Roy Guthrie
Synchrony FinancialAbout Roy A. Guthrie
Independent director since 2014; age 71. Former EVP and CFO of Discover Financial Services and former CEO of Renovate America, with 30+ years in consumer finance. Education: BA in Economics (Hanover College) and MBA (Drake University). Currently Risk Committee Chair and Technology Committee member; classified as independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renovate America, Inc. | Chief Executive Officer | 2017–2018 | Led consumer finance operations; risk oversight experience |
| Discover Financial Services, Inc. | EVP (2005–2012); CFO (2005–2011) | 2005–2012 | Financial leadership; bank board service at Discover Bank |
| Citigroup Inc. | President & CEO, CitiFinancial International; President & CEO, CitiCapital | 2000–2004; 2000–2001 | Global consumer finance leadership |
| Associates First Capital Corporation | Various roles of increasing responsibility | 1978–2000 | Consumer finance operations and risk |
External Roles
| Company | Role | Industry/Focus | Notes |
|---|---|---|---|
| Mr. Cooper Group, Inc. | Director | Mortgage origination/servicing | Current public company directorship |
| OneMain Holdings, Inc. | Director | Consumer finance | Current public company directorship |
| Cascade Acquisition Corporation | Director (prior) | Special purpose acquisition | Prior public board |
| LifeLock, Inc. | Director (prior) | Identity protection | Prior public board |
| Garrison Capital Inc. | Director (prior) | BDC/credit | Prior public board |
| Discover Bank | Director (during Discover tenure) | Banking | Prior bank board |
Board Governance
- Committees: Risk Committee Chair; Technology Committee member .
- Committee activity: Risk Committee held 7 meetings in 2024; Technology Committee held 4 meetings in 2024 .
- Independence: Board has 10 of 11 independent directors; all standing committees (including Risk and Technology) comprise independent directors .
- Attendance: Board held 8 meetings in 2024; all directors attended ≥75% of Board and applicable committee meetings; all directors attended 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session after every Board meeting; presided by the non-executive Chair .
- Skills matrix: Guthrie flagged for Financial Expert, Risk Expert, Financial Services, C-Suite, Government/Regulatory, Human Capital/Compensation, Strategic Planning .
Fixed Compensation (Independent Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for independent directors |
| Risk Committee membership | $20,000 | Additional annual cash for committee members |
| Risk Committee chair fee | $40,000 | Additional annual cash for committee chair |
| Technology Committee membership | $15,000 | Additional annual cash for committee members |
| Total cash fees (2024 actual) | $175,000 | Sum of retainer + committee membership + chair fees |
| Equity retainer (policy) | $220,000 RSUs | Granted quarterly; 1-year vesting; dividend equivalents |
| Equity (2024 actual grant-date fair value) | $165,083 RSUs | Aggregate fair value of quarterly grants in 2024 |
Grant price references for 2024 director RSUs: Mar 28 ($43.12), Jun 28 ($47.19), Sep 30 ($49.88), Dec 31 ($65.00) .
Performance Compensation
Synchrony does not use performance-based pay for independent directors; equity is time-based RSUs vesting after one year .
| Equity Instrument | 2024 Grants | Vesting | Notes |
|---|---|---|---|
| RSUs | $165,083 (grant-date fair value) | One-year vest; quarterly grants | Accrue dividend equivalents; reinvestment |
| Outstanding RSUs (12/31/2024) | 3,320 units | Vest on quarterly schedule | Company-wide schedule applies |
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict Consideration | Disclosure Status |
|---|---|---|
| OneMain Holdings, Inc. (consumer finance) | Sector adjacency to SYF’s consumer finance; monitor information flows | No related person transactions disclosed; none identified since Jan 1, 2024 |
| Mr. Cooper Group, Inc. (mortgage) | Broader financial services exposure; not a disclosed SYF partner | No related person transactions disclosed |
Expertise & Qualifications
- Financial expert and risk expert; deep consumer finance operating and CFO experience .
- Government/regulatory exposure from bank and financial services leadership .
- Human capital/compensation and strategic planning skills per Board matrix .
