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2021 Proxy Statement

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2021 Proxy Statement NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2021 PROXY STATEMENT 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 Elizabeth W. Camp Chairman and Chief Executive Officer Lead Director 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. Table of Contents PROXY STATEMENT SUMMARY 1 EXECUTIVE COMPENSATION 45 VOTING INFORMATION 5 COMPENSATION COMMITTEE REPORT 57 CORPORATE GOVERNANCE AND SUMMARY COMPENSATION TABLE 58 BOARD MATTERS 8 CERTAIN RELATIONSHIPS AND RELATED DIRECTOR COMPENSATION 19 TRANSACTIONS 64 PROPOSALS TO BE VOTED ON 21 DELINQUENT SECTION 16(a) REPORTS 65 PROPOSAL 1 Election of 13 Directors............... 21 PROPOSAL 2 Approval of Synovus’ 2021 SHAREHOLDER PROPOSALS AND Employee Stock Purchase Plan ...... 27 NOMINATIONS 65 PROPOSAL 3 Approval of Synovus’ 2021 Director Stock Purchase Plan ................. 30 GENERAL INFORMATION 66 PROPOSAL 4 Approval of Synovus’ 2021 Omnibus Plan ................................... 33 APPENDIX A: DIRECTOR PROPOSAL 5 Approval of Advisory Vote on INDEPENDENCE STANDARDS A-1 Compensation of our Named Executive Officers as Determined by APPENDIX B: 2021 EMPLOYEE STOCK the Compensation Committee ....... 38 PURCHASE PLAN B-1 PROPOSAL 6 Ratification of the Appointment of the Independent Auditor.............. 39 APPENDIX C: 2021 DIRECTOR STOCK PURCHASE PLAN C-1 EXECUTIVE OFFICERS 40 APPENDIX D: 2021 OMNIBUS PLAN D-1 STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS 41 APPENDIX E: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES E-1 PRINCIPAL SHAREHOLDERS 42 AUDIT COMMITTEE REPORT 43 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.
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