Table of ContentsTABLE OF CONTENTS

    2        Synchrony  •  2020 Annual Meeting and Proxy Statement

Synchrony  •  2020 Annual Meeting and Proxy Statement        3    

Proxy Summary

2017 Performance Highlights

We performed well in 2017 compared to goals established by the Management Development and Compensation Committee (the “MDCC”) of our Board of Directors (the “Board”) at the beginning of the year as well as to our direct peers (Discover Financial Services, Capital One and American Express). We generated solid financial performance, growing our core business through all three of our sales platforms (Retail Card, Payment Solutions and CareCredit). We grew loan receivables by 7% over 2016, increased net interest income by 11% over 2016 and beat our target efficiency ratio of approximately 32%. We renewed more than 15 key relationships and forged more than 20 new deals including with PayPal Holdings, Inc. (“PayPal”), which we expect will become one of our five largest partner programs. We maintained a strong balance sheet with robust capital and liquidity levels and diversified funding sources, growing deposits by $4.4 billion at December 31, 2017 as compared to deposits at December 31, 2016. We reported net earnings of $1.9 billion and, excluding the impact of the Tax Cuts and Jobs Act of 2017 (“Tax Act”), we reported adjusted net earnings of $2.1 billion.¹

Loan Receivables Grew		Net Interest Income Increased		Efficiency Ratio*		Deposits Grew
7%		11%		30.3%		$4.4B

*For Synchrony, Efficiency Ratio represents (i) other expense, divided by (ii) net interest income, after retailer share arrangements, plus other income.

Proxy Summary

Executive Compensation

Target Pay

The MDCC reviews our compensation practices prior to making any decision on target pay and mix of pay, including (i) a detailed benchmarking study of peer compensation data, (ii) a pay for performance analysis comparing our compensation to our peers’ and to alignment with our performance, and (iii) a review of our executives’ stock ownership.

Ms. Keane received no increase in any component of her target total pay for 2018, and our other NEOs (as defined below) received no increases in their base salary and target annual cash incentive pay for 2018.

The chart below shows the target pay for our NEOs for 2017:

Mix of Pay

The mix of target pay as of the end of 2017 for our CEO and CFO is shown below.

Proxy Summary

Compensation Practices

The MDCC of the Board, which consists solely of independent directors, has implemented the following best practices with respect to executive compensation:

What we do:
✔		Substantial portion of executive pay based on performance against goals set by the MDCC;MDCC						No hedging or pledging of Company stock
✔		Risk governance framework underlies compensation decisions;decisions						No employment agreements for executive officers
✔		Stock ownership requirements for executive officers;officers						No taxgross-ups for executive officers
✔		Minimum vesting of 12 months for any options or stock appreciation rights;rights						No discretion to accelerate the vesting of awards
✔		Minimum vesting of 12 months for any restricted stock or RSUs;
✔units (“RSUs”)		Limited perquisites;
✔		Use of peer company benchmarking;
✔		Double-trigger vesting of equity and long-term incentive plan awards upon change in control;
✔		Compensation subject to claw-back in the event of misconduct;
✔		One-year“Say-on-Pay” frequency; and
✔		Independent compensation consultant advises the MDCC.

What we don’t do:
Ò		No hedging or pledging of company stock;
Ò		No employment agreements for executive officers;
Ò		No taxgross-ups for executive officers;
Ò		No backdating or repricing of stock option awards;
Ò		No discretion to accelerate the vesting of awards;
Ò		No cash buyouts of stock options or stock appreciation rights with exercise prices that are notin-the-money;in-the-money
Ò		Compensation subject to clawback in the event of misconduct and expanded to “no fault” in the case of financial restatements for all NEOs						No payout of dividends on unvested equity prior to the vesting date;date
Ò		Limited perquisites						No automaticbackdating or guaranteed annual salary increases;repricing of stock option awards
Ò		No guaranteed bonuses or long-term incentive awards;Use of peer company benchmarking, targeting median among peers with additional consideration based on the size, scope and impact of role, market data, leadership skills, length of service and both company and individual performance and contributions
Ò		No Board discretion to accelerateDouble-trigger vesting of equity awards;and long-term incentive plan awards upon change in control
		ÒOne-year“Say-on-Pay” frequency		No cash buyouts of underwater stock options; and
		Independent compensation consultant advises the MDCC
		ÒUpdated: Include relative performance metric by applying a Total Shareholder Return modifier to our long-term performance awards that will be linked to stockholder returns relative to peers		No payout of dividends on unvested equity prior to vesting date.

