syn-20230315

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

_______________


Filed by the Registrant þ

Filed by a party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Materials under §240.14a-12


SYNOVUS FINANCIAL CORP.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


þ No fee required

o Fee paid previously with preliminary materials

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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March 15, 2023

Dear Fellow Shareholder:

On behalf of the Board of Directors, we are pleased to cordially invite you to attend the 2023 Annual Meeting of Shareholders of Synovus Financial Corp. at 10:00 a.m. on Wednesday, April 26, 2023. You are receiving this invitation and this Proxy Statement as a shareholder of record as of February 16, 2023.

This meeting will be completely virtual, conducted via live webcast. You will be able to attend the annual meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SNV2023. Details regarding how to attend the meeting online and the business to be conducted are more fully described in the accompanying Notice of the 2023 Annual Meeting of Shareholders.

We entered 2022 stronger and better, and our team delivered impressive results despite the ever-changing economic conditions. Our top-quartile performance demonstrates the resiliency of our model and our efforts to deliver on the strategic growth plan we outlined during Investor Day earlier in the year. We detailed our path forward to become a more innovative, high-performing bank for shareholders, clients, team members, and communities, and our team delivered on key investments, initiatives, and financial metrics included in our plan.

Throughout the year, we also advanced our environmental, social, and governance, or ESG, initiatives by broadening our reporting frameworks to include the Task Force on Climate-Related Financial Disclosures, by reporting under the Carbon Disclosure Project for the first time, and by completing and disclosing a three-year baseline assessment of our greenhouse gas emissions. To read more about our ESG efforts, including ongoing updates, please visit www.synovus.com/ESG.

Our Board welcomed two new directors – John Irby and Alexandra Villoch – in 2022 and has nominated an additional candidate – Stacy Apter – for 2023. In addition, we will bid farewell to four directors – Dixon Brooke, Steve Butler, Betsy Camp, and Joe Prochaska. They will retire at the 2023 Annual Meeting. We are deeply grateful to them and to all Board members for their expertise, support, and guidance in creating long-term value and sustainability for all stakeholders. Finally, we would like to recognize and thank Kessel Stelling for his years of service on the Board. Kessel retired as our Executive Chairman in December 2022. His legacy of leadership, passion for our people, and vision for the company remains engrained in our culture.

As we continue progress during 2023, we remain committed to enabling people to reach their full potential and advancing our reputation and competitive advantage in the industry.

Once again, we are providing proxy materials to our shareholders primarily through the Internet. We believe this process contributes to our efficiency and sustainability efforts while offering our shareholders a convenient way to access important information about the matters on which we will vote at our annual meeting.

Your vote is important to us. Even if you plan to attend the meeting virtually, we encourage you to vote your shares in advance by following the voting instructions provided.

Thank you for your continued support of Synovus.

Sincerely,

Kevin S. Blair

Chairman of the Board, Chief Executive Officer, and President

Tim E. Bentsen

Lead Director

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Notice of the 2023 Annual Meeting of Shareholders

Wednesday, April 26, 2023

10:00 a.m.

www.virtualshareholdermeeting.com/SNV2023

Items of Business:

1.To elect as directors the 11 nominees named in this Proxy Statement;

2.To hold an advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation and Human Capital Committee;

3.To ratify the appointment of KPMG LLP as Synovus’ independent auditor for the year 2023; and

4.To transact such other business as may properly come before the meeting and any adjournment thereof.

Who may vote:

You can vote if you were a shareholder of record on February 16, 2023.

Annual Report:

A copy of the 2022 Annual Report accompanies this Proxy Statement.

Virtual Event:

We will host the 2023 Annual Meeting of Shareholders, or the Annual Meeting, via webcast. If you were a shareholder of record on February 16, 2023, or you hold a valid proxy for the Annual Meeting, you may attend virtually at www.virtualshareholdermeeting.com/SNV2023 and vote online at the Annual Meeting. Detailed instructions on how to attend and participate via the Internet are provided below.

Your vote is important. Please vote in one of the following ways:

1.Call 1-800-690-6903 and follow the recorded instructions. You will need to enter the 16-digit control number that appears on your proxy card;

2.Visit www.proxyvote.com and enter the 16-digit control number that appears on your proxy card;

3.Mark, sign, date, and promptly return the enclosed proxy card in the postage-paid envelope provided; or

4.Vote at the meeting by visiting www.virtualshareholdermeeting.com/SNV2023 and entering the 16-digit control number that appears on your proxy card, your Notice of Internet Availability, or the instructions included with your proxy materials.

If you have questions about the matters described in this Proxy Statement, how to submit your proxy, or if you need additional copies of this Proxy Statement, the enclosed proxy card, or voting instructions, you should contact Innisfree M&A Incorporated, the Company’s proxy solicitor, toll-free at (888) 750-5834. Banks and brokers may call collect at (212) 750-5833.

This Notice of the 2023 Annual Meeting of Shareholders and the accompanying Proxy Statement are sent by order of the Board of Directors.

March 15, 2023

Mary Maurice Young

Secretary

YOUR VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE VOTE YOUR SHARES PROMPTLY BY TELEPHONE OR INTERNET OR BY SIGNING AND RETURNING YOUR EXECUTED PROXY CARD.

