Corporate Governance

Audit Committee

The Board has determined that each of Mr. Naylor and Mr. Alves qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of RegulationS-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.

Management Development and Compensation Committee

Each of Mr. Hartnack, Mr. Naylor and Ms. Richie qualifies as “outside directors” within the meaning of Section 162(m) (“Section 162(m)”) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and as“non-employee directors” within the meaning of Rule16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board of Directors’ Leadership Structure and Role in Risk Oversight

The Board is led by ournon-executive Chair, Mr. Hartnack. We believe that having an independent director serve as the non-executive Chair of the Board is in the best interests of our stockholders. The separation of roles allows our Chair to focus on the organization and effectiveness of the Board. At the same time, it allows our CEO to focus on executing our strategy and managing our operations, performance and risks following our transition to being a fully stand-alone public company.

We manage enterprise risk using an integrated framework that includes Board-level oversight, administration by a group of cross-functional management committees, andday-to-day implementation by a dedicated risk management team led by the CRO. The Board (with input from the Risk Committee) is responsible for approving the Company’s enterprise-wide risk appetite statement and framework, as well as certain other risk management policies, and oversees the Company’s strategic plan and enterprise-wide risk management program.

The Board regularly devotes time during its meetings to review and discuss the most significant risks facing the Company and management’s responses to those risks. During these discussions, the CEO, the CFO, the CRO, the General Counsel and other members of senior management present management’s assessment of risks, a description of the most significant risks facing the Company and any mitigating factors and plans or practices in place to address and monitor those risks. The Board has also delegated certain of its risk oversight responsibilities to its committees.

The Risk Committee of the Board has responsibility for the oversight of the risk management program, and the three other board committees have other oversight roles with respect to risk management within their respective oversight areas. Several management committees and subcommittees have important roles and responsibilities in administering the risk management program. This committee-focused governance structure provides a forum through which risk expertise is applied cross-functionally to all major decisions, including development of policies, processes and controls used by the CRO and risk management team to execute our risk management philosophy. The enterprise risk management philosophy is to ensure that all relevant risks are appropriately identified, measured, monitored and controlled. The approach in executing this philosophy focuses on leveraging risk expertise to drive enterprise risk management using a strong governance framework structure, a comprehensive enterprise risk assessment program and an effective risk appetite framework.

Responsibility for risk management flows to individuals and entities throughout our Company, including the Board, various Board and management committees and senior management. The corporate culture and values, in conjunction with the risk management accountability incorporated into the integrated Risk Management

Corporate Governance

The “First Line of Defense” is comprised of the business areas whoseday-to-day activities involve decision-making and associated risk-taking for the Company. As the business owner, the first line is responsible for identifying, assessing, managing and controlling that risk, and for mitigating our overall risk exposure. The first line formulates strategy and operates within the risk appetite and risk governance framework. The “Second Line of Defense,” also known as the independent risk management organization, provides oversight of first line risk-taking and management. The second line assists in determining risk capacity, risk appetite, and the strategies, policies and structure for managing risks. The second line owns the risk governance framework. The “Third Line of Defense” is comprised of Internal Audit. The third line provides independent and objective assurance to senior management and to the Board and Audit Committee that first and second line risk management and internal control systems and its governance processes are well-designed and working as intended.

Attendance at 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 2017, the Board held 9 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 (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods for which he or she has served). All directors attended the 2017 Annual Meeting of Stockholders.

Meetings ofNon-Management and Independent Directors

In accordance with our Governance Principles, at the conclusion of every Board meeting, the independent directors have an executive session without anynon-independent directors present. The Chair of the Board, Mr. Hartnack, presides at executive sessions. During executive sessions, the independent directors have complete access to Company personnel as they may request.

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.

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 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 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 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.

Corporate Governance

Code of ConductItem 2—Advisory Vote to Approve Named Executive

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.synchronyfinancial.com under “Corporate Governance.” If we make any substantive 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 Form8-K.

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.synchronyfinancial.com under “Corporate Governance.”

