Synovus Financial Corp. (NYSE:SNV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On February9, 2017, the Compensation Committee of the Board of
Directors (Compensation Committee) of Synovus Financial Corp.
(Synovus) took several actions impacting the compensation
arrangements of Synovus executive officers.

Annual Incentive Plan. The Compensation Committee
approved the executive annual incentive plan for 2017. For 2017,
the approved formulaic annual performance goals are based 60% on
core earnings, 20% on adjusted pre-provision net revenue and 20%
on adjusted efficiency ratio. In addition, the Committee approved
discretionary adjustment factors to include quality of earnings,
quality of loan growth (including consideration of concentration
limits), quality of deposit growth, expense management, single
bank conversion, credit quality (including the non-performing
assets ratio, nonperforming loans ratio and net charge-off
ratio), financial impact of strategic investments, external
factors (including the impact of Federal Reserve rate increases
vs. budget assumptions), regulatory compliance, risk management,
total shareholder return and individual performance. The
Committee also established the following individual award targets
as a percentage of base salary for each named executive officer,
respectively, for 2017:

The actual payout can range from 0% to 150% of the award target
based upon Synovus performance results for 2017 compared to the
performance goals and the Committees evaluation of the
discretionary factors. The awards, which are Cash-Based Awards
under the Companys 2013 Omnibus Plan, will also be limited based
on a 2017 core earnings goal established by the Compensation
Committee to fund the awards and ensure deductibility.

Long-Term Incentive Awards. The Compensation Committee
also granted Synovus executive officers, including its named
executive officers, long-term incentive awards effective
February9, 2017.

The performance stock unit awards (PSUs) granted to Synovus
executive officers, including its named executive officers,
include both a service vesting and a performance vesting
requirement. Under the service vesting component, the PSUs vest
50% after three years of service. Under the performance vesting
component, Synovus weighted average return on average assets is
measured over a three-year performance period. The actual payout
of the PSUs can range from 0% to 150% of the target amount based
upon Synovus weighted average return on average assets during the
performance period compared to the performance objectives
approved by the Compensation Committee.

The Compensation Committee also granted market restricted stock
unit awards (MRSUs) to Synovus executive officers, including its
named executive officers. The MRSUs have a service-based vesting
component as well as a Total Shareholder Return Multiplier. Under
the service-based vesting component, the MRSUs vest 1/3 each year
over a three-year period subject to each executives continued
employment with Synovus. Under the Total Shareholder Return
Multiplier, the target amount of MRSUs which vest each year will
be adjusted upward or downward 25% based upon Synovus total
shareholder return during each year.

Both the PSUs and MRSUs are subject to a Risk-Based Modifier,
which can reduce the payouts of outstanding awards if future
results suggest that risk was not properly considered in
achieving the results on which the number of units awarded were
based. The Compensation Committee will consider if reductions are
warranted if any of the following occur during the vesting
period: Synovus or a line of business experiences a material
loss, Synovus or an individual executive fails to comply with
risk policies or properly address risk concerns, or if regulatory
capital falls below regulatory capital requirements.

The Compensation Committee granted the following awards to the
named executive officers, respectively:

Base Salary. The Committee also increased Mr.Stellings
base salary from $995,000 to $1,125,000, effective February9,
2017.

About Synovus Financial Corp. (NYSE:SNV)

Synovus Financial Corp. is a financial services and a bank holding company. The Company provides integrated financial services, including commercial and retail banking, financial management, insurance and mortgage services to its customers through over 30 locally branded banking divisions of its subsidiary bank, Synovus Bank, and other offices in Georgia, Alabama, South Carolina, Florida and Tennessee. Synovus Bank offers commercial banking services and retail banking services. Its commercial banking services include cash management, asset management, capital markets services, institutional trust services and commercial, financial and real estate loans. Its retail banking services include accepting customary types of demand and savings deposits accounts; mortgage, installment and other retail loans; investment and brokerage services; safe deposit services; automated banking services; automated fund transfers; Internet-based banking services, and bank credit card services.

Synovus Financial Corp. (NYSE:SNV) Recent Trading Information

Synovus Financial Corp. (NYSE:SNV) closed its last trading session up +0.16 at 41.77 with 558,438 shares trading hands.