We are asking our stockholders to ratify the selection of KPMG as our independent registered public accounting firm for 2022. The Audit Committee has approved the selection of KPMG as our independent registered public accounting firm for 2022. KPMG is currently our independent registered public accounting firm. | | | | | | | | | | | | | | THE AUDIT COMMITTEE AND THE BOARD RECOMMEND | | | | | | | | | | A VOTE FOR | | | | | | | | | | ratification of the selection of KPMG as our independent registered public accounting firm for 2020. The Audit Committee has approved the selection of KPMG as our independent registered public accounting firm for 2020. KPMG is currently our independent registered public accounting firm.2022. | | |  | Although the Company is not required to seek stockholder approval of this appointment, the Board believes that doing so is consistent with good 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. | |
Although the Company is not required to seek stockholder approval of this appointment, the Board believes that doing so is consistent with good 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 2019,2021, 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, 2019;2021; Has discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301: Communications with Audit Committees; 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 Public Company Accounting Oversight Board 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 andnon-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, 20192021 be included in the Company’s Annual Report on Form10-K for the year ended December 31, 20192021 for filing with the SEC. Respectfully submitted by the Audit Committee of the Board. Jeffrey G. Naylor, Chair Paget L. Alves Olympia J. Snowe Ellen M. Zane 
Synchrony64 •/ 2020 Annual Meeting and Proxy Statement 63 2022 ANNUAL MEETING AND PROXY STATEMENT
At March 16, 2022, we had 506,222,525 shares of common stock outstanding. The following table shows information regarding the beneficial ownership of our common stock by: 
Our CEO and each of our named executive officers; Each of our directors; and All directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Synchrony common stock subject to options or RSUs held by that person that are currently exercisable or exercisable (or in the case of RSUs, vested or vest) within 60 days of the date of this proxy statement are deemed to be issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of each other stockholder. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. Except as noted by footnote, all stockholdings are as of March 16, 2022, and the percentage of beneficial ownership is based on 506,222,525 shares of common stock outstanding as of March 16, 2022. | | | | | | NAME OF BENEFICIAL OWNER | | NUMBER OF SHARES | | PERCENT OF TOTAL | | | | The Vanguard Group—100 Vanguard Blvd., Malvern, PA 19355 (1) | | 65,499,366 | | 12.9% | | | | Capital World Investors—333 South Hope Street, 55th Fl, Los Angeles, CA 90071 (2) | | 50,314,580 | | 9.9% | | | | BlackRock, Inc.—55 East 52nd Street, New York, NY 10055 (3) | | 46,743,789 | | 9.2% | | | | FMR LLC—245 Summer Street, Boston, MA 02210 (4) | | 33,426,568 | | 6.6% | | | | Margaret M. Keane (5) | | 1,067,499 | | * | | | | Brian D. Doubles (6) | | 434,843 | | * | | | | Alberto Casellas (7) | | 53,869 | | * | | | | Carol Juel (8) | | 92,479 | | * | | | | Tom M. Quindlen (9) | | 201,105 | | * | | | | Brian J. Wenzel, Sr. (10) | | 76,827 | | * | | | | Fernando Aguirre (11) | | 23,944 | | * | | | | Paget L. Alves (11) | | 11,850 | | * | | | | Kamila Chytil (11) | | 0 | | * | | | | Arthur W. Coviello, Jr. (11) | | 30,926 | | * | | | | William W. Graylin (11) | | 50,028 | | * | | | | Roy A. Guthrie (11) | | 11,045 | | * | | | | Jeffrey G. Naylor (11) | | 43,286 | | * | | | | P.W. “Bill” Parker (11) | | 12,858 | | * | | | | Laurel J. Richie (11) | | 14,597 | | * | | | | Olympia J. Snowe (11) | | 8,988 | | * | | | | Ellen M. Zane (11) | | 847 | | * | | | | All directors and executive officers as a group (23 persons) | | 2,774,655 | | * |
2022 ANNUAL MEETING AND PROXY STATEMENT / 65
BENEFICIAL OWNERSHIP
BENEFICIAL OWNERSHIP
At March 16, 2020, we had 587,232,613 shares of common stock outstanding.
