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Notice of 2026 Annual Meeting of Stockholders Dear Stockholders: You are invited to attend Synchrony Financial’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 24, 2026, at 9:00 a.m., Eastern Time, for the following purposes: •To elect the 12 directors named in the proxy statement for the coming year; •To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2026; •To approve our named executive officers’ compensation in an advisory vote; and •To consider any other matters that may properly come before the meeting or any adjournments or postponements of the meeting. The meeting will be held virtually to provide expanded access, improved communication and cost savings for our stockholders and Synchrony Financial. Hosting a virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location. Our virtual meeting is designed to afford all attendees the same rights and opportunities to participate as they would at an in-person meeting. During the live Q&A session of the meeting we will answer questions as they come in, and we commit to publishing each relevant question received following the meeting. The live webcast will be available to stockholders and the general public at the time of the meeting, and a replay of the meeting will be made publicly available on the company’s website. The website address for the virtual meeting is: www.virtualshareholdermeeting.com/SYF2026. To participate in the meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The meeting will begin promptly at 9:00 a.m., Eastern Time. Online check-in will begin at 8:45 a.m., Eastern Time, and we recommend that you allow for time to complete the online check-in procedure. You are eligible to vote if you were a stockholder of record at the close of business on April 27, 2026. Proxy materials are being mailed or made available to stockholders on or about April 29, 2026. Whether or not you plan to attend the meeting, please submit your proxy by mail, internet or telephone to ensure that your shares are represented at the meeting. Sincerely, Jonathan S. Mothner Executive Vice President, Chief Risk and Legal Officer April 29, 2026									Proxy Logistics at a Glance Date June 24, 2026 Time 9:00 a.m., Eastern Time Virtual Meeting Website Address www.virtualshareholder meeting.com/SYF2026 Record Date April 27, 2026 Important Notice Regarding Internet Availability of Proxy Materials for the 2025 Annual Meeting to be Held on June 24, 2026 Our proxy materials relating to our Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com.

Proxy Summary

This summary highlights certain information in this proxy statement in connection with our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As it is only a summary and does not contain all of the information you should consider, please review the complete proxy statement before you vote. In this proxy statement, references to the “Company,” “Synchrony,” “we,” “us” and “our” are to Synchrony Financial. For answers to frequently asked questions regarding the Annual Meeting, please refer to pages 70 - 72 of this proxy statement. Proxy materials are being mailed or made available to stockholders on or about April 29, 2026.

Logistics

Voting

Date

June 24, 2026

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 June 23, 2026).

Time

9:00 a.m., Eastern Time

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 June 23, 2026.

Virtual Meeting

Website Address

www.virtualshareholdermeeting.com/SYF2026

Record Date

April 27, 2026

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 included on your Notice or proxy card with your mobile device, and follow the on-screen instructions until 11:59 p.m., Eastern Time, on June 23, 2026.

At the Annual Meeting

You may attend the virtual Annual Meeting by visiting this internet website address: www.virtualshareholdermeeting.com/SYF2026.

Eligibility to Vote

You are eligible to vote if you were a stockholder of record at the close of business on April 27, 2026.

Agenda

Election of 12 directors named in this proxy statement

Ratify the selection of KPMG LLP as our independent registered public accounting firm for 2026

Advisory approval of our named executive officers’ compensation

Voting standard: Majority of votes cast

Page Reference — 16

Board

Recommendation FOR

Voting standard: Majority of votes cast

Page Reference — 30

Board

Recommendation FOR

Voting standard: Majority of votes cast

Page Reference — 31

Board

Recommendation FOR

Expanding Access to Credit and Opportunity

Providing access to financial solutions that help build credit, encourage savings and create real-life opportunities is at the core of what we do at Synchrony.

Nearly 50 million people—more than one in ten Americans—are what economists call “credit invisibles.” Unseen by the traditional financial system because they lack a usable credit score, these Americans often cannot access the credit they need to participate fully in the economy, pursue life’s milestones or build long-term financial stability. And the consequences go beyond being denied credit. When someone has a thin, or no, credit file, everyday basics can get more expensive: a bigger security deposit to rent an apartment, a higher interest rate on a car loan or paying more for essentials like a phone plan or utilities.

Synchrony has made it a core commitment to help address this challenge by expanding access to responsible credit. We see credit as something practical and personal: it helps working families afford what they need, helps people manage the unexpected and gives individuals a meaningful chance to improve their financial situation. The customers we serve reflect this focus. Many are working families or individuals earning less than $75,000 a year, and for them, access to responsible credit is not simply a convenience, it can influence whether they are able to move forward or are left behind.

We believe that consumers who manage their financial lives responsibly should have a fair opportunity to be evaluated for credit, regardless of what a single score may say about them. That belief is built into how we make credit decisions. Synchrony PRISM, our proprietary credit decisioning platform, looks beyond the traditional credit score. It evaluates creditworthiness from a pool of more than 9,000 data points, including cash flow patterns, rent payment history and signals from our merchant network. The system is designed to build a real-time, current picture of a person’s financial situation rather than relying solely on a number that may not tell the whole story. The result is that individuals who might be turned away by conventional models can receive a more complete and fair evaluation.

One concrete example is our participation in Project REACh, the Office of the Comptroller of the Currency’s Roundtable for Economic Access and Change. Through this program, Synchrony PRISM helped approve nearly 70,000 Americans for their very first credit line. More than half of those new cardholders reached a prime credit score within 12 months, opening doors to mortgages, auto loans, and other financial products that had previously been out of reach. These are tangible outcomes for people whose financial lives changed because they were finally able to access mainstream credit.

The impact reaches businesses too: Credit access is critical to the hundreds of thousands of small and mid-sized businesses and health and wellness providers that accept our products. Our partners, who operate from more than 500,000 merchant and provider locations around the country, rely on Synchrony financing to serve customers that other lenders may not approve. When we help a consumer qualify for credit, we are also supporting the shop owner, the dental practice or the home improvement contractor who depend on that sale.

The protection and security of financial and personal information of our consumers is one of the Company’s highest priorities. To that end, we have an extensive cybersecurity oversight framework in place, which includes oversight of cybersecurity risk. Our information security team, led by a Chief Information Security Officer (“CISO”), in collaboration with our Risk Committee and our executive leadership team, closely monitors our information security program, including our strategy and information security policies and practices. The CISO role reports directly to our Chief Technology and Operating Officer and on a dotted line basis to our CRO. The Risk Committee receives reports and briefings on our information security and enterprise risk management programs at least quarterly, including the results of any external audits, examinations and evaluations, as well as maturity assessments of our information security program, and at least one of these sessions is held jointly with the Audit Committee. The Risk Committee and Audit Committee report regularly to the Board on the topics covered during these briefings. The Board also receives reports on cybersecurity and the Board ensures that it includes members with cybersecurity experience. The information security program includes administrative, technical and physical safeguards and is designed to provide an appropriate level of protection to maintain the confidentiality, integrity and availability of our Company’s, our partners’ and our customers’ information. This includes protecting against known and evolving threats to the security or integrity of customer records and information, and against unauthorized or unintended access, compromise, disruption, loss or destruction of Company, partner and customer records or information and of our information systems. For more information regarding our cybersecurity risk management strategy and governance, please see “Item 1C. Cybersecurity” in our Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 6, 2026.

A key part of our strategic focus is the continued development of innovative, efficient and flexible technology to deliver products and services that meet the needs of our partners and customers and enables us to operate our business efficiently. The integration of our technology with our partners is at the core of our value proposition, enabling us to anticipate and deliver the experiences and tools our partners and consumers want, while reducing fraud and enhancing customer service. Recognizing the importance of technology and innovation to our future success, and in order to better leverage the Board’s technology expertise, we have a committee of the Board devoted exclusively to technology and innovation. The Technology Committee reviews and advises the Board on major strategies and other subjects relating to the Company’s approach to technology-related innovation, the technology development process and existing and emerging technologies, including generative artificial intelligence technologies, such as agentic artificial intelligence. The Chair of the Technology Committee is Art Coviello, a leader in the technology industry and former Executive Vice President of EMC Corporation and Executive Chairman of RSA Security, Inc.

Our Responsible and Secure Approach to Innovation

Information security and maintaining the privacy of consumer data are top priorities at Synchrony. We strive to maintain the confidentiality, integrity and availability of our clients’ and customers’ information across services, and to deliver innovative products and capabilities that drive value for our customers and partners. Access to and appropriate use of data is a critical component of our ability to do so.

Our information security program is supported by regular training of information security employees, as well as training and awareness activities for employees throughout the company. In 2025, we continued to enhance our Information Security Training and Awareness Program, strengthening our overall message via heightened awareness and targeted training—99.9% of in-scope Synchrony employees completed the annual Information Security Awareness training.

