DEF 14A of Synchrony Financial
Filed Apr 25, 2025 · FY20240001601712-25-000149
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS Each of the 11 director nominees (the “Director Nominees”) listed on the following pages is currently a director of the Company. The following biographies describe the individual qualifications that the Board considered in determining whether to recommend that the director be nominated for election at the Annual Meeting and the business experience of each Director Nominee. 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.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| THE BOARD RECOMMENDS A VOTE FOR the election of the 11 directors named in this proxy statement. |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Brian D. Doubles President and Chief Executive Officer | | | | Director Since 2021 | | | Age: 50 | | | | | | | Skills: | | | | | | | | | | | | | | Financial Expert | Risk Expert | Financial Services Industry | C-Suite Experience | Government/Regulatory | Strategic Planning | | Mr. Doubles has extensive expertise in the retail finance business, and also possesses significant risk expertise. He also brings valuable perspectives to our Board as the Company's President and CEO. Mr. Doubles has also served as 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. | | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Fernando Aguirre | | | | | | Director Since 2019 | | | Age: 67 | Committees: MDC and NCG (Chair) | | | | | Independent | | | Skills: | | | | | | | | | | | | | | | | | | Financial Expert | C-Suite Experience | Brand and Marketing | Direct Consumer/Retailers | Government/Regulatory | Healthcare | Human Capital/Compensation | Strategic Planning | | Mr. Aguirre brings significant knowledge and experience in the areas of leadership, strategy, digital marketing, branding and communications to the Board. He also has extensive experience as chair and CEO of a large publicly traded company and as a director of other publicly traded companies. Mr. Aguirre served as President and CEO of Chiquita Brands International, Inc. (January 2004 to October 2012) and also served as chair of the board (May 2004 to October 2012). Prior to that, Mr. Aguirre held various global marketing and management roles at Procter & Gamble (1980 to 2004). Mr. Aguirre currently serves on two other public company boards: CVS Health, an American healthcare company that owns CVS Pharmacy, CVS Caremark and Aetna; and Barry Callebaut, one of the world’s largest cocoa processors and chocolate manufacturers. He previously served on several other boards including Aetna, Inc., Coca-Cola Enterprises and Levi Strauss & Co. Mr. Aguirre is currently the Owner and 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. | | | | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Paget L. Alves | | | | Director Since 2015 | | | Age: 70 | Committees: Audit and NCG (Audit Committee Financial Expert) | | | | Independent | | Skills: | | | | | | | | | | | | | | Financial Expert | Risk Expert | C-Suite Experience | Direct Consumer/Retailers | Strategic Planning | Tech/Digital/Cyber | | Mr. Alves adds extensive executive management and leadership experience to the Board, including from leadership roles with technology companies. He also has an extensive background in sales, financial expertise and experience with strategic and business development, as well as with strategic corporate transactions, including mergers and acquisitions. Mr. Alves has served as the CEO of Sorenson Communications, a privately held language services provider, since November 2024, and also serves as the Chairman of the Sorenson board. He previously held various positions at Sprint Corporation, a wireless and wireline communications services provider, including Chief Sales Officer (January 2012 to September 2013); President of the Business Markets Group (2009 to 2012); President, Sales and Distribution, (2008 to 2009); President, South Region (2006 to 2008); Senior Vice President, Enterprise Markets (2005 to 2006); and President, Strategic Markets (2003 to 2005). Prior to joining Sprint, Mr. Alves served as President and Chief Operating Officer of Centennial Communications Corporation (2000 to 2001), and as President and CEO of PointOne Telecommunications, Inc. Mr. Alves currently serves on one other public company board: Yum! Brands, Inc., a company that develops, operates, franchises and licenses a system of quick-service restaurants. In addition to Sorenson, Mr. Alves serves on the board of one other private company, Ariel Alternatives. He previously served on several other boards, including International Game Technology PLC, GTECH Holdings Corporation, Herman Miller, Inc. and International Game Technology Inc. Mr. Alves has been recognized by Savoy magazine as among Savoy’s Most Influential Black Corporate Directors three times, most recently in 2024. Mr. Alves received a B.S. in Industrial and Labor Relations and a J.D. from Cornell University. | | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Kamila Chytil | | | Director Since 2022 | | | Age: 45 | Committees: Audit and Tech (Audit Committee Financial Expert) | | | Independent | | Skills: | | | | | | | | | | | | Financial Expert | Financial Services Industry | C-Suite Experience | Direct Consumer/Retailers | Tech/Digital/Cyber | | Ms. Chytil contributes her extensive background in consumer finance, technology and operations to the Board. She also possesses executive management and leadership experience. Ms. Chytil most recently served as the Chief Operating Officer of DentaQuest LLC, a private equity backed oral healthcare company, from March 2021 to December 2024. She previously served as the Chief Operating Officer of MoneyGram International, a public crossborder P2P payments and money transfer company (2019 to 2021); MoneyGram’s Chief Global Operations Officer (2016 to 2019); and as MoneyGram’s Senior Vice President of Key Partnerships and Payments (2015 to 2016). Prior to joining MoneyGram, 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, from 2004 to 2015. 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. Prior to joining FIS, Ms. Chytil served as a Business Analyst at Danka Office Imaging Company (2003 to 2004), and an Account Manager at Capital One Financial Corporation (2000 to 2003). Ms. Chytil previously served as a board member for MoneyGram Foundation (2019 to 2021); MoneyGram Poland (2016 to 2021); and MoneyGram Payment Systems, Inc. (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 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. | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Daniel Colao | | | | | Director Since 2024 | | | Age: 58 | Committees: Audit (Chair) and Risk (Audit Committee Financial Expert) | | | | | Independent | | Skills: | | | | | | | | | | | | | | | | Financial Expert | Risk Expert | Financial Services Industry | C-Suite Experience | Government/Regulatory | Human Capital/Compensation | Strategic Planning | | Mr. Colao brings to the Board deep expertise in financial services and consumer lending, as well as strategic planning, risk oversight and management. Mr. Colao most recently served as Chief Financial Officer and Executive Advisor of GE Capital, the former financial services division of General Electric, from 2017 until his retirement in June 2021. During his over 30-year career, Mr. Colao held various senior roles within financial services, including Global Financial Planning Leader of GE Capital (2011 to 2017); Chief Financial Officer, Chief Risk Officer and Executive Vice President of GE Asset Management (2008 to 2010); Managing Director and Global Chief Financial Officer of Lehman Brothers’ Investment Management and Bank & Mortgage Capital divisions (2007 to 2008); and Chief Financial Officer and Executive Vice President of GE Capital Aviation Services (2005 to 2007). Mr. Colao has also served as a member of the Board of Directors of the Bank since November 2024. Mr. Colao previously served on the Company's Board from February 2014 to November 2015 and currently serves on the advisory board of AX Partners, a privately-held capital markets solutions provider. Mr. Colao received a B.S. in Finance from Boston College. | | | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Arthur W. Coviello | | | Director Since 2015 | | | Age: 71 | Committees: Risk and Tech (Chair) | | | Independent | | Skills: | | | | | | | | | | | | Financial Expert | Risk Expert | C-Suite Experience | Strategic Planning | Tech/Digital/Cyber | | Mr. Coviello's significant professional experience, including as a former CEO of a publicly traded company, add valued perspective to the Board. He also has an accounting background and possesses extensive financial expertise, as well as considerable experience in technology and cybersecurity. Mr. Coviello has been an independent cybersecurity consultant since 2015 and has served as a Managing Partner of SYN