The following table shows information regarding the beneficial ownership of our common stock by:
All persons known by us to own beneficially more than 5% of our common stock;
Our CEO and each of our named executive officers;
Each of our directors; and
All directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Synchrony common stock subject to options or RSUs held by that person that are currently exercisable or exercisable (or in the case of RSUs, vested or vest) within 60 days of the date of this proxy statement are deemed to be issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of each other stockholder. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.
Except as noted by footnote, all stockholdings are as of March 16, 2020, and the percentage of beneficial ownership is based on 587,232,613 shares of common stock outstanding as of March 16, 2020.
| | | | | | | | | Name of Beneficial Owner | | Number of
Shares | | | Percent of Total | | The Vanguard Group—100 Vanguard Blvd., Malvern, PA 19355(1) | | | 53,037,946 | | | | 9.03% | | GIC Private Limited—168, Robinson Road#37-01, Capital Tower Singapore 068912(2) | | | 41,907,785 | | | | 7.01% | | BlackRock, Inc.—55 East 52nd Street, New York, NY 10055(3) | | | 41,189,773 | | | | 7.01% | | FMR LLC—245 Summer Street, Boston, MA 02210(4) | | | 35,383,831 | | | | 6.03% | | Margaret M. Keane(5) | | | 877,606 | | | | * | | Brian D. Doubles(6) | | | 311,063 | | | | * | | Henry F. Greig(7) | | | 301,160 | | | | * | | Neeraj Mehta(8) | | | 160,306 | | | | * | | Tom M. Quindlen(9) | | | 295,295 | | | | * | | Brian J. Wenzel Sr.(10) | | | 79,270 | | | | * | | Fernando Aguirre | | | 0 | | | | * | | Paget L. Alves(11) | | | 8,136 | | | | * | | Arthur W. Coviello, Jr.(12) | | | 17,673 | | | | * | | William W. Graylin(13) | | | 66,775 | | | | * | | Roy A. Guthrie(14) | | | 15,027 | | | | * | | Richard C. Hartnack(15) | | | 6,792 | | | | * | | Jeffrey G. Naylor(16) | | | 39,962 | | | | * | | Laurel J. Richie(17) | | | 12,987 | | | | * | | Olympia J. Snowe(18) | | | 5,664 | | | | * | | Ellen M. Zane(19) | | | 712 | | | | | | All directors and executive officers as a group (20 persons) | | | 2,627,956 | | | | * | |
* Denotes less than 1.0%
64 Synchrony • 2020 Annual Meeting and Proxy Statement
BENEFICIAL OWNERSHIP
(1) | Based on a Schedule 13G/A filed on February 12, 2020 by The Vanguard Group regarding its holdings, together with its subsidiaries, of our common stock as of December 31, 2019. The Schedule 13G/A discloses that the reporting entity had sole voting power as to 917,439 of the shares, shared voting power as to 180,530 of the shares, sole dispositive power as to 52,014,626 of the shares and shared dispositive power as to 1,023,320 of the shares.
|
(2) | Based on a Schedule 13G/A filed on February 14, 2020 by GIC Private Limited regarding its holdings of our common stock as of December 31, 2019. The Schedule 13G/A discloses that the reporting entity had sole voting power as to 36,491,806 of the shares, shared voting power as to 5,415,979 of the shares, sole dispositive power as to 36,491,806 of the shares and shared dispositive power as to 5,415,979 of the shares.
|
(3) | Based on a Schedule 13G/A filed on February 6, 2020 by BlackRock, Inc. regarding its holdings, together with its subsidiaries, of our common stock as of December 31, 2019. The Schedule 13G/A discloses that the reporting entity had sole voting power as to 35,092,111 of the shares, shared voting power as to none of the shares, sole dispositive power as to 41,189,773 of the shares and shared dispositive power as to none of the shares.
|
(4) | Based on a Schedule 13G filed on February 7, 2020 by FMR LLC regarding its holdings, together with certain of its subsidiaries and affiliates, of our common stock as of December 31, 2019. The Schedule 13G discloses that the reporting entity had sole voting power as to 3,954,371 of the shares, shared voting power as to none of the shares, sole dispositive power as to 35,383,831 of the shares and shared dispositive power as to none of the shares.
|
(5) | Includes 84,276 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 100,832 stock options that vested on April 1, 2020. Each restricted stock unit represents a contingent right to receive one share of our common stock.
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(6) | Includes 45,277 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 23,261 stock options that vested on April 1, 2020.
