Name and present position, if any, with the Company BOARD QUALIFICATIONS
| | | Name and present position,
if any, with the Company
| | Age, period served as a director and other business experience
| 
Margaret M. Keane
President and Chief
Executive Officer
| | Ms. Keane, 57, has been our President and CEO since February 2014 and previously served as CEO and President of GE’s North American retail finance business since April 2011. She has also been a member of the Board since 2013 and a member of the board of directors of Synchrony Bank (the “Bank”) since 2009. From June 2004 to April 2011, Ms. Keane served as President and CEO of the Retail Card platform of GE’s North American retail finance business. From January 2002 to May 2004, Ms. Keane served as Senior Vice President of Operations of the Retail Card platform of GE’s North American retail finance business. From January 2000 to December 2001, Ms. Keane served as Chief Quality Leader of GE Capital Corporation (“GECC”). From October 1999 to December 1999, Ms. Keane served as Shared Services Leader for GECC’sMid-Market Leasing Businesses. Prior to that, Ms. Keane served in various operations and quality leadership roles at GECC and Citibank. Ms. Keane received a B.A. in Government and Politics and an M.B.A. from St. John’s University.
| | | | | We believe that Ms. Keane should serve as a member of the Board due to her extensive experience in the retail finance business and the perspective she brings as our President and CEO.
| | | 
Paget L. Alves
| | Mr. Alves, 62, has been a director since November 2015 and was anon-voting Board observer from July 2015 to November 2015. He has also been a member of the board of directors of the Bank since January 2017. He served as Chief Sales Officer of Sprint Corporation, a wireless and wireline communications services provider, from January 2012 to September 2013 after serving as President of that company’s Business Markets Group since 2009. Prior thereto, Mr. Alves held various positions at Sprint Corporation, including President, Sales and Distribution, from 2008 to 2009; President, South Region, from 2006 to 2008; Senior Vice President, Enterprise Markets, from 2005 to 2006; and President, Strategic Markets, from 2003 to 2005. Between 2002 and 2003, he served as President and Chief Operating Officer of Centennial Communications Corporation and from 2000 to 2001 served as President and CEO of PointOne Telecommunications, Inc. Mr. Alves currently serves on the boards of directors of Yum! Brands, Inc., a company that develops, operates, franchises, and licenses a system of quick-service restaurants; International Game Technology PLC, a manufacturer and distributor of microprocessor-based gaming and video lottery products and software systems; and Ariel Investments LLC, an investment management company. He previously served on the boards of directors of GTECH Holdings Corporation from 2005 to 2006, Herman Miller, Inc. from 2008 to 2010 and International Game Technology Inc. from 2010 to 2015. Mr. Alves received a B.S. in Industrial and Labor Relations and a J.D. from Cornell University. | | | | | We believe that Mr. Alves should serve as a member of the Board due to his executive management and leadership experience and his extensive background in sales.
|
 13
BOARD QUALIFICATIONS
| | | Name and present position,
if any, with the Company
| | Age, period served as a director
and other business experience
| 
Arthur W. Coviello, Jr.
| | Mr. Coviello, 63, has been a director since November 2015 and was anon-voting Board observer from July 2015 to November 2015. He has also been a member of the board of directors of the Bank since January 2017. He served as Executive Vice President, EMC Corporation, a cloud computing and information security company, and Executive Chairman, RSA, the Security Division of EMC Corporation and a provider of security, risk and compliance solutions, from 2011 to 2015, after serving as Executive Vice President and President of RSA from 2006 to 2011. Prior thereto, Mr. Coviello held various executive positions at RSA Security, Inc., including President and Chief Executive Officer from 2000 to 2006, and President from 1999 to 2000. Prior to RSA Security, Inc., he had extensive financial and operating management expertise in several technology companies. Mr. Coviello currently serves on the board of directors at EnerNOC, Inc. (ENOC), a provider of cloud-based energy intelligence software. He also serves on the boards of directors of two private companies, Cylance, Inc., which applies artificial intelligence, algorithmic science and machine learning to cyber security, and Bugcrowd, Inc., which uses tens of thousands of independent researchers to assist its customers in finding security vulnerabilities in their software. Mr. Coviello previously served on the boards of directors of AtHoc, RSA Security, Inc., and Sana Security, Inc. He received a B.B.A. in Accounting from the University of Massachusetts.
