Bill Parker
Synchrony FinancialAbout Bill Parker
P.W. “Bill” Parker, age 68, has served as an independent director of Synchrony Financial since 2020. He is a former Vice Chairman and Chief Risk Officer of U.S. Bancorp, with earlier executive roles overseeing credit portfolio management and credit risk; he holds a B.A. from Amherst College and an M.B.A. from the Tuck School of Business at Dartmouth. Parker sits on Synchrony’s Nominating & Corporate Governance (NCG) and Risk Committees, bringing deep credit, risk management, and financial services expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp | Vice Chairman & Chief Risk Officer | 2013–2018 | Led enterprise risk; oversaw credit, market, and operational risk programs |
| U.S. Bancorp | EVP & Chief Credit Officer | 2007–2013 | Directed credit risk policies and portfolio oversight |
| U.S. Bancorp | EVP, Credit Portfolio Management | 2005–2007 | Managed credit portfolio strategies and performance |
| U.S. Bancorp | SVP, Credit Portfolio Management | 2002–2005 | Senior leadership in portfolio risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| S&P Global Ratings (division of S&P Global Inc.) | Director | Current | Potential interlock given S&P may rate SYF’s securities; board-level oversight at ratings entity |
| U.S. Bank National Association | Director | 2011–2018 | Oversight at major national bank subsidiary |
| Hazelden Betty Ford Foundation | Board Member | Current | Non-profit governance |
| Summit Academy OIC | Board Member | Current | Non-profit governance |
| Friends of the Lake Vermilion Trail | Board Member | Current | Non-profit governance |
| American Indian College Fund | Board Member | Current | Non-profit governance |
| CommonBond Communities | Capital Campaign Committee Member | Current | Affordable housing non-profit |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCG; 6 meetings in 2024) and Risk Committee (7 meetings in 2024). Both committees are composed exclusively of independent directors .
- Independence: The board comprises 10 independent directors, including Parker, under NYSE and Synchrony’s standards .
- Attendance: In 2024 the board met 8 times; all directors attended at least 75% of board and committee meetings for which they served and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session after every board meeting; the non-executive Chair presides .
- Risk oversight: The Risk Committee oversees enterprise risk (credit, market, liquidity, operational, cybersecurity, compliance, strategic). It meets separately with the CRO at least quarterly and reviews risk appetite, capital/liquidity frameworks, and regulatory examinations .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (standard) | $100,000 | For independent directors |
| Annual equity (RSUs) – program design | $220,000 | Granted quarterly; one-year vesting; dividends credited as RSUs |
| Committee member fees | $20,000 (Audit/Risk); $15,000 (NCG/MDCC/Tech) | Per committee membership |
| Committee chair fees | $40,000 (Audit/Risk); $25,000 (NCG/MDCC/Tech) | Additional cash for chairs |
| Board Chair supplement | $235,000 ($110k cash; $125k RSUs) | Non-executive Chair |
2024 actuals for Bill Parker:
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Fees earned or paid in cash | 135,000 | Base $100k + Risk member $20k + NCG member $15k |
| Stock awards (RSUs, grant-date fair value) | 165,083 | Quarterly RSU awards; fair value at grant dates |
| Total | 300,083 | Sum of cash + stock |
- Director stock ownership guideline: $500,000 in SYF stock/RSUs/DSUs; compliance required within four years. As of Dec 31, 2024, all directors are compliant .
Performance Compensation
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Structure: Directors receive time-based RSUs (no options; no performance metrics). RSUs vest after one year; granted quarterly on the last day of each fiscal quarter; dividends credited and reinvested as RSUs .
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2024 RSU grant pricing reference (used for grant-date fair value): | Grant Date | Closing Price ($) | |---|---| | Mar 28, 2024 | 43.12 | | Jun 28, 2024 | 47.19 | | Sep 30, 2024 | 49.88 | | Dec 31, 2024 | 65.00 |
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Anti-hedging/pledging: Directors are prohibited from hedging, short selling, option trading, and pledging SYF securities under the Insider Trading Policy and Code of Conduct .
Other Directorships & Interlocks
| Entity | Potential Interlock | Risk Consideration |
|---|---|---|
| S&P Global Ratings (division of S&P Global Inc.) | Ratings agency that may rate SYF’s debt/securities | Potential perceived conflict; NCG Committee reviews and resolves director conflicts and related person transactions policies; none identified since Jan 1, 2024 . |
Expertise & Qualifications
- Skills: Financial expert; risk expert; financial services industry; C-suite experience; government/regulatory; strategic planning .
- Education: B.A. (Amherst College); M.B.A. (Tuck School of Business, Dartmouth) .
- Board value-add: Deep credit and enterprise risk management experience aligns with SYF’s risk-centric operating model and consumer credit focus .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Apr 1, 2025) | 27,073 shares; less than 1% of outstanding |
| Shares outstanding (Apr 1, 2025) | 380,545,542 |
| RSUs outstanding (Dec 31, 2024) | 3,320 (including accrued dividends) |
| DSUs outstanding | Not disclosed for Parker; select directors hold DSUs |
| Ownership guideline status | All directors compliant as of Dec 31, 2024 |
| Anti-hedging/anti-pledging | Prohibited under Insider Trading Policy |
Governance Assessment
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Strengths:
- Independent director with substantial risk and credit expertise; active member of Risk and NCG Committees with robust meeting cadence (Risk: 7; NCG: 6 in 2024), supporting board effectiveness in risk oversight and governance refreshment .
- Solid attendance disclosure (≥75% across board and committees; attended the Annual Meeting), indicating engagement .
- Compensation structure aligns director interests to shareholders through equity (RSUs), with strong ownership guidelines and prohibitions on hedging/pledging to reinforce alignment and risk discipline .
- No related-party transactions disclosed since Jan 1, 2024; Section 16 compliance generally sound with no director-specific issues noted for Parker .
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Potential RED FLAGS / Watch items:
- Interlock with S&P Global Ratings board could present a perceived conflict since ratings can affect SYF’s funding and investor confidence; mitigated by NCG Committee conflict review processes and absence of identified related-party transactions, but merits continued monitoring, especially during capital markets activities .
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Compensation observations:
- 2025 program design targets $100k cash + $220k RSUs plus committee fees; Parker’s 2024 realized RSU grant-date fair value was ~$165k (time-based, no performance metrics), consistent with quarterly grant schedule and grant-date pricing. Compensation is modestly below program design totals, reflecting reported grant fair values and committee service mix .
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Overall implication:
- Parker’s risk pedigree, independence, and committee workload support investor confidence in Synchrony’s risk governance. The S&P Ratings interlock is the principal governance consideration to monitor for conflicts, with established board processes to address such risks .