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PROXY STATEMENT SUMMARY		1
VOTING INFORMATION		4
CORPORATE GOVERNANCE AND BOARD MATTERS		7
ENVIRONMENTAL, SOCIAL , AND GOVERNANCE		16
DIRECTOR COMPENSATION		18
PROPOSALS TO BE VOTED ON		20
PROPOSAL 1	Election of 1 1 Directors	20
PROPOSAL 2	Approval of Advisory Vote on Compensation of our Named Executive Officers as Determined by the Compensation and Human Capital Committee	26
PROPOSAL 3	Ratification of the Appointment of the Independent Auditor	27
EXECUTIVE OFFICERS		28
STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS		29
PRINCIPAL SHAREHOLDERS		30
AUDIT COMMITTEE REPORT		31
EXECUTIVE COMPENSATION		33
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT		46
SUMMARY COMPENSATION TABLE		47
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		55
DELINQUENT SECTION 16(a) REPORTS		56
SHAREHOLDER PROPOSALS AND NOMINATIONS		56
GENERAL INFORMATION		57
APPENDIX A: DIRECTOR INDEPENDENCE STANDARDS		A-1
APPENDIX B : RECONCILIATION OF NON-GAAP FINANCIAL MEASURES		B-1

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) which accompanies this Proxy Statement. You should read the entire Proxy Statement and our 2022 Annual Report carefully before voting. We are first furnishing the proxy materials to our shareholders on or about March 15, 2023. In this Proxy Statement, the words “Synovus,” “the Company,” “we,” “us,” and “our” refer to Synovus Financial Corp., together with Synovus Bank and Synovus’ other wholly-owned subsidiaries, except where the context requires otherwise.


Annual Meeting of Shareholders

•Time and Date: 10:00 a.m. on Wednesday, April 26, 2023

•Location: Virtual format only via www.virtualshareholdermeeting.com/SNV2023

•Record Date: February 16, 2023

•Voting: Shareholders as of the record date are entitled to vote


How to Cast Your Vote

You can vote by any of the following methods:

•Call 1-800-690-6903 and follow the recorded instructions. You will need to enter the 16-digit control number that appears on your proxy card;

•Visit www.proxyvote.com and enter the 16-digit control number that appears on your proxy card;

•Mark, sign, date, and promptly return the enclosed proxy card in the postage-paid envelope provided; or

•Vote at the meeting by visiting www.virtualshareholdermeeting.com/SNV2023 and entering the 16-digit control number that appears on your proxy card, your Notice of Internet Availability, or the instructions included with your proxy materials.


How to Participate in the Virtual Annual Meeting

•If you were a shareholder of record as of February 16, 2023, or if you hold a legal proxy or broker’s proxy card for the Annual Meeting provided by your bank, broker, or nominee, you can attend virtually, vote, and submit questions at the Annual Meeting. To attend virtually and participate in the Annual Meeting as a shareholder, go to www.virtualshareholdermeeting.com/SNV2023 and, when prompted, enter the 16-digit control number that appears on your proxy card, your Notice of Internet Availability, or the instructions included with your proxy materials. Once you are admitted to the meeting as a shareholder, you may vote during the Annual Meeting and also submit questions by following the instructions available on the virtual meeting website during the meeting. We encourage you to log into this website and access the virtual meeting at least 15 minutes before the start of the meeting.

•Those without a 16-digit control number may attend virtually the 2023 Annual Meeting as guests, but they will not have the option to vote shares or submit questions during the virtual meeting. Go to www.virtualshareholdermeeting.com/SNV2023 and, when prompted, register as a guest in order to listen to the meeting.


Meeting Agenda

•Election of 11 directors;

•Advisory vote on the compensation of our named executive officers as determined by the Compensation and Human Capital Committee;

•Ratification of KPMG LLP, or KPMG, as our independent auditor for the year 2023; and

•Transaction of such other business as may properly come before the meeting.


Voting Matters


Matter	Board Vote Recommendation	Page Reference (for more information)
Election of 1 1 directors	FOR each director nominee	Page 20
Approval of the advisory vote on the compensation of our named executive officers as determined by the Compensation and Human Capital Committee	FOR	Page 26
Ratification of KPMG as our independent auditor for the year 2023	FOR	Page 27


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2022 Financial Performance

2022 exhibited strong overall financial performance due to robust growth in key areas such as loans and net interest income. The net interest income increase was partially driven by the interest rate environment as the asset sensitive balance sheet coupled with disciplined deposit pricing drove an increase in net interest margin and net interest income.

Non-interest revenue declined on a year-over-year basis primarily driven by an industry-wide reduction in mortgage fee income; however strong growth continued in core areas such as wealth revenue and core banking fees.

As a result of expense discipline as well as benefits from Synovus Forward efficiency initiatives, we were able to effectively manage expense growth year-over-year while investing in new business initiatives, resulting in overall strong positive operating leverage. At the end of the year, we exceeded our $175 million commitment on Synovus Forward which included a combination of expense and revenue initiatives.

Despite higher revenue from net interest income growth, adjusted earnings per share, or adjusted EPS,* declined slightly from 2021 to 2022 and was predominantly driven by the increase in the provision for credit losses. The increase in provision was driven by the decline in the allowance for loan losses in 2021. Credit metrics improved in 2022 and remain near cycle lows, demonstrating a continuation of prudent risk management amongst an uncertain economic outlook. Our allowance for credit losses, or ACL, ended the year at 1.15%, reflecting continued health and the strong performance of our core loan portfolio offset by a declining economic outlook.

