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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 ☑        Filed by a party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

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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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND
2021 PROXY STATEMENT

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March 10, 2021
Dear Fellow Shareholder:
On behalf of the Board of Directors, we are pleased to cordially invite you to attend the 2021 Annual Meeting of Shareholders of Synovus Financial Corp. at 10:00 a.m. on Wednesday, April 21, 2021. You are receiving this invitation and this Proxy Statement as a shareholder of record as of February 18, 2021.
For your convenience and safety, 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/SNV2021 . Details regarding how to attend the meeting online and the business to be conducted are more fully described in the accompanying Notice of the 2021 Annual Meeting of Shareholders.
2020 made Synovus a stronger, better company. We demonstrated resilience throughout the year, building on our ability to innovate, execute quickly, and effectively manage day-to-day operations. With the arrival of COVID-19, we shifted priorities and resources to meet the evolving needs of team members, customers, and communities, while continuing to prepare and invest for a post-pandemic future and the return of economic growth. Our Board was actively engaged in these endeavors, consulting frequently with executive management and providing robust oversight and guidance as the company navigated unprecedented social, economic and market conditions, while remaining focused on our purpose.
During 2020, we made considerable progress on our environmental, social, and governance (ESG) initiatives, including the development of a meaningful governance process for the oversight and management of our ESG risks and opportunities and integration of ESG factors into our business strategy. As we continue to build out these efforts, we will publish our ESG commitments, results, and metrics on our new ESG website at www.synovus.com/ESG.
In December, we announced our succession plan for the roles of Chief Executive Officer and Executive Chairman of the Board, effective following the annual meeting. As we navigate this important transition in our Company and continue to focus in the days ahead on sustainable growth, value creation, and community leadership, we look forward to our continued work together in our respective capacities as Executive Chairman and Lead Director alongside Kevin Blair as our new CEO. We remain committed to sound corporate governance, a robust shareholder engagement program, and effective stewardship of your shareholder capital.
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. By lowering the printing and mailing costs and the environmental impact of our annual proxy campaign, 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 virtual meeting, 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
Chairman and Chief Executive Officer




Elizabeth W. Camp
Lead Director

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Notice of the 2021 Annual Meeting of Shareholders
Wednesday, April 21, 2021
10:00 a.m.
www.virtualshareholdermeeting.com/SNV2021
Items of Business:
1.
To elect as directors the 13 nominees named in this Proxy Statement;
2.
To approve the Synovus Financial Corp. 2021 Employee Stock Purchase Plan;
3.
To approve the Synovus Financial Corp. 2021 Director Stock Purchase Plan;
4.
To approve the Synovus Financial Corp. 2021 Omnibus Plan;
5.
To hold an advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee;
6.
To ratify the appointment of KPMG LLP as Synovus’ independent auditor for the year 2021; and
7.
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 18, 2021.
Annual Report:
A copy of the 2020 Annual Report accompanies this Proxy Statement.
Virtual Event:
We will host the 2021 Annual Meeting of Shareholders live via webcast. If you were a shareholder of record on February 18, 2021, or you hold a valid proxy for the Annual Meeting, you may attend live at www.virtualshareholdermeeting.com/SNV2021 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/SNV2021 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 2021 Annual Meeting of Shareholders and the accompanying Proxy Statement are sent by order of the Board of Directors.
March 10, 2021

Mary Maurice Young
Secretary
YOUR VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, 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
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, 2020 (the “2020 Annual Report”) which accompanies this Proxy Statement. You should read the entire Proxy Statement and our 2020 Annual Report carefully before voting. We are first furnishing the proxy materials to our shareholders on or about March 10, 2021. 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 21, 2021
Location: Virtual format only via www.virtualshareholdermeeting.com/SNV2021
Record Date: February 18, 2021
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/SNV2021 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 18, 2021, or if you hold a legal proxy or broker’s proxy card for Synovus’ 2021 Annual Meeting of Shareholders, or Annual Meeting, provided by your bank, broker, or nominee, you can attend, vote and submit questions at the Annual Meeting. To attend and participate in the Annual Meeting as a shareholder, go to www.virtualshareholdermeeting.com/SNV2021 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 the 2021 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/SNV2021 and, when prompted, register as a guest in order to listen to the meeting.
Meeting Agenda
Election of 13 directors;
Approval of the Synovus Financial Corp. 2021 Employee Stock Purchase Plan;
Approval of the Synovus Financial Corp. 2021 Director Stock Purchase Plan;
Approval of the Synovus Financial Corp. 2021 Omnibus Plan;
Advisory vote on the compensation of our named executive officers as determined by the Compensation Committee;
Ratification of KPMG LLP, or KPMG, as our independent auditor for the year 2021; and
Transaction of such other business as may properly come before the meeting.
— 2021 Proxy Statement
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PROXY STATEMENT SUMMARY

Voting Matters
Matter
Board
Vote Recommendation
Page Reference
(for more information)
Election of 13 directors
FOR each director nominee
Page 21
Approval of the Synovus Financial Corp. 2021 Employee Stock Purchase Plan
FOR
Page 27
Approval of the Synovus Financial Corp. 2021 Director Stock Purchase Plan
FOR
Page 30
Approval of the Synovus Financial Corp. 2021 Omnibus Plan
FOR
Page 33
​Approval of the advisory vote on the compensation of our named executive officers as determined by the Compensation Committee
FOR
Page 38
Ratification of KPMG as our independent auditor for the year 2021
FOR
Page 39
2020 Financial Performance
In 2020, we remained focused on areas we could control. These efforts were especially important as we faced economic headwinds from the COVID-19 pandemic and reductions in short-term interest rates to near zero in March 2020. Total adjusted revenue was stable despite those factors, with fee revenue growth, led by mortgage, and interest income from outsized participation in the Paycheck Participation Program, or PPP.
Expenses were elevated due to higher mortgage commissions, COVID-19 related expenses, and third party spend primarily associated with our Synovus Forward initiatives. We announced our Synovus Forward transformation initiative in January 2020, which includes targeted revenue and efficiency initiatives that we expect to result in a pre-tax run-rate benefit of $100 million by the end of 2021 as well as an additional $75 million in pre-tax run rate benefit by the end of 2022.
Credit metrics remain near cycle lows with a combination of prudent risk management that included a comprehensive deferral program for COVID-19 impacted borrowers as well as governmental stimulus. Our allowance for credit losses increased $371 million, or 105 basis points (to loans), to 1.81%, excluding PPP loans for the allowance for credit losses. This includes an increase of $110 million, or 30 basis points, from the adoption of the current expected credit losses accounting standard, or CECL, on January 1, 2020. While these increases negatively impacted 2020 profitability metrics, coverage ratios are significantly higher going into 2021.
We ended the year with a common equity tier 1 capital, or CET1, ratio of 9.66%, up from 8.95% the previous year and above the higher end of our CET1 operating range of 9.0% to 9.5%. Efforts to increase capital ratios over the year highlight an effective and resilient capital management program. We remain well-positioned 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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— 2021 Proxy Statement

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PROXY STATEMENT SUMMARY


(1)
For a reconciliation of the foregoing non-GAAP financial measures, please refer to Appendix E 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 2020 and 2019, please refer to the summary on page 45 of this Proxy Statement and our 2020 Annual Report that accompanies this Proxy Statement.
2020 Compensation
Despite our improvement in the key profitability metrics and other strategic priorities, our earnings performance did not meet expectations. Compensation outcomes reflected this financial and operational performance, including payouts under our annual incentive plan that were below target for 2020.
Base Salaries
Neither Kessel D. Stelling, our Chief Executive Officer, nor any of our named executive officers received a base salary increase in 2020, with one exception that took place prior to the outbreak of the pandemic. Robert W. Derrick, our Chief Credit Officer, received a 13.8% base salary increase, effective February 9, 2020, based upon market comparisons and his increased responsibilities. While the Compensation Committee reviewed market comparisons and recognized that some cash salaries were below the market median, there were no other base salary increases due to the uncertain economic conditions in 2020, consistent with other team members at Synovus who generally did not receive base salary increases in 2020.
Short-Term Incentives
We continued to offer a cash-based annual incentive plan in 2020. Consistent with prior years, our annual incentive plan included formulaic performance goals as well as several qualitative factors based on our strategic priorities that may result in discretionary adjustments.
The following chart summarizes the provisions of our short-term award incentive plan for 2020:
Form
of Award
Payout Formula
Measures
Qualitative
Adjustment
Factors
Payout
Range
Cash
Adjusted EPS (60%), Adjusted Revenue (20%), Adjusted Tangible Efficiency Ratio (20%)
Quality of Financial Results, Strategic Initiatives, External Factors, Regulatory Compliance, Risk Management, Total Shareholder Return and Individual Performance
0% to 150% of Target
Our 2020 financial results under the formulaic component of the annual incentive plan resulted in a preliminary payout of 50.85% of target. The Compensation Committee reviewed the qualitative factors it had previously approved, as well as supplemental financial analyses designed to measure the Company’s 2020 performance while accounting for plan variances related to the recessionary economic conditions. These supplemental analyses resulted in payouts that would have been at or significantly above target. After review and consideration of the qualitative factors and supplemental analyses, the Compensation Committee approved payouts at 90% of target for the named executive officers.
— 2021 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 2020:
Form
of Award
Vesting
Payout
Features
PSUs (60% of award value)
100% after 3 years
Payouts from 0% to 150% of target based upon Weighted Return on Average Tangible Common Equity and Relative Total Shareholder Return
RSUs (40% of award value)
per year over 3 years (33% per year)
Time-based vesting based upon continued employment with Synovus
The PSUs are subject to possible downward discretionary adjustment based upon risk considerations—see page 53 of this Proxy Statement. The PSUs and RSUs are also subject to our clawback policy.
Because of our stock ownership guidelines and “hold until retirement” requirements, executive officers hold a significant 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 2018-2020 performance period did not anticipate the impact of the pandemic, we did not meet the performance thresholds for the PSUs that were granted in 2018 and all shares were forfeited.
We believe that the compensation delivered to each named executive officer in 2020 was fair, reasonable and aligned with our performance and strategic objectives.
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— 2021 Proxy Statement

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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 21, 2021, at 10:00 a.m., at www.virtualshareholdermeeting.com/SNV2021. 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 2020 Annual Report available to its shareholders via the Internet instead of mailing printed copies of these materials to each shareholder. On March 10, 2021, 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 2020 Annual Report. These proxy materials are being made available to our shareholders on or about March 10, 2021. The Notice also provides instructions regarding how to access your proxy card to vote through the Internet or by telephone. The Proxy Statement and 2020 Annual Report are also available on our website at investor.synovus.com/2021annualmeeting.
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 18, 2021. 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 in person 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 or represented by proxy, in order to conduct the Annual Meeting. This is referred to as a quorum. On February 18, 2021, 148,564,129 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 Synovus’ 2021 Employee Stock Purchase Plan;
(3)
FOR the approval of Synovus’ 2021 Director Stock Purchase Plan;
(4)
FOR the approval of Synovus’ 2021 Omnibus Plan;
(5)
FOR the approval of the advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee; and
(6)
FOR the ratification of the appointment of KPMG as Synovus’ independent auditor for the year 2021.
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.
— 2021 Proxy Statement
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VOTING INFORMATION

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 6 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 in person at the Annual Meeting at www.virtualshareholdermeeting.com/SNV2021. 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 20, 2021. 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 20, 2021. 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/SNV2021 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 and proof of identification at the Annual Meeting.
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— 2021 Proxy Statement

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VOTING INFORMATION

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 20, 2021, 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 21, 2021 via a virtual format by live webcast.
To attend the Annual Meeting and participate as a shareholder, you will need to go to www.virtualshareholdermeeting.com/SNV2021 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 2021 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/2021annualmeeting. 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 April 27, 2021.
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.
— 2021 Proxy Statement
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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 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;
23% of our directors are women and 23% of our directors are persons of color;
One vote per share voting structure;
An independent Lead Director;
Audit, Compensation, Risk and Corporate Governance and Nominating Committees comprised entirely of independent directors;
Robust risk oversight by the full Board and all Board 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 by an independent third party for three of the last five years;
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;
Adoption of a clawback policy for incentive compensation paid to Synovus’ executive officers; and
Share retention/“hold until retirement” policy for executive officers.
In addition, in 2020, with the support of our shareholders, we eliminated the 10-1 voting provisions (commonly referred to as tenure voting) and certain supermajority voting requirements in our Articles and bylaws. We made these changes in light of evolving corporate governance practices and in response to feedback from our shareholders and the investor community. The Board, under the leadership of the Corporate Governance and Nominating Committee, will continue to actively monitor and consider additional changes to our corporate governance practices in 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, 2021, 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;
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— 2021 Proxy Statement

