PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and in our Annual Report on Form10-K for the year ended December 31, 20162019 (the “2016“2019 Annual Report”) which accompanies this Proxy Statement. You should read the entire Proxy Statement and our 2016 2019 Annual Report carefully before voting. We are first furnishing the proxy materials to our shareholders on or about March 10, 2017.[•], 2020. In this Proxy Statement, the words “Synovus,” “the Company,” “we,” “us,” and “our” refer to Synovus Financial Corp. together with Synovus Bank and Synovus’ other wholly-owned subsidiaries, except where the context requires otherwise.

Annual Meeting of Shareholders

Columbus Bank and Trust Company

1144 Broadway

Columbus, Georgia 31901

How to Cast Your Vote

You can vote by any of the following methods:

Meeting Agenda

Voting Matters

2016 Financial Performance

Synovus’ 2016 financial results reflected another year of strong performance. Our key achievements in 2016 include the following:

2019 Financial Performance

In 2019, we continued to focus on sustainable growth and greater efficiencies while fully integrating our acquisition of FCB Financial Holdings, Inc., or FCB. Key profitability metrics, including earnings per share growth, return on average common equity, efficiency ratio, and total revenue, improved from the previous year despite a challenging interest rate environment.

We continued to optimize capital in 2019, which was accomplished, in part, through issuances of subordinated debt and preferred stock. These efforts helped support $893 million in capital returned to shareholders while maintaining a similar total risk-based capital ratio compared to the prior year.

In 2019, we experienced a one-year shareholder return of 22.5% compared to the KBW Regional Bank Index of 20.4%. Our stock continues to trade at a price/earnings discount relative to peers.

For additional information relating to our business and our subsidiaries, including a detailed description of our operating results and financial condition for 2016, 20152019 and 2014,2018, please refer to the summary on page [•] of this Proxy Statement and our 20162019 Annual Report that accompanies this Proxy Statement.

*For a reconciliation of the foregoingnon-GAAP2019 Compensation

Despite our improvement in these key profitability metrics and other strategic priorities, our earnings performance did not meet expectations. Compensation outcomes reflected this financial measures,and operational performance, including average core transaction deposit accounts, adjustednon-interest expense and adjusted efficiency ratio, please refer toAppendix C of this Proxy Statement.

2016 Compensation

The compensation of executives in 2016 reflects Synovus’ performance andpayouts under our executive compensation program reflects our payannual incentive plan that were below target for performance philosophy. An overview of our compensation program is provided below.2019.

Base Salaries

Short-Term Incentives

Long-Term Incentives

Both award vehicles are subject to possible downward discretionary adjustment based upon risk considerations—see page [•] of this Proxy Statement.

We believe that the compensation delivered to each named executive officer in 20162019 was fair, reasonable and reasonable.aligned with our performance and strategic objectives.

VOTING INFORMATION

Purpose

You received this Proxy Statement and the accompanying proxy card because the Board of Directors of Synovus is soliciting proxies to be used at Synovus’ 20172020 Annual Meeting of Shareholders, or Annual Meeting, which will be held on April 20, 2017,22, 2020, at 10:00 a.m., at Blanchard Hall, ColumbusSynovus Bank, and 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 20162019 Annual Report available to its shareholders via the Internet instead of mailing printed copies of these materials to each shareholder. On March 10, 2017,[•], 2020, 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 20162019 Annual Report. These proxy materials are being made available to our shareholders on or about March 10, 2017.[•], 2020. The Notice also provides instructions regarding how to access your proxy card to vote through the Internet or by telephone. The Proxy Statement and 20162019 Annual Report are also available on our website at investor.synovus.com/2017annualmeeting.2020annualmeeting.

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 16, 2017.20, 2020. 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.

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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 16, 2017, 122,271,22720, 2020, [•] 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:

The designated proxies will vote in their discretion on any other matter that may properly come before the Annual Meeting. At this time, we are unaware of any matters, other than as set forth above, that may properly come before the Annual Meeting.

Required Votes

The number of affirmative votes required to approve each of the proposals to be considered at the Annual Meeting is described below:

Proposal 1 Election of 1211 Directors

To be elected, each of the 1211 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 2 and 3 Approval of Amendments to the Articles and Bylaws to Eliminate 10-1 Voting Provisions and Supermajority Voting Requirements

ForThe affirmative vote by the holders of shares representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the other proposals describedissued and outstanding shares of our common stock is required to approve each of Proposals 2 and 3. As a result, failure to vote your shares at the Annual Meeting, either in this Proxy Statement,person or by proxy, will have the same effect as a vote against Proposals 2 and 3.

Proposals 4 and 6 Advisory Vote on Executive Compensation and Ratification of KPMG LLP

The affirmative vote of a majority of the votes cast is required to approve each such proposal.of Proposals 4 and 6.

Proposal 5 Frequency of Advisory Vote on Executive Compensation

The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. The Compensation Committee (which administers Synovus’ executive compensation program) values the opinions expressed by shareholders in these votes and will continue to consider the outcome of these votes in making its decisions on executive compensation. However, because this vote is advisory and not binding on the Board of Directors or Synovus in any way, the Board may decide that it is in the best interests of our shareholders and Synovus to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.

Abstentions and BrokerNon-Votes

Under certain circumstances, including the election of directors, 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, 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 46 but not with respect to any of the other proposals to be voted on at the Annual Meeting.

AbstentionsFor all proposals other than Proposal 2 and Proposal 3, abstentions and brokernon-votes will have no effect on any of the proposalsproposal to be considered at the Annual Meeting. For Proposal 2 and Proposal 3, abstentions and broker non-votes will have the same effect as votes against such proposals.

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 19, 2017.21, 2020. 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.

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 19, 2017.21, 2020. 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.

Description of Voting Rights

We currently 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.not (the “10-1 Voting Provisions”). 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 16, 201720, 2020 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 16, 2013;20, 2016; 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). 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,10-1 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 24,198624, 1986 and to have had the same beneficial owner for a continuous period of less than 48 months prior to February 16, 2017.20, 2020. 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 or such share has had the same beneficial owner for a period greater than 48 months prior to February 16, 2017.20, 2020.

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.

For more detailed information on your voting rights, please refer to Synovus’10-1 Voting Instructions and the accompanying voting instruction worksheet that are available on our website at investor.synovus.com/2017annualmeeting.2020annualmeeting.

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,

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VOTING INFORMATION

the rule contains a “grandfather” provision, under which Synovus’ ten vote provision falls,10-1 Voting Provisions fall, 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.

Proposal 2 seeks shareholder approval to eliminate the 10-1 Voting Provisions for the reasons set forth in Proposal 2. However, even if Proposal 2 is approved at the Annual Meeting, the 10-1 Voting Provisions will apply to all proposals to be acted upon by our shareholders at the Annual Meeting.

Synovus Stock Plans

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

Revocation of Proxy

If you are a shareholder of record and vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us prior to the Annual Meeting, (2) voting again by telephone or on the Internet prior to 11:59 P.M., Eastern Time, on April 19, 2017,21, 2020, 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,Wednesday, April 20, 2017,22, 2020, at 10:00 a.m. at Blanchard Hall, ColumbusSynovus Bank, and Trust Company, 1144 Broadway, Columbus, Georgia. Directions to Blanchard Hall may be obtained on our website at investor.synovus.com/2017annualmeeting. 2020annualmeeting.

To attend the Annual Meeting, you will need to bring:

If your shares are registered in your name and you received a Notice of Internet Availability of Proxy Materials, the Notice is your admission ticket. If your shares are registered in your name and you received proxy materials by mail, your admission ticket is attached to your proxy card. If you hold shares through an account with a bank or broker, you will need to contact your bank or broker and request a legal proxy. A legal proxy is an authorization from your bank or broker for you to vote the shares it holds in its name on your behalf. It also serves as your admission ticket.

Be sure to bring your admission ticket if you will be attending the meeting. If you do not have valid picture identification and an appropriate form of admission ticket, you will not be admitted to the Annual Meeting.

If you are unable to attend the meeting, you can listen to it live and view the slide presentation over the Internet at investor.synovus.com/2017annualmeeting.