We also conduct focused Security Awareness events, communications and exercises, including regularly scheduled phishing simulation campaigns for employees and contingent workers and cross-functional cybersecurity exercises with our executive leadership team. Awareness activities and themes run throughout the year, with a special focus on Cybersecurity Awareness Month in October.

Building a Highly Skilled and Engaged Workforce

We believe that maintaining a high-performing workforce requires investment in our employees at all levels, building a consistent pipeline of new talent and creating a work environment that encourages engagement and connection. We offer several programs and initiatives that are designed to provide pathways for employment opportunities for new talent, as well as training and development resources for existing employees.

Business Leadership Program. The Synchrony Business Leadership Program (BLP) cultivates future leaders through various pathways, including full-time rotations, summer internships and immersive externships. While historical success has been measured primarily by employee retention, we now prioritize a holistic approach that encompasses the overall employee experience. We continue to refine the BLP to ensure it fully reflects our leadership expectations and organizational goals, and aligns seamlessly with Synchrony’s core values.

Skills Training for Evolving Professionals (STEP). The STEP Program cultivates leadership skills, talent and business acumen for our non-exempt associates in the United States, India and the Philippines. Successful participants may be eligible for promotions. The program consists of four distinct levels, with advancement to the final level based on performance demonstrated throughout the program. Over 100 employees completed the STEP Program in 2025.

SVP Catalyst Connections. In 2025, over 300 of our senior vice-president level employees attended sessions at our headquarters focused on areas including, executing Synchrony's strategic priorities, the power of our partnerships, and modeling our values.

Board Qualifications

Committee Membership

Name

Age

Director Since

Independent

Audit

MDC

NCG

Risk

Tech

Brian D. Doubles

President and CEO of Synchrony Financial

2021

Fernando Aguirre

Former Chairman, President and CEO of Chiquita Brands International, Inc.

2019

●

Paget L. Alves

CEO and Chairman of Sorenson Communications

2015

●

Kamila Chytil

Former Chief Operating Officer of DentaQuest LLC

2022

●

Daniel Colao

Former CFO of GE Capital

2024

●

Arthur W. Coviello, Jr.

Former Executive Vice President of EMC Corporation;

Former Executive Chairman of RSA Security, Inc.

2015

●

Deborah Ellinger

Senior Advisor, Boston Consulting Group

2025

●

Roy A. Guthrie

Former CEO of Renovate America, Inc.;

Former Executive Vice President and CFO of Discover Financial Services, Inc.

2014

●

Jeffrey G. Naylor

(Non-Executive Chair of the Board)

Former CFO and Chief Administrative Officer

of the TJX Companies, Inc.

2014

●

P.W. “Bill” Parker

Former Vice Chairman and Chief Risk Officer

of U.S. Bancorp

2020

●

Laurel J. Richie

Former President of the Women’s National

Basketball Association LLC

2015

●

Ellen M. Zane

Former President and CEO of Tufts Medical

Center and Tufts Children’s Hospital

2019

●

● Committee Chair ● Committee Member

Audit: Audit Committee

MDC: Management Development and Compensation Committee

NCG: Nominating and Corporate Governance Committee

Risk: Risk Committee

Technology: Technology Committee

Financial Expert

C-Suite Experience

Brand and Marketing

Direct Consumer/Retailers

Government/Regulatory

Health and Wellness

Human Capital/Compensation

Strategic Planning

Mr. Aguirre brings significant knowledge and experience in the areas of leadership, strategy, digital marketing, branding and communications to the Board. He also has extensive experience as chair and CEO of a large publicly traded company and as a director of other publicly traded companies.

Mr. Aguirre served as President and CEO of Chiquita Brands International, Inc. (January 2004 to October 2012) and also served as chair of the board (May 2004 to October 2012). Prior to that, Mr. Aguirre held various global marketing and management roles at Procter & Gamble (1980 to 2004).

Mr. Aguirre currently serves on two other public company boards: CVS Health, an American healthcare company that owns CVS Pharmacy, CVS Caremark and Aetna; and Barry Callebaut, one of the world’s largest cocoa processors and chocolate manufacturers. He previously served on several other boards including Aetna, Inc., Coca-Cola Enterprises and Levi Strauss & Co.

Mr. Aguirre is currently the Owner and CEO of the Erie SeaWolves Minor League Baseball team, the double AA affiliate of the Detroit Tigers. He also owns a minority stake in the Myrtle Beach Pelicans, a low A affiliate of the Chicago Cubs. A native of Mexico, Mr. Aguirre is a prominent figure in the Hispanic community, recognized as one of the 100 Influentials by Hispanic Business Magazine and honored with the Hispanic Heritage Leadership Award by the National Football League. Mr. Aguirre received a B.S. from Southern Illinois University Edwardsville.

Paget L. Alves

Director Since 2015

Age: 71

Committees: Audit and NCG (Audit Committee Financial Expert)

Independent

Skills:

Financial Expert

Risk Expert

C-Suite Experience

Government/Regulatory

Direct Consumer/Retailers

Strategic Planning

Tech/Digital/Cyber

Mr. Alves adds extensive executive management and leadership experience to the Board, including from leadership roles with technology companies. He also has an extensive background in sales, financial expertise and experience with strategic and business development, as well as with strategic corporate transactions, including mergers and acquisitions.

Mr. Alves has served as the CEO of Sorenson Communications, a privately held language services provider, since November 2024, and also serves as the Chairman of the Sorenson board. He previously held various positions at Sprint Corporation, a wireless and wireline communications services provider, including Chief Sales Officer (January 2012 to September 2013); President of the Business Markets Group (2009 to 2012); President, Sales and Distribution (2008 to 2009); President, South Region (2006 to 2008); Senior Vice President, Enterprise Markets (2005 to 2006); and President, Strategic Markets (2003 to 2005). Prior to joining Sprint, Mr. Alves served as President and Chief Operating Officer of Centennial Communications Corporation (2000 to 2001), and as President and CEO of PointOne Telecommunications, Inc.

Mr. Alves currently serves on one other public company board: Yum! Brands, Inc., a company that develops, operates, franchises and licenses a system of quick-service restaurants. In addition to Sorenson, Mr. Alves serves on the board of one other private company, Ariel Alternatives. He previously served on several other boards, including International Game Technology PLC, GTECH Holdings Corporation, Herman Miller, Inc. and International Game Technology Inc.

Mr. Alves has been recognized by Savoy magazine to be among Savoy’s Most Influential Black Corporate Directors three times, most recently in 2024. Mr. Alves received a B.S. in Industrial and Labor Relations and a J.D. from Cornell University.

Kamila Chytil

Director Since 2022

Age: 46

Committees: Audit and Tech (Audit Committee Financial Expert)

Independent

Skills:

Financial Expert

Financial Services Industry

C-Suite Experience

Direct Consumer/Retailers

Tech/Digital/Cyber

Ms. Chytil contributes her extensive background in consumer finance, technology and operations to the Board. She also possesses executive management and leadership experience.

Ms. Chytil most recently served as the Chief Operating Officer of DentaQuest LLC, a private equity backed oral healthcare company, from March 2021 to December 2024. She previously served as the Chief Operating Officer of MoneyGram International, a public crossborder P2P payments and money transfer company (2019 to March 2021); MoneyGram’s Chief Global Operations Officer (2016 to 2019); and as MoneyGram’s Senior Vice President of Key Partnerships and Payments (2015 to 2016). Prior to joining MoneyGram, Ms. Chytil held various positions of increasing responsibility at FIS, a Financial Technology (FinTech) corporation that offers a wide range of financial products and services, from 2004 to 2015. At FIS, she served in multiple risk management, analytics and operational roles, including Senior Vice President and General Manager of Retail Payments, focusing on traditional financial services as well as retail and underbanked focused financial products. Prior to joining FIS, Ms. Chytil served as a Business Analyst at Danka Office Imaging Company (2003 to 2004), and an Account Manager at Capital One Financial Corporation (2000 to 2003).

Ms. Chytil previously served as a board member for MoneyGram Foundation (2019 to 2021); MoneyGram Poland (2016 to 2021); and MoneyGram Payment Systems, Inc. (2017 to 2021). In 2020, Ms. Chytil contributed to multiple articles on digital transformation in Forbes FinTech. In 2016, she was voted Woman of the Year in Business, Poland; and in 2017, she was awarded the Dallas Business Journal 40 under 40 award and was chosen by PaymentSource as one of the 25 Most Influential Women in Payments. Ms. Chytil earned a B.S. in International Business and Finance from the University of Tampa and an M.B.A. from the University of Florida.

Daniel Colao

Director Since 2024

Age: 59

Committees: Audit (Chair) and Risk (Audit Committee Financial Expert)

Independent

Skills:

Financial Expert

Risk Expert

Financial Services Industry

C-Suite

Experience

Government/Regulatory

Human Capital/Compensation

Strategic Planning

Mr. Colao brings to the Board deep expertise in financial services and consumer lending, as well as strategic planning, risk oversight and management.

