This excerpt taken from the SNV DEF 14A filed Mar 21, 2005.
ON EXECUTIVE COMPENSATION
The Compensation Committee (Committee) of Synovus is responsible for the oversight and administration of the Synovus executive compensation program. The Committees charter reflects these responsibilities. To fulfill its responsibilities, the Committee meets at scheduled times during the year, and also takes action by written consent. The Chairman of the Committee reports on Committee actions at meetings of the Synovus Board of Directors. Under its charter, the Committee has the authority to retain outside advisors to assist the Committee in fulfilling its responsibilities. In this regard, the Committee has directly engaged an outside compensation consultant to assist the Committee in its review of the compensation for Synovus executive officers.
Overall Compensation Philosophy
The Committees overall compensation philosophy is that a substantial portion (though not necessarily a majority) of an executives compensation should be at risk and vary with the performance of Synovus. Both the short-term and long-term performance of Synovus directly affect executive compensation each executives annual bonus and retirement plan contributions vary with Synovus short-term performance and each executives long-term incentive awards vary with Synovus long-term performance. The Committee believes that the Synovus executive compensation program has a higher proportion of total compensation at risk based upon performance than the executive compensation programs at our competitor companies. The Committee believes that its at risk philosophy effectively aligns the executive compensation program with the interests of shareholders.
Primary Components of Executive Compensation
The primary components of the Synovus executive compensation program are:
Each of these primary components is discussed below in detail.