XML 41 R24.htm IDEA: XBRL DOCUMENT v3.22.0.1
Share-based Compensation and Other Employment Benefit Plans
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Share-based Compensation and Other Employment Benefit Plans
Note 15 - Share-based Compensation and Other Employment Benefit Plans
General Description of Share-based Plans
Synovus has a long-term incentive plan under which the Compensation and Human Capital Committee of the Board of Directors has the authority to grant share-based awards to Synovus employees. The 2021 Omnibus Plan authorized 5.8 million common share equivalents available for grants. The Plan permits grants of share-based compensation including stock options, restricted share units, market restricted share units, and performance share units. The grants generally include vesting periods of three years. The restricted share units and the market restricted share units contain a service-based vesting period of three years with most awards vesting pro-rata over three years. Restricted share units are primarily equity-based but can be cash settled as well. When cash settled awards are granted, they are classified as a liability and revalued quarterly. As further discussed below, market restricted share units and performance share units are granted at a defined target level and are compared annually to required market and performance metrics to determine actual units vested and for performance share units, compensation expense. Synovus has historically issued new shares to satisfy share option exercises and share unit conversions. Dividend equivalents are paid on outstanding restricted share units, market restricted share units, and performance share units in the form of additional restricted share units that vest over the same vesting period or the vesting period left on the original restricted share unit grant. Any restricted share units that are forfeited and options that expire unexercised will again become available for issuance under the 2021 Omnibus Plan. At December 31, 2021, Synovus had a total of 5.8 million common share equivalents of its authorized but unissued common stock reserved for future grants under the 2021 Omnibus Plan.
Share-based Compensation Expense
Total share-based compensation expense recognized for 2021, 2020, and 2019 is presented in the following table by its classification within total non-interest expense.
Years Ended December 31,
(in thousands)202120202019
Salaries and other personnel expense$26,957 $17,827 $19,618 
Merger-related expense— — 4,219 
Other operating expense838 814 650 
Total share-based compensation expense included in non-interest expense$27,795 $18,641 $24,487 
The total income tax benefit recognized on the consolidated statements of income related to share-based compensation expense was $7.0 million, $4.8 million, and $6.3 million for 2021, 2020, and 2019, respectively. No share-based compensation costs have been capitalized for the years ended December 31, 2021, 2020, and 2019. As of December 31, 2021, total unrecognized compensation cost related to the unvested portion of share-based compensation arrangements involving shares of Synovus stock was $30.3 million. This cost is expected to be recognized over a weighted average remaining period of 1.87 years.
Stock Options
There were no stock option grants in 2021, 2020, or 2019; however, Synovus assumed 3.2 million outstanding employee and director stock options in the FCB Merger on January 1, 2019. The estimated fair value of the converted stock options was determined using a Hull-White model in a binomial lattice option pricing framework with the following weighted average assumptions:
2019
Stock price (Synovus' closing stock price on December 31, 2018)$31.99 
Weighted average fair value of converted stock options11.50 
Risk-free interest rate2.51 %
Expected stock price volatility26.4 %
Dividend yield3.13 %
Term to expiration5.1 years
A summary of stock option activity and changes during the years ended December 31, 2021, 2020, and 2019 is presented below.
Stock Options
202120202019
(in thousands, except per share data)QuantityWeighted-Average Exercise PriceQuantityWeighted-Average Exercise PriceQuantityWeighted-Average Exercise Price
Outstanding at beginning of year2,401 $22.47 3,037 $22.74 640 $16.93 
Assumed in acquisition— — — — 3,230 23.22 
Options exercised(923)22.07 (572)22.67 (820)19.91 
Options forfeited/expired/canceled— — (64)33.50 (13)34.23 
Options outstanding at end of year1,478 $22.71 2,401 $22.47 3,037 $22.74 
Options exercisable at end of year1,478 $22.71 2,401 $22.47 2,399 $19.52 
The aggregate intrinsic value for both outstanding and exercisable stock options at December 31, 2021 was $37.2 million with a weighted average remaining contractual life of 2.51 years. The intrinsic value of stock options exercised during the years ended December 31, 2021, 2020, and 2019 was $21.3 million, $5.3 million, and $13.6 million, respectively.
