Alexandra Villoch
SYNOVUS FINANCIALAbout Alexandra Villoch
Independent director of Synovus Financial Corp. (SNV), first elected in 2022, age 67. She serves on the Audit Committee and the Compensation and Human Capital Committee and is designated an “audit committee financial expert.” Villoch is CEO of Baptist Health Foundation (Baptist Health South Florida) since June 2019; previously East Region Publisher at McClatchy (2014–2019) with prior leadership roles at McClatchy and early career in airlines and banking. The Board determined she is independent; in 2024 the Board met 12 times with average director attendance of 96% and all directors ≥75%.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McClatchy Company | East Region Publisher (oversaw print/digital across eastern U.S.; led custom publishing and commercial printing) | 2014–2019 | Led strategic transition to digital and Spanish-language strategy initiatives |
| McClatchy Company | Various leadership roles | ~9 years prior to 2014 | Multiple leadership positions preceding publisher role |
| Airlines and banking (early career) | Various roles | Not disclosed | Early career foundation in airlines and banking sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baptist Health Foundation (Baptist Health South Florida) | Chief Executive Officer | June 2019–Present | Leads philanthropic efforts; oversees government/community relations, hospitality, and international patient divisions |
| The Beacon Council (Miami-Dade economic development agency) | Past-Chair; Executive Committee member | Not disclosed | Ongoing executive committee service |
| One Community One Goal | Chair Emeritus | Not disclosed | Civic leadership role |
| Big Brothers Big Sisters of Miami | Past Board Chair | Not disclosed | Community leadership |
| Miami Dade College Foundation | Board service (past) | Not disclosed | Non-profit governance |
Board Governance
- Committee assignments (2025): Audit Committee; Compensation & Human Capital Committee (not chair). In 2024, she served on Audit and Corporate Governance & Nominating, indicating rotation to CHCC by 2025.
- Audit expertise: The Board determined all six Audit Committee members are financially literate and each is an “audit committee financial expert.”
- Independence: Board determined Villoch is independent (as of Jan 1, 2025).
- Attendance and engagement: Board held 12 meetings in 2024; average attendance 96%; all directors attended at least 75%. Audit Committee held 12 meetings and 2 joint with Risk; Risk held 8 meetings and 2 joint with Audit.
- CHCC interlocks: In 2024, no compensation committee interlocks or insider participation; none of the CHCC members (including Villoch) were officers or employees.
Fixed Compensation
- Structure: Annual cash retainer $75,000; plus committee retainers—Audit $15,000 (chair +$20,000), CHCC $12,500 (chair +$17,500), Corporate Governance & Nominating $10,000 (chair +$15,000); Lead Director +$40,000; no extra for Executive Committee; directors may defer cash fees under Directors’ Deferred Compensation Plan. Villoch elected to defer all or a portion of her 2024 cash compensation.
- Director cash compensation received by Villoch:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 95,000 | 102,500 |
Notes: 2024 cash total aligns with retainer + Audit member + CHCC member (75,000 + 15,000 + 12,500).
Performance Compensation
- Program: Non-management directors received annual RSU grants under the 2021 Omnibus Plan; 2024 grants were 2,988 RSUs with $110,000 grant-date value (approved April 23, 2024; for term ending April 24, 2025). Villoch elected to defer her 2024 equity compensation. Vesting: fully vests upon earlier of 3 years of service from grant or reaching mandatory retirement.
- Director equity compensation received by Villoch:
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 105,000 | 110,000 |
| RSU Grant (Units) | Not disclosed | 2,988 |
| Grant Date | Not disclosed | April 23, 2024 |
| Vesting Terms | Not disclosed | 3 years of service or earlier at mandatory retirement |
| Deferral Election | Not disclosed | Elected to defer 2024 equity |
Other Directorships & Interlocks
- Other public company directorships: The 2024 and 2025 SNV proxies list her current occupation and SNV committee roles; no other public company board roles are disclosed for Ms. Villoch.
- Compensation committee interlocks: None in 2024 (see Board Governance above).
Expertise & Qualifications
- CEO experience leading a major healthcare foundation; extensive background in accounting, finance, and strategy; deep knowledge of South Florida—a key SNV growth market.
- Designated “audit committee financial expert” through Audit Committee membership.
Equity Ownership
- Stock ownership guidelines: Directors must own shares equal to at least 5× annual retainer over time; 1× within three years; all directors were in compliance as of Dec 31, 2024.
- Beneficial ownership (as of Jan 31, 2025):
| Metric | Value |
|---|---|
| Beneficially Owned Common Shares | — |
| Restricted Stock Units | 10,023 |
| Total Shares/Units Reflected | 10,023 |
| % of Outstanding Shares | <1% |
- RSU holdings context: As of Dec 31, 2024, Villoch held 9,950 RSUs per director compensation footnote, increasing to 10,023 by Jan 31, 2025 (reflecting accrued dividend equivalents and/or subsequent director equity changes).
Governance Assessment
- Alignment and incentives: Director pay mix balances cash and equity (2024: $102,500 cash; $110,000 equity); RSU vesting and deferral election promote long-term alignment. Ownership guidelines compliance further supports alignment.
- Independence and conflicts: Board affirmatively determined Villoch is independent. Related party transactions policy covers director-affiliated transactions; in 2024, director/officer banking and service relationships (including affiliated organizations) were ordinary course and on market terms; Board deemed none material for independence.
- Attendance/engagement: Board and committee cadence is robust; all directors ≥75% attendance (avg 96%); Audit and Risk committees met frequently, consistent with a strong risk and financial control focus.
- RED FLAGS: None material identified in the 2024–2025 proxies—no Section 16(a) filing delinquencies; no compensation committee interlocks; ordinary-course related-party dealings only. Note: As of Jan 31, 2025, Villoch reported no directly held common shares (exposure via RSUs and deferrals), though the company states all directors comply with ownership guidelines—investors may monitor future open-market purchases for additional alignment.