Jonathan Mothner
Synchrony FinancialAbout Jonathan Mothner
Jonathan S. Mothner, 61, is Executive Vice President, Chief Risk and Legal Officer at Synchrony (SYF), a role he has held since November 2023 after serving as EVP, General Counsel and Secretary from February 2014 to October 2023; he previously held legal roles at the U.S. Department of Justice and in private practice and holds a B.A. in Economics (Hobart College) and a J.D. (NYU School of Law) . Company performance metrics underpinning incentive design include 2024 net earnings of $3.5B, ROA 2.9%, loan receivables $104.7B, and capital returned $1.4B ; long-term PSU results for 2022–2024 paid at 175.5% target driven by cumulative diluted EPS of $19.64 and ROE of 20.34%, with TSR ~50% at the 71st percentile peer modifier of 117% . Annual incentives for 2024 paid at 105% of target based on financial (PPNR minus charge-offs, receivables growth) and strategy/culture outcomes (note: Pets Best gain excluded from financial goal metrics) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchrony Financial | EVP, General Counsel & Secretary | 2014–2023 | Led legal and governance through IPO and scale-up; transitioned to enterprise risk leadership . |
| U.S. Department of Justice | Various legal roles | N/A | Federal enforcement/policy experience supports CRO oversight . |
| Private law firm | Attorney | N/A | Corporate legal practice foundations . |
External Roles
- Not disclosed in proxy materials (skip if not disclosed).
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $700,000 | $700,000 |
| Target Bonus ($) | $1,050,000 (AIP target) | $1,050,000 |
| Actual Bonus Paid ($) | $1,767,150 | $1,102,500 |
| All Other Compensation ($) | $264,327 | $325,610 (perqs $15,383; supplemental insurance $38,840; 401(k) $37,950; Restoration Plan $233,437) |
Performance Compensation
Annual Incentive Plan (AIP)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Earnings (PPNR minus charge-offs) | 50% | MDCC-set | Achieved above plan (excl. Pets Best gain) | Contributed to 105% payout |
| Average Receivables Growth | 30% | MDCC-set | Achieved | Contributed to 105% payout |
| Strategy & Culture | 20% | MDCC-set | Achieved | Contributed to 105% payout |
| Total | 100% | 100% | 105% | 105% of target ($1,102,500) |
Equity Incentives
| Grant Year | Instrument | Grant Date | Units/Target | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | PSUs | 3/1/2024 | Target 38,856; Threshold 7,771; Max 69,940 | $1,697,230 | Earn-out on 2024–2026 cumulative diluted EPS and avg ROE; TSR modifier ±20%; vests 12/31/2026 |
| 2024 | RSUs | 3/1/2024 | 31,791 | $1,305,021 | Ratably over 3 annual installments beginning one year from grant |
| 2023 | PSUs | 3/1/2023 | 35,192 | Presented at target; market value basis disclosed | Vests 12/31/2025 (final payout 0–150% before TSR) |
| 2023 | RSUs | 3/1/2023 | 19,196 | Market value basis disclosed | Standard RSU ratable vest |
| 2022 | RSUs | 3/1/2022 | 8,158 | Market value basis disclosed | Standard RSU ratable vest |
| 2022–2024 | PSU cycle | N/A | N/A | N/A | Cumulative diluted EPS $19.64 (150%), ROE 20.34% (150%), TSR 117% modifier; total 175.5% payout |
Stock Options (legacy)
| Grant Date | Exercisable (#) | Strike ($) | Expiration |
|---|---|---|---|
| 4/1/2016 | 22,639 | 29.33 | 4/1/2026 |
| 4/1/2017 | 23,258 | 34.30 | 4/1/2027 |
| 4/1/2018 | 21,899 | 33.53 | 4/1/2028 |
- No stock options granted in recent years; 2024 equity was RSUs/PSUs only .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 179,614; <1% of 380,545,542 shares outstanding |
| Ownership Guidelines | EVP requirement 3x salary; Mothner at 12.7x (exceeds) based on $53.26 close on 4/1/2025 |
| Vested vs Unvested Snapshot (12/31/2024) | Unvested RSUs: 8,158 (2022), 19,196 (2023), 32,269 (2024); Unvested PSUs: 35,192 (2023 target), 39,440 (2024 target) |
| Anti-Hedging/Pledging | Hedging, short selling, option trading, and pledging in company stock prohibited |
| Stock Option Overhang | Equity plans outstanding options 1.9M; weighted-average exercise price $34.59; remaining shares available 26.94M (company level) |
Employment Terms
| Topic | Provision |
|---|---|
| Employment Agreements | None for executive officers |
| Severance (non-CIC) | 12 months base salary for NEOs upon qualifying termination (Executive Severance Plan) |
| Change-in-Control (CIC) | Double-trigger; cash = 2.5x (salary + 3-year avg target bonus) + prorated bonus; 30 months employer health premiums; outplacement (NEOs) |
| Equity on Separation | Retirement (age ≥60, ≥3 years): awards held ≥1 year continue to vest; Death/Disability: immediate vesting, unvested PSUs pay at target; Involuntary <20 years: pro-rata vest; ≥20 years: continue to vest (≥1 year held) |
| Retirement Eligibility | As of 12/31/2024, only Mothner eligible; indicative payouts at year-end: Retirement $7,504,853; CIC $17,414,198 |
| Clawbacks | Restatement recovery policy (NYSE/§10D) and misconduct clawback; applies to annual and long-term incentives |
Compensation Structure Analysis
- Pay mix emphasizes at-risk equity: 2024 equity awards (RSUs/PSUs) totaled $3.002M; PSUs are 55% of LTI mix company-wide, reinforcing multi-year performance alignment .
