John Irby
SYNOVUS FINANCIALAbout John H. Irby
John H. Irby (age 62) is an independent director of Synovus Financial Corp., first elected in 2022. He is a commercial real estate investor and attorney with Atlanta-based Wilson Brock & Irby, LLC, and managing partner of Tall Pines Properties, LLC and Equity Resource Partners, LLC, bringing legal and commercial real estate expertise to the board . He currently serves on Synovus’ Compensation and Human Capital Committee (CHCC) and Risk Committee, and is classified as independent under NYSE and company standards as of January 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilson Brock & Irby, LLC | Attorney (commercial real estate, corporate transactions, litigation) | Practiced law for 30+ years | Legal and business counsel |
| Tall Pines Properties, LLC | Managing Partner | Not disclosed | Acquisition/management of commercial real estate and timberland |
| Equity Resource Partners, LLC | Managing Partner | Not disclosed | Acquisition/management of commercial real estate and timberland |
| Georgia Department of Corrections | Director (past) | Not disclosed | Public sector oversight (past) |
| Darlington School | Director (past) | Not disclosed | Education governance (past) |
| Atlanta Steeple Chase | Director (past) | Not disclosed | Non-profit governance (past) |
| Bradley-Turner Foundation | Director (past) | Not disclosed | Philanthropic governance (past) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Lottery Corporation | Chair | Not disclosed | Public oversight; board leadership |
| Georgia Historical Society Endowment Trust | Director | Not disclosed | Endowment stewardship |
| W.C. Bradley Company | Director | Not disclosed | Private company governance |
Board Governance
- Committee assignments (as of the proxy date): CHCC and Risk; not a chair. Independent director (NYSE and company standards) .
- Board/committee attendance in 2024: All directors attended at least 75% of meetings; average attendance 96% across incumbent directors; all directors attended the 2024 annual meeting .
- CHCC interlocks: In 2024, CHCC members (including Irby) had no compensation committee interlocks; none were officers/employees of Synovus .
Fixed Compensation
| Component (Director Pay Structure) | 2024 Policy Detail |
|---|---|
| Annual cash retainer (non-employee directors) | $75,000 |
| Committee retainers | Audit: +$15,000 (Chair +$20,000); Risk: +$15,000 (Chair +$20,000); CHCC: +$12,500 (Chair +$17,500); CGN: +$10,000 (Chair +$15,000); Lead Director: +$40,000 |
| Meeting fees | None (retainer model) |
| Cash deferral | Optional; not listed as a 2024 deferring participant for Irby |
| John H. Irby – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $97,500 | $102,500 |
| Stock Awards ($) (RSUs grant-date fair value) | $105,000 | $110,000 |
| All Other Compensation ($) | $3,000 (Director Stock Purchase Plan contributions) | $3,000 (Director Stock Purchase Plan contributions) |
| Total ($) | $205,500 | $215,500 |
Notes: The cash total aligns with policy math: $75,000 base + $12,500 (CHCC) + $15,000 (Risk) = $102,500 in 2024 .
Performance Compensation
| Equity Vehicle | Grant Detail | Vesting | 2024 RSU Holdings |
|---|---|---|---|
| RSUs (annual director grant) | 2,988 RSUs; $110,000 grant-date fair value (approved April 23, 2024 for 2024–2025 term) | Fully vests upon earlier of three years of service from grant date or upon reaching mandatory retirement per Corporate Governance Guidelines | Irby held 9,950 RSUs as of December 31, 2024 |
- Deferral elections: Directors may defer equity into the Directors’ Deferred Compensation Plan; 2024 deferrers were Apter, Storey, and Villoch (Irby not listed) .
- No options or performance share units for directors disclosed; director equity is time-based RSUs only .
- Clawbacks/hedging/pledging: Company policies include clawbacks for executives and prohibit hedging and pledging by directors and executive officers .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Irby |
| Private/state/non-profit boards | Georgia Lottery Corporation (Chair); Georgia Historical Society Endowment Trust; W.C. Bradley Company |
| CHCC interlocks (2024) | None; no officer/employee cross-service with other issuers’ comp committees |
Expertise & Qualifications
- Legal and regulatory: 30+ years as an attorney; expertise in commercial real estate transactions and corporate matters .
- Real estate operations/investment: Managing partner roles in real estate/timberland entities; real estate skill flagged in board skills matrix .
- Governance and strategic planning: Corporate governance and strategic planning skills indicated in matrix; independent director .
- Risk oversight: Serves on Risk Committee; board’s risk framework and committee responsibilities outlined in proxy .
Equity Ownership
| Measure (as of Jan 31, 2025) | Amount |
|---|---|
| Beneficially owned common shares | 110,618 (less than 1%) |
| RSUs (do not represent right to receive common within 60 days) | 10,023 |
| Total (beneficial + RSUs disclosure column) | 120,641 |
| Footnote breakdown | Includes 46,081 shares in various trusts with shared powers; 46,219 shares in a family trust in which spouse has a pecuniary interest (spouse disclaims beneficial ownership); plus 9,885 shares owned by spouse |
| Pledging/hedging | Policies prohibit hedging and pledging by directors |
| Ownership guidelines | Directors must hold ≥5× annual retainer; 1× within 3 years; 5-year window; all directors in compliance as of Dec 31, 2024 |
| Historical Ownership Snapshot (as of Jan 31, 2024) | Amount |
|---|---|
| Beneficially owned common shares | 110,033 (less than 1%) |
| RSUs (disclosure column) | 6,722 |
| Footnote breakdown | Same trust and spouse details as above |
Related Party Transactions and Conflicts
- Policy and oversight: Related party transactions >$120,000 are reviewed by the Corporate Governance & Nominating Committee; transactions must be on terms no less favorable than those for unaffiliated parties .
- Ordinary-course relationships: In 2024, directors (and affiliates) were bank clients; lending/financial services were on substantially the same terms as for nonaffiliates; the board determined none constituted a material relationship for independence .
- Potential conflicts monitor: Irby’s real estate businesses could intersect with Synovus’ lending or services, but any such dealings are subject to policy review and were deemed immaterial for independence in 2024 .
Say-on-Pay & Shareholder Feedback (Context)
- Advisory vote support: 2023 say-on-pay approval exceeded 97% of votes cast, signaling strong shareholder support for compensation governance; committee retained independent consultant (Meridian) and reported no consultant conflicts .
Governance Assessment
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Strengths
- Independent director with relevant legal/real estate expertise; active service on CHCC and Risk—two high-impact committees for investor oversight .
- Strong alignment via equity: recurring time-based RSU grants, participation in Director Stock Purchase Plan; compliant with 5× retainer ownership guideline; prohibitions on hedging/pledging reduce misalignment risk .
- Engagement: Board-wide attendance strong (96% average); all directors ≥75% and attended annual meeting .
- No CHCC interlocks; independent compensation consultant with no conflicts reported .
-
Watchpoints
- Related-party exposure inherent to directors with operating businesses (real estate) and ordinary-course banking services; currently deemed immaterial by the board but merits ongoing monitoring, especially in credit cycles. No specific Irby-related exception disclosed beyond ordinary-course relationships .
- Director equity is time-based (no performance metrics), which is common for directors but provides less performance contingency than PSUs; balance is partly addressed by ownership guidelines and plan design .
-
RED FLAGS
- None identified in disclosures: no pledging, no hedging, no options repricing, and no director-specific related-party exceptions flagged; section 16 filings were timely per company representation .