Carol Juel
Synchrony FinancialAbout Carol Juel
Carol D. Juel is Executive Vice President, Chief Technology & Operating Officer at Synchrony (SYF), serving in this role since June 2021 after seven years as CIO (July 2014–May 2021). She is 52 and holds a bachelor’s degree from the College of the Holy Cross; external credentials include service on the Brighthouse Financial board and chairing Girls Who Code, plus advisory roles with UConn Engineering and membership in CNBC Technology Executive Council and Fast Company Impact Council . During her tenure on the leadership team, Synchrony delivered strong performance: Diluted EPS rose 65% to $8.55 in 2024, cumulative 2022–2024 TSR was ~50% (71st percentile vs peers, leading to a PSU TSR modifier of 117%), and 2024 highlights included $3.5B net earnings, $18.0B net interest income, ROA 2.9%, $104.7B loan receivables, $1.4B capital returned, and a 30.0% efficiency ratio .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchrony Financial | EVP, Chief Technology & Operating Officer | Jun 2021–Present | Oversees technology and operations; drives digital product development and innovation |
| Synchrony Financial | EVP & Chief Information Officer | Jul 2014–May 2021 | Led enterprise IT and modernization supporting card/payment platforms |
| GE Capital Retail Finance | Chief Information Officer | Nov 2011–Jun 2014 | Led technology governance and security for retail finance business |
| GE (various units) | Senior technology leadership (governance, security, digital, marketing) | May 2004–Oct 2011 | Drove digital and marketing technology initiatives across GE finance units |
| Accenture | Technology consultant | Aug 1995–Apr 2004 | Systems integration and technology consulting for financial services clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Brighthouse Financial | Director | Ongoing | Public company board service |
| Girls Who Code | Board Chair | Ongoing | Nonprofit leadership focused on closing gender gap in tech |
| University of Connecticut School of Engineering | Advisory Board Member | Ongoing | Academic advisory role |
| CNBC Technology Executive Council | Member | Ongoing | Industry executive forum |
| Fast Company Impact Council | Member | Ongoing | Innovation/impact leadership group |
Fixed Compensation
| Year | Base Salary ($) | Target AIP ($) | Actual AIP Paid ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 691,346 | — | 1,262,800 | 192,154 | 4,746,347 |
| 2023 | 700,000 | 1,050,000 | 1,767,150 | 246,381 | 5,463,590 |
| 2024 | 700,000 | 1,050,000 | 1,102,500 | 299,873 | 5,104,624 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcomes
| Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| PPNR minus Charge-Offs ($B) | 50% | 4.85 | 4.773 | 48.1% | Paid following FY2024 performance |
| Average Receivables Growth (%) | 30% | 10.0% | 7.3% | 16.9% | Paid following FY2024 performance |
| Strategy & Culture (framework) | 20% | MDCC-approved goals | Achieved; 200% funding | 40.0% | Paid following FY2024 performance |
| Total AIP Payout | — | — | — | 105.0% | Juel payout $1,102,500 |
Long-Term Incentive (LTI) structure and 2024 grants
| Grant Type | Grant Date | Units (Target) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 3/1/2024 | 31,791 | Ratable, 1/3 per year over 3 years | 1,305,021 |
| PSUs (2024–2026) | 3/1/2024 | 38,856 (target) | 3-year performance; metrics: Cumulative Diluted EPS (50%), Avg ROE (50%); TSR modifier ±20% | 1,697,230 |
PSU outcomes for 2022–2024 performance cycle (Company-level)
| PSU Period | Metric | Weight | Target | Actual | Payout | TSR Modifier | Total Payout |
|---|---|---|---|---|---|---|---|
| 2022–2024 | Cumulative Diluted EPS | 50% | $15 | $19.64 | 150.0% | 117.0% | 175.5% |
| 2022–2024 | Return on Equity | 50% | 16.0% | 20.34% | 150.0% | 117.0% | 175.5% |
Equity Ownership & Alignment
- Stock ownership guidelines: EVPs must hold 3× base salary; Ms. Juel is at 7.1×, exceeding the guideline (as of Apr 1, 2025, at $53.26 stock price) .
- Hedging/pledging: Company prohibits hedging or pledging of Company stock .
