SunTrust Banks Inc. plans to pay Crestar Financial Corp.'s two top executives more than $5.6 million in combined salaries and bonuses after it buys Crestar next month, according to a regulatory filing.

Severance packages for another 22 Crestar executives are valued at $20 million, SunTrust disclosed in a proxy mailing to shareholders last week. Stockholders are to vote on SunTrust's planned $7.5 billion acquisition of Crestar Dec. 23.

The proxy said that Atlanta-based SunTrust has negotiated a two-year employment agreement with Richard G. Tilghman, Crestar's chairman and chief executive officer. After the merger, Mr. Tilghman would be vice chairman of SunTrust's board and CEO of the Crestar unit.

Mr. Tilghman would earn $900,000 a year plus bonuses of about $600,000 in 1999 and $700,000 in 2000. Mr. Tilghman also is to get a grant of 60,000 shares of restricted SunTrust common stock and a 10-year option to acquire an aggregate of 180,000 shares.

The compensation would be in line with what Mr. Tilghman has been making at Crestar, where he earned salary and bonus worth more than $1.3 million in 1996 and in 1997.

Peyton N. Green, an analyst at Sterne, Agee & Leach, said the size of Mr. Tilghman's post-merger compensation is an indication that SunTrust is committed to minimizing disruption in the transition.

Mr. Tilghman's base salary of $900,000 puts him in the top pay ranks of SunTrust executives. SunTrust's recently retired chairman, James B. Williams, earned a base salary of $840,000 in 1997 and a bonus of $390,000, Mr. Green pointed out.

"SunTrust wants to ensure a smooth integration, and (Mr. Tilghman) has been very good for Crestar," said Mr. Green. "That is going to be key because" competition in the Virginia market, where Crestar is based, will be tough.

SunTrust, which has $60.7 billion of assets, has also negotiated a three-year employment agreement with Crestar president James M. Wells 3d that will pay him $500,000 in 1999 plus a $300,000 bonus; $525,000 in 2000 plus a $315,000 bonus; and $550,000 in 2001 plus a $330,000 bonus.

Mr. Wells would get a grant of 30,000 shares of restricted SunTrust stock and a 10-year option to acquire an aggregate of 90,000 shares.

Charles Wendel, president of Financial Institutions Consulting, said that with each merger, compensation for bankers seems to go higher. "The board is really trying to reward performance and retain the people who are very important to the institution long-term," he said.

Severance arrangements for nine top officers, including Mr. Wells, grant lump-sum payments equal to three times salary and bonus, plus payments to cover the value of certain benefits, according to the proxy.

These packages would kick in if any of the nine executives leaves within three years.

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