Synchrony Financial (SYF) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2026, with voting available by mail, phone, or internet for shareholders of record as of April 27, 2026.

• Key agenda items include electing 12 directors, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• The company reported strong 2025 financials: $3.6B net earnings, 3.0% return on assets, $103.8B in loan receivables, and $3.3B capital returned to shareholders.

• Over 75 partnerships were added or renewed in 2025, and significant investments were made in digital innovation and community initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors, ratification of KPMG LLP as auditor, and approval of executive compensation (say-on-pay).

• All proposals require a majority of votes cast to pass, and the board recommends voting FOR all items.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026, for proxy inclusion.

Board of directors and corporate governance

• The board consists of 12 directors, 11 of whom are independent, with a diverse mix of skills in finance, technology, risk, and consumer sectors.

• Board leadership is separated, with an independent non-executive chair.

• Committees include Audit, Management Development and Compensation (MDCC), Nominating and Corporate Governance, Risk, and Technology, all chaired by independent directors.

• Board refreshment is ongoing, with six new independent directors added since 2019 and a focus on diversity and relevant expertise.

• Annual board and committee self-evaluations are conducted, with periodic external facilitation.