Allan Kamensky
SYNOVUS FINANCIALAbout Allan Kamensky
Allan E. Kamensky is Executive Vice President and General Counsel at Synovus Financial Corp., serving since joining the company in February 2014; he also served as Corporate Secretary from 2014 through 2019 . He is 63 years old and previously spent approximately 16 years as a partner at Page, Scrantom, Sprouse, Tucker & Ford, P.C. focused on banking, lending, real estate, and regulatory matters—experience that underpins his role overseeing legal, governance, and regulatory risk at Synovus . Synovus delivered a 41% total shareholder return in 2024, with strong adjusted EPS growth and improved capital and liquidity metrics; these company outcomes are among the metrics used in executive incentives (adjusted EPS, adjusted ROAA, adjusted ROATCE, relative TSR) and inform pay-for-performance alignment for executives including the General Counsel .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Page, Scrantom, Sprouse, Tucker & Ford, P.C. (PSSTF) | Partner (banking, lending, real estate, regulatory) | ~16 years | Led complex commercial transactions, workouts, bank regulatory matters, and litigation—expertise directly relevant to Synovus’ legal and regulatory oversight . |
| Synovus Financial Corp. | Corporate Secretary | 2014–2019 | Supported Board governance and disclosure processes; strengthened corporate legal infrastructure following appointment as General Counsel . |
| Synovus Financial Corp. | Executive Vice President and General Counsel | 2014–present | Oversees legal strategy, regulatory compliance, disclosure controls, and risk governance; routinely signs SEC reports on behalf of Synovus . |
External Roles
No external directorships or professional board roles are disclosed for Allan Kamensky in Synovus’ latest proxy statements .
Fixed Compensation
Not individually disclosed for the General Counsel in Synovus proxy tables (NEO-only reporting). Company program for executives targets base salary around market medians, considering performance, experience, and role scope . In 2024, base salary adjustments were made for the CEO (5%) while other named executive officers’ base salaries were unchanged; non-NEO executives’ specific salaries (including the General Counsel) were not disclosed .
Performance Compensation
Synovus’ executive incentive architecture (applicable to executive officers) emphasizes pay-for-performance across annual cash and multi-year equity awards, with risk-aware governance:
- Annual incentive (cash): Adjusted EPS (50%), Adjusted ROAA (25%), Strategic & Individual Objectives (25%); payout range 0–175% of target .
- Long-term incentives (equity): 60% PSUs and 40% RSUs; PSUs vest 100% after 3 years and pay 0–150% based on adjusted ROATCE and relative TSR; RSUs vest one-third per year over 3 years .
- Risk controls: Mandatory clawback (SEC/NYSE-compliant) and discretionary clawback for materially inaccurate metrics or material risk-management failures; anti-hedging and anti-pledging policies; CEO “hold until retirement” policy on 50% of net shares .
| Metric | Weighting | Target Design | 2024 Actual Outcome (Company level) | Payout Feature |
|---|---|---|---|---|
| Adjusted EPS | 50% | Internal annual target set by CHCC | Above maximum performance goal (company-wide assessment) | 0–175% of target based on results . |
| Adjusted ROAA | 25% | Internal annual target set by CHCC | Above maximum performance goal (company-wide assessment) | 0–175% of target based on results . |
| Strategic & Individual Objectives | 25% | Pre-set strategic/individual goals | Assessed above target by CHCC | 0–175% of target based on assessment . |
| PSUs (3-year) | 60% of LTI value | Adjusted ROATCE + relative TSR over 3 years | 3-year performance drives 0–150% payout at vesting | Payout 0–150% of target; vests at 3 years . |
| RSUs (3-year) | 40% of LTI value | Time-based vesting | 1/3 per year over 3 years | Time-based vesting; employment required . |
Note: CHCC approved 2024 annual incentive payouts of 150–173% of target for named executive officers; specific payouts for non-NEO executives, including the General Counsel, are not disclosed .
Equity Ownership & Alignment
- Stock ownership guidelines: Executives are required to maintain meaningful equity stakes; CEO at 6x base salary and other named executives at 3x, with retention of 75% of net shares until guidelines are met. While the table specifies NEO multiples, the guidelines apply to executives broadly to promote alignment; specific multiple and compliance status for the General Counsel are not separately disclosed .
- Clawbacks: Mandatory clawback for restatements and discretionary clawback for materially inaccurate metrics or material risk failures, administered by CHCC .
- Hedging and pledging: Directors and executive officers are prohibited from hedging or pledging Synovus stock (material alignment safeguard) .