Section 16(a) Beneficial Ownership Reporting Compliance

Based upon a review of our records, we believe that all reports required to be filed by our directors, officers and holders of more than 10% of our common stock pursuant to Section 16(a) of the Exchange Act during 2017 were filed on a timely basis, except for one late Form 4 filed by Mr. Whynott reporting the withholding of shares for tax purposes and a Form 5 reporting dividend equivalent units received by each Section 16 Filer (as defined below) in connection with six dividend payments.

Management Development and Compensation Committee Interlocks and Insider Participation

The members of the Company’s MDCC are Mr. Hartnack, Mr. Naylor and Ms. Richie. None of Mr. Hartnack, Mr. Naylor and Ms. Richie was, during 2017 or previously, an officer or employee of the Company or any of its subsidiaries. During 2017, 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 RegulationS-K under the Exchange Act.

Compensation Matters

Item 2—Advisory Vote to Approve Named Executive Officer Compensation

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 on pages28-49 (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. Consistent with the direction of our stockholders at our 2015 annual meeting, theSay-on-Pay Vote is held on an annual basis until the nextnon-binding stockholder vote on the frequency with which theSay-on-Pay Vote should be held in 2021.

We believe that our executive compensation program aligns the interests of the Company’s executives and other key employees 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 on pages28-49.”

