Synchrony Financial : 2024 Proxy Statement

Notice of 2025 Annual Meeting of Stockholders

Dear Stockholders: You are invited to attend Synchrony Financial's 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held on June 17, 2025 at 9:00 a.m., Eastern Time, for the following purposes:

• • To elect the 11 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 2025;

• • 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/SYF2025.

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 22, 2025. Proxy materials are being mailed or made available to stockholders on or about April 25, 2025. 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 25, 2025

Proxy Logistics at a Glance

DATE

June 17, 2025

TIME 9:00 a.m., Eastern Time VIRTUAL MEETING WEBSITE ADDRESSwww.virtualshareholdermeeting.com/SYF2025

RECORD DATE April 22, 2025

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING TO BE HELD ON JUNE 17, 2025

Our proxy materials relating to our Annual Meeting (notice, proxy statement and annual report) are available atwww.proxyvote.com.

Table of Contents

PROXY SUMMARY 4

CORPORATE GOVERNANCE 7

Board Leadership Structure 7

Board's Role in Strategy 7

Board's Role in Risk Oversight 8

Board Oversight of Cybersecurity and Technology 11

Board Focus on our People and Culture 11

Board Refreshment 13

Board and Committee Evaluation Process 13

Board Commitment to Stockholder Engagement 14

Item 1-Election of Directors 17

Attendance at Meetings 24

Executive Sessions of Independent Directors 25

Committees of the Board of Directors 26

Management Development and Compensation Committee Interlocks and Insider Participation 27

Communications With the Board of Directors 30

Governance Principles 30

Code of Conduct 30

Insider Trading Policy 30

AUDIT MATTERS 31

Independent Auditor 31

Item 2-Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the

Company for 2025 32

Audit Committee Report 32

COMPENSATION MATTERS 33

Letter from the Chair of our Management Development and Compensation Committee (MDCC) 33

Stockholder Engagement and Response to 2024 Say-On-Pay 34

Item 3-Advisory Vote to Approve Named Executive Officer Compensation 37

Management 38

Compensation Discussion and Analysis 39

Compensation Philosophy 40

Compensation Governance 49

2024 Compensation Elements 50

Compensation and Risk 56

Compensation Committee Report 57

2024 Executive Compensation 58

Pay Versus Performance 64

CEO Pay Ratio 67

2024 Potential Payments Upon Termination or Change-in-Control at Fiscal Year-End 67

Independent Directors' Compensation 71

Equity Compensation Plan Information 73

BENEFICIAL OWNERSHIP 74

Related Person Transactions 76

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING 77

Voting Information 77

Proxy Solicitation and Document Request Information 79

Information About Attending the 2025 Annual Meeting 79

ADDITIONAL INFORMATION 80

Other Business 80

Annual Report and Company Information 80

Stockholder Proposals for the 2026 Annual Meeting 80

Important Notice Regarding Internet Availability of Proxy Materials for the 2025 Annual Meeting to be held

on June 17, 2025 80

Proxy Summary

This summary highlights certain information in this proxy statement in connection with our 2025 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 77 - 79 of this proxy statement. Proxy materials are being mailed or made available to stockholders on or about April 25, 2025.

Logistics

Voting

DATE

June 17, 2025

You may date, sign and promptly return your proxy card by mail in a postage prepaid envelope (such proxy card must be receivedby June 16, 2025).

TIME 9:00 a.m., Eastern Time

VIRTUAL MEETING WEBSITE ADDRESS

www.virtualshareholdermeeting.com/ SYF2025

RECORD DATE

April 22, 2025

Eligibility to Vote

You are eligible to vote if you were a stockholder of record at the close of business on April 22, 2025.

BY MAIL

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 16, 2025.

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 16,

2025.

At the Annual Meeting

You may attend the virtual Annual Meeting

by visiting this internet website address:

www.virtualshareholdermeeting.com/

SYF2025.

Agenda

Election of 11 directors named in this proxy statement

Ratify the selection of KPMG LLP as our independent registered public accounting firm for 2025

Advisory approval of our named executive officers' compensation

Voting standard: Majority of votes cast Page Reference - 17

Voting standard: Majority of votes cast Page Reference - 32

Voting standard: Majority of votes cast, Page Reference - 37

BOARD RECOMMENDATION FOR

BOARD RECOMMENDATION FOR

BOARD RECOMMENDATION FOR

PROXY SUMMARY

Synchrony Financial is a premier consumer financial services company delivering one of the industry's most complete digitally-enabled product suites. We provide our partners and consumers with a diverse set of financing solutions and innovative digital capabilities to address their specific needs and deliver seamless, omnichannel experiences. Our offerings include private label, dual, co-brand and general purpose credit cards, as well as short- and long-term installment loans and consumer banking products.

In 2024, we continued to focus on growing and deepening our partnership relationships, diversifying the markets we serve and expanding our digital presence while delivering strong financial results and driving progress toward our long-term financial targets.

2024 Financial and Business Highlights

$3.5B		30.0%
	net earnings		efficiency ratio
2.9%		90+	new or renewed
	return on assets
			partnerships
$104.7B		70.9M
	loan receivables		average active accounts
$1.4B	capital returned to	$182.2B	purchase volume (second
	stockholders		highest level)

Sold Pets Best

Acquired Ally Lending

At Synchrony, being a responsible corporate citizen is deeply ingrained into our culture, and we see it as both the right thing to do and strategically sound. In 2024, our employees devoted their time, energy and compassion to various volunteer efforts. We also partnered with local nonprofit organizations, providing the resources and support they need to improve the lives of those they serve.

