Thomas Dierdorff
SYNOVUS FINANCIALAbout Thomas Dierdorff
Thomas T. Dierdorff, age 57, serves as Executive Vice President and Head of Corporate and Investment Banking at Synovus, joining in November 2021; he has 30+ years in financial services across corporate and investment banking roles at Regions, SunTrust Robinson Humphrey, and Wachovia Securities . Company performance highlights relevant to incentive metrics: Synovus delivered a 41% total shareholder return in 2024 (highest in the KBW Nasdaq Regional Bank Index), with annual incentive metrics centered on adjusted EPS and adjusted ROAA, and long-term PSUs tied to adjusted ROATCE and relative TSR . Non-interest revenue trended as shown below, reflecting portfolio repositioning impacts in 2024 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-interest Revenue ($USD) | $409.336M * | $404.010M * | $239.604M * |
*Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regions Bank / Regions Securities | EVP, Managing Director, Financial Services Group Head | ~2014–2021 | Led FI coverage, expanded advisory and capital markets for financial institutions |
| SunTrust Robinson Humphrey | Led Insurance Corporate & Investment Banking | Prior to Regions | Built insurance CIB practice, sector specialization |
| Wachovia Securities (and predecessors) | Financial Institutions Investment Banking | Prior to SunTrust RH | FI origination/execution, platform experience |
External Roles
- None disclosed specific to Dierdorff in the proxy filings .
Fixed Compensation
- Individual base salary and cash compensation for Mr. Dierdorff are not disclosed as he was not a named executive officer in the Summary Compensation Table .
- Company framework: base pay targeted around market median with CHCC oversight; NEO base salaries reviewed annually (CEO increased 5% in 2024; other NEO salaries unchanged) .
Performance Compensation
| Plan Element | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (AIP) | Adjusted EPS | 50% | Not disclosed | 2024 results above max goals; NEO payouts 150–173% of target (CEO 160%) | Cash, annual |
| Annual Incentive (AIP) | Adjusted ROAA | 25% | Not disclosed | Above max goals | Cash, annual |
| Annual Incentive (AIP) | Strategic & Individual Objectives | 25% | Not disclosed | Above target | Cash, annual |
| PSUs (2024 grants) | Adjusted ROATCE | Part of PSU | Not disclosed | Payout range 0–150% based on 3-year performance | 100% after 3 years |
| PSUs (2024 grants) | Relative TSR (KBW Regional Bank Index peers) | Part of PSU | 25th/50th/75th percentile grid | 0–150% payout; 2022–2024 cohort achieved 141% TSR component, overall 144% of target | 100% after 3 years |
| RSUs | Time-based | n/a | n/a | n/a | 1/3 per year over 3 years; stock- or cash-settled depending on guideline status |
Notes:
- Individual grant sizes/dates for Mr. Dierdorff not disclosed. Company made 2024 grants to NEOs on 2/15/24; no stock options granted to NEOs in 2024 .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; other named executive officers 3x; executives must retain 75% of net shares until in compliance; CEO must hold 50% of net shares until retirement after meeting guideline .
- Anti-hedging and anti-pledging: directors and executive officers are prohibited from hedging and pledging Synovus stock .
- Clawbacks: Mandatory clawback (restatements) and discretionary clawback (materially inaccurate metrics or material risk failures) administered by CHCC .
- Beneficial ownership for Mr. Dierdorff not disclosed; NEO/director holdings are tabulated separately .
Employment Terms
- Appointment: Joined Synovus in November 2021 as EVP and Head of Corporate & Investment Banking .
- Employment agreements: Company indicates limited employment contracts; executives generally do not have employment agreements; change-of-control agreements apply to named executive officers with double-trigger (2x–3x base plus bonus, benefits continuation, and accelerated vesting at target) — not disclosed for Mr. Dierdorff specifically .
- Non-compete/non-solicit: Not disclosed in proxies for Mr. Dierdorff .
Compensation Peer Group (Benchmarking)
| Peer Banks Used by CHCC (2024 evaluations) |
|---|
| BOK Financial; BankUnited; Cadence; Comerica; Cullen/Frost; First Horizon; FNB; Hancock Whitney; New York Community (Flagstaff); Pinnacle Financial; Popular; Regions Financial; SouthState; Webster Financial; Western Alliance; Zions |
Say-on-Pay & Governance Signals
- Say-on-pay approval: Over 97% support for NEO compensation at 2024 meeting (covering 2023 pay) and again referenced in 2025 proxy for 2024 pay .
- CHCC retains Meridian Compensation Partners; strong governance features: pay-for-performance, no option repricing, clawbacks, stock ownership requirements .
Track Record and Performance Context
| PSU Cohort (Company-wide) | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| 2022–2024 PSU | TSR 25th pct | 50th pct | 75th pct | TSR 70th pct | 141% TSR component |
| 2022–2024 PSU | ROATCE (as adjusted) | 10.2% | 15.2% | 17.2% | 17.1% weighted |
- 2024 Company highlights used in incentives: CET1 10.84% (+62 bps), efficiency improvements, risk-weighted asset optimization and investment securities repositioning; adjusted EPS increased YoY; TSR leadership vs peers .
Investment Implications
- Alignment: While individual pay data for Mr. Dierdorff is not disclosed, Synovus’ executive program is heavily performance-based with AIP tied to adjusted EPS/ROAA and PSUs tied to adjusted ROATCE/relative TSR; RSU time-based vesting promotes retention . The 2022–2024 PSU cohort paid 144% of target, signaling strong execution against capital-adjusted returns and relative TSR benchmarks .
- Retention risk: Mandatory 3-year PSU vesting, RSU vesting, ownership guidelines, and anti-hedge/pledge policies reduce short-term selling pressure and reinforce long-term alignment; clawback frameworks add discipline .
- CIB growth lever: Dierdorff’s FI-focused CIB leadership and prior sector-specific experience support Synovus’ strategic push into corporate and investment banking and specialty verticals highlighted in strategic plans, tying his execution to metrics embedded in incentives (ROATCE/TSR) .
Key data gaps: Mr. Dierdorff’s specific base salary, bonus, grant sizes/dates, and beneficial ownership are not disclosed in the DEF 14A; change-of-control terms are disclosed for named executive officers only .