Jamie Gregory
SYNOVUS FINANCIALAbout Jamie Gregory
Andrew J. “Jamie” Gregory, Jr. is Executive Vice President and Chief Financial Officer of Synovus, elected in June 2019; he is 49 years old as of the 2025 proxy . 2024 performance under Synovus’ incentive plans showed strong results: adjusted EPS of $4.46 (above maximum target $4.25) and adjusted ROAA of 1.16% (above maximum target 1.11%), contributing to a plan payout of 160% and a 41% total shareholder return in 2024, the highest in the KBW Nasdaq Regional Bank Index . Long-term incentives emphasize ROATCE and relative TSR; the 2022–2024 PSU cycle paid out at 144% of target driven by 17.1% weighted average adjusted ROATCE and 70th percentile TSR vs KBW 50 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synovus Financial Corp. | EVP & CFO | Jun 2019–present | Oversees finance, capital, reporting; aligns incentives to adjusted EPS/ROAA and ROATCE/TSR . |
| Regions Financial Corp. | EVP, Head of Corporate Financial Strategy | Jan 2019–Jun 2019 | Led corporate financial strategy in transition to Synovus CFO . |
| Regions Financial Corp. | Various leadership roles (Head of Corporate Development & Profitability; Assistant Treasurer; Chief Investment Officer) | 2009–2019 | Led M&A, profitability, treasury and investment functions; value creation via portfolio and balance sheet management . |
| Wachovia Bank | SVP & Portfolio Manager | ~10 years prior to Regions (approx. 1999–2009) | Managed investment portfolios; institutional banking expertise . |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $575,961 | $620,192 | $625,000 |
| Stock Awards (Grant Date FV) | $719,601 | $832,413 | $969,267 |
| Non-Equity Incentive Plan Compensation (Cash Bonus) | $734,351 | $503,019 | $970,313 |
| All Other Compensation | $56,449 | $57,359 | $45,702 |
| Total Compensation | $2,086,362 | $2,012,983 | $2,610,282 |
Notes:
- 2024 target annual incentive opportunity was 90% of base salary for Mr. Gregory; other NEOs were 75% and CEO 135% .
- 2024 bonus was driven by plan metrics (adjusted EPS, ROAA, strategic/individual objectives) with formulaic payout at 160% and individual NEOs ranging 150–173% of target; Mr. Gregory’s actual payout of $970,313 vs target $562,500 implies ~173% of target (calculated) .
Perquisites (within “All Other Compensation”):
- Executive physical: $6,551 in 2024 .
- Company contributions to nonqualified deferred compensation: $39,151 in 2024 .
- Security alarm monitoring provided (no incremental cost) .
Performance Compensation
Short-Term Incentive Plan – 2024 design and outcomes
| Metric | 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% | See proxy discussion | See proxy discussion | See proxy discussion | Above target | 115% |
| Plan Payout (formulaic) | — | — | — | — | — | 160% |
- Individual payouts approved ranged from 150% to 173% based on performance and CEO recommendations for NEOs .
Long-Term Incentives – 2024 grants and structure
| Award Type | Grant Date | Target Shares | Max Shares | Grant Date Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| PSUs | 2/15/2024 | 15,523 | 23,285 | $589,252 | 100% after 3 years service | 3-year adjusted ROATCE and relative TSR; payout 0–150% |
| RSUs | 2/15/2024 | 10,349 | — | $380,015 | 1/3 per year over 3 years | Time-based; settled in common stock for NEOs other than certain cash-settled cases |
PSU cycle results (2012–2024 cohort finalized in 2024):
- Relative TSR: 70th percentile vs KBW 50 (payout 141%) .
- Weighted average adjusted ROATCE: 17.1% (payout 147%) .
- Combined PSU payout: 144% of target .
Option awards and exercises:
- No options granted to NEOs in 2024 .
- No option exercises in 2024; Mr. Gregory vested 17,578 stock units valued at $645,245 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (1/31/2025) | 58,116 common shares; RSUs 37,973; total 96,089; <1% of outstanding . |
| RSUs vesting within 60 days (as of 1/31/2025) | 18,842 units . |
| Outstanding Equity Awards (12/31/2024) | RSUs: 10,641 (2024 grant; MV $545,138), 5,325 (2023; $272,800), 2,277 (2022; $116,651); PSUs (at target): 15,959 (2024; $817,580), 11,973 (2023; $613,377), 10,223 (2022; $523,724); market value uses $51.23 close . |
| 2024 Stock Vested | 17,578 shares; $645,245 value . |
| Ownership Guidelines | 3x base salary for NEOs; retain 75% of net shares until met; all NEOs compliant as of Jan 1, 2024 . |
| Anti-hedging & Anti-pledging | Directors/executive officers prohibited from hedging/pledging Synovus stock . |
| Deferred Compensation Balance | $682,177 aggregate at FY-end 2024; 2024 executive contributions $67,681; company contributions $39,151 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-of-Control (CoC) Agreements | Double trigger (CoC plus qualifying termination within 2 years) . |
| Severance Multiple | 3x for CFO (base salary plus average STI % over prior 3 years), plus pro-rata target STI for year of termination . |
| Estimated CoC Benefits (as of 12/31/2024) | Base salary $1,875,000; average 3-yr STI $1,968,750; pro-rata target STI $562,500; health/welfare $57,276; stock award vesting $2,889,270; total $7,352,796; excise tax gross-up: N/A . |
| Equity Treatment | PSUs/RSUs vest at target upon qualifying termination within two years post-CoC; also vest on death, disability, retirement after age 65 with 10+ years service . |
| Clawbacks | Mandatory clawback (restatements) effective Oct 2, 2023; Discretionary clawback for materially inaccurate metrics or material risk management failures . |
| No Gross-Up Policy | Since June 2012, no new CoC agreements include excise tax gross-ups . |
Compensation Peer Group and Governance
- Peer group (unchanged from 2023) used for market benchmarking includes: BOK Financial, BankUnited, Cadence Bank, Comerica, Cullen/Frost, First Horizon, FNB, Hancock Whitney, NYCB (Flagstaff), Pinnacle, Popular, Regions, SouthState, Webster, Western Alliance, Zions .
- Compensation philosophy targets median market pay; majority of compensation is at-risk tied to performance; equity is 60% PSUs and 40% RSUs; robust governance (no option repricing; anti-hedging/pledging; clawbacks) .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote (for 2023 compensation): over 97% approval; committee made no changes as a result; annual advisory vote continues .
Investment Implications
- Alignment: Strong pay-for-performance link via adjusted EPS/ROAA and ROATCE/relative TSR; ownership guidelines and anti-hedging/pledging enhance alignment; 2022–2024 PSUs paid 144% reflecting robust ROATCE/TSR outcomes .
- Retention Risk: Low near-term—substantial unvested PSUs/RSUs outstanding and 3x CoC protection; estimated CoC value ~$7.35M increases opportunity cost of departure .
- Trading Signals: RSUs vest one-third annually and PSUs cliff-vest at three years; Mr. Gregory had 17,578 units vest in 2024 and 18,842 RSUs scheduled to vest within 60 days of Jan 31, 2025—monitor Form 4 filings around vest dates for potential tax-related sales; options are not a driver (none granted/exercised in 2024) .
- Governance Quality: High—double-trigger CoC, no excise tax gross-ups, clawbacks, no option repricing, >97% say-on-pay support; reduces headline risk and signals disciplined compensation oversight .