than the Chief Financial Officer, for amounts in excess of $1 million, unless certain conditions are met. The short-term and long-term
incentive plans have been approved by shareholders, and awards under these plans are eligible to qualify as performance-based compensation for purposes of Section 162(m). With
respect to our short-term incentive program, the Committee established a goal of 1.5% of core earnings for 162(m) purposes to fund the 2015 awards. This amount was sufficient to fund the 2015 short-term incentive award amounts. We reserve the right
to provide compensation that is not tax-deductible, however, if we believe the benefits of doing so outweigh the loss of a tax deduction.
Accounting
Considerations
We account for all compensation paid in accordance with generally accepted accounting principles. The accounting treatment has
generally not affected the form of compensation paid to named executive officers.
No Option Repricing
Our 2013 Omnibus Plan prohibits the repricing of stock options and stock appreciation rights without shareholder approval.
Compensation Process
Role of Compensation Committee and Compensation Consultant in Compensation Process
The roles of the Compensation Committee and its compensation consultant in the compensation process are described in detail on page 10 of this Proxy Statement
under Corporate Governance and Board Matters Committees of the Board Compensation Committee.
Role of the Executive
Officers in the Compensation Process
Synovus Chief Executive Officer generally attends Compensation Committee meetings by invitation of the
Committee. The Chief Executive Officer provides management perspective on issues under consideration by the Committee and makes proposals regarding the compensation of the named executive officers, other than himself. The Chief Executive Officer
does not have authority to vote on Committee matters. The Committee regularly meets in executive session without any executive officers present. For more information regarding Committee meetings, please refer to page 10 of this Proxy Statement
under Corporate Governance and Board Matters 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 2015 and concluded that their total compensation is fair and reasonable.
Risk Considerations
Our compensation program is reviewed by several different groups to ensure that the risks involved with the program
are appropriately assessed and managed. The compensation risks are first reviewed by the management team that designs, implements and administers the program. All incentive compensation programs are also reviewed by the Executive Risk Committee, a
management committee chaired by our Chief Risk Officer. In addition, in 2015, the Compensation Committee met with the Chief Risk Officer to conduct a risk assessment of our compensation plans. Synovus employee incentive plans are broadly
classified by business unit: incentive plans for Synovus banking divisions and incentive plans for Synovus Financial Management Services division. All of the plans were assessed for risk factors in
different categories, including financial risks, strategic risks, and administrative risks. Each plan was assigned a level of risk ranking from 1 (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 Companys risk assessment process, the Compensation Committee concluded that there were no unnecessary risks under the plans and there were no risks arising from
the Companys compensation policies and practices that were likely to have a material adverse effect on the Company.
|
|
|
38 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
COMPENSATION COMMITTEE REPORT
CD&A
Synovus Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, has recommended to the Board that the
Compensation Discussion and Analysis be included in Synovus 2015 Annual Report and in this Proxy Statement.
The Compensation Committee