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(7) | Includes 10,681 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 17,644 stock options that vested on April 1, 2020.
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(8) | Includes 18,539 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 30,410 stock options that vested on April 1, 2020.
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(9) | Includes 13,595 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 22,301 stock options that vested on April 1, 2020.
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(10) | Includes 3,898 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 6,418 stock options that vested on April 1, 2020.
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(11) | Includes 426 restricted stock units that vested on March 31, 2020.
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(12) | Includes 2,139 restricted stock units that vested on March 31, 2020.
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(13) | Includes 2,139 restricted stock units that vested on March 31, 2020.
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(14) | Includes 426 restricted stock units that vested on March 31, 2020. Mr. Guthrie is the Investment Manager of Guthrie 2012 Investments LP, which owns the reported securities. Mr. Guthrie disclaims beneficial ownership of the shares of common stock held by Guthrie 2012 Investments LP, except to the extent of his direct pecuniary interest therein.
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(15) | Includes 821 restricted stock units that vested on March 31, 2020.
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(16) | Includes 426 restricted stock units that vested on March 31, 2020.
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(17) | Includes 2,139 restricted stock units that vested on March 31, 2020.
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(18) | Includes 426 restricted stock units that vested on March 31, 2020.
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(19) | Includes 712 restricted stock units that vested on March 31, 2020.
|
Synchrony • 2020 Annual Meeting and Proxy Statement 65
BENEFICIAL OWNERSHIP | (1) | Based on a Schedule 13G/A filed on February 10, 2022 by The Vanguard Group regarding its holdings, together with its subsidiaries, of our common stock as of December 31, 2021. The Schedule 13G/A discloses that the reporting entity had sole voting power as to none of the shares, shared voting power as to 894,632 of the shares, sole dispositive power as to 63,203,840 of the shares and shared dispositive power as to 2,295,526 of the shares. |
| (2) | Based on a Schedule 13G/A filed on February 11, 2022 by Capital World Investors regarding its holdings of our common stock as of December 31, 2021. The Schedule 13G discloses that the reporting entity had sole voting power as to 50,314,580 of the shares, shared voting power as to none of the shares, sole dispositive power as to 50,314,580 of the shares and shared dispositive power as to none of the shares. |
| (3) | Based on a Schedule 13G/A filed on February 3, 2022 by BlackRock, Inc. regarding its holdings, together with its subsidiaries, of our common stock as of December 31, 2021. The Schedule 13G/A discloses that the reporting entity had sole voting power as to 39,981,213 of the shares, shared voting power as to none of the shares, sole dispositive power as to 46,743,789 of the shares and shared dispositive power as to none of the shares. |
| (4) | Based on a Schedule 13G/A filed on February 9, 2022 by FMR LLC regarding its holdings, together with certain of its subsidiaries and affiliates, of our common stock as of December 31, 2021. The Schedule 13G/A discloses that the reporting entity had sole voting power as to 5,665,177 of the shares, shared voting power as to none of the shares, sole dispositive power as to 33,426,568 of the shares and shared dispositive power as to none of the shares. |
| (5) | Includes 30,379 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 64,509 stock options that vested on April 1, 2022. Each restricted stock unit represents a contingent right to receive one share of our common stock. |
| (6) | Includes 16,047 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 13,511 stock options that vested on April 1, 2022. |
| (7) | Includes 2,581 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 4,500 stock options that vested on April 1, 2022. |
| (8) | Includes 3,996 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 6,952 stock options that vested on April 1, 2022. |
| (9) | Includes 6,639 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 11,577 stock options that vested on April 1, 2022. |
| (10) | Includes 1,989 restricted stock units (before netting out shares of our common stock withheld to pay the tax liability of the reporting person) and 3,463 stock options that vested on April 1, 2022. |
| (11) | Includes 847 restricted stock units that vested on March 31, 2022. |
66/ 2022 ANNUAL MEETING AND PROXY STATEMENT
