Form

of Award

~~each executive based upon Synovus’ performance~~Payout Formula

Measures

Qualitative

Adjustment

Factors

Payout

Range

Cash

Core Earnings (50%)

Loan Growth (25%)

Growth in ~~these areas compared~~Core Deposits (25%)

Quality of Earnings, Quality of Loan Growth (including consideration of concentration limits), Quality of Deposit Growth, Expense Management (including consideration ofnon-interest expenses and efficiency ratio), Credit Quality, Financial Impact of Strategic Investments, External Factors (including impact of actual Federal Reserve rate increases vs. budget assumptions), Regulatory Compliance, Risk Management, Total Shareholder Return, Individual Performance

0% to the performance goals. Based upon Synovus’ actual 2014 performance compared to the performance goals established for 2014, annual short-term incentive award payouts were at 112.4% for each named executive officer.

150% of

Target

Based upon Synovus’ actual 2016 performance compared to the performance goals established for 2016, and consideration of the qualitative factors outlined above, annual short-term incentive award payouts ranged from 100% to 110% of target for each named executive officer.

~~SYNOVUS FINANCIAL CORP~~- ~~2015~~2017 Proxy Statement 3

PROXY STATEMENT SUMMARY

Long-Term Incentives

Our ~~new~~ long-term incentive program for executive officers is comprised of two equity vehicles which link our ~~executive’s~~executives’ compensation to performance results: performance stock unit awards, or PSUs, and market restricted stock unit awards, or MRSUs.

The following chart summarizes the provisions of our long-term incentive program:

The PSUs have both a performance vesting component (based upon our weighted average return on assets over a three-year performance period) and a service vesting component (100% after three years of service). The PSUs will only vest if the three-year weighted Return on Average Assets exceeds the performance criteria established by the Compensation Committee, which are based upon Synovus’ strategic


Form of Award	Vesting	~~plan objectives. The actual payout~~Payout Formula Measures	Payout Range
Performance Stock Units (50% of ~~the PSUs can range from~~ award value)	100% after 3 years	Weighted Return on Average Assets (as adjusted) (possible downward discretionary adjustment based upon risk considerations—see page )	0% to 150% of ~~the target amount~~Award Amount
Market Restricted Stock Units (50% of award value)	¹/₃ per year over 3 years (33¹/₃% per year)	Total Shareholder Return (possible downward discretionary adjustment based upon ~~the performance results.~~risk considerations—see page )	75% to 125% of Award Amount

MRSUs have a service-based vesting component, vesting one-third annually over a three-year period. In addition, the MRSUs feature performance criteria such that the number of MRSUs that vest each year will be adjusted upward or downward up to 25% based upon Synovus’ total shareholder return during the year.

Because of our stock ownership guidelines and “hold until retirement” requirements, executive officers hold a significant amount of ~~our~~Synovus common stock, further aligning their interests with shareholders’ interests.

We believe that the compensation delivered to each named executive officer in ~~2014~~2016 was fair and reasonable. ~~Although compensation increased in 2014 as we implemented our new post-TARP program, our executive compensation remains below market.~~


4		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

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 Synovus’ ~~2015~~2017 Annual Meeting of Shareholders, or Annual Meeting, which will be held on April ~~23, 2015,~~20, 2017, at 10:00 a.m., at ~~the~~Blanchard Hall, Columbus ~~Georgia Convention~~Bank and ~~Trade Center, 801 Front Avenue,~~

Trust Company, 1144 Broadway, Columbus, Georgia 31901. 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 ~~2014~~2016 Annual Report available to its shareholders via the Internet instead of mailing printed copies of these materials to each shareholder. On March ~~13, 2015,~~, 2017, 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 ~~2014~~2016 Annual Report. These proxy materials are being made available to our shareholders on or about March ~~13, 2015.~~, 2017. The Notice also provides instructions regarding how to access your proxy card to vote through

the Internet or by telephone. The Proxy Statement and ~~2014~~2016 Annual Report are also available on our website at ~~www.synovus.com/2015annualmeeting.~~investor.synovus.com/2017annualmeeting.

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 ~~12, 2015.~~16, 2017. 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 and bring it to the Annual Meeting in order to vote at the Annual Meeting.


4		- 2017 Proxy Statement

VOTING INFORMATION

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 ~~12, 2015, 134,922,132~~16, 2017, 122,271,227 shares of Synovus common stock were outstanding.

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 1312 director nominees named in this Proxy Statement;

(2)	FOR the advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee; ~~and~~

(3)	FOR the ratification of the amendment to the 2010 Synovus Tax Benefits Preservation Plan to extend the Plan; and

(4)	FORthe ratification of the appointment of KPMG LLP as Synovus’ independent auditor for the year ~~2015.~~2017.

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.

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 5

~~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 1312 Directors

To be elected, each of the 1312 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 forre-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 BrokerNon-Votes

Under certain circumstances, including the election of directors, ~~and~~ matters involving executive compensation and other matters considerednon-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 “brokernon-vote.” In these cases, ~~for~~ 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 34 but not with respect to any of the other proposals to be voted on at the Annual Meeting.

Abstentions and brokernon-votes will have no effect on any of the proposals 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. To vote by proxy, you may select one of the following options:

Vote By Telephone

You can vote your shares by telephone by calling the toll-free telephone number (at no cost to you) shown on your proxy card. Telephone voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April ~~22, 2015.~~ 19, 2017.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. If you vote by telephone, all of your shares will be voted as one vote per share.

- 2017 Proxy Statement 5

VOTING INFORMATION

Vote By Internet

You can also choose to vote on the Internet. The website for Internet voting is shown on your proxy card. Internet voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on April ~~22, 2015.~~19, 2017. 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, sign the certification (if applicable) and return it in the postage-paid envelope provided.

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

in person 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.


6		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

~~VOTING INFORMATION~~

Description of Voting Rights

We have a voting structure under which a holder of our common stock may be entitled to exercise ten votes per share for each of his or her shares that satisfy certain prescribed criteria and one vote per share for each of his or her shares that does not. As provided in Synovus’ Articles of Incorporation and bylaws, holders of Synovus common stock meeting any one of the following criteria are entitled to ten votes on each matter submitted to a vote of shareholders for each share of Synovus common stock owned on February ~~12, 2015~~16, 2017 which: (1) has had the same beneficial owner since April 24, 1986; or (2) has been beneficially owned continuously by the same shareholder since February ~~12, 2011;~~16, 2013; or (3) is held by the same beneficial owner to whom it was issued as a result of an acquisition of a company or business by Synovus where the resolutions adopted by Synovus’ Board of Directors approving the acquisition specifically grant ten votes per share; or (4) is held by the same beneficial owner to whom it was issued by Synovus, or to whom it was transferred by Synovus from treasury shares, and the resolutions adopted by Synovus’ Board of Directors approving such issuance and/or transfer specifically grant ten votes per share; or (5) was acquired under any employee, officer and/or director benefit plan maintained for one or more employees, officers and/or directors of Synovus and/or its subsidiaries, and is held by the same owner for whom it was acquired under any such plan; or (6) was acquired by reason of participation in a dividend reinvestment plan offered by Synovus and is held by the same owner who acquired it under such plan; or (7) is owned by a holder who, in addition to shares which are beneficially owned under the provisions of (1)-(6) above, is the owner of less than 162,723 shares of Synovus common stock (which amount is equal to 100,000 shares, as appropriately adjusted to reflect the change in shares of Synovus common stock by means of stock splits, stock dividends, any recapitalization or otherwise occurring since April ~~24, 1986)~~24,1986). For purposes of determining voting power under these provisions, any share of Synovus common stock acquired pursuant to stock options shall be deemed to have been acquired on the date the option was granted, and any shares of common stock acquired as a direct result of a stock split, stock dividend or other type of share distribution will be deemed to have been acquired and held continuously from the date on which shares with regard to such dividend shares were issued were acquired. Under these voting provisions, a shareholder may hold some shares that qualify for10-1 voting and some shares that do not. Holders of our common stock are entitled to one vote per share unless the holder can demonstrate that the shares meet one of the criteria above for being entitled to ten votes per share.

For purposes of the foregoing, any share of our common stock held in “street” or “nominee” name shall be presumed to have been acquired by the beneficial owner subsequent to April ~~24, 1986~~24,1986 and to have had the same beneficial owner for a continuous period of less than 48 months prior to February ~~12, 2015.~~16, 2017. This presumption shall be rebuttable by presentation to our Board of Directors by such beneficial owner of evidence satisfactory to our Board of Directors that such share has had the same beneficial owner continuously since April ~~24, 1986~~24,1986 or such share has had the same beneficial owner for a period greater than 48 months prior to February ~~12, 2015.~~16, 2017.

In addition, for purposes of the foregoing, a beneficial owner of a share of our common stock is defined to include a person or group of persons who, directly or indirectly, through any contract, arrangement,

undertaking, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the voting of such share of common stock, (2) investment power, which includes the power to direct the sale or other disposition of such share of common stock, (3) the right to receive, retain or direct the distribution of the proceeds of any sale or other disposition of such share of common stock, or (4) the right to receive or direct the disposition of any distributions, including cash dividends, in respect of such share of common stock.

Shares of Synovus common stock are presumed to be entitled to only one vote per share unless this presumption is rebutted by providing evidence to the contrary to Synovus. Shareholders seeking to rebut this presumption should complete and execute the certification appearing on their proxy card. Synovus reserves the right to request additional documentation from you to confirm the voting power of your shares. Because certifications must be in writing, if you choose to vote by telephone, all of your shares will be voted as one vote per share. SHAREHOLDERS WHO DO NOT CERTIFY ON THEIR PROXIES SUBMITTED BY MAIL OR INTERNET THAT THEY ARE ENTITLED TO TEN VOTES PER SHARE OR WHO DO NOT PRESENT SUCH A CERTIFICATION IF THEY ARE VOTING IN PERSON AT THE ANNUAL MEETING WILL BE ENTITLED TO ONLY ONE VOTE PER SHARE.Shareholders who do not certify on their proxies submitted by mail or internet that they are entitled to ten votes per share or who do not present such a certification if they are voting in person at the Annual Meeting will be entitled to only one vote per share.

For more detailed information on your voting rights, please refer to ~~the~~ Synovus’10-1 Voting Instructions and anthe accompanying voting instruction worksheet that are available on our website at ~~www.synovus.com/2015annualmeeting.~~investor.synovus.com/2017annualmeeting.

Synovus common stock is registered with the Securities and Exchange Commission, or SEC, and is traded on the New York Stock Exchange, or NYSE. Accordingly, Synovus’ common stock is subject to the provisions of a NYSE rule which, in general, prohibits a company’s common stock and equity securities from being authorized or remaining authorized for trading on the NYSE if the company issues securities or takes other corporate action that would have the effect of nullifying, restricting or disparately reducing the voting rights of existing shareholders of the company. However,


6		- 2017 Proxy Statement

VOTING INFORMATION

the rule contains a “grandfather” provision, under which Synovus’ ten vote provision falls, which, in general, permits grandfathered disparate voting rights plans to continue to operate as adopted. The number of votes that each shareholder will be entitled to exercise at the Annual Meeting will depend upon whether each share held by the shareholder meets the requirements which entitle one share of Synovus common stock to ten votes on each matter submitted to a vote of shareholders. Such determination will be made by Synovus based on information possessed by Synovus at the time of the Annual Meeting.

Synovus Stock Plans

If you participate in the Synovus Dividend Reinvestment and Direct Stock Purchase Plan, the Synovus Employee Stock Purchase Plan and/or the Synovus Director Stock Purchase Plan, your proxy card represents shares held in the respective plan, as well as shares you hold directly in certificate form registered in the same name. If you hold shares of Synovus common stock through a 401(k) plan, you will receive a separate proxy card representing those shares of Synovus common stock.

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 7

~~VOTING INFORMATION~~

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 ~~22, 2015,~~19, 2017, or (3) attending the Annual Meeting in person 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 Thursday, April ~~23, 2015,~~20, 2017, at 10:00 a.m. at ~~the~~Blanchard Hall, Columbus ~~Georgia Convention~~Bank and ~~Trade Center, 801 Front Avenue,~~Trust Company, 1144 Broadway, Columbus, Georgia. Directions to ~~the Trade Center can~~Blanchard Hall may be obtained ~~from the Investor Relations page of Synovus’~~on our website at ~~www.synovus.com.~~investor.synovus.com/2017annualmeeting. If you are unable to attend the meeting, you can listen to it live and view the slide presentation over the Internet at ~~www.synovus.com/2015annualmeeting.~~investor.synovus.com/2017annualmeeting.

Additionally, 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 ~~preliminary~~ voting results of the Annual Meeting in Synovus’ Current Report on Form8-K, which Synovus will file with the SEC no later than April ~~29, 2015.~~26, 2017.

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.


8		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

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 of Incorporation 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 ~~having~~following sound corporate ~~governance principles.~~

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 8 of ~~the 13~~our 12 director nominees first elected to our Board within the past ~~five~~six years ~~with~~(with an average tenure of the 1312 director nominees being ~~7.6 years;~~

6.8 years);

- 2017 Proxy Statement 7

CORPORATE GOVERNANCE AND BOARD MATTERS

11 of ~~the 13~~our 12 director nominees are ~~independent (12 as of April 1, 2015);~~

independent;

~~Independent~~An independent Lead Director;

Independent Audit, Compensation, Risk and Corporate Governance and Nominating Committees;

~~Risk Committee comprised of a majority of independent directors (entirely independent as of April 1, 2015);~~

~~Risk Oversight~~Robust risk oversight by the full Board and all Board committees;

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

Periodic rotation of Board committee leadership and composition;

Frequent education programs to keep directors apprised of such 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 Board ~~Committee self-evaluations;~~

committee self-evaluations, facilitated by an independent third party for the last three years;

No executives or management members serving on the Board other than the CEO;

Mandatory retirement of our directors upon attaining the age of 72;

Executive compensation driven by apay-for-performance policy;

~~Stock~~Meaningful stock ownership guidelines for Board members and executive officers;

Adoption of a “claw back” policy for incentive compensation paid to Synovus’ executive officers; and

Share retention/“hold until retirement” policy for executive officers.

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

~~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 asAppendix A and are also available in the Corporate Governance Section of our website at ~~www.synovus.com/governance.~~investor.synovus.com.

The Board has affirmatively determined that ~~a majority~~eleven of its twelve 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, ~~2015,~~2017, the following directors are independent: Catherine A. Allen, Tim E. Bentsen, Stephen T. Butler, Elizabeth W. Camp, T. Michael Goodrich, ~~V. Nathaniel Hansford,~~ Jerry W. Nix, Harris Pastides, Joseph J. Prochaska, Jr., Melvin T. Stith, Barry L. Storey and Philip W. Tomlinson. ~~The~~In addition, Synovus’ Board has ~~also~~ determined that, as of ~~April 1, 2015, Tim E. Bentsen will be~~his appointment to the Board on January 18, 2017, F. Dixon Brooke, Jr. is independent. Please see “Certain Relationships and Related Transactions” on page 45 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

~~Attendance at Meetings~~

The Board of Directors held nine meetings in ~~2014.~~2016. All directors attended at least 75% of Board and committee meetings held during their tenure during ~~2014.~~2016. The average attendance by incumbent directors at the aggregate number of Board and committee meetings they were

scheduled to attend was ~~96%~~approximately 97%. 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 meetings. All of Synovus’ ~~current~~then-current directors (except for one) attended Synovus’ ~~2014 Annual Meeting.~~2016 annual meeting of shareholders.

Board meetings regularly include education presentations and training to enable the 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 such as cybersecurity, evolving regulatory standards, risk management, emerging products and trends, economic conditions, 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, the directors periodically attend industry conferences, meetings with regulatory agencies and educational sessions pertaining to their service on the Board and its committees.

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 9


8		- 2017 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

Committees of the Board

Synovus’ Board of Directors has five principal standing ~~committees —~~ 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 ~~www.synovus.com/governance.~~investor.synovus.com. The Board has

determined that each member of the Audit, Corporate Governance and Nominating, Compensation and ~~Compensation~~Risk Committees is an independent director as defined by ~~the listing standards of the NYSE and our Corporate Governance Guidelines, and a majority of the members of the Risk Committee are independent directors as defined in~~ 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~~

~~Corporate Governance~~

~~and Nominating~~

~~Compensation~~Audit
Committee

~~Risk~~Corporate
Governance
and
Nominating
Committee

Compensation
Committee

Risk
Committee

Executive
Committee

Catherine A. Allen

Tim E. Bentsen

Stephen T. Butler

Elizabeth W. Camp

~~Chair~~

~~V. Nathaniel Hansford,~~

~~Chair~~

LOGO

T. Michael Goodrich

~~Chair~~

~~Joseph J. Prochaska, Jr.,~~

~~Chair~~

~~Kessel D. Stelling,~~

~~Chair~~

Jerry W. Nix

~~Catherine A. Allen~~ LOGO

~~Elizabeth W. Camp~~ LOGO

~~Catherine A. Allen~~

~~Elizabeth W. Camp~~

Harris Pastides

Joseph J. Prochaska, Jr.

~~Stephen T. Butler~~ LOGO

~~Melvin T. Stith~~

~~Tim E. Bentsen~~

~~T. Michael Goodrich~~

~~Jerry W. Nix~~

~~Elizabeth W. Camp~~

~~V. Nathaniel Hansford~~ LOGO

Kessel D. Stelling

~~Harris Pastides~~

~~Joseph J. Prochaska, Jr.~~

~~Barry L. Storey~~

~~Phillip~~

Melvin T. Stith

Barry L. Storey

Philip W. Tomlinson

Chairperson LOGO

Member

Following the election of directors at the Annual Meeting, the Corporate Governance and Nominating Committee will recommend the reconstitution of these committees and appoint committee chairpersons after giving effect to ~~the~~any changes to the current composition of the Board.

Audit Committee

Synovus’ Audit Committee held twelve meetings in ~~2014.~~2016. The Audit Committee’s report is on page 26 of this Proxy Statement. The Board has determined that all ~~three~~four members of the Committee are independent and financially literate under the rules of the NYSE and that each of the ~~three~~four 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;

Thenon-management directors of Synovus meet separately at least four times a year after regularly scheduled meetings of the Board of Directors and at such other times as may be requested by the Chairman of the Board or any director. Synovus’ independent directors meet at least once a year. During ~~2014,~~2016, Mr. Goodrich, as Lead Director, presided at the meetings ofnon-management and independent directors.

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.

These procedures are also available in the Corporate Governance section of our website at ~~www.synovus.com/governance.~~investor.synovus.com. Synovus’ process for handling shareholder and other communications to the Board has been approved by Synovus’ independent directors.

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 2016, members of our management team met regularly with a significant number of our shareholders to discuss our corporate strategy, capital management, risk management, corporate governance and executive compensation. In regularly engaging with our shareholders, we provide perspective on our policies and practices and seek input from these shareholders to ensure that we are addressing their questions and concerns.

The Compensation Committee is responsible for the oversight and administration of the Synovus director compensation program. The following is a description of the director compensation program for ~~2014.~~2016.

The following table summarizes the compensation paid by Synovus tonon-management directors for the year ended December 31, ~~2014.~~2016.

The business experience and other specific skills, attributes and qualifications of each of the nominees is as follows:

~~Catherine A. Allen~~is the Chairman and Chief Executive Officer of The Sante Fe Group, a consulting group founded in 1996, specializing in the management of strategic financial services and critical infrastructure projects and in providing advisory services to executive officers and boards of directors. From 1997 to 2007, she was the founding Chief Executive Officer of BITS, a sister organization to the Financial Services Roundtable, which worked closely with executives of the nation’s largest financial institutions on strategic issues, including payments strategies, risk management, emerging technologies, e-commerce, vendor risk, privacy, cyber security, counter terrorism, and security. At BITS, Ms. Allen also worked closely with the regulatory community and testified on Capitol Hill often on these issues. From 1989 to 1996, she held several executive positions at Citicorp in the retail, bankcard and corporate technology divisions and represented Citicorp in creating and chairing the Smart Card Forum, a multi-industry standards group. Prior to Citicorp, she was an executive in electronic publishing at Dun and Bradstreet. Ms. Allen holds a bachelor’s degree from the University of Missouri, a master’s degree from the University of Maryland, and an ABD in International Business from George Washington University. She currently serves on the board of El Paso Electric Company, a public company specializing in utilities, chairs its security committee and is a member of its energy and natural resources committee, nominating and governance committee, and public affairs committee. She serves on the advisory committee of Houlihan Lokey and on various other private, non-profit and civic boards, including the National Foundation for Credit Counseling. Ms. Allen has written four books with subjects ranging from emerging technologies and innovation to retirement, and has been recognized for her work in financial services, technology, and innovation with an honorary doctorate from the University of Missouri, the US Banker Lifetime Achievement Award, and the Executive Women’s Forum Lifetime Achievement Award, among others. Ms. Allen’s in-depth knowledge and experience in the areas of payments, cyber security, risk management, emerging technologies, and corporate governance provides a significant resource to the Synovus Board.- 2017 Proxy Statement 17

~~Tim E. Bentsen~~


		Tim E. Bentsen is a former audit partner and practice leader of KPMG LLP, a U.S.-based global audit, tax and advisory services firm. 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 practice leader of KPMG LLP, 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 andnon-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. He is a faculty member at the J.M. Tull School of Accounting at the University of Georgia ~~an independent member of the board of directors and audit committee of Krispy Kreme Doughnuts, Inc., a public company specializing in sweet treats and complementary products,~~ and an independent member of the board of trustees and audit committee of Ridgeworth Funds, a mutual fund complex. He holds a bachelor’s degree in business administration from Texas Tech University and has completed the Partner Development Program at Harvard University. Mr. Bentsen is a certified public accountant and a member of the American Institute and Georgia Society of Certified Public Accountants. 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.
		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 business, 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 First Commercial Bank, or FCB, a banking division of Synovus, and has served on the FCB board since its inception over 30 years ago. Mr. Brooke also serves as a director of EBSCO and McWane, Inc. and as a director of suchnon-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 acumen, 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 Chairman of the Board of W.C. Bradley Co., a private consumer products and real estate company, a position he has held since 2008. Prior to that time and for 21 years, he served as Chief Executive Officer and Chairman of the Board 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. In addition to his leadership role on the W.C. Bradley board, Mr. Butler currently serves as Chairman of the Board of Columbus Bank and Trust, or CB&T, a banking division of Synovus, and on the boards of various civic andnon-profit companies, including St. Francis Hospital, Inc. and The Bradley-Turner Foundation. 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, compensation practices and risk management, among other things.
		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, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company for 16 years. 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 severalnon-profit organizations, including the Woodruff Arts Foundation, University of Georgia Foundation, the Atlanta chapter of the National Association of Corporate Directors, Vice Chair of the University of Georgia’s Terry College of Business Dean’s Advisory Council and the Boy Scouts Council of Atlanta. She is also 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. Previously, Ms. Camp served as a director of Blue Cross Blue Shield of Georgia from 1992 to 2001. 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.

