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| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 17, 2022, the Compensation and Human Capital Committee of the Board of Directors (“Committee”) of Synovus Financial Corp. (“Synovus”) took several actions impacting the compensation arrangements of Synovus’ executive officers, including Synovus’ named executive officers last identified under Item 402(c) of Regulation S-K.
Base Salaries. The Committee approved the base salaries for the named executive officers as set forth in the table below, effective March 6, 2022:
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| Named Executive Officer | Title | Base Salary |
| Kevin S. Blair | President and Chief Executive Officer | $975,000 |
| Andrew J. Gregory, Jr. | Executive Vice President and Chief Financial Officer | 600,000 |
| Mark G. Holladay | Executive Vice President and Chief Risk Officer | 422,200 |
| Robert W. Derrick | Executive Vice President and Chief Credit Officer | 400,000 |
2022 Annual Incentive Plan. The Committee approved the executive annual incentive plan for 2022. For 2022, the approved formulaic annual performance goals are based 50% on adjusted earnings per share, 25% on adjusted return on average assets and 25% based upon a review of Synovus’ performance on strategic objectives for 2022. The primary strategic objectives approved by the Committee include quality of earnings and progress toward accomplishing the four core pillars of the new strategic plan: reposition for advantage, simplify and streamline, adopt high-tech meets high touch and enhance talent and culture. The Committee may also consider other factors including the impact of external factors (such as interest rates), 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 2022:
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| Named Executive Officer | Title | 2022 Award |
| Kevin S. Blair | President and Chief Executive Officer | 125% |
| Andrew J. Gregory, Jr. | Executive Vice President and Chief Financial Officer | 85% |
| Kessel D. Stelling | Executive Chairman of the Board | 100% |
| Mark G. Holladay | Executive Vice President and Chief Risk Officer | 70% |
| Robert W. Derrick | Executive Vice President and Chief Credit Officer | 60% |
The actual payout may range from 0% to 150% of the award target based upon Synovus’ performance results for 2022 compared to the performance goals and the Committee’s evaluation of the discretionary factors.
Long-Term Incentive Awards. The Committee also granted Synovus’ executive officers, including its named executive officers, long-term incentive awards (comprised of performance stock unit awards and restricted stock unit awards), effective February 17, 2022.
The performance stock unit awards (“PSUs”) granted to Synovus’ executive officers, including its named executive officers, include service and performance vesting components. Under the service-based vesting component, the PSUs vest 100% after three years of service. Under the performance-based vesting component, there are two performance measures (weighted average return on tangible common equity and relative total shareholder return) that are measured over a three-year performance period, with each measure impacting one-half of the PSUs awarded to each executive. The actual payout of the PSUs may range from 0% to 150% of the target amount based upon the results of the two performance measures during the performance period compared to the performance objectives approved by the Committee.
The PSUs are subject to a Risk-Based Modifier, which may 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 Committee may consider whether payout reductions are warranted if any of the following occur during the vesting period: (1) Synovus or a line of business experiences a material loss, (2) Synovus or an individual executive fails to comply with risk policies or properly address risk concerns, or (3) regulatory capital falls below regulatory capital requirements.
The restricted stock unit awards (“RSUs”) vest one-third each year over a three-year period. Because each of the executives met the Company’s stock ownership guidelines on the date of grant, the executives received cash-settled RSUs.
The Committee granted the following awards to each of the named executive officers last identified under Item 402(c) of Regulation S-K, respectively:
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| Named Executive Officer | Number of PSUs | Number of RSUs |
| Kevin S. Blair | 29,754 | 19,836 |
| Andrew J. Gregory, Jr. | 9,156 | 6,104 |
| Kessel D. Stelling, Jr. | 25,749 | 17,166 |
| Mark G. Holladay | 5,722 | 3,815 |
| Robert W. Derrick | 4,864 | 3,243 |
The foregoing PSUs and RSUs vest in the event of death, disability or retirement when such retirement occurs after age 65 with 10 or more years of service. Both the PSUs and the RSUs are subject to the Company’s clawback policy.