Ventures, a venture capital firm specializing in investing in cybersecurity companies, since 2022. He previously 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 (2011 to 2015) and as Executive Vice President and President of RSA (2006 to 2011). Prior thereto, Mr. Coviello held various executive positions at RSA, including President and CEO (2000 to 2006), and President (1999 to 2000). Prior to RSA, he had extensive financial and operating management expertise in several technology companies. Mr. Coviello has also served as a member of the Board of Directors of the Bank since January 2017. Mr. Coviello serves on one other public company board: Tenable Holdings, Inc., a provider of cyber exposure solutions, which is a discipline for managing and measuring cyber security risk. He also serves on the boards of several private software companies: BreachRx, Inc., Conifers, Inc., 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. | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Roy A. Guthrie | | | | | Director Since 2014 | | | Age: 71 | Committees: Risk (Chair) and Tech | | | | | Independent | | Skills: | | | | | | | | | | | | | | | | Financial Expert | Risk Expert | Financial Services Industry | C-Suite Experience | Government/Regulatory | Human Capital/Compensation | Strategic Planning | | Mr. Guthrie brings to the Board significant leadership experience, including as the former CFO of two publicly traded companies and a director of other publicly traded companies. He also has an accounting background, significant financial expertise and risk management experience. Mr. Guthrie has 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. Guthrie most recently served as CEO of Renovate America, Inc., a privately owned financial services company (2017 to 2018). Mr. Guthrie served as Executive Vice President (2005 to 2012), and as CFO (2005 to 2011) of Discover Financial Services, Inc., a direct banking and payments company. He previously served as President and CEO of various businesses of Citigroup Inc., including CitiFinancial International (2000 to 2004) and CitiCapital (2000 to 2001). Prior to joining Citigroup, Mr. Guthrie served in various roles of increasing responsibility at Associates First Capital Corporation (1978-2000). Mr. Guthrie has also served as a member of the Board of Directors of the Bank since July 2014. Mr. Guthrie serves on two other public company boards: Mr. Cooper Group, Inc., an originator and servicer of real estate mortgage loans; and OneMain Holdings, Inc., a 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. | | | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Jeffrey G. Naylor | | | Director Since 2014, Non-Executive Chair Since 2023 | | | | | Age: 66 | Committees: Audit and MDC (Audit Committee Financial Expert) | | | | | Independent | | Skills: | | | | | | | | | | | | | | | | Financial Expert | Risk Expert | Financial Services Industry | C-Suite Experience | Direct Consumer/Retailers | Human Capital/Compensation | Strategic Planning | | Mr. Naylor brings to the Board executive management and leadership experience, including as CFO of a publicly traded company and as a director of other publicly traded companies, extensive financial expertise and accounting experience, as well as considerable experience in the retail and consumer goods industries accumulated over the course of 25 years. Prior to his appointment as non-executive Chair, Mr. Naylor served as Lead Independent Director of the Board (2021 to 2023). Mr. Naylor served as Senior Corporate Advisor of the TJX Companies, Inc., a retail company of apparel and home fashions (2013 to 2014). Mr. Naylor served as Senior Executive Vice President and CAO of the TJX Companies, Inc. (2012 to 2013); Senior Executive Vice President, Chief Financial and Administrative Officer (2009 to 2012); Senior Executive Vice President, Chief Administrative and Business Development Officer (2007 to 2009); Senior Executive Vice President, Chief Financial and Administrative Officer (2006 to 2007); and CFO (2004 to 2006). Prior to joining TJX, Mr. Naylor served as Senior Vice President and CFO of Big Lots, Inc. (2001 to 2004); Senior Vice President, Chief Financial and Administrative Officer of Dade Behring, Inc. (2000 to 2001); and Vice President, Controller of The Limited, Inc. (1998 to 2000). Mr. Naylor has also served as a member of the Board of Directors of the Bank since July 2014. Mr. Naylor serves on two other public company boards: 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. | | | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| P.W. “Bill” Parker | | | | Director Since 2020 | | | | Age: 68 | Committees: NCG and Risk | | | | | Independent | | Skills: | | | | | | | | | | | | | | | | Financial Expert | Risk Expert | Financial Services Industry | C-Suite Experience | Government/ Regulatory | Strategic Planning | | | Mr. Parker brings leadership experience, an extensive background in risk management and deep expertise in credit to the Board. Mr. Parker most recently served as Vice Chairman and Chief Risk Officer of U.S. Bancorp (2013 to 2018); Executive Vice President and Chief Credit Officer (2007 to 2013); Executive Vice President of Credit Portfolio Management of U.S. Bancorp (2005 to 2007); and Senior Vice President of Credit Portfolio Management (2002 to 2005). 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 (2011 to 2018). Mr. Parker also serves on the boards of the following charitable organizations: Hazelden Betty Ford Foundation, Summit Academy OIC, Friends of the Lake Vermilion Trail and American Indian College Fund, and is also a member of the capital campaign committee of 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. | | | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Laurel J. Richie | | | Director Since 2015 | | | Age: 66 | Committees: MDC (Chair) and NCG | | | Independent | | Skills: | | | | | | | | | | | | C-Suite Experience | Brand and Marketing | Direct Consumer/Retailers | Human Capital/Compensation | Strategic Planning | | Ms. Richie’s executive management and leadership experience and her considerable experience as a director of other public companies, as well as in communications and marketing add valuable perspective to the Board. Ms. Richie served as President of the Women’s National Basketball Association LLC, a professional sports league (2011 to 2015). Ms. Richie served as a brand consultant for Teach For America (2016 to 2018), and as Chief Marketing Officer of Girl Scouts of the United States of America (2008 to 2011). She held various positions at Ogilvy & Mather (1984 to 2008), 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 has also served as a member of the Board of Directors of the Bank since April 2021. Ms. Richie serves on two other public company boards: 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. | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Ellen M. Zane | | | | Director Since 2019 | | | Age: 73 | Committees: Audit and MDC (Audit Committee Financial Expert) | | | | Independent | | Skills: | | | | | | | | | | | | | | Financial Expert | C-Suite Experience | Government/Regulatory | Healthcare | Human Capital/Compensation | Strategic Planning | | Ms. Zane brings to the Board 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. She currently serves as CEO Emeritus at Tufts Medical Center and Tufts Children’s Hospital, and previously served as its President and CEO (2004 TO 2011). 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 (1994 to 2004). Prior to joining Mass General Brigham, Ms. Zane served as the CEO of Quincy Hospital. Ms. Zane has also served as a member of the Board of Directors of the Bank since May 2022. Ms. Zane serves on two other public company boards: Boston Scientific Corporation, a manufacturer of medical devices; and Haemonetics Corporation, a 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 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. | | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