We ended the year with a common equity tier 1 capital, or CET1, ratio of 9.63% which is in the upper half of our target operating range of 9.25% - 9.75%. We effectively deployed capital in support of our organic growth and strategic growth initiatives over the course of the year. Overall, our capital position along with our strong earnings potential positions us well to execute on our strategic growth initiatives.

The following metrics are used in the short- and long-term incentives detailed further in the Proxy Statement.

* For a reconciliation of the foregoing non-GAAP financial measures to the most comparable GAAP measures, please refer to Appendix B of this Proxy Statement.

For additional information relating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2022 and 2021, please refer to the summary on page 33 of this Proxy Statement and our 2022 Annual Report that accompanies this Proxy Statement.


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2022 Compensation

During 2022, our performance across key profitability metrics, including earnings, improved from 2021. We also made significant progress toward accomplishing our key strategic priorities for the year. Our 2022 compensation reflects our improved financial performance and progress toward achieving our strategic objectives, including payouts under our short-term incentive plan that were above target.

Base Salaries

Kevin S. Blair, our Chairman of the Board, Chief Executive Officer, and President, received a 3% base salary increase to $975,000, effective March 6, 2022, based upon the Compensation and Human Capital Committee’s review of market comparisons of compensation levels among CEOs at peer companies. The Compensation and Human Capital Committee also reviewed market comparisons for other executives and recognized that some base salaries for other named executive officers were below the market median. As a result, Andrew J. Gregory, Jr. and D. Zachary Bishop received base salary increases of 26% and 18% respectively, effective March 6, 2022. Shellie R. Creson’s base salary was established in connection with her hiring effective July 25, 2022.

Short-Term Incentives

•Consistent with prior years, our annual incentive plan included a combination of financial and corporate and personal objectives. For 2022, the Compensation and Human Capital Committee established financial goals for adjusted EPS and adjusted return on average assets, or adjusted ROAA, as well as a component based on corporate and personal objectives.

•The following chart summarizes the provisions of our short-term award incentive plan for 2022:


Form of Award	Measures and Weightings	Payout Features
Cash	Adjusted EPS (50%) Adjusted ROAA (25%) Corporate and Personal Objectives (25%)	Payouts from 0% to 150% of target based upon adjusted EPS, adjusted ROAA, and performance on corporate and personal objectives

•Our strong financial performance in 2022 resulted in both adjusted EPS and adjusted ROAA results above the maximum performance goal. The Compensation and Human Capital Committee also assessed performance on the corporate and personal objectives as being above target. Based on these results and the Compensation and Human Capital Committee’s review of corporate and individual performance, the Compensation and Human Capital Committee approved payouts of 150% of target for the named executive officers. For more information regarding the Compensation and Human Capital Committee’s annual incentive determination, including details on the Compensation and Human Capital Committee’s review of the corporate and personal objectives component, please see “Payout Determination” on page 40 of this Proxy Statement.

Long-Term Incentives

•Our long-term incentive program for executive officers is comprised of two equity vehicles which link our executives’ compensation to performance results: performance stock units, or PSUs, and restricted stock units, or RSUs. The following chart summarizes the key provisions of our long-term grants made in 2022:

Form

of Award

Vesting

Payout

Features

PSUs (60% of ongoing annual award value)

100% after 3 years

Payouts from 0% to 150% of target based upon weighted return on average tangible common equity (as adjusted) and relative total shareholder return

RSUs (40% of ongoing annual award value)

⅓ per year over 3 years (33⅓% per year)

Time-based vesting based upon continued employment with Synovus

The PSU awards are subject to possible downward discretionary adjustment based upon risk considerations—see page 41 of this Proxy Statement. The PSUs and RSUs are also subject to the Company’s clawback policy.

Because of our stock ownership guidelines, executive officers hold a meaningful amount of Synovus common stock, further aligning their interests with shareholders’ interests.

We believe that the compensation delivered to each named executive officer in 2022 was fair, reasonable, and aligned with our performance and our corporate and personal objectives.


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VOTING INFORMATION


Purpose

You received this Proxy Statement and the accompanying proxy card because the Board of Directors of Synovus is soliciting proxies to be used at the Annual Meeting, which will be held virtually on April 26, 2023 at 10:00 a.m. at www.virtualshareholdermeeting.com/SNV2023. Proxies are solicited to give all shareholders of record an opportunity to vote on matters to be presented at the Annual Meeting. In the following pages of this Proxy Statement, you will find information on matters to be voted upon at the Annual Meeting or any adjournment of that meeting.


Internet Availability of Proxy Materials

As permitted by the federal securities laws, Synovus is making this Proxy Statement and its 2022 Annual Report available to its shareholders via the Internet instead of mailing printed copies of these materials to each shareholder. On March 15, 2023, we mailed to our shareholders (other than those who previously requested electronic or paper delivery and other than those holding a certain number of shares) a Notice of Internet Availability, or Notice, containing instructions on how to access our proxy materials, including this Proxy Statement and the accompanying 2022 Annual Report. These proxy materials are being made available to our shareholders on or about March 15, 2023. The Notice also provides instructions regarding how to access your proxy card to vote through the Internet or by telephone. The Proxy Statement and 2022 Annual Report are also available on our website at investor.synovus.com/2023annualmeeting.

If you received a Notice by mail, you will not receive a printed copy of the proxy materials by mail unless you request printed materials. If you wish to receive printed proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

If you receive more than one Notice, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the Internet or by telephone or sign and return by mail all proxy cards.


