DEF 14A of Synchrony Financial, Apr 25, 2024

DEF 14A of Synchrony Financial

Filed Apr 25, 2024 · FY20230001601712-24-000168

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | 2023 Executive Compensation | 51 | | Pay Versus Performance | 57 | | CEO Pay Ratio | 60 | | Independent Directors’ Compensation | 64 | | Equity Compensation Plan Information | 65 | | ITEM 4—APPROVAL OF THE SYNCHRONY FINANCIAL 2024 LONG-TERM INCENTIVE PLAN | 66 | | ITEM 5—APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT RECENTLY AMENDED DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION | 73 | | BENEFICIAL OWNERSHIP | 75 | | Related Person Transactions | 77 | | FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING | 78 | | Voting Information | 78 | | Proxy Solicitation and Document Request Information | 80 | | Information About Attending the 2024 Annual Meeting | 80 | | ADDITIONAL INFORMATION | 81 | | Other Business | 81 | | Annual Report and Company Information | 81 | | Stockholder Proposals for the 2025 Annual Meeting | 81 | | Important Notice Regarding Internet Availability of Proxy Materials for the 2024 Annual Meeting to be held on June 11, 2024 | 81 | | APPENDIX A: SYNCHRONY FINANCIAL 2024 LONG-TERM INCENTIVE PLAN | 82 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS We believe that our directors possess the highest personal and professional ethics, deep industry knowledge and expertise, and are committed to representing the long-term interests of our stockholders. We deliberately and thoughtfully formed a Board with diverse perspectives and experiences, which we believe is critical to effective corporate governance and to achieving our strategic goals. Five of our 10 directors are women and/or minorities; nine are independent; three are women and three are considered members of minority groups. The composition of the Board reflects distinct and varied professional experience and cognitive diversity.

  3. BOARD OF DIRECTORS DIVERSITY AND SKILLS MATRIX

    BOARD OF DIRECTORS DIVERSITY AND SKILLS MATRIX

  4. BOARD OF DIRECTORS DIVERSITY AND SKILLS MATRIX

    | | | FERNANDO AGUIRRE | PAGET ALVES | KAMILA CHYTIL | ARTHUR COVIELLO | BRIAN DOUBLES | ROY GUTHRIE | JEFFREY NAYLOR | BILL PARKER | LAUREL RICHIE | ELLEN ZANE | | | | | | | | | | | | | | | | GENDER DIVERSITY | | | | | | | | | | | | | MALE | ● | ● | | ● | ● | ● | ● | ● | | | | | FEMALE | | | ● | | | | | | ● | ● | | | ETHNIC DIVERSITY | | | | | | | | | | | | | BLACK OR AFRICAN AMERICAN | | ● | | | | | | | ● | | | | HISPANIC | ● | | | | | | | | | | | | WHITE/CAUCASIAN | | | ● | ● | ● | ● | ● | ● | | ● | | | FINANCIAL EXPERT | ● | ● | ● | ● | ● | ● | ● | | | ● | | | RISK EXPERT | | ● | | ● | ● | ● | ● | ● | | | | | FINANCIAL SERVICES INDUSTRY | | | ● | | ● | ● | ● | ● | | | | | C-SUITE EXPERIENCE | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | BRAND AND MARKETING | ● | | | | | | | | ● | | | | DIRECT CONSUMER/RETAILERS | ● | ● | ● | | | | ● | | ● | | | | GOVERNMENT/REGULATORY | ● | | | | ● | ● | | ● | | ● | | | HEALTHCARE | ● | | | | | | | | | ● | | | HUMAN CAPITAL/COMPENSATION | ● | | | | | ● | ● | | ● | ● | | | STRATEGIC PLANNING | ● | ● | | ● | ● | ● | ● | | ● | ● | | | TECH/DIGITAL/CYBER | | ● | ● | ● | | | | | | | | | OTHER PUBLIC COMPANY BOARD | ● | ● | | ● | | ● | ● | | ● | ● |

  5. BOARD OF DIRECTORS DIVERSITY AND SKILLS MATRIX

    | DIVERSITY | | | | | | | | | | DIRECTOR INDEPENDENCE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 OF 10 ARE FEMALE | | | | | | | | | | 9 OF 10 ARE INDEPENDENT | | | | | | | | | | | | | | | | | | | | | | | | DIRECTOR AGE | | | | | | | | | | | | | | 3 OF 10 ARE MINORITIES | | | | | | | | | | AVERAGE AGE 64 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 OF 10 ARE FEMALE AND/OR MINORITIES | | | | | | | | | | 44 | 45-48 | 49 | 50-63 | 64 | 65 | 66 | 67 | 68 | 69 | 70 | 71 | 72 | | | | | | | | | | | | YEARS | | | | | | | | | | | | |

  6. BOARD OF DIRECTORS DIVERSITY AND SKILLS MATRIX

    | BOARD QUALIFICATIONS | | | | | | | | | | | | | | COMMITTEE MEMBERSHIP | | | | | | NAME | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT | MDC | NCG | RISK | TECH | | Brian D. Doubles President and CEO of Synchrony Financial | 49 | 2021 | | | | | | | | Fernando Aguirre Former Chairman, President and CEO of Chiquita Brands International, Inc. | 66 | 2019 | | | ● | | | | | Paget L. Alves Former Chief Sales Officer of Sprint Corporation | 69 | 2015 | | | | ● | | | | Kamila Chytil Chief Operating Officer of DentaQuest LLC | 44 | 2022 | | ● | | | | ● | | Arthur W. Coviello, Jr. Former Executive Vice President of EMC Corporation; Former Executive Chairman of RSA Security, Inc. | 70 | 2015 | | | | | ● | | | Roy A. Guthrie Former CEO of Renovate America, Inc.; Former Executive Vice President and Chief Financial Officer of Discover Financial Services, Inc. | 70 | 2014 | | | | | | ● | | Jeffrey G. Naylor (Non-Executive Chair of the Board) Former CFO and Chief Administrative Officer of the TJX Companies, Inc. | 65 | 2014 | | ● | ● | | | | | P.W. “Bill” Parker Former Vice Chairman and Chief Risk Officer of U.S. Bancorp | 67 | 2020 | | | | ● | ● | | | Laurel J. Richie Former President of the Women’s National Basketball Association LLC | 65 | 2015 | | | | ● | | | | Ellen M. Zane Former President and CEO of Tufts Medical Center and Tufts Children’s Hospital | 72 | 2019 | | ● | ● | | | |

  7. BOARD OF DIRECTORS DIVERSITY AND SKILLS MATRIX

    | | Committee chair | ● | Committee member |

  8. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS The Board consists of 10 directors: our President and CEO, Brian D. Doubles, and nine directors who are “independent” under the listing standards of the New York Stock Exchange (“NYSE”) and our own independence standards set forth in our Governance Principles. The independent directors are Fernando Aguirre, Paget L. Alves, Kamila Chytil, Arthur W. Coviello, Jr., Roy A. Guthrie, Jeffrey G. Naylor, Bill Parker, Laurel J. Richie and Ellen M. Zane (together, the “Independent Directors”). Under our Bylaws, our directors will be elected annually by a majority of votes cast in uncontested elections. As discussed under Committees of the Board of Directors below, our Nominating and Corporate Governance Committee is responsible for recommending to our Board, for its approval, the director nominees to be presented for stockholder approval at each annual meeting.

  9. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS Each of the 10 director nominees (the “Director Nominees”) listed on the following pages is currently a director of the Company. The following biographies describe the business experience of each Director Nominee. Following the biographical information for each Director Nominee, we have listed specific qualifications that the Board considered in determining whether to recommend that the director be nominated for election at the Annual Meeting. If elected, each of the Director Nominees is expected to serve for a term of one year or until their successors are duly elected and qualified. The Board expects that each of the Director Nominees will be available for election as a director. However, if by reason of an unexpected occurrence one or more of the Director Nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute Director Nominees as the Board may nominate.

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | THE BOARD RECOMMENDS A VOTE FOR the following nominees for election as directors. |

  11. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | BRIAN D. DOUBLES | | | PRESIDENT AND CHIEF EXECUTIVE OFFICER | | | Mr. Doubles, 49, has been our CEO and a director since April 2021 and our President since May 2019. He has also been a member of the board of directors of Synchrony Bank (the “Bank”) since 2009. Mr. Doubles previously served as our Executive Vice President and CFO from February 2014 to April 2019. Prior to Synchrony’s founding, Mr. Doubles served in various roles of increasing responsibility and management at the General Electric Company (“GE”). Mr. Doubles is a member of the Business Roundtable and Bank Policy Institute. Mr. Doubles received a B.S. in Engineering from Michigan State University. We believe that Mr. Doubles should serve as a member of the Board due to his extensive experience in the retail finance business, his risk expertise, and the perspective he brings as our President and CEO. | |