2024 Attendance at Annual Meeting and Board Meetings It is our policy that each director is expected to dedicate sufficient time to the performance of his or her duties as a director, including by attending meetings of the stockholders, and meetings of the Board and Board committees of which he or she is a member. In 2024, the Board held eight meetings, including regularly scheduled and special meetings. All directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board in 2024 (held during the period for which such person was a director); and (ii) the total number of meetings held by all committees in 2024 on which such person served (during the periods for which such person has served). All directors attended the 2024 Annual Meeting of Stockholders. Executive Sessions of Independent Directors In accordance with our Governance Principles, at the conclusion of every Board meeting, the independent directors have an executive session without any non-independent directors present. The Chair of the Board, Mr. Naylor, presides at executive sessions. During executive sessions, the independent directors have complete access to Company personnel as they may request. 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. 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. 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 2026 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 2026 Annual Meeting.” Committees of the Board of Directors The standing committees of the Board consist of the Audit Committee, the MDCC, the Nominating and Corporate Governance Committee, the Risk Committee and the Technology Committee. The duties and responsibilities of these standing committees are set forth below. The Board may also establish various other committees to assist it in its responsibilities. Our Board has adopted charters for each of its standing committees. Copies of the committees’ charters are available on our website at http://investors.synchrony.com under “Governance—Governance Documents.” Each of the standing committees reports to the Board as it deems appropriate and as the Board requests.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| AUDIT COMMITTEE | MEMBERS: | Mr. Colao (Chair) Mr. Alves Ms. Chytil Mr. Naylor Ms. Zane | The Board has determined that all members of our Audit Committee qualify as an “audit committee financial expert” as defined in Item 407(d) (5) of Regulation S-K, and the Board is satisfied that all members of our Audit Committee have sufficient expertise and business and financial experience necessary to effectively perform their duties as members of the Audit Committee. | 11 Meetings in 2024 | | PRIMARY RESPONSIBILITIES: | | | | | | • Selecting, evaluating, compensating and overseeing the independent registered public accounting firm • Receiving reports from our internal audit, risk management and independent liquidity review functions on the results of risk management reviews and assessments, including the Company’s internal control system over operational and regulatory controls and of the adequacy of the processes for controlling the Company’s activities and managing its risk • Reviewing the audit plan, changes in the audit plan, the nature, timing, scope and results of the audit, and any audit problems or difficulties and management’s response • Overseeing our financial reporting activities, including our annual report, and accounting standards and principles followed (including any significant changes in such standards and principles) • Reviewing and discussing with management and the independent auditor, as appropriate, the effectiveness of the Company’s internal control over financial reporting and the Company’s disclosure controls and procedures • Reviewing our major financial risk exposures, the Company’s risk assessment and risk management practices and the guidelines, policies and processes for risk assessment and risk management • In conjunction with the Risk Committee: (i) overseeing our risk guidelines and policies relating to financial statements, financial systems, financial reporting processes, compliance and auditing, and allowance for credit losses, and addressing matters relating to risk including with respect to cybersecurity; and (ii) reviewing, at least annually, information relating to the Company's cybersecurity risk exposures • Approving audit and non-audit services provided by the independent registered public accounting firm • Meeting with management and the independent registered public accounting firm to review and discuss our financial statements, critical accounting estimates, practices and policies, any critical audit matters (CAMs), non-GAAP financial measures and other matters required to be reviewed under applicable legal, SEC, regulatory or NYSE requirements •Reviewing and discussing with management, the Management Development and Compensation Committee, and the independent auditor, as appropriate, financial statement errors and related disclosures, and making appropriate recommendations to the Board • Establishing and overseeing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters • Approving the appointment of, evaluating and, when appropriate, approving the replacement of the Chief Audit Executive • Overseeing our internal audit function, including reviewing its organization, performance and audit findings, and reviewing our disclosure and internal controls • Overseeing the Company’s compliance with legal, ethical and regulatory requirements (other than those assigned to other committees of the Board) and related processes and programs | | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE | MEMBERS: | Ms. Richie (Chair) Mr. Aguirre Mr. Naylor Ms. Zane | 7 Meetings in 2024 | | | All members of our Management Development and Compensation Committee qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act"). | | | | PRIMARY RESPONSIBILITIES: | | | | | • Assisting our Board in developing and evaluating potential candidates for executive positions, including the CEO, and overseeing our management resources, structure, succession planning, development and selection process •Evaluating the CEO’s performance and approving and, where required, recommending for approval by the independent members of our Board, the CEO’s annual compensation, including salary, bonus and equity and non-equity incentive compensation •Evaluating the performance of other senior executives and approving and, where required, recommending for approval by our Board, each senior executive’s annual compensation, including salary, bonus and equity and non-equity incentive compensation, in each case, based on initial recommendations from the CEO • Reviewing and overseeing incentive compensation arrangements with a view to appropriately balancing risk and financial results in a manner that does not encourage employees to expose us or any of our subsidiaries to imprudent risks, and are consistent with safety and soundness, and reviewing (with input from our CRO and the CRO of the Bank) the relationship among risk management policies and practices, corporate strategies and senior executive compensation •Reviewing and approving any plan, program or arrangement providing any compensation or perquisite to the Company's senior executives •Reviewing and approving the terms of certain arrangements with the Company's senior executives, including employment contracts, severance agreements, change in control agreements, other incentive awards and opportunities and any special or supplemental compensation or benefits •Reviewing and approving, at least annually, the companies included in the Company's compensation comparator peer group •Reviewing and overseeing equity incentive plans and other stock-based plans •Overseeing the administration of the Company's clawback policies •Assisting our Board in its oversight of the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management, including but not limited to those policies and strategies regarding recruiting, retention, career development and progression, management succession for key executives, corporate culture, diversity and employment practices | | | | | Management Development and Compensation Committee Interlocks and Insider Participation The members of the Company’s MDCC are Ms. Richie, Mr. Aguirre, Mr. Naylor and Ms. Zane. None of Ms. Richie, Mr. Aguirre, Mr. Naylor and Ms. Zane was, during 2024 or previously, an officer or employee of the Company or any of its subsidiaries. During 2024, there were no compensation committee interlocks required to be disclosed. In addition, no member of the MDCC had any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | MEMBERS: | Mr. Aguirre (Chair) Mr. Alves Mr. Parker Ms. Richie | 6 Meetings in 2024 | | PRIMARY RESPONSIBILITIES: | | | | | • Developing, and recommending to our Board for approval, qualifications for director candidates, taking into account applicable regulatory or legal requirements regarding experience, expertise or other qualifications for service on certain of our Board’s committees, as well as candidates’ ability to contribute to the diversity of the Board • Considering potential director nominees properly recommended by the Company’s stockholders, leading the search for other individuals qualified to become members of the Board, recommending to our Board for approval the director nominees to be presented for stockholder approval at the annual meeting, and recommending to the Board nominations for any vacancies that may arise on the Board prior to the annual meeting • Reviewing and making recommendations to our Board with respect to the Board’s leadership structure and the size and composition of the Board and the Board committees • Developing and annually reviewing our corporate governance principles, including guidelines for determining the independence of directors • Annually reviewing director compensation