Brian Wenzel
Synchrony FinancialAbout Brian Wenzel
Synchrony’s Executive Vice President and Chief Financial Officer since May 2019, Brian J. Wenzel (age 57) oversees accounting, FP&A, treasury, investor relations and the consumer bank; he holds a B.S. from Marist College and is a CPA . Under the current leadership team, Synchrony delivered 2024 net earnings of $3.5B, ROA of 2.9%, an industry‑leading 30.0% efficiency ratio, and $1.4B of capital returned to shareholders . Over 2019–2024, SYF’s cumulative TSR translated a $100 investment into $206 vs. $149 for its peer group, evidencing strong value creation; 2024 diluted EPS rose 65% YoY to $8.55 (including ~$802M after‑tax gain on sale) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Synchrony | EVP & CFO | May 2019–present | Leads finance and bank functions; steered capital return and operating efficiency initiatives . |
| Synchrony | SVP, Deputy CFO | Apr 2018–Apr 2019 | Supported CFO transition and enterprise planning . |
| Synchrony (Retail Card platform) | CFO | Sep 1998–Apr 2018 | Drove platform growth and partner expansion; managed financials and strategy . |
| Synchrony | CFO roles, Business Development, Growth & Investments | Prior to 2018 | Advanced M&A and growth investments, underpinning platform diversification . |
External Roles
- No public company directorships disclosed for Mr. Wenzel in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 720,673 (average paid) |
| Target Annual Incentive ($) | — | — | 1,087,500 |
| All Other Compensation ($) | 197,891 | 224,560 | 312,023 |
| All Other Comp – Perqs & Other Benefits ($) | — | — | 29,710 |
| All Other Comp – Supplementary Insurance ($) | — | — | 8,652 |
| All Other Comp – 401(k) Plan Payments ($) | — | — | 37,950 |
| All Other Comp – Restoration Plan Credits ($) | — | — | 235,711 |
Notes: 2024 salary rate was increased to $725,000; Summary Compensation Table shows paid salary of $720,673 for the year .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Weighted payout |
|---|---|---|---|---|---|---|
| PPNR minus Charge‑offs | 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 (qualitative framework) | 20% | Based on framework | Based on framework | Based on framework | Achieved (200% funding for metric) | 40.0% |
| Total payout | 105.0% |
2024 AIP payout for Wenzel: $1,141,875 (105% of $1,087,500 target) .
Long‑Term Incentives (LTI)
- 2024 grant mix: 55% PSUs, 45% RSUs; PSUs measured on cumulative diluted EPS (50%) and average ROE (50%) over 2024–2026 with a relative TSR modifier of ±20% vs. peers; RSUs vest 1/3 annually over 3 years .
- 2024 grant (fair values): RSUs $1,524,392; PSUs $1,982,504; total $3,506,896 .
- 2022–2024 PSU cycle payout: EPS 150%, ROE 150% → weighted 150%; TSR modifier 117% (71st percentile); final payout 175.5% .
Equity Ownership & Alignment
- Beneficial ownership: 17,316 SYF shares as of April 1, 2025 (<1% of outstanding 380,545,542 shares) .
- Stock ownership guidelines: Requirement 3× salary for EVPs; Wenzel at 4.8× (met/exceeds). Anti‑hedging and anti‑pledging policy in effect .
Outstanding awards and vesting (as of 12/31/2024)
| Award type | Grant date | Quantity | Value/Terms |
|---|---|---|---|
| Stock options (exercisable) | 4/1/2017 | 8,514 | $34.30 strike; exp. 4/1/2027 |
| Stock options (exercisable) | 4/1/2018 | 8,799 | $33.53 strike; exp. 4/1/2028 |
| RSUs (unvested) | 3/1/2022 | 12,238 | $795,449 market value at $65.00 |
| RSUs (unvested) | 3/1/2023 | 26,614 | $1,729,882 market value |
| PSUs (target) | 3/1/2023 | 48,790 | $3,171,360 market value (target presentation) |
| RSUs (unvested) | 3/1/2024 | 37,693 | $2,450,061 market value |
| PSUs (target) | 3/1/2024 | 46,069 | $2,994,504 market value (target presentation) |
Vesting schedules: RSUs from 2023 vest 33.3% in 2025 and 2026; 2024 RSUs vest 33.3% in 2025, 2026, 2027. PSUs from 2023 and 2024 vest, if earned, on 12/31/2025 and 12/31/2026, respectively .
2024 equity flows (liquidity considerations): 14,771 options exercised ($211,101 value realized) and 114,409 shares vested ($6,934,390 value) in 2024; vestings typically involve tax withholding transactions, which can create near‑term selling pressure mechanically rather than discretionary sales .
Employment Terms
- Executive Severance Plan (non‑CIC): Other NEOs receive 12 months of base salary upon qualifying layoff/reorganization (offset by any broad‑based severance) .
- CIC Severance Plan (double trigger, within 30 months): Other NEOs receive prorated bonus for year of termination; 2.5× (base salary + 3‑year average target bonus); 30 months of employer health premiums; outplacement for 30 months .
- Equity treatment upon termination:
- Involuntary with >20 years’ service: awards held ≥1 year continue vesting on original schedule (or pro‑rata if <20 years’ service); death/disability: immediate vest; unvested PSUs pay at target; retirement at age 60 with ≥3 years’ service: awards held ≥1 year continue vesting .
- Clawbacks: “No‑fault” restatement recovery and misconduct clawbacks; NYSE‑compliant recovery policy adopted in 2023 .