Additionally, we2020annualmeeting. We will maintain copies of the slides and audio of the presentation for the Annual Meeting on our website for reference after the meeting. Information included on Synovus’ website, other than the Proxy Statement and form of proxy, is not a part of the proxy soliciting material.

Voting Results

You can find the voting results of the Annual Meeting in Synovus’ Current Report on Form8-K, which Synovus will file with the SEC no later than April 26, 2017.28, 2020.

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.

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 following sound corporate governance.

Corporate Governance Highlights

Synovus’ Board and management believe that good corporate governance practices promote the long-term interests of all shareholders and strengthen Board and management accountability. Highlights of such practices include:

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CORPORATE GOVERNANCE AND BOARD MATTERS

The Board, under the leadership of the Corporate Governance and Nominating Committee, will continue to actively monitor and consider additional changes to our corporate governance practices in the future.

Independence

The NYSE listing standards provide that a director does not qualify as independent unless the Board of Directors affirmatively determines that the director has no material relationship with Synovus. The Board has established categorical standards of independence to assist it in determining director independence which conform to the independence requirements in the NYSE listing standards. The categorical standards of independence are incorporated within our Corporate Governance Guidelines, are attached to this Proxy Statement asAppendix A and are also available in the Corporate Governance Section of our website at investor.synovus.com.

The Board has affirmatively determined that elevena majority 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, 2017,2020, the following ten directors are independent: Catherine A. Allen, Tim E. Bentsen, F. Dixon Brooke, Jr., Stephen T. Butler, Elizabeth W. Camp, T. Michael Goodrich, Jerry W. Nix,Diana M. Murphy, Harris Pastides, Joseph J. Prochaska,

Jr., Melvin T. Stith,John L. Stallworth, Barry L. Storey and Philip W. Tomlinson. In addition, Synovus’ Board has determined that, as of his appointment to the Board on January 18, 2017, F. Dixon Brooke, Jr. is independent.Teresa White. 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

The Board of Directors held nine meetings in 2016.2019. All directors attended at least 75% of Board and committee meetings held during their tenure during 2016.2019. The average attendance by incumbent directors at the aggregate number of Board and committee meetings they were scheduled to attend was approximately 97%94%. 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.meeting. All of Synovus’ then-current directors (except for one) attended Synovus’ 20162019 annual meeting of shareholders.

Board meetings regularly include education presentations and training to enable theour 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, digital, technology and effective corporate governance. In addition, the Board is provided business-specific training on products and services and special risks and opportunities to Synovus. Moreover, theour directors periodically attend industry conferences, meetings with regulatory agencies and educational sessions pertaining to their service on the Board and its committees.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Committees of the Board

Synovus’ Board of Directors has five principal standing committees—an Audit Committee, a Corporate Governance and Nominating Committee, a Compensation Committee, a Risk Committee and an Executive Committee. Each committee has a written charter adopted by the Board of Directors that complies with the applicable listing standards of the NYSE pertaining to corporate governance. Copies of the committee charters are available in the Corporate Governance section of our website at investor.synovus.com. The Board has determined that each member of the Audit, Corporate Governance and Nominating, Compensation and Risk Committees is an independent director as defined by the listing standards of the NYSE and our Corporate Governance Guidelines. The following table shows the membership of the various committees as of the date of this Proxy Statement.

	Audit Committee	Corporate Governance and Nominating Committee	Compensation Committee	Risk Committee						Executive Committee
		Audit Committee		Corporate Governance and Nominating Committee		Compensation Committee		Risk Committee		Executive Committee
Catherine A. Allen
Tim E. Bentsen
F. Dixon Brooke, Jr.
Stephen T. Butler
Elizabeth W. Camp
T. Michael Goodrich Diana M. Murphy
Jerry W. Nix Harris Pastides
Harris Pastides
Joseph J. Prochaska, Jr.
John L. Stallworth
Kessel D. Stelling
Melvin T. Stith
Barry L. Storey
Philip W. Tomlinson Teresa White
Chairperson              ��      Member

Chairperson

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 any changes to the current composition of the Board.

Audit Committee

Synovus’ Audit Committee held twelve meetings in 2016.2019. The Audit Committee’s report is on page 27[•] of this Proxy Statement. The Board has determined that all four members of the Committee are independent and financially literate under the rules of the NYSE and that each of the 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:

Corporate Governance and Nominating Committee

Synovus’ Corporate Governance and Nominating Committee held fourfive meetings in 2016.2019. The primary functions of Synovus’ Corporate Governance and Nominating Committee include:

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CORPORATE GOVERNANCE AND BOARD MATTERS

Compensation Committee

Synovus’ Compensation Committee held eightsix meetings in 2016.2019. Its report is on page 39[•] of this Proxy Statement. The primary functions of the Compensation Committee include:

Information regarding the Compensation Committee’s processes and procedures for considering and determining executive officer compensation is provided in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement. Except to the extent prohibited by law or regulation, the Compensation Committee may delegate matters within its power and responsibility to individuals or subcommittees when it deems appropriate.

In addition, the Compensation Committee has the authority under its charter to retain outside advisors to assist the Committee in the performance of its duties. During 2016,2019, the Committee retained the services of Meridian Compensation Partners, LLC, or Meridian, to:

The Compensation Committee evaluated whether the work provided by Meridian raised any conflict of interest. The Compensation Committee considered various factors, including the six factors mandated by SEC rules, and determined that no conflict of interest was raised by the work of Meridian described in this Proxy Statement.

Meridian was engaged directly by the Compensation Committee, although the Compensation Committee also directed that Meridian work with Synovus’ management to facilitate the Compensation Committee’s review of compensation practices and management’s recommendations. Synovus’ Chief AdministrativeHuman Resources Officer and her staff developdeveloped executive compensation recommendations for the Compensation Committee’s consideration in conjunction with Synovus’ CEO and with the advice of Meridian. In 2016, the Committee also directly engaged Mercer (US), Inc. toMeridian did not provide advice and recommendations related to a special project involving the compensation program of the CEO. Mercer’s engagement was limited in nature and scope and terminated before the end of 2016. Neither Meridian nor Mercer provided any other services to Synovus during 2016.2019.

In 2019, Synovus’ Chief AdministrativeHuman Resources Officer worksworked with the Chairman of the Compensation Committee to establish the agenda for Committeecommittee meetings. Management also preparesprepared background information for each committee meeting. Synovus’ Chief AdministrativeHuman Resources Officer attends alland CEO generally attend committee meetings by invitation of the Compensation Committee. However, the Compensation Committee while Synovus’ CEO attends some committee meetings by invitationregularly meets in executive session without members of management in attendance, and the Committee. The CEO and the Chief Administrative Officerother members of management do not have authority to vote on committee matters. Meridian attended all of the committee meetings held during 20162019 at the request of the Compensation Committee. In addition, the Committee regularly meets in executive session with no members of management in attendance.

Risk Committee

Synovus’ Risk Committee held eightseven meetings in 2016.2019. The primary functions of Synovus’ Risk Committee include:

Executive Committee

The Executive Committee is comprised of the chairpersons of the principal standing committees of the Synovus Board and Synovus Bank Board, the Chief Executive Officer, the Chairman of the Board (if different from the Chief Executive Officer) and the Lead Director. During the intervals between meetings of Synovus’ Board of Directors, the Executive Committee possesses and may exercise any and all of the powers of Synovus’ Board of Directors in the management and direction of the business and affairs of Synovus with respect to which specific direction has not been previously given by the Board of Directors unless Board action is required by Synovus’ governing documents, law or rule. The Executive Committee did not meetheld two meetings in 2016.

2019.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Compensation Committee Interlocks and Insider Participation

Messrs. Goodrich, Stith,Bentsen, Brooke, Butler, Prochaska and Storey and Tomlinson and Ms. Camp served on the Compensation Committee during 2016.2019. None of these individuals is or has been an officer or employee of Synovus. In 2016,2019, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on Synovus’ Board or Compensation Committee.

Strategic Direction

One of our Board’s most important functions is to provide oversight and direction as to Synovus’ strategy, including business and organizational initiatives, potential growth opportunities, risks and challenges. As such, the Board incorporates strategic planning into each meeting agenda and monitors strategic progress and emerging risks quarterly through the Risk Committee. In the first quarter of each year, management provides the Board with a detailed rolling three-year review of the strategic plan, including the short term and long-term initiatives and targets. As a part of this process, the Board and its committees carefully consider whether the strategic plan aligns with Synovus’ risk appetite and risk profile. Moreover, the Board has an extended off-site session annually focused on a deeper dive into emerging industry trends and issues and the correlation to Synovus’ strategic direction.

