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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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NOTICE OF

2015 ANNUAL MEETING

OF STOCKHOLDERS

Time and Date:     11:00 a.m., Eastern Time, May 21, 2015

Website Address: www.virtualshareholdermeeting.com/SYF2015

Dear Stockholders:

You are invited to attend Synchrony Financial’s 2015 Annual Meeting of Stockholders to be held on May 21, 2015 at 11:00 a.m., Eastern Time, for the following purposes:

The meeting will be held as a virtual meeting, accessible to our stockholders at the following website address: www.virtualshareholdermeeting.com/SYF2015. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and Synchrony Financial. Hosting a virtual meeting will enable increased stockholder attendance and participation because stockholders can participate from any location.

To participate in the meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (a “Notice”), on your proxy card or in the instructions that accompanied your proxy materials. The meeting will begin promptly at 11:00 a.m., Eastern Time. Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow for time to complete the online check-in procedure. You are eligible to vote if you were a stockholder of record at the close of business on March 26, 2015. Whether or not you plan to attend the meeting, please submit your proxy by mail, internet or telephone to ensure that your shares are represented at the meeting.

		Sincerely,
		Jonathan S. Mothner
		Executive Vice President, General Counsel and Secretary

April 6, 2015

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SYNCHRONY FINANCIAL

777 Long Ridge Road

Stamford, Connecticut 06902

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 21, 2015

We are furnishing this proxy statement to stockholders in connection with Synchrony Financial’s solicitation of proxies on behalf of the Board of Directors (the “Board”) for the 2015 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on May 21, 2015, at 11:00 a.m., Eastern Time, and any postponement or adjournment thereof. Distribution of this proxy statement and a proxy form to stockholders is scheduled to begin on or about April 6, 2015. This proxy statement describes the matters on which you are entitled to vote as a stockholder of the Company and is designed to assist you in voting your shares. In this proxy statement, references to the “Company” and to “Synchrony” are to Synchrony Financial.

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING

VOTING INFORMATION

Who is entitled to vote at the Annual Meeting?

Holders of our common stock as of the close of business on the record date, which is March 26, 2015, are entitled to notice of, and to vote at, the Annual Meeting. As of March 30, 2015, there were 833,764,589 shares of our common stock outstanding and entitled to vote at the Annual Meeting, with each share entitled to one vote.

How do I vote at the Annual Meeting?

Stockholders of record can vote in one of four ways:

Voting instructions (including instructions for both telephonic and internet voting) are provided on the Notice and the proxy card. The telephone and internet voting procedures are designed to authenticate stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholders’ instructions have been recorded properly. A control number, located on the Notice and the proxy card, will identify stockholders and allow them to submit their proxies and confirm that their voting instructions have been properly recorded.

If your shares are held through a bank, broker, fiduciary or custodian, please follow the voting instructions on the form you receive from such institution.

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What if my shares of the Company’s common stock are held for me by a broker?

If you are the beneficial owner of shares held for you by a broker, your broker must vote those shares in accordance with your instructions. If you do not give voting instructions to your broker, your broker may vote your shares for you on the ratification of the appointment of KPMG but will not be permitted to vote your shares on any of the other matters. If you do not provide voting instructions on these matters, including the election of the director nominees named herein, the shares will be considered “broker non-votes” with respect to such matter.

What if I do not vote or do not indicate how my shares should be voted on my proxy card?

If a stockholder does not return a signed proxy card or submit a proxy by telephone or the internet, and does not attend the meeting and vote, his or her shares will not be voted. Shares of our common stock represented by properly executed proxies received by us and not subsequently revoked will be voted at the Annual Meeting in accordance with the instructions contained therein.

If you submit a properly completed proxy but do not indicate how your shares should be voted on a proposal, the shares represented by your proxy will be voted as the Board recommends on such proposal. In addition, if any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy card will have discretion to vote in their best judgment on such matter.

How can I change my votes or revoke my proxy after I have voted?

Any proxy signed and returned by a stockholder or submitted by telephone or via the internet may be revoked or changed at any time before it is exercised by mailing a written notice of revocation or change to our Corporate Secretary at Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut, 06902 or by executing and delivering a later-dated proxy (either in writing, by telephone or via the internet).

Will my votes be publicly disclosed?

No. Stockholder proxies, ballots and tabulations that identify individual stockholders are not publicly disclosed and are available only to the inspector of election and certain employees, who are obligated to keep such information confidential.

What if other matters come up during the Annual Meeting?

If any other matters properly come before the meeting, including a question of adjourning or postponing the meeting, the persons named in the proxies or their substitutes acting thereunder will have discretion to vote on such matters in accordance with their best judgment.

What constitutes a quorum at the Annual Meeting?

The presence at the Annual Meeting, in person or represented by proxy, of the holders of a majority in voting power of the outstanding capital stock entitled to vote at the Annual Meeting is required to constitute a quorum to transact business at the Annual Meeting. Abstentions and broker non-votes will be counted toward the establishment of a quorum.

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How many votes are required to approve each matter to be considered at the Annual Meeting?

Who will count the vote?

Votes will be tabulated by Broadridge. The Board has appointed a representative of Broadridge to serve as the Inspector of Elections.

Will a list of stockholders be made available?

We will make a list of stockholders available for ten days prior to the Annual Meeting at our offices located at 777 Long Ridge Road, Stamford, Connecticut, 06902. Please contact Synchrony Financial’s Corporate Secretary by telephone at 203-585-2400 if you wish to inspect the list of stockholders prior to the Annual Meeting. This list will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/SYF2015.

PROXY SOLICITATION AND DOCUMENT REQUEST INFORMATION

Why did I receive a Notice of Internet Availability of Proxy Materials instead of printed proxy materials?

The Securities and Exchange Commission (the “SEC”) permits companies to furnish proxy materials to stockholders by providing access to these documents over the internet instead of mailing printed copies, which can reduce costs of printing and impact on the environment. Accordingly, we have mailed a Notice to some of our stockholders. All stockholders can access our proxy materials on the internet website referred to in the Notice. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions for obtaining such materials included in the Notice.

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Multiple individuals residing at my address are beneficial owners of the Company’s common stock, so why did we receive only one mailing?

The SEC permits companies to deliver a single Notice or set of Annual Meeting materials to an address shared by two or more stockholders. This delivery method is referred to as “householding.” We have delivered only one such Notice or set of Annual Meeting materials to some stockholders who share an address, unless we received contrary instructions from the affected stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of such Notice or Annual Meeting materials to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of such Notice or Annual Meeting materials, please contact our Corporate Secretary by telephone at (203) 585-2400 or in writing at Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut 06902.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices or Annual Meeting materials for your household, please contact the Company at the above phone number or address.

Who pays to prepare, mail and solicit the proxies?

We will bear the costs of solicitation of proxies for the Annual Meeting, including preparation, assembly, printing and mailing of the Notice, this proxy statement, the annual report, the proxy card and any additional information furnished to stockholders. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding any solicitation materials to such beneficial owners. However, we do not reimburse or pay additional compensation to our own directors, officers or other employees for soliciting proxies.

INFORMATION ABOUT ATTENDING THE 2015 ANNUAL MEETING

How can I attend the Annual Meeting?

Stockholders as of the record date and/or their authorized representatives are permitted to attend our Annual Meeting. The Annual Meeting will be conducted entirely over an internet website, at the following address: www.virtualshareholdermeeting.com/SYF2015. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. Hosting a virtual meeting will enable increased stockholder attendance and participation because stockholders can participate from any location. You may attend the Annual Meeting, vote and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/SYF2015 and using your 16-digit control number to enter the meeting.