Elizabeth W. Camp, Chair
T. Michael Goodrich
V. Nathaniel Hansford
Melvin T. Stith
Barry L. Storey
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 39
SUMMARY COMPENSATION TABLE
The table below summarizes the compensation for each of our named executive officers for each of the last three fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position |
|
Year |
|
|
Salary
($)(1) |
|
|
Bonus
($) |
|
|
Stock Awards
($)(2) |
|
|
Option Awards
($) |
|
|
Non-Equity Incentive
Plan Compensation ($) |
|
|
Change in Pension
Value and Nonqualified Deferred Compensation Earnings ($) |
|
|
All Other Compensation
($) |
|
|
Total
($) |
|
Kessel D. Stelling |
|
|
2015 |
|
|
$ |
962,269 |
|
|
|
|
|
|
$ |
1,791,521 |
|
|
|
|
|
|
|
$1,221,419 |
|
|
|
|
|
|
|
$251,413 |
(3)(4)(5) |
|
$ |
4,226,622 |
|
Chairman, Chief |
|
|
2014 |
|
|
|
1,118,246 |
|
|
|
|
|
|
|
1,276,868 |
|
|
|
|
|
|
|
854,240 |
|
|
|
|
|
|
|
156,702 |
|
|
|
3,406,056 |
|
Executive Officer |
|
|
2013 |
|
|
|
1,178,600 |
|
|
|
|
|
|
|
953,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,225 |
|
|
|
2,214,455 |
|
and President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Prescott |
|
|
2015 |
|
|
|
436,470 |
|
|
|
|
|
|
|
460,691 |
|
|
|
|
|
|
|
372,901 |
|
|
|
|
|
|
|
12,247 |
(4)(5) |
|
|
1,282,309 |
|
Executive Vice |
|
|
2014 |
|
|
|
507,294 |
|
|
|
|
|
|
|
459,677 |
|
|
|
|
|
|
|
193,778 |
|
|
|
|
|
|
|
11,972 |
|
|
|
1,172,721 |
|
President and |
|
|
2013 |
|
|
|
534,725 |
|
|
|
|
|
|
|
371,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,277 |
|
|
|
924,545 |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allen J. Gula, Jr. |
|
|
2015 |
|
|
|
434,192 |
|
|
|
|
|
|
|
460,691 |
|
|
|
|
|
|
|
370,955 |
|
|
|
|
|
|
|
17,575 |
(3)(4)(5) |
|
|
1,283,413 |
|
Executive Vice |
|
|
2014 |
|
|
|
504,788 |
|
|
|
|
|
|
|
286,059 |
|
|
|
|
|
|
|
144,575 |
|
|
|
|
|
|
|
19,072 |
|
|
|
954,494 |
|
President and |
|
|
2013 |
|
|
|
532,125 |
|
|
|
|
|
|
|
370,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,225 |
|
|
|
914,594 |
|
Chief Operations
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allan E. Kamensky* |
|
|
2015 |
|
|
|
417,229 |
|
|
|
|
|
|
|
286,675 |
|
|
|
|
|
|
|
305,539 |
|
|
|
|
|
|
|
6,000 |
(4)(5) |
|
|
1,015,443 |
|
Executive Vice |
|
|
2014 |
|
|
|
431,231 |
|
|
|
|
|
|
|
385,512 |
|
|
|
|
|
|
|
138,926 |
|
|
|
|
|
|
|
8,957 |
|
|
|
964,626 |
|
President, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Counsel and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Barton Singleton** |
|
|
2015 |
|
|
|
390,606 |
|
|
|
|
|
|
|
286,675 |
|
|
|
|
|
|
|
316,953 |
|
|
|
|
|
|
|
6,000 |
(4)(5) |
|
|
1,000,234 |
|
Executive Vice |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Financial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Mr. Kamensky was elected Executive Vice President, General Counsel and Secretary in January 2014, effective February 10, 2014. |
** |
Mr. Singleton was not a named executive officer in 2013 or 2014. |
(1) |
As described in the Base Salary section of the CD&A, salary stock unit awards were reduced in 2014 and eliminated in 2015, which resulted in a decline in base
salaries from 2013 through 2015. |
(2) |
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 21 of the Notes to the Audited Consolidated Financial Statements in the 2015 Annual Report. The grant date fair value of the MRSU awards is based on the probable
outcome of the awards performance conditions. If the highest level of performance were achieved, the grant date fair value of the awards would have been $2,455,351 for Mr. Stelling, $632,139 for each of Messrs. Prescott and Gula, and
$393,374 for each of Messrs. Kamensky and Singleton. |
(3) |
Amount includes company contributions by Synovus to nonqualified deferred compensation plans of $151,823 and $11,575 for Messrs. Stelling and Gula, respectively.