- Education: BA Economics (Hanover College); MBA (Drake University) .
Equity Ownership
| Item | Quantity/Value | Date/Status | Notes |
|---|---|---|---|
| Total beneficial ownership | 65,586 shares (<1%) | As of Apr 1, 2025 | Includes options counts where applicable per SEC rules |
| DSUs outstanding | 28,527 units ; 29,417 units | 12/31/2024; 4/1/2025 | Deferred under Non-Employee Director Deferred Compensation Plan |
| Common stock held via Guthrie 2012 Investments LP | 34,106 shares | As of Apr 1, 2025 | Guthrie as Investment Manager; disclaims beneficial ownership except to pecuniary interest |
| RSUs outstanding | 3,320 units | As of 12/31/2024 | Quarterly grants; one-year vest |
| Ownership guideline | $500,000 minimum in SYF stock/RSUs/DSUs | All directors compliant | Alignment policy for directors |
| Hedging/pledging | Prohibited (anti-hedging and anti-pledging) | Policy applies to directors | Insider Trading Policy and Code of Conduct |
Director Compensation Mix (2024 actual)
| Type | Amount (USD) | % Mix |
|---|---|---|
| Cash fees | $175,000 | 51% |
| Equity (RSUs grant-date fair value) | $165,083 | 49% |
| Total | $340,083 | 100% |
Governance Assessment
- Strengths: Independent status; chairs Risk Committee with robust scope (enterprise-wide risk appetite, capital & liquidity framework, quarterly risk reporting); committee activity and oversight cadence documented . Technology Committee membership aligns with financial services digitization oversight .
- Engagement: Board and committee attendance thresholds met; participation in executive sessions; director ownership guideline compliance; anti-hedging/pledging policy reduces alignment risk .
- Compensation alignment: Simple director pay structure; cash plus equity with one-year vest; clear committee chair/member fee framework .
- RED FLAGS/Watch items: Company’s 2024 Say‑on‑Pay support fell to 63% (from 93% prior year) prompting engagement and program disclosures—indicator of investor scrutiny on pay governance broadly; MDCC described responses (peer group updates, goal rigor) . No related‑party transactions identified for directors, including Guthrie, in 2024–2025 period .
Supplemental: Independent Directors’ Compensation Policy Details
| Policy Element | Amount / Rule | Notes |
|---|---|---|
| Standard annual director pay | $320,000 ($100k cash; $220k RSUs) | RSUs granted quarterly; one-year vest |
| Committee member fees | Audit/Risk: +$20k cash; NCG/MDCC/Tech: +$15k cash | Per committee membership |
| Committee chair fees | Audit/Risk: +$40k cash; NCG/MDCC/Tech: +$25k cash | Added to member fees |
| Board Chair | +$235k ($110k cash; $125k RSUs) | Distinct from directors |
| Deferral elections | Up to 80% cash/RSUs into DSUs; dividend equivalents reinvested | Paid after service; enhances alignment |
Shareholder Sentiment Signals
| Year | Say‑on‑Pay Approval | Board/MDCC Response |
|---|---|---|
| 2024 | 63% | Extensive investor engagement; peer group reassessed; enhanced disclosure on goal-setting, CEO pay glide-path, succession; MDCC chair letter |
| 2023 | 93% | Baseline for trend; informs 2024 engagement |
Compliance & Filings
- Section 16 compliance: Company reports directors complied with filing requirements; no delinquency noted for Guthrie; limited late filings pertained to other officers due to administrative errors .
- Related person transactions: None identified since Jan 1, 2024; policy overseen by Nominating & Corporate Governance Committee .
Committee Mandates (Risk Committee chair focus)
| Risk Oversight Areas | Frequency/Framework | Selected Responsibilities |
|---|---|---|
| Enterprise-wide risk (credit, market, liquidity, operational, cyber, compliance, third-party, strategic) | Quarterly reviews; annual approvals | Risk appetite; capital & liquidity framework; ALCL, CECL reviews; regulatory exam status; CRO appointment/oversight; SEC risk disclosure |