In January 2019, with the Board’s approval, Synovus launched a refreshed three-year strategic plan, building upon our proven strong reputation, commitment to our communities, and relationship-centered approach while reflecting the unique considerations for us as a regional bank, as a recent acquirer, and as a more traditional bank moving more aggressively toward innovation. The strategy focuses not only on incremental gains, but on deliberate adjustments to our businesses and business model to drive sustained franchise value. It retains our legacy focus on our people and our customers, while embracing the acceleration of technology, digital and data capabilities that are critical to position us as a top quartile performing bank of the future. To guide our teams, we outlined six strategic areas of focus and are aligning our initiatives and execution with these areas:

The initiatives to support the strategic areas of focus are refined and adapted on an on-going basis. The Board monitors the execution of the strategic plan throughout the year at its regularly scheduled meetings and continually assesses and guides management on the strategic direction and initiatives.

Risk Oversight

Under Synovus’ Corporate Governance Guidelines, the Board is charged with providing oversight of Synovus’ risk management processes. The Board does not view risk in isolation and considers risk in virtually every business decision and as part of the Company’s overall business strategy. While the Board oversees risk management, the Company’s management is charged with managing risk. The Board’s role in risk oversight is an integral part of Synovus’ overall enterprise risk management framework. For a more detailed description of Synovus’ enterprise risk management framework, see “Part I—Item 1. Business—Enterprise Risk Management” in Synovus’ 2016 Annual Report.

The Risk Committee fulfills the overarching oversight role for overseeing the enterprise risk management and compliance processes, including approving the risk appetite of the Company, risk tolerance levels and risk policies and limits, monitoring key and emerging risks and reviewing risk assessments. In carrying out its responsibilities, the Risk Committee works closely with Synovus’ Chief Risk Officer and other members of Synovus’ enterprise risk management and compliance teams. The Risk Committee meets periodically with the Chief Risk Officer and other members of management and receives a comprehensive report on enterprise risk management and compliance matters, including management’s assessment of risk exposures (including risks related to strategy, reputation, liquidity, interest rates, LIBOR transition, credit, operations, regulatory compliance, litigation, capital management, information technology, information risk and resiliency, model risk management, third party vendors, M&A activity and future growth, among others) and the processes in place to monitor and control such exposures. The Risk Committee is also responsible for overseeing the investment policy and strategy and contingency funding plan of the Company. The Chairman of the Risk Committee also receives updates between meetings from the Chief Risk Officer, the Chief Executive Officer,CEO, the Chief Information Security Officer and the Chief Compliance Officer and other members of management relating to risk oversight and compliance matters. The Risk Committee provides a report on risk management to the full Board on at least a quarterly basis.

In addition, oversight of risk is allocated to all other committees of the Board, who meet regularly and report back to the Board. The Audit Committee oversees risks related to financial reporting, internal controls over financial reporting, thevaluation of investment securities and private equity investments, portfolio,internal and independent audit functions, legal matters, tax matters, credit matters and reputational risks relating to these areas. The Compensation Committee oversees risks related to incentive compensation, executive and director compensation, executive succession planning, talent retention and reputational risks relating to these areas. As a part of the risk governance process, the Chief Risk Officer provides an annual risk profile of our compensation plans to the Compensation Committee. For a discussion of the Compensation Committee’s review of Synovus’ senior executive officer compensation plans and employee incentive compensation plans and the risks associated with these plans, see “Compensation Framework: Compensation Policies, Compensation Process and Risk Considerations—Risk Considerations” on page 39[•] of this Proxy Statement. The Corporate Governance and Nominating Committee oversees ESG-related risks and corporate governance-related risks, such as board composition and effectiveness, board succession planning, corporate governance policies, related party transactions, and reputational risks relating to these areas.

The Company believes that its enterprise risk framework, including the active engagement of management with the Board in the risk oversight function, supports the risk oversight function of the Board. For more information on the risks facing the Company, see the risk factors in “Part I —ItemI—Item 1A. Risk Factors” in the 20162019 Annual Report.

Cybersecurity

Information security is a significant operational risk for financial institutions which may lead not only to financial losses, but may also negatively affect the reputation of and confidence in the Company. Synovus continues to enhance our information security program and capabilities to identify and mitigate threats to the confidentiality, availability, and integrity of our information systems. Below are some highlights of the elements of our information security program:

Leadership Structure of the Board

Our current Board leadership structure consists of:

Our Corporate Governance Guidelines and governance framework provide the Board with flexibility to select the appropriate leadership structure for Synovus. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of Synovus’ shareholders. In accordance with Synovus’ bylaws, our Board of Directors elects our Chief Executive Officer and our Chairman and eachCEO, and both of these positions may be held by the same person or may be held by two persons. Under our Corporate Governance Guidelines, the Board does not have a policy, one way or the other, on whether the roles of the Chairman and Chief Executive OfficerCEO should be separate and, if it is to be separate, whether the Chairman should be selected from thenon-employee directors or be an employee. However, our Corporate Governance Guidelines require that, if the Chairman of the Board is not an independent director, the Corporate Governance and Nominating Committee shall nominate, and a majority of the independent directors shall elect, a Lead Director. Under its charter, the Corporate Governance and Nominating Committee periodically reviews and recommends to the Board the leadership structure of the Board and, if necessary, nominates the Lead Director candidate from the independent directors. Currently, one individual serves as both our Chief Executive OfficerChairman and ChairmanCEO and, as a result, Synovus also has a Lead Director. The Board currently believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying Synovus’ strategy behind a single vision.

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CORPORATE GOVERNANCE AND BOARD MATTERS

The Chairman of the Board is responsible for chairing Board meetings and meetings of shareholders, setting the agendas for Board meetings in consultation with the Lead Director and providing information to Board members in advance of meetings and between meetings.

Pursuant to Synovus’ Corporate Governance Guidelines, the duties of the Lead Director include the following:

After careful consideration, the Corporate Governance and Nominating Committee has determined that Synovus’ current Board structure is the most appropriate leadership structure for Synovus and its shareholders at this time. Moreover, as part of the Board’s annual self-evaluation, the performance of the Chairman of the Board and Lead Director are evaluated, and the Board continues to believe that the current Board structure is appropriate and effective.

Meetings ofNon-Management and Independent Directors

Thenon-management and independent directors of Synovus meet separately at least four times a year after each regularly scheduled meetings of the Board of Directors and at such other times as may be requested by the Chairman of the BoardLead Director or any director. Synovus’ independent directors meet at least once a year. During 2016, Mr. Goodrich,2019, Ms. Camp, as Lead Director, presided at the meetings ofnon-management and independent directors.

Board and Committee Self-Evaluations

The Board and each Board committee conduct robust and thoughtful annual self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board and its committees and to determine whether the Board and its committees are functioning effectively. The results of the self-evaluations are discussed by the Board and each committee, respectively, during executive session. ForIn 2019, as well as for four of the last threeprevious five years, the Board has used an independent third party to conduct these evaluations.

The Board’s annual self-evaluation is a key component of its director nomination process and succession planning. In fact, the Corporate Governance and Nominating Committee uses the input from these self-evaluations to recommend changes to Synovus’ corporate governance practices and areas of focus for the following year and to plan for an orderly succession of the Board and its committees. The Board values the contributions of directors who have developed extensive experience and insight into Synovus during the course of their service on the Board and as such, the Board does not believe arbitrary term limits on directors’ service are appropriate. At the same time, the Board recognizes the importance of Board refreshment to help ensure an appropriate balance of experience and perspectives on the Board.