Synchrony  •  2020 Annual Meeting and Proxy Statement        9      

Proxy Summary

Board’s Role in Strategy—The Board actively oversees the Company’s strategic direction and the performance of our business and management. On an annual basis, the Board conducts an intensive,multi-day review of the Company’s short-, medium- and long-term strategic plan, taking into consideration economic, consumer, technology and other significant trends, as well as developments in the industry and regulatory initiatives. The Board’s input is then incorporated into the strategic plan and approved at the subsequent Board meeting. The output of these meetings provides the strategic context for the Board’s discussions at its meetings throughout the next year, including regular updates and feedback from the Board on the Company’s progress on its strategic plan and deep dives on developments in important areas such as cyber security and innovation.security. In addition, the Board regularly discusses and reviews feedback on strategy from our stockholders and other stakeholders.stakeholders, and often engages with internal and external experts and advisors to ensure our strategy reflects the latest competitive landscape.

CommitmentAt the 2019 annualthree-day strategy meeting, the Board worked with management to Diversitybuild a strategic plan focusing on growing the core and diversifying the business. We are pleased to share the Company’s progress executing this plan:

Corporate Governance

ItemITEM 1—Election of DirectorsELECTION OF DIRECTORS

The Board currently consists of nine directors: our President and CEO, Margaret M. Keane, and eight directors who are “independent” under the listing standards of the New York Stock Exchange (“NYSE”) and our own independence standards set forth in our Governance Principles. The independent directors are Paget L. Alves, Arthur W. Coviello, Jr., William W. Graylin, Roy A. Guthrie, Richard C. Hartnack, Jeffrey G. Naylor, Laurel J. Richie and Senator Olympia J. Snowe (together, the “Independent Directors”). Under our Bylaws, our directors will be elected annually by a majority vote in uncontested elections. As discussed under “Committees of the Board of Directors” below, our Nominating and Corporate Governance Committee is responsible for recommending to our Board, for its approval, the director nominees to be presented for stockholder approval at the Annual Meeting.

Nominees for Election to the Board of Directors

Each of the nine director nominees listed below is currently a director of the Company.

The following biographies describe the business experience of each director nominee. Following the biographical information for each director nominee, we have listed specific qualifications that the Board considered in determining whether to recommend that the director be nominated for election at the Annual Meeting.

If elected, each of the director nominees is expected to serve for a term of one year or until their successors are duly elected and qualified. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate.

Corporate Governance

Board Qualifications

The Board currently consists of 11 directors: our CEO, Margaret M. Keane, and 10 directors who are “independent” under the listing standards of the New York Stock Exchange (“NYSE”) and our own independence standards set forth in our Governance Principles. The independent directors are Fernando Aguirre, Paget L. Alves, Arthur W. Coviello, Jr., William W. Graylin, Roy A. Guthrie, Richard C. Hartnack, Jeffrey G. Naylor, Laurel J. Richie, Senator Olympia J. Snowe and Ellen M. Zane (together, the “Independent Directors”). Under our Bylaws, our directors will be elected annually by a majority vote in uncontested elections. As discussed under “Committees of the Board of Directors” below, our Nominating and Corporate Governance Committee is responsible for recommending to our Board, for its approval, the director nominees to be presented for stockholder approval at each annual meeting. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS Each of the 11 director nominees listed below is currently a director of the Company. The following biographies describe the business experience of each director nominee. Following the biographical information for each director nominee, we have listed specific qualifications that the Board considered in determining whether to recommend that the director be nominated for election at the Annual Meeting. If elected, each of the director nominees is expected to serve for a term of one year or until their successors are duly elected and qualified. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate.

