Bart Schaller
Synchrony FinancialAbout Bart Schaller
Executive Vice President and CEO—Digital at Synchrony (SYF) since June 2021; age 56 as of the 2025 proxy. Former Chief Marketing Officer (2016–2021) and head of Business Development (2014–2016); earlier Vice President & General Manager, GE Retail Consumer Finance (2005–2014). He holds a bachelor’s degree in business administration from Southern Methodist University and serves on the SMU Cox School of Business Alumni Board . Company performance metrics relevant to his compensation include: 2024 Annual Incentive Plan (AIP) payout at 105% of target across NEOs ; long-term PSUs for the 2022–2024 cycle paid 175.5% with TSR at ~71st percentile versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchrony | EVP & CEO—Digital | Jun 2021–present | Leads digital platform strategy; role sits over initiatives tying compensation to AIP and LTI outcomes . |
| Synchrony | Chief Marketing Officer | May 2016–Jun 2021 | Drove partner programs and marketing; aligned with growth metrics in compensation frameworks . |
| Synchrony | Head of Business Development | Mar 2014–May 2016 | Oversaw new partner programs, sales, strategic investments, and M&A opportunities . |
| GE Retail Consumer Finance | VP & General Manager | Feb 2005–Mar 2014 | Ran consumer finance operations pre-separation; foundational digital and credit capabilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SMU Cox School of Business Alumni Board | Board member | Not disclosed | Academic network; reputational and talent pipeline benefits . |
| Synchrony EnAbled+ Network | Executive sponsor | Not disclosed | DEI leadership; supports Strategy & Culture metric in AIP . |
Fixed Compensation
- Synchrony discloses detailed annual pay (salary, bonus, equity) for Named Executive Officers (NEOs). Bart Schaller is an EVP but not listed among NEOs in the 2024 Summary Compensation Table, so his exact salary, target bonus %, and bonus paid are not disclosed in the proxy .
- Company-wide AIP structure (applies to executives): metrics and weighting approved each year; 2024 AIP payout determined at 105% of target for NEOs based on performance versus PPNR less charge-offs, average receivables growth, and Strategy & Culture framework .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 metrics and outcome
| Metric | Weight | Min Goal | Target Goal | Max Goal | 2024 Performance | Weighted Payout |
|---|---|---|---|---|---|---|
| PPNR minus Charge-Offs ($mm) | 50% | $3,850 | $4,850 | $5,850 | $4,773 | 48.1% |
| Average Receivables Growth (%) | 30% | 7.0% | 10.0% | 13.0% | 7.3% | 16.9% |
| Strategy & Culture (framework) | 20% | 50% payout | 100% payout | 200% payout | 200% | 40.0% |
| Total | 100% | — | — | — | — | 105.0% (aggregate payout) |
- MDCC awarded each NEO 105% of target annual incentive for 2024; individual NEO payouts are disclosed (Schaller not among NEOs listed) .
Annual Incentive Plan – 2023 metrics (for context)
| Metric | Weight | Min Goal | Target Goal | Max Goal | 2023 Performance | Weighted Payout |
|---|---|---|---|---|---|---|
| PPNR minus Charge-Offs ($mm) | 50% | $2,750 | $3,750 | $4,750 | $4,316 | 78.3% |
| Average Receivables Growth (%) | 30% | 4.0% | 8.0% | 12.0% | 12.0% | 60.0% |
| Strategy & Culture (framework) | 20% | 50% payout | 100% payout | 200% payout | 150% | 30.0% |
| Total | 100% | — | — | — | — | 168.3% |
Long-Term Incentive (LTI) structure and vesting
- 2024 LTI mix for executives: 55% PSUs and 45% RSUs; RSUs vest 1/3 per year over three years .
- 2024 PSUs (2024–2026 performance period): 50% cumulative diluted EPS and 50% average ROE; payout 0–150% subject to +/-20% TSR modifier versus peers .