CORPORATE GOVERNANCE

ITEM 1—ELECTION OF DIRECTORS

General Electric Company (“GE”), through its subsidiaries, General Electric Capital Corporation (“GECC”) and GE Consumer Finance, Inc., currently beneficially owns 84.6% of our outstanding common stock, and the composition of our Board reflects the fact that we are a majority-owned subsidiary of GE. The Board currently consists of nine directors: our Chief Executive Officer, Margaret M. Keane; four current officers of GE, Daniel O. Colao, Alexander Dimitrief, Anne Kennelly Kratky and Dmitri L. Stockton; one former officer of GE, William H. Cary; and three directors who are “independent” under the listing standards of the New York Stock Exchange (“NYSE”) and our own independence standards, Roy A. Guthrie, Richard C. Hartnack and Jeffrey G. Naylor. Messrs. Hartnack, Guthrie and Naylor were selected by GE following an extensive search conducted with the assistance of a third party search firm and a review by GE and Synchrony of these individuals’ experience, qualifications, attributes, skills and independence from both companies.

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Under our Amended and Restated Bylaws (our “Bylaws”), our directors will be elected annually by plurality vote. As discussed under “Committees of the Board of Directors” below, our Nominating and Corporate Governance Committee is responsible for recommending to our Board, for their approval, the director nominees to be presented for stockholder approval at the Annual Meeting. Our Nominating and Corporate Governance Committee and our Board must consider for approval in good faith each person designated by GECC for nomination for election to the Board, applying the same standards as shall be applied for the consideration of other proposed nominees for election as directors. We are required to recommend and solicit proxies in favor of, and to otherwise use our best efforts to cause the election of, each person designated by GECC whose nomination has been approved. In the event that the committee or the Board does not approve the nomination of any person designated by GECC, GECC shall have the right to designate an alternative person for consideration.

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.

The Board recommends a vote FOR the following nominees for election as directors.

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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. 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.

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 by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will recommend to the Board the action, if any, to be taken with respect to the resignation. The Board does

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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 Board self-evaluation process described below will be an important determinant for board tenure. Except in special circumstances, directors will not be nominated for election to the Board after their 75th birthday.

Process for Reviewing, Identifying and Evaluating Director Nominees

The Nominating 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 consistent with the Master Agreement (as defined below). Between annual stockholder meetings, and consistent with the Master Agreement, the Board may fill vacancies and newly-created directorships on the Board with directors who will serve until the next annual meeting. The Master Agreement gives GECC the right to designate persons for nomination for election to the Board as follows:

The foregoing designation rights will terminate, however, at such time as the Federal Reserve Board determines that GE no longer controls the Company and releases GE from savings and loan holding company registration (the “GE SLHC Deregistration”).

In the event that, with GECC’s approval, the size of the Board is changed, GECC will have the right to designate a proportional number of persons for nomination for election to the Board (rounded up to the nearest whole number).

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.

Board Observers

Since January 1, 2015, former United States Senator Olympia Snowe has served as a non-voting observer to the Board. Senator Snowe will continue as a Board observer until we complete our separation from GE, at which time she is expected to join the Board as an independent director. The Company compensates Senator Snowe as a Board observer at an annual rate of $160,000 payable quarterly and reimburses Senator Snowe for her reasonable travel and other expenses in accordance with the Company’s expense reimbursement policy. We are in the process of identifying other director candidates to serve as Board observers in order to ensure an orderly transition upon our separation

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from GE, at which time we expect the directors designated by GECC to resign from the Board. Aside from attending and observing the Board meetings, Senator Snowe has not provided, and will not provide, any services to the Company.

Status as a “Controlled Company” under NYSE Listing Standards

Our common stock is listed on the NYSE and, as a result, we are subject to the NYSE’s corporate governance listing standards. A listed company that meets the NYSE’s definition of “controlled company” (i.e., a company of which more than 50% of the voting power is held by a single entity or group) may elect not to comply with certain of these requirements. Consistent with this, the Master Agreement provides that, so long as GE beneficially owns more than 50% of our outstanding common stock and we are therefore a “controlled company,” we will elect not to comply with the corporate governance standards of the NYSE requiring: (i) a majority of independent directors on the board of directors, (ii) a fully independent corporate governance and nominating committee and (iii) a fully independent compensation committee. As discussed below, six of our nine directors, including one member of the board of directors’ Nominating and Corporate Governance Committee and one member of the board of directors’ Management Development and Compensation Committee (the “Company’s MDCC”), do not qualify as “independent directors” under the applicable rules of the NYSE.

COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of the Board consist of an Audit Committee, a Nominating and Corporate Governance Committee, a Management Development and Compensation Committee, and a 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 www.investors.synchronyfinancial.com. Each of the standing committees reports to the Board as they deem appropriate and as the Board requests.

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Audit Committee

The Board has determined that Mr. Naylor qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K, and the Board is satisfied that all members of our Audit Committee have sufficient expertise and business and financial experience necessary to effectively perform their duties as members of the Audit Committee.

Each of Messrs. Naylor, Guthrie and Hartnack meets the definition of an “independent director” for purposes of serving on an audit committee under NYSE listing standards and the Company’s independence guidelines.

Mr. Guthrie serves on the audit committees of four public companies other than the Company. The Board has determined that Mr. Guthrie’s service on five audit committees does not and will not impair his ability to effectively serve on the Company’s Audit Committee.

Nominating and Corporate Governance Committee

Under the Master Agreement, so long as GE beneficially owns more than 50% of our outstanding common stock, the Nominating and Corporate Governance Committee will be comprised of three directors, one of whom will be designated by GECC from among the directors it has designated for nomination and two of whom will be “independent” under NYSE listing standards and the Company’s independence guidelines. When GE beneficially owns 50% or less of our outstanding common stock, the Nominating and Corporate Governance Committee will be comprised of three directors, each of whom will be “independent” under NYSE listing standards and the Company’s independence guidelines.

Messrs. Hartnack and Guthrie meet the definition of an “independent director” for purposes of serving on a nominating and corporate governance committee under NYSE listing standards and the Company’s independence guidelines. Mr. Dimitrief does not meet the definition of an “independent director” under such standards and guidelines.

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Management Development and Compensation Committee

Under the Master Agreement, so long as GE beneficially owns more than 50% of our outstanding common stock, the Company’s MDCC will be comprised of three directors, one of whom will be designated by GECC from among the directors it has designated for nomination, and two of whom will be “independent” under NYSE listing standards and the Company’s independence guidelines. When GE beneficially owns 50% or less of our outstanding common stock, the Company’s MDCC will be comprised of three directors, each of whom will be “independent” under NYSE listing standards and the Company’s independence guidelines within the time period permitted for such a transition by the NYSE. At all times, at least two members of the Company’s MDCC will qualify as both an “outside director” within the meaning of Section 162(m) (“Section 162(m)”) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

A discussion and analysis of the compensation decisions regarding the executive officers named in the Summary Compensation Table appears in this proxy statement in the section entitled “Compensation Discussion and Analysis.”

Messrs. Hartnack and Naylor meet the definition of an “independent director” for purposes of serving on a compensation committee under NYSE listing standards and the Company’s independence guidelines and qualify as “outside directors” within the meaning of Section 162(m) of the Code and as “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act. Mr. Cary does not meet the definition of an “independent director” under such standards and guidelines.

Risk Committee

Under the Master Agreement, until the GE SLHC Deregistration, the Risk Committee will be comprised of three directors, one of whom will be designated by GECC from among the directors it has designated for nomination and two of whom will be “independent” under NYSE listing standards and the Company’s independence guidelines.

Messrs. Guthrie and Naylor meet the definition of an “independent director” under NYSE listing standards and the Company’s independence guidelines. Ms. Kratky does not meet the definition of an “independent director” under such standards and guidelines.

