Katherine Weislogel
SYNOVUS FINANCIALAbout Katherine Weislogel
Katherine M. Weislogel is Executive Vice President and Head of Treasury and Payment Solutions at Synovus, leading treasury management, liquidity solutions, international banking, and commercial card, with direct reporting to the CEO, which accelerates product decisions and market delivery . She joined Synovus in March 2019 and was elected EVP and head of the group in July 2021; she has 30+ years in banking with prior leadership at BMO Harris, Wells Fargo, and Fifth Third; education: BA, Miami University (Ohio) . As of the 2024 proxy, she is listed among executive officers at age 53; company TSR was 41% in 2024, strongest in the KBW Nasdaq Regional Bank Index, underscoring pay-for-performance alignment at the firm level . Recent business impact includes launching Accelerate Trade for international trade finance and scaling product commercialization in Treasury & Payments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synovus | Executive Vice President; Head of Treasury & Payment Solutions | 2019–present; EVP since Jul-2021 | Leads pricing, design, risk, sales, and go-to-market across treasury products; member of internal committees; direct CEO reporting improves speed-to-market |
| BMO Harris Bank | Managing Director & Team Leader, U.S. commercial treasury & payment solutions (dual role: expansion markets + sales/strategy/support) | ~2016–2019 | Led expansion markets and sales strategy for TPS before joining Synovus; “nearly three years” prior to Synovus |
| Wells Fargo | Senior Treasury Management Consultant | 2014–2016 | Treasury sales and advisory experience at a top-5 bank |
| Fifth Third Bank | Retail and commercial banking roles incl. treasury/sales management | 1993–2014 | Built and led sales teams; achieved #1 sales revenue in treasury management within one year; long-tenured progression |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| West Monroe | Advisory Board Member | N/A | Industry advisory role |
| Datos Insights | Advisory Board Member | N/A | Fintech/insights advisory role |
| Q2 Software | Advisory Board Member | N/A | Digital banking ecosystem advisory role |
| Bank of America Financial Institutions Advisory Board | Member | N/A | Industry engagement; governance page affiliations |
| Cognizant Head of Payments Group | Member | N/A | Payments thought leadership group |
| BCG Treasury Management Roundtable | Member | N/A | Strategy roundtable participation |
| Nacha | Nominating Committee | N/A | ACH network governance participation |
| American Banker “Most Powerful Women to Watch” | Honoree | 2021 | Industry recognition |
Performance Compensation
Company executive incentive design (applies to named executive officers and executive programs generally; individual disclosure for Weislogel not provided in proxy):
- Annual cash incentive metrics and weights (recent years): Adjusted EPS (50%), Adjusted ROAA (25%), Strategic/Corporate/Individual Objectives (25%); payout ranges 0–175% of target (175% in 2023–2025 framework; 0–150% in 2021–2022) .
- Long-term incentives: PSUs (60% of grant) and RSUs (40%); PSUs pay 0–150% based on adjusted ROATCE and relative TSR (KBW Nasdaq Regional Bank Index comparator); RSUs vest 1/3 per year over 3 years .
Annual Incentive Performance – Financial Metrics (company level)
| Metric | 2023: Weight | 2023: Threshold | 2023: Target | 2023: Maximum | 2023: Actual | 2023: Payout Feature | 2024: Weight | 2024: Threshold | 2024: Target | 2024: Maximum | 2024: Actual | 2024: Payout Feature |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted EPS | 50% | N/A | N/A | N/A | Result between threshold and target | Payout 0–175% | 50% | $2.88 | $3.60 | $4.25 | $4.46 | 175% |
| Adjusted ROAA | 25% | N/A | N/A | N/A | Result between threshold and target | Payout 0–175% | 25% | 0.82% | 0.97% | 1.11% | 1.16% | 175% |
| Strategic / Individual Objectives | 25% | N/A | Above target | N/A | Above target | Payout 0–175% | 25% | N/A | Above target | N/A | Above target | 115% |
2024 total payout approved for NEOs ranged ~150%–173% of target; CEO at 160% . 2023 payouts approved ~85%–95% of target .
