Document

DEF 14A 1 synovusfinancialcorpproxy.htm DEF 14A Document

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. )

_______________


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o			Soliciting Material 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)

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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

2022 PROXY STATEMENT

TABLE OF CONTENTS

March 15, 2022

Dear Fellow Shareholder:

On behalf of the Board of Directors, we are pleased to cordially invite you to attend the 2022 Annual Meeting of Shareholders of Synovus Financial Corp. at 10:00 a.m. on Wednesday, April 27, 2022. You are receiving this invitation and this Proxy Statement as a shareholder of record as of February 24, 2022.

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/SNV2022. Details regarding how to attend the meeting online and the business to be conducted are more fully described in the accompanying Notice of the 2022 Annual Meeting of Shareholders.

Our team delivered impressive results in 2021, despite continued economic uncertainties and lingering pandemic impacts, and laid important groundwork for building an even better bank for our shareholders, clients, employees, and communities in 2022 and beyond. At our February 8, 2022 Investor Day, the first held in 15 years, members of the executive leadership team presented four strategic pillars for transforming Synovus into a more modern bank, capable of delivering innovative, differentiated experiences that meet the changing demands and expectations of clients and prospects.

During the year, we also made meaningful progress in advancing our environmental, social and governance, or ESG, strategies and initiatives. We continued fortifying the governance of our current and future ESG risks and opportunities, and further integrated key ESG considerations and disciplines into our business objectives. Indicative of our commitment to robust management of human capital at Synovus, our Compensation Committee took an expanded role in the oversight of broad-based human capital at the Company and, as such, changed its name to the Compensation and Human Capital Committee to more accurately reflect its mission. Likewise, the Risk Committee took on a more active role in overseeing ESG related risks, revising its charter to reflect the importance of ESG and sustainability from an enterprise risk perspective. And the Corporate Governance and Nominating Committee remained deeply engaged and committed to the advancement of measurable and impactful overall ESG strategy, initiatives, and framework, overseeing all of the Company’s efforts related to this fundamental area. In addition to the adoption of key statements and policies related to human rights, ethics, environmental impact, and sustainable finance, we matured both our internal reporting and external disclosure frameworks to enhance tracking, measuring, accountability and transparency, and we are focused on advancing in several priority areas in 2022 – including expanded disclosure related to human capital/diversity efforts and environmental reporting aligned with the Task Force on Climate-Related Financial Disclosure. To read more about our current ESG program and to access ongoing updates, please visit www.synovus.com/ESG.

Additionally, in April 2021, we executed on our succession plan for the role of Chief Executive Officer, working in tandem with our leadership team to manage the Company through the transition and into the next stage of transformation and innovation. Our Board was a valuable resource as we navigated this transition, and we are pleased with the seamless transfer that enabled the Synovus team to focus solely on sustainable growth, value creation, and community investment without distraction.

As always, we will continue to cultivate our service-focused culture and reputation, which are our primary competitive advantages and the foundation of your trust.

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,

Kessel D. Stelling

Executive Chairman of the Board

Kevin Blair

President and Chief Executive Officer

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Notice of the 2022 Annual Meeting of Shareholders

Wednesday, April 27, 2022

10:00 a.m.

www.virtualshareholdermeeting.com/SNV2022

Items of Business:

1.To elect as directors the 13 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 2022; 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 24, 2022.

Annual Report:

A copy of the 2021 Annual Report accompanies this Proxy Statement.

Virtual Event:

We will host the 2022 Annual Meeting of Shareholders via webcast. If you were a shareholder of record on February 24, 2022, or you hold a valid proxy for the Annual Meeting, you may attend virtually at www.virtualshareholdermeeting.com/SNV2022 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/SNV2022 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 2022 Annual Meeting of Shareholders and the accompanying Proxy Statement are sent by order of the Board of Directors.

March 15, 2022

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.