~~Stephen T. Butler~~is the Chairman of the Board of W.C. Bradley Co., a private consumer products and real estate company, a position he has held since 2008. Prior to that time and for 21 years, he served as Chief Executive Officer and Chairman of the Board 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. In addition to his leadership role on the W.C. Bradley board, Mr. Butler currently serves as Chairman of the Board of Columbus Bank and Trust, or CB&T, a banking division of Synovus, and on the boards of various civic and non-profit companies, including St. Francis Hospital, Inc. and The Bradley-Turner Foundation. 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, compensation practices and risk management, among other things.

~~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, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company for 16 years. Before it was sold in 2000, Camp Oil developed and operated convenience stores, truck stops and restaurants and grew to realize annual revenue of $300 million, employing 650 employees and operating 62 units in nine states throughout the United 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 and a master’s degree in taxation from Georgetown University. Ms. Camp served as an advisory director of Citizens Bank & Trust, a banking division of Synovus, for over 23 years and is a current or past trustee or director of several non-profit organizations, including the Georgia Department of Industry, Trade & Tourism. Previously, Ms. Camp served as a director of Blue Cross Blue Shield of Georgia from 1992 to 2001. 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.

~~T. Michael Goodrich~~is the former Chairman of the Board and Chief Executive Officer of BE&K, Inc., a privately held international engineering and construction company specializing in complex projects. Mr. Goodrich served as Chairman and Chief Executive Officer from 1995 until his retirement in May 2008. Mr. Goodrich received a bachelor’s degree in civil engineering from Tulane University and a law degree from the University of Alabama. Mr. Goodrich serves as a director of Energen Corporation, a publicly held diversified energy company, and as an advisory director of First Commercial Bank, a banking division of Synovus. He also serves on the board of Atlas AGI Holdings Group. Mr. Goodrich is our Lead Director and the Chairman of our Compensation Committee. He also chairs the governance committee and is a member of the compensation committee at Energen. In addition, he is a member of the Alabama Academy of Honor, the National Academy of Construction and the Alabama Engineering Hall of Fame. Through his experience as chief executive officer as well as his service on the board and committees of another NYSE-listed public company, Mr. Goodrich brings extensive leadership, risk assessment skills and public company expertise to our Board.

~~V. Nathanial Hansford~~is the former President of North Georgia College and State University, a position he held from 1999 through 2005. Prior to his retirement in 2005, Mr. Hansford was a professor and Dean of Law at the University of Alabama and was a visiting professor at the United States Military Academy, the University of Georgia and the University of Fribourg in Switzerland. Mr. Hansford also served for 20 years in the U.S. Army Reserves, Judge Advocate General’s Corps., retiring as a Colonel. Mr. Hansford holds a bachelor’s degree and a law degree from the University of Georgia and a master’s degree in law from the University of Michigan. Mr. Hansford served as chairman and for many years as a director of one of our banking divisions, Cohutta Banking Company. He is also the past state chairman of the Georgia Trust for Historic Preservation and a member of the Oglethorpe County Development Authority and the Lexington City Council. Mr. Hanford’s extensive background in education and administration provide our Board with leadership and consensus-building skills on a variety of matters, including corporate governance and succession planning.

~~Jerry W. Nix~~is the former Vice Chairman, Executive Vice President and Chief Financial Officer of Genuine Parts Company, a public company engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials. Prior to retiring in March 2013, Mr. Nix served as Chief Financial Officer for over 13 years and served in various other capacities with Genuine Parts Company before that time, including Senior Vice President — Finance. In addition to serving as a director of Genuine Parts, Mr. Nix serves on various civic and non-profit boards, including Young Harris College, Cobb County Chamber of Commerce, Cobb-Marietta Coliseum and Exhibit Hall Authority, John and Mary Franklin Foundation and Boy Scouts of America. Prior to joining Genuine Parts in 1978, Mr. Nix was an auditor with Ernst & Young and a pilot in the U.S. Air Force. Mr. Nix has bachelors’ degrees from both Mississippi State University and the University of Florida. Mr. Nix’s extensive financial and accounting experience with a large diversified public company provides the Board with a great resource in the financial, accounting, risk management, and investor relations areas.

~~Harris Pastides~~is the President of the University of South Carolina, a position he has held since August 2008. 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. In addition to serving on the advisory board of one of our banking divisions, NBSC, he 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 also serves as Chairman of the NCAA Division 1 Board of Directors. 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. His experience in management and complex organizations and his background in research, innovation and education provides 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 a private company and is a member of its audit committee. He has also received the designation of a Governance Fellow by the National Association of Corporate Directors. Mr. Prochaska’s extensive 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.

~~Kessel D. Stelling~~is the Chairman of the Board, Chief Executive Officer and President of Synovus. He has been Chairman since January 1, 2012 and Chief Executive Officer and President since October 2010, after serving as Acting Chief Executive Officer from June to October 2010 while Richard E. Anthony was on a medical leave of absence. 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, or BNG, a banking division of Synovus, 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 Bancshares, Inc. merged with and into Synovus and Riverside Bank merged with and into BNG. 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 the Vice Chairman of the Board of Regents of the University System of Georgia. Mr. Stelling also serves as a trustee or director on several civic and non-profit organizations, including the Georgia Chamber of Commerce and the Financial Services Roundtable. Mr. Stelling’s extensive banking and leadership experience, along with his in-depth knowledge of our corporate strategy and day-to-day operations, provides our Board with an important resource in understanding our markets and industry.

~~Melvin T. Stith~~is a Professor of Marketing and until June 2013, was the Dean of the Martin J. Whitman School of Management at Syracuse University. Prior to becoming Dean at Syracuse in 2005, Dr. Stith was the Dean and Jim Moran Professor of Business Administration at Florida State University for 13 years. He has been a professor of marketing and business since 1977 after having served in the U.S. Army Military Intelligence Command and achieving the rank of Captain. He holds a bachelor’s degree from Norfolk State College and a master’s degree in business administration and a Ph.D. in marketing from Syracuse University. Dr. Stith currently serves on the board of Flowers Foods, Inc., a publicly held baked foods company, and its corporate governance and compensation committees, and the board of Aflac Incorporated, a publicly held, Fortune 500 supplemental insurance company, as well as its governance and audit committee. He has also served on the boards of various private companies and is a current or past director of Beta Gamma Sigma, the national honorary society for business schools, the Jim Moran Foundation and the Graduate Management Admissions Council. Dr. Stith’s leadership skills in consensus-building, risk management and executive management and his financial acumen add an important dimension to our Board’s composition.

~~Barry L. Storey~~is the Principal of BLS Holding 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 that 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. and as a real estate leasing manager for NTS Development Corporation. He has extensive real estate expertise and experience in many of the markets in which we serve. Mr. Storey holds a bachelor’s degree from the University of Georgia, is a trustee of the University of Georgia Foundation and the incoming Chair of the University of Georgia’s Terry College of Business Dean’s Advisory Council. Mr. Storey serves on numerous civic and professional boards of directors, as well as on the advisory board of AFB&T, one of our banking divisions. His extensive experience 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 growth and expense reduction strategies for the future.

~~Philip W. Tomlinson~~ is an executive officer and the Chairman of the Board of TSYS, a publicly held global payments processing company. Prior to his retirement as Chief Executive Officer of TSYS in 2014, Mr. Tomlinson served as Chairman of the Board and Chief Executive Officer of TSYS for eight years. From 1982 until 2006, Mr. Tomlinson served in various capacities with TSYS, including Chief Executive Officer and President. Since TSYS’ incorporation in December 1982, Mr. Tomlinson has played a key role in almost every major strategy that has shaped TSYS’ development. Mr. Tomlinson is a member of the Financial Services Roundtable and a graduate of Louisiana State University School of Banking of the South. Mr. Tomlinson serves as an advisory director of CB&T and is also a member of the Georgia Economic Development Board and other charitable and civic organizations’ board of directors. As the Chairman of a public company, Mr. Tomlinson provides valuable insight and guidance on the issues of corporate governance, strategy and risk management, particularly as to his expertise and understanding of the current trends within the financial services industry and as to his diverse relationships within the financial services community.

The Board of Directors unanimously recommends that you vote “FOR” each of the 1312 nominees.

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~~2014 Compensation~~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 anynon-cash items.

On April 26, 2010, our Board adopted a Shareholder Rights Plan (as amended as of September 6, 2011, the “Plan”) between the Company and American Stock Transfer & Trust Company, LLC (as successor to Mellon Investor Services LLC), as Rights Agent. The purpose of the Plan is to protect Synovus’ ability to use certain tax assets, such as net operating loss carryforwards, capital loss carryforwards, tax credit carryforwards and certainbuilt-in losses (collectively, the “Tax Benefits”), to offset future taxable income. Under the original terms of the Plan, the Rights (as defined below) were scheduled to expire on April 27, 2013 but after careful consideration and based on advice of external legal counsel and tax advisors, our Board concluded that it was in the best interests of Synovus and our shareholders to extend the Plan and, on April 24, 2013, the Board approved an amendment to the Plan (the “2013 Amendment”) to (1) extend the final expiration date from April 27, 2013 to April 28, 2016 and (2) update certain contact information under the Notices section of the Plan. Except for the foregoing changes, the 2013 Amendment resulted in no further changes to the Plan. Our shareholders ratified the 2013 Amendment at the 2014 annual shareholders’ meeting, with the 2013 Amendment receiving the support of over 93% of the votes cast.

Since that time and because of Synovus’ tax assets, with the advice of external legal counsel and tax advisers, our Board concluded that it was in the best interests of Synovus and our shareholders to again extend the Plan, and on April 20, 2016, the Board approved the third amendment to the Plan (the “2016 Amendment”) to extend the final expiration date from April 28, 2016 to April 29, 2019.The 2016 Amendment resulted in no further changes to the Plan. The 2016 Amendment is included asAppendix B to this Proxy Statement.

This proposal asks our shareholders to ratify the 2016 Amendment. Although shareholder ratification of the 2016 Amendment is not required by our bylaws or otherwise, we are submitting the 2016 Amendment to our shareholders for ratification to permit our shareholders to participate in this important corporate decision. If not ratified, our Board may reconsider the 2016 Amendment, although the Board will not be required to do so.

The Plan was adopted to protect Synovus’ tax assets. Through December 31, 2016, Synovus has Tax Benefits that could offset approximately $361 million of future federal taxable income and approximately $1.4 billion of future state taxable income. The future federal Tax Benefits expire between 2031 and 2036, and the future state Tax Benefits expire between 2025 and 2035. We can utilize the Tax Benefits in certain circumstances to offset taxable income and reduce our federal income tax liability. Synovus’ ability to use these Tax Benefits in the future may be significantly limited if we experience an “ownership change” as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). As further described below, the Plan is designed to prevent certain acquisitions of Synovus stock which could adversely affect Synovus’ ability to use these Tax Benefits.

An ownership change under Section 382 generally occurs when a change in the aggregate percentage ownership of the stock of the corporation held by “five percent shareholders” increases by more than fifty percentage points over a rolling three year period. A corporation experiencing an ownership change generally is subject to an annual limitation on its utilization ofpre-change losses and certain post-change recognizedbuilt-in losses equal to the value of the stock of the corporation immediately before the “ownership change,” multiplied by the long-termtax-exempt rate (subject to certain adjustments). An ownership change could occur, or the risk of an ownership change could be increased, if Synovus issues additional shares of its Common Stock, including shares issued in connection with an acquisition or business combination. If an ownership change under Section 382 occurred, the value of Synovus’ Tax Benefits could be impaired, and our ability to use these Tax Benefits could be adversely affected.

Transactions in Synovus stock during 2009 and 2010 increased the risk that Synovus could experience an ownership change in the future, including as a result of transactions that are not within Synovus’ control. Based upon these considerations, and advice of external counsel and legal advisors, our Board adopted the Plan in 2010 to reduce the likelihood that future transactions in our stock over a rolling three-year period will result in an ownership change.

During 2012 and early 2013, Synovus held extensive discussions regarding capital planning, including discussions regarding the amount of additional capital that might be required to permit Synovus to redeem its obligations under TARP and the potential impact of such actions on its Tax Benefits. Even though the rolling three-year period for the 2009 and 2010 stock issues had passed, Synovus still faced the risk that an ownership change could occur in the future if Synovus issued additional shares of Common Stock, including any shares issued in connection with the redemption of its TARP obligations and any shares issued in connection with any future acquisitions or business combinations. In light of these capital planning discussions, after considering the substantial size of the Tax Benefits as of March 31, 2013, and with the advice of external legal counsel and tax advisors, our Board concluded that it was in the best interests of Synovus and our shareholders to adopt the 2013 Amendment.

In 2016, Synovus again considered the substantial size of the remaining Tax Benefits as of December 31, 2015 and with the advice of external legal counsel and tax advisors, our Board determined that it was in the best interests of Synovus and our shareholders to adopt the 2016 Amendment, particularly in light of the needed flexibility to execute Synovus’ strategic plan and to pursue potential acquisitions or business combinations in the future.

In general terms, the Plan discourages (1) any person or group from becoming a beneficial owner of 5% or more of Synovus’ then outstanding Common Stock (a “5% Shareholder”) and (2) any existing 5% or greater shareholder from acquiring additional shares of Synovus’ stock. There is no guarantee, however, that the Plan will prevent Synovus from experiencing an ownership change.

Unlike traditional shareholder rights plans(so-called poison pills) which are designed and put in place to deter unsolicited takeovers bids, the Plan was not adopted as an anti-takeover measure. The Plan is designed solely to protect Synovus’ Tax Benefits by deterring actions that could increase the likelihood of a loss of Tax Benefits. The Plan differs in certain key respects from a traditional shareholder tax benefits preservation plan, including that

the Plan does not apply to acquisitions of a majority of Synovus’ Common Stock made in connection with an offer to acquire 100% of Synovus’ Common Stock, and the Plan (as amended by the 2016 Plan Amendment) will expire in April 2019 whereas traditional shareholder rights plans generally have longer terms.

The following description of the Plan (as amended) is qualified in its entirety by reference to the text of the Plan, which has been filed with the SEC and is available on the SEC’s website (http://www.sec.gov). Please read the Plan in its entirety as the discussion below is only a summary.

The Rights. In connection with the adoption of the Plan on April 26, 2010, Synovus’ Board of Directors declared a dividend of one preferred stock purchase right (a “Right”) for each share of Common Stock outstanding of Synovus as of the close of business on April 29, 2010 (the “Tax Benefits Preservation Plan Record Date”). A Right will also be received with respect to each share of Common Stock issued after the Tax Benefits Preservation Plan Record Date. Each Right initially represents the right to purchase, for $12.00 (the “Purchase Price”), oneone-millionth of a share of Series B Participating Cumulative Preferred Stock, no par value share (the “Series B Preferred Stock”). Any Rights held by an Acquiring Person (as defined below) are void and may not be exercised. The Board may exempt any person or group from being deemed an Acquiring Person if it determines, in its sole discretion, that such person’s or group’s attainment of 5% Shareholder status has not jeopardized or endangered Synovus’ utilization of the Tax Benefits.

Exercisability. The Rights are not exercisable until the earlier to occur of (1) the 10th business day after public announcement that any person or group has become an Acquiring Person; and (2) the 10th business day after the date of the commencement of a tender or exchange offer by any person which would or could, if consummated, result in such person becoming an Acquiring Person, subject to extension by the Board prior to the expiration of the tender or exchange offer. The date that the Rights become exercisable is referred to as the “Distribution Date.” After any person has become an Acquiring Person, each Right (other than Rights treated as beneficially owned under certain U.S. tax rules by the Acquiring Person) will generally entitle the holder to purchase for the Purchase Price a number of shares of Series B Preferred Stock having a market value of twice the Purchase Price.

An “Acquiring Person” means generally any person or group that either becomes a beneficial owner of 5% or more of Synovus’ Common Stock then outstanding or a “5% shareholder” under the applicable U.S. tax regulations, other than: (1) the U.S. Government, its instrumentalities or agencies and certain of its wholly-owned entities; (2) Synovus and certain of its affiliates; (3) certain existing 5% Shareholders so long as such shareholder does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (4) any person or group that has become a 5% shareholder as a result of a redemption by Synovus so long as such person or group does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (5) no person or group that Synovus’ Board determines, in its sole discretion, has inadvertently become a 5% Shareholder so long as such person promptly divests (without exercising or retaining any power, including voting, with respect to such securities), sufficient shares of Synovus so that such person is no longer a 5% Shareholder; (6) any person or group that has become a 5% Shareholder if Synovus’ Board determines, in its sole discretion, that the attainment of such status has not jeopardized or endangered, and likely will not jeopardize or endanger, Synovus’ utilization of the Tax Benefits so long as such person or group does not increase its percentage stock ownership of Synovus, except under certain limited circumstances; (7) any person or group that acquires at least a majority of Synovus’ Common Stock in connection with an offer to acquire 100% of Synovus’ Common Stock then; and (8) any Strategic Investor (as defined in the Plan) so long as the applicable Strategic Investor does not increase its percentage stock of Synovus’ Common Stock.

Exchange. At any time on or after the date on which a public announcement is made that any person becomes an Acquiring Person, the Board may elect to exchange all or part of the Rights (other than Rights beneficially owned by the Acquiring Person and certain affiliated persons and their transferees) for oneone-millionth of a share of Series B Preferred Stock (or one share of Common Stock) per Right, subject to adjustment.

Redemption.The Board may, at its option, redeem all, but not fewer than all, of the then outstanding Rights at a redemption price of $0.000001 per Right (the “Redemption Price”) at any time prior to a Distribution Date. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price for each Right so held.

Expiration.The Rights will expire on the earlier of (a) April 29, 2019; (b) the time at which all Rights are redeemed or exchanged; (c) the first day of a taxable year of Synovus to which the Board determines that no Tax Benefits may be carried forward; and (d) a date prior to a Stock Acquisition Date (as defined in the Plan) on which the Board determines, in its sole discretion, that the Rights and the Plan are no longer in the best interests of Synovus and its shareholders. While the timeframe for exhaustion of Synovus’ Tax Benefits will depend on Synovus’ actual taxable income for future periods, Synovus management estimates that the Rights will expire prior to the date on which Synovus would be able to utilize all of its existing Tax Benefits under current tax regulations.

Voting;Shareholder Rights. Holders of Rights have no rights as a shareholder of Synovus, including the right to vote or to receive dividends.

Antidilution Provisions.The Plan includes antidilution provisions designed to maintain the effectiveness of the Rights.

Amendments. At any time prior to a Distribution Date, the Plan may be amended in any respect unilaterally by Synovus. At any time after the occurrence of a Distribution Date, the Plan may be amended unilaterally by Synovus in any respect that does not adversely affect Rights holders (other than any Acquiring Person), (b) cause the Plan again to become amendable other than in accordance with this sentence or (c) cause the Rights again to become redeemable.

The Board of Directors unanimously recommends that you vote “FOR” ratification of the amendment to the 2010 Tax Benefits Preservation Plan to extend the Plan.

The following table sets forth the name, age and position ~~with Synovus~~ of each executive officer of ~~Synovus.~~Synovus as of the date of this Proxy Statement.

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 December 31, ~~2014.~~2016.

~~None of the foregoing individuals beneficially own shares of Synovus stock with (1) sole voting and no investment power or (2) no voting and sole investment power.~~

In addition, the executive officers other than our executive officers named in the Summary Compensation Table had rights to acquire an aggregate of 75,092 shares of Synovus stock within 60 days through the exercise of stock options. None of the shares of Synovus stock held by these other executive officers were pledged or otherwise held in a margin account.

The foregoing table does not include salary stock units that settled in cash on January 15, 2015. For more information, see footnote 1 to the Summary Compensation Table on page 40 of this Proxy Statement.

The following table sets forth the number of shares of Synovus common stock held by the only known holders of more than 5% of the outstanding shares of Synovus common stock as of December 31, ~~2014.~~2016.

Based upon the review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in Synovus’ Annual Report on Form10-K for the year ended December 31, ~~2014~~2016 filed with the Securities and Exchange Commission.