Who Can Vote

You are entitled to one vote per share if you were a shareholder of record of Synovus common stock as of the close of business on February 16, 2023. Your shares can be voted at the meeting only if you are present or represented by a valid proxy.

If your shares are held in the name of a bank, broker, or other holder of record, you will receive voting instructions from such holder of record. You must follow the voting instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting will also be offered to shareholders owning shares through certain banks, brokers, and other holders of record. If your shares are not registered in your own name and you plan to vote your shares at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card in order to vote at the Annual Meeting.


Quorum and Shares Outstanding

A majority of the votes entitled to be cast by the holders of the outstanding shares of Synovus common stock must be present, either in person virtually or represented by proxy, in order to conduct the Annual Meeting. This is referred to as a quorum. On February 16, 2023, 145,863,122 shares of Synovus common stock were issued and outstanding and entitled to vote.


Proxies

The Board has designated two individuals to serve as proxies to vote the shares represented by proxies at the Annual Meeting. If you properly submit a proxy but do not specify how you want your shares to be voted, your shares will be voted by the designated proxies in accordance with the Board’s recommendations as follows:

(1)FOR the election of each of the 11 director nominees named in this Proxy Statement;

(2)FOR the approval of the advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation and Human Capital Committee; and

(3)FOR the ratification of the appointment of KPMG as Synovus’ independent auditor for the year 2023.

The designated proxies will vote in their discretion on any other matter that may properly come before the Annual Meeting. At this time, we are unaware of any matters, other than as set forth above, that may properly come before the Annual Meeting.


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Required Votes

The number of affirmative votes required to approve each of the proposals to be considered at the Annual Meeting is described below:

Proposal 1 – Election of 11 Directors

To be elected, each of the 11 director nominees named in this Proxy Statement must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election. If a nominee who currently is serving as a director does not receive the required vote for re-election, Georgia law provides that such director will continue to serve on the Board of Directors as a “holdover” director. However, pursuant to Synovus’ Corporate Governance Guidelines, each holdover director has tendered an irrevocable resignation that would be effective upon the Board’s acceptance of such resignation. In that situation, our Corporate Governance and Nominating Committee would consider the resignation and make a recommendation to the Board of Directors about whether to accept or reject such resignation and publicly disclose its decision within 90 days following certification of the shareholder vote.

All Other Proposals

For all of the other proposals described in this Proxy Statement, the affirmative vote of a majority of the votes cast is required to approve each such proposal.


Abstentions and Broker Non-Votes

Under certain circumstances, including the election of directors, matters involving executive compensation, and other matters considered non-routine, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker. This is generally referred to as a “broker non-vote.” In these cases, as long as a routine matter is also being voted on, and in cases where the shareholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions only with respect to Proposal 3 but not with respect to any of the other proposals to be voted on at the Annual Meeting.

For all proposals, abstentions and broker non-votes will have no effect on the proposal to be considered at the Annual Meeting.


How You Can Vote

If you hold shares in your own name, you may vote by proxy or virtually at the Annual Meeting at www.virtualshareholdermeeting.com/SNV2023. To vote by proxy, you may select one of the following options:

Vote by Telephone

You can vote your shares by telephone by calling 1-800-690-6903. Telephone voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April 25, 2023. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Our telephone voting procedures are designed to authenticate the shareholder by using individual control numbers. If you vote by telephone, you do NOT need to return your proxy card.

Vote by Internet

You can also choose to vote by visiting www.proxyvote.com. Internet voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April 25, 2023. You will be given the opportunity to confirm that your instructions have been properly recorded, and you can consent to view future proxy statements and annual reports on the Internet instead of receiving them in the mail. If you vote on the Internet, you do NOT need to return your proxy card.

Vote by Mail

If you choose to vote by mail, simply mark your proxy card, date, and sign it, and return it in the postage-paid envelope provided.

Vote at the Annual Meeting

You can vote your shares at the Annual Meeting by visiting www.virtualshareholdermeeting.com/SNV2023 and following the instructions described below.

If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions from such holder of record that you must follow for your shares to be voted. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must request a legal proxy or broker’s proxy from your bank, broker, or other nominee that holds your shares and present that proxy at the Annual Meeting.

Synovus Stock Plans

If you participate in the Synovus Dividend Reinvestment and Direct Stock Purchase Plan, the Synovus Employee Stock Purchase Plan, and/or the Synovus Director Stock Purchase Plan, your proxy card represents shares held in the respective plan, as well as shares you hold


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directly in certificate form registered in the same name. If you hold shares of Synovus common stock through a 401(k) plan, you will receive a separate proxy card representing those shares of Synovus common stock.


Revocation of Proxy

If you are a shareholder of record and vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us prior to the Annual Meeting, (2) voting again by telephone or on the Internet prior to 11:59 P.M., Eastern Time, on April 25, 2023, or (3) attending the Annual Meeting virtually and casting a ballot.

If your Synovus shares are held by a bank, broker, or other nominee, you must follow the instructions provided by the bank, broker, or other nominee if you wish to change or revoke your vote.


Attending the Annual Meeting

The Annual Meeting will be held on Wednesday, April 26, 2023 via a virtual format by live webcast.

To attend the Annual Meeting virtually and participate as a shareholder, you will need to go to www.virtualshareholdermeeting.com/SNV2023 and, when prompted, enter the 16-digit control number included in your proxy card, your Notice, or the instructions included with your proxy materials.