PSU Payout – 2022–2024 cycle
| Metric | Weight | Min | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Cumulative Diluted EPS | 50% | $12 | $15 | $18 | $19.64 | 150.0% |
| Return on Equity | 50% | 13.0% | 16.0% | 19.0% | 20.34% | 150.0% |
| Weighted Average | 100% | — | — | — | — | 150.0% |
| TSR Modifier | — | — | — | — | ~71st percentile | 117.0% factor |
| Total PSU Payout | — | — | — | — | — | 175.5% |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x salary; Executive Vice Presidents 3x salary; compliance required within five years; RSUs and phantom stock units count toward ownership. Company disclosures state NEOs exceeded guidelines in 2024 and prior years; EVP guideline applies to Schaller but his exact multiple is not disclosed .
- Anti-hedging and anti-pledging: Company prohibits hedging (derivatives/short-selling) and pledging of Synchrony securities for all employees and directors .
- Clawback: Expanded “no-fault” clawback for NEOs in event of accounting restatement; also misconduct-related recoupment .
- Deferred/Restoration Plan: Form 5 filings in Feb 2025 reported phantom stock units held when Schaller became a Section 16 officer in 2021; he transferred the cash value of 10,185 phantom stock units to an alternative investment option—late due to administrative error (not the officer’s error) .
Employment Terms
- No employment agreements for executive officers; compensation practices emphasize performance-based pay and guardrails (ownership, minimum vesting) .
- Executive Severance Plan: participating executives receive 12 months of base salary if laid off or terminated “for the good of the Company,” offset by other severance payments; CEO receives 18 months .
- Change-in-Control (CIC) Severance Plan (double trigger within 30 months): CEO—3x (salary + average target bonus from prior 3 years) plus 36 months of employer health premiums and outplacement; Other NEOs—2.5x plus 30 months of employer health premiums and outplacement; prorated bonus for year of termination also paid .
- Equity treatment on termination: retirement or involuntary termination with >20 years service—awards held ≥1 year continue to vest per schedule; with <20 years—awards held ≥1 year continue to vest pro rata; death/disability—immediate vest; unvested PSUs pay at target .
Performance & Track Record
- Company digital growth during Schaller’s Digital tenure includes: marketplace campaigns contributing to ~600 million impressions and ~1 million referrals, ~28 million visits; unique active wallet users +85% in 2024; expanded Apple Pay integration to offer installment options, rewards view/redemption plans, and partner expansions .
- Digital product innovation highlights (earlier period): native SDK (SyPi), full-lifecycle APIs, SetPay installments, QR code activation and contactless experiences; penetration metrics: ~50–60% applications digital, ~50% retail sales online, ~65% payments digital .
- Strategic moves tied to platform diversification: acquisition of Ally Lending business for Pay Later transition; sale of Pets Best generating $802 million after-tax gain, with integrated CareCredit reimbursement flow to insurance .
Investment Implications
- Pay-for-performance alignment: Multi-metric AIP with PPNR and receivables growth plus Strategy & Culture guardrails; 2024 payout at 105% suggests measured upside tied to fundamentals and strategic execution rather than pure discretion .
- Long-term incentives emphasize earnings quality and returns: 3-year PSUs on EPS and ROE with TSR modifier; above-target payout (175.5%) for 2022–2024 aligns rewards with strong shareholder outcomes and return discipline .
- Retention and selling pressure: RSUs vest over three years; PSUs over three years—creating staggered vesting and potential periodic sales; anti-pledging/anti-hedging reduce alignment risk; clawback further mitigates governance concerns .
- Contractual protections: No individual employment agreement; severance/CIC plans provide standard multiples and healthcare premium coverage; double-trigger design and minimum vesting reduce windfall risk while supporting retention through uncertainty .
- Data gaps: Bart Schaller is not listed among NEOs in recent SCT/plan-based grants; lack of public detail on his individual salary/bonus/grants limits precision in pay benchmarking. Phantom stock unit activity indicates use of deferred comp vehicles; no pledging allowed; Section 16 compliance largely intact aside from an administrative timing error .
Overall: Schaller’s incentive structures are tightly linked to company-level earnings, growth, ROE and TSR, with governance controls (ownership, anti-pledging, clawback) lowering misalignment risk. Staggered vesting and PSU performance cycles support retention; periodic equity settlement may create scheduled liquidity events rather than opportunistic selling pressure.