SYNOVUS FINANCIAL CORP, DEF 14A filed on 3/12/2025
Proxy Statement (definitive)
v3.25.0.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SYNOVUS FINANCIAL CORP.
Entity Central Index Key 0000018349
v3.25.0.1
Pay vs Performance Disclosure
 4 Months Ended 8 Months Ended 12 Months Ended
Apr. 21, 2021
Dec. 31, 2021
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Year
SCT Total Compensation
for CEO(1)
Compensation Actually
Paid(2) to CEO
Average SCT Total Compensation
for Other NEOs(3)
Average
Compensation
Actually Paid
to Other NEOs
Value of Initial Fixed $100 Investment Based on:
Net Income (000s)
Adjusted Return on Average Tangible Common Equity(5)
Mr. Stelling
Mr. Blair
Mr. Stelling
Mr. Blair
Company TSR
“Peer Group”(4) TSR
2024$6,869,560$10,896,693$2,048,731$2,953,901$161.62$130.96$479,45115.8 %
20235,310,9635,388,3331,697,8851,728,801114.58115.69542,14116.8 
20225,168,0412,886,0292,648,6061,798,148108.84116.15757,90219.8 
2021$5,914,3575,638,982$7,708,5776,846,4831,546,2211,935,006134.17124.78760,46717.8 
20205,229,2652,845,6571,538,6331,103,81088.1391.32373,6959.1 
        
Company Selected Measure Name     Adjusted ROATCE        
Named Executive Officers, Footnote     Mr. Stelling served as CEO through April 21, 2021 and Mr. Blair began serving as CEO on April 22, 2021.The other named executive officers are Messrs. Blair, Gregory, Holladay, and Derrick for 2020, Messrs. Gregory, Holladay, and Derrick for 2021, and Messrs. Stelling, Gregory, and Bishop and Ms. Creson for 2022, and Messrs. Gregory, Howard, Bishop, and Akins for 2023 and 2024.        
Peer Group Issuers, Footnote     Peer Group used for comparison is KBW Regional Bank Index.        
Adjustment To PEO Compensation, Footnote     Compensation Actually Paid calculations shown below. Compensation Actually Paid amounts exclude impact of retirement vesting provisions of equity awards. Year-end share amounts include dividend equivalents granted during the year.
Kessel D. StellingKevin S. BlairAverage Other NEOs
2024 SCT Compensation$6,869,560 $2,048,731 
Subtract: SCT Equity Amount(3,366,890)(733,329)
Add: Fair value of equity granted as of 12/31/20245,188,097 1,129,834 
Add: Dividends paid— — 
Add/Subtract change in unvested equity2,309,709 530,312 
Add/Subtract change in vested equity during year(103,783)(21,647)
Subtract: Forfeited equity— — 
2024 Compensation Paid$10,896,693 $2,953,901 
2023 SCT Compensation$5,310,963 $1,697,885 
Subtract: SCT Equity Amount(3,121,483)(708,870)
Add: Fair value of equity granted as of 12/31/20232,787,949 632,972 
Add: Dividends paid— — 
Add/Subtract change in unvested equity101,065 21,533 
Add/Subtract change in vested equity during year309,839 85,281 
Subtract: Forfeited equity— — 
2023 Compensation Paid$5,388,333 $1,728,801 
2022 SCT Compensation$5,168,041 $2,648,606 
Subtract: SCT Equity Amount(2,338,466)(1,102,020)
Add: Fair value of equity granted as of 12/31/20221,724,378 854,084 
Add: Dividends paid— — 
Add/Subtract change in unvested equity(1,645,929)(596,790)
Add/Subtract change in vested equity during year(21,996)(5,732)
Subtract: Forfeited equity— — 
2022 Compensation Paid$2,886,029 $1,798,148 
2021 SCT Compensation$5,914,357 $5,638,982 $1,546,221 
Subtract: SCT Equity Amount(2,381,490)(3,308,053)(671,048)
Add: Fair value of equity granted as of 12/31/20213,697,992 4,002,555 811,828 
Add: Dividends paid— — — 
Add/Subtract change in unvested equity1,582,389 994,807 338,561 
Add/Subtract change in vested equity during year311,873 226,415 47,265 
Subtract: Forfeited equity(1,416,544)(708,223)(137,821)
2021 Compensation Paid$7,708,577 $6,846,483 $1,935,006 
2020 SCT Compensation$5,229,265 $1,538,633 
Subtract: SCT Equity Amount(2,442,364)(678,995)
Add: Fair value of equity granted as of 12/31/20202,285,319 635,247 
Add: Dividends paid— — 
Add/Subtract change in unvested equity(576,294)(128,450)
Add/Subtract change in vested equity during year(343,420)(73,182)
Subtract: Forfeited equity(1,306,850)(189,444)
2020 Compensation Paid$2,845,657 $1,103,810 
        