Consideration of Director Candidates

Director Qualifications

Synovus’ Corporate Governance Guidelines contain Board membership criteria considered by the Corporate Governance and Nominating Committee in recommending nominees for a position on Synovus’ Board. The Committee believes that, at a minimum, a director candidate must possess personal and professional integrity, sound judgment and forthrightness. A director candidate must also have sufficient time and energy to devote to the affairs of Synovus, be free from conflicts of interest with Synovus, must not have reached the retirement age for Synovus directors and be willing to make, and be financially capable of making, the required investment in Synovus’ stock pursuant to Synovus’ Director Stock Ownership Guidelines. The Committee also considers the following criteria when reviewing director candidates and existing directors:

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CORPORATE GOVERNANCE AND BOARD MATTERS

The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In addition to the criteria set forth above, the Committee considers how the skills and attributes of each individual candidate or incumbent director work together to create a board that is collegial, engaged and effective in performing its duties. Although the Board does not have a formal policy on

diversity, the Board and the Committee believe that the background and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will contribute to Board diversity and allow the Board to effectively fulfill its responsibilities. For a discussion of the specific backgrounds and qualifications of our director nominees, see “Proposals to be Voted on: Proposal 1—Election of 12 Directors —Nominees11 Directors—Nominees for Election as Director” beginning on page 15[•] of this Proxy Statement.

Identifying and Evaluating Nominees

The Corporate Governance and Nominating Committee has two primary methods for identifying director candidates (other than those proposed by Synovus’ shareholders, as discussed below). First, on a periodic basis, the Committee solicits ideas for possible candidates from a number of sources including members of the Board, SynovusSynovus’ executives and individuals personally known to the members of the Board. Second, the Committee, as authorized under its charter, retains at Synovus’ expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms).

The Committee will consider all director candidates identified through the processes described above, as well as any candidates identified by shareholders through the process described below, and will evaluate each of them, including incumbents, based on the same criteria. The director candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. If based on the Committee’s initial evaluation a director candidate continues to be of interest to the Committee, the Chair of the Committee will interview the candidate and communicate his or her evaluation to the other Committee members and executive management. Additional interviews are conducted, if necessary, and ultimately the Committee will meet to finalize its list of recommended candidates for the Board’s consideration.

Shareholder Candidates

The Corporate Governance and Nominating Committee will consider candidates for nomination as a director submitted by shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the Board does not believe that such a separate policy is necessary as Synovus’ bylaws permit shareholders to nominate candidates and as one of the duties set forth in the Corporate Governance and Nominating Committee charter is to review and consider director candidates submitted by shareholders. The Committee will evaluateevaluates individuals recommended by shareholders for nomination as directors according to the criteria discussed above and in accordance with Synovus’ bylaws and the procedures described under “Shareholder Proposals and Nominations” on page 46[•] of this Proxy Statement.

Communicating with the Board

Synovus’ Board provides a process for shareholders and other interested parties to communicate with one or more members of the Board, including the Lead Director, or thenon-management or independent directors as a group. Shareholders and other interested parties may communicate with the Board as follows:

Relevant communications are distributed to the Board, or to any individual director or directors, as appropriate, depending upon the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to its duties and responsibilities be excluded, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any communication that is filtered out is made available to any director upon request.

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

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CORPORATE GOVERNANCE AND BOARD MATTERS

Shareholder Engagement

Synovus and our Board believe that accountability to our shareholders is key to sound corporate governance principles, and as such, regular and transparent communication with our shareholders is essential to our long-term success. Throughout 2016,the year, members of our management team metmeet regularly with a significant number of our shareholders to discuss our corporate strategy, financial performance, long-term objectives, credit risks, capital management, enterprise risk management, corporate governance, ESG related matters and executive compensation. In regularly engaging with our shareholders, we provide perspective on our governance policies and executive compensation practices and seek input from these shareholders to ensure that we are addressing their questions and concerns.

Our on-going shareholder engagement program encompasses a number of initiatives, including:

In 2019, we continued shareholder outreach efforts to better understand shareholder sentiment around our July 2018 announcement of the acquisition of FCB, resulting in us contacting approximately 125 current or target institutional investors throughout 2019. These outreach efforts included contacting many of Synovus largest shareholders, representing approximately 25% of our ownership base. This allowed us to better understand and address shareholder questions and concerns about the strategic rationale associated with the acquisition and our long-term growth strategy. Feedback and perspectives shared during these engagement meetings were discussed by executive management and the Board and influenced several changes. In fact, Proposal 2 and Proposal 3 are direct results of this engagement and the feedback we received as part of our shareholder outreach. In addition, we updated our website disclosure with respect to certain ESG-related matters in an effort to improve investor access to key information about our evolving ESG practices and oversight.

We look forward to continued enhancement of our shareholder engagement program in 2020. We are committed to an open dialogue where investor views and priorities may be gathered and discussed, thereby informing and guiding a deliberative decision making process with a diverse shareholder base in mind.

Our Name and Culture

Our name, Synovus, is a combination of two words — synergy and novus — that, together, represent the full range of financial capabilities we offer, geographic markets we serve, and our focus on the future. In 2018, our company completed the transition from 28 locally-branded divisions to the Synovus brand and since that time, we have increased awareness of our regional presence, our financial capabilities, and our ability to meet the needs of customers and prospects.

Our name also represents a culture that has defined nearly every aspect of our company since our founding in 1888 on a simple act of kindness. The Synovus culture — relationship-based, service-focused, and grounded here — is our principal source of value creation with communities, customers, team members, and shareholders.

Our Purpose, Value Proposition, and Customer Covenant

Our purpose is to be the bank that leads and strengthens our communities and serves the needs of our customers through real, personal relationships. Our foundational value proposition is relationship banking delivered through expert banking and financial service experts committed to an exceptional customer experience. Our Customer Covenant defines how we serve customers:

As part of our purpose, value proposition and Our Customer Covenant, the Board is fully engaged in the Company’s ESG-related strategy, initiatives and policies. In January 2020, the Corporate Governance and Nominating Committee amended its charter to include oversight responsibility for these strategies, and we plan to launch a management-level committee, known as the ESG Oversight Council, by the second quarter of 2020, which will report to the Corporate Governance and Nominating Committee. The ESG Oversight Council will be comprised of key internal ESG stakeholders, including representatives of legal, investor relations, credit, facilities, vendor procurement, human resources, compliance and risk management, among others, as well as our Lead Director as an advisory member. We believe that this structure will best position us to monitor, manage and oversee all ESG-related risks and opportunities within the Company.

Our Commitment to Communities

As the bank of here, we believe serving communities means more than taking deposits or providing loans and other financial products. It means being truly present in communities large and small. It means engaging at a deeper level than simply doing business or earning the right to do the next transaction. It means connecting with people, and helping people connect, so that individuals and businesses can fulfill their potential and thrive where they are. That’s the best way we know to help ensure the growth of our communities — and therefore the long-term health of our company.

At Synovus, we call our community outreach program Here Matters. The name builds on our legacy of service as the bank of here, and focuses on education, needs-based opportunities, and health and wellness. Every year, team members put in thousands of hours volunteering at food pantries, reading to schoolchildren, repairing veterans’ houses and many more projects across our five-state footprint.

We know that compared to the overall need, the impact of Here Matters is modest. But it is very much an expression of a locally-focused civic duty that has driven our Company throughout our history as well as a conviction that is deeply held by our leadership: that strong communities have strong banks.

That conviction informs our sustainability commitments, too.

Our Sustainability Commitments

Environmental

Conservation and energy efficiency: Our conservation and energy efficiency efforts include company-wide implementation of low-flow/low-water use standards; use of recycled paper and electronic document storage; recycling; and installation of lighting and HVAC systems that limit energy use during non-business hours. At the end of 2019, Synovus had 144,000 square feet of LEED qualified space (2 Gold, 1 Silver and 1 eligible); 13 electric vehicle charging stations; and approximately 745,000 square feet of space (more than 25% of our footprint) fitted with LED lighting. We installed solar-LED lighting in the parking lot of one new Florida location in 2019. More than 186,000 consumer and commercial accounts received only electronic statements at year-end 2019, which helped reduce paper consumption and transportation-related emissions.

Environmental lending, investments, and considerations: Synovus had more than $220 million in solar energy loans outstanding as of year-end 2019. Additionally, we invested more than $17 million in solar energy properties through solar investment tax credit (ITC) transactions in 2019. Moreover, our loan policies consider a customer’s practices and policies related to environmental issues as part of the credit underwriting process. Our environmental procedures are administered by a third party with expertise in environmental due diligence.

