Courtney Gentleman
Synchrony FinancialAbout Courtney Gentleman
Courtney Gentleman is Executive Vice President and CEO—Diversified & Value at Synchrony (SYF), appointed in August 2024. She is 52, holds a B.S. in Political Science from Villanova University and an MBA from Emory University’s Goizueta Business School; she previously served as SVP, Diversified & Value Leader (2023–2024) and Chief Marketing Officer across Digital, Retail Card and Payment Solutions (2016–2021) . Company performance context during her executive tenure includes 2024 net earnings of $3.5B, ROA of 2.9%, $104.7B loan receivables, $1.4B capital returned, and purchase volume of $182.2B; long-term PSU metrics paid out at 175.5% for the 2022–2024 cycle (cumulative diluted EPS $19.64; ROE 20.34%) with a TSR modifier of 117% based on ~50% TSR at 71st percentile vs peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchrony | EVP & CEO—Diversified & Value | Aug 2024–present | Leads Diversified & Value platform, expanding executive leadership depth in 2024 |
| Synchrony | SVP, Diversified & Value Leader | 2023–2024 | Oversaw platform leadership ahead of elevation to EVP |
| Synchrony | Chief Marketing Officer (Digital, Retail Card, Payment Solutions) | 2016–2021 | Drove marketing strategy across major platforms, supporting growth initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| buildOn (Chicago) | Board Chair; Board Member | Board chair since Dec 2021; ongoing | Non-profit focused on breaking cycles of poverty and illiteracy through service and education |
Fixed Compensation
- Synchrony targets median pay among peers; CEO base salary is fixed with majority of NEO pay at-risk; while NEO specifics are disclosed, EVP base salaries are managed under MDCC governance with benchmarking. For 2024, the MDCC adjusted NEO salaries based on performance and market movement; CEO salary increased to $1,250,000, CFO to $725,000, etc. (framework indicating fixed pay is a minority of total comp) .
- Stock ownership guidelines require EVPs (including other NEOs) to hold stock equal to 3× base salary within five years; shares, RSUs, and phantom units count, unearned PSUs do not; anti-hedging and anti-pledging policies apply company-wide .
Performance Compensation
Annual Incentive Plan (Non-Equity Incentive)
| Metric | Weighting | Target-Setting Approach | Threshold/Target/Max Structure | Payout Determinants |
|---|---|---|---|---|
| Earnings (PPNR minus Charge-Offs) | 50% | Set by MDCC each Q1 using operating plan, macro, investor expectations; targets set above prior years | Threshold/Target/Max established annually | Company performance vs goals drives payout; aligns to net income |
| Loan Receivables Growth | 30% | Reflects strategic initiatives and expected growth; rigor reviewed | Threshold/Target/Max established annually | Growth outcomes vs goals |
| Strategy & Culture | 20% | MDCC design balances shareholder/employee/management interests | Threshold/Target/Max established annually | Qualitative execution vs defined outcomes |
Long-Term Incentive (Equity)
| Instrument | Mix | Vesting | Performance Metrics | Targets | TSR Modifier |
|---|---|---|---|---|---|
| RSUs | 45% of LTI | 1/3 per year over 3 years; annual grants approved Q1, grant date ~March 1 | N/A (time-based) | N/A | N/A |
| PSUs | 55% of LTI | 3-year performance periods (e.g., 2024–2026); vest based on EPS and ROE | 50% cumulative diluted EPS; 50% average ROE | 2022–2024 cycle: EPS min/target/max $12/$15/$18; ROE 13%/16%/19%; achieved EPS $19.64 and ROE 20.34% → 150% each; combined with TSR modifier 117% yields 175.5% payout | +/-20% based on relative TSR vs peers; 80% bottom quartile, 120% top quartile linearly interpolated |
Equity Award Calendar and Vesting Schedules
| Grant Cohort | RSU Vesting | PSU Vesting |
|---|---|---|
| 3/1/2022 | 33.3% vests in 2025 | N/A |
| 3/1/2023 | 33.3% vests in 2025, 2026 | 100% vests in 2025 (to extent earned) |
| 3/1/2024 | 33.3% vests in 2025, 2026, 2027 | 100% vests in 2026 (to extent earned) |
Notes: Equity awards are typically approved Q1 with grant effective date on/around March 1; directors receive RSUs quarterly on last day of each quarter. The company has not granted stock options in recent years . Anti-hedging/anti-pledging prohibits derivatives, short selling, and pledging of SYF stock .
Equity Ownership & Alignment
| Policy Element | Detail |
|---|---|
| Stock Ownership Guidelines (EVP) | 3× base salary; to be met within five years of promotion/subject to policy; shares, RSUs, phantom units count; unearned PSUs excluded |
| Anti-Hedging/Anti-Pledging | No hedging, short selling, option trading, or pledging of Synchrony securities by directors, officers, employees |
| Grant Timing Practices | Annual equity awards scheduled post-earnings release; reduces proximity to MNPI; directors receive RSUs quarterly |
Beneficial ownership table in the 2025 proxy discloses holdings for CEO, NEOs, and directors; Courtney Gentleman’s specific beneficial ownership was not individually disclosed in that table .
Employment Terms
| Plan/Provision | Key Terms |
|---|---|
| No Employment Agreements | Synchrony states there are no employment agreements for executive officers |
| Clawbacks | “No fault” financial restatement clawback (since 2018) and 2023 Incentive-Based Compensation Recovery Policy under NYSE/Exchange Act §10D; misconduct recoupment framework via MDCC |
| Executive Severance Plan | If laid off/terminated “for the good of the Company”: CEO—18 months base salary; Other NEOs—12 months base salary (plan designed to secure continued services; executive coverage applies; NEO multiples disclosed) |
| CIC Severance (Double Trigger) | Upon qualifying termination within 30 months of CIC: CEO—3× (salary + average target bonus of prior 3 years) + 36 months benefits + outplacement; Other NEOs—2.5× (salary + average target bonus of prior 3 years) + 30 months benefits + outplacement |
| Equity Treatment on Termination | Retirement/involuntary w/20+ years service: awards held ≥1 year continue to vest on original schedule; death/disability: immediate vest; unvested PSUs pay at target |
Investment Implications
- Pay-for-performance alignment: Heavy weighting to PSUs (55% of LTI) tied to cumulative EPS and ROE, plus a relative TSR modifier, directly aligns executive outcomes with shareholder returns; strong 2022–2024 PSU payout (175.5%) evidences execution against profitability and ROE targets, a positive signal for platform leaders’ incentives including Gentleman .
- Selling pressure risk: Anti-hedging/anti-pledging policies reduce misalignment and pledging risk; predictable RSU vesting on March 1 anniversaries can create periodic tax-withholding transactions but are structured under scheduled award calendars to mitigate MNPI proximity .
- Retention/transition economics: No employment agreements limit entrenchment; severance and CIC plans provide competitive protections (double-trigger) consistent with peers, supporting retention without single-trigger acceleration; equity continues to vest with retirement/long service, promoting long-term orientation .
- Execution risk and track record: Gentleman’s progression from CMO roles to platform CEO mirrors Synchrony’s deep bench development; 2024 company results (net earnings, ROA, loan receivables, capital returns) and peer-beating TSR context underpin incentive rigor and performance culture around her platform responsibilities .