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Joseph J. Prochaska, Jr.; John L. Stallworth; Barry L. Storey; and Teresa White. Please see “Certain Relationships and Related Transactions” on page 64 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.
Board Meetings and Attendance
The Board of Directors held twelve meetings in 2020. A significant number of these meetings were held as special meetings in light of the COVID-19 pandemic and the Company’s response to the national emergency. All directors attended at least 75% of Board and committee meetings held during their tenure during 2020. The average attendance by incumbent directors at the aggregate number of Board and committee meetings they were scheduled to attend was over 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’ 2020 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 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 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
Committee
Risk
Committee
Executive
Committee
Tim E. Bentsen
Kevin S. Blair
F. Dixon Brooke, Jr.
Stephen T. Butler
Elizabeth W. Camp
Pedro Cherry
Diana M. Murphy
Harris Pastides
Joseph J. Prochaska, Jr.
John L. Stallworth
Kessel D. Stelling
Barry L. Storey
Teresa White
Chairperson
Member
Following the election of directors at the Annual Meeting, the Corporate Governance and Nominating Committee will recommend the reconstitution of the foregoing committees and appoint committee chairpersons after giving effect to any changes to the current composition of the Board.
— 2021 Proxy Statement
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Audit Committee
Synovus’ Audit Committee held eleven meetings in 2020. The Audit Committee’s report is on page 43 of this Proxy Statement. The Board has determined that all five members of the Committee are independent and financially literate under the rules of the NYSE and that each of the five 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, capital adequacy and related matters;
Reviewing and discussing with Synovus’ management and the independent auditor Synovus’ financial statements and related information, including non-GAAP financial information, 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 four meetings in 2020. 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 Committee
Synovus’ Compensation Committee held eight meetings in 2020. Its report is on page 57 of this Proxy Statement. The primary functions of the Compensation 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 officer compensation, including base salary amounts and short-term and long-term compensation;
Overseeing all compensation and benefit programs in which employees and officers 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; and
Providing oversight of Synovus’ broader talent management and diversity, equity and inclusion processes.
Information regarding the Compensation 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 Committee may delegate matters within its power and responsibility to individuals or subcommittees when it deems appropriate.
In addition, the Compensation Committee has the authority under its charter to retain outside advisors to assist the Committee in the performance of its duties. During 2020, 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;
Provide market data for base salary, short-term incentive and long-term incentive decisions; and
Advise the Compensation Committee as to best practices and market developments.
The Compensation Committee evaluated whether the work provided by Meridian raised any conflict of interest. The Compensation 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 Committee, although the Compensation Committee also directed that Meridian work with Synovus’ management to facilitate the Compensation Committee’s review of compensation practices and
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management’s recommendations. Synovus’ Interim Chief Human Resources Officer developed executive compensation recommendations for the Compensation Committee’s consideration in conjunction with Synovus’ CEO and with the advice of Meridian. Meridian did not provide any other services to Synovus during 2020.
In 2020, Synovus’ Interim Chief Human Resources Officer worked with the Chairman of the Compensation Committee to establish the agenda for committee meetings. Management also prepared background information for each committee meeting. Synovus’ Interim Chief Human Resources Officer and CEO generally attend committee meetings by invitation of the Compensation Committee. However, the Compensation 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 2020 at the request of the Compensation Committee.
Risk Committee
Synovus’ Risk Committee held eight meetings in 2020. 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;
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 is comprised of the chairpersons of the principal standing committees of the Synovus Board and Synovus Bank Board, 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 Synovus’ Board of Directors, the Executive Committee possesses and may exercise any and all of the powers of Synovus’ Board of Directors 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 of Directors, unless Board action is required by Synovus’ governing documents, law or rule. The Executive Committee did not meet in 2020.
Additional Board Oversight
In addition to the five principal standing committees, the Board formed a special committee in April 2020 to deal with the short-term liquidity and capital planning needs of the Company during the COVID-19 crisis. This committee, known as the Liquidity and Capital Committee, was comprised of members of the Risk Committee and Audit Committee (specifically, Messrs. Prochaska (Chair), Bentsen and Pastides) to provide enhanced oversight and monitoring of the Company’s liquidity and capital risk management, particularly in light of the Company’s participation in new programs initiated by the Federal Reserve and the U.S. government in response to COVID-19. In so doing, the Liquidity and Capital Committee assisted the Risk Committee and Audit Committee in the performance of its duties and responsibilities and supported increased communication and transparency between the Board and management in liquidity and capital matters at a time of increased uncertainty and volatility for the Company, the banking industry and the economy generally. The Liquidity and Capital Committee held seven meetings in 2020. Given the actions taken by management to mitigate the risks as well as improving market conditions, the committee was dissolved at the end of the year.
Compensation Committee Interlocks and Insider Participation
Messrs. Bentsen, Brooke, Butler, Prochaska and Storey and Ms. White served on the Compensation Committee during 2020. None of these individuals is or has been an officer or employee of Synovus. In 2020, 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 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 an extended off-site session annually, as appropriate, focused on a deeper dive into emerging industry trends and issues and the correlation to Synovus’ strategic direction.
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In January 2019, with the Board’s approval, Synovus launched a refreshed three-year strategic plan, 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 and as a more traditional bank moving more aggressively toward innovation. The strategy focuses not only on incremental gains, but on deliberate adjustments to our businesses and business model to drive sustained franchise value. It retains our legacy focus on our people and our customers, while embracing the acceleration of technology, digital and data capabilities that are critical to position us as a top quartile performing bank of the future. To guide our teams, we outlined six strategic areas of focus and are aligning our initiatives and execution with these areas:

In 2020, to address emerging economic headwinds, Synovus introduced Synovus Forward, a transformation program to accelerate progress in the focus areas below and to drive $100 million in incremental performance improvement by the end of 2021. The program includes a focus on building out advanced analytics capabilities, expanding digital sales channels and front to back digitization that will support business model changes, as well as modernizing our core banking technologies.

Management is continually evaluating the changes in the operating environment to incorporate new initiatives within the Synovus Forward program and as these are adopted and refined, these changes are reviewed and discussed by the Board. In January 2021, Synovus committed to realize another $75 million in pre-tax run rate performance improvement by the end of 2022 through Synovus Forward. The Board monitors the execution of the strategic plan and Synovus Forward 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
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management and compliance teams. The Risk Committee meets periodically with the Chief Risk Officer and other members of management and receives a comprehensive report on enterprise risk management and compliance matters, including management’s assessment of risk exposures (including risks related to strategy, reputation, liquidity, Synovus Forward, interest rates, LIBOR transition, credit, operations, regulatory compliance, litigation, capital management, information technology, information risk and resiliency, new and modified products, model risk management, third party vendors, M&A activity and future growth, 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, the Chairman of the Risk Committee receives updates relating to risk oversight and compliance matters from the Chief Risk Officer, the CEO, the Chief Information Security Officer, the Chief Compliance Officer and other members of management. 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 Committee oversees risks related to incentive compensation, executive and director compensation, executive succession planning, talent retention and reputational risks 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 Committee. For a discussion of the Compensation 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 55 of this Proxy Statement. 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 2020 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.
We perform comprehensive due diligence and ongoing oversight of third-party relationships, including vendors.
We are members of financial sector organizations, including the Financial Services Information Sharing and Analysis Center (FS-ISAC), which facilitates the sharing of cyber and physical threat, vulnerability, and incident information for the good of the membership.
Our information security program employs a wide variety of technologies that are intended to secure our operations and proprietary information. This in-depth defense strategy focuses on protecting our networks, systems, data, and facilities from attacks or unauthorized access. We have a dedicated Cybersecurity Fusion Center for monitoring and responding to cyber events.
We make ongoing investments in developing and enhancing our security processes and controls and in maintaining our technology infrastructure.
Synovus has a Business Continuity/Disaster Recovery program in place which is tested on a regular basis. Our Incident Response program is tested regularly, including independent third-party review and assessments.
We provide annual education and training to our Board on cybersecurity risks and awareness. We have a robust program of education for our team members on cybersecurity and social engineering to mitigate risk including required annual training, quarterly training on critical topics and bimonthly security awareness communications. We conduct exercises to test their effectiveness on a monthly basis throughout the year.
We maintain a risk management insurance policy related to our cybersecurity and information security risks which is intended to defray the costs and losses of any related loss.
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Leadership Structure of the Board
Our current Board leadership structure consists of:
Chairman of the Board and Chief Executive Officer;
An independent Lead Director;
Committees chaired by independent directors; and
Active engagement by all directors.
Our Corporate Governance Guidelines and governance framework provide the Board with flexibility to select the appropriate leadership structure for Synovus. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of Synovus’ shareholders. In accordance with Synovus’ bylaws, our Board of Directors elects our Chairman and CEO, and both of these positions may be held by the same person or may be held by two persons. Under our Corporate Governance Guidelines, the Board does not have a policy, one way or the other, on whether the roles of the Chairman and CEO should be separate and, if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee. However, our Corporate Governance Guidelines require that, if the Chairman of the Board is not an independent director, the Corporate Governance and Nominating Committee shall nominate, and a majority of the independent directors shall elect, a Lead Director. Under its charter, the Corporate Governance and Nominating Committee periodically reviews and recommends to the Board the leadership structure of the Board and, if necessary, nominates the Lead Director candidate from the independent directors. Currently, one individual serves as both our Chairman and CEO and, as a result, Synovus also has a Lead Director. The Board currently believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying Synovus’ strategy behind a single vision.
The Chairman of the Board is responsible for chairing Board meetings and meetings of shareholders, setting the agendas for Board meetings in consultation with the Lead Director and providing information to Board members in advance of meetings and between meetings.
Pursuant to Synovus’ Corporate Governance Guidelines, the duties of the Lead Director include the following:
Working with the Chairman of the Board, Board and Corporate Secretary to set the agenda for Board meetings;
Calling meetings of the independent and non-management directors, as needed;
Ensuring Board leadership in times of crisis;
Developing the agenda for and chairing executive sessions of the independent directors and executive sessions of the non-management directors;
Acting as liaison between the independent directors and the Chairman of the Board on matters raised in such executive sessions;
Chairing Board meetings when the Chairman of the Board is not in attendance;
Attending meetings of the committees of the Board, as necessary or at his/her discretion, and communicating regularly with the Chairs of the principal standing committees of the Board;
Working with the Chairman of the Board to ensure the conduct of Board meetings provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to Board members on a timely basis;
Performing such other duties as may be requested from time-to-time by the Board, the independent directors or the Chairman of the Board; and
Being available, upon request, for consultation and direct communication with major shareholders.
After careful consideration, the Corporate Governance and Nominating Committee has determined that Synovus’ current Board structure is the most appropriate leadership structure for Synovus and its shareholders at this time. Moreover, as part of the Board’s annual self-evaluation, the performance of the Chairman of the Board and Lead Director are evaluated, and the Board continues to believe that the current Board structure is appropriate and effective.
Meetings of Non-Management and Independent Directors
The non-management and independent directors of Synovus meet separately after each regularly scheduled meeting of the Board of Directors and at such other times as may be requested by the Lead Director or any director. During 2020, Ms. Camp, as Lead Director, presided at the meetings of non-management and independent directors.
Board and Committee Self-Evaluations
The Board’s annual self-evaluation is a key component of its director nomination process and succession planning. In fact, the Corporate Governance and Nominating Committee uses the input from these self-evaluations to recommend changes to Synovus’ corporate governance practices and areas of focus for the following year and to plan for an orderly succession of the Board and its committees. The Board values the contributions of directors who have developed extensive experience and insight into Synovus during the course of their service on the Board and as such, the Board does not believe arbitrary term limits on directors’ service are appropriate. At the same time, the Board recognizes the importance of Board refreshment to help ensure an appropriate balance of experience and perspectives on the Board.
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Consideration of Director Candidates
Director Qualifications
Synovus’ Corporate Governance Guidelines contain Board membership criteria considered by the Corporate Governance and Nominating Committee in recommending nominees for a position on Synovus’ Board. The Committee believes that, at a minimum, a director candidate must possess personal and professional integrity, sound judgment and forthrightness. A director candidate must also have sufficient time and energy to devote to the affairs of Synovus, must be free from conflicts of interest with Synovus, must not have reached the retirement age for Synovus directors and must be willing to make, and be financially capable of making, the required investment in Synovus’ stock pursuant to Synovus’ Director Stock Ownership Guidelines. The Committee also considers the following criteria when reviewing director candidates and existing directors:
The extent of the director’s/potential director’s educational, business, non-profit or professional acumen and experience;
Whether the director/potential director assists in achieving a mix of Board members that represents a diversity of background, perspective and experience, including with respect to age, gender, race, place of residence and specialized experience;
Whether the director/potential director meets the independence requirements of the listing standards of the NYSE and the Board’s director independence standards;
Whether the director/potential director has the financial acumen or other professional, educational or business experience relevant to an understanding of Synovus’ business;
Whether the director/potential director would be considered a “financial expert” or “financially literate” as defined in the listing standards of the NYSE or applicable law;
Whether the director/potential director, by virtue of particular technical expertise, experience or specialized skill relevant to Synovus’ current or future business, will add specific value as a Board member; and
Whether the director/potential director possesses a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust.
The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In addition to the criteria set forth above, the Committee considers how the skills and attributes of each individual candidate or incumbent director work together to create a board that is collegial, engaged and effective in performing its duties. Although the Board does not have a formal policy on diversity, the Board and the Committee believe that the background and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will contribute to Board diversity and allow the Board to effectively fulfill its responsibilities. For a discussion of the specific backgrounds and qualifications of our director nominees, see “Proposals to be Voted on: Proposal 1—Election of 13 Directors—Nominees for Election as Director” beginning on page 21 of this Proxy Statement.
Identifying and Evaluating Nominees
The Corporate Governance and Nominating Committee has two primary methods for identifying director candidates (other than those proposed by Synovus’ shareholders, as discussed below). First, on a periodic basis, the Committee solicits ideas for possible candidates from a number of sources, including members of the Board, Synovus’ executives and individuals personally known to the members of the Board. Second, the Committee, as authorized under its charter, retains at Synovus’ expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms).
The Committee will consider all director candidates identified through the processes described above, as well as any candidates identified by shareholders through the process described below, and will evaluate each of them, including incumbents, based on the same criteria. The director candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. If based on the Committee’s initial evaluation a director candidate continues to be of interest to the Committee, the Chair of the Committee will interview the candidate and communicate his or her evaluation to the other Committee members and executive management. Additional interviews are conducted, if necessary, and ultimately the Committee will meet to finalize its list of recommended candidates for the Board’s consideration.
Shareholder Candidates
The Corporate Governance and Nominating Committee will consider candidates for nomination as a director submitted by shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the Board does not believe that such a separate policy is necessary, as Synovus’ bylaws permit shareholders to nominate candidates and as one of the duties set forth in the Corporate Governance and Nominating Committee charter is to review and consider director candidates submitted by shareholders. The Committee evaluates individuals recommended by shareholders for nomination as directors according to the criteria discussed above and in accordance with Synovus’ bylaws and the procedures described under “Shareholder Proposals and Nominations” on page 65 of this Proxy Statement.
— 2021 Proxy Statement
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Communicating with the Board
Synovus’ Board provides a process for shareholders and other interested parties to communicate with one or more members of the Board, including the Lead Director, or the non-management or independent directors as a group. Shareholders and other interested parties may communicate with the Board as follows:
by writing the Board of Directors, Synovus Financial Corp., c/o General Counsel’s Office, 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901;
by telephone: (706) 644-2748; and
by email to synovusboardofdirectors@synovus.com.
Relevant communications are distributed to the Board, or to any individual director or directors, as appropriate, depending upon the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to its duties and responsibilities be excluded, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any communication that is filtered out is made available to any director upon request.
These procedures are also available in the Corporate Governance section of our website at investor.synovus.com . Synovus’ process for handling shareholder and other communications to the Board has been approved by Synovus’ independent directors.
Shareholder Engagement
Synovus and our Board believe that accountability to our shareholders is key to sound corporate governance principles, and as such, regular and transparent communication with our shareholders is essential to our long-term success. Throughout the year, members of our management team meet regularly with a significant number of our shareholders to discuss our corporate strategy, financial performance, long-term objectives, credit risks, capital management, enterprise risk management, corporate governance, ESG related matters and executive compensation. In regularly engaging with our shareholders, we provide perspective on our governance policies and executive compensation practices and seek input from these shareholders to ensure that we are addressing their questions and concerns.
Our on-going shareholder engagement program encompasses a number of initiatives, including:
Virtual meetings with our larger institutional shareholders;
In-person and virtual meetings with certain large institutional shareholders, with participation by our Lead Director and Chair of the Compensation Committee and certain other members of our Board as appropriate;
Responses to institutional and retail shareholder correspondence and inquiries;
Engagement with proxy advisory services such as Glass Lewis and ISS;
Attendance and participation at approximately six industry conferences each year;
In-person and telephonic meetings with rating agencies including Standard & Poor’s, Fitch, and Moody’s;
Regular engagement with sell-side analysts who cover Synovus to reinforce key themes related to our business strategy and financial performance. This communication helps to ensure that written reports about Synovus, including earnings projections, are reasonable and consistent with our stated objectives; and
Approximately six non-deal road shows in various geographies each year.
In 2020, our outreach efforts included contacting, virtually and telephonically, many of Synovus’ largest shareholders, representing approximately 88% of our active institutional investors or 40% of our total ownership base. This allowed us to better understand and address shareholder questions and concerns related to such issues as the pandemic, Synovus Forward and our long-term growth strategy. Feedback and perspectives shared during these engagement meetings were discussed by executive management and the Board and influenced several changes and disclosure enhancements. In addition, we updated our website disclosure with respect to certain ESG-related matters in an effort to improve investor access to key information about our evolving ESG practices and oversight.
We look forward to continued enhancement of our shareholder engagement program in 2021. We are committed to an open dialogue where investor views and priorities may be gathered and discussed, thereby informing and guiding a deliberative decision-making process with a diverse shareholder base in mind.
Recent ESG Enhancements
Our Purpose and Value Proposition
Our purpose is to be the bank that leads and strengthens our communities and serves the needs of our customers through real, personal relationships. Our foundational value proposition is relationship banking delivered through expert banking and financial service experts committed to an exceptional customer experience.
As part of our purpose and value proposition, the Board is fully engaged in the Company’s ESG-related strategy, initiatives and policies. In January 2020, the Corporate Governance and Nominating Committee amended its charter to include oversight responsibility for these strategies, and we
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launched a management-level committee, known as the ESG Oversight Council, in the second quarter of 2020, which reports to the Corporate Governance and Nominating Committee. The ESG Oversight Council is comprised of key internal ESG stakeholders, including representatives of legal, investor relations, credit, facilities, vendor procurement, human resources, compliance and risk management, among others, as well as our Lead Director as an advisory member. In addition, we conducted an extensive discovery process to identify ESG risks and opportunities and made progress in our ESG reporting and disclosure, including closer alignment with the Sustainable Accounting Standards Board’s Accounting Standards for Commercial Banks. Moreover, we published an ESG website in January 2021, and our Chief Executive Officer, who will transition to the role of Executive Chairman on April 21, 2021, will focus his time in part on developing and advancing our ESG activities and initiatives. We believe that this structure and the process improvements best position us to monitor, manage and oversee all ESG-related risks and opportunities within the Company.
Our Sustainability Commitments
Environmental
Energy efficiency and conservation: Our conservation and energy efficiency efforts in 2020 included fitting approximately 25% of our branches and offices with LED lighting and fitting most of our buildings with automatic lighting fixtures to adapt to room activity and avoid excess energy. We are working to reduce our energy footprint by upgrading hardware, including replacement of more energy intensive desktop computers with new laptops.
Environmental lending, investments and considerations: We had more than $165 million in solar energy loans outstanding as of year-end 2020, and renewable energy credits earned in the year totaled more than $12 million. Moreover, our loan policies consider a customer’s practices and policies related to environmental issues as part of the credit underwriting process. Our environmental procedures are administered by a third party with expertise in environmental due diligence.
Social Capital
Community relations and philanthropy: Team members and leaders serve on charitable organizations and support community endeavors throughout our footprint. In 2020, Synovus team members volunteered approximately 24,000 hours through 4,200 Here Matters opportunities. Team member and company contributions totaled more than $1 million to United Way chapters throughout our footprint, and team members provided $110,500 in scholarships to 132 students through the Jack Parker Scholarship Fund. Philanthropic giving surpassed $3.0 million to more than 500 non-profits and other agencies across our footprint.
Financial education: In 2020, Synovus team members invested 270 hours in financial literacy education at five schools in our hometown of Columbus, Georgia. Team members also invested nearly 100 hours with students who participate in the Columbus Mayor’s Summer Youth Employment Program, and approximately 40 hours with service members at Fort Benning.
Access, affordability, and financial inclusion: Synovus Mortgage has committed $400 million to an Affordable Mortgage Program, with approximately $370 million funded through the end of 2020. Synovus made 426 community development loans in 2020 (including PPP loans) totaling approximately $709 million, and our affordable housing team made more than $110 million in project loans and more than $100 million in tax credit equity. We also have affordable housing specialists throughout our footprint focused solely on financial education and mortgage loan origination. Our most recent Community Reinvestment Act rating, from November 2017, was “Satisfactory.” We partner with Operation Hope to provide financial literacy and credit counseling to those in need, and our consumer products include no-fee retail checking options and a range of other products with flexible fee structures. As a buyer of goods and services, it is the policy of Synovus to engage a diverse network of vendors, including qualified minority vendors.
Small Business Lending: We are focused on supporting small businesses throughout our communities. Synovus made approximately 19,000 PPP loans totaling nearly $2.9 billion in 2020. Through the end of 2020, PPP loan forgiveness totaled approximately $540 million for around 3,100 loans. With the re-authorization and extension of PPP in 2021, we had over 8,000 new loan requests totalling $1 billion as of February 24, 2021. Finally, our bankers and team members remain very active and engaged in supporting the business community through their involvement with over 100 chambers of commerce, which we support through sponsorships, programs and activities.
Human Capital
Culture and workplace: Synovus has been recognized by Forbes as one of America’s best employers for women and by the AJC as a top workplace in Atlanta in 2020 and 2021. We strive to provide competitive compensation and benefits that meet the varying needs of our team members, including market- competitive pay, healthcare benefits, short and long-term incentive packages, an employee stock purchase plan, tuition assistance, and wellness and employee assistance programs. Our short and long-term incentive programs are aligned with our strategy and key business objectives and are intended to motivate strong performance.
Synovus is committed to attracting and retaining the brightest and best talent. Of the approximately 1,200 open positions filled in 2020, 43% were filled by internal hires. In addition, employee turnover for 2020 was 15.5%, 4% lower than in 2019. Approximately 10% of our workforce received a promotion in 2020, consisting of 67% females and 30% people of color. Our commitment to our employees has resulted in a long-term workforce, with an average tenure of 8 years of service. We attribute our ability to attract and retain talent to several factors, including impactful work that affects the communities in which our employees live, strong leadership, availability of career advancement opportunities and competitive and equitable total rewards.
Synovus has created internal programs to support the development and retention of our employees, including internal development programs designed to train our leaders. In 2020, over 200 courses were offered to employees on such topics as leadership, compliance and professional development and an average of approximately 27 hours of training per employee was completed. During 2020, we also communicated new leadership expectations and training development tools for our employees and launched a new leadership development program. Synovus supports
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CORPORATE GOVERNANCE AND BOARD MATTERS