BOARD OF DIRECTORS’ LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

The Board is led by Mr. Hartnack. We believe that having an independent director serve as the non-executive Chairman of the Board is in the best interests of our stockholders in light of the fact that we are a newly public company as well as a “controlled company,” with GE as our majority stockholder. The separation of roles allows our Chairman to focus on the organization and effectiveness of the Board and any potential conflicts of interest with GE that require review by the Board’s independent members. At the same time, it allows our Chief Executive Officer to focus on executing our strategy and managing our operations, performance and risk.

We manage our enterprise risk using an integrated framework that includes Board-level oversight, administration by a group of cross-functional management committees, and day-to-day implementation by a dedicated risk management team led by the CRO. The Board is responsible for approving the Company’s enterprise-wide risk appetite statement and framework, as well as certain other risk management policies, and oversees the Company’s strategic plan and enterprise-wide risk management program.

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The Board regularly devotes time during its meetings to review and discuss the most significant risks facing the Company, and management’s responses to those risks. During these discussions, the Chief Executive Officer, the Chief Financial Officer, the CRO, the General Counsel and other members of senior management present management’s assessment of risks, a description of the most significant risks facing the Company and any mitigating factors and plans or practices in place to address and monitor those risks. The Board has also delegated certain of its risk oversight responsibilities to its committees.

The Risk Committee of the Board has responsibility for the oversight of our risk management program, and three other board committees have other oversight roles with respect to risk management. Several management committees and subcommittees have important roles and responsibilities in administering our risk management program. This committee-focused governance structure provides a forum through which risk expertise is applied cross-functionally to all major decisions, including development of processes, policies and controls used by the CRO and risk management team to execute our risk management philosophy. Our enterprise risk management philosophy is to ensure that all relevant risks in our business activities are appropriately identified, measured, monitored and controlled. Our approach in executing this philosophy focuses on leveraging our strong credit risk culture to drive enterprise risk management using a strong governance framework, a comprehensive enterprise risk assessment program and an effective risk appetite framework.

Responsibility for risk management flows to individuals and entities throughout our Company, including our Board, various board and management committees and senior management. We believe our credit risk culture has facilitated, and will continue to facilitate, the evolution of an effective risk presence across the Company.

ATTENDANCE 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, Board and committees of which he or she is a member.

In 2014, the Board held 11 meetings, including regularly scheduled and special meetings. All incumbent 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).

MEETINGS OF NON-MANAGEMENT AND INDEPENDENT DIRECTORS

In accordance with our Governance Principles, at the conclusion of every Board meeting, the Board has an executive session without any management directors present. Periodically (and at least annually), the independent directors have executive sessions without any non-independent directors present. The Chairman of the Board presides at executive sessions. During executive sessions, the non-management directors or independent directors, as the case may be, have complete access to Company personnel as they may request.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders who would like to communicate with the Board or its committees may do so by writing to them via the Company’s Corporate Secretary by email at corporate.secretary@synchronyfinancial.com or by mail at Synchrony Financial, 777 Long Ridge Road, Stamford, Connecticut 06902 or by calling them by phone at (800) 275-3301.

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All communications directed to the Board, the Chairman of the Board or any other members of the Board are initially reviewed by our Ombuds Leader. Any communications that allege or report fiscal improprieties or complaints about internal accounting controls or other accounting or auditing matters are immediately forwarded to the Chair of the Audit Committee and the General Counsel and Corporate Secretary and Chief Audit Executive, and after consultation with the Chair of the Audit Committee, may be sent to the other members of the Audit Committee. Any communications that raise legal, ethical or compliance concerns about the Company’s policies or practices are immediately forwarded to the General Counsel and Corporate Secretary and Chief Compliance Officer. The Chairman of the Board is advised promptly of any such communication that alleges misconduct on the part of the Company’s management or raises legal, ethical or compliance concerns about the Company’s policies or practices and that the General Counsel and Corporate Secretary or Chief Compliance Officer believes may be credible, and after consultation with the Chairman of the Board, such communication may be reported to the other members of the Board or to a committee of the Board. On a quarterly basis, the Chairman of the Board receives updates on other communications from stockholders that raise issues related to the affairs of the Company but do not fall into the two prior categories. The Chairman of the Board determines which of these communications he would like to see.

Typically, the Ombuds Leader will not forward to the Company’s directors communications from stockholders or other communications that are of a personal nature or not related to the duties and responsibilities of the Board, including: junk mail and mass mailings; routine customer service complaints; human resources matters; service suggestions; resumes and other forms of job inquiries; opinion surveys and polls; business solicitations; or advertisements.

CODE 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 www.investors.synchronyfinancial.com. If we make any substantive amendments to this code or grant any waiver from a provision to our chief executive officer, 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 on Form 8-K.

GOVERNANCE PRINCIPLES

We have adopted Governance Principles, which provide the framework for the governance of the Company. The Nominating and Corporate Governance Committee is responsible for developing and implementing our Governance Principles and 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 www.investors.synchronyfinancial.com.

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 2014 were filed on a timely basis.

MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company’s MDCC are Messrs. Cary, Hartnack and Naylor. During 2014, Mr. Cary was an officer of GECC. Neither Mr. Hartnack nor Mr. Naylor was, during 2014 or previously, an officer or employee of GE, the Company or any of their respective subsidiaries. In addition, during 2014, there were no compensation committee interlocks required to be disclosed.

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COMPENSATION MATTERS

ITEM 2—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14A of the Exchange Act, we are asking stockholders to approve the compensation paid to our named executive officers, as disclosed in this proxy statement on pages 22 to 51 (the “Say on Pay Vote”). Although the voting results are not binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters, and the Board and the Company’s MDCC will consider the voting results when evaluating our executive compensation program.

We believe that our executive compensation program aligns the interests of the Company’s executives and other key employees with those of the Company and its stockholders in order to drive stockholder value over the long term. The executive compensation program designed by the Company’s MDCC is intended to attract, retain and motivate high caliber executive talent to enable the Company to maximize operational efficiency and long-term profitability. Our executive compensation program is also designed to differentiate compensation based upon individual contribution, performance and experience.

We ask for your advisory approval of the following resolution:

“RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation paid to Synchrony Financial’s named executive officers, as described in this proxy statement on pages 22 to 51.”

The Board recommends a vote FOR approval of the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement.

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MANAGEMENT

The following table sets forth certain information concerning our executive officers (other than Ms. Keane). For information concerning Ms. Keane, see “Corporate Governance—Election of Directors.”

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The executive officers whose compensation we discuss in this Compensation Discussion and Analysis and whom we refer to as our named executive officers (“NEOs”) are Margaret M. Keane, President and Chief Executive Officer; Brian D. Doubles, Executive Vice President and Chief Financial Officer; Henry Greig, Executive Vice President and Chief Risk Officer; Glenn P. Marino, Executive Vice President, Chief Executive Officer – Payment Solutions and Chief Commercial Officer; and Thomas M. Quindlen, Executive Vice President and Chief Executive Officer – Retail Card.

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In August 2014, we completed the IPO, the first step toward our planned separation from GE. As GE beneficially owns approximately 84.6% of our common stock, we continue to operate as a business unit of GECC and as a majority-owned subsidiary of GE. Reflecting the fact that we are now a separately traded and listed company on the NYSE as well as continuing to be a part of GE and GECC, in 2014, our NEOs participated in GE’s and GECC’s compensation and benefit plans, including perquisites, but did not receive GE equity awards under the GE 2007 Long-Term Incentive Plan. Rather, following the IPO, our NEOs received their 2014 annual equity awards and special Founders’ Grants, as discussed below, based on our common stock pursuant to the Synchrony Financial 2014 Long-Term Incentive Plan. The chart below shows our NEOs’ participation in major compensation programs for 2014:

Prior to the IPO, our NEOs’ compensation was subject to the oversight and approval of the Chief Executive Officer of GE, the Management Development and Compensation Committee of GE’s Board of Directors (“GE’s MDCC”), the Compensation Committee of GECC’s board of directors (“GECC’s Compensation Committee”), as well as the Development and Compensation Committee of the Bank’s board of directors (the “Bank’s DCC”), as our executive officers are also executive officers of the Bank. Following the IPO, our NEOs’ compensation is also subject to the oversight and approval of the Company’s MDCC, and in the case of our CRO, his compensation is also subject to the oversight and approval of the Risk Committee of the Company’s Board of Directors.

