Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment
                of Certain Officers; Compensatory Arrangements of Certain Officers Holders.

As previously announced, on April 1, 2021, as part of a planned succession process, the following events became effective:

•Margaret Keane, 61, transitioned roles from Chief Executive Officer ("CEO") of Synchrony Financial (the "Company") to Executive Chair of the Board of Directors (the "Board") of the Company. •Brian Doubles, 45, the Company's former President, succeeded Ms. Keane to become President and CEO, and joined the Board as a director. •Rick Hartnack, 75, Non-Executive Chair of the Board, retired. •Jeffrey Naylor, 62, became Lead Independent Director of the Board.

In connection with the above appointments, on March 31, 2021, the Management Development and Compensation Committee of the Board approved the below compensation arrangements, effective April 1, 2021.

For Ms. Keane:



•Annual base salary remained at $1.175 million.
•Target incentive level for purposes of annual non-equity incentive plan awards
granted pursuant to the Synchrony Financial Annual Incentive Plan (the "AIP")
was reduced from 200% of base salary to approximately 170% of base salary.
•Target incentive levels for purposes of future grants of restricted stock units
("RSUs") and performance share units ("PSUs") awarded under the Synchrony
Financial 2014 Long-Term Incentive Plan (the "LTIP") reduced from $9 million to
$6 million - 45% in RSUs and 55% in PSUs.
•Continued participation in the Company's employee benefit plans and
arrangements, with the same level of benefits that Ms. Keane received prior to
such transition in the case of executive arrangements.

For Mr. Doubles:



•Annual base salary was increased from $800,000 to $1 million.
•Target incentive level for purposes of non-equity incentive plan awards granted
pursuant to the AIP was increased from 150% of base salary to 175% of base
salary.
•Target incentive levels for purposes of grants of RSUs and PSUs awarded under
the LTIP increased from $3 million to $5.25 million - 45% in RSUs and 55% in
PSUs.
•In addition, on April 1, 2021, Mr. Doubles received true-up equity grants that
resulted in total 2021 awards consistent with the new role's target incentive
levels. The grants were made on the same terms and conditions as the grants that
were made to Mr. Doubles on March 1, 2021.

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