Deborah Ellinger joins Synchrony Financial (SYF) board, takes Risk and Technology roles

Rhea-AI Filing Summary

Synchrony Financial reported that its Board of Directors elected Deborah Ellinger as a director, effective October 1, 2025. She will serve on the company’s Risk Committee and Technology Committee, reflecting a governance focus on risk oversight and technology matters.

Ms. Ellinger will receive total annual director compensation of $320,000, with $100,000 in cash and $220,000 in restricted stock units, plus an additional $20,000 for Risk Committee service and $15,000 for Technology Committee service. She entered into the company’s standard indemnification agreement, and the filing notes there are no related-party arrangements or relationships requiring disclosure.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

September 26, 2025

Date of Report

(Date of earliest event reported) 

SYNCHRONY FINANCIAL

(Exact name of registrant as specified in its charter) 

Delaware

001-36560

51-0483352

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

777 Long Ridge Road
Stamford,			Connecticut						06902
(Address of principal executive offices)									(Zip Code)

(203) 585-2400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.001 per share			SYF			New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A			SYFPrA			New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B			SYFPrB			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)On September 26, 2025, the Board of Directors (the “Board”) of Synchrony Financial (the “Company”), elected Ms. Deborah Ellinger as a director of the Company and appointed her to serve on the Risk and Technology Committees of the Board, effective October 1, 2025.

Ms. Ellinger will participate in the same compensation program as each of the Company’s other independent, non-management directors. Under the program, Ms. Ellinger will receive annual compensation of $320,000, of which $100,000 will be paid in cash and $220,000 will be paid in Company restricted stock units. She will also receive additional annual cash compensation of $20,000 for service on the Risk Committee and $15,000 for service on the Technology Committee.

In connection with joining the Board, Ms. Ellinger entered into the Company’s standard form of indemnification agreement. The indemnification agreement provides Ms. Ellinger with contractual rights to indemnification and expense advancement rights under the Company’s bylaws, as well as contractual rights to additional indemnification as provided in the indemnification agreement. The form of indemnification agreement was previously filed with the Securities and Exchange Commission on August 1, 2014 as Exhibit 10.89 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (333-197244).

There are no arrangements or understandings between Ms. Ellinger and any other person pursuant to which she was selected as a director. There are no relationships or transactions to which Ms. Ellinger is a party that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the election of Ms. Ellinger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished as part of this report: 

Number						Description
99.1						Press Release dated September 29, 2025
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SYNCHRONY FINANCIAL

Date: September 29, 2025

By:

/s/ Jonathan Mothner

Name:

Jonathan Mothner

Title:

Executive Vice President, Chief Risk and Legal Officer

FAQ

What board change did Synchrony Financial (SYF) announce in this 8-K?

Synchrony Financial announced the election of Deborah Ellinger as a director, effective October 1, 2025. She will serve on the Board’s Risk and Technology Committees, strengthening oversight in risk management and technology areas important to the company’s operations and strategic priorities.

What compensation will Deborah Ellinger receive as a Synchrony Financial (SYF) director?

Deborah Ellinger will receive annual compensation of $320,000 as a director. This includes $100,000 in cash and $220,000 in restricted stock units, plus additional annual cash fees of $20,000 for the Risk Committee and $15,000 for the Technology Committee.

What committees will Deborah Ellinger serve on at Synchrony Financial (SYF)?

Deborah Ellinger will serve on Synchrony Financial’s Risk Committee and Technology Committee. These assignments place her directly in board-level oversight of the company’s risk management framework and its technology initiatives, both of which are central to a modern financial services business.

Does Synchrony Financial (SYF) disclose any related-party relationships with Deborah Ellinger?

The company states there are no arrangements or understandings with any person under which Deborah Ellinger was selected as a director. It also notes there are no relationships or transactions involving her that require disclosure under Item 404(a) of Regulation S-K.

What indemnification rights does Deborah Ellinger receive from Synchrony Financial (SYF)?

Deborah Ellinger entered into Synchrony Financial’s standard indemnification agreement. This provides contractual rights to indemnification and expense advancement under the company’s bylaws, as well as additional contractual indemnification protections, consistent with the form previously filed with the SEC in August 2014.

Did Synchrony Financial (SYF) issue a press release about Deborah Ellinger’s appointment?

Yes. Synchrony Financial attached a press release announcing Deborah Ellinger’s election as Exhibit 99.1. The press release is dated September 29, 2025 and is incorporated by reference as part of the current report detailing her board appointment.