our employees’ involvement in external development programs, such as specialty banking schools and other technical training. As a part of our learning and development program, Synovus offers a tuition assistance program for employees seeking undergraduate and graduate degrees and other continuing educational programs.
In addition, we regularly conduct employee engagement surveys and touchpoints to gauge employee satisfaction. We have a strong policy against sexual harassment that extends to all inappropriate and unlawful conduct, regardless of its form and where or when it occurs, including conduct that occurs away from work and all forms of electronic communications, such as social media posts, text messages, or email. Any conduct believed to be in violation of the policy may be reported anonymously to our Ethics Hotline.
Diversity, Equity and Inclusion (DE&I): The Board is committed and focused on creating and maintaining a diverse, equitable and inclusive work force as part of its sustainable, long-term growth strategy. Since launching our CEO-sponsored initiative in 2018, we have continued our work to increase minority representation in the Company and female and minority representation in senior leadership and to improve inclusiveness. In addition to revising job posting guidelines, enhancing leadership training related to unconscious bias and hiring a diversity and inclusion officer who reports directly to the Chief Strategy and Customer Experience Officer, Synovus has continued to make progress toward our DE&I objectives in 2020, as seen in the graph below.


Moreover, we set and published targets of 40% female and 15% people of color in senior leadership by the end of 2021.
During 2020, we established an internal advisory council to the CEO, comprised of certain senior African American leaders, to assist and advise executive management on racial equality issues and opportunities. We expanded our campus recruiting efforts and scholarship programs, recruiting at Latinx organizations and additional historically black colleges and universities and funding a $1.0 million contribution to the United Negro College Fund for the establishment of a scholarship for African American students in our footprint. We also revitalized our internship and accelerated banker recruiting and selection process in 2020, having an intern class that was 26% people of color and 26% female and an accelerated banker class that was 33% people of color and 44% female.
As to the existing workforce, in 2020, we focused on making continued foundational progress toward increasing DE&I, launching five employee resource groups to assist with talent acquisition, development and community outreach, increasing the internal dialogue through fireside chats and listen and learn events, enhancing unconscious bias training across the organization and developing robust DE&I strategies across each business unit. We also required our executive management team to make DE&I self-assessments for the year 2020.
In 2020, the Compensation Committee launched an initiative to analyze ethnicity pay, and we are in the process of completing that analysis. In 2021, we will refresh our gender pay analysis to augment the pay equity work of 2018 and 2019.
Additional Information about Corporate Governance
Synovus has adopted Corporate Governance Guidelines which are regularly reviewed by the Corporate Governance and Nominating Committee. We have also adopted a Code of Business Conduct and Ethics which is applicable to all directors, officers and employees. In addition, we maintain procedures for the confidential, anonymous submission of any complaints or concerns about Synovus, including complaints regarding accounting, internal accounting controls or auditing matters. Shareholders may access Synovus’ Corporate Governance Guidelines, Code of Business Conduct and Ethics, each committee’s current charter, procedures for shareholders and other interested parties to communicate with the Lead Director or with the non-management or independent directors individually or as a group and procedures for reporting complaints and concerns about Synovus, including complaints concerning accounting, internal accounting controls and auditing matters, in the Corporate Governance section of our website at investor.synovus.com.
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DIRECTOR COMPENSATION  
Director Compensation Program
The Compensation Committee is responsible for the oversight and administration of the Synovus director compensation program. The Compensation Committee reviews the director compensation program annually with the assistance of its independent compensation consultant, who provides a report evaluating the program relative to peer and broader market practices. The following is a description of the director compensation program for 2020.
Cash Compensation of Directors
As reflected in the “Fees Earned or Paid in Cash” column of the Director Compensation Table, during 2020, non-management directors of Synovus received an annual cash retainer of $55,000, with
Audit Committee and Risk Committee members receiving an additional cash retainer of $15,000 (with the Chairpersons of these committees also receiving an additional cash retainer of $15,000);
Compensation Committee and Corporate Governance and Nominating Committee members receiving an additional cash retainer of $10,000 (with the Chairpersons of these committees also receiving an additional cash retainer of $10,000); and
the Lead Director receiving an additional cash retainer of $25,000.
Members of the Executive Committee and members of the Liquidity and Capital Committee did not receive any additional compensation for their service on those committees. In addition, directors who are employees of Synovus do not receive any additional compensation for their service on the Board.
By paying directors an annual retainer, Synovus compensates each director for his or her role and judgment as an advisor to Synovus, rather than for his or her attendance or effort at individual meetings. In so doing, directors with added responsibility are recognized with higher cash compensation. For example, members of the Audit Committee and Risk Committee receive a higher cash retainer based upon the enhanced duties, time commitment and responsibilities of service on those committees. The Board believes that this additional cash compensation is appropriate. In addition, directors may from time to time receive compensation for serving on advisory committees of the Synovus Board.
The members of the Board are compensated each April for their service on the Board from the date of the annual meeting to the following year’s annual meeting. As such, the Board was compensated in 2020 for the full year of service for the period from April 22, 2020 through April 21, 2021.
Directors may elect to defer all or a portion of their cash compensation under the Synovus Directors’ Deferred Compensation Plan. The Directors’ Deferred Compensation Plan does not provide directors with an “above market” rate of return. Instead, the deferred amounts mirror the return of one or more investment funds selected by the director. In so doing, the plan is designed to allow directors to defer the income taxation of a portion of their compensation and to receive an investment return on those deferred amounts. All deferred fees are payable only in cash. Dr. Pastides and Mr. Storey each elected to defer his 2020 cash compensation under this plan.
Equity Compensation of Directors
During 2020, non-management directors also received awards of restricted stock units under the Synovus 2013 Omnibus Plan. On April 21, 2020, the Board approved grants of 5,054 restricted stock units ($85,000 grant date fair market value) to the non-management members of the Board elected on April 22, 2020 to serve as directors for a term ending on April 21, 2021. The director restricted stock units become fully vested and transferable upon the earlier to occur of the completion of three years of service following the grant date and the date the holder reaches mandatory retirement, as set forth in the Corporate Governance Guidelines. These restricted stock unit awards are designed to create equity ownership and to focus directors on the long-term performance of Synovus.
Synovus’ 2011 Director Stock Purchase Plan is a non-qualified, contributory stock purchase plan pursuant to which qualifying Synovus directors may purchase, with the assistance of contributions from Synovus, presently issued and outstanding shares of Synovus stock. Under the terms of the Director Stock Purchase Plan, qualifying directors may elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and Synovus contributes an additional amount (equal to 15% of the directors’ cash contributions in 2020). Participants in the Director Stock Purchase Plan are fully vested in all shares of Synovus stock purchased for their benefit under the Plan and may request that the shares purchased under the Plan be released to them at any time. Synovus’ contributions under this Plan are included in the “All Other Compensation” column of the Director Compensation Table below. Synovus’ contributions under the Director Stock Purchase Plan provide directors the opportunity to buy and maintain an equity interest in Synovus and to share in the capital appreciation of Synovus.
Director Stock Ownership Guidelines
Synovus’ Corporate Governance Guidelines require all directors over time to accumulate shares of Synovus stock equal in value to at least five times the value of their annual retainer. Directors have five years to attain this level of total stock ownership, but must attain a share ownership threshold of one times the amount of the director’s annual retainer within three years. These stock ownership guidelines are designed to align the interests of Synovus’ directors to that of Synovus’ shareholders and the long-term performance of Synovus. The restricted stock unit awards to directors and Synovus’ contributions under the Director Stock Purchase Plan assist and facilitate directors’ fulfillment of their stock ownership requirements. All of Synovus’ directors were in compliance with the guidelines as of December 31, 2020.
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DIRECTOR COMPENSATION  