- AIP metrics tie to risk-adjusted performance (PPNR minus charge-offs, receivables growth, strategy/culture); 2024 payout 105% of target ($1.1025M) .
- No options granted in 2024; shift to RSUs/PSUs aligns with reduced risk-taking and long-term value creation .
- Policies limit misalignment and risk: anti-hedging/pledging, clawbacks for restatements/misconduct, no CIC excise tax gross-ups, no repricing .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Diluted EPS ($) | $5.19 | $8.55 (includes $802M after-tax gain from Pets Best sale) |
| Net Earnings ($B) | N/A | $3.5 |
| ROA (%) | N/A | 2.9 |
| Loan Receivables ($B) | N/A | $104.7 |
| Capital Returned ($B) | N/A | $1.4 |
| Efficiency Ratio (%) | N/A | 30.0 |
| TSR (2022–2024 PSU cycle) | N/A | ~50%; 71st percentile; TSR modifier 117% |
Equity Vesting Schedules (Insider Supply Overhang)
| Grant | Units | Vesting Dates | Notes |
|---|---|---|---|
| 2024 RSUs | 31,791 | 3/1/2025, 3/1/2026, 3/1/2027 | 3 equal annual installments, subject to continued employment |
| 2024 PSUs | Target 38,856 | 12/31/2026 | Earn-out on EPS/ROE; TSR ±20% |
| 2023 RSUs | 19,196 | Standard RSU schedule | Company standard ratable vest |
| 2023 PSUs | Target 35,192 | 12/31/2025 | Final payout 0–150% before TSR modifier |
Ownership Guidelines & Compliance
- Requirement: 3x salary for EVPs; Mothner at 12.7x based on $53.26 close (April 1, 2025), exceeding guideline within required timeframe .
Pension/Deferred/Restoration Plans
| Plan | 2024 Company Contributions ($) | Aggregate Balance (12/31/2024) ($) | Notes |
|---|---|---|---|
| Restoration Plan | $233,437 | $2,336,809 | Mirrors 401(k) with 3% core, 4% match, +4% for former GE plan participants; forfeiture on voluntary departure prior to age 60; involuntary FICA distribution in 2024 due to retirement eligibility . |
Risk Indicators & Red Flags
- Prohibitions: hedging/pledging, short selling, option trading; mitigates misalignment risk .
- No CIC excise tax gross-ups; no option repricing; dividends not paid on unvested equity .
- Retirement eligibility may introduce medium-term transition/retention risk given continued vesting treatment on awards held ≥1 year .
Compensation Peer Group (Benchmarking)
| Segment | Peers |
|---|---|
| Consumer Finance | Ally, American Express, Bread Financial, Capital One |
| Diversified Financial Services | Block, FIS, Fiserv, Global Payments, Mastercard, PayPal, Visa, Voya |
- Targeting median among peers with role/size/performance adjustments; peer mix updated to reflect >$100B assets regulatory complexity and talent market .
Investment Implications
- Strong pay-for-performance alignment: PSU framework rewarded above-target multi-year performance (EPS/ROE/TSR), while AIP uses risk-sensitive metrics; clawbacks and anti-hedging policies further align incentives with shareholders .
- Insider supply overhang manageable: RSUs/PSUs vest on defined schedules; absence of new options reduces near-term selling pressure; however, Mothner’s retirement eligibility and continued vesting treatment could modestly elevate medium-term liquidity from executive vestings .
- Retention risk appears contained: high ownership multiple (12.7x vs 3x requirement) and no employment agreements, but competitive CIC terms and continued vesting on retirement necessitate monitoring for succession planning in risk/legal leadership .