and benefits • Developing and recommending to the Board for its approval an annual self-evaluation process of the Board and the Board’s committees and overseeing the annual self-evaluation of our Board and its committees • Reviewing and, if appropriate, approving or ratifying any “transaction” between the Company and a “related person” required to be disclosed under SEC rules and annually reviewing the use and effectiveness of such policy • Reviewing our policies and procedures with respect to political spending • Reviewing actions in furtherance of our environmental, social and governance matters and activities • Reviewing and resolving any conflicts of interest involving directors or executive officers • Overseeing the risks, if any, related to our corporate governance structure and practices • Overseeing and discussing with management the risks, if any, related to our environmental and social responsibility actions and public policy initiatives | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| RISK COMMITTEE | MEMBERS: | Mr. Guthrie (Chair) Mr. Colao Mr. Coviello Mr. Parker | 7 Meetings in 2024 | | PRIMARY RESPONSIBILITIES: | | | | | • Assisting our Board in its oversight of our enterprise-wide risk management framework, including as it relates to credit and investment, market, liquidity, operational, cyber security (including information security and data privacy), compliance, third-party relationship and strategic risks •Reviewing and, at least annually, approving our risk governance framework, and our risk assessment and risk management practices, guidelines and policies, including significant policies that management uses to manage credit and investment, market, liquidity, operational, compliance and strategic risks • Reviewing and, at least annually, recommending to our Board for approval, our enterprise-wide risk appetite, including our liquidity risk tolerance, and reviewing and approving our strategy relating to managing key risks and other policies on the establishment of risk limits as well as the guidelines and policies for monitoring and mitigating such risks • Meeting separately, at least quarterly, with our CRO and the Bank’s CRO to discuss the Company’s risk assessment and risk management practices and related guidelines and policies •Receiving periodic reports from management on the metrics used to measure, monitor and manage known and emerging risks, including management’s view on acceptable and appropriate levels of exposure •Receiving reports from our internal audit, risk management and independent liquidity review functions on the results of risk management reviews and assessments, including the Company’s internal control system over operational and regulatory controls and of the adequacy of the processes for controlling the Company’s activities and managing its risk • Reviewing and approving, at least annually, the Company’s enterprise-wide capital and liquidity framework (including our contingency funding plan) for addressing liquidity needs during liquidity stress events • Reviewing, at least quarterly, in coordination with the Bank’s Risk Committee, the Company’s allowance for credit losses methodology, liquidity, risk appetite, regulatory capital and ratios, and internal capital adequacy assessment processes and our annual capital plan and the Bank’s resolution plan • Reviewing, at least quarterly, information provided by senior management to determine whether we are operating within our established risk appetite and sharing reports with the Board, at least semi-annually, reflecting the Company's material risks, mitigation strategies and any relevant public disclosure considerations • Reviewing the status of financial services regulatory examinations • Reviewing the independence, authority and effectiveness of our risk management function •Approving the appointment of, evaluating and, when appropriate, approving the replacement of the CRO •Reviewing the disclosure regarding risk contained in our annual and quarterly reports filed with the SEC | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| TECHNOLOGY COMMITTEE | MEMBERS: | Mr. Coviello (Chair) Ms. Chytil Mr. Guthrie | 4 Meetings in 2024 | | PRIMARY RESPONSIBILITIES: | | | | | •Reviewing the Company’s approach to technology-related innovation, including the Company’s competitive position and relevant trends in technology and innovation • Reviewing the technology development process to assure ongoing business growth •Providing a forum for dialogue on existing and emerging technologies which present opportunities or threats to the Company’s strategic agenda | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Communications with the Board of Directors Stockholders and any interested parties who would like to communicate with the Board or its committees may do so by writing to them via the Company’s Corporate Secretary by email at corporate.secretary@synchronyfinancial.com or by mail at Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut 06902 or by leaving a voicemail message at (800) 275-3301. Stockholders and any interested parties may also communicate with the Board (on an anonymous basis if desired) through a third-party managed hotline at (800) 477-6531 or https://synchrony.ethicspoint.com. All communications directed to the Board, the Chair of the Board or any other members of the Board are initially reviewed by the Company’s Ombuds Leader. Any communications that allege or report fiscal improprieties or complaints about internal accounting controls or other accounting or auditing matters are immediately forwarded to the Chair of the Audit Committee, the Deputy General Counsel and the Chief Audit Executive, and after consultation with the Chair of the Audit Committee, may be sent to the other members of the Audit Committee. Any communications that raise legal, ethical or compliance concerns about the Company’s policies or practices are immediately forwarded to the Deputy General Counsel and the Chief Compliance Officer. The Chair of the Board is advised promptly of any such communication that alleges misconduct on the part of the Company’s management or raises legal, ethical or compliance concerns about the Company’s policies or practices and that the Deputy General Counsel or the Chief Compliance Officer believes may be credible, and after consultation with the Chair of the Board, such communication may be reported to the other members of the Board or to a committee of the Board. Typically, the Ombuds Leader will not forward to the Company’s directors communications from stockholders or other communications that are of a personal nature or not related to the duties and responsibilities of the Board, including: junk mail and mass mailings; routine customer service complaints; human resources matters; service suggestions; resumes and other forms of job inquiries; opinion surveys and polls; business solicitations; or advertisements. Governance Principles Our Governance Principles provide the framework for the governance of the Company. The Nominating and Corporate Governance Committee is responsible for developing and implementing our Governance Principles, periodically reviewing such Governance Principles and recommending any proposed changes to the Board for approval. A copy of our Governance Principles is available on our website at http://investors.synchrony.com under “Governance—Governance Documents.” Code of Conduct We have adopted a Code of Conduct that applies to anyone who works for or represents Synchrony, including all directors, officers and employees. A copy of this code is available on our website at http://investors.synchrony.com under “Governance—Governance Documents.” We also expect that third parties such as our partners, agents, representatives and suppliers adhere to the high standards of ethical conduct outlined in Our Code. If we make any material amendments to this code or grant any waiver from a provision to our CEO, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K. Insider Trading Policy We have adopted an Insider Trading Policy, applicable to our directors, officers, employees and certain other persons, as well as the Company itself, that governs transactions in securities issued by the Company and we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards. The foregoing summary of our Insider Trading Policy is not complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy included as Exhibit 19.1 to our Form 10-K for the year ended December 31, 2024 filed with the SEC on February 7, 2025. Anti-Hedging and Anti-Pledging Restrictions Our Code of Conduct and Insider Trading Policy includes anti-hedging provisions that prohibit all directors, officers and employees from engaging in transactions in derivatives of or short-selling of Synchrony securities, including buying and writing options. We also maintain an anti-pledging policy that prohibits directors, officer and employees from pledging activity in Synchrony securities.