Synchrony Financial Proxy Filing for 2024 Annual Meeting

TL;DR

Synchrony Financial proxy filed for June 11th meeting, recommends FOR advisory vote on exec pay.

AI Summary

Synchrony Financial filed a DEFA14A on June 3, 2024, related to its 2024 Annual Meeting of Stockholders scheduled for June 11, 2024. The filing indicates a "FOR" vote recommendation for Proposal #3, which is an advisory vote on executive compensation. The company is headquartered at 777 Long Ridge Road, Stamford, CT.

Why It Matters

This filing provides shareholders with crucial information and recommendations for voting on key company matters, including executive compensation, at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting and does not indicate any unusual or high-risk events.

Key Players & Entities

• Synchrony Financial (company) — Registrant
• June 3, 2024 (date) — Filing Date
• June 11, 2024 (date) — Annual Meeting Date
• 777 Long Ridge Road, Stamford, CT (location) — Company Address

FAQ

Key Financial Figures

• $2.2M — ations are based on interim CEO data of $2.2M for one of our main competitors, Discov
• $11M — s substantially below the approximately $11M Discover has paid its CEO over the last

Filing Documents

• supplementalmaterials-2024.htm (DEFA14A) — 23KB
• image_0.jpg (GRAPHIC) — 5KB
• image_1.jpg (GRAPHIC) — 26KB
• synchrony_logoxrgbxpos.jpg (GRAPHIC) — 702KB
• 0001601712-24-000214.txt ( ) — 693KB

From the Filing

Document 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 x Filed by a Party other than the Registrant o Check the appropriate box o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material under 240.14a-12 SYNCHRONY FINANCIAL (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 all boxes that apply) x No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 June 3, 2024 777 Long Ridge Road Stamford, CT 06902 Re Synchrony Financial 2024 Annual Meeting of Stockholders (June 11, 2024) VOTE FOR Proposal #3 — Advisory Vote to Approve Named Executive Officer Compensation Dear Synchrony Financial Shareholder, On behalf of the Board of Directors and the Management Development and Compensation Committee of Synchrony Financial (MDCC), we are writing to request your support at the 2024 Annual Meeting of Stockholders by voting according to the Board's recommendations on all proposals. In particular, we request you vote FOR Proposal #3 Advisory Vote to Approve Named Executive Officer Compensation (the "Say-on-Pay Proposal") in Synchrony's 2024 Proxy Statement . PROXY ADVISORY OVERVIEW Glass Lewis, a proxy advisor, issued a report recommending that shareholders vote "FOR" Synchrony's Say-on-Pay Proposal, appropriately highlighting that Synchrony "paid moderately more than its peers and performed better than its peers" and exhibited "adequate alignment of pay with performance". Institutional Shareholder Services (ISS), another proxy advisor, found Synchrony's pay and performance to be in alignment both in terms of relative pay and performance rankings and absolute alignment between pay and Total Shareholder Return (TSR). Despite this recognition of the alignment between pay and performance on these two key metrics, ISS issued a report recommending a vote "AGAINST" the Say-on-Pay Proposal. We disagree with ISS' recommendation and believe they reached their conclusion based on a flawed approach to a third part of their analysis (detailed below), which if corrected, would align with Glass Lewis' view that our CEO pay is aligned with performance. SYNCHRONY'S INTENTIONAL APPROACH TO SETTING CEO PAY The MDCC believes our competitive positioning relative to the Consumer Finance peers is critical in sustaining a high-performing leadership team and maintaining and creating shareholder value. In keeping with this objective, the MDCC set our CEO pay level in 2023 based on Our Transition Approach – as outlined in prior and current proxy statements, our Board implemented a multi-year transition plan to move pay for our CEO, who was appointed in 2021, to a competitive market level. The MDCC and the Board considered this approach to be responsible, yielding strong business results and delivering shareholder value in a highly competitive business and talent market. 2023 Positioning vs Market – in 2023, we intentionally positioned Mr. Doubles to be competitive with Synchrony's peer group, positioning him 3 rd compared to our five Consumer Finance peers (Ally, American Express, Bread, Capital One, and Discover). This strategy has paid off for our company and shareholders, as demonstrated by our performance and ability to mitigate retention risks (as two of our competitors, Discover and Ally, faced prolonged CEO searches). FLAWS IN ISS APPROACH For investors that track ISS voting recommendations, we strongly believe ISS's analysis has two major flaws ISS Peer Data is Distorted ISS calculations are based on interim CEO data of $2.2M for one of our main competitors, Discover Financial Services (for a non-employee director who served as the interim CEO for 4.5 months during 2023). This is substantially below the approximately $11M Discover has paid its CEO over the last three years. This approach has a material impact on ISS pay-for-performance assessment. ISS Peer Group Selection Not Comparable to Synchrony ISS uses a peer group that includes several companies that Synchrony does not compete with for business andor talent. We do not consider seven of the companies ISS selected as peers – i.e., Block, East West Bank, New York Community Bank, Zions Bank, Comerica, First Horizon and Voya Financial. The majority are regional commercial banks that do not rank on the Fortune 500, none have credit card businesses comparable to Synchrony and their average market caps are a fraction of Synchrony. In addition, ISS criticizes the rigor in our goal setting

View Full Filing

View this DEFA14A filing on SEC EDGAR