|
(4) |
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 $96,590 for Mr. Stelling. These perquisites include a housing allowance of $26,400, an auto allowance of $6,000, financial planning assistance of $50,000, and transportation service costs of $14,190. Messrs. Stelling and
Prescott receive security alarm monitoring service for which there is no incremental cost to the Company. Each executive also receives the reimbursement of monthly country club dues. However, there is no incremental cost to the Company for the
personal benefit of such memberships because each executive is expected to, and uses, such memberships for business purposes. |
(5) |
Amount includes auto allowance of $6,000 each for Messrs. Prescott, Gula, Kamensky and Singleton, financial planning assistance of $5,000 for Mr. Prescott, and the
actuarial value of salary continuation life insurance benefit of $1,247 for Mr. Prescott. |
|
|
|
40 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
SUMMARY COMPENSATION TABLE
Grants of Plan-Based Awards for Fiscal Year 2015
The table below sets forth the short-term and long-term incentive compensation (granted in the form of cash-based awards, PSUs and MRSUs) awarded to the named
executive officers for 2015. There were no stock options granted to the named executive officers for 2015.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future
Payouts Under Non-Equity Incentive Plan Awards(1) |
|
|
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#) |
|
|
All
Other Option Awards: Number of Securities Under- lying Options
(#) |
|
|
|
|
|
Grant Date Fair Value
of Stock and Option Awards(3)
($) |
|
Name |
|
Grant Date |
|
|
Action Date |
|
|
Threshold
($) |
|
|
Target
($) |
|
|
Maximum
($) |
|
|
|
|
Threshold
(#) |
|
|
Target
(#) |
|
|
Maximum
(#) |
|
|
|
|
Exercise or Base Price
of Option Awards ($/Sh) |
|
|
Kessel D. Stelling |
|
|
2-19-15 (Cash Incentive) |
|
|
|
2-19-15 |
|
|
$ |
489,500 |
|
|
$ |
979,000 |
|
|
$ |
1,468,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 (PSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,592 |
|
|
|
31,184 |
|
|
|
46,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$875,023 |
|
|
|
|
2-19-15 (MRSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,388 |
|
|
|
31,184 |
|
|
|
38,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
916,498 |
|
Thomas J. Prescott |
|
|
2-19-15 (Cash Incentive) |
|
|
|
2-19-15 |
|
|
|
155,376 |
|
|
|
310,751 |
|
|
|
465,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 (PSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,010 |
|
|
|
8,019 |
|
|
|
12,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225,013 |
|
|
|
|
2-19-15 (MRSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,014 |
|
|
|
8,019 |
|
|
|
10,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235,678 |
|
Allen J. Gula, Jr. |
|
|
2-19-15 (Cash Incentive) |
|
|
|
2-19-15 |
|
|
|
154,565 |
|
|
|
309,129 |
|
|
|
463,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 (PSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,010 |
|
|
|
8,019 |
|
|
|
12,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225,013 |
|
|
|
|
2-19-15 (MRSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,014 |
|
|
|
8,019 |
|
|
|
10,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235,678 |
|
Allan E. Kamensky |
|
|
2-19-15 (Cash Incentive) |
|
|
|
2-19-15 |
|
|
|
127,308 |
|
|
|
254,616 |
|
|
|
381,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 (PSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,495 |
|
|
|
4,990 |
|
|
|
7,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,019 |
|
|
|
|
2-19-15 (MRSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,743 |
|
|
|
4,990 |
|
|
|
6,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146,656 |
|
J. Barton Singleton |
|
|
2-19-15 (Cash Incentive) |
|
|
|
2-19-15 |
|
|
|
122,850 |
|
|
|
245,700 |
|
|
|
368,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 (PSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,495 |
|
|
|
4,990 |
|
|
|
7,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,019 |
|
|
|
|
2-19-15 (MRSUs) |
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,743 |
|
|
|
4,990 |
|
|
|
6,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146,656 |
|
(1) |
Reflects threshold target and maximum payout opportunities under the annual incentive plan based on 2015 performance. The actual amount of annual incentive earned by the named
executive officer is reported under the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. For more information regarding the annual incentive plan, see the discussion under Short Term Incentives
in the Executive Compensation Compensation Discussion and Analysis section of this Proxy Statement. |
(2) |
Reflects threshold target and maximum number of shares that may be earned under awards of PSUs 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 three one-year performance periods. Based upon Synovus total shareholder return during the performance period, the number of MRSUs that vest each year can be adjusted
upward or downward 25%. |
(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 21 of the Notes to the Audited Consolidated Financial Statements in the 2015 Annual Report. |
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 41
SUMMARY COMPENSATION TABLE
Outstanding Equity Awards at 2015 Fiscal Year-End
