Daniel Colao
Synchrony FinancialAbout Daniel Colao
Independent director at Synchrony Financial since 2024; age 58. Former CFO of GE Capital with 30+ years in financial services, strategic planning, and risk oversight; B.S. in Finance from Boston College. Previously served on Synchrony’s Board from February 2014 to November 2015 and rejoined effective October 1, 2024; also serves on the Synchrony Bank Board since November 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital | Chief Financial Officer and Executive Advisor | 2017–June 2021 | Led strategic repositioning, capital allocation, reserves, governance and controls |
| GE Capital | Global Financial Planning Leader | 2011–2017 | Enterprise planning leadership |
| GE Asset Management | CFO, CRO, EVP | 2008–2010 | Finance and risk leadership |
| Lehman Brothers (Investment Mgmt; Bank & Mortgage Capital) | Managing Director & Global CFO | 2007–2008 | Global finance leadership across divisions |
| GE Capital Aviation Services | CFO & EVP | 2005–2007 | Finance leadership in aviation leasing |
| Synchrony Financial (prior term) | Director | Feb 2014–Nov 2015 | Prior board experience |
| AX Partners | Advisory Board Member | Current | Privately-held capital markets solutions provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Synchrony Bank | Director | Since Nov 2024 | Affiliate bank board service |
| AX Partners | Advisory Board Member | Current | Private advisory role (not a public company) |
Board Governance
- Independence: Identified as an independent director under NYSE and Synchrony standards .
- Committee assignments: Audit Committee Chair (effective November 8, 2024) and Risk Committee member; initially appointed to Risk and Technology Committees effective October 1, 2024 (later rotated to Audit Chair) .
- Attendance and engagement: In 2024, the Board held eight meetings; all directors attended at least 75% of aggregate Board and committee meetings for periods served and attended the 2024 Annual Meeting; independent directors hold executive sessions after every Board meeting .
- Board context: Non-executive independent Chair; committees comprised exclusively of independent directors; robust risk and technology oversight structures .
Committee Roles
| Committee | Role | Effective Date |
|---|---|---|
| Audit | Chair | Nov 8, 2024 |
| Risk | Member | Ongoing |
| Technology | Member (initial appointment) | Oct 1, 2024; later rotated off when appointed Audit Chair |
Fixed Compensation
- Standard director compensation structure (current): $320,000 annually, with $100,000 cash retainer and $220,000 in RSUs; RSUs granted quarterly (last day of each fiscal quarter) with one-year vesting; dividend equivalents reinvested in RSUs .
- Committee fees: Audit and Risk members +$20,000 cash each; NCG, MDCC, Technology members +$15,000 cash each; Audit and Risk Chairs +$40,000 cash; NCG, MDCC, Technology Chairs +$25,000 cash; Board Chair +$235,000 ($110,000 cash; $125,000 RSUs) .
- Deferral: Directors may defer up to 80% of cash and RSUs into deferred stock units paid post-board service; dividend equivalents apply .
2024 Independent Director Compensation (Actual)
| Name | Fees Earned/Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Daniel Colao (pro-rated) | $38,804 | $41,275 | $80,079 |
Note: Colao joined the Board on Oct 1, 2024 and was appointed Audit Committee Chair effective Nov 8, 2024; compensation pro-rated for 2024 service .
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| RSUs (directors) | Granted quarterly; one-year vest; dividend equivalents reinvested | None (time-based vesting; no PSUs/options for directors disclosed) |
| Deferrals | Up to 80% of cash/RSUs into DSUs; paid after board service | None; vehicle for alignment and tax planning |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Synchrony Bank | Affiliate | Director | Oversight alignment within regulated bank subsidiary |
| AX Partners | Private | Advisory Board Member | No public company interlock disclosed |
Expertise & Qualifications
- Designated Financial Expert; Risk Expert; deep Financial Services industry experience; C-suite experience; Government/Regulatory; Human Capital/Compensation; Strategic Planning .
