SYNOVUS FINANCIAL CORP - FORM 10-K - EX-99.3 - March 1, 2010

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10-K - FORM 10-K - SYNOVUS FINANCIAL CORPg22186e10vk.htm
EX-12 - EX-12 - SYNOVUS FINANCIAL CORPg22186exv12.htm
EX-32 - EX-32 - SYNOVUS FINANCIAL CORPg22186exv32.htm
EX-31.2 - EX-31.2 - SYNOVUS FINANCIAL CORPg22186exv31w2.htm
EX-99.2 - EX-99.2 - SYNOVUS FINANCIAL CORPg22186exv99w2.htm
EX-23.1 - EX-23.1 - SYNOVUS FINANCIAL CORPg22186exv23w1.htm
EX-31.1 - EX-31.1 - SYNOVUS FINANCIAL CORPg22186exv31w1.htm
EX-10.9 - EX-10.9 - SYNOVUS FINANCIAL CORPg22186exv10w9.htm
EX-99.1 - EX-99.1 - SYNOVUS FINANCIAL CORPg22186exv99w1.htm
EX-10.39 - EX-10.39 - SYNOVUS FINANCIAL CORPg22186exv10w39.htm
EX-21.1 - EX-21.1 - SYNOVUS FINANCIAL CORPg22186exv21w1.htm
EX-10.37 - EX-10.37 - SYNOVUS FINANCIAL CORPg22186exv10w37.htm
Exhibit 99.3
TARP CERTIFICATION
I, Thomas J. Prescott, certify, based on my knowledge, that:
  (i)   The compensation committee of Synovus Financial Corp. (“Synovus”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Synovus;
 
  (ii)   The compensation committee of Synovus has identified and limited during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date, the features in the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus and identified any features in the employee compensation plans that pose risks to Synovus and limited those features to ensure that Synovus is not unnecessarily exposed to risks;
 
  (iii)   The compensation committee has reviewed at least every six months during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date, the terms of each employee compensation plan and identified the features in the plan that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee and has limited these features;
 
  (iv)   The compensation committee of Synovus will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;
 
  (v)   The compensation committee of Synovus will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in
  (A)   SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus;
 
  (B)   Employee compensation plans that unnecessarily expose Synovus to risks; and
 
  (C)   Employee compensation plans that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee;
  (vi)   Synovus has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), of the SEOs or twenty next most highly compensated compensated employees be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial documents or any other materially inaccurate performance metric criteria;

 

 

  (vii)   Synovus has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date;
 
  (viii)   Synovus has limited bonus payments to is applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date;
 
  (ix)   The board of directors of Synovus has established an excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, has provided this policy to Treasury and its primary regulatory agency, and Synovus and its employees have complied with the policy during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date during any part, and that any expenses requiring approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility, were properly approved;
 
  (x)   Synovus will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date;
 
  (xi)   Synovus will disclose the amount, nature, and justification for the offering during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for each employee subject to the bonus payment limitations identified in paragraph (viii);
 
  (xii)   Synovus will disclose whether Synovus, the board of directors of Synovus, or the compensation committee of Synovus has engaged during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
 
  (xiii)   Synovus has prohibited payments of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the period beginning on the later of the closing date of the agreement between Synovus and Treasury or June 15, 2009 and ending with the last day of Synovus’ fiscal year containing that date;

 

 

  (xiv)   Synovus has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Synovus and Treasury, including any amendments;
 
  (xv)   The following employees are the SEOs and the twenty most highly compensated employees for the current fiscal year and the most recently completed fiscal year, with the non-SEOs ranked in order of level of annual compensation starting with the greatest amount:
              2009 SEOs
         
Name   Title   Employer
Richard E. Anthony
  Chairman and CEO   Synovus Financial Corp. *
Elizabeth Roberts James
  Vice Chairman of SFC   Synovus Financial Corp.
Thomas J. Prescott
  EVP, Chief Financial Officer   Synovus Financial Corp.
Mark G. Holladay
  EVP, Chief Risk Officer   Synovus Financial Corp.
Samuel F. Hatcher
  EVP, General Counsel/Secretary   Synovus Financial Corp.
 