Restricted Share Units, Market Restricted Share Units, and Performance Share Units
Compensation expense is measured based on the grant date fair value of restricted share units, market restricted share units, and performance share units. The fair value of restricted share units and performance share units that do not contain market conditions is equal to the market price of common stock on the grant date. The fair value of market restricted share units granted was estimated on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:
202120202019
Risk-free interest rate2.87 %1.42 %2.40 %
Expected stock price volatility 56.1 25.4 24.4 
Simulation period2.9 years3.0 years3.0 years
The stock price expected volatility was based on Synovus' historical volatility for grants in 2021, 2020 and 2019. The Monte Carlo model estimates fair value based on 100,000 simulations of future share price using a theoretical model of stock price behavior.
Synovus granted performance share units, which included a market condition with respect to 50% of the award, to senior management during the years ended December 31, 2021 and 2020. The performance share units have a three-year service-based vesting component, a 50% weighted performance condition based on adjusted ROATCE, and a 50% weighted market condition based on Synovus' relative TSR. The number of performance share units that will ultimately vest ranges from 0% to 150% of a defined target based on Synovus' relative TSR and three-year weighted average adjusted ROATCE.
During the year ended December 31, 2019, Synovus granted market restricted share units and performance share units to senior management. The market restricted share units have a three-year service-based vesting component as well as a total shareholder return multiplier and the performance share units vest upon meeting certain service and performance conditions. The number of market restricted share units that will ultimately vest ranges from 75% to 125% of a defined target based on Synovus' TSR. Adjusted ROAA and adjusted ROATCE performance is evaluated each year over a three-year performance period, with share distribution determined at the end of the three years. The number of performance share units that will ultimately vest ranges from 0% to 150% of defined targets based on Synovus' three-year weighted average adjusted ROAA and adjusted ROATCE.
A summary of restricted share units and market/performance share units outstanding and changes during the years ended December 31, 2021, 2020, and 2019 is presented below.
Restricted Share UnitsMarket/Performance Share Units
(in thousands, except per share data)QuantityWeighted-Average Grant Date Fair ValueQuantityWeighted-Average Grant Date Fair Value
Outstanding at December 31, 2018526 $41.18 392 $39.62 
Granted573 36.27 305 37.22 
Assumed in acquisition136 31.99 — — 
Vested(304)37.04 (152)30.87 
Forfeited(114)37.04 (50)39.45 
Outstanding at December 31, 2019817 38.32 495 40.85 
Granted822 32.42 204 37.74 
Vested(384)38.04 (214)41.31 
Forfeited(34)35.97 (46)39.03 
Outstanding at December 31, 20201,221 34.50 439 39.37 
Granted599 42.31 141 42.94 
Vested(482)37.05 (58)42.43 
Forfeited(93)31.41 — — 
Outstanding at December 31, 20211,245 $37.00 522 $37.59 
The total fair value of restricted share units vested during 2021, 2020, and 2019 was $19.8 million, $13.4 million, and $11.2 million, respectively. The total fair value of market/performance share units vested during 2021, 2020, and 2019 was $2.4 million, $7.9 million, and $5.7 million, respectively.
Other Employment Benefit Plans
For the years ended December 31, 2021, 2020, and 2019, Synovus provided a 100% matching contribution on the first 5% of eligible employee 401(k) contributions for a total annual contribution of $21.5 million, $21.3 million, and $18.8 million, respectively.
For the years ended December 31, 2021, 2020, and 2019, Synovus sponsored a stock purchase plan for directors and employees whereby Synovus made contributions equal to 15% of employee and director voluntary contributions, subject to certain maximum contribution limitations. The funds are used to purchase outstanding shares of Synovus common stock. Synovus recorded as expense $1.1 million, $1.1 million, and $1.1 million for contributions to these plans in 2021, 2020, and 2019, respectively.