Non-PEO NEO Average Total Compensation Amount     $ 2,048,731 $ 1,697,885 $ 2,648,606 $ 1,546,221 $ 1,538,633
Non-PEO NEO Average Compensation Actually Paid Amount     $ 2,953,901 1,728,801 1,798,148 1,935,006 1,103,810
Adjustment to Non-PEO NEO Compensation Footnote     Compensation Actually Paid calculations shown below. Compensation Actually Paid amounts exclude impact of retirement vesting provisions of equity awards. Year-end share amounts include dividend equivalents granted during the year.
Kessel D. StellingKevin S. BlairAverage Other NEOs
2024 SCT Compensation$6,869,560 $2,048,731 
Subtract: SCT Equity Amount(3,366,890)(733,329)
Add: Fair value of equity granted as of 12/31/20245,188,097 1,129,834 
Add: Dividends paid— — 
Add/Subtract change in unvested equity2,309,709 530,312 
Add/Subtract change in vested equity during year(103,783)(21,647)
Subtract: Forfeited equity— — 
2024 Compensation Paid$10,896,693 $2,953,901 
2023 SCT Compensation$5,310,963 $1,697,885 
Subtract: SCT Equity Amount(3,121,483)(708,870)
Add: Fair value of equity granted as of 12/31/20232,787,949 632,972 
Add: Dividends paid— — 
Add/Subtract change in unvested equity101,065 21,533 
Add/Subtract change in vested equity during year309,839 85,281 
Subtract: Forfeited equity— — 
2023 Compensation Paid$5,388,333 $1,728,801 
2022 SCT Compensation$5,168,041 $2,648,606 
Subtract: SCT Equity Amount(2,338,466)(1,102,020)
Add: Fair value of equity granted as of 12/31/20221,724,378 854,084 
Add: Dividends paid— — 
Add/Subtract change in unvested equity(1,645,929)(596,790)
Add/Subtract change in vested equity during year(21,996)(5,732)
Subtract: Forfeited equity— — 
2022 Compensation Paid$2,886,029 $1,798,148 
2021 SCT Compensation$5,914,357 $5,638,982 $1,546,221 
Subtract: SCT Equity Amount(2,381,490)(3,308,053)(671,048)
Add: Fair value of equity granted as of 12/31/20213,697,992 4,002,555 811,828 
Add: Dividends paid— — — 
Add/Subtract change in unvested equity1,582,389 994,807 338,561 
Add/Subtract change in vested equity during year311,873 226,415 47,265 
Subtract: Forfeited equity(1,416,544)(708,223)(137,821)
2021 Compensation Paid$7,708,577 $6,846,483 $1,935,006 
2020 SCT Compensation$5,229,265 $1,538,633 
Subtract: SCT Equity Amount(2,442,364)(678,995)
Add: Fair value of equity granted as of 12/31/20202,285,319 635,247 
Add: Dividends paid— — 
Add/Subtract change in unvested equity(576,294)(128,450)
Add/Subtract change in vested equity during year(343,420)(73,182)
Subtract: Forfeited equity(1,306,850)(189,444)
2020 Compensation Paid$2,845,657 $1,103,810 
        
Compensation Actually Paid vs. Total Shareholder Return     Our TSR directly impacts the compensation actually paid to our CEO and other named executive officers and is the primary driver of the difference between the Summary Compensation Table amounts and Compensation Actually Paid amounts in the above table. This results from the high percentage of compensation delivered through equity awards which are tied directly to share price. Additionally, many of our equity awards included in the Compensation Actually Paid calculation have vesting tied to our absolute TSR (for market restricted stock unit grants made through 2019) or relative TSR (for PSU grants made beginning in 2020).        
Compensation Actually Paid vs. Net Income     While we do not use net income as a direct performance measure in our incentive plan, it impacts the compensation actually paid to our CEO and other named executive officers as it is an input in performance measures in both our short and long-term incentive plans (adjusted EPS, adjusted ROAA, and adjusted ROATCE).        
Compensation Actually Paid vs. Company Selected Measure     Adjusted ROATCE also impacts the compensation actually paid to our CEO and other named executive officers because 50% of the payout under our long-term incentive plan is based upon our adjusted ROATCE during the three-year measurement period.        
Tabular List, Table    

Performance Measures
Applicable Plan
Adjusted EPS(1)
Short-Term Incentive (50%)
Adjusted ROAA(1)
Short-Term Incentive (25%)
Adjusted ROATCE(1)
Long-Term Incentive (50%)
Relative TSRLong-Term Incentive (50%)
        
Total Shareholder Return Amount     $ 161.62 114.58 108.84 134.17 88.13
Peer Group Total Shareholder Return Amount     130.96 115.69 116.15 124.78 91.32
Net Income (Loss)     $ 479,451,000 $ 542,141,000 $ 757,902,000 $ 760,467,000 $ 373,695,000
Company Selected Measure Amount     0.158 0.168 0.198 0.178 0.091
PEO Name Mr. Stelling Mr. Blair Mr. Blair Mr. Blair Mr. Blair   Mr. Stelling
Additional 402(v) Disclosure    
(1)    For a reconciliation of the foregoing non-GAAP financial measures to the most comparable GAAP measures, please refer to Appendix B of this Proxy Statement.
While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay for Performance table. Moreover, Synovus generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay for Performance table.
        