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of Synovus’ annual consolidated financial statements for the years ended December 31, ~~2014~~2016 and December 31, ~~2013~~2015 and fees billed for other services rendered by KPMG during those periods.

The following Compensation Discussion and Analysis, or CD&A, describes our compensation program for our named executive officers, who are listed in the table below:


28				~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

WHAT WE DON’T DO


×		No Employment ~~Contracts —~~ Contracts—See page 35

×		No Option ~~Repricing —~~ Repricing—See page 37

×		No Hedging of Synovus Equity Securities by Executive Officers and ~~Directors —~~ Directors—See page 36

×		No Pledging of Synovus Equity Securities by Executive Officers and ~~Directors —~~ Directors—See page 37

~~Executive Summary—Improved Performance and a New Pay for Performance Program~~


30		- 2017 Proxy Statement

EXECUTIVE COMPENSATION

Executive Summary

~~2014 was an important year for Synovus and our executive compensation program. We continued to improve our performance and, since we are now no longer subject to the TARP-related restrictions on~~

~~the structure of our executive compensation program, we implemented a new executive compensation program that reflects our pay for performance philosophy.~~

~~2014~~Synovus’ 2016 financial results reflect another year of strong performance.

Synovus 2016 Financial Performance

Our key achievements in ~~2014~~2016 include the following:

•

~~Continued profitability~~Earnings growth—Net income available to common shareholders for ~~2014~~2016 was ~~$185.0~~$236.5 million, a ~~56.1%~~9.6% increase from ~~$118.6~~$215.8 million in ~~2013.~~2015. Diluted earnings per share was ~~$1.33~~$1.89 for ~~2014,~~2016, up ~~50.5%~~16.7% from ~~2013.~~

2015.

•

~~Return~~Revenue growth—Total revenues (consisting of ~~Capital to Shareholders—In October 2014, we announced a program to repurchase up to $250 million of our common stock as well as~~net interest income andnon-interest income excluding net investment securities gains) were $1.17 billion, an increase inof $73.9 million or 6.8% from 2015, with net interest income andnon-interest income growing 8.7% and 0.8%, respectively, from the quarterly dividend payable on our common stock from $0.07 per share to $0.10 per share, beginning with the dividend paid on January 2, 2015. As of December 31, 2014, we had repurchased, or entered into agreements to repurchase, $88.1 million of common stock.

prior year.

•

Loan growth—~~Total~~Loan growth was solid in 2016, as we continued to diversify and optimize our portfolio. With continued momentum in all of our lines of business, total loans ~~grew by $1.04~~outstanding were $23.86 billion ~~or 5.2%~~at the end of 2016, up 6.4 percent from a year ago, driven by balanced growth across the portfolio. See “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Loans” of the 2014 Annual Report for further information.$22.43 billion atyear-end

2015.

•

Deposit growth—Total ~~deposits at December 31, 2014 increased $654.9 million, or 3.1% from a year ago. Excluding brokered deposits and time deposits, total~~average deposits increased ~~$436.8 million~~$1.33 billion, or ~~2.7%~~5.9%, from ~~a year ago~~2015 to $23.88 billion in 2016. Average core transaction deposit accounts* increased $1.44 billion, or 9.2%, from 2015 to $17.13 billion in 2016, driven by an increase in money market andnon-interest bearing demand deposits.

•

Continued broad-based improvement in credit quality—~~Credit quality continued~~Non-performing assets declined 18.4% to ~~improve. Non-performing loans declined $218.5~~$175.7 million ~~or 52.5%, from~~at December 31, ~~2013.~~2016. Our ~~NPL~~NPA ratio was ~~0.94%~~0.74% as of December 31, ~~2014,~~2016, down ~~114~~22 basis points from December 31,

~~2013.~~ 2015. Additionally, ~~credit costs declined by 43.5% to $66.7 million, and~~ the netcharge-off ratio ~~declined to 0.39% compared to 0.69% in 2013.~~

remained low at 0.12, down 1 basis point from 2015.

•

~~Continued focus on~~Maintained a disciplined approach to expense ~~control~~management—~~We completed~~Totalnon-interest expense of $755.9 million increased 5.3% during the ~~implementation of $30 million in targeted expense savings announced in January 2014.~~year while adjustednon-interest expense* increased by only 3.3% to $732.5 million. The ~~expense savings~~efficiency ratio and adjusted efficiency ratio* for 2016 were 64.74% and 61.06%, respectively, both showing an 87 basis points improvement from the implementation of these initiatives as well as continued expense management were offset by planned investments in talent, technology, and advertising. Total non-interest expense for 2014 was $745.0 million, up $3.5 million, or 0.5%, compared to 2013. Adjusted non-interest expense was $657.7 million in 2014, an increase of $5.2 million, or 0.8%, from 2013. See “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” in our 2014 Annual Report for further information.

2015.

•

~~Continued investment in branding and technology~~~~—We launched a branding effort emphasizing our unique approach to servicing customers as highlighted by our “bank of here” campaign. We~~Our capital base remained strong while we continued to ~~invest~~optimize capital levels—The common equity Tier I ratio was 9.96% atyear-end compared to 10.37% a year ago. During the year, we returned $322 million to common shareholders, with repurchases of $262.9 million in ~~technology, including~~common stock and common dividends of $59.4 million. Additionally, during the ~~installment~~fourth quarter of ~~almost 200~~2016, the Board of Directors authorized a new ~~ATMs~~share repurchase program of up to $200 million to be completed during 2017, and ~~an improved Online Business product for our business customers that provides tools~~approved a 25% increase in the quarterly common stock dividend to ~~manage cash flow and other core business functions.~~

$0.15 per share, effective with the quarterly dividend payable in April 2017.

~~Our~~For additional information relating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2016, 2015 and 2014, year-end stock price also reflects our 2014 results, ending the year at $27.09 per share on December 31, 2014, an increase of 7.5% from our $25.20 (as adjusted for our 1-for-7 reverse stock split) stock price on December 31, 2013.

~~For more information regarding our 2014 financial performance,~~ please refer to ~~the full discussion of Synovus’ financial results of operations for 2014 in~~ our ~~2014~~2016 Annual Report that accompanies this Proxy Statement.

*For a reconciliation of the foregoingnon-GAAP financial measures, including average core transaction deposit accounts, adjustednon-interest expense and adjusted efficiency ratio, please refer toAppendix C of this Proxy Statement.

~~2014~~2016 Compensation

The compensation of executives in ~~2014~~2016 reflects Synovus’ performance and ~~the introduction of a new~~our executive compensation program ~~that~~which reflects our pay for performance philosophy. ~~For example:~~

Total Direct Compensation Pay Mix


CEO TARGET TOTAL DIRECT COMPENSATION		OTHER NEOs TARGET TOTAL DIRECT COMPENSATION

LOGO

- 2017 Proxy Statement 31

EXECUTIVE COMPENSATION

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 29

~~EXECUTIVE COMPENSATION~~

Base Salaries

~~The~~In 2016, the Chief Executive Officer received a 1.6% cash base salary increase and Synovus’ other named executive officers (except for our former and new CFO) received a 3% cash base salary ~~increase,~~increases. The 3% base salary increases were consistent with the base salary increases for other team members.

~~We reduced the amount of salary stock units awarded to executive officers. Salary stock units were introduced in 2012, while we were~~

subject to TARP restrictions, because of our return to profitability and because the total compensation paid to our named executive officers was below market. Salary stock units were reduced in 2014 in recognition of our transition to a new executive compensation program, and they have been eliminated for 2015.

Short-Term Incentives

~~After paying no cash bonuses~~We continued to ~~our executive officers for seven years, we reintroduced~~offer a cash-based annual incentive plan in ~~2014. For 2014, the~~2016. Consistent with prior years, our annual incentive plan included formulaic performance goals as well as several qualitative factors that may result in discretionary adjustments. Target awards for 2016, expressed as a percentage of base salary, were ~~based 50% on core earnings, 25% on loan growth~~100% for Kessel D. Stelling, 75% for Kevin S. Blair, 70% for each of Thomas J. Prescott and ~~25% on growth in core deposits.~~ Allen J. Gula, Jr. and 60% for each of Allan E. Kamensky and Mark G. Holladay.

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

Form

of Award

Payout Formula

Measures

Qualitative

Adjustment

Factors

Payout

Range

Cash

Core Earnings (50%)

Loan Growth (25%)

Growth in Core Deposits (25%)

0% to

150% of

Target

Based upon Synovus’ actual ~~payment could range from 0%~~2016 performance compared to ~~150%~~the performance goals established for 2016, and consideration of the qualitative factors outlined above, annual short-term incentive award payouts ranged from 100% to 110% of target for

each executive based upon Synovus’ performance in these areas compared to the performance goals. Based upon Synovus’ actual 2014 performance compared to the performance goals established for 2014, annual short-term incentive award payouts were at 112.4% of target for each named executive officer.

Long-Term Incentives

Our ~~new~~ long-term incentive program for executive officers is comprised of two equity vehicles which link our ~~executive’s~~executives’ compensation to performance results: ~~Performance~~performance stock ~~unit~~units awards, or PSUs, and market restricted stock ~~unit~~units awards, or MRSUs.

The following chart summarizes the key provisions of our long-term incentive program:

The PSUs have both a performance vesting component (based upon our weighted average return on average assets over a three-year performance period) and a service vesting component (100% after three years of service). The PSUs will only vest if the three-year weighted Return on Average Assets exceeds the performance criteria established by the Compensation Committee, which are based upon Synovus’ strategic plan objectives. The actual payout of the PSUs


Form of Award	Vesting	~~can range from~~ Payout Formula Measures	Payout Range
Performance Stock Units (50% of award value)	100% after 3 years	Weighted Return on Average Assets (as adjusted) (possible downward discretionary adjustment based upon risk considerations—see page )	0% to 150% of ~~the target amount~~Award Amount
Market Restricted Stock Units (50% of award value)	¹/₃ per year over 3 years (33¹/₃% per year)	Total Shareholder Return (possible downward discretionary adjustment based upon ~~the performance results.~~risk considerations—see page )	75% to 125% of Award Amount

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.

Results of ~~2013~~2015 Advisory Vote to Approve Executive Compensation

At the ~~2014~~2016 annual meeting of shareholders, we held an advisory vote on executive compensation for ~~2013.~~2015. Over ~~98%~~96% of the votes cast were in favor of this advisory proposal. The Compensation Committee considered this favorable outcome and believed the ~~outcome~~results conveyed our shareholders’ support of our executive compensation ~~programs.~~programs and did not make any specific changes to our executive compensation programs as a result of this vote. At

the Annual Meeting, we will again hold an annual advisory vote to approve executive compensation paid in ~~2014.~~2016. The Compensation Committee will continue to consider the results from this year’s and future advisory votes on executive compensation.


3032		~~SYNOVUS FINANCIAL CORP~~ - ~~2015~~2017 Proxy Statement

EXECUTIVE COMPENSATION

Compensation Philosophy and Key Considerations

Synovus has established a compensation program for our executives that is performance-oriented and designed to support our strategic goals. Our compensation philosophy, as well as how our ~~new~~ program aligns with the philosophy, is described in the table below.


Compensation Philosophy and Key Considerations		How Our ~~New~~ Program Aligns with Our Philosophy
Competitive Program: •Compensation plans are designed to allow us to compete in the markets in which we seek executive talent. •Competitive pay opportunities facilitate recruitment, retention and motivation of top level executive talent.		•Target pay opportunities ~~increased due~~are assessed relative to ~~the reintroduction of our annual incentive plan and increased equity awards; however, pay remains below~~ the median of ~~our peers.~~market pay practices.
Emphasis on Performance: •A significant portion of total compensation should be at risk based on short and long-term performance. •Pay outcomes vary based on performance: average pay for average performance, above average pay for above average performance and below average pay for lower performance. •Compensation generally should be earned by executives while actively employed.		• ~~Reintroduction of incentive plans has made~~A majority of compensation is at risk based on performance. •Payouts from the annual incentive ~~plans~~plan vary based on ~~performance results.~~results versus our annual financial and strategic objectives. •Long-term incentives are provided entirely through equity awards, and the ultimate value delivered will vary based on financial results and shareholder return.
Support Strategic Goals: Compensation plans are designed to support corporate strategic goals and drive the creation of shareholder value.		•Annual incentive plan aligns with strategic goals of earnings performance with growth in loans and deposits, while performance shares are based on increasing ROAA performance. •Long-term incentives also reward shareholder value creation by providing all awards in equity and varying payouts of MRSUs based on shareholder return.
Alignment with Long-Term ~~Shareholders~~:Shareholders: Executives should have meaningful equity stakes that focus them on creating long-term shareholder value.		•Over half of incentives are awarded ~~with~~through equity awards vesting over multiple years. •Stock ownership guidelines as well as requirement to retain 50% of net shares until retirement ensure strong and increasing alignment with shareholders. •Corporate governance guidelines prohibit hedges and pledges of our stock by directors and executive officers.
Discourage Excessive ~~Risk-Taking~~:Risk-Taking: Plans should ensure executives are not incentivized to take unnecessary or excessive risks that threaten the value of Synovus.		•The Compensation Committee meets annually with the Chief Risk Officer to discuss a risk assessment of our plans. •Both the annual and long-term incentive plans have specific methods for evaluating risk performance and adjusting payouts if necessary.

~~SYNOVUS FINANCIAL CORP~~- ~~2015~~2017 Proxy Statement 3133

EXECUTIVE COMPENSATION

Elements and Mix of Compensation for Past Fiscal Year

Synovus has a performance-oriented executive compensation program that is designed to support our corporate strategic goals, including growth in earnings and growth in shareholder value. The elements of our regular total compensation program and the objectives of each element are identified in the following ~~table:~~table and discussed in more detail below:


Compensation Element	Objective	Key Features
Base Pay	Compensate an executive for performing his or her job on a daily basis.	Fixed cash salary generally targeted atwithin a range of the median (50th percentile) of identified list of ~~Peer Companies~~peer companies (companies with similar size and scope of banking operations) for similar positions.
~~Salary Stock Units~~	• ~~Increase~~ In establishing salaries, the ~~competitiveness of our executive compensation program.~~ • ~~Provide additional linkage to stock price performance.~~	~~Cash-settled at the end of the year based on the then-current stock price. Originally introduced while we were subject to TARP restrictions on executive pay; continued in 2014~~Committee also considers each executive’s performance, experience and responsibilities as ~~we transitioned to our new pay program.~~well as internal equity considerations.
Short-Term Incentives	•Provide an incentive for executives to meet critical annual goals that support our long-term strategy. •Promote pay for performance. •Ensure a competitive program given the marketplace prevalence of short-term incentive compensation.	~~We reintroduced a~~The formulaic performance goals under our cash-based annual incentive plan ~~in 2014. The performance goals under the plan~~ for ~~2014~~2016 were based 50% on core earnings, 25% on loan growth and 25% on core ~~deposits~~deposit growth. The award payout can range from 0% to 150% of the target and for each executive based upon performance compared to ~~goals.~~the formulaic goals and consideration of several qualitative factors. For ~~2014,~~2016, executives had target annual incentive opportunities ranging between ~~30%~~60% and ~~80%~~100% of base salary.
Long-Term Incentives	•Provide an incentive for our executives to provide exceptional shareholder return to Synovus’ shareholders by tying a significant portion of their compensation opportunity to growth in shareholder value. •Align the interests of executives with shareholders by awarding executives equity in Synovus. •Ensure a competitive compensation program given the market prevalence of long-term incentive compensation. •Include a vesting schedule designed to retain our executives.	We granted PSUs and ~~market restricted stock units~~ MRSUs in ~~2014~~2016 so that all of our long-term incentive awards are linked to performance. The PSUs ~~were 40% of long-term award amounts~~ and the MRSUs were ~~60%.~~each 50% of long-term award amounts. The PSUs have a three-year ~~vesting component (100% after~~performance period, and also require three ~~years) and a performance vesting component.~~years of service. Under the performance formula, the payment of the PSUs can range from 0% to 150% of the target award based on Synovus’ weighted average ~~return on average assets~~ROAA during the performance period. The MRSUs, which were granted in lieu of stock awards that vest based only on service, have a three-year service requirement ~~(one-third~~(one-third vest each year) as well as performance criteria such that the number of MRSUs that vest each year can be adjusted upward or downward up to 25% based on Synovus’ total shareholder return.
Perquisites	•Small component of pay intended to provide an economic benefit to executives to promote their attraction and retention. •Align our compensation plan with competitive practices.	Perquisites in ~~2014~~2016 were limited to club dues, auto allowance, executive life insurance, ~~executive physicals,~~ financial planning, and security alarm monitoring for certain officers and, in addition, relocation assistance for Mr. Blair and transportation services and a housing allowance for Mr. Stelling. ~~Perquisites in 2014 also include limited personal aircraft use for Mr. Gula.~~
Retirement Plans	Defined contribution plans designed to provide income following an executive’s retirement, combined with a deferred compensation plan to replace benefits lost under Synovus’ qualified plans.	Plans offered include a profit sharing plan, a 401(k) savings plan and a deferred compensation plan.
Change of Control Agreements	Provide orderly transition and continuity of management following a change of control of Synovus.	Upon “double trigger” (change of control followed by qualifying termination within 2 years), ~~agreement pays~~agreements provide for three times the executive’s base salary and bonus. As of June 2012, the Compensation Committee has committed that any new change of control agreements will not permit excise tax gross- ups.


32		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

~~Elements of Compensation for Past Fiscal Year~~

Because we have repaid TARP, we implemented new short and long-term incentive programs to ensure they align strategically with the needs of the business, the interests of our shareholders and the competitive market as described below.

Base Pay

To ensure that base salaries are competitive, Synovus’ ~~historical~~ pay philosophy ~~has been to target~~targets base pay atwithin a range of the median (the 50^th percentile) of ~~the composite of the~~market data (derived from Peer Company ~~data~~ and ~~the~~ external market survey ~~data,~~data), based on similarly situated positions and each executive’s position and job responsibilities.

The Committee views market data as one input when evaluating executive base salaries. Subjective evaluation of individual performance can also affect base pay. ~~For example, an executive whose performance is not meeting expectations, in the Committee’s judgment, may receive no increase in base pay or a smaller base pay increase in a given year.~~

~~On the other hand, an executive with outstanding performance may receive a larger base pay increase or more frequent base pay increases.~~

Comparison of an executive’s base salary to the base salaries of other Synovus executives may also be a factor in establishing base salaries, especially with respect to positions for which there is no clear market match in the comparative data. ~~Generally, large increases in base pay occur only when an executive is promoted into a new position. Increases may also be provided to bring salaries more in line with market data.~~


34		- 2017 Proxy Statement

EXECUTIVE COMPENSATION

Base Pay Decisions in ~~2014~~2016

After reviewing market comparisons for similarly-situated positions in 2016, the Committee awarded a 1.6% base salary increase for Mr. Stelling and 3% ~~cash~~ base salary increases (rounded up to the nearest $250) for ~~the Chief Executive Officer and for~~ Synovus’ other named executive officers (except for Messrs. Blair and Prescott), effective July 20, 2016. Mr. Blair did not receive a base salary increase in ~~2014.~~2016 because he was named as Executive Vice President and Chief Financial Officer in August of 2016. Mr. Blair’s initial base salary was determined by the Committee after reviewing market comparisons for his position. Mr. Prescott did not receive a base salary increase in 2016 because he had previously announced his upcoming retirement. While the Committee recognized that some cash salaries were below the market median, ~~cash~~ base salary increases were generally limited to 3% to remain ~~generally~~ consistent with the base salary percentage increases received by other team members at Synovus. As a result, individual performance was not a factor used in determining base pay for Synovus’ named executive officers in ~~2014.~~2016.

The Committee granted salary stock units for 2014 to the Chief Executive Officer and other named executive officers. The initial value of the salary stock units awarded to each named executive officer is shownShort-Term Incentives

in footnote 1 to the Summary Compensation Table on page 40 of this Proxy Statement. The Committee decided to reduce the value of salary stock units awarded in 2014 as part of the transition to our newOur executive compensation program. The salary stock units consisted of restricted stock units under the Synovus 2013 Omnibus Plan that were fully vested when granted, with delayed settlement. The awards were granted as of each bi-weekly payroll date following approval, with the executive receiving a number of salary stock units equal to the proportionate amount of the annual rate for the pay period divided by the stock closing price on the respective grant date. The salary stock units were settled in cash on January 15, 2015, based upon the average closing price on the 20 trading days preceding that date.

~~Short-Term Incentives~~

~~Although the Company had not paid short-term incentives for seven years, our executive compensation historically included~~includes cash-based award incentive compensation earned ~~through~~based on annual performance. We provide short-term incentive compensation opportunities in order to provide an

incentive for our executives to meet critical award goals that support our long-term strategy, to promote pay for performance, and to ensure a competitive program given the prevalence of short-term incentive compensation in the market place.

