Independent
Tenure on this board
0.4 yrs
15 nominees · 5 ballot items.
Elect 15 directors; approve the 2026 Omnibus Plan; advisory approval of named executive officers’ compensation (Say on Pay); advisory vote on frequency of Say on Pay (recommend annually); ratify KPMG as independent auditor for 2026.
Elect 15 persons to serve as directors for a one-year term or until successors are elected and qualified.
Approve the 2026 Omnibus Plan authorizing issuance of up to 2,800,000 new shares plus certain share pools transferred from prior plans for equity compensation to employees and directors.
The 2026 Plan request asks shareholders to approve an equity authorization of 2,800,000 new shares plus carryforward from prior plans to create a combined pool for post‑Merger equity awards intended to support integration and talent retention. Management seeks approval to consolidate Legacy Pinnacle and Synovus prior plans and establish modern governance features — minimum vesting, limits on director award values, no evergreen replenishment, no repricing without shareholder approval, and no dividend equivalents on unvested awards — to align executive and employee incentives with shareholder value. The board frames the Plan as necessary to recruit and retain revenue‑generating employees across the combined footprint, to maintain an equity‑heavy compensation philosophy, and to ensure long‑term alignment with shareholders as the combined company executes integration. Key contextual points include historical burn‑rate and overhang metrics drawn from the prior plans, a target share pool modeled to last roughly four years, and specific design provisions (e.g., forfeiture, anti‑liberal share counting) intended to reduce dilution and governance risks. The board recommends approval, noting the Plan’s alignment to compensation governance practices and the strategic needs arising from the Merger.
Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy (CD&A, tables, and narrative).
This advisory proposal asks shareholders to endorse, on a non‑binding basis, the disclosed executive pay practices and decisions for the named executive officers across Legacy Pinnacle and Synovus for 2025. Management emphasizes a pay‑for‑performance framework (‘Win Together, Lose Together’), equity‑heavy incentive structures, stock ownership and retention requirements, clawback policies, and governance features such as independent committee oversight and consultant reviews. The board notes that the CHCC uses market data and peer benchmarking, balances short‑ and long‑term incentives, applies performance metrics (e.g., ROATCE, TBV accretion, FDEPS), and took actions during the Merger to align awards. A 'for' vote signals shareholder support; the committee will consider the vote outcome when setting future pay.
Advisory, non-binding vote to choose whether to hold future Say on Pay votes every one, two, or three years; the board recommends one year.
The proposal asks shareholders to indicate their preferred frequency (1, 2, or 3 years) for the non‑binding advisory vote on executive compensation. The Board recommends annual votes (1 year), arguing this provides shareholders consistent annual feedback and aligns with annual compensation disclosures. While advisory and non‑binding, the Board and CHCC will consider the outcome when setting the cadence but retain discretion. The recommendation for annual votes reflects a governance preference for frequent shareholder engagement and responsiveness.
Ratify KPMG LLP as the Company’s independent auditor for the year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 5.4% | 8,106,632 | $698M |
| 2 | BlackRock, Inc. | 5.3% | 8,001,299 | $689M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 6,996,576 | $603M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 6,767,814 | $583M |
| 5 | STATE STREET CORP | 3.9% | 5,892,132 | $508M |
| 6 | FMR LLC | 3.6% | 5,504,982 | $474M |
| 7 | BlackRock, Inc. | 3.3% | 4,957,458 | $427M |
| 8 | T. Rowe Price Investment Management, Inc. | 3.3% | 4,952,905 | $427M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.1% | 4,662,981 | $402M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.6% | 3,953,182 | $336M |
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