Mr. Colao most recently served as Chief Financial Officer and Executive Advisor of GE Capital, the former financial services division of General Electric, from 2017 until his retirement in June 2021. During his over 30-year career, Mr. Colao held various senior roles within financial services, including Global Financial Planning Leader of GE Capital (2011 to 2017); Chief Financial Officer, Chief Risk Officer and Executive Vice President of GE Asset Management (2008 to 2010); Managing Director and Global Chief Financial Officer of Lehman Brothers’ Investment Management and Bank & Mortgage Capital divisions (2007 to 2008); and Chief Financial Officer and Executive Vice President of GE Capital Aviation Services (2005 to 2007).

Mr. Colao has also served as a member of the board of directors of the Bank since November 2024. Mr. Colao previously served on the Company’s Board from February 2014 to November 2015 and currently serves on the advisory board of AX Partners, a privately-held capital markets solutions provider. Mr. Colao received a B.S. in Finance from Boston College.

Arthur W. Coviello

Director Since 2015

Age: 72

Committees: Risk and Tech (Chair)

Independent

Skills:

Financial Expert

Risk Expert

C-Suite Experience

Strategic Planning

Tech/Digital/Cyber

Mr. Coviello’s significant professional experience, including as a former CEO of a publicly traded company, adds valued perspective to the Board. He also has an accounting background and possesses extensive financial expertise, as well as considerable experience in technology and cybersecurity.

Mr. Coviello has been an independent cybersecurity consultant since 2015 and has served as a Managing Partner of SYN Ventures, a venture capital firm specializing in investing in cybersecurity companies, since August 2022. He previously served as Executive Vice President of EMC Corporation, an IT infrastructure company, and Executive Chairman of RSA Security, Inc. (“RSA”), the security division of EMC Corporation and a provider of security, risk and compliance solutions (2011 to 2015) and as Executive Vice President and President of RSA (2006 to 2011). Prior thereto, Mr. Coviello held various executive positions at RSA, including President and CEO (2000 to 2006) and President (1999 to 2000). Prior to RSA, he had extensive financial and operating management expertise in several technology companies.

Mr. Coviello has also served as a member of the board of directors of the Bank since January 2017. Mr. Coviello serves on one other public company board: Tenable Holdings, Inc., a provider of cyber exposure solutions, which is a discipline for managing and measuring cyber security risk. He also serves on the boards of several private software companies: BreachRx, Inc., Conifers, Inc., Oomnitza, Inc., Phosphorous Security Inc. and RegScale, Inc. Mr. Coviello previously served on the boards of directors of several public companies: Epiphany Technology Acquisition Corp., Mandiant, Inc., EnerNOC, Inc. and Gigamon, Inc. He received a B.B.A. in Accounting from the University of Massachusetts, Amherst.

Deborah Ellinger

Director Since 2025

Age: 67

Committees: Risk and Tech

Independent

Skills:

Financial Expert

Risk Expert

Financial Services Industry

C-Suite Experience

Brand and Marketing

Direct Consumer/Retailers

Health and Wellness

Human Capital/Compensation

Strategic Planning

Ms. Ellinger brings to the Board extensive leadership and industry experience, including through her experience as a CEO of private-equity-backed companies in the retail and health and wellness sectors, and as a director of other publicly traded companies.

Ms. Ellinger has served as a Senior Advisor with Boston Consulting Group (BCG), a global consulting firm since 2018. From 2004 to 2018, Ms. Ellinger served as CEO and/or President of four private-equity-backed companies: Ideal Image, a MedSpa chain; The Princeton Review, a global education services company; Restoration Hardware, a home-furnishings retailer; and Wellness Pet Food, a pet food manufacturer. Previously, Ms. Ellinger was Executive Vice President at CVS Pharmacy, Inc. from 2001 to 2003, and Senior Vice President at Staples, Inc. from 1999 to 2001. Ms. Ellinger began her career in banking at Mellon Financial Corporation and was a Managing Director and Partner at BCG from 1990 to 1999.

Ms. Ellinger serves on one other public company board: Chewy, Inc., an online pet food and product retailer. She has previously served on several public and private boards, including Tupperware, a manufacturer of home goods, from 2021 to 2023; iRobot, a manufacturer of consumer robots, from 2011 to 2023; Covetrus, a distributor of software and products for veterinarians, from 2019 to 2022; Sealy, a bedding manufacturer, from 2013 to 2020; Interpublic, a global advertising and marketing services company, from 2015 to 2017; National Life Group, a life insurance company, from 2007 to 2014; and Malden Mills, a textile manufacturer, from 2003 to 2006. In 2019, she was named one of the National Association of Corporate Directors’ Top 100 Directors. Ms. Ellinger received a Bachelor of Arts and Master of Arts from the University of Cambridge, UK, and is a non-practicing Barrister-at-Law.

Roy A. Guthrie

Director Since 2014

Age: 73

Committees: Risk (Chair) and Tech

Independent

Skills:

Financial Expert

Risk Expert

Financial Services Industry

C-Suite Experience

Government/Regulatory

Human Capital/Compensation

Strategic Planning

Mr. Guthrie brings to the Board significant leadership experience, including as the former CFO of two publicly traded companies and a director of other publicly traded companies. He also has an accounting background, significant financial expertise and risk management experience. Mr. Guthrie has extensive experience in consumer finance (including the private-label credit card industry), including more than 30 years of experience in finance and/or operating roles.

Mr. Guthrie most recently served as CEO of Renovate America, Inc., a privately owned financial services company (2017 to 2018). Mr. Guthrie served as Executive Vice President (2005 to 2012), and as CFO (2005 to 2011) of Discover Financial Services, Inc., a direct banking and payments company. He previously served as President and CEO of various businesses of Citigroup Inc., including CitiFinancial International (2000 to 2004) and CitiCapital (2000 to 2001). Prior to joining Citigroup, Mr. Guthrie served in various roles of increasing responsibility at Associates First Capital Corporation (1978-2000).

Mr. Guthrie has also served as a member of the board of directors of the Bank since July 2014. Mr. Guthrie serves on one other public company board: OneMain Holdings, Inc., a financial services company. He previously served on the boards of directors of Mr. Cooper Group, Inc., Cascade Acquisition Corporation, LifeLock, Inc., and Garrison Capital Inc. During his tenure with Discover Financial Services, Inc., he also served on the board of directors of Discover Bank. Mr. Guthrie received a B.A. in Economics from Hanover College and an M.B.A. from Drake University.

Jeffrey G. Naylor

Director Since 2014, Non-Executive Chair Since 2023

Age: 67

Committees: Audit and MDC (Audit Committee Financial Expert)

Independent

Skills:

Financial Expert

Risk Expert

Financial Services Industry

C-Suite Experience

Direct Consumer/Retailers

Human Capital/Compensation

Strategic Planning

Mr. Naylor brings to the Board executive management and leadership experience, including as CFO of a publicly traded company and as a director of other publicly traded companies, extensive financial expertise and accounting experience, as well as considerable experience in the retail and consumer goods industries accumulated over the course of 25 years.

Prior to his appointment as non-executive Chair, Mr. Naylor served as Lead Independent Director of the Board (April 2021 to April 2023). Mr. Naylor served as Senior Corporate Advisor of the TJX Companies, Inc., a retail company of apparel and home fashions (2013 to 2014). Mr. Naylor served as Senior Executive Vice President and CAO of the TJX Companies, Inc. (2012 to 2013); Senior Executive Vice President, Chief Financial and Administrative Officer (2009 to 2012); Senior Executive Vice President, Chief Administrative and Business Development Officer (2007 to 2009); Senior Executive Vice President, Chief Financial and Administrative Officer (2006 to 2007); and CFO (2004 to 2006). Prior to joining TJX, Mr. Naylor served as Senior Vice President and CFO of Big Lots, Inc. (2001 to 2004); Senior Vice President, Chief Financial and Administrative Officer of Dade Behring, Inc. (2000 to 2001); and Vice President, Controller of The Limited, Inc. (1998 to 2000).

Mr. Naylor has also served as a member of the board of directors of the Bank since July 2014. Mr. Naylor serves on two other public company boards: Dollar Tree, Inc., an operator of discount variety stores; and Wayfair, Inc., an e-commerce retailer of home furnishings and decor. Mr. Naylor received a B.A. in Economics and Political Science from Northwestern University and an M.B.A. from the J.L. Kellogg Graduate School of Management.

P.W. “Bill” Parker

Director Since 2020

Age: 69

Committees: NCG and Risk

Independent

Skills:

Financial Expert

Risk Expert

Financial Services Industry

C-Suite Experience

Government/ Regulatory

Strategic Planning

Mr. Parker brings leadership experience, an extensive background in risk management and deep expertise in credit to the Board.