If your shares are registered in your name and you received proxy materials by mail, your control number is attached to your proxy card. If you hold shares through an account with a bank or broker, you will need to contact your bank or broker and request a legal proxy. A legal proxy is an authorization from your bank or broker for you to vote the shares it holds in its name on your behalf. It also serves as your control number.

Once you are admitted to the meeting as a shareholder, you may vote during the meeting and also submit questions by following the instructions available on the virtual meeting website during the meeting. Those without a 16-digit control number may attend the 2023 Annual Meeting as guests, but they will not have the option to vote shares or submit questions during the virtual meeting.

If you are unable to attend the meeting, you can listen to it later and view the slide presentation over the Internet at investor.synovus.com/2023annualmeeting. We will maintain copies of the slides and audio of the presentation for the Annual Meeting on our website for reference after the meeting. Information included on Synovus’ website, other than the Proxy Statement and form of proxy, is not a part of the proxy soliciting material.


Voting Results

You can find the voting results of the Annual Meeting in Synovus’ Current Report on Form 8-K, which Synovus will file with the SEC no later than May 2, 2023.


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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Philosophy

The business affairs of Synovus are managed under the direction of the Board of Directors in accordance with the Georgia Business Corporation Code, as implemented by Synovus’ Articles and bylaws. The role of the Board of Directors, or the Board, is to effectively govern the affairs of Synovus for the benefit of its shareholders. The Board strives to ensure the success and continuity of Synovus’ business through the appointment of qualified executive management. It is also responsible for ensuring that Synovus’ activities are conducted in a responsible and ethical manner. Synovus and its Board of Directors are committed to following sound corporate governance.

Corporate Governance Highlights

Synovus’ Board and management believe that good corporate governance practices promote the long-term interests of all shareholders and strengthen Board and management accountability. Highlights of such practices include:

•On-going focus on Board refreshment, with more than half of our nominees first elected or nominated to our Board within the last 5 years;

•Continuous attention to the importance of Board diversity, with 36% of our directors being women, 36% of our directors being persons of color, and all of our directors representing diverse and varied backgrounds, geographies, qualifications, and perspectives;

•One vote per share voting structure;

•An independent Lead Director;

•Audit, Compensation and Human Capital, Risk, and Corporate Governance and Nominating Committees comprised entirely of independent directors;

•Robust ESG and enterprise risk oversight by the Board and its committees;

•Board focus on strategic planning and direction, with oversight and guidance of Synovus’ long-term strategy within approved risk appetite parameters;

•Annual elections of all directors;

•Majority voting for director elections;

•Periodic and regular rotation of Board committee leadership and composition;

•Open and transparent shareholder engagement, with involvement from Synovus’ Lead Director and other independent directors as appropriate;

•Frequent and comprehensive education programs to keep directors apprised of such evolving issues as business and banking trends; risks and compliance issues; laws, regulations, and requirements applicable to Synovus and to the banking industry generally; and corporate governance best practices;

•Policies prohibiting the hedging, pledging, and short sale of shares of Synovus stock by directors and executive officers;

•Regular and robust Board and committee self-evaluations, facilitated from time to time by an independent third party;

•Mandatory retirement of our directors upon attaining the later of age 72 or 7 years of Board service (but in no event later than age 75);

•Executive compensation driven by a pay-for-performance policy;

•Meaningful stock ownership guidelines for Board members and executive officers; and

•Implementation of a clawback policy for incentive compensation paid to Synovus’ executive officers.

In addition, the Board, under the leadership of the Corporate Governance and Nominating Committee, continues to actively monitor and consider additional and evolving changes to our corporate governance practices for the future.

Independence

The NYSE listing standards provide that a director does not qualify as independent unless the Board of Directors affirmatively determines that the director has no material relationship with Synovus. The Board has established categorical standards of independence to assist it in determining director independence which conform to the independence requirements in the NYSE listing standards. The categorical standards of independence are incorporated within our Corporate Governance Guidelines, are attached to this Proxy Statement as Appendix A, and are also available in the Corporate Governance section of our website at investor.synovus.com.

The Board has affirmatively determined that a majority of its members are independent as defined by the listing standards of the NYSE and the categorical standards of independence set by the Board. Synovus’ Board has determined that, as of January 1, 2023, the following thirteen directors are independent: Tim E. Bentsen; F. Dixon Brooke, Jr.; Stephen T. Butler; Elizabeth W. Camp; Pedro Cherry; John H. Irby; Diana M. Murphy; Harris Pastides; Joseph J. Prochaska, Jr.; John L. Stallworth; Barry L. Storey; Alexandra Villoch; and Teresa White. In addition, the Board has affirmatively determined that Stacy Apter will be independent if elected to the Board at the Annual Meeting. Please see “Certain Relationships and Related Transactions” on page 55 of this Proxy Statement for a discussion of certain relationships between Synovus and its independent directors. These relationships have been considered by the Board in determining a director’s independence from Synovus under Synovus’ Corporate Governance Guidelines and the NYSE listing standards and were determined to be immaterial.


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Board Meetings and Attendance

The Board of Directors held ten meetings in 2022. All directors attended at least 75% of Board and committee meetings held during their tenure during 2022. The average attendance by incumbent directors at the aggregate number of Board and committee meetings they were scheduled to attend was 98%. Although Synovus has no formal policy with respect to Board members’ attendance at its annual meetings, it is customary for all Board members to attend the annual meeting. All of Synovus’ then-current directors attended Synovus’ 2022 annual meeting of shareholders.

