Jeffrey Naylor
Synchrony FinancialAbout Jeffrey G. Naylor
Jeffrey G. Naylor, age 66, is Synchrony’s independent Non‑Executive Chair of the Board since April 2023 and a director since 2014. He is an Audit Committee Financial Expert and serves on the Audit Committee and the Management Development & Compensation Committee (MDCC). Naylor is the former CFO/CAO of TJX Companies and previously held senior finance roles at Big Lots, Dade Behring, and The Limited; he holds a B.A. in Economics and Political Science from Northwestern University and an MBA from Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TJX Companies, Inc. | Senior Corporate Advisor | 2013–2014 | Senior advisory role following executive leadership tenure |
| TJX Companies, Inc. | Senior EVP & CAO; Senior EVP CFO & Administrative; Senior EVP CAO & Business Development; CFO | 2004–2013 (various) | Led finance/admin across multiple executive roles; public company CFO credentials |
| Big Lots, Inc. | SVP & CFO | 2001–2004 | Public company CFO |
| Dade Behring, Inc. | SVP, Chief Financial & Administrative Officer | 2000–2001 | Healthcare diagnostics leadership |
| The Limited, Inc. | VP, Controller | 1998–2000 | Retail finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dollar Tree, Inc. | Director | Current | Public company board in discount retail |
| Wayfair, Inc. | Director | Current | Public company board in e‑commerce/home furnishings |
| Synchrony Bank | Director | Since July 2014 | Bank subsidiary board service |
Board Governance
- Board leadership: Independent Non‑Executive Chair since April 2023; previously Lead Independent Director (2021–2023) .
- Committees: Audit (member, financial expert) and MDCC (member) .
- Executive sessions: Independent directors meet after every Board meeting; Chair Naylor presides .
- Independence: Board has 10 of 11 independent directors; all five standing committees are entirely independent .
- Attendance: Board held 8 meetings in 2024; all directors attended ≥75% of Board/committee meetings and attended the 2024 Annual Meeting .
- Investor engagement: Chair Naylor participated in 12 of 13 investor meetings following the 2024 say‑on‑pay vote to gather feedback and respond via enhanced disclosures .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $245,000 | Includes base retainer and committee/Chair cash; program provides: $100,000 cash retainer; Audit/Risk member +$20,000; MDCC/NCG/Tech member +$15,000; Board Chair +$110,000 cash . |
| Equity RSUs (2024) | $290,172 | RSUs granted quarterly; program provides $220,000 RSUs; Board Chair +$125,000 RSUs; one‑year vest; dividend equivalents reinvested . |
| Total (2024) | $535,172 | Per director compensation table. |
Program structure (for context): Independent directors receive $320,000 annually ($100,000 cash, $220,000 RSUs). Committee member fees: Audit/Risk +$20,000; MDCC/NCG/Tech +$15,000. Committee Chair fees: Audit/Risk +$40,000; MDCC/NCG/Tech +$25,000. Board Chair additional: $235,000 ($110,000 cash, $125,000 RSUs). Directors may defer up to 80% of cash/RSUs into deferred stock units (DSUs). Ownership requirement: at least $500,000 in common stock/RSUs/DSUs within 4 years; all directors compliant as of Dec 31, 2024 .
Performance Compensation
| Award Type | Vesting | Performance Metrics | Notes |
|---|---|---|---|
| RSUs (director grants) | One‑year vest; granted quarterly | None | Dividend equivalents reinvested in RSUs . |
| Options | Not used | N/A | Company did not grant options to directors in 2024 . |
Other Directorships & Interlocks
| Item | Status | Source |
|---|---|---|
| MDCC interlocks | None required to be disclosed for 2024 | |
| Related person transactions | None since Jan 1, 2024 (for directors/officers/≥5% holders) | |
| Conflicts oversight | NCG Committee reviews/approves/ratifies related‑person transactions; resolves director/executive conflicts |
Expertise & Qualifications
- Designations: Audit Committee Financial Expert .
- Skills matrix: Financial Expert; Risk Expert; Financial Services Industry; C‑Suite Experience; Direct Consumer/Retailers; Human Capital/Compensation; Strategic Planning .
- Education: B.A. Northwestern; MBA Kellogg School of Management .
Equity Ownership
| Holder | Beneficial Shares | Instruments Included | Ownership % | Notes |
|---|---|---|---|---|
| Jeffrey G. Naylor | 81,443 | Includes 36,424 DSUs (deferred stock units) | <1.0% (proxy table) | Directors must own ≥$500,000; all compliant . |
- Shares outstanding: 380,545,542 as of April 1, 2025 .
- Policies: Anti‑hedging and anti‑pledging rules prohibit hedging/pledging and option trading by directors/officers/employees .
Governance Assessment
- Board effectiveness: Independent Chair with strong finance/retail credentials; presides over executive sessions; active shareholder engagement post 2024 say‑on‑pay (63% support) to enhance disclosures—supportive of investor confidence .
- Committee load: Audit (11 meetings) and MDCC (7 meetings) in 2024 indicate active oversight; Naylor’s financial expert status aligns with Audit responsibilities .
- Alignment: Meaningful equity component via RSUs; director ownership requirement met; anti‑hedging/anti‑pledging policies reduce misalignment/pledging risk .
- Conflicts/related‑party: No related‑party transactions disclosed; MDCC interlocks none; NCG oversees conflicts—no red flags disclosed .
Red flags: None disclosed specific to Naylor—no related‑party transactions, no hedging/pledging permitted, attendance standards met, and proactive investor engagement following say‑on‑pay .