Art Coviello
Synchrony FinancialAbout Art Coviello
Art W. Coviello Jr. (age 71) has served as an independent director of Synchrony Financial since 2015; he chairs the Board’s Technology Committee and serves on the Risk Committee, bringing deep cybersecurity, technology, and financial expertise. He previously served as Executive Vice President of EMC Corporation and Executive Chairman and President/CEO of RSA Security; he holds a B.B.A. in Accounting from the University of Massachusetts, Amherst, and has served on the Synchrony Bank board since January 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RSA Security (division of EMC) | Executive Chairman (2011–2015); EVP & President (2006–2011); President & CEO (2000–2006); President (1999–2000) | 1999–2015 | Led global cybersecurity operations and strategy; executive leadership across multiple phases |
| EMC Corporation | Executive Vice President | 2011–2015 | Senior leadership at major IT infrastructure company |
| Various technology companies | Financial and operating management roles | Not disclosed | Built accounting and operating expertise prior to RSA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tenable Holdings, Inc. (public) | Director | Current | Cyber exposure solutions provider |
| SYN Ventures (private VC) | Managing Partner | Since 2022 | Focused on cybersecurity investments |
| Synchrony Bank | Director | Since Jan 2017 | Subsidiary board role |
| Private software companies | Director (BreachRx, Conifers, Oomnitza, Phosphorous Security, RegScale) | Current | Portfolio oversight in security and software |
| Prior public boards | Director (Epiphany Technology Acquisition Corp., Mandiant, EnerNOC, Gigamon) | Prior | Governance experience across tech security peers |
Board Governance
- Committee assignments: Technology Committee Chair; Risk Committee member .
- Committee activity: Technology Committee met 4 times in 2024; Risk Committee met 7 times in 2024 .
- Independence and attendance: Coviello is one of 10 independent directors; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Cyber oversight: Board ensures cybersecurity expertise; Tech Committee advises on innovation and generative AI; Tech Committee chaired by Coviello .
- Governance standards: All standing committees (Audit, MDCC, NCG, Risk, Technology) comprised exclusively of independent directors .
Fixed Compensation
| Component | Amount | Timing/Terms | Source |
|---|---|---|---|
| Annual director compensation (independent) | $320,000 total; $100,000 cash; $220,000 RSUs | RSUs vest over one year; RSUs granted quarterly; dividend equivalents reinvested | |
| Committee member fees | Audit/Risk: $20,000 cash; NCG/MDCC/Tech: $15,000 cash | Annual cash | |
| Committee chair fees | Audit/Risk Chair: $40,000 cash; NCG/MDCC/Tech Chair: $25,000 cash | Annual cash | |
| Board Chair premium | Additional $235,000 ($110,000 cash; $125,000 RSUs) | Annual | |
| Coviello — 2024 actual | $160,000 cash; $165,083 stock awards; total $325,083 | Per Independent Directors’ Compensation Table | |
| RSU grant fair value basis | 2024 quarter-end grant prices: $43.12 (Mar 28); $47.19 (Jun 28); $49.88 (Sep 30); $65.00 (Dec 31) | Applied to RSUs granted to directors |
Performance Compensation
Directors’ equity is time-based RSUs (not PSUs); RSUs vest after one year. Quarterly grants with dividend equivalents reinvested. No director-specific performance metrics disclosed for RSU awards .
| Metric | 03-31-2024 | 06-30-2024 | 09-30-2024 | 12-31-2024 | 03-31-2025 | 06-30-2025 | 09-30-2025 | 11-17-2025 |
|---|---|---|---|---|---|---|---|---|
| RSUs granted (shares) | 957 | 875 | 827 | 635 | 1,039 | 825 | 775 | — |
| Grant price ($/sh) | $43.12 | $47.19 | $49.88 | $65.00 | $52.94 | $66.74 | $71.05 | — |
| Dividend equivalent units (shares) | 33 | 26 | 23 | — | 17 | — | — | 15 |
Other Directorships & Interlocks
| Company | Type | Role | Overlap with SYF partners/customers |
|---|---|---|---|
| Tenable Holdings, Inc. | Public | Director | Not disclosed in SYF proxy; no related party transactions reported since Jan 1, 2024 |
| Synchrony Bank | Subsidiary | Director | Internal bank governance link |
| SYN Ventures | Private VC | Managing Partner | Potential exposure to cybersecurity portfolio companies; no related party transactions reported |
| BreachRx, Conifers, Oomnitza, Phosphorous Security, RegScale | Private | Director | Not disclosed; no related party transactions reported |
Expertise & Qualifications
- Core credentials: Accounting background; extensive cybersecurity/technology operating leadership; financial and strategic planning expertise .
- Board skills: Financial expert; risk expert; C-suite experience; strategic planning; tech/digital/cyber competencies .
- Technology oversight: Leads Technology Committee on innovation, development processes, and emerging tech (including generative AI) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (SYF shares) | 45,142 shares, <1% of outstanding | As of April 1, 2025; <1% denoted by “*” in table; 380,545,542 shares outstanding |
| RSUs outstanding (as of 12/31/2024) | 3,320 units | Includes accrued dividends; director RSUs vest in one year |
| Stock ownership guideline (directors) | $500,000 minimum | Must hold common stock/RSUs/DSUs; all directors compliant as of 12/31/2024 |
| Anti-hedging/anti-pledging | Prohibited | No hedging, pledging, short selling, or options trading in SYF stock |
Insider Trades (most recent events)
| Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 11-17-2025 | Dividend Equivalent Unit (A) | 15 | $70.47 | 35,784 | |
| 11-03-2025 | Gift (G) | 6,400 | $0.00 | 43,769 | |
| 11-03-2025 | Sale (S) | 8,000 | $73.93 | 35,769 | |
| 09-30-2025 | RSU grant (A) | 775 | $71.05 | 50,169 | |
| 06-30-2025 | RSU grant (A) | 825 | $66.74 | 49,379 | |
| 03-31-2025 | RSU grant (A) | 1,039 | $52.94 | 48,537 | |
| 12-31-2024 | RSU grant (A) | 635 | $65.01 | 47,485 | |
| 09-30-2024 | RSU grant (A) | 827 | $49.88 | 46,835 |
Governance Assessment
- Strengths: Independent director with deep cybersecurity expertise; chairs Technology Committee; contributes to risk oversight; strong anti-hedging/anti-pledging policy; director stock ownership requirement met; no related person transactions since Jan 1, 2024 reported; full compliance with Section 16(a) filings noted for directors (no issues cited for Coviello) .
- Compensation alignment: Mix of cash and time-based RSUs aligns director incentives with long-term shareholder value; quarterly RSUs and dividend equivalents with one-year vesting; 2024 actual compensation consistent with committee roles and chair duties .
- Watchpoints: Active leadership in a cybersecurity-focused venture firm (SYN Ventures) and multiple private security software boards—potential indirect conflicts if SYF engages portfolio companies; however, SYF’s related person transaction policy is robust and reports no related transactions in the period; NCG Committee reviews and resolves conflicts as needed .
- Trading signals: November 2025 open-market sale (8,000 shares at $73.93) and gift (6,400 shares) are notable transactions; no hedging or pledging permitted; holdings updated via Form 4 filings .
RED FLAGS: None identified in SYF disclosures for related-party transactions, hedging/pledging, or director attendance; continue monitoring for any future business dealings between SYF and entities associated with SYN Ventures or private boards .