BENEFICIAL OWNERSHIP RELATED PERSON TRANSACTIONS There were no transactions or proposed transactions between the Company and any officer, director or nominee for director, any stockholder beneficially owning more than 5% of any class of our voting stock or any immediate family member of any of them, since January 1, 2019,2021, of the type or amount required to be disclosed under the applicable SEC rules. RELATED PERSON TRANSACTIONS POLICY Our Board has adopted a written policy for the review, approval or ratification of transactions (known as “related person transactions”) between us or any of our subsidiaries and any related person, in which the amount involved since the beginning of our last completed fiscal year will or may be expected to exceed $120,000 and in which one of our executive officers, directors or nominees for director, or stockholders beneficially owning more than 5% of any class of our voting stock (or an immediate family member of any of the foregoing has a direct or indirect material interest). Since January 1, 2019,2021, no transaction has been identified as a related person transaction. The policy calls for related person transactions to be reported to, reviewed and, if deemed appropriate, approved or ratified by, the Nominating and Corporate Governance Committee. In determining whether or not to approve or ratify a related person transaction, the Nominating and Corporate Governance Committee will take into account, among other factors it deems important, whether the related person transaction is in our best interests and whether the transaction is on terms no less favorable than terms generally available to us from an unaffiliated third party under the same or similar circumstances. In the event a member of the Nominating and Corporate Governance Committee is not disinterested with respect to the related person transaction under review, that member may not participate in the review, approval or ratification of that related person transaction. Certain decisions and transactions are not subject to the related person transaction approval policy, including: (i) decisions on compensation or benefits relating to our directors or executive officers or the hiring or retention of our executive officers, (ii) decisions relating to pro rata distributions to all our stockholders, (iii) indebtedness transactions with the Bank made in the ordinary course of business, on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to the lender and not presenting more than the normal risk of collectability or other unfavorable features, and (iv) deposit transactions with the Bank made in the ordinary course of business and not paying a greater rate of interest on the deposits of a related person than the rate paid to other depositors on similar deposits with the Bank. Certain of our directors and executive officers and certain members of their immediate families have received extensions of credit from us in connection with credit card transactions. The extensions of credit were made in the ordinary course of business on substantially the same terms, including interest rates, as those prevailing at the time for comparable transactions with other persons not related to us and did not involve more than the normal risk of collectability or present other unfavorable terms. Future extensions of credit of this nature are not subject to the related person transaction approval policy. 66 Synchrony •2022 ANNUAL MEETING AND PROXY STATEMENT 2020 Annual Meeting and Proxy Statement/ 67
VOTING INFORMATION WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING? Holders of our common stock as of the close of business on the record date, which is March 26, 2020,24, 2022, are entitled to notice of, and to vote at, the Annual Meeting. As of the record date, there were 583,232,644506,222,813 shares of our common stock outstanding and entitled to vote at the Annual Meeting, with each share entitled to one vote. HOW DO I VOTE AT THE ANNUAL MEETING? Stockholders of record can vote in one of four ways: | | | | | 
| |  | | 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 20, 2020)18, 2022). | 
| | | | | | |  | | BY TELEPHONE | | 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 20, 2020.18, 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 theon-screen instructions until 11:59 p.m., Eastern Time, on May 20, 2020.18, 2022. | | | | | | | At the Annual Meeting | | | | | You may attend the virtual Annual Meeting by visiting this internet website address: www.virtualshareholdermeeting.com/SYF2020.www. virtualshareholdermeeting.com/SYF2022. | | | | | |
Voting instructions (including instructions for both telephonic and internet voting) are provided on the Notice and the proxy card. The telephone and internet voting procedures are designed to authenticate stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholders’ instructions have been recorded properly. A control number, located on the Notice and the proxy card, will identify stockholders and allow them to submit their proxies and confirm that their voting instructions have been properly recorded. If your shares are held through a bank, broker, fiduciary or custodian (which we refer to in this proxy statement as a “broker”), please follow the voting instructions on the form you receive from such institution. WHAT IF MY SHARES OF THE COMPANY’S COMMON STOCK ARE HELD FOR ME BY A BROKER? If you are the beneficial