D. Zachary Bishop
SYNOVUS FINANCIALAbout D. Zachary Bishop
D. Zachary Bishop, age 49, is Executive Vice President, Technology, Operations, and Security at Synovus Financial Corp., a role he has held since joining the company in November 2018. He previously served as EVP and Chief Information Officer at Renasant Bank (2013–2018) and held senior leadership roles in technology, operations, M&A, and digital innovation at Regions Bank, bringing roughly 30 years of IT experience in banking . Company performance context during his tenure includes a 41% total shareholder return in 2024 (highest in the KBW Nasdaq Regional Bank Index) and, in 2023, revenue +1% (adjusted revenue +3%), with CET1 at 10.22% and disciplined expense and liquidity management .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Synovus Financial Corp. | EVP, Technology, Operations, and Security | Nov 2018–present | Executive leader for technology, operations, and security initiatives |
| Renasant Bank | EVP & Chief Information Officer | 2013–2018 | Led enterprise technology; prior to Synovus role |
| Regions Bank | Senior leadership roles (technology, operations, M&A, digital innovation) | Pre-2013 | Broad senior leadership experience across tech/ops/M&A/digital |
External Roles
- Not disclosed in the proxy materials reviewed for Mr. Bishop .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 485,058 | 520,192 | 525,000 |
| Target bonus (% of salary) | — | — | 75% of salary |
| Actual annual bonus (Non-Equity Incentive Plan) ($) | 545,690 | 351,793 | 600,469 |
| Stock awards grant-date fair value ($) | 564,761 | 624,323 | 612,161 |
| All other compensation ($) | 73,526 | 91,320 | 97,255 |
| Total compensation ($) | 1,669,035 | 1,587,628 | 1,834,885 |
- 2023 base salary increased 5% for Mr. Bishop, effective March 5, 2023; no base salary increase for non-CEO NEOs in 2024 .
Performance Compensation
2024 Short-Term Incentive Plan (company framework and outcomes)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| Adjusted EPS | 50% | $2.88 | $3.60 | $4.25 | $4.46 | 175% |
| Adjusted ROAA | 25% | 0.82% | 0.97% | 1.11% | 1.16% | 175% |
| Strategic & individual objectives | 25% | See proxy | See proxy | See proxy | Above target | 115% |
| Total payout | — | — | — | — | — | 160% |
- 2024 target awards as a % of base salary: CEO 135%; CFO 90%; Other NEOs (incl. Bishop) 75%; payouts could vary 0–175% of target based on performance; 2024 NEO payout range was 150%–173% of target, with Bishop’s actual bonus reflected in the SCT above .
Long-Term Incentives: Structure, metrics, and recent grants
- LTI mix emphasizes performance: PSUs 60% and RSUs 40% of annual grant value in 2024; PSUs pay out 0–150% of target based on three-year adjusted ROATCE and relative TSR; RSUs vest 1/3 per year over three years .
- No stock options were granted to NEOs in 2023 or 2024 .
| Grant Year | Vehicle | Vesting | Performance metrics and range | Target shares | Grant-date fair value ($) |
|---|---|---|---|---|---|
| 2024 | PSUs (60%) | Cliff vest after 3 years (service); 3-year performance period | Adjusted ROATCE (50%) and relative TSR (50%); 0–150% payout | 9,804 | 372,159 |
| 2024 | RSUs (40%) | 1/3 per year over 3 years | Time-based | 6,536 | 240,002 |
| 2023 | PSUs | Cliff vest after 3 years (service); 3-year performance period | Weighted avg ROATCE (as adjusted) and relative TSR; 0–150% payout | 8,318 | 384,292 |
| 2023 | RSUs | 1/3 per year over 3 years | Time-based | 5,546 | 240,031 |
Equity Ownership & Alignment
| As of Jan 31, 2024 | Beneficially owned common shares | Percent of outstanding | Restricted stock units (incl. RSUs/cash-settled RSUs/PSUs + accrued dividend equivalents) | Total (shares + RSUs) |
|---|---|---|---|---|
| D. Z. Bishop | 28,157 | <1% | 20,974 | 49,131 |
- RSUs vesting within 60 days of Jan 31, 2024: 12,473 for Bishop .
- 2022 year-end outstanding equity awards snapshot (unvested):
- RSUs: 2/13/20: 1,130 ($42,432); 2/18/21: 1,920 ($72,096); 2/17/22: 4,301 ($161,503) .
- PSUs (assumed target): 2/13/20: 5,069 ($190,341); 2/18/21: 3,236 ($121,512) and 4,317 ($162,103); 2/17/22: 6,453 ($242,310) .
- Ownership guidelines: CEO 6x salary; all other NEOs 3x salary; all NEOs were in compliance as of Jan 1, 2024 .
- Hedging and pledging: Prohibited for directors and executive officers; mandatory (SEC/NYSE) and discretionary clawback policies apply to incentive compensation .
- Options: No options granted in 2023 or 2024; no option exercises in 2022 (program relies on RSUs/PSUs) .
Employment Terms
- Start date and role: Joined Synovus in November 2018 as EVP, Technology, Operations, and Security .
- Change-of-control (CoC) agreements: Double-trigger (CoC plus qualifying termination within two years); severance multiple for Bishop is 2x base salary plus average STI percentage over prior three years, plus pro-rata target STI for year of termination; continuation of health and welfare benefits for years equal to multiple; equity (PSUs/RSUs) vests on qualifying termination during two years post-CoC .
- Estimated CoC payout (assuming triggering events on Dec 31, 2023): Base salary $1,575,000; average 3-year STI $1,275,750; pro-rata target STI $393,750; health/welfare $80,892; stock award vesting $1,246,819; Total $4,572,211; excise tax gross-up: N/A .
- Clawbacks: Mandatory clawback policy effective Oct 2, 2023 for restatements; separate discretionary clawback for materially inaccurate metrics or material risk management failures .
- Equity grant timing: If awards are approved near earnings release, grants occur at month-end or one full business day after earnings to allow market absorption .
Investment Implications
- Strong pay-for-performance alignment: 2024 STI metrics exceeded max outcomes for adjusted EPS and ROAA (175% payout each), with overall plan payout at 160% of target; LTI tilted 60% to PSUs tied to multi-year adjusted ROATCE and relative TSR, emphasizing long-term value creation .
- Vesting-driven supply dynamics: RSUs vest 1/3 annually and PSUs cliff vest after 3 years; grants are typically made mid-February under the company’s timing policy—together implying predictable early-year vesting events that can create episodic selling liquidity needs for executives (subject to trading windows) .
- Skin-in-the-game and guardrails: Bishop holds 49,131 shares/units in total alignment vehicles and is subject to 3x salary ownership guidelines (NEO level) with company-wide prohibitions on hedging/pledging and robust clawbacks—mitigating misalignment and governance risk .
- Moderate CoC economics: A 2x cash severance multiple (below CEO’s 3x), plus standard pro-rata STI and equity vesting (double-trigger) with no excise tax gross-up, suggests balanced retention without excessive parachute risk .
- No option overhang: Absence of option grants in 2023–2024 and no option exercises in 2022 points to reduced option-related dilution/overhang; equity incentives are primarily RSUs/PSUs .
- Performance context: Company TSR leadership in 2024 (41%, top of KBW Regional Bank Index) and prudent 2023 capital/liquidity positioning support the compensation outcomes and signal execution momentum in Bishop’s technology/operations domain .