Director Compensation Table
The following table summarizes the compensation paid by Synovus to non-management directors for the year ended December 31, 2020.
Name**
Fees Earned or
Paid in Cash ($)(1)
Stock
Awards ($)(2)
All Other
Compensation ($)
Total ($)
Tim E. Bentsen
$105,000
$85,000
$3,000(3)
$193,000
F. Dixon Brooke, Jr.
80,000
85,000
7,000(3)(4)
172,000
Stephen T. Butler
75,000
85,000
7,800(3)(4)
167,800
Elizabeth W. Camp
115,000
85,000
1,500(3)
201,500
Pedro Cherry
41,722
8,700(3)(4)
50,422
Diana M. Murphy
80,000
85,000
3,000(3)
168,000
Harris Pastides
95,000
85,000
14,550(3)(4)
194,550
Joseph J. Prochaska, Jr.
110,000
85,000
195,000
John L. Stallworth
80,000
85,000
3,400(3)(4)
168,400
Barry L. Storey
75,000
85,000
7,025(4)
167,025
Teresa White
80,000
85,000
165,000
**Messrs. Stelling and Blair did not receive any additional compensation for serving as directors. Their 2020 compensation is described under the Summary Compensation Table found on page 58 of this Proxy Statement.
(1)
For each director other than Mr. Cherry, reflects fees paid in 2020 for service on the Board from April 22, 2020 to April 21, 2021. For Mr. Cherry, reflects pro rata fees paid for service on the Board from his appointment on September 17, 2020 to April 21, 2021.
(2)
The grant date fair value of the 5,054 shares of restricted stock units awarded to each director other than Mr. Cherry in 2020 was approximately $85,000 as determined in accordance with FASB ASC Topic 718. For a discussion of the restricted stock units reported in this column, see Note 17 of the Notes to the Audited Consolidated Financial Statements in the 2020 Annual Report. As of December 31, 2020, each of the directors, other than Mr. Cherry and Ms. White, held 9,299 restricted stock units. Ms. White held 7,740 restricted stock units as of December 31, 2020. Mr. Cherry did not hold any restricted stock units as of December 31, 2020 since he was elected to the Board later in the year.
(3)
Includes contributions made by Synovus under Synovus’ Director Stock Purchase Plan of the following amounts for the following directors: $1,200 for Mr. Cherry, $1,500 for Ms. Camp, $3,000 for Ms. Murphy and each of Messrs. Bentsen, Brooke, Butler, Pastides, and Stallworth. As described more fully above, qualifying directors may elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and in 2020, Synovus contributed an additional amount equal to 15% of the directors’ cash contributions under the plan.
(4)
Includes compensation of $4,000 for Mr. Brooke, $4,800 for Mr. Butler, $7,500 for Mr. Cherry, $11,550 for Dr. Pastides, $400 for Mr. Stallworth and $7,025 for Mr. Storey for service as an advisory director of certain of Synovus’ market advisory boards.
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PROPOSALS TO BE VOTED ON
Proposal 1
Election of 13 Directors
Number
Pursuant to Synovus’ bylaws, the Board shall consist of not less than 8 nor more than 25 directors, with such number to be set either by the Board or shareholders representing at least a majority of the votes entitled to be cast by the holders of all of Synovus’ issued and outstanding shares. Currently, the size of the Board is set at 13 members. Proxies cannot be voted at the Annual Meeting for a greater number of persons than the 13 nominees named in this Proxy Statement.
Nominees for Election as Director

The 13 nominees for director named in this Proxy Statement were selected by the Corporate Governance and Nominating Committee based upon a review of the nominees and consideration of the director qualifications described under “Corporate Governance and Board Matters—Consideration of Director Candidates—Director Qualifications” on page 15 of this Proxy Statement and described below. With respect to the nomination of continuing directors for re-election, the Corporate Governance and Nominating Committee also considers the individual’s contributions to the Board and its committees. Each of the nominees currently serves as a director. The nominees have extensive experience in banking and financial services as well as insurance, investment management, operations, commercial real estate, risk management, and accounting. In addition, each of the nominees has:

Demonstrated business acumen and financial literacy;

A high degree of engagement and commitment;

A reputation for high integrity, judgment, professionalism and adherence to high ethical standards;

Extensive experience in the public, private or not-for-profit sectors;

Leadership and expertise in their respective fields;

Strategic thinking; and

Involvement in educational, charitable and community organizations.
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PROPOSALS TO BE VOTED ON

Our directors also have a wide range of other qualifications, skills and experiences that align with our long-term corporate strategy. The following matrix provides information regarding these qualifications and attributes which our Board believes are relevant to our business and industry. The matrix does not encompass all of the qualifications, skills and experiences of our directors, and the fact that a particular attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular attribute with respect to any of our directors does not mean that the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board. In addition, directors gain substantial experience through Synovus Board service, which involves significant exposure to the complex regulations and changing landscape of the banking industry.

The following table sets forth information regarding the 13 nominees for election to the Board.
Name
Age
Year First
Elected Director
Principal Occupation
Committees
Tim E. Bentsen
67
2014
Partner, Retired, KPMG
E, A, C (Chair), R
Kevin S. Blair
50
2020
President and Chief Operating Officer, Synovus Financial Corp.
-
F. Dixon Brooke, Jr.
73
2017
Chief Executive Officer and President, Retired, EBSCO Industries, Inc.
A, C
Stephen T. Butler
70
2012
Chairman of the Board and Chief Executive Officer, Retired, W.C. Bradley Company
C, CGN
Elizabeth W. Camp
69
2003
President and Chief Executive Officer, DF Management, Inc.
E, CGN (Chair), R
Pedro Cherry
50
2020
President and Chief Executive Officer, Atlanta Gas Light and Chattanooga Gas
A, R
Diana M. Murphy
64
2017
Managing Director, Rocksolid Holdings, LLC
A, CGN
Harris Pastides
67
2014
President, Retired, University of South Carolina
E, CGN, R (Chair)
Joseph J. Prochaska, Jr.
70
2011
Executive Vice President and Chief Accounting Officer, Retired, MetLife, Inc.
E, A (Chair), C, R
John L. Stallworth
68
2017
Partner, Genesis II
CGN, R
Kessel D. Stelling
64
2010
Chairman of the Board and Chief Executive Officer, Synovus Financial Corp.
E (Chair)
Barry L. Storey
61
2013
Principal, BLS Holdings Group, LLC
C, CGN
Teresa White
54
2019
President, Aflac US
C, R
A:
Audit Committee
C:
Compensation Committee
CGN:
Corporate Governance and Nominating Committee
E:
Executive Committee
R:
Risk Committee
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The business experience and other specific skills, attributes and qualifications of each of the nominees is as follows:

Tim E. Bentsen is a former audit partner and practice leader of KPMG, a U.S. based global audit, tax and advisory services firm, a position he retired from in 2012. Over his 37 years with KPMG, he served as an audit partner for numerous banks and other financial services companies and served in a variety of leadership roles, including Southeast Area Managing Partner and Atlanta office Managing Partner. Mr. Bentsen also served on national leadership teams for the financial services and audit practice as well as on the firm’s national Operations Committee. In addition, he served as an account executive for many of the largest audit and non-audit clients in the Southeast where he had extensive involvement with audit committees and served as the lead partner for tax and advisory services including risk, regulatory, internal audit and operational services for a Top 10 U.S. bank. Mr. Bentsen has been a frequent speaker on corporate governance matters across the country and served in a leadership role for KPMG’s Audit Committee Institute and as an organizer and faculty member for the University of Georgia’s Directors’ College for over ten years. Mr. Bentsen currently serves on the board of directors of CatchMark Timber Trust, Inc., a public timberland real estate investment company, and is the chair of its audit committee and a member of its finance committee. Previously, he served as a member of the board of trustees and audit committee of Ridgeworth Funds, a mutual fund complex, and on the board of Krispy Kreme Doughnuts, Inc., a company specializing in sweet treats and complementary products, prior to that company going private. Mr. Bentsen was a faculty member at the J.M. Tull School of Accounting at the University of Georgia from 2012 to 2018 and is a member of the board of directors of the Atlanta chapter of the National Association of Corporate Directors, or NACD. He holds a bachelor’s degree in business administration from Texas Tech University. Mr. Bentsen practiced as a certified public accountant for 40 years. His extensive audit and accounting experience in the financial services industry coupled with his corporate governance, risk management and financial acumen enhances the Board’s knowledge in these areas.
 

Kevin S. Blair is the President and Chief Operating Officer of Synovus. He was elected President and Chief Operating Officer in December 2019, having served as Senior Executive Vice President and Chief Operating Officer from December 2018 until December 2019. He will succeed Mr. Stelling as Chief Executive Officer on April 21, 2021. He joined Synovus in August 2016 and served as Executive Vice President and Chief Financial Officer until he became Chief Operating Officer in 2018. Prior to that time, Mr. Blair served as Corporate Treasurer of SunTrust Bank and served in various leadership roles in such areas as credit risk management, corporate strategy, finance and line management during his nearly 20-year career with SunTrust. He began his banking career at Signet Bank in Richmond, Virginia in 1995, having received a bachelor’s degree in economics and management from James Madison University and a master’s degree in business from George Washington University. Mr. Blair serves on the boards of such non-profit organizations as the United Way of the Chattahoochee Valley, the Georgia Research Alliance and the Columbus Chamber of Commerce. Mr. Blair’s extensive banking experience in the Southeast and his first-hand knowledge of our lines of business and corporate strategy provide our Board a valuable resource for understanding the day-to-day operations and strategic direction of the Company and the industry.
 

F. Dixon Brooke, Jr. is the former President and Chief Executive Officer of EBSCO Industries, Inc., a privately owned company based in Birmingham, Alabama with a diverse range of businesses, including information services, publishing and digital media, outdoor products, real estate, manufacturing and general services, with operations in 23 countries and with approximately $2.7 billion in annual revenues. Mr. Brooke served as President and CEO of EBSCO for over eight years and served in various other leadership capacities during his 40 years of service with the company. Mr. Brooke currently serves as Chairman of the Board of our Birmingham market advisory board, having served on that board since its inception over 30 years ago. Mr. Brooke also serves as a director of EBSCO and McWane, Inc., as a member of the audit and executive committees of EBSCO, and as a director of such non-profit boards as the Alabama Wildlife Federation, the Alabama Symphony Orchestra, and the Boy Scouts of America, Central Alabama Council. He holds a bachelor’s degree in business administration from Auburn University. Mr. Brooke’s extensive business expertise, executive leadership and his long-term experience and understanding of our banking organization provide the Board with a valuable resource related to corporate strategy and risk management.
 

Stephen T. Butler is the former Chairman of the Board and Chief Executive Officer of W.C. Bradley Co., a private consumer products and real estate company based in Columbus, Georgia. He retired as Chairman of the Board in April 2018, having held that position since 1987. Prior to that time and for 21 years, Mr. Butler served as Chief Executive Officer of W.C. Bradley Co. where he was responsible for the oversight and development of the company’s mass market home and leisure product businesses through acquisitions and new product introductions and the development of various real estate projects throughout Columbus, Georgia. Mr. Butler currently serves as Chairman of the Board of our Columbus market advisory board and on the boards of various civic and non-profit companies, including The Bradley-Turner Foundation and Brookstone School. He attended Vanderbilt University and Columbus State University and completed the Harvard Advanced Management Program. Mr. Butler’s extensive leadership experience with a diversified company enhances the Board’s understanding of corporate strategy, succession planning, compensation practices and risk management, among other things.
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PROPOSALS TO BE VOTED ON

 

Elizabeth W. Camp is President and Chief Executive Officer of DF Management, Inc., a private investment and commercial real estate management company, a position she has held since 2000. Previously and for 16 years, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company. Before its sale in 2000, Camp Oil developed and operated convenience stores, truck stops and restaurants in nine states. Ms. Camp’s background also includes experience as a tax accountant with a major accounting firm and an attorney in law firms in Atlanta and Washington, D.C. Ms. Camp holds a bachelor’s degree in accounting and a law degree from the University of Georgia, as well as a master’s degree in taxation from Georgetown Law Center. Ms. Camp is a current director or trustee on the boards of several non-profit organizations, including the Woodruff Arts Foundation, the Atlanta chapter of the NACD, and the Boy Scouts of America, Atlanta Area Council. She has received the designation of a Board Leadership Fellow by the NACD and is an independent member of the board of directors of Genuine Parts Company, a public company engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials, where she serves on its audit committee. Ms. Camp also serves on the board of Intelligent Systems Corporation, a public technology company, and is currently on its audit and compensation committees. Previously, Ms. Camp served as a director of Blue Cross Blue Shield of Georgia from 1992 to 2001. She is our Lead Director and the Chairman of our Corporate Governance and Nominating Committee. Ms. Camp’s background as an executive officer and her expertise in accounting, tax and legal matters provides expertise in management and auditing as well as leadership skills to our Board.
 