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| Audit Matters |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Independent Auditor The Audit Committee retained KPMG LLP (“KPMG”) to audit our consolidated financial statements for 2024. In addition, the Audit Committee retained KPMG to provide other auditing and advisory services in 2024. In selecting KPMG as the independent auditor for 2025, the Audit Committee considered, among other factors, KPMG’s performance during 2024, including that of the lead audit partner, its independence and its attention to quality control matters. We understand the need for KPMG to maintain objectivity and independence in its audit of our financial statements. To minimize relationships that could appear to impair the objectivity of KPMG, our Audit Committee has restricted the non-audit services that KPMG may provide to us primarily to tax services and merger and acquisition due diligence and integration services. The Audit Committee also requires key KPMG partners assigned to our audit to be rotated at least every five years. Pre-Approval Process The Audit Committee approves all audit engagement fees and terms. It is the Audit Committee’s policy to review and pre-approve all audit and non-audit services provided to the Company by KPMG on an engagement-by-engagement basis. To minimize relationships that could appear to impair KPMG’s objectivity, it is the Audit Committee’s practice to restrict the non-audit services that may be provided to the Company by KPMG primarily to tax services and merger and acquisition due diligence and integration services. The Chair of the Audit Committee is authorized to pre-approve any audit or non-audit service on behalf of the Audit Committee, provided such decisions are presented to the full committee at its next regularly scheduled meeting. All services provided by KPMG during 2024 have been pre-approved in accordance with this process. Accounting Fees and Services The following table presents fees paid for the audit of our annual consolidated financial statements and all other professional services rendered by KPMG for the years ended December 31, 2024 and 2023.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| | FOR THE YEARS ENDED DECEMBER 31, | | | | 2024 | 2023 | | Audit fees | $5,515,097 | $5,059,578 | | Audit-related fees | 533,498 | 504,561 | | Tax fees | — | — | | All other fees | — | — | | Total fees | $6,048,595 | $5,564,139 |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
In the above table, in accordance with SEC rules, “Audit” fees are fees that we paid to KPMG for (i) the audit of the Company’s annual financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and review of financial statements included in the Quarterly Reports on Form 10-Q for the first, second, and third quarters of 2024, and (ii) services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements, including comfort letter procedures and consent-related procedures. “Audit-related” fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements, including agreed-upon procedures. “Tax” fees are fees for tax compliance, tax advice, and tax planning, and “All other” fees are fees for any services not included in the first three categories. Hiring Restrictions The Audit Committee has adopted restrictions on our hiring of any KPMG partner, director, manager, staff, advising member of the department of professional practice, reviewing actuary, reviewing tax professional and any other persons having responsibility for providing audit assurance on any aspect of KPMG’s certification of the Company’s financial statements. These restrictions are contained in our Audit Committee Key Practices, which are published on the Company’s website at http://investors.synchrony.com under “Governance—Governance Documents.” This document, or any other information on the Company's website, will not be deemed to be incorporated by reference into this proxy statement. AUDIT MATTERS Item 2—Ratification of the Selection of KPMG LLP as our Independent Registered Public Accounting Firm of the Company for 2025 We are asking our stockholders to ratify the selection of KPMG as our independent registered public accounting firm for 2025. The Audit Committee has approved the selection of KPMG as our independent registered public accounting firm for 2025. KPMG is currently our independent registered public accounting firm.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
| THE AUDIT COMMITTEE AND THE BOARD RECOMMEND A VOTE FOR ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2025. |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Although the Company is not required to seek stockholder approval of this appointment, the Board believes that doing so is consistent with sound corporate governance practices. If the selection is not ratified, the Audit Committee will explore the reasons for stockholder rejection and whether it is appropriate to select another independent auditor. We have been advised that representatives of KPMG will attend the Annual Meeting. They will have an opportunity to make a statement if they wish to do so and will be available to respond to appropriate questions. Audit Committee Report The Audit Committee reviews and oversees the Company’s financial reporting process on behalf of the Board, including the selection, evaluation, compensation and oversight of our independent auditor. Management has the primary responsibility for the Company’s financial statements and overall financial reporting process, including the Company’s internal control over financial reporting. KPMG, our independent auditor for 2024, has the responsibility to conduct an independent audit in accordance with generally accepted auditing standards and to issue an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles. In this context, the Audit Committee: •Has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2024; •Has discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC; •Has discussed with KPMG its assessment of the effectiveness of the Company’s internal control over financial reporting; •Has received from KPMG the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence; and •Has discussed with KPMG its independence, taking into consideration the amount and nature of the fees paid to the firm for audit and non-audit services. Based on the review and discussions described above, the Audit Committee has recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Respectfully submitted by the Audit Committee of the Board. Daniel Colao, Chair
STOCKHOLDER ENGAGEMENT MEETINGS
| | WHAT WE HEARD | OUR RESPONSE | | Peer Group | Peer group should reflect the companies with which we compete for talent. | •We reviewed the list of companies where our executives worked before joining Synchrony or after leaving Synchrony. •We reviewed regulatory expectations and skills needed to satisfy those expectations. •We adjusted our peer group after considering the analysis and recommendations of the MDCC’s independent compensation consultant. See “Peer Company Pay” for additional detail. |
STOCKHOLDER ENGAGEMENT MEETINGS
Item 3—Advisory Vote to Approve Named Executive Officer In accordance with Section 14A of the Exchange Act, we are asking stockholders to approve the compensation paid to our named executive officers, as disclosed in this proxy statement (the “Say-on-Pay Vote”). Although the voting results are not binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters, and the Company’s MDCC will consider the voting results when evaluating our executive compensation program. We believe that our executive compensation program aligns the interests of the Company’s executives with those of the Company and its stockholders. The program is intended to attract, retain and motivate high-caliber executive talent to enable the Company to maximize operational efficiency and long-term profitability. The program is also designed to differentiate compensation based upon individual contribution, performance and experience. WE ASK FOR YOUR ADVISORY APPROVAL OF THE FOLLOWING RESOLUTION: “RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation paid to Synchrony Financial’s named executive officers, as described in this proxy statement pursuant to Item 402 of Regulation S-K, including in the CD&A, compensation tables, notes and narrative discussion.”
STOCKHOLDER ENGAGEMENT MEETINGS
| THE BOARD RECOMMENDS A VOTE FOR approval of the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement. |
STOCKHOLDER ENGAGEMENT MEETINGS
Management The following table sets forth certain information concerning our current executive officers (other than Mr. Doubles): Alberto Casellas, Courtney Gentleman, Curtis Howse, Carol Juel, Jonathan S. Mothner, Darrell Owens, Bart Schaller, Amy Tiliakos and Brian J. Wenzel, Sr. For information concerning Mr. Doubles, see “Corporate Governance—Election of Directors.”