		The Board recommends a voteFOR approval of the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement.statement on pages 30–51 (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. Consistent with the direction of our stockholders at our 2015 annual meeting, theSay-on-Pay Vote is held on an annual basis until the nextnon-binding stockholder vote on the frequency with which theSay-on-Pay Vote should be held in 2021.
We believe that our executive compensation program aligns the interests of the Company’s executives and other key employees 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 on pages 30–51.” 25      Management The following table sets forth certain information concerning our executive officers (other than Ms. Keane): Brian D. Doubles, Henry F. Greig, Neeraj Mehta, Jonathan S. Mothner, Paul Whynott, David P. Melito and Thomas M. Quindlen, as well as David Fasoli, who retired from his position as of January 1, 2019 and served in anon-executive officer role at Synchrony to assist in the transition of his duties until April 2019. For information concerning Ms. Keane, see “Corporate Governance—Election of Directors.” Name and present position with the Company Age, period served in present position and other business experience   Brian D. Doubles Executive Vice President and CFO Mr. Doubles, 43, has been our Executive Vice President and CFO since February 2014 and has served as CFO of GE’s North American retail finance business since January 2009 and a member of the board of directors of the Bank since 2009. From July 2008 to January 2009, Mr. Doubles served as Vice President of Financial Planning and Analysis of GE’s global consumer finance business. From March 2007 to July 2008, Mr. Doubles led the wind-down of GE’s U.S. mortgage business as CFO and subsequently as CEO. From May 2006 to March 2007, Mr. Doubles served as Vice President of Financial Planning and Analysis of GE’s North American retail finance business. From January 2001 to May 2006, Mr. Doubles served in roles of increasing responsibility for GE’s internal audit staff. From February 1998 to January 2001, Mr. Doubles held various roles as part of a General Electric Company (“GE”) management leadership program. Mr. Doubles received a B.S. in Engineering from Michigan State University. David Fasoli Former Executive Vice President and CEO—CareCredit Mr. Fasoli, 60, was our Executive Vice President and CEO of the CareCredit platform from February 2014 until December 2018 and served as President and CEO of the CareCredit platform of GE’s North American retail finance business since March 2008. From June 2003 to March 2008, he served as General Manager of the Home and Recreational Products Business of GE’s North American retail finance business. Prior to June 2003, Mr. Fasoli served as Vice President of Client Development of GE’s North American retail finance business and held several positions of increasing responsibility within GE and GE’s North American retail finance business in finance, client development, business integration and quality. Mr. Fasoli received a B.S. in Business and Economics from the State University of New York at Albany.     28        Synchrony  |  2019 Annual Meeting and Proxy Statement Compensation Matters   Management The following table sets forth certain information concerning our executive officers (other than Ms. Keane): Brian D. Doubles, Henry F. Greig, Jonathan S. Mothner, Paul Whynott, David P. Melito, Thomas M. Quindlen and David Fasoli (together with the Board, the “Section 16 Filers”), as well Glenn P. Marino, who retired from his position as of January 1, 2018 and is currently serving in anon-executive officer role at Synchrony to assist in the transition of his duties. For information concerning Ms. Keane, see “Corporate Governance—Election of Directors.” Name and present position with the Company   Age, period served in present position and other business experience Henry F. Greig Executive Vice President, Chief Credit Officer and Capital Management Leader Mr. Greig, 56, has been our Executive Vice President, Chief Credit Officer and Capital Management Leader since April 2017. He previously served as our Executive Vice President and CRO from February 2014 to April 2017. Mr. Greig served as CRO of GE’s North American retail finance business from October 2010 to February 2014, and the Bank from May 2011 to April 2017. Mr. Greig was also a member of the board of directors of the Bank from 2011 to January 2016. From June 2004 to October 2010, Mr. Greig served as CRO of the Retail Card platform of GE’s North American retail finance business. From December 2002 to June 2004, Mr. Greig served as Vice President of Risk for GE’s North American retail finance business. From June 2000 to December 2002, Mr. Greig served as Vice President of Information & Customer Marketing of GE’s North American retail finance business. Prior to that, Mr. Greig served in various business and risk positions with affiliates of GE. Mr. Greig received an A.B. in Mathematics from Bowdoin College and an M.S. in Applied Mathematics from Rensselaer Polytechnic Institute. Neeraj Mehta Executive Vice President, CEO—Payment Solutions and Chief Commercial Officer Mr. Mehta, 48, has been Executive