In addition, following the IPO, the Company’s MDCC and the Bank’s DCC oversee the Company’s compensation plans, policies and programs for our NEOs. In preparation for our separation from GE, in 2014, these committees established a number of executive compensation practices and programs for the Company, including:

Compensation Plans

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Compensation Practices

Other Committee Actions in Preparation for Separation from GE

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2015 Target Annual Mix of Pay

For 2015, target annual pay for our NEOs includes: (i) current annual base salary, (ii) 2015 target annual incentive bonus, (iii) 2015 annual RSU and option awards and (iv) 2015 portion of GE LTPA. There will not be any Founders’ Grant awards in 2015 as they were one-time awards made in 2014 in connection with the IPO. See “—2014 Compensation Elements” for a description of some of these compensation elements. The mix of compensation elements that make up 2015 target annual pay for our NEOs is:

The Company’s MDCC believes that the mix of pay in 2015 for Synchrony’s NEOs appropriately balances fixed pay (annual base) and variable pay (annual bonus, annual RSUs & options, and GE LTPA).

Compensation Philosophy

Goals

The goal of GECC’s 2014 executive compensation program for its business units, including the Company, was aligned with GE’s compensation goal, which was to retain and reward leaders who create long-term value. GE’s executive compensation program is designed to reward sustained financial and operating performance and leadership excellence, align executives’ long-term interests with those of GE’s shareowners and motivate executives to remain with GE for long and productive careers built on expertise. In 2014, the Company’s 2014 executive compensation goals were aligned with GECC’s and GE’s goals.

GECC Program Principles

GECC’s executive compensation program for its business units, including the Company, is designed to be consistent with GECC’s and the Company’s safety and soundness and to identify, measure, monitor and control incentive compensation arrangements so that such arrangements do not encourage excessive or imprudent risk-taking. The key principles guiding this program and underlying the oversight of this program by GECC’s Compensation Committee and the Bank’s DCC are:

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Synchrony Financial Program Principles

In connection with the IPO, we established compensation program principles for the Company based on GECC’s program principles, with modest changes to tailor them more closely with our business. The Company’s executive compensation programs are designed to be consistent with the Company’s safety and soundness and to identify, measure, monitor and control incentive compensation arrangements so that such arrangements do not encourage excessive or imprudent risk-taking. The key principles guiding this program and underlying the oversight of this program by the Company’s MDCC and the Bank’s DCC are:

The consistent application of these design principles enables the Company to maintain compensation programs that are reasonable, balanced and effectively attract, retain, motivate and engage employees who strive to achieve the mission, goals and objectives of the Company in a way that is compatible with effective risk management controls. A robust performance review process is a critical element in all reward decisions.

Key Considerations in Setting Compensation for 2014

For 2014, GECC used the following key considerations in setting compensation for its business units, including our Company. These considerations are consistent with the framework established by GE in setting compensation.

Consistent and sustainable performance. GECC’s executive compensation program provides the greatest pay opportunity for executives who demonstrate superior performance for sustained periods of time. It also rewards executives for executing our Company’s strategy through business cycles, so that the achievement of long-term strategic objectives is not compromised by short-term considerations. The emphasis on consistent performance affects the annual cash bonus and equity incentive

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compensation. With the prior year’s award or grant serving as an initial basis for consideration, such awards are determined based on an assessment of an executive’s past performance and expected future contributions. Because current-year, past and sustainable performance are incorporated into compensation decisions, any percentage increase or decrease in the amount of annual compensation tends to be more gradual than in a framework that is focused solely or largely on current-year performance.

Future pay opportunity versus current pay. GECC strives to provide an appropriate mix of compensation elements to achieve a balance between current versus long-term, deferred compensation, cash versus equity incentive compensation, and other features that cause the amounts ultimately received by our NEOs to appropriately reflect risk and risk outcomes. Cash payments primarily, but not exclusively, reward more recent performance, whereas equity awards encourage our NEOs to continue to deliver results over a longer period of time, and serve as a retention tool. GECC believes that the compensation paid or awarded to our NEOs should be more heavily weighted towards rewards based on our Company’s sustained operating performance as well as GE’s stock price performance over the long-term.

Qualitative and quantitative factors. Except with respect to payouts under GE’s Long-Term Performance Awards (“LTPAs”), which are tied to achieving specific quantitative performance objectives, quantitative formulas are not used exclusively in determining the amount and mix of compensation. Instead, a broad range of both quantitative and qualitative factors are evaluated to avoid excessive weight being placed on any one performance measure. These factors include, but are not necessarily limited to, reliability in delivering financial growth and operating targets, performance in the context of the economic environment relative to other companies, a track record of integrity, good judgment, the vision and ability to create further growth, the ability to lead others, and other considerations that cause the amounts ultimately received by the NEOs to appropriately reflect risk and risk outcomes.

Consideration of risk. GECC’s compensation program is balanced, focused on the long term and takes into consideration the full range and duration of risks associated with our NEOs’ activities. Under this structure, the highest amount of compensation can be achieved through consistent superior performance within the limits of GECC’s stated risk appetite. In addition, significant portions of compensation are earned only over the longer term and may be adjusted during the vesting period for risk outcomes. This provides strong incentives for executives to manage our Company for the long term while avoiding excessive risk-taking in the short term. As discussed further below, GECC’s Compensation Committee, the Company’s MDCC and the Bank’s DCC review the relationship between our risk management policies and practices and the incentive compensation provided to our NEOs.

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Peer Company Pay. In addition to the above considerations used by GECC and GE, the Company’s MDCC also considered compensation levels and pay practices at the following peer companies when making Synchrony Financial annual equity grants in September 2014:

2014 Compensation Elements

The following summarizes the compensation elements used in 2014 to reward and retain our NEOs.

Annual Base Salary

Base salaries for our NEOs depend on a number of factors, including the size, scope and impact of their role, the market value associated with their role, leadership skills and values, length of service, and individual performance and contributions. Decisions regarding salary increases are affected by our NEOs’ current salary and the amounts paid to their peers within and outside our Company.

Annual Incentive Bonus

Annual cash bonuses to our NEOs are made under the GECC Executive Incentive Compensation Plan, which is funded based on an assessment of GE’s and GECC’s overall performance and is designed to reward executives for sustained financial and operating performance, effective risk management and overall leadership excellence. Bonus amounts are based on achieving specific performance goals for each executive and are driven by the executive’s success in achieving these goals. The prior year’s award serves as an initial basis for consideration. After an assessment of an NEO’s ongoing performance and current year contributions to our Company’s results, as well as the performance of any platform or function he or she leads, judgment is used in determining the bonus amount, if any, and the resulting percentage change from the prior year. Because GE and GECC emphasize consistent performance over time, the relative size of our NEOs’ bonuses is driven by current year, past and sustainable performance, and percentage increases or decreases in the amount of annual compensation therefore tend to be more gradual than in a framework that is focused solely or largely on current year performance.

For 2015, our NEOs will participate in the AIP and performance will be measured and compensated based on the Company’s results.