STOCKHOLDER ENGAGEMENT MEETINGS
| 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, 58, 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 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. Mr. Casellas received a B.A. in Economics from Yale University. | | Courtney Gentleman Executive Vice President and CEO—Diversified & Value | Ms. Gentleman, 52, has been the Executive Vice President and CEO of the Diversified & Value platform since August 2024. Prior to her current role, Ms. Gentleman served as Senior Vice President, Diversified & Value Leader from 2023 to 2024 and from 2016 to 2021, held chief marketing officer roles for the Company's Digital, Retail Card and Payment Solutions platforms. Ms. Gentleman is an active member of the board of Chicago buildOn, a non-profit organization focused on breaking the cycle of poverty, illiteracy and low expectations through service and education, and was named board chair in December 2021. Ms. Gentleman holds a B.S. in Political Science from Villanova University and an M.B.A. from Emory University’s Goizueta Business School. | | Curtis Howse Executive Vice President and CEO—Home & Auto | Mr. Howse, 61, 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. 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 board 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, 52, 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. Ms. Juel 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 ORBIE as the 2019 CIO of the Year, and was named one of the most “Influential Women in Payments” by PaymentsSource in 2016, 2017, 2023, and 2024. Ms. Juel earned a bachelor’s degree from the College of the Holy Cross. | | Jonathan S. Mothner Executive Vice President, Chief Risk and Legal Officer | Mr. Mothner, 61, 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. Earlier in his career, 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. | | Darrell Owens Executive Vice President and CEO—Lifestyle | Mr. Owens, 56, has been our Executive Vice President and Chief Executive Officer of our Lifestyle platform since August 2024. Prior to this role, Mr. Owens served as Senior Vice President, Lifestyle Platform Leader from 2021 to 2024; Senior Vice President, General Manager TJX from 2017 to 2021; Senior Vice President, General Manager BP from 2014 to 2017; and Senior Vice President Sales from 2010 to 2014. Prior to joining Synchrony, Mr. Owens held various roles in the financial services industry, including as Senior Vice President, Client Business Development at Citigroup from 2004 to 2010 and Vice President, National Sales at HSBC Retail Services from 2003 to 2004. Mr. Owens was inducted in the 2023 Class of the Executive Leadership Council. Mr. Owens earned his bachelor’s degree in business administration and management from Augustana College, where he serves as a member of the board of trustees. | | Bart Schaller Executive Vice President and CEO—Digital | Mr. Schaller, 56, 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. 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. | | Amy Tiliakos Senior Vice President, Chief Accounting Officer and Controller | Ms. Tiliakos, 43, has been our Senior Vice President, Chief Accounting Officer and Controller since August 2024. Prior to joining the Company, Ms. Tiliakos most recently served as U.S. Regulatory Reporting Vice President at American Express Company, a globally integrated payments company, from 2023 to 2024. Ms. Tiliakos joined American Express in 2013 and held various roles during her tenure, including External Reporting Vice President from 2021 to 2023, and Global Consumer Services Group Segment Controller Vice President from 2019 to 2021. Ms. Tiliakos is a Certified Public Accountant and holds a B.S. in Accounting from the University of Connecticut. | | Brian J. Wenzel, Sr. Executive Vice President, Chief Financial Officer | Mr. Wenzel, 57, 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. Mr. Wenzel received a B.S. from Marist College and is a CPA. |
STOCKHOLDER ENGAGEMENT MEETINGS
Compensation Discussion and Analysis
CEO PAY TRANSITION FROM 2021 to 2024
CEO PAY TRANSITION FROM 2021 to 2024 Our CEO, Brian Doubles, was elected to President and CEO in April 2021. The Board set a glide-path for Mr. Doubles’ pay starting below median in 2021 and increasing to higher levels over multiple years, subject to Mr. Doubles' performance as well as Synchrony’s performance under his leadership, as follows: •Year 1 (2021): The MDCC set CEO pay around the 25th percentile of market data to allow increases commensurate with his performance and experience over time. •Year 2 (2022): After considering Mr. Doubles' performance, the MDCC targeted the 40th to 50th percentile based on existing market data; however, peer proxy filings later showed significant market movement, resulting in 2022 CEO pay below intended levels relative to market. •Year 3 (2023): CEO pay increased to approximately $17 million, reflecting performance, aligning to the intended glide-path and factoring the prior year’s market movement. •Year 4 (2024): With our updated peer group (see “Peer Company Pay”) and continued market movement, CEO pay is again below market median, and the Committee is monitoring pay closely to recognize performance and manage retention risk.
Consistent and Sustainable Performance
Consistent and Sustainable Performance Our executive compensation program provides the greatest pay opportunity when executives demonstrate superior performance for sustained periods of time. It also rewards executives for executing our Company’s strategy through business cycles, so that short-term considerations do not compromise the achievement of long-term strategic objectives. The emphasis on consistent performance affects annual salary and equity incentive compensation. With the prior year’s salary and equity awards serving as an initial basis for consideration, the final determinations for salary and equity awards are based on assessing an executive’s past performance and expected future contributions. Because current year, past and sustainable performance are incorporated into compensation decisions, any percentage increase or decrease in total annual compensation tends to be more gradual than in a framework focused mainly on current-year performance.
Peer Company Pay
Peer Company Pay We also considered compensation levels and pay practices at our peer companies when reviewing 2024 pay levels, with additional consideration based on the size, scope and impact of each executive’s role, leadership skills, experience and performance. Our peer group is designed to provide a credible representation for assessing the competitiveness of executive compensation (both in amounts and structure), as well as for performance comparisons for annual and long-term incentives. In response to and as part of our shareholder engagement, we reviewed our peer group considering: (1) prior work history and experience of our executive talent, (2) companies that recruit our executive talent, and (3) the skills required to operate effectively in our highly regulated environment, including increased regulatory requirements after surpassing $100 billion in assets. Based on this analysis and our business mix, the MDCC decided to remove regional and community banks and add financial institutions that we believe more appropriately reflect our business, size, complexity and competition for executive talent. Our 2024 peer group is shown in the table below:
Peer Company Pay
| CONSUMER FINANCE | DIVERSIFIED FINANCIAL SERVICES | | | Ally Financial Inc. | Block, Inc. | Mastercard Incorporated | | American Express Company | Fidelity National Information Services, Inc. | PayPal Holdings, Inc. | | Bread Financial Holdings, Inc. | Fiserv, Inc. | Visa Inc. | | Capital One Financial Corporation | Global Payments Inc. | Voya Financial, Inc. |
Peer Company Pay
Note: Block, Inc. and Voya Financial, Inc. were added to the 2024 peer group; in addition to Discover Financial (removed due to its pending acquisition and interim CEO), the following community and regional banks were removed: Citizens Financial Group, Inc., M&T Bank Corporation, Fifth Third Bancorp, KeyCorp, Huntington Bancshares Incorporated and Regions Financial Corporation. As of December 31, 2024, Synchrony was at the 67th percentile rank in assets, 45th percentile rank in revenue and 26th percentile rank in market capitalization, as compared to the 2024 peer group. 2024 Financial and Business Highlights
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”) | | | Annual equity awards are granted following the release of the Company’s annual earnings report | | | Significant portion of incentive and overall compensation paid in equity | | | Greater percent of equity grants in Long-Term Performance Share Units (“PSUs”) (55% of the LTI mix) |
BEST PRACTICE COMPENSATION PROGRAMS AND POLICIES
| | 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 PSUs | | | Compensation is subject to claw-back in the event of misconduct in addition to “no fault” in the case of financial restatements for all NEOs |
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 other than benefits available to all employees |
BEST PRACTICE COMPENSATION PROGRAMS AND POLICIES
| | 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 |
BASE SALARY
BASE SALARY Base salaries for our NEOs depend on several factors, including the size, scope and impact of their role, market data, leadership skills, length of service and individual performance and contributions. The MDCC regularly reviews base salaries and benchmark data provided by its independent compensation consultant. For 2024, the MDCC adjusted the CEO, Brian Doubles’ salary based on his performance, experience and the market median of our peer group. Similarly, the MDCC made adjustments for certain of the other NEOs based on market movement, where deemed appropriate.
