Exhibit 99.2
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 any part of the most recently completed fiscal year that was a TARP period, 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 any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Synovus and has identified any features of the employee compensation plans that pose risks to Synovus and has 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 any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Synovus to enhance the compensation of an employee and has limited any such 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 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 any part of the most recently completed fiscal year that was a TARP period; |
| |
| (viii) | Synovus has limited bonus payments is applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period; |
| |
| (ix) | Synovus and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required 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 any part of the most recently completed fiscal year that was a TARP period; |
| |
| (xi) | Synovus will disclose the amount, nature, and justification for the offering during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any 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 any part of the most recently completed fiscal year that was a TARP period, 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 any part of the most recently completed fiscal year that was a TARP period; |
| |
| (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) | Synovus has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; 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. |
February 22, 2012 /s/ Thomas J. Prescott
Date Thomas J. Prescott
EVP and Chief Financial Officer
2012 SEOs
Kessel D. Stelling, Jr. Chairman and CEO Synovus Bank
Thomas J. Prescott EVP, Chief Financial Officer Synovus Bank
Samuel F. Hatcher EVP, General Counsel/Secretary Synovus Bank
Roy Dallis Copeland, Jr. EVP, Chief Banking Officer Synovus Bank
Mark G. Holladay EVP, Chief Risk Officer Synovus Bank
2012 TWENTY MOST HIGHLY COMPENSATED EMPLOYEES
Name Title Employer
Robert W. Law President Synovus Securities, Inc.
Richard V. Botthof Bond Trader Synovus Securities, Inc.
Guy Leonard Sexton Financial Services Manager III Synovus Bank
Michael J. Wienckowski Institutional Sales Broker Synovus Securities, Inc.
Donald D. Howard Regional CEO Synovus Bank
Jeffrey Barton Singleton EVP, Financial Management Svcs Synovus Bank
Michael L. Padalino President Synovus Mortgage Corp.
Ronald Allen Wood Pvt Client Fin Consultant Synovus Bank
Christopher D. Holstein Managing Director Synovus Trust Co. (FAM)
Allen T. Curry Financial Consultant Synovus Bank
Nelson S. Bean Regional CEO Synovus Bank
Ashley Valentini Area Sales Leader Synovus Mortgage Corp.
Charles W. Garnett Regional CEO Synovus Bank
D. Wayne Akins, Jr. Chief Community Banking Officer Synovus Bank
Phillip G. Abshier Financial Consultant Synovus Securities, Inc.
Curtis J. Perry Chief Commercial Officer Synovus Bank
Leila S. Carr Sr. Grp. Exec., Bus. Intelligence Synovus Bank
Kevin J. Howard Chief Credit Officer Synovus Bank
Walter Shields Sr. Director, Loan Review Synovus Bank
Allen Gula Chief Operations Officer Synovus Bank