owner of shares held for you by a broker, your broker must vote those shares in accordance with your instructions. If you do not provide your broker with instructions as to how to vote such shares, your broker will only be able to vote your shares at its discretion on certain “routine” matters as permitted by NYSE rules. The proposal to ratify the appointment of KPMG is the only proposal considered a routine matter to be presented at the Annual Meeting. Brokers will not be permitted to vote your shares on any of the other matters presented at the Annual Meeting. If you do not provide voting instructions on these matters, including the election of the director nomineesDirector Nominees named herein, the shares will be considered “brokernon-votes” with respect to such matters. Synchrony 68•/ 2020 Annual Meeting and Proxy Statement 67 2022 ANNUAL MEETING AND PROXY STATEMENT
FREQUENTLY ASKED QUESTIONS (“FAQS”) WHAT IF I DO NOT VOTE OR DO NOT INDICATE HOW MY SHARES SHOULD BE VOTED ON MY PROXY CARD? If a stockholder does not return a signed proxy card or submit a proxy by telephone or the internet, and does not attend the meeting and vote, his or her shares will not be voted or counted as present for purposes of establishing a quorum at the Annual Meeting. Shares of our common stock represented by properly executed proxies received by us and not subsequently revoked will be voted at the Annual Meeting in accordance with the instructions contained therein. If you submit a properly completed proxy but do not indicate how your shares should be voted on a proposal, the shares represented by your proxy will be voted as the Board recommends on such proposal.In addition, if any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy card will have discretion to vote your shares in their best judgment on such matter. HOW CAN I CHANGE MY VOTES OR REVOKE MY PROXY AFTER I HAVE VOTED? Any proxy signed and returned by a stockholder or submitted by telephone or via the internet may be revoked or changed at any time before it is exercised by mailing a written notice of revocation or change to our Corporate Secretary at Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut 06902 or by executing and delivering a later-dated proxy (either in writing, by telephone or via the internet). WILL MY VOTES BE PUBLICLY DISCLOSED? No. Stockholder proxies, ballots and tabulations that identify individual stockholders are not publicly disclosed and are available only to the inspector of election and certain employees, who are obligated to keep such information confidential. WHAT IF OTHER MATTERS COME UP DURING THE ANNUAL MEETING? If any other matters properly come before the meeting, including a question of adjourning or postponing the meeting, the persons named in the proxies or their substitutes acting thereunder will have discretion to vote your shares on such matters in accordance with their best judgment. WHAT CONSTITUTES A QUORUM AT THE ANNUAL MEETING? The presence at the Annual Meeting, in person or represented by proxy, of the holders of a majority in voting power of the outstanding capital stock issued and entitled to vote at the Annual Meeting is required to constitute a quorum to transact business at the Annual Meeting. Abstentions are counted for purposes of determining whether a quorum is present. As explained above under “What if my shares of the Company’s common stock are held for me by a broker?,” if brokers exercise their discretionary voting authority on the ratification of the appointment of KPMG, such shares will be considered present at the Annual Meeting for quorum purposes and brokernon-votes will occur as to each of the other proposals presented at the Annual Meeting. HOW MANY VOTES ARE REQUIRED TO APPROVE EACH MATTER TO BE CONSIDERED AT THE ANNUAL MEETING?
| | | | | | | | | | | | | | | | HOW MANY VOTES ARE REQUIRED TO APPROVE EACH MATTER TO BE CONSIDERED AT THE ANNUAL MEETING? | | | | | | | | | | | VOTING ITEM | | VOTING STANDARD | | Voting ItemTREATMENT OF ABSTENTIONS
AND BROKER NON-VOTES | | BOARD RECOMMENDATION | | | | | | | Voting Standard
| | Treatment of Abstentions
and BrokerNon-Votes
| | Board
Recommendation
| | | | | | | | | Election of directors named in this proxy statement | | Majority of votes cast | | Not counted as votes cast and therefore will have no effect | | FOR | | | | | | | | | | | Advisory approval of our named executives’ compensation | | Majority of votes cast | | Not counted as votes cast and therefore will have no effect | | FOR | | | | | | | | | Advisory approval of our named executives’ compensation
| | Auditor ratification | | Majority of votes cast | | Not counted as votes cast and therefore will have no effect | | FOR | | | | | | | | | Auditor ratification
| | Majority of votes cast | | Abstentions not counted as votes cast and therefore will have no effect. No brokernon-votes (routine matter). | | FOR | | | | | | | | | | | | | | | | | | | | | |
68 Synchrony 2022 ANNUAL MEETING AND PROXY STATEMENT• / 2020 Annual Meeting and Proxy Statement69