Mr. Parker most recently served as Vice Chairman and Chief Risk Officer of U.S. Bancorp (2013 to 2018); Executive Vice President and Chief Credit Officer (2007 to 2013); Executive Vice President of Credit Portfolio Management of U.S. Bancorp (2005 to 2007); and Senior Vice President of Credit Portfolio Management (2002 to 2005).

Mr. Parker currently serves on the board of directors of S&P Global Ratings, a fully owned division of S&P Global Inc. He previously served on the board of directors of U.S. Bank National Association (2011 to 2018). Mr. Parker also serves on the boards of the following charitable organizations: Hazelden Betty Ford Foundation, Friends of the Lake Vermilion Trail and American Indian College Fund, and is also a board member of the Minneapolis Club. Mr. Parker received a B.A. from Amherst College and an M.B.A. from the Tuck School of Business at Dartmouth.

Laurel J. Richie

Director Since 2015

Age: 67

Committees: MDC (Chair) and NCG

Independent

Skills:

C-Suite Experience

Brand and Marketing

Direct Consumer/Retailers

Human Capital/Compensation

Strategic Planning

Ms. Richie’s executive management and leadership experience and her considerable experience as a director of other public companies, as well as in communications and marketing, add valuable perspective to the Board.

Ms. Richie served as President of the Women’s National Basketball Association LLC, a professional sports league (2011 to 2015). Ms. Richie served as a brand consultant for Teach For America (2016 to 2018), and as Chief Marketing Officer of Girl Scouts of the United States of America (2008 to 2011). She held various positions at Ogilvy & Mather (1984 to 2008), including Senior Partner and Executive Group Director and member of the agency’s Operating and Diversity Advisory Boards. Ms. Richie is currently engaged by several Fortune 100 companies to advise c-suite executives on matters of personal leadership and corporate culture.

Ms. Richie has also served as a member of the board of directors of the Bank since April 2021. Ms. Richie serves on two other public company boards: Bright Horizons, a provider of high-quality education and childcare; and Hasbro, a global toy and game company whose mission is to entertain and connect fans through storytelling and play. She also serves as an independent director at SeatGeek, a closely held private corporation. Ms. Richie has been recognized as one of the 25 Most Influential Women in Business by The Network Journal, one of the Most Influential African Americans in Sports by Black Enterprise, and one of the Most Influential Black Corporate Directors by Savoy magazine. She is the recipient of numerous awards including Sports Business Journal’s Game Changer Award and Ebony magazine’s Outstanding Women in Marketing and Communications Award. Ms. Richie received a B.A. in Policy Studies from Dartmouth College. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and her alma mater where she served as Chair of the Board from 2017 to 2021.

Ellen M. Zane

Director Since 2019

Age: 74

Committees: Audit and MDC (Audit Committee Financial Expert)

Independent

Skills:

Financial Expert

C-Suite Experience

Government/Regulatory

Health and Wellness

Human Capital/Compensation

Strategic Planning

Ms. Zane brings to the Board executive experience in the healthcare industry, including as the CEO of a large medical center, in addition to her financial expertise and substantial experience as a director at other public companies.

She currently serves as CEO Emeritus at Tufts Medical Center, and previously served as its President and CEO (2004 to 2011). Ms. Zane served as Network President for Mass General Brigham (formerly Partners Healthcare System), a physician/hospital network sponsored by the Harvard affiliated Massachusetts General Hospital and Brigham and Women’s Hospital (1994 to 2004). Prior to joining Mass General Brigham, Ms. Zane served as the CEO of Quincy Hospital.

Ms. Zane has also served as a member of the board of directors of the Bank since May 2022. Ms. Zane serves on two other public company boards: Boston Scientific Corporation, a manufacturer of medical devices; and Haemonetics Corporation, a global medical device company and provider of blood and plasma supplies and services. She previously served on the board of directors of Azenta Life Sciences (formerly Brooks Automation), a publicly traded provider of biostorage and life sciences solutions. Ms. Zane received a Bachelor of Arts from George Washington University and a Master of Arts from Catholic University of America. She holds the following honorary degrees: Doctorate of Humane Letters from University of Massachusetts—Dartmouth; Doctorate of Commercial Science from Bentley University; Doctorate of Business Administration from Stonehill College; and Doctorate of Humane Letters from Curry College.

Audit Committee

Members:

Mr. Colao (Chair)

Mr. Alves

Ms. Chytil

Mr. Naylor

Ms. Zane

The Board has determined that each member of our Audit Committee qualifies as an “audit committee financial expert” as defined in Item 407(d) (5) of Regulation S-K, and the Board is satisfied that all members of our Audit Committee have sufficient expertise and business and financial experience necessary to effectively perform their duties as members of the Audit Committee.

Meetings

in 2025

Primary Responsibilities:

• Selecting, evaluating, compensating and overseeing the independent registered public accounting firm

• Receiving reports from our internal audit, risk management and independent liquidity review functions on the results of risk management reviews and assessments, including the Company’s internal control system over operational and regulatory controls and of the adequacy of the processes for controlling the Company’s activities and managing its risk

• Reviewing the audit plan, changes in the audit plan, the nature, timing, scope and results of the audit, and any audit problems or difficulties and management’s response

• Overseeing our financial reporting activities, including our annual report, and accounting standards and principles followed (including any significant changes in such standards and principles)

• Reviewing and discussing with management and the independent registered public accounting firm, as appropriate, the effectiveness of the Company’s internal control over financial reporting and the Company’s disclosure controls and procedures

• Reviewing our major financial risk exposures, the Company’s risk assessment and risk management practices and the guidelines, policies and processes for risk assessment and risk management

• In conjunction with the Risk Committee: (i) overseeing our risk guidelines and policies relating to financial statements, financial systems, financial reporting processes, compliance and auditing, and allowance for credit losses, and addressing matters relating to risk including with respect to cybersecurity; and (ii) reviewing, at least annually, information relating to the Company’s cybersecurity risk exposures

• Approving audit and non-audit services provided by the independent registered public accounting firm

• Meeting with management and the independent registered public accounting firm to review and discuss our financial statements, critical accounting estimates, practices and policies, any critical audit matters (CAMs), non-GAAP financial measures and other matters required to be reviewed under applicable legal, SEC, regulatory or NYSE requirements

•Reviewing and discussing with management, the Management Development and Compensation Committee, and the independent auditor, as appropriate, financial statement errors and related disclosures, and making appropriate recommendations to the Board

• Establishing and overseeing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters, and overseeing the maintenance of our ethics and compliance concern reporting hotline

• Approving the appointment of, evaluating and, when appropriate, approving the replacement of the Chief Audit Executive

• Overseeing our internal audit function, including reviewing its organization, performance and audit findings, and reviewing our disclosure and internal controls

• Overseeing the Company’s compliance with legal, ethical and regulatory requirements (other than those assigned to other committees of the Board) and related processes and programs

Management Development and Compensation Committee

Members:

Ms. Richie (Chair)

Mr. Aguirre

Mr. Naylor

Ms. Zane

All members of our Management Development and Compensation Committee qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Meetings

in 2025

Primary Responsibilities:

• Assisting our Board in developing and evaluating potential candidates for executive positions, including the CEO, and overseeing our management resources, structure, succession planning, development and selection process

•Evaluating the CEO’s performance and approving and, where required, recommending for approval by the independent members of our Board, the CEO’s annual compensation, including salary, bonus and equity and non-equity incentive compensation

•Evaluating the performance of other senior executives and approving and, where required, recommending for approval by our Board, each senior executive’s annual compensation, including salary, bonus and equity and non-equity incentive compensation, in each case, based on initial recommendations from the CEO

• Reviewing and overseeing incentive compensation arrangements with a view to appropriately balancing risk and financial results in a manner that does not encourage employees to expose us or any of our subsidiaries to imprudent risks, and are consistent with safety and soundness, and reviewing (with input from our CRO and the CRO of the Bank) the relationship among risk management policies and practices, corporate strategies and senior executive compensation

•Reviewing and approving any plan, program or arrangement providing any compensation or perquisite to the Company’s senior executives

•Reviewing and approving the terms of certain arrangements with the Company’s senior executives, including employment contracts, severance agreements, change in control agreements, other incentive awards and opportunities and any special or supplemental compensation or benefits

•Reviewing and approving, at least annually, the companies included in the Company’s compensation comparator peer group

•Reviewing, at least annually, the stock ownership requirements applicable to the Company’s senior executives

•Reviewing and overseeing equity incentive plans and other stock-based plans

•Overseeing the administration of the Company’s clawback policies

•Assisting our Board in its oversight of the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management, including but not limited to those policies and strategies regarding recruiting, retention, career development and progression, management succession for key executives, corporate culture, diversity and employment practices

Management Development and Compensation Committee Interlocks and Insider Participation

The members of the Company’s MDCC are Ms. Richie, Mr. Aguirre, Mr. Naylor and Ms. Zane. None of Ms. Richie, Mr. Aguirre, Mr. Naylor and Ms. Zane was, during 2025 or previously, an officer or employee of the Company or any of its subsidiaries. During 2025, there were no compensation committee interlocks required to be disclosed. In addition, no member of the MDCC had any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.

