Gregory Montana
SYNOVUS FINANCIALAbout Gregory Montana
Independent director of Synovus Financial Corp. (SNV), age 56, first elected in 2025; serves on the Audit and Risk Committees and is designated a “risk committee expert.” Former EVP and Chief Risk Officer at Fidelity National Information Services (FIS), with deep expertise in cybersecurity, enterprise risk, and financial services; MBA from Wharton and BA from Boston College. Independence affirmed by the Board; Board held 12 meetings in 2024 with 96% average attendance, though Montana joined effective January 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Information Services (FIS) | EVP & Chief Risk Officer | Retired April 2023 | Led risk across cybersecurity, operations, credit, compliance; enterprise risk leadership across banking, payments, capital markets |
| Bank of America; PayPal; Lloyds Banking; Deloitte Consulting; JPMorgan Chase Bank | Various risk leadership roles | Not disclosed | Managed risk in multiple global financial institutions, enhancing compliance and risk frameworks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Internet Security Alliance | Former Board Member | Not disclosed | Cybersecurity industry body |
| FS-ISAC Sheltered Harbor Organization | Former Board Member | Not disclosed | Financial sector resilience initiative |
| United Way of Northeast Florida | Director | Current | Community leadership |
| Jacksonville Catholic Charities | Active member; former Board Chair | Not disclosed | Community leadership |
Board Governance
- Committee assignments: Audit Committee member; Risk Committee member; designated “risk committee expert”; not disclosed as chair .
- Independence: Board determined Montana is independent under NYSE standards and Synovus guidelines .
- Attendance: Board met 12 times in 2024; all directors attended ≥75% of meetings; average attendance 96%. Montana’s individual 2025 attendance not yet disclosed .
- Hedging/pledging policy: Prohibits hedging, pledging, and short sales of Synovus stock by directors and executive officers (alignment positive) .
Fixed Compensation
| Component | Standard Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-management directors; compensates advisory role vs meeting fees |
| Audit Committee member retainer | $15,000 | Chair receives additional $20,000 |
| Risk Committee member retainer | $15,000 | Chair receives additional $20,000 |
| CHCC member retainer | $12,500 | Chair receives additional $17,500 |
| Corporate Governance & Nominating member retainer | $10,000 | Chair receives additional $15,000 |
| Lead Director retainer | $40,000 | Additional to base |
| Meeting fees | None | Role-based retainers; no per-meeting fees |
Montana actual for the partial term (Jan 1, 2025–Apr 24, 2025): Cash compensation $32,795 (pro rata) .
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Director RSUs (standard annual grant for non-management directors) | Apr 23, 2024 | 2,988 RSUs | $110,000 | Fully vested on the earlier of 3 years from grant or mandatory retirement; directors may defer; dividend equivalents accrue |
| Montana RSU grant (pro rata) | Jan 1, 2025–Apr 24, 2025 | 676 RSUs | $34,356 | RSUs subject to director award terms under 2021 Omnibus Plan; vesting per standard director provisions |
Performance metrics tied to director compensation: None disclosed for directors (director equity is time-based RSUs; no PSU metrics for directors) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
No public company directorships for Montana were disclosed; CHCC interlocks: none—no executives served on boards/comp committees of entities reciprocally interlocked with Synovus in 2024 .
Expertise & Qualifications
- Designations: Certified Chief Information Security Officer; NACD Cyber Risk Oversight Certificate .
- Education: MBA (Wharton); BA (Boston College) .
- Skills: Enterprise risk management, cybersecurity governance, compliance and regulatory risk, credit risk; Board designated “risk committee expert” .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs | Total (shares + RSUs) |
|---|---|---|---|---|
| Gregory Montana | 0 | <1%* | 676 | 676 |
Directors must accumulate Synovus stock equal to 5x annual retainer over time; threshold of 1x within 3 years; guidelines apply to all directors (Montana joined in 2025 and will be subject to these timelines). Directors may use the Director Stock Purchase Plan (company match 15% of director contributions) to facilitate ownership .
Governance Assessment
- Board effectiveness: Montana strengthens risk oversight and cybersecurity competence; designated “risk committee expert” enhances committee depth and regulatory alignment .
- Independence and conflicts: Independence affirmed; related party transactions policy robust; ordinary-course banking/financial services with directors reviewed and deemed immaterial; no Montana-specific related party transactions disclosed (positive) .
- Engagement: Board training and risk oversight cadence strong; Risk Committee receives quarterly cyber updates; Audit Committee robust (each member deemed audit committee financial expert) .
- Director pay alignment: Mix of cash retainer plus time-based RSUs; ownership guidelines drive alignment; prohibition on hedging/pledging mitigates misalignment .
- Say-on-Pay environment: 2024 say-on-pay approval >97% (signals investor support for compensation governance) .
- Red flags: None disclosed for Montana. No pledging/hedging allowed; no related-party transactions flagged; attendance for his tenure not yet disclosed (monitor in 2025 proxy) .
Related Party Exposure and Policies
- Policy: CGN Committee reviews transactions >$120,000 involving related parties; ensures third-party-equivalent terms; certain ordinary-course financial services (lending, deposit, brokerage) excluded but monitored; no material relationships affecting independence disclosed .
- Loans/financial services: Ordinary-course terms; Board determined relationships for directors were not material and met categorical independence standards (positive) .
Compensation Committee Analysis (Context)
- CHCC membership entirely independent; retained Meridian Compensation Partners as independent consultant; CHCC found no conflicts of interest; strong governance features (clawbacks, double-trigger CIC, no option repricing) .
Risk Indicators
- Legal/SEC: No legal proceedings or investigations disclosed; timely Section 16 compliance for 2024 (no delinquent filings) .
- Alignment controls: No hedging/pledging permitted; robust clawbacks for executives; risk-based forfeiture provisions on equity awards (executive program context) .
Overall, Montana’s appointment strengthens Synovus’ board risk oversight and cybersecurity governance with no disclosed conflicts; compensation and ownership structures support alignment, and policies mitigate key governance risks .