FREQUENTLY ASKED QUESTIONS (“FAQS”) WHO WILL COUNT THE VOTE? Votes will be tabulated by Broadridge. The Board has appointed a representative of Broadridge to serve as the Inspector of Elections. WILL A LIST OF STOCKHOLDERS BE MADE AVAILABLE? We will make a list of stockholders available for 10 days prior to the Annual Meeting at our offices located at 777 Long Ridge Road, Stamford, Connecticut 06902. Please contact Synchrony’s Corporate Secretary by telephone at (203)585-2400585- 2400 if you wish to inspect the list of stockholders prior to the Annual Meeting. This list will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/SYF2020.www. virtualshareholdermeeting.com/SYF2022. PROXY SOLICITATION AND DOCUMENT REQUEST INFORMATION WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF PRINTED PROXY MATERIALS? The SEC permits companies to furnish proxy materials to stockholders by providing access to these documents over the internet instead of mailing printed copies, which can reduce costs of printing and impact on the environment. Accordingly, we have mailed a Notice to some of our stockholders. All stockholders can access our proxy materials on the internet website referred to in the Notice. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions for obtaining such materials included in the Notice. MULTIPLE INDIVIDUALS RESIDING AT MY ADDRESS ARE BENEFICIAL OWNERS OF THE COMPANY’S COMMON STOCK, SO WHY DID WE RECEIVE ONLY ONE MAILING? The SEC permits companies to deliver a single Notice or set of Annual Meeting materials to an address shared by two or more stockholders. This delivery method is referred to as “householding.” We have delivered only one such Notice or set of Annual Meeting materials to some stockholders who share an address unless we received contrary instructions from the affected stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of such Notice or Annual Meeting materials to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of such Notice or Annual Meeting materials, please contact our Corporate Secretary by telephone at (203)585-2400 or in writing at Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut 06902. If you are currently a stockholder sharing an address with another stockholder receiving multiple copies of Notices or Annual Meeting materials and wish to receive only one copy for your household, please contact the Company at the above phone number or address. WHO IS SOLICITING MY PROXY AND WHO PAYS TO PREPARE, MAIL AND SOLICIT THE PROXIES? The Board is soliciting proxies from the Company’s stockholders for the Annual Meeting. We will bear the costs of solicitation of proxies for the Annual Meeting, including preparation, assembly, printing and mailing of the Notice, this proxy statement, the annual report, the proxy card and any additional information furnished to stockholders. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding any solicitation materials to such beneficial owners. However, we do not reimburse or pay additional compensation to our own directors, officers or other employees for soliciting proxies. In addition, we have retained Innisfree M&A Incorporated to assist us in the solicitation of proxies for an aggregate fee of $20,000, plus reasonableout-of-pocket expenses. INFORMATION ABOUT ATTENDING THE 20202022 ANNUAL MEETING HOW CAN I ATTEND THE ANNUAL MEETING? Stockholders as of the record date and/or their authorized representatives are permitted to attend our Annual Meeting. The Annual Meeting will be conducted entirely over an internet website, at the following address: www.virtualshareholdermeeting. com/SYF2020.SYF2022. Hosting a virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location. You may attend the Annual Meeting, vote and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/SYF2020www. virtualshareholdermeeting.com/ SYF2022 and using your16-digit control number, located on the Notice and the proxy card, to enter the meeting. Synchrony 70•/ 2020 Annual Meeting and Proxy Statement 69 2022 ANNUAL MEETING AND PROXY STATEMENT
ADDITIONAL INFORMATION
OTHER BUSINESS The Board has no knowledge of any other matter to be submitted at the Annual Meeting. If any other matter shall properly come before the Annual Meeting, including a question of adjourning or postponing the meeting, the persons named in this proxy statement will have discretionary authority to vote the shares thereby represented in accordance with their best judgment. ANNUAL REPORT AND COMPANY INFORMATION A copy of our 20192021 Annual Report is being furnished to stockholders concurrently herewith. Our Annual Report and other reports we file with the SEC are available free of charge on our website as soon as reasonably practicable after they are electronically filed or furnished to the SEC at http://investors.synchrony.com under “SEC Filings.” STOCKHOLDER PROPOSALS FOR THE 20212023 ANNUAL MEETING Proposals that stockholders wish to submit for inclusion in our proxy statement for our 20212023 Annual Meeting of Stockholders pursuant to Rule14a-8 under the Exchange Act must be received by our Corporate Secretary at Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut 06902 no later than December 7, 2020.2022. Any stockholder proposal submitted for inclusion must be eligible for inclusion in our proxy statement in accordance with the rules and regulations promulgated by the SEC. With respect to proposals submitted by a stockholder for consideration at our 20212023 annual meeting but not for inclusion in our proxy statement for such annual meeting, timely notice of any stockholder proposal must be received by us in accordance with our Bylaws no earlier than January 21, 2021, 19, 2023, nor later than February 20, 2021. 