Nominating and Corporate Governance Committee

Members:

Mr. Aguirre (Chair)
Mr. Alves
Mr. Parker
Ms. Richie

Meetings

in 2025

Primary Responsibilities:

• Developing, and recommending to our Board for approval, qualifications for director candidates, taking into account applicable regulatory or legal requirements regarding experience, expertise or other qualifications for service on certain of our Board’s committees, as well as candidates’ ability to contribute to the diversity of the Board

• Considering potential director nominees properly recommended by the Company’s stockholders, leading the search for other individuals qualified to become members of the Board, recommending to our Board for approval the director nominees to be presented for stockholder approval at the annual meeting, and recommending to the Board nominations for any vacancies that may arise on the Board prior to the annual meeting

• Reviewing and making recommendations to our Board with respect to the Board’s leadership structure and the size and composition of the Board and the Board committees

• Developing and annually reviewing our corporate governance principles, including guidelines for determining the independence of directors

• Annually reviewing director compensation and benefits, including stock ownership requirements and compliance with such requirements

• Developing and recommending to the Board for its approval an annual self-evaluation process of the Board and the Board’s committees and overseeing the annual self-evaluation of our Board and its committees

• Reviewing and, if appropriate, approving or ratifying any “transaction” between the Company and a “related person” required to be disclosed under SEC rules and annually reviewing the use and effectiveness of such policy, and recommend changes to the Board as necessary

• Reviewing our policies and procedures with respect to political spending, and our support of charitable, educational and business organizations

• Reviewing actions and key trends in legislation, regulation, litigation and public debate in relation to sustainability and corporate responsibility matters

• Reviewing and resolving any conflicts of interest involving directors or executive officers

• Overseeing the risks, if any, related to our corporate governance structure and practices

• Overseeing and discussing with management the risks, if any, related to our environmental and social responsibility actions and public policy initiatives

Risk Committee

Members:

Mr. Guthrie (Chair)
Mr. Colao
Mr. Coviello
Ms. Ellinger
Mr. Parker

Meetings

in 2025

Primary Responsibilities:

•Assisting our Board in its oversight of our enterprise-wide risk management framework, including as it relates to credit and investment, market, liquidity, operational, cyber security (including information security and data privacy), compliance, third-party relationship and strategic risks

•Reviewing and, at least annually, approving our risk governance framework, and our risk assessment and risk management practices, guidelines and policies, including significant policies that management uses to manage credit and investment, market, liquidity, operational, compliance and strategic risks

• Reviewing and, at least annually, recommending to our Board for approval, our enterprise-wide risk appetite, including our liquidity risk tolerance, and reviewing and approving our strategy relating to managing key risks and other policies on the establishment of risk limits as well as the guidelines and policies for monitoring and mitigating such risks

• Meeting separately, at least quarterly, with our CRO and the Bank’s CRO to discuss the Company’s risk assessment and risk management practices and related guidelines and policies

•Receiving periodic reports from management on the metrics used to measure, monitor and manage known and emerging risks, including management’s view on acceptable and appropriate levels of exposure

•Receiving reports from our internal audit, risk management and independent liquidity review functions on the results of risk management reviews and assessments, including the Company’s internal control system over operational and regulatory controls and of the adequacy of the processes for controlling the Company’s activities and managing its risk

• Reviewing and approving, at least annually, the Company’s enterprise-wide capital and liquidity framework (including our contingency funding plan) for addressing liquidity needs during liquidity stress events

• Reviewing, at least quarterly, in coordination with the Bank’s Risk Committee, the Company’s allowance for credit losses methodology, liquidity, risk appetite, regulatory capital and ratios, and internal capital adequacy assessment processes, as well as our annual capital plan and the Bank’s resolution plan at least annually

• Reviewing, at least quarterly, information provided by senior management to determine whether we are operating within our established risk appetite and sharing reports with the Board, at least semi-annually, reflecting the Company’s material risks, mitigation strategies and any relevant public disclosure considerations

• Reviewing the status of financial services regulatory examinations

• Reviewing the independence, authority and effectiveness of our risk management function

•Approving the appointment of, evaluating and, when appropriate, approving the replacement of the CRO

•Reviewing the disclosure regarding risk contained in our annual and quarterly reports filed with the SEC


Name and present position with the company						Age, period served in present position and other business experience


Alberto Casellas Executive Vice President and CEO—Health & Wellness						Mr. Casellas, 59, has been the Executive Vice President and CEO of our Health & Wellness platform since June 2021. Prior to that he served as CEO of Synchrony’s CareCredit platform from January 2019 to June 2021. He previously served as our Executive Vice President and Chief Customer Engagement Officer from November 2016 to December 2018 and as our Senior Vice President, Retail Card Client Initiatives Group from March 2014 to November 2016. Mr. Casellas serves on the board of directors of Domus Kids, a Stamford, CT, nonprofit organization that helps thousands of the Stamford area’s most vulnerable youth experience success. Mr. Casellas received a B.A. in Economics from Yale University.


Courtney Gentleman Executive Vice President and CEO—Diversified & Value						Ms. Gentleman, 53, has been the Executive Vice President and CEO of the Diversified & Value platform since August 2024. Prior to her current role, Ms. Gentleman served as our Senior Vice President, Diversified & Value Leader from 2023 to 2024 and from 2016 to 2021, held chief marketing officer roles for the Company’s Digital, Retail Card and Payment Solutions platforms. Ms. Gentleman is an active member of the board of Chicago buildOn, a nonprofit organization focused on breaking the cycle of poverty, illiteracy and low expectations through service and education, and was named board chair in December 2021. Ms. Gentleman holds a B.S. in Political Science from Villanova University and an M.B.A. from Emory University’s Goizueta Business School.


Curtis Howse Executive Vice President and CEO—Home & Auto						Mr. Howse, 62, has been our Executive Vice President and CEO of our Home & Auto platform since June 2021. Mr. Howse served as the Executive Vice President and CEO of our Payment Solutions platform and our Chief Commercial Officer from January 2021 to May 2021. Prior to this role, Mr. Howse led Synchrony’s Direct to Consumer efforts from October 2018 to December 2020 and was Senior Vice President and General Manager of the Diversified Client Group at Synchrony from April 2011 to September 2018. He currently serves on the American Bankers Association Card Policy Council, HBCU Partnership Challenge and is a Congressional Black Caucus intern sponsor. Mr. Howse is also a board member of the Executive Leadership Council, an inductee to the Arkansas Black Hall of Fame and has been named one of Savoy Magazine’s Most Influential Black Executives in Corporate America.


Carol Juel Executive Vice President, Chief Technology and Operating Officer						Ms. Juel, 53, has been our Executive Vice President, Chief Technology & Operating Officer of Synchrony since June 2021. She served as our Executive Vice President & Synchrony’s Chief Information Officer from July 2014 to May 2021. Ms. Juel currently serves on the board of Brighthouse Financial and is board chair of Girls Who Code, a nonprofit helping to close the gender gap in technology. She is a member of the Advisory Board for the School of Engineering at the University of Connecticut, a member of the CNBC Technology Executive Council and a member of the Fast Company Impact Council. Ms. Juel was honored by ORBIE as the 2019 CIO of the Year, and was named one of the most “Influential Women in Payments” by PaymentsSource in 2016, 2017, 2023 and 2024. Ms. Juel earned a bachelor’s degree from the College of the Holy Cross.


Jonathan S. Mothner Executive Vice President, Chief Risk and Legal Officer						Mr. Mothner, 62, has been our Executive Vice President, Chief Risk and Legal Officer since November 2023. He previously served as our Executive Vice President, General Counsel and Secretary from February 2014 to October 2023. Earlier in his career, Mr. Mothner served in various legal roles in the U.S. Department of Justice and a private law firm. Mr. Mothner received a B.A. in Economics from Hobart College and a J.D. from New York University School of Law.


Darrell Owens Executive Vice President and CEO—Lifestyle						Mr. Owens, 57, has been our Executive Vice President and Chief Executive Officer of our Lifestyle platform since August 2024. Prior to this role, Mr. Owens served as Senior Vice President, Lifestyle Platform Leader from 2021 to 2024; Senior Vice President, General Manager TJX from 2017 to 2021; Senior Vice President, General Manager BP from 2014 to 2017; and Senior Vice President Sales from 2010 to 2014. Prior to joining Synchrony, Mr. Owens held various roles in the financial services industry, including as Senior Vice President, Client Business Development at Citigroup from 2004 to 2010 and Vice President, National Sales at HSBC Retail Services from 2003 to 2004. Mr. Owens was inducted in the 2023 Class of the Executive Leadership Council. Mr. Owens earned his bachelor’s degree in business administration and management from Augustana College, where he serves as a member of the board of trustees.


