Diana Murphy

About Diana M. Murphy

Independent director of Synovus Financial Corp. since 2017; age 68; Managing Director of Rocksolid Holdings, LLC. Prior roles include President of the United States Golf Association and senior leadership in private equity and media. Education: bachelor’s degree from West Virginia University. Current external public company boards: AIG, Landstar System (non‑executive Chair), and Atlanta Braves Holdings, with extensive committee leadership spanning governance, audit, compensation, safety/risk, and strategic planning .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit; Corporate Governance & Nominating (Chair); Compensation & Human Capital; Executive .
• Independence: Board determined Diana M. Murphy is independent as of January 1, 2025 under NYSE and Synovus categorical standards .
• Attendance: Board held 12 meetings in 2024; all directors attended ≥75% of Board and committee meetings; average attendance 96%; all directors attended the 2024 annual meeting .
• Audit committee expertise: All six Audit Committee members are “audit committee financial experts” under SEC rules and financially literate; Audit Committee met 12 times plus two joint meetings with Risk in 2024 .
• Lead Independent Director/Executive sessions: Non‑management and independent directors meet after each regular Board meeting; Lead Director presides; duties include chairing executive sessions and shareholder engagement availability .
• Governance highlights: Prohibitions on hedging, pledging, short sales; annual elections; majority voting; robust self‑evaluations; stock ownership guidelines; mandatory director retirement upon later of age 72 or 7 years of service (not later than 75) .

Fixed Compensation

Notes:

• Directors may elect to defer cash compensation; 2024 deferral elections were made by Ms. Apter, Dr. Pastides, Mr. Storey, and Ms. Villoch (none disclosed for Murphy) .
• Director Stock Purchase Plan permits up to $5,000 per quarter contributions with a 15% company match; company contributions reported in “All Other Compensation” .

Performance Compensation

Additional details:

• Directors may defer equity under the Directors’ Deferred Compensation Plan; 2024 deferrals were elected by Ms. Apter, Mr. Storey, and Ms. Villoch (none disclosed for Murphy) .
• No option awards, PSUs, or performance‑metric‑based director equity awards are disclosed for non‑management directors in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Private equity leadership, risk management, and governance across multiple public boards .
• Audit, compensation, and governance committee experience; Audit Committee financial expertise designation as a committee member .
• Community and philanthropic board service; advisory experience in Synovus’ Sea Island market .

Equity Ownership

Stock Ownership Guidelines:

• Requirement: accumulate Synovus shares equal to ≥5x annual retainer over time; threshold of 1x within 3 years; 5 years to full compliance; all directors in compliance as of Dec 31, 2024 .

Governance Assessment

• Board effectiveness: Murphy chairs the Corporate Governance & Nominating Committee and serves on Audit, CHCC, and Executive, aligning with Synovus’ emphasis on independent oversight across risk, compensation, and governance; committee workloads were significant in 2024 (Audit: 12 meetings plus two joint with Risk; CGN: 6; CHCC: 6), supporting active engagement .
• Independence and attendance: Affirmed independent; Board attendance strong (≥75% for all; 96% average); participation at annual meeting, reinforcing investor confidence .
• Pay structure and alignment: 2024 director pay mix balanced cash ($127,500) and time‑vested RSUs ($110,000) with ownership guidelines at 5x retainer, a positive alignment signal; no performance‑metric‑based equity for directors, consistent with market practice .
• Ownership and pledging: Beneficial ownership of 26,603 shares and 9,638 RSUs as of Jan 31, 2025; policies prohibit hedging/pledging; no pledging indicated—reduces alignment risk .
• Related‑party exposure: Banking and services relationships with directors and affiliates occurred on market terms and were immaterial for independence; CGN oversees a formal related‑party policy—mitigates conflict risk .
• Compensation oversight quality: CHCC retains Meridian Compensation Partners as independent consultant; conflicts reviewed and none found; regular executive sessions and risk reviews—strong oversight .

RED FLAGS

• Multi‑board workload and multiple committee chairs across external boards may pose time‑commitment risk; ongoing strong attendance and committee activity at Synovus mitigates concern but should be monitored for capacity amid industry events .
• No performance‑based director equity (e.g., PSUs) may limit direct link to shareholder returns; however, robust ownership guidelines partially offset this .

Insider Trades and Section 16 Compliance

• Synovus reported timely Section 16(a) compliance for officers and directors in 2024; no delinquent filings disclosed .

Compensation Committee Analysis (Context)

• CHCC met 6 times in 2024; oversees executive and director compensation, incentive pay risk, succession planning, and human capital; independent consultant Meridian engaged with no conflicts identified .
• Governance and nomination processes include shareholder candidate consideration and periodic use of search firms; CGN also oversees corporate responsibility and Board/committee evaluations .

Related Party Transactions (Policy Overview)

• CGN administers a written related‑party transaction policy (> $120,000 threshold), with pre‑approved categories for ordinary‑course lending and certain charitable contributions; independence standards include materiality thresholds and look‑back periods .
• Ordinary‑course banking and services with directors/affiliates deemed on market terms and immaterial for independence .