DEF 14A

DEF 14A 1 d330618ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):


☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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NOTICE OF 2022

ANNUAL MEETING

OF STOCKHOLDERS

Dear Stockholders:

You are invited to attend Synchrony Financial’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 19, 2022 at 11:00 a.m., Eastern Time, for the following purposes:

• To elect the 12 directors named in the proxy statement for the coming year;

• To approve our named executive officers’ compensation in an advisory vote;

• To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2022; and

• To consider any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.

The meeting will be held virtually to provide expanded access, improved communication and cost savings for our stockholders and Synchrony Financial. Hosting a virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location. We ensure that at our virtual meeting, all attendees are afforded the same rights and opportunities to participate as they would at an in-person meeting. During the live Q&A session of the meeting, we answer questions as they come in, and we commit to publishing each question received following the meeting. The live webcast is available to stockholders and the general public at the time of the meeting, and a replay of the meeting is made publicly available on the company’s website. The website address for the virtual meeting is: www.virtualshareholdermeeting.com/SYF2022.

To participate in the meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The meeting will begin promptly at 11:00 a.m., Eastern Time. Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow for time to complete the online check-in procedure. You are eligible to vote if you were a stockholder of record at the close of business on March 24, 2022. Proxy materials are being mailed or made available to stockholders on or about April 5, 2022. Whether or not you plan to attend the meeting, please submit your proxy by mail, internet or telephone to ensure that your shares are represented at the meeting.

Sincerely,

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Jonathan S. Mothner

Executive Vice President,

General Counsel and Secretary

April 5, 2022

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PROXY

LOGISTICS

AT A GLANCE

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DATE

May 19, 2022

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TIME

11:00 a.m. Eastern Time

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VIRTUAL MEETING

WEBSITE ADDRESS

www.virtualshareholder meeting.com/SYF2022

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RECORD DATE

March 24, 2022

IMPORTANT NOTICE

REGARDING INTERNET

AVAILABILITY OF PROXY MATERIALS FOR THE 2022

ANNUAL MEETING TO BE

HELD ON MAY 19, 2022

Our proxy materials relating to our Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com.

2022 ANNUAL MEETING AND PROXY STATEMENT / 1

TABLE OF

CONTENTS


PROXY SUMMARY			4

CORPORATE GOVERNANCE			10

Item 1—Election of Directors			17

Committees of the Board of Directors			26

Board Leadership Structure			29

Board of Directors’ Role in Risk Oversight			30

Attendance at Meetings			30

Executive Sessions of Independent Directors			31

Communications With the Board of Directors			31

Code of Conduct			31

Governance Principles			31

Management Development and Compensation Committee Interlocks and Insider Participation			31

COMPENSATION MATTERS			32

Item 2—Advisory Vote to Approve Named Executive Officer Compensation			32

Management			32

Compensation Discussion and Analysis			34

Compensation Philosophy			38

Compensation Governance			41

2021 Compensation Elements			42

Compensation and Risk			48

Compensation Committee Report			48

2021 Executive Compensation			49

Independent Directors’ Compensation			59

CEO Pay Ratio			62

2 / 2022 ANNUAL MEETING AND PROXY STATEMENT



AUDIT MATTERS			63

Independent Auditor			63

Item 3—Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2022			64

Audit Committee Report			64

BENEFICIAL OWNERSHIP			65

Related Person Transactions			67

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING			68

Voting Information			68

Proxy Solicitation and Document Request Information			70

Information About Attending the 2022 Annual Meeting			70

ADDITIONAL INFORMATION			71

Other Business			71

Annual Report and Company Information			71

Stockholder Proposals for the 2023 Annual Meeting			71

Important Notice Regarding Internet Availability of Proxy Materials for the 2022 Annual Meeting to be held on May 19, 2022			71

2022 ANNUAL MEETING AND PROXY STATEMENT / 3


PROXY SUMMARY

This summary highlights certain information in this proxy statement in connection with our 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As it is only a summary and does not contain all of the information you should consider, please review the complete proxy statement before you vote. In this proxy statement, references to the “Company” and to “Synchrony” are to Synchrony Financial. For answers to frequently asked questions regarding the Annual Meeting, please refer to pages 68-70 of this proxy statement. Proxy materials are being mailed or made available to stockholders on or about April 5, 2022.
LOGISTICS		VOTING
	DATE May 19, 2022		BY MAIL You may date, sign and promptly return your proxy card by mail in a postage prepaid envelope (such proxy card must be received by May 18, 2022).
	TIME 11:00 a.m. Eastern Time		BY TELEPHONE

	VIRTUAL MEETING WEBSITE ADDRESS www.virtualshareholdermeeting.com/SYF2022		You may use the toll-free telephone number shown on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card up until 11:59 p.m., Eastern Time, on May 18, 2022.
	RECORD DATE March 24, 2022		BY THE INTERNET In Advance
			You may vote online by visiting the internet website address indicated on your Notice or proxy card or scan the QR code indicated on your Notice or proxy card with your mobile device, and follow the on-screen instructions until 11:59 p.m., Eastern Time, on May 18, 2022.
ELIGIBILITY TO VOTE
You are eligible to vote if you were a stockholder of record at the close of business on March 24, 2022.

			At the Annual Meeting
			You may attend the virtual Annual Meeting by visiting this internet website address: www.virtualshareholdermeeting.com/SYF2022.