  12. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | | | | Mr. Aguirre, 66, has been a director since July 2019. He served as President and CEO of Chiquita Brands International, Inc. from January 2004 to October 2012 and also served as Chairman from May 2004 to October 2012. Prior to that, Mr. Aguirre held various global marketing and management roles at Procter & Gamble from 1980 to 2004. Mr. Aguirre is currently on the boards of directors of CVS Health, a publicly-traded American healthcare company that owns CVS Pharmacy, CVS Caremark, and Aetna; and Barry Callebaut, a publicly-traded company which is one of the world’s largest cocoa processors and chocolate manufacturers. He previously served on other boards including Aetna, Inc., Coca-Cola Enterprises, and Levi Strauss & Co. Mr. Aguirre is currently the Owner & CEO of the Erie SeaWolves Minor League Baseball team, the double AA affiliate of the Detroit Tigers. He also owns a minority stake in the Myrtle Beach Pelicans, a low A affiliate of the Chicago Cubs. A native of Mexico, Mr. Aguirre is a prominent figure in the Hispanic community, recognized as one of the 100 Influentials by Hispanic Business Magazine and honored with the Hispanic Heritage Leadership Award by the NFL. Mr. Aguirre received a B.S. from Southern Illinois University Edwardsville. We believe that Mr. Aguirre should serve as a member of the Board due to his significant knowledge and experience in the areas of leadership, strategy, digital marketing, branding, and communications, as well as his extensive experience as chair and CEO of a large publicly-traded company and as a director of other publicly-traded companies. | Mr. Alves, 69, has been a director since November 2015 and was a non-voting Board observer from July 2015 to November 2015. He has also been a member of the Board of Directors of the Bank since January 2017. He served as Chief Sales Officer of Sprint Corporation, a wireless and wireline communications services provider, from January 2012 to September 2013 after serving as President of that company’s Business Markets Group from 2009 to 2012. Prior thereto, Mr. Alves held various positions at Sprint Corporation, including President, Sales and Distribution, from 2008 to 2009; President, South Region, from 2006 to 2008; Senior Vice President, Enterprise Markets, from 2005 to 2006; and President, Strategic Markets, from 2003 to 2005. Between 2002 and 2003, he served as President and Chief Operating Officer of Centennial Communications Corporation and from 2000 to 2001 served as President and CEO of PointOne Telecommunications, Inc. Mr. Alves currently serves on the boards of directors of Assurant, Inc., a publicly-traded global provider of risk management products and services; and Yum! Brands, Inc., a publicly-traded company that develops, operates, franchises, and licenses a system of quick-service restaurants. Mr. Alves also serves on two private company boards: Sorenson Communications (Chairman) and Ariel Alternatives. Mr. Alves served on the board of International Game Technology PLC, a manufacturer and distributor of microprocessor-based gaming and video lottery products and software systems from 2015 to 2020. He previously served on the boards of directors of GTECH Holdings Corporation from 2005 to 2006; Herman Miller, Inc. from 2008 to 2010; and International Game Technology Inc. from 2010 to 2015. In 2017 and 2021, Savoy magazine recognized Mr. Alves among Savoy’s Most Influential Black Corporate Directors. Mr. Alves received a B.S. in Industrial and Labor Relations and a J.D. from Cornell University. We believe that Mr. Alves should serve as a member of the Board due to his executive management and leadership experience, including leadership roles with technology companies, his extensive background in sales, his financial expertise and his experience with strategic and business development. He also has experience with strategic corporate transactions, including mergers and acquisitions. The Board has determined that Mr. Alves qualifies as an “audit committee financial expert” as defined in Item 407(d) (5) of Regulation S-K. |

  13. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | | | | Ms. Chytil, 44, has been a director since April 2022. Ms. Chytil has been the Chief Operating Officer of DentaQuest LLC, a private equity backed oral healthcare company, since March 2021. From October 2019 to March 2021, she served as the Chief Operating Officer of MoneyGram International, a public crossborder P2P payments and money transfer company. From May 2016 to October 2019, she served as MoneyGram’s Chief Global Operations Officer, and from May 2015 to May 2016 as its Senior Vice President of Key Partnerships and Payments. From August 2004 to March 2015, Ms. Chytil held various positions of increasing responsibility at FIS, a Financial Technology (FinTech) corporation that offers a wide range of financial products and services. At FIS, she served in multiple risk management, analytics, and operational roles, including Senior Vice President and General Manager of Retail Payments, focusing on traditional financial services as well as retail and underbanked focused financial products. From January 2003 to August 2004, she served as a Business Analyst at Danka Office Imaging Company and from May 2000 to January 2003 she served as an Account Manager at Capital One Financial Corporation. Ms. Chytil served as a board member for MoneyGram Foundation from 2019 to 2021; MoneyGram Poland from 2016 to 2021; and MoneyGram Payment Systems, Inc. from 2017 to 2021. In 2020, Ms. Chytil contributed to multiple articles on digital transformation in Forbes FinTech. In 2016 she was voted Woman of the Year in Business, Poland; and in 2017, she was awarded the Dallas Business Journal 40 under 40 award and she was chosen by PaymentSource as 1 of 25 Most Influential Women in Payments. Ms. Chytil earned a B.S. in International Business and Finance from the University of Tampa and an M.B.A. from the University of Florida. We believe that Ms. Chytil should serve as a member of the Board due to her executive management and leadership experience, and her extensive background in consumer finance, technology and operations. The Board has determined that Ms. Chytil qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. | Mr. Coviello, 70, has been a director since November 2015 and was a non-voting Board observer from July 2015 to November 2015. He has also been a member of the Board of Directors of the Bank since January 2017. Since 2015, he has been an independent cybersecurity consultant and since August 2022 has served as a Managing Partner of SYN Ventures, a venture capital firm specializing in investing in cybersecurity companies. He served as Executive Vice President of EMC Corporation, an IT infrastructure company, and Executive Chairman of RSA Security, Inc. (“RSA”), the Security Division of EMC Corporation and a provider of security, risk and compliance solutions, from 2011 to 2015, after serving as Executive Vice President and President of RSA from 2006 to 2011. Prior thereto, Mr. Coviello held various executive positions at RSA, including President and CEO from 2000 to 2006, and President from 1999 to 2000. Prior to RSA, he had extensive financial and operating management expertise in several technology companies. Mr. Coviello currently serves on the boards of directors of Tenable Holdings, Inc., a publicly-traded provider of Cyber Exposure solutions, which is a discipline for managing and measuring cyber security risk; and three private software companies, Oomnitza, Inc., Phosphorous Security Inc, and RegScale, Inc. Mr. Coviello previously served on the boards of directors of several public companies: Epiphany Technology Acquisition Corp., Mandiant, Inc., EnerNOC, Inc., and Gigamon, Inc. He received a B.B.A. in Accounting from the University of Massachusetts, Amherst. We believe that Mr. Coviello should serve as a member of the Board due to his leadership experience, including as CEO of a publicly-traded company, his extensive financial expertise and accounting background and his considerable experience in technology and cybersecurity. |

  14. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | | | | Mr. Guthrie, 70, joined our Board and the Board of Directors of the Bank in connection with our IPO in July 2014. From October 2017 to September 2018, Mr. Guthrie served as CEO of Renovate America, Inc., a privately owned financial services company. From July 2005 to January 2012, Mr. Guthrie served as Executive Vice President, and from July 2005 to May 2011 as CFO of Discover Financial Services, Inc., a direct banking and payments company. From September 2000 to July 2004, he served as President and CEO of various businesses of Citigroup Inc., including CitiFinancial International from 2000 to 2004 and CitiCapital from 2000 to 2001. From April 1978 to September 2000, Mr. Guthrie served in various roles of increasing responsibility at Associates First Capital Corporation. Mr. Guthrie serves on the boards of directors of Mr. Cooper Group, Inc., a publicly-traded originator and servicer of real estate mortgage loans; and OneMain Holdings, Inc., a publicly-traded financial services company. He previously served on the boards of directors of Cascade Acquisition Corporation, LifeLock, Inc., and Garrison Capital Inc. During his tenure with Discover Financial Services, Inc., he also served on the board of directors of Discover Bank. Mr. Guthrie received a B.A. in Economics from Hanover College and an M.B.A. from Drake University. We believe that Mr. Guthrie should serve as a member of the Board due to his leadership experience, including as CFO of two publicly-traded companies and as a director of other publicly-traded companies, financial expertise and accounting background, risk management experience and extensive experience in consumer finance (including the private-label credit card industry), including more than 30 years of experience in finance and/or operating roles. | Mr. Naylor, 65, was appointed non-executive Chair of the Board in April 2023. Mr. Naylor previously served as Lead Independent Director of the Board from April 2021 to April 2023. He joined our Board and the board of directors of the Bank in connection with the IPO in July 2014. From February 2013 to April 2014, Mr. Naylor served as Senior Corporate Advisor of the TJX Companies, Inc., a retail company of apparel and home fashions. From January 2012 to February 2013, Mr. Naylor served as Senior Executive Vice President and CAO of the TJX Companies, Inc.; from February 2009 to January 2012, he served as its Senior Executive Vice President, Chief Financial and Administrative Officer; from June 2007 to February 2009, he served as its Senior Executive Vice President, Chief Administrative and Business Development Officer; from September 2006 to June 2007, he served as its Senior Executive Vice President, Chief Financial and Administrative Officer; and from February 2004 to September 2006, he served as its CFO. From September 2001 to January 2004, Mr. Naylor served as Senior Vice President and CFO of Big Lots, Inc. From September 2000 to September 2001, Mr. Naylor served as Senior Vice President, Chief Financial and Administrative Officer of Dade Behring, Inc. From November 1998 to September 2000, he served as Vice President, Controller of The Limited, Inc. Mr. Naylor serves on the boards of directors of two public companies: Dollar Tree, Inc., an operator of discount variety stores; and Wayfair, Inc., an e-commerce retailer of home furnishings and decor. Mr. Naylor received a B.A. in Economics and Political Science from Northwestern University and an M.B.A. from the J.L. Kellogg Graduate School of Management. We believe that Mr. Naylor should serve as a member of the Board due to his executive management and leadership experience, including as CFO of a publicly-traded company and as a director of other publicly-traded companies, his extensive financial expertise and accounting background, and his considerable experience accumulated over the course of 25 years in the retail and consumer goods industries. The Board has determined that Mr. Naylor qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. |