| | | We believe that Mr. Coviello should serve as a member of the Board due to his leadership experience, his extensive financial and accounting background and his considerable experience in cyber security.
| 
William W. Graylin
| | Mr. Graylin, 48, has been a director since November 2015 and was anon-voting Board observer from July 2015 to November 2015. He is GlobalCo-General Manager of Samsung Pay, the mobile payment platform of Samsung Electronics America, Inc. Prior thereto, Mr. Graylin was CEO of LoopPay, Inc., a mobile payment company, from 2012 to 2015. Between 2007 and 2012, he was Founder and CEO of Roam Data, Inc., a developer of mobile point of sale software; from 2002 to 2007, he was Founder, Chairman and CEO of Way Systems, Inc.; and from 2000 to 2001, he was Founder and CEO of Entitlenet, Inc. Mr. Graylin served in the United States Navy as a Nuclear Submarine Officer from 1992 to 1998. He currently serves on the boards of directors of several privately held high-tech startups including: ONvocal, Inc., a wearable voice assistant solutions; Movylo, Inc., a SaaS-based mobile engagement solution for merchants; People Power, Inc., an IoT (internet of things) services company managed by artificial intelligence (“AI’”) for home automation, security and senior care; Myne/GeeVee, a universal communications app (phone/voip/messaging/video) for carriers and enterprises to better engage their customers; Feelter, crowd-sourced trusted reviews to improve eCommerce conversions; and PushPayments, real-time payment disbursements for businesses. Mr. Graylin is currently a Connection Science Fellow with MIT’s Media Lab, where he teaches part time on Innovation and Entrepreneurship. He received a B.S. in Electrical Engineering and Computer Science and a B.A. in Chinese Linguistics and Literature from the University of Washington; an M.B.A. from the Sloan School of Management, Massachusetts Institute of Technology; and an M.S. in Electrical Engineering and Computer Science from Massachusetts Institute of Technology.
| | | | | We believe that Mr. Graylin should serve as a member of the Board due to his executive management and leadership experience and his extensive background in technology.
|
14 
BOARD QUALIFICATIONS
| | | Name and present position,
if any, with the Company
| | Age, period served as a director
and other business experience
| 
Roy A. Guthrie
| | Mr. Guthrie, 63, joined our Board and the board of directors of the Bank in connection with the IPO in July 2014. From July 2005 to January 2012, Mr. Guthrie served as Executive Vice President, and from July 2005 to May 2011 as Chief Financial Officer (“CFO”) of Discover Financial Services, Inc., a direct banking and payments company. From September 2000 to July 2004, Mr. Guthrie served as President and CEO of various businesses of Citigroup Inc., including CitiFinancial International from 2000 to 2004 and CitiCapital from 2000 to 2001. From April 1978 to September 2000, Mr. Guthrie served in various roles of increasing responsibility at Associates First Capital Corporation. Mr. Guthrie serves on the boards of directors of Nationstar Mortgage Holdings, Inc., an originator and servicer of real estate mortgage loans, and OneMain Holdings, Inc., a financial services company. He previously served on the board of directors of LifeLock, Inc., a company offering identity theft protection and detection services, from 2012 to 2017. During his tenure with Discover Financial Services, Inc., he also served on the board of directors of Discover Bank. Mr. Guthrie received a B.A. in Economics from Hanover College and an M.B.A. from Drake University.
| | | We believe that Mr. Guthrie should serve as a member of the Board due to his leadership experience and extensive background in consumer finance (including the private-label credit card industry), including more than 30 years of experience in finance and/or operating roles.