Short-Term Incentive Decisions in ~~2014~~2016

~~We reintroduced a cash-based annual incentive plan in 2014. The~~In 2016, the formulaic performance goals for ~~the~~our cash-based short-term incentive plan ~~for 2014~~ were based 50% on core earnings, 25% on loan growth and 25% on growth in core deposits, with adjustments for certain non-recurring items not resulting from operations. For 2014, earnings were adjusted to exclude the gain on sale of Memphis branches, restructuring charges, litigation settlement expenses and VISA indemnification charges. Loan growth and growth in core deposits were also adjusted to exclude the impact of the sale of the Memphis branches and State, County, and Municipal

~~(SCM)~~ deposits. In addition, the Committee ~~has the discretion to adjust awards based~~also reviews performance on several qualitative factors, including: quality of earnings, quality of loan growth (including consideration of concentration limits), quality of deposit growth, expense management (including consideration ofnon-interest expenses and efficiency ratio), credit quality, financial impact of strategic ~~objectives,~~investments, external factors (including impact of actual Federal Reserve rate increases vs. budget assumptions), regulatory compliance, risk management, total shareholder return and individual performance. Actual payouts under the plan can vary from 0% to 150% of the target based upon ~~Synovus’~~Synovus and each executive’s performance in these areas compared to the performance goals. Target awards for ~~2014,~~2016, expressed as a percentage of base salary, were ~~80%~~100% for Mr. Stelling, ~~40%~~75% for Mr. Blair, 70% for each of Messrs. Prescott and ~~30%~~Gula and 60% for each of Messrs. Kamensky ~~Gula~~ and ~~Copeland.~~

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 33

~~EXECUTIVE COMPENSATION~~Holladay.

The following chart summarizes the performance goals in each category for threshold, target and maximum ~~payouts:~~

      Weight    Threshold    Target    Maximum    Actual    Percent of
Target    Weighted
Results
Core Earnings⁽¹⁾    50%       $152M       $ 190M       $228M       $ 205M       119.8%       59.9%
Loan Growth    25%       2%       4%       6.5%       5.6%       132.6%       33.1%
Growth in Core Deposits    25%       1%       3%       5.5%       2.1%       77.5%       19.4%


                     112.4%

~~(1)~~

~~The following table reconciles Core Earnings, as adjusted, to Net Income Available to Common Shareholders, as reported (dollars in thousands):~~

Net Income Available to Common Shareholders, as reported    $ 185,011
Adjustments (net of taxes)
Gain on Sale of Memphis Branches
   (3,705 )
Litigation Settlement Expenses
   8,592
Restructuring Charges
   13,174
Visa Indemnification Charges
   1,946


Core Earnings, as adjusted    $ 205,019

Our 2014 performance results, adjusted as described above, were core earnings of $205,019,000, loan growth of 5.63%, and growth in core deposits of 2.10%. Based upon the performance goals set forth above, this level of performance results in a payout of 112.4% of target. The Committee reviewed these results,payouts as well as the actual performance:


	Weight		Threshold		Target		Maximum		Actual		Percent of Target		Weighted Results
Core Earnings¹		50%	$	200M	$	250M	$	300M	$	247.3M		97.28%		48.64%
Loan Growth		25%		3%		5%		7%		6.36%		134.00%		33.50%
Growth in Core Deposits¹		25%		5.5%		7.5%		10%		7.36%		96.5%		24.13%
														106.27%

(1)

Core earnings excludesnon-recurring items and certain items that are not indicative of ongoing operations, while growth in core deposits is computed on an average basis and excludes state, county and municipal deposits and brokered deposits. For a reconciliation of core earnings and core deposits to GAAP measures, please refer toAppendix C of this Proxy Statement.

The Committee considered the following discretionary factors ~~outlined~~prior to awarding annual incentives:

•

Credit Quality—We continued to show improvement in credit quality, withnon-performing assets declining 18.4% from 2015 to $176 million. In addition, thenon-performing asset ratio ended the year at 0.74%, down 22 basis points from a year ago, and thenet-charge off ratio was 0.12% compared to 0.13% in 2015.

•

Expense Management—We had positive operating leverage, as revenues increased 7%, whilenon-interest expense only increased 5%. In addition, we made progress toward our target adjusted efficiency ratio, with an adjusted efficiency ratio* of 61.06% for 2016, an improvement of 87 basis points from 2015. The results reflect continued discipline in expense management while investing in talent, technology, and branding.

•

Quality of Earnings—The quality of earnings was scored as high based on the sustainability of earnings, minimal impact ofnon-recurring items, and the factors that drove earnings, including balanced loan growth, favorable credit quality trends, modest fee income gains and expense management.

•

Quality of Loan Growth—Loans grew by $1.4 billion or 6.4%, with pass rated loans growing by 7.5% and criticized/classified loans decreasing by 20.8%. CRE loans declined to below 31% of total loans, while C&I and retail loans increased to 48.4% and 20.8%, respectively, of total loans.

•

Quality of Deposits—Total average deposits grew $1.33 billion or 5.9%, while total average core deposits* grew 7.4%. The effective cost of core deposits declined to 0.25% in 2016 from 0.27% in 2015.

•

Risk Management/Regulatory Compliance—The Committee viewed the Company’s risk management and regulatory compliance as satisfactory based on reviews of our regulatory compliance scorecard and our risk management scorecard.

•

Total Shareholder Return—The Company’sone-year total shareholder return was 28.8%, which was in the 28th percentile of peer companies, while the3-year total shareholder return was 69.9%, which was in the 89^th percentile of peer companies. Our5-year total shareholder return of 347.4% was highest among our peers.

•

Performance Evaluations—The Committee also reviewed individual performance as reflected in performance evaluations.

*For a reconciliation of the foregoingnon-GAAP financial measures to the most comparable GAAP measure, including adjusted efficiency ratio and total average core deposits, please refer toAppendix C of this Proxy Statement.

- 2017 Proxy Statement 35

EXECUTIVE COMPENSATION

Based on the results of the performance goals and consideration of the discretionary factors described above, ~~and~~including strong individual performance as reflected in his performance evaluation, the Committee approved an annual incentive award payout of 110% of target for Mr. Stelling. Based on the results of the performance goals and consideration of the discretionary factors listed above, the Committee approved payouts ~~at 112.4%~~ranging from 100% to 106.27% of target for ~~our~~each of the Company’s other named executive officers. The annual short-term incentive award payout amount for each named executive officer is set forth in the ~~“Bonus”~~“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table set forth on page 40 of this Proxy Statement.

One-TimeSign-on Bonus. In connection with his commencement of employment with us, Mr. Blair received aone-time cash award of $325,000 to compensate him in part for incentives forfeited from his former employer.

Long-Term Incentives

Our executive compensation program ~~has historically included~~includes long-term incentive compensation earned through performance. We provided long-term incentive compensation opportunities in order to provide an incentive for our executives to provide exceptional shareholder return to Synovus’ shareholders to align the interests of executives with

shareholders by awarding executives equity in Synovus, and to ensure a competitive compensation program given the market prevalence of long-term incentive compensation. Our long-term incentive awards also included a vesting schedule designed to retain our executives.

Long-Term Incentive Decisions in ~~2014~~2016

In ~~2014,~~2016, we granted long-term incentives through a combination of ~~40%~~50% PSUs and ~~60%~~50% MRSUs. ~~As a result, all~~All of our long-term incentive awards are linked to Synovus’ future performance. Individual long-term incentive award amounts were determined after the Committee reviewed market comparisons for similarly-situated positions. Based upon market comparisons, the Committee granted Mr. Stelling and the Company’s other named executive officers (excluding Messrs. Blair and Prescott) long-term incentive awards for 2016. The long-term incentive awards made to Synovus’ named executive officers in 2016 are set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards Table on page of this Proxy Statement. Mr. Prescott did not receive a long-term incentive award grant in 2016 because he had previously announced his upcoming retirement. Mr. Blair’s MRSU grant was awarded in connection with his hire and was designed to partially compensate him for incentives forfeited from his former employer.

Performance Stock Units (PSUs)

The PSUs have both a performance vesting requirement and a service vesting component. Under the performance vesting component, Synovus’ weighted average ~~return on average assets~~ROAA (as adjusted) is measured over a three-year performance period. The performance ~~formula~~goal approved by the Committee is based upon the Company’s objectives under its strategic plan. The actual payout of the PSUs can range from 0% to 150% of the target amount based upon Synovus’ weighted average ~~return on average assets~~ROAA (as adjusted) during the performance period compared to the performance formula approved by the Compensation Committee. The service vesting component specifies that shares earned based on performance results will vest after three additional years of service.

Payout for 2014-2016 PSUs. The following charts show the calculation of the payout for the PSUs granted in 2014, which paid out at 99.21% of target on January 31, 2017 based on a weighted average ROAA (as adjusted) of 0.839% for the 2014-2016 performance period:

ROAA (as adjusted) Performance Calculation


Year	Weighting		Return on Average Assets (as adjusted)¹
2014		25%		0.810%
2015		25%		0.820%
2016		50%		0.863%
3-Year Weighted Average ROAA (as adjusted)				0.839%

(1)

Return on Average Assets (as adjusted) excludesnon-recurring items and certain other items that are not indicative of ongoing operations. For a reconciliation of ROAA to GAAP, please refer toAppendix C of this Proxy Statement.

Performance Goals and Payout Calculation


	Threshold		Target		Maximum		Actual
Performance Criteria3-Year ROAA (as adjusted)		0.715%		0.841%		0.965%		0.839%
Payout (as a Percentage of Target)		50%		100%		150%		99.21%


36		- 2017 Proxy Statement

EXECUTIVE COMPENSATION

Market Restricted Stock Units (MRSUs)

The MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier. Under the service-based vesting component, the MRSUs vestone-third each year over a three-year period subject to each executive’s continued employment with Synovus. Under the Total Shareholder Return Multiplier, the “target” amount of MRSUs which vest each year will be adjusted upward or downward up

to 25% based upon Synovus’ total shareholder return during each year. MRSUs align executives’ interests directly with shareholders while supporting retention, and were granted in lieu of including any time-based restricted stock in our executive compensation program. The following chart shows the actual payout amounts for previously-granted MRSUs that have vested:

Grant Date

Vesting Date/

Percent

Total Shareholder

Return (TSR)

Payout Percentage

(based upon TSR)

12/11/2013

12/11/2014 (33¹⁄₃%)

+11.2%

111.2%

12/11/2015 (33¹⁄₃%)

+27.6%

125.0%

12/11/2016 (33¹⁄₃%)

+20.8%

120.8%

1/31/2014

1/31/2015 (33¹⁄₃%)

+3.7%

103.7%

1/31/2016 (33¹⁄₃%)

+18.1%

118.1%

1/31/2017 (33¹⁄₃%)

+41.5%

125%

2/19/2015

2/19/2016 (33¹⁄₃%)

+7.6%

107.6%

2/19/2017 (33¹⁄₃%)

TBD

2/19/2018 (33¹⁄₃%)

TBD

2/11/2016

2/11/2017 (33¹⁄₃%)

+45.8%

125%

2/11/2018 (33¹⁄₃%)

TBD

2/11/2019 (33¹⁄₃%)

TBD

Both the PSUs and MRSUs are subject to downward adjustment if future results suggest risk was not properly considered in achieving the results on which the number of units awarded were based. The Compensation Committee will consider if reductions are warranted if any of the following occur during the vesting period: Synovus or a line of business experiences a material loss, Synovus or an individual executive fails to comply with risk policies or properly address risk concerns, or if regulatory capital falls below regulatory capital requirements. The Committee did not exercise downward discretion with respect to the PSUs or MRSUs that vested during 2016.

~~Mr. Kamensky also received a restricted stock unit award as an inducement award to join Synovus. His award vests one-third each year over a three-year period.~~Perquisites

The long-term incentive awards made to Synovus’ named executive officers in 2014 are set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards Table on page 41 of this Proxy Statement.

~~Perquisites~~

Perquisites, which are not tied to performance, are a small part of our executive compensation program. Perquisites are offered to align our compensation program with competitive practices because similar positions at Synovus’ competitors offer similar perquisites. The perquisites offered by Synovus in ~~2014~~2016 were limited to the payment of club dues, executive life insurance, ~~executive physicals,~~ financial

planning, an auto allowance and security alarm monitoring for certain officers. In addition, perquisites included ~~the personal use of aircraft for Mr. Gula and~~ transportation services and a housing allowance for Mr. Stelling and relocation assistance for Mr. Blair. The Company’s incremental cost of providing these benefits is included as “All Other Compensation” in the Summary Compensation Table and is described in more detail in footnotes 45 and 56 of the


34		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

Summary Compensation Table on page 40 of this Proxy Statement. ~~The incremental cost of these benefits in 2014 for Mr. Stelling was $86,400. No other named executive officers received perquisites in excess of $25,000 in 2014.~~ Considered both individually and in the aggregate, we believe that the perquisites we offer to our named executive officers are reasonable and appropriate.

~~In light of economic conditions, in 2009 the~~The Committee suspended the personal use of aircraft by the Company’s executives in 2009, although the Committee can approve exceptions to that policy. ~~In 2014, the Committee~~No exceptions were approved ~~limited personal use of corporate aircraft for Mr. Gula.~~

during 2016.

Retirement and Deferred Compensation Plans

Our compensation program also includes retirement plans designed to provide income following an executive’s retirement. Synovus’ compensation program is designed to reflect Synovus’ philosophy that compensation generally should be earned while actively employed. Although retirement benefits are paid following an executive’s retirement, the benefits are earned while employed. We have chosen to use defined contribution retirement plans because we believe that defined benefit plans are difficult to understand and communicate, and contributions to defined benefit plans often depend upon factors that are beyond Synovus’ control, such as the earnings performance of the assets in such plans compared to actuarial assumptions inherent in such plans. Synovus offered two qualified defined contribution retirement plans to its employees in ~~2014:~~2016: a profit sharing plan and a 401(k) savings plan.

The 401(k) savings plan offers an employer matching contribution of up to 4% of compensation. In addition, there is an opportunity under the profit sharing plan for discretionary employer contributions based upon profitability. ~~Based upon Synovus’ performance for 2014,~~ Synovus’ named executive officers did not receive an employer discretionary contribution under the profit sharing plan.

In addition to these plans, the Deferred Compensation Plan, or the Deferred Plan, replaces benefits foregone under the qualified plans due to legal limits imposed by the Internal Revenue Service, or IRS. The Deferred Plan does not provide “above market” interest. Instead, participants in the Deferred Plan can

choose to invest their accounts among mutual funds that are the same as the mutual funds that are offered in the 401(k) savings plan. The executives’ Deferred Plan accounts are held in a rabbi trust, which is subject to claims by Synovus’ creditors. The employer matching contribution to the Deferred Plan for ~~2014~~2016 for named executive officers is set forth in the “All Other Compensation” column in the Summary Compensation Table, and the earnings on the Deferred Plan accounts during ~~2014~~2016 for named executive officers is set forth in the “Aggregate Earnings

- 2017 Proxy Statement 37

EXECUTIVE COMPENSATION

in Last FY” column in the Nonqualified Deferred Compensation Table. Mr. Stelling also participates in a deferred compensation plan entered into with Riverside Bank, or the Riverside Plan, prior to Riverside Bank’s acquisition by Synovus. The obligations under the Riverside Plan, which was initially effective January 1, 2003, were assumed by Synovus Bank when Synovus consolidated its banking charters in 2010. Under the Riverside Plan, the beginning benefit amount specified in the plan is increased by 3% for each year of service attained by Mr. Stelling. The total benefit amount under the Riverside Plan is payable to Mr. Stelling in monthly payments over a period of 15 years following his attainment of age 65 or in a single lump sum payment in the event of his death or disability. The total benefit amount under the Riverside Plan as of December 31, ~~2014~~2016 is included in Mr. Stelling’s balance in the Nonqualified Deferred Compensation Table and Synovus’ contribution to the Riverside Plan for ~~2014~~2016 is included in the “All Other Compensation” column in the Summary Compensation Table.

Employment and Termination Agreements

Synovus does not generally enter into employment agreements with its executives, except in unusual circumstances such as acquisitions. None of the named executive officers have employment agreements. Synovus uses change of control arrangements with its executives to ensure: (1) the retention of executives and an orderly transition during a change of control, (2) that executives would be financially protected in the event of a change of control so they continue to act in the best interests of Synovus while continuing to manage Synovus during a change of control, and (3) a competitive compensation package because such arrangements are common in the market and it was determined that such agreements were important in recruiting executive talent. The

change of control agreements provide for a lump sum payment equal to three years of base salary and the affected executive’s average bonus for the past three years, as well as three years of health and welfare benefits. These payments and benefits are paid only in the event of a “double trigger,” requiring a change of control followed by termination of an executive’s employment by Synovus for any reason other than “cause,” death or disability, or by the executive for “good reason,” within two years of the change of control. In June of 2012, the Committee adopted a policy prohibiting taxgross-ups from any new change of control agreements.

Competitive Market Data

The Compensation Committee historically has evaluated comparative data relating to total direct compensation (salary, short-term incentive opportunities, and long-term incentive opportunities) to assess the executive compensation practices of competitor companies. The Committee continued this practice in ~~2014,~~2016, with the assistance of

Meridian. Findings from this comparative evaluation were used to assist the Committee in establishing the compensation opportunities for executives in ~~2014.~~2016.

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 35

~~EXECUTIVE COMPENSATION~~

The Committee continued to use a peer group of 18 banks as part of its evaluation. The peer group consists of ~~nine~~eight banks with higher assets and ~~nine~~ten banks with lower assets than Synovus, and does not include any banks with more than three times Synovus’ assets. As part of its evaluation of market practices, the Committee reviewed the most recent proxy data available for the banks listed below, as well as data

appropriate to our industry and company size from external market surveys. When reviewing this data, the Committee focused on total direct compensation opportunities, not necessarily the amount of compensation actually paid, which varies depending upon each companies’ performance results.


Associated Banc-Corp.		~~Fulton Financial Corp.~~Huntington Bancshares, Inc.
BOK Financial Corp.		~~Hancock Holding Company~~
~~City National Corp.~~		~~Huntington Bancshares,~~New York Community Bancorp, Inc.
~~Comerica Inc.~~		~~New York Community Banccorp, Inc.~~
~~Commerce Bancshares,~~Bank United, Inc.		People’s United Financial, Inc.
Comerica Inc.		Popular, Inc.
Commerce Bancshares, Inc.		Prosperity Bancshares Inc.
Cullen/Frost Bankers, Inc.		~~Popular,~~TCF Financial Corp.
East West Bancorp, Inc.		Webster Financial Corp.
First Horizon National Corp.		~~Susquehanna Bancshares, Inc.~~Wintrust Financial Corporation
~~First Merit Corporation~~		~~TCF Financial Corp.~~
~~First Niagara Financial Group, Inc.~~Hancock Holding Company		Zions Bancorporation

Compensation Framework: Compensation Policies, Compensation Process and Risk Considerations

Compensation Policies

~~Timing of Equity Awards~~

If the Compensation Committee is taking action to approve equity awards on or near the date that Synovus’ annual earnings are released, the Committee 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) two complete business days 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.

Stock Ownership/Retention Guidelines

To align the interests of its executives with shareholders, Synovus implemented stock ownership guidelines for its executives. Under the guidelines, executives are required to maintain ownership of Synovus common stock equal to at least a specified multiple of base salary, as set forth in the table below:


Named Executive Officer	Ownership Level (as multiple of base salary)
Chief Executive Officer		5x
All other executive officers		3x


38		- 2017 Proxy Statement

EXECUTIVE COMPENSATION

The guidelines ~~were initially adopted in 2004 and~~ are reviewed at the beginning of each calendar year. Executives have a five-year grace period to fully achieve the guideline with an interim three-year goal. Until the guideline is achieved, executives are required to retain all net shares received upon the exercise of stock options or vesting of other stock-based awards, excluding shares used to pay an option’s exercise price and any taxes due upon exercise or vesting of an award. In determining compliance, the guidelines allow consideration of any stock options or other stock-based awards granted to executives, including restricted stock units. In the event of a severe financial hardship, the guidelines permit the development of an alternative ownership plan by the Chairman of the Board of Directors and Chairman of the Committee.

All current executives were in compliance with the guidelines (with applicable grace periods) as of December 31, ~~2014.~~2016.

Hold Until Retirement Provision

Synovus has also adopted a “hold until retirement” provision that applies to all unexercised stock options and unvested restricted stock and restricted stock unit awards. Under this provision, executives that have attained the stock ownership guidelines described above are also required to retain ownership of 50% of all stock acquired through Synovus’ equity compensation plans (after taxes and transaction costs) until their retirement or other termination of employment. The “hold until retirement” requirement further aligns the interests of ~~its~~our executives with shareholders.

Clawback Policy

~~On January 22, 2014, the~~The Compensation Committee approved a clawback policy on January 22, 2014, pursuant to which any incentive compensation paid to Synovus’ executive officers that is based upon materially inaccurate performance metrics or financial statements, or that results from any risk-related actions that result in or are reasonably expected to result in a material adverse impact to Synovus or a business unit, are subject to clawback at the Committee’s discretion.

Anti-Hedging Policy

Synovus does not allow directors or executive officers to hedge the value of Synovus equity securities held directly or indirectly by the director or executive officer. Synovus’ policy prohibits the purchase or sale of puts, calls, options or other derivative securities based on Synovus’ securities, as well as hedging or monetization transactions, such aszero-cost collars and forward sale contracts or other derivative securities based on Synovus securities.


36		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

Anti-Pledging Policy

Synovus’ Corporate Governance Guidelines and Insider Trading Policy prohibit pledges of our stock by directors and executive officers.

Tax Considerations

Section 162(m) of the Code limits the deductibility of compensation paid by a publicly-traded corporation to its named executive officers, other than the Chief Financial Officer, for amounts in excess of $1 million, unless certain conditions are met. ~~The~~Each of the short-term and long-term incentive plans ~~have~~are operated under our 2013 Omnibus Plan, which has been approved by shareholders, and awards under these plans are eligible to qualify as “performance-based” compensation for purposes of Section 162(m). With respect to our short-term incentive program, the Committee established a goal of 1.5% of core earnings for 162(m) purposes to fund the ~~2014~~2016 awards. This amount was sufficient

to fund the ~~2014~~2016 short-term incentive award amounts. WeA number of requirements must be met for particular compensation to so qualify, however, so there can be no assurance that such compensation will be fully deductible under all circumstances. In addition we reserve the right to provide compensation that is nottax-deductible ~~however,~~ if we believe the benefits of doing so outweigh the loss of a tax deduction.

