Tim Bentsen
SYNOVUS FINANCIALAbout Tim E. Bentsen
Tim E. Bentsen (age 71) has served on Synovus Financial Corp.’s board since 2014. He is a retired KPMG audit partner and practice leader (retired 2012) with 40 years as a CPA, and currently serves as Synovus’ Lead Independent Director and Chair of the Compensation and Human Capital Committee (CHCC) . He holds a BBA from Texas Tech University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; Southeast Area Managing Partner; Atlanta Office Managing Partner | 37 years; retired 2012 | Led major financial services audits; national operations committee; audit committee governance speaker . |
| CatchMark Timber Trust, Inc. (public) | Director; Audit Committee Chair; Finance Committee member | Prior service (ended before CatchMark’s 2022 sale) | Chaired audit; finance oversight . |
| Ridgeworth Funds (mutual fund complex) | Trustee; Audit Committee member | Prior service | Audit oversight for mutual funds . |
| Krispy Kreme Doughnuts, Inc. (public) | Director | Prior service; before company went private | Board service . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACD (Atlanta Chapter) | Board of Directors (member) | Prior service | Corporate governance leadership . |
Board Governance
- Lead Independent Director; co-signs shareholder letter and presides over executive sessions of independent directors; leads agenda setting, crisis leadership, and shareholder engagement as defined in Synovus’ guidelines .
- Committee assignments (2025 slate): Audit Committee (member); CHCC (Chair); Executive Committee (member) .
- Independence: Board affirmed Bentsen is independent (NYSE standards) as of Jan 1, 2025; relationships reviewed and deemed immaterial .
- Attendance: Board met 12 times in 2024; all directors attended ≥75% of meetings; average attendance 96% .
- Audit expertise: All six Audit Committee members are “audit committee financial experts” under SEC rules .
- CHCC interlocks: None—no Synovus executives served on boards/compensation committees of entities with interlocks, and CHCC members (including Bentsen) were not employees .
- Compensation consultant: CHCC retained Meridian Compensation Partners; CHCC assessed no conflicts of interest .
- Governance policies: Prohibit hedging, pledging, and short sales by directors and officers; majority voting; annual director elections; mandatory retirement by later of age 72 or 7 years of service (not beyond 75) .
Fixed Compensation
| Component (2024) | Amount (USD) | Basis |
|---|---|---|
| Annual director cash retainer | $75,000 | Standard non-management director retainer . |
| Audit Committee member retainer | $15,000 | Additional for Audit Committee members . |
| CHCC member retainer | $12,500 | Additional for CHCC members . |
| CHCC chair retainer | $17,500 | Additional for CHCC chair . |
| Lead Director retainer | $40,000 | Additional for Lead Director role . |
| Total cash fees (Bentsen) | $160,000 | Sum of components above . |
| “All other compensation” (Director Stock Purchase Plan contributions) | $1,500 | Company matching contributions under Director Stock Purchase Plan . |
Director total compensation (2024): $271,500 (fees $160,000; stock awards $110,000; other $1,500) .
Performance Compensation
| Equity Grant | Grant Date | Number of RSUs | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual director RSUs (all non-management directors) | Apr 23, 2024 | 2,988 | $110,000 | Fully vests upon earlier of 3 years of service from grant or mandatory retirement . |
- Directors may elect to defer equity under the Directors’ Deferred Compensation Plan (payable in stock) .
- CHCC oversight metrics for executive pay (context for governance of pay-for-performance):
- Annual incentive: Adjusted EPS (50%), Adjusted ROAA (25%), Strategic/Individual objectives (25%); payout 0–175% of target .
- Long-term PSUs: 60% of grant; 3-year vest; metrics: adjusted ROATCE and relative TSR; payout 0–150% of target .
- RSUs: 40% of grant; time-based vesting over 3 years .