Board meetings regularly include educational presentations and training to enable our directors to keep abreast of business and banking trends and market, regulatory, and industry issues. These sessions are often conducted by outside experts in such subject areas as cybersecurity, evolving regulatory standards, risk management, emerging products and trends, economic conditions, digital, technology, and effective corporate governance. In addition, the Board is provided business-specific training on products and services and special risks and opportunities to Synovus. Moreover, our directors periodically attend industry conferences, meetings with regulatory agencies, and educational sessions pertaining to their service on the Board and its committees.

Committees of the Board

Synovus’ Board of Directors has five principal standing committees—an Audit Committee, a Corporate Governance and Nominating Committee, a Compensation and Human Capital Committee, a Risk Committee, and an Executive Committee. Each committee has a written charter adopted by the Board of Directors that complies with the applicable listing standards of the NYSE pertaining to corporate governance. Copies of the committee charters are available in the Corporate Governance section of our website at investor.synovus.com. The Board has determined that each member of the Audit, Corporate Governance and Nominating, Compensation and Human Capital, and Risk Committees is an independent director as defined by the listing standards of the NYSE and our Corporate Governance Guidelines. The following table shows the membership and leadership of the various committees as of the date of this Proxy Statement.

Audit

Committee

Corporate

Governance

and

Nominating

Committee

Compensation and Human Capital

Committee

Risk

Committee

Executive

Committee

Tim E. Bentsen

Kevin S. Blair

F. Dixon Brooke, Jr.

Stephen T. Butler

Elizabeth W. Camp

Pedro Cherry

John H. Irby

Diana M. Murphy

Harris Pastides

Joseph J. Prochaska, Jr.

John L. Stallworth

Barry L. Storey

Alexandra Villoch

Teresa White


			Chairperson						Member

Following the election of directors at the Annual Meeting, composition and leadership of the foregoing committees will be reconstituted after giving effect to any changes to the current composition of the Board.


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Audit Committee

Synovus’ Audit Committee held twelve meetings in 2022 and two joint meetings with the Risk Committee in 2022. The Audit Committee’s report is on page 31 of this Proxy Statement. The Board has determined that all six members of the Committee are independent and financially literate under the rules of the NYSE and that each of the six members of the Audit Committee is an “audit committee financial expert” as defined by the rules of the SEC. The primary functions of the Audit Committee include:

•Monitoring the integrity of Synovus’ financial statements, Synovus’ systems of internal controls, and Synovus’ compliance with regulatory and legal requirements;

•Overseeing the risks relating to financial reporting, litigation, credit, and related matters;

•Reviewing and discussing with Synovus’ management and the independent auditor Synovus’ financial statements and related information, including non-GAAP financial information, critical audit matters, and other disclosures included in Synovus’ earnings releases and quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC;

•Monitoring the independence, qualifications, and performance of Synovus’ independent auditor and internal audit function; and

•Providing an avenue of communication among the independent auditor, management, internal audit, and the Board of Directors.


Corporate Governance and Nominating Committee

Synovus’ Corporate Governance and Nominating Committee held nine meetings in 2022. The primary functions of Synovus’ Corporate Governance and Nominating Committee include:

•Identifying qualified individuals to become Board members;

•Recommending to the Board the director nominees for each annual meeting of shareholders and director nominees to be elected by the Board to fill interim director vacancies;

•Recommending to the Board the leadership structure of the Board and the composition and leadership of Board committees;

•Overseeing the annual review and evaluation of the performance of the Board and its committees;

•Developing and recommending to the Board updates to our corporate governance documents;

•Reviewing and assessing shareholders’ feedback related to our governance practices and shareholder engagement process; and

•Overseeing the Company’s ESG strategy, initiatives, and policies.


Compensation and Human Capital Committee

Synovus’ Compensation and Human Capital Committee held six meetings in 2022. Its report is on page 46 of this Proxy Statement. The primary functions of the Compensation and Human Capital Committee include:

•Approving and overseeing Synovus’ executive compensation program;

•Reviewing and approving annual corporate goals and objectives for the Chief Executive Officer’s compensation, evaluating the CEO’s performance in light of those goals and objectives, and determining the CEO’s compensation level based on such evaluation;

•Approving non-CEO executive compensation, including base salary and short-term and long-term compensation;

•Overseeing all compensation and benefit programs in which broad-based employees of Synovus are eligible to participate;

•Reviewing Synovus’ incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and reviewing and discussing, at least annually, the relationship between risk management and incentive compensation;

•Developing and recommending to the Board compensation for non-employee directors;

•Monitoring and reviewing the talent management and succession planning processes for the CEO and Synovus’ other key executives;

•Providing oversight of Synovus’ broader talent management and diversity, equity, and inclusion processes and initiatives;

•Assisting the Board in its oversight of all other human capital management strategies, practices, and risks; and

•Coordinating as necessary with the Corporate Governance and Nominating Committee in its oversight role of ESG.

Information regarding the Compensation and Human Capital Committee’s processes and procedures for considering and determining executive officer compensation is provided in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement. Except to the extent prohibited by law or regulation, the Compensation and Human Capital Committee may delegate matters within its power and responsibility to individuals or subcommittees when it deems appropriate.