18, 2023. Such notice must contain the information required by our Bylaws.laws. Stockholders who intend to submit director nominees for inclusion in our proxy statement for the 20212023 annual meeting must comply with the requirements of proxy access as set forth in our Bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to the Company not earlier than November 7, 2020,2022, nor later than December 7, 2020.2022. Stockholders who wish to propose director nominees at the 20212023 annual meeting but not include such nominees in our proxy statement must deliver notice to the Company at its principal executive offices no earlier than January 21, 2021,19, 2023, nor later than February 20, 2021,18, 2023, and such notice must otherwise comply with our Bylaws. IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 20202022 ANNUAL MEETING TO BE HELD ON MAY 21, 202019, 2022 Our proxy materials relating to our Annual Meeting (Notice, proxy statement and annual report) are available at www.proxyvote.com. APPENDIX A
The information provided in this proxy statement includes measures which are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
We present certain financial measures that have been adjusted to exclude amounts related to the Walmart and/or the Yamaha portfolios. These financial measures are not measures presented in accordance with GAAP. Given the sale of the Walmart and Yamaha portfolios which were completed in October 2019 and January 2020, respectively, we believe the presentation of these financial measures is a more meaningful measure to investors of the Company’s ongoing credit programs.
70 Synchrony 2022 ANNUAL MEETING AND PROXY STATEMENT• / 2020 Annual Meeting and Proxy Statement71
NON-GAAP RECONCILIATION
The following table sets forth a reconciliation between GAAP results andnon-GAAP Core results for 2019.
| | | | | For the year ended December 31, 2019
| | | 2019 Return on Assets
| | | | GAAP Return on Assets
| | | 3.5% | | | | Adjustment to exclude reduction in loan loss reserves for Walmart
| | | (0.8)% | | | | Core Return on Assets
| | | 2.7% | | | For the five-year period ended December 31, 2019
| | | | 5-Year Net Earnings Growth Rate
| | | | | | | GAAP5-Year Net Earnings Growth
| | | 12.2% | | | | Adjustment to exclude reduction in loan loss reserves in 2019 for Walmart
| | | (5.7)% | | | | Core5-Year Net Earnings Growth Rate
| | | 6.5% | | | | 5-Year Receivables Growth Rate
| | | | | | | GAAP5-Year Receivables Growth Rate
| | | 7.3% | | | | Adjustment to exclude Walmart and Yamaha loan receivables for all periods
| | | 3.1% | | | | Core5-Year Receivables Growth Rate
| | | 10.4% | |
Synchrony • 2020 Annual Meeting and Proxy Statement 71
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| | | | | SYNCHRONY FINANCIAL
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| 777 LONG RIDGE ROAD
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 SYNCHRONY FINANCIAL 777 LONG RIDGE ROAD STAMFORD, CT 06902 |  | | VOTE BY INTERNET | STAMFORD, CT 06902
| �� | Before The Meeting- Go towww.proxyvote.com or scan the QR Barcode above | | | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | | During The Meeting- Go towww.virtualshareholdermeeting.com/SYF2020SYF2022 You may attend the Meeting via the internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | | | VOTE BY PHONE -1-800-690-6903 | | | Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. | | | VOTE BY MAIL | | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | | If you vote your proxy by internet or telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
| | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | E96815-P33047 | | KEEP THIS PORTION FOR YOUR RECORDS | — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D74599-P64935 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | DETACH AND RETURN THIS PORTION ONLY |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | SYNCHRONY FINANCIAL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends a vote FOR allnominees and FOR Items 2 and 3. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. | | Election of Directors
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nominees: | | | | For
| | Against
| | Abstain
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. | | | | 1a. | | Margaret M. Keane | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | Election of Directors | | | | | | | | | | | | | | | | | Nominees: | | For | | Against | | Abstain | | | | | | | | | | | | 1a. | | 1b. | | Fernando Aguirre | | Margaret M. Keane | | ☐ | | ☐ | | ☐ | | | | | | | | | | For
| | Against
| | Abstain
| | | | | | | | | | | | | | | | | | | | | | | | | 1b. | | 1c. | | Paget L. Alves | | Fernando Aguirre | | ☐ | | ☐ | | ☐ | | | | | | 1j. Olympia J. Snowe | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | 1c. | | 1d. | | Arthur W. Coviello, Jr. | | Paget L. Alves | | ☐ | | ☐ | | ☐ | | | | | | 1k. Ellen M. Zane
| | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | 1d. | | 1e.