Annual RSU and Option Awards

During 2014, our NEOs received an annual long-term incentive award under the Synchrony Financial 2014 Long-Term Incentive Plan. Important factors in determining the amount of Synchrony

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Financial RSUs and stock options awarded to each NEO include the size of past GE equity grant amounts, individual performance and expected future contributions to the Company. The Company’s equity compensation program is designed to recognize scope of responsibilities, reward demonstrated performance and leadership, align the interests of award recipients with those of the Company’s stockholders and retain award recipients. The 2014 awards were split between RSUs (70%) and stock options (30%), with both awards vesting 20% per year over 5 years. The stock options have a term of 10 years, and their exercise price is the price of Synchrony Financial common stock on the grant date. The Company uses grants of stock options to focus its executives on delivering long-term value to its stockholders, because options have value only to the extent that the price of Synchrony Financial stock on the date of exercise exceeds the stock price on the grant date, as well as to retain its executives. The Company also grants RSUs to reward and retain executives by offering them the opportunity to receive shares of Synchrony Financial stock on the date the restrictions lapse as long as they continue to be employed by the Company. Dividends earned on the RSUs will be reinvested in additional RSUs at each dividend-payable date. These additional RSUs will vest under the same terms and conditions as the original RSU award.

GE Long-Term Performance Awards (LTPAs)

In early 2013, as part of a broader three-year GE performance program, GE granted contingent LTPAs to our NEOs, which will be payable if GE achieves, on an overall basis for a three-year period (2013 through 2015), specified goals based on four equally weighted GE-specific performance metrics. These performance metrics are: (i) cumulative operating earnings per share, (ii) cumulative total cash generation, (iii) 2015 industrial earnings as a percentage of total GE earnings and (iv) 2015 return on total capital. The awards are payable in cash (or, at the discretion of GE’s MDCC, in GE common stock), based on achieving threshold, target or maximum levels for any of the performance metrics, with payments prorated for performance between the established levels. The target levels of the 2013-2015 LTPA performance metrics are challenging but achievable with good performance, whereas maximum levels represent stretch goals. For each NEO, the award is based on a multiple (e.g., in the case of Ms. Keane, 0.5x at threshold, 0.75x at target and 1.5x at maximum) of base salary and incentive compensation, and will be subject to forfeiture if the individual’s employment terminates for any reason other than disability, death, retirement or in connection with a business disposition prior to the settlement of the award. Assuming the date on which GE ceases to own at least 50% of our outstanding common stock will occur prior to the LTPA 2016 payment date, our NEOs who remain employed by us until the 2016 payment date will remain eligible to receive a pro rata portion of their award from GE, based on their service from the LTPA’s grant date to the date on which GE ceases to own at least 50% of our outstanding common stock and based on their annual salary then in effect on such date and the last annual bonus received prior to such date. These awards are not based on our performance, except to the extent that the results of our performance are included in GE’s results.

In 2016, we anticipate adopting our own performance-based long-term incentive program with metrics defined to promote the long term success of our business.

2014 Compensation Elements – Other Pay

Synchrony Financial Founders’ Grants

In connection with our IPO, to promote retention and alignment with our new public stockholders, we issued “Founders’ Grants” under the LTIP to our NEOs and other officers and select employees, consisting of Synchrony Financial RSUs and stock options with a four-year cliff vesting period. These awards recognize that existing GE executive supplementary long-term benefits will vest and no longer continue to accrue upon separation from GE. The stock options have a term of 10 years, and their exercise price is the initial public offering price of our common stock. Dividends earned on the RSUs

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will be reinvested in additional RSUs at each dividend-payable date. These additional RSUs will vest under the same terms and conditions as the original RSU award. The value of each grant was split between RSUs (70%) and stock options (30%).

Synchrony Financial Transaction Awards

In connection with our IPO, we entered into transaction award agreements with certain of our employees, including each NEO. These agreements are intended to provide an incentive to our management team to remain dedicated to, and to continue their employment with, our Company. Under these agreements, each NEO is eligible to receive a transaction award equal to 100% of their base salary in effect as of the date they entered into the agreement plus their 2012 bonus, with 50% of the transaction award paid in August 2014 following the completion of the IPO and the remaining 50% payable within 60 days following the date on which GE ceases to own at least 50% of our outstanding common stock. Any unpaid portion of the transaction award will be forfeited if an NEO voluntarily resigns or is terminated by us for “cause” (as determined by us). Each NEO will also be subject to a non-compete/non-solicit provision for eighteen months from the date of termination of employment. These transaction award agreements are discussed in further detail under “—2014 Potential Payments Upon Termination at Fiscal Year-End.”

Other Compensation

Our NEOs received other benefits, reflected in “—2014 All Other Compensation Table,” consistent with those provided to certain GE executives, such as a leased car. In addition, as former officers of GE, Ms. Keane, Mr. Marino and Mr. Quindlen continued to receive benefits provided to GE officers, such as financial counseling and tax preparation. We do not expect to provide our executive officers with all of the same types of benefits as provided to GE executives after the date on which GE ceases to own at least 50% of our outstanding common stock.

GE RSU and Option Awards

As of the date GE ceases to own at least 50% of our outstanding common stock, all unvested previously awarded GE stock options that are held by our employees will vest, and all unexercised GE stock options held by our employees will remain exercisable for GE common stock for five years or until the expiration of the stock option, whichever is earlier. GE’s MDCC has determined that the GE RSUs held by our employees will remain outstanding and vest in accordance with their terms.

GE Deferred Compensation

GE periodically offers both a deferred salary plan and a deferred bonus plan, with only the deferred salary plan providing for payment of an “above-market” rate of interest as defined by the SEC. These plans are available to approximately 3,500 eligible employees in GE’s executive band and above, including our NEOs. These plans are described in further detail in the narrative accompanying the “—2014 Nonqualified Deferred Compensation Table.” Payouts for our NEOs will begin to occur in the year following the date on which GE ceases to own at least 50% of our outstanding common stock and in accordance with their payout elections.

Our NEOs will be able to defer compensation earned after our separation from GE pursuant to the Synchrony Financial Deferred Compensation Plan, which was adopted in 2014.

GE Pension Plans

During 2014, our NEOs were eligible to participate in the same GE Pension Plan, GE Supplementary Pension Plan and GE Excess Benefits Plan in which other eligible GE executives and employees participate. The GE Pension Plan is a broad-based tax-qualified plan under which eligible

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employees may retire at age 60 or later. Unlike the GE Pension Plan, the GE Supplementary Pension Plan and the GE Excess Benefits Plan are unfunded, unsecured obligations of GE and are not qualified for tax purposes. These plans are described in further detail in the narrative accompanying the “—2014 GE Pension Benefits Table.” Pursuant to the terms of the Employee Matters Agreement, we will reimburse GE for the payment of pension benefits under the GE Supplementary Pension Plan and the GE Excess Benefits Plan when our NEOs are entitled to receive them. Our NEOs’ benefits under these plans will continue to accrue until the date on which GE ceases to own at least 50% of our outstanding common stock, at which time the benefit will vest and no longer continue to accrue.

We do not intend to establish our own tax-qualified defined benefit pension plan for our employees, including our NEOs. However, we believe our new compensation elements and benefits will appropriately reward executives over both the short-term and long-term.

Performance Objectives and Evaluations for Our Named Executive Officers for 2014

At the beginning of 2014, Ms. Keane developed the objectives that she believed should be achieved for our Company to be successful, which were based on the 2014 objectives established for GE and for GECC and tailored to our business. These objectives include both quantitative financial measurements and qualitative strategic, operational and risk management considerations and are focused on the factors that Ms. Keane, the Chief Executive Officer of GE and the Chief Executive Officer of GECC believe create long-term stockholder value. Ms. Keane’s 2014 performance was evaluated and measured against these goals by the Chief Executive Officer of GECC, GECC’s Compensation Committee, the Company’s MDCC and the Bank’s DCC to develop a recommendation as to the appropriate incentive compensation awards for her. The amount of her incentive compensation was ultimately approved by the Chief Executive Officer of GE, GE’s MDCC, the Company’s MDCC and the Bank’s DCC, based on their discretion and judgment. Ms. Keane did not participate in the determination of her compensation.