Pedro P. Cherry is the President and Chief Executive Officer of Atlanta Gas Light and Chattanooga Gas, overseeing all aspects of operations for the two regional natural gas utilities and subsidiaries of Southern Company, a public company and one of the nation’s largest generators of electricity. He has held that position since August 2020. In addition to his current role at Atlanta Gas Light and Chattanooga Gas, he serves as a member of the Southern Company Gas Management Council and on the board of directors of Southern Company Gas Charitable Foundation. From February 2017 to August 2020, Mr. Cherry served as Executive Vice President of Customer Service and Operations of Georgia Power, the largest subsidiary of Southern Company. From April 2015 to February 2017, he served as Senior Vice President of the Metro Atlanta Region of Georgia Power. From 2006 to 2015, Mr. Cherry served in various other leadership positions within the Southern Company family of companies, including Metro West Region manager and Vice President of Community and Economic Development of Georgia Power. Prior to 2006, he spent nine years in finance-related leadership positions, including Chief Financial Officer - International Division, with Southern Energy Inc., a Southern Company subsidiary that later became Mirant Corp. He began his career as an engineering and business analyst for Carolina Power and Light Corp. In addition to his current role at Atlanta Gas Light and Chattanooga Gas, Mr. Cherry serves on the advisory board of Synovus’ banking division in North Georgia. He also serves on the boards of Zoo Atlanta, Georgia Tourism Foundation, Boys and Girls Club – Southeast Region, Clark Atlanta University and Leadership Atlanta. Mr. Cherry’s extensive leadership experience within finance operations and customer service divisions of a complex public organization provides our Board with a valuable resource and perspective.
 

Diana M. Murphy is the Managing Director of Rocksolid Holdings, LLC, a private equity firm focused on small businesses and real estate in the Southeast. She is a Past President of the United States Golf Association, serving for seven years on its Executive Committee and as the Vice President and Treasurer for the organization. From 2012 to 2015, Ms. Murphy was Managing Director of the Georgia Research Alliance Venture Fund, a private equity firm invested in early-stage technology and life science companies created out of the state’s research universities. She also served for eleven years as the Managing Director of Chartwell Capital Management Company, a private equity firm located in Jacksonville, Florida, and fifteen years as the Senior Vice President and Chief Revenue Officer of The Baltimore Sun Company. Ms. Murphy holds a bachelor’s degree in business from West Virginia University and an executive management degree from Northwestern University. She currently serves as the non-executive Chairman of the Board of Landstar System, Inc., a public company that provides integrated transportation management solutions worldwide, chairs its nominating and corporate governance committee and serves on its audit committee, compensation committee, safety and risk committee and strategic planning committee. Ms. Murphy served as the Lead Independent Director of Landstar from 2012 to 2015. Until mid-2020, she also served as a public company director of CTS Corporation. Ms. Murphy serves on a number of other boards, both private and charitable, including the board of the Boys and Girls Club of Southeast Georgia and the College of Coastal Georgia Foundation and the advisory board of Synovus’ Sea Island market. Ms. Murphy’s extensive experience and leadership of the boards of publicly-traded companies, along with her business acumen, management experience and risk management expertise in private equity, well qualify her to serve on our Board.
 
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PROPOSALS TO BE VOTED ON


Harris Pastides is the President Emeritus of the University of South Carolina. He served as President from August 2008 to July 2019. From 2003 to 2008, Dr. Pastides served as vice president for research and health sciences and dean of the Arnold School of Public Health and as executive director of the South Carolina Research Foundation. He joined the University of South Carolina in 1998 as Dean of the School of Public Health and as a professor of epidemiology. Dr. Pastides played a key role in the establishment of Health Sciences South Carolina, a consortium of the state’s research universities and leading hospital systems, and an integral part in the development of Innovista, the university’s 500-acre innovation and research district. Prior to joining the University of South Carolina, Dr. Pastides held various positions at the University of Massachusetts at Amherst for over 13 years, including professor of epidemiology and chairman of the department of biostatistics and epidemiology. He serves on the board of trustees of the American Medical Association and as a member of our local advisory board in South Carolina. In addition, Dr. Pastides has served on a number of professional organizations and civic boards, including the South Carolina Governors School for the Arts and Humanities, S.C. River Alliance, the Council on Research Policy and Graduate Education and EngenuitySC. He received a master’s in public health, a master’s of philosophy degree in epidemiology and his doctorate degree from Yale University and a bachelor’s degree from the University of Albany, State University of New York. Dr. Pastides is a former Fulbright senior research fellow and has received numerous other professional awards and recognitions for his research work and leadership, including recognition as the South Carolina Chamber of Commerce Public Servant of the Year, the Ellis Island Medal of Honor, the Chief Executive Leadership Award from the Council for Advancement and Support of Education and the Richard Allen award from Allen University. His experience in management and complex organizations and his background in research, innovation and education provide our Board with leadership and consensus-building skills on a variety of matters, including corporate governance and risk management.
 

Joseph J. Prochaska, Jr. is the former Executive Vice President and Chief Accounting Officer of MetLife, Inc., a public insurance and financial services company, a position he held from 2005 until his retirement in 2009. From 2003 to 2005, he served as MetLife’s Senior Vice President and Chief Accounting Officer. From 1992 to 2003, Mr. Prochaska served in various executive leadership positions at Aon Corporation, including Senior Vice President and Controller, Executive Vice President and Chief Financial Officer of Aon Group, Inc. and President of Aon’s Financial Services Group. From 1975 to 1992, he served in various executive leadership positions at Shand, Morahan & Co., Inc. and Evanston Insurance Company, including Chief Financial Officer, Chairman and Chief Executive Officer. In addition, Mr. Prochaska’s background includes experience with a major accounting firm in Chicago, Illinois as a certified public accountant. He holds a bachelor’s degree in accounting from the University of Notre Dame. Mr. Prochaska currently serves on the board of several private companies and is a member of the audit committee for one of these companies. He has also received the designation of a Governance Fellow by the NACD and in 2018, was named to the NACD Directorship 100. Mr. Prochaska’s accounting experience in the financial services industry, his integral involvement in the day-to-day accounting and risk management practices of large global public companies and his compensation and insurance expertise provide our Board with a valuable resource.
 

John L. Stallworth is a partner of Genesis II, a family investment and philanthropic partnership, and the Chairman of the John Stallworth Foundation, a private foundation created in 1980 to provide college scholarships to students attending college in the state of Alabama. From 1986 to 2006, Mr. Stallworth was the President and Chief Executive Officer of Madison Research Corporation, or MRC, a private company engaged in engineering services and technology support for the defense industry. Prior to its sale in 2006, MRC employed 650 employees, had annual sales of $75 million and operated in seven states, including Alabama, Florida, Georgia, South Carolina and Tennessee. Mr. Stallworth is also retired from professional football, having played for the Pittsburgh Steelers for fourteen seasons. In 2002, he was inducted into the Pro Football Hall of Fame. Since 2009, Mr. Stallworth has been a partial owner of the Pittsburgh Steelers. In addition to his work with the John Stallworth Foundation, Mr. Stallworth serves on a number of charitable and private boards, including the advisory board of Synovus’ Huntsville market. He has also been an instrumental leader in the development and revitalization efforts of Huntsville’s downtown. Mr. Stallworth’s background and considerable business experience, along with his leadership, economic development, civic and educational involvement, enhances our Board’s knowledge in these areas.
 
— 2021 Proxy Statement
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Kessel D. Stelling is the Chairman of the Board and Chief Executive Officer of Synovus. He will move into the role of Executive Chairman on April 21, 2021. Mr. Stelling has been Chairman since January 2012 and Chief Executive Officer since October 2010. He also served as President from October 2010 until December 2019, after serving as Acting Chief Executive Officer from June to October 2010. Prior to that time and since February 2010, Mr. Stelling served as President and Chief Operating Officer of Synovus. From June 2008 until February 2010, Mr. Stelling served as the Regional Chief Executive Officer of Synovus’ Atlanta area market. Prior to that time, he served as President and Chief Executive Officer of Bank of North Georgia, having been appointed to that position in December 2006. Mr. Stelling founded Riverside Bancshares, Inc. and Riverside Bank in 1996 and served as its Chairman of the Board and Chief Executive Officer until 2006 when Riverside was acquired by Synovus. Prior to that time, Mr. Stelling worked in various management capacities in banking in the Atlanta region, having begun his career in the industry in 1974. Mr. Stelling holds a bachelor’s degree from the University of Georgia and is a graduate of Louisiana State University School of Banking of the South. He serves as a Class A director of the Federal Reserve Bank of Atlanta and serves on the Board of Regents of the University System of Georgia and on the board of Georgia Power, the largest subsidiary of Southern Company, a public company and one of the nation’s largest generators of electricity. Mr. Stelling also serves as a member of the executive committee of the Bank Policy Institute and as a director of several civic and non-profit organizations, including the Georgia Chamber of Commerce and the Georgia Historical Society. In addition, he has been named as one of the “100 Most Influential Georgians” by Georgia Trend magazine every year since 2009. Mr. Stelling’s extensive banking and leadership experience, his in-depth knowledge of our corporate strategy and day-to-day operations and his interactions and experiences within the financial community, provides our Board with an important resource in understanding our markets and industry and in effectively managing our risk.
 

Barry L. Storey is the Principal of BLS Holdings Group, LLC, an Augusta, Georgia-based company with the primary focus of managing a portfolio of retail real estate properties and various alternative assets. Prior to January 2015, he was the Founding Partner of Hull Storey Gibson Companies, LLC, a retail acquisition and development real estate company founded in 1992. The company owned and operated over 13 million square feet of retail strip centers and enclosed mall properties in the Southeast. Prior to 1992, Mr. Storey worked as a project manager in the Mall Development Division for CBL & Associates Properties, Inc. Mr. Storey holds a bachelor’s degree from the University of Georgia. He has extensive experience with and commitment to philanthropic and community service. In 2010, Mr. Storey received the “Outstanding Philanthropist Award” from the Young Professionals of Augusta and in 2014, was inducted into the Business Hall of Fame of the Central Savannah River Area, or CSRA. He is past president of the Exchange Club of Augusta, past president of the Family Y Board of Directors, past chairman of the Community Foundation for the CSRA and past chair of the UGA Terry College of Business Dean’s Advisory Council. Currently, he serves as a trustee of the University of Georgia Foundation and as a director of Aruna Bio, a privately-owned biomedical company. He also serves on the advisory board of our Augusta market. His extensive experience and expertise in real estate acquisition, development and management and his background in the markets in which we serve provides our Board with significant insight, particularly as we continue to refine and execute our revenue growth and expense reduction strategies for the future.
 

Teresa White is President of Aflac U.S., which constitutes the operating U.S. insurance businesses for Aflac Incorporated, a publicly held company. She has served in that position since October 2014. As president, Ms. White’s responsibilities include marketing, sales and distribution, information technology, corporate communications, operations, US financial management and shared services. She oversees the company’s extensive distribution network of individual agents and brokers across the country, as well as nearly 5,000 employees. Prior to becoming President, Ms. White served in various leadership positions with Aflac, including Chief Operating Officer from July 2013 to September 2014, Executive Vice President and Chief Services Officer from October 2012 to July 2013 and Executive Vice President and Chief Administrative Officer from March 2008 to October 2012, among others. Ms. White is active in her community, having served on the boards of various non-profit and professional organizations, including the Georgia Chamber Board of Governors, Neighborworks Columbus and Americas Health Insurance Plans. She has been recognized for her leadership with a number of awards, including three consecutive years as Black Enterprise’s Most Powerful Women in Business, Bizwomen’s 2016 Women to Watch, Atlanta Business Chronicle’s Women Who Mean Business and numerous recognitions by American Business Awards. Ms. White holds a bachelor’s degree in business administration from the University of Texas at Arlington and a master’s degree in management from Troy State University. Ms. White’s extensive operational and strategic background, coupled with her marketing, sales, talent and risk management experience at the executive level in the financial services industry, guides the Company in its long-term strategic and operational planning and adds a valuable resource to the Board.
The Board of Directors unanimously recommends that you vote “FOR” each of the 13 nominees.
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— 2021 Proxy Statement