Vice President and CEO of our Payment Solutions platform and our Chief Commercial Officer since January 2018. He previously served as our Executive Vice President of Business Strategy and Development from January 2015 to December 2017. From January 2012 to December 2014, Mr. Mehta served as President and CEO of GE Capital, Commercial Distribution Finance. From January 2008 to December 2011, Mr. Mehta served as President and CEO of GE Capital, Bank Loan Group and Managing Director of GE Capital Europe, Bank Loans. Mr. Mehta joined GE in 1996 where he held numerous executive roles. Mr. Mehta received a B.A. in Social Ecology from the University of California, Irvine and an M.B.A. in Finance and Accounting from Syracuse University. David P. Melito Senior Vice President, Chief Accounting Officer and Controller Mr. Melito, 53, has been our Senior Vice President, Chief Accounting Officer and Controller since February 2014 and has served as Controller for GE’s North American retail finance business since March 2009. From January 2008 to March 2009, Mr. Melito served as Global Controller, Technical Accounting for GE Capital Aviation Services. From January 2001 to January 2008, Mr. Melito served as Global Controller, Technical Accounting for GE Capital Commercial Finance. Prior to that, Mr. Melito worked in public accounting. Mr. Melito holds a B.A. in Accounting from Queens College, City University of New York, and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Jonathan S. Mothner Executive Vice President, General Counsel and Secretary Mr. Mothner, 55, has been our Executive Vice President, General Counsel and Secretary since February 2014 and has served as General Counsel for GE’s North American retail finance business since January 2009 and the Bank since September 2011. From December 2005 to July 2009, Mr. Mothner served as Chief Litigation Counsel and Chief Compliance Officer of GE’s global consumer finance business. From June 2004 to December 2005, Mr. Mothner served as Chief Litigation Counsel and head of the Litigation Center of Excellence of GE Commercial Finance. From May 2000 to June 2004, Mr. Mothner served as Litigation Counsel of GE’s global consumer finance business. Prior to joining GECC, Mr. Mothner served in various legal roles in the U.S. Department of Justice and a private law firm. Mr. Mothner received a B.A. in Economics from Hobart College and a J.D. from New York University School of Law. Thomas M. Quindlen Executive Vice President and CEO—Retail Card Mr. Quindlen, 56, has been our Executive Vice President and CEO of our Retail Card platform since February 2014 and has served as Vice President of the Retail Card platform for GE’s North American retail finance business since December 2013. From January 2009 to December 2013, Mr. Quindlen served as Vice President and CEO of GECC Corporate Finance. From November 2005 to January 2009, Mr. Quindlen served as President of GECC Corporate Lending, North America. From March 2005 to November 2005, Mr. Quindlen served as Vice President and CEO of GECC Commercial Financial Services. From May 2002 to March 2005, Mr. Quindlen served as President and CEO of GECC Franchise Finance. From September 2001 to May 2002, Mr. Quindlen served as Senior Vice President of GECC Global Six Sigma for Commercial Equipment Financing. Prior to that, Mr. Quindlen served in various sales, marketing, business development and financial positions with GE affiliates. Mr. Quindlen received a B.S. in Accounting from Villanova University. Paul Whynott Executive Vice President, Chief Risk Officer Mr. Whynott, 48, has been our Executive Vice President and CRO since April 2017. From May 2014 to April 2017, Mr. Whynott served as our Executive Vice President and Chief Regulatory Officer. Prior to joining Synchrony Financial, Mr. Whynott served as Senior Supervisory Officer, Financial Institution Supervision Group at the Federal Reserve Bank of New York from April 2011 to May 2014 and he held various leadership positions of increasing responsibility from August 1992 to May 2014. Mr. Whynott received a B.A. in Economics from Connecticut College and an M.B.A. in Finance from the Columbia School of Business, Columbia University. Synchrony  |  2019 Annual Meeting and Proxy Statement        29     Compensation Matters Compensation Discussion and Analysis Executive Summary Business and Strategic Updates We generated strong operational and financial results in 2018, including the acquisition of the U.S. PayPal Credit program, which is the largest partner win in our history. While we did not renew the Walmart program, we successfully renewed over 50 relationships, including five of our largest ongoing programs—PayPal, Lowe’s, JC Penney and, in January 2019, Amazon and Sam’s Club, a Walmart subsidiary. In addition to renewing key partnerships, we won over 35 new business deals. We continued to grow our Payment Solutions Car Care and HOME credit card networks. In addition, we expanded our CareCredit network into 11 new specialties. We continue to invest in our digital capabilities and expanded our network, focusing on ease of card use across platforms, as well as card utility, and enhancing our competitive position in the rapidly changing marketplace. Fiscal