The table below identifies the option awards and stock awards held by the named executive officers and outstanding on December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
|
Stock Awards |
|
Name |
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable |
|
|
Option Exercise Price
($) |
|
|
Option Expiration Date |
|
|
Grant Date |
|
|
|
|
Number of Shares or Units of Stock That Have Not Vested |
|
|
Market Value
of Shares or Units of Stock That Have Not Vested(1) |
|
|
Equity Incentive Plan Awards: Number
of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
|
Equity
Incentive Plan
Awards: Market
or Payout Value of
Unearned Shares, Units or Other Rights That Have Not
Vested ($)(1) |
|
Kessel D. Stelling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
31,499 |
(2) |
|
$ |
1,019,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
31,499 |
(4) |
|
|
1,019,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-31-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
21,807 |
(2) |
|
|
706,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-31-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
21,804 |
(4) |
|
|
706,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-11-13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,105 |
(2) |
|
|
165,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6-18-13 |
|
|
|
|
|
31,351 |
(3) |
|
$ |
1,015,145 |
|
|
|
|
|
|
|
|
|
Thomas J. Prescott |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,098 |
(2) |
|
|
262,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,098 |
(4) |
|
|
262,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-31-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7,847 |
(4) |
|
|
254,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-31-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7,850 |
(2) |
|
|
254,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-11-13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,457 |
(2) |
|
|
47,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6-18-13 |
|
|
|
|
|
14,229 |
(3) |
|
|
460,735 |
|
|
|
|
|
|
|
|
|
|
|
|
11,838 |
|
|
|
90.51 |
|
|
|
01/30/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,923 |
|
|
|
104.44 |
|
|
|
01/31/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,143 |
|
|
|
92.26 |
|
|
|
01/31/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,293 |
|
|
|
92.26 |
|
|
|
01/31/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allen J. Gula, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,098 |
(2) |
|
|
262,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,098 |
(4) |
|
|
262,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-31-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,885 |
(2) |
|
|
158,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-31-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,882 |
(4) |
|
|
158,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-11-13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,457 |
(2) |
|
|
47,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6-18-13 |
|
|
|
|
|
14,161 |
(3) |
|
|
458,533 |
|
|
|
|
|
|
|
|
|
Allan E. Kamensky |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,039 |
(2) |
|
|
163,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,039 |
(4) |
|
|
163,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-10-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,868 |
(4) |
|
|
157,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-10-14 |
|
|
|
|
|
2,896 |
(5) |
|
|
93,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-10-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,871 |
(2) |
|
|
157,723 |
|
J. Barton Singleton |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,039 |
(4) |
|
|
163,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-19-15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,039 |
(2) |
|
|
163,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-31-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,885 |
(2) |
|
|
158,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-31-14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,882 |
(4) |
|
|
158,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-11-13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,457 |
(2) |
|
|
47,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6-18-13 |
|
|
|
|
|
11,570 |
(3) |
|
|
374,637 |
|
|
|
|
|
|
|
|
|
|
|
|
17,858 |
|
|
|
92.26 |
|
|
|
01/31/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Market value includes dividend equivalents and is calculated based on the closing price of Synovus common stock on December 31, 2015 ($32.38) as reported on the
NYSE. |
(2) |
MRSUs have a three-year service requirement (one-third vest for each year of service following grant) and a three-year performance period. Based upon Synovus total
shareholder return during the performance period, the number of MRSUs that vest each year can be adjusted upward or downward 25%. |
(3) |
Restricted stock unit awards granted under TARP vest when the executive completes three years of continuous service following the grant date. The awards also required Synovus
to repay TARP, which occurred in July 2013, and to achieve two consecutive quarters of profitability, which was accomplished in the second and third quarters of 2013. |
(4) |
PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus weighted average ROAA during