Social Capital

Community relations and philanthropy: Team members and leaders serve on charitable organizations and support community endeavors throughout our footprint. In 2019, Synovus team members volunteered approximately 39,000 hours through 5,600 Here Matters opportunities. Team member and company contributions totaled more than $1 million to United Way chapters throughout our footprint, and team members provided $110,500 in scholarships to 133 students through the Jack Parker Scholarship Fund. In 2019, our philanthropic giving surpassed $2.5 million to more than 500 non-profits and agencies across our footprint.

Financial education: During the 2018-2019 school year, Synovus team members invested 3,500 hours in financial literacy education and training for 1,150 students at 11 schools in our hometown of Columbus, Georgia. Columbus team members have volunteered 17,700 hours with 4,900 students at 12 schools since 2014. In January 2020, Synovus launched Raise the Banner, our flagship financial literacy program focused on youth, enlisted soldiers and transitioning veterans, victims of domestic violence, people experiencing homelessness, senior adults, and others.

Access, affordability, and financial inclusion: Synovus Mortgage has committed $400 million to an Affordable Mortgage Program with approximately $180 million funded through the fourth quarter of 2019. Synovus made 170 community development loans in 2019 totaling approximately $300 million. We invested approximately $40 million in low-income housing properties through low-income housing tax credit transactions in 2019. We also have affordable housing specialists throughout our footprint focused solely on financial education and mortgage loan origination. Our most recent Community Reinvestment Act rating, from November 2017, was “Satisfactory.” We partner with Operation Hope to provide financial literacy and credit counseling to those in need, and our consumer products include no-fee retail checking options and a range of other products with flexible fee structures. As a buyer of goods and services, it is the policy of Synovus to engage a diverse network of vendors, including qualified minority vendors.

Small Business Lending: We are focused on supporting small businesses throughout our communities. We had more than $2.50 billion in credit outstanding to small businesses in 2019, including new loan originations of over $595 million. We opened nearly 13,000 new checking accounts for small business owners throughout our footprint, which provided $420 million in new deposits for Synovus. Finally, our bankers and team members remain very active and engaged in supporting the business community through their involvement with over 100 chambers of commerce, which we supported through sponsorships, programs and activities.

Human Capital

Culture and workplace: Synovus has been recognized as one of the country’s “Most Reputable Banks” by American Banker and the Reputation Institute. We were named one of American Banker’s “Best Banks to Work for” in 2018, a 2019 Residential Diversity and Inclusion Leadership Award winner by the Mortgage Bankers Association (MBA), and one of the AJC’s Top Workplaces in Atlanta in 2020. Team member benefits include comprehensive health and wellness programs, retirement/401(k) match, tuition reimbursement, adoption assistance, and maternity and paternity leave.

We regularly administer team member engagement surveys, with an overall 85 percent engagement score in our most recent survey. We demonstrate our commitment to leadership and team member development through internal promotions and training and development opportunities. In 2019, 35 percent of new positions were filled by existing team members (as of December 1). We provide 100 percent tuition coverage for specialty banking school participation and we offer more than 100 leadership, compliance, regulatory and skills development courses.

We have a strong policy against sexual harassment that extends to all inappropriate and unlawful conduct, regardless of its form and where or when it occurs, including conduct that occurs away from work and all forms of electronic communications, such as social media posts, text messages, or email. Any conduct believed to be in violation of the policy may be reported anonymously to our Ethics Hotline.

Inclusion and diversity (I&D): In 2018, we launched a CEO-sponsored initiative to increase minority representation in our company, female and minority representation in senior leadership, and improve inclusiveness through a number of initiatives, including revised job posting guidelines, leadership training, and the hiring of a diversity and inclusion director who reports to the Chief Strategy and Customer Experience Officer. We continued to make progress toward these objectives in 2019, with representation of women in senior leadership roles improving from 33 percent in the first quarter of 2019 to 36 percent at the end of 2019, and minorities in senior leadership roles improving from 8 percent in the first quarter to 12 percent at the end of 2019. We actively recruit at Latino organizations and historically black colleges and universities (HBCUs), and we are currently launching employee resource groups representing women, Hispanic, LGBTQ, African-American, and military team members.

The Compensation Committee of the Board of Directors conducted a comprehensive gender pay review and analysis during the last 18 months. Based on the results of the study, the Committee does not believe that there is systemic gender pay disparity at the Company, and appropriate safeguards are in place to prevent it from occurring in the future.

Additional Information about Corporate Governance

Synovus has adopted Corporate Governance Guidelines which are regularly reviewed by the Corporate Governance and Nominating Committee. We have also adopted a Code of Business Conduct and Ethics which is applicable to all directors, officers and employees. In addition, we maintain procedures for the confidential, anonymous submission of any complaints or concerns about Synovus, including complaints regarding accounting, internal accounting controls or auditing matters. Shareholders may access Synovus’ Corporate Governance Guidelines, Code of Business Conduct and Ethics, each committee’s current charter, procedures for shareholders and other interested parties to communicate with the Lead Director or with thenon-management or independent directors individually or as a group and procedures for reporting complaints and concerns about Synovus, including complaints concerning accounting, internal accounting controls and auditing matters, in the Corporate Governance section of our website at investor.synovus.com.

DIRECTOR COMPENSATION

Director Compensation Program

The Compensation Committee is responsible for the oversight and administration of the Synovus director compensation program. The Compensation Committee reviews the director compensation program annually with the assistance of its independent compensation consultant, who provides a report evaluating the program relative to peer and broader market practices. The following is a description of the director compensation program for 2016.2019.

Cash Compensation of Directors

As reflected in the “Fees Earned or Paid in Cash” column of the Director Compensation Table, during 2016,2019, non-management directors of Synovus received an annual cash retainer of $50,000,$55,000, with

DirectorsExecutive Committee members do not receive any additional compensation for their service on that committee. In addition, directors who are employees of Synovus do not receive any additional compensation for their service on the Board.

By paying directors an annual retainer, Synovus compensates each director for his or her role and judgment as an advisor to Synovus, rather than for his or her attendance or effort at individual meetings. In so doing, directors with added responsibility are recognized with higher cash compensation. For example, members of the Audit Committee and Risk Committee receive a higher cash retainer based upon the enhanced duties, time commitment and responsibilities of service on that committee.those committees. The Board believes that this additional cash compensation is appropriate. In addition, directors may from time to time receive compensation for serving on advisory committees of the Synovus Board.

The members of the Board are compensated each April for their service on the Board from the date of the annual meeting to the following year’s annual meeting. As such, the Board was compensated in 20162019 for the full year of service for the period from April 21, 201624, 2019 through April 20, 2017.22, 2020.

Directors may elect to defer all or a portion of their cash compensation under the Synovus Directors’ Deferred Compensation Plan. The Directors’ Deferred Compensation Plan does not provide directors with an “above market” rate of return. Instead, the deferred amounts mirror the return of one or more investment funds selected by the director. In so doing, the plan is designed to allow directors to defer the income taxation of a portion of their compensation and to receive an investment return on those deferred amounts. All deferred fees are payable only in cash. Two directors (Dr.Dr. Pastides and Mr. Storey)Storey each elected to defer their 2016his 2019 cash compensation under this plan.

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DIRECTOR COMPENSATION

Equity Compensation of Directors

During 2016,2019, non-management directors also received awards of restricted stock units under the Synovus 2013 Omnibus Plan. On April 20, 2016,23, 2019, the Board approved grants of 1,7652,337 restricted stock units ($55,00085,000 grant date fair market value) to thenon-management members of the Board elected on April 21, 201624, 2019 to serve as directors for a term ending on April 20, 2017.22, 2020. The director restricted stock units become fully vested and transferable upon the earlier to occur of the completion of three years of service following the grant date and the date the holder reaches age 72.mandatory retirement, as set forth in the Corporate Governance Guidelines. These restricted stock unit awards are designed to create equity ownership and to focus directors on the long-term performance of Synovus.