  15. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | | | | Mr. Parker, 67, has been a director since July 2020. Mr. Parker served as Vice Chairman and Chief Risk Officer of U.S. Bancorp from December 2013 to September 2018. From October 2007 until December 2013 he served as Executive Vice President and Chief Credit Officer of U.S. Bancorp. From March 2005 until October 2007, he served as Executive Vice President of Credit Portfolio Management of U.S. Bancorp, having served as Senior Vice President of Credit Portfolio Management of U.S. Bancorp since January 2002. Mr. Parker currently serves on the board of directors of S&P Global Ratings, a fully owned division of S&P Global Inc. He previously served on the board of directors of U.S. Bank National Association from January 2011 to October 2018. Mr. Parker serves as a member of the capital campaign committees for The Arts Partnership, a nonprofit collaboration of four performing arts organizations in Minnesota, and CommonBond Communities, a nonprofit organization that provides affordable housing options in the Upper Midwest. Mr. Parker received a B.A. from Amherst College and an M.B.A. from the Tuck School of Business at Dartmouth. We believe that Mr. Parker should serve as a member of the Board due to his leadership experience, and his extensive background in risk management and deep expertise in credit. | Ms. Richie, 65, has been a director since November 2015 and was a non-voting Board observer from July 2015 to November 2015. She has also been a member of the Board of Directors of the Bank since April 2021. Ms. Richie served as President of the Women’s National Basketball Association LLC, a professional sports league, from 2011 to 2015. From 2016 to 2018, Ms. Richie served as a brand consultant for Teach For America, and from 2008 to 2011, Ms. Richie served as Chief Marketing Officer of Girl Scouts of the United States of America. From 1984 to 2008, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and member of the agency’s Operating and Diversity Advisory Boards. Ms. Richie is currently engaged by several Fortune 100 companies to advise c-suite executives on matters of personal leadership and corporate culture. Ms. Richie serves on the boards of directors of two public companies: Bright Horizons, a provider of high-quality education and childcare; and Hasbro, a global toy and game company whose mission is to entertain and connect fans through storytelling and play. She also serves as an independent director at SeatGeek, a closely held private corporation. Ms. Richie has been recognized as one of the 25 Most Influential Women in Business by The Network Journal, one of the Most Influential African Americans in Sports by Black Enterprise, and one of the Most Influential Black Corporate Directors by Savoy magazine. She is the recipient of numerous awards including Sports Business Journal’s Game Changer Award and Ebony magazine’s Outstanding Women in Marketing and Communications Award. Ms. Richie received a B.A. in Policy Studies from Dartmouth College. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and her alma mater where she served as Chair of the Board from 2017 to 2021. We believe that Ms. Richie should serve as a member of the Board due to her executive management and leadership experience and her considerable experience in communications and marketing. |

  16. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | | | Ms. Zane, 72, has been a director since February 2019 and was a non-voting Board observer from October 2018 to February 2019. She has also been a member of the Board of Directors of the Bank since May 2022. She currently serves as CEO Emeritus at Tufts Medical Center and Tufts Children’s Hospital, and from 2004 to 2011, she served as its President and CEO. From 1994 to 2004, Ms. Zane served as Network President for Mass General Brigham (formerly Partners Healthcare System), a physician/hospital network sponsored by the Harvard affiliated Massachusetts General Hospital and Brigham and Women’s Hospital. Prior to 2004, Ms. Zane served as the CEO of Quincy Hospital. Ms. Zane serves on the boards of directors of Boston Scientific Corporation, a publicly-traded manufacturer of medical devices, and Haemonetics Corporation, a publicly-traded global medical device company and provider of blood and plasma supplies and services. She previously served on the board of directors of Azenta Life Sciences (formerly Brooks Automation), a publicly-traded provider of biostorage and life sciences solutions. Ms. Zane received a Bachelor of Arts from George Washington University and a Master of Arts from Catholic University of America. She has an Advanced Professional Director Certification from the American College of Corporate Directors and she holds the following honorary degrees: Doctorate of Humane Letters from University of Massachusetts—Dartmouth; Doctorate of Commercial Science from Bentley University; Doctorate of Business Administration from Stonehill College; and Doctorate of Humane Letters from Curry College. We believe that Ms. Zane should serve as a member of the Board due to her executive experience in the healthcare industry, including as the CEO of a large medical center, in addition to her financial expertise and substantial experience as a director at other public companies. The Board has determined that Ms. Zane qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. |

  17. QUALIFICATIONS OF DIRECTORS

    QUALIFICATIONS OF DIRECTORS Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Company will endeavor to have a Board representing a range of experience at policy-making levels in areas that are relevant to the Company’s activities. The Nominating and Corporate Governance Committee takes into account a candidate’s ability to contribute to the diversity on the Board. It considers each candidate’s and the existing Board members’ race, ethnicity, gender, age, cultural background and professional experience. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. Our Governance Principles maintain that directors who also serve as CEOs or in equivalent positions should not serve on more than two boards of public companies in addition to the Company’s Board, and other directors should not serve on more than three boards of public companies in addition to the Company’s Board. Pursuant to our Company’s Governance Principles, when a director’s principal occupation or job responsibilities change significantly during his or her tenure as a director, that director shall tender his or her resignation for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will recommend to the Board the action, if any, to be taken with respect to the resignation. The Board does not believe that arbitrary term limits on directors’ service are appropriate, nor does it believe that directors should expect to be renominated annually until they reach the mandatory retirement age. The Nominating and Corporate Governance Committee will evaluate each director in connection with his or her renomination for election at each annual meeting of stockholders. Except in special circumstances, directors will not be nominated for election to the Board after their 75th birthday.

  18. PROCESS FOR REVIEWING, IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

    PROCESS FOR REVIEWING, IDENTIFYING AND EVALUATING DIRECTOR NOMINEES The Nominating and Corporate Governance Committee is responsible for reviewing, identifying, evaluating and recommending director nominees to the Board after considering the qualifications described above and set forth in the Company’s Governance Principles. Upon recommendation of the Nominating and Corporate Governance Committee, the Board proposes a slate of nominees to the stockholders for election to the Board. Between annual stockholder meetings, the Board may fill vacancies and newly created directorships on the Board with directors who will serve until the next annual meeting. Other stockholders may also propose nominees for consideration by the Nominating and Corporate Governance Committee by submitting the names and other supporting information required under our Bylaws to: Corporate Secretary, Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut 06902. The Nominating and Corporate Governance Committee will apply the same standards in considering director candidates recommended by stockholders that it applies to other candidates. In addition to recommending director candidates to the Nominating and Corporate Governance Committee, stockholders may also, pursuant to procedures established in our Bylaws, directly nominate one or more director candidates to stand for election by the stockholders. For information on how to nominate a person for election as a director at the 2025 Annual Meeting of Stockholders, including through the proxy access right to include such nominees in the Company’s proxy materials, please see the discussion under the heading “Additional Information—Stockholder Proposals for the 2025 Annual Meeting.”

  19. MANAGEMENT

    MANAGEMENT The following table sets forth certain information concerning our current executive officers (other than Mr. Doubles): Alberto Casellas, Curtis Howse, Carol Juel, David P. Melito, Jonathan S. Mothner, Maran Nalluswami, Bart Schaller, and Brian J. Wenzel, Sr. For information concerning Mr. Doubles, see “Corporate Governance—Election of Directors.”

  20. MANAGEMENT

    | NAME AND PRESENT POSITION WITH THE COMPANY | AGE, PERIOD SERVED IN PRESENT POSITION AND OTHER BUSINESS EXPERIENCE | | Alberto Casellas Executive Vice President and CEO— Health & Wellness | Mr. Casellas, 57, has been the Executive Vice President and CEO of our Health & Wellness platform since June 2021. Prior to that he served as CEO of Synchrony’s CareCredit platform from January 2019 to June 2021. He previously served as our Executive Vice President and Chief Customer Engagement Officer from November 2016 to December 2018 and as our Senior Vice President, Retail Card Client Initiatives Group from March 2014 to November 2016. Mr. Casellas joined GE in 1990 and held various leadership roles of increasing responsibility in sales, operations, and P&L including Vice President & General Manager, Retail Card Portfolios, leading several client relationships out of the San Francisco Bay Area from 2004 to 2014; Site Operations Leader in Charlotte, NC under GE Capital’s Consumer Finance from 2002 to 2004; Leader of the e-Business initiative for GE Structured Services from 1999 to 2002; and General Manager, GE Supply South America Operations in Sao Paulo, Brazil and Buenos Aires, Argentina from 1997 to 1999. Mr. Casellas serves on the Board of Directors of Domus Kids, a Stamford, CT nonprofit organization that helps thousands of the Stamford area’s most vulnerable youth experience success. He is also the Executive Sponsor of Synchrony’s Hispanic Network+. Mr. Casellas received a B.A. in Economics from Yale University. | | Curtis Howse Executive Vice President and CEO—Home & Auto | Mr. Howse, 60, has been our Executive Vice President and CEO of our Home & Auto platform since June 2021. Mr. Howse served as the Executive Vice President and CEO of our Payment Solutions platform and our Chief Commercial Officer from January 2021 to May 2021. Prior to this role, Mr. Howse led Synchrony’s Direct to Consumer efforts from October 2018 to December 2020 and was Senior Vice President and General Manager of the Diversified Client Group at Synchrony from April 2011 to September 2018. Before Synchrony’s separation from GE in 2015, Mr. Howse held roles in operations, business development and client development at GE Consumer Finance, and led various business divisions in the U.S., Argentina, Brazil, Canada and Mexico. Mr. Howse received a bachelor’s degree in computer information systems from DeVry University. Mr. Howse is the executive sponsor of Synchrony’s Black Experiences Diversity Network, and a former global operating leader for GE’s African American Forum. He currently serves on the American Bankers Association Card Policy Council, HBCU Partnership Challenge and is a Congressional Black Caucus intern sponsor. Mr. Howse is also a member of the Executive Leadership Council, an inductee to the Arkansas Black Hall of Fame and has been named one of Savoy Magazine’s Most Influential Black Executives in Corporate America. | | Carol Juel Executive Vice President, Chief Technology and Operating Officer | Ms. Juel, 51, has been our Executive Vice President, Chief Technology & Operating Officer of Synchrony since June 2021. She served as our Executive Vice President & Synchrony’s Chief Information Officer from July 2014 to May 2021. Prior to Synchrony’s separation from GE, Ms. Juel served as Chief Information Officer of GE Capital Retail Finance from November 2011 to June 2014. In her tenure with GE, she held a variety of senior technology leadership roles in governance, security, business development, digital and marketing from May 2004 to October 2011. Before joining GE, Carol was a technology consultant at Accenture from August 1995 to April 2004. Ms. Juel serves as the executive sponsor of Synchrony’s Women’s Network. She currently serves on the board of Brighthouse Financial and is board chair of Girls Who Code, a nonprofit helping to close the gender gap in technology. She is a member of the Advisory Board for the School of Engineering at the University of Connecticut, a member of the CNBC Technology Executive Council and a member of the Fast Company Impact Council. Ms. Juel was honored by American Banker as a Most Powerful Woman in Banking Standout in 2021, by the National Diversity Council as one of the Most Powerful Women in Technology in 2021, by ORBIE as the 2019 CIO of the Year and was named one of the most “Influential Women in Payments” by PaymentsSource in 2016 and 2017. Ms. Juel earned a bachelor’s degree from the College of the Holy Cross. | | David P. Melito Senior Vice President, Chief Accounting Officer and Controller | Mr. Melito, 58, has been our Senior Vice President, Chief Accounting Officer and Controller since February 2014. Prior to this role, he served as Controller for GE’s North American retail finance business from March 2009 to January 2014. From January 2008 to March 2009, Mr. Melito served as Global Controller, Technical Accounting for GE Capital Aviation Services. From January 2001 to January 2008, Mr. Melito served as Global Controller, Technical Accounting for GE Capital Commercial Finance. Prior to that, Mr. Melito worked in public accounting. Mr. Melito received a B.A. in Accounting from Queens College, City University of New York, and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. | | Jonathan S. Mothner Executive Vice President, Chief Risk and Legal Officer | Mr. Mothner, 60, has been our Executive Vice President, Chief Risk and Legal Officer since November 2023. He previously served as our Executive Vice President, General Counsel and Secretary from February 2014 to October 2023. Mr. Mothner served as General Counsel for GE’s North American retail finance business from January 2009 to January 2014 and the Bank from September 2011 to January 2014. From December 2005 to July 2009, Mr. Mothner served as Chief Litigation Counsel and Chief Compliance Officer of GE’s global consumer finance business. From June 2004 to December 2005, Mr. Mothner served as Chief Litigation Counsel and head of the Litigation Center of Excellence of GE Commercial Finance. From May 2000 to June 2004, Mr. Mothner served as Litigation Counsel of GE’s global consumer finance business. Prior to joining GECC, Mr. Mothner served in various legal roles in the U.S. Department of Justice and a private law firm. Mr. Mothner received a B.A. in Economics from Hobart College and a J.D. from New York University School of Law. | | Maran Nalluswami Executive Vice President and CEO—Diversified & Value and Lifestyle | Mr. Nalluswami, 48, has been our Executive Vice President and CEO of our Diversified & Value and Lifestyle platforms and Business Development since January 2023. From June 2021 to January 2023, Mr. Nalluswami served as Senior Vice President of our Diversified & Value platform. Prior to that, he served as Senior Vice President and General Manager of the Sam’s Club relationship from October 2017 to June 2021 and Senior Vice President and General Manager of Synchrony’s Payment Solutions Lifestyle Markets from April 2016 to October 2017. Mr. Nalluswami served in various roles of increasing responsibility at GE Capital from 1999-2016, including sales, audit, marketing and finance. Mr. Nalluswami received a Bachelor of Engineering from the University of Maryland College Park in 1999. |

