Kevin Blair
SYNOVUS FINANCIALAbout Kevin Blair
Kevin S. Blair is Chairman of the Board, Chief Executive Officer, and President of Synovus Financial Corp. (management director; combined Chair/CEO role) . He joined Synovus as CFO in August 2016 after ~20 years at SunTrust (Treasurer in 2015; prior leadership across strategy, finance, credit risk) . The Board appointed him a director on Dec 17, 2020 and named him CEO effective April 21, 2021; he received no additional director compensation upon appointment . Synovus’ 2022 Investor Day targeted top-quartile core performance, including ROATCE 16–17%, ROAA 1.3–1.4%, and ~50% efficiency ratio .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Synovus Financial Corp. | Chairman, CEO & President | 2021–present | Combined chair/CEO leadership; principal executive officer |
| Synovus Financial Corp. | President & COO | 2019–2021 | Enterprise execution/operations leadership |
| Synovus Financial Corp. | SEVP & COO | 2018–2019 | Operating model transition to COO |
| Synovus Financial Corp. | EVP & CFO | 2016–2018 | Finance leadership during balance sheet repositioning |
| SunTrust Bank (now Truist) | Treasurer | 2015–2016 | Corporate treasury and balance sheet management |
| SunTrust Bank | Various line/finance roles (incl. commercial specialty segment director; GA/N FL CEO) | ~1997–2015 | Strategy, line management, strategic finance, credit risk |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Synovus Financial Corp. | Director | 2020–present | Appointed Dec 17, 2020; no additional director pay upon appointment |
| Synovus Financial Corp. | Chairman of the Board | By 2025 | Title in 2024 10‑K signature pages |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 1,015,385 | 45,749 (incl. housing allowance) | Base rate increased to $1,025,000 effective Mar 5, 2023 |
| 2022 | 970,192 | 40,273 | — |
| 2021 | 865,083 | 12,506 | — |
Performance Compensation
| Year | Non‑Equity Incentive ($) | Stock Awards ($, grant‑date fair value) | Plan design (metrics/weighting) | Payout context |
|---|---|---|---|---|
| 2023 | 1,128,346 | 3,121,483 | AIP: Adjusted EPS 50%, Adjusted ROAA 25%, Corporate/Personal 25% | AIP paid at 85–95% of target across NEOs; EPS/ROAA between threshold and target; corp/personal above target |
| 2022 | 1,819,110 | 2,338,466 | (Program structure similar; company discloses PSUs/RSUs mix) | — |
| 2021 | 1,453,340 | 3,308,053 | LTI: PSUs 60% (3‑yr), RSUs 40% (1/3 yearly) | — |
Long‑term incentives and vesting mechanics:
- PSUs (60% of ongoing annual LTI): 3‑year performance period; payout 0–150% based on weighted adjusted ROATCE and relative TSR; subject to clawback .
- RSUs (40%): time‑based, vest 1/3 per year over 3 years; subject to clawback .
2023 AIP metrics detail
| Metric | Weight | Targeting approach |
|---|---|---|
| Adjusted EPS | 50% | Excluded FDIC special assessment in 2023 plan calculation |
| Adjusted ROAA | 25% | Excluded FDIC special assessment in 2023 plan calculation |
| Corporate & personal objectives | 25% | Committee assessed above target |
Equity Ownership & Alignment
| As‑of date (Record) | Common Shares Beneficially Owned | RSUs (not within 60 days) | Total (incl. RSUs) | % Outstanding | Notes |
|---|---|---|---|---|---|
| Jan 31, 2025 | 197,160 | 135,991 | 333,151 | <1% | 63,395 RSUs vesting within 60 days |
| Jan 31, 2024 | 175,028 | 102,610 | 277,638 | <1% | 88,089 RSUs vesting within 60 days |
| Jan 31, 2023 | 108,660 | 112,271 | 220,931 | <1% | 47,970 RSUs vesting within 60 days |
Stock ownership guideline and retention:
- CEO guideline: 6x base salary; PSUs and stock options excluded from calculation; must retain 75% of net shares until compliant; all NEOs were in compliance as of Jan 1, 2023 .