Synovus’ 2011 Director Stock Purchase Plan is anon-qualified, contributory stock purchase plan pursuant to which qualifying Synovus directors canmay purchase, with the assistance of contributions from Synovus, presently issued and outstanding shares of Synovus stock. Under the terms of the Director Stock Purchase Plan, qualifying directors canmay elect to contribute up to $5,000 per calendar quarter to make purchases of Synovus stock, and Synovus contributes an additional amount (equal to 15% of the directors’ cash contributions in 2016)2019). Participants in the Director Stock Purchase Plan are fully vested in all shares of Synovus stock purchased for their benefit under the Plan and may request that the shares purchased under the Plan be released to them at any time. Synovus’ contributions under this Plan are included in the “All Other Compensation” column of the Director Compensation Table below. Synovus’ contributions under the Director Stock Purchase Plan provide directors the opportunity to buy and maintain an equity interest in Synovus and to share in the capital appreciation of Synovus.

Director Stock Ownership Guidelines

Synovus’ Corporate Governance Guidelines require all directors over time to accumulate over time shares of Synovus stock equal in value to at least threefive times the value of their annual retainer. Directors have five years to attain this level of total stock ownership, but must attain a share ownership threshold of one times the amount of the director’s annual retainer within three years. These stock ownership guidelines are designed to align the interests of Synovus’ directors to that of Synovus’ shareholders and the long-term performance of Synovus. The restricted stock unit awards to directors and Synovus’ contributions under the Director Stock Purchase Plan assist and facilitate directors’ fulfillment of their stock ownership requirements. All of Synovus’ directors were in compliance with the guidelines as of December 31, 2016.2019.

Director Compensation Table

The following table summarizes the compensation paid by Synovus tonon-management directors for the year ended December 31, 2016.2019.

PROPOSALS TO BE VOTED ON

Number

Pursuant to Synovus’ bylaws, the Board shall consist of not less than 8 nor more than 25 directors with such number to be set either by the Board or shareholders representing at least 66²⁄_∕3% of the votes entitled to be cast by the holders of all of Synovus’ issued and outstanding shares. Currently, the size of the Board is set at 13 members. Effective as of the date of the Annual Meeting, the Board has set the size of the Board at 1211 members. Proxies cannot be voted at the Annual Meeting for a greater number of persons than the 1211 nominees named in this Proxy Statement.

Nominees for Election as Director

The 1211 nominees for director named in this Proxy Statement were selected by the Corporate Governance and Nominating Committee based upon a review of the nominees and consideration of the director qualifications described under “Corporate Governance and Board Matters—Consideration of Director Candidates—Director Qualifications” on page 11[•] of this Proxy Statement. In addition to the specific criteria for director nomination, the Corporate GovernanceStatement and Nominating Committee assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board’s ability to manage and direct the affairs and business of Synovus.described below. With respect to the nomination of continuing directors forre-election, the Corporate Governance and Nominating Committee also considers the individual’s contributions to the Board and its committees. AllEach of the 12 nominees currently serveserves as a director. Mr. Brooke was appointed to the Board on January 18, 2017. His nomination was recommended to the Board by anon-management director. The nominees for director include sixfive current and former chief executive officers, at least 109 persons who could be recognized as “audit committee financial experts,” two current ora former deanspresident of a national universities,university, and a former partner of a global auditing firm. The nominees collectively have over 200 years ofextensive experience in banking and financial services as well as significant experience in insurance, investment management, operations, commercial real estate, risk management, and accounting. The nominees also bring extensive board and committee experience.

In addition, to the overall compositioneach of the Board,nominees has:

Our directors also have a wide range of other qualifications, skills and experiences that align with our long-term corporate strategy. In fact, the Corporate Governance and Nominating Committee alsohas considered a number of qualifications in evaluating the nominees’ individual roles in (1) oversight of our enterprise risk management process, (2) relationships with the numerous regulatory agencies that monitor Synovus’ operations, (3) assistance with the strategic plannominees:

Ten of the Company, (4) oversight and support of our expense reduction initiatives, and (5) managing succession planning. In addition to fulfilling the above criteria, 11 of the 12 nominees for election named below are considered independent under the NYSE rules and Synovus’ director independence standards. Each nominee also brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, executive management, risk management and oversight, corporate strategy, commercial real estate, troubled assetwork-out and disposition situations, and ancillary financial services businesses. Each member of the Board has demonstrated leadership through his or her work on the boards of a variety of public, private andnon-profit organizations and is familiar with board processes and corporate governance. We believe the atmosphere of our Board is collegial and that all Board members are engaged in their responsibilities. For additional information about our director independence requirements, consideration of director candidates, director tenure, leadership structure of our Board and other corporate governance matters, see “Corporate Governance and Board Matters” beginning on page 6[•] of this Proxy Statement.

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PROPOSALS TO BE VOTED ON

The following table sets forth information regarding the 1211 nominees for election to the Board.

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 Santa 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. The Santa Fe Group manages the Shared Assessments Program, with over 270 major corporate members concerned about third party risk management. 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, where she chairs its security committee and is a member of its energy and natural resources committee, nominating and governance committee, and public affairs committee. Previously, she served on the board of Stewart Information Services Corp., a public, customer-focused, global title insurance and real estate services company. She serves on the board of Analytics Pros, a privately held company, 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 she 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’sin-depth knowledge and experience in the areas of payments, cyber security, risk management, emerging technologies, information technology and corporate governance provides a significant resource to the Board.

16		- 2017 Proxy Statement

PROPOSALS TO BE VOTED ON

		Tim E. Bentsen is a former audit partner and practice leader of KPMG LLP, a U.S.-basedU.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 ishas also served as a member of the board of trustees and audit committee of Ridgeworth Funds, a mutual fund complex, and on the board of Krispy Kreme Doughnuts, Inc., a company specializing in sweet treats and complementary products, prior to that company going private. Mr. Bentsen was a faculty member at the J.M. Tull School of Accounting at the University of Georgia from 2012 to 2018 and an independentis a member of the board of trustees and audit committeedirectors of Ridgeworth Funds, a mutual fund complex.the Atlanta chapter of the National Association of Corporate Directors, or NACD. He holds a bachelor’s degree in business administration from Texas Tech University and has completed the Partner Development Program at Harvard University. Mr. Bentsen ispracticed as a certified public accountant and a member of the American Institute and Georgia Society of Certified Public Accountants.for 40 years. His extensive audit and accounting experience in the financial services industry coupled with his corporate governance, risk management and financial acumen enhances the Board’s knowledge in these areas.
	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,businesses, including information services, publishing and digital media, outdoor products, real estate, manufacturing and general services, with operations in 23 countries and with approximately $2.7 billion in annual revenues. Mr. Brooke served as President and CEO of EBSCO for over eight years and served in various other leadership capacities during his 40 years of service with the company. Mr. Brooke currently serves as Chairman of the Board of First Commercial Bank, or FCB, a banking division of Synovus, and hasour Birmingham market advisory board, having served on the FCBthat board since its inception over 30 years ago. Mr. Brooke also serves as a director of EBSCO and McWane, Inc., a member of the compensation committee of EBSCO, 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,expertise, executive leadership and his long-term experience and understanding of our banking organization provide the Board with a valuable resource related to corporate strategy and risk management.
	Stephen T. Butler is the former Chairman of the Board and Chief Executive Officer of W.C. Bradley Co., a private consumer products and real estate company abased in Columbus, Georgia. He retired as Chairman of the Board in April 2018, having held that position he has held since 2008. Prior to that time and for 21 years, heMr. Butler 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 our Columbus Bank and Trust, or CB&T, a banking division of Synovus,market advisory board and on the boards of various civic andnon-profit companies, including St. Francis Hospital, Inc. and, The Bradley-Turner Foundation.Foundation and Brookstone School. He attended Vanderbilt University and Columbus State University and completed the Harvard Advanced Management Program. Mr. Butler’s extensive leadership experience with a diversified company enhances the Board’s understanding of corporate strategy, 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 and for 16 years, Ms. Camp served in various capacities, including President and Chief Executive Officer, of Camp Oil Company for 16 years.Company. Before its sale in 2000, Camp Oil developed and operated convenience stores, truck stops and restaurants in nine states. Ms. Camp’s background also includes experience as a tax accountant with a major accounting firm and an attorney in law firms in Atlanta and Washington, D.C. Ms. Camp holds a bachelor’s degree in accounting and a law degree from the University of Georgia, as well as a master’s degree in taxation from Georgetown Law Center. Ms. Camp is a current director or trustee on the boards of 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 CouncilNACD, and the Boy Scouts Council of Atlanta.America, Atlanta Area Council. She has received the designation of a Board Leadership Fellow by the NACD and 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. She is our Lead Director and the Chairman of our Corporate Governance and Nominating Committee. Ms. Camp’s background as an executive officer and her expertise in accounting, tax and legal matters provides expertise in management and auditing as well as leadership skills to our Board.