the performance period, the payout of the performance stock units can range from 0% to 150% of the target amount. |
(5) |
Restricted stock units have a three-year service requirement (one-third vest for each year of service). |
|
|
|
42 |
|
SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
SUMMARY COMPENSATION TABLE
Option Exercises and Stock Vested for Fiscal Year 2015
The following table sets forth the number and corresponding value realized during 2015 with respect to restricted stock units that vested for each named executive
officer. No named executive officer exercised stock options during 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
|
Stock Awards |
|
Name |
|
Number of Shares Acquired on Exercise (#) |
|
|
Value Realized on Exercise
($) |
|
|
|
|
Number of Shares Acquired on Vesting (#) |
|
|
Value Realized on Vesting
($)(1) |
|
Kessel D. Stelling |
|
|
|
|
|
|
|
|
|
|
|
|
59,981 |
|
|
$ |
1,714,872 |
|
Thomas J. Prescott |
|
|
|
|
|
|
|
|
|
|
|
|
25,094 |
|
|
|
716,668 |
|
Allen J. Gula, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
23,475 |
|
|
|
674,657 |
|
Allan E. Kamensky |
|
|
|
|
|
|
|
|
|
|
|
|
4,016 |
|
|
|
111,123 |
|
J. Barton Singleton |
|
|
|
|
|
|
|
|
|
|
|
|
19,977 |
|
|
|
573,880 |
|
(1) |
Reflects the fair market value of the underlying shares as of the vesting date. |
Nonqualified Deferred Compensation for Fiscal Year 2015
The table below provides information relating to the
activity in the deferred compensation plans for the named executive officers in 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Executive Contributions
in Last FY ($)(1) |
|
|
Registrant Contributions
in Last FY ($)(2) |
|
|
Aggregate Earnings
in Last FY
($) |
|
|
Aggregate Withdrawals/ Distributions
($) |
|
|
Aggregate Balance
at Last FYE ($)(3) |
|
Kessel D. Stelling |
|
$ |
54,495 |
|
|
$ |
151,823 |
|
|
$ |
(2,806 |
) |
|
|
|
|
|
$ |
1,400,365 |
(4) |
Thomas J. Prescott |
|
|
|
|
|
|
|
|
|
|
(13,742 |
) |
|
|
|
|
|
|
884,866 |
|
Allen J. Gula, Jr. |
|
|
11,575 |
|
|
|
11,575 |
|
|
|
114 |
|
|
|
|
|
|
|
55,244 |
|
Allen E. Kamensky |
|
|
|
|
|
|
|
|
|
|
(59 |
) |
|
|
|
|
|
|
9,976 |
|
J. Barton Singleton |
|
|
|
|
|
|
|
|
|
|
(822 |
) |
|
|
|
|
|
|
56,074 |
|
(1) |
The amounts included in this column are included in the Summary Compensation Table for 2015 as Salary. |
(2) |
The amounts included in this column are included in the Summary Compensation Table for 2015 as All Other Compensation. |
(3) |
Of the balances reported in this column, the amounts of $312,625, $473,350, $12,687 and $3,649 with respect to Messrs. Stelling, Prescott, Gula and Kamensky, respectively,
were reported in the Summary Compensation Table as All Other Compensation in previous years. |
(4) |
The year-end balance for Mr. Stelling includes $341,007 in the Deferred Plan, which had contributions of $54,495 for 2015, and $1,059,358 in the Riverside Plan, which had
contributions of $97,328 in 2015. |
The Deferred Plan replaces benefits lost by executives under the qualified retirement plans due to IRS limits.
Executives are also permitted to defer all or a portion of their base salary or short-term incentive award. Amounts deferred under the Deferred Plan are deposited into a rabbi trust, and executives are permitted to invest their accounts in mutual
funds that are generally the same as the mutual funds available in the qualified 401(k) plan. Deferred Plan participants may elect to withdraw their accounts as of a specified date or upon their
termination of employment. Distributions can be made in a single lump sum or in annual installments over a 2-10 year period, as elected by the executive. Each named executive officer is 100%
vested and will therefore receive his account balance in Synovus nonqualified deferred compensation plan upon his termination of employment for any reason.
The material terms and provisions of the Riverside Plan are described on page 36 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 executives employment by Synovus for any reason other
than cause, death, or disability, or by the executive for good reason, within two years following the date of the change of control. Change of control is defined, in general, as the acquisition of 20% of
Synovus stock by any person as defined under the Securities Exchange Act of
1934, turnover of more than one-third of the Board of Directors of Synovus, or a merger of Synovus with another company if the former shareholders of Synovus own less than 60% of the surviving
company. For purposes of these agreements, good reason means a material adverse reduction in an executives position, duties or responsibilities, relocation of the executive more than 35 miles from where the executive is employed,
or a material reduction in the executives base salary, bonus or other employee benefit plans.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 43
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 single lump-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 tax gross-ups adopted by the Committee (see page 36) 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, 2015. In addition to the
amounts set forth in the table below, executives would also receive a distribution of their deferred compensation vested account balance shown above in the Nonqualified Deferred Compensation Table upon their separation of employment on
December 31, 2015.