  21. MANAGEMENT

    | NAME AND PRESENT POSITION WITH THE COMPANY | AGE, PERIOD SERVED IN PRESENT POSITION AND OTHER BUSINESS EXPERIENCE | | Bart Schaller Executive Vice President and CEO—Digital | Mr. Schaller, 55, has been our Executive Vice President and Chief Executive Officer of our Digital platform since June 2021. Prior to this role, Mr. Schaller was the Chief Marketing Officer of Synchrony from May of 2016 to June of 2021. From March of 2014 to May 2016, he led Synchrony’s Business Development team where he oversaw new partner programs, sales activities, strategic investments, and mergers and acquisitions opportunities, including Synchrony’s corporate venture team. Prior to Synchrony’s separation from GE, Mr. Schaller was Vice President and General Manager for GE Retail Consumer Finance from February of 2005 to March of 2014. Mr. Schaller is an executive sponsor of Synchrony’s EnAbled+ Network, one of eight Synchrony diversity networks that promote diversity and inclusion throughout the company. Mr. Schaller earned a bachelor’s degree in business administration from Southern Methodist University, where he serves on the Cox School of Business Alumni Board. | | Brian J. Wenzel, Sr. Executive Vice President, Chief Financial Officer | Mr. Wenzel, 56, has been our Chief Financial Officer since May 2019. Prior to that he served as SVP and Deputy Chief Financial Officer from April 2018 to April 2019 and as Chief Financial Officer for our Retail Card platform from September 1998 to April 2018. Earlier in his career, Mr. Wenzel held Chief Financial Officer roles in Business Development, Growth & Investments for Synchrony and for GE’s Treasury & Global Funding Operation. He was also an Assistant Controller for GE’s Consumer North American Finance Business. Prior to GE, Mr. Wenzel worked at PricewaterhouseCoopers from 1989 to 1993 and held various roles in a start-up healthcare venture from 1993 to 1998. Mr. Wenzel received a B.S. from Marist College and is a CPA. |

  22. SUPPORTING EMPLOYEES AND COMMUNITIES THROUGH EQUITY, DIVERSITY AND INCLUSION

    SUPPORTING EMPLOYEES AND COMMUNITIES THROUGH EQUITY, DIVERSITY AND INCLUSION We are committed to creating an environment that is inclusive and helps everyone be their best. Our Equity, Diversity, Inclusion and Citizenship programs aim to evolve the workforce to reflect the diversity of the populations in the communities we serve, nurture a culture of inclusion where employees are valued as their authentic selves, and increase access to education for those who need it most. These are some of our programs: Pay Equity – Since 2018, Synchrony has hired an independent third party to analyze pay equity for all employees. In 2023, Synchrony continued our annual practice of reviewing the Company’s pay equity for all employees globally, including base pay, cash incentive plans, and stock-based compensation. The third-party analysis in 2023 continued to support our goal to maintain 100% pay equity for employees across genders globally and across racial/ethnic groups in the United States, as well as our commitment to improve Synchrony’s compensation processes to better support equity. Synchrony is committed to continuing our global pay equity analysis and disclosing the results each year. New Way of Working – Realizing that employees have diverse needs and to help all employees feel included in Synchrony’s culture, the Company continues to provide choice and flexibility on where employees work. Feedback from our workforce and externally by potential employees wanting to work at a company with an inclusive culture has been very positive. In 2023, our voluntary turnover in the United States was over 40% lower than pre-pandemic levels, our applicant pools for exempt roles nearly doubled pre-pandemic levels, and business results continued to improve in spite of challenging economic conditions. Inclusive Culture – At Synchrony, we believe in a strong employee culture that supports EDIC and bolsters business results by: •Attracting and retaining top talent who are looking for a supportive and engaging workplace. This has helped mitigate turnover and improve employee retention. •Boosting employee morale and engagement, which leads to higher productivity and better job performance. •Improving teamwork and collaboration, which can lead to better problem-solving, more efficient decision-making, and improved results. •Building a positive Company reputation, which helps attract top talent, new customers, investors, and business partners. Diversity – In 2023, we published our first Diversity Report that provides transparency and a holistic overview of our diversity accomplishments and program. Our ability to cultivate and sustain a diverse workforce that reflects our customers and communities we serve, combined with our focus to hire the most qualified candidate for each role, is what drives our approach. In 2023, we had a year-over-year increase in diverse demographics driven in part by increasing representation of Blacks and Hispanics at Vice President and above levels in the United States and increasing the number of females in Vice President and above roles globally. As of December 2023, our workforce in the United States comprised 50% non-white, including 19% Black, 17% Hispanic, 7% Asian and globally, 61% female. Other initiatives include: •Diverse Pipeline – In 2023, we expanded our development programs designed to increase our pipeline for executive roles in the Company by including more diverse populations. •Supplier Diversity – Our continued efforts to support diverse suppliers have increased diverse representation in companies included in our Request for Proposals (“RFPs”). In 2023, we achieved a 15% increase from prior year in the number of diverse suppliers included in RFPs. Of the diverse suppliers included in RFPs, we increased the total number of diverse suppliers by 26% – from 62 to 78. As a result, we ended 2023 with our diverse supplier spend increasing by 95% from 2022. •Investing in Diverse Startups – Synchrony announced a $100 million commitment in Ariel Alternatives’ Project Black Fund, which aims to scale sustainable minority-owned businesses and position them as leading suppliers to Fortune 500 companies. Project Black invests in middle-market companies that are not currently minority owned, as well as existing Black- and Hispanic-owned businesses, providing capital, resources and minority executive talent. Under Project Black’s ownership, these companies are expected to be transformed into certified minority business enterprises (“MBEs”) of scale to fuel Fortune 500 vendor and supply chain diversity. Synchrony, along with other investors, plans to explore collaboration opportunities with portfolio company management teams to pursue growth strategies. In addition to our $100 million commitment to Project Black, Synchrony Ventures has committed $45 million to venture capital funds led by diverse partners with a track record of investing in minority-owned start-ups since 2021. In 2020, the Synchrony Foundation committed $5 million over four years to support funding of small business. In 2023, $1 million of this commitment went to support Operation Hope which offers technical support and financial counseling to small business owners. Synchrony was recognized for its work by the Executive Leadership Council (ELC), as their 2023 Corporate Award recipient for outstanding commitment to achieving DEI. Synchrony has made EDIC a continued priority for the Company by creating a culture that enables every colleague to be their complete, authentic self-evidenced by our Great Place to Work® rankings, pay equity results, low turnover, and large candidate pools for open positions. Our focus on supporting our employees and enhancing their engagement has led the Company to once again be recognized as a Great Place to Work® on Fortune’s Best Companies to Work For® list, which uses employee feedback as a core criterion. Synchrony has moved up the list every year since 2019 and we're now in the Top 5 in the United States. Great Place to Work® also ranked Synchrony in the top spot in the Philippines and number five in India. Overall, 95% of employees say Synchrony is a great place to work, compared to 57% at a typical U.S. company.