In addition, the Compensation and Human Capital Committee has the authority under its charter to retain outside advisors to assist the Committee in the performance of its duties. During 2022, the Committee retained the services of Meridian Compensation Partners, LLC, or Meridian, to:

•Provide ongoing recommendations regarding executive and director compensation consistent with Synovus’ business needs, pay philosophy, market trends, and the latest legal and regulatory considerations;


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•Provide market data for base salary, short-term incentive, and long-term incentive decisions; and

•Advise the Compensation and Human Capital Committee as to best practices and market developments.

The Compensation and Human Capital Committee evaluated whether the work provided by Meridian raised any conflict of interest. The Compensation and Human Capital Committee considered various factors, including the six factors mandated by SEC rules, and determined that no conflict of interest was raised by the work of Meridian described in this Proxy Statement. Meridian was engaged directly by the Compensation and Human Capital Committee, although the Compensation and Human Capital Committee also directed that Meridian work with Synovus’ management to facilitate the Compensation and Human Capital Committee’s review of compensation practices and management’s recommendations. Synovus’ Chief Human Resources Officer developed executive compensation recommendations for the Compensation and Human Capital Committee’s consideration in conjunction with Synovus’ CEO and with the advice of Meridian. Meridian did not provide any other services to Synovus during 2022.

In 2022, Synovus’ Chief Human Resources Officer worked with the Chairman of the Compensation and Human Capital Committee to establish the agenda for committee meetings. Management also prepared background information for each committee meeting. Synovus’ Chief Human Resources Officer and CEO generally attend committee meetings by invitation of the Compensation and Human Capital Committee. However, the Compensation and Human Capital Committee regularly meets in executive session without members of management in attendance, and the CEO and other members of management do not have authority to vote on committee matters. Meridian attended all of the committee meetings held during 2022 at the request of the Compensation and Human Capital Committee.


Risk Committee

Synovus’ Risk Committee held seven meetings in 2022 and two joint meetings with the Audit Committee in 2022. The primary functions of Synovus’ Risk Committee include:

•Monitoring and reviewing the enterprise risk management and compliance framework policies and processes;

•Monitoring and reviewing emerging risks and the adequacy of risk management and compliance functions;

•Overseeing ESG risk management initiatives and activities including management of risks pertaining to climate change and sustainability in coordination with the Corporate Governance and Nominating Committee;

•Monitoring the independence and authority of the enterprise risk management function and reviewing the qualifications and background of the Chief Risk Officer and other senior risk officers; and

•Providing recommendations to the Board in order to effectively manage risks.


Executive Committee

The Executive Committee held one meeting in 2022 and is comprised of the chairpersons of the principal standing committees of the Board and Board of Directors of Synovus Bank, the Chief Executive Officer, the Chairman of the Board (if different from the Chief Executive Officer), and the Lead Director. During the intervals between meetings of the Board, the Executive Committee possesses and may exercise any and all of the powers of the Board in the management and direction of the business and affairs of Synovus with respect to which specific direction has not been previously given by the Board, unless Board action is required by Synovus’ governing documents, law, or rule.


Compensation and Human Capital Committee Interlocks and Insider Participation

Messrs. Bentsen, Brooke, Butler, Prochaska, and Storey, Ms. Murphy, and Ms. White served on the Compensation and Human Capital Committee during 2022. None of these individuals is or has been an officer or employee of Synovus. In 2021, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on Synovus’ Board or Compensation and Human Capital Committee.

Strategic Direction

One of our Board’s most important functions is to provide oversight and direction as to Synovus’ strategy, including business and organizational initiatives, potential growth opportunities, risks, and challenges. As such, the Board incorporates strategic topics into each meeting agenda and monitors strategic progress and emerging risks quarterly through the Risk Committee. Management provides the Board with a detailed review of the strategic plan, including the short-term and long-term initiatives and targets. As a part of this process, the Board and its committees carefully consider whether the strategic plan aligns with Synovus’ risk appetite and risk profile. Moreover, the Board has at least one extended session annually focused on a deeper dive into emerging industry trends and the correlation to Synovus’ strategic direction.

In 2022, Synovus’ strategic plan continued to focus on building upon our proven strong reputation, commitment to our communities, and relationship-centered approach while reflecting the unique considerations for us as a regional bank moving more aggressively toward innovation. 2022 presented unique strategic planning challenges as interest rates increased aggressively throughout the year and economic growth began to taper. In response to this unprecedented environment, we made deliberate adjustments to our businesses and business model to drive sustained franchise value while retaining our legacy focus on our people and our clients. Embracing the acceleration of


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technology and adopting digital and data capabilities are critical to position us as a top quartile performing bank of the future. During 2022, we focused on growth and performance through four core pillars:

Each of these pillars is supported by various strategic initiatives designed to drive growth and improve performance, with a prioritization on such matters as investing in commercial client growth, fortifying and refocusing consumer banking, refreshing the brand, re-imagining the client journey, automating systems and processes, using advanced analytics, delivering new products through a modern core platform, developing diverse leaders, and establishing a growth based culture. We believe that disciplined and continued execution of these core pillars will position us for long-term top quartile performance.

In addition, in 2022, the Company completed Synovus Forward, our cost savings and revenue-generating initiative announced in 2020 and focused on such matters as our third party spend program, branch optimization, back-office staff optimization, market-based repricing of certain product offerings, optimized deposit pricing, commercial analytics, digital enhancements, balance sheet management, and new business lines. As of December 31, 2022, Synovus had achieved a cumulative pre-tax run rate benefit of approximately $180 million through the Synovus Forward initiative.