AGENDA

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Election of 12 directors named in this proxy statement

Majority of votes cast

Page Reference — 17

BOARD

RECOMMENDATION FOR

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Advisory approval of our named executive officers’ compensation

Majority of votes cast

Page Reference —32

BOARD

RECOMMENDATION FOR

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Ratify the selection of KPMG LLP as our independent registered public accounting firm for 2022

Majority of votes cast

Page Reference — 64

BOARD

RECOMMENDATION FOR

4 / 2022 ANNUAL MEETING AND PROXY STATEMENT

As the pandemic continued in 2021, Synchrony enacted strategic business changes to help ensure both short- and long-term success under this new business paradigm. Synchrony also successfully managed through a smooth CEO leadership transition while reorganizing the business to drive further growth for Synchrony’s partners and the Company. We also strived to be a best-in-class employer through increased transparency and support for our employees and the communities we serve. These changes and focused efforts coincided with some of our strongest business results since our IPO with record purchase volume of $166 billion and record net earnings of $4.2 billion.

STRATEGIC BUSINESS CHANGES

CEO Succession and other Leadership Changes— After leading Synchrony to become a publicly traded company and establishing the company’s culture and direction for more than a decade, Margaret Keane became Executive Chair and transitioned day-to-day leadership to Brian Doubles as President and CEO in April 2021. With the Board’s oversight and guidance, Margaret’s mentorship, and Brian’s background as President and prior to that as CFO, we believe the succession plan has been successful, as evidenced by our continued strong business results and feedback we’ve received from investors, employees, partners and other stakeholders.

Organizing for Growth—In June 2021, Synchrony announced organizational changes to further align our resources with our partners and evolving consumer expectations, while leveraging our innovation, data, expertise and scale to deliver products and capabilities to market faster. The changes are designed to help drive continued growth, execute our strategy, and deliver the right capabilities to partners and consumers through the industry’s most complete digitally enabled consumer financing and payments product suite. Based on their feedback, our partners have broadly embraced the reorganization and feel it will help better support their needs.

INCREASED TRANSPARENCY AND SUPPORT FOR EMPLOYEES AND COMMUNITIES

New Way of Working—By providing flexibility to employees on where they work, the company has embraced the wellness needs of the workforce. Turnover remains below pre-pandemic levels; 93% of employees are satisfied with our new way of working; applicant pools are up more than 25% and we have reduced the time to hire qualified applicants for our salaried roles.

Increased Transparency and Support for Diversity— With increased transparency on pay equity and representation, Synchrony is further embracing equity, diversity, and inclusion. In 2021, Synchrony worked with an independent 3rd party to continue our annual practice of reviewing the company’s pay equity for all employees globally with respect to base salary and bonus controlled for variables that impact pay including level, geography, function, and experience. Based on the analysis, Synchrony invested more than $5 million in pay adjustments, resulting in the company meeting its goal of 100% pay equity for employees across genders globally and across racial/ethnic groups in the United States. Synchrony is committed to continuing our global pay equity analysis and disclosing the results each year. Additionally, as further described below, both pay equity and increasing diverse representation year-over-year are now factors used by our Board of Directors in determining bonus funding for more than 3,500 leaders across the company. This focus has resulted in year-over-year improvement in diverse demographics by increasing representation of Blacks and Hispanics at the Vice President+ level in the U.S. and increasing the number of females in executive level roles globally. As of December 2021, our workforce in the U.S. comprised 46% non-white, 20% Black, 16% Hispanic, 7% Asian and globally, 59% female.

Supporting our Employees—In 2021, we continued to invest in our people through enhancements in compensation, benefits, flexibility and career development. We gave our employees the choice to work from home permanently which allows our diverse workforce—with diverse needs—the ability to choose the option that works best for them and to reap the benefits of greater work/life balance. We also raised our starting hourly wage to $20 per hour, increasing the standard of living for more than 5,000 full- and part-time employees in the U.S.

Supporting our Communities—Over the last three years, Synchrony’s new community development lending and investment activities totaled more than $1.2 billion. In 2021, Synchrony continued to support our communities in a variety of ways including (i) supplier diversity (ii) financial education (iii) skills and career development and (iv) investment in diverse startups. Synchrony was recognized as #7 on JUST Capital’s most recent list of U.S. Companies Supporting Healthy Communities and Families.

2022 ANNUAL MEETING AND PROXY STATEMENT / 5

PROXY SUMMARY

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Supplier Diversity—Our increased efforts to support diverse suppliers has increased diverse representation in companies included in our Request for Proposals (RFPs) for contracts by 300%. Approximately half of the diverse suppliers responding to our proposals were selected to work with Synchrony.

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Financial Education—Synchrony participates in Project REACh (“Roundtable for Economic Access and Change”) as a member of the steering committee of the Alternative Credit Assessment Utility Workstream to improve credit availability and consumer financial literacy for underserved communities, individuals and small businesses.

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Skilling and Career Development—Synchrony continues to form new partnerships with nonprofit organizations already on the front lines of bringing education and skills training to the underserved in their communities including partnerships with LatinX Executive Alliance, TheMOMproject, AfroTech, and The Great Transformation organizations. In 2021, we refocused the mission of our Synchrony Foundation to better support and align our equity, diversity and inclusion efforts through a new platform called Education as an Equalizer. We invested $50 million in helping underrepresented groups acquire the skills, resources and training they need to advance their careers and livelihoods. In November 2021, Synchrony opened its doors to its new multi-million-dollar state-of-the-art Skills Academy

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SEC Form DEF 14A filed by Synchrony Financial