2024 Community Highlights

over

24K total employee volunteer hours

~$20M donated to over 300 charitable organizations

that includes

~$4.7M ginifmtsatching & more

donated for Education as an than $7.5M Equalizer program grants

And since our IPO in 2014, there have been

more than

125K

employee volunteer hours

over $100M

in donations, including more than

$25M

in matching gifts

PROXY SUMMARY

Our over 20,000 full-time employees are essential to our financial performance and ability to deliver on our strategic objectives. In 2024, we expanded the depth of commercial expertise on our executive leadership team with the appointments of Maran Nalluswami as EVP, Chief Strategy and Business Development Officer, Courtney Gentleman as EVP & CEO, Diversified & Value, and Darrell Owens as EVP & CEO, Lifestyle. We also continued to invest in our employees through development and training programs that are available to all employees at all levels of the organization.

2024 Training and Development Highlights

	100
over		employees selected for our Skills Training for Evolving Professional Program
	350
over		vice-president level employees participated in Impact Sessions globally
		Across our entire employee population

	32	20
over 655K
	average course	average hours of
courses completed	completions per employee	training per employee

Finally, the board of directors of the Company (the "Board of Directors" or "Board") plays an integral role in guiding our strategic direction, promoting a culture of trust and accountability, and maintaining strong corporate governance practices designed to serve the needs and interests of the Company, its stockholders, employees and other stakeholders. In October 2024, Daniel Colao joined the Board, adding to the Board's expertise in financial services and consumer lending, as well as strategic planning and risk oversight and management.

Synchrony Board by the Numbers

10 of 11			64
	5 directors	7 years
directors are	added since	average	average
independent	2019	tenure	age
6 / 2025 ANNUAL MEETING AND PROXY STATEMENT

Corporate Governance

We believe that strong corporate governance is integral to building long-term value for our stockholders and enabling effective Board oversight. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board monitors emerging issues in the governance community and regularly reviews our governance practices to evaluate evolving best practices and stockholder feedback.

A few of our corporate governance best practices include:

Board Leadership Structure

Our Board is led by Jeffrey Naylor, our non-executive chair of the Board ("Chair"). Mr. Naylor assumed this role in April 2023 after serving as Lead Independent Director since April 2021, and has served as an independent director on our Board since 2014.

Our Board, led by the Nominating and Corporate Governance Committee, annually reviews the Board's leadership structure and has determined to re-elect Mr. Naylor as non-executive Chair. We continue to believe that having an independent director serve as the non-executive Chair of the Board is in the best interests of our stockholders and is the appropriate leadership structure for the Company at this time. The separation of roles allows our Chair to focus on the organization and effectiveness of the Board. At the same time, it allows our President and Chief Executive Officer ("CEO") to focus on executing our strategy and managing our operations, performance and risks.

Board's Role in Strategy

The Board actively oversees the Company's strategic direction and the performance of our business and management. On an annual basis, the Board conducts an intensive, multi-day review of the Company's short-, medium- and long-term strategic plan, taking into consideration economic, consumer, technology, regulatory and other significant trends and changes, as well as other developments in the industry impacting our business. The Board's input is then incorporated into the strategic plan and the plan is presented for approval at the subsequent Board meeting. The output of these meetings provides the strategic context for the Board's discussions at its meetings throughout the next year, including regular updates and feedback from the Board on the Company's progress on its strategic plan and deep dives on developments in important areas such as credit, cybersecurity and new and developing technologies. In addition, the Board regularly discusses and reviews feedback on strategy from our stockholders and other stakeholders, and often engages with internal and external experts and advisors to ensure our strategy reflects the latest competitive and regulatory landscape.

The Company continues to leverage its proprietary data and analytics, our lending expertise and innovative digital capabilities with the aim of providing a seamless customer experience and compelling value propositions. The Board will oversee the plan to continue to expand access to credit and invest in digital innovations to provide financial solutions that foster deeper customer relationships while also driving loyalty and sales for our partners, providers and small and mid-sized businesses.

Expanding Access to Credit

Providing access to financial solutions that help build credit, encourage savings, and create real life opportunities is at the core of what we do. The Project REACh program was launched by the Office of the Comptroller of the Currency (OCC) to reduce specific barriers that prevent full, equal and fair participation in the U.S. economy. Since 2022, Synchrony has utilized bank and deposit account data made available through Project REACh to extend credit to the "credit invisible" population, which according to economists comprises more than 10% of our population who are unseen by our financial system because they lack a usable credit score, limiting their access to loans, credit cards and home ownership.

Over 50% of new account holders to whom we offered credit utilizing Project REACh data migrated to a 651+ Vantage score within 12 months. Through this program, Synchrony is using bank and deposit account data, combined with our advanced underwriting techniques, to approve tens of thousands of people for their first credit card, helping to improve financial inclusion for traditionally underserved populations. Recognizing that inclusion starts with meeting consumers where they shop, we have integrated financial inclusion initiatives with some of our partners, potentially helping a parent finance their back-to-school shopping, getting a consumer back on the road faster through financing new tires, or helping a family pay over time for an unexpected pet illness.

Outside of Project REACh data, Synchrony continues to utilize data sets not traditionally included in credit bureau data to enhance our underwriting overall and to improve access to financial markets for all. For example, Synchrony has launched a program to allow credit challenged and credit invisible customers to opt into providing more details about their cash flow by linking their checking and savings account information from the privacy of their own device. The power of Synchrony PRISM, our proprietary credit tools, allows us to rapidly ingest the additional information, along with other non-traditional data sets, to create a more holistic view of creditworthiness.

Board's Role in Risk Oversight

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

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