| Item | Amount/Detail |
|---|---|
| Beneficial shares owned (Apr 1, 2025) | 6; less than 1% of shares outstanding |
| Unvested RSUs (12/31/2024) | 32,269; market value $2,097,479 (at $65.00) |
| Unvested PSUs (target, 12/31/2024) | 39,440; market value $2,563,607 (at $65.00) |
| Stock options (legacy) | 16,613 (4/1/2017 grant; $34.30; expires 4/1/2027) and 18,145 (4/1/2018 grant; $33.53; expires 4/1/2028) |
| RSU vesting cadence | Annual thirds beginning one year from grant |
| PSU vesting dates | 2023 PSU: 12/31/2025; 2024 PSU: 12/31/2026 (subject to performance) |
Employment Terms
| Provision | Term/Multiple | Specific Values/Notes |
|---|---|---|
| Employment agreements | None for executive officers | — |
| Clawback policy | Misconduct and “no fault” financial restatements apply | — |
| Executive Severance Plan (involuntary) | Cash severance: 12 months base salary for NEOs | For Juel: $700,000 |
| CIC Severance Plan (double-trigger) | Cash: 2.5× (base + avg target bonus prior 3 years) + prorated bonus; health premiums for 30 months; outplacement | Health benefits estimate for Juel: $53,951 |
| Equity upon retirement/involuntary (≥20 yrs) | Awards held ≥1 year continue to vest per schedule; death/disability: immediate vest; PSUs pay at target | — |
| Deferred Compensation Plan | Executives may defer up to 80% of salary and bonus; no above-market interest | — |
| Restoration Plan (nonqualified) | Continuation of 401(k)-equivalent contributions; forfeited on voluntary departure before age 60 | 2024 contributions: $233,437; earnings: $978,582; YE balance: $2,538,450 |
Potential Payments (12/31/2024, illustrative)
| Scenario | Severance ($) | RSUs ($) | PSUs ($) | AIP ($) | Health ($) | Restoration Plan ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Involuntary Termination | 700,000 | 2,249,035 | 2,859,421 | 1,102,500 | 0 | 2,538,450 | 9,449,406 |
| Death or Disability | 0 | 4,346,514 | 5,423,028 (PSUs at target) | 1,102,500 | 0 | 2,538,450 | 13,410,492 |
| Change-in-Control (double-trigger) | 5,193,708 | 4,346,514 | 5,423,028 | 1,102,500 | 53,951 | 2,538,450 | 18,658,151 |
Compensation Structure Analysis
- Equity-heavy design with 55% of LTI delivered as PSUs and 45% as RSUs; no stock options granted in recent years (2024: none) .
- Year-over-year mix: Juel’s stock awards rose to $3,002,251 in 2024 from $2,750,059 in 2023, while her cash AIP declined to $1,102,500 from $1,767,150; base salary remained $700,000 .
- AIP rigor: 2024 goals produced a 105% payout (modest above-target), versus 168.3% in 2023; metrics emphasize profit-quality (PPNR minus charge-offs), growth (receivables), and culture execution .
- Peer benchmarking targets median; peer group updated to remove regional/community banks and add institutions aligned with SYF’s scale/complexity (e.g., Block, Voya), supporting market competitiveness without pay ratcheting .
Compensation Peer Group (2024 update)
| Category | Companies |
|---|---|
| Consumer Finance | Ally Financial; American Express; Bread Financial; Capital One |
| Diversified Financial Services | Block; FIS; Fiserv; Global Payments; Mastercard; PayPal; Visa; Voya Financial |
| Notes | Discover removed; several regional/community banks removed given asset scale and regulatory profile |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support (%) | Notes |
|---|---|---|
| 2023 | 93% | Historical support level |
| 2024 (voted in 2024 meeting) | 63% | Triggered extensive investor engagement and peer group/goals disclosure enhancements |
Risk Indicators & Red Flags
- No hedging or pledging; no CIC excise tax gross-ups; no employment agreements; clawback applies to misconduct and “no fault” restatements .
- Related-party transactions: none reportable since Jan 1, 2024 .
- Section 16: administrative late Forms 5 filed for Juel to report phantom units when becoming a Section 16 officer (late due to administrative error; no error by Juel) .
- Lower 2024 say-on-pay (63%) indicates investor scrutiny of pay practices and goal rigor; company responded with engagement and peer group update .
Equity Ownership & Alignment Details
| Ownership Guideline | Required Multiple | Actual Multiple (Apr 1, 2025) |
|---|---|---|
| EVP (incl. Juel) | 3× base salary | 7.1× |
Stock counts toward guideline include common shares, RSUs, and phantom stock units; unearned PSUs do not count .
Equity award grant schedule historically avoids proximity to MNPI releases; directors’ RSUs granted quarterly with one-year vesting .
Employment & Contracts
- Severance plan constructed to balance retention and objectivity; double-trigger CIC with defined multiples and healthcare premiums, plus outplacement .
- Restoration Plan and Deferred Compensation provide competitive savings mechanisms without above-market rates; Restoration forfeiture for voluntary departure before age 60 reinforces retention .
Investment Implications
- Alignment: High equity exposure with 55% PSUs tied to EPS/ROE and a relative TSR modifier aligns Juel’s incentives with shareholder returns and profitable growth; strong ownership compliance at 7.1× salary reinforces skin-in-the-game .
- Retention and selling pressure: Material unvested RSUs and PSUs with known vesting dates (RSUs annual thirds; PSUs in 2025/2026) could create periodic selling windows; however, hedging/pledging prohibitions and continued vesting upon certain involuntary scenarios mitigate abrupt pressure .
- Governance signal: 2024’s 63% say-on-pay suggests heightened investor oversight; the MDCC’s response (peer group update, enhanced disclosure) lowers near-term policy risk but merits monitoring for further changes to incentive goal setting and pay mix .
- Change-in-control economics: Double-trigger CIC package for Juel totals ~$18.66M in a model scenario, indicative of competitive protections; not excessive given no excise tax gross-ups and performance-conditioned equity .