*   Most highly compensated SEO
              2009 TWENTY MOST HIGHLY COMPENSATED EMPLOYEES
         
Name   Title   Employer
Guy Leonard Sexton
  Financial Consultant I   Columbus Bank & Trust Company
Stephen A. Melton
  Regional CEO   Synovus Financial Corp.
Donald D. Howard
  Regional CEO   Synovus Financial Corp.
William H. Roach
  President   Globalt, Inc.
Frederick D. Jefferson
  Regional CEO   Synovus Financial Corp.
Richard V. Botthof
  Bond Trader   Synovus Securities, Inc.
Ronald Allen Wood
  Pvt Client Fin Consultant   First Comm Bank- Huntsville
Daniel L. Bass
  Institutional Sales Broker   Synovus Securities, Inc.
Allan Patrick Causey
  Investment Banker   Synovus Securities, Inc.
William Luther Taylor
  Regional CEO   Synovus Financial Corp.
James Thomas Dorwaldt
  Derivative Manager   Synovus Securities, Inc.
Charles W. Garnett
  Regional CEO   Synovus Financial Corp.
Joel Michael Cochran
  Investment Banker   Synovus Securities, Inc.
Danny L. Summers
  Investment Banker   Synovus Securities, Inc.
Robert W. Law
  President   Creative Financial Group
Michael J. Wienckowski
  Institutional Sales Broker   Synovus Securities, Inc.
Jeffery B. Singleton
  EVP, Synovus Financial Mgmt Svcs   Synovus Financial Corp.
Michael Padalino
  President/CEO   Synovus Mortgage Corp.
Luther Rutledge
  Financial Consultant   Columbus Bank & Trust Company
Brian O’Neill
  Financial Consultant   Creative Financial Group

 

 

         
2010 SEOs
        
 
        
Richard E. Anthony
  Chairman and CEO   Synovus Financial Corp.*
Elizabeth Roberts James
  Vice Chairman SFC   Synovus Financial Corp.
Thomas J. Prescott
  EVP, Chief Financial Officer   Synovus Financial Corp.
Mark G. Holladay
  EVP, Chief Risk Officer   Synovus Financial Corp.
Samuel F. Hatcher
  EVP, General Counsel/Secretary   Synovus Financial Corp.
 
*   Most highly compensated SEO
              2010 TWENTY MOST HIGHLY COMPENSATED EMPLOYEES
         
Name   Title   Employer
Richard V. Botthof
  Bond Trader   Synovus Securities, Inc.
Robert W. Law
  President   Creative Financial Group
Michael J. Wienckowski
  Institutional Sales Broker   Synovus Securities, Inc.
Ashley Valentini
  Area Sales Leader   Synovus Mortgage Corp.
Guy Leonard Sexton
  Financial Services Manager III   Columbus Bank & Trust Company
Ronald Allen Wood
  Pvt Client Fin Consultant   First Commercial Bank — Huntsville
James Thomas Wall, Jr.
  Mnging Director, Ins Sales & Trding   Synovus Securities, Inc.
John Andrews
  Production Admn Manager   Synovus Mortgage Corp.
Linda Gail Perrigoue
  Institutional Sales Broker   Synovus Securities, Inc.
Robert Chester Dillon
  Institutional Sales Broker   Synovus Securities, Inc.
Donald D. Howard
  Regional CEO   Synovus Financial Corp.
Julius D. Matheson
  Institutional Sales Broker   Synovus Securities, Inc.
Stephen A. Melton
  Regional CEO   Synovus Financial Corp.
Roy Dallis Copeland, Jr.
  Chief Commercial Bank Officer   Synovus Financial Corp.
Kessel D. Stelling
  Regional CEO   Synovus Financial Corp.
William H. Roach
  President   Globalt, Inc.
Calvin Smyre
  EVP, Corporate Affairs   Synovus Financial Corp.
Gregory S. Paulette
  President, GCM   Globalt, Inc.
Frederick D. Jefferson
  Regional CEO   Synovus Financial Corp.
Jeffery Barton Singleton
  EVP, Synovus Financial Mgmt Svcs   Synovus Financial Corp.; and
  (xvi)   I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.
         
March 1, 2010
  /s/ Thomas J. Prescott    
 
       
Date
  Thomas J. Prescott    
 
  Executive Vice President and Chief Financial Officer    

 

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