Darrell Owens

About Darrell Owens

Darrell Owens is Executive Vice President and CEO—Lifestyle at Synchrony (SYF), age 56, appointed to lead the Lifestyle platform in August 2024 after progressively senior commercial roles spanning partner portfolios and platform leadership since 2010; he holds a bachelor’s degree in business administration and management from Augustana College and serves as a trustee, and is a 2023 inductee of the Executive Leadership Council . During the 2024 performance year, Synchrony delivered strong results—Diluted EPS increased 65% to $8.55, net earnings were $3.5B, ROA was 2.9%, purchase volume reached $182.2B—supported by disciplined risk management and portfolio growth; PSU awards for the 2022–2024 cycle paid out at 175.5% with a relative TSR modifier of 117.0% on ~50% cumulative TSR (71st percentile vs peers), aligning long-term incentives with shareholder returns .

Past Roles

External Roles

Fixed Compensation

• Synchrony does not maintain individual employment agreements for executive officers; compensation emphasizes market benchmarking and performance, with limited perquisites and no tax gross-ups beyond broadly available employee benefits .
• Stock ownership requirements apply: EVP guideline is 3x base salary to be met within five years of becoming subject to the policy (including promotion); shares, RSUs, and phantom units count, unearned PSUs do not .
• Anti-hedging/anti-pledging policy: executives are prohibited from hedging, pledging, short selling, or option trading in Company stock .

Performance Compensation

Annual Incentive Plan (AIP) Structure and 2024 Outcomes

• MDCC awarded 105% of target under the AIP for 2024, reflecting quantitative results and achievement of strategy/culture goals including the Pets Best disposition (after-tax gain of $802mm) and improved Fortune ranking; NEO payouts are disclosed at 105%—EVP-level AIP participation follows the same framework though Darrell Owens’ individual payout is not disclosed in the NEO table .

Long-Term Incentive (LTI) Design

• Mix: 55% PSUs and 45% RSUs for executives in 2024, reinforcing long-term alignment .
• RSUs: Vest ratably in three equal annual installments starting one year from grant; dividend equivalents accrue and settle on vesting .
• PSUs: Three-year performance period (2024–2026); 50% cumulative Diluted EPS growth and 50% average ROE; payout range 0–150% based on goals, with a relative TSR modifier of +/-20% vs peers (80% bottom quartile, 120% top quartile) .

Historical PSU Payouts (Cycle 2022–2024)

Equity Ownership & Alignment

• Ownership policy: EVPs must maintain ownership at least 3x base salary within five years of becoming subject/promotion; calculation includes common shares, RSUs and phantom units; PSUs unearned are excluded .
• Anti-hedging/pledging: Company prohibits hedging or pledging of Company stock, short selling, and option trading by executives, reducing misalignment and leverage risks .
• Vesting and supply overhang: RSUs vest annually (1/3 per year) often around early March based on annual grant timing; PSUs cliff-vest after three years—structurally concentrates potential delivery around scheduled dates, with actual sell decisions subject to trading windows and individual elections .
• Options: The Company did not grant stock options in 2024 and has not made such grants in recent years, so ongoing executive equity exposure is primarily RSUs/PSUs; outstanding options exist at the company but none are disclosed for Owens .

Employment Terms

• Severance (Executive Severance Plan): If laid off or terminated “for the good of the Company,” executive officers receive cash severance—CEO: 18 months base salary; Other NEOs: 12 months base salary. EVP-level officers participate in executive severance programs; specific amounts for Owens depend on his base salary and eligibility under the plan .
• Change-in-Control (CIC) Severance Plan: Double-trigger required; CEO receives 3x (base + average target bonus last three years) plus prorated bonus and 36 months healthcare premiums/outplacement; Other NEOs receive 2.5x (base + average target bonus last three years) plus prorated bonus and 30 months healthcare premiums/outplacement—framework applicable to executives within plan terms .
• Equity on termination: Retirement (age 60+ and 3 years service) or involuntary termination with 20+ years service—awards held ≥1 year continue to vest per schedule; death/disability—immediate vest; unvested PSUs pay at target .
• Clawbacks: Compensation subject to claw-back for misconduct and “no fault” in the case of financial restatements for all NEOs; MDCC oversees clawback policy administration .

Performance & Track Record

• Platform execution: Publicly credited leadership of successful partner initiatives under Lifestyle, including multi-year extension of American Eagle Outfitters credit programs and co-marketing sponsorship with Jewelers Mutual serving >4,000 jewelry retailers—supporting receivables growth focus embedded in AIP metrics .
• Company performance context (2024): Net earnings $3.5B; ROA 2.9%; purchase volume $182.2B; operational efficiency ratio 30%; >90 new/renewed partnerships—demonstrating growth and risk-adjusted returns during Owens’ Lifestyle leadership period .
• Incentive alignment: Executive incentives tied to PPNR minus charge-offs, receivables growth, EPS and ROE with TSR modifier, reinforcing pay-for-performance and shareholder alignment .

Compensation Structure Analysis

• Increased equity emphasis: 55% of LTI in PSUs with EPS/ROE metrics and TSR modifier; RSUs at 45% vesting over three years—enhances performance orientation and retention while reducing reliance on options .
• Goal-setting rigor: MDCC sets threshold/target/stretch goals annually considering macro, cycle, investor expectations and planned transactions (e.g., Pets Best disposition included in 2024 targets); outcome-driven AIP funding at 105% for 2024 .
• Governance features: No executive employment agreements; double-trigger CIC vesting; independent compensation consultant; stock ownership guidelines; anti-hedging/pledging; no CIC excise tax gross-ups—reducing shareholder-unfriendly practices .

Equity Ownership & Alignment (Company-level context)

Employment & Contracts

• Employment agreements: None for executive officers (policy-level) .
• Severance multiples: Executive Severance (12 months salary for non-CEO executives); CIC Severance (2.5x salary+avg target bonus, prorated bonus, and healthcare premiums for non-CEO executives), double-trigger .
• Equity treatment on termination: Continued vesting (≥1 year held) for retirement/involuntary with 20+ years; immediate vesting and PSUs at target for death/disability .

Say-on-Pay & Shareholder Feedback

• Say-on-Pay support: 93% approval at the 2023 annual meeting, with continued investor engagement; MDCC addressed feedback on incentive rigor, CEO pay trajectory, succession disclosure, and peer group calibration in subsequent proxy disclosures .

Investment Implications

• Alignment and retention: Strong pay-for-performance architecture (AIP: PPNR minus charge-offs and receivables growth; LTI: EPS/ROE with TSR) and multi-year vesting reduce short-termism and support retention; anti-hedging/pledging and ownership guidelines enhance alignment, with Owens subject to the EVP 3x guideline and five-year compliance window from his August 2024 promotion .
• Event risk and severance economics: Double-trigger CIC provisions and defined severance formulas for executives mitigate distraction in strategic scenarios while crystallizing cash and equity values on separation; equity continues vesting under specific retirement or long-service involuntary scenarios—important for modeling retention risk and potential supply from scheduled RSU/PSU settlements .
• Execution track record in Lifestyle: Public partner renewals/extensions (AEO) and new co-marketing initiatives (Jewelers Mutual) indicate continued commercial momentum in Owens’ portfolio, dovetailing with receivables growth objectives embedded in annual incentive design .
• Governance posture: Absence of employment agreements, clawbacks, no CIC excise tax gross-ups, and independent MDCC oversight reduce governance red flags; company prohibits pledging and hedging—lowering potential misalignment and leverage-related risks for executives .