Four longtime Synovus Financial Corp. board members from Columbus are stepping down this spring, making way for two non-Columbus executives as the banking firm battles back from a financial abyss.
Columbus-based Synovus said Monday that Daniel P. Amos, Gardiner W. Garrard Jr., Elizabeth C. Ogie and William B. “Brad” Turner Jr. will not seek re-election to the company’s board at its annual meeting April 22 at the RiverCenter for the Performing Arts.
Being nominated in their place are Joseph J. Prochaska Jr., a former MetLife executive, and Catherine A. Allen, head of the consulting firm The Sante Fe Group.
“On behalf of the company and the entire board, I would like to thank Dan, Gardiner, Elizabeth and Brad for their long-time service, important contributions and commitment to Synovus,” Richard Anthony, Synovus board chairman, said in a statement.
Both Anthony and Kessel Stelling, Synovus president and chief executive officer, welcomed Prochaska and Allen to the board, pending their election to it.
“Their impressive business and industry experience will further diversify our board and provide additional expertise and oversight as we continue to execute our long-term strategy,” Stelling said in a statement. “Our priorities continue to be returning Synovus to profitability and pursuing growth opportunities throughout our footprint.”
Synovus, which dates to 1888 and is parent company of Columbus Bank and Trust Co., operates banks in Georgia, Alabama, Florida, South Carolina and Tennessee. It oversees more than $30 billion in assets.
The company, like many other banks across the U.S., has suffered financially from loan losses and the impact of the Great Recession, which ended in the summer of 2009. Synovus has reported 10 straight quarterly losses, with loan chargeoffs nearing $3 billion. It also has cut its work force sharply, eliminating more than 2,000 jobs since 2008. It will have just under 5,300 people on its payroll when the latest cuts are completed in the coming weeks.
Amos, Garrard, Ogie and Turner are among 18 directors on the Synovus board, which essentially serves as an advisory panel for the company when it makes critical decisions on strategy, financial matters and other issues.
Amos is chairman and CEO of supplemental insurer Aflac Inc., while Garrard is chairman of The Jordan Company, a real-estate firm. Ogie is a private investor, while Turner is a retired W.C. Bradley Co. executive. They all are from Columbus.
The board is comprised of four primary committees -- executive, audit, compensation, and corporate governance and nominating. The board met 14 times last year, with directors attending at least 75 percent of board and committee meetings, according to Synovus’ proxy filing Monday with the U.S. Securities and Exchange Commission.
Having someone serve on the board of directors comes at a price for Synovus, however. For instance, Amos earned total compensation of $57,500 for his time last year, according to the filing, with Garrard picking up $63,600, Ogie taking home $53,200 and Turner pocketing $50,000. Turner has been on the board since 2003, Ogie since 1993, Garrard since 1972 and Amos for two periods -- 1991 to 1998 and 2001 to present.
Retired chairman and CEO Jim Blanchard, on the board since 1972, was the highest-compensated director in 2010, earning $188,714, a sum that included office space and administrative assistance. He was followed by retired chairman Jimmy Yancey, who was paid $101,100 and became a director in 1978. The lowest-paid member was Phil Tomlinson, chairman and CEO of Columbus-based credit-card processing firm TSYS, a former Synovus subsidiary that was spun off from the parent firm at the end of 2007. He picked up $40,000, the basic annual retainer for a director.
“By paying directors an annual retainer, Synovus compensates each director for his or her role and judgment as an advisor to Synovus, rather than for his or her attendance or effort at individual meetings,” the proxy filing states. “In so doing, directors with added responsibility are recognized with higher cash compensation.”
Trimming board numbers
Synovus bylaws mandate its board cannot be comprised of fewer than eight people and no more than 25. It is now reducing the number from 18 to 16, according to the proxy filing. It did not specify why the board is shrinking. Attempts to reach Anthony and Stelling for comment Monday were not successful.
The change in board members at Synovus comes with the Financial Times of London reporting last week that the regional bank has contacted investment bankers for advice, including the possible sale of the company. Stelling, in previous interviews with the Ledger-Enquirer, has said the company is focused on turning a profit, not being acquired.
Synovus shares (Ticker: SNV) slipped a penny, or 0.3 percent, to $2.55 in trading Monday on the New York Stock Exchange. The stock’s 52-week trading range is $1.94 to $3.92 per share. Its market value is $2 billion.
UP FOR ELECTION
Here are the individuals who will be up for election or re-election to the Synovus Financial Corp. board of directors at its April 27 annual meeting in Columbus. It shows their name, age, year first elected and primary occupation:
Catherine A. Allen, 64, n/a, chairman and chief executive officer, The Santa Fe Group
Richard E. Anthony, 64, 1993, chairman of the board, Synovus Financial Corp.; retired CEO, Synovus
James H. Blanchard, 69, 1972, retired chairman and CEO, Synovus
Richard Y. Bradley, 72, 1991, partner with Bradley & Hatcher
Frank W. Brumley, 70, 2004, chairman and CEO, Daniel Island Co.
Elizabeth W. Camp, 59, 2003, president and CEO, DF Management Inc.
T. Michael Goodrich, 65, 2004, retired chairman and CEO, BE&K Inc.
V. Nathaniel Hansford, 67, 1985, retired president, North Georgia College and State University
Mason H. Lampton, 63, 1993, chairman, Standard Concrete Products
H. Lynn Page, 70, 1978, retired vice chairman, Synovus
Joseph J. Prochaska Jr., 60, n/a, retired executive vice president and chief accounting officer, MetLife Inc.
J. Neal Purcell, 69, 2003, retired vice chairman, KPMG LLP
Kessel D. Stelling, 54, 2010, president and CEO, Synovus
Melvin T. Stith, 64, 1998, dean of Martin J. Whitman School of Management, Syracuse University
Philip W. Tomlinson, 64, 2008, chairman and CEO, Total System Services Inc. (TSYS)
James D. Yancey, 69, 1978, chairman, Columbus Bank and Trust Co.; retired chairman, Synovus