- Anti‑hedging/anti‑pledging: Hedging and pledging are prohibited .
- Tax gross‑ups: No CIC excise tax gross‑ups; perquisites do not include executive‑only tax gross‑ups .
Potential payments for Wenzel (12/31/2024 assumptions; SYF $65.00)
| Scenario | Severance | RSUs | PSUs | AIP | Health | Restoration Plan | Total |
|---|---|---|---|---|---|---|---|
| Involuntary termination | $725,000 | $2,525,332 | $3,171,360 | $1,141,875 | — | $1,788,672 | $9,352,239 |
| Death/Disability | — | $4,975,392 | $6,165,864 | $1,141,875 | — | $1,788,672 | $14,071,803 |
| Change‑in‑control (double trigger) | $5,289,021 | $4,975,392 | $6,165,864 | $1,141,875 | $54,552 | $1,788,672 | $19,415,376 |
Note: As of year‑end 2024, Wenzel did not qualify for retirement treatment; only one NEO (Mothner) did .
Performance & Track Record
- 2024 company outcomes: Net earnings $3.5B, net interest income $18.0B, ROA 2.9%, loan receivables $104.7B, capital returned $1.4B, efficiency ratio 30.0% .
- Growth levers: >90 partner adds/renewals; ~20M new account originations; purchase volume $182B; digital wallet active users +85% YoY .
- Pay vs. performance (2019–2024): SYF cumulative TSR of 206 vs. peer 149; CAP (compensation actually paid) for NEOs is highly correlated with TSR due to equity weight .
- AIP rigor: 2024 payout at 105% of target; targets set above prior years with explicit treatment for Pets Best sale impact within the framework .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Peer group adjustments in 2024 targeted closer alignment with Synchrony’s talent market and regulatory complexity: Ally, American Express, Bread Financial, Capital One, Block, FIS, Fiserv, Global Payments, Mastercard, PayPal, Visa, Voya Financial .
- 2024 Say‑on‑Pay results: 63% support (decline from >90% in prior years); company engaged with investors and enhanced disclosures (peer selection rationale, CEO pay glide path, goal setting) .
- 2024 AGM vote counts: For 210,277,912; Against 132,618,868; Abstain 1,030,721 .
Related Party Transactions and Section 16
- No related person transactions requiring disclosure since Jan 1, 2024 .
- Section 16(a) compliance: Company reported compliance for 2024, with noted administrative late filings for other officers; no issues disclosed for Wenzel .
Compensation Structure Analysis (signals)
- Mix and leverage: Majority of Wenzel’s total direct compensation is at‑risk via AIP and PSUs/RSUs; 2024 LTI weighted to PSUs (55%), aligning with multi‑year EPS/ROE and relative TSR .
- Options largely legacy: No stock options granted in recent years; risk profile shifted to RSUs/PSUs; legacy options remain outstanding and in‑the‑money at year‑end .
- Ownership alignment: Wenzel exceeds 3× salary guideline (4.8×), with anti‑hedging/anti‑pledging constraints limiting misalignment risks .
- 2024 payout moderation: AIP at 105% amid strong EPS and TSR, reflecting balanced plan outcomes .
Investment Implications
- Alignment and retention: Strong linkage to multi‑year EPS/ROE with a relative TSR modifier and over‑target ownership (4.8×) suggest high alignment and lower misalignment risk; anti‑pledging/hedging reduces governance red flags .
- Potential selling pressure windows: RSU/PSU vestings and legacy option exercises create periodic liquidity events (e.g., 114k shares vested, 14.8k options exercised in 2024), typically with tax‑withholding components; monitor Form 4s around March and December vest dates for flow‑through effects .
- Change‑in‑control economics: Double‑trigger CIC at 2.5× (base + avg target bonus) plus continued benefits and equity acceleration yields ~$19.4M modeled payout as of 12/31/2024; this is meaningful but within market norms for large financials .
- Shareholder sentiment: 2024 Say‑on‑Pay support at 63% indicates elevated scrutiny; the Committee’s response (peer set update, target‑setting disclosure) suggests reduced risk of persistent opposition, but continued monitoring is warranted .
Appendices
Multi‑Year Summary Compensation (Wenzel)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 700,000 | 700,000 | 720,673 |
| Stock Awards (RSUs + PSUs) | 3,000,036 | 3,050,061 | 3,506,896 |
| Non‑equity Incentive | 1,262,800 | 1,767,150 | 1,141,875 |
| All Other Compensation | 197,891 | 224,560 | 312,023 |
| Total | 5,160,727 | 5,741,771 | 5,681,467 |
Key Company Performance Indicators
| Indicator | 2024 |
|---|---|
| Net earnings ($B) | 3.5 |
| Net interest income ($B) | 18.0 |
| ROA (%) | 2.9 |
| Loan receivables ($B) | 104.7 |
| Efficiency ratio (%) | 30.0 |
| Purchase volume ($B) | 182.2 |
| Cumulative TSR 2019–2024 (value of $100) | SYF $206; Peers $149 |
Ownership Guidelines and Compliance
| Executive | Required multiple | Ownership multiple (4/1/2025) |
|---|---|---|
| Brian Wenzel | 3× salary | 4.8× |
Note on insider transactions: An attempt to retrieve Form 4 transactions via the insider-trades tool failed due to authorization (HTTP 401). We instead relied on the proxy’s Options Exercised and Stock Vested table for 2024 equity flow data .