Corporate Governance

Board Qualifications

Corporate Governance

Board Qualifications

Corporate Governance

Board Qualifications

Corporate Governance

The “First Line of Defense” is comprised of the business areas whoseday-to-day activities involve decision-making and associated risk-takingrisk taking for the Company. As the business owner, the first line is responsible for identifying, assessing, managing and controlling that risk, and for mitigating our overall risk exposure. The first line formulates strategy and operates within the risk appetite and risk governance framework. The “Second Line of Defense,” also known as the independent risk management organization, provides oversight of first line risk-takingrisk taking and management. The second line assists in determining risk capacity, risk appetite, and the strategies, policies and structure for managing risks. The second line owns the risk governance framework. The “Third Line of Defense” is comprised of Internal Audit. The third line provides independent and objective assurance to senior management and to the Board and Audit Committee that first and second line risk management and internal control systems and its governance processes are well-designed and working as intended.

Attendance at MeetingsATTENDANCE AT MEETINGS

It is our policy that each director is expected to dedicate sufficient time to the performance of his or her duties as a director, including by attending meetings of the stockholders, and meetings of the Board and Board committees of which he or she is a member.

In 2017,2019, the Board held 9nine meetings, including regularly scheduled and special meetings. All directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods for which he or she has served). All directors attended the 20172019 Annual Meeting of Stockholders.

Corporate Governance

Code of ConductCODE OF CONDUCT

We have adopted a Code of Conduct that applies to anyone who works for or represents Synchrony, including all directors, officers and employees. A copy of this code is available on our website at http://investors.synchronyfinancial.com under “Corporate Governance.” If we make any substantive amendments to this code or grant any waiver from a provision to our CEO, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website or in a Current Report onForm8-K.

Governance PrinciplesGOVERNANCE PRINCIPLES

Our Governance Principles provide the framework for the governance of the Company. The Nominating and Corporate Governance Committee is responsible for developing and implementing our Governance Principles, periodically reviewing such Governance Principles and recommending any proposed changes to the Board for approval. A copy of our Governance Principles is available on our website at http://investors.synchronyfinancial.cominvestors. synchrony.com under “Corporate Governance.”

Section 16(a) Beneficial Ownership Reporting Compliance

Based upon a review of our records, we believe that all reports required to be filed by our directors, officers and holders of more than 10% of our common stock pursuant to Section 16(a) of the Exchange Act during 2017 were filed on a timely basis, except for one late Form 4 filed by Mr. Whynott reporting the withholding of shares for tax purposes and a Form 5 reporting dividend equivalent units received by each Section 16 Filer (as defined below) in connection with six dividend payments.

Management Development and Compensation Committee Interlocks and Insider ParticipationMANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company’s MDCC are Mr. Hartnack, Mr. Aguirre, Mr. Naylor and Ms. Richie. None of Mr. Hartnack, Mr. Aguirre, Mr. Naylor and Ms. Richie was, during 20172019 or previously, an officer or employee of the Company or any of its subsidiaries. During 2017,2019, there were no compensation committee interlocks required to be disclosed. In addition, no member of the MDCC had any relationship requiring disclosure under Item 404 of RegulationS-K under the Exchange Act.

Compensation Matters

ManagementMANAGEMENT

The following table sets forth certain information concerning our executive officers (other than Ms. Keane): Alberto Casellas, Brian D. Doubles, Henry F. Greig, Neeraj Mehta, David P. Melito, Jonathan S. Mothner, Paul Whynott, David P. Melito, Thomas M. Quindlen, Brian J. Wenzel Sr. and David Fasoli (together with the Board, the “Section 16 Filers”), as well Glenn P. Marino, who retired from his position as of January 1, 2018 and is currently serving in anon-executive officer role at Synchrony to assist in the transition of his duties.Paul Whynott. For information concerning Ms. Keane, see “Corporate Governance—Election of Directors.”