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3x
Base
Salary |
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|
Average
3-Yrs
Short- Term
Incentive
Award |
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|
Pro-Rata
Target
Short- Term
Incentive
Award |
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|
Health &
Welfare
Benefits |
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|
Stock
Award Vesting(1) |
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|
Excise
Tax Gross-
up(2) |
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|
Total |
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Kessel D. Stelling |
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$ |
2,937,000 |
|
|
$ |
293,439 |
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|
$ |
979,000 |
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|
$ |
61,128 |
|
|
$ |
4,632,445 |
|
|
$ |
507,212 |
|
|
$ |
9,410,224 |
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Thomas J. Prescott |
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|
1,331,790 |
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|
|
66,590 |
|
|
|
310,751 |
|
|
|
61,128 |
|
|
|
1,540,608 |
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|
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0 |
|
|
|
3,310,867 |
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Allen J. Gula, Jr. |
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1,324,839 |
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|
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49,637 |
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|
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309,129 |
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|
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61,128 |
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|
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1,346,393 |
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113,653 |
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|
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3,204,779 |
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Allan E. Kamensky |
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1,273,080 |
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|
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47,968 |
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|
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254,616 |
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|
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61,128 |
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|
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735,447 |
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|
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0 |
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|
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2,372,239 |
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J. Barton Singleton |
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1,228,500 |
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|
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46,028 |
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|
|
245,700 |
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|
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61,128 |
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|
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1,064,395 |
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0 |
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2,645,751 |
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(1) |
Estimated by multiplying number of stock awards that vest upon change of control by fair market value on December 31, 2015. Stock awards also vest upon death or
disability. |
(2) |
Excise taxes on vesting of PSU awards estimated by including full value of awards. Excise taxes on vesting of restricted stock unit and MRSU awards estimated by multiplying
amount of awards that vest upon change of control by 1% for each month of accelerated vesting. Total estimated excise tax amount divided by 43.55%, which percentage is designed to calculate the amount of gross-up payment necessary so that executive
is placed in the same position as though excise tax did not apply. No gross-up payment is made if change of control payment does not exceed IRS cap by 110%, which was the case for Messrs. Prescott and Singleton. Mr. Kamenskys agreement
does not contain a gross-up provision. |
Executives who receive these benefits are subject to a confidentiality obligation with respect to secret and
confidential information about Synovus they know. 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.
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44 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
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 partys interest in the transaction. Certain categories of
transactions have standing pre-approval under the policy, including the following:
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the employment of non-executive officers who are immediate family members of a related party of Synovus so long as the annual
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compensation received by this person does not exceed $250,000, which employment is reviewed by the Committee at its next regularly scheduled meeting; and |
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certain limited charitable contributions by Synovus, which transactions are reviewed by the Committee at its next regularly scheduled meeting.
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The policy does not apply to certain categories of transactions, including the following:
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certain lending transactions between related parties and Synovus and any of its banking and brokerage subsidiaries; |
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certain other financial services provided by Synovus or any of its subsidiaries to related parties, including retail brokerage, deposit relationships, investment
banking and other financial advisory services; and |
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transactions that occurred, or in the case of ongoing transactions, transactions that began, prior to the date of the adoption of the policy by the Synovus
Board. |
Related Party Transactions in the Ordinary
Course
During 2015, 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, Butler, Goodrich, Hansford, Nix, Pastides, Prochaska, Stelling, Stith, Storey, and Tomlinson and Ms. Camp, their immediate family members and/or their affiliated organizations during 2015 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 Boards
categorical standards for independence. See Corporate Governance and Board Matters Independence.
Total System Services, Inc.
Philip Tomlinson, a director of Synovus, served as an executive officer and as the Chairman of the Board of Total
System Services, Inc. until April 2015. Mr. Tomlinson also served as Chief Executive Officer of TSYS until July 31, 2014. During 2015, TSYS provided electronic payment processing services and other card-related services to certain banking
subsidiaries of Synovus for payments of $9,330,854. Synovus and its subsidiaries also paid TSYS an aggregate of $1,827,837 in miscellaneous reimbursable items such as data links, network services and postage, primarily related to processing
services, in 2015.
In addition, Synovus and CB&T lease office space from TSYS under various lease agreements, resulting in aggregate payments of
$43,345
to TSYS during 2015. CB&T and other Synovus subsidiaries also paid subsidiaries of TSYS $146,125 for printing services and $15,456 for equipment rentals in 2015. CB&T also provided TSYS
with a rebate on its commercial card services of $141,669 in 2015.
All of the transactions set forth above between TSYS and Synovus and its subsidiaries
are comparable to those between similarly situated unrelated third parties in similar transactions. The payments to Synovus by TSYS and the payments to TSYS by Synovus represent less than 2% of TSYS 2015 gross revenues.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 45
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
W.C. Bradley Co.
Synovus leased various properties in Columbus, Georgia from W.C. Bradley Co. for office space and storage during
2015. Stephen T. Butler is the executive chairman and a director of W.C. Bradley Co. The aggregate rent paid for this leased space was $3,029,259. 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 $1,153,565 for use of the aircraft during 2015. 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 2015 gross revenues.
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46 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
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, 2015 its officers, directors and greater than ten percent beneficial owners timely
complied with all applicable Section 16(a) filing requirements, except that Mr. Goodrich had one transaction that was inadvertently reported late.