During 2014, our other NEOs reported directly to Ms. Keane, who developed their objectives based on our Company’s objectives. Each of our other NEOs’ objectives include both quantitative financial measurements and qualitative strategic, operational and risk management considerations affecting our Company and the platforms or functions that they lead. Each of our other NEOs’ 2014 performance was evaluated and measured against their respective goals by the Chief Executive Officer of GECC, GECC’s Compensation Committee, the Company’s MDCC and the Bank’s DCC, as well as by Ms. Keane; and in the case of Messrs. Greig and Doubles, the heads of GECC’s Risk and Finance functions, respectively, also participated in making performance evaluation recommendations. Mr. Greig’s performance was also evaluated by the Risk Committee of the Company’s Board of Directors. The amount of their incentive compensation was ultimately approved by the Chief Executive Officer of GE, GE’s MDCC, the Company’s MDCC, and the Bank’s DCC based on their discretion and judgment. None of our other NEOs participated in the determination of their compensation.

2014 Performance Objectives and Achievements

Under Ms. Keane’s leadership, management delivered the following results on the qualitative and quantitative performance goals set for our Company by Ms. Keane with respect to 2014:

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2014 Compensation Decisions

Ms. Keane

GECC’s Compensation Committee, the Company’s MDCC and the Bank’s DCC believe that Ms. Keane performed very well in 2014 in executing on the performance framework and 2014 financial objectives outlined above. In light of their assessment of Ms. Keane’s performance, she received a $1,275,000 cash bonus for 2014 (an increase of 10.9% from 2013), and she received a $100,000 extraordinary performance payment in cash as a special one-time bonus. Ms. Keane’s base salary increased by 9.1% to $900,000, effective April 1, 2014. Ms. Keane also received an annual equity grant of $1,794,827 and a Founders’ Grant of $6,997,697. In addition, Ms. Keane received $912,500, representing 50% of the Transaction Award she was awarded in 2013 to remain dedicated to, and continue employment with, the Company.

Mr. Doubles

In addition to Mr. Doubles’s contributions toward our Company’s objectives described above, Ms. Keane, the Company’s MDCC and the head of GECC’s Finance function specifically recognized that, as the leader of our finance organization, Mr. Doubles led several key processes leading to the successful execution of the IPO and debt offerings, continued to maintain strong controllership of the business and effectively managed investor relations. Mr. Doubles’s base salary, which was last increased in July 2013, was unchanged in 2014. In light of his performance, Mr. Doubles received a $375,000 cash bonus, an increase of 13.6% from 2013, and a $75,000 extraordinary performance payment in cash as a special one-time bonus. Mr. Doubles also received an annual equity grant of $652,665 and a Founders’ Grant of $3,998,697. In addition, Mr. Doubles received $427,500, representing 50% of the Transaction Award he was awarded in 2013 to remain dedicated to, and continue employment with, the Company.

Mr. Greig

In addition to Mr. Greig’s contributions toward our Company’s objectives described above, Ms. Keane, the Company’s MDCC, the Risk Committee of the Company’s Board of Directors and the head of GECC’s Risk function specifically recognized that, as the leader of our Risk organization, Mr. Greig led a team that provided critical risk management governance supporting the IPO, including governance of management committees with important roles in administering our risk management program, such as the Enterprise Risk Management Committee and its subcommittees, and development and monitoring of the Company’s risk appetite statement. Mr. Greig’s base salary, which was last increased in October 2013, was unchanged in 2014. In light of his performance, Mr. Greig received a $400,000 cash bonus, an increase of 12.7% from 2013, and a $50,000 extraordinary

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performance payment in cash as a special one-time bonus. Mr. Greig also received an annual equity grant of $326,345 and a Founders’ Grant of $3,498,848. In addition, Mr. Greig received $395,000, representing 50% of the Transaction Award he was awarded in 2014 to remain dedicated to, and continue employment with, the Company.

Mr. Marino

In addition to his contributions toward our Company’s objectives described above, Ms. Keane and the Company’s MDCC specifically recognized that Mr. Marino provided strong leadership of the Payment Solutions sales platform, increasing platform revenue, executing renewals of significant programs, and developing important new products and digital marketing capabilities. In addition, his leadership of sales teams across our sales platforms resulted in the expansion of a key partner marketing effort and the launch of a comprehensive digital sales tool. In light of his performance, Mr. Marino’s base salary was increased by 4.4% to $705,000, effective October 1, 2014. He received a $575,000 cash bonus, an increase of 8.5% from 2013. Mr. Marino also received an annual equity grant of $489,505 and a Founders’ Grant of $3,011,508. In addition, Mr. Marino received $577,500, representing 50% of the Transaction Award he was awarded in 2014 to remain dedicated to, and continue employment with, the Company.

Mr. Quindlen

In addition to his contributions toward our Company’s objectives described above, Ms. Keane and the Company’s MDCC specifically recognized that Mr. Quindlen provided strong leadership of the Retail Card sales platform, increasing platform revenue, executing renewals of significant programs and entering into an agreement with BP for a Retail Card program we expect to commence in mid-2015, and which we expect will become one of our 20 largest program agreements. Mr. Quindlen’s base salary was $750,000, effective January 1, 2014 when he first joined the Company. In light of his performance, he received an $815,000 cash bonus, an increase of 7.2% from 2013. Mr. Quindlen also received an annual equity grant of $717,941 and a Founders’ Grant of $3,773,768. In addition, Mr. Quindlen received $730,000, representing 50% of the Transaction Award he was awarded in 2014 to remain dedicated to, and continue employment with, the Company.

Other Compensation Practices

Equity Grant Practices

The exercise price of each Synchrony Financial stock option granted to our NEOs in 2014 was the closing price of Synchrony Financial common stock on the date of grant. Founders’ Grant awards were made on the date of the IPO, and the 2014 annual equity awards were made in September, consistent with GE’s timing of its annual equity grants. In 2015, a subcommittee of the Company’s MDCC will grant annual equity awards in early April and intends to formalize this date as a practice to align it more closely to the timing of other incentive compensation decisions and performance evaluations of executives. The Company’s MDCC has delegated to the CEO the ability to grant equity-based awards to executives outside of the CEO’s staff to allow the Company to make timely decisions on hiring, performance and retention.

Hedging Restrictions

The Company’s MDCC key practices include anti-hedging provisions that prohibit our NEOs from transactions in derivatives of or short selling of Synchrony Financial securities, including buying and writing options.

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Clawback Policy

Under the Company’s policy, if it is determined that an employee at or above a designated executive grade under the Company’s compensation structure (or in the executive-band or higher under the GE compensation structure) has engaged in conduct detrimental to the Company, the Bank or any of the Company’s other subsidiaries, the Company’s MDCC or, in the case of a Bank employee, the Bank’s DCC, may take a range of actions to remedy the misconduct, prevent its recurrence, and impose such discipline as would be appropriate. Discipline may vary depending on the facts and circumstances, and may include, without limitation, (a) termination of employment, (b) initiating an action for breach of fiduciary duty, (c) reducing, cancelling or seeking reimbursement of any paid or awarded compensation, and (d) if the conduct resulted in a material inaccuracy in the Company’s financial statements or performance metrics that affects the executive’s compensation, seeking reimbursement of any portion of incentive compensation paid or awarded to the executive that is greater than what would have been paid or awarded if calculated based on the accurate financial statements or performance metrics. If it is determined that an executive engaged in fraudulent misconduct, the Company’s MDCC or, in the case of a Bank employee, the Bank’s DCC, will seek such reimbursement. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Compensation and Risk

2014 Risk Review Process

The Company’s risk management culture is strongly supported by a thorough risk review process that focuses on whether the risks we take are within our risk appetite framework. In 2014, working cross-functionally, senior executives from our risk management and human resource teams, as well as our CEO, identified the individuals considered to be material risk takers (“MRTs”). These individuals were required to have annual goals and objectives specifically tied to risk and compliance standards. During the fourth quarter, our control function leaders, our CEO and certain Board committees conducted assessments on the MRTs. The assessments took into consideration any adverse risk outcomes that may have taken place throughout the year as well as MRT behaviors in relation to their annual goals and objectives. The outcome of the assessments may include performance rating adjustments, compensation adjustments and/or termination for inappropriate risk taking or misconduct, where appropriate. By conducting these risk review processes as well as maintaining full transparency on all of our risk management policies and procedures, we have been able to discourage inappropriate risk taking.