Accounting Considerations

We account for all compensation paid in accordance with ~~GAAP.~~generally accepted accounting principles. The accounting treatment has generally not affected the form of compensation paid to named executive officers.

No Option Repricing

Our 2013 Omnibus Plan prohibits the repricing of stock options and stock appreciation rights without shareholder approval.

Timing of Equity Awards

Compensation Process

Role of Compensation Committee and Compensation Consultant in Compensation Process

The roles of the Compensation Committee and its compensation consultant in the compensation process are described in detail on page 10 of this Proxy Statement under “Corporate Governance and Board ~~Matters —~~ Matters—Committees of the ~~Board —~~ Board—Compensation Committee.”

- 2017 Proxy Statement 39

EXECUTIVE COMPENSATION

Role of the Executive Officers in the Compensation Process

Synovus’ Chief Executive Officer generally attends Compensation Committee meetings by invitation of the Committee. The Chief Executive Officer provides management perspective on issues under consideration by the Committee and makes proposals regarding the compensation of the named executive officers, other than himself. The Chief Executive Officer does not have authority to vote on Committee matters. The Committee regularly meets in executive session without any executive officers present. For more information regarding Committee meetings, please refer to page 10 of this Proxy Statement under “Corporate Governance and Board ~~Matters —~~ Matters—Committees of the ~~Board —~~ Board—Compensation Committee.”

Tally Sheets

The Committee historically has used annual tally sheets to add up all components of compensation for the Chief Executive Officer (and for the other named executive officers on a less frequent basis), including base salary, bonus, long-term incentives, accumulative realized and unrealized stock options and restricted stock gains, the dollar value of perquisites and the total cost to the ~~company,~~Company, and earnings and accumulated payment obligations under Synovus’ nonqualified deferred compensation program. Tally sheets also provide estimates of the amounts payable to each executive upon the occurrence of potential future events, such as a change of control, retirement, voluntary or involuntary termination, death and disability. Tally sheets are used to provide the Committee with total compensation amounts for each executive so that the Committee can determine whether the amounts are in line with our compensation strategy. The Committee reviewed tally sheets for the Chief Executive Officer and for Synovus’ other named executive officers in October ~~2014~~2016 and concluded that their total compensation is fair and reasonable.

Risk Considerations

Our compensation program is reviewed by several different groups to ensure that the risks involved with the program are appropriately assessed and managed. The compensation risks are first reviewed by the management team that designs, implements and administers the program. ~~All incentive~~Incentive compensation programs are also reviewed by the Executive Risk Committee, a management committee chaired by our Chief Risk Officer. As a part of this process, management completes a thorough risk assessment for each plan, assessing the administrative, strategic and financial risk of each compensation plan, ensuring consistency in the review and administration of each plan and producing an overall risk assessment rating for each plan. Moreover, management reviews each plan for alignment with Synovus’ strategic objectives and assesses whether the payouts are equitable for value generated to Synovus and whether the plans encourage unnecessary risk-taking by Synovus’ participants. In addition, in 2016, the Compensation Committee met with the Chief Risk Officer to conduct a risk assessment of our compensation plans.

Synovus’ employee incentive plans are broadly classified by business unit: incentive plans for Synovus’ banking divisions and incentive plans for Synovus’ Financial Management Services division. All of the plans were assessed for risk factors in different

categories, including financial risks, strategic risks, and administrative risks. Each plan was assigned a level of risk ranking from 1“1” (highest risk) to 5“5” (lowest risk) for each risk category. Any plan that received a “1” or “2” in any category was modified through the implementation of additional controls to ensure appropriate mitigation of risks. After the implementation of such controls, no plans were ranked higher than a “3.” After reviewing the incentive plans and the Company’s risk assessment process, the Compensation Committee concluded that there were no unnecessary risks under the plans and there were no risks arising from the Company’s compensation policies and practices that were likely to have a material adverse effect on the Company.

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 37

~~EXECUTIVE COMPENSATION~~

~~Significant Events After December 31, 2014~~

The Compensation Committee approved the following changes to the incentive programs for 2015 to further align our executive compensation with our compensation philosophy’s focus on performance-based pay:

~~Eliminated salary stock awards;~~

~~Increased short-term incentive award opportunities (as shown in the table below); and~~

~~Adjusted the mix of long-term incentive awards, so that 50% of the 2015 awards were granted as PSUs with the remainder granted as MRSUs.~~

~~The following table summarizes the actions of the Compensation Committee on February 19, 2015 with respect to the 2015 incentive opportunities for Synovus’ named executive officers:~~

2015 Bonus Target
(% of Base Salary)

Performance
Stock Units

Market Restricted
Stock Units

Kessel D. Stelling
Chairman, Chief Executive Officer and President
   100%       31,184       31,184
Thomas J. Prescott
Executive Vice President and Chief Financial Officer
   70%       8,019       8,019
Allan E. Kamensky
Executive Vice President, General Counsel and Secretary
   60%       4,990       4,990
Allen J. Gula, Jr.
Executive Vice President and Chief Operations Officer
   70%       8,019       8,019
Roy Dallis Copeland, Jr.
Executive Vice President and Chief Community Banking Officer
   60%       4,990       4,990


38		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

COMPENSATION COMMITTEE REPORT

CD&A

Synovus’ Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation~~Regulation~~ S-K with management and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in Synovus’ ~~2014~~2016 Annual Report and in this Proxy Statement.

The Compensation Committee

Elizabeth W. Camp, Chair

T. Michael Goodrich ~~Chair~~

~~Elizabeth W. Camp~~

Melvin T. Stith

Barry L. Storey

Philip W. Tomlinson

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 39


40		- 2017 Proxy Statement

SUMMARY COMPENSATION TABLE

The table below summarizes the compensation for each of our named executive officers for each of the last three fiscal years.

The named executive officers did not receive any compensation that is reportable under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column because, as described in the CD&A,

Synovus has no defined benefit pension plans and does not pay above-market interest on deferred compensation. The Company’s deferred compensation plan contributions for the named executive officers for these three fiscal years are included in the amount under the “All Other Compensation” column and are described in footnote 3 to this table.

Name and Principal
Position
Year
Salary
($)⁽¹⁾

Bonus
($)

Stock
Awards
($)⁽²⁾

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
($)

Kessel D. Stelling 2014    $ 1,118,246    $ 854,240    $ 1,276,868    —    —    —    $156,702 ⁽³⁾⁽⁴⁾ $ 3,406,056
Chairman, Chief
2013    1,178,600    —    953,630    —    —    —    82,225 ⁽³⁾⁽⁴⁾ 2,214,455
Executive Officer
2012    1,161,023    —    583,050    —    —    —    185,195    1,929,268
and President

Thomas J. Prescott 2014    507,294    193,778    459,677    —    —    —    11,972 ⁽⁴⁾⁽⁵⁾ 1,172,721
Executive Vice
2013    534,725    —    371,543    —    —    —    18,277 ⁽³⁾⁽⁵⁾ 924,545
President and
2012    526,792    —    264,550    —    —    —    123,742    915,084
Chief Financial Officer

Allan E. Kamensky 2014    431,231    138,926    385,512    —    —    —    8,957 ^(3)(4)(5) 964,626
Executive Vice
2013    —    —    —    —    —    —    —    —
President,
2012    —    —    —    —    —    —    —    —
General Counsel and Secretary*

Allen J. Gula, Jr. 2014    504,788    144,575    286,059    —    —    —    19,072 ^(3)(4)(5) 954,494
Executive Vice
2013    532,125    —    370,244    —    —    —    12,225    914,594
President and
2012    524,192    —    263,250    —    —    —    12,075    799,517
Chief Operations Officer

Roy Dallis Copeland, Jr. 2014    412,336    118,104    286,059    —    —    —    12,899 ^(3)(4)(5) 829,398
Executive Vice
2013    434,800    —    321,581    —    —    —    9,496    765,877
President, Chief
2012    428,454    —    215,150    —    —    —    16,519    660,123
Community Banking Officer


Name and Principal Position	Year		Salary ($)⁽¹⁾		Bonus ($)			Stock Awards ($)⁽³⁾		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Kessel D. Stelling		2016	$	985,769		—		$	1,810,106		—	$	1,094,500		—	$	322,526	⁽⁴⁾⁽⁵⁾	$	4,212,901
Chairman, Chief Executive Officer and President		2015		962,269		—			1,791,521		—		1,221,419		—		251,413			4,226,622
		2014		1,118,246		—			1,276,868		—		854,240		—		156,702			3,406,506

Kevin S. Blair		2016		205,673		325,000	⁽²⁾		337,584		—		458,722		—		38,718	⁽⁶⁾		1,365,697
Executive Vice President and Chief Financial Officer*


Thomas J. Prescott		2016		443,930		—			—		—		310,751		—		34,468	^(4)(5)(6)		789,149
Former Executive Vice President and Chief Financial Officer		2015		436,470		—			460,691		—		372,901		—		12,247			1,282,309
		2014		507,294		—			459,677		—		193,778		—		11,972			1,172,721

Allen J. Gula, Jr.		2016		447,218		—			452,539		—		318,403		—		28,127	⁽⁴⁾⁽⁶⁾		1,246,287
Executive Vice President and Chief Operations Officer		2015		434,192		—			460,691		—		370,955		—		17,575			1,283,413
		2014		504,788		—			286,059		—		144,575		—		19,072			954,494


Allan E. Kamensky		2016		429,746		—			281,565		—		278,687		—		24,811	⁽⁴⁾⁽⁶⁾		1,014,809
Executive Vice President, General Counsel and Secretary		2015		417,229		—			286,675		—		305,539		—		6,000			1,015,443
		2014		431,231		—			385,512		—		138,926		—		8,957			964,626


Mark G. Holladay**		2016		365,336		—			281,565		—		236,919		—		22,455	⁽⁴⁾⁽⁶⁾		906,276
Executive Vice President and Chief Risk Officer

*	Mr. ~~Kamensky~~Blair was ~~elected~~named Executive Vice President ~~General Counsel~~ and ~~Secretary in February 2014.~~Chief Financial Officer effective August 17, 2016.

~~(1)~~**

~~Salary is comprised of cash salary and salary stock units. Salary stock units were granted~~Mr. Holladay was not a named executive officer in 2014 ~~as fully vested restricted stock units in bi-weekly installments following approval and were settled in cash based on the average closing price on 20 trading days preceding January 15,~~or 2015. The amount below represents the grant date value of the salary stock units (based on the closing price on the date of grant) as determined in accordance with FASB ASC Topic 718, the assumptions for which are set forth in Note 23 of the Notes to Consolidated Financial Statements in Synovus’ 2014 Annual Report.

      2014 Cash
Salary    2014 Salary
Stock Units    Total 2014
Salary
Kessel D. Stelling    $ 933,846       $ 184,400       $ 1,118,246
Thomas J. Prescott    423,644       83,650       507,294
Allan E. Kamensky    351,231       80,000       431,231
Allen J. Gula, Jr.    421,538       83,250       504,788
Roy Dallis Copeland, Jr.    344,336       68,000       412,336

(1)

Salary stock unit awards were eliminated during 2014, resulting in a decline in base salaries from 2014 to 2015.

(2)

Mr. Blair received aone-time cash bonus of $325,000 in connection with his hire designed to partially compensate him for incentives forfeited from his former employer.

(3)

Amounts reflect the grant date fair value of stock awards for each of the last three fiscal years computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the ~~performance stock unit, market restricted stock unit~~PSU, MRSU and restricted stock unit awards are set forth in Note 23 of the Notes to the Audited Consolidated Financial Statements in ~~Synovus’ 2014~~the 2016 Annual Report. ~~The grant date fair value of the market restricted stock unit awards is based on the probable outcome of the awards’ performance conditions.~~ If the highest level of performance were achieved, the grant date fair value of the PSU and MRSU awards granted in 2016 would have been ~~$1,721,091~~$2,487,658 for Mr. Stelling, ~~$632,871~~$340,595 for Mr. ~~Prescott, $484,395~~Blair, $618,804 for Mr. Gula, and $386,950 for each of Messrs. Kamensky and ~~$385,561 each for Messrs. Gula and Copeland.~~Holladay.

~~(3)~~(4)

Amount includes company contributions by Synovus to nonqualified deferred compensation plans of ~~$67,302, $3,649, $6,462~~$253,126, $22,073, $22,127, $18,811, and ~~$3,373~~$12,708 for each of Messrs. Stelling, Prescott, Gula, Kamensky, ~~Gula~~ and ~~Copeland,~~Holladay, respectively.

~~(4)~~(5)

Amount includes contributions by Synovus under the 2011 Synovus Director Stock Purchase Plan of $3,000 for Mr. Stelling. Amount also includes incremental costs of perquisites totaling ~~$86,400~~$66,400 for Mr. Stelling. These perquisites include a housing allowance of $26,400, an auto allowance of $6,000, financial planning assistance of ~~$37,500,~~$17,500, and transportation service costs of $16,500. Messrs. Stelling and Prescott receive security alarm monitoring service for which there is no incremental cost to the Company. Each executive also receives the reimbursement of monthly country club dues. However, there is no incremental cost to the Company for the personal benefit of such memberships because each executive is expected to, and uses, such memberships for business purposes.

~~(5)~~(6)

Amount includes auto allowance of $6,000 each for Messrs. Prescott, Gula, Kamensky and ~~Copeland, and $5,308 for Mr. Kamensky,~~Holladay, financial planning assistance of $5,000 and $2,500 for ~~Mr.~~Messrs. Prescott ~~executive physical examination cost of $3,250 for Mr. Copeland, personal use of Company aircraft of $6,610 for Mr. Gula,~~and Holladay, respectively, and the actuarial value of salary continuation life insurance benefit of ~~$972 and $276~~$1,395 for ~~each of Messrs.~~Mr. Prescott and ~~Copeland, respectively.~~$1,247 for Mr. Holladay. Amount also includes $38,718 in relocation assistance for Mr. Blair.


40		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~

- 2017 Proxy Statement 41

SUMMARY COMPENSATION TABLE

Grants of Plan-Based Awards for Fiscal Year ~~2014~~2016

The table below sets forth the short-term and long-term incentive compensation (granted in the form of cash-based awards, ~~salary stock units, restricted stock units, performance stock units~~PSUs and ~~market restricted stock units)~~MRSUs) awarded to the named executive officers for ~~2014.~~2016. There were no stock options granted to the named executive officers for ~~2014.~~2016.


					Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units⁽⁵⁾ (#)			All Other Option Awards: Number of Securities Under- lying Options (#)					Grant Date Fair Value of Stock and Option Awards⁽⁶⁾ ($)										Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾													Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾										Grant Date Fair Value of Stock Awards⁽³⁾ ($)
Name	Grant Date⁽¹⁾		Action Date⁽¹⁾		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)^(2)(3)(4)		Maximum (#)				Exercise or Base Price of Option Awards ($/Sh)					Grant Date	Grant Date Fair Value of Stock and Option Awards⁽⁶⁾ ($)				Action Date			Threshold ($	)			Target ($	)			Maximum ($	)					Threshold (#	)		Target (#	)			Maximum (#	)				Grant Date Fair Value of Stock Awards⁽³⁾ ($)
Kessel D. Stelling		1-22-14 (Cash Incentive)		1-22-14	$	380,000	$	760,000	$	1,140,000		—		—		—			—			—			—		—			2-11-16 (Cash Incentive)				2-11-16			$	497,500			$	995,000		$	1,492,500						—				—		—		—
		1-31-14 (PSUs)		1-22-14		—		—		—		10,661		21,322		31,983		—			—		—		$	500,001		2-11-16 (PSUs)			2-11-16				—				—				—					17,342				34,683				52,025	$	900,024
		1-31-14 (MRSUs)		1-22-14		—		—		—		23,988		31,983		39,979		—			—		—			776,867		2-11-16 (MRSUs)			2-11-16				—				—				—					26,012				34,683				43,354		910,082
Kevin S. Blair																												8-10-16 (Cash Incentive)			8-10-16				215,625				431,250				646,875					—				—				—
		Bi-weekly SSUs		1-22-14		—		—		—		—		—		—		7,458			—		—			184,400		8-10-16 (MRSUs)			8-10-16																	7,788				10,384				12,980		337,584
Thomas J. Prescott		1-22-14 (Cash Incentive)		1-22-14		86,200		172,400		258,600		—		—		—		—			—		—			—		2-11-16 (Cash Incentive)			2-11-16				155,376				310,751				465,857					—				—				—		—
		1-31-14 (PSUs)		1-22-14		—		—		—		3,838		7,676		11,514		—			—		—			180,002		2-11-16 (PSUs)			2-11-16				—				—				—					—				—				—		—
																												2-11-16 (MRSUs)			2-11-16				—				—				—					—				—				—		—
Allen J. Gula, Jr.																												2-11-16 (Cash Incentive)			2-11-16				159,202				318,403				477,605					—				—				—		—
		1-31-14 (MRSUs)		1-22-14		—		—		—		8,636		11,514		14,393		—			—		—			279,675		2-11-16 (PSUs)			2-11-16				—				—				—					4,336				8,671				13,007		225,012
		Bi-weekly SSUs		1-22-14		—		—		—		—		—		—		3,361			—		—			83,650		2-11-16 (MRSUs)			2-11-16				—				—				—					6,503				8,671				10,839		227,527
Allan E. Kamensky		2-10-14 (Cash Incentive)		1-23-14		61,800		123,600		185,400		—		—		—		—			—		—			—		2-11-16 (Cash Incentive)			2-11-16				131,128				262,255				393,383					—				—				—		—
		2-10-14 (PSUs)		1-23-14		—		—		—		2,381		4,762		7,143		—			—		—			112,002		2-11-16 (PSUs)			2-11-16				—				—				—					2,698				5,395				8,092		140,000
		2-10-14 (MRSUs)		1-23-14		—		—		—		5,358		7,143		8,929		—			—		—			173,503		2-11-16 (MRSUs)			2-11-16				—				—				—					4,046				5,395				6,744		141,565
Mark G. Holladay																												2-11-16 (Cash Incentive)			2-11-16				111,475				222,949				334,424					—				—				—		—
		2-10-14 (RSUs)		1-23-14		—		—		—		—				—		4,252			—		—			100,007		2-11-16 (PSUs)			2-11-16				—				—				—					2,698				5,395				8,092		140,000
		Bi-weekly SSUs		1-23-14		—		—		—		—				—		3,201			—		—			80,000		2-11-16 (MRSUs)			2-11-16				—				—				—					4,046				5,395				6,744		141,565
Allen J. Gula, Jr.		1-22-14 (Cash Incentive)		1-22-14		64,313		128,625		192,938		—		—		—		—			—		—			—
		1-31-14 (PSUs)		1-22-14		—		—		—		2,389		4,777		7,165		—			—		—			112,021
		1-31-14 (MRSUs)		1-22-14		—		—		—		5,374		7,165		8,956		—			—		—			174,038
		Bi-weekly SSUs		1-22-14		—		—		—		—		—		—		3,344			—		—			83,250
Roy Dallis Copeland, Jr.		1-22-14 (Cash Incentive)		1-22-14		52,538		105,075		157,613		—		—		—		—			—		—			—
		1-31-14 (PSUs)		1-22-14		—		—		—		2,389		4,777		7,165		—			—		—			112,021
		1-31-14 (MRSUs)		1-22-14		—		—		—		5,374		7,165		8,956		—			—		—			174,038
		Bi-weekly SSUs		1-22-14		—		—		—		—		—		—		2,737			—		—			68,000

(1)

~~For~~Reflects threshold target and maximum payout opportunities under the annual incentive plan based on 2016 performance. The actual amount of annual incentive earned by the named executive ~~officers other than Mr. Kamensky,~~officer is reported under the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation ~~Committee met on January 22, 2014~~Table. For more information regarding the annual incentive plan, see the discussion under “Short Term Incentives” in the “Executive Compensation—Compensation Discussion and ~~approved the grant~~Analysis” section of cash-based awards effective January 22, 2014, the grant of PSUs and MRSUs effective January 31, 2014 and the grant of salary stock units effective as of each bi-weekly payroll date. On January 23, 2014, the Committee approved the grant of cash-based awards, PSUs, MRSUs and restricted stock units to Mr. Kamensky effective February 10, 2014 and the grant of salary stock units to Mr. Kamensky effective as of each bi-weekly payroll date following February 10, 2014. The bi-weekly grant dates for 2014 were February 7, February 21, March 7, March 21, April 4, April 18, May 2, May 16, May 30, June 13, June 27, July 11, July 25, August 8, August 22, September 5, September 19, October 3, October 17, October 31, November 14, November 28, December 12 and December 26.this Proxy Statement.

(2)

Reflects threshold target and maximum number of shares that may be earned under awards of PSUs and MRSUs. The PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ weighted average ~~return on average assets~~ROAA during the performance period, the actual payout of the performance stock units can range from 0% to 150% of the target amount.

~~(3)~~

The MRSUs have a three-year service requirement ~~(one-third~~(one-third vest for each year of service) and threeone-year performance periods. Based upon Synovus’ total shareholder return during the performance period, the number of MRSUs that vest each year can be adjusted upward or downward 25%.

~~(4)~~(3)

~~The restricted stock units have a three-year service requirement (one-third vest for each year of service).~~

~~(5)~~

Salary stock units were granted in 2014 as fully-vested restricted stock units in bi-weekly installments following approval and were settled in cash on January 15, 2015 based on the average closing price of Synovus on the 20 preceding trading days.