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 47
SHAREHOLDER PROPOSALS AND NOMINATIONS
In order for a shareholder proposal to be considered for inclusion in Synovus Proxy Statement for the 2017
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 11, 2016. The proposal will also need to
comply with the SECs regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company sponsored proxy materials. Proposals should be addressed to:
Corporate Secretary
Synovus Financial Corp.
1111 Bay Avenue, Suite 500
Columbus,
Georgia 31901
For a shareholder proposal that is not intended to be included in Synovus Proxy Statement for the 2017 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 22, 2016 and not
later than January 21, 2017. 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 nominees consent to be elected and to serve as well as a statement whether each nominee, if elected, intends to tender promptly following such
persons failure to receive the required vote for election or re-election, an irrevocable resignation effective upon acceptance by the Board of Directors, in accordance with Synovus Corporate Governance Guidelines. A copy of the bylaw
requirements will be provided upon request to the Corporate Secretary at the address above.
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48 |
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SYNOVUS FINANCIAL CORP. - 2016 Proxy Statement |
GENERAL INFORMATION
Financial Information
A copy of Synovus 2015 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 2015 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 2015 Annual Report is also available at investor.synovus.com under the Financial Information tab.
Solicitation of Proxies
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. Synovus will reimburse brokerage firms, nominees,
custodians, and fiduciaries for their out-of-pocket expenses for forwarding proxy materials to beneficial owners. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies with respect to shares of our
common stock held of record by brokers, nominees and institutions and, in certain cases, by other holders. Such solicitation may be made through the use of mails, by telephone or by personal calls. The anticipated cost of the services of Innisfree
is $20,000 plus expenses.
Householding
The Securities and Exchange Commissions 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:
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Only one Notice of Internet Availability of Proxy Materials or Proxy Statement and 2015 Annual Report will be delivered to multiple shareholders sharing an
address unless you notify your broker or bank to the contrary; |
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You can contact Synovus by calling (706) 649-5220 or by writing Director of Investor Relations, Synovus Financial Corp., P.O. Box 120, Columbus, Georgia
31902 to request a separate copy of the Notice of Internet Availability of Proxy Materials or 2015 Annual Report and Proxy Statement for the Annual Meeting and for future meetings or, if you are currently receiving multiple copies, to receive only a
single copy in the future or you can contact your bank or broker to make a similar request; and |
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You can request delivery of a single copy of the Notice of Internet Availability of Proxy Materials, 2015 Annual Report or Proxy Statement from your bank or
broker if you share the same address as another Synovus shareholder and your bank or broker has determined to household proxy materials. |
SYNOVUS FINANCIAL
CORP. - 2016 Proxy Statement 49
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:
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The director is, or has been within the last three years, an employee of the Company or an immediate family member is, or has been within the last three years,
an executive officer of the Company. |
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The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in
direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (Compensation received
by an immediate family member for service as an employee of the Company (other than an executive officer) is not taken into consideration under this independence standard). |
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(A) The director is a current partner or employee of a firm that is the Companys internal or external auditor; (B) the director has an immediate
family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the Companys audit; or (D) the director or an immediate family
member was within the last three years a partner or employee of such a firm and personally worked on the Companys audit within that time. |
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The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the
Companys present executive officers at the same time serves or served on that companys compensation committee. |
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The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments
from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other companys consolidated gross revenues. (The principal amount of loans made by the
Company to any director or immediate family member shall not be taken into consideration under this independence standard; however, interest payments or other fees paid in association with such loans would be considered payments.)