Review of Compensation to NEOs Related to Risk Management

For 2014, GECC’s Compensation Committee, the Company’s MDCC and the Bank’s DCC reviewed the relationship between our risk management policies and practices and the incentive compensation provided to our NEOs to confirm that their incentive compensation appropriately balances risk and reward and determined that our compensation policies and practices are not reasonably likely to have a material adverse effect on our Company. The Bank’s DCC and the Company’s MDCC met with the Bank’s and the Company’s CRO to discuss the annual risk assessment conducted with respect to incentive compensation plans in which all employees (including the NEOs) participate, including whether these arrangements had any features that might encourage excessive risk-taking that could threaten the value of the Bank or the Company. The Bank’s and the Company’s CRO also discussed the risk mitigation factors reviewed in the annual risk assessment, including the balance between financial and non-financial measures as well as the short-term and long-term oriented measures. GECC’s Compensation Committee, the Company’s MDCC and the Bank’s DCC also continue to monitor a separate, ongoing risk assessment by senior management of our broader employee compensation practices consistent with the federal banking regulators’ guidance on sound incentive compensation policies.

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Risk Review of Incentive Plans

Consistent with prior years, during 2014 we conducted a risk analysis on our incentive plans to review the degree to which our plans contribute to excessive risk taking. We looked at six assessment categories (incentive design, strategic alignment/goal setting, pay opportunity, process, monitoring and administration) for each plan and assigned a rating score based on results. All of our incentive plans were rated as conforming to or exceeding key standards for risk management. Additionally, all incentive plans were reviewed and approved by our CRO and our Human Resource Leader, as well as by GECC.

MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

The Company’s MDCC has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with our management. Based upon our review and discussions with management, the Company’s MDCC recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement, which is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Respectfully submitted by the Management Development and Compensation Committee of the Board.

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2014 EXECUTIVE COMPENSATION

2014 Summary Compensation

The following table contains 2014 compensation information for our NEOs.

2014 Summary Compensation Table

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2014 All Other Compensation

In 2014, our NEOs received additional benefits, reflected in the table below, for 2014 and included in the “All Other Compensation” column in “—2014 Summary Compensation Table” that GE and GECC believed to be reasonable, competitive and consistent with their overall executive compensation programs. The costs of these benefits, which are shown below after giving effect to any reimbursements by the NEOs, constitute only a small percentage of each NEO’s total compensation.

2014 All Other Compensation Table

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2014 Grants of SYF Plan-Based Awards

The following table provides information about Synchrony Financial equity awards granted to the NEOs in 2014: (i) the grant date, (ii) the number of shares underlying stock options granted to the NEOs under the Synchrony Financial 2014 Long-Term Incentive Plan, (iii) the exercise price of the stock option grants, which reflects the closing price of Synchrony Financial common stock on the date of grant and (iv) the grant date fair value of each option grant computed in accordance with applicable SEC rules. Our NEOs did not receive any GE stock-based awards in 2014.

2014 Grants of SYF Plan-Based Awards Table

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2014 Outstanding SYF Equity Awards at Fiscal Year-End

The following table provides information on the current holdings of Synchrony Financial common stock and equity awards by the NEOs. This table includes unexercised (both vested and unvested) option grants and unvested RSUs with vesting conditions that were not satisfied as of December 31, 2014. Each equity grant is shown separately for each NEO. The vesting schedule for each outstanding award is shown following this table.

2014 Outstanding SYF Equity Awards at Fiscal Year-End Table

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2014 Outstanding SYF Equity Awards Vesting Schedule

2014 Outstanding GE Equity Awards at Fiscal Year-End

The following table provides information on the current holdings of GE common stock and equity awards by the NEOs. This table includes unexercised (both vested and unvested) option grants and unvested RSUs with vesting conditions that were not satisfied as of December 31, 2014. Each equity grant is shown separately for each NEO. The vesting schedule for each outstanding award is shown following this table.

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2014 Outstanding GE Equity Awards at Fiscal Year-End Table

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2014 Outstanding GE Equity Awards Vesting Schedule

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2014 GE Option Exercises and Stock Vested

The following table provides information for the NEOs on the number of shares acquired upon the exercise of GE stock options and the vesting of GE RSUs and the value realized at such time, each before payment of any applicable withholding tax and brokerage commission.

2014 GE Option Exercises and Stock Vested Table

2014 GE Pension Benefits

The table below sets forth information on the pension benefits for the NEOs under each of the following pension plans:

GE Pension Plan

The GE Pension Plan is a funded and tax-qualified retirement program that covers eligible employees. As applicable to the NEOs, the plan provides benefits based primarily on a formula that takes into account the NEO’s earnings for each fiscal year. Since 1989, the formula has provided an annual benefit accrual equal to 1.45% of the NEO’s earnings for the year up to “covered compensation” and 1.9% of his or her earnings for the year in excess of “covered compensation.” “Covered compensation” was $45,000 for 2014 and has varied over the years based in part on changes in the average of the Social Security taxable wage bases. The NEO’s annual earnings taken into account under this formula include base salary and up to one-half of his bonus payments, but may not exceed an IRS-prescribed limit applicable to tax-qualified plans ($260,000 for 2014). As a result, for service in 2014, the maximum incremental annual benefit a NEO could have earned toward his or her total pension payments under this formula was $4,737.50 ($394.79 per month), payable after retirement, as described below.

The accumulated benefit an employee earns over his or her career with GE is payable starting after retirement on a monthly basis for life with a guaranteed minimum term of five years. The normal retirement age as defined in this plan is 65. For employees who commenced service prior to 2005, including the NEOs, retirement may occur at age 60 without any reduction in benefits. Employees vest in the GE Pension Plan after five years of qualifying service. In addition, the plan provides for Social Security supplements and spousal joint and survivor annuity options, and requires employee contributions.

Section 415 of the Internal Revenue Code limits the benefits payable under the GE Pension Plan. For 2014, the maximum single life annuity a NEO could have received under these limits was $210,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution and actual retirement dates.

Our NEOs’ benefits under the GE Pension Plan will continue to accrue until the date on which GE ceases to own at least 50% of our outstanding common stock. We have no obligation to reimburse GE for the payment of benefits under the GE Pension Plan.

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GE Supplementary Pension Plan

GE offers the GE Supplementary Pension Plan to approximately 3,500 eligible employees in the executive band and above, including the NEOs, to provide for retirement benefits above amounts available under GE’s tax-qualified and other pension programs. The Supplementary Pension Plan is unfunded and not qualified for tax purposes. A NEO’s annual supplementary pension, when combined with certain amounts payable under the GE’s tax-qualified and other pension programs and Social Security, will equal 1.75% of his “earnings credited for retirement benefits” multiplied by the number of his years of credited service, up to a maximum of 60% of such earnings credited for retirement benefits. The “earnings credited for retirement benefits” are the NEO’s average annual compensation (base salary and bonus) for the highest 36 consecutive months out of the last 120 months prior to retirement. Employees are generally not eligible for benefits under the Supplementary Pension Plan if they leave GE prior to reaching age 60. The normal retirement age as defined in this plan is 65. For employees who commenced service prior to 2005, including the NEOs, retirement may occur at age 60 without any reduction in benefits. The Supplementary Pension Plan provides for spousal joint and survivor annuities. Benefits under this plan would be available to the NEOs only as monthly payments and could not be received in a lump sum.