| 
Richard C. Hartnack
| | Mr. Hartnack, 71, joined our Board and the board of directors of the Bank in connection with the IPO in July 2014. From April 2005 to February 2013, Mr. Hartnack served as Vice Chairman and Head, Consumer and Small Business Banking of U.S. Bancorp, a financial services holding company. From June 1991 to March 2005, Mr. Hartnack served in various leadership roles at Union Bank, N.A. (formerly known as Union Bank of California, N.A.), including Vice Chairman, Director and Head, Community Banking and Investment Services from 1999 to 2005. From June 1982 to May 1991, Mr. Hartnack served in various leadership roles at First Chicago Corporation, including Executive Vice President and Head, Community Banking. Mr. Hartnack serves on the board of directors of Federal Home Loan Mortgage Corporation and has served on the boards of directors of MasterCard International, Inc. (U.S. Region) and UnionBanCal Corporation. Mr. Hartnack received a B.A. in Economics from the University of California, Los Angeles, and an M.B.A. from Stanford University.
| | | We believe that Mr. Hartnack should serve as a member of the Board due to his leadership experience and extensive background in consumer finance and banking accumulated over the course of a40-year career in the banking industry.
|
15
BOARD QUALIFICATIONS
| | | Name and present position,
if any, with the Company
| | Age, period served as a director
and other business experience
| 
Jeffrey G. Naylor
| | Mr. Naylor, 58, joined our Board and the board of directors of the Bank in connection with the IPO in July 2014. From February 2013 to April 2014, Mr. Naylor served as Senior Corporate Advisor of the TJX Companies, Inc., a retail company of apparel and home fashions. From January 2012 to February 2013, Mr. Naylor served as Senior Executive Vice President and Chief Administrative Officer of the TJX Companies, Inc.; from February 2009 to January 2012, he served as its Senior Executive Vice President, Chief Financial and Administrative Officer; from June 2007 to February 2009, he served as its Senior Executive Vice President, Chief Administrative and Business Development Officer; from September 2006 to June 2007, he served as its Senior Executive Vice President, Chief Financial and Administrative Officer; and from February 2004 to September 2006, he served as its CFO. From September 2001 to January 2004, Mr. Naylor served as Senior Vice President and CFO of Big Lots, Inc. From September 2000 to September 2001, Mr. Naylor served as Senior Vice President, Chief Financial and Administrative Officer of Dade Behring, Inc. From November 1998 to September 2000, he served as Vice President, Controller of The Limited, Inc. Mr. Naylor also serves on the boards of directors of two privately held companies:Save-A-Lot, a grocery retailer, and Emerald Expositions, which conducts business and consumer trade shows. Mr. Naylor received a B.A. in Economics and Political Science and an M.B.A. from the J.L. Kellogg Graduate School of Management, Northwestern University.
| | | We believe that Mr. Naylor should serve as a member of the Board due to his executive management and leadership experience, his extensive financial and accounting background and his considerable experience accumulated over the course of 25 years in the retail and consumer goods industries.
| 
Laurel J. Richie
| | Ms. Richie, 58, has been a director since November 2015 and was anon-voting Board observer from July 2015 to November 2015. Ms. Richie served as President of the Women’s National Basketball Association LLC, a professional basketball league, from 2011 to 2015. Prior to her appointment in 2011, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. From 1984 to 2008, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of its Diversity Advisory Board. She was named one of the 25 Most Influential Women in Business byThe Network Journaland is a recipient of the YMCA Black Achievers in Industry award,Ebonymagazine’s Outstanding Women in Marketing and Communications award, and Power 100 List. Most recently,Black Enterprisenamed her one of the Most Influential African Americans in Sports. Ms. Richie received a B.A. in Policy Studies from Dartmouth College. She was named as a Charter Trustee of her alma mater in 2012, and currently serves as board vice chair and chairman of the communications committee.
| | | We believe that Ms. Richie should serve as a member of the Board due to her executive management and leadership experience and her considerable experience in communications and marketing.