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The following relationships will not be considered to be material relationships that would impair a directors independence:
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The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or
received payments from, the Company for property or services (including financial services) in an amount which, in the prior fiscal year, is less than the greater of $1 million, or 2% of
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such other companys consolidated gross revenues. (In the event this threshold is exceeded, and where applicable in the standards set forth below, the three year look back period
referenced above will apply to future independence determinations). |
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The director or an immediate family member of the director is a partner of a law firm that provides legal services to the Company and the fees paid to such law
firm by the Company in the prior fiscal year were less than the greater of $1 million, or 2% of the law firms total revenues. |
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The director or an immediate family member of the director is an executive officer of a tax exempt organization and the Companys contributions to the
organization in the prior fiscal year were less than the greater of $1 million, or 2% of the organizations consolidated gross revenues. |
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The director received less than $120,000 in direct compensation from the Company during the prior twelve month period, other than director and committee fees and
pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). |
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The directors immediate family member received in his or her capacity as an employee of the Company (other than as an executive officer of the Company),
less than $250,000 in direct compensation from the Company in the prior fiscal year, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any
way on continued service). |
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The director or an immediate family member of the director has, directly, in his or her individual capacities, or, indirectly, in his or her capacity as the
owner of an equity interest in a company of which he or she is not an employee, lending relationships, deposit relationships or other banking relationships (such as depository, trusts and estates, private banking, investment banking, investment
management, custodial, securities brokerage, insurance, cash management and similar services) with the Company provided that: |
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Such relationships are in the ordinary course of business of the Company and are on substantially the same terms as those prevailing at the time for comparable transactions with
non-affiliated persons; and |
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2. |
With respect to extensions of credit by the Companys subsidiaries: |
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(a) |
such extensions of credit have been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve, Sections 23A and 23B of the
Federal Reserve Act and Section 13(k) of the Securities Exchange Act of 1934; and |
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(b) |
no event of default has occurred under the extension of credit.
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SYNOVUS FINANCIAL CORP
- 2016 Proxy Statement A-1
For relationships not described above or otherwise not covered in the above examples, a majority of the
Companys 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 persons spouse,
parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such persons 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,
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members of the Audit Committee shall not (a) accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of
its subsidiaries other than directors fees or (b) be an affiliated person of the Company or any or its subsidiaries, all as set forth in Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act); and
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members of the Compensation Committee (a) shall not have any relationship to the Company that is material to such directors ability to be independent
from the Companys management in connection with the duties of a Compensation Committee member, after taking into consideration all factors specifically relevant to the relationship pursuant to NYSE Listing Standard 303A.02(a)(ii) and the
criteria set forth in Rule 10C-1(b)(1) promulgated under the Exchange Act and (b) must qualify as outside directors as such term is defined under Section 162(m) of the Internal Revenue Code of 1986, as amended, and
non-employee directors as such term is defined under Rule 16b-3 promulgated under the Exchange Act.
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A-2 |
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SYNOVUS FINANCIAL CORP - 2016 Proxy Statement |
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VOTE BY INTERNET - www.proxyvote.com |
SYNOVUS FINANCIAL CORP. |
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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 the cut-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 |
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COLUMBUS, GA 31902-0120 |
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS |
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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 via e-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. |
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VOTE BY PHONE - 1-800-690-6903 |
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-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/2016annualmeeting. |
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VOTE BY MAIL |
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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. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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M99124-P72323-Z67076 |
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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SYNOVUS FINANCIAL CORP. |
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THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR ITEMS 1A THROUGH 1L AND FOR ITEMS 2 AND 3. |
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The Board of Directors recommends you vote FOR the following proposals: |
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To elect the following 12 nominees as directors: |
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Abstain |
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1A. Catherine A. Allen |
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1B. Tim E. Bentsen |
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1K. Barry L. Storey |
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1C. Stephen T. Butler |
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1M. Philip W. Tomlinson |
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1D. Elizabeth W. Camp
1E. T. Michael Goodrich |
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To approve, on an advisory basis, the compensation of Synovus named executive officers as determined by the Compensation Committee. |
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1F. Jerry W. Nix
1G. Harris Pastides |
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To ratify the appointment of KPMG LLP as Synovus independent auditor for the year 2016. |
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1H. Joseph J. Prochaska , Jr. |
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1I. Kessel D. Stelling |
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1J. Melvin T. Stith |
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Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, 2015 Annual Report and Voting Instructions are available at
investor.synovus.com/2016annualmeeting.
M99125-P72323-Z67076
SYNOVUS FINANCIAL CORP.
BLANCHARD HALL, COLUMBUS BANK AND TRUST COMPANY, 1144 BROADWAY, COLUMBUS,
GEORGIA 31901
2016 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 21, 2016
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
By signing on the reverse side, I hereby appoint Thomas J. Prescott 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 18, 2016 at the 2016 Annual Meeting of Shareholders to be held on April 21, 2016 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 2016 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 Companys Articles of Incorporation and Bylaws, shares of the Companys
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 at
investor.synovus.com/2016annualmeeting.
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:
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Shares @ 1 vote |
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1 Vote/Share |
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I agree to provide evidence to support this Certification at the request of the Company. |
Shares @ 10
votes |
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10 Vote/Share
Total |
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=
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Votes
Votes |
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Sign here X
Date
, 2016 |