Fernando Aguirre
Synchrony FinancialAbout Fernando Aguirre
Independent director at Synchrony Financial since 2019; age 67. Former Chairman, President and CEO of Chiquita Brands International (2004–2012) and 24-year Procter & Gamble veteran (1980–2004). Education: B.S., Southern Illinois University Edwardsville. Core credentials include C‑suite leadership, financial expertise, brand/marketing, retail/consumer, government/regulatory, healthcare, human capital/compensation, and strategic planning. Committees: Member, Management Development & Compensation Committee (MDCC); Chair, Nominating & Corporate Governance (NCG) Committee. Independence: Independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chiquita Brands International, Inc. | Chairman, President & CEO | Jan 2004 – Oct 2012 | Led a large public company; board leadership experience |
| Procter & Gamble | Global marketing and management roles | 1980 – 2004 | Senior brand and strategy leadership across consumer categories |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CVS Health | Director | Current | U.S. healthcare company (CVS Pharmacy, CVS Caremark, Aetna) |
| Barry Callebaut | Director | Current | Global cocoa processor and chocolate manufacturer |
| Aetna, Inc.; Coca-Cola Enterprises; Levi Strauss & Co. | Director | Former | Prior public boards |
| Erie SeaWolves (MiLB); Myrtle Beach Pelicans (MiLB) | Owner/CEO; Minority owner | Current | Sports holdings (not public companies) |
Board Governance
- Committee assignments and chair roles:
- NCG Committee Chair; members: Aguirre (Chair), Alves, Parker, Richie; 6 meetings in 2024. Responsibilities include board refreshment, director compensation review, conflicts/related-person transactions oversight, and governance framework oversight.
- MDCC member; 7 meetings in 2024. Responsibilities include CEO/NEO pay, incentive risk review, equity plans, clawback policy oversight, human capital oversight. MDCC members: Richie (Chair), Aguirre, Naylor, Zane. No compensation committee interlocks or Item 404 relationships in 2024.
- Independence status: Independent; Board has 10 of 11 independent directors.
- Attendance and engagement: Board held 8 meetings in 2024; all directors attended at least 75% of board and committee meetings and attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session after every board meeting.
- Anti‑hedging/anti‑pledging: Policy prohibits directors from hedging, short-selling, option trading, and pledging company securities.
- Related‑party oversight: NCG reviews and resolves conflicts; no related‑person transactions identified since Jan 1, 2024. Ordinary-course credit card extensions permitted on market terms.
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $100,000 | Standard annual cash for independent directors |
| Committee fees (member) | $15,000 | MDCC member fee |
| Committee fees (NCG member) | $15,000 | NCG member fee |
| Committee chair fee (NCG) | $25,000 | Additional for chairing NCG |
| Total cash (reported) | $155,000 | Reported 2024 cash fees for Aguirre |
Notes:
- Policy: Members of Audit/Risk receive $20,000 cash; members of NCG/MDCC/Tech receive $15,000 cash; Chairs of Audit/Risk receive $40,000; Chairs of NCG/MDCC/Tech receive $25,000; Board Chair additional $235,000 (cash $110,000 + RSUs $125,000).
Performance Compensation
| Equity Element | 2024 Detail | Vesting / Granting | Measurement |
|---|---|---|---|
| RSU annual grant (directors) | “Current” structure: $220,000 in RSUs paid in quarterly installments; dividend equivalents reinvested | One-year vest; granted last day of each fiscal quarter | Structure/policy description |
| 2024 stock awards (reported) | $165,083 (Aguirre) | RSUs granted quarterly in 2024 | Aggregate grant-date fair value |
| 2024 grant-date reference prices | Mar 28: $43.12; Jun 28: $47.19; Sep 30: $49.88; Dec 31: $65.00 | Basis for 2024 grant fair values | |
| Options | Not typical; the company did not grant stock options or similar awards in 2024 and has not in recent years | — |
Performance metrics for director equity: Directors receive time‑based RSUs; there are no performance metrics tied to director compensation. Structure aimed at alignment via equity ownership.
Other Directorships & Interlocks
| Category | Item |
|---|---|
| Public company boards (current) | CVS Health; Barry Callebaut |
| Public company boards (former) | Aetna, Inc.; Coca‑Cola Enterprises; Levi Strauss & Co. |
| MDCC interlocks (2024) | None required to be disclosed; no relationships requiring Item 404 disclosure among MDCC members. |
Expertise & Qualifications
- Skills matrix flags: Financial Expert; C‑Suite Experience; Brand & Marketing; Direct Consumer/Retail; Government/Regulatory; Healthcare; Human Capital/Compensation; Strategic Planning.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 38,160 shares (as of Apr 1, 2025) |
| Ownership as % of outstanding | <1.0% (asterisk denotes <1% in table) |
| Vested/unvested indicators | As of Dec 31, 2024, outstanding RSUs (incl. accrued dividends): 3,320 |
| DSUs held | Not listed for Aguirre (DSUs footnotes reference other directors) |
| Stock ownership guideline (directors) | Must own at least $500,000 in SYF stock/RSUs/DSUs; compliance within 4 years; all directors compliant as of Dec 31, 2024 |
| Anti‑hedging/pledging | Prohibited for directors (hedging, short selling, option trading, pledging) |
Insider Trades (Form 4) – Recent Activity
Note: Transactions reflect quarterly RSU grants and dividend equivalent accruals consistent with director compensation policy. Data retrieved via Form 4 filings.
Governance Assessment
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Strengths
- Experienced independent director with deep consumer/brand leadership (P&G/Chiquita) and public board experience across healthcare and consumer sectors; skill set aligns with SYF’s consumer finance model.
- High governance involvement as NCG Chair and MDCC member; direct oversight of board refreshment, conflicts policy, and executive compensation/clawbacks.
- Strong alignment mechanisms: meaningful equity component, ownership guideline ($500k), and prohibition on hedging/pledging; all directors compliant with ownership guideline.
- Attendance and engagement indicators are solid (≥75% attendance; participation in annual meeting).
- No related‑party transactions identified since Jan 1, 2024; no MDCC interlocks in 2024.
-
Potential Watch Items
- Multiple external public boards (CVS Health, Barry Callebaut) increase time commitments; attendance remained acceptable in 2024, but continued monitoring is prudent.
- Equity compensation levels for directors increased under “current” policy framework; ensure continued link to long‑term performance/retention without excessive guaranteed pay. (Policy structure and 2024 reported amounts noted)
Overall signal for investors: Governance profile is constructive—independent leadership with active committee roles, no material conflicts, strong ownership alignment, and robust anti‑hedging/pledging and clawback policies, supporting board effectiveness and investor confidence.