- Insider activity: Allan Kamensky filed SEC Forms 4 reflecting equity-related transactions, including a Dec 7, 2023 filing and a Feb 19, 2025 filing (which includes derivative security conversion/stock award entries), consistent with standard vesting/award cycles for executive officers .
- Ownership disclosure: Company proxy tables disclose beneficial ownership for directors and NEOs; as a non-NEO executive, Kamensky’s total share count is not listed in the 2024/2025 proxy ownership tables .
Employment Terms
- Role and tenure: Executive Vice President and General Counsel since February 2014; Corporate Secretary from 2014–2019 .
- Employment agreements: Synovus generally does not enter into employment agreements with executives; none of the named executive officers have employment agreements. The company uses change-of-control arrangements to ensure retention and orderly transition, with “double-trigger” terms; specific contract status for the General Counsel is not disclosed .
- Change-of-control economics: For named executive officers, double-trigger severance equals 2–3x base salary plus average bonus, pro-rata target bonus, health and welfare benefits for years equal to the multiple, and accelerated vesting of PSUs/RSUs on qualifying termination. Tax gross-ups are prohibited for new agreements since June 2012 .
- Governance and disclosure: Kamensky regularly signs Synovus 8-Ks and other filings in his capacity as EVP & General Counsel (e.g., Nov 2, 2021 and Dec 18, 2024 filings), reinforcing accountability for disclosure and legal compliance .
Performance & Company Context (incentive-relevant metrics)
| Metric | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Net income available to common ($mm) | $507.8 | $439.6 | 2024 impacted by strategic investment securities repositioning; adjusted EPS rose YoY . |
| Diluted EPS (reported) | $3.46 | $3.03 | Adjusted EPS $4.12 (2023) vs $4.43 (2024) . |
| Net interest income ($bn) | $1.82 | $1.75 | NIM: 3.21% (2023) vs 3.19% (2024) . |
| Non-interest revenue ($mm) | $404.0 | $239.6 | Adjusted non-interest revenue growth +11% (2023) and +6% (2024) . |
| Total revenue change YoY | +1% (reported) | -10% (reported) | Adjusted revenue TE: +3% (2023) vs -2% (2024) . |
| CET1 ratio (%) | 10.22 | 10.84 | 62 bps increase YoY (RWA optimization, earnings) . |
| Total shareholder return (TSR) | Not disclosed | 41% (2024) | Highest among KBW Nasdaq Regional Bank Index in 2024 . |
Compensation Committee & Peer Benchmarking
- CHCC governance: Independent committee overseeing executive compensation, risk management of incentives, succession planning; retains Meridian Compensation Partners as independent consultant; assessed conflicts—none found .
- Peer group: CHCC employed a 16-bank peer group across similar asset sizes (including BOK Financial, Regions, Webster, Zions, etc.) to assess target pay opportunities; focus on total direct compensation positioning at median .
Risk Indicators & Red Flags
- Positive governance: Strong anti-hedging/anti-pledging policies covering executive officers; robust clawback framework; prohibition on option repricing; independent consultant; majority equity-based incentives with risk-based forfeiture provisions .
- Say-on-pay support: >97% approval for 2023 executive compensation at 2024 annual meeting, indicating shareholder endorsement of pay practices; annual vote planned again in 2025 for 2024 compensation .
- Legal/compliance signal: Regular SEC filing signatory reinforces diligence and accountability; no disclosed legal proceedings involving the General Counsel in proxy materials –.
Investment Implications
- Alignment: The General Counsel is subject to strict alignment mechanisms (ownership guidelines, anti-hedging/pledging, clawbacks) and operates within a performance-linked incentive framework that ties executive rewards to adjusted EPS/ROAA (annual) and adjusted ROATCE/relative TSR (multi-year). This reduces agency risk and supports long-term shareholder alignment .
- Retention risk: Synovus emphasizes retention via multi-year PSUs/RSUs and double-trigger change-of-control protections for executives; while individual contract specifics for the General Counsel are not disclosed, the broad design mitigates attrition risk tied to market cycles and corporate change events .
- Trading signals: Routine Form 4 activity consistent with vesting and grant cycles (e.g., Dec 7, 2023; Feb 19, 2025) suggests predictable supply from scheduled equity transactions rather than discretionary selling—limiting adverse insider-sell pressure signals; monitor future Form 4s around annual grant/vesting dates for timing patterns .
- Execution backdrop: Company-level performance improvements in 2024 (TSR, CET1, liquidity, expense discipline) bolster confidence in governance and incentive design; continued use of clear performance metrics and robust risk oversight by CHCC supports durable pay-for-performance discipline across the executive team .