Shellie Creson
SYNOVUS FINANCIALAbout Shellie Creson
Shellie R. Creson is Executive Vice President and Chief Risk Officer at Synovus, appointed effective on or about August 1, 2022; she is 57 years old with over 30 years of financial services and audit experience, including more than 10 years as a certified public accountant at KPMG . Her background spans enterprise risk, audit leadership, and strategic planning at large regional banks (Fifth Third, Regions), positioning her as the executive who chairs risk oversight of incentive plans reviewed annually with the CHCC; in 2024 Synovus delivered a 41% total shareholder return, highest among banks in the KBW Nasdaq Regional Bank Index, aligning pay with performance outcomes across the enterprise .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth Third Bancorp | EVP, Chief Audit Executive | 5 years (2017–2022) | Led enterprise audit, strengthening controls and risk governance prior to joining Synovus |
| Regions Financial | EVP, Deputy Director of Audit; leadership roles in strategic/corporate planning, audit, finance | 10 years | Advanced audit leadership and strategic planning capabilities within a large regional bank platform |
| KPMG | Certified Public Accountant (financial services focus) | Over 10 years | Deep technical audit and financial reporting expertise for financial institutions |
External Roles
No public-company board roles or external directorships are disclosed in the 2025 proxy’s executive officer profile .
Fixed Compensation
- Executive pay is overseen and approved by the Compensation and Human Capital Committee (CHCC), which uses Meridian Compensation Partners for market data and best practices; non-CEO executive base salaries were reviewed against peers with no changes for other NEOs in 2024, while overall program emphasizes at-risk pay .
- Retirement and deferred compensation: 401(k) with up to 5% employer match and a nonqualified Deferred Compensation Plan (rabbi trust) that mirrors 401(k) investment options and replaces benefits capped by IRS limits (no “above market” interest) .
Performance Compensation
Annual Incentive Plan (Executives)
| Metric | Weighting | Target/Payout Structure | Notes |
|---|---|---|---|
| Adjusted EPS | 50% | 0%–175% of target payout range | Financial goal; 2024 results exceeded maximum goals for NEOs |
| Adjusted ROAA | 25% | 0%–175% of target payout range | Financial goal; 2024 results exceeded maximum goals for NEOs |
| Strategic & Individual Objectives | 25% | 0%–175% of target payout range | CHCC assessed performance above target for NEOs in 2024 |
- 2024 NEO outcomes: CHCC approved payouts of 150%–173% of target based on strong performance; this evidences pay-for-performance calibration. Individual payout figures for the CRO are not disclosed in the proxy .
Long-Term Incentive Program (Executives)
| Award Type | Grant Mix | Vesting | Performance Metrics / Features |
|---|---|---|---|
| PSUs | 60% of annual grant value | 100% after 3 years | Payout 0%–150% based on adjusted ROATCE and relative TSR over 3 years; subject to clawbacks and possible downward risk-based adjustment |
| RSUs | 40% of annual grant value | 1/3 per year over 3 years | Time-based vesting contingent on continued employment; subject to clawbacks, and RSUs subject to risk-based adjustments beginning in 2025 |
- Clawbacks: Mandatory clawback (October 2, 2023) for restatements; Discretionary clawback (2018) for materially inaccurate metrics/financials or material risk management failures; administered by CHCC .
Equity Ownership & Alignment
| Policy Element | Disclosure |
|---|---|
| Ownership Guidelines | Executives are subject to stock ownership guidelines; for NEOs: CEO 6x salary, other NEOs 3x. Until achieved, retain 75% of net shares from option exercises/vestings. All NEOs were in compliance as of Jan 1, 2024; the proxy does not state Creson’s compliance status . |
| Anti-Hedging | Directors and executive officers are prohibited from hedging or monetization transactions (e.g., zero-cost collars, forward contracts); no puts/calls/derivatives on Synovus securities . |
| Anti-Pledging | Pledging of Synovus stock is prohibited for directors and executive officers—reducing alignment and liquidity risk . |
| Hold-Until-Retirement (CEO) | CEO must hold 50% of net shares until retirement after meeting ownership guidelines; underscores alignment; this specific provision applies to the CEO . |
| Beneficial Ownership | The proxy discloses NEOs’ and directors’ share counts and RSUs; Creson is not a NEO in 2024, and her individual beneficial ownership is not separately disclosed . |
Employment Terms
| Topic | Disclosure |
|---|---|
| Appointment Date | Appointed EVP & Chief Risk Officer effective on or about August 1, 2022 . |
| Employment Agreements | 2025 Item 5.02 8-Ks disclose merger-contingent employment agreements for the CEO and CFO; no similar employment agreement filing mentions the CRO in those 8-Ks . |
| Change-of-Control | Synovus uses change-of-control arrangements with executives for retention and orderly transition; NEO agreements provide lump sum equal to two to three years of base salary plus average bonus (past three years), plus two to three years of health/welfare benefits; double-trigger (COC plus qualifying termination within two years). No tax gross-ups in new agreements since June 2012 . |
| Clawbacks | Mandatory (2023) and Discretionary (2018) clawback policies cover incentive compensation for restatements, inaccurate metrics, and material risk failures (administered by CHCC) . |
| Hedging/Pledging | Prohibited for directors and executive officers per Corporate Governance Guidelines and Insider Trading Policy . |
| Ownership Guidelines | Executives subject to ownership guidelines; NEO specifics disclosed (CEO 6x, other NEOs 3x). Creson’s personal requirement/compliance is not specifically disclosed . |
Compensation Committee & Governance Context
- CHCC responsibilities include approving non-CEO executive compensation, reviewing risk alignment of incentives, talent/succession oversight, and engaging Meridian for market benchmarking; it met six times in 2024 and evaluated conflicts (none found) .
- Risk considerations: management conducts plan-level risk assessments (financial/strategic/administrative) with the Executive Risk Committee chaired by the CRO; CHCC met with the CRO to review the comprehensive risk assessment of 2024 incentive plans and concluded no unnecessary risks or materially adverse effects from compensation policies .
- Governance policies prohibit hedging, pledging, and short sales by directors and executive officers; emphasize majority voting, board independence, and robust risk oversight .
Investment Implications
- Strong pay-for-performance calibration (AIP tied to adjusted EPS/ROAA; LTI tied to adjusted ROATCE and relative TSR) and clawback overlay reduce misalignment risk; CRO-led risk assessments of incentive plans add discipline to payout decisions .
- Anti-hedging and anti-pledging policies, plus stock ownership guidelines, support alignment and reduce downside governance risks; however, individual ownership levels and compliance status for the CRO are not disclosed, limiting precision of skin-in-the-game analysis .
- RSU vesting cadence (1/3 annually) and PSU 3-year cliffs can create periodic selling pressure as awards vest; clawbacks and risk-based downward adjustments (beginning 2025 for RSUs) temper risk-taking incentives .
- Change-of-control terms (double-trigger, 2–3x salary+average bonus, benefits continuation; no tax gross-ups) suggest competitive retention economics without shareholder-unfriendly excise gross-ups; no separate CRO employment agreement filed in 2025 merger-related 8-Ks, implying standard executive arrangements rather than bespoke contracts .