  23. BEST PRACTICE COMPENSATION PROGRAMS AND POLICIES

    | WHAT WE DO | | | | Substantial portion of executive pay based on performance against goals set by the MDCC | | | Risk governance framework underlies compensation decisions | | | Stock ownership requirements for executive officers | | | Minimum vesting of 12 months for any options or stock appreciation rights | | | Minimum vesting of 12 months for any restricted stock units (“RSUs”) | | | Greater percent of equity grants in Long-Term Performance Share Units (“PSUs”) (55% of the LTI mix) | | | Compensation subject to claw-back in the event of misconduct in addition to “no fault” in the case of financial restatements for all NEOs | | | Limited perquisites | | | Peer company benchmarking, targeting median among peers with additional consideration based on the size, scope and impact of role, market data, leadership skills, length of service and both company and individual performance and contributions | | | Double-trigger vesting of equity and long-term incentive plan awards upon change in control | | | Annual “Say-on-Pay” vote frequency | | | Independent compensation consultant advises the MDCC | | | Include relative performance metric via Total Shareholder Return modifier on long-term performance awards linked to stockholder returns relative to peers | | | Significant portion of incentive compensation mix in equity |

  24. BEST PRACTICE COMPENSATION PROGRAMS AND POLICIES

    | WHAT WE DON’T DO | | | | No hedging or pledging, short selling, or option trading of Company stock | | | No employment agreements for executive officers | | | No tax gross-ups on perquisites for executive officers | | | No cash buyouts of stock options or stock appreciation rights with exercise prices that are not in-the-money | | | No payout of dividends on unvested equity prior to the vesting date | | | No backdating or repricing of stock option awards | | | No CIC excise tax gross-ups for executive officers |

  25. ANNUAL INCENTIVE

    ANNUAL INCENTIVE Annual incentive awards to our NEOs (and approximately 4,900 other employees) are made pursuant to Synchrony’s Annual Incentive Plan (“AIP”) with metric weightings and specific goals for threshold, target and maximum payout levels set in January or February each year. Target incentive opportunities are based on market practices for an officer’s role balanced against internal importance of the role. In January 2023, the MDCC approved the metrics for Synchrony’s AIP consistent with the prior year based on two weighted quantitative metrics and one qualitative metric with defined goals outlined below. We believe these metrics promote a balanced focus on profit, growth, risk, expenses, strategy and culture. •PPNR (Pre-Provision Net Revenue less Net Charge-Offs – 50% weighting) — a quantitative metric that aligns the interests of executives with the interests of stockholders with a metric focused on pre-tax earnings that neutralizes the impact of change in reserves, but continues to capture credit quality through a reduction of actual charge offs. This metric also mitigates volatility in earnings and more closely aligns management decisions with goals and payouts. •Average Receivables Growth (30% weighting) — a quantitative metric that focuses executives on expanding the business to drive future earnings. •Strategy and Culture (20% weighting) — a qualitative metric that drives accountability to a framework focused on goals – approved by the Committee – related to Synchrony’s culture and strategic results. The framework for this metric includes multiple areas of focus including Strategic Impact, New Way of Working, Diversity, Equity, Inclusion and Citizenship, Employee Support and Engagement, and Social Responsibility which are closely aligned to company values. The goals for this metric are approved by the Committee and include targets for product distribution, capital, efficiency, representation, and culture improvement. The MDCC established minimum, target and maximum performance levels based on Synchrony’s business plan and financial and economic outlook for the industry. Additionally, goals considered (i) historical performance for Synchrony and our peers, (ii) achieving our operating plan and/or (iii) exceeding prior year performance after reflecting accounting or other governance changes. The Annual Incentive Plan metrics, weights, and goals, approved at the January 2023 MDCC meeting and performance against those goals are shown below:

  26. ANNUAL INCENTIVE

    | | | GOALS | | | ASSOCIATED PAYOUT | | | CALCULATION | | | METRIC | WEIGHT | MIN | TARGET | MAX | MIN | TARGET | MAX | 2023 PERFORMANCE | 2023 WEIGHTED PAYOUT | | PPNR minus Charge-Offs | 50% | $2,750 | $3,750 | $4,750 | 50% | 100% | 200% | $4,316 | 78.3% | | Average Receivables Growth | 30% | 4.0% | 8.0% | 12.0% | 50% | 100% | 200% | 12.0% | 60.0% | | Strategy & Culture | 20% | Based on Framework | | | 50% | 100% | 200% | 150% | 30.0% | | | | | | | | | | Total Payout: | 168.3% |

  27. ANNUAL INCENTIVE

    The framework approved by the MDCC for Strategy & Culture Metric and associated performance resulting in 30% funding for that metric is shown below:

  28. ANNUAL INCENTIVE

    | STRONG FOUNDATION | DRIVE GROWTH | COMMUNITY SUPPORT | GREAT PLACE TO WORK® | | •Cost Efficiency – industry leading efficiency ratio of 34.9% down by over 2% compared to prior year •Bank Deposits – increase in bank deposits by 13.1% •Fiscal Strength – $1.1 billion in share repurchases and increase in quarterly dividend to $0.25 per share during 2023 | •Partnerships – signed or renewed over 50 partnerships •Health & Wellness – increased receivables to $14.5B through product expansion and network penetration •Pets Best – signed agreement to sell Pets Best at a significant premium to initial investment | •Supplier Diversity – increased Synchrony Spend with Diverse Suppliers by 95% compared to prior year • Education – more than doubled the number of participants in Reskilling programs from 2022 to 2023 • Investments – donations of over $19 million in 2023 to help communities we service and improve education and skills | •Pay Equity – maintained equity with no statistical difference between diverse and non-diverse employees, globally • Diverse Representation – increased representation at VP and above levels in 2023 • “Top 100” Great Place to Work – improved ranking to #20 in the U.S. in 2023 • Exec Leadership Council – received council’s Corporate Award in 2023 |

  29. ANNUAL INCENTIVE

    Based on the calculation of performance against the financial goals (i.e., PPNR minus charge-offs and average receivables growth) as well as qualitative performance against the strategy and culture framework goals approved by the MDCC, the aggregate performance and payout for the annual incentive plan was 168.3% of target. The MDCC awarded each NEO 168.3% of their target annual incentive for 2023.

  30. ANNUAL INCENTIVE

    | NAME | 2023 TARGET ANNUAL INCENTIVE | 2023 ANNUAL INCENTIVE PAYOUT | | Brian Doubles | $2,300,000 | $3,870,900 | | Brian Wenzel | $1,050,000 | $1,767,150 | | Carol Juel | $1,050,000 | $1,767,150 | | Jonathan Mothner | $1,050,000 | $1,767,150 | | Curtis Howse | $781,250 | $1,314,844 |

  31. 2023 LONG-TERM INCENTIVE (LTI) AWARDS

    2023 LONG-TERM INCENTIVE (LTI) AWARDS Our executives are eligible to receive long-term (equity) awards which are intended to provide compensation that supports multiple goals including to: (i) motivate and reward long-term performance, (ii) reinforce an ownership mentality, (iii) align our executives with shareholder interests, (iv) support retention, and (v) mitigate risk through long-term ownership and stock holdings. In 2023, NEOs received 45% RSUs and 55% PSUs. The MDCC increased the mix of PSUs to 55% starting in 2020 to further align the interest of management with metrics designed to reflect long-term success of the Company beyond increasing stock price.

  32. RESTRICTED STOCK UNITS (RSUs) – 45% OF LTI AWARD

    RESTRICTED STOCK UNITS (RSUs) – 45% OF LTI AWARD The NEOs received annual grants of RSUs in early 2023. The amount of RSUs awarded to each NEO is based on target incentive levels for each executive, based on the competitive market for their role and subject to adjustment by the MDCC. In 2023, the MDCC maintained the vesting period for RSUs at 1/3 per year over three years. Synchrony grants RSUs to reward and retain executives by offering them the opportunity to receive shares of Synchrony stock on the date the restrictions lapse as long as they continue to be employed by the Company.

  33. PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD

    PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD Under the Synchrony Financial 2014 Long-Term Incentive Plan, we issued performance-based, long-term PSUs in 2023 that vest based on financial performance over the 2023-2025 (3-year) performance period. The PSUs will be paid in shares of common stock if we achieve pre-defined goals relating to our cumulative annual diluted earnings per common share (“EPS”) and average return on equity (ROE), each weighted 50%. The MDCC selected and approved the metrics and the goals for threshold, target and stretch with the ultimate award ranging from 0% (if threshold performance is not achieved) up to 150% for achieving stretch performance levels. These outcomes are subject to modification based on our three-year relative Total Shareholder Return (+/- 20%). Target payout levels set for the 2023–2025 performance period require increases in both normalized EPS growth and Return on Equity over the 3-year PSU grant period compared to prior year grants. Performance below threshold results in forfeiture of the share units allocated to the corresponding performance measure. Dividend equivalents are accrued but not paid until the end of the performance period based on the actual number of shares earned. These performance metrics align the interests of our executives with the interests of stockholders by encouraging growth while ensuring that growth does not come at the cost of lower returns on assets. In addition, the relative Total Shareholder Return modifier promotes alignment of PSUs outcomes with relative shareholder returns. Grants of PSUs will vest at the end of the three-year period in the event performance conditions are met. The 2023 PSU grants continue to include a Total Shareholder Return (“TSR”) modifier of +/-20% based on our TSR performance relative to peers. The details of how the modifier impacts the final payout calculations are shown below:

  34. PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD

    | PERFORMANCE | MODIFIER* | | Bottom Quartile | 80% | | Median | No Impact | | Top Quartile | 120% |

  35. PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD

    *Any performance between bottom quartile and median or median and top quartile is linearly interpolated. Below is a summary of the equity grants made to executives in 2023:

  36. PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD

    | NAME OF EXECUTIVE | RESTRICTED STOCK UNITS | PERFORMANCE SHARE UNITS | TOTAL | | Brian Doubles | $6,097,531 | $7,452,501 | $13,550,032 | | Brian Wenzel | $1,372,529 | $1,677,532 | $3,050,061 | | Carol Juel | $1,237,532 | $1,512,527 | $2,750,059 | | Jonathan Mothner | $990,026 | $1,210,007 | $2,200,033 | | Curtis Howse | $1,054,718 | $1,289,091 | $2,343,809 |

  37. 2021-2023 LONG-TERM PERFORMANCE AWARDS (PSUs) PAYOUTS

    2021-2023 LONG-TERM PERFORMANCE AWARDS (PSUs) PAYOUTS In 2021, the MDCC granted performance-based, long-term PSUs that vested based on financial performance over the 2021–2023 performance period. The metrics used during the 3-year cycle were chosen to balance executives’ focus on profitability, returning capital to investors, and growing the Company. Target payouts set for the 2021–2023 performance period required annual growth in EPS over the period, and a 15% return on equity. The chart below reflects (i) the performance over the last three years against goals approved at the beginning of the period and (ii) overall negative adjustments to GAAP that neutralize the impact of the Gap Inc. and BP reserve releases and (iii) adjustments to neutralize the other one-time items including restructuring charges and new deals.