Long-Term Incentive Design and Outcomes
| Program Element | 2023–2025 Design | 2024–2026 Design | Vesting | Payout Range |
|---|---|---|---|---|
| PSUs (60%) | Weighted adjusted ROATCE + relative TSR vs KBW index | Adjusted ROATCE + relative TSR vs KBW index | 100% after 3 years of service | 0%–150% |
| RSUs (40%) | Time-based, 1/3 per year over 3 years | Time-based, 1/3 per year over 3 years; RSUs subject to risk-based downward adjustment beginning 2025 | Service-based | N/A |
Completed PSU cycles (company-level results):
| Performance Period | Relative TSR (percentile) | Adjusted ROATCE result | PSU Payout (% of target) |
|---|---|---|---|
| 2020–2022 | 46.7th percentile | 16.63% weighted average | 122% |
| 2021–2023 | 59th percentile | 17.8% weighted average | 134% |
Equity Ownership & Alignment
- Stock ownership guidelines for executives: CEO 6x base salary; all other named executive officers 3x; retain 75% of net shares until guideline reached; options and future performance-based awards excluded from calculation (effective Jan 1, 2023) .
- Hold-until-retirement: CEO must retain 50% of shares acquired via equity plans after meeting guidelines until retirement/termination .
- Clawbacks: Mandatory clawback (Oct 2, 2023) requires recovery of erroneously awarded incentive compensation after an accounting restatement; Discretionary clawback (2018) covers materially inaccurate metrics or material risk management failures causing (or expected to cause) material adverse impact .
- Anti-hedging and anti-pledging: Directors/executive officers prohibited from hedging and pledging Synovus stock; 2024 proxy notes none of shares held by other executive officers were pledged or in margin accounts .
Employment Terms
- Change-of-control agreements (company framework for NEOs): Double trigger (CoC + qualifying termination within 2 years); lump-sum severance equals base salary multiple (generally 3x for most NEOs; 2x for certain roles) plus average short-term incentive percentage over prior 3 years, pro-rata target bonus for year of termination, and health/welfare benefits for years equal to the severance multiple; RSU/PSU awards vest at target upon qualifying termination post-CoC; excise tax gross-ups prohibited for new agreements since June 2012 .
- Definition highlights: “Change of control” includes 20% stock acquisition, >1/3 board turnover, or merger with <60% pro forma ownership by former Synovus shareholders; “Good reason” includes material adverse role change, relocation >35 miles, or material reduction in pay/benefits .
- Contract terms for Weislogel: The proxies disclose NEO change-of-control agreements; no specific employment agreement or severance disclosure for Weislogel found (not listed as a named executive officer), so individual severance/change-of-control terms are not disclosed .
Compensation Committee Analysis
- Peer group benchmarking: For 2024, CHCC used a 16-bank peer set (e.g., Regions, SouthState, Webster, Western Alliance, Zions, Comerica, FNB, Cadence, BOKF, etc.) to set total direct compensation opportunities; focus on market medians and performance alignment .
- Program shifts: Since 2020, PSUs incorporate relative TSR in place of ROAA to enhance alignment with shareholder returns; RSUs replaced market RSUs for simplicity .
Performance Compensation – Supplemental Tables
Annual incentive structure summary:
| Element | Weight | Payout Range | Notes |
|---|---|---|---|
| Adjusted EPS | 50% | 0%–175% | 2024 actual exceeded maximum target |
| Adjusted ROAA | 25% | 0%–175% | 2024 actual exceeded maximum target |
| Strategic/Corporate/Individual Objectives | 25% | Committee-assessed | 2023–2024 assessed above target |
Long-term incentive design summary:
| Metric | Measurement | Comparator/Definition | Vesting | Payout |
|---|---|---|---|---|
| Adjusted ROATCE | 3-year weighted average; higher weight on year 3 | Adjusted earnings / avg tangible common equity | PSUs vest at 3 years | 0%–150% |
| Relative TSR | KBW Nasdaq Regional Bank Index constituents | 25th pct = 50%, 50th pct = 100%, 75th pct = 150% | PSUs vest at 3 years | 0%–150% |
Investment Implications
- Alignment: Executive stock ownership guidelines, retention of 75% of net shares until guideline, and anti-hedging/anti-pledging policies reduce near-term selling pressure and align behavior to shareholder outcomes; completed PSU cycles paid above target (122% and 134%), reflecting strong ROATCE and competitive TSR performance .
- Retention risk: Weislogel reports directly to the CEO and leads a growth-oriented, technology-partnered platform (e.g., Accelerate Trade with Finzly), increasing strategic centrality; lack of public individual severance/change-of-control disclosure suggests monitoring for any 8-K 5.02 events or Form 4 activity to assess retention signals .
- Trading signals: Watch annual incentive outcomes tied to adjusted EPS and ROAA and PSU design tied to ROATCE and relative TSR; company’s 2024 TSR leadership (41%) indicates positive momentum—monitor continued execution in Treasury & Payments as potential contributor to fee income and client growth .
Related governance policies (clawbacks and anti-hedging/pledging) further mitigate misalignment risks and potential adverse behavior in compensation outcomes .