Year 2018 Financial Performance Highlights •   44.2% Increase in Net Earnings to $2.8 billion •   54.5% Increase in Diluted Earnings Per Share to $3.74 •   Returned $2.4 billion in capital to stockholders ($1.9 billion in share repurchases           and $0.5 billion in dividends) •   Industry leading Efficiency Ratio* of 30.8% •   Better 2018 Return on Assets than two out of three direct peers** •   Increased Deposits 13.3% to $64.0 billion, now 73% of total funding   * For Synchrony, Efficiency Ratio represents (i) other expense, divided by (ii) net interest income,     after retailer share arrangements, plus other income. ** Direct peers include American Express Company, Capital One Financial Corporation     and Discover Financial Services. Stockholder Engagement and Responsiveness to 2018 Vote Following our 2018 Annual Meeting of Stockholders, the MDCC reviewed the results of the stockholder advisory vote on executive compensation in which approximately 66% of votes were cast in favor of the proposal, a decline from 97% in 2017. Grew Net Earnings 44% Grew Diluted EPS 55% Returned Capital to Stockholders $2.4B The MDCC and management conducted extensive outreach with our stockholders leading up to and following our 2018 Annual Meeting to better understand their perspectives on our compensation program, particularly for those who voted against oursay-on-pay proposal. In total, we reached out to our top 30 stockholders representing over 60% of our outstanding shares and had conversations with all stockholders who expressed interest in meeting with us (14 stockholders representing approximately 35% of our outstanding shares). We also engaged with proxy advisory firms. Richard Hartnack, Chair of the Board and Chair of the MDCC, participated in the vast majority of the meetings with stockholders, and feedback received was regularly shared and discussed with our full Board. Name and present position     30        Synchrony  |  2019 Annual Meeting and Proxy Statement Compensation Matters The MDCC considered several potential changes to the compensation program and discussed them with the Companyfull Board and with investors during our stockholder engagement. Following these helpful dialogues and the MDCC’s own discussions, a number of actions were taken, several of which are highlighted below.   Areas of Focus Actions We Took   AvoidOne-Time Special   Equity Grants •   The MDCC determined that it would not make specialone-time grants to NEOs other than to attract external hires   Emphasize Alignment   of Pay for Performance •   Our CEO voluntarily agreed with the MDCC to forfeit $1 million in RSUs granted to her in 2018 •   Our CEO received no increase in any component of her direct total pay for 2018 •   While the Company delivered strong financial performance in 2018, given thenon-renewal of the Walmart program and the Company’s annual TSR for 2018 relative to peers, the MDCC applied a 10% decrease in the AIP award for all executives   Further Align Incentive   Metrics with Stockholders,   Including by Adding Relative   TSR Performance Measure •   The MDCC added a TSR modifier to our long-term PSUs to be granted in 2019 that will be linked to stockholder returns relative to peers over the 2019–2021 performance period •   We increased the weight of Net Earnings in our annual cash bonus awards under the AIP (1/3 in 2017, 45% in 2018 and 50% in 2019)   Add Transparency   to Disclosure •   We enhanced disclosure of our pay metrics in this proxy statement, providing minimum, target and maximum funding goals for both our annual cash bonus awards under the AIP and the 2016–2019 PSUs   Age, period served in present position and other business experience   Brian D. DoublesSynchrony  |  2019 Annual Meeting and Proxy Statement        31      Executive Vice President Compensation Matters Mix of Pay A majority of our NEOs’ compensation is performance-based and CFOtherefore at risk. The only fixed compensation paid is base salary, which represents approximately 11% of the CEO’s total direct compensation and no more than 28% of the other NEOs’ total direct compensation.				Mr. Doubles, 42, has beenThe mix of direct pay as of the end of 2018 for our Executive Vice PresidentCEO and CFO since Februaryis shown below.     32        Synchrony  |  2019 Annual Meeting and Proxy Statement Compensation Matters Align Incentives with Stockholders The MDCC evaluates several financial and operational achievements against our peers, including return measures, growth metrics, efficiency ratio and TSR. Performance during 2018 against our peers ranked first or second out of our direct peers for Efficiency Ratio and Return on Assets. During the five-year period from 2014 through 2018, our annualized receivables growth rate and annualized earnings growth rate ranked first compared to our direct peers: Synchrony  |  2019 Annual Meeting and Proxy Statement        33     Compensation Matters Best Practice Compensation Programs and Policies The MDCC has served as CFO of GE’s North American retail finance business since January 2009 and a member ofimplemented the board of directors of the Bank since 2009. From July 2008 to January 2009, Mr. Doubles served as Vice President of Financial Planning and