- Education: B.S. in Finance, Boston College .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Apr 1, 2025) | 0 shares; <1% | Reported beneficial ownership excludes RSUs not vesting within 60 days |
| RSUs outstanding (Dec 31, 2024) | 635 units | Includes accrued dividends; quarterly grants at closing prices: $43.12 (Mar 28), $47.19 (Jun 28), $49.88 (Sep 30), $65.00 (Dec 31) |
| Ownership guideline | $500,000 minimum | Directors have four years to comply; Company states all directors are compliant as of Dec 31, 2024 |
| Pledging/Hedging | Not disclosed | Insider trading policy referenced; specifics not detailed here |
Governance Assessment
- Committee leadership and fit: Appointment as Audit Committee Chair within months of joining signals board confidence in his finance and controls expertise; concurrent Risk Committee membership strengthens oversight of credit, compliance, and enterprise risk .
- Independence and conflicts: Company states no related person transactions since Jan 1, 2024; 8-K affirms no Item 404(a) relationships pertaining to Colao; standard indemnification agreement in place .
- Alignment and incentives: Director pay is equity-heavy (RSUs $220k vs $100k cash), quarterly grants with one-year vesting and dividend equivalents; ownership guideline of $500k with four-year compliance window; Company reports all directors compliant as of Dec 31, 2024 .
- Pay structure changes: Initial appointment disclosure referenced $265k total ($100k cash, $165k RSUs) plus Risk and Technology committee fees; subsequent proxy shows standardized $320k with updated committee/chair fees—indicates board-wide pay scale revision and rotation to Audit Chair .
- Attendance and engagement: Board met eight times in 2024; directors met attendance thresholds and independent directors hold executive sessions after each meeting—supports healthy board process; Colao’s part-year tenure falls within this framework .
Risk Indicators & Red Flags
- Beneficial ownership initially reported at 0 shares as of April 1, 2025; RSUs outstanding were 635 units as of Dec 31, 2024. Given the four-year guideline compliance window and the Company’s statement that all directors are compliant, alignment appears to be in progress but merits monitoring for growth in direct/indirect holdings over time .
- Related-party exposure: None noted for Colao; Company discloses no related person transactions since Jan 1, 2024 .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; board committees composed exclusively of independent directors; non-executive independent Chair |
| Executive Sessions | Held by independent directors after every Board meeting; chaired by non-executive Chair |
| Attendance | All directors ≥75% aggregate attendance; 2024 Annual Meeting attendance confirmed |
| Risk & Technology Oversight | Formal Risk Committee framework; dedicated Technology Committee; quarterly cybersecurity briefings |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard for independent directors |
| Annual RSU Grant | $220,000 | Granted quarterly; one-year vest; dividend equivalents |
| Audit/Risk Committee Member Fee | $20,000 (cash) | Per committee membership |
| Audit/Risk Committee Chair Fee | $40,000 (cash) | Per chair role |
| NCG/MDCC/Technology Member Fee | $15,000 (cash) | Per committee membership |
| NCG/MDCC/Technology Chair Fee | $25,000 (cash) | Per chair role |
Performance Compensation
| Metric | Applicability to Director Pay | Terms |
|---|---|---|
| Company performance metrics (e.g., revenue, EBITDA, TSR) | Not applicable | No PSUs/options disclosed for independent directors; RSUs are time-based |
| Dividend equivalents on RSUs/DSUs | Applicable | Reinvested into additional units |
| Deferrals | Applicable | Up to 80% of cash/RSUs into DSUs |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Conflict |
|---|---|---|---|
| Synchrony Bank | Private (subsidiary) | Director | Affiliate governance; typical for parent board members |
| AX Partners | Private | Advisory Board | No public interlocks disclosed |
Equity Ownership
| Holder | Shares | % of Total |
|---|---|---|
| Daniel Colao | 0 | * (<1%) |
As of Dec 31, 2024, Colao had 635 RSUs outstanding; directors must own at least $500,000 (shares, RSUs, DSUs) within four years; Company states all directors are compliant as of Dec 31, 2024 .
Governance Assessment
- Strengths: Deep CFO/risk pedigree aligns with SYF’s credit and regulatory profile; elevation to Audit Chair enhances oversight of financial reporting and controls .
- Alignment: Equity-heavy director pay, dividend equivalents, and ownership guidelines support alignment; deferral mechanisms extend long-term exposure .
- Conflicts: None identified under Item 404(a); Company-wide related person transaction review shows no reportable items; standard indemnification in place .
- Watch items: Beneficial ownership currently reported at 0 shares; monitor accumulation versus $500k guideline over four-year window; confirm continued high attendance and effectiveness in Audit/Risk oversight as chair/member .