|
16
BOARD QUALIFICATIONS
| | | Name and present position,
if any, with the Company
| | Age, period served as a director
and other business experience
| 
Olympia J. Snowe
| | Senator Snowe, 70, has been a director since November 2015 and was anon-voting Board observer from January 2015 to November 2015. She has also been a member of the board of directors of the Bank since January 2017. She is currently chairman and CEO of Olympia Snowe, LLC, a policy and communications consulting firm, and a senior fellow at the Bipartisan Policy Center, anon-profit organization focused on national policy solutions, where she is a member of the board andco-chairs its Commission on Political Reform. Senator Snowe served in the U.S. Senate from 1995–2013, and as a member of the U.S. House of Representatives from 1979–1995. While in the U.S. Senate, she served as chair and was the ranking member of the Senate Committee on Small Business and Entrepreneurship, and served on the Senate Finance Committee, the Senate Intelligence Committee, and the Senate Commerce Science and Technology Committee. She also served as chair of the Subcommittee on Seapower for the Senate Armed Services Committee. Senator Snowe serves on the boards of directors of T. Rowe Price Group, Inc., a financial services company, and Aetna, Inc., a diversified healthcare benefits company. Senator Snowe received a B.A. in political science from the University of Maine and has received honorary doctorate degrees from many colleges and universities.
| | | We believe that Senator Snowe should serve as a member of the Board due to her broad range of valuable leadership and public policy experience.
|
17
Qualifications of Directors
Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Company will endeavor to have a Board representing a range of experience at policy-making levels in areas that are relevant to the Company’s activities. Although the Board does not have a specific diversity policy, the Nominating and Corporate Governance Committee takes into account a candidate’s ability to contribute to the diversity on the Board. It considers the candidate’s and the existing Board members’ race, ethnicity, gender, age, cultural background and professional experience. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. Our Governance Principles maintain that directors who also serve as CEOs or in equivalent positions should not serve on more than two boards of public companies in addition to the Company’s Board, and other directors should not serve on more than four boards of public companies in addition to the Company’s Board.
Pursuant to our Company’s Governance Principles, when a director’s principal occupation or job responsibilities change significantly during his or her tenure as a director that director shall tender his or her resignation for consideration byand other business experience
|
Mr. Naylor, 61, joined our Board and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will recommend toboard of directors of the Board the action, if any, to be taken with respect to the resignation. The Board does not believe that arbitrary term limits on directors’ service are appropriate, nor does it believe that directors should expect to be renominated annually until they reach the mandatory retirement age. The Nominating and Corporate Governance Committee will evaluate each directorBank in connection with his or her renomination for election at each annual meetingthe IPO in July 2014. From February 2013 to April 2014, Mr. Naylor served as Senior Corporate Advisor of stockholders. Exceptthe TJX Companies, Inc., a retail company of apparel and home fashions. From January 2012 to February 2013, Mr. Naylor served as Senior Executive Vice President and CAO of the TJX Companies, Inc.; from February 2009 to January 2012, he served as its Senior Executive Vice President, Chief Financial and Administrative Officer; from June 2007 to February 2009, he served as its Senior Executive Vice President, Chief Administrative and Business Development Officer; from September 2006 to June 2007, he served as its Senior Executive Vice President, Chief Financial and Administrative Officer; and from February 2004 to September 2006, he served as its CFO. From September 2001 to January 2004, Mr. Naylor served as Senior Vice President and CFO of Big Lots, Inc. From September 2000 to September 2001, Mr. Naylor served as Senior Vice President, Chief Financial and Administrative Officer of Dade Behring, Inc. From November 1998 to September 2000, he served as Vice President, Controller of The Limited, Inc. Mr. Naylor serves on the boards of directors of three other public companies: Dollar Tree, Inc., an operator of discount variety stores; Wayfair, Inc., ane-commerce retailer of home furnishings and decor; and Emerald Expositions, a company that conducts business to business trade shows. He also serves on the board of directors of a private company:Save-A-Lot, a discount grocery retailer. Mr. Naylor received a B.A. in special circumstances, directors will not be nominated for election toEconomics and Political Science and an M.B.A. from the J.L. Kellogg Graduate School of Management, Northwestern University. We believe that Mr. Naylor should serve as a member of the Board after their 75th birthday. Process for Reviewing, Identifyingdue to his executive management and Evaluating Director Nominees
The Nominatingleadership experience, including as CFO of a publicly-traded company and Corporate Governance Committee is responsible for reviewing, identifying, evaluating and recommending director nominees to the Board after considering the qualifications described above and set forth in the Company’s Governance Principles. Upon recommendation of the Nominating and Corporate Governance Committee, the Board proposes a slate of nominees to the stockholders for election to the Board. Between annual stockholder meetings, the Board may fill vacancies and newly created directorships on the Board with directors who will serve until the next annual meeting.