Bart Schaller Executive Vice President and CEO—Digital						Mr. Schaller, 57, has been our Executive Vice President and Chief Executive Officer of our Digital platform since June 2021. Prior to this role, Mr. Schaller was the Chief Marketing Officer of Synchrony from May 2016 to June 2021. From March of 2014 to May 2016, he led Synchrony’s Business Development team where he oversaw new partner programs, sales activities, strategic investments, and mergers and acquisitions opportunities, including Synchrony’s corporate venture team. Mr. Schaller earned a bachelor’s degree in business administration from Southern Methodist University, where he serves on the Cox School of Business Alumni Board.


Amy Tiliakos Senior Vice President, Chief Accounting Officer and Controller						Ms. Tiliakos, 44, has been our Senior Vice President, Chief Accounting Officer and Controller since August 2024. Prior to joining the Company, Ms. Tiliakos most recently served as U.S. Regulatory Reporting Vice President at American Express Company, a global payments and premium lifestyle brand, from 2023 to 2024. Ms. Tiliakos joined American Express in 2013 and held various roles during her tenure, including External Reporting Vice President from 2021 to 2023, and Global Consumer Services Group Segment Controller Vice President from 2019 to 2021. Ms. Tiliakos is a Certified Public Accountant and holds a B.S. in Accounting from the University of Connecticut.


Brian J. Wenzel, Sr. Executive Vice President, Chief Financial Officer						Mr. Wenzel, 58, has been our Chief Financial Officer since May 2019. Prior to that he served as SVP and Deputy Chief Financial Officer from April 2018 to April 2019 and as Chief Financial Officer for our Retail Card platform from September 1998 to April 2018. Earlier in his career, Mr. Wenzel held Chief Financial Officer roles in Business Development, Growth & Investments for Synchrony. Mr. Wenzel received a B.S. from Marist College and is a Certified Public Accountant.

In addition to standard health and welfare benefits available to other Synchrony employees, in 2025, Synchrony provided certain executive officers with other benefits, including (i) financial counseling and/or tax preparation services, (ii) annual physical examinations, (iii) supplementary life insurance, and (iv) individual disability income protection, which are reported in the “All Other Compensation” column in the 2025 Summary Compensation Table. The supplementary life insurance policies are intended to maintain benefits that existed for certain executives as GE employees prior to the completion of our separation from GE and in lieu of life insurance benefits that are provided to other Synchrony employees. These policies were frozen in value and participation upon Synchrony’s IPO. While Synchrony could have “bought out” the value of these polices upon IPO, the Company chose to freeze the insurance amount and maintain the policies to help retain senior management through Synchrony’s transition away from GE. The policies require an executive to stay with Synchrony through age 60 to receive the full value of the benefit. The face value of the supplementary life insurance policies for all participants is less than the value of the standard life insurance program for Synchrony employees. Brian Doubles voluntarily forfeited the supplementary life insurance program and transitioned to the standard group term life plan offered to other employees when he became CEO.

Additionally, under the Company’s existing policy, if it is determined that an employee at or above a designated executive grade under the Company’s compensation structure has engaged in conduct detrimental to the Company, the Bank or any of the Company’s other subsidiaries, the MDCC or, in the case of a Bank employee, the Bank’s Development and Compensation Committee, may take a range of actions to remedy the misconduct, prevent its recurrence and impose such discipline as deemed appropriate. Discipline may vary depending on the facts and circumstances, and may include, without limitation, (i) termination of employment, (ii) initiating an action for breach of fiduciary duty, (iii) reducing, cancelling or seeking reimbursement of any paid or awarded compensation, and (iv) if the conduct resulted in a material inaccuracy in the Company’s financial statements or performance metrics that affects the executive’s compensation, seeking reimbursement of any portion of incentive compensation paid or awarded to the executive that is greater than what would have been paid or awarded if calculated based on the accurate financial statements or performance metrics. If it is determined that an executive engaged in fraudulent misconduct, the MDCC or, in the case of a Bank employee, the Bank’s Development and Compensation Committee, will seek such reimbursement. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities, or as otherwise required by any agreement with a stock exchange on which the Company’s securities are listed.


	Option Awards					Stock Awards


Name of Executive	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, or Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
Doubles	4/1/2017	28,449		$34.30	4/1/2027
	4/1/2018	39,105		$33.53	4/1/2028
	3/1/2023					60,140	$5,017,512
	3/1/2024					103,769	$8,657,418	190,241	$15,871,847
	3/1/2025					103,344	$8,621,976
	3/3/2025							126,309	$10,537,971
	7/28/2025					15,103	$1,260,032	18,459	$1,540,039
Wenzel	4/1/2018	8,799		$33.53	4/1/2028
	3/1/2023					13,538	$1,129,451
	3/1/2024					25,565	$2,132,909	46,869	$3,910,260
	3/1/2025					30,064	$2,508,211
	3/3/2025							36,744	$3,065,591
Mothner	4/1/2017	11,258		$34.30	4/1/2027
	4/1/2018	21,899		$33.53	4/1/2028
	3/1/2023					9,765	$814,668
	3/1/2024					21,886	$1,825,943	40,125	$3,347,590
	3/1/2025					24,427	$2,037,922
	3/3/2025							29,855	$2,490,793
Juel	3/1/2023					12,206	$1,018,336
	3/1/2024					21,886	$1,825,943	40,125	$3,347,590
	3/1/2025					24,427	$2,037,922
	3/3/2025							29,855	$2,490,793
Howse	3/1/2023					10,403	$867,961
	3/1/2024					19,150	$1,597,721	35,109	$2,929,142
	3/1/2025					20,576	$1,716,616
	3/3/2025							25,147	$2,098,040


Brian Doubles

Element of Pay	For Cause	Voluntary Termination	Involuntary Termination(1)	Retirement(2)	Death or Disability	Change-In-Control


Severance	$0	$0	$1,912,500	$0	$0	$13,263,600

Restricted Stock Units	$0	$0	$13,674,930	$0	$23,556,938	$23,556,938

Stock Options	$0	$0	$0	$0	$0	$0

Long-Term Performance Plan	$0	$0	$15,871,847	$0	$27,949,857	$27,949,857

Annual Cash Incentive	$0	$0	$2,942,700	$0	$2,942,700	$2,942,700

Health Benefits Payment	$0	$0	$0	$0	$0	$72,915

Restoration Plan	$0	$0	$5,197,690	$0	$5,197,690	$5,197,690

Deferred Compensation	$0	$0	$0	$0	$0	$0

Total Value to Executive	$0	$0	$39,599,667	$0	$59,647,185	$72,983,700

Brian Wenzel

Element of Pay	For Cause	Voluntary Termination	Involuntary Termination(1)	Retirement(2)	Death or Disability	Change-In-Control


Severance	$0	$0	$750,000	$0	$0	$5,501,271

Restricted Stock Units	$0	$0	$3,262,359	$0	$5,770,571	$5,770,571

Stock Options	$0	$0	$0	$0	$0	$0

Long-Term Performance Plan	$0	$0	$3,910,260	$0	$6,975,852	$6,975,852

Annual Cash Incentive	$0	$0	$1,442,500	$0	$1,442,500	$1,442,500

Health Benefits Payment	$0	$0	$0	$0	$0	$56,214

Restoration Plan	$0	$0	$2,274,869	$0	$2,274,869	$2,274,869

Deferred Compensation	$0	$0	$0	$0	$0	$0

Total Value to Executive	$0	$0	$11,639,988	$0	$16,463,792	$22,021,277

Jonathan Mothner

Element of Pay	For Cause	Voluntary Termination	Involuntary Termination(1)	Retirement(2)	Death or Disability	Change-In-Control


Severance	$0	$0	$700,000	$0	$0	$5,151,125

Restricted Stock Units	$0	$2,640,611	$2,640,611	$2,640,611	$4,678,533	$4,678,533

Stock Options	$0	$0	$0	$0	$0	$0

Long-Term Performance Plan	$0	$3,347,590	$3,347,590	$3,347,590	$5,838,383	$5,838,383

Annual Cash Incentive	$0	$1,211,700	$1,211,700	$1,211,700	$1,211,700	$1,211,700

Health Benefits Payment	$0	$0	$0	$0	$0	$56,214

Restoration Plan	$0	$2,866,073	$2,866,073	$2,866,073	$2,866,073	$2,866,073

Deferred Compensation	$0	$0	$0	$0	$0	$0

Total Value to Executive	$0	$10,065,974	$10,765,974	$10,065,974	$14,594,689	$19,802,028

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 April 27, 2026, are entitled to notice of, and to vote at, the Annual Meeting. As of April 27, 2026, there were 336,370,242 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:

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 Nominees named herein, the shares will be considered “broker non-votes” with respect to such matters.