Analysis of GE’s global consumer finance business. From March 2007 to July 2008, Mr. Doubles led the wind-down of GE’s U.S. mortgage business as CFO and subsequently as CEO. From May 2006 to March 2007, Mr. Doubles served as Vice President of Financial Planning and Analysis of GE’s North American retail finance business. From January 2001 to May 2006, Mr. Doubles served in roles of increasing responsibility for GE’s internal audit staff. From February 1998 to January 2001, Mr. Doubles held various rolesfollowing measures as part of a General Electric Company (“GE”) management leadership program. Mr. Doubles received a B.S. in Engineering from Michigan State University.our executive compensation programs:   What We Do:  What We Don’t Do: Substantial portion of executive pay based on performance against goals set by the MDCC   No hedging or pledging of Company stock   Risk governance framework underlies compensation decisions   No employment agreements for executive officers   Updated: Enhanced stock ownership requirements for executive officers   No taxgross-ups for executive officers   Minimum vesting of 12 months for any options or stock appreciation rights   No discretion to accelerate the vesting of awards   Minimum vesting of 12 months for any restricted stock or RSUs   No cash buyouts of stock options or stock appreciation rights with exercise prices that are notin-the-money   Limited perquisites   No payout of dividends on unvested equity prior to the vesting date   Use of peer company benchmarking   No backdating or repricing of stock option awards   Double-trigger vesting of equity and long-term incentive plan awards upon change in control   Updated: Compensation subject to claw-back in the event of misconduct and expanded to “no fault” in the case of financial restatements   One-year“Say-on-Pay” frequency   Updated: New independent compensation consultant advises the MDCC Compensation Philosophy Synchrony Program Principles Synchrony’s executive compensation program is intended to discourage excessive or imprudent risk-taking while at the same time promoting and supporting the key principles outlined below. The program is also designed to be consistent with our safety and soundness and to identify, measure, monitor and control incentive compensation arrangements. The key principles guiding this program and underlying the oversight of our program by Synchrony’s MDCC are: Performance—compensation programs are linked to business and individual performance against both qualitative and quantitative goals and objectives; Values—compensation programs are also linked to how employees demonstrate the behaviors and values expected of our employees; Stockholder Alignment—compensation program should be designed to align management incentives with the creation of stockholder returns over the long-term; Market Competitiveness—compensation programs should be competitive with the external labor markets;     Henry F. Greig34        Synchrony  |  2019 Annual Meeting and Proxy Statement Compensation Matters Internal Equity—compensation programs should be internally equitable, subject to the employee’s experience, performance and other relevant factors; Prudent Risk—compensation programs, particularly in the form of incentive compensation, must not encourage employees to expose the Company to inappropriate or excessive risks and should be based in part on the long-term performance outcomes of risks taken. Employees should take risks only within approved policy limits, in accordance with the MDCC charter and key practices and in consideration of Synchrony’s ability to effectively identify and manage such risks, including credit, operational and reputational risks; Fair Customer Treatment—compensation programs should encourage employees to follow established Company procedures and to treat customers fairly; and Reporting Concerns—compensation programs should be designed in such a way as to encourage employees to raise concerns without fear of retaliation. The consistent application of these design principles enables Synchrony to maintain compensation programs that are reasonable, balanced and effectively attract, retain, motivate and engage employees to achieve the mission, goals and objectives of Synchrony in a way that is compatible with effective risk management controls and long-term stockholder value. A robust performance review process is a critical element in all reward decisions. Key Considerations in Setting Compensation   Executive Vice President,For 2018, we used the following considerations in setting compensation for our NEOs:   Chief Credit OfficerConsistent and   Capital Management Leader		Mr. Greig, 55, has been 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 Executive Vice President, Chief Credit OfficerCompany’s strategy through business cycles, so that the achievement of long-term strategic objectives is not compromised by short-term considerations. The emphasis on consistent performance affects annual salary and Capital Management Leader since April 2017. He previously servedequity incentive compensation. With the prior year’s salary and grant serving as an initial basis for consideration, the final determinations for salary and grants is are based on an