Synchrony Financial (SYF) Earnings Call Transcript & Summary

Good morning, and welcome to the 2021 Annual Meeting of Stockholders of Synchrony Financial. I am Margaret Keane, Executive Chair of the Board of Directors of Synchrony Financial. Before I turn the call over to Brian Doubles, Synchrony's President and CEO, I would like to again thank Rick Hartnack, who served as the first Chairman of Synchrony's Board until April of this year. Rick's wise counsel, strong values and decisive leadership have been invaluable. He has left an indelible mark on Synchrony. I would also like to say that Jeff Naylor, our Lead Independent Director, is with us today on this webcast. Jeff has also been with us from day one. And his insight and deep expertise will continue to benefit the company. I will now turn it over to Brian.

Thank you, Margaret. Under your leadership, we built Synchrony into a differentiated and agile company that always lives by its values. Last year brought challenges, the likes of which we have never before experienced. And I am proud of how we came together as an organization to help our employees, our partners, our customers and communities. I would also like to thank our employees for their tireless work during these challenging times. While we are hopeful that the worst is over, we recognize that the pandemic is ongoing, and we want all of our employees to know that we will continue to do everything we can to support you and your families. The meeting is now called to order. On behalf of our directors, officers and employees, I want to thank you for joining us at our Seventh Annual Meeting of Stockholders. I will now turn the meeting over to our Corporate Secretary, Jonathan Mothner, for the formal business of the meeting.

Thank you, Brian. Good morning, everyone. With us on the webcast today is our Board of Directors, members of our senior management team, representatives of our independent registered public accounting firm, KPMG LLP, and Doug Czarnecki, who will act as our Inspector of Elections. As required by law, Mr. Czarnecki has taken the signed oath of Inspector of Election. Before turning to the formal items of business, we would like to make several announcements related to the meeting. Rules of conduct for the meeting are available on the website and on our meeting website. The record date for determining stockholders entitled to vote at the meeting is March 25, 2021. A certified list of stockholders entitled to vote is available at the offices of the company and during this meeting on the virtual meeting site. As of the record date, 581,533,475 of the company's common shares were outstanding, each share being entitled to 1 vote on all matters properly brought before the meeting. Notice was mailed out on or before April 6, 2021, to each of the holders of record on the record date. The count of shares taken immediately prior to the meeting shows that over 87% of the outstanding shares are represented in person or by proxy. A quorum being present, we may now proceed with the business of the meeting. Any stockholder may submit questions while the meeting is in progress. Before the polls are closed, we will answer questions submitted by stockholders. We are here today to consider and vote upon the following matters, each of which is described in detail in our proxy statement. First, the election of each of Margaret Keane, Brian Doubles, Fernando Aguirre, Paget Alves, Arthur Coviello Jr., William Graylin, Roy Guthrie, Jeffrey Naylor, Bill Parker, Laurel Richie, Olympia Snowe and Ellen Zane as a Director of the company. Second, an advisory vote to approve our named executive officers' compensation. Third, a vote to select the frequency of the vote to approve our named executive officers' compensation in an advisory vote. And fourth, a vote to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for 2021. The polls for voting on all matters are hereby open. You may vote your shares by clicking the Vote Here button on your screen. You will need the control number provided in your proxy in order to vote your shares online. If you've already given your proxy to management, you need not vote again because the person designated as proxies will vote for you. If you wish to rescind your proxy or change your vote, you may do so now. At this time, I would like to read a brief -- a legal disclaimer. It is possible that our responses to your questions will include forward-looking statements. These statements are subject to risks and uncertainty, and actual results may differ materially. We list the factors that might cause actual results to differ materially in our SEC filings, which are available on our website. We may also refer to non-GAAP financial measures in discussing the company's performance. You can find a reconciliation of these measures to GAAP financial measures in our SEC filings. We will now allow -- we will now pause to allow stockholders to vote. [Voting]

If you've logged into our meeting with your control number and you wish to ask a question of our Board of Directors, management or independent accounting firm, you may do so now by typing your questions into the box at the bottom of the screen.

We have a question. I will read the question and then I will indicate who will be responding to it. This question is directed toward our Compensation Executive SVP, Aaron Brown, for compensation and benefits. I will read the question. Today's public company executive compensation plans are largely formulaic, peer-related plans with simplistic annual say-on-pay voting reinforcing plan homogeneity. As a say-on-pay frequency vote is taken at the meeting today, could you speak to whether Synchrony Financial may be better served by an executive compensation plan tailored specifically to the company's particular circumstances and its unique long-term strategic business plan? Thank you.

So our long-term incentives are more than half, based on a 3-year performance share program that balances both absolute performance and relative performance. And in 2019, we added a relative total shareholder return to the program. And we feel that TSR, the relative TSR metric as well as the absolute metrics of earnings per share and return on equity give a -- are well aligned to the interest of both the shareholders as well as the strategy, the long-term strategy of the company.

We have received another question. This one is directed to our Chairwoman, Margaret Keane. I'll read the question. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board would use to balance the interests of varied stakeholders as it develops and implements the company's long-term business strategy?

Thank you, Jon. Sure. We take all stakeholders into consideration as we lay out our strategic plan. And I think most evident -- the biggest evidence of this is actually how we handled ourselves through the pandemic, where we had to make both short- and long-term decisions from a strategy perspective for our business as well as ensuring -- and we worked really hard on this, on protecting our employees and their safety as well as making sure we helped our customers and partners as they manage through the pandemic. So our view is that all stakeholders are important, and all of them are ones that we address as we think about our plans for the future.

Thank you, Margaret. The polls are now officially closed. This concludes the voting portion of the meeting. At this time, I would like to announce the preliminary results of the voting. I'm pleased to report that each of the 11 director nominees has been elected to serve as a member of the Board of Directors until the annual meeting in 2021 (sic) [ 2022 ] or until his or her successor is duly elected and qualified. Regarding the second proposal, I can confirm that the stockholders have approved the compensation of our named executive officers in an advisory vote. Regarding the third proposal, I can confirm that the stockholders have selected every year as the frequency of the advisory vote to approve our named executive officers' compensation. Regarding the fourth proposal, I can confirm that the stockholders have ratified the selection of KPMG LLP as the company's independent registered public accounting firm for 2021. Thank you for participating, and I wish you and your families all the very best as we continue to deal with this very difficult pandemic situation. The meeting is now adjourned.