syn-20250312

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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 12, 2025

Dear Fellow Shareholder:

On behalf of the Board of Directors, we are pleased to cordially invite you to attend the 2025 Annual Meeting of Shareholders of Synovus Financial Corp. at 10:00 a.m. on Thursday, April 24, 2025. You are receiving this invitation and this Proxy Statement as a shareholder of record as of February 20, 2025.

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/SNV2025. Details regarding how to attend the meeting online and the business to be conducted are more fully described in the accompanying Notice of the 2025 Annual Meeting of Shareholders.

Against a challenging industry environment and an uncertain political and regulatory landscape, we continued to focus on safety and soundness in 2024, increasing our common equity tier 1 capital ratio, improving our liquidity position through a decreased reliance on wholesale funding, and partially repositioning our securities portfolio to improve our financial performance and better position us for the future. Excluding the impact of this investment securities repositioning, we delivered EPS growth and exited the year with top quartile operating metrics.

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, which 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 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.

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 Blair_February2025-UPDATED 3-4-2025.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 2025 Annual Meeting of Shareholders

Thursday, April 24, 2025

10:00 a.m.

www.virtualshareholdermeeting.com/SNV2025

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 (Say on Pay proposal);

3.To ratify the appointment of KPMG LLP as Synovus’ independent auditor for the year 2025; 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 20, 2025.

Annual Report:

A copy of the 2024 Annual Report accompanies this Proxy Statement.

Virtual Event:

We will host the 2025 Annual Meeting of Shareholders, or the Annual Meeting, via webcast. If you were a shareholder of record on February 20, 2025, or you hold a valid proxy for the Annual Meeting, you may attend virtually at www.virtualshareholdermeeting.com/SNV2025 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/SNV2025 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 2025 Annual Meeting of Shareholders and the accompanying Proxy Statement are sent by order of the Board of Directors.

March 12, 2025

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		5
CORPORATE GOVERNANCE AND BOARD MATTERS		8
CORPORATE RESPONSIBILITY		17
DIRECTOR COMPENSATION		19
PROPOSALS TO BE VOTED ON		21
PROPOSAL 1	Election of Directors	21
PROPOSAL 2	Approval of Advisory Vote on Compensation of our Named Executive Officers as Determined by the Compensation and Human Capital Committee	27
PROPOSAL 3

SEC Form DEF 14A filed by Synovus Financial Corp.