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Proposal 2
Approval of Synovus Financial Corp. 2021 Employee Stock Purchase Plan
Background and Reasons for the Proposal
On February 25, 2021, the Board adopted the Synovus Financial Corp. 2021 Employee Stock Purchase Plan, or ESPP, which, if approved by our shareholders, will be effective as of July 1, 2021. Unless otherwise indicated, all references to “ESPP” in the description below are references to the proposed ESPP.
The purpose of the ESPP is to more closely align the interests of our employees and our shareholders by providing employees with a convenient means of purchasing Synovus stock in the open market through voluntary payroll deductions. Synovus intends for the ESPP to promote interest in Synovus’ long-term success and growth and to encourage continuity of employment among its employees. Synovus has historically provided the employer match in the ESPP as an additional benefit to its employees. As we consider future designs of our retirement and wealth building plans, we may consider shifting some or all of the employer match from the ESPP to other benefit plans. The changes will provide flexibility to the company to meet future needs. The ESPP also provides a mechanism through which Synovus’ executive officers can satisfy their obligations under our stock ownership guidelines.
All shares of Synovus common stock purchased through the ESPP will be purchased on the open market, and Synovus will not directly issue any new shares under the ESPP.
Synovus currently maintains the Synovus Financial Corp. 2011 Employee Stock Purchase Plan, or Old ESPP. The terms and conditions of the ESPP and Old ESPP are substantially the same. A summary of the ESPP is set forth below. This summary is qualified in its entirety by the full text of the ESPP, which is attached to this Proxy Statement as Appendix B.
Eligibility and Participation
Any employee of Synovus or any of its subsidiaries who is regularly scheduled to work 20 or more hours per week, which consisted of approximately 5,250 persons as of December 31, 2020, is eligible to participate in the ESPP. Eligible employees may elect to participate in the ESPP once they have completed ninety (90) days of employment by making a payroll deduction authorization election, either over the telephone, electronically, or in any way authorized by Synovus. Participants may increase, decrease or temporarily stop their payroll deductions by making a new payroll deduction authorization election.
Plan Agent
Fidelity Investments, or ESPP Agent, will act as agent of the ESPP.
Participant Payroll Deductions
Participants make payments through payroll deductions. Participant payroll deductions must be in percentage amounts. The minimum participant payroll deduction is one percent of compensation, while the maximum participant payroll deduction is based on how long the participant has been employed with Synovus.
Below are the maximum percentages of compensation for participant payroll deductions:
Participant’s Period of Employment
Maximum Percentage
of Compensation
At least three months, but less than one year
3%
At least one year, but less than five years
5%
At least five years, but less than ten years
6%
Ten years or more
7%
Compensation under the ESPP means base salary or wages. It does not include bonuses, incentive bonuses, overtime or contributions to any other employee benefit plan. If a participant’s compensation is paid solely on a commission basis, that participant’s compensation includes the commissions they receive. The maximum amount of compensation that may be taken into account under the ESPP on an annual basis is $250,000.
Employer Matching Contributions
Payroll deductions receive a matching contribution from participating employers. The matching contribution percentage can be up to 50% of each participant’s payroll deduction to the ESPP and is expected to be 15% at the time the ESPP becomes effective. Our Board may reduce or increase the matching percentage, and participants will be provided with written notice of any reduction in the matching percentage prior to it becoming effective.
— 2021 Proxy Statement
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Quarterly Open Market Purchases
After receipt of the participant payroll deductions and employer contributions, ESPP Agent will purchase shares of Synovus stock in the open market for the benefit of participants in the ESPP on a quarterly basis.
Holding Period for ESPP Shares
Shares of Synovus stock purchased by the ESPP Agent must be held in each participant’s account for a minimum of six months following the date of purchase. During this six-month period, the Synovus shares subject to the holding period may not be sold, transferred, assigned, pledged, or otherwise disposed of in any manner whatsoever, except as otherwise provided in the ESPP.
Rights in ESPP Shares
Each participant has the rights and powers of ordinary Synovus shareholders over the shares of Synovus stock held for his or her benefit in the ESPP, including the right to vote his or her shares. As an ESPP participant, each participant will receive cash dividends, stock dividends, stock splits and similar changes in ownership for the shares held for his or her benefit in the ESPP to the same extent as other ordinary Synovus shareholders.
Distribution or Disposal of Shares
Once the six-month holding period has lapsed, each participant may at any time, either by telephone or electronically, or in any other way authorized by Synovus, request that the ESPP Agent distribute, sell or otherwise dispose of shares held in the ESPP for his or her benefit.
Stopping ESPP Participation for Retirement or Other Reasons
ESPP participants may stop their participation in the ESPP at any time by filing a payroll deduction authorization election, either over the telephone, electronically or in any other way authorized by Synovus. This election will be effective as soon as administratively practicable. If a participant’s employment with Synovus or a Synovus subsidiary ends, then participation in the ESPP must also end. In either of these situations, the cash remaining in the participant’s ESPP account will be used to purchase Synovus shares as of the next quarterly purchase date. Once the six-month holding period has lapsed for such participant’s shares, the participant may instruct the ESPP Agent to distribute or sell all of his or her shares. The six-month holding period does not apply in the event of a participant’s death, retirement or other termination of employment. If a participant leaves the company without giving instructions within 120 days following their termination of employment, the ESPP Agent will distribute all of his or her shares to a Synovus Dividend Reinvestment and Direct Stock Purchase Plan account, regardless of whether the six-month holding period has lapsed.
Beneficiary Designation
ESPP participants are permitted to designate a beneficiary to receive their ESPP shares in the event of their death. They are permitted to change their beneficiary designation at any time.
Tax Consequences
Employer matching contributions to the ESPP are treated as taxable compensation income to ESPP participants. Therefore, federal and state income taxes and Social Security taxes are withheld from each participant’s compensation to cover the amount of the employer contributions to the ESPP for the participant’s benefit. In addition, each participant’s annual W-2 form reflects these tax consequences. Any Synovus cash dividends paid on the Synovus stock held for a participant’s benefit in the ESPP is also taxable income. Stock dividends and stock splits received by the ESPP are not ordinarily taxable, but will result in an adjustment to each participant’s basis in the Synovus stock purchased for the participant’s benefit. Each participating Synovus employer may deduct, for federal and state income tax purposes, its contributions to the ESPP. In addition, Synovus may be able to deduct for income tax purposes the cost of administering the ESPP, including, but not limited to, compensation paid to the ESPP Agent and/or subagents.
Amendment, Termination and Suspension of the ESPP
Synovus reserves the right to amend the ESPP at any time; however, no amendment will reduce the amount of the contributions already made prior to the date of the amendment. Synovus plans to maintain the ESPP through July 1, 2031 but reserves the right to terminate the ESPP at any time prior to that date. If that happens, there will be no further participant payroll deductions and no additional employer contributions. Instead, the ESPP Agent will purchase Synovus stock with any remaining funds, if possible. The ESPP Agent will allocate the shares to all participants in the usual manner. The ESPP Agent will then deliver to each participant a certificate for all of the allocated shares of Synovus stock held for his or her benefit, together with any remaining cash balance. If not terminated earlier, the ESPP will terminate on July 1, 2031.
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— 2021 Proxy Statement

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Synovus may suspend or terminate the ESPP at any time if continuance of the ESPP would, for any reason, be prohibited under applicable federal or state laws, rules or regulations. This might happen if some prohibition arises because of some act on the part of Synovus, including a distribution of securities. If the ESPP is suspended for this reason, no additional employer contributions or participant payroll deductions to the ESPP will be made and no Synovus stock will be purchased by the ESPP until it is restored to active status. If the ESPP is terminated for this reason, there will be no further employer contributions or participant payroll deductions or purchases of Synovus stock under the ESPP. The ESPP Agent will then deliver each participant’s ESPP participation interest as it would if they had retired and ESPP participation stopped. See “Stopping ESPP Participation for Retirement or Other Reasons” above.
New Plan Benefits
The number of shares purchased under the ESPP, and therefore the benefits available to our employee directors and executive officers under the ESPP, will depend on the participation level of the individual employee and the matching contribution percentage set by Synovus. Therefore, it is not presently possible to determine the benefits or amounts that will be received under the ESPP by any particular person or group pursuant to the ESPP in the future. Non-employee directors are not eligible to participate in the ESPP.
The table below shows the dollar value of contributions and the number shares of Synovus common stock purchased under the Old ESPP in 2020 by our directors and executive officers:
Name and Principal Position
Dollar Value(1)
Number
of Shares(1)
Kessel D. Stelling, Jr.
Chairman and Chief Executive Officer
$0
0
Kevin S. Blair
President and Chief Operating Officer
0
0
Andrew J. Gregory, Jr.
Executive Vice President and Chief Financial Officer
8,625
433
Mark Holladay
Executive Vice President and Chief Risk Officer
20,125
1,011
Robert W. Derrick
Executive Vice President and Chief Credit Officer
2,875
144
Executive Group
31,625
1,588
Nonexecutive Director Group
0
0
Nonexecutive Officer Employee Group
7,493,875
346,542
(1)
Amount represents the dollar value of employee and employer matching contributions and number of shares purchased with these contributions. The dollar value of matching contributions only for Messrs. Gregory, Holladay and Derrick, the executive group and nonexecutive officer employee group would have been $1,125, $2,625, $375, $4,125, and $977,626, respectively. The fair market value per share of Synovus common stock at closing was $43.76 as of March 4, 2021.
The Board of Directors unanimously recommends that you vote “FOR” approval of the Synovus Financial Corp. 2021 Employee Stock Purchase Plan.
— 2021 Proxy Statement
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Proposal 3
Approval of Synovus Financial Corp. 2021 Director Stock Purchase Plan
Background and Reasons for the Proposal
On February 25, 2021, the Board adopted the Synovus Financial Corp. 2021 Director Stock Purchase Plan, or DSPP, which, if approved by our shareholders, will be effective as of June 1, 2021. Unless otherwise indicated, all references to “DSPP” in the description below are references to the proposed DSPP.
The purpose of the DSPP is to more closely align the interests of our directors and the members of our market advisory boards with the interests of our shareholders by providing directors with a convenient means of purchasing Synovus stock in the open market. Synovus intends for the DSPP to promote interest in Synovus’ long-term success and growth. The DSPP also provides a mechanism through which Synovus directors can satisfy their obligations under our director stock ownership guidelines.
All shares of Synovus common stock purchased through the DSPP will be purchased on the open market, and Synovus will not directly issue any new shares under the DSPP.
Synovus currently maintains the Synovus Financial Corp. 2011 Director Stock Purchase Plan, or Old DSPP. The terms and conditions of the DSPP and Old DSPP are substantially the same with the following difference:
All contributions to the DSPP by participating directors will be made quarterly, rather than monthly for the participants who are market advisory directors and quarterly for participants who are Synovus directors as it is under the Old Plan.
A summary of the DSPP is set forth below. This summary is qualified in its entirety by the full text of the DSPP, which is attached to this Proxy Statement as Appendix C.
Eligibility and Participation
Any person who serves as a director of Synovus or Synovus Bank or who is a market advisory director of any division of Synovus Bank, which consisted of approximately 410 persons as of December 31, 2020, is eligible to participate in the DSPP. Participants may increase, decrease or stop their voluntary contributions to the DSPP deductions by making a new payroll deduction authorization election. Any change in participation election must be submitted at least thirty days prior to a contribution date to be effective for such contribution date.
Plan Agent
American Stock Transfer Company and Trust, LLC, or DSPP Agent, will act as agent of the DSPP.
Plan Contributions
Each eligible participant may contribute quarterly to the DSPP through automatic transfers from a demand deposit account maintained by the participant to the Agent. Participants who are directors of a market advisory board of Synovus Bank, or Advisory Directors, may elect to participate at one of three quarterly contribution levels:
Quarterly Advisory Director
Participation Level
Quarterly Advisory Director
Contribution Amount
A
$1,000.00
B
$666.66
C
$333.33
Directors of Synovus or Synovus Bank, or Synovus Directors, may make quarterly contributions to the DSPP in an amount of up to $5,000 per quarter. Persons who serve in multiple capacities as market advisory directors of one or more participating advisory boards shall be allowed to participate in the DSPP in only one such capacity, and, if such multiple capacities involve service as a Synovus Director and as an Advisory Director, such single participation shall be limited to participation at the Synovus Director level.
Synovus Matching Contributions
Participating Directors receive a matching contribution from Synovus. The matching contribution percentage may be up to 50% of each participant’s individual contribution to the DSPP and is expected to be 15% at the time the DSPP becomes effective. The Board of Directors of Synovus may reduce the matching percentage, and participants will be provided with written notice of any reduction in the matching percentage prior to the time such change becomes effective.
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— 2021 Proxy Statement

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Quarterly Open Market Purchases
After receipt of the participant contributions and Synovus matching contributions, the DSPP Agent will purchase shares of Synovus stock in the open market for the benefit of participants in the DSPP on a quarterly basis.
Holding Period for DSPP Shares
Shares of Synovus stock purchased by the DSPP Agent must be held in each participant’s account for a minimum of six months following the date of purchase. During this six-month period, the Synovus shares subject to the holding period may not be sold, transferred, assigned, pledged, or otherwise disposed of in any manner whatsoever, except as otherwise provided in the DSPP.
Rights in DSPP Shares
Participants have the rights and powers of ordinary Synovus shareholders over the shares of Synovus stock held for their benefit in the DSPP, including the right to vote the shares. As a DSPP participant, participants will receive cash dividends, stock dividends, stock splits and similar changes in ownership for the shares held for their benefit in the DSPP to the same extent as ordinary Synovus shareholders.
Issuance of Synovus Stock or Cash
Once the six-month holding period has lapsed, participants may at any time, either by telephone or electronically, or in any way authorized by Synovus, request that the DSPP Agent issue shares or sell shares held in the DSPP for their benefit.
Stopping DSPP Participation for Termination of Status as Director or Other Reasons
DSPP participants may stop their participation in the DSPP at any time by contacting Synovus at least thirty days prior to a contribution date. This election will be effective as soon as administratively practicable. If a participant’s status as a Synovus Director or an Advisory Director ends, then participation in the DSPP must also end. In either of these situations, the cash remaining in the participant’s DSPP account will be used to purchase Synovus shares as of the next quarterly purchase date. Once the six-month holding period has lapsed for his or her shares, the participant may instruct the DSPP Agent to distribute such participant’s shares or to sell such participant’s shares. The six-month holding period does not apply in the event of a participant’s termination of status as a director because of the death of a director. If a participant terminates participation in the DSPP and does not give instructions within 120 days following his or her termination of status as a participant, the DSPP Agent will issue all of such Participant’s shares to a Synovus Dividend Reinvestment and Direct Stock Purchase Plan account, regardless of whether the six-month holding period has been met.
Beneficiary Designation
DSPP participants are permitted to designate a beneficiary to receive their DSPP shares in the event of their death. They are permitted to change their beneficiary designation at any time.
Tax Consequences
Synovus matching contributions to the DSPP are treated as taxable compensation income to DSPP participants. In addition, participants receive a Form 1099 (or in the case of employee directors, an annual W-2 form) that reflects these tax consequences. Any Synovus cash dividends paid on the Synovus common stock held for a participant’s benefit in the DSPP is also taxable income. Stock dividends and stock splits received by the DSPP are not ordinarily taxable, but will result in an adjustment to each participant’s basis in the Synovus stock purchased for their benefit. Synovus may deduct, for federal and state income tax purposes, its contributions to the DSPP. In addition, Synovus may be able to deduct for income tax purposes the cost of administering the DSPP, including, but not limited to, compensation paid to the DSPP Agent and/or subagents.
Amendment, Termination and Suspension of the DSPP
Synovus reserves the right to amend the DSPP at any time; however, no amendment will reduce the amount of the contributions already made prior to the date of the amendment. Synovus plans to maintain the ESPP through June 1, 2031, but reserves the right to terminate the DSPP at any time prior to that date. If that happens, there will be no further participant payroll deductions and no additional employer contributions. Instead, the DSPP Agent will purchase Synovus stock with any remaining funds, if possible. The DSPP Agent will allocate the shares to all participants in the usual manner. The DSPP Agent will then deliver to each participant a certificate for all of the allocated shares of Synovus stock held for his or her benefit, together with any remaining cash balance. If not terminated earlier, the DSPP will terminate on June 1, 2031.
Synovus may amend or terminate the DSPP at any time. If the DSPP is terminated, no additional participant contributions to the DSPP will be made, but the DSPP Agent will purchase Synovus common stock out of available funds and allocate such stock to participant accounts in the usual manner. If the Board elects to suspend matching contributions to the DSPP, it will determine at that time whether to allow participant contributions to continue or whether all participant contributions are to be suspended. If the Board permits participant contributions to continue, each participant may elect to continue to participate in the DSPP or to suspend participant contributions on his or her own behalf.
— 2021 Proxy Statement
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New Plan Benefits
The number of shares purchased under the DSPP, and therefore the benefits available to our directors and executive officers who are also directors under the DSPP, will depend on the participation level of the individual employee. Therefore, it is not presently possible to determine the benefits or amounts that will be received under the DSPP by any particular person or group pursuant to the DSPP in the future.
The table below shows the dollar value of contributions and the number of shares of Synovus common stock purchased under the Old DSPP in 2020 by our directors and advisory directors:
Name and Principal Position
Dollar Value(1)
Number
of Shares(1)
Kessel D. Stelling, Jr.
Chairman and Chief Executive Officer
$23,000
910
Kevin S. Blair
President and Chief Operating Officer
0
0
Andrew J. Gregory, Jr.
Executive Vice President and Chief Financial Officer
0
0
Mark Holladay
Executive Vice President and Chief Risk Officer
0
0
Robert W. Derrick
Executive Vice President and Chief Credit Officer
0
0
Executive Group
23,000
910
Nonexecutive Director Group
1,079,970
42,598
Nonexecutive Officer Employee Group
0
0
(1)
Amounts represent dollar value of participant and Synovus matching contributions and number of shares that would have been purchased had the DSPP been in effect in 2020. The dollar value of matching contributions only for Messrs. Stelling, the executive group and nonexecutive director group would have been $3,000, $3,000, and $140,865, respectively. The fair market value per share of Synovus common stock at closing was $43.76 as of March 4, 2021.
The Board of Directors unanimously recommends that you vote “FOR” approval of the Synovus Financial Corp. 2021 Director Stock Purchase Plan.
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— 2021 Proxy Statement