2024 ANNUAL INCENTIVE
2024 ANNUAL INCENTIVE The MDCC approved the 2024 metrics for Synchrony’s Annual Incentive Plan (“AIP”) consistent with the prior year based on two weighted quantitative metrics and one qualitative metric tied to specific goals and targets, as 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 company strategy and 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 the company strategy of expanding the business to drive future earnings. •Strategy and Culture (20% weighting) — A qualitative metric that drives accountability to a framework focused on specified goals and targets – approved by the MDCC – related to Synchrony’s culture and strategic results. The framework for this metric includes multiple areas of focus with specific targets approved by the MDCC in the first quarter of the year and performance tracked through year-end prior to AIP decisions being made. The AIP metrics, weights and goals approved at the March 2024 MDCC meeting and performance against those goals are shown below:
2024 ANNUAL INCENTIVE
| | | GOALS | | | ASSOCIATED PAYOUT | | | CALCULATION | | | METRIC | WEIGHT | MIN | TARGET | MAX | MIN | TARGET | MAX | 2024 PERFORMANCE | 2024 WEIGHTED PAYOUT | | PPNR minus Charge-Offs | 50% | $3,850 | $4,850 | $5,850 | 50% | 100% | 200% | $4,773 | 48.1% | | Average Receivables Growth | 30% | 7.0% | 10.0% | 13.0% | 50% | 100% | 200% | 7.3% | 16.9% | | Strategy & Culture | 20% | Based on Framework | | | 50% | 100% | 200% | 200% | 40.0% | | | | | | | | | | Total Payout: | 105.0% |
2024 ANNUAL INCENTIVE
Key goals within the framework approved by the MDCC for Strategy and Culture Metric and associated performance are shown below. The MDCC approved 40% funding – mainly due to (i) achieving all the goals approved by the MDCC at the beginning of the year, (ii) the $802 million after-tax gain on sale of Pets Best, and (iii) the improvement in Fortune’s Best Companies to Work For® ranking from #20 to #5 in 2024.
2024 ANNUAL INCENTIVE
| STRONG FOUNDATION | DRIVE GROWTH | COMMUNITY SUPPORT | GREAT PLACE TO WORK® | | •Cost Efficiency – improved industry-leading efficiency ratio to 30% •Bank Deposits – increase in bank deposits to over $82 billion •Fiscal Strength – $1.4 billion in capital returned to stockholders during 2024 | •Partnerships – added or renewed over 90 partnerships •Health & Wellness – increased average loan receivables to $15.1 billion •Pets Best – disposition resulting in $802 million after-tax gain on sale | •Education – increased the number of participants in Reskilling programs by over 50% from 2023 to 2024 •Investments – donations of approximately $20 million in 2024 to help communities we service and improve education and skills | •Pay Fairness – maintained pay fairness for all employees in 2024 based on 3rd party analysis •Fortunes’ “Top 100” Great Place to Work – improved ranking to #5 in the U.S. in 2024 |
2024 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 and targets approved by the MDCC – in particular the $802 million after-tax gain on sale of Pets Best which did not impact either of the financial goals – the aggregate performance and payout for the annual incentive plan was 105% of target. The MDCC awarded each NEO 105% of their target annual incentive for 2024 as follows:
2024 ANNUAL INCENTIVE
| NAME OF EXECUTIVE | 2024 TARGET ANNUAL INCENTIVE | 2024 ANNUAL INCENTIVE PAYOUT | | Brian Doubles | $2,500,000 | $2,625,000 | | Brian Wenzel | $1,087,500 | $1,141,875 | | Jonathan Mothner | $1,050,000 | $1,102,500 | | Carol Juel | $1,050,000 | $1,102,500 | | Alberto Casellas | $812,500 | $853,125 |
2024 LONG-TERM INCENTIVE (LTI) AWARDS
2024 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’ interests with stockholders’ interests, (iv) support retention, and (v) mitigate risk through long-term ownership and stock holdings. The amount of long-term equity 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 2024, the target LTI awards for NEOs were delivered 45% in RSUs and 55% in PSUs. The MDCC delivers over half of the LTI mix in PSUs to further align the interests of management with metrics designed to reflect long-term success of the Company beyond increasing stock price.
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 2024. In 2024, 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 through the applicable vesting date.
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 2024 that are scheduled to vest based on financial performance over the 2024-2026 (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, subject to the relative TSR modifier discussed below. Target payout levels set for the 2024–2026 performance period require:
PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD
| | Growth in Diluted EPS over the performance period, and | | | An increase in ROE as compared to prior year’s grant |
PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD
Performance below threshold for diluted EPS and ROE results in forfeiture of the PSUs 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 are designed to 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. The relative Total Shareholder Return (“TSR”) modifier promotes alignment of PSUs outcomes with relative shareholder returns. Grants of PSUs will vest at the end of the 3-year period in the event performance conditions are met and based on the NEO’s continued employment. The MDCC established the PSU performance goals to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. The 2024 PSU grants continue to include a TSR modifier of +/-20% based on our TSR performance relative to peers established at the beginning of the performance period. The details of how the modifier impacts the final payout calculations are shown below:
PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD
| TSR PERFORMANCE vs PEERS | MODIFIER* | | Bottom Quartile | 80% | | Median | No Impact | | Top Quartile | 120% |
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 2024:
PERFORMANCE SHARE UNITS (PSUs) – 55% OF LTI AWARD
| NAME OF EXECUTIVE | RESTRICTED STOCK UNITS | PERFORMANCE SHARE UNITS | TOTAL | | Brian Doubles | $6,187,508 | $8,047,035 | $14,234,543 | | Brian Wenzel | $1,524,392 | $1,982,504 | $3,506,896 | | Jonathan Mothner | $1,305,021 | $1,697,230 | $3,002,251 | | Carol Juel | $1,305,021 | $1,697,230 | $3,002,251 | | Alberto Casellas | $1,141,888 | $1,485,076 | $2,626,964 |
2022-2024 LONG-TERM PERFORMANCE AWARDS (PSUs) PAYOUTS
2022-2024 LONG-TERM PERFORMANCE AWARDS (PSUs) PAYOUTS In 2022, the MDCC granted performance-based, long-term PSUs that vested based on financial performance over the 2022–2024 performance period. The metrics used during the 3-year performance period were chosen to balance executives’ focus on profitability, returning capital to investors and growing the Company. Target payouts set for the 2022–2024 performance period required annual growth in Diluted EPS over the period, and a 1% higher ROE than the prior PSU award. The chart below reflects (i) the performance against goals approved at the beginning of the 3-year performance period, (ii) overall negative adjustments to GAAP that neutralize the impact of the proposed legislative changes related to the Consumer Financial Protection Bureau’s amendments to Regulation Z late fees rule and related mitigants, and (iii) adjustments to neutralize the effects of other one-time items including restructuring charges and new deals.