~~(6)~~

Amounts reflect the grant date fair value of long-term incentive awards computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the long-term incentive awards are set forth in Note 23 of the Notes to the Audited Consolidated Financial Statements in ~~Synovus’ 2014~~the 2016 Annual Report.


42		- 2017 Proxy Statement

SUMMARY COMPENSATION TABLE

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~ 41

~~SUMMARY COMPENSATION TABLE~~

Outstanding Equity Awards at ~~2014~~2016 FiscalYear-End

The table below identifies the option awards and stock awards held by the named executive officers and outstanding on December 31, ~~2014.~~2016.

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Option
Exercise
Price
($)
Option
Expiration
Date Grant Date    Number
of Shares
or Units
of Stock
That
Have Not
Vested
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)

Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units
or Other Rights
Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Option
Exercise
Price
($)
Option
Expiration
Date Grant Date Number
of Shares
or Units
of Stock
That
Have Not
Vested⁽¹⁾
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)⁽²⁾

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)⁽¹⁾

Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)⁽¹⁾⁽²⁾

Kessel D. Stelling — — — ~~1-31-14~~ 2-11-16 ~~32,261~~35,103 ⁽²⁾⁽³⁾ $ ~~873,950~~1,442,031
2-11-16 35,103 ⁽⁴⁾ $ 1,442,031
2-19-15 21,337 ⁽³⁾ 876,524
2-19-15 32,001 ⁽⁴⁾ 1,314,601
1-31-14    ~~21,506~~11,082 ⁽⁴⁾⁽³⁾ ~~582,598~~455,249
1-31-14 22,151 ⁽⁴⁾ 909,963
Kevin S. Blair 8-10-16 10,422 ⁽³⁾ 428,136
Thomas J. Prescott⁽⁵⁾ 2-19-15 5,486 ⁽³⁾ 225,365
~~12-11-13~~2-19-15    ~~10,065~~ ⁽²⁾ ~~272,661~~
— — — ~~6-18-13~~ ~~30,921~~ ⁽³⁾ $ ~~837,650~~
— — — ~~3-14-12~~ ~~42,260~~ ⁽³⁾ ~~1,144,823~~
~~337~~ $ ~~62.51~~ ~~01/01/2015~~ — — —
~~Thomas J. Prescott~~ ~~1-31-14~~8,225 ⁽⁴⁾ ~~7,741~~ ⁽⁴⁾ ~~209,704~~337,883
1-31-14    ~~11,613~~ ⁽²⁾ ~~314,596~~
— — — ~~12-11-13~~ ~~2,875~~7,970 ⁽²⁾⁽⁴⁾ ~~77,884~~
— — — ~~6-18-13~~ ~~14,035~~ ⁽³⁾ ~~380,208~~
— — — ~~3-14-12~~ ~~19,174~~ ⁽³⁾ ~~519,424~~ ��
— — — — — —
~~4,080~~ ~~87.71~~ ~~01/20/2015~~ — — —
~~11,838~~ ~~90.51~~ ~~01/30/2016~~ — — —
~~3,923~~ ~~104.44~~ ~~01/31/2017~~ — — —
~~32,143~~ ~~92.26~~ ~~01/31/2018~~ — — —327,408
~~6,293~~ ~~92.26~~ ~~01/31/2018~~ — — —
~~Allan E. Kamensky~~ — — — ~~2-10-14~~ ~~4,803~~ ⁽⁴⁾ ~~130,113~~
— — — ~~2-10-14~~ ~~4,288~~ ⁽⁵⁾ ~~116,162~~
— — — ~~2-10-14~~1-31-14    ~~7,205~~3,990 ⁽²⁾⁽³⁾ ~~195,183~~163,909
Allen J. Gula, Jr. — — — ~~1-31-14~~ ~~7,226~~ ⁽²⁾2-11-16    ~~195,752~~
— — — ~~1-31-14~~ ~~4,817~~8,774 ⁽⁴⁾⁽³⁾ ~~130,493~~360,436
— — — ~~12-11-13~~ ~~2,875~~ ⁽²⁾ ~~77,884~~
— — — ~~6-18-13~~2-11-16    ~~13,968~~ ⁽³⁾ ~~378,393~~
— — — ~~3-14-12~~ ~~19,079~~ ⁽³⁾ ~~516,850~~
~~Roy Dallis Copeland, Jr.~~ — — — ~~1-31-14~~ ~~7,226~~8,774 ⁽²⁾⁽⁴⁾ ~~195,752~~360,436
2-19-15 5,486 ⁽³⁾ 225,365
2-19-15 8,225 ⁽⁴⁾ 337,883
1-31-14    ~~4,817~~2,487 ⁽⁴⁾⁽³⁾ ~~130,493~~102,166
1-31-14 4,958 ⁽⁴⁾ 203,675
Allan E. Kamensky 2-11-16 5,459 ⁽³⁾ 224,256
~~12-11-13~~2-11-16    ~~2,875~~5,459 ⁽²⁾⁽⁴⁾ ~~77,884~~224,256
— — — ~~6-18-13~~ ~~11,413~~ ⁽³⁾ ~~309,178~~2-19-15    3,413 ⁽³⁾ 140,206
— — — ~~3-14-12~~2-19-15    ~~15,594~~5,118 ⁽³⁾⁽⁴⁾ ~~422,441~~210,247
2-10-14 4,944 ⁽⁴⁾ 203,100
2-10-14 1,471 ⁽⁶⁾ 60,429
~~2,416~~ ~~96.46~~ ~~06/16/2015~~ — — 2-10-14    — 2,480 ⁽³⁾ 101,878
Mark G. Holladay⁽⁵⁾ 2-11-16 5,459 ⁽³⁾ 224,256
2-11-16 5,459 ⁽⁴⁾ 224,256
2-19-15 3,413 ⁽³⁾ 140,206
2-19-15 5,118 ⁽⁴⁾ 210,247
1-31-14 4,958 ⁽⁴⁾ 203,675
1-31-14 2,487 ⁽³⁾ 102,166

(1) Includes additional stock awards credited by reason of such awards earning dividend equivalents.
(2) Market value ~~includes dividend equivalents and~~ is calculated based on the closing price of Synovus’ common stock on December ~~31, 2014~~30, 2016 ($~~27.09)~~41.08) as reported on the NYSE.

~~(2)~~(3) ~~Market restricted stock units~~MRSUs have a three-year service requirement ~~(one-third~~(one-third vest for each year of service following grant) and ~~a three-year~~threeone-year performance ~~period.~~periods. Based upon Synovus’ total shareholder return during the performance period, the number of MRSUs that vest each year can be adjusted upward or downward 25%.

~~(3)~~ Restricted stock unit awards granted under TARP vest when the executive completes three years of continuous service following the grant date. The awards also required Synovus to repay TARP, which occurred in July 2013, and to achieve two consecutive quarters of profitability, which was accomplished in the second and third quarters of 2013 and 2012.
(4) ~~Performance stock units~~PSUs have a three-year service requirement (100% vest after three years of service) and a three-year performance period. Based upon Synovus’ weighted average ~~return on assets~~ROAA during the performance period, the payout of the performance stock units can range from 0% to 150% of the target amount. In accordance with SEC rules, the number of PSUs reflected in the table is based on an assumed achievement at the target performance level.

(5) Messrs. Prescott and Holladay voluntarily surrendered for no consideration underwater stock options during 2016 at the request of the Company.
(6) Restricted stock units have a three-year service requirement ~~(one-third~~(one-third vest for each year of service).
42 ~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~
- 2017 Proxy Statement    43
SUMMARY COMPENSATION TABLE
Option Exercises and Stock Vested for Fiscal Year ~~2014~~2016
The following table sets forth the number and corresponding value realized during ~~2014~~2016 with respect to restricted stock units that vested for each named executive officer. No named executive officer exercised stock options during ~~2014.~~2016.

   Option Awards    Stock Awards    Option Awards       Stock Awards
Name
Number of Shares
Acquired on Exercise
(#)

Value Realized
on Exercise
($)

Number of Shares
Acquired on Vesting
(#)

Value Realized
on Vesting
($)⁽¹⁾

Number of Shares
Acquired on Exercise
(#)

Value Realized
on Exercise
($)

Number of Shares
Acquired on Vesting
(#)

Value Realized
on Vesting
($)⁽¹⁾

Kessel D. Stelling    —       —       5,596       $ 146,615       —       —          62,254       $ 1,885,201
Kevin S. Blair    —       —          —       —
Thomas J. Prescott    —       —       1,600       41,920       —       —          23,750       715,929
Allan E. Kamensky.    —       —       —       —
Allen J. Gula, Jr.    —       —       1,600       41,920       —       —          21,919       660,109
Roy Dallis Copeland, Jr.    —       —       1,600       41,920
Allan E. Kamensky    —       —          6,042       163,014
Mark G. Holladay    —       —          18,197       554,071

(1) Reflects the fair market value of the underlying shares as of the vesting date.
Nonqualified Deferred Compensation for Fiscal Year ~~2014~~2016
The table below provides information relating to the activity in the deferred compensation plans for the named executive officers in ~~2014.~~2016.

Name
Executive
Contributions
in Last FY
($)⁽¹⁾

Registrant
Contributions
in Last FY
($)⁽²⁾

Aggregate
Earnings
in Last FY
($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance
at Last FYE
($)^(3)(4)(5)

Executive
Contributions
in Last FY
($)⁽¹⁾

Registrant
Contributions
in Last FY
($)⁽²⁾

Aggregate
Earnings
in Last FY
($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance
at Last FYE
($)⁽³⁾

Kessel D. Stelling    $ 28,015       $ 67,302       $ 10,281       —       $ 1,196,853       $ 88,287       $ 253,126       $ 32,610       —       $ 1,774,380 ⁽⁴⁾
Kevin S. Blair    —       —       —       —       —
Thomas J. Prescott    —       —       21,574       —       898,608       24,505       22,073       70,020       —       1,001,465
Allen J. Gula, Jr.    24,545       22,127       7,747       —       109,663
Allen E. Kamensky    6,255       3,649       131       —       10,035       22,059       18,811       2,318       —       53,164
Allen J. Gula, Jr.    8,431       6,462       1,677       —       31,979
Roy Dallis Copeland, Jr.    3,443       3,373       1,007       —       22,652
Mark G. Holladay    12,708       12,708       22,274       —       544,776

(1) The amounts included in this column are included in the Summary Compensation Table for ~~2014~~2016 as “Salary.”

(2) The amounts included in this column are included in the Summary Compensation Table for ~~2014~~2016 as “All Other Compensation.”

(3) Of the balances reported in this column, the amounts of ~~$245,323,~~$464,448, $473,350, ~~$6,225~~$24,262, $3,649 and ~~$7,502~~$191,388 with respect to Messrs. Stelling, Prescott, Gula, Kamensky and ~~Copeland,~~Holladay, respectively, were reported in the Summary Compensation Table as “All Other Compensation” in previous years.

(4) Theyear-end balance for Mr. Stelling includes ~~$234,823~~$539,592 in the Deferred Plan, which had contributions of ~~$26,954~~$77,688 for ~~2014,~~2016, and ~~$962,030~~$1,234,796 in the Riverside Plan, which had contributions of ~~$40,348~~$175,438 in ~~2014.~~2016.
~~(5)~~ Each named executive officer, other than Messrs. Kamensky and Gula, is 100% vested and will therefore receive his account balance in Synovus’ nonqualified deferred compensation plan upon his termination of employment for any reason. Mr. Kamensky is 0% vested in the plan and Mr. Gula is 75% vested in the plan. As a result, Mr. Gula would receive the vested portion of his account balance upon his termination of employment.
The Deferred Plan replaces benefits lost by executives under the qualified retirement plans due to IRS limits. Executives are also permitted to defer all or a portion of their base salary or short-term incentive award. Amounts deferred under the Deferred Plan are deposited into a rabbi trust, and executives are permitted to invest their accounts in mutual funds that are generally the same as the mutual funds available in the qualified 401(k) plan. Deferred Plan participants
may elect to withdraw their accounts as of a specified date or upon their termination of employment. Distributions can be made in a single lump sum or in annual installments over a2-10 year period, as elected by the executive. Each named executive officer except for Mr. Blair is 100% vested and will therefore receive his account balance in Synovus’ nonqualified deferred compensation plan upon his termination of employment for any reason.
The material terms and provisions of the Riverside Plan are described on page      35 of this Proxy Statement.
Potential Payouts upon Termination or Change of Control
Synovus has entered into change of control agreements with its named executive officers. Under these agreements, benefits are payable upon the occurrence of two events (also known as a “double trigger”). The first event is a change of control and the second event is the termination of an executive’s employment by Synovus for any reason other than “cause,” death, or disability, or by the executive for “good reason,” within two years following the date of the change of control. “Change of control” is defined, in general, as the acquisition of 20% of Synovus’ stock by any “person” as defined under the Securities Exchange Act of
1934, turnover of more thanone-third of the Board of Directors of Synovus, or a merger of Synovus with another company if the former shareholders of Synovus own less than 60% of the surviving company. For purposes of these agreements, “good reason” means a material adverse reduction in an executive’s position, duties or responsibilities, relocation of the executive more than 35 miles from where the executive is employed, or a material reduction in the executive’s base salary, bonus or other employee benefit plans.

~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~    43
44 - 2017 Proxy Statement
SUMMARY COMPENSATION TABLE
In the event payments are triggered under the agreements, each executive will receive three times his or her base salary as in effect prior to the termination, three times a percentage of his or her base salary equal to the average short-term incentive award percentage earned over the previous three calendar years prior to the termination, as well as a pro rata short-term incentive award calculated at target for the year of termination. These amounts are paid to the executive in a singlelump-sum cash payment. Each executive will also receive health and welfare benefits for a three year period. In addition, executives who entered into agreements prior to the prohibition on taxgross-ups adopted by the Committee (see page ~~32)~~__) will receive an amount that is designed to
“gross-up” the executive for any excise taxes that are payable by the executive as a result of the payments under the agreement, but only if the total change of control payments to the executive exceed 110% of the applicable IRS cap. The following table quantifies the estimated amounts that would be payable under the change of control agreements, assuming the triggering events occurred on December 31, ~~2014.~~2016. In addition to the amounts set forth in the table below, executives would also receive a distribution of their deferred compensation vested account balance shown above in the Nonqualified Deferred Compensation Table upon their separation of employment on December 31, ~~2014.~~2016.

3x
Base
Salary

Average
3-Yrs
Short-
Term
Incentive
Award

Pro-Rata
Target
Short-
Term
Incentive
Award

Health
&
Welfare
Benefits

Stock
Award
Vesting⁽¹⁾

Stock
Option
Vesting⁽²⁾

Excise
Tax
Gross-
up⁽³⁾
Total
3x
Base
Salary

Average
3-Yrs
Short-
Term
Incentive
Award

Pro-Rata
Target
Short-
Term
Incentive
Award

Health
&
Welfare
Benefits

Stock
Award
Vesting⁽¹⁾

Excise
Tax
Gross-
up⁽²⁾
   Total
Kessel D. Stelling $ 2,850,000    $ 0    $ 760,000    $ 54,648    $ 2,711,682    $ 0    $ 297,952    $ 6,674,282       $ 2,985,000       $ 2,149,200       $ 995,000       $ 61,740       $ 6,440,399       $ 1,304,452       $ 13,935,791
Kevin S. Blair    1,725,000       —       431,250       61,740       428,136       0       2,217,990
Thomas J. Prescott 1,293,000    0    172,400    54,648    1,501,816    0    0    3,021,864       1,331,790       572,670       310,751       61,740       1,054,565       0       3,331,516
Allen J. Gula, Jr.    1,364,583       532,188       318,405       61,740       1,589,961       239,077       4,105,954
Allan E. Kamensky 1,236,000    0    123,600    54,648    441,458    0    —    1,855,706       1,311,273       458,946       262,255       61,740       1,164,372       0       3,258,586
Allen J. Gula, Jr. 1,286,250    0    128,625    54,648    1,299,372    0    0    2,768,895
Roy Dallis Copeland, Jr. 1,050,750    0    105,075    54,648    1,155,748    0    0    2,366,221
Mark G. Holladay    1,114,743       401,307       222,949       61,740       1,104,806       0       2,905,545

(1) Estimated by multiplying number of stock awards that vest upon change of control by fair market value on December 31, ~~2014.~~2016. Awards vest upon involuntary or constructive termination of employment within two years following a change of control. Stock awards also vest upon death or disability.

(2) Because the exercise price of all unexercised options held by each named executive officer exceeded the fair market value of Synovus stock on December 31, 2014, the amount is estimated at zero for each named executive officer.
~~(3)~~ Excise taxes on vesting of PSU awards estimated by including full value of awards. Excise taxes on vesting of restricted stock ~~award vesting~~unit and MRSU awards estimated by multiplying amount of ~~stock~~ awards that vest upon change of control by 1% for each month of accelerated vesting. Total estimated excise tax amount divided by 43.55%, which percentage is designed to calculate the amount ofgross-up payment necessary so that executive is placed in the same position as though excise tax did not apply. Nogross-up payment is made if change of control payment does not exceed IRS cap by 110%, which was the case for Messrs. ~~Gula,~~ Prescott and ~~Copeland. Mr. Kamensky’s agreement does~~Holladay. The agreements for Messrs. Blair and Kamensky do not contain a gross-up ~~provision.~~ provisions.
Executives who receive these benefits are subject to a confidentiality obligation with respect to secret and confidential information about Synovus they ~~know.~~possess. There are no provisions regarding a waiver of this
confidentiality obligation. No perquisites or other personal benefits are payable under the change of control agreements.

44 ~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~
- 2017 Proxy Statement    45
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Transaction Policy
Synovus’ Board of Directors has adopted a written policy for the review, approval or ratification of certain transactions with related parties of Synovus, which policy is administered by the Corporate Governance and Nominating Committee. Transactions that are covered under the policy include any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year; (2) Synovus is a participant; and (3) any related party of Synovus (such as an executive officer, director, nominee for election as a director or greater than 5% beneficial owner of Synovus stock, or their immediate family members) has or will have a direct or indirect interest.
Among other factors considered by the Committee when reviewing the material facts of related party transactions, the Committee must take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. Certain categories of transactions have standingpre-approval under the policy, including the following:

the employment ofnon-executive officers who are immediate family members of a related party of Synovus so long as the annual
compensation received by this person does not exceed $250,000, which employment is reviewed by the Committee at its next regularly scheduled meeting; and
~~compensation received by this person does not exceed $250,000, which employment is reviewed by the Committee at its next regularly scheduled meeting; and~~

certain limited charitable contributions by Synovus, which transactions are reviewed by the Committee at its next regularly scheduled meeting.
The policy does not apply to certain categories of transactions, including the following:

certain lending transactions between related parties and Synovus and any of its banking and brokerage subsidiaries;

certain other financial services provided by Synovus or any of its subsidiaries to related parties, including retail brokerage, deposit relationships, investment banking and other financial advisory services; and

transactions that occurred, or in the case of ongoing transactions, transactions that began, prior to the date of the adoption of the policy by the Synovus Board.
Related Party Transactions in the Ordinary Course
During ~~2014,~~2016, Synovus’ executive officers and directors (including their immediate family members and organizations with which they are affiliated) were also banking customers of Synovus and/or its subsidiaries. The lending relationships with these directors and officers (including their immediate family members and organizations with which they are affiliated) were made in the ordinary course of business and on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with persons not related to the lender and do not involve more than normal collection risk or present other unfavorable features. In addition to these lending relationships, some directors and their affiliated organizations provide services or otherwise do business with Synovus and its subsidiaries, and we in turn provide services, including retail brokerage and other financial services, or otherwise do business with
the directors and their organizations, in each case in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with other nonaffiliated persons.
For purposes of determining director independence, the Board considered the lending and/or other financial services relationships provided to each of Messrs. Bentsen, Brooke, Butler, Goodrich, ~~Hansford,~~ Nix, Pastides, Prochaska, ~~Stelling,~~ Stith, Storey, and Tomlinson and Ms. Camp, their immediate family members and/or their affiliated organizations during ~~2014~~2016 and determined that none of the relationships constitute a material relationship with Synovus. The services provided to these directors were in the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships meet the Board’s categorical standards for independence. See “Corporate Governance and Board ~~Matters —~~ Matters—Independence.”
~~Total System Services, Inc.~~
Philip Tomlinson, a director of Synovus, currently serves as an executive officer and as the Chairman of the Board of Total System Services, Inc. Mr. Tomlinson also served as Chief Executive Officer of TSYS until July 31, 2014. During 2014, TSYS provided electronic payment processing services and other card-related services to certain banking subsidiaries of Synovus for payments of $8,565,534. Synovus and its subsidiaries also paid TSYS an aggregate of $1,335,272 in miscellaneous reimbursable items such as data links, network services and postage, primarily related to processing services, in 2014.
~~In addition, Synovus and CB&T lease office space from TSYS under various lease agreements, resulting in aggregate payments of $40,718~~
to TSYS during 2014. CB&T and other Synovus subsidiaries also paid subsidiaries of TSYS $150,618 for printing services and $11,612 for equipment rentals in 2014. CB&T also provided TSYS with a rebate on its commercial card services of $150,743 in 2014.
All of the transactions set forth above between TSYS and Synovus and its subsidiaries are comparable to those between similarly situated unrelated third parties in similar transactions. The payments to Synovus by TSYS and the payments to TSYS by Synovus represent less than 2% of TSYS’ 2014 gross revenues.
~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~    45
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~
W.C. Bradley Co.
Synovus leased various properties in Columbus, Georgia from W.C. Bradley Co. for office space and storage during ~~2014.~~2016. Stephen T. Butler is the executive chairman and a director of W.C. Bradley Co. The aggregate rent paid for this leased space was ~~$2,773,633.~~$3,065,999. The terms of the lease agreements are comparable to those provided for between similarly situated unrelated third parties in similar transactions.
Synovus is a party to a Joint Ownership Agreement with TSYS and W.C.B. Air L.L.C. pursuant to which they jointly own or lease aircraft. W.C. Bradley Co. owns all of the limited liability interests of W.C.B. Air. The parties have each agreed to pay fixed fees for each hour they fly the
aircraft owned and/or leased pursuant to the Joint Ownership Agreement. Synovus paid ~~$1,152,676~~$1,108,373 for its business related use of the aircraft during ~~2014.~~2016. The charges payable by Synovus in connection with its use of this aircraft approximate charges available to unrelated third parties in the State of Georgia for use of comparable aircraft for commercial purposes.
The payments to W.C. Bradley Co. by Synovus and its subsidiaries and the payments to Synovus and its subsidiaries by W.C. Bradley Co. represent less than 2% of W.C. Bradley Co.’s ~~2014~~2016 gross revenues. The Board considered these transactions and determined that Mr. Butler is independent pursuant to the Synovus Financial Corp. Independence Standards.