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 June 23, 2026).

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 June 23, 2026.

By the Internet

In Advance

You may vote online by visiting the internet website address indicated on your Notice or proxy card or scan the QR code indicated on your Notice or proxy card with your mobile device, and follow the on-screen instructions until 11:59 p.m., Eastern Time, on June 23, 2026.

At the Annual Meeting

You may attend the virtual Annual Meeting by visiting this internet website address: www.virtualshareholdermeeting.com/SYF2026.

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, such stockholder’s 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 with 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, present by means of remote communication, 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 broker non-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?

Voting Item

Voting Standard

Treatment of Abstentions

and Broker Non-Votes

Board

Recommendation

Election of 12 directors named in this
proxy statement

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. There will be no broker non-votes.

FOR

Advisory approval of our named executive officers’ compensation

Majority of votes cast

Not counted as votes cast and therefore will have no effect

FOR

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 Election.

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 principal executive offices located at 777 Long Ridge Road, Stamford, Connecticut 06902. Please contact Synchrony’s Corporate Secretary by telephone at (203) 585-2400 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/SYF2026.

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, on behalf of the Company, is soliciting proxies from the Company’s stockholders for the Annual Meeting. The Company 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 $25,000, plus reasonable out-of-pocket expenses.

Information About Attending the 2026 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/ SYF2026. 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/SYF2026 and using your 16-digit control number, located on the Notice and the proxy card, to enter the meeting. Online check-in will begin at 8:45 a.m., Eastern Time, and we recommend that you allow for time to complete the online check-in procedure. Technical support will be available to shareholders experiencing technical difficulties accessing or participating in the meeting through contacts listed on the virtual meeting site.


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


			P roxy S ummary			4

			C orporate G overnance			6

			Board Leadership Structure			6

			Board’s Role in Strategy			7

			Board’s Role in Risk Oversight			8

			Board Oversight of Cybersecurity and Technology			10

			Board Focus on our People and Culture			10

			Board Refreshment			12

			Board and Committee Evaluation Process			12

			Board Commitment to Stockholder Engagement			13

			Item 1—Election of Directors			16

			Attendance at Meetings			23

			Executive Sessions of Independent Directors			23

			Committees of the Board of Directors			24

			Management Development and Compensation Committee Interlocks and Insider Participation			25

			Communications With the Board of Directors			28

			Governance Principles			28

			Code of Conduct			28

			Insider Trading Policy			28

			A udit M atters			29

			Independent Auditor			29

			Item 2—Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2026			30

			Audit Committee Report			30

			C ompensation M atters			31

			Item 3—Advisory Vote to Approve Named Executive Officer Compensation			31



$3.6B	3.0%	$103.8B	$3.3B
net earnings	return on assets	loan receivables	capital returned to stockholders



34.3%	75+	68.9M	$182.3B
efficiency ratio	new or renewed partnerships	average active accounts	purchase volume


			11 out of 12 directors are independent
			Experienced Board members with a broad range of skills and backgrounds
			Each of the Audit Committee, MDCC, Nominating and Corporate Governance Committee, Risk Committee and Technology Committee is comprised exclusively of independent directors
			Non-executive Chair of the Board
			Annual election of all directors
			Majority voting standard for directors in uncontested elections


			Stockholder special meetings may be called upon the request of a majority of stockholders
			Single-class voting structure (one share, one vote)
			No stockholder rights plan
			Stock ownership requirements for our executive officers and directors
			Nominating and Corporate Governance Committee regularly reviews overall corporate governance framework


Filed by the Registrant x						Filed by a Party other than the Registrant o


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


			Management			32

			Compensation Discussion and Analysis			33

			Compensation Philosophy			37

			Compensation Governance			39

			Compensation and Risk Management			40

			2025 Compensation Elements			42

			Compensation Committee Report			50

			2025 Executive Compensation			51

			2025 Potential Payments Upon Termination or Change-in-Control at Fiscal Year-End			57

			CEO Pay Ratio			60

			Pay Versus Performance			61

			Independent Directors’ Compensation			64

			Equity Compensation Plan Information			66

			B eneficial O wnership			67

			Related Person Transactions			69

			F requently A sked Q uestions A bout the A nnual M eeting			70

			Voting Information			70

			Proxy Solicitation and Document Request Information			72

			Information About Attending the 2026 Annual Meeting			72

			A dditional Information			73

			Other Business			73

			Annual Report and Company Information			73

			Stockholder Proposals for the 2027 Annual Meeting			73

			Important Notice Regarding Internet Availability of Proxy Materials for the 2026 Annual Meeting to be held on June 24, 2026			73



The Board Recommends A Vote For the election of the 11 directors named in this proxy statement.


	For the Years Ended December 31,


	2025		2024

Audit fees	$	5,087,883	$	5,515,097

Audit-related fees	521,757		533,498

Tax fees	—		—

All other fees	—		—

Total fees	$	5,609,640	$	6,048,595



The Audit Committee and the Board Recommend A Vote For ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2026.



The Board Recommends A Vote For approval of the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement.


Net earnings						Net interest income
$ in billions						$ in billions


Interest and fees on loans						Return on assets
$ in billions						% of average total assets


Consumer Finance	Diversified Financial Services
Ally Financial Inc.	Block, Inc.	Mastercard Incorporated

American Express Company	Fidelity National Information Services, Inc.	PayPal Holdings, Inc.

Bread Financial Holdings, Inc.	Fiserv, Inc.	Visa Inc.

Capital One Financial Corporation	Global Payments Inc.	Voya Financial, Inc.


Name of Executive	2024 Salary	2025 Salary
Brian Doubles	$1,250,000	$1,275,000
Brian Wenzel	$725,000	$750,000
Jonathan Mothner	$700,000	$700,000
Carol Juel	$700,000	$700,000
Curtis Howse	$650,000	$650,000


2025 Community Highlights


			An increase in PPNR of $0.3 billion compared to prior year*, and
			An increase in Average Receivables of $2.0 billion compared to prior year


Name of Executive	2025 Target Annual Incentive	2025 Annual Incentive Payout

Brian Doubles	$2,550,000	$2,942,700
Brian Wenzel	$1,250,000	$1,442,500
Jonathan Mothner	$1,050,000	$1,211,700
Carol Juel	$1,050,000	$1,211,700
Curtis Howse	$812,500	$937,625


			Growth in Diluted EPS over the performance period, and
			An increase in ROE as compared to prior year’s grant


TSR Performance vs Peers			Modifier*

Bottom Quartile			80%
Median			No Impact
Top Quartile			120%


Name of Executive	Restricted Stock Units	Performance Share Units	Total
Brian Doubles	$7,278,841	$8,650,474	$15,929,315
Brian Wenzel	$1,800,012	$2,124,602	$3,924,614
Jonathan Mothner	$1,462,509	$1,726,239	$3,188,748
Carol Juel	$1,462,509	$1,726,239	$3,188,748
Curtis Howse	$1,231,925	$1,454,042	$2,685,967


Metric	Weight	Goals			Associated Payout			Calculation
		Min	Target	Max	Min	Target	Max	2023-2025 Performance	2023-2025 Payout
Cumulative Diluted EPS	50%	$13	$17	$21	50%	100%	150%	$22.43	150.0%
Return on Equity	50%	13.0%	16.5%	20.0%	50%	100%	150%	19.7%	145.4%
							Weighted Average:		147.7%
							TSR Adjustment Factor:		120.0%
								Total Payout:	177.2%


Name	Year	Salary	Stock Awards (1)	Non-Equity Incentive Plan Comp. (2)	All Other Comp. (3)	Total

Brian Doubles	2025	$1,260,096	$15,929,315	$2,942,700	$1,241,623	$21,373,734
	2024	$1,232,692	$14,234,543	$2,625,000	$684,021	$18,776,256
	2023	$1,141,346	$13,550,032	$3,870,900	$613,406	$19,175,684


Brian Wenzel	2025	$745,673	$3,924,614	$1,442,500	$250,186	$6,362,973
	2024	$720,673	$3,506,896	$1,141,875	$312,023	$5,681,467
	2023	$700,000	$3,050,061	$1,767,150	$224,560	$5,741,771


Jonathan Mothner	2025	$700,000	$3,188,748	$1,211,700	$267,158	$5,367,606
	2024	$700,000	$3,002,251	$1,102,500	$325,610	$5,130,361
	2023	$700,000	$2,200,033	$1,767,150	$264,327	$4,931,510