	Diana M. MurphyJerry W. Nix is the formerManaging Director of Rocksolid Holdings, LLC, a private equity firm focused on small businesses and real estate in the Southeast. She is a Past President of the United States Golf Association, serving for seven years on its Executive Committee and as the Vice Chairman, ExecutivePresident and Treasurer for the organization. From 2012 to 2015, Ms. Murphy was Managing Director of the Georgia Research Alliance Venture Fund, a private equity firm invested in early-stage technology and life science companies created out of the state’s research universities. She also served for eleven years as the Managing Director of Chartwell Capital Management Company, a private equity firm located in Jacksonville, Florida, and fifteen years as the Senior Vice President and Chief FinancialRevenue Officer of Genuine PartsThe Baltimore Sun Company. Prior to retiring in March 2013, Mr. NixMs. Murphy currently serves as the non-executive Chairman of the Board of Landstar System, Inc., a public company that provides integrated transportation management solutions worldwide, chairs its nominating and corporate governance committee and serves on its audit committee, compensation committee, safety and risk committee and strategic planning committee. She served as Chief Financial Officer for over 13 years and served in various other capacities with Genuine Parts before that time, including Senior Vice President—Finance.the Lead Independent Director of Landstar from 2012 to 2015. In addition, to servingMs. Murphy currently serves as a director of Genuine Parts, Mr. NixCTS Corporation, a public company that designs, manufactures and sells a broad line of sensors, electronic components and actuators globally, chairing its nominating and governance committee and serving on its compensation committee. Ms. Murphy serves on various civica number of other boards, both private andnon-profit boards, charitable, including Young Harris College, Cobb County Chamberthe board of Commerce, Cobb-Marietta Coliseumthe Boys and Exhibit Hall Authority, John and Mary Franklin Foundation and Boy ScoutsGirls Club 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 UniversitySoutheast Georgia and the Universityadvisory board of Florida. Mr. Nix’sSynovus’ Sea Island market. Ms. Murphy’s extensive financialexperience and accountingleadership of the boards of publicly-traded companies, along with her business acumen and management experience, with a large diversified public company provides the Board with a great resource in the financial, accounting, risk management, and investor relations areas.

- 2017 Proxy Statement    17

PROPOSALS TO BE VOTED ON

		well qualify her to serve on our Board.
	Harris Pastides is the former President of the University of South Carolina, a position he has held sincefrom August 2008.2008 to July 2019. From 2003 to 2008, Dr. Pastides served as vice president for research and health sciences and dean of the Arnold School of Public Health and as executive director of the South Carolina Research Foundation. He joined the University of South Carolina in 1998 as deanDean 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. He serves on the board of trustees of the American Medical Association and as a member of our local advisory board in South Carolina. In addition, to serving on the advisory board of one of our banking divisions, NBSC, heDr. Pastides has served on a number of professional organizations and civic boards, including the South Carolina Governors School for the Arts and Humanities, S.C. River Alliance, the Council on Research Policy and Graduate Education and EngenuitySC. He 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.work and leadership, including recognition as the South Carolina Chamber of Commerce Public Servant of the Year, the Ellis Island Medal of Honor, the Chief Executive Leadership Award from the Council for Advancement and Support of Education and the Richard Allen award from Allen University. His experience in management and complex organizations and his background in research, innovation and education provides our Board with leadership and consensus-building skills on a variety of matters, including corporate governance and risk management.

		Barry L. Storey is the Principal of BLS Holdings Group, LLC, an Augusta, Georgia-based company with the primary focus of managing a portfolio of retail real estate properties and various alternative assets. Prior to January 2015, he was the Founding Partner of Hull Storey Gibson Companies, LLC, a retail acquisition and development real estate company founded in 1992 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 immediate past 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, including as Chair of the Community Foundation of the Central River Savannah Area, as well as on the advisory board of AFB&T, one of our banking divisions.Augusta market. His extensive experience and expertise in real estate acquisition, development and management and his background in the markets in which we serve provides our Board with significant insight, particularly as we continue to refine and execute our growth and expense reduction strategies for the future.
	Teresa WhitePhilip W. Tomlinson is President of Aflac U.S., which constitutes the former Chairman of the Board and Chief Executive Officer of TSYS,operating U.S. insurance businesses for Aflac Incorporated, a publicly held global payments processing company. She has served in that position since October 2014. As president, Ms. White’s responsibilities include marketing, sales and distribution, information technology, corporate communications, operations, US financial management and shared services. She oversees the company’s extensive distribution network of individual agents and brokers across the country, as well as 5,300 employees. Prior to his retirement as Chief Executive Officer of TSYS in 2014 and his retirement as Chairman of the Board in 2015, Mr. Tomlinson served as Chairman of the Board and Chief Executive Officer of TSYS for eight years. From 1982 until 2006, Mr. Tomlinsonbecoming President, Ms. White served in various capacitiesleadership positions with TSYS,Aflac, including Chief Operating Officer from July 2013 to September 2014, Executive Vice President and Chief Services Officer from October 2012 to July 2013 and President. From TSYS’ incorporationExecutive Vice President and Chief Administrative Officer from March 2008 to October 2012, among others. Ms. White is active in December 1982, Mr. Tomlinson playedher community, having served on the boards of various non-profit and professional organizations, including the Georgia Chamber Board of Governors, Neighborworks Columbus and Americas Health Insurance Plans. She has been recognized for her leadership with a key rolenumber of awards, including three consecutive years as Black Enterprise’s Most Powerful Women in almost every major strategy that has shaped TSYS’ development. Mr. Tomlinson isBusiness, Bizwomen’s 2016 Women to Watch, Atlanta Business Chronicle’s Women Who Mean Business and numerous recognitions by American Business Awards. Ms. White holds a former memberbachelor’s degree in business administration from the University of the Financial Services RoundtableTexas at Arlington and a graduate of Louisianamaster’s degree in management from Troy State University School of Banking of the South. Mr. Tomlinson serves as a director of TSYSUniversity. Ms. White’s extensive operational and as an advisory director of CB&Tstrategic background, coupled with her marketing, sales, talent and is also a member of the Georgia Economic Development Board and other charitable and civic organizations’ board of directors. As the former CEO and Chairman of a large public company, Mr. Tomlinson provides valuable insight and guidance on the issues of corporate governance, strategy, risk management and investor relations, particularly as to his expertise and understanding ofexperience at the current trends withinexecutive level in the financial services industry, guides the Company in its long-term strategic and asoperational planning and adds a valuable resource to his diverse relationships within the financial services community. Board.

The Board of Directors unanimously recommends that you vote “FOR” each of the 1211 nominees.

Introduction

After careful consideration and following engagement with, and feedback from, many of our shareholders, our Board has unanimously determined that it would be advisable and in the best interests of Synovus and its shareholders to amend Synovus’ Articles and bylaws to eliminate our 10-1 Voting Provisions. The proposed amendments to the Articles and bylaws would eliminate all of the 10-1 Voting Provisions in the Articles and bylaws and provide for one vote for each share of issued and outstanding Synovus common stock, as described below (the “Proposed 10-1 Voting Amendments”).

The Board is now recommending that the shareholders adopt the Proposed 10-1 Voting Amendments to eliminate Synovus’ 10-1 Voting Provisions. The form of the Proposed 10-1 Voting Amendments is attached to this Proxy Statement as Appendix B-1, with respect to the Articles, and Appendix B-2, with respect to the bylaws.

Background and Current 10-1 Voting Provisions

As discussed above, our Articles and bylaws currently provide that holders of Synovus common stock that satisfy certain criteria are entitled to ten votes for each qualifying share of Synovus common stock. In particular, the 10-1 Voting Provisions entitle shareholders to ten votes per share for each share that they have beneficially owned continuously for over four years. The 10-1 Voting Provisions also provide ten votes per share for smaller shareholders as well as shares that meet any of the other criteria for being entitled to ten votes per share. The 10-1 Voting Provisions and each of the criteria for being entitled to ten votes per share are more fully described in the “Voting Information – Description of Voting Rights” section of this Proxy Statement.

