Ellen Zane
Synchrony FinancialAbout Ellen M. Zane
Ellen M. Zane is an independent director of Synchrony Financial, serving since 2019. She is 73, qualifies as an Audit Committee Financial Expert, and sits on the Audit Committee and the Management Development and Compensation Committee (MDCC) . Zane is CEO Emeritus of Tufts Medical Center and Tufts Children’s Hospital; she previously served as President & CEO (2004–2011), Network President at Mass General Brigham (1994–2004), and CEO of Quincy Hospital. She holds a BA from George Washington University and an MA from Catholic University of America, with multiple honorary doctorates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tufts Medical Center/Tufts Children’s Hospital | President & CEO; later CEO Emeritus | 2004–2011 (CEO); current Emeritus | Led a large medical center; executive operations experience cited by SYF Board |
| Mass General Brigham (formerly Partners Healthcare System) | Network President | 1994–2004 | Physician/hospital network leadership across Harvard-affiliated MGH and Brigham & Women’s |
| Quincy Hospital | Chief Executive Officer | Not disclosed | Hospital CEO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | Director (public company) | Current | Not disclosed in SYF proxy |
| Haemonetics Corporation | Director (public company) | Current | Not disclosed in SYF proxy |
| Azenta Life Sciences (formerly Brooks Automation) | Director (public company) | Prior | Not disclosed in SYF proxy |
| Synchrony Bank (subsidiary) | Director | Since May 2022 | Not disclosed in SYF proxy |
Board Governance
- Independence: Zane is classified as “independent”; the Board comprises 10 of 11 independent directors, and all standing committees (Audit, MDCC, Nominating & Corporate Governance, Risk, Technology) are composed exclusively of independent directors .
- Committee assignments: Audit Committee member (all members designated “audit committee financial experts”); MDCC member .
- Chair roles: None for Zane; Audit Committee chaired by Daniel Colao, MDCC chaired by Laurel J. Richie .
- Attendance and engagement: In 2024, the Board held 8 meetings and all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting . Executive sessions of independent directors occur after every Board meeting .
- Committee workload: Audit Committee met 11 times in 2024; MDCC met 7 times in 2024 .
- Governance practices: Non-executive Chair; annual director elections; majority voting in uncontested elections; stockholder engagement program active in 2024 .
- Board service limits: Governance Principles generally limit non-CEO directors to serving on no more than three other public boards (Zane serves on two, within guideline) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for independent directors |
| Audit Committee member fee | $20,000 | Member-level annual cash compensation |
| MDCC member fee | $15,000 | Member-level annual cash compensation |
| Fees earned or paid in cash (reported) | $135,000 | Actual cash received in 2024 (Board + committees) |
| Annual RSU grant value (standard) | $220,000 | Granted quarterly; one-year vesting; dividend equivalents reinvested |
| Stock awards (reported) | $165,083 | 2024 aggregate grant-date fair value |
| Total 2024 director compensation | $300,083 | Cash + stock awards |
| Deferral elections | Up to 80% of cash and RSUs | Into deferred stock units with dividend equivalents |
| Ownership guideline | $500,000 minimum | All directors compliant as of Dec 31, 2024 |
Performance Compensation
| Equity Instrument | Grant Mechanics | 2024 Grant Prices | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Director equity) | Granted quarterly on last day of fiscal quarter; dividend equivalents reinvested | $43.12 (Mar 28); $47.19 (Jun 28); $49.88 (Sep 30); $65.00 (Dec 31) | One-year time-based vesting | None disclosed for directors (RSUs are time-based) |
Clawbacks: The MDCC oversees clawback policies for executive incentive compensation (10D-compliant recovery of incentive comp after restatements; misconduct recovery framework). This is executive-facing and demonstrates committee rigor rather than director equity design .
Other Directorships & Interlocks
| Item | Status | Detail |
|---|---|---|
| Other public boards | Current | Boston Scientific; Haemonetics |
| Prior public boards | Prior | Azenta Life Sciences (Brooks Automation) |
| MDCC interlocks | None | No compensation committee interlocks; no relationships requiring Item 404 disclosure among MDCC members in 2024 |
Expertise & Qualifications
- Designations: Audit Committee Financial Expert; skills include Financial Expert, C-Suite Experience, Government/Regulatory, Healthcare, Human Capital/Compensation, Strategic Planning .
- Rationale: Board cites her executive leadership in large healthcare systems and multi-board experience, adding financial and human capital oversight depth .
Equity Ownership
| Measure | Amount | As-of Date |
|---|---|---|
| Beneficial ownership (shares) | 24,827 | April 1, 2025 |
| Percent of total | * (<1.0%) | Based on 380,545,542 shares outstanding |
| Outstanding RSUs (incl. accrued dividends) | 3,320 | December 31, 2024 |
| Deferred stock units (DSUs) | Not disclosed for Zane | DSU balances listed for certain other directors |
| Hedging/pledging | Prohibited | Company anti-hedging and anti-pledging policy applies to directors |
Insider Trading & Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance | In compliance | Company reports directors/officers complied in 2024, with late filings attributable to administrative errors for other officers; no issues noted for Zane |
| Insider trading controls | Active | Insider Trading Policy referenced (Exhibit 19.1 to 2024 Form 10-K) |
| Anti-hedging/anti-pledging | Prohibited | Derivatives, short sales, and pledging of Synchrony securities prohibited |
Related Party Transactions & Conflicts
- Policy: Related Person Transactions Policy requires Nominating & Corporate Governance Committee review; prohibits transactions inconsistent with company/shareholder interests .
- Activity: No related person transactions identified since January 1, 2024 .
- Ordinary course extensions of credit (e.g., credit cards) to directors/officers/family members at market terms are excluded from related-party approval and presented no unfavorable features .
Governance Assessment
- Committee effectiveness: Zane’s dual role on Audit (11 meetings) and MDCC (7 meetings) indicates high engagement in financial reporting oversight and executive compensation risk governance; Audit Committee members (including Zane) are designated financial experts, strengthening oversight of controls and auditor independence .
- Alignment and incentives: Director pay structure mixes cash ($100k base plus committee fees) and equity (quarterly RSUs with one-year vesting), with rigorous ownership requirements ($500k minimum, all compliant) and prohibitions on hedging/pledging—supporting stockholder alignment and reducing agency risk .
- Conflicts and red flags: No MDCC interlocks or Item 404 relationships; no related-party transactions; strict insider trading and anti-pledging policies. External board load within governance limits, mitigating overboarding risk. No attendance concerns reported; independent directors meet privately after each Board meeting—positive for board independence .