  38. 2021-2023 LONG-TERM PERFORMANCE AWARDS (PSUs) PAYOUTS

    | METRIC | WEIGHT | GOALS | | | ASSOCIATED PAYOUT | | | CALCULATION | | | | | MIN | TARGET | MAX | MIN | TARGET | MAX | 2021-2023 PERFORMANCE | 2021-2023 PAYOUT | | Cumulative EPS | 50% | $8 | $11 | $14 | 50% | 100% | 150% | $18.24 | 150.0% | | Return on Equity | 50% | 12.0% | 15.0% | 18.0% | 50% | 100% | 150% | 22.7% | 150.0% | | | | | | | | | Weighted Average: | | 150.0% | | | | | | | | | TSR Adjustment Factor: | | 100.9% | | | | | | | | | | Total Payout: | 151.3% |

  39. RISK REVIEW OF INCENTIVE PLANS

    RISK REVIEW OF INCENTIVE PLANS Each year, we conduct a risk analysis on each of our incentive plans. In 2023, we hired an outside independent consultant to conduct this risk assessment. The analysis covered 100% of our incentive eligible population and allowed us to understand the degree to which our plans contribute to excessive risk-taking. Based on this review, all our incentive plans were rated such that they conform to or exceed key standards for risk management. Additionally, all incentive plans including any changes are reviewed each year and approved by our Chief Risk and Chief Human Resources Officers.

  40. ROLE OF INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF INDEPENDENT COMPENSATION CONSULTANT Under its charter, the MDCC has the authority to retain such compensation consultants, outside counsel and other advisors as the MDCC may deem appropriate in its sole discretion. In 2023, the MDCC engaged Meridian to provide advice regarding market pay levels, strong pay practices and other executive compensation matters. Meridian also provided advice to the Nominating and Corporate Governance Committee regarding director compensation. Meridian does not provide any other services to the MDCC or to Synchrony. The MDCC has determined that Meridian is independent and does not have any conflicts of interest.

  41. 2023 EXECUTIVE COMPENSATION

    | 2023 SUMMARY COMPENSATION TABLE | | | | | | | | NAME | YEAR | SALARY | STOCK AWARDS(1) | NON-EQUITY INCENTIVE PLAN COMP. (2) | ALL OTHER COMP. (3) | TOTAL | | Brian Doubles | 2023 | $1,141,346 | $13,550,032 | $3,870,900 | $613,406 | $19,175,684 | | | 2022 | $1,082,692 | $8,200,011 | $3,968,800 | $450,438 | $13,701,941 | | | 2021 | $950,685 | $5,250,015 | $2,450,000 | $229,647 | $8,880,347 | | Brian Wenzel | 2023 | $700,000 | $3,050,061 | $1,767,150 | $224,560 | $5,741,771 | | | 2022 | $700,000 | $3,000,036 | $1,262,800 | $197,891 | $5,160,727 | | | 2021 | $700,000 | $2,600,000 | $980,000 | $150,151 | $4,430,151 | | Carol Juel | 2023 | $700,000 | $2,750,059 | $1,767,150 | $246,381 | $5,463,590 | | | 2022 | $691,346 | $2,600,047 | $1,262,800 | $192,154 | $4,746,347 | | | 2021 | $639,658 | $2,000,108 | $910,000 | $160,589 | $3,710,355 | | Jonathan Mothner | 2023 | $700,000 | $2,200,033 | $1,767,150 | $264,327 | $4,931,510 | | Curtis Howse | 2023 | $625,000 | $2,343,809 | $1,314,844 | $227,902 | $4,511,555 |

  42. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table provides information about Synchrony plan-based awards granted to the NEOs in 2023, including the annual non-equity incentive plan awards granted pursuant to Synchrony’s Annual Incentive Plan and the equity awards granted under the Synchrony Financial 2014 Long-Term Incentive Plan. In regard to the annual non-equity incentive plan awards granted pursuant to Synchrony’s Annual Incentive Plan, the table below provides the threshold, target and maximum cash awards linked to Synchrony’s performance over the 2023 performance period based on the following metrics: earnings (50%), receivables growth (30%), and strategy and culture (20%). In regard to the equity incentive plan awards granted pursuant to the Synchrony Financial 2014 Long-Term Incentive Plan, the table below provides: (i) the grant date, (ii) the number of shares or stock units underlying stock awards, (iii) the number of other securities underlying option awards granted, (iv) the exercise or base price of the stock option grants, which reflects the closing price of Synchrony common stock on the date of grant, and (v) the grant date fair value of each option grant computed in accordance with applicable SEC rules.

  43. 2023 GRANTS OF PLAN-BASED AWARDS

    | 2023 GRANTS OF SYNCHRONY PLAN-BASED AWARDS TABLE | | | | | | | | | | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | | | | NAME OF EXECUTIVE | GRANT DATE | ANNUAL INCENTIVE THRESHOLD $ | ANNUAL INCENTIVE TARGET $ | ANNUAL INCENTIVE MAXIMUM $ | PSU AWARDS THRESHOLD #(1) | PSU AWARDS TARGET #(1) | PSU AWARDS MAXIMUM #(1) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES – RSU AWARDS(2) | VALUE OF STOCK AWARDS(3) | | Doubles | 3/1/23 | 1,150,000 | 2,300,000 | 4,600,000 | 103,565 | 207,129 | 310,694 | 169,470 | $13,550,032 | | Wenzel | 3/1/23 | 525,000 | 1,050,000 | 2,100,000 | 23,312 | 46,624 | 69,936 | 38,147 | $3,050,061 | | Juel | 3/1/23 | 525,000 | 1,050,000 | 2,100,000 | 21,019 | 42,038 | 63,057 | 34,395 | $2,750,059 | | Mothner | 3/1/23 | 525,000 | 1,050,000 | 2,100,000 | 16,815 | 33,630 | 50,445 | 27,516 | $2,200,033 | | Howse | 3/1/23 | 390,625 | 781,250 | 1,562,500 | 17,914 | 35,828 | 53,742 | 29,314 | $2,343,809 |

  44. 2023 GRANTS OF PLAN-BASED AWARDS

    (1)These columns show the number of PSUs granted as long-term performance awards that are linked to Synchrony’s performance over the 2023-2025 performance period. The PSUs will be payable in shares of common stock based on our cumulative annual diluted earnings per share and average return on equity over the performance period provided performance and vesting conditions are met. Final payout will be subject to a TSR modifier of +/-20% of the amounts reflected above based on our TSR performance relative to peers used to set executive pay levels. (2)This column shows the number of RSUs granted as part of the annual equity incentive grant in March 2023. All RSUs will vest ratably in three equal annual installments beginning one year from the date of grant and each year thereafter. (3)This column shows the aggregate grant date fair value of PSUs and RSUs granted to the NEOs during 2023. Generally, the aggregate grant date fair value is the expected accounting expense that will be recognized over the award’s vesting schedule. For RSUs and PSUs, the value is assumed to be the stock price on the grant date (or the last trading day prior to the grant date).

  45. 2023 SYNCHRONY NONQUALIFIED DEFERRED COMPENSATION

    2023 SYNCHRONY NONQUALIFIED DEFERRED COMPENSATION The table below provides information on the nonqualified deferred compensation of the NEOs in 2023, including our Deferred Compensation and Restoration Plans.

  46. 2023 SYNCHRONY NONQUALIFIED DEFERRED COMPENSATION

    2023 SYNCHRONY NONQUALIFIED DEFERRED COMPENSATION

  47. 2023 SYNCHRONY NONQUALIFIED DEFERRED COMPENSATION

    | NAME OF EXECUTIVE | TYPE OF PLAN | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR | AGGREGATE EARNINGS IN LAST FISCAL YEAR (1) | AGGREGATE BALANCE AT LAST FISCAL YEAR-END | | Doubles | Restoration Plan | $0 | $525,816 | $526,844 | $2,921,627 | | | Deferred Comp Plan | $0 | $0 | $0 | $0 | | Wenzel | Restoration Plan | $0 | $179,608 | $237,476 | $1,229,668 | | | Deferred Comp Plan | $0 | $0 | $0 | $0 | | Juel | Restoration Plan | $0 | $179,608 | $205,079 | $1,326,432 | | | Deferred Comp Plan | $0 | $0 | $0 | $0 | | Mothner | Restoration Plan | $0 | $179,608 | $208,162 | $1,745,732 | | | Deferred Comp Plan | $0 | $0 | $0 | $0 | | Howse | Restoration Plan | $0 | $156,475 | $168,521 | $1,095,595 | | | Deferred Comp Plan | $1,183,250 | $0 | $911,755 | $6,012,875 |

  48. 2023 SYNCHRONY NONQUALIFIED DEFERRED COMPENSATION

    (1)The earnings on amounts contributed to the Restoration and Deferred Compensation Plans may be positive or negative, depending on the NEO’s investment choice.

  49. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by the SEC, and in accordance with its regulations and guidance, we are providing a review of Pay vs. Performance as outlined below. The Pay vs. Performance table below presents total compensation as disclosed in the Summary Compensation Table (columns A, C, and E) and “compensation actually paid” or “CAP” (columns B, D, and F), as defined by the SEC, to our current CEO, former CEO/Executive Chair, and, as an average, to our Non-CEO NEOs. The table below also shows Synchrony’s performance for 2020-2023 as illustrated by TSR (as compared to the TSR of our peers), Net Income, and Loan Receivables, which we have selected as our “Company selected measure”. Reconciliations between Summary Compensation Table totals and CAP are provided in the “Determination of Compensation Actually Paid” and “Changes In Equity Reflected In CAP Calculation” sections that follow.