Other stockholders may also propose nominees for consideration by the Nominating and Corporate Governance Committee by submitting the names and other supporting information required under our Bylaws to: Corporate Secretary, Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut 06902. The Nominating and Corporate Governance Committee will apply the same standards in considering director candidates recommended by stockholders that it applies to other candidates. In addition to recommending director candidates to the Nominating and Corporate Governance Committee, stockholders may also, pursuant to procedures established in our Bylaws, directly nominate one or more director candidates to stand for election by the stockholders. For information on how to nominate a person for election as a director atof other publicly-traded companies, his extensive financial expertise and accounting background, and his considerable experience accumulated over the 2018 annual meetingcourse of stockholders, including through the proxy access right to include such nominees25 years in the Company’s proxy materials, please see the discussion under the heading “Additional Information—Stockholder Proposals for the 2018 Annual Meeting.”
18
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board consist of the Audit Committee, the Nominatingretail and Corporate Governance Committee, the MDCC, and the Risk Committee. The duties and responsibilities of these standing committees are set forth below. The Board may also establish various other committees to assist it in its responsibilities. Our Board has adopted charters for each of its standing committees. Copies of the committees’ charters are available on our website at http://investors.synchronyfinancial.com under “Corporate Governance.” Each of the standing committees reports to the Board as it deems appropriate and as the Board requests.
| | | | | | | | | Committees
| | Members
| | | | Primary Responsibilities
| | # of
Meetings
in 2016
| | | | | | Audit
| | Mr. Naylor (Chair)
Mr. Alves
Senator Snowe
| | •
| | Selecting, evaluating, compensating and overseeing the independent registered public accounting firm | | 12 | | | | •
| | Receiving reports from our internal audit, risk management and independent liquidity review functions on the results of risk management reviews and assessments, including the Company’s internal control system over operational and regulatory controls and of the adequacy of the processes for controlling the Company’s activities and managing its risk
| | | | | | | •
| | Reviewing the audit plan, changes in the audit plan, the nature, timing, scope and results of the audit, and any audit problems or difficulties and management’s response
| | | | | | | •
| | Overseeing our financial reporting activities, including our annual report, and accounting standards and principles followed (including any significant changes in such standards and principles)
| | | | | | | •
| | Reviewing and discussing with management and the independent auditor, as appropriate, the effectiveness of the Company’s internal control over financial reporting and the Company’s disclosure controls and procedures
| | | | | | | •
| | Reviewing our major financial risk exposures, the Company’s risk assessment and risk management practices and the guidelines, policies and processes for risk assessment and risk management
| | | | | | | •
| | In conjunction with the Risk Committee, overseeing our risk guidelines and policies relating to financial statements, financial systems, financial reporting processes, compliance and auditing, and allowance for loan losses
| | | | | | | •
| | Approving audit andnon-audit services provided by the independent registered public accounting firm
| | | | | | | •
| | Meeting with management and the independent registered public accounting firm to review and discuss our financial statements and other matters required to be reviewed under applicable legal, regulatory or NYSE requirements
| | | | | | | •
| | Establishing and overseeing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters
| | | | | | | •
| | Overseeing our internal audit function, including reviewing its organization, performance and audit findings, and reviewing our disclosure and internal controls
| | | | | | | •
| | Overseeing the Company’s compliance with legal, ethical and regulatory requirements (other than those assigned to other committees of the Board)
| | |
19
| | | | | | | | | Committees
| | Members
| | | | Primary Responsibilities
| | # of
Meetings
in 2016
| | | | | | Nominating and Corporate Governance
| | Senator Snowe (Chair)
Mr. Alves
Ms. Richie