2022-2024 LONG-TERM PERFORMANCE AWARDS (PSUs) PAYOUTS
| METRIC | WEIGHT | GOALS | | | ASSOCIATED PAYOUT | | | CALCULATION | | | | | MIN | TARGET | MAX | MIN | TARGET | MAX | 2022-2024 PERFORMANCE | 2022-2024 PAYOUT | | Cumulative Diluted EPS | 50% | $12 | $15 | $18 | 50% | 100% | 150% | $19.64 | 150.0% | | Return on Equity | 50% | 13.0% | 16.0% | 19.0% | 50% | 100% | 150% | 20.34% | 150.0% | | | | | | | | | Weighted Average: | | 150.0% | | | | | | | | | TSR Adjustment Factor: | | 117.0% | | | | | | | | | | Total Payout: | 175.5% |
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION The majority of our equity awards to our directors, executive officers and other eligible employees are made based on a predetermined schedule each year and paid in the form of RSUs and/or PSUs. Our annual equity awards are approved during the first quarter of each year and the grant effective date is generally on or about March 1. Additionally, our directors receive the equity portion of their annual compensation, in the form of RSUs, in equal quarterly installments on the last day of each quarter. As a result of this schedule, historically, our annual and quarterly grants have not been close in time to the release of material nonpublic information in our quarterly earnings releases or periodic reports on Forms 10-Q or 10-K. We also issue equity awards on an ad hoc basis, in the form of RSUs and/or PSUs, for new hires, promotions and special recognitions, among other reasons. For the year ended December 31, 2024, we did not grant stock options or similar awards and have not made such grants in recent years.
RISK REVIEW OF INCENTIVE PLANS
RISK REVIEW OF INCENTIVE PLANS Each year, we conduct a risk analysis on each of our incentive plans. In 2024, 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. 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 2024, the MDCC engaged Meridian to provide advice regarding market pay levels, market 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. Compensation Committee Report The MDCC of the Board of Directors of Synchrony has reviewed and discussed the Compensation Discussion and Analysis with Synchrony’s management, and based on our review and discussions with management, we recommend to Synchrony’s Board of Directors that this Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Respectfully submitted by the MDCC of the Board.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
| NAME | YEAR | SALARY | STOCK AWARDS(1) | NON-EQUITY INCENTIVE PLAN COMP. (2) | ALL OTHER COMP. (3) | TOTAL | | Brian Doubles | 2024 | $1,232,692 | $14,234,543 | $2,625,000 | $684,021 | $18,776,256 | | | 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 | | Brian Wenzel | 2024 | $720,673 | $3,506,896 | $1,141,875 | $312,023 | $5,681,467 | | | 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 | | Jonathan Mothner | 2024 | $700,000 | $3,002,251 | $1,102,500 | $325,610 | $5,130,361 | | | 2023 | $700,000 | $2,200,033 | $1,767,150 | $264,327 | $4,931,510 | | Carol Juel | 2024 | $700,000 | $3,002,251 | $1,102,500 | $299,873 | $5,104,624 | | | 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 | | Alberto Casellas | 2024 | $645,673 | $2,626,964 | $853,125 | $371,638 | $4,497,400 |
2024 SUMMARY COMPENSATION TABLE
(1)For 2024, these amounts represent the grant date fair value of RSUs and three-year PSUs calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). For RSUs, the value is assumed to be the stock price on the grant date (or the last completed trading day prior to the grant date) and for PSUs, the value is based on the probable achievement of the performance goals as of the date of grant and a Monte Carlo analysis for the expected impact of the TSR modifier. The value of the PSU awards, assuming that the highest level of performance conditions will be achieved is as follows: Mr. Doubles ($12,070,533); Mr. Wenzel ($2,973,756); Mr. Mothner ($2,545,845); Ms. Juel ($2,545,845); and Mr. Casellas ($2,227,614). (2)This column represents amounts paid under Synchrony’s Annual Incentive Plan. The MDCC awarded a final payout of 105.0% for the 2024 performance year. See the CD&A for further information regarding the Annual Incentive Plan. (3)See “2024 All Other Compensation Table” for additional information about All Other Compensation paid with respect to 2024.
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 – 2024 Compensation Elements”). As a result, our CEO and other NEO CAP is highly correlated with investor interests. 2021, 2023, and 2024 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 five-year time period ending in 2024. 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 PSU 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.
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 2024 to Company performance. How each of these performance measures is used in determining our NEOs’ compensation is discussed above in the 2024 Compensation Elements section of our CD&A.
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 | | Diluted Earnings Per Share | | Relative Total Shareholder Return |
Determination of Compensation Actually Paid
Determination of Compensation Actually Paid The tables below show the reconciliation between the amounts provided for 2024 in the “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.
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) | | 2024 | $18,776,256 | ($14,234,543) | $53,647,414 | $58,189,127 | | 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) | | 2024 | $5,103,462 | ($3,034,590) | $11,810,545 | $13,879,417 |
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 other 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.
2024 INDEPENDENT DIRECTORS’ COMPENSATION TABLE
| NAME OF DIRECTOR | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS(2) | TOTAL | | Aguirre | $155,000 | $165,083 | $320,083 | | Alves | $169,239 | $165,083 | $334,322 | | Chytil | $135,000 | $165,083 | $300,083 | | Colao(3) | $38,804 | $41,275 | $80,079 | | Coviello | $160,000 | $165,083 | $325,083 | | Guthrie | $175,000 | $165,083 | $340,083 | | Naylor (Chair) | $245,000 | $290,172 | $535,172 | | Parker | $135,000 | $165,083 | $300,083 | | Richie | $155,000 | $165,083 | $320,083 | | Zane | $135,000 | $165,083 | $300,083 |