Brian Doubles
Synchrony FinancialAbout Brian Doubles
Brian D. Doubles is President & CEO of Synchrony Financial and a director since April 2021 (age 50; B.S. Engineering, Michigan State) . Under his leadership, 2024 diluted EPS increased 65% to $8.55, net earnings were $3.5B, ROA 2.9%, purchase volume $182.2B, and ROE 22.5% . Cumulative TSR for 2019–2024 was $206 vs peer $149, and 2022–2024 PSU awards paid at 175.5% with a 117% TSR modifier, evidencing strong stockholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchrony Financial | EVP & CFO | Feb 2014–Apr 2019 | Led finance through IPO/separation, risk and capital discipline |
| General Electric (GE) | Various roles of increasing responsibility | Pre-2014 | Retail finance, risk expertise foundational to SYF’s operating model |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchrony Bank | Director | 2009–present | Bank-level governance and risk oversight continuity |
| Business Roundtable | Member | Current | Policy engagement, CEO network |
| Bank Policy Institute | Member | Current | Regulatory advocacy, risk framework input |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Base Salary | $1,250,000 |
| Target Annual Incentive | $2,500,000 |
| Actual Annual Incentive Paid | $2,625,000 (105% of target) |
Multi-year summary (SCT totals):
| Year | Salary | Stock Awards | Non-Equity Incentive | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | $1,232,692 | $14,234,543 | $2,625,000 | $684,021 | $18,776,256 |
| 2023 | $1,141,346 | $13,550,032 | $3,870,900 | $613,406 | $19,175,684 |
| 2022 | $1,082,692 | $8,200,011 | $3,968,800 | $450,438 | $13,701,941 |
Performance Compensation
Annual Incentive Plan (AIP) metrics and outcome (2024):
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| PPNR minus Charge-Offs ($MM) | 50% | $4,850 | $4,773 | 96.2% of component (48.1% weighted) | Cash, paid post-year |
| Average Receivables Growth (%) | 30% | 10.0% | 7.3% | 56.3% of component (16.9% weighted) | Cash, paid post-year |
| Strategy & Culture (framework) | 20% | Committee-approved goals | Achieved (incl. $802MM gain on Pets Best, Fortune #5) | 200% of component (40.0% weighted) | Cash, paid post-year |
| Total AIP Payout | — | — | — | 105.0% of target | — |
Long-Term PSUs (2024 grants; performance period 2024–2026):
- Metrics: Cumulative diluted EPS (50%), Average ROE (50%); payout range 0–150% with +/-20% relative TSR modifier .
- 2024 grant sizes: PSUs $8,047,035 FV; RSUs $6,187,508 FV; grant date 3/1/2024 .
PSU payout achieved (2022–2024 cycle, certified in 2025):
| Metric | Weight | Target Range | Actual | Payout |
|---|---|---|---|---|
| Cumulative Diluted EPS ($) | 50% | $12 / $15 / $18 | $19.64 | 150.0% |
| ROE (%) | 50% | 13.0 / 16.0 / 19.0 | 20.34% | 150.0% |
| Weighted Average | — | — | — | 150.0% |
| TSR Modifier | — | Bottom/Median/Top Quartile | ~71st percentile (Top Quartile) | 117.0% |
| Total PSU Payout | — | — | — | 175.5% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 516,464 shares; includes 67,544 options currently exercisable; <1% of outstanding |
| Ownership Guidelines | CEO required 6x salary; status 30.4x as of Apr 1, 2025 (price $53.26) |
| Anti-Hedging/Pledging | Company prohibits hedging, short-selling, and pledging of SYF securities |
| 2024 Options/RSUs/PSUs Activity | Exercised 59,696 options ($1,089,930 value); 327,267 shares vested from RSUs/PSUs ($19,557,265 value) |
Outstanding equity at 12/31/2024:
| Award | Units Not Vested | Market Value ($) |
|---|---|---|
| RSUs (3/1/2024 grant) | 152,997 | $9,944,798 (at $65) |
| RSUs (3/1/2023 grant) | 118,229 | $7,684,889 (at $65) |
| RSUs (3/1/2022 grant) | 33,447 | $2,174,056 (at $65) |
| PSUs (2024 grant; target) | 186,996 | $12,154,768 (at $65) |
| PSUs (2023 grant; target) | 216,752 | $14,088,895 (at $65) |
Vesting calendar:
- RSUs: ratable 1/3 annually on grant anniversaries in 2025/2026/2027 (for 2024 grant) .
