John Stallworth
SYNOVUS FINANCIALAbout John L. Stallworth
Independent director at Synovus Financial Corp. (first elected 2017), Stallworth is a partner at Genesis II and longtime civic leader. He previously served as President & CEO of Madison Research Corporation (1986–2006) and is Chairman of the John Stallworth Foundation; he is also a Pro Football Hall of Famer and a partial owner of the Pittsburgh Steelers (since 2009) . Age 71 (as disclosed in 2024 proxy) . He served on Synovus’ Board through the April 2025 annual meeting but is not listed among the 11 director nominees for the 2025–2026 term .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madison Research Corporation (engineering/defense) | President & CEO | 1986–2006 | Grew to ~650 employees across seven states before sale; led engineering services and technology support for defense industry |
| Pittsburgh Steelers (NFL) | Wide Receiver (retired); Pro Football Hall of Fame | 14 seasons; HOF in 2002 | Partial owner since 2009 |
| Huntsville (AL) civic development | Leader in development/revitalization of downtown | Not stated | Economic development leadership in Huntsville community |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genesis II | Partner | Current | Family investment and philanthropic partnership |
| John Stallworth Foundation | Chairman | Since 1980 (foundation creation) | Scholarships for students attending college in Alabama |
| Synovus Huntsville Market | Advisory Board Member | Current | Local banking market advisory role |
Board Governance
- Independence: Affirmatively determined independent by the Board as of Jan 1, 2025 ; also independent as of Jan 1, 2024 .
- Committees (2024–April 2025 term): Corporate Governance & Nominating (CGN) and Risk (R); no chair roles disclosed .
- Attendance: Board held 12 meetings in 2024; all directors attended ≥75%; average attendance 96% (all directors attended the 2024 annual meeting) .
- Board refresh: Not among 11 nominees for election at the 2025 annual meeting (reflects ongoing refreshment) .
- Hedging/pledging policy: Policies prohibit hedging, pledging, and short selling of Synovus stock by directors and executive officers .
Fixed Compensation
Program structure (2024):
- Annual cash retainer: $75,000; plus committee retainers: Audit/Risk $15,000; CHCC $12,500; CGN $10,000; Lead Director $40,000 .
- Directors compensated from Apr 24, 2024 to Apr 24, 2025 for 2024 service period .
Actual cash/equity paid to Stallworth:
| Year | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 110,000 | 3,000 (Director Stock Purchase Plan contribution) | 213,000 |
| 2023 | 95,000 | 105,000 | 3,000 (Director Stock Purchase Plan contribution) | 203,000 |
Notes:
- 2024 equity grant: 2,988 RSUs (grant-date fair value $110,000) on April 23, 2024; RSUs vest upon earlier of 3 years of service or reaching mandatory retirement age per guidelines .
- Director Stock Purchase Plan (DSPP): company matches 15% of director cash contributions; Stallworth received $3,000 company contribution in 2024 and $3,000 in 2023 .
- Directors may defer cash under the Directors’ Deferred Compensation Plan; deferrals mirror selected fund returns (no “above market” rate). 2024 deferrals disclosed for other directors (Apter, Pastides, Storey, Villoch); Stallworth not listed among deferrers .
Performance Compensation
Director equity is time-based (not performance-based):
- 2024: 2,988 RSUs; vesting per director schedule (see above) .
- 2023: 3,550 RSUs; grant-date fair value $105,000; similar vesting schedule .
| Grant Year | Vehicle | Grant-Date Fair Value ($) | # RSUs | Vesting |
|---|---|---|---|---|
| 2024 | RSUs | 110,000 | 2,988 | Fully vests upon earlier of 3 years of service post-grant or reaching mandatory retirement per guidelines |
| 2023 | RSUs | 105,000 | 3,550 | Same as above |
Executive incentive metrics (context for pay-for-performance culture): adjusted EPS, adjusted ROAA (AIP); adjusted ROATCE and relative TSR (PSUs). Clawback and risk-based adjustments apply to executive awards; not applicable to director RSUs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in Synovus proxy for Stallworth |
| Committee interlocks | Not a member of the Compensation & Human Capital Committee (the committee with interlock disclosure); 2024 CHCC members listed exclude Stallworth |
| Ordinary-course business with Synovus | Board reviewed ordinary-course banking/financial relationships with directors and affiliates; determined immaterial and on market terms for independence |
Expertise & Qualifications
- Skills matrix flags for Stallworth include: C‑suite/executive leadership, strategic planning, human capital/compensation, communication/branding, technology/digital innovation, business operations, real estate; independent, with relevant geographic market knowledge .
- Risk oversight experience via Risk Committee membership .
Equity Ownership
| As of | Common Shares Beneficially Owned | % Outstanding | Restricted Stock Units | Total (Common + RSUs) |
|---|---|---|---|---|
| Jan 31, 2025 | 22,201 | <1% | 9,638 | 31,839 |
| Jan 31, 2024 | 19,081 | <1% | 8,719 | 27,800 |
Additional alignment and safeguards:
- Director stock ownership guidelines: minimum 5× annual retainer (1× within 3 years; 5× within 5 years); all directors in compliance as of Dec 31, 2024 .
- Hedging and pledging of Synovus stock prohibited for directors/officers .
Governance Assessment
- Strengths: Independent director with service on Risk and Corporate Governance & Nominating Committees, supporting risk oversight and board effectiveness; strong attendance culture (96% average) and annual independent sessions; alignment via RSU grants, DSPP participation, and strict stock ownership guidelines; robust prohibitions on hedging/pledging enhance alignment .
- Potential watch items: Not nominated for re‑election in 2025 (board refresh); investors should monitor committee reconstitution and continuity of risk/governance expertise post-2025 . Ordinary-course banking relationships with directors exist but were reviewed and deemed immaterial by the Board for independence purposes .
- Investor confidence context: Synovus’ say‑on‑pay votes have received strong support (over 97% approval in recent cycle), reflecting a shareholder‑aligned pay framework, though this pertains to executives rather than directors .