  50. PAY VERSUS PERFORMANCE

    | | A | B | C | D | E | F | VALUE OF INITIAL $100 INVESTMENT 12/31/2019: | | | | | YEAR | SUMMARY COMP TABLE TOTAL FOR CEO (DOUBLES)1 | COMPENSATION ACTUALLY PAID TO CEO (DOUBLES)2 | SUMMARY COMP TABLE TOTAL FOR FORMER CEO / EXEC CHAIR (KEANE)1 | COMPENSATION ACTUALLY PAID TO FORMER CEO / EXEC CHAIR (KEANE)2 | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOS3 | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOS4 | SYF5 | PEERS6 | NET INCOME (MILLIONS)7 | LOAN RECEIVABLES (BILLIONS)8 | | 2023 | $19,175,684 | $23,718,659 | | | $5,162,107 | $6,466,785 | $119 | $113 | $2,238 | $103.0 | | 2022 | $13,701,941 | $8,599,737 | | | $6,516,202 | $1,775,284 | $99 | $101 | $3,016 | $92.5 | | 2021 | $8,880,347 | $20,462,092 | $13,500,981 | $46,015,762 | $4,124,797 | $10,116,008 | $136 | $122 | $4,221 | $80.7 | | 2020 | | | $12,940,513 | ($28,817) | $4,131,919 | $1,300,820 | $100 | $121 | $1,385 | $81.9 |

  51. PAY VERSUS PERFORMANCE

    (1)The dollar amounts reported in columns (A) and (C) are the amounts of total compensation reported for Mr. Doubles (our current CEO) and Ms. Keane (for her role as CEO in 2021 and 2020), respectively, in the years in which they served as CEO, for each corresponding year in the “Total” column of the Summary Compensation Table. (2)The dollar amounts reported in columns (B) and (D) represent the amount of “compensation actually paid” to Mr. Doubles and Ms. Keane, respectively, in the years in which they served as CEO, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Doubles or Ms. Keane during the applicable years. "Compensation actually paid" fluctuates significantly due to variance in stock price from one year to the next, which correlates directly with the calculation. See "Determination of Compensation Actually Paid" below for the adjustments that were made to Mr. Doubles’ total compensation in 2023 to determine the compensation actually paid. (3)The dollar amounts reported in column (E) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Doubles for 2021 and 2022, and excluding Ms. Keane for 2020 and 2021, in the “Total” column of the Summary Compensation Table in each applicable year). The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Brian Wenzel, Carol Juel, Jonathan Mothner, and Curtis Howse, (ii) for 2022, Margaret Keane, Brian Wenzel, Thomas Quindlen, and Carol Juel; (iii) for 2021, Brian Wenzel, Thomas Quindlen, Alberto Casellas, and Carol Juel; and (iv) for 2020, Brian Doubles, Brian Wenzel, Neeraj Mehta, and Thomas Quindlen. (4)The dollar amounts reported in column (F) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Doubles for 2023, 2022, and 2021 and Ms. Keane in 2021 and 2020), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. See "Determination of Compensation Actually Paid" below for the adjustments that were made to Mr. Doubles’ and Ms. Keane’s total compensation for each year to determine the compensation actually paid. (5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period beginning at market close on 12/31/2019, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of 2020. The peer group used for this purpose is the peer group outlined in the Compensation Discussion and Analysis section, which is used for setting pay and determining relative TSR with respect to performance share units. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)Loan Receivables, our “Company selected measure”, reflect loan receivables as reported under GAAP at December 31 for the applicable year.

  52. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance Our TSR directly impacts the value of Compensation Actually Paid (CAP) given the weight of the LTI component in our compensation program (see "Compensation Discussion & Analysis – 2023 Compensation Elements"). As a result, our CEO and other NEO CAP is highly correlated with investor interests. 2021 and 2023 were higher years for CAP as well as strong years from a TSR perspective. Synchrony cumulative TSR is above the weighted average TSR of the peer group over the four-year time period ending in 2023. Through the Annual Incentive Plan, our NEO CAP is tied directly to net income, through the PPNR minus Charge-Offs measure, and loan receivables growth. Goals for these metrics consider each year’s particular strategic initiatives, economic conditions, and commercial outlook. Our NEO CAP is also linked to net income through the EPS measure included in our Performance Share Units goals. In general, our CEO and other NEO CAP are directionally aligned from year to year as executives participate in the same incentive plans and are accountable to the same company-wide results, although our CEO pay mix makes CAP subject to more significant fluctuation.

  53. Most Important Measures to Link Compensation Actually Paid to Company Performance

    Most Important Measures to Link Compensation Actually Paid to Company Performance The following table identifies the financial performance measures which, in our assessment, represent the most important financial performance measures used by us to link the compensation actually paid to our CEO and other NEOs in 2023 to Company performance. How each of these performance measures is used in determining our NEOs’ compensation is discussed above in the 2023 Compensation Elements section of our CD&A.

  54. Most Important Measures to Link Compensation Actually Paid to Company Performance

    | MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES | | Loan Receivables | | PPNR minus Charge-Offs | | Return on Equity | | Earnings Per Share | | Relative Total Shareholder Return |

  55. Determination of Compensation Actually Paid

    Determination of Compensation Actually Paid The tables below show the reconciliation between the amounts provided for “Summary Compensation Table Total” and “Compensation Actually Paid” in the Pay vs. Performance table above for our CEO, and, as an average, Non-CEO NEOs.

  56. Determination of Compensation Actually Paid

    | CEO | (A) | | (X) | (B) | | YEAR | SUMMARY COMPENSATION TABLE TOTAL (SCT) | DEDUCTIONS OF EQUITY AWARDS* | ADDITIONS/ ADJUSTMENTS TO SCT TOTAL** | COMPENSATION ACTUALLY PAID (CAP) | | 2023 | $19,175,684 | ($13,550,032) | $18,093,007 | $23,718,659 | | Non-CEO NEOs | (E) | | (Z) | (F) | | YEAR | SUMMARY COMPENSATION TABLE TOTAL (SCT) | DEDUCTIONS OF EQUITY AWARDS* | ADDITIONS/ ADJUSTMENTS TO SCT TOTAL** | COMPENSATION ACTUALLY PAID (CAP) | | 2023 | $5,162,107 | ($2,585,991) | $3,890,669 | $6,466,785 |

  57. Determination of Compensation Actually Paid

    *Grant Date Fair Market Value of stock awards made in year, as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year for our CEO and, as an average, our NEOs. **Year-end Fair Market Value of awards made in year plus change in Fair Market Value of awards made in prior years, as further illustrated below.

  58. CEO PAY RATIO

    CEO PAY RATIO As required by the SEC and in accordance with its regulations and guidance, we determined the ratio of the annual total compensation of our CEO and the annual total compensation of our median employee using the following methodology. To identify our median employee, we first calculated the individual target annual total compensation including retirement contributions ("annual target compensation") for all employees globally as of December 31, 2023. We then identified the population of employees with the median annual target compensation. From that population, we selected employees with the earliest start date in 2023, and within that selection identified the employee with actual compensation closest to the average annual target compensation of that group. We calculated the median employee’s annual total compensation by determining actual compensation in accordance with the SEC rules used to calculate the amount set forth in the “total” column of the Summary Compensation Table, adding the value of benefits, and annualizing the total based on the median employee's start date. Accordingly, our median employee’s estimated annual total compensation was calculated as $57,653 including benefits. With respect to the annual total compensation of our CEO, we used the amount reported in the “total” column of our Summary Compensation Table for 2023 and added the value of benefits. Accordingly, our CEO’s annual total compensation for purposes of the pay ratio determination was $19,199,246 including benefits. Based on our CEO’s annual total compensation compared to the estimated annual total compensation for our median employee, our estimated pay ratio for 2023 was 333:1.

  59. 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL YEAR-END

    2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL YEAR-END The information below describes and quantifies certain compensation that would have become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2023, given the NEO’s compensation and service levels as of such date and based on Synchrony’s closing stock price on December 31, 2023 as applicable. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event, Synchrony’s stock price, as applicable, and the executive’s age.

  60. PAYMENT UPON TERMINATION AS OF YEAR-END TABLES

    PAYMENT UPON TERMINATION AS OF YEAR-END TABLES The following tables show the payments that each of our NEOs would have received under various termination scenarios on December 31, 2023. Termination upon a change in control reflects amounts assuming each NEO’s employment was terminated by the Company without “cause” or by the executive for “good reason” within 30 months of the specified time period prior to or following the change in control. Of the NEOs, only Mr. Mothner is eligible to retire as of December 31, 2023; therefore, other than Mr. Mothner, the NEOs do not have any values in the voluntary or retirement termination columns below other than relating to the Deferred Compensation Plan. The tables below assume a stock price of $38.19, the closing price of a share of our common stock on December 29, 2023.

  61. PAYMENT UPON TERMINATION AS OF YEAR-END TABLES

    | BRIAN DOUBLES | | | | | | | | ELEMENT OF PAY | FOR CAUSE | VOLUNTARY TERMINATION | INVOLUNTARY TERMINATION(1) | RETIREMENT(2) | DEATH OR DISABILITY | CHANGE-IN- CONTROL | | Severance | $0 | $0 | $1,725,000 | $0 | $0 | $13,739,700 | | Restricted Stock Units | $0 | $0 | $3,292,260 | $0 | $9,923,108 | $9,923,108 | | Stock Options | $0 | $0 | $0 | $0 | $0 | $0 | | Long-Term Performance Plan | $0 | $0 | $4,585,442 | $0 | $12,689,773 | $12,689,773 | | Annual Cash Incentive | $0 | $0 | $3,870,900 | $0 | $3,870,900 | $3,870,900 | | Health Benefits Payment | $0 | $0 | $0 | $0 | $0 | $61,379 | | Restoration Plan | $0 | $0 | $2,921,627 | $0 | $2,921,627 | $2,921,627 | | Deferred Compensation | $0 | $0 | $0 | $0 | $0 | $0 | | Total Value to Executive | $0 | $0 | $16,395,229 | $0 | $29,405,408 | $43,206,487 | | BRIAN WENZEL | | | | | | | | ELEMENT OF PAY | FOR CAUSE | VOLUNTARY TERMINATION | INVOLUNTARY TERMINATION(1) | RETIREMENT(2) | DEATH OR DISABILITY | CHANGE-IN- CONTROL | | Severance | $0 | $0 | $700,000 | $0 | $0 | $5,091,625 | | Restricted Stock Units | $0 | $0 | $1,313,666 | $0 | $2,806,243 | $2,806,243 | | Stock Options | $0 | $0 | $0 | $0 | $0 | $0 | | Long-Term Performance Plan | $0 | $0 | $1,677,605 | $0 | $3,501,861 | $3,501,861 | | Annual Cash Incentive | $0 | $0 | $1,767,150 | $0 | $1,767,150 | $1,767,150 | | Health Benefits Payment | $0 | $0 | $0 | $0 | $0 | $50,261 | | Restoration Plan | $0 | $0 | $1,229,668 | $0 | $1,229,668 | $1,229,668 | | Deferred Compensation | $0 | $0 | $0 | $0 | $0 | $0 | | Total Value to Executive | $0 | $0 | $6,688,089 | $0 | $9,304,922 | $14,446,808 | | CAROL JUEL | | | | | | | | ELEMENT OF PAY | FOR CAUSE | VOLUNTARY TERMINATION | INVOLUNTARY TERMINATION(1) | RETIREMENT(2) | DEATH OR DISABILITY | CHANGE-IN- CONTROL | | Severance | $0 | $0 | $700,000 | $0 | $0 | $5,033,292 | | Restricted Stock Units | $0 | $0 | $546,295 | $0 | $2,438,363 | $2,438,363 | | Stock Options | $0 | $0 | $0 | $0 | $0 | $0 | | Long-Term Performance Plan | $0 | $0 | $969,306 | $0 | $3,098,779 | $3,098,779 | | Annual Cash Incentive | $0 | $0 | $1,767,150 | $0 | $1,767,150 | $1,767,150 | | Health Benefits Payment | $0 | $0 | $0 | $0 | $0 | $49,780 | | Restoration Plan | $0 | $0 | $1,326,432 | $0 | $1,326,432 | $1,326,432 | | Deferred Compensation | $0 | $0 | $0 | $0 | $0 | $0 | | Total Value to Executive | $0 | $0 | $5,309,183 | $0 | $8,630,724 | $13,713,796 |

