The pending sale of Synovus Financial in Columbus, Ga., to Pinnacle Financial Partners in Nashville, Tenn., includes a series of high-stakes compensation arrangements for the team that will lead the newly combined company.
The $54.8 billion-asset Pinnacle announced last week that it would pay $8.6 billion in stock for the $61 billion-asset Synovus in a deal expected to close in the first quarter.
Terry Turner, Pinnacle’s chairman and CEO, will serve as non-executive chairman for two years after the deal’s closing before becoming a special adviser for another two years. In exchange, he will receive change-in-control severance and a pro-rated annual bonus.
Turner will also be paid a $22.8 million noncompete fee, with a potential clawback of up to 75% if he violates its terms. He is also in line to receive an $8.5 million success and continuity award, payable 26 months after closing, $500,000 annual compensation, unlimited personal use of the company’s aircraft (subject to an agreed reimbursement rate), and continued office space and administrative support.
It would take a supermajority board vote to remove Turner during the initial two-year term. If terminated early, he is entitled to all remaining compensation outlined in the agreement.
Robert McCabe, who co-founded Pinnacle, will serve as vice chairman and chief banking officer for a year after the deal closes. McCabe, who will then become a consultant for three years, will receive change-in-control severance and a pro-rated bonus, along with full vesting of equity awards at maximum performance.
McCabe’s compensation includes an $8.1 million noncompete payment, $5.9 million in total cash compensation for his first year, and a $400,000 consulting fee for each of the next three years. He will receive up to $100,000 in personal aircraft use during his first year, plus office and administrative support throughout his entire term.
Kevin Blair, Synovus’ CEO, will become the combined company’s president and CEO, eventually adding chairman duties after Turner steps down. During his initial employment period, Blair will receive an annual base salary of $1.15 million, a target bonus equal to 170% of that salary, and annual long-term incentive awards with a target value of $5.8 million.
Jamie Gregory, Synovus’ chief financial officer, will remain in that role. He will earn a $675,000 base salary, be eligible for a target bonus equal to 120% of that salary, and receive annual long-term incentive awards with a target value of $1.8 million. He will also receive benefits equal to or better than his current package.
It would take a supermajority board vote to remove Turner, McCabe, Blair, or Gregory.
The disclosures were made in regulatory filings submitted late Friday by each company.