| | • | | Developing, and recommending to our Board for approval, qualifications for director candidates, taking into account applicable regulatory or legal requirements regarding experience, expertise or other qualifications for service on certain of our Board’s committees | | 6 | | | | | | | | | | • | | Considering potential director nominees properly recommended by the Company’s stockholders, leading the search for other individuals qualified to become members of the Board, recommending to our Board for approval the director nominees to be presented for stockholder approval at the annual meeting, and recommending to the Board nominations for any vacancies that may arise on the Board prior to the annual meeting | | | | | | | | | | | | • | | Reviewing and making recommendations to our Board with respect to the Board’s leadership structure and the size and composition of the Board and the Board committees | | | | | | | | | | | | • | | Developing and annually reviewing our corporate governance principles, including guidelines for determining the independence of directors | | | | | | | | | | | | • | | Annually reviewing director compensation and benefits | | | | | | | | | | | | • | | Developing and recommending to the Board for its approval an annual self-evaluation process of the Board and the Board’s committees and overseeing the annual self-evaluation of our Board and its committees | | | | | | | | | | | | • | | Reviewing and, if appropriate, approving or ratifying any “transaction” between the Company and a “related person” required to be disclosed under Securities and Exchange Commission (”SEC”) rules and annually reviewing the use and effectiveness of such policy | | | | | | | | | | | | • | | Reviewing our policies and procedures with respect to political spending | | | | | | | | | | | | • | | Reviewing actions in furtherance of our corporate social responsibility | | | | | | | | | | | | • | | Reviewing and resolving any conflicts of interest involving directors or executive officers | | | | | | | | | | | | • | | Overseeing the risks, if any, related to our corporate governance structure and practices | | | | | | | | | | | | • | | Identifying and discussing with management the risks, if any, related to our social responsibility actions and public policy initiatives | | |
20
| | | | | | | | | Committees
| | Members
| | | | Primary Responsibilities
| | # of
Meetings
in 2016
| | | | | | Management Development and Compensation
| | Mr. Hartnack (Chair)
Mr. Naylor
Ms. Richie
| | • | | Assisting our Board in developing and evaluating potential candidates for executive positions, including the CEO, and overseeing our management resources, structure, succession planning, development and selection process | | 6 | | | | | | | | | | • | | Evaluating the CEO’s performance and approving and, where required, recommending for approval by the independent members of our Board, the CEO’s annual compensation, including salary, bonus and equity andnon-equity incentive compensation | | | | | | | | | | | | • | | Evaluating the performance of other senior executives and approving and, where required, recommending for approval by our Board, each senior executive’s annual compensation, including salary, bonus and equity andnon-equity incentive compensation, in each case, based on initial recommendations from the CEO | | | | | | | | | | | | • | | Reviewing and overseeing incentive compensation arrangements with a view to appropriately balancing risk and financial results in a manner that does not encourage employees to expose us or any of our subsidiaries to imprudent risks, and are consistent with safety and soundness, and reviewing (with input from our Chief Risk Officer (“CRO”) and the CRO of the Bank) the relationship among risk management policies and practices, corporate strategies and senior executive compensation | | | | | | | | | | | | • | | Reviewing and overseeing equity incentive plans and other stock-based plans | | |
21
| | | | | | | | | Committees
| | Members
| | | | Primary Responsibilities
| | # of
Meetings
in 2016
| | | | | | Risk
| | Mr. Guthrie (Chair)
Mr. Coviello
Mr. Graylin
| | • | | Assisting our Board in its oversight of our enterprise-wide risk management framework, including as it relates to credit, investment, market, liquidity, operational, compliance and strategic risks | | 10 | | | | | | | | | | • | | Reviewing and, at least annually, approving our risk governance framework, and our risk assessment and risk management practices, guidelines and policies, including significant policies that management uses to manage credit and investment, market, liquidity, operational, compliance and strategic risks | | | | | | | | | | | | • | | Reviewing and, at least annually, recommending to our Board for approval, our enterprise-wide risk appetite, including our liquidity risk tolerance, and reviewing and approving our strategy relating to managing