Harris Pastides
SYNOVUS FINANCIALAbout Harris Pastides
Harris Pastides (age 71) is an independent director of Synovus Financial Corp., first elected in 2014. He chairs the Risk Committee and serves on the Corporate Governance & Nominating Committee and the Executive Committee. Pastides is Distinguished President Emeritus of the University of South Carolina and holds an MPH, MPhil, and PhD in epidemiology from Yale University, and a bachelor’s degree from the University at Albany (SUNY) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of South Carolina | President; Distinguished President Emeritus | President: 12 years (with brief retirement mid-2019 to 2021); Emeritus since July 2022 | Led establishment of Health Sciences South Carolina; helped develop Innovista innovation district |
| University of South Carolina | VP for Research & Health Sciences; Dean, Arnold School of Public Health | 2003–2008; Dean since 1998 | Research leadership; executive director, SC Research Foundation |
| University of Massachusetts Amherst | Professor of Epidemiology; Chair, Biostatistics & Epidemiology | ~13 years pre-1998 | Department leadership and academic research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Medical Association | Board of Trustees | Not disclosed | National healthcare governance role |
| Synovus South Carolina Market | Local Advisory Board Member | Current | Regional market advisory engagement |
| Various civic/professional bodies (e.g., SC Governor’s School for the Arts & Humanities, SC River Alliance, EngenuitySC) | Board/Member | Prior/Current | Community and research engagement; numerous awards (e.g., Ellis Island Medal of Honor) |
No public company directorships disclosed for Pastides in the proxy .
Board Governance
- Committee assignments: Chair, Risk Committee; Member, Corporate Governance & Nominating (CGN); Member, Executive Committee .
- Independence: Board determined Pastides is independent under NYSE standards and Synovus guidelines .
- Attendance: The Board met 12 times in 2024; all directors attended at least 75% of Board and committee meetings, with average attendance of 96%. All directors attended the 2024 annual meeting .
- Executive sessions: Non-management and independent directors meet after each regular Board meeting; Lead Director (Tim Bentsen) presided in 2024 .
- Risk oversight: As Risk Committee Chair, Pastides oversees enterprise risk management, emerging risks, and information security, with quarterly CRO engagement and annual program approvals .
- Governance policies: Mandatory retirement upon later of age 72 or 7 years of service (not later than age 75); prohibition on hedging, pledging, and short sales by directors; majority voting; annual director elections .
- Shareholder engagement: Ongoing engagement program with institutional holders and proxy advisors; feedback informs governance and disclosure .
Fixed Compensation
| Component (2024) | Amount ($) | Basis |
|---|---|---|
| Annual cash retainer | 75,000 | Non-management director |
| Risk Committee member retainer | 15,000 | Committee membership |
| Risk Committee chair retainer | 20,000 | Committee chair |
| Corporate Governance & Nominating Committee member retainer | 10,000 | Committee membership |
| Executive Committee | 0 | No additional compensation |
| Fees earned or paid in cash (total) | 120,000 | Sum of above; Pastides’ 2024 cash fees |
Additional cash-related items:
- Directors’ Deferred Compensation Plan: Pastides elected to defer all or a portion of 2024 cash compensation; returns mirror selected funds (no “above market” rate) .
- “All Other Compensation”: $3,000 Synovus contributions under the Director Stock Purchase Plan (DSPP); Synovus contributes 15% of director cash contributions up to $5,000 per quarter .
Performance Compensation
| Equity Award (2024) | Grant Date | Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (Director grant) | Apr 23, 2024 | 2,988 | 110,000 | Fully vest upon the earlier of 3 years’ service from grant or mandatory retirement; transferability at vest; deferral election available |
Director compensation has no performance-conditioned equity; RSUs are time-based to align directors with long-term shareholders .
Company incentive metrics (executive program; governance signal on pay-for-performance):
| Measure | Weight | Threshold | Target | Maximum | Actual | Payout vs 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% | — | — | — | Above target | 115% |
| Total payout (CEO example) | — | — | — | — | — | 160% |
Say-on-Pay support (signal): >97% approval at 2024 annual meeting for 2023 executive pay .
Other Directorships & Interlocks
| Company/Body | Role | Committee Roles | Interlock Notes |
|---|---|---|---|
| American Medical Association | Board of Trustees | Not disclosed | Not a corporate compensation interlock |
| Synovus South Carolina Market | Advisory Board | — | Internal market advisory |
Compensation committee interlocks: None in 2024; no Synovus executives served on boards/compensation committees of entities with reciprocal service .
Expertise & Qualifications
- Domain expertise: Research leadership, higher education management, and consensus-building across complex organizations .
- Board skills: Corporate governance, risk management, strategic planning; aligns with Risk Committee chair responsibilities .
- Education: MPH, MPhil, PhD (Yale); BA (University at Albany) .
- Recognition: Ellis Island Medal of Honor; CASE Chief Executive Leadership Award; SC Chamber Public Servant of the Year .
Equity Ownership
| Item | Value |
|---|---|
| Shares of common stock beneficially owned (as of Jan 31, 2025) | 31,201 |
| Restricted Stock Units (not deliverable within 60 days) | 9,638 |
| Total shares plus RSUs (as disclosed) | 40,839 |
| Ownership as % of outstanding shares (140,968,661 outstanding as of Feb 20, 2025) | ~0.022% (computed from and ) |
Stock ownership alignment:
- Director stock ownership guidelines require holdings equal to 5x annual retainer; compliance achieved by all directors as of Dec 31, 2024 .
- Prohibitions against hedging and pledging of Synovus stock by directors .
Insider trades (Section 16):
| Date | Type | Shares | Price | Post-transaction direct holdings | Source |
|---|---|---|---|---|---|
| Aug 11, 2025 | Form 4 (Director Stock Purchase Plan; code J) | 123 | $46.91 | 43,916 |
Governance Assessment
- Strengths:
- Independent director; chairs Risk Committee overseeing ERM, cybersecurity, and emerging risks—key for investor confidence in a regional bank context .
- Strong attendance and Board engagement (96% average; all directors at annual meeting) .
- Director equity alignment via RSUs and ownership guidelines; anti-hedging/pledging policy reduces misalignment risk .
- Robust shareholder engagement and high Say-on-Pay support (>97%) signal constructive governance and investor alignment .
- Potential conflicts/related-party exposure:
- Ordinary-course banking relationships with directors and affiliates reviewed and deemed immaterial per categorical independence standards .
- Risk indicators:
- Mandatory retirement policy (later of age 72 or 7 years; not later than 75) combined with Pastides’ age (71) suggests near-term succession planning considerations for Risk Committee leadership; Board refresh practices and committee rotation mitigate risk .
- RED FLAGS:
- None disclosed regarding pledging/hedging, related-party transactions beyond ordinary-course terms, option repricing, or low Say-on-Pay outcomes .