Laurel Richie
Synchrony FinancialAbout Laurel J. Richie
Laurel J. Richie, 66, has served as an independent director of Synchrony Financial since 2015 and sits on the board of Synchrony Bank since April 2021. She holds a B.A. in Policy Studies from Dartmouth College; prior roles include President of the WNBA (2011–2015), Chief Marketing Officer of Girl Scouts USA (2008–2011), brand consultant to Teach For America (2016–2018), and senior leadership roles at Ogilvy & Mather (1984–2008). Her board skills emphasize human capital/compensation, brand/marketing, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Women’s National Basketball Association LLC | President | 2011–2015 | Led professional sports league, public-facing brand and operations |
| Girl Scouts of the USA | Chief Marketing Officer | 2008–2011 | Brand and marketing leadership |
| Teach For America | Brand Consultant | 2016–2018 | Advisory on brand strategy |
| Ogilvy & Mather | Senior Partner, Executive Group Director; Operating & Diversity Advisory Boards | 1984–2008 | Senior client leadership; operating and diversity governance |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Bright Horizons Family Solutions | Director | Current | Public company directorship |
| Hasbro, Inc. | Director | Current | Public company directorship |
| SeatGeek (private) | Independent Director | Current | Private company directorship |
| Dartmouth College | Trustee; Chair of the Board | Former (Chair 2017–2021) | Governance leadership at alma mater |
| Naismith Basketball Hall of Fame | Trustee | Former | Non-profit governance |
Board Governance
- Independence: Richie is one of 10 independent directors on SYF’s 11-member board .
- Committees: Chair, Management Development & Compensation Committee (MDCC); Member, Nominating & Corporate Governance (NCG) Committee .
- Attendance: SYF policy expects robust attendance; in 2024 and 2023 all directors attended at least 75% of board and committee meetings for which they served .
- Engagement: As MDCC Chair, Richie co-led 2024–2025 investor outreach after a 63% say‑on‑pay result, participating in 12 of 13 engagement meetings with major shareholders .
Fixed Compensation
Structure and 2024–2025 director pay design:
- Independent Director Retainer:
- 2024 policy: $265,000 total ($100,000 cash; $165,000 RSUs; one‑year vesting; dividend equivalents reinvested) .
- 2025 policy: $320,000 total ($100,000 cash; $220,000 RSUs; quarterly grants; one‑year vesting; dividend equivalents reinvested) .
- Committee cash fees:
- Members: Audit/Risk $20,000; NCG/MDCC/Technology $15,000 .
- Committee Chairs: Audit/Risk $40,000; NCG/MDCC/Technology $25,000 .
- Board Chair additional retainer: $235,000 ($110,000 cash; $125,000 RSUs) .
Richie’s actual director compensation (reported):
| Year | Fees Earned (Cash) | Stock Awards (RSUs, fair value) | Total |
|---|---|---|---|
| 2023 | $155,000 | $165,098 | $320,098 |
| 2024 | $155,000 | $165,083 | $320,083 |
RSU grant pricing and outstanding units:
| RSU Grant Date (2024) | Closing Price | Richie Outstanding RSUs (12/31/2024) | Richie Deferred Stock Units (12/31/2024) |
|---|---|---|---|
| Mar 28, 2024 | $43.12 | 3,320 | 24,467 |
| Jun 28, 2024 | $47.19 | ||
| Sep 30, 2024 | $49.88 | ||
| Dec 31, 2024 | $65.00 |
Notes:
- Richie’s $155,000 cash in 2023/2024 aligns with $100,000 base cash + $25,000 MDCC Chair fee + $15,000 MDCC member fee + $15,000 NCG member fee .
- RSUs vest one year from grant; dividend equivalents reinvested; quarterly grant schedule in 2025 .
Performance Compensation
- SYF pays directors through cash retainers and time‑based RSUs; no director performance metrics (e.g., TSR‑linked PSUs) or options are disclosed for non‑employee directors .
- No director meeting fees disclosed in current policy; awards are not performance‑conditioned for directors (RSUs are time-based) .
Other Directorships & Interlocks
| Company | Relationship Type | Interlock/Conflict Disclosure |
|---|---|---|
| Bright Horizons; Hasbro | Current public company boards | No MDCC interlocks or Item 404 related‑party relationships disclosed for MDCC members, including Richie (2024 and prior years) . |
Expertise & Qualifications
- Executive leadership and board experience; deep communications and marketing background; human capital/compensation expertise; strategic planning .
- Recognitions include Sports Business Journal Game Changer and Ebony Outstanding Women in Marketing and Communications; Savoy “Most Influential Black Corporate Directors” .
Equity Ownership
| As of | Beneficial Shares | % of Shares Outstanding | Components Counted | Ownership Guidelines |
|---|---|---|---|---|
| April 1, 2025 | 43,702 | <1.0% | Common shares; RSUs vesting within 60 days; DSUs (per SEC rules) | Directors must own ≥$500,000 (2025); all directors compliant as of 12/31/2024 . |
| Dec 31, 2024 | RSUs outstanding: 3,320; DSUs: 24,467 | — | RSUs carry dividend equivalents; DSUs accrue dividend equivalents | Prior guideline was ≥$375,000 (2024); all directors compliant as of 12/31/2023 . |
Policy restrictions reinforcing alignment:
- Anti‑hedging and anti‑pledging policy applies to all directors; prohibits derivatives, short selling, option trading, and pledging of Synchrony securities .
Governance Assessment
- Committee leadership: As MDCC Chair, Richie oversees CEO and senior executive pay, equity plans, clawback policies, and human capital oversight—central to pay‑for‑performance governance and risk alignment .
- Compensation structure: Her cash fees and RSU mix are standard, transparent, and aligned with shareholders; 2025 director RSU retainer increased from $165k to $220k, signaling stronger equity alignment and market benchmarking updates .
- Ownership alignment: She meets stock ownership guidelines; maintains RSUs and DSUs balances; anti‑hedging/pledging policy mitigates misalignment risk .
- Attendance and engagement: Board‑wide attendance ≥75% in 2023–2024; Richie’s active role in stockholder engagement following lower 2024 say‑on‑pay (63%) supports responsiveness and board effectiveness .
- Conflicts and related‑party: No MDCC interlocks or related‑party transactions requiring Item 404 disclosure—reduces conflict risk .
- RED FLAGS: None identified in SYF disclosures for Richie regarding attendance shortfalls, hedging/pledging, related‑party transactions, or anomalous pay practices .
Overall signal: Richie’s MDCC leadership, equity‑tilted director pay design (2025), ownership guideline compliance, and robust investor engagement support board effectiveness and investor confidence in governance and human capital oversight .