Carol Juel	2025	$700,000	$3,188,748	$1,211,700	$244,955	$5,345,403
	2024	$700,000	$3,002,251	$1,102,500	$299,873	$5,104,624
	2023	$700,000	$2,750,059	$1,767,150	$246,381	$5,463,590


Curtis Howse	2025	$650,000	$2,685,967	$937,625	$229,711	$4,503,303
	2024	$645,673	$2,626,964	$853,125	$243,237	$4,368,999
	2023	$625,000	$2,343,809	$1,314,844	$227,902	$4,511,555


Name of Executive	Company Mandated Risk Management Protocols		Other Perquisites & Personal Benefits (3)	Value of Supplementary Insurance (4)	Employee Retirement Savings Plan (5)	Total
	Security Services (1)	Aircraft Usage (2)


Brian Doubles	$461,455	$342,548	$7,764	$2,495	$427,361	$1,241,623


Brian Wenzel	$10,376		$23,528	$8,652	$207,630	$250,186


Jonathan Mothner	$11,780		$13,300	$43,803	$198,275	$267,158


Carol Juel	$16,853		$18,905	$10,922	$198,275	$244,955


Curtis Howse	$25,000		$8,712	$30,655	$165,344	$229,711


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards (2)
Name of Executive	Grant Date (1)	Threshold $	Target $	Maximum $	Threshold #	Target #	Maximum #	All Other Stock Awards Number of Shares (3)	Grant Date Fair Value of Stock Awards (4)

Doubles		255,000	2,550,000	5,100,000
Annual RSUs (1/2)	3/1/25							101,970	$6,187,540
Annual PSUs (1/2)	3/3/25				24,926	124,630	224,334		$7,303,318
Annual RSUs (2/2)	7/28/25							14,976	$1,091,301
Annual PSUs (2/2)	7/28/25				3,660	18,304	32,947		$1,347,156


Wenzel		125,000	1,250,000	2,500,000
Annual RSUs	3/1/25							29,664	$1,800,012
Annual PSUs	3/3/25				7,251	36,256	65,260		$2,124,602


Mothner		105,000	1,050,000	2,100,000
Annual RSUs	3/1/25							24,102	$1,462,509
Annual PSUs	3/3/25				5,891	29,458	53,024		$1,726,239


Juel		105,000	1,050,000	2,100,000
Annual RSUs	3/1/25							24,102	$1,462,509
Annual PSUs	3/3/25				5,891	29,458	53,024		$1,726,239


Howse		81,250	812,500	1,625,000
Annual RSUs	3/1/25							20,302	$1,231,925
Annual PSUs	3/3/25				4,962	24,813	44,663		$1,454,042


Name of Executive	Grant Date	Stock Awards Vesting Schedule (1)	Equity Incentive Plan Vesting Schedule (2)


All Executives	3/1/23	33.3% vests 2026


All Executives	3/1/24	33.3% vests 2026, 2027	100% vests in 2026


All Executives	3/1/25	33.3% vests 2026, 2027, 2028


All Executives	3/3/25		100% vests in 2027


Doubles	7/28/25	33.3% vests 2026, 2027, 2028	100% vests in 2027


	Plan	Executive Contributions in Last Fiscal Year	Registrant Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year (1)	Aggregate Distributions in Last Fiscal Year (2)	Aggregate Balance at Last Fiscal Year-End
Name of Executive

Doubles	Restoration Plan	$0	$388,861	$703,146	$0	$5,197,690

	Deferred Compensation Plan	$0	$0	$0	$0	$0


Wenzel	Restoration Plan	$0	$169,130	$317,067	$0	$2,274,869

	Deferred Compensation Plan	$0	$0	$0	$0	$0


Mothner	Restoration Plan	$0	$159,775	$443,874	($74,385)	$2,866,073

	Deferred Compensation Plan	$0	$0	$0	$0	$0


Juel	Restoration Plan	$0	$159,775	$713,106	$0	$3,411,331

	Deferred Compensation Plan	$0	$0	$0	$0	$0


Howse	Restoration Plan	$0	$126,844	$232,366	($61,688)	$1,612,496

	Deferred Compensation Plan	$426,563	$0	$1,351,040	$0	$9,757,387


	A	B	C	D	E	F	Value of Initial $100 Investment 12/31/2020:


Year	Summary Compensation Table Total for CEO (Doubles) (1)	Compensation Actually Paid to CEO (Doubles) (2)	Summary Compensation Table Total for Former CEO/Exec Chair (Keane)(1)	Compensation Actually Paid to Former CEO Exec Chair (Keane) (2)	Average Summary Compensation Table Total for Non-CEO NEOs (3)	Average Compensation Actually Paid to Non-CEO NEOs (4)	SYF (5)	Peers (6)	Net Income (Millions) (7)	Diluted Earnings Per Share (8)


2025	$21,373,734	$57,677,474			$5,394,821	$12,935,377	$269	$129	$3,552	$9.28


2024	$18,776,256	$58,189,127			$5,103,462	$13,879,417	$206	$124	$3,499	$8.55


2023	$19,175,684	$23,718,659			$5,162,107	$6,466,785	$119	$96	$2,238	$5.19


2022	$13,701,941	$8,599,737			$6,516,202	$1,775,284	$99	$78	$3,016	$6.15


2021	$8,880,347	$20,462,092	$13,500,981	$46,015,762	$4,124,797	$10,116,008	$136	$96	$4,221	$7.34


Most Important Financial Performance Measures


Diluted Earnings Per Share


Return on Equity


Relative TSR


PPNR minus Charge-Offs


Loan Receivables


CEO Equity					(X)
	TYPE	FAIR VALUE AT YE OF OUTSTANDING UNVESTED AWARDS GRANTED DURING APPLICABLE YEAR	YEAR OVER YEAR CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT VESTED DURING APPLICABLE YEAR	CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT REMAIN UNVESTED	VALUE INCLUDED IN “COMP ACTUALLY PAID”
2025	RSUs	$9,882,008	($586,823)	$3,202,576	$12,497,761
	PSUs	$18,885,322	$9,990,947	$10,859,025	$39,735,294
	SOs	$0	$0	$0	$0
	Total	$28,767,330	$9,404,124	$14,061,601	$52,233,055

Non-CEO NEOs Equity					(Z)
	TYPE	FAIR VALUE AT YE OF OUTSTANDING UNVESTED AWARDS GRANTED DURING APPLICABLE YEAR	YEAR OVER YEAR CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT VESTED DURING APPLICABLE YEAR	CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT REMAIN UNVESTED	VALUE INCLUDED IN “COMP ACTUALLY PAID”
2025	RSUs	$2,075,168	($131,617)	$656,498	$2,600,049
	PSUs	$3,965,796	$1,906,745	$2,314,985	$8,187,526
	SOs	$0	$0	$0	$0
	Total	$6,040,964	$1,775,128	$2,971,483	$10,787,575


Name of Director	Fees Earned or Paid in Cash(1)	Stock Awards(2)	Total


Aguirre	$155,000	$220,193	$375,193


Alves	$135,000	$220,193	$355,193


Chytil	$135,000	$220,193	$355,193


Colao	$180,000	$220,193	$400,193


Coviello	$160,000	$220,193	$380,193


Ellinger(3)	$33,750	$55,064	$88,814


Guthrie	$175,000	$220,193	$395,193


Naylor (Chair)	$245,000	$345,330	$590,330


Parker	$135,000	$220,193	$355,193


Richie	$155,000	$220,193	$375,193


Zane	$135,000	$220,193	$355,193


	A	B	C

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
Equity compensation plans approved by security holders	7,385,204	$35.16	26,296,210
Equity compensation plans not approved by security holders	—		—
Total	7,385,204	$35.16	26,296,210


Name of Beneficial Owner	Number of Shares	Percent of Total
Capital World Investors—333 South Hope Street, 55th Fl, Los Angeles, CA 90071 (1)	44,534,680	13.22	%
BlackRock, Inc.—50 Hudson Yards, New York, NY 10001 (2)	35,218,825	10.46	%
State Street Corporation—One Congress Street, Suite 1, Boston MA 02114 (3)	19,080,903	5.67	%
Brian D. Doubles	587,452	*
Carol Juel	8	*
Curtis Howse	51,946	*
Jonathan S. Mothner (4)	154,165	*
Brian J. Wenzel, Sr. (5)	8,804	*
Fernando Aguirre	41,595	*
Paget L. Alves (6)	48,275	*
Kamila Chytil	13,950	*
Daniel Colao	1,704	*
Arthur W. Coviello, Jr.	30,177	*
Deborah Ellinger	0	*
Roy A. Guthrie (7)	70,704	*
Jeffrey G. Naylor (8)	59,101	*
P.W. “Bill” Parker	28,498	*
Laurel J. Richie (9)	47,602	*
Ellen M. Zane	28,263	*
All directors and executive officers as a group (21 persons)	1,200,851	*