assessment of 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 the amount of total annual compensation tends to be more gradual than in a framework that is focused solely or largely on current-year performance. Balanced Compensation Approach—We strive to provide an appropriate mix of compensation elements to achieve a balance between short versus long-term compensation, cash versus equity incentive compensation and other features that cause the amounts ultimately received by the NEOs to appropriately reflect risk and risk outcomes. Cash payments primarily, but not exclusively, reward more recent performance, whereas equity awards encourage our NEOs to continue to deliver results over a longer period of time, align our executives’ interests with the interests of our stockholders and serve as a retention tool. We believe that the compensation paid or awarded to our NEOs should be more heavily weighted toward rewards based on our Company’s sustained operating performance as well as our Executive Vice Presidentstock price performance over the long-term. Qualitative and CRO from February 2014Quantitative Factors—Quantitative formulas are not used exclusively in determining the amount of compensation. While quantitative calculations and formulas set the funding and cap award levels for our performance-based programs, the MDCC can use qualitative factors such as performance in the context of the economic environment relative to April 2017. Mr. Greig served as CROother companies, risk considerations, execution of GE’s North American retail finance business from October 2010our strategic plan and leadership competencies/values. Risk Mitigation—Our compensation program is balanced, focused on the long term and takes into consideration the full range and duration of risks associated with an NEO’s activities. Under this structure, the highest amount of compensation can be achieved through consistent superior performance but only within the limits of our stated risk appetite. In addition, significant portions of compensation are earned only over the longer term and may be adjusted during the vesting period for risk outcomes. This provides strong incentives for executives to February 2014,manage our Company for the long term while avoiding excessive risk-taking in the short term. As discussed further below under “Compensation and Risk,” Synchrony’s MDCC reviews the relationship between our risk management policies and practices and the Bank from May 2011incentive compensation provided to April 2017. Mr. Greigour NEOs. Peer Company Pay—We also considered compensation levels and pay practices at our direct peers and other peer companies when setting target pay levels in 2018. The peer group was also a memberselected to reflect publicly traded financial services companies headquartered in the United States considering assets, annual revenue and market capitalization equal to approximatelyone-half totwo-times Synchrony’s size. At the time of the boardpeer group selection, Synchrony was at the peer 29th percentile in assets, 76th percentile in revenue and 55th percentile in market capitalization, based on financial information from the most recent fiscal year prior to the meeting. Synchrony  |  2019 Annual Meeting and Proxy Statement        35     Compensation Matters The list of directors of the Bank from 2011peer companies used to January 2016. From June 2004 to October 2010, Mr. Greig servedprovide market reference and set target pay levels for 2018 was as CRO of the Retail Card platform of GE’s North American retail finance business. From December 2002 to June 2004, Mr. Greig served as Vice President of Risk for GE’s North American retail finance business. From June 2000 to December 2002, Mr. Greig served as Vice President of Information & Customer Marketing of GE’s North American retail finance business. Prior to that, Mr. Greig served in various business and risk positions with affiliates of GE. Mr. Greig received an A.B. in Mathematics from Bowdoin College and an M.S. in Applied Mathematics from Rensselaer Polytechnic Institute.follows:
Jonathan S. Mothner   Consumer Finance   Executive Vice President,   General Counsel and Secretary Mr. Mothner, 54, has been our Executive Vice President, General Counsel and Secretary since February 2014 and has served as General Counsel for GE’s North American retail finance business since January 2009 and the Bank since September 2011. From December 2005 to July 2009, Mr. Mothner served as Chief Litigation Counsel and Chief Compliance Officer of GE’s global consumer finance business. From June 2004 to December 2005, Mr. Mothner served as Chief Litigation Counsel and head of the Litigation Center of Excellence of GE Commercial Finance. From May 2000 to June 2004, Mr. Mothner served as Litigation Counsel of GE’s global consumer finance business. Prior to joining GECC, Mr. Mothner served in various legal roles in the U.S. Department of Justice and a private law firm. Mr. Mothner received a B.A. in Economics from Hobart College and a J.D. from New York University School of Law.   Paul Whynott   Executive Vice President,   Chief Risk Officer Mr. Whynott, 47, has been our Executive Vice President and CRO since April 2017. From May 2014 to April 2017, Mr. Whynott served as our Executive Vice President and Chief Regulatory Officer. Prior to joining Synchrony Financial, Mr. Whynott served as Senior Supervisory Officer, Financial Institution Supervision Group at the Federal Reserve Bank of New York from April 2011 to May 2014 and he held various leadership positions of increasing responsibility from August 1992 to May 2014. Mr. Whynott received a B.A. in Economics from Connecticut College and an M.B.A. in Finance from the Columbia School of Business, Columbia University.         26 Data Processing Commercial Banks   Compensation Matters