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Proposal 4
Approval of the Synovus Financial Corp. 2021 Omnibus Plan
Background and Reasons for the Proposal
Upon the recommendation of the Compensation Committee, on February 25, 2021, the Board of Directors adopted the Synovus Financial Corp. 2021 Omnibus Plan, or 2021 Plan, subject to shareholder approval. The purpose of the 2021 Plan is to advance the interests of Synovus and its shareholders through awards that give employees and directors a personal stake in Synovus’ growth, development and financial success. Awards under the 2021 Plan are designed to motivate employees and directors to devote their best interests to the business of Synovus. Awards will also help Synovus attract and retain the services of employees and directors who are in a position to make significant contributions to Synovus’ future success.
Under the Synovus Financial Corp. 2013 Omnibus Plan, or 2013 Plan, approximately 282,357 shares remain available for grant as of February 28, 2021. Accordingly, unless the 2021 Plan is approved, we will be severely limited in the awards we are able to grant in the future. If the 2021 Plan is approved, the authorized share pool will be comprised of 5.5 million shares, plus (1) the shares remaining available for issuance under the 2013 Plan as of April 21, 2021, the effective date of the 2021 Plan (not to exceed 300,000 shares) and (2) any shares underlying awards outstanding under the 2013 Plan as of the effective date that are subsequently forfeited.
Key Data Used to Determine the Number of Shares Needed
Significant Historical Award Information
Common measures of a stock plan’s cost include burn rate, overhang and dilution. The burn rate refers to annual share usage, which measures how fast a company uses the supply of shares authorized for issuance under its stock plan. Over the last three years, we have maintained an average burn rate(1) of approximately 0.5% of shares of our common stock outstanding per year. Dilution measures the degree to which our shareholders’ ownership has been diluted by stock-based compensation awarded under our various equity plans and also includes shares that may be awarded under our various equity plans in the future, which is commonly referred to as “overhang.”
Key Equity Metrics
FY2020 (%)
FY2019 (%)
FY2018 (%)
Burn Rate(1)
0.7
0.6
0.4
Overhang(2)
​3.6
Dilution(3)
​2.7
(1)
Burn rate is calculated by dividing the number of shares subject to equity awards granted during the applicable fiscal period (including additional shares granted as dividend equivalents and adjustments made to performance-based awards, and excluding shares assumed in connection with acquisitions) by the total number of shares of common stock outstanding during the applicable fiscal period.
(2)
Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the year and (y) the number of shares available for future grants by (b) the fully diluted number of shares outstanding at the end of the year.
(3)
Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the fully diluted number of shares outstanding at the end of the fiscal year.
Future Share Needs
If the 2021 Plan is approved by our shareholders, the total number of shares available for grant will be 5.5 million shares. We expect this amount to last for approximately 7.5 years of awards. This estimate is based on an average annual burn rate of 0.5%, as described above. While we believe this modeling provides a reasonable estimate of how long such a share reserve would last, there are a number of factors that could impact our future equity share usage. Among the factors that will impact our actual share usage are changes in market grant values, changes in the number of recipients, changes in our stock price, changes in the structure of our equity program and forfeitures of outstanding awards. The total overhang resulting from the share request, including awards outstanding under the 2013 Plan, represents approximately 6.1% of the shares of our fully diluted common stock outstanding as of February 28, 2021.
— 2021 Proxy Statement
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Information on Equity Compensation Plans as of February 28, 2021
The information included in this Proxy Statement and our 2020 Annual Report is updated by the following information regarding all existing equity compensation plans as of February 28, 2021:
Total stock options outstanding(1)
2,067,152
Weighted-average exercise price of stock options outstanding
$22.43
Weighted-average remaining duration of stock options outstanding (years)
3.18
Total full value awards outstanding(2)
1,858,537
Shares available for grant under the 2013 Plan(3)
282,357
Total shares of common stock outstanding
148,646,284
(1)
No stock appreciation rights were outstanding as of February 28, 2021.
(2)
Grants of full value awards (RSUs, PSUs and MRSUs) count as two share equivalents under the 2013 Plan. The number of shares of outstanding PSUs assumes performance at the target level.
(3)
Assumes outstanding PSUs at the target level.
Notable Provisions of the 2021 Plan
The 2021 Plan contains a number of provisions that we believe are consistent with the interests of our shareholders and sound corporate governance practices, including:
No liberal share counting. The 2021 Plan prohibits the reuse of shares withheld or delivered to satisfy the exercise price of an option or stock appreciation right or to satisfy tax withholding requirements. The 2021 Plan also prohibits “net share counting” upon the exercise of stock appreciation rights.
Minimum Vesting Requirements. With minimal exceptions, the 2021 Plan requires that all stock-based awards have a minimum vesting period of one year.
No repricing or cash buy-outs of stock options or SARs. The 2021 Plan prohibits the repricing or cash buy-outs of stock options or stock appreciation rights, or SARs, without shareholder approval.
No discounted stock options or SARs. All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying common stock on the date of grant.
Annual limit on awards to non-employee directors. The 2021 Plan imposes a grant date fair value limit on awards that may be granted to any one non-employee director in any calendar year ($350,000 or, in the case of the Chairman of the Board, $500,000).
No dividends on unvested or unearned awards. The 2021 Plan prohibits the current payment of dividends or dividend equivalent rights on unvested or unearned awards.
Compensation recoupment policy. Awards under the 2021 Plan will be subject to any compensation recoupment policy that we may adopt from time to time.
Summary of the 2021 Plan
The following is a summary of the material terms of the 2021 Plan. This summary is qualified in its entirety by the full text of the 2021 Plan, which is attached to this Proxy Statement as Appendix D.
Eligibility and Participation
Any employee of Synovus or any of its subsidiaries, any non-employee director of Synovus, and any non-employee advisory director of Synovus or a subsidiary, approximately 5,660 persons (which includes approximately 5,250 employees, 13 non-employee directors and 400 non-employee advisory directors) as of December 31, 2020, is eligible to participate in the 2021 Plan. Incentive stock options, however, may be granted only to employees. The Compensation Committee has discretion to select participants from year to year.
Permissible Awards
The 2021 Plan authorizes the grant of awards in any of the following forms:
Options to purchase shares of common stock, which may be nonqualified stock options or incentive stock options, or ISOs. The exercise price of an option granted under the 2021 Plan may not be less than the fair market value of Synovus’ common stock on the date of grant. Stock options granted under the 2021 Plan will have a term of not more than ten years.
SARs, which give the holder the right to receive the excess, if any, of the fair market value of one share of common stock on the date of exercise, over the base price of the SAR. The base price of a SAR may not be less than the fair market value of Synovus’ common stock on the date of grant. SARs granted under the 2021 Plan will have a term of not more than ten years.
Restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Compensation Committee.
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Performance awards, which may be performance shares (denominated in shares of stock) or performance units (denominated in cash) and, in either case, are contingent upon performance-based vesting conditions.
Other stock-based awards in the discretion of the Compensation Committee, including unrestricted stock grants.
Cash-based awards.
All awards will be evidenced by a written award agreement between Synovus and the participant, which will include such provisions as may be specified by the Committee. Dividend equivalent rights, which entitle the participant to payments in cash or property calculated by reference to the amount of dividends paid on the shares of stock underlying an award, may be granted with respect to awards other than options or SARs.
Shares Available under the Plan
Subject to certain anti-dilution adjustments, the aggregate number of shares of Synovus common stock that may be granted to participants pursuant to awards granted under the 2021 Plan may not exceed 5.5 million shares, plus any shares remaining available for issuance under the 2013 Plan (not to exceed 300,000 shares) and any shares underlying awards outstanding under the 2013 Plan as of the effective date of the 2021 Plan that are subsequently forfeited.
Limit on Awards to Non-Employee Directors
Subject to certain anti-dilution adjustments, a non-employee director may not be granted awards with a grant date fair value in excess of $350,000 in any calendar year, except that a non-employee director serving as Chairman of the Board may receive an award of up to $500,000 in any calendar year.
Share Counting
Shares covered by an award count against the authorized share pool only to the extent they are actually issued. Any shares related to awards that (i) terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, (ii) are settled in cash in lieu of shares, or (iii) are exchanged with the Committee’s permission prior to the issuance of shares for awards not involving shares, shall be available again for grant under the 2021 Plan. However, the full number of SARs granted that are to be settled by the issuance of shares is counted against the number of shares available for award under the 2021 Plan, regardless of the number of shares actually issued upon settlement of such SARs. Further, any shares withheld to satisfy tax withholding obligations on awards issued under the 2021 Plan, shares tendered to pay the exercise price of awards under the 2021 Plan, and shares repurchased on the open market with the proceeds of a stock option exercise will not be returned to the share pool for future awards. The shares available for issuance under the 2021 Plan may be authorized and unissued shares or treasury shares.
Minimum Vesting
Except with respect to a maximum of five percent (5%) of the shares authorized under the 2021 Plan, any stock-based awards that vest on the basis of the grantee’s continued employment with or provision of service to Synovus will provide for a minimum vesting requirement of one year and any stock-based that vest upon the attainment of performance goals will provide for a minimum performance period of one year.
Adjustments in Connection with Certain Events
In order to prevent dilution or enlargement of a participant’s rights under the 2021 Plan, the Committee shall substitute or adjust the number and kind of shares that may be issued under the 2021 Plan or under particular forms of awards, the number and kind of shares subject to outstanding awards, the option price or grant price applicable to outstanding awards, the annual award limits, and other value determinations applicable to outstanding awards in the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of Synovus, combination of shares, exchange of shares, dividend in-kind, or other like change in capital structure, number of outstanding shares or distribution (other than normal cash dividends) to shareholders of Synovus, or any similar corporate event or transaction.
Duration of the 2021 Plan
The 2021 Plan will become effective on April 21, 2021 if it is approved by our shareholders at the Annual Meeting. The 2021 Plan will terminate after 10 years (or 10 years after any later amendment approved by our shareholder to increase the number of shares under the Plan) or, if sooner, when all shares reserved under the 2021 Plan have been issued. At any time, the Board of Directors may terminate the 2021 Plan. The termination of the 2021 Plan will not affect outstanding awards in any way.
Administration
The 2021 Plan will be administered by the Compensation Committee of the Board of Directors. The Committee has broad discretion to construe, interpret and administer the 2021 Plan, to select the individuals to be granted awards, to determine the number of shares to be subject to each award, and to determine the terms, conditions and duration of each award. The Committee’s decisions will be conclusive, final and binding upon all parties. The Committee may delegate to one or more of our officers the authority to grant awards to participants who are not directors or executive officers, within parameters specified by the Committee and applicable law.
— 2021 Proxy Statement
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Amendment of the 2021 Plan
The Committee may amend, modify, suspend or terminate the 2021 Plan at any time; provided, however, that without the prior approval of our shareholders and except as provided in the plan’s anti-dilution provisions, (i) the exercise or base price of an option or SAR may not be reduced, directly or indirectly, (ii) an option or SAR may not be cancelled in exchange for cash, other awards, or options or SARs having an exercise or base price that is less than the original price, and (iii) we may not repurchase an option or SAR for value (in cash or otherwise) from a participant if the current fair market value of the shares underlying the option or SAR is lower than the exercise price of the option or base price of the SAR. In addition, no material amendment of the 2021 Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule. No amendment, modification, suspension or termination of the 2021 Plan may adversely affect an existing award without the affected participant’s consent.
Change of Control
The effect of a change of control of Synovus on awards granted under the 2021 Plan will depend on whether the awards are assumed by the surviving entity or are otherwise equitably converted or substituted in the transaction. In the case of awards that are not so assumed or converted, and unless otherwise provided in the award agreement, any time-based awards will become vested and exercisable as of the date of the change of control, and the payout opportunities attainable under outstanding performance-based awards will vest based on target or actual performance measured as of the end of the calendar quarter immediately preceding the change of control (depending on the time during the performance period in which the change of control occurs) and the awards will be paid out on a pro rata basis, based on the time elapsed prior to the change of control. In the case of awards that are assumed by the surviving entity or are otherwise equitably converted or substituted in the change of control transaction, and unless otherwise provided in the award agreement, the above-described vesting acceleration will not occur unless the participant’s employment is terminated within two years following the change of control either (i) by the surviving entity without cause or (ii) by the participant for good reason as such terms are defined in the applicable award agreement or an applicable employment, severance or similar agreement.
Benefits to Named Executive Officers and Others
As of March 10, 2021, no awards had been granted under the 2021 Plan. Awards under the 2021 Plan will be granted at the discretion of the Committee. Accordingly, future awards under the 2021 Plan are not determinable. The fair market value per share of Synovus common stock at closing was $43.76 as of March 4, 2021.
Federal Income Tax Consequences of the 2021 Plan
The following discussion of the federal income tax consequences of awards granted under the 2021 Plan is intended only as a summary of the present federal income tax treatment of awards. These laws are highly technical and are subject to change at any time. This summary does not discuss the tax consequences of a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which a participant may reside.
Nonqualified Stock Options
Nonqualified stock options granted under the 2021 Plan will not be taxable to a participant at grant but generally will result in taxation at exercise, at which time the participant will recognize ordinary income in an amount equal to the difference between the option’s exercise price and the fair market value of the shares on the exercise date. Synovus will be entitled to deduct a corresponding amount as a business expense in the year the participant recognizes this income.
Incentive Stock Options