key risks and other policies on the establishment of risk limits as well as the guidelines and policies for monitoring and mitigating such risks | | | | | | | | | | | | • | | Meeting separately, at least quarterly, with our CRO and the Bank’s CRO to discuss the Company’s risk assessment and risk management practices and related guidelines and policies | | | | | | | | | | | | • | | Receiving periodic reports from management on the metrics used to measure, monitor and manage known and emerging risks, including management’s view on acceptable and appropriate levels of exposure | | | | | | | | | | | | • | | Receiving reports from our internal audit, risk management and independent liquidity review functions on the results of risk management reviews and assessments, including the Company’s internal control system over operational and regulatory controls and of the adequacy of the processes for controlling the Company’s activities and managing its risk | | | | | | | | | | | | • | | Reviewing and approving, at least annually, the Company’s enterprise-wide capital and liquidity framework (including our contingency funding plan) for addressing liquidity needs during liquidity stress events | | | | | | | | | | | | • | | Reviewing, at least quarterly, in coordination with the Bank’s Risk Committee, the Company’s allowance for loan losses methodology, liquidity, risk appetite, regulatory capital and ratios, and internal capital adequacy assessment processes | | | | | | | | | | | | • | | Reviewing, at least quarterly, information provided by senior management to determine whether we are operating within our established risk appetite | | | | | | | | | | | | • | | Reviewing the status of financial services regulatory examinations | | | | | | | | | | | | • | | Reviewing the independence, authority and effectiveness of our risk management function and independent liquidity review function | | | | | | | | | | | | • | | Approving the appointment of, evaluating and, when appropriate, approving the replacement of the CRO | | | | | | | | | | | | • | | Reviewing the disclosure regarding risk contained in our annual and quarterly reports filed with the SEC | | |
22
Audit Committee
consumer goods industries. The Board has determined that Mr. Naylor qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of RegulationS-K,S-K. | | | | Ms. Richie, 61, has been a director since November 2015 and was anon-voting and the Board is satisfied that all members of our Audit Committee have sufficient expertise and business and financial experience necessaryobserver from July 2015 to effectively perform their dutiesNovember 2015. Ms. Richi served as membersPresident of the Audit Committee. Management Development and Compensation Committee
Each of Mr. Hartnack, Mr. Naylor andWomen’s National Basketball Association LLC, a professional sports league, from 2011 to 2015. From 2008 to 2011, Ms. Richie qualifiesserved as “outside directors” within the meaningChief Marketing Officer of Section 162(m) (“Section 162(m)”)Girl Scouts of the U.S. Internal Revenue CodeUnited States of 1986,America. From 1984 to 2008, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and member of the agency’s Operating and Diversity Advisory Boards. Ms. Richie is currently engaged by several Fortune 100 companies to advisec-suite executives on matters of personal leadership and corporate culture. She also serves on the board of directors of Bright Horizons, a publicly-traded provider of high-quality child care and early education. Ms. Richie has been recognized as amended (the “Code”)one of the 25 Most Influential Women in Business by The Network Journal, one of the Most Influential African Americans in Sports by Black Enterprise and as“non-employee directors” withinone of the meaningMost Influential Black Corporate Directors bySavoy magazine. She is the recipient of Rule16b-3 undernumerous awards including Sports Business Journal’s Game Changer Award and Ebony magazine’s Outstanding Women in Marketing and Communications Award. Ms. Richie received a B.A. in Policy Studies from Dartmouth College. Ms. Richie is a former Trustee of the Securities Exchange ActNaismith Basketball Hall of 1934, as amended (the “Exchange Act”).
BOARD OF DIRECTORS’ LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
The Board is led by ournon-executive Chair, Mr. Hartnack. We believe that having an independent director serve as thenon-executiveFame; she was named a Charter Trustee of her alma mater in 2012; and she became Chair of the Board of Trustees of Dartmouth College in 2017.
|
The Board recommends a vote FOR the following nominees for election as directors.
The Board recommends a vote FOR approval of the compensation paid to the Company’s
The Audit Committee and the Board recommend a vote
