syn-20240311

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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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Synovus Annual Report 2024-PROXY COVER - DIGITAL.jpg

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March 12, 2024

Dear Fellow Shareholder:

On behalf of the Board of Directors, we are pleased to cordially invite you to attend the 2024 Annual Meeting of Shareholders of Synovus Financial Corp. at 10:00 a.m. on Wednesday, April 24, 2024. You are receiving this invitation and this Proxy Statement as a shareholder of record as of February 22, 2024.

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/SNV2024. Details regarding how to attend the meeting online and the business to be conducted are more fully described in the accompanying Notice of the 2024 Annual Meeting of Shareholders.

We entered 2023 stronger and more efficient, eager to expand on our success in 2022 and to continue to focus on broad-based growth and performance. The year brought a host of external developments and challenges - from continued economic uncertainty and inflationary pressures to unexpected industry volatility resulting from several U.S. bank failures in the first half of the year. Despite these pressures, we remained focused on the execution of our strategic plan while growing total deposits, accessing contingent liquidity sources out of an abundance of caution, maintaining overall credit vigilance, enhancing industry and sector monitoring, and optimizing capital management. We also continued to invest in key client-benefiting growth initiatives related to commercial banking, wealth services, and expanded our capabilities related to banking-as-a-service, automation, digital, and analytics. While we are aware of the here and now, we remain committed to balancing temporary industry and economic disruptions with investing in the long-term success of our company.

Our Board works diligently to oversee the development and execution of Synovus’ strategy and to align decisions accordingly. Further, our Board actively and regularly engages with the management team and conducts robust oversight of the Company through the Audit, Compensation and Human Capital, Corporate Governance and Nominating, and Risk Committees, enhancing our commitment to corporate governance transparency. Our Board represents a wide range of backgrounds, experiences, and perspectives, and this diversity enables our directors to contribute ongoing value to the Company and our shareholders. The trust and relationship between our Board and company leadership is strong, and we are unwavering in our commitment to ensuring long-term Board composition that is centered on engagement, oversight, and independence and that appropriately reflects our stakeholders.

Finally, as we execute on our strategic line of business initiatives, we consider our long-standing commitment to responsible corporate citizenship to be fundamental to our long-term growth and to fulfilling our purpose in every area and with every constituency we serve. We continued making impactful workforce investments and meaningful contributions to our communities and practicing good environmental stewardship and strong governance of our business. The external landscape may be dynamic in many respects, but we remain steadfast in our 135-plus year commitment of doing the right thing for our stakeholders and shareholders. To learn more about these efforts, please visit www.synovus.com/ESG.

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,

ScottAreman_Synovus_Kevin Blair_28_cropped.jpg

Kevin S. Blair

Chairman of the Board, Chief Executive Officer, and President

Tim E. Bentsen

Lead Director

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Notice of the 2024 Annual Meeting of Shareholders

Wednesday, April 24, 2024

10:00 a.m.

www.virtualshareholdermeeting.com/SNV2024

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 2024; 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 22, 2024.

Annual Report:

A copy of the 2023 Annual Report accompanies this Proxy Statement.

Virtual Event:

We will host the 2024 Annual Meeting of Shareholders, or the Annual Meeting, via webcast. If you were a shareholder of record on February 22, 2024, or you hold a valid proxy for the Annual Meeting, you may attend virtually at www.virtualshareholdermeeting.com/SNV2024 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/SNV2024 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.

This Notice of the 2024 Annual Meeting of Shareholders and the accompanying Proxy Statement are sent by order of the Board of Directors.

March 12, 2024

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
CORPORATE RESPONSIBILITY		16
DIRECTOR COMPENSATION		18
PROPOSALS TO BE VOTED ON		20
PROPOSAL 1	Election of 11 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		45
SUMMARY COMPENSATION TABLE		46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		53
DELINQUENT SECTION 16(a) REPORTS		54
SHAREHOLDER PROPOSALS AND NOMINATIONS		54
GENERAL INFORMATION		55
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, 2023 (the “2023 Annual Report”) which accompanies this Proxy Statement. You should read the entire Proxy Statement and our 2023 Annual Report carefully before voting. We are first furnishing the proxy materials to our shareholders on or about March 12, 2024. 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 24, 2024

•Location: Virtual format only via www.virtualshareholdermeeting.com/SNV2024

•Record Date: February 22, 2024

•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/SNV2024 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 22, 2024, 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/SNV2024 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 2024 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/SNV2024 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 2024; 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 11 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 2024	FOR	Page 27


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2023 Financial Performance

Synovus exhibited solid financial performance against a challenging industry environment in 2023. Bank failures and continued increases in short-term interest rates helped to drive more deposit competition, which resulted in a year-over-year decline in net interest income. However, despite these industry-wide headwinds, revenue increased 1%, while adjusted revenue* increased 3%. Our efficiency ratio-taxable equivalent of 60.01% was impacted by a FDIC special assessment, realized losses on strategic loan sales, and one-time restructuring charges associated with a voluntary early retirement program. Excluding the FDIC special assessment, our adjusted tangible efficiency ratio* of 52.70% reflects disciplined expense management.

Reported non-interest revenue declined 1%, but adjusted non-interest revenue* increased 11% on a year-over-year basis, primarily driven by continued growth in wealth management revenue as well as treasury and payments solutions-related revenue.

We executed disciplined expense management throughout the year while continuing to invest in key areas to grow the bank. We divested our asset management firm GLOBALT and sold our medical office buildings and third-party automobile loan portfolios, which improved key risk, capital, and liquidity metrics and provided expense and capital capacity to redeploy to higher return opportunities.

The overall increase in the provision for credit losses was the predominant driver of the year-over-year decline in earnings per share, or EPS. The increase in provision in 2023 was driven by higher levels of charge-offs and a nine basis point increase in our allowance for credit losses, or ACL.

We increased our common equity tier 1 capital, or CET1, ratio by 59 basis points and ended the year at 10.22%, while also improving our overall liquidity profile as reflected in both our reduced level of wholesale borrowings and overall increase in contingent liquidity. We believe our capital and liquidity positions, 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. Metrics are shown excluding the FDIC special assessment in the fourth quarter for comparative purposes.

SEC Form DEF 14A filed by Synovus Financial Corp.