  62. PAYMENT UPON TERMINATION AS OF YEAR-END TABLES

    | JONATHAN MOTHNER | | | | | | | | ELEMENT OF PAY | FOR CAUSE | VOLUNTARY TERMINATION | INVOLUNTARY TERMINATION(1) | RETIREMENT(2) | DEATH OR DISABILITY | CHANGE-IN- CONTROL | | Severance | $0 | $0 | $700,000 | $0 | $0 | $5,091,625 | | Restricted Stock Units | $0 | $870,668 | $870,668 | $870,668 | $1,947,286 | $1,947,286 | | Stock Options | $0 | $0 | $0 | $0 | $0 | $0 | | Long-Term Performance Plan | $0 | $1,118,430 | $1,118,430 | $1,118,430 | $2,434,270 | $2,434,270 | | Annual Cash Incentive | $0 | $1,767,150 | $1,767,150 | $1,767,150 | $1,767,150 | $1,767,150 | | Health Benefits Payment | $0 | $0 | $0 | $0 | $0 | $50,261 | | Restoration Plan | $0 | $1,745,732 | $1,745,732 | $1,745,732 | $1,745,732 | $1,745,732 | | Deferred Compensation | $0 | $0 | $0 | $0 | $0 | $0 | | Total Value to Executive | $0 | $5,501,980 | $6,201,980 | $5,501,980 | $7,894,438 | $13,036,324 | | CURTIS HOWSE | | | | | | | | ELEMENT OF PAY | FOR CAUSE | VOLUNTARY TERMINATION | INVOLUNTARY TERMINATION(1) | RETIREMENT(2) | DEATH OR DISABILITY | CHANGE-IN- CONTROL | | Severance | $0 | $0 | $625,000 | $0 | $0 | $4,326,953 | | Restricted Stock Units | $0 | $0 | $954,600 | $0 | $2,101,569 | $2,101,569 | | Stock Options | $0 | $0 | $0 | $0 | $0 | $0 | | Long-Term Performance Plan | $0 | $0 | $1,258,204 | $0 | $2,660,045 | $2,660,045 | | Annual Cash Incentive | $0 | $0 | $1,314,844 | $0 | $1,314,844 | $1,314,844 | | Health Benefits Payment | $0 | $0 | $0 | $0 | $0 | $29,524 | | Restoration Plan | $0 | $0 | $1,095,595 | $0 | $1,095,595 | $1,095,595 | | Deferred Compensation | $6,012,875 | $6,012,875 | $6,012,875 | $6,012,875 | $6,012,875 | $6,012,875 | | Total Value to Executive | $6,012,875 | $6,012,875 | $11,261,118 | $6,012,875 | $13,184,928 | $17,541,405 |

  63. PAYMENT UPON TERMINATION AS OF YEAR-END TABLES

    (1)All of our NEO’s except Ms. Juel are eligible for continued vesting at 100% for awards held at least one year under our equity plans due to having more than 20 years of service. Ms. Juel would be eligible for continued vesting at 50% for unvested RSUs and Stock Options held at least one year, and pro-rata vesting for any PSUs held at least one year based on the number of whole or partial months completed in the performance period. (2)In order to receive retirement treatment upon termination with respect to the Annual Incentive Plan, equity plans, and Restoration Plan, an executive must be age 60 with at least three years of service. As of December 31, 2023, only Mr. Mothner qualifies for retirement. As a result, amounts in the Voluntary Termination column match those in the Retirement column.

  64. 2023 INDEPENDENT DIRECTORS’ COMPENSATION TABLE

    | NAME OF DIRECTOR(1) | FEES EARNED OR PAID IN CASH(2) | STOCK AWARDS(3) | TOTAL | | Aguirre | $155,000 | $165,098 | $320,098 | | Alves | $165,000 | $165,098 | $330,098 | | Chytil | $135,000 | $165,098 | $300,098 | | Coviello | $160,000 | $165,098 | $325,098 | | Guthrie | $171,250 | $165,098 | $336,348 | | Naylor (Chair) | $246,250 | $258,923 | $505,173 | | Parker | $135,000 | $165,098 | $300,098 | | Richie | $155,000 | $165,098 | $320,098 | | Zane | $135,000 | $165,098 | $300,098 |

  65. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS (A) Limited Liability. To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. No repeal or modification of this Article VII shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director or officer of the Corporation existing at repeal or modification with respect to acts or omissions occurring prior to such repeal or modification." If the amendments are approved by stockholders, they will become effective upon filing of an amended and restated Certificate of Incorporation with the Delaware Secretary of State, which the Company anticipates filing promptly following the Annual Meeting.

  66. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | | | | | BENEFICIAL OWNERSHIP |

  67. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    At April 5, 2024, we had 401,457,225 shares of common stock outstanding. The following table shows information regarding the beneficial ownership of our common stock by: •All persons known by us to own beneficially more than 5% of our common stock; •Our CEO and each of our named executive officers; •Each of our directors; and •All directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Synchrony common stock subject to options or RSUs held by that person that are currently exercisable or exercisable (or in the case of RSUs, vested or vest) within 60 days of April 5, 2024 are deemed to be issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of each other stockholder. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. Except as noted by footnote, all stockholdings are as of April 5, 2024, and the percentage of beneficial ownership is based on 401,457,225 shares of common stock outstanding as of April 5, 2024.

  68. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | NAME OF BENEFICIAL OWNER | NUMBER OF SHARES | PERCENT OF TOTAL | | The Vanguard Group—100 Vanguard Blvd., Malvern, PA 19355 (1) | 53,197,772 | 13.25% | | Capital World Investors—333 South Hope Street, 55th Fl, Los Angeles, CA 90071 (2) | 44,534,680 | 11.09% | | BlackRock, Inc.—55 East 52nd Street, New York, NY 10055 (3) | 41,638,752 | 10.37% | | Brian D. Doubles (4) | 472,448 | * | | Curtis Howse (5) | 119,061 | * | | Carol Juel (6) | 34,759 | * | | Jonathan S. Mothner (7) | 169,919 | * | | Brian J. Wenzel, Sr. (8) | 92,012 | * | | Fernando Aguirre | 33,443 | * | | Paget L. Alves (9) | 37,299 | * | | Kamila Chytil | 5,799 | * | | Arthur W. Coviello, Jr. | 40,426 | * | | Roy A. Guthrie (10) | 49,538 | * | | Jeffrey G. Naylor (11) | 71,538 | * | | P.W. “Bill” Parker | 22,537 | * | | Laurel J. Richie (12) | 37,340 | * | | Ellen M. Zane | 20,111 | * | | All directors and executive officers as a group (18 persons) | 1,330,320 | * |

  69. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    *Denotes less than 1.0% BENEFICIAL OWNERSHIP (1)Based on a Schedule 13G/A filed on February 13, 2024 by The Vanguard Group regarding its holdings, together with its subsidiaries, of our common stock as of December 31, 2023. The Schedule 13G/A discloses that the reporting entity had sole voting power as to none of the shares, shared voting power as to 563,272 of the shares, sole dispositive power as to 51,278,858 of the shares and shared dispositive power as to 1,918,914 of the shares. (2)Based on a Schedule 13G/A filed on February 9, 2024 by Capital World Investors regarding its holdings of our common stock as of December 31, 2023. The Schedule 13G/A discloses that the reporting entity had sole voting power as to 44,534,680 of the shares, shared voting power as to none of the shares, sole dispositive power as to 44,534,680 of the shares and shared dispositive power as to none of the shares. (3)Based on a Schedule 13G/A filed on January 24, 2024 by BlackRock, Inc. regarding its holdings, together with its subsidiaries, of our common stock as of December 31, 2023. The Schedule 13G/A discloses that the reporting entity had sole voting power as to 37,454,323 of the shares, shared voting power as to none of the shares, sole dispositive power as to 41,638,752 of the shares and shared dispositive power as to none of the shares. (4)Includes 116, 301 shares underlying stock options that are currently exercisable. (5)Includes 23,466 shares underlying stock options that are currently exercisable. (6)Includes 34,758 shares underlying stock options that are currently exercisable. (7)Includes 83,959 shares underlying stock options that are currently exercisable. (8)Includes 25,803 shares underlying stock options that are currently exercisable. (9)Includes 25,372 deferred stock units ("DSU") that are subject to deferred distribution pursuant to the Company's Non-Employee Director Deferred Compensation Plan. (10)Includes 25,144 DSUs that are subject to deferred distribution pursuant to the Company's Non-Employee Director Deferred Compensation Plan. (11)Includes 29,198 DSUs that are subject to deferred distribution pursuant to the Company's Non-Employee Director Deferred Compensation Plan. (12)Includes 21,144 DSUs that are subject to deferred distribution pursuant to the Company's Non-Employee Director Deferred Compensation Plan. BENEFICIAL OWNERSHIP