Ally Financial Inc. Name and present position with the Company Age, period served in present position and other business experience   David P. Melito   Senior Vice President,   Chief Accounting Officer   and Controller Mr. Melito, 52, has been our Senior Vice President, Chief Accounting Officer and Controller since February 2014 and has served as Controller for GE’s North American retail finance business since March 2009. From January 2008 to March 2009, Mr. Melito served as Global Controller, Technical Accounting for GE Capital Aviation Services. From January 2001 to January 2008, Mr. Melito served as Global Controller, Technical Accounting for GE Capital Commercial Finance. Prior to that, Mr. Melito worked in public accounting. Mr. Melito holds a B.A. in Accounting from Queens College, City University of New York, and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. MasterCard Incorporated BB&T Corporation   American Express Company PayPal Holdings, Inc. Citizens Financial Group, Inc.   Capital One Financial Corporation Visa Inc. Comerica Incorporated   Discover Financial Services Fifth Third Bancorp Huntington Bancshares Incorporated KeyCorp M&T Bank Corporation The PNC Financial Services Group, Inc. Regions Financial Corporation SunTrust Banks, Inc. Zions Bancorporation   Thomas M. Quindlen   Executive Vice President For 2019, upon the recommendation of Meridian Compensation Partners, LLC (“Meridian”), the MDCC’s new independent advisor, the MDCC intends to update Synchrony’s peer group to include more data processors and CEO—Retail Card		Mr. Quindlen, 55, has been our Executive Vice Presidentconsumer finance companies (Santander Consumer USA Holdings, Fidelity National Information Services, Alliance Data Systems, Fiserv, and CEO of our Retail Card platform since February 2014Total System Services) and has served as Vice President of the Retail Card platform for GE’s North American retail finance business since December 2013. From January 2009 to December 2013, Mr. Quindlen served as Vice President and CEO of GECC Corporate Finance. From November 2005 to January 2009, Mr. Quindlen served as President of GECC Corporate Lending, North America. From March 2005 to November 2005, Mr. Quindlen served as Vice President and CEO of GECC Commercial Financial Services. From May 2002 to March 2005, Mr. Quindlen served as President and CEO of GECC Franchise Finance. From September 2001 to May 2002, Mr. Quindlen served as Senior Vice President of GECC Global Six Sigma for Commercial Equipment Financing. Prior to that, Mr. Quindlen served in various sales, marketing, business development and financial positionseliminate banks with GE affiliates. Mr. Quindlen received a B.S. in Accounting from Villanova University.
Glenn P. Marino   Executive Vice President,   CEO—Payment Solutions and   Chief Commercial Officer		Mr. Marino, 61, was Executive Vice President and CEO of our Payment Solutions platform and our Chief Commercial Officer from February 2014 until January 2018 and served as CEO of the Payment Solutions platform and as Chief Commercial Leader of GE’s North American retail finance business since December 2011. From July 2002 to December 2011, Mr. Marino served as CEO of the Sales Finance platform of GE’s North American retail finance business. From March 1999 to July 2002, Mr. Marino served as CEO of Monogram Credit Services, a joint venture between GE and BankOne (now JPMorgan Chase & Co.). From February 1996 to March 1999, Mr. Marino served as CRO of the Visa/MasterCard division of GE’s North American retail finance business. Prior to that, Mr. Marino served as Vice President of Risk within Citigroup’s U.S. retail banking business. Mr. Marino received a B.S. in Biology from Syracuse University and an M.B.A. from the University of Michigan.
David Fasoli   Executive Vice President   and CEO—CareCredit		Mr. Fasoli, 59, has been our Executive Vice President and CEO of our CareCredit platform since February 2014 and has served as President and CEO of the CareCredit platform of GE’s North American retail finance business since March 2008. From June 2003 to March 2008, he served as General Manager of the Home and Recreational Products Business of GE’s North American retail finance business. Prior to June 2003, Mr. Fasoli served as Vice President of Client Development of GE’s North American retail finance business and held several positions of increasing responsibility within GE and GE’s North American retail finance business in finance, client development, business integration and quality. Mr. Fasoli received a B.S. in Business and Economics from the State University of New York at Albany.