- Clawbacks and risk-based forfeiture apply; CHCC reviews risk alignment annually .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Committee |
|---|---|---|---|
| CatchMark Timber Trust, Inc. | Prior | Director | Audit Chair; Finance Committee . |
| Ridgeworth Funds | Prior | Trustee | Audit Committee . |
| Krispy Kreme Doughnuts, Inc. | Prior | Director | — . |
No CHCC interlocks with Synovus executives; none noted for Bentsen in 2024 .
Expertise & Qualifications
- CPA with 40 years of practice; extensive experience auditing banks and financial services; leadership roles at KPMG; deep corporate governance, risk management, and financial acumen .
- Designated audit committee financial expertise by virtue of Audit Committee composition .
Equity Ownership
| Metric (as of Jan 31, 2025) | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 27,570 | Includes 3,503 shares in an IRA . |
| RSUs held | 9,638 | Not deliverable within 60 days; includes dividend equivalents . |
| Total shares and RSUs (alignment view) | 37,208 | Sum of common plus RSUs . |
| Ownership % of outstanding shares | <1% | Per proxy table . |
| Preferred shares held | 8,000 (Series D) | Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred, Series D . |
| Ownership guideline | 5x annual retainer; 1x within 3 years | All directors in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging, pledging, short sales . |
Say-on-Pay & Shareholder Voting Signals
| Item | 2024 | 2025 |
|---|---|---|
| Director election—Votes for Tim Bentsen | 111,125,424 | 110,046,059 |
| Director election—Votes against Tim Bentsen | 2,421,756 | 1,931,413 |
| Say-on-Pay approval (votes for) | 110,736,998 | 109,526,845 |
| Say-on-Pay approval (%) context | >97% in 2024 advisory vote for 2023 comp | Approved in 2025 |
Compensation Structure Analysis (Director)
| Year | Fees Earned (USD) | Stock Awards (USD) | All Other (USD) | Total (USD) |
|---|---|---|---|---|
| 2020 | $105,000 | $85,000 | $3,000 | $193,000 |
| 2021 | $125,000 | $100,000 | $3,000 | $228,000 |
| 2022 | $155,000 | $105,000 | $750 | $260,750 |
| 2024 | $160,000 | $110,000 | $1,500 | $271,500 |
- Mix shifts modestly toward equity over time (stock awards up from $85k in 2020 to $110k in 2024) .
- Guaranteed (cash) increases track added responsibilities (Lead Director and CHCC Chair) .
- No performance-based equity for directors; RSUs vest time-based, aligning with long-term ownership .
Related Party Transactions & Conflicts
- Policy for related party transactions administered by Corporate Governance & Nominating Committee; reviews terms vs third-party comparables; certain categories pre-approved (e.g., standard banking relationships) .
- No Bentsen-specific related party transactions disclosed in 2024–2025 proxies. Board independence assessments deemed relationships immaterial .
- KPMG has been Synovus’ auditor since 1975; Audit Committee annually reviews independence; Bentsen’s prior KPMG career could present a perceived independence optic, but the Audit Committee concluded KPMG is independent and no conflicts were identified .
Governance Assessment
-
Strengths:
- Lead Independent Director with explicit duties and active role in executive sessions and shareholder engagement .
- Deep audit and financial expertise; Audit Committee composed entirely of SEC-defined “financial experts” .
- High shareholder support in director elections and Say-on-Pay; CHCC retains independent consultant with no conflicts .
- Strong ownership alignment: RSU program, director stock purchase plan, and compliance with 5x retainer guidelines .
-
Watch items:
- Preferred stock holdings (8,000 shares of Series D) are modest but worth monitoring for any voting or economic preference discussions .
- Committee workload concentration (Lead Director + CHCC Chair + Audit member) increases influence—ensure robust rotation and evaluations continue .
-
RED FLAGS:
- Potential perceived auditor interlock: Former KPMG partner while KPMG is current auditor; mitigated by Audit Committee independence reviews and long-standing auditor independence conclusions .
Overall signal: Bentsen’s governance profile supports investor confidence—independence affirmed, strong attendance, clear committee leadership, and high shareholder support, with one optics-related flag (KPMG legacy) addressed through formal independence controls .