Lastly, the Board successfully navigated through an executive leadership transition beginning in April 2021 with Mr. Blair’s succession into the role of President and Chief Executive Officer and culminating in December 2022 with Mr. Blair’s succession into the role of Chairman of the Board. Throughout this process, the Board remained focused on execution of the Company’s key strategic priorities.

The Board monitors the execution of the strategic plan throughout the year at its regularly scheduled meetings and continually assesses and guides management on the strategic direction and initiatives.

Risk Oversight

Under Synovus’ Corporate Governance Guidelines, the Board is charged with providing oversight of Synovus’ risk management processes. The Board does not view risk in isolation and considers risk in virtually every business decision and as part of the Company’s overall business strategy. While the Board oversees risk management, the Company’s management is charged with managing risk. The Board’s role in risk oversight is an integral part of Synovus’ overall enterprise risk management framework.

The Risk Committee fulfills the overarching oversight role for the enterprise risk management and compliance processes, including approving the risk appetite of the Company, risk tolerance levels, and risk policies and limits, monitoring key and emerging risks, and reviewing risk assessments. In carrying out its responsibilities, the Risk Committee works closely with Synovus’ Chief Risk Officer and other members of Synovus’ enterprise risk management team. The Risk Committee meets periodically with the Chief Risk Officer and other members of management and receives a comprehensive report on enterprise risk management matters, including management’s assessment of risk exposures (including risks related to strategy, reputation, credit, market/interest rates, liquidity, legal, compliance, and operations, among others) and the processes in place to monitor and control such exposures. The Risk Committee is also responsible for overseeing the investment policy and strategy and contingency funding plan of the Company. Between meetings, as needed or appropriate, the Chairman of the Risk Committee receives updates relating to risk oversight matters from the Chief Risk Officer, the CEO, and the Chief Information Security Officer. The Risk Committee provides a report on risk management to the full Board on at least a quarterly basis.

In addition, oversight of risk is allocated to all other committees of the Board, who meet regularly and report back to the Board. The Audit Committee oversees risks related to financial reporting, internal controls over financial reporting, valuation of investment securities and private equity investments, internal and independent audit functions, capital adequacy, legal matters, tax matters, credit matters, and reputational risks relating to these areas. The Compensation and Human Capital Committee oversees risks related to incentive compensation, executive and director compensation, executive succession planning, talent retention, human capital, and reputational risks


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relating to these areas. As a part of the risk governance process, the Chief Risk Officer provides an annual risk profile of our compensation plans to the Compensation and Human Capital Committee. For a discussion of the Compensation and Human Capital Committee’s review of Synovus’ senior executive officer compensation plans and employee incentive compensation plans and the risks associated with these plans, see “Compensation Framework: Compensation Policies, Compensation Process, and Risk Considerations—Risk Considerations” on page 45 of this Proxy Statement. In coordination with the Risk Committee, the Corporate Governance and Nominating Committee oversees ESG-related risks and corporate governance-related risks, such as board composition and effectiveness, board succession planning, corporate governance policies, related party transactions, ethics, and reputational risks relating to these areas.

The Company believes that its enterprise risk framework, including the active engagement of management with the Board in the risk oversight function, supports the risk oversight function of the Board. For more information on the risks facing the Company, see the risk factors in “Part I—Item 1A. Risk Factors” in the 2022 Annual Report.

Cybersecurity

Information security is a significant operational risk for financial institutions which may lead not only to financial losses, but may also negatively affect the reputation of and confidence in the Company. Synovus continues to enhance our information security program and capabilities to identify and mitigate threats to the confidentiality, availability, and integrity of our information systems. Below are some highlights of the elements of our information security program:

•Our Board is actively engaged in the oversight of Synovus’ information security risk management and cybersecurity programs. The Risk Committee receives quarterly updates from the Company’s Chief Information Security Officer on our information security and cyber risk strategy, cyber defense initiatives, cyber event preparedness, and cybersecurity risk assessments. The Risk Committee annually approves the Company’s information security program. In addition to an annual report on these issues with the full Board, the Board consults, from time to time and on a regular basis, with outside parties with an expertise in cybersecurity.

•Synovus follows widely accepted cybersecurity policies and best practices to define and measure our security program. We are externally audited on an annual basis and certified on information security standards, including System and Organizational Controls (SOC) and Payment Card Industry Data Security Standard (PCI DSS). Our program is reviewed on a periodic basis against the Federal Financial Institutions Examination Council's (FFIEC) Cybersecurity Assessment Tool and the National Institute of Standards and Technology Cybersecurity Framework in order to measure our cybersecurity preparedness, evaluate whether cybersecurity preparedness is aligned with risks, determine risk management practices and controls that are needed or need enhancement, and to inform our risk management strategies.

•We engage and retain independent third-parties to review and assess our information security program, and these updates are reviewed with the Risk Committee and executive leadership. We keep computer forensics, legal, and security firms on retainer in case of a cyber breach event. We engage independent third-parties to perform annual penetration tests against our network.

•We employ a risk management framework to identify, assess, monitor, and test cyber risk and controls. This formal process of risk assessment, risk treatment, risk acceptance, communication, consultation, monitoring, and review is designed in accordance with the ISO 27005 Standard.

SEC Form DEF 14A filed by Synovus Financial Corp.