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EPS(1)        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Adjusted ROAA(1)        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Adjusted ROATCE(1)        
Non-GAAP Measure Description     Adjusted ROATCE excludes non-recurring items and certain other items that are not indicative of ongoing operations. For a reconciliation of adjusted ROATCE to the most comparable GAAP measure, please refer to Appendix B of this Proxy Statement.        
Measure:: 4              
Pay vs Performance Disclosure              
Name     Relative TSR        
Blair [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 6,869,560 $ 5,310,963 $ 5,168,041 $ 5,638,982  
PEO Actually Paid Compensation Amount     10,896,693 5,388,333 2,886,029 6,846,483  
Stelling [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount           5,914,357 $ 5,229,265
PEO Actually Paid Compensation Amount           7,708,577 2,845,657
PEO | Blair [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (3,366,890) (3,121,483) (2,338,466) (3,308,053)  
PEO | Blair [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     5,188,097 2,787,949 1,724,378 4,002,555  
PEO | Blair [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,309,709 101,065 (1,645,929) 994,807  
PEO | Blair [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (103,783) 309,839 (21,996) 226,415  
PEO | Blair [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount           (708,223)  
PEO | Stelling [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount           (2,381,490) (2,442,364)
PEO | Stelling [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount           3,697,992 2,285,319
PEO | Stelling [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount           1,582,389 (576,294)
PEO | Stelling [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount           311,873 (343,420)
PEO | Stelling [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount           (1,416,544) (1,306,850)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (733,329) (708,870) (1,102,020) (671,048) (678,995)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,129,834 632,972 854,084 811,828 635,247
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     530,312 21,533 (596,790) 338,561 (128,450)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (21,647) $ 85,281 $ (5,732) 47,265 (73,182)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount           $ (137,821) $ (189,444)
v3.25.0.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Company’s longstanding practice has been to grant equity awards on a predetermined schedule. At the first quarterly meeting of any new fiscal year, the CHCC reviews and approves the value and amount of the equity compensation to be awarded to executive officers in accordance with the annual performance and compensation review process. The grant of approved equity awards then occurs that same day based on the closing price of Synovus’ common stock on the NYSE. The first quarterly meeting of the CHCC typically occurs after the Company’s release of the financial results for the prior fiscal year through filing of a Current Report on Form 8-K and accompanying earnings release and earnings call but before the filing of the Company’s Annual Report on Form 10-K for that fiscal year.

The CHCC does not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and Synovus does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards grants at the start of the new fiscal year to incentive the executives to deliver on the Company’s strategic objectives for the new fiscal year. If the CHCC is taking action to approve equity awards on or near the date that Synovus’ annual earnings are released, for example, the CHCC has established the grant date for equity awards to executives as: (a) the last business day of the month in which earnings are released or, if later, (b) one complete business day following the date of the earnings release. This policy ensures that the annual earnings release has time to be absorbed by the market before equity awards are granted. The timing of equity awards in 2024 was not impacted by this policy as equity awards were not granted to executives at or near the date that earnings were released.
Award Timing Method
The Company’s longstanding practice has been to grant equity awards on a predetermined schedule. At the first quarterly meeting of any new fiscal year, the CHCC reviews and approves the value and amount of the equity compensation to be awarded to executive officers in accordance with the annual performance and compensation review process. The grant of approved equity awards then occurs that same day based on the closing price of Synovus’ common stock on the NYSE. The first quarterly meeting of the CHCC typically occurs after the Company’s release of the financial results for the prior fiscal year through filing of a Current Report on Form 8-K and accompanying earnings release and earnings call but before the filing of the Company’s Annual Report on Form 10-K for that fiscal year.

The CHCC does not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and Synovus does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards grants at the start of the new fiscal year to incentive the executives to deliver on the Company’s strategic objectives for the new fiscal year. If the CHCC is taking action to approve equity awards on or near the date that Synovus’ annual earnings are released, for example, the CHCC has established the grant date for equity awards to executives as: (a) the last business day of the month in which earnings are released or, if later, (b) one complete business day following the date of the earnings release. This policy ensures that the annual earnings release has time to be absorbed by the market before equity awards are granted. The timing of equity awards in 2024 was not impacted by this policy as equity awards were not granted to executives at or near the date that earnings were released.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered The CHCC does not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and Synovus does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true