1f.
1g.
1h.
1i.
| | William W. Graylin
Roy A. Guthrie
Richard C. Hartnack
Jeffrey G. Naylor
Laurel J. Richie
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☐
☐
☐
| | ☐☐
☐
☐
☐
| | ☐☐
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☐
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| | | | 2.
| | Advisory Vote to Approve Named Executive Officer Compensation
Kamila Chytil | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1e. | | Arthur W. Coviello, Jr. | | 3.
☐ | | Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2020
☐ | | ☐ | | ☐
| | ☐
| | | | | | | | | | | | 1f. | | Brian D. Doubles | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | 1g. | | William W. Graylin | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | NOTE:Any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.
1h. | | Roy A. Guthrie | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1i. | | Jeffrey G. Naylor | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1j. | | Bill Parker | | ☐ | | ☐ | | ☐ |
| | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | For address changes and/or comments, please check this box and write them on the back where indicated.1k. | | Laurel J. Richie | | ☐ | | ☐ | | ☐ | | | | | | | | | 1l. | | Ellen M. Zane | | ☐ | | ☐ | | ☐ | | | | | | 2. | | Advisory Vote to Approve Named Executive Officer Compensation | | ☐ | | ☐ | | ☐ | | | | | | 3. | | Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2022 | | ☐ | | ☐ | | ☐ | | NOTE: Any other matters that may properly come before the meeting or any adjournments or postponements of the meeting. | | All shares will be voted as instructed above. In the absence of instructions, all shares will be voted with respect to registered stockholders that return a signed proxy card, FOR all nominees listed in Item 1, FOR Item 2, and FOR Item 3. |
| | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | All shares will be voted as instructed above. In the absence of instructions, all shares will be voted with respect to registered stockholders that return a signed proxy card, FOR all nominees listed in Item 1, FOR Item 2 and FOR Item 3.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] Date | | | | | | | | Signature (Joint Owners) | | Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SYNCHRONY FINANCIAL 20202022 ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 202019, 2022 11:00 A.M., EASTERN TIME www.virtualshareholdermeeting.com/SYF2020SYF2022 WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. Internet and telephone voting is available through 11:59 P.M., Eastern Time on May 20, 2020.18, 2022. Your internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — D74600-P64935 | — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — | E96816-P33047 |
| | | | | | | | PROXY | | | | | | | | | | | | | | | | | | | | | | | | | | | | PROXY | | | | | | | | | FOR ANNUAL MEETING OF STOCKHOLDERS | | | | | | | | | SYNCHRONY FINANCIAL | | | | | | | | | SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS | | | | | | | | | | The undersigned appoints Margaret M. Keane, Brian D. Doubles, and Jonathan S. Mothner, and Brian J. Wenzel, Sr., and each of them, as proxies, each with full power of substitution, and authorizes them to represent and to vote, as designated on the reverse side of this form, all shares of common stock of Synchrony Financial held of record by the undersigned as of March 26, 2020,24, 2022, at the 20202022 Annual Meeting of Stockholders to be held on May 21, 2020,19, 2022, beginning at 11:00 a.m., Eastern Time, at www.virtualshareholdermeeting.com/SYF2020,SYF2022, and in their discretion, upon any matter that may properly come before the meeting or any adjournment of the meeting, in accordance with their best judgment. | | | | | | | | If no other indication is made on the reverse side of this form, the proxies shall vote FOR all nominees listed in Item 1, FOR Item 2, and FOR Item 3. | | | | | | | | This proxy may be revoked at any time prior to the time voting is declared closed by giving the Corporate Secretary of Synchrony Financial written notice of revocation or a subsequently dated proxy, or by casting a ballot at the meeting. | | | | | | | | | | | | | | | | | Address Changes/Comments: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) | | | | | | | | | | | | | | | | | | Continued and to be signed on reverse side | | | | | | | | | | | | | |
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