0000018349false00000183492024-12-182024-12-180000018349us-gaap:CommonStockMember2024-12-182024-12-180000018349us-gaap:SeriesDPreferredStockMember2024-12-182024-12-180000018349us-gaap:SeriesEPreferredStockMember2024-12-182024-12-18

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

December 18, 2024
Date of Report
(Date of Earliest Event Reported)

Synovus Financial Corp.
(Exact Name of Registrant as Specified in its Charter)

Georgia1-1031258-1134883
(State of Incorporation)(Commission File Number)(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)

(706) 641-6500
(Registrant’s telephone number, including area code)

________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1.00 Par Value
SNV
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
SNV-PrD
New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
SNV-PrE
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2024, the Board of Directors (the “Board”) of Synovus Financial Corp. (“Synovus”) voted to increase the size of the Board from eleven to twelve directors and to appoint Greg Montana to fill the resulting vacancy, effective as of January 1, 2025. Mr. Montana will serve on the Risk Committee and on the Audit Committee of Synovus, effective as of January 1, 2025.

Mr. Montana, age 56, is the former Executive Vice President and Chief Risk Officer of Fidelity National Information Services, Inc. (“FIS”), having retired from that position in April 2023. During his 11-year tenure at FIS, Mr. Montana managed and mitigated FIS’ key risks including those related to cybersecurity, operations, credit, compliance, regulatory, ESG, business continuity, crisis management, third party, and fraud for all business segments, including banking, payments, and capital markets. Mr. Montana is a certified Chief Information Security Officer and former board member of the Internet Security Alliance and the Financial Service Information Sharing and Analysis Center (FS-ISAC) Sheltered Harbor Organization and holds a cyber risk oversight certificate from the National Association of Corporate Directors. Prior to his time at FIS, Mr. Montana managed risk in various leadership positions at such companies as Bank of America, PayPal, Lloyds Banking, Deloitte Consulting, and JPMorgan Chase Bank. He serves on the board of directors for the United Way of Northeast Florida and is an active member and former board chair of Jacksonville Catholic Charities. Mr. Montana holds an MBA from the Wharton School of the University of Pennsylvania and received a BA from Boston College.

There are no arrangements or understandings between Mr. Montana and any person pursuant to which he was selected as director. There are no actual or proposed transactions between Mr. Montana or any of his immediate family members and Synovus that would require disclosure under Item 404(a) of Regulation S-K in connection the appointment as a director of Synovus. The Board has affirmatively determined that Mr. Montana qualifies as an independent director as defined by the listing standards of the New York Stock Exchange and the categorical standards of independence set by the Board.

As of the date of the appointment, Mr. Montana is entitled to receive the compensation and participate in the plans applicable to Synovus’ directors, as set forth more particularly on Exhibit 10.1 to Synovus’ Quarterly Report on Form 10-Q filed with the SEC on May 2, 2024. In addition, Mr. Montana will enter into Synovus’ standard indemnification agreement, a form of which was filed as Exhibit 10.1 to Synovus’ Current Report on Form 8-K filed with the SEC on July 26, 2007. Except as set forth above, there is no other material plan, contract, or arrangement in which Mr. Montana will participate in connection with his appointment.

The Company issued a press release on December 18, 2024, announcing the appointment of Mr. Montana to the Board effective January 1, 2025. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01
Financial Statements and Exhibits
(d)Exhibits
Exhibit No.Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SYNOVUS FINANCIAL CORP.
Date: December 18, 2024
By: /s/ Allan E. Kamensky
Name: Allan E. Kamensky
Title: Executive Vice President and General Counsel
          

Exhibit 99.1 Media Contact Audria Belton Media Relations media@synovus.com Synovus announces election of Greg Montana to its board of directors COLUMBUS, Ga., Dec. 18, 2024 — Synovus Financial Corp. (NYSE: SNV) has appointed Greg Montana, former executive vice president and chief risk officer of Fidelity National Information Services Inc., to its board of directors, effective Jan. 1, 2025. He will serve on the audit and risk committees. This appointment increases the Synovus board to 12 directors. Montana retired from FIS in April 2023. During his 11-year tenure with the company, he led teams of risk, security and compliance professionals. The teams managed and mitigated risks related to cybersecurity; operations; credit; compliance; regulatory; environmental, social and governance; business continuity; crisis management; third party and fraud for all business segments, including banking, payments and capital markets. Montana has more than 25 years of leadership and risk management experience, having served in roles at Bank of America, PayPal, Lloyds Banking Group, Deloitte Consulting and JPMorganChase. Montana is a certified chief information security officer and former board member of the Internet Security Alliance and the Financial Services Information Sharing and Analysis Center Sheltered Harbor organization. He serves on the board of directors for United Way of Northeast Florida and is an active member and former board chair of Jacksonville Catholic Charities. Montana earned an MBA from the Wharton School of the University of Pennsylvania and a bachelor’s degree from Boston College. “With Greg’s addition to our board, we continue to cultivate a broad set of skills and deep expertise on our board to drive our strategic vision forward,” said Synovus Chairman, CEO and President Kevin Blair. “His unparalleled expertise in risk, security and compliance strengthens our position as a trusted financial institution.” Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $60 billion in assets. Synovus provides commercial and consumer banking and a full suite of specialized products and services, including wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets and international banking. Synovus has branches in Georgia, Alabama, Florida, South Carolina and Tennessee. Synovus is a Great Place to Work- Certified Company. Learn more about Synovus at synovus.com. 

 
v3.24.4
Cover Page
Dec. 18, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 18, 2024
Entity Registrant Name Synovus Financial Corp.
Entity Incorporation, State or Country Code GA
Entity File Number 1-10312
Entity Tax Identification Number 58-1134883
Entity Address, Address Line One 1111 Bay Avenue
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Columbus
Entity Address, State or Province GA
Entity Address, Postal Zip Code 31901
City Area Code 706
Local Phone Number 641-6500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000018349
Amendment Flag false
Common Stock, $1.00 Par Value  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $1.00 Par Value
Trading Symbol SNV
Security Exchange Name NYSE
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D  
Entity Information [Line Items]  
Title of 12(b) Security Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Trading Symbol SNV-PrD
Security Exchange Name NYSE
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E  
Entity Information [Line Items]  
Title of 12(b) Security Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol SNV-PrE
Security Exchange Name NYSE
Synovus Financial (NYSE:SNV-E)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Synovus Financial Charts.
Synovus Financial (NYSE:SNV-E)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Synovus Financial Charts.