46 ~~SYNOVUS FINANCIAL CORP~~- ~~2015~~2017 Proxy Statement
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Synovus’ officers and directors, and persons who own more than ten percent of Synovus stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the NYSE. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish Synovus with copies of all Section 16(a) forms they file.
To Synovus’ knowledge, based solely on its review of the copies of such forms received by it, and written representations from certain reporting persons that no Forms 5 were required for those persons, Synovus believes that during the fiscal year ended December 31, ~~2014~~2016 its officers, directors and greater than ten percent beneficial owners timely complied with all applicable Section 16(a) filing ~~requirements.~~requirements, except that Mr. Kamensky had a Form 3 that was inadvertently filed late.
~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~    47
SHAREHOLDER PROPOSALS AND NOMINATIONS
In order for a shareholder proposal to be considered for inclusion in Synovus’ Proxy Statement for the ~~2016~~2018 annual meeting of shareholders, the written proposal must be received by the Corporate Secretary of Synovus at the address below. The Corporate Secretary must receive the proposal no later than November ~~14, 2015.~~10, 2017. The proposal will also need to comply with the SEC’s regulations under Rule14a-8 regarding the inclusion of shareholder proposals in company sponsored proxy materials. Proposals should be addressed to:
Corporate Secretary
Synovus Financial Corp.
1111 Bay Avenue, Suite 500
Columbus, Georgia 31901
For a shareholder proposal that is not intended to be included in Synovus’ Proxy Statement for the ~~2016~~2018 annual meeting of shareholders, or if you want to nominate a person for election as a director, you must provide written notice to the Corporate Secretary at the address above. The Secretary must receive this notice not earlier than December ~~25, 2015~~21, 2017 and not later than January ~~24, 2016.~~20, 2018. The notice of a proposed item of business must provide information as required in the bylaws of Synovus which, in general, require that the notice include for each matter a brief description of the matter to be brought before the meeting; the reason for bringing the matter before the meeting; your
name, address, and number of shares you own beneficially or of record; and any material interest you have in the proposal.
The notice of a proposed director nomination must provide information as required in the bylaws of Synovus which, in general, require that the notice of a director nomination include your name, address and the number of shares you own beneficially or of record; the name, age, business address, residence address and principal occupation of the nominee; and the number of shares owned beneficially or of record by the nominee, as well as information on any hedging activities or derivative positions held by the nominee with respect to Synovus shares. It must also include the information that would be required to be disclosed in the solicitation of proxies for the election of a director under federal securities laws. You must submit the nominee’s consent to be elected and to serve as well as a statement whether each nominee, if elected, intends to tender promptly following such person’s failure to receive the required vote for election orre-election, an irrevocable resignation effective upon acceptance by the Board of Directors, in accordance with Synovus’ Corporate Governance Guidelines. A copy of the bylaw requirements will be provided upon request to the Corporate Secretary at the address above.

48 ~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~
- 2017 Proxy Statement    47
GENERAL INFORMATION
Financial Information
A copy of Synovus’ ~~2014~~2016 Annual Report accompanies this Proxy Statement or, in the case of shareholders who receive Notice and Access, is available on the website with the Proxy Statement. Additional copies of the ~~2014~~2016 Annual Report, without exhibits, will be furnished, without charge, by writing to the Corporate Secretary, Synovus Financial Corp., 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901. The ~~2014~~2016 Annual Report is also available ~~on Synovus’ home page on the Internet~~ at ~~www.synovus.com~~investor.synovus.com under the ~~“Information and Events — Annual Reports” link on the “Investor Relations” page.~~“Financial Information” tab.
Solicitation of Proxies
Synovus will pay the cost of soliciting proxies. Proxies may be solicited on behalf of Synovus by directors, officers or employees by mail, in person or by telephone, facsimile or other electronic ~~means.~~means, for which they will receive no additional compensation. Synovus will reimburse brokerage firms, nominees, custodians, and fiduciaries for theirout-of-pocket expenses for forwarding proxy materials to beneficial owners. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies with respect to shares of our common stock held of record by brokers, nominees and institutions and, in certain cases, by other holders. Such solicitation may be made through the use of mails, by telephone or by personal calls. The anticipated cost of the services of Innisfree is $20,000 plus expenses.
Householding
The Securities and Exchange Commission’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement to those shareholders. This method of delivery, often referred to as householding, should reduce the amount of duplicate information that shareholders receive and lower printing and mailing costs for companies. Synovus and certain intermediaries are householding proxy materials for shareholders of record in connection with the Annual Meeting. This means that:

Only one Notice of Internet Availability of Proxy Materials or Proxy Statement and ~~2014~~2016 Annual Report will be delivered to multiple shareholders sharing an address unless you notify your broker or bank to the contrary;

You can contact Synovus by calling(706) ~~649-5220~~649-3555 or by writing Director of Investor Relations, Synovus Financial Corp., P.O. Box 120, Columbus, Georgia 31902 to request a separate copy of the Notice of Internet Availability of Proxy Materials or ~~2014~~2016 Annual Report and Proxy Statement for the Annual Meeting and for future meetings or, if you are currently receiving multiple copies, to receive only a single copy in the future or you can contact your bank or broker to make a similar request; and

You can request delivery of a single copy of the Notice of Internet Availability of Proxy Materials, ~~2014~~2016 Annual Report or Proxy ~~Statements~~Statement from your bank or broker if you share the same address as another Synovus shareholder and your bank or broker has determined to household proxy materials.

48 - 2017 Proxy Statement
~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~    49Appendix A: Synovus Financial Corp. Director Independence Standards
~~Appendix A:~~ ~~Synovus Financial Corp. Director Independence Standards~~
The following independence standards have been approved by the Board of Directors and are included within Synovus’ Corporate Governance Guidelines.
A majority of the Board of Directors will be directors that the Board of Directors has affirmatively determined meet the criteria for independence required by the NYSE and the Corporate Governance Guidelines.
A. Categorical Standards for Director Independence
A. ~~Categorical Standards for Director Independence~~
The Corporate Governance and Nominating Committee will make recommendations to the Board annually as to the independence of directors as defined by the NYSE. To be considered independent under the NYSE Listing Standards, the Board must determine that a director does not have any direct or indirect material relationship with the Company. The Board has established the following standards to assist it in determining director independence. A director is not independent if:

The director is, or has been within the last three years, an employee of the Company or an immediate family member is, or has been within the last three years, an executive officer of the Company.

The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (Compensation received by an immediate family member for service as an employee of the Company (other than an executive officer) is not taken into consideration under this independence standard).

(A) The director is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time.

The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee.

The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. (The principal amount of loans made by the Company to any director or immediate family member shall not be taken into consideration under this independence standard; however, interest payments or other fees paid in association with such loans would be considered payments.)
The following relationships will not be considered to be material relationships that would impair a director’s independence:

The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services (including financial services) in an amount which, in the prior fiscal year, is less than the greater of $1 million, or 2% of
such other company’s consolidated gross revenues. (In the event this threshold is exceeded, and where applicable in the standards set forth below, the three year “look back” period referenced above will apply to future independence determinations).
such other company’s consolidated gross revenues. (In the event this threshold is exceeded, and where applicable in the standards set forth below, the three year “look back” period referenced above will apply to future independence determinations).

The director or an immediate family member of the director is a partner of a law firm that provides legal services to the Company and the fees paid to such law firm by the Company in the prior fiscal year were less than the greater of $1 million, or 2% of the law firm’s total revenues.

The director or an immediate family member of the director is an executive officer of a tax exempt organization and the Company’s contributions to the organization in the prior fiscal year were less than the greater of $1 million, or 2% of the organization’s consolidated gross revenues.

The director received less than $120,000 in direct compensation from the Company during the prior twelve month period, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

The director’s immediate family member received in his or her capacity as an employee of the Company (other than as an executive officer of the Company), less than $250,000 in direct compensation from the Company in the prior fiscal year, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

The director or an immediate family member of the director has, directly, in his or her individual capacities, or, indirectly, in his or her capacity as the owner of an equity interest in a company of which he or she is not an employee, lending relationships, deposit relationships or other banking relationships (such as depository, trusts and estates, private banking, investment banking, investment management, custodial, securities brokerage, insurance, cash management and similar services) with the Company provided that:

1. Such relationships are in the ordinary course of business of the Company and are on substantially the same terms as those prevailing at the time for comparable transactions withnon-affiliated persons; and

2. With respect to extensions of credit by the Company’s subsidiaries:

(a) such extensions of credit have been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve, Sections 23A and 23B of the Federal Reserve Act and Section 13(k) of the Securities Exchange Act of 1934; and

(b) no event of default has occurred under the extension of credit.

~~SYNOVUS FINANCIAL CORP~~- ~~2015~~2017 Proxy Statement    A-1
APPENDIX A: SYNOVUS FINANCIAL CORP. DIRECTOR INDEPENDENCE STANDARDS
For relationships not described above or otherwise not covered in the above examples, a majority of the Company’s independent directors, after considering all of the relevant circumstances, may make a determination whether or not such relationship is material and whether the director may therefore be considered independent under the NYSE Listing Standards. The Company will explain the basis of any such determinations of independence in the next proxy statement.
For purposes of these independence standards an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers andfathers-in-law, sons anddaughters-in-law, brothers andsisters-in-law, and anyone (other than domestic employees) who shares such person’s home.
For purposes of these independence standards “Company” includes any parent or subsidiary in a consolidated group with the Company.
B. Additional Criteria for Independent Audit Committee and Compensation Committee Members
B. ~~Additional Criteria for Independent Audit Committee and Compensation Committee Members~~
In addition to being independent as determined under the Categorical Standards for Independence set forth in “A” above,

members of the Audit Committee shall not (a) accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries other than directors’ fees or (b) be an “affiliated person” of the Company or any or its subsidiaries, all as set forth in Rule10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
members of the Compensation Committee (a) shall not have any relationship to the Company that is material to such director’s ability to be independent from the Company’s management in connection with the duties of a Compensation Committee member, after taking into consideration all factors specifically relevant to the relationship pursuant to NYSE Listing Standard 303A.02(a)(ii) and the criteria set forth in Rule10C-1(b)(1) promulgated under the Exchange Act and (b) must qualify as “outside directors” as such term is defined under Section 162(m) of the Internal Revenue Code of 1986, as amended, and ~~“non-employee~~“non-employee directors” as such term is defined under Rule16b-3 promulgated under the Exchange Act.

A-2 - 2017 Proxy Statement
Appendix B: Amendment No. 3 to 2010 Synovus Tax Preservation Rights Plan
THIS AMENDMENT NO. 3 TO SHAREHOLDER RIGHTS PLAN (this “Amendment”) dated as of April 20, 2016 is between Synovus Financial Corp., a Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Rights Plan (as defined below).
WHEREAS, the Company is a party to that certain Shareholder Rights Plan dated as of April 26, 2010, as amended as of September 6, 2011 and April 24, 2013 (as so amended, the “Rights Plan”), by and between the Company and the Rights Agent (as successor to Mellon Investor Services LLC);
WHEREAS, pursuant to, and subject to the terms of, Section 23 of the Rights Plan, at any time on or prior to a Distribution Date, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Plan in any respect without the approval of any holders of Rights, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent;
WHEREAS, the Board of Directors of the Company has determined that it is advisable and in the best interest of the Company and its shareholders to amend the Rights Plan as set forth herein; and
WHEREAS, no Distribution Date has yet occurred, no person has yet become an Acquiring Person and subject to and in accordance with the terms of this Amendment, the Company has directed, and the Rights Agent has agreed to amend the Rights Agreement in certain respects, as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent, intending to be legally bound, hereby agree as follows:
1.Amendments To Rights Plan.
1.1 The definition of “Final Expiration Date” in Section 1 of the Rights Plan is amended and restated in its entirety to read as follows:
“Final Expiration Date” means the close of business on April 29, 2019;provided that if a Stock Acquisition Date occurs fewer than thirty (30) days prior to such date, then the Final Expiration Date shall be the date that is thirty (30) days after the Stock Acquisition Date.”
1.2 The description of “Expiration” in Exhibit B of the Rights Plan is amended and restated in its entirety to read as follows:
“The Rights will expire on the earlier of (i) the close of business on April 29, 2019 (the “Final Expiration Date”), unless a Stock Acquisition Date occurs fewer than 30 days prior to such date, in which case the Final Expiration Date shall be the date that is thirty (30) days after the Stock Acquisition Date; (ii) the time at which all Rights are redeemed or exchanged; (iii) the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward; and (iv) a date prior to a Stock Acquisition Date on which the Board determines, in its sole discretion, that the Rights and the Rights Plan are no longer in the best interests of the Company and its shareholders.”
2.Benefits of this Amendment. Nothing in this Amendment shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to a Distribution Date, the certificates representing Common Stock and, in the case of uncertificated shares, shares of Common Stock in book-entry form) any legal or equitable right, remedy or claim under this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to a Distribution Date, the certificates representing Common Stock and, in the case of uncertificated shares, shares of Common Stock in book-entry form).
3.Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Georgia and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions, regarding the rights, duties, obligations and liabilities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
4.Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument and shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto.
5.Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that, if such excluded provision shall affect the rights, immunities, duties or obligations of the Rights Agent hereunder, the Rights Agent shall be entitled to resign immediately.
6.Effect of Amendment. Except as expressly modified by the Amendment, the Rights Plan and its exhibits shall remain in full force and effect. References in the Rights Plan to the “Rights Plan” (and related terms) shall (if they do not already contemplate and include amendments to the Rights Plan) hereafter refer to the Rights Plan as amended hereby.
- 2017 Proxy Statement    B-1
APPENDIX B: AMENDMENT NO. 3 TO 2010 SYNOVUS TAX PRESERVATION RIGHTS PLAN
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
SYNOVUS FINANCIAL ~~CORP~~ CORP.
By:
/s/ Thomas J. Prescott
Name: Thomas J. Prescott
Title:
Executive Vice President and
Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:
/s/ Michael Nespoli
Name: Michael Nespoli
Title: Executive Director
B-2 - ~~2015~~2017 Proxy Statement
Appendix C: Reconciliation ofNon-GAAP Financial Measures
Non-GAAP Financial Measures-Synovus 2016 Financial Performance
The measures entitled adjustednon-interest expense, adjusted efficiency ratio, and average core transaction deposit accounts are not measures recognized under U.S. GAAP and therefore are considerednon-GAAP financial measures. The most comparable GAAP measures are totalnon-interest expense, efficiency ratio, and total average deposits, respectively. Synovus believes that thesenon-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating the performance of its core business. Adjusted non-interest expense and the adjusted efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. Average core transaction deposit accounts are a measure used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. Thesenon-GAAP financial measures should not be considered as substitutes for totalnon-interest expense, efficiency ratio, and total average deposits determined in accordance with GAAP and may not be comparable to other similarly titled measures at other companies.
The computations of adjustednon-interest expense, adjusted efficiency ratio, and average core transaction deposit accounts, and the reconciliation of these measures to totalnon-interest expense, efficiency ratio, and total average deposits are set forth in the tables below.
   Years Ended
December 31,
(Dollars in thousands)    2016    2015
AdjustedNon-interest Expense
Totalnon-interest expense    $ 755,923       717,655
Litigation contingency/settlement expenses⁽¹⁾    (2,511 )    (5,110 )
Restructuring charges    (8,267 )    (36 )
Fair value adjustment to Visa derivative    (5,795 )    (1,464 )
Loss on early extinguishment of debt, net    (4,735 )    (1,533 )
Merger-related expense    (1,636 )    —
Amortization of intangibles    (521 )    (503 )




Adjustednon-interest expense    $ 732,458       709,009
Adjusted Efficiency Ratio
Adjustednon-interest expense    $ 732,458       709,009
Foreclosed real estate expense, net    (12,838 )    (22,803 )
Other credit costs⁽¹⁾    (6,701 )    (8,853 )




Adjustednon-interest expense excluding credit costs    $ 712,919       677,353
Net interest income    899,180       827,318
Tax equivalent adjustment    1,285       1,304
Totalnon-interest income    273,194       267,920
Investment securities gains, net    (6,011 )    (2,769 )




Total revenues    $ 1,167,648       1,093,773
Efficiency ratio    64.74%       65.61%
Adjusted efficiency ratio    61.06%       61.93%
   12/31/2016    12/31/2015
Average Core Transaction Deposit Accounts
Average total deposits    $ 23,880,021       22,551,679
Average brokered deposits    (1,306,217 )    (1,421,949 )




Average core deposits    22,573,804       21,129,730
Average state, county, and municipal (SCM) deposits    (2,295,266 )    (2,232,437 )
Average time deposits, excluding SCM deposits    (3,145,027 )    (3,202,308 )




Average core transaction deposit accounts    $ 17,133,511       15,694,985
(1) Other credit costs consist primarily of other loan expenses.
- 2017 Proxy Statement    C-1
APPENDIX C: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES
Non-GAAP Financial Measures-Incentive Plans
The measures entitled core earnings and core deposits are not measures recognized under U.S. GAAP and therefore are considered non-GAAP measures. We use non-GAAP financial measures in our incentive plans, specifically core earnings and core deposits for our short-term incentive plan and weighted average return on average assets, as adjusted, for the PSUs granted under our long-term incentive plan. The most comparable GAAP measures are net income available to common shareholders and total deposits, respectively. We believe these measures more accurately reflect Synovus’ core performance so that participants are neither rewarded nor penalized for items that are non-recurring, unusual or not indicative of ongoing operations. Core earnings are a measure used by management to evaluate financial results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Core deposits are a measure used by management to evaluate organic growth of deposits and the quality of deposits as a funding source. These non-GAAP financial measures should not be viewed as a substitute for net income available to common shareholders and total deposits determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. The computations of core earnings and core deposits and the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the following tables.
Non-GAAP financial measures used to determine the PSUs granted under our long-term incentive plan:
The following table reconciles return on average assets, as adjusted, to return on average assets.

Years Ended December 31,

(Dollars in thousands)    2016    2015    2014
Net income    $ 246,784       $ 226,082       $ 195,249
Adjustments:
Add: Litigation settlement/contingency expense    2,511       5,110       12,812
Add: Loss (gain) on sale/disposition of assets    (68 )    1,937       424
Add: Restructuring charges    8,267       36       20,585
Add: Merger-related expense    1,636       —       —
Total adjustments    12,346       7,083       33,821
Tax effect of adjustments    (4,568 )    (2,621 )    (12,176 )






Adjusted net income    $ 254,562       $ 230,544       $ 216,894
Average assets    29,480,950       28,098,958       26,536,325
Return on average assets    0.84%       0.80%       0.74%
Return on average assets, as adjusted    0.863%       0.820%       0.817%
Weighting per year    50%       25%       25%
3-Year weighted average return on average assets, as adjusted*    0.839%
* For purposes of the weighted average return on average assets as adjusted calculation, the maximum return on average assets as adjusted amount that could be used per the 2013 Omnibus Plan for 2014 was 0.810%, so the calculated return on average assets, as adjusted amount of 0.817% was not used.
Non-GAAP financial measures used to determine the payments under the cash-based short term incentive plan:
The following table reconciles net income available to common shareholders to core earnings.
(Dollars in thousands)    Year Ended
December 31,
2016
Net income available to common shareholders    $ 236,546
Add: Litigation settlement/contingency expenses    2,511
Add: Merger-related expense    1,636
Add: Loss on early extinguishment of debt, net    4,735
Add: Fair value adjustment to Visa derivative    5,795
Add: Restructuring charges    8,267
Deduct: Investment securities gains, net    (6,011 )
Total adjustments    16,933
Tax effect of Adjustments                (6,197)


Core earnings    $ 247,282
C-2 - 2017 Proxy Statement
APPENDIX C: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES
The following table reconciles average total deposits to average core deposits.
(Dollars in thousands)
12/31/16

12/31/15
   % increase
Total average deposits    $ 23,880,021       22,551,679       5.89%
Deduct: Average brokered deposits    (1,306,217 )    (1,421,949 )
Deduct: Average state, county, and municipal deposits    (2,285,430 )    (2,232,438 )





Total average core deposits    $ 20,288,374       18,897,292       7.36%
- 2017 Proxy Statement    C-3
VOTE BY INTERNET -www.proxyvote.com
SYNOVUS FINANCIAL CORP.
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
POST OFFICE BOX 120
COLUMBUS, GA 31902-0120
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. If you vote by phone, all of the shares will be voted as one vote per share. See Voting Instructions at ~~www.synovus.com/2015annualmeeting.~~investor.synovus.com/2017annualmeeting.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
~~M82410-P59060-Z64709~~E17135-P85576 KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

SYNOVUS FINANCIAL CORP.