- PSUs: cliff vest at end of performance period (2025 for 2023 grant; 2026 for 2024 grant), subject to achievement .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None (no executive employment contracts) |
| Severance (Exec Severance Plan) | CEO: 18 months base salary on certain involuntary separations |
| Change-in-Control (CIC) | Double-trigger; cash severance = 3x (salary + average target bonus over last 3 years), prorated bonus, 36 months health premiums, outplacement |
| Equity Treatment | Retirement (age ≥60, 3+ yrs): awards ≥1 year old continue vesting; death/disability: immediate vest, PSUs at target; involuntary with ≥20 yrs service: awards ≥1 year old continue vesting (or pro-rata if <20 yrs) |
Estimated payouts as of 12/31/2024 (stock $65):
| Scenario | Total Value to Executive |
|---|---|
| Involuntary Termination | $32,553,523 |
| Change-in-Control (double-trigger) | $67,059,690 |
Clawbacks: “No-fault” restatement recovery (since 2018) plus NYSE/Exchange Act Section 10D-compliant policy adopted in 2023 .
Board Governance
- Board leadership: Non-executive Chair (Jeffrey Naylor) since April 2023; CEO and Chair roles are separated, maintaining independence .
- Doubles is a director (since 2021) and not a member of independent committees; all standing committees comprise independent directors .
- Board met 8 times in 2024; directors attended ≥75%; independent directors hold executive sessions each meeting .
- Director fees: CEO receives no additional compensation for board service .
Committee landscape:
- Audit; MDCC; Nominating & Corporate Governance; Risk; Technology—charters posted; risk oversight integrated across committees .
Director Compensation (for context)
- Independent director annual compensation: $320,000 (cash $100,000; RSUs $220,000), plus committee/Chair fees; stock ownership requirement: ≥$500,000; CEO does not receive director compensation .
Compensation Peer Group (Benchmarking)
- 2024 peer group updated: added Block, Inc. and Voya Financial, and removed regional/community banks and Discover (pending acquisition); as of 12/31/2024, SYF ranked ~67th percentile assets, 45th percentile revenue, 26th percentile market cap vs peers .
- CEO pay positioning: initially set ~25th percentile in 2021 with planned glide path; pay rose in 2022–2023; 2024 target remains below median, cited as a retention consideration .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 63% in 2024 vs 93% in 2023 and >90% prior five years; board/MDCC conducted engagement (~45% shares) and enhanced disclosures (goal rigor, peer selection, succession planning) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- No CIC excise tax gross-ups; no employment agreements (shareholder-friendly) .
- Related-party transactions: none requiring disclosure since Jan 1, 2024 .
- Clawback expansion (2023) reduces risk of windfall in restatement scenarios .
- 2024 AIP included Pets Best gain in Strategy & Culture assessment (transparent disclosure) .
Expertise & Qualifications
- Financial/risk expertise from GE and SYF CFO tenure; engineering degree (technical orientation) .
- Board qualifications matrix recognizes Doubles for Financial Expert, Risk Expert, Financial Services, C-Suite, Strategic Planning .
Work History & Career Trajectory
- GE to SYF finance leadership culminating in CFO and then CEO roles; continuous board service at Synchrony Bank since 2009 underscores deep regulatory/risk experience .
Compensation Committee Analysis
- MDCC composition entirely independent; uses Meridian as independent consultant; annual risk review of incentive plans (2024 plans rated conform/exceed standards) .
Vesting Schedules and Potential Insider Selling Pressure
- RSU vest dates: around March 1 annually (for 2022/2023/2024 grants) .
- PSU vest dates: Dec 31, 2025 (2023 grant) and Dec 31, 2026 (2024 grant) .
- 2024 realized: significant vesting (327,267 shares) and option exercises (59,696), indicating potential supply around vest/exercise windows; company policy prohibits hedging/pledging .
Investment Implications
- Pay-for-performance structure is equity-heavy with rigorous PSUs tied to EPS and ROE plus a TSR modifier; recent PSU payout at 175.5% reflects strong multi-year execution and shareholder alignment .
- 2024 say-on-pay at 63% increases scrutiny of goal-setting and peer benchmarking; MDCC’s peer group recalibration and enhanced disclosures aim to address investor concerns, but could imply upward pressure on CEO pay to mitigate retention risk (committee notes CEO pay below median) .
- Upcoming RSU and PSU vest dates (March annually; Dec 31 for PSUs) and expiring legacy options through 2025–2028 create identifiable periods of potential insider supply; however, robust anti-hedging/pledging and ownership guideline over-compliance (30.4x salary) support alignment and lower sell pressure risk long-term .
- Governance separation (non-executive Chair; independent committees) lessens dual-role independence concerns; CEO does not receive director fees, and board attendance/executive sessions reinforce oversight quality .