Our NEOs’ benefits under the GE Supplementary Pension Plan will continue to accrue until the date on which GE ceases to own at least 50% of our outstanding common stock. We will reimburse GE for the payment of benefits under the GE Supplementary Pension Plan.

GE Excess Benefits Plan

GE offers the GE Excess Benefits Plan to employees whose benefits under the GE Pension Plan are limited by Section 415 of the Internal Revenue Code. The GE Excess Benefits Plan is unfunded and not qualified for tax purposes. Benefits payable under this program are equal to the excess of (1) the amount that would be payable in accordance with the terms of the GE Pension Plan disregarding the limitations imposed pursuant to Section 415 of the Internal Revenue Code over (2) the pension actually payable under the GE Pension Plan taking such Section 415 limitations into account. Benefits under the GE Excess Benefits Plan for the NEOs are generally payable at the same time and in the same manner as the GE Pension Plan benefits.

Our NEOs’ benefits under the GE Excess Benefits Plan will continue to accrue until the date on which GE ceases to own at least 50% of our outstanding common stock. We will reimburse GE for the payment of benefits under the GE Excess Benefits Plan.

The amounts reported in the table below equal the present value of the accumulated benefit at December 31, 2014 for the NEOs under each plan based upon the assumptions described in note 1 to that table.

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2014 GE Pension Benefits Table

Discount rate of 4.02% at December 31, 2014 is used by GE to measure the year-end benefit obligations and the pension costs for the GE Pension Plan, the GE Supplementary Pension Plan and the GE Excess Benefits Plan for the subsequent year.

2014 GE Nonqualified Deferred Compensation

The table below provides information on the nonqualified deferred compensation of the NEOs in 2014, including:

Bonus Deferrals

GE’s executive-band and above employees, including our NEOs, are able to defer all or a portion of their bonus payments in either: (i) GE stock (GE Stock Units); (ii) an index based on the S&P 500 (S&P 500 Index Units); or (iii) cash units. The participants may change their election among these options four times per year. If a participant elects to defer bonus payments in either GE Stock Units or the S&P 500 Index Units, GE credits a number of such units to the participant’s deferred bonus plan account based on the respective average price of GE stock and the S&P 500 Index for the 20 trading days preceding the date GE’s board of directors approves GE’s total bonus allotment.

Deferred cash units earn interest income on the daily outstanding balance in the account based on the prior calendar month’s average yield for U.S. Treasury Notes and Bonds issued with maturities of 10 years and 20 years. The interest income does not constitute an “above-market interest rate” as defined by the SEC and is credited to the participant’s account monthly. Deferred GE Stock Units and S&P 500 Index Units earn dividend-equivalent income on such units held as of the start of trading on the NYSE ex-dividend date equal to: (i) for GE Stock Units, the quarterly dividend declared by the

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Board of Directors of GE; or (ii) for S&P 500 Index Units, the quarterly dividend as declared by Standard & Poor’s for the S&P 500 Index for the preceding calendar quarter. Participants are permitted to receive their deferred compensation balance upon termination of employment either through a lump-sum payment or in annual installments over 10 to 20 years.

Salary Deferrals

GE’s executive-band and above employees are able to defer their salary payments under executive deferred salary plans. These plans have been offered periodically (the last such plan was offered in 2010) and are available to approximately 3,500 eligible employees in the executive band and above, including our NEOs. The deferred salary plans pay accrued interest, including an above-market interest rate as defined by the SEC, ranging from 8.5% to 12%, compounded annually. Early termination before the end of the five-year vesting period will result in a payout of the deferred amount with no interest income paid, with exceptions for events such as retirement, death and disability. With respect to distributions under all deferred salary plans, participants elected at the time of deferral to receive either a lump-sum payment or 10 to 20 annual installments.

GE makes all decisions with respect to the measures for calculating interest or other earnings on the nonqualified deferred compensation plans. Payouts for our NEOs and continuing employees will begin to occur in the year following the date on which GE ceases to own at least 50% of our outstanding common stock, and in accordance with participants’ payout elections.

2014 Nonqualified Deferred Compensation Table

2014 Potential Payments Upon Termination At Fiscal Year-End

The information below describes and quantifies certain compensation that would have become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2014, given the NEO’s compensation and service levels as of such date and, if applicable, based on GE or SYF’s closing stock price on December 31, 2014, as applicable. These benefits are in addition to benefits available generally to salaried employees who joined GE prior to

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2005, such as distributions under the GE Savings and Security Program, subsidized retiree medical benefits, disability benefits and accrued vacation pay. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event, GE’s stock price or SYF’s stock price, as applicable, and the executive’s age.

GE Equity Awards

With respect to their grants of GE equity awards, as of the date GE ceases to own at least 50% of our outstanding common stock, our NEOs’ employment with GE will be deemed to be terminated due to transfer of a business to a successor employer, Synchrony Financial. As a result, as discussed below, the unvested GE stock options held by our NEOs will vest, and all vested GE stock options will remain exercisable for GE common stock for five years or until the expiration of the stock options, whichever is earlier. GE RSUs will remain outstanding and vest in accordance with their terms.

If one of the NEOs were to die or become disabled, any unvested stock options become vested and remain exercisable until their expiration date. In the event of disability, this provision applies only to options that have been held for at least one year. Remaining restrictions on RSUs that were awarded prior to death or disability may lapse immediately in some cases, depending on the terms of the particular award. In addition, any unvested options or RSUs held for at least one year become fully vested upon either becoming retirement-eligible (reaching the applicable retirement age) or retiring at age 60 or thereafter, depending on the terms of the particular award, and provided the award holder has at least five years of service with GE. Each of the NEOs was below the applicable retirement age as of December 31, 2014. For these purposes, “disability” generally means disability resulting in the NEO being unable to perform his job.

The following table provides the intrinsic value (that is, the value based upon the GE’s stock price, and, in the case of stock options, minus the exercise price) of equity awards that would become exercisable or vested if the NEO had died or become disabled as of December 31, 2014, or if GE ceased to own at least 50% of our outstanding common stock at December 31, 2014, thereby terminating our NEOs’ employment with GE for purposes of their GE equity awards.

GE Potential Equity Benefits upon Termination Table

SYF Equity Awards

If one of the NEOs were to die or become disabled, any unvested stock options become vested and remain exercisable until their expiration date, and any remaining restrictions on Synchrony Financial RSUs that were awarded prior to death or disability lapse immediately. For these purposes, “disability” generally means disability resulting in the NEO being unable to perform his job. In the event of termination following a change in control, any unvested options or RSUs will vest immediately. In addition, upon an NEO becoming retirement-eligible – i.e., attaining age 60 with at least three years of

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service with the Company – in general, any unvested options or RSUs held for at least one year continue to vest in accordance with their terms. With respect to any unvested options and RSUs issued as part of the Founders’ Grants, if, upon becoming retirement-eligible, an NEO has held any such options and RSUs for at least two years, then the number of shares subject to the options and RSUs will be prorated based on the number of full months the employee was employed by the Company after the award date. Each of the NEOs was below the applicable retirement age as of December 31, 2014.

The following table provides the intrinsic value (that is, the value based upon the Company’s stock price, and, in the case of stock options, minus the exercise price) of equity awards that would become vested if the NEO had died or become disabled or been terminated upon a change in control as of December 31, 2014, thereby terminating our NEOs’ employment with SYF for purposes of their SYF equity awards.

SYF Potential Equity Benefits upon Termination Table