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY		1
VOTING INFORMATION		4
CORPORATE GOVERNANCE AND BOARD MATTERS		7
ENVIRONMENTAL, SOCIAL AND GOVERNANCE		16
DIRECTOR COMPENSATION		19
PROPOSALS TO BE VOTED ON		21
PROPOSAL 1	Election of 13 Directors	21
PROPOSAL 2	Approval of Synovus Advisory Vote on Compensation of our Named Executive Officers as Determined by the Compensation and Human Capital Committee	28
PROPOSAL 3	Ratification of the Appointment of the Independent Auditor	29
EXECUTIVE OFFICERS		30
STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS		31
PRINCIPAL SHAREHOLDERS		32
AUDIT COMMITTEE REPORT		33
EXECUTIVE COMPENSATION		35
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT		48
SUMMARY COMPENSATION TABLE		49
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, 2021 (the “2021 Annual Report”) which accompanies this Proxy Statement. You should read the entire Proxy Statement and our 2021 Annual Report carefully before voting. We are first furnishing the proxy materials to our shareholders on or about March 15, 2022. 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 27, 2022

•Location: Virtual format only via www.virtualshareholdermeeting.com/SNV2022

•Record Date: February 24, 2022

•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/SNV2022 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 24, 2022, or if you hold a legal proxy or broker’s proxy card for Synovus’ 2022 Annual Meeting of Shareholders, or 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/SNV2022 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 2022 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/SNV2022 and, when prompted, register as a guest in order to listen to the meeting.


Meeting Agenda

•Election of 13 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 2022; and

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


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Voting Matters


Matter	Board Vote Recommendation	Page Reference (for more information)
Election of 13 directors	FOR each director nominee	Page 21
Approval of the advisory vote on the compensation of our named executive officers as determined by the Compensation and Human Capital Committee	FOR	Page 28
Ratification of KPMG as our independent auditor for the year 2022	FOR	Page 29


2021 Financial Performance

2021 exhibited strong overall financial performance due to growth in key areas such as loans (excluding Payment Protection Program, or PPP, loans) and non-interest revenue as well as benefits from the reduction in the allowance for credit losses, or ACL. The ACL reduction was a direct result of an economy which improved from the depths of the COVID-19 pandemic beginning in 2020. While interest rates remained low during the year resulting in yield compression on earning assets, we were able to effectively mitigate this impact to net interest income through a reduction in deposit and borrowing costs and the benefits of PPP fees.

Non-interest revenue experienced strong growth in areas such as wealth management and core banking fees. While falling from 2020 levels, mortgage production also remained elevated relative to pre-pandemic levels which supported overall revenue and profitability.

As a result of effective expense management as well as benefits from Synovus Forward efficiency initiatives, we were able to tightly manage expense year over year which contributed to an overall positive operating leverage multiple on an adjusted basis.* At the end of the year, we achieved $110 million of our Synovus Forward commitment which included a combination of expense and revenue initiatives, and we remain on track to achieve a cumulative pre-tax run rate benefit of $175 million by the end of 2022.

Credit metrics remain near cycle lows with a combination of prudent risk management and improving economic conditions. Our ACL decreased $184 million, or 60 basis points (as a % of loans), to 1.21%, excluding PPP loans. This reduction in ACL resulted in a reversal of provision for credit losses of $106 million for the year.

We ended the year with a common equity tier 1 capital, or CET1, ratio of 9.50% which is in the middle of our operating range of 9.25% to 9.75%. We effectively deployed excess capital into share repurchases in 2021 and reduced our overall share count by 3% 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.


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* 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 2021 and 2020, please refer to the summary on page 35 of this Proxy Statement and our 2021 Annual Report that accompanies this Proxy Statement.