Our 10-1 Voting Provisions have been in place since 1986. We believe these provisions were originally designed to support the Board’s commitment to Synovus’ long-term growth and performance by providing certain shareholders, such as those with long-term stock ownership, with potentially greater influence over Synovus’ affairs through greater voting power. We also believe that these provisions were intended to minimize the adverse effect of speculative investors with short-term goals that potentially could impair management’s ability to focus on long-term business goals and strategies. In addition, we believe these 10-1 Voting Provisions, in combination with other defensive measures, were designed to discourage unsolicited efforts to obtain voting control of the company without first providing the Board an opportunity to evaluate whether such change in control would be in the best interests of all shareholders.

Reasons for the Proposed 10-1 Voting Amendments

The Board is committed to strong corporate governance and recognizes that the elimination of the 10-1 Voting Provisions would be consistent with generally held views of good corporate governance. The elimination of the 10-1 Voting Provisions would bring Synovus in line with the vast majority of other public companies that have a one share, one vote voting structure and align our governance with best practice in terms of our voting structure and shareholder rights.

The Board also considered the views of our shareholders and the investor community. Over the last couple of years, our management has discussed this issue with a number of our investors, proactively trying to understand the evolving position of our investors on this voting structure. In addition, many of our investors increasingly focused on the 10-1 Voting Provisions during the pendency of our merger with FCB due to the required shareholder vote that was necessary to consummate the merger. During this time, many investors voiced confusion around the origins and implementation of the 10-1 Voting Provisions and concern about the implications of the 10-1 Voting Provisions.

As a result, in 2019, our management team conducted targeted outreach with a meaningful portion of our shareholder base and also other potential investors to discuss our corporate governance practices and 10-1 Voting Provisions in particular. While most of our shareholders had a generally positive view of our corporate governance practices, we learned that most disfavor or had a negative view of our 10-1 Voting Provisions. In addition, influential groups such as ISS and Glass Lewis generally disfavor enhanced voting rights for any group of shareholders.

In connection with its recommendation of the adoption of the 10-1 Voting Amendments, the Board also considered the following factors:

Description of the Proposed 10-1 Voting Amendments

The Board has adopted and declared advisable, and recommends that shareholders adopt, the Proposed 10-1 Voting Amendments. If the Proposed 10-1 Voting Amendments are adopted, each holder of Synovus common stock would be entitled to one vote for each share of Synovus common stock held by such holder (regardless of the length of time such shares has been beneficially owned, the number of shares beneficially owned by such holder or any other possible criteria) with respect to matters properly submitted to the shareholders for their vote, consent, waiver, release or other action. The full text of the Proposed 10-1 Voting Amendments are set forth in Appendix B-1, with respect to the Articles, and Appendix B-2, with respect to the bylaws. The description of the Proposed 10-1 Voting Amendments is qualified in its entirety by reference to Appendices B-1 and B-2.

If Synovus’ shareholders adopt the Proposed 10-1 Voting Amendments, the amendment and the elimination of the 10-1 Voting Provisions will become effective upon the filing of the amendment to the Articles with the Secretary of State of the State of Georgia, which we plan to do promptly after the Annual Meeting. The Proposed 10-1 Voting Amendments to the bylaws will become effective upon approval of this proposal.

If Synovus’s shareholders do not adopt the Proposed 10-1 Voting Amendment, the 10-1 Voting Provisions will remain in effect.

Additional Effects of the Proposed 10-1 Voting Amendment

Although the Board believes that the adoption of this proposal is in the best interests of Synovus and its shareholders, the Board recognizes that there are disadvantages to shareholders who currently have shares that qualify for ten votes per share or who anticipate receiving shares that qualify for ten votes per share in the near future. If this proposal is approved by the requisite vote, those shareholders who are entitled to cast ten votes per share will experience an immediate dilution of their voting power. This will reduce the ability of these shareholders to influence the outcome of most matters submitted to a vote of shareholders, including director elections, the approval or disapproval of amendments to the Articles, mergers, or other extraordinary transactions that may involve a change of control of us, or approval of other proposals of the Board or shareholders. On the other hand, holders of one-vote shares will experience an increase in their relative voting power.

If the proposal is adopted, we may be more susceptible to a takeover bid or other hostile actions because less voting control will be vested in long-term holders (including our directors and executive officers) of our common stock. However, the Board believes that there are other more appropriate mechanisms that can be utilized by the Board to protect the interests of our shareholders consistent with the Board’s fiduciary duties under Georgia law.

Furthermore, if the proposal is adopted, we expect that the voting power of our directors and executive officers as a group would be reduced from approximately 6.7% of the total voting power to approximately 1.1% of the total voting power, a portion of which is disclaimed. This expectation assumes the same voting power certified at our 2019 annual shareholders’ meeting and that all shares of common stock held by the directors and executive officers of Synovus qualify for ten votes per share as set forth above.

The Board does not expect that the liquidity or trading price of the Synovus common stock will be adversely affected as a result of the elimination of 10-1 voting.

The Board of Directors unanimously recommends that you vote “FOR” approval of the amendments to Synovus’ Articles and bylaws to eliminate the 10-1 Voting Provisions.

Introduction

After careful consideration, the Board has unanimously determined that it would be advisable and in the best interests of Synovus and its shareholders to amend the Articles and bylaws to remove the supermajority voting thresholds, as described below (the “Proposed Supermajority Amendments”). The Board is now recommending that the shareholders adopt the Proposed Supermajority Amendments to remove the supermajority voting thresholds. The form of the Proposed Supermajority Amendments is attached to this Proxy Statement as Appendix C-1, with respect to the Articles, and Appendix C-2, with respect to the bylaws.

Current Supermajority Voting Thresholds

Currently, the Articles and bylaws provide that an affirmative vote by the holders of shares representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the Synovus issued and outstanding common stock is required for our shareholders to take or approve, as applicable, the actions listed below.

We refer to these standards as the “Supermajority Voting Requirements” and the actions listed above that currently require a supermajority shareholder vote as the “Supermajority Actions.”

Please note that the Board has authority to take some of the actions listed above without shareholder approval, namely fixing the size of the Board, calling special shareholders’ meetings and, in most circumstances, amending our bylaws. However, if and when our shareholders desire to take these actions without Board action, our shareholders may only do so by adhering to the Supermajority Voting Requirements.

Rationale for the Proposed Supermajority Amendments

As previously noted, our Board is committed to strong corporate governance and recognizes that elimination of the Supermajority Voting Requirements is consistent with generally held views of evolving corporate governance practices. Our Board has listened to the views of our shareholders and the investor community on this issue and has also considered the limited benefits of the Supermajority Voting Requirements. In addition, our Board acknowledges that many other public companies have transitioned away from these kinds of supermajority voting provisions. In view of these considerations, the Board has unanimously determined to eliminate the Supermajority Voting Requirements as proposed.

Description of the Proposed Supermajority Amendments

The Board has adopted and declared advisable, and recommends that the shareholders adopt, the Proposed Supermajority Amendments. If the Proposed Supermajority Amendments are adopted, the Supermajority Actions described above, will require the affirmative vote of a majority of the votes entitled to be cast by the holders of all of the issued and outstanding common stock of Synovus.

The full text of the Proposed Supermajority Amendments is set forth in Appendix C-1, with respect to the Articles, and Appendix C-2, with respect to the bylaws. The description of the Proposed Supermajority Amendments in this Proxy Statement is qualified in its entirety by reference to Appendices C-1 and C-2.

If our shareholders adopt the Proposed Supermajority Amendments, they will become effective upon the filing of the Proposed Supermajority Amendments to the Articles with the Secretary of State of the State of Georgia, which we plan to do promptly after the Annual Meeting. The Proposed Supermajority Amendments to the bylaws will become effective upon approval of this proposal.

If our shareholders do not adopt the Proposed Supermajority Amendments, the Supermajority Voting Requirements will remain in effect.

The Board of Directors unanimously recommends that you vote “FOR” approval of the amendments to Synovus’ Articles and bylaws to eliminate the Supermajority Voting Requirements.