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ITEMS 1A THROUGH 1M1L AND “FOR” ITEMS 2, 3 AND 3.4.

The Board of Directors recommends you vote FOR the following proposals:

1. To elect the following 1312 nominees as directors: For   Against Abstain

1A.   Catherine A. Allen ¨☐ ¨☐ ¨☐ For Against Abstain

1B.   Tim E. Bentsen ¨☐ ¨☐ ¨☐ ~~1L.~~1K.   Barry L. Storey ¨☐ ¨☐ ¨☐

1C.   ~~Stephen T. Butler~~F. Dixon Brooke, Jr. ¨☐ ¨☐ ¨☐ ~~1M.~~1L.  Philip W. Tomlinson ¨☐ ¨☐ ¨☐

1D.   ~~Elizabeth W. Camp~~Stephen T. Butler

1E.   ~~T. Michael Goodrich~~Elizabeth W. Camp

¨☐

¨☐

¨☐

¨☐

¨☐

¨☐
2. To approve, on an advisory basis, the compensation of Synovus’ named executive officers as determined by the Compensation Committee. ¨☐ ¨☐ ¨☐

1F.   ~~V. Nathaniel Hansford~~Jerry W. Nix

1G.   ~~Jerry W. Nix~~Harris Pastides

¨☐

¨☐

¨☐

¨☐

¨☐

¨☐
3. To ratify an amendment to the 2010 Synovus Tax Benefits Preservation Plan to extend the Plan. ☐ ☐ ☐
1H.   Joseph J. Prochaska, Jr.
☐
☐
☐
4. To ratify the appointment of KPMG LLP as Synovus’ independent auditor for the year ~~2015.~~2017. ¨☐ ¨☐ ¨
~~1H.   Harris Pastides~~
¨
¨
¨
☐

1I.    ~~Joseph J. Prochaska, Jr.~~Kessel D. Stelling
¨
☐
¨
☐
¨
☐

1J.    ~~Kessel D. Stelling~~Melvin T. Stith
¨
☐
¨
☐
¨
☐

~~1K.   Melvin T. Stith~~
¨ ¨ ¨

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

V.1.1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, ~~2014~~2016 Annual Report and Voting Instructions are available at
~~www.synovus.com/2015annualmeeting.~~investor.synovus.com/2017annualmeeting.

~~M82411-P59060-Z64709~~
E17136-P85576
SYNOVUS FINANCIAL CORP.
BLANCHARD HALL, COLUMBUS ~~GEORGIA CONVENTION~~BANK AND ~~TRADE CENTER, 801 FRONT AVENUE,~~TRUST COMPANY, 1144 BROADWAY, COLUMBUS,
GEORGIA 31901
~~2015~~2017 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL ~~23, 2015~~20, 2017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
By signing on the reverse side, I hereby appoint ~~Thomas J. Prescott~~Kevin S. Blair and Liliana C. McDaniel as Proxies, each of them singly and each with power of substitution, and hereby authorize them to represent and to vote as designated on the reverse side all the shares of common stock of Synovus Financial Corp. held on record by me or with respect to which I am entitled to vote on February ~~12, 2015~~16, 2017 at the ~~2015~~2017 Annual Meeting of Shareholders to be held on April ~~23, 2015~~20, 2017 or any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THIS PROXY IS SIGNED AND RETURNED AND DOES NOT SPECIFY A VOTE ON ANY PROPOSAL, THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
The Board of Directors is not aware of any matters likely to be presented for action at the ~~2015~~2017 Annual Meeting of Shareholders other than the matters listed herein. However, if any other matters are properly brought before the Annual Meeting, the persons named in this Proxy or their substitutes will vote upon such other matters in accordance with their best judgment. This Proxy is revocable at any time prior to its use.
By signing on the reverse side, I acknowledge receipt of NOTICE of the ANNUAL MEETING and the PROXY STATEMENT and hereby revoke all Proxies previously given by me for the ANNUAL MEETING.
IN ADDITION TO VOTING AND SIGNING THE PROXY, YOU MUST ALSO COMPLETE AND SIGN THE CERTIFICATION BELOW TO BE ENTITLED TO TEN VOTES PER SHARE.
To the best of my knowledge and belief, the information provided herein is true and correct. I understand that the Board of Directors of Synovus Financial Corp. may require me to provide additional information or evidence to document my beneficial ownership of these shares and I agree to provide such evidence if so requested.

PLEASE COMPLETE AND SIGN THE CERTIFICATION BELOW
(Continued and to be marked, dated, and signed on the other side)
DESCRIPTION OF VOTING RIGHTS
In accordance with the Company’s Articles of Incorporation and Bylaws, shares of the Company’s Common Stock that meet certain criteria are entitled to 10 votes per share. A complete description of the criteria under which shares are entitled to 10 votes per share is included in the Proxy Statement for the Annual Meeting and at~~www.synovus.com/2015annualmeeting~~investor.synovus.com/2017annualmeeting.
Shares of Common Stock are presumed to be entitled to one vote per share unless this presumption is rebutted by providing evidence to the contrary to the Company and its Board of Directors.Shareholders desiring to rebut this presumption should complete and execute the certification below. The Company and its Board of Directors reserve the right to require evidence to support the certification.
Certification
Under the penalties of perjury, I do solemnly swear that I am entitled to the number of votes set forth below:

                 Shares @ 1 vote    1 Vote/Share =                Votes      I agree to provide evidence to support this Certification at the request of the Company.

                 Shares @ 10 votes


10 Vote/Share

Total

=

=

               Votes

               Votes
   Sign here X                                                                Date                    , ~~2015~~2017
V.1.1


Check the appropriate box:

¨ ☑		Preliminary Proxy Statement

¨ ☐		Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

þ ☐		Definitive Proxy Statement

¨ ☐		Definitive Additional Materials

¨ ☐		Soliciting Material under ~~§240.14a-12~~

~~SYNOVUS FINANCIAL CORP.~~
~~(Name of Registrant as Specified In Its Charter)~~§240.14a-12



þ☑	No fee required.

¨☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	(4)	Proposed maximum aggregate value of transaction:


	(5)	Total fee paid:


¨☐	Fee paid previously with preliminary materials.

¨☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:


	(2)	Form, Schedule or Registration Statement No.:


	(3)	Filing Party:


	(4)	Date Filed:



PROXY STATEMENT SUMMARY			2

VOTING INFORMATION			54

CORPORATE GOVERNANCE AND BOARD MATTERS			97

DIRECTOR COMPENSATION			1514

PROPOSALS TO BE VOTED ON			1716

PROPOSAL 1 Election of 1312 Directors			1716
PROPOSAL 2 Advisory Vote on Compensation of our Named Executive Officers as Determined by the Compensation Committee			21
PROPOSAL 3 Ratification of the Amendment to the 2010 Synovus Tax Benefits Preservation Plan			22
PROPOSAL 4 Ratification of the Appointment of the Independent Auditor			2224

EXECUTIVE OFFICERS			2325

STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS			2426

PRINCIPAL SHAREHOLDERS			2527

AUDIT COMMITTEE REPORT			2628

EXECUTIVE COMPENSATION			2830


Matter		Board Vote Recommendation			Page Reference (for more information)
Election of 1312 directors			FOR each director nominee				Page 17
Advisory vote on the compensation of our named executive officers as determined by the Compensation Committee		FOR		Page
Ratification of the amendment to the 2010 Tax Benefits Preservation Plan to extend the Plan		FOR				Page 21
Ratification of KPMG LLP as our independent auditor for the year ~~2015~~	2017		FOR		Page


18		~~SYNOVUS FINANCIAL CORP~~~~- 2015 Proxy Statement~~Harris Pastides is the President of the University of South Carolina, a position he has held since August 2008. 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’s500-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. In addition to serving on the advisory board of one of our banking divisions, NBSC, he 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 also serves as Chairman of the NCAA Division 1 Board of Directors. 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. His experience in management and complex organizations and his background in research, innovation and education provides 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 National Association of Corporate Directors. Mr. Prochaska’s extensive accounting experience in the financial services industry, his integral involvement in theday-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.
		Kessel D. Stelling is the Chairman of the Board, Chief Executive Officer and President of Synovus. He has been Chairman since January 1, 2012 and Chief Executive Officer and President since October 2010, after serving as Acting Chief Executive Officer from June to October 2010 while Richard E. Anthony was on a medical leave of absence. 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, or BNG, a banking division of Synovus, 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 Bancshares, Inc. merged with and into Synovus and Riverside Bank merged with and into BNG. 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 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 the treasurer and as a member of the executive committee of the Financial Services Roundtable and as a director of several civic and non-profit organizations, including the Georgia Chamber of Commerce. Mr. Stelling’s extensive banking and leadership experience, along with hisin-depth knowledge of our corporate strategy andday-to-day operations, provides our Board with an important resource in understanding our markets and industry and in effectively managing our risk.


SUMMARY COMPENSATION TABLE			4041

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			4546

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			47

SHAREHOLDER PROPOSALS AND NOMINATIONS			4847

GENERAL INFORMATION			4948

Financial Information			4948
Solicitation of Proxies			4948
Householding			4948

APPENDIX A: SYNOVUS FINANCIAL CORP. DIRECTOR INDEPENDENCE STANDARDS			A-1

APPENDIX B: AMENDMENT NO. 3 TO 2010 SYNOVUS TAX PRESERVATION RIGHTS PLAN			B-1

APPENDIX C: RECONCILIATION OFNON-GAAP FINANCIAL MEASURES			C-1


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)			All Other Compensation ($)			Total ($)
Name**											Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽¹⁾		All Other Compensation ($)			Total ($)
Catherine A. Allen	$	65,000	$	40,000	⁽²⁾	$	1,875	⁽³⁾	$	106,875	$	70,000	⁽²⁾	$	55,000	$	1,500	⁽³⁾	$	126,500
Tim E. Bentsen		55,000		40,000	⁽²⁾		12,250	⁽³⁾⁽⁴⁾		107,250		90,000	⁽²⁾		55,000		3,000	⁽³⁾		148,000
Steve T. Butler		55,000		40,000	⁽²⁾		8,600	⁽³⁾⁽⁵⁾		103,600
Stephen T. Butler												60,000	⁽²⁾		55,000		8,200	⁽³⁾⁽⁴⁾		123,200
Elizabeth W. Camp		95,000		40,000	⁽²⁾		1,500	⁽³⁾		136,500		95,000	⁽²⁾		55,000		1,500	⁽³⁾		151,500
T. Michael Goodrich		75,000		40,000	⁽²⁾		7,750	⁽³⁾⁽⁵⁾		122,750		100,000	⁽²⁾		55,000		8,500	⁽³⁾⁽⁴⁾		163,500
V. Nathaniel Hansford		65,000		40,000	⁽²⁾		1,350	⁽⁵⁾		106,350
Mason H. Lampton		45,000		40,000	⁽²⁾		3,000	⁽³⁾		88,000
Jerry W. Nix		70,000		40,000	⁽²⁾		—			110,000		75,000	⁽²⁾		55,000		—			130,000
Harris Pastides		55,000		40,000	⁽²⁾		12,500	⁽³⁾⁽⁵⁾		107,500		60,000	⁽²⁾		55,000		10,350	⁽³⁾⁽⁴⁾		125,350
Joseph J. Prochaska, Jr.		80,000		40,000	⁽²⁾		—			120,000		85,000	⁽²⁾		55,000		—			140,000
Melvin T. Stith		55,000		40,000	⁽²⁾		—			95,000		60,000	⁽²⁾		55,000		—			115,000
Barry L. Storey		55,000		40,000	⁽²⁾		4,421	⁽⁵⁾		99,421		60,000	⁽²⁾		55,000		4,850	⁽⁴⁾		119,850
Philip W. Tomlinson		55,000		40,000	⁽²⁾		6,800	⁽³⁾⁽⁵⁾		101,800		60,000	⁽²⁾		55,000		6,600	⁽³⁾⁽⁴⁾		121,600


Name	Age		Position with Synovus
Kessel D. Stelling⁽¹⁾		5860	Chairman of the Board, Chief Executive Officer and President
D. Wayne Akins, Jr.⁽²⁾		5153	Executive Vice President and Chief Retail Banking Officer
~~Roy Dallis Copeland, Jr.~~Kevin S. Blair⁽³⁾		46	Executive Vice President and Chief Financial Officer
Roy Dallis Copeland, Jr.⁽⁴⁾		48	Executive Vice President and Chief Community Banking Officer
Allen J. Gula, Jr.⁽⁴⁾⁽⁵⁾		6062	Executive Vice President and Chief Operations Officer
Mark G. Holladay⁽⁵⁾⁽⁶⁾		5961	Executive Vice President and Chief Risk Officer
Kevin J. Howard⁽⁶⁾		50	~~Executive Vice President and Chief Credit Officer~~
~~Allan E. Kamensky~~⁽⁷⁾		53	~~Executive Vice President, General Counsel and Secretary~~
~~Liliana C. McDaniel~~⁽⁸⁾		50	~~Chief Accounting Officer~~
~~Curtis J. Perry~~⁽⁹⁾		52	Executive Vice President and Chief ~~Corporate Banking~~Credit Officer
~~Thomas J. Prescott~~Allan E. Kamensky^(10)(8)		6055	Executive Vice President, General Counsel and Secretary
Liliana C. McDaniel⁽⁹⁾		52	Chief Accounting Officer
Curtis J. Perry⁽¹⁰⁾		54	Executive Vice President and Chief ~~Financial~~Corporate Banking Officer
J. Barton Singleton⁽¹¹⁾		5153	Executive Vice President and President, Financial Management Services


Name	Shares of Synovus Common Stock Beneficially Owned with Sole Voting And Investment Power as of 12/31/14		Shares of Synovus Common Stock Beneficially Owned with Shared Voting And Investment Power as of 12/31/14			Shares of Synovus Common Stock Beneficially Owned with Sole Voting and No Investment Power as of 12/31/14		Total Shares of Synovus Common Stock Beneficially Owned as of 12/31/14⁽¹⁾			Percentage of Outstanding Shares of Synovus Common Stock Beneficially Owned as of 12/31/14
Catherine A. Allen		8,829		—			—		11,579	⁽²⁾		*
Tim E. Bentsen		725		—			—		2,477			*
Stephen T. Butler		7,817		914,745	⁽³⁾		—		925,312			*
Elizabeth W. Camp		18,756		68			—		21,574			*
Roy Dallis Copeland, Jr.		17,056		—			—		61,415			*
T. Michael Goodrich		95,579		—			—		98,329	⁽⁴⁾		*
Allen J. Gula, Jr.		12,408		—			—		60,373			*
V. Nathaniel Hansford		13,701		22,670			—		39,121			*
Allan E. Kamensky		14,772		6,890					37,958			*
Mason H. Lampton		31,951		199			—		34,900			*
Jerry W. Nix		4,231		—			—		6,981			*
Harris Pastides		2,591		—			—		4,343			*
Thomas J. Prescott		33,485		—			—		147,200			*
Joseph J. Prochaska, Jr.		11,907		—			—		14,657	⁽⁵⁾		*
Kessel D. Stelling		105,629		—			—		242,979	⁽⁶⁾		*
Melvin T. Stith		8,751		20			—		11,521			*
Barry L. Storey		13,469		14,494			—		30,713	⁽⁷⁾		*
Philip W. Tomlinson		17,542		—			—		20,292			*
Directors and Executive Officers as a Group (24 persons)		512,808		962,200			—		2,132,738	⁽⁸⁾		1.6%


Name	Shares of Common Stock Beneficially Owned⁽¹⁾			Percentage of Outstanding Shares of Common Stock Beneficially Owned		Restricted Stock Units⁽²⁾		Total⁽²⁾
Catherine A. Allen		10,707	⁽³⁾		*		5,585		16,292
Tim E. Bentsen		4,967			*		5,585		10,552
Kevin S. Blair		—			*		10,422		10,422
F. Dixon Brooke, Jr.		57,830	⁽⁴⁾		*		—		57,830
Stephen T. Butler		907,540	⁽⁵⁾		*		5,585		913,125
Elizabeth W. Camp		20,847			*		5,585		26,432
T. Michael Goodrich		100,638	⁽⁶⁾		*		5,585		106,223
Allen J. Gula, Jr.		50,343			*		25,600		75,943
Mark G. Holladay		50,937			*		15,930		66,867
Allan E. Kamensky		45,317	⁽⁷⁾		*		15,930		61,247
Jerry W. Nix		5,252			*		5,585		10,837
Harris Pastides		4,189			*		5,585		9,774
Thomas J. Prescott		70,293	⁽⁸⁾		*		10,974		81,267
Joseph J. Prochaska, Jr.		11,128	⁽⁹⁾		*		5,585		16,713
Kessel D. Stelling		211,853	⁽¹⁰⁾		*		101,181		313,034
Melvin T. Stith		9,796	⁽¹¹⁾		*		5,585		15,381
Barry L. Storey		28,865	⁽¹²⁾		*		5,585		34,450
Philip W. Tomlinson		20,344	⁽¹³⁾		*		5,585		25,929
Directors and Executive Officers as a Group (24 persons)		1,858,813			1.5%		324,885		2,183,698


Name	~~Stock Options~~Number of RSUs vesting within 60 days
~~Roy Dallis Copeland,~~Allen J. Gula, Jr.		~~2,416~~13,104
Mark G. Holladay		10,964
Allan E. Kamensky		12,414
Thomas J. Prescott		~~58,277~~14,697
Kessel D. Stelling		~~337~~55,596


Name and Address of Beneficial Owner	Shares of Synovus Stock Beneficially Owned as of 12/31/1416			Percentage of Outstanding Shares of Synovus Stock Beneficially Owned as of 12/31/14
~~BlackRock, Inc.~~ ~~40 East 52~~^nd ~~Street~~ ~~New York, NY 10022~~		~~8,799,396~~	16⁽¹⁾		~~6.4%~~
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvem, Pennsylvania 19355		~~7,697,401~~10,223,676	⁽²⁾		~~5.6%~~8.4%
BlackRock, Inc. 40 East 52^nd Street New York, NY 10022		9,848,198	⁽³⁾		8.1%


	2014		2013		2016		��	2015
Audit Fees⁽¹⁾	$	2,500,000	$	3,838,855	$	2,557,040		$	2,949,555
Audit Related Fees⁽²⁾		275,005		234,515		267,079			260,403
Tax Fees⁽³⁾		249,130		299,326		188,856			269,074
All Other Fees⁽⁴⁾		—		235,463		77,000			—
TOTAL	$	3,024,135	$	4,608,159	$	3,089,975		$	3,479,032


Name		Title
Kessel D. Stelling		Chairman, Chief Executive Officer and President
~~Thomas J. Prescott~~Kevin S. Blair		Executive Vice President and Chief Financial Officer
Thomas J. Prescott		Former Executive Vice President and Chief Financial Officer
Allen J. Gula, Jr.		Executive Vice President and Chief Operations Officer
Allan E. Kamensky		Executive Vice President, General Counsel and Secretary
~~Allen J. Gula, Jr.~~Mark G. Holladay		Executive Vice President and Chief ~~Operations~~Risk Officer
~~Roy Dallis Copeland, Jr.~~		~~Executive Vice President and Chief Community Banking Officer~~


WHAT WE DO
✓		Pay for ~~Performance —~~ Performance—See page 31

✓		Mitigate Risk in Incentive ~~Programs —~~ Programs—See page 37

✓		Require Share Ownership and Retention of Shares until ~~Retirement —~~ Retirement—See page 36

✓		Review Tally ~~Sheets —~~ Sheets—See page 37

✓		Provide Reasonable “Double Trigger” Change in Control ~~Provisions —~~ Provisions—See page 35

✓		Retain an Independent Compensation ~~Consultant —~~ Consultant—See page 11

✓		Maintain Clawback ~~Policy –~~ Policy—See page 36


Net Income Available to Common Shareholders, as reported	$	185,011
Adjustments (net of taxes)
Gain on Sale of Memphis Branches		(3,705	)
Litigation Settlement Expenses		8,592
Restructuring Charges		13,174
Visa Indemnification Charges		1,946

Core Earnings, as adjusted	$	205,019


	2015 Bonus Target (% of Base Salary)		Performance Stock Units		Market Restricted Stock Units
Kessel D. Stelling
Chairman, Chief Executive Officer and President		100%		31,184		31,184
Thomas J. Prescott
Executive Vice President and Chief Financial Officer		70%		8,019		8,019
Allan E. Kamensky
Executive Vice President, General Counsel and Secretary		60%		4,990		4,990
Allen J. Gula, Jr.
Executive Vice President and Chief Operations Officer		70%		8,019		8,019
Roy Dallis Copeland, Jr.
Executive Vice President and Chief Community Banking Officer		60%		4,990		4,990


	2014 Cash Salary		2014 Salary Stock Units		Total 2014 Salary
Kessel D. Stelling	$	933,846	$	184,400	$	1,118,246
Thomas J. Prescott		423,644		83,650		507,294
Allan E. Kamensky		351,231		80,000		431,231
Allen J. Gula, Jr.		421,538		83,250		504,788
Roy Dallis Copeland, Jr.		344,336		68,000		412,336