2021 Compensation

During 2021, our performance across key profitability metrics, including earnings, improved from 2020. We also made significant progress toward accomplishing our key strategic priorities for the year. Our 2021 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 President and Chief Executive Officer, received a base salary increase to $950,000, effective April 21, 2021 to reflect his promotion. The Compensation and Human Capital Committee established Mr. Blair’s salary following a review of compensation levels among CEOs at peer companies. While the Compensation and Human Capital Committee reviewed market comparisons and recognized that some cash salaries for other named executive officers were below the market median, there were no other base salary increases for the named executive officers due to the uncertain and volatile economic conditions associated with the ongoing pandemic in 2021.

Short-Term Incentives

•Consistent with prior years, our annual incentive plan included a combination of financial and strategic objectives. For 2021, the Compensation and Human Capital Committee established financial goals for adjusted earnings per share, or adjusted EPS, and adjusted return on average assets, or adjusted ROAA, as well as a component based on strategic objectives.

•The following chart summarizes the provisions of our short-term award incentive plan for 2021:


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

•Our strong financial performance in 2021 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 strategic 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 ranging from 140% to 150% of target for the named executive officers. For more information regarding the annual incentive determination, including details on the Compensation and Human Capital Committee’s review of the strategic objectives component, please see “Payout Determination” on page 42 of this Proxy Statement.


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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 2021:

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 44 of this Proxy Statement. The PSUs and RSUs are also subject to the Company’s clawback policy.

•An additional award of PSUs was made to Messrs. Blair, Holladay and Derrick as described in “Long-Term Incentive Decisions in 2021” on page 42 of this Proxy Statement.

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

•Because the economic conditions that were built into our performance measures under our long-term incentive awards for the 2019-2021 performance period did not anticipate the impact of the pandemic, we did not meet the performance thresholds for the PSUs that were granted in 2019 and all shares were forfeited.

We believe that the compensation delivered to each named executive officer in 2021 was fair, reasonable and aligned with our performance and our strategic objectives.

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 27, 2022, at 10:00 a.m., at www.virtualshareholdermeeting.com/SNV2022. 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 2021 Annual Report available to its shareholders via the Internet instead of mailing printed copies of these materials to each shareholder. On March 15, 2022, 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 2021 Annual Report. These proxy materials are being made available to our shareholders on or about March 15, 2022. The Notice also provides instructions regarding how to access your proxy card to vote through the Internet or by telephone. The Proxy Statement and 2021 Annual Report are also available on our website at investor.synovus.com/2022annualmeeting.

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 vote if you were a shareholder of record of Synovus common stock as of the close of business on February 24, 2022. 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.


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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 24, 2022, 145,468,575 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 13 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 2022.

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.


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 13 Directors

To be elected, each of the 13 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/SNV2022. 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 26, 2022. 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.


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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 26, 2022. 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/SNV2022 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 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 26, 2022 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 27, 2022 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/SNV2022 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 2022 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/2022annualmeeting. 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 3, 2022.


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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:

•Annual elections of all directors;

•Majority voting for director elections;

•On-going focus on Board refreshment, with 6 of our 13 nominees first elected or nominated to our Board within the last 5 years and 10 of our 13 nominees first elected or nominated to our Board within the last 10 years;

•Diverse Board composition, with 23% of our directors being women and 23% of our directors being persons of color;

•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 full Board and all of its committees;

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

•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

•Adoption 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 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, 2022, the following eleven directors are independent: Tim E. Bentsen; F. Dixon Brooke, Jr.; Stephen T. Butler; Elizabeth W. Camp; Pedro Cherry; Diana M. Murphy; Harris Pastides; Joseph J. Prochaska, Jr.; John L. Stallworth; Barry L. Storey; and Teresa White. 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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TABLE OF CONTENTS

Board Meetings and Attendance

The Board of Directors held ten meetings in 2021. All directors attended at least 75% of Board and committee meetings held during their tenure during 2021. The average attendance by incumbent directors at the aggregate number of Board and committee meetings they were scheduled to attend was 100%. 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’ 2021 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 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

SEC Form DEF 14A filed by Synovus Financial Corp.