An employee will generally not recognize ordinary income on receipt or exercise of an incentive stock option so long as he or she has been an employee of Synovus or its subsidiaries from the date the incentive stock option was granted until three months before the date of exercise; however, the amount by which the fair market value of the shares on the exercise date exceeds the exercise price is an adjustment in computing the employee’s alternative minimum tax in the year of exercise. If the employee holds the shares of common stock received on exercise of the incentive stock option for one year after the date of exercise (and for two years from the date of grant of the incentive stock option), any difference between the amount realized upon the disposition of the shares and the amount paid for the shares will be treated as long-term capital gain (or loss, if applicable) to the employee. If the employee exercises an incentive stock option and satisfies these holding period requirements, Synovus may not deduct any amount in connection with the incentive stock option. If an employee exercises an incentive stock option but engages in a “disqualifying disposition” by selling the shares acquired on exercise before the expiration of the one and two-year holding periods described above, the employee generally will recognize ordinary income (for regular income tax purposes only) in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the shares on the date of exercise over the exercise price; and any excess of the amount realized on the disposition over the fair market value on the date of exercise will be taxed as long- or short-term capital gain (as applicable). If, however, the fair market value of the shares on the date of disqualifying disposition is less than on the date of exercise, the employee will recognize ordinary income equal only to the difference between the amount realized on the disqualifying disposition and the exercise price. In either event, Synovus will be entitled to deduct an amount equal to the amount constituting ordinary income to the employee in the year of the disqualifying disposition.
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Stock Appreciation Rights
There are no immediate tax consequences to a participant when a stock appreciation right is granted. When a participant exercises the right to the appreciation in fair market value of shares represented by a SAR, payments made in common stock are normally includable in the participant’s gross income for regular income tax purposes. Synovus will be entitled to deduct the same amount as a business expense in the same year. The includable amount and corresponding deduction each equal the fair market value of the common stock payable on the date of exercise.
Restricted Stock
The recognition of income from an award of restricted stock for federal income tax purposes depends on the restrictions imposed on the shares. Generally, taxation will be deferred until the first taxable year the shares are no longer subject to substantial risk of forfeiture. At the time the restrictions lapse, the participant will recognize ordinary income equal to the then fair market value of the stock. The participant may, however, make an election to include the value of the shares in gross income in the year of award despite such restrictions. Generally, Synovus will be entitled to deduct the fair market value of the shares transferred to the participant as a business expense in the year the participant includes the compensation in income.
Restricted Stock Units
Generally, a participant will not recognize ordinary income until common stock, cash, or other property become payable under the restricted stock unit, even if the award vests in an earlier year. Synovus will generally be entitled to deduct the amount the participant includes in income as a business expense in the year of payment.
Performance Units / Performance Shares
Employees under the 2021 Plan incur no income tax liability upon the initial grant of performance units or performance shares. At the end of the performance or measurement period, however, employees realize ordinary income on any amounts received in cash or common stock. Any subsequent appreciation on the common stock is treated as a capital gain.
Cash-Based Awards / Other Stock-Based Awards
Any cash payments or the fair market value of any common stock or other property a participant receives in connection with cash-based awards or other stock-based awards are includable in income in the year received or made available to the participant without substantial limitations or restrictions. Generally, Synovus will be entitled to deduct the amount the participant includes in income as a business expense in the year of payment.
Deferred Compensation
All awards under the 2021 Plan must satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, or be exempt from such law, to avoid adverse tax consequences to participants.
Equity Compensation Plan Information
The following table gives information as of December 31, 2020 about Synovus common stock that may be issued under our existing equity compensation plans.
(in thousands, except per share data)
(a) Number of
securities to be
issued upon
vesting of RSUs,
MRSUs and
PSUs (2)
(b) Number of
securities to be
issued upon
exercise of
outstanding
options
(c) Weighted-
average exercise
price of
outstanding
options in column
(b)
(d) Number of
shares remaining
available for
issuance excluding
shares reflected in
columns (a) and (b)
Plan Category (1)
Shareholder approved equity compensation plans for shares of Synovus stock
1,660
2,401
$22.47
1,522(3)
Non-shareholder approved equity compensation plans
TOTAL
1,660
2,401
22.47
1,522(3)
(1)
Does not include information for equity compensation plans assumed by Synovus in mergers. A total of 2.0 million shares of common stock was issuable upon exercise of options granted under plans assumed in mergers and outstanding at December 31, 2020. The weighted average exercise price of all options granted under plans assumed in mergers and outstanding at December 31, 2020 was $23.67. Synovus cannot grant additional awards under these assumed plans.
(2)
Market restricted and performance share units included at defined target levels. Actual shares issued upon vesting may differ based on actual total shareholder return and ROAA and ROATCE (as defined) over the measurement period.
(3)
Includes 1.5 million shares available for future grants as share awards under the 2013 Omnibus Plan as of December 31, 2020.
The Board of Directors unanimously recommends that you vote “FOR” the approval of the Synovus Financial Corp. 2021 Omnibus Plan.
— 2021 Proxy Statement
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Proposal 5
Approval of Advisory Vote on the Compensation of our Named Executive Officers as Determined by the Compensation Committee
Synovus believes that our compensation policies and procedures for our named executive officers are competitive, are focused on pay for performance principles and are strongly aligned with the long-term interests of our shareholders. Synovus also believes that both we and our shareholders benefit from responsive corporate governance policies and constructive and consistent dialogue. Each year, as required by Section 14A of the Securities Exchange Act, we give you, as a shareholder, the opportunity to endorse the compensation for our named executive officers. The proposal described below, commonly known as a “Say on Pay” proposal, gives you the opportunity to approve, on an advisory basis, such compensation as described in this Proxy Statement.
In deciding how to vote on this proposal, the Board encourages you to read the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement and the tabular and narrative disclosure which follows it. In those sections, we discuss each element of compensation, including base salaries, short-term incentives, long-term incentives and retirement benefits. We also discuss our policies and other factors which affect the decisions of our Compensation Committee.
In many cases, we are required to disclose in the executive compensation tables accounting or other non-cash estimates of future compensation. Because of this, we encourage you to read the footnotes and narratives which accompany each table in order to understand any non-cash items.
We believe our executive compensation is aligned with shareholders because:
We tie compensation to performance. A majority of executive compensation is at risk based on performance. Awards under our short-term and long-term incentive plans vary based on Synovus’ financial results and shareholder return.
We generally use objective criteria and performance metrics which relate to our strategic goals and results delivered for shareholders. In 2020, our incentive plans included adjusted EPS, adjusted revenue, adjusted tangible efficiency ratio, return on average tangible common equity, or ROATCE, and relative total shareholder return, or TSR.
Our annual incentive payouts, which were below target for 2020, reflected our 2020 results because our 2020 earnings did not meet our initial expectations despite strong efforts through the challenges of the COVID-10 pandemic.
Our program emphasizes alignment with long-term shareholders by granting more than half of incentives through equity awards and requiring executives to maintain equity holdings through stock ownership guidelines and “hold until retirement” policies.
We include specific methods for evaluating risk performance in our annual and long-term incentive plans, and adjusting payouts if necessary, to ensure that executives are not incentivized to take unnecessary or excessive risks.
We believe that the compensation delivered to each named executive officer in 2020 was fair, reasonable and aligned with our performance and strategic objectives.
Unless the Board modifies its policy on the frequency of future “Say on Pay” advisory votes, the next “Say on Pay” vote will be held at the 2022 annual meeting of shareholders.
The Board of Directors unanimously recommends that you vote “FOR” the advisory vote on the compensation of the named executive officers as determined by the Compensation Committee.
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Proposal 6
Ratification of Appointment of the Independent Auditor
The Audit Committee has appointed the firm of KPMG as the independent auditor to audit the consolidated financial statements of Synovus and its subsidiaries for the fiscal year ending December 31, 2021 and Synovus’ internal control over financial reporting as of December 31, 2021. KPMG has been appointed continuously since 1975 as our independent auditor. Although shareholder ratification of the appointment of Synovus’ independent auditor is not required by our bylaws or otherwise, we are submitting the selection of KPMG to our shareholders for ratification to permit shareholders to participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent auditor for Synovus.
The Audit Committee annually reviews KPMG’s independence and performance in connection with the determination to retain KPMG. In conducting its review this year, the Audit Committee considered, among other things:
KPMG’s historical and recent performance on Synovus’ audit, including the extent and quality of KPMG’s communications with the Audit Committee;
feedback from Synovus’ senior management on the quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the current engagement by KPMG’s audit team;
data relating to audit quality and performance, including recent PCAOB reports on KPMG;
KPMG’s tenure as Synovus’ independent auditors and its depth of understanding of Synovus’ business, accounting policies and practices and internal control over financial reporting;
KPMG’s exhibited professional skepticism;
the expertise and capability of KPMG’s lead audit partner;
the advisability and potential impact of selecting a different independent public accounting firm; and
KPMG’s independence (see “Audit Committee Report” on page 43 of this Proxy Statement).
Based on the results of its review this year, the Audit Committee concluded that KPMG is independent and that it is in the best interests of Synovus and its shareholders to appoint KPMG to serve as Synovus’ independent auditor for 2021.
Synovus’ Audit Committee oversees the process for, and ultimately approves, the selection of the independent auditor’s lead engagement partner at the five-year mandatory rotation period. At the Audit Committee’s instruction, KPMG selects candidates to be considered for the lead engagement partner role, who are then interviewed by members of Synovus’ senior management. After discussing the results of senior management’s interviews, the members of the Audit Committee, as a group, interview the candidates. The Audit Committee then considers the appointment and votes on the selection.
Representatives of KPMG will be present virtually at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders present at the meeting.
The Board of Directors unanimously recommends that you vote “FOR” ratification of the appointment of KPMG as the independent auditor for the year 2021.
— 2021 Proxy Statement
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EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each executive officer of Synovus as of the date of this Proxy Statement.
Name
Age
Position with Synovus
Kessel D. Stelling(1)
64
Chairman of the Board and Chief Executive Officer
Kevin S. Blair(1)
50
President and Chief Operating Officer
Robert W. Derrick(2)
57
Executive Vice President and Chief Credit Officer
Andrew J. Gregory, Jr.(3)
45
Executive Vice President and Chief Financial Officer
Mark G. Holladay(4)
65
Executive Vice President and Chief Risk Officer
Jill K. Hurley(5)
41
Chief Accounting Officer and Controller
(1)
As Messrs. Stelling and Blair are directors of Synovus, relevant information pertaining to their positions with Synovus is set forth under the caption “Nominees for Election as Director” beginning on page 21 of this Proxy Statement.
(2)
Robert W. Derrick was elected Executive Vice President and Chief Credit Officer in January 2019. Prior to that time and since 2003, he served in various roles within Synovus’ credit division, including Chief Community Credit Officer and Group Executive – Credit Risk. Prior to joining Synovus in 2003, Mr. Derrick served in various capacities with Wachovia Bank. He has more than 34 years of experience in the banking industry.
(3)
Andrew J. Gregory, Jr. was elected Executive Vice President and Chief Financial Officer in June 2019. Prior to that time, he was Executive Vice President and Head of Corporate Financial Strategy of Regions Financial Corporation, having held that position since January 2019. From 2009 to 2019, he served in various leadership roles at Regions, including Executive Vice President and Head of Corporate Development and Profitability, Assistant Treasurer and Chief Investment Officer. Prior to joining Regions and for 10 years, Mr. Gregory was a Senior Vice President and Portfolio Manager at Wachovia Bank.
(4)
Mark G. Holladay was elected Executive Vice President and Chief Risk Officer of Synovus in October 2008. From 2000 to 2008, Mr. Holladay served as Executive Vice President and Chief Credit Officer of Synovus. From 1974 until 2000, Mr. Holladay served in various capacities with Columbus Bank and Trust Company, one of our former banking divisions, including Executive Vice President.
(5)
Jill K. Hurley was elected Chief Accounting Officer in August 2018 and was elected Controller in January 2020. Prior to joining Synovus in 2018, and since February 2015, Ms. Hurley was Director of Financial Reporting and Accounting Policy at IberiaBank Corporation. From 2012 to 2015, she served as Business Unit Controller for Regions Bank. Prior to joining Regions, Ms. Hurley served 10 years in public accounting and is a Certified Public Accountant.
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STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
The following table sets forth ownership of shares of Synovus common stock by each director, each director nominee, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group as of January 31, 2021.
Name
Shares of
Common
Stock Beneficially
Owned(1)
Percentage of
Outstanding
Shares of
Common
Stock Beneficially
Owned
Restricted Stock
Units(2)
Total(2)
Tim E. Bentsen
18,179(3)
*
9,393
27,572
Kevin S. Blair
65,914(4)
*
73,149
139,063
F. Dixon Brooke, Jr.
52,499(5)
*
9,393
61,892
Stephen T. Butler
956,796(6)
*
9,393
966,189
Elizabeth W. Camp
34,531
*
9,393
43,924
Pedro Cherry
679
*
679
Robert W. Derrick
5,649
*
13,003
18,652
Andrew J. Gregory, Jr.
9,606
*
18,882
28,488
Mark G. Holladay
67,513(7)
*
22,132
89,645
Diana M. Murphy
7,230
*
9,393
16,623
Harris Pastides
15,230
*
9,393
24,623
Joseph J. Prochaska, Jr.
18,206(8)
*
9,393
27,599
John L. Stallworth
5,057
*
9,393
14,450
Kessel D. Stelling
350,192(9)
*
116,080
466,272
Barry L. Storey
36,869(10)
*
9,393
46,262
Teresa White
*
7,818
7,818
Directors and Executive Officers as a Group (17 persons)
1,646,432
1.1%
338,158
1,984,590
*
Less than one percent of the outstanding shares of Synovus stock.
(1)
Beneficial ownership is determined under the rules and regulations of the SEC, which provide that a person is deemed to beneficially own all shares of common stock that such person has the right to acquire within 60 days. Share numbers in this column include restricted stock units that will vest within 60 days of January 31, 2021 as follows:
Name
Number of RSUs vesting within 60 days
Kevin S. Blair
28,114
Robert W. Derrick
2,763
Andrew J. Gregory, Jr.
1,906