- 2023 disclosure reiterates PSUs/RSUs are subject to the company’s mandatory and discretionary clawback policies .
Vesting supply/near‑term overhang:
- RSUs scheduled to vest within ~60 days of record date: 47,970 (2023), 88,089 (2024), 63,395 (2025) — potential near‑term sell pressure depending on 10b5‑1 plans/tax withholding .
Employment Terms
Baseline change‑in‑control protection (pre‑merger):
- Double‑trigger change‑in‑control agreements (cash severance typically 2–3x salary+bonus; equity acceleration terms apply on qualified termination); no excise tax gross‑ups in new agreements since June 2012 .
Merger with Pinnacle Financial Partners (announced July 24, 2025) – Blair employment agreement and golden parachute economics:
- Role/term: President & CEO of Newco and Pinnacle Bank; Board member; becomes Chairman beginning on second anniversary (or earlier if chair vacancy); initial term 2 years + 1 day .
- Compensation: Base salary ≥ $1,150,000; target annual cash incentive 170% of base; annual LTI target grant‑date fair value ≥ $5,800,000 .
- Governance protection: Removal during the employment term requires 75% Board vote .
- Severance/change‑in‑control: Upon qualifying termination during the term, entitled to severance per existing Synovus change‑in‑control agreement and full vesting of outstanding equity (performance awards deemed achieved at greater of target or actual) .
Golden parachute (Synovus/PNFP merger proxy estimates):
| Component | Kevin S. Blair ($) |
|---|---|
| Cash Severance | 9,367,900 |
| 2025 Bonus (single‑trigger at 150% target) | 2,328,750 |
| Equity Acceleration | 13,549,067 (RSUs $3,059,380; PSUs $10,489,687) |
| Perquisites/Benefits | 74,901 |
| Total | 25,320,618 |
Trigger design:
- RSU acceleration: double‑trigger (requires qualifying termination post‑closing) .
- PSU acceleration: single‑trigger at effective time, valued assuming maximum performance per proxy estimates .
Board Governance
- Board committees and independence: Audit, Corporate Governance & Nominating, Compensation & Human Capital, Risk, and Executive Committees; all members of Audit, CGN, Compensation, and Risk committees are independent under NYSE/Guidelines .
- Combined Chair/CEO structure: Blair serves as both Chair and CEO (management director) . He was appointed to the Board in 2020 and received no additional director compensation for serving as a director .
Compensation Peer Group (benchmarking and policy)
- Synovus used a 16‑bank peer group for 2022 pay benchmarking (e.g., BOK Financial, Regions, Comerica, Popular, Webster, Western Alliance, Zions, etc.) .
- Philosophy: fixed salary targeted around market median (50th percentile) with significant at‑risk pay in annual incentive and long‑term equity; mix of PSUs and RSUs (in 2021–2023, PSUs 60%, RSUs 40%) .
Investment Implications
- Alignment and pay‑for‑performance: High equity mix (PSUs tied to adjusted ROATCE and relative TSR; RSUs time‑based) supports multi‑year alignment; 2023 AIP paid below target on core financials (85–95% of target), indicating some downside sensitivity .
- Retention and change‑in‑control risk: New employment agreement embeds substantial retention value (high target bonus/LTI and strong severance/change‑in‑control protections), lowering near‑term departure risk but elevating potential merger‑related dilution via equity acceleration .
- Trading/overhang: Significant scheduled RSU vesting within 60 days of record dates (notably 88k in early 2024 and 63k in early 2025) could create episodic supply; monitor 10b5‑1 plans and tax‑withholding sales around vest dates .
- Governance: Combined Chair/CEO increases importance of independent committees and lead independent oversight; Synovus discloses fully independent key committees, which mitigates—but does not eliminate—combined‑role concerns .
Appendix: Multi‑Year Compensation (Kevin S. Blair)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 1,015,385 | 3,121,483 | 1,128,346 | 45,749 | 5,310,963 |
| 2022 | 970,192 | 2,338,466 | 1,819,110 | 40,273 | 5,168,041 |
| 2021 | 865,083 | 3,308,053 | 1,453,340 | 12,506 | 5,638,982 |