Elizabeth Wolverton

About Elizabeth Wolverton

Elizabeth D. Wolverton is Executive Vice President and Head of Consumer Banking and Brand Experience at Synovus, serving in this role since January 2022; she is 51 and has been with Synovus since 2003 in leadership roles across strategy, community banking, and finance, including Chief Strategy Officer (from April 2014) and EVP, Chief Strategy and Customer Experience Officer (2018–2022) . Under Synovus’ 2024 performance, TSR was 41% (highest in the KBW Nasdaq Regional Bank Index), with adjusted EPS growth, top quartile operating metrics, and disciplined expense management; reported total revenue fell 10% while adjusted non-interest revenue rose 6% and CET1 increased 62 bps to 10.84% . In the announced Pinnacle merger, Synovus stated Wolverton would serve on Newco’s leadership as Chief Digital and Product Solutions Officer following closing, highlighting her strategic role in digital and product transformation .

Past Roles

External Roles

Fixed Compensation

• Synovus targets base salaries around the market median for comparable roles; base pay considers performance, experience, responsibilities, and internal equity .
• 2024 base salary adjustments were made for the CEO; other named executive officers saw no base salary changes. Wolverton’s specific base salary is not disclosed in the proxy .

Performance Compensation

• Long-term incentives for executive officers are PSUs (60% of grant) and RSUs (40%), with PSUs vesting 100% after 3 years and paying 0–150% based on adjusted ROATCE and relative TSR; RSUs vest one-third per year over 3 years .
• PSU (2022–2024) performance outcome (company-level) used in payout determination:

• Risk oversight: PSUs (and RSUs beginning 2025) can be downward-adjusted for risk events; mandatory and discretionary clawbacks apply .

Equity Ownership & Alignment

• Stock ownership/retention guidelines require executives to hold meaningful Synovus equity; for named executive officers, CEO 6x salary and other NEOs 3x; NEOs were in compliance as of Jan 1, 2024 . Policies prohibit hedging and pledging by directors and executive officers .
• The proxy indicates none of the shares held by other executive officers were pledged or held in margin accounts, reinforcing alignment (table covers directors/NEOs; text notes no pledges by “other executive officers”) .
• Insider transactions (Form 4):
  • Feb 18, 2025: Wolverton’s 2/22/2022 PSUs vested above target, resulting in 1,372 additional shares; 556 shares accrued as dividend equivalents; some shares withheld to cover taxes .
  • Feb 18, 2024: Form 4 filing reported transactions (period of report 2024-02-18) .

Employment Terms

• Synovus generally does not enter into employment agreements with executives; instead, executives have change-of-control arrangements to ensure retention and orderly transition .
• Change-of-control economics: double-trigger (CoC + qualifying termination within two years) with lump-sum cash equal to 2–3x base salary plus average bonus for last three years and 2–3 years of health and welfare benefits; accelerated vesting of equity per plan terms; new CoC agreements do not include excise tax gross-ups (policy adopted June 2012) .
• Clawbacks: mandatory (restatements) and discretionary (materially inaccurate metrics or risk management failures) administered by the CHCC .
• Anti-hedging/anti-pledging and “no option repricing” under the 2021 Omnibus Plan support shareholder alignment .
• Merger transition: Synovus disclosed that, post-closing, Wolverton would become Chief Digital and Product Solutions Officer of Newco, indicating continuity and an expanded digital/product mandate; Newco HQ in Atlanta, GA; Pinnacle Bank HQ in Nashville, TN .

Compensation Structure Notes and Peer Benchmarking

• Program design: majority of executive compensation is at risk (annual cash incentives tied to adjusted EPS, adjusted ROAA, and strategic objectives; long-term PSUs tied to adjusted ROATCE and relative TSR) .
• 2024 outcomes for NEOs: annual incentive payouts 150–173% of target based on strong EPS/ROAA and strategic performance .
• Peer group used for benchmarking (16 banks; Meridian advises CHCC):

Say‑on‑Pay and Governance Signals

• Say‑on‑pay support: over 97% approval at the 2024 annual meeting for 2023 compensation; CHCC retained independent consultant and maintains robust risk oversight of incentive plans .
• Governance highlights include prohibition on hedging/pledging, meaningful stock ownership guidelines, majority voting for directors, and clawback policies .

Investment Implications

• Alignment: Wolverton participates in a structure tightly linked to value creation (EPS/ROAA, ROATCE, TSR) with clawbacks and anti-hedge/pledge policies—reducing misalignment risk and encouraging durable performance .
• Vesting/selling pressure: 3‑year PSU cycles paying above target (144% for 2022–2024 at the company level) can create periodic share deliveries and tax withholdings, producing marginal, date‑clustered insider supply; Wolverton’s Feb 2025 Form 4 reflected above-target PSU vesting and tax withholding .
• Retention/transition: Double‑trigger CoC protections and Wolverton’s named post‑merger leadership role point to continuity; however, integration execution and evolving responsibilities (digital/product solutions) introduce execution risk and opportunity leverage tied to Newco strategy .
• Shareholder signals: Strong 2024 pay‑support and